MD&A represents an overview of and highlights material changes to our financial
condition and consolidated results of operations at and for the three- and
six-month periods ended June 30, 2022 and 2021. This MD&A should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
contained herein and our   2021 Annual Report on Form 10-K   filed with the SEC
on February 24, 2022. Our results of operations for the six months ended
June 30, 2022 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. economy in general and regional and local economies within our market area;
(iv) inflation concerns; (v) the impacts of tariffs or other trade policies of
the U.S. or its global trading partners; and (vi) the sociopolitical environment
in the U.S.

•Business and operating results 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, loans, 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 impact of the COVID-19 pandemic crisis
and post-pandemic return to normalcy, global events, including the
Ukraine-Russia conflict, dislocations, including shortages of labor, supply
chain disruptions and shipping delays, 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 talent. These developments could include:

•Changes resulting from the current 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.


                                       52
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•Changes in monetary and fiscal policies, including interest rate policies and strategies of the Federal Open Market Committee (FOMC).



•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 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.

•Business and operating results are affected by our ability to effectively
identify and manage risks inherent in our businesses, including, where
appropriate, through effective use of policies, processes, systems and controls,
third-party insurance, derivatives, and capital and liquidity management
techniques.

•The impact on our financial condition, results of operations, financial
disclosures and future business strategies related to the impact on the ACL due
to changes in forecasted macroeconomic conditions as a result of applying the
"current expected credit loss" accounting 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
increased volatility of the financial markets and national and local economic
conditions, supply chain challenges, rising inflationary pressures, 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,
challenging headwinds for the U.S. economy and labor market and the possible
change in commercial and consumer customer fundamentals, expectations and
sentiments. As a result of the COVID-19 impact, including uncertainty regarding
the potential impact of continuing variant mutations of the virus, 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.

•We grow our business, in part, through acquisitions and new strategic
initiatives. Risks and uncertainties include those presented by the nature of
the business acquired and strategic initiative, including in some cases those
associated with our entry into new businesses or new geographic or other markets
and risks resulting from our unfamiliarity with those new areas, as well as
risks and various uncertainties related to the acquisition transactions
themselves, regulatory issues, and the integration of the acquired businesses
into FNB after closing. Such risks attendant to the pending FNB-UB Bancorp
merger include, but are not limited to:

•The possibility that the anticipated benefits of the transaction, including
anticipated cost savings and strategic gains, are not realized when expected or
at all, including as a result of the impact of, or problems arising from, the
integration of the two companies or as a result of the strength of the economy,
competitive factors in the areas where FNB and UB Bancorp do business, or as a
result of other unexpected factors or events;

•Completion of the transaction is dependent on the satisfaction of customary
closing conditions, including approval by UB Bancorp stockholders, which cannot
be assured, and the timing and completion of the transaction is dependent on
various factors that cannot be predicted with precision at this point;

•The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;



•Completion of the transaction is subject to bank regulatory approvals and such
approvals may not be obtained in a timely manner or at all or may be subject to
conditions which may cause additional significant expense or delay the
consummation of the merger transaction;

•Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction;

•The outcome of any legal proceedings that may be instituted against FNB or UB Bancorp;


                                       53
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•Subsequent federal legislative and regulatory actions and reforms affecting the
financial institutions' industry may substantially impact the economic benefits
of the proposed merger;

•Unanticipated challenges or delays in the integration of UB Bancorp's business
into FNB's and the conversion of UB Bancorp's technology systems and customer
data may significantly increase the expense associated with the transaction; and

•Other factors that may affect future results of FNB and UB Bancorp, including
changes in asset quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets; inflation;
customer borrowing, repayment, investment and deposit practices; the impact,
extent and timing of technological changes; capital management activities; and
other actions of the Federal Reserve Board and legislative and regulatory
actions and reforms.

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   2021 Annual Report on Form
10-K  , our subsequent 2022 Quarterly Reports on Form 10-Q (including the risk
factors and risk management discussions) and our other 2022 filings with the
SEC, which are available on our corporate website at
https://www.fnb-online.com/about-us/investor-information/reports-and-filings or
the SEC's website at www.sec.gov. 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 2021 Annual Report on Form 10-K filed with the SEC on February 24, 2022 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, 2021.

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, provision for
credit losses, excluding the initial provision for non-PCD loans associated with
the Howard acquisition, average deposits, excluding Howard average deposits,
loans and leases, excluding PPP loans and Howard loans as of the acquisition
date, loans and leases, excluding PPP loans (average), 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
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 items such as merger expenses, initial provision for non-PCD
loans acquired and branch consolidation costs are not organic to run our
operations and facilities. These items are considered significant items
impacting earnings as they are deemed to be outside of ordinary banking
activities. The merger expenses and branch consolidation costs principally
represent expenses to satisfy contractual obligations of the acquired entity or
closed branch without any useful ongoing benefit
                                       54
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to us. These costs are specific to each individual transaction and may vary significantly based on the size and complexity of the transaction.



To facilitate peer 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 2022 and 2021 periods were calculated using a
federal statutory income tax rate of 21%.

FINANCIAL SUMMARY



Net income available to common stockholders for the second quarter of 2022 was
$107.1 million or $0.30 per diluted common share, compared to net income
available to common stockholders for the second quarter of 2021 of $99.4 million
or $0.31 per diluted common share. On an operating basis, earnings per diluted
common share (non-GAAP) was $0.31 for the second quarter of 2022, excluding $2.0
million (pre-tax) in merger-related significant items, while the second quarter
of 2021 was $0.31, excluding $2.6 million of significant items (pre-tax).

During the second quarter, we grew revenue by 7.5% to a record of $335.8
million, primarily due to an expansion in net interest income driven by benefits
from the higher interest rate environment and by overall growth in securities
and loans while maintaining solid asset quality. Excluding PPP, average loans
and leases (non-GAAP) increased $1.1 billion, or 17.5% annualized, on a
linked-quarter basis. Asset quality remains a key focus with proactive risk
management and a conservatively underwritten balance sheet producing our solid
reserve coverage and net recoveries this quarter of 0.01%.

On June 1, 2022, the Company announced the signing of a definitive merger
agreement to acquire Greenville, North Carolina-based UB Bancorp with total
assets of $1.2 billion at March 31, 2022, including its wholly owned banking
subsidiary, Union Bank, in an all-stock transaction valued at $19.56 per share,
or a fully diluted market value of approximately $117 million, based upon the
closing stock price of FNB as of Tuesday, May 31, 2022. This merger will further
strengthen FNB's North Carolina presence while enhancing its low-cost deposit
base.

Income Statement Highlights (Second quarter of 2022 compared to second quarter of 2021, except as noted)

•Net interest income increased $25.8 million, or 11.3%, to $253.7 million primarily due to the benefit of growth in earning assets as well as the rising interest rate environment.



•On a linked-quarter basis net interest income totaled $253.7 million, an
increase of $19.6 million, or 8.4%, from the prior quarter total of $234.1
million, primarily due to growth in average earning assets and benefits from the
higher interest rate environment, partially offset by decreased contribution
from PPP.

•The net interest margin (FTE) (non-GAAP) increased 6 basis points to 2.76%, as
the yield on earning assets increased 5 basis points to 3.05%, primarily
reflecting the higher yields on variable-rate loans and investment securities
partially offset by significant reductions in PPP contributions as the PPP loan
portfolio winds down.

•On a linked-quarter basis, the net interest margin (FTE) (non-GAAP) increased
15 basis points to 2.76% as the earning asset yield increased 22 basis points
and the cost of funds increased 8 basis points. The total impact of PPP,
purchase accounting accretion and higher cash balances on net interest margin
was a reduction of 12 basis points, compared to a reduction of 13 basis points
in the prior quarter.

•The annualized net charge-offs/(recoveries) to total average loans ratio was
(0.01)%, compared to 0.06%, with continued favorable asset quality trends across
the loan portfolio.

•The provision for credit losses was $6.4 million, compared to a net benefit of $1.2 million in the prior quarter when excluding $19.1 million of initial provision for non-PCD loans associated with the Howard acquisition (non-GAAP).



•Non-interest income was $82.2 million, an increase of $2.4 million, or 3.0%,
driven by strong contributions from capital markets fee income and higher
service charges reflecting increased customer activity, partially offset by
reduced contributions from mortgage banking due to lower refinance volumes given
significantly higher interest rates.
                                       55
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•The effective tax rate was 20.1%, compared to 19.7%, with the increase driven by higher pre-tax income and state income taxes.

•The efficiency ratio (non-GAAP) improved to 55.2%, compared to 56.8%.

Balance Sheet Highlights (period-end balances, June 30, 2022 compared to December 31, 2021, unless otherwise indicated)



•Period-end total loans and leases, excluding PPP loans and Howard acquired
loans as of the January 22, 2022 acquisition date (non-GAAP), increased $2.6
billion, or 11.2%, as commercial loans and leases increased $1.3 billion, or
8.4%, and consumer loans increased $1.3 billion, or 16.4%, as compared to
June 30, 2021. PPP loans totaled $85.8 million at June 30, 2022, compared to
$1.6 billion as of June 30, 2021.

•Excluding PPP, period-end loans and leases (non-GAAP) increased $1.3 billion,
or 19.5% annualized, on a linked-quarter basis, including an increase of $795.0
million in consumer loans and $503.9 million in commercial loans and leases.

•Total average deposits grew $3.2 billion, or 10.5%, from the same prior-year
period, led by increases in average non-interest-bearing deposits of
$1.7 billion, or 16.9%, and average interest-bearing demand deposits of $1.2
billion, or 8.8%, partially offset by a decrease in average time deposits of
$284.4 million, or 8.7%. Average deposit growth reflected organic growth in new
and existing customer relationships and inflows from the January 2022 Howard
acquisition. Excluding Howard, average deposits (non-GAAP) grew $1.6 billion, or
5.1%, from the same prior-year period.

•The ratio of loans to deposits was 83.8%, compared to 78.7%, as loan growth
outpaced deposit growth. Additionally, the funding mix continued to improve with
non-interest-bearing deposits growing to 35% of total deposits, compared to 34%.

•Total assets were $41.7 billion, compared to $39.5 billion, an increase of $2.2 billion, or 5.5%, primarily due to organic growth in loans and the Howard acquisition.

•The dividend payout ratio for the second quarter of 2022 was 39.7%, compared to 39.1% for the second quarter of 2021 due to merger-related expenses in the second quarter of 2022.



•The ratio of the ACL to total loans and leases was 1.35%, compared to 1.38%
directionally consistent with improved credit metrics. The ACL on loans and
leases totaled $378 million at June 30, 2022, compared to $344 million with the
increase driven by the growth in total loans outstanding, lower prepayment speed
assumptions and the initial ACL related to the Howard acquisition.

•Tangible book value per share (non-GAAP) of $8.10, decreased $0.49, or 5.7%.
AOCI reduced the tangible book value per common share by $0.72 as of June 30,
2022, primarily due to the impact of higher interest rates on the fair value of
AFS securities, compared to a $0.19 reduction.

•The CET1 regulatory capital ratio decreased to 9.7% from 9.9% with the decline
primarily due to an increase in risk-weighted assets from the strong loan growth
as cash was deployed to fund new loans.

•During the second quarter of 2022, the Company repurchased 1.1 million shares
of common stock at a weighted average share price of $11.77 for a total of $13.0
million. In April 2022, our Board of Directors approved an additional $150
million for the repurchase of our common stock to be added to our existing share
repurchase program, bringing the total authorization to $300 million. Since
inception, we repurchased 11.0 million shares at a weighted average share price
of $11.33 for $124.4 million under this repurchase program.
                                       56
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TABLE 1

                                                                            Three Months Ended
                                                                                 June 30,
Quarterly Results Summary                                                 2022                2021
Reported results
Net income available to common stockholders (millions)               $     107.1          $    99.4
Net income per diluted common share                                         0.30               0.31
Book value per common share (period-end)                                   15.19              15.43
Pre-provision net revenue (millions)                                       143.1              125.1
Common equity tier 1 capital ratio                                           9.7  %             9.9  %
Operating results (non-GAAP)
Operating net income available to common stockholders (millions)     $     108.7          $   101.5
Operating net income per diluted common share                               0.31               0.31
Pre-provision net revenue (millions)                                       145.1              127.8
Average diluted common shares outstanding (thousands)                    354,687            323,328

Significant items impacting earnings(1) (millions) Pre-tax merger-related expenses

$      (2.0)         $       -
After-tax impact of merger-related expenses                                 (1.6)                 -

Pre-tax branch consolidation costs                                             -               (2.6)
After-tax impact of branch consolidation costs                                 -               (2.1)

Total significant items pre-tax                                      $      (2.0)         $    (2.6)
Total significant items after-tax                                    $      (1.6)         $    (2.1)
Capital measures (non-GAAP)
Tangible common equity to tangible assets (period-end)                      7.25  %            7.26  %
Tangible book value per common share (period-end)                    $      8.10          $    8.20

                                                                             Six Months Ended
                                                                                 June 30,
Year-to-Date Results Summary                                              2022                2021
Reported results
Net income available to common stockholders (millions)               $     158.1          $   190.6
Net income per diluted common share                                         0.45               0.59
Pre-provision net revenue (millions)                                       228.0              246.0

Operating results (non-GAAP) Operating net income available to common stockholders (millions) 200.7

              192.7
Operating net income per diluted common share                               0.57               0.59
Pre-provision net revenue (millions)                                       262.9              248.7
Average diluted common shares outstanding (thousands)                    351,835            324,028

Significant items impacting earnings(1) (millions) Pre-tax merger-related expenses

$     (30.7)         $       -
After-tax impact of merger-related expenses                                (24.2)                 -

Pre-tax provision expense related to acquisition                           (19.1)                 -
After-tax impact of provision expense related to acquisition               (15.1)                 -
Pre-tax branch consolidation costs                                          (4.2)              (2.6)
After-tax impact of branch consolidation costs                              (3.3)              (2.1)

Total significant items pre-tax                                      $     (54.0)         $    (2.6)
Total significant items after-tax                                    $     (42.6)         $    (2.1)
(1) Favorable (unfavorable) impact on earnings


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Industry Developments

LIBOR and SOFR



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 announced that certain LIBOR tenors will continue to be
published through June 30, 2023. 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 possible 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 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, reviewed 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 has chosen SOFR as the primary
replacement index for LIBOR but other credit-sensitive indices are available for
the benefit of our customers.

Beginning in September 2020, adjustable rate mortgage loans have been originated
with SOFR as the underlying index. Their balance as of June 30, 2022 is
approximately $650 million, an increase of $210 million compared to December 31,
2021. We started originating commercial loans utilizing SOFR and other indices
in the fourth quarter of 2021. During the first six months of 2022, we
originated in excess of $1.6 billion in SOFR indexed loans, including LIBOR
loans that transitioned to SOFR during the period. The current balance of
commercial loans indexed to SOFR is approximately $1.7 billion.

Our transition team continues to work within the guidelines established by the
FCA and ARRC to provide for a smooth transition away from LIBOR. As of June 30,
2022, approximately $9 billion of our loan portfolio consisted of loans whose
variable rate index is LIBOR, a decline of $1.4 billion from March 31, 2022.

Lastly, we have approximately $220 million of outstanding FNB issued and acquired debt that uses LIBOR as its base index.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021



Net income available to common stockholders for the three months ended June 30,
2022 was $107.1 million or $0.30 per diluted common share, compared to net
income available to common stockholders for the three months ended June 30, 2021
of $99.4 million or $0.31 per diluted common share. The results for the second
quarter of 2022 reflect revenue of $335.8 million, an increase of $28.2 million,
or 9.2%. Additionally, the provision for credit losses was $6.4 million with the
increase primarily due to significant loan growth and CECL-related model impacts
from lower prepayment speed assumptions in the second quarter of 2022. This
compares to a provision benefit of $1.1 million for the second quarter of 2021.
Non-interest income for the second quarter of 2022 included increases in service
charges and capital markets income of $5.0 million, or 16.7% and $1.5 million,
or 21.9%, respectively. Non-interest expense for the second quarter of 2022
increased $10.3 million primarily due to salaries and employee benefits,
occupancy and equipment, marketing expense and merger-related costs of $2.0
million.

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Financial highlights are summarized below:



TABLE 2

                                                  Three Months Ended
                                                       June 30,                 $            %
(in thousands, except per share data)            2022           2021          Change       Change
Net interest income                           $ 253,690      $ 227,871      $ 25,819       11.3  %
Provision for credit losses                       6,422         (1,126)        7,548          -
Non-interest income                              82,154         79,772         2,382        3.0
Non-interest expense                            192,774        182,500        10,274        5.6
Income taxes                                     27,506         24,882         2,624       10.5
Net income                                      109,142        101,387         7,755        7.6
Less: Preferred stock dividends                   2,010          2,010             -          -
Net income available to common stockholders   $ 107,132      $  99,377      $  7,755        7.8  %
Earnings per common share - Basic             $    0.30      $    0.31      $  (0.01)      (3.2) %
Earnings per common share - Diluted                0.30           0.31         (0.01)      (3.2)
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
                                                             June 30,
                                                        2022           2021
Return on average equity                                 8.05  %       8.14  %
Return on average tangible common equity (2)            15.53         15.85
Return on average assets                                 1.05          1.06
Return on average tangible assets (2)                    1.14          1.15
Book value per common share (1)                     $   15.19       $ 15.43
Tangible book value per common share (1) (2)             8.10          8.20
Equity to assets (1)                                    13.04  %      13.12 

%


Average equity to average assets                        12.98         12.96
Common equity to assets (1)                             12.79         12.84
Tangible equity to tangible assets (1) (2)               7.52          7.55

Tangible common equity to tangible assets (1) (2) 7.25 7.26 Common equity tier 1 capital ratio (1)

                    9.7           9.9
Dividend payout ratio                                   39.74         39.09


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

                                       59

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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 June 30,
                                                                       2022                                                         2021
                                                                      Interest                                                     Interest
                                                  Average             Income/             Yield/               Average             Income/             Yield/
(dollars in thousands)                            Balance             Expense              Rate                Balance             Expense              Rate
Assets

Interest-earning assets: Interest-bearing deposits with banks $ 2,738,581 $ 5,033

                0.74  %       $  2,436,958          $     659

0.11 %



Taxable investment securities (1)                6,069,239             26,912                1.77             5,071,781             21,295         

1.68


Tax-exempt investment securities (1)(2)          1,000,593              8,524                3.41             1,094,787              9,386                3.43
Loans held for sale                                209,544              2,065                3.94               196,455              1,865                3.80
Loans and leases (2)(3)                         27,245,122            240,900                3.54            25,397,396            222,383                3.51
Total interest-earning assets (2)               37,263,079            283,434                3.05            34,197,377            255,588                3.00
Cash and due from banks                            435,111                                                      369,086
Allowance for credit losses                       (374,750)                                                    (368,243)
Premises and equipment                             400,652                                                      335,294
Other assets                                     4,163,546                                                    3,992,672
Total assets                                  $ 41,887,638                                                 $ 38,526,186
Liabilities
Interest-bearing liabilities:
Deposits:
Interest-bearing demand                       $ 15,013,195             10,455                0.28          $ 13,798,324              4,900                0.14
Savings                                          3,957,969                597                0.06             3,391,989                175                0.02
Certificates and other time                      2,974,360              4,038                0.55             3,258,747              7,090          

0.88


      Total interest-bearing deposits           21,945,524             15,090                0.28            20,449,060             12,165                0.24
Short-term borrowings                            1,421,706              5,760                1.62             1,700,795              6,676                1.57
Long-term borrowings                               712,313              6,238                3.51               954,402              6,134                2.58
Total interest-bearing liabilities              24,079,543             27,088                0.45            23,104,257             24,975                0.43
Non-interest-bearing demand                     11,761,183                                                   10,058,181
Total deposits and borrowings                   35,840,726                                   0.30            33,162,438                                   0.30
Other liabilities                                  608,999                                                      369,249
Total liabilities                               36,449,725                                                   33,531,687
Stockholders' equity                             5,437,913                                                    4,994,499
Total liabilities and stockholders' equity    $ 41,887,638                                                 $ 38,526,186
Net interest-earning assets                   $ 13,183,536                                                 $ 11,093,120
Net interest income (FTE) (2)                                         256,346                                                      230,613
Tax-equivalent adjustment                                              (2,656)                                                      (2,742)
Net interest income                                                 $ 253,690                                                    $ 227,871
Net interest spread                                                                          2.60  %                                                      2.57  %
Net interest margin (2)                                                                      2.76  %                                                      2.70  %


(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.
                                       60
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Net Interest Income



Net interest income on an FTE basis (non-GAAP) increased $25.7 million, or
11.2%, from $230.6 million for the second quarter of 2021 to $256.3 million for
the second quarter of 2022. Average earning assets of $37.3 billion increased
$3.1 billion, or 9.0%, from 2021. In addition to the growth in average earning
assets, net interest income benefited from the repricing impact of the higher
interest rate environment, which was partially offset by the higher cost of
interest-bearing deposit accounts. Average interest-bearing liabilities of $24.1
billion increased $1.0 billion, or 4.2%, from 2021, driven by an increase of
$1.5 billion in average interest-bearing deposits which included organic growth
in new and existing customer relationships, and inflows from the Howard
acquisition, partially offset by a decrease in average borrowings of $521.2
million. Our net interest margin FTE (non-GAAP) increased 6 basis points to
2.76%, as the yield on earning assets increased 5 basis points even with a
reduced PPP contribution. The total cost of funds was stable at 0.30%, with a 4
basis point increase in interest-bearing deposit costs.

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 June 30, 2022, compared to the three months ended June 30, 2021:



TABLE 5
(in thousands)                             Volume        Rate          Net
Interest Income (1)
Interest-bearing deposits with banks     $     91      $ 4,283      $  4,374

Securities (2)                              3,490        1,265         4,755
Loans held for sale                           243          (43)          200
Loans and leases (2)                       12,190        6,327        18,517
Total interest income (2)                  16,014       11,832        27,846
Interest Expense (1)
Deposits:
Interest-bearing demand                       275        5,280         5,555
Savings                                        23          399           422
Certificates and other time                  (418)      (2,634)       (3,052)
Short-term borrowings                      (1,035)         119          (916)
Long-term borrowings                       (1,557)       1,661           104
Total interest expense                     (2,712)       4,825         2,113
Net change (2)                           $ 18,726      $ 7,007      $ 25,733



(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 $283.4 million for the second
quarter of 2022, increased $27.8 million, or 10.9%, from the same quarter of
2021, primarily due to the impact of higher short-term interest rates on cash
balances and an increase in earning assets of $3.1 billion. The increase in
earning assets was primarily driven by a $1.8 billion, or 7.3%, increase in
average loans and leases, an increase in average securities of $903.3 million,
and a $301.6 million increase in average cash and cash equivalents balances.
Excluding PPP loans (non-GAAP), average total loans and leases increased $3.8
billion, or 16.5%, including growth of $2.2 billion in commercial loans and
leases ($1.1 billion from Howard) and $1.7 billion in consumer loans ($0.5
billion from Howard). The increase in average commercial loans and leases,
excluding PPP (non-GAAP), included $1.4 billion, or 28.3%, in commercial and
industrial loans and $723.1 million, or 7.3%, in commercial real estate balances
driven by a combination of organic loan origination activity and the Howard
acquisition. Commercial loan origination activity was led by the Pittsburgh,
Cleveland and North Carolina markets. Average consumer loans increased $1.7
billion, or 21.1%, with a $981.9 million increase in residential mortgages and a
$585.5 million increase in direct installment loans driven by strong organic
loan origination activity and the Howard acquisition. Additionally, the net
increase in the
                                       61
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securities portfolio was a result of management's strategy to deploy excess
liquidity into higher yielding securities, as average securities increased
14.6%. The yield on average earning assets (non-GAAP) increased 5 basis points
from 3.00% for the second quarter of 2021 to 3.05% for the second quarter of
2022, primarily reflecting the higher yields on variable-rate loans and
investment securities offset by significant reductions in PPP contributions as
the PPP loan portfolio winds down.

Interest expense of $27.1 million for the second quarter of 2022 increased $2.1
million, or 8.5%, from the same quarter of 2021, due to an increase in rates
paid on average interest-bearing liabilities and growth in average
interest-bearing deposits over the same quarter of 2021. Average
non-interest-bearing deposits increased $1.7 billion, or 16.9%, and average
interest-bearing deposits increased $1.5 billion, or 7.3%. The growth in average
deposits reflected organic growth in new and existing customer relationships and
inflows from the Howard acquisition. Average short-term borrowings decreased
$279.1 million, or 16.4%, primarily reflecting decreases of $200.0 million and
$86.2 million in short-term FHLB advances and repurchase agreements,
respectively. Average long-term borrowings decreased $242.1 million, or 25.4%,
primarily reflecting a decrease of $263.7 million in long-term FHLB advances,
partially offset by the addition of Howard's $25.0 million of subordinated debt.
The rate paid on interest-bearing liabilities increased 2 basis points from
0.43% to 0.45% for the second quarter of 2022, primarily due to the interest
rate actions made by the FOMC and partially offset by management's actions taken
to reduce the cost of interest-bearing liabilities.

Provision for Credit Losses



Provision for credit losses is determined based on management's estimates of the
appropriate level of ACL needed to absorb probable life-of-loan losses in the
loan and lease portfolio, after giving consideration to charge-offs and
recoveries for the period. The following table presents information regarding
the provision for credit loss expense and net charge-offs:

TABLE 6

                                                       Three Months Ended
                                                            June 30,                      $                   %
(dollars in thousands)                               2022              2021             Change              Change
Provision for credit losses (on loans and
leases)                                          $   6,989          $ (1,706)         $ 8,695                  509.7  %
Provision for unfunded loan commitments               (579)              580           (1,159)                (199.8)
Provision for credit losses                      $   6,410          $ (1,126)         $ 7,536                  669.3  %
Net loan charge-offs (recoveries)                     (381)            3,822           (4,203)                (110.0)
Net loan charge-offs (recoveries) (annualized) /
total average loans and leases                       (0.01) %           

0.06 %





Provision for credit losses was $6.4 million during the second quarter of 2022,
an increase of $7.5 million, from the same period of 2021. The second quarter of
2022 is comprised of a $7.0 million provision for loans and leases outstanding
and a $0.6 million provision benefit for unfunded loan commitments. The net
increase reflects significant loan growth and CECL-related model impacts from
lower prepayment speed assumptions in the second quarter of 2022. The second
quarter of 2022 also reflected net recoveries of $0.4 million, or 0.01%
annualized of total average loans, compared to net charge-offs of $3.8 million,
or 0.06% annualized, in the second quarter of 2021. For additional information
relating to the allowance and provision for credit losses, refer to the
Allowance for Credit Losses on Loans and Leases section of this Management's
Discussion and Analysis.


                                       62

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Non-Interest Income

The breakdown of non-interest income for the three months ended June 30, 2022 and 2021 is presented in the following table:



TABLE 7

                                                     Three Months Ended
                                                          June 30,                 $            %
(dollars in thousands)                               2022           2021        Change       Change
Service charges                                  $   34,693      $ 29,726      $ 4,967        16.7  %
Trust services                                        9,713         9,282          431         4.6
Insurance commissions and fees                        6,352         6,227          125         2.0
Securities commissions and fees                       6,052         5,747          305         5.3
Capital markets income                                8,547         7,012        1,535        21.9
Mortgage banking operations                           6,120         7,422       (1,302)      (17.5)
Dividends on non-marketable equity securities         2,770         2,383          387        16.2
Bank owned life insurance                             4,043         4,766         (723)      (15.2)
Net securities gains                                     48            87          (39)      (44.8)

Other                                                 3,816         7,120       (3,304)      (46.4)
Total non-interest income                        $   82,154      $ 79,772      $ 2,382         3.0  %


Total non-interest income increased $2.4 million, or 3.0%, to $82.2 million for
the second quarter of 2022, compared to $79.8 million for the second quarter of
2021. The variances in the individual non-interest income items are explained in
the following paragraphs.

Service charges of $34.7 million for the second quarter of 2022 increased $5.0
million, or 16.7%, from the same period of 2021, driven by interchange fees,
treasury management services and higher customer activity.

Capital markets increased $1.5 million, or 21.9%, with solid contributions from swap fees, international banking, and debt capital markets.



Mortgage banking operations income of $6.1 million for the second quarter of
2022 decreased $1.3 million, or 17.5%, from the same period of 2021, as
secondary market revenue and mortgage held-for-sale pipelines declined from
higher levels given the sharp increase in mortgage rates in 2022. During the
second quarter of 2022, we sold $328.4 million of residential mortgage loans,
compared to $526.5 million for the same period of 2021, a decrease of 37.6%.

Bank owned life insurance decreased $0.7 million, or 15.2%, due to higher life
insurance claims in the second quarter of 2021 as compared to the second quarter
of 2022.

Other non-interest income was $3.8 million and $7.1 million for the second quarter of 2022 and 2021, respectively, with the decline primarily due to strong SBA premium income levels in 2021.


                                       63
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Non-Interest Expense

The breakdown of non-interest expense for the three months ended June 30, 2022 and 2021 is presented in the following table:



TABLE 8

                                      Three Months Ended
                                           June 30,                 $            %
(dollars in thousands)               2022           2021          Change       Change

Salaries and employee benefits $ 103,870 $ 102,073 $ 1,797

    1.8  %
Net occupancy                        15,768         16,296          (528)      (3.2)
Equipment                            18,687         17,160         1,527        8.9
Amortization of intangibles           3,549          3,024           525       17.4
Outside services                     17,265         18,695        (1,430)      (7.6)
Marketing                             4,628          3,392         1,236       36.4
FDIC insurance                        5,295          4,208         1,087       25.8
Bank shares and franchise taxes       3,905          3,576           329        9.2
Merger-related                        2,027              -         2,027          -
Other                                17,780         14,076         3,704       26.3
Total non-interest expense        $ 192,774      $ 182,500      $ 10,274        5.6  %


Total non-interest expense of $192.8 million for the second quarter of 2022
increased $10.3 million, or 5.6%, from the same period of 2021. Non-interest
expense increased $10.9 million, or 6.1%, when excluding significant items of
$2.0 million of merger-related expenses in the second quarter of 2022 and $2.6
million of branch consolidation costs in the second quarter of 2021. The
variances in the individual non-interest expense items are further explained in
the following paragraphs.

Salaries and employee benefits of $103.9 million for the second quarter of 2022
increased $1.8 million, or 1.8%, from the same period of 2021, due primarily to
annual merit increases and the acquired Howard expense base.

Net occupancy and equipment of $34.5 million for the second quarter of 2022
increased $1.0 million, or 3.0% from the same period of 2021. On an operating
basis, net occupancy and equipment increased $3.1 million, or 10.0%, primarily
from technology-related investments and the acquired Howard expense base.

Amortization of intangibles of $3.5 million increased $0.5 million, or 17.4%,
primarily due to the amortization of core deposit intangibles from the Howard
acquisition.

Marketing expense increased $1.2 million over the same prior-year period due to increased spending on digital advertising and campaigns related to our Physician's First Program.

FDIC insurance of $5.3 million increased $1.1 million, or 25.8%, primarily due to loan growth and balance sheet mix shift.

We recorded $2.0 million in merger-related costs in the second quarter of 2022 relating to the Howard acquisition and the pending UB Bancorp merger.



Other non-interest expense was $17.8 million and $14.1 million for the second
quarter of 2022 and 2021, respectively. In the second quarter of 2021, we
recorded over $0.5 million in branch consolidation costs and had an increase in
business development expense and other operational costs during the current
period in other non-interest expense.
                                       64
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The following table presents non-interest expense excluding significant items for the three months ended June 30, 2022 and 2021:



TABLE 9

                                                              Three Months Ended June 30,                 $                 %
(dollars in thousands)                                          2022                  2021             Change             Change
Total non-interest expense, as reported                   $      192,774          $ 182,500          $ 10,274                5.6  %
Significant items:

  Branch consolidations                                                -             (2,644)            2,644

  Merger-related                                                  (2,027)                 -            (2,027)
Total non-interest expense, excluding significant items
(1)                                                       $      190,747          $ 179,856          $ 10,891                6.1  %


(1) Non-GAAP

Income Taxes

The following table presents information regarding income tax expense and
certain tax rates:

TABLE 10

                                 Three Months Ended
                                      June 30,
(dollars in thousands)          2022           2021
Income tax expense           $ 27,506       $ 24,882
Effective tax rate               20.1  %        19.7  %
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
2022 due to higher pre-tax earnings and state income taxes.

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021



Net income available to common stockholders for the first six months of 2022 was
$158.1 million or $0.45 per diluted common share, compared to net income
available to common stockholders for the first six months of 2021 of $190.6
million or $0.59 per diluted common share. The provision for credit losses for
the first six months of 2022 totaled $24.4 million including $19.1 million of
initial provision for non-PCD loans associated with the Howard acquisition. This
compares to $4.8 million in the first six months of 2021. Non-interest income
totaled $160.5 million, a decrease of $2.1 million, or 1.3%, reflecting reduced
contributions from mortgage banking due to the increasing interest rate
environment, partially offset by strong contributions from wealth management,
capital markets and insurance commissions and fees, as well as higher service
charges reflecting increased customer activity. Non-interest expense of $420.2
million, increased $52.8 million, or 14.4%, as the first six months of 2022
included merger-related costs of $30.7 million and branch consolidation costs of
$4.2 million. The first six months of 2021 included the impact of branch
consolidation costs of $2.6 million. On an operating basis, earnings per diluted
common share (non-GAAP) was $0.57, compared to $0.59.


                                       65
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Financial highlights are summarized below:



TABLE 11

                                                   Six Months Ended
                                                       June 30,                  $             %
(in thousands, except per share data)            2022           2021          Change        Change
Net interest income                           $ 487,766      $ 450,794      $  36,972         8.2  %
Provision for credit losses                      24,381          4,785         19,596       409.5
Non-interest income                             160,476        162,577         (2,101)       (1.3)
Non-interest expense                            420,200        367,362         52,838        14.4
Income taxes                                     41,521         46,602         (5,081)      (10.9)
Net income                                      162,140        194,622        (32,482)      (16.7)
Less: Preferred stock dividends                   4,020          4,020              -           -

Net income available to common stockholders $ 158,120 $ 190,602 $ (32,482) (17.0) % Earnings per common share - Basic

$    0.45      $    0.60      $   (0.15)      (25.0) %
Earnings per common share - Diluted                0.45           0.59          (0.14)      (23.7)
Cash dividends per common share                    0.24           0.24              -           -


The following table presents selected financial ratios and other relevant data used to analyze our performance:



TABLE 12

                                                        Six Months Ended
                                                            June 30,
                                                       2022          2021
Return on average equity                               6.01  %       7.88  %

Return on average tangible common equity (2) 11.49 15.41 Return on average assets

                               0.79          1.03
Return on average tangible assets (2)                  0.87          1.12
Book value per common share (1)                     $ 15.19       $ 15.43
Tangible book value per common share (1) (2)           8.10          8.20
Equity to assets (1)                                  13.04  %      13.12  %
Average equity to average assets                      13.11         13.07
Common equity to assets (1)                           12.79         12.84
Tangible equity to tangible assets (1) (2)             7.52          7.55

Tangible common equity to tangible assets (1) (2) 7.25 7.26 Common equity tier 1 capital ratio (1)

                  9.7           9.9
Dividend payout ratio                                 53.93         40.86


(1) Period-end

(2) Non-GAAP
                                       66

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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 13

                                                                                            Six Months Ended June 30,
                                                                       2022                                                          2021
                                                                      Interest                                                      Interest
                                                  Average             Income/              Yield/               Average             Income/              Yield/
(dollars in thousands)                            Balance             Expense               Rate                Balance             Expense               Rate
Assets

Interest-earning assets: Interest-bearing deposits with banks $ 2,921,076 $ 6,540

                 0.45  %       $  1,999,580          $   1,082

0.11 %



Taxable investment securities (1)                6,000,476             50,697                 1.69             4,994,705             43,212        

1.73


Tax-exempt investment securities (1)(2)          1,012,870             17,256                 3.41             1,110,902             19,107        

3.44


Loans held for sale                                234,316              4,457                 3.81               180,503              3,358         

3.72


Loans and leases (2) (3)                        26,744,743            460,662                 3.47            25,424,960            443,160       

3.51


Total interest-earning assets (2)               36,913,481            539,612                 2.94            33,710,650            509,919       

3.04


Cash and due from banks                            422,981                                                       369,474
Allowance for credit losses                       (367,611)                                                     (369,013)
Premises and equipment                             389,433                                                       334,310
Other assets                                     4,148,188                                                     4,033,514
Total assets                                  $ 41,506,472                                                  $ 38,078,935
Liabilities
Interest-bearing liabilities:
Deposits:
Interest-bearing demand                       $ 14,966,600             13,871                 0.19          $ 13,578,936             10,439                 0.16
Savings                                          3,916,724                740                 0.04             3,336,465                347                 0.02
Certificates and other time                      2,959,451              8,164                 0.56             3,386,928             16,624         

0.99


      Total interest-bearing deposits           21,842,775             22,775                 0.21            20,302,329             27,410                 0.27
Short-term borrowings                            1,465,595             11,562                 1.59             1,759,979             13,716                 1.57
Long-term borrowings                               711,072             12,255                 3.48             1,023,337             12,398                 2.44
Total interest-bearing liabilities              24,019,442             46,592                 0.39            23,085,645             53,524                 0.47
Non-interest-bearing demand                     11,509,946                                                     9,638,015
Total deposits and borrowings                   35,529,388                                    0.26            32,723,660                                    0.33
Other liabilities                                  533,711                                                       377,089
Total liabilities                               36,063,099                                                    33,100,749
Stockholders' equity                             5,443,373                                                     4,978,186
Total liabilities and stockholders' equity    $ 41,506,472                                                  $ 38,078,935
Net interest-earning assets                   $ 12,894,039                                                  $ 10,625,005
Net interest income (FTE) (2)                                         493,020                                                       456,395
Tax-equivalent adjustment                                              (5,254)                                                       (5,601)
Net interest income                                                 $ 487,766                                                     $ 450,794
Net interest spread                                                                           2.55  %                                                       2.57  %
Net interest margin (2)                                                                       2.69  %                                                       2.72  %


(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.
                                       67
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Net Interest Income



Net interest income on an FTE basis (non-GAAP) totaled $493.0 million,
increasing $36.6 million, or 8.0%, as the higher interest rate environment
impacted earning asset yields. There was growth in earning assets of $3.2
billion or 9.5%, partially offset by a reduced net interest margin. The net
interest margin (FTE) (non-GAAP) declined 3 basis points to 2.69%, primarily
reflecting lower yields on commercial loans due to significantly lower PPP
accretion and investment securities, combined with the effect of higher average
cash balances on the mix of earning assets.

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 six months ended
June 30, 2022, compared to the six months ended June 30, 2021:

TABLE 14



(in thousands)                             Volume        Rate          Net
Interest Income (1)
Interest-bearing deposits with banks     $    699      $ 4,759      $  5,458

Securities (2)                              6,853       (1,219)        5,634
Loans held for sale                         1,181          (82)        1,099
Loans and leases (2)                       13,655        3,847        17,502
Total interest income (2)                  22,388        7,305        29,693
Interest Expense (1)
Deposits:
Interest-bearing demand                       684        2,748         3,432
Savings                                        41          352           393
Certificates and other time                (1,335)      (7,125)       (8,460)
Short-term borrowings                      (2,587)         433        (2,154)
Long-term borrowings                       (3,766)       3,623          (143)
Total interest expense                     (6,963)          31        (6,932)
Net change (2)                           $ 29,351      $ 7,274      $ 36,625


(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 $539.6 million for the first six
months of 2022, increased $29.7 million, or 5.8%, from the same period of 2021,
resulting from the impact of higher short-term interest rates on
interest-bearing deposits with banks and an increase in earning assets of $3.2
billion. The increase in earning assets was primarily driven by a $1.3 billion,
or 5.2%, increase in average loans, a $921.5 million increase in average cash
and cash equivalents and an increase in average securities of $907.7 million.
Excluding PPP loans, average total loans and leases increased $3.3 billion, or
14.4%, including growth of $1.9 billion in commercial loans and leases ($1.0
billion from Howard) and $1.4 billion in consumer loans ($0.5 billion from
Howard). The increase in average commercial loans and leases, excluding PPP,
included $1.2 billion, or 24.5%, in commercial and industrial loans and $686.4
million, or 6.9%, in commercial real estate balances, driven by a combination of
the Howard acquisition and organic loan origination activity. Commercial
origination activity was led by the Pittsburgh, Cleveland and North and South
Carolina markets. Average consumer loans increased $1.4 billion, or 17.6%, with
an increase in residential mortgage loans of $819.7 million, or 24.3%, direct
home equity installment loans of $527.1 million, or 25.8%, and indirect
installment loans of $47.5 million, or 3.9%, driven by a combination of the
Howard acquisition and organic loan origination activity. Additionally, the net
increase in the securities portfolio was a result of management's strategy to
deploy excess liquidity into higher yielding securities, as average securities
increased 14.9%. For the first six months of 2022, the yield on average earning
assets (non-GAAP) decreased 10 basis points to 2.94%, compared to the first six
months of 2021, primarily from reduced PPP contribution.

Interest expense of $46.6 million for the first six months of 2022 decreased $6.9 million, or 13.0%, from the same period of 2021, primarily due to a decrease in rates paid, partially offset by an increase in average interest-bearing deposits. The growth


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in average deposits reflected inflows from the Howard acquisition and organic
growth in new and existing customer relationships, as well as customer
preferences to maintain larger balances in their deposit accounts and shift
balances into more liquid accounts. Average interest-bearing deposits increased
$1.5 billion, or 7.6%, which reflects the benefit of solid organic growth in
customer relationships, the addition of Howard, as well as deposits from PPP
funding and government stimulus activities. Average time deposits declined
$427.5 million, or 12.6%, as customer preferences had shifted away from higher
rate certificates of deposit to lower yielding, more liquid products, however,
customers' preferences are beginning to shift back to certificates of deposits
as interest rates increase. Average long-term borrowings decreased $312.3
million, or 30.5%, primarily due to a decrease of $329.3 million in long-term
FHLB borrowings, partially offset by the addition of Howard's $25.0 million of
subordinated debt. The rate paid on interest-bearing liabilities decreased 8
basis points to 0.39% for the first six months of 2022, compared to the first
six months of 2021. Similarly, the cost of interest-bearing deposits declined 6
basis points from 0.27% to 0.21%. These declines were a result of management
actions taken to reduce the cost of interest-bearing liabilities given the low
interest rate environment in 2021 and strong growth in non-interest-bearing
deposits.

Provision for Credit Losses



The following table presents information regarding the provision for credit loss
expense and net charge-offs:

TABLE 15

                                                      Six Months Ended
                                                          June 30,                        $                   %
(dollars in thousands)                             2022               2021             Change              Change
Provision for credit losses (on loans and
leases)                                        $  25,225          $   4,359          $ 20,866                 478.7  %
Provision for unfunded loan commitments             (919)               428            (1,347)               (314.7)
Provision for credit losses                    $  24,306          $   4,787          $ 19,519                 407.8  %
Net loan charge-offs                               1,507             10,957            (9,450)                (86.2)
Net loan charge-offs (annualized) / total
average loans and leases                            0.01  %            0.09 

%




Provision for credit losses was $24.3 million for the six months ended June 30,
2022, an increase of $19.5 million, from the same period of 2021. The
year-to-date amount for 2022 is comprised of a $25.2 million provision for loans
and leases outstanding and a $0.9 million benefit for unfunded loan commitments.
The increase reflects $19.1 million of initial provision for non-PCD loans
associated with the Howard acquisition and growth in loans outstanding,
partially offset by favorable asset quality trends across all loan portfolio
credit metrics in 2022. Net loan charge-offs were $1.5 million during the six
months ended June 30, 2022, compared to $11.0 million during the six months
ended June 30, 2021.


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Non-Interest Income

The breakdown of non-interest income for the six months ended June 30, 2022 and 2021 is presented in the following table:



TABLE 16

                                                      Six Months Ended
                                                          June 30,                 $             %
(dollars in thousands)                              2022           2021          Change       Change
Service charges                                  $  66,208      $  57,557      $  8,651        15.0  %
Trust services                                      20,062         18,365         1,697         9.2
Insurance commissions and fees                      13,957         13,412           545         4.1
Securities commissions and fees                     11,743         11,365           378         3.3
Capital markets income                              15,674         14,724           950         6.5
Mortgage banking operations                         12,787         23,155       (10,368)      (44.8)
Dividends on non-marketable equity securities        4,920          4,659           261         5.6
Bank owned life insurance                            6,685          7,714        (1,029)      (13.3)
Net securities gains                                    48            128           (80)      (62.5)

Other                                                8,392         11,498        (3,106)      (27.0)
Total non-interest income                        $ 160,476      $ 162,577      $ (2,101)       (1.3) %

Total non-interest income decreased $2.1 million, to $160.5 million for the first six months of 2022, a 1.3% decrease from the same period of 2021. The variances in significant individual non-interest income items are explained in the following paragraphs.



Service charges of $66.2 million for the first six months of 2022 increased $8.7
million, or 15.0%, driven by interchange fees, treasury management services and
higher customer activity.

Trust services of $20.1 million for the first six months of 2022 increased $1.7
million, or 9.2%, from the same period of 2021, primarily driven by
contributions across the geographic footprint, partially offset by the market
value of assets under management decreasing $191.1 million, or 2.5%, to $7.4
billion at June 30, 2022.

Capital markets income of $15.7 million for the first six months of 2022 increased $1.0 million, or 6.5%, from the same period of 2021, with contributions from swap fees, international banking and debt capital markets.



Mortgage banking operations income of $12.8 million for the first six months of
2022 decreased $10.4 million, or 44.8%, from the same period of, 2021 as
secondary market revenue and mortgage held-for-sale pipelines declined from
elevated levels in 2021 due to the significant increase in interest rates.
During the first six months of 2022, we sold $695.4 million of residential
mortgage loans, a 33.3% decrease compared to $1.0 billion for the same period of
2021.

Bank owned life insurance of $6.7 million for the first six months of 2022 decreased $1.0 million, or 13.3%, from the same period of 2021, due to higher life insurance claims in the 2021 period.



Other non-interest income was $8.4 million and $11.5 million for the first six
months of 2022 and 2021, respectively, with the decline primarily due to strong
SBA premium income levels in 2021.



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Non-Interest Expense

The breakdown of non-interest expense for the six months ended June 30, 2022 and 2021 is presented in the following table:



TABLE 17

                                       Six Months Ended
                                           June 30,                 $            %
(dollars in thousands)               2022           2021          Change       Change

Salaries and employee benefits $ 216,059 $ 209,376 $ 6,683

    3.2  %
Net occupancy                        33,957         32,459         1,498        4.6
Equipment                            36,692         34,190         2,502        7.3
Amortization of intangibles           6,776          6,074           702       11.6
Outside services                     34,298         35,624        (1,326)      (3.7)
Marketing                             7,884          6,833         1,051       15.4
FDIC insurance                        9,869          9,052           817        9.0
Bank shares and franchise taxes       7,932          7,355           577        7.8
Merger-related                       30,656              -        30,656          -
Other                                36,077         26,399         9,678       36.7
Total non-interest expense        $ 420,200      $ 367,362      $ 52,838       14.4  %


Total non-interest expense of $420.2 million for the first six months of 2022
increased $52.8 million, a 14.4% increase from the same period of 2021. On an
operating basis, non-interest expense (non-GAAP) increased $20.6 million, or
5.7%, when excluding significant items of $30.7 million in merger-related costs
and $4.2 million in branch consolidation costs in the first six months of 2022,
compared to $2.6 million in branch consolidation costs in the first six months
of 2021. The variances in the individual non-interest expense items are further
explained in the following paragraphs.

Salaries and employee benefits of $216.1 million for the first six months of
2022 increased $6.7 million, or 3.2%, from the same period of 2021, due to
normal merit increases, higher production-related commissions and incentives and
the acquired Howard expense base.

Net occupancy and equipment expense of $70.6 million for the first six months of
2022 increased $4.0 million, or 6.0%, from the same period of 2021, primarily
from technology-related investments and the acquired Howard expense base.
Additionally, there were branch consolidation costs of $1.9 million in the first
six months of 2022, compared to $2.1 million in the first six months of 2021.

Amortization of intangibles of $6.8 million for the first six months of 2022
increased $0.7 million, or 11.6%, from the same period of 2021, primarily due to
additional core deposit intangibles added as a result of the Howard acquisition.

Marketing expense of $7.9 million for the first six months of 2022 increased
$1.1 million, or 15.4%, from the same period of 2021, primarily due to increased
digital advertising spending and campaigns related to our Physician's First
Program.

FDIC insurance of $9.9 million for the first six months of 2022 increased $0.8
million, or 9.0%, from the same period of 2021, as a result of loan growth and a
shift in the balance sheet mix.

Bank shares and franchise taxes of $7.9 million for the first six months of 2022
increased $0.6 million, or 7.8%, from the same period of 2021, primarily due to
an increase in the bank's capital tax base.

We recorded $30.7 million in merger-related costs for the first six months of
2022 related to the Howard acquisition which closed on January 22, 2022 and the
pending UB Bancorp acquisition.

Other non-interest expense was $36.1 million and $26.4 million for the first six
months of 2022 and 2021, respectively. There was $2.2 million in branch
consolidation costs and an increase in business development expense and other
operational costs in the first six months of 2022. Comparatively, we had $0.5
million in branch consolidation costs and a $2.2 million mortgage recourse
reserve release in the first six months of 2021.


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The following table presents non-interest expense excluding significant items for the six months ended June 30, 2022 and 2021:



TABLE 18

                                                                Six Months Ended
                                                                    June 30,                        $                 %
(dollars in thousands)                                       2022               2021             Change             Change
Total non-interest expense, as reported                  $ 420,200          $ 367,362          $ 52,838               14.4  %
Significant items:

  Branch consolidations                                     (4,178)            (2,644)           (1,534)

  Merger-related                                           (30,656)                 -           (30,656)
Total non-interest expense, excluding significant items
(1)                                                      $ 385,366          $ 364,718          $ 20,648                5.7  %


(1) Non-GAAP

Income Taxes

The following table presents information regarding income tax expense and
certain tax rates:

TABLE 19

                                  Six Months Ended
                                      June 30,
(dollars in thousands)          2022           2021
Income tax expense           $ 41,521       $ 46,602
Effective tax rate               20.4  %        19.3  %
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 lower in
2022 due to lower pretax earnings resulting from merger-related expenses from
the Howard acquisition. The effective tax rate is higher in 2022 primarily
driven by higher state income taxes and nondeductible merger-related expenses
resulting from the Howard acquisition.


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FINANCIAL CONDITION

The following table presents our condensed Consolidated Balance Sheets:



TABLE 20

                                               June 30,      December 31,          $             %
(dollars in millions)                            2022            2021            Change       Change
Assets
Cash and cash equivalents                     $  2,029      $       3,493      $ (1,464)      (41.9) %
Securities                                       7,306              6,889           417         6.1
Loans held for sale                                164                295          (131)      (44.4)
Loans and leases, net                           27,666             24,624         3,042        12.4
Goodwill and other intangibles                   2,489              2,304           185         8.0
Other assets                                     2,027              1,908           119         6.2
Total Assets                                  $ 41,681      $      39,513      $  2,168         5.5  %
Liabilities and Stockholders' Equity
Deposits                                      $ 33,480      $      31,726      $  1,754         5.5  %
Borrowings                                       2,103              2,218          (115)       (5.2)
Other liabilities                                  662                419           243        58.0
Total Liabilities                               36,245             34,363         1,882         5.5
Stockholders' Equity                             5,436              5,150           286         5.6
Total Liabilities and Stockholders' Equity    $ 41,681      $      39,513

$ 2,168 5.5 %

The increase in assets, liabilities and stockholders' equity is primarily due to the Howard acquisition.



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; Charlotte, Raleigh, Durham and the Piedmont Triad
(Winston-Salem, Greensboro and High Point) in North Carolina; and Charleston,
South Carolina.
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Following is a summary of loans and leases:



TABLE 21

                                      June 30,      December 31,          $           %
                                        2022            2021           Change       Change
(in millions)
Commercial real estate               $ 10,787      $       9,899      $   888        9.0  %
Commercial and industrial               6,564              5,977          587        9.8
Commercial leases                         504                495            9        1.8
Other                                     136                 94           42       44.7
Total commercial loans and leases      17,991             16,465        1,526        9.3
Direct installment                      2,769              2,376          393       16.5
Residential mortgages                   4,595              3,654          941       25.8
Indirect installment                    1,384              1,227          157       12.8
Consumer lines of credit                1,305              1,246           59        4.7
Total consumer loans                   10,053              8,503        1,550       18.2
Total loans and leases               $ 28,044      $      24,968      $ 3,076       12.3  %

The commercial and industrial category includes PPP loans totaling $85.8 million, net of unamortized net deferred fees of $2.2 million at June 30, 2022, compared to $336.6 million at December 31, 2021.

Non-Performing Assets

Following is a summary of non-performing assets:



TABLE 22

                                         June 30,       December 31,        $            %
(in millions)                              2022             2021          Change      Change
Commercial real estate                  $      49      $         48      $    1         2.1  %
Commercial and industrial                      10                15          (5)      (33.3)
Commercial leases                               1                 1           -           -
Other                                           -                 -           -           -
Total commercial loans and leases              60                64          (4)       (6.3)
Direct installment                              7                 7           -           -
Residential mortgages                          17                10           7        70.0
Indirect installment                            2                 2           -           -
Consumer lines of credit                        6                 5           1        20.0
Total consumer loans                           32                24           8        33.3
Total non-performing loans and leases          92                88           4         4.5
Other real estate owned                        10                 8           2        25.0
Non-performing assets                   $     102      $         96      $    6         6.3  %


Non-performing assets increased $5.8 million, from $96.2 million at December 31,
2021 to $101.9 million at June 30, 2022. This reflects an increase of $4.6
million in non-performing loans and leases and an increase of $1.2 million in
OREO. The increase in non-performing loans was driven by the acquisition of the
Howard Bank portfolio.

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Troubled Debt Restructured Loans

Following is a summary of accruing and non-accrual TDRs, by class:



TABLE 23

                                             Non-
(in millions)                Accruing      Accrual       Total

June 30, 2022 Commercial real estate $ 5 $ 24 $ 29 Commercial and industrial 1

             1          2
Total commercial loans             6            25         31
Direct installment                20             3         23
Residential mortgages             31             4         35

Consumer lines of credit           5             1          6
Total consumer loans              56             8         64
Total TDRs                  $     62      $     33      $  95

December 31, 2021 Commercial real estate $ 6 $ 21 $ 27 Commercial and industrial -

             1          1
Total commercial loans             6            22         28
Direct installment                21             4         25
Residential mortgages             27             5         32

Consumer lines of credit           6             1          7
Total consumer loans              54            10         64
Total TDRs                  $     60      $     32      $  92

Allowance for Credit Losses on Loans and Leases



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.



At June 30, 2022 and December 31, 2021, we utilized a third-party consensus
macroeconomic forecast reflecting the current and projected macroeconomic
environment. For our ACL calculation at June 30, 2022, the macroeconomic
variables that we utilized included, but were not limited to: (i) the purchase
only Housing Price Index, which reflects growth of 6.0% over our R&S forecast
period, (ii) a Commercial Real Estate Price Index, which reflects growth of
11.4% over our R&S forecast period, (iii) S&P Volatility, which increases 2.3%
in 2022 and decreases 8.6% in 2023 and (iv) bankruptcies, which increase
steadily over the R&S forecast period but average below historic levels.
Macroeconomic variables that we utilized for our ACL calculation as of
December 31, 2021 included, but were not limited to: (i) the purchase only
Housing Price Index, which reflected growth of 6.3% over our R&S forecast
period, (ii) a Commercial Real Estate Price Index, which reflected growth of
13.0% over our R&S forecast period, (iii) S&P Volatility, which increases 15.2%
in 2022 and 1.9% in 2023 and (iv) bankruptcies, which increase steadily over the
R&S forecast period but average below historical levels.
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Following is a summary of certain ratios related to the ACL and loans and
leases:

TABLE 24

                                                                                        Six Months Ended
                                                                                            June 30,
                                                                                   2022                   2021
Net loan charge-offs (annualized) by category to average loans:
Commercial real estate                                                                   -  %                0.02  %
Commercial and industrial                                                                -                   0.05

Other commercial                                                                         -                   0.01

Indirect installment                                                                  0.01                   0.01

Net loan charge-offs (annualized)/average loans                                       0.01  %                0.09  %
Allowance for credit losses/total loans and leases                                    1.35  %                1.42  %
Allowance for credit losses/non-performing loans                                    408.92  %              278.20  %


The ACL on loans and leases of $378.0 million at June 30, 2022 increased $33.7
million, or 9.8%, from December 31, 2021 with the increase primarily driven by
the initial ACL related to the Howard acquisition. Our ending ACL coverage ratio
at June 30, 2022 was 1.35%, compared to 1.38% at December 31, 2021. Total
provision for credit losses for the six months ended June 30, 2022 was $24.4
million, compared to $4.8 million for the first six months ended June 30, 2021
reflecting $19.1 million of initial provision for non-PCD loans associated with
the Howard acquisition in the first quarter of 2022. Net charge-offs were $1.5
million for the six months ended June 30, 2022, compared to $11.0 million for
the six months ended June 30, 2021, with both periods well below historical
levels. The ACL as a percentage of non-performing loans for the total portfolio
increased from 392% as of December 31, 2021 to 409% as of June 30, 2022.

Deposits

Our primary source of funds is deposits. These deposits are provided by business, consumer and municipal customers who we serve within our footprint.

Following is a summary of deposits:



TABLE 25

                                        June 30,      December 31,          $           %
(in millions)                             2022            2021           Change       Change
Non-interest-bearing demand            $ 11,716      $      10,789      $   927        8.6  %
Interest-bearing demand                  14,739             14,409          330        2.3
Savings                                   3,982              3,669          313        8.5
Certificates and other time deposits      3,043              2,859          184        6.4
Total deposits                         $ 33,480      $      31,726      $ 1,754        5.5  %


Total deposits increased $1.8 billion, or 5.5%, from December 31, 2021,
primarily as a result of growth in non-interest-bearing and interest-bearing
demand balances due to the Howard acquisition as well as an expansion of
customer relationships and higher customer balances. Customer preferences had
shifted to more liquid accounts, however, customers' preferences are beginning
to shift back to certificates of deposits as interest rates increase. The
deposit growth helped us eliminate overnight borrowings and reduce higher-cost
short-term FHLB borrowings and their related swaps and provide cash to be used
for funding loan growth.

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


                                       76
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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.

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 April 18, 2022, we announced that our Board of Directors approved an
additional $150 million for the repurchase of our common stock through our
existing share repurchase program bringing the total authorization to $300
million. Since inception, we repurchased 11.0 million shares at a weighted
average share price of $11.33 for $124.4 million under this repurchase program,
with $175.6 million remaining for repurchase. 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.

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 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 a 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 June 30, 2022, 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 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
a 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 final rule, we delayed recognizing
the estimated impact of CECL on regulatory capital until after a two-year
deferral period, which for us extended 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 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. As of June 30, 2022, the total deferred impact on CET1 capital
related to our adoption of CECL was approximately $51.6 million, or 16 basis
points, which will continue to be reduced by approximately $17.2 million
annually.

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 like 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.

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Following are the capital amounts and related ratios for FNB and FNBPA:



TABLE 26

                                                                                                                                              Minimum Capital
                                                                                           Well-Capitalized                        Requirements plus

Capital Conservation


                                                   Actual                                  Requirements (1)                                        Buffer
(dollars in millions)                    Amount             Ratio                     Amount                    Ratio                   Amount                   Ratio
As of June 30, 2022
F.N.B. Corporation
Total capital                          $ 3,892                12.00  %       $        3,242                       10.00  %       $            3,404                10.50  %
Tier 1 capital                           3,259                10.05                   1,945                        6.00                       2,756                 8.50
Common equity tier 1                     3,152                 9.72                               n/a                  n/a                    2,270                 7.00
Leverage                                 3,259                 8.22                               n/a                  n/a                    1,587                 4.00
Risk-weighted assets                    32,422
FNBPA
Total capital                            4,081                12.62  %                3,234                       10.00  %                    3,396                10.50  %
Tier 1 capital                           3,430                10.61                   2,587                        8.00                       2,749                 8.50
Common equity tier 1                     3,350                10.36                   2,102                        6.50                       2,264                 7.00
Leverage                                 3,430                 8.66                   1,980                        5.00                       1,584                 4.00
Risk-weighted assets                    32,343
As of December 31, 2021
F.N.B. Corporation
Total capital                          $ 3,531                12.18  %       $        2,899                       10.00  %       $            3,044                10.50  %
Tier 1 capital                           2,984                10.29                   1,739                        6.00                       2,464                 8.50
Common equity tier 1                     2,877                 9.92                               n/a                  n/a                    2,029                 7.00
Leverage                                 2,984                 7.99                               n/a                  n/a                    1,493                 4.00
Risk-weighted assets                    28,991
FNBPA
Total capital                            3,695                12.77  %                2,893                       10.00  %                    3,038                10.50  %
Tier 1 capital                           3,098                10.71                   2,314                        8.00                       2,459                 8.50
Common equity tier 1                     3,018                10.43                   1,880                        6.50                       2,025                 7.00
Leverage                                 3,098                 8.31                   1,864                        5.00                       1,491                 4.00
Risk-weighted assets                    28,930

(1) Reflects the well-capitalized standard under Regulation Y for F.N.B. Corporation and the prompt corrective action framework for 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   2021 Annual Report on Form 10-K   as filed with the SEC on
February 24, 2022.


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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 available for use 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. The cash
position at June 30, 2022 was $257.7 million, down $37.7 million from year-end,
due primarily to $42.8 million in share repurchases. Management has utilized
various strategies to ensure sufficient cash on hand is available to meet the
parent's funding needs.

Two metrics that are used to gauge the adequacy of the parent company's cash
position are the Liquidity Coverage Ratio (LCR) and Months of Cash on Hand
(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 27

                             June 30,        December 31,       Internal
                               2022              2021             Limit
Liquidity coverage ratio       2.6 times         2.4 times         > 1 time
Months of cash on hand       13.5 months       16.9 months      > 12 months

Management has concluded that our cash levels remain appropriate given the current market environment.



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.  We have also increased customer deposit
relationships due to the success of the PPP. This past quarter we also commenced
the roll-out of the new digital eStore kiosks in all FNB branches. Total
deposits increased $1.8 billion, or 5.5%, from December 31, 2021, primarily as a
result of growth in non-interest-bearing and interest-bearing demand balances
due to the Howard acquisition, as well as an expansion of customer
relationships. Customer preferences continued to shift away from higher rate
certificates of deposit to lower yielding, more liquid products, however,
customers' preferences are beginning to shift back to time deposits as interest
rates increase. Our liquidity position enabled us to eliminate Howard's
overnight borrowings and retire $200 million of higher-cost FHLB borrowings. We
continue to have success growing total non-interest-bearing demand deposit
accounts as they rose $926.5 million, or 8.6%, and now represent 35.0% of total
deposits, up from 34.0% as December 31, 2021. Further, interest-bearing demand
deposits increased $330.3 million, or 2.3% and savings account balances
increased $313.4 million, or 8.5%. Time deposits increased $184.2 million, or
6.4% as a result of the Howard acquisition and customers' preferences beginning
to shift back to time deposits as interest rates increase.
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Our cash balances held at the FRB decreased $1.5 billion from December 31, 2021
to $1.5 billion at June 30, 2022 as cash was deployed primarily to fund loans
and investments.

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 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. At June 30, 2022, we have $2.5
billion of cash and salable unpledged government and agency securities to total
assets, or 6.1%. This compares to a policy minimum of 3.0%.

The following table presents certain information relating to FNBPA's credit availability and salable unpledged securities:



TABLE 28

                                                                     June 30,          December 31,
(dollars in millions)                                                  2022                2021
Unused wholesale credit availability                               $  15,717          $     14,681
Unused wholesale credit availability as a % of FNBPA assets             37.8  %               37.2  %
Salable unpledged government and agency securities                 $     

996 $ 836 Salable unpledged government and agency securities as a % of FNBPA assets

                                                                   2.4  %                2.1  %

Cash and salable unpledged government and agency securities as a % of FNBPA assets

                                                          6.1  %                9.8  %


The increase in unused wholesale credit availability was due to increased borrowing capacity with the FHLB.



Another metric for measuring liquidity risk is the liquidity gap analysis. The
following liquidity gap analysis as of June 30, 2022 compares the difference
between our cash flows from existing earning assets and interest-bearing
liabilities over future time intervals. Management monitors the size of the
liquidity gaps so that sources and uses of funds are reasonably matched in the
normal course of business and in relation to implied forward rate expectations.
A reasonably matched position lays a better foundation for dealing with
additional funding needs during a potential liquidity crisis. A positive gap
position means that more assets are repricing over the next 12 months than
liabilities, and net interest income would benefit if interest rates were to
rise. The twelve-month cumulative gap to total assets ratio was 7.1% as of
June 30, 2022, compared to 11.3% as of December 31, 2021. Management calculates
this ratio at least quarterly and it is reviewed monthly by ALCO. The change in
the twelve-month cumulative gap to total assets is primarily related to the
deployment of cash into loans and securities.

TABLE 29

                                      Within         2-3           4-6           7-12         Total
(dollars in millions)                1 Month        Months        Months        Months       1 Year
Assets
Loans                               $   809       $ 1,450       $ 1,727       $ 3,175       $ 7,161
Investments                           1,660           155           213           438         2,466
                                      2,469         1,605         1,940         3,613         9,627
Liabilities
Non-maturity deposits                   305           610           917         1,831         3,663
Time deposits                           233           426           588         1,019         2,266
Borrowings                              110            18            25           578           731
                                        648         1,054         1,530         3,428         6,660
Period Gap (Assets - Liabilities)   $ 1,821       $   551       $   410       $   185       $ 2,967
Cumulative Gap                      $ 1,821       $ 2,372       $ 2,782       $ 2,967
Cumulative Gap to Total Assets          4.4  %        5.7  %        6.7  %  

7.1 %




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.

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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 June 30, 2022 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 30

                                     Within              2-3               4-6              7-12              Total
(dollars in millions)                1 Month           Months            Months            Months            1 Year
Assets
Loans                              $ 12,662          $  1,042          $    991          $  1,831          $ 16,526
Investments                           1,670               163               325               426             2,584
                                     14,332             1,205             1,316             2,257            19,110
Liabilities
Non-maturity deposits                 9,993                 -                 -                 -             9,993
Time deposits                           362               425               586             1,014             2,387
Borrowings                              412               611                 6               308             1,337
                                     10,767             1,036               592             1,322            13,717
Off-balance sheet                      (650)              530                 -              (230)             (350)
Period Gap (assets - liabilities +
off-balance sheet)                 $  2,915          $    699          $    724          $    705          $  5,043
Cumulative Gap                     $  2,915          $  3,614          $  4,338          $  5,043
Cumulative Gap to Assets                7.9  %            9.7  %           11.7  %           13.6  %


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The twelve-month cumulative repricing gap to total assets was 13.6% and 21.6% as
of June 30, 2022 and December 31, 2021, 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 June 30, 2022, compared
to December 31, 2021, is primarily related to the deployment of cash into loans
and investment securities.

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 June 30, 2022. Using a static Balance Sheet
structure, the measures do not reflect 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 31

                                           June 30,      December 31,       ALCO
                                             2022            2021          Limits
Net interest income change (12 months):
+ 300 basis points                           14.0  %           21.6  %       n/a
+ 200 basis points                            9.4              14.4         (5.0) %
+ 100 basis points                            4.8               7.0         (5.0)
- 100 basis points                           (4.0)             (2.4)        (5.0)
Economic value of equity:
+ 300 basis points                           (0.2)              6.6        (25.0)
+ 200 basis points                            0.4               5.8        (15.0)
+ 100 basis points                            0.5               3.8        (10.0)
- 100 basis points                           (5.4)             (9.5)       (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 2.7% at June 30, 2022 and 3.6% at
December 31, 2021. For a +200 basis point Rate Ramp, net interest income (12
months) increases by 5.3% at June 30, 2022 and 7.6% at December 31, 2021. The
corresponding metrics for a minus 100 basis point Rate Ramp are (0.3)% and
(0.5)% at June 30, 2022 and December 31, 2021, respectively. Deposit rate
assumptions are floored at zero in the negative scenarios.

Forty-eight percent of our net loans and leases are indexed to short-term LIBOR,
SOFR and Prime that reprice within the next three months. Our cash position
related to increased deposits has also been a significant factor in our asset
sensitivity metrics. The deployment of cash into loans and investments, as well
as a higher base net income due to the increase in the loan indices, are the
primary factors of the change in the percentage sensitivity since December. Our
balance sheet is positioned to benefit from the FOMC increases of the Federal
Funds rate on June 16, 2022 and July 27, 2022 and the future increases currently
priced into the market.

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 managing 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 borrowings. Also, we
were able to control rates on deposit products focusing on operational accounts
and to opportunistically
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deploy cash into higher yielding customer loans. Furthermore, we regularly sell
long-term fixed-rate residential mortgages in 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 59.2% of total net loans and leases as of
June 30, 2022 and 61.3% as of December 31, 2021. The acquisition of Howard was
the primary driver of the decline of this metric. As of June 30, 2022, the
commercial swaps totaled $5.3 billion of notional principal, with $613.0 million
in original notional swap principal originated during the first six months of
2022. In 2021, we executed $1.0 billion in receive fixed/pay floating 1-month
LIBOR interest rate swaps with a remaining average life of 2.8 years as a hedge
to additional asset sensitivity. For additional information regarding interest
rate swaps, see Note 11, "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 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 appetite remains
consistent with our strategic plans and business operations, regulatory
environment and our shareholders'
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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,
which all 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:

•Enterprise-Wide Risk Management Department - conducts risk and control assessments across all our business and operational areas to ensure the appropriate risk identification, risk management and reporting of risks enterprise-wide.

•Fraud Risk Department - monitors for internal and external fraud risk across all our business and operational units.

•Loan Review Department - conducts independent testing of our loan risk ratings to ensure their accuracy, which is instrumental to calculating our ACL.

•Model Risk Management Department - oversees validation and testing of all models used in managing risk across our company.

•Third-Party Risk Management Department - ensures effective risk management and oversight of third-party relationships throughout the vendor life cycle.

•Anti-Money Laundering and Bank Secrecy Act Department - monitors for compliance with money laundering risk and associated regulatory compliance requirements.



•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.

•Compliance Department - develops policies and procedures and monitors compliance with applicable laws and regulations which govern our business operations.



•Information and Cyber Security Department - maintains a risk assessment of our
information and cybersecurity risks and ensures appropriate controls are in
place to manage and control such risks, using the National Institute of
Standards and Technology framework for improving critical infrastructure by
measuring and evaluating the effectiveness of information and cybersecurity
controls. This department also oversees our disaster recovery planning and
testing efforts to allow us to be capable and ready for business resumption in
the event of a disaster.

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:

•assess the quality of the information they receive;

•understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations and the risks that FNB faces;

•oversee and assess how senior management evaluates risk; and


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•assess appropriately the quality of our enterprise-wide risk management process.

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 32

Operating net income available to common stockholders



                                                            Three Months Ended                     Six Months Ended
                                                                 June 30,                              June 30,
(in thousands)                                            2022               2021               2022               2021
Net income available to common stockholders           $ 107,132          $  99,377          $ 158,120          $ 190,602
Merger-related expense                                    2,027                  -             30,656                  -
Tax benefit of merger-related expense                      (426)                 -             (6,438)                 -

Provision expense related to acquisition                      -                  -             19,127                  -
Tax benefit of provision expense related to
acquisition                                                   -                  -             (4,017)                 -
Branch consolidation costs                                    -              2,644              4,178              2,644
Tax benefit of branch consolidation costs                     -               (555)              (877)              (555)

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

$ 108,733          $ 

101,466 $ 200,749 $ 192,691




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 merger expenses, initial provision for non-PCD
loans acquired and branch consolidation costs are not organic costs to run our
operations and facilities. The merger expenses and branch consolidation costs
principally represent expenses to satisfy contractual obligations of the
acquired entity or 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.


TABLE 33

Operating earnings per diluted common share



                                                                    Three Months Ended                      Six Months Ended
                                                                         June 30,                               June 30,
                                                                   2022                2021               2022               2021
Net income per diluted common share                         $     0.30               $ 0.31          $    0.45             $ 0.59
Merger-related expense                                            0.01                    -               0.09                  -
Tax benefit of merger-related expense                                -                    -              (0.02)                 -

Provision expense related to acquisition                             -                    -               0.05                  -
Tax benefit of provision expense related to acquisition              -                    -              (0.01)                 -
Branch consolidation costs                                           -                 0.01               0.01               0.01
Tax benefit of branch consolidation costs                            -                    -                  -                  -

Operating earnings per diluted common share (non-GAAP) $ 0.31

         $ 0.31          $    0.57             $ 0.59



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TABLE 34

Return on average tangible common equity



                                                         Three Months Ended                         Six Months Ended
                                                              June 30,                                  June 30,
(dollars in thousands)                                2022                 2021                 2022                 2021
Net income available to common stockholders
(annualized)                                     $   429,704          $   398,600          $   318,861          $   384,364
Amortization of intangibles, net of tax
(annualized)                                          11,247                9,581               10,795                9,677
Tangible net income available to common
stockholders (annualized) (non-GAAP)             $   440,951          $   408,181          $   329,656          $   394,041
Average total stockholders' equity               $ 5,437,913          $ 

4,994,499 $ 5,443,373 $ 4,978,186 Less: Average preferred stockholders' equity (106,882)

            (106,882)            (106,882)            (106,882)
Less: Average intangible assets (1)               (2,490,899)          

(2,311,953) (2,467,776) (2,313,474) Average tangible common equity (non-GAAP) $ 2,840,132 $ 2,575,664 $ 2,868,715 $ 2,557,830 Return on average tangible common equity (non-GAAP)

                                             15.53  %             15.85  %             11.49  %             15.41  %


(1) Excludes loan servicing rights.

TABLE 35

Return on average tangible assets



                                                        Three Months Ended                           Six Months Ended
                                                             June 30,                                    June 30,
(dollars in thousands)                              2022                  2021                  2022                  2021
Net income (annualized)                        $    437,767          $   

406,663 $ 326,967 $ 392,469 Amortization of intangibles, net of tax (annualized)

                                         11,247                 9,581                10,795                 9,677

Tangible net income (annualized) (non-GAAP) $ 449,014 $ 416,244 $ 337,762 $ 402,146 Average total assets

$ 41,887,638          $ 

38,526,186 $ 41,506,472 $ 38,078,935 Less: Average intangible assets (1)

              (2,490,899)           (2,311,953)           (2,467,776)           (2,313,474)
Average tangible assets (non-GAAP)             $ 39,396,739          $ 

36,214,233 $ 39,038,696 $ 35,765,461 Return on average tangible assets (non-GAAP)

           1.14  %               1.15  %               0.87  %               1.12  %


(1) Excludes loan servicing rights.

TABLE 36

Tangible book value per common share



                                                   June 30, 2022       June 30, 2021
(dollars in thousands, except per share data)
Total stockholders' equity                        $    5,436,067      $    

5,036,410


Less: Preferred stockholders' equity                    (106,882)           

(106,882)


Less: Intangible assets (1)                           (2,489,244)         

(2,310,453)


Tangible common equity (non-GAAP)                 $    2,839,941      $    

2,619,075


Ending common shares outstanding                     350,725,378         

319,465,156

Tangible book value per common share (non-GAAP) $ 8.10 $

8.20

(1) Excludes loan servicing rights.


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TABLE 37

Tangible equity to tangible assets (period-end)



                                                                  June 30, 2022         June 30, 2021
(dollars in thousands)
Total stockholders' equity                                       $  5,436,067          $  5,036,410
Less:  Intangible assets (1)                                       (2,489,244)           (2,310,453)
Tangible equity (non-GAAP)                                       $  2,946,823          $  2,725,957
Total assets                                                     $ 41,680,903          $ 38,405,693
Less:  Intangible assets (1)                                       (2,489,244)           (2,310,453)
Tangible assets (non-GAAP)                                       $ 39,191,659          $ 36,095,240
Tangible equity / tangible assets (period-end) (non-GAAP)                7.52  %               7.55  %


(1) Excludes loan servicing rights.

TABLE 38

Tangible common equity / tangible assets (period-end)



                                                                   June 30, 2022         June 30, 2021
(dollars in thousands)
Total stockholders' equity                                        $  5,436,067          $  5,036,410
Less:  Preferred stockholders' equity                                 (106,882)             (106,882)
Less:  Intangible assets (1)                                        (2,489,244)           (2,310,453)
Tangible common equity (non-GAAP)                                 $  2,839,941          $  2,619,075
Total assets                                                      $ 41,680,903          $ 38,405,693
Less:  Intangible assets (1)                                        (2,489,244)           (2,310,453)
Tangible assets (non-GAAP)                                        $ 

39,191,659 $ 36,095,240 Tangible common equity / tangible assets (period-end) (non-GAAP) 7.25 %

               7.26  %


(1) Excludes loan servicing rights.

TABLE 39



Loans and leases, excluding PPP loans (period-end)
(dollars in thousands)                           June 30, 2022           March 31, 2022                June 30, 2021

Loans and leases                                $  28,044,139          $    26,839,069                $  25,110,528
Less:  PPP loans outstanding                          (85,837)                (179,644)                  (1,551,284)
Loans and leases, excluding PPP loans
outstanding (non-GAAP)                          $  27,958,302          $    26,659,425                $  23,559,244










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TABLE 40 Provision for credit losses, excluding the initial provision for non-PCD loans associated with the Howard acquisition


                                                                            Three Months Ended
                                                                                March 31,
                                                                                   2022

(dollars in thousands)
Provision for credit losses                                                

$ 17,959 Less: Initial provision for non-PCD loans associated with the Howard acquisition

(19,127)

Provision for credit losses, excluding the initial provision for non-PCD loans associated with the Howard acquisition (non-GAAP)

$ (1,168)




TABLE 41
Deposits, excluding Howard deposits (average)
                                                        Three Months Ended
                                                             June 30,
(Dollars in thousands)                                2022              2021
Deposits                                         $ 33,706,707      $ 30,507,241
Less: Howard deposits                              (1,630,100)                -

Deposits, excluding Howard deposits (non-GAAP) $ 32,076,607 $ 30,507,241




TABLE 42
Loans and leases, excluding PPP loans and Howard loans as of the acquisition date
(period-end)
(Dollars in thousands)                                           June 30, 2022                 June 30, 2021
Loans and leases                                              $     28,044,139                $  25,110,528
Less: PPP loans outstanding                                            (85,837)                  (1,551,284)

Less: Howard loans as of the acquisition date, excluding PPP loans outstanding

                                                   (1,767,564)                           -

Loans and leases, excluding PPP loans and Howard loans as of the acquisition date (non-GAAP)

$     26,190,738                $  23,559,244


TABLE 43
Loans and leases, excluding PPP loans (average)
                                                Three Months Ended                  Six Months Ended
                                                     June 30,                           June 30,
                                                  2022                         2021                  2022                   2021
(Dollars in thousands)
Loans and leases                            $   27,245,122                $ 25,397,396          $ 26,744,743             $25,424,960
Less: PPP loans outstanding                       (126,391)                 (2,125,609)             (189,017)            (2,205,629)
Loans and leases, excluding PPP loans
(non-GAAP)                                  $   27,118,731                $ 23,271,787          $ 26,555,726             $23,219,331



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Key Performance Indicators

TABLE 44

Pre-provision net revenue to average tangible common equity


                                                       Three Months Ended                         Six Months Ended
                                                            June 30,                                  June 30,
(dollars in thousands)                              2022                 2021                 2022                 2021
Net interest income                            $   253,690          $   227,871          $   487,766          $   450,794
Non-interest income                                 82,154               79,772              160,476              162,577
Less: Non-interest expense                        (192,774)            (182,500)            (420,200)            (367,362)
Pre-provision net revenue (as reported)        $   143,070          $   125,143          $   228,042          $   246,009
Pre-provision net revenue (as reported)
(annualized)                                   $   573,852          $   501,947          $   459,863          $   496,095
Adjustments:

Add: Merger-related expense (non-interest
expense)                                             2,027                    -               30,656                    -

Add: Branch consolidation costs (non-interest
expense)                                                 -                2,644                4,178                2,644

Pre-provision net revenue (operating)
(non-GAAP)                                     $   145,097          $   127,787          $   262,876          $   248,653
Pre-provision net revenue (operating)
(annualized)
(non-GAAP)                                     $   581,982          $   512,552          $   530,108          $   501,427
Average total shareholders' equity             $ 5,437,913          $ 

4,994,499 $ 5,443,373 $ 4,978,186 Less: Average preferred shareholders' equity (106,882)

            (106,882)            (106,882)            (106,882)
Less: Average intangible assets (1)             (2,490,899)          

(2,311,953) (2,467,776) (2,313,474) Average tangible common equity (non-GAAP) $ 2,840,132 $ 2,575,664 $ 2,868,715 $ 2,557,830 Pre-provision net revenue (reported) / average tangible common equity (non-GAAP)

                    20.21  %             19.49  %             16.03  %             19.40  %
Pre-provision net revenue (operating) /
average tangible common equity (non-GAAP)            20.49  %             19.90  %             18.48  %             19.60  %

(1) Excludes loan servicing rights.





TABLE 45

Efficiency ratio

                                                            Three Months Ended                     Six Months Ended
                                                                 June 30,                              June 30,
(dollars in thousands)                                    2022               2021               2022               2021
Non-interest expense                                  $ 192,774          $ 182,500          $ 420,200          $ 367,362
Less: Amortization of intangibles                        (3,549)            (3,024)            (6,776)            (6,074)
Less: OREO expense                                         (433)              (499)              (748)            (1,285)
Less: Merger-related expense                             (2,027)                 -            (30,656)                 -

Less: Branch consolidation costs                              -             (2,644)            (4,178)            (2,644)

Adjusted non-interest expense                         $ 186,765          $ 176,333          $ 377,842          $ 357,359
Net interest income                                   $ 253,690          $ 227,871          $ 487,766          $ 450,794
Taxable equivalent adjustment                             2,656              2,742              5,254              5,601
Non-interest income                                      82,154             79,772            160,476            162,577
Less: Net securities gains                                  (48)               (87)               (48)              (128)

Adjusted net interest income (FTE) + non-interest
income                                                $ 338,452          $ 310,298          $ 653,448          $ 618,844
Efficiency ratio (FTE) (non-GAAP)                         55.18  %           56.83  %           57.82  %           57.75  %


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