425

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): August 15, 2016

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.)

12 Federal Street, One North Shore Center, Pittsburgh, PA	15212
(Address of Principal Executive Offices)	(Zip Code)

(800) 555-5455

(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 7.01 Regulation FD Disclosure.

F.N.B. Corporation (the “Company” or “F.N.B.”) is furnishing the investor presentation materials attached hereto as Exhibit 99.1, which are to be used by F.N.B. management in meetings with investors, analysts and others beginning on August 15, 2016. The presentation materials will be posted on the Company’s website, www.fnbcorporation.com. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be 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 Company’s investor presentation materials set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

Exhibit #	Description
99.1	F.N.B. Corporation Investor Presentation – Third Quarter 2016, dated August 15-16, 2016.

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: August 16, 2016

EX-99.1

F.N.B. Corporation

Investor Presentation

Third

Quarter 2016

August 15-16, 2016

Exhibit 99.1

The

presentation

includes

“snapshot”

information

about

F.N.B.

Corporation

used

by

and

of

illustration

and

is

not

intended

as

a

full

business

or

financial

review

and

should

be

viewed

in

the

context

of

all

the

information

made

available

by

F.N.B.

Corporation

in

its

SEC

filings.

The

information

provided

in

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

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

the

risks

discussed

in

F.N.B.

Corporation’s

2015

Form

10-K

such

as:

(1)

a

significant

increase

in

competitive

pressures

on

financial

institutions;

(2)

a

challenging

interest

rate

environment;

(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

operations

or

customers;

(7)

changes

and

trends

in

the

capital

markets;

(8)

housing

prices;

(9)

job

market;

(10)

consumer

confidence

and

spending

habits;

(11)

estimates

of

fair

value

of

certain

F.N.B.

Corporation

assets

and

liabilities;

(12)

the

effects

of

current,

pending

and

future

legislation,

regulation

and

regulatory

actions,

and

(13)

the

impact

of

federal

regulated

agencies

that

have

oversight

or

review

of

F.N.B.

Corporation’s

business

and

securities

activities.

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

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

21,

2016,

and

in

its

periodic

filings

with

the

Securities

and

Exchange

Commission.

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

2

Cautionary Statement Regarding Forward-Looking Information and Non-

GAAP Financial Information

3

This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, 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 (“FNB”) and Yadkin Financial Corporation (“Yadkin”). Forward-looking statements are typically

identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions.  These

forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in FNB and Yadkin reports filed with the SEC and those identified elsewhere in

this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals in

a timely manner and without significant expense or other burdens; meet other closing conditions to the Merger, including applicable regulatory approvals and the approval by FNB and

Yadkin shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties and delays in integrating the FNB and Yadkin businesses or fully realizing anticipated cost

savings and revenues; business disruption following the Merger; the challenges attendant  to entering a new remote geographic market, changes in asset quality and credit risk; the inability

to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of FNB products and services by Yadkin customers; customer

borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions or to

effectively implement integration and data conversion plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and

timing of technological changes, capital management activities, and other actions and policies of the Federal Reserve Board and the Office of the Comptroller of the Currency and legislative

and regulatory actions and reforms. FNB and Yadkin undertake no obligation to revise their respective 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 FNB and Yadkin have respectively provided

additional measures of operating results, net income and earnings per share (EPS) adjusted to exclude certain costs, expenses, and gains and losses. FNB and Yadkin believe 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 Appendix to this presentation contains non-GAAP financial measures used by the FNB and Yadkin to provide information useful to investors in understanding

each Company’s respective operating performance and trends, and facilitate comparisons with the performance of each of FNB’s and Yadkin’s respective peers. While each of FNB and

Yadkin believe that these non-GAAP financial measures are useful in evaluating each company, 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 each of FNB and Yadkin 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 each of FNB’s and Yadkin’s financial results disclosed

on July 21, 2016 and in its periodic filings with the Securities and Exchange Commission.

ADDITIONAL INFORMATION ABOUT THE MERGER

This communication is being made in respect of the proposed transaction involving Yadkin and FNB. This material is not a solicitation of any vote or approval of Yadkin’s or FNB's

shareholders and is not a substitute for the joint proxy statement/prospectus or any other documents which Yadkin and FNB may send to their respective shareholders in connection with the

proposed merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities.

F.N.B. Corporation and Yadkin Financial Corporation will file a joint proxy statement/prospectus and other relevant documents with the SEC in connection with the merger.

THE RESPECTIVE SHAREHOLDERS OF AND F.N.B. CORPORATION AND YADKIN FINANCIAL CORPORATION ARE ADVISED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR

SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statements/prospectuses and other relevant materials (when they become available), and any other documents F.N.B. Corporation and Yadkin Financial Corporation have filed

with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation

has filed with the SEC by contacting James Orie, Chief Legal Officer,  F.N.B. Corporation, One North Shore Center, Pittsburgh, PA 15212 , telephone: (724) 983-3317; and may obtain free

copies of the documents Yadkin Financial Corporation has filed with the SEC by contacting Terry Earley, CFO, Yadkin Financial Corporation, 3600 Glenwood Avenue, Raleigh, NC 27612,

telephone: (919) 659-9015.

F.N.B. Corporation and Yadkin Financial Corporation and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of

F.N.B. Corporation and Yadkin Financial Corporation in connection with the proposed merger. Information concerning such participants' ownership of F.N.B. Corporation and Yadkin

Financial Corporation common shares will be set forth in the joint proxy statements/prospectuses relating to the merger when they become available. This communication does not constitute

an offer of any securities for sale.

F.N.B. Corporation

About F.N.B. Corporation

Favorably Positioned for Long-Term Success

4

About

F.N.B.

Corporation

–

Pro

Forma

with

Yadkin

•

Assets: $28.7 billion

(1)

•

Loans: $19.8 billion

(1)

•

Deposits: $21.1 billion

(1)

•

#6 bank in Raleigh

•

#8 bank in Charlotte

•

#6 bank in Piedmont Triad

(5)

(1) Pro-Forma for pending acquisition of Yadkin Financial Corporation as of 6/30/16 (2) As of August 10, 2016 TSR for FNB, includes the market capitalization for YDKN

and FNB combined based on closing prices. (3) SNL Financial, MSA retail market share (excludes custodian banks). (4) Pro-Forma for pending HBAN acquisition of FMER. 

(5) Greensboro –

High Point MSA and Winston –

Salem MSA.

5

•

Headquarters: Pittsburgh, PA

•

Banking locations: 430

(1)

•

Pro-Forma Market Capitalization: $3.9 billion

(2)

High-Quality,

Growing Regional Financial

Institution

Operating Strategy

•

Middle market regional bank focused on serving consumer and wholesale banking clients

•

Reposition and reinvest in the franchise

•

Expand market share potential and organic growth opportunities

•

Maintain disciplined expense control

•

Maintain a low-risk profile

•

Attractive and expanding footprint: Banking locations spanning eight states

•

Leading presence with top regional bank market share in major metropolitan markets

(3)

•

#3 bank in Pittsburgh

•

#8 bank Baltimore

•

#13 bank in Cleveland

(4)

Well-Positioned for Sustained

Growth

Consistent, Strong Operating

Results

•

High-quality earnings

•

Top-quartile profitability performance

•

Industry-leading, consistent organic loan growth results

•

Solid shareholder return -

5-year total return of 77%

(2)

•

Attractive dividend yield ranked among the top 15% of the top 100 U.S. banks and thrifts

•

Strong return on tangible common equity, expected to be further supported by planned

Yadkin acquisition

•

FNB currently trades at a discount to peers on an earnings basis

Superior Returns with Valuation

Upside

2009-2011

2012

2013

2014

2015

2016

PEOPLE

Talent Management

Strengthened team

through key hires;

Continuous team

development

Attract, retain, develop best talent

Chief Technology &

Chief Marketing Officer

Filled, Launched Project

Management Office,

Chief

Wholesale Banking

and Chief Consumer

Banking Officer Filled

Director

of Data Enterprise

Management, Director of

Product & Segment Strategy,

Director of Interest Rate Sales

& Marketing Filled

Geographic

Segmentation

Regional

model

Regional

Realignment

Created

5

&

6

Regions

Announced Pittsburgh

as HQ

Improved market share in

Central PA

PROCESS

Sales

Management/Cross Sell

Proprietary sales

management

system

developed &

implemented: Balanced

scorecards

Consumer

Banking Scorecards

Consumer Banking

Refinement/Daily Monitoring

Continued Utilization

Commercial Banking Sales Mgt.

Expansion to additional lines of business:

Private Banking, Insurance,

Wealth Management

Continued Enhancements

PRODUCT

Product Development

Deepened

product set

and niche areas allow

FNB to successfully

compete with larger

banks and gain share

Private

Banking,

ABL, Small Business Realignment

Treasury Mgt.

Capital Markets,

online and

mobile banking investment

/implementation –

Online banking enhancements,

mobile

banking and app

Online/mobile banking infrastructure

complete with mobile remote deposit

capture and online budgeting tools.

New website launched,

ApplePay™, International

Banking

Intelligent Teller Machines,

new retail product branding,

digital in-branch kiosks,

upgrades to mobile banking

app, new commercial banking

app

PRODUCTIVITY

Branch Optimization

Continuous

evolution of

branch network to

optimize profitability and

growth prospects

De-Novo

Expansion 13 Locations

BAC Branches

FITB Branches,

Opened innovative banking

center in State College, PA

Consolidate 8

Locations

Consolidate

37

Locations

Consolidate

7

Locations

Consolidate

1 Location

Consolidate

6 Locations

Consolidate 9

Locations

Acquisitions

Opportunistically expand

presence in attractive

markets

CB&T

PVSA

ANNB

PVFC

BCSB

OBAF

METR

YDKN Announced

Reposition

and

Reinvest

–

Long-Term

Plan

to

Build

Infrastructure

for

a

Larger

Organization

6

th

th

Acquisition Strategy

Acquisition-Related Expansion Enhances Organic Growth

FNB Announces Agreement to Acquire Yadkin Financial

7

Disciplined

Acquisition

Strategy

–

Platform

for

Organic

Growth

Disciplined and Consistent Acquisition Strategy

Strategy

Disciplined identification and focus on markets that offer

attractive consumer demographics and commercial opportunities

Provides geographic & portfolio diversification through increased

number of commercial prospects providing further granularity of

risk

Criteria

Shareholder value creation

Strategically relevant

Financially attractive, with limited diminution of capital

Fulfills stated investment thesis financial objectives

Evaluation

Targeted financial metrics and capital recoupment

Proficient and experienced due diligence team

Comprehensive due diligence process

Execution

Superior process for immediate conversion

Execute FNB’s proven, scalable, business model

Proven success assimilating FNB’s strong sales culture

Fully integrated into FNB’s risk and credit culture and processes

Deploy FNB’s credit underwriting platform and standards

Execution

Criteria

Strategy

Evaluation

8

$9.8

$12.0

$13.6

$16.1

$17.6

$21.2

$28.7

2011

2012

2013

2014

2015

Q2 2016

Q2 2016 Pro Forma

Yadkin

FNB’s Market Expansion Model has Delivered Strong Organic Growth…

2011 Total Assets: $9.8 bn

Pro Forma Q2 2016 Total Assets: $28.7 bn

10 Acquisitions since 2011

Total Assets

(in $ billions)

(1) Organic balances exclude initial respective balances acquired upon transaction close for BAC(9/2015), OBAF (9/2014), BCSB

(2/2014), PVFC (10/2013), ANNB (4/2013),

PVSA (1/2012) and CBT (1/2011).

2010 - 2015

Loans

Transaction Deposit

and Customer Repos

Total Growth

14.9%

15.2%

Organic Growth

(1)

9.2%

9.6%

9

Tangible Book Value per Share Growth Since 2009

Efficiency Ratio

… and Enhanced Operating Leverage Resulting in Tangible Book Value Growth

Peer Median

(2)

FNB

Source: SNL Financial.

(1)

Defined as the percentage change in operating revenue (net interest income + non-interest income, excluding realized gains on

securities and nonrecurring revenue as

defined by SNL Financial) during the period less the percentage change in noninterest expense (excluding nonrecurring expense

as

defined by SNL Financial).

(2)

Publicly traded banks with between $10 -

$50 billion in assets nationwide. Excludes banks who went public after 2009 and Investors Bancorp due to its conversion from a

MHC between 2009 and 2015.

Operating Leverage –

2009 to 2015

(1)

Peer Median

(2)

FNB

10

59%

62%

61%

62%

64%

63%

62%

62%

59%

60%

58%

59%

58%

56%

55%

57%

59%

61%

63%

65%

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2015Y

$4.17

$4.40

$4.81

$4.93

$5.43

$5.99

$6.38

2009Y

2010Y

2011Y

2012Y

2013Y

2014Y

2015Y

19.3%

(0.7%)

Yadkin: Compelling Strategic and Financial Rationale 

Creates a Premier Middle

Market Regional Bank in

the Mid-Atlantic and

Southeast

Significant Long-Term

Shareholder Value Creation

Experienced Acquirer and

Proven Market Expansion

Model

(1) Includes Pittsburgh MSA, Baltimore MSA, Raleigh MSA, Charlotte MSA and the Piedmont Triad (Greensboro –

High Point MSA and Winston –

Salem MSA).

11

Extends FNB’s footprint into attractive high-growth metro markets in the Southeast

Transforms FNB’s growth profile with nearly half of pro forma franchise in large, attractive markets

Top 10 deposit market share in five major metro markets with population greater than 1 million

(1)

Nearly $30 billion in pro forma assets with increased scale and business opportunities

Leverages FNB’s investments in technology and compliance

Expertise and product set to deepen customer penetration

Expect high retention rate of market leadership and customer-facing employees

Empowers Yadkin’s experienced bankers

Well-positioned to attract additional in-market talent

Financially attractive transaction with conservative assumptions

Mid-to-high single digit earnings accretion

TBV per share earnback of 4.5 years

Modeled to flat interest rates for next five years

Drives positive operating leverage through organic growth of middle market C&I business, consumer

banking and fee income and focused expense reductions

Positions FNB for long-term growth in a challenging interest rate and regulatory environment

Recent FNB acquisition of Metro has been closed and fully integrated

Comprehensive due diligence review and conservative credit mark

Pro forma capital ratios exceed well-capitalized levels and CRE concentration comfortably below

regulatory guidance

Yadkin

FNB

Cleveland

Pittsburgh

Baltimore

Yadkin has top 10 market share in North Carolina’s most attractive markets

Yadkin Extends FNB’s Distribution Network Into Faster Growing Southeastern

Markets

Source:  SNL Financial. Based on FDIC deposit data as of June 30, 2015. Pro forma for closed FNB and Yadkin acquisitions. (1) Totals equal to the aggregate of all

markets in which Yadkin or FNB has deposits. (2) Totals equal to weighted average by deposits in each market in which Yadkin or FNB has deposits. (3) Greensboro

–

High Point MSA and Winston –

Salem MSA. (4) Ranking for North Carolina.

Wilmington

Raleigh

Piedmont Triad

(3)

Charlotte

Harrisburg

Scranton

Philadelphia

Canton

Akron

Columbus

Cincinnati

Charleston

Annapolis

Knoxville

Columbia

12

Population

(mm)

(1)

Population

Growth

('10-'16)

(2)

Market

Rank

Branches

Deposits Pro Forma

($mm)

% of

Total

Yadkin Metro Markets

Raleigh MSA

1.3

12.7%

6

12

$1,064

5%

Greensboro -

High Point MSA

0.8

4.3

6

10

846

4

Charlotte MSA

2.4

9.9

8

18

784

4

Winston-Salem

MSA

0.7

2.9

4

18

779

4

Wilmington

MSA

0.3

9.6

6

5

366

2

Yadkin Total

9.7

7.0

7

100

5,203

25

FNB Total

25.6

0.0

330

15,963

75

FNB Pro Forma

35.3

1.7%

430

21,166

(4)

Significant Commercial Lending Opportunities Across FNB’s Footprint

Total C&I Businesses (000s)

(1)

Total Businesses (000s)

2013-2014 GDP Growth

(2)

Sales ($bn)

Source:

SNL Financial, U.S. Bureau of Economic Analysis, US Census Bureau. FNB Top Markets defined as the five markets outlined above. (1) Includes companies classified

with the NAICS as Healthcare and Social Assistance, Wholesale Trade, Manufacturing or Transportation and Warehousing.  (2) Measured in current dollars. Total FNB Top

Markets is calculated based on total GDP growth in the markets.

FNB Existing

Yadkin

13

408

100

97

89

77

45

FNB Top

Markets

Baltimore

MSA

Pittsburgh

MSA

Charlotte

MSA

Cleveland

MSA

Raleigh

MSA

74

19

17

16

15

7

FNB Top

Markets

Pittsburgh

MSA

Baltimore

MSA

Charlotte

MSA

Cleveland

MSA

Raleigh

MSA

$932

$236

$227

$193

$180

$96

FNB Top

Markets

Pittsburgh

MSA

Baltimore

MSA

Charlotte

MSA

Cleveland

MSA

Raleigh

MSA

3.8%

4.6%

4.5%

4.3%

3.4%

2.9%

FNB Top

Markets

Raleigh

MSA

Pittsburgh

MSA

Charlotte

MSA

Baltimore

MSA

Cleveland

MSA

Enhanced Product Offering Positions Company For Future Revenue Growth

The combined company will have a broader suite of products and services to offer new and existing commercial, wealth management

and retail customers

(1) Includes estimated revenue loss from Durbin. Excludes impact of gain on sale of trust business.

(1)

(1)

14

Corporate Banking

Small Business Banking

Investment Real Estate Financing

International Banking

Asset-based Lending

Treasury Management

SBA Banking

Builder Finance

Capital Markets

Lease Financing

Mortgage Lending

Home Equity

Consumer Lending

Wealth Management / Trust

Brokerage / Investments

Private Banking

Insurance

Q2 Annualized Fee Income ($ millions)

206

57

Fee income / Average Assets

0.99%

0.77%

Product / Service

Yadkin: Transaction Overview

(1) Non-voting common stock shareholders will elect to receive FNB shares at the exchange ratio or cash equal to exchange ratio multiplied by FNB’s 20-day trailing average

closing price ending on and including the fifth such trading day prior to the closing date. Yadkin has 200K non-voting common shares (0.4% of shares outstanding).

(2) Based on

FNB’s 20-day trailing average closing price of $12.66 as of July 20, 2016.

(3) Based on Yadkin TBV per share at June 30, 2016 of $12.28. (4) Net of existing credit mark of $43.7

million and current ALLL balance of $11.6 million.

Consideration

Fixed 2.16x exchange ratio; 100% stock

(1)

$27.35 per Yadkin share

(2)

Yadkin shareholders will own

~35% of FNB

Deal Value

Approximately $1.4 billion

(2)

Key Pricing Ratios

14.2x Price / 2017E EPS, based on Yadkin consensus estimates

11.2x Price / 2017E adjusted EPS with fully phased cost savings

2.23x Price / tangible book value

(3)

Required Approvals

Customary regulatory

FNB and Yadkin shareholders

Expected Closing

Q1 2017

Key Assumptions

Cost savings: 25% of Yadkin’s non-interest expense base, phased in 75% in 2017 and 100% thereafter

Credit mark: Gross mark at 3.6% of gross loans, representing a net credit mark of 2.6%

(4)

One-time transaction expenses: ~$100 million pre-tax

Core deposit intangible: 1.8% amortized over 10 years (SOYD)

Board Seat

One Yadkin Board member to join FNB Board following the closing of the transaction

Estimated Pro Forma

Impact

Accretive to GAAP EPS by ~5.5% and cash EPS by ~6.5% in 2018 and growing thereafter

TBV per share dilution: ~8.5% with 4.5 years earnback using crossover method and 14 months on a

pro forma earnings basis

IRR: ~20%

No additional capital raise required –

HoldCo and Bank will remain well-capitalized in accordance with

regulatory guidelines

15

Comprehensive due diligence process led by FNB’s cross-functional integration teams

Constructed a detailed bottoms-up five year financial forecast model incorporating assumptions from business due diligence teams

Extensive credit due diligence, including thorough loan file review and credit re-underwriting

Reviewed two-thirds of all commercial loan exposures

Thorough review of all compliance, legal and operational risks

Pro forma CRE concentration comfortably below regulatory guidance

Maximizing Execution Certainty

Thorough Due Diligence Process

Keys to Successful Integration

Highly

experienced

integrator

–

successfully

converted

nine

bank

/

branch

acquisitions

since

2010

Developed proprietary step-by-step playbook

Dedicated integration teams led by experienced management from large institutions

Systems / Operational

Integration

Current leadership will remain highly involved post closing

Steve Jones, Chief Banking Officer, will lead North and South Carolina market

Expect high retention of market leadership and customer-facing employees

Well-positioned to attract additional in-market talent to supplement existing teams

People Integration / Local

Management Team

Similar customer-focused, commercially oriented business model

FNB consistently recognized as a top-tier employer in its major markets

Culture

Deeply embedded in FNB’s culture and processes

Built a robust and scalable compliance, risk management and technology infrastructure

Risk Management

Proactive outreach and discussion of transaction benefits

Increased products and services

Focus on building community brand awareness

Customers / Communities

16

The amount of time until the projected TBV

per share for the combined company

exceeds the standalone FNB projected TBV

per share

Restructuring charge at close included in

initial dilution, remainder of restructuring

charge reflected in projected TBV per share

Combined Earnings

Crossover Method

The amount of time until the projected TBV

per share for the combined company

exceeds the standalone FNB TBV per share

at close (i.e. before dilution)

Restructuring charge at close included in

initial dilution, remainder of restructuring

charge reflected in pro forma projected

TBV

~4.5 Years

14 Months

Static Method

“Quick and dirty” estimate of earnback

based on TBV per share dilution at close

divided by cash EPS accretion in the first

year (2018)

Does not give any credit for future earnings

growth

Includes only the restructuring charge

incurred at close

~8.5 Years

Yadkin: Tangible Book Value Per Share Earnback Approaches

17

Close

2017

2018

2019

2020

2021

2022

Standalone

Pro Forma

Close

2017

2018

2019

Standalone

Pro Forma

Operating Results

2Q16 Highlights and Trends

18

Full

Year

Financial

Highlights

–

Annual

Trends

2015

2014

2013

2012

2011

Quality

Operating

Earnings

(1)

Net income available to common shareholders

($ millions)

$153.7

$135.6

$123.5

$117.8

$90.3

Earnings

per diluted common share

$0.87

$0.80

$0.84

$0.84

$0.72

Profitability

Performance

ROTCE

(1)

14.52%

14.72%

17.35%

18.75%

16.32%

ROTA

(1)

1.06%

1.06%

1.09%

1.12%

1.02%

Net interest

margin

3.42%

3.59%

3.65%

3.73%

3.79%

Core net interest

margin

3.39%

3.55%

3.62%

3.67%

3.79%

Efficiency ratio

56.1%

57.2%

58.9%

57.7%

59.7%

Strong 

Balance

Sheet

Organic Growth

Trends

(2)

Total

loan growth

9.7%

9.0%

6.3%

4.3%

5.2%

Commercial

loan growth

8.6%

9.1%

7.1%

5.4%

5.8%

Consumer loan

growth

(3)

11.4%

13.8%

12.8%

7.4%

4.4%

Transaction deposits and customer repo growth

(4)

7.4%

6.3%

7.9%

9.6%

8.0%

(1)

Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details; (2) Full-year average organic growth results.  Organic growth

results exclude initial balances acquired in the following acquisitions; BofA 3Q15, OBAF 3Q14, BCSB 1Q14, PVFC 4Q13, ANNB 2Q13, PVSA 1Q12,

CB&T 1Q11; (3) Consumer includes Residential, Direct Installment, Indirect Installment and Consumer LOC portfolios; (4) Total deposits excluding

time deposits.

19

2Q16 Operating Highlights

Continued Momentum and Positive Trends

(All comparisons refer to the first quarter of 2016, except as

noted)

Operating

(1)

net income available to common shareholders of $46.1 million; operating earnings per diluted

common share of $0.22

Continued revenue growth and diligent expense management

Record total operating revenue of $208

million

(1)

; Linked-quarter revenue growth achieved for

fourteen straight quarters

Positive results from previous investments made in fee-based business units; mortgage banking,

insurance, wealth management and capital markets

Solid organic loan growth results

Total average organic loan growth of 4.3% annualized, marks 28

consecutive linked-quarter of

total organic growth

0.3% annualized commercial loan growth (impacted by acquired commercial loan sales); 9.7%

annualized consumer loan growth

(2)

Solid organic deposit and customer repo growth results

Total average organic deposit and customer repo growth of 3.8% annualized; total average

organic transaction deposit and customer repo growth of 4.3% annualized

(1) Operating results, a non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details; (2) Includes

Direct Installment, Indirect Installment, Residential and Consumer LOC portfolios.

20

th

2Q16 Operating Highlights (cont’d)

Continued Positive Trends (All comparisons refer to the first quarter of 2016, except as noted)

Solid profitability performance

Return

on

average

tangible

assets

of

1.04%

(1)

,

Return

on

average

tangible

common

equity

of

14.70%

(1)

Core net interest margin

(2)

of 3.35%, slightly compressed from the first quarter of 2016.

Efficiency ratio of 55.4%, compared to 56.4% in the prior quarter and 56.0% in the year-ago quarter. 

Second quarter 2016 reflects the seventeenth consecutive quarter below 60%

2Q16 Strategic Developments and Corporate Recognition

On April 22, 2016, closed the acquisition on Pittsburgh area Fifth Third branches

Recognized as Top Workplace in Northeastern Ohio by the Cleveland Plain Dealer.

(1) Operating results, a non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details; (2) Excluding

accretable yield adjustments associated with acquired loan accounting

21

2Q16

Financial

Highlights

–

Quarterly

Trends

Current

Quarter

2Q16

Previous

Quarter

1Q16

Prior-Year

Quarter

2Q15

Operating

Earnings

(1)

NI available to common shareholders ($ millions)

$46.1

$40.7

$38.4

Earnings

per diluted common share

$0.22

$0.21

$0.22

Profitability

Performance

ROTCE

(1)

14.70%

13.71%

14.72%

ROTA

(1)

1.04%

1.01%

1.08%

Reported

net interest

margin

3.41%

3.40%

3.43%

Core net interest

margin

(2)

3.35%

3.38%

3.39%

Efficiency ratio

55.4%

56.4%

56.0%

Strong 

Balance

Sheet

Organic Growth

Trends

(Average,

%

Annualized)

(3)

Total

loan growth

4.3%

8.2%

8.8%

Commercial

loan growth

0.3%

11.3%

9.6%

Consumer loan

growth

(4)

9.7%

4.5%

7.6%

Total deposit and customer repo growth

3.8%

6.2%

7.0%

Transaction

deposits and customer repo

growth

(5)

4.3%

7.9%

9.4%

(1) Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details; (2) Excluding accretable yield

adjustments associated with acquired loan accounting; (3) Average, annualized linked quarter organic growth results. 

Organic growth results exclude initial balances acquired via acquisition; (4) Includes Direct Installment, Indirect Installment,

Residential and Consumer LOC portfolios; (5) Total deposits excluding time deposits.

22

Investment Thesis

Long-Term Investment Thesis

23

Strengthens FNB’s Long Term Investment Thesis

FNB’s long-term investment thesis remains unchanged with a commitment to efficient capital management and

creating value for our combined shareholders

Long-Term Investment Thesis: Targeted Annual Total Return for Shareholders of 9-12%

Thesis Centered on a Balanced Combination of Capital Management, EPS Growth and Dividend Yield

Efficient Capital

Management

Sustainable, Profitable

Growth

Attractive Dividend Yield

(1) Dividend yield based on FNB stock price as of August 5, 2016. Top 100 banks and thrifts based on market cap.

24

Disciplined, profitable deployment of capital, both organically and acquisition-related, to deliver

sustained EPS growth

Commitment to an attractive dividend, balanced with growth and capital objectives

Current dividend yield of 3.8% ranks in the top 15% among the top 100 U.S. banks and thrifts

(1)

Retain capital needed to support organic growth

Maintain capital levels commensurate with lower-risk profile

Optimize risk / reward balance

New metro markets represent a significant opportunity to continueorganic growth

Source: SNL Financial. Market data as of 8/9/2016. All estimates are based on median consensus.

(1) Publicly traded banks with between $10 -

$50 billion in assets nationwide. (2) Refer to appendix for Non-GAAP reconciliation

Despite

strong

pro

forma

metrics,

FNB

currently

trades

at

a

discount

to

peers

(1)

Creating a Top Performing Bank with Superior Returns

2Q16 Operating ROATCE

(2)

P / 2016E EPS

P / 2017E EPS

2Q16 Net Interest Margin

2Q16 Efficiency Ratio

2Q16 Operating ROTA

(2)

13.6x

16.6x

15.4x

14.2x

FNB

Peer Upper

Quartile

Peer Median

Peer Lower

Quartile

12.4x

14.9x

13.8x

13.0x

FNB

Peer Upper

Quartile

Peer Median

Peer Lower

Quartile

25

55%

14.7%

1.0%

3.4%

3.7%

3.3%

3.1

%

FNB

Peer Upper

Quartile

Peer Median

Peer Lower

Quartile

1.2%

1.0%

0.8%

FNB

Peer Upper

Quartile

Peer Median

Peer Lower

Quartile

49%

61%

67%

FNB

Peer Upper

Quartile

Peer Median

Peer Lower

Quartile

14.2%

11.2%

9.6%

FNB

Peer Upper

Quartile

Peer Median

Peer Lower

Quartile

Pro Forma Capital Levels Position FNB for Future Growth

Total Capital Ratio

Note: Well-capitalized requirements in accordance with Basel III standards.

Tier 1 Common Ratio

Tier 1 Ratio

TCE / TA

6.7%

6.9%

FNB 6/30/16

Pro Forma

at Close

6.5%

9.2%

Well-Capitalized

Requirement

Pro Forma

at Close

8.0%

9.6%

Well-Capitalized

Requirement

Pro Forma

at Close

10.0%

11.5%

Well-Capitalized

Requirement

Pro Forma

at Close

FNB’s pro forma capital ratios are expected to exceed well-capitalized thresholds

26

Source: SNL Financial. Market data as of 8/9/2016. All estimates are based on median consensus.

(1) Publicly traded banks with between $10 -

$50 billion in assets nationwide.

Bank tangible book value valuation is highly correlated to returns on equity

Transaction

Impact:

Significant

upside

Relative Valuation Compared to Peers

27

R² = 78%

0.50x

0.75x

1.00x

1.25x

1.50x

1.75x

2.00x

2.25x

2.50x

2.75x

3.00x

5%

6%

7%

8%

9%

10%

11%

12%

13%

14%

15%

16%

17%

18%

19%

20%

2017E ROATCE (%)

Dividend Yield Trends Relative to Peers

Dividend Yield as of Respective Period-End

(1)

FNB %

Ranking

(2)

2012

91

2013

91

2014

87

2015

84

2Q16

87

(1) Represents

annualized

dividend

yield

based

on

share

price

on

last

trading

day

for

each

period

shown;

(2)

Percentile

ranking

relative

to

peer

median

results for each period shown.  Peer data per SNL Financial.

28

3.83%

3.60%

3.60%

3.80%

4.52%

2.28%

2.12%

1.87%

1.72%

1.95%

2Q16

2015

2014

2013

2012

FNB

Peer Median

st

st

th

th

th

Supplemental Information

29

Supplemental Information Index

Yadkin Transaction Tangible Book Value per Share Dilution

Diversified Loan Portfolio

Deposits and Customer Repurchase Agreements

Investment Portfolio

Regency Finance Company Profile

Peer Group Listing

GAAP to Non-GAAP Reconciliation

30

Yadkin: Tangible Book Value per Share Dilution Calculation

31

Net Credit Mark Calculation

Total loans at June 30, 2016

5,408

Disclosed gross credit mark

3.6%

Gross credit mark

192

Deductions:

Existing loan loss reserves

(12)

Existing YDKN credit marks from prior acquisitions

(44)

Net Mark

137

Tax

36%

After tax

87

$ millions

Millions of

shares

$ per share

1. YDKN Standalone TBV Roll Forward

YDKN TBV as of June 30, 2016

$634

51.6

12.28

Three Quarters of Consensus Median Earnings Prior to Close

1.32

Three Quarters of $0.10 Per Share Common Dividends

(0.30)

Intangible Amoritzation

5.0

0.10

Standalone YDKN Tangible Book Value at Close

691

51.6

13.40

2. Calculation of Intangibles Created

Yadkin TCE at close

691

(+) Net After-tax Credit Mark

(87)

Adjusted Tangible Book Value

604

Deal Value

1,410

Excess over Adjusted TBV

807

(+) CDI Created

(63)

(+) DTL on CDI

23

Goodwill created

766

Core Deposit Intangible

63

Total Intangibles Created

829

3. Calculation of TBV Dilution on Pro Forma FNB

Standalone FNB Tangible Book Value at Close

1,402

210.1

6.67

Equity Consideration to Yadkin

1,410

111.4

Goodwill and Intangibles Created

(829)

(+) After Tax Acquisition Expenses

(22)

Pro Forma FNB Tangible Book Value at Close

1,960

321.5

6.10

TBV Dilution at Close (%)

8.5%

Diversified Loan Portfolio

Note: Balance, CAGR and % of Portfolio based on period-end balances

6/30/2016

CAGR

% of Portfolio

($ in millions)

Balance

12/31/11-

6/30/2016

12/31/11

6/30/2016

C&I

$3,015

19.3%

20%

21%

CRE:  Non-Owner Occupied

3,374

25.9%

17%

23%

CRE:

Owner Occupied

1,982

13.0%

17%

14%

Commercial Leasing

265

21.3%

2%

2%

Total Commercial

$8,636

19.9%

56%

60%

Consumer

Home Equity

2,818

16.7%

21%

20%

Residential

Mortgage

1,647

24.2%

10%

11%

Indirect

1,063

16.9%

8%

7%

Other

209

4.7%

3%

1%

Regency

188

3.1%

2%

1%

Total Loan Portfolio

$14,563

18.2%

100%

100%

Well diversified portfolio

Strong growth results driven by commercial loan growth

$14.6 Billion Loan Portfolio

June 30, 2016

C&I + Owner Occupied CRE =

34% of Total Loan Portfolio

32

Commercial &

Industrial

21%

Consumer

Home Equity

19%

Residential

Mortgage 11%

Indirect 7%

Other 1%

Regency 1%

Commercial

Leases

2%

CRE: Non-

Owner

Occupied

23%

CRE: Owner

Occupied 14%

Deposits and Customer Repurchase Agreements

Note: Balance, CAGR and % of Portfolio based on period-end balances; (1) Transaction deposits include savings, NOW, MMDA and non-interest

bearing deposits; (2) December 31, 2011 through June 30, 2016

6/30/2016

CAGR

(2)

Mix

%

($ in millions)

Balance

12/31/11

-

6/30/16

12/31/11

6/30/16

Savings,

NOW, MMDA

$8,942

21.0%

48%

57%

Non-Interest Bearing

3,969

27.3%

17%

25%

Time Deposits

2,618

4.4%

27%

17%

Customer

Repos

280

-17.0%

8%

2%

Total

Deposits and

Customer Repo Agreements

$15,808

16.5%

100%

100%

Transaction

Deposits

(1)

and

Customer Repo

Agreements

$13,191

20.1%

73%

83%

Loans to Deposits

and Customer Repo Agreements Ratio =

92% at June 30, 2016

New client acquisition and relationship-based focus reflected in favorable deposit mix

–

16.5% average growth for transaction deposits and customer repo agreements

(2)

–

83% of total deposits and customer repo agreements are transaction-based deposits

(1)

$15.8 Billion Deposits and

Customer Repo Agreements

June 30, 2016

33

Non-Interest

Bearing

25%

Savings, NOW,

MMDA

57%

Customer

Repos

2%

Time Deposits

17%

%

Ratings

($ in millions

(1)

)

Portfolio

Investment %

Agency MBS

$1,997

48%

AAA

100%

CMO Agency

1,114

27%

AAA 

100%

Agency Senior Notes

674

16%

AAA

100%

Municipals

314

7%

AAA

AA

A

BBB

2%

78%

20%

<1%

Commercial MBS

(2)

54

1%

AAA

100%

US Treasury

31

1%

AAA

100%

Other

14

<1%

Various/

NR

Total Investment Portfolio

$4,198

100%

98% of total portfolio rated AA or better, 99% rated A or better

Relatively low duration of 3.0

Municipal bond portfolio

Highly rated with an average rating of AA and 80.0% of the portfolio rated

A or better

General obligation bonds = 99.8% of portfolio

96% from municipalities located throughout Pennsylvania, Ohio and

Maryland. 

Ratings

0.5%

Investment Portfolio

(1)

Amounts reflect GAAP

(2)

Comprised of Ginnie Mae Project Loans and FNMA DUS bond holdings

Highly Rated $4.2 Billion Investment Portfolio

June 30, 2016

Composition

34

Available for

Sale, 51%

Held to

Maturity, 49%

AAA,

92.4%

AA,

5.8%

A, 1.6%

BBB,BB,B

CCC,CC,Ca,C

Non-Rated

Consumer finance business with over 80 years of consumer lending experience

Credit quality: 2Q16 net charge-offs to average loans of 3.63%

Returns: 2Q16: ROA 4.02%, ROE 45.60%, ROTE 51.13%

Regency Finance Company Profile

Tennessee

Ohio

Pennsylvania

Kentucky

77 Locations

Spanning Four

States

Regency Finance Company

$188 Million Loan Portfolio

89% of Real Estate Loans are First Mortgages

35

18%

1%

17%

64%

Sales Finance

Deferred Loan Fees

Real Estate

Direct

Peer Group Listing

36

Ticker

Institution

Ticker

Institution

ASB

Associated Bancorp

MBFI

MB Financial, Inc.

BANC

Banc of California, Inc.

NYCB

New York Community Bancorp, Inc.

BKU

BankUnited, Inc.

ONB

Old National Bancorp

BOH

Bank of Hawaii Corporation

OZRK

Bank of the Ozarks, Inc.

BOKF

BOK Financial Corporation

PACW

PacWest Bancorp

BPOP

Popular, Inc.

PB

Prosperity Bancshares, Inc.

BXS

BancorpSouth, Inc.

PBCT

People’s United Financial, Inc.

CATY

Cathay General Bancorp

SBNY

Signature Bank

CBSH

Commerce Bancshares, Inc.

SIVB

SVB Financial Group

CFR

Cullen/Frost Bankers, Inc.

SNV

Synovus

Financial Corp.

EWBC

East West Bancorp, Inc.

STL

Sterling Bancorp

FBC

Flagstar Bancorp, Inc.

TCB

TCF Financial Corp.

FBP

First Bancorp.

TCBI

Texas Capital Bancshares, Inc.

FCNCA

First Citizens BancShares, Inc.

TRMK

Trustmark  Corp.

FHB

First Hawaiian, Inc.

UBSI

United Bankshares

FHN

First Horizon National Corp.

UMBF

UMB Financial Corp.

FMBI

First Midwest Bancorp

UMPQ

Umpqua Holdings Corporation

FULT

Fulton Financial Corp

VLY

Valley National Bancorp

GWB

Great Western Bancorp, Inc.

WAFD

Washington Federal, Inc.

HBHC

Hancock Holding Company

WAL

Western Alliance Bancorporation

HTH

Hilltop Holdings Inc.

WBS

Webster Financial Corporation

IBKC

IBERIABANK Corporation

WTFC

Wintrust

Financial Corporation

ISBC

Investors Bancorp, Inc.

GAAP to Non-GAAP Reconciliation

Operating Return on Average Tangible Common Equity

Operating Return on Average Tangible Assets

June 30, 2016

March 31, 2016

December 31, 2015

September 30, 2015

June 30, 2015

Operating net income

Net income available to common shareholders

39,290

$               

24,122

$                

37,111

$                

38,043

$                

38,121

$               

Add: Merger, acquisition and severance costs, net of tax

10,551

24,940

1,350

1,312

371

Add: Tax benefit of merger costs

(3,693)

(8,411)

(360)

(459)

(130)

Operating net income available to common shareholders

46,148

$               

40,651

$                

38,102

$                

38,896

$                

38,362

$               

Operating diluted earnings per share

Diluted earnings per common share

0.19

$                   

0.12

$                    

0.21

$                    

0.22

$                    

0.22

$                   

Add: Merger, acquisition and severance costs, net of tax

0.05

0.13

0.01

0.00

0.00

Add: Tax benefit of merger costs

(0.02)

(0.04)

(0.00)

(0.00)

(0.00)

Operating diluted earnings per common share

0.22

$                   

0.21

$                    

0.22

$                    

0.22

$                    

0.22

$                   

Operating return on average tangible common equity

Operating net income avail to common shareholders (annualized)

185,606

$              

163,925

$               

151,174

$               

154,312

$               

153,870

$              

Amortization of intangibles, net of tax (annualized)

10,551

8,404

6,965

6,711

6,751

196,157

$              

172,329

$               

158,139

$               

161,023

$               

160,621

$              

Average shareholders' common equity

2,425,345

$           

2,222,835

$            

1,992,710

$            

1,975,162

$            

1,959,143

$           

Less: Average intangible assets

1,090,542

965,594

870,843

869,110

868,133

Average tangible common equity

1,334,802

$           

1,257,240

$            

1,121,865

$            

1,106,052

$            

1,091,010

$           

Operating return on average tangible common equity

14.70%

13.71%

14.10%

14.56%

14.72%

Operating return on average tangible assets

Operating net income (annualized)

193,691

$              

172,010

$               

159,149

$               

162,287

$               

161,933

$              

Amortization of intangibles, net of tax (annualized)

10,551

8,404

6,965

6,711

6,751

204,242

$              

180,414

$               

166,114

$               

168,998

$               

168,684

$              

Average total assets

20,780,413

$         

18,916,639

$          

17,076,285

$          

16,732,310

$          

16,457,166

$         

Less: Average intangible assets

1,090,542

965,595

870,843

869,110

868,133

Average tangible assets

19,689,871

$         

17,951,044

$          

16,205,441

$          

15,863,200

$          

15,589,034

$         

Operating return on average tangible assets

1.04%

1.01%

1.03%

1.07%

1.08%

For the Quarter Ended

37

GAAP to Non-GAAP Reconciliation

Total Operating Revenue

June 30, 2016

March 31, 2016

December 31, 2015

September 30, 2015

June 30, 2015

Total Revenue

Net Interest Income (FTE)

157,160

$                  

142,817

$                  

129,430

$                  

127,151

$                  

125,572

$                  

Non-Interest Income

51,411

46,044

43,117

41,359

39,752

Less: Non-Operating Adjustments

Gain on redemption of TPS

-

(2,442)

-

-

-

Gain (Loss) on Sale of Securities

(226)

(71)

(503)

(314)

(14)

Total Operating Revenue

208,344

$                  

186,348

$                  

172,044

$                  

168,197

$                  

165,310

$                  

For the Quarter Ended

38