8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) July 28, 2006

FNB United Corp.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	0-13823	56-1456589
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Sunset Avenue, Asheboro, North Carolina	27203
(Address of Principal Executive Offices)	(Zip Code)

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 (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))

Item 7.01.  Regulation FD Disclosure.

On August 2, 2006, FNB United Corp. is to make a presentation at the Keefe, Bruyette & Woods Community Bank Investor Conference in New York, New York. The presentation will include information about FNB United, its business, recent financial performance and core strategies. FNB United’s presentation materials are furnished as Exhibit 99.1 hereto and are incorporated by reference into this Item 7.01. FNB United assumes no obligation to update such presentation materials in the future.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing made by FNB United under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1 Presentation materials

This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of FNB United’s goals and expectations regarding earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or including the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of FNB United’s management and are subject to significant risks and uncertainties that are subject to change based on various factors, many of which are beyond FNB United’s control.

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.

		FNB UNITED CORP.
Date: July 28, 2006	By	/s/ Jerry A. Little
		Jerry A. Little Treasurer and Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Presentation materials

EX-99.1

Keefe, Bruyette & Woods

Keefe, Bruyette & Woods

Community Bank Investor Conference

Community Bank Investor Conference

New York City

New York City

August 1 & 2, 2006

August 1 & 2, 2006

Yes You Can

®

Exhibit 99.1

Forward-Looking Statements

FNB United Corp. has made forward-looking statements in the

accompanying presentation materials that are subject to risks

and uncertainties.  These statements are based on the beliefs

and assumptions of the management of FNB United Corp., and

on the information available to management at the time the

presentation materials were prepared.  These forward-looking

statements involve certain risks and uncertainties, including a

variety of factors that may cause FNB United Corp’s actual

results to differ materially from the anticipated results or other

expectations expressed in such forward-looking statements. 

Readers are cautioned not to place undue reliance on these

forward-looking statements and are advised to carefully review

the risk factors described in other documents that FNB United

Corp. files from time to time with the Securities and Exchange

Commission, including the Quarterly Reports on Form 10-Q, the

Annual Report on Form 10-K, and other required filings.

Overview

Yes You Can

®

•Annual Cash Dividend

–Market Cap (est. July 21, 2006)

–Shares Outstanding

–Assets

•Numbers**

•NASDAQ NM Symbol

•Headquarters

$0.62

$ 201 Million

11.2  Million

$1.82 Billion

FNBN

Asheboro, NC

**Unaudited, including recent Integrity merger

Company Facts

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Corporate Structure

FNB

UNITED

CORP. (NC)

Founded May 1985*

First National Bank

and Trust Company *

Founded December 1907

Dover Mortgage Company

Founded May 1986

Acquired by FNB April 2003

*Acquisitions:

Richmond Savings Bank –

April 2000

Rowan Bank –

August 2002

Alamance & Hillsborough Banks –

November 2005

Integrity Financial, Inc. –

April 2006

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Service Areas

6

Major Loan Classifications

8%

5%

21%

21%

25%

20%

Commercial/Industrial

Residential Real Estate

Commercial Real Estate

RE Construction and Development

Home Equity Line

Consumer

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Major Funding Classifications

6%

52%

12%

20%

10%

DDA

NOW

MM,SAV,Repo

CD / IRA

FHLB

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Investor

Opportunity

Yes You Can

®

Yes We Can

®

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Investor Opportunity

•

Good Markets / Good State

•

Possess Components Required for

Sustainable, Profitable Growth

•

Good Franchise Value Elements

•

Current Below-Market Valuation

Investor Opportunity

10.8

18.2

3.30

1.53

Current Dividend Yield (%)

Price / LTM EPS (X)

FNB United

Corp.

FNB United

Corp.

Peer Group*

Peer Group*

*SNL

Data

-

Nationwide

Banks

between

$1

Billion

and

$2.5

billion

as

of

7/20/2006

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Investor Opportunity

218.0

202.0

102.0

169.0

Price / Book (%)

Price / Tangible Book (%)

FNB United

Corp.

FNB United

Corp.

*SNL

Data

-

Nationwide

Banks

between

$1

Billion

and

$2.5

billion

as

of

7/20/2006

Peer Group*

Peer Group*

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Operating

Performance

Yes We Can

®

Asset Growth

754

773

863

1102

2002

2003

2004

2005

Q2-06

(Millions)

Unaudited

1816

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

502

552

665

813

2002

2003

2004

2005

Q2-06

Loan Growth

(Millions)

1289

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Unaudited

Deposit Growth

592

598

660

842

1,404

2002

2003

2004

2005

Q2-06

(Millions)

unaudited

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

8,200

8,400

6,598

9,937

6,710

2002

2003

2004

2005

Q2-06

Net Income

unaudited

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Earnings Per Share

1.58

1.43

1.13

1.69

0.83

2002

2003

2004

2005

Q2-06

unaudited

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Return On Assets

1.25%

1.07%

0.80%

1.06%

1.00%

2002

2003

2004

2005

2006

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Annualized

Returns On Equity

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Annualized

12.82%

14.05%

10.66%

13.29%

8.00%

10.00%

11.25%

14.36%

9.49%

16.89%

2002

2003

2004

2005

2006

Return on Equity

Return on Tangible Equity

Dividend History

0.33

0.38

0.45

0.51

0.51

0.53

0.58

0.59

0.60

0.62

96

97

98

99

00

01

02

03

04

05

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Franchise

Value

Yes We Can

®

Strong Points

Consistent Financial Performance

Long Term Earnings Focus

Growth Orientation

Good Markets / Good State

De Novo Offices

Selective Prudent Acquisitions

Productive lines of business

“YES!”

Branding Program

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Franchise Growth

•

United Financial, Inc. -

$150 MM Company                      

HQ in Graham, NC

•

Integrity Financial Inc. -

$666 Million Company             

HQ in Hickory, NC

•

New Corp Name: FNB UNITED CORP.

•

Assets: $1.8 Billion

•

Loans: $1.3 Billion   -

Deposits: $1.4 Billion

•

Top 8 in North Carolina Banks in Assets and Deposits

•

43 Banking Offices in 31 Communities in 17 Growing

Counties

Recent Acquisitions:

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Franchise Growth

25

No. of Branches -

2

Deposits –

$88,261

Deposit Market Share –4.31%

Total Population –

139,820

Median Household Income -

$43,980

No. of Branches -

1

Deposits –

$24,109

Deposit Market Share –

1.46%

Total Population –

128,725

Median Household Income -

$50,249

Franchise Growth

United Financial, Inc. 

(Alamance and Hillsborough Banks)

26

No. of Branches -

4

Deposits –

$197,240

Deposit Market Share –

8.96%

Total Population –

152,680

Median Household Income -

$45,616

No. of Branches -

5

Deposits –

$173,523

Deposit Market Share –

9.14%

Total Population –

196,927

Median Household Income -

$44,583

No. of Branches -

2

Deposits –

$39,027

Deposit Market Share –

2.24%

Total Population –

141,404

Median Household Income -

$47,360

Franchise Growth

First Gaston Bank

Catawba Valley Bank

27

No. of Branches -

1

Deposits –

$13,734

Deposit Market Share –

2.01%

Total Population –

45,358

Median Household Income -

$37,314

No. of Branches -

1

Deposits –

$15,568

Deposit Market Share –

3.44%

Total Population –

25,767

Median Household Income -

$32,348

No. of Branches -

3

Deposits –

$90,229

Deposit Market Share –

13.06%

Total Population –

67,399

Median Household Income –

$38,011

Franchise Growth

No. of Branches -

1

Deposits –

$19,556

Deposit Market Share –

6.17%

Total Population –

35,727

Median Household Income -

$43,457

Northwestern Bank

28

Franchise Growth

*

* Proforma to include Integrity Financial

Deposit information by county 

29

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Positives of Acquisitions

•

FNB United -

Proven Acquirer and Integrator

•

Partners Bring Attractive Customer Base and Better

Markets -

Good Demographics

•

Merger Adds Scale And Brings New Product And

Service Opportunities In Growing Markets

•

Enhances Shareholder Value Through Increased

Earnings and Growth Opportunities

•

IT and Platform Systems Compatibility Lessens Risk

•

Franchise Will Accommodate Future Acquisitions

Following Integration

Franchise Growth

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Franchise Growth

Goodwill/Equity

Goodwill/Assets

TangEquity/TangAssets

Equity/Assets

Total Capital

Goodwill

Deposits

Assets

FNB United

Corp. (6/30/06)

FNB Corp.

(12/31/05)

59.04%

31.97%

6.65%

2.97%

4.94%

6.51%

11.26%

9.28%

204,474

102,315

120,714

32,707

1,403,998

841,609

1,816,493

1,102,085

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Fee Business

Not FDIC Insured -

May Lose Value -

Not Bank Guaranteed –

Not Deposit Accounts

Investment Management

Life and Long Term

Care Insurance

Trust and Estate Planning

Retirement Planning

Wealth Management

Wealth Management

Retail and Wholesale

New Growth Markets

Expanded Sales Focus

Dover Mortgage

Dover Mortgage

32

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

2,096

4,642

4,032

4,890

1,631

Gain on Sale of

Mortgages

1,399

1,293

1,535

1,414

566

Wealth

Management

3,517

6,057

5,419

4,949

3,740

Service/Activity

Fees

8,113

14,926

13,673

13,600

8,268

Total Non

Interest Income

Qtr 2 -

06

2005

2004

2003

2002

Growth in Non Interest Income

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

YES!

Branding

First National is the YES! Bank.  It is plainly stated in our

Yes you can

®

—Yes we can

®

trademarks.  It is reflected in

the design of our logo and corporate mascot, Jack.  And it is

repeated in our customer service programs, company spirit

campaigns and marketing messages.  But more than a motto,

YES!

is our promise to exceed your expectations through

better banking and outstanding service.  It empowers our

employees and describes who we are and what we do. 

Yes Customers Can.  Yes Communities Can.  Yes Schools

Can.  Yes Your Future Can.  Because We Can.

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Core

Strategies

Yes You Can

®

Yes We Can

®

Core Strategies

•

Credit Quality

•

Build Core Deposits Rationally

•

Continue to Build Performance/Service

Culture

•

Growth Strategy

•

Increased Penetration of Current

Markets

•

Complete Integration of Acquisitions

•

“YES!”®

Branding –

Yes You Can®

and

Yes We Can®

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

•

Individual Market Analysis

•

Checking Promotions –

over 14,000

New Accounts

•

Business DDAs

•

Cash Management –

REPO Sweeps

•

Non-Profit and Governmental

•

Targeted Certificates of Deposit

Core Deposit Emphasis

38

First National Center 

First National Center 

Salisbury, NC

Salisbury, NC

to open September 2006

to open September 2006

Growth Strategy

Growth Strategy

39

“Experience”

Retail Office

YES!

YES!

Education & Training

Performance Compensation

for STAKEHOLDERS™

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

•

Key to Integration !

Investor

Opportunity

Yes You Can

®

Yes We Can

®

Investor Opportunity

10.8

18.2

3.30

1.53

Current Dividend Yield (%)

Price / LTM EPS (X)

FNB United

Corp.

FNB United

Corp.

Peer Group*

Peer Group*

*SNL

Data

-

Nationwide

Banks

between

$1

Billion

and

$2.5

billion

as

of

7/20/2006

Overview

Investor Opportunity

Operating Performance

Franchise Value

Core Strategies

Contact Information

Michael C. Miller

Chairman and President

mmiller@MyYesBank.com

FNB United Corp.

101 Sunset Avenue

PO Box 1328

Asheboro, NC  27204

336.626.8300

Yes You Can

®

-

Yes We Can

®

Investor Fact Sheet

July 2006

FNB United Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company, First Gaston Bank, including its divisions Catawba Valley Bank and Northwestern Bank, and Dover Mortgage Company. Opened in 1907, First National (MyYesBank.com) operates 25 community YES! Banks in Archdale, Asheboro, Biscoe, Burlington, China Grove, Ellerbe, Graham, Greensboro, Hillsborough, Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Salisbury, Seagrove, Siler City, Southern Pines and Trinity. First Gaston Bank (firstgaston.com) commenced operations in 1995 and operates five community offices in Belmont, Dallas, Gastonia, Mt. Holly and Stanley. It also operates community offices as Catawba Valley Bank (catawbavalleybank.com) in Hickory, Mooresville,

Newton and Statesville and as Northwestern Bank of Wilkesboro (nwesternbank.com) in Boone, Millers Creek, Taylorsville, Wilkesboro and West Jefferson. Dover Mortgage Company (dovermortgage.com) operates 10 mortgage production offices in Carolina Beach, Charlotte, Goldsboro, Greensboro, Greenville, Lake Norman, Leland, Raleigh, Waxhaw and Wilmington. Through its subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. The Federal Deposit Insurance Corporation insures deposits up to applicable limits. Twentyfour hour banking is available through Plus and Star ATM networks, telephone account access and over the internet.

NASDAQ Trading Symbol Recent Price (07.21.2006) 52-Week Price Range YTD Diluted Earnings Per Share Current Quarterly Dividend Per Share Common Shares Outstanding (07.21.2006) Institutional Ownership Shareholder Relations Contact Investor Relations Contacts

FNBN $ 18.00 $ 17.35—$ 21.50 $ .83 $ .15 11.2 Million 7.13% Toni England Mike Miller, Larry Campbell

101 Sunset Avenue, Asheboro, NC 27203 • 800-873-1172 • www.MyYesBank.com

Year End Assets (Dollars in Millions)

0 200 400 600 800 1000 1200

593 754 773 863 1,102

2005 2004 2003 2001 2001

Net Income Per Share (Dollars)

0.0 0.5 1.0 1.5 2.0

1.32 1.58 1.43 1.13 1.69

2005 2004 2003 2002 2001

Cash Dividends Per Share (Dollars)

0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8

0.53 0.58 0.59 0.60 0.62

2005 2004 2003 2002 2001

Book Value Per Share (Dollars)

0 5 10 15 20

11.74 13.49 14.32 14.66 16.06

2005 2004 2003 2002 2001

FNB UNITED CORP. FINANCIAL DATA

Per Share Data 2Q 2006 2005 2004 2003 2002 2001

Net Income (diluted) $0.83 $1.69 $1.13 $1.43 $1.58 $1.32

Cash Dividends $0.30 $0.62 $0.60 $0.59 $0.58 $0.53

Book Value $18.37 $16.06 $14.66 $14.32 $13.49 $11.74

Profitability Ratio 2Q 2006 2005 2004 2003 2002 2001

Return of Average Assets 1.00% 1.06% 0.80% 1.07% 1.25% 1.15%

Return of Average Equity 9.49% 11.25% 8.00% 10.66% 12.82% 11.63%

Net Interest Margin 4.25% 4.16% 3.89% 3.94% 4.40% 4.03%

Balance Sheet 2Q 2006 2005 2004 2003 2002 2001

Total Assets $1,816,493 $1,102,085 $862,891 $773,245 $754,370 $593,742

Loans $1,289,202 $812,666 $664,754 $551,913 $502,342 $391,632

Deposits $1,403,998 $841,609 $659,544 $597,925 $592,354 $480,230

Borrowings $187,808 $146,567 $113,647 $86,721 $81,815 $50,812

Trust and Other Client Assets $158,782,127 $143,609,870 $134,645,962 $121,071,277 $98,766,031 $104,010,669

Asset Quality Data 2Q 2006 2005 2004 2003 2002 2001

NonPerforming Assets +90 Day Past Due $17,983,000 $7,083,000 $5,847,000 $7,066,000 $6,687,000 $5,634,000

Allowance for Loan Losses $15,814,000 $9,945,000 $7,293,000 $6,172,000 $6,109,000 $4,417,000

Allowance for Loan Losses/Loans 1.25% 1.25% 1.12% 1.14% 1.22% 1.17%

FNB UNITED CORP. ACQUISITIONS

April 2000 August 2002 April 2003 November 2005 April 2006

Carolina Fincorp Rowan Bancorp Dover Mortgage Company United Financial Inc. Integrity Financial

Corporation

Richmond Savings Bank Rowan Bank Alamance Bank

Hillsborough Bank

Catawba Valley Bank

First Gaston Bank

Northwestern Bank