F.N.B. (FNB) 8-K Cautionary Statement Regarding Forward-Looking Information

F.N.B. Corporation

Investor Presentation

Keefe,

Bruyette

&

Woods

–

Boston

Bank

Conference

February 26, 2014

Exhibit 99.1

Cautionary Statement Regarding Forward-Looking Information

and Non-GAAP Financial Information

2

This presentation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain “forward-looking statements”

relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B.

Corporation. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause F.N.B.

Corporation’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a

significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins;

(3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions; (5) various monetary and

fiscal policies and regulations of the U.S. government that may adversely affect the businesses in which F.N.B. Corporation is engaged; (6)

technological issues which may adversely affect F.N.B. Corporation’s financial operations or customers; (7) changes in the securities markets; (8) risk

factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission; (9) housing prices;

(10) job market; (11) consumer confidence and spending habits; (12) estimates of fair value of certain F.N.B. Corporation assets and liabilities; (13)

integration challenges related to the recently completed mergers with BCSB Bancorp, Inc. and PVF Capital Corp. and the difficulties encountered in

expanding into a new market; (14) the effects of current, pending and future legislation, regulation and regulatory actions, or (15) the impact on federal

regulated agencies that have oversight or review of F.N.B. Corporation’s business and securities activities. 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 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 January 21, 2014 and in its periodic

filings with the Securities and Exchange Commission.

3

F.N.B. Corporation

About F.N.B. Corporation

Experienced Leadership Team

Favorably Positioned for Long-Term Success

Strong Operating Trends

About F.N.B. Corporation

4

•

Assets: $14.2 billion

(1)

•

Loans: $9.8 billion

(1)

•

Deposits: $11.6 billion

(1)

•

Banking locations: 282

(1)

•

Consumer finance locations: 72

Fourth Largest

Pennsylvania-Based Bank

•

Attractive and expanding footprint: PA/OH/MD/WV: Banking locations span

56

counties and four states

(1)

•

Leading market position

(2)

•

#3 market share in the Pittsburgh MSA

•

#10 market share in the Baltimore MSA

•

#6 overall market position for all counties of operation

Positioned for Sustained Growth

•

Top quartile profitability performance

•

Deliver consistent, solid results

•

Industry-leading, consistent loan growth through recent economic cycle

•

Strong performance: 3-year total shareholder return of 30%

(3)

Consistent, Strong Operating Results

•

Reposition and reinvest for sustained growth; maintain low risk profile

•

Reposition and reinvest for sustained growth

•

Maintain disciplined expense control

•

Expanding market share potential and growth opportunities

•

Maintain low-risk profile

Operating Strategy

(1) Pro-forma for the recently completed acquisition of BCSB  Bancorp, which closed on February 15, 2014, with assets of approximately $0.6 billion, loans

of $0.3 billion, deposits of $0.5 billion and 16 banking locations; (2) SNL Financial, excludes custodian bank; (3) As of February 11, 2014

Years of

Banking

Experience

Joined FNB

Prior Experience

President and CEO

Vincent J. Delie, Jr.

27

2005

National City

President, First National Bank

John C. Williams, Jr.

43

2008

Huntington

National City

Mellon Bank

Chief Financial Officer

Vincent J. Calabrese, Jr.

26

2007

People’s United

Chief Credit Officer

Gary L. Guerrieri

28

2002

FNB

Promistar

Experienced Leadership Team

5

Experienced and respected executive management team has guided FNB through the cycle

High-Quality

Earnings

–

2013

Highlights

Operating

ROATCE

of

17.35%

-

continued

top

decile

performance

relative

to

peers

Record net income

Record loan production of $3.3 billion, increasing 11% over the prior year

Organic growth in total loans for 18 consecutive quarters at an average annualized rate of 5%

Continued enhancements to funding mix with transaction deposits and customer repos representing 76% of total

deposits and customer repos at December 31, 2013

Solid

and

consistent

asset

quality

results

-

provision

for

loan

losses

continued

to

exceed

net

charge-offs

to

support

loan

growth

Consistent loan and low-cost deposit growth supports stability in the net interest margin

Full-year efficiency ratio of 58.9%

Expanded Footprint and Growth Potential

Recent acquisitions in dynamic markets enhance organic growth opportunities

Repositioned and Enhanced Delivery Channel

Full suite of online and mobile banking products, 46k customers currently enrolled, with continued growth expected

Branch optimization strategy has resulted in 52 consolidations and 9 de-novo expansions since 2010

Significant Talent Acquisition

Leadership and team build-outs over past several years in existing markets

Leadership and team build in expansion markets essentially complete

Sales Management Process and Culture   

Developed and implemented proprietary systems, processes and strong culture over the past several years

Deployed across FNB business units

Consistent Investments in Enterprise-Wide Risk Management Infrastructure

Well-positioned to continue successfully navigating regulatory environment

Recent Capital Actions Strengthen Capital Structure, Support Growth Objectives and Address Basel III Provisions

Favorably Positioned for Long-Term Success

6

High-Quality Earnings

7

(1) At respective period-end.  FNB levels represents allowance for loan losses to total originated loans.  Peer data per SNL Financial.

FNB Continues to Deliver High-Quality Earnings

Provision for Loan Losses as % of Net Charge-Offs ($)

FNB provision for loan losses exceeds net charge-offs to

support consistent, solid loan growth results

Allowance for Loan Losses/Total Loans (%)

(1)

FNB allowance for loan losses to total loans (originated

portfolio) has remained relatively stable

126%

133%

134%

113%

57%

56%

66%

44%

FY 2013

9/30/2013 YTD

6/30/2013 YTD

2012

FNB

Peer Group Median

Full Year Financial Highlights –

Annual Trends

8

2013

2012

2011

2010

Quality Operating

Earnings

Net income available to common shareholders ($ millions)

$123.5

$117.8

$90.3

$68.2

Earnings per diluted common share

$0.84

$0.84

$0.72

$0.60

Profitability

Performance

ROTCE

(1)

17.35%

18.75%

16.32%

14.71%

ROTA

(1)

1.09%

1.12%

1.02%

0.87%

Net interest margin

3.65%

3.73%

3.79%

3.77%

Efficiency ratio

58.9%

58.3%

59.7%

60.7%

Strong 

Balance Sheet

Organic Growth

Trends

Total loan growth

6.3%

4.3%

5.2%

2.5%

Commercial loan growth

7.1%

5.4%

5.8%

3.5%

Consumer loan growth excluding Residential

12.8%

7.4%

4.4%

2.2%

Transaction

deposits

and

customer

repo

growth

7.9%

9.6%

8.0%

11.2%

(1) Non-GAAP

measure,

refer

to

Appendix

for

GAAP

to

Non-GAAP

Reconciliation

details;

(2)

Full year

average

organic

growth

results.

Organic

growth

results

exclude

balances

acquired

in

the

following

acquisitions;

PVFC

4Q13,

ANNB

2Q13,

PVSA

1Q12,

CB&T

1Q11

(3)

Total

deposits

excluding

time

deposits

(1)

(3)

(2)

Annual Earnings Trends

9

(1) On an operating basis,  a Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation for details; (2) $, in millions; (3) Consists of wealth

management, trust, brokerage and insurance units.

Full Year Net Income and EPS Trends

(1)

Solid earnings growth trajectory

muted in 2013 by headwinds

$68.2

$90.3

$117.8

$123.5

$0.60

$0.72

$0.84

$0.84

$-

$-

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

Net

Income

Available

to

Common

Shareholders

Earnings

per

Diluted

Common

Share

(1)

Earnings Benefit of Full Year of 2013 Accomplishments:

Full-year average organic loan growth of 6.3%

18 consecutive quarters of linked-quarter growth

Record loan production of $3.3 billion

Full-year average organic transaction deposit and customer

repurchase agreement growth of 7.9%

Organic growth in average non-interest bearing deposits of

16.9%

Wealth Group

(3)

revenue totaled $45 million, increasing 11%,

compared to 2012

Relatively stable net interest margin and solid asset quality

Branch optimization continued

Consolidated additional 7 locations, 3 de-novo expansions;

bringing total consolidations to 52 since 2010 and de-novo

expansions to 9 locations

Mobile and online banking strategy solidified

Three acquisitions, expanded into two additional dynamic

metropolitan markets, Baltimore, Maryland and Cleveland, Ohio

Strengthened capital structure under Basel III rules

Initial year of Durbin-related and other revenue loss, and 

increased regulatory-related costs negatively impact 2013

earnings by an estimated $0.05 per diluted common share

(1)(2)

Muted by 2013 Regulatory-Related Headwinds:

Consistent Loan and Transaction Deposit Growth

10

(1) Organic balances exclude initial respective balances acquired upon transaction close for PVFC (10/2013), ANNB (4/2013), PVSA (1/2012) and CBT (1/2011)

Consistent Growth in Loans and Transaction Deposits

Loans

(Quarterly, In Billions)

Transaction Deposits and Customer Repos

(Quarterly, In Billions)

$8.5

$7.4

$5.8

$5.2

$6.7

$6.3

$5.5

4Q13

4Q12

4Q11

4Q10

Total

Organic

$9.3

$8.0

$6.8

$6.0

$7.3

$6.7

$6.4

4Q13

4Q12

4Q11

4Q10

Total

Organic

CAGR 4Q10 –

4Q13

Total

18.1%

Organic

(1)

9.1%

CAGR 4Q10

–

4Q13

Total

15.6%

Organic

(1)

6.4%

Transaction

Deposit

Growth

-

Strengthened

Funding

Mix

11

(1) Based on period-end balances

Consistent

Transaction

Deposit

Growth

Results

in

Strengthened

Deposit

Mix

Total Transaction Deposits and Customer Repos Mix

Transaction deposits

and customer repos

= 76% of total

deposits and

customer repos at

12/31/2013

Strong growth in

non-interest bearing

deposits of $461.9

million, or 26.6%,

resulted in

strengthened funding

mix compared to

prior year-end

2013

12/31/2013

12/31/2012

12/31/2011

12/31/2010

Transaction Deposits and Customer Repos

Time Deposits

Reposition

and

Reinvest

–

Actions

Drive

Long-Term

Performance

12

2009

2010

2011

2012

2013

PEOPLE

Talent Management

Strengthened team through key

hires; Continuous team

development

Attract, retain, develop best talent

Geographic Segmentation

Regional model

Regional

Realignment

Created

5

th

&

6

th

Regions

PROCESS

Sales Management/Cross Sell

Proprietary sales management

system developed and

implemented: Balanced

scorecards, cross-functional

alignment

Consumer

Banking

Scorecards

Consumer Banking Refinement/Daily Monitoring

Continued

Utilization

Commercial

Banking Sales

Management

Expansion to additional lines of

business

Private Banking,

Insurance,

Wealth

Management

PRODUCT

Product Development

Deepened product set and niche

areas allow FNB to successfully

compete with larger banks and

gain share

Private Banking

Capital Markets

Online and mobile banking investment

/implementation –

Online banking enhancements, mobile

banking and app

Online/mobile

banking

infrastructure

complete with

mobile remote

deposit capture

and online

budgeting tools

Asset Based

Lending

Small Business

Realignment

Treasury

Management

PRODUCTIVITY

Branch Optimization

Continuous evolution of branch

network to optimize profitability

and growth prospects

De-Novo Expansion 9 Locations

Consolidate 2

Locations

Consolidate 6

Locations

Consolidate 37

Locations

Consolidate 7

Locations

Acquisitions

Opportunistically expand

presence in attractive markets

CB&T

Parkvale

ANNB Closed 4/13

PVFC Closed 10/13

BCSB  Closed  2/14

Market Position

Top Overall Market Position

Regional Alignment

Presence in Major Markets

Acquisition-Related Expansion Strengthens Position

13

Top Overall Market Position

14

Source:  SNL Financial, deposit data as of June 30, 2013, pro-forma as of February 10, 2014, excludes custodial bank.

FNB Pennsylvania Counties of Operation

Rank

Institution

Branch

Count

Total Market

Deposits

($ 000)

Total

Market

Share

(%)

1

PNC Financial Services

290

55,855,363

35.3

2

Royal Bank of Scotland

201

10,073,477

6.4

3

F.N.B. Corporation

223

8,884,922

5.6

4

M&T Bank Corp.

141

7,393,569

4.7

5

Wells Fargo & Co.

64

4,905,156

3.1

6

First Commonwealth

99

4,225,821

2.7

7

Banco Santander

72

4,056,694

2.6

8

Dollar Bank

37

3,556,646

2.2

9

Susquehanna Bancshares

79

3,105,908

2.0

10

First Niagara Financial

73

3,060,621

1.9

Total (1-135)

2,432

158,109,555

100.0

FNB All Counties of Operation

Rank

Institution

Branch

Count

Total Market

Deposits

($ 000)

Total

Market

Share

(%)

1

PNC Financial Services

501

70,806,498

24.2

2

M&T Bank Corp.

246

21,368,411

7..3

3

Bank of America

90

15,886,192

5.4

4

Royal Bank of Scotland

288

14,902,081

5.1

5

KeyCorp

98

12,538,370

4.3

6

F.N.B. Corporation

282

10,995,883

3.8

7

Wells Fargo & Co

122

10,776,383

3.7

8

Huntington

222

10,569,758

3.6

9

FirstMerit Corp.

98

6,941,093

2.4

10

TFS Financial

22

5,950,561

2.0

Total (1-242)

4,309

292,676,461

100.0

FNB holds the #3 overall retail market position for Pennsylvania counties of operation and #6 position for all counties

FNB’s model utilizes six regions, including three in top 30 MSA markets,

with each having a regional headquarters housing cross-functional teams.

FNB

Banking

Footprint

-

Regional

Alignment

15

Source: SNL Financial

Baltimore MSA

Pittsburgh MSA

Cleveland MSA

PVFC Completed

October 2013

ANNB Completed

April 2013 &

BCSB Completed 

February 2014

Top 30 MSA Presence

MSA

Population

Baltimore,

MD

2.7 million

#20 MSA

Pittsburgh,

PA

2.4 million

#22 MSA

Cleveland,

OH

2.1  million

#29 MSA

MSA Market Share -

Proven Success, Opportunity For Growth

16

Source:  SNL Financial, deposit data as of June 30, 2013, pro-forma as of February 11, 2014, excludes custodial bank (Pittsburgh MSA).

All Other MSAs represent MSA’s with FNB presence excluding Pittsburgh, Cleveland and Baltimore MSAs.

Established

MSA

Markets

–

Proven

Success,

Leading

Share

Position

Achieved 

Recent

Expansion

MSA

Markets

–

Opportunity

for

Growth 

Pittsburgh, PA MSA

Rank

Institution

Total Deposits

($000)

Market

Share (%)

1

PNC Financial Services Group Inc.

47,062,720

56.5

2

Royal Bank of Scotland Group Plc

7,129,530

8.6

3

F.N.B. Corp.

3,867,847

4.6

4

Dollar Bank Federal Savings Bank

3,556,646

4.3

5

First Niagara Financial Group Inc.

2,762,262

3.3

6

Huntington Bancshares Inc.

2,512,422

3.0

7

First Commonwealth Financial Corp.

2,465,101

3.0

8

TriState Capital Holdings Inc.

1,940,243

2.3

9

S&T Bancorp Inc.

1,685,131

2.0

10

Northwest Bancshares Inc.

1,045,914

1.3

Baltimore-Towson, MD MSA

Rank

Institution

Total Deposits

($000)

Market

Share (%)

1

Bank of America Corp.

16,078,490

25.1

2

M&T Bank Corp.

14,292,887

22.3

3

PNC Financial Services Group Inc.

6,789,660

10.6

4

Wells Fargo & Co.

6,049,235

9.5

5

BB&T Corp.

3,909,353

6.1

6

SunTrust Banks Inc.

2,094,589

3.3

7

Susquehanna Bancshares Inc.

1,258,598

2.0

8

First Mariner Bancorp

1,109,454

1.7

9

Capital One Financial Corp.

976,432

1.5

10

F.N.B. Corp.

914,733

1.4

Cleveland-Elyria-Mentor, OH MSA

Rank

Institution

Total Deposits

($000)

Market

Share (%)

1

KeyCorp

11,363,682

21.8

2

PNC Financial Services Group Inc.

6,382,510

12.2

3

TFS Financial Corp. (MHC)

5,425,587

10.4

4

Huntington Bancshares Inc.

4,261,126

8.2

5

Royal Bank of Scotland Group Plc

4,104,874

7.9

6

FirstMerit Corp.

3,522,009

6.8

7

Fifth Third Bancorp

3,384,743

6.5

8

JPMorgan Chase & Co.

2,939,452

5.6

9

U.S. Bancorp

2,032,321

3.9

10

Dollar Bank Federal Savings Bank

1,701,264

3.3

14

F.N.B. Corp.

623,947

1.2

All Other FNB MSA's (excludes Pittsburgh, Baltimore, Cleveland)

Rank

Institution

Total Deposits

($000)

Market

Share (%)

1

PNC Financial Services Group Inc.

11,180,309

11.7

2

M&T Bank Corp.

7,288,461

7.6

3

F.N.B. Corp.

5,175,196

5.4

4

Wells Fargo & Co.

4,861,113

5.1

5

Banco Santander SA

4,056,694

4.2

6

Huntington Bancshares Inc.

3,875,653

4.0

7

Royal Bank of Scotland Group Plc

3,667,677

3.8

8

FirstMerit Corp.

3,419,084

3.6

9

Susquehanna Bancshares Inc.

2,947,480

3.1

10

JPMorgan Chase & Co.

2,631,476

2.7

Acquisition Strategy

17

Disciplined and Consistent Acquisition Strategy

Strategy

Disciplined identification and focus on markets that offer potential to

leverage core competencies and growth opportunities

Criteria

Create shareholder value

Meet strategic vision

Fit culturally

Evaluation

Targeted financial and capital recoupment hurdles

Proficient and experienced due diligence team

Extensive and detailed due diligence process

Execution

Superior post-acquisition execution

Execute FNB’s proven, scalable, business model

Proven success assimilating FNB’s strong sales culture

12th bank acquisition since 2002 closed February 2014 (BCSB)

Fourth consecutive acquisition in a major MSA

Five acquisitions since 2010

Ten acquisitions since 2005

Execution

Criteria

Evaluation

Strategy

Experienced Acquirer

Recent

Acquisitions

–

Positioning

for

Sustained

Organic

Growth

18

Baltimore, MD MSA

Annapolis Bancorp, Inc -

Closed April 6, 2013

BCSB

Bancorp,

Inc.

–

Closed

February

15,

2014

Talent established

Team and leadership in place

Presence anchored

Downtown Baltimore headquarters

Performance tracking well

Loan production on target, pipelines healthy

Sales management processes fully deployed

Cleveland, Ohio MSA

PVF

Capital

Corp.

–

Closed

October

12,

2013

Team and leadership in place

Downtown Cleveland headquarters

Loan production on target, pipelines healthy

Sales management process deployed

FNB Locations (including ANNB)

Continued Success Integrating Acquisitions

Team and Leadership Established

Regional Headquarters in Both Markets

Results Tracking Well

BCSB Locations

PVFC Locations

Presence anchored

Performance goals established

Talent established

Significant Commercial Prospects

19

Note: Above metrics at the MSA level

(1)

Data per U.S. Census Bureau

(2)

Data per Hoover’s as of February 7, 2014

Strong Concentration of Commercial Prospects

Over 175,000 Total Businesses

(1)

Significant Commercial Prospects Concentrated in Pittsburgh, Baltimore & Cleveland

Opportunity to Leverage Core Competency and Drive Sustained Organic Growth 

Expanded Franchise = Enhanced Organic Growth Prospects

20

Note: Market population and market businesses represent current metrics based on respective FNB MSA presence

Data per FNB, SNL Financial and/or U.S. Census Bureau (Businesses)

Acquisition-

Related

Expansion in

Higher Growth

Markets

Enhances

Organic Growth

Opportunities

21

Strong Operating Results

4Q13 Highlights and Trends

4Q13 Financial Highlights

22

Solid Operating Results and Strategic Accomplishments

Operating Result Highlights

Return on average tangible assets of 1.07%

(1)

Return on average tangible common equity of 16.45%

(1)

Net interest margin of 3.67%, expanded 3 basis points

Efficiency ratio of 58%

Linked-quarter operating leverage; revenue growth of 5.6% compared to the prior quarter

Absorbed second quarter of Durbin impact of $2.7 million (pre-tax)

Total average organic loan growth of $129.4 million or 5.9% annualized

Transaction deposit and customer repurchase agreement average organic growth of $137.7 million or 6.8%

annualized

Primarily driven by growth in non-interest bearing deposits and customer repurchase agreements

Non-performing loans and OREO to total originated loans and OREO improved 5 basis points 1.44%

Total delinquency for the originated portfolio improved 16 basis

points to 1.28%

Strategic Accomplishments

(1) Operating results, a non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details

4Q13

operating

(1)

net

income

available

to

common

shareholders

of

$32.5

million;

earnings

per

diluted

common

share

of

$0.21

Solid profitability performance and continued high-quality earnings

Strong balance sheet growth

Continued good asset quality results

Secured an investment grade rating from Moody’s Investor’s Services on October 3, 2013

Completed the PVF Capital Corp. (PVFC) acquisition on October 12, 2013

Completed a capital offering in late October 2013, raising $161.3 million in net proceeds, strengthening capital structure

under Basel III and enhancing ability to execute organic growth strategy

4Q13

Financial

Highlights

–

Quarterly

Trends

23

Current

Quarter

4Q13

Prior

Quarter

3Q13

Prior Year

Quarter

4Q12

Operating

Earnings

(1)

Net income available to common shareholders ($ millions)

$32.5

$32.2

$32.1

Earnings per diluted common share

$0.21

$0.22

$0.23

Profitability

Performance

ROTCE

(1)

16.45%

18.32%

19.49%

ROTA

(1)

1.07%

1.12%

1.18%

Net interest margin

3.67%

3.64%

3.66%

Efficiency ratio

57.8%

59.7%

55.4%

Strong 

Balance Sheet

Organic Growth

Trends

(2)

Total loan growth

5.9%

9.3%

6.0%

Commercial loan growth

4.4%

4.2%

7.6%

Consumer loan growth

13.8%

25.3%

11.7%

Transaction

deposits

and

customer

repo

growth

(3)

6.8%

7.0%

11.9%

(1) Non-GAAP measure, refer to Appendix for GAAP to Non-GAAP Reconciliation details; (2) Average, annualized linked quarter organic growth results.  Organic

growth results exclude balances acquired in the PVFC  acquisition (4Q13); (3) Total deposits excluding time deposits

Balance Sheet Highlights

24

(1) Linked-quarter growth, organic growth % is annualized and excludes balances acquired from the PVFC acquisition completed October 12, 2013; (2)

Includes Direct Installment, Indirect Installment and Consumer LOC portfolios; (3) Excludes time deposits; (4) Period-end as of December 31, 2013

Average Balances,

$ in Millions

4Q13

Reported

Growth

(1)

Organic 

Growth

(1)

4Q13 Highlights

Balance

$

$

%

Securities

$2,316

$40.3

-

-

Strong balance sheet growth, with

continued momentum organically

growing loans and transaction

deposits

Total reported growth reflects the

benefit from the completion of the

PVFC acquisition on October 12,

2013

Organic growth in average total loans

of $129.4 million or 5.9% annualized

Organic growth in average

transaction deposits and customer

repurchase agreements of $137.7

million or 6.8% annualized

Lower cost, relationship-based

transaction deposits and

customer repurchase

agreements represent 76% of

total transaction deposits and

customer repurchase

agreements

(4)

Total loans

$9,323

$592.7

$129.4

5.9%

Commercial loans

$5,154

$370.5

$52.6

4.4%

Consumer

loans

(2)

$3,039

$179.3

$99.6

13.8%

Residential mortgage loans

$1,085

$42.1

-$23.5

-8.9%

Earning assets

$11,775

$726.9

-

-

Total deposits and customer repos

$11,113

$710.5

$71.3

2.7%

Transaction deposits and customer

repos

(3)

$8,504

$493.0

$137.7

6.8%

Time deposits

$2,609

$217.5

-$66.3

-11.0%

Net Interest Margin Trends

25

Net Interest Margin Trends

The 4Q13 net interest margin was stable compared to the prior quarter when adjusting for:

The benefit of 6 basis points from $1.7 million additional accretable yield which was partially offset by,

The 3 basis points narrowing due to the temporary increase in short-term interest bearing cash balances from the capital raise.

4Q13 net interest income (FTE) totaled $108.7 million, growing  $7.6 million, or 7.5%, linked quarter, and $12.9 million, or 13.5%,

compared to the prior year quarter

Asset Quality Results

(1)

26

$ in Thousands

4Q13

3Q13

4Q12

4Q13 Highlights

NPL’s+OREO/Total loans+OREO

1.44%

1.49%

1.60%

Total delinquency

1.28%

1.44%

1.64%

Provision

for

loan

losses

(2)

$8,366

$7,280

$9,274

Net charge-offs (NCO’s)

(2)

$7,364

$5,507

$7,614

NCO’s/Total average loans

(2)

0.32%

0.25%

0.38%

NCO’s/Total average originated loans

0.30%

0.26%

0.45%

Allowance for loan losses/

Total loans

1.29%

1.34%

1.39%

Allowance for loan losses/

Total non-performing loans

135.42%

127.37%

123.88%

Solid performance with continued positive

movement

Net charge-off results were at good levels and

reflect year-over-year improvement

Total provision continues to exceed net-

charge-offs

Reserve position reflects favorable credit

migration in the portfolio, pay-downs and

improved non-performing loan levels

NPL’s+OREO/Total loans +OREO improved

from the prior quarter and the year-ago quarter

Delinquency improved compared to the prior

quarter and  the year-ago quarter

(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

Asset Quality Trends

27

Asset Quality Trending Positively and Compares Favorably to Peer Results

NPL’s+OREO/

Total Originated Loans+OREO

(1)(2)

NCO’s Originated Loans/

Total Originated Loans

(1)(3)

Peer data per SNL Financial, refer to Appendix for peer listing; (1) Metrics shown are originated portfolio. “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) Based on balances at quarter end for each period presented; (3) Full year or quarterly results annualized.

Capital Position

28

Capital Position as of December 31, 2013

12.1%

10.6%

8.6%

8.4%

6.1%

12.5%

11.1%

9.3%

8.8%

6.7%

Total Risk-Based

Tier One

Tier One

Common

Leverage

Tangible

Common Equity

September 30, 2013

December 31, 2013

Capital levels at December 31, 2013 reflect the benefit of the fourth quarter of 2013 capital actions.

Raised $161.3 million in net proceeds through the issuance of 4.7 million shares of common stock ($54.4 million in

proceeds) and 4.4 million depository shares of non-cumulative perpetual preferred stock ($106.9 million in net

proceeds).

Redeemed $115 million in trust preferred securities, with an additional $16.5 million expected to be redeemed in the

first quarter of 2014.

Capital structure strengthened under Basel III rules, with trust preferred securities representing 7% of Tier 1 capital at 

December 31, 2013 compared  to 19% at September 30, 2013.

Tier 1 common ratio improves to 9.3% and the tangible common equity improves to 6.7% at December 31, 2013. 

29

Investment Thesis

Long-Term Investment Thesis

Long-Term

Investment

Thesis

-

Return

Focused

30

FNB’s long-term investment thesis reflects a commitment to efficient capital management

and creating value for our shareholders

Long-Term Investment Thesis

Targeted EPS Growth

5-6%

Targeted Dividend Yield

(Targeted Payout Ratio 60-70%)

4-6%

Implied Total Shareholder Return

9-12%

Operating Results Outperform Peers

31

The

above

represents

full-year

2011,

2012,

2013

and/or

quarterly,

year-to-date

results

where

noted.

Refer

to

Supplemental

Information

for

peer

group

listing.

(1) Operating results, refer to Supplemental Information for details

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

20.00%

2013

2012

2011

ROTCE

(1)

FNB

Peer Group Median

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

60.0%

65.0%

70.0%

4Q13

3Q13

2Q13

1Q13

2013

2012

2011

Efficiency Ratio

FNB

Peer Group Median

2.50%

2.70%

2.90%

3.10%

3.30%

3.50%

3.70%

3.90%

4Q13

3Q13

2Q13

1Q13

4Q12

Net Interest Margin

FNB

Peer Group Median

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

2013

2012

2011

Net Charge-Offs to Average Loans

FNB

Peer Group Median

Consistent Operating Results

32

FNB = 87% Percentile

FNB = 89% Percentile

Data per FNB and/or SNL Financial

Refer to Supplemental Information for peer listing

FNB’s ability to deliver consistent operating results exceeds peer results

0.00%

0.05%

0.10%

0.15%

0.20%

0.25%

2013 Peer Median

FNB

ROAA Volatility

0.000%

0.010%

0.020%

0.030%

0.040%

0.050%

0.060%

2013 Peer Median

FNB

Revenue/Avg Assets Volatility

FNB and Peer Volatility (Standard Deviation 1Q10 – 4Q13)

Attractive P/E Valuation Highlights Potential Upside

33

Consistent premium to peers based on price

to tangible book value per share

FNB currently reflects an attractive valuation

based on future earnings

12.73x

14.11x

8.00x

9.00x

10.00x

11.00x

12.00x

13.00x

14.00x

15.00x

FNB

2013 Peer Median

0.00x

0.50x

1.00x

1.50x

2.00x

2.50x

3.00x

3.50x

4.00x

02/10/11

02/10/12

02/10/13

02/10/14

FNB

2013 Group Peer Median

Historical Price / TBV Per Share (x)

Price /  2015 EPS Estimate (x)

Market data per SNL Financial  as of February 11, 2014.  Refer to Supplemental Information for regional peer listing. 

34

Supplemental Information

35

Supplemental Information Index

Diversified Loan Portfolio

Deposits and Customer Repurchase Agreements

Investment Portfolio

Loan Risk Profile

Regency Finance Company Profile

Regional Peer Group Listing

GAAP to Non-GAAP Reconciliation

Diversified Loan Portfolio

36

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

12/31/2013

5 YR CAGR

% of Portfolio

($ in millions)

Balance

12/31/08-

12/31/13

12/31/08

12/31/13

C&I

$1,881

14.7%

16%

20%

CRE:  Non-Owner Occupied

1,809

14.2%

16%

19%

CRE:  Owner Occupied

1,397

6.9%

17%

15%

Commercial Leases

159

33.9%

1%

1%

Total Commercial

$5,246

12.5%

50%

55%

Consumer Home Equity

2,170

12.4%

21%

23%

Residential Mortgage

1,043

12.6%

10%

11%

Indirect

642

4.8%

9%

7%

Other

186

3.6%

3%

2%

Regency

180

2.6%

2%

2%

Florida

39

-33.2%

5%

<1%

Total Loan Portfolio

$9,506

10.3%

100%

100%

Well diversified portfolio

Strong growth results driven by commercial loan growth

$9.5 Billion Loan Portfolio

December 31, 2013

C&I + Owner Occupied CRE =

35% of Total Loan Portfolio

Other  2%

Regency  2%

Florida  0%

Commercial

Leases 1%

Commercial &

Industrial 20%

Consumer

Home Equity 

23%

Residential

Mortgage  11%

Indirect  7%

CRE: Non

Owner

Occupied  19%

CRE: Owner

Occupied  15%

-

Deposits and Customer Repurchase Agreements

37

Note: Balance, CAGR and % of Portfolio based on period-end balances; (1) Transaction deposits include savings, NOW, MMDA and non-interest

bearing deposits; (2) December 31, 2008 through December 31, 2013

12/31/2013

5 YR CAGR

Mix %

($ in millions)

Balance

12/31/08-

12/31/13

12/31/08

12/31/13

Savings, NOW, MMDA

$5,142

12.8%

44%

47%

Time Deposits

2,606

2.4%

36%

23%

Non-Interest Bearing

2,200

19.1%

14%

20%

Customer Repos

1,092

21.4%

6%

10%

Total Deposits and

Customer Repo Agreements

$11,040

11.3%

100%

100%

Transaction

Deposits

(1)

and

Customer Repo Agreements

$8,434

15.2%

64%

76%

Loans to Deposits and Customer Repo Agreements Ratio =

86% at December 31, 2013

New client acquisition and relationship-based focus reflected in favorable deposit mix

–

15.2% average growth for transaction deposits and customer repo agreements

(2)

–

76% of total deposits and customer repo agreements are transaction-based deposits

(1)

$11.0 Billion Deposits and

Customer Repo Agreements

December 31, 2013

Investment Portfolio

38

(1) Amounts reflect GAAP; (2) Original cost of $ 104 million, adjusted cost of $44 million, fair value of $38 million

Highly Rated $2.4 Billion Investment Portfolio

December 31, 2013

Ratings

Composition

%

Ratings

($ in millions

(1)

)

Portfolio

Investment %

Agency MBS

$880

37%

AAA

100%

CMO Agency

877

37%

AAA 

100%

Agency Senior Notes

374

16%

AAA

100%

Municipals

149

6%

AAA

AA

A

BBB

11%

53%

35%

1%

Trust Preferred

(2)

38

2%

BBB

BB

B

CCC

Ca

C

4%

12%

12%

8%

2%

62%

Short Term

16

1%

AAA

100%

CMO Private Label

9

<1%

AA

A

BBB

BB    31%

23%

12%

34%

Corporate

10

<1%

A

BBB

51%

49%

Bank Stocks

2

-

Non-Rated

Commercial MBS

2

-

AAA

100%

US Treasury

1

-

AAA

100%

Total Investment Portfolio

$2,358

100%

95% of total portfolio rated AA or better, 98% rated A or

better

Relatively low duration of 3.3

Portfolio comprised of 49% AFS and 51% HTM

Municipal bond portfolio

Highly rated with an average rating of AA and 99% of

the portfolio rated A or better

General obligation bonds = 98.9% of portfolio

79.0% from municipalities located throughout

Pennsylvania

39

Loan Risk Profile

(1)

Originated portfolio metric

$ in millions

Balance

12/31/2013

% of Loans

NPL's/Loans

(1)

YTD Net Charge-

Offs/Loans

(1)

Total Past

Due/Loans

(1)

Commercial and Industrial

$1,881

19.8%

0.38%

0.13%

0.49%

CRE:  Non-Owner Occupied

1,809

19.0%

0.80%

0.20%

0.90%

CRE:  Owner Occupied

1,397

14.7%

1.92%

0.09%

2.06%

Home Equity and Other Consumer

2,311

24.3%

0.46%

0.21%

0.76%

Residential Mortgage

1,043

11.0%

1.35%

0.18%

2.84%

Indirect Consumer

642

6.8%

0.17%

0.37%

1.10%

Regency Finance

180

1.9%

3.94%

3.74%

3.53%

Commercial Leases

159

1.7%

0.46%

0.18%

0.91%

Florida

39

0.4%

24.07%

0.75%

24.07%

Other

45

0.5%

0.00%

2.27%

0.08%

Total

$9,506

100.0%

0.95%

0.28%

1.28%

Consumer

finance

business

with

over

80

years

of

consumer

lending

experience

Credit quality: 2013 Full Year net charge-offs to average loans of 3.74%

Returns: 2013 Full Year: ROA 3.98%, ROE 42.64%, ROTE 47.79%

Regency Finance Company Profile

(1)

Return on average tangible common equity (ROTCE) is calculated by dividing net income less

amortization of intangibles by average common equity less average intangibles.

40

Regency Finance Company

$180 Million Loan Portfolio

85% of Real Estate Loans are First Mortgages

61%

24%

15%

Direct

Real Estate

Sales Finance

Ohio

Pennsylvania

Kentucky

72 Locations

Spanning Four

States

Tennessee

Regional Peer Group Listing

41

Ticker

Institution

Ticker

Institution

ASBC

Associated Bancorp

ONB

Old National Bancorp

AF

Astoria Financial Corporation

PVTB

Private Bancorp, Inc.

CBSH

Commerce Bancshares, Inc.

SUSQ

Susquehanna Bancshares, Inc.

FMER

First Merit Corp.

UMBF

UMB Financial Corp.

FULT

Fulton Financial Corporation

VLY

Valley National Bancorp

MBFI

MB Financial, Inc

WBS

Webster Financial Corporation

NPBC

National Penn Bancshares, Inc.

WTFC

Wintrust Financial Corporation

GAAP to Non-GAAP Reconciliation

42

Quarterly and Full Year

Non-GAAP Reconciliation

December 31, 2013

September 30, 2013

December 31, 2012

2013

2012

2011

2010

Operating net income

Net income

$28,439

$31,634

$28,955

$117,804

$110,410

$87,047

$74,652

Add: Merger and severance costs, net of tax

2,599

593

(3)

5,336

5,203

3,238

402

Add: Litigation settlement accrual, net of tax

-

-

1,950

-

1,950

-

-

Add: Branch consolidation costs, net of tax

-

-

1,214

-

1,214

-

-

Add: Debt redemption costs, net of tax

1,412

-

-

1,412

-

-

-

Less: Gain on extinguishment of debt, net of tax

-

-

-

(1,013)

-

-

-

Less: Gain on sale of building, net of tax

-

-

-

-

(942)

-

-

Less: One-time pension expense credit, next of tax

-

-

-

-

-

-

(6,853)

Operating net income

$32,450

$32,228

$32,116

$123,540

$117,835

$90,285

$68,201

Operating diluted earnings per share

Diluted earnings per share

$0.18

$0.22

$0.21

$0.80

$0.79

$0.70

$0.65

Add: Merger and severance costs, net of tax

0.02

0.00

(0.00)

0.04

0.04

0.02

0.00

Add: Litigation settlement accrual, net of tax

-

-

0.01

-

0.01

-

-

Add: Branch consolidation costs, net of tax

-

-

0.01

-

0.01

-

-

Add: Debt redemption costs, net of tax

0.01

-

-

0.01

-

-

-

Less: Gain on extinguishment of debt, net of tax

-

-

-

(0.01)

-

-

-

Less: Gain on sale of building, net of tax

-

-

-

-

(0.01)

-

-

Less: One-time pension expense credit, next of tax

-

-

-

-

-

-

(0.05)

Operating diluted earnings per share

$0.21

$0.22

$0.23

$0.84

$0.84

$0.72

$0.60

Operating return on average tangible common equity

Operating net income (annualized)

$128,744

$127,859

$127,763

$123,539

$117,835

$90,285

$68,201

Amortization of intangibles, net of tax (annualized)

6,045

5,330

5,645

5,465

5,801

4,698

4,364

$134,789

$133,189

$133,408

$129,004

$123,635

$94,983

$72,565

Average shareholders' common equity

$1,623,543

$1,475,751

$1,400,429

$1,496,544

$1,376,493

$1,181,941

$1,057,732

Less: Average intangible assets

804,098

748,592

715,962

752,894

717,031

599,851

564,448

Average tangible common equity

$819,446

$727,159

$684,467

$743,651

$659,462

$582,089

$493,284

Operating return on average tangible common equity

16.45%

18.32%

19.49%

17.35%

18.75%

16.32%

14.71%

Operating return on average tangible assets

Operating net income (annualized)

$128,744

$127,859

$127,763

$123,539

$117,835

$90,285

$68,201

Amortization of intangibles, net of tax (annualized)

6,045

5,330

5,645

5,465

5,801

4,698

4,364

$134,789

$133,189

$133,408

$129,004

$123,635

$94,983

$72,565

Average total assets

$13,456,936

$12,615,338

$11,988,283

$12,640,685

$11,782,821

$9,871,164

$8,906,734

Less: Average intangible assets

804,098

748,592

715,962

752,894

717,031

599,851

564,448

Average tangible assets

12,652,838

$         

11,866,746

$         

11,272,320

$        

11,887,792

$     

11,065,789

$     

9,271,313

$       

8,342,286

$       

Operating return on average tangible assets

1.07%

1.12%

1.18%

1.09%

1.12%

1.02%

0.87%

For the Quarter Ended

Year Ended December 31,