Virginia Commerce Bancorp, Inc. Reports Strong Second Quarter Earnings and Performance

Virginia Commerce Bancorp, Inc. Reports Strong Second Quarter Earnings and Performance

ARLINGTON, Va.--(BUSINESS WIRE)-- Virginia Commerce Bancorp, Inc. (the "Company"), (NAS: VCBI) , parent company of Virginia Commerce Bank (the "Bank"), today reported its financial results for the second quarter of 2013.

Second Quarter 2013 Highlights

• Net Income Available to Common Stockholders and Diluted Earnings per Common Share Increased: Net income available to common stockholders totaled $7.5 million, or $0.21 per diluted common share, for the second quarter of 2013. This represented a $1.1 million increase, or $0.02 per diluted common share, compared to $6.4 million, or $0.19 per diluted common share for the second quarter of 2012. Sequentially, net income available to common stockholders increased $1.4 million, or $0.04 per diluted common share, representing a 23.5% increase from $0.17 per diluted common share, for the first quarter of 2013.

• Adjusted Operating Earnings (a non-GAAP measure) Growth: Adjusted operating earnings increased to $7.7 million, or $0.22 per diluted common share, for the second quarter of 2013. This compares to $5.5 million, or $0.16 per diluted common share, for the second quarter of 2012, and $6.4 million, or $0.18 per diluted common share, in the first quarter of 2013.

• Quarterly Return on Average Assets (ROAA) of 1.05% and Return on Average Equity (ROAE) of 11.68%

• Asset Quality: Non-performing assets ("NPAs") decreased 24.0%, from $60.4 million as of June 30, 2012, to $45.9 million at June 30, 2013, while sequentially increasing $1.1 million, or 2.5%. Total troubled debt restructurings ("TDRs") declined $16.2 million, or 37.5%, from June 30, 2012, to $26.9 million at June 30, 2013, and declined $7.0 million, or 20.7% from March 31, 2013.

• Net Interest Margin Stable: The net interest margin was 3.82% in the second quarter of 2013, compared to 3.80% in the second quarter of 2012. Sequentially, the net interest margin decreased three basis points from 3.85% in the first quarter of 2013.

• Capital Strength and Book Value per Common Share: The ratio of tangible common equity (a non-GAAP measure) improved to 8.95% at June 30, 2013, as compared to 7.79% and 8.80% at June 30, 2012, and March 31, 2013, respectively. The book value per common share increased from $7.42 at June 30, 2012, to $7.78 at June 30, 2013. Sequentially, the book value per common share decreased from $7.81 at March 31, 2013.

SUMMARY REVIEW OF FINANCIAL PERFORMANCE

Net Income

For the three months ended June 30, 2013, the Company recorded net income available to common stockholders of $7.5 million, or $0.21 per diluted common share, compared to net income available to common shareholders of $6.4 million, or $0.19 per diluted common share, for the three months ended June 30, 2012. The year-over-year earnings improvement was largely attributable to the Company's repurchase of all of its TARP preferred stock during the fourth quarter of 2012, and related elimination of a $1.4 million effective quarterly dividend on preferred stock, a $636 thousand decrease in provision for loan losses and a $1.5 million decrease in non-interest expense. These items were partially offset by a decrease in net interest income of $1.1 million and a $1.2 million decrease in non-interest income.

For the six months ended June 30, 2013, the Company reported net income available to common stockholders of $13.5 million, or $0.38 per diluted common share, compared to net income available to common stockholders of $11.1 million, or $0.33 per diluted common share, for the same period in 2012. The year-to-date earnings improvement from 2012 to 2013 was attributable to the Company's repurchase of all of its TARP preferred stock during the fourth quarter of 2012, and related elimination of a $2.7 million effective dividend on preferred stock for the first six months of 2013, a $4.8 million decrease in the provision for loan losses and a $499 thousand decrease in non-interest expense, partially offset by a decrease in net interest income of $2.1 million and a $3.6 million decrease in non-interest income. The Company's net income available to common stockholders increased sequentially from $6.0 million, or $0.17 per diluted common share, for the first quarter of 2013, primarily due to a decrease of $3.6 million in non-interest expense, partially offset by a $679 thousand increase in provision for loan losses, a $362 thousand decrease in non-interest income and a $1.1 million increase in provision for income taxes.

Adjusted operating earnings (a non-GAAP measure) for the three months ended June 30, 2013, were $7.7 million, or $0.22 per diluted common share, compared to $5.5 million, or $0.16 per diluted common share, for the same period in 2012. The year-over-year earnings improvement was largely attributable to the Company's repurchase of all of its TARP preferred stock during the fourth quarter of 2012, and related elimination of a $1.4 million effective quarterly dividend on preferred stock for the second quarter of 2013, a $636 thousand decrease in provision for loan losses and a $1.5 million decrease in non-interest expense (which includes $282 thousand of merger-related expenses in the second quarter of 2013). These items were partially offset by a decrease in net interest income of $1.1 million, and an increase in provision for income taxes of $62 thousand (with a related tax effect adjustment of $501 thousand). On a sequential basis, adjusted operating earnings were up $1.3 million, or $0.04 per diluted common share, for the three months ended June 30, 2013, primarily due to a decrease of $3.6 million in non-interest expense (which includes a sequential reduction in merger-related expenses of $302 thousand), partially offset by a $679 thousand increase in provision for loan losses, a $362 thousand decrease in non-interest income and a an increase in provision for income taxes of $1.1 million (with a related tax effect adjustment of $(168) thousand). The Company calculates adjusted operating earnings by excluding impairment loss on investment securities, realized gains and losses on sale of investment securities, merger-related expenses, acceleration of the accretion of the preferred stock discount, and certain other non-recurring items from net income available to common stockholders.

Asset Quality and Provision For Loan Losses

Total non-performing assets and loans 90+ days past due declined from $60.4 million at June 30, 2012, to $47.0 million at June 30, 2013, but, increased $2.0 million sequentially from $45.0 million at March 31, 2013, as a result of the placement of three relationships totaling $8.4 million on non-accrual status, representing previously classified loans which were restructured, but failed to perform under modified terms. This offset other progress in problem asset resolution for the quarter. As a percentage of total assets, non-performing assets decreased from 2.00% at June 30, 2012, to 1.62% at June 30, 2013, and increased from 1.55% at March 31, 2013. As of June 30, 2013, the allowance for loan losses represented 1.92% of total loans, compared to 1.91% and 2.14%, at March 31, 2013, and June 30, 2012, respectively. The allowance for loan losses covered 115.3% of total non-performing loans as of June 30, 2013, compared to 118.4% and 100.5%, at March 31, 2013, and June 30, 2012, respectively.

As of June 30, 2013, $13.6 million, or 39.3%, of non-performing loans represented acquisition, development and construction ("ADC") loans; $8.6 million, or 24.9%, represented non-farm, non-residential loans; $7.2 million, or 21.0%, represented commercial and industrial ("C&I") loans; and $5.1 million, or 14.8%, represented loans on one-to-four family residential properties. As of June 30, 2013, specific reserves of $16.4 million have been established for non-performing loans and other loans determined to be impaired. The Company continues to pursue an aggressive campaign to reduce non-performing and other impaired loans and is implementing and executing various disposition strategies on an ongoing basis. These strategies are dependent upon project completion, permitting, satisfaction of contract contingencies and other factors and in a number of cases represent situations which require longer timeframes to obtain optimal principal recovery.

Included in the loan portfolio at June 30, 2013, are loans classified as troubled debt restructurings ("TDRs"), totaling $26.9 million, a 37.5% decrease from $43.1 million at June 30, 2012. Sequentially, TDRs decreased $7.0 million from $33.9 million at March 31, 2013, as a result of the previously mentioned restructured loans being placed on non-accrual status. TDRs are performing, accruing loans that represent relationships for which a modification to the contractual interest rate or repayment structure has been granted to address a financial hardship. A significant portion of TDRs were performing prior to modification. These loans make up 1.3% of the total loan portfolio at June 30, 2013, and represent $6.9 million in ADC loans, $15.5 million in non-farm, non-residential real estate loans, $2.5 million in C&I loans and $2.0 million in one-to-four family residential loans. At June 30, 2013, 37.0% of the Company's TDRs were reviewable TDRs and 63.0% were permanent TDRs. Reviewable TDRs are loans that have been restructured at or will return to a market rate of interest and can include a temporary interest rate modification, partial deferral of interest or principal, or an extension of term. They can return to performing status upon six months of on-time payments following the return to a market rate of interest, but only in the fiscal year following the year of restructure. Permanent TDRs are loans that have been restructured and include a permanent interest rate reduction. They remain in a TDR status until the loan is paid off.

Classified loans were $147.3 million for the quarter ended June 30, 2013, a $42.0 million decrease from $189.3 million at June 30, 2012. Sequentially, classified loans decreased $13.0 million from $160.3 million at March 31, 2013. The quarterly decrease was largely due to the payoff of $12.3 million in classified loans, the upgrade of $3.2 million in classified loans, the transfer of $2.1 million to other real estate owned and $4.0 million in charge-offs, partially offset by new additions to classified loans totaling $10.8 million.

Provision for loan losses was $2.5 million for the quarter ended June 30, 2013, down $636 thousand, or 20.1%, compared to $3.2 million in the same period in 2012. Net charge-offs were $3.4 million for the three months ended June 30, 2013, compared to $2.6 million and $1.9 million for the quarters ended March 31, 2013, and June 30, 2012, respectively. For the six months ended June 30, 2013, provision for loan losses totaled $4.4 million, compared to $9.2 million for the prior-year period, with 2013 year-to-date net charge-offs amounting to $6.0 million, compared to $11.3 million in the first half of 2012. The decrease in the allowance for loan losses as a percentage of total loans from June 30, 2012, to June 30, 2013, is due to charge-offs incurred during 2013 being primarily supported by specific reserves in the allowance for loan losses. As a result, the second quarter analysis of the adequacy of the loan loss reserve indicated that loan loss provisioning of $2.5 million was sufficient to maintain appropriate coverage. The $1.5 million increase in net charge-offs for the three months ended June 30, 2013, compared to the same period in 2012, was primarily due to net charge-offs in the real-estate construction portfolio increasing $1.5 million, from $299 thousand in the second quarter of 2012, to $1.8 million in the second quarter of 2013.

Net Interest Income and Net Interest Margin

Net interest income was $25.8 million for the second quarter of 2013 and declined $1.1 million, or 4.2%, from the same quarter last year. The net interest margin increased 2 basis points from 3.80% in the second quarter of 2012, to 3.82% for the same period in 2013. On a sequential basis, the net interest margin was down 3 basis points from 3.85% in the first quarter of 2013. The year-over-year increase in the second quarter net interest margin was due to an improvement in the mix of interest-earning assets and interest-bearing deposits, with a reduction in interest-bearing deposit rates partially offset by lower average yield on loans. Interest and dividend income decreased $2.6 million on average total interest-earnings assets of $2.75 billion for the three months ended June 30, 2013, compared to interest and dividend income generated by average total interest-earnings assets of $2.89 billion for the same period in 2012. The decline in interest income is mostly attributable to lower yielding average loans being generated in the current low interest rate environment and the repricing of adjustable rate average loans in the portfolio to lower yields. The average rate earned on total interest-earning assets was 4.58% for the second quarter of 2013, as compared to 4.74% for the second quarter 2012, and 4.65% for the first quarter 2013. Interest expense decreased $1.5 million to $5.2 million generated on an average total interest-bearing liability balance of $2.15 billion for the quarter ended June 30, 2013, from $6.7 million generated on an average total interest-bearing liability balance of $2.30 billion for the same period in 2012. The decline in interest expense is mostly attributable to a series of interest rate reductions on interest-bearing deposit products and the continued repricing and run-off of higher cost deposits in the time deposit portfolio. The average rate paid on total interest-bearing liabilities was 0.98% for the second quarter of 2013, as compared to 1.18% for the second quarter 2012, and 1.01% for the first quarter of 2013.

Non-Interest Income

For the three months ended June 30, 2013, the Company recognized $2.2 million in non-interest income, compared to non-interest income of $3.4 million for the three months ended June 30, 2012, and $2.6 million in the sequential quarter. Included in the second quarter 2012 non-interest income was a gain on sale of investment securities of $1.3 million, while the second quarter of 2013 did not include a gain or loss on sale of investment securities. The Company recognized non-interest income of $4.8 million for the six months ended June 30, 2013, compared to non-interest income of $8.4 million for the same period in 2012. For the six months ended June 30, 2012, non-interest income included a gain on sale of investment securities of $3.9 million, while non-interest income for the six months ended June 30, 2013, did not include a gain or loss on sale of investment securities.

Fees and net gains on loans held-for-sale decreased in the second quarter 2013, on a year-over-year basis, by $155 thousand, or 18.7%, and on a sequential quarter basis decreased by $347 thousand, or 34.0%. The decrease can be primarily attributed to lower volume of mortgage loans originated for sale in the secondary market, which was driven by higher interest rates on mortgage products during the second quarter of 2013. For the six months ended June 30, 2013, fees and net gains on loans held-for-sale decreased $134 thousand, or 7.3%, compared to the six months ended June 30, 2012. Income generated by bank-owned life insurance increased $252 thousand and $498 thousand for the three months ended June 30, 2013, and six months ended June 30, 2013, respectively, compared to the same periods in the prior year. The increase can be attributed to $30.0 million in bank-owned life insurance assets purchased during the second half of 2012 that have contributed to earnings during the first two quarters of 2013.

Non-Interest Expense

Non-interest expense decreased $1.5 million, or 9.8%, from $15.5 million in the second quarter of 2012, to $14.0 million in the second quarter of 2013. Sequentially, non-interest expense decreased $3.6 million, or 20.5%, from $17.6 million for the first quarter in 2013. The year-over-year decrease was primarily related to a decrease of $526 thousand in salaries and employee benefits, a decrease of $343 thousand on other real estate owned losses and expenses, a decrease of $318 thousand in FDIC insurance premiums, a $572 thousand decrease in other operating expense, partially offset by $282 thousand in merger-related expenses. The sequential decrease was primarily related to a decrease of $1.5 million in salaries and employee benefits, a decrease of $656 thousand in other real estate owned losses and expenses, $302 thousand less in merger-related expenses and $1.0 million less in other operating expenses.

Investment Securities

Investment securities decreased $84.0 million, or 14.8%, year-over-year to $482.7 million at June 30, 2013, and were down $12.4 million sequentially from March 31, 2013. There was no gain on sale of investment securities during the second quarter 2013. During the second quarter of 2012, the Company sold $67.9 million of investment securities resulting in a $1.3 million realized gain on sale of investment securities. The investment portfolio contains two pooled trust preferred investment securities with a book value of $5.1 million, and a market value of $779 thousand at June 30, 2013, for which the Company performs a quarterly analysis to determine whether any other-than-temporary impairment exists. The analysis includes stress tests on the underlying collateral and cash flow estimates based on the current and projected future levels of deferrals, defaults, and prepayments within each pool. There was no recorded impairment loss for the three or six months ended June 30, 2013 and June 30, 2012.

Loans

Loans, net of allowance for loan losses, decreased $36.2 million, or 1.7% year-over-year. Non-farm, non-residential real estate loans decreased $22.9 million, or 2.0%; multifamily real estate loans decreased $14.7 million, or 17.5%; C&I loans decreased $8.7 million, or 3.4%; ADC loans decreased $3.9 million, or 1.5%; while one-to-four family residential loans increased $6.6 million or 1.6%; and farmland loans increased $2.5 million or 70.2%, from June 30, 2012, to June 30, 2013. Sequentially, loans, net of allowance for loan losses, decreased $57.4 million, or 2.7%. The sequential decrease in loans was attributable to a $25.7 million decrease in ADC loans, a $24.2 million decrease in non-farm, non-residential loans, a $10.4 million decrease in multi-family residential loans and a $7.5 million decrease in C&I loans, which were partially offset by an $11.1 million increase in one-to-four family residential loans. The decrease in most loan categories was primarily a result of a combination of the refinance or sale of a few large commercial and residential real estate projects; the impact of sequestration on the level of borrowing by government contracting sector borrowers; and problem loan.

Deposits

Total deposits at June 30, 2013, were $2.18 billion, a decrease of $72.1 million, or 3.2%, compared to June 30, 2012, with demand deposits increasing $82.1 million, or 21.4%, savings and interest-bearing demand deposits decreasing $51.5 million, or 4.3%, and time deposits decreasing $102.7 million, or 15.1%. As of June 30, 2013, non-interest bearing demand deposits represented 21.4% of total deposits, compared to 17.0% at June 30, 2012. On a linked quarter basis, deposits decreased $7.4 million, or 0.3%, with demand deposits increasing by $45.2 million, or 10.8%, savings and interest-bearing demand accounts decreasing $28.8 million, or 2.5%, and time deposits decreasing by $23.8 million, or 4.0%. The reduction in time deposits has been intentional, resulting from a series of interest rate reductions that continued throughout 2012 and into the first quarter of 2013. As a result of deposit rate decreases and an improving deposit mix, the cost of total interest-bearing deposits and total deposits declined from 0.95% and 0.81% for the quarter ended June 30, 2012 and 0.80% and 0.65% for the quarter ended March 31, 2013, to 0.77% and 0.62% for the quarter ended June 30, 2013, respectively.

Capital Levels and Stockholders' Equity

Stockholders' equity decreased $49.5 million, or 16.3%, from $303.3 million at June 30, 2012, to $253.8 million at June 30, 2013, with a $68.1 million decline from the repayment of TARP preferred stock and a $11.3 million decrease in other comprehensive income, partially offset by net income available to common stockholders of $24.9 million over the twelve-month period and $5.1 million in proceeds and tax benefits related to the exercise of warrants and options. As a result of these changes, the Company's Tier 1 capital ratio decreased from 15.74% at June 30, 2012, to 14.36% at June 30, 2013, and its total qualifying capital ratio decreased from 17.00% to 15.62% over the same period. Sequentially, the Company's Tier 1 and total qualifying capital ratios are up 69 and 70 basis points, respectively, attributable to net income available to common stockholders of $7.5 million in the second quarter of 2013. The Company's tangible common equity ratio increased from 7.79% at June 30, 2012, and 8.80% at March 31, 2013, to 8.95% at June 30, 2013. The 116 basis point increase in tangible common equity ratio from June 30, 2012, to June 30, 2013, is primarily due to $24.9 million in retained net income available to common stockholders for the twelve months ended June 30, 2013. Sequentially, the 15 basis point increase in tangible common equity ratio is primarily related to $7.5 million in retained net income available to common stockholders for the second quarter of 2013 and a decrease of $47.2 million in total tangible assets during the second quarter of 2013, partially offset by a decrease of $8.3 million in other comprehensive income. The decrease in other comprehensive income is directly related to the decline in the fair market value of investment securities in the second quarter of 2013, resulting from the rise in long-term interest rates and suppressed securities prices in the bond market.

ABOUT VIRGINIA COMMERCE BANCORP, INC.

Virginia Commerce Bancorp, Inc. is the parent bank holding company for Virginia Commerce Bank, a Virginia state chartered bank that commenced operations in May 1988. The Bank pursues a traditional community banking strategy, offering a full range of business and consumer banking services through twenty-eight branch offices, one residential mortgage office and one wealth management services office, principally to individuals and small-to-medium size businesses in Northern Virginia and the Metropolitan Washington, D.C. area.

On January 29, 2013, the Company signed a definitive merger agreement to be acquired by United Bankshares, Inc. For more information about this merger, see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on January 31, 2013, the Company's Annual Report on Form 10-K filed with the SEC on March 14, 2013, and the registration statement filed by United Bankshares, Inc. with the SEC on Form S-4 on May 29, 2013 (and all subsequent amendments thereof).

NON-GAAP PRESENTATIONS

The Company prepares its financial statements under accounting principles generally accepted in the United States, or "GAAP". However, this press release also refers to certain non-GAAP financial measures that we believe, when considered together with GAAP financial measures, provide investors with important information regarding our operational performance. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

Adjusted operating earnings is a non-GAAP financial measure that reflects net income available to common stockholders excluding impairment loss on investment securities, realized gains and losses on sale of investment securities, merger-related expenses and certain other non-recurring items. These excluded items are difficult to predict and we believe that adjusted operating earnings provides the Company and investors with a valuable measure of the Company's operational performance and a valuable tool to evaluate the Company's financial results. Calculation of adjusted operating earnings for the three months ended June 30, 2013, June 30, 2012, and March 31, 2013, is as follows:

The adjusted efficiency ratio is a non-GAAP financial measure that is computed by dividing non-interest expense excluding merger-related expenses, by the sum of net interest income on a tax equivalent basis, and non-interest income excluding realized gains and losses on sale of investment securities, merger-related expenses and certain other non-recurring items. We believe that this measure provides investors with important information about our operating efficiency. Comparison of our adjusted efficiency ratio with those of other companies may not be possible because other companies may calculate the adjusted efficiency ratio differently. Calculation of the adjusted efficiency ratio for the three and six months ended June 30, 2013, and 2012, is as follows:

The tangible common equity ratio is a non-GAAP financial measure representing the ratio of tangible common equity to tangible assets. Tangible common equity and tangible assets are non-GAAP financial measures derived from GAAP-based amounts. We calculate tangible common equity for the Company by excluding the balance of intangible assets and outstanding preferred stock issued to the U.S. Treasury from total stockholders' equity. We calculate tangible assets by excluding the balance of intangible assets from total assets. We had no intangible assets for the periods presented. We believe that this is consistent with the treatment by regulatory agencies, which exclude intangible assets from the calculation of regulatory capital ratios. Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our capital position and ratios. However, these non-GAAP financial measures are supplemental and are not substitutes for an analysis based on a GAAP measure. As other companies may use different calculations for non-GAAP measures, our presentation may not be comparable to other similarly titled measures reported by other companies. Calculation of the Company's tangible common equity ratio as of June 30, 2013, June 30, 2012, March 31, 2013 and December 31, 2012 is as follows:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies, including but not limited to potential benefits and impacts of a merger between the Company and United Bankshares, Inc., our outlook on earnings, including our future net interest margin, and statements regarding asset quality, our loan and investment security portfolios, our deposit portfolio and anticipated changes to our deposit costs and balances, projected growth, capital position, capital strategies, our plans regarding and expected future levels of our non-performing assets, business opportunities in our market and other strategic initiatives or transactions, and general economic conditions.When we use words such as "may", "will", "anticipates", "believes", "expects", "plans", "estimates", "potential", "continue", "should", and similar words or phrases, you should consider them as identifying forward-looking statements.These forward-looking statements are not guarantees of future performance.These statements are based upon current and anticipated economic conditions, nationally and in the Company's market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast, and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this release and the forward-looking statements are based, actual future operations and results may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company's past results are not necessarily indicative of future performance. For additional information regarding factors that could affect the Company's operations and results, see the Company's Annual Report on Form 10-K for the year ended December 31, 2012, and other reports filed with and furnished to the Securities and Exchange Commission, and the registration statement filed by United Bankshares, Inc. with the SEC on Form S-4 on May 29, 2013 (and all subsequent amendments thereof).

Additional Information About the Merger and Where to Find It

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.

In connection with the pending merger between United Bankshares, Inc. ("United") and the Company (the "Company"), United has filed with the SEC a registration statement on Form S-4 that includes a preliminary proxy statement of the Company and a preliminary proxy statement and preliminary prospectus of United. The registration statement has not yet become effective. Stockholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the Merger 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. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about the Company and United at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company by accessing the Company's website atwww.vcbonline.comunder the tab "About VCB," then under the heading "Investor Relations." You will also be able to obtain these documents, free of charge, from United's website atwww.ubsi-inc.comunder the tab "Investor Relations."

United, the Company and their respective directors, executive officers, and certain other members of management and employees of United, the Company and their respective subsidiaries may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the Merger. Information about the directors and executive officers of United is set forth in United's proxy statement filed with the SEC on April 3, 2013. Information about the directors and executive officers of the Company is set forth in the Company's proxy statement filed with the SEC on March 22, 2013. Additional information regarding the interests of such participants is included in the joint proxy statement/prospectus, and will be included in the final version of the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.