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): March 5, 2015

_______________

COMMUNITYONE BANCORP

(Exact name of registrant as specified in its charter)

                    North Carolina                 000-13823                    56-1456589

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

1017 East Morehead Street, Charlotte North Carolina 28204

(Address of principal executive offices)

Registrant's telephone number, including area code: (336) 626-8300

N/A

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

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

[	]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[	]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[	]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[	]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.    Regulation FD Disclosure.

Robert L. Reid, President/Chief Executive Officer, David L. Nielsen, Chief Financial Officer, Neil W. Machovec, Chief Credit Officer, and Beth S. DeSimone, General Counsel of CommunityOne Bancorp (the "Company") are scheduled to provide certain investor presentations beginning on March 5, 2015.

A copy of the slide presentation prepared for use by the Company for these presentations is furnished as Exhibit 99.1 to this report. The information in the presentation is presented as of the date of this Report on Form 8-K, and the Company does not assume any obligation to update the information in the future.

The information in this Report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by referenced in filings under the Securities Act of 1933.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description

99.1         CommunityOne Bancorp Investor Presentation, dated March 2015.

SIGNATURE

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

March 5, 2015	COMMUNITYONE BANCORP
(Date)	(Registrant)
	/s/ David L. Nielsen
	David L. Nielsen
	Chief Financial Officer

EX-99.1

CommunityOne Bancorp Investor Presentation March 2015

Forward Looking Statements & Other Information Forward Looking Statements This presentation contains certain forward-looking statements within the safe harbor rules of the federal securities laws. These statements generally relate to COB’s financial condition, capital resources, results of operations, plans, goals, objectives, future performance or business. They usually can be identified by the use of forward-looking terminology, such as “believes,” “expects,” or “are expected to,” “plans,” “projects,” “goals,” “estimates,” “may,” “should,” “could,” “would,” “intends to,” “outlook” or “anticipates,” or variations of these and similar words, or by discussions of strategies that involve risks and uncertainties. Forward looking statements are subject to risks and uncertainties, including but not limited to, those risks described in COB’s Annual Report on Form 10-K for the year ended December 31, 2013 under the section entitled “Item 1A, Risk Factors,” and in the Quarterly Reports of Form 10-Q and other reports that are filed by COB with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which are subject to numerous assumptions, risks and uncertainties, and which change over time. These forward-looking statements speak only as of the date of this presentation. Actual results may differ materially from those expressed in or implied by any forward looking statements contained in this presentation. We assume no duty to revise or update any forward-looking statements, except as required by applicable law. Non-GAAP Financial Measures In addition to the results of operations presented in accordance with Generally Accepted Accounting Principles (GAAP), COB management uses and this presentation contains or references, certain non-GAAP financial measures, such as pre-credit and non-recurring (PCNR) earnings, PCNR noninterest income, PCNR noninterest expense, and tangible shareholders’ equity. COB believes these non-GAAP financial measures provide information useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparisons with the performance of others in the financial services industry; however, these non-GAAP financial measures should not be considered an alternative to GAAP. The non-GAAP financial measures contained within this presentation should be read in conjunction with the audited financial statements and analysis as presented in COB’s Annual Report on Form 10-K as well as the unaudited financial statements and analyses as presented in COB’s Quarterly Reports on Form 10-Q. A reconciliation of non-GAAP measures to the most directly comparable GAAP measure is included within tables in the presentation or with the appendix to this presentation. 2

– Commercial origination resources focused on Charlotte, Greensboro, Hickory and Raleigh – Deep experience in Charlotte Metro Market – SBA bankers located in Charlotte – Non-branch retail mortgage channel with resources in Charlotte and Raleigh  Exposure to fastest growing markets in North Carolina Value Drivers 3 – Management team has average banking experience of 30 years – Balance of organic growth and M&A / integration expertise  Experienced Management – Growing loans and net interest income  12% loan growth and 15% organic loan growth rates in 2014  Generating above peer loan growth by adding banking talent and expanding into new geographic markets via LPOs – 7% 2014 expense reduction through branch consolidation, automation and staffing, problem asset reduction, regulatory cost reduction, and vendor contract renegotiation – 2014 investments in fee income generation in SBA Lending, Wealth, Mortgage and Treasury Management platforms  Accelerating Organic Performance

Value Drivers 4 – Stock trades at TBV, a significant discount to peer valuation metrics – $1-3 billion peers currently trade at 128% of tangible book value – Larger peers trade at higher multiples - $3-5 billion peers trade currently at 174% of TBV  Attractive Current Valuation – 11.65% TCE/TA ratio; 9.8% Tier 1 Leverage ratio – $25 million 4Q capital raise and $142.5 million DTA reserve reversal – Strong regulatory relationships – Disciplined M&A accelerates and augments value creation  Enhances TBV growth  Accelerates multiple expansion  Platform for Disciplined Acquisition – Multi-generational customer relationships - CommunityOne Bank founded in 1907 and Bank of Granite in 1906 – $41 million pro forma average branch size – High quality, low cost deposit franchise – Low cost core grew 3% in 2014 – Average cost of interest bearing deposits of 47 bps in 4Q – Cost of all deposit funding of 39 bps in 4Q  Low cost stable deposit base

 Driven by loan growth – Total loan growth 10-12% – Efficient balance sheet fully invested – Expansion of non-branch retail mortgage channel – Loans to deposits ratio in mid 80% range by year-end  Earning asset growth  Driven by core deposit growth – Commercial deposit growth based on Treasury Management products – Low cost core growth based on customer relationship expansion – Enhanced focus and disciplined deposit campaigns – Investments in Online and Mobile platforms  Continued deposit growth  Pursue attractive M&A opportunities – EPS accretion – Minimal dilution  Explore M&A opportunities  Capitalize on 2014 expense reduction efforts – NIE / average assets ratio of 3.1% for 2015 – Closing 6 branches in 1Q 2015 – Monetize vendor contract re-negotiations  Monetize expense efforts Key Objectives for 2015 5  Driven by mortgage business growth – 10-12% growth – Expansion of non-branch retail mortgage channel – SBA business expansion – Wealth platform additions – Service charge income initiatives  Enhanced fee income

Experienced Management Team 6 Bob Reid President / Chief Executive Officer Dave Nielsen Chief Financial Officer Beth DeSimone General Counsel and Chief Risk Officer Neil Machovec Chief Credit Officer Maggie Norris Chief Operating Officer Pam Frey Consumer Banking Executive Greg Heaton Commercial Banking Executive Mark Hensley Mortgage Banking Executive Scott Kittrell Wealth Executive 37 years of banking experience as senior executive at First Union/Wachovia/Wells Fargo including President of Tennessee, Pennsylvania/Delaware and NY/NJ/Connecticut regions, President of Retirement & Investment Products and Head of Real Estate. 28 years experience, 25 years at Arnold & Porter in the Corporate and Financial Institution area. DeSimone's private practice experience concentrated on regulatory matters, mergers and acquisitions and consumer banking issues. 28 years of combined financial services experience at Interstate Johnson Lane, Wachovia and CommunityOne including Regional President, Director of Operations and Managing Director of CommunityOne Wealth. 38 years of banking experience, including Small Business Risk Management Executive and Commercial Card Risk Executive at Bank of America and Director of Credit Policy and Risk Management at HSBC Mortgage Services. 29 years of banking experience at Price Waterhouse Coopers and First Union/Wachovia/Wells including finance, loan operations management , treasury product management and merger integration. 31 years of banking experience as senior leader at First Union/Wachovia/Wells Fargo including Regional President roles in Pennsylvania, Delaware, New Jersey, and Virginia. 26 years banking experience in production and management roles at SunTrust in retail, business banking, commercial real estate, commercial, and middle market banking. 34 years of banking experience primarily focused in the area of residential mortgage lending; also, served previously as the Chief Banking Officer at CommunityOne. Prior to CommunityOne was the Georgia/Florida Regional Mortgage Sales Manager with Wachovia. 26 years of banking and financial services experience at KPMG, First Union/Wachovia/Wells Fargo including Wholesale Integration Manager for the Wells Fargo/Wachovia Merger, and COO of Corporate and Investment Banking.  30 years of average experience in management team  Balance of larger bank and community bank backgrounds  M&A and integration capabilities

Attractive Lending Franchise  NC projected to be second fastest growing SE state over next 5 years  Four metro markets represent 72% of our organic loan portfolio – 3 of 4 markets growing faster than projected 5 year U.S. growth rates – All 4 are in top 7 in NC  Experienced origination teams in key growth markets – Charlotte – 44% growth – Raleigh – 8% growth – Hickory – 7% growth – Greensboro / WS – 2% growth  Full range of lending products – Commercial, SBA, Treasury, Consumer, Auto, Mortgage, Wealth – Commercial Real Estate including Builder Finance 7 44% 7% 2% 8% 5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 $400,000 Charlotte MSA Hickory MSA Greensboro & WS MSAs Raleigh & Durham MSAs Non Metro MSAs Non Metro Loan Portfolio Metro Loan Portfolio 2014 Growth Rate 2014 Organic Loan Portfolio and Growth Rates by MSA 5 year Projected Growth Total 2014 Population Population Rank in NC 1 Charlotte MSA 6.3% 2,337,694 1 Raleigh & Durham MSAs 7.5% 1,750,092 2 Greensboro and W-S MSAs 3.7% 1,397,316 3 Hickory MSA 1.2% 364,754 7 North Carolina 4.8% United States 3.5% Source: SNL Financial 1 Excludes Virginia Beach, VA MSA

Driving Accelerated Loan Growth  Total loans grew $145.5 million in 2014; growth rate of 12%  Commercial loan growth especially strong – Commercial and CRE grew $92.5 million, or 25%  Organic loans (excluding purchased residential loans) grew $188.6 million; 22% growth rate  Total pass rated loans grew by $183.8 million; 17% growth rate  Non-pass rated loans continue to contract, by $38.3 million, or 27% during 2014 8 Quarterly Loan Portfolio Mix 1,212,248 1,219,785 1,269,865 1,318,117 1,357,788 -5.00% 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% $ $300,000 $600,000 $900,000 $1,200,000 $1,500,000 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Commercial RE Construction Consumer/HELOC 1-4 Family Residential Purchased Residential Non pass loans Total Loans Organic Growth Rate Annualized Loan Portfolio Growth Rates By Category Dollars in thousands 4Q 2013 4Q 2014 $ % Commercial and Commercial Real Estate 374,938$ 467,432$ 92,493$ 25% RE Construction 50,137 68,995 18,858 38% Consumer/HELOC 186,899 217,258 30,359 16% 1-4 Family Residential 244,803 291,712 46,909 19% Pass Rated Organic Loans 856,778 1,045,397 188,619 22% Purchased Resi Mortgage Loans 214,052 209,277 (4,775) (2%) Non Pass Rated Organic Loans 141,418 103,113 (38,304) (27%) Total Loans 1,212,248$ 1,357,788$ 145,540$ 12% Total Organic Loans 998,196 1,148,511 150,315 15% Total Pass Rated Loans 1,070,830 1,254,675 183,844 17% 2014 Growth

Attractive and Growing Core Deposit Franchise  Total deposits increased by 3% in 2014  High quality, low cost core deposit base – $41 million pro forma average deposits / branch – 39 bps cost of all deposits – Core deposit base is 83% of total deposits at year end 2014  Core deposits grew 3% – Includes impact of closure of 3 branches in 1Q 2014 9 1,748,705 1,767,930 1,763,765 1,758,930 1,794,420 $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 $1,400,000 $1,600,000 $1,800,000 $2,000,000 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Noninterest-bearing demand Interest-bearing demand Savings Money market Brokered Time deposits < $100,000 Time deposits > $100,000 Total deposits Co re No n- Co re Quarterly Deposit Trend and Mix Branches Branches Closing in 1Q 2015 Loan Production Office

Enhanced Earnings Momentum  6th consecutive profitable quarters  Net income of $144.6 million in 4Q – $2.1 million pre tax net income – $3.7 million pre tax net income net of $1.6 million in 4Q branch closure costs – PCNR earnings of $2.9 million, 44% increase over 3Q  Release of $142.5 million of valuation allowance on DTA – $1.3 million remaining  Net interest income grew 6% in 4Q – NIM of 3.49% vs. 3.38% in 3Q 10 Quarterly Results Results of Operations Dollars in thousands 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Net interest income 16,464$ 15,479$ 15,718$ 15,848$ 16,721$ Recovery of provision (provision) for loan losses (1,820) 684 1,685 1,679 1,323 Noninterest income 4,147 3,943 4,893 3,985 4,543 Noninterest expense 17,550 18,806 19,268 20,015 20,446 Net income before tax 1,241 1,300 3,028 1,497 2,141 Income tax benefit (expense) 1,049 (23) (236) 276 142,475 Net income 2,290 1,277 2,792 1,773 144,616 PCNR earnings 1 3,808$ 1,642$ 2,551$ 2,013$ 2,906$ 1 Non-GAAP measure. See Appendix for reconciliation to GAAP presentation. 2014 Net Interest Income Trend 2014 PCNR Earnings Trend $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 1Q 2014 2Q 2014 3Q 2014 4Q 2014 $14,800 $15,100 $15,400 $15,700 $16,000 $16,300 $16,600 $16,900 1Q 2014 Q 2014 3Q 2014 4Q 2014

Noninterest Income Growth Drivers  Excluding securities gains, PCNR noninterest income quarterly run rate increased 10% from 1st to 4th quarter in 2014 – 2015 forecast of 10-12% growth  Cardholder and merchant services income grew 6% from 2013 on transactional growth and enhanced revenue sharing with third party vendor  Mortgage investments in 2014 and 2015 – New non-branch origination channel – Additional branch channel resources  Wealth Division fees grew 15% in 2014 on increased investment sales and investment management fees – Assets under management grew 14% in 2014 to $215 million  2 SBA resources hired in Charlotte in late 2014  Initiatives in process to enhance service charges 11 2014 PCNR Noninterest Income Trend 2,046 2,026 1,946 2,040 174 261 205 241 1,113 1,209 1,183 1,298 358 399 344 394252 278 273 3503,943 4,173 3,951 4,323 $0 $750 $1,500 $2,250 $3,000 $3,750 $4,500 $5,250 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Service charges and other fee income Mortgage loan income Cardholder and merchant services income Trust and investment services Bank-owned life insurance Total

Continued Expense Management  Total noninterest expenses reduced 7% in 2014  Rationalized branch structure and efficiency – Closed 19 branches since recap  FTE’s reduced 9% since 2012 – Implemented branch staffing model  Vendor contract re- negotiation in Credit/Debit card processing and Merchant Services  Reductions in regulatory costs associated with improvements in capital and asset quality  Reduced credit related expenses 12 $68,000 $69,000 $70,000 $71,000 $72,000 $73,000 $74,000 $75,000 2012 2013 2014 3 year PCNR NIE Trend 627 596 568 500 520 540 560 580 600 620 640 4Q 2012 4Q 2013 4Q 2014 3 Year 4Q FTE Trend Annual Results Noninterest Expense Dollars in thousands 2012 2013 2014 Personnel expense 40,051$ 40,661$ 43,682$ Net occupancy expense 6,461 6,391 6,112 Furniture, equipment and data processing expense 8,721 8,638 8,336 Professional fees 5,266 3,100 2,470 Stationery, printing and supplies 637 644 646 Advertising and marketing 957 1,135 716 Other real estate owned expense 27,883 4,138 1,758 Credit/debit card expense 1,717 2,143 2,287 FDIC insurance 3,499 2,643 2,068 Loan collection expense 3,274 4,333 1,576 Merger-related expense 3,241 3,498 - Core deposit intangible amortization 1,407 1,407 1,407 Other expense 7,092 5,750 7,477 Total noninterest expense 110,206$ 84,481$ 78,535$ PCNR noninterest expense 1 74,215$ 71,708$ 71,044$ 1 Non-GAAP measure. See Appendix for reconciliation.

$35 $34 $32 $28 $25 $28 $25 $22 $20 $20 $0 $10 $20 $30 $40 $50 $60 $70 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 M ill io ns o f D ol la rs Nonperforming loans OREO and foreclosed assets $46 $43 $41 $36 $40 $96 $91 $80 $73 $63 $0 $25 $50 $75 $100 $125 $150 $175 $200 4Q 2013 1 2014 2 2014 3 2014 4 2014 M ill io ns o f D ol la rs Special Me tion Loa s Classified Loans Credit Risk Well Managed 13 Quarterly Asset Quality Trends 27% decline 28% decline Quarterly Asset Quality Dollars in thousands 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Allowance for loan losses (ALL) 26,785$ 26,039$ 23,975$ 21,525$ 20,345$ Nonperforming loans to total loans 2.9% 2.8% 2.5% 2.2% 1.9% Nonperforming assets to total assets 3.2% 2.9% 2.7% 2.4% 2.1% Annualized net charge-offs (recoveries) to avg. loans 0.14% 0.02% 0.12% 0.24% (0.04%) Allowance for loan loss to total loans 2.21% 2.13% 1.89% 1.63% 1.50%  Asset quality improvement across all measures  Portfolio construction approach – 50% consumer purpose risk (including residential mortgages) – 50% commercial purpose risk (30% C&I, 20% CRE)  Loan portfolio concentrations – Approved by the Board annually; reviewed monthly by Credit – Targets expressed as % of Risk Based Capital plus the ALL – C&I - 10 sub segments – CRE - 11 sub segments – Consumer - 10 sub segments  Credit Risk/ Line of Business Partnership – Credit Risk team is independent of production units – Credit Officers embedded locally in line of business units – Credit risk must approve all credit exposure > $100 thousand  Top 50 Relationships – 60% of relationships established since re-cap; New relationships represent 70% of Top 50 dollars and 13% of year end 2014 loan portfolio – Improved asset quality

0 5 10 15 20 $0.1 - 0.5 B $0.5 - 1.0 B $1.0 - 2.0 B North Carolina P / TB <1.2x Strategic M&A Opportunities  Virginia, North Carolina and South Carolina market focus  Asset size less than $1 billion  Price to tangible book multiples of <120%  EPS accretive  Minimal dilution and reasonable earn back periods 14 Banks in NC 0 10 20 30 40 $0.1 - 0.5 B $0.5 - 1.0 B $1.0 - 2.0 B Virginia P / TB <1.2x Banks in VA 0 5 10 15 20 $0.1 - 0.5 B $0.5 - 1.0 B $1.0 - 2.0 B South Carolina P / TB <1.2x Banks in SC Source: SNL Financial

15 Investor Contacts Bob Reid President / Chief Executive Officer Dave Nielsen Chief Financial Officer Neil Machovec Chief Credit Officer Beth DeSimone General Counsel 1017 East Morehead Street Suite 200 Charlotte, NC 28204 800-873-1172 www.community1.com

Appendix 16

Non-GAAP Measures - Quarterly 17 Reconciliation of Non-GAAP Measures Dollars in thousands 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Net income 2,290$ 1,277$ 2,792$ 1,773$ 144,616$ Less taxes, credit costs and nonrecurring items: Income tax benefit (expense) 1,049 (23) (236) 276 142,475 Gain on sales of securities - - 720 34 220 Other real estate owned recovery (expense) (21) (261) (954) 29 (572) Recovery of (Provision for) loan losses (1,820) 684 1,685 1,679 1,323 Mortgage and litigation recovery (accrual) - 75 (7) - - Loan collection expense (548) (657) (551) (198) (170) (178) (183) (7) - (1,566) US Treasury sale expenses - - (409) - - Rebranding expense - - - - - CEO severance expense - - - (2,060) - PCNR earnings (Non-GAAP) 3,808$ 1,642$ 2,551$ 2,013$ 2,906$ Branch closure/restructuring expense (recovery) Reconciliation of Non-GAAP Measures Dollars in thousands 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Book Value (Shareholders' equity) 80,361$ 85,331$ 92,697$ 94,490$ 266,916$ Less: Goodwill (4,205) (4,205) (4,205) (4,205) (4,205) Core deposit and other intangibles (6,914) (6,597) (6,296) (5,986) (5,681) 69,242$ 74,529$ 82,196$ 84,299$ 257,030$ Tangible book value (Tangible shareholders' equity) (Non-GAAP) Quarterly Results on terest Income Dollars in thousands 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Service charges on deposit accounts 1,798$ 1,564$ 1,619$ 1,583$ 1,585$ Mortgage loan inc me 235 174 261 205 241 Cardholder and merchant services income 1,127 1,113 1,209 1,183 1,298 Trust nd investment ervices 341 358 399 344 394 Bank-owned life insurance 267 252 278 273 350 Other service charges, commissions and fees 356 352 332 290 366 Securities gains, net - - 720 34 220 Other income 23 130 75 73 89 Total noninterest income 4,147$ 3,943$ 4,893$ 3,985$ 4,543$ Less: Securities gains, net - - 720 34 220 PCNR noninterest income 1 4,147$ 3,943$ 4,173$ 3,951$ 4,323$ 1 Non-GAAP measure. Reconciliation included in this table. Quarterly Results Noninterest Expense Dollars in thousands 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 Personnel expense 9,512$ 10,393$ 9,956$ 12,616$ 10,717$ Net occupancy expense 1,331 1,553 1,512 1,521 1,526 Furniture, equipment and data processing expense 2,126 2,003 2,047 2,208 2,078 Professional fees 625 633 467 699 671 Stationery, printing and supplies 135 162 173 149 162 Advertising and marketing 141 153 147 142 274 Other real estate owned expense (recovery) 21 261 954 (29) 572 Credit/debit card expense 618 595 604 520 568 FDIC insurance 663 639 595 412 422 Loan collection expense 548 657 551 198 170 Core deposit intangible amortization 351 352 352 352 351 Other expense 1,479 1,405 1,910 1,227 2,935 Total noninterest expense 17,550$ 18,806$ 19,268$ 20,015$ 20,446$ Less: Other real estate owned expense (recovery) 21$ 261$ 954$ (29)$ 572$ US Treasury sale expenses - - 409 - - Loan c lle tion expense 548 657 551 198 170 Branch cl su e/restructuring expense (recovery) 178 183 7 - 1,566 Mortgage and litigation accrual (recovery) - (75) 7 - - CEO Severance expense - - - 2,060 - Rebranding expense - - - - - PCNR noninterest expense 1 16,803$ 17,780$ 17,340$ 17,786$ 18,138$ Average Quarterly FTE Employees 596 576 558 568 568 1 Non-GAAP measure. Reconciliation included in this table.  Reconciliation of non-GAAP measures to the most directly comparable GAAP measure

Non-GAAP Measures - Annual 18 Reconciliation of Non-GAAP Measures - Full Year Dollars in thousands 2012 2013 2014 Net income (loss) (40,005)$ (1,483)$ 150,458$ Less taxes, credit costs and nonrecurring items: Income tax benefit (expense) 1,039 (1,326) 142,492 Gain on sales of securities 4,121 2,772 974 Other real estate owned recovery (expense) (27,883) (4,138) (1,758) Recovery of (Provision for) loan losses (14,049) (523) 5,371 Mortgage and litigation recovery (accrual) (1,100) 487 68 Loan collection expense (3,274) (4,333) (1,576) Branch closure/restructuring expense (recovery) (96) (675) (1,756) US Treasury sale expenses - - (409) Rebranding expense (397) (616) - CEO severance expense - - (2,060) Merger-related expense (3,241) (3,498) - Loss from discontinued operations, net of tax (27) - - PCNR earnings (Non-GAAP) 4,902$ 10,367$ 9,112$ R conciliation of Non-GAAP Measures - Full Year Dollars in thousands 2012 2013 2014 Book Valu (Shareholders' equity) 98,445$ 80,361$ 266,916$ Less: Goodwill (4,205) (4,205) (4,205) Core deposit and other intangibles (7,495) (6,914) (5,681) 86,745$ 69,242$ 257,030$ Tangible book value (Tangible shareholders' equity) (Non-GAAP)  Reconciliation of non-GAAP measures to the most directly comparable GAAP measure Annual Result Nonintere t Income Dollars in thousands 2012 2013 2014 S rvi e charg s on deposit accounts 7,080$ 6,7 4$ 6,351$ Mortgage loan income 2,065 2,319 881 Cardholder and merc ant servic s income 4,579 4,531 4,803 Trust and investment services 1,036 1,305 1,495 Bank-owned life ins rance 1,195 1,073 1,153 Other service charges, commissions and fees 1,128 1,315 1,340 Securities gains, net 121 2 772 974 Other income 754 385 367 Total noninterest income 21,958$ 20,414$ 17,364$ Less: Securities gains, net 4,121 2,772 974 PCNR noninterest income 1 17,837$ 17,642$ 16,390$ Annual Results PCNR Noninterest Expense Dollars in thousands 2012 2013 2014 Personnel expense 40,051$ 40,661$ 43,682$ Net occupancy expense 6,461 6,391 6,112 Furniture, equipment and data processing expense 8,721 8,638 8,336 Professional fees 5,266 3,100 2,470 Stationery, printing and supplies 637 644 646 Advertising and marketing 957 1,135 716 Other real estate owned expense 27,883 4,138 1,758 Credit/debit card expense 1,717 2,143 2,287 FDIC insurance 3,499 2,643 2,068 Loan collection expense 3,274 4,333 1,576 Merger-related expense 3,241 3,498 - Core deposit intangible amortization 1,407 1,407 1,407 Other expense 7,092 5,750 7,477 Total noninterest expense 110,206$ 84,481$ 78,535$ Less: Other r al estate owned expense 27,883$ 4,138$ 1,758$ Merger-related expense 3,241 3,498 - US Treasury sale expenses - - 409 Loa co l ction expense 3,274 4,333 1,576 Branch closure/restructuring expense (recovery) 96 675 1,756 Mortgage and litigation accrual (recovery) 1,100 (487) (68) CEO Severance expense - - 2,060 Rebranding expense 397 616 - PCNR noninterest expense 1 74,215$ 71,708$ 71,044$