8-K

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, 2012

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

FLORIDA	001-31940	25-1255406
(State or Other Jurisdiction of Incorporation)	(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):

¨ 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, 2012, F.N.B. Corporation (the Corporation) announced financial results for the quarter ended June 30, 2012. A copy of the press release announcing the Corporation’s results for the quarter ended June 30, 2012 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE

On July 24, 2012, the Corporation will host a conference call to discuss the Corporation’s financial results. A copy of reference materials to be used during this call is furnished with this Form 8-K as Exhibit 99.2. This Form 8-K and Exhibit 99.2 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or deemed incorporated by reference in any filing under the Securities Act of 1933, unless specifically identified as being incorporated therein by reference.

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, 2012 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2012.
99.2	Second quarter earnings release conference call reference materials.

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

Dated: July 24, 2012

EX-99.1

Exhibit 99.1

                                                             Press Release

F.N.B. Corporation Reports Second Quarter 2012 Results

Hermitage, PA – July 23, 2012 – F.N.B. Corporation (NYSE: FNB) today reported second quarter 2012 financial results. Net income for the second quarter of 2012 was $29.1 million, or $0.21 per diluted share, compared with second quarter of 2011 net income of $22.4 million, or $0.18 per diluted share. Net income for the first quarter of 2012 was $21.6 million, or $0.15 per diluted share, including merger and severance costs of $4.8 million (after-tax), or $0.04 per diluted share.

“Our team delivered strong results with positive trends across all key business drivers,” said Vincent J. Delie, Jr., President and Chief Executive Officer. “We are very pleased with the execution of our business strategies through the first half of 2012 and we continue to focus on opportunities to improve operating efficiency and enhance revenue growth.”

Second Quarter 2012 Highlights

• Second quarter net income was $0.21 per diluted share.

• The net interest margin was 3.80%.

• Loan growth was 7.2% annualized for the Pennsylvania commercial portfolio, representing the thirteenth consecutive linked quarter of growth for this portfolio.

• Growth in transaction deposits and customer repurchase agreements was 14.3% annualized.

• The efficiency ratio improved to 58%.

• Net charge-offs totaled $7.5 million or 0.38% annualized of average loans.

• Non-performing loans and OREO as a percentage of total loans and OREO was 1.67%.

F.N.B. Corporation’s performance ratios for the second quarter of 2012 were as follows: return on average tangible equity (non-GAAP measure) was 19.01%; return on average equity was 8.57%; return on average tangible assets (non-GAAP measure) was 1.12% and return on average assets was 1.00%. Reconciliations of non-GAAP measures used in this press release to their most directly comparable GAAP measures are included in the tables that accompany this press release.

Second Quarter 2012 Results

(All comparisons refer to the first quarter of 2012, except as noted)

Net Interest Income

Net interest income on a fully taxable equivalent basis totaled $96.3 million in the second quarter of 2012, increasing $3.5 million or 3.8% from $92.8 million in the prior quarter. The second quarter net interest margin of 3.80% expanded six basis points from 3.74%. During the second quarter, we recognized $2.5 million in net accretable yield as a result of improved cash flows on our acquired portfolios compared to original estimates for both Comm Bancorp and Parkvale Financial Corporation (Parkvale). The increases in net interest income and the margin

reflect this benefit and growth in average earning assets of $193.3 million, or 7.8% annualized. Average loans totaled $7.8 billion and grew $54.1 million or 2.8% annualized. Average loans for the Florida portfolio declined $28.7 million, or 20%, primarily a result of principal payoffs as we continue to execute our exit strategy for this portfolio. Average loan growth, excluding the Florida portfolio reduction, was $82.8 million or 4.4% annualized, and continues to be largely driven by market share gains in the Pennsylvania commercial portfolio with these average balances growing $72.3 million, or 7.2% annualized. The second quarter of 2012 represents the thirteenth consecutive linked-quarter of organic growth for this portfolio demonstrating our consistent ability to build market share through new client acquisition. Consumer loan results were also strong, growing $48.4 million, or 8.3% annualized, reflecting seasonally higher demand and marketing initiatives targeting home-equity related products, as well as increased volume for indirect auto loans.

“Loan and deposit growth were strong,” remarked Mr. Delie. “Our ability to achieve consistent, quality loan growth over the past three years and gain transaction deposits and customer repurchase agreements reflect the experience of our bankers and the effectiveness of our holistic, proprietary sales management process. Our efforts to balance growth while maintaining a low risk profile is demonstrated in the stability of the net interest margin and stable credit quality results.”

Total average deposits and customer repurchase agreements totaled $9.8 billion and grew $150.6 million, or 6.3% annualized. Growth in lower cost transaction deposit accounts and customer repurchase agreements remained strong, increasing $241.3 million, or 14.3% annualized, through a combination of customers maintaining higher average balances, transfers from time deposits and new account acquisition. Growth in transaction accounts and customer repurchase agreements was partially offset by a continued expected decline in time deposits due to the lower offered rate environment. As of June 30, 2012, FNB’s total customer-based funding remained constant at 98% of total deposits and borrowings. Loans as a percentage of total deposits and customer repurchase agreements were 81%, compared to 80% at March 31, 2012.

Non-Interest Income

Non-interest income totaled $32.8 million in the second quarter of 2012, increasing $1.0 million or 3.3%, as we continue to benefit from diverse fee income sources. Increases were reflected in higher service charges on deposits primarily as a result of seasonally higher volume. Securities commissions and fees and trust income were consistent with the prior quarter’s results, while the lower insurance commission revenue reflects the seasonal decrease given contingent revenue that is normally received in the first quarter. The increase in other non-interest income reflects higher swap-related revenue generated through our commercial lending activities.

Non-Interest Expense

Non-interest expense totaled $78.5 million in the second quarter of 2012, declining $8.2 million, or 9.5%, largely reflecting $7.3 million lower merger and severance costs and lower personnel costs due to the benefit of realizing cost savings related to the Parkvale acquisition. The efficiency ratio for the second quarter improved to 57.7%, compared to 60.4%.

Credit Quality

Credit quality results for the second quarter of 2012 reflect solid performance, with delinquency and non-performing loans and OREO metrics demonstrating significant improvement, primarily

as a result of reductions in the Florida portfolio and continued solid performance for the Pennsylvania and Regency portfolios. The provision for loan losses equaled $7.0 million for the second quarter of 2012, a slight increase from $6.6 million in the prior quarter. Charge-off performance continued to be good with net charge-offs for the second quarter totaling $7.5 million or 0.38% annualized. Year-to-date net charge-offs of 0.33% annualized compare favorably to the prior year-to-date period of 0.42% annualized. When measured against the originated portfolio, year-to-date originated net charge-offs improved 7 basis points to 0.38% of average originated loans compared to the prior year-to-date period. The ratio of non-performing loans and OREO to total loans and OREO improved 20 basis points over the prior quarter to 1.67% at June 30, 2012. For the originated portfolio, the ratio of non-performing loans and OREO to total loans and OREO improved 29 basis points to 1.93% at June 30, 2012. Total delinquency (total past due and non-accrual loans) to total originated loans improved 25 basis points to 1.78%. The ratio of the allowance for loan losses to total originated loans was 1.49%, compared to 1.55% at March 31, 2012.

The Pennsylvania loan portfolio totaled $7.6 billion at June 30, 2012, representing 97% of the total loan portfolio. Overall credit quality performance for this portfolio reflects consistent, solid performance. Net charge-offs for the second quarter totaled $5.2 million or 0.28% annualized of average loans, increased from seasonally low first quarter results. Year-to-date net charge-offs improved 6 basis points to 0.24% annualized of average loans compared to the prior year-to-date period.

The Florida loan portfolio totaled $84.6 million, decreasing $50.9 million, or 37.6%, as a result of principal payoffs on performing and non-performing loans. Total Florida exposure (loans and OREO) totaled $103.7 million and decreased $49.9 million or 32.5%. Florida non-performing loans and OREO declined $14.4 million, or 25.2%, and totaled $42.8 million at June 30, 2012.

Income Taxes

The effective tax rate was 30.2% for the second quarter of 2012, compared to 26.6% for the first quarter of 2012, reflecting the impact of higher pre-tax income and a $0.4 million effective rate adjustment due to lower projected tax benefits of certain items. The effective tax rate for the six months ended June 30, 2012 was 28.8%, which approximates the rate expected for the remainder of 2012.

Capital Position

The Corporation’s capital levels at June 30, 2012 continue to exceed federal bank regulatory agency “well capitalized” thresholds. Regulatory capital ratios at June 30, 2012 (estimated) are consistent with March 31, 2012 ratios. At June 30, 2012, the estimated total risk-based capital ratio was 12.1%, compared to 12.0% at March 31, 2012. The estimated tier 1 risk-based capital ratio and the leverage ratio remained unchanged at 10.5% and 8.1%, respectively.

At June 30, 2012, the tangible equity to tangible assets ratio (non-GAAP measure) increased to 5.95% from 5.82% and the tangible book value per share (non-GAAP measure) increased to $4.70 from $4.59.

The dividend payout ratio for the second quarter of 2012 was 58%.

Year-to-Date Results

(All comparisons refer to the prior year-to-date period, except as noted)

Year-to-date results for the six months ended June 30, 2012 include the impact from the Parkvale acquisition completed on January 1, 2012.

For the six months ended June 30, 2012, F.N.B. Corporation’s net income totaled $50.7 million, or $0.36 per diluted share, improved from $39.5 million, or $0.32 per diluted share. For the 2012 year-to-date period, return on average tangible equity (non-GAAP measure) equaled 16.86% compared to 15.40%, return on average equity was 7.50% compared to 6.94%, return on average tangible assets (non-GAAP measure) was 0.99% compared to 0.92%, and return on average assets was 0.88% compared to 0.82%.

Net interest income on a fully taxable equivalent basis totaled $189.1 million for the first six months of 2012, an increase of $29.2 million or 18.3%, reflecting 18.7% growth in average earning assets partially offset by a modest 2 basis point narrowing of the net interest margin. The growth in earning assets reflects a combination of organic growth and the Parkvale acquisition. For the first six months of 2012, average loans grew 18.6%, with organic growth of 4.6% reflecting strong market share gains in the Pennsylvania commercial portfolio as well as organic consumer loan growth over and above the Parkvale portfolio. Average deposits and customer repurchase agreements grew 21.3%, with organic growth of 2.2% for the first six months of 2012. Transaction deposits and customer repurchase agreements grew 22.2%, with organic growth of 7.9% representing successful new customer acquisition and higher average balances.

Non-interest income totaled $64.5 million for the first half of 2012, increasing $6.8 million, or 11.8%, primarily due to higher service charge revenue and other non-interest income. Service charges increased $4.8 million, or 15.8%, reflecting higher volume, organic growth and the expanded customer base due to the Parkvale acquisition. Insurance commissions and fees increased 3.1%. Non-interest income for the first half of 2012 also reflects continued strong swap-related revenues of $2.1 million, up 36.6% from $1.6 million in the prior year-to-date period, given the successful commercial loan growth results and continued low interest rate environment.

Non-interest expense totaled $165.2 million for the first half of 2012, an increase of $22.2 million, or 15.6%, principally due to adding Parkvale-related operating costs and a net increase of $3.6 million in merger and severance costs. F.N.B. Corporation’s 2012 year-to-date efficiency ratio improved to 59.1% compared to 60.3%.

Credit quality results continued to trend positively during the first half of 2012 and compare favorably to prior year-to-date results, reflecting continued solid performance for the Pennsylvania and Regency portfolios and improvement in the Florida portfolio. Provision was $13.6 million for the first half of 2012, improving $3.2 million primarily due to lower provision in the Florida portfolio. Net charge-off results for the first six months of 2012 improved 9 basis points to 0.33% annualized of total average loans. The ratio of the allowance for loan losses to total originated loans equaled 1.49% at June 30, 2012, compared to 1.73% at June 30, 2011, primarily reflecting improvements in the Florida portfolio and the utilization of previously established Florida portfolio reserves. Total Florida loans and OREO decreased 49% on a year-

over-year basis and the loan portion of the Florida portfolio represents only 1.1% of total loans at June 30, 2012.

Conference Call

F.N.B. Corporation will host its quarterly conference call to discuss second quarter 2012 financial results on Tuesday, July 24, 2012 at 10:00 a.m. Eastern Time. Participating callers may access the call by dialing (877) 741-4242 or (719) 325-4761 for international callers; the confirmation number is 3445923. 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, August 1, 2012. The replay is accessible by dialing (877) 870-5176 or (858) 384-5517 for international callers; the confirmation number is 3445923. 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, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $11.8 billion. F.N.B. Corporation is a leading provider of commercial and retail banking, leasing, wealth management, insurance, merchant banking and consumer finance services in Pennsylvania, Ohio and West Virginia, where it owns and operates First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, Regency Finance Company and F.N.B. Commercial Leasing. It also operates consumer finance offices in Kentucky and Tennessee.

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 or failure 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.

• Changes to regulations governing bank capital and liquidity standards, including due to the Dodd-Frank Act and to 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 Parkvale acquisition, 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.

• 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 2011 Form 10-K and 2012 Form 10-Qs, 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.

# # #

Analyst/Institutional Investor Contact:

Cynthia Christopher

724-983-3429

724-815-3926 (cell)

christoc@fnb-corp.com

Media Contact:

Jennifer Reel

724-983-4856

724-699-6389 (cell)

reel@fnb-corp.com

DATA SHEETS FOLLOW

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

										2Q12 -		2Q12 -
	2012						2011			1Q12		2Q11
	Second Quarter			First Quarter			Second Quarter			Percent Variance		Percent Variance
Statement of earnings
Interest income	$	109,285		$	107,287		$	98,155			1.9		11.3
Interest expense		14,804			16,366			19,461			-9.5		-23.9
Net interest income		94,481			90,921			78,694			3.9		20.1
Taxable equivalent adjustment		1,831			1,901			1,999			-3.7		-8.4
Net interest income (FTE) (1)		96,312			92,822			80,693			3.8		19.4
Provision for loan losses		7,027			6,572			8,551			6.9		-17.8
Net interest income after provision (FTE)		89,285			86,250			72,142			3.5		23.8
Service charges		17,588			17,165			15,666			2.5		12.3
Insurance commissions and fees		3,882			4,172			3,664			-7.0		5.9
Securities commissions and fees		2,030			2,011			2,130			0.9		-4.7
Trust income		3,842			3,734			3,947			2.9		-2.6
Gain on sale of securities		260			108			38			140.7		584.1
Gain on sale of loans		711			809			376			-12.2		89.2
Other		4,465			3,746			3,437			19.2		29.9
Total non-interest income		32,778			31,745			29,258			3.3		12.0
Salaries and employee benefits		41,070			44,606			36,528			-7.9		12.4
Occupancy and equipment		11,862			11,792			9,985			0.6		18.8
Amortization of intangibles		2,369			2,281			1,805			3.9		31.2
Other real estate owned		1,467			1,636			2,342			-10.4		-37.4
FHLB prepayment penalty		0			0			0			n/m		n/m
Other		21,714			26,358			17,709			-17.6		22.6
Total non-interest expense		78,482			86,673			68,369			-9.5		14.8
Income before income taxes		43,581			31,322			33,031			39.1		31.9
Taxable equivalent adjustment		1,831			1,901			1,999			-3.7		-8.4
Income taxes		12,620			7,839			8,670			61.0		45.6
Net income	$	29,130		$	21,582		$	22,362			35.0		30.3
Earnings per share:
Basic	$	0.21		$	0.16		$	0.18			31.3		16.7
Diluted	$	0.21		$	0.15		$	0.18			40.0		16.7
Performance ratios
Return on average equity		8.57	%		6.42	%		7.69	%
Return on average tangible equity (2) (4)		19.01	%		14.65	%		16.77	%
Return on average assets		1.00	%		0.75	%		0.91	%
Return on average tangible assets (3) (4)		1.12	%		0.86	%		1.02	%
Net interest margin (FTE) (1)		3.80	%		3.74	%		3.78	%
Yield on earning assets (FTE) (1)		4.39	%		4.40	%		4.69	%
Cost of funds		0.69	%		0.77	%		1.06	%
Efficiency ratio (FTE) (1) (5)		57.74	%		60.42	%		58.32	%
Effective tax rate		30.23	%		26.64	%		27.94	%
Common stock data
Average basic shares outstanding		139,093,641			138,898,581			123,254,895			0.1		12.9
Average diluted shares outstanding		140,534,032			140,386,625			124,113,366			0.1		13.2
Ending shares outstanding		139,709,302			139,501,039			127,024,899			0.1		10.0
Book value per share	$	9.82		$	9.71		$	9.47			1.2		3.7
Tangible book value per share (4)	$	4.70		$	4.59		$	4.73			2.4		-0.6
Dividend payout ratio		58.07	%		78.11	%		68.64	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	For the Six Months
	Ended June 30,						Percent
	2012			2011			Variance
Statement of earnings
Interest income	$	216,572		$	195,526			10.8
Interest expense		31,170			39,549			-21.2
Net interest income		185,402			155,977			18.9
Taxable equivalent adjustment		3,732			3,964			-5.8
Net interest income (FTE) (1)		189,134			159,941			18.3
Provision for loan losses		13,599			16,779			-19.0
Net interest income after provision (FTE)		175,535			143,162			22.6
Service charges		34,753			30,001			15.8
Insurance commissions and fees		8,054			7,810			3.1
Securities commissions and fees		4,041			4,102			-1.5
Trust income		7,576			7,657			-1.1
Gain on sale of securities		368			92			300.9
Gain on sale of loans		1,520			1,143			33.0
Other		8,211			6,885			19.3
Total non-interest income		64,523			57,690			11.8
Salaries and employee benefits		85,676			74,910			14.4
Occupancy and equipment		23,654			20,370			16.1
Amortization of intangibles		4,650			3,601			29.1
Other real estate owned		3,103			3,921			-20.9
FHLB prepayment penalty		0			0			0.0
Other		48,072			40,124			19.8
Total non-interest expense		165,155			142,926			15.6
Income before income taxes		74,903			57,926			29.3
Taxable equivalent adjustment		3,732			3,964			-5.8
Income taxes		20,459			14,425			41.8
Net income	$	50,712		$	39,537			28.3
Earnings per share:
Basic	$	0.36		$	0.32			12.5
Diluted	$	0.36		$	0.32			12.5
Performance ratios
Return on average equity		7.50	%		6.94	%
Return on average tangible equity (2) (4)		16.86	%		15.40	%
Return on average assets		0.88	%		0.82	%
Return on average tangible assets (3) (4)		0.99	%		0.92	%
Net interest margin (FTE) (1)		3.77	%		3.79	%
Yield on earning assets (FTE) (1)		4.39	%		4.73	%
Cost of funds		0.73	%		1.09	%
Efficiency ratio (FTE) (1) (5)		59.06	%		60.30	%
Effective tax rate		28.75	%		26.73	%
Common stock data
Average basic shares outstanding		138,996,110			121,732,522			14.2
Average diluted shares outstanding		140,442,324			122,543,678			14.6
Ending shares outstanding		139,709,302			127,024,899			10.0
Book value per share	$	9.82		$	9.47			3.7
Tangible book value per share (4)	$	4.70		$	4.73			-0.6
Dividend payout ratio		66.60	%		75.25	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

										2Q12 -		2Q12 -
	2012						2011			1Q12		2Q11
	Second Quarter			First Quarter			Second Quarter			Percent Variance		Percent Variance
Balance Sheet (at period end)
Assets
Cash and due from banks	$	197,317		$	192,346		$	172,401			2.6		14.5
Interest bearing deposits with banks		25,441			72,376			16,732			-64.8		52.0
Cash and cash equivalents		222,758			264,722			189,133			-15.9		17.8
Securities available for sale		1,071,924			1,097,801			820,847			-2.4		30.6
Securities held to maturity		1,203,240			1,178,558			1,010,672			2.1		19.1
Residential mortgage loans held for sale		17,000			11,618			9,922			46.3		71.3
Loans, net of unearned income		7,860,856			7,802,792			6,702,595			0.7		17.3
Allowance for loan losses		(101,647	)		(102,093	)		(109,224	)		-0.4		-6.9
Net loans		7,759,209			7,700,699			6,593,371			0.8		17.7
Premises and equipment, net		148,806			146,406			126,061			1.6		18.0
Goodwill		673,094			670,519			567,378			0.4		18.6
Core deposit and other intangible assets, net		42,337			43,657			34,580			-3.0		22.4
Bank owned life insurance		237,871			236,753			208,714			0.5		14.0
Other assets		374,500			375,330			296,485			-0.2		26.3
Total Assets	$	11,750,739		$	11,726,063		$	9,857,163			0.2		19.2
Liabilities
Deposits:
Non-interest bearing demand	$	1,614,476		$	1,579,340		$	1,267,554			2.2		27.4
Savings and NOW		4,686,599			4,706,748			3,853,257			-0.4		21.6
Certificates and other time deposits		2,685,225			2,769,066			2,276,408			-3.0		18.0
Total Deposits		8,986,300			9,055,154			7,397,219			-0.8		21.5
Other liabilities		162,786			144,094			103,492			13.0		57.3
Short-term borrowings		934,510			877,828			728,300			6.5		28.3
Long-term debt		90,654			90,308			221,061			0.4		-59.0
Junior subordinated debt		203,993			203,980			203,941			0.0		0.0
Total Liabilities		10,378,243			10,371,364			8,654,013			0.1		19.9
Stockholders’ Equity
Common stock		1,396			1,393			1,267			0.2		10.2
Additional paid-in capital		1,367,855			1,363,956			1,219,663			0.3		12.2
Retained earnings		49,485			37,272			16,348			32.8		202.7
Accumulated other comprehensive income		(41,361	)		(43,735	)		(30,716	)		-5.4		34.7
Treasury stock		(4,879	)		(4,187	)		(3,412	)		16.5		43.0
Total Stockholders’ Equity		1,372,496			1,354,699			1,203,150			1.3		14.1
Total Liabilities and Stockholders’ Equity	$	11,750,739		$	11,726,063		$	9,857,163			0.2		19.2
Selected average balances
Total assets	$	11,734,221		$	11,563,665		$	9,866,025			1.5		18.9
Earning assets		10,164,175			9,970,829			8,557,590			1.9		18.8
Securities		2,255,255			2,094,803			1,766,329			7.7		27.7
Interest bearing deposits with banks		77,073			98,265			167,924			-21.6		-54.1
Loans, net of unearned income		7,831,847			7,777,761			6,623,337			0.7		18.2
Allowance for loan losses		103,618			102,519			109,489			1.1		-5.4
Goodwill and intangibles		718,507			719,195			603,552			-0.1		19.0
Deposits and customer repurchase agreements (6)		9,750,808			9,600,217			8,041,138			1.6		21.3
Short-term borrowings		166,502			152,977			144,301			8.8		15.4
Long-term debt		90,510			92,288			206,201			-1.9		-56.1
Trust preferred securities		203,986			201,876			203,934			1.0		0.0
Shareholders’ equity		1,367,333			1,352,569			1,166,305			1.1		17.2
Capital ratios
Equity / assets (period end)		11.68	%		11.55	%		12.21	%
Leverage ratio		8.07	%		8.06	%		8.97	%
Tangible equity / tangible assets (period end) (4)		5.95	%		5.82	%		6.50	%
Tangible equity, excluding AOCI / tangible assets (period end) (4) (7)		6.33	%		6.21	%		6.83	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Six Months
	Ended June 30,						Percent
	2012			2011			Variance
Balance Sheet (at period end)
Assets
Cash and due from banks	$	197,317		$	172,401			14.5
Interest bearing deposits with banks		25,441			16,732			52.0
Cash and cash equivalents		222,758			189,134			17.8
Securities available for sale		1,071,924			820,847			30.6
Securities held to maturity		1,203,240			1,010,672			19.1
Residential mortgage loans held for sale		17,000			9,922			71.3
Loans, net of unearned income		7,860,856			6,702,595			17.3
Allowance for loan losses		(101,647	)		(109,224	)		-6.9
Net loans		7,759,209			6,593,371			17.7
Premises and equipment, net		148,806			126,061			18.0
Goodwill		673,094			567,378			18.6
Core deposit and other intangible assets, net		42,337			34,580			22.4
Bank owned life insurance		237,871			208,714			14.0
Other assets		374,500			296,485			26.3
Total Assets	$	11,750,739		$	9,857,164			19.2
Liabilities
Deposits:
Non-interest bearing demand	$	1,614,476		$	1,267,554			27.4
Savings and NOW		4,686,599			3,853,257			21.6
Certificates and other time deposits		2,685,225			2,276,408			18.0
Total Deposits		8,986,300			7,397,218			21.5
Other liabilities		162,786			103,492			57.3
Short-term borrowings		934,510			728,300			28.3
Long-term debt		90,654			221,061			-59.0
Junior subordinated debt		203,993			203,941			0.0
Total Liabilities		10,378,243			8,654,012			19.9
Stockholders’ Equity
Common stock		1,396			1,267			10.2
Additional paid-in capital		1,367,855			1,219,663			12.2
Retained earnings		49,485			16,348			202.7
Accumulated other comprehensive income		(41,361	)		(30,716	)		34.7
Treasury stock		(4,879	)		(3,412	)		43.0
Total Stockholders’ Equity		1,372,496			1,203,150			14.1
Total Liabilities and Stockholders’ Equity	$	11,750,739		$	9,857,162			19.2
Selected average balances
Total assets	$	11,648,943		$	9,780,993			19.1
Earning assets		10,067,502			8,483,811			18.7
Securities		2,175,029			1,749,117			24.4
Interest bearing deposits with banks		87,669			152,687			-42.6
Loans, net of unearned income		7,804,804			6,582,007			18.6
Allowance for loan losses		103,068			108,877			-5.3
Goodwill and intangibles		718,851			599,516			19.9
Deposits and customer repurchase agreements (6)		9,675,512			7,978,938			21.3
Short-term borrowings		159,739			143,918			11.0
Long-term debt		91,399			202,644			-54.9
Trust preferred securities		202,931			203,947			-0.5
Shareholders’ equity		1,359,951			1,148,065			18.5
Capital ratios
Equity / assets (period end)		11.68	%		12.21	%
Leverage ratio		8.07	%		8.97	%
Tangible equity / tangible assets (period end) (4)		5.95	%		6.50	%
Tangible equity, excluding AOCI / tangible assets (period end) (4) (7)		6.33	%		6.83	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

							2Q12 -		2Q12 -
	2012				2011		1Q12		2Q11
	Second Quarter		First Quarter		Second Quarter		Percent Variance		Percent Variance
Balances at period end
Loans:
Commercial real estate	$	2,532,116	$	2,521,571	$	2,484,586		0.4		1.9
Commercial real estate - FL		84,642		135,547		180,232		-37.6		-53.0
Commercial and industrial		1,493,378		1,451,144		1,111,469		2.9		34.4
Commercial leases		125,293		118,050		93,273		6.1		34.3
Commercial loans and leases		4,235,429		4,226,312		3,869,560		0.2		9.5
Direct installment		1,109,676		1,082,964		1,039,270		2.5		6.8
Residential mortgages		1,158,377		1,187,448		676,574		-2.4		71.2
Indirect installment		577,903		563,929		535,191		2.5		8.0
Consumer LOC		741,509		704,773		542,470		5.2		36.7
Other		37,962		37,366		39,530		1.6		-4.0
Total loans	$	7,860,856	$	7,802,792	$	6,702,595		0.7		17.3
Deposits:
Non-interest bearing deposits	$	1,614,476	$	1,579,340	$	1,267,554		2.2		27.4
Savings and NOW		4,686,599		4,706,748		3,853,257		-0.4		21.6
Certificates of deposit and other time deposits		2,685,225		2,769,066		2,276,408		-3.0		18.0
Total deposits		8,986,300		9,055,154		7,397,219		-0.8		21.5
Customer repurchase agreements (6)		768,114		729,987		563,196		5.2		36.4
Total deposits and customer repurchase agreements (6)	$	9,754,414	$	9,785,141	$	7,960,415		-0.3		22.5
Average balances
Loans:
Commercial real estate	$	2,508,579	$	2,509,031	$	2,444,992		0.0		2.6
Commercial real estate - FL		116,143		144,814		182,690		-19.8		-36.4
Commercial and industrial		1,472,261		1,407,418		1,094,190		4.6		34.6
Commercial leases		121,130		113,235		90,831		7.0		33.4
Commercial loans and leases		4,218,113		4,174,499		3,812,702		1.0		10.6
Direct installment		1,092,523		1,091,931		1,029,808		0.1		6.1
Residential mortgages		1,184,441		1,222,620		682,570		-3.1		73.5
Indirect installment		571,763		552,337		528,792		3.5		8.1
Consumer LOC		723,594		695,197		528,144		4.1		37.0
Other		41,413		41,177		41,321		0.6		0.2
Total loans	$	7,831,847	$	7,777,761	$	6,623,337		0.7		18.2
Deposits:
Non-interest bearing deposits	$	1,569,047	$	1,470,648	$	1,248,029		6.7		25.7
Savings and NOW		4,685,943		4,591,590		3,888,716		2.1		20.5
Certificates of deposit and other time deposits		2,723,223		2,813,898		2,315,829		-3.2		17.6
Total deposits		8,978,213		8,876,136		7,452,574		1.2		20.5
Customer repurchase agreements (6)		772,595		724,081		588,564		6.7		31.3
Total deposits and customer repurchase agreements (6)	$	9,750,808	$	9,600,217	$	8,041,138		1.6		21.3

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Six Months
	Ended June 30,				Percent
	2012		2011		Variance
Balances at period end
Loans:
Commercial real estate	$	2,532,116	$	2,484,586		1.9
Commercial real estate - FL		84,642		180,232		-53.0
Commercial and industrial		1,493,378		1,111,469		34.4
Commercial leases		125,293		93,273		34.3
Commercial loans and leases		4,235,429		3,869,560		9.5
Direct installment		1,109,676		1,039,270		6.8
Residential mortgages		1,158,377		676,574		71.2
Indirect installment		577,903		535,191		8.0
Consumer LOC		741,509		542,470		36.7
Other		37,962		39,530		-4.0
Total loans	$	7,860,856	$	6,702,595		17.3
Deposits:
Non-interest bearing deposits	$	1,614,476	$	1,267,554		27.4
Savings and NOW		4,686,599		3,853,257		21.6
Certificates of deposit and other time deposits		2,685,225		2,276,408		18.0
Total deposits		8,986,301		7,397,219		21.5
Customer repurchase agreements (6)		768,114		563,196		36.4
Total deposits and customer repurchase agreements (6)	$	9,754,415	$	7,960,415		22.5
Average balances
Loans:
Commercial real estate	$	2,515,024	$	2,411,526		4.3
Commercial real estate - FL		128,028		186,887		-31.5
Commercial and industrial		1,436,071		1,089,990		31.8
Commercial leases		117,182		87,532		33.9
Commercial loans and leases		4,196,306		3,775,935		11.1
Direct installment		1,092,227		1,021,800		6.9
Residential mortgages		1,203,530		702,288		71.4
Indirect installment		562,050		523,509		7.4
Consumer LOC		709,396		517,831		37.0
Other		41,295		40,643		1.6
Total loans	$	7,804,804	$	6,582,006		18.6
Deposits:
Non-interest bearing deposits	$	1,519,847	$	1,212,229		25.4
Savings and NOW		4,638,767		3,821,699		21.4
Certificates of deposit and other time deposits		2,768,560		2,327,922		18.9
Total deposits		8,927,174		7,361,850		21.3
Customer repurchase agreements (6)		748,338		617,088		21.3
Total deposits and customer repurchase agreements (6)	$	9,675,512	$	7,978,938		21.3

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	2012						2011			2Q12 - 1Q12		2Q12 - 2Q11
	Second Quarter			First Quarter			Second Quarter			Percent Variance		Percent Variance
Asset Quality Data
Non-Performing Assets
Non-performing loans (8)
Non-accrual loans	$	84,322		$	98,418		$	107,091			-14.3		-21.3
Restructured loans		11,842			11,416			20,146			3.7		-41.2
Non-performing loans		96,164			109,834			127,237			-12.4		-24.4
Other real estate owned (9)		35,647			36,958			35,793			-3.5		-0.4
Non-performing loans and OREO		131,811			146,792			163,030			-10.2		-19.1
Non-performing investments		2,811			3,478			6,605			-19.2		-57.4
Total non-performing assets	$	134,622		$	150,270		$	169,635			-10.4		-20.6
Non-performing loans / total loans		1.22	%		1.41	%		1.90	%
Non-performing loans / total originated loans (10)		1.42	%		1.67	%		2.02	%
Non-performing loans + OREO / total loans + OREO		1.67	%		1.87	%		2.42	%
Non-performing loans + OREO / total originated loans + OREO (10)		1.93	%		2.22	%		2.57	%
Non-performing assets / total assets		1.15	%		1.28	%		1.72	%
Allowance Rollforward
Allowance for loan losses (originated portfolio) (10)
Balance at beginning of period	$	102,093		$	100,662		$	107,612			1.4		-5.1
Provision for loan losses		6,243			6,572			8,551			-5.0		-27.0
Net loan charge-offs		(7,473	)		(5,141	)		(6,939	)		45.4		7.7
Allowance for loan losses (originated portfolio)		100,863			102,093			109,224			-1.2		-7.7
Provision for loan losses (acquired portfolio) (11)		784			0			0			0.0		0.0
Allowance for loan losses (acquired portfolio) (11)		784			0			0			0.0		0.0
Total allowance for loan losses	$	101,647		$	102,093		$	109,224			-0.4		-6.9
Allowance for loan losses / total loans		1.29	%		1.31	%		1.63	%
Allowance for loan losses (originated loans) / total originated loans (10)		1.49	%		1.55	%		1.73	%
Allowance for loan losses / total non-performing loans (8)		104.89	%		92.95	%		85.84	%
Net loan charge-offs (annualized) / total average loans		0.38	%		0.27	%		0.42	%
Net loan charge-offs on originated loans (annualized) / total average originated loans (10)		0.45	%		0.32	%		0.45	%
Delinquency - Originated Portfolio (10)
Loans 30-89 days past due	$	30,697		$	28,123		$	34,068			9.2		-9.9
Loans 90+ days past due		5,973			7,325			6,718			-18.5		-11.1
Non-accrual loans		84,322			98,418			107,091			-14.3		-21.3
Total past due and non-accrual loans	$	120,992		$	133,866		$	147,877			-9.6		-18.2
Total past due and non-accrual loans / total originated loans		1.78	%		2.03	%		2.34	%
Memo item:
Delinquency - Acquired Portfolio (11) (12)
Loans 30-89 days past due	$	21,287		$	20,694		$	7,342			2.9		189.9
Loans 90+ days past due		36,045			40,190			9,397			-10.3		283.6
Non-accrual loans		0			0			0			0.0		0.0
Total past due and non-accrual loans	$	57,332		$	60,884		$	16,739			-5.8		242.5

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Six Months
	Ended June 30,						Percent Variance
	2012			2011
Asset Quality Data
Non-Performing Assets
Non-performing loans (8)
Non-accrual loans	$	84,322		$	107,091			-21.3
Restructured loans		11,842			20,146			-41.2
Non-performing loans		96,164			127,237			-24.4
Other real estate owned (9)		35,647			35,793			-0.4
Non-performing loans and OREO		131,811			163,030			-19.1
Non-performing investments		2,811			6,605			-57.4
Total non-performing assets	$	134,622		$	169,635			-20.6
Non-performing loans / total loans		1.22	%		1.90	%
Non-performing loans / total originated loans (10)		1.42	%		2.02	%
Non-performing loans + OREO / total loans + OREO		1.67	%		2.42	%
Non-performing loans + OREO / total originated loans + OREO (10)		1.93	%		2.57	%
Non-performing assets / total assets		1.15	%		1.72	%
Allowance Rollforward
Allowance for loan losses (originated portfolio) (10)
Balance at beginning of period	$	100,662		$	106,120			-5.1
Provision for loan losses		12,815			16,779			-23.6
Net loan charge-offs		(12,614	)		(13,675	)		-7.8
Allowance for loan losses (originated portfolio)		100,863			109,224			-7.7
Provision for loan losses (acquired portfolio) (11)		784			0			0.0
Allowance for loan losses (acquired portfolio) (11)		784			0			0.0
Total allowance for loan losses	$	101,647		$	109,224			-6.9
Allowance for loan losses / total loans		1.29	%		1.63	%
Allowance for loan losses (originated loans) / total originated loans (10)		1.49	%		1.73	%
Allowance for loan losses / total non-performing loans (8)		104.89	%		85.84	%
Net loan charge-offs (annualized) / total average loans		0.33	%		0.42	%
Net loan charge-offs on originated loans (annualized) / total average originated loans (10)		0.38	%		0.45	%
Delinquency - Originated Portfolio (10)
Loans 30-89 days past due	$	30,697		$	34,068			-9.9
Loans 90+ days past due		5,973			6,718			-11.1
Non-accrual loans		84,322			107,091			-21.3
Total past due and non-accrual loans	$	120,992		$	147,877			-18.2
Total past due and non-accrual loans / total originated loans		1.78	%		2.34	%
Memo item:
Delinquency - Acquired Portfolio (11) (12)
Loans 30-89 days past due	$	21,287		$	7,342			189.9
Loans 90+ days past due		36,045			9,397			283.6
Non-accrual loans		0			0			0.0
Total past due and non-accrual loans	$	57,332		$	16,739			242.5

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	2012						2011			2Q12 - 1Q12		2Q12 - 2Q11
	Second Quarter			First Quarter			Second Quarter			Percent Variance		Percent Variance
Supplemental Asset Quality Information:
Portfolio Detail
Total Loans
Bank - PA	$	7,613,536		$	7,509,361		$	6,359,213			1.4		19.7
Bank - FL		84,642			135,547			180,232			-37.6		-53.0
Regency		162,678			157,885			163,150			3.0		-0.3
Total loans	$	7,860,856		$	7,802,792		$	6,702,595			0.7		17.3
Non-performing loans (includes non-performing TDRs)
Bank - PA	$	65,828		$	63,833		$	75,905			3.1		-13.3
Bank - FL		23,668			39,021			44,890			-39.3		-47.3
Regency		6,668			6,980			6,442			-4.5		3.5
Total non-performing loans	$	96,164		$	109,834		$	127,237			-12.4		-24.4
Other real estate owned
Bank - PA	$	15,531		$	17,585		$	10,472			-11.7		48.3
Bank - FL		19,082			18,097			23,868			5.4		-20.1
Regency		1,034			1,276			1,453			-19.0		-28.8
Total other real estate owned	$	35,647		$	36,958		$	35,793			-3.5		-0.4
Non-performing loans + OREO
Bank - PA	$	81,359		$	81,418		$	86,377			-0.1		-5.8
Bank - FL		42,750			57,118			68,758			-25.2		-37.8
Regency		7,702			8,256			7,895			-6.7		-2.4
Total non-performing loans + OREO	$	131,811		$	146,792		$	163,030			-10.2		-19.1
Non-Performing Loans + OREO / Total Loans + OREO
Bank - PA		1.07	%		1.08	%		1.36	%
Bank - FL		41.22	%		37.18	%		33.69	%
Regency		4.70	%		5.19	%		4.80	%
Total non-performing loans + OREO / total loans + OREO		1.67	%		1.87	%		2.42	%
Net Loan Charge-Offs
Bank - PA	$	5,232		$	3,733		$	5,346			40.2		-2.1
Bank - FL		812			(9	)		160			-9122.2		407.5
Regency		1,429			1,417			1,433			0.8		-0.3
Total net loan charge-offs	$	7,473		$	5,141		$	6,939			45.4		7.7
Net Loan Charge-Offs (annualized) / Total Average Loans
Bank - PA		0.28	%		0.20	%		0.34	%
Bank - FL		2.81	%		-0.02	%		0.35	%
Regency		3.63	%		3.56	%		3.62	%
Net loan charge-offs (annualized) / average loans		0.38	%		0.27	%		0.42	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Six Months
	Ended June 30,						Percent Variance
	2012			2011
Supplemental Asset Quality Information:
Portfolio Detail
Total Loans
Bank - PA	$	7,613,536		$	6,359,213			19.7
Bank - FL		84,642			180,232			-53.0
Regency		162,678			163,150			-0.3
Total loans	$	7,860,856		$	6,702,595			17.3
Non-performing loans (includes non-performing TDRs)
Bank - PA	$	65,828		$	75,905			-13.3
Bank - FL		23,668			44,890			-47.3
Regency		6,668			6,442			3.5
Total non-performing loans	$	96,164		$	127,237			-24.4
Other real estate owned
Bank - PA	$	15,531		$	10,472			48.3
Bank - FL		19,082			23,868			-20.1
Regency		1,034			1,453			-28.8
Total other real estate owned	$	35,647		$	35,793			-0.4
Non-performing loans + OREO
Bank - PA	$	81,359		$	86,377			-5.8
Bank - FL		42,750			68,758			-37.8
Regency		7,702			7,895			-2.4
Total non-performing loans + OREO	$	131,811		$	163,030			-19.1
Non-Performing Loans + OREO / Total Loans + OREO
Bank - PA		1.07	%		1.36	%
Bank - FL		41.22	%		33.69	%
Regency		4.70	%		4.80	%
Total non-performing loans + OREO / total loans + OREO		1.67	%		2.42	%
Net Loan Charge-Offs
Bank - PA	$	8,965		$	9,399			-4.6
Bank - FL		803			1,307			-38.6
Regency		2,846			2,969			-4.1
Total net loan charge-offs	$	12,614		$	13,675			-7.8
Net Loan Charge-Offs (annualized) / Total Average Loans
Bank - PA		0.24	%		0.30	%
Bank - FL		1.26	%		1.41	%
Regency		3.59	%		3.76	%
Net loan charge-offs (annualized) / average loans		0.33	%		0.42	%

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.

	2012						2011
	Second			First			Second
	Quarter			Quarter			Quarter
Adjusted net income:
Net income	$	29,130		$	21,582		$	22,362
Merger and severance costs, net of tax		206			4,943			105
Adjusted net income	$	29,336		$	26,524		$	22,467
Adjusted diluted earnings per share:
Diluted earnings per share	$	0.21		$	0.15		$	0.18
Effect of merger and severance costs, net of tax		0.00			0.04			0.00
Adjusted diluted earnings per share	$	0.21		$	0.19		$	0.18
Return on average tangible equity (2):
Net income (annualized)	$	117,162		$	86,801		$	89,695
Amortization of intangibles, net of tax (annualized)		6,194			5,964			4,707
		123,356			92,765			94,402
Average total shareholders’ equity		1,367,333			1,352,569			1,166,305
Less: Average intangibles		(718,507	)		(719,195	)		(603,552	)
		648,826			633,374			562,753
Return on average tangible equity (2)		19.01	%		14.65	%		16.78	%
Return on average tangible assets (3):
Net income (annualized)	$	117,162		$	86,801		$	89,695
Amortization of intangibles, net of tax (annualized)		6,194			5,964			4,707
		123,356			92,765			94,402
Average total assets		11,734,221			11,563,665			9,866,025
Less: Average intangibles		(718,507	)		(719,195	)		(603,552	)
		11,015,714			10,844,470			9,262,473
Return on average tangible assets (3)		1.12	%		0.86	%		1.02	%
Tangible book value per share:
Total shareholders’ equity	$	1,372,496		$	1,354,699		$	1,203,150
Less: intangibles		(715,431	)		(714,177	)		(601,958	)
		657,065			640,522			601,192
Ending shares outstanding		139,709,302			139,501,039			127,024,899
Tangible book value per share	$	4.70		$	4.59		$	4.73

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	For the Six Months
	Ended June 30,
	2012			2011
Adjusted net income:
Net income	$	50,712		$	39,537
Merger and severance costs, net of tax		5,149			2,800
Adjusted net income	$	55,861		$	42,336
Adjusted diluted earnings per share:
Diluted earnings per share	$	0.36		$	0.32
Effect of merger and severance costs, net of tax		0.04			0.02
Adjusted diluted earnings per share	$	0.40		$	0.35
Return on average tangible equity (2):
Net income (annualized)	$	101,982		$	79,729
Amortization of intangibles, net of tax (annualized)		6,078			4,720
		108,060			84,450
Average total shareholders’ equity		1,359,951			1,148,065
Less: Average intangibles		(718,851	)		(599,516	)
		641,100			548,549
Return on average tangible equity (2)		16.86	%		15.40	%
Return on average tangible assets (3):
Net income (annualized)	$	101,982		$	79,729
Amortization of intangibles, net of tax (annualized)		6,078			4,720
		108,060			84,450
Average total assets		11,648,943			9,780,993
Less: Average intangibles		(718,851	)		(599,516	)
		10,930,092			9,181,476
Return on average tangible assets (3)		0.99	%		0.92	%
Tangible book value per share:
Total shareholders’ equity	$	1,372,496		$	1,203,150
Less: intangibles		(715,431	)		(601,958	)
		657,065			601,192
Ending shares outstanding		139,709,302			127,024,899
Tangible book value per share	$	4.70		$	4.73

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	2012						2011
	Second Quarter			First Quarter			Second Quarter
Tangible equity / tangible assets (period end):
Total shareholders’ equity	$	1,372,496		$	1,354,699		$	1,203,150
Less: intangibles		(715,431	)		(714,177	)		(601,958	)
		657,065			640,522			601,192
Total assets		11,750,739			11,726,063			9,857,163
Less: intangibles		(715,431	)		(714,177	)		(601,958	)
		11,035,308			11,011,886			9,255,205
Tangible equity / tangible assets (period end)		5.95	%		5.82	%		6.50	%
Tangible equity, excluding AOCI / tangible assets (period end) (7):
Total shareholders’ equity	$	1,372,496		$	1,354,699		$	1,203,150
Less: intangibles		(715,431	)		(714,177	)		(601,958	)
Less: AOCI		41,361			43,735			30,716
		698,426			684,257			631,908
Total assets		11,750,739			11,726,063			9,857,163
Less: intangibles		(715,431	)		(714,177	)		(601,958	)
		11,035,308			11,011,886			9,255,205
Tangible equity, excluding AOCI / tangible assets (period end) (7)		6.33	%		6.21	%		6.83	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Six Months Ended June 30,
	2012			2011
Tangible equity / tangible assets (period end):
Total shareholders’ equity	$	1,372,496		$	1,203,150
Less: intangibles		(715,431	)		(601,958	)
		657,065			601,192
Total assets		11,750,739			9,857,164
Less: intangibles		(715,431	)		(601,958	)
		11,035,308			9,255,205
Tangible equity / tangible assets (period end)		5.95	%		6.50	%
Tangible equity, excluding AOCI / tangible assets (period end) (7):
Total shareholders’ equity	$	1,372,496		$	1,203,150
Less: intangibles		(715,431	)		(601,958	)
Less: AOCI		41,361			30,716
		698,426			631,908
Total assets		11,750,739			9,857,164
Less: intangibles		(715,431	)		(601,958	)
		11,035,308			9,255,205
Tangible equity, excluding AOCI / tangible assets (period end) (7)		6.33	%		6.83	%

(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 less amortization of intangibles by average equity less average intangibles.

(3) Return on average tangible assets is calculated by dividing net income less 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 and merger costs by the sum of net interest income on a fully taxable equivalent basis plus non-interest income less securities gains and net impairment losses on securities.

(6) Customer repurchase agreements 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 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.

EX-99.2

F.N.B. Corporation

Second Quarter 2012

Earnings Conference Call

July 24, 2012

Exhibit 99.2

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

2

This presentation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain “forward-looking statements”

relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B.

Corporation. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause 

F.N.B. Corporation’s future results to differ materially from historical performance or projected performance. These factors include, but are not

limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may

reduce interest margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions;

(5) various monetary and fiscal policies and regulations of the U.S. government that may adversely affect the businesses in which F.N.B. Corporation 

is engaged; (6) technological issues which may adversely affect F.N.B. Corporation’s financial operations or customers; (7) changes in the securities

markets; (8) risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange

Commission; (9) housing prices; (10) job market; (11) consumer confidence and spending habits; (12) estimates of fair value of certain F.N.B.

Corporation assets and liabilities or (13) the effects of current, pending and future legislation, regulation and regulatory actions.  F.N.B. Corporation

undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this presentation.

To supplement its consolidated financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), the Corporation

provides additional measures of operating results, net income and earnings per share (EPS) adjusted to exclude certain costs, expenses, and gains and

losses.  The Corporation believes that these non-GAAP financial measures are appropriate to enhance the understanding of its past performance as

well as prospects for its future performance.  In the event of such a disclosure or release, the Securities and Exchange Commission’s Regulation G

requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a

reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated

and presented in accordance with GAAP.  The required presentations and reconciliations are contained herein and can be found at our website,

www.fnbcorporation.com, under “Shareholder and Investor Relations” by clicking on “Non-GAAP Reconciliation.”

The Appendix to this presentation contains non-GAAP financial measures used by the Corporation to provide information useful to investors in

understanding the Corporation's operating performance and trends, and facilitate comparisons with the performance of the Corporation's peers. 

While the Corporation believes that these non-GAAP financial measures are useful in evaluating the Corporation, the information should be

considered supplemental in nature and not as a substitute for or superior to the relevant financial information prepared in accordance with GAAP. 

The non-GAAP financial measures used by the Corporation may differ from the non-GAAP financial measures other financial institutions use to

measure their results of operations.  This information should be reviewed in conjunction with the Corporation’s financial results disclosed on July 23,

2012 and in its periodic filings with the Securities and Exchange Commission.

2Q12 Highlights

2Q12

operating

results

–

Positive

trends

in

profitability

metrics

Financial results driven by continued positive trends in key drivers

Net income of $29.1 million and diluted earnings per share of $0.21

Net interest margin of 3.80%

Strong loan growth -

12    consecutive quarter of organic growth for total loans

Strong transaction deposit and customer repurchase growth

Good asset quality results reflecting consistent stability in core portfolios

Solid non-interest income results

Lower operating expenses reflecting continuing expense control and success executing Parkvale Financial

acquisition and related cost savings realization

Branch optimization/efficiency enhancement plan

Continued progress executing e-delivery strategy

3

th

2Q12 Operating Highlights

4

2Q12

1Q12

2Q11

Consistent

Earnings

Growth

Operating net income

$29,336

$26,524

$22,467

Operating earnings per diluted share

$0.21

$0.19

$0.18

Solid

Performance

Operating ROTE

19.14%

17.78%

16.85%

Operating ROTA

1.13%

1.04%

1.02%

Net interest margin

3.80%

3.74%

3.78%

Efficiency ratio

57.74%

60.42%

62.31%

Strong

Organic

Growth

(1)

Total loan growth

(2)

4.4%

2.6%

5.1%

Commercial loan growth

(2)

7.2%

5.9%

9.2%

Consumer loan growth

8.3%

1.3%

9.3%

Transaction deposits and customer repo growth

(3)

14.3%

8.9%

10.8%

Operating net income, EPS, ROTE and ROTA excludes merger and severance costs, refer to Non-GAAP Reconciliation included in Appendix

(1)Average, annualized linked quarter organic growth results; (2)Excludes the Florida commercial portfolio; (3)Excludes time deposits

Profitability Trends

5

18.47%

16.32%

14.71%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

20.00%

2Q12 YTD

2011

2010

FNB

Peer Group Median

1.08%

1.02%

0.87%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

2Q12 YTD

2011

2010

FNB

Peer Group Median

Return on Average Tangible Equity

(1)

Return on Average Tangible Assets

(1)

Peer data per SNL Financial, refer to Appendix for peer listing

(1) Operating ROTE and ROTA for FNB, excludes merger and severance costs and certain other one-time items (2010), refer to Non-GAAP Reconciliation

included in Appendix

Optimizing Delivery Channel

6

Summary

Expected # of locations consolidated

20

Expected # of locations with drive-up services only

3

Banking locations post-consolidation

246

Target date

4Q12

Projected cost savings, pre-tax

$4.0 million

Projected one-time costs, pre-tax

$2.5 million

As part of ongoing delivery channel optimization, FNB announces plans to consolidate 20 locations and reduce services at 3

locations

Consolidation expected to take place mid-4Q12

This action provides the opportunity to:

Enhance operating efficiency and profitability

Focus resources in attractive markets

Leverage investment in upgraded e-delivery channels

E-Delivery Strategy Update

7

Delivery

Method

Status

Description

Online Bill

Pay

Completed :

October

2011

Online bill pay, person-to-person payments, eBills, and the ability to transfer funds

between financial institutions.

Mobile

Banking

Completed :

June

2012

Mobile banking services via text banking, mobile browser, and downloadable app for

smart phones.

15% of online banking customers enrolled since introduction in early June, 2012.

Phase 2:

Online

Banking/

Mobile

Banking

Scheduled:

4Q12

Online Phase 2: Personalized marketing campaigns and Money Management tool. 

90% of the most commonly used features will be available on the home page.

Mobile

Phase

2:

Remote

Deposit

Capture

and

mobile

banking

alerts

among

advanced features.

Asset Quality Results

(1)

8

$ in thousands

2Q12

1Q12

2Q11

2Q12 Highlights

NPL’s+OREO/Total loans+OREO

1.93%

2.22%

2.57%

Overall asset quality results reflect the

continued solid performance of the

Pennsylvania and Regency portfolios

and significant reductions in the Florida

portfolio

Continued positive trends seen in

delinquency and non-performing loans

plus OREO levels

NCO’s remain at good levels

Florida exposure declined $49.9 million,

or 33%, primarily as a result of principal

payoffs on performing and non-

performing credits

Total delinquency

1.78%

2.03%

2.34%

Provision for loan losses

$7,027

$6,572

$8,551

Net charge-offs (NCO’s)

$7,473

$5,141

$6,939

NCO’s/Total average loans

0.38%

0.27%

0.42%

NCO’s/Total average originated loans

0.45%

0.32%

0.45%

Allowance for loan losses/

Total loans

1.49%

1.55%

1.73%

Allowance for loan losses/

Total non-performing loans

104.89%

92.95%

85.84%

(1) Metrics shown are originated portfolio metrics unless noted as a total portfolio metric.  “Originated portfolio” or “Originated loans” excludes

loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been

considered by virtue of the Corporation’s estimate of fair value.  (2) Total portfolio metric

(2)

(2)

(2)

Asset Quality Trends

9

NPL’s+OREO to Originated Loans+OREO

(1)

2.74%

2.15%

1.93%

1.56%

1.29%

1.32%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

2010

2011

2Q12

FNB

FNB Excluding Florida Portfolio

Peer Group Median

(2)

0.44%

0.39%

0.36%

0.33%

0.23%

0.77%

0.62%

0.38%

2010

2011

2Q12 YTD

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

FNB excluding Florida

Florida

Peer Group Median

NCO’s to Average Originated Loans

(1)

Peer data per SNL Financial, refer to Appendix for peer listing;  (1) Based on balances at year-end and quarter-end for each period presented. 

“Originated Loans” excludes loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of

credit loss has been considered by virtue of the Corporation’s estimate of fair value.  (2) Slight increase in NPL+OREO to Originated Loans+OREO for

the excluding Florida metric reflects the addition of $6.1 million in OREO from the Parkvale acquisition completed January 1, 2012.

Balance Sheet Highlights

10

Average Balances, $ in millions

2Q12

2Q12-1Q12 Growth

2Q12 Highlights

Balance

$

%

Securities

$2,255

$160.5

7.7%

Growth in average securities primarily

reflects timing of reinvestment activity

in 1Q12 

12 

consecutive quarter of total loan

growth

13    consecutive quarter of PA

commercial loan growth

Continued expected decline in time

deposits reflects focus on growing

lower cost, relationship-based

transaction deposits and customer

repurchase agreements

Strong transaction deposit and

customer repurchase agreement

growth

Total loans

(1)

$7,832

$54.1

2.8%

Total PA loans

(1)(2)

$7,716

$82.8

4.4%

PA Commercial loans

(1)(2)

$4,102

$72.3

7.2%

Consumer loans

(1)(3)

$2,388

$48.4

8.3%

Earning assets

$10,164

$193.3

1.9%

Total deposits and customer repos

(1)

$9,751

$150.6

6.3%

Transaction deposits and customer

repos

(1)(4)

$7,028

$241.3

14.3%

Time Deposits

(1)

$2,723

-$90.7

-13.0%

th

th

(1)% growth annualized; (2)Excludes the Florida portfolio; (3)Includes Direct Installment, Indirect Installment and Consumer LOC portfolios; 

(4)Excludes time deposits

Net Interest Margin

11

2Q12 margin includes $2.5 million in net accretable yield on acquired loans

Net Interest Margin Trend

3.80%

3.74%

3.79%

3.79%

3.78%

3.81%

3.77%

3.78%

3.81%

3.00%

3.20%

3.40%

3.60%

3.80%

4.00%

2Q12

1Q12

4Q11

3Q11

2Q11

1Q11

4Q10

3Q10

2Q10

Parkvale

Acquisition

1/1/2012

Non-Interest Income

12

$ in thousands

2Q12

1Q12

2Q11

2Q12 Highlights

Service charges

$17,588

$17,165

$15,666

Higher service charges on deposit

accounts reflects seasonally higher

volume

Lower insurance commissions and fees

due to the seasonal decrease in

contingent revenue

Increase in other income reflects higher

swap-related revenue generated in our

commercial lending activities

Insurance commissions and fees

3,882

4,172

3,664

Securities commissions

2,030

2,011

2,130

Trust income

3,842

3,734

3,947

Gain on sale of loans

711

809

376

Other

4,465

3,746

3,437

Total

non-interest

income

(1)

$32,518

$31,637

$29,220

(1) Excluding securities gains of $260, $108 and $38, respectively.

Non-Interest Expense

13

$ in thousands

2Q12

1Q12

2Q11

2Q12 Highlights

Salaries

and

employee

benefits

(1)

$41,070

$43,996

$36,528

Efficiency ratio improved to 57.7%

Lower salaries and benefits primarily

due to benefit of Parkvale cost savings

realization

Parkvale cost savings expected to be

fully phased in beginning 3Q12

OREO expenses trending favorably

Occupancy and equipment

11,862

11,792

9,985

Amortization of intangibles

2,369

2,281

1,805

Other real estate owned

1,467

1,636

2,342

Other

(2)

21,397

19,364

17,547

Non-interest expense,

excluding merger costs

$78,165

$79,069

$68,207

Merger and severance costs

317

7,604

162

Total non-interest expense

$78,482

$86,673

$68,369

Efficiency ratio

57.7%

60.4%

58.3%

(1) Excluding net severance costs of $610 1Q12; (2) Excluding merger costs

Capital Position

14

12.0%

10.5%

8.1%

5.8%

12.1%

10.5%

8.1%

6.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

Total Risk-Based

Tier One

Leverage

Tangible Common Equity

March 31, 2012

June 30, 2012

(1)

(1) June 30, 2012 Total Risk-Based and Tier One represent estimated ratios 

Outlook Summary

15

Item

Action Relative

to Prior

Guidance

(1)

Management Expectations

Loans

Re-affirm

Mid-teens (full-year average balance growth)

Deposits

Re-affirm

High-teens (full-year average balance growth)

Net interest margin

Re-affirm

Mid 360’s for the second half of the year

Non-interest income

Re-affirm

Mid-teens (full-year increase)

Non-interest expense

Re-affirm

Full-year efficiency ratio in the high 50% area

Non-interest expense trending down towards $76 million

range by year-end (quarterly run-rate)

Provision for loan losses

Modify –

Slightly Better

$7 -

$8 million per quarter for remainder of year

Note:  All guidance is inclusive of the Parkvale acquisition completed January 1, 2012

(1) Refers to guidance provided on the 1Q12 earnings call of April 24, 2012

Concluding Remarks

Solid performance 2Q12 and first six months of 2012

Positive expectations for remainder of 2012

Proactively reinvest and reposition

Position for revenue growth

Focused and disciplined expense control

Maintain a low risk profile

16

Appendix

17

Peer Group Listing

18

ASBC

Associated Bancorp

NPBC

National Penn Bancshares, Inc.

CBSH

Commerce Bancshares, Inc.

ONB

Old National Bancorp

CBU

Community Bank Systems, Inc.

PRK

Park National Corp

CHFC

Chemical Financial Corp.

PVTB

Private Bancorp, Inc.

CRBC

Citizens Republic Bancorp, Inc.

SBNY

Signature Bank

CSE

CapitalSource, Inc.

SUSQ

Susquehanna Bancshares, Inc.

FCF

First Commonwealth Financial

TCB

TCF Financial Corp.

FFBC

First Financial Bancorp, Inc.

UBSI

United Bankshares, inc.

FMBI

First Midwest Bancorp, Inc.

UMBF

UMB Financial Corp.

FMER

First Merit Corp.

VLY

Valley National Bancorp

FULT

Fulton Financial

WSBC

WesBanco, Inc.

MBFI

MB Financial, Inc.

WTFC

Wintrust Financial Corp.

NBTB

NBT Bancorp, Inc.

GAAP to Non-GAAP Reconciliation

19

June 30, 2012

March 31, 2012

June 30, 2011

2012

2011

Operating net income

Net income

$29,130

$21,582

$22,362

$50,712

$39,537

Merger and severance costs, net of tax

206

4,943

105

7,921

4,307

Operating net income

$29,336

$26,524

$22,467

$58,633

$43,844

Operating diluted earnings per share

Diluted earnings per share

$0.21

$0.15

$0.18

$0.36

$0.32

Effect of merger and severance costs, net of tax

0.00

0.04

0.00

0.04

0.02

Operating diluted earnings per share

$0.21

$0.19

$0.18

$0.40

$0.34

Operating return on average tangible equity

Operating net income (annualized)

$117,991

$106,681

$90,115

$112,336

$85,375

Amortization of intangibles, net of tax (annualized)

6,192

5,964

4,707

6,078

4,720

$124,182

$112,645

$94,822

$118,414

$90,096

Average shareholders' equity

$1,367,333

$1,352,569

$1,166,305

$1,359,951

$1,148,065

Less: Average intangible assets

718,507

719,195

603,552

718,851

599,516

Average tangible equity

$648,826

$633,375

$562,753

$641,100

$548,549

Operating return on average tangible equity

19.14%

17.78%

16.85%

18.47%

16.42%

Operating return on average tangible assets

Operating net income (annualized)

$117,991

$106,681

$90,115

$112,336

$85,375

Amortization of intangibles, net of tax (annualized)

6,192

5,964

4,707

6,078

4,720

$124,182

$112,645

$94,822

$118,414

$90,096

Average total assets

$11,734,263

$11,563,665

$9,866,025

$11,648,964

$9,780,993

Less: Average intangible assets

718,507

719,195

603,552

718,851

599,516

Average tangible assets

11,015,756

$      

10,844,470

$      

9,262,473

$        

10,930,113

$      

9,181,476

$        

Operating return on average tangible assets

1.13%

1.04%

1.02%

1.08%

0.98%

June 30 Year-to-Date

For the Quarter Ended

GAAP to Non-GAAP Reconciliation

20

2011

2010

Operating net income

Net income

$87,047

$74,652

Merger and severance costs, net of tax

3,238

402

One-time pension credit

(6,853)

Operating net income

$90,285

$68,201

Operating return on average tangible equity

Operating net income

$90,285

$68,201

Amortization of intangibles, net of tax

4,698

4,364

$94,983

$72,565

Average shareholders' equity

$1,181,941

$1,057,732

Less: Average intangible assets

599,851

564,448

Average tangible equity

$582,090

$493,284

Operating return on average tangible equity

16.32%

14.71%

Operating return on average tangible assets

Operating net income (annualized)

$90,285

$68,201

Amortization of intangibles, net of tax (annualized)

4,698

4,364

$94,983

$72,565

Average total assets

$9,871,164

$8,906,734

Less: Average intangible assets

599,851

564,448

Average tangible assets

9,271,313

$        

8,342,286

$        

Operating return on average tangible assets

1.02%

0.87%