ETF: ETF CORP/PA/ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND OPERATING RESULTS (Form 10-Q)

MD&A represents an overview of and highlights material changes to our financial
condition and consolidated results of operations at and for the three-month
periods ended March 31, 2021 and 2020. This MD&A should be read in conjunction
with the Consolidated Financial Statements and Notes thereto contained herein
and our   2020 Annual Report on Form 10-K   filed with the SEC on February 25,
2021. Our results of operations for the three months ended March 31, 2021 are
not necessarily indicative of results expected for the full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Report may contain statements regarding our outlook for earnings, revenues,
expenses, tax rates, capital and liquidity levels and ratios, asset quality
levels, financial position and other matters regarding or affecting our current
or future business and operations. These statements can be considered
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve various
assumptions, risks and uncertainties which can change over time. Actual results
or future events may be different from those anticipated in our forward-looking
statements and may not align with historical performance and events. As
forward-looking statements involve significant risks and uncertainties, caution
should be exercised against placing undue reliance upon such statements.
Forward-looking statements are typically identified by words such as "believe,"
"plan," "expect," "anticipate," "intend," "outlook," "estimate," "forecast,"
"will," "should," "project," "goal," and other similar words and expressions. We
do not assume any duty to update forward-looking statements, except as required
by federal securities laws.
Our forward-looking statements are subject to the following principal risks and
uncertainties:
•Our business, financial results and balance sheet values are affected by
business, economic and political circumstances, including, but not limited to:
(i) developments with respect to the U.S. and global financial markets; (ii)
actions by the FRB, FDIC, UST, OCC and other governmental agencies, especially
those that impact money supply, market interest rates or otherwise affect
business activities of the financial services industry; (iii) a slowing of the
U.S. economic environment; (iv) the impacts of tariffs or other trade policies
of the U.S. or its global trading partners; and the sociopolitical environment
in the U.S.
•Business and operating results are affected by our ability to identify and
effectively manage risks inherent in our businesses, including, where
appropriate, through effective use of systems and controls, third-party
insurance, derivatives, and capital management techniques, and to meet evolving
regulatory capital and liquidity standards.
•Competition can have an impact on customer acquisition, growth and retention,
and on credit spreads, deposit gathering and product pricing, which can affect
market share, deposits and revenues. Our ability to anticipate, react quickly
and continue to respond to technological changes and COVID-19 challenges can
also impact our ability to respond to customer needs and meet competitive
demands.
•Business and operating results can also be affected by widespread natural and
other disasters, pandemics, including the ongoing COVID-19 pandemic crisis,
dislocations, terrorist activities, system failures, security breaches,
significant political events, cyber-attacks or international hostilities through
impacts on the economy and financial markets generally, or on us or our
counterparties specifically.
•Legal, regulatory and accounting developments could have an impact on our
ability to operate and grow our businesses, financial condition, results of
operations, competitive position, and reputation. Reputational impacts could
affect matters such as business generation and retention, liquidity, funding,
and the ability to attract and retain management. These developments could
include:
•Changes resulting from a new U.S. presidential administration, including
legislative and regulatory reforms, different approaches to supervisory or
enforcement priorities, changes affecting oversight of the financial services
industry, regulatory obligations or restrictions, consumer protection, taxes,
employee benefits, compensation practices, pension, bankruptcy and other
industry aspects, and changes in accounting policies and principles.
•Changes to regulations or accounting standards governing bank capital
requirements, loan loss reserves and liquidity standards.
•Unfavorable resolution of legal proceedings or other claims and regulatory and
other governmental investigations or other inquiries. These matters may result
in monetary judgments or settlements or other
                                       48
--------------------------------------------------------------------------------

remedies, including fines, penalties, restitution or alterations in our business
practices, and in additional expenses and collateral costs, and may cause
reputational harm to FNB.
•Results of the regulatory examination and supervision process, including our
failure to satisfy requirements imposed by the federal bank regulatory agencies
or other governmental agencies.
•The impact on our financial condition, results of operations, financial
disclosures and future business strategies related to ACL changes due to changes
in forecasted macroeconomic scenarios commonly referred to as the "current
expected credit loss" standard, or CECL.
•A failure or disruption in or breach of our operational or security systems or
infrastructure, or those of third parties, including as a result of
cyber-attacks or campaigns.
•The COVID-19 pandemic and the federal, state, and local regulatory and
governmental actions implemented in response to COVID-19 have resulted in a
deterioration and disruption of the financial markets and national and local
economic conditions, increased levels of unemployment and business failures, and
the potential to have a material impact on, among other things, our business,
financial condition, results of operations, liquidity, or on our management,
employees, customers and critical vendors and suppliers. In view of the many
unknowns associated with the COVID-19 pandemic, our forward-looking statements
continue to be subject to various conditions that may be substantially different
in the future than what we are currently experiencing or expecting, including,
but not limited to, a prolonged recovery of the U.S. economy and labor market
and the possible change in commercial and consumer customer fundamentals,
expectations and sentiments. As a result, the COVID-19 impact, including U.S.
government responsive measures to manage it or provide financial relief, the
uncertainty regarding its duration and the success of vaccination efforts, it is
possible the pandemic may have a material adverse impact on our business,
operations and financial performance.
The risks identified here are not exclusive or the types of risks we may
confront and actual results may differ materially from those expressed or
implied as a result of these risks and uncertainties, including, but not limited
to, the risk factors and other uncertainties described under Item 1A. Risk
Factors and the Risk Management sections of our   2020 Annual Report on Form
10-K  , our subsequent 2021 Quarterly Reports on Form 10-Q (including the risk
factors and risk management discussions) and our other 2021 filings with the
SEC, which are available on our corporate website at
https://www.fnb-online.com/about-us/investor-relations-shareholder-services.
More specifically, our forward-looking statements may be subject to the evolving
risks and uncertainties related to the COVID-19 pandemic and its macro-economic
impact and the resulting governmental, business and societal responses to it. We
have included our web address as an inactive textual reference only. Information
on our website is not part of our SEC filings.

APPLICATION OF CRITICAL ACCOUNTING POLICIES
A description of our critical accounting policies is included in the MD&A
section of our   2020 Annual Report on Form 10-K   filed with the SEC on
February 25, 2021 under the heading "Application of Critical Accounting
Policies". There have been no significant changes in critical accounting
policies or the assumptions and judgments utilized in applying these policies
since December 31, 2020.

USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS
To supplement our Consolidated Financial Statements presented in accordance with
GAAP, we use certain non-GAAP financial measures, such as operating net income
available to common stockholders, operating earnings per diluted common share,
return on average tangible common equity, return on average tangible assets,
tangible book value per common share, the ratio of tangible equity to tangible
assets, the ratio of tangible common equity to tangible assets, ACL to loans and
leases, excluding PPP loans, pre-provision net revenue to average tangible
common equity, efficiency ratio and net interest margin (FTE) to provide
information useful to investors in understanding our operating performance and
trends, and to facilitate comparisons with the performance of our peers.
Management uses these measures internally to assess and better understand our
underlying business performance and trends related to core business activities.
The non-GAAP financial measures and key performance indicators we use may differ
from the non-GAAP financial measures and key performance indicators other
financial institutions use to assess their performance and trends.
These non-GAAP financial measures should be viewed as supplemental in nature,
and not as a substitute for or superior to, our reported results prepared in
accordance with GAAP. When non-GAAP financial measures are disclosed, the SEC'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. Reconciliations of non-GAAP operating
                                       49
--------------------------------------------------------------------------------

measures to the most directly comparable GAAP financial measures are included
later in this report under the heading "Reconciliations of Non-GAAP Financial
Measures and Key Performance Indicators to GAAP".
Management believes charges such as branch consolidation costs and COVID-19
expenses are not organic costs to run our operations and facilities. These
charges are considered significant items impacting earnings as they are deemed
to be outside of ordinary banking activities. The branch consolidation charges
principally represent expenses to satisfy contractual obligations of the closed
branches without any useful ongoing benefit to us. These costs are specific to
each individual transaction, and may vary significantly based on the size and
complexity of the transaction. The COVID-19 expenses represent special company
initiatives to support our employees and the communities we serve during an
unprecedented time of a pandemic.
To provide more meaningful comparisons of net interest margin and efficiency
ratio, we use net interest income on a taxable-equivalent basis in calculating
net interest margin by increasing the interest income earned on tax-exempt
assets (loans and investments) to make it fully equivalent to interest income
earned on taxable investments (this adjustment is not permitted under GAAP).
Taxable-equivalent amounts for the 2021 and 2020 periods were calculated using a
federal statutory income tax rate of 21%.

FINANCIAL SUMMARY
Net income available to common stockholders for the first quarter of 2021 was
$91.2 million or $0.28 per diluted common share, compared to net income
available to common stockholders for the first quarter of 2020 of $45.4 million
or $0.14 per diluted common share. On an operating basis, the first quarter of
2021 earnings per diluted common share (non-GAAP) was also $0.28, compared to
the first quarter of 2020 earnings per diluted common share (non-GAAP) of $0.16,
excluding $0.02 for significant items.
Non-interest income totaled a record $82.8 million for the three months ended
March 31, 2021, up $14.3 million, or 20.8% compared to the first quarter of
2020. Return on average tangible common equity was 14.95% (non-GAAP) for the
three months ended March 31, 2021, and total revenue increased on both a
linked-quarter and year-over-year basis. We originated $0.9 billion in PPP loans
during the first quarter of 2021, and non-interest-bearing deposits reached $9.9
billion, a year-over-year increase of 52.6%, as customer activity is increasing
across the footprint with the U.S. economy moving toward reopening. Since the
beginning of 2020, we have successfully leveraged our investments in technology
and have had a significant amount of loan and deposit applications processed
through our digital channels. Compared to March 31, 2020, loans and deposits
increased $1.7 billion and $5.6 billion, respectively, resulting in a
loan-to-deposit ratio of 84.1% and 96.5% at March 31, 2021 and 2020,
respectively. We continued to strengthen our capital levels as tangible book
value per share (non-GAAP) increased to $8.01 and our CET1 risk-based capital
ratio reached an all-time high of 10.0%.
Income Statement Highlights (First quarter of 2021 compared to first quarter of
2020, except as noted)
•Earnings per diluted common share were $0.28, compared to $0.14, in the first
quarter of 2020, and $0.22 in the fourth quarter of 2020.
•Operating earnings per diluted common share (non-GAAP) was $0.28, compared to
$0.16, an increase of 75.0%.
•Total revenue of $305.7 million, up 1.5%, compared to $301.2 million, and up
1.0% compared to $302.8 million in the fourth quarter of 2020.
•Net interest income decreased $9.7 million, or 4.2%, as the lower interest rate
environment impacted asset yields.
•Net interest margin (FTE) (non-GAAP) declined 39 basis points to 2.75% from
3.14%, reflecting the extended, pandemic-impacted low rate environment, as lower
yields on securities, higher cash balances earning an average of 11 basis points
and lower loan origination rates drove asset yields lower. However, the growth
in average earning assets, reductions in the cost of interest-bearing-deposits,
strong growth in non-interest-bearing deposits and the termination of
higher-rate FHLB borrowings partially offset the impact of the lower rate
environment. On a linked-quarter basis, the net interest margin (FTE) (non-GAAP)
decreased 12 basis points to 2.75% as earning asset yields declined 22 basis
points and the total cost of funds decreased 9 basis points, with the cost of
interest-bearing deposits decreasing 12 basis points.
•Record non-interest income of $82.8 million increased $14.3 million, or 20.8%,
due primarily to strong contributions from mortgage banking, and our fee-based
businesses of insurance, capital markets and wealth management.
                                       50
--------------------------------------------------------------------------------

•The annualized net charge-offs to total average loans ratio was 0.11%, compared
to 0.10%, as a result of stable asset quality trends and an improving
macroeconomic environment at the beginning of 2021.
•Provision for credit losses declined $41.9 million, or 87.6%, as the first
quarter of 2020 provision reflected a significant deterioration in the
macroeconomic environment driven by the uncertainty caused by the COVID-19
pandemic.
•Income tax expense increased $10.7 million, or 97.3%, primarily due to higher
pre-tax earnings, as the effective tax rate was 18.9%, compared to 18.8%.
•The efficiency ratio (non-GAAP) equaled 58.7%, compared to 59.0%.
Balance Sheet Highlights (period-end balances, March 31, 2021 compared to
December 31, 2020, unless otherwise indicated)
•Growth in total average loans compared to the first quarter of 2020 was $1.9
billion, or 8.3%, reflecting commercial loan growth of $2.7 billion, or 17.8%,
partially offset by a $0.7 billion, or 8.3%, decrease in average consumer loans
primarily attributable to the sale of $0.5 billion in indirect auto loans in
November 2020. PPP loans totaled $2.5 billion at March 31, 2021, reflecting $0.9
billion of originations during the quarter, partially offset by $0.5 billion in
SBA loan forgiveness processed. There were no PPP loans outstanding at March 31,
2020.
•Total average deposits grew $4.7 billion, or 19.3%, compared to the first
quarter of 2020, primarily due to increases in average non-interest-bearing
deposits of $2.9 billion, or 46.3%, and interest-bearing demand deposits of $2.3
billion, or 21.0%, partially offset by a decrease in average time deposits of
$1.2 billion, or 24.7%. Average deposit growth reflected inflows from the PPP
and government stimulus activities, in addition to organic growth in new and
existing customer relationships.
•The ratio of loans to deposits was 84.1%, compared to 87.4%, as deposit growth
outpaced loan growth. Additionally, the funding mix continued to improve with
non-interest-bearing deposits totaling 33% of total deposits, compared to 31%.
Cash balances increased $1.3 billion to $2.7 billion due primarily to deposits
from PPP funding and government stimulus inflows.
•Total assets were $38.5 billion, compared to $37.4 billion, an increase of $1.1
billion, or 3.0%, primarily due to the increase in cash and cash equivalents due
to significant deposit growth.
•The dividend payout ratio for the first quarter of 2021 was 42.8%, compared to
86.2% for the first quarter of 2020.
•The ratio of the ACL to total loans and leases decreased to 1.42% from 1.43% at
December 31, 2020. Excluding PPP loans that do not carry an ACL due to a 100%
government guarantee, the ACL to total loan and leases ratio (non-GAAP) equaled
1.57%, compared to 1.56%. The ACL on loans and leases totaled $362 million at
March 31, 2021, essentially unchanged from $363 million at December 31, 2020.
•Tangible book value per share (non-GAAP) of $8.01 increased 7% from March 31,
2020, reflecting FNB's continued strategy to build tangible book value per share
while optimizing capital deployment.
•The CET1 regulatory capital ratio increased to 10.0%, up from 9.1%.
                                       51
--------------------------------------------------------------------------------

TABLE 1
Quarterly Results Summary                                                 1Q21                1Q20
Reported results
Net income available to common stockholders (millions)               $      91.2          $    45.4
Net income per diluted common share                                         0.28               0.14
Book value per common share (period-end)                                   15.27              14.67
Pre-provision net revenue (reported) (millions)                            120.9              106.3
Common equity tier 1 capital ratio                                          10.0  %             9.1  %
Operating results (non-GAAP)
Operating net income available to common stockholders (millions)     $      91.2          $    53.5
Operating net income per diluted common share                               0.28               0.16
Tangible common equity to tangible assets (period-end)                      7.06  %            7.36  %
Tangible book value per common share (period-end)                    $      8.01          $    7.46
Pre-provision net revenue (operating) (millions)                     $     120.9          $   116.5
Average diluted common shares outstanding (thousands)                    324,745            326,045

Significant items affecting earnings(1) (in millions)


Pre-tax COVID-19 expense                                             $         -          $    (2.0)
After-tax impact of COVID-19 expense                                           -               (1.6)

Pre-tax branch consolidation costs                                             -               (8.3)
After-tax impact of branch consolidation costs                                 -               (6.5)

Total significant items pre-tax                                      $         -          $   (10.3)
Total significant items after-tax                                    $      

$(8.1)

(1) Favorable (unfavourable) impact on the result




Industry Developments
LIBOR
The United Kingdom's Financial Conduct Authority (FCA), who is the regulator of
LIBOR, announced on March 5, 2021 that they will no longer require any panel
bank to continue to submit LIBOR after December 31, 2021. As it pertains to U.S.
dollar LIBOR, the FCA will consider the case to require continued publication,
on a synthetic basis, of 1-month, 3-month and 6-month LIBOR settings through
June 30, 2023. After such date, the LIBOR settings will no longer be
representative and representativeness will no longer be restored. It should be
noted, however, that bank regulators, in a joint statement have urged banks to
stop using LIBOR altogether on new transactions by the end of 2021 to avoid the
creation of safety and soundness risk. The FRB of New York has created a working
group called the Alternative Reference Rate Committee (ARRC) to assist U.S.
institutions in transitioning away from LIBOR as a benchmark interest rate. The
ARRC has recommended the use of the Secured Overnight Financing Rate (SOFR) as a
replacement index for LIBOR.
Similarly, we created an internal transition team that is managing our
transition away from LIBOR. This transition team is a cross-functional team
composed of representatives from the commercial, retail and mortgage banking
lines of business, as well as representatives of loan operations, information
technology, legal, finance and other support functions. The transition team has
completed an assessment of tasks needed for the transition, identified contracts
that contain LIBOR language, is in the process of reviewing existing contract
language for the presence of appropriate fallback rate language, developed and
implemented loan fallback rate language for when LIBOR is retired and identified
risks associated with the transition. The transition team is considering SOFR
and other alternative indices as a replacement to LIBOR. The financial impact
regarding pricing, valuation and operations of the transition is not yet known.
Our transition team will work within the guidelines established by the FCA and
ARRC to provide for a smooth transition away from LIBOR.
Effective October 1, 2020, we finalized the transition of new adjustable rate
mortgages away from LIBOR to SOFR. Additionally, effective October 16, 2020, we
modified our valuation methodology to reflect changes made by central
clearinghouses to their discounting methodology and interest calculation of cash
margin to SOFR for U.S. dollar cleared interest rate swaps.

                                       52
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS


Three Months Ended March 31, 2021 Compared to the Three Months Ended March 31,
2020
Net income available to common stockholders for the first three months of 2021
was $91.2 million or $0.28 per diluted common share, compared to net income
available to common stockholders for the first three months of 2020 of $45.4
million or $0.14 per diluted common share. The provision for credit losses
totaled $5.9 million, compared to $47.8 million in the first quarter of 2020
with the year-ago quarter level primarily attributable to the COVID-19 impacts
on macroeconomic forecasts used in the ACL model under the CECL standard.
Non-interest income totaled $82.8 million, increasing $14.3 million, or 20.8%.
Non-interest expense totaled $184.9 million, decreasing $10.0 million, or 5.1%.
The first three months of 2020 included the impact of branch consolidation costs
of $8.3 million and COVID-19 related expenses of $2.0 million.
Financial highlights are summarized below:
TABLE 2
                                                  Three Months Ended
                                                      March 31,                 $             %
(in thousands, except per share data)            2021           2020          Change       Change
Net interest income                           $ 222,923      $ 232,631      $ (9,708)       (4.2) %
Provision for credit losses                       5,911         47,838       (41,927)      (87.6)
Non-interest income                              82,805         68,526        14,279        20.8
Non-interest expense                            184,862        194,892       (10,030)       (5.1)
Income taxes                                     21,720         11,010        10,710        97.3
Net income                                       93,235         47,417        45,818        96.6
Less: Preferred stock dividends                   2,010          2,010             -           -

Net income available to ordinary shareholders $91,225 $45,407 $45,818 100.9% Earnings per common share – Basic

             $    0.28      $    0.14      $   0.14       100.0  %
Earnings per common share - Diluted                0.28           0.14          0.14       100.0
Cash dividends per common share                    0.12           0.12             -           -


The following table presents selected financial ratios and other relevant data
used to analyze our performance:
TABLE 3
                                                        Three Months Ended
                                                            March 31,
                                                        2021           2020
Return on average equity                                 7.62  %       3.91  %
Return on average tangible common equity (2)            14.95          7.92
Return on average assets                                 1.00          0.55
Return on average tangible assets (2)                    1.10          0.62
Book value per common share (1)                     $   15.27       $ 14.67
Tangible book value per common share (1) (2)             8.01          7.46
Equity to assets (1)                                    12.93  %      13.81 

%

Average equity to average assets                        13.19         14.07
Common equity to assets (1)                             12.65         13.51
Tangible equity to tangible assets (1) (2)               7.36          7.69

Tangible capital on property, plant and equipment (1) (2) 7.06 7.36 Common Equity Tier 1 capital ratio

                       10.0           9.1
Dividend payout ratio                                   42.78         86.24


(1) Period-end
(2) Non-GAAP
                                       53
--------------------------------------------------------------------------------

The following table provides information regarding the average balances and
yields earned on interest-earning assets (non-GAAP) and the average balances and
rates paid on interest-bearing liabilities:
TABLE 4
                                                                                          Three Months Ended March 31,
                                                                       2021                                                          2020
                                                                      Interest                                                      Interest
                                                  Average             Income/              Yield/               Average             Income/              Yield/
(dollars in thousands)                            Balance             Expense               Rate                Balance             Expense               Rate
Assets

Interest-bearing assets: Interest-bearing deposits with banks $1,557,342 $423

                 0.11  %       $    163,450          $   1,226           

3.02%


Taxable investment securities (1)                4,916,772             21,917                 1.78             5,297,596             31,335        

2.37

Tax-exempt investment securities (1)(2)          1,127,197              9,721                 3.45             1,125,766             10,068                 3.58
Loans held for sale                                164,374              1,493                 3.64                76,457                984                 5.15
Loans and leases (2) (3)                        25,452,831            220,777                 3.51            23,509,124            265,828       

4.54

Total interest-earning assets (2)               33,218,516            254,331                 3.09            30,172,393            309,441       

4.12

Cash and due from banks                            369,866                                                       375,106
Allowance for credit losses                       (369,792)                                                     (307,496)
Premises and equipment                             333,315                                                       335,594
Other assets                                     4,074,810                                                     4,079,637
Total assets                                  $ 37,626,715                                                  $ 34,655,234
Liabilities
Interest-bearing liabilities:
Deposits:
Interest-bearing demand                       $ 13,357,111              5,539                 0.17          $ 11,035,736             25,145                 0.92
Savings                                          3,280,324                172                 0.02             2,618,395              1,827                 0.28
Certificates and other time                      3,516,533              9,534                 1.10             4,669,556             22,495         

1.94

      Total interest-bearing deposits           20,153,968             15,245                 0.31            18,323,687             49,467                 1.09
Short-term borrowings                            1,819,822              7,040                 1.57             3,305,058             13,760                 1.67
Long-term borrowings                             1,093,036              6,264                 2.32             1,457,531             10,282                 2.84
Total interest-bearing liabilities              23,066,826             28,549                 0.50            23,086,276             73,509                 1.28
Non-interest-bearing demand                      9,213,181                                                     6,296,976
Total deposits and borrowings                   32,280,007                                    0.36            29,383,252                                    1.01
Other liabilities                                  385,016                                                       397,515
Total liabilities                               32,665,023                                                    29,780,767
Stockholders' equity                             4,961,692                                                     4,874,467
Total liabilities and stockholders' equity    $ 37,626,715                                                  $ 34,655,234
Net interest-earning assets                   $ 10,151,690                                                  $  7,086,117
Net interest income (FTE) (2)                                         225,782                                                       235,932
Tax-equivalent adjustment                                              (2,859)                                                       (3,301)
Net interest income                                                 $ 222,923                                                     $ 232,631
Net interest spread                                                                           2.59  %                                                       2.84  %
Net interest margin (2)                                                                       2.75  %                                                       3.14  %


(1)The average balances and yields earned on securities are based on historical
cost.
(2)The interest income amounts are reflected on an FTE basis (non-GAAP), which
adjusts for the tax benefit of income on certain tax-exempt loans and
investments using the federal statutory tax rate of 21%. The yield on earning
assets and the net interest margin are presented on an FTE basis. We believe
this measure to be the preferred industry measurement of net interest income and
provides relevant comparison between taxable and non-taxable amounts.
(3)Average balances include non-accrual loans. Loans and leases consist of
average total loans less average unearned income.
                                       54
--------------------------------------------------------------------------------

Net Interest Income
Net interest income totaled $222.9 million, decreasing $9.7 million, or 4.2%.
The decrease was primarily caused by the repricing impact on earning asset
yields from lower interest rates and was partially offset by significant
interest-earning asset growth of 10.1%. The net interest margin (FTE) (non-GAAP)
declined 39 basis points to 2.75%.
The following table provides certain information regarding changes in net
interest income on an FTE basis (non-GAAP) attributable to changes in the
average volumes and yields earned on interest-earning assets and the average
volume and rates paid for interest-bearing liabilities for the three months
ended March 31, 2021, compared to the three months ended March 31, 2020:
TABLE 5
(in thousands)                             Volume         Rate            

Report

Interest Income (1)
Interest-bearing deposits with banks     $    383      $  (1,186)     $    (803)

Securities (2)                             (3,513)        (6,252)        (9,765)
Loans held for sale                           779           (270)           509
Loans and leases (2)                       19,256        (64,307)       (45,051)
Total interest income (2)                  16,905        (72,015)       (55,110)
Interest Expense (1)
Deposits:
Interest-bearing demand                     1,236        (20,842)       (19,606)
Savings                                        31         (1,686)        (1,655)
Certificates and other time                (3,906)        (9,055)       (12,961)
Short-term borrowings                      (4,384)        (2,336)        (6,720)
Long-term borrowings                       (2,390)        (1,628)        (4,018)
Total interest expense                     (9,413)       (35,547)       (44,960)
Net change (2)                           $ 26,318      $ (36,468)     $ (10,150)


(1)The amount of change not solely due to rate or volume changes was allocated
between the change due to rate and the change due to volume based on the net
size of the rate and volume changes.
(2)Interest income amounts are reflected on an FTE basis (non-GAAP) which
adjusts for the tax benefit of income on certain tax-exempt loans and
investments using the federal statutory tax rate of 21%. We believe this measure
to be the preferred industry measurement of net interest income and provides
relevant comparison between taxable and non-taxable amounts.
Interest income on an FTE basis (non-GAAP) of $254.3 million for the first three
months of 2021, decreased $55.1 million, or 17.8%, from the same period of 2020,
resulting from the decrease in benchmark interest rates, partially offset by an
increase in interest-earning assets of $3.0 billion. The increase in
interest-earning assets was primarily driven by a $1.9 billion, or 8.3%,
increase in average total loans due to PPP activity and core origination
activity across the footprint. Average commercial loan growth totaled $2.7
billion, or 17.8%, including growth of $1.8 billion, or 33.4%, in commercial and
industrial loans. Commercial loan growth was led by strong commercial activity
in the Pittsburgh, Cleveland, South Carolina, and Mid-Atlantic regions. Average
consumer loans declined $0.7 billion, or 8.3%, was primarily due to the sale of
$0.5 billion of indirect auto installment loans in November 2020. Additionally,
the net reduction in the securities portfolio was a result of management's
strategy to deploy excess liquidity into higher yielding loans, as average
securities decreased $379.4 million, or 5.9%, given historically low and
unattractive interest rates available for reinvestment purposes. For the first
three months of 2021, the yield on average interest-earning assets (non-GAAP)
decreased 103 basis points to 3.09%, compared to the first three months of 2020,
primarily due the lower interest rate environment.
Interest expense of $28.5 million for the first three months of 2021 decreased
$45.0 million, or 61.2%, from the same period of 2020, primarily due to a
decrease in rates paid, partially offset by an increase in average
interest-bearing deposits. Average interest-bearing deposits increased $1.8
billion, or 10.0%, which reflects the benefit of organic growth, as well as
deposits from PPP funding and government stimulus activities. Average long-term
borrowings decreased $364.5 million, or 25.0%, primarily due to a decrease of
$530.8 million in long-term FHLB borrowings, partially offset by an increase of
$177.1 million in senior debt. During 2020, we utilized excess low-yielding cash
to opportunistically terminate $715 million of FHLB borrowings, and in certain
instances, their related interest rate swap. The terminated FHLB borrowings had
a 2.49% interest rate with a
                                       55
--------------------------------------------------------------------------------

remaining term of 1.6 years. During the first quarter of 2020, we issued $300
million of 2.20% fixed rate senior notes due in 2023. The rate paid on
interest-bearing liabilities decreased 78 basis points to 0.50% for the first
three months of 2021, compared to the first three months of 2020, due to reduced
costs on interest-bearing deposits and lower borrowing costs.

Provision for Credit Losses
The following table presents information regarding the credit loss expense and
net charge-offs:
TABLE 6
                                                      Three Months Ended
                                                          March 31,                        $                   %
(dollars in thousands)                             2021                2020              Change              Change
Provision for credit losses (on loans and
leases)                                        $    6,065          $  47,828          $ (41,763)               (87.3) %
Net loan charge-offs                                7,135              5,683              1,452                 25.5
Net loan charge-offs (annualized) / total
average loans and leases                             0.11  %            

0.10%



The provision for credit losses on loans and leases for the three months ended
March 31, 2021 was $6.1 million, a decrease of $41.8 million from the year-ago
quarter that reflected COVID-19 related impacts on macroeconomic forecasts used
in the ACL model. Net charge-offs were $7.1 million during the three months
ended March 31, 2021, compared to $5.7 million during the three months ended
March 31, 2020, with both periods reflecting strong asset quality.
Non-Interest Income
The breakdown of non-interest income for the three months ended March 31, 2021
and 2020 is presented in the following table:
TABLE 7
                                                     Three Months Ended
                                                         March 31,                 $             %
(dollars in thousands)                               2021           2020         Change       Change
Service charges                                  $   27,831      $ 30,128      $ (2,297)       (7.6) %
Trust services                                        9,083         7,962         1,121        14.1
Insurance commissions and fees                        7,185         6,552           633         9.7
Securities commissions and fees                       5,618         4,539         1,079        23.8
Capital markets income                                7,712        11,113        (3,401)      (30.6)
Mortgage banking operations                          15,733        (1,033)       16,766         n/m
Dividends on non-marketable equity securities         2,276         4,678        (2,402)      (51.3)
Bank owned life insurance                             2,948         3,177          (229)       (7.2)
Net securities gains                                     41            53           (12)      (22.6)
Other                                                 4,378         1,357         3,021       222.6
Total non-interest income                        $   82,805      $ 68,526      $ 14,279        20.8  %
n/m - not meaningful


Total non-interest income increased $14.3 million, to $82.8 million for the
first three months of 2021, a 20.8% increase from the same period of 2020. The
variances in significant individual non-interest income items are further
explained in the following paragraphs.
Service charges on loans and deposits of $27.8 million for the first three
months of 2021 decreased $2.3 million, or 7.6%, due primarily to lower customer
transaction volumes in the COVID-19 environment, although volumes have steadily
increased since late in the second quarter of 2020.
                                       56
--------------------------------------------------------------------------------

Trust services of $9.1 million for the first three months of 2021 increased $1.1
million, or 14.1%, from the same period of 2020, primarily driven by strong
organic revenue production and the market value of assets under management
increasing $1.5 billion, or 26.2%, to $7.2 billion at March 31, 2021.
Insurance commissions and fees of $7.2 million for the first three months of
2021 increased $0.6 million, or 9.7%, from the same period of 2020, primarily
from organic revenue growth due to the benefit of our expanded footprint.
Securities commissions and fees increased $1.1 million, or 23.8%, due to strong
activity levels across the footprint.
Capital markets income of $7.7 million for the first three months of 2021
decreased $3.4 million, or 30.6%, from $11.1 million for the same period of
2020, due to lower customer swap activity compared to record levels in the
beginning of 2020 from heightened volatility in the interest rate environment.
Mortgage banking operations income of $15.7 million for the first three months
of 2021 increased $16.8 million from the same period of 2020 as a result of
expanded gain-on-sale margins based on our improved mix of retail originations
and strong sold production levels. During the first quarter of 2021, we sold
$0.5 billion of residential mortgage loans, a 68.7% increase compared to $0.3
billion for the same period of 2020. During the first three months of 2021, we
recognized a $2.5 million favorable interest-rate related valuation adjustment
on MSRs, compared to a $7.7 million unfavorable adjustment for the same period
of 2020. Additionally, we recorded $2.3 million of higher MSR amortization for
the first three months of 2021 due to higher prepayment speeds.
Dividends on non-marketable equity securities of $2.3 million for the first
three months of 2021 decreased $2.4 million, or 51.3%, from the same period of
2020, primarily due to a decrease in the FHLB dividend rate and lower levels of
FHLB borrowings given the strong growth in deposits.
Other non-interest income was $4.4 million and $1.4 million for the first three
months of 2021 and 2020, respectively. The first three months of 2021 included a
$0.9 million increase in gain on sale of SBA loans and a $0.7 million increase
in Small Business Investment Company (SBIC) investment income.


Non-Interest Expense
The breakdown of non-interest expense for the three months ended March 31, 2021
and 2020 is presented in the following table:
TABLE 8
                                      Three Months Ended
                                          March 31,                  $             %
(dollars in thousands)               2021           2020          Change        Change

Salaries and benefits $107,303 $103,805 $3,498

      3.4  %
Net occupancy                        16,163         21,448         (5,285)      (24.6)
Equipment                            17,030         16,046            984         6.1
Amortization of intangibles           3,050          3,339           (289)       (8.7)
Outside services                     16,929         16,896             33         0.2

FDIC insurance                        4,844          5,555           (711)      (12.8)
Bank shares and franchise taxes       3,779          4,092           (313)       (7.6)

Other                                15,764         23,711         (7,947)      (33.5)
Total non-interest expense        $ 184,862      $ 194,892      $ (10,030)       (5.1) %


Total non-interest expense of $184.9 million for the first three months of 2021
decreased $10.0 million, a 5.1% decrease from the same period of 2020. On an
operating basis, non-interest expense increased $0.2 million, or 0.1%, when
excluding significant items of $8.3 million in branch consolidation costs and
$2.0 million of expenses associated with COVID-19 in the first three months of
2020. The variances in the individual non-interest expense items are further
explained in the following paragraphs.
                                       57
--------------------------------------------------------------------------------

Salaries and employee benefits of $107.3 million for the first three months of
2021 increased $3.5 million or 3.4% from the same period of 2020, primarily
related to production-related commissions and incentives corresponding with
strong production levels from mortgage banking and our fee-based businesses and
our normal annual merit increases.
Net occupancy and equipment expense of $33.2 million for the first three months
of 2021 decreased $4.3 million, or 11.5%, from $37.5 million from the same
period of 2020, primarily due to $7.2 million of branch consolidation costs in
the first three months of 2020. On an operating basis, net occupancy and
equipment expense increased $2.9 million, or 9.5%, primarily due to expansion in
key regions such as the Mid-Atlantic and South Carolina and continued digital
technology investment in the first three months of 2021.
FDIC insurance expense of $4.8 million for the first three months of 2021
decreased $0.7 million, or 12.8%, from the first three months of 2020, primarily
due to increased subordinated debt at FNBPA and improved liquidity metrics.
Other non-interest expense was $15.8 million and $23.7 million for the first
three months of 2021 and 2020, respectively, as the year-ago period included
higher levels of community giving. Additional reductions during the first three
months of 2021 included business development costs, OREO expense and operational
losses, compared to the same period of 2020.
The following table presents non-interest expense excluding significant items
for the three months ended March 31, 2021 and 2020:
TABLE 9
                                                              Three Months Ended
                                                                   March 31,                       $                  %
(dollars in thousands)                                      2021               2020              Change             Change
Total non-interest expense, as reported                 $ 184,862          $ 194,892          $ (10,030)              (5.1) %

Significant elements:

  Branch consolidations                                         -             (8,262)             8,262
  COVID-19 expense                                              -             (1,962)             1,962

Total non-interest expense, excluding significant items
(1)                                                     $ 184,862          $ 184,668          $     194                0.1  %


(1) Non-GAAP

Income Taxes
The following table presents information regarding income tax expense and
certain tax rates:
TABLE 10
                                 Three Months Ended
                                     March 31,
(dollars in thousands)          2021           2020
Income tax expense           $ 21,720       $ 11,010
Effective tax rate               18.9  %        18.8  %
Statutory federal tax rate       21.0           21.0


Both periods' tax rates are lower than the federal statutory tax rates of 21%
due to tax benefits primarily resulting from tax-exempt income on investments
and loans, tax credits and income from BOLI. Income tax expense was higher in
the first quarter of 2021 compared to the year-ago quarter due to significantly
higher pre-tax income.


                                       58
--------------------------------------------------------------------------------

FINANCIAL CONDITION
The following table presents our condensed Consolidated Balance Sheets:
TABLE 11
                                               March 31,      December 31,          $           %
(dollars in millions)                            2021             2020           Change       Change
Assets
Cash and cash equivalents                     $   2,668      $       1,383      $ 1,285       92.9  %
Securities                                        6,209              6,331         (122)      (1.9)
Loans held for sale                                 185                154           31       20.1
Loans and leases, net                            25,170             25,096           74        0.3
Goodwill and other intangibles                    2,313              2,316           (3)      (0.1)
Other assets                                      1,930              2,074         (144)      (6.9)
Total Assets                                  $  38,475      $      37,354      $ 1,121        3.0  %
Liabilities and Stockholders' Equity
Deposits                                      $  30,354      $      29,122      $ 1,232        4.2  %
Borrowings                                        2,778              2,899         (121)      (4.2)
Other liabilities                                   369                374           (5)      (1.3)
Total Liabilities                                33,501             32,395        1,106        3.4
Stockholders' Equity                              4,974              4,959           15        0.3
Total Liabilities and Stockholders' Equity    $  38,475      $      37,354  

$1,121 3.0%




Cash and cash equivalents increased in 2021 due to continued customer expansion
in our footprint, government stimulus programs and the strategic reduction in
our investment portfolio, as reinvestment opportunities were less attractive in
the low interest rate environment. The investment portfolio allocation shifted
as exposure to prepayment sensitive securities was reduced.

Lending Activity
The loan and lease portfolio consists principally of loans and leases to
individuals and small- and medium-sized businesses within our primary markets in
seven states and the District of Columbia. Our market coverage spans several
major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore,
Maryland; Cleveland, Ohio; and Charlotte, Raleigh, Durham and the Piedmont Triad
(Winston-Salem, Greensboro and High Point) in North Carolina. Since the
inception of the PPP program, we originated $3.6 billion of PPP loans, including
$0.9 billion during the first quarter of 2021.

Paycheck Protection Program
The CARES Act included an allocation of $349 billion for loans to be issued by
financial institutions through the SBA, utilizing the PPP. The Paycheck
Protection Program and Health Care Enhancement Act (PPP/HCE Act) was passed by
Congress on April 23, 2020 and signed into law on April 24, 2020. The PPP/HCE
Act authorized an additional $320 billion of funding for PPP loans. As of
March 31, 2021, we had approximately $2.5 billion of PPP loans outstanding, net
of unamortized net deferred fees of $58.6 million, which are included in the
commercial and industrial category. During the first quarter of 2021, $0.5
billion of PPP loan balances were forgiven by the SBA.

PPP loans are forgivable, in whole or in part, if the proceeds are used for
payroll and other permitted purposes in accordance with the requirements of the
PPP. Loans closed prior to June 5, 2020, carry a fixed rate of 1.00% and a term
of two years, if not forgiven, in whole or in part. Payments are deferred until
after a forgiveness determination is made, if submitted within ten months of the
end of the loan forgiveness Covered Period. The loans are 100% guaranteed by the
SBA, which provides a reduced risk of loss to us on these loans. The SBA pays
the originating bank a processing fee ranging from 1% to 5%, based on the size
of the loan. This fee is recognized in interest income over the contractual life
of the loan under the effective yield method, adjusted for expected prepayments
on these pools of homogenous loans. We expect most of the remaining $58.6
million of net deferred fees to be recognized by March 31, 2022 based on
expected loan forgiveness activity. On June 5, 2020,
                                       59
--------------------------------------------------------------------------------

the President signed the Paycheck Protection Program Flexibility Act (PPP
Flexibility Act) which extended the term for new PPP loans to 5 years and
permitted a lender to extend a 2-year PPP loan up to a 5-year term by mutual
agreement of the lender and borrower. The PPP Flexibility Act also gives the
borrower the option of 24 weeks to distribute the funds, and a borrower can
remain eligible for loan forgiveness by using at least 60% of the funds for
payroll costs. The SBA announced that lenders will have 60 days to review PPP
loan forgiveness applications and that the SBA will remit the forgiveness
payments within 90 days of receipt of approved forgiveness applications.

Here is a summary of loans and leases:

TABLE 12
                                      March 31,                                 $            %
                                        2021         December 31, 2020       Change       Change
(in millions)
Commercial real estate               $   9,799      $            9,731      $    68         0.7  %
Commercial and industrial                7,401                   7,214          187         2.6
Commercial leases                          471                     485          (14)       (2.9)
Other                                       25                      40          (15)      (37.5)
Total commercial loans and leases       17,696                  17,470          226         1.3
Direct installment                       2,025                   2,020            5         0.2
Residential mortgages                    3,329                   3,433         (104)       (3.0)
Indirect installment                     1,201                   1,218          (17)       (1.4)
Consumer lines of credit                 1,281                   1,318          (37)       (2.8)
Total consumer loans                     7,836                   7,989         (153)       (1.9)
Total loans and leases               $  25,532      $           25,459      $    73         0.3  %


The commercial and industrial category includes PPP loans totaling $2.5 billion
and $2.2 billion at March 31, 2021 and December 31, 2020, respectively.
Non-Performing Assets
Following is a summary of non-performing assets:
TABLE 13
                                         March 31,       December 31,         $            %
(in millions)                               2021             2020           Change       Change
Commercial real estate                  $       78      $          85      $   (7)        (8.2) %
Commercial and industrial                       36                 44          (8)       (18.2)
Commercial leases                                2                  2           -            -
Other                                            -                  1          (1)      (100.0)
Total commercial loans and leases              116                132         (16)       (12.1)
Direct installment                              12                 11           1          9.1
Residential mortgages                           21                 18           3         16.7
Indirect installment                             2                  2           -            -
Consumer lines of credit                         6                  7          (1)       (14.3)
Total consumer loans                            41                 38           3          7.9
Total non-performing loans and leases          157                170         (13)        (7.6)
Other real estate owned                          9                 10          (1)       (10.0)
Non-performing assets                   $      166      $         180      $  (14)        (7.8) %

Non-performing assets decreased $14.6 million, from $180.7 million at
December 31, 2020 at $166.1 million at March 31, 2021. This reflects a decrease in $12.8 million non-performing loans and leases and a decrease in $1.8 million at OREO.

                                       60
--------------------------------------------------------------------------------

The decrease in non-performing loans was driven by the resolution of a few
commercial credits, and the decrease in OREO was largely driven by the sale of
properties in both the commercial and residential mortgage categories.
As long as the borrower was not experiencing financial difficulties immediately
prior to COVID-19, short-term modifications, such as principal and interest
deferments, are not being included in TDRs. These modifications will be closely
monitored for any change in status.
Troubled Debt Restructured Loans

Here is a summary of cumulative and non-cumulative TDRs, by class:

TABLE 14
                                             Non-
(in millions)                Accruing      Accrual       Total

March 31, 2021
Commercial real estate $4 $27 $31
Commercial and Industrial 1

             1          2
Total commercial loans             5            28         33
Direct installment                23             4         27
Residential mortgages             24             7         31

Consumer lines of credit           6             1          7
Total consumer loans              53            12         65
Total TDRs                  $     58      $     40      $  98

December 31, 2020
Commercial real estate $4 $18 $22
Commercial and Industrial 1

             3          4
Total commercial loans             5            21         26
Direct installment                23             4         27
Residential mortgages             24             7         31

Consumer lines of credit           6             1          7
Total consumer loans              53            12         65
Total TDRs                  $     58      $     33      $  91



Allowance for Credit Losses on Loans and Leases
On January 1, 2020, we adopted CECL which changed how we calculate the ACL as
more fully described in Note 1, "Summary of Significant Accounting Policies" of
our   2020 Annual Report on Form 10-K  . The CECL model takes into consideration
the expected credit losses over the life of the loan at the time the loan is
originated compared to the incurred loss model under the prior standard. The
model used to calculate the ACL is dependent on the portfolio composition and
credit quality, as well as historical experience, current conditions and
forecasts of economic conditions and interest rates. Specifically, the following
considerations are incorporated into the ACL calculation:
•a third-party macroeconomic forecast scenario;
•a 24-month R&S forecast period for macroeconomic factors with a reversion to
the historical mean on a straight-line basis over a 12-month period; and
•the historical through the cycle default mean calculated using an expanded
period to include a prior recessionary period.
                                       61
--------------------------------------------------------------------------------

COVID-19 Impacts on the ACL
Beginning in March 2020, the broader economy experienced a significant
deterioration in the macroeconomic environment driven by the COVID-19 pandemic
resulting in notable adverse changes to forecasted economic variables utilized
in our ACL modeling process. Based on these changes, we utilized a third-party
pandemic recessionary scenario from the first quarter of 2020 through the third
quarter of 2020 for ACL modeling purposes. At December 31, 2020 and March 31,
2021, we utilized a third-party consensus macroeconomic forecast due to the
improving macroeconomic environment. Macroeconomic variables that we utilized
from this scenario for our ACL calculation as of December 31, 2020 included, but
were not limited to: (i) gross domestic product, which reflects growth of 4% in
2021, (ii) the Dow Jones Total Stock Market Index, which grows steadily
throughout the R&S forecast period, (iii) unemployment, which steadily declines
and averages 6% over the R&S forecast period and (iv) the Volatility Index,
which remains stable over the R&S forecast period. For our ACL calculation at
March 31, 2021, the macroeconomic variables that we utilized included, but were
not limited to: (i) gross domestic product, which reflects growth of 6% in 2021
and 2% in 2022, (ii) the Dow Jones Total Stock Market Index, which remains
relatively flat through the R&S forecast period, (iii) unemployment, which
averages 5% over the R&S forecast period and (iv) the Volatility Index, which
remains stable over the R&S forecast period.
The ACL of $362.0 million at March 31, 2021 decreased $1.1 million, or 0.3%,
from December 31, 2020 due to the improving macroeconomic environment, as noted
previously. Our ending ACL coverage ratio at March 31, 2021 was 1.42%. Excluding
PPP loans that do not carry an ACL due to a 100% government guarantee, the ACL
to total loan and leases ratio equaled 1.57%. Total provision for credit losses
for the three months ended March 31, 2021 was $5.9 million. Net charge-offs were
$7.1 million for the three months ended March 31, 2021, compared to $5.7 million
for the three months ended March 31, 2020, with the increase primarily due two
credits in the commercial and industrial portfolio. The ACL as a percentage of
non-performing loans for the total portfolio increased from 213% as of
December 31, 2020 to 230% as of March 31, 2021 following the decrease in
non-performing loans during the quarter, while the total ACL remained largely
unchanged.

Deposits

As a bank holding company, our primary source of funds is deposits. These deposits are provided by businesses, consumers and municipal customers that we serve in our footprint.


Following is a summary of deposits:
TABLE 15
                                        March 31,      December 31,          $           %
(in millions)                             2021             2020           Change       Change
Non-interest-bearing demand            $   9,935      $       9,042      $   893        9.9  %
Interest-bearing demand                   13,684             13,157          527        4.0
Savings                                    3,351              3,261           90        2.8
Certificates and other time deposits       3,384              3,662         (278)      (7.6)
Total deposits                         $  30,354      $      29,122      $ 1,232        4.2  %


Total deposits increased $1.2 billion, or 4.2%, from December 31, 2020,
primarily as a result of growth in non-interest-bearing and interest-bearing
balances due to an expansion of customer relationships and higher customer
balances, which were aided by inflows from the PPP and government stimulus
activity. Customer preferences continued to shift away from higher rate
certificates of deposit to lower yielding, more liquid products. The deposit
growth helped us eliminate overnight borrowings and reduce other short-term
borrowings.

Capital Resources and Regulatory Matters
The access to, and cost of, funding for new business initiatives, the ability to
engage in expanded business activities, the ability to pay dividends and the
level and nature of regulatory oversight depend, in part, on our capital
position.
The assessment of capital adequacy depends on a number of factors such as
expected organic growth in the Consolidated Balance Sheet, asset quality,
liquidity, earnings performance and sustainability, changing competitive
conditions, regulatory changes or actions, and economic forces. We seek to
maintain a strong capital base to support our growth and expansion activities,
to provide stability to current operations and to promote public confidence.
                                       62
--------------------------------------------------------------------------------

We have an effective shelf registration statement filed with the SEC. Pursuant
to this registration statement, we may, from time to time, issue and sell in one
or more offerings any combination of common stock, preferred stock, debt
securities, depositary shares, warrants, stock purchase contracts or units. On
February 24, 2020, we completed an offering of $300.0 million of 2.20% fixed
rate senior notes due in 2023 under this registration statement. The net
proceeds of the debt offering after deducting underwriting discounts and
commissions and offering expenses were $297.9 million. We used the net proceeds
from the sale of the notes for general corporate purposes, which included
investments at the holding company level, capital to support the growth of
FNBPA, repurchase of our common shares and refinancing of outstanding
indebtedness.
On September 23, 2019, we announced that our Board of Directors approved a share
repurchase program for the repurchase of up to an aggregate of $150 million of
our common stock. The repurchases will be made from time to time on the open
market at prevailing market prices or in privately negotiated transactions. The
purchases will be funded from available working capital. There is no guarantee
as to the exact number of shares that will be repurchased and we may discontinue
purchases at any time. During the first quarter of 2021, we repurchased 3.0
million shares at a weighted average share price of $11.91 for $36.2 million
under this repurchase program.
Capital management is a continuous process, with capital plans and stress
testing for FNB and FNBPA updated at least annually. These capital plans include
assessing the adequacy of expected capital levels assuming various scenarios by
projecting capital needs for a forecast period of 2-3 years beyond the current
year. From time to time, we issue shares initially acquired by us as treasury
stock under our various benefit plans. We may issue additional preferred or
common stock in order to maintain our well-capitalized status.
FNB and FNBPA are subject to various regulatory capital requirements
administered by the federal banking agencies (see discussion under "Enhanced
Regulatory Capital Standards"). Quantitative measures established by regulators
to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and
ratios of total, tier 1 and CET1 capital (as defined in the regulations) to
risk-weighted assets (as defined) and minimum leverage ratio (as defined).
Failure to meet minimum capital requirements could lead to initiation of certain
mandatory, and possibly additional discretionary actions, by regulators that, if
undertaken, could have a direct material effect on our Consolidated Financial
Statements, dividends and future business and corporate strategies. Under
capital adequacy guidelines and the regulatory framework for prompt corrective
action, FNB and FNBPA must meet specific capital guidelines that involve
quantitative measures of assets, liabilities and certain off-balance sheet items
as calculated under regulatory accounting practices. FNB's and FNBPA's capital
amounts and classifications are also subject to qualitative judgments by the
regulators about components, risk weightings and other factors.
At March 31, 2021, the capital levels of both FNB and FNBPA exceeded all
regulatory capital requirements and their regulatory capital ratios were above
the minimum levels required to be considered "well-capitalized" for regulatory
purposes.
In December 2018, the FRB and other U.S. banking agencies approved a final rule
to address the impact of CECL on regulatory capital by allowing BHCs and banks,
including FNB, the option to phase in the day-one impact of CECL over a
three-year period. In March 2020, the FRB and other U.S. banking agencies issued
an interim final rule that became effective on March 31, 2020, and provides BHCs
and banks with an alternative option to temporarily delay the impact of CECL,
relative to the incurred loss methodology for the ACL, on regulatory capital. We
have elected this alternative option instead of the one described in the
December 2018 rule. As a result, under the interim final rule, we will delay
recognizing the estimated impact of CECL on regulatory capital until after a
two-year deferral period, which for us extends through December 31, 2021.
Beginning on January 1, 2022, we will be required to phase in 25% of the
previously deferred capital impact of CECL, with an additional 25% to be phased
in at the beginning of each subsequent year until fully phased in by the first
quarter of 2025. Under the interim final rule, the estimated impact of CECL on
regulatory capital that we will defer and later phase in is calculated as the
entire day-one impact at adoption plus 25% of the subsequent change in the ACL
during the two-year deferral period. During the first quarter of 2021, the total
deferred impact on CET1 capital related to our adoption of CECL was
approximately $66.8 million, or 25 basis points.
In this unprecedented economic and uncertain environment, we frequently run
stress tests for a variety of economic situations, including severely adverse
scenarios that have economic conditions similar to the current conditions. Under
these scenarios, the results of these stress tests indicate that our regulatory
capital ratios would remain above the regulatory requirements and we would be
able to maintain appropriate liquidity levels, demonstrating our expected
ability to continue to support our constituencies under stressful financial
conditions.
                                       63
--------------------------------------------------------------------------------

Following are the capital amounts and related ratios for FNB and FNBPA:
TABLE 16
                                                                                                                                              Minimum Capital
                                                                                           Well-Capitalized                        Requirements plus

Capital Conservation

                                                   Actual                                  Requirements (1)                                        Buffer
(dollars in millions)                    Amount             Ratio                     Amount                    Ratio                   Amount                   Ratio
As of March 31, 2021
F.N.B. Corporation
Total capital                          $ 3,349                12.49  %       $        2,683                       10.00  %       $            2,817                10.50  %
Tier 1 capital                           2,787                10.39                   1,610                        6.00                       2,280                 8.50
Common equity tier 1                     2,680                 9.99                               n/a                  n/a                    1,878                 7.00
Leverage                                 2,787                 7.87                               n/a                  n/a                    1,416                 4.00
Risk-weighted assets                    26,827
FNBPA
Total capital                            3,494                13.05  %                2,678                       10.00  %                    2,812                10.50  %
Tier 1 capital                           2,978                11.12                   2,142                        8.00                       2,276                 8.50
Common equity tier 1                     2,898                10.82                   1,741                        6.50                       1,875                 7.00
Leverage                                 2,978                 8.43                   1,767                        5.00                       1,414                 4.00
Risk-weighted assets                    26,779
As of December 31, 2020
F.N.B. Corporation
Total capital                          $ 3,324                12.33  %       $        2,695                       10.00  %       $            2,830                10.50  %
Tier 1 capital                           2,759                10.24                   1,617                        6.00                       2,291                 8.50
Common equity tier 1                     2,652                 9.84                               n/a                  n/a                    1,886                 7.00
Leverage                                 2,759                 7.83                               n/a                  n/a                    1,410                 4.00
Risk-weighted assets                    26,948
FNBPA
Total capital                            3,400                12.64  %                2,690                       10.00  %                    2,825                10.50  %
Tier 1 capital                           2,882                10.71                   2,152                        8.00                       2,287                 8.50
Common equity tier 1                     2,802                10.42                   1,749                        6.50                       1,883                 7.00
Leverage                                 2,882                 8.19                   1,760                        5.00                       1,408                 4.00
Risk-weighted assets                    26,902

(1) Reflects the good capitalization standard under Regulation Y for ETF Company and the Rapid Remedial Action Framework for the FNBPA.


In accordance with Basel III Capital Rules, the minimum capital requirements
plus capital conservation buffer, which are presented for each period above,
represent the minimum requirements needed to avoid limitations on distributions
of dividends and certain discretionary bonus payments.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank
Act)
The Dodd-Frank Act broadly affects the financial services industry by
establishing a framework for systemic risk oversight, creating a resolution
authority for institutions determined to be systemically important, mandating
higher capital and liquidity requirements, requiring banks to pay increased fees
to regulatory agencies and containing numerous other provisions aimed at
strengthening the sound operation of the financial services sector that
significantly change the system of regulatory oversight as described in more
detail under Part I, Item 1, "Business - Government Supervision and Regulation"
included in our   2020 Annual Report on Form 10-K   as filed with the SEC on
February 25, 2021. Certain aspects of the Dodd-Frank Act remain subject to
regulatory rulemaking and amendments to such previously promulgated rules,
thereby making it difficult to anticipate with certainty the impact to us or the
financial services industry resulting from this rulemaking process.
                                       64
--------------------------------------------------------------------------------

LIQUIDITY

Our goal in liquidity management is to satisfy the cash flow requirements of
customers and the operating cash needs of FNB with cost-effective funding. Our
Board of Directors has established an Asset/Liability Management Policy to guide
management in achieving and maintaining earnings performance consistent with
long-term goals, while maintaining acceptable levels of interest rate risk, a
"well-capitalized" Balance Sheet and adequate levels of liquidity. Our Board of
Directors has also established Liquidity and Contingency Funding Policies to
guide management in addressing the ability to identify, measure, monitor and
control both normal and stressed liquidity conditions. These policies designate
our ALCO as the body responsible for meeting these objectives. The ALCO, which
is comprised of members of executive management, reviews liquidity on a
continuous basis and approves significant changes in strategies that affect
Balance Sheet or cash flow positions. Liquidity is centrally managed daily by
our Treasury Department.
FNBPA generates liquidity from its normal business operations. Liquidity sources
from assets include payments from loans and investments, as well as the ability
to securitize, pledge or sell loans, investment securities and other assets.
Liquidity sources from liabilities are generated primarily through the banking
offices of FNBPA in the form of deposits and customer repurchase agreements. FNB
also has access to reliable and cost-effective wholesale sources of liquidity.
Short- and long-term funds are used to help fund normal business operations, and
unused credit availability can be utilized to serve as contingency funding if we
would be faced with a liquidity crisis.
The principal sources of the parent company's liquidity are its strong existing
cash resources plus dividends it receives from its subsidiaries. These dividends
may be impacted by the parent's or its subsidiaries' capital needs, statutory
laws and regulations, corporate policies, contractual restrictions,
profitability and other factors. In addition, through one of our subsidiaries,
we regularly issue subordinated notes, which are guaranteed by FNB. Management
has utilized various strategies to ensure sufficient cash on hand is available
to meet the parent's funding needs.  On February 24, 2020, we completed a senior
debt offering whereby we issued $300.0 million aggregate principal amount of
2.20% senior notes due in 2023. The proceeds from this transaction were used for
general corporate purposes and were the primary factor resulting in an increase
in our Months of Cash on Hand (MCH) liquidity metric as shown below.
Starting in March 2020, management incorporated potential liquidity impacts
related to COVID-19 into our daily analysis. Management concluded that our cash
levels remain appropriate given the current market environment. Two metrics that
are used to gauge the adequacy of the parent company's cash position are the
Liquidity Coverage Ratio (LCR) and MCH. The LCR is defined as the sum of cash on
hand plus projected cash inflows over the next 12 months divided by projected
cash outflows over the next 12 months. The MCH is defined as the number of
months of corporate expenses and dividends that can be covered by the cash on
hand.
The LCR and MCH ratios are presented in the following table:
TABLE 17
                             March 31,       December 31,       Internal
                               2021              2020             limit
Liquidity coverage ratio       2.5 times         2.7 times         > 1 time
Months of cash on hand       18.0 months       22.2 months      > 12 months


Our liquidity position has been positively impacted by our ability to generate
growth in relationship-based accounts. Organic growth in low-cost transaction
deposits was complemented by management's strategy of deposit gathering efforts
focused on attracting new customer relationships and deepening relationships
with existing customers, in part through internal lead generation efforts
leveraging data analytics capabilities.  Total deposits were $30.4 billion at
March 31, 2021, an increase of $1.2 billion, or 17.2% annualized, from
December 31, 2020. Total non-interest-bearing demand deposit accounts grew $0.9
billion, or 40.1% annualized, and interest-bearing demand increased by $0.5
billion, or 16.2% annualized. Savings account balances increased $90.1 million,
or 11.2% annualized. Time deposits declined $278.5 million, or 30.8% annualized.
As mentioned earlier, inflows from PPP and government stimulus checks were a
significant factor in the deposit growth.
Cash held at the FRB was $2.1 billion at March 31, 2021, an increase of $1.3
billion from December 31, 2020.
FNBPA has significant unused wholesale credit availability sources that include
the availability to borrow from the FHLB, the FRB, correspondent bank lines,
access to brokered deposits, the Paycheck Protection Program Liquidity Fund
(PPPLF) and other channels. In addition to credit availability, FNBPA also
possesses salable unpledged government and agency securities that could be
utilized to meet funding needs. We currently also have excess cash to meet our
pledging requirements. The
                                       65
--------------------------------------------------------------------------------

ALCO is currently targeting a 1% guideline level for salable unpledged
government and agency securities due to an elevated influx of related deposits,
in part related to the PPP.
The following table presents certain information relating to FNBPA's credit
availability and salable unpledged securities:
TABLE 18
                                                                    March 31,          December 31,
(dollars in millions)                                                  2021                2020
Unused wholesale credit availability                               $  16,302          $     16,434
Unused wholesale credit availability as a % of FNBPA assets             42.5  %               44.1  %
Salable unpledged government and agency securities                 $     

346 $546
Sellable Unpledged Government and Agency Securities as % of FNBPA Assets

                                                                   0.9  %                1.5  %


The PPPLF accounted for $2.5 billion of the unused wholesale credit availability
at March 31, 2021. This funding source has been extended to June 30, 2021. We
also had $2.2 billion, or 5.7% of total assets, in excess cash available to meet
our pledging requirements.
Another metric for measuring liquidity risk is the liquidity gap analysis. The
following liquidity gap analysis as of March 31, 2021 compares the difference
between our cash flows from existing earning assets and interest-bearing
liabilities over future time intervals. Management seeks to limit the size of
the liquidity gaps so that sources and uses of funds are reasonably matched in
the normal course of business. A reasonably matched position lays a better
foundation for dealing with additional funding needs during a potential
liquidity crisis. The twelve-month cumulative gap to total assets ratio was 9.6%
as of March 31, 2021, compared to 8.2% as of December 31, 2020. Management
calculates this ratio at least quarterly and it is reviewed monthly by ALCO.
TABLE 19
                                      Within         2-3           4-6           7-12         Total
(dollars in millions)                1 Month        Months        Months        Months       1 Year
Assets
Loans                               $   802       $ 1,534       $ 1,772       $ 3,323       $ 7,431
Investments                           2,551           230           333           597         3,711
                                      3,353         1,764         2,105         3,920        11,142
Liabilities
Non-maturity deposits                   528         1,055         1,018         1,723         4,324
Time deposits                           294           422           548         1,105         2,369
Borrowings                              212            26           137           362           737
                                      1,034         1,503         1,703         3,190         7,430
Period Gap (Assets - Liabilities)   $ 2,319       $   261       $   402       $   730       $ 3,712
Cumulative Gap                      $ 2,319       $ 2,580       $ 2,982       $ 3,712
Cumulative Gap to Total Assets          6.0  %        6.7  %        7.8  %  

9.6%



In addition, the ALCO regularly monitors various liquidity ratios and stress
scenarios of our liquidity position. The stress scenarios forecast that adequate
funding will be available even under severe conditions. Management believes we
have sufficient liquidity available to meet our normal operating and contingency
funding cash needs.

                                       66
--------------------------------------------------------------------------------

MARKET RISK
Market risk refers to potential losses arising predominately from changes in
interest rates, foreign exchange rates, equity prices and commodity prices. We
are primarily exposed to interest rate risk inherent in our lending and
deposit-taking activities as a financial intermediary. To succeed in this
capacity, we offer an extensive variety of financial products to meet the
diverse needs of our customers. These products sometimes contribute to interest
rate risk for us when product groups do not complement one another. For example,
depositors may want short-term deposits, while borrowers may desire long-term
loans.
Changes in market interest rates may result in changes in the fair value of our
financial instruments, cash flows and net interest income. Subject to its
ongoing oversight, the Board of Directors has given ALCO the responsibility for
market risk management, which involves devising policy guidelines, risk measures
and limits, and managing the amount of interest rate risk and its effect on net
interest income and capital. We use derivative financial instruments for
interest rate risk management purposes and not for trading or speculative
purposes.
Interest rate risk is comprised of repricing risk, basis risk, yield curve risk
and options risk. Repricing risk arises from differences in the cash flow or
repricing between asset and liability portfolios. Basis risk arises when asset
and liability portfolios are related to different market rate indices, which do
not always change by the same amount. Yield curve risk arises when asset and
liability portfolios are related to different maturities on a given yield curve;
when the yield curve changes shape, the risk position is altered. Options risk
arises from "embedded options" within asset and liability products as certain
borrowers have the option to prepay their loans, which may be with or without
penalty, when rates fall, while certain depositors can redeem their certificates
of deposit early, which may be with or without penalty, when rates rise.
We use an asset/liability model to measure our interest rate risk. Interest rate
risk measures we utilize include earnings simulation, EVE and gap analysis. Gap
analysis and EVE are static measures that do not incorporate assumptions
regarding future business. Gap analysis, while a helpful diagnostic tool,
displays cash flows for only a single rate environment. EVE's long-term horizon
helps identify changes in optionality and longer-term positions. However, EVE's
liquidation perspective does not translate into the earnings-based measures that
are the focus of managing and valuing a going concern. Net interest income
simulations explicitly measure the exposure to earnings from changes in market
rates of interest. In these simulations, our current financial position is
combined with assumptions regarding future business to calculate net interest
income under various hypothetical rate scenarios. The ALCO reviews earnings
simulations over multiple years under various interest rate scenarios on a
periodic basis. Reviewing these various measures provides us with a
comprehensive view of our interest rate risk profile, which provides the basis
for balance sheet management strategies.
The following repricing gap analysis as of March 31, 2021 compares the
difference between the amount of interest-earning assets and interest-bearing
liabilities subject to repricing over a period of time. Management utilizes the
repricing gap analysis as a diagnostic tool in managing net interest income and
EVE risk measures.
TABLE 20
                                     Within              2-3               4-6              7-12              Total
(dollars in millions)                1 Month           Months            Months            Months            1 Year
Assets
Loans                              $ 11,664          $  1,180          $  1,126          $  2,104          $ 16,074
Investments                           2,551               242               483               588             3,864
                                     14,215             1,422             1,609             2,692            19,938
Liabilities
Non-maturity deposits                 9,492                 -                 -                 -             9,492
Time deposits                           420               421               546             1,100             2,487
Borrowings                            1,441               610                12                12             2,075
                                     11,353             1,031               558             1,112            14,054
Off-balance sheet                       550               530              (100)             (100)              880
Period Gap (assets - liabilities +
off-balance sheet)                 $  3,412          $    921          $    951          $  1,480          $  6,764
Cumulative Gap                     $  3,412          $  4,333          $  5,284          $  6,764
Cumulative Gap to Assets               10.0  %           12.6  %           15.4  %           19.7  %


                                       67
--------------------------------------------------------------------------------

The twelve-month cumulative repricing gap to total assets was 19.7% and 19.6% as
of March 31, 2021 and December 31, 2020, respectively. The positive cumulative
gap positions indicate that we have a greater amount of repricing earning assets
than repricing interest-bearing liabilities over the subsequent twelve months.
If interest rates increase as modeled, net interest income will increase and,
conversely, if interest rates decrease as modeled, net interest income will
decrease. The change in the cumulative repricing gap at March 31, 2021, compared
to December 31, 2020, is primarily related to growth in deposits. As mentioned
earlier, inflows from PPP and government stimulus checks were a significant
factor of growth in non-interest-bearing balances. We are also using this
opportunity to expand customer relationships. Customer preferences continued to
shift away from higher rate certificates of deposit to lower yielding, more
liquid products. The deposit growth helped us eliminate overnight borrowings and
reduce other short-term borrowings.
The allocation of non-maturity deposits and customer repurchase agreements to
the one-month maturity category above is based on the estimated sensitivity of
each product to changes in market rates. For example, if a product's rate is
estimated to increase by 50% as much as the market rates, then 50% of the
account balance was placed in this category.
Utilizing net interest income simulations, the following net interest income
metrics were calculated using rate shocks which move market rates in an
immediate and parallel fashion. The variance percentages represent the change
between the net interest income and EVE calculated under the particular rate
scenario compared to the net interest income and EVE that was calculated
assuming market rates as of March 31, 2021. Using a static Balance Sheet
structure, the measures do not reflect all of management's potential
counteractions.
The following table presents an analysis of the potential sensitivity of our net
interest income and EVE to changes in interest rates using rate shocks:
TABLE 21
                                           March 31,      December 31,       ALCO
                                             2021             2020          Limits
Net interest income change (12 months):
+ 300 basis points                            21.1  %           17.9  %       n/a
+ 200 basis points                            14.1              12.0         (5.0) %
+ 100 basis points                             6.9               5.9         (5.0)
- 100 basis points                            (1.9)              0.4         (5.0)
Economic value of equity:
+ 300 basis points                             7.3               8.8        (25.0)
+ 200 basis points                             5.8               7.1        (15.0)
+ 100 basis points                             3.6               4.5        (10.0)
- 100 basis points                            (6.9)             (9.4)       (10.0)


We also model rate scenarios which move all rates gradually over twelve months
(Rate Ramps) and model scenarios that gradually change the shape of the yield
curve. Assuming a static Balance Sheet, a +100 basis point Rate Ramp increases
net interest income (12 months) by 3.6% at March 31, 2021 and 3.2% at
December 31, 2020. The corresponding metrics for a minus 100 basis point Rate
Ramp are (1.3)% and 0.4% at March 31, 2021 and December 31, 2020, respectively.
Deposit rate assumptions are floored at zero in the negative scenarios.
The FRB's rapid and large downward interest rate moves in March 2020 as a
response to the COVID-19 pandemic lowered all market interest rates,
specifically 1-month LIBOR. Thirty-six percent of our net loans and leases are
indexed to one-month LIBOR. Further, the yield curve flattened. These factors
were the primary drivers of the increase in asset sensitivity off of a lower
base net interest income. In this historically low rate environment, our
strategy is to remain asset sensitive to benefit from future increases in
interest rate.
There are multiple factors that influence our interest rate risk position and
impact net interest income. These include external factors such as the shape of
the yield curve and expectations regarding future interest rates, as well as
internal factors regarding product offerings, product mix and pricing of loans
and deposits.
Management utilizes various tactics to achieve our desired interest rate risk
(IRR) position. In response to the change in interest rates, management was
proactive in addressing our IRR position. As mentioned earlier, we were
successful in growing our transaction deposits which provides funding that is
less interest rate-sensitive than short-term time deposits and wholesale
                                       68
--------------------------------------------------------------------------------

borrowings. Also, we were able to lower rates on deposit products and shorten
the term of the certificates of deposit volumes. This continues to be an intense
focus of management. Further, management took advantage of the interest rate
environment to reduce borrowing costs. On the lending side, we regularly sell
long-term fixed-rate residential mortgages to the secondary market and have been
successful in the origination of consumer and commercial loans with short-term
repricing characteristics. In particular, we have made use of interest rate
swaps to commercial borrowers (commercial swaps) to manage our IRR position as
the commercial swaps effectively increase adjustable-rate loans. Total variable
and adjustable-rate loans were 56.0% of total net loans and leases as of both
March 31, 2021 and December 31, 2020, with 80.7% of these loans, or 45.3% of
total net loans and leases tied to the Prime or one-month LIBOR rates as of
March 31, 2021. As of March 31, 2021, the commercial swaps totaled $4.9 billion
of notional principal, with $294.3 million in original notional swap principal
originated during the first three months of 2021. For additional information
regarding interest rate swaps, see Note 10, "Derivative Instruments and Hedging
Activities" in the Notes to the Consolidated Financial Statements in this
Report. The investment portfolio is also used, in part, to manage our IRR
position.
We recognize that all asset/liability models have some inherent shortcomings.
Asset/liability models require certain assumptions to be made, such as
prepayment rates on interest-earning assets and repricing impact on non-maturity
deposits, which may differ from actual experience. These business assumptions
are based upon our experience, business plans, economic and market trends and
available industry data. While management believes that its methodology for
developing such assumptions is reasonable, there can be no assurance that
modeled results will be achieved. Furthermore, the metrics are based upon the
Balance Sheet structure as of the valuation date and do not reflect the planned
growth or management actions that could be taken.

RISK MANAGEMENT
As a financial institution, we take on a certain amount of risk in every
business decision, transaction and activity. Our Board of Directors and senior
management have identified seven major categories of risk: credit risk, market
risk, liquidity risk, reputational risk, operational risk, legal and compliance
risk and strategic risk. In its oversight role of our risk management function,
the Board of Directors focuses on the strategies, analyses and conclusions of
management relating to identifying, understanding and managing risks so as to
optimize total shareholder value, while balancing prudent business and safety
and soundness considerations.
The Board of Directors adopted a risk appetite statement that defines acceptable
risk levels and limits under which we seek to operate in order to optimize
returns. As such, the board monitors a series of KRIs, or Key Risk Indicators,
for various business lines, operational units, and risk categories, providing
insight into how our performance aligns with our stated risk appetite. These
results are reviewed periodically by the Board of Directors and senior
management to ensure adherence to our risk appetite statement, and where
appropriate, adjustments are made to applicable business strategies and tactics
where risks are approaching stated tolerances or for emerging risks.
We support our risk management process through a governance structure involving
our Board of Directors and senior management. The joint Risk Committee of our
Board of Directors and the FNBPA Board of Directors helps ensure that business
decisions are executed within appropriate risk tolerances. The Risk Committee
has oversight responsibilities with respect to the following:

•identification, measurement, assessment and monitoring of enterprise-wide risk;
•development of appropriate and meaningful risk metrics to use in connection
with the oversight of our businesses and strategies;
•review and assessment of our policies and practices to manage our credit,
market, liquidity, legal, regulatory and operating risk (including technology,
operational, compliance and fiduciary risks); and
•identification and implementation of risk management best practices.
The Risk Committee serves as the primary point of contact between our Board of
Directors and the Risk Management Council, which is the senior management level
committee responsible for risk management. Risk appetite is an integral element
of our business and capital planning processes through our Board Risk Committee
and Risk Management Council. We use our risk appetite processes to promote
appropriate alignment of risk, capital and performance tactics, while also
considering risk capacity and appetite constraints from both financial and
non-financial risks. Our top-down risk appetite process serves as a limit for
undue risk-taking for bottom-up planning from our various business functions.
Our Board Risk Committee, in collaboration with our Risk Management Council,
approves our risk appetite on an annual basis, or more frequently, as needed to
reflect changes in the risk, regulatory, economic and strategic plan
environments, with the goal of ensuring that our risk
                                       69
--------------------------------------------------------------------------------

appetite remains consistent with our strategic plans and business operations,
regulatory environment and our shareholders' expectations. Reports relating to
our risk appetite and strategic plans, and our ongoing monitoring thereof, are
regularly presented to our various management level risk oversight and planning
committees and periodically reported up through our Board Risk Committee.
As noted above, we have a Risk Management Council comprised of senior
management. The purpose of this committee is to provide regular oversight of
specific areas of risk with respect to the level of risk and risk management
structure. Management has also established an Operational Risk Committee that is
responsible for identifying, evaluating and monitoring operational risks across
FNB, evaluating and approving appropriate remediation efforts to address
identified operational risks and providing periodic reports concerning
operational risks to the Risk Management Council. The Risk Management Council
reports on a regular basis to the Risk Committee of our Board of Directors
regarding our enterprise-wide risk profile and other significant risk management
issues. Our Chief Risk Officer is responsible for the design and implementation
of our enterprise-wide risk management strategy and framework through the
multiple second line of defense areas, including the following departments:
Enterprise-Wide Risk Management, Fraud Risk, Loan Review, Model Risk Management,
Third-Party Risk Management, Anti-Money Laundering and Bank Secrecy Act,
Community Reinvestment Act, Appraisal Review, Compliance and Information and
Cyber Security. All second line of defense departments report to the Chief Risk
Officer to ensure the coordinated and consistent implementation of risk
management initiatives and strategies on a day-to-day basis. Our Enterprise-Wide
Risk Management Department conducts risk and control assessments across all of
our business and operational areas to ensure the appropriate risk
identification, risk management and reporting of risks enterprise-wide. The
Fraud Risk Department monitors for internal and external fraud risk across all
of our business and operational units. The Loan Review Department conducts
independent testing of our loan risk ratings to ensure their accuracy, which is
instrumental to calculating our ACL. Our Model Risk Management Department
oversees validation and testing of all models used in managing risk across our
company. Our Third-Party Risk Management Department ensures effective risk
management and oversight of third-party relationships throughout the vendor life
cycle. The Anti-Money Laundering and Bank Secrecy Act Department monitors for
compliance with money laundering risk and associated regulatory compliance
requirements. Our Community Reinvestment Department monitors for compliance with
the requirements of the Community Reinvestment Act. The Appraisal Review
Department facilitates independent ordering and review of real estate appraisals
obtained for determining the value of real estate pledged as collateral for
loans to customers. Our Compliance Department is responsible for developing
policies and procedures and monitoring compliance with applicable laws and
regulations which govern our business operations. Our Information and Cyber
Security Department is responsible for maintaining a risk assessment of our
information and cybersecurity risks and ensuring appropriate controls are in
place to manage and control such risks, through the use of the National
Institute of Standards and Technology framework for improving critical
infrastructure by measuring and evaluating the effectiveness of information and
cybersecurity controls. As discussed in more detail under the COVID-19 section
of this Report, we have in place various business and emergency continuity plans
to respond to different crises and circumstances which include rapid deployment
of our Crisis Management Team, Incident Management Team and Business Continuity
Coordinators to activate our plans for various types of emergency circumstance.
Further, our audit function performs an independent assessment of our internal
controls environment and plays an integral role in testing the operation of the
internal controls systems and reporting findings to management and our Audit
Committee. Each of the Risk, Audit, Credit Risk and CRA Committees of our Board
of Directors regularly report on risk-related matters to the full Board of
Directors. In addition, both the Risk Committee of our Board of Directors and
our Risk Management Council regularly assess our enterprise-wide risk profile
and provide guidance on actions needed to address key and emerging risk issues.
The Board of Directors believes that our enterprise-wide risk management process
is effective and enables the Board of Directors to:

•evaluate the quality of the information they receive; •understand the business, investments and financial, accounting, legal, regulatory and strategic considerations and risks facing ETFs; •overseeing and evaluating how senior management assesses risk; and • appropriately assess the quality of our enterprise-wide risk management process.

                                       70
--------------------------------------------------------------------------------

RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS TO
GAAP
Reconciliations of non-GAAP operating measures and key performance indicators
discussed in this Report to the most directly comparable GAAP financial measures
are included in the following tables.
TABLE 22
Operating net income available to common stockholders
                                                                                Three Months
                                                                                    Ended
                                                                                  March 31,
(in thousands)                                                                         2021              2020
Net income available to common stockholders                                 

$91,225 $45,407


COVID-19 expense                                                                           -             1,962
Tax benefit of COVID-19 expense                                                            -              (412)

Branch consolidation costs                                                                 -             8,262
Tax benefit of branch consolidation costs                                                  -            (1,735)

Operating net income available to common stockholders (non-GAAP)            

$91,225 $53,484



The table above shows how operating net income available to common stockholders
(non-GAAP) is derived from amounts reported in our financial statements. We
believe certain charges, such as branch consolidation costs and COVID-19
expenses, are not organic costs to run our operations and facilities. The branch
consolidation charges principally represent expenses to satisfy contractual
obligations of the closed branches without any useful ongoing benefit to us.
These costs are specific to each individual transaction, and may vary
significantly based on the size and complexity of the transaction. The COVID-19
expenses represent special company initiatives to support our front-line
employees and the communities we serve during an unprecedented time of a
pandemic.
TABLE 23
Operating earnings per diluted common share
                                                                   Three Months Ended
                                                                       March 31,
                                                                                   2021        2020
Net income per diluted common share                                         

$0.28 $0.14


COVID-19 expense                                                                      -        0.01
Tax benefit of COVID-19 expense                                                       -           -

Branch consolidation costs                                                            -        0.03
Tax benefit of branch consolidation costs                                   

– (0.01)


Operating earnings per diluted common share (non-GAAP)                      

$0.28 $0.16

                                       71
--------------------------------------------------------------------------------

TABLE 24
Return on average tangible common equity
                                                                              Three Months Ended
                                                                                  March 31,
(dollars in thousands)                                                                  2021                 2020
Net income available to common stockholders (annualized)                           $   369,970          $   182,625
Amortization of intangibles, net of tax (annualized)                                     9,773               10,610

Tangible net income available to common shareholders (annualized) (non-GAAP)

                                                                         $   379,743          $   193,235
Average total stockholders' equity                                                 $ 4,961,692          $ 4,874,467
Less: Average preferred stockholders' equity                                          (106,882)            (106,882)
Less: Average intangible assets (1)                                                 (2,315,012)          (2,327,901)
Average tangible common equity (non-GAAP)                                          $ 2,539,798          $ 2,439,684
Return on average tangible common equity (non-GAAP)                                      14.95  %              7.92  %


(1) Excludes loan servicing rights.
TABLE 25
Return on average tangible assets
                                                                                Three Months Ended
                                                                                    March 31,
(dollars in thousands)                                                                      2021                  2020
Net income (annualized)                                                                $    378,118          $    190,710
Amortization of intangibles, net of tax (annualized)                                          9,773                10,610
Tangible net income (annualized) (non-GAAP)                                            $    387,891          $    201,320
Average total assets                                                                   $ 37,626,715          $ 34,655,234
Less: Average intangible assets (1)                                                      (2,315,012)           (2,327,901)
Average tangible assets (non-GAAP)                                                     $ 35,311,703          $ 32,327,333
Return on average tangible assets (non-GAAP)                                                   1.10  %               0.62  %


(1) Excluding loan servicing fees.


TABLE 26
Tangible book value per common share
                                                         Three Months Ended
                                                             March 31,
(dollars in thousands, except per share data)          2021              

2020

Total stockholders' equity                        $  4,973,676      $  

4,841,987

Less: Preferred stockholders' equity                  (106,882)         

(106,882)

Less: Intangible assets (1)                         (2,313,478)       

(2,326,371)

Tangible common equity (non-GAAP)                 $  2,553,316      $  

2,408,734

Ending common shares outstanding                   318,696,426       

322 674 191

Tangible book value per common share (non-GAAP) $8.01 $7.46

(1) Excluding loan servicing fees.

                                       72
--------------------------------------------------------------------------------

TABLE 27
Tangible equity to tangible assets (period-end)
                                                                             Three Months Ended
                                                                                  March 31,
(dollars in thousands)                                                   2021                  2020
Total stockholders' equity                                          $  4,973,676          $  4,841,987
Less:  Intangible assets (1)                                          (2,313,478)           (2,326,371)
Tangible equity (non-GAAP)                                          $  2,660,198          $  2,515,616
Total assets                                                        $ 38,475,371          $ 35,048,746
Less:  Intangible assets (1)                                          (2,313,478)           (2,326,371)
Tangible assets (non-GAAP)                                          $ 36,161,893          $ 32,722,375
Tangible equity / tangible assets (period-end) (non-GAAP)                   7.36  %               7.69  %


(1) Excludes loan servicing rights.
TABLE 28
Tangible common equity / tangible assets (period-end)
                                                                              Three Months Ended
                                                                                   March 31,
(dollars in thousands)                                                    2021                  2020
Total stockholders' equity                                           $  4,973,676          $  4,841,987
Less:  Preferred stockholders' equity                                    (106,882)             (106,882)
Less:  Intangible assets (1)                                           (2,313,478)           (2,326,371)
Tangible common equity (non-GAAP)                                    $  2,553,316          $  2,408,734
Total assets                                                         $ 38,475,371          $ 35,048,746
Less:  Intangible assets (1)                                           (2,313,478)           (2,326,371)
Tangible assets (non-GAAP)                                           $ 36,161,893          $ 32,722,375
Tangible common equity / tangible assets (period-end) (non-GAAP)             7.06  %               7.36  %


(1) Excludes loan servicing rights.
TABLE 29
Allowance for credit losses / loans and leases, excluding PPP loans (period-end)
                                                                             Three Months Ended
                                                                                  March 31,
(dollars in thousands)                                                              2021
ACL - loans                                                                 $          362,037
Loans and leases                                                            $       25,532,163
Less:  PPP loans outstanding                                                

(2,487,890)

Loans and leases, excluding PPP loans outstanding (non-GAAP)                $       23,044,273
ACL loans / loans and leases, excluding PPP loans (non-GAAP)                              1.57  %













                                       73
--------------------------------------------------------------------------------

Key Performance Indicators
TABLE 30
Pre-provision net revenue to average tangible common equity
                                                                           Three Months Ended
                                                                               March 31,
(dollars in thousands)                                                               2021                 2020
Net interest income                                                             $   222,923          $   232,631
Non-interest income                                                                  82,805               68,526
Less: Non-interest expense                                                         (184,862)            (194,892)
Pre-provision net revenue (as reported)                                         $   120,866          $   106,265
Pre-provision net revenue (as reported) (annualized)                            $   490,179          $   427,395
Adjustments:

Add: COVID-19 expense (non-interest expense)                                              -                1,962

Add: Branch consolidation costs (non-interest expense)                                    -                8,262

Pre-provision net revenue (operating) (non-GAAP)                            

$120,866 $116,489
Net income before provision (operating) (annualized) (non-GAAP)

                                                                      $   490,179          $   468,515
Average total shareholders' equity                                              $ 4,961,692          $ 4,874,467
Less: Average preferred shareholders' equity                                       (106,882)            (106,882)
Less: Average intangible assets (1)                                              (2,315,012)          (2,327,901)
Average tangible common equity (non-GAAP)                                   

$2,539,798 $2,439,684
Net income before provision (reported) / average tangible common equity (non-GAAP)

                                                                     19.30  %             17.52  %

Net income before provision (operating) / average tangible common equity (non-GAAP)

                                                                     19.30  %             19.20  %

(1) Excluding loan servicing fees.



TABLE 31
Efficiency ratio
                                                                               Three Months Ended
                                                                                   March 31,
(dollars in thousands)                                                                   2021               2020
Non-interest expense                                                                 $ 184,862          $ 194,892
Less: Amortization of intangibles                                                       (3,050)            (3,339)
Less: OREO expense                                                                        (786)            (1,647)

Less: COVID-19 expense                                                                       -             (1,962)

Less: Branch consolidation costs                                                             -             (8,262)

Adjusted non-interest expense                                                        $ 181,026          $ 179,682
Net interest income                                                                  $ 222,923          $ 232,631
Taxable equivalent adjustment                                                            2,859              3,301
Non-interest income                                                                     82,805             68,526
Less: Net securities gains                                                                 (41)               (53)

Adjusted net interest income (FTE) + non-interest income                             $ 308,546          $ 304,405
Efficiency ratio (FTE) (non-GAAP)                                                        58.67  %           59.03  %



                                       74

————————————————– ——————————

© Edgar Online, source Previews

Pamela W. Robbins