EX-99.1 2 d433221dex991.htm EX-99.1

Vincent J. Delie, Jr. President and Chief Executive Officer Vincent J. Calabrese, Jr. Chief Financial Officer F.N.B. Corporation Investor Presentation Third Quarter 2012 Dated: November 5, 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; (13) in connection with the pending merger with Annapolis Bancorp, Inc., difficulties encountered in expanding into a new market; or (14) 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 October 22, 2012 and in its periodic filings with the Securities and Exchange Commission.

Additional Information About the Merger 3 ADDITIONAL INFORMATION ABOUT THE MERGER F.N.B. Corporation and Annapolis Bancorp, Inc. will file a proxy statement/prospectus and other relevant documents with the SEC in connection with the merger. SHAREHOLDERS OF ANNAPOLIS BANCORP, INC. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation has filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation 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 Annapolis Bancorp, Inc. has filed with the SEC by contacting Edward Schneider , Treasurer and CFO, Annapolis Bancorp, Inc., 1000 Bestgate Road, Suite 400, Annapolis, MD 21401, telephone: (410) 224-4455. F.N.B. Corporation and Annapolis Bancorp, Inc. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning such participants' ownership of Annapolis Bancorp, Inc. common stock will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

4 F.N.B. Corporation

Key Facts 5 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 $12.0 Billion – Loans $8.0 Billion – Deposits $10.0 Billion – Banking Locations 266 – Consumer Finance Locations 71 – 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

Key Investment Considerations 6 Strong Performance Positioning for Sustained Growth 1. Experienced leadership, compelling core competencies and a sustainable business model 2. Clear market position strategy 3. Consistent, strong operating results 4. Ongoing reposition and reinvest focus 5. Proven and disciplined acquisition strategy 6. Investment thesis and high quality earnings creates P/E expansion opportunity

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 7 Experienced and respected executive management team

Core Competencies 8 Proven success and solid foundation for sustainable growth opportunities Core Competency Proven Sustainable Commercial Bank - Strong C&I Focus 3Q12 marks fourteen consecutive quarters of organic commercial loan growth (1) C&I loan portfolio comprises 34% of the total loan portfolio (2)(3) 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 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 Proven, Disciplined, Strategic Acquirer Nine bank acquisitions completed since 2002 with two completed since the beginning of 2011 Acquisition of Annapolis Bancorp, Inc. announced 10/22/2012 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 September 30, 2012; (3) Represents C&I and owner-occupied CRE

Sustainable Business Model 9 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 Oriented Organic growth driven by: Investments in people, product development, high- growth potential market segments Acquisition-related growth: 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: Best-in-class, enterprise-wide sales management Deep product set Disciplined, strategic, accretive Targeted EPS growth Strong dividend

4.30% 3.20% 10.00% 6.70% 5.20% 1.20% 3.40% 11.60% 9.20% 8.70% 6.80% 5.93% 7.21% 8.90% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% Pennyslvania Commercial Portfolio Industry Leading Loan Growth 10 13 th consecutive quarter of total loan growth 14 th consecutive quarter of Pennsylvania commercial portfolio growth (1) Reflects linked-quarter average organic loan growth results on an annualized basis, excluding reductions in the Florida commercial portfolio Total Loans (1) (1) Over three years of consecutive quarterly organic loan growth accomplished 1.50% 5.60% 2.10% 3.90% 5.20% 4.40% 6.60% 5.70% 8.00% 6.00% 2.64% 4.36% 6.90% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% FNB Excl Non-Core Florida Portfolio (1) PA Commercial Loans (1)

Strong Profitability Trends 11 Return on Average Tangible Equity (1) Return on Average Tangible Assets (1) Peer data per SNL Financial, refer to Appendix for peer listing (1) Operating ROTE and ROTA for FNB, excludes merger and severance costs and certain other one-time items, refer to Non-GAAP Reconciliation included under Supplemental Information 18.51% 16.32% 14.71% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14.00% 16.00% 18.00% 20.00% 3Q12 YTD 2011 2010 FNB Peer Group Median 1.10% 1.02% 0.87% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 3Q12 YTD 2011 2010 FNB Peer Group Median

12 Market Position and Opportunity

Top Overall Market Position 13 Source: SNL Financial, deposit data as of June 30, 2012, pro-forma as of October 26, 2012, excludes custodian bank FNB Counties of Operation Rank Institution Branch Count Total Market Deposits ($ 000) Total Market Share (%) 1 PNC Financial Services Group 367 53,477,806 30.3 2 Royal Bank of Scotland Group, PLC 227 10,728,368 6.1 3 F.N.B. Corporation 274 9,437,811 5.3 4 M&T Bank Corp. 152 8,603,725 4.9 5 Huntington Bancshares, Inc. 127 6,172,157 3.5 6 Wells Fargo & Co. 76 5,575,216 3.2 7 First Commonwealth Financial 101 3,957,651 2.2 8 Banco Santander 75 3,854,650 2.2 9 Dollar Bank Federal Savings Bank 40 3,665,400 2.1 10 Susquehanna Bancshares 84 3,172,621 1.8 Total (1-188) 3,035 176,528,069 100.0 FNB holds the #3 overall retail market position for all counties of operation – with significant opportunities present for continued market share gains

Top Position in a Major Metropolitan Market 14 Source: MSA population per U.S. Census Bureau 2010 data; Deposit market share per SNL Financial as of June 30, 2012, pro-forma as of October 8, 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 HSBC 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 (1) 3,280 Wells Fargo U.S. Bancorp TCF 17 San Diego 3,095 Wells Fargo Mitsubishi UFJ BofA 18 St. Louis 2,813 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 U.S. Bancorp 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 15 Pittsburgh, PA FNB Presence Strong FNB Presence Pittsburgh MSA Market Deposits (1) $3.5 billion % of FNB Total Deposits (1) 39% Deposit Market Share (1) (2)/ Rank 4.5% / #3 Market Deposits (2) $96.7 billion Population (2) 2.4 million Households (2) 1.0 million (1) As of June 30, 2012; Market Share Rank excludes custodian bank; (2) Data per SNL; (3) Source: PittsburghToday.org 4-Year % Change in Jobs Sept. 2008 – Sept. 2012 (3) 1-Year Housing Appreciation Unemployment Rate (3) 1 Quarter 2012 st – 22 nd largest based on population – 16 th largest based on deposits – Favorable economic trends that have outperformed much of nation (3) – #3 market retail rank – Regional headquarters accommodating all lines of business

Pittsburgh Market Position Timeline 16 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 Deposits (1) : $161 mm Employees (FTE): 40 9/30/2012: Market Rank #3 Deposits (1) : $3.5 bn Employees (FTE): 592 2012 (1) Source: SNL Financial as of June 30 of each respective year

Market Opportunity 17 Note: Above metrics at the MSA level (1) Data per Hoover’s as of October 29, 2012 (2) Data per SNL Financial 1,000,755 852,488 223,760 230,329 227,644 1,042,841 200,000 400,000 600,000 800,000 1,000,000 1,200,000 # of Households $45,359 $46,212 $53,289 $41,077 $39,404 $62,687 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 Median Household Income 2,356,285 2,077,240 549,745 563,631 565,773 2,710,489 - 500,000 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 Population 9,699 9,142 2,160 2,016 1,939 10,690 - 2,000 4,000 6,000 8,000 10,000 12,000 # of Companies with Revenue Greater Than $1 Million (2) (2) (1) (2) -

Marcellus and Utica Shale Exposure 18 (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 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. FNB Banking Locations Pennsylvania Ohio Ohio Utica Shale Well Locations (2) (1)

Marcellus and Utica Shale FNB Strategic Focus 19 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

20 Strong Operating Results

3Q12 Operating Highlights 21 3Q12 2Q12 3Q11 Consistent Earnings Growth Net income $30,743 $29,130 $23,773 Earnings per diluted share $0.22 $0.21 $0.19 Profitability Performance ROTE (1) 19.10% 19.01% 16.23% ROTA (1) 1.03% 1.00% 0.95% Net interest margin 3.70% 3.80% 3.79% Efficiency ratio 56.8% 57.7% 59.0% Strong Organic Balance Sheet Growth Trends (2) Total loan growth (3) 6.9% 4.4% 8.1% Commercial loan growth (3) 8.9% 7.2% 8.7% Consumer loan growth 12.0% 8.3% 9.1% Transaction deposits and customer repo growth (4) 8.7% 14.3% 5.6% (1) ROTE and ROTA are non-GAAP measures, refer to Non-GAAP Reconciliation included under Supplemental Information; (2)Average, annualized linked quarter organic growth results; (3)Excludes the Florida commercial portfolio; (4)Excludes time deposits

Sustained Loan Growth Momentum 22 (1) Average, linked-quarter organic growth results (2) Year-over-year (Y-o-Y) organic growth results by portfolio, $ in millions (3) The Florida portfolio is an exit-strategy portfolio, the residential portfolio has experienced accelerated pre-payment speeds and expected declines following the Parkvale acquisition. Positive loan growth results despite declines in the Florida portfolio and the residential mortgage portfolio (3) Strong year-over-year results for FNB’s commercial and consumer portfolios Linked Quarter and Y-o-Y Loan Growth (%) (1) Y-o-Y Loan Growth ($) (2)

Positive Operating Trends: Pre-Provision Net Revenue Results 23 21% Year-over-Year PPNR Growth 9% $147,993 $122,014 $ - $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 3Q12 YTD 3Q11 YTD $1.05 $0.96 $0.90 $0.92 $0.94 $0.96 $0.98 $1.00 $1.02 $1.04 $1.06 $1.08 3Q12 YTD 3Q11 YTD Pre-Provision Net Revenue EPS Pre-Provision Net Revenue 9% Year-over-Year PPNR EPS Growth 21% Pre-provision net revenue (PPNR) represents net interest income (FTE), plus non-interest income (excluding securities gains and losses and OTTI) less non- interest expense. Non-interest income and non-interest expense have been adjusted to exclude certain non-operating items, refer to appendix for calculation.

Net Interest Margin 24 Net Interest Margin Trend Parkvale Acquisition 1/1/2012 Net interest margin results reflects effective interest rate risk management Consistent loan and transaction deposit growth contributes to stability in the net interest margin 3Q12 and 2Q12 margin included the benefit of $1.4 million and $2.5 million, respectively, in accretable yield on acquired loans. Total variable and adjustable-rate loans total 59.6% of total loans at both September 30, 2012 and December 31, 2011 3.65% 3.70% 0.05% 0.10% 3.70% 3.80% 3.74% 3.79% 3.79% 3.00% 3.20% 3.40% 3.60% 3.80% 4.00% 3Q12 2Q12 1Q12 4Q11 3Q11 Core Net Interest Margin Accretable Yield

Asset Quality Results (1) 25 $ in thousands 3Q12 2Q12 3Q11 3Q12 Highlights NPL’s+OREO/Total loans+OREO 1.69% 1.93% 2.48% Overall results reflect the consistent, solid performance of the core portfolios (Pennsylvania and Regency portfolios, representing 99.1% of total loans) Non-performing loans plus OREO declined $13.3 million or 10.1% Provision for loan losses $6.2 million for the originated portfolios $2.2 million for the acquired portfolios Continued positive trends seen in delinquency levels NCO’s remain at good levels Total delinquency 1.66% 1.78% 2.35% Provision for loan losses (2) $8,429 $7,027 $8,573 Net charge-offs (NCO’s) (2) $7,362 $7,473 $8,984 NCO’s/Total average loans (2) 0.37% 0.38% 0.53% NCO’s/Total average originated loans 0.42% 0.45% 0.56% Allowance for loan losses/ Total loans 1.43% 1.49% 1.69% Allowance for loan losses/ Total non-performing loans 120.23% 104.89% 86.75% (1) Metrics shown are originated portfolio metrics unless noted as a total portfolio metric. “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 fair value. (2) Total portfolio metric

Positive Asset Quality Trends 26 Peer data per SNL Financial, refer to Appendix for peer listing; (1) Based on balances at year-end and quarter-end for each period presented. “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 fair value; (2) Florida-related NCO’s 3Q12 YTD included in total metric NPL’s+OREO to Originated Loans+OREO (1) NCO’s to Average Originated Loans (1) 0.77% 0.62% 0.39% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 2010 2011 3Q12 YTD FNB excluding Florida Florida Peer Group Median (2) 2.74% 2.15% 1.69% 1.56% 1.28% 1.22% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 2010 2011 3Q12 FNB FNB Excluding Florida Portfolio Peer Group Median

Diversified Loan Portfolio 27 Note: Balance, CAGR and % of Portfolio based on period-end balances 9/30/12 CAGR % of Portfolio ($ in millions) Balance 12/08- 9/12 12/31/08 9/30/12 C&I $1,532 13.7% 16% 19% CRE: Non-Owner Occupied 1,368 10.7% 16% 17% CRE: Owner Occupied 1,229 5.6% 17% 15% Commercial Leases 127 38.9% 1% 2% Total Commercial $4,256 10.6% 50% 53% Consumer Home Equity 1,670 8.9% 21% 21% Residential Mortgage 1,074 18.0% 10% 14% Indirect 570 3.1% 9% 7% Other 173 2.8% 3% 2% Regency 164 1.0% 3% 2% Florida 72 -31.3% 5% 1% Total Loan Portfolio $7,979 8.8% 100% 100% Well diversified portfolio Strong growth results driven by commercial loan growth $8.0 Billion Loan Portfolio September 30, 2012 Commercial & Industrial 19% Consumer Home Equity 21% Residential Mortgage 14% Indirect 7% Other 2% Regency 2% Florida 1% Commercial Leases 2% CRE: Owner Occupied 15% CRE: Non- Owner Occupied 17%

Deposits and Customer Repurchase Agreements 28 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 September 30, 2012; (3) Transaction-based deposits represent all deposits and customer repos other than time deposits 9/30/12 CAGR Mix % ($ in millions) Balance 12/08- 9/12 12/31/08 9/30/12 Savings, NOW, MMDA $4,539 13.6% 44% 45% Time Deposits 2,626 3.4% 36% 26% Non-Interest Bearing 1,736 18.5% 14% 17% Customer Repos 1,111 30.0% 6% 11% Total Deposits and Customer Repo Agreements $10,012 12.3% 100% 100% Transaction Deposits (1) and Customer Repo Agreements $7,386 16.6% 64% 74% Loans to Deposits and Customer Repo Agreements Ratio = 80% at September 30, 2012 Focus on new client acquisition and growing lower cost relationship-based deposits – 16.6% average growth for transaction deposits and customer repo agreements (2) – 74% of total deposits and customer repo agreements are transaction-based deposits (3) $10.0 Billion Deposits and Customer Repo Agreements September 30, 2012 Non-Interest Bearing 17% Savings, NOW, MMDA 45% Customer Repos 11% Time Deposits 26%

% Ratings ($ in millions (1) ) Portfolio Investment % Agency MBS $1,160 48% AAA 100% Highly Rated $2.4 Billion Investment Portfolio September 30, 2012 CMO Agency 513 21% AAA 100% Agency Senior Notes 342 14% AAA 100% Municipals 183 7% AAA AA A 2% 90% 8% Short-Term 164 7% AAA 100% Trust Preferred (2) 29 1% A BBB BB B CCC C 3% 5% 25% 10% 7% 50% CMO Private Label 19 1% AAA AA A BBB BB CCC 19% 8% 14% 23% 15% 21% Corporate 17 1% AA A BBB 12% 61% 27% Bank Stocks 2 - Non-Rated Commercial MBS 1 - AAA 100% Total Investment Portfolio $2,430 100% Investment Portfolio 29 (1) Amounts reflect GAAP; (2) Original cost of $107 million, adjusted cost of $44 million, fair value of $29 million 2% AAA, 89.4% AA, 7.4% A, 1.2% BBB,BB,B CCC,CC,C Non Rated - 98% of total portfolio rated AA or better Relatively low duration of 2.8 Municipal bond portfolio – Highly rated with an average rating of AA and 100% of the portfolio rated A or better – General obligation bonds = 99.5% of portfolio – 77.9% from municipalities located throughout Pennsylvania

Well Capitalized 30 Consistent capital management strategy focused on the efficient use of capital Regulatory “Well-Capitalized” Dividend Payout Ratio 3Q12 YTD 2011 2010 FNB 62.3% 69.7% 74.0% Regional Peer Group Median 37.1% 31.1% 40.0% 12.0% 10.5% 8.1% 6.0% 12.2% 10.6% 8.2% 6.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% Total Risk-Based Tier One Leverage Tangible Common Equity June 30, 2012 September 30, 2012

31 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 also given to contiguous attractive markets 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 32

Acquisition-Related Expansion 33 FNB Banking Location (pro-forma, including 8 ANNB branches in Maryland) Erie Pre-2002 Presence Additional Acquisition-Related Expansion Pittsburgh MSA Acquisition Expansion Pending ANNB Acquisition Nine bank acquisitions completed since 2002, totaling $7.9 billion in assets Pending acquisition of ANNB announced on October 22, 2012

34 Investment Thesis

Long-Term Investment Thesis 35 FNB’s long-term investment thesis reflects a commitment to efficient capital management and creating value for our shareholders Long -Term Investment Thesis: Targeted EPS Growth 5-6% Expected Dividend Yield (Targeted Payout Ratio 60-70%) 4-6% Total Shareholder Return 9-12%

Relative Valuation Multiples 36 FNB Regional Peer Group Median National Peer Group Median (1) Price/Earnings Ratio (2) FY13 Consensus EPS (FNB=$0.88) 12.1x 12.8x 12.8x Price/Tangible Book Value (2) 2.2x 1.4x 1.4x Price/Book Value (2) 1.1x 1.1x 1.1x Dividend Yield (2) 4.5% 2.9% 2.3% 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 October 26, 2012 closing prices (FNB=$10.69)

FNB Among Top Performing Banks 37 Assets ($ billions) ROTCE (%) Efficiency Ratio (%) Net Charge Offs (%) Net Interest Margin Price/TBV (x) Price/ 2013E EPS (x) Dividend Yield (%) Total Return 3 Yr (%) Peer Median Results Regional Peer Group $9.5 11.45 58.0 0.57 3.73 1.36 12.8 2.89 27.86 Top 100 Banks/Thrifts Based on Asset Size $13.3 11.23 62.2 0.46 3.62 1.37 12.6 2.35 23.04 Top 100 Trading at > 2.0x Tangible Book $13.7 18.12 56.8 0.46 3.58 2.31 12.6 2.71 67.83 F.N.B. Corporation $12.0 18.51 58.3 0.34 3.75 2.20 12.1 4.49 81.28 Year-to-Date Performance Relative Valuation/Total Return Notes: Data per SNL Financial and FNB. Year-to-date performance represents the first nine months of 2012. Relative valuation metrics and total return as of October 26, 2012. FNB ROTCE represents operating ROTCE – refer to Supplemental Information.

Relative Valuation Analysis Where a bank trades relative to tangible book value is highly correlated with its projected return on tangible capital Source: SNL Financial as of 10/30/12; Note: Data set above includes FNB’s regional peer group; (1)R-squared represents the percentage of the variation in price to tangible book value (P/TBV) that can be explained by variation in 2013E projected return on average tangible equity (ROATE); (2)Based on consensus mean estimates for FY2013. 38 FNB currently trades at a discount to its peers based on its projected ROATE of 18.3% (2) 6% 8% 10% 12% 14% 16% 18% 20% 0.50x 0.75x 1.00x 1.25x 1.50x 1.75x 2.00x 2.25x 2.50x 2.75x Price/Tangible Book Value R-squared = 78% (1)

39 Supplemental Information

40 Supplemental Information Index Acquisition Announcement Presentation: Annapolis Bancorp, Inc., October 22, 2012 Loan Risk Profile (September 30, 2012) Regency Finance Company Profile Regional Peer Group Listing Board of Directors GAAP to Non-GAAP Reconciliation Third Quarter 2012 Earnings Release (October 22, 2012)

F.N.B. Corporation Announces Agreement to Acquire Annapolis Bancorp, Inc. October 22, 2012

Natural progression Consistent with stated expansion strategy Market opportunity Attractive demographics Significant commercial banking opportunities Excellent retail and wealth opportunities Access to greater Baltimore and Washington D.C. markets Execute FNB’s scalable, proven business model and strong sales management culture Establishes a 5 th FNB region (refer to page 5) Attractive partner ANNB is a relationship-focused bank with strong community ties and presence Opportunity Overview 42 Source: Deposit and demographic data per SNL Financial; deposits as of June 30, 2012 (1) Includes branch opened October, 2012 in Waugh Chapel County Branches Deposits in Market ($000) HH Income ($ - 2011) Anne Arundel, MD (1) 7 298,251 79,692 Queen Anne’s, MD 1 45,107 72,774 FNB Current Wtd Avg. by County 42,350 Attractive Market Entry Opportunity Markets conducive to FNB’s model Annapolis Bancorp (ANNB) (8 branches) (1) F.N.B. (FNB) (266 branches)

Market Opportunity 43 Leverage FNB’s core competencies and proven business model in a high growth market Execute FNB’s scalable, cross-functional sales management process Regional model with local decision making, market leaders, credit authority and functional support Competitive environment : Similar to FNB’s larger markets Future opportunity for expansion: 25 identified banks in close proximity (1) Attractive markets present commercial and retail opportunities Strong demographics present retail, wealth management, private banking and insurance opportunities Strong commercial opportunities with access to more than 35,000 companies within 50-mile radius (1) Source: SNL Financial; Includes banks with assets between $200 million and $5 billion with NPA’s/assets<4%; Excludes MHC’s, merger targets and banks with 5 or fewer branches (2) Source: Hoover’s; Includes companies within a 50-mile radius of ANNB headquarters with revenue >$5 million, between $1 and $5 million and total companies with revenue >$1 million Number of Commercial Companies Within 50-Mile Radius of ANNB (2) 9,693 25,379 35,072 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 >$5 million $1-$5 million Total Revenue

44 FNB’s Regional Model Northwest Region Pittsburgh Region Central Region Capital Region Newly Created Maryland Region The ANNB transaction will create a 5 th FNB region Benefits of a regional model Local established management team with strong ties to region Local decision making Leverage newly created regional hub to integrate future acquisitions Regional Model FNB Regions

(1) Based on FNB stock price as of Friday, October 19, 2012 (2) Subject to incremental cash pay-out for potential credit -related adjustment (3) Dependent upon credit related adjustment (4) Excluding one-time costs Transaction Overview 45 Consideration $12.09 (1) per Annapolis Bancorp share Fixed 1.143x exchange ratio 100% stock (2) Price/TBV of 1.56x Credit Related Adjustment Maximum additional cash consideration of up to $0.36 per share in cash based on Annapolis Bancorp’s ability to resolve an agreed upon credit matter Gross Credit Mark 5% - 6% of loans (3) Detailed Due Diligence Completed Required Approvals Customary regulatory and Annapolis Bancorp shareholders Expected Closing April 2013 TARP Repayment Annapolis Bancorp intends to redeem its $4 million of remaining TARP prior to closing, subject to Treasury approval Financial Impact Neutral to tangible book value per share Highly accretive on a marginal basis to earnings per share Slightly accretive to total FNB earnings per share in the first full year (4)

46 Source: SNL Financial and public filings as of June 30, 2012. Annapolis Bancorp, Inc. Financial Overview Consumer 3% C&D 13% CRE 41% C&I 16% Home Equity 12% 1-4 Family 16% 5.66% Yield: Savings 38% Time Deposits 21% NOW 10% Money Market 15% Noninterest Bearing 16% 0.47% Cost: $297 Million Loan Portfolio $343 Million of Deposits Annapolis Bancorp (8 branches)

Annapolis Bancorp, Inc. Financial Highlights 47 Source: SNL Financial and public filings. ($ in millions, except EPS) Year Ended December 31 Quarter Ended 2008 2009 2010 2011 03/31/12 06/30/12 Balance Sheet Total Assets $395 $444 $432 $442 $441 $437 Gross Loans 268 282 280 290 301 297 Total Deposits 301 350 341 350 347 343 Loans / Deposits 89% 80% 82% 83% 87% 87% Capital TARP $0 $8 $8 $8 $8 $4 Common Equity 27 25 27 29 30 31 TCE / TA 6.8% 5.5% 6.2% 6.6% 6.8% 7.0% Tier 1 Ratio 11.4 12.5 12.8 12.8 12.7 11.8 Total Capital Ratio 12.6 13.7 14.1 14.0 14.0 13.1 Leverage Ratio 8.4 8.6 9.1 9.4 9.6 8.8 Income Statement Net Income $1.4 ($1.7) $1.6 $2.2 $0.8 $0.9 ROAA 0.38% (0.38%) 0.37% 0.50% 0.75% 0.83% ROAE 5.4 (5.2) 4.7 6.1 8.7 10.4 Net Interest Margin 3.6 3.3 3.7 3.9 3.8 3.9 Efficiency Ratio 70 76 72 69 67 65 Fee Income / Revenue 12 12 11 10 10 10 EPS $0.35 ($0.56) $0.29 $0.39 $0.18 $0.21 Asset Quality Reserves / Loans 1.54% 2.81% 2.45% 2.47% 2.25% 2.32% NPAs / Assets 1.64 4.35 2.35 1.88 1.94 1.97 NCOs / Avg. Loans 0.21 1.00 1.16 0.64 0.79 (0.04)

48 Additional Supplemental Information

49 Loan Risk Profile $ in millions Balance 9/30/12 % of Loans NPL's/Loans (1) YTD Net Charge- Offs/Loans (1) Total Past Due/Loans (1) Commercial and Industrial $1,532,366 19.2% 0.45% 0.56% 0.65% CRE: Non-Owner Occupied 1,368,038 17.1% 1.33% 0.10% 1.63% CRE: Owner Occupied 1,228,991 15.4% 2.02% 0.29% 2.55% Home Equity and Other Consumer 1,806,577 22.6% 0.37% 0.25% 0.79% Residential Mortgage 1,073,596 13.5% 0.96% 0.02% 2.52% Indirect Consumer 569,514 7.1% 0.19% 0.36% 0.97% Regency Finance 163,954 2.1% 4.20% 3.50% 3.55% Commercial Leases 127,065 1.6% 0.90% 0.37% 1.74% Florida 71,887 0.9% 19.44% -0.32% 19.44% Other 37,462 0.5% 9.34% 2.66% 9.39% Total $7,979,450 100.0% 1.19% 0.39% 1.66% (1) Originated portfolio metric

Conservatively run consumer finance business with over 80 years of consumer lending experience Good credit quality: Year-to-date net charge-offs to average loans of 3.50% Strong returns: First nine months of 2012: ROA 3.19%, ROE 33.66%, ROTE 37.92% 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. 50 71 Locations Spanning Four States Regency Finance Company $164 Million Loan Portfolio 87% of Real Estate Loans are First Mortgages

Regional Peer Group Listing 51 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.

Board of Directors 52 Name Age Director Since Biography Stephen J. Gurgovits 69 1981 Chairman of the Board effective January 2012; former Chief Executive Officer of F.N.B. Corporation Vincent J. Delie, Jr. 48 2012 President and Chief Executive Officer effective January 2012 William B. Campbell 74 1975 Former Chairman of the Board; More than 30 years executive experience in the manufacturing, steel, commercial development and construction industries. James D. Chiafullo 54 2012 Partner, Cohen & Grigsby, PC Philip E. Gingerich 75 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 58 2005 President and Chief Executive Officer of Gateway Financial Group, Inc., a financial services firm located in Pittsburgh, Pennsylvania. D. Stephen Martz 70 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 60 2006 President of Pittsburgh Steelers Sports, Inc.; of counsel with Buchanan, Ingersoll & Rooney, P.C. John W. Rose 63 2003 Has served on the boards of 25 separate banks or bank holding companies; currently principal of CapGen Financial Advisors LLC. Stanton R. Sheetz 57 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.

GAAP to Non-GAAP Reconciliation 53 Return on Average Tangible Equity Return on Average Tangible Assets September 30, 2012 June 30, 2012 September 30, 2011 2012 2011 Net income $30,743 $29,130 $23,774 $81,455 $63,310 Return on average tangible equity Net income, annualized $122,304 $117,162 $94,319 $108,805 $84,646 Amortization of intangibles, net of tax, annualized 5,798 6,192 4,663 5,984 4,701 $128,102 $123,354 $98,982 $114,789 $89,347 Average shareholders' equity $1,385,282 $1,367,333 $1,210,953 $1,368,457 $1,169,258 Less: Average intangible assets 714,501 718,507 601,010 717,390 600,020 Average tangible equity $670,781 $648,826 $609,942 $651,066 $569,238 Return on average tangible equity 19.10% 19.01% 16.23% 17.63% 15.70% Return on average tangible assets Net income, annualized $122,304 $117,162 $94,319 $108,805 $84,646 Amortization of intangibles, net of tax, annualized 5,798 6,192 4,663 5,984 4,701 $128,102 $123,354 $98,982 $114,789 $89,347 Average total assets $11,842,204 $11,734,221 $9,971,847 $11,713,834 $9,845,310 Less: Average intangible assets 714,501 718,507 601,010 717,390 600,020 Average tangible assets 11,127,704 $ 11,015,714 $ 9,370,837 $ 10,996,443 $ 9,245,290 $ Return on average tangible assets 1.15% 1.12% 1.06% 1.04% 0.97% For the Quarter Ended September 30 Year-to-Date

GAAP to Non-GAAP Reconciliation 54 Year-to-Date and Full Year Operating Return on Average Tangible Equity Operating Return on Average Tangible Assets 2012 2011 2011 2010 Operating net income Net income $81,455 $63,310 $87,047 $74,652 Add: Merger and severance costs, net of tax 5,206 2,983 3,238 402 Less: Gain on sale of building, net of tax 942 Less: One-time pension credit 6,853 Operating net income $85,719 $66,294 $90,285 $68,201 Operating return on average tangible equity Operating net income (annualized) $114,500 $88,634 $90,285 $68,201 Amortization of intangibles, net of tax (annualized) 5,984 4,701 4,698 4,364 $120,484 $93,335 $94,983 $72,565 Average shareholders' equity $1,368,457 $1,169,258 $1,181,941 $1,057,732 Less: Average intangible assets 717,390 600,020 599,851 564,448 Average tangible equity $651,066 $569,238 $582,090 $493,284 Operating return on average tangible equity 18.51% 16.40% 16.32% 14.71% Operating return on average tangible assets Operating net income (annualized) $114,500 $88,634 $90,285 $68,201 Amortization of intangibles, net of tax (annualized) 5,984 4,701 4,698 4,364 $120,484 $93,335 $94,983 $72,565 Average total assets $11,713,834 $9,845,310 $9,871,164 $8,906,734 Less: Average intangible assets 717,390 600,020 599,851 564,448 Average tangible assets 10,996,443 $ 9,245,290 $ 9,271,313 $ 8,342,286 $ Operating return on average tangible assets 1.10% 1.01% 1.02% 0.87% September 30 Year-to-Date Year Ended

GAAP to Non-GAAP Reconciliation 55 (1) Represents gain on sale of building, net gain/(loss) on securities and OTTI (2) Represents merger and severance costs Pre-Provision Net Revenue 2012 2011 Pre-Provision Net Revenue (PPNR) Net interest income (FTE) $284,518 $242,353 Non-interest income 99,336 87,320 Non-interest expense 242,237 212,143 Pre-Provision Net Revenue (GAAP) $141,617 $117,529 Less: Non-operating non-interest income (1) 1,633 105 Add: Non-operating non-interest expense (2) 8,009 4,589 Operating Pre-Provision Net Revenue $147,993 $122,014 PPNR Earnings per Diluted Share $1.05 $0.96 September 30 Year-to-Date