EX-99.1 2 d364625dex991.htm EX-99.1

Vincent J. Delie, Jr. President and Chief Executive Officer Gary L. Guerrieri Chief Credit Officer F.N.B. Corporation Investor Presentation KBW U.S. Regional Bank Conference London, England June 11, 2012 Exhibit 99.1

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Financial Information 2 This presentation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause F.N.B. Corporation’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions; (5) various monetary and fiscal policies and regulations of the U.S. government that may adversely affect the businesses in which F.N.B. Corporation is engaged; (6) technological issues which may adversely affect F.N.B. Corporation’s financial operations or customers; (7) changes in the securities markets; (8) risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission; (9) housing prices; (10) job market; (11) consumer confidence and spending habits; (12) estimates of fair value of certain F.N.B. Corporation assets and liabilities or (13) the effects of current, pending and future legislation, regulation and regulatory actions. F.N.B. Corporation undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this presentation. To supplement its consolidated financial statements presented in accordance with Generally Accepted Accounting Principles (GAAP), the Corporation provides additional measures of operating results, net income and earnings per share (EPS) adjusted to exclude certain costs, expenses, and gains and losses. The Corporation believes that these non-GAAP financial measures are appropriate to enhance the understanding of its past performance as well as prospects for its future performance. In the event of such a disclosure or release, the Securities and Exchange Commission’s Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. The required presentations and reconciliations are contained herein and can be found at our website, www.fnbcorporation.com, under “Shareholder and Investor Relations” by clicking on “Non-GAAP Reconciliation.” The Appendix to this presentation contains non-GAAP financial measures used by the Corporation to provide information useful to investors in understanding the Corporation's operating performance and trends, and facilitate comparisons with the performance of the Corporation's peers. While the Corporation believes that these non-GAAP financial measures are useful in evaluating the Corporation, the information should be considered supplemental in nature and not as a substitute for or superior to the relevant financial information prepared in accordance with GAAP. The non-GAAP financial measures used by the Corporation may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations. This information should be reviewed in conjunction with the Corporation’s financial results disclosed on April 24, 2012 and in its periodic filings with the Securities and Exchange Commission.

3 F.N.B. Corporation

Key Facts 4 Attractive Footprint –#3 Market Share in the Pittsburgh MSA –Banking locations network spanning 45 counties NYSE Listed –Market Cap of $1.5 Billion –Member S&P SmallCap 600 Index Fourth Largest Pennsylvania-Based Bank –Assets $11.7 Billion –Loans $7.8 Billion –Deposits $9.8 Billion –Banking Locations 266 –Consumer Finance Locations 65 –Headquarters Hermitage, PA Diverse Fee Income Sources with Complementary Business Lines –Business and Personal Banking –Wealth Management –Insurance –Commercial Equipment Leasing –Merchant Banking Diversified Financial Institution with a Network of Banking Locations Spanning 45 Counties in Pennsylvania, Northeastern Ohio and West Virginia • First National Bank Location Ohio Pennsylvania

Years of Banking Experience Joined FNB Prior Experience President and CEO Vincent J. Delie, Jr. 25 2005 National City President, First National Bank John C. Williams, Jr. 41 2008 National City, Mellon Bank Chief Financial Officer Vincent J. Calabrese, Jr. 24 2007 People’s United Chief Credit Officer Gary L. Guerrieri 26 2002 FNB, Promistar Leadership 5 Experienced and respected executive management team

Core Competencies 6 Proven success and solid foundation for sustainable growth opportunities Core Competency Proven Sustainable Commercial Bank - Strong C&I Focus 1Q12 marks twelve consecutive quarters of organic commercial loan growth (1) C&I loan portfolio comprises 19% of the total loan portfolio (2) People: Experienced team of bankers built over the past several years Process: Proprietary, cross-functional and enterprise-wide sales management process Positioning: Attractively positioned in markets with significant growth potential Products: Unique ability to deliver a sophisticated product set while maintaining a local, community bank culture Consumer Product Distribution Strong cross-functional and cross-sell focus Customer-based funding comprises 98% of total deposits and borrowings (2) Low Risk Profile Operating Strategy Balance growth strategy with a low risk profile Consistent, better-than-peers asset quality results Stable net interest margin Proven, Disciplined, Strategic Acquirer Nine bank acquisitions completed since 2002 with two completed since the beginning of 2011 Acquisition evaluation guided by disciplined capital recoupment and operating EPS accretion hurdles Well-positioned in strategically important markets (1) Organic, linked-quarter growth for the Pennsylvania commercial portfolio; (2) As of March 31, 2012

Growth Results 7 (1) Data per SNL Financial, based on period-end balances; (2) FY 2008 EPS based on SNL Financial core EPS calculation, FY 2013 EPS based on consensus estimates as of May 30, 2012 (FNB=$0.66/$0.89). Regional peer group listing included in Supplemental Information. As a result of successful organic and acquisition-related growth, FNB’s growth since 2008 has far exceeded peer results Loans, Deposits and Total Assets Growth: December 31, 2008 to March 31, 2012 (1) EPS Growth: 2008 vs. 2013 Consensus (2) 34% 50% 40% 35% 3% 23% 8% 18% 0% 10% 20% 30% 40% 50% 60% Loans Deposits Total Assets EPS FNB Peer Median

Industry Leading Loan Growth 8 Sustainable, Industry Leading Growth – Pipelines healthy, calling efforts robust and new relationships established – Disciplined cross-functional sales management process and experienced teams in place – Significant opportunities exist in FNB’s markets for continued market share gains and client expansion Peer Data Source: Regional Peer Group-SNL Financial, listing of regional peers included in appendix; All Commercial Banks-Federal Reserve H8 reports, seasonally adjusted annual growth rate; (1) FNB annual results reflect organic growth based on period-end balances; (2) FNB Excluding Florida Portfolio reflects growth excluding the Florida commercial portfolio Annual Loan Growth (1) vs. Peers (2) 6.73% 5.13% 1.43% 5.84% 4.08% 0.50% 1.70% -5.80% -10.30% 0.65% -0.53% -2.32% -15.00% -10.00% -5.00% 0.00% 5.00% 10.00% 2011 2010 2009 FNB Excluding Florida Portfolio FNB All Commercial Banks Regional Peer Group Median

Industry Leading Loan Growth 9 11 consecutive quarter of total loan growth 12 consecutive quarter of Pennsylvania commercial portfolio growth (1) Reflects linked-quarter average organic loan growth results on an annualized basis; (2) Reflects growth excluding the Florida commercial portfolio Total Loans (1) PA Commercial Loans (1) Loan growth driven by consistent organic growth results achieved in the commercial portfolio FNB 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 3.20% 10.00% 6.70% 5.20% 1.20% 3.40% 11.60% 9.20% 8.70% 6.80% 5.33% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% Pennyslvania Commercial Portfolio th th FNB Excluding Florida Portfolio (2) (2)

Net Interest Margin Management 10 Managing to a neutral interest rate risk position is a key operating strategy. Quarterly Net Interest Margin Trend 3.74% 3.79% 3.79% 3.78% 3.81% 3.77% 3.78% 3.81% 3.74% 3.00% 3.20% 3.40% 3.60% 3.80% 4.00% 1Q12 4Q11 3Q11 2Q11 1Q11 4Q10 3Q10 2Q10 1Q10 Parkvale Acquisition 1/1/2012 Stable net interest margin reflects effective interest rate risk management The net interest margin remained stable in the 3.77% to 3.81% range for seven quarters (2Q10- 4Q11) and 1Q12 results reflect the expected impact of the Parkvale acquisition. Consistent loan growth contributes to stability in the net interest margin Total variable and adjustable-rate loans total 59.4% of total loans at March 31, 2012, relatively stable following the Parkvale acquisition compared to 59.6% of total loans at December 31, 2011. Low investment portfolio duration of 2.4 years at March 31, 2012

Well Capitalized Dividend levels significantly exceed peers. (1) Capital ratios at December 31, 2011 reflect the offering completed May 2011 of 6.0 million shares with net proceeds of $63 million; (2) Capital ratios at March 31, 2012 reflect the impact of deploying the May 2011 capital raise for the Parkvale acquisition completed January 1, 2012 Dividend Payout Ratio 1Q12 2011 2010 FNB 78.1% 69.7% 74.0% Regional Peer Group Median 30.2% 31.1% 40.0% Regulatory “Well-Capitalized” (1) (2) Consistent capital management strategy focused on the efficient use of capital Total Risk-Based Tier One Leverage Tangible Common Equity March 31, 2011 December 31, 2011 March 31, 2012 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 12.5% 10.9% 8.4% 5.8% 13.4% 11.8% 9.2% 6.7% 12.0% 10.5% 8.1% 5.8% 11

Sustainable Business Model 12 Sustainable Business Model Disciplined Risk Management Maintain low risk profile Target neutral interest rate risk position Fund loan growth with deposits Adhere to consistent underwriting and pricing standards Maintain rigid expense control Efficient capital management Growth Orientated Organic growth driven by: • Best-in-class, enterprise-wide sales management • Deep product set Investments in people, product development, high- growth potential segments and markets Acquisition-related growth: • Disciplined, strategic, accretive FNB Culture Attract, retain and develop top talent Foster a strong cross- sell environment Holistic incentive compensation structure supports cross-functional focus Regularly monitor external and internal service excellence, quality and satisfaction Recognize accomplishments and innovation Shareholder Value Disciplined, growth oriented focus guided by commitment to shareholder value Long-term investment thesis centered on: • Targeted EPS growth • Strong dividend

13 Market Position and Opportunity

Market Position and Opportunity 14 Attractive overall market position FNB’s banking network spans 45 counties across Pennsylvania, Ohio and West Virginia. FNB holds a strong #3 market share for all counties operation. FNB benefits from a stable Pennsylvania economy that has outperformed much of the nation through the recent economic cycle. Pennsylvania’s unemployment rate has been below the U.S. rate for 48 consecutive months. (1) Strong Pittsburgh MSA market position #3 market share for the Pittsburgh MSA, the nation’s 22nd largest based on population and 16 th largest based on deposits. A growth strategy was successfully executed in this market with positive results reflecting team additions and organic and acquisition-related growth. The Pittsburgh market offers significant business banking opportunities due to a concentration of middle market prospects that exceeds the national and Pennsylvania average. A strong presence and the quality team of FNB bankers assembled in the market along with favorable competitive and economic indicators present unique growth opportunities. Marcellus and Utica Shale Exposure FNB is attractively positioned to benefit from positive regional economic lift associated with the Marcellus and Utica Shale. (1) Pennsylvania’s April 2012 seasonally adjusted rate=7.4% compared to the U.S. rate of 8.1%.

Banking Footprint 15 FNB Banking Location Ohio Pennsylvania West Virginia First National Bank locations span 45 counties across Pennsylvania, Ohio and West Virginia

Attractive Market Position 16 Source: SNL Financial, deposit data as of June 30, 2011, pro-forma as of May 31, 2012, excludes custodian bank FNB Counties of Operation Rank Institution Branch Count Total Market Deposits ($ 000) Total Market Share (%) 1 PNC Financial Services Group 345 48,750,897 30.7% 2 Royal Bank of Scotland Group, PLC 227 10,272,385 6.5% 3 F.N.B. Corporation 266 8,901,081 5.6% 4 M&T Bank Corp. 132 6,364,401 4.0% 5 Huntington Bancshares, Inc. 129 5,838,885 3.7% 6 Wells Fargo & Co. 64 4,830,011 3.0% 7 Banco Santander SA 75 4,770,823 3.0% 8 First Commonwealth Financial Corp. 101 4,010,036 2.5% 9 Dollar Bank Federal Savings Bank 40 3,415,130 2.1% 10 Susquehanna Bancshares 81 3,368,690 2.1% Total (1-164) 2,825 159,009,116 100.00% FNB holds the #3 overall market position for all counties of operation – with significant opportunities present for continued market share gains

Source: SNL Financial and Company data. Pittsburgh Growth Strategy 17 Successful execution of an organic and acquisition growth strategy in the Pittsburgh market 2004 2008 2009 2011 2003 2002 2005 2006 2007 2010 Iron & Glass Bancorp Deposits: $0.2 bn Parkvale Financial Deposits: $1.5 bn Promistar Financial (Market Entry) Deposits: $0.6 bn Slippery Rock Deposits: $0.2 bn NSD Bancorp Deposits: $0.4 bn Invest in Downtown Pittsburgh Regional Headquarters Relocate Wealth Management and Insurance to Downtown Pittsburgh Lift-out of Asset-Based Lending Group from RBS Citizens Bank Acquisitions: Other Actions: Lift-out of Commercial Banking Team from National City 12/31/2001: Market Rank: #34 Loans: $93 mm Employees (FTE): 40 3/31/2012: Market Rank #3 Loans: $2.6 bn Employees (FTE): 635

Pittsburgh Market Disruption = Opportunity 18 Data per SNL, represents Pittsburgh MSA market share rank and percentage of total market deposits, rank excludes custodian bank. The Pittsburgh MSA competitive environment rapidly evolved, presenting significant opportunity for market share gains and talent additions for FNB PNC, 37.2% PNC, 48.0% National City, 15.5% RBS, 8.2% RBS, 7.9% FNB, 4.2% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 2008 2011 2008 Top 3 Market Share 2011 Top 3 Market Share #1 #2 #3 #1 #2 #3

# 3 Deposit Market Share in a Top 25 U.S. MSA Presents Opportunity 19 Source: MSA population per U.S. Census Bureau 2010 data; Deposit market share per SNL Financial as of June 30, 2011, pro-forma as of May 31, 2012; (1) Excludes custodian bank Population Rank MSA (000's) #1 #2 #3 1 New York (1) 18,897 JPM BofA Citi 2 Los Angeles 12,829 BofA Wells Fargo Mitsubishi UFJ 3 Chicago 9,461 JPM BMO BofA 4 Dallas 6,372 BofA JPM Wells Fargo 5 Philadelphia 5,965 TD Wells Fargo PNC 6 Houston 5,947 JPM Wells Fargo BofA 7 Washington 5,582 Capital One Wells Fargo BofA 8 Miami 5,565 Wells Fargo BofA Citi 9 Atlanta 5,269 SunTrust Wells Fargo BofA 10 Boston 4,552 BofA RBS Banco Santander 11 San Francisco 4,335 BofA Wells Fargo Citi 12 Detroit 4,296 JPM Comerica BofA 13 Riverside 4,225 BofA Wells Fargo JPM 14 Phoenix 4,193 Wells Fargo JPM BofA 15 Seattle 3,440 BofA Wells Fargo U.S. Bancorp 16 Minneapolis 3,280 Wells Fargo U.S. Bancorp TCF 17 San Diego 3,095 Wells Fargo BofA Mitsubishi UFJ 18 St. Louis (1) 3,813 U.S. Bancorp BofA Commerce 19 Tampa 2,783 BofA Wells Fargo SunTrust 20 Baltimore 2,710 BofA M&T PNC 21 Denver 2,543 Wells Fargo FirstBank JPM 22 Pittsburgh (1) 2,356 PNC RBS 23 Portland 2,226 BofA U.S. Bancorp Wells Fargo 24 Sacramento 2,149 Wells Fargo BofA U.S. Bancorp 25 San Antonio 2,143 Cullen/Frost BofA Wells Fargo Top 3 Banks in MSA by Deposit Market Share FNB is uniquely positioned as one of only very few community banks to hold a Top 3 deposit market rank in one of the nation’s 25 largest metropolitan statistical areas. F.N.B. Corporation

Pittsburgh Market Opportunity 20 Pittsburgh, PA FNB Presence Deposits (1) $3.4 billion % of FNB Total Deposits (1) 38% Deposit Market Share (1) (2) 4.2% Deposit Market Rank (1) (2) 3 Commercial Middle Market Share (3) 12% Market Deposits (2) $81.1 billion Population (2) 2.4 million Households (2) 1.0 million Projected 5-Yr Population Growth (2) -0.84% Projected 5-Yr Household Income Growth (2) 22.6% Number of Firms with <500 Employees (4) 45,000 Number of Firms with >500 Employees (4) 1,800 0.60% (1) Pro-forma as of June 30, 2011; (2) Data per SNL; (3) Per 2010 Greenwich Associates Market Tracking Program, % of respondents with revenue between $15 and $500 million that reported a relationship with FNB; (4) Firms and Employment by MSA, U.S. Census Bureau; (5) PittsburghToday.org 4-Year Job Growth (4/2008 – 4/2012) (5) FNB Presence – Significantly increased FNB presence – #3 market rank following the Parkvale acquisition – Regional headquarters accommodating all lines of business – Deposits increased 126% since 2005 – Branches increased 59% since 2005 Pittsburgh MSA Market – Stable market that has outperformed much of the nation during the recession – Four-year job growth (April 2008-April 2012) comparatively stronger than other regions – Number of businesses located in the MSA significantly exceeds the national and Pennsylvania MSA average, presenting opportunity for additional market share gains

Pittsburgh Market Opportunity 21 (1) Pittsburgh MSA Commercial Market Opportunity, Number of Firms and Employment by MSA sourced from U.S. Census Bureau; (2) Economic Indicators sourced from PittsburghToday.org database Pittsburgh MSA Commercial Market Opportunity (1) and Economic Indicators (2) 0 500 1,000 1,500 2,000 500+ Employees Middle Market and Corporate Pittsburgh MSA Pennsylvania MSA Average National MSA Average 10,000 20,000 30,000 40,000 50,000 <20 Employees Small Businesses <500 Employees Businesses

Marcellus and Utica Shale 22 (1) Sources: www.marcellus.psu.edu, retrieved May 31, 2012; (2) www.dnr.state.oh.us, retrieved May 31, 2012; (3) Sterne Agee June 7, 2010 and FBR Capital Markets, March 2, 2011. FNB Banking Locations FNB is well-positioned in the Marcellus Shale and Utica Shale regions with a Pennsylvania footprint that closely aligns with the Marcellus Shale concentration and exposure to the Utica Shale region in Ohio. FNB has been noted by analysts as being one of the best geographically positioned banks to benefit from the Marcellus Shale. (3) This presents opportunity for FNB given the expected positive economic lift across much of FNB’s footprint. Ohio Utica Shale Well Locations (2)

Marcellus and Utica Shale Economic Effect 23 Opportunity for FNB relates to potential indirect and induced economic benefits across footprint Direct Effect: Oil and Gas Directly associated with the extraction, processing and delivery of the gas Drilling, extraction and support activities Indirect Effect: Supply Chain Provides goods and services to the energy industry e.g.: Iron and steel, transportation, commodity traders, heavy equipment, surveyors, utilities, rig parts, attorneys, real estate, machinery manufacturers, etc. Induced Benefit: Consumption Resulting benefit to industries and individuals from positive direct and indirect effects e.g.: Higher education, travel, housing, food and drink, entertainment, utilities, etc. FNB Strategic Focus: Supply Chain and Consumption

E-Delivery Channel Initiative Using leading edge technology to enhance client value, leading to further client acquisition, supporting client retention and generating related revenue opportunities Best-in-Class Platforms Online Bill Pay • Status: Available 1Q12 • Client Benefits: First National Bank offers online Bill Pay services through CheckFree, the world’s leading provider of financial services technology, including person to person payments, eBills, and the ability to transfer funds between financial institutions. Mobile Banking • Status: Available June 2012 • Client Benefits: Retail customers can view their account balances and history, transfer funds, pay bills, and find ATM and branch locations on their mobile phone. Mobile Banking services are offered via text banking, mobile browser, and downloadable app for smart phones. Online Banking • Status: Available 4Q12 • Client Benefits: First National Bank will introduce an online banking product that will provide best-in-class capabilities. At the same time, the bank will enhance its mobile banking offering with advanced features such as remote deposit capture that will position First National Bank as a leader in the industry. 24

25 Acquisition Strategy

Strategy Focus on strategically important markets with growth potential. Acquisition-related expansion has historically been focused on enhancing presence in the Pittsburgh market and eastern and central Pennsylvania. Consideration given to additional attractive markets contiguous to existing footprint with concentrated commercial and industrial business prospect opportunities. Acquisition Criteria/Evaluation Proficient due diligence and integration team in place Disciplined approach to identifying and selecting targets Targeted financial hurdles taken into consideration Accretive to operating earnings per share the first full year following close. Recoup diminution of capital within a relatively short time-period (target 12-18 months). Superior post-acquisition execution Acquisition Strategy 26

Acquisition-Related Expansion 27 FNB is a proven merger integrator with nine bank acquisitions, totaling $7.9 billion in assets, completed since 2002 Pre-2002 Presence Additional Acquisition-Related Expansion Pittsburgh MSA Acquisition Expansion Pennsylvania Ohio West Virginia New York Maryland Pittsburgh Hermitage State College Harrisburg Erie Cleveland Scranton Philadelphia

28 Investment Thesis

Long-Term Investment Thesis 29 Long-Term Investment Thesis: Targeted EPS Growth 5-6% Expected Dividend Yield (Targeted Payout Ratio 60-70%) 4-6% Total Shareholder Return 9-12% FNB’s long-term investment thesis reflects a commitment to efficient capital management and creating value for our shareholders

Total Shareholder Return and Dividend Yield 30 Current Dividend Yield (1) Last Twelve Months Dividend Payout Ratio Data per SNL Financial; Regional peer group listing included in Supplemental Information; National peer group consists of banks with assets between $5 and $25 billion; (1) As of June 1, 2012 3-Year Total Shareholder Return (1) 77.8% 29.9% 29.9% 44.3% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% FNB Regional Peers National Peers S&P 500 1-Year Total Shareholder Return (1) 4.1% 3.9% 1.9% -0.6% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% FNB Regional Peers National Peers S&P 500

Relative Valuation Multiples 31 FNB Regional Peer Group Median National Peer Group Median (1) Price/Earnings Ratio (2) FY13 Consensus EPS (FNB=$0.89) 11.5x 11.6x 11.6x Price/Tangible Book Value (2) 2.2x 1.4x 1.4x Price/Book Value (2) 1.1x 1.0x 1.1x Dividend Yield (2) 4.7% 3.1% 2.2% FNB has a modest P/E valuation relative to peers given its higher-quality earnings stream, stronger dividend yield and future growth potential Data per SNL Financial: Price/Earnings Ratio based on analyst consensus estimates for FNB and peers; (1) National peer group consists of banks with assets between $5 and $25 billion; (2) As of June 1, 2012 closing prices (FNB=$10.21)

Summary: Key Investment Considerations 32 With compelling core competencies, strong performance proof points and a sustainable business model, FNB is well-positioned to benefit from: 1. People Significant investments made in personnel Continued ability to attract top talent 2. Markets Leading share in markets characterized with a high density of commercial business prospects and significant competitive disruption A stable and improving economy that has performed relatively better than similar regions and national averages Increased capital spending in the commercial and industrial sector, an FNB core competency, as the economy improves The Marcellus and Utica Shale, through projected benefits to the regional economy Enterprise-wide, excellent proprietary sales management process Incentive compensation structure aligned with annual corporate operating objectives Deep product set with a strong cross-sell culture 3. Process and Products

33 First Quarter 2012 Operating Results

First Quarter 2012 34 Financial Results: Industry-Leading Loan Growth: Strong Transaction Deposit Growth: repurchase agreements of 8.9% Net Interest Margin: Parkvale acquisition Consistent Good Credit Quality Results: Completed Acquisition: in the Pittsburgh MSA to 3 from 7 ($1.8 billion in assets) Capital Raise Deployed: S&P 600, was efficiently deployed for the Parkvale acquisition Strong First Quarter 2012 Operating EPS of $0.19 represents a 19% year-over-year increase Eleventh consecutive quarter of organic growth for total loans Organic linked-quarter growth in transaction accounts and customer Net interest margin of 3.74%, consistent with management expectations following the Net charge-offs of 0.32%, annualized, of average originated loans Parkvale Financial acquisition completed on January 1, 2012, enhancing market share The $63 million capital raise, completed in May 2011 following FNB’s inclusion in the rd th

Key Operating Highlights – First Quarter 2012 35 (1) Non-GAAP financial measure, excluding merger costs and certain other items, refer to Non-GAAP reconciliation included in the Appendix; (2) Refer to Appendix for items included in calculation; (3) Organic growth based on average balances (4) Represents commercial organic growth excluding the Florida portfolio; (5) Transaction deposits include all deposits other than time deposits 1Q12 4Q11 1Q11 1Q12 Highlights Operating EPS (1) $0.19 $0.19 $0.16 Strong start to 2012 Closed Parkvale acquisition On track to achieve planned accretion Net interest margin results reflect impact of Parkvale acquisition, in line with expectations Continued to focus on expense control, while investing for growth Solid organic loan growth continues 11 th consecutive quarter of total loan growth 12 th consecutive quarter of Pennsylvania commercial portfolio growth Good credit quality results Operating Return on Tangible Equity (1) 17.79% 16.10% 15.97% Operating Return on Tangible Assets (1) 1.04% 1.07% 0.94% Pre-tax, Pre-provision Earnings (1) $45,390 $43,298 $37,215 Net Interest Margin (FTE) 3.74% 3.79% 3.81% Efficiency Ratio (2) 60.4% 59.3% 62.3% Total Organic Loan Growth (3) 1.4% 5.1% 5.5% PA Commercial Organic Loan Growth (3) (4) 5.3% 6.8% 10.7% Transaction Deposit and Customer Repo Organic Growth (3)(5) 8.9% 2.8% 4.3% Net Charge-Offs to Average Originated Loans 0.32% 1.01% 0.45% NPL’s+OREO to Total Originated Loans+OREO 2.22% 2.15% 2.71% Tangible Common Equity/Tangible Assets 5.82% 6.65% 5.76%

Diversified Loan Portfolio 36 Note: Balance, CAGR and % of Portfolio based on period-end balances 3/31/12 CAGR % of Portfolio ($ in millions) Balance 12/08- 3/12 12/31/08 3/31/12 C&I $1,451 14.1% 16% 19% CRE: Non-Owner Occupied 1,304 10.9% 16% 16% CRE: Owner Occupied 1,218 6.2% 17% 16% Commercial Leases 118 42.9% 1% 2% Total Commercial $4,082 11.0% 50% 52% Consumer Home Equity 1,564 8.2% 21% 20% Residential Mortgage 1,138 23.2% 10% 15% Indirect 550 2.4% 9% 7% Other 166 1.9% 3% 2% Regency 158 0.0% 3% 2% Florida 136 -21.1% 5% 2% Total Loan Portfolio $7,803 9.4% 100% 100% Well diversified portfolio Strong growth results driven by commercial loan growth $7.8 Billion Loan Portfolio March 31, 2012 Commercial & Industrial 19% Consumer Home Equity 20% Residential Mortgage 15% Indirect 7% Other 2% Regency 2% Florida 2% Commercial Leases 2% CRE: Owner Occupied 16% CRE: Non- Owner Occupied 17%

Deposits and Customer Repurchase Agreements 37 Note: Balance, CAGR and % of Portfolio based on period-end balances; (1) Transaction deposits include savings, NOW, MMDA and non-interest bearing deposits; (2) December 31, 2008 through March 31, 2012 3/31/12 CAGR Mix % ($ in millions) Balance 12/08- 3/12 12/31/08 12/31/12 Savings, NOW, MMDA $4,508 15.6% 44% 46% Time Deposits 2,769 5.6% 36% 28% Non-Interest Bearing 1,579 18.1% 14% 16% Customer Repos 929 28.1% 6% 10% Total Deposits and Customer Repo Agreements $9,785 13.6% 100% 100% Transaction Deposits (1) and Customer Repo Agreements $7,016 17.5% 64% 72% Loans to Deposits and Customer Repo Agreements Ratio = 80% at March 31, 2012 Focus on new client acquisition and growing lower cost relationship-based deposits – 17.5% average growth for transaction deposits and customer repo agreements (2) – Improved funding mix $9.8 Billion Deposits and Customer Repo Agreements March 31, 2012 Non- Interest Bearing 16% Savings, NOW, MMDA 46% Customer Repos 10% Time Deposits 28%

Investment Portfolio 38 (1) Amounts reflect GAAP; (2) Original cost of $114 million, adjusted cost of $47 million, fair value of $32 million % Ratings ($ in millions (1) ) Portfolio Investment % Agency MBS $1,231 52% AAA 100% Highly Rated $2.3 Billion Investment Portfolio March 31, 2012 CMO Agency 417 18% AAA 100% Agency Senior Notes 370 16% AAA 100% Municipals 183 8% AAA AA A 2% 90% 8% Short-Term 72 3% AAA 100% Trust Preferred (2) 32 1% BBB BB CCC C 19% 21% 50% CMO Private Label 24 1% AAA AA A BBB CCC 23% 43% 9% 4% 21% Corporate 17 1% AA A BBB 60% 12% 28% Bank Stocks 2 - Non-Rated Total Investment Portfolio $2,348 100% 2% 97% of total portfolio rated AA or better Municipal bond portfolio Low duration of 2.4 years Highly rated with an average rating of AA and 99.8% of the portfolio rated A or better General obligation bonds = 99.5% of portfolio 76.8% from municipalities located throughout Pennsylvania

Positive Credit Trends 39 2.76% 2.08% 2.03% 1.87% 1.51% 1.47% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 2010 2011 1Q12 Originated Portfolio: Past Due+Non-Accrual to Loans (1)(2) NPL’s+OREO to Originated Loans+OREO (1)(2)(3) 2.74% 2.15% 2.22% 1.56% 1.29% 1.39% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 2010 2011 1Q12 FNB FNB Excluding Florida Portfolio Regional Peer Group Median Solid performance with improving trends Originated Portfolio: NCO’s to Average Loans (2) 0.44% 0.39% 0.32% 0.33% 0.23% 0.77% 0.62% 0.32% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 2010 2011 1Q12 FNB excluding Florida Florida Regional Peer Group Median (1) Based on balances at year-end and quarter-end for each period presented; (2) The “Originated Portfolio” or “Originated Loans” excludes loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been considered by virtue of the Corporation’s estimate of acquisition-date fair value; (3) OREO includes all other real estate owned, including balances acquired through business combinations that were in acquired loans prior to foreclosure. – Better-than-expected 1Q12 net charge-off results – Improvements in delinquency – 1Q12 slight increase in NPL’s+OREO to Originated Loans+OREO primarily reflects the addition of $6.1 million in OREO from the Parkvale acquisition

Positive Credit Trends 40 Reserves to NPL’s (1) 71.92% 78.44% 94.76% 92.95% 0.00% 10.00% 20.00% 30.00% 40.00% 50.00% 60.00% 70.00% 80.00% 90.00% 100.00% 2009 2010 2011 1Q12 FNB Regional Peer Group Median March 31, 2012 reserve levels consistent with December 31, 2011 levels 1.79% 1.74% 1.54% 1.55% 0.50% 1.00% 1.50% 2.00% 2.50% 2009 2010 2011 1Q12 Reserves to Total Originated Loans (1)(2) (1) Based on year-end balances for each period presented; (2)The “Originated Portfolio” or “Originated Loans” excludes the “Acquired Portfolio” or loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009), as the risk of credit loss has been considered by virtue of the Corporation’s estimate of acquisition-date fair value. As of March 31, 2012, there have not been any reserves established for the acquired portfolio.

41 Supplemental Information

42 Supplemental Information Index Loan Risk Profile Regency Finance Company Profile Regional Peer Group Listing Board of Directors GAAP to Non-GAAP Reconciliation

Loan Risk Profile 43 Loan Risk Profile – March 31, 2012 (1) Represents metrics for the originated portfolio which excludes the acquired portfolio or loans acquired at fair value and accounted for in accordance with ASC 805 (effective January 1, 2009) as the risk of credit loss has been considered by virtue of the Corporation’s estimate of acquisition-date fair value. $ in millions Balance 3/31/2012 % of Loans NPL's/Loans (1) Net Charge- Offs/Loans (1) Total Past Due/Loans (1) Commercial and Industrial $1,451,144 18.6% 0.55% 0.29% 0.71% CRE: Non-Owner Occupied 1,303,765 16.7% 1.32% 0.04% 1.61% CRE: Owner Occupied 1,217,806 15.6% 2.35% 0.43% 2.68% Home Equity and Other Consumer 1,693,134 21.7% 0.25% 0.20% 0.71% Residential Mortgage 1,138,220 14.6% 0.81% 0.03% 2.07% Indirect Consumer 549,875 7.0% 0.72% 0.41% 0.78% Regency Finance 157,885 2.0% 4.42% 3.56% 3.68% Florida 135,547 1.7% 28.79% -0.02% 28.79% Commercial Leases 118,050 1.5% 1.00% 0.24% 2.69% Other 37,365 0.5% 10.23% 1.87% 10.36% Total $7,802,791 100.0% 1.67% 0.32% 2.03%

Conservatively run consumer finance business with over 80 years of consumer lending experience Good credit quality: First quarter 2012 net charge-offs to average loans of 3.56% Strong returns: First Quarter 2012: ROA 3.18%, ROE 33.53%, ROTE 37.77% Regency Finance Company Profile (1) Return on average tangible common equity (ROTCE) is calculated by dividing net income less amortization of intangibles by average common equity less average intangibles. Tennessee Ohio Pennsylvania Kentucky 44 63 Locations Spanning Four States Regency Finance Company $158 Million Loan Portfolio 87% of Real Estate Loans are First Mortgages

Regional Peer Group Listing 45 ASBC Associated Bancorp NPBC National Penn Bancshares, Inc. CBSH Commerce Bancshares, Inc. ONB Old National Bancorp CBU Community Bank Systems, Inc. PRK Park National Corp CHFC Chemical Financial Corp. PVTB Private Bancorp, Inc. CRBC Citizens Republic Bancorp, Inc. SBNY Signature Bank CSE CapitalSource, Inc. SUSQ Susquehanna Bancshares, Inc. FCF First Commonwealth Financial TCB TCF Financial Corp. FFBC First Financial Bancorp, Inc. UBSI United Bankshares, inc. FMBI First Midwest Bancorp, Inc. UMBF UMB Financial Corp. FMER First Merit Corp. VLY Valley National Bancorp FULT Fulton Financial WSBC WesBanco, Inc. MBFI MB Financial, Inc. WTFC Wintrust Financial Corp. NBTB NBT Bancorp, Inc. Regional Peer Group

Board of Directors 46 Board of Directors Name Age Director Since Biography Stephen J. Gurgovits 68 1981 Chairman of the Board effective January 2012; former Chief Executive Officer of F.N.B. Corporation Vincent J. Delie, Jr. 47 2012 President and Chief Executive Officer effective January 2012 William B. Campbell 73 1975 Former Chairman of the Board; More than 30 years executive experience in the manufacturing, steel, commercial development and construction industries, including ownership of Shenango Steel Erectors, Inc. and partner for the commercial lease and development firm, Campbell-Kirila Realty. Philip E. Gingerich 74 2008 Director of Omega Financial Corporation from 1994 to 2008; retired real estate appraiser, broker and consultant. Robert R. Goldstein 72 2003 Over 46 years experience in the financial services industry; principal of CapGen Financial Advisors LLC since 2007; Former Chairman of Bay View Capital Corporation. Dawne S. Hickton 54 2006 Vice Chairman, president and chief executive officer of RTI International Metals, Inc. based in Pittsburgh, Pennsylvania. David J. Malone 57 2005 President and Chief Executive Officer of Gateway Financial Group, Inc., a financial services firm located in Pittsburgh, Pennsylvania. D. Stephen Martz 69 2008 Over 45 years experience in the banking and financial services industry; former director, president and chief operating officer of Omega Financial Corporation. Robert J. McCarthy 69 2012 Previously President and CEO of Parkvale Bank and Parkvale Financial Corporation and Vice Chairman of Parkvale Financial Corporation’s Board of Directors. Harry F. Radcliffe 61 2002 Investment manager with extensive prior experience in the financial services industry. Arthur J. Rooney, II 59 2006 President of Pittsburgh Steelers Sports, Inc.; of counsel with Buchanan, Ingersoll & Rooney, P.C. John W. Rose 62 2003 Has served on the boards of 25 separate banks or bank holding companies; currently principal of CapGen Financial Advisors LLC. Stanton R. Sheetz 56 2008 Co-owner and Chief Executive Officer of Sheetz, Inc.; director of Omega Financial Corporation from 1994 to 2008. William J. Strimbu 51 1995 President of Nick Strimbu, Inc. since 1994, a trucking company with common carrier authority. Earl K. Wahl 71 2002 Over 36 years executive experience, owning and operating various businesses involving mining, drilling, industrial contracting, restaurant, municipal and environmental services, including prior ownership of J.E.D. Corporation, an environmental consulting firm.

GAAP to Non-GAAP Reconciliation 47 $ in thousands 2012 First Fourth First Quarter Quarter Quarter Operating net income: Net income $21,582 $23,737 $17,175 Merger and severance costs, net of tax 4,943 255 2,695 Operating net income $26,525 $23,992 $19,870 Operating diluted earnings per share: Diluted earnings per share $0.15 $0.19 $0.14 Effect of merger-related costs, net of tax 0.04 0.00 0.02 Operating diluted earnings per share $0.19 $0.19 $0.16 Operating return on average tangible equity: Operating net income (annualized) $106,683 $95,186 $80,584 Amortization of intangibles, net of tax (annualized) 5,964 4,692 4,734 112,647 99,878 85,318 Average total shareholders' equity 1,352,569 1,219,575 1,129,622 Less: Average intangibles (719,195) (599,352) (595,436) 633,374 620,223 534,186 Operating return on average tangible equity 17.79% 16.10% 15.97% 2011

GAAP to Non-GAAP Reconciliation 48 $ in thousands 2012 First Fourth First Quarter Quarter Quarter Operating return on average tangible assets: Operating net income (annualized) $106,683 $95,188 $80,584 Amortization of intangibles, net of tax (annualized) 5,964 4,692 4,734 112,647 99,881 85,318 Average total assets 11,563,665 9,947,884 9,695,015 Less: Average intangibles (719,195) (599,352) (595,436) 10,844,470 9,348,532 9,099,579 Operating return on average tangible assets 1.04% 1.07% 0.94% Pre-tax, pre-provision earnings: Net interest income (FTE) $92,822 $82,051 $79,248 Non-interest income 31,745 32,598 28,432 Non-interest expense 86,673 71,591 74,557 Pre-tax, pre-provision earnings 37,894 43,058 33,123 Adjustments: Net impairment losses on securities - (29) - Gain on sale of securities 108 3,511 54 FHLB prepayment penalty - 3,328 - Merger and severance costs 7,604 393 4,146 Pre-tax, pre-provision earnings 45,390 $ 43,298 $ 37,215 $ 2011

GAAP to Non-GAAP Reconciliation 49 $ in thousands 2012 First Fourth First Quarter Quarter Quarter Tangible book value per share: Total shareholders' equity $1,354,699 $1,210,199 $1,128,414 Less: intangibles (714,177) (599,414) (601,475) 640,522 610,785 526,939 Ending shares outstanding 139,501,039 127,220,759 120,871,383 Tangible book value per share $4.59 $4.80 $4.36 Tangible equity / tangible assets (period end): Total shareholders' equity $1,354,699 $1,210,199 $1,128,414 Less: intangibles (714,177) (599,414) (601,475) 640,522 610,785 526,939 Total assets 11,726,063 9,786,483 9,755,281 Less: intangibles (714,177) (599,414) (601,475) 11,011,886 9,187,069 9,153,806 Tangible equity / tangible assets (period end) 5.82% 6.65% 5.76% Efficiency ratio calculation: 2011 expense, FHLB pre-payment penalties and merger and severance costs. The efficiency ratio calculation excludes securities gains and net impairment losses on securities, amortization of intangibles, other real estate owned