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F N B : November 2021 Investor Presentation (November 18,2021) (PDF)

11/18/2021 | 05:53pm EST

F.N.B. Corporation

Investor Presentation:

Fourth Quarter

November 2021

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 "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. We do 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, economic and political 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 of the U.S. economic environment; (iv) the impacts of tariffs or other trade policies of the U.S. or its global trading partners; and the sociopolitical environment in the U.S..
  • 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, react

quickly and continue to respond to technological changes and COVID-19 challenges 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, including the ongoing COVID-19 pandemic crisis, dislocations, terrorist activities, system failures, security

breaches, significant political events, cyber-attacks 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:
    o Changes resulting from a new U.S. presidential administration, including legislative and regulatory reforms, different approaches to supervisory or enforcement priorities, changes affecting oversight of the financial services industry, regulatory obligations or restrictions, consumer protection, taxes, employee benefits, compensation practices, pension, bankruptcy and other industry aspects, and changes in accounting policies and principles.
    o Changes to regulations or accounting standards governing bank capital requirements, loan loss reserves, and liquidity standards.
    o 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 FNB.
    o 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.
    o The impact on our financial condition, results of operations, financial disclosures and future business strategies related to the impact on the allowance for credit losses due to changes in forecasted macroeconomic conditions as a result of applying the "current expected credit loss" accounting standard, or CECL.
    o A failure or disruption in or breach of our operational or security systems or infrastructure, or those of third parties, including as a result of cyber-attacks or campaigns.
  • The COVID-19 pandemic and the federal, state, and local regulatory and governmental actions implemented in response to COVID-19 have resulted in a deterioration and disruption of the financial markets and national and local economic conditions, increased levels of unemployment and business failures, and the potential to have a material impact on, among other things, our business, financial condition, results of operations, liquidity, or on our management, employees, customers and critical vendors and suppliers. In view of the many unknowns associated with the COVID-19 pandemic, our forward-looking statements continue to be subject to various conditions that may be substantially different in the future than what we are currently experiencing or expecting, including, but not limited to, a prolonged recovery of the U.S. economy and labor market and the possible change in commercial and consumer customer fundamentals, expectations and sentiments. As a result, the COVID-19 impact, including U.S. government responsive measures to manage it or provide financial relief, the uncertainty regarding its duration and the success of vaccination efforts, it is possible the pandemic may have a material adverse impact on our business, operations and financial performance.

The risks identified here are not exclusive or the types of risks F.N.B. may confront and 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 and its macro-economic impact and the resulting governmental, business and societal responses to it. We have included our web address as an inactive textual reference only. Information on our website is not part of our SEC filings.

To supplement F.N.B.'s Consolidated Financial Statements presented in accordance with GAAP, we use 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, operating return on tangible common equity, return on average tangible assets, operating net income, operating return on tangible assets, operating return on average assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, allowance for credit losses to loans and leases, excluding PPP loans, non- performing loans to loans and leases, excluding PPP loans, non-performing loans + OREO to loans and leases + OREO, excluding PPP loans, non-performing loans and 90 days past due and OREO to loans and leases plus OREO, excluding PPP loans, net loan charge-offs to average loans and leases, excluding PPP loans, past due and non-accrual loans to loans and leases, excluding PPP loans, pre-provision net revenue to average tangible common equity, efficiency ratio, 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 we use may differ from the non-GAAP financial measures and key performance indicators 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 and presented in accordance with GAAP. The information should be reviewed in conjunction with F.N.B.'s financial results disclosed on October 19, 2021 as well as F.N.B's Annual Report on Form 10-K for the year ended December 31, 2020, subsequent quarterly 2021 Form 10-Q filings, and other subsequent filings with the SEC. uncertainties described under Item 1A Risk Factors and the Risk Management sections of our 2020 Annual Report on Form 10-K, our subsequent 2021 Quarterly Reports on Form 10-Q (including the risk factors and risk management discussions) and our other 2021 filings with the SEC, which are available on our corporate website at https://www.fnb-online.com/About-Us/Investor-Information/Shareholder-ServicesMore specifically, our forward-looking statements may be subject to the evolving risks and uncertainties related to the COVID-19 pandemic


Cautionary Statement Regarding Forward-Looking

Information and Non-GAAP Financial Information

Additional Information About the Merger and Where to Find It

This communication is in part being made in respect of the proposed merger transaction between FNB and Howard. In connection with the proposed merger, FNB has filed a registration statement on Form S-4 with the SEC to register FNB's shares that will be issued to Howard's stockholders in connection with the merger. The registration statement will include a proxy statement of Howard and a prospectus of FNB, as well as other relevant documents concerning the proposed transaction.


This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The proxy statement/prospectus and other relevant materials, and any other documents FNB and Howard 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 FNB has filed with the SEC by contacting James Orie, Chief Legal Officer, FNB Corporation, One North Shore Center, Pittsburgh, PA, 15212, telephone: (724) 983-3317; and may obtain free copies of the documents Howard has filed with the SEC by contacting Joseph Howard, Chief Legal Officer, Howard Bancorp, Inc., 3301 Boston Street, Baltimore, MD 21224, telephone: (443) 573-2664.

Participants in the Solicitation

FNB and Howard and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from Howard's stockholders in connection with the proposed merger. Information regarding FNB's directors and executive officers is contained in FNB's Proxy Statement on Schedule 14A, dated March 26, 2021 and in certain of its Current Reports on Form 8-K, which are filed with the SEC. Information regarding Howard's directors and executive officers is contained in Howard's Proxy Statement on Schedule 14A, dated April 13, 2021, and in certain of its Current Reports on Form 8-K, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of these documents may be obtained as described in the preceding paragraph.


Corporate Profile and Overview


Experienced Executive Leadership

Vincent Delie, Jr.

Chairman, President & CEO

Years at FNB: 17 / Years in Banking: 30+

After joining FNB in 2005, Delie became President of First National Bank in 2009. He was promoted to President of F.N.B. Corporation in 2011, was named Chief Executive Officer and elected to the Board of Directors in 2012, and was named Chairman of the Board of Directors of F.N.B. Corporation and First National Bank in 2017. He additionally chairs the Board's executive committee.

Vincent Calabrese


Years at FNB: 14 / Years in Banking: 30+

Calabrese has over 31 years of financial services experience. He joined F.N.B. Corporation in March 2007 as Senior Vice President and Corporate Controller and became CFO in 2009. He was Senior Vice President and Controller at People's Bank in Bridgeport, Connecticut, and a Supervising Senior Auditor for KPMG Peat Marwick in Stamford, Connecticut.

Gary Guerrieri

Chief Credit Officer

Years at FNB: 19 / Years in Banking: 35+

Guerrieri joined F.N.B. Corporation as Regional Credit Officer through the merger with Promistar Bank in 2002 and was promoted to Chief Credit Officer in 2011. At Promistar, Guerrieri served as Executive Vice President of Commercial Banking in Johnstown, PA. Previously, he served as Executive Vice President and Community Banking Executive for Laurel Bank in Uniontown, PA.

Barry Robinson

Chief Consumer Banking Officer

Years at FNB: 11 / Years in Banking: 30+

Robinson joined FNB in 2010 and most recently served as Executive Vice President of Consumer Banking. His 30 years of financial services experience includes executive wealth management and corporate banking roles with National City Bank, as well as previous responsibility for leveraged lending.

Bryant Mitchell

Chief Wholesale Banking Officer

Years at FNB: 3 / Years in Banking: 35+

Mitchell oversees lines of business and functional areas across FNB's multistate footprint including Commercial Banking, Capital Markets and the Company's Wealth Management group. Mitchell joined FNB in 2018 as Executive Vice President of Capital Markets and Specialty Finance. He previously served as a Regional Executive with The PNC Financial Services Group, Inc.


This is an excerpt of the original content. To continue reading it, access the original document here.


FNB Corporation published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 22:52:07 UTC.

ę Publicnow 2021
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Vincent J. Delie President
Vincent J. Calabrese Chief Financial Officer
Barbara R. Cottrell Compliance Director
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