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Investor
Presentation
Nasdaq: UBSH
February/March 2018
Certain statements in this presentation which are not statements of historical fact constitute forward-looking
statements within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as
amended, or the “Securities Act,” and Section 21E of the Exchange Act. Forward-looking statements include
statements with respect to our beliefs, plans, objectives, goals, targets, expectations, anticipations, assumptions,
estimates, intentions and future performance and involve known and unknown risks, many of which are beyond
our control and which may cause our actual results, performance or achievements or the commercial banking
industry or economy generally, to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are forward-looking statements. You can identify these
forward-looking statements through our use of words such as “believes,” “anticipates,” “expects,” “may,” “will,”
“assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential”
and other similar words and expressions of the future or otherwise regarding the outlook for our future business
and financial performance and/or the performance of the commercial banking industry and economy in general.
Forward-looking statements may include, without limitation:
• projections of revenues, expenses, income, income per share, net interest margins, asset growth, loan
production, asset quality, deposit growth and other performance measures;
• statements regarding the anticipated benefits from or other effects of the merger between Union and
Xenith;
• statements regarding expansion of operations, including branch openings, entrance into new markets,
development of products and services, and execution of strategic initiatives; and
• discussions of the future state of the economy, competition, regulation, taxation, our business strategies,
subsidiaries, investment risk and policies.
Forward-looking statements are subject to various risks and uncertainties, which change over time, are based
on management’s expectations and assumptions at the time the statements are made and are not guarantees of
future results. Actual future performance, outcomes and results may differ materially from those expressed in or
contemplated by these forward-looking statements due to certain risks, uncertainties and assumptions, many of
which are beyond our ability to control or predict. Certain factors that may affect our future results include, but
are not limited to:
• the possibility that any of the anticipated benefits of the merger of Xenith with and into the Company, with
the Company surviving, will not be realized or will not be realized within the expected time period, the
businesses of the Company and Xenith may not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected, the expected revenue synergies and cost savings
from the merger may not be fully realized or realized within the expected time frame, revenues following the
merger may be lower than expected, or customer and employee relationships and business operations
may be disrupted by the merger;
• future adjustments to the preliminary unaudited financial information for the three- and twelve-month
periods ended December 31, 2017 or the pro forma financial information included in this presentation;
• changes in interest rates;
• general economic and financial market conditions;
• the Company’s ability to manage its growth or implement its growth strategy;
• the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets;
• levels of unemployment in the Bank’s lending area;
• real estate values in the Bank’s lending area;
• an insufficient allowance for loan losses;
• the quality or composition of the Company’s loan or investment portfolios;
• concentrations of loans secured by real estate, particularly commercial real estate;
• the effectiveness of the Company’s credit processes and management of the Company’s credit risk;
• demand for loan products and financial services in the Company’s market area;
• the Company’s ability to compete in the market for financial services;
• technological risks and developments, and cyber attacks or events;
• performance by the Company’s counterparties or vendors;
• deposit flows;
• the availability of financing and the terms thereof;
• the level of prepayments on loans and mortgage-backed securities;
• legislative or regulatory changes and requirements;
• the impact of the federal Tax Cuts and Jobs Act (the “Tax Act”) signed into law on December 22, 2017,
including, but not limited to, the effect of the lower federal corporate income tax rate, including on the
valuation of our tax assets and liabilities;
• any future refinements to our preliminary analysis of the impact of the Tax Act on us;
• changes in the effect of the Tax Act due to issuance of interpretive regulatory guidance or enactment of
corrective or supplemental legislation;
• monetary and fiscal policies of the U.S. government including policies of the U.S. Department of the
Treasury and the Federal Reserve;
• accounting principles and guidelines; and
• the risks outlined in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31,
2016, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and
September 30, 2017 and in other annual, quarterly and current reports that we may file with the Securities
and Exchange Commission.
Should one or more of the foregoing risks materialize, or should underlying assumptions prove incorrect, actual
results or outcomes may vary materially from those described in the forward-looking statements. Forward-
looking statements included herein should not be relied upon as representing our expectations or beliefs as of
any date subsequent to the date of this presentation. Except as required by law, we undertake no obligation to
update or revise any forward-looking statements contained in this presentation, whether as a result of new
information, future events or otherwise. The factors discussed herein are not intended to be a complete
summary of all risks and uncertainties that may affect our businesses. Though we strive to monitor and mitigate
risk, we cannot anticipate all potential economic, operational and financial developments that may adversely
impact our operations and our financial results. Forward-looking statements should not be viewed as predictions
and should not be the primary basis upon which investors evaluate an investment in our securities.
Forward Looking Statements
2
Unaudited Pro Forma Financial Information
The unaudited pro forma financial information included herein is
presented for informational purposes only and does not necessarily
reflect the financial results of the combined company had the
companies actually been combined during periods presented. The
adjustments included in this unaudited pro forma financial
information are preliminary and may be significantly revised and
may not agree to actual amounts finally recorded by Union. This
financial information does not reflect the benefits of the merger’s
expected cost savings and expense efficiencies, opportunities to
earn additional revenue, potential impacts of current market
conditions on revenues or asset dispositions, among other factors,
and includes various preliminary estimates and may not necessarily
be indicative of the financial position or results of operations that
would have occurred if the merger had been completed on the date
or at the beginning of the period indicated or which may be attained
in the future.
Non-GAAP Financial Measures
Union reports its results in accordance with United States generally
accepted accounting principles (“GAAP”). However, management
believes that certain non-GAAP performance measures used in
managing the business may provide meaningful information about
underlying trends in its business. Non-GAAP financial measures
should be viewed in addition to, and not as an alternative for,
Union’s reported results prepared in accordance with GAAP.
Please see “Reconciliation of Non-GAAP Disclosures” at the end of
this presentation for a reconciliation to the nearest GAAP financial
measure.
No Offer or Solicitation
This presentation does not constitute an offer to sell or a solicitation
of an offer to buy any securities. This presentation has been
prepared primarily for security analysts and investors to serve as a
convenient and useful reference document. Any offers to sell,
solicitations of offers to buy or sales of securities, if any, will be
made in accordance with the requirements of the Securities Act of
1933, as amended.
About Union Bankshares Corporation
Headquartered in Richmond, Virginia, Union Bankshares
Corporation (Nasdaq: UBSH) is the holding company for Union
Bank & Trust. Union Bank & Trust has 150 banking offices, 39 of
which are operated as Xenith Bank, a division of Union Bank &
Trust of Richmond, Virginia, and approximately 220 ATMs located
throughout Virginia, and in portions of Maryland and North Carolina.
Union Bank & Trust also operates Shore Premier Finance, a
specialty marine lender. Non-bank affiliates of the holding
company include: Union Mortgage Group, Inc., which provides a full
line of mortgage products, Old Dominion Capital Management, Inc.,
which provides investment advisory services, and Union Insurance
Group, LLC, which offers various lines of insurance products.
Additional Information
3
Virginia
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Our Company
Highlights (pro forma 12/31/17)(1)
UBSH (150)
Pricing data as of 1/22/18
(1) Unaudited balance sheet figures as of 12/31/17 shown on a pro forma basis, inclusive of preliminary estimated purchase accounting adjustments, as if the merger with Xenith
Bankshares, Inc. had occurred on 12/31/17
(2) Excludes brokered deposits
$13.0 billion in assets $9.6 billion in loans
$2.5 billion market capitalization $9.4 billion in customer deposits (2)
• Largest regional banking company headquartered in Virginia
• Statewide Virginia footprint of 141 branches in all major
markets
• #1 regional bank deposit market share in Virginia
• Positioned for growth with organic and acquisition opportunities
throughout the region
• Strong balance sheet and capital levels
• Committed to top-tier financial performance
• New and highly experienced management team
4
Investment Highlights
Source: SNL Financial and FDIC deposit data
(1) Excludes branches with deposits greater than $1.0 billion
(2) Under federal corporate tax rate of 21.0%
The Right
Scale
The Right
Markets
The Right
Team
The Right
Targets
• Largest Virginia headquartered regional banking company ($13 billion in assets)
• #1 deposit market share ranking in Virginia among Virginia-based banks (1)
• Operating with a statewide Virginia footprint of 141 branches in all major markets with 9
additional branches in North Carolina and Maryland
• Diversified business model
• Uniquely positioned in one of the most attractive markets in the U.S.
• Xenith acquisition accelerated growth in the attractive Hampton Roads market
• C&I platform primed for growth, with an opportunity to leverage platform and commercial deposit
gathering expertise across our footprint
• New management team led by John Asbury (25+ years of banking experience)
• Experienced executives with a proven track record from larger institutions and experience in
M&A integration
• Union is an attractive destination for top tier talent, leading to successful recruiting efforts and an
improved competitive position
• Focus on top tier performance metrics and profitability to drive upside
– Committed to realizing cost savings and achieving business synergy opportunities
– Operating Targets (2): ROA: 1.3% - 1.5% / ROTCE: 15% - 17% / Efficiency Ratio: < 55%
5
Virginia’s Bank
Virginia: Banks Headquartered in VA Virginia: All Banks
Source: SNL Financial and FDIC deposit data
Deposit data as of 6/30/17; pro forma for announced transactions
Note: Excludes branches with deposits greater than $1.0 billion
Deposits Market
Rank Institution ($mm) Share Branches
1 Wells Fargo & Co. $27,452 16.8 % 275
2 BB&T Corp. 23,236 14.2 327
3 Bank of America Corp. 18,010 11.0 131
4 SunTrust Banks Inc. 16,551 10.1 190
5 Union Bankshares Corp. 8,902 5.4 141
6 United Bankshares Inc. 7,062 4.3 70
7 TowneBank 6,093 3.7 32
8 Capital One Financial Corp. 6,017 3.7 55
9 PNC Financial Services Group Inc. 3,833 2.3 96
10 Carter Bank & Trust 3,428 2.1 87
Top 10 Banks $120,584 73.7 % 1,404
All Institutions in Market $163,549 100.0 % 2,349
Deposits Market
Rank Institution ($mm) Share Branches
1 Union Bankshares Corp. $8,902 16.2 % 141
2 TowneBank 6,093 11.1 32
3 Capital One Financial Corp. 6,017 10.9 55
4 Carter Bank & Trust 3,428 6.2 87
5 Burke & Herbert Bank & Trust Co. 2,343 4.3 25
6 Access National Corp. 2,201 4.0 15
7 Southern National Bancorp of Virginia Inc. 1,721 3.1 41
8 First Bancorp Inc. 1,243 2.3 20
9 C&F Financial Corp. 1,129 2.0 26
10 National Bankshares Inc. 1,062 1.9 25
Top 10 Virginia Banks $34,138 62.0 % 467
All Virginia Institutions in Market $55,104 100.0 % 949
Statewide branch footprint brings unique franchise value
6
Diversity Supports Growth In Virginia
Northern
Virginia
Richmond • State Capital, Fortune 500 headquarters (6), VCU & VCU Medical Center
• $2.6 billion in-market deposits and total deposit market share of 11.4%
• Nation’s capital, Defense and security contracts, Associations (lobbyists), High-Tech
• Only two branches in Virginia’s largest market
Roanoke -
Blacksburg
• Virginia Tech, Healthcare, Fortune 500 headquarters (1), Retail
• $1.1 billion in-market deposits and total deposit market share of 10.3%
Virginia Beach
- Norfolk
• Military, Shipbuilding, Fortune 500 headquarters (3), Tourism
• $1.2 billion in-market deposits and total deposit market share of 4.9%
Fredericksburg • Defense and security contractors, Healthcare, Retail, Real Estate development
• $997 million in-market deposits and total deposit market share of 23.5%
Charlottesville • University of Virginia, High-tech and professional businesses, Real Estate development
• $497 million in-market deposits and total deposit market share of 10.2%
Source: SNL Financial
Deposit data as of 6/30/17; pro forma for announced transactions; Fredericksburg market defined as Caroline, Fredericksburg City, King George, Spotsylvania and
Stafford counties; all other markets per MSA definitions in SNL
7
Among The Most Attractive
Markets in USA
Source: SNL Financial; Bureau of Economic Analysis; Bureau of Labor Statistics, Statista.com, U.S. News & World Report; Forbes, U.S. Small Business Administration, USA Today
Unemployment data as of 11/17/17, and GDP data as of 11/21/17
2018 Median HHI ($) 2018 Population (mm)
# State HHI ($) # State Population (mm)
1 District of Columbia $82,192 1 California 39.7
2 Maryland 81,294 2 Texas 28.5
3 Hawaii 80,637 3 Florida 21.1
4 Alaska 79,735 4 New York 19.8
5 New Jersey 78,317 5 Pennsylvania 12.8
6 Massachusetts 77,248 6 Illinois 12.8
7 Connecticut 76,633 7 Ohio 11.6
8 New Hampshire 75,742 8 Georgia 10.5
9 Virginia 71,167 9 North Carolina 10.3
10 California 71,061 10 Michigan 9.9
11 Washington 69,697 11 New Jersey 9.0
12 Utah 69,694 12 Virginia 8.5
13 Colorado 69,546 13 Washington 7.4
14 Minnesota 68,744 14 Arizona 7.1
15 New York 66,418 15 Massachusetts 6.9
GDP ($bn) Fortune 500 Companies
# State GDP ($bn) # State # of Companies
1 California $2,717 1 New York 54
2 Texas 1,678 2 California 53
3 New York 1,539 3 Texas 50
4 Florida 965 4 Illinois 36
5 Illinois 812 5 Ohio 25
6 Pennsylvania 742 6 Virginia 23
7 Ohio 647 7 New Jersey 21
8 New Jersey 586 8 Pennsylvania 21
9 Georgia 551 9 Connecticut 18
10 North Carolina 539 10 Minnesota 18
11 Massachusetts 523 11 Michigan 17
12 Michigan 511 12 Florida 17
13 Virginia 508 13 Georgia 17
14 Washington 500 14 Massachusetts 13
15 Maryland 393 15 North Carolina 12
ranked Virginia the 5th Best State for Business
• 3rd in Labor Supply
• 2nd in Regulatory Environment
• 14th in Growth Prospects
Virginia has the 20th lowest Unemployment Rate of any state
ranked Virginia #11 for Economic Opportunity
• 11th lowest Poverty Rate
• Virginia is home to 706,626 Small Businesses
ranked Virginia 10th of America’s Best States to Live In
8th most educated state in America and home to more than 10 elite
colleges and universities
8
Fourth Quarter Financial Highlights
Net Interest Margin
(GAAP / FTE)
Net Income (Loss) &
EPS
Efficiency Ratio
(GAAP / FTE)
Loan Growth (2)
Deferred Tax Asset
Writedown (3)
ROA &
ROE / ROTCE
• 13.5%
• $57.2 million
9
Data as of or for the three months ended 12/31/17
(1) Excludes merger-related costs and nonrecurring tax expenses unrelated to normal operations; non-GAAP financial measure; see reconciliation to most directly comparable GAAP measure in "Appendix –
Reconciliation of Non-GAAP Disclosures"
(2) Growth rates calculated as annualized Q4 results
(3) Writedown related to the Tax Cuts and Jobs Act, which was enacted December 22, 2017, and among other things, permanently lowers the federal corporate income tax rate from 35% to 21%
• $15.2 million
• $0.35
• $22.8 million
• $0.52
• 3.51% • 3.64%
• ROA: 0.66%
• ROE: 5.75%
• ROA: 1.00%
• ROTCE: 12.32%
• 66.1% • 62.1%
• 14.1%
• 3.51% • 3.53%
• ROA: (6.87%)
• ROE: (45.36%)
• ROA: 0.85%
• ROTCE: 5.97%
• 87.7% • 59.2%
• $6.3 million
• ($55.8) million • $6.9 million
GAAP Operating (1) GAAP Operating (1)
Strong Track Record of Performance
(GAAP)
NIM (%) ROA (%)
Data as of or for the twelve months ended each respective year, except for Q417 data which is as of or for the three months ended December 31, 2017.
ROE (%) Efficiency Ratio (%)
10
72.0% 75.3%
68.5% 66.3% 66.7% 66.1%
2013 2014 2015 2016 2017 Q4 17
Strong Track Record of Performance
(Non-GAAP)
NIM (FTE) (2) (%) Operating ROA (1) (2) (%)
Data as of or for the twelve months ended each respective year , except for Q417 data which is as of or for the three months ended December 31, 2017.
(1) Excludes merger-related costs and nonrecurring tax expenses unrelated to normal operations
(2) Non-GAAP financial measure; See reconciliation to most directly comparable GAAP measure in "Appendix -- Reconciliation of Non-GAAP Disclosures”
Operating ROTCE (1) (2) (%) Operating Efficiency Ratio (FTE) (1) (2)
(%)
11
Diversified and Granular
Loan Portfolio
Composition by Region Composition by Type
Pro Forma Loan Composition at December 31, 2017 - $9.6 Billion
Non-Owner
Occupied CRE
28%
C&D
13%
Owner
Occupied CRE
13%
C&I
11%
Residential 1-4
Family
14%
Equity LOC
7%
Second
Mortgages
<1%
Personal
11%
Other
3% Richmond
27%
Hampton Roads
15%
Rappahannock,
Northern Neck,
Fredericksburg
19%
Northern
Virginia
5%
Southwest
8%
Corporate
11%
Out Of State
4%
Charlottesville
12%
Portfolio Characteristics
Duration 1.6 Years
Weighted Average Coupon (Tax Equivalent) 4.35%
Note: Figures may not total to 100% due to rounding
Unaudited balance sheet figures as of 12/31/17 shown on a pro forma basis, excluding purchase accounting adjustments, as if the merger with Xenith Bankshares, Inc. had occurred on 12/31/17
12
Relationship-based
Commercial Real Estate Lending
Pro Forma CRE Composition at December 31, 2017 - $4.0 Billion
Unaudited balance sheet figures as of 12/31/17 shown on a pro forma basis, excluding purchase accounting adjustments, as if the merger with Xenith Bankshares, Inc. had occurred on 12/31/17
Portfolio Characteristics
10 largest loans 5.8% of CRE portfolio
10 largest loans 2.4% of total loans
Duration 1.7 Years
Weighted Average Coupon (Tax Equivalent) 4.21%
Owner
Occupied
32%
Retail
13%Office
14%
Office
Warehouse
8%
Hotel, Motel,
B&B
7%
Special Use
9%
Small Mixed
Use Building
2%
Multifamily
13%
Other
2%
Richmond
29%
Hampton Roads
19%
Rappahannock,
Northern Neck,
Fredericksburg
18%
Northern
Virginia
5%
Southwest
9%
Charlottesville
16%
Out of State
4%
Other
< 1%
13
Composition by Region Composition by Type
Attractive Core Deposit Base
Cost of deposits - 49 bps
90% core deposits (2)
45% transactional accounts
#1 in deposit market share for community banks in
Richmond and Charlottesville MSAs and Fredericksburg
#2 in deposit market share for community banks in
Blacksburg-Christiansburg-Radford MSA
Non-interest
Bearing
21%
NOW
24%
Money Market
27%
Savings
7%
Jumbo Time
10%
Retail Time
11%
Pro Forma Deposit Composition (1)
History of Core Deposit Growth (3) ($mm)
$5,438 $5,575 $5,730
$5,849 $6,059 $6,183 $6,261 $6,370
$2,120
Q1 '16 Q2 '16 Q3 '16 Q4 '16 Q1 '17 Q2 '17 Q3 '17 Q4 '17
Deposit Base Characteristics (1)
14
$8,490
(1) Unaudited balance sheet figures as of 12/31/17 shown on a pro forma basis, excluding brokered deposits and purchase accounting adjustments, as if the merger with Xenith Bankshares, Inc. had
occurred on 12/31/17 (2) Core deposits defined as total deposits less jumbo time deposits (3) Compound annual growth rate for UBSH standalone core deposits
XBKS
UBSH
Pro Forma Customer Deposit Composition at December 31, 2017 - $9.4 Billion
(1) Unaudited balance sheet figures as of 12/31/17 shown on a pro forma basis, inclusive of preliminary estimated purchase accounting adjustments, as if the merger with Xenith Bankshares, Inc. had
occurred on 12/31/17, inclusive of DTA writedown
(2) Unaudited balance sheet figures as of 9/30/17 shown on a pro forma basis, inclusive of preliminary estimated purchase accounting adjustments, as if the merger with Xenith Bankshares, Inc. had
occurred on 9/30/17, inclusive of DTA writedown
(3) Non-GAAP financial measure; See reconciliation to most directly comparable GAAP measure in "Appendix -- Reconciliation of Non-GAAP Disclosures"
Solid Capital Position
Pro Forma Capital Position Regulatory Capital Composition (2)
Total Risk Based Capital: $1,332 mm
15
CET1
76%
Trust
Preferred
9%
Sub Debt
12%
Tier 2 ALLL
3%TCE / TA (1) (3) 8.9%
CET1 Ratio (2) 9.6%
Tier 1 Capital Ratio (2) 10.7%
Total Capital Ratio (2) 12.5%
Leverage Ratio (2) 9.4%
CRE / Total Risk-Based Capital (2) 313%
• Increase Commercial lending growth (Commercial & Industrial + Owner Occupied
Real Estate) in order to better balance the total loan portfolio over time
• Grow fee-based products and services
• Achieve and sustain top tier financial performance
• Invest in talent, develop a culture of coaching and development, and align total
rewards with corporate goals and objectives
• Leverage commercial expertise and new market opportunities
• Achieve cost saves and successful conversion
• Create differentiated client experiences that make banking easier
• Continue to build our brand in existing and new geographies
• Fund loan growth with deposit growth; attain a 95% loan to deposit ratio over time
• Grow core deposits with particular focus on increasing commercial and small
business operating accounts
• Leverage technology to lower cost, improve quality and support growth
• Build scalable, replicable processes
Manage to Higher Levels
of Performance
Diversify Loan Portfolio
and Revenue Streams
Integrate Xenith
Create a More Enduring
and Distinctive Brand
Grow Core Funding
Improve Efficiency
16
Union’s 2018 Strategic Priorities
Pricing data as of 1/22/18
(1) Under federal corporate income tax rate of 21.0%
(2) Unaudited balance sheet figures as of 12/31/17 shown on a pro forma basis, inclusive of preliminary estimated purchase accounting adjustments, as if the merger with Xenith Bankshares, Inc. had
occurred on 12/31/17; share count excludes unvested restricted stock awards
(3) Non-GAAP financial measure; See reconciliation to most directly comparable GAAP measure in "Appendix -- Reconciliation of Non-GAAP Disclosures"
(4) Calculated as UBSH’s most recent quarterly dividend per share of $0.21 annualized divided by UBSH per share stock price of $38.80 as of 1/22/18, expressed as a percentage
Value Proposition
Financial Targets (1)
ROA
ROTCE
Efficiency
Ratio
1.3% - 1.5%
15% - 17%
< 55%
Valuation Upside
Committed to top-tier financial performance Attractive trading multiples & dividend yield
Dividend
Yield (4)
Price / 2019E
Consensus EPS
Price / Pro Forma
TBVPS (2) (3)
13.3x
235%
2.2%
17
Investment Highlights
The Right
Scale
The Right
Markets
The Right
Team
The Right
Targets
• Deep team with broad experience
• Experience in M&A integration
• Attractive destination for top tier talent
• Targeting top tier performance
• ROA: 1.3% - 1.5%
• ROTCE: 15% - 17%
• $13 billion in assets
• Strong market share
• Extensive product mix, enhanced C&I focus
• Growing, economically diversified
• Presence across state
• Scale in the sizable Richmond and Hampton Roads markets
18
Appendix
Executive Management Team
John C. Asbury
President & CEO
1 year at Union
25+ years of experience in the banking industry, primarily at Bank of America
and Regions Bank
Former President and CEO of First National Bank of Santa Fe
Robert M. Gorman
Executive Vice President & CFO
5 years at Union
25+ years of experience in the banking industry
Former Senior Vice President at SunTrust Banks, Inc.
David V. Ring
Executive Vice President,
Commercial Banking Executive
Recently hired by Union
25+ years of experience in the banking industry
Former Head of Commercial Banking – Atlantic Region at Wells Fargo
John G. Stallings
President, Union Bank & Trust
Recently hired by Union
25+ years of experience in the banking industry
Former CEO – Virginia Division at SunTrust Banks, Inc.
20
David G. Bilko
Executive Vice President,
Chief Risk Officer
4 years at Union
25+ years of experience in the banking industry
Former Chief Audit Executive at SunTrust Banks, Inc.
M. Dean Brown
Executive Vice President,
Chief Information Officer
3 years at Union
25+ years of experience in the banking industry
Former Chief Information Officer for Capital One Health Care Finance
Loreen A. LaGatta
Executive Vice President,
Chief Human Resource Officer
6 years at Union
20+ years of experience in the banking industry
Human Resources at Citigroup and Capital One
Diversification
Core Funding
Efficiency Ratio
Crossing
$10 Billion
in Assets
Xenith Acquisition Achieved
Our 2017 Priorities
Target Results
• Loan portfolio
• Revenue streams
• Lowered CRE concentration and
increased C&I portfolio
• Added dedicated C&I team in Northern
Virginia and Richmond with opportunity in
Hampton Roads, Raleigh and Baltimore
• Pace loans with deposits
• Target 95% L/D ratio
• Drive Efficiency Ratio to < 60%
• More revenue + lower cost
structure
• Finalize preparations
• Lowered loan / deposit ratio
• Expanded commercial deposit
opportunity
• Significantly bolstered retail presence in
Hampton Roads
• Expected efficiency ratio below 60% after
cost savings are realized
• Efficiently crossed from a financial
perspective
• Infrastructure build completed creating
opportunities for operating leverage
21
Delivering the Xenith Economics
Closed January 1, 2018
Focus on seamless
transition with systems
conversion targeted for May
2018
Leveraging experience of
successful conversions and
integrations at both
companies
Continued focus on
customer experience,
retention and growth
2018 Focus on
Successful Integration
40% Cost Savings +
Revenue Initiatives
Ramping
Savings target of 40% of the
Xenith expense base, or
approximately $28 million,
expected to be fully realized
in 2019
Intense focus on expanding
C&I platform across Virginia,
which has included several
key new hires
More intentional focus on
gathering commercial
deposits, with banker
incentives aligned
accordingly
Announced May 22, 2017
Nearly all commercial
bankers met in 6 hours post
announcement
Multiple town hall meetings
Employee retention targets
currently met
Post Announcement
22
(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 23
Estimated Pro Forma Financial Metrics
Key Xenith Acquisition 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%
Strong Credit Quality
Dollars in thousands
Data as of 12/31/17
24
UBSH XBKS
Asset Quality Summary
Nonaccrual Loans $21,743 $19,637
Other Real Estate 6,636 4,214
Renegotiated Loans 17,402 20,501
90+ Days Delinquent 3,532 --
Total Nonperforming Assets & 90+PD $49,313 $44,352
NPLs / Loans 0.30% 0.79%
NPAs + 90PD / Assets 0.53% 1.36%
ALLL / Total Loans 0.54% 0.67%
Summary Asset Quality Information
Data as of 12/31/17 (1) Excludes unvested restricted stock awards
Reconciliation of Non-GAAP
Disclosures
25
Tangible Common Equity
(Dollars in thousands)
Union
(As Reported)
Xenith
(As Reported)
Merger
Pro Forma
Adjustments
Pro Forma
Combined
Actual shareholders’ equity (GAAP) $1,046,329 $429,741 $356,970 $1,833,040
Intangibles 313,331 30,192 407,822 751,345
Actual tangible shareholders’ equity (non-GAAP) $732,998 $399,549 $1,081,695
Actual total assets (GAAP) $9,315,179 $3,270,726 $382,031 $12,967,936
Intangibles 313,331 30,192 407,822 751,345
Actual tangible assets (non-GAAP) $9,001,848 $3,240,534 $12,216,591
Tangible Common Equity Ratio
Shareholders' equity to (actual) assets (GAAP) 11.23 % 13.14 % 14.14 %
Effect of adjustment for intangible assets 3.09 0.81 5.29
Tangible common equity ratio (non-GAAP) 8.14 12.33 8.85
Tangible Book Value Per Share
(Dollars in thousands)
Union
(As Reported)
Union
(Pro Forma)
Actual shareholders’ equity (GAAP) $1,046,329 $1,833,040
Intangibles 313,331 751,345
Actual tangible shareholders’ equity (non-GAAP) $732,998 $1,081,695
Common Shares (1) 43,416,541 65,418,045
Book Value Per Share $24.10 $28.02
Tangible Book Value Per Share $16.88 $16.54
Reconciliation of Non-GAAP
Disclosures
26
Net Operating Income
Return on Assets (ROA)
Union Standalone Xenith Union
For the Twelve Months Ended 12/31
(Dollars in thousands) 2013 2014 2015 2016 2017 Three Months Ended 12/31/17
Average assets (GAAP) $4,051,850 $7,250,494 $7,492,895 $8,046,305 $8,820,142 $3,223,346 $9,085,211
Net income (loss) (GAAP) $34,366 $52,164 $67,079 $77,476 $72,923 ($55,822) $15,185
Net operating earnings (non-GAAP) $36,408 $65,888 $67,079 $77,476 $83,578 $6,889 $22,821
ROA (GAAP) 0.85% 0.72% 0.90% 0.96% 0.83% (6.87%) 0.66%
Operating ROA (non-GAAP) 0.90% 0.91% 0.90% 0.96% 0.95% 0.85% 1.00%
Union Standalone Xenith Union
For the Twelve Months Ended 12/31
(Dollars in thousands) 2013 2014 2015 2016 2017 Three Months Ended 12/31/17
Net income (loss) (GAAP) $34,366 $52,164 $67,079 $77,476 $72,923 ($55,822) $15,185
Plus: Merger-related costs, net of tax 2,042 13,724 - - 4,405 5,511 1,386
Plus: Nonrecurring tax expenses - - - - $6,250 $57,200 $6,250
Net operating earnings (non-GAAP) $36,408 $65,888 $67,079 $77,476 $83,578 $6,889 $22,821
Weighted avg. common shares out., diluted 43,816,018
EPS (GAAP) $0.35
Operating EPS (non-GAAP) $0.52
Reconciliation of Non-GAAP
Disclosures
27
Net Interest Margin
Union Standalone Xenith Union
For the Twelve Months Ended 12/31
(Dollars in thousands) 2013 2014 2015 2016 2017 Three Months Ended 12/31/17
Net interest income (GAAP) $151,626 $255,018 $251,834 $265,150 $280,157 $25,588 $73,392
FTE adjustment 5,256 8,127 9,079 10,244 10,617 166 2,781
Net interest income (FTE) (non-GAAP) $156,882 $263,145 $260,913 $275,394 $290,774 $25,754 $76,173
Average earning assets $3,716,849 $6,437,681 $6,713,239 $7,249,090 $8,016,311 $2,891,879 $8,293,366
Net interest margin (GAAP) 4.08% 3.96% 3.75% 3.66% 3.49% 3.51% 3.51%
Net interest margin (FTE) (non-GAAP) 4.22% 4.09% 3.89% 3.80% 3.63% 3.53% 3.64%
Return on Tangible Common Equity (ROTCE)
Union Standalone Xenith Union
For the Twelve Months Ended 12/31
(Dollars in thousands) 2013 2014 2015 2016 2017 Three Months Ended 12/31/17
Average equity (GAAP) $435,635 $983,727 $991,977 $994,785 $1,030,847 $488,269 $1,048,632
Less: Average intangibles 73,205 333,495 320,906 318,131 315,722 30,267 313,785
Average tangible common equity (non-GAAP) $362,430 $650,232 $671,071 $676,654 $715,125 $458,002 $734,847
Net income (loss) (GAAP) $34,366 $52,164 $67,079 $77,476 $72,923 ($55,822) $15,185
Net operating earnings (non-GAAP) $36,408 $65,888 $67,079 $77,476 $83,578 $6,889 $22,821
ROE (GAAP) 7.89% 5.30% 6.76% 7.79% 7.07% (45.36%) 5.75%
ROTCE (non-GAAP) 9.48% 8.02% 10.00% 11.45% 10.20% (48.36%) 8.20%
Operating ROTCE (non-GAAP) 10.05% 10.13% 10.00% 11.45% 11.69% 5.97% 12.32%
Reconciliation of Non-GAAP
Disclosures
28
Efficiency Ratio
Union Standalone Xenith Union
For the Twelve Months Ended 12/31
(Dollars in thousands) 2013 2014 2015 2016 2017 Three Months Ended 12/31/17
Noninterest expense (GAAP) $137,047 $238,216 $216,882 $222,703 $234,765 $25,557 $59,944
Less: Merger-related costs 2,132 20,345 - - 5,393 8,214 1,917
Operating noninterest expense (non-GAAP) $134,915 $217,871 $216,882 $222,703 $229,372 $17,343 $58,027
Noninterest income (GAAP) $38,728 $61,287 $65,007 $70,907 $71,674 $3,563 $17,243
Net interest income (FTE) (non-GAAP) $156,882 $263,145 $260,913 $275,394 $290,774 $25,754 $76,173
Efficiency ratio (GAAP) 72.0% 75.3% 68.5% 66.3% 66.7% 87.7% 66.1%
Efficiency ratio (FTE) (non-GAAP) 70.1% 73.4% 66.5% 64.3% 64.8% 87.2% 64.2%
Operating eff iciency ratio (FTE) (non-GAAP) 69.0% 67.2% 66.5% 64.3% 63.3% 59.2% 62.1%