July 15, 2005
Mail Stop 4561
By U.S. Mail and facsimile to (336)328-1516
Jerry A. Little
Chief Financial Officer
FNB Corp.
101 Sunset Avenue
Asheboro, North Carolina 27203
Re: FNB Corp.
Form 10-K filed March 16, 2005
File No. 0-13823
Dear Mr. Little:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Year ended December 31, 2004
Report of Independent Registered Public Accounting Firm, page 33
1. Please file an amendment to the Form 10-K to include in the
signature section of the independent accountants` report the name
of
the accounting firm that performed the financial audit for the
period
ended December 31, 2004 . Refer to Rule 2-02(a) of Regulation S-
X.
We note that the audit for 2004 was performed by Dixon Hughes
according to their consent filed as Exhibit. 31.10.
2. Tell us why you have not included the paragraph referring to
the
attestation report on management`s assessment of internal controls
over financial reporting as required by AU 508.08(k) or revise the
report as necessary.
Report of Independent Registered Public Accounting Firm, page 33
3. Please file an amendment to the Form 10-K to include in the
signature section of the independent accountants` report the name
of
the accounting firm that performed the financial audit for the
two-
year period ended December 31, 2003. Refer to Rule 2-02(a) of
Regulation S-X. We note that the audit for 2004 as performed by
KPMG
according to their consent filed as Exhibit. 31.11.
Note 19, Business Segment Information, page 71
4. Revise Management`s Discussion and Analysis to separately
discuss
the operating results of your full-service banking and mortgage
banking segments and how they impact the operations of the Company
as
a whole. Refer to Item 303(a) of Regulation S-K.
5. Disclose in Management`s Discussion and Analysis any material
expected effects on future cash flow and liquidity of the Company
resulting from the contingency to pay Dover shareholders
additional
cash consideration during a four-year period based on a percentage
of
Dover`s pre-tax net income. Refer to Note 2, "Merger Information"
on
page 46.
Form 10-K/A filed on May 2, 2005
Management`s Report on Internal Control over Financial Reporting,
page 4
6. We note that the "Report of Independent Registered Public
Accounting Firm" on page 5 was prepared to comply with PCAOB Staff
Interpretive Response to Question 31 of PCAOB Auditing Standard
No. 2
which states that when a single management report is prepared to
satisfy both the requirements of FDICIA and Section 404 of the
Sarbanes Oxley Act the report of the auditor must address the
requirements of both sets of rules. In this regard, please
revise
Management`s Report on Internal Control over Financial Reporting
as
follows
* Revise the first paragraph to state that management`s
responsibility for establishing adequate internal controls for the
Company and for compliance with laws and regulations relating to
the
safety and soundness designated by the FDIC and the appropriate
federal banking agencies.
* Revise the second paragraph regarding management`s assessment as
to
the effectiveness of the Company`s internal control over financial
reporting to include its compliance with the designated safety and
soundness laws and regulations during the fiscal year.
* Revise the last paragraph to refer to the attestation report
prepared by the independent auditors which encompasses both
financial
statements prepared in accordance with GAAP and those prepared for
regulatory purposes.
Refer to Section II.H.4 of SEC Commission Release No. 33-8238,
"Final
Rule: Management`s Reports on Internal Control over Financial
Reporting and Certification of Disclosure in Exchange Act Period
Reports" for bank and thrift holding companies.
* * *
Closing Comments
As appropriate, please response to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Edwin Adames (Senior Staff Accountant) at
(202)
551-3447 or me at (202) 551-3492 if your have any questions
regarding these comments.
Sincerely,
John P. Nolan
Accounting Branch Chief
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FNB Corp.
Jerry A. Little
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