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) February 8, 2008

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 February 11, 2008, FNB United Corp. is to make a presentation at the Southeast SuperCommunity Bank Conference in Atlanta, Georgia. 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:	February 8, 2008	By	/s/ Mark A. Severson
			Mark A. Severson
			Executive Vice President

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Presentation materials

EX-99.1

FNB UNITED CORP.

Southeast Super-Community

Banking Conference

Atlanta, Georgia

February 11-12, 2008

Yes You Can

®

Yes We 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.

FNB UNITED –

Presentation Contents

•

Why

FNB

UNITED

Who We Are

Value Metrics & Integration Accomplishments

Management & Culture

•

Financial Highlights

•

Business

Strategy

–

Earnings

and

Growth

Opportunities

•

Questions

Who We Are

Why FNB UNITED

•

Solid Franchise

•

Historical Strong Operating

Performance

•

Strong Dividend Yield

…

An Attractive Value

Why FNB

UNITED

-

Value

1907, as First National Bank of 

Asheboro

Founded:

91,000 +

43 Banking Offices

35 Communities in 17 N.C. Counties

Customers:

Locations:

$1.44 Billion

Deposits:

$1.45 Billion

Loans:

$1.91 Billion

Assets:

9

th

Largest Financial Service Company

HQ’d in North Carolina

Value -

Dividend History

$0.38

$0.45

$0.51

$0.51

$0.53

$0.58

$0.59

$0.60

$0.62

$0.62

$0.60

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

Value -

Investor Opportunity

Dividend Yield (%)

5.00

FNB United

Corp.

2.85

SNL Banks

Peer Group*

Price / LTM EPS (X)

11.0

FNB United

Corp.

14.7

SNL Banks

Peer Group*

0.61

NC Banks**

14.36

NC Banks**

*SNL Data –

Banks between $1 -

$5 billion as of 02/01/08

**SNL Data –

NC State Public Bank Median as of 02/01/08

Price / Book (%)

Price / Tangible Book (%)

*SNL Data –

Banks between $1 -

$5 billion as of 02/01/08

**SNL Data –

NC State Public Bank Median as of 02/01/08

63.4

FNB United

Corp.

154.8

SNL Banks

Peer Group*

137.8

FNB United

Corp.

210.0

SNL Banks

Peer Group*

117.6

NC Banks**

132.3

NC Banks**

Value -

Investor Opportunity

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

Bank Brand Unification

and its divisions

Organization Structure

FNB United Corp.

(Nasdaq: FNBN)

CommunityONE

Bank, N.A.

Dover Mortgage Company

Yes You Can

®

Yes We Can

®

The Yes!

Bank Franchise

Integration Accomplishments

•

Merge 3 Data Systems

•

Merge 5 Credit Card Providers

•

Merge 3 Debit Card/ATM Providers

•

Merge 4 Bank Brands

•

New Teller & Mortgage Production Systems

•

New Financial, I.T. & Risk Management Teams

•

Closed One Ops Center –

Implemented Electronic

Image Exchange

•

See Appendix II for Quarter by Quarter

Progress and

Accomplishment

Management

and Culture

Experienced Management Team

Journalism

51

21

21

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

54

31

<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

21

21

Chrm, Pres. & CEO

Michael C. Miller

Previous

Experience

Age

Years in

Banking

Years at

FNB

Title

Name

FNB Southeast,

Southern Nat’l Bank,

Independence Bank

53

18

<1

SVP, Chief

Accounting Officer

K. Dwight Willoughby

SunTrust, Federal

Home Loan Bank-

Atlanta, Fulton Federal

49

27

<1

SVP, Treasurer

W. Carey Chapman

Western Savings, Zions

Bancorporation

52

25

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

Management

Timothy A. Britt

Previous

Experience

Age

Years in

Banking

Years at

FNB

Title

Name

Experienced Management Team

Experienced Management Team

Fieldstone Mortgage,

First Franklin

Financial, Southern

Pacific Funding

54

24

<1

Dover Mortgage

President

Harvey Goldberg

AmSouth, First Union

42

20

3

Regional President

William R. Wood, III

Wachovia

44

22

6

Regional President

J. Greg Spainhour

Wachovia

44

15

3

Regional President

J. Scott Kittrell

First Union/Wachovia

56

23

2

Regional President

Don S. Harrison

Previous

Experience

Age

Years in

Banking

Years at

FNB

Title

Name

Our Culture

•

Performance and Team Oriented

•

Participative and Positive

•

Service

•

Education / Training

•

Accountable

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

Financial Highlights

$813

$1,307

$1,446

$842

$1,421

$1,441

2005

2006

2007

2005

2006

2007

Loan and Deposit Growth

(In Millions)

Loan Growth

Deposit Growth

Loan Portfolio Mix

Home Equity Lines

of Credit

7%

Consumer/

Other

6%

Commercial/

Industrial

10%

Commercial

RE-Owner

Occupied

22%

Commercial

RE-Income

13%

RE Construction &

Development

26%

1-4 Residential

1st Mortgage

16%

Loan Portfolio

December 31, 2007

Approximately 85% secured by real estate

Variable rate loans account for approximately 59% of the total portfolio

Funding Mix

FHLB/FFP

8%

CD / IRA

51%

NOW

10%

IMM/SAV/Repo

21%

DDA

10%

Funding Portfolio

December 31, 2007

Profitability

$9,937

$12,187

$12,361

2005

2006

2007

$1.69

$1.25

$1.09

2005

2006

2007

Net Income

Earnings Per Share

(In Thousands)

(unaudited)

(unaudited)

Profitability

4.16%

4.20%

4.00%

2005

2006

2007

Net Interest Margin

Return On Average Assets

1.06%

0.77%

0.66%

2005

2006

2007

(unaudited)

(unaudited)

Return On Equity

11.25%

14.36%

7.00%

14.75%

5.81%

12.99%

2005

2006

2007

Return on Ave. Equity

Return on Ave. Tangible Equity

(unaudited)

•

No Sub-Prime Mortgages

•

No Alt-A Mortgages

•

No Non-Agency MBS/CMOs

•

No CDOs

Yes You Can

®

Yes We Can

®

Yes You Can

®

Yes We Can

®

Asset Composition

0.33%

1.14%*

0.91%

1.10%

2003

0.47%

1.12%*

0.68%

0.80%

2004

0.22%

1.25%*

0.64%

0.76%

2005

0.16%

1.22%

0.82%

0.85%

2006

0.27%

Net Charge Offs

Average Loans

1.20%

Loan Loss Reserve

Total Loans Held for

Investment

1.13%

NPA’s/Total Assets

1.29%

Nonperforming Loans

Total Loans Held for

Investment

2007

Asset Quality

Asset Quality

*  Includes reserve for unfunded commitments

(See Appendix)

NPA's / Total Assets

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

2003

2004

2005

2006

2007

unaudited

Asset Quality

Reserves v. Loss Experience

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

2003

2004

2005

2006

2007

unaudited

Reserve for Loan Losses / Total Loans HFI

Net Charge Offs / Average Loans

Asset Quality

Business Strategy –

Earnings and Growth

Opportunities

Core Strategies

•

Manage/Improve Asset Quality

•

Restore Historical Financial Performance

Grow Fee Income –

Wealth Management,

Mortgage

Banking

Expense Control –

Staffing + Electronic

Transactions

•

Profitable Franchise Growth

Increase Penetration of Current Markets

DeNovo Offices

Improving Financial Performance

Sales Initiatives –

Minimize Funding Gap

•

Core Deposit Focus

New CheckingONE Deposit (NOW) Account

Increase Fee Income –

Trust & Mortgage

Electronic Banking Opportunities

•

Enhance Corporate Cash Management

Increase Merchant Service Relationship

Promote Remote Capture

The “New”

Dover Mortgage 

–

Now sub of bank

–

New leadership

–

New system &

Operations

–

New Markets

–

Expanded

Wholesale

–

Reverse Mortgages

Improving Financial Performance

Integration and Cost Savings Initiatives:

•

Sold Credit Card Portfolio

Net, One-Time Gain in 2007

Improve Product Offering, Increase Fee Income, Reduce Risk

Reduce Overhead (five providers), beginning 2008

•

Consolidate ATM Switch and Debit Card Processing

Increase Fee Income in 2008

Reduce Expenses (three providers)

Improving Financial Performance

New eStatement Users 2007

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sept

Oct

Nov

Dec

Markets:

Where We Are,

Where We Plan to Grow

Growth Strategy

•

Increase Penetration of Current Markets

Attractive New Markets & Customer Base

•

De Novo Offices

Two Offices to open in 2008 (Greensboro-

Cornelius)

•

Integrated Wealth Management/Mortgage

Services in CommunityONE Bank

•

Increased synergy with Dover Mortgage

Market Growth Potential

*Source: SNL Financial

*Top 5 in 8 of 17 Counties

As of June 30, 2007

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

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

Summary –

Why FNB

UNITED

•

Growing

Company in Good Markets

•

Experienced Management Team

•

Proven Integrator

•

Focused on Performance Improvement

…

equals …

Compelling Investment Opportunity

Questions?

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

®