F.N.B. Corporation Reports Second Quarter 2013 Net Income of $29.2 Million or $0.20 per Share

HERMITAGE, Pa., July 23, 2013 /PRNewswire/ -- F.N.B. Corporation (NYSE: FNB) today reported second quarter of 2013 net income of $29.2 million, or $0.20 per diluted share, compared to first quarter of 2013 net income of $28.5 million, or $0.20 per diluted share and second quarter of 2012 net income of $29.1 million, or $0.21 per diluted share.

On an operating¹ basis, second quarter of 2013 operating net income was $30.1 million, or $0.21 per diluted share, compared to first quarter of 2013 operating net income of $28.8 million, or $0.20 per diluted share. Second quarter of 2012 operating net income was $29.3 million, or $0.21 per diluted share. Operating results are shown adjusted for merger-related costs and other non-operating items as appropriate; refer to the accompanying data tables for details. 

Vincent J. Delie, President and Chief Executive Officer, commented, "Second quarter results reflect consistent and strong performance across the company. We continued to grow commercial and consumer loans and achieved record-high levels of loan production volume during the quarter. Our ability to attract new clients to FNB contributed to solid growth in low-cost transaction deposits. Additionally, the core net interest margin remained stable and asset quality results reflect our focus on maintaining high-quality credit standards."

Mr. Delie continued, "We also further strengthened FNB's franchise with the recently announced agreement to acquire BCSB Bancorp, Inc. This expansion of our presence in the Maryland market results in a top ten deposit market share in the Baltimore MSA with just under $1.0 billion in pro-forma deposits and twenty-four banking locations. Our acquisition strategy continues to provide FNB with significant organic growth opportunities and we are pleased with the talented team of bankers we have in place to execute our plans for the Maryland market." 

Second Quarter 2013 Highlights

• Loan growth momentum continued. Total average loans grew, on an organic² basis, $114.6 million, or 5.6% annualized, linked-quarter, and $455.1 million, or 5.8%, on a year-over-year basis. 
• Linked-quarter average organic loan growth:
  • Average organic commercial loan growth was $64.6 million, or 5.8% annualized, driven by growth in the commercial and industrial (C&I) portfolio.
  • Average organic consumer loan growth was $75.8 million or 11.8% annualized.
  • Average residential mortgage loans declined $30.2 million, or 11.2% annualized, on an organic basis, reflecting accelerated pre-payment speeds and FNB's strategy of not retaining the majority of originated fixed rate residential mortgage loans.
• Year-over-year average organic loan growth:
  • Average organic commercial loan growth was $315.6 million, or 7.5%, driven by growth in the C&I portfolio.
  • Average organic consumer loan growth was $258.6 million or 10.8%.
  • Average residential mortgage loans declined $120.2 million, or 10.3%, on an organic basis.
• FNB's deposit mix strengthened with continued growth in transaction deposits and customer repurchase agreements. Average transaction deposits and customer repurchase agreements grew, on an organic basis, $136.6 million, or 7.4% annualized, linked–quarter, and $553.6 million, or 7.9%, on a year-over-year basis. These deposits represent 77% of total deposits and customer repurchase agreements at June 30, 2013, improved from 75% at March 31, 2013 and 73% at June 30, 2012.
• The net interest margin was 3.63% compared to 3.66% in the prior quarter, with the slight narrowing primarily reflecting lower accretable yield levels. 
• The efficiency ratio was 58.6%, slightly improved on a linked-quarter basis and a good level given that revenue synergies and cost savings related to the Annapolis Bancorp, Inc. (ANNB) acquisition are in the early stages.
• Credit quality metrics remained good and reflect overall consistent results. Non-performing loans and other real estate owned (OREO) as a percentage of total originated loans and OREO remained at 1.59%. Net charge-offs were 0.33% annualized of total average originated loans, compared to a very low 0.22% annualized in the prior quarter.
• Results and profitability metrics include the effect of the completion of the acquisition of ANNB on April 6, 2013. The addition of ANNB added approximately $435 million in total assets, $259 million in loans and $358 million in deposits and customer repurchase agreements.

Second Quarter 2013 Results – Comparison to Prior Quarter
(All comparisons refer to the first quarter of 2013, except as noted)

Net Interest Income/Loans/Deposits 
Net interest income on a fully taxable equivalent basis totaled $98.5 million, increasing $3.7 million or 3.9%. The net interest margin of 3.63% narrowed slightly by 3 basis points with 2 basis points of the narrowing due to lower accretable yield in the second quarter and the remainder reflecting the extended low interest rate environment.  Accretable yield totaled $0.5 million compared to $1.3 million in the prior quarter. Solid organic loan growth and the addition of ANNB resulted in average earning asset growth of $413.1 million or 3.9%.

Average loans totaled $8.5 billion and increased $373.5 million, or 4.6%, reflecting loans acquired from the ANNB acquisition ($259 million) and organic loan growth. Total organic loan growth was $114.6 million or 5.6% annualized. Organic growth in the commercial portfolio continued, with average balances increasing $64.6 million, or 5.8% annualized, primarily due to $36.3 million, or 8.8% annualized, organic growth in the C&I portfolio. Average consumer loan growth (consisting of direct, consumer lines of credit and indirect loans) was also strong with these balances increasing $75.5 million, or 11.8% annualized, driven by growth in home equity-related loans originated across FNB's branch network.

Total average deposits and customer repurchase agreements totaled $10.3 billion and increased $395.7, or 4.0%, due to deposits acquired from the ANNB acquisition ($358 million) and organic growth. FNB's deposit mix continued to strengthen with organic growth in lower-cost transaction deposit accounts and customer repurchase agreements of $136.6 million, or 7.4% annualized, through new account acquisition and customers maintaining higher average balances. Time deposits continued to decline as expected, due to the lower offered rate environment. As of June 30, 2013, FNB's funding remains predominantly customer-based, with total customer-based funding representing 97% of total deposits and borrowings. Loans as a percentage of total deposits and customer repurchase agreements were 83% compared to 82%.

Non-Interest Income
Non-interest income totaled $36.8 million, increasing $3.1 million, or 9.1%, reflecting increased service charge revenue, and consistent results across several business lines. In addition, the second quarter includes a $1.6 million gain on extinguishment of debt (refer to capital section for additional detail). Service charge revenue increased $2.0 million, or 12.9%, due to seasonally higher volume and the benefit of the ANNB acquisition-related volume. The lower insurance commissions and fees reflect normal seasonality due to contingent fee revenue typically received in the first quarter of a calendar year.

Non-Interest Expense
Non-interest expense totaled $84.2 million, increasing $5.3 million or 6.7%. Merger-related costs of $2.9 million and $0.4 million were included in the second quarter and first quarter of 2013, respectively. Excluding merger-related costs, non-interest expense increased $2.7 million, or 3.5%, primarily as a result of the addition of ANNB operating expenses. The efficiency ratio improved to 58.6% from 59.8%. Operating leverage was positive, with total revenue growth of 4.5% (excluding securities gains and the second quarter of 2013 debt extinguishment gain) exceeding non-interest expense growth of 3.5% (excluding merger-related costs).

Credit Quality
Credit quality reflects consistent performance with continued good results. The provision for loan losses totaled $7.9 million compared to $7.5 million as provision levels continue to support solid loan growth. Net charge-offs totaled $7.3 million, or 0.34% annualized, compared to $4.2 million, or 0.21% annualized, with the increase reflecting very solid first quarter of 2013 results. Net charge-offs for the first six months of 2013 improved 5 basis points to 0.28% annualized from the prior year-to-date period. For the originated portfolio, net charge-offs increased 11 basis points to 0.33% annualized of average originated loans on a linked-quarter basis and improved 10 basis points to 0.28% annualized of average originated loans on a year-to-date basis. Primarily due to loan growth, the ratio of the allowance for loan losses to total originated loans was 1.35%, down from 1.39% at March 31, 2013. The ratio of the allowance for loan losses to total non-performing loans was 121.68% compared to 124.80%.

The ratio of non-performing loans and OREO to total loans and OREO improved 3 basis points to 1.40%. For the originated portfolio, the ratio of non-performing loans and OREO to total loans and OREO remained unchanged from the prior quarter at 1.59% at June 30, 2013. Total delinquency (total past due and non-accrual loans) to total originated loans improved 1 basis point to 1.44% at June 30, 2013.

Second Quarter 2013 Results – Comparison to Prior-Year Quarter
(All comparisons refer to the second quarter of 2012, except as noted)

Net Interest Income/Loans/Deposits
Net interest income on a fully taxable equivalent basis totaled $98.5 million, increasing $2.2 million or 2.3%. The net interest margin of 3.63% compares to 3.80%, with 8 basis points of the narrowing attributed to lower accretable yield in the second quarter of 2013.  The remainder of the net interest margin narrowing reflects lower yields on earning assets in response to the extended low interest rate environment, partially mitigated by benefits to the net interest margin from strong growth in average loans and lower cost transaction deposit and customer repurchase agreements and a lower cost of funds.  Average earning assets grew $722.0 million, or 7.1%, reflecting strong organic loan growth and the addition of ANNB.

Average loans totaled $8.5 billion and increased $714.1 million, or 9.1%, reflecting loans added in the ANNB acquisition ($259 million) and organic loan growth of $455.1 million or 5.8%. Strong organic growth in the commercial portfolio continued, with average balances increasing $315.6 million or 7.5%. Average organic consumer loan growth (consisting of direct, consumer lines of credit and indirect loans) was also solid with these balances increasing $258.6 million, or 10.8%, driven by growth in home equity-related loans originated across FNB's branch network.

Total average deposits and customer repurchase agreements totaled $10.3 billion and increased $583.2 million, or 6.0%, reflecting balances added in the ANNB acquisition ($358 million) and organic growth. Organic growth in lower cost transaction deposit accounts and customer repurchase agreements was strong, with growth of $553.6 million, or 7.9%, through new account acquisition and customers maintaining higher average balances. Growth in non-interest bearing deposits was also strong, with average organic growth of $260.1 million or 16.6%.

Non-Interest Income
Non-interest income totaled $36.8 million, increasing $4.0 million or 12.1%. The increase reflects higher service charge revenue, as well as improved revenue across several business lines, including wealth management, insurance and mortgage banking, all of which reflect the benefit of revenue-enhancing strategies and initiatives. Wealth management revenue increased $1.2 million or 19.8%, gain on sale of loans increased $0.3 million, or 43.9%, and insurance commissions and fees increased $0.2 million or 5.6%. In addition, the second quarter of 2013 included a $1.6 million gain on the extinguishment of debt.

Non-Interest Expense
Non-interest expense totaled $84.2 million, increasing $5.7 million or 7.3%. The second quarter of 2013 and the second quarter of 2012 included merger-related costs of $2.9 million and $0.3 million, respectively. Excluding merger-related costs, non-interest expense increased $3.1 million, or 3.9%, and primarily reflects the additional operating costs related to the ANNB acquisition.

Credit Quality
Credit quality results reflect good, consistent results, with slight improvement over the prior-year quarter. The provision for loan losses was $7.9 million, compared to $7.0 million, reflecting additional provision for loan losses necessary to support strong organic loan growth and acquired loan activity. Charge-off performance continued to be good, with net charge-offs totaling $7.3 million, or 0.34% annualized, improving slightly from $7.5 million or 0.38% annualized. The ratio of the allowance for loan losses to total originated loans was 1.35%, compared to 1.49% at June 30, 2012. The ratio of the allowance for loan losses to total non-performing loans increased to 121.68% at June 30, 2013 compared to 104.89%.

The ratio of non-performing loans and OREO to total loans and OREO improved 27 basis points to 1.40% at June 30, 2013. For the originated portfolio, the ratio of non-performing loans and OREO to total loans and OREO improved 34 basis points to 1.59% at June 30, 2013. Total delinquency (total past due and non-accrual loans) to total originated loans improved 34 basis points to 1.44% at June 30, 2013.

Second Quarter 2013 Year-to-Date Results – Comparison to Prior Year-to-Date
(All comparisons refer to the second quarter 2012 year-to-date, except as noted)

Net income for the first six months of 2013 was $57.7 million, or $0.40 per diluted share, compared to $50.7 million or $0.36 per diluted share for the first six months of 2012.

Net interest income on a fully taxable equivalent basis totaled $193.3 million, increasing $4.2 million or 2.2%. The net interest margin of 3.64% compares to 3.77%, with the narrowing reflecting lower yields on earning assets in response to the extended low interest rate environment partially offset by the benefits to the net interest margin from strong growth in average loans and lower cost transaction deposit and customer repurchase agreements and a lower cost of funds.  Average earning assets grew $613.3 million or 6.1%, reflecting strong organic loan growth and the addition of ANNB.

Average loans totaled $8.3 billion and increased $553.3 million, or 7.1%, reflecting loans added in the ANNB acquisition and organic loan growth of $433.1 million or 5.6%. Total average deposits and customer repurchase agreements totaled $10.1 billion and increased $461.7 million, or 4.8%, reflecting balances added in the ANNB acquisition and organic growth. Organic growth in lower cost transaction deposit accounts and customer repurchase agreements was strong, growing $617.6 million, or 8.9%. Growth in non-interest bearing deposits was strong, with average organic growth of $270.0 million or 17.8%.

Non-interest income totaled $70.4 million, increasing $5.9 million or 9.1%. The increase reflects improved revenue across several business lines, including wealth management, insurance and mortgage banking, all of which reflect the benefit of revenue-enhancing strategies and initiatives. Wealth management revenue increased $2.4 million or 20.9%, insurance commissions and fees increased $0.5 million or 5.9% and gain on sale of loans increased $0.5 million or 34.5%. In addition, the first six months of 2013 include a $1.6 million gain on extinguishment of debt that was primarily offset by lower swap fee-related revenue.

Non-interest expense totaled $163.0 million, decreasing $2.1 million, or 1.3%. Merger-related and severance costs of $3.3 million and $7.9 million were included in the first six months of 2013 and 2012, respectively. Excluding merger and severance costs, non-interest expense increased $2.5 million or 1.6%. The first six months of 2013 included the operating costs related to the ANNB acquisition and higher FDIC insurance expense of $0.9 million, or 21.1%, which were partially offset by the benefit of lower OREO expense of $2.1 million.

Credit quality results for the first six months of 2013 demonstrated stability and slight improvements compared to the year-ago period. The provision for loan losses equaled $15.4 million, increased from $13.6 million, reflecting provision for loan losses required to support the strong loan growth and acquired loan portfolio activity. Charge-off performance continued to be good, with net charge-offs totaling $11.5 million, or 0.28% annualized, improved from $12.6 million or 0.33% annualized. 

Capital Position
The Corporation's capital levels at June 30, 2013 continue to exceed federal bank regulatory agency "well capitalized" thresholds. During the quarter, $15.0 million of FNB issued trust preferred securities (TPS) were repurchased at a discount by FNB, and the related debt extinguished. This $15.0 million was opportunistically purchased at auction and represents a portion of the underlying collateral of a pooled TPS that was liquidated by the trustee.

Regulatory capital ratios at June 30, 2013 (estimated) reflect the $15.0 million debt extinguishment of trust preferred securities, with remaining trust preferred securities included in Tier 1 capital totaling $189.0 million at June 30, 2013. At June 30, 2013, the estimated total risk-based capital ratio was 11.9% compared to 12.3% at March 31, 2013, the estimated tier 1 risk-based capital ratio was 10.4% compared to 10.7% at March 31, 2013, and the leverage ratio was 8.3% compared to 8.4%.

At June 30, 2013, the tangible equity to tangible assets ratio (non-GAAP measure) decreased slightly to 6.11% from 6.22%, and the tangible book value per share (non-GAAP measure) decreased slightly to $4.97 from $5.00.  The slight decline in tangible equity levels primarily reflects the $14.9 million decrease in accumulated other comprehensive income (AOCI) due to the change in unrealized gains and losses included in AOCI given the current rate environment.

The dividend payout ratio for the second quarter of 2013 was 60%.

Conference Call
F.N.B. Corporation will host its quarterly conference call to discuss second quarter 2013 financial results on Wednesday, July 24, 2013 at 10:00 a.m. Eastern Time. Participating callers may access the call by dialing (888) 503-8169 or (719) 457-2628 for international callers; the confirmation number is 6825335. The Webcast and presentation materials may be accessed through the "Shareholder and Investor Relations" section of the Corporation's Web site at www.fnbcorporation.com.

A replay of the call will be available from 1:00 p.m. Eastern Time the day of the call until midnight Eastern Time on Wednesday, July 31, 2013. The replay is accessible by dialing (877) 870-5176 or (858) 384-5517 for international callers; the confirmation number is 6825335. The call transcript and Webcast will be available on the "Shareholder and Investor Relations" section of F.N.B. Corporation's Web site at www.fnbcorporation.com.

About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Hermitage, Pennsylvania, is a regional diversified financial services company operating in six states and three major metropolitan areas including Pittsburgh, PA, where it holds the number three retail deposit market share, Baltimore, MD and Cleveland, OH. The Company has total assets of $12.6 billion and more than 250 banking offices throughout Pennsylvania, Ohio, West Virginia and Maryland. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, asset based lending, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.'s wealth management services include asset management, private banking and insurance. The Company also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol "FNB" and is included in Standard & Poor's SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

Cautionary Statement Regarding Forward-looking Information
We make statements in this press release and related conference call, and may from time to time make other statements, regarding our outlook for earnings, revenues, expenses, capital levels, liquidity levels, asset levels, asset quality and other matters regarding or affecting F.N.B. Corporation and its future business and operations that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act.  Forward-looking statements are typically identified by words such as "believe," "plan," "expect," "anticipate," "see," "look," "intend," "outlook," "project," "forecast," "estimate," "goal," "will," "should" and other similar words and expressions.  Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. 

Forward-looking statements speak only as of the date made.  We do not assume any duty and do not undertake to update forward-looking statements.  Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties:

• Our businesses, financial results and balance sheet values are affected by business and economic conditions, including the following:
  • Changes in interest rates and valuations in debt, equity and other financial markets.
  • Disruptions in the liquidity and other functioning of U.S. and global financial markets.
  • Actions by the Federal Reserve, U.S. Treasury and other government agencies, including those that impact money supply and market interest rates.
  • Changes in customers', suppliers' and other counterparties' performance and creditworthiness which adversely affect loan utilization rates, delinquencies, defaults and counterparty ability to meet credit and other obligations.
  • Slowing of the current moderate economic recovery and persistence or worsening levels of unemployment.
  • Changes in customer preferences and behavior, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors. 
• Legal and regulatory developments could affect our ability to operate our businesses, financial condition, results of operations, competitive position, reputation, or pursuit of attractive acquisition opportunities.  Reputational impacts could affect matters such as business generation and retention, liquidity, funding, and ability to attract and retain management.  These developments could include:
  • Changes resulting from legislative and regulatory reforms, including broad-based restructuring of financial industry regulation; changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other industry aspects; and changes in accounting policies and principles.  We will continue to be impacted by extensive reforms provided for in the Dodd-Frank Wall Street Reform and Consumer Protection Act and otherwise growing out of the recent financial crisis, the precise nature, extent and timing of which, and their impact on us, remains uncertain. 
  • The impact on fee income opportunities resulting from the limit imposed under the Durbin Amendment of the Dodd-Frank Act on the maximum permissible interchange fee that banks may collect from merchants for debit card transactions.
  • Changes to regulations governing bank capital and liquidity standards, including due to the Dodd-Frank Act and Basel III initiatives. 
  • Impact on business and operating results of any costs associated with obtaining rights in intellectual property, the adequacy of our intellectual property protection in general and rapid technological developments and changes. Our ability to anticipate and respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.
• Business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through effective use of third-party insurance, derivatives, swaps, and capital management techniques, and to meet evolving regulatory capital standards.
• Increased competition, whether due to consolidation among financial institutions; realignments or consolidation of branch offices, legal and regulatory developments, industry restructuring or other causes, can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues.
• As demonstrated by our Annapolis Bancorp, Inc. acquisition and pending acquisitions of PVF Capital Corp. and BCSB Bancorp, Inc., we grow our business in part by acquiring from time to time other financial services companies, financial services assets and related deposits.  These acquisitions often present risks and uncertainties, including, the possibility that the transaction cannot be consummated; regulatory issues; cost, or difficulties, involved in integration and conversion of the acquired businesses after closing; inability to realize expected cost savings, efficiencies and strategic advantages; the extent of credit losses in acquired loan portfolios and extent of deposit attrition; and the potential dilutive effect to our current shareholders.  In addition, with respect to the acquisition of Annapolis Bancorp, Inc. and the pending acquisitions of PVF Capital Corp. and BCSB Bancorp, Inc., F.N.B. Corporation may experience difficulties in expanding into a new market area, including retention of customers and key personnel of Annapolis Bancorp, Inc., PVF Capital Corp., Inc. and BCSB Bancorp, Inc.
• Competition can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues.  Industry restructuring in the current environment could also impact our business and financial performance through changes in counterparty creditworthiness and performance and the competitive and regulatory landscape.  Our ability to anticipate and respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.
• Business and operating results can also be affected by widespread disasters, dislocations, terrorist activities or international hostilities through their impacts on the economy and financial markets.

We provide greater detail regarding some of these factors in our 2012 Form 10-K and first quarter of 2013 Form 10-Q, including the Risk Factors section of those reports, and our subsequent SEC filings.  Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss elsewhere in this news release or in SEC filings, accessible on the SEC's website at www.sec.gov and on our corporate website at www.fnbcorporation.com.  We have included these web addresses as inactive textual references only.  Information on these websites is not part of this document.

Important Information About the Merger With BCSB Bancorp
In connection with the proposed merger between F.N.B. and BCSB Bancorp, a definitive proxy statement of BCSB Bancorp and prospectus of F.N.B. will be filed with the SEC.  SHAREHOLDERS OF BCSB BANCORP, INC. ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the definitive proxy statement/prospectus (when it is available), as well as other documents containing information about F.N.B. Corporation and BCSB Bancorp, may be obtained at the SEC's Internet site (http://www.sec.gov).  In addition, investors and security holders may obtain free copies of the documents F.N.B. has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317, and free copies of the documents BCSB Bancorp has filed with the SEC by contacting Joseph J. Bouffard, President and Chief Executive Officer, BCSB Bancorp, Inc., 4111 East Joppa Road, Baltimore, MD 21236, telephone: (410) 256-5000.

F.N.B. and BCSB Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from BCSB Bancorp shareholders in connection with the proposed merger.  Information concerning such participants' ownership of BCSB Bancorp common stock will be set forth in the definitive proxy statement/prospectus when it becomes available.