SEC Filing | United Community Banks, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2014

o 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 x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YES o NO x

Common stock, par value $1 per share 50,062,635 shares voting and 10,080,787 shares non-voting outstanding as of July 31, 2014.


INDEX

PART I - Financial Information

	Item 1.	Financial Statements.

		Consolidated Statement of Income (unaudited) for the Three and Six Months Ended June 30, 2014 and 2013	3

		Consolidated Statement of Comprehensive Income (unaudited) for the Three and Six Months Ended June 31, 2014 and 2013	4

		Consolidated Balance Sheet (unaudited) at June 30, 2014, December 31, 2013 and June 30, 2013	5

		Consolidated Statement of Changes in Shareholders’ Equity (unaudited) for the Six Months Ended June 30, 2014 and 2013	6

		Consolidated Statement of Cash Flows (unaudited) for the Six Months Ended June 30, 2014 and 2013	7

		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	36

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	59

	Item 4.	Controls and Procedures.	59

PART II - Other Information

	Item 1.	Legal Proceedings.	60
	Item 1A.	Risk Factors.	60
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	60
	Item 3.	Defaults Upon Senior Securities.	60
	Item 4.	Mine Safety Disclosures.	60
	Item 5.	Other Information.	60
	Item 6.	Exhibits.	61

Part I – Financial Information

Item 1 – Financial Statements

UNITED COMMUNITY BANKS, INC.

Consolidated Statement of Income (Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2014			2013			2014			2013
Interest revenue:
Loans, including fees	$	48,261		$	50,730		$	95,949		$	101,665
Investment securities, including tax exempt of $193, $210, $381 and $422		12,165			10,074			23,772			20,018
Deposits in banks and short-term investments		980			916			1,823			1,786
Total interest revenue		61,406			61,720			121,544			123,469
Interest expense:
Deposits:
NOW		411			419			851			873
Money market		757			534			1,320			1,096
Savings		21			36			41			72
Time		2,018			2,950			3,789			6,241
Total deposit interest expense		3,207			3,939			6,001			8,282
Short-term borrowings		908			522			1,748			1,038
Federal Home Loan Bank advances		80			30			138			49
Long-term debt		2,638			2,666			5,272			5,328
Total interest expense		6,833			7,157			13,159			14,697
Net interest revenue		54,573			54,563			108,385			108,772
Provision for credit losses		2,200			48,500			4,700			59,500
Net interest revenue after provision for credit losses		52,373			6,063			103,685			49,272
Fee revenue:
Service charges and fees		8,527			7,972			16,425			15,375
Mortgage loan and other related fees		1,877			3,003			3,231			5,658
Brokerage fees		1,245			1,063			2,422			1,830
Securities gains, net		4,435			—			4,652			116
Loss from prepayment of debt		(4,446	)		—			(4,446	)		—
Other		2,505			3,905			4,035			5,875
Total fee revenue		14,143			15,943			26,319			28,854
Total revenue		66,516			22,006			130,004			78,126
Operating expenses:
Salaries and employee benefits		24,287			24,734			48,683			48,326
Communications and equipment		3,037			3,468			6,276			6,514
Occupancy		3,262			3,449			6,640			6,816
Advertising and public relations		1,139			1,037			1,765			1,975
Postage, printing and supplies		804			894			1,580			1,757
Professional fees		2,172			2,499			3,599			4,865
Foreclosed property		102			5,151			218			7,484
FDIC assessments and other regulatory charges		1,425			2,505			2,778			5,010
Amortization of intangibles		361			491			748			1,196
Other		3,943			4,595			7,295			8,650
Total operating expenses		40,532			48,823			79,582			92,593
Net income (loss) before income taxes		25,984			(26,817	)		50,422			(14,467	)
Income tax expense (benefit)		9,627			(256,781	)		18,665			(256,196	)
Net income		16,357			229,964			31,757			241,729
Preferred stock dividends and discount accretion		—			3,055			439			6,107
Net income available to common shareholders	$	16,357		$	226,909		$	31,318		$	235,622
Earnings per common share:
Basic	$	.27		$	3.90		$	.52		$	4.05
Diluted		.27			3.90			.52			4.05
Weighted average common shares outstanding:
Basic		60,712			58,141			60,386			58,111
Diluted		60,714			58,141			60,388			58,111

See accompanying notes to consolidated financial statements.


UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Comprehensive Income (Unaudited)

(in thousands)	Three Months Ended June 30,									Six Months Ended June 30,
				Tax									Tax
	Before-tax			(Expense)			Net of Tax			Before-tax			(Expense)			Net of Tax
2014	Amount			Benefit			Amount			Amount			Benefit			Amount
Net income	$	25,984		$	(9,627	)	$	16,357		$	50,422		$	(18,665	)	$	31,757
Other comprehensive income:
Unrealized gains (losses) on available-for-sale securities:
Unrealized holding gains (losses) arising during period		11,184			(4,216	)		6,968			15,053			(5,657	)		9,396
Reclassification adjustment for gains included in net income		(4,435	)		1,725			(2,710	)		(4,652	)		1,817			(2,835	)
Net unrealized gains (losses)		6,749			(2,491	)		4,258			10,401			(3,840	)		6,561
Amortization of gains included in net income on available-for-sale securities transferred to held-to-maturity		409			(154	)		255			739			(277	)		462
Net unrealized gains		409			(154	)		255			739			(277	)		462
Amounts reclassified into net income on cash flow hedges		573			(223	)		350			670			(261	)		409
Unrealized losses on derivative financial instruments accounted for as cash flow hedges		(3,547	)		1,380			(2,167	)		(6,379	)		2,482			(3,897	)
Net unrealized losses		(2,974	)		1,157			(1,817	)		(5,709	)		2,221			(3,488	)
Net actuarial gain on defined benefit pension plan		—			—			—			296			(115	)		181
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan		92			(36	)		56			183			(71	)		112
Net defined benefit pension plan activity		92			(36	)		56			479			(186	)		293
Total other comprehensive income		4,276			(1,524	)		2,752			5,910			(2,082	)		3,828
Comprehensive income	$	30,260		$	(11,151	)	$	19,109		$	56,332		$	(20,747	)	$	35,585
2013
Net (loss) income	$	(26,817	)	$	256,781		$	229,964		$	(14,467	)	$	256,196		$	241,729
Other comprehensive income (loss):
Unrealized (losses) gains on available-for-sale securities:
Unrealized holding gains (losses) arising during period		(15,358	)		5,798			(9,560	)		(13,717	)		5,177			(8,540	)
Reclassification adjustment for gains included in net income		—			—			—			(116	)		45			(71	)
Adjustment of valuation allowance for the change in deferred taxes arising from unrealized gains and losses on available-for-sale securities and release of valuation allowance		—			(3,526	)		(3,526	)		—			(2,950	)		(2,950	)
Net unrealized gains (losses)		(15,358	)		2,272			(13,086	)		(13,833	)		2,272			(11,561	)

Amortization of gains included in net income on available-for-sale securities transferred to held-to-maturity		(271	)		103			(168	)		(590	)		227			(363	)
Adjustment of valuation allowance for the change in deferred taxes arising from the amortization of gains included in net income (loss) on available-for-sale securities transferred to held-to-maturity and release of valuation allowance		—			1,415			1,415			—			1,293			1,293
Net unrealized losses		(271	)		1,518			1,247			(590	)		1,520			930
Amounts reclassified into net income on cash flow hedges		(306	)		119			(187	)		(844	)		328			(516	)
Unrealized gains on derivative financial instruments accounted for as cash flow hedges		11,672			(4,540	)		7,132			12,102			(4,707	)		7,395
Adjustment of valuation allowance for the change in deferred taxes arising from unrealized gains and losses and amortization of gains included in net income on cash flow hedges and release of valuation allowance		—			13,740			13,740			—			13,698			13,698
Net unrealized gains		11,366			9,319			20,685			11,258			9,319			20,577
Net actuarial loss on defined benefit pension plan		—			—			—			(415	)		161			(254	)
Amortization of prior service cost and actuarial losses included in net periodic pension cost for defined benefit pension plan		133			(52	)		81			265			(103	)		162
Adjustment of valuation allowance for the change in deferred taxes arising from reclassification of unamortized prior service cost and actuarial losses and amortization of prior service cost and actuarial losses and release of valuation allowance		—			110			110			—			—			—
Net defined benefit pension plan activity		133			58			191			(150	)		58			(92	)
Total other comprehensive income (loss)		(4,130	)		13,167			9,037			(3,315	)		13,169			9,854
Comprehensive income	$	(30,947	)	$	269,948		$	239,001		$	(17,782	)	$	269,365		$	251,583

See accompanying notes to consolidated financial statements.


UNITED COMMUNITY BANKS, INC.
Consolidated Balance Sheet (Unaudited)

	June 30,			December 31,			June 30,
(in thousands, except share and per share data)	2014			2013			2013
ASSETS
Cash and due from banks	$	91,791		$	71,230		$	62,564
Interest-bearing deposits in banks		100,270			119,669			141,016
Short-term investments		47,999			37,999			57,000
Cash and cash equivalents		240,060			228,898			260,580
Securities available for sale		1,741,268			1,832,217			1,937,264
Securities held to maturity (fair value $458,864, $485,585 and $226,695)		448,752			479,742			214,947
Mortgage loans held for sale		14,918			10,319			19,150
Loans, net of unearned income		4,410,285			4,329,266			4,189,368
Less allowance for loan losses		(73,248	)		(76,762	)		(81,845	)
Loans, net		4,337,037			4,252,504			4,107,523
Assets covered by loss sharing agreements with the FDIC		3,595			22,882			35,675
Premises and equipment, net		161,614			163,589			167,197
Bank owned life insurance		80,922			80,670			82,276
Accrued interest receivable		19,141			19,598			19,279
Intangible assets		2,731			3,480			4,315
Foreclosed property		2,969			4,221			3,936
Net deferred tax asset		233,149			258,518			272,287
Derivative financial instruments		22,024			23,833			9,017
Other assets		43,886			44,948			29,189
Total assets	$	7,352,066		$	7,425,419		$	7,162,635
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Demand	$	1,519,635		$	1,388,512		$	1,349,804
NOW		1,334,883			1,427,939			1,225,664
Money market		1,245,912			1,227,575			1,167,889
Savings		279,203			251,125			247,821
Time:
Less than $100,000		805,289			892,961			982,009
Greater than $100,000		554,310			588,689			664,112
Brokered		424,313			424,704			374,530
Total deposits		6,163,545			6,201,505			6,011,829
Short-term borrowings		76,256			53,241			54,163
Federal Home Loan Bank advances		175,125			120,125			70,125
Long-term debt		129,865			129,865			124,845
Derivative financial instruments		36,545			46,232			29,330
Unsettled securities purchases		7,264			29,562			1,582
Accrued expenses and other liabilities		41,497			49,174			41,458
Total liabilities		6,630,097			6,629,704			6,333,332
Shareholders’ equity:
Preferred stock, $1 par value; 10,000,000 shares authorized;
Series A; $10 stated value; 0, 0 and 21,700 shares issued and outstanding		—			—			217
Series B; $1,000 stated value; 0, 105,000 and 180,000 shares issued and outstanding		—			105,000			179,323
Series D; $1,000 stated value; 0, 16,613 and 16,613 shares issued and outstanding		—			16,613			16,613
Common stock, $1 par value; 100,000,000 shares authorized; 50,058,295, 46,243,345 and 43,356,492 shares issued and outstanding		50,058			46,243			43,356
Common stock, non-voting, $1 par value; 26,000,000 shares authorized; 10,080,787, 13,188,206 and 14,474,810 shares issued and outstanding		10,081			13,188			14,475
Common stock issuable; 314,039, 241,832 and 271,215 shares		4,649			3,930			4,705
Capital surplus		1,091,780			1,078,676			1,057,931
Accumulated deficit		(418,583	)		(448,091	)		(473,531	)
Accumulated other comprehensive loss		(16,016	)		(19,844	)		(13,786	)
Total shareholders’ equity		721,969			795,715			829,303
Total liabilities and shareholders’ equity	$	7,352,066		$	7,425,419		$	7,162,635

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC.

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

For the Six Months Ended June 30,


																							Accumulated
	Preferred Stock										Non-Voting			Common									Other
(in thousands, except share	Series		Series			Series			Common		Common			Stock			Capital			Accumulated			Comprehensive
and per share data)		A		B			D		Stock		Stock			Issuable			Surplus			Deficit			Income (Loss)			Total
Balance, December 31, 2012	$	217	$	178,557		$	16,613		$	42,424	$	15,317		$	3,119		$	1,057,951		$	(709,153	)	$	(23,640	)	$	581,405
Net income																					241,729						241,729
Other comprehensive income																								9,854			9,854
Common stock issued to dividend reinvestment plan and employee benefit plans (35,667 shares)										35								348									383
Conversion of non-voting common stock to voting (841,984 shares)										842		(842	)														—
Amortization of stock options and restricted stock awards																		1,359									1,359
Vesting of restricted stock (50,450 shares issued, 133,914 shares deferred)										50					1,934			(2,161	)								(177	)
Deferred compensation plan, net, including dividend equivalents															91												91
Shares issued from deferred compensation plan (4,521 shares)										5					(439	)		434									—
Preferred stock dividends:
Series A																					(6	)					(6	)
Series B				766																	(5,266	)					(4,500	)
Series D																					(835	)					(835	)
Balance, June 30, 2013	$	217	$	179,323		$	16,613		$	43,356	$	14,475		$	4,705		$	1,057,931		$	(473,531	)	$	(13,786	)	$	829,303
Balance, December 31, 2013	$	—	$	105,000		$	16,613		$	46,243	$	13,188		$	3,930		$	1,078,676		$	(448,091	)	$	(19,844	)	$	795,715
Net income																					31,757						31,757
Other comprehensive income																								3,828			3,828
Redemption of Series B preferred stock (105,000 shares)				(105,000	)																						(105,000	)
Redemption of Series D preferred stock (16,613 shares)							(16,613	)																			(16,613	)
Cash dividends declared on common stock ($.03 per share)																					(1,810	)					(1,810	)
Common stock issued at market (640,000 shares)										640								11,566									12,206
Common stock issued to dividend reinvestment plan and to employee benefit plans (19,299 shares)										19								309									328
Conversion of non-voting common stock to voting (3,107,419 shares)										3,107		(3,107	)														—
Amortization of stock options and restricted stock awards																		2,228									2,228
Vesting of restricted stock, net of shares surrendered to cover payroll taxes (40,751 shares issued, 72,797 shares deferred)										41					749			(1,140	)								(350	)
Deferred compensation plan, net, including dividend equivalents															119												119
Shares issued from deferred compensation plan (7,481 shares)										8					(149	)		141									—
Preferred stock dividends:
Series B																					(159	)					(159	)
Series D																					(280	)					(280	)
Balance, June 30, 2014	$	—	$	—		$	—		$	50,058	$	10,081		$	4,649		$	1,091,780		$	(418,583	)	$	(16,016	)	$	721,969

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC.

Consolidated Statement of Cash Flows (Unaudited)


	Six Months Ended June 30,
(in thousands)	2014			2013
Operating activities:
Net income	$	31,757		$	241,729
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		9,966			14,574
Provision for credit losses		4,700			59,500
Stock based compensation		2,228			1,359
Deferred income tax expense (benefit)		18,716			(258,987	)
Securities gains, net		(4,652	)		(116	)
Loss on prepayment of borrowings		4,446			—
Net (gains) losses on sales of foreclosed property		(362	)		5,460
Changes in assets and liabilities:
Other assets and accrued interest receivable		(2,567	)		12,872
Accrued expenses and other liabilities		(19,691	)		19,487
Mortgage loans held for sale		(4,599	)		9,671
Net cash provided by operating activities		39,942			105,549
Investing activities:
Investment securities held-to-maturity:
Proceeds from maturities and calls		31,159			33,141
Purchases		(173	)		(4,993	)
Investment securities available-for-sale:
Proceeds from sales		390,227			15,751
Proceeds from maturities and calls		111,378			260,967
Purchases		(411,443	)		(397,907	)
Net increase in loans		(55,199	)		(203,903	)
Proceeds from note sales		4,561			91,913
Cash paid for acquisition		(31,243	)		—
Funds collected from FDIC under loss sharing agreements		2,112			3,714
Proceeds from sales of premises and equipment		2,392			1,547
Purchases of premises and equipment		(1,934	)		(4,488	)
Proceeds from sale of other real estate		5,877			21,815
Net cash provided by (used in) investing activities		47,714			(182,443	)
Financing activities:
Net change in deposits		(37,960	)		59,689
Net change in short-term borrowings		18,569			1,589
Proceeds from Federal Home Loan Bank advances		560,000			485,000
Repayment of Federal Home Loan Bank advances		(505,000	)		(455,000	)
Proceeds from issuance of common stock for dividend reinvestment and employee benefit plans		328			383
Retirement of preferred stock		(121,613	)		—
Issuance of common stock		12,206			—
Cash dividends on common stock		(1,810	)		—
Cash dividends on preferred stock		(1,214	)		(5,336	)
Net cash (used in) provided by financing activities		(76,494	)		86,325
Net change in cash and cash equivalents		11,162			9,431
Cash and cash equivalents at beginning of period		228,898			251,149
Cash and cash equivalents at end of period	$	240,060		$	260,580
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	13,558		$	16,768
Income taxes		2,044			2,355
Unsettled securities purchases		7,264			1,582
Transfers of loans to foreclosed property		6,054			15,721

See accompanying notes to consolidated financial statements.

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 of America (“GAAP”) and general banking industry practices. The accompanying interim consolidated financial statements have not been audited. All material intercompany balances and transactions have been eliminated. 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, 2013.

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 presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods.

Reclassifications

Certain 2013 amounts have been reclassified to conform to the 2014 presentation. During the fourth quarter of 2013, United reclassified hedge ineffectiveness gains and losses from other fee revenue to net interest revenue. The impact of the reclassification has been reflected in all periods and was not material to any period.

Note 2 –Accounting Standards Updates and 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 is effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and will be applied retrospectively either to each prior reporting period or with a cumulative effect recognized at the date of initial application. United is in the process of evaluating this guidance, but its effect on United’s financial condition or results of operations is not expected to be material.

In June 2014, FASB issued ASU No. 2014-11, Repurchase-to-Maturity Transactions, Repurchase Financings and Disclosures. This ASU changes the accounting for repurchase-to-maturity transactions to secured borrowing accounting. For repurchase financing arrangements, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty, which will result in secured borrowing accounting. The ASU also requires new disclosures for repurchase agreements, securities lending transactions and repurchase-to-maturity transactions. The Update is effective for the first interim or annual period beginning after December 15, 2014. United is currently evaluating the guidance’s impact on its financial position, results of operation and disclosures.

In June 2014, FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in estimating the grant-date fair value of the award. The standard is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. This guidance is not expected to have a material impact on United’s financial position, results of operations or disclosures.

Note 3 – Acquisition

On June 26, 2014, United completed the acquisition of substantially all of the assets of Business Carolina, Inc., a specialty SBA/USDA lender headquartered in Columbia, South Carolina. United is still in the process of determining the values of the assets acquired. On the closing date, United paid $31.2 million in cash for loans of $26.2 million, accrued interest of $83,000, servicing rights of $2.13 million and premises and equipment of $2.84 million. Final settlement, which is not expected to be materially different from the initial settlement, is scheduled to occur within 60 days of closing. United has not identified any material separately identifiable intangible assets resulting from the acquisition.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note 4 – Balance Sheet Offsetting

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 June 30, 2014, December 31, 2013 and June 30, 2013 (in thousands).


					Gross
	Gross				Amounts							Gross Amounts not Offset
	Amounts of				Offset on the							in the Balance Sheet
	Recognized				Balance				Net Asset			Financial				Collateral
June 30, 2014	Assets				Sheet				Balance			Instruments				Received				Net Amount

Repurchase agreements / reverse repurchase agreements		$	420,000			$	(375,000	)		$	45,000		$	—			$	(48,933	)		$	—
Derivatives			22,024				—				22,024			(1,962	)			(162	)			19,900
Total		$	442,024			$	(375,000	)		$	67,024		$	(1,962	)		$	(49,095	)		$	19,900
Weighted average interest rate of reverse repurchase agreements			1.09	%

					Gross
	Gross				Amounts							Gross Amounts not Offset
	Amounts of				Offset on the				Net			in the Balance Sheet
	Recognized				Balance				Liability			Financial				Collateral
	Liabilities				Sheet				Balance			Instruments				Pledged				Net Amount

Repurchase agreements / reverse repurchase agreements		$	375,000			$	(375,000	)		$	—		$	—			$	—			$	—
Derivatives			36,545				—				36,545			(1,962	)			(35,245	)			—
Total		$	411,545			$	(375,000	)		$	36,545		$	(1,962	)		$	(35,245	)		$	—
Weighted average interest rate of repurchase agreements			.27	%

					Gross
	Gross				Amounts							Gross Amounts not Offset
	Amounts of				Offset on the							in the Balance Sheet
	Recognized				Balance				Net Asset			Financial				Collateral
December 31, 2013	Assets				Sheet				Balance			Instruments				Received				Net Amount

Repurchase agreements / reverse repurchase agreements		$	385,000			$	(350,000	)		$	35,000		$	—			$	(38,982	)		$	—
Derivatives			23,833				—				23,833			(4,378	)			(2,912	)			16,543
Total		$	408,833			$	(350,000	)		$	58,833		$	(4,378	)		$	(41,894	)		$	16,543
Weighted average interest rate of reverse repurchase agreements			1.09	%

					Gross
	Gross				Amounts							Gross Amounts not Offset
	Amounts of				Offset on the				Net			in the Balance Sheet
	Recognized				Balance				Liability			Financial				Collateral
	Liabilities				Sheet				Balance			Instruments				Pledged				Net Amount

Repurchase agreements / reverse repurchase agreements		$	350,000			$	(350,000	)		$	—		$	—			$	—			$	—
Derivatives			46,232				—				46,232			(4,378	)			(38,145	)			3,709
Total		$	396,232			$	(350,000	)		$	46,232		$	(4,378	)		$	(38,145	)		$	3,709
Weighted average interest rate of repurchase agreements			.27	%