8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2012

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

001-31940	25-1255406
(Commission File Number)	(IRS Employer Identification No.)
One F.N.B. Boulevard, Hermitage, PA	16148
(Address of Principal Executive Offices)	(Zip Code)

(724) 981-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On October 22, 2012, F.N.B. Corporation (“FNB”) and Annapolis Bancorp, Inc. (“Annapolis Bancorp”) announced that they entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the acquisition by FNB of all outstanding shares of common stock of Annapolis Bancorp in a stock-for-stock transaction. Under the terms of the Merger Agreement, Annapolis Bancorp will merge with and into FNB (the “Merger”), and existing Annapolis Bancorp shareholders will become entitled to receive 1.143 shares of FNB common stock for each share of Annapolis Bancorp stock. In addition, a cash credit-related adjustment provides that shareholders of Annapolis Bancorp may receive up to an additional $0.36 per share in cash for each share of Annapolis Bancorp common stock they own, dependent on Annapolis Bancorp’s ability to resolve an agreed-upon credit matter. The Merger is subject to customary closing conditions, including regulatory approvals and approval from Annapolis Bancorp shareholders.

Presentation materials concerning the Merger, which will be available on FNB’s website at www.fnbcorporation.com beginning on October 22, 2012, are attached hereto as Exhibit 99.2 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless specifically identified as being incorporated therein by reference.

Item 8.01 Other Events.

On October 22, 2012, FNB and Annapolis Bancorp issued a joint press release announcing the signing of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which contain FNB’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements.

In addition to factors previously disclosed in FNB’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Annapolis Bancorp shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties experienced by FNB in expanding into a new market area, including retention of customers and key personnel of Annapolis Bancorp and its subsidiary BankAnnapolis; difficulties and delays in integrating the FNB and Annapolis Bancorp businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of FNB

products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Important Additional Information About the Merger.

In connection with the Merger, FNB will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of Annapolis Bancorp and a Prospectus of FNB, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF ANNAPOLIS BANCORP ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER 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.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about FNB and Annapolis Bancorp, may be obtained at the SEC’s internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from FNB at www.fnbcorporation.com under the heading “Investor Relations”; or from Annapolis Bancorp at www.bankannapolis.com under the tab “Investors”, and then under the heading “Documents.” Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, (724) 983-3431, Attention: David B. Mogle, Corporate Secretary, or to Annapolis Bancorp, Inc., 1000 Bestgate Road, Suite 400, Annapolis, MD 21401, (410) 224-4455, Attention: Edward J. Schneider, Chief Financial Officer.

FNB and Annapolis Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Annapolis Bancorp in connection with the Merger. Information about the directors and executive officers of FNB is set forth in the proxy statement for FNB’s 2012 annual meeting of shareholders, as filed with the SEC on April 4, 2012. Information about the directors and executive officers of Annapolis Bancorp is set forth in the proxy statement for Annapolis Bancorp’s 2012 annual meeting of shareholders, as filed with the SEC on April 13, 2012. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the Merger when it becomes available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1     Joint press release of F.N.B. Corporation and Annapolis Bancorp, Inc., dated October 22, 2012

99.2     Presentation materials, dated October 22, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

F.N.B. CORPORATION
By:	/s/ James G. Orie
	James G. Orie,
	Chief Legal Officer

Date: October 22, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint press release of F.N.B. Corporation and Annapolis Bancorp, Inc., dated October 22, 2012
99.2	Presentation materials, dated October 22, 2012

EX-99.1

Exhibit 99.1

F.N.B. Corporation Expands Franchise

with Acquisition of Annapolis Bancorp, Inc.

Joint Press Release

HERMITAGE, PA and ANNAPOLIS, MD, October 22, 2012 — F.N.B. Corporation (NYSE: FNB) and Annapolis Bancorp, Inc. (NASDAQ: ANNB) jointly announce the signing of a definitive merger agreement pursuant to which F.N.B. Corporation will acquire Annapolis Bancorp, Inc., the Annapolis-based holding company and parent of BankAnnapolis, in an all stock transaction valued at approximately $12.09 per share, or $51 million in the aggregate, using the closing stock price as of Friday, October 19, 2012.

The acquisition of the Annapolis-based bank will provide F.N.B. Corporation with $437 million in total assets, including $343 million in total deposits, $297 million in loans and 8 banking offices in Anne Arundel and Queen Anne’s counties, Maryland. The transaction will create a four-state banking presence for F.N.B. Corporation, which will have $12.2 billion in assets.

Under the terms of the merger agreement, which has been approved by the boards of directors of both companies, shareholders of Annapolis Bancorp, Inc. will be entitled to receive 1.143 shares of F.N.B. Corporation common stock for each share of Annapolis Bancorp, Inc. stock. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Annapolis Bancorp, Inc. A cash credit-related adjustment provides that shareholders of Annapolis Bancorp, Inc. may receive up to an additional $0.36 per share in cash for each share of Annapolis Bancorp, Inc. stock they own, dependent on Annapolis Bancorp, Inc.’s ability to resolve an agreed-upon credit matter.

“This transaction is an attractive market entry opportunity and is consistent with our expansion strategy,” said Vincent J. Delie, Jr., President and Chief Executive Officer of F.N.B. Corporation. “The favorable demographics and long-term growth potential of Annapolis Bancorp’s core markets, as well as additional opportunities in the greater Baltimore and Washington D.C. areas, provide a compelling platform to leverage our successful business model.” Delie continues, “In addition, Annapolis Bancorp is a well-established, respected institution with very strong local relationships and an excellent customer service culture.”

“Comprehensive and competitive financial products, a proven commitment to local communities and an outstanding record of shareholder value creation are just a few reasons why F.N.B. is an ideal partner for our shareholders, customers, employees and the communities we serve. We are confident that they will all benefit immensely from this combination,” said Richard M. Lerner, Chairman and Chief Executive Officer of Annapolis Bancorp, Inc. and BankAnnapolis.

F.N.B. Corporation expects the merger to be highly accretive on a marginal basis to its earnings per share and slightly accretive to earnings per share in the first full year (excluding one-time costs). Additionally, the transaction is expected to be neutral to F.N.B. Corporation’s tangible book value per share.

F.N.B. Corporation and Annapolis Bancorp, Inc. expect to complete the transaction in April 2013, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Annapolis Bancorp, Inc. Subject to the receipt of requisite approvals, it is expected that Annapolis Bancorp, Inc. will redeem all of its preferred stock held by the U.S.

Treasury under the Capital Purchase Program prior to closing or it will be extinguished upon closing of the merger.

RBC Capital Markets, LLC acted as financial advisor to F.N.B. Corporation, and Sandler O’Neill + Partners L.P. acted as financial advisor to Annapolis Bancorp, Inc. and rendered a fairness opinion to the Board of Directors of Annapolis Bancorp, Inc. in conjunction with this transaction. Reed Smith LLP served as legal counsel to F.N.B. Corporation and Patton Boggs LLP served as legal counsel to Annapolis Bancorp, Inc.

An investor presentation will be available through the “Shareholder and Investor Relations” section of F.N.B.’s Web site at www.fnbcorporation.com.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

F.N.B. Corporation will file a registration statement on Form S-4 with the SEC. The registration statement will include a proxy statement/prospectus and other relevant documents relating to 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 and Annapolis Bancorp, Inc. have 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 J. Schneider, Chief Financial Officer, 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 Annapolis Bancorp, Inc. 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.

About F.N.B. Corporation

F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $11.8 billion. F.N.B. Corporation is a leading provider of commercial and retail banking, leasing, wealth management, insurance, merchant banking and consumer finance services in Pennsylvania, Ohio and West Virginia, where it owns and operates First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, Regency Finance Company and F.N.B. Commercial Leasing. It also operates consumer finance offices in Kentucky and Tennessee.

About Annapolis Bancorp, Inc.

Annapolis Bancorp, Inc. is the holding company for BankAnnapolis (the Bank), a federally insured, community-oriented bank, and the only independent commercial bank headquartered in Annapolis, Maryland. The Bank operates as a full-service commercial bank from its headquarters in Annapolis and its seven branches located in Anne Arundel County, Maryland, and one branch located on Kent Island in Queen Anne’s County, Maryland.

Forward-looking Statements

This joint press release of F.N.B. Corporation and Annapolis Bancorp, Inc. contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act, 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 and Annapolis Bancorp, Inc. Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. These forward-looking statements involve certain risks and uncertainties. In addition to factors previously disclosed in F.N.B. Corporation’s and Annapolis Bancorp, Inc.’s reports filed with the SEC and those identified elsewhere in this filing, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet other closing conditions to the Merger, including approval by Annapolis Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the Merger; difficulties experienced by F.N.B. Corporation in expanding into a new market area, including retention of customers and key personnel of Annapolis Bancorp, Inc. and its subsidiary BankAnnapolis; difficulties and delays in integrating the F.N.B. Corporation and Annapolis Bancorp, Inc. businesses or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. F.N.B. Corporation and Annapolis Bancorp, Inc. undertake no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

# # #

Analyst/Institutional Investor Contact:

F.N.B. Corporation

Cynthia Christopher 724-983-3429

724-815-3926 (cell)

christoc@fnb-corp.com

Media Contact:

F.N.B. Corporation

Jennifer Reel 724-983-4856

724-699-6389 (cell)

reel@fnb-corp.com

EX-99.2

F.N.B. Corporation

Announces Agreement to Acquire

Annapolis Bancorp, Inc.

October 22, 2012

Exhibit 99.2

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

2

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.

This presentation contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act, 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.  Forward-looking

statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “will”, “should”,

“project”, “goal”, and other similar words and expressions.  These forward-looking statements involve certain risks and uncertainties.  In addition to factors

previously disclosed in F.N.B. Corporation’s reports filed with the SEC and those identified elsewhere in this presentation, the following factors among others,

could cause actual results to differ materially from forward-looking statements or historical performance: ability to obtain regulatory approvals and meet

other closing conditions to the Merger, including approval by Annapolis Bancorp, Inc. shareholders, on the expected terms and schedule; delay in closing the

Merger; difficulties experienced by F.N.B. Corporation in expanding into a new market area, including retention of customers and key personnel of Annapolis

Bancorp, Inc. and its subsidiary BankAnnapolis; difficulties and delays in integrating the F.N.B. Corporation and Annapolis Bancorp, Inc. businesses or fully

realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue 

and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of F.N.B. Corporation’s products and services; customer

borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business 

initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated 

with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management

activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.  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.

ADDITIONAL

INFORMATION

ABOUT

THE

MERGER

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

3

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

42,332

Attractive Market Entry Opportunity

Markets conducive to FNB’s model

Annapolis Bancorp (ANNB) (8 branches)

(1)

F.N.B. (FNB) (266 branches)

Market Opportunity

4

9,693

25,379

35,072

10,000

15,000

20,000

25,000

30,000

35,000

40,000

>$5 million

$1

$5 million

Total

Revenue

0

5,000

-

Number

of

Commercial

Companies

Within

50-Mile

Radius

of

ANNB

(2)

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

5

FNB’s Regional Model

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

Northwest Region

Pittsburgh Region

Central Region

Capital Region

Newly Created

Maryland Region

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

6

Consideration

$12.09

(1)

per Annapolis Bancorp share

Fixed 1.143x exchange ratio

100% stock

(2)

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)

7

Appendix

8

Annapolis Bancorp (8 branches)

$297 Million Loan Portfolio

$343 Million of Deposits

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:

Annapolis Bancorp, Inc. Financial Highlights

9

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)