SEC Filing | United Community Banks, Inc.

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		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 September 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 every Interactive Date File required to be submitted 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 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 ¨	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 79,207,368 shares outstanding as of October 31, 2018.

INDEX



PART I - Financial Information

	Item 1.	Financial Statements.

		Consolidated Statements of Income (unaudited) for the Three and Nine Months Ended September 30, 2018 and 2017	3

		Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended September 30, 2018 and 2017	4

		Consolidated Balance Sheets (unaudited) at September 30, 2018 and December 31, 2017	5

		Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Nine Months Ended September 30, 2018 and 2017	6

		Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2018 and 2017	7

		Notes to Consolidated Financial Statements	8

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	48

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	72

	Item 4.	Controls and Procedures.	72

PART II - Other Information

	Item 1.	Legal Proceedings.	73
	Item 1A.	Risk Factors.	73
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	73
	Item 3.	Defaults Upon Senior Securities.	73
	Item 4.	Mine Safety Disclosures.	73
	Item 5.	Other Information.	73
	Item 6.	Exhibits.	74

Part I – Financial Information

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2018		2017		2018			2017

Interest revenue:
Loans, including fees	$	108,335	$	80,264	$	308,296		$	227,816
Investment securities, including tax exempt of $1,052, $671, $3,049 and $1,307	19,899		17,875		56,448			53,365
Deposits in banks and short-term investments	487		700		1,482			1,782
Total interest revenue	128,721		98,839		366,226			282,963

Interest expense:
Deposits:
NOW and interest-bearing demand	1,901		700		4,317			1,932
Money market	3,261		1,953		8,019			4,938
Savings	33		34		117			89
Time	5,746		1,870		12,900			4,257
Total deposit interest expense	10,941		4,557		25,353			11,216
Short-term borrowings	274		36		772			177
Federal Home Loan Bank advances	1,791		1,709		5,551			4,603
Long-term debt	3,605		2,762		10,679			8,490
Total interest expense	16,611		9,064		42,355			24,486
Net interest revenue	112,110		89,775		323,871			258,477
Provision for credit losses	1,800		1,000		7,400			2,600
Net interest revenue after provision for credit losses	110,310		88,775		316,471			255,877

Noninterest income:
Service charges and fees	9,112		8,220		26,831			29,525
Mortgage loan and other related fees	5,262		4,200		15,928			13,435
Brokerage fees	1,525		1,009		3,598			3,565
Gains from sales of SBA/USDA loans	2,605		2,806		6,784			7,391
Securities gains (losses), net	2		188		(1,302		)	190
Other	5,674		4,150		18,077			12,226
Total noninterest income	24,180		20,573		69,916			66,332
Total revenue	134,490		109,348		386,387			322,209

Noninterest expenses:
Salaries and employee benefits	47,146		38,027		135,384			112,056
Communications and equipment	5,590		4,547		15,071			14,443
Occupancy	5,779		4,945		16,939			14,802
Advertising and public relations	1,442		1,026		4,341			3,347
Postage, printing and supplies	1,574		1,411		4,896			4,127
Professional fees	3,927		2,976		11,435			8,391
FDIC assessments and other regulatory charges	2,228		2,127		6,677			4,758
Amortization of intangibles	1,681		1,212		5,426			3,085
Merger-related and other charges	115		3,176		4,449			7,060
Other	8,236		6,227		23,425			19,660
Total noninterest expenses	77,718		65,674		228,043			191,729
Net income before income taxes	56,772		43,674		158,344			130,480
Income tax expense	13,090		15,728		37,370			50,743
Net income	$	43,682	$	27,946	$	120,974		$	79,737

Net income available to common shareholders	$	43,381	$	27,719	$	120,124		$	79,078

Earnings per common share:
Basic	$	0.54	$	0.38	$	1.51		$	1.10
Diluted	0.54		0.38		1.51			1.10
Weighted average common shares outstanding:
Basic	79,806		73,151		79,588			72,060
Diluted	79,818		73,162		79,598			72,071

See accompanying notes to consolidated financial statements.

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

(in thousands)	Three Months Ended September 30,									Nine Months Ended September 30,
	Before-tax Amount			Tax (Expense) Benefit			Net of Tax Amount			Before-tax Amount			Tax (Expense) Benefit			Net of Tax Amount
2018
Net income	$	56,772		$	(13,090	)	$	43,682		$	158,344		$	(37,370	)	$	120,974
Other comprehensive loss:
Unrealized losses on available-for-sale securities:
Unrealized holding losses arising during period	(14,022		)	3,397			(10,625		)	(52,860		)	12,861			(39,999		)
Reclassification adjustment for (gains) losses included in net income	(2		)	5			3			1,302			(312		)	990
Net unrealized losses	(14,024		)	3,402			(10,622		)	(51,558		)	12,549			(39,009		)
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity	168			(40		)	128			607			(149		)	458
Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges	105			(27		)	78			395			(103		)	292
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			(57		)	170			681			(188		)	493
Net defined benefit pension plan activity	227			(57		)	170			676			(187		)	489

Total other comprehensive loss	(13,524		)	3,278			(10,246		)	(49,880		)	12,110			(37,770		)

Comprehensive income	$	43,248		$	(9,812	)	$	33,436		$	108,464		$	(25,260	)	$	83,204

2017
Net income	$	43,674		$	(15,728	)	$	27,946		$	130,480		$	(50,743	)	$	79,737
Other comprehensive income:
Unrealized gains on available-for-sale securities:
Unrealized holding gains arising during period	1,016			(355		)	661			18,644			(7,036		)	11,608
Reclassification adjustment for gains included in net income	(188		)	73			(115		)	(190		)	72			(118		)
Net unrealized gains	828			(282		)	546			18,454			(6,964		)	11,490
Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity	278			(105		)	173			849			(319		)	530
Amortization of losses included in net income on terminated derivative financial instruments that were previously accounted for as cash flow hedges	150			(58		)	92			740			(288		)	452
Reclassification of disproportionate tax effect related to terminated cash flow hedges	—			—			—			—			3,400			3,400
Net cash flow hedge activity	150			(58		)	92			740			3,112			3,852
Net actuarial loss on defined benefit pension plan	—			—			—			(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			600			(235		)	365
Net defined benefit pension plan activity	200			(78		)	122			(118		)	45			(73		)

Total other comprehensive income	1,456			(523		)	933			19,925			(4,126		)	15,799

Comprehensive income	$	45,130		$	(16,251	)	$	28,879		$	150,405		$	(54,869	)	$	95,536

See accompanying notes to consolidated financial statements.

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

	September 30, 2018			December 31, 2017
(in thousands, except share data)	September 30, 2018			December 31, 2017

ASSETS
Cash and due from banks	$	115,509		$	129,108
Interest-bearing deposits in banks	196,459			185,167
Cash and cash equivalents	311,968			314,275
Securities available for sale	2,587,559			2,615,850
Securities held to maturity (fair value $277,473 and $321,276)	285,739			321,094
Loans held for sale (includes $27,325 and $26,252 at fair value)	27,325			32,734
Loans and leases, net of unearned income	8,226,466			7,735,572
Less allowance for loan and lease losses	(60,940		)	(58,914		)
Loans and leases, net	8,165,526			7,676,658
Premises and equipment, net	204,080			208,852
Bank owned life insurance	191,582			188,970
Accrued interest receivable	33,562			32,459
Net deferred tax asset	76,944			88,049
Derivative financial instruments	29,895			22,721
Goodwill and other intangible assets	325,493			244,397
Other assets	165,459			169,401
Total assets	$	12,405,132		$	11,915,460
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing demand	$	3,296,908		$	3,087,797
NOW and interest-bearing demand	2,075,479			2,131,939
Money market	2,060,671			2,016,748
Savings	680,421			651,742
Time	1,564,640			1,548,460
Brokered	551,358			371,011
Total deposits	10,229,477			9,807,697
Short-term borrowings	—			50,000
Federal Home Loan Bank advances	300,000			504,651
Long-term debt	285,128			120,545
Derivative financial instruments	39,116			25,376
Accrued expenses and other liabilities	149,529			103,857
Total liabilities	11,003,250			10,612,126
Shareholders' equity:
Common stock, $1 par value; 150,000,000 shares authorized; 79,202,479 and 77,579,561 shares issued and outstanding	79,202			77,580
Common stock issuable; 650,338 and 607,869 shares	10,171			9,083
Capital surplus	1,498,199			1,451,814
Accumulated deficit	(122,679		)	(209,902		)
Accumulated other comprehensive loss	(63,011		)	(25,241		)
Total shareholders' equity	1,401,882			1,303,334
Total liabilities and shareholders' equity	$	12,405,132		$	11,915,460

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC. Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) For the Nine Months Ended September 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									79,737						79,737
Other comprehensive income												15,799			15,799
Common stock issued to dividend reinvestment plan and employee benefit plans (13,107 shares)	13					315									328
Common stock issued for acquisition (2,370,331 shares)	2,370					63,430									65,800
Amortization of stock option and restricted stock awards						4,359									4,359
Vesting of restricted stock, net of shares surrendered to cover payroll taxes (88,622 shares issued, 94,165 shares deferred)	89		1,454			(2,836		)							(1,293		)
Deferred compensation plan, net, including dividend equivalents			290												290
Shares issued from deferred compensation plan, net of shares surrendered to cover payroll taxes (32,279 shares)	32		(368		)	229									(107		)
Common stock dividends ($0.28 per share)									(20,445		)				(20,445		)
Cumulative effect of change in accounting principle									437						437
Balance, September 30, 2017	$	73,403	$	8,703		$	1,341,346		$	(192,128	)	$	(10,684	)	$	1,220,640

Balance, December 31, 2017	$	77,580	$	9,083		$	1,451,814		$	(209,902	)	$	(25,241	)	$	1,303,334
Net income									120,974						120,974
Other comprehensive loss												(37,770		)	(37,770		)
Exercise of stock options (12,000 shares)	12					130									142
Common stock issued to dividend reinvestment plan and employee benefit plans (17,756 shares)	18					486									504
Common stock issued for acquisition (1,443,987 shares)	1,444					44,302									45,746
Amortization of stock option and restricted stock awards						4,075									4,075
Vesting of restricted stock, net of shares surrendered to cover payroll taxes (100,960 shares issued, 79,856 shares deferred)	100		1,473			(3,279		)							(1,706		)
Deferred compensation plan, net, including dividend equivalents			344												344
Shares issued from deferred compensation plan, net of shares surrendered to cover payroll taxes (48,215 shares)	48		(729		)	671									(10		)
Common stock dividends ($0.42 per share)									(33,751		)				(33,751		)
Balance, September 30, 2018	$	79,202	$	10,171		$	1,498,199		$	(122,679	)	$	(63,011	)	$	1,401,882

See accompanying notes to consolidated financial statements.

UNITED COMMUNITY BANKS, INC. Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
(in thousands)	2018			2017
Operating activities:
Net income	$	120,974		$	79,737
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	24,486			20,137
Provision for credit losses	7,400			2,600
Stock based compensation	4,075			4,359
Deferred income tax expense	36,335			51,806
Securities losses (gains), net	1,302			(190		)
Gains from sales of SBA/USDA loans	(6,784		)	(7,391		)
Net losses and write downs on sales of other real estate owned	316			667
Changes in assets and liabilities:
Other assets and accrued interest receivable	(13,515		)	4,106
Accrued expenses and other liabilities	17,593			(8,382		)
Mortgage loans held for sale	8,001			(414		)
Net cash provided by operating activities	200,183			147,035

Investing activities:
Investment securities held to maturity:
Proceeds from maturities and calls of securities held to maturity	47,325			44,896
Purchases of securities held to maturity	(11,983		)	(21,638		)
Investment securities available for sale:
Proceeds from sales of securities available for sale	156,679			275,769
Proceeds from maturities and calls of securities available for sale	249,750			465,817
Purchases of securities available for sale	(425,093		)	(709,742		)
Net increase in loans	(123,438		)	(57,260		)
Purchase of bank owned life insurance	—			(10,000		)
Proceeds from sales of premises and equipment	4,126			2,229
Purchases of premises and equipment	(14,449		)	(15,167		)
Net cash (paid) received for acquisition	(56,800		)	17,822
Proceeds from sale of other real estate	3,645			7,076
Net cash used in investing activities	(170,238		)	(198		)

Financing activities:
Net change in deposits	422,622			171,611
Net change in short-term borrowings	(264,923		)	9,864
Repayment of long-term debt	(53,503		)	(40,000		)
Proceeds from FHLB advances	2,240,000			3,370,000
Repayment of FHLB advances	(2,444,003		)	(3,609,000		)
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	504			328
Proceeds from exercise of stock options	142			—
Cash paid for shares withheld to cover payroll taxes upon vesting of restricted stock	(1,716		)	(1,400		)
Cash dividends on common stock	(29,563		)	(18,743		)
Net cash used in financing activities	(32,252		)	(117,340		)

Net change in cash and cash equivalents, including restricted cash	(2,307		)	29,497

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	$	311,968		$	246,845

Supplemental disclosures of cash flow information:
Interest paid	$	41,373		$	25,513
Income taxes paid	4,606			5,705
Significant non-cash investing and financing transactions:
Unsettled securities purchases	15,450			28,436
Unsettled government guaranteed loan purchases	5,214			—
Unsettled government guaranteed loan sales	25,680			21,517
Transfers of loans to foreclosed properties	2,063			1,725
Acquisitions:
Assets acquired	480,679			412,477
Liabilities assumed	350,433			346,646
Net assets acquired	130,246			65,831
Common stock issued in acquisitions	45,746			65,800

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 (“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 September 30, 2018, these restricted cash accounts totaled $6.90 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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). This guidance was further modified in July 2018 by ASU No. 2018-10, Codification Improvements to Topic 842. Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements. These updates require 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, these updates are effective for fiscal years beginning after December 15, 2018, with the option to transition with a modified retrospective application to prior periods presented or to apply the guidance as of the adoption date without restating prior periods. United plans to apply the guidance as of the adoption date without restating prior periods, and 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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 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 potential 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 as the Company does not currently grant equity awards to nonemployees other than directors and does not anticipate doing so.

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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The update removes disclosures that are no longer considered cost beneficial, modifies certain requirements of disclosures, and adds disclosure requirements identified as relevant. For public entities, this guidance is effective for fiscal years ending after December 15, 2019 and, depending on the provision, requires either prospective or retrospective application to prior periods presented. United does not expect the new guidance to have a material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The update removes disclosures that are no longer considered cost beneficial, clarifies specific requirements of disclosures, and adds disclosure requirements identified as relevant. For public entities, this guidance is effective for fiscal years ending after December 15, 2020 and requires retrospective application to prior periods presented. United does not expect the new guidance to have a material impact on the consolidated financial statements.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (a consensus of the FASB Emerging Issues Task Force). This update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. For public entities, this guidance is effective for fiscal years ending after December 15, 2019 with either retrospective or prospective application. United does not expect the new guidance to have a material impact on the consolidated financial statements.

Recently Adopted Standards

In May 2014, the FASB issued 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 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 COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

United’s operating results for the three and nine months ended September 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.

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

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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.

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.

Pro forma information

The following table discloses the impact of the mergers with NLFC and HCSB since the respective acquisition dates through September 30 of the year of acquisition. The table also presents certain pro forma information as if NLFC had been acquired on January 1, 2017 and HCSB had been acquired on January 1, 2016. These results combine the historical results of the acquired entities 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 $103,000 and $4.93 million, respectively, have been excluded from the three and nine months 2018 pro forma information presented below and included in the three and nine months 2017 pro forma information below. Merger-related costs from the HCSB acquisition of $1.62 million and $1.88 million, respectively, have been excluded from the three months and nine months 2017 pro forma information presented below.

The actual results and pro forma information were as follows (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	Revenue		Net Income		Revenue		Net Income
2018
Actual NLFC results included in statement of income since acquisition date	$	7,006	$	1,884	$	17,243	$	5,380
Supplemental consolidated pro forma as if NLFC had been acquired January 1, 2017	134,822		44,005		389,928		122,984

2017
Actual HCSB results included in statement of income since acquisition date	$	2,404	$	627	$	2,404	$	627
Supplemental consolidated pro forma as if NLFC had been acquired January 1, 2017 and HCSB had been acquired January 1, 2016	115,349		28,379		342,939		79,060

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
September 30, 2018	Gross Amounts of Recognized Assets			Gross Amounts Offset on the Balance Sheet			Net Asset Balance		Financial Instruments			Collateral Received			Net Amount
Repurchase agreements / reverse repurchase agreements	$	50,000		$	(50,000	)	$	—	$	—		$	—		$	—
Derivatives	29,895			—			29,895		(522		)	(14,299		)	15,074
Total	$	79,895		$	(50,000	)	$	29,895	$	(522	)	$	(14,299	)	$	15,074

Weighted average interest rate of reverse repurchase agreements	2.95		%

	Gross Amounts of Recognized Liabilities			Gross Amounts Offset on the Balance Sheet			Net Liability Balance		Gross Amounts not Offset in the Balance Sheet
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset on the Balance Sheet			Net Liability Balance		Financial Instruments			Collateral Pledged			Net Amount
Repurchase agreements / reverse repurchase agreements	$	50,000		$	(50,000	)	$	—	$	—		$	—		$	—
Derivatives	39,116			—			39,116		(522		)	(18,849		)	19,745
Total	$	89,116		$	(50,000	)	$	39,116	$	(522	)	$	(18,849	)	$	19,745

Weighted average interest rate of repurchase agreements	2.20		%

	Gross Amounts of Recognized Assets			Gross Amounts Offset on the Balance Sheet					Gross Amounts not Offset in the Balance Sheet
December 31, 2017	Gross Amounts of Recognized Assets			Gross Amounts Offset on the Balance Sheet			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
	Gross Amounts of Recognized Liabilities			Gross Amounts Offset on 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 September 30, 2018, United recognized the right to reclaim cash collateral of $18.8 million and the obligation to return cash collateral of $14.3 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.

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 September 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 September 30, 2018

State and political subdivisions	$	69,193	$	713	$	1,629	$	68,277
Mortgage-backed securities⁽¹⁾	216,546		639		7,989		209,196

Total	$	285,739	$	1,352	$	9,618	$	277,473

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.

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 September 30, 2018

U.S. Treasuries	$	150,529	$	31	$	4,142	$	146,418
U.S. Government agencies	25,613		294		630		25,277
State and political subdivisions	226,243		25		4,952		221,316
Mortgage-backed securities⁽¹⁾	1,821,855		1,355		49,485		1,773,725
Corporate bonds	200,693		721		1,833		199,581
Asset-backed securities	220,847		553		959		220,441
Equity securities	801		—		—		801

Total	$	2,646,581	$	2,979	$	62,001	$	2,587,559

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 or U.S. government agency commercial mortgage-backed securities, with the exception of $15.5 million of private-label commercial mortgage-backed securities at September 30, 2018.

Securities with a carrying value of $833 million and $1.04 billion were pledged to secure public deposits, derivatives and other secured borrowings at September 30, 2018 and December 31, 2017, respectively.

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 September 30, 2018

State and political subdivisions	$	34,927	$	1,262	$	7,732	$	367	$	42,659	$	1,629
Mortgage-backed securities	78,455		2,934		87,262		5,055		165,717		7,989
Total unrealized loss position	$	113,382	$	4,196	$	94,994	$	5,422	$	208,376	$	9,618

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 September 30, 2018

U.S. Treasuries	$	89,514	$	2,985	$	28,771	$	1,157	$	118,285	$	4,142
U.S. Government agencies	17,726		492		3,432		138		21,158		630
State and political subdivisions	133,237		2,225		82,049		2,727		215,286		4,952
Mortgage-backed securities	1,024,510		21,293		635,824		28,192		1,660,334		49,485
Corporate bonds	116,523		1,828		995		5		117,518		1,833
Asset-backed securities	106,687		951		1,485		8		108,172		959
Total unrealized loss position	$	1,488,197	$	29,774	$	752,556	$	32,227	$	2,240,753	$	62,001

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 September 30, 2018, there were 314 available-for-sale securities and 73 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 September 30, 2018 were primarily attributable to changes in interest rates.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 agencies have occurred, and industry analysts’ reports. No impairment charges were recognized during the three and nine months ended September 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 nine months ended September 30, 2018 and 2017 (in thousands).



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017

Proceeds from sales	$	16,383		$	181,119		$	156,679		$	275,769

Gross gains on sales	$	176		$	923		$	825		$	1,248
Gross losses on sales	(174		)	(735		)	(2,127		)	(1,058		)
Net (losses) gains on sales of securities	$	2		$	188		$	(1,302	)	$	190

Income tax expense (benefit) attributable to sales	$	5		$	73		$	(312	)	$	72

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 September 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	$	122,427	$	118,285	$	—	$	—
5 to 10 years	28,102		28,133		—		—
	150,529		146,418		—		—

US Government agencies:
1 to 5 years	20,789		20,207		—		—
More than 10 years	4,824		5,070		—		—
	25,613		25,277		—		—

State and political subdivisions:
Within 1 year	500		507		5,830		5,883
1 to 5 years	43,132		42,263		9,969		10,179
5 to 10 years	44,184		43,321		9,605		10,055
More than 10 years	138,427		135,225		43,789		42,160
	226,243		221,316		69,193		68,277

Corporate bonds:
1 to 5 years	180,917		180,329		—		—
5 to 10 years	17,276		16,757		—		—
More than 10 years	2,500		2,495		—		—
	200,693		199,581		—		—

Asset-backed securities:
5 to 10 years	27,356		27,346		—		—
More than 10 years	193,491		193,095		—		—
	220,847		220,441		—		—

Total securities other than equity and mortgage-backed securities:
Within 1 year	500		507		5,830		5,883
1 to 5 years	367,265		361,084		9,969		10,179
5 to 10 years	116,918		115,557		9,605		10,055
More than 10 years	339,242		335,885		43,789		42,160

Equity securities	801		801		—		—
Mortgage-backed securities	1,821,855		1,773,725		216,546		209,196

	$	2,646,581	$	2,587,559	$	285,739	$	277,473

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

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).



	September 30, 2018			December 31, 2017
Owner occupied commercial real estate	$	1,673,279		$	1,923,993
Income producing commercial real estate	1,787,888			1,595,174
Commercial & industrial	1,193,640			1,130,990
Commercial construction	761,571			711,936
Equipment financing	508,651			—
Total commercial	5,925,029			5,362,093
Residential mortgage	1,034,962			973,544
Home equity lines of credit	702,279			731,227
Residential construction	197,845			183,019
Consumer direct	124,064			127,504
Indirect auto	242,287			358,185

Total loans	8,226,466			7,735,572

Less allowance for loan losses	(60,940		)	(58,914		)

Loans, net	$	8,165,526		$	7,676,658

At September 30, 2018 and December 31, 2017, loans totaling $3.81 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 September 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 $84.0 million and $123 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 balance of the accretable yield for PCI loans for the periods indicated (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Balance at beginning of period	$	23,406		$	11,365		$	17,686		$	7,981
Additions due to acquisitions	—			3,410			1,977			3,410
Accretion	(3,773		)	(2,075		)	(9,284		)	(5,177		)
Reclassification from nonaccretable difference	3,018			1,163			10,136			5,879
Changes in expected cash flows that do not affect nonaccretable difference	2,027			735			4,163			2,505
Balance at end of period	$	24,678		$	14,598		$	24,678		$	14,598

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 September 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 $4.19 million and $14.7 million, respectively. At September 30, 2018, the net fair value discount of $4.19 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 $4.53 million and $7.84 million, respectively, as of September 30, 2018 and December 31, 2017. During the three and nine months ended September 30, 2018, United did not purchase any indirect auto loans. During the three months ended September 30, 2017, United did not purchase any indirect auto loans. During the nine months ended September 30, 2017, United purchased $81.7 million of indirect auto loans.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

At September 30, 2018, equipment financing assets included leases of $26.1 million. The components of the net investment in leases are presented below (in thousands).



	September 30, 2018

Minimum future lease payments receivable	$	27,472
Estimated residual value of leased equipment	3,125
Initial direct costs	767
Security deposits	(1,192		)
Purchase accounting premium	995
Unearned income	(5,041		)
Net investment in leases	$	26,126

Minimum future lease payments expected to be received from lease contracts as of September 30, 2018 are as follows (in thousands):



Year
Remainder of 2018	$	3,089
2019	10,485
2020	7,479
2021	4,063
2022	1,885
Thereafter	471
Total	$	27,472

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 September 30,	Beginning Balance		Charge-Offs			Recoveries		(Release)Provision			Ending Balance		Beginning Balance		Charge-Offs			Recoveries		(Release) Provision			Ending Balance
Owner occupied commercial real estate	$	12,909	$	—		$	251	$	(706	)	$	12,454	$	15,422	$	(100	)	$	144	$	(624	)	$	14,842
Income producing commercial real estate	10,862		(375		)	375		220			11,082		9,354		(1,235		)	76		1,138			9,333
Commercial & industrial	4,205		(660		)	242		568			4,355		3,620		(329		)	529		690			4,510
Commercial construction	10,123		(24		)	66		(293		)	9,872		11,038		(206		)	320		(946		)	10,206
Equipment financing	3,561		(700		)	218		1,141			4,220		—		—			—		—			—
Residential mortgage	9,845		(235		)	66		70			9,746		9,798		(396		)	83		145			9,630
Home equity lines of credit	4,943		(426		)	147		174			4,838		4,590		(321		)	265		187			4,721
Residential construction	2,590		(32		)	195		(382		)	2,371		3,084		(57		)	21		(92		)	2,956
Consumer direct	765		(643		)	244		474			840		584		(475		)	314		292			715
Indirect auto	1,268		(228		)	53		69			1,162		2,010		(333		)	65		(50		)	1,692
Total allowance for loan losses	61,071		(3,323		)	1,857		1,335			60,940		59,500		(3,452		)	1,817		740			58,605
Allowance for unfunded commitments	2,895		—			—		465			3,360		2,222		—			—		260			2,482
Total allowance for credit losses	$	63,966	$	(3,323	)	$	1,857	$	1,800		$	64,300	$	61,722	$	(3,452	)	$	1,817	$	1,000		$	61,087



	2018												2017
Nine Months Ended September 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	)	$	939	$	(3,194	)	$	12,454	$	16,446	$	(283	)	$	501	$	(1,822	)	$	14,842
Income producing commercial real estate	9,381		(2,685		)	842		3,544			11,082		8,843		(2,335		)	123		2,702			9,333
Commercial & industrial	3,971		(1,277		)	848		813			4,355		3,810		(1,143		)	1,141		702			4,510
Commercial construction	10,523		(440		)	322		(533		)	9,872		13,405		(769		)	912		(3,342		)	10,206
Equipment financing	—		(862		)	386		4,696			4,220		—		—			—		—			—
Residential mortgage	10,097		(417		)	290		(224		)	9,746		8,545		(1,069		)	200		1,954			9,630
Home equity lines of credit	5,177		(761		)	372		50			4,838		4,599		(1,216		)	485		853			4,721
Residential construction	2,729		(40		)	326		(644		)	2,371		3,264		(127		)	153		(334		)	2,956
Consumer direct	710		(1,846		)	599		1,377			840		708		(1,374		)	716		665			715
Indirect auto	1,550		(1,043		)	188		467			1,162		1,802		(1,066		)	214		742			1,692
Total allowance for loan losses	58,914		(9,438		)	5,112		6,352			60,940		61,422		(9,382		)	4,445		2,120			58,605
Allowance for unfunded commitments	2,312		—			—		1,048			3,360		2,002		—			—		480			2,482
Total allowance for credit losses	$	61,226	$	(9,438	)	$	5,112	$	7,400		$	64,300	$	63,424	$	(9,382	)	$	4,445	$	2,600		$	61,087

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
	September 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	$	859	$	11,213	$	382	$	12,454	$	1,255	$	13,521	$	—	$	14,776
Income producing commercial real estate	423		10,636		23		11,082		562		8,813		6		9,381
Commercial & industrial	34		4,290		31		4,355		27		3,944		—		3,971
Commercial construction	85		9,495		292		9,872		156		10,367		—		10,523
Equipment financing	—		4,220		—		4,220		—		—		—		—
Residential mortgage	913		8,788		45		9,746		1,174		8,919		4		10,097
Home equity lines of credit	—		4,838		—		4,838		—		5,177		—		5,177
Residential construction	44		2,327		—		2,371		75		2,654		—		2,729
Consumer direct	5		834		1		840		7		700		3		710
Indirect auto	29		1,133		—		1,162		—		1,550		—		1,550
Total allowance for loan losses	2,392		57,774		774		60,940		3,256		55,645		13		58,914
Allowance for unfunded commitments	—		3,360		—		3,360		—		2,312		—		2,312
Total allowance for credit losses	$	2,392	$	61,134	$	774	$	64,300	$	3,256	$	57,957	$	13	$	61,226



	Loans Outstanding
	September 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	$	17,380	$	1,644,656	$	11,243	$	1,673,279	$	21,823	$	1,876,411	$	25,759	$	1,923,993
Income producing commercial real estate	18,204		1,727,292		42,392		1,787,888		16,483		1,533,851		44,840		1,595,174
Commercial & industrial	1,408		1,191,699		533		1,193,640		2,654		1,126,894		1,442		1,130,990
Commercial construction	2,825		752,691		6,055		761,571		3,813		699,266		8,857		711,936
Equipment financing	—		499,203		9,448		508,651		—		—		—		—
Residential mortgage	14,567		1,009,174		11,221		1,034,962		14,193		946,210		13,141		973,544
Home equity lines of credit	244		700,347		1,688		702,279		101		728,235		2,891		731,227
Residential construction	1,281		195,751		813		197,845		1,577		180,978		464		183,019
Consumer direct	223		123,187		654		124,064		270		126,114		1,120		127,504
Indirect auto	1,220		241,067		—		242,287		1,396		356,789		—		358,185
Total loans	$	57,352	$	8,085,067	$	84,047	$	8,226,466	$	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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 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, employment rates, debt per capita, home price indices, and trends in real estate value indices.

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.

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).



	September 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	$	7,858	$	5,913	$	—	$	1,238	$	1,176	$	—
Income producing commercial real estate	9,608		9,504		—		2,177		2,165		—
Commercial & industrial	155		100		—		1,758		1,471		—
Commercial construction	127		127		—		134		134		—
Equipment financing	—		—		—		—		—		—
Total commercial	17,748		15,644		—		5,307		4,946		—
Residential mortgage	5,647		5,027		—		2,661		2,566		—
Home equity lines of credit	337		242		—		393		101		—
Residential construction	600		465		—		405		330		—
Consumer direct	48		43		—		29		29		—
Indirect auto	146		144		—		1,396		1,396		—
Total with no related allowance recorded	24,526		21,565		—		10,191		9,368		—

With an allowance recorded:
Owner occupied commercial real estate	11,607		11,467		859		21,262		20,647		1,255
Income producing commercial real estate	8,961		8,700		423		14,419		14,318		562
Commercial & industrial	1,705		1,308		34		1,287		1,183		27
Commercial construction	3,033		2,698		85		3,917		3,679		156
Equipment financing	—		—		—		—		—		—
Total commercial	25,306		24,173		1,401		40,885		39,827		2,000
Residential mortgage	9,631		9,540		913		12,086		11,627		1,174
Home equity lines of credit	3		2		—		—		—		—
Residential construction	828		816		44		1,325		1,247		75
Consumer direct	187		180		5		244		241		7
Indirect auto	1,077		1,076		29		—		—		—
Total with an allowance recorded	37,032		35,787		2,392		54,540		52,942		3,256
Total	$	61,558	$	57,352	$	2,392	$	64,731	$	62,310	$	3,256

As of September 30, 2018 and December 31, 2017, $2.39 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 September 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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Loans modified under the terms of a TDR during the three and nine months ended September 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	Pre-modification Outstanding Recorded Investment		Rate Reduction		Structure		Other		Total		Number of Contracts	Recorded Investment
Three Months Ended September 30, 2018

Owner occupied commercial real estate	—	$	—	$	—	$	—	$	—	$	—	—	$	—
Income producing commercial real estate	1	3,647		—		3,637		—		3,637		—	—
Commercial & industrial	—	—		—		—		—		—		—	—
Commercial construction	—	—		—		—		—		—		—	—
Equipment financing	—	—		—		—		—		—		—	—
Total commercial	1	3,647		—		3,637		—		3,637		—	—
Residential mortgage	4	421		—		395		—		395		—	—
Home equity lines of credit	—	—		—		—		—		—		—	—
Residential construction	—	—		—		—		—		—		—	—
Consumer direct	—	—		—		—		—		—		—	—
Indirect auto	9	188		—		—		188		188		—	—
Total loans	14	$	4,256	$	—	$	4,032	$	188	$	4,220	—	$	—

Nine Months Ended September 30, 2018

Owner occupied commercial real estate	4	$	1,276	$	—	$	1,260	$	—	$	1,260	3	$	1,869
Income producing commercial real estate	2	3,753		106		3,637		—		3,743		—	—
Commercial & industrial	2	108		—		32		—		32		—	—
Commercial construction	—	—		—		—		—		—		1	3
Equipment financing	—	—		—		—		—		—		—	—
Total commercial	8	5,137		106		4,929		—		5,035		4	1,872
Residential mortgage	8	1,186		—		1,159		—		1,159		1	101
Home equity lines of credit	—	—		—		—		—		—		—	—
Residential construction	—	—		—		—		—		—		—	—
Consumer direct	—	—		—		—		—		—		—	—
Indirect auto	26	424		—		—		424		424		—	—
Total loans	42	$	6,747	$	106	$	6,088	$	424	$	6,618	5	$	1,973

Three Months Ended September 30, 2017

Owner occupied commercial real estate	3	$	743	$	—	$	301	$	108	$	409	—	$	—
Income producing commercial real estate	1	31		—		—		26		26		—	—
Commercial & industrial	1	22		—		22		—		22		—	—
Commercial construction	—	—		—		—		—		—		—	—
Equipment financing	—	—		—		—		—		—		—	—
Total commercial	5	796		—		323		134		457		—	—
Residential mortgage	9	773		—		773		—		773		1	160
Home equity lines of credit	—	—		—		—		—		—		—	—
Residential construction	1	31		—		31		—		31		—	—
Consumer direct	1	10		—		10		—		10		—	—
Indirect auto	10	188		—		—		188		188		—	—
Total loans	26	$	1,798	$	—	$	1,137	$	322	$	1,459	1	$	160

Nine Months Ended September 30, 2017

Owner occupied commercial real estate	6	$	2,603	$	—	$	2,161	$	108	$	2,269	—	$	—
Income producing commercial real estate	2	257		—		—		252		252		—	—
Commercial & industrial	3	75		—		75		—		75		—	—
Commercial construction	—	—		—		—		—		—		—	—
Equipment financing	—	—		—		—		—		—		—	—
Total commercial	11	2,935		—		2,236		360		2,596		—	—
Residential mortgage	21	1,609		—		1,609		—		1,609		3	815
Home equity lines of credit	1	296		—		—		176		176		—	—
Residential construction	2	71		40		31		—		71		—	—
Consumer direct	2	16		—		16		—		16		—	—
Indirect auto	23	521		—		—		521		521		—	—
Total loans	60	$	5,448	$	40	$	3,892	$	1,057	$	4,989	3	$	815

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 September 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	$	17,857	$	291	$	284	$	29,764	$	307	$	331
Income producing commercial real estate	18,623		240		232		26,203		329		331
Commercial & industrial	1,445		18		17		5,492		53		65
Commercial construction	2,869		39		39		4,863		51		48
Equipment financing	—		—		—		—		—		—
Total commercial	40,794		588		572		66,322		740		775
Residential mortgage	14,654		168		162		14,448		139		139
Home equity lines of credit	275		3		3		207		4		4
Residential construction	1,295		23		23		1,561		24		24
Consumer direct	232		4		4		300		6		5
Indirect auto	1,220		16		16		1,339		18		18
Total	$	58,470	$	802	$	780	$	84,177	$	931	$	965

Nine Months Ended September 30,
Owner occupied commercial real estate	$	20,623	$	771	$	800	$	30,149	$	1,023	$	1,043
Income producing commercial real estate	17,155		665		679		27,794		1,039		1,023
Commercial & industrial	1,861		83		83		3,103		106		110
Commercial construction	3,456		137		135		5,511		174		178
Equipment financing	—		—		—		—		—		—
Total commercial	43,095		1,656		1,697		66,557		2,342		2,354
Residential mortgage	14,587		474		473		14,266		407		429
Home equity lines of credit	285		12		11		274		7		9
Residential construction	1,467		72		71		1,581		70		71
Consumer direct	260		14		14		298		17		17
Indirect auto	1,274		50		50		1,199		46		46
Total	$	60,968	$	2,278	$	2,316	$	84,175	$	2,889	$	2,926

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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 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 September 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 $213,000 and $291,000 for the three months ended September 30, 2018 and 2017, respectively, and $812,000 and $814,000 for the nine months ended September 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).



	September 30, 2018		December 31, 2017
Owner occupied commercial real estate	$	4,884	$	4,923
Income producing commercial real estate	1,194		3,208
Commercial & industrial	1,516		2,097
Commercial construction	825		758
Equipment financing	1,181		—
Total commercial	9,600		10,986
Residential mortgage	8,928		8,776
Home equity lines of credit	2,814		2,024
Residential construction	455		192
Consumer direct	105		43
Indirect auto	628		1,637
Total	$	22,530	$	23,658

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 September 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 September 30, 2018	30 - 59 Days		60 - 89 Days		> 90 Days		Total		Loans Not Past Due		PCI Loans		Total
Owner occupied commercial real estate	$	1,992	$	37	$	2,337	$	4,366	$	1,657,670	$	11,243	$	1,673,279
Income producing commercial real estate	1,299		246		299		1,844		1,743,652		42,392		1,787,888
Commercial & industrial	1,517		202		563		2,282		1,190,825		533		1,193,640
Commercial construction	563		261		190		1,014		754,502		6,055		761,571
Equipment financing	752		451		1,181		2,384		496,819		9,448		508,651
Total commercial	6,123		1,197		4,570		11,890		5,843,468		69,671		5,925,029
Residential mortgage	4,194		2,262		2,406		8,862		1,014,879		11,221		1,034,962
Home equity lines of credit	3,059		348		1,446		4,853		695,738		1,688		702,279
Residential construction	632		17		398		1,047		195,985		813		197,845
Consumer direct	435		44		37		516		122,894		654		124,064
Indirect auto	848		362		451		1,661		240,626		—		242,287
Total loans	$	15,291	$	4,230	$	9,308	$	28,829	$	8,113,590	$	84,047	$	8,226,466



	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.

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.

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 September 30, 2018
Owner occupied commercial real estate	$	1,608,193	$	15,919	$	37,924	$	—	$	1,662,036
Income producing commercial real estate	1,703,741		19,555		22,200		—		1,745,496
Commercial & industrial	1,160,933		9,374		22,786		14		1,193,107
Commercial construction	744,356		4,884		6,276		—		755,516
Equipment financing	498,022		—		1,181		—		499,203
Total commercial	5,715,245		49,732		90,367		14		5,855,358
Residential mortgage	1,004,157		—		19,584		—		1,023,741
Home equity lines of credit	693,385		—		7,206		—		700,591
Residential construction	195,269		—		1,763		—		197,032
Consumer direct	122,936		21		453		—		123,410
Indirect auto	239,955		—		2,332		—		242,287
Total loans, excluding PCI loans	7,970,947		49,753		121,705		14		8,142,419

Owner occupied commercial real estate	2,666		3,016		5,561		—		11,243
Income producing commercial real estate	17,969		21,259		3,164		—		42,392
Commercial & industrial	199		109		225		—		533
Commercial construction	3,333		161		2,561		—		6,055
Equipment financing	9,174		—		274		—		9,448
Total commercial	33,341		24,545		11,785		—		69,671
Residential mortgage	8,295		—		2,926		—		11,221
Home equity lines of credit	1,262		—		426		—		1,688
Residential construction	724		—		89		—		813
Consumer direct	586		—		68		—		654
Indirect auto	—		—		—		—		—
Total PCI loans	44,208		24,545		15,294		—		84,047

Total loan portfolio	$	8,015,155	$	74,298	$	136,999	$	14	$	8,226,466

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

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 September 30,						Nine Months Ended September 30,						Affected Line Item in the Statement Where Net Income is Presented
	2018			2017			2018			2017
Realized (losses) gains on available-for-sale securities:
	$	2		$	188		$	(1,302	)	$	190		Securities (losses) gains, net
	(5		)	(73		)	312			(72		)	Income tax benefit (expense)
	$	(3	)	$	115		$	(990	)	$	118		Net of tax

Amortization of losses included in net income on available-for-sale securities transferred to held-to-maturity:
	$	(168	)	$	(278	)	$	(607	)	$	(849	)	Investment securities interest revenue
	40			105			149			319			Income tax benefit
	$	(128	)	$	(173	)	$	(458	)	$	(530	)	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	$	(105	)	$	(150	)	$	(395	)	$	(448	)	Money market deposit interest expense
Amortization of losses on de-designated positions	—			—			—			(292		)	Federal Home Loan Bank advances interest expense
	(105		)	(150		)	(395		)	(740		)	Total before tax
	27			58			103			288			Income tax benefit
	$	(78	)	$	(92	)	$	(292	)	$	(452	)	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	)	$	(501	)	$	(420	)	Salaries and employee benefits expense
Actuarial losses	(60		)	—			(180		)	—			Other expense
Actuarial losses	—			(60		)	—			(180		)	Salaries and employee benefits expense
	(227		)	(200		)	(681		)	(600		)	Total before tax
	57			78			188			235			Income tax benefit
	$	(170	)	$	(122	)	$	(493	)	$	(365	)	Net of tax

Total reclassifications for the period	$	(379	)	$	(272	)	$	(2,233	)	$	(4,629	)	Net of tax

Amounts shown above in parentheses reduce earnings.

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 September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income	$	43,682		$	27,946		$	120,974		$	79,737
Dividends and undistributed earnings allocated to unvested shares	(301		)	(227		)	(850		)	(659		)
Net income available to common shareholders	$	43,381		$	27,719		$	120,124		$	79,078

Weighted average shares outstanding:
Basic	79,806			73,151			79,588			72,060
Effect of dilutive securities
Stock options	6			11			8			11
Restricted stock units	6			—			2			—
Diluted	79,818			73,162			79,598			72,071

Net income per common share:
Basic	$	0.54		$	0.38		$	1.51		$	1.10
Diluted	$	0.54		$	0.38		$	1.51		$	1.10

For the three and nine months ended September 30, 2018, United had potentially dilutive warrants outstanding to purchase 219,909 shares of common stock at $61.40 per share that were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. Also excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2018 because of their antidilutive effect were options to purchase an additional 33,283 and 32,283, respectively, of common stock.

At September 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; 60,489 shares of common stock issuable upon exercise of stock options granted to employees with a weighted average exercise price of $24.15; and 710,145 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.

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	September 30, 2018		December 31, 2017
Fair value hedge of corporate bonds	Derivative assets	$	—	$	336
		$	—	$	336

Fair value hedge of brokered CDs	Derivative liabilities	$	2,058	$	2,053
		$	2,058	$	2,053

Derivatives not designated as hedging instruments under ASC 815



		Fair Value
Interest Rate Products	Balance Sheet Location	September 30, 2018		December 31, 2017
Customer derivative positions	Derivative assets	$	722	$	2,659
Dealer offsets to customer derivative positions	Derivative assets	14,492		6,867
Mortgage banking - loan commitment	Derivative assets	1,249		1,150
Mortgage banking - forward sales commitment	Derivative assets	265		13
Bifurcated embedded derivatives	Derivative assets	13,167		11,057
Interest rate caps	Derivative assets	—		639
		$	29,895	$	22,385

Customer derivative positions	Derivative liabilities	$	20,317	$	7,032
Dealer offsets to customer derivative positions	Derivative liabilities	54		1,551
Risk participations	Derivative liabilities	8		20
Mortgage banking - forward sales commitment	Derivative liabilities	—		49
Dealer offsets to bifurcated embedded derivatives	Derivative liabilities	15,819		14,279
De-designated hedges	Derivative liabilities	860		392
		$	37,058	$	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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Cash Flow Hedges of Interest Rate Risk

At September 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 $279,000 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 September 30,

Interest rate swaps	Interest expense	$	(105	)	$	(150	)

Nine Months Ended September 30,

Interest rate swaps	Interest expense	$	(395	)	$	(740	)

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 September 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 nine months ended September 30, 2018, United recognized net losses of $127,000 and $325,000 respectively, related to ineffectiveness in the fair value hedging relationships. During the three and nine months ended September 30, 2017, United recognized net losses of $160,000 and $612,000, respectively, related to ineffectiveness in the fair value hedging relationships. United also recognized a net increase in interest expense of $74,000 and $154,000, respectively, for the three and nine months ended September 30, 2018, and net reductions of interest expense of $40,000 and $137,000, respectively, for the three and nine months ended September 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 nine months ended September 30, 2018 of $17,000 and reductions of interest revenue on securities during the three and nine months ended September 30, 2017 of $71,000 and $244,000, respectively, related to fair value hedges of corporate bonds. For the three months ended September 30, 2018, there was no impact on interest revenue on securities related to fair value hedges of corporate bonds.

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
	Location of Gain (Loss) Recognized in Income on Derivative	2018			2017			2018			2017
Three Months Ended September 30,
Fair value hedges of brokered CDs	Interest expense	$	(75	)	$	(217	)	$	(52	)	$	95
Fair value hedges of corporate bonds	Interest revenue	—			20			—			(58		)
		$	(75	)	$	(197	)	$	(52	)	$	37

Nine Months Ended September 30,
Fair value hedges of brokered CDs	Interest expense	$	(912	)	$	(418	)	$	518		$	(60	)
Fair value hedges of corporate bonds	Interest revenue	(336		)	(197		)	405			63
		$	(1,248	)	$	(615	)	$	923		$	3

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
	Location of Gain (Loss) Recognized in Income on Derivative	2018			2017
Three Months Ended September 30,
Customer derivatives and dealer offsets	Other noninterest income	$	611		$	554
Bifurcated embedded derivatives and dealer offsets	Other noninterest income	17			225
Interest rate caps	Other noninterest income	—			(67		)
De-designated hedges	Other noninterest income	(25		)	30
Mortgage banking derivatives	Mortgage loan revenue	(213		)	303
Risk participations	Other noninterest income	—			(1		)
		$	390		$	1,044

Nine Months Ended September 30,
Customer derivatives and dealer offsets	Other noninterest income	$	2,028		$	1,804
Bifurcated embedded derivatives and dealer offsets	Other noninterest income	398			431
Interest rate caps	Other noninterest income	276			23
De-designated hedges	Other noninterest income	(108		)	34
Mortgage banking derivatives	Mortgage loan revenue	1,207			(573		)
Risk participations	Other noninterest income	12			4
		$	3,813		$	1,723

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, with the exception of customer counterparties. 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 September 30, 2018, collateral totaling $18.8 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 would require additional collateral if United’s 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 have had 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 September 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 September 30, 2018, 1.56 million additional awards remained available for grant under the plan.

The following table shows stock option activity for the first nine 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 September 30, 2018	48,106		27.16		2.1	$	156

Exercisable at September 30, 2018	45,606		27.73		1.9	128

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 nine months ended September 30, 2018 and 2017.

United recognized $18,000 and $22,000 in compensation expense related to stock options during each of the nine months ended September 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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The table below presents restricted stock units activity for the first nine 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	400,592		30.70
Vested	(235,006	)	19.08			$	7,383
Cancelled	(21,852	)	23.54
Outstanding at September 30, 2018	807,551		27.45		4.9	22,523

Compensation expense for restricted stock units without market conditions 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 service period. For the nine months ended September 30, 2018 and 2017, expense of $3.79 million and $4.13 million, respectively, was recognized related to restricted stock unit awards granted to United employees. Of the expense recognized related to restricted stock unit awards during the nine months ended September 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 $3.43 million was recognized in compensation expense. In addition, for the nine months ended September 30, 2018 and 2017, $264,000 and $212,000, respectively, was recognized in other operating expense for restricted stock unit awards granted to members of United’s board of directors.

During the third quarter of 2018, in addition to time-based restricted stock unit awards, United’s Board of Directors approved performance-based restricted stock unit awards with market conditions (“PSUs”). The PSUs will vest based on achieving, during the applicable calendar-year performance periods from 2019 through 2022, certain performance and market targets relative to a bank peer group. Achievement of the base-level performance and market targets for all applicable periods will result in the issuance of 49,268 shares, which are included in the outstanding balance in the table above. Additional shares may be issued if more stringent performance and market hurdles are met. The grant date per share fair market value of these PSUs of $30.28 was estimated using the Monte Carlo Simulation valuation model.

A deferred income tax benefit related to expense for options and restricted stock of $1.04 million and $1.70 million was included in the determination of income tax expense for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was $18.8 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 2.7 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 nine months ended September 30, 2018 and 2017, 5,232 shares and 2,842 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 nine months of 2018 and 2017, United issued 12,524 shares and 10,265 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 September 30, 2018 and December 31, 2017, 650,338 and 607,869 shares of common stock, respectively, were issuable under the deferred compensation plan.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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 nine months of 2018 and 2017, United did not repurchase any shares under the program. As of September 30, 2018, $36.3 million of United’s outstanding common stock may be repurchased under the program. In November of 2018, the Board of Directors authorized an increase in the repurchase program to $50 million, as well as an extension through December 31, 2019.

Note 12 – Income Taxes

The income tax provision for the three and nine months ended September 30, 2018 was $13.1 million and $37.4 million, respectively, which represents an effective tax rate of 23.1% and 23.6%, respectively, for each period. The effective tax rates for the third quarter and first nine 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 first nine months 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 nine months ended September 30, 2017 was $15.7 million and $50.7 million, respectively, which represents an effective tax rate of 36.0% and 38.9%, 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 September 30, 2018 and December 31, 2017, United maintained a valuation allowance on its net deferred tax asset of $4.85 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 September 30, 2018 that it was more likely than not that the net deferred tax asset of $76.9 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 2015. 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 September 30, 2018 and December 31, 2017, unrecognized income tax benefits totaled $3.14 million and $3.16 million, respectively.

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).

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. 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.

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.

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).



September 30, 2018	Level 1		Level 2		Level 3		Total
Assets:
Securities available for sale:
U.S. Treasuries	$	146,418	$	—	$	—	$	146,418
U.S. Agencies	—		25,277		—		25,277
State and political subdivisions	—		221,316		—		221,316
Mortgage-backed securities	—		1,773,725		—		1,773,725
Corporate bonds	—		198,586		995		199,581
Asset-backed securities	—		220,441		—		220,441
Equity securities	801		—		—		801
Mortgage loans held for sale	—		27,325		—		27,325
Deferred compensation plan assets	6,547		—		—		6,547
Servicing rights for SBA/USDA loans	—		—		7,498		7,498
Residential mortgage servicing rights	—		—		12,031		12,031
Derivative financial instruments	—		15,479		14,416		29,895

Total assets	$	153,766	$	2,482,149	$	34,940	$	2,670,855

Liabilities:
Deferred compensation plan liability	$	6,547	$	—	$	—	$	6,547
Derivative financial instruments	—		20,371		18,745		39,116

Total liabilities	$	6,547	$	20,371	$	18,745	$	45,663



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

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 September 30,
Balance at beginning of period	$	14,510		$	18,366		$	7,509		$	10,801		$	990	$	11,856		$	16,091		$	6,640		$	6,499		$	810
Additions	—			—			745			1,397			—		—			—			770			846			—
Sales and settlements	—			—			(242		)	(146		)	—		(658		)	(909		)	(209		)	(118		)	—
Other comprehensive income	—			—			—			—			5		—			—			—			—			—
Amounts included in earnings - fair value adjustments	(94		)	379			(514		)	(21		)	—		(80		)	163			(134		)	(301		)	—
Balance at end of period	$	14,416		$	18,745		$	7,498		$	12,031		$	995	$	11,118		$	15,345		$	7,067		$	6,926		$	810

Nine Months Ended September 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	—			—			1,837			3,505			—		—			—			1,991			2,659			—
Sales and settlements	(1,029		)	(1,347		)	(649		)	(352		)	—		(1,744		)	(2,423		)	(508		)	(232		)	—
Other comprehensive income	—			—			—			—			95		—			—			—			—			135
Amounts included in earnings - fair value adjustments	3,238			3,348			(1,076		)	616			—		1,085			1,421			(168		)	(571		)	—
Balance at end of period	$	14,416		$	18,745		$	7,498		$	12,031		$	995	$	11,118		$	15,345		$	7,067		$	6,926		$	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	September 30, 2018		December 31, 2017		Valuation Technique		September 30, 2018		December 31, 2017
Level 3 Assets and Liabilities	September 30, 2018		December 31, 2017		Valuation Technique	Unobservable Inputs	September 30, 2018		December 31, 2017
Servicing rights for SBA/USDA loans	$	7,498	$	7,740	Discounted cash flow	Discount rate	13.9	%	12.5	%
						Prepayment rate	11.0		8.3
Residential mortgage servicing rights	12,031		8,262		Discounted cash flow	Discount rate	10.0		10.0
						Prepayment rate	8.8		9.5
Corporate bonds	995		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	1,249		1,150		Internal model	Pull through rate	82.9		80.0
Derivative assets - other	13,167		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	18,737		16,724		Dealer priced	Dealer priced	N/A		N/A

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Fair Value Option

At September 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 $27.3 million and $26.7 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 nine months ended September 30, 2018, changes in fair value of these loans resulted in net losses of $412,000 and $157,000, respectively. During the three and nine months ended September 30, 2017, changes in fair value of these loans resulted in net gains of $264,000 and $708,000, respectively. Gains resulting from the change in fair value of these loans are 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 September 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
September 30, 2018
Loans	$	—	$	—	$	7,127	$	7,127

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.

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
September 30, 2018
Assets:
Securities held to maturity	$	285,739	$	—	$	277,473	$	—	$	277,473
Loans and leases, net	8,165,526		—		—		8,127,948		8,127,948

Liabilities:
Deposits	10,229,477		—		10,221,841		—		10,221,841
Federal Home Loan Bank advances	300,000		—		299,979		—		299,979
Long-term debt	285,128		—		—		298,036		298,036

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).



	September 30, 2018		December 31, 2017
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	2,093,957	$	1,910,777
Letters of credit	25,926		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 September 30, 2018, the Bank had committed to fund an additional $8.76 million related to future capital calls that had not been reflected in the consolidated balance sheet.

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):



	September 30, 2018			December 31, 2017
Core deposit intangible	$	62,652		$	62,652
Less: accumulated amortization	(44,989		)	(41,229		)
Net core deposit intangible	17,663			21,423
Noncompete agreements	3,144			3,144
Less: accumulated amortization	(2,426		)	(761		)
Net noncompete agreements	718			2,383
Total intangibles subject to amortization, net	18,381			23,806
Goodwill	307,112			220,591
Total goodwill and other intangible assets, net	$	325,493		$	244,397

The following is a summary of changes in the carrying amounts of goodwill (in thousands):



	For the Three Months Ended September 30,							For the Nine Months Ended September 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	$	612,702	$	(305,590	)	$	307,112	$	526,181		$	(305,590	)	$	220,591
Acquisition of NLFC	—		—			—		87,379			—			87,379
Measurement period adjustments- FOFN and HCSB	—		—			—		(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
Acquisition of HCSB	23,863		—			23,863		23,863			—			23,863
Balance, end of period	$	471,478	$	(305,590	)	$	165,888	$	471,478		$	(305,590	)	$	165,888

The estimated aggregate amortization expense for future periods for core deposit intangibles and noncompete agreements is as follows (in thousands):



Year
Remainder of 2018	$	1,421
2019	4,551
2020	3,315
2021	2,557
2022	1,982
Thereafter	4,555
Total	$	18,381

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):



	September 30, 2018			December 31, 2017			Issue Date	Stated Maturity Date	Earliest Call Date	Interest Rate
Obligations of the Bank and its Subsidiaries:
NER 16-1 Class A-2 notes	30,878			—			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	65,899			—

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	(9,697		)	(8,381		)
Total long-term debt	$	285,128		$	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.

UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Securitized Notes Payable

United acquired, as part of the NLFC acquisition, Navitas Equipment Receivables LLC 2016-1 (“NER 16-1”), which is a bankruptcy-remote special purpose entity (“SPE”) whose sole purpose is to receive loans to secure financings. The SPE 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 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 October 1, 2018, United redeemed all issued and outstanding debt securities due October 31, 2038 of United Community Statutory Trust III for a redemption price of $1.24 million, plus accrued and unpaid interest. Also on October 1, 2018, United redeemed all issued and outstanding debt securities due June 30, 2038 held by Tidelands Statutory Trust II for a redemption price of $6.19 million, plus accrued and unpaid interest. As of September 30, 2018, both trust preferred securities were included in long-term debt on the balance sheet and discussed further in Note 16.

On November 7, 2018, United’s Board of Directors approved a regular quarterly cash dividend of $0.16 per common share. The dividend is payable January 7, 2019, to shareholders of record on December 15, 2018.

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 Community Banks, Inc. (“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.

Overview

The following discussion is intended to provide insight into the results of operations and financial condition of United and its subsidiaries and should be read in conjunction with the 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 September 30, 2018, United had total consolidated assets of $12.4 billion, total loans of $8.23 billion, total deposits of $10.2 billion, and shareholders’ equity of $1.40 billion.

United conducts substantially all of its operations through its wholly-owned bank subsidiary, United Community Bank (the “Bank”), which as of September 30, 2018, operated at 150 locations throughout markets in Georgia, South Carolina, North Carolina, and Tennessee.

Since September 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

The acquired entities’ results are included in United’s consolidated results beginning on the respective acquisition dates.

United reported net income of $43.7 million, or $0.54 per diluted share, for the third quarter of 2018, compared to net income of $27.9 million, or $0.38 per diluted share, for the third quarter of 2017. For the nine months ended September 30, 2018, United reported net income of $121 million, or $1.51 per diluted share, compared to $79.7 million, or $1.10 per diluted share for the first nine months of 2017. The most significant factor contributing to the increase in net income and diluted earnings per share is the reduction of the federal income tax rate from 35% in 2017 to 21% in 2018 resulting from the Tax Act.

Net interest revenue increased to $112 million for the third quarter of 2018, compared to $89.8 million for the third quarter of 2017, due to higher loan volume, much of which resulted from the Acquisitions, and rising interest rates. Net interest margin increased to 3.95% for the three months ended September 30, 2018 from 3.54% for the same period in 2017 due to the effect of rising interest rates on floating rate loans and a more favorable earning asset mix due to the Acquisitions. For the nine months ended September 30, 2018, net interest revenue was $324 million and the net interest margin was 3.88% compared to net interest revenue of $258 million and net interest margin of 3.49% for the same period in 2017.

The provision for credit losses was $1.80 million for the third quarter of 2018, compared to $1.00 million for the third quarter of 2017. For the nine months ended September 30, 2018, the provision for credit losses was $7.40 million, compared to $2.60 million for the same period in 2017. Net charge-offs for the third quarter and first nine months of 2018 were $1.47 million and $4.33 million, respectively, compared to $1.64 million and $4.94 million, respectively, for the same periods in 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 immediately establish an allowance for loan losses sufficient to cover estimated credit losses inherent in the NLFC loan portfolio.

As of September 30, 2018, United’s allowance for loan losses was $60.9 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 $23.9 million were 0.19% of total assets at September 30, 2018, down from 0.23% at December 31, 2017. During the third quarter of 2018, $5.76 million in loans were placed on nonaccrual compared with $7.96 million in the third quarter of 2017.

Noninterest income of $24.2 million for the third quarter of 2018 was up $3.61 million, or 18%, from the third quarter of 2017. Service charges and fees increased $892,000, or 11%, compared to the third quarter of 2017, which was mostly attributable to volume driven increases provided by the Acquisitions. Mortgage fees of $5.26 million for the third quarter of 2018 increased from $4.20 million in the third quarter of 2017. The increase is due to United’s emphasis on growing its mortgage business by recruiting lenders in metropolitan markets. Other noninterest income for the third quarter of 2018 increased $1.47 million from the same period of 2017, primarily due to fee revenue from the equipment finance business that came through acquisition of NLFC. For the first nine months of 2018, total noninterest income increased $3.58 million compared to the same period of 2017 due to the same reasons mentioned above, partially offset by a decrease in service charges and fees and an increase in securities losses. The decrease in service charges and fees for the nine months ended September 30, 2018 was mainly due 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. Other noninterest income for the nine months ended September 30, 2018 also included gains on derivative cancellations and gains on the prepayment of FHLB advances.

For the third quarter and first nine months of 2018, noninterest expenses of $77.7 million and $228 million, respectively, increased $12.0 million and $36.3 million, respectively, from the same periods of 2017. The increases are primarily due to the addition of noninterest expenses related to the Acquisitions. Salaries and benefits expense for the third quarter and first nine months of 2018 increased $9.12 million and $23.3 million from the same periods of 2017, mostly due to the Acquisitions, investment in additional staff and new teams to expand the Commercial Banking Solutions area, and 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, all of 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 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,” “diluted 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 53.

Results of Operations

United reported net income and diluted earnings per common share of $43.7 million and $0.54, respectively, for the third quarter of 2018. This compared to net income and diluted earnings per common share of $27.9 million and $0.38, respectively, for the same period in 2017. For the nine months ended September 30, 2018, United reported net income of $121 million compared to net income of $79.7 million for the same period in 2017.

United reported operating net income of $44.1 million and $126 million, respectively, for the third quarter and first nine months of 2018, compared to $30.2 million and $87.9 million, respectively, for the same periods in 2017. For the third quarter and first nine months of 2018, operating net income excludes merger-related and branch closure charges, which net of tax, totaled $451,000 and $5.22 million, respectively. For the third quarter of 2017, operating net income excludes merger-related charges and impairment charges on surplus bank properties, which, net of the associated income tax benefit, totaled $2.27 million. For the first nine months of 2017, operating net income excludes merger-related charges, impairment charges on surplus bank properties, 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 $8.12 million.



UNITED COMMUNITY BANKS, INC.
Table 1 - Financial Highlights
Selected Financial Information
	2018									2017						Third Quarter 2018 - 2017 Change		For the Nine Months Ended September 30,						YTD 2018 - 2017 Change
(in thousands, except per share data)	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Third Quarter 2018 - 2017 Change		2018			2017			YTD 2018 - 2017 Change
INCOME SUMMARY
Interest revenue	$	128,721		$	122,215		$	115,290		$	106,757		$	98,839				$	366,226		$	282,963
Interest expense	16,611			13,739			12,005			9,249			9,064					42,355			24,486
Net interest revenue	112,110			108,476			103,285			97,508			89,775			25	%	323,871			258,477			25	%
Provision for credit losses	1,800			1,800			3,800			1,200			1,000					7,400			2,600
Noninterest income	24,180			23,340			22,396			21,928			20,573			18		69,916			66,332			5
Total revenue	134,490			130,016			121,881			118,236			109,348			23		386,387			322,209			20
Expenses	77,718			76,850			73,475			75,882			65,674			18		228,043			191,729			19
Income before income tax expense	56,772			53,166			48,406			42,354			43,674			30		158,344			130,480			21
Income tax expense	13,090			13,532			10,748			54,270			15,728			(17	)	37,370			50,743			(26	)
Net income (loss)	43,682			39,634			37,658			(11,916		)	27,946			56		120,974			79,737			52
Merger-related and other charges	592			2,873			2,646			7,358			3,420					6,111			7,304
Income tax benefit of merger-related and other charges	(141		)	(121		)	(628		)	(1,165		)	(1,147		)			(890		)	(2,580		)
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⁾	$	44,133		$	42,386		$	39,676		$	32,476		$	30,219		46		$	126,195		$	87,861		44

PERFORMANCE MEASURES
Per common share:
Diluted net income (loss) - GAAP	$	0.54		$	0.49		$	0.47		$	(0.16	)	$	0.38		42		$	1.51		$	1.10		37
Diluted net income - operating ⁽¹⁾	0.55			0.53			0.50			0.42			0.41			34		1.57			1.21			30
Cash dividends declared	0.15			0.15			0.12			0.10			0.10			50		0.42			0.28			50
Book value	17.56			17.29			17.02			16.67			16.50			6		17.56			16.50			6
Tangible book value ⁽³⁾	13.54			13.25			12.96			13.65			14.11			(4	)	13.54			14.11			(4	)
Key performance ratios:
Return on common equity - GAAP ⁽²⁾⁽⁴⁾	11.96		%	11.20		%	11.11		%	(3.57		)%	9.22		%			11.43		%	9.26		%
Return on common equity - operating ^(1)(2)(4)	12.09			11.97			11.71			9.73			9.97					11.93			10.20
Return on tangible common equity - operating^(1)(2)(3)(4)	15.81			15.79			15.26			11.93			11.93					15.62			12.07
Return on assets - GAAP ⁽⁴⁾	1.41			1.30			1.26			(0.40		)	1.01					1.32			0.99
Return on assets - operating ⁽¹⁾⁽⁴⁾	1.42			1.39			1.33			1.10			1.09					1.38			1.09
Dividend payout ratio - GAAP	27.78			30.61			25.53			(62.50		)	26.32					27.81			25.45
Dividend payout ratio - operating ⁽¹⁾	27.27			28.30			24.00			23.81			24.39					26.75			23.14
Net interest margin (fully taxable equivalent) ⁽⁴⁾	3.95			3.90			3.80			3.63			3.54					3.88			3.49
Efficiency ratio - GAAP	56.82			57.94			57.83			63.03			59.27					57.52			58.81
Efficiency ratio - operating ⁽¹⁾	56.39			55.77			55.75			56.92			56.18					55.98			56.57
Average equity to average assets	11.33			11.21			11.03			11.21			10.86					11.19			10.54
Average tangible common equity to average assets ⁽³⁾	8.97			8.83			8.82			9.52			9.45					8.88			9.21
Tangible common equity to risk-weighted assets ⁽³⁾	11.61			11.36			11.19			12.05			12.80					11.61			12.80

ASSET QUALITY
Nonperforming loans	$	22,530		$	21,817		$	26,240		$	23,658		$	22,921		(2	)	$	22,530		$	22,921		(2	)
Foreclosed properties	1,336			2,597			2,714			3,234			2,736			(51	)	1,336			2,736			(51	)
Total nonperforming assets ("NPAs")	23,866			24,414			28,954			26,892			25,657			(7	)	23,866			25,657			(7	)
Allowance for loan losses	60,940			61,071			61,085			58,914			58,605			4		60,940			58,605			4
Net charge-offs	1,466			1,359			1,501			1,061			1,635			(10	)	4,326			4,937			(12	)
Allowance for loan losses to loans	0.74		%	0.74		%	0.75		%	0.76		%	0.81		%			0.74		%	0.81		%
Net charge-offs to average loans ⁽⁴⁾	0.07			0.07			0.08			0.06			0.09					0.07			0.09
NPAs to loans and foreclosed properties	0.29			0.30			0.35			0.35			0.36					0.29			0.36
NPAs to total assets	0.19			0.20			0.24			0.23			0.23					0.19			0.23

AVERAGE BALANCES ($ in millions)
Loans	$	8,200		$	8,177		$	7,993		$	7,560		$	7,149		15		$	8,124		$	7,012		16
Investment securities	2,916			2,802			2,870			2,991			2,800			4		2,863			2,799			2
Earning assets	11,320			11,193			11,076			10,735			10,133			12		11,197			9,969			12
Total assets	12,302			12,213			12,111			11,687			10,980			12		12,209			10,788			13
Deposits	9,950			9,978			9,759			9,624			8,913			12		9,896			8,723			13
Shareholders’ equity	1,394			1,370			1,336			1,310			1,193			17		1,367			1,137			20
Common shares - basic (thousands)	79,806			79,753			79,205			76,768			73,151			9		79,588			72,060			10
Common shares - diluted (thousands)	79,818			79,755			79,215			76,768			73,162			9		79,598			72,071			10

AT PERIOD END ($ in millions)
Loans	$	8,226		$	8,220		$	8,184		$	7,736		$	7,203		14		$	8,226		$	7,203		14
Investment securities	2,873			2,834			2,731			2,937			2,847			1		2,873			2,847			1
Total assets	12,405			12,386			12,264			11,915			11,129			11		12,405			11,129			11
Deposits	10,229			9,966			9,993			9,808			9,127			12		10,229			9,127			12
Shareholders’ equity	1,402			1,379			1,357			1,303			1,221			15		1,402			1,221			15
Common shares outstanding (thousands)	79,202			79,138			79,123			77,580			73,403			8		79,202			73,403			8

⁽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.



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

Expense reconciliation
Expenses (GAAP)	$	77,718		$	76,850		$	73,475		$	75,882		$	65,674		$	228,043		$	191,729
Merger-related and other charges	(592		)	(2,873		)	(2,646		)	(7,358		)	(3,420		)	(6,111		)	(7,304		)
Expenses - operating	$	77,126		$	73,977		$	70,829		$	68,524		$	62,254		$	221,932		$	184,425

Net income (loss) reconciliation
Net income (loss) (GAAP)	$	43,682		$	39,634		$	37,658		$	(11,916	)	$	27,946		$	120,974		$	79,737
Merger-related and other charges	592			2,873			2,646			7,358			3,420			6,111			7,304
Income tax benefit of merger-related and other charges	(141		)	(121		)	(628		)	(1,165		)	(1,147		)	(890		)	(2,580		)
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	$	44,133		$	42,386		$	39,676		$	32,476		$	30,219		$	126,195		$	87,861

Diluted income (loss) per common share reconciliation
Diluted income (loss) per common share (GAAP)	$	0.54		$	0.49		$	0.47		$	(0.16	)	$	0.38		$	1.51		$	1.10
Merger-related and other charges	0.01			0.04			0.03			0.08			0.03			0.06			0.06
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	$	0.55		$	0.53		$	0.50		$	0.42		$	0.41		$	1.57		$	1.21

Book value per common share reconciliation
Book value per common share (GAAP)	$	17.56		$	17.29		$	17.02		$	16.67		$	16.50		$	17.56		$	16.50
Effect of goodwill and other intangibles	(4.02		)	(4.04		)	(4.06		)	(3.02		)	(2.39		)	(4.02		)	(2.39		)
Tangible book value per common share	$	13.54		$	13.25		$	12.96		$	13.65		$	14.11		$	13.54		$	14.11

Return on tangible common equity reconciliation
Return on common equity (GAAP)	11.96		%	11.20		%	11.11		%	(3.57		)%	9.22		%	11.43		%	9.26		%
Merger-related and other charges	0.13			0.77			0.60			1.86			0.75			0.50			0.55
Impact of tax reform on remeasurement of deferred tax asset	—			—			—			11.44			—			—			—
Release of disproportionate tax effects lodged in OCI	—			—			—			—			—			—			0.39
Return on common equity - operating	12.09			11.97			11.71			9.73			9.97			11.93			10.20
Effect of goodwill and other intangibles	3.72			3.82			3.55			2.20			1.96			3.69			1.87
Return on tangible common equity - operating	15.81		%	15.79		%	15.26		%	11.93		%	11.93		%	15.62		%	12.07		%

Return on assets reconciliation
Return on assets (GAAP)	1.41		%	1.30		%	1.26		%	(0.40		)%	1.01		%	1.32		%	0.99		%
Merger-related and other charges	0.01			0.09			0.07			0.20			0.08			0.06			0.06
Impact of tax reform on remeasurement of deferred tax asset	—			—			—			1.30			—			—			—
Release of disproportionate tax effects lodged in OCI	—			—			—			—			—			—			0.04
Return on assets - operating	1.42		%	1.39		%	1.33		%	1.10		%	1.09		%	1.38		%	1.09		%

Dividend payout ratio reconciliation
Dividend payout ratio (GAAP)	27.78		%	30.61		%	25.53		%	(62.50		)%	26.32		%	27.81		%	25.45		%
Merger-related and other charges	(0.51		)	(2.31		)	(1.53		)	12.04			(1.93		)	(1.06		)	(1.31		)
Impact of tax reform on remeasurement of deferred tax asset	—			—			—			74.27			—			—			—
Release of disproportionate tax effects lodged in OCI	—			—			—			—			—			—			(1.00		)
Dividend payout ratio - operating	27.27		%	28.30		%	24.00		%	23.81		%	24.39		%	26.75		%	23.14		%

Efficiency ratio reconciliation
Efficiency ratio (GAAP)	56.82		%	57.94		%	57.83		%	63.03		%	59.27		%	57.52		%	58.81		%
Merger-related and other charges	(0.43		)	(2.17		)	(2.08		)	(6.11		)	(3.09		)	(1.54		)	(2.24		)
Efficiency ratio - operating	56.39		%	55.77		%	55.75		%	56.92		%	56.18		%	55.98		%	56.57		%

Average equity to assets reconciliation
Equity to average assets (GAAP)	11.33		%	11.21		%	11.03		%	11.21		%	10.86		%	11.19		%	10.54		%
Effect of goodwill and other intangibles	(2.36		)	(2.38		)	(2.21		)	(1.69		)	(1.41		)	(2.31		)	(1.33		)
Average tangible common equity to average assets	8.97		%	8.83		%	8.82		%	9.52		%	9.45		%	8.88		%	9.21		%

Tangible common equity to risk-weighted assets reconciliation
Tier 1 capital ratio (Regulatory)	12.25		%	11.94		%	11.61		%	12.24		%	12.27		%	12.25		%	12.27		%
Effect of other comprehensive income	(0.68		)	(0.57		)	(0.50		)	(0.29		)	(0.13		)	(0.68		)	(0.13		)
Effect of deferred tax limitation	0.30			0.33			0.42			0.51			0.94			0.30			0.94
Effect of trust preferred	(0.26		)	(0.34		)	(0.34		)	(0.36		)	(0.24		)	(0.26		)	(0.24		)
Basel III intangibles transition adjustment	—			—			—			(0.05		)	(0.04		)	—			(0.04		)
Tangible common equity to risk-weighted assets	11.61		%	11.36		%	11.19		%	12.05		%	12.80		%	11.61		%	12.80		%

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 third quarter of 2018 was $112 million, compared to $89.8 million for the third quarter of 2017. Taxable equivalent net interest revenue for the third quarter of 2018 was $113 million, which represents an increase of $22.2 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 third quarter of 2018 increased $1.19 billion, or 12%, from the third quarter of 2017, which was due primarily to the increase in loans. Average loans increased $1.05 billion, or 15%, from the third 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 $7.38 billion for the third quarter of 2018 increased $564 million from the third quarter of 2017. Average non-interest-bearing deposits increased $412 million from the third quarter of 2017 to $3.25 billion for the third quarter of 2018. The average cost of interest-bearing liabilities for the third quarter of 2018 was 0.89% compared to 0.53% 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 100 basis points since September 30, 2017, United’s cost of interest-bearing deposits has increased only 35 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 third quarters of 2018 and 2017, the net interest spread was 3.64% and 3.37%, respectively, while the net interest margin was 3.95% and 3.54%, respectively. The increase in the net interest margin reflects the impact of higher short-term interest rates on floating-rate loans and securities in combination with United’s ability to improve its overall yield on interest-earning assets through growth in the loan portfolio. The resulting increases in interest revenue more than offset the increase in interest expense due to increased pricing on interest-bearing liabilities from the prior year.

For the first nine months of 2018, net interest revenue was $324 million, an increase of $65.4 million, or 25%, from the first nine months

of 2017. Similarly, fully taxable equivalent net interest revenue for the first nine months of 2018 was $325 million, an increase of $65.4 million, or 25%, from the first nine months of 2017. Average earning assets increased 12% to $11.2 billion during the first nine 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 58 basis points to 4.39% in the first nine months of 2018 primarily due to a higher loan yield. The higher loan portfolio yield reflects the effect of rising interest rates and changes in portfolio composition, primarily due to the NLFC acquisition. The rate on interest-bearing liabilities during the first nine months of 2018 increased 28 basis points. The higher yield on interest-earning assets more than offset the higher cost of interest-bearing liabilities and resulted in a 39 basis point increase in the net interest margin from the first nine months of 2017 to the first nine months 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.

Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis

For the Three Months Ended September 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⁾	$	8,199,856		$	108,197	5.23	%	$	7,149,348		$	80,301	4.46	%
Taxable securities⁽³⁾	2,763,461			18,847		2.73		2,695,162			17,204		2.55
Tax-exempt securities (FTE) ⁽¹⁾⁽³⁾	152,939			1,417		3.71		105,151			1,098		4.18
Federal funds sold and other interest-earning assets	203,707			751		1.47		183,170			883		1.93
Total interest-earning assets (FTE)	11,319,963			129,212		4.53		10,132,831			99,486		3.90
Noninterest-earning assets:
Allowance for loan losses	(62,322		)					(60,098		)
Cash and due from banks	123,290							103,477
Premises and equipment	216,775							203,579
Other assets ⁽³⁾	703,915							599,725
Total assets	$	12,301,621						$	10,979,514

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand	$	1,874,397		1,901		0.40		$	1,863,160		700		0.15
Money market	2,167,031			3,261		0.60		2,170,148			1,953		0.36
Savings	680,640			33		0.02		593,823			34		0.02
Time	1,545,020			3,351		0.86		1,338,786			1,548		0.46
Brokered time deposits	434,182			2,395		2.19		109,811			322		1.16
Total interest-bearing deposits	6,701,270			10,941		0.65		6,075,728			4,557		0.30
Federal funds purchased and other borrowings	50,767			274		2.14		11,313			36		1.26
Federal Home Loan Bank advances	331,413			1,791		2.14		574,404			1,709		1.18
Long-term debt	296,366			3,605		4.83		154,616			2,762		7.09
Total borrowed funds	678,546			5,670		3.32		740,333			4,507		2.42
Total interest-bearing liabilities	7,379,816			16,611		0.89		6,816,061			9,064		0.53
Noninterest-bearing liabilities:
Noninterest-bearing deposits	3,249,218							2,837,378
Other liabilities	278,764							133,212
Total liabilities	10,907,798							9,786,651
Shareholders' equity	1,393,823							1,192,863
Total liabilities and shareholders' equity	$	12,301,621						$	10,979,514

Net interest revenue (FTE)				$	112,601						$	90,422
Net interest-rate spread (FTE)						3.64	%						3.37	%
Net interest margin (FTE) ⁽⁴⁾						3.95	%						3.54	%


(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 $49.9 million in 2018 and pretax unrealized gains of $12.6 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.

Table 3 - Average Consolidated Balance Sheets and Net Interest Analysis

For the Nine Months Ended September 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⁾	$	8,124,269		$	307,981	5.07	%	$	7,011,962		$	227,853	4.34	%
Taxable securities ⁽³⁾	2,712,900			53,399		2.62		2,731,081			52,058		2.54
Tax-exempt securities (FTE)⁽¹⁾⁽³⁾	150,014			4,106		3.65		68,005			2,139		4.19
Federal funds sold and other interest-earning assets	209,836			2,123		1.35		157,582			2,290		1.94
Total interest-earning assets (FTE)	11,197,019			367,609		4.39		9,968,630			284,340		3.81
Non-interest-earning assets:
Allowance for loan losses	(61,259		)					(60,971		)
Cash and due from banks	138,809							102,529
Premises and equipment	217,339							195,576
Other assets ⁽³⁾	717,555							582,194
Total assets	$	12,209,463						$	10,787,958

Liabilities and Shareholders' Equity:
Interest-bearing liabilities:
Interest-bearing deposits:
NOW and interest-bearing demand	$	2,009,029		4,317		0.29		$	1,907,889		1,932		0.14
Money market	2,203,677			8,019		0.49		2,100,296			4,938		0.31
Savings	671,883			117		0.02		576,927			89		0.02
Time	1,534,823			8,288		0.72		1,292,521			3,499		0.36
Brokered time deposits	298,653			4,612		2.06		106,753			758		0.95
Total interest-bearing deposits	6,718,065			25,353		0.50		5,984,386			11,216		0.25
Federal funds purchased and other borrowings	58,144			772		1.78		22,525			177		1.05
Federal Home Loan Bank advances	392,227			5,551		1.89		616,388			4,603		1.00
Long-term debt	295,966			10,679		4.82		168,271			8,490		6.75
Total borrowed funds	746,337			17,002		3.05		807,184			13,270		2.20
Total interest-bearing liabilities	7,464,402			42,355		0.76		6,791,570			24,486		0.48
Noninterest-bearing liabilities:
Noninterest-bearing deposits	3,178,387							2,738,118
Other liabilities	199,848							121,672
Total liabilities	10,842,637							9,651,360
Shareholders' equity	1,366,826							1,136,598
Total liabilities and shareholders' equity	$	12,209,463						$	10,787,958

Net interest revenue (FTE)				$	325,254						$	259,854
Net interest-rate spread (FTE)						3.63	%						3.33	%
Net interest margin (FTE) ⁽⁴⁾						3.88	%						3.49	%


(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 $40.4 million in 2018 and pretax unrealized gains of $4.67 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.

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 September 30, 2018									Nine Months Ended September 30, 2018
	Compared to 2017 Increase (decrease) Due to Changes in
	Volume			Rate			Total			Volume			Rate			Total
Interest-earning assets:
Loans (FTE)	$	12,741		$	15,155		$	27,896		$	39,081		$	41,047		$	80,128
Taxable securities	444			1,199			1,643			(348		)	1,689			1,341
Tax-exempt securities (FTE)	454			(135		)	319			2,277			(310		)	1,967
Federal funds sold and other interest-earning assets	91			(223		)	(132		)	639			(806		)	(167		)
Total interest-earning assets (FTE)	13,730			15,996			29,726			41,649			41,620			83,269

Interest-bearing liabilities:
NOW and interest-bearing demand accounts	4			1,197			1,201			108			2,277			2,385
Money market accounts	(3		)	1,311			1,308			254			2,827			3,081
Savings deposits	5			(6		)	(1		)	16			12			28
Time deposits	270			1,533			1,803			759			4,030			4,789
Brokered deposits	1,597			476			2,073			2,331			1,523			3,854
Total interest-bearing deposits	1,873			4,511			6,384			3,468			10,669			14,137
Federal funds purchased & other borrowings	198			40			238			414			181			595
Federal Home Loan Bank advances	(924		)	1,006			82			(2,107		)	3,055			948
Long-term debt	1,933			(1,090		)	843			5,108			(2,919		)	2,189
Total borrowed funds	1,207			(44		)	1,163			3,415			317			3,732
Total interest-bearing liabilities	3,080			4,467			7,547			6,883			10,986			17,869

Increase in net interest revenue (FTE)	$	10,650		$	11,529		$	22,179		$	34,766		$	30,634		$	65,400

Provision for Credit Losses

The provision for credit losses is based on management’s evaluation of probable incurred losses in the loan portfolio and unfunded loan commitments and corresponding analysis of the allowance for credit losses at quarter-end. Provision for credit losses was $1.80 million and $7.40 million for the three and nine months ended September 30, 2018, compared to $1.00 million and $2.60 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 September 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 nine months ended September 30, 2018, net loan charge-offs as an annualized percentage of average outstanding loans were 0.07% compared to 0.09% 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.

Noninterest income

Noninterest income for the third quarter of 2018 was $24.2 million, an increase of $3.61 million, or 18%, compared to the third quarter of 2017. For the nine months ended September 30, 2018, noninterest income totaled $69.9 million, an increase of $3.58 million, or 5%, compared to the same period of 2017. Much of the overall increase in both periods is due to the Acquisitions. The following table presents the components of noninterest income for the periods indicated.

Table 5 - Noninterest Income

(in thousands)



	Three Months Ended September 30,				Change					Nine Months Ended September 30,					Change
	2018		2017		Amount			Percent		2018			2017		Amount			Percent
Overdraft fees	$	3,765	$	3,555	$	210		6	%	$	10,897		$	10,273	$	624		6	%
ATM and debit card fees	3,231		2,810		421			15		9,573			13,734		(4,161		)	(30	)
Other service charges and fees	2,116		1,855		261			14		6,361			5,518		843			15
Service charges and fees	9,112		8,220		892			11		26,831			29,525		(2,694		)	(9	)
Mortgage loan and related fees	5,262		4,200		1,062			25		15,928			13,435		2,493			19
Brokerage fees	1,525		1,009		516			51		3,598			3,565		33			1
Gains on sales of SBA/USDA loans	2,605		2,806		(201		)	(7	)	6,784			7,391		(607		)	(8	)
Customer derivatives	611		554		57			10		2,041			1,808		233			13
Securities gains (losses), net	2		188		(186		)			(1,302		)	190		(1,492		)
Other	5,063		3,596		1,467			41		16,036			10,418		5,618			54
Total noninterest income	$	24,180	$	20,573	$	3,607		18		$	69,916		$	66,332	$	3,584		5

Service charges and fees of $9.11 million for the third quarter of 2018 increased $892,000, or 11%, from the third quarter of 2017, primarily due to the Acquisitions. Service charges and fees for the nine months ended September 30, 2018 decreased $2.69 million, or 9% compared to the same period of 2017. The decrease for the nine months ended 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 third quarter of 2018 increased $1.06 million, or 25%, from the third quarter of 2017. For the nine months ended September 30, 2018 mortgage loan and related fees increased $2.49 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 third quarter of 2018, United closed 1,021 mortgage loans totaling $237 million compared with 848 mortgage loans totaling $193 million in the third quarter of 2017. Year-to-date mortgage production in 2018 amounted to 2,897 loans totaling $688 million, compared to 2,433 loans totaling $548 million for the same period in 2017. United had $164 million and $419 million in home purchase mortgage originations in the third quarter and first nine months of 2018, which accounted for 70% and 62% of mortgage production volume, respectively, compared with $117 million and $351 million, or 60% and 64%, respectively, of production volume for the same periods a year ago.

Brokerage fees for the first nine months of 2018 totaled $3.60 million, flat compared to the same period of 2017. Brokerage fees for the third quarter of 2018 increased 51% compared to the third quarter 2017. The increase primarily relates to the completion of the transition to a new third-party broker dealer, which began in the first quarter of 2018.

In the third quarter and first nine months of 2018, United realized $2.61 million and $6.78 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 $2.81 million and $7.39 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 third quarter and first nine months of 2018, United sold the guaranteed portion of loans in the amount of $35.6 million and $86.3 million, respectively, compared to $29.9 million and $83.6 million, respectively, for the same periods a year ago.

Other noninterest income for the third quarter and first nine months of 2018 was up $1.47 million and $5.62 million, respectively, from the same periods of 2017. Noninterest income from NLFC added approximately $1.29 million and $3.24 million, respectively, to other noninterest income for the third quarter and first nine months of 2018. Other noninterest income for the nine months ended September 30, 2018 also included $533,000 in gains from the prepayment of fixed rate FHLB advances and $1.16 million in gains from the cancellation of interest rate swaps and caps that were serving as economic hedges to protect against rising interest rates.

The securities losses of $1.30 million recognized in the first nine months of 2018 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 September 30,				Change					Nine Months Ended September 30,				Change
	2018		2017		Amount			Percent		2018		2017		Amount			Percent
Salaries and employee benefits	$	47,146	$	38,027	$	9,119		24	%	$	135,384	$	112,056	$	23,328		21	%
Communications and equipment	5,590		4,547		1,043			23		15,071		14,443		628			4
Occupancy	5,779		4,945		834			17		16,939		14,802		2,137			14
Advertising and public relations	1,442		1,026		416			41		4,341		3,347		994			30
Postage, printing and supplies	1,574		1,411		163			12		4,896		4,127		769			19
Professional fees	3,927		2,976		951			32		11,435		8,391		3,044			36
FDIC assessments and other regulatory charges	2,228		2,127		101			5		6,677		4,758		1,919			40
Amortization of core deposit intangibles	1,204		968		236			24		3,764		2,841		923			32
Other	8,236		6,227		2,009			32		23,425		19,660		3,765			19
Total excluding merger-related and other charges	77,126		62,254		14,872			24		221,932		184,425		37,507			20
Merger-related and other charges	115		3,176		(3,061		)			4,449		7,060		(2,611		)
Amortization of noncompete agreements	477		244		233					1,662		244		1,418
Total noninterest expenses	$	77,718	$	65,674	$	12,044		18		$	228,043	$	191,729	$	36,314		19

Noninterest expenses for the third quarter and first nine months of 2018 totaled $77.7 million and $228 million, respectively, up 18% and 19%, respectively, from the same periods of 2017. Much of the overall increase was due to the Acquisitions.

Salaries and employee benefits for the third quarter and first nine months of 2018 were $47.1 million and $135 million, respectively, up 24% and 21%, respectively, from same periods 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, incentive accruals, and annual merit-based salary increases awarded in the second quarter of 2018. Full time equivalent headcount totaled 2,300 at September 30, 2018, up from 2,020 at September 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 third quarter and first nine months of 2018 of $3.93 million and $11.4 million increased 32% and 36%, from the same periods of 2017. The increase was due primarily to the Acquisitions, technology related projects, and increased legal fees associated with loan growth.

FDIC assessments and other regulatory charges for the nine months ended September 30, 2018 increased relative to the same period in 2017 due to a larger balance sheet as well as the effect of the higher deposit insurance assessment imposed beginning in the third quarter of 2017 as a result of United’s exceeding the $10 billion asset size threshold.

Amortization of core deposit intangibles of $1.20 million and $3.76 million, respectively, in the third quarter and first nine months of 2018 increased relative to the same periods in 2017 due to the additional amortization resulting from intangibles related to the HCSB and FOFN acquisitions.

Merger-related and other charges for the three months ended September 30, 2018 decreased $3.06 million from the same period of 2017, due to the lack of merger-related activity during the period and gains recognized on the sale of surplus properties of approximately $411,000. In the first nine months of 2018, merger-related and other charges of $4.45 million included these gains offset by expenses primarily consisting of severance, conversion costs, branch closure costs, and legal and professional fees. Merger-related and other charges for the third quarter of 2017 of $3.18 million consisted of merger costs of $2.04 million and impairment charges on surplus properties of $1.14 million. In the first nine months of 2017, merger-related and other charges of $7.06 million included these costs as well as executive retirement costs, severance, branch closure costs and technology equipment write offs.

Income Taxes

The income tax provision for the three and nine months ended September 30, 2018 was $13.1 million and $37.4 million, respectively, which represents an effective tax rate of 23.1% and 23.6% respectively, for each period. The income tax provision for the three and nine months ended September 30, 2017 was $15.7 million and $50.7 million, respectively, which represents an effective tax rate of 36.0% and 38.9%, respectively, for each period. The effective tax rates for the third quarter and first nine months of 2018 reflect 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 first nine months 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 nine months of 2017 was affected by the release of disproportionate tax effects in the first quarter of 2017.

The valuation allowance could fluctuate in future periods based on the assessment of the positive and negative evidence. Management’s conclusion at September 30, 2018 that it was more likely than not that the net deferred tax asset of $76.9 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.

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.

Balance Sheet Review

Total assets at September 30, 2018 and December 31, 2017 were $12.4 billion and $11.9 billion, respectively. Average total assets for the third quarter and first nine months of 2018 were $12.3 billion and $12.2 billion, respectively, up from $11.0 billion and $10.8 billion, respectively, in the third quarter and first nine months of 2017.

The following table presents a summary of the loan portfolio.

Table 7 - Loans Outstanding

(in thousands)



	September 30, 2018			December 31, 2017
By Loan Type
Owner occupied commercial real estate	$	1,673,279		$	1,923,993
Income producing commercial real estate	1,787,888			1,595,174
Commercial & industrial	1,193,640			1,130,990
Commercial construction	761,571			711,936
Equipment financing	508,651			—
Total commercial	5,925,029			5,362,093
Residential mortgage	1,034,962			973,544
Home equity lines of credit	702,279			731,227
Residential construction	197,845			183,019
Consumer direct	124,064			127,504
Indirect auto	242,287			358,185
Total loans	$	8,226,466		$	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	13			13
Home equity lines of credit	9			9
Residential construction	2			2
Consumer direct	1			2
Indirect auto	3			4
Total	100		%	100		%

By Geographic Location
North Georgia	$	992,016		$	1,018,945
Atlanta MSA	1,492,670			1,510,067
North Carolina	1,078,147			1,049,592
Coastal Georgia	609,568			629,919
Gainesville MSA	234,828			248,060
East Tennessee	460,592			474,515
South Carolina	1,586,043			1,485,632
Commercial Banking Solutions	1,530,315			960,657
Indirect auto	242,287			358,185
Total loans	$	8,226,466		$	7,735,572

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 equipment financing and SBA and franchise lending. Approximately 75% of United’s loans are secured by real estate. Total loans averaged $8.20 billion in the third quarter of 2018, compared with $7.15 billion in the third quarter of 2017, an increase of 15% due in part to the Acquisitions. At September 30, 2018, total loans were $8.23 billion, an increase of $491 million from December 31, 2017, of which $358 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 September 30, 2018 and December 31, 2017, the funded portion of home equity lines totaled $702 million and $731 million, respectively. Approximately 3% of the home equity lines at September 30, 2018 were amortizing. Of the $702 million in balances outstanding at September 30, 2018, $423 million, or 60%, were secured by first liens. At September 30, 2018, 52% 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.

The table below presents performing classified loans for the last five quarters.

Table 8 - Performing Classified Loans

(in thousands)



	September 30, 2018		June 30, 2018		March 31, 2018		December 31, 2017		September 30, 2017
By Category
Owner occupied commercial real estate	$	38,601	$	42,169	$	42,096	$	41,467	$	37,147
Income producing commercial real estate	24,170		26,120		24,984		30,061		20,922
Commercial & industrial	21,509		17,820		11,003		11,879		10,740
Commercial construction	8,012		10,102		8,422		8,264		6,213
Equipment financing	274		820		414		—		—
Total commercial	92,566		97,031		86,919		91,671		75,022
Residential mortgage	13,582		14,970		14,824		15,323		15,914
Home equity	4,818		5,117		5,491		6,055		5,603
Residential construction	1,397		1,567		1,506		1,837		1,754
Consumer direct	416		498		1,142		515		508
Indirect auto	1,704		1,291		1,498		1,760		1,685
Total	$	114,483	$	120,474	$	111,380	$	117,161	$	100,486

By Market
North Georgia	$	23,540	$	25,417	$	26,243	$	30,952	$	30,049
Atlanta MSA	13,410		13,640		12,145		9,358		9,936
North Carolina	18,315		24,886		27,186		30,670		11,341
Coastal Georgia	3,214		3,550		3,075		3,322		2,791
Gainesville MSA	950		966		662		750		456
East Tennessee	11,783		12,737		12,402		10,953		10,620
South Carolina	28,533		22,841		26,800		27,212		31,123
Commercial Banking Solutions	13,034		15,146		1,369		2,184		2,485
Indirect auto	1,704		1,291		1,498		1,760		1,685
Total loans	$	114,483	$	120,474	$	111,380	$	117,161	$	100,486

At September 30, 2018, performing classified loans totaled $114 million, which represents a decrease of $5.99 million from the prior quarter-end.

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.

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 September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Allowance for loan and lease losses at beginning of period	$	61,071		$	59,500		$	58,914		$	61,422
Charge-offs:
Owner occupied commercial real estate	—			100			67			283
Income producing commercial real estate	375			1,235			2,685			2,335
Commercial & industrial	660			329			1,277			1,143
Commercial construction	24			206			440			769
Equipment financing	700			—			862			—
Residential mortgage	235			396			417			1,069
Home equity lines of credit	426			321			761			1,216
Residential construction	32			57			40			127
Consumer direct	643			475			1,846			1,374
Indirect auto	228			333			1,043			1,066
Total loans charged-off	3,323			3,452			9,438			9,382
Recoveries:
Owner occupied commercial real estate	251			144			939			501
Income producing commercial real estate	375			76			842			123
Commercial & industrial	242			529			848			1,141
Commercial construction	66			320			322			912
Equipment financing	218			—			386			—
Residential mortgage	66			83			290			200
Home equity lines of credit	147			265			372			485
Residential construction	195			21			326			153
Consumer direct	244			314			599			716
Indirect auto	53			65			188			214
Total recoveries	1,857			1,817			5,112			4,445
Net charge-offs	1,466			1,635			4,326			4,937
Provision for loan and lease losses	1,335			740			6,352			2,120
Allowance for loan and lease losses at end of period	60,940			58,605			60,940			58,605

Allowance for unfunded commitments at beginning of period	2,895			2,222			2,312			2,002
Provision for losses on unfunded commitments	465			260			1,048			480
Allowance for unfunded commitments at end of period	3,360			2,482			3,360			2,482
Allowance for credit losses	$	64,300		$	61,087		$	64,300		$	61,087

Total loans and leases:
At period-end	$	8,226,466		$	7,202,937		$	8,226,466		$	7,202,937
Average	8,199,856			7,149,348			8,124,269			7,011,962
Allowance for loan and lease losses as a percentage of period-end loans and leases	0.74		%	0.81		%	0.74		%	0.81		%
As a percentage of average loans (annualized):
Net charge-offs	0.07			0.09			0.07			0.09
Provision for loan and lease losses	0.06			0.04			0.10			0.04

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 $64.3 million at September 30, 2018, compared with $61.2 million at December 31, 2017. At September 30, 2018, the allowance for loan losses was $60.9 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 September 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)



	September 30, 2018			December 31, 2017
Nonperforming loans	$	22,530		$	23,658
Foreclosed properties/other real estate owned ("OREO")	1,336			3,234

Total nonperforming assets	$	23,866		$	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	0.29			0.35
Nonperforming assets as a percentage of total assets	0.19			0.23

At September 30, 2018, nonperforming loans were $22.5 million compared to $23.7 million at December 31, 2017. Nonperforming assets, which include nonperforming loans and foreclosed real estate, totaled $23.9 million at September 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 September 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 following table summarizes nonperforming assets by category and market as of the dates indicated.

Table 11 - Nonperforming Assets by Category and Market

(in thousands)



	September 30, 2018						December 31, 2017
	Nonaccrual Loans		Foreclosed Properties		Total NPAs		Nonaccrual Loans		Foreclosed Properties		Total NPAs
BY CATEGORY
Owner occupied commercial real estate	$	4,884	$	183	$	5,067	$	4,923	$	1,955	$	6,878
Income producing commercial real estate	1,194		156		1,350		3,208		244		3,452
Commercial & industrial	1,516		—		1,516		2,097		—		2,097
Commercial construction	825		522		1,347		758		884		1,642
Equipment financing	1,181		—		1,181		—		—		—
Total commercial	9,600		861		10,461		10,986		3,083		14,069
Residential mortgage	8,928		424		9,352		8,776		136		8,912
Home equity lines of credit	2,814		—		2,814		2,024		15		2,039
Residential construction	455		51		506		192		—		192
Consumer direct	105		—		105		43		—		43
Indirect auto	628		—		628		1,637		—		1,637
Total NPAs	$	22,530	$	1,336	$	23,866	$	23,658	$	3,234	$	26,892

BY MARKET
North Georgia	$	7,170	$	361	$	7,531	$	7,310	$	94	$	7,404
Atlanta MSA	1,778		132		1,910		1,395		279		1,674
North Carolina	3,690		480		4,170		4,543		1,213		5,756
Coastal Georgia	1,498		—		1,498		2,044		20		2,064
Gainesville MSA	212		—		212		739		—		739
East Tennessee	1,403		128		1,531		1,462		—		1,462
South Carolina	3,280		235		3,515		3,433		1,059		4,492
Commercial Banking Solutions	2,871		—		2,871		1,095		569		1,664
Indirect auto	628		—		628		1,637		—		1,637
Total NPAs	$	22,530	$	1,336	$	23,866	$	23,658	$	3,234	$	26,892

At September 30, 2018 and December 31, 2017, United had $55.2 million and $58.1 million, respectively, in loans with terms that have been modified in TDRs. Included therein were $7.15 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 $48.0 million and $52.6 million, respectively, were performing according to their modified terms and are therefore not considered to be nonperforming assets.

At September 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 September 30, 2018 and December 31, 2017 was $21.6 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 September 30, 2018 and December 31, 2017 of $35.8 million and $52.9 million, respectively, had specific reserves that totaled $2.39 million and $3.26 million, respectively. The average recorded investment in impaired loans for the third quarters of 2018 and 2017 was $58.5 million and $84.2 million, respectively. For the nine months ended September 30, 2018 and 2017, the average recorded investment in impaired loans was $61.0 million and $84.2 million, respectively. For the three and nine months ended September 30, 2018, United recognized $802,000 and $2.28 million, respectively, in interest revenue on impaired loans compared to $931,000 and $2.89 million, respectively, for the same periods of the prior year.

The table below summarizes activity in nonperforming assets for the periods indicated.

Table 12 - Activity in Nonperforming Assets

(in thousands)



	Third Quarter 2018									Third Quarter 2017
	Nonaccrual Loans			Foreclosed Properties			Total NPAs			Nonaccrual Loans			Foreclosed Properties			Total NPAs
Beginning Balance	$	21,817		$	2,597		$	24,414		$	23,095		$	2,739		$	25,834
Acquisitions	—			—			—			20			805			825
Loans placed on non-accrual	5,759			—			5,759			7,964			—			7,964
Payments received	(3,095		)	—			(3,095		)	(5,192		)	—			(5,192		)
Loan charge-offs	(1,588		)	—			(1,588		)	(2,159		)	—			(2,159		)
Foreclosures	(363		)	454			91			(807		)	683			(124		)
Property sales	—			(1,659		)	(1,659		)	—			(1,295		)	(1,295		)
Write downs	—			(166		)	(166		)	—			(236		)	(236		)
Net gains on sales	—			110			110			—			40			40
Ending Balance	$	22,530		$	1,336		$	23,866		$	22,921		$	2,736		$	25,657

	First Nine Months of 2018									First Nine 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			20			805			825
Loans placed on non-accrual	16,834			—			16,834			19,246			—			19,246
Payments received	(11,943		)	—			(11,943		)	(11,193		)	—			(11,193		)
Loan charge-offs	(4,803		)	—			(4,803		)	(5,015		)	—			(5,015		)
Foreclosures	(1,644		)	2,063			419			(1,676		)	1,725			49
Property sales	—			(3,645		)	(3,645		)	—			(7,076		)	(7,076		)
Write downs	—			(344		)	(344		)	—			(1,010		)	(1,010		)
Net gains on sales	—			28			28			—			343			343
Ending Balance	$	22,530		$	1,336		$	23,866		$	22,921		$	2,736		$	25,657

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 third quarter of 2018, United transferred $454,000 of loans into foreclosed property through foreclosures. During the same period, proceeds from sales of foreclosed property were $1.66 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 September 30, 2018 and December 31, 2017, United had securities held-to-maturity with a carrying amount of $286 million and $321 million, respectively, and securities available-for-sale totaling $2.59 billion and $2.62 billion, respectively. At September 30, 2018 and December 31, 2017, the securities portfolio represented approximately 23% and 25%, respectively, of total assets.

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 September 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 nine months ended September 30, 2018 or 2017.

At September 30, 2018 and December 31, 2017, 13% 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 September 30, 2018 were $9.68 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 $7.01 billion at September 30, 2018 increased $245 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.

Borrowing Activities

The Bank is a shareholder in the Federal Home Loan Bank of Atlanta (“FHLB”). Through this affiliation, FHLB secured advances totaled $300 million and $505 million, respectively, as of September 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.

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
	September 30, 2018				December 31, 2017
Change in Rates	Shock		Ramp		Shock		Ramp
100 basis point increase	(0.12	)%	(0.64	)%	0.11	%	(0.33	)%
100 basis point decrease	(5.08	)	(2.87	)	(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 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 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.

Derivative financial instruments are used to manage interest rate sensitivity. 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, investment securities and wholesale funding strategies are used to manage interest rate risk.

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 $279,000 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

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. The primary objective 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. 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.

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 September 30, 2018, United had cash and cash equivalent balances of $312 million and had sufficient qualifying collateral to increase FHLB advances by $929 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 $200 million for the nine months ended September 30, 2018. Net income of $121 million for the nine-month period included non-cash expenses for the following: deferred income tax expense of $36.3 million, depreciation, amortization and accretion of $24.5 million, provision expense of $7.40 million and stock-based compensation expense of $4.08 million. Other sources of cash from operating activities included an increase in accrued expenses and other liabilities of $17.6 million and a decrease in mortgage loans held for sale of $8.00 million, partially offset by an increase in other assets and accrued interest receivable of $13.5 million. Net cash used in investing activities of $170 million consisted primarily of $425 million in purchases of securities available for sale, cash paid for acquisitions of $56.8 million and a net increase in loans of $123 million. These uses of cash were partially offset by maturities and calls and proceeds from the sale of investment securities available for sale of $250 million and $157 million, respectively. Net cash used in financing activities of $32.3 million consisted primarily of a net decrease in short-term borrowings of $265 million, a net decrease in FHLB advances of $204 million, cash dividends of $29.6 million and repayments of long-term debt of $53.5 million. These uses of cash were partially offset by a net increase in deposits of $423 million and issuance of subordinated debt of $98.2 million. In the opinion of management, United’s liquidity position at September 30, 2018, was sufficient to meet its expected cash flow requirements.

Capital Resources and Dividends

Shareholders’ equity at September 30, 2018 was $1.40 billion, an increase of $98.5 million from December 31, 2017 due to shares issued for the NLFC acquisition plus year-to-date earnings less dividends declared, partially offset by 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 September 30, 2018 and December 31, 2017. As of September 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		September 30, 2018			December 31, 2017			September 30, 2018			December 31, 2017
Risk-based ratios:
Common equity tier 1 capital	4.5	%	6.5	%	11.99		%	11.98		%	13.74		%	12.93		%
Tier 1 capital	6.0		8.0		12.25			12.24			13.74			12.93
Total capital	8.0		10.0		14.15			13.06			14.43			13.63
Leverage ratio	4.0		5.0		9.46			9.44			10.60			9.98

Common equity tier 1 capital					$	1,111,256		$	1,053,983		$	1,269,814		$	1,135,728
Tier 1 capital					1,135,506			1,076,465			1,269,814			1,135,728
Total capital					1,311,434			1,149,191			1,334,114			1,196,954
Risk-weighted assets					9,266,389			8,797,387			9,244,072			8,781,177
Average total assets					12,003,855			11,403,248			11,978,337			11,385,716

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	31.93		27.82		27.89		414,541	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 September 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 September 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 September 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table contains information for shares repurchased during the third 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⁾
July 1, 2018 - July 31, 2018	—	—		—	36,342
August 1, 2018 - August 31, 2018	—	—		—	36,342
September 1, 2018 - September 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 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 September 30, 2018, the remaining authorization was $36.3 million. In November of 2018, the Board of Directors authorized an increase in the repurchase program to $50 million, as well as an extension through December 31, 2019.

Item 3. Defaults upon Senior Securities – None

Item 4. Mine Safety Disclosures – None

Item 5. Other Information – None

Item 6. Exhibits



Exhibit No.		Description

10.1		Form of Restricted Stock Unit Award Agreement subject to Performance-Based Vesting for Key Employees

31.1		Certification by H. Lynn Harton, President and Chief Executive Officer of United Community Banks, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Jefferson L. Harralson, Executive Vice President and Chief Financial Officer of United Community Banks, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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
	President and 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: November 8, 2018

Exhibit

Exhibit 10.1

UNITED COMMUNITY BANKS, INC.

AMENDED AND RESTATED

2000 KEY EMPLOYEE STOCK OPTION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Key Employee)



Grantee:	_____________

Number of RSUs Granted:	______________ RSUs subject to Performance-Based Vesting, subject to increase in accordance with this Agreement

Date of Grant:

Vesting Schedule for Performance-Based RSUs:	See Schedule A

THIS AGREEMENT (the “Agreement”) is entered into as of the _____day of ______, _________, by and between UNITED COMMUNITY BANKS, INC., a Georgia corporation (the “Company”), and the individual designated above (the “Grantee”).

WHEREAS, the Company maintains the United Community Banks, Inc. Amended and Restated 2000 Key Employee Stock Option Plan (the “Plan”), and the Grantee has been selected by the Committee to receive a Restricted Stock Unit Award, vesting upon either the specified passage of time as specified above or fulfillment of the performance criteria as set forth in Schedule A attached hereto, under the Plan;

WHEREAS, the performance objectives, if any, shall be established as reasonable and achievable goals consistent with the safe and sound operation of the Company;

NOW, THEREFORE, IT IS AGREED, by and between the Company and the Grantee, as follows:

1.Award of Restricted Stock Units

1.1 Grant. The Company hereby grants to the Grantee an award of Restricted Stock Units (“RSUs”) in the amount set forth above, subject to, and in accordance with, the restrictions, terms, and conditions set forth in this Agreement and the Plan. The grant date of this award of RSUs is set forth above (the “Date of Grant”).

1.2 Construction. This Agreement (including Schedule A attached hereto, if applicable) shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

1.3 Execution of the Agreement. This Award is conditioned on the Grantee’s execution of this Agreement. By executing this Agreement, the Grantee agrees to the terms set forth in this Agreement (and the provisions of the Plan incorporated herein). If this Agreement is not executed by the Grantee and returned to the Company within

seven (7) days of the Date of Grant, it may be canceled by the Committee resulting in the immediate forfeiture of all RSUs granted hereunder.

2. Vesting and Termination of Employment

2.1 Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as Schedule A, if applicable, if the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with Schedule A, if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be issued to the Grantee free and clear of all restrictions imposed by this Agreement (except those imposed by Sections 3.3 and 7 below). As soon as practicable (and no later than thirty (30) days) after the Vesting Date, the Company shall transfer such Shares to an unrestricted account in the name of the Grantee (or, if the Grantee has died, to his or her surviving spouse or, if none, to the Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Company or service as a member of the Board of Directors of the Company or a Subsidiary shall be considered employment with the Company.

2.2 Termination of Employment Due to Death or Disability. If the Grantee’s employment is terminated by the Company as a result of death or Disability (as defined in the Plan), any unvested portion of the grant that would have vested, either by the specified passage of time or the fulfillment of the performance criteria in accordance with Schedule A, if applicable, with respect to the year in which the termination occurred had the Grantee remained employed and any earlier year, and any unvested portion of the grant that would have vested in the subsequent year following termination had the Grantee remained employed, shall remain outstanding and all remaining unvested RSUs shall be immediately forfeited. A number of Shares equal to the number of unvested RSUs described in the preceding sentence shall become vested and shall be transferred to the Grantee (or the Grantee’s surviving spouse or estate) in the manner provided in Section 2.1 upon attainment of the original Vesting Date(s) (just as if the Grantee had remained employed) and/or the applicable performance criteria set forth on Schedule A, if applicable.

2.3 Termination of Employment by the Company for Cause. If the Grantee’s employment is terminated by the Company for Cause (as defined in the Plan), the unvested RSUs shall be forfeited immediately as of the Date of Termination.

2.4 Termination of Employment by the Company Without Cause or by the Grantee For Good Reason after the Initial Restriction Period.

2.4.1 If the Grantee’s employment with the Company is terminated after the expiration of the Initial Restriction Period either (i) by the Company without Cause (as defined in the Plan) or (ii) by the Grantee for Good Reason (as defined in Section 2.4.2 below), the unvested RSUs shall become vested on a pro-rata basis, as set forth in Schedule A.

2.4.2 For purposes of this Agreement, “Good Reason” for termination by the Grantee of the Grantee’s employment shall mean the occurrence (without the Grantee’s express written consent) of:

(i) a material reduction in the Grantee’s responsibilities at the Company;

(ii) the required relocation of the Grantee’s employment to a location outside of the market area of the Company;

(iii) a material reduction in the levels of coverage of the Grantee under the Company’s director and officer liability insurance policy or indemnification commitments; or

(iv) a substantial reduction in the Grantee’s base salary, a material reduction in his or her incentive compensation or the taking of any action by the Company which would, directly or indirectly, materially reduce any of the benefits provided to the Grantee under any of the Company’s pension, 401(k), deferred compensation, life insurance, medical, accident or disability plans in which the Grantee is participating.

2.4.3 The Grantee must give the Company notice of any event or condition that would constitute “Good Reason” within ninety (90) days of its initial existence and upon receipt of such notice, the Company shall have thirty (30) days to remedy the event or condition. If the event or condition is not remedied within such thirty (30) day period, any termination of employment by the Grantee for “Good Reason” must occur within six (6) months of the Grantee learning of the initial existence of the condition or event.

2.4.4 The Grantee’s right to terminate employment for Good Reason shall not be affected by the Grantee’s incapacity due to physical or mental illness, except for a Disability. The Grantee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

2.5 Termination During the Initial Restriction Period. If the Grantee’s employment is terminated by the Company without Cause prior to the expiration of the Initial Restriction Period by the Company, any unvested RSUs shall be forfeited immediately as of the Date of Termination.

2.6 Termination of Employment by the Grantee for Other Reasons. If the Grantee retires or voluntarily terminates his or her employment for any reason other than for Good Reason (as defined above) after the expiration of the Initial Restriction Period, the outstanding unvested RSUs shall immediately be forfeited as of the Date of Termination.

2.7 Nontransferability. The RSUs may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date the Grantee becomes vested in the RSUs and the Shares are issued.

2.8 Section 409A Compliance. To the extent applicable, this Agreement shall at all times be interpreted and operated in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the standards, regulations or other guidance promulgated thereunder (“Section 409A”). Any action that may be taken (and, to the extent possible, any action actually taken) by the Company shall not be taken (or shall be void and without effect), if such action violates the requirements of Section 409A. Any provision in this Agreement that is determined to violate the requirements of Section 409A shall be void and without effect. In addition, any provision that is required to appear in this Agreement in accordance with Section 409A that is not expressly set forth herein shall be deemed to be set forth herein, and the Agreement shall be administered in all respects as if such provision were expressly set forth. The Company shall delay the commencement of any delivery of Shares that are payable to the Grantee upon his separation from service if the Grantee is a “key employee” of the Company (as determined by the Company in accordance with procedures established by the Company that are consistent with Section 409A) to the date which is immediately following the earlier of (i) six (6) months after the date of the Grantee’s separation from service or (ii) the Grantee’s death, to the extent such delay is required under the provisions of Section 409A to avoid imposition of additional income and other taxes, provided that the Company and the Grantee agree to take into account any exemptions available under Section 409A. For purposes of this Agreement, termination of employment shall be construed consistent with the meaning of a separation from service within the meaning of Section 409A.

3. Change in Capitalization; Deferral Rights

3.1 Following the Grant Date of the RSUs through the date that is the earlier of (i) the date that the RSUs are vested and transferred to the Grantee pursuant to Section 2.1 or (ii) the date that the RSUs are forfeited, the Grantee shall be credited with dividend equivalents or other distributions declared on the Shares represented by the RSUs in the manner determined by the Committee. Within thirty (30) days after a Vesting Date, Grantee shall be paid in cash the dividend equivalents or other distributions with respect to the vested RSUs to which the dividend equivalents or other distributions relate, less applicable withholdings.

3.2 In the event of a change in capitalization, the Committee shall make appropriate adjustments in accordance with Section 4.3 of the Plan to reflect the change in capitalization, provided that any such additional Shares or additional or different shares or securities reflected in any such adjustment shall remain subject to the restrictions in this Agreement.

3.3 The Grantee represents and warrants that he is acquiring the Shares under this Agreement for investment purposes only, and not with a view to distribution thereof. The Grantee is aware that the Shares may not be registered under the federal or any state securities laws and that for that reason, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption from registration is available or the Shares are registered. By making this award of RSUs, the Company is not undertaking any obligation to register the RSUs under any federal or state securities laws.

3.4 To the extent the Grantee is eligible to participate in a deferred compensation plan established for such purpose, the Grantee may elect to defer delivery of the Shares that would otherwise be due by virtue of the lapse or waiver of the vesting requirements as set forth in Section 2. If such deferral election is made, the Committee shall, in its sole discretion, establish the rules and procedures for such deferrals which shall be in compliance with Section 409A.

4. No Right to Continued Employment

Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right with respect to continuance of employment by the Company, nor shall this Agreement or the Plan interfere in any way with the right of the Company to terminate the Grantee’s employment at any time. The Grantee is employed by the Company “at will,” which means that either the Grantee or the Company may terminate the Grantee’s employment at any time, for any reason.

5. Taxes and Withholding

The Grantee shall be responsible for all federal, state, and local income taxes payable with respect to this award of RSUs and any dividends or dividend equivalents paid on such RSUs. The Company and the Grantee agree to report the value of the RSUs in a consistent manner for federal income tax purposes. The Company shall have the right to retain and withhold from any payment of Shares (for the minimum required withholdings or such other amounts as will not result in adverse accounting treatment to the Company) or cash the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require the Grantee to reimburse the Company for any such taxes required to be withheld and may withhold any distribution in whole or in part until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due to the Grantee an amount equal to such taxes required to be withheld or withhold and cancel (for the minimum required withholdings or such other amounts as will not result in adverse accounting treatment to the Company) (in whole or in part) a number of Shares having a market value not less than the amount of such taxes.

6. The Grantee Bound By The Plan

The Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be bound by all the terms and provisions thereof.

7. Restrictive Covenants

7.1 In consideration for the grant of the RSUs, continued employment with the Company, and other good and valuable consideration, the Grantee agrees to the following:

(i) During the Grantee’s employment with the Company and for a one (1) year period after the Date of Termination, the Grantee will not directly or indirectly, individually, or on behalf of any Person other than the Company or a Subsidiary:

(a) solicit any Customers for the purpose of providing services identical to or reasonably substitutable for the Company’s Business;

(b) solicit or induce, or in any manner attempt to solicit or induce, any Person employed by the Company to leave such employment, whether or not such employment is pursuant to a written contract with the Company or any Subsidiary or is at will; or

(c) knowingly or intentionally damage or destroy the goodwill and esteem of the Company, any Subsidiary, the Company’s Business or the Company’s or any Subsidiary’s suppliers, employees, patrons, customers , and others who may at any time have or have had relations with the Company or any Subsidiary.

(ii) During the Grantee’s employment with the Company and at all times thereafter, the Grantee will not disclose or use Confidential Information, except as necessary to carry out his or her duties as an employee of the Company.

(iii) Upon termination or expiration of the Grantee’s employment with the Company for any reason whatsoever or at any time, the Grantee will upon request by the Company deliver promptly to the Company all materials (including electronically-stored materials), documents, plans, records, notes, or other papers, and any copies in the Grantee’s possession or control, relating in any way to the Company’s Business, which at all times shall be the property of the Company.

7.2 For purposes of this Agreement, the following terms shall have the meanings specified below:

(i) “Company’s Business” means the business of operating a commercial or retail bank, savings association, mutual thrift, credit union, trust company, securities brokerage or insurance agency.

(ii) “Confidential Information” means information, without regard to form, relating to the Company’s or any Subsidiary’s customers, operation, finances, and business that has value to the Company or any Subsidiary, is not generally known to competitors of the Company or a Subsidiary and that the Grantee became aware of due to his or her employment with the Company. Confidential Information includes, but is not limited to, technical or non-technical data (including personnel data), formulas, patterns, compilations (including compilations of customer information), programs, devices, methods, techniques, processes, financial data or lists of actual or potential customers (including identifying information about customers), whether or not in writing. Confidential Information includes information disclosed to the Company or any Subsidiary by third parties that the Company or any Subsidiary is obligated to maintain as confidential. Confidential Information subject to this Agreement may include information that is not a trade secret under applicable law, but information not constituting a trade secret only shall be treated as Confidential Information under this Agreement for a five (5) year period after the Date of Termination.

(iii) “Customers” means all Persons that (1) the Grantee serviced or solicited on behalf of the Company or any Subsidiary during the twenty-four (24) months prior to the Date of Termination, (2) whose dealings with the Company or any Subsidiary were coordinated or supervised, in whole or in part, by the Grantee during the twenty-four (24) months prior to the Date of Termination, or (3) about whom the Grantee obtained Confidential Information during the twenty-four (24) months prior to the Date of Termination, as a result of the Grantee’s association with the Company.

(iv) “Date of Termination” means the date upon which the Grantee’s employment with the Company ceases for any reason.

(v) “Person” means any individual, corporation, bank, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or other entity.

7.3 If the Grantee violates the restrictive covenants set forth in Section 7.1, then the Company shall be entitled to all remedies available in law or equity. In addition (and without limiting the foregoing), if the Grantee violates the restrictive covenants set forth in Section 7.1, the Committee shall, notwithstanding any other provision in this Agreement to the contrary, (i) cancel the outstanding RSUs that are not yet vested or with respect to which Shares have not yet been issued to the Grantee, and (ii) require the Grantee to return to the Company any Shares issued to the Grantee pursuant to vesting of the RSUs (or to pay to the Company the greater of the then current value of any such Shares or the value of the shares as of the applicable Vesting Date) that occurred (or will occur) during the period six (6) months prior to and one (1) year after the Date of Termination.

7.4 The Grantee acknowledges and agrees that the provisions of Section 7.1 are reasonable as to time, scope and territory given the Company’s need to protect its Confidential Information and its relationships and goodwill with its customers, suppliers, employees and contractors, all of which have been developed at great time and expense to the Company. The Grantee represents that he or she has the skills and abilities to obtain alternative employment after the Date of Termination that would not violate the covenants in Section 7.1 and that these covenants do not pose an undue hardship on the Grantee. The Grantee further acknowledges that his or her breach of any of the covenants in Section 7.1 would likely cause irreparable injury to the Company, and therefore entitles the Company to injunctive relief, in addition to any other remedies available in law or equity.

7.5 The Defend Trade Secrets Act (18 U.S.C. § 1833(b)) states: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, Grantee 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. Grantee 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 Agreement 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).

8. Modification of Agreement; Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be overly broad or unenforceable for any reason, the parties authorize such court to modify and enforce such provision to the extent the court deems reasonable. If any provision of this Agreement is found by a court to be overbroad or otherwise unenforceable and not capable of modification, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of this Agreement. The parties may modify, amend, suspend or terminate this Agreement or may waive any terms or conditions of this Agreement but only by a written instrument executed by the parties hereto.

9. Governing Law and Forum

The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the state of Georgia without giving effect to the conflicts of laws principles thereof. The parties agree that they will not file any action arising out of or relating in any way to this Agreement other than in the United States District Court for the Northern District of Georgia or the Superior Court of Union County, Georgia. The parties consent to personal jurisdiction and venue solely within these forums and waive all possible objections thereto.

10. Successors in Interest

This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger, consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon the Grantee’s heirs, executors, administrators, and successors.

11. Entire Agreement

This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural. Wherever used in this Agreement, the term “including” means “including, without limitation.”

12. Resolution of Disputes

Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement and the Plan shall be determined by the Committee. Any determination made by the Committee shall be final, binding and conclusive on the Grantee and the Company and their successors, assigns, heirs, executors, administrators and legal representatives for all purposes.

[EXECUTION PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

By accepting this Agreement, the Grantee hereby accepts the RSU grant subject to all its terms and provisions and agrees to be bound by the terms and provisions of this Agreement, including Section 7, the Plan and Schedule A attached hereto, if applicable. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company, or the Compensation Committee or other Committee responsible for the administration of the Plan, upon any questions arising under the Plan.

By accepting this Agreement, the Grantee hereby acknowledges that notwithstanding any other provision herein, and in addition to other restrictions stated herein, any award, or any payment related thereto paid to the Grantee, shall be limited to the extent required by the federal or state regulatory agency having authority over the Company. The Grantee agrees that compliance by the Company with such regulatory restrictions, even to the extent that payments are limited, shall not be a breach of this Agreement by the Company.

By accepting this Agreement, the Grantee hereby consents to the holding and processing of personal data provided by him to the Company for all purposes necessary for the operation of the Plan. These include, but are not limited to:

(a) administering and maintaining Plan records;

(b) providing information to any registrars, brokers or third party administrators of the Plan; and

Exhibit

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
		President and Chief Executive Officer of the Registrant

	Date: November 8, 2018

Exhibit

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”);

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: November 8, 2018

Exhibit

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 September 30, 2018 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Lynn Harton, President and 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
		President and Chief Executive Officer

	By:	/s/ Jefferson L. Harralson
		Jefferson L. Harralson
		Executive Vice President and Chief Financial Officer

	Date: November 8, 2018