UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
 
 
 
FORM 10-Q
 
 
 
 
 
 
 
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
 
 
 
 
For the Quarterly Period Ended June 30, 2018
 
 
 
 
OR
 
 
 
 
 
 
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
For the Transition Period from ___________ to ___________
 
 
 
 
 
 
 
 
 
Commission file number 001-35095
 
 
 
 
 
 
 
 
 UNITED COMMUNITY BANKS, INC.  
 
 
 
(Exact name of registrant as specified in its charter)
 
 
Georgia
 
58-1807304
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
125 Highway 515 East
 
 
Blairsville, Georgia
 
30512
Address of Principal Executive Offices
 
(Zip Code)
 
(706) 781-2265
 
 
(Telephone Number)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
YES ý NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ý NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý
Accelerated filer ¨
Non-accelerated filer ¨  (Do not check if a smaller reporting company)
Smaller reporting company ¨
Emerging growth company ¨
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 
YES ¨ NO ý

Common stock, par value $1 per share 79,141,038 shares outstanding as of July 31, 2018 .
 



INDEX
 
 
 
 
 
 
Item 1.  
Financial Statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2


Part I – Financial Information
UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Income   (Unaudited)
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Interest revenue:
 
 

 
 

 
 
 
 
Loans, including fees
 
$
103,492

 
$
74,825

 
$
199,961

 
$
147,552

Investment securities, including tax exempt of $1,025 and $357, and $1,997 and $636
 
18,254

 
17,778

 
36,549

 
35,490

Deposits in banks and short-term investments
 
469

 
563

 
995

 
1,082

Total interest revenue
 
122,215

 
93,166

 
237,505

 
184,124

 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
NOW
 
1,303

 
635

 
2,416

 
1,232

Money market
 
2,583

 
1,559

 
4,758

 
2,985

Savings
 
35

 
28

 
84

 
55

Time
 
4,198

 
1,379

 
7,154

 
2,387

Total deposit interest expense
 
8,119

 
3,601

 
14,412

 
6,659

Short-term borrowings
 
198

 
101

 
498

 
141

Federal Home Loan Bank advances
 
1,636

 
1,464

 
3,760

 
2,894

Long-term debt
 
3,786

 
2,852

 
7,074

 
5,728

Total interest expense
 
13,739

 
8,018

 
25,744

 
15,422

Net interest revenue
 
108,476

 
85,148

 
211,761

 
168,702

Provision for credit losses
 
1,800

 
800

 
5,600

 
1,600

Net interest revenue after provision for credit losses
 
106,676

 
84,348

 
206,161

 
167,102

 
 
 
 
 
 
 
 
 
Noninterest income:
 
 
 
 
 
 
 
 
Service charges and fees
 
8,794

 
10,701

 
17,719

 
21,305

Mortgage loan and other related fees
 
5,307

 
4,811

 
10,666

 
9,235

Brokerage fees
 
1,201

 
1,146

 
2,073

 
2,556

Gains from sales of SBA/USDA loans
 
2,401

 
2,626

 
4,179

 
4,585

Securities (losses) gains, net
 
(364
)
 
4

 
(1,304
)
 
2

Other
 
6,001

 
4,397

 
12,403

 
8,076

Total noninterest income
 
23,340

 
23,685

 
45,736

 
45,759

Total revenue
 
130,016

 
108,033

 
251,897

 
212,861

 
 
 
 
 
 
 
 
 
Noninterest expenses:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
45,363

 
37,338

 
88,238

 
74,029

Communications and equipment
 
4,849

 
4,978

 
9,481

 
9,896

Occupancy
 
5,547

 
4,908

 
11,160

 
9,857

Advertising and public relations
 
1,384

 
1,260

 
2,899

 
2,321

Postage, printing and supplies
 
1,685

 
1,346

 
3,322

 
2,716

Professional fees
 
3,464

 
2,371

 
7,508

 
5,415

FDIC assessments and other regulatory charges
 
1,973

 
1,348

 
4,449

 
2,631

Amortization of intangibles
 
1,847

 
900

 
3,745

 
1,873

Merger-related and other charges
 
2,280

 
1,830

 
4,334

 
3,884

Other
 
8,458

 
6,950

 
15,189

 
13,433

Total noninterest expenses
 
76,850

 
63,229

 
150,325

 
126,055

Net income before income taxes
 
53,166

 
44,804

 
101,572

 
86,806

Income tax expense
 
13,532

 
16,537

 
24,280

 
35,015

Net income
 
$
39,634

 
$
28,267

 
$
77,292

 
$
51,791

 
 
 
 
 
 
 
 
 
Net income available to common shareholders
 
$
39,359

 
$
28,267

 
$
76,740

 
$
51,791

 
 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.49

 
$
0.39

 
$
0.97

 
$
0.72

Diluted
 
0.49

 
0.39

 
0.97

 
0.72

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
79,745

 
71,810

 
79,477

 
71,798

Diluted
 
79,755

 
71,820

 
79,487

 
71,809

 

See accompanying notes to consolidated financial statements. 

3


UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Comprehensive Income   (Unaudited)
(in thousands)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
Before-tax
Amount
 
Tax  
(Expense)
Benefit
 
Net of Tax
Amount
 
Before-tax
Amount
 
Tax
(Expense)
Benefit
 
Net of Tax
Amount
2018
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
53,166

 
$
(13,532
)
 
$
39,634

 
$
101,572

 
$
(24,280
)
 
$
77,292

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized losses on available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding losses arising during period
 
(9,574
)
 
2,310

 
(7,264
)
 
(38,838
)
 
9,464

 
(29,374
)
Reclassification adjustment for losses included in net income
 
364

 
(97
)
 
267

 
1,304

 
(317
)
 
987

Net unrealized losses
 
(9,210
)
 
2,213

 
(6,997
)
 
(37,534
)
 
9,147

 
(28,387
)
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
 
218

 
(55
)
 
163

 
439

 
(109
)
 
330

Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges
 
143

 
(38
)
 
105

 
290

 
(76
)
 
214

Net actuarial loss on defined benefit pension plan
 
—

 
—

 
—

 
(5
)
 
1

 
(4
)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan
 
227

 
(73
)
 
154

 
454

 
(131
)
 
323

Net defined benefit pension plan activity
 
227

 
(73
)
 
154

 
449

 
(130
)
 
319

 
 
 
 
 
 
 
 
 
 
 
 
 
Total other comprehensive loss
 
(8,622
)
 
2,047

 
(6,575
)
 
(36,356
)
 
8,832

 
(27,524
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
 
$
44,544

 
$
(11,485
)
 
$
33,059

 
$
65,216

 
$
(15,448
)
 
$
49,768

 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
$
44,804

 
$
(16,537
)
 
$
28,267

 
$
86,806

 
$
(35,015
)
 
$
51,791

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains on available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains arising during period
 
11,120

 
(4,217
)
 
6,903

 
17,628

 
(6,681
)
 
10,947

Reclassification adjustment for gains included in net income
 
(4
)
 
—

 
(4
)
 
(2
)
 
(1
)
 
(3
)
Net unrealized gains
 
11,116

 
(4,217
)
 
6,899

 
17,626

 
(6,682
)
 
10,944

Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity
 
261

 
(98
)
 
163

 
571

 
(214
)
 
357

Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges
 
177

 
(69
)
 
108

 
590

 
(230
)
 
360

Reclassification of disproportionate tax effect related to terminated cash flow hedges
 
—

 
—

 
—

 
—

 
3,400

 
3,400

Net cash flow hedge activity
 
177

 
(69
)
 
108

 
590

 
3,170

 
3,760

Net actuarial gain (loss) on defined benefit pension plan
 
82

 
(32
)
 
50

 
(718
)
 
280

 
(438
)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan
 
200

 
(78
)
 
122

 
400

 
(157
)
 
243

Net defined benefit pension plan activity
 
282

 
(110
)
 
172

 
(318
)
 
123

 
(195
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total other comprehensive income
 
11,836

 
(4,494
)
 
7,342

 
18,469

 
(3,603
)
 
14,866

 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
 
$
56,640

 
$
(21,031
)
 
$
35,609

 
$
105,275

 
$
(38,618
)
 
$
66,657


See accompanying notes to consolidated financial statements.

4


UNITED COMMUNITY BANKS, INC.
Consolidated Balance Sheets   (Unaudited)
 
 
June 30, 2018
 
December 31, 2017
(in thousands, except share data)
 
 
 
 
 
 
 
ASSETS
 
 

 
 

Cash and due from banks
 
$
125,013

 
$
129,108

Interest-bearing deposits in banks
 
191,355

 
185,167

Cash and cash equivalents
 
316,368

 
314,275

Securities available for sale
 
2,536,294

 
2,615,850

Securities held to maturity (fair value $291,463 and $321,276)
 
297,569

 
321,094

Loans held for sale (includes $34,813 and $26,252 at fair value)
 
34,813

 
32,734

Loans and leases, net of unearned income
 
8,220,271

 
7,735,572

Less allowance for loan and lease losses
 
(61,071
)
 
(58,914
)
Loans and leases, net
 
8,159,200

 
7,676,658

Premises and equipment, net
 
202,098

 
208,852

Bank owned life insurance
 
190,649

 
188,970

Accrued interest receivable
 
33,114

 
32,459

Net deferred tax asset
 
77,274

 
88,049

Derivative financial instruments
 
29,896

 
22,721

Goodwill and other intangible assets
 
327,174

 
244,397

Other assets
 
181,091

 
169,401

Total assets
 
$
12,385,540

 
$
11,915,460

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Demand
 
$
3,245,701

 
$
3,087,797

NOW
 
2,031,396

 
2,131,939

Money market
 
2,036,588

 
2,016,748

Savings
 
683,689

 
651,742

Time
 
1,524,635

 
1,548,460

Brokered
 
444,079

 
371,011

Total deposits
 
9,966,088

 
9,807,697

Short-term borrowings
 
9,325

 
50,000

Federal Home Loan Bank advances
 
560,000

 
504,651

Long-term debt
 
308,434

 
120,545

Derivative financial instruments
 
37,261

 
25,376

Accrued expenses and other liabilities
 
125,323

 
103,857

Total liabilities
 
11,006,431

 
10,612,126

Shareholders' equity:
 
 
 
 
Common stock, $1 par value; 150,000,000 shares authorized;
    79,137,810 and 77,579,561 shares issued and outstanding
 
79,138

 
77,580

Common stock issuable; 616,549 and 607,869 shares
 
9,509

 
9,083

Capital surplus
 
1,497,517

 
1,451,814

Accumulated deficit
 
(154,290
)
 
(209,902
)
Accumulated other comprehensive loss
 
(52,765
)
 
(25,241
)
Total shareholders' equity
 
1,379,109

 
1,303,334

Total liabilities and shareholders' equity
 
$
12,385,540

 
$
11,915,460

 
See accompanying notes to consolidated financial statements.

5


UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Shareholders’ Equity   (Unaudited)
For the Six Months Ended June 30,
(in thousands, except share and per share data)
 
Common Stock
 
Common Stock Issuable
 
Capital Surplus
 
Accumulated Deficit
 
Accumulated Other Comprehensive Loss
 
Total
Balance, December 31, 2016
 
$
70,899

 
$
7,327

 
$
1,275,849

 
$
(251,857
)
 
$
(26,483
)
 
$
1,075,735

Net income
 
 
 
 
 
 
 
51,791

 
 
 
51,791

Other comprehensive income
 
 
 
 
 
 
 
 
 
14,866

 
14,866

Common stock issued to dividend
   reinvestment plan and employee benefit
   plans (8,569 shares)
 
9

 
 
 
207

 
 
 
 
 
216

Amortization of stock option and restricted
   stock awards
 
 
 
 
 
3,149

 
 
 
 
 
3,149

Vesting of restricted stock, net of shares
   surrendered to cover payroll taxes (40,954
   shares issued, 58,784 shares deferred)
 
41

 
887

 
(1,612
)
 
 
 
 
 
(684
)
Deferred compensation plan, net, including
  dividend equivalents
 
 
 
216

 
 
 
 
 
 
 
216

Shares issued from deferred compensation
   plan, net of shares surrendered to cover
   payroll taxes (32,279 shares)
 
32

 
(368
)
 
229

 
 
 
 
 
(107
)
Common stock dividends ($0.18 per share)
 
 
 
 
 
 
 
(12,978
)
 
 
 
(12,978
)
Cumulative effect of change in accounting
   principle
 
 
 
 
 
 
 
437

 
 
 
437

Balance, June 30, 2017
 
$
70,981

 
$
8,062

 
$
1,277,822

 
$
(212,607
)
 
$
(11,617
)
 
$
1,132,641

 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2017
 
$
77,580

 
$
9,083

 
$
1,451,814

 
$
(209,902
)
 
$
(25,241
)
 
$
1,303,334

Net income
 
 
 
 
 
 
 
77,292

 
 
 
77,292

Other comprehensive loss
 
 
 
 
 
 
 
 
 
(27,524
)
 
(27,524
)
Exercise of stock options (12,000 shares)
 
12

 
 
 
130

 
 
 
 
 
142

Common stock issued to dividend
   reinvestment plan and employee benefit
   plans (9,853 shares)
 
10

 
 
 
275

 
 
 
 
 
285

Common stock issued for acquisition
   (1,443,987 shares)
 
1,444

 
 
 
44,302

 
 
 
 
 
45,746

Amortization of stock option and restricted
   stock awards
 
 
 
 
 
2,276

 
 
 
 
 
2,276

Vesting of restricted stock, net of shares
   surrendered to cover payroll taxes (46,409
   shares issued, 47,419 shares deferred)
 
46

 
884

 
(1,916
)
 
 
 
 
 
(986
)
Deferred compensation plan, net, including
   dividend equivalents
 
 
 
234

 
 
 
 
 
 
 
234

Shares issued from deferred compensation
   plan, net of shares surrendered to cover
   payroll taxes (46,000 shares)
 
46

 
(692
)
 
636

 
 
 
 
 
(10
)
Common stock dividends ($0.27 per share)
 
 
 
 
 
 
 
(21,680
)
 
 
 
(21,680
)
Balance, June 30, 2018
 
$
79,138

 
$
9,509

 
$
1,497,517

 
$
(154,290
)
 
$
(52,765
)
 
$
1,379,109


See accompanying notes to consolidated financial statements.

6


UNITED COMMUNITY BANKS, INC.
Consolidated Statements of Cash Flows   (Unaudited)
 
 
Six Months Ended June 30,
(in thousands)
 
2018
 
2017
Operating activities:
 
 

 
 

Net income
 
$
77,292

 
$
51,791

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation, amortization and accretion
 
17,068

 
12,932

Provision for credit losses
 
5,600

 
1,600

Stock based compensation
 
2,276

 
3,149

Deferred income tax expense
 
22,782

 
35,685

Securities losses (gains), net
 
1,304

 
(2
)
Gains from sales of SBA/USDA loans
 
(4,179
)
 
(4,585
)
Net losses and write downs on sales of other real estate owned
 
260

 
471

Changes in assets and liabilities:
 
 
 
 
Other assets and accrued interest receivable
 
(18,799
)
 
(425
)
Accrued expenses and other liabilities
 
12,273

 
(7,191
)
Mortgage loans held for sale
 
513

 
4,167

Net cash provided by operating activities
 
116,390

 
97,592

 
 
 
 
 
Investing activities:
 
 
 
 
Investment securities held to maturity:
 
 
 
 
Proceeds from maturities and calls of securities held to maturity
 
35,531

 
31,369

Purchases of securities held to maturity
 
(11,983
)
 
(13,433
)
Investment securities available for sale:
 
 
 
 
Proceeds from sales of securities available for sale
 
140,296

 
94,650

Proceeds from maturities and calls of securities available for sale
 
174,284

 
309,054

Purchases of securities available for sale
 
(280,241
)
 
(412,407
)
Net increase in loans
 
(117,492
)
 
(115,952
)
Purchase of bank owned life insurance
 
—

 
(10,000
)
Proceeds from sales of premises and equipment
 
589

 
5

Purchases of premises and equipment
 
(9,959
)
 
(11,687
)
Net cash paid for acquisition
 
(56,800
)
 
—

Proceeds from sale of other real estate
 
1,986

 
5,781

Net cash used in investing activities
 
(123,789
)
 
(122,620
)
 
 
 
 
 
Financing activities:
 
 
 
 
Net change in deposits
 
159,015

 
98,694

Net change in short-term borrowings
 
(255,598
)
 
(5,000
)
Repayments of long-term debt
 
(30,023
)
 
—

Proceeds from FHLB advances
 
1,375,000

 
2,710,000

Repayments of FHLB advances
 
(1,319,003
)
 
(2,750,000
)
Proceeds from issuance of subordinated debt, net of issuance costs
 
98,188

 
—

Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans
 
285

 
216

Proceeds from exercise of stock options
 
142

 
—

Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock
 
(996
)
 
(791
)
Cash dividends on common stock
 
(17,518
)
 
(12,253
)
Net cash provided by financing activities
 
9,492

 
40,866

 
 
 
 
 
Net change in cash and cash equivalents, including restricted cash
 
2,093

 
15,838

 
 
 
 
 
Cash and cash equivalents, including restricted cash, at beginning of period
 
314,275

 
217,348

 
 
 
 
 
Cash and cash equivalents, including restricted cash, at end of period
 
$
316,368

 
$
233,186

 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
Interest paid
 
$
23,518

 
$
15,346

Income taxes paid
 
4,345

 
4,651

Significant non-cash investing and financing transactions:
 
 
 
 
Unsettled securities purchases
 
—

 
20,269

Unsettled government guaranteed loan sales
 
18,800

 
26,107

Transfers of loans to foreclosed properties
 
1,609

 
1,042

Acquisitions:
 
 
 
 
Assets acquired
 
481

 
—

Liabilities assumed
 
351

 
—

Net assets acquired
 
130

 
—


See accompanying notes to consolidated financial statements. 

7
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements



Note 1 – Accounting Policies
 
The accounting and financial reporting policies of United Community Banks, Inc. (“United”) and its subsidiaries conform to accounting principles generally accepted in the United States (“GAAP”) and reporting guidelines of banking regulatory authorities and regulators. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated. In addition to those items mentioned below, a more detailed description of United’s accounting policies is included in its Annual Report on Form 10-K for the year ended December 31, 2017 .
 
In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate statement. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods.
 
Cash and Cash Equivalents
 
Restricted Cash
 
The terms of securitizations acquired with NLFC Holdings Corp. (“NLFC”) require various restricted cash accounts. These cash accounts were funded from either a portion of the proceeds from the issuance of notes or from the collections on leases and loans that were conveyed in the securitization. These restricted cash accounts provide additional collateral to the note holders under specific provisions of the securitizations which govern when funds in these accounts may be released as well as conditions under which collections on contracts transferred to the securitizations may be used to fund deposits into the restricted cash accounts. At June 30, 2018 , these restricted cash accounts totaled $10.8 million and were included in interest-bearing deposits in banks on the consolidated balance sheet.
 
Loans and Leases
 
Equipment Financing Lease Receivables
 
Equipment financing lease receivables are recorded as the sum of the future minimum lease payments, initial deferred costs and estimated or contractual residual values less unearned income. The determination of residual value is derived from a variety of sources including equipment valuation services, appraisals, and publicly available market data on recent sales transactions on similar equipment. The length of time until contract termination, the cyclical nature of equipment values and the limited marketplace for re-sale of certain leased assets are important variables considered in making this determination. Interest income is recognized as earned using the effective interest method. Direct fees and costs associated with the origination of leases are deferred and included as a component of equipment financing receivables. Net deferred fees or costs are recognized as an adjustment to interest income over the contractual life of the lease using the effective interest method.
 
Note 2 –Accounting Standards Updates and Recently Adopted Standards
 
Accounting Standards Updates
 
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This update requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and lease liabilities. For public entities, this update is effective for fiscal years beginning after December 15, 2018, with modified retrospective application to prior periods presented. Upon adoption, United expects to report higher assets and liabilities as a result of including leases on the consolidated balance sheet. At December 31, 2017 , future minimum lease payments amounted to $27.1 million . United does not expect the new guidance to have a material impact on the consolidated statements of income or the consolidated statements of shareholders’ equity.
 
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new guidance replaces the incurred loss impairment methodology in current GAAP with an expected credit loss methodology and requires consideration of a broader range of information to determine credit loss estimates. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. Purchased credit impaired loans will receive an allowance account at the acquisition date that represents a component of the purchase price allocation. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses, with such allowance limited to the amount by which fair value is below amortized cost. Application of this update will primarily be on a modified retrospective

8
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


approach, although the guidance for debt securities for which an other-than-temporary impairment has been recognized before the effective date and for loans previously covered by ASC 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality will be applied on a prospective basis. For public entities, this update is effective for fiscal years beginning after December 15, 2019. Upon adoption, United expects that the allowance for credit losses will be higher given the change to estimated losses for the estimated life of the financial asset, however management is still in the process of determining the magnitude of the increase. Management has formed a steering committee and has completed a gap assessment that became the basis for a full project plan. In addition, management has selected a vendor model and begun the implementation phase of the project plan. United expects to run parallel for the four quarters leading up to the effective date to ensure it is prepared for implementation by the effective date.

In May 2018, the FASB issued ASU No. 2018-06, Codification Improvements to Topic 942, Financial Services - Depository and Lending . This update superseded outdated guidance related to the Office of the Comptroller of the Currency’s Banking Circular 202, Accounting for Net Deferred Tax Charges. United does not expect the new guidance to have a material impact on the consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . This update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. As a result, nonemployee share-based payment awards will be measured at the grant-date fair value of the equity instruments that an entity is obligated to issue when the service has been rendered, subject to the probability of satisfying performance conditions when applicable. For public entities, this update is effective for fiscal years beginning after December 15, 2018. United does not expect the new guidance to have a material impact on the consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-08, Not for Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made . This update clarifies the guidance about whether a transfer of assets (or the reduction, settlement or cancellation of liabilities) is a contribution or an exchange transaction. In addition, the guidance clarifies the determination of whether a transaction is conditional. For public entities, this update is effective for contributions made in fiscal years beginning after December 15, 2018. United does not expect the new guidance to have a material impact on the consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements to address stakeholder suggestions for minor corrections and clarifications within the codification. The transition and effective date guidance is based on the facts and circumstances of each amendment. Some of the amendments in this update do not require transition guidance and will be effective upon issuance of this update. However, many of the amendments in this update do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. United does not expect the new guidance to have a material impact on the consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842. Leases to address certain narrow aspects of the guidance issued in ASU No. 2016-02. This guidance did not change United’s assessment of the impact of ASU No. 2016-02 on the consolidated financial statements as described above.
 
Recently Adopted Standards
 
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,  Revenue from Contracts with Customers .  This ASU provides guidance on the recognition of revenue from contracts with customers.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  This guidance was effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and was applied retrospectively either to each prior reporting period or with a cumulative effect recognized at the date of initial application. Because the guidance does not apply to revenue associated with financial instruments, including loans and securities, and revenue sources within scope were not materially affected, the new revenue recognition guidance did not have a material impact on the consolidated financial statements. United used the modified retrospective approach to adopting this guidance.
 
In January 2016, the FASB issued ASU 2016-1, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities . The guidance in this update requires that equity investments (except those accounted for under the equity method of accounting) be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. In addition, the guidance addresses various disclosure and presentation issues related to financial instruments. For public entities, this update was effective for fiscal years beginning after December 15, 2017 with early application

9
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


permitted. The adoption of this update did not have a material impact on the consolidated financial statements. There was no opening balance sheet adjustment as a result of the adoption and the remainder of the standard was applied prospectively.
 
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) . This ASU requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance was effective for public entities for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, and was applied retrospectively to each period presented. The adoption of this update did not have a material impact on the consolidated financial statements. There was no adjustment to prior periods as a result of the adoption.
 
In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This ASU requires that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost and allow only the service cost component to be eligible for capitalization. For public entities, this update was effective for fiscal years beginning after December 15, 2017, with retrospective presentation of the service cost and other components and prospective application for any capitalization of service cost. The adoption of this update did not have a material impact on the consolidated financial statements.
 
Note 3 – Acquisitions
 
Acquisition of NLFC Holdings Corp.
 
On February 1, 2018, United completed the acquisition of NLFC and its wholly-owned subsidiary, Navitas Credit Corp (“Navitas”). Navitas is a specialty lending company providing equipment finance credit services to small and medium-sized businesses nationwide. In connection with the acquisition, United acquired $393 million of assets and assumed $350 million of liabilities. Under the terms of the merger agreement, NLFC shareholders received $130 million in total consideration, of which $84.5 million was paid in cash and $45.7 million was paid in United common stock. The fair value of consideration paid exceeded the fair value of the identifiable assets and liabilities acquired and resulted in the establishment of goodwill in the amount of $87.4 million , representing the intangible value of NLFC’s business and reputation within the markets it served. None of the goodwill recognized is expected to be deductible for income tax purposes.
 
United’s operating results for the three and six months ended June 30, 2018 include the operating results of the acquired assets and assumed liabilities for the period subsequent to the acquisition date of February 1, 2018.
 

10
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The purchased assets and assumed liabilities were recorded at their acquisition date fair values and are summarized in the table below (in thousands) .  
 
As Recorded by
NLFC
 
Fair Value
Adjustments (1)
 
As Recorded by
United
Assets
 

 
 

 
 

Cash and cash equivalents
$
27,700

 
—

 
$
27,700

Loans and leases, net
365,533

 
(7,181
)
 
358,352

Premises and equipment, net
628

 
(304
)
 
324

Net deferred tax asset
—

 
2,873

 
2,873

Other assets
5,117

 
(1,066
)
 
4,051

Total assets acquired
$
398,978

 
$
(5,678
)
 
$
393,300

Liabilities
 
 
 
 
 
Short-term borrowings
$
214,923

 
$
—

 
$
214,923

Long-term debt
119,402

 
—

 
119,402

Other liabilities
17,059

 
(951
)
 
16,108

Total liabilities assumed
351,384

 
(951
)
 
350,433

Excess of assets acquired over liabilities assumed
$
47,594

 
 
 
 
Aggregate fair value adjustments
 
 
$
(4,727
)
 
 
Total identifiable net assets
 
 
 
 
$
42,867

Consideration transferred
 
 
 
 
 
Cash
 
 
 
 
84,500

Common stock issued (1,443,987 shares)
 
 
 
 
45,746

Total fair value of consideration transferred
 
 
 
 
130,246

Goodwill
 
 
 
 
$
87,379


(1) Fair values are preliminary and are subject to refinement for a period not to exceed one year after the closing date of an acquisition as information relative to closing date fair values becomes available.

Since the acquisition date, within the one year measurement period, United received additional information regarding the fair value of loans. As a result, the provisional value assigned to the acquired loans was reduced by $526,000 , partially offset by acquisition-related adjustments to deferred tax assets. The net of the adjustments was reflected as a $390,000 increase to goodwill.  

The following table presents additional information related to the acquired loan and lease portfolio at the acquisition date (in thousands) :
 
February 1, 2018
Accounted for pursuant to ASC 310-30:
 

Contractually required principal and interest
$
24,711

Non-accretable difference
5,505

Cash flows expected to be collected
19,206

Accretable yield
1,977

Fair value
$
17,229

 
 
Excluded from ASC 310-30:
 
Fair value
$
341,123

Gross contractual amounts receivable
389,432

Estimate of contractual cash flows not expected to be collected
8,624

 
In January 2018, after announcement of its intention to acquire NLFC but prior to the completion of the acquisition, United purchased $19.9 million in loans from NLFC in a transaction separate from the business combination.
 

11
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Pro forma information
 
The following table discloses the impact of the merger with NLFC since the acquisition date through June 30, 2018 . The table also presents certain pro forma information as if NLFC had been acquired on January 1, 2017. These results combine the historical results of the acquired entity with United’s consolidated statement of income and, while adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not necessarily indicative of what would have occurred had the acquisition taken place in earlier years.
 
Merger-related costs from the NLFC acquisition of $118,000 and $4.83 million , respectively, have been excluded from the three and six months 2018 pro forma information presented below and included in the three and six months 2017 pro forma information below. The actual results and pro forma information were as follows (in thousands) :
 
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
Revenue
 
Net Income
 
Revenue
 
Net Income
2018
 
 
 
 
 
 
 
 
Actual NLFC results included in statement of income since acquisition date
 
$
6,624

 
$
2,686

 
$
10,237

 
$
3,496

Supplemental consolidated pro forma as if NLFC had been acquired January 1, 2017
 
130,288

 
39,924

 
255,119

 
78,989

 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
Supplemental consolidated pro forma as if NLFC had been acquired January 1, 2017
 
$
112,004

 
$
28,715

 
$
220,510

 
$
49,595


Acquisition of Four Oaks Fincorp, Inc.  
 
On November 1, 2017, United completed the acquisition of Four Oaks FinCorp, Inc. (“FOFN”) and its wholly-owned bank subsidiary, Four Oaks Bank & Trust Company. Information related to the fair value of assets and liabilities acquired from FOFN is included in United’s Annual Report on Form 10-K for the year ended December 31, 2017 . During first quarter 2018, within the one-year measurement period, United received additional information regarding the acquisition date fair values of loans held for sale and servicing assets. As a result, the provisional values assigned to the acquired loans held for sale and servicing assets have been adjusted to $10.7 million and $65,000 , respectively, which represent an increase of $2.59 million and a decrease of $354,000 , respectively, from amounts previously disclosed. The tax effect of these adjustments was reflected as a decrease to the deferred tax asset of $1.08 million , with the net amount of $1.16 million reflected as a decrease to goodwill.

Acquisition of HCSB Financial Corporation  
 
On July 31, 2017, United completed the acquisition of HCSB Financial Corporation (“HCSB”) and its wholly-owned bank subsidiary, Horry County State Bank. Information related to the fair value of assets and liabilities acquired from HCSB is included in United’s Annual Report on Form 10-K for the year ended December 31, 2017. During second quarter 2018, within the one-year measurement period, United received additional information regarding the acquisition date fair value of premises and equipment. As a result, the provisional value assigned to the acquired premises and equipment has been adjusted to $7.42 million , which represents a decrease of $493,000 from the amount previously disclosed. The tax effect of this adjustment was reflected as an increase to the deferred tax asset of $190,000 , resulting in a net $303,000 increase to goodwill.

12
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements



Note 4 – Balance Sheet Offsetting and Repurchase Agreements Accounted for as Secured Borrowings
 
United enters into reverse repurchase agreements in order to invest short-term funds. In addition, United enters into repurchase agreements and reverse repurchase agreements with the same counterparty in transactions commonly referred to as collateral swaps that are subject to master netting agreements under which the balances are netted in the balance sheet in accordance with ASC 210-20, Offsetting.

The following table presents a summary of amounts outstanding under reverse repurchase agreements and derivative financial instruments including those entered into in connection with the same counterparty under master netting agreements as of the dates indicated (in thousands).
 
 
Gross
Amounts of Recognized
Assets
 
Gross
Amounts
Offset on the Balance
Sheet
 
 
 
Gross Amounts not Offset in the Balance Sheet
 
 
June 30, 2018
 
 
 
Net Asset
Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Repurchase agreements / reverse repurchase agreements
 
$
50,000

 
$
(50,000
)
 
$
—

 
$
—

 
$
—

 
$
—

Derivatives
 
29,896

 
—

 
29,896

 
(553
)
 
(13,799
)
 
15,544

Total
 
$
79,896

 
$
(50,000
)
 
$
29,896

 
$
(553
)
 
$
(13,799
)
 
$
15,544

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate of reverse repurchase agreements
 
2.70
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
Amounts of Recognized
Liabilities
 
Gross
Amounts
Offset on the Balance
Sheet
 
Net Liability
Balance
 
Gross Amounts not Offset
in the Balance Sheet
 
 
 
 
 
 
 
Financial
Instruments
 
Collateral
Pledged
 
Net
Amount
Repurchase agreements / reverse repurchase agreements
 
$
50,000

 
$
(50,000
)
 
$
—

 
$
—

 
$
—

 
$
—

Derivatives
 
37,261

 
—

 
37,261

 
(553
)
 
(18,438
)
 
18,270

Total
 
$
87,261

 
$
(50,000
)
 
$
37,261

 
$
(553
)
 
$
(18,438
)
 
$
18,270

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate of repurchase agreements
 
1.95
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
Amounts of Recognized
Assets
 
Gross
Amounts
Offset on the Balance
Sheet
 
 
 
Gross Amounts not Offset
in the Balance Sheet
 
 
December 31, 2017
 
 
 
Net Asset
Balance
 
Financial
Instruments
 
Collateral
Received
 
Net
Amount
Repurchase agreements / reverse repurchase agreements
 
$
100,000

 
$
(100,000
)
 
$
—

 
$
—

 
$
—

 
$
—

Derivatives
 
22,721

 
—

 
22,721

 
(1,490
)
 
(6,369
)
 
14,862

Total
 
$
122,721

 
$
(100,000
)
 
$
22,721

 
$
(1,490
)
 
$
(6,369
)
 
$
14,862

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate of reverse repurchase agreements
 
1.95
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
Amounts of Recognized
Liabilities
 
Gross
Amounts
Offset on the Balance
Sheet
 
Net
 
Gross Amounts not Offset
in the Balance Sheet
 
 
 
 
 
 
Liability
Balance
 
Financial
Instruments
 
Collateral
Pledged
 
Net
Amount
Repurchase agreements / reverse repurchase agreements
 
$
100,000

 
$
(100,000
)
 
$
—

 
$
—

 
$
—

 
$
—

Derivatives
 
25,376

 
—

 
25,376

 
(1,490
)
 
(17,190
)
 
6,696

Total
 
$
125,376

 
$
(100,000
)
 
$
25,376

 
$
(1,490
)
 
$
(17,190
)
 
$
6,696

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average interest rate of repurchase agreements
 
1.20
%
 
 
 
 
 
 
 
 
 
 
  
At June 30, 2018 , United recognized the right to reclaim cash collateral of $18.4 million and the obligation to return cash collateral of $13.8 million . At December 31, 2017 , United recognized the right to reclaim cash collateral of $17.2 million and the obligation to return cash collateral of $6.37 million . The right to reclaim cash collateral and the obligation to return cash collateral were included in the consolidated balance sheets in other assets and other liabilities, respectively.

13
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements



The following table presents additional detail regarding repurchase agreements accounted for as secured borrowings and the securities underlying these agreements as of the dates indicated (in thousands) .
 
 
Remaining Contractual Maturity of the Agreements
 
 
Overnight and
 
 
 
 
 
 
 
 
As of June 30, 2018
 
Continuous
 
Up to 30 Days
 
30 to 90 Days
 
91 to 110 days
 
Total
Mortgage-backed securities
 
$
—

 
$
—

 
$
—

 
$
50,000

 
$
50,000

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
—

 
$
—

 
$
—

 
$
50,000

 
$
50,000

 
 
 
 
 
 
 
 
 
 
 
Gross amount of recognized liabilities for repurchase agreements in offsetting disclosure
 
 

 
$
50,000

Amounts related to agreements not included in offsetting disclosure
 
 

 
 

 
$
—

 
 
Remaining Contractual Maturity of the Agreements
 
 
Overnight and
 
 
 
 
 
 
 
 
As of December 31, 2017
 
Continuous
 
Up to 30 Days
 
30 to 90 Days
 
91 to 110 days
 
Total
Mortgage-backed securities
 
$
—

 
$
—

 
$
100,000

 
$
—

 
$
100,000

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
—

 
$
—

 
$
100,000

 
$
—

 
$
100,000

 
 
 
 
 
 
 
 
 
 
 
Gross amount of recognized liabilities for repurchase agreements in offsetting disclosure
 
 

 
$
100,000

Amounts related to agreements not included in offsetting disclosure
 
 

 
 

 
$
—

 
United is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price.  United manages this risk by maintaining an unpledged securities portfolio that it believes is sufficient to cover a decline in the market value of the securities sold under agreements to repurchase.
 
Note 5 – Securities

The amortized cost basis, unrealized gains and losses and fair value of securities held-to-maturity as of the dates indicated are as follows (in thousands) .
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
As of June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
71,125

 
$
954

 
$
1,238

 
$
70,841

Mortgage-backed securities (1)
226,444

 
987

 
6,809

 
220,622

 
 
 
 
 
 
 
 
Total
$
297,569

 
$
1,941

 
$
8,047

 
$
291,463

 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
71,959

 
$
1,574

 
$
178

 
$
73,355

Mortgage-backed securities (1)
249,135

 
2,211

 
3,425

 
247,921

 
 
 
 
 
 
 
 
Total
$
321,094

 
$
3,785

 
$
3,603

 
$
321,276


(1) All are residential type mortgage-backed securities or U.S. government agency commercial mortgage backed securities.


14
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


 
The cost basis, unrealized gains and losses, and fair value of securities available-for-sale as of the dates indicated are presented below (in thousands) .
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
As of June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
122,290

 
$
—

 
$
3,251

 
$
119,039

U.S. Government agencies
25,778

 
240

 
440

 
25,578

State and political subdivisions
200,486

 
123

 
2,978

 
197,631

Mortgage-backed securities (1)
1,844,310

 
1,992

 
39,441

 
1,806,861

Corporate bonds
199,303

 
793

 
1,931

 
198,165

Asset-backed securities
189,067

 
610

 
714

 
188,963

Other
57

 
—

 
—

 
57

 
 
 
 
 
 
 
 
Total
$
2,581,291

 
$
3,758

 
$
48,755

 
$
2,536,294

 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
122,025

 
$
—

 
$
912

 
$
121,113

U.S. Government agencies
26,129

 
269

 
26

 
26,372

State and political subdivisions
195,663

 
2,019

 
396

 
197,286

Mortgage-backed securities (1)
1,738,056

 
7,089

 
17,934

 
1,727,211

Corporate bonds
305,265

 
1,513

 
425

 
306,353

Asset-backed securities
236,533

 
1,078

 
153

 
237,458

Other
57

 
—

 
—

 
57

 
 
 
 
 
 
 
 
Total
$
2,623,728

 
$
11,968

 
$
19,846

 
$
2,615,850

 
(1) All are residential type mortgage-backed securities or U.S. government agency commercial mortgage backed securities.

Securities with a carrying value of $816 million and $1.04 billion were pledged to secure public deposits, derivatives and other secured borrowings at June 30, 2018 and December 31, 2017 , respectively.

15
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


 The following table summarizes held-to-maturity securities in an unrealized loss position as of the dates indicated ( in thousands) .
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
As of June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
43,131

 
$
1,238

 
$
—

 
$
—

 
$
43,131

 
$
1,238

Mortgage-backed securities
82,473

 
2,856

 
79,198

 
3,953

 
161,671

 
6,809

Total unrealized loss position
$
125,604

 
$
4,094

 
$
79,198

 
$
3,953

 
$
204,802

 
$
8,047

 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
State and political subdivisions
$
8,969

 
$
178

 
$
—

 
$
—

 
$
8,969

 
$
178

Mortgage-backed securities
95,353

 
1,448

 
65,868

 
1,977

 
161,221

 
3,425

Total unrealized loss position
$
104,322

 
$
1,626

 
$
65,868

 
$
1,977

 
$
170,190

 
$
3,603

 
The following table summarizes available-for-sale securities in an unrealized loss position as of the dates indicated (in thousands) .
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
As of June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
119,039

 
$
3,251

 
$
—

 
$
—

 
$
119,039

 
$
3,251

U.S. Government agencies
19,790

 
413

 
1,624

 
27

 
21,414

 
440

State and political subdivisions
171,147

 
2,899

 
5,061

 
79

 
176,208

 
2,978

Mortgage-backed securities
1,212,603

 
24,160

 
339,456

 
15,281

 
1,552,059

 
39,441

Corporate bonds
116,563

 
1,921

 
990

 
10

 
117,553

 
1,931

Asset-backed securities
75,232

 
714

 
—

 
—

 
75,232

 
714

Total unrealized loss position
$
1,714,374

 
$
33,358

 
$
347,131

 
$
15,397

 
$
2,061,505

 
$
48,755

 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
121,113

 
$
912

 
$
—

 
$
—

 
$
121,113

 
$
912

U.S. Government agencies
1,976

 
13

 
1,677

 
13

 
3,653

 
26

State and political subdivisions
61,494

 
365

 
5,131

 
31

 
66,625

 
396

Mortgage-backed securities
964,205

 
8,699

 
328,923

 
9,235

 
1,293,128

 
17,934

Corporate bonds
55,916

 
325

 
900

 
100

 
56,816

 
425

Asset-backed securities
28,695

 
126

 
5,031

 
27

 
33,726

 
153

Total unrealized loss position
$
1,233,399

 
$
10,440

 
$
341,662

 
$
9,406

 
$
1,575,061

 
$
19,846

 
At June 30, 2018 , there were 294 available-for-sale securities and 70 held-to-maturity securities that were in an unrealized loss position. United does not intend to sell nor believes it will be required to sell securities in an unrealized loss position prior to the recovery of their amortized cost basis. Unrealized losses at June 30, 2018 were primarily attributable to changes in interest rates.
 
Management evaluates securities for other-than-temporary impairment on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, among other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating

16
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


agencies have occurred, and industry analysts’ reports. No impairment charges were recognized during the three and six months ended June 30, 2018 or 2017 .
 
Realized gains and losses are derived using the specific identification method for determining the cost of securities sold. The following table summarizes available-for-sale securities sales activity for the three and six months ended June 30, 2018 and 2017 (in thousands) . 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Proceeds from sales
$
26,335

 
$
70,453

 
$
140,296

 
$
94,650

 
 
 
 
 
 
 
 
Gross gains on sales
$
232

 
$
227

 
$
649

 
$
325

Gross losses on sales
(596
)
 
(223
)
 
(1,953
)
 
(323
)
 
 
 
 
 
 
 
 
Net (losses) gains on sales of securities
$
(364
)
 
$
4

 
$
(1,304
)
 
$
2

 
 
 
 
 
 
 
 
Income tax benefit attributable to sales
$
(97
)
 
$
—

 
$
(317
)
 
$
(1
)
 


17
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The amortized cost and fair value of held-to-maturity and available-for-sale securities at June 30, 2018 , by contractual maturity, are presented in the following table (in thousands) . 
 
Available-for-Sale
 
Held-to-Maturity
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
US Treasuries:
 

 
 

 
 

 
 

1 to 5 years
$
74,525

 
$
72,568

 
$
—

 
$
—

5 to 10 years
47,765

 
46,471

 
—

 
—

 
122,290

 
119,039

 
—

 
—

 
 
 
 
 
 
 
 
US Government agencies:
 
 
 
 
 
 
 
1 to 5 years
20,854

 
20,422

 
—

 
—

More than 10 years
4,924

 
5,156

 
—

 
—

 
25,778

 
25,578

 
—

 
—

 
 
 
 
 
 
 
 
State and political subdivisions:
 
 
 
 
 
 
 
Within 1 year
1,500

 
1,510

 
5,929

 
5,991

1 to 5 years
44,769

 
44,024

 
10,670

 
10,960

5 to 10 years
26,393

 
25,908

 
10,157

 
10,759

More than 10 years
127,824

 
126,189

 
44,369

 
43,131

 
200,486

 
197,631

 
71,125

 
70,841

 
 
 
 
 
 
 
 
Corporate bonds:
 
 
 
 
 
 
 
1 to 5 years
181,027

 
180,412

 
—

 
—

5 to 10 years
17,276

 
16,763

 
—

 
—

More than 10 years
1,000

 
990

 
—

 
—

 
199,303

 
198,165

 
—

 
—

 
 
 
 
 
 
 
 
Asset-backed securities:
 
 
 
 
 
 
 
1 to 5 years
5,624

 
5,771

 
—

 
—

5 to 10 years
31,025

 
31,105

 
—

 
—

More than 10 years
152,418

 
152,087

 
—

 
—

 
189,067

 
188,963

 
—

 
—

 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
More than 10 years
57

 
57

 
—

 
—

 
57

 
57

 
—

 
—

 
 
 
 
 
 
 
 
Total securities other than mortgage-backed securities:
 
 
 
 
 
 
 
Within 1 year
1,500

 
1,510

 
5,929

 
5,991

1 to 5 years
326,799

 
323,197

 
10,670

 
10,960

5 to 10 years
122,459

 
120,247

 
10,157

 
10,759

More than 10 years
286,223

 
284,479

 
44,369

 
43,131

 
 
 
 
 
 
 
 
Mortgage-backed securities
1,844,310

 
1,806,861

 
226,444

 
220,622

 
 
 
 
 
 
 
 
 
$
2,581,291

 
$
2,536,294

 
$
297,569

 
$
291,463


Expected maturities may differ from contractual maturities because issuers and borrowers may have the right to call or prepay obligations.

18
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Note 6 – Loans and Leases and Allowance for Credit Losses
 
Major classifications of the loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”) are summarized as of the dates indicated as follows (in thousands) .
 
June 30, 2018
 
December 31, 2017
Owner occupied commercial real estate
$
1,681,737

 
$
1,923,993

Income producing commercial real estate
1,821,384

 
1,595,174

Commercial & industrial
1,193,046

 
1,130,990

Commercial construction
735,575

 
711,936

Equipment financing
464,594

 
—

Total commercial
5,896,336

 
5,362,093

Residential mortgage
1,020,606

 
973,544

Home equity lines of credit
707,718

 
731,227

Residential construction
195,580

 
183,019

Consumer direct
122,756

 
127,504

Indirect auto
277,275

 
358,185

 
 
 
 
Total loans
8,220,271

 
7,735,572

 
 
 
 
Less allowance for loan losses
(61,071
)
 
(58,914
)
 
 
 
 
Loans, net
$
8,159,200

 
$
7,676,658

 
At June 30, 2018 and December 31, 2017 , loans totaling $3.95 billion and $3.73 billion , respectively, were pledged as collateral to secure Federal Home Loan Bank advances, securitized notes payable and other contingent funding sources.
 
At June 30, 2018 , the carrying value and outstanding balance of purchased credit impaired (“PCI”) loans accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality , were $89.8 million and $131 million , respectively. At December 31, 2017 , the carrying value and outstanding balance of PCI loans were $98.5 million and $142 million , respectively. The following table presents changes in the value of the accretable yield for PCI loans for the periods indicated (in thousands) : 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
18,036

 
$
7,762

 
$
17,686

 
$
7,981

Additions due to acquisitions
147

 
—

 
1,977

 
—

Accretion
(2,965
)
 
(1,412
)
 
(5,511
)
 
(3,102
)
Reclassification from nonaccretable difference
6,527

 
3,827

 
7,118

 
4,716

Changes in expected cash flows that do not affect nonaccretable difference
1,661

 
1,188

 
2,136

 
1,770

Balance at end of period
$
23,406

 
$
11,365

 
$
23,406

 
$
11,365

 
In addition to the accretable yield on PCI loans, the fair value adjustments on purchased loans outside the scope of ASC 310-30 are also accreted to interest revenue over the life of the loans. At June 30, 2018 and December 31, 2017 , the remaining accretable net fair value discount on loans acquired through a business combination and not accounted for under ASC 310-30 was $4.41 million and $14.7 million , respectively. At June 30, 2018 , the net fair value discount of $4.41 million included a net premium on loans acquired with NLFC. In addition, indirect auto loans purchased at a premium outside of a business combination had a remaining premium of $5.47 million and $7.84 million , respectively, as of June 30, 2018 and December 31, 2017 . During the three and six months ended June 30, 2018 , United did not purchase any indirect auto loans. During the three and six months ended June 30, 2017 , United purchased indirect auto loans of $40.5 million and $81.7 million, respectively.
 


19
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


At June 30, 2018 , equipment financing assets included leases of $25.5 million . The components of the net investment in leases are presented below (in thousands) . 
 
June 30, 2018
 
 
Minimum future lease payments receivable
$
26,396

Estimated residual value of leased equipment
3,314

Initial direct costs
764

Security deposits
(1,192
)
Purchase accounting premium
1,197

Unearned income
(4,930
)
Net investment in leases
$
25,549

 
Minimum future lease payments expected to be received from lease contracts as of June 30, 2018 are as follows (in thousands) : 
 
Year
 
 
 
Remainder of 2018
$
5,900

 
 
2019
9,325

 
 
2020
6,396

 
 
2021
3,185

 
 
2022
1,373

 
 
Thereafter
217

 
 
Total
$
26,396

 


20
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Allowance for Credit Losses and Loans Individually Evaluated for Impairment
 
The allowance for loan losses represents management’s estimate of probable incurred losses in the loan portfolio as of the end of the period. The allowance for unfunded commitments is included in other liabilities in the consolidated balance sheet. Combined, the allowance for loan losses and allowance for unfunded commitments are referred to as the allowance for credit losses.
 
The following table presents the balance and activity in the allowance for credit losses by portfolio segment for the periods indicated (in thousands) . 
 
 
2018
 
2017
Three Months Ended June 30,
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release)Provision
 
Ending Balance
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release) Provision
 
Ending Balance
Owner occupied commercial real estate
 
$
14,561

 
$
(7
)
 
$
585

 
$
(2,230
)
 
$
12,909

 
$
15,669

 
$
(158
)
 
$
120

 
$
(209
)
 
$
15,422

Income producing commercial real estate
 
9,776

 
(1,653
)
 
232

 
2,507

 
10,862

 
8,878

 
(203
)
 
20

 
659

 
9,354

Commercial & industrial
 
4,075

 
(233
)
 
217

 
146

 
4,205

 
3,725

 
(598
)
 
244

 
249

 
3,620

Commercial construction
 
10,034

 
(53
)
 
159

 
(17
)
 
10,123

 
12,790

 
(361
)
 
20

 
(1,411
)
 
11,038

Equipment financing
 
2,291

 
(23
)
 
71

 
1,222

 
3,561

 
—

 
—

 
—

 
—

 
—

Residential mortgage
 
10,221

 
(112
)
 
101

 
(365
)
 
9,845

 
9,071

 
(131
)
 
105

 
753

 
9,798

Home equity lines of credit
 
4,932

 
(211
)
 
190

 
32

 
4,943

 
4,530

 
(424
)
 
171

 
313

 
4,590

Residential construction
 
3,044

 
(8
)
 
67

 
(513
)
 
2,590

 
3,267

 
(70
)
 
123

 
(236
)
 
3,084

Consumer direct
 
733

 
(552
)
 
195

 
389

 
765

 
609

 
(457
)
 
195

 
237

 
584

Indirect auto
 
1,418

 
(379
)
 
55

 
174

 
1,268

 
2,004

 
(313
)
 
94

 
225

 
2,010

Total allowance for loan losses
 
61,085

 
(3,231
)
 
1,872

 
1,345

 
61,071

 
60,543

 
(2,715
)
 
1,092

 
580

 
59,500

Allowance for unfunded commitments
 
2,440

 
—

 
—

 
455

 
2,895

 
2,002

 
—

 
—

 
220

 
2,222

Total allowance for credit losses
 
$
63,525

 
$
(3,231
)
 
$
1,872

 
$
1,800

 
$
63,966

 
$
62,545

 
$
(2,715
)
 
$
1,092

 
$
800

 
$
61,722

 
 
 
2018
 
2017
Six Months Ended June 30,
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release) Provision
 
Ending Balance
 
Beginning Balance
 
Charge-Offs
 
Recoveries
 
(Release) Provision
 
Ending Balance
Owner occupied commercial real estate
 
$
14,776

 
$
(67
)
 
$
688

 
$
(2,488
)
 
$
12,909

 
$
16,446

 
$
(183
)
 
$
357

 
$
(1,198
)
 
$
15,422

Income producing commercial real estate
 
9,381

 
(2,310
)
 
467

 
3,324

 
10,862

 
8,843

 
(1,100
)
 
47

 
1,564

 
9,354

Commercial & industrial
 
3,971

 
(617
)
 
606

 
245

 
4,205

 
3,810

 
(814
)
 
612

 
12

 
3,620

Commercial construction
 
10,523

 
(416
)
 
256

 
(240
)
 
10,123

 
13,405

 
(563
)
 
592

 
(2,396
)
 
11,038

Equipment financing
 
—

 
(162
)
 
168

 
3,555

 
3,561

 
—

 
—

 
—

 
—

 
—

Residential mortgage
 
10,097

 
(182
)
 
224

 
(294
)
 
9,845

 
8,545

 
(673
)
 
117

 
1,809

 
9,798

Home equity lines of credit
 
5,177

 
(335
)
 
225

 
(124
)
 
4,943

 
4,599

 
(895
)
 
220

 
666

 
4,590

Residential construction
 
2,729

 
(8
)
 
131

 
(262
)
 
2,590

 
3,264

 
(70
)
 
132

 
(242
)
 
3,084

Consumer direct
 
710

 
(1,203
)
 
355

 
903

 
765

 
708

 
(899
)
 
402

 
373

 
584

Indirect auto
 
1,550

 
(815
)
 
135

 
398

 
1,268

 
1,802

 
(733
)
 
149

 
792

 
2,010

Total allowance for loan losses
 
58,914

 
(6,115
)
 
3,255

 
5,017

 
61,071

 
61,422

 
(5,930
)
 
2,628

 
1,380

 
59,500

Allowance for unfunded commitments
 
2,312

 
—

 
—

 
583

 
2,895

 
2,002

 
—

 
—

 
220

 
2,222

Total allowance for credit losses
 
$
61,226

 
$
(6,115
)
 
$
3,255

 
$
5,600

 
$
63,966

 
$
63,424

 
$
(5,930
)
 
$
2,628

 
$
1,600

 
$
61,722



21
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The following table represents the recorded investment in loans by portfolio segment and the balance of the allowance for loan losses assigned to each segment based on the method of evaluating the loans for impairment as of the dates indicated (in thousands) .
 
Allowance for Credit Losses
 
June 30, 2018
 
December 31, 2017
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
Owner occupied commercial real estate
$
985

 
$
11,647

 
$
277

 
$
12,909

 
$
1,255

 
$
13,521

 
$
—

 
$
14,776

Income producing commercial real estate
609

 
10,193

 
60

 
10,862

 
562

 
8,813

 
6

 
9,381

Commercial & industrial
35

 
4,135

 
35

 
4,205

 
27

 
3,944

 
—

 
3,971

Commercial construction
98

 
10,025

 
—

 
10,123

 
156

 
10,367

 
—

 
10,523

Equipment financing
—

 
3,561

 
—

 
3,561

 
—

 
—

 
—

 
—

Residential mortgage
1,007

 
8,838

 
—

 
9,845

 
1,174

 
8,919

 
4

 
10,097

Home equity lines of credit
—

 
4,943

 
—

 
4,943

 
—

 
5,177

 
—

 
5,177

Residential construction
52

 
2,538

 
—

 
2,590

 
75

 
2,654

 
—

 
2,729

Consumer direct
6

 
758

 
1

 
765

 
7

 
700

 
3

 
710

Indirect auto
29

 
1,239

 
—

 
1,268

 
—

 
1,550

 
—

 
1,550

Total allowance for loan losses
2,821

 
57,877

 
373

 
61,071

 
3,256

 
55,645

 
13

 
58,914

Allowance for unfunded commitments
—

 
2,895

 
—

 
2,895

 
—

 
2,312

 
—

 
2,312

Total allowance for credit losses
$
2,821

 
$
60,772

 
$
373

 
$
63,966

 
$
3,256

 
$
57,957

 
$
13

 
$
61,226

 
Loans Outstanding
 
June 30, 2018
 
December 31, 2017
 
Individually
evaluated
for
impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
 
Individually
evaluated
for impairment
 
Collectively
evaluated for
impairment
 
PCI
 
Ending
Balance
Owner occupied commercial real estate
$
18,932

 
$
1,649,437

 
$
13,368

 
$
1,681,737

 
$
21,823

 
$
1,876,411

 
$
25,759

 
$
1,923,993

Income producing commercial real estate
16,245

 
1,762,960

 
42,179

 
1,821,384

 
16,483

 
1,533,851

 
44,840

 
1,595,174

Commercial & industrial
1,510

 
1,190,900

 
636

 
1,193,046

 
2,654

 
1,126,894

 
1,442

 
1,130,990

Commercial construction
3,528

 
725,474

 
6,573

 
735,575

 
3,813

 
699,266

 
8,857

 
711,936

Equipment financing
—

 
452,620

 
11,974

 
464,594

 
—

 
—

 
—

 
—

Residential mortgage
14,012

 
995,072

 
11,522

 
1,020,606

 
14,193

 
946,210

 
13,141

 
973,544

Home equity lines of credit
232

 
705,591

 
1,895

 
707,718

 
101

 
728,235

 
2,891

 
731,227

Residential construction
1,498

 
193,156

 
926

 
195,580

 
1,577

 
180,978

 
464

 
183,019

Consumer direct
249

 
121,737

 
770

 
122,756

 
270

 
126,114

 
1,120

 
127,504

Indirect auto
1,215

 
276,060

 
—

 
277,275

 
1,396

 
356,789

 
—

 
358,185

Total loans
$
57,421

 
$
8,073,007

 
$
89,843

 
$
8,220,271

 
$
62,310

 
$
7,574,748

 
$
98,514

 
$
7,735,572

 
A loan is considered impaired when, based on current events and circumstances, it is probable that all amounts due according to the original contractual terms of the loan will not be collected. Management individually evaluates certain impaired loans, including all non-PCI relationships that are on nonaccrual with a balance of $500,000 or greater and all troubled debt restructurings (“TDRs”) regardless of accrual status, for impairment. Impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. A specific reserve is established for impaired loans for the amount of calculated impairment, if any. Interest payments received on impaired nonaccrual loans are applied as a reduction of the recorded investment in the loan. For impaired loans not on nonaccrual status, interest is accrued according to the terms of the loan agreement. Loans are evaluated for impairment quarterly and specific reserves are established in the allowance for loan losses for any measured impairment.
 
Each quarter, management prepares an analysis of the allowance for credit losses to determine the appropriate balance that measures and quantifies the amount of probable incurred losses in the loan portfolio and unfunded loan commitments. The allowance is comprised of

22
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


specific reserves on individually impaired loans, which are determined as described above, and general reserves which are determined based on historical loss experience as adjusted for current trends and economic conditions multiplied by a loss emergence period factor.
 
Management calculates the loss emergence period for each pool in the loan portfolio based on the weighted average length of time between the date a loan first exceeds 30 days past due and the date the loan is charged off.
 
On junior lien home equity loans, management has limited ability to monitor the delinquency status of the first lien unless the first lien is also held by United. As a result, management applies the weighted average historical loss factor for this category and appropriately adjusts it to reflect the increased risk of loss from these credits.
 
Management carefully reviews the resulting loss factors for each category of the loan portfolio and evaluates whether qualitative adjustments are necessary to take into consideration recent credit trends such as increases or decreases in past due, nonaccrual, criticized and classified loans, and other macro environmental factors such as changes in unemployment rates, lease vacancy rates and trends in property values and absorption rates.
 
Management believes that its method of determining the balance of the allowance for credit losses provides a reasonable and reliable basis for measuring and reporting losses that are incurred in the loan portfolio as of the reporting date.
 
When a loan officer determines that a loan is uncollectible, he or she is responsible for recommending that the loan be placed on nonaccrual status and evaluated for impairment, which, if necessary, could result in fully or partially charging off the loan or establishing a specific reserve. Full or partial charge-offs may also be recommended by the Collections Department, the Special Assets Department, the Loss Mitigation Department and the Foreclosure/OREO Department. Nonaccrual real estate loans are generally charged down to fair value less costs to sell at the time they are placed on nonaccrual status.
 
Commercial and consumer asset quality committees meet monthly to review charge-offs that have occurred during the previous month. Participants include the Chief Credit Officer, Senior Risk Officers and Senior Credit Officers.
 
Generally, closed-end retail loans (installment and residential mortgage loans) past due 90 cumulative days are written down to their collateral value less estimated selling costs. Open-end (revolving) unsecured retail loans which are past due 90 cumulative days from their contractual due date are generally charged-off.
 

23
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The following table presents loans individually evaluated for impairment by class as of the dates indicated (in thousands) .
 
June 30, 2018
 
December 31, 2017
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Allowance
for Loan
Losses
Allocated
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Allowance
for Loan
Losses
Allocated
With no related allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
8,292

 
$
6,763

 
$
—

 
$
1,238

 
$
1,176

 
$
—

Income producing commercial real estate
7,568

 
7,496

 
—

 
2,177

 
2,165

 
—

Commercial & industrial
160

 
123

 
—

 
1,758

 
1,471

 
—

Commercial construction
564

 
558

 
—

 
134

 
134

 
—

Equipment financing
—

 
—

 
—

 
—

 
—

 
—

Total commercial
16,584

 
14,940

 
—

 
5,307

 
4,946

 
—

Residential mortgage
5,125

 
4,520

 
—

 
2,661

 
2,566

 
—

Home equity lines of credit
284

 
229

 
—

 
393

 
101

 
—

Residential construction
712

 
576

 
—

 
405

 
330

 
—

Consumer direct
49

 
49

 
—

 
29

 
29

 
—

Indirect auto
139

 
137

 
—

 
1,396

 
1,396

 
—

Total with no related allowance recorded
22,893

 
20,451

 
—

 
10,191

 
9,368

 
—

 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
12,665

 
12,169

 
985

 
21,262

 
20,647

 
1,255

Income producing commercial real estate
9,017

 
8,749

 
609

 
14,419

 
14,318

 
562

Commercial & industrial
1,776

 
1,387

 
35

 
1,287

 
1,183

 
27

Commercial construction
3,216

 
2,970

 
98

 
3,917

 
3,679

 
156

Equipment financing
—

 
—

 
—

 
—

 
—

 
—

Total commercial
26,674

 
25,275

 
1,727

 
40,885

 
39,827

 
2,000

Residential mortgage
9,576

 
9,492

 
1,007

 
12,086

 
11,627

 
1,174

Home equity lines of credit
4

 
3

 
—

 
—

 
—

 
—

Residential construction
933

 
922

 
52

 
1,325

 
1,247

 
75

Consumer direct
207

 
200

 
6

 
244

 
241

 
7

Indirect auto
1,079

 
1,078

 
29

 
—

 
—

 
—

Total with an allowance recorded
38,473

 
36,970

 
2,821

 
54,540

 
52,942

 
3,256

Total
$
61,366

 
$
57,421

 
$
2,821

 
$
64,731

 
$
62,310

 
$
3,256

 
As of June 30, 2018 and December 31, 2017 , $2.74 million and $3.26 million , respectively, of specific reserves were allocated to customers whose loan terms have been modified in TDRs. United committed to lend additional amounts totaling up to $75,000 as of December 31, 2017 , to customers with outstanding loans classified as TDRs. As of June 30, 2018 , there were no commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs.

The modification of the TDR terms included one or a combination of the following: a reduction of the stated interest rate of the loan or an extension of the amortization period that would not otherwise be considered in the current market for new debt with similar risk characteristics; a restructuring of the borrower’s debt into an “A/B note structure” where the A note would fall within the borrower’s ability to pay and the remainder would be included in the B note; a mandated bankruptcy restructuring; or interest-only payment terms greater than 90 days where the borrower is unable to amortize the loan. Modified PCI loans are not accounted for as TDRs because they are not separated from the pools, and as such are not classified as impaired loans.
 

24
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Loans modified under the terms of a TDR during the three and six months ended June 30, 2018 and 2017 are presented in the table below. In addition, the following table presents loans modified under the terms of a TDR that defaulted (became 90 days or more delinquent) during the periods presented and were initially restructured within one year prior to default (dollars in thousands) .
 
 
New TDRs
 
 
 
 
Pre-modification Outstanding Recorded Investment
 
Post-Modification Outstanding Recorded Investment by Type of Modification
 
TDRs Modified Within the Previous Twelve Months That Have Subsequently Defaulted
 
 
Number of
  Contracts
 
 
Rate  
Reduction
 
Structure
 
Other
 
Total
 
Number of  
Contracts
 
Recorded  
Investment
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
1

 
$
282

 
$
—

 
$
282

 
$
—

 
$
282

 
1

 
$
283

Income producing commercial real estate
 
1

 
106

 
106

 
—

 
—

 
106

 
—

 
—

Commercial & industrial
 
1

 
27

 
—

 
27

 
—

 
27

 
—

 
—

Commercial construction
 
—

 
—

 
—

 
—

 
—

 
—

 
1

 
3

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
3

 
415

 
106

 
309

 
—

 
415

 
2

 
286

Residential mortgage
 
2

 
425

 
—

 
424

 
—

 
424

 
1

 
101

Home equity lines of credit
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Residential construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Consumer direct
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Indirect auto
 
17

 
236

 
—

 
—

 
236

 
236

 
—

 
—

Total loans
 
22

 
$
1,076

 
$
106

 
$
733

 
$
236

 
$
1,075

 
3

 
$
387

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
4

 
$
1,276

 
$
—

 
$
1,260

 
$
—

 
$
1,260

 
3

 
$
1,869

Income producing commercial real estate
 
1

 
106

 
106

 
—

 
—

 
106

 
—

 
—

Commercial & industrial
 
2

 
108

 
—

 
32

 
—

 
32

 
—

 
—

Commercial construction
 
—

 
—

 
—

 
—

 
—

 
—

 
1

 
3

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
7

 
1,490

 
106

 
1,292

 
—

 
1,398

 
4

 
1,872

Residential mortgage
 
4

 
765

 
—

 
764

 
—

 
764

 
1

 
101

Home equity lines of credit
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Residential construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Consumer direct
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Indirect auto
 
17

 
236

 
—

 
—

 
236

 
236

 
—

 
—

Total loans
 
28

 
$
2,491

 
$
106

 
$
2,056

 
$
236

 
$
2,398

 
5

 
$
1,973

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
3

 
$
1,860

 
$
—

 
$
1,860

 
$
—

 
$
1,860

 
—

 
$
—

Income producing commercial real estate
 
1

 
226

 
—

 
—

 
226

 
226

 
—

 
—

Commercial & industrial
 
1

 
28

 
—

 
28

 
—

 
28

 
—

 
—

Commercial construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
5

 
2,114

 
—

 
1,888

 
226

 
2,114

 
—

 
—

Residential mortgage
 
5

 
483

 
—

 
483

 
—

 
483

 
—

 
—

Home equity lines of credit
 
1

 
296

 
—

 
—

 
176

 
176

 
—

 
—

Residential construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Consumer direct
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Indirect auto
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total loans
 
11

 
$
2,893

 
$
—

 
$
2,371

 
$
402

 
$
2,773

 
—

 
$
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
3

 
$
1,860

 
$
—

 
$
1,860

 
$
—

 
$
1,860

 
—

 
$
—

Income producing commercial real estate
 
1

 
226

 
—

 
—

 
226

 
226

 
—

 
—

Commercial & industrial
 
2

 
53

 
—

 
53

 
—

 
53

 
—

 
—

Commercial construction
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
6

 
2,139

 
—

 
1,913

 
226

 
2,139

 
—

 
—

Residential mortgage
 
12

 
836

 
—

 
836

 
—

 
836

 
2

 
655

Home equity lines of credit
 
1

 
296

 
—

 
—

 
176

 
176

 
—

 
—

Residential construction
 
1

 
40

 
40

 
—

 
—

 
40

 
—

 
—

Consumer direct
 
1

 
6

 
—

 
6

 
—

 
6

 
—

 
—

Indirect auto
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total loans
 
21

 
$
3,317

 
$
40

 
$
2,755

 
$
402

 
$
3,197

 
2

 
$
655


25
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


 
TDRs that subsequently default and are placed on nonaccrual are charged down to the fair value of the collateral consistent with United’s policy for nonaccrual loans.
 
The average balances of impaired loans and income recognized on impaired loans while they were considered impaired are presented below for the periods indicated (in thousands) . 
 
 
2018
 
2017
Three Months Ended June 30,
 
Average
Balance
 
Interest
Revenue
Recognized
During
Impairment
 
Cash Basis
Interest
Revenue
Received
 
Average
Balance
 
Interest
Revenue
Recognized
During
Impairment
 
Cash Basis
Interest
Revenue
Received
Owner occupied commercial real estate
 
$
19,353

 
$
235

 
$
236

 
$
30,825

 
$
371

 
$
376

Income producing commercial real estate
 
16,408

 
215

 
212

 
28,768

 
359

 
347

Commercial & industrial
 
1,542

 
25

 
24

 
1,877

 
26

 
17

Commercial construction
 
3,564

 
47

 
44

 
6,670

 
70

 
77

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
40,867

 
522

 
516

 
68,140

 
826

 
817

Residential mortgage
 
14,115

 
157

 
161

 
14,742

 
130

 
147

Home equity lines of credit
 
235

 
5

 
4

 
552

 
2

 
4

Residential construction
 
1,516

 
25

 
24

 
1,563

 
23

 
24

Consumer direct
 
256

 
5

 
5

 
307

 
6

 
6

Indirect auto
 
1,283

 
17

 
17

 
1,137

 
14

 
14

Total
 
$
58,272

 
$
731

 
$
727

 
$
86,441

 
$
1,001

 
$
1,012

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
22,006

 
$
480

 
$
516

 
$
30,342

 
$
716

 
$
712

Income producing commercial real estate
 
16,421

 
425

 
447

 
28,589

 
710

 
692

Commercial & industrial
 
2,069

 
65

 
66

 
1,908

 
53

 
45

Commercial construction
 
3,750

 
98

 
96

 
5,836

 
123

 
130

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
44,246

 
1,068

 
1,125

 
66,675

 
1,602

 
1,579

Residential mortgage
 
14,554

 
306

 
311

 
14,175

 
268

 
290

Home equity lines of credit
 
290

 
9

 
8

 
308

 
3

 
5

Residential construction
 
1,553

 
49

 
48

 
1,591

 
46

 
47

Consumer direct
 
274

 
10

 
10

 
297

 
11

 
12

Indirect auto
 
1,301

 
34

 
34

 
1,130

 
28

 
28

Total
 
$
62,218

 
$
1,476

 
$
1,536

 
$
84,176

 
$
1,958

 
$
1,961

 
Nonaccrual and Past Due Loans

Nonaccrual loans include both homogeneous loans that are collectively evaluated for impairment and individually evaluated impaired loans. United’s policy is to place loans on nonaccrual status when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in full or when the loan becomes 90 days past due and is not well secured and in the process of collection. When a loan is classified on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are applied to reduce the loan’s recorded investment.
 
PCI loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered to be performing, even

26
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period loan loss provision or future period yield adjustments. The accrual of interest is discontinued on PCI loans if management can no longer reliably estimate future cash flows on the loan. No PCI loans were classified as nonaccrual at June 30, 2018 or December 31, 2017 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.
 
The gross additional interest revenue that would have been earned if the loans classified as nonaccrual had performed in accordance with the original terms was approximately $256,000 and $246,000 for the three months ended June 30, 2018 and 2017 , respectively, and $599,000 and $523,000 for the six months ended June 30, 2018 and 2017 , respectively.
 
The following table presents the recorded investment in nonaccrual loans by loan class as of the dates indicated (in thousands) . 
 
June 30, 2018
 
December 31, 2017
Owner occupied commercial real estate
$
5,772

 
$
4,923

Income producing commercial real estate
991

 
3,208

Commercial & industrial
2,180

 
2,097

Commercial construction
613

 
758

Equipment financing
1,075

 
—

Total commercial
10,631

 
10,986

Residential mortgage
7,918

 
8,776

Home equity lines of credit
1,812

 
2,024

Residential construction
637

 
192

Consumer direct
68

 
43

Indirect auto
751

 
1,637

Total
$
21,817

 
$
23,658

 

27
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Excluding PCI loans, substantially all loans more than 90 days past due were on nonaccrual status at June 30, 2018 and December 31, 2017 . The following table presents the aging of the recorded investment in past due loans by class of loans as of the dates indicated (in thousands) .
 
 
Loans Past Due
 
 
 
 
 
 
As of June 30, 2018
 
30 - 59 Days
 
60 - 89 Days
 
> 90 Days
 
Total
 
Loans Not Past Due
 
PCI Loans
 
Total
Owner occupied commercial real estate
 
$
5,007

 
$
822

 
$
2,553

 
$
8,382

 
$
1,659,987

 
$
13,368

 
$
1,681,737

Income producing commercial real estate
 
2,045

 
269

 
49

 
2,363

 
1,776,842

 
42,179

 
1,821,384

Commercial & industrial
 
2,450

 
576

 
714

 
3,740

 
1,188,670

 
636

 
1,193,046

Commercial construction
 
992

 
343

 
253

 
1,588

 
727,414

 
6,573

 
735,575

Equipment financing
 
346

 
465

 
1,075

 
1,886

 
450,734

 
11,974

 
464,594

Total commercial
 
10,840

 
2,475

 
4,644

 
17,959

 
5,803,647

 
74,730

 
5,896,336

Residential mortgage
 
6,470

 
2,284

 
2,684

 
11,438

 
997,646

 
11,522

 
1,020,606

Home equity lines of credit
 
2,113

 
797

 
500

 
3,410

 
702,413

 
1,895

 
707,718

Residential construction
 
757

 
92

 
493

 
1,342

 
193,312

 
926

 
195,580

Consumer direct
 
536

 
142

 
1

 
679

 
121,307

 
770

 
122,756

Indirect auto
 
731

 
132

 
601

 
1,464

 
275,811

 
—

 
277,275

Total loans
 
$
21,447

 
$
5,922

 
$
8,923

 
$
36,292

 
$
8,094,136

 
$
89,843

 
$
8,220,271

 
 
Loans Past Due
 
 
 
 
 
 
As of December 31, 2017
 
30 - 59 Days
 
60 - 89 Days
 
> 90 Days
 
Total
 
Loans Not Past Due
 
PCI Loans
 
Total
Owner occupied commercial real estate
 
$
3,810

 
$
1,776

 
$
1,530

 
$
7,116

 
$
1,891,118

 
$
25,759

 
$
1,923,993

Income producing commercial real estate
 
1,754

 
353

 
1,939

 
4,046

 
1,546,288

 
44,840

 
1,595,174

Commercial & industrial
 
2,139

 
869

 
1,133

 
4,141

 
1,125,407

 
1,442

 
1,130,990

Commercial construction
 
568

 
132

 
158

 
858

 
702,221

 
8,857

 
711,936

Equipment financing
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total commercial
 
8,271

 
3,130

 
4,760

 
16,161

 
5,265,034

 
80,898

 
5,362,093

Residential mortgage
 
6,717

 
1,735

 
3,438

 
11,890

 
948,513

 
13,141

 
973,544

Home equity lines of credit
 
3,246

 
225

 
578

 
4,049

 
724,287

 
2,891

 
731,227

Residential construction
 
885

 
105

 
93

 
1,083

 
181,472

 
464

 
183,019

Consumer direct
 
739

 
133

 
—

 
872

 
125,512

 
1,120

 
127,504

Indirect auto
 
1,152

 
459

 
1,263

 
2,874

 
355,311

 
—

 
358,185

Total loans
 
$
21,010

 
$
5,787

 
$
10,132

 
$
36,929

 
$
7,600,129

 
$
98,514

 
$
7,735,572

 
Risk Ratings
 
United categorizes commercial loans, with the exception of equipment financing receivables, into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current industry and economic trends, among other factors. United analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continual basis. United uses the following definitions for its risk ratings:
 
Watch. Loans in this category are presently protected from apparent loss; however, weaknesses exist that could cause future impairment, including the deterioration of financial ratios, past due status and questionable management capabilities. These loans require more than the ordinary amount of supervision. Collateral values generally afford adequate coverage, but may not be immediately marketable.
 
Substandard. These loans are inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged. Specific and well-defined weaknesses exist that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. There is the distinct possibility that United will sustain some loss if deficiencies are not corrected. If possible, immediate corrective action is taken.

28
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


 
Doubtful. Specific weaknesses characterized as Substandard that are severe enough to make collection in full highly questionable and improbable. There is no reliable secondary source of full repayment.
 
Loss. Loans categorized as Loss have the same characteristics as Doubtful; however, probability of loss is certain. Loans classified as Loss are charged off.
 
Equipment Financing Receivables and Consumer Purpose Loans. United applies a pass / fail grading system to all equipment financing receivables and consumer purpose loans. Under the pass / fail grading system, loans that become past due 90 days or are in bankruptcy are classified as “fail” and all other loans are classified as “pass”. For reporting purposes, loans in these categories that are classified as “fail” are reported in the substandard column and all other loans are reported in the “pass” column.
 
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.


29
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Based on the most recent analysis performed, the risk category of loans by class of loans as of the dates indicated is as follows (in thousands) .
 
 
Pass
 
Watch
 
Substandard
 
Doubtful /
Loss
 
Total
As of June 30, 2018
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
1,607,152

 
$
21,030

 
$
40,187

 
$
—

 
$
1,668,369

Income producing commercial real estate
 
1,738,757

 
19,989

 
20,459

 
—

 
1,779,205

Commercial & industrial
 
1,158,458

 
14,103

 
19,849

 
—

 
1,192,410

Commercial construction
 
696,187

 
24,575

 
8,240

 
—

 
729,002

Equipment financing
 
451,545

 
—

 
1,075

 
—

 
452,620

Total commercial
 
5,652,099

 
79,697

 
89,810

 
—

 
5,821,606

Residential mortgage
 
989,403

 
—

 
19,681

 
—

 
1,009,084

Home equity lines of credit
 
699,455

 
—

 
6,368

 
—

 
705,823

Residential construction
 
192,656

 
—

 
1,998

 
—

 
194,654

Consumer direct
 
121,493

 
—

 
493

 
—

 
121,986

Indirect auto
 
275,233

 
—

 
2,042

 
—

 
277,275

Total loans, excluding PCI loans
 
$
7,930,339

 
$
79,697

 
$
120,392

 
$
—

 
$
8,130,428

 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
2,586

 
$
3,027

 
$
7,755

 
$
—

 
$
13,368

Income producing commercial real estate
 
12,918

 
22,609

 
6,652

 
—

 
42,179

Commercial & industrial
 
258

 
227

 
151

 
—

 
636

Commercial construction
 
3,345

 
753

 
2,475

 
—

 
6,573

Equipment financing
 
11,154

 
—

 
820

 
—

 
11,974

Total commercial
 
30,261

 
26,616

 
17,853

 
—

 
74,730

Residential mortgage
 
8,167

 
148

 
3,207

 
—

 
11,522

Home equity lines of credit
 
1,334

 
—

 
561

 
—

 
1,895

Residential construction
 
473

 
247

 
206

 
—

 
926

Consumer direct
 
697

 
—

 
73

 
—

 
770

Indirect auto
 
—

 
—

 
—

 
—

 
—

Total PCI loans
 
$
40,932

 
$
27,011

 
$
21,900

 
$
—

 
$
89,843

 
 
 
 
 
 
 
 
 
 
 
Total loan portfolio
 
$
7,971,271

 
$
106,708

 
$
142,292

 
$
—

 
$
8,220,271

 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
1,833,469

 
$
33,571

 
$
31,194

 
$
—

 
$
1,898,234

Income producing commercial real estate
 
1,495,805

 
30,780

 
23,749

 
—

 
1,550,334

Commercial & industrial
 
1,097,907

 
18,052

 
13,589

 
—

 
1,129,548

Commercial construction
 
693,873

 
2,947

 
6,259

 
—

 
703,079

Equipment financing
 
—

 
—

 
—

 
—

 
—

Total commercial
 
5,121,054

 
85,350

 
74,791

 
—

 
5,281,195

Residential mortgage
 
939,706

 
—

 
20,697

 
—

 
960,403

Home equity lines of credit
 
721,142

 
—

 
7,194

 
—

 
728,336

Residential construction
 
180,567

 
—

 
1,988

 
—

 
182,555

Consumer direct
 
125,860

 
—

 
524

 
—

 
126,384

Indirect auto
 
354,788

 
—

 
3,397

 
—

 
358,185

Total loans, excluding PCI loans
 
$
7,443,117

 
$
85,350

 
$
108,591

 
$
—

 
$
7,637,058

 
 
 
 
 
 
 
 
 
 
 
Owner occupied commercial real estate
 
$
2,400

 
$
8,163

 
$
15,196

 
$
—

 
$
25,759

Income producing commercial real estate
 
13,392

 
21,928

 
9,520

 
—

 
44,840

Commercial & industrial
 
383

 
672

 
387

 
—

 
1,442

Commercial construction
 
3,866

 
2,228

 
2,763

 
—

 
8,857

Equipment financing
 
—

 
—

 
—

 
—

 
—

Total commercial
 
20,041

 
32,991

 
27,866

 
—

 
80,898

Residential mortgage
 
9,566

 
173

 
3,402

 
—

 
13,141

Home equity lines of credit
 
1,579

 
427

 
885

 
—

 
2,891

Residential construction
 
423

 
—

 
41

 
—

 
464

Consumer direct
 
1,076

 
10

 
34

 
—

 
1,120

Indirect auto
 
—

 
—

 
—

 
—

 
—

Total PCI loans
 
$
32,685

 
$
33,601

 
$
32,228

 
$
—

 
$
98,514

 
 
 
 
 
 
 
 
 
 
 
Total loan portfolio
 
$
7,475,802

 
$
118,951

 
$
140,819

 
$
—

 
$
7,735,572



30
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Note 7 – Reclassifications Out of Accumulated Other Comprehensive Income

The following table presents the details regarding amounts reclassified out of accumulated other comprehensive income for the periods indicated (in thousands) .
 
 
Amounts Reclassified from Accumulated Other
Comprehensive Income
 
 
Details about Accumulated Other Comprehensive Income Components
 
Three Months Ended June 30,
 
Six Months Ended
June 30,
 
Affected Line Item in the Statement Where Net Income is Presented
 
2018
 
2017
 
2018
 
2017
 
Realized (losses) gains on available-for-sale securities:
 
 
$
(364
)
 
$
4

 
$
(1,304
)
 
$
2

 
Securities (losses) gains, net
 
 
97

 
—

 
317

 
1

 
Income tax benefit
 
 
$
(267
)
 
$
4

 
$
(987
)
 
$
3

 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity:
 
 
 
 
$
(218
)
 
$
(261
)
 
$
(439
)
 
$
(571
)
 
Investment securities interest revenue
 
 
55

 
98

 
109

 
214

 
Income tax benefit
 
 
$
(163
)
 
$
(163
)
 
$
(330
)
 
$
(357
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Amortization of losses included in net income on derivative financial instruments accounted for as cash flow hedges:
 
 
Amortization of losses on de-designated positions
 
$
(143
)
 
$
(149
)
 
$
(290
)
 
$
(298
)
 
Money market deposit interest expense
Amortization of losses on de-designated positions
 
—

 
(28
)
 
—

 
(292
)
 
Federal Home Loan Bank advances interest expense
 
 
(143
)
 
(177
)
 
(290
)
 
(590
)
 
Total before tax
 
 
38

 
69

 
76

 
230

 
Income tax benefit
 
 
$
(105
)
 
$
(108
)
 
$
(214
)
 
$
(360
)
 
Net of tax
 
 
 
 
 
 
 
 
 
 
 
Reclassification of disproportionate tax effect related to terminated cash flow hedges:
 
 
$
—

 
$
—

 
$
—

 
$
(3,400
)
 
Income tax expense
 
 
 
 
 
 
 
 
 
 
 
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan:
 
 
Prior service cost
 
$
(167
)
 
$
(140
)
 
$
(334
)
 
$
(280
)
 
Salaries and employee benefits expense
Actuarial losses
 
(60
)
 
—

 
(120
)
 
—

 
Other expense
Actuarial losses
 
—

 
(60
)
 
—

 
(120
)
 
Salaries and employee benefits expense
 
 
(227
)
 
(200
)
 
(454
)
 
(400
)
 
Total before tax
 
 
73

 
78

 
131

 
157

 
Income tax benefit
 
 
$
(154
)
 
$
(122
)
 
$
(323
)
 
$
(243
)
 
Net of tax
Total reclassifications for the period
 
$
(689
)
 
$
(389
)
 
$
(1,854
)
 
$
(4,357
)
 
Net of tax

Amounts shown above in parentheses reduce earnings.


31
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Note 8 – Earnings Per Share
 
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated (in thousands, except per share data) .
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
39,634

 
$
28,267

 
$
77,292

 
$
51,791

Dividends and undistributed earnings allocated to unvested shares
(275
)
 
—

 
(552
)
 
—

Net income available to common shareholders
$
39,359

 
$
28,267

 
$
76,740

 
$
51,791

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
79,745

 
71,810

 
79,477

 
71,798

Effect of dilutive securities
 
 
 
 
 
 
 
Stock options
10

 
10

 
10

 
11

Diluted
79,755

 
71,820

 
79,487

 
71,809

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.49

 
$
0.39

 
$
0.97

 
$
0.72

Diluted
$
0.49

 
$
0.39

 
$
0.97

 
$
0.72

 
At June 30, 2018 , United had potentially dilutive warrants outstanding to purchase 219,909 shares of common stock at $61.40 per share. At June 30, 2018 , there were no shares of potentially dilutive common stock issuable upon exercise of stock options granted to employees.
 
At June 30, 2017 , United had the following potentially dilutive stock options and warrants outstanding: a warrant to purchase 219,909 shares of common stock at $61.40 per share; 63,404 shares of common stock issuable upon exercise of stock options granted to employees with a weighted average exercise price of $25.45 ; and 595,188 shares of common stock issuable upon the vesting of restricted stock unit awards.
 
Note 9 – Derivatives and Hedging Activities
 
Risk Management Objective of Using Derivatives
 
United is exposed to certain risks arising from both its business operations and economic conditions. United principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. United manages interest rate risk primarily by managing the amount, sources, and duration of its investment securities portfolio and wholesale funding and through the use of derivative financial instruments. Specifically, United enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined primarily by interest rates. Derivative financial instruments are used to manage differences in the amount, timing, and duration of known or expected cash receipts and known or expected cash payments principally related to loans, investment securities, wholesale borrowings and deposits.
 
In conjunction with the FASB’s fair value measurement guidance, United made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a gross basis.


32
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The table below presents the fair value of derivative financial instruments as of the dates indicated as well as their classification on the consolidated balance sheet (in thousands) . 

Derivatives designated as hedging instruments under ASC 815
Interest Rate Products
 
Balance Sheet Location
 
June 30, 2018
 
December 31, 2017
Fair value hedge of corporate bonds
 
Derivative assets
 
$
—

 
$
336

 
 
 
 
$
—

 
$
336

 
 
 
 
 
 
 
Fair value hedge of brokered CDs
 
Derivative liabilities
 
$
2,425

 
$
2,053

 
 
 
 
$
2,425

 
$
2,053

 
Derivatives not designated as hedging instruments under ASC 815
 
 
 
 
Fair Value
Interest Rate Products
 
Balance Sheet Location
 
June 30, 2018
 
December 31, 2017
Customer derivative positions
 
Derivative assets
 
$
951

 
$
2,659

Dealer offsets to customer derivative positions
 
Derivative assets
 
14,433

 
6,867

Mortgage banking - loan commitment
 
Derivative assets
 
1,764

 
1,150

Mortgage banking - forward sales commitment
 
Derivative assets
 
2

 
13

Bifurcated embedded derivatives
 
Derivative assets
 
12,746

 
11,057

Interest rate caps
 
Derivative assets
 
—

 
639

 
 
 
 
$
29,896

 
$
22,385

 
 
 
 
 
 
 
Customer derivative positions
 
Derivative liabilities
 
$
18,489

 
$
7,032

Dealer offsets to customer derivative positions
 
Derivative liabilities
 
217

 
1,551

Risk participations
 
Derivative liabilities
 
8

 
20

Mortgage banking - forward sales commitment
 
Derivative liabilities
 
189

 
49

Dealer offsets to bifurcated embedded derivatives
 
Derivative liabilities
 
15,471

 
14,279

De-designated hedges
 
Derivative liabilities
 
462

 
392

 
 
 
 
$
34,836

 
$
23,323

 
Customer derivative positions are between United and certain commercial loan customers with offsetting positions to dealers under a back-to-back swap/cap program. United also has three interest rate swap contracts that are not designated as hedging instruments but are economic hedges of market-linked brokered certificates of deposit. The market-linked brokered certificates of deposit contain embedded derivatives that are bifurcated from the host instruments and are marked to market through earnings. The fair value marks on the market linked swaps and the bifurcated embedded derivatives tend to move in opposite directions with changes in 90-day London Interbank Offered Rate (“LIBOR”) and therefore provide an economic hedge.
 
To accommodate customers, United occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. This allows customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Credit risk participation agreements arise when United contracts with other financial institutions, as a guarantor, to share credit risk associated with certain interest rate swaps. These agreements provide for reimbursement of losses resulting from a third party default on the underlying swap. These transactions are typically executed in conjunction with a participation in a loan with the same customer. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of the credit risk participation.
 
In addition, United originates certain residential mortgage loans with the intention of selling these loans. Between the time United enters into an interest-rate lock commitment to originate a residential mortgage loan that is to be held for sale and the time the loan is funded and eventually sold, United is subject to the risk of variability in market prices. United enters into forward sale agreements to mitigate risk and to protect the expected gain on the eventual loan sale. Most of this hedging activity is executed on a matched basis, with a loan sale commitment hedging a specific loan. The commitments to originate residential mortgage loans and forward loan sales commitments are freestanding derivative instruments. United accounts for most newly originated mortgage loans at fair value pursuant to the fair value option, and these loans are not reflected in the table above. Fair value adjustments on these derivative instruments are recorded within mortgage loan and other related fee income in the consolidated statement of income.

33
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements



Cash Flow Hedges of Interest Rate Risk
 
At June 30, 2018 and December 31, 2017 United did not have any active cash flow hedges. Changes in balance sheet composition and interest rate risk position made cash flow hedges no longer necessary as protection against rising interest rates. The loss remaining in other comprehensive income from prior hedges that have been de-designated is being amortized into earnings over the original term of the swaps as the forecasted transactions that the swaps were originally designated to hedge are still expected to occur. United expects that $361,000 will be reclassified as an increase to interest expense over the next twelve months related to these cash flow hedges.
 
The table below presents the effect of cash flow hedges on the consolidated statements of income for the periods indicated (in thousands) . 
 
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income into Income (Effective Portion)
 
Location
 
2018
 
2017
Three Months Ended June 30,
 
 
 

 
 

 
 
 
 
 
 
Interest rate swaps
Interest expense
 
$
(143
)
 
$
(177
)
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 

 
 

 
 
 
 
 
 
Interest rate swaps
Interest expense
 
$
(290
)
 
$
(590
)
 
Fair Value Hedges of Interest Rate Risk
 
United is exposed to changes in the fair value of certain of its fixed-rate obligations due to changes in interest rates. United uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in interest rates. Interest rate swaps designated as fair value hedges of brokered deposits involve the receipt of fixed-rate amounts from a counterparty in exchange for United making variable rate payments over the life of the agreements without the exchange of the underlying notional amount. Interest rate swaps designated as fair value hedges of fixed-rate investments involve the receipt of variable-rate payments from a counterparty in exchange for United making fixed-rate payments over the life of the instrument without the exchange of the underlying notional amount. At June 30, 2018 , United had four interest rate swaps with a notional amount of $39.0 million that were designated as fair value hedges of interest rate risk and were pay-variable / receive-fixed swaps hedging the changes in the fair value of fixed-rate brokered time deposits resulting from changes in interest rates. At December 31, 2017 , United had four interest rate swaps with an aggregate notional amount of $40.7 million that were designated as fair value hedges of interest rate risk and were pay-variable / receive-fixed, hedging the changes in the fair value of fixed-rate brokered time deposits resulting from changes in interest rates. Also at December 31, 2017 , United had one interest rate swap with a notional value of $30 million that was designated as a pay-fixed / receive-variable fair value hedge of changes in the fair value of a fixed-rate corporate bond.
 
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in earnings. United includes the gain or loss on the hedged items in the same income statement line item as the offsetting loss or gain on the related derivatives. During the three and six months ended June 30, 2018 , United recognized net losses of $119,000 and $199,000 , respectively, related to ineffectiveness in the fair value hedging relationships. During the three and six months ended June 30, 2017 , United recognized net losses of $327,000 and $452,000 , respectively, related to ineffectiveness in the fair value hedging relationships. United also recognized a net increase in interest expense of $66,000 and $80,000 , respectively, for the three and six months ended June 30, 2018 , and net reductions of interest expense of $65,000 and $97,000 , respectively, for the three and six months ended June 30, 2017 related to fair value hedges of brokered time deposits, which includes net settlements on the derivatives. United recognized an increase in interest revenue on securities for the six months ended June 30, 2018 of $17,000 and reductions of interest revenue on securities during the three and six months ended June 30, 2017 of $80,000 and $173,000 , respectively, related to fair value hedges of corporate bonds. For the three months ended June 30, 2018 , there was no impact on interest revenue on securities related to fair value hedges of corporate bonds.
 

34
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The table below presents the effect of derivatives in fair value hedging relationships on the consolidated statement of income for the periods indicated (in thousands) . 
 
 
Location of Gain
(Loss) Recognized
in Income on Derivative
 
Amount of Gain (Loss)
Recognized in Income
on Derivative
 
Amount of Gain (Loss)
Recognized in Income
on Hedged Item
 
 
 
2018
 
2017
 
2018
 
2017
Three Months Ended June 30,
 
 
 
 

 
 

 
 

 
 

Fair value hedges of brokered CDs
 
Interest expense
 
$
(144
)
 
$
73

 
$
25

 
$
(344
)
Fair value hedges of corporate bonds
 
Interest revenue
 
—

 
(323
)
 
—

 
267

 
 
 
 
$
(144
)
 
$
(250
)
 
$
25

 
$
(77
)
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 
 

 
 

 
 

 
 

Fair value hedges of brokered CDs
 
Interest expense
 
$
(837
)
 
$
(201
)
 
$
569

 
$
(155
)
Fair value hedges of corporate bonds
 
Interest revenue
 
(336
)
 
(217
)
 
405

 
121

 
 
 
 
$
(1,173
)
 
$
(418
)
 
$
974

 
$
(34
)
 
In certain cases, the estate of deceased brokered certificate of deposit holders may put the certificate of deposit back to United at par upon the death of the holder. When these estate puts occur, a gain or loss is recognized for the difference between the fair value and the par amount of the deposits put back. The change in the fair value of brokered time deposits that are being hedged in fair value hedging relationships reported in the table above includes gains and losses from estate puts and such gains and losses are included in the amount of reported ineffectiveness gains or losses.

Derivatives Not Designated as Hedging Instruments under ASC 815
 
The table below presents the gains and losses recognized in income on derivatives not designated as hedging instruments under ASC 815 for the periods indicated (in thousands) . 
 
 
Location of Gain (Loss) Recognized in Income on Derivative
 
Amount of Gain (Loss) Recognized in Income on Derivative
 
 
 
2018
 
2017
Three Months Ended June 30,
 
 
 
 

 
 

Customer derivatives and dealer offsets
 
Other noninterest income
 
$
643

 
$
775

Bifurcated embedded derivatives and dealer offsets
 
Other noninterest income
 
12

 
119

Interest rate caps
 
Other noninterest income
 
—

 
90

De-designated hedges
 
Other noninterest income
 
(17
)
 
28

Mortgage banking derivatives
 
Mortgage loan revenue
 
156

 
(1,000
)
Risk participations
 
Other noninterest income
 
15

 
1

 
 
 
 
$
809

 
$
13

 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 
 

 
 

Customer derivatives and dealer offsets
 
Other noninterest income
 
$
1,417

 
$
1,250

Bifurcated embedded derivatives and dealer offsets
 
Other noninterest income
 
381

 
206

Interest rate caps
 
Other noninterest income
 
276

 
90

De-designated hedges
 
Other noninterest income
 
(83
)
 
4

Mortgage banking derivatives
 
Mortgage loan revenue
 
1,420

 
(876
)
Risk participations
 
Other noninterest income
 
12

 
5

 
 
 
 
$
3,423

 
$
679

 



35
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Credit-Risk-Related Contingent Features
 
United manages its credit exposure on derivatives transactions by entering into a bilateral credit support agreement with each counterparty. The credit support agreements require collateralization of exposures beyond specified minimum threshold amounts. The details of these agreements, including the minimum thresholds, vary by counterparty. As of June 30, 2018 , collateral totaling $18.4 million was pledged toward derivatives in a liability position.
 
United’s agreements with each of its derivative counterparties contain a provision where if either party defaults on any of its indebtedness, then it could also be declared in default on its derivative obligations. The agreements with derivatives counterparties also include provisions that if not met, could result in United being declared in default. United has agreements with certain of its derivative counterparties that contain a provision where if United fails to maintain its status as a well-capitalized institution or is subject to a prompt corrective action directive, the counterparty could terminate the derivative positions and United would be required to settle its obligations under the agreements. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), all newly eligible derivatives entered into are cleared through a central clearinghouse. Derivatives that are centrally cleared do not have credit-risk-related features that require additional collateral if our credit rating were downgraded.
 
Note 10 – Stock-Based Compensation
 
United has an equity compensation plan that allows for grants of incentive stock options, nonqualified stock options, restricted stock and restricted stock unit awards (also referred to as “nonvested stock” awards), stock awards, performance share awards or stock appreciation rights. Options granted under the plan can have an exercise price no less than the fair market value of the underlying stock at the date of grant. The general terms of the plan include a vesting period (usually four years ) with an exercisable period not to exceed ten years . Certain options, restricted stock and restricted stock unit awards provide for accelerated vesting if there is a change in control (as defined in the plan). Through June 30, 2018 , incentive stock options, nonqualified stock options, restricted stock and restricted stock unit awards, base salary stock grants and performance share awards have been granted under the plan. As of June 30, 2018 , 1.74 million additional awards remained available for grant under the plan.

The following table shows stock option activity for the first six months of 2018 .
Options
 
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value ($000)
Outstanding at December 31, 2017
 
60,287

 
$
24.12

 
 
 
 
Exercised
 
(12,000
)
 
11.85

 
 
 
 
Cancelled/forfeited
 
(181
)
 
31.50

 
 
 
 
Outstanding at June 30, 2018
 
48,106

 
27.16

 
2.4
 
$
169

 
 
 
 
 
 
 
 
 
Exercisable at June 30, 2018
 
45,606

 
27.73

 
2.1
 
134

 
The fair value of each option is estimated on the date of grant using the Black-Scholes model. No stock options were granted during the six months ended June 30, 2018 and 2017 .
 
United recognized $12,000 and $15,000 in compensation expense related to stock options during each of the six months ended June 30, 2018 and 2017 , respectively. The amount of compensation expense was determined based on the fair value of the options at the time of grant, multiplied by the number of options granted that were expected to vest, which was then amortized over the vesting period.
 

36
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


The table below presents restricted stock units activity for the first six months of 2018 .
Restricted Stock Unit Awards
 
Shares
 
Weighted-
Average Grant-
Date Fair Value
 
Weighted-
Average
Remaining
Contractual
Term (Years)
 
Aggregate
Intrinsic
Value
($000)
Outstanding at December 31, 2017
 
663,817

 
$
22.40

 
 
 
 
Granted
 
206,123

 
31.07

 
 
 
 
Vested
 
(124,551
)
 
18.53

 
 
 
$
3,998

Cancelled
 
(13,665
)
 
21.95

 
 
 
 
Outstanding at June 30, 2018
 
731,724

 
25.51

 
5.4
 
22,442

 
Compensation expense for restricted stock units is based on the market value of United’s common stock on the date of grant. United recognizes the impact of forfeitures as they occur. The value of restricted stock unit awards is amortized into expense over the vesting period. For the six months ended June 30, 2018 and 2017 , expense of $2.11 million and $3.02 million , respectively, was recognized related to restricted stock unit awards. Of the expense recognized related to restricted stock unit awards during the six months ended June 30, 2017 , $696,000 relates to the modification of existing awards resulting from an acceleration of vesting of unvested awards due to retirement which was recognized in merger-related and other charges in the consolidated statement of income. The remaining expense of $2.33 million was recognized in compensation expense. In addition, for the six months ended June 30, 2018 and 2017 , $156,000 and $113,000 , respectively, was recognized in other operating expense for restricted stock unit awards granted to members of United’s board of directors.
 
A deferred income tax benefit related to expense for options and restricted stock of $581,000 and $1.23 million was included in the determination of income tax expense for the six months ended June 30, 2018 and 2017 , respectively. As of June 30, 2018 , there was $14.9 million of unrecognized expense related to non-vested stock options and restricted stock unit awards granted under the plan. That cost is expected to be recognized over a weighted-average period of 2.4 years .
 
Note 11 – Common and Preferred Stock Issued / Common Stock Issuable
 
United sponsors a Dividend Reinvestment and Share Purchase Plan (“DRIP”) that allows participants who already own United’s common stock to purchase additional shares directly from United. The DRIP also allows participants to automatically reinvest their quarterly dividends in additional shares of common stock without a commission. In the six months ended June 30, 2018 and 2017 , 3,364 shares and 1,714 shares, respectively, were issued through the DRIP.
  
In addition, United has an Employee Stock Purchase Program (“ESPP”) that allows eligible employees to purchase shares of common stock at a 10% discount, with no commission charges. During the first six months of 2018 and 2017 , United issued 6,489 shares and 6,855 shares, respectively, through the ESPP.
 
United offers its common stock as an investment option in its deferred compensation plan. United also allows for the deferral of restricted stock unit awards. The common stock component of the deferred compensation plan is accounted for as an equity instrument and is reflected in the consolidated financial statements as common stock issuable. The deferred compensation plan does not allow for diversification once an election is made to invest in United’s common stock and settlement must be accomplished in shares at the time the deferral period is completed. At June 30, 2018 and December 31, 2017 , 616,549 and 607,869 shares of common stock, respectively, were issuable under the deferred compensation plan.
 
On March 22, 2016, United announced that its Board of Directors had authorized a program to repurchase up to $50 million of United’s outstanding common stock through December 31, 2017 . In November 2017, the Board of Directors extended this program to December 31, 2018 . Under the program, the shares may be repurchased periodically in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program depends on a number of factors, including the market price of United’s common stock, general market and economic conditions, and applicable legal requirements. During the first six months of 2018 and 2017 , United did not repurchase any shares under the program. As of June 30, 2018 , $36.3 million of United’s outstanding common stock may be repurchased under the program.
 

37
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Note 12 – Income Taxes
 
The income tax provision for the three and six months ended June 30, 2018 was $13.5 million and $24.3 million , respectively, which represents an effective tax rate of 25.5% and 23.9% , respectively, for each period. The effective tax rate for the second quarter and first six months of 2018 reflect the lower federal income tax rate enacted in the fourth quarter of 2017 following the passage of H.R. 1, commonly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The income tax provision for the second quarter of 2018 also includes $509,000 of additional tax expense resulting from the partial impairment of United’s deferred tax asset due to Georgia’s announcement that it has reduced its corporate income tax rate from 6.00% to 5.75% effective January 1, 2019. The income tax provision for the three and six months ended June 30, 2017 was $16.5 million and $35.0 million , respectively, which represents an effective tax rate of 36.9% and 40.3% , respectively, for each period. Upon reversal of United’s former full deferred tax valuation allowance in 2013, certain disproportionate tax effects were retained in accumulated other comprehensive income (loss). During the first quarter of 2017 , with the maturity and termination of certain dedesignated cash flow hedges, the disproportionate tax effect associated with these hedges was reversed and recorded as a tax expense of $3.40 million , which was the primary reason for the increase in the effective tax rate for that period.
 
At June 30, 2018 and December 31, 2017 , United maintained a valuation allowance on its net deferred tax asset of $4.71 million and $4.41 million , respectively. Management assesses the valuation allowance recorded against its net deferred tax asset at each reporting period. The determination of whether a valuation allowance for its net deferred tax asset is appropriate is subject to considerable judgment and requires an evaluation of all the positive and negative evidence.
  
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management’s conclusion at June 30, 2018 that it was more likely than not that the net deferred tax asset of $77.3 million will be realized is based upon management’s estimate of future taxable income. Management’s estimate of future taxable income is based on internal forecasts that consider historical performance, various internal estimates and assumptions, as well as certain external data all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, even if caused by adverse macro-economic conditions, the valuation allowance may need to be increased for some or all of its net deferred tax asset.
 
United is subject to income taxation in the United States and various state jurisdictions. United’s federal and state income tax returns are filed on a consolidated basis. Currently, no years for which United filed a federal income tax return are under examination by the IRS, and there are no state tax examinations currently in progress. United is no longer subject to income tax examinations from state and local income tax authorities for years before 2014. Although it is not possible to know the ultimate outcome of future examinations, management believes that the liability recorded for uncertain tax positions is appropriate. At June 30, 2018 and December 31, 2017 , unrecognized income tax benefits totaled $3.39 million and $3.16 million , respectively.
 

38
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Note 13 – Assets and Liabilities Measured at Fair Value
 
Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, United uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). United has processes in place to review the significant valuation inputs and to reassess how the instruments are classified in the valuation framework.
 
Fair Value Hierarchy
 
Level 1 Valuation is based upon quoted prices (unadjusted) in active markets for identical assets or liabilities that United has the ability to access.
 
Level 2 Valuation is based upon quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.
 
Level 3 Valuation is generated from model-based techniques that use at least one significant assumption based on unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.
 
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
 
The following is a description of the valuation methodologies used for assets and liabilities recorded at fair value.
 
Securities Available-for-Sale
 
Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, United States Department of Treasury (“Treasury”) securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities, municipal bonds, corporate debt securities and asset-backed securities and are valued based on observable inputs that include: quoted market prices for similar assets, quoted market prices that are not in an active market, or other inputs that are observable in the market and can be corroborated by observable market data for substantially the full term of the securities. Securities classified as Level 3 include asset-backed securities in less liquid markets. Securities classified as Level 3 are valued based on estimates obtained from broker-dealers and are not directly observable.
 
Deferred Compensation Plan Assets and Liabilities
 
Included in other assets in the consolidated balance sheet are assets related to employee deferred compensation plans. The assets associated with these plans are invested in mutual funds and classified as Level 1. Deferred compensation liabilities, also classified as Level 1, are carried at the fair value of the obligation to the employee, which mirrors the fair value of the invested assets and is included in other liabilities in the consolidated balance sheet.
 
Mortgage Loans Held for Sale
 
United has elected the fair value option for most of its newly originated mortgage loans held for sale in order to reduce certain timing differences and better match changes in fair values of the loans with changes in the value of derivative instruments used to economically hedge them. The fair value of mortgage loans held for sale is determined using quoted prices for a similar asset, adjusted for specific attributes of that loan (Level 2).
 

39
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Loans
 
United does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for credit losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price, or the fair value of the collateral if repayment of the loan is dependent upon the sale of the underlying collateral.
 
Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. In accordance with ASC 820, Fair Value Measures and Disclosures , impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, United records the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, United records the impaired loan as nonrecurring Level 3.
 
Derivative Financial Instruments
 
United uses interest rate swaps and interest rate floors to manage its interest rate risk. The valuation of these instruments is typically determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments. The variable cash payments are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. United also uses best effort and mandatory delivery forward loan sale commitments to hedge risk in its mortgage lending business.
 
To comply with the provisions of ASC 820, United incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, United has considered the effect of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
 
Although management has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, management had assessed the significance of the effect of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. Derivatives classified as Level 3 included structured derivatives for which broker quotes, used as a key valuation input, were not observable consistent with a Level 2 disclosure. The fair value of risk participations incorporates Level 3 inputs to evaluate the likelihood of customer default. The fair value of interest rate lock commitments, which is related to mortgage loan commitments, is categorized as Level 3 based on unobservable inputs for commitments that United does not expect to fund.
 
Servicing Rights for SBA/USDA Loans
 
United recognizes servicing rights upon the sale of SBA/USDA loans sold with servicing retained. Management has elected to carry this asset at fair value. Given the nature of the asset, the key valuation inputs are unobservable and management classifies this asset as Level 3.
 
Residential Mortgage Servicing Rights
 
United recognizes servicing rights upon the sale of residential mortgage loans sold with servicing retained. Effective January 1, 2017, management elected to carry this asset at fair value. Given the nature of the asset, the key valuation inputs are unobservable and management classifies this asset as Level 3.
 
Pension Plan Assets
 
For information on the fair value of pension plan assets, see Note 18 in the Annual Report on Form 10-K for the year ended December 31, 2017 .


40
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


 
Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
The table below presents United’s assets and liabilities measured at fair value on a recurring basis as of the dates indicated, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands) .
June 30, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Securities available for sale:
 
 

 
 

 
 

 
 

U.S. Treasuries
 
$
119,039

 
$
—

 
$
—

 
$
119,039

U.S. Agencies
 
—

 
25,578

 
—

 
25,578

State and political subdivisions
 
—

 
197,631

 
—

 
197,631

Mortgage-backed securities
 
—

 
1,806,861

 
—

 
1,806,861

Corporate bonds
 
—

 
197,175

 
990

 
198,165

Asset-backed securities
 
—

 
188,963

 
—

 
188,963

Other
 
—

 
57

 
—

 
57

Mortgage loans held for sale
 
—

 
34,813

 
—

 
34,813

Deferred compensation plan assets
 
6,199

 
—

 
—

 
6,199

Servicing rights for SBA/USDA loans
 
—

 
—

 
7,509

 
7,509

Residential mortgage servicing rights
 
—

 
—

 
10,801

 
10,801

Derivative financial instruments
 
—

 
15,386

 
14,510

 
29,896

 
 
 
 
 
 
 
 
 
Total assets
 
$
125,238

 
$
2,466,464

 
$
33,810

 
$
2,625,512

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation plan liability
 
$
6,199

 
$
—

 
$
—

 
$
6,199

Derivative financial instruments
 
—

 
18,895

 
18,366

 
37,261

 
 
 
 
 
 
 
 
 
Total liabilities
 
$
6,199

 
$
18,895

 
$
18,366

 
$
43,460

December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

Securities available for sale
 
 

 
 

 
 

 
 

U.S. Treasuries
 
$
121,113

 
$
—

 
$
—

 
$
121,113

U.S. Agencies
 
—

 
26,372

 
—

 
26,372

State and political subdivisions
 
—

 
197,286

 
—

 
197,286

Mortgage-backed securities
 
—

 
1,727,211

 
—

 
1,727,211

Corporate bonds
 
—

 
305,453

 
900

 
306,353

Asset-backed securities
 
—

 
237,458

 
—

 
237,458

Other
 
—

 
57

 
—

 
57

Mortgage loans held for sale
 
—

 
26,252

 
—

 
26,252

Deferred compensation plan assets
 
5,716

 
—

 
—

 
5,716

Servicing rights for SBA/USDA loans
 
—

 
—

 
7,740

 
7,740

Residential mortgage servicing rights
 
—

 
—

 
8,262

 
8,262

Derivative financial instruments
 
—

 
10,514

 
12,207

 
22,721

 
 
 
 
 
 
 
 
 
Total assets
 
$
126,829

 
$
2,530,603

 
$
29,109

 
$
2,686,541

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Deferred compensation plan liability
 
$
5,716

 
$
—

 
$
—

 
$
5,716

Derivative financial instruments
 
—

 
8,632

 
16,744

 
25,376

 
 
 
 
 
 
 
 
 
Total liabilities
 
$
5,716

 
$
8,632

 
$
16,744

 
$
31,092

 

41
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


 
The following table shows a reconciliation of the beginning and ending balances for the periods indicated for assets measured at fair value on a recurring basis using significant unobservable inputs that are classified as Level 3 values (in thousands) .
 
2018
 
2017
 
Derivative
Asset
 
Derivative
Liability
 
Servicing
rights for
SBA/USDA
loans
 
Residential
mortgage
servicing
rights
 
Securities
Available-
for-Sale
 
Derivative
Asset
 
Derivative
Liability
 
Servicing
rights for
SBA/USDA
loans
 
Residential
mortgage
servicing
rights
 
Securities
Available-
for-Sale
Three Months Ended June 30,
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Balance at beginning of period
$
13,877

 
$
17,788

 
$
7,470

 
$
9,718

 
$
900

 
$
12,649

 
$
16,580

 
$
5,997

 
$
5,971

 
$
675

Additions
—

 
—

 
613

 
1,182

 
—

 
—

 
—

 
668

 
947

 
—

Sales and settlements
—

 
—

 
(316
)
 
(126
)
 
—

 
(702
)
 
(964
)
 
(36
)
 
(74
)
 
—

Other comprehensive income
—

 
—

 
—

 
—

 
90

 
—

 
—

 
—

 
—

 
135

Amounts included in earnings - fair value adjustments
633

 
578

 
(258
)
 
27

 
—

 
(91
)
 
475

 
11

 
(345
)
 
—

Balance at end of period
$
14,510

 
$
18,366

 
$
7,509

 
$
10,801

 
$
990

 
$
11,856

 
$
16,091

 
$
6,640

 
$
6,499

 
$
810

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
$
12,207

 
$
16,744

 
$
7,740

 
$
8,262

 
$
900

 
$
11,777

 
$
16,347

 
$
5,752

 
$
—

 
$
675

Business combinations
—

 
—

 
(354
)
 
—

 
—

 
—

 
—

 
—

 
—

 
—

Transfer from amortization method to fair value
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
5,070

 
—

Additions
—

 
—

 
1,092

 
2,108

 
—

 
—

 
—

 
1,221

 
1,813

 
—

Sales and settlements
(1,029
)
 
(1,347
)
 
(407
)
 
(206
)
 
—

 
(1,086
)
 
(1,514
)
 
(299
)
 
(114
)
 
—

Other comprehensive income
—

 
—

 
—

 
—

 
90

 
—

 
—

 
—

 
—

 
135

Amounts included in earnings - fair value adjustments
3,332

 
2,969

 
(562
)
 
637

 
—

 
1,165

 
1,258

 
(34
)
 
(270
)
 
—

Balance at end of period
$
14,510

 
$
18,366

 
$
7,509

 
$
10,801

 
$
990

 
$
11,856

 
$
16,091

 
$
6,640

 
$
6,499

 
$
810


The following table presents quantitative information about Level 3 fair value measurements for fair value on a recurring basis as of the dates indicated (in thousands) . 
 
 
Fair Value
 
 
 
 
 
Weighted Average
Level 3 Assets and Liabilities
 
June 30, 2018
 
December 31, 2017
 
Valuation Technique
 
 
 
June 30, 2018
 
December 31, 2017
 
 
 
 
Unobservable Inputs
 
 
Servicing rights for SBA/USDA loans
 
$
7,509

 
$
7,740

 
Discounted cash flow
 
Discount rate
 
12.7
%
 
12.5
%

 
 
 
 
 

 
Prepayment rate
 
10.1

 
8.3

Residential mortgage servicing rights
 
10,801

 
8,262

 
Discounted cash flow
 
Discount rate
 
10.0

 
10.0

 
 
 
 
 
 
 
 
Prepayment rate
 
8.6

 
9.5

Corporate bonds
 
990

 
900

 
Indicative bid provided by a broker
 
Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the company
 
N/A

 
N/A

 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets - mortgage
 
1,764

 
1,150

 
Internal model
 
Pull through rate
 
81.1

 
80.0

Derivative assets - other
 
12,746

 
11,057

 
Dealer priced
 
Dealer priced
 
N/A

 
N/A

Derivative liabilities - risk participations
 
8

 
20

 
Internal model
 
Probable exposure rate
 
0.5

 
0.4


 
 
 
 
 
 
 
Probability of default rate
 
1.8

 
1.8

Derivative liabilities - other
 
18,358

 
16,724

 
Dealer priced
 
Dealer priced
 
N/A

 
N/A

 

42
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Fair Value Option
 
At June 30, 2018 , mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $34.8 million and $33.7 million , respectively. At December 31, 2017 , mortgage loans held for sale for which the fair value option was elected had an aggregate fair value and outstanding principal balance of $26.3 million and $25.4 million , respectively. Interest income on these loans is calculated based on the note rate of the loan and is recorded in interest revenue. During the three and six months ended June 30, 2018 , changes in fair value of these loans resulted in net gains of $326,000 and $254,000 , respectively. During the three and six months ended June 30, 2017 , changes in fair value of these loans resulted in net gains of $192,000 and $444,000 , respectively, which were recorded in mortgage loan and other related fees. These changes in fair value were mostly offset by hedging activities. An immaterial portion of these amounts was attributable to changes in instrument-specific credit risk.
 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
 
United may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of the lower of the amortized cost or fair value accounting or write-downs of individual assets due to impairment. The following table presents the fair value hierarchy and carrying value of all assets that were still held as of June 30, 2018 and December 31, 2017 , for which a nonrecurring fair value adjustment was recorded during the year-to-date periods presented (in thousands) .
 
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2018
 
 

 
 

 
 

 
 

Loans
 
$
—

 
$
—

 
$
6,570

 
$
6,570

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
Loans
 
$
—

 
$
—

 
$
6,905

 
$
6,905

 
Loans that are reported above as being measured at fair value on a nonrecurring basis are generally impaired loans that have either been partially charged off or have specific reserves assigned to them. Nonaccrual impaired loans that are collateral dependent are generally written down to 80% of appraised value which considers the estimated costs to sell. Specific reserves are established for impaired loans based on appraised value of collateral or discounted cash flows, although only those specific reserves based on the fair value of collateral are considered nonrecurring fair value adjustments.
 
Assets and Liabilities Not Measured at Fair Value
 
For financial instruments that have quoted market prices, those quotes are used to determine fair value. Financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that approximates reported book value, after taking into consideration any applicable credit risk. If no market quotes are available, financial instruments are valued by discounting the expected cash flows using an estimated current market interest rate for the financial instrument. For off-balance sheet derivative instruments, fair value is estimated as the amount that United would receive or pay to terminate the contracts at the reporting date, taking into account the current unrealized gains or losses on open contracts.
 
Cash and cash equivalents and repurchase agreements have short maturities and therefore the carrying value approximates fair value. Due to the short-term settlement of accrued interest receivable and payable, the carrying amount closely approximates fair value.
 
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect the premium or discount on any particular financial instrument that could result from the sale of United’s entire holdings. All estimates are inherently subjective in nature. Changes in assumptions could significantly affect the estimates.
 
Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include the mortgage banking operation, brokerage network, deferred income taxes, premises and equipment and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
 

43
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Off-balance sheet instruments (commitments to extend credit and standby letters of credit) for which draws can be reasonably predicted are generally short-term in maturity and are priced at variable rates. Therefore, the estimated fair value associated with these instruments is immaterial.

The carrying amount and fair values as of the dates indicated for other financial instruments that are not measured at fair value on a recurring basis are as follows (in thousands) .
 
 
Carrying
 
Fair Value Level
 
 
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2018
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Securities held to maturity
 
$
297,569

 
$
—

 
$
291,463

 
$
—

 
$
291,463

Loans and leases, net
 
8,159,200

 
—

 
—

 
8,132,734

 
8,132,734

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
9,966,088

 
—

 
9,958,439

 
—

 
9,958,439

Federal Home Loan Bank advances
 
560,000

 
—

 
559,979

 
—

 
559,979

Long-term debt
 
308,434

 
—

 
—

 
321,424

 
321,424

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
Securities held to maturity
 
$
321,094

 
$
—

 
$
321,276

 
$
—

 
$
321,276

Loans, net
 
7,676,658

 
—

 
—

 
7,674,460

 
7,674,460

Loans held for sale
 
6,482

 
—

 
6,514

 
—

 
6,514

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Deposits
 
9,807,697

 
—

 
9,809,264

 
—

 
9,809,264

Federal Home Loan Bank advances
 
504,651

 
—

 
504,460

 
—

 
504,460

Long-term debt
 
120,545

 
—

 
—

 
123,844

 
123,844

 
Note 14 – Commitments and Contingencies
 
United is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The contract amounts of these instruments reflect the extent of involvement United has in particular classes of financial instruments.  The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. United uses the same credit policies in making commitments and conditional obligations as it uses for underwriting on-balance sheet instruments. In most cases, collateral or other security is required to support financial instruments with credit risk.
 
The following table summarizes the contractual amount of off-balance sheet instruments as of the dates indicated (in thousands) .
 
June 30, 2018
 
December 31, 2017
Financial instruments whose contract amounts represent credit risk:
 

 
 

Commitments to extend credit
$
2,047,081

 
$
1,910,777

Letters of credit
26,396

 
28,075

 
United’s wholly-owned bank subsidiary, United Community Bank (the “Bank”), holds minor investments in certain limited partnerships for Community Reinvestment Act purposes. As of June 30, 2018 , the Bank had committed to fund an additional $9.16 million related to future capital calls that has not been reflected in the consolidated balance sheet.
 

44
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


United, in the normal course of business, is subject to various pending and threatened lawsuits in which claims for monetary damages are asserted.  Although it is not possible to predict the outcome of these lawsuits, or the range of any possible loss, management, after consultation with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising from these lawsuits will have a material adverse effect on United’s financial position or results of operations.
 
Note 15 – Goodwill and Other Intangible Assets
 
The carrying amount of goodwill and other intangible assets as of the dates indicated is summarized below (in thousands) : 
 
 
June 30, 2018
 
December 31, 2017
 
 
Core deposit intangible
$
62,652

 
$
62,652

 
 
Less: accumulated amortization
(43,786
)
 
(41,229
)
 
 
Net core deposit intangible
18,866

 
21,423

 
 
Noncompete agreements
3,144

 
3,144

 
 
Less: accumulated amortization
(1,948
)
 
(761
)
 
 
Net noncompete agreements
1,196

 
2,383

 
 
Total intangibles subject to amortization, net
20,062

 
23,806

 
 
Goodwill
307,112

 
220,591

 
 
Total goodwill and other intangible assets, net
$
327,174

 
$
244,397

 
 
The following is a summary of changes in the carrying amounts of goodwill (in thousands) : 
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
2018
 
Goodwill
 
Accumulated Impairment Losses
 
Goodwill, net of Accumulated Impairment Losses
 
Goodwill
 
Accumulated Impairment Losses
 
Goodwill, net of Accumulated Impairment Losses
Balance, beginning of period
 
$
612,009

 
$
(305,590
)
 
$
306,419

 
$
526,181

 
$
(305,590
)
 
$
220,591

Acquisition of NLFC
 
390

 
—

 
390

 
87,379

 
—

 
87,379

Measurement period adjustments- FOFN and HCSB
 
303

 
—

 
303

 
(858
)
 
—

 
(858
)
Balance, end of period
 
$
612,702

 
$
(305,590
)
 
$
307,112

 
$
612,702

 
$
(305,590
)
 
$
307,112

 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
$
447,615

 
$
(305,590
)
 
$
142,025

 
$
447,615

 
$
(305,590
)
 
$
142,025

Balance, end of period
 
$
447,615

 
$
(305,590
)
 
$
142,025

 
$
447,615

 
$
(305,590
)
 
$
142,025

 
The estimated aggregate amortization expense for future periods for core deposit intangibles and noncompete agreements is as follows (in thousands) : 
 
Year
 
 
 
Remainder of 2018
$
3,102

 
 
2019
4,551

 
 
2020
3,315

 
 
2021
2,557

 
 
2022
1,982

 
 
Thereafter
4,555

 
 
Total
$
20,062

 


45
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


Note 16 - Long-term Debt
 
Long-term debt consisted of the following (in thousands) :
 
June 30, 2018
 
December 31, 2017
 
Issue
Date
 
Stated
Maturity
Date
 
Earliest
Call
Date
 
Interest Rate
Obligations of the Bank and its Subsidiaries:
 

 
 

 
 
 
 
 
 
 
 
NER 15-1 Class C notes
$
7,025

 
$
—

 
2015
 
2019
 
n/a
 
4.500%
NER 15-1 Class D notes
3,421

 
—

 
2015
 
2021
 
n/a
 
5.750%
NER 16-1 Class A-2 notes
43,912

 
—

 
2016
 
2021
 
n/a
 
2.200%
NER 16-1 Class B notes
25,489

 
—

 
2016
 
2021
 
n/a
 
3.220%
NER 16-1 Class C notes
6,319

 
—

 
2016
 
2021
 
n/a
 
5.050%
NER 16-1 Class D notes
3,213

 
—

 
2016
 
2023
 
n/a
 
7.870%
Total securitized notes payable
89,379

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Obligations of the Holding Company:
 
 
 
 
 
 
 
 
 
 
 
2022 senior debentures
50,000

 
50,000

 
2015
 
2022
 
2020
 
5.000% through August 13, 2020, 3-month LIBOR plus 3.814% thereafter
2027 senior debentures
35,000

 
35,000

 
2015
 
2027
 
2025
 
5.500% through August 13, 2025 3-month LIBOR plus 3.71% thereafter
Total senior debentures
85,000

 
85,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2028 subordinated debentures
100,000

 
—

 
2018
 
2028
 
2023
 
4.500% through January 30, 2023, 3-month LIBOR plus 2.12% thereafter
2025 subordinated debentures
11,500

 
11,500

 
2015
 
2025
 
2020
 
6.250%
Total subordinated debentures
111,500

 
11,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Southern Bancorp Capital Trust I
4,382

 
4,382

 
2004
 
2034
 
2009
 
Prime + 1.00%
United Community Statutory Trust III
1,238

 
1,238

 
2008
 
2038
 
2013
 
Prime + 3.00%
Tidelands Statutory Trust I
8,248

 
8,248

 
2006
 
2036
 
2011
 
3-month LIBOR plus 1.38%
Tidelands Statutory Trust II
6,186

 
6,186

 
2008
 
2038
 
2013
 
3-month LIBOR plus 5.075%
Four Oaks Statutory Trust I
12,372

 
12,372

 
2006
 
2036
 
2011
 
3-month LIBOR plus 1.35%
Total trust preferred securities
32,426

 
32,426

 
 
 
 
 
 
 
 
Less discount
(9,871
)
 
(8,381
)
 
 
 
 
 
 
 
 
Total long-term debt
$
308,434

 
$
120,545

 
 
 
 
 
 
 
 
 
Interest is currently paid semiannually or quarterly for all senior and subordinated debentures and trust preferred securities.
 
Senior Debentures
The 2022 senior debentures are redeemable, in whole or in part, on or after August 14, 2020 at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest, and will mature on February 14, 2022 if not redeemed prior to that date. The 2027 senior debentures are redeemable, in whole or in part, on or after August 14, 2025 at a redemption price equal to 100% of the principal amount to be redeemed plus any accrued and unpaid interest, and will mature on February 14, 2027 if not redeemed prior to that date.
 
Subordinated Debentures
United acquired, as part of the FOFN acquisition, $11.5 million aggregate principal amount of subordinated debentures. The notes are due on November 30, 2025 . United may prepay the notes at any time after November 30, 2020, subject to compliance with applicable laws. In January 2018, United issued $100 million fixed to floating rate subordinated notes due January 30, 2028 . The subordinated debentures qualify as Tier 2 regulatory capital.
 
Securitized Notes Payable
United acquired, as part of the NLFC acquisition, Navitas Equipment Receivables LLC 2015-1 (“NER 15-1”) and Navitas Equipment Receivables LLC 2016-1 (“NER 16-1”), which are bankruptcy-remote special purpose entities (“SPEs”) whose sole purpose is to receive loans to secure financings. Each of these SPEs provided financing by issuing notes to investors through a private offering of Receivable-Backed Notes under Rule 144A of the Securities and Exchange Act of 1934. These notes are collateralized by specific qualifying loans

46
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements


and by cash placed in restricted cash accounts. These notes will continue amortizing sequentially based on collections on the underlying loans available to pay the note holders at each monthly payment date after payment of certain amounts as specified in the securitization documents including fees to various parties to the securitizations, interest due to the note holders and certain other payments. Sequentially, each subsequent class of note holders receive principal payments until paid down in full prior to the remaining subsequent class of note holders receiving principal payments. In addition to the pay-downs on these notes, they also have legal final maturity dates as reflected in the table above.
 
Trust Preferred Securities
Trust preferred securities qualify as Tier 1 capital under risk based capital guidelines subject to certain limitations. The trust preferred securities are mandatorily redeemable upon maturity, or upon earlier redemption as provided in the indentures.

Note 17 - Subsequent Events
On August 1, 2018 , United’s Board of Directors approved a regular quarterly cash dividend of $0.15 per common share. The dividend is payable October 5, 2018, to shareholders of record on September 15, 2018 .


47


Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-looking Statements
 
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), about United and its subsidiaries. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “projects”, “plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”, “seeks”, “intends”, or “anticipates”, the negative thereof or comparable terminology. Forward-looking statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences of various transactions or events, and statements about the future performance, operations, products and services of United and its subsidiaries. We caution our shareholders and other readers not to place undue reliance on such statements.
 
Our businesses and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experiences may differ materially from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experiences to differ from those projected include, but are not limited to, the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2017 as well as the following factors:
 
•
the condition of the general business and economic environment, banking system and financial markets;
•
deteriorating conditions in the stock market, the public debt market, and other capital markets, which could affect our ability to raise capital;
•
our ability to maintain profitability;
•
changes in prevailing interest rates may negatively affect our net income and the value of our assets and other interest rate risks;
•
our ability to maintain liquidity or access other sources of funding, as well as changes in the cost and availability of funding;
•
the results of our internal credit stress tests may not accurately predict the impact on our financial condition if the economy were to deteriorate;
•
our lack of geographic diversification and the success of the local economies in which we operate;
•
our concentrations of commercial construction and development loans and commercial real estate loans are subject to unique risks that could adversely affect our earnings;
•
risks with respect to our ability to successfully expand and complete acquisitions and integrate businesses and operations that are acquired;
•
competition from financial institutions and other financial service providers including financial technology providers;
•
losses due to fraudulent and negligent conduct of our customers, third party service providers or employees;
•
risks related to our communications and information systems, including risks with respect to cybersecurity breaches;
•
our reliance on third parties to provide key components of our business infrastructure and services required to operate our business;
•
changes in laws and regulations or failures to comply with such laws and regulations, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related regulations (the “Dodd-Frank Act”) and the Tax Cuts and Jobs Act of 2017 and related regulations (the “Tax Act”);
•
changes in tax laws, regulations and interpretations or challenges to our income tax provision;
•
changes in regulatory capital and other requirements as well as the impact on regulatory capital of changing accounting standards related to the allowance for loan and lease losses and lease accounting;
•
the costs and effects of litigation, examinations, investigations, or similar matters, or adverse facts and developments related thereto;
•
possible regulatory or judicial proceedings, board resolutions, informal memorandums of understanding or formal enforcement actions imposed by regulators;
•
if our allowance for loan losses is not sufficient to cover actual loan losses;
•
our ability to fully realize the balance of our net deferred tax asset, including net operating loss carryforwards;
•
our accounting and reporting policies; and
•
our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures.

Additional information with respect to factors that may cause actual results to differ materially from those contemplated by such forward-looking statements may also be included in other reports that United files with the Securities and Exchange Commission (the “SEC”). United cautions that the foregoing list of factors is not exclusive and not to place undue reliance on forward-looking statements. United does not intend to update any forward-looking statement, whether written or oral, relating to the matters discussed in this Form 10-Q. The financial statements and information contained herein have not been reviewed, or confirmed for accuracy or relevance, by the Federal Deposit Insurance Corporation.


48


Overview
 
The following discussion is intended to provide insight into the results of operations and financial condition of United Community Banks, Inc. (“United”) and its subsidiaries and should be read in conjunction with United’s consolidated financial statements and accompanying notes.
 
United is a bank holding company registered with the Board of Governors of the Federal Reserve under the Bank Holding Company Act of 1956 that was incorporated under the laws of the State of Georgia in 1987 and commenced operations in 1988. At June 30, 2018 , United had total consolidated assets of $12.4 billion , total loans of $8.22 billion , total deposits of $9.97 billion , and shareholders’ equity of $1.38 billion .
 
United conducts substantially all of its operations through its wholly-owned bank subsidiary, United Community Bank (the “Bank”), which as of June 30, 2018 , operated at 150 locations throughout markets in Georgia, South Carolina, North Carolina, and Tennessee.
 
Since June 30, 2017 United has completed the following acquisitions (the “Acquisitions”):
 
 
Entity
 
Date Acquired
 
 
NLFC Holdings Corp. (“NLFC”)
 
February 1, 2018
 
 
Four Oaks Fincorp, Inc. (“FOFN”)
 
November 1, 2017
 
 
HCSB Financial Corporation (“HCSB”)
 
July 31, 2017
 
 
The acquired entities’ results are included in United’s consolidated results beginning on the respective acquisition dates.
 
United reported net income of $39.6 million , or $0.49 per diluted share, for the second quarter of 2018 , compared to net income of $28.3 million , or $0.39 per diluted share, for the second quarter of 2017 . For the six months ended June 30, 2018 , United reported net income of $77.3 million , or $0.97 per diluted share, compared to $51.8 million , or $0.72 per diluted share for the first six months of 2017 .
 
Net interest revenue increase d to $108 million for the second quarter of 2018 , compared to $85.1 million for the second quarter of 2017 , primarily due to higher loan volume, much of which resulted from the Acquisitions. Net interest margin increased to 3.90% for the three months ended June 30, 2018 from 3.47% for the same period in 2017 due to the effect of rising interest rates on floating rate loans and investment securities and a more favorable earning asset mix due to the Acquisitions. For the six months ended June 30, 2018 , net interest revenue was $212 million and the net interest margin was 3.85% compared to net interest revenue of $169 million and net interest margin of 3.46% for the same period in 2017 .
 
The provision for credit losses was $1.80 million for the second quarter of 2018 , compared to $800,000 for the second quarter of 2017 . For the six months ended June 30, 2018 , the provision for credit losses was $5.60 million , compared to $1.60 million for the same period in 2017 . Net charge-offs for the second quarter of 2018 were $1.36 million , compared to $1.62 million for the second quarter of 2017 . Since credit quality remained stable, the increase in the provision reflects growth in the loan and lease portfolio (collectively referred to as the “loan portfolio” or “loans”), including a $2.29 million increase resulting from including NLFC’s loans in the allowance for loan losses model in the first quarter of 2018. Because NLFC’s loans were recorded at a premium, the allowance for loan losses model required us to establish an allowance for loan losses sufficient to cover estimated credit losses inherent in the NLFC loan portfolio.
 
As of June 30, 2018 , United’s allowance for loan losses was $61.1 million , or 0.74% of loans, compared to $58.9 million , or 0.76% of loans, at December 31, 2017 reflecting stable asset quality. Nonperforming assets of $24.4 million were 0.20% of total assets at June 30, 2018 , down from 0.23% at December 31, 2017 . During the second quarter of 2018 , $3.61 million in loans were placed on nonaccrual compared with $8.11 million in the second quarter of 2017 .
 
Noninterest income of $23.3 million for the second quarter of 2018 was down $345,000 , or 1% , from the second quarter of 2017 . Service charges and fees decreased 18% compared to the second quarter of 2017 due mainly to the effect of the Durbin Amendment of the Dodd-Frank Act (the “Durbin Amendment”), which took effect for United in the third quarter of 2017 and limited the amount of interchange fees charged on debit card transactions. Decreases in service charges and fees were offset by increases in other noninterest income comprising of volume driven increases in miscellaneous banking fees, fee revenues from the equipment finance business, which came through acquisition of NLFC, and gains on extinguishment of debt. Mortgage fees of $5.31 million for the second quarter of 2018 increased from $4.81 million in the second quarter of 2017 . The increase was due to United’s emphasis on growing its mortgage business by recruiting lenders in metropolitan markets. For the first six months of 2018 , total noninterest income remained relatively consistent compared to the same period of 2017 due to the decrease in service charges and fees and increase in securities losses being offset by increases in mortgage fees and other noninterest income, including gains on derivative cancellations recognized in the first quarter.

49


 
For the second quarter of 2018 , noninterest expenses of $76.9 million increased $13.6 million from the second quarter of 2017 , primarily due to the addition of noninterest expenses related to the Acquisitions. Salaries and benefits expense increased $8.03 million from second quarter and $14.2 million from the first half of 2017 , mostly due to the Acquisitions and investment in additional staff and new teams to expand the Commercial Banking Solutions area as well as higher incentive compensation in connection with increased lending activities and improvement in earnings performance.
 
Critical Accounting Policies
 
The accounting and reporting policies of United are in accordance with accounting principles generally accepted in the United States (“GAAP”) and conform to general practices within the banking industry. The more critical accounting and reporting policies include United’s accounting for the allowance for loan losses, fair value measurements, and income taxes which involve the use of estimates and require significant judgments to be made by management. Different assumptions in the application of these policies could result in material changes in United’s consolidated financial position or consolidated results of operations. See “Asset Quality and Risk Elements” herein for additional discussion of United’s accounting methodologies related to the allowance for loan losses.
 
GAAP Reconciliation and Explanation
 
This Form 10-Q contains financial information determined by methods other than in accordance with GAAP. Such non-GAAP financial information includes the following measures: “tangible book value per common share,” “average tangible equity to average assets,” “average tangible common equity to average assets,” “tangible common equity to assets” and “tangible common equity to risk-weighted assets.” In addition, management presents non-GAAP operating performance measures, which exclude merger-related and other items that are not part of United’s ongoing business operations. Operating performance measures include “expenses – operating,” “net income – operating,” “net income available to common shareholders – operating,” “diluted net income per common share – operating,” “return on common equity – operating,” “return on tangible common equity – operating,” “return on assets – operating,” “dividend payout ratio – operating” and “efficiency ratio – operating.” Management has developed internal policies and procedures to accurately capture and account for merger-related and other charges and those charges are reviewed with the audit committee of United’s Board of Directors each quarter. Management uses these non-GAAP measures because it believes they may provide useful supplemental information for evaluating United’s operations and performance over periods of time, as well as in managing and evaluating United’s business and in discussions about United’s operations and performance. Management believes these non-GAAP measures may also provide users of United’s financial information with a meaningful measure for assessing United’s financial results and credit trends, as well as a comparison to financial results for prior periods. These non-GAAP measures should be viewed in addition to, and not as an alternative to or substitute for, measures determined in accordance with GAAP and are not necessarily comparable to other similarly titled measures used by other companies. To the extent applicable, reconciliations of these non-GAAP measures to the most directly comparable measures as reported in accordance with GAAP are included in the table on page 52.

Results of Operations
 
United reported net income and diluted earnings per common share of $39.6 million and $0.49 , respectively, for the second quarter of 2018 . This compared to net income and diluted earnings per common share of $28.3 million and $0.39 , respectively, for the same period in 2017 . For the six months ended June 30, 2018 , United reported net income of $77.3 million compared to net income of $51.8 million for the same period in 2017 .
 
United reported operating net income of $42.4 million and $82.1 million , respectively, for the second quarter and first half of 2018 , compared to $29.4 million and $57.6 million , respectively, for the same periods in 2017 . For the second quarter and first half of 2018 , operating net income excludes merger-related and branch closure charges and a deferred tax asset impairment charge resulting from Georgia lowering its corporate income tax rate, which net of tax, totaled $2.75 million and $4.77 million, respectively. For the second quarter of 2017 , operating net income excludes merger-related and executive retirement charges, net of the associated income tax benefit, of $1.16 million. For the first half of 2017 , operating net income excludes merger-related and executive retirement charges and the release from accumulated other comprehensive income of the disproportionate tax effect related to cash flow hedges, which, net of tax, totaled $2.45 million and $3.40 million, respectively.


50


UNITED COMMUNITY BANKS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 1 - Financial Highlights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2018
 
2017
 
Second Quarter 2018 - 2017 Change
 
For the Six Months Ended June 30,
 
YTD 2018 - 2017 Change
(in thousands, except per share data)
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
 
2018
 
2017
 
INCOME SUMMARY
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
Interest revenue
 
$
122,215

 
$
115,290

 
$
106,757

 
$
98,839

 
$
93,166

 
 
 
$
237,505

 
$
184,124

 
 
Interest expense
 
13,739

 
12,005

 
9,249

 
9,064

 
8,018

 
 
 
25,744

 
15,422

 
 
Net interest revenue
 
108,476

 
103,285

 
97,508

 
89,775

 
85,148

 
27
 %
 
211,761

 
168,702

 
26
 %
Provision for credit losses
 
1,800

 
3,800

 
1,200

 
1,000

 
800

 
 
 
5,600

 
1,600

 
 
Noninterest income
 
23,340

 
22,396

 
21,928

 
20,573

 
23,685

 
(1
)
 
45,736

 
45,759

 
—

Total revenue
 
130,016

 
121,881

 
118,236

 
109,348

 
108,033

 
20

 
251,897

 
212,861

 
18

Expenses
 
76,850

 
73,475

 
75,882

 
65,674

 
63,229

 
22

 
150,325

 
126,055

 
19

Income before income tax expense
 
53,166

 
48,406

 
42,354

 
43,674

 
44,804

 
19

 
101,572

 
86,806

 
17

Income tax expense
 
13,532

 
10,748

 
54,270

 
15,728

 
16,537

 
(18
)
 
24,280

 
35,015

 
(31
)
Net income (loss)
 
39,634

 
37,658

 
(11,916
)
 
27,946

 
28,267

 
40

 
77,292

 
51,791

 
49

Merger-related and other charges
 
2,873

 
2,646

 
7,358

 
3,420

 
1,830

 
 
 
5,519

 
3,884

 
 
Income tax benefit of merger-related and other charges
 
(121
)
 
(628
)
 
(1,165
)
 
(1,147
)
 
(675
)
 
 
 
(749
)
 
(1,433
)
 
 
Impact of remeasurement of deferred tax asset resulting  from 2017 Tax Cuts and Jobs Act
 
—

 
—

 
38,199

 
—

 
—

 
 
 
—

 
—

 
 
Release of disproportionate tax effects lodged in OCI
 
—

 
—

 
—

 
—

 
—

 
 
 
—

 
3,400

 
 
Net income - operating (1)
 
$
42,386

 
$
39,676

 
$
32,476

 
$
30,219

 
$
29,422

 
44

 
$
82,062

 
$
57,642

 
42

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE MEASURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted net income (loss) - GAAP
 
$
0.49

 
$
0.47

 
$
(0.16
)
 
$
0.38

 
$
0.39

 
26

 
$
0.97

 
$
0.72

 
35

Diluted net income - operating (1)
 
0.53

 
0.50

 
0.42

 
0.41

 
0.41

 
29

 
1.03

 
0.80

 
29

Cash dividends declared
 
0.15

 
0.12

 
0.10

 
0.10

 
0.09

 
67

 
0.27

 
0.18

 
50

Book value
 
17.29

 
17.02

 
16.67

 
16.50

 
15.83

 
9

 
17.29

 
15.83

 
9

Tangible book value (3)
 
13.25

 
12.96

 
13.65

 
14.11

 
13.74

 
(4
)
 
13.25

 
13.74

 
(4
)
Key performance ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on common equity - GAAP (2)(4)
 
11.20
%
 
11.11
%
 
(3.57
)%
 
9.22
%
 
9.98
%
 
 
 
11.15
%
 
9.27
%
 
 
Return on common equity - operating (1)(2)(4)
 
11.97

 
11.71

 
9.73

 
9.97

 
10.39

 
 
 
11.84

 
10.32

 
 
Return on tangible common equity - operating (1)(2)(3)(4)
 
15.79

 
15.26

 
11.93

 
11.93

 
12.19

 
 
 
15.53

 
12.15

 
 
Return on assets - GAAP (4)
 
1.30

 
1.26

 
(0.40
)
 
1.01

 
1.06

 
 
 
1.28

 
0.98

 
 
Return on assets - operating (1)(4)
 
1.39

 
1.33

 
1.10

 
1.09

 
1.10

 
 
 
1.36

 
1.09

 
 
Dividend payout ratio - GAAP
 
30.61

 
25.53

 
(62.50
)
 
26.32

 
23.08

 
 
 
27.84

 
25.00

 
 
Dividend payout ratio - operating (1)
 
28.30

 
24.00

 
23.81

 
24.39

 
21.95

 
 
 
26.21

 
22.50

 
 
Net interest margin (fully taxable equivalent) (4)
 
3.90

 
3.80

 
3.63

 
3.54

 
3.47

 
 
 
3.85

 
3.46

 
 
Efficiency ratio - GAAP
 
57.94

 
57.83

 
63.03

 
59.27

 
57.89

 
 
 
57.89

 
58.58

 
 
Efficiency ratio - operating (1)
 
55.77

 
55.75

 
56.92

 
56.18

 
56.21

 
 
 
55.76

 
56.77

 
 
Average equity to average assets
 
11.21

 
11.03

 
11.21

 
10.86

 
10.49

 
 
 
11.13

 
10.36

 
 
Average tangible equity to average assets (3)
 
8.83

 
8.82

 
9.52

 
9.45

 
9.23

 
 
 
8.82

 
9.09

 
 
Average tangible common equity to average assets (3)
 
8.83

 
8.82

 
9.52

 
9.45

 
9.23

 
 
 
8.82

 
9.09

 
 
Tangible common equity to risk-weighted assets (3)
 
11.36

 
11.19

 
12.05

 
12.80

 
12.44

 
 
 
11.36

 
12.44

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming loans
 
$
21,817

 
$
26,240

 
$
23,658

 
$
22,921

 
$
23,095

 
(6
)
 
$
21,817

 
$
23,095

 
(6
)
Foreclosed properties
 
2,597

 
2,714

 
3,234

 
2,736

 
2,739

 
(5
)
 
2,597

 
2,739

 
(5
)
Total nonperforming assets (NPAs)
 
24,414

 
28,954

 
26,892

 
25,657

 
25,834

 
(5
)
 
24,414

 
25,834

 
(5
)
Allowance for loan losses
 
61,071

 
61,085

 
58,914

 
58,605

 
59,500

 
3

 
61,071

 
59,500

 
3

Net charge-offs
 
1,359

 
1,501

 
1,061

 
1,635

 
1,623

 
(16
)
 
2,860

 
3,302

 
(13
)
Allowance for loan losses to loans
 
0.74
%
 
0.75
%
 
0.76
 %
 
0.81
%
 
0.85
%
 
 
 
0.74
%
 
0.85
%
 
 
Net charge-offs to average loans (4)
 
0.07

 
0.08

 
0.06

 
0.09

 
0.09

 
 
 
0.07

 
0.10

 
 
NPAs to loans and foreclosed properties
 
0.30

 
0.35

 
0.35

 
0.36

 
0.37

 
 
 
0.30

 
0.37

 
 
NPAs to total assets
 
0.20

 
0.24

 
0.23

 
0.23

 
0.24

 
 
 
0.20

 
0.24

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVERAGE BALANCES ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
8,177

 
$
7,993

 
$
7,560

 
$
7,149

 
$
6,980

 
17

 
$
8,086

 
$
6,942

 
16

Investment securities
 
2,802

 
2,870

 
2,991

 
2,800

 
2,775

 
1

 
2,836

 
2,798

 
1

Earning assets
 
11,193

 
11,076

 
10,735

 
10,133

 
9,899

 
13

 
11,135

 
9,885

 
13

Total assets
 
12,213

 
12,111

 
11,687

 
10,980

 
10,704

 
14

 
12,163

 
10,691

 
14

Deposits
 
9,978

 
9,759

 
9,624

 
8,913

 
8,659

 
15

 
9,869

 
8,626

 
14

Shareholders’ equity
 
1,370

 
1,336

 
1,310

 
1,193

 
1,123

 
22

 
1,353

 
1,108

 
22

Common shares - basic (thousands)
 
79,753

 
79,205

 
76,768

 
73,151

 
71,810

 
11

 
79,477

 
71,798

 
11

Common shares - diluted (thousands)
 
79,755

 
79,215

 
76,768

 
73,162

 
71,820

 
11

 
79,487

 
71,809

 
11

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AT PERIOD END   ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
8,220

 
$
8,184

 
$
7,736

 
$
7,203

 
$
7,041

 
17

 
$
8,220

 
$
7,041

 
17

Investment securities
 
2,834

 
2,731

 
2,937

 
2,847

 
2,787

 
2

 
2,834

 
2,787

 
2

Total assets
 
12,386

 
12,264

 
11,915

 
11,129

 
10,837

 
14

 
12,386

 
10,837

 
14

Deposits
 
9,966

 
9,993

 
9,808

 
9,127

 
8,736

 
14

 
9,966

 
8,736

 
14

Shareholders’ equity
 
1,379

 
1,357

 
1,303

 
1,221

 
1,133

 
22

 
1,379

 
1,133

 
22

Common shares outstanding (thousands)
 
79,138

 
79,123

 
77,580

 
73,403

 
70,981

 
11

 
79,138

 
70,981

 
11


(1) Excludes merger-related and other charges which includes amortization of certain executive change of control benefits, the fourth quarter 2017 impact of remeasurement of United’s deferred tax assets following the passage of tax reform legislation and a first quarter 2017 release of disproportionate tax effects lodged in OCI. (2) Net income less preferred stock dividends, divided by average realized common equity, which excludes accumulated other comprehensive income (loss). (3) Excludes effect of acquisition related intangibles and associated amortization. (4) Annualized.

51



UNITED COMMUNITY BANKS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Table 1 (Continued) - Non-GAAP Performance Measures Reconciliation
Selected Financial Information
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2018
 
2017
 
For the Six Months Ended June 30,
 
 
Second Quarter
 
First Quarter
 
Fourth Quarter
 
Third Quarter
 
Second Quarter
 
2018
 
2017
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expense reconciliation
 
 

 
 

 
 

 
 

 
 

 
 
 
 
Expenses (GAAP)
 
$
76,850

 
$
73,475

 
$
75,882

 
$
65,674

 
$
63,229

 
$
150,325

 
$
126,055

Merger-related and other charges
 
(2,873
)
 
(2,646
)
 
(7,358
)
 
(3,420
)
 
(1,830
)
 
(5,519
)
 
(3,884
)
Expenses - operating
 
$
73,977

 
$
70,829

 
$
68,524

 
$
62,254

 
$
61,399

 
$
144,806

 
$
122,171

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) (GAAP)
 
$
39,634

 
$
37,658

 
$
(11,916
)
 
$
27,946

 
$
28,267

 
$
77,292

 
$
51,791

Merger-related and other charges
 
2,873

 
2,646

 
7,358

 
3,420

 
1,830

 
5,519

 
3,884

Income tax benefit of merger-related and other charges
 
(121
)
 
(628
)
 
(1,165
)
 
(1,147
)
 
(675
)
 
(749
)
 
(1,433
)
Impact of tax reform on remeasurement of deferred tax asset
 
—

 
—

 
38,199

 
—

 
—

 
—

 
—

Release of disproportionate tax effects lodged in OCI
 
—

 
—

 
—

 
—

 
—

 
—

 
3,400

Net income - operating
 
$
42,386

 
$
39,676

 
$
32,476

 
$
30,219

 
$
29,422

 
$
82,062

 
$
57,642

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income (loss) per common share reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted income (loss) per common share (GAAP)
 
$
0.49

 
$
0.47

 
$
(0.16
)
 
$
0.38

 
$
0.39

 
$
0.97

 
$
0.72

Merger-related and other charges
 
0.04

 
0.03

 
0.08

 
0.03

 
0.02

 
0.06

 
0.03

Impact of tax reform on remeasurement of deferred tax asset
 
—

 
—

 
0.50

 
—

 
—

 
—

 
—

Release of disproportionate tax effects lodged in OCI
 
—

 
—

 
—

 
—

 
—

 
—

 
0.05

Diluted income per common share - operating
 
$
0.53

 
$
0.50

 
$
0.42

 
$
0.41

 
$
0.41

 
$
1.03

 
$
0.80

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share (GAAP)
 
$
17.29

 
$
17.02

 
$
16.67

 
$
16.50

 
$
15.83

 
$
17.29

 
$
15.83

Effect of goodwill and other intangibles
 
(4.04
)
 
(4.06
)
 
(3.02
)
 
(2.39
)
 
(2.09
)
 
(4.04
)
 
(2.09
)
Tangible book value per common share
 
$
13.25

 
$
12.96

 
$
13.65

 
$
14.11

 
$
13.74

 
$
13.25

 
$
13.74

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on tangible common equity reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on common equity (GAAP)
 
11.20
 %
 
11.11
 %
 
(3.57
)%
 
9.22
 %
 
9.98
 %
 
11.15
 %
 
9.27
 %
Merger-related and other charges
 
0.77

 
0.60

 
1.86

 
0.75

 
0.41

 
0.69

 
0.44

Impact of tax reform on remeasurement of deferred tax asset
 
—

 
—

 
11.44

 
—

 
—

 
—

 
—

Release of disproportionate tax effects lodged in OCI
 
—

 
—

 
—

 
—

 
—

 
—

 
0.61

Return on common equity - operating
 
11.97

 
11.71

 
9.73

 
9.97

 
10.39

 
11.84

 
10.32

Effect of goodwill and other intangibles
 
3.82

 
3.55

 
2.20

 
1.96

 
1.80

 
3.69

 
1.83

Return on tangible common equity - operating
 
15.79
 %
 
15.26
 %
 
11.93
 %
 
11.93
 %
 
12.19
 %
 
15.53
 %
 
12.15
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on assets (GAAP)
 
1.30
 %
 
1.26
 %
 
(0.40
)%
 
1.01
 %
 
1.06
 %
 
1.28
 %
 
0.98
 %
Merger-related and other charges
 
0.09

 
0.07

 
0.20

 
0.08

 
0.04

 
0.08

 
0.05

Impact of tax reform on remeasurement of deferred tax asset
 
—

 
—

 
1.30

 
—

 
—

 
—

 
—

Release of disproportionate tax effects lodged in OCI
 
—

 
—

 
—

 
—

 
—

 
—

 
0.06

Return on assets - operating
 
1.39
 %
 
1.33
 %
 
1.10
 %
 
1.09
 %
 
1.10
 %
 
1.36
 %
 
1.09
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payout ratio reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividend payout ratio (GAAP)
 
30.61
 %
 
25.53
 %
 
(62.50
)%
 
26.32
 %
 
23.08
 %
 
27.84
 %
 
25.00
 %
Merger-related and other charges
 
(2.31
)
 
(1.53
)
 
12.04

 
(1.93
)
 
(1.13
)
 
(1.63
)
 
(1.00
)
Impact of tax reform on remeasurement of deferred tax asset
 
—

 
—

 
74.27

 
—

 
—

 
—

 
—

Release of disproportionate tax effects lodged in OCI
 
—

 
—

 
—

 
—

 
—

 
—

 
(1.50
)
Dividend payout ratio - operating
 
28.30
 %
 
24.00
 %
 
23.81
 %
 
24.39
 %
 
21.95
 %
 
26.21
 %
 
22.50
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efficiency ratio (GAAP)
 
57.94
 %
 
57.83
 %
 
63.03
 %
 
59.27
 %
 
57.89
 %
 
57.89
 %
 
58.58
 %
Merger-related and other charges
 
(2.17
)
 
(2.08
)
 
(6.11
)
 
(3.09
)
 
(1.68
)
 
(2.13
)
 
(1.81
)
Efficiency ratio - operating
 
55.77
 %
 
55.75
 %
 
56.92
 %
 
56.18
 %
 
56.21
 %
 
55.76
 %
 
56.77
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average equity to assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity to assets (GAAP)
 
11.21
 %
 
11.03
 %
 
11.21
 %
 
10.86
 %
 
10.49
 %
 
11.13
 %
 
10.36
 %
Effect of goodwill and other intangibles
 
(2.38
)
 
(2.21
)
 
(1.69
)
 
(1.41
)
 
(1.26
)
 
(2.31
)
 
(1.27
)
Tangible common equity to assets
 
8.83
 %
 
8.82
 %
 
9.52
 %
 
9.45
 %
 
9.23
 %
 
8.82
 %
 
9.09
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tangible common equity to risk-weighted assets reconciliation
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital ratio (Regulatory)
 
11.94
 %
 
11.61
 %
 
12.24
 %
 
12.27
 %
 
11.91
 %
 
11.94
 %
 
11.91
 %
Effect of other comprehensive income
 
(0.57
)
 
(0.50
)
 
(0.29
)
 
(0.13
)
 
(0.15
)
 
(0.57
)
 
(0.15
)
Effect of deferred tax limitation
 
0.33

 
0.42

 
0.51

 
0.94

 
0.95

 
0.33

 
0.95

Effect of trust preferred
 
(0.34
)
 
(0.34
)
 
(0.36
)
 
(0.24
)
 
(0.25
)
 
(0.34
)
 
(0.25
)
Basel III intangibles transition adjustment
 
—

 
—

 
(0.05
)
 
(0.04
)
 
(0.02
)
 
—

 
(0.02
)
Tangible common equity to risk-weighted assets
 
11.36
 %
 
11.19
 %
 
12.05
 %
 
12.80
 %
 
12.44
 %
 
11.36
 %
 
12.44
 %

52


Net Interest Revenue
 
Net interest revenue (the difference between the interest earned on assets and the interest paid on deposits and borrowed funds) is the single largest component of total revenue. Management seeks to optimize this revenue while balancing interest rate, credit and liquidity risks. Net interest revenue for the second quarter of 2018 was $108 million , compared to $85.1 million for the second quarter of 2017 . Taxable equivalent net interest revenue for the second quarter of 2018 was $109 million , which represents an increase of $23.4 million from the same period in 2017 . The combination of the larger earning asset base from the Acquisitions, growth in the loan portfolio and a wider net interest margin were responsible for the increase in net interest revenue.
 
Average interest-earning assets for the second quarter of 2018 increased $1.29 billion , or 13% , from the second quarter of 2017 , which was due primarily to the increase in loans. Average loans increased $1.20 billion , or 17% , from the second quarter of last year, which includes the effect of the Acquisitions. The yield on loans increased 77 basis points, reflecting the effect of rising interest rates on the floating rate loans in the portfolio and the acquisition of higher yielding loans from NLFC and FOFN.
 
Average interest-bearing liabilities of $7.49 billion for the second quarter of 2018 increased $751 million from the second quarter of 2017 . Average non-interest-bearing deposits increased $458 million from the second quarter of 2017 to $3.19 billion for the second quarter of 2018 . The average cost of interest-bearing liabilities for the second quarter of 2018 was 0.74% compared to 0.48% for the same period in 2017 , reflecting higher average rates on interest-bearing deposits and short-term borrowings. Although the fed funds rate has increased 75 basis points since June 30, 2017, United’s cost of interest-bearing deposits has increased only 24 basis points over that same time period, which has contributed to margin expansion and an increase in net interest revenue.
 
The banking industry uses two ratios to measure relative profitability of net interest revenue. The net interest spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities. The interest rate spread eliminates the effect of non-interest-bearing deposits and gives a direct perspective on the effect of market interest rate movements. The net interest margin is an indication of the profitability of a company’s balance sheet, and is defined as net interest revenue as a percent of average total interest-earning assets, which includes the positive effect of funding a portion of interest-earning assets with non-interest-bearing deposits and stockholders’ equity.
 
For the second quarters of 2018 and 2017 , the net interest spread was 3.65% and 3.31% , respectively, while the net interest margin was 3.90% and 3.47% , respectively. The increase in the net interest margin reflects the impact of higher short-term interest rates on floating-rate loans and securities while the pricing on interest-bearing liabilities increased slightly from the prior year. Additionally, United was able to improve its overall yield on interest-earning assets through growth in the loan portfolio, which had a positive impact on the composition of interest-earning assets.

For the first six months of 2018 , net interest revenue was $212 million , an increase of $43.1 million , or 26% , from the first six months
of 2017 . Similarly, fully taxable equivalent net interest revenue for the first six months of 2018 was $213 million , an increase of $43.2 million , or 26% , from the first six months of 2017 . Average earning assets increased 13% to $11.1 billion during the first six months of 2018 compared to the same period a year ago, primarily due to the increase in loans, including the Acquisitions. The yield on earning assets increased 55 basis points to 4.31% in the first six months of 2018 primarily due to higher loan and securities yields. The higher loan portfolio yield reflects the effect of rising interest rates and changes in portfolio composition, primarily due to the NLFC acquisition. Taxable investment yield increased 3 basis points for the first six months of 2018 compared to the same period in 2017 , which further improved the net interest margin. The rate on interest-bearing liabilities over the same period increased 23 basis points. The higher yield on interest-earning assets more than offset the higher cost of interest-bearing liabilities and resulted in an 39 basis point increase in the net interest margin from the first half of 2017 to the first half of 2018 .

The following tables show the relationship between interest revenue and expense, and the average amounts of interest-earning assets and interest-bearing liabilities for the periods indicated.
 


53


Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Three Months Ended June 30,
 
 
2018
 
2017
(dollars in thousands, fully taxable equivalent (FTE))
 
Average Balance
 
Interest
 
Average Rate
 
Average Balance
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Interest-earning assets:
 
 

 
 

 
 

 
 

 
 

 
 

Loans, net of unearned income (FTE) (1)(2)
 
$
8,177,343

 
$
103,395

 
5.07
%
 
$
6,979,980

 
$
74,811

 
4.30
%
Taxable securities (3)
 
2,651,816

 
17,229

 
2.60

 
2,719,390

 
17,421

 
2.56

Tax-exempt securities (FTE) (1)(3)
 
150,503

 
1,380

 
3.67

 
55,992

 
584

 
4.17

Federal funds sold and other interest-earning assets
 
212,849

 
674

 
1.27

 
143,143

 
743

 
2.08

Total interest-earning assets (FTE)
 
11,192,511

 
122,678

 
4.39

 
9,898,505

 
93,559

 
3.79

Non-interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(62,275
)
 
 
 
 
 
(61,163
)
 
 
 
 
Cash and due from banks
 
133,060

 
 
 
 
 
104,812

 
 
 
 
Premises and equipment
 
218,517

 
 
 
 
 
192,906

 
 
 
 
Other assets (3)
 
731,514

 
 
 
 
 
569,435

 
 
 
 
Total assets
 
$
12,213,327

 
 
 
 
 
$
10,704,495

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW
 
$
2,071,289

 
1,303

 
0.25

 
$
1,901,890

 
635

 
0.13

Money market
 
2,214,077

 
2,583

 
0.47

 
2,064,143

 
1,559

 
0.30

Savings
 
678,988

 
35

 
0.02

 
575,960

 
28

 
0.02

Time
 
1,524,124

 
2,696

 
0.71

 
1,274,009

 
1,136

 
0.36

Brokered time deposits
 
300,389

 
1,502

 
2.01

 
111,983

 
243

 
0.87

Total interest-bearing deposits
 
6,788,867

 
8,119

 
0.48

 
5,927,985

 
3,601

 
0.24

Federal funds purchased and other borrowings
 
45,241

 
198

 
1.76

 
37,317

 
101

 
1.09

Federal Home Loan Bank advances
 
335,521

 
1,636

 
1.96

 
594,815

 
1,464

 
0.99

Long-term debt
 
316,812

 
3,786

 
4.79

 
175,281

 
2,852

 
6.53

Total borrowed funds
 
697,574

 
5,620

 
3.23

 
807,413

 
4,417

 
2.19

Total interest-bearing liabilities
 
7,486,441

 
13,739

 
0.74

 
6,735,398

 
8,018

 
0.48

Non-interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing deposits
 
3,188,847

 
 
 
 
 
2,731,217

 
 
 
 
Other liabilities
 
168,417

 
 
 
 
 
114,873

 
 
 
 
Total liabilities
 
10,843,705

 
 
 
 
 
9,581,488

 
 
 
 
Shareholders' equity
 
1,369,622

 
 
 
 
 
1,123,007

 
 
 
 
Total liabilities and shareholders' equity
 
$
12,213,327

 
 
 
 
 
$
10,704,495

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue (FTE)
 
 

 
$
108,939

 
 
 
 
 
$
85,541

 
 
Net interest-rate spread (FTE)
 
 

 
 

 
3.65
%
 
 
 
 
 
3.31
%
Net interest margin (FTE) (4)
 
 

 
 

 
3.90
%
 
 
 
 
 
3.47
%
 
(1)
Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26% in 2018 and 39% in 2017, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2)
Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued and loans that are held for sale.
(3)
Securities available for sale are shown at amortized cost. Pretax unrealized losses of $42.9 million in 2018 and $6.58 million in 2017 are included in other assets for purposes of this presentation.
(4)
Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.



54


Table 3 - Average Consolidated Balance Sheets and Net Interest Analysis
For the Six Months Ended June 30,
 
 
2018
 
2017
(dollars in thousands, fully taxable equivalent (FTE))
 
Average Balance
 
Interest
 
Average Rate
 
Average Balance
 
Interest
 
Average Rate
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

Interest-earning assets:
 
 

 
 

 
 

 
 

 
 

 
 

Loans, net of unearned income (FTE) (1)(2)
 
$
8,085,849

 
$
199,784

 
4.98
%
 
$
6,942,130

 
$
147,552

 
4.29
%
Taxable securities (3)
 
2,687,200

 
34,552

 
2.57

 
2,749,339

 
34,854

 
2.54

Tax-exempt securities (FTE)  (1)(3)
 
148,528

 
2,689

 
3.62

 
49,125

 
1,041

 
4.24

Federal funds sold and other interest-earning assets
 
212,951

 
1,372

 
1.29

 
144,577

 
1,407

 
1.95

Total interest-earning assets (FTE)
 
11,134,528

 
238,397

 
4.31

 
9,885,171

 
184,854

 
3.76

Non-interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses
 
(60,718
)
 
 
 
 
 
(61,414
)
 
 
 
 
Cash and due from banks
 
146,697

 
 
 
 
 
102,048

 
 
 
 
Premises and equipment
 
217,625

 
 
 
 
 
191,509

 
 
 
 
Other assets (3)
 
724,488

 
 
 
 
 
573,281

 
 
 
 
Total assets
 
$
12,162,620

 
 
 
 
 
$
10,690,595

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits:
 
 
 
 
 
 
 
 
 
 
 
 
NOW
 
$
2,077,461

 
2,416

 
0.23

 
$
1,930,624

 
1,232

 
0.13

Money market
 
2,222,304

 
4,758

 
0.43

 
2,064,792

 
2,985

 
0.29

Savings
 
667,431

 
84

 
0.03

 
568,339

 
55

 
0.02

Time
 
1,529,639

 
4,937

 
0.65

 
1,269,005

 
1,951

 
0.31

Brokered time deposits
 
229,766

 
2,217

 
1.95

 
105,199

 
436

 
0.84

Total interest-bearing deposits
 
6,726,601

 
14,412

 
0.43

 
5,937,959

 
6,659

 
0.23

Federal funds purchased and other borrowings
 
61,894

 
498

 
1.62

 
28,225

 
141

 
1.01

Federal Home Loan Bank advances
 
423,137

 
3,760

 
1.79

 
637,728

 
2,894

 
0.92

Long-term debt
 
295,763

 
7,074

 
4.82

 
175,212

 
5,728

 
6.59

Total borrowed funds
 
780,794

 
11,332

 
2.93

 
841,165

 
8,763

 
2.10

Total interest-bearing liabilities
 
7,507,395

 
25,744

 
0.69

 
6,779,124

 
15,422

 
0.46

Non-interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing deposits
 
3,142,384

 
 
 
 
 
2,687,665

 
 
 
 
Other liabilities
 
159,734

 
 
 
 
 
115,808

 
 
 
 
Total liabilities
 
10,809,513

 
 
 
 
 
9,582,597

 
 
 
 
Shareholders' equity
 
1,353,107

 
 
 
 
 
1,107,998

 
 
 
 
Total liabilities and shareholders' equity
 
$
12,162,620

 
 
 
 
 
$
10,690,595

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest revenue (FTE)
 
 
 
$
212,653

 
 
 
 
 
$
169,432

 
 
Net interest-rate spread (FTE)
 
 
 
 
 
3.62
%
 
 
 
 
 
3.30
%
Net interest margin (FTE) (4)
 
 
 
 
 
3.85
%
 
 
 
 
 
3.46
%
 
(1)
Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used was 26% in 2018 and 39% in 2017, reflecting the statutory federal income tax rate and the federal tax adjusted state income tax rate.
(2)
Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued and loans that are held for sale.
(3)
Securities available for sale are shown at amortized cost. Pretax unrealized losses of $35.6 million in 2018 and $638 thousand in 2017 are included in other assets for purposes of this presentation.
(4)
Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.


55


The following table shows the relative effect on net interest revenue for changes in the average outstanding amounts (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities (rate). Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category.
 
Table 4 - Change in Interest Revenue and Expense on a Taxable Equivalent Basis
(in thousands)
 
 
Three Months Ended
June 30, 2018
 
Six Months Ended
June 30, 2018
 
 
Compared to 2017 Increase (decrease) Due to Changes in
 
 
Volume
 
Rate
 
Total
 
Volume
 
Rate
 
Total
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
Loans (FTE)
 
$
13,960

 
$
14,624

 
$
28,584

 
$
26,298

 
$
25,934

 
$
52,232

Taxable securities
 
(437
)
 
245

 
(192
)
 
(795
)
 
493

 
(302
)
Tax-exempt securities (FTE)
 
875

 
(79
)
 
796

 
1,820

 
(172
)
 
1,648

Federal funds sold and other interest-earning assets
 
283

 
(352
)
 
(69
)
 
534

 
(569
)
 
(35
)
Total interest-earning assets (FTE)
 
14,681

 
14,438

 
29,119

 
27,857

 
25,686

 
53,543

 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
NOW accounts
 
61

 
607

 
668

 
100

 
1,084

 
1,184

Money market accounts
 
120

 
904

 
1,024

 
243

 
1,530

 
1,773

Savings deposits
 
5

 
2

 
7

 
11

 
18

 
29

Time deposits
 
260

 
1,300

 
1,560

 
470

 
2,516

 
2,986

Brokered deposits
 
709

 
550

 
1,259

 
839

 
942

 
1,781

Total interest-bearing deposits
 
1,155

 
3,363

 
4,518

 
1,663

 
6,090

 
7,753

Federal funds purchased & other borrowings
 
25

 
72

 
97

 
236

 
121

 
357

Federal Home Loan Bank advances
 
(831
)
 
1,003

 
172

 
(1,216
)
 
2,082

 
866

Long-term debt
 
1,843

 
(909
)
 
934

 
3,180

 
(1,834
)
 
1,346

Total borrowed funds
 
1,037

 
166

 
1,203

 
2,200

 
369

 
2,569

Total interest-bearing liabilities
 
2,192

 
3,529

 
5,721

 
3,863

 
6,459

 
10,322

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net interest revenue (FTE)
 
$
12,489

 
$
10,909

 
$
23,398

 
$
23,994

 
$
19,227

 
$
43,221



Provision for Credit Losses
 
The provision for credit losses is based on management’s evaluation of probable incurred losses in the loan portfolio and corresponding analysis of the allowance for credit losses at quarter-end. Provision for credit losses was $1.8 million and $5.6 million for the three and six months ended June 30, 2018 , compared to $800,000 and $1.6 million for the same periods in 2017 . The amount of provision recorded in each period was the amount required such that the total allowance for loan losses reflected the appropriate balance, in the estimation of management, sufficient to cover incurred losses in the loan portfolio. In accordance with the accounting guidance for business combinations, there was no allowance for loan losses brought forward on loans acquired from NLFC on February 1, 2018. At June 30, 2018 , United included the performing non-impaired loans acquired from NLFC in its general allowance calculation in order to reflect the necessary allowance for incurred losses, which accounted for a majority of the increase in the provision expense. For the six months ended June 30, 2018 , net loan charge-offs as an annualized percentage of average outstanding loans were 0.07% compared to 0.10% for the same period in 2017 .
 
The allowance for unfunded commitments represents probable incurred losses on unfunded loan commitments that are expected to result in outstanding loan balances. The allowance for unfunded loan commitments was established through the provision for credit losses.
 
Additional discussion on credit quality and the allowance for loan losses is included in the “Asset Quality and Risk Elements” section of this report.


56


Noninterest income
 
Noninterest income for the second quarter of 2018 was $23.3 million , a decrease of $345,000 , or 1% , compared to the second quarter of 2017 . For the six months ended June 30, 2018 , noninterest income totaled $45.7 million , flat compared to the same period of 2017 . The following table presents the components of noninterest income for the periods indicated.
 
Table 5 - Noninterest Income
(in thousands)
 
Three Months Ended
June 30,
 
Change
 
Six Months Ended
June 30,
 
Change
 
2018
 
2017
 
Amount
 
Percent
 
2018
 
2017
 
Amount
 
Percent
Overdraft fees
$
3,480

 
$
3,321

 
$
159

 
5
 %
 
$
7,132

 
$
6,718

 
$
414

 
6
 %
ATM and debit card fees
3,071

 
5,536

 
(2,465
)
 
(45
)
 
6,342

 
10,924

 
(4,582
)
 
(42
)
Other service charges and fees
2,243

 
1,844

 
399

 
22

 
4,245

 
3,663

 
582

 
16

Service charges and fees
8,794

 
10,701

 
(1,907
)
 
(18
)
 
17,719

 
21,305

 
(3,586
)
 
(17
)
Mortgage loan and related fees
5,307

 
4,811

 
496

 
10

 
10,666

 
9,235

 
1,431

 
15

Brokerage fees
1,201

 
1,146

 
55

 
5

 
2,073

 
2,556

 
(483
)
 
(19
)
Gains on sales of SBA/USDA loans
2,401

 
2,626

 
(225
)
 
(9
)
 
4,179

 
4,585

 
(406
)
 
(9
)
Customer derivatives
657

 
776

 
(119
)
 
(15
)
 
1,430

 
1,254

 
176

 
14

Securities losses, net
(364
)
 
4

 
(368
)
 
 
 
(1,304
)
 
2

 
(1,306
)
 
 
Other
5,344

 
3,621

 
1,723

 
48

 
10,973

 
6,822

 
4,151

 
61

Total noninterest income
$
23,340

 
$
23,685

 
$
(345
)
 
(1
)
 
$
45,736

 
$
45,759

 
$
(23
)
 
—

 
Service charges and fees of $8.79 million for the second quarter of 2018 decreased $1.91 million , or 18% , from the second quarter of 2017 . Service charges and fees for the six months ended June 30, 2018 decreased $3.59 million , or 17% compared to the same period of 2017 . The decrease is primarily due to the effect of the Durbin Amendment, which took effect for United in the third quarter of 2017 and limited the amount of interchange fees charged on debit card transactions.
 
Mortgage loan and related fees for the second quarter of 2018 increased $496,000 , or 10% , from the second quarter of 2017 . For the six months ended June 30, 2018 mortgage loan and related fees increased $1.43 million from the same period of 2017 . The increase reflects United’s focus on growing the mortgage business by recruiting new mortgage lenders in key metropolitan markets and an increase in purchase and refinancing activity. In the second quarter of 2018 , United closed 1,077 loans totaling $259 million compared with 888 loans totaling $204 million in the second quarter of 2017 . Year-to-date mortgage production in 2018 amounted to 1,876 loans totaling $450 million, compared to 1,585 loans totaling $355 million for the same period in 2017 . United had $151 million and $254 million in home purchase mortgage originations in the second quarter and first half of 2018, which accounted for 59% and 58% of production volume, respectively, compared with $141 million and $234 million, or 69% and 66%, respectively, of production volume for the same periods a year ago.
 
Brokerage fees for the first six months of 2018 decreased 19% , compared to the same period of 2017 , reflecting downtime in the first quarter of 2018 associated with transitioning to a new third-party broker dealer. Brokerage fees for the second quarter of 2018 increased 5% compared to the second quarter 2017 .
 
In the second quarter and first six months of 2018 , United realized $2.40 million and $4.18 million , respectively, in gains from the sales of the guaranteed portion of Small Business Administration (“SBA”) and United States Department of Agriculture (“USDA”) loans, compared to $2.63 million and $4.59 million in the same periods of 2017 . United’s SBA/USDA lending strategy includes selling a portion of the loan production each quarter. In the second quarter and first six months of 2018 , United sold the guaranteed portion of loans in the amount of $28.5 million and $50.7 million, respectively, compared to $30.3 million and $53.7 million, respectively, for the same periods a year ago.
 
Other noninterest income for the second quarter and first six months of 2018 was up $1.72 million and $4.15 million, respectively, from the same periods of 2017. Much of the increase in both periods is due to the Acquisitions. Noninterest income from NLFC added approximately $1.06 million and $1.85 million, respectively, to fee revenue for the second quarter and first six months of 2018. Second quarter 2018 other noninterest income also includes $533,000 in gains from the prepayment of fixed rate FHLB advances. In addition to

57


those gains, other noninterest income for the first six months of 2018 includes $1.16 million in gains from the first quarter cancellation of interest rate swaps and caps that were serving as economic hedges to protect against rising interest rates.
The securities losses of $364,000 and $1.30 million recognized in the second quarter and first six months of 2018, respectively, were part of the same balance sheet management activities described above that resulted in the gains from prepayment of FHLB advances and cancellation of the derivative instruments. The gains from those activities and the securities losses are mostly offsetting.

Noninterest Expenses
 
The following table presents the components of noninterest expenses for the periods indicated. 
Table 6 - Noninterest Expenses
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Change
 
Six Months Ended
June 30,
 
Change
 
2018
 
2017
 
Amount
 
Percent
 
2018
 
2017
 
Amount
 
Percent
Salaries and employee benefits
$
45,363

 
$
37,338

 
$
8,025

 
21
 %
 
$
88,238

 
$
74,029

 
$
14,209

 
19
 %
Communications and equipment
4,849

 
4,978

 
(129
)
 
(3
)
 
9,481

 
9,896

 
(415
)
 
(4
)
Occupancy
5,547

 
4,908

 
639

 
13

 
11,160

 
9,857

 
1,303

 
13

Advertising and public relations
1,384

 
1,260

 
124

 
10

 
2,899

 
2,321

 
578

 
25

Postage, printing and supplies
1,685

 
1,346

 
339

 
25

 
3,322

 
2,716

 
606

 
22

Professional fees
3,464

 
2,371

 
1,093

 
46

 
7,508

 
5,415

 
2,093

 
39

FDIC assessments and other regulatory charges
1,973

 
1,348

 
625

 
46

 
4,449

 
2,631

 
1,818

 
69

Amortization of intangibles
1,847

 
900

 
947

 
105

 
3,745

 
1,873

 
1,872

 
100

Other
8,458

 
6,950

 
1,508

 
22

 
15,189

 
13,433

 
1,756

 
13

Total excluding merger-related and other charges
74,570

 
61,399

 
13,171

 
21

 
145,991

 
122,171

 
23,820

 
19

Merger-related and other charges
2,280

 
1,830

 
450

 
 
 
4,334

 
3,884

 
450

 
 
Total noninterest expenses
$
76,850

 
$
63,229

 
$
13,621

 
22

 
$
150,325

 
$
126,055

 
$
24,270

 
19

 
Noninterest expenses for the second quarter and first six months of 2018 totaled $76.9 million and $150 million , respectively, up $13.6 million or 22% and $24.3 million , or 19% from the same periods of 2017. The increase reflects the inclusion of the operating expenses of Acquisitions.
 
Salaries and employee benefits for the second quarter of 2018 were $45.4 million , up $8.03 million , or 21% , from the second quarter of 2017. For the first six months of 2018 , salaries and employee benefits were $88.2 million , up $14.2 million , or 19% from the same period of 2017 . The increase was due to a number of factors including investments in additional staff and new teams to expand Commercial Banking Solutions and other key areas, additional staff resulting from the Acquisitions, and annual merit based salary increases awarded in the second quarter. Full time equivalent headcount totaled 2,289 at June 30, 2018 , up from 1,928 at June 30, 2017 .
 
Occupancy expenses increased primarily due to higher depreciation and lease rental charges for the expanded branch network resulting from the Acquisitions. Professional fees for the second quarter of 2018 of $3.46 million were up $1.09 million or 46% , from the second quarter of 2017 . For the first six months of 2018 , professional fees increased $2.09 million , or 39% from the same period of 2017 . The increase was due primarily to the Acquisitions and increased legal fees associated with loan growth.
 
Amortization of intangibles of $1.85 million and $3.75 million in the second quarter and first six months of 2018 increased relative to the same periods in 2017 due to the additional amortization resulting from intangibles related to the Acquisitions.
 
In the second quarter and first six months of 2018 , merger-related and other charges of $2.28 million and $4.33 million , respectively, consisted primarily of severance, conversion costs, branch closure costs, and legal and professional fees. In the second quarter of 2017, merger-related and other charges of $1.83 million consisted primarily of costs associated with executive retirements. In the first half of

58


2017 , merger-related and other charges of $3.88 million included executive retirement costs as well as severance, branch closure costs and technology equipment write offs.

Income Taxes
 
The income tax provision for the three and six months ended June 30, 2018 was $13.5 million and $24.3 million , respectively, which represents an effective tax rate of 25.5% and 23.9% respectively, for each period. The income tax provision for the three and six months ended June 30, 2017 was $16.5 million and $35.0 million , respectively, which represents an effective tax rate of 36.9% and 40.3% , respectively, for each period. The effective tax rate for the second quarter and first six months of 2018 reflects the lower federal income tax rate enacted following the passage of the Tax Act in the fourth quarter of 2017. The income tax provision for the second quarter of 2018 also included $509,000 of additional tax expense caused by the partial impairment of United’s net deferred tax asset as a result of the announcement that Georgia has elected to lower its corporate income tax rate from 6.00% to 5.75% effective January 1, 2019. The effective tax rate in the first six months of 2017 was affected by the release of disproportionate tax effects in the first quarter of 2017.
 
At June 30, 2018 and December 31, 2017 , United maintained a valuation allowance on its net deferred tax asset of $4.71 million and $4.41 million , respectively. Management assesses the valuation allowance recorded against its net deferred tax asset at each reporting period. The determination of whether a valuation allowance for its net deferred tax asset is appropriate is subject to considerable judgment and requires an evaluation of all the positive and negative evidence.
  
The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management’s conclusion at June 30, 2018 that it was more likely than not that the net deferred tax asset of $77.3 million will be realized is based upon management’s estimate of future taxable income. Management’s estimate of future taxable income is based on internal forecasts that consider historical performance, various internal estimates and assumptions, as well as certain external data all of which management believes to be reasonable although inherently subject to significant judgment. If actual results differ significantly from the current estimates of future taxable income, the valuation allowance may need to be increased for some or all of its net deferred tax asset.
 
United is subject to income taxation in the United States and various state jurisdictions. United’s federal and state income tax returns are filed on a consolidated basis. Currently, no years for which United filed a federal income tax return are under examination by the IRS, and there are no state tax examinations currently in progress. United is no longer subject to income tax examinations from state and local income tax authorities for years before 2014. Although it is not possible to know the ultimate outcome of future examinations, management believes that the liability recorded for uncertain tax positions is appropriate.
 
Additional information regarding income taxes, including a reconciliation of the differences between the recorded income tax provision and the amount of income tax computed by applying the statutory federal income tax rate to income before income taxes, can be found in Note 17 to the consolidated financial statements filed with United’s Annual Report on Form 10-K for the year ended December 31, 2017 .

59



Balance Sheet Review
 
Total assets at June 30, 2018 and December 31, 2017 were $12.4 billion and $11.9 billion , respectively. Average total assets for both the second quarter and first half of 2018 were $12.2 billion , up from $10.7 billion in both the second quarter and first half of 2017 .

The following table presents a summary of the loan portfolio.
Table 7 - Loans Outstanding
(in thousands)
 
June 30, 2018
 
December 31, 2017
By Loan Type
 
 
 
Owner occupied commercial real estate
$
1,681,737

 
$
1,923,993

Income producing commercial real estate
1,821,384

 
1,595,174

Commercial & industrial
1,193,046

 
1,130,990

Commercial construction
735,575

 
711,936

Equipment financing
464,594

 
—

Total commercial
5,896,336

 
5,362,093

Residential mortgage
1,020,606

 
973,544

Home equity lines of credit
707,718

 
731,227

Residential construction
195,580

 
183,019

Consumer direct
122,756

 
127,504

Indirect auto
277,275

 
358,185

Total loans
$
8,220,271

 
$
7,735,572

 
 
 
 
As a percentage of total loans:
 
 
 
Owner occupied commercial real estate
20
%
 
25
%
Income producing commercial real estate
22

 
21

Commercial & industrial
15

 
15

Commercial construction
9

 
9

Equipment financing
6

 
—

Total commercial
72

 
70

Residential mortgage
12

 
13

Home equity lines of credit
9

 
9

Residential construction
2

 
2

Consumer direct
2

 
2

Indirect auto
3

 
4

Total
100
%
 
100
%
 
 
 
 
By Geographic Location
 
 
 
North Georgia
$
1,000,943

 
$
1,018,945

Atlanta MSA
1,533,064

 
1,510,067

North Carolina
1,067,356

 
1,049,592

Coastal Georgia
622,845

 
629,919

Gainesville MSA
229,431

 
248,060

East Tennessee
474,196

 
474,515

South Carolina
1,571,171

 
1,485,632

Commercial Banking Solutions
1,443,979

 
960,657

Indirect auto
277,286

 
358,185

Total loans
$
8,220,271

 
$
7,735,572

 


60


Substantially all of United’s loans are to customers located in the immediate market areas of its community banks in Georgia, North Carolina, South Carolina and Tennessee, including customers who have a seasonal residence in United’s market areas, or are generated by the Commercial Banking Solutions division that focuses on specific commercial loan businesses, such as SBA and franchise lending. Approximately 75% of United’s loans are secured by real estate. Total loans averaged $8.18 billion in the second quarter of 2018 , compared with $6.98 billion in the second quarter of 2017 , an increase of 17% due in part to the Acquisitions. At June 30, 2018 , total loans were $8.22 billion , an increase of $485 million from December 31, 2017 , of which $359 million came through the acquisition of NLFC.

United’s home equity lines generally require the payment of interest only for a set period after origination. After this initial period, the outstanding balance begins amortizing and requires the payment of both principal and interest. At June 30, 2018 and December 31, 2017 , the funded portion of home equity lines totaled $708 million and $731 million , respectively. Approximately 3% of the home equity lines at June 30, 2018 were amortizing. Of the $708 million in balances outstanding at June 30, 2018 , $428 million , or 60% , were secured by first liens. At June 30, 2018 , 53% of the total available home equity lines were drawn upon.
 
United monitors the performance of its home equity loans and lines secured by second liens similar to other consumer loans and utilizes assumptions specific to these loans in determining the necessary allowance. United also receives notification when the first lien holder is in the process of foreclosure and upon that notification, management reviews current valuations to determine if any charge-offs are warranted and whether it is in United’s best interest to pay off the first lien creditor.

Asset Quality and Risk Elements
 
United manages asset quality and controls credit risk through review and oversight of the loan portfolio as well as adherence to policies designed to promote sound underwriting and loan monitoring practices. United’s credit administration function is responsible for monitoring asset quality and Board of Directors approved portfolio limits, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures among all lending units. Additional information on the credit administration function is included in Item 1 under the heading Loan Review and Nonperforming Assets in United’s Annual Report on Form 10-K for the year ended December 31, 2017 .
 
United classifies commercial performing loans as “substandard” when there is a well-defined weakness or weaknesses that jeopardizes the repayment by the borrower and there is a distinct possibility that United could sustain some loss if the deficiency is not corrected. United classifies consumer performing loans as “substandard” when the loan is in bankruptcy.


61


The table below presents performing classified loans for the last five quarters.
 
Table 8 - Performing Classified Loans
(in thousands)
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
June 30, 2017
By Category
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
42,169

 
$
42,096

 
$
41,467

 
$
37,147

 
$
34,427

Income producing commercial real estate
26,120

 
24,984

 
30,061

 
20,922

 
22,457

Commercial & industrial
17,820

 
11,003

 
11,879

 
10,740

 
7,247

Commercial construction
10,102

 
8,422

 
8,264

 
6,213

 
4,808

Equipment financing
820

 
414

 
—

 
—

 
—

Total commercial
97,031

 
86,919

 
91,671

 
75,022

 
68,939

Residential mortgage
14,970

 
14,824

 
15,323

 
15,914

 
12,929

Home equity
5,117

 
5,491

 
6,055

 
5,603

 
5,733

Residential construction
1,567

 
1,506

 
1,837

 
1,754

 
1,822

Consumer direct
498

 
1,142

 
515

 
508

 
627

Indirect auto
1,291

 
1,498

 
1,760

 
1,685

 
1,697

Total
$
120,474

 
$
111,380

 
$
117,161

 
$
100,486

 
$
91,747

 
 
 
 
 
 
 
 
 
 
By Market
 
 
 
 
 
 
 
 
 
North Georgia
$
25,417

 
$
26,243

 
$
30,952

 
$
30,049

 
$
34,638

Atlanta MSA
13,640

 
12,145

 
9,358

 
9,936

 
10,384

North Carolina
24,886

 
27,186

 
30,670

 
11,341

 
11,916

Coastal Georgia
3,550

 
3,075

 
3,322

 
2,791

 
3,062

Gainesville MSA
966

 
662

 
750

 
456

 
475

East Tennessee
12,737

 
12,402

 
10,953

 
10,620

 
7,089

South Carolina
22,841

 
26,800

 
27,212

 
31,123

 
21,763

Commercial Banking Solutions
15,146

 
1,369

 
2,184

 
2,485

 
723

Indirect auto
1,291

 
1,498

 
1,760

 
1,685

 
1,697

Total loans
$
120,474

 
$
111,380

 
$
117,161

 
$
100,486

 
$
91,747

 
At June 30, 2018 , performing classified loans totaled $120 million and increased $9.09 million from the prior quarter-end primarily due to the downgrade of two commercial relationships.
 
Reviews of classified performing and non-performing loans, past due loans and larger credits are conducted on a regular basis and are designed to identify risk migration and potential charges to the allowance for loan losses. These reviews are presented by the responsible lending officers or respective credit officer and specific action plans are discussed along with the financial strength of borrowers, the value of the applicable collateral, past loan loss experience, anticipated loan losses, changes in risk profile, the effect of prevailing economic conditions on the borrower and other factors specific to the borrower and its industry. In addition to the reviews mentioned above, United also has an internal loan review team which directly reviews the portfolio in conjunction with external loan review to ensure the objectivity of the loan review process.


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The following table presents a summary of the changes in the allowance for credit losses for the periods indicated.
Table 9 - Allowance for Credit Losses
(in thousands)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2018
 
2017
 
2018
 
2017
Allowance for loan and lease losses at beginning of period
$
61,085

 
$
60,543

 
$
58,914

 
$
61,422

Charge-offs:
 
 
 
 
 
 
 
Owner occupied commercial real estate
7

 
158

 
67

 
183

Income producing commercial real estate
1,653

 
203

 
2,310

 
1,100

Commercial & industrial
233

 
598

 
617

 
814

Commercial construction
53

 
361

 
416

 
563

Equipment financing
23

 
—

 
162

 
—

Residential mortgage
112

 
131

 
182

 
673

Home equity lines of credit
211

 
424

 
335

 
895

Residential construction
8

 
70

 
8

 
70

Consumer direct
552

 
457

 
1,203

 
899

Indirect auto
379

 
313

 
815

 
733

Total loans charged-off
3,231

 
2,715

 
6,115

 
5,930

Recoveries:
 
 
 
 
 
 
 
Owner occupied commercial real estate
585

 
120

 
688

 
357

Income producing commercial real estate
232

 
20

 
467

 
47

Commercial & industrial
217

 
244

 
606

 
612

Commercial construction
159

 
20

 
256

 
592

Equipment financing
71

 
—

 
168

 
—

Residential mortgage
101

 
105

 
224

 
117

Home equity lines of credit
190

 
171

 
225

 
220

Residential construction
67

 
123

 
131

 
132

Consumer direct
195

 
195

 
355

 
402

Indirect auto
55

 
94

 
135

 
149

Total recoveries
1,872

 
1,092

 
3,255

 
2,628

Net charge-offs
1,359

 
1,623

 
2,860

 
3,302

Provision for loan and lease losses
1,345

 
580

 
5,017

 
1,380

Allowance for loan and lease losses at end of period
61,071

 
59,500

 
61,071

 
59,500

 
 
 
 
 
 
 
 
Allowance for unfunded commitments at beginning of period
2,440

 
2,002

 
2,312

 
2,002

Provision for losses on unfunded commitments
455

 
220

 
583

 
220

Allowance for unfunded commitments at end of period
2,895

 
2,222

 
2,895

 
2,222

Allowance for credit losses
$
63,966

 
$
61,722

 
$
63,966

 
$
61,722

 
 
 
 
 
 
 
 
Total loans and leases:
 
 
 
 
 
 
 
At period-end
$
8,220,271

 
$
7,040,932

 
$
8,220,271

 
$
7,040,932

Average
8,177,343

 
6,979,980

 
8,085,849

 
6,942,130

Allowance for loan and lease losses as a percentage of period-end loans and leases
0.74
%
 
0.85
%
 
0.74
%
 
0.85
%
As a percentage of average loans (annualized):
 
 
 
 
 
 
 
Net charge-offs
0.07

 
0.09

 
0.07

 
0.10

Provision for loan and lease losses
0.07

 
0.03

 
0.13

 
0.04

 

63


The provision for credit losses charged to earnings is based upon management’s judgment of the amount necessary to maintain the allowance at a level appropriate to absorb probable incurred losses in the loan portfolio at the balance sheet date. The amount each quarter is dependent upon many factors, including growth and changes in the composition of the loan portfolio, net charge-offs, delinquencies, management’s assessment of loan portfolio quality, the value of collateral, and other macro-economic factors and trends. The evaluation of these factors is performed quarterly by management through an analysis of the appropriateness of the allowance for loan losses.

The allowance for credit losses, which includes a portion related to unfunded commitments, totaled $64.0 million at June 30, 2018 , compared with $61.2 million at December 31, 2017 . At June 30, 2018 , the allowance for loan losses was $61.1 million , or 0.74% of loans, compared with $58.9 million, or 0.76% of total loans, at December 31, 2017 .
 
Management believes that the allowance for credit losses at June 30, 2018 reflects the probable incurred losses in the loan portfolio and unfunded loan commitments. This assessment involves uncertainty and judgment and is subject to change in future periods. The amount of any changes could be significant if management’s assessment of loan quality or collateral values change substantially with respect to one or more loan relationships or portfolios. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require adjustments to the provision for credit losses in future periods if, in their opinion, the results of their review warrant such additions.

Nonperforming Assets

The table below summarizes nonperforming assets.
Table 10 - Nonperforming Assets
(in thousands)
 
June 30, 2018
 
December 31, 2017
Nonperforming loans
$
21,817

 
$
23,658

Foreclosed properties/other real estate owned (OREO)
2,597

 
3,234

 
 
 
 
Total nonperforming assets
$
24,414

 
$
26,892

 
 
 
 
Nonperforming loans as a percentage of total loans and leases
0.27
%
 
0.31
%
Nonperforming assets as a percentage of total loans and OREO
0.30

 
0.35

Nonperforming assets as a percentage of total assets
0.20

 
0.23

 
At June 30, 2018 , nonperforming loans were $21.8 million compared to $23.7 million at December 31, 2017. Nonperforming assets, which include nonperforming loans and foreclosed real estate, totaled $24.4 million at June 30, 2018 and $26.9 million at December 31, 2017 .
 
United’s policy is to place loans on nonaccrual status when, in the opinion of management, the principal and interest on a loan is not likely to be repaid in full or when the loan becomes 90 days past due. When a loan is classified on nonaccrual status, interest previously accrued but not collected is reversed against current interest revenue. Principal and interest payments received on a nonaccrual loan are applied to reduce the loan’s recorded investment.
 
Purchased credit impaired (“PCI”) loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement remains unpaid after the due date of the scheduled payment. However, these loans are considered as performing, even though they may be contractually past due, as any non-payment of contractual principal or interest is considered in the periodic re-estimation of expected cash flows and is included in the resulting recognition of current period covered loan loss provision or future period yield adjustments. The accrual of interest is discontinued on PCI loans if management can no longer reliably estimate future cash flows on the loan. No PCI loans were classified as nonaccrual at June 30, 2018 or December 31, 2017 as the carrying value of the respective loan or pool of loans cash flows were considered estimable and probable of collection. Therefore, interest revenue, through accretion of the difference between the carrying value of the loans and the expected cash flows, is being recognized on all PCI loans.


64


The following table summarizes nonperforming assets by category and market as of the dates indicated.
Table 11 - Nonperforming Assets by Category and Market
(in thousands)
 
June 30, 2018
 
December 31, 2017
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
BY CATEGORY
 

 
 

 
 

 
 

 
 

 
 

Owner occupied commercial real estate
$
5,772

 
$
812

 
$
6,584

 
$
4,923

 
$
1,955

 
$
6,878

Income producing commercial real estate
991

 
455

 
1,446

 
3,208

 
244

 
3,452

Commercial & industrial
2,180

 
—

 
2,180

 
2,097

 
—

 
2,097

Commercial construction
613

 
576

 
1,189

 
758

 
884

 
1,642

Equipment financing
1,075

 
—

 
1,075

 
—

 
—

 
—

Total commercial
10,631

 
1,843

 
12,474

 
10,986

 
3,083

 
14,069

Residential mortgage
7,918

 
184

 
8,102

 
8,776

 
136

 
8,912

Home equity lines of credit
1,812

 
550

 
2,362

 
2,024

 
15

 
2,039

Residential construction
637

 
20

 
657

 
192

 
—

 
192

Consumer direct
68

 
—

 
68

 
43

 
—

 
43

Indirect auto
751

 
—

 
751

 
1,637

 
—

 
1,637

Total NPAs
$
21,817

 
$
2,597

 
$
24,414

 
$
23,658

 
$
3,234

 
$
26,892

 
 
 
 
 
 
 
 
 
 
 
 
BY MARKET
 
 
 
 
 
 
 
 
 
 
 
North Georgia
$
7,583

 
$
640

 
$
8,223

 
$
7,310

 
$
94

 
$
7,404

Atlanta MSA
1,928

 
132

 
2,060

 
1,395

 
279

 
1,674

North Carolina
3,029

 
750

 
3,779

 
4,543

 
1,213

 
5,756

Coastal Georgia
943

 
—

 
943

 
2,044

 
20

 
2,064

Gainesville MSA
186

 
—

 
186

 
739

 
—

 
739

East Tennessee
1,473

 
143

 
1,616

 
1,462

 
—

 
1,462

South Carolina
3,093

 
362

 
3,455

 
3,433

 
1,059

 
4,492

Commercial Banking Solutions
2,831

 
570

 
3,401

 
1,095

 
569

 
1,664

Indirect auto
751

 
—

 
751

 
1,637

 
—

 
1,637

Total NPAs
$
21,817

 
$
2,597

 
$
24,414

 
$
23,658

 
$
3,234

 
$
26,892


 
At June 30, 2018 and December 31, 2017 , United had $54.7 million and $58.1 million , respectively, in loans with terms that have been modified in TDRs. Included therein were $7.38 million and $5.50 million , respectively, of TDRs that were classified as nonaccrual and were included in nonperforming loans. The remaining TDRs with an aggregate balance of $47.3 million and $52.6 million , respectively, were performing according to their modified terms and are therefore not considered to be nonperforming assets.
 
At June 30, 2018 and December 31, 2017 , there were $57.4 million and $62.3 million , respectively, of loans classified as impaired under the definition outlined in the Accounting Standards Codification, including TDRs which are by definition considered impaired. Included in impaired loans at June 30, 2018 and December 31, 2017 was $20.5 million and $9.37 million , respectively, that did not require specific reserves or had previously been charged down to net realizable value. The remaining balance of impaired loans at June 30, 2018 and December 31, 2017 of $37.0 million and $52.9 million , respectively, had specific reserves that totaled $2.82 million and $3.26 million , respectively. The average recorded investment in impaired loans for the second quarters of 2018 and 2017 was $58.3 million and $86.4 million , respectively. For the six months ended June 30, 2018 and 2017 , the average recorded investment in impaired loans was $62.2 million and $84.2 million , respectively. For the three and six months ended June 30, 2018 , United recognized $731 ,000 and $1.48 million, respectively, in interest revenue on impaired loans compared to $1.00 million and $1.96 million , respectively, for the same periods of the prior year.

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The table below summarizes activity in nonperforming assets for the periods indicated.
Table 12 - Activity in Nonperforming Assets
(in thousands)
 
 
Second Quarter 2018
 
Second Quarter 2017
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
Beginning Balance
$
26,240

 
$
2,714

 
$
28,954

 
$
19,812

 
$
5,060

 
$
24,872

Loans placed on non-accrual
3,612

 
—

 
3,612

 
8,110

 
—

 
8,110

Payments received
(5,314
)
 
—

 
(5,314
)
 
(2,955
)
 
—

 
(2,955
)
Loan charge-offs
(2,065
)
 
—

 
(2,065
)
 
(1,564
)
 
—

 
(1,564
)
Foreclosures
(656
)
 
984

 
328

 
(308
)
 
481

 
173

Property sales
—

 
(1,029
)
 
(1,029
)
 
—

 
(2,704
)
 
(2,704
)
Write downs
—

 
(106
)
 
(106
)
 
—

 
(294
)
 
(294
)
Net gains (losses) on sales
—

 
34

 
34

 
—

 
196

 
196

Ending Balance
$
21,817

 
$
2,597

 
$
24,414

 
$
23,095

 
$
2,739

 
$
25,834

 
 
 
 
 
 
 
 
 
 
 
 
 
First Six Months of 2018
 
First Six Months of 2017
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
 
Nonaccrual
Loans
 
Foreclosed
Properties
 
Total
NPAs
Beginning Balance
$
23,658

 
$
3,234

 
$
26,892

 
$
21,539

 
$
7,949

 
$
29,488

Acquisitions
428

 
—

 
428

 
—

 
—

 
—

Loans placed on non-accrual
11,075

 
—

 
11,075

 
11,282

 
—

 
11,282

Payments received
(8,848
)
 
—

 
(8,848
)
 
(6,001
)
 
—

 
(6,001
)
Loan charge-offs
(3,215
)
 
—

 
(3,215
)
 
(2,856
)
 
—

 
(2,856
)
Foreclosures
(1,281
)
 
1,609

 
328

 
(869
)
 
1,042

 
173

Property sales
—

 
(1,986
)
 
(1,986
)
 
—

 
(5,781
)
 
(5,781
)
Write downs
—

 
(178
)
 
(178
)
 
—

 
(774
)
 
(774
)
Net gains (losses) on sales
—

 
(82
)
 
(82
)
 
—

 
303

 
303

Ending Balance
$
21,817

 
$
2,597

 
$
24,414

 
$
23,095

 
$
2,739

 
$
25,834

 
Foreclosed property is initially recorded at fair value, less estimated costs to sell. If the fair value, less estimated costs to sell, at the time of foreclosure is less than the loan balance, the deficiency is charged against the allowance for loan losses. If the lesser of fair value, less estimated costs to sell, or the listed selling price, less the costs to sell, of the foreclosed property decreases during the holding period, a valuation allowance is established with a charge to foreclosed property expense. When the foreclosed property is sold, a gain or loss is recognized on the sale for the difference between the sales proceeds and the carrying amount of the property. During the second quarter of 2018 , United transferred $ 984 ,000 of loans into foreclosed property through foreclosures. During the same period, proceeds from sales of foreclosed property were $ 1.03 million.

Investment Securities
 
The composition of the investment securities portfolio reflects United’s investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of revenue. The investment securities portfolio also provides a balance to interest rate risk and credit risk in other categories of the balance sheet while providing a vehicle for the investment of available funds, furnishing liquidity, and supplying securities to pledge as required collateral for certain deposits and borrowings, including repurchase agreements.
 
At June 30, 2018 and December 31, 2017 , United had securities held-to-maturity with a carrying amount of $298 million and $321 million , respectively, and securities available-for-sale totaling $2.54 billion and $2.62 billion , respectively. At June 30, 2018 and December 31, 2017 , the securities portfolio represented approximately 23% and 25% , respectively, of total assets.
 

66


The investment securities portfolio primarily consists of Treasury securities, U.S. government agency securities, U.S. government sponsored agency mortgage-backed securities, non-agency mortgage-backed securities, corporate securities, municipal securities and asset-backed securities. Mortgage-backed securities rely on the underlying pools of mortgage loans to provide a cash flow of principal and interest. The actual maturities of these securities will usually differ from contractual maturities because loans underlying the securities can prepay. Decreases in interest rates will generally cause an acceleration of prepayment levels. In a declining or prolonged low interest rate environment, United may not be able to reinvest the proceeds from these prepayments in assets that have comparable yields. In a rising rate environment, the opposite occurs - prepayments tend to slow and the weighted average life extends. This is referred to as extension risk which can lead to lower levels of liquidity due to the delay of cash receipts and can result in the holding of a below market yielding asset for a longer period of time. United’s asset-backed securities include collateralized loan obligations and securities backed by student loans.
 
Management evaluates its securities portfolio each quarter to determine if any security is considered to be other than temporarily impaired. In making this evaluation, management considers its ability and intent to hold securities to recover current market losses. Losses on United’s fixed income securities at June 30, 2018 primarily reflect the effect of changes in interest rates. United did not recognize any other than temporary impairment losses on its investment securities during the three and six months ended June 30, 2018 or 2017 .
 
At June 30, 2018 and December 31, 2017 , 12% and 15%, respectively, of the securities portfolio was invested in floating-rate securities or fixed-rate securities that were swapped to floating rates in order to manage exposure to rising interest rates.
 
Goodwill and Core Deposit Intangibles
 
Goodwill represents the premium paid for acquired companies above the fair value of the assets acquired and liabilities assumed, including separately identifiable intangible assets.
 
Core deposit intangibles, representing the value of acquired deposit relationships, and noncompete agreements are amortizing intangible assets that are required to be tested for impairment only when events or circumstances indicate that impairment may exist. There were no events or circumstances that led management to believe that any impairment exists in goodwill or other intangible assets.
 
Deposits
 
Total customer deposits, excluding brokered deposits, as of June 30, 2018 were $9.52 billion, compared to $9.44 billion at December 31, 2017 . Total core transaction deposits (demand, NOW, money market and savings deposits, excluding public funds deposits) of $6.94 billion at June 30, 2018 increased $175 million since December 31, 2017 . United’s high level of service, as evidenced by its strong customer satisfaction scores, has been instrumental in attracting and retaining core transaction deposit accounts.
 
Total time deposits, excluding brokered deposits, as of June 30, 2018 were $1.52 billion, down $23.8 million from December 31, 2017 . United has allowed some attrition of certificates of deposit, as funding needs have been met with lower cost transaction account deposits.
 
Borrowing Activities
 
The Bank is a shareholder in the Federal Home Loan Bank of Atlanta (“FHLB”). Through this affiliation, FHLB secured advances totaled $560 million and $505 million , respectively, as of June 30, 2018 and December 31, 2017 . United anticipates continued use of this short and long-term source of funds. Additional information regarding FHLB advances is provided in Note 13 to the consolidated financial statements included in United’s Annual Report on Form 10-K for the year ended December 31, 2017 .
 
Contractual Obligations
 
There have not been any material changes to United’s contractual obligations since December 31, 2017 .
 
Off-Balance Sheet Arrangements
 
United is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments include commitments to extend credit, letters of credit and financial guarantees.
 
A commitment to extend credit is an agreement to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Letters of credit and financial guarantees are conditional commitments issued to guarantee a customer’s performance to a third party and have essentially the same credit risk as extending loan facilities to customers. Those commitments are primarily issued to local businesses.

67


 
The exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, letters of credit and financial guarantees is represented by the contractual amount of these instruments. United uses the same credit underwriting procedures for making commitments, letters of credit and financial guarantees, as it uses for underwriting on-balance sheet instruments. Management evaluates each customer’s creditworthiness on a case-by-case basis and the amount of the collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may include unimproved and improved real estate, certificates of deposit, personal property or other acceptable collateral.
 
All of these instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The total amount of these instruments does not necessarily represent future cash requirements because a significant portion of these instruments expire without being used. United is not involved in off-balance sheet contractual relationships, other than those disclosed in this report, that could result in liquidity needs or other commitments, or that could significantly affect earnings. See Note 14 to the consolidated financial statements for additional information on off-balance sheet arrangements.

Interest Rate Sensitivity Management
 
The absolute level and volatility of interest rates can have a significant effect on profitability, primarily in United’s core community banking activities of extending loans and accepting deposits. The objective of interest rate risk management is to identify and manage the sensitivity of net interest revenue to changing interest rates, consistent with United’s overall financial goals. Based on economic conditions, asset quality and various other considerations, management establishes tolerance ranges for interest rate sensitivity and manages within these ranges.
 
Net interest revenue and the fair value of financial instruments are influenced by changes in the level of interest rates. United limits its exposure to fluctuations in interest rates through policies developed by the Asset/Liability Management Committee (“ALCO”) and approved by the Board of Directors. ALCO meets periodically and has responsibility for formulating and recommending asset/liability management policies to the Board of Directors, formulating and implementing strategies to improve balance sheet positioning and/or earnings, and reviewing interest rate sensitivity.
 
One of the tools management uses to estimate and manage the sensitivity of net interest revenue to changes in interest rates is an asset/liability simulation model. Resulting estimates are based upon a number of assumptions for each scenario, including loan and deposit re-pricing characteristics and the rate of prepayments. ALCO periodically reviews the assumptions for reasonableness based on historical data and future expectations; however, actual net interest revenue may differ from model results. The primary objective of the simulation model is to measure the potential change in net interest revenue over time using multiple interest rate scenarios. The base scenario assumes rates remain flat and is the scenario to which all others are compared in order to measure the change in net interest revenue. Policy limits are based on immediate rate shock scenarios, as well as gradually rising and falling rate scenarios, which are all compared to the base scenario. Another commonly analyzed scenario is a most-likely scenario that projects the expected change in rates based on the slope of the forward yield curve. Other scenarios analyzed may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements. While the primary policy scenarios focus on a twelve-month time frame, longer time horizons are also modeled.
 
United’s policy is based on the 12-month impact on net interest revenue of interest rate shocks and ramps that increase from 100 to 400 basis points or decrease 100 basis points from the base scenario. In the shock scenarios, rates immediately change the full amount at the scenario onset. In the ramp scenarios, rates change by 25 basis points per month. United’s policy limits the projected change in net interest revenue over the first 12 months to a 5% decrease for each 100 basis point change in the increasing and decreasing rate ramp and shock scenarios. The following table presents the interest sensitivity position at the dates indicated.
 
Table 13 - Interest Sensitivity
 
 
 
Increase (Decrease) in Net Interest Revenue from Base Scenario at
 
 
June 30, 2018
 
December 31, 2017
Change in Rates
 
Shock
 
Ramp
 
Shock
 
Ramp
100 basis point increase
 
(0.26
)%
 
(0.76
)%
 
0.11
 %
 
(0.33
)%
100 basis point decrease
 
(5.58
)
 
(4.03
)
 
(7.37
)
 
(6.24
)
 
Interest rate sensitivity is a function of the re-pricing characteristics of the portfolio of assets and liabilities. These re-pricing characteristics are the time frames within which the interest-earning assets and interest-bearing liabilities are subject to change in interest rates either at replacement, re-pricing or maturity. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and

68


their re-pricing characteristics during periods of changes in market interest rates. Effective interest rate sensitivity management seeks to ensure that both assets and liabilities respond to changes in interest rates on a net basis within an acceptable timeframe, thereby minimizing the potentially adverse effect of interest rate changes on net interest revenue.
 
United has some discretion in the extent and timing of deposit re-pricing depending upon the competitive pressures in the markets in which it operates. Changes in the mix of earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. The interest rate spread between an asset and its supporting liability can vary significantly even when the timing of re-pricing for both the asset and the liability remains the same, due to the two instruments re-pricing according to different indices. This is commonly referred to as basis risk.
 
In order to manage interest rate sensitivity, management uses derivative financial instruments. Derivative financial instruments can be a cost-effective and capital-effective means of modifying the re-pricing characteristics of on-balance sheet assets and liabilities. These contracts generally consist of interest rate swaps under which United pays a variable rate (or fixed rate, as the case may be) and receives a fixed rate (or variable rate, as the case may be). In addition to derivative instruments, management uses a variety of balance sheet instruments to manage interest rate risk such as investment securities, wholesale funding, and bank-issued deposits.
 
Derivative financial instruments that are designated as accounting hedges are classified as either cash flow or fair value hedges. The change in fair value of cash flow hedges is recognized in other comprehensive income. Fair value hedges recognize in earnings both the effect of the change in the fair value of the derivative financial instrument and the offsetting effect of the change in fair value of the hedged asset or liability associated with the particular risk of that asset or liability being hedged. United has other derivative financial instruments that are not designated as accounting hedges but are used for interest rate risk management purposes and as effective economic hedges. Derivative financial instruments that are not accounted for as accounting hedges are marked to market through earnings.
 
From time to time, United will terminate hedging positions when conditions change and the position is no longer necessary to manage overall sensitivity to changes in interest rates. In those situations where the terminated contract was in an effective hedging relationship at the time of termination and the hedging relationship is expected to remain effective throughout the original term of the contract, the resulting gain or loss is amortized over the remaining life of the original contract. For swap contracts, the gain or loss is amortized over the remaining original contract term using the straight line method of amortization. United expects that $361,000 will be reclassified as an increase to interest expense from other comprehensive income over the next twelve months related to these terminated cash flow hedges.
 
United’s policy requires all non-customer facing derivative financial instruments be used only for asset/liability management through the hedging of specific transactions or positions, and not for trading or speculative purposes. Management believes that the risk associated with using derivative financial instruments to mitigate interest rate risk sensitivity is appropriately monitored and controlled and will not have any material adverse effect on financial condition or results of operations. In order to mitigate potential credit risk, from time to time United may require the counterparties to derivative contracts to pledge cash and/or securities as collateral to cover the net exposure.

Liquidity Management
 
The objective of liquidity management is to ensure that sufficient funding is available, at a reasonable cost, to meet ongoing operational cash needs and to take advantage of revenue producing opportunities as they arise. While the desired level of liquidity will vary depending upon a variety of factors, it is the primary goal of United to maintain a sufficient level of liquidity in all expected economic environments. To assist in determining the adequacy of its liquidity, United performs a variety of liquidity stress tests including idiosyncratic, systemic and combined scenarios for both moderate and severe events. Liquidity is defined as the ability to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management involves maintaining the ability to meet the daily cash flow requirements of customers, both depositors and borrowers. United maintains an unencumbered liquid asset reserve to help ensure its ability to meet its obligations under normal conditions for at least a 12-month period and under severely adverse liquidity conditions for a minimum of 30 days.
 
An important part of the Bank’s liquidity resides in the asset portion of the balance sheet, which provides liquidity primarily through loan interest and principal repayments and the maturities and sales of securities, as well as the ability to use these assets as collateral for borrowings on a secured basis. The Bank also maintains excess funds in short-term interest-bearing assets that provide additional liquidity.
 
The Bank’s main source of liquidity is customer interest-bearing and noninterest-bearing deposit accounts. Liquidity is also available from wholesale funding sources consisting primarily of Federal funds purchased, FHLB advances, brokered deposits and securities sold under agreements to repurchase. These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs.
 

69


In addition, because United’s holding company is a separate entity and apart from the Bank, it must provide for its own liquidity. United’s holding company is responsible for the payment of dividends declared for its common shareholders, and interest and principal on any outstanding debt or trust preferred securities. United’s holding company currently has internal capital resources to meet these obligations. While United’s holding company has access to the capital markets, the ultimate source of holding company liquidity is subsidiary service fees and dividends from the Bank, which are limited by applicable law and regulations.
 
At June 30, 2018 , United had cash and cash equivalent balances of $316 million and had sufficient qualifying collateral to increase FHLB advances by $774 million and Federal Reserve discount window borrowing capacity of $1.40 billion. United also has the ability to raise substantial funds through brokered deposits. In addition to these wholesale sources, United has the ability to attract retail deposits by competing more aggressively on pricing.
 
As disclosed in the consolidated statement of cash flows, net cash provided by operating activities was $116 million for the six months ended June 30, 2018 . Net income of $77.3 million for the six month period included non-cash expenses for the following: deferred income tax expense of $ 22.8 million , depreciation, amortization and accretion of $ 17.1 million , provision expense of $5.60 million and stock-based compensation expense of $2.28 million . Other sources of cash from operating activities included an increase in accrued expenses and other liabilities of $12.3 million , offset by an increase in other assets and accrued interest receivable of $18.8 million . Net cash used in investing activities of $124 million consisted primarily of $280 million in purchases of securities of available for sale, cash paid for acquisitions of $56.8 million and a net increase in loans of $117 million . These uses of cash were partially offset by maturities and calls and proceeds from the sale of investment securities available for sale of $174 million and $140 million , respectively. Net cash provided by financing activities of $9.49 million consisted primarily of a net increase in deposits of $159 million , issuance of subordinated debt of $98.2 million and a net increase in FHLB advances of $56.0 million . These sources of cash were partially offset by a net decrease in short-term borrowings of $256 million , cash dividends of $17.5 million and repayments of long-term debt of $30.0 million . In the opinion of management, United’s liquidity position at June 30, 2018 , was sufficient to meet its expected cash flow requirements.

Capital Resources and Dividends
 
Shareholders’ equity at June 30, 2018 was $1.38 billion , an increase of $75.8 million from December 31, 2017 due to shares issued for the NLFC acquisition plus year-to-date earnings less dividends declared and a decrease in the value of available-for-sale securities. Accumulated other comprehensive loss, which includes unrealized gains and losses on securities available-for-sale, the unrealized gains and losses on derivatives qualifying as cash flow hedges and unamortized prior service cost and actuarial gains and losses on United’s modified retirement plan, is excluded in the calculation of regulatory capital adequacy ratios.
 
The following table shows United’s capital ratios, as calculated under applicable regulatory guidelines, at June 30, 2018 and December 31, 2017 . As of June 30, 2018 , capital levels remained characterized as “well-capitalized” under the Basel III Capital Rules in effect at the time.

Table 14 – Capital Ratios
(dollars in thousands)
 
 
Basel III Guidelines
 
United Community Banks, Inc.
(Consolidated)
 
United Community Bank
 
 
Minimum
 
Well
Capitalized
 
June 30, 2018
 
December 31, 2017
 
June 30, 2018
 
December 31, 2017
Risk-based ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
4.5
%
 
6.5
%
 
11.60
%
 
11.98
%
 
13.19
%
 
12.93
%
Tier I capital
 
6.0

 
8.0

 
11.94

 
12.24

 
13.19

 
12.93

Total capital
 
8.0

 
10.0

 
13.83

 
13.06

 
13.88

 
13.63

Leverage ratio
 
4.0

 
5.0

 
9.31

 
9.44

 
10.27

 
9.98

 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital
 
 
 
 
 
$
1,074,861

 
$
1,053,983

 
$
1,220,098

 
$
1,135,728

Tier I capital
 
 
 
 
 
1,106,311

 
1,076,465

 
1,220,098

 
1,135,728

Total capital
 
 
 
 
 
1,281,909

 
1,149,191

 
1,284,064

 
1,196,954

Risk-weighted assets
 
 
 
 
 
9,267,868

 
8,797,387

 
9,252,050

 
8,781,177

Average total assets
 
 
 
 
 
11,887,877

 
11,403,248

 
11,885,069

 
11,385,716

 

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United’s common stock trades on the Nasdaq Global Select Market under the symbol “UCBI”. Below is a quarterly schedule of high, low and closing stock prices and average daily volume for 2018 and 2017.

Table 15 - Stock Price Information
 
 
2018
 
2017
 
 
High
 
Low
 
Close
 
Avg Daily
Volume
 
High
 
Low
 
Close
 
Avg Daily
Volume
First quarter
 
$
33.60

 
$
27.73

 
$
31.65

 
529,613

 
$
30.47

 
$
25.29

 
$
27.69

 
459,018

Second quarter
 
34.18

 
30.52

 
30.67

 
402,230

 
28.57

 
25.39

 
27.80

 
402,802

Third quarter
 
 
 
 
 
 
 
 
 
29.02

 
24.47

 
28.54

 
365,102

Fourth quarter
 
 
 
 
 
 
 
 
 
29.60

 
25.76

 
28.14

 
365,725


Effect of Inflation and Changing Prices
 
A bank’s asset and liability structure is substantially different from that of an industrial firm in that primarily all assets and liabilities of a bank are monetary in nature with relatively little investment in fixed assets or inventories. Inflation has an important effect on the growth of total assets and the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity to assets ratio.
 
Management believes the effect of inflation on financial results depends on United’s ability to react to changes in interest rates, and by such reaction, reduce the inflationary effect on performance. United has an asset/liability management program to manage interest rate sensitivity. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs.

Item 3.    Quantitative and Qualitative Disclosure About Market Risk
 
There have been no material changes in United’s market risk as of June 30, 2018 from that presented in the Annual Report on Form 10-K for the year ended December 31, 2017 . The interest rate sensitivity position at June 30, 2018 is included in Table 13 in management’s discussion and analysis of this report.
 
Item 4.    Controls and Procedures
 
United’s management, including the Chief Executive Officer and Chief Financial Officer, supervised and participated in an evaluation of United’s disclosure controls and procedures as of June 30, 2018 . Based on, and as of the date of that evaluation, United’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective in accumulating and communicating information to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures of that information under the SEC’s rules and forms and that the disclosure controls and procedures are designed to ensure that the information required to be disclosed in reports that are filed or submitted by United under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no significant changes in the internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
 
Part II.    Other Information
 
Item 1. Legal Proceedings
 
In the ordinary course of operations, United and the Bank are defendants in various legal proceedings. Additionally, in the ordinary course of business, United and the Bank are subject to regulatory examinations and investigations. Based on our current knowledge and advice of counsel, in the opinion of management there is no such pending or threatened legal matter which would result in a material adverse change in the consolidated financial condition or results of operations of United.
 
Items 1A. Risk Factors
 
There have been no material changes from the risk factors previously disclosed in United’s Annual Report on Form 10-K for the year ended December 31, 2017 . 

71



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table contains information for shares repurchased during the second quarter of 2018 .
 
(Dollars in thousands, except for per share amounts)
 
Total
Number of
Shares
Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
 
Maximum Number (or
Approximate Dollar
Value) of Shares that May
Yet Be Purchased Under
the Plans or Programs (1)
April 1, 2018 - April 30, 2018
 
—

 
—

 
—

 
36,342

May 1, 2018 - May 31, 2018
 
—

 
—

 
—

 
36,342

June 1, 2018 - June 30, 2018
 
—

 
—

 
—

 
36,342

Total
 
—

 
$
—

 
—

 
$
36,342

 
(1) On March 22, 2016, United announced that its Board of Directors had authorized a program to repurchase up to $50 million of United’s outstanding common stock through December 31, 2017. In November of 2017, the Board of Directors extended this program through December 31, 2018. Under the program, the shares may be repurchased periodically in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program depends on a number of factors, including the market price of United’s common stock, general market and economic conditions, and applicable legal requirements. As of June 30, 2018 , the remaining authorization was $36.3 million .
 
Item 3. Defaults upon Senior Securities – None
 
Item 4. Mine Safety Disclosures – None
 
Item 5. Other Information – None



72


Item 6. Exhibits
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document


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Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
UNITED COMMUNITY BANKS, INC.
 
 
 
/s/ H. Lynn Harton
 
H. Lynn Harton
 
Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
/s/ Jefferson L. Harralson
 
Jefferson L. Harralson
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial Officer)
 
 
 
/s/ Alan H. Kumler
 
Alan H. Kumler
 
Senior Vice President and Chief Accounting Officer
 
(Principal Accounting Officer)
 
 
 
Date:  August 6, 2018
 


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Exhibit 10.1

EXECUTIVE TRANSITION AGREEMENT

THIS EXECUTIVE TRANSITION AGREEMENT (this “ Transition Agreement ”) is made as of the 10th day of May, 2018 (the “ Effective Date ”), by and between UNITED COMMUNITY BANKS, INC. , incorporated under the laws of the state of Georgia (the “ Corporation ”), and Jimmy C. Tallent, a resident of the State of Georgia (“ Tallent ”).

WHEREAS , Tallent currently serves as Chief Executive Officer and Chairman of the Corporation; and

WHEREAS , the Corporation and Tallent desire to set forth their mutual agreement with respect to matters relating to Tallent’s retirement from the position as Chief Executive Officer and Chairman and his continued service, first, as Executive Chairman, then, as consultant, and the terms of Tallent’s transition, compensation and benefits and other matters related thereto;

NOW, THEREFORE , in consideration of the above premises and the mutual agreements hereinafter set forth, the parties hereby agree as follows:

1.      Transition; Duties .

1.1      Executive Chairman . Effective July 1, 2018 (the “ Executive Chairman Transition Date ”), Tallent shall resign as the Chief Executive Officer and Chairman of the Corporation and commence employment as the Executive Chairman of the Corporation. Tallent shall serve as Executive Chairman of the Corporation from the Executive Chairman Transition Date through June 30, 2019; provided, however, that Tallent and the Board of Directors of the Corporation may extend the Executive Chairman Term in one or more consecutive one-year increments by mutual agreement (the original term and any renewal term, being the “ Executive Chairman Term ”) and Tallent may at any time while serving as Executive Chairman resign as Executive Chairman and commence service as consultant pursuant to Section 1.2 below. As Executive Chairman, Tallent shall perform and discharge the duties and responsibilities reasonably assigned to Tallent from time to time by the Board of Directors of the Corporation, which will include only those duties and responsibilities customarily performed by an Executive Chairman including, without limitation, facilitating a smooth transition by providing his knowledge, counsel and advice to his successor; and providing general strategy guidance with respect to the Corporation and United Community Bank (the “ Bank ”, or together with the Corporation, the “ Company ”), including regarding the Company’s organic growth strategy and mergers and acquisitions. Tallent shall also advise the Company with respect to investor, customer, and employee relations. For the avoidance of doubt, during the Executive Chairman Term, Tallent shall be a regular full-time employee of the Corporation.

1.2      Consultant . Effective as of the end of the Executive Chairman Term, as extended, if applicable (the “ Consultant Transition Date ”), and until the three-year anniversary of the Consultant Transition Date if the Consultant Transition Date begins on or before July 1, 2019 or until the two year anniversary of the Consultant Transition Date if the Consultant Transition Date begins thereafter (the “ Consulting Term ”), Tallent shall resign as Executive Chairman and cease employment with the Corporation and shall thereafter serve as a consultant and provide services to the Company in the form of strategic advice as reasonably requested from time to time by the Corporation’s Chief Executive Officer and/or Board of Directors. For the avoidance of doubt, during the Consulting Term, Tallent shall provide services as an independent contractor and not as an employee, agent or representative of the Company. During the Consulting Term, Tallent shall devote sufficient business time and energy in providing consulting services as is reasonably necessary to perform his consulting services, which the Corporation and Tallent anticipate

1

to be no more than 20% of the average level of services performed by Tallent for the Company over the thirty-six months immediately preceding the Consultant Transition Date.

2.     Compensation . Tallent shall receive the following compensation and benefits during the Executive Chairman Term and the Consulting Term (together the “ Term ”), except as otherwise provided below:

2.1     Salary; Compensation for Services . In consideration of his service during the Term and his agreement to the covenants contained in Sections 4-7 of this Agreement during and after the Term:

(a)     During the Executive Chairman Term, Tallent’s annual base salary the “ Base Salary ”) shall be Five Hundred Thousand Dollars ($500,000) per year (the “ Executive Chairman Salary ”) (prorated for any partial year), which amount shall be paid in equal installments throughout the year (no less frequently than monthly) in accordance with the Company’s regular payroll practices and policies during the Executive Chairman Term.

(b)    During the Consulting Term, the Corporation shall pay Tallent Three Hundred and Fifty Thousand Dollars ($350,000) per year (“ Consultant Compensation ”) (prorated for any partial year), which amount shall be paid in equal monthly installments on the 1st business day of each month during the Consulting Term.

2.2     Equity Awards .

(a)     During the Executive Chairman Term, Tallent will be eligible for regular equity awards on the same basis as and no less favorable than generally awarded to executive management of the Company. The target value of the equity awards will be 75% of Tallent’s then-applicable Executive Chairman Salary.

(b)    During the Consulting Term, Tallent shall forego his eligibility for all regular equity awards generally awarded to executive management of the Company; provided, however, that all of Tallent’s outstanding equity awards as of the Consultant Transition Date shall continue to vest and remain outstanding as if Tallent remained employed with the Company notwithstanding this Transition Agreement, the termination of Tallent’s employment or other service with the Company at any time or the terms of such equity awards or the plans under which they were granted providing for expiration of such equity awards in connection with the termination of Tallent’s employment or other service with the Company.

2.3     Business Expenses . The Company shall reimburse Tallent for reasonable and necessary business expenses incurred by Tallent in the performance of his duties and services hereunder in accordance with reimbursement policies of the Company.

2.4     Benefits .

(a)    In addition to the compensation and benefits specifically described in this Transition Agreement, during the Executive Chairman Term, Tallent shall be entitled to such benefits as may be available from time to time to all other executive officers and employees of the Company. All such benefits shall be awarded and administered in accordance with the Company’s standard policies and practices and the terms of such plans. Such benefits may include, by way of example only, retirement, health and disability insurance benefits, sick leave and such other benefits as the Company provides to its executive officers and employees.

2


(b)    During the first eighteen (18) months after the end of the Executive Chairman Term, if Tallent makes a valid Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) election, the Company shall (i) provide Tallent, his spouse and his dependents with continued coverage under the Company’s health plan pursuant to COBRA; and (ii) on behalf of Tallent, his spouse and his dependents, pay (on a monthly basis) Tallent’s and their medical COBRA premiums in the same percentage as the Company pays the premiums for active employees under the Company health plan.

(c)    During the Term, on behalf of Tallent, the Company shall continue to pay Tallent’s split dollar insurance policy premiums pursuant to that certain Split-Dollar Agreement between United Community Banks, Inc. and Jimmy C. Tallent dated June 1, 1994.
2.5     Change in Control Agreement . The parties agree and acknowledge that the Corporation and Tallent previously entered into that certain Amended and Restated Change in Control Severance Agreement (the “ CIC Agreement ”). The Company and Tallent agree that: (i) the CIC Agreement shall remain in effect pursuant to its terms (except as otherwise set forth herein) notwithstanding the terms of this Transition Agreement; (ii) the term of the CIC Agreement will not terminate on Tallent’s termination of employment but shall continue and remain in effect through the Term of this Transition Agreement; (iii) the “Date of Termination” in the CIC Agreement shall be the date upon which Tallent’s employment and consulting service with the Company both cease; (iv) any reference to Tallent’s employment in the CIC Agreement shall be read to refer to Tallent’s employment through the Executive Chairman Term and Tallent’s service as a consultant during the Consulting Term; (v) all references in the CIC Agreement to Tallent’s Base Salary, annual bonus and other benefits shall be read to refer to the comparable items of compensation or benefits being provided to Tallent at the relevant time during the Term if the termination of Tallent’s employment or service during the Term entitles Tallent to the compensation and benefits set forth in the CIC Agreement, and (vi) all of the terms of the CIC Agreement will be read and interpreted so as to extend the protections and benefits of the CIC Agreement to Tallent during the Term to the same extent as entities during Tallent’s employment with the Company prior to the Transition Agreement. In the event Tallent is entitled to compensation or benefits under the CIC Agreement, such compensation or benefits shall be reduced to the extent of any amounts paid to Tallent hereunder after the end of the Term.
2.6     Annual Discretionary Bonus . Tallent shall be eligible to receive, with respect to each calendar year which includes any portion of the Executive Chairman Term, a discretionary bonus determined by the Board of Directors of the Corporation under the Company’s annual incentive plan applicable to executive management based upon Tallent’s contributions to the Company and on the same terms generally applicable to the other executive officers. The target amount of the annual bonus will be 75% of Tallent’s then-applicable Executive Chairman Salary; provided that, for calendar year 2018, the target amount of the annual bonus for Tallent’s services as Chief Executive Officer and Chairman for the first half of the year and as Executive Chairman for the second half of the year will be 75% of the sum of (x) Tallent’s Base Salary for the six (6) months from January 1, 2018 until June 30, 2018 plus (y) Tallent’s Executive Chairman Salary for the six (6) months from July 1, 2018 until December 31, 2018.

2.7     Withholding .

(a)    During the Executive Chairman Term, the Company shall deduct from each payment of compensation for services as Executive Chairman hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, employment and other withholding requirements.

3


(b)    During the Consulting Term, Tallent agrees to pay all taxes due on amounts paid to him for services as a consultant, and is solely responsible for timely remittance to appropriate authorities of all federal, state and local taxes and charges incident to the payment of compensation for such services. Without limitation, the parties hereto agree that the Company shall not be responsible for, nor withhold, any taxes, assessments or other fees incurred by or on behalf of Tallent with respect to his consulting services, including but not limited to federal, state and local withholding taxes.

3.     Termination; Suspension or Reduction of Benefits .

3.1      Termination . During the Term, Tallent’s employment and service under this Transition Agreement may only be terminated as follows:

(a)    By the Board of Directors of the Corporation:

(1)    for Cause; or

(2)     upon Tallent’s Disability and only after the expiration of the Disability Period.

(b)    By Tallent for any or no reason, provided that Tallent shall give the Corporation not less than thirty (30) days’ prior written notice of his intent to effect the termination; or

(c)    At any time upon mutual, written agreement of the parties or automatically upon Tallent’s death.

3.2     Effect of Termination and Timing of Payments .
(a)    Upon the termination of Tallent’s employment and service hereunder for any reason, the Company shall be obligated to pay to Tallent or his estate any Executive Chairman Salary or Consultant Compensation (as applicable) due and owing under Section 2.1 on the effective date of the termination, reimbursement under Section 2.3 of expenses incurred up to the effective date of the Termination, and any compensation and benefits to which Tallent is entitled under the terms of any compensation or benefit plan or agreement in which Tallent participated. Upon the termination of Tallent’s employment and service hereunder by the Board of Directors of the Corporation without Cause, the Company shall be obligated to pay to Tallent in a single lump sum all amounts due pursuant to this Transition Agreement as if such termination had not occurred. In furtherance of the foregoing, (i) if such termination without Cause occurs during the Executive Chairman Term and before June 30, 2019, Tallent shall receive all amounts payable hereunder as Executive Chairman through June 30, 2019 (with any award bonus payable for the year of termination at target, prorated for time employed) and then as a consultant for a three-year Consulting Term that would have began after such Executive Chairman Term, (ii) if such termination without Cause occurs during the Executive Chairman Term beginning on or after July 1, 2019, Tallent shall receive all amounts payable hereunder until the end of the then-applicable Executive Chairman Term and then as a consultant for a two-year Consulting Term that would have began after such Executive Chairman Term, and (iii) if such termination without Cause occurs during the Consulting Term, Tallent shall receive all amounts payable hereunder until the end of such two or three-year Consulting Term as

4

applicable. Tallent’s outstanding equity awards will continue to remain outstanding as provided in Section 2.2 above.
(b)     Notwithstanding any other provision of this Agreement to the contrary, as a condition of the Company’s payment of any amount owed to Tallent under Section 3.2(a) (other than pursuant to the first sentence thereof), Tallent must execute and return to the Company within such period of time following termination as is permitted by the Company (not later than forty-five (45) days following such termination) (and not timely revoke during any revocation period provided pursuant to such release) a customary separation and release agreement in the form provided by the Company. The Company shall provide such separation and release agreement in sufficient time so that if Tallent timely executes and returns such agreement to the Company, the revocation period provided therein shall expire before the date the amounts set forth in Section 3.2(a) are required to be paid.
(c)    All payments pursuant to Section 3.2(a) shall be made no later than the sixtieth (60th) day following Tallent’s termination. Notwithstanding any provision in the Agreement to the contrary, this Transition Agreement shall at all times be interpreted and operated in compliance with the requirements of Code Section 409A, as amended and the standards, regulations or other guidance promulgated thereunder (“ Section 409A ”). Specifically, to the extent necessary to avoid the imposition of tax on Tallent under Section 409A, payments payable upon a termination shall be suspended until six (6) months following the effective date of termination, if, immediately prior to Tallent’s termination, Tallent is a “specified employee” (within the meaning of Section 409A) and Section 409A would require the delay of such payment to avoid any penalties thereunder. Each payment hereunder shall be deemed a separate payment for purposes of Section 409A, and the parties agree that the any payments pursuant to Section 3.2(a) are intended to be exempt from Section 409A as a short-term deferral. The parties intend that no payment pursuant to this Transition Agreement shall give rise to any adverse tax consequences to either party pursuant to Section 409A; however, Tallent acknowledges that the Company does not guarantee any particular tax treatment and that Tallent is solely responsible for any taxes he incurs pursuant to Section 409A or any similar statute or regulations, if any, as a result of this Transition Agreement.
(d)    For purposes of this Transition Agreement and the CIC Agreement, Tallent will be deemed to have terminated his employment and/or service, as applicable, as of the time he incurs a “separation from service” within the meaning of Section 409A.
3.3     Regulatory Matters .

(a)    If Tallent is removed and/or permanently prohibited from participating in the conduct of the Corporation’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“ FDIA ”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of the Corporation under this Transition Agreement shall terminate, as of the effective date of such order, except for the payment of amounts due and owing under Section 2.1 on the effective date of said order, and reimbursement of expenses incurred as of the effective date of termination.

(b)    If Tallent is suspended and/or temporarily prohibited from participating in the conduct of the Company’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of the Corporation under this Transition Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Corporation shall (1) pay Tallent all or part of the compensation

5

withheld while its contract obligations were suspended and (2) reinstate (in whole or in part) any of its obligations which were suspended.

(c)    If the Corporation is in default as defined in Section 3(x)(1) of the FDIA, all obligations under this Transition Agreement shall terminate as of the date of default, but the vested rights of the parties shall not be affected.

(d)    All obligations under this Transition Agreement shall be terminated, except to the extent a determination is made that continuation of the contract is necessary for the continued operation of the Corporation (1) by the director of the Federal Deposit Insurance Corporation (the “ FDIC ”) or his or her designee (the “ Director ”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Corporation under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of the Corporation when the Corporation is determined by the Director to be in an unsafe and unsound condition. Any rights of Tallent that have already vested, however, shall not be affected by such action.

(e)    Notwithstanding anything herein contained to the contrary, any payments to Tallent by the Corporation pursuant to this Transition Agreement are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. Section 1828(k)), and the regulations promulgated thereunder in 12 C.F.R. Part 359 or otherwise.

4.
Employer Information .

4.1     Ownership of Employer Information . All Corporation Information received or developed by Tallent during the Term will remain the sole and exclusive property of the Corporation.

4.2     Obligations of Tallent . Tallent agrees:

(a)    to hold Corporation Information in strictest confidence;

(b)    not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Corporation Information or any physical embodiments of Corporation Information; and

(c)    in any event, not to take any action causing or fail to take any action necessary in order to prevent any Corporation Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret.

In the event that Tallent is required by law to disclose any Corporation Information, Tallent will not make such disclosure unless (and then only to the extent that) Tallent has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Corporation when Tallent becomes aware that such disclosure has been requested and is required by law. This Section shall survive for a period of two (2) years following termination of this Transition Agreement for any reason with respect to Confidential Information, and shall survive termination of this Transition Agreement for any reason for so long as is permitted by applicable law, with respect to Trade Secrets. Tallent shall have the right to disclose in confidence Trade Secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Tallent shall also have the right to disclose Trade Secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Transition Agreement

6

is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

4.3     Delivery upon Request or Termination . Upon request by the Corporation, and in any event upon Tallent’s termination of employment and service pursuant to Section 3.1, Tallent shall promptly deliver to the Corporation all property belonging to the Corporation and its Affiliates, including, without limitation, all Corporation Information then in Tallent’s possession or control.

5.
Non-Competition . Tallent agrees that during the Term and for a period of one (1) year thereafter, Tallent will not (except on behalf of or with the prior written consent of the Corporation), within the Area, either directly or indirectly, on Tallent’s own behalf or in the service or on behalf of others, perform for any Competing Business services which are the same as the services Tallent provided for the Corporation.

6. Non-Solicitation of Customers . Tallent agrees that during the Term and for a period of two (2) years thereafter, Tallent will not (except on behalf of or with the prior written consent of the Corporation) on Tallent’s own behalf or in the service or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate, any business from any of the Company’s customers, including prospective customers actively sought by the Company, with whom Tallent had material contact during the last two (2) years of Tallent’s employment, for purposes of providing products or services that are competitive with those provided by the Company.

7. Non-Solicitation of Employees . Tallent agrees that during the Term and for a period of two (2) years thereafter, Tallent will not on Tallent’s own behalf or in the service or on behalf of others, solicit, recruit or hire away or attempt to solicit, recruit or hire away, any employee of the Company with whom Tallent had material contact during the last two (2) years of Tallent’s employment.

8. Remedies . Tallent agrees that the covenants contained in Sections 4 through 7 of this Transition Agreement are of the essence of this Transition Agreement; that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Company, and that irreparable loss and damage will be suffered by the Company should Tallent breach any of the covenants. Therefore, Tallent agrees and consents that, in addition to all the remedies provided by law or in equity, the Corporation shall be entitled to a temporary restraining order and temporary and permanent injunctions to prevent a breach or contemplated breach of any of the covenants. The Corporation and Tallent agree that all remedies available to the Corporation or Tallent, as applicable, shall be cumulative.

9. Severability . The parties agree that each of the provisions included in this Transition Agreement is separate, distinct and severable from the other provisions of this Transition Agreement and that the invalidity or unenforceability of any Agreement provision shall not affect the validity or enforceability of any other provision of this Transition Agreement. Further, if any provision of this Transition Agreement is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between the provision and any applicable law or public policy, the provision shall be redrawn to make the provision consistent with, and valid and enforceable under, the law or public policy.

10. No Set-Off by Tallent . The existence of any claim, demand, action or cause of action by Tallent against the Corporation whether predicated upon this Transition Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of any of its rights hereunder.


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11. Notice . All notices, requests, waivers and other communications required or permitted hereunder shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

If to the Corporation:
United Community Banks, Inc.
2 West Washington Street
Greenville, SC 29601
Attention: Chief Executive Officer

If to Tallent:    
Jimmy C. Tallent
544 Ket Hedden Road
Hiawassee, GA 30546

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. All such notices, requests, waivers and other communications shall be deemed to have been effectively given: (a) when personally delivered to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c) five (5) business days after deposit in the United States Mail postage prepaid by certified or registered mail with return receipt requested at any time other than during a general discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice, request, waiver or other communication shall be effectively given upon receipt) and addressed to the party to be notified as set forth above; or (d) one (1) business day after deposit with a national overnight delivery service, postage prepaid, addressed to the party to be notified as set forth above with next-business-day delivery guaranteed. A party may change its or his notice address given above by giving the other party ten (10) days’ written notice of the new address in the manner set forth above.

12. Assignment . The rights and obligations of the Corporation under this Transition Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Corporation, as applicable, including without limitation, a purchaser of all or substantially all the assets of the Corporation. If the Agreement is assigned pursuant to the foregoing sentence, the assignment shall be by novation and the Corporation shall have no further liability hereunder, and the successor or assign, as applicable, shall become the employer hereunder, but Tallent will not be deemed to have experienced a termination of employment or service by virtue of such assignment. The Agreement is a personal contract and the rights and interest of Tallent may not be assigned by Tallent. This Transition Agreement shall inure to the benefit of and be enforceable by Tallent and Tallent’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

13. Waiver . A waiver by one party to this Transition Agreement of any breach of this Transition Agreement by the other party to this Transition Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or another breach on a subsequent occasion.

14. Applicable Law and Choice of Forum . This Transition Agreement shall be construed and enforced under and in accordance with the laws of the State of Georgia. The parties agree that any appropriate state court located in Union County, Georgia or federal district court having jurisdiction over Union County, Georgia shall have exclusive jurisdiction of any case or controversy arising under or in connection with this Transition Agreement and shall be a proper forum in which to adjudicate such case or controversy. The parties consent and waive any objection to the jurisdiction or venue of such courts.


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15. Interpretation . Words importing any gender include all genders. Words importing the singular form shall include the plural and vice versa. The terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof” and any similar terms refer to this Transition Agreement. Any captions, titles or headings preceding the text of any article, section or subsection herein are solely for convenience of reference and shall not constitute part of this Transition Agreement or affect its meaning, construction or effect.

16. Entire Agreement . This Transition Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Transition Agreement. No amendment or modification of this Transition Agreement shall be valid or binding upon the Corporation, or Tallent unless made in writing and signed by all parties. All prior understandings and agreements relating to the subject matter of this Transition Agreement are hereby expressly terminated.

17. Rights of Third Parties . Nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the parties hereto and their permitted assigns, any rights or remedies under or by reason of this Transition Agreement.

18. Survival . The obligations of Tallent and the Company shall survive Tallent’s termination of employment and/or service and termination or expiration of this Transition Agreement for the period designated under each respective section.

19. Representation Regarding Restrictive Covenants . Tallent represents that Tallent is not and will not become a party to any non-competition or non-solicitation agreement or any other agreement which would prohibit Tallent from entering into this Transition Agreement or providing the services for the Corporation contemplated by this Transition Agreement on or after the Effective Date. In the event Tallent is subject to any such agreement, this Transition Agreement shall be rendered null and void and the Corporation shall have no obligations to Tallent under this Transition Agreement.

20.
Definitions . Whenever used in this Transition Agreement, the following terms and their variant forms shall have the meanings set forth below:

(a)     “ Affiliate ” shall mean any entity which controls another entity, is controlled by or is under common control with another entity. For this purpose, “control” means ownership of more than fifty percent (50%) of the ordinary voting power of the outstanding equity securities of an entity.

(b)     “ Agreement ” shall mean this Transition Agreement and any exhibits incorporated herein together with any amendments hereto made in the manner described in this Transition Agreement.

(c)     “ Area ” shall mean the geographic area within a twenty (20) mile radius of any branch location or other office of the Company. It is the express intent of the parties that the Area as defined herein is the area where Tallent performs services on behalf of the Company under this Transition Agreement.

(d)     “ Business of the Corporation ” shall mean the business conducted by the Company, which is commercial and consumer banking.
    
(e)     “ Cause ” shall mean:

(1)    A material breach of the terms of this Transition Agreement by Tallent, including, without limitation, the willful and intentional failure by Tallent to perform in any material respect

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Tallent’s duties and responsibilities in the manner and to the extent required under this Transition Agreement;

(2)    Conduct by Tallent that amounts to fraud, dishonesty, misappropriation (including, without limitation, the use of funds of the Company for personal or other non-business purposes), disloyalty or willful misconduct in the performance of Tallent’s duties and responsibilities hereunder;

(3)    Indictment or its equivalent or conviction of Tallent of a crime involving breach of trust or moral turpitude or any felony;

(4)     Fraudulent, dishonest, or inappropriate action by Tallent which would, in the reasonable judgment of the Board of Directors of the Corporation, have a materially adverse impact on the reputation of the Company;

(5)    Conduct by Tallent that amounts to gross and willful insubordination or gross negligence in the performance of his duties and responsibilities hereunder;

(6)    Receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over the Company intends to institute any form of formal or informal regulatory action against Tallent or the Company, provided that the Board of Directors of the Corporation determines in good faith that such action involves acts or omissions by or under the supervision of Tallent or that his Termination could materially advance the Company’s compliance with the purpose of the action or would materially assist the Company in avoiding or reducing the restrictions or adverse effect to the Company related to the regulatory action;

(7)    Tallent purchasing securities in any corporation that results in Tallent collectively owning beneficially at any time five percent (5%) or more of the equity securities of any Competing Business; or

(8)    Tallent’s removal and/or permanent prohibition by bank regulatory authorities from participating in the conduct of the affairs of the Corporation.

(f)     “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(g)     “ Competing Business ” shall mean any entity (other than the Corporation or its Affiliates) that is conducting any business that is the same or substantially the same as any Business of the Company.

(h)     “ Confidential Information ” means data and information relating to the business of the Corporation and its Affiliates (which does not rise to the status of a Trade Secret) which is or has been disclosed to Tallent or of which Tallent became aware as a consequence of or through Tallent’s relationship to the Corporation and its Affiliates and which has value to the Corporation and its Affiliates and is not generally known to its competitors. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Corporation or its Affiliates, provided that such public disclosure shall not be deemed to be voluntary when made without authorization by Tallent or any other employee of Corporation or an Affiliate, or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(i)     “ Disability ” shall mean Tallent’s physical or mental disability or incapacity which would constitute a disability under an accident and health plan maintained by the Corporation that provides income

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replacement benefits and in which Tallent participates or, if the Corporation does not maintain such a plan or Tallent does not participate therein, Tallent’s inability to perform the essential functions of Tallent’s job with or without reasonable accommodation as a result of a physical or mental disability or incapacity.

(j)     “ Disability Period ” shall mean the period beginning on the date the Corporation determines that Tallent is subject to a condition that constitutes a Disability and ending on either the date that is six (6) months after such determination or the date Tallent begins receiving income replacement benefits under any long-term disability policy maintained by the Company, whichever occurs first, provided in either case Tallent has not returned to employment or other service.

(k)     “ Corporation Information ” means Confidential Information and Trade Secrets.

(l)     “ Term ” shall mean the period the Agreement is in effect pursuant to Section 2.1.
(m)     “ Termination ” shall mean a termination of Tallent’s employment as an employee or engagement as a consultant.
(n)     “ Trade Secrets ” means information of the Corporation or an Affiliate including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers which:

(i)    derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(ii)    is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

IN WITNESS WHEREOF , the Corporation, and Tallent have executed and delivered this Transition Agreement as of the date first shown above.

UNITED COMMUNITY BANKS, INC.

    
By:     /s/ L. Cathy Cox            
L. Cathy Cox
Chair, Compensation Committee and Nominating/Corporate Governance Committee of the Board of Directors



/s/ Jimmy C. Tallent                
Jimmy C. Tallent


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Exhibit 31.1
 
I, H. Lynn Harton, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of United Community Banks, Inc. (the “Registrant”);
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
By:  
/s/ H. Lynn Harton
 
 
H. Lynn Harton
 
 
Chief Executive Officer of the Registrant
 
 
 
 
Date:  August 6, 2018
 
 





Exhibit 31.2
 
I, Jefferson L. Harralson, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of United Community Banks, Inc. (the “Registrant”);
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 
 
 
By:  
/s/ Jefferson L. Harralson
 
 
Jefferson L. Harralson
 
 
Executive Vice President and Chief Financial Officer of the Registrant
 
 
 
 
Date:  August 6, 2018
 
 





Exhibit 32
 
CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of United Community Banks, Inc. (“United”) on Form 10-Q for the period ending June 30, 2018 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Lynn Harton, Chief Executive Officer of United, and I, Jefferson L. Harralson, Executive Vice President and Chief Financial Officer of United, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of United.
 
By:
/s/ H. Lynn Harton
 
 
H. Lynn Harton
 
 
Chief Executive Officer
 
 
 
 
By:
/s/ Jefferson L. Harralson
 
 
Jefferson L. Harralson
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Date:  August 6, 2018