EX-99.1

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

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 July 24, 2012 and in its periodic filings with the Securities and Exchange Commission.

Key Facts

Attractive Footprint

–#3 Market Share in the Pittsburgh MSA

–Banking locations network spanning 45 counties

–Market Cap of $1.6 Billion

–Member S&P SmallCap 600 Index

Fourth Largest Pennsylvania-Based Bank

–Assets

$11.8 Billion

–Loans

$7.9 Billion

–Deposits

$9.8 Billion

–Banking Locations

266

–Consumer Finance Locations

–Headquarters

Hermitage, PA

Diverse Fee Income Sources with

Complementary Business Lines

–Business and Personal Banking

–Wealth Management

–Insurance

–Commercial Equipment Leasing

–Merchant Banking

•

First National Bank Location

Ohio

Pennsylvania

NYSE Listed

Diversified Financial Institution with a Network of Banking Locations

Spanning 45 Counties in Pennsylvania, Northeastern Ohio and West

Virginia

Core Competencies

Proven success and solid foundation for sustainable growth opportunities

(1) Organic,

linked-quarter

growth

for

the

Pennsylvania

commercial

portfolio;

(2)

June

30,

2012;

(3)

Represents

C&I

and

owner-occupied

CRE

Core

Competency

Proven

Sustainable

Commercial

Bank -

Strong

C&I Focus

2Q12 marks thirteen consecutive quarters of organic commercial

loan growth

(1)

C&I

loan

portfolio

comprises

34%

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

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

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:

Deep product set

Best-in-class,

enterprise-wide

sales management

Disciplined,

strategic, accretive

Targeted EPS

growth

Strong dividend

Market Position and Opportunity

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 51 consecutive

months and at or below the U.S. rate for 69 consecutive months.

(1)

Strong Pittsburgh MSA market position

#3 market share for the Pittsburgh MSA, the nation’s 22nd largest based on population and

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

attractively

positioned

benefit

from

positive

regional

economic

lift

associated

with

the Marcellus and Utica Shale.

(1) Pennsylvania’s July 2012 seasonally adjusted rate=7.9% compared to the U.S. rate of 8.3%.

Attractive Overall Market Position

Source: SNL Financial, deposit data as of June 30, 2011, pro-forma as of September 11, 2012, excludes custodian bank

FNB

holds

the

overall

retail

market

position

for

all

counties

operation

–

with

significant

opportunities present for continued market share gains

FNB Counties of Operation

Rank

Institution

Branch

Count

Total Market Deposits

($ 000)

Total Market Share

(%)

PNC Financial Services Group

341

48,750,897

30.7%

Royal Bank of Scotland Group, PLC

223

10,272,385

6.5%

F.N.B. Corporation

266

8,901,081

5.6%

M&T Bank Corp.

130

6,364,401

4.0%

Huntington Bancshares, Inc.

129

5,838,885

3.7%

Wells Fargo & Co.

4,830,011

3.0%

Banco Santander SA

4,770,823

3.0%

First Commonwealth Financial Corp.

101

4,010,036

2.5%

Dollar Bank Federal Savings Bank

3,415,130

2.1%

Susquehanna Bancshares

3,368,690

2.1%

Total (1-160)

2,813

159,009,116

100.00%

Source: SNL Financial and Company data.

Strong Pittsburgh Market Position

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

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

6/30/2012:

Market Rank #3

Loans: $2.6 bn

Employees (FTE): 621

2012

Promistar

Financial

(Market

Entry)

Deposits:

$0.6 bn

# 3 Deposit Market Share in a Top 25 U.S. MSA = Opportunity

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 September 11, 2012

(1) Excludes custodian bank

Population

Rank

MSA

(000's)

New York

(1)

18,897

JPM

BofA

Citi

Los Angeles

12,829

BofA

Wells Fargo

Mitsubishi UFJ

Chicago

9,461

JPM

BMO

BofA

Dallas

6,372

BofA

JPM

Wells Fargo

Philadelphia

5,965

Wells Fargo

PNC

Houston

5,947

JPM

Wells Fargo

BofA

Washington

5,582

Capital One

Wells Fargo

BofA

Miami

5,565

Wells Fargo

BofA

Citi

Atlanta

5,269

SunTrust

Wells Fargo

BofA

Boston

4,552

BofA

RBS

Banco Santander

San Francisco

4,335

BofA

Wells Fargo

Citi

Detroit

4,296

JPM

Comerica

BofA

Riverside

4,225

BofA

Wells Fargo

JPM

Phoenix

4,193

Wells Fargo

JPM

BofA

Seattle

3,440

BofA

Wells Fargo

U.S. Bancorp

Minneapolis

3,280

Wells Fargo

U.S. Bancorp

TCF

San Diego

3,095

Wells Fargo

BofA

Mitsubishi UFJ

St. Louis

(1)

2,813

U.S. Bancorp

BofA

Commerce

Tampa

2,783

BofA

Wells Fargo

SunTrust

Baltimore

2,710

BofA

M&T

PNC

Denver

2,543

Wells Fargo

FirstBank

JPM

Pittsburgh

(1)

2,356

PNC

RBS

Portland

2,226

BofA

U.S. Bancorp

Wells Fargo

Sacramento

2,149

Wells Fargo

BofA

U.S. Bancorp

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

Pittsburgh, PA

FNB Presence

Pittsburgh MSA Market

Deposits

(1)

$3.4 billion

% of

FNB

Total

Deposits

(1)

38%

Deposit

Market

(1)

(2)

4.2%

Deposit Market Rank

(1) (2)

Commercial

Middle

Market

(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

Firms

with

<500

Employees

(4)

45,000

Number

Firms

with

>500

Employees

(4)

1,800

4-Year

Job

Growth

(7/2008

–

7/2012)

(5)

1.40%

(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

–

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

–

Stable market that has outperformed

much of the nation during the recession

–

Four-year job growth (July 2008-July

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

Marcellus and Utica Shale Economic Effect

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

2Q12 Highlights

2Q12

operating

results

–

Positive

trends

profitability

metrics

Financial results driven by continued positive trends in key drivers

Net income of $29.1 million and diluted earnings per share of $0.21

Net interest margin of 3.80%

Strong

total

loan

growth

consecutive

quarter

organic

growth

for

total

loans

Strong

commercial

loan

growth

–

consecutive

quarter

organic

growth

for

commercial

portfolio

Strong transaction deposit and customer repurchase growth

Good asset quality results reflecting consistent stability in core portfolios

Solid non-interest income results

Lower operating expenses reflecting continuing expense control and success executing Parkvale Financial

acquisition and related cost savings realization

Branch optimization/efficiency enhancement plan

Continued positive progress executing e-delivery strategy

2Q12 Operating Highlights

2Q12

1Q12

2Q11

Consistent

Earnings

Growth

Operating net income

$29,336

$26,524

$22,467

Operating earnings per diluted share

$0.21

$0.19

$0.18

Solid

Performance

Operating ROTE

19.14%

17.78%

16.85%

Operating ROTA

1.13%

1.04%

1.02%

Net interest margin

3.80%

3.74%

3.78%

Efficiency ratio

57.74%

60.42%

62.31%

Strong Organic

Growth

(1)

Total

loan

growth

(2)

4.4%

2.6%

5.1%

Commercial

loan

growth

(2)

7.2%

5.9%

9.2%

Consumer loan growth

8.3%

1.3%

9.3%

Transaction

deposits

and

customer

repo

growth

(3)

14.3%

8.9%

10.8%

Operating net income, EPS, ROTE and ROTA excludes merger and severance costs, refer to Non-GAAP Reconciliation included in Appendix

(1)Average, annualized linked quarter organic growth results; (2)Excludes the Florida commercial portfolio; (3)Excludes time deposits

Net Interest Margin

Net Interest Margin Trend

3.80%

3.74%

3.79%

3.78%

3.81%

3.77%

3.78%

3.81%

3.00%

3.20%

3.40%

3.60%

3.80%

4.00%

2Q12

1Q12

4Q11

3Q11

2Q11

1Q11

4Q10

3Q10

2Q10

Parkvale

Acquisition

1/1/2012

Stable

net

interest

margin

reflects

effective

interest

rate

risk

management

Managing to a neutral interest rate risk position is a key operating strategy.

Consistent loan and transaction deposit growth contributes to stability in the net interest margin.

2Q12 margin includes the benefit of $2.5 million in net accretable yield on acquired loans.

Total variable and adjustable-rate loans total 59.2% of total loans at June 30, 2012, relatively stable following

the Parkvale acquisition, compared to 59.6% of total loans at December 31, 2011.

Low investment portfolio duration of 2.7 at June 30, 2012

Asset Quality Results

(1)

$ in thousands

2Q12

1Q12

2Q11

2Q12 Highlights

NPL’s+OREO/Total loans+OREO

1.93%

2.22%

2.57%

Overall asset quality results reflect the

continued solid performance of the

Pennsylvania and Regency portfolios

and significant reductions in the Florida

portfolio

Continued positive trends seen in

delinquency and non-performing loans

plus OREO levels

NCO’s remain at good levels

Florida exposure declined $49.9 million,

or 33%, primarily as a result of principal

payoffs on performing and non-

performing credits

Total delinquency

1.78%

2.03%

2.34%

Provision

for

loan

losses

(2)

$7,027

$6,572

$8,551

Net

charge-offs

(NCO’s)

(2)

$7,473

$5,141

$6,939

NCO’s/Total

average

loans

(2)

0.38%

0.27%

0.42%

NCO’s/Total average originated loans

0.45%

0.32%

0.45%

Allowance for loan losses/

Total loans

1.49%

1.55%

1.73%

Allowance for loan losses/

Total non-performing loans

104.89%

92.95%

85.84%

(1)

Metrics

shown

are

originated

portfolio

metrics

unless

noted

total

portfolio

metric.

“Originated

portfolio”

“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

NCO’s to Average Originated Loans

(1)

NPL’s+OREO to Originated Loans+OREO

(1)

0.44%

0.39%

0.36%

0.33%

0.23%

0.77%

0.62%

0.38%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

2010

2011

2Q12 YTD

FNB excluding Florida

Florida

Peer Group Median

2.74%

2.15%

1.93%

1.56%

1.29%

1.32%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

2010

2011

2Q12

FNB

FNB Excluding Florida Portfolio

Peer Group Median

(2)

Peer

data

per

SNL

Financial,

refer

Appendix

for

peer

listing;

(1)

Based

balances

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) Slight increase in NPL+OREO to Originated Loans+OREO for the excluding Florida metric

reflects the addition of $6.1 million in OREO from the Parkvale acquisition completed January 1, 2012.

Diversified Loan Portfolio

Note: Balance, CAGR and % of Portfolio based on period-end balances

6/30/12

CAGR

% of Portfolio

($ in millions)

Balance

12/08-

6/12

12/31/08

6/30/12

C&I

$1,493

13.9%

16%

19%

CRE: Non-Owner Occupied

1,319

10.4%

16%

17%

CRE: Owner Occupied

1,214

5.7%

17%

15%

Commercial Leases

125

421.6%

Total Commercial

$4,151

10.6%

50%

53%

Consumer Home Equity

1,616

8.2%

21%

Residential Mortgage

1,110

20.6%

10%

14%

Indirect

563

2.9%

Other

173

3.0%

Regency

163

0.9%

Florida

-29.9%

Total Loan Portfolio

$7,861

9.0%

100%

Well diversified portfolio

Strong growth results driven by commercial loan growth

$7.9 Billion Loan Portfolio

June 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

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 June 30, 2012

6/30/12

CAGR

Mix %

($ in millions)

Balance

12/08-

6/12

12/31/08

6/30/12

Savings, NOW, MMDA

$4,485

14.2%

44%

46%

Time Deposits

2,685

4.3%

36%

28%

Non-Interest Bearing

1,614

17.5%

14%

17%

Customer Repos

970

27.4%

10%

Total Deposits and

Customer Repo Agreements

$9,754

12.4%

100%

Transaction

Deposits

(1)

and

Customer Repo Agreements

$7,069

16.4%

64%

72%

Loans to Deposits and Customer Repo Agreements Ratio =

81% at June 30, 2012

Focus on new client acquisition and growing lower cost relationship-based deposits

–

16.4%

average

growth

for

transaction

deposits

and

customer

repo

agreements

(2)

–

Improved funding mix

$9.8 Billion Deposits and

Customer Repo Agreements

June 30, 2012

Non-Interest

Bearing 17%

Savings, NOW,

MMDA 46%

Customer

Repos 10%

Time Deposits

28%

Ratings

($ in millions

(1)

)

Portfolio

Investment %

Agency MBS

$1,245

54%

AAA

100%

Highly Rated $2.3 Billion Investment Portfolio

June 30, 2012

CMO Agency

420

18%

AAA

100%

Agency Senior Notes

359

16%

AAA

100%

Municipals

183

AAA

90%

Short-Term

AAA

100%

Trust Preferred

(2)

BBB

CCC

30%

49%

CMO Private Label

AAA

BBB

CCC 23%

19%

23%

14%

Corporate

BBB

12%

61%

27%

Bank Stocks

Non-Rated

Total Investment Portfolio

$2,301

100%

Investment Portfolio

(1) Amounts reflect GAAP; (2) Original cost of $108 million, adjusted cost of $45 million, fair value of $29 million

–

Highly rated with an average rating of AA and

99.4% of the portfolio rated A or better

–

General obligation bonds = 99.5% of portfolio

–

77.7%

from

municipalities

located

throughout

Pennsylvania

98% of total portfolio rated AA or better

Relatively low duration of 2.7

Municipal bond portfolio

E-Delivery Strategy Update

Using leading edge technology to enhance client value, leading to further client

acquisition, supporting client retention and generating related revenue opportunities

Delivery

Method

Status

Description

Online

Bill Pay

Completed :

October 2011

Online bill pay, person-to-person payments, eBills, and the ability to transfer

funds between financial institutions.

Mobile

Banking

Completed :

June 2012

Mobile banking services via text banking, mobile browser, and downloadable

app for smart phones.

17% of online banking customers enrolled since introduction in early June,

2012.

Phase 2:

Online

Banking/

Mobile

Banking

Scheduled:

4Q12

Online Phase 2: Personalized marketing campaigns and Money Management

tool. 90% of the most commonly used features will be available on the home

page.

Mobile

Phase

Remote

Deposit

Capture

and

mobile

banking

alerts

among

advanced features.

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

FNB Among Top Performing Banks

Assets ($

billions)

ROTCE (%)

Efficiency

Ratio (%)

Net Charge

Offs (%)

Net

Interest

Margin

Price/TBV (x)

Price/ 2013E

EPS (x)

Dividend

Yield (%)

Total Return

3 Yr (%)

Total Return

1 Yr (%)

Peer Median Results

Regional Peer Group

$9.5

11.68

58.0

0.54

3.77

1.50

13.3

2.71

41.12

33.91

Top 100 Banks/Thrifts Based on Asset Size

$13.3

10.97

61.5

0.51

3.61

1.43

12.8

2.27

30.99

36.65

Top 100 Trading at > 2.0x Tangible Book

$13.2

17.18

53.8

0.26

3.61

2.21

13.3

2.46

35.10

31.57

F.N.B. Corporation

$11.8

18.47

59.1

0.33

3.77

2.40

12.8

4.25

89.43

42.28

Relative Valuation/Total Return

Year-to-Date Performance

Notes: Data per SNL Financial and FNB. Year-to-date performance represents the first six months of 2012. Relative valuation metrics and total return as of

September 10, 2012. FNB ROTCE represents operating ROTCE (adjusted for merger and severance costs).

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 3.57%

Strong returns: First six months of 2012: ROA 3.11%, ROE 32.82%,

ROTE 36.99%

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.

69 Locations

Spanning Four

States

Regency Finance Company

$163 Million Loan Portfolio

87% of Real Estate Loans are First Mortgages

Direct

Real Estate

Sales Finance

(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.

Board of Directors

Name

Age

Director

Since

Biography

Stephen J. Gurgovits

1981

Chairman of the Board effective January 2012; former Chief Executive Officer of F.N.B. Corporation

Vincent J. Delie, Jr.

2012

President and Chief Executive Officer effective January 2012

William B. Campbell

1975

Former Chairman of the Board; More than 30 years executive experience in the manufacturing,

steel, commercial development and construction industries.

Philip E. Gingerich

2008

Director of Omega Financial Corporation from 1994 to 2008; retired real estate appraiser, broker

and consultant.

Robert R. Goldstein

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

2006

Vice Chairman, president and chief executive officer of RTI International Metals, Inc. based in

Pittsburgh, Pennsylvania.

David J. Malone

2005

President and Chief Executive Officer of Gateway Financial Group, Inc., a financial services firm

located in Pittsburgh, Pennsylvania.

D. Stephen Martz

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

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

2002

Investment manager with extensive prior experience in the financial services industry.

Arthur J. Rooney, II

2006

President of Pittsburgh Steelers Sports, Inc.; of counsel with Buchanan, Ingersoll & Rooney, P.C.

John W. Rose

2003

Has served on the boards of 25 separate banks or bank holding companies; currently principal of

CapGen Financial Advisors LLC.

Stanton R. Sheetz

2008

Co-owner and Chief Executive Officer of Sheetz, Inc.; director of Omega Financial Corporation from

1994 to 2008.

William J. Strimbu

1995

President of Nick Strimbu, Inc. since 1994, a trucking company with common carrier authority.

Earl K. Wahl

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

June 30, 2012

March 31, 2012

June 30, 2011

2012

2011

Operating net income

Net income

$29,130

$21,582

$22,362

$50,712

$39,537

Merger and severance costs, net of tax

206

4,943

105

5,149

2,800

Operating net income

$29,336

$26,524

$22,467

$55,861

$42,337

Operating diluted earnings per share

Diluted earnings per share

$0.21

$0.15

$0.18

$0.36

$0.32

Effect of merger and severance costs, net of tax

0.00

0.04

0.00

0.04

0.02

Operating diluted earnings per share

$0.21

$0.19

$0.18

$0.40

$0.34

Operating return on average tangible equity

Operating net income (annualized)

$117,991

$106,681

$90,115

$112,336

$85,375

Amortization of intangibles, net of tax (annualized)

6,192

5,964

4,707

6,078

4,720

$124,182

$112,645

$94,822

$118,414

$90,096

Average shareholders' equity

$1,367,333

$1,352,569

$1,166,305

$1,359,951

$1,148,065

Less: Average intangible assets

718,507

719,195

603,552

718,851

599,516

Average tangible equity

$648,826

$633,375

$562,753

$641,100

$548,549

Operating return on average tangible equity

19.14%

17.78%

16.85%

18.47%

16.42%

Operating return on average tangible assets

Operating net income (annualized)

$117,991

$106,681

$90,115

$112,336

$85,375

Amortization of intangibles, net of tax (annualized)

6,192

5,964

4,707

6,078

4,720

$124,182

$112,645

$94,822

$118,414

$90,096

Average total assets

$11,734,221

$11,563,665

$9,866,025

$11,648,943

$9,780,993

Less: Average intangible assets

718,507

719,195

603,552

718,851

599,516

Average tangible assets

11,015,714

10,844,470

9,262,473

10,930,092

9,181,476

Operating return on average tangible assets

1.13%

1.04%

1.02%

1.08%

0.98%

June 30 Year-to-Date

For the Quarter Ended

GAAP to Non-GAAP Reconciliation

2011

2010

Operating net income

Net income

$87,047

$74,652

Merger and severance costs, net of tax

3,238

402

One-time pension credit

(6,853)

Operating net income

$90,285

$68,201

Operating return on average tangible equity

Operating net income

$90,285

$68,201

Amortization of intangibles, net of tax

4,698

4,364

$94,983

$72,565

Average shareholders' equity

$1,181,941

$1,057,732

Less: Average intangible assets

599,851

564,448

Average tangible equity

$582,090

$493,284

Operating return on average tangible equity

16.32%

14.71%

Operating return on average tangible assets

Operating net income (annualized)

$90,285

$68,201

Amortization of intangibles, net of tax (annualized)

4,698

4,364

$94,983

$72,565

Average total assets

$9,871,164

$8,906,734

Less: Average intangible assets

599,851

564,448

Average tangible assets

9,271,313

8,342,286

Operating return on average tangible assets

1.02%

0.87%