F N B : 2020 Annual Shareholders Meeting (May 13, 2020) (PDF)

Annual Shareholder's

Meeting

F.N.B. Corporation

May 13, 2020

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Financial Information

This document may contain statements regarding F.N.B. Corporation's outlook for earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset quality levels, financial

position and other matters regarding or affecting our current or future business and operations. These statements can be considered as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve various assumptions, risks and uncertainties which can change over time. Actual results or future events may be different from those anticipated in our forward-looking statements and may not align with historical performance and events. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance upon such statements. Forward-looking statements are typically identified by words such as "believe," "plan," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "will," "should," "project," "goal," and other similar words and expressions. F.N.B. does not assume any duty to update forward-looking statements, except as required by federal securities laws.

F.N.B.'s forward-looking statements are subject to the following principal risks and uncertainties:

•Our business, financial results and balance sheet values are affected by business and economic circumstances, including, but not limited to: (i) developments with respect to the U.S. and global financial markets; (ii) actions by the Federal Reserve Board, U.S. Treasury Department, Office of the Comptroller of the Currency and other governmental agencies, especially those that impact money supply, market interest rates or otherwise affect business activities of the financial services industry; (iii) a slowing or reversal of the current U.S. economic environment; and (iv) the impacts of tariffs or other trade policies of the U.S. or its global trading partners.

•Business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through effective use of systems and controls, third-party insurance, derivatives, and capital management techniques, and to meet evolving regulatory capital and liquidity standards.

•Competition can have an impact on customer acquisition, growth and retention, and on credit spreads, deposit gathering and product pricing, which can affect market share, deposits and revenues. Our ability to anticipate and continue to respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.

•Business and operating results can also be affected by widespread natural and other disasters, pandemics, dislocations, terrorist activities, system failures, security breaches, significant political events, cyberattacks or international hostilities through impacts on the economy and financial markets generally, or on us or our counterparties specifically.

•Legal, regulatory and accounting developments could have an impact on our ability to operate and grow our businesses, financial condition, results of operations, competitive position, and reputation. Reputational impacts could affect matters such as business generation and retention, liquidity, funding, and the ability to attract and retain management. These developments could include:

•Changes resulting from a U.S. presidential administration or legislative and regulatory reforms, including changes affecting oversight of the financial services industry, consumer protection, pension, bankruptcy and other industry aspects, and changes in accounting policies and principles.

•Changes to regulations governing bank capital and liquidity standards.

•Unfavorable resolution of legal proceedings or other claims and regulatory and other governmental investigations or other inquiries. These matters may result in monetary judgments or settlements or other remedies, including fines, penalties, restitution or alterations in our business practices, and in additional expenses and collateral costs, and may cause reputational harm to F.N.B.

•Results of the regulatory examination and supervision process, including our failure to satisfy requirements imposed by the federal bank regulatory agencies or other governmental agencies.

•The impact on our financial condition, results of operations, financial disclosures and future business strategies related to the implementation of the new FASB Accounting Standards Update 2016-13 Financial Instruments - Credit Losses commonly referred to as the "current expected credit loss" standard (CECL) or modifications made to the implementation or the application of the CECL standard pursuant to the 2020 Cares Act.

•The impacts from the COVID-19 Pandemic and the invocation of the Defense Production Act on, among other things, the Company's business and its employees, operations, customers, critical vendors and suppliers (including any requirement by federal or state governments to effectively quarantine employees or to close operations to the extent not considered "essential" or "critical infrastructure, and the uncertainties of the duration of the same), the ability to make and receive payments, business relationships due to restrictions on travel and otherwise, liquidity, compliance with financial and operating covenants and key management.

The risks identified here are not exclusive. Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties described under Item 1A Risk Factors and Risk Management sections of our Annual Report on Form 10-K (including MD&A section) for the year ended December 31, 2019, our subsequent 2020 Quarterly Reports on Form 10-Q (including the risk factors and risk management discussions) and our other subsequent filings with the SEC, which are available on our corporate website at https://www.fnb-online.com/about-us/investor-relations-shareholder-services. The F.N.B web address is included as an inactive textual reference only. Information on the F.N.B website is not part of this presentation.

To supplement F.N.B.'s consolidated financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), F.N.B. uses certain non-GAAP financial measures, such as operating net income available to common stockholders, operating earnings per diluted common share, return on average tangible equity, return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible equity to tangible assets, the ratio of tangible common equity to tangible assets, efficiency ratio, pre-provision net revenue (PPNR), and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators F.N.B. uses may differ from the non-GAAP financial measures and key performance indicators that other financial institutions use to assess their performance and trends.

These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. The "Supplemental Information" at the end of this presentation contains a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated 2 and presented in accordance with GAAP. The information should be reviewed in conjunction with F.N.B.'s financial results disclosed on April 23, 2020, as well as F.N.B's Annual Report on Form 10-K for the year ended December 31, 2019, subsequent quarterly 2020 Form 10-Q filings, and other subsequent filings with the SEC.

Annual Meeting Rules of Conduct

3

Vincent J. Delie, Jr.

Chairman,

President & C.E.O.,

F.N.B. Corporation

First National Bank

of Pennsylvania

4

Introductions

5

James G. Orie

Chief Legal Officer & Corporate

Secretary

F.N.B. Corporation

6

Vincent J. Calabrese, Jr.

Chief Financial Officer

F.N.B. Corporation

7

Gary L. Guerrieri

Chief Credit Officer

F.N.B. Corporation

8

Call to Order

9

Annual Meeting Agenda

1. Official Business Matters

1. Management Presentation

1. Questions and Answers

10

Corporate Secretary's Report

1. Notice Mailed March 27, 2020 and Amended Notice Filed on April 30, 2020

1. Quorum

1. 2019 Annual Meeting Minutes

11

Election of Directors

12

Nominees

Pamela A. Bena	David J. Malone
William B. Campbell	Frank C. Mencini
James D. Chiafullo	David L. Motley
Vincent J. Delie, Jr.	Heidi A. Nicholas
Mary Jo Dively	John S. Stanik
Robert A. Hormell	William J. Strimbu

13

Advisory Proposal

Approve an Amendment and Restatement of the 2007 F.N.B.

Corporation Incentive Compensation Plan

14

Advisory Proposal

Named Executive Officer Compensation: Say-on-Pay

15

Advisory Proposal

Ratification of Ernst & Young LLP Appointment

16

Voting

17

Voting Results

18

F.N.B. Corporation Director Election

Pamela A. Bena	David J. Malone
William B. Campbell	Frank C. Mencini
James D. Chiafullo	David L. Motley
Vincent J. Delie, Jr.	Heidi A. Nicholas
Mary Jo Dively	John S. Stanik
Robert A. Hormell	William J. Strimbu

19

F.N.B. Corporation Annual Shareholder Meeting Proposals

Approval of an Amendment and Restatement of the 2007 F.N.B.

Corporation Incentive Compensation Plan

Named Executive Officer Compensation: Say-on-Pay

Ratification of Ernst & Young LLP Appointment

20

Business Concluded

21

Management Presentation

22

COVID-19 Response

23

Timeline of COVID-19 and Management Actions

FNB has taken proactive & aggressive action to stay ahead of the escalating COVID-19 pandemic

	World Events
Cases Worldwide
Actions
# COVID-19	Management

3/3

Fed announces 50 bp interest rate cut

1/21

First confirmed case of COVD-19 in US

3/13

Trump declares national emergency

WHO declares a Global Health Emergency

1/30

3/15

Fed cuts interest rates to 0%

US Travel restrictions announced; First US death

2/29

$2.2 trillion stimulus plan announced

3/27

Trump extends stay at home to April end

3/31

First suspected local transmission in US

2/26

2018

Developed Contagious Disease & Pandemic Playbook

1/27

Activated Contagious Disease & Pandemic Playbook

FNB Employee Pandemic kits rolled out

3/9

Developed Employee Distancing Plan

3/12

BoD mtg to discuss COVID-19 implications

3/18

Add'l paid time off/sick leave policy rolled out

3/18

Employees

Safe Employee & Customer Experience Changes Made

3/19

Continuity

Retail branch lobbies closed

3/19

Customers/Community

3/23

Risk Mgt

Programs to Support Customers & Businesses Announced

Add'l Compensation benefits for front line workers

3/25

USA

PPP Phase 1 Applications Received and Processed, Phase 2 starts

4/14

Jan '20

Feb '20

Mar '20

Apr '20

24

SOURCE of COVID-19 Cases Worldwide: World in Data

FNB's Response to COVID-19

Employee Protection

& Assistance

Operational Response		Customer and			Risk Management
& Preparedness		Community Support

✓ ~2,000 employees

working from home

✓ Pandemic kits &

rigorous sanitation

measures deployed to

all physical locations in

early March

✓ Special relief pay for

front line and

operations workers

✓ Up to 5 additional

emergency days

• Activated Contagious Disease & Pandemic Playbook in January
• Instituted several social distancing plans such as:
• • work from home
  • rotating schedule options & shift work
  • redundant locations for Call Center and Ops Center with call transfer options to branches
• Focused on "drive-up" services and "by appt only" practices in our retail branches, supported by Clicks to Bricks strategy

• Developed a structured deferral program for customers
• Announced several measures to support customers facing COVID-hardship:
• • Deferral programs
  • Lines of credit
  • Fee waivers
• Actively engaged in the SBA PPP program
• Announced a $1 million donation to our Foundation in support of COVID-19 relief efforts
• Encourage use of online and mobile tools

• Highest capital levels in two decades
• Track record of a disciplined credit culture and lower risk profile
• • Diversified loan portfolio with low exposure to high risk industries most sensitive to COVID
  • Frequent and recent improvement to balance sheet positioning
  • • Sale of $140M of Regency loans
    • Sale of $300M of single service mortgage and acquired loans
    • $300M Debt Issuance

25

$2.6 Billion in Relief Funds for Paycheck Protection Program

Paycheck Protection Program

• Overseen by SBA; loans originated by banks
• Eligible businesses <500 employees

•	Size: 2.5x average monthly payroll, capped at $10mm	Processed more than 18,000 SBA
•	Rate: 1%	PPP loans totaling $2.6 billion

• Tenor: maximum of 2 years
• Lender fees: 5% if <$350k; 3% if $350k-$2mm; 1% if >$2mm
• 0% Risk-Weighting if loans held on balance sheet
• Includes Loan Forgiveness

1. Debt may be forgiven if used for payroll, rent, utilities, or other necessities o Amount may not exceed original value of loan
   o Forgiven amount reduced in proportion to employee layoffs; penalties waived for employers who rehire laid off employees o With required documentation from borrowers, lenders will not be subject to enforcement action or penalties
   o The SBA will purchase the forgiveness amount of the loan from the lender

FNB Response and Support

• Stood-upelectronic application and processing capabilities within 7 days of program start
• Leveraged prior investments in technology processed 40 years of loan volume
• Employees from all departments working continuously to support call volume and processing
• Of the approved SBA PPP loans processed through FNB to date:
• 98% of eligible applications received Preferred Lending Program (PLP) numbers and the average loan amount was $139,000
• 97% of the loans benefitted businesses with fewer than 100 employees and, of those businesses, approximately 70% have fewer than 10 employees, over 3,700 loans (~20%) were approved for businesses operating in low-to-moderate income (LMI) neighborhoods
• Nearly 2,500 loans (approximately 13%) were approved for businesses in rural (non-MSA) areas

26

Total Shareholder Return Reflects Successful Execution

• 2019 total shareholder return of 35% significantly exceed peer results, continued outperformance in 2020
• Repurchased $25 million of shares outstanding through March 12, 2020, prior to COVID-19
• Declared 2Q20 dividend of $0.12 on April 22, 2020

LTM 65th Percentile(1)	YTD 80th Percentile(1)
(as of March 31, 2020)	(as of March 31, 2020)

	LTM TSR (%)		YTD TSR (%)
0		-39
-5		-40
-10		-41
-15	FNB	-42	-41.3
	FNB
-20
Peers		Peers
	-43
-25
-30	-27.37	-44
-35		-45
-40	-37.88	-46	-45.3

(1) Data per S&P Global, see appendix for detailed peer group listing	27

1Q20 Results & Historical Overview

28

Key 1Q20 Highlights

1. Reported earnings per diluted common share of $0.14, impacted by $0.15 of significant items
2. • Total revenue of $301 million
   • Record capital markets income of $11.1 million
   • Average annualized loan growth of 5%, commercial growth of 6%, consumer growth of 2%
   • Average deposit growth of 5% and 7% non-interest bearing deposit growth compared to 1Q19
   • Continued favorable asset quality results, CECL implemented 1/1/2020
   • Tangible Book Value per Share of $7.46, 8% increase from 1Q19
   • Tangible Common Equity to Tangible Assets ratio of 7.36%, a 21 basis point increase from 1Q19

29

Where does FNB stand today?

		Erie
Cleveland	Hermitage	State		Scranton
College
Columbus				Harrisburg	Reading
	Pittsburgh		Johnstown
		Lancaster
				York	Philadelphia
				Baltimore
				Washington D.C.
Piedmont Triad		Raleigh
	Charlotte
		Wilmington	Major Metropolitan
		Market
				Secondary Market
		Charleston	Planned Branches
				Planned/Recent LPOs
				Current Branch

Positioned for Diversification and Growth

1. Significant presence in 7 major metropolitan markets with population over 1 million and numerous secondary markets

1. FNB grew deposits in every major metropolitan market from 6/30/18-6/30/19

1. Greater number of prospective customers allows FNB to maintain its selectivity in underwriting credit while supporting growth objectives

Deposit Market	Population	Total
Position2,3	(millions)	Businesses1
Pittsburgh - #3	2.3	115K
Cleveland - #12	2.1	109K
Baltimore - #7	2.8	139K
Charlotte - #8	2.6	106K
Raleigh - #9	1.9	101K
Piedmont Triad - #6	1.4	72K
Washington, D.C.	6.3	353K

(1) Data per the NAICS accessed 3/25/2019. (2) S&P Global Market Intelligence, MSA retail market share (excludes custodian banks), pro-forma for pending acquisitions as of June	30
30, 2019. (3) #3 represents the Piedmont Triad area, which includes Greensboro - High Point MSA and Winston - Salem MSA.

Sustained Revenue and Earnings Growth Performance

Total Revenue and Operating Net Income Available to Common

Shareholders (Millions)

12.5% and 27.9% CAGRs, Respectively

													$1,208	$1,212
												$1,098
											$813
									$624	$660
					$504	$532
				$436
$372	$401									$367	$386
								$281
					$115	$123	$144	$154	$188
$33	$68	$90
2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019
			Total Revenue			Operating Net Income Available to Common Shareholders (non-GAAP)(1)

1. To supplement our consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP financial measures to provide information useful in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. These non-GAAP financial measures should be viewed as

supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. Non-GAAP financial measures in this presentation,

31

including reconciliations to the most directly comparable GAAP financial measures, should be reviewed in conjunction with our corresponding GAAP financial measures disclosed in our 2018 Form 10-K filing as well as other periodic fi lings with the SEC and on our website at www.fnbcorporation.com.

Operating Trends and Industry-Leading Profitability

Efficiency Ratio (%)(1)

70.0
65.1
65.0				62.5
				61.0
60.0											58.1	57.0
56.1		55.4
		54.3		54.8	54.5
55.0
50.0
45.0
2015	2016	2017	2018	2019
						FNB		Peer Median

Operating ROTCE (%)(1)

			18.41
		15.74	15.98	16.84
14.65	14.75

14.84

12.61

11.57 11.54

2015	2016		2017	2018	2019
			FNB	Peer Median

Total Loans (millions)

$20,999

$14,897

$12,190

$22,153

$23,289

Total Deposits (millions)

$22,400 $23,455

$16,066

$12,623

$24,786

2015

2016

2017

2018

2019

2015

2016

2017

2018

2019

(1) Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details; Percentile ranking relative to peer median results for each period shown; Peer data	32
per S&P Global Market Intelligence.

Capital Actions and Tangible Book Value Growth

TBVPS CAGR Since 12/31/2008

FNB TBVPS + Cumulative Dividends, $

		FNB	Peer
			Median
TBVPS		6.0%	3.2%
TBVPS +		10.7%	7.8%
Cumulative
Dividends
Cumulative		63%	38%
Payout Ratio
	CB&T	6.15 6.25
	$0.6B	5.93

5.03 5.22 5.36 5.44 0.84 0.96 1.08

4.49 4.60 4.65 4.81 0.36 0.48 0.60 0.72

4.11 0.12 0.24

3.99 4.25 4.24 4.17 4.214.31 4.38 4.40 4.364.73 4.83 4.81

BCSB $0.6B

PVFC $0.8B

	ANNB
	$0.4B
	PVSA
	$1.8B
		7.04 7.13 7.32
6.65	6.85
6.38
6.15		1.56 1.68 1.80	1.92
1.44

1.20 1.32

4.59 4.70 4.85 4.93 5.00 4.97 5.04

								YDKN
								$7.4B				12.81
						METR
		OBAF								12.49
					$2.9B					12.15
		$0.4B								11.83
											11.48
											11.12
											10.82
											10.58
							10.37	10.3210.38
						10.25	10.08		4.92
						9.74 9.8410.00
			9.60		9.82			4.80
								4.68
			9.18 9.34
									4.56
		8.87									4.44
		8.67									4.32
8.37						3.36 3.48			4.08 4.20
8.10						3.00 3.12 3.24			3.72 3.84 3.96
7.83			2.88		3.60
			2.64 2.76

2.40 2.52

2.28

2.16

2.04

5.43 5.58 5.73 5.91 5.996.18 6.226.36 6.38 6.36 6.406.53 6.535.86 6.00 6.12 6.06 6.146.26 6.44 6.68 6.91 7.11 7.33 7.53

Q2 '09 $133mm

Q2 '11 $65mm

Q3 '13 $50mm

Q4 '17 $54mm DTA

equity raise

equity raise

equity raise

impairment TCJA

2009Q1

2009Q2

2009Q3

2009Q4

2010Q1

2010Q2

2010Q3

2010Q4

2011Q1

2011Q2

2011Q3

2011Q4

2012Q1

2012Q2

2012Q3

2012Q4

2013Q1

2013Q2

2013Q3

2013Q4

2014Q1

2014Q2

2014Q3

2014Q4

2015Q1

2015Q2

2015Q3

2015Q4

2016Q1

2016Q2

2016Q3

2016Q4

2017Q1

2017Q2

2017Q3

2017Q4

2018Q1

2018Q2

2018Q3

2018Q4

2019Q1

2019Q2

2019Q3

2019Q4

TBVPS		Cumulative Dividends	TBV + Dividends	33

Highly Attractive Dividend Yield Relative to Peers(1)

		Year-End Dividend Yield (%)
7.07
	FNB has returned more than $1 billion to
			shareholders over the last ten years
	4.89
	4.52					4.88
	4.24
			3.80	3.60	3.60	3.47	3.78
						2.99	3.12
							3.05
	1.93			1.97	2.12	1.85
	1.98		1.84
	1.35			1.72
1.51

2009	2010	2011	2012	2013	2014	2015	2016	2017	2018	2019
						FNB	Peers

Quartile ranking relative to Peer Group

100th

89th

84th

84th

84th

84th

74th

79th

84th

84th

80th

(1) Data per S&P Global, see appendix for detailed peer group listing	34

Questions and Answers

35

Thank You for Attending

36

Non-GAAP to GAAP Reconciliation

				For The Quarter Ended
$ in millions except per share amounts		31-Mar-20		31-Dec-19		30-Sep-19		30-Jun-19		31-Mar-19
Operating net income available to common stockholders
Net income available to common stockholders	$	45.4	$	93.2	$	100.7	$	93.2	$	92.1
Branch consolidation costs		8.3		-		-		2.9		1.6
Tax benefit of branch consolidation costs		(1.7)		-		-		0.6		(0.3)
COVID-19 expense		2.0		-		-		-		-
Tax benefit of COVID-19 expense		(0.4)		-		-		-		-
Service charge refunds		-		4.3		-		-		-
Tax benefit of service charge refunds		-		(0.9)		-		-		-
Operating net income available to common stockholders (non-GAAP)	$	53.5	$	96.6	$	100.7	$	95.4	$	93.4
Operating earnings per diluted common share
Earnings per diluted common share	$	0.14	$	0.29	$	0.31	$	0.29	$	0.28
Branch consolidation costs		0.03		-		-		0.01		0.01
Tax benefit of branch consolidation costs		(0.01)		-		-		(0.00)		(0.00)
COVID-19 expense		0.01		-		-		-		-
Tax benefit of COVID-19 expense		-		-		-		-		-
Service charge refunds		-		0.01		-		-		-
Tax benefit of service charge refunds		-		-		-		-		-
Operating earnings per diluted common share (non-GAAP)	$	0.16	$	0.30	$	0.31	$	0.29	$	0.29

37

Non-GAAP to GAAP Reconciliation

$ in millions

Return on average tangible common equity (ROATCE)

Net income available to common stockholders (annualized) Amortization of intangibles, net of tax (annualized)

Tangible net income available to common stockholders (annualized) (non-GAAP)

Average total stockholders' equity

Less: Average preferred stockholders' equity

Less: Average intangible assets(1)

Average tangible common equity (non-GAAP)

Return on average tangible common equity (non-GAAP)

Operating ROATCE

Operating net income avail. to common stockholders (annualized)(2) Amortization of intangibles, net of tax (annualized)

Tangible operating net income avail. to common stockholders (annualized) (non-GAAP)

Average total stockholders' equity

Less: Average preferred stockholders' equity

Less: Average intangible assets(1)

Average tangible common equity (non-GAAP)

Operating return on average tangible common equity (non-GAAP)

For The Quarter Ended

31-Mar-2031-Dec-1930-Sep-1930-Jun-1931-Mar-19

$	182.6	$	369.7	$	399.6	$	373.7	$	373.6
	10.6		11.3		11.3		11.0		11.1
$	193.2	$	381.0	$	410.9	$	384.8	$	384.7
$	4,874	$	4,851	$	4,803	$	4,721	$	4,652
	107		107		107		107		107
	2,328		2,331		2,331		2,330		2,331
$	2,440	$	2,413	$	2,361	$	2,284	$	2,214
	7.92%		15.79%		17.41%		16.84%		17.38%
$	215.1	$	383.1	$	399.6	$	382.8	$	378.9
	10.6		11.3		11.3		11.0		11.1
$	225.7	$	394.4	$	410.8	$	393.8	$	392.4
$	4,874	$	4,851	$	4,803	$	4,721	$	4,652
	107		107		107		107		107
	2,328		2,331		2,335		2,330		2,331
$	2,440	$	2,413	$	2,361	$	2,284	$	2,214
	9.25%		16.34%		17.41%		17.24%		17.62%

(1) Excludes loan servicing rights. (2) A non-GAAP measure, refer to page 27 in Appendix for more information.

38

Non-GAAP to GAAP Reconciliation

$ in millions

Return on average tangible assets (ROATA)

Net income (annualized)

Amortization of intangibles, net of tax (annualized) Tangible net income (annualized) (non-GAAP)

Average total assets

Less: Average intangible assets(1)

Average tangible assets (non-GAAP)

Return on average tangible assets (non-GAAP)

Operating ROATA

Operating net income (annualized)(2) Amortization of intangibles, net of tax (annualized) Tangible operating net income (annualized) (non-GAAP)

Average total assets

Less: Average intangible assets(1)

Average tangible assets (non-GAAP)

Operating return on average tangible assets (non-GAAP)

For The Quarter Ended

31-Mar-2031-Dec-1930-Sep-1930-Jun-1931-Mar-19

$	190.7	$	377.7	$	407.6	$	381.9	$	381.8
	10.6		11.3		11.3		11.0		11.1
$	201.3	$	389.0	$	418.9	$	392.9	$	393.0
$	34,655	$	34,401	$	33,850	$	33,731	$	33,390
	2,328		2,331		2,335		2,330		2,331
$	32,327	$	32,070	$	31,515	$	31,401	$	31,059
	0.62%		1.21%		1.33%		1.25%		1.26%
$	223.2	$	391.1	$	407.6	$	390.9	$	387.0
	10.6		11.3		11.3		11.0		11.1
$	233.8	$	402.4	$	418.9	$	401.9	$	398.1
$	34,655	$	34,401	$	33,850	$	33,731	$	33,390
	2,328		2,331		2,335		2,330		2,331
$	32,327	$	32,070	$	31,515	$	31,401	$	31,059
	0.72%		1.25%		1.33%		1.28%		1.28%

(1) Excludes loan servicing rights. (2) A non-GAAP measure, refer to page 30 in Appendix for more information.

39

Non-GAAP to GAAP Reconciliation

				For The Quarter Ended
$ in millions		31-Mar-20		31-Dec-19		30-Sep-19		30-Jun-19		31-Mar-19
Operating net income
Net income	$	47.4	$	95.2	$	102.7	$	95.2	$	94.1
Branch consolidation costs		8.3		-		-		2.9		1.6
Tax benefit of branch consolidation costs		(1.7)		-		-		0.6		(0.3)
COVID-19 expense		2.0		-		-		-		-
Tax benefit of COVID-19 expense		(0.4)		-		-		-		-
Service charge refunds		-		4.3		-		-		-
Tax benefit of service charge refunds		-		(0.9)		-		-		-
Operating net income (non-GAAP)	$	55.5	$	98.6	$	102.7	$	97.5	$	95.4
Operating return on average assets (ROAA)
Operating net income (annualized)(1)	$	223.2	$	391.1	$	407.6	$	390.9	$	387.0
Average total assets	$	34,655	$	34,401	$	33,850	$	33,731	$	33,390
Operating return on average assets (non-GAAP)		0.64%		1.14%		1.20%		1.16%		1.16%

(1) A non-GAAP measure, refer to reconciliation above for more information.

40

Non-GAAP to GAAP Reconciliation

For The Quarter Ended

$ in millions except per share amounts		31-Mar-20		31-Dec-19		30-Sep-19		30-Jun-19		31-Mar-19
Tangible book value per common share (at period-end)
Total stockholders' equity	$	4,842	$	4,883	$	4,820	$	4,753	$	4,680
Less: preferred stockholders' equity		107		107		107		107		107
Less: intangibles(1)		2,326		2,330		2,332		2,336		2,330
Tangible common equity (non-GAAP)	$	2,409	$	2,447	$	2,381	$	2,310	$	2,243
Ending common shares outstanding (000's)		322,674		325,015		324,880		324,807		324,516
Tangible book value per common share (non-GAAP)	$	7.46	$	7.53	$	7.33	$	7.11	$	6.91
Tangible common equity / Tangible assets (at period-end)
Total stockholders equity	$	4,842	$	4,883	$	4,820	$	4,753	$	4,680
Less: preferred stockholders' equity		107		107		107		107		107
Less: intangibles(1)		2,326		2,330		2,332		2,336		2,330
Tangible common equity (non-GAAP)	$	2,409	$	2,447	$	2,381	$	2,310	$	2,243
Total assets	$	35,049	$	34,615	$	34,329	$	33,903	$	33,696
Less: intangibles(1)		2,326		2,330		2,332		2,336		2,330
Tangible assets (non-GAAP)	$	32,722	$	32,285	$	31,997	$	31,567	$	31,366
Tangible common equity / Tangible assets (period end) (non-GAAP)		7.36%		7.58%		7.44%		7.32%		7.15%

(1) Excludes loan servicing rights.

41

Non-GAAP to GAAP Reconciliation

				For The Quarter Ended
$ in millions		31-Mar-20		31-Dec-19		30-Sep-19		30-Jun-19		31-Mar-19
Efficiency Ratio (FTE)
Non-interest expense	$	194.9	$	177.4	$	177.8	$	175.2	$	165.7
Less: amortization of intangibles		3.3		3.6		3.6		3.5		3.5
Less: OREO expense		1.6		1.2		1.4		1.0		1.1
Less: COVID-19 expense		2.0		-		-		-		-
Less: branch consolidation expenses		8.3		-				2.3		0.5
Less: tax credit-related project impairment		-		-		3.2		-		-
Adjusted non-interest expense	$	179.7	$	172.6	$	169.5	$	168.5	$	160.7
Net interest income	$	232.6	$	226.4	$	229.8	$	230.4	$	230.6
Taxable equivalent adjustment		3.3		3.5		3.5		3.5		3.6
Non-interest income		68.5		74.0		80.0		74.8		65.4
Less: net securities gains		-		-		-		-		-
Less: gain on sale of subsidiary		-		-		-		-		-
Add: loss on fixed assets related to branch consolidation		-		-		-		0.5		1.2
Add: service charge refunds		-		4.3		-		-		-
Adjusted net interest income (FTE) (non-GAAP) + non-interest income	$	304.4	$	308.2	$	313.3	$	309.3	$	300.7
Efficiency Ratio (FTE) (non-GAAP)		59.03%		55.99%		54.11%		54.47%		53.45%

42

Non-GAAP to GAAP Reconciliation

$ in thousands, except per share data

		31-Mar-20
Net interest income	$	232,631
Less: Significant, Unusual or Outsized Items		-
Net interest Income (non-GAAP)	$	232,631
Noninterest Income	$	68,526
Add: Significant, Unusual or Outsized Items		7,673
Noninterest Income (non-GAAP)	$	76,199
Total Revenue		301,157
Add: Significant, Unusual or Outsized Items		7,673
Total Revenue (non-GAAP)	$	308,830
Noninterest Expense		194,892
Less: Significant, Unusual or Outsized Items		15,804
Noninterest Expense (non-GAAP)	$	179,088
Pre-provision net revenue		106,265
Add: Significant, Unusual or Outsized Items		23,477
Pre-provision net revenue (non-GAAP)	$	129,742
Provision for credit losses		47,838
Less: Significant, Unusual or Outsized Items		37,893
Provision for credit losses (non-GAAP)	$	9,945
Pre-tax income		58,427
Add: Significant, Unusual or Outsized Items		61,370
Pre-tax income (non-GAAP)	$	119,797
Income taxes		11,010
Add: Income tax benefit on Significant, Unusual or Outsized Items		12,888
Income taxes (non-GAAP)	$	23,898
Net Income		47,417
Add: Significant, Unusual or Outsized Items, net of tax		48,482
Net income (non-GAAP)	$	95,899
Net income available to common stockholders		45,407
Add: Significant, Unusual or Outsized Items, net of tax		48,482
Net income available to common stockholders (Non-GAAP)	$	93,889
Diluted EPS	$	0.14
Add: per share Significant, Unusual or Outsized Items, net of tax		0.15
Diluted EPS (Non-GAAP)	$	0.29

43

Non-GAAP to GAAP Reconciliation

$ in thousands except per share amounts

Return on average tangible common equity (ROATCE) Net income available to common stockholders Amortization of intangibles, net of tax

Tangible net income available to common stockholders (non-GAAP)

Average total stockholders' equity

Less: Average preferred stockholder's equity

Less: Average intangible assets(1)

Avereage tangible stockholder's equity (non-GAAP)

Return on average tangible common equity (non-GAAP)

Operating ROATCE

Operating net income available to common stockholders(2) Amortization of intangibles, net of tax

Operating tangible net income available to common stockholders (non-GAAP)

Average total stockholders' equity

Less: Average preferred stockholders' equity

Less: Average intangible assets(1)

Average tangible common equity (non-GAAP)

Operating return on average tangible common equity (non-GAAP)

					For The Fiscal Year
	2019		2018		2017		2016		2015		2014
$	379,208	$	364,817	$	191,163	$	162,850	$	151,608	$	135,698
	11,192		12,365		11,386		8,943		6,861		6,316
$	390,400	$	377,182	$	202,549	$	171,793	$	158,469	$	142,014
$	4,757,465	$	4,490,833	$	4,073,700	$	2,499,976	$	2,072,170	$	1,920,440
	106,882		106,882		106,882		106,882		106,882		106,882
	2,331,630		2,334,727		2,108,102		1,059,856		869,347		849,934
$	2,318,953	$	2,049,224	$	1,858,716	$	1,333,238	$	1,095,941	$	963,624
	16.84%		18.41%		10.90%		12.89%		14.46%		14.74%
$	386,147	$	366,677	$	281,176	$	187,739	$	153,692	$	143,595
	11,912		12,365		11,386		8,943		6,861		6,316
$	374,235	$	379,042	$	292,562	$	196,682	$	160,553	$	149,911
$	4,757,465	$	4,490,833	$	4,073,700	$	2,499,976	$	2,072,170	$	1,920,440
	106,882		106,882		106,882		106,882		106,882		106,882
	2,331,630		2,334,727		2,108,102		1,059,856		869,347		849,934
$	2,318,953	$	2,049,224	$	1,858,716	$	1,333,238	$	1,095,941	$	963,624
	16.14%		18.50%		15.74%		14.75%		14.65%		15.56%

44

Non-GAAP to GAAP Reconciliation

Efficiency Ratio
Non-interest expense	$	696,128	$	694,532	$	681,542	$	511,133	$	390,549	$	379,253
Less: amortization of intangibles		14,167		15,652		17,517		11,210		8,305		9,717
Less: OREO expense		4,652		6,360		4,438		5,154		4,637		4,400
Less: merger-related expenses		-		-		56,513		37,439		3,033		12,150
Less: impairment charge on other assets		-		-		-		2,585		-		-
Less: branch consolidation expenses		2,783		2,939		-		-		-		-
Less: discretionary 401(k) contributions		-		874		-		-		-		-
Less: tax credit related to project impairment		-		-		-		-		-		-
Adjusted non-interest expense	$	671,313	$	668,707	$	603,074	$	454,745	$	374,574	$	352,986
Net interest income	$	917,239	$	932,489	$	846,434	$	611,512	$	498,222	$	466,297
Taxable equivalent adjustment		14,121		13,270		18,766		11,248		7,636		6,899
Non-interest income		294,266		275,651		252,449		201,761		162,410		158,274
Less: net securities gains		70		34		5,916		712		822		11,717
Less: gain on redemption of trust preferred securities		-		-		-		2,422		-		-
Less: other non-recurring items		-		-		-		-		-		2,713
Less: loss on fixed assets related to branch consolidation		-		-		-		-		-		-
Less: gain on sale of subsidiary		-		5,135		-		-		-		-
Add: branch consolidation costs		1,722		3,677		-		-		-		-
Add: service charge refunds		4,279		-		-		-		-		-
Adjusted net interest income (FTE) + non-interest income	$	1,231,557	$	1,219,918	$	1,111,733	$	821,387	$	667,447	$	617,040
Efficiency Ratio (non-GAAP)		54.51%		54.82%		54.25%		55.36%		56.12%		57.21%

45