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Investor Presentation
November/December 2017
Exhibit 99.1
2
Forward Looking Statements
Certain statements in this presentation may constitute “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs
about future events or results or otherwise are not statements of historical fact, are based on certain assumptions as of the time they
are made, and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Such statements are
often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,”
“anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions
or judgment of Union Bankshares Corporation (“Union” or “UBSH”) or its management about future events. Such statements include
statements as to the anticipated benefits of the merger, including future financial and operating results, cost savings and enhanced
revenues as well as other statements regarding the merger. Although Union believes that its expectations with respect to forward-
looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations,
there can be no assurance that actual results, performance, or achievements of Union will not differ materially from any projected future
results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results and trends may
differ materially from historical results or those anticipated depending on a variety of factors, including but not limited to: (1) the
businesses of Union and Xenith Bankshares, Inc. may not be integrated successfully or such integration may be more difficult, time-
consuming or costly than expected; (2) expected revenue synergies and cost savings from the merger may not be fully realized or
realized within the expected time frame; (3) revenues following the merger may be lower than expected; (4) customer and employee
relationships and business operations may be disrupted by the merger; (5) the ability to complete the merger on the expected
timeframe may be more difficult, time-consuming or costly than expected; (6) changes in interest rates, general economic conditions,
tax rates, legislative/regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury
and the Board of Governors of the Federal Reserve System; the quality and composition of the loan and securities portfolios; demand
for loan products; deposit flows; competition; demand for financial services in the companies’ respective market areas; their
implementation of new technologies; their ability to develop and maintain secure and reliable electronic systems; and accounting
principles, policies, and guidelines, and (7) other risk factors detailed from time to time in filings made by Union with the Securities and
Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made and Union undertakes no
obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
Company Snapshot
3
Overview Branch Map
• Shares listed under “UBSH” on NASDAQ
• Headquartered in Richmond, VA
• 100+ years of banking history
• 111 branches across more than 50 counties
and 10 MSAs throughout Virginia
- Only Virginia-based bank with a statewide
footprint
- Largest community banking organization
headquartered in Virginia
Financial Highlights as of 9/30/2017
Market data as of September 30, 2017
Source: SNL Financial
UBSH (111)
($ Millions)
Total Assets $9,029.4
Total Loans Held For Investment 6,898.7
Total Deposits 6,881.8
Shareholders' Equity 1,041.4
Market Capitalization 1,543.6
Capital Ratios
Tier 1 Common Capital (CET1) 9.40%
Tier 1 Leverage 9.52%
Tier 1 Capital 10.56%
Total Capital 12.94%
Tangible Common Equity / Tangible Assets 8.34%
Diversity Supports Growth in Virginia
4
• State Capital, Fortune 500 headquarters
(6), VCU & VCU Medical Center Richmond
• Defense and security contractors,
Health care, Real Estate development Fredericksburg
• University of Virginia & Medical College,
High-tech, Real Estate development Charlottesville
• Nation’s Capital, High-Tech
Defense/Military, Associations Northern Virginia
• Military, Shipbuilding, Fortune 500
headquarters (3)
Virginia Beach -
Norfolk
• Virginia Tech, Health care, Fortune 500
headquarters (1) Roanoke - Blacksburg
Union Bank & Trust Key Statistics
• 111 (-10 in 2016; -3 YTD 2017) Branches
• 1,322 Full Time Equivalent
• 57 Commercial Bankers
• $6.90 billion Loans
• $6.88 billion Deposits
• 180+ thousand Consumer Households
5
Union is the only Virginia-based bank with a statewide
footprint
Source: SNL Financial; Deposit data as of 6/30/2017
Largest Community Bank Headquartered in Virginia
6
Deposit Market Share – Virginia
** pro forma for Xenith Acquisition
Rank Company Parent City, State
Total
Active
Branches
Total Deposits 2017
($000)
Total Deposit
Market Share 2017
(%)
YoY Deposit
Growth 2017 (%)
1 Wells Fargo & Co. San Francisco, CA 283 38,959,059 19.56 1.67
2 Bank of America Corp. Charlotte, NC 132 28,545,160 14.33 11.55
3 BB&T Corp. Winston-Salem, NC 344 23,236,086 11.67 4.04
4 SunTrust Banks Inc. Atlanta, GA 193 19,526,606 9.81 5.25
5 Capital One Financial Corp. McLean, VA 57 16,732,557 8.40 22.83
** Union Bankshares Corp. Richmond, VA 143 8,901,714 4.47
6 United Bankshares Inc. Charleston, WV 74 7,062,429 3.55 10.15
7 Union Bankshares Corp. Richmond, VA 112 6,770,565 3.40 14.67
8 TowneBank Portsmouth, VA 32 6,092,824 3.06 9.02
9 PNC Financial Services Group Inc. Pittsburgh, PA 96 3,833,114 1.92 14.10
10 Carter Bank & Trust Martinsville, VA 88 3,431,839 1.72 (13.07)
11 Burke & Herbert Bank & Trust Co. Alexandria, VA 25 2,342,964 1.18 3.58
12 Access National Corp. Reston. VA 18 2,201,088 1.11 6.61
13 Xenith Bankshares Inc. Richmond, VA 31 2,131,149 1.07 8.46
14 First Citizens BancShares Inc. Raleigh, NC 46 1,770,065 0.89 5.80
15 Southern National Bancorp of Virginia Inc. McLean, VA 41 1,720,703 0.86 12.21
16 Toronto-Dominion Bank Toronto 22 1,624,479 0.82 13.71
17 Citigroup Inc. New York, NY 6 1,440,000 0.72 (15.39)
18 First Bancorp Inc. Lebanon, VA 20 1,242,759 0.62 6.79
19 WashingtonFirst Bankshares Inc. Reston, VA 12 1,193,126 0.60 13.26
20 C&F Financial Corp. Toano, VA 25 1,128,799 0.57 4.66
Other Market Participants (98) 722 28,152,470 14.14 9.98
Market Total 2,379 199,137,841 100.00 7.56
MSA
Market Share Rank
Company Deposits
Total Market Deposits
Market Share
Roanoke
Deposits: $427 mm
Market Tot.: $7.5 bn
Mkt. Share: 5.7%
Rank: #6
Branches: 8
Staunton /
Harrisonburg
Rank: #2
Deposits: $560 mm
Market Tot.: $4.0 bn
Mkt. Share: 14.1%
Branches: 11
Blacksburg
Rank: #2
Deposits: $646 mm
Market Tot.: $3.2 bn
Mkt. Share: 20.5%
Branches: 9
Charlottesville
Rank: #5
Deposits: $497 mm
Market Tot.: $4.9 bn
Mkt. Share: 10.2%
Branches: 8
Richmond
Rank: #5
Deposits: $2.0 bn
Market Tot.: $36.5 bn
Mkt. Share: 5.5%
Branches: 31
Winchester/
Culpeper
Rank: #3
Deposits: $613 mm
Market Tot.: $3.7 bn
Mkt. Share: 16.8%
Branches: 9
Fredericksburg
Rank: #1
Deposits: $997mm
Market Tot.: $4.2 bn
Mkt. Share: 23.5%
Branches: 13
Statewide
Rank: #7
Deposits: $6.7bn
Market Tot.: $209bn
Mkt. Share: 3.7%
Branches: 112
Strong Presence Across All Major Virginia Markets
Northern Neck
Rank: #2
Deposits: $335mm
Market Tot.: $1.7 bn
Mkt. Share: 20.0%
Branches: 9
Virginia Beach
Rank: #14
Deposits: $175mm
Market Tot.: $24.9 bn
Mkt. Share: 0.7%
Branches: 5
Source: SNL Financial; Branch and Deposit data as of 6/30/2017; Fredericksburg market defined as Caroline, Fredericksburg City, King George, Spotsylvania, &
Stafford counties; all other markets per MSA definitions in SNL Financial
7
Third Quarter Financial Highlights
• $21.3 million, or $0.49 per share
• +$1.0 million, or $0.03 per share from Q2
Net Operating
Income
• +127.2 million or 7.5% (annualized) from
Q2 Loan Growth
• $117.4 million, or 6.9% (annualized) from
Q2 Deposit Growth
• 0.94%; +1 bps from Q2 Operating ROA
• 11.70%; +22 bps from Q2 Operating ROTCE
• 62.12%; 163 bps lower than Q2 Operating Efficiency Ratio (FTE)
8
Year-to-Date Financial Highlights
• $60.8 million, or $1.39 per share
• +$4.1 million, or $0.10 per share from 2016
Net Operating
Income
• +749.8 million or 12% from 2016 Loan Growth
• $623.3 million, or 10% from 2016 Deposit Growth
• 0.93%; -2 bps from 2016 Operating ROA
• 11.47%; +22 bps from 2016 Operating ROTCE
• 63.69%; 113 bps lower than 2016 Operating Efficiency Ratio (FTE)
9
Balance Sheet Trends
10 $0
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
$7,000,000
$8,000,000
$9,000,000
$10,000,000
2012 2013 2014 2015 2016 3Q2017
$4,096 $4,177
$7,359 $7,694
$8,427
$9,029
Assets ($M)
$0
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
$7,000,000
2012 2013 2014 2015 2016 3Q2017
$3,298 $3,237
$5,639
$5,964
$6,379
$6,882
Deposits ($M)
$0
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
$7,000,000
2012 2013 2014 2015 2016 3Q2017
$2,967 $3,039
$5,346
$5,671
$6,307
$6,899
Loans ($M)
Capital Management
11
• Quarterly Dividend of $0.21/share; 2.4% dividend yield*;
35-45% Dividend Payout Target; raised $0.01 in Q4 2017 Dividend Increases
• Repurchased 5.8 million shares since 2012, including ~1.4
million in 2016
Share
Repurchases
• In 2016, issued $150 million Fixed to Floating
subordinated notes due in 2026 Subordinated Debt Issue
*October 26, 2017 closing price of $34.95
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
14.00%
16.00%
2013 2014 2015 2016 3Q2017
14.16%
13.38%
12.46%
13.56%
12.94%
8.93% 9.27% 9.20% 8.41% 8.34%
Total capital ratio Tangible Equity/Tangible Assets
Profitability Ratios and Income Trends
* excludes after-tax acquisition expenses and acquisition accounting impact
12
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
2013* 2014* 2015* 2016* 1Q17* 2Q17* 3Q17*
0.90% 0.91% 0.90%
0.96%
0.92% 0.93% 0.94%
Operating Return on Average Assets
(ROA)
6.00%
7.00%
8.00%
9.00%
10.00%
11.00%
12.00%
2013* 2014* 2015* 2016* 1Q17* 2Q17* 3Q17*
10.05% 10.13% 10.00%
11.45%
11.20%
11.48%
11.70%
Operating Return on Tangible Common
Equity (ROTCE)
$0
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
$80,000
2013* 2014* 2015* 2016* YTD2017*
$36,408
$65,888 $67,079
$77,476
$60,757
Operating Net Income ($)
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
2013 2014 2015 2016 1Q2017 2Q2017 3Q2017
4.22% 4.09%
3.89% 3.80% 3.66% 3.62% 3.59%
Net Interest Margin
Top-Tier Financial Performance Focus
• Union is committed to achieving top tier financial
performance and providing our shareholders with
above average returns on their investment
• Key financial performance metrics benchmarked
against top quartile peers
• Top Tier Financial Performance targets:
13
Financial Performance Metric Union Targets
Return on Assets 1.1% - 1.3%
Return on Tangible Common Equity 13% - 15%
Efficiency Ratio < 60%
2017 Outlook
• Expect stable economy in Virginia footprint Economy
• Low double digit Loan Growth
• Flattish with downward bias of 1 to 2 bps
assuming current flat rate curve environment
persists
Net Interest Margin
• Expect improvement in return on assets,
return on tangible common equity and
efficiency ratio vs. 2016
Key Financial
Metrics
14
2017 Priorities
15
• Loan portfolio
• Revenue streams Diversification
• Pace loan growth with deposit growth
• Target 95% loan to deposit ratio over time Core Funding
• Drive efficiency ratio <60%
• More revenue + lower cost structure Efficiency
• Finalize preparations in 2017 $10 billion asset crossing
“We would love to continue to increase density in Virginia, particularly in some
of the larger markets where we have a presence, but are not as dense as we
would like to be. A good example would be the Greater Hampton Roads,
second most populous area of Virginia.”
- John C. Asbury, President & CEO, Q4 ’16 Earnings Call
Value Proposition
• Statewide branch footprint is a competitive
advantage and brings a unique franchise value Scale
• Balance sheet and Capital levels Strength
• Organic and acquisition opportunities Growth
• Committed to top-tier financial performance Opportunity
• Solid dividend yield and payout ratio with
earnings upside Shareholder
16
Merger Details
Solidifies position as Virginia’s preeminent community bank with ~$12 billion in pro forma assets
Provides breadth and depth across Virginia, including significant expansion in the attractive Hampton Roads market
Leverages Xenith’s C&I expertise throughout the combined footprint
Transaction Highlights
Attractive commercial lending expertise
Strong core deposit base
Compatible cultures with similar strategies and community focus
Efficiently crosses $10 billion in assets with positive operating leverage
Immediately accretive to EPS in 2018
Immediately accretive to tangible book value with no earnback period
Transaction metrics remain attractive under a lower federal corporate tax rate
Comprehensive due diligence and integration planning process
Strong understanding of markets and credit culture
Readiness to cross $10 billion in assets
Strategically
Compelling
Builds Upon
Strengths
Financially
Attractive
Low Risk
18
FINANCIAL HIGHLIGHTS
Headquarters Richmond, VA
Year Established 1987
Branches 42
CEO (Age) T. Gaylon Layfield III (65)
Total Assets $3,199
Total Loans 2,357
Deposits 2,620
Loans / Deposits 90.0 %
ROAA 0.70 %
Net Interest Margin 3.45
Efficiency Ratio 67.8
NPAs / Assets 1.82 %
Reserves / NPLs 34.4
Reserves / Loans 0.78
Tang. Com. Equity / Tang. Assets 13.89 %
Leverage Ratio 11.17
CET1 Ratio 12.76
Tier 1 Capital Ratio 12.86
Total Capital Ratio 13.85
C&D / Total Bank Capital 77 %
CRE / Total Bank Capital 250
Overview of Xenith Bankshares, Inc.
Dollars in millions Source: SNL Financial
Data as of or for the three months ended 3/31/17
• Headquartered in Richmond, Virginia with 42 branches across Virginia, Maryland,
North Carolina and the greater Washington, D.C. area
• 5th largest bank by assets headquartered in Virginia
• In July 2016 legacy Hampton Roads Bankshares closed the acquisition of $1.1 billion
legacy Xenith Bankshares. The combined entity assumed the Xenith name with many
legacy Xenith executive management maintaining their leadership roles
Key Franchise Facts
XBKS (42)
19
Our Combined Company
Note: Financial data as of 3/31/2017
Dollars in billions
(1) Excludes purchase accounting adjustments
(2) Regional bank defined as having less than $50 billion in assets
UBSH (113)
XBKS (42)
Pro Forma Branch Footprint Pro Forma Highlights(1)
#1 pro forma Regional Bank deposit
market share ranking in Virginia (2)
Accelerates growth in attractive
Hampton Roads market
Expands Union’s retail footprint into
North Carolina and Maryland
Leverages Xenith’s C&I expertise
throughout Union’s markets
Increased scale – serving a larger,
diversified client base
Added convenience and wider
product and service offerings for
customers
Assets $11.9B
Loans $8.9B
Deposits $9.2B
Branches 155
20
Deposits Market
Rank Institution ($mm) Share Branches
1 Wells Fargo & Co. $38,613 20.32 % 284
2 Bank of America Corp. 26,154 13.76 130
3 BB&T Corp. 22,631 11.91 344
4 SunTrust Banks Inc. 19,015 10.01 193
5 Capital One Financial Corp. 14,812 7.79 59
Pro Forma 8,105 4.26 143
6 United Bankshares Inc. 7,090 3.73 73
7 Union Bankshares Corp. 6,102 3.21 113
8 TowneBank 5,704 3.00 32
9 Carter Bank & Trust 3,948 2.08 88
10 PNC Financial Services Group Inc. 3,479 1.83 96
13 Xenith Bankshares Inc. 2,003 1.05 30
Enhanced Presence in Key Markets
Source: SNL Financial
Deposit data as of 6/30/16; pro forma for announced transactions as of 5/22/17
Virginia Beach-Norfolk-Newport News, VA-NC MSA
Deposits Market
Rank Institution ($mm) Share Branches
1 TowneBank $5,133 21.51 % 26
2 Wells Fargo & Co. 4,713 19.75 52
3 SunTrust Banks Inc. 3,887 16.29 36
4 BB&T Corp. 3,120 13.07 47
5 Bank of America Corp. 2,855 11.96 32
Pro Forma 1,080 4.52 26
6 Xenith Bankshares Inc. 922 3.86 21
7 Old Point Financial Corp. 729 3.06 20
8 Southern BancShares (N.C.) Inc. 459 1.92 11
9 PNC Financial Services Group Inc. 389 1.63 11
10 Chesapeake Financial Shares Inc. 331 1.39 8
14 Union Bankshares Corp. 157 0.66 5
Deposits Market
Rank Institution ($mm) Share Branches
1 Bank of America Corp. $12,320 35.60 % 23
2 Wells Fargo & Co. 6,754 19.52 62
3 SunTrust Banks Inc. 4,434 12.81 39
4 BB&T Corp. 3,200 9.25 40
Pro Forma 2,502 7.23 36
5 Union Bankshares Corp. 1,827 5.28 32
6 C&F Financial Corp. 776 2.24 17
7 TowneBank 735 2.12 9
8 Xenith Bankshares Inc. 675 1.95 4
9 South State Corp. 542 1.57 8
10 Community Bankers Trust Corp. 519 1.50 10
Richmond, VA MSA
Virginia
21
Market Demographics Deposits (1)
UBSH XBKS Pro Forma
'17-'22 2022 Proj. Gross
Population Household Domestic Number Market
2017 Growth Income Product (2) of Deposits Deposits Deposits Share
Market UBSH XBKS Population (%) ($) ($bn) Businesses ($mm) ($mm) ($mm) (%)
Washington, D.C. 6,203,724 5.5% $95,629 $491.0 219,675 $1,166.5 $174.8 $1,341.3 0.7%
Virginia Beach, VA 1,743,468 3.5 63,930 95.7 58,790 157.4 922.2 1,079.6 4.5
Richmond, VA 1,285,883 4.6 67,686 74.1 46,613 1,827.3 674.5 2,501.8 7.2
Raleigh, NC 1,305,052 8.2% $70,453 $75.8 45,485 -- $67.9 $67.9 0.3%
Salisbury, MD 402,439 5.2 63,679 16.1 17,569 -- 127.1 127.1 1.8
Elizabeth City, NC 63,536 1.3 51,437 NA 2,523 -- 248.3 248.3 30.6
Kill Devil Hills, NC 40,288 4.4 61,158 NA 3,648 -- 54.1 54.1 4.8
Roanoke, VA 316,013 2.7% $55,867 $14.5 13,288 $378.4 -- $378.4 5.2%
Lynchburg, VA 262,137 3.4 53,020 9.3 9,151 180.3 -- 180.3 3.8
Charlottesville, VA 233,423 4.7 67,126 12.2 10,643 446.7 -- 446.7 9.9
Blacksburg, VA 183,199 2.9 48,740 6.7 6,059 614.5 -- 614.5 20.6
Winchester, VA 135,021 3.8 58,405 5.9 5,416 91.8 -- 91.8 3.7
Harrisonburg, VA 133,374 4.6 54,686 7.4 4,615 128.2 -- 128.2 6.0
Staunton, VA 121,226 2.7 54,245 5.0 4,417 368.4 -- 368.4 25.1
U
B
S
H
X
B
K
S
S
ha
re
d
Builds Presence in Key Markets
Source: SNL Financial; Bureau of Economic Analysis
(1) Deposits and deposit market share data is as of 6/30/2016
(2) GDP is for the year ended 12/31/2015
22
Hampton Roads Market Highlights
Source: SNL Financial; Hampton Roads Chamber of Commerce; Hampton Roads Economic Development Alliance
(1) Includes companies in the Virginia Beach MSA with NAICs as Healthcare and Social Assistance, Wholesale Trade, Manufacturing or Transportation and Warehousing.
Demographics Hampton Roads Market Overview
The Hampton Roads market is roughly defined as the Virginia Beach
Metropolitan Statistical Area (MSA)
It is recognized as the 33rd largest MSA in the United States, eighth
largest metro area in the Southeast United States and the second
largest between Atlanta and Washington, DC
It is the second largest in Virginia, with a total population of 1.7
million people
It is a vibrant, Mid-Atlantic region with a skilled workforce, world-
class port facilities and a diverse economy
The region boasts presence of 155+ international companies, a 50
foot shipping channel and 128 million consumers within one day’s
drive
120,000 active duty, reserve and civilian military / defense personnel
and 838,400 person civilian labor force, 91% with a high school
diploma or higher
Home to three Fortune 500 Corporations
Hampton Roads is the mid-Atlantic leader in U.S. waterborne foreign
commerce and is ranked second nationally behind the Port of South
Louisiana based on export tonnage
Total C&I businesses (1): 9,126
3.5%
5.9%
4.2%
4.4%
3.8%
7.3%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
Projected Population Growth
2017 - 2022 (%)
Projected Median HHI Growth
2017 - 2022 (%)
Virginia Beach MSA Virginia United States
Companies Headquartered in the Area
23
Achieves 2017 Priorities for Union
• Lowers CRE concentration and increases C&I
portfolio
• Adds dedicated C&I team in Northern Virginia
and significant C&I opportunity in Hampton
Roads and Raleigh
• Lowers loan to deposit ratio to 97%
• Adds meaningful retail presence in Hampton
Roads
• Expands commercial deposit base and
opportunity
• Efficiency ratio expected to be below 60% after
cost savings are realized
• Efficiently crosses from a financial perspective
• Infrastructure build out substantially complete
Diversification
Core Funding
Efficiency
$10 billion Asset
Crossing
• Loan portfolio
• Revenue streams
• Pace loan growth with deposit growth
• Target 95% loan to deposit ratio over time
• Drive efficiency ratio to <60%
• More revenue + lower cost structure
• Finalize preparations in 2017
24
Consideration(2)
Pro Forma Ownership
Executive Management
Board of Directors
Anticipated Close
Transaction Structure and Key Terms
Note: Financial data as of 3/31/2017, unless otherwise noted
Dollars in millions
(1) Combined represents the sum of UBSH and XBKS data and excludes any purchase accounting marks or merger adjustments
(2) Based upon closing prices as of 5/19/2017
Combined(1)
Total assets $8,670 $3,199 $11,869
Loans held for investment 6,554 2,357 8,911
Total deposits 6,617 2,620 9,237
Market capitalization (2) 1,378 621 1,999
Branches 113 42 155
• $701 million in diluted transaction value
• Fixed exchange ratio of 0.9354x of a share of UBSH for each share of XBKS common stock
• 100% stock
• Outstanding in-the-money options and U.S. Treasury warrants to be cashed out at closing
• Remaining in-the-money warrants to be converted into UBSH warrants at closing
• 67% UBSH / 33% XBKS
• John C. Asbury – President & Chief Executive Officer
• T. Gaylon Layfield – Executive Vice Chairman (for a transitional period)
• Robert M. Gorman – Executive Vice President and Chief Financial Officer
• Two Xenith representatives to join the combined company board of directors
• First quarter of 2018, subject to customary regulatory and shareholder approvals
25
Key Assumptions
Cost Savings
Credit Mark Gross loan credit mark of approximately 1.5%, or $37 million
Expected to be approximately $28 million pre-tax (fully phased-in)
− ~40% of XBKS’ 2018 estimated noninterest expense
− 80% realized in 2018, 100% annually thereafter
Merger & Integration Costs Expected to be approximately $33 million after-tax
$10 Billion Crossing Impact Pre-tax impact ~$11 million annualized, beginning third quarter 2019
Other Adjustments
Core deposit intangible of 1.50% ($26 million) assumed on non-time deposits, amortized sum-
of-years’-digits over 10 years
Borrowings write-up of $9 million
Deferred Tax Asset
No write-down of deferred tax asset required under current federal corporate tax rate of 35%
Under a 25% federal corporate tax rate the deferred tax asset would be written down by ~$42
million
Revenue Enhancements Identified revenue opportunities, but none assumed in financial model
Federal Corporate Tax Rate 35%
26 pro forma for announced transactions as of 5/22/17
Estimated Pro Forma Financial Metrics
(1) Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates. Includes purchase accounting marks and deal related expenses
(2) Projected bank level total capital
Key Transaction Impacts to UBSH (1)
2018E & 2019E EPS Accretion
IRR
Initial Tangible Book Value Impact
Tangible Book Value Earnback Period
Capital Ratios
TCE/ TA
Leverage Ratio
Common Equity Tier 1 Ratio
Tier 1 Ratio
Total Risk-Based Ratio
Loan Concentration Ratios (2)
C&D / Total Capital
CRE / Total Capital
Accretive
> 20%
Accretive
None
9.2%
9.6%
9.7%
10.8%
12.6%
8.9%
9.5%
9.5%
10.7%
12.5%
8.5%
9.4%
9.3%
10.5%
12.3%
83%
296%
84%
300%
85%
303%
Pro Forma at Close
35% Federal Corporate Tax Rate: 25% 15%
Mid single-digit
> 20%
Minimal Dilution
2.00 years
Mid single-digit
> 20%
Mid single-digit Dilution
3.75 years
35% Federal Corporate Tax Rate: 25% 15%
27
Comprehensive Due Diligence and Preparation
Deferred Tax Asset
Tax advisors completed thorough analysis on Xenith’s $154.9 million deferred tax asset
‒ Expect no impairment of Xenith’s deferred tax asset due to Section 382
‒ Anticipate up to $42 million write-off under an assumed federal tax rate of 25%
Thorough
Due Diligence
Process
Engaged third party resources for Credit, Tax and Legal diligence
Credit diligence
‒ Reviewed 50% of all outstanding commercial loan balances
‒ Reviewed 74% of all commercial loans risk-graded special mention or worse
‒ Reviewed 78% of all commercial classified loan balances
Additional diligence in areas of
‒ Retail / marketing strategy
‒ Commercial segment
‒ Marine finance
‒ Finance / accounting
Crossing
$10 Billion
Union has been preparing to cross $10 billion in assets since 2014
Merger will help defray the incremental regulatory expenses over a larger earnings and asset
base
Expect Durbin impact on interchange fees starting July 1, 2019
Expect first DFAST submission by July 31, 2019
‒ Risk management
‒ IT / bank
operations
‒ Human resources
Capital Plan
Pro forma company to remain “well capitalized”
C&D and CRE loan concentration ratios anticipated to remain in-line with current ratios
28
Union has been preparing to grow through $10 billion in assets since 2014
− Union has invested approximately $5 million pre-tax annual run rate in people, systems and infrastructure in IT,
Enterprise Risk and DFAST (Dodd Frank Stress Test)
− Accelerates Union’s growth over $10 billion in assets by one year
Organic growth: Mid 2019
With this transaction closing: Q1 2018
− Based on a Q1 2018 closing of the transaction, Union expects its reporting timeline to be as follows:
“As-of” date for first stress test December 31, 2018
First stress test reporting date July 31, 2019
First public disclosure October 15-31, 2019
Durbin amendment
− The Durbin amendment will limit the combined company’s fees charged to retailers for debit card processing
− The limit will go into effect on July 1st following the year in which the combined company reports $10 billion in
assets as of December 31st
− Based on a Q1 2018 closing of the merger, the combined company expects the impact to begin on July 1, 2019,
which is one year earlier than previously expected on a standalone basis
Crossing $10 Billion
29
APPENDIX
30
Diversified Loan Portfolio (Union)
31
Source: SNL Financial, Company documents, (1) Other by region includes Indirect Auto, Third Party Consumer Loans and General Ledger adjustments.
Loan Composition at September 30, 2017 – $6.899 Billion
Portfolio Characteristics
Average loan size $148,082
Weighted average maturity 82 months
Yield YTD (Tax Equivalent) 4.41%
Composition By Type Composition By Region
NOO CRE/Total
Capital Ratio:
312%
ADC/Total
Capital:
86%
Residential 1-4
Family
15%
NOOCRE
30%
Owner
Occupied CRE
13%
C&D
12%
Second
Mortgages
1%
Equity LOC
8%
C&I
8%
Personal
10%
Other
3%
Charlottesville,
15.7%
Richmond,
27.2%
Fredericksburg,
14.3%
Northern Neck,
2.8%
Hampton
Roads, 8.5%
Rappahannock,
8.2%
Northern
Virginia, 3.3%
Southwest &
Charlotte, 11.0%
Other, 9.0%
Commercial Real Estate Portfolio (Union)
32
Source: SNL Financial, Company documents
CRE Composition at September 30, 2017 - $3.020 Billion
Portfolio Characteristics
10 largest loans 6.6% of CRE portfolio
10 largest loans 2.4% of total loan portfolio
Weighted average maturity 60 months
Weighted average coupon 4.04%
Composition By Type Composition By Region
Retail by Type
Owner
Occupied
30%
Retail
14%
Office
15%
Office
Warehouse
9%
Hotel, Motel,
B&B
7%
Special Use
9%
Small Mixed
Use Building
3%
Other
1%
Multifamily
12%
Charlottesville,
18.3%
Richmond,
26.5%
Fredericksburg,
14.6%
Northern Neck,
0.6%
Hampton Roads,
12.4%
Rappahannock,
4.3%
Northern
Virginia, 7.3%
Southwest, 8.1%
Other, 7.7%
Anchored
Shopping
Center, 16%
Non-Anchored
Shopping
Center, 47%
Retail Condos,
1%
Stand-Alone
Retail Bldgs-
Credit Tenant,
17%
Stand-Alone
Retail Bldgs-
Non-Credit
Tenant, 19%
Construction and Development Loans (Union)
33
Source: Company documents
C&D Composition at September 30, 2017 - $841 million
Portfolio Characteristics
10 largest loans 16.6% of C&D portfolio
10 largest loans 2.7% of total loan portfolio
Weighted average maturity 22 months
Weighted average coupon 4.30%
C&D Loans/Total Capital Ratio 86.0%
• 39.5% commercial construction, 23.1% residential construction and remainder of portfolio divided between
raw land, land development and lots
• Most C&D loans have interest reserves
• Residential A&D loans must have 50% or more of the lots under contract to close
• CRE construction loans must be approved with a UB&T-provided mini-perm
Charlottesville
13%
Richmond
36%
Fredericksburg
16%
Northern Neck
1%
Hampton Roads
10%
Rappahannock
3%
Northern Virginia
5%
Southwest &
Charlotte
5%
Corporate
11%
Core Deposit Base (Union)
34 (1) Time deposits greater than $100,000
Note: Minimal exposure to CDARS/ICS deposits
Source: SNL Financial, Company documents
Deposit Composition at September 30, 2017 - $6.882 Billion
Deposit Base Characteristics
Average cost of interest bearing deposits 48 basis points
Average total cost of deposits 37 basis points
60% Consumer and 40% Commercial
#1 deposit market share for Virginia-headquartered banks in Richmond MSA
49% in transactional accounts
Non-interest
Bearing
22%
NOW
27%
Money Market
24%
Savings
8%
Jumbo Time¹
9%
Retail Time
10% Consumer Noninterest Checking 23%
Commercial Noninterest Checking 77%
Total Noninterest Checking 100%
Consumer Interest Checking 55%
Commercial Interest Checking 42%
Instiutional Interest Checking 3%
Total Interest Checking 100%
Consumer Money Market 71%
Commercial Money Market 24%
Public Funds Money Market 5%
Total Money Market 100%
Consumer and IRA CDs 81%
Commercial CDs 16%
Institutional / Public Funds CDs 3%
Total CDs 100%
C&D
12%
1-4 Family
24%
Multifamily
5%
Ow ner-
Occupied
CRE
13%
Non Ow ner-
Occupied
CRE
25%
C&I
9%
Consumer &
Other
11%
Pro Forma Loan Portfolio
Source: SNL Financial
Dollars in millions
Data as of or for the three months ended 3/31/2017
(1) Excludes purchase accounting adjustments
UBSH XBKS Pro Forma (1)
C&D
10%
1-4 Family
17%
Multifamily
6%
Ow ner-
Occupied
CRE
11%Non Ow ner-
Occupied
CRE
18%
C&I
21%
Consumer &
Other
17%
C&D
11%
1-4 Family
22%
Multifamily
6%
Ow ner-
Occupied
CRE
13%
Non Ow ner-
Occupied
CRE
24%
C&I
12%
Consumer &
Other
12%
Yield on Total Loans: 4.29% Yield on Total Loans: 4.59%
Total Loans: $6,574 Total Loans: $2,357 Total Loans: $8,931
35
Pro Forma Deposit Composition
Source: SNL Financial
Dollars in millions
Data as of or for the three months ended 3/31/2017
Note: Jumbo time deposits defined as time deposits greater than $250,000
(1) Excludes purchase accounting adjustments
UBSH XBKS Pro Forma (1)
Demand
Deposits
23%
NOW
Accounts
27%
Money
Market &
Savings
32%
Retail Time
Deposits
16%
Jumbo
Time
Deposits
3% Demand
Deposits
21%
NOW
Accounts
12%
Money
Market &
Savings
35%
Retail Time
Deposits
30%
Jumbo
Time
Deposits
3%
Cost of Total Deposits: 0.32% Cost of Total Deposits: 0.61%
Demand
Deposits
22%
NOW
Accounts
23%Money
Market &
Savings
33%
Retail Time
Deposits
20%
Jumbo
Time
Deposits
3%
Total Deposits: $6,617 Total Deposits: $2,620 Total Deposits: $9,237
Pro Forma
Loans / Deposits: 97%
36
Non-GAAP Measures
In reporting the results of the quarter ended September 30, 2017, and in prior periods, the
Company has provided supplemental performance measures on a tax-equivalent, tangible, or
operating basis. These measures are a supplement to GAAP used to prepare the Company’s
financial statements and should not be considered in isolation or as a substitute for comparable
measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP
measures may not be comparable to non-GAAP measures of other companies.
Net interest income (FTE), which is used in computing net interest margin (FTE), provides
valuable additional insight into the net interest margin by adjusting for differences in tax
treatment of interest income sources.
The Company believes tangible common equity is an important indication of its ability to grow
organically and through business combinations as well as its ability to pay dividends and to
engage in various capital management strategies. Tangible common equity is used in the
calculation of certain profitability, capital, and per share ratios. These ratios are meaningful
measures of capital adequacy because they provide a meaningful base for period-to-period
and company-to-company comparisons, which the Company believes will assist investors in
assessing the capital of the Company and its ability to absorb potential losses.
37
Reconciliation to GAAP
38
Nine Months Ended
September 30, September 30, June 30, March 31,
(Dollars in thousands) 2017 2017 2017 2017 2016 2015 2014 2013
Net Interest Income & Core Net Interest Income (FTE)
Net interest income (GAAP) 206,765$ 71,198$ 68,999$ 66,567$ 265,150$ 251,834$ 255,018$ 151,626$
FTE adjustment 7,836 2,648 2,648 2,540 10,244 9,079 8,127 5,256
Net Interest Income FTE (non-GAAP) 214,601 73,846 71,647 69,107 275,394 260,913 263,145 156,882
Average earning assets $7,922,944 $8,167,919 $7,934,405 $7,660,937 7,249,090$ 6,713,239$ 6,437,681$ 3,716,849$
Net interest margin (GAAP) 3.49% 3.46% 3.49% 3.52% 3.66% 3.75% 3.96% 4.08%
Net interest margin (FTE) (non-GAAP) 3.62% 3.59% 3.62% 3.66% 3.80% 3.89% 4.09% 4.22%
Year Ended December 31,
Net interest income (FTE), which is used in computing net interest margin (FTE), provides valuable additional insight into the net interest margin by adjusting for differences in tax treatment of
interest income sources.
Three Months Ended
Reconciliation to GAAP
39
Nine Months Ended
September 30, September 30, June 30, March 31,
(Dollars in thousands) 2017 2017 2017 2017 2016 2015 2014 2013
Tangible Assets
Ending assets (GAAP) 9,029,436$ 9,029,436$ 8,915,187$ 8,669,920$ 8,426,793$ 7,693,291$ 7,358,643$ 4,176,353$
Less: Ending intangible assets 314,208 314,208 315,613 317,156 318,793 316,832 325,277 71,380
Ending tangible assets (non-GAAP) 8,715,228$ 8,715,228$ 8,599,574$ 8,352,764$ 8,108,000$ 7,376,459$ 7,033,366$ 4,104,973$
Tangible Common Equity
Ending common stockholders' equity (GAAP) 1,041,371$ 1,041,371$ 1,030,869$ 1,015,631$ 1,001,032$ 995,367$ 977,169$ 437,810$
Less: Ending intangible assets 314,208 314,208 315,613 317,156 318,793 316,832 325,277 71,380
Ending tangible common stockholders' equity (non-GAAP) 727,163$ 727,163$ 715,256$ 698,475$ 682,239$ 678,535$ 651,892$ 366,430$
Average common stockholders' equity (GAAP) 1,024,853$ 1,037,792$ 1,026,148$ 1,010,318$ 994,785$ 991,977$ 983,727$ 435,635$
Less: Average intangible assets 316,375 314,872 316,355 317,934 318,131 320,906 333,495 73,205
Average tangible common stockholders' equity (non-GAAP) 708,478$ 722,920$ 709,793$ 692,384$ 676,654$ 671,071$ 650,232$ 362,430$
ROE (GAAP) 7.53% 7.90% 7.02% 7.68% 7.79% 6.76% 5.30% 7.89%
ROTCE (non-GAAP) 10.90% 11.34% 10.15% 11.20% 11.45% 10.00% 8.02% 9.48%
Common equity to total assets (GAAP) 11.53% 11.53% 11.56% 11.71% 11.88% 12.94% 13.28% 10.48%
Tangible common equity / tangible assets (non-GAAP) 8.34% 8.34% 8.32% 8.36% 8.41% 9.20% 9.27% 8.93%
The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to
engage in various capital management strategies. Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. These ratios are meaningful measures of
capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital
of the Company and its ability to absorb potential losses.
Year Ended December 31,
Three Months Ended
Reconciliation to GAAP
40
Nine Months Ended
September 30, September 30, June 30, March 31,
(Dollars in thousands, except per share amounts) 2017 2017 2017 2017 2016 2015 2014 2013
Operating Measures
Net income (GAAP) 57,737$ 20,658$ 17,956$ 19,124$ 77,476$ 67,079$ 52,164$ 34,366$
Acquisition and conversion costs, net of tax 3,020 661 2,358 - - - 13,724 2,042
Net operating earnings (non-GAAP) 60,757$ 21,319$ 20,314$ 19,124$ 77,476$ 67,079$ 65,888$ 36,408$
Weighted average common shares outstanding, diluted 43,767,502 43,792,058 43,783,952 43,725,923 43,890,271 45,138,891 46,130,895 25,030,711
Earnings per common share, diluted (GAAP) 1.32$ 0.47$ 0.41$ 0.44$ 1.77$ 1.49$ 1.13$ 1.37$
Operating earnings per common share, diluted (non-GAAP) 1.39$ 0.49$ 0.46$ 0.44$ 1.77$ 1.49$ 1.43$ 1.45$
Average assets (GAAP) 8,730,815$ 8,973,964$ 8,747,377$ 8,465,517$ 8,046,305$ 7,492,895$ 7,250,494$ 4,051,850$
ROA (GAAP) 0.88% 0.91% 0.82% 0.92% 0.96% 0.90% 0.72% 0.85%
Operating ROA (non-GAAP) 0.93% 0.94% 0.93% 0.92% 0.96% 0.90% 0.91% 0.90%
Average common equity (GAAP) 1,024,853$ 1,037,792$ 1,026,148$ 1,010,318$ 994,785$ 991,977$ 983,727$ 435,635$
ROE (GAAP) 7.53% 7.90% 7.02% 7.68% 7.79% 6.76% 5.30% 7.89%
Operating ROE (non-GAAP) 7.93% 8.15% 7.94% 7.68% 7.79% 6.76% 6.70% 8.36%
Average tangible common equity (non-GAAP) 708,478$ 722,920$ 709,793$ 692,384$ 676,654$ 671,071$ 650,232$ 362,430$
ROTCE (non-GAAP) 10.90% 11.34% 10.15% 11.20% 11.45% 10.00% 8.02% 9.48%
Operating ROTCE (non-GAAP) 11.47% 11.70% 11.48% 11.20% 11.45% 10.00% 10.13% 10.05%
Noninterest expense (GAAP) 174,821$ 57,496$ 59,930$ 57,395$ 222,703$ 216,882$ 238,216$ 137,047$
Less: Acquisition and conversion costs 3,476 732 2,744 - - - 20,345 2,132
Operating noninterest expense (non-GAAP) 171,345$ 56,764$ 57,186$ 57,395$ 222,703$ 216,882$ 217,871$ 134,915$
Net interest income (GAAP) 206,765$ 71,198$ 68,999$ 66,567$ 265,150$ 251,834$ 255,018$ 151,626$
Net interest income (FTE) (non-GAAP) 214,601 73,846 71,647 69,107 275,394 260,913 263,145 156,882
Noninterest income (GAAP) 54,430 17,536 18,056 18,839 70,907 65,007 61,287 38,728
Efficiency ratio (GAAP) 66.93% 64.80% 68.84% 67.20% 66.27% 68.45% 75.31% 72.00%
Efficiency ratio (FTE) (non-GAAP) 64.98% 62.92% 66.81% 65.26% 64.31% 66.54% 73.43% 70.06%
Operating efficiency ratio (FTE) (non-GAAP) 63.69% 62.12% 63.75% 65.26% 64.31% 66.54% 67.15% 68.97%
Year Ended December 31,
Operating measures exclude acquisition and conversion costs unrelated to the Company’s normal operations. The Company believes these measures are useful to investors as they exclude
certain costs resulting from acquisition activity and allow investors to more clearly see the combined economic results of the organization's operations.
Three Months Ended