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) November 1, 2007

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.)

150 South Fayetteville Street, 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 November 2, 2007, FNB United Corp. is to make a presentation at the Community Bank Investor Conference sponsored by America’s Community Bankers 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: November 1, 2007	By	/s/ Michael C. Miller
		Michael C. Miller
		Chairman and President

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Presentation materials

EX-99.1

FNB

UNITED CORP.

America’s Community Banks

Community Bank Investor Conference

New York City, NY

Yes You Can

®

Yes We Can

®

November 1-2, 2007

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.

FNB

UNITED

–

Presentation

Contents

•

Why

FNB

UNITED

Metrics

Markets

Management

•

Financial Highlights

•

Business Strategy –

Earnings and Growth 

Opportunities

•

Questions

•

Metrics –

Investor Opportunity

•

Markets –

Where We Are, Where We

Plan to Grow

•

Management –

Who We Are,                    

What We Do

Why FNB UNITED

Metrics:

Investor Opportunity

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

Why FNB UNITED

FNBN

NASDAQ Symbol:

1907, as First National Bank of 

Asheboro

Founded:

43 Banking Offices

35 Communities

17 Counties

Locations:

$1.52 Billion

Deposits:

$1.45 Billion

Loans:

$1.89 Billion

Assets:

8

th

Largest Financial Service Company

HQ’d in North Carolina

Why

FNB

-

Investor

Opportunity

An Attractive Value

•

Strong Dividend Yield

•

Trade at Discount to Peers

•

Historical Strong Operating

Performance

FNBN 2-Yr Trading History

October 2005 –

October 2007

Dividend History

$0.33

$0.38

$0.45

$0.51

$0.51

$0.53

$0.58

$0.59

$0.60

$0.62

$0.62

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

Investor Opportunity

Dividend Yield (%)

3.95

FNB United

Corp.

2.67

SNL Banks

Peer Group*

Price / LTM EPS (X)

12.2

FNB United

Corp.

14.9

SNL Banks

Peer Group*

0.68

NC Banks**

15.25

NC Banks**

*SNL Data –

Banks between $1 -

$5 billion as of 10/25/07

**SNL Data –

NC State Public Bank Median as of 10/25/07

Investor Opportunity

Price / Book (%)

Price / Tangible Book (%)

*SNL Data –

Banks between $1 -

$5 billion as of 10/25/07

**SNL Data –

NC State Public Bank Median as of 10/25/07

80.5

FNB United

Corp.

165.9

SNL Banks

Peer Group*

177.2

FNB United

Corp.

224.0

SNL Banks

Peer Group*

129.2

NC Banks**

142.7

NC Banks**

Markets:

Where We Are, Where

We Plan to Grow

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

FNB United Acquisitions

$1,091 MM

TOTAL

OTHER

7

$25MM

Dover Mortgage Company

April 2003

Offices

Assets

BANKS

$680 MM

$151 MM

$134 MM

$126 MM

Integrity Financial Inc.

(Catawba Valley/First

Gaston/Northwestern Banks)

United Financial Inc.

(Alamance/Hillsborough Banks)

Rowan Bancorp.

(Rowan Savings Bank)

Carolina Fincorp. Inc

(Richmond Savings Bank)

17

May 2006

3

November 2005

3

August 2002

5

April 2000

Yes You Can

®

Yes We Can

®

The Yes!

Bank Franchise

Brand Unification

and its divisions

Growth Strategy

•

Increase Penetration of Current Markets

Attractive

New

Markets

&

Customer

Base

•

De Novo Offices

Two Offices opened in 2006 (Greensboro -

Salisbury)

Two Offices underway to open in 2008

(Greensboro-Cornelius)

•

Integrated Wealth Management/Mortgage

Services

Market Growth Potential

*Source: SNL Financial

*Top 5 in 8 of 17 Counties

Rank

Institution

Branch

Count

Total

Deposits

in Market

($000)

Total (%)

of Market

Share

1

Wachovia

76

5,770,318

21.27%

2

BB&T

74

4,633,702

17.08%

3

Sun Trust

54

2,285,674

8.43%

4

Bank of America

47

2,251,509

8.30%

5

FNB United Corp. (NC)

43

1,448,532

5.34%

6

Royal Bank of Canada

30

1,189,067

4.38%

7

First Citizens

33

1,023,047

3.77%

8

First Bancorp (NC)

27

727,601

2.68%

9

Yadkin Valley Bank

16

651,403

2.40%

10

High Point Bank

18

595,103

2.19%

Counties with #1

Market Share

Randolph*

Alamance, Guilford, Iredell, Scotland, Wilkes

Catawba, Gaston, Moore, Richmond, Watauga

Orange, Chatham

Market Growth Potential

$51,658

$52,663

$54,979

$49,483

$53,182

$49,596

$48,368

Median

Household

Income

9.19%

14.47%

5.82%

2.73%

13.64%

5.54%

6.90%

Projected

Population

Change

(2007-2012)

16.34%

16. 39%

17.61%

15.33%

16.00%

13.56%

15.74%

Projected

HH Income

Change

(2007-2012)

458,085

$49,194

2

Third office

summer 2008

GUILFORD

59,765

$19,553

1

CHATHAM

155,050

$179,914

4

CATAWBA

84,923

$40,285

2

MOORE

149,877

$59,622

2

IREDELL

198,673

$175,801

5

GASTON

144,506

$55,314

2

ALAMANCE

Total

Population

2007

Actual

FNB United

Deposits

No. of FNB

United 

Offices

County

*Source: SNL Financial

Market Growth Potential

Contiguous Counties / Future Markets Under Consideration

$64,184

$65,741

$49,819

$58,493

$45,881

$46,080

$54,157

Median

Household

Income

31.78%

15.27%

9.63%

13.88%

2.59%

4.95%

2.94%

Projected

Population

Change

(2007-2012)

19.01%

19.52%

11.84%

15.31%

13.89%

13.15%

17.90%

Projected

HH Income

Change

(2007-2012)

159,612

CABARRUS

73,688

LINCOLN

825,127

Office scheduled

for late 2008

MECKLEN-

BURG

178,366

UNION

124,599

$34,451

1

ORANGE

136,558

$108,497

4

ROWAN

140,578

$461,064

10

RANDOLPH

Total

Population

2007

Actual

FNB

United

Deposits

No. of FNB

United

Offices

County

*Source: SNL Financial

Management

&

Culture

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

Experienced Management Team

Journalism,

50

22

22

SVP, Chief Human Res.

Deborah B. Auman

Planters NB, Bank of

Candor

52

26

20

SVP, Chief Credit

Officer

William S. Bruton

Camco,  FCNB Corp.

Union Planters   

KPMG

53

30

< 1

EVP, Chief Financial

Officer

Mark A. Severson

Wachovia

49

26

6

EVP, Chief Banking

Officer

R. Mark Hensley

President, Richmond

Savings; Raleigh Fed,

Newport News Savgs

63

36

7

EVP, Chief Mktg

Projects & Subsidiary

R. Larry Campbell

Attorney, Corp. and

Private Practice

56

22

22

Chrm, Pres. & CEO

Michael C. Miller

Previous

Experience

Age

Years in

Banking

Years at

FNB

Title

Name

Experienced Management Team

FNB/SE, RMIC,

Southern National

53

23

< 1

SVP, Chief Accounting

Ofc

Dwight Willoughby

Western Savings, Zions

Bancorporation

52

26

17

SVP, Chief Risk Officer

Dean S. Tingey

Fidelity Federal B & T,      

Resource Management

Assoc

60

30

< 1

SVP, Chief Information

Officer

David E. Miller

Wachovia

55

32

6

SVP, Chief Lending

Officer

Eddie A. Causey

Bank of America,

WesBanco

36

11

6

SVP, Chief Wealth Mgt

Timothy A. Britt

Previous

Experience

Age

Years in

Banking

Years at

FNB

Title

Name

Our Culture

•

Performance and Team Oriented

•

Participative and Positive

•

Service

•

Education / Training

•

Leadership Team Sets the Tone

Performance and Team Oriented

•

Maximize Long-term Value Of Organization

•

Team Orientation -

Universal Participation

•

Coaching And Communication

•

Educational Program

Performance Compensation

for STAKEHOLDERS™

YES!

Branding

CommunityONE

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’s

part

of

our

culture.

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.

Participative

and

Positive

YESPYs

Financial Highlights

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

•

No Sub-Prime

•

No Alt-A

•

No Non-Agency MBS/CMOs

•

No CDOs

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

Asset Composition

$813

$1,323

$1,388

$842

$1,421

$1,452

2005

2006

YTD 9-07

2005

2006

YTD 9-07

Loan and Deposit Growth

(In Millions)

Loan Growth

Deposit Growth

Loan Portfolio Mix

16.1%

6.6%

6.4%

23.1%

12.0%

17.1%

18.7%

Commercial/Industrial

Commercial RE-Income

Commercial RE-Owner Occupied

RE Construction & Development

1-4 Residential 1st Mortgage

Home Equity Lines of Credit

Consumer/Other

Approximately 75.0% secured by real estate

Variable

rate

loans

account

for

approximately

63.7%

of

the

total

portfolio

Loan Portfolio

September 30, 2007

Funding Mix

7.2%

51.5%

10.1%

21.2%

10.0%

DDA

NOW

IMM/SAV/Repo

CD / IRA

FHLB/FFP

Funding Portfolio

September 30, 2007

Profitability

$9,937

$12,187

$11,109

2005

2006

YTD 9-07

$1.69

$1.25

$0.98

2005

2006

YTD 9-07

Net Income

Earnings Per Share

(In Thousands)

Profitability

4.16%

4.20%

3.98%

2005

2006

YTD 9-07

Net Interest Margin

Return On Average Assets

1.06%

0.77%

0.81%

2005

2006

YTD 9-07

Return On Equity

11.25%

14.36%

7.00%

14.73%

6.79%

15.05%

2005

2006

YTD 9-07

Return on Ave. Equity

Return on Ave. Tangible Equity

0.47%

139.53%

1.12%

0.80%

2004

0.22%

164.49%

1.25%

0.76%

2005

0.16%

149.27%

1.28%

0.86%**

2006

0.167%

(annualized)

Net Charge Offs

Average Loans

134.96%*

(139.28%)

Loan Loss Reserve

Nonperforming Loans

1.16%*

(1.20%)

Loan Loss Reserve

Total Loans Held for Investment

0.86%

Nonperforming Loans

Total Loans Held for Investment

Q3-2007

Asset Quality

Asset Quality

*  Omits reserve for unfunded commitments

**   1.15% as of 9/30/06

(See Appendix)

Business Strategy –

Earnings and Growth

Opportunities

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

Core

Strategies

•

Improve Asset Quality

•

Complete Integration of Acquisitions –

Resume Pre-

Merger Financial Performance

•

Grow Fee Income –

Wealth Management, Mortgage

Banking and Electronic Transactions

•

Franchise Growth

Increase Penetration of Current Markets

DeNovo Offices

“Yes”

®

Branding

–

Yes

You

Can®

Yes

We

Can®

Improving Financial Performance

Sales Initiatives:

•

Core Deposit Focus

New CheckingONE

Deposit (NOW) Account

Increase Fee Income

•

Enhance Corporate Cash Management

Increase Merchant Service Relationship

Promote Remote Capture

•

Community Office Sales Coaches

•

New CEO Dover Mortgage Company

Improving Financial Performance

Integration and Cost Savings Initiatives:

•

Sold Credit Card Portfolio

Net, One-Time Gain

Improve Product Offering, Increase Fee Income, Reduce Risk

Reduce Overhead (five providers)

•

Consolidate

ATM

Switch

and

Debit

Card Processing

Increase Fee Income

Reduce Expenses (three providers)

Improving

Financial

Performance

Integration and Cost Savings Initiatives:

•

Consolidated Item Processing/Promote E-Stmts

•

Completed Teller Platform Conversion

•

Refinance/Payoff of Acquired TPS in 2008

•

Dover

Mortgage

–

Reorganize

to

Bank

Subsidiary

&

Consolidate

Offices/Processing

Goals over the next three years include:

•Annual earnings per share growth: 7.5 -

10%

•Annual loan growth:  8-10 %

•Non-interest income:  25%+ of revenues

•Efficiency ratio:  60-63%

Position ourselves as a

Preeminent Community Bank in

Southeastern U. S.

Improving Financial Performance

Summary

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

Summary

–

Why

FNB

UNITED

!

•

Growing Company in

Good Markets

•

Experienced Management Team

•

Proven Integrator

•

Focused on Performance Improvement

…

equals …

Compelling Investment Opportunity

Questions?

Summary –

Why FNB UNITED !

Contact Information

Michael C. Miller

Chairman, President & CEO

Mike.Miller@MyYesBank.com

Mark A. Severson

Chief Financial Officer

Mark.Severson@MyYesBank.com

FNB United Corp.

CommunityONE Bank, N.A.

150 S. Fayetteville Street

PO Box 1328

Asheboro, NC  27204

336.626.8300

Yes You Can

®

Yes We Can

®

Appendix

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

Jun-06

Sep-06

Dec-06

Mar-07

Jun-07

Sep-07

C&D -

combined

Commercial & Industrial

Commercial Income RE

Commercial Owner-Occupied

1-4 Residential 1st Mortgage

Home Equity Line of Credit

Other

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

Jun-06

Sep-06

Dec-06

Mar-07

Jun-07

Sep-07

Concentrations and Quality Migration thru Merger

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

40.0%

45.0%

50.0%

2006ii

2006iii

2006iv

2007i

2007ii

2007iii

% of Capital

(bars)

0.000%

0.200%

0.400%

0.600%

0.800%

1.000%

1.200%

*capital adjusted for post-merger comparability

% of Portfolio

(lines)

Residential Builders

Land Subdivision

Residential Lessors

Commercial Lessors

Non-Accrual % (commercial)

T4Q Annualized Loss % (commercial)

Appendix

Corrected (legend)

Appendix

Historical Asset Quality Measurements

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

Annually, and Quarterly Through Merger

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

120.00%

140.00%

160.00%

180.00%

Nonperforming Loans / Total Loans HFI

0.80%

0.76%

0.97%

1.15%

0.86%

0.97%

0.85%

0.86%

Reserve for Credit Losses / Total Loans HFI

1.12%

1.25%

1.25%

1.28%

1.28%

1.25%

1.21%

1.20%

Net Charge Offs / Average Loans (annualized)

0.470%

0.220%

0.214%

0.180%

0.160%

0.211%

0.186%

0.167%

OREO & Repossessed Assets / Total Assets

0.073%

0.105%

0.081%

0.210%

0.198%

0.167%

0.179%

0.266%

Reserve for Credit Losses / NPL's

139.53%

164.49%

128.53%

111.77%

149.27%

128.69%

141.65%

139.28%

2004

2005

Q-2 2006

(BkOnly)

Q3-2006

Q4-2006

Q1-2007

Q2-2007

Q3-2007

unaudtd