0001144204-13-040728.txt : 20130724 0001144204-13-040728.hdr.sgml : 20130724 20130723173117 ACCESSION NUMBER: 0001144204-13-040728 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130724 DATE AS OF CHANGE: 20130723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/FL/ CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31940 FILM NUMBER: 13982049 BUSINESS ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 BUSINESS PHONE: 724-981-6000 MAIL ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/PA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 8-K 1 v350631_8k.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported): July 23, 2013

 

 

F.N.B. CORPORATION

 

 (Exact name of registrant as specified in its charter)

 

 

FLORIDA

 

 (State or Other Jurisdiction of Incorporation)

 

 

001-31940 25-1255406
(Commission File Number)  (IRS Employer Identification No.)

 

 

One F.N.B. Boulevard,  Hermitage, PA 16148
(Address of Principal Executive Offices)  (Zip Code)

 

 

(724) 981-6000

 

 (Registrant's telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On July 23, 2013, F.N.B. Corporation (the Corporation) announced financial results for the quarter ended June 30, 2013. A copy of the press release announcing the Corporation’s results for the quarter ended June 30, 2013 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

ITEM 8.01 OTHER ITEMS

 

The information regarding the Corporation’s financial results set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibits:

 

99.1 Press release dated July 23, 2013 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2013.

 

 
 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  F.N.B. CORPORATION
  (Registrant)
   
   
  By:  /s/ Vincent J. Calabrese, Jr.
 

Name:

Title:

Vincent J. Calabrese, Jr.
Chief Financial Officer
(Principal Financial Officer)

Dated: July 23, 2013

 

 

EX-99.1 2 v350631_ex99-1.htm PRESS RELEASE

F.N.B. Corporation Reports Second Quarter 2013 Net Income of $29.2 Million or $0.20 per Share

HERMITAGE, Pa., July 23, 2013 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) today reported second quarter of 2013 net income of $29.2 million, or $0.20 per diluted share, compared to first quarter of 2013 net income of $28.5 million, or $0.20 per diluted share and second quarter of 2012 net income of $29.1 million, or $0.21 per diluted share.

On an operating1 basis, second quarter of 2013 operating net income was $30.1 million, or $0.21 per diluted share, compared to first quarter of 2013 operating net income of $28.8 million, or $0.20 per diluted share. Second quarter of 2012 operating net income was $29.3 million, or $0.21 per diluted share. Operating results are shown adjusted for merger-related costs and other non-operating items as appropriate; refer to the accompanying data tables for details.

Results Summary

2Q13

1Q13

2Q12

Reported Results




Net income ($ in millions)

$29.2

$28.5

$29.1

Net income per diluted share

$0.20

$0.20

$0.21

Operating Results (Non-GAAP)1




Net income ($ in millions)

$30.1

$28.8

$29.3

Net income per diluted share

$0.21

$0.20

$0.21

Vincent J. Delie, President and Chief Executive Officer, commented, "Second quarter results reflect consistent and strong performance across the company. We continued to grow commercial and consumer loans and achieved record-high levels of loan production volume during the quarter. Our ability to attract new clients to FNB contributed to solid growth in low-cost transaction deposits. Additionally, the core net interest margin remained stable and asset quality results reflect our focus on maintaining high-quality credit standards."

Mr. Delie continued, "We also further strengthened FNB's franchise with the recently announced agreement to acquire BCSB Bancorp, Inc. This expansion of our presence in the Maryland market results in a top ten deposit market share in the Baltimore MSA with just under $1.0 billion in pro-forma deposits and twenty-four banking locations. Our acquisition strategy continues to provide FNB with significant organic growth opportunities and we are pleased with the talented team of bankers we have in place to execute our plans for the Maryland market."

Second Quarter 2013 Highlights

  • Loan growth momentum continued. Total average loans grew, on an organic2 basis, $114.6 million, or 5.6% annualized, linked-quarter, and $455.1 million, or 5.8%, on a year-over-year basis. 
  • Linked-quarter average organic loan growth:
    • Average organic commercial loan growth was $64.6 million, or 5.8% annualized, driven by growth in the commercial and industrial (C&I) portfolio.
    • Average organic consumer loan growth was $75.8 million or 11.8% annualized.
    • Average residential mortgage loans declined $30.2 million, or 11.2% annualized, on an organic basis, reflecting accelerated pre-payment speeds and FNB's strategy of not retaining the majority of originated fixed rate residential mortgage loans.
  • Year-over-year average organic loan growth:
    • Average organic commercial loan growth was $315.6 million, or 7.5%, driven by growth in the C&I portfolio.
    • Average organic consumer loan growth was $258.6 million or 10.8%.
    • Average residential mortgage loans declined $120.2 million, or 10.3%, on an organic basis.
  • FNB's deposit mix strengthened with continued growth in transaction deposits and customer repurchase agreements. Average transaction deposits and customer repurchase agreements grew, on an organic basis, $136.6 million, or 7.4% annualized, linked–quarter, and $553.6 million, or 7.9%, on a year-over-year basis. These deposits represent 77% of total deposits and customer repurchase agreements at June 30, 2013, improved from 75% at March 31, 2013 and 73% at June 30, 2012.
  • The net interest margin was 3.63% compared to 3.66% in the prior quarter, with the slight narrowing primarily reflecting lower accretable yield levels. 
  • The efficiency ratio was 58.6%, slightly improved on a linked-quarter basis and a good level given that revenue synergies and cost savings related to the Annapolis Bancorp, Inc. (ANNB) acquisition are in the early stages.
  • Credit quality metrics remained good and reflect overall consistent results. Non-performing loans and other real estate owned (OREO) as a percentage of total originated loans and OREO remained at 1.59%. Net charge-offs were 0.33% annualized of total average originated loans, compared to a very low 0.22% annualized in the prior quarter.
  • Results and profitability metrics include the effect of the completion of the acquisition of ANNB on April 6, 2013. The addition of ANNB added approximately $435 million in total assets, $259 million in loans and $358 million in deposits and customer repurchase agreements.

Second Quarter 2013 Results – Comparison to Prior Quarter
(All comparisons refer to the first quarter of 2013, except as noted)

Net Interest Income/Loans/Deposits
Net interest income on a fully taxable equivalent basis totaled $98.5 million, increasing $3.7 million or 3.9%. The net interest margin of 3.63% narrowed slightly by 3 basis points with 2 basis points of the narrowing due to lower accretable yield in the second quarter and the remainder reflecting the extended low interest rate environment. Accretable yield totaled $0.5 million compared to $1.3 million in the prior quarter. Solid organic loan growth and the addition of ANNB resulted in average earning asset growth of $413.1 million or 3.9%.

Average loans totaled $8.5 billion and increased $373.5 million, or 4.6%, reflecting loans acquired from the ANNB acquisition ($259 million) and organic loan growth. Total organic loan growth was $114.6 million or 5.6% annualized. Organic growth in the commercial portfolio continued, with average balances increasing $64.6 million, or 5.8% annualized, primarily due to $36.3 million, or 8.8% annualized, organic growth in the C&I portfolio. Average consumer loan growth (consisting of direct, consumer lines of credit and indirect loans) was also strong with these balances increasing $75.5 million, or 11.8% annualized, driven by growth in home equity-related loans originated across FNB's branch network.

Total average deposits and customer repurchase agreements totaled $10.3 billion and increased $395.7, or 4.0%, due to deposits acquired from the ANNB acquisition ($358 million) and organic growth. FNB's deposit mix continued to strengthen with organic growth in lower-cost transaction deposit accounts and customer repurchase agreements of $136.6 million, or 7.4% annualized, through new account acquisition and customers maintaining higher average balances. Time deposits continued to decline as expected, due to the lower offered rate environment. As of June 30, 2013, FNB's funding remains predominantly customer-based, with total customer-based funding representing 97% of total deposits and borrowings. Loans as a percentage of total deposits and customer repurchase agreements were 83% compared to 82%.

Non-Interest Income
Non-interest income totaled $36.8 million, increasing $3.1 million, or 9.1%, reflecting increased service charge revenue, and consistent results across several business lines. In addition, the second quarter includes a $1.6 million gain on extinguishment of debt (refer to capital section for additional detail). Service charge revenue increased $2.0 million, or 12.9%, due to seasonally higher volume and the benefit of the ANNB acquisition-related volume. The lower insurance commissions and fees reflect normal seasonality due to contingent fee revenue typically received in the first quarter of a calendar year.

Non-Interest Expense
Non-interest expense totaled $84.2 million, increasing $5.3 million or 6.7%. Merger-related costs of $2.9 million and $0.4 million were included in the second quarter and first quarter of 2013, respectively. Excluding merger-related costs, non-interest expense increased $2.7 million, or 3.5%, primarily as a result of the addition of ANNB operating expenses. The efficiency ratio improved to 58.6% from 59.8%. Operating leverage was positive, with total revenue growth of 4.5% (excluding securities gains and the second quarter of 2013 debt extinguishment gain) exceeding non-interest expense growth of 3.5% (excluding merger-related costs).

Credit Quality
Credit quality reflects consistent performance with continued good results. The provision for loan losses totaled $7.9 million compared to $7.5 million as provision levels continue to support solid loan growth. Net charge-offs totaled $7.3 million, or 0.34% annualized, compared to $4.2 million, or 0.21% annualized, with the increase reflecting very solid first quarter of 2013 results. Net charge-offs for the first six months of 2013 improved 5 basis points to 0.28% annualized from the prior year-to-date period. For the originated portfolio, net charge-offs increased 11 basis points to 0.33% annualized of average originated loans on a linked-quarter basis and improved 10 basis points to 0.28% annualized of average originated loans on a year-to-date basis. Primarily due to loan growth, the ratio of the allowance for loan losses to total originated loans was 1.35%, down from 1.39% at March 31, 2013. The ratio of the allowance for loan losses to total non-performing loans was 121.68% compared to 124.80%.

The ratio of non-performing loans and OREO to total loans and OREO improved 3 basis points to 1.40%. For the originated portfolio, the ratio of non-performing loans and OREO to total loans and OREO remained unchanged from the prior quarter at 1.59% at June 30, 2013. Total delinquency (total past due and non-accrual loans) to total originated loans improved 1 basis point to 1.44% at June 30, 2013.

Second Quarter 2013 Results – Comparison to Prior-Year Quarter
(All comparisons refer to the second quarter of 2012, except as noted)

Net Interest Income/Loans/Deposits
Net interest income on a fully taxable equivalent basis totaled $98.5 million, increasing $2.2 million or 2.3%. The net interest margin of 3.63% compares to 3.80%, with 8 basis points of the narrowing attributed to lower accretable yield in the second quarter of 2013. The remainder of the net interest margin narrowing reflects lower yields on earning assets in response to the extended low interest rate environment, partially mitigated by benefits to the net interest margin from strong growth in average loans and lower cost transaction deposit and customer repurchase agreements and a lower cost of funds. Average earning assets grew $722.0 million, or 7.1%, reflecting strong organic loan growth and the addition of ANNB.

Average loans totaled $8.5 billion and increased $714.1 million, or 9.1%, reflecting loans added in the ANNB acquisition ($259 million) and organic loan growth of $455.1 million or 5.8%. Strong organic growth in the commercial portfolio continued, with average balances increasing $315.6 million or 7.5%. Average organic consumer loan growth (consisting of direct, consumer lines of credit and indirect loans) was also solid with these balances increasing $258.6 million, or 10.8%, driven by growth in home equity-related loans originated across FNB's branch network.

Total average deposits and customer repurchase agreements totaled $10.3 billion and increased $583.2 million, or 6.0%, reflecting balances added in the ANNB acquisition ($358 million) and organic growth. Organic growth in lower cost transaction deposit accounts and customer repurchase agreements was strong, with growth of $553.6 million, or 7.9%, through new account acquisition and customers maintaining higher average balances. Growth in non-interest bearing deposits was also strong, with average organic growth of $260.1 million or 16.6%.

Non-Interest Income
Non-interest income totaled $36.8 million, increasing $4.0 million or 12.1%. The increase reflects higher service charge revenue, as well as improved revenue across several business lines, including wealth management, insurance and mortgage banking, all of which reflect the benefit of revenue-enhancing strategies and initiatives. Wealth management revenue increased $1.2 million or 19.8%, gain on sale of loans increased $0.3 million, or 43.9%, and insurance commissions and fees increased $0.2 million or 5.6%. In addition, the second quarter of 2013 included a $1.6 million gain on the extinguishment of debt.

Non-Interest Expense
Non-interest expense totaled $84.2 million, increasing $5.7 million or 7.3%. The second quarter of 2013 and the second quarter of 2012 included merger-related costs of $2.9 million and $0.3 million, respectively. Excluding merger-related costs, non-interest expense increased $3.1 million, or 3.9%, and primarily reflects the additional operating costs related to the ANNB acquisition.

Credit Quality
Credit quality results reflect good, consistent results, with slight improvement over the prior-year quarter. The provision for loan losses was $7.9 million, compared to $7.0 million, reflecting additional provision for loan losses necessary to support strong organic loan growth and acquired loan activity. Charge-off performance continued to be good, with net charge-offs totaling $7.3 million, or 0.34% annualized, improving slightly from $7.5 million or 0.38% annualized. The ratio of the allowance for loan losses to total originated loans was 1.35%, compared to 1.49% at June 30, 2012. The ratio of the allowance for loan losses to total non-performing loans increased to 121.68% at June 30, 2013 compared to 104.89%.

The ratio of non-performing loans and OREO to total loans and OREO improved 27 basis points to 1.40% at June 30, 2013. For the originated portfolio, the ratio of non-performing loans and OREO to total loans and OREO improved 34 basis points to 1.59% at June 30, 2013. Total delinquency (total past due and non-accrual loans) to total originated loans improved 34 basis points to 1.44% at June 30, 2013.

Second Quarter 2013 Year-to-Date Results – Comparison to Prior Year-to-Date
(All comparisons refer to the second quarter 2012 year-to-date, except as noted)

Net income for the first six months of 2013 was $57.7 million, or $0.40 per diluted share, compared to $50.7 million or $0.36 per diluted share for the first six months of 2012.

Net interest income on a fully taxable equivalent basis totaled $193.3 million, increasing $4.2 million or 2.2%. The net interest margin of 3.64% compares to 3.77%, with the narrowing reflecting lower yields on earning assets in response to the extended low interest rate environment partially offset by the benefits to the net interest margin from strong growth in average loans and lower cost transaction deposit and customer repurchase agreements and a lower cost of funds. Average earning assets grew $613.3 million or 6.1%, reflecting strong organic loan growth and the addition of ANNB.

Average loans totaled $8.3 billion and increased $553.3 million, or 7.1%, reflecting loans added in the ANNB acquisition and organic loan growth of $433.1 million or 5.6%. Total average deposits and customer repurchase agreements totaled $10.1 billion and increased $461.7 million, or 4.8%, reflecting balances added in the ANNB acquisition and organic growth. Organic growth in lower cost transaction deposit accounts and customer repurchase agreements was strong, growing $617.6 million, or 8.9%. Growth in non-interest bearing deposits was strong, with average organic growth of $270.0 million or 17.8%.

Non-interest income totaled $70.4 million, increasing $5.9 million or 9.1%. The increase reflects improved revenue across several business lines, including wealth management, insurance and mortgage banking, all of which reflect the benefit of revenue-enhancing strategies and initiatives. Wealth management revenue increased $2.4 million or 20.9%, insurance commissions and fees increased $0.5 million or 5.9% and gain on sale of loans increased $0.5 million or 34.5%. In addition, the first six months of 2013 include a $1.6 million gain on extinguishment of debt that was primarily offset by lower swap fee-related revenue.

Non-interest expense totaled $163.0 million, decreasing $2.1 million, or 1.3%. Merger-related and severance costs of $3.3 million and $7.9 million were included in the first six months of 2013 and 2012, respectively. Excluding merger and severance costs, non-interest expense increased $2.5 million or 1.6%. The first six months of 2013 included the operating costs related to the ANNB acquisition and higher FDIC insurance expense of $0.9 million, or 21.1%, which were partially offset by the benefit of lower OREO expense of $2.1 million.

Credit quality results for the first six months of 2013 demonstrated stability and slight improvements compared to the year-ago period. The provision for loan losses equaled $15.4 million, increased from $13.6 million, reflecting provision for loan losses required to support the strong loan growth and acquired loan portfolio activity. Charge-off performance continued to be good, with net charge-offs totaling $11.5 million, or 0.28% annualized, improved from $12.6 million or 0.33% annualized.

Capital Position
The Corporation's capital levels at June 30, 2013 continue to exceed federal bank regulatory agency "well capitalized" thresholds. During the quarter, $15.0 million of FNB issued trust preferred securities (TPS) were repurchased at a discount by FNB, and the related debt extinguished. This $15.0 million was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee.

Regulatory capital ratios at June 30, 2013 (estimated) reflect the $15.0 million debt extinguishment of trust preferred securities, with remaining trust preferred securities included in Tier 1 capital totaling $189.0 million at June 30, 2013. At June 30, 2013, the estimated total risk-based capital ratio was 11.9% compared to 12.3% at March 31, 2013, the estimated tier 1 risk-based capital ratio was 10.4% compared to 10.7% at March 31, 2013, and the leverage ratio was 8.3% compared to 8.4%.

At June 30, 2013, the tangible equity to tangible assets ratio (non-GAAP measure) decreased slightly to 6.11% from 6.22%, and the tangible book value per share (non-GAAP measure) decreased slightly to $4.97 from $5.00. The slight decline in tangible equity levels primarily reflects the $14.9 million decrease in accumulated other comprehensive income (AOCI) due to the change in unrealized gains and losses included in AOCI given the current rate environment.

The dividend payout ratio for the second quarter of 2013 was 60%.

Conference Call
F.N.B. Corporation will host its quarterly conference call to discuss second quarter 2013 financial results on Wednesday, July 24, 2013 at 10:00 a.m. Eastern Time. Participating callers may access the call by dialing (888) 503-8169 or (719) 457-2628 for international callers; the confirmation number is 6825335. The Webcast and presentation materials may be accessed through the "Shareholder and Investor Relations" section of the Corporation's Web site at www.fnbcorporation.com.

A replay of the call will be available from 1:00 p.m. Eastern Time the day of the call until midnight Eastern Time on Wednesday, July 31, 2013. The replay is accessible by dialing (877) 870-5176 or (858) 384-5517 for international callers; the confirmation number is 6825335. The call transcript and Webcast will be available on the "Shareholder and Investor Relations" section of F.N.B. Corporation's Web site at www.fnbcorporation.com.

About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Hermitage, Pennsylvania, is a regional diversified financial services company operating in six states and three major metropolitan areas including Pittsburgh, PA, where it holds the number three retail deposit market share, Baltimore, MD and Cleveland, OH. The Company has total assets of $12.6 billion and more than 250 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.'s wealth management services include asset management, private banking and insurance. The Company also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol "FNB" and is included in Standard & Poor's SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

Cautionary Statement Regarding Forward-looking Information
We make statements in this press release and related conference call, and may from time to time make other statements, regarding our outlook for earnings, revenues, expenses, capital levels, liquidity levels, asset levels, asset quality and other matters regarding or affecting F.N.B. Corporation and its future business and operations that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as "believe," "plan," "expect," "anticipate," "see," "look," "intend," "outlook," "project," "forecast," "estimate," "goal," "will," "should" and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.

Forward-looking statements speak only as of the date made. We do not assume any duty and do not undertake to update forward-looking statements. Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties:

  • Our businesses, financial results and balance sheet values are affected by business and economic conditions, including the following:
    • Changes in interest rates and valuations in debt, equity and other financial markets.
    • Disruptions in the liquidity and other functioning of U.S. and global financial markets.
    • Actions by the Federal Reserve, U.S. Treasury and other government agencies, including those that impact money supply and market interest rates.
    • Changes in customers', suppliers' and other counterparties' performance and creditworthiness which adversely affect loan utilization rates, delinquencies, defaults and counterparty ability to meet credit and other obligations.
    • Slowing of the current moderate economic recovery and persistence or worsening levels of unemployment.
    • Changes in customer preferences and behavior, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors. 
  • Legal and regulatory developments could affect our ability to operate our businesses, financial condition, results of operations, competitive position, reputation, or pursuit of attractive acquisition opportunities.  Reputational impacts could affect matters such as business generation and retention, liquidity, funding, and ability to attract and retain management.  These developments could include:
    • Changes resulting from legislative and regulatory reforms, including broad-based restructuring of financial industry regulation; changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other industry aspects; and changes in accounting policies and principles.  We will continue to be impacted by extensive reforms provided for in the Dodd-Frank Wall Street Reform and Consumer Protection Act and otherwise growing out of the recent financial crisis, the precise nature, extent and timing of which, and their impact on us, remains uncertain. 
    • The impact on fee income opportunities resulting from the limit imposed under the Durbin Amendment of the Dodd-Frank Act on the maximum permissible interchange fee that banks may collect from merchants for debit card transactions.
    • Changes to regulations governing bank capital and liquidity standards, including due to the Dodd-Frank Act and Basel III initiatives. 
    • Impact on business and operating results of any costs associated with obtaining rights in intellectual property, the adequacy of our intellectual property protection in general and rapid technological developments and changes. Our ability to anticipate and respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.
  • 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 third-party insurance, derivatives, swaps, and capital management techniques, and to meet evolving regulatory capital standards.
  • Increased competition, whether due to consolidation among financial institutions; realignments or consolidation of branch offices, legal and regulatory developments, industry restructuring or other causes, can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues.
  • As demonstrated by our Annapolis Bancorp, Inc. acquisition and pending acquisitions of PVF Capital Corp. and BCSB Bancorp, Inc., we grow our business in part by acquiring from time to time other financial services companies, financial services assets and related deposits.  These acquisitions often present risks and uncertainties, including, the possibility that the transaction cannot be consummated; regulatory issues; cost, or difficulties, involved in integration and conversion of the acquired businesses after closing; inability to realize expected cost savings, efficiencies and strategic advantages; the extent of credit losses in acquired loan portfolios and extent of deposit attrition; and the potential dilutive effect to our current shareholders.  In addition, with respect to the acquisition of Annapolis Bancorp, Inc. and the pending acquisitions of PVF Capital Corp. and BCSB Bancorp, Inc., F.N.B. Corporation may experience difficulties in expanding into a new market area, including retention of customers and key personnel of Annapolis Bancorp, Inc., PVF Capital Corp., Inc. and BCSB Bancorp, Inc.
  • Competition can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues.  Industry restructuring in the current environment could also impact our business and financial performance through changes in counterparty creditworthiness and performance and the competitive and regulatory landscape.  Our ability to anticipate and 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 disasters, dislocations, terrorist activities or international hostilities through their impacts on the economy and financial markets.

We provide greater detail regarding some of these factors in our 2012 Form 10-K and first quarter of 2013 Form 10-Q, including the Risk Factors section of those reports, and our subsequent SEC filings. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss elsewhere in this news release or in SEC filings, accessible on the SEC's website at www.sec.gov and on our corporate website at www.fnbcorporation.com. We have included these web addresses as inactive textual references only. Information on these websites is not part of this document.

Important Information About the Merger With BCSB Bancorp
In connection with the proposed merger between F.N.B. and BCSB Bancorp, a definitive proxy statement of BCSB Bancorp and prospectus of F.N.B. will be filed with the SEC. SHAREHOLDERS OF BCSB BANCORP, INC. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the definitive proxy statement/prospectus (when it is available), as well as other documents containing information about F.N.B. Corporation and BCSB Bancorp, may be obtained at the SEC's Internet site (http://www.sec.gov). In addition, investors and security holders may obtain free copies of the documents F.N.B. has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317, and free copies of the documents BCSB Bancorp has filed with the SEC by contacting Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000.

F.N.B. and BCSB Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp shareholders in connection with the proposed merger. Information concerning such participants' ownership of BCSB Bancorp common stock will be set forth in the definitive proxy statement/prospectus when it becomes available.


1 

Non-GAAP measures, refer to Non-GAAP Disclosures and detail in the accompanying data tables.

2

Organic growth represents growth excluding balances acquired via the acquisition of Annapolis Bancorp, Inc. on April 6, 2013.

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Variance

Interest income 




$107,841


$105,118


$109,285


2.6


-1.3

Interest expense




11,095


12,022


14,804


-7.7


-25.1

   Net interest income



96,746


93,096


94,481


3.9


2.4

Taxable equivalent adjustment



1,743


1,741


1,831


0.1


-4.8

   Net interest income (FTE) (1)



98,489


94,837


96,312


3.9


2.3

Provision for loan losses



7,903


7,541


7,027


4.8


12.5

   Net interest income after provision (FTE)


90,586


87,296


89,285


3.8


1.5















Service charges




18,660


16,531


17,588


12.9


6.1

Insurance commissions and fees


4,101


4,430


3,882


-7.4


5.6

Securities commissions and fees


2,867


2,923


2,030


-1.9


41.2

Trust income




4,167


4,085


3,842


2.0


8.5

Gain on sale of securities



68


684


260


n/m


n/m

Gain on sale of loans



1,022


1,021


711


0.1


43.9

Other




5,866


3,999


4,465


46.7


31.4

   Total non-interest income



36,751


33,673


32,778


9.1


12.1















Salaries and employee benefits



43,201


43,905


41,070


-1.6


5.2

Occupancy and equipment



12,945


12,190


11,862


6.2


9.1

Amortization of intangibles



2,125


1,986


2,369


7.0


-10.3

Other real estate owned



820


192


1,467


327.6


-44.1

Merger-related




2,946


352


317


n/m


n/m

Other




22,144


20,238


21,397


9.4


3.5

   Total non-interest expense



84,181


78,863


78,482


6.7


7.3















Income before income taxes



43,156


42,106


43,581


2.5


-1.0

Taxable equivalent adjustment



1,743


1,741


1,831


0.1


-4.8

Income taxes




12,220


11,827


12,620


3.3


-3.2

   Net income




$29,193


$28,538


$29,130


2.3


0.2















Earnings per share:












   Basic




$0.20


$0.20


$0.21


0.0


-4.8

   Diluted




$0.20


$0.20


$0.21


0.0


-4.8















Non-GAAP Operating Results











Operating net income:












  Net income




$29,193


$28,538


$29,130





  Gain on extinguishment of debt, net of tax


(1,013)


0


0





  Merger and severance costs, net of tax


1,915


229


206





  Operating net income



$30,095


$28,767


$29,336


4.6


2.6















Operating diluted earnings per share:











  Diluted earnings per share



$0.20


$0.20


$0.21





  Effect of gain on extinguishment of debt, net of tax

(0.01)


0.00


0.00





  Effect of merger and severance costs, net of tax

0.01


0.00


0.00





  Operating diluted earnings per share


$0.21


$0.20


$0.21


5.0


0.0















Common stock data












Average basic shares outstanding


144,380,873


139,650,495


139,093,641


3.4


3.8

Average diluted shares outstanding


145,844,164


141,064,990


140,534,032


3.4


3.8

Ending shares outstanding



145,151,279


140,377,174


139,709,302


3.4


3.9

Book value per share



$10.12


$10.07


$9.82


0.5


3.0

Tangible book value per share (4)


$4.97


$5.00


$4.70


-0.5


5.8

Dividend payout ratio



60.08%


59.31%


58.07%





F.N.B. CORPORATION








(Unaudited)









(Dollars in thousands, except per share data)





















For the Six Months








Ended June 30,


Percent

Statement of earnings



2013


2012


Variance

Interest income 




$212,959


$216,572


-1.7

Interest expense




23,117


31,170


-25.8

   Net interest income



189,842


185,402


2.4

Taxable equivalent adjustment



3,484


3,732


-6.7

   Net interest income (FTE) (1)



193,326


189,134


2.2

Provision for loan losses



15,444


13,599


13.6

   Net interest income after provision (FTE)


177,882


175,535


1.3











Service charges




35,191


34,753


1.3

Insurance commissions and fees


8,531


8,054


5.9

Securities commissions and fees


5,790


4,041


43.3

Trust income




8,252


7,576


8.9

Gain on sale of securities



752


368


n/m

Gain on sale of loans



2,043


1,520


34.5

Other




9,865


8,211


20.1

   Total non-interest income



70,424


64,523


9.1











Salaries and employee benefits



87,106


85,676


1.7

Occupancy and equipment



25,135


23,654


6.3

Amortization of intangibles



4,111


4,650


-11.6

Other real estate owned



1,012


3,103


-67.4

Merger-related




3,298


7,311


-54.9

Other




42,382


40,761


4.0

   Total non-interest expense



163,044


165,155


-1.3











Income before income taxes



85,262


74,903


13.8

Taxable equivalent adjustment



3,484


3,732


-6.7

Income taxes




24,047


20,459


17.5

   Net income




$57,731


$50,712


13.8











Earnings per share:








   Basic




$0.41


$0.36


13.9

   Diluted




$0.40


$0.36


11.1











Non-GAAP Operating Results







Operating net income:








  Net income




$57,731


$50,712



  Gain on extinguishment of debt, net of tax


(1,013)


0



  Merger and severance costs, net of tax


2,144


5,149



  Operating net income



$58,862


$55,861


5.4











Operating diluted earnings per share:







  Diluted earnings per share



$0.40


$0.36



  Effect of gain on extinguishment of debt, net of tax

(0.01)


0.00



  Effect of merger and severance costs, net of tax

0.01


0.04



  Operating diluted earnings per share


$0.40


$0.40


0.0











Common stock data








Average basic shares outstanding


142,028,751


138,996,110


2.2

Average diluted shares outstanding


143,465,670


140,442,324


2.2

Ending shares outstanding



140,377,174


139,709,302


0.5

Book value per share



$10.07


$9.82


2.5

Tangible book value per share (4)


$5.00


$4.70


6.3

Dividend payout ratio



59.70%


66.60%



F.N.B. CORPORATION












(Unaudited)













(Dollars in thousands)























2Q13 -


2Q13 -






2013


2012


1Q13


2Q12






Second


First


Second


Percent


Percent

Balance Sheet (at period end)


Quarter


Quarter


Quarter


Variance


Variance

Assets













Cash and due from banks



$197,879


$146,810


$197,317


34.8


0.3

Interest bearing deposits with banks


32,223


14,786


25,441


117.9


26.7

   Cash and cash equivalents



230,102


161,596


222,758


42.4


3.3

Securities available for sale



1,164,903


1,164,327


1,071,924


0.0


8.7

Securities held to maturity



1,149,481


1,110,556


1,203,240


3.5


-4.5

Residential mortgage loans held for sale


19,614


25,871


17,000


-24.2


15.4

Loans, net of unearned income



8,637,089


8,209,286


7,860,856


5.2


9.9

Allowance for loan losses



(108,280)


(107,702)


(101,647)


0.5


6.5

   Net loans




8,528,809


8,101,584


7,759,209


5.3


9.9

Premises and equipment, net



145,833


134,889


148,806


8.1


-2.0

Goodwill




709,477


675,555


673,094


5.0


5.4

Core deposit and other intangible assets, net


37,503


35,865


42,337


4.6


-11.4

Bank owned life insurance



262,877


252,763


237,871


4.0


10.5

Other assets




324,792


334,984


374,500


-3.0


-13.3

Total Assets




$12,573,391


$11,997,990


$11,750,739


4.8


7.0















Liabilities













Deposits:













   Non-interest bearing demand



$1,974,415


$1,792,603


$1,614,476


10.1


22.3

   Savings and NOW



5,243,746


4,974,539


4,686,599


5.4


11.9

   Certificates and other time deposits


2,428,037


2,443,496


2,685,225


-0.6


-9.6

      Total Deposits



9,646,198


9,210,638


8,986,300


4.7


7.3

Other liabilities




140,958


133,324


162,786


5.7


-13.4

Short-term borrowings



1,030,617


945,001


934,510


9.1


10.3

Long-term debt




92,420


91,738


90,654


0.7


1.9

Junior subordinated debt



194,200


204,032


203,993


-4.8


-4.8

   Total Liabilities




11,104,393


10,584,733


10,378,243


4.9


7.0















Stockholders' Equity












Common stock




1,454


1,406


1,396


3.4


4.1

Additional paid-in capital



1,438,008


1,379,086


1,367,855


4.3


5.1

Retained earnings



98,575


86,923


49,485


13.4


99.2

Accumulated other comprehensive income


(62,077)


(47,198)


(41,361)


31.5


50.1

Treasury stock




(6,962)


(6,960)


(4,879)


0.0


42.7

   Total Stockholders' Equity



1,468,998


1,413,257


1,372,496


3.9


7.0

Total Liabilities and Stockholders' Equity


$12,573,391


$11,997,990


$11,750,739


4.8


7.0















Selected average balances












Total assets




$12,470,029


$12,004,759


$11,734,221


3.9


6.3

Earning assets 




10,886,197


10,473,093


10,164,175


3.9


7.1

Securities




2,296,190


2,254,387


2,255,255


1.9


1.8

Interest bearing deposits with banks


60,198


62,427


93,187


-3.6


-35.4

Loans, net of unearned income



8,529,810


8,156,278


7,815,733


4.6


9.1

Allowance for loan losses



109,156


104,838


103,618


4.1


5.3

Goodwill and intangibles



745,458


712,467


718,507


4.6


3.8

Deposits and customer repurchase agreements (6)

10,333,999


9,938,273


9,750,808


4.0


6.0

Short-term borrowings



224,769


208,541


166,502


7.8


35.0

Long-term debt




93,273


91,134


90,510


2.3


3.1

Trust preferred securities



206,602


204,025


203,986


1.3


1.3

Shareholders' equity 



1,473,945


1,410,827


1,367,333


4.5


7.8

F.N.B. CORPORATION








(Unaudited)









(Dollars in thousands)























For the Six Months








Ended June 30,


Percent

Balance Sheet (at period end)


2013


2012


Variance

Assets









Cash and due from banks



$197,879


$197,317


0.3

Interest bearing deposits with banks


32,223


25,441


26.7

   Cash and cash equivalents



230,102


222,758


3.3

Securities available for sale



1,164,903


1,071,924


8.7

Securities held to maturity



1,149,481


1,203,240


-4.5

Residential mortgage loans held for sale


19,614


17,000


15.4

Loans, net of unearned income



8,637,089


7,860,856


9.9

Allowance for loan losses



(108,280)


(101,647)


6.5

   Net loans




8,528,809


7,759,209


9.9

Premises and equipment, net



145,833


148,806


-2.0

Goodwill




709,477


673,094


5.4

Core deposit and other intangible assets, net


37,503


42,337


-11.4

Bank owned life insurance



262,877


237,871


10.5

Other assets




324,792


374,500


-13.3

Total Assets




$12,573,391


$11,750,739


7.0











Liabilities









Deposits:









   Non-interest bearing demand



$1,974,415


$1,614,476


22.3

   Savings and NOW



5,243,746


4,686,599


11.9

   Certificates and other time deposits


2,428,037


2,685,225


-9.6

      Total Deposits



9,646,198


8,986,300


7.3

Other liabilities




140,958


162,786


-13.4

Short-term borrowings



1,030,617


934,510


10.3

Long-term debt




92,420


90,654


1.9

Junior subordinated debt



194,200


203,993


-4.8

   Total Liabilities




11,104,393


10,378,243


7.0











Stockholders' Equity








Common stock




1,454


1,396


4.1

Additional paid-in capital



1,438,008


1,367,855


5.1

Retained earnings



98,575


49,485


99.2

Accumulated other comprehensive income


(62,077)


(41,361)


50.1

Treasury stock




(6,962)


(4,879)


42.7

   Total Stockholders' Equity



1,468,998


1,372,496


7.0

Total Liabilities and Stockholders' Equity


$12,573,391


$11,750,739


7.0











Selected average balances








Total assets




$12,238,679


$11,648,943


5.1

Earning assets 




10,680,786


10,067,502


6.1

Securities




2,275,404


2,175,029


4.6

Interest bearing deposits with banks


61,306


101,706


-39.7

Loans, net of unearned income



8,344,076


7,790,767


7.1

Allowance for loan losses



107,009


103,068


3.8

Goodwill and intangibles



729,054


718,851


1.4

Deposits and customer repurchase agreements (6)

10,137,229


9,675,512


4.8

Short-term borrowings



216,700


159,739


35.7

Long-term debt




92,210


91,399


0.9

Trust preferred securities



205,321


202,931


1.2

Shareholders' equity 



1,442,561


1,359,951


6.1

F.N.B. CORPORATION












(Unaudited)













(Dollars in thousands)























2Q13 -


2Q13 -






2013


2012


1Q13


2Q12






Second


First


Second


Percent


Percent






Quarter


Quarter


Quarter


Variance


Variance

Performance ratios












Return on average equity



7.94%


8.20%


8.57%





Return on average tangible equity (2) (4)


16.83%


17.32%


19.01%





Return on average assets



0.94%


0.96%


1.00%





Return on average tangible assets (3) (4)


1.05%


1.07%


1.12%





Net interest margin (FTE) (1) 



3.63%


3.66%


3.80%





Yield on earning assets (FTE) (1)


4.03%


4.12%


4.39%





Cost of funds




0.50%


0.56%


0.69%





Efficiency ratio (FTE) (1) (5)



58.63%


59.76%


57.74%





Effective tax rate




29.51%


29.30%


30.23%



















Capital ratios













Equity / assets (period end)



11.68%


11.78%


11.68%





Leverage ratio




8.30%


8.40%


8.07%





Tangible equity / tangible assets (period end) (4)

6.11%


6.22%


5.95%





Tangible equity, excluding AOCI / tangible











   assets (period end) (4) (7)



6.63%


6.64%


6.33%



















Balances at period end












Loans:













Commercial real estate 



$2,866,536


$2,678,523


$2,616,758


7.0


9.5

Commercial and industrial



1,750,870


1,710,798


1,493,378


2.3


17.2

Commercial leases



136,268


131,500


125,293


3.6


8.8

   Commercial loans and leases



4,753,674


4,520,821


4,235,429


5.2


12.2

Direct installment




1,301,891


1,192,426


1,109,676


9.2


17.3

Residential mortgages



1,059,644


1,072,898


1,158,377


-1.2


-8.5

Indirect installment



607,958


574,121


577,903


5.9


5.2

Consumer LOC




868,992


817,412


741,509


6.3


17.2

Other




44,930


31,608


37,962


42.1


18.4

   Total loans




$8,637,089


$8,209,286


$7,860,856


5.2


9.9















Deposits:













Non-interest bearing deposits



$1,974,415


$1,792,603


$1,614,476


10.1


22.3

Savings and NOW



5,243,746


4,974,539


4,686,599


5.4


11.9

Certificates of deposit and other time deposits

2,428,037


2,443,496


2,685,225


-0.6


-9.6

   Total deposits




9,646,198


9,210,638


8,986,300


4.7


7.3

Customer repurchase agreements (6)


714,540


741,124


768,114


-3.6


-7.0

   Total deposits and customer repurchase agreements (6)

$10,360,738


$9,951,762


$9,754,414


4.1


6.2















Average balances












Loans:













Commercial real estate 



$2,868,973


$2,682,103


$2,624,722


7.0


9.3

Commercial and industrial



1,730,834


1,656,556


1,472,261


4.5


17.6

Commercial leases



133,446


130,439


121,130


2.3


10.2

   Commercial loans and leases



4,733,253


4,469,098


4,218,113


5.9


12.2

Direct installment




1,245,030


1,181,715


1,092,523


5.4


14.0

Residential mortgages



1,065,577


1,078,323


1,168,327


-1.2


-8.8

Indirect installment



587,537


576,684


571,763


1.9


2.8

Consumer LOC




855,741


812,263


723,594


5.4


18.3

Other




42,672


38,196


41,413


11.7


3.0

   Total loans




$8,529,810


$8,156,278


$7,815,733


4.6


9.1















Deposits:













Non-interest bearing deposits



$1,901,610


$1,744,465


$1,569,047


9.0


21.2

Savings and NOW



5,215,319


4,893,299


4,685,943


6.6


11.3

Certificates of deposit and other time deposits

2,461,490


2,493,703


2,723,223


-1.3


-9.6

   Total deposits




9,578,419


9,131,467


8,978,213


4.9


6.7

Customer repurchase agreements (6)


755,580


806,806


772,595


-6.3


-2.2

   Total deposits and customer repurchase agreements (6)

$10,333,999


$9,938,273


$9,750,808


4.0


6.0

F.N.B. CORPORATION








(Unaudited)









(Dollars in thousands)























For the Six Months








Ended June 30,


Percent






2013


2012


Variance

Performance ratios








Return on average equity



8.07%


7.50%



Return on average tangible equity (2) (4)


17.07%


16.86%



Return on average assets



0.95%


0.88%



Return on average tangible assets (3) (4)


1.06%


0.99%



Net interest margin (FTE) (1) 



3.64%


3.77%



Yield on earning assets (FTE) (1)


4.08%


4.39%



Cost of funds




0.53%


0.73%



Efficiency ratio (FTE) (1) (5)



59.19%


59.06%



Effective tax rate




29.41%


28.75%













Capital ratios









Equity / assets (period end)



11.68%


11.68%



Leverage ratio




8.30%


8.07%



Tangible equity / tangible assets (period end) (4)

6.11%


5.95%



Tangible equity, excluding AOCI / tangible







   assets (period end) (4) (7)



6.63%


6.33%













Balances at period end








Loans:









Commercial real estate 



$2,866,536


$2,616,758


9.5

Commercial and industrial



1,750,870


1,493,378


17.2

Commercial leases



136,268


125,293


8.8

   Commercial loans and leases



4,753,674


4,235,429


12.2

Direct installment




1,301,891


1,109,676


17.3

Residential mortgages



1,059,644


1,158,377


-8.5

Indirect installment



607,958


577,903


5.2

Consumer LOC




868,992


741,509


17.2

Other




44,930


37,962


18.4

   Total loans




$8,637,089


$7,860,856


9.9











Deposits:









Non-interest bearing deposits



$1,974,415


$1,614,476


22.3

Savings and NOW



5,243,746


4,686,599


11.9

Certificates of deposit and other time deposits

2,428,037


2,685,225


-9.6

   Total deposits




9,646,198


8,986,300


7.3

Customer repurchase agreements (6)


714,540


768,114


-7.0

   Total deposits and customer repurchase agreements (6)

$10,360,738


$9,754,414


6.2











Average balances








Loans:









Commercial real estate 



$2,781,961


$2,643,052


5.3

Commercial and industrial



1,687,994


1,436,071


17.5

Commercial leases



131,951


117,182


12.6

   Commercial loans and leases



4,601,906


4,196,306


9.7

Direct installment




1,213,547


1,092,227


11.1

Residential mortgages



1,071,915


1,189,493


-9.9

Indirect installment



582,140


562,050


3.6

Consumer LOC




834,122


709,395


17.6

Other




40,446


41,295


-2.1

   Total loans




$8,344,076


$7,790,767


7.1











Deposits:









Non-interest bearing deposits



$1,823,471


$1,519,847


20.0

Savings and NOW



5,055,199


4,638,767


9.0

Certificates of deposit and other time deposits

2,477,507


2,768,560


-10.5

   Total deposits




9,356,177


8,927,174


4.8

Customer repurchase agreements (6)


781,052


748,338


4.4

   Total deposits and customer repurchase agreements (6)

$10,137,229


$9,675,512


4.8

F.N.B. CORPORATION












(Unaudited)













(Dollars in thousands)























2Q13 -


2Q13 -






2013


2012


1Q13


2Q12






Second


First


Second


Percent


Percent

Asset Quality Data



Quarter


Quarter


Quarter


Variance


Variance

Non-Performing Assets












Non-performing loans (8)












   Non-accrual loans



$67,034


$65,578


$84,322


2.2


-20.5

   Restructured loans



17,488


16,555


11,842


5.6


47.7

      Non-performing loans



84,522


82,133


96,164


2.9


-12.1

Other real estate owned (9)



37,370


35,869


35,647


4.2


4.8

   Non-performing loans and OREO


121,892


118,002


131,811


3.3


-7.5

Non-performing investments 



610


413


2,811


47.7


-78.3

   Total non-performing assets



$122,502


$118,415


$134,622


3.5


-9.0















Non-performing loans / total loans


0.98%


1.00%


1.22%





Non-performing loans / total originated loans (10)

1.11%


1.11%


1.42%





Non-performing loans + OREO / total loans + OREO

1.40%


1.43%


1.67%





Non-performing loans + OREO / total originated 










   loans + OREO (10)



1.59%


1.59%


1.93%





Non-performing assets / total assets


0.97%


0.99%


1.15%



















Allowance Rollforward












Allowance for loan losses (originated portfolio) (10)










   Balance at beginning of period


$102,504


$100,194


$102,093


2.3


0.4

   Provision for loan losses



6,649


6,358


6,243


4.6


6.5

   Net loan charge-offs



(6,304)


(4,048)


(7,473)


55.7


-15.6

   Allowance for loan losses (originated portfolio) (10)

102,849


102,504


100,863


0.3


2.0















Allowance for loan losses (acquired portfolio) (11)










   Balance at beginning of period


5,198


4,180


0





   Provision for loan losses 



1,254


1,183


784





   Net loan charge-offs



(1,021)


(165)


0





   Allowance for loan losses (acquired portfolio) (11)

5,431


5,198


784



















      Total allowance for loan losses


$108,280


$107,702


$101,647


0.5


6.5















Allowance for loan losses / total loans


1.25%


1.31%


1.29%





Allowance for loan losses (originated loans) / total










   originated loans (10)



1.35%


1.39%


1.49%





Allowance for loan losses (originated loans) / total










   non-performing loans  (8)



121.68%


124.80%


104.89%



















Net loan charge-offs (annualized) / total average loans

0.34%


0.21%


0.38%





Net loan charge-offs on originated loans (annualized) / 










   total average originated loans (10)


0.33%


0.22%


0.45%



















Delinquency - Originated Portfolio (10)











Loans 30-89 days past due



$37,478


$34,909


$30,697


7.4


22.1

Loans 90+ days past due



5,377


5,974


5,973


-10.0


-10.0

Non-accrual loans




67,034


65,578


84,322


2.2


-20.5

   Total past due and non-accrual loans


$109,889


$106,461


$120,992


3.2


-9.2















Total past due and non-accrual loans / total originated loans

1.44%


1.45%


1.78%



















Memo item:













Delinquency - Acquired Portfolio (11) (12)











Loans 30-89 days past due



$25,218


$13,872


$21,287


81.8


18.5

Loans 90+ days past due



45,653


41,234


36,045


10.7


26.7

Non-accrual loans




0


0


0


0.0


0.0

   Total past due and non-accrual loans


$70,871


$55,106


$57,332


28.6


23.6

F.N.B. CORPORATION








(Unaudited)









(Dollars in thousands)























For the Six Months








Ended June 30,


Percent

Asset Quality Data



2013


2012


Variance

Non-Performing Assets








Non-performing loans (8)








   Non-accrual loans



$67,034


$84,322


-20.5

   Restructured loans



17,488


11,842


47.7

      Non-performing loans



84,522


96,164


-12.1

Other real estate owned (9)



37,370


35,647


4.8

   Non-performing loans and OREO


121,892


131,811


-7.5

Non-performing investments 



610


2,811


-78.3

   Total non-performing assets



$122,502


$134,622


-9.0











Non-performing loans / total loans


0.98%


1.22%



Non-performing loans / total originated loans (10)

1.11%


1.42%



Non-performing loans + OREO / total loans + OREO

1.40%


1.67%



Non-performing loans + OREO / total originated 






   loans + OREO (10)



1.59%


1.93%



Non-performing assets / total assets


0.97%


1.15%













Allowance Rollforward








Allowance for loan losses (originated portfolio) (10)






   Balance at beginning of period


$100,194


$100,662


-0.5

   Provision for loan losses



13,007


12,815


1.5

   Net loan charge-offs



(10,352)


(12,614)


-17.9

   Allowance for loan losses (originated portfolio) (10)

102,849


100,863


2.0











Allowance for loan losses (acquired portfolio) (11)






   Balance at beginning of period


4,180


0



   Provision for loan losses 



2,437


784



   Net loan charge-offs



(1,186)


0



   Allowance for loan losses (acquired portfolio) (11)

5,431


784













      Total allowance for loan losses


$108,280


$101,647


6.5











Allowance for loan losses / total loans


1.25%


1.29%



Allowance for loan losses (originated loans) / total






   originated loans (10)



1.35%


1.49%



Allowance for loan losses (originated loans) / total






   non-performing loans  (8)



121.68%


104.89%













Net loan charge-offs (annualized) / total average loans

0.28%


0.33%



Net loan charge-offs on originated loans (annualized) / 






   total average originated loans (10)


0.28%


0.38%













Delinquency - Originated Portfolio (10)







Loans 30-89 days past due



$37,478


$30,697


22.1

Loans 90+ days past due



5,377


5,973


-10.0

Non-accrual loans




67,034


84,322


-20.5

   Total past due and non-accrual loans


$109,889


$120,992


-9.2











Total past due and non-accrual loans / total originated loans

1.44%


1.78%













Memo item:









Delinquency - Acquired Portfolio (11) (12)







Loans 30-89 days past due



$25,218


$21,287


18.5

Loans 90+ days past due



45,653


36,045


26.7

Non-accrual loans




0


0


0.0

   Total past due and non-accrual loans


$70,871


$57,332


23.6

F.N.B. CORPORATION














(Unaudited)















(Dollars in thousands, except per share data)

































2013






Second Quarter


First Quarter








Interest


Average




Interest


Average






Average


Earned


Yield


Average


Earned


Yield






Outstanding


or Paid


or Rate


Outstanding


or Paid


or Rate

Assets















Interest bearing deposits with banks


$39,302


$18


0.19%


$30,071


$14


0.19%

Taxable investment securities  (13)


2,133,972


10,685


1.95%


2,084,966


10,597


1.98%

Non-taxable investment securities  (14)


162,218


2,223


5.48%


169,421


2,337


5.52%

Residential mortgage loans held for sale


20,895


203


3.88%


32,357


280


3.46%

Loans  (14) (15)




8,529,810


96,455


4.53%


8,156,278


93,631


4.64%

   Total Interest Earning Assets  (14)


10,886,197


109,584


4.03%


10,473,093


106,859


4.12%

Cash and due from banks



175,936






172,969





Allowance for loan losses



(109,156)






(104,838)





Premises and equipment



146,036






138,694





Other assets




1,371,016






1,324,841





Total Assets




$12,470,029






$12,004,759





















Liabilities















Deposits:















   Interest-bearing demand



$3,829,847


1,433


0.15%


$3,649,049


1,502


0.17%

   Savings




1,385,472


162


0.05%


1,244,250


168


0.05%

   Certificates and other time



2,461,490


5,748


0.94%


2,493,703


6,595


1.07%

Customer repurchase agreements


755,580


437


0.23%


806,806


485


0.24%

Other short-term borrowings



224,769


638


1.12%


208,541


622


1.19%

Long-term debt 




93,273


775


3.33%


91,134


774


3.44%

Junior subordinated debt



206,603


1,902


3.69%


204,025


1,876


3.73%

      Total Interest Bearing Liabilities  (14)


8,957,034


11,095


0.50%


8,697,508


12,022


0.56%

Non-interest bearing demand deposits


1,901,610






1,744,465





Other liabilities




137,440






151,959





Total Liabilities




10,996,084






10,593,932





Stockholders' equity



1,473,945






1,410,827





Total Liabilities and Stockholders' Equity


$12,470,029






$12,004,759





















Net Interest Earning Assets



$1,929,163






$1,775,585





















Net Interest Income (FTE)





98,489






94,837



Tax Equivalent Adjustment





(1,743)






(1,741)



Net Interest Income





$96,746






$93,096



















Net Interest Spread







3.54%






3.56%

Net Interest Margin  (14)







3.63%






3.66%

















F.N.B. CORPORATION








(Unaudited)









(Dollars in thousands, except per share data)





















2012






Second Quarter








Interest


Average






Average


Earned


Yield






Outstanding


or Paid


or Rate

Assets









Interest bearing deposits with banks


$77,073


$39


0.20%

Taxable investment securities  (13)


2,072,052


12,515


2.36%

Non-taxable investment securities  (14)


183,203


2,579


5.63%

Residential mortgage loans held for sale


16,114


189


4.69%

Loans  (14) (15)




7,815,733


95,794


4.92%

   Total Interest Earning Assets  (14)


10,164,175


111,116


4.39%

Cash and due from banks



178,331





Allowance for loan losses



(103,618)





Premises and equipment



148,335





Other assets




1,346,998





Total Assets




$11,734,221















Liabilities









Deposits:









   Interest-bearing demand



$3,483,658


1,838


0.23%

   Savings




1,202,285


243


0.08%

   Certificates and other time



2,723,223


8,532


1.26%

Customer repurchase agreements


772,595


645


0.33%

Other short-term borrowings



166,502


690


1.64%

Long-term debt 




90,510


889


3.95%

Junior subordinated debt



203,986


1,967


3.88%

      Total Interest Bearing Liabilities  (14)


8,642,759


14,804


0.69%

Non-interest bearing demand deposits


1,569,047





Other liabilities




155,082





Total Liabilities




10,366,888





Stockholders' equity



1,367,333





Total Liabilities and Stockholders' Equity


$11,734,221















Net Interest Earning Assets



$1,521,416















Net Interest Income (FTE)





96,312



Tax Equivalent Adjustment





(1,831)



Net Interest Income





$94,481













Net Interest Spread







3.70%

Net Interest Margin  (14)







3.80%

F.N.B. CORPORATION














(Unaudited)















(Dollars in thousands, except per share data)

































For the Six Months Ended June 30, 






2013


2012








Interest


Average




Interest


Average






Average


Earned


Yield


Average


Earned


Yield






Outstanding


or Paid


or Rate


Outstanding


or Paid


or Rate

Assets















Interest bearing deposits with banks


$34,712


$32


0.19%


$87,669


$95


0.22%

Taxable investment securities  (13)


2,109,605


21,281


1.97%


1,990,339


24,873


2.45%

Non-taxable investment securities  (14)


165,799


4,560


5.50%


184,690


5,218


5.65%

Residential mortgage loans held for sale


26,594


483


3.63%


14,037


316


4.51%

Loans  (14) (15)




8,344,076


190,087


4.58%


7,790,767


189,802


4.89%

   Total Interest Earning Assets  (14)


10,680,786


216,443


4.08%


10,067,502


220,304


4.39%

Cash and due from banks



174,461






183,244





Allowance for loan losses



(107,009)






(103,068)





Premises and equipment



142,385






148,019





Other assets




1,348,056






1,353,246





Total Assets




$12,238,679






$11,648,943





















Liabilities















Deposits:















   Interest-bearing demand 



$3,739,948


2,935


0.16%


$3,460,439


4,038


0.23%

   Savings




1,315,251


330


0.05%


1,178,328


619


0.11%

   Certificates and other time



2,477,507


12,343


1.00%


2,768,560


17,914


1.30%

Customer repurchase agreements


781,052


921


0.23%


748,338


1,328


0.35%

Other short-term borrowings



216,699


1,261


1.16%


159,740


1,451


1.80%

Long-term debt 




92,210


1,549


3.39%


91,399


1,842


4.05%

Junior subordinated debt



205,321


3,778


3.71%


202,931


3,978


3.94%

      Total Interest Bearing Liabilities  (14)


8,827,988


23,117


0.53%


8,609,735


31,170


0.73%

Non-interest bearing demand deposits


1,823,471






1,519,847





Other liabilities




144,659






159,410





Total Liabilities




10,796,118






10,288,992





Stockholders' equity



1,442,561






1,359,951





Total Liabilities and Stockholders' Equity


$12,238,679






$11,648,943





















Net Interest Earning Assets



$1,852,798






$1,457,767





















Net Interest Income (FTE)





193,326






189,134



Tax Equivalent Adjustment





(3,484)






(3,732)



Net Interest Income





$189,842






$185,402



















Net Interest Spread







3.55%






3.67%

Net Interest Margin  (14)







3.64%






3.77%

















F.N.B. CORPORATION












(Unaudited)













(Dollars in thousands, except per share data)























NON-GAAP FINANCIAL MEASURES










We believe the following non-GAAP financial measures used by F.N.B. Corporation provide information useful to investors in understanding 

F.N.B. Corporation's operating performance and trends, and facilitate comparisons with the performance of F.N.B. Corporation's peers.  The 

non-GAAP financial measures used by F.N.B. Corporation may differ from the non-GAAP financial measures other financial institutions use 

to measure their results of operations.  Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, F.N.B.

Corporation's reported results prepared in accordance with U.S. GAAP.  The following tables summarize the non-GAAP financial measures 

included in this press release and derived from amounts reported in F.N.B. Corporation's financial statements.






































2013


2012










Second


First


Second










Quarter


Quarter


Quarter





Return on average tangible equity (2):











Net income (annualized)



$117,094


$115,739


$117,162





Amortization of intangibles, net of tax (annualized)

5,541


5,237


6,194










122,635


120,976


123,356



















Average total shareholders' equity


1,473,945


1,410,827


1,367,333





Less:  Average intangibles



(745,458)


(712,467)


(718,507)










728,487


698,360


648,826



















Return on average tangible equity (2)


16.83%


17.32%


19.01%

































Return on average tangible assets (3):











Net income (annualized)



$117,094


$115,739


$117,162





Amortization of intangibles, net of tax (annualized)

5,541


5,237


6,194










122,635


120,976


123,356



















Average total assets



12,470,029


12,004,759


11,734,221





Less:  Average intangibles



(745,458)


(712,467)


(718,507)










11,724,571


11,292,292


11,015,714



















Return on average tangible assets (3)


1.05%


1.07%


1.12%

































Tangible book value per share:











Total shareholders' equity



$1,468,998


$1,413,257


$1,372,496





Less:  intangibles




(746,981)


(711,420)


(715,431)










722,017


701,837


657,065



















Ending shares outstanding



145,151,279


140,377,174


139,709,302



















Tangible book value per share



$4.97


$5.00


$4.70



















F.N.B. CORPORATION






(Unaudited)







(Dollars in thousands, except per share data)

























For the Six Months






Ended June 30,






2013


2012

Return on average tangible equity (2):





Net income (annualized)



$116,418


$101,982

Amortization of intangibles, net of tax (annualized)

5,388


6,078






121,806


108,060









Average total shareholders' equity


1,442,561


1,359,951

Less:  Average intangibles



(729,054)


(718,851)






713,507


641,100









Return on average tangible equity (2)


17.07%


16.86%

















Return on average tangible assets (3):





Net income (annualized)



$116,418


$101,982

Amortization of intangibles, net of tax (annualized)

5,388


6,078






121,806


108,060









Average total assets



12,238,679


11,648,943

Less:  Average intangibles



(729,054)


(718,851)






11,509,624


10,930,092









Return on average tangible assets (3)


1.06%


0.99%

















Tangible book value per share:





Total shareholders' equity



$1,468,998


$1,372,496

Less:  intangibles




(746,981)


(715,431)






722,017


657,065









Ending shares outstanding



140,377,174


139,709,302









Tangible book value per share



$5.14


$4.70









F.N.B. CORPORATION








(Unaudited)









(Dollars in thousands)























2013


2012






Second


First


Second






Quarter


Quarter


Quarter

Tangible equity / tangible assets (period end):






Total shareholders' equity



$1,468,998


$1,413,257


$1,372,496

Less:  intangibles




(746,981)


(711,420)


(715,431)






722,017


701,837


657,065











Total assets




12,573,391


11,997,990


11,750,739

Less:  intangibles




(746,981)


(711,420)


(715,431)






11,826,410


11,286,570


11,035,308











Tangible equity / tangible assets (period end)


6.11%


6.22%


5.95%





















Tangible equity, excluding AOCI / tangible







   assets (period end) (7):








Total shareholders' equity



$1,468,998


$1,413,257


$1,372,496

Less:  intangibles




(746,981)


(711,420)


(715,431)

Less:  AOCI




62,077


47,198


41,361






784,094


749,035


698,426











Total assets




12,573,391


11,997,990


11,750,739

Less:  intangibles




(746,981)


(711,420)


(715,431)






11,826,410


11,286,570


11,035,308

Tangible equity, excluding AOCI / tangible







   assets (period end) (7)



6.63%


6.64%


6.33%











(1)

Net interest income is also presented on a fully taxable equivalent (FTE) basis, as the Corporation believes this non-GAAP measure is the preferred industry measurement for this item.

(2)

Return on average tangible equity is calculated by dividing net income excluding amortization of intangibles by average equity less average intangibles.

(3)

Return on average tangible assets is calculated by dividing net income excluding amortization of intangibles by average assets less average intangibles.

(4)

See non-GAAP financial measures for additional information relating to the calculation of this item.

(5)

The efficiency ratio is calculated by dividing non-interest expense less amortization of intangibles, other real estate owned expense, FHLB prepayment  penalties, litigation settlement accrual, branch consolidation costs and merger costs by the sum of net interest income on a fully taxable equivalent basis plus non-interest income less gain on sale of an acquired building, gain on extinguishment of debt, securities gains and net impairment losses on securities plus losses on asset disposals related to the branch consolidation project.

(6)

Customer repos are included in short-term borrowings on the balance sheet.

(7)

Accumulated other comprehensive income (AOCI) is comprised of unrealized losses on securities, non-credit impairment losses on other-than-temporarily impaired securities, unrealized losses on derivative instruments and unrecognized pension and postretirement obligations.

(8)

Does not include loans acquired at fair value ("acquired portfolio").

(9)

Includes all other real estate owned, including those balances acquired through business combinations that have been in acquired loans prior to foreclosure.

(10)

"Originated Portfolio" or "Originated Loans" equals loans and leases not included by definition in the Acquired Portfolio.

(11)

"Acquired Portfolio" or "Acquired Loans" equals loans acquired at fair value, accounted for in accordance with ASC 805 which was effective January 1, 2009. The risk of credit loss on these loans has been considered by virtue of the Corporation's estimate of acquisition-date fair value and these loans are considered accruing as the Corporation primarily recognizes interest income through accretion of the difference between the carrying value of these loans and their expected cash flows.  Because acquired loans are initially recorded at an amount estimated to be collectible, losses on such loans, when incurred, are first applied against the non-accretable difference established in purchase accounting and then to any allowance for loan losses recognized subsequent to acquisition.

(12)

Represents contractual balances.

(13)

The average balances and yields earned on taxable investment securities are based on historical cost.

(14)

The interest income amounts are reflected on a FTE basis, which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented.  The yields on earning assets and the net interest margin are presented on an FTE and annualized basis.  The rates paid on interest-bearing liabilities are also presented on an annualized basis.

(15)

Average balances for loans include non-accrual loans.  Loans consist of average total loans less average unearned income.  The amount of loan fees included in interest income is immaterial.



CONTACT: Analyst/Institutional Investor Contact, Cynthia Christopher, 724-983-3429, christoc@fnb-corp.com, or Media Contact, Jennifer Reel, 724-983-4856, 724-699-6389 (cell), reel@fnb-corp.com