GREENWOOD VILLAGE, Colo., Jan. 29, 2015 /PRNewswire/ -- National Bank Holdings Corporation (NYSE: NBHC) reported net income of $2.3 million, or $0.06 per diluted share, for the fourth quarter of 2014, compared to net income of $3.3 million, or $0.08 per diluted share, for the third quarter of 2014 and $1.0 million, or $0.02 per diluted share, for the fourth quarter of 2013. For the full year 2014, net income totaled $9.2 million, or $0.22 per diluted share, compared to net income of $6.9 million, or $0.14 per diluted share, during 2013.

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In announcing these results, Chief Executive Officer Tim Laney said, "We finished out 2014 with loan production of $182.2 million, realizing 17% year-over-year spot loan growth and 30% growth in our strategic loan portfolio. We remain focused on building and maintaining a diverse, conservatively structured loan portfolio, and that commitment continues to result in excellent credit quality. This is evidenced by the extremely low full year net charge-offs of our non 310-30 loan portfolio of just six basis points. We have done this while also realizing attractive economic gains from the acquired distressed non-strategic portfolio. We are now down to the last $202 million of these loans, from a starting point of almost $2 billion. The accelerated pace of the FDIC indemnification asset amortization is a direct reflection of the continued strong performance of these acquired portfolios.

We also continue to manage all other available levers of our business. We have maintained a low-cost deposit base and have increased our transaction deposits and repurchase agreements by $100 million since last year. We are also pleased to announce that we have entered into a new agreement for our core processing services that will enable us to provide improved services to our clients while also significantly reducing our operating expenses following our anticipated conversion later this year."

Mr. Laney added, "During the fourth quarter, we repurchased another 991 thousand shares, or 2.5% of our outstanding shares. Since early 2013, we have repurchased 13.5 million shares, or 25.8% of shares outstanding, at a weighted average price of $19.70. We intend to continue to use share repurchases as a lever for capital management."

Brian Lilly, Chief Financial Officer, added, "We had a very productive quarter operationally, with a lot of moving pieces. We continue to believe that it is important to evaluate the progress of building our company by analyzing the financial results that are expected to emerge over time. We do this by excluding the impact of the non-cash FDIC indemnification asset amortization, FDIC loss-share income, the large expense/income related to OREO and problem loan workouts, the impacts of the change in the warrant liability, the contract termination expenses that were accrued during the fourth quarter of 2014, and the banking center closure related charges that were accrued in the third quarter of 2013, which can be seen in our non-GAAP reconciliation starting on page 16. These items negatively impacted the fourth quarter by a net $0.13 per diluted share and negatively impacted the year by a net $0.45 per diluted share. The net impact of these items may fluctuate on a quarterly basis, but is expected to decrease over time in connection with the expiration of the FDIC loss-sharing agreements over the next couple of years and the decreasing problem asset workout expenses. These adjustments resulted in an adjusted net earnings per diluted share of $0.19 for the fourth quarter and $0.67 for the year. On the same adjusted basis, the adjusted return on average tangible assets increased five basis points over the prior quarter to 0.71% during the fourth quarter and increased nine basis points from the prior year to 0.66% for the full year of 2014. This analysis provides better clarity to the emerging profitability and the progress toward reaching our goal of 1% return on average tangible assets."

Fourth Quarter 2014 Highlights
(All comparisons refer to the third quarter of 2014, except as noted)


    --  Grew the strategic loan portfolio by $40.5 million, or 8.4% annualized,
        driven by $182.2 million in fourth quarter originations. The
        originations were offset by higher than normal pay-downs and early
        pay-offs, particularly in the agriculture portfolio. Strategic loans at
        December 31, 2014 increased a strong $456.6 million, or 30.4% since
        December 31, 2013.
    --  Credit quality remained strong, as annualized net charge-offs in the non
        310-30 portfolio were only 0.05% during the fourth quarter and 0.06% for
        the full year.
    --  Successfully exited $49.4 million of the remaining non-strategic loan
        portfolio, a strong 78.1% annualized. Non-strategic loans decreased
        $148.2 million for the full year, or 42.4%, to just $201.7 million at
        December 31, 2014.
    --  Total loans ended 2014 at $2.2 billion, a 16.6% increase since December
        31, 2013.
    --  Added a net $14.6 million to accretable yield for the acquired loans
        accounted for under ASC 310-30. The favorable results of the quarterly
        re-yielding also caused a $10.6 million increase in the future non-cash
        amortization of the FDIC indemnification asset.
    --  Average demand deposits continued solid growth, adding $13.1 million, or
        7.3% annualized, while total deposits remained relatively flat as
        higher-cost time deposits declined.
    --  Net interest income totaled $42.6 million, a $0.7 million increase from
        the prior quarter. The quarterly increase was primarily driven by a 12
        basis point widening of the net interest margin to 3.87% (fully taxable
        equivalent) as increased client paydowns/payoffs resulted in higher
        pre-payment fees and 310-30 accelerated accretion added $1.7 million of
        interest income during the fourth quarter and was partially offset by
        lower average earning assets.
    --  FDIC loss-share related non-interest income resulted in an increase in
        net expense of $7.0 million, driven by strong covered asset performance
        and the sharing of large gains on sales of OREO.
    --  Non-interest expenses decreased $4.8 million, or 12.7%, from the prior
        quarter.
    --  Repurchased 991,100 shares during the fourth quarter, or 2.5% of
        outstanding shares. Since early 2013, 13.5 million shares have been
        repurchased, or 25.8% of then outstanding shares, at a weighted average
        price of $19.70.
    --  At December 31, 2014, tangible common book value per share was $18.63
        before consideration of the excess accretable yield value of $0.83 per
        share.

Fourth Quarter 2014 Results
(All comparisons refer to the third quarter of 2014, except as noted)

Net Interest Income
Net interest income totaled $42.6 million for the fourth quarter of 2014, a $0.7 million increase from the prior quarter as the net interest margin widened 12 basis points to 3.87% from the prior quarter of 3.75% (fully taxable equivalent) while average interest earning assets decreased $58.7 million, or 1.3%, to $4.4 billion. The continued strategy of remixing the earning assets through the origination of strategic loans coupled with particularly strong reductions in non-strategic loans during the fourth quarter and the run-off of the investment securities portfolios resulted in the slight decline in the average interest earning assets. The net interest margin widening of 12 basis points was driven by a 14 basis point increase in the yield on interest earning assets to 4.21% from 4.07% in the prior quarter. The higher yield was primarily driven by $0.9 million in pre-payment fees on originated loans coupled with $0.8 million of accelerated accretion within the 310-30 loan portfolio.

Loans
Strategic loans totaled $2.0 billion at December 31, 2014 and grew $40.5 million during the quarter, or 8.4% annualized. Included in strategic loans outstanding are $1.6 billion in originated balances, which increased $46.1 million, or 11.4% annualized, over the prior quarter. Loan originations totaled $182.2 million and decreased $21.1 million, or 10.4%, from the prior quarter. Higher than normal pay-downs contributed to a $9.0 million decrease in total loans during the fourth quarter, which ended the quarter at $2.2 billion. Consistent with the strategy of exiting the non-strategic loan portfolio, balances of non-strategic relationships ended the year at $201.7 million, decreasing $49.4 million during the quarter, a strong 78.1% annualized. Strategic loans include all originated loans in addition to those acquired loans inside our operating markets that meet our credit risk profile. Identification as strategic for acquired loans was made at the time of acquisition. Criteria utilized in the designation of an acquired loan as "strategic" include (a) geography, (b) total relationship with borrower and (c) credit metrics commensurate with our underwriting standards.

Conservative concentration limits have been followed, and as such, energy sector loans totaled $175.5 million at December 31, 2014, representing 8.1% of total loans and 4.0% of earning assets. Clients in this sector were carefully selected at origination for strong capitalization, low leverage, and seasoned management teams. Loans have been conservatively structured to mitigate stress associated with declining oil and gas prices.

Asset Quality and Provision for Loan Losses
Purchased troubled loans accounted for under 310-30 totaled $279.6 million at December 31, 2014 and decreased $40.9 million during the fourth quarter, an annualized decrease of 50.7%, reflecting workout efforts on these purchased loans. The quarterly fair value re-measurement on the 310-30 loans resulted in a favorable net transfer of $14.6 million from non-accretable difference to accretable yield, which will be recognized over the lives of the 310-30 pools. This increased the life-to-date economic benefit of the accretable yield transfers net of impairments on 310-30 loans to $186.1 million.

Non 310-30 loans totaled $1.9 billion and represented 87.1% of total loans at December 31, 2014. These loans are comprised of originated loans and acquired loans not accounted for under 310-30. Net charge-offs within the non 310-30 portfolio remained low at just 0.05% annualized, which reflects the prudent underwriting and well-selected clients within this portfolio. Non-performing non 310-30 loans (comprised of non-accrual loans and non-accrual TDR's) decreased to $10.8 million at quarter end, representing 0.57% of total non 310-30 loans, compared to 1.02% at September 30, 2014, as a result of pay-downs and pay-offs of several non-performing loans. A provision for loan losses on the non 310-30 loans of $1.5 million was recorded during the fourth quarter of 2014, which was $0.3 million lower than the prior quarter.

OREO ended the quarter at $29.1 million, decreasing $16.8 million, primarily due to strong OREO sales during the quarter. The gains on these sales of OREO were $10.4 million, of which $8.9 million were covered by loss-sharing agreements with the FDIC. Of the $29.1 million OREO at December 31, 2014, $18.5 million, or 63.4%, were covered by loss-sharing agreements with the FDIC.

Deposits
Transaction deposits (defined as total deposits less time deposits) and client repurchase agreements averaged $2.5 billion during the fourth quarter, increasing $10.9 million, or 1.7% annualized, on the strength of a $13.1 million, or 7.3% annualized, increase in average demand deposits. Total deposits and client repurchase agreements averaged $3.9 billion during the fourth quarter, decreasing $26.2 million, or 2.7% annualized, and was driven by a $37.1 million decrease in higher-cost time deposits. Additionally, the average cost of total deposits remained unchanged from the prior quarter at 0.37%. The balance sheet continues to be strongly funded by client deposits and client repurchase agreements and at December 31, 2014, these client fundings comprised 96.9% of total liabilities.

Non-Interest Income
Banking related non-interest income (excludes FDIC-related non-interest income, gain on previously charged-off acquired loans and OREO related income) totaled $8.0 million during the fourth quarter of 2014 and increased $0.2 million, or 8.2% annualized, compared to the prior quarter. A seasonal decrease in service charges was more than offset by an increase in bank owned life insurance income.

FDIC loss-share related non-interest income totaled a negative $14.2 million for the quarter and was $7.0 million higher than the prior quarter primarily due to a $5.4 million increase in other FDIC loss-sharing income (expense) related to the sharing of gains on sales of several covered OREO properties. As of December 31, 2014, the FDIC indemnification asset was $39.1 million. Our current projection for the amortization of the FDIC indemnification asset is between $18.0 million and $28.0 million in 2015. The benefit of the increased client cash flows is primarily captured in the 310-30 accretable yield over the remaining life of the loans as most of the FDIC covered assets are accounted for in the 310-30 loan pools.

"We had a strong uptick in the success of our workout efforts regarding our purchased troubled loan portfolio and related OREO assets this quarter," said Brian Lilly. "While this means higher returns on the covered loans, it also means we have to share the gains with the FDIC and as a result, we have lower expected reimbursements from the FDIC. This translates into additional non-cash write-downs of the FDIC indemnification asset receivable. In the fourth quarter, this receivable write-down was $7.9 million, or $0.12 per diluted share. While we expect that the FDIC loss-share related non-interest income will continue to fluctuate and be a reflection of our workout efforts, our current expectation is that the non-cash write-down of the FDIC indemnification asset receivable will be between $0.30 and $0.46 per diluted share in 2015."

Non-Interest Expense
Total non-interest expense was $33.1 million during the fourth quarter of 2014, decreasing $4.8 million from the previous quarter. Operating expenses totaled $37.8 million and increased $0.4 million, driven by a $0.3 million increase in marketing-related expenses related to the timing of marketing campaigns. The quarter included a $4.1 million contract termination charge related to the termination of a core processing system contract and the entry into a new core processing contract with a different partner. In addition to enhanced product and service offerings, this strategic move will provide a cash payback on our core processing system change in less than one year.

OREO and problem loan expenses totaled a net gain of $8.5 million and improved $10.4 million from the prior quarter. The improvement was attributable to an $8.8 million increase in gains on the sale of OREO during the quarter, coupled with a $1.6 million decrease in OREO and problem loan expenses. OREO and problem loan expenses are expected to continue to fluctuate quarterly as we resolve the acquired problem asset portfolio.

Income tax expense totaled $0.8 million during the fourth quarter, an effective tax rate of 25.3% compared to 16.9% in the third quarter. A benefit from tax planning strategies implemented during the third quarter was offset with the write-off of deferred tax assets related to expired stock-based compensation.

Capital
Capital ratios continue to be strong and well in excess of federal bank regulatory agency "well capitalized" thresholds. Shareholders' equity totaled $794.6 million at December 31, 2014 and decreased $14.4 million from the prior quarter, due to the repurchase of 991,100 shares, and was partially offset by a $3.9 million increase in accumulated other comprehensive income, net of tax, which was driven by the fair market value fluctuations of the available-for-sale investment securities portfolio. The shares repurchased represented a 2.5% reduction in shares outstanding during the quarter and brings the cumulative shares repurchased since early 2013 to 25.8% of the shares then outstanding.

Tangible common book value per share at December 31, 2014 was $18.63, compared to $18.49 at September 30, 2014, and the tangible common equity to tangible assets ratio decreased 29 basis points to 15.25% at December 31, 2014.

A common convention in the industry is to add the value of the accretable yield to the tangible book value per share. The value of the December 31, 2014 accretable yield balance on the 310-30 loans of $113.5 million would add $1.78 after-tax to the tangible book value per share. A more conservative methodology, that management uses, values the excess yield and then considers the timing of the accreted interest income recognition. Under this more conservative methodology, we first net the accretable yield on 310-30 loans and the amortization of the FDIC indemnification asset and then calculate the excess above a 4.0% yield (an approximate yield on new loan originations), and finally discount the amounts at 5%. The result would add $0.83 after-tax to our tangible book value per share as of December 31, 2014.

Year-Over-Year Review
(All comparisons refer to the full year 2013)

Net income for 2014 was $9.2 million, or $0.22 per diluted share, compared to net income of $6.9 million for 2013, or $0.14 per diluted share. Net interest income totaled $170.2 million during 2014 and decreased $8.7 million, or 4.9%, from 2013, primarily driven by lower earning assets. Average interest earning assets decreased $251.6 million, or 5.4%, from the prior year, largely due to the successful repurchase of 6.1 million shares and a reduction in the investment portfolio. The decrease in interest earning assets was partially offset by a four basis point widening of the net interest margin to 3.85% from 3.81% (fully taxable equivalent). The continued resolution of the higher-yielding acquired non-strategic loan portfolio was mostly offset by strong organic growth in the strategic loan portfolio. As a result, the yield on interest earning assets increased by one basis point and was complemented by a three basis point decrease in the cost of interest bearing liabilities.

Loan balances as of December 31, 2014 totaled $2.2 billion and increased $308.3 million, or 16.6%, since December 31, 2013. Strategic loans increased $456.6 million since December 31, 2013, a 30.4% increase, on the strength of loan originations. Loan originations during 2014 totaled $869.2 million, increasing 21.7% in 2013 as a result of continued market penetration. Non-strategic loans declined $148.2 million from a year ago, a 42.4% decrease, as a result of the continued workout progress that has been made on exiting acquired problem loans.

Average transaction deposits and client repurchase agreements totaled $2.5 billion during 2014 and increased $37.1 million from 2013, or 1.5%, and were led by a $40.6 million, or 6.1%, increase in average demand deposits as a result of our strategic focus on relationship banking. Total deposits and client repurchase agreements averaged $3.9 billion during 2014, decreasing $148.9 million from the prior year. The decrease was primarily due to a $186.0 million decline in average time deposits as we continued to focus our deposit base on clients who were interested in market-rate time deposits and in developing a banking relationship, coupled with the California banking center and limited-service retirement center exits on December 31, 2013. The mix of transaction deposits to total deposits improved to 64.0% at December 31, 2014 from 61.0% at December 31, 2013. Additionally, the average cost of total deposits declined four basis points to 0.37% in 2014 from 0.41% during 2013.

Provision for loan loss expense was $6.2 million during 2014, compared to $4.3 million during 2013, an increase of $1.9 million. The increase in provision was primarily due to loan growth as credit quality remained excellent and non 310-30 net charge-offs were significantly lower at only 0.06% during 2014 compared to 0.27% during 2013.

Non-interest income was a negative $1.7 million in 2014 compared to income of $20.2 million in 2013, a decrease of $21.9 million. The decrease was largely due to $20.5 million lower FDIC loss-share related income. An additional $8.8 million of non-cash FDIC indemnification asset amortization and an $11.7 million decline in other FDIC loss-sharing income from the same period in 2013 was due to better performance of the underlying covered assets coupled with lower problem loan and OREO expenses. Banking fees of $30.4 million during 2014 were up $0.2 million compared to the same period in 2013 as a result of increases in bank card fees, swap fees and bank owned life insurance income and were somewhat offset by a decrease in service charges.

Non-interest expense totaled $150.0 million in 2014 compared to $184.0 million during 2013, a decrease of $34.0 million, or 18.5%. Operating expenses of $150.7 million during 2014 decreased $12.4 million from 2013. The 7.6% year-over-year decrease in operating expenses was primarily due to lower salaries and benefits of $7.2 million as we continue to focus on operational efficiencies. OREO and problem loan expenses declined $18.5 million and were driven by $6.2 million higher net gains on OREO sales coupled with lower levels of OREO and problem loan expenses of $12.3 million. 2014 included a $4.1 million contract termination accrual related to a change in our core system provider and 2013 included $3.4 million of expenses related to banking center closures. The change in the warrant liability contributed $3.8 million to the year-over-year decline in non-interest expenses.

Conference Call
Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Friday, January 30, 2015. Interested parties may listen to this call by dialing (877) 272-6762 (United States)/(615) 800-6832 (International) using the Conference ID of 40552925 and asking for the National Bank Holdings Corporation Fourth Quarter Earnings conference call. A telephonic replay of the call will be available beginning approximately two hours after the call's completion through February 13, 2015, by dialing (855) 859-2056 (United States)/(404) 537-3406 (International) using the Conference ID of 40552925. The earnings release and an on-line replay of the call will also be available on the Company's website at www.nationalbankholdings.com by visiting the investor relations area.

About Non-GAAP Financial Measures
Certain of the financial measures and ratios we present, including "tangible assets," "return on average tangible assets," "return on average tangible common equity," "tangible common book value," "tangible common book value per share," "tangible common equity," "tangible common equity to tangible assets," "fully taxable equivalent" metrics, "adjusted net income," "adjusted basic earnings per share," "adjusted diluted earnings per share," and "adjusted return on average tangible assets," are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as "non-GAAP financial measures." We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

These non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. In particular, the items that we exclude in our adjustments are not necessarily consistent with the items that our peers may exclude from their results of operations and key financial measures and therefore may limit the comparability of similarly named financial measures and ratios. We compensate for these limitations by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.

About National Bank Holdings Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality customer service and committed to shareholder results. National Bank Holdings Corporation operates a network of 97 banking centers located in Colorado, the greater Kansas City region and Texas. Through the Company's subsidiary, NBH Bank, N.A., it operates under the following brand names: Bank Midwest in Kansas and Missouri, Community Banks of Colorado in Colorado and Hillcrest Bank in Texas. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements contain words such as "anticipate," "believe," "can," "would," "should," "could," "may," "predict," "seek," "potential," "will," "estimate," "target," "plan," "project," "continuing," "ongoing," "expect," "intend" or similar expressions that relate to the Company's strategy, plans or intentions. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements. Such factors include, without limitation, the "Risk Factors" referenced in our most recent Form 10-K filed with the Securities and Exchange Commission (SEC), other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, and the following additional factors: ability to execute our business strategy; business and economic conditions; economic, market, operational, liquidity, credit and interest rate risks associated with the Company's business; effects of any changes in trade, monetary and fiscal policies and laws; changes imposed by regulatory agencies to increase capital standards; effects of inflation, as well as, interest rate, securities market and monetary supply fluctuations; changes in consumer spending, borrowings and savings habits; the Company's ability to identify potential candidates for, consummate, integrate and realize operating efficiencies from, acquisitions; the Company's ability to successfully convert core operating systems, at the estimated cost, without significant business interruption and to realize the anticipated benefits; the Company's ability to achieve organic loan and deposit growth and the composition of such growth; changes in sources and uses of funds; increased competition in the financial services industry; the effect of changes in accounting policies and practices; the share price of the Company's stock; the Company's ability to realize deferred tax assets or the need for a valuation allowance; continued consolidation in the financial services industry; ability to maintain or increase market share and control expenses; costs and effects of changes in laws and regulations and of other legal and regulatory developments; technological changes; the timely development and acceptance of new products and services; the Company's continued ability to attract and maintain qualified personnel; ability to implement and/or improve operational management and other internal risk controls and processes and reporting system and procedures; regulatory limitations on dividends from the Company's bank subsidiary; changes in estimates of future loan reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; widespread natural and other disasters, dislocations, political instability, acts of war or terrorist activities, cyberattacks or international hostilities; impact of reputational risk; and success at managing the risks involved in the foregoing items. The Company can give no assurance that any goal or plan or expectation set forth in forward-looking statements can be achieved and readers are cautioned not to place undue reliance on such statements. The forward-looking statements are made as of the date of this press release, and the Company does not intend, and assumes no obligation, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.


    NATIONAL BANK HOLDINGS CORPORATION

    FINANCIAL SUMMARY

    Consolidated Statements of Operations (Unaudited)

    (Dollars in thousands, except share and per share data)


                                                                For the three months ended                                         For the years ended
                                                                 --------------------------                                        -------------------

                                             December 31,             September 30,              December 31,          December 31,                    December 31,

                                                     2014                                   2014                           2013                                     2014         2013
                                                     ----                                   ----                           ----                                     ----         ----

    Total interest and
     dividend income                                        $46,280                                           $45,492                                           $47,377               $184,662 $195,475

    Total interest expense                          3,696                                  3,597                          3,787                                   14,413       16,514


    Net interest income
     before provision for
     loan losses                                   42,584                                 41,895                         43,590                                  170,249      178,961
                                                   ------                                 ------

    Provision for loan
     losses on 310-30
     loans                                          (185)                                 (191)                         (230)                                   (520)         769

    Provision for loan
     losses on non 310-30
     loans                                          1,450                                  1,706                          1,002                                    6,729        3,527
                                                    -----                                  -----                          -----                                    -----        -----

    Net interest income
     after provision for
     loan losses                                   41,319                                 40,380                         42,818                                  164,040      174,665
                                                   ------                                 ------                         ------                                  -------      -------

    Non-interest income:

    FDIC indemnification
     asset amortization                           (7,922)                               (6,252)                       (7,117)                                (27,741)    (18,960)

    Other FDIC loss-
     sharing income
     (expense)                                    (6,313)                                 (943)                         (467)                                 (8,862)       2,811

    Service charges                                 3,872                                  4,148                          4,011                                   15,430       15,955

    Bank card fees                                  2,575                                  2,615                          2,447                                   10,123        9,956

    Gain on sale of
     mortgages, net                                   326                                    264                            233                                    1,000        1,358

    Other non-interest
     income                                         1,253                                    836                            932                                    3,810        2,901

    Gain on previously
     charged-off acquired
     loans                                             62                                    147                            221                                      737        1,339

    OREO related write-
     ups and other income                           1,030                                    799                          2,104                                    3,807        4,817
                                                    -----                                    ---                          -----                                    -----        -----

      Total non-interest
       income (expense)                           (5,117)                                 1,614                          2,364                                  (1,696)      20,177
                                                   ------                                  -----                          -----                                   ------       ------

    Non-interest expense:

    Salaries and benefits                          20,574                                 21,058                         20,639                                   82,834       90,002

    Occupancy and
     equipment                                      6,263                                  6,155                          6,309                                   25,101       24,700

    Professional fees                               1,077                                    854                            689                                    3,257        3,734

    Other non-interest
     expense                                        8,539                                  7,973                         10,017                                   34,178       39,373

    (Gain) loss from the
     change in fair value
     of warrant liability                           (219)                               (1,256)                           682                                  (2,953)         820

    Intangible asset
     amortization                                   1,336                                  1,336                          1,337                                    5,344        5,346

    Other real estate
     owned expenses
     (income)                                     (8,979)                                   594                          3,282                                  (5,350)      10,957

    Problem loan expenses                             448                                  1,267                          1,283                                    3,482        5,644

    Contract termination
     expenses                                       4,110                                      -                             -                                   4,110            -

    Banking center closure
     related expenses                                   -                                     -                             -                                       -       3,389
                                                      ---                                   ---                           ---                                     ---       -----

      Total non-interest
       expense                                     33,149                                 37,981                         44,238                                  150,003      183,965
                                                   ------                                 ------                         ------                                  -------      -------

    Income before income
     taxes                                          3,053                                  4,013                            944                                   12,341       10,877

    Income tax expense
     (benefit)                                        774                                    676                           (56)                                   3,165        3,950
                                                      ---                                    ---                            ---                                    -----        -----

    Net income                                               $2,279                                            $3,337                                            $1,000                 $9,176   $6,927
                                                             ======                                            ======                                            ======                 ======   ======

    Income per share -
     basic                                                    $0.06                                             $0.08                                             $0.02                  $0.22    $0.14

    Income per share -
     diluted                                                  $0.06                                             $0.08                                             $0.02                  $0.22    $0.14





    NATIONAL BANK HOLDINGS CORPORATION

    Consolidated Statements of Condition (Unaudited)

    (Dollars in thousands, except share and per share data)

                                                  December 31, 2014            September 30, 2014            December 31, 2013
                                                  -----------------            ------------------            -----------------

    ASSETS

    Cash and cash equivalents                                         $256,979                                                   $118,659               $189,460

    Investment securities
     available-for-sale                                   1,479,214                                1,553,641                                1,785,528

    Investment securities held-
     to-maturity                                            530,590                                  557,464                                  641,907

    Non-marketable securities                                27,045                                   21,640                                   31,663

    Loans receivable, net                                 2,162,409                                2,171,372                                1,854,094

      Allowance for loan losses                            (17,613)                                (16,591)                                (12,521)
                                                            -------                                  -------                                  -------

    Loans, net                                            2,144,796                                2,154,781                                1,841,573

    Loans held for sale                                       5,146                                    5,252                                    5,787

    FDIC indemnification asset,
     net                                                     39,082                                   44,413                                   64,447

    Other real estate owned                                  29,120                                   45,885                                   70,125

    Premises and equipment, net                             106,341                                  108,100                                  115,219

    Goodwill                                                 59,630                                   59,630                                   59,630

    Intangible assets, net                                   16,883                                   18,220                                   22,229

    Other assets                                            124,820                                  125,122                                   86,547
                                                            -------                                  -------

      Total assets                                                  $4,819,646                                                 $4,812,807             $4,914,115
                                                                    ==========                                                 ==========             ==========

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Liabilities:

    Non-interest bearing
     demand deposits                                                  $732,580                                                   $724,186               $674,989

    Interest bearing demand
     deposits                                               386,121                                  369,917                                  386,762

    Savings and money market                              1,290,436                                1,307,285                                1,280,871
                                                          ---------                                ---------                                ---------

      Total transaction deposits                          2,409,137                                2,401,388                                2,342,622

    Time deposits                                         1,357,051                                1,396,070                                1,495,687
                                                          ---------                                ---------                                ---------

      Total deposits                                      3,766,188                                3,797,458                                3,838,309

    Securities sold under
     agreements to repurchase                               133,552                                  109,946                                   99,547

    Federal Home Loan Bank
     advances                                                40,000                                        -                                       -

    Other liabilities                                        85,331                                   96,441                                   78,467
                                                             ------                                   ------                                   ------

    Total liabilities                                     4,025,071                                4,003,845                                4,016,323

    Shareholders' equity:

    Common stock                                                512                                      512                                      512

    Additional paid in capital                              993,212                                  992,587                                  990,216

    Retained earnings                                        40,528                                   40,197                                   39,966

    Treasury stock                                        (245,516)                               (226,230)                               (126,146)

    Accumulated other
     comprehensive income
     (loss), net of tax                                       5,839                                    1,896                                  (6,756)
                                                              -----                                    -----                                   ------

      Total shareholders' equity                            794,575                                  808,962                                  897,792
                                                            -------                                  -------

      Total liabilities and
       shareholders' equity                                         $4,819,646                                                 $4,812,807             $4,914,115
                                                                    ==========                                                 ==========             ==========

    SHARE DATA

    Average basic shares
     outstanding                                         39,439,646                               41,837,485                               47,378,400

    Average diluted shares
     outstanding                                         39,444,330                               41,841,685                               47,494,341

    Ending shares outstanding                            38,884,953                               39,862,824                               44,918,336

    Common book value per share                                         $20.43                                                     $20.29                 $19.99

    Tangible common book value
     per share (1)                                                      $18.63                                                     $18.49                 $18.27

    Tangible common book value
     per share, excluding
     accumulated other
     comprehensive income
     (loss) (1)                                                         $18.48                                                     $18.44                 $18.42

    CAPITAL RATIOS

    Average equity to average
     assets                                                  16.75%                                  17.50%                                  19.02%

    Tangible common equity to
     tangible assets (1)                                     15.25%                                  15.54%                                  16.97%

    Leverage ratio                                           14.98%                                  15.23%                                  16.63%


             (1)    Represents a non-GAAP financial
                     measure.  See non-GAAP
                     reconciliations.


    NATIONAL BANK HOLDINGS CORPORATION

    Loan Portfolio Update

    (Dollars in thousands)


    Accounting Treatment and Loss-Share Coverage Period End Loan Balances:


                                                                                               December 31, 2014                                    September 30, 2014                                        December 31, 2013
                                                                                               -----------------                                    ------------------                                        -----------------

                                                                           ASC 310-                   Non 310-30       Total                 ASC 310-                        Non 310-30   Total Loans                   ASC 310-          Non 310-30         Total Loans
                                                                           30 Loans                      Loans         Loans                 30 Loans                           Loans                                   30 Loans             Loans
                                                                           --------                      -----         -----                 --------                           -----                                   --------             -----

    Commercial                                                                          $22,956                           $772,440                                    $795,396                         $37,665                           $717,507                          $755,172                $61,511   $421,984   $483,495

    Agriculture                                                               19,063                           118,468               137,531                             20,071           142,801                              162,872                27,000                  132,952   159,952

    Commercial
     real estate                                                             192,330                           369,264               561,594                            213,871           380,445                              594,316               291,198                  283,022   574,220

    Residential
     real estate                                                              40,761                           591,939               632,700                             43,979           579,420                              623,399                63,011                  536,913   599,924

    Consumer                                                                   4,535                            30,653                35,188                              5,007            30,606                               35,613                 8,160                   28,343    36,503
                                                                               -----                            ------                ------                              -----            ------                               ------                 -----                   ------    ------

    Total                                                                              $279,645                         $1,882,764                                  $2,162,409                        $320,593                         $1,850,779                        $2,171,372               $450,880 $1,403,214 $1,854,094
                                                                                       ========                         ==========                                  ==========                        ========                         ==========                        ==========               ======== ========== ==========

    Covered                                                                            $160,876                            $32,821                                    $193,697                        $183,486                            $35,982                          $219,468               $259,364    $50,033   $309,397

    Non-covered                                                              118,769                         1,849,943             1,968,712                            137,107         1,814,797                            1,951,904               191,516                1,353,181 1,544,697
                                                                             -------                         ---------             ---------                            -------         ---------                            ---------               -------                --------- ---------

    Total                                                                              $279,645                         $1,882,764                                  $2,162,409                        $320,593                         $1,850,779                        $2,171,372               $450,880 $1,403,214 $1,854,094
                                                                                       ========                         ==========                                  ==========                        ========                         ==========                        ==========               ======== ========== ==========



    Strategic/Non-Strategic Period-End Loan Balances:


                                                                                               December 31, 2014                                    September 30, 2014                                        December 31, 2013
                                                                                               -----------------                                    ------------------                                        -----------------

                                                                           Strategic                     Non-          Total                 Strategic                          Non-         Total                      Strategic            Non-               Total
                                                                                                     strategic                                                              strategic                                                    strategic
                                                                                                                                                                                                                                                             ---

    Commercial                                                                         $765,114                            $30,282                                    $795,396                        $707,999                            $47,173                          $755,172               $411,589    $71,906   $483,495

    Agriculture                                                              135,559                             1,972               137,531                            160,851             2,021                              162,872               154,811                    5,141   159,952

    Owner-
     occupied
     commercial
     real estate                                                             140,729                            19,228               159,957                            144,223            19,988                              164,211               123,386                   30,306   153,692

    Commercial
     real estate                                                             275,311                           126,326               401,637                            273,949           156,156                              430,105               210,265                  210,263   420,528

    Residential
     real estate                                                             610,583                            22,117               632,700                            599,523            23,876                              623,399               570,455                   29,469   599,924

    Consumer                                                                  33,371                             1,817                35,188                             33,640             1,973                               35,613                33,599                    2,904    36,503
                                                                              ------                             -----                ------                             ------             -----                               ------                ------                    -----    ------

    Total                                                                            $1,960,667                           $201,742                                  $2,162,409                      $1,920,185                           $251,187                        $2,171,372             $1,504,105   $349,989 $1,854,094
                                                                                     ==========                           ========                                  ==========                      ==========                           ========                        ==========             ==========   ======== ==========




    Originations:

                      Fourth            Third        Second          First   Fourth

                     quarter           quarter      quarter         quarter quarter

                         2014                2014      2014            2014      2013
                         ----                ----      ----            ----      ----

    Commercial                $102,732              $110,083                 $133,671         $130,096 $159,931

    Agriculture         4,952                 7,014          10,288              4,959 23,610

    Owner-occupied
     commercial real
     estate            11,139                10,293          28,803             21,002  6,380

    Commercial real
     estate            27,617                33,817          45,903             29,633 14,579

    Residential real
     estate            31,680                35,404          44,539             27,812 36,113

    Consumer            4,111                 6,678           3,556              3,461  3,594
                        -----                 -----           -----              -----

    Total                     $182,231              $203,289                 $266,760         $216,963 $244,207
                              ========              ========                 ========         ======== ========




    NATIONAL BANK HOLDINGS CORPORATION

    Summary of Net Interest Margin (Fully taxable equivalent adjusted)

    (Dollars in thousands)


                                                                            Three months ended                                         Three months ended                                              Three months ended

                                                                            December 31, 2014                                          September 30, 2014                                              December 31, 2013
                                                                         -----------------                                    ------------------                                        -----------------

                                                       Average                                                Average                  Average                                                      Average                    Average                                           Average

                                                       Balance                     Interest             Rate                Balance                     Interest                 Rate               Balance               Interest                Rate
                                                       -------                     --------             ----                -------                     --------                 ----               -------               --------                ----

    Interest earning assets:

    ASC 310-30 loans                                                  $295,308                                  $14,195                          19.23%                                    $341,405                                       $14,368                16.83%                                 $475,562                       $17,045 14.34%

    Non 310-30 loans(1)(2)(3)(4)                      1,879,779                                20,897                       4.41%                            1,767,106                        19,266                                4.33%              1,310,450                         16,220                          4.91%

    Investment securities
     available-for-sale                               1,529,101                                 7,273                       1.90%                            1,614,621                         7,693                                1.91%              1,864,960                          8,886                          1.91%

    Investment securities held-
     to-maturity                                        545,735                                 3,855                       2.83%                              575,289                         4,056                                2.82%                655,805                          4,676                          2.85%

    Other securities                                     26,997                                   302                       4.47%                               21,649                           245                                4.53%                 31,700                            389                          4.91%

    Interest earning deposits and
     securities purchased under
     agreements to resell                               118,171                                    78                       0.26%                              133,752                            95                                0.28%                234,739                            161                          0.27%
                                                        -------                                   ---                                                          -------                           ---                                                     -------                            ---

    Total interest earning
     assets(4)                                                      $4,395,091                                  $46,600                           4.21%                                  $4,453,822                                       $45,723                 4.07%                               $4,573,216                       $47,377  4.11%
                                                                    ==========                                  =======                                                                  ==========                                       =======                                                     ==========                       =======

    Cash and due from banks                              57,031                                                                                                          57,056                                                                                          60,961

    Other assets                                        391,582                                                                                                         360,532                                                                                         391,974

    Allowance for loan losses                          (17,260)                                                                                                       (16,601)                                                                                       (11,977)
                                                        -------                                                                                                         -------                                                                                         -------

    Total assets                                                    $4,826,444                                                                                                        $4,854,809                                                                                                $5,014,174
                                                                    ==========                                                                                                        ==========                                                                                                ==========

    Interest bearing liabilities:

    Interest bearing demand,
     savings and money market
     deposits                                                       $1,677,494                                   $1,075                           0.25%                                  $1,689,692                                        $1,092                 0.26%                               $1,667,653                        $1,031  0.25%

    Time deposits                                     1,375,779                                 2,420                       0.70%                            1,412,916                         2,471                                0.69%              1,544,223                          2,715                          0.70%

    Securities sold under
     agreements to repurchase                           113,993                                    37                       0.13%                              104,020                            34                                0.13%                107,985                             41                          0.15%

    Federal Home Loan Bank
     advances                                            39,565                                   164                       1.64%                                    -                            -                               0.00%                      -                             -                         0.00%
                                                         ------                                   ---                                                              ---                          ---                                                        ---                           ---

    Total interest bearing
     liabilities                                                    $3,206,831                                   $3,696                           0.46%                                  $3,206,628                                        $3,597                 0.44%                               $3,319,861                        $3,787  0.45%
                                                                    ==========                                   ======                                                                  ==========                                        ======                                                     ==========                        ======

    Demand deposits                                     728,345                                                                                                         715,198                                                                                         676,959

    Other liabilities                                    82,632                                                                                                          83,632                                                                                          63,518
                                                         ------                                                                                                          ------                                                                                          ------

    Total liabilities                                 4,017,808                                                                                                       4,005,458                                                                                       4,060,338
                                                      ---------                                                                                                       ---------                                                                                       ---------

    Shareholders' equity                                808,636                                                                                                         849,351                                                                                         953,836
                                                        -------                                                                                                         -------                                                                                         -------

    Total liabilities and
     shareholders' equity                                           $4,826,444                                                                                                          $4,854,809                                                                                                  $5,014,174
                                                                    ==========                                                                                                        ==========                                                                                                ==========

    Net interest income                                                                               $42,904                                                                                                              $42,126                                                                                             $43,590
                                                                                                      =======                                                                                                              =======                                                                                             =======

    Interest rate spread                                                                                                3.75%                                                                                                 3.63%                                                                              3.66%

    Net interest earning assets                                     $1,188,260                                                                                                        $1,247,194                                                                                                $1,253,355
                                                                    ==========                                                                                                        ==========                                                                                                ==========

    Net interest margin(4)                                                                                              3.87%                                                                                                 3.75%                                                                              3.78%

    Ratio of average interest
     earning assets to average
     interest bearing liabilities                       137.05%                                                                                                          138.89%                                                                                          137.75%



             (1)    Originated
                     loans are
                     net of
                     deferred
                     loan fees,
                     less costs,
                     which are
                     included in
                     interest
                     income over
                     the life of
                     the loan.

             (2)    Includes
                     originated
                     loans with
                     average
                     balances of
                     $1.6
                     billion,
                     $1.5 billion
                     and $972.3
                     million, and
                     interest
                     income of
                     $17.1
                     million,
                     $15.4
                     million and
                     $10.7
                     million,
                     with yields
                     of 4.16%,
                     4.07% and
                     4.39% for
                     the three
                     months ended
                     December 31,
                     2014,
                     September
                     30, 2014 and
                     December 31,
                     2013,
                     respectively.

             (3)    Non 310-30
                     loans
                     include
                     loans held-
                     for-sale.
                     Average
                     balances
                     during the
                     three months
                     ended
                     December 31,
                     2014,
                     September
                     30, 2014 and
                     December 31,
                     2013 were
                     $3.6
                     million,
                     $3.8 million
                     and $2.8
                     million, and
                     interest
                     income was
                     $83
                     thousand,
                     $81 thousand
                     and $67
                     thousand for
                     the same
                     periods,
                     respectively.

             (4)    Presented on
                     a fully
                     taxable
                     equivalent
                     basis using
                     the
                     statutory
                     tax rate of
                     35%.  The
                     tax
                     equivalent
                     adjustments
                     included
                     above are
                     $320
                     thousand,
                     $231
                     thousand and
                     $0 for the
                     three months
                     ended
                     December 31,
                     2014,
                     September
                     30, 2014 and
                     December 31,
                     2013,
                     respectively.





    NATIONAL BANK HOLDINGS CORPORATION

    Summary of Net Interest Margin (Fully taxable equivalent adjusted)

    (Dollars in thousands)


                                                                   For the year ended December 31, 2014                             For the year ended December 31, 2013
                                                                   ------------------------------------                             ------------------------------------

                                                       Average                                                      Average                  Average                                                      Average

                                                       Balance                     Interest                   Rate                Balance                     Interest                 Rate
                                                       -------                     --------                   ----                -------                     --------                 ----

    Interest earning assets:

    ASC 310-30 loans                                                  $361,806                                        $60,841                          16.82%                                    $620,709                          $76,661 12.35%

    Non 310-30 loans(1)(2)(3)(4)                      1,691,253                                     74,565                        4.41%                            1,133,895                        62,387                  5.50%

    Investment securities
     available-for-sale                               1,655,730                                     31,887                        1.93%                            1,951,039                        35,460                  1.82%

    Investment securities held-
     to-maturity                                        588,909                                     16,764                        2.85%                              597,920                        18,485                  3.09%

    Other securities                                     25,855                                      1,206                        4.66%                               32,135                         1,559                  4.85%

    Interest earning deposits and
     securities purchased under
     agreements to resell                               123,350                                        329                        0.27%                              362,854                           923                  0.25%
                                                        -------                                        ---                                                           -------                           ---

    Total interest earning
     assets(4)                                                      $4,446,903                                       $185,592                           4.17%                                  $4,698,552                         $195,475  4.16%
                                                                    ==========                                       ========                                                                  ==========                         ========

    Cash and due from banks                              57,763                                                                                                                60,922

    Other assets                                        378,723                                                                                                               428,426

    Allowance for loan losses                          (15,460)                                                                                                             (12,690)
                                                        -------                                                                                                               -------

    Total assets                                                    $4,867,929                                                                                                              $5,175,210
                                                                    ==========                                                                                                              ==========

    Interest bearing liabilities:

    Interest bearing demand,
     savings and money market
     deposits                                                       $1,701,344                                         $4,323                           0.25%                                  $1,719,507                           $4,271  0.25%

    Time deposits                                     1,421,726                                      9,797                        0.69%                            1,607,676                        12,122                  0.75%

    Securities sold under
     agreements to repurchase                            99,057                                        129                        0.13%                               84,354                           121                  0.14%

    Federal Home Loan Bank
     advances                                             9,975                                        164                        1.64%                                    -                            -                 0.00%
                                                          -----                                        ---                                                               ---                          ---

    Total interest bearing
     liabilities                                                    $3,232,102                                        $14,413                           0.45%                                  $3,411,537                          $16,514  0.48%
                                                                    ==========                                        =======                                                                  ==========                          =======

    Demand deposits                                     700,809                                                                                                               660,254

    Other liabilities                                    74,327                                                                                                                64,666
                                                         ------                                                                                                                ------

    Total liabilities                                 4,007,238                                                                                                             4,136,457
                                                      ---------                                                                                                             ---------

    Shareholders' equity                                860,691                                                                                                             1,038,753
                                                        -------                                                                                                             ---------

    Total liabilities and
     shareholders' equity                                           $4,867,929                                                                                                                $5,175,210
                                                                    ==========                                                                                                              ==========

    Net interest income                                                                                    $171,179                                                                                               $178,961
                                                                                                           ========                                                                                               ========

    Interest rate spread                                                                                                      3.72%                                                                                   3.68%

    Net interest earning assets                                     $1,214,801                                                                                                              $1,287,015
                                                                    ==========                                                                                                              ==========

    Net interest margin(4)                                                                                                    3.85%                                                                                   3.81%

    Ratio of average interest
     earning assets to average
     interest bearing liabilities                       137.59%                                                                                                                137.73%



             (1)    Originated
                     loans are
                     net of
                     deferred
                     loan fees,
                     less costs,
                     which are
                     included in
                     interest
                     income over
                     the life of
                     the loan.

             (2)    Includes
                     originated
                     loans with
                     average
                     balances of
                     $1.4 billion
                     and $734.0
                     million, and
                     interest
                     income of
                     $58.1
                     million and
                     $33.6
                     million,
                     with yields
                     of 4.10% and
                     4.57% for
                     the 2014 and
                     2013,
                     respectively.

             (3)    Non 310-30
                     loans
                     include
                     loans held-
                     for-sale.
                     Average
                     balances
                     during 2014
                     and 2013
                     were $3.1
                     million and
                     $5.4
                     million, and
                     interest
                     income was
                     $267
                     thousand and
                     $329
                     thousand for
                     the same
                     periods,
                     respectively.

             (4)    Presented on
                     a fully
                     taxable
                     equivalent
                     basis using
                     the
                     statutory
                     tax rate of
                     35%.  The
                     tax
                     equivalent
                     adjustments
                     included
                     above are
                     $930
                     thousand and
                     $0 for 2014
                     and 2013,
                     respectively.






    NATIONAL BANK HOLDINGS CORPORATION

    (Dollars in thousands)

    Allowance For Loan Losses Analysis (1):

                                                                                                                         As of and for the three months ended:
                                                                                                                         -------------------------------------

                                                                           December 31, 2014                                                  September 30, 2014                                                 December 31, 2013
                                                                        -----------------                                           ------------------                                          -----------------

                                                     ASC 310-                 Non 310-30         Total             ASC 310-                  Non 310-30          Total                   ASC 310-                Non 310-30                  Total
                                                            30                                                             30                                                                     30
                                                           ---                                                                                                                                  ---

    Beginning allowance for loan losses                            $907                              $15,684                                         $16,591                         $1,098                                             $14,474                   $15,572               $1,604           $9,815           $11,419

    Net charge-offs                                        (1)                             (242)             (243)                                       -             (496)                                 (496)                                 (94)          424      330

    Provision (recoupment)/expense                       (185)                             1,450              1,265                                    (191)             1,706                                  1,515                                 (230)        1,002      772

    Ending allowance for loan losses                               $721                              $16,892                                         $17,613                           $907                                             $15,684                   $16,591               $1,280          $11,241           $12,521
                                                                   ====                              =======                                         =======                           ====                                             =======                   =======               ======          =======           =======

    Ratio of annualized net charge-offs to average
     total loans during the period, respectively                0.00%                               0.05%                                          0.04%                         0.00%                                              0.11%                    0.09%               0.08%         (0.13)%          (0.07)%

    Ratio of allowance for loan losses to total
     loans outstanding at period end, respectively              0.26%                               0.90%                                          0.81%                         0.28%                                              0.85%                    0.76%               0.28%           0.80%            0.68%

    Ratio of allowance for loan losses to total non-
     performing loans at period end, respectively               0.00%                             156.22%                                        162.89%                         0.00%                                             82.83%                   87.62%               8.63%         118.11%           51.43%

    Total loans                                                $279,645                           $1,882,764                                      $2,162,409                       $320,593                                          $1,850,779                $2,171,372             $450,880       $1,403,214        $1,854,094
                                                                                                                                                                               341,405
    Average total loans during the period                      $295,308                           $1,876,203                                      $2,171,511                  $                                                     $1,763,279                $2,104,684             $475,562       $1,307,631        $1,783,193

    Total non-performing loans(2)                            $        -                             $10,813                                         $10,813                  $           -                                            $18,936                   $18,936              $14,827           $9,517           $24,344




    Past Due Loans(1):


                                  December 31, 2014                                      September 30, 2014                                 December 31, 2013
                                  -----------------                                      ------------------                                 -----------------

                       ASC 310-30                   Non 310-30         Total         ASC 310-30             Non 310-30            Total ASC 310-30                   Non 310-30            Total
                         Loans                         Loans                            Loans                 Loans                       Loans                         Loans
                         -----                         -----                            -----                 -----                       -----                         -----

    Non-accrual loans           $              -                             $3,840                                      $3,840                    $               -                             $15,272                   $15,272                   $14,827   $5,943   $20,770

    Restructured
     loans on non-
     accrual                    -                               6,973                       6,973                              -               3,664                                3,664                            -        3,574          3,574

    Loans 30-89 days
     past due and
     still accruing
     interest               7,016                                1,142                       8,158                         30,761                5,452                               36,213                       11,245         2,854         14,099

    Loans 90 days
     past due and
     still accruing
     interest              33,834                                  263                      34,097                         42,930                  225                               43,155                       55,864           129         55,993

    Total past due
     and non-accrual
     loans                               $40,850                             $12,218                                     $53,068                              $73,691                              $24,613                   $98,304                   $81,936  $12,500   $94,436
                                         =======                             =======                                     =======                              =======                              =======                   =======                   =======  =======   =======

    Total 90 days
     past due and
     still accruing
     interest and
     non-accrual
     loans to total
     loans,
     respectively          12.10%                               0.59%                      2.08%                        13.39%               1.04%                               2.86%                      15.68%        0.69%         4.33%

    Total non-
     accrual loans to
     total loans,
     respectively           0.00%                               0.57%                      0.50%                         0.00%               1.02%                               0.87%                       3.29%        0.68%         1.31%

    % of total past
     due and non-
     accrual loans
     that carry fair
     value marks          100.00%                              34.66%                     84.96%                       100.00%              27.68%                              81.89%                     100.00%       52.23%        93.68%

    % of total past
     due and non-
     accrual loans
     that are covered
     by FDIC loss
     sharing
     agreements,
     respectively          87.41%                              11.39%                     69.91%                        84.23%               6.55%                              64.78%                      77.63%       18.27%        69.77%


    NATIONAL BANK HOLDINGS CORPORATION

    (Dollars in thousands)


    Asset Quality Data (Covered/Non-covered)(1):


                                                                     December 31, 2014                                                   September 30, 2014                                        December 31, 2013
                                                                     -----------------                                                   ------------------                                        -----------------

                                                 Non-covered             Covered              Total         Non-covered          Covered                    Total Non-covered             Covered              Total
                                                 -----------             -------              -----         -----------          -------                    ----- -----------             -------              -----

    Non-accrual loans                                         $3,729                                   $111                                      $3,840                           $15,124                                    $147                $15,271                    $5,672         $15,098 $20,770

    Restructured loans on non-
     accrual                                           5,767                            1,206                        6,973                         2,272                    1,393                         3,665                         1,901        1,673           3,574
                                                       -----                            -----                        -----                         -----                    -----                         -----                         -----        -----           -----

    Total non-performing loans(2)                      9,496                            1,317                       10,813                        17,396                    1,540                        18,936                         7,573       16,771          24,344

    OREO                                              10,653                           18,467                       29,120                        15,753                   30,132                        45,885                        31,300       38,825          70,125

    Other repossessed assets                             829                               20                          849                           869                       20                           889                           784          302           1,086
                                                         ---                              ---                          ---                           ---                      ---                           ---                           ---          ---           -----

    Total non-performing assets                              $20,978                                $19,804                                     $40,782                           $34,018                                 $31,692                $65,710                   $39,657         $55,898 $95,555
                                                             =======                                =======                                     =======                           =======                                 =======                =======                   =======         ======= =======

    Loans 90 days or more past
     due and still accruing
     interest                                                   $188                                    $75                                        $263                              $225                            $          -                  $225                       $14            $115    $129

    Accruing restructured
     loans(3)                                                 $9,489                                 $9,786                                     $19,275                           $15,758                                  $9,277                $25,035                    $5,891          $5,714 $11,605

    Allowance for loan losses                                                                                            $17,613                                                                                     $16,591                                                       $12,521

    Total non-performing loans
     to total non-covered, total
     covered, and total loans,
     respectively                                      0.48%                           0.68%                       0.50%                        0.89%                   0.70%                        0.87%                        0.49%       5.42%           1.31%

    Loans 90 days or more past
     due and still accruing
     interest to total non-
     covered loans, total covered
     loans, and total loans,
     respectively                                      0.01%                           0.04%                       0.01%                        0.01%                   0.00%                        0.01%                        0.00%       0.04%           0.01%

    Total non-performing assets to total
     assets                                                                                                      0.85%                                                                             1.37%                                                    1.94%

    Allowance for loan losses to non-
     performing loans                                                                                          162.89%                                                                            87.62%                                                   51.43%



               (1)    Loans accounted for under ASC
                       310-30 may be considered
                       performing, regardless of past
                       due status, if the timing and
                       expected cash flows on these
                       loans can be reasonably
                       estimated and if collection of
                       the new carrying value is
                       expected.

               (2)    Non-performing loans were
                       redefined during the third
                       quarter of 2014 to only
                       include non-accrual loans and
                       restructured loans on non-
                       accrual. All previous periods
                       have been restated.

               (3)    Includes restructured loans
                       less than 90 days past due and
                       still accruing interest.


    Changes in Accretable
     Yield:

                                                            For the three months ended                         Life-to-date
                                                            --------------------------                         ------------

                                               December 31,      September 30,                  December 31,                December 31,
                                                       2014                2014                           2013                         2014
                                                       ----                ----                           ----                         ----

    Accretable yield at beginning of
     period                                        $113,108                            $116,095                                   $124,086  $        -

    Additions through acquisitions           -                               -                             -                     214,994

    Reclassification from non-
     accretable difference to
     accretable yield                   16,858                           11,736                         25,343                      233,936

    Reclassification to non-
     accretable difference from
     accretable yield                  (2,308)                           (355)                       (1,760)                    (23,596)

    Accretion                         (14,195)                        (14,368)                      (17,045)                   (311,871)

    Accretable yield at end of period              $113,463                            $113,108                                   $130,624    $113,463
                                                   ========                            ========                                   ========    ========




    NATIONAL BANK HOLDINGS CORPORATION

    Key Ratios

                                                  As of and for the                       As of and for the

                                                  three months ended                         years ended
                                                  ------------------                         -----------

                                        December 31,                 September          December 31,        December 31,    December 31,
                                            2014                      30, 2014               2013                 2014             2013
                                       -------------                 ----------         ------------         -------------    ------------

    Key Ratios(1)
    ------------

    Return on
     average
     assets                                        0.19%                          0.27%                               0.08%                  0.19%   0.13%

    Return on
     average
     tangible
     assets(2)                                     0.26%                          0.34%                               0.15%                  0.26%   0.20%

    Return on
     average
     equity                                        1.12%                          1.56%                               0.42%                  1.07%   0.67%

    Return on
     average
     tangible
     common
     equity(2)                                     1.66%                          2.12%                               0.82%                  1.58%   1.06%

    Return on risk
     weighted
     assets                                        0.37%                          0.53%                               0.19%                  0.37%   0.33%

    Interest
     earning
     assets to
     interest
     bearing
     liabilities
     (end of
     period)(3)                                  137.36%                        137.71%                             137.05%                137.36% 137.05%

    Loans to
     deposits
     ratio (end of
     period)                                      57.55%                         57.32%                              48.46%                 57.55%  48.46%

    Average equity
     to average
     assets                                       16.75%                         17.50%                              19.02%                 17.68%  20.07%

    Non-interest
     bearing
     deposits to
     total
     deposits (end
     of period)                                   19.45%                         19.07%                              17.59%                 19.45%  17.59%

    Net interest
     margin                                        3.84%                          3.73%                               3.78%                  3.83%   3.81%

    Net interest
     margin (fully
     taxable
     equivalent)(2)(4)                             3.87%                          3.75%                               3.78%                  3.85%   3.81%

    Interest rate
     spread(5)                                     3.75%                          3.63%                               3.66%                  3.72%   3.68%

    Yield on
     earning
     assets                                        4.18%                          4.05%                               4.11%                  4.15%   4.16%

    Yield on
     earning
     assets (fully
     taxable
     equivalent)(2)(3)                             4.21%                          4.07%                               4.11%                  4.17%   4.16%

    Cost of
     interest
     bearing
     liabilities(3)                                0.46%                          0.44%                               0.45%                  0.45%   0.48%

    Cost of
     deposits                                      0.37%                          0.37%                               0.38%                  0.37%   0.41%

    Non-interest
     expense to
     average
     assets                                        2.72%                          3.10%                               3.50%                  3.08%   3.55%

    Efficiency
     ratio                                        84.91%                         84.22%                              93.36%                 85.82%  89.70%

    Efficiency
     ratio (fully
     taxable
     equivalent)
     (2)(6)                                       84.19%                         83.78%                              93.36%                 85.35%  89.70%

    Adjusted
     efficiency
     ratio (fully
     taxable
     equivalent)(2)(6)                            71.58%                         72.10%                              73.52%                 72.13%  75.46%

    Asset Quality
     Data
     (7)(8)(9)
    -------------

    Non-
     performing
     loans to
     total loans                                   0.50%                          0.87%                               1.31%                  0.50%   1.31%

    Covered non-
     performing
     loans to
     total non-
     performing
     loans                                        12.18%                          8.13%                              68.89%                 12.18%  68.89%

    Non-
     performing
     assets to
     total assets                                  0.85%                          1.37%                               1.94%                  0.85%   1.94%

    Covered non-
     performing
     assets to
     total non-
     performing
     assets                                       48.56%                         48.23%                              58.50%                 48.56%  58.50%

    Allowance for
     loan losses
     to total
     loans                                         0.81%                          0.76%                               0.68%                  0.81%   0.68%

    Allowance for
     loan losses
     to total non-
     covered loans                                 0.89%                          0.85%                               0.81%                  0.89%   0.81%

    Allowance for
     loan losses
     to non-
     performing
     loans                                       162.89%                         87.62%                              51.43%                162.89%  51.43%

    Net charge-
     offs to
     average loans                                 0.04%                          0.09%                             (0.07)%                  0.05%   0.41%


             (1)    Ratios are
                     annualized.

             (2)    Ratio represents
                     non-GAAP
                     financial
                     measure.  See
                     non-GAAP
                     reconciliations
                     starting on
                     page 16.

             (3)    Interest earning
                     assets include
                     assets that
                     earn interest/
                     accretion or
                     dividends,
                     except for the
                     FDIC
                     indemnification
                     asset that may
                     earn accretion
                     but is not part
                     of interest
                     earning assets.
                      Any market
                      value
                     adjustments on
                     investment
                     securities are
                     excluded from
                     interest-
                     earning assets.
                      Interest
                      bearing
                     liabilities
                     include
                     liabilities
                     that must be
                     paid interest.

             (4)    Net interest
                     margin
                     represents net
                     interest
                     income,
                     including
                     accretion
                     income on
                     interest
                     earning assets,
                     as a percentage
                     of average
                     interest
                     earning assets.

             (5)    Interest rate
                     spread
                     represents the
                     difference
                     between the
                     weighted
                     average yield
                     on interest
                     earning assets
                     and the
                     weighted
                     average cost of
                     interest
                     bearing
                     liabilities.

             (6)    The efficiency
                     ratio
                     represents non-
                     interest
                     expense, less
                     intangible
                     asset
                     amortization,
                     as a percentage
                     of net interest
                     income plus
                     non-interest
                     income on a
                     fully taxable
                     equivalent
                     basis.

             (7)    Non-performing
                     loans consist
                     of non-
                     accruing loans
                     and
                     restructured
                     loans on non-
                     accrual, but
                     exclude any
                     loans accounted
                     for under ASC
                     310-30 in
                     which the pool
                     is still
                     performing.
                     These ratios
                     may, therefore,
                     not be
                     comparable to
                     similar ratios
                     of our peers.

             (8)    Non-performing
                     assets include
                     non-performing
                     loans, other
                     real estate
                     owned and other
                     repossessed
                     assets.

             (9)    Total loans are
                     net of unearned
                     discounts and
                     fees.


    NATIONAL BANK HOLDINGS CORPORATION

    Non-GAAP Financial Measures

    (Dollars in thousands, except share and per share data)


    Statements of Financial Condition Non-GAAP Reconciliations


                                                               December 31, 2014            September 30, 2014             December 31,

                                                                                                                                   2013
                                                                                                                                   ----

    Total shareholders' equity                                                     $794,575                                               $808,962              $897,792

    Less: goodwill and intangible assets,
     net                                                                (76,513)                                 (77,850)                          (81,859)

    Add: deferred tax liability related to
     goodwill                                                              6,222                                     5,834                              4,671

    Tangible common equity (non-GAAP)                                              $724,284                                               $736,946              $820,604
                                                                                   ========                                               ========              ========


    Total assets                                                                 $4,819,646                                             $4,812,807            $4,914,115

    Less: goodwill and intangible assets,
     net                                                                (76,513)                                 (77,850)                          (81,859)

    Add: deferred tax liability related to
     goodwill                                                              6,222                                     5,834                              4,671

    Tangible assets (non-GAAP)                                                   $4,749,355                                             $4,740,791            $4,836,927
                                                                                 ==========                                             ==========            ==========


    Tangible common equity to tangible
     assets calculations:

    Total shareholders' equity to total
     assets                                                               16.49%                                   16.81%                            18.27%

    Less: impact of goodwill and intangible
     assets, net                                                         (1.24%)                                  (1.27%)                           (1.30%)
                                                                          ------                                    ------                             ------

    Tangible common equity to tangible
     assets (non-GAAP)                                                    15.25%                                   15.54%                            16.97%
                                                                           =====                                     =====                              =====


    Common book value per share
     calculations:

    Total shareholders' equity                                                     $794,575                                               $808,962              $897,792

    Divided by: ending shares outstanding                             38,884,953                                39,862,824                         44,918,336
                                                                      ----------                                ----------                         ----------

    Common book value per share                                                      $20.43                                                 $20.29                $19.99
                                                                                     ======                                                 ======                ======


    Tangible common book value per share
     calculations:

    Tangible common equity (non-GAAP)                                              $724,284                                               $736,946              $820,604

    Divided by: ending shares outstanding                             38,884,953                                39,862,824                         44,918,336
                                                                                                               ----------

    Tangible common book value per share
     (non-GAAP)                                                                      $18.63                                                 $18.49                $18.27
                                                                                     ======                                                 ======                ======


    Tangible common book value per share,
     excluding accumulated other
     comprehensive income (loss)
     calculations:

    Tangible common equity (non-GAAP)                                              $724,284                                               $736,946              $820,604

    Less: accumulated other comprehensive
     income (loss), net of tax                                           (5,839)                                  (1,896)                             6,756
                                                                          ------                                    ------                              -----

    Tangible common book value, excluding
     accumulated other comprehensive income
     (loss), net of tax (non-GAAP)                                       718,445                                   735,050                            827,360

    Divided by: ending shares outstanding                             38,884,953                                39,862,824                         44,918,336
                                                                                                               ----------

    Tangible common book value per share,
     excluding accumulated other
     comprehensive income (loss), net of
     tax (non-GAAP)                                                                  $18.48                                                 $18.44                $18.42
                                                                                     ======                                                 ======                ======


    Return on Average Tangible Assets and Return on Average Tangible Equity

                                                                       As of and for the                                                    As of and for the

                                                                      three months ended                                                       years ended
                                                                      ------------------                                                       -----------

                                          December 31,                 September 30,              December 31,                December 31,                    December 31,
                                                  2014                           2014                       2013                           2014                        2013
                                                  ----                           ----                       ----                           ----                        ----

    Net income                                                $2,279                                                 $3,337                                          $1,000                $9,176     $6,927

    Add: impact of core
     deposit intangible
     amortization
     expense, after tax                            815                                        815                                  809                                 3,260     3,235
                                                   ---                                        ---                                  ---                                 -----     -----

    Net income adjusted
     for impact of core
     deposit intangible
     amortization
     expense, after tax                                       $3,094                                                 $4,152                                          $1,809               $12,436    $10,162
                                                              ======                                                 ======                                          ======               =======    =======


    Average assets                                        $4,846,444                                             $4,854,809                                      $5,014,174            $4,867,929 $5,175,210

    Less: average
     goodwill and
     intangible assets,
     net of deferred
     tax asset related
     to goodwill                                71,080                                     72,781                               77,973                                73,074    79,964
                                                ------                                     ------                               ------                                ------    ------

    Average tangible
     assets (non-GAAP)                                    $4,775,364                                             $4,782,028                                      $4,936,201            $4,794,855 $5,095,246
                                                          ==========                                             ==========                                      ==========            ========== ==========


    Average
     shareholder's
     equity                                                 $808,636                                               $849,351                                        $953,836              $860,691 $1,038,753

    Less: average
     goodwill and
     intangible assets,
     net of deferred
     tax asset related
     to goodwill                                71,080                                     72,781                               77,973                                73,074    79,964

    Average tangible
     common equity
     (non-GAAP)                                             $737,556                                               $776,570                                        $875,863              $787,617   $958,789
                                                            ========                                               ========                                        ========              ========   ========


    Return on average
     assets                                      0.19%                                     0.27%                               0.08%                                0.19%    0.13%

    Return on average
     tangible assets
     (non-GAAP)                                  0.26%                                     0.34%                               0.15%                                0.26%    0.20%

    Return on average
     equity                                      1.12%                                     1.56%                               0.42%                                1.07%    0.67%

    Return on average
     tangible common
     equity (non-GAAP)                           1.66%                                     2.12%                               0.82%                                1.58%    1.06%


    Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

                                                                       As of and for the                                                  As of and for the
                                                                      three months ended                                                     years ended
                                                                      ------------------                                                     -----------

                                          December 31,                 September 30,              December 31,              December 31,                   December 31,
                                                  2014                           2014                       2013                           2014                        2013
                                                  ----                           ----                       ----                           ----                        ----

    Interest income                                          $46,280                                                $45,492                                         $47,377              $184,662   $195,475

    Add: impact of
     taxable equivalent
     adjustment                                    320                                        231                                    -                                  930         -
                                                   ---                                        ---                                  ---                                  ---       ---

    Interest income,
     fully taxable
     equivalent (non-
     GAAP)                                                   $46,600                                                $45,723                                         $47,377              $185,592   $195,475
                                                             =======                                                =======                                         =======              ========   ========


    Net interest income                                      $42,584                                                $41,895                                         $43,590              $170,249   $178,961

    Add: impact of
     taxable equivalent
     adjustment                                    320                                        231                                    -                                  930         -
                                                   ---                                        ---                                  ---                                  ---       ---

    Net interest
     income, fully
     taxable equivalent
     (non-GAAP)                                              $42,904                                                $42,126                                         $43,590              $171,179   $178,961
                                                             =======                                                =======                                         =======              ========   ========


    Average earning
     assets                                  4,395,091                                  4,453,822                            4,573,216                             4,446,903 4,698,552

    Yield on earning
     assets                                      4.18%                                     4.05%                               4.11%                                4.15%    4.16%

    Yield on earning
     assets,fully
     taxable equivalent
     (non-GAAP)                                  4.21%                                     4.07%                               4.11%                                4.17%    4.16%

    Net interest margin                          3.84%                                     3.73%                               3.78%                                3.83%    3.81%

    Net interest
     margin, fully
     taxable equivalent
     (non-GAAP)                                  3.87%                                     3.75%                               3.78%                                3.85%    3.81%


    Adjusted Efficiency Ratio

                                                     As of and for the                                                 As of and for the
                                                     three months ended                                                   years ended
                                                    ------------------                                                    -----------

                              December 31,           September 30,              December 31,           December 31,         December 31,
                                      2014                     2014                       2013                    2014                  2013
                                      ----                     ----                       ----                    ----                  ----

    Net interest income                     $42,584                                            $41,895                                        $43,590               $170,249  $178,961

    Add: impact of
     taxable equivalent
     adjustment                        320                                  231                                     -                             930           -
                                       ---                                  ---                                   ---                             ---         ---

    Net interest income,
     fully taxable
     equivalent (non-
     GAAP)                                  $42,904                                            $42,126                                        $43,590               $171,179  $178,961
                                            =======                                            =======                                        =======               ========  ========


    Non-interest income                    $(5,117)                                            $1,614                                         $2,364               $(1,696)  $20,177

    Add: FDIC
     indemnification
     asset amortization              7,922                                6,252                                 7,117                           27,741      18,960

    Add: FDIC loss
     sharing income
     (expense)                       6,313                                  943                                   467                            8,862     (2,811)

    Less: gain on sale of
     previously charged-
     off acquired loans               (62)                               (147)                                (221)                           (737)    (1,339)

    Less: impact of OREO
     related write-ups
     and other income              (1,030)                               (799)                              (2,104)                         (3,807)    (4,817)
                                    ------                                 ----                                ------                           ------      ------

    Adjusted non-
     interest income
     (non-GAAP)                              $8,026                                             $7,863                                         $7,623                $30,363   $30,170
                                             ======                                             ======                                         ======                =======   =======


    Non-interest expense
     adjusted for core
     deposit intangible
     asset amortization                     $31,813                                            $36,645                                        $42,901               $144,659  $178,619

    Less: impact of
     change in fair value
     of warrant
     liabilities                       219                                1,256                                 (682)                           2,953       (820)

    Less: other real
     estate owned
     expenses                        8,979                                (594)                              (3,282)                           5,350    (10,957)

    Less: problem loan
     expenses                        (448)                             (1,267)                              (1,283)                         (3,482)    (5,644)

    Less: deconversion
     expenses                      (4,110)                                   -                                    -                         (4,110)          -

    Less: banking center
     closure related
     expenses                            -                                   -                                    -                               -    (3,389)
                                       ---                                 ---                                  ---                             ---     ------

    Adjusted non-
     interest expense
     (non-GAAP)                             $36,453                                            $36,040                                        $37,654               $145,370  $157,809
                                            =======                                            =======                                        =======               ========  ========


    Efficiency ratio                84.91%                              84.22%                               93.36%                          85.82%     89.70%

    Efficiency ratio
     (fully taxable
     equivalent) (non-
     GAAP)                          84.19%                              83.78%                               93.36%                          85.35%     89.70%

    Adjusted efficiency
     ratio (fully taxable
     equivalent) (non-
     GAAP)                          71.57%                              72.10%                               73.52%                          72.13%     75.46%


    Adjusted Financial Results

                                                  For the three months ended                                             For the years ended
                                                  --------------------------                                             -------------------

                                December 31,           September 30,              December 31,           December 31,          December 31,
                                        2014                     2014                       2013                    2014                   2013
                                        ----                     ----                       ----                    ----                   ----

    Adjustments to diluted
     earnings per share:

    Income per share - diluted                 $0.06                                               $0.08                                            $0.02                  $0.22       $0.14

    Adjustments to diluted
     earnings per share (non-
     GAAP)(1)                           0.13                                 0.09                                  0.13                               0.45         0.37

    Adjusted diluted earnings
     per share (non-GAAP)(1)                   $0.19                                               $0.17                                            $0.15                  $0.67       $0.51
                                               =====                                               =====                                            =====                  =====       =====

    Adjustments to return on
     average tangible assets:

    Annualized adjustments to
     net income (non-GAAP)(1)                $21,384                                             $15,064                                          $24,772                $19,118     $18,908

    Divided by: average
     tangible assets (non-
     GAAP)                         4,755,364                            4,782,029                             4,936,201                          4,794,855    5,095,246

    Adjustments to return on
     average tangible assets
     (non-GAAP)                        0.45%                               0.32%                                0.50%                             0.40%       0.37%

    Return on average tangible
     assets (non-GAAP)                 0.26%                               0.34%                                0.15%                             0.26%       0.20%

    Adjusted return on average
     tangible assets (non-
     GAAP)                             0.71%                               0.66%                                0.65%                             0.66%       0.57%
                                        ====                                 ====                                  ====                               ====         ====

    Adjustments to net income:

    Net income                                $2,279                                              $3,337                                           $1,000                 $9,176      $6,927

    Adjustments to net income
     (non-GAAP)(1)                     5,390                                3,797                                 6,244                             19,118       18,908

    Adjusted net income (non-
     GAAP)                                    $7,669                                              $7,134                                           $7,244                $28,294     $25,835
                                              ======                                              ======                                           ======                =======     =======

    (1) Adjustments

    Non-interest income
     adjustments:

     Plus: FDIC indemnification
      asset amortization                      $7,922                                              $6,252                                           $7,117                $27,741     $18,960

     Plus: other FDIC loss
      sharing income (loss)            6,313                                  943                                   467                              8,862      (2,811)

     Less: gain on recoveries
      of previously charged-
      off acquired loans                (62)                               (147)                                (221)                             (737)     (1,339)

     Less: OREO related write-
      ups and other income           (1,030)                               (799)                              (2,104)                           (3,807)     (4,817)

    Total non-interest income
     adjustments (non-GAAP)                  $13,143                                              $6,249                                           $5,259                $32,059      $9,993
                                             -------                                              ------                                           ------                -------      ------

    Non-interest expense
     adjustments:

     Less: other real estate
      owned expenses (income)                 $8,979                                              $(594)                                        $(3,282)                $5,350   $(10,957)

     Less: problem loan
      expenses                         (448)                             (1,267)                              (1,283)                           (3,482)     (5,644)

     Plus: warrant change                219                                1,256                                 (682)                             2,953        (820)

     Less: contract termination
      expenses                       (4,110)                                   -                                    -                           (4,110)           -

     Less: banking center
      closure related expenses             -                                   -                                    -                                 -     (3,389)
                                         ---                                 ---                                  ---                               ---      ------

    Total non-interest
     expense adjustments (non-
     GAAP)                                    $4,640                                              $(605)                                        $(5,247)                  $711   $(20,810)
                                              ------                                               -----                                          -------                   ----    --------

    Pre-tax adjustments                8,503                                6,854                                10,506                             31,348       30,803
                                       -----                                -----

    Collective tax expense
     impact                          (3,113)                             (3,057)                              (4,262)                          (12,230)    (11,895)

    Adjustments to net income
     (non-GAAP)                               $5,390                                              $3,797                                           $6,244                $19,118     $18,908
                                              ======                                              ======                                           ======                =======     =======

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SOURCE National Bank Holdings Corporation