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)

(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 (see General Instructions A.2. below):

¨ 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))

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 22, 2012, F.N.B. Corporation (the Corporation) announced financial results for the quarter ended September 30, 2012. A copy of the press release announcing the Corporation’s results for the quarter ended September 30, 2012 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE

On October 23, 2012, the Corporation will host a conference call to discuss the Corporation’s financial results. A copy of reference materials to be used during this call is furnished with this Form 8-K as Exhibit 99.2. This Form 8-K and Exhibit 99.2 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or 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 ITEMS

The information regarding the Corporation’s financial results set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:
99.1	Press release dated October 22, 2012 announcing the financial results of F.N.B. Corporation for the quarter ended September 30, 2012.
99.2	Reference materials for the October 23, 2012 earnings release conference call.

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
(Registrant)
By:	/s/ Vincent J. Calabrese, Jr.
Name:	Vincent J. Calabrese, Jr.
Title:	Chief Financial Officer
	(Principal Financial Officer)

Dated: October 23, 2012

EX-99.1

Exhibit 99.1

F.N.B. Corporation Reports Third Quarter 2012 Results

Hermitage, PA – October 22, 2012 – F.N.B. Corporation (NYSE: FNB) today reported third quarter 2012 financial results. Net income for the third quarter of 2012 was $30.7 million, or $0.22 per diluted share, compared with second quarter of 2012 net income of $29.1 million, or $0.21 per diluted share. Net income for the third quarter of 2011 was $23.8 million, or $0.19 per diluted share.

Vincent J. Delie, President and Chief Executive Officer, commented, “The third quarter was another very positive quarter highlighted by our ability to deliver consistent, strong operating results. Our sustained momentum is apparent in the third quarter results, with top line revenue growth, loan and deposit growth, good credit quality and continued expense control.”

Mr. Delie continued, “We are also extremely pleased to have announced the agreement to acquire Annapolis Bancorp, Inc. This acquisition provides FNB the opportunity to partner with a well-respected banking institution and expand our franchise to a market with attractive demographics and long-term growth potential. We expect to leverage our successful regional banking model to produce positive results in this expanded footprint.”

Third Quarter 2012 Highlights

• Third quarter net income was $0.22 per diluted share

• The net interest margin was 3.70%

• Revenue growth was 4.8% annualized

• Average Pennsylvania commercial portfolio loans grew $91.5 million or 8.9% annualized. This represents the fourteenth consecutive linked quarter of organic growth for this portfolio.

• Average consumer loans grew $72.2 million or 12.0% annualized

• Average transaction deposits and customer repurchase agreements grew $153.8 million or 8.7% annualized

• The efficiency ratio was 56.8%

• Net charge-offs totaled $7.4 million or 0.42% annualized of average originated loans

• Non-performing loans and other real estate owned (OREO) declined $13.3 million, or 10.1%, and as a percentage of total originated loans and OREO was 1.69%

F.N.B. Corporation’s performance ratios for the third quarter of 2012 were as follows: return on average tangible equity (non-GAAP measure) was 19.10%; return on average equity was 8.83%; return on average tangible assets (non-GAAP measure) was 1.15% and return on average assets was 1.03%. Reconciliations of non-GAAP measures used in this press release to their most directly comparable GAAP measures are included in the tables that accompany this press release.

Third Quarter 2012 Results

(All comparisons refer to the second quarter of 2012, except as noted)

Net Interest Income

Net interest income on a fully taxable equivalent basis totaled $95.4 million in the third quarter of 2012 compared to $96.3 million in the prior quarter. Both quarters included a benefit from accretable yield resulting from better than expected cash flows on acquired loans totaling $1.4 million in the third quarter of 2012 and $2.5 million in the second quarter of 2012. When excluding the net accretable yield, net interest income increased slightly. The third quarter net interest margin of 3.70% narrowed 10 basis points from 3.80%, with five basis points of the narrowing attributed to the lower accretable yield benefit in the third quarter.

Average loans totaled $7.9 billion and grew $96.3 million or 4.9% annualized. Average loan growth, excluding reductions in the Florida portfolio, was $134.8 million or 6.9% annualized with strong growth in both the Pennsylvania commercial and consumer portfolios. Growth in the Pennsylvania commercial portfolio continued, with average balances increasing $91.5 million, or 8.9% annualized, reflecting our consistent ability to build market share as commercial line utilization rates remained consistent with the prior quarter. This represents the fourteenth consecutive quarter of organic growth for this portfolio with an average quarterly organic growth rate of 6.7% over this period. Average consumer loan growth (consisting of direct, consumer lines of credit and indirect loans) was also strong with these balances increasing $72.2 million or 12.0% annualized. Positive consumer loan results were driven by growth of $62.7 million or 13.7% annualized in home equity-related loans (direct loans and consumer lines of credit) through a targeted sales focus across our branch network to capitalize on consumer preferences for these products. Average loans for the Florida portfolio declined $38.4 million, or 33.1%, as we continue to execute our exit strategy for this portfolio.

“Growing total loans organically for thirteen consecutive quarters is an outstanding accomplishment given the current economic environment,” remarked Mr. Delie. “We continue to see many benefits from the effective execution of our disciplined, enterprise-wide sales management process. Furthermore, our focused efforts to balance this growth while maintaining a lower risk profile and consistent high quality underwriting standards is demonstrated in our stable credit quality results.”

Total average deposits and customer repurchase agreements totaled $9.8 billion and grew $83.3 million, or 3.4% annualized. Growth in lower cost transaction deposit accounts and customer repurchase agreements remained strong, increasing $153.8 million, or 8.7% annualized, through a combination of new account acquisition, customers maintaining higher average balances and transfers from time deposits. Growth in transaction accounts and customer repurchase agreements was partially offset by a continued planned decline in time deposits due to the lower offered rate environment. As of September 30, 2012, FNB’s total customer-based funding remained constant at 98% of total deposits and borrowings. Loans as a percentage of total deposits and customer repurchase agreements were 80%, compared to 81% at June 30, 2012. Additionally, transaction-based deposits and customer repurchase agreements represent 74% of total deposits and customer repurchase agreements at September 30, 2012.

Non-Interest Income

Non-interest income totaled $34.8 million in the third quarter of 2012, increasing $2.0 million or 6.2%. Excluding a $1.4 million gain on the sale of a building in the third quarter and the net gain or loss on the sale of securities and net impairment losses on securities, non-interest income increased $1.0 million or 3.2%. Increases were seen in several fee income categories including insurance commissions and fees, securities commissions and fees and gain on the sale of loans.

Non-Interest Expense

Non-interest expense totaled $77.1 million in the third quarter of 2012, declining $1.4 million, or 1.8%. Primary contributors to the decline include lower other real estate owned expense and other non-interest expense. Continued expense control efforts are reflected in the efficiency ratio of 56.8%.

Credit Quality

Credit quality results for the third quarter of 2012 reflect consistent, solid performance. The provision for loan losses equaled $8.4 million for the third quarter of 2012 compared to $7.0 million in the prior quarter, with the increase primarily reflecting provision for loan losses of $2.2 million for the acquired portfolio following a re-estimation of cash flows and some downward migrations in certain homogeneous small business loan pools. As it relates to the acquired portfolio, larger, specifically marked credits have performed better than expected. These upward migrations will be reflected as positive yield adjustments over the remaining life of the respective loans.

Charge-off performance continued to be good with net charge-offs for the third quarter totaling $7.4 million or 0.37% annualized. Additionally, year-to-date net charge-offs of 0.34% annualized compare favorably to the prior year-to-date period of 0.46% annualized. When measured against the originated portfolio, year-to-date originated net charge-offs improved 10 basis points to 0.39% of average originated loans compared to the prior year-to-date period. Non-performing loans and OREO declined $13.3 million, or 10.1%, primarily as a result of the successful resolution of a Florida-related non-performing credit. The ratio of non-performing loans and OREO to total loans and OREO improved 19 basis points over the prior quarter to 1.48% at September 30, 2012. For the originated portfolio, the ratio of non-performing loans and OREO to total loans and OREO improved 24 basis points to 1.69% at September 30, 2012. Total delinquency (total past due and non-accrual loans) to total originated loans improved 12 basis points to 1.66%. The ratio of the allowance for loan losses to total originated loans was 1.43%, compared to 1.49% at June 30, 2012.

Capital Position

The Corporation’s capital levels at September 30, 2012 continue to exceed federal bank regulatory agency “well capitalized” thresholds. Regulatory capital ratios at September 30, 2012 (estimated) increased from June 30, 2012 ratios. At September 30, 2012, the estimated total risk-based capital ratio was 12.3%, compared to 12.0%, the estimated tier 1 risk-based capital ratio was 10.7% compared to 10.5%, and the leverage ratio was 8.24% compared to 8.07%.

At September 30, 2012, the tangible equity to tangible assets ratio (non-GAAP measure) increased to 6.01% from 5.95% and the tangible book value per share (non-GAAP measure) increased to $4.85 from $4.70.

The dividend payout ratio for the third quarter of 2012 was 55%.

Year-to-Date Results

(All comparisons refer to the prior year-to-date period, except as noted)

Year-to-date results for the nine months ended September 30, 2012 include the impact from the Parkvale acquisition completed on January 1, 2012.

For the nine months ended September 30, 2012, F.N.B. Corporation’s net income totaled $81.5 million, or $0.58 per diluted share, improved from $63.3 million, or $0.51 per diluted share. Return on average tangible equity (non-GAAP measure) equaled 17.63% compared to 15.70%, return on average equity was 7.95% compared to 7.24%, return on average tangible assets (non-GAAP measure) was 1.04% compared to 0.97%, and return on average assets was 0.93% compared to 0.86%.

Net interest income on a fully taxable equivalent basis totaled $284.5 million for the first nine months of 2012, an increase of $42.2 million or 17.4%, reflecting 18.6% growth in average earning assets and the benefit of $3.3 million in accretable yield, partially offset by a 4 basis point narrowing of the net interest margin. The growth in earning assets reflects a combination of organic growth and the Parkvale acquisition. For the first nine months of 2012, average total loans grew 18.2%, with organic total loan growth of 4.4% reflecting strong organic growth of 7.7% in the Pennsylvania commercial portfolio, as well as organic consumer loan growth of 6.8%. Average deposits and customer repurchase agreements grew 21.5%, with organic growth of 2.2% for the first nine months of 2012. Transaction deposits and customer repurchase agreements grew 22.7%, with organic growth of 7.9% representing successful new customer acquisition and higher average balances.

Non-interest income totaled $99.3 million for the first nine months of 2012, increasing $12.0 million, or 13.8%, reflecting the benefit of the Parkvale acquisition and organic revenue growth. Service charges increased $6.4 million, or 13.8%, reflecting higher volume, organic growth and the expanded customer base due to the Parkvale acquisition. Insurance commissions and fees increased $0.8 million, or 6.9%. Included in other non-interest income is a $1.4 million gain on the sale of a building.

Non-interest expense totaled $242.2 million for the first nine months of 2012, an increase of $30.1 million, or 14.2%, principally due to adding Parkvale-related operating costs and a net increase of $3.4 million in merger and severance costs. F.N.B. Corporation’s 2012 year-to-date efficiency ratio improved to 58.3% compared to 59.9%.

Credit quality results continued to trend positively during the first nine months of 2012 and compare favorably to prior year-to-date results, reflecting continued solid performance for the Pennsylvania and Regency portfolios and improvement in the Florida portfolio. Provision was $22.0 million for the first nine months of 2012, improving $3.3 million primarily due to lower provision in the Florida portfolio. Net charge-off results for the first nine months of 2012 improved 12 basis points to 0.34% annualized of total average loans. The ratio of the allowance for loan losses to total originated loans equaled 1.43% at September 30, 2012, compared to 1.69% at September 30, 2011. Total Florida loans and OREO decreased $105 million, or 54% on a year-over-year basis and the loan portion of the Florida portfolio represents less than 1% of total loans at September 30, 2012.

Subsequent Event

On October 22, 2012, FNB Corporation filed a Joint Motion for Stay Pending Settlement Approval in Ord v. F.N.B. Corporation, et al., No. 2:12 cv.-00766 (W.D. Pa.) and Clarey v. First

National Bank of Pennsylvania, No. 2:12-cv-001305 (W.D. Pa.) requesting the court to stay all pre-trial proceedings due to the parties having reached an agreement in principle to completely settle all claims with FNB creating a settlement fund of $3.0 million for distribution to class members after court approved deductions, including attorneys fees and costs. The agreement is subject to regulatory processes and court approval.

Conference Call

F.N.B. Corporation will host its quarterly conference call to discuss third quarter 2012 financial results on Tuesday, October 23, 2012 at 10:00 a.m. Eastern Time. Participating callers may access the call by dialing (888) 427-9411 or (719) 457-2689 for international callers; the confirmation number is 3528147. The Webcast and presentation materials may be accessed through the “Shareholder and Investor Relations” section of the Corporation’s Web site at www.fnbcorporation.com.

A replay of the call will be available from 1:00 p.m. Eastern Time the day of the call until midnight Eastern Time on Tuesday, October 30, 2012. The replay is accessible by dialing (877) 870-5176 or (858) 384-5517 for international callers; the confirmation number is 3528147. The call transcript and Webcast will be available on the “Shareholder and Investor Relations” section of F.N.B. Corporation’s Web site at www.fnbcorporation.com.

About F.N.B. Corporation

F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $12.0 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.

Cautionary Statement Regarding Forward-looking Information

We make statements in this press release and related conference call, and may from time to time make other statements, regarding our outlook for earnings, revenues, expenses, capital levels, liquidity levels, asset levels, asset quality and other matters regarding or affecting F.N.B. Corporation and its future business and operations that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are typically identified by words such as “believe,” “plan,” “expect,” “anticipate,” “see,” “look,” “intend,” “outlook,” “project,” “forecast,” “estimate,” “goal,” “will,” “should” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.

Forward-looking statements speak only as of the date made. We do not assume any duty and do not undertake to update forward-looking statements. Actual results or future events could differ, possibly materially, from those anticipated in forward-looking statements, as well as from historical performance.

Our forward-looking statements are subject to the following principal risks and uncertainties:

• Our businesses, financial results and balance sheet values are affected by business and economic conditions, including the following:

• Changes in interest rates and valuations in debt, equity and other financial markets.

• Disruptions in the liquidity and other functioning of U.S. and global financial markets.

• Actions by the Federal Reserve, U.S. Treasury and other government agencies, including those that impact money supply and market interest rates.

• Changes in customers’, suppliers’ and other counterparties’ performance and creditworthiness which adversely affect loan utilization rates, delinquencies, defaults and counterparty ability to meet credit and other obligations.

• Slowing or failure of the current moderate economic recovery and persistence or worsening levels of unemployment.

• Changes in customer preferences and behavior, whether due to changing business and economic conditions, legislative and regulatory initiatives, or other factors.

• Legal and regulatory developments could affect our ability to operate our businesses, financial condition, results of operations, competitive position, reputation, or pursuit of attractive acquisition opportunities. Reputational impacts could affect matters such as business generation and retention, liquidity, funding, and ability to attract and retain management. These developments could include:

• Changes resulting from legislative and regulatory reforms, including broad-based restructuring of financial industry regulation; changes to laws and regulations involving tax, pension, bankruptcy, consumer protection, and other industry aspects; and changes in accounting policies and principles. We will continue to be impacted by extensive reforms provided for in the Dodd-Frank Wall Street Reform and Consumer Protection Act and otherwise growing out of the recent financial crisis, the precise nature, extent and timing of which, and their impact on us, remains uncertain.

• Changes to regulations governing bank capital and liquidity standards, including due to the Dodd-Frank Act and to Basel III initiatives.

• Impact on business and operating results of any costs associated with obtaining rights in intellectual property, the adequacy of our intellectual property protection in general and rapid technological developments and changes. Our ability to anticipate and respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.

• Business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through effective use of third-party insurance, derivatives, swaps, and capital management techniques, and to meet evolving regulatory capital standards.

• Increased competition, whether due to consolidation among financial institutions; realignments or consolidation of branch offices, legal and regulatory developments, industry restructuring or other causes, can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues.

• As demonstrated by our Parkvale and Annapolis Bancorp, Inc. acquisitions, we grow our business in part by acquiring from time to time other financial services companies, financial services assets and related deposits. These acquisitions often present risks and uncertainties, including, the possibility that the transaction cannot be consummated; regulatory issues; cost, or difficulties, involved in integration and conversion of the acquired businesses after closing; inability to realize expected cost savings, efficiencies and strategic advantages; the extent of credit losses in acquired loan portfolios and extent of deposit attrition; and the potential dilutive effect to our current shareholders. In addition, with respect to the pending acquisition of Annapolis Bancorp, Inc., F.N.B. Corporation may experience difficulties in expanding into a new market area, including retention of customers and key personnel of Annapolis Bancorp, Inc. and its subsidiary BankAnnapolis.

• Competition can have an impact on customer acquisition, growth and retention and on credit spreads and product pricing, which can affect market share, deposits and revenues. Industry restructuring in the current environment could also impact our business and financial performance through changes in counterparty creditworthiness and performance and the competitive and regulatory landscape. Our ability to anticipate and respond to technological changes can also impact our ability to respond to customer needs and meet competitive demands.

• Business and operating results can also be affected by widespread disasters, dislocations, terrorist activities or international hostilities through their impacts on the economy and financial markets.

We provide greater detail regarding some of these factors in our 2011 Form 10-K and 2012 Form 10-Qs, including the Risk Factors section of those reports, and our subsequent SEC filings. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss elsewhere in this news release or in SEC filings, accessible on the SEC’s website at www.sec.gov and on our corporate website at www.fnbcorporation.com. We have included these web addresses as inactive textual references only. Information on these websites is not part of this document.

Additional Information About the Pending Merger with Annapolis Bancorp, Inc.

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 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 Schneider , Treasurer and Chief Financial Officer, Annapolis Bancorp, 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.

# # #

Analyst/Institutional Investor Contact:

Cynthia Christopher

724-983-3429

724-815-3926 (cell)

christoc@fnb-corp.com

Media Contact:

Jennifer Reel

724-983-4856

724-699-6389 (cell)

reel@fnb-corp.com

DATA SHEETS FOLLOW

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

										3Q12 - 2Q12 Percent Variance		3Q12 - 3Q11 Percent Variance
	2012						2011
Statement of earnings	Third Quarter			Second Quarter			Third Quarter
Interest income	$	107,756		$	109,285		$	98,702			-1.4		9.2
Interest expense		14,225			14,804			18,300			-3.9		-22.3
Net interest income		93,531			94,481			80,402			-1.0		16.3
Taxable equivalent adjustment		1,852			1,831			2,009			1.1		-7.8
Net interest income (FTE) (1)		95,383			96,312			82,411			-1.0		15.7
Provision for loan losses		8,429			7,027			8,573			20.0		-1.7
Net interest income after provision (FTE)		86,954			89,285			73,838			-2.6		17.8
Impairment losses on securities		(440	)		0			(473	)		n/m		n/m
Non-credit related losses on securities not expected to be sold (recognized in other comprehensive income)		321			0			436			n/m		n/m
Net impairment losses on securities		(119	)		0			(37	)		n/m		n/m
Service charges		17,666			17,588			16,057			0.4		10.0
Insurance commissions and fees		4,578			3,882			4,002			17.9		14.4
Securities commissions and fees		2,102			2,030			1,858			3.5		13.1
Trust income		3,783			3,842			3,565			-1.6		6.1
Gain on sale of securities		(66	)		260			49			-125.4		-233.4
Gain on sale of loans		1,176			711			657			65.4		78.9
Other		5,693			4,465			3,479			27.5		63.7
Total non-interest income		34,813			32,778			29,630			6.2		17.5
Salaries and employee benefits		41,579			41,070			37,149			1.2		11.9
Occupancy and equipment		11,568			11,862			10,263			-2.5		12.7
Amortization of intangibles		2,242			2,369			1,808			-5.4		24.0
Other real estate owned		796			1,467			1,065			-45.8		-25.3
Other		20,897			21,714			18,932			-3.8		10.4
Total non-interest expense		77,082			78,482			69,217			-1.8		11.4
Income before income taxes		44,685			43,581			34,251			2.5		30.5
Taxable equivalent adjustment		1,852			1,831			2,009			1.1		-7.8
Income taxes		12,090			12,620			8,469			-4.2		42.7
Net income	$	30,743		$	29,130		$	23,773			5.5		29.3
Earnings per share:
Basic	$	0.22		$	0.21		$	0.19			4.8		15.8
Diluted	$	0.22		$	0.21		$	0.19			4.8		15.8
Performance ratios
Return on average equity		8.83	%		8.57	%		7.79	%
Return on average tangible equity (2) (4)		19.10	%		19.01	%		16.23	%
Return on average assets		1.03	%		1.00	%		0.95	%
Return on average tangible assets (3) (4)		1.15	%		1.12	%		1.06	%
Net interest margin (FTE) (1)		3.70	%		3.80	%		3.79	%
Yield on earning assets (FTE) (1)		4.25	%		4.39	%		4.62	%
Cost of funds		0.66	%		0.69	%		0.99	%
Efficiency ratio (FTE) (1) (5)		56.76	%		57.74	%		59.01	%
Effective tax rate		28.23	%		30.23	%		26.27	%
Common stock data
Average basic shares outstanding		139,228,812			139,093,641			126,473,473			0.1		10.1
Average diluted shares outstanding		140,764,052			140,534,032			127,364,526			0.2		10.5
Ending shares outstanding		139,792,727			139,709,302			127,127,599			0.1		10.0
Book value per share	$	9.98		$	9.82		$	9.55			1.6		4.5
Tangible book value per share (4)	$	4.85		$	4.70		$	4.83			3.1		0.3
Dividend payout ratio		55.07	%		58.07	%		64.62	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	For the Nine Months Ended September 30,						Percent Variance
Statement of earnings	2012			2011
Interest income	$	324,328		$	294,228			10.2
Interest expense		45,395			57,849			-21.5
Net interest income		278,933			236,379			18.0
Taxable equivalent adjustment		5,584			5,974			-6.5
Net interest income (FTE) (1)		284,517			242,353			17.4
Provision for loan losses		22,028			25,352			-13.1
Net interest income after provision (FTE)		262,489			217,001			21.0
Impairment losses on securities		(440	)		(473	)		n/m
Non-credit related losses on securities not expected to be sold (recognized in other comprehensive income)		321			436			n/m
Net impairment losses on securities		(119	)		(37	)		n/m
Service charges		52,419			46,058			13.8
Insurance commissions and fees		12,632			11,812			6.9
Securities commissions and fees		6,143			5,960			3.1
Trust income		11,359			11,222			1.2
Gain on sale of securities		302			141			113.8
Gain on sale of loans		2,696			1,800			49.8
Other		13,904			10,364			34.2
Total non-interest income		99,336			87,320			13.8
Salaries and employee benefits		127,255			112,059			13.6
Occupancy and equipment		35,222			30,633			15.0
Amortization of intangibles		6,892			5,409			27.4
Other real estate owned		3,899			4,986			-21.8
Other		68,969			59,056			16.8
Total non-interest expense		242,237			212,143			14.2
Income before income taxes		119,588			92,178			29.7
Taxable equivalent adjustment		5,584			5,974			-6.5
Income taxes		32,549			22,894			42.2
Net income	$	81,455		$	63,310			28.7
Earnings per share:
Basic	$	0.59		$	0.51			15.7
Diluted	$	0.58		$	0.51			13.7
Performance ratios
Return on average equity		7.95	%		7.24	%
Return on average tangible equity (2) (4)		17.63	%		15.70	%
Return on average assets		0.93	%		0.86	%
Return on average tangible assets (3) (4)		1.04	%		0.97	%
Net interest margin (FTE) (1)		3.75	%		3.79	%
Yield on earning assets (FTE) (1)		4.35	%		4.70	%
Cost of funds		0.70	%		1.05	%
Efficiency ratio (FTE) (1) (5)		58.28	%		59.86	%
Effective tax rate		28.55	%		26.56	%
Common stock data
Average basic shares outstanding		139,074,244			123,330,205			12.8
Average diluted shares outstanding		140,548,578			124,168,174			13.2
Ending shares outstanding		139,792,727			127,127,599			10.0
Book value per share	$	9.98		$	9.55			4.5
Tangible book value per share (4)	$	4.85		$	4.83			0.3
Dividend payout ratio		62.25	%		71.26	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

Balance Sheet (at period end)	2012						2011			3Q12 - 2Q12 Percent Variance		3Q12 - 3Q11 Percent Variance
	Third Quarter			Second Quarter			Third Quarter
Assets
Cash and due from banks	$	203,503		$	197,317		$	197,753			3.1		2.9
Interest bearing deposits with banks		164,091			25,441			34,982			545.0		369.1
Cash and cash equivalents		367,594			222,758			232,735			65.0		57.9
Securities available for sale		1,112,839			1,071,924			802,455			3.8		38.7
Securities held to maturity		1,151,743			1,203,240			984,201			-4.3		17.0
Residential mortgage loans held for sale		21,575			17,000			10,307			26.9		109.3
Loans, net of unearned income		7,979,450			7,860,856			6,788,540			1.5		17.5
Allowance for loan losses		(102,714	)		(101,647	)		(108,813	)		1.0		-5.6
Net loans		7,876,736			7,759,209			6,679,727			1.5		17.9
Premises and equipment, net		145,043			148,806			125,748			-2.5		15.3
Goodwill		677,168			673,094			567,511			0.6		19.3
Core deposit and other intangible assets, net		40,095			42,337			32,772			-5.3		22.3
Bank owned life insurance		239,615			237,871			207,600			0.7		15.4
Other assets		352,483			374,500			308,288			-5.9		14.3
Total Assets	$	11,984,891		$	11,750,739		$	9,951,344			2.0		20.4
Liabilities
Deposits:
Non-interest bearing demand	$	1,735,857		$	1,614,476		$	1,335,417			7.5		30.0
Savings and NOW		4,764,148			4,686,599			3,794,127			1.7		25.6
Certificates and other time deposits		2,625,818			2,685,225			2,238,746			-2.2		17.3
Total Deposits		9,125,823			8,986,300			7,368,289			1.6		23.9
Other liabilities		150,152			162,786			124,479			-7.8		20.6
Short-term borrowings		1,019,411			934,510			817,343			9.1		24.7
Long-term debt		90,501			90,654			222,788			-0.2		-59.4
Junior subordinated debt		204,006			203,993			203,954			0.0		0.0
Total Liabilities		10,589,893			10,378,243			8,736,853			2.0		21.2
Stockholders’ Equity
Common stock		1,397			1,396			1,268			0.1		10.2
Additional paid-in capital		1,374,241			1,367,855			1,222,123			0.5		12.4
Retained earnings		63,298			49,485			24,760			27.9		155.6
Accumulated other comprehensive income		(38,972	)		(41,361	)		(30,248	)		-5.8		28.8
Treasury stock		(4,966	)		(4,879	)		(3,412	)		1.8		45.5
Total Stockholders’ Equity		1,394,998			1,372,496			1,214,491			1.6		14.9
Total Liabilities and Stockholders’ Equity	$	11,984,891		$	11,750,739		$	9,951,344			2.0		20.4
Selected average balances
Total assets	$	11,842,204		$	11,734,221		$	9,971,847			0.9		18.8
Earning assets		10,267,435			10,164,175			8,655,608			1.0		18.6
Securities		2,252,760			2,255,255			1,804,937			-0.1		24.8
Interest bearing deposits with banks		86,501			77,073			100,944			12.2		-14.3
Loans, net of unearned income		7,928,174			7,831,847			6,749,727			1.2		17.5
Allowance for loan losses		103,757			103,618			111,647			0.1		-7.1
Goodwill and intangibles		714,501			718,507			601,010			-0.6		18.9
Deposits and customer repurchase agreements (6)		9,834,111			9,750,808			8,061,671			0.9		22.0
Short-term borrowings		159,843			166,502			157,188			-4.0		1.7
Long-term debt		90,869			90,510			221,206			0.4		-58.9
Trust preferred securities		203,999			203,986			203,947			0.0		0.0
Shareholders’ equity		1,385,282			1,367,333			1,210,953			1.3		14.4
Capital ratios
Equity / assets (period end)		11.64	%		11.68	%		12.20	%
Leverage ratio		8.24	%		8.07	%		9.01	%
Tangible equity / tangible assets (period end) (4)		6.01	%		5.95	%		6.57	%
Tangible equity, excluding AOCI / tangible assets (period end) (4) (7)		6.36	%		6.33	%		6.89	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Nine Months Ended September 30,						Percent Variance
Balance Sheet (at period end)	2012			2011
Assets
Cash and due from banks	$	203,503		$	197,753			2.9
Interest bearing deposits with banks		164,091			34,982			369.1
Cash and cash equivalents		367,594			232,735			57.9
Securities available for sale		1,112,839			802,455			38.7
Securities held to maturity		1,151,743			984,201			17.0
Residential mortgage loans held for sale		21,575			10,307			109.3
Loans, net of unearned income		7,979,450			6,788,540			17.5
Allowance for loan losses		(102,714	)		(108,813	)		-5.6
Net loans		7,876,736			6,679,727			17.9
Premises and equipment, net		145,043			125,748			15.3
Goodwill		677,168			567,511			19.3
Core deposit and other intangible assets, net		40,095			32,772			22.3
Bank owned life insurance		239,615			207,600			15.4
Other assets		352,483			308,288			14.3
Total Assets	$	11,984,891		$	9,951,344			20.4
Liabilities
Deposits:
Non-interest bearing demand	$	1,735,857		$	1,335,417			30.0
Savings and NOW		4,764,148			3,794,127			25.6
Certificates and other time deposits		2,625,818			2,238,746			17.3
Total Deposits		9,125,823			7,368,289			23.9
Other liabilities		150,152			124,479			20.6
Short-term borrowings		1,019,411			817,343			24.7
Long-term debt		90,501			222,788			-59.4
Junior subordinated debt		204,006			203,954			0.0
Total Liabilities		10,589,893			8,736,853			21.2
Stockholders’ Equity
Common stock		1,397			1,268			10.2
Additional paid-in capital		1,374,241			1,222,123			12.4
Retained earnings		63,298			24,760			155.6
Accumulated other comprehensive income		(38,972	)		(30,248	)		28.8
Treasury stock		(4,966	)		(3,412	)		45.5
Total Stockholders’ Equity		1,394,998			1,214,491			14.9
Total Liabilities and Stockholders’ Equity	$	11,984,891		$	9,951,344			20.4
Selected average balances
Total assets	$	11,713,834		$	9,845,310			19.0
Earning assets		10,134,633			8,541,706			18.6
Securities		2,201,128			1,767,928			24.5
Interest bearing deposits with banks		87,277			135,250			-35.5
Loans, net of unearned income		7,846,228			6,638,528			18.2
Allowance for loan losses		103,299			109,811			-5.9
Goodwill and intangibles		717,390			600,020			19.6
Deposits and customer repurchase agreements (6)		9,728,764			8,006,820			21.5
Short-term borrowings		159,774			148,390			7.7
Long-term debt		91,221			208,899			-56.3
Trust preferred securities		203,290			203,947			-0.3
Shareholders’ equity		1,368,457			1,169,257			17.0
Capital ratios
Equity / assets (period end)		11.64	%		12.20	%
Leverage ratio		8.24	%		9.01	%
Tangible equity / tangible assets (period end) (4)		6.01	%		6.57	%
Tangible equity, excluding AOCI / tangible assets (period end) (4) (7)		6.36	%		6.89	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

							3Q12 - 2Q12 Percent Variance		3Q12 - 3Q11 Percent Variance
	2012				2011
Balances at period end	Third Quarter		Second Quarter		Third Quarter
Loans:
Commercial real estate	$	2,597,029	$	2,532,116	$	2,383,625		2.6		9.0
Commercial real estate - FL		71,887		84,642		176,578		-15.1		-59.3
Commercial and industrial		1,532,366		1,493,378		1,259,603		2.6		21.7
Commercial leases		127,065		125,293		103,764		1.4		22.5
Commercial loans and leases		4,328,347		4,235,429		3,923,570		2.2		10.3
Direct installment		1,128,310		1,109,676		1,033,688		1.7		9.2
Residential mortgages		1,121,237		1,158,377		673,598		-3.2		66.5
Indirect installment		583,939		577,903		538,366		1.0		8.5
Consumer LOC		780,155		741,509		580,968		5.2		34.3
Other		37,462		37,962		38,350		-1.3		-2.3
Total loans	$	7,979,450	$	7,860,856	$	6,788,540		1.5		17.5
Deposits:
Non-interest bearing deposits	$	1,735,857	$	1,614,476	$	1,335,417		7.5		30.0
Savings and NOW		4,764,148		4,686,599		3,794,127		1.7		25.6
Certificates of deposit and other time deposits		2,625,818		2,685,225		2,238,745		-2.2		17.3
Total deposits		9,125,823		8,986,300		7,368,289		1.6		23.9
Customer repurchase agreements (6)		885,749		768,114		672,866		15.3		31.6
Total deposits and customer repurchase agreements (6)	$	10,011,572	$	9,754,414	$	8,041,155		2.6		24.5
Average balances
Loans:
Commercial real estate	$	2,555,135	$	2,508,579	$	2,424,794		1.9		5.4
Commercial real estate - FL		77,708		116,143		178,405		-33.1		-56.4
Commercial and industrial		1,512,872		1,472,261		1,185,536		2.8		27.6
Commercial leases		125,508		121,130		99,274		3.6		26.4
Commercial loans and leases		4,271,223		4,218,113		3,888,009		1.3		9.9
Direct installment		1,118,981		1,092,523		1,037,714		2.4		7.8
Residential mortgages		1,156,906		1,184,441		686,097		-2.3		68.6
Indirect installment		581,315		571,763		537,234		1.7		8.2
Consumer LOC		759,832		723,594		559,791		5.0		35.7
Other		39,917		41,413		40,882		-3.6		-2.4
Total loans	$	7,928,174	$	7,831,847	$	6,749,727		1.2		17.5
Deposits:
Non-interest bearing deposits	$	1,677,578	$	1,569,047	$	1,299,859		6.9		29.1
Savings and NOW		4,700,328		4,685,943		3,888,462		0.3		20.9
Certificates of deposit and other time deposits		2,652,713		2,723,223		2,256,182		-2.6		17.6
Total deposits		9,030,619		8,978,213		7,444,503		0.6		21.3
Customer repurchase agreements (6)		803,492		772,595		617,169		4.0		30.2
Total deposits and customer repurchase agreements (6)	$	9,834,111	$	9,750,808	$	8,061,672		0.9		22.0

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Nine Months Ended September 30,				Percent Variance
Balances at period end	2012		2011
Loans:
Commercial real estate	$	2,597,029	$	2,383,625		9.0
Commercial real estate - FL		71,887		176,578		-59.3
Commercial and industrial		1,532,366		1,259,603		21.7
Commercial leases		127,065		103,764		22.5
Commercial loans and leases		4,328,347		3,923,570		10.3
Direct installment		1,128,310		1,033,688		9.2
Residential mortgages		1,121,237		673,598		66.5
Indirect installment		583,939		538,366		8.5
Consumer LOC		780,155		580,968		34.3
Other		37,462		38,350		-2.3
Total loans	$	7,979,450	$	6,788,540		17.5
Deposits:
Non-interest bearing deposits	$	1,735,857	$	1,335,417		30.0
Savings and NOW		4,764,148		3,794,127		25.6
Certificates of deposit and other time deposits		2,625,818		2,238,745		17.3
Total deposits		9,125,823		7,368,288		23.9
Customer repurchase agreements (6)		885,749		672,866		31.6
Total deposits and customer repurchase agreements (6)	$	10,011,572	$	8,041,154		24.5
Average balances
Loans:
Commercial real estate	$	2,529,099	$	2,405,511		5.1
Commercial real estate - FL		112,239		184,310		-39.1
Commercial and industrial		1,460,145		1,132,394		28.9
Commercial leases		119,978		91,489		31.1
Commercial loans and leases		4,221,461		3,813,704		10.7
Direct installment		1,101,210		1,027,163		7.2
Residential mortgages		1,187,875		696,832		70.5
Indirect installment		568,519		528,134		7.6
Consumer LOC		726,331		531,971		36.5
Other		40,832		40,724		0.3
Total loans	$	7,846,228	$	6,638,528		18.2
Deposits:
Non-interest bearing deposits	$	1,572,808	$	1,241,761		26.7
Savings and NOW		4,659,436		3,844,198		21.2
Certificates of deposit and other time deposits		2,729,663		2,303,746		18.5
Total deposits		8,961,907		7,389,705		21.3
Customer repurchase agreements (6)		766,857		617,115		24.3
Total deposits and customer repurchase agreements (6)	$	9,728,764	$	8,006,820		21.5

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	2012						2011			3Q12 - 2Q12 Percent Variance		3Q12 - 3Q11 Percent Variance
Asset Quality Data	Third Quarter			Second Quarter			Third Quarter
Non-Performing Assets
Non-performing loans (8)
Non-accrual loans	$	69,986		$	84,322		$	113,416			-17.0		-38.3
Restructured loans		12,957			11,842			12,017			9.4		7.8
Non-performing loans		82,943			96,164			125,433			-13.7		-33.9
Other real estate owned (9)		35,613			35,647			34,640			-0.1		2.8
Non-performing loans and OREO		118,556			131,811			160,073			-10.1		-25.9
Non-performing investments		2,754			2,811			5,685			-2.0		-51.6
Total non-performing assets	$	121,310		$	134,622		$	165,758			-9.9		-26.8
Non-performing loans / total loans		1.04	%		1.22	%		1.85	%
Non-performing loans / total originated loans (10)		1.19	%		1.42	%		1.95	%
Non-performing loans + OREO / total loans + OREO		1.48	%		1.67	%		2.35	%
Non-performing loans + OREO / total originated loans + OREO (10)		1.69	%		1.93	%		2.48	%
Non-performing assets / total assets		1.01	%		1.15	%		1.67	%
Allowance Rollforward
Allowance for loan losses (originated portfolio) (10)
Balance at beginning of period	$	100,863		$	102,093		$	109,224			-1.2		-7.7
Provision for loan losses		6,224			6,243			8,573			-0.3		-27.4
Net loan charge-offs		(7,362	)		(7,473	)		(8,984	)		-1.5		-18.1
Allowance for loan losses (originated portfolio)		99,725			100,863			108,813			-1.1		-8.4
Provision for loan losses (acquired portfolio) (11)		2,205			784			0			0.0		0.0
Allowance for loan losses (acquired portfolio) (11)		2,989			784			0			0.0		0.0
Total allowance for loan losses	$	102,714		$	101,647		$	108,813			1.1		-5.6
Allowance for loan losses / total loans		1.29	%		1.29	%		1.60	%
Allowance for loan losses (originated loans) / total originated loans (10)		1.43	%		1.49	%		1.69	%
Allowance for loan losses / total non-performing loans (8)		120.23	%		104.89	%		86.75	%
Net loan charge-offs (annualized) / total average loans		0.37	%		0.38	%		0.53	%
Net loan charge-offs on originated loans (annualized) / total average originated loans (10)		0.42	%		0.45	%		0.56	%
Delinquency - Originated Portfolio (10)
Loans 30-89 days past due	$	39,380		$	30,697		$	31,418			28.3		25.3
Loans 90+ days past due		6,167			5,973			6,046			3.2		2.0
Non-accrual loans		69,986			84,322			113,416			-17.0		-38.3
Total past due and non-accrual loans	$	115,533		$	120,992		$	150,880			-4.5		-23.4
Total past due and non-accrual loans / total originated loans		1.66	%		1.78	%		2.35	%
Memo item:
Delinquency - Acquired Portfolio (11) (12)
Loans 30-89 days past due	$	18,961		$	21,287		$	13,000			-10.9		45.9
Loans 90+ days past due		35,605			36,045			10,563			-1.2		237.1
Non-accrual loans		0			0			0			0.0		0.0
Total past due and non-accrual loans	$	54,566		$	57,332		$	23,563			-4.8		131.6

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Nine Months Ended September 30,						Percent Variance
Asset Quality Data	2012			2011
Non-Performing Assets
Non-performing loans (8)
Non-accrual loans	$	69,986		$	113,416			-38.3
Restructured loans		12,957			12,017			7.8
Non-performing loans		82,943			125,433			-33.9
Other real estate owned (9)		35,613			34,640			2.8
Non-performing loans and OREO		118,556			160,073			-25.9
Non-performing investments		2,754			5,685			-51.6
Total non-performing assets	$	121,310		$	165,758			-26.8
Non-performing loans / total loans		1.04	%		1.85	%
Non-performing loans / total originated loans (10)		1.19	%		1.95	%
Non-performing loans + OREO / total loans + OREO		1.48	%		2.35	%
Non-performing loans + OREO / total originated loans + OREO (10)		1.69	%		2.48	%
Non-performing assets / total assets		1.01	%		1.67	%
Allowance Rollforward
Allowance for loan losses (originated portfolio) (10)
Balance at beginning of period	$	100,662		$	106,120			-5.1
Provision for loan losses		19,039			25,352			-24.9
Net loan charge-offs		(19,976	)		(22,659	)		-11.8
Allowance for loan losses (originated portfolio)		99,725			108,813			-8.4
Provision for loan losses (acquired portfolio) (11)		2,989			0			0.0
Allowance for loan losses (acquired portfolio) (11)		2,989			0			0.0
Total allowance for loan losses	$	102,714		$	108,813			-5.6
Allowance for loan losses / total loans		1.29	%		1.60	%
Allowance for loan losses (originated loans) / total originated loans (10)		1.43	%		1.69	%
Allowance for loan losses / total non-performing loans (8)		120.23	%		86.75	%
Net loan charge-offs (annualized) / total average loans		0.34	%		0.46	%
Net loan charge-offs on originated loans (annualized) / total average originated loans (10)		0.39	%		0.49	%
Delinquency - Originated Portfolio (10)
Loans 30-89 days past due	$	39,380		$	31,418			25.3
Loans 90+ days past due		6,167			6,046			2.0
Non-accrual loans		69,986			113,416			-38.3
Total past due and non-accrual loans	$	115,533		$	150,880			-23.4
Total past due and non-accrual loans / total originated loans		1.66	%		2.35	%
Memo item:
Delinquency - Acquired Portfolio (11) (12)
Loans 30-89 days past due	$	18,961		$	13,000			45.9
Loans 90+ days past due		35,605			10,563			237.1
Non-accrual loans		0			0			0.0
Total past due and non-accrual loans	$	54,566		$	23,563			131.6

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	2012						2011			3Q12 - 2Q12 Percent Variance		3Q12 - 3Q11 Percent Variance
Supplemental Asset Quality Information:	Third Quarter			Second Quarter			Third Quarter
Portfolio Detail
Total Loans
Bank - PA	$	7,743,609		$	7,613,536		$	6,450,130			1.7		20.1
Bank - FL		71,887			84,642			176,578			-15.1		-59.3
Regency		163,954			162,678			161,832			0.8		1.3
Total loans	$	7,979,450		$	7,860,856		$	6,788,540			1.5		17.5
Non-performing loans (includes non-performing TDRs)
Bank - PA	$	62,079		$	65,828		$	65,720			-5.7		-5.5
Bank - FL		13,973			23,668			53,254			-41.0		-73.8
Regency		6,891			6,668			6,459			3.3		6.7
Total non-performing loans	$	82,943		$	96,164		$	125,433			-13.7		-33.9
Other real estate owned
Bank - PA	$	14,947		$	15,531		$	12,616			-3.8		18.5
Bank - FL		19,820			19,082			20,477			3.9		-3.2
Regency		846			1,034			1,547			-18.2		-45.3
Total other real estate owned	$	35,613		$	35,647		$	34,640			-0.1		2.8
Non-performing loans + OREO
Bank - PA	$	77,026		$	81,359		$	78,336			-5.3		-1.7
Bank - FL		33,793			42,750			73,731			-21.0		-54.2
Regency		7,737			7,702			8,006			0.4		-3.4
Total non-performing loans + OREO	$	118,556		$	131,811		$	160,073			-10.1		-25.9
Non-Performing Loans + OREO / Total Loans + OREO
Bank - PA		0.99	%		1.07	%		1.21	%
Bank - FL		36.85	%		41.22	%		37.42	%
Regency		4.69	%		4.70	%		4.90	%
Total non-performing loans + OREO / total loans + OREO		1.48	%		1.67	%		2.35	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	For the Nine Months Ended September 30,						Percent Variance
Supplemental Asset Quality Information:	2012			2011
Portfolio Detail
Total Loans
Bank - PA	$	7,743,609		$	6,450,130			20.1
Bank - FL		71,887			176,578			-59.3
Regency		163,954			161,832			1.3
Total loans	$	7,979,450		$	6,788,540			17.5
Non-performing loans (includes non-performing TDRs)
Bank - PA	$	62,079		$	65,720			-5.5
Bank - FL		13,973			53,254			-73.8
Regency		6,891			6,459			6.7
Total non-performing loans	$	82,943		$	125,433			-33.9
Other real estate owned
Bank - PA	$	14,947		$	12,616			18.5
Bank - FL		19,820			20,477			-3.2
Regency		846			1,547			-45.3
Total other real estate owned	$	35,613		$	34,640			2.8
Non-performing loans + OREO
Bank - PA	$	77,026		$	78,336			-1.7
Bank - FL		33,793			73,731			-54.2
Regency		7,737			8,006			-3.4
Total non-performing loans + OREO	$	118,556		$	160,073			-25.9
Non-Performing Loans + OREO / Total Loans + OREO
Bank - PA		0.99	%		1.21	%
Bank - FL		36.85	%		37.42	%
Regency		4.69	%		4.90	%
Total non-performing loans + OREO / total loans + OREO		1.48	%		2.35	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	2012
	Third Quarter									Second Quarter
	Average Outstanding			Interest Earned or Paid			Average Yield or Rate			Average Outstanding			Interest Earned or Paid			Average Yield or Rate
Assets
Interest bearing deposits with banks	$	86,501		$	47			0.21	%	$	77,073		$	39			0.20	%
Taxable investment securities (13)		2,067,146			11,471			2.17	%		2,072,052			12,515			2.36	%
Non-taxable investment securities (14)		185,614			2,581			5.56	%		183,203			2,579			5.63	%
Loans (14) (15)		7,928,174			95,509			4.80	%		7,831,847			95,983			4.92	%
Total Interest Earning Assets (14)		10,267,435			109,608			4.25	%		10,164,175			111,116			4.39	%
Cash and due from banks		182,356									178,331
Allowance for loan losses		(103,757	)								(103,618	)
Premises and equipment		146,313									148,335
Other assets		1,349,857									1,346,998
Total Assets	$	11,842,204								$	11,734,221
Liabilities
Deposits:
Interest-bearing demand	$	3,489,658			1,764			0.20	%	$	3,483,658			1,838			0.21	%
Savings		1,210,670			252			0.08	%		1,202,285			243			0.08	%
Certificates and other time		2,652,713			8,189			1.23	%		2,723,223			8,532			1.26	%
Customer repurchase agreements		803,492			575			0.28	%		772,595			645			0.33	%
Other short-term borrowings		159,843			607			1.49	%		166,502			690			1.65	%
Long-term debt		90,869			860			3.76	%		90,510			889			3.95	%
Junior subordinated debt		203,999			1,978			3.86	%		203,986			1,967			3.88	%
Total Interest Bearing Liabilities (14)		8,611,244			14,225			0.66	%		8,642,759			14,804			0.69	%
Non-interest bearing demand deposits		1,677,578									1,569,047
Other liabilities		168,100									155,082
Total Liabilities		10,456,922									10,366,888
Stockholders’ equity		1,385,282									1,367,333
Total Liabilities and Stockholders’ Equity	$	11,842,204								$	11,734,221
Net Interest Earning Assets	$	1,656,191								$	1,521,416
Net Interest Income (FTE)					95,383									96,312
Tax Equivalent Adjustment					(1,852	)								(1,831	)
Net Interest Income				$	93,531								$	94,481
Net Interest Spread								3.60	%								3.70	%
Net Interest Margin (14)								3.70	%								3.80	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	2011
	Third Quarter
	Average Outstanding			Interest Earned or Paid			Average Yield or Rate
Assets
Interest bearing deposits with banks	$	100,944		$	59			0.23	%
Taxable investment securities (13)		1,608,704			10,744			2.62	%
Non-taxable investment securities (14)		196,233			2,822			5.75	%
Loans (14) (15)		6,749,727			87,086			5.12	%
Total Interest Earning Assets (14)		8,655,608			100,711			4.62	%
Cash and due from banks		180,447
Allowance for loan losses		(111,647	)
Premises and equipment		126,365
Other assets		1,121,074
Total Assets	$	9,971,847
Liabilities
Deposits:
Interest-bearing demand	$	2,905,747			2,440			0.36	%
Savings		982,714			416			0.17	%
Certificates and other time		2,256,182			10,221			1.80	%
Customer repurchase agreements		617,169			763			0.48	%
Other short-term borrowings		157,188			881			2.19	%
Long-term debt		221,206			1,698			3.05	%
Junior subordinated debt		203,947			1,881			3.66	%
Total Interest Bearing Liabilities (14)		7,344,153			18,300			0.99	%
Non-interest bearing demand deposits		1,299,859
Other liabilities		116,882
Total Liabilities		8,760,894
Stockholders’ equity		1,210,953
Total Liabilities and Stockholders’ Equity	$	9,971,847
Net Interest Earning Assets	$	1,311,455
Net Interest Income (FTE)					82,411
Tax Equivalent Adjustment					(2,009	)
Net Interest Income				$	80,402
Net Interest Spread								3.64	%
Net Interest Margin (14)								3.79	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	For the Nine Months Ended September 30,
	2012									2011
	Average Outstanding			Interest Earned or Paid			Average Yield or Rate			Average Outstanding			Interest Earned or Paid			Average Yield or Rate
Assets
Interest bearing deposits with banks	$	87,277		$	142			0.22	%	$	135,250		$	238			0.24	%
Taxable investment securities (13)		2,016,128			36,344			2.35	%		1,567,183			32,338			2.70	%
Non-taxable investment securities (14)		185,000			7,798			5.62	%		200,745			8,660			5.75	%
Loans (14) (15)		7,846,228			285,628			4.86	%		6,638,528			258,965			5.21	%
Total Interest Earning Assets (14)		10,134,633			329,912			4.35	%		8,541,706			300,201			4.70	%
Cash and due from banks		182,946									163,212
Allowance for loan losses		(103,299	)								(109,811	)
Premises and equipment		147,447									126,730
Other assets		1,352,107									1,123,473
Total Assets	$	11,713,834								$	9,845,310
Liabilities
Deposits:
Interest-bearing demand	$	3,470,249			5,802			0.22	%	$	2,865,526			7,747			0.36	%
Savings		1,189,187			871			0.10	%		978,672			1,368			0.19	%
Certificates and other time		2,729,663			26,103			1.28	%		2,303,746			32,612			1.89	%
Customer repurchase agreements		766,857			1,903			0.33	%		617,115			2,441			0.52	%
Other short-term borrowings		159,774			2,058			1.69	%		148,390			2,670			2.37	%
Long-term debt		91,221			2,702			3.96	%		208,899			4,981			3.19	%
Junior subordinated debt		203,290			5,956			3.91	%		203,947			6,030			3.95	%
Total Interest Bearing Liabilities (14)		8,610,241			45,395			0.70	%		7,326,295			57,849			1.05	%
Non-interest bearing demand deposits		1,572,808									1,241,761
Other liabilities		162,328									107,997
Total Liabilities		10,345,377									8,676,053
Stockholders’ equity		1,368,457									1,169,257
Total Liabilities and Stockholders’ Equity	$	11,713,834								$	9,845,310
Net Interest Earning Assets	$	1,524,392								$	1,215,411
Net Interest Income (FTE)					284,517									242,352
Tax Equivalent Adjustment					(5,584	)								(5,973	)
Net Interest Income				$	278,933								$	236,379
Net Interest Spread								3.64	%								3.64	%
Net Interest Margin (14)								3.75	%								3.79	%

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

NON-GAAP FINANCIAL MEASURES

We believe the following non-GAAP financial measures used by F.N.B. Corporation provide information useful to investors in understanding F.N.B. Corporation’s operating performance and trends, and facilitate comparisons with the performance of F.N.B. Corporation’s peers. The non-GAAP financial measures used by F.N.B. Corporation may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, F.N.B. Corporation’s reported results prepared in accordance with U.S. GAAP. The following tables summarize the non-GAAP financial measures included in this press release and derived from amounts reported in F.N.B. Corporation’s financial statements.

	2012						2011
	Third Quarter			Second Quarter			Third Quarter
Adjusted net income:
Net income	$	30,743		$	29,130		$	23,773
Merger and severance costs, net of tax		57			206			183
Adjusted net income	$	30,800		$	29,336		$	23,956
Adjusted diluted earnings per share:
Diluted earnings per share	$	0.22		$	0.21		$	0.19
Effect of merger and severance costs, net of tax		0.00			0.00			0.00
Adjusted diluted earnings per share	$	0.22		$	0.21		$	0.19
Return on average tangible equity (2):
Net income (annualized)	$	122,304		$	117,162		$	94,315
Amortization of intangibles, net of tax (annualized)		5,798			6,194			4,663
		128,102			123,356			98,978
Average total shareholders’ equity		1,385,282			1,367,333			1,210,953
Less: Average intangibles		(714,501	)		(718,507	)		(601,010	)
		670,781			648,826			609,943
Return on average tangible equity (2)		19.10	%		19.01	%		16.23	%
Return on average tangible assets (3):
Net income (annualized)	$	122,304		$	117,162		$	94,315
Amortization of intangibles, net of tax (annualized)		5,798			6,194			4,663
		128,102			123,356			98,978
Average total assets		11,842,204			11,734,221			9,971,847
Less: Average intangibles		(714,501	)		(718,507	)		(601,010	)
		11,127,703			11,015,714			9,370,837
Return on average tangible assets (3)		1.15	%		1.12	%		1.06	%
Tangible book value per share:
Total shareholders’ equity	$	1,394,998		$	1,372,496		$	1,214,491
Less: intangibles		(717,263	)		(715,431	)		(600,283	)
		677,735			657,065			614,208
Ending shares outstanding		139,792,727			139,709,302			127,127,599
Tangible book value per share	$	4.85		$	4.70		$	4.83

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	For the Nine Months Ended September 30,
	2012			2011
Adjusted net income:
Net income	$	81,455		$	63,310
Merger and severance costs, net of tax		5,206			2,983
Adjusted net income	$	86,661		$	66,293
Adjusted diluted earnings per share:
Diluted earnings per share	$	0.58		$	0.51
Effect of merger and severance costs, net of tax		0.04			0.02
Adjusted diluted earnings per share	$	0.62		$	0.53
Return on average tangible equity (2):
Net income (annualized)	$	108,805		$	84,646
Amortization of intangibles, net of tax (annualized)		5,984			4,701
		114,789			89,347
Average total shareholders’ equity		1,368,457			1,169,257
Less: Average intangibles		(717,390	)		(600,020	)
		651,067			569,237
Return on average tangible equity (2)		17.63	%		15.70	%
Return on average tangible assets (3):
Net income (annualized)	$	108,805		$	84,646
Amortization of intangibles, net of tax (annualized)		5,984			4,701
		114,789			89,347
Average total assets		11,713,834			9,845,310
Less: Average intangibles		(717,390	)		(600,020	)
		10,996,444			9,245,290
Return on average tangible assets (3)		1.04	%		0.97	%
Tangible book value per share:
Total shareholders’ equity	$	1,394,998		$	1,214,491
Less: intangibles		(717,263	)		(600,283	)
		677,735			614,208
Ending shares outstanding		139,792,727			127,127,599
Tangible book value per share	$	4.85		$	4.83

F.N.B. CORPORATION

(Unaudited)

(Dollars in thousands)

	2012						2011
	Third Quarter			Second Quarter			Third Quarter
Tangible equity / tangible assets (period end):
Total shareholders’ equity	$	1,394,998		$	1,372,496		$	1,214,491
Less: intangibles		(717,263	)		(715,431	)		(600,283	)
		677,735			657,065			614,208
Total assets		11,984,891			11,750,739			9,951,344
Less: intangibles		(717,263	)		(715,431	)		(600,283	)
		11,267,628			11,035,308			9,351,061
Tangible equity / tangible assets (period end)		6.01	%		5.95	%		6.57	%
Tangible equity, excluding AOCI / tangible assets (period end) (7):
Total shareholders’ equity	$	1,394,998		$	1,372,496		$	1,214,491
Less: intangibles		(717,263	)		(715,431	)		(600,283	)
Less: AOCI		38,972			41,361			30,248
		716,707			698,426			644,456
Total assets		11,984,891			11,750,739			9,951,344
Less: intangibles		(717,263	)		(715,431	)		(600,283	)
		11,267,628			11,035,308			9,351,061
Tangible equity, excluding AOCI / tangible assets (period end) (7)		6.36	%		6.33	%		6.89	%

(1) Net interest income is also presented on a fully taxable equivalent (FTE) basis, as the Corporation believes this non-GAAP measure is the preferred industry measurement for this item.

(2) Return on average tangible equity is calculated by dividing net income less amortization of intangibles by average equity less average intangibles.

(3) Return on average tangible assets is calculated by dividing net income less amortization of intangibles by average assets less average intangibles.

(4) See non-GAAP financial measures for additional information relating to the calculation of this item.

(5) The efficiency ratio is calculated by dividing non-interest expense less amortization of intangibles, other real estate owned expense, FHLB prepayment penalties and merger costs by the sum of net interest income on a fully taxable equivalent basis plus non-interest income less securities gains and net impairment losses on securities.

(6) Customer repos are included in short-term borrowings on the balance sheet.

(7) Accumulated other comprehensive income (AOCI) is comprised of unrealized losses on securities, non-credit impairment losses on other-than-temporarily impaired securities and unrecognized pension and postretirement obligations.

(8) Does not include loans acquired at fair value (“acquired portfolio”).

(9) Includes all other real estate owned, including those balances acquired through business combinations that have been in acquired loans prior to foreclosure.

(10) “Originated Portfolio” or “Originated Loans” equals loans and leases not included by definition in the Acquired Portfolio.

(11) “Acquired Portfolio” or “Acquired Loans” equals loans acquired at fair value, accounted for in accordance with ASC 805 which was effective January 1, 2009. The risk of credit loss on these loans has been considered by virtue of the Corporation’s estimate of acquisition-date fair value and these loans are considered accruing as the Corporation primarily recognizes interest income through accretion of the difference between the carrying value of these loans and their expected cash flows. Because acquired loans are initially recorded at an amount estimated to be collectible, losses on such loans, when incurred, are first applied against the non-accretable difference established in purchase accounting and then to any allowance for loan losses recognized subsequent to acquisition.

(12) Represents contractual balances.

(13) The average balances and yields earned on taxable investment securities are based on historical cost.

(14) The interest income amounts are reflected on a FTE basis, which adjusts for the tax beenfit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. The yields on earning assets and the net interest margin are presented on an FTE and annualized basis. The rates paid on interest-bearing liabilities are also presented on an annualized basis.

(15) Average balances for loans include non-accrual loans. Loans consist of average total loans less averge unearned income. The amount of loan fees included in interest income is immaterial.

EX-99.2

F.N.B. Corporation

Third Quarter 2012

Earnings Conference Call

October 23, 2012

Exhibit 99.2

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 PENDING MERGER WITH ANNAPOLIS BANCORP, INC.

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.

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.

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, F.N.B. Corporation, One

F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317 and free copies of the documents filed by Annapolis Bancorp, Inc. with the SEC by

contacting Edward Schneider, Treasurer and CFO, 1000 Bestgate Road, Suite 400, Annapolis, MD 21401, telephone: (410) 224-4455.

F.N.B. Corporation Annapolis Bancorp, Inc. and 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.

3Q12 Highlights

Strong Operating Results and Sustained Momentum

Net income of $30.7 million and diluted earnings per share of $0.22

Net interest margin of 3.70%

Strong

loan

growth

-

13 

consecutive

quarter

of

organic

growth

for

total

loans

Strong transaction deposit and customer repurchase growth

Good asset quality results reflecting consistency and stability in core portfolio

Lower operating expenses

Acquisition Announcement: Annapolis Bancorp, Inc.

4

th

3Q12 Operating Highlights

5

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

19.10%

19.01%

16.23%

ROTA

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

(1)

Total

loan

growth

(2)

6.9%

4.4%

8.1%

Commercial

loan

growth

(2)

8.9%

7.2%

8.7%

Consumer loan growth

12.0%

8.3%

9.1%

Transaction

deposits

and

customer

repo

growth

(3)

8.7%

14.3%

5.6%

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

Sustained Loan Growth

6

(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.

Linked

Quarter

and

Y-o-Y

Loan

Growth

(%)

(1)

Y-o-Y

Loan

Growth

($)

(2)

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

Positive Operating Trends: Pre-Provision Net Revenue Results

7

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.

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

21%

Year-over-Year

PPNR

Growth

$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

9%

Year-over-Year

PPNR EPS

Growth

21%

Pre-Provision Net Revenue EPS

Pre-Provision Net Revenue

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

Acquisition Announcement: Annapolis Bancorp, Inc.

8

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

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

Annapolis Bancorp (ANNB) (8 branches)

(1)

th

Attractive partner

ANNB is a relationship-focused bank with

strong community ties and presence

Execute FNB’s scalable, proven business

model and strong sales management culture

Establishes

a

5

FNB

region

Markets conducive to FNB’s model

Asset Quality Results

(1)

9

$ 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

Balance Sheet Highlights

10

Average Balances, $ in millions

3Q12

3Q12-2Q12

Growth

(1)

3Q12 Highlights

Balance

$

%

Securities

$2,252

-$2.5

-0.4%

Strong overall loan and transaction

deposit growth 

Sustained total loan growth

momentum:

13

th

consecutive

quarter

of total loan growth

Sustained commercial loan growth

momentum

:

14

th

consecutive

quarter

of PA commercial loan growth

Strong consumer loan growth

Attractive deposit mix: Lower cost,

relationship-focused transaction

deposits and customer repurchase

agreements = 74% of total deposits

and customer repurchase

agreements

(5)

Total loans

$7,928

$96.3

4.9%

Total PA loans

(2)

$7,850

$134.8

6.9%

PA Commercial loans

(2)

$4,194

$91.5

8.9%

Consumer loans

(3)

$2,460

$72.2

12.0%

Earning assets

$10,267

$103.2

4.0%

Total deposits and customer repos

$9,834

$83.3

3.4%

Transaction deposits and customer

repos

(4)

$7,182

$153.8

8.7%

Time Deposits

$2,653

-$70.5

-10.3%

1)% growth annualized; (2)Excludes the Florida portfolio; (3)Includes Direct Installment, Indirect Installment and Consumer LOC portfolios;

(4)Excludes time deposits; (5) Period-end as of September 30, 2012

Net Interest Margin

11

Net Interest Margin Trend

Parkvale

Acquisition

1/1/2012

Non-Interest Income

12

$ in thousands

3Q12

2Q12

3Q11

3Q12 Highlights

Service charges

$17,666

$17,588

$16,057

Consistent diverse fee revenue sources

and results

Insurance commissions and fees

benefited from seasonal commissions

Increase in other income reflects $1.4

million gain on the sale of a building

Insurance commissions and fees

4,578

3,882

4,002

Securities commissions

2,102

2,030

1,858

Trust income

3,783

3,842

3,565

Gain on sale of loans

1,176

711

657

Other

5,693

4,465

3,479

Total

non-interest

income

(1)

$34,998

$32,518

$29,618

(1) Excluding net securities gains/(losses) and OTTI of ($185), $260 and $12, respectively.

Non-Interest Expense

13

$ in thousands

3Q12

2Q12

3Q11

3Q12 Highlights

Salaries and employee benefits

$41,579

$41,070

$37,149

Positive efficiency ratio trends

OREO expenses trending favorably

Operating leverage from Parkvale

acquisition -

cost savings fully phased in

beginning 3Q12

Occupancy and equipment

11,568

11,862

10,263

Amortization of intangibles

2,242

2,369

1,808

Other real estate owned

796

1,467

1,065

Other

(1)

20,809

21,397

18,650

Non-interest expense,

excluding merger costs

$76,994

$78,165

$68,935

Merger and severance costs

88

317

282

Total non-interest expense

$77,082

$78,482

$69,217

Efficiency ratio

56.8%

57.7%

59.0%

(1) Excluding merger costs

Capital Position

14

(1) September 30, 2012 Total Risk-Based and Tier One represent estimated ratios 

12.0%

10.5%

8.1%

6.0%

12.3%

10.7%

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

(1)

Concluding Remarks

15

Strong third quarter and year-to-date results

FNB is well-positioned

Significant

achievements

and

progress

on

initiatives

through

the

first

nine

months

of

2012

Integrated the Parkvale acquisition

E-delivery platform strategy execution

Branch optimization/efficiency enhancement plan announced

Deployed scorecard management tools to additional business units

Announced acquisition of Annapolis Bancorp

Appendix

16

GAAP to Non-GAAP Reconciliation

17

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

18

(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