UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ		Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended March 31, 2007

o		Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number 001-31940

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida		25-1255406
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One F.N.B. Boulevard, Hermitage, PA		16148
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 724-981-6000

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ      Accelerated Filer o      Non-accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at April 30, 2007
Common Stock, $0.01 Par Value		60,363,207 Shares

 

 

F.N.B. CORPORATION
FORM 10-Q
March 31, 2007
INDEX

				PAGE
PART I – FINANCIAL INFORMATION
Item 1.		Financial Statements
		Consolidated Balance Sheets			2
		Consolidated Statements of Income			3
		Consolidated Statements of Stockholders’ Equity			4
		Consolidated Statements of Cash Flows			5
		Notes to Consolidated Financial Statements			6
		Report of Independent Registered Public Accounting Firm			18
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			29
Item 4.		Controls and Procedures			30
PART II – OTHER INFORMATION
Item 1.		Legal Proceedings			30
Item 1A.		Risk Factors			30
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3.		Defaults Upon Senior Securities			31
Item 4.		Submission of Matters to a Vote of Security Holders			31
Item 5.		Other Information			31
Item 6.		Exhibits			31
Signatures					32
Exhibit 15
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

F.N.B. CORPORATION AND SUBSIDIARIES

Dollars in thousands, except par value

		March 31,				December 31,
		2007				2006
		(Unaudited)
Assets
Cash and due from banks		$	122,051			$	122,362
Interest bearing deposits with banks			525				1,472
Securities available for sale			278,312				258,279
Securities held to maturity (fair value of $752,944 and $766,295)			760,673				776,079
Mortgage loans held for sale			3,383				3,955
Loans, net of unearned income of $25,475 and $26,704			4,259,121				4,253,144
Allowance for loan losses			(51,964	)			(52,575	)
Net Loans			4,207,157				4,200,569
Premises and equipment, net			84,654				86,532
Goodwill			242,519				242,479
Core deposit and other intangible assets, net			22,753				23,859
Bank owned life insurance			132,417				131,391
Other assets			161,360				160,615
Total Assets		$	6,015,804			$	6,007,592
Liabilities
Deposits:
Non-interest bearing demand		$	650,926			$	654,617
Savings and NOW			1,982,325				1,944,707
Certificates and other time deposits			1,761,778				1,773,518
Total Deposits			4,395,029				4,372,842
Other liabilities			66,518				62,547
Short-term borrowings			364,258				363,910
Long-term debt			500,676				519,890
Junior subordinated debt owed to unconsolidated subsidiary trusts			151,031				151,031
Total Liabilities			5,477,512				5,470,220
Stockholders’ Equity
Common stock — $0.01 par value Authorized – 500,000,000 shares Issued – 60,451,533 shares			602				601
Additional paid-in capital			506,624				506,024
Retained earnings			35,121				33,321
Accumulated other comprehensive income			(3,000	)			(1,546	)
Treasury stock – 60,125 and 57,254 shares at cost			(1,055	)			(1,028	)
Total Stockholders’ Equity			538,292				537,372
Total Liabilities and Stockholders’ Equity		$	6,015,804			$	6,007,592

See accompanying Notes to Consolidated Financial Statements

F.N.B. CORPORATION AND SUBSIDIARIES

Dollars in thousands, except per share data

Unaudited

		Three Months Ended
		March 31,
		2007				2006
Interest Income
Loans, including fees		$	77,925			$	64,020
Securities:
Taxable			11,009				12,251
Nontaxable			1,380				1,112
Dividends			98				172
Other			75				66
Total Interest Income			90,487				77,621
Interest Expense
Deposits			30,246				20,979
Short-term borrowings			4,728				3,597
Long-term debt			4,880				4,895
Junior subordinated debt owed to unconsolidated subsidiary trusts			2,713				2,331
Total Interest Expense			42,567				31,802
Net Interest Income			47,920				45,819
Provision for loan losses			1,847				2,958
Net Interest Income After Provision for Loan Losses			46,073				42,861
Non-Interest Income
Service charges			9,618				9,690
Insurance commissions and fees			4,419				4,100
Securities commissions and fees			1,276				947
Trust			2,162				1,844
Gain on sale of securities			740				547
Gain on sale of mortgage loans			367				298
Bank owned life insurance			965				777
Other			1,369				1,426
Total Non-Interest Income			20,916				19,629
Non-Interest Expense
Salaries and employee benefits			22,266				21,318
Net occupancy			3,804				3,366
Equipment			3,361				3,312
Amortization of intangibles			1,103				931
Other			11,362				10,844
Total Non-Interest Expense			41,896				39,771
Income Before Income Taxes			25,093				22,719
Income taxes			7,723				6,917
Net Income		$	17,370			$	15,802
Net Income per Common Share
Basic		$	0.29			$	0.28
Diluted			0.29				0.27
Cash Dividends per Common Share			0.235				0.235

See accompanying Notes to Consolidated Financial Statements

F.N.B. CORPORATION AND SUBSIDIARIES

Dollars in thousands

Unaudited

																		Accumu-
																		lated
																		Other
																		Compre-				Deferred
		Compre-								Additional								hensive				Stock
		hensive				Common				Paid-In				Retained				Income				Compen-				Treasury
		Income				Stock				Capital				Earnings				(Loss)				sation				Stock				Total
Balance at January 1, 2007						$	601			$	506,024			$	33,321			$	(1,546	)			—			$	(1,028	)		$	537,372
Net income		$	17,370												17,370																17,370
Change in other comprehensive (loss)			(1,454	)															(1,454	)											(1,454	)
Comprehensive income		$	15,916
Cash dividends declared:
Common stock $0.235/share															(14,193	)															(14,193	)
Purchase of common stock																											(3,665	)			(3,665	)
Issuance of common stock							1				(43	)			(203	)											3,638				3,393
Restricted stock compensation											340																				340
Tax benefit of stock-based compensation											303																				303
Cumulative effect of change in accounting for uncertainties in income taxes (FIN 48 – see the “Income Taxes” note)															(1,174	)															(1,174	)
Balance at March 31, 2007						$	602			$	506,624			$	35,121			$	(3,000	)			—			$	(1,055	)		$	538,292
Balance at January 1, 2006						$	575			$	454,546			$	24,376			$	3,597			$	(4,154	)		$	(1,738	)		$	477,202
Net income		$	15,802												15,802																15,802
Change in other comprehensive income			464																464												464
Comprehensive income		$	16,266
Cash dividends declared:
Common stock $0.235/share															(13,503	)															(13,503	)
Purchase of common stock																											(1,013	)			(1,013	)
Issuance of common stock							1				57				(286	)											2,045				1,817
Restricted stock compensation											246																				246
Tax benefit of stock-based compensation											249																				249
Reclassification arising from the adoption of FAS 123R							(3	)			(4,151	)											4,154								—
Balance at March 31, 2006						$	573			$	450,947			$	26,389			$	4,061			$	—			$	(706	)		$	481,264

See accompanying Notes to Consolidated Financial Statements

F.N.B. CORPORATION AND SUBSIDIARIES

Dollars in thousands

Unaudited

		Three Months Ended
		March 31,
		2007				2006
Operating Activities
Net income		$	17,370			$	15,802
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization and accretion			3,895				3,452
Provision for loan losses			1,847				2,958
Deferred taxes			3,241				36
Gain on sale of securities			(740	)			(547	)
Gain on sale of loans			(367	)			(298	)
Proceeds from sale of loans			25,594				19,682
Loans originated for sale			(24,655	)			(18,491	)
Tax benefit of stock-based compensation			(303	)			(249	)
Net change in:
Interest receivable			(249	)			(1,628	)
Interest payable			(554	)			(332	)
Other, net			1,996				5,868
Net cash flows provided by operating activities			27,075				26,253
Investing Activities
Net change in:
Interest bearing deposits with banks			947				112
Federal funds sold			—				(5,000	)
Loans			(9,290	)			(82,516	)
Bank owned life insurance			(1,026	)			(1,007	)
Securities available for sale:
Purchases			(110,683	)			(3,500	)
Sales			2,145				2,381
Maturities			88,205				1,724
Securities held to maturity:
Purchases			(19,980	)			—
Maturities			35,075				28,225
Increase in premises and equipment			(545	)			(944	)
Net cash flows used in investing activities			(15,152	)			(60,525	)
Financing Activities
Net change in:
Non-interest bearing deposits, savings and NOW accounts			33,927				88,678
Time deposits			(11,740	)			(10,683	)
Short-term borrowings			348				(40,134	)
Increase in long-term debt			27,381				6,611
Decrease in long-term debt			(46,595	)			(6,936	)
Purchase of common stock			(3,665	)			(4,921	)
Issuance of common stock			2,000				1,817
Tax benefit of stock-based compensation			303				249
Cash dividends paid			(14,193	)			(13,503	)
Net cash flows provided by financing activities			(12,234	)			21,178
Net (Decrease) Increase in Cash and Due from Banks			(311	)			(13,094	)
Cash and due from banks at beginning of period			122,362				131,604
Cash and Due from Banks at End of Period		$	122,051			$	118,510

See accompanying Notes to Consolidated Financial Statements

F.N.B. CORPORATION AND SUBSIDIARIES

March 31, 2007

BUSINESS

     F.N.B. Corporation (the Corporation) is a diversified financial services company headquartered in Hermitage, Pennsylvania. Its primary businesses include commercial and retail banking, consumer finance, asset management and insurance. The Corporation operates its commercial and retail banking business through a full service branch network in Pennsylvania and Ohio and loan production offices in Florida and Tennessee. It also conducts selected consumer finance business in Pennsylvania, Ohio and Tennessee.

BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of the Corporation and its subsidiaries. The Corporation owns and operates First National Bank of Pennsylvania (FNBPA), First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Regency Finance Company and F.N.B. Capital Corporation, LLC.

     The accompanying consolidated financial statements include all adjustments, consisting only of normal recurring accruals that are necessary, in the opinion of management, to fairly reflect the Corporation’s financial position and results of operations. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation.

     The Corporation’s consolidated financial statements include subsidiaries in which the Corporation has a controlling financial interest. Investments in companies in which the Corporation controls operating and financing decisions (principally defined as owning a voting or economic interest greater than 50%) are consolidated. Variable interest entities are consolidated if the Corporation is exposed to the majority of the variable interest entity’s expected losses and/or residual returns (i.e., the Corporation is considered to be the primary beneficiary).

USE OF ESTIMATES

     The accounting and reporting policies of the Corporation conform with U.S. generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

MERGERS AND ACQUISITIONS

     On May 26, 2006, the Corporation completed its acquisition of The Legacy Bank (Legacy), a commercial bank and trust company headquartered in Harrisburg, Pennsylvania, with $375.1 million in assets, including $297.3 million in loans and $256.5 million in deposits. Consideration paid by the Corporation totaled $72.4 million comprised primarily of 2,682,053 shares of the Corporation’s common stock and $21.1 million in exchange for 3,831,505 shares of Legacy common stock. At the time of the acquisition, Legacy was merged into FNBPA. Based on the purchase price allocation, the Corporation recorded $46.8 million in goodwill and $4.3 million in core deposit intangible as a result of the acquisition. None of the goodwill is deductible for income tax purposes.

     The assets and liabilities of Legacy were recorded on the balance sheet at their estimated fair values as of the acquisition date. The consolidated financial statements include the results of operations of Legacy from the acquisition date.

NEW ACCOUNTING STANDARDS

The Fair Value Option for Financial Assets and Financial Liabilities

     In February 2007, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards Board Statement (FAS) 159, The Fair Value Option for Financial Assets and Financial Liabilities, which allows companies to report certain financial assets and liabilities at fair value with the changes in fair value included in earnings. In general, a company may elect the fair value option for an eligible financial asset or financial liability when it first recognizes the instrument on its balance sheet or enters into an eligible firm commitment. A company may also elect the fair value option for eligible items that exist on the effective date of FAS 159. A company’s decision to elect the fair value option for an eligible item is irrevocable. A company that elects the fair value option is expected to apply sound risk management and control practices to the assets and liabilities that will be accounted for at fair value under the option. The Corporation will be required to apply the new guidance prospectively beginning January 1, 2008. The Corporation is currently evaluating the effect that the adoption of FAS 159 will have, if any, on its consolidated financial statements.

Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans

     In September 2006, the FASB issued FAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, which amends FAS 87 and FAS 106 to require recognition of the overfunded or underfunded status of pension and other postretirement benefit plans on the balance sheet. Under FAS 158, gains and losses, prior service costs and credits and any remaining transition amounts under FAS 87 and FAS 106 that have not yet been recognized through net periodic benefit cost are recognized in accumulated other comprehensive income, net of taxes, until they are amortized as a component of net periodic cost. The Corporation complied with the requirement under FAS 158 to measure plan assets and benefit obligations as of December 31, 2006 resulting in a $4.7 million reduction to equity within accumulated other comprehensive income, a decrease in prepaid pension asset of $9.4 million and a decrease in accrued postretirement benefit obligation of $1.5 million.

Fair Value Measurements

     In September 2006, the FASB issued FAS 157, Fair Value Measurements, which replaces the different definitions of fair value in existing accounting literature with a single definition, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The statement clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The Corporation will be required to apply the new guidance prospectively beginning January 1, 2008. The Corporation is currently evaluating the effect, if any, that the adoption of FAS 157 will have on its consolidated financial statements.

Accounting for Uncertainty in Income Taxes

     In July 2006, the FASB issued FAS Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FAS 109, Accounting for Income Taxes. FIN 48 prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The Corporation adopted FIN 48 effective January 1, 2007. Details relating to the adoption of FIN 48 and the impact on the Corporation’s consolidated financial statements are more fully discussed in the note under the caption “Income Taxes.”

SECURITIES

     Following is a summary of the fair value of securities available for sale (in thousands):

		March 31,				December 31,
		2007				2006
U.S. Treasury and other U.S. government agencies and corporations		$	111,592			$	143,441
Mortgage-backed securities of U.S. government agencies			62,393				27,184
States of the U.S. and political subdivisions			49,676				37,028
Corporate debt securities			47,618				40,929
Total debt securities			271,279				248,582
Equity securities			7,033				9,697
		$	278,312			$	258,279

     Following is a summary of the amortized cost of securities held to maturity (in thousands):

		March 31,				December 31,
		2007				2006
U.S. Treasury and other U.S. government agencies and corporations		$	89,434			$	89,378
Mortgage-backed securities of U.S. government agencies			554,860				559,658
States of the U.S. and political subdivisions			108,229				112,226
Corporate and other debt securities			8,150				14,817
		$	760,673			$	776,079

     The Corporation sold $2.1 million of equity securities at a gain of $0.6 million for the three months ended March 31, 2007 and sold $2.4 million of equity securities at a gain of $0.5 million for the three months ended March 31, 2006. The Corporation also recognized a gain of $0.1 million relating to $6.1 million of called securities during the three months ended March 31, 2007. None of the security sales or calls were at a loss.

     Securities are periodically reviewed for other-than-temporary impairment based upon a number of factors, including but not limited to, length of time and extent to which the market value has been less than cost, financial condition of the underlying issuer, ability of the issuer to meet contractual obligations, likelihood of the security’s ability to recover any decline in its market value and management’s intent and ability to retain the security for a period of time sufficient to allow for recovery in market value or maturity. Among the factors that are considered in determining intent and ability is a review of the Corporation’s capital adequacy, interest rate risk position and liquidity. The assessment of a security’s ability to recover any decline in market value, the ability of the issuer to meet contractual obligations and management’s intent and ability requires considerable judgment. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the consolidated statement of income.

     Following are summaries of the age of unrealized losses and the associated fair value (in thousands):

Securities available for sale:

		Less than 12 Months								Greater than 12 Months								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
March 31, 2007
U.S. Treasury and other U.S. government agencies and corporations		$	46,954			$	(64	)		$	36,468			$	(23	)		$	83,422			$	(87	)
Mortgage-backed securities of U.S. government agencies			20,884				(126	)			25,091				(273	)			45,975				(399	)
States of the U.S. and political subdivisions			12,011				(125	)			632				(3	)			12,643				(128	)
Corporate debt securities			5,055				(12	)			6,987				(77	)			12,042				(89	)
Equity securities			1,127				(51	)			—				—				1,127				(51	)
		$	86,031			$	(378	)		$	69,178			$	(376	)		$	155,209			$	(754	)

		Less than 12 Months								Greater than 12 Months								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
December 31, 2006
U.S. Treasury and other U.S. government agencies and corporations		$	88,537			$	(91	)		$	54,904			$	(57	)		$	143,441			$	(148	)
Mortgage-backed securities of U.S. government agencies			—				—				25,602				(296	)			25,602				(296	)
States of the U.S. and political subdivisions			12,031				(107	)			1,135				(3	)			13,166				(110	)
Corporate debt securities			6,971				(57	)			9,077				(30	)			16,048				(87	)
Equity securities			301				(9	)			152				(6	)			453				(15	)
		$	107,840			$	(264	)		$	90,870			$	(392	)		$	198,710			$	(656	)

     Securities held to maturity:

		Less than 12 Months								Greater than 12 Months								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
March 31, 2007
U.S. Treasury and other U.S. government agencies and corporations		$	—			$	—			$	88,690			$	(236	)		$	88,690			$	(236	)
Mortgage-backed securities of U.S. government agencies			226				—				411,668				(7,259	)			411,894				(7,259	)
States of the U.S. and political subdivisions			5,317				(4	)			80,703				(937	)			86,020				(941	)
Corporate debt securities			—				—				4,454				(56	)			4,454				(56	)
		$	5,543			$	(4	)		$	585,515			$	(8,488	)		$	591,058			$	(8,492	)

		Less than 12 Months								Greater than 12 Months								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
December 31, 2006
U.S. Treasury and other U.S. government agencies and corporations		$	87,591			$	(279	)		$	979			$	(21	)		$	88,570			$	(300	)
Mortgage-backed securities of U.S. government agencies			67,397				(122	)			410,078				(8,808	)			477,475				(8,930	)
States of the U.S. and political subdivisions			2,611				(8	)			80,232				(834	)			82,843				(842	)
Corporate debt securities			3,683				(4	)			8,614				(225	)			12,297				(229	)
		$	161,282			$	(413	)		$	499,903			$	(9,888	)		$	661,185			$	(10,301	)

     As of March 31, 2007, securities with unrealized losses for less than 12 months include 3 investments in U.S. Treasury and other U.S. government agencies and corporations securities, 2 investments in mortgage-backed securities of U.S. government agencies, 22 investments in states of the U.S. and political subdivision securities, 2 investments in corporate debt securities and 3 investments in equity securities. As of March 31, 2007, securities with unrealized losses of greater than 12 months include 11 investments in U.S. Treasury and other U.S. government agencies and corporations securities, 82 investments in mortgage-backed securities of U.S. government agencies, 102 investments in states of the U.S. and political subdivision securities and 7 investments in corporate debt securities. The Corporation has concluded that it has both the intent and ability to hold these securities for a time necessary to recover any decline in market value or until maturity.

BORROWINGS

     Following is a summary of short-term borrowings (in thousands):

		March 31,				December 31, 2006
		2007
Securities sold under repurchase agreements		$	253,798			$	252,064
Subordinated notes			110,205				108,118
Other short-term borrowings			255				3,728
		$	364,258			$	363,910

     Following is a summary of long-term debt (in thousands):

		March 31,				December 31,
		2007				2006
Federal Home Loan Bank advances		$	448,724			$	469,064
Subordinated notes			50,932				49,808
Convertible debt			705				705
Other long-term debt			315				313
		$	500,676			$	519,890

     The Corporation’s banking affiliate has available credit with the Federal Home Loan Bank (FHLB) of $1.8 billion, of which $448.7 million was used as of March 31, 2007. These advances are secured by loans collateralized by 1-4 family mortgages and the security portfolio and are scheduled to mature in various amounts periodically through the year 2017. Effective interest rates on these advances range from 2.79% to 5.75% at both March 31, 2007 and December 31, 2006.

JUNIOR SUBORDINATED DEBT OWED TO UNCONSOLIDATED SUBSIDIARY TRUSTS

     The Corporation has two unconsolidated subsidiary trusts (collectively, the Trusts), F.N.B. Statutory Trust I (Statutory Trust I) and F.N.B. Statutory Trust II (Statutory Trust II), of which 100% of the common equity of each is owned by the Corporation. The Trusts are not consolidated because the Corporation is not the primary beneficiary, as evaluated under FIN 46. The Trusts were formed for the purpose of issuing Corporation-obligated mandatorily redeemable capital securities (trust preferred securities) to third-party investors. The proceeds from the sale of trust preferred securities and the issuance of common equity by the Trusts were invested in junior subordinated debt securities (subordinated debt) issued by the Corporation, which are the sole assets of each Trust. The Trusts pay dividends on the trust preferred securities at the same rate as the distributions paid by the Corporation on the junior subordinated debt held by the Trusts.

     Distributions on the subordinated debt issued to the Trusts are recorded as interest expense by the Corporation. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the subordinated debt. The subordinated debt, net of the Corporation’s investment in the Trusts, qualifies as Tier 1 capital under the Board of Governors of the Federal Reserve System (Federal Reserve Board) guidelines. The Corporation has entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the trust preferred securities subject to the terms of each of the guarantees.

     The trust preferred securities of Statutory Trust I bear interest at a floating rate per annum equal to the three-month London Inter-Bank Offered Rate (LIBOR) plus 325 basis points. The interest rate in effect at March 31, 2007 was 8.61%. The subordinated debt of $128.9 million issued to Statutory Trust I is first redeemable, in whole or in part, by the Corporation on or after March 31, 2008 and matures on March 31, 2033.

     The trust preferred securities of Statutory Trust II, which were issued in the second quarter of 2006, bear interest at a fixed rate per annum equal to 7.17% through June 15, 2011, at which time the issue converts to a floating rate of the three-month LIBOR plus 165 basis points. The subordinated debt of $22.2 million issued to Statutory Trust II is first redeemable, in whole or in part, by the Corporation on or after June 15, 2011 and matures on June 15, 2036.

INTEREST RATE SWAP

     In February 2005, the Corporation entered into an interest rate swap with a notional amount of $125.0 million, whereby it pays a fixed rate of interest and receives a variable rate based on LIBOR. The effective date of the swap was January 3, 2006 and the maturity date of the swap is March 31, 2008. The interest rate swap is a designated cash flow hedge designed to convert the variable interest rate to a fixed rate on $125.0 million of subordinated debentures. The swap is considered to be highly effective and assessment of the hedging relationship is evaluated under Derivative Implementation Group Issue No. G7 using the hypothetical derivative method. At March 31, 2007, the swap had a fair value of $1.1 million which has been recorded in other assets, and other comprehensive income, net of tax.

COMMITMENTS, CREDIT RISK AND CONTINGENCIES

     The Corporation has commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the consolidated balance sheet. The Corporation’s exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

     Following is a summary of off-balance sheet credit risk information (in thousands):

		March 31,				December 31,
		2007				2006
Commitments to extend credit		$	893,022			$	879,707
Standby letters of credit			86,514				91,685

     At March 31, 2007, funding of approximately 80.0% of the commitments to extend credit was dependent on the financial condition of the customer. The Corporation has the ability to withdraw such commitments at its discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

     Standby letters of credit are conditional commitments issued by the Corporation that may require payment at a future date. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The obligations are not recorded in the Corporation’s consolidated financial statements. The Corporation’s exposure to credit loss in the event the customer does not satisfy the terms of the agreement equals the notional amount of the obligation less the value of any collateral.

     The Corporation and its subsidiaries are involved in various legal proceedings arising from the conduct of their business activities. These actions include claims brought against the Corporation and its subsidiaries where the Corporation acted as one or more of the following: a depository bank, lender, underwriter, fiduciary, financial advisor, broker or engaged in other business activities. Although the ultimate outcome cannot be predicted with certainty, the Corporation believes that it and its subsidiaries have valid defenses for all asserted claims. Reserves are established for legal claims when losses associated with the claims are judged to be probable and the amount of the loss can be reasonably estimated.

     Based on information currently available, advice of counsel, available insurance coverage and established reserves, the Corporation believes that the eventual outcome of all claims against the Corporation and its subsidiaries will not, individually or in the aggregate, have a material adverse effect on the Corporation’s consolidated financial position or results of operations. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the Corporation’s consolidated results of operations for a particular period.

EARNINGS PER SHARE

     Basic earnings per common share is calculated by dividing net income by the weighted average number of shares of common stock outstanding net of unvested shares of restricted stock.

     Diluted earnings per common share is calculated by dividing net income adjusted for interest expense on convertible debt by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options, warrants, restricted shares and convertible debt. Such adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

     The following table sets forth the computation of basic and diluted earnings per share (dollars in thousands, except per share data):

		Three Months Ended
		March 31,
		2007				2006
Net income — basic earnings per share		$	17,370			$	15,802
Interest expense on convertible debt			6				—
Net income after assumed conversion – diluted earnings per share		$	17,376			$	15,802
Basic weighted average common shares outstanding			60,105,023				57,177,923
Net effect of dilutive stock options, warrants, restricted stock and convertible debt			528,880				409,555
Diluted weighted average common shares outstanding			60,633,903				57,587,478
Basic earnings per share		$	0.29			$	0.28
Diluted earnings per share		$	0.29			$	0.27

STOCK INCENTIVE PLANS

Restricted Stock

     The Corporation issues restricted shares of common stock to key employees under its 2001 Incentive Plan. The grant date fair value of the restricted shares is equal to the price of the Corporation’s common stock on the grant date. The Corporation has available up to 2,582,472 shares to issue under its 2001 Incentive Plan.

     Under this plan, half of the shares awarded to management are earned if the Corporation meets or exceeds certain financial performance results when compared to its peers. The remaining service-based portion of the shares are expensed ratably over a three-year restricted period while performance-related shares are expensed ratably from the date that the likelihood of meeting the performance measure is probable through the end of a four-year restricted period. The Corporation also issues discretionary service-based awards to employees that vest twenty percent each year over five years. All of these awards are subject to certain accelerated vesting provisions if there is a change of control as defined in the plan. The unvested shares of restricted stock are eligible to receive cash dividends which are used to purchase additional shares of stock. The additional shares of stock are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met.

     Share-based compensation expense recognized under FAS 123R, Share-Based Payment, related to restricted stock awards was $0.3 million for both the three months ended March 31, 2007 and 2006.

     The following table summarizes certain information concerning restricted stock awards:

		Three Months Ended March 31,
		2007								2006
						Weighted								Weighted
						Average								Average
						Grant								Grant
		Shares				Price				Shares				Price
Unvested shares outstanding at beginning of period			302,264			$	18.54				296,457			$	18.52
Vested			(54,448	)			18.56				(10,499	)			15.24
Forfeited			(442	)			16.91				(389	)			19.39
Dividend reinvestment			3,452				16.89				4,018				16.72
Unvested shares outstanding at end of period			250,826				18.52				289,587				18.62

     As of March 31, 2007, there was $2.4 million of unrecognized compensation cost related to unvested restricted stock awards granted including $1.0 million that is subject to accelerated vesting under the plan’s immediate vesting upon retirement provision for awards granted prior to the adoption of FAS 123R. The components of which are as follows (dollars in thousands):

		Service-				Performance-
		Based				Based
		Awards				Awards				Total
Unvested shares			113,990				136,836				250,826
Unrecognized compensation expense		$	931			$	1,483			$	2,414
Intrinsic value		$	1,921			$	2,305			$	4,226
Weighted average remaining life (in years)			1.9				2.0				2.0

Stock Options

     Stock options have been granted at a price equal to the fair market value at the date of the grant and are primarily exercisable within ten years from the date of the grant. All stock options were fully vested as of January 1, 2006.

     The following table summarizes certain information concerning stock option awards:

		Three Months Ended March 31,
		2007								2006
						Weighted								Weighted
						Average								Average
						Exercise								Exercise
		Shares				Price				Shares				Price
Options outstanding at beginning of period			1,450,225			$	11.69				1,622,864			$	11.54
Exercised			(134,814	)			11.72				(79,278	)			9.24
Options outstanding and exercisable at end of period			1,315,411				11.69				1,543,586				11.66

     The intrinsic value of outstanding and exercisable stock options at March 31, 2007 was $7.0 million.

RETIREMENT AND OTHER POSTRETIREMENT BENEFIT PLANS

     The Corporation sponsors the F.N.B. Corporation Retirement Income Plan (RIP), a qualified noncontributory defined benefit pension plan covering substantially all salaried employees. The RIP covers employees who satisfy minimum age and length of service requirements. At the end of the second quarter of 2006, the Corporation amended the RIP to provide that effective January 1, 2007, benefits are earned based on the employee’s compensation each year. The plan amendment resulted in a remeasurement that produced a net unrecognized service credit of $14.0 million, which is being amortized over the average period of future service of active employees of 13.5 years. Benefits of the RIP for service provided prior to December 31, 2006 are generally based on years of service and an employee’s highest compensation for five consecutive years during the employee’s last ten years of employment. The RIP’s funding policy has been to make annual contributions to the RIP each year, if necessary, such that minimum funding requirements have been met. Based on the funded status of the plan and the 2006 plan amendment, the Corporation does not expect to make contributions to the RIP in 2007.

     The Corporation also sponsors two supplemental non-qualified retirement plans. The ERISA Excess Retirement Plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Internal Revenue Code and the amount that would be provided under the RIP, if no limits were applied. The Basic Retirement Plan (BRP) is applicable to certain officers who are designated by the Board of Directors. Officers participating in the BRP receive a benefit based on a target benefit percentage based on years of service at retirement and designated tier as determined by the Board of Directors. When a participant retires, the basic benefit under the BRP is a monthly benefit equal to the target benefit percentage times the participant’s highest average monthly cash compensation during five consecutive calendar years within the last ten calendar years of employment. This monthly benefit is reduced by the monthly benefit the participant receives from Social Security and the RIP.

     The net periodic benefit cost for the defined benefit plans includes the following components (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Service cost		$	849			$	1,215
Interest cost			1,544				1,779
Expected return on plan assets			(2,143	)			(2,007	)
Amortization of unrecognized net transition asset			(23	)			(23	)
Amortization of unrecognized prior service (credit) cost			(272	)			8
Amortization of unrecognized loss			215				399
Net periodic pension benefit cost		$	170			$	1,371

     The net periodic pension cost decreased $1.2 million for the three months ended March 31, 2007 compared to the same period in 2006 due to lower service and interest costs and the amortization of the unrecognized service credit primarily resulting from the RIP amendment at the end of the second quarter of 2006.

     The Corporation’s subsidiaries participate in a qualified 401(k) defined contribution plan under which eligible employees may contribute a percentage of their salary. The Corporation matches 50 percent of an eligible employee’s contribution on the first 6 percent that the employee defers. Employees are generally eligible to participate upon completing 90 days of service and having attained age 21. As an offset to the decrease in RIP benefits, beginning in the first quarter of 2007, the Corporation began making an automatic two percent contribution and may make an additional contribution of up to two percent depending on the Corporation achieving its performance goals for the plan year. As a result, the Corporation’s contribution expense of $0.8 million for the three months ended March 31, 2007 increased by $0.4 million from $0.4 million for the three months ended March 31, 2006.

     The Corporation sponsors a pre-Medicare eligible postretirement medical insurance plan for retirees of certain affiliates between the ages of 62 and 65. At the end of the second quarter of 2006, the Corporation amended the plan to provide that only employees who are age 60 or older as of January 1, 2007 are eligible for coverage. The postretirement plan amendment resulted in a remeasurement that produced a net unrecognized service credit of $2.7 million which is being amortized over the remaining service period of eligible employees of 1.3 years. The Corporation has no plan assets attributable to this plan and funds the benefits as claims arise. Benefit costs related to this plan are recognized in the

periods in which employees provide the service for such benefits. The Corporation reserves the right to terminate the plan or make additional plan changes at any time.

     The net periodic postretirement benefit cost includes the following components (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Service cost		$	14			$	94
Interest cost			33				85
Amortization of unrecognized net transition asset			—				8
Amortization of unrecognized prior service (credit) cost			(421	)			8
Net periodic postretirement benefit cost		$	(374	)		$	195

     The net periodic postretirement benefit cost decreased for the three months ended March 31, 2007 compared to the same period in 2006 due to lower service and interest costs and the amortization of the unrecognized service credit resulting from the postretirement plan amendment at the end of the second quarter of 2006.

INCOME TAXES

     The Corporation adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of FIN 48, the Corporation recognized an increase of $1.2 million in the liability for unrecognized tax benefits including $0.1 million related to interest. The cumulative effect of adoption was accounted for as a decrease to the January 1, 2007 balance of retained earnings. On January 1, 2007, the Corporation’s unrecognized tax benefits totaled $3.6 million, of which $2.7 million relates to tax positions, the recognition of which would affect the Corporation’s effective income tax rate. As of March 31, 2007, the liability for unrecognized tax benefits totaled $3.6 million, of which $0.3 million relates to interest and $2.6 million relates to tax positions, the recognition of which would affect the Corporation’s effective income tax rate.

     The Corporation recognizes potential accrued interest and penalties related to unrecognized tax benefits in income tax expense. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

     The Corporation files numerous consolidated and separate income tax returns in the United States federal jurisdiction and in several state jurisdictions. With limited exception, the Corporation is no longer subject to U.S. federal or state income tax examinations for years prior to 2003. Federal and state income tax returns for 2003 through 2006 are currently subject to examination. Management does not anticipate that federal or state examinations will result in a material change to its financial position or results of operations. It is reasonably possible that a reduction in the unrecognized tax benefit of up to $1.5 million may occur in the next twelve months from the outcome of examinations and/or the expiration of statutes of limitations.

COMPREHENSIVE INCOME

     The components of comprehensive income, net of related tax, are as follows (in thousands):

		Three Months Ended
		March 31,
		2007				2006
Net income		$	17,370			$	15,802
Other comprehensive (loss) income:
Unrealized (losses) gains on securities:
Arising during the period			(421	)			288
Less: reclassification adjustment for gains included in net income			(481	)			(356	)
Unrealized (loss) gain on swap			(226	)			532
Pension and postretirement amortization			(326	)			—
Other comprehensive (loss) income			(1,454	)			464
Comprehensive income		$	15,916			$	16,266

     The accumulated balances related to each component of other comprehensive income (loss) are as follows (in thousands):

March 31		2007				2006
Unrealized gains on securities		$	1,721			$	3,428
Unrealized gain on swap			747				1,504
Unrecognized pension and postretirement obligations			(5,468	)			—
Minimum pension liability adjustment			—				(871	)
Accumulated other comprehensive income (loss)		$	(3,000	)		$	4,061

CASH FLOW INFORMATION

     Following is a summary of supplemental cash flow information (in thousands):

Three Months Ended March 31		2007				2006
Interest paid on deposits and other borrowings		$	43,121			$	32,134
Transfers of loans to other real estate owned			760				1,204
Transfers of other real estate owned to loans			—				199

BUSINESS SEGMENTS

          The Corporation operates in four reportable segments: Community Banking, Wealth Management, Insurance and Consumer Finance.

	•		The Community Banking segment offers services traditionally offered by full-service commercial banks, including commercial and individual demand, savings and time deposit accounts and commercial, mortgage and individual installment loans.
	•		The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage and investment advisory services, mutual funds and annuities.
	•		The Insurance segment includes a full-service insurance agency offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.
	•		The Consumer Finance segment is primarily involved in making installment loans to individuals. The Consumer Finance segment activity is funded through the sale of the Corporation’s subordinated notes at the finance company’s branch offices.

          The following tables provide financial information for these segments of the Corporation (in thousands). The information provided under the caption “Other” includes the Corporation, other non-bank subsidiaries and eliminations, which is necessary for purposes of reconciling to the consolidated amounts.

		Community				Wealth								Consumer
		Banking				Management				Insurance				Finance				Other				Consolidated
At or for the Three Months Ended March 31, 2007
Interest income		$	83,214			$	36			$	129			$	7,772			$	(664	)		$	90,487
Interest expense			38,775				2				—				1,583				2,207				42,567
Provision for loan losses			871				—				—				976				—				1,847
Non-interest income			13,578				3,705				3,690				577				(634	)			20,916
Non-interest expense			31,900				2,851				2,496				3,843				(297	)			40,793
Intangible amortization			985				7				111				—				—				1,103
Income tax expense (benefit)			7,478				314				433				702				(1,204	)			7,723
Net income (loss)			16,783				567				779				1,245				(2,004	)			17,370
Total assets			5,848,147				6,611				24,980				152,598				(16,532	)			6,015,804
Total intangibles			250,979				1,271				11,213				1,809				—				265,272

		Community				Wealth								Consumer
		Banking				Management				Insurance				Finance				Other				Consolidated
At or for the Three Months Ended March 31, 2006
Interest income		$	70,582			$	30			$	133			$	7,563			$	(687	)		$	77,621
Interest expense			28,528				2				—				1,363				1,909				31,802
Provision for loan losses			1,390				—				—				1,568				—				2,958
Non-interest income			12,920				3,023				3,660				557				(531	)			19,629
Non-interest expense			30,414				2,360				2,563				3,672				(169	)			38,840
Intangible amortization			820				—				111				—				—				931
Income tax expense (benefit)			6,864				247				399				535				(1,128	)			6,917
Net income (loss)			15,486				444				720				982				(1,830	)			15,802
Total assets			5,465,215				6,212				27,976				146,365				(14,355	)			5,631,413
Total intangibles			205,367				—				11,644				1,809				—				218,820

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
F.N.B. Corporation

We have reviewed the condensed consolidated balance sheet of F.N.B. Corporation and subsidiaries (F.N.B. Corporation) as of March 31, 2007, and the related condensed consolidated statements of income, stockholders’ equity and cash flows for the three-month periods ended March 31, 2007 and 2006. These financial statements are the responsibility of F.N.B. Corporation’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of F.N.B. Corporation as of December 31, 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated February 23, 2007, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2006, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/Ernst & Young LLP
Pittsburgh, Pennsylvania

May 8, 2007

PART I.

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Management’s discussion and analysis represents an overview of the results of operations and financial condition of the Corporation. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto.

IMPORTANT NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements in this quarterly report are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995, which statements generally can be identified by the use of forward-looking terminology, such as “may,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “target,” “plan,” “project” or “continue” or the negatives thereof or other variations thereon or similar terminology, and are made on the basis of management’s current plans and analyses of the Corporation, its business and the industry as a whole. These forward-looking statements are subject to risks and uncertainties, including, but not limited to, economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. The above factors in some cases have affected, and in the future could affect, the Corporation’s financial performance and could cause actual results to differ materially from those expressed or implied in such forward-looking statements. The Corporation does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

CRITICAL ACCOUNTING POLICIES

     A description of the Corporation’s critical accounting policies is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Corporation’s 2006 Annual Report on Form 10-K under the heading “Application of Critical Accounting Policies.” There have been no significant changes in critical accounting policies since the year ended December 31, 2006.

OVERVIEW

     The Corporation is a diversified financial services company headquartered in Hermitage, Pennsylvania. Its primary businesses include commercial and retail banking, consumer finance, asset management and insurance. The Corporation operates its commercial and retail banking business through a full service branch network in Pennsylvania and Ohio, commercial loan production offices in Florida and a mortgage loan production office in Tennessee. It also conducts selected consumer finance business in Pennsylvania, Ohio and Tennessee.

     The Corporation owns and operates FNBPA, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Regency Finance Company and F.N.B. Capital Corporation, LLC.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006

     Net income for the three months ended March 31, 2007 was $17.4 million or $0.29 per diluted share, compared to net income for the same period of 2006 of $15.8 million or $0.27 per diluted share. The Corporation’s return on average equity was 13.06%, return on average tangible equity (which is calculated by dividing net income less amortization of intangibles by average equity less average intangibles) was 26.79% and return on average assets was 1.17% for the three months ended March 31, 2007, compared to 13.33%, 25.45% and 1.14%, respectively, for the same period in 2006.

     The following table provides information regarding the average balances and yields and rates on interest earning assets and interest bearing liabilities (dollars in thousands):

		Three Months Ended March 31
		2007												2006
						Interest												Interest
		Average				Income/				Yield/				Average				Income/				Yield/
		Balance				Expense				Rate				Balance				Expense				Rate
Assets
Interest earning assets:
Interest bearing deposits with banks		$	1,609			$	17				4.36	%		$	1,571			$	16				4.24	%
Federal funds sold			4,433				58				5.17				4,729				50				4.22
Taxable investment securities (1)			882,819				11,031				4.99				1,006,249				12,279				4.86
Non-taxable investment securities (2)			160,502				2,112				5.26				141,706				1,830				5.17
Loans (2) (3)			4,255,063				78,386				7.46				3,789,368				64,408				6.88
Total interest earning assets (2)			5,304,426				91,604				6.98				4,943,623				78,583				6.42
Cash and due from banks			114,194												114,143
Allowance for loan losses			(52,856	)											(51,464	)
Premises and equipment			80,150												86,606
Other assets			560,985												506,264
		$	6,006,899											$	5,599,172
Liabilities
Interest bearing liabilities:
Deposits:
Interest bearing demand		$	1,362,696				8,644				2.57			$	1,091,164				4,961				1.84
Savings			602,931				2,513				1.69				647,051				1,907				1.20
Certificates and other time			1,762,630				19,089				4.39				1,645,730				14,111				3.48
Repurchase agreements			257,582				2,987				4.64				194,700				1,772				3.64
Other short-term borrowings			138,898				1,741				5.01				175,225				1,825				4.17
Long-term debt			497,948				4,880				3.98				534,061				4,895				3.72
Junior subordinated debt			151,031				2,713				7.29				128,866				2,331				7.34
Total interest bearing liabilities (2)			4,773,716				42,567				3.61				4,416,797				31,802				2.92
Non-interest bearing demand			622,048												638,232
Other liabilities			71,743												63,472
			5,467,507												5,118,501
Stockholders’ equity			539,392												480,671
		$	6,006,899											$	5,599,172
Excess of interest earning assets over interest bearing liabilities		$	530,710											$	526,826
Fully tax-equivalent net interest income							49,037												46,781
Net interest spread											3.37	%											3.51	%
Net interest margin (2)											3.73	%											3.82	%
Tax-equivalent adjustment							1,117												962
Net interest income						$	47,920											$	45,819