FNB CORP/PA/FNB
FNB CORP/PA/ Debt Disclosure
LONG-TERM BORROWINGS
Following is a summary of long-term borrowings:
TABLE 14.1
| December 31 | 2024 | 2023 | |||||||||
| (in millions) | |||||||||||
| Federal Home Loan Bank advances | $ | 1,750 | $ | 1,200 | |||||||
| Senior notes | 847 | 349 | |||||||||
| Subordinated notes | 74 | 82 | |||||||||
| Junior subordinated debt | 73 | 73 | |||||||||
| Other subordinated debt | 268 | 267 | |||||||||
| Total long-term borrowings | $ | 3,012 | $ | 1,971 | |||||||
Scheduled annual maturities for the long-term borrowings for the years following December 31, 2024 are as follows:
TABLE 14.2
| (in millions) | |||||
| 2025 | $ | 1,515 | |||
| 2026 | 311 | ||||
| 2027 | 309 | ||||
| 2028 | 127 | ||||
| 2029 | 126 | ||||
| Later years | 624 | ||||
| Total | $ | 3,012 | |||
Federal Home Loan Bank advances
Our banking affiliate has available credit with the FHLB of $11.5 billion, of which $2.3 billion was utilized and included in short-term and long-term borrowings and $450.0 million was utilized for a letter of credit for pledging of public funds as of December 31, 2024. These advances are secured by $16.2 billion of loans collateralized by residential mortgages, home equity lines of credit, commercial real estate and FHLB stock. The short-term borrowings are scheduled to mature in various amounts periodically during 2025 while the long-term borrowings are scheduled to mature periodically through 2028. Effective interest rates paid on the long-term fixed-rate FHLB advances held during 2024 ranged from 3.69% to 4.88% and 4.23% and 4.88% for the year ended December 31, 2023. The effective interest rate paid on variable rate long-term FHLB advances was Overnight plus an average spread of 34 basis points for the three months ended December 31, 2024. There were no variable rate advances for the year ended December 31, 2023.
Subordinated notes
Subordinated notes are unsecured and subordinated to our other indebtedness. The subordinated notes mature in various amounts periodically through the year 2034. At December 31, 2024, all of the subordinated notes are redeemable by the holders prior to maturity at a discount equal to to 12 months of interest, depending on the term of the note. We may require the holder to give 30 days prior written notice. No sinking fund is required and none has been established to retire the notes. The weighted average interest rates on the subordinated notes are presented in the following table:
TABLE 14.3
| December 31 | 2024 | 2023 | 2022 | ||||||||||||||
| Subordinated notes weighted average interest rate | 4.50 | % | 4.10 | % | 3.36 | % | |||||||||||
Junior subordinated debt
The junior subordinated debt is comprised of the debt securities issued by FNB, or companies we acquired, in relation to our four unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated VIEs and are included on the Consolidated Balance Sheets in long-term borrowings. One hundred percent of the common equity of each Trust is owned by FNB. The Trusts were formed for the purpose of issuing FNB-obligated mandatorily redeemable capital securities, or TPS to third-party investors. The proceeds from the sale of TPS and the issuance of common equity by the Trusts were invested in junior subordinated debt securities issued by FNB, which are the sole assets of each Trust. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our Financial Statements. The Trusts pay dividends on the TPS at the same rate as the distributions paid by us on the junior subordinated debt held by the Trusts. F.N.B. Statutory Trust II was formed by us, and the other three statutory trusts were assumed through acquisitions. The acquired statutory trusts were adjusted to fair value in conjunction with the various acquisitions.
We record the distributions on the junior subordinated debt issued to the Trusts as interest expense. The TPS are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debt. The TPS are eligible for redemption, at any time, at our discretion. Under capital guidelines, the junior subordinated debt, net of our investments in the Trusts, is included in tier 2 capital. We have entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the TPS subject to the terms of each of the guarantees.
The following table provides information relating to the Trusts as of December 31, 2024:
TABLE 14.4
| (dollars in millions) | Trust Preferred Securities | Common Securities | Junior Subordinated Debt | Stated Maturity Date | Interest Rate | Rate Reset Factor | |||||||||||||||||||||||||||||
| F.N.B. Statutory Trust II | $ | 22 | $ | 1 | $ | 22 | 6/15/2036 | 6.27 | % | + 165 bps | |||||||||||||||||||||||||
| Yadkin Valley Statutory Trust I | 25 | 1 | 23 | 12/15/2037 | 5.94 | % | + 132 bps | ||||||||||||||||||||||||||||
| FNB Financial Services Capital Trust I | 25 | 1 | 23 | 9/30/2035 | 6.05 | % | + 146 bps | ||||||||||||||||||||||||||||
| Patapsco Statutory Trust I | 5 | — | 5 | 12/15/2035 | 6.10 | % | + 148 bps | ||||||||||||||||||||||||||||
| Total | $ | 77 | $ | 3 | $ | 73 | |||||||||||||||||||||||||||||
The SOFR rate used for the rate reset factors in the above table is the Benchmark Replacement (three-month CME term plus a tenor spread adjustment of 26 basis points).
Senior and other subordinated debt
The following table provides information relating to our senior notes and other subordinated debt as of December 31, 2024. The subordinated notes are eligible for treatment as tier 2 capital for regulatory capital purposes.
TABLE 14.5
| (dollars in millions) | Aggregate Principal Amount Issued | Net Proceeds (6) | Carrying Value | Stated Maturity Date | Interest Rate | ||||||||||||||||||||||||
| Senior Notes: | |||||||||||||||||||||||||||||
5.150% Senior Notes due August 25, 2025 | $ | 350 | $ | 347 | $ | 350 | 8/25/2025 | 5.150 | % | ||||||||||||||||||||
5.722% Fixed-To-Floating Rate Senior Notes due December 11, 2030 (1) | 500 | 497 | 497 | 12/11/2030 | 5.722 | % | |||||||||||||||||||||||
| Total senior notes | 850 | 844 | 847 | ||||||||||||||||||||||||||
| Other Subordinated Debt: | |||||||||||||||||||||||||||||
7.178% Fixed-To-Floating Rate Subordinated Notes due 2029 (2) | 120 | 118 | 119 | 2/14/2029 | 7.178 | % | |||||||||||||||||||||||
4.875% Subordinated Notes due 2025 | 100 | 98 | 100 | 10/2/2025 | 4.875 | % | |||||||||||||||||||||||
7.726% Fixed-To-Floating Rate Subordinated Notes due December 6, 2028 (3) (5) | 25 | 26 | 24 | 12/6/2028 | 7.726 | % | |||||||||||||||||||||||
5.000% Fixed-To-Floating Rate Subordinated Note due May 29, 2030 (4) (5) | 25 | 24 | 25 | 5/29/2030 | 5.000 | % | |||||||||||||||||||||||
| Total other subordinated debt | 270 | 266 | 268 | ||||||||||||||||||||||||||
| Total | $ | 1,120 | $ | 1,110 | $ | 1,115 | |||||||||||||||||||||||
(1) Fixed rate until December 11, 2029, at which time it converts to a floating rate determined by the Compounded plus 193 basis points.
(2) Floating rate effective February 14, 2024, determined by the Benchmark Replacement (three-month CME term plus a tenor spread adjustment of 26 basis points) plus 240 basis points.
(3) Floating rate effective December 6, 2023, determined by the Benchmark Replacement (three-month CME term plus a tenor spread adjustment of 26 basis points) plus 302 basis points.
(4) Fixed rate until May 29, 2025, at which time it converts to a floating rate determined by three-month plus 464 basis points.
(5) Assumed from an acquisition and adjusted to fair value at the time of acquisition.
(6) After deducting underwriting discounts and commissions and offering costs. For the debt assumed from acquisitions, this is the fair value of the debt at the time of the acquisition.
Other Credit Availability
Our banking affiliate has additional unused other wholesale credit availability of $7.3 billion as of December 31, 2024.
Borrowing Activity
During the fourth quarter of 2024, we completed a debt offering in which we issued $500 million aggregate principal amount of 5.722% fixed-rate / floating rate senior notes due in 2030. The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $496.7 million. These proceeds are expected to be used for general corporate purposes, which may include investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness.
During the second quarter of 2023, we called $6 million in other subordinated debt acquired from the Union acquisition and we repurchased and retired $15 million in other subordinated debt assumed in a previous acquisition. Additionally, during the third quarter of 2023, $13.6 million in other subordinated debt assumed in a previous acquisition matured and we repurchased and retired $1 million in other subordinated debt acquired from the Howard acquisition.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Feb 27, 2025 | Showing above |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.