Slide 1: F.N.B. Corporation Second Quarter 2010 and Acquisition Discussion
F.N.B. Corporation Second Quarter 2010 Investor Presentation and Acquisition Discussion
Slide 2: Forward-Looking Statements
2 Forward-Looking Statements 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, m
Slide 3: Information About the Merger
3 Information About the Merger
Slide 4: Non-GAAP Financial Information
4 Non-GAAP Financial Information 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 co
Slide 5: Natural Market Extension Acquisition Announced August 9
Natural Market Extension Acquisition Announced August 9, 2010
Slide 6: Strategic Rationale
Strategic Rationale Natural market extension into Northeastern Pennsylvania Accretive demographics Enhances market share in Scranton-Wilkes-Barre MSA Lucrative Marcellus Shale area Opportunities to leverage core strengths in commercial and consumer banking Financially attractive Immediately accretiv
Slide 7: Comm Bancorp: Traditional Community Bank
DDA Savings, NOW, MMDA Retail CDs Jumbo CDs 0.151 0.435 0.263 0.151 Traditional Community Bank $642 million in assets $465 million in loans $577 million in deposits Good capital levels 8.31% TCE / TA 10.40% Tier 1 13.29% Total Capital Manageable credit quality 3.89% NPAs / Assets 3.21% LLR / Gross L
Slide 8: Detailed Due Diligence Process
Detailed Due Diligence Process Comprehensive review of all operations and business lines Cost savings of 26%, net of identified needs for additional resources Revenue synergies identified but not assumed Extensive credit review 67% of $330 million in commercial loans were reviewed (61% of C&I, 72% o
Slide 9: Transaction Overview
Transaction Overview Consideration: 3.4545 shares of FNB plus $10.00 in cash per share of Comm Bancorp, Inc. (75% stock / 25% cash) Deal Value and Pricing: Approximately $70 million; 1.31x TBV Detailed Due Diligence: Completed Closing Condition: Comm Bancorp Inc.'s Delinquent Loans must be less than
Slide 10: Pro Forma Financial Impact
Pro Forma Financial Impact Assumptions: Cost savings of $4.4 million, phased-in 80% in 2011 and 100% afterwards CDI of $6.7 million, amortized sum-of-the-years digits over 10 years; Goodwill of $23 million One-time costs of $6.5 million (pre-tax) 5.95 million shares issued to fund acquisition Earnin
Slide 11: F.N.B. Corporation Second Quarter 2010
ENB Corporation Second Quarter 2010
Slide 12: F.N.B. Corporation
12 F.N.B. Corporation Headquarters: Hermitage, PA Bank Charter: 1864 Assets: $8.8B (5th largest bank in PA) Market Capitalization: $981.6M at August 2, 2010 Locations Banking Offices: 212 (PA), 11 (OH) Consumer Finance Offices: 22 (PA), 18 (TN), 16 (OH) Loan Production Offices: 3 (FL) Business Lines
Slide 13: Experienced Management Team
13 Experienced Management Team Name Position Years of Banking Experience Steve Gurgovits President and Chief Executive Officer 49 Brian Lilly EVP; Chief Operating Officer 30 Vince Calabrese Chief Financial Officer 22 Vince Delie EVP; Chief Revenue Officer; President, First National Bank of PA 23 Gar
Slide 14: Board Leadership
14 Board Leadership Fourteen Independent Directors Seven Former Financial Services Executives Three Involved as Financial Services Investors
Slide 15: Operating Strategy
15 Manage our business for profitability and growth Operate in markets we know and understand Maintain a low-risk profile Drive growth through relationship banking Fund loan growth through deposits Target neutral asset / liability position to manage interest rate risk Build fee income sources Mainta
Slide 16: Market Characteristics
16 Market Characteristics Stable Markets Modest Growth #2 Ranking State College #7 Ranking in Pittsburgh Regional Management Local Advisory Boards FNB Region Market Size Deposits FNB Deposit Ranking FNB Branches Pittsburgh $70.6B 7th 71 Northwest $24.9B 3rd 58 Capital $27.0B 10th 32 Central Mountain
Slide 17: Banking Locations
Banking Locations FNB Footprint First National Bank Locations As of July 30, 2010 17
Slide 18: Organic Growth Opportunity
18 Organic Growth Opportunity Source: SNL Financial Deposit data as of June 30, 2009; pro forma for pending acquisitions; updated through 7/30/2010. Our markets are experiencing significant levels of dislocation
Slide 19: Winning Market Share: Commercial Loan Growth
Winning Market Share Second Quarter 2010 Fifth consecutive linked-quarter of growth Commercial loans grew 3.6%(1) Pennsylvania commercial loans grew 4.7%(1) (2) Commercial line utilization rates remain historically low Commercial Loan Growth(1) Based on average balances; percentage growth annualized
Slide 20: Winning Market Share: Transaction Deposits
20 Winning Market Share Second Quarter 2010 Transaction deposits grew 13.3%(1) Treasury management balances grew 14.7%(1) Increased total net number of checking accounts nearly 3,000, 1.7% annualized, June 30, 2010 year-to-date Transaction Deposit and Treasury Management Growth(1) (1) Based on avera
Slide 21: Recognition Awarded
Recognition Awarded Greenwich Associates is the leading international research-based consulting firm in institutional financial services. Each year, Greenwich surveys more than 30,000 businesses with sales of $1 - 500 Million. Only banks that receive a significantly higher percentage of "Excellent"
Slide 22: Loan Composition
22 Loan Composition $Billions Based on average balances for each period presented. 11.2% CAGR
Slide 23: Funding
23 Funding Based on average balances for each period presented. "TM" refers to Treasury Management. $Billions Deposits and TM - $7.2 Billion as of June 30, 2010 Loan to deposits and TM ratio of 83% Time Deposits DDA Interest Bearing TM 31 14 46 9 Time Deposits 31% Savings, NOW, MMDA 46% DDA 14% TM 9
Slide 24: Proven Merger Integrator
ENB Corporation Proven Merger Integrator
Slide 25: Proven Merger Integrator
25 Proven Merger Integrator Proven significant acquisition and integration experience - since 2002, completed seven bank acquisitions ($5.5 billion in assets), four insurance acquisitions and one consumer finance acquisition. Significant acquisition opportunities exist in Pennsylvania - currently ov
Slide 26: Well Diversified Business
Well Diversified Business F.N.B. Corporation Banking Wealth Management Merchant Banking Consumer Finance Insurance
Slide 27: Regency Finance Company
27 Regency Finance Company 80 Years of Consumer Lending Experience 56 Offices High-Performing Affiliate 2Q2010 YTD ROTCE 36.85% (1) 2Q2010 YTD ROA 3.16% 2Q2010 YTD ROE 32.68% Consumer Finance (1) Return on average tangible common equity (ROTCE) is calculated by dividing net income less amortization
Slide 28: Regency Finance Company Loan Portfolio
28 Regency Finance Company Loan Portfolio ^ $159 Million 86% of Real Estate Loans are First Mortgages 11% 36% 53% As of June 30, 2010 Consumer Finance
Slide 29: Wealth Management and Insurance
Insurance Property, Casualty, Life and Employee Benefits Risk Management, Risk Transfer and Cost Containment Services Eight offices, located in Central and Western PA 80% Commercial; 20% Personal 78% Property and Casualty 22% Life and Benefits Annual premiums of $96.7 Million 29 Wealth Management an
Slide 30: Merchant Banking
30 Merchant Banking Junior Capital Provider Offering Flexible Financing Solutions Mezzanine debt, subordinated notes, equity capital Growth or expansion capital, buyouts and ownership transition financing No early stage or real estate financing Typical investment between $1 million and $7 million To
Slide 31: Pennsylvania Marcellus Shale
Pennsylvania Marcellus Shale 2009 PA Marcellus Wells(1) PA Marcellus Shale Formation(3) Sources: (1) "The Economic Impacts of the Pennsylvania Marcellus Shale Natural Gas Play: An Update", May 24, 2010, Penn State; (2) "Banking on the Marcellus", June 7, 2010, Sterne Agee Industry Report; (3) Marcel
Slide 32: Loan Composition & Credit Quality
LOAN COMPOSITION & CREDIT QUALITY
Slide 33: Diversified Loan Portfolio
33 Diversified Loan Portfolio $6.0 Billion Outstanding as of June 30, 2010 Commercial & Industrial Consumer Home Equity Residential Mortgage Indirect Regency Other Florida CRE: Non-Owner Occupied CRE: Owner Occupied 16 22 9 8 3 3 4 18 17 Shared National Credits 3.9% of total loan portfolio In market
Slide 34: Commercial Real Estate Portfolio
34 Commercial Real Estate Portfolio Other Retail Office Apartment Warehouse/Mfg Residential Lodging Land Development Land Service Condo 6 21 22 11 12 10 6 4 2 5 1 $1.0 Billion in CRE Non-Owner Occupied as of June 30, 2010 (excluding Florida) Diverse Portfolio Solid Credit Quality Results 2.33% Total
Slide 35: Florida Focus - Land-Related Loans
Florida Focus - Land-Related Loans Florida Land-Related Loans Only 1.6% of total loan portfolio Carried at 33.5% of original appraised value, post reserve Strengthened reserve position to 17.22% of total land-related Florida loans Annual appraisal policy - approximately 80% of appraisals expected se
Slide 36: Credit Quality
Credit Quality (1) Excludes non-performing investments NPAs (1) % of Total Loans + OREO Reserves % of Total Loans Total Past Due & Non-Accrual Loans % of Total Loans 36
Slide 37: Financials
ENB Corporation FINANCIALS
Slide 38: Earning Assets - Investments
AAA AA A BBB BB B Non-Rated CCC & C 0.868 0.096 0.014 0.007 0.002 0.0023 0.001 0.01 % of Total Portfolio 38 Earning Assets - Investments (1) Amounts shown reflect GAAP (2) Original cost of $55 million; adjusted cost of $37 million; fair value of $20 million Investment Portfolio Ratings as of June 30
Slide 39: Second Quarter Results
39 Second Quarter Results Calculated by dividing net income less amortization of intangibles by average common equity less average intangibles. Calculated by dividing net income less amortization of intangibles by average assets less average intangibles. Annualized linked-quarter data, based on aver
Slide 40: Stable Net Interest Margin
40 2004 2005 2006 2007 2008 2009 1Q10 2Q10 FNB 3.95 3.84 3.71 3.73 3.88 3.65 3.74 3.81 Regional Peers Median 3.74 3.72 3.71 3.61 3.62 3.52 3.72 3.76 Stable Margin (%) Net Interest Margin Source: SNL Financial Regional peers include: CSE, CBC, CBSH, CHFC, CBU, CRBC, FCF, FFBC, FMBI, FMER, FULT, HTLF,
Slide 41: Fee Income
41 Fee Income 2010 YTD Fee Income as Percentage of Operating Revenue 28%(1) (1) Through June 30, 2010, excluding other-than-temporary impairment charges. $Millions 10.2% CAGR 2004 2005 2006 2007 2008 3Q09 2009 2Q09 YTD 2Q10 YTD OTTI Charges -17.2 -7.9 -0.9 -2.3 Other 6.6 4.2 5.8 5 4.5 10.293 11.4 5.
Slide 42: Well Capitalized
Well Capitalized 42 Regulatory "Well Capitalized" Threshold
Slide 43: Investment Thesis
ENB Corporation INVESTMENT THESIS
Slide 44: Long-Term Investment Thesis
44 Long-Term Investment Thesis Targeted EPS Growth 5-6% Expected Dividend Yield (Payout Ratio 60-70%) 4-6% = Total Shareholder Return 9-12%
Slide 45: Relative Valuation Multiples
Based on August 2, 2010 closing prices (F.N.B.=$8.79) Represents total common equity less intangibles 45 Relative Valuation Multiples
Slide 46: Summary
46 Summary Leading market share among community banks in Central and Western PA Executing organic growth strategy and capitalizing on opportunities presented in markets of operation Experienced management team with proven ability to integrate acquisitions Diversified revenue stream
Slide 47: Appendix
APPENDIX Loan Risk Profile Established Board of Directors GAAP to Non-GAAP Reconciliations Second Quarter 2010 Earnings Release (July 26, 2010)
Slide 48: Loan Risk Profile
al Loan Risk Profile B. Corporation Loan Risk Profile as of June 30, 2010 YTD Net % of Charge- Total Past Balance Loans __Offs/Loans™ _Due/Loans_NPLiLoans Commercial Real Estate 2,089,547 35% 0.18% 2.84% 2.27% Commercial & Industrial 983,709 16% 0.42% 1.50% 1.20% Home Equity & Other Consumer 1,337,2
Slide 49: Established Board of Directors
Director Name Age Since Biography Stephen J. Gurgovits 67 1981 President and Chief Executive Officer William B. Campbell 71 1975 Chairman of the Board Henry M. Ekker 71 1994 Partner with Ekker, Kuster, McConnell & Epstein, LLP Philip E. Gingerich 72 2008 Director of Omega from 1994 to 2008; Retired
Slide 50: GAAP to Non-GAAP Reconciliation
GAAP to Non-GAAP Reconciliation Appendix
Slide 51: GAAP to Non-GAAP Reconciliation
GAAP to Non-GAAP Reconciliation Appendix