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| 8-K - FORM 8-K - FNB CORP/PA/ | d541597d8k.htm |
 F.N.B. Corporation
Investor Presentation
SunTrust Robinson Humphrey
2013 Financial Services Unconference
Dated: May 21, 2013
Vincent J. Calabrese, Jr.
Chief Financial Officer
Gary L. Guerrieri
Chief Credit Officer
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 merger
of PVF Capital Corp., 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 April 23, 2013 and in its periodic filings with the Securities and Exchange
Commission.
|
 Additional Information About the Merger
3
ADDITIONAL INFORMATION ABOUT THE MERGER
F.N.B. Corporation and PVF Capital Corp. will file a proxy statement/prospectus and other
relevant documents with the SEC in connection with the merger. SHAREHOLDERS
OF PVF CAPITAL CORP. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy
statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation
and PVF Capital Corp. have filed with the SEC, may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief
Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone:
(724) 983-3317; and free copies of the documents PVF Capital Corp. has filed with
the SEC by contacting Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon,
OH 44139, telephone: (440) 248-7171. F.N.B.
Corporation and PVF Capital Corp. and certain of their directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders of PVF Capital Corp. in connection with the proposed
merger. Information concerning such participants' ownership of PVF Capital Corp. common
shares will be set forth in the proxy statement/prospectus relating to the merger when
it becomes available. This communication does not constitute an offer of any securities for sale.
|
 4
F.N.B. Corporation |
 Key
Investment Considerations 5
1.
Experienced leadership
2.
Sustainable business model
3.
Attractive market position
4.
Consistent, strong operating results and favorable trends
5.
Proven, disciplined acquisition strategy
6.
Investment thesis geared toward shareholder value creation
Positioned to Achieve Long-Term Growth |
 F.N.B. Corporation
6
(1) Pro-forma for ANNB acquisition completed April 6, 2013, with assets of approximately
$0.4 million, loans of $0.3 million, deposits of $0.4 million and 8 banking locations
and 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; (2) SNL Financial, Pro-forma, excludes custodian
bank; (3) As of May 16, 2013 Well-Positioned for Sustained Growth
Strong Operating Results
Consistent Operating Strategy
•
Assets:$13.2 billion
(1)
•
Loans:$9.1 billion
(1)
•
Deposits:$11.0 billion
(1)
•
Banking locations:270
(1)
•
Consumer finance locations:71
Fourth Largest
Pennsylvania-Based Bank
•
Top quartile profitability performance
•
Deliver consistent, solid results
•
Industry-leading loan growth
•
Strong
performance:3-year
total
shareholder
return
of
46%
(3)
•
Maintain low-risk profile: Enterprise-wide risk management
•
Position for sustained growth and profitability
•
Reposition and reinvest for growth
•
Disciplined expense control
•
Expanding market share potential and growth opportunities
•
Attractive
footprint:
Banking
locations
span
53
counties/four
states
(1)
•
Leading market position
(2)
•
#3 market share in the Pittsburgh MSA
•
#3 overall market share in Pennsylvania based on counties of operation
•
#5 overall market position for all counties of operation |
 President and
CEO Vincent J. Delie, Jr.
26
2005
National City
President, First National Bank
John C. Williams, Jr.
42
2008
Huntington
National City
Mellon Bank
Chief Financial Officer
Vincent J. Calabrese, Jr.
25
2007
People’s United
Chief Credit Officer
Gary L. Guerrieri
27
2002
FNB
Promistar
Experienced Leadership
7
Experienced and respected executive management team
Prior Experience
Joined FNB
Years of
Banking
Experience |
 Sustainable Business Model
8
Sustainable Business Model
Maintain low risk
profile
Target neutral interest
rate risk position
Fund loan growth with
deposits
Adhere to consistent
underwriting and
pricing standards
Maintain rigid expense
control
Efficient capital
management
Organic growth:
Regional model
Best-in-class,
enterprise-wide
sales management
Deep product set
Investments in people,
product development,
high-growth potential
market segments
Acquisition-related
growth:
Disciplined,
strategic, accretive
Attract, retain and
develop top talent
Strong cross-sell
environment
Holistic incentive
compensation
structure supports
cross-functional focus
Monitor external and
internal service
excellence, quality and
satisfaction
Recognize
accomplishments and
innovation
Disciplined, growth
oriented focus guided
by commitment to
shareholder value
Long-term investment
thesis centered on:
Targeted EPS
growth
Strong dividend
Risk Management
Growth
Culture
Shareholder Value |
 9
Reposition and Reinvest Strategy |
 Reposition and Reinvest Strategy
10
Talent Management
Geographic Segmentation
Sales Management/Cross-Sell
Product Development
Branch Optimization
Electronic Delivery Investment
Expansion Through Acquisition
Consistent, strong operating results
Revenue growth
Consistent organic loan growth
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 Actions Drive Long-Term Growth and Performance
Actions
Results |
 Reposition and Reinvest –
Actions Drive Long-Term Performance
11
2009
2010
2011
2012
1Q13
PEOPLE
Talent Management
Strengthened team through key
hires; Continuous team
development
Attract, retain, develop best talent
Continued
Success
Geographic Segmentation
Regional model
Regional
Realignment
5
th
Region
Created
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
Continued
Expansion
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
Ongoing
Evaluation
Consolidate 2
Locations
Consolidate 6
Locations
Consolidate 37
Locations
Acquisitions
Opportunistically expand
presence in attractive markets
CB&T
Parkvale
ANNB Closed
PVFC
Announced |
 Strong Performance Relative to Peers
12
The above represents full-year 2010, 2011, 2012 and/or quarterly results where
noted. Refer to Supplemental Information for peer group listing. (1) Operating
results, refer to Supplemental Information for details |
 Relationship-Based Focus Drives Growth –
1Q13 Results
13
(1) Average year-over-year growth, 1Q13, $ in millions
Year-over-Year Total Loan Growth
Positive results in commercial and consumer
Commercial growth driven by C&I portfolio growth
of $249.1 million or 17.7%
Year-over-Year Transaction Deposits and
Customer Repo Growth
Growth driven by DDA’s and Customer Repo
growth of $416.5 million or 17.5%
-$114.9
$231.2
$294.6
$410.9
-$150.0
-$50.0
$50.0
$150.0
$250.0
$350.0
$450.0
Residential/Other
Consumer
Commercial
Total Loans
$241.8
$416.5
$658.3
$0.0
$100.0
$200.0
$300.0
$400.0
$500.0
$600.0
$700.0
Other Transaction Deposits
DDA's & Repos
Total Transaction Deposits and Customer Repos
Total Loans
Transaction Deposits and
Customer Repurchase Agreements
Year-over-Year Loan and Transaction Deposit Growth Strong sales
culture drives loan growth
Relationship-based focus drives related growth in lower-cost transaction deposits and
repos
(1) |
 Relationship-Based Focus Drives Growth
–
Full-Year Trends
14
$4.4
$3.8
$3.3
12/31/2012
12/31/2011
12/31/2010
$2.6
$2.2
$2.0
12/31/2012
12/31/2011
12/31/2010
$2.8
$2.0
$1.7
12/31/2012
12/31/2011
12/31/2010
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
$4.0
$4.5
$5.0
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
“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.
Commercial Loan Portfolio
DDA's and Customer Repos
Consumer Loan Portfolio
(1)
(2)
Balances shown are period-end balances, $ in billions. (1) Core commercial loan portfolio, excluding the Florida portfolio;
(2) Consumer loans excludes the residential portfolio.
|
 15
Market Position |
 Top
Market Overall Position 16
Source: SNL Financial, deposit data as of June 30, 2012, pro-forma as of May 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
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
461
60,155,071
25.9
2
Royal Bank of Scotland
298
14,949,617
6.4
3
KeyCorp
100
11,129,246
4.8
4
Huntington Bancshares
223
10,492,839
4.5
6
M&T Bank Corp.
151
8,603,725
3.7
7
FirstMerit Corp.
104
6,513,189
2.8
8
TFS Financial Corp
22
6,162,459
2.6
9
Wells Fargo & Co.
76
5,575,216
2.4
10
Dollar Bank
66
5,172,305
2.2
Total (1-213)
3,821
232,660,382
100.0
5.7
8,548,326
228
F.N.B. Corporation
3
4.4
10,135,228
270
F.N.B. Corporation
5
FNB holds the #3 overall retail market position for Pennsylvania counties of operation and #5
position for all counties
|
 #3
Position in the Pittsburgh MSA 17
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 May 1, 2013 (1) Excludes custodial
bank 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.
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
F.N.B. Corporation |
 Regional Footprint: Pro-Forma View
18
Source: SNL Financial, Pro-Forma
Top 30 MSA Presence
MSA
Population
Baltimore
2.7 million
(#20 MSA)
Pittsburgh
2.4 million
(#22 MSA)
Cleveland
2.1 million
(#28 MSA)
Cleveland MSA
Pittsburgh MSA
Baltimore MSA
ANNB
Acquisition
Completed
April 6, 2013
PVFC Acquisition
Target
Completion
October 2013
FNB’s model utilizes six regions, including three in top 30 MSA
markets, with each having a regional headquarters housing
cross-functional teams. |
 ANNB and PVFC Acquisitions = Enhanced Growth Opportunities
19
Note: Above metrics at the MSA level
(1)
Data per U.S. Census Bureau
(2)
Data per Hoover’s as of May 1, 2013
Significant Commercial Prospects =
Opportunity to Leverage Core Competency and Drive Sustained Organic Growth
Over 175,000 Total Businesses
(1)
1,972
2,036
2,198
9,216
10,006
10,818
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 Companies with Revenue Greater Than $1 Million
Total Businesses
(2)
(1) |
 Market Opportunity
20
Note: Above metrics at the MSA level
(1)
Data per Hoover’s as of May 1, 2013
(2)
Data per SNL Financial as of May 1, 2013 |
 21
Acquisition Strategy |
 Acquisition Strategy
22
Disciplined and Consistent Acquisition Strategy
Strategy
Disciplined identification and focus on markets that
offer potential to leverage core competencies and
growth opportunities
Criteria
Create shareholder value
Meet strategic vision
Fit culturally
Evaluation
Targeted financial and capital recoupment hurdles
Proficient and experienced due diligence team
Execution
Superior post-acquisition execution
Execute FNB’s proven, scalable, business model
Proven success assimilating FNB’s strong sales culture
Execution
Strategy
Criteria
Evaluation |
 Acquisition-Related Expansion
23
FNB Banking Location (pro-forma)
11
bank
acquisition
since 2002 announced
February 19, 2013 (PVFC)
Third consecutive acquisition
in a major MSA
ANNB closed 4/6/2013
PVFC currently pending
Four since 2010
Nine since 2005
Pre-2002
Presence
Additional
Acquisition-Related Expansion
Pittsburgh
MSA Acquisition Expansion
ANNB Acquisition
Pending
PVFC Acquisition
Pittsburgh
Hermitage
State College
Harrisburg
Cleveland
Scranton
Philadelphia
Erie
Baltimore
Baltimore MSA
Pittsburgh MSA
Cleveland MSA
ANNB
Acquisition
Completed
April 6, 2013
PVFC Acquisition
Target
Completion
October 2013
th |
 Acquisition History Since 2007
24
2007
2008
2009
2010
2011
2012
1Q13
Pro-Forma
Omega
$1.8 bn
CBT
$0.6 bn
PVSA
$1.8 bn
ANNB
$0.4 bn
IGB
$0.3 bn
PVFC
$0.8 bn
FNB Total Assets
$ in Billions
Note : Total assets presented on period-end basis
$13.2
$12.0
$9.8
$9.0
$8.7
$8.4
$6.1 |
 Enhanced Organic Growth Opportunities
25
Note: Market population and market households represent current metrics based on respective
FNB MSA presence Data per FNB and/or SNL Financial
Acquisition-
Related
Expansion in
Higher Growth
Markets
Enhances
Organic Growth
Opportunities |
 26
Strong Operating Results |
 1Q13 Highlights –
Great Start to 2013
27
Consistent Results
Year-over-year
EPS
growth
of
5%
(1)
Year-over-year revenue growth
Consistent loan growth driven by C&I lending
Stable net interest margin
Good asset quality results
Positive trends seen in fee-based businesses
Electronic Delivery Strategy
Completed infrastructure build-out of e-delivery
strategy, now offer complete suite of electronic
banking options
Competitive Advantage: Aggressive pursuit of
households, enhanced retention, lower delivery
costs, enhanced cross-sell opportunities
Expanded Footprint
Seamless integration of Annapolis Bancorp
Announced PVF Capital acquisition
Significant opportunity to leverage strong
commercial platform
Deploy proven cross-functional sales
management model
Success attracting talent in new markets
Solid Operating Results
Continued Execution of
Reposition and Reinvest Strategy
(1)Operating basis, refer to Appendix for details |
 1Q13 Operating Highlights
28
Current
Quarter
1Q13
Prior
Quarter
4Q12
Prior Year
Quarter
1Q12
Earnings
(1)
Net income –
operating
$28,767
$32,116
$26,524
Earnings
per
diluted
share
-
operating
$0.20
$0.23
$0.19
Profitability
Performance
ROTE
(1)
17.46%
19.51%
17.78%
ROTA
(1)
1.08%
1.18%
1.04%
Net interest margin
3.66%
3.66%
3.74%
Efficiency ratio
59.8%
55.5%
60.4%
Strong Organic Growth
Balance Sheet Trends
(2)
Total loan growth
7.1%
6.0%
1.4%
Commercial loan growth
10.8%
7.6%
3.6%
Consumer loan growth
6.1%
11.7%
2.6%
Transaction
deposits
and
customer
repo
growth
(3)
2.6%
11.9%
8.9%
(1) Adjusted results, refer to Appendix for GAAP to Non-GAAP Reconciliation details;
(2)Average, annualized linked quarter organic growth results (organic reflects
adjustments for balances acquired via the Parkvale 1Q12); (3) Excludes time deposits |
 Balance Sheet Highlights
29
Average Balances, $ in millions
1Q13
Linked-Quarter
Growth
(1)
(1Q13-4Q12)
Year-over-Year
Growth
(1Q13-1Q12)
1Q13 Highlights
Balance
$
%
$
%
Securities
$2,254
-$1.3
-0.2%
$159.6
7.6%
Strong linked quarter and year-
over-year loan growth
Sustained loan growth momentum
Commercial loan growth driven by
C&I growth
Solid consumer loan growth results
Attractive deposit mix
Lower cost, relationship-
focused transaction deposits
and customer repurchase
agreements = 75% of total
deposits and customer
repurchase
agreements
(4)
Total loans
$8,189
$140.8
7.1%
$410.9
5.3%
Commercial loans
$4,469
$115.9
10.8%
$294.6
7.1%
C&I loans
$1,657
$89.2
23.1%
$249.1
17.7%
Consumer loans
(2)
$2,571
$37.9
6.1%
$231.2
9.9%
Residential mortgage loans
$1,111
-$12.0
-4.3%
-$111.9
-9.2%
Earning assets
$10,473
$52.7
2.1%
$502.3
5.0%
Total deposits and customer
repos
$9,938
-$36.4
-1.5%
$338.1
3.5%
Transaction deposits and
customer repos
(3)
$7,444
$48.2
2.6%
$658.3
9.7%
Time Deposits
$2,494
-$84.5
-13.3%
-$320.2
-11.4%
(1)%
growth
annualized;
(2)Includes
Direct
Installment,
Indirect
Installment
and
Consumer
LOC
portfolios;
(3)Excludes time deposits; (4)Period-end as of March 31, 2013.
|
 Net
Interest Margin Trends 30
Net Interest Margin Trends |
 Asset Quality Results
(1)
31
$ in thousands
1Q13
4Q12
1Q12
1Q13 Highlights
NPL’s+OREO/Total loans+OREO
1.59%
1.60%
2.22%
Consistent, solid performance with
continued favorable trends
Total delinquency improved from 4Q12 and
1Q13
1Q13 Provision for loan losses
$6.4 million for the originated portfolios
$1.2 million for the acquired portfolios
Reserve position directionally consistent
with performance
Allowance for loan losses to total non-
performing loans continues to increase
Total delinquency
1.45%
1.64%
2.03%
Provision
for
loan
losses
(2)
$7,541
$9,274
$6,572
Net
charge-offs
(NCO’s)
(2)
$4,213
$7,614
$5,141
NCO’s/Total
average
loans
(2)
0.21%
0.38%
0.27%
NCO’s/Total average originated loans
0.22%
0.45%
0.32%
Allowance for loan losses/
Total loans
1.39%
1.38%
1.55%
Allowance for loan losses/
Total non-performing loans
124.80%
123.88%
92.95%
(1)
Metrics
shown
are
originated
portfolio
metrics
unless
noted
as
a
total
portfolio
metric.
“Originated
portfolio”
or
“Originated
loans”
excludes
loans
acquired
at
fair
value
and
accounted
for
in
accordance
with
ASC
805
(effective
January
1,
2009),
as
the
risk
of
credit
loss
has
been
considered
by
virtue
of the Corporation’s estimate of fair value.
(1)
Total portfolio metric |
 Capital Position
32
Regulatory
“Well-Capitalized”
12.2%
10.6%
8.3%
6.1%
12.3%
10.7%
8.4%
6.2%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
Total Risk-Based
Tier One
Leverage
Tangible Common Equity
December 31, 2012
March 31, 2013 |
 33
Investment Thesis |
 Long-Term Investment Thesis
34
Long-Term Investment Thesis:
Targeted EPS Growth
5-6%
Expected Dividend Yield
(Targeted Payout Ratio 60-70%)
4-6%
FNB’s long-term investment thesis reflects a commitment to efficient capital management
and creating value for our shareholders
Total Shareholder Return
9-12% |
 High-Performing Financial Institution
35
Notes: Data per SNL Financial and FNB. Year-to-date performance represents
1Q13. Relative valuation metrics and total return as of May 16, 2013.
FNB
ROTCE
represents
operating
ROTCE
–
refer
to
Supplemental
Information.
Assets
($ billions)
ROTCE (%)
Efficiency
Ratio (%)
Net Charge-
Offs (%)
Net
Interest
Margin (%)
Price/TBV (x)
Price/ 2014E
EPS (x)
Dividend
Yield (%)
Total Return
3 Yr (%)
Peer Median Results
Regional Peer Group
$16.1
11.24
62.5
0.37
3.32
1.58x
13.85x
2.35
15.78
Top 100 Banks/Thrifts Based on Asset Size
$13.1
11.60
62.2
0.27
3.45
1.58x
13.32x
2.37
19.94
Top 100 Trading at > 2.0x Tangible Book
$12.8
14.16
55.5
0.22
3.71
2.24x
13.54x
2.67
35.08
F.N.B. Corporation
$12.0
17.46
59.8
0.21
3.66
2.34x
13.01x
4.10
45.96
1Q13 Performance
Relative Valuation/Total Return |
 Consistent Operating Results
36
0.00%
0.05%
0.10%
0.15%
0.20%
0.25%
Regional Peer Median
FNB
ROAA Volatility
FNB = 80% Percentile
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 = 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
FNB
and
Peer
Volatility
(Standard
Deviation
1Q10
–
1Q13) |
 Attractive Relative Valuation
37
nsensus estimates for FNB and peers
as of 3/31/2013; (2) As of May 16, 2013
FNB has a modest P/E valuation relative to peers given its higher-quality earnings stream,
stronger dividend yield and future growth potential
FNB
Regional Peer
Group Median
Top 100
Banks/Thrifts
Median
(1)
Price/Earnings
Ratio
(2)
FY13 Consensus EPS (FNB=$0.84)
13.9x
14.4x
14.0x
FY 14 Consensus EPS (FNB=$0.90)
13.0x
13.8x
13.3x
Price/Tangible Book Value
(2)
2.3x
1.6x
1.6x
Price/Book Value
(2)
1.2x
1.1x
1.2x
Dividend Yield
(2)
4.1%
2.4%
2.4% |
 Price/TBV Trends
(1) Market data per SNL Financial as May 16, 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 3/31/2013 38
FNB
consistently
trades
at
a
premium
to
peers
on
price
to
tangible
book
value
per
share
(1) |
 Dividend Yield Trends
39
FNB’s dividend yield remains well above peer levels
(1)
(1) Market data per SNL Financial as May 16, 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 3/31/2013 |
 ROATE and P/TBV Analysis
Where a bank trades relative to tangible book value is highly correlated
with its projected return on tangible capital
Source: SNL Financial as of 5/16/2013; Note: Data set above includes FNB’s regional peer
group; (1) R-squared represents the percentage of the variation in price to
tangible book value (P/TBV) that can be explained by variation in 2014E projected return on average tangible equity (ROATE); (2) Based on
consensus mean estimates for FY2014.
40
R²
= 0.7717
2%
4%
6%
8%
10%
12%
14%
16%
18%
20%
0.50x
0.75x
1.00x
1.25x
1.50x
1.75x
2.00x
2.25x
2.50x
2.75x
Price/Tangible Book Value |
 Favorable Long-Term Total Return
41
Three-Year Total Shareholder Return Results
(1)
21%
20%
46%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
Top 100 Banks and Thrifts
Regional Peers
FNB
(1) Market data per SNL Financial as May 16, 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 3/31/2013 |
 42
Supplemental Information |
 43
Supplemental Information Index
Diversified Loan Portfolio
Deposits and Customer Repurchase Agreements
Investment Portfolio
Loan Risk Profile
Regency Finance Company Profile
Marcellus and Utica Shale Exposure and Focus
Regional Peer Group Listing
GAAP to Non-GAAP Reconciliation
First Quarter 2013 Earnings Release (April 23, 2013) |
 Diversified Loan Portfolio
44
Note: Balance, CAGR and % of Portfolio based on period-end balances
3/31/2013
CAGR
% of Portfolio
($ in millions)
Balance
12/08-
3/13
12/31/08
3/31/2013
C&I
$1,711
13.2%
16%
21%
CRE: Non-Owner Occupied
1,349
8.3%
17%
16%
CRE: Owner Occupied
1,274
3.8%
16%
15%
Commercial Leases
132
21.4%
1%
2%
Total Commercial
$4,466
8.9%
50%
54%
Consumer Home Equity
1,774
9.4%
21%
22%
Residential Mortgage
1,027
16.5%
10%
12%
Indirect
561
2.6%
9%
7%
Other
158
2.6%
3%
2%
Regency
168
1.3%
2%
2%
Florida
55
-25.7%
5%
1%
Total Loan Portfolio
$8,209
8.1%
100%
100%
Well diversified portfolio
Strong growth results driven by commercial loan growth
$8.2 Billion Loan Portfolio
March 31, 2013
C&I + Owner Occupied CRE
= 36% of Total Loan
Portfolio
Commercial &
Industrial 21%
Consumer
Home Equity
22%
Residential
Mortgage 12%
Indirect 7%
Other 2%
Regency 2%
Florida 1%
Commercial
Leases 2%
CRE: Non-
Owner
Occupied 16%
CRE: Owner
Occupied 15% |
 Deposits and Customer Repurchase Agreements
45
Note: Balance, CAGR and % of Portfolio based on period-end balances; (1) Transaction
deposits include savings, NOW, MMDA and non-interest bearing deposits; (2) December
31, 2008 through March 31, 2013 3/31/2013
CAGR
Mix %
($ in millions)
Balance
12/08-
3/13
12/31/08
3/31/2013
Savings, NOW, MMDA
$4,715
12.9%
44%
47%
Time Deposits
2,443
1.2%
36%
25%
Non-Interest Bearing
1,793
17.0%
14%
18%
Customer Repos
1,000
23.0%
6%
10%
Total Deposits and
Customer Repo Agreements
$9,952
10.7%
100%
100%
Transaction
Deposits
(1)
and
Customer Repo Agreements
$7,508
15.0%
64%
75%
Loans to Deposits and Customer Repo Agreements Ratio =
82% March 31, 2013
New client acquisition and relationship-based focus reflected in favorable deposit
mix –
15.0%
average
growth
for
transaction
deposits
and
customer
repo
agreements
(2)
–
75%
of
total
deposits
and
customer
repo
agreements
are
transaction-based
deposits
(1)
$10.0 Billion Deposits and
Customer Repo Agreements
March 31, 2013
Non-Interest
Bearing 18%
Savings, NOW,
MMDA 47%
Customer
Repos 10%
Time Deposits
25% |
 %
Ratings
($
in
millions
(1)
)
Portfolio
Investment %
Agency MBS
$927
40%
AAA
100%
Highly Rated $2.3 Billion Investment Portfolio
March 31, 2013
CMO Agency
725
32%
AAA
100%
Agency Senior Notes
398
17%
AAA
100%
Municipals
163
7%
AAA
AA
A
BBB
3%
47%
49%
1%
Trust Preferred
(2)
31
1%
A
BBB
BB
B
CCC
C
2%
5%
14%
16%
8%
55%
Short Term
15
1%
AAA
100%
CMO Private Label
12
1%
AA
A
BBB
BB
23%
17%
29%
31%
Corporate
15
1%
A
BBB
70%
30%
Bank Stocks
2
-
Non-Rated
Commercial MBS
1
-
AAA
100%
US Treasury
1
-
AAA
100%
Total Investment Portfolio
$2,289
100%
Investment Portfolio
46
(1) Amounts reflect GAAP; (2) Original cost of $ 105 million, adjusted cost of $44 million,
fair value of $31 million 94%
of
total
portfolio
rated
AA
or
better,
98%
rated
A
or
better
Relatively
low
duration
of
2.8
Municipal bond portfolio
–
Highly rated with an average rating of AA and 99% of
the portfolio rated A or better
–
General obligation bonds = 99.5% of portfolio
–
77.1% from municipalities located throughout
Pennsylvania |
 47
Loan Risk Profile
(1)
Originated portfolio metric
$ in millions
Balance
3/31/2013
% of Loans
NPL's/Loans
(1)
Net Charge-
Offs/Loans
(1)
Total Past
Due/Loans
(1)
Commercial and Industrial
$1,710,798
20.8%
0.61%
-0.03%
0.77%
CRE: Non-Owner Occupied
1,349,235
16.4%
1.16%
0.52%
1.45%
CRE: Owner Occupied
1,273,851
15.5%
1.79%
0.14%
2.13%
Home Equity and Other Consumer
1,902,167
23.2%
0.54%
0.20%
0.84%
Residential Mortgage
1,026,509
12.5%
1.21%
0.05%
2.29%
Indirect Consumer
560,594
6.8%
0.18%
0.39%
0.95%
Regency Finance
167,586
2.0%
4.01%
4.01%
3.20%
Commercial Leases
131,501
1.6%
0.50%
-0.02%
1.59%
Florida
55,438
0.7%
21.21%
-7.27%
21.21%
Other
31,608
0.4%
0.00%
1.22%
0.12%
Total
$8,209,286
100.0%
1.11%
0.22%
1.45% |
 Conservatively run consumer finance business with over 80 years of consumer lending
experience Good credit quality: Year-to-date net charge-offs to average
loans of 3.95% Strong returns: 1Q13 : ROA 3.86%, ROE 42.52%, ROTE 47.87%
Regency Finance Company Profile
48
Regency Finance Company
$168 Million Loan Portfolio
86% of Real Estate Loans are First Mortgages
58.7%
27.6%
13.7%
Direct
Real Estate
Sales
Finance |
 Marcellus and Utica Shale Exposure
49
(1)
Sources:
www.marcellus.psu.edu,
retrieved
May
3,
2013;
(2)
www.dnr.state.oh.us,
retrieved
May
31,
2012;
(3)
Sterne
Agee
June
7,
2010
and
FBR
Capital
Markets, March 2, 2011.
FNB Banking Locations
Pennsylvania
Ohio
FNB is well-positioned in the Marcellus Shale and Utica
Shale regions with a Pennsylvania footprint that closely
aligns with the Marcellus Shale concentration and
exposure to the Utica Shale region in Ohio.
FNB has been noted by analysts as being one of the
best geographically positioned banks to benefit from
the Marcellus Shale.
(3)
This presents opportunity for FNB given the expected
positive economic lift across much of FNB’s footprint.
Ohio Utica Shale Well Locations
(2) |
 Marcellus and Utica Shale FNB Strategic Focus
50
Opportunity for FNB relates to potential indirect and induced economic benefits across
footprint Direct Effect:
Oil and Gas
Directly associated with the extraction, processing and
delivery of the gas
Drilling, extraction and support activities
Indirect Effect:
Supply Chain
Provides goods and services to the energy industry
e.g.: Iron and steel, transportation, commodity traders,
heavy equipment, surveyors, utilities, rig parts,
attorneys, real estate, machinery manufacturers, etc.
Induced Benefit:
Consumption
Resulting benefit to industries and individuals from positive
direct and indirect effects
e.g.: Higher education, travel, housing, food and drink,
entertainment, utilities, etc.
FNB
Strategic Focus:
Supply Chain and
Consumption |
 Regional Peer Group Listing
51
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
52
Operating: Earnings, Return on Avg Tangible Equity, Return on Avg Tangible Assets
March 31, 2013
December 31, 2012
March 31, 2012
2012
2011
2010
Operating net income
Net income
$28,538
$28,955
$21,582
$110,410
$87,047
$74,652
Add: Merger and severance costs, net of tax
229
(3)
4,943
5,203
3,238
402
Add: Litigation settlement accrual, net of tax
-
1,950
1,950
Add: Branch consolidation costs, net of tax
-
1,214
1,214
Less: Gain on sale of building, net of tax
942
Less: One-time pension expense credit, net of tax
6,853
Operating net income
$28,767
$32,116
$26,524
$117,835
$90,285
$68,201
Operating diluted earnings per share
Diluted earnings per share
$0.20
$0.21
$0.15
$0.79
$0.70
$0.65
Add: Merger and severance costs, net of tax
0.00
(0.00)
0.04
0.04
0.03
0.00
Add: Litigation settlement accrual, net of tax
-
0.01
-
0.01
-
-
Add: Branch consolidation costs, net of tax
-
0.01
-
0.01
-
-
Less: Gain on sale of building
0.01
-
-
Less: One-time pension expense credit
-
-
-
-
-
0.06
Operating diluted earnings per share
$0.20
$0.23
$0.19
$0.84
$0.72
$0.60
Operating return on average tangible equity
Operating net income (annualized)
$116,668
$127,762
$106,681
$117,835
$90,285
$68,201
Amortization of intangibles, net of tax (annualized)
5,237
5,800
5,964
5,938
4,698
4,364
$121,904
$133,562
$112,645
$123,773
$94,983
$72,565
Average shareholders' equity
$1,410,827
$1,400,429
$1,352,569
$1,376,493
$1,181,941
$1,057,732
Less: Average intangible assets
712,466
715,962
719,195
717,031
599,851
564,448
Average tangible equity
$698,361
$684,467
$633,375
$659,462
$582,090
$493,284
Operating return on average tangible equity
17.46%
19.51%
17.78%
18.77%
16.32%
14.71%
Operating return on average tangible assets
Operating net income (annualized)
$116,668
$127,762
$106,681
$117,835
$90,285
$68,201
Amortization of intangibles, net of tax (annualized)
5,237
5,800
5,964
5,938
4,698
4,364
$121,904
$133,562
$112,645
$123,773
$94,983
$72,565
Average total assets
$12,004,759
$11,988,283
$11,563,665
$11,782,821
$9,871,164
$8,906,734
Less: Average intangible assets
712,466
715,962
719,195
717,031
599,851
564,448
Average tangible assets
11,292,292
$
11,272,320
$
10,844,470
$
11,065,790
$
9,271,313
$
8,342,286
$
Operating return on average tangible assets
1.08%
1.18%
1.04%
1.12%
1.02%
0.87%
For the Quarter Ended
Year Ended December 31, |