FORM

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~W

ashington, D.C. 20549

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~

September 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

002-86947

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)


West Virginia		55-0641179
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 United Center 500 Virginia Street, East Charleston, West Virginia		25301
(Address of principal executive offices)		Zip Code

Registrant’s telephone number, including area code:

(304) 424-8716

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, , par value $2.50 per share	UBSI	NASDAQ Global Select Market

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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data 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

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, 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.

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

☐

☒

As of

~~July~~

October 31, 2019

, the registrant had

~~101,871,901~~101,546,153

shares of common stock, $2.50 par value per share, outstanding.

Table of Contents

UNITED BANKSHARES, INC. AND SUBSIDIARIES

FORM

10-Q

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

Consolidated Balance Sheets (Unaudited) ~~June~~September 30, 2019 and December 31, 2018			4

Consolidated Statements of Income (Unaudited) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018			5

Consolidated Statements of Comprehensive Income (Unaudited) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018			7

Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018			8

Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and 2018			10

Notes to Consolidated Financial Statements			11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		57

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		78

Item 4.	Controls and Procedures		81

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		82

Item 1A.	Risk Factors		82

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		82

Item 3.	Defaults Upon Senior Securities		83

Item 4.	Mine Safety Disclosures		83

Item 5.	Other Information		83

Item 6.	Exhibits		83

Signatures			84

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

The ~~June~~September 30, 2019 and December 31, 2018, consolidated balance sheets of United Bankshares, Inc. and Subsidiaries (“United” or the “Company”), consolidated statements of income and comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the related consolidated statement of changes in shareholders’ equity for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, the related condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, and the notes to consolidated financial statements appear on the following pages.

Table of Contents

CONSOLIDATED BALANCE SHEETS

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except par value)

June 30
2019

December 31
2018

(Unaudited)

(Note 1)

Assets

Cash and due from banks
$
198,171
$
187,886

Interest-bearing deposits with other banks

1,054,589

831,707

Federal funds sold

813

803

Total cash and cash equivalents

1,253,573

1,020,396

Securities available for sale at estimated fair value (amortized cost-$2,324,286 at June 30, 2019 and $2,360,884 at December 31, 2018)

2,345,791

2,337,039

Securities held to maturity (estimated fair value-$6,483 at June 30, 2019 and $18,655 at December 31, 2018)

6,461

19,999

Equity securities at estimated fair value

9,098

9,734

Other investment securities

201,912

176,955

Loans held for sale (at fair value-$365,440 at June 30, 2019 and $247,104 at December 31, 2018)

370,593

249,846

Loans

13,639,946

13,429,532

Less: Unearned income

(4,680
)
(7,310
)

Loans net of unearned income

13,635,266

13,422,222

Less: Allowance for loan losses

(76,400
)
(76,703
)

Net loans

13,558,866

13,345,519

Bank premises and equipment

94,545

95,245

Operating lease
right-of-use
assets

63,113

0

Goodwill

1,478,014

1,478,014

Accrued interest receivable

60,934

60,597

Other assets

439,639

457,154

TOTAL ASSETS
$
19,882,539
$
19,250,498

Liabilities

Deposits:

Noninterest-bearing
$
4,330,665
$
4,416,815

Interest-bearing

10,073,420

9,577,934

Total deposits

14,404,085

13,994,749

Borrowings:

Federal funds purchased

0

23,400

Securities sold under agreements to repurchase

122,159

152,927

Federal Home Loan Bank (FHLB) borrowings

1,548,032

1,439,198

Other long-term borrowings

235,535

234,905

Reserve for lending-related commitments

1,752

1,389

Operating lease liabilities

66,821

0

Accrued expenses and other liabilities

170,297

152,306

TOTAL LIABILITIES

16,548,681

15,998,874

Shareholders’ Equity

Preferred stock, $1.00 par value;
Authorized-50,000,000
shares, none issued

0

0

Common stock, $2.50 par value;
Authorized-200,000,000
shares;
issued-105,413,508
and 105,239,121 at June 30, 2019 and December 31, 2018, respectively, including 3,450,478 and 2,915,633 shares in treasury at June 30, 2019 and December 31, 2018, respectively

263,534

263,098

Surplus

2,137,459

2,134,462

Retained earnings

1,073,390

1,013,037

Accumulated other comprehensive loss

(20,367
)
(57,019
)
Treasury stock, at cost

(120,158
)
(101,954
)

TOTAL SHAREHOLDERS’ EQUITY

3,333,858

3,251,624

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
19,882,539
$
19,250,498


	September 30			December 31
	2019			2018
	(Unaudited)			(Note 1)
Assets
Cash and due from banks	$	228,005		$	187,886
Interest-bearing deposits with other banks		747,332			831,707
Federal funds sold		817			803

Total cash and cash equivalents		976,154			1,020,396
Securities available for sale at estimated fair value (amortized cost-$2,425,849 at September 30, 2019 and $2,360,884 at December 31, 2018)		2,452,097			2,337,039
Securities held to maturity (estimated fair value-$1,472 at September 30, 2019 and $18,655 at December 31, 2018)		1,471			19,999
Equity securities at estimated fair value		8,914			9,734
Other investment securities		210,830			176,955
Loans held for sale (at fair value-$407,463 at September 30, 2019 and $247,104 at December 31, 2018)		412,194			249,846
Loans		13,637,238			13,429,532
Less: Unearned income		(3,811	)		(7,310	)

Loans net of unearned income		13,633,427			13,422,222
Less: Allowance for loan losses		(77,098	)		(76,703	)

Net loans		13,556,329			13,345,519
Bank premises and equipment		94,800			95,245
Operating lease right-of-use assets		60,318			0
Goodwill		1,478,014			1,478,014
Accrued interest receivable		57,626			60,597
Other assets		442,714			457,154

TOTAL ASSETS	$	19,751,461		$	19,250,498


Liabilities
Deposits:
Noninterest-bearing	$	4,572,122		$	4,416,815
Interest-bearing		9,523,289			9,577,934

Total deposits		14,095,411			13,994,749
Borrowings:
Federal funds purchased		0			23,400
Securities sold under agreements to repurchase		129,966			152,927
Federal Home Loan Bank (FHLB) borrowings		1,672,448			1,439,198
Other long-term borrowings		235,849			234,905
Reserve for lending-related commitments		1,776			1,389
Operating lease liabilities		63,987			0
Accrued expenses and other liabilities		197,682			152,306

TOTAL LIABILITIES		16,397,119			15,998,874

Shareholders’ Equity
Preferred stock, $1.00 par value; Authorized-50,000,000 shares, NaN issued		0			0
Common stock, $2.50 par value; Authorized-200,000,000 shares; issued-105,464,161 and 105,239,121 at September 30, 2019 and December 31, 2018, respectively, including 3,908,465 and 2,915,633 shares in treasury at September 30, 2019 and December 31, 2018, respectively		263,660			263,098
Surplus		2,138,240			2,134,462
Retained earnings		1,104,837			1,013,037
Accumulated other comprehensive loss		(15,781	)		(57,019	)
Treasury stock, at cost		(136,614	)		(101,954	)

TOTAL SHAREHOLDERS’ EQUITY		3,354,342			3,251,624

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	19,751,461		$	19,250,498

See notes to consolidated unaudited financial statements.

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)


												Three Months Ended					Nine Months Ended
	Three Months Ended June 30					Six Months Ended June 30						September 30					September 30
	2019		2018			2019			2018			2019		2018			2019		2018
Interest income
Interest and fees on loans	$	175,130	$	159,294		$	340,001		$	308,222		$	165,149	$	164,229		$	505,150	$	472,451
Interest on federal funds sold and other short-term investments		5,405		3,465			11,242			8,382			6,236		5,485			17,478		13,867
Interest and dividends on securities:
Taxable		17,748		13,810			35,111			25,685			18,168		13,994			53,279		39,679
Tax-exempt		962		1,431			1,988			2,896			798		1,322			2,786		4,218

Total interest income		199,245		178,000			388,342			345,185			190,351		185,030			578,693		530,215

Interest expense
Interest on deposits		35,455		19,076			68,093			34,733			36,368		26,368			104,461		61,101
Interest on short-term borrowings		608		464			1,299			885			539		618			1,838		1,503
Interest on long-term borrowings		12,629		9,338			24,229			16,402			11,526		9,269			35,755		25,671

Total interest expense		48,692		28,878			93,621			52,020			48,433		36,255			142,054		88,275

Net interest income		150,553		149,122			294,721			293,165			141,918		148,775			436,639		441,940
Provision for loan losses		5,417		6,204			10,413			11,382			5,033		4,808			15,446		16,190

Net interest income after provision for loan losses		145,136		142,918			284,308			281,783			136,885		143,967			421,193		425,750

Other income
Fees from trust services		3,438		3,104			6,702			6,195			3,574		3,350			10,276		9,545
Fees from brokerage services		2,766		1,953			5,290			4,177			2,378		2,787			7,668		6,964
Fees from deposit services		8,464		8,420			16,517			16,650			8,702		8,673			25,219		25,323
Bankcard fees and merchant discounts		1,102		1,479			2,258			2,835			1,262		1,549			3,520		4,384
Other service charges, commissions, and fees		576		599			1,097			1,108			568		532			1,665		1,640
Income from bank-owned life insurance		1,326		1,271			3,153			2,525			1,280		1,251			4,433		3,776
Income from mortgage banking activities		21,704		18,692			35,385			33,262			24,019		13,277			59,404		46,539
Net investment securities gains (losses)		109		(55	)		(50	)		(540	)		116		(152	)		66		(692	)
Other income		310		544			666			987			325		419			991		1,406

Total other income		39,795		36,007			71,018			67,199			42,224		31,686			113,242		98,885

Other expense
Employee compensation		44,301		43,120			83,250			83,956			46,313		41,312			129,563		125,268
Employee benefits		8,578		9,298			18,009			18,869			8,615		8,645			26,624		27,514
Net occupancy expense		8,667		9,076			17,418			18,503			8,698		9,273			26,116		27,776
Other real estate owned (OREO) expense		633		556			2,049			1,502			1,837		921			3,886		2,423
Equipment expense		3,675		3,279			6,990			6,436			3,698		3,892			10,688		10,328
Data processing expense		5,567		5,817			10,729			11,667			5,776		6,068			16,505		17,735
Bankcard processing expense		448		480			928			946			474		485			1,402		1,431
FDIC insurance expense		3,300		2,842			6,600			4,690			465		3,530			7,065		8,220
FHLB prepayment penalties		5,105		0			5,105			0			0		0			5,105		0
Other expense		19,921		18,942			38,542			37,293			20,258		19,189			58,800		56,482

Total other expense		100,195		93,410			189,620			183,862			96,134		93,315			285,754		277,177

Income before income taxes		84,736		85,515			165,706			165,120			82,975		82,338			248,681		247,458
Income taxes		17,529		19,241			34,857			37,140			17,010		17,926			51,867		55,066

Net income	$	67,207	$	66,274		$	130,849		$	127,980		$	65,965	$	64,412		$	196,814	$	192,392

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - continued

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

Three Months Ended
June 30

Six Months Ended
June 30

2019

2018

2019

2018

Earnings per common share:

Basic
$
0.66
$
0.63
$
1.28
$
1.22

Diluted
$
0.66
$
0.63
$
1.28
$
1.22

Average outstanding shares:

Basic

101,773,643

104,682,910

101,833,880

104,770,681

Diluted

102,047,845

104,952,788

102,099,809

105,058,014


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2019		2018		2019		2018
Earnings per common share:
Basic	$	0.65	$	0.62	$	1.93	$	1.84

Diluted	$	0.65	$	0.62	$	1.93	$	1.83

Average outstanding shares:
Basic		101,432,243		103,617,590		101,698,530		104,382,094
Diluted		101,711,740		103,933,959		101,967,135		104,679,876

See notes to consolidated unaudited financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)


	Three Months Ended					Six Months Ended					Three Months Ended					Nine Months Ended
	June 30					June 30					September 30					September 30
	2019		2018			2019		2018			2019		2018			2019		2018
Net income	$	67,207	$	66,274		$	130,849	$	127,980		$	65,965	$	64,412		$	196,814	$	192,392
Change in net unrealized gain (loss) on available-for-sale (AFS) securities, net of tax		17,994		(6,501	)		34,783		(23,274	)		3,637		(7,579	)		38,420		(30,853	)
Accretion of the net unrealized loss on the transfer of AFS securities to held-to-maturity (HTM) securities, net of tax		0		1			0		2			0		2			0		4
Change in pension plan assets, net of tax		909		1,052			1,819		1,785			949		918			2,768		2,703

Comprehensive income, net of tax	$	86,110	$	60,826		$	167,451	$	106,493		$	70,551	$	57,753		$	238,002	$	164,246

Table of Contents

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)


	Six Months Ended June 30, 2019																			Nine Months Ended September 30, 2019
											Accumulated																			Accumulated
	Common Stock										Other						Total				Common Stock										Other						Total
			Par					Retained			Comprehensive			Treasury			Shareholders’					Par					Retained			Comprehensive			Treasury			Shareholders’
	Shares		Value		Surplus			Earnings			Income (Loss)			Stock			Equity			Shares		Value		Surplus			Earnings			Income (Loss)			Stock			Equity
Balance at January 1, 2019		105,239,121	$	263,098	$	2,134,462		$	1,013,037		$	(57,019	)	$	(101,954	)	$	3,251,624			105,239,121	$	263,098	$	2,134,462		$	1,013,037		$	(57,019	)	$	(101,954	)	$	3,251,624
Cumulative effect of adopting Accounting Standard Update 2016-02		0		0		0			(1,049	)		0			0			(1,049	)		0		0		0			(1,049	)		0			0			(1,049	)
Reclass due to adopting Accounting Standard Update 2017-12		0		0		0			0			50			0			50			0		0		0			0			50			0			50
Comprehensive income
Net income		0		0		0			63,642			0			0			63,642			0		0		0			63,642			0			0			63,642
Other comprehensive income, net of tax		0		0		0			0			17,699			0			17,699			0		0		0			0			17,699			0			17,699

Total comprehensive income, net of tax																		81,341																			81,341
Stock based compensation expense		0		0		1,113			0			0			0			1,113			0		0		1,113			0			0			0			1,113
Purchase of treasury stock (365,702 shares)		0		0		0			0			0			(12,072	)		(12,072	)		0		0		0			0			0			(12,072	)		(12,072	)
Cash dividends ($0.34 per share)		0		0		0			(34,759	)		0			0			(34,759	)		0		0		0			(34,759	)		0			0			(34,759	)
Grant of restricted stock (126,427 shares)		126,427		316		(316	)		0			0			0			0			126,427		316		(316	)		0			0			0			0
Common stock options exercised (33,816 shares)		33,816		84		559			0			0			0			643			33,816		84		559			0			0			0			643

Balance at March 31, 2019		105,399,364		263,498		2,135,818			1,040,871			(39,270	)		(114,026	)		3,286,891			105,399,364		263,498		2,135,818			1,040,871			(39,270	)		(114,026	)		3,286,891
Comprehensive income:
Net income		0		0		0			67,207			0			0			67,207			0		0		0			67,207			0			0			67,207
Other comprehensive income, net of tax		0		0		0			0			18,903			0			18,903			0		0		0			0			18,903			0			18,903

Total comprehensive income, net of tax																		86,110																			86,110
Stock based compensation expense		0		0		1,198			0			0			0			1,198			0		0		1,198			0			0			0			1,198
Purchase of treasury stock (166,604 shares)		0		0		0			0			0			(6,032	)		(6,032	)		0		0		0			0			0			(6,032	)		(6,032	)
Cash dividends ($0.34 per share)		0		0		0			(34,688	)		0			0			(34,688	)		0		0		0			(34,688	)		0			0			(34,688	)
Forfeiture of restricted stock (2,539 shares)		0		0		100			0			0			(100	)		0			0		0		100			0			0			(100	)		0
Common stock options exercised (14,144 shares)		14,144		36		343			0			0			0			379			14,144		36		343			0			0			0			379

Balance at June 30, 2019		105,413,508	$	263,534	$	2,137,459		$	1,073,390		$	(20,367	)	$	(120,158	)	$	3,333,858			105,413,508		263,534		2,137,459			1,073,390			(20,367	)		(120,158	)		3,333,858
Comprehensive income:
Net income																					0		0		0			65,965			0			0			65,965
Other comprehensive income, net of tax																					0		0		0			0			4,586			0			4,586

Total comprehensive income, net of tax																																					70,551
Stock based compensation expense																					0		0		1,194			0			0			0			1,194
Distribution of treasury stock for deferred compensation plan (27 shares)																					0		0		0			0			0			1			1
Purchase of treasury stock (456,404 shares)																					0		0		0			0			0			(16,395	)		(16,395	)
Cash dividends ($0.34 per share)																					0		0		0			(34,518	)		0			0			(34,518	)
Forfeiture of restricted stock (1,610 shares)																					0		0		62			0			0			(62	)		0
Common stock options exercised (50,653 shares)																					50,653		126		(475	)		0			0			0			(349	)

Balance at September 30, 2019																					105,464,161	$	263,660	$	2,138,240		$	1,104,837		$	(15,781	)	$	(136,614	)	$	3,354,342

See notes to consolidated unaudited financial statements.

Table of Contents

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY - continued

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)


	Nine Months Ended September 30, 2018
											Accumulated
	Common Stock										Other						Total
			Par					Retained			Comprehensive			Treasury			Shareholders’
	Shares		Value		Surplus			Earnings			Income (Loss)			Stock			Equity
Balance at January 1, 2018		105,069,821	$	262,675	$	2,129,077		$	891,816		$	(42,025	)	$	(1,013	)	$	3,240,530
Cumulative effect of adopting Accounting Standard Update 2016-01		0		0		0			136			(136	)		0			0
Reclass due to adopting Accounting Standard Update 2018-02		0		0		0			6,353			(6,353	)		0			0
Comprehensive income:
Net income		0		0		0			61,706			0			0			61,706
Other comprehensive income, net of tax		0		0		0			0			(16,039	)		0			(16,039	)

Total comprehensive income, net of tax																		45,667
Stock based compensation expense		0		0		968			0			0			0			968
Purchase of treasury stock (10,842 shares)		0		0		0			0			0			(404	)		(404	)
Cash dividends ($0.34 per share)		0							(35,748	)		0			0			(35,748	)
Grant of restricted stock (97,004 shares)		97,004		243		(243	)		0			0			0			0
Forfeiture of restricted stock (683 shares)		0		0		27			0			0			(27	)		0
Common stock options exercised (15,043 shares)		15,043		37		263			0			0			0			300

Balance at March 31, 2018		105,181,868		262,955		2,130,092			924,263			(64,553	)		(1,444	)		3,251,313
Comprehensive income:
Net income		0		0		0			66,274			0			0			66,274
Other comprehensive income, net of tax		0		0		0			0			(5,448	)		0			(5,448	)

Total comprehensive income, net of tax																		60,826
Stock based compensation expense		0		0		1,024			0			0			0			1,024
Purchase of treasury stock (962,504 shares)		0		0		0			0			0			(35,580	)		(35,580	)
Cash dividends ($0.34 per share)		0		0		0			(35,584	)		0			0			(35,584	)
Forfeiture of restricted stock (2,170 shares)		0		0		82			0			0			(82	)		0
Common stock options exercised (27,046 shares)		27,046		67		499			0			0			0			566

Balance at June 30, 2018		105,208,914		263,022		2,131,697			954,953			(70,001	)		(37,106	)		3,242,565
Comprehensive income:
Net income		0		0		0			64,412			0			0			64,412
Other comprehensive income, net of tax		0		0		0			0			(6,659	)		0			(6,659	)

Total comprehensive income, net of tax																		57,753
Stock based compensation expense		0		0		1,024			0			0			0			1,024
Purchase of treasury stock (414,404 shares)		0		0		0			0			0			(15,339	)		(15,339	)
Distribution of treasury stock from deferred compensation plan (26 shares)		0		0		0			0			0			1			1
Cash dividends ($0.34 per share)		0		0		0			(35,303	)		0			0			(35,303	)
Forfeiture of restricted stock (1,400 shares)		0		0		55			0			0			(55	)		0
Common stock options exercised (18,072 shares)		18,072		46		381			0			0			0			427

Balance at September 30, 2018		105,226,986	$	263,068	$	2,133,157		$	984,062		$	(76,660	)	$	(52,499	)	$	3,251,128

Six Months Ended June 30, 2018

Accumulated

Common Stock

Other

Total

Par

Retained

Comprehensive

Treasury

Shareholders’

Shares

Value

Surplus

Earnings

Income (Loss)

Stock

Equity

Balance at January 1, 2018

105,069,821
$
262,675
$
2,129,077
$
891,816
($
42,025
) ($
1,013
) $
3,240,530

Cumulative effect of adopting Accounting Standard Update
2016-01

0

0

0

136

(136
)
0

0

Reclass due to adopting Accounting Standard Update
2018-02

0

0

0

6,353

(6,353
)
0

0

Comprehensive income:

Net income

0

0

0

61,706

0

0

61,706

Other comprehensive income, net of tax

0

0

0

0

(16,039
)
0

(16,039
)

Total comprehensive income, net of tax

45,667

Stock based compensation expense

0

0

968

0

0

0

968

Purchase of treasury stock (10,842 shares)

0

0

0

0

0

(404
)
(404
)
Cash dividends ($0.34 per share)

0

(35,748
)
0

0

(35,748
)
Grant of restricted stock (97,004 shares)

97,004

243

(243
)
0

0

0

0

Forfeiture of restricted stock (683 shares)

0

0

27

0

0

(27
)
0

Common stock options exercised (15,043 shares)

15,043

37

263

0

0

0

300

Balance at March 31, 2018

105,181,868

262,955

2,130,092

924,263

(64,553
)
(1,444
)
3,251,313

Comprehensive income:

Net income

0

0

0

66,274

0

0

66,274

Other comprehensive income, net of tax

0

0

0

0

(5,448
)
0

(5,448
)

Total comprehensive income, net of tax

60,826

Stock based compensation expense

0

0

1,024

0

0

0

1,024

Purchase of treasury stock (962,504 shares)

0

0

0

0

0

(35,580
)
(35,580
)
Cash dividends ($0.34 per share)

0

0

0

(35,584
)
0

0

(35,584
)
Forfeiture of restricted stock (2,170 shares)

0

0

82

0

0

(82
)
0

Common stock options exercised (27,046 shares)

27,046

67

499

0

0

0

566

Balance at June 30, 2018

105,208,914
$
263,022
$
2,131,697
$
954,953
$
(70,001
) ($
37,106
) $
3,242,565

See notes to consolidated unaudited financial statements.

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)

Six Months Ended

June 30

2019

2018

NET CASH PROVIDED BY OPERATING ACTIVITIES
$
31,786
$
98,498

INVESTING ACTIVITIES

Proceeds from maturities and calls of securities held to maturity

2,000

2

Proceeds from sales of securities available for sale

248,187

53,179

Proceeds from maturities and calls of securities available for sale

136,576

124,894

Purchases of securities available for sale

(338,983
)
(391,186
)
Proceeds from sales of equity securities

1,497

1,826

Purchases of equity securities

(618
)
(380
)
Proceeds from sales and redemptions of other investment securities

50,271

15,606

Purchases of other investment securities

(75,228
)
(33,279
)
Redemption of bank-owned life insurance policies
2,829

0

Purchases of bank premises and equipment
(4,110
)
(2,159
)
Proceeds from sales of bank premises and equipment
251

2,123

Proceeds from the sales of OREO properties
3,870

4,658

Net change in loans

(203,898
)
(493,787
)

NET CASH USED IN INVESTING ACTIVITIES
(177,356
)
(718,503
)

FINANCING ACTIVITIES

Cash dividends paid

(69,732
)
(71,461
)
Acquisition of treasury stock

(18,104
)
(35,984
)
Proceeds from exercise of stock options

1,020

851

Repayment of long-term Federal Home Loan Bank borrowings

(1,115,000
)
(625,000
)
Proceeds from issuance of long-term Federal Home Loan Bank borrowings

1,400,000

1,115,000

Repayment of trust preferred issuance

0

(9,374
)
Changes in:

Deposits

409,731

812

Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings

(229,168
)
(328,080
)

NET CASH PROVIDED BY FINANCING ACTIVITIES
378,747

46,764

Increase (Decrease) in cash and cash equivalents
233,177

(573,241
)

Cash and cash equivalents at beginning of year

1,020,396

1,666,167

Cash and cash equivalents at end of period
$
1,253,573
$
1,092,926

Supplemental information

Noncash investing activities:

Transfers of loans to OREO
$
3,133
$
527

Transfer of held to maturity debt securities to available for sale debt securities

11,544

0


	Nine Months Ended
	September 30
	2019			2018
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	90,956		$	218,771

INVESTING ACTIVITIES
Proceeds from maturities and calls of securities held to maturity		6,975			2
Proceeds from sales of securities available for sale		333,414			86,061
Proceeds from maturities and calls of securities available for sale		240,260			201,107
Purchases of securities available for sale		(630,162	)		(629,760	)
Proceeds from sales of equity securities		1,865			1,825
Purchases of equity securities		(742	)		(598	)
Proceeds from sales and redemptions of other investment securities		80,281			35,987
Purchases of other investment securities		(114,156	)		(45,075	)
Redemption of bank-owned life insurance policies		2,829			0
Purchases of bank premises and equipment		(6,800	)		(4,439	)
Proceeds from sales of bank premises and equipment		251			2,171
Proceeds from the sales of OREO properties		4,620			9,105
Net change in loans		(205,480	)		(248,623	)

NET CASH USED IN INVESTING ACTIVITIES		(286,845	)		(592,237	)


FINANCING ACTIVITIES
Cash dividends paid		(104,421	)		(107,046	)
Acquisition of treasury stock		(34,499	)		(51,323	)
Proceeds from exercise of stock options		672			1,277
Repayment of long-term Federal Home Loan Bank borrowings		(1,115,000	)		(635,000	)
Proceeds from issuance of long-term Federal Home Loan Bank borrowings		1,325,000			650,000
Repayment of trust preferred issuance		0			(9,374	)
Distribution of treasury stock for deferred compensation plan		1			1
Changes in:
Deposits		101,255			261,529
Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings		(21,361	)		(148,079	)

NET CASH PROVIDED BY ( USED IN ) FINANCING ACTIVITIES		151,647			(38,015	)


Decrease in cash and cash equivalents		(44,242	)		(411,481	)

Cash and cash equivalents at beginning of year		1,020,396			1,666,167


Cash and cash equivalents at end of period	$	976,154		$	1,254,686

Supplemental information
Noncash investing activities:
Transfers of loans to OREO	$	9,386		$	1,809
Transfer of held to maturity debt securities to available for sale debt securities		11,544			0

See notes to consolidated unaudited financial ~~statements~~

.statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated interim financial statements of United Bankshares, Inc. and Subsidiaries (“United” or “the Company”) have been prepared in accordance with accounting principles for interim financial information generally accepted in the United States (GAAP) and with the instructions for Form

10-Q

and Article 10 of Regulation

S-X.

Accordingly, the financial statements do not contain all of the information and footnotes required by accounting principles generally accepted in the United States. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements presented as of ~~June~~September 30, 2019 and 2018 and for the three-month and

~~six-month~~

nine-month periods then ended have not been audited. The consolidated balance sheet as of December 31, 2018 has been extracted from the audited financial statements included in United’s 2018 Annual Report to Shareholders. The accounting and reporting policies followed in the presentation of these financial statements are consistent with those applied in the preparation of the 2018 Annual Report of United on Form

10-K.

In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations for the interim periods have been made. Such adjustments are of a normal and recurring nature.

The accompanying consolidated interim financial statements include the accounts of United and its wholly owned subsidiaries. United operates in two business segments: community banking and mortgage banking. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Information is presented in these notes to the unaudited consolidated interim financial statements with dollars expressed in thousands, except per share or unless otherwise noted.

New Accounting Standards

In April 2019, the Financial Accounting Standards Board (FASB) issued ASU No.

2019-04 ~~“Codification~~

“Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” The amendments clarify the scope of the credit losses standard and address issued related to accrued interest receivable balances, recoveries, variable interest rates and prepayments. The amendments also address partial-term fair valued hedges, fair value hedge basis adjustments. The amendments to the credit losses and hedging standards have the same effective dates as those standards, unless an entity has already adopted the standards. The amendments to recognition and measurement guidance are effective for fiscal years beginning after December 15, 2019; early adoption is permitted. Management is currently evaluating the possible impact this standard may have on the Company’s financial condition or results of operations.

In August 2018, the FASB issued ASU No.

2018-14 ~~“Compensation~~

“Compensation – Retirement Benefits –

—

Defined Benefits – General (Topic

715-20):

Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.” This update amends ASC Topic 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other post retirement plans. The ASU’s changes related to disclosures are part of the FASB’s disclosure framework project, which the FASB launched in 2014 to improve effectiveness of disclosures in notes to financial statements. ASU No.

2018-14

is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. ASU No.

2018-14

is not expected to have a material impact on the Company’s financial condition or results of operations.

Table of Contents

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.” This amendment changes the fair value measurement disclosure requirements of ASC Topic 820 and is the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting – Chapter 8: Notes to Financial Statements, which was finalized in August 2018. ASU No.

2018-13

is effective for all entities for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2019; early adoption is permitted for any eliminated or modified disclosure upon issuance of this ASU. ASU No.

2018-13

is not expected to have a material impact on the Company’s financial condition or results of operations.

In June 2018, the FASB issued Accounting Standards Update (ASU) No.

2018-07

“Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This update has been issued as part of a simplification initiative which will expand the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services from

non-employees

and expands the scope through the amendments to address and improve aspects of the accounting for

non-employee

share-based payment transactions. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU No.

2018-07

is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018; early adoption is permitted. ASU No.

2018-07

was adopted by United on January 1, 2019. The adoption did not have a material impact on the Company’s financial condition or results of operations.

In August 2017, the FASB issued ASU No.

2017-12,

“Targeting Improvement to Accounting for Hedging Activities.” This ASU amends ASC 815 and its objectives are to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and reduce the complexity and simplify the application of hedge accounting by preparers. This ASU makes certain targeted improvements to simplify the application of the hedge accounting, including to derivative instruments as well as allow a

one-time

election to reclassify fixed-rate, prepayable debt securities from a held to maturity classification to an available for sale classification. ASU No.

2017-12

is effective for interim and annual reporting periods beginning after December 15, 2018; early adoption is permitted. United adopted the standard on January 1, 2019 using the modified retrospective approach. As part of this adoption, the Company made a

one-time

election to transfer eligible HTM securities to the AFS category. The Company transferred HTM securities with a carrying amount of $11,544, which resulted in a decrease of $1,098 to AOCI.

In July 2017, the FASB issued ASU No.

2017-11, ~~“Part~~

“Part I, Accounting for Certain Financial Instruments with Down Round Features and Part II, Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling interests with a Scope Exception.” Part I of this ASU simplifies the accounting for financial instruments that include down round features while the amendments in Part II, which do not have an accounting effect, address the difficulty of navigating the guidance in ASC 480, “Distinguishing Liabilities from Equity”, due to the existence of extensive pending content in the Codification. ASU No.

2017-11

is effective for interim and annual reporting periods beginning after December 15, 2018. ASU No.

2017-11

was adopted by United on January 1, 2019.

In March 2017, the FASB issued ASU No.

2017-08, ~~“Receivables~~

“Receivables – Nonrefundable Fees and Other Costs (Subtopic

310-20):

Premium Amortization on Purchased Callable Debt Securities.” This update amends the amortization period for certain purchased callable debt securities held at a premium. FASB is shortening the amortization period for the premium to the earliest call date. The amendments in this update became effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those annual reporting periods. ASU No.

2017-08

was adopted by United on January 1, 2019. The adoption did not have a material impact on the Company’s financial condition or results of operations.

Table of Contents

In January 2017, the FASB issued ASU No.

2017-04,

“Intangibles – Goodwill and Other (Topic 350).” ASU

2017-04

eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU

2017-04

is effective for United on January 1, 2020, with early adoption permitted, and management is currently evaluating the possible impact this standard may have on the Company’s financial condition or results of operations.

In June 2016, the FASB issued ASU No.

2016-13, ~~“Financial~~

“Financial Instruments – Credit ~~Losses.” ASU No. 2016-13~~Losses” which changes the impairment model for most financial assets and certain other instruments that ~~aren’t~~are not measured at fair value through net income. The standard will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost and require entities to record allowances for ~~available for sale~~

available-for-sale

debt securities rather than reduce the carrying amount under the current other-than-temporary impairment (OTTI) model. ASU No.

2016-13

also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. In May 2019, the FASB issued Accounting Standards Update (ASU) No.

2019-05 ~~“Financial~~

“Financial Instruments—Credit Losses (Topic 326): Targeted Transition ~~Relief.” ASU 2019-05~~Relief” which amends ASU

2016-13

to allow companies to irrevocably elect, upon adoption of ASU

2016-13,

the fair value option on financial instruments that were previously recorded at amortized cost and are within the scope of ASC

326-20

if the instruments are eligible for the fair value option under ASC

825-10.

The fair value option election does not apply to

held-to-maturity

debt securities. Entities are required to make this election on an

instrument-by-instrument

basis. ASU No.

2019-05

is effective on the same date as ASU No.

2016-13,

which is January 1, 2020 for United, with early adoption permitted. United has completed an initial data gap assessment and loan segmentation procedures and is currently evaluating the various forecasting and modeling assumptions that will be used to estimate the initial current expected credit loss allowance. In addition, United is currently working through the implementation plan which includes documentation of methodologies, processes, data sources, internal controls and policies, as well as model development, documentation and validation.To this point, United has engaged a third-party service provider to assist with the implementation of the new accounting standard. ~~Management~~In addition, United has selected loss estimation methodologies for its allowance for credit losses, evaluated and addressed data gaps within the model, performed testing on the chosen methodologies and determined a qualitative adjustment methodology that aligns with the requirements of the new standard. Implementation, testing and validation is ~~currently evaluating~~in process surrounding United’s reasonable methodologies and supportable forecast period, model assumptions and subsequent reversion period to historical loss rates. Progress continues regarding the ~~possible~~documentation of the new standard and internal controls as well as changes to financial statement disclosures. United will address validation findings and perform parallel runs when appropriate to evaluate the impact ~~this standard may~~that the adoption of ASU

2016-13

will have on the ~~Company’s~~ financial ~~condition or results of operations.~~statements and disclosures.

In February 2016, the FASB issued ASU No.

2016-02, ~~“Leases~~

“Leases (Topic 842)”. ASU No.

2016-02

includes a lessee accounting model that recognizes two types of leases, finance leases and operating leases, while lessor accounting will remain largely unchanged from the current GAAP. ASU No.

2016-02

requires, amongst other things, that a lessee recognize on the balance sheet a

right-of-use

asset and a lease liability for leases with terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. In July 2018, the FASB issued ASU No.

2018-11 ~~“Leases~~

“Leases (Topic 842), Targeted Improvements.” This update creates an additional transition method, and a lessor practical expedient to not separate lease and

non-lease

components if specified criteria are met. The new transition method allows companies to use the effective date of the new leases standard as the date of initial application transition. Companies that elect this transition option will not adjust their comparative period financial information for the effect of ASC Topic 842, nor will they make the new required lease disclosure for periods before the effective date. In addition, these companies will carry forward their ASC Topic 840 disclosures for comparative periods. The practical expedient permits lessors to make an accounting policy election by class of underlying asset to not separate lease and

non-lease

components if specified criteria are met. In July 2018, the FASB issued ASU No.

2018-10 ~~“Codification~~

“Codification Improvements to ASC Topic 842, Leases.” This update includes narrow amendments to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU

2018-10

does not make any substantive changes to the core provisions or principals of the new leases standard. United adopted

Table of Contents

the standard using the modified retrospective transition method on January 1, 2019. The Company evaluated and elected the package of practical expedients, which allows for existing leases to be accounted for consistent with

current guidance, with the exception of the balance sheet recognition for lessees. The Company has also elected the practical expedient on not separating lease and nonlease components and instead treating them as a single lease

~~Table of Contents~~

component. Adoption of the standard resulted in the recognition of additional net lease assets and lease liabilities of $

~~67,040~~

$67,040 and $

~~70,692~~

,$70,692, respectively, as of January 1, 2019. Of the difference between these two amounts, $

~~1,049~~

$1,049 was recorded as an adjustment to retained earnings.

2. INVESTMENT SECURITIES

Securities Available for Sale

Securities held for indefinite periods of time are classified as available for sale and carried at estimated fair value. The amortized cost and estimated fair values of securities available for sale are summarized as follows.

June 30, 2019

Gross

Gross

Estimated

Cumulative

Amortized

Unrealized

Unrealized

Fair

OTTI in

Cost

Gains

Losses

Value

AOCI
(1)

U.S. Treasury securities and obligations of U.S. Government corporations and agencies
$
73,369
$
1,116
$
1
$
74,484
$
0

State and political subdivisions

178,833

2,968

542

181,259

0

Residential mortgage-backed securities

Agency

866,597

12,539

1,569

877,567

0

Non-agency

3,598

380

0

3,978

86

Commercial mortgage-backed securities

Agency

566,366

8,738

383

574,721

0

Asset-backed securities

272,423

0

3,569

268,854

0

Trust preferred collateralized debt obligations

6,136

0

723

5,413

398

Single issue trust preferred securities

18,180

175

1,511

16,844

0

Other corporate securities

338,784

3,900

13

342,671

0

Total
$
2,324,286
$
29,816
$
8,311
$
2,345,791
$
484

December 31, 2018

Gross

Gross

Estimated

Cumulative

Amortized

Unrealized

Unrealized

Fair

OTTI in

Cost

Gains

Losses

Value

AOCI
(1)

U.S. Treasury securities and obligations of U.S. Government corporations and agencies
$
86,285
$
35
$
430
$
85,890
$
0

State and political subdivisions

212,670

439

4,121

208,988

0

Residential mortgage-backed securities

Agency

1,047,345

3,235

14,930

1,035,650

0

Non-agency

3,927

332

0

4,259

86

Commercial mortgage-backed securities

Agency

560,634

996

7,030

554,600

0

Asset-backed securities

272,459

450

939

271,970

0

Trust preferred collateralized debt obligations

6,176

91

350

5,917

2,586

Single issue trust preferred securities

8,754

169

561

8,362

0

Other corporate securities

162,634

118

1,349

161,403

0

Total
$
2,360,884
$
5,865
$
29,710
$
2,337,039
$
2,672


	September 30, 2019
			Gross		Gross		Estimated		Cumulative
	Amortized		Unrealized		Unrealized		Fair		OTTI in
	Cost		Gains		Losses		Value		AOCI (1)
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	63,444	$	591	$	1	$	64,034	$	0
State and political subdivisions		234,552		4,588		625		238,515		0
Residential mortgage-backed securities
Agency		853,521		14,493		733		867,281		0
Non-agency		3,533		462		0		3,995		86
Commercial mortgage-backed securities
Agency		611,038		11,751		1,137		621,652		0
Asset-backed securities		284,593		0		4,886		279,707		0
Trust preferred collateralized debt obligations		6,130		0		1,061		5,069		661
Single issue trust preferred securities		18,188		172		1,816		16,544		0
Other corporate securities		350,850		4,485		35		355,300		0

Total	$	2,425,849	$	36,542	$	10,294	$	2,452,097	$	747


	December 31, 2018
			Gross		Gross		Estimated		Cumulative
	Amortized		Unrealized		Unrealized		Fair		OTTI in
	Cost		Gains		Losses		Value		AOCI (1)
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	86,285	$	35	$	430	$	85,890	$	0
State and political subdivisions		212,670		439		4,121		208,988		0
Residential mortgage-backed securities
Agency		1,047,345		3,235		14,930		1,035,650		0
Non-agency		3,927		332		0		4,259		86
Commercial mortgage-backed securities
Agency		560,634		996		7,030		554,600		0
Asset-backed securities		272,459		450		939		271,970		0
Trust preferred collateralized debt obligations		6,176		91		350		5,917		2,586
Single issue trust preferred securities		8,754		169		561		8,362		0
Other corporate securities		162,634		118		1,349		161,403		0

Total	$	2,360,884	$	5,865	$	29,710	$	2,337,039	$	2,672

(1)	Non-credit related other-than-temporary impairment in accumulated other comprehensive income. Amounts are before-tax.

Table of Contents

The following is a summary of securities available for sale which were in an unrealized loss position at ~~June~~September 30, 2019 and December 31, 2018.


	Less than 12 months				12 months or longer				Less than 12 months				12 months or longer
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses		Value		Losses
June 30, 2019
September 30, 2019
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	0	$	0	$	2,621	$	1	$	1,420	$	1	$	0	$	0
State and political subdivisions		1,127		6		50,689		536		62,394		614		2,946		11
Residential mortgage-backed securities
Agency		9,460		9		180,352		1,560		30,433		101		82,977		632
Non-agency		0		0		0		0		0		0		0		0
Commercial mortgage-backed securities
Agency		42,489		47		110,943		336		145,382		962		54,441		175
Asset-backed securities		261,566		3,462		7,288		107		243,909		4,084		35,798		802
Trust preferred collateralized debt obligations		0		0		5,412		723		2,969		661		2,100		400
Single issue trust preferred securities		0		0		13,633		1,511		0		0		13,332		1,816
Other corporate securities		12,679		13		0		0		8,978		35		0		0

Total	$	327,321	$	3,537	$	370,938	$	4,774	$	495,485	$	6,458	$	191,594	$	3,836


									Less than 12 months				12 months or longer
									Fair		Unrealized		Fair		Unrealized
									Value		Losses		Value		Losses
December 31, 2018
U.S. Treasury securities and obligations of U.S. Government corporations and agencies									$	66,072	$	250	$	7,374	$	180
State and political subdivisions										53,421		544		94,337		3,577
Residential mortgage-backed securities
Agency										195,009		1,597		508,041		13,333
Non-agency										0		0		0		0
Commercial mortgage-backed securities
Agency										107,443		1,124		294,129		5,906
Asset-backed securities										151,427		939		0		0
Trust preferred collateralized debt obligations										0		0		2,150		350
Single issue trust preferred securities										0		0		5,163		561
Other corporate securities										129,709		1,233		6,879		116

Total									$	703,081	$	5,687	$	918,073	$	24,023

Less than 12 months

12 months or longer

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

December 31, 2018

U.S. Treasury securities and obligations of U.S. Government corporations and agencies
$
66,072
$
250
$
7,374
$
180

State and political subdivisions

53,421

544

94,337

3,577

Residential mortgage-backed securities

Agency

195,009

1,597

508,041

13,333

Non-agency

0

0

0

0

Commercial mortgage-backed securities

Agency

107,443

1,124

294,129

5,906

Asset-backed securities

151,427

939

0

0

Trust preferred collateralized debt obligations

0

0

2,150

350

Single issue trust preferred securities

0

0

5,163

561

Other corporate securities

129,709

1,233

6,879

116

Total
$
703,081
$
5,687
$
918,073
$
24,023

The following table shows the proceeds from maturities, sales and calls of available for sale securities and the gross realized gains and losses on sales and calls of those securities that have been included in earnings as a result of any sales and calls. Gains or losses on sales and calls of available for sale securities were recognized by the specific identification method. The realized losses relate to sales of securities within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers and its subsidiaries.

Table of Contents


	Three Months Ended June 30				Six Months Ended June 30				Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018		2019		2018		2019		2018
Proceeds from sales and calls	$	188,432	$	75,157	$	384,763	$	174,860	$	188,911	$	109,093	$	573,674	$	283,953
Gross realized gains		739		58		754		1,221		412		93		1,166		1,314
Gross realized losses		608		85		972		1,397		346		207		1,318		1,604

At ~~June~~September 30, 2019, gross unrealized losses on available for sale securities were ~~$8,311~~$10,294 on ~~245~~145 securities of a total portfolio of ~~791~~

738 available for

sale securities. Securities with the most significant gross unrealized losses at ~~June~~September 30, 2019 consisted primarily of asset-backed securities, agency ~~residential~~commercial mortgage-backed securities, ~~and~~ single issue trust preferred ~~securities.~~ securities

and trust preferred collateralized debt obligations.

The asset-backed securities are backed by Federal Family Education Loan Program

(FFELP) student loan collateral which includes a minimum of a 97% government repayment guaranty, as well as additional credit support and subordination in excess of the government guaranteed portion.

The

agency ~~residential~~

commercial

mortgage-backed securities relate to ~~residential~~

commercial

properties and provide a guaranty of full and timely payments of principal and interest by the issuing agency. The single issue trust preferred securities

and the trust preferred collateralized debt obligations

relate

mainly

to securities of financial institutions.

In determining whether or not a security is other-than-temporarily impaired (OTTI), management considered the severity and the duration of the loss in conjunction with United’s positive intent and the more likely than not ability to hold these securities to recovery of their cost basis or maturity.

State and political subdivisions

United’s state and political subdivisions portfolio relates to securities issued by various municipalities located throughout the United States. The total amortized cost of available for sale state and political subdivision securities was ~~$178,833~~$234,552 at ~~June~~September 30, 2019. As of ~~June~~September 30, 2019, approximately ~~77%~~71% of the portfolio was supported by the general obligation of the issuing municipality, which allows for the securities to be repaid by any means available to

the municipality. The majority of the portfolio was rated AA or higher, and less than one percent of the portfolio was rated below investment grade as of ~~June~~September 30, 2019. In addition to monitoring the credit ratings of these securities, management also evaluates the financial performance of the underlying issuers on an ongoing basis. Based upon management’s analysis and judgment, it was determined that none of the state and political subdivision securities were other-than-temporarily impaired at ~~June~~September 30, 2019.

Agency mortgage-backed securities

United’s agency mortgage-backed securities portfolio relates to securities issued by Fannie Mae, Freddie Mac, and Ginnie Mae. The total amortized cost of available for sale agency mortgage-backed securities was ~~$1,432,963~~$1,464,559 at ~~June~~September 30, 2019. Of the $

~~1,432,963~~

$1,464,559 amount, ~~$566,366~~$611,038 was related to agency commercial mortgage-backed securities and ~~$866,597~~$853,521 was related to agency residential mortgage-backed securities. Each of the agency mortgage-backed securities provides a guarantee of full and timely payments of principal and interest by the issuing agency. Based upon management’s analysis and judgment, it was determined that none of the agency mortgage-backed securities were ~~other-than-temporarily~~other-than-temporarily impaired at ~~June~~September 30, 2019.

Non-agency

residential mortgage-backed securities

United’s

non-agency

residential mortgage-backed securities portfolio relates to securities of various private label issuers. The total amortized cost of available for sale

non-agency

residential mortgage-backed securities was ~~$3,598~~$3,533 at ~~June~~September 30, 2019. Of the $

~~3,598~~3,533

amount, $8$2 was rated above investment grade and ~~$3,590~~$3,531 was rated below investment grade. The entire portfolio of the

non-agency

residential mortgage-backed securities is either the senior or super-senior tranches of their respective structure. Based upon management’s analysis and judgment, it was determined that

one of the

non-agency

mortgage-backed securities ~~was~~ w

ere

other-than-temporarily impaired at ~~June~~September 30, 2019. ~~The total amount of OTTI recognized in earnings on this security during the second quarter of 2019 was $21.~~

Table of Contents

Single issue trust preferred securities

The majority of United’s single issue trust preferred portfolio consists of obligations from large cap banks (i.e. banks with market capitalization in excess of $10 billion). All single issue trust preferred securities are currently receiving interest payments. The amortized cost of available for sale single issue trust preferred securities as of ~~June~~September 30, 2019 consisted of ~~$4,036~~$4,040 in investment grade bonds, ~~$5,935~~$5,936 in split rated bonds, $2,480 in below investment grade rated bonds, and ~~$5,729~~$5,732 in unrated bonds. Management reviews each issuer’s current and projected earnings trends, asset quality, capitalization levels, and other key factors. Upon completing the review for the ~~second~~third quarter of 2019, it was determined that none of the single issue trust preferred securities were other-than-temporarily impaired.

Trust preferred collateralized debt obligations (Trup Cdos)

The total amortized cost balance of United’s Trup Cdo portfolio was ~~$6,136~~$6,130 as of ~~June~~September 30, 2019. For any securities in an unrealized loss position, the Company first assesses its intentions regarding any sale of securities as well as the likelihood that it would be required to sell prior to recovery of the amortized cost. As of ~~June~~September 30, 2019, the Company has determined that it does not intend to sell any Trup Cdo and that it is not more likely than not that the Company will be required to sell such securities before recovery of their amortized cost.

To determine a net realizable value and assess whether other-than-temporary impairment existed, management performed detailed cash flow analysis to determine whether, in management’s judgment, it was more likely that United would not recover the entire amortized cost basis of the security. Based on this review, management determined that one of the Trup Cdo securities was other-than-temporarily impaired as of ~~June~~September 30, 2019. The total amount of OTTI recognized in earnings on this security during the ~~second~~third quarter of 2019 was ~~$54.~~

$9.

Corporate securities

As of ~~June~~September 30, 2019, United’s Corporate securities portfolio had a total amortized cost balance of ~~$338,784.~~$350,850. The majority of the portfolio consisted of debt issuances of corporations representing a variety of industries, including financial institutions. Of the ~~$338,784, 94%~~$

350,850

, 92% was investment grade rated and 6%8% was unrated. For corporate

securities, management has evaluated the near-term prospects of the investment in relation to the severity and duration of any impairment. Based upon management’s analysis and judgment, it was determined that none of the other corporate securities were other-than-temporarily impaired at ~~June~~September 30, 2019.

Below is a progression of the credit losses on securities which United has recorded other-than-temporary charges. These charges were recorded through earnings and other comprehensive income.


	Three Months Ended June 30				Six Months Ended June 30					Three Months Ended September 30				Nine Months Ended September 30
	2019		2018		2019		2018			2019		2018		2019		2018
Balance of cumulative credit losses at beginning of period	$	3,138	$	3,199	$	3,138	$	18,060		$	3,192	$	3,199	$	3,138	$	18,060
Additional credit losses on securities for which OTTI was previously recognized		54		0		54		0			9		0		63		0
Reductions for securities sold or paid off during the period		0		0		0		(14,861	)		0		0		0		(14,861	)

Balance of cumulative credit losses at end of period	$	3,192	$	3,199	$	3,192	$	3,199		$	3,201	$	3,199	$	3,201	$	3,199

Table of Contents

The amortized cost and estimated fair value of securities available for sale at ~~June~~September 30, 2019 and December 31, 2018 by contractual maturity are shown as follows. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties.


	September 30, 2019				December 31, 2018
			Estimated				Estimated
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
Due in one year or less	$	110,865	$	111,001	$	77,534	$	77,266
Due after one year through five years		568,839		576,687		518,975		514,734
Due after five years through ten years		549,442		558,540		483,567		477,135
Due after ten years		1,196,703		1,205,869		1,280,808		1,267,904

Total	$	2,425,849	$	2,452,097	$	2,360,884	$	2,337,039

~~Table of Contents~~

June 30, 2019

December 31, 2018

Estimated

Estimated

Amortized

Fair

Amortized

Fair

Cost

Value

Cost

Value

Due in one year or less
$
150,318
$
150,304
$
77,534
$
77,266

Due after one year through five years

560,933

567,674

518,975

514,734

Due after five years through ten years

519,370

527,238

483,567

477,135

Due after ten years

1,093,665

1,100,575

1,280,808

1,267,904

Total
$
2,324,286
$
2,345,791
$
2,360,884
$
2,337,039

Securities Held to Maturity

The amortized cost and estimated fair values of securities held to maturity are summarized as follows:


	June 30, 2019								September 30, 2019
			Gross		Gross		Estimated				Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	5,015	$	21	$	0	$	5,036	$	25	$	0	$	0	$	25
State and political subdivisions		1,426		1		0		1,427		1,426		1		0		1,427
Residential mortgage-backed securities
Agency		0		0		0		0		0		0		0		0
Single issue trust preferred securities		0		0		0		0		0		0		0		0
Other corporate securities		20		0		0		20		20		0		0		20

Total	$	6,461	$	22	$	0	$	6,483	$	1,471	$	1	$	0	$	1,472


									December 31, 2018
											Gross		Gross		Estimated
									Amortized		Unrealized		Unrealized		Fair
									Cost		Gains		Losses		Value
U.S. Treasury securities and obligations of U.S. Government corporations and agencies									$	5,074	$	90	$	0	$	5,164
State and political subdivisions										5,473		7		1		5,479
Residential mortgage-backed securities
Agency										20		2		0		22
Single issue trust preferred securities										9,412		0		1,442		7,970
Other corporate securities										20		0		0		20

Total									$	19,999	$	99	$	1,443	$	18,655

December 31, 2018

Gross

Gross

Estimated

Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

U.S. Treasury securities and obligations of U.S. Government corporations and agencies $ 5,074 $ 90 $ 0 $ 5,164
State and political subdivisions 5,473 7 1 5,479
Residential mortgage-backed securities
Agency 20 2 0 22
Single issue trust preferred securities 9,412 0 1,442 7,970
Other corporate securities 20 0 0 20

Total $ 19,999 $ 99 $ 1,443 $ 18,655

~~Even though the market value of the held to maturity investment portfolio is less than its cost, the unrealized loss has no impact on the net worth or regulatory capital requirements of United.~~

There were no gross realized gains or losses on calls and sales of held to maturity securities included in earnings for the ~~second~~third quarter and first ~~six~~nine months of 2019 and 2018.

The amortized cost and estimated fair value of debt securities held to maturity at ~~June~~September 30, 2019 and December 31, 2018 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties.

Table of Contents


	June 30, 2019				December 31, 2018				September 30, 2019				December 31, 2018
			Estimated				Estimated				Estimated				Estimated
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value
Due in one year or less	$	5,225	$	5,246	$	7,913	$	8,005	$	235	$	235	$	7,913	$	8,005
Due after one year through five years		216		217		1,059		1,061		216		217		1,059		1,061
Due after five years through ten years		0		0		8,030		7,134		0		0		8,030		7,134
Due after ten years		1,020		1,020		2,997		2,455		1,020		1,020		2,997		2,455

Total	$	6,461	$	6,483	$	19,999	$	18,655	$	1,471	$	1,472	$	19,999	$	18,655

Equity securities at fair value

Equity securities consist mainly of equity securities of financial institutions and mutual funds within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. The fair value of United’s equity securities was ~~$9,098~~$8,914 at ~~June~~September 30, 2019 and $9,734 at December 31, 2018.

Three Months Ended
June 30

Six Months Ended
June 30

2019

2018

2019

2018

Net gains (losses) recognized during the period $ 55 $ (28 ) $ 244 $ (64 )
Net gains (losses) recognized during the period on equity securities sold 2 (4 ) 134 (2 )
Unrealized gains recognized during the period on equity securities still held at period end 64 11 122 50
Unrealized losses recognized during the period on equity securities still held at period end 11 35 12 112


	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
Net gains (losses) recognized during the period	$	59		$	(38	)	$	302		$	(102	)
Net gains (losses) recognized during the period on equity securities sold		(1	)		(2	)		133			(4	)
Unrealized gains recognized during the period on equity securities still held at period end		60			0			181			50
Unrealized losses recognized during the period on equity securities still held at period end		0			(36	)		(12	)		(148	)

Other investment securities

During the ~~second~~third quarter of 2019, United evaluated all of its cost method investments to determine if certain events or changes in circumstances during the ~~second~~third quarter of 2019 had a significant adverse effect on the fair value of any of its cost method securities. United determined that there was no individual security that experienced an adverse event during the ~~second~~

third

quarter. There were no other events or changes in circumstances during the ~~second~~third quarter which would have an adverse effect on the fair value of its cost method securities.

The carrying value of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law, approximated ~~$1,588,440~~$1,568,888 and $1,887,176 at ~~June~~September 30, 2019 and December 31, 2018 respectively.

Table of Contents

3. LOANS

Major classes of loans are as follows:

June 30,
2019

December 31,
2018

Commercial, financial and agricultural:
Owner-occupied commercial real estate $ 1,239,954 $ 1,291,790
Nonowner-occupied commercial real estate 4,194,064 4,303,613
Other commercial loans 2,021,953 1,957,641

Total commercial, financial & agricultural 7,455,971 7,553,044
Residential real estate 3,674,005 3,501,393
Construction & land development 1,464,064 1,410,468
Consumer:
Bankcard 9,380 10,203
Other consumer 1,036,526 954,424

Total gross loans $ 13,639,946 $ 13,429,532


	September 30, 2019		December 31, 2018
Commercial, financial and agricultural:
Owner-occupied commercial real estate	$	1,221,647	$	1,291,790
Nonowner-occupied commercial real estate		4,241,682		4,303,613
Other commercial loans		2,107,865		1,957,641

Total commercial, financial & agricultural		7,571,194		7,553,044
Residential real estate		3,644,568		3,501,393
Construction & land development		1,300,881		1,410,468
Consumer:
Bankcard		9,532		10,203
Other consumer		1,111,063		954,424

Total gross loans	$	13,637,238	$	13,429,532

The table above does not include loans held for sale of ~~$370,593~~$412,194 and $249,846 at ~~June~~September 30, 2019 and December 31, 2018, respectively. Loans held for sale consist of single-family residential real estate loans originated for sale in the secondary market.

The outstanding balances in the table above include previously acquired impaired loans with a recorded investment of ~~$111,611~~$103,017 or ~~0.82%~~

less th

1% of total gross loans at ~~June~~September 30, 2019 and $149,737 or 1.12% of total gross loans at December 31, 2018. The contractual principal in these acquired impaired loans was ~~$144,127~~$134,125 and $195,706 at ~~June~~September 30, 2019 and December 31, 2018, respectively. The balances above do not include future accretable net interest (i.e. the difference between the undiscounted expected cash flows and the recorded investment in the loan) on the acquired impaired loans.

Activity for the accretable yield for the first ~~six~~nine months of 2019 follows:

Accretable yield at the beginning of the period $ 26,289
Accretion (including cash recoveries) (5,850 )
Additions 0
Net reclassifications to accretable from non-accretable 7,051
Disposals (including maturities, foreclosures, and charge-offs) (4,335 )

Accretable yield at the end of the period $ 23,155


Accretable yield at the beginning of the period	$	26,289
Accretion (including cash recoveries)		(8,303	)
Additions		0
Net reclassifications to accretable from non-accretable		8,746
Disposals (including maturities, foreclosures, and charge-offs)		(4,649	)

Accretable yield at the end of the period	$	22,083

United’s subsidiary bank has made loans to the directors and officers of United and its subsidiaries, and to their affiliates. The aggregate dollar amount of these loans was ~~$85,506~~$45,800 and $93,282 at ~~June~~September 30, 2019 and December 31, 2018, respectively.

4. CREDIT QUALITY

Management monitors the credit quality of its loans on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan.

For all loan classes, past due loans are reviewed on a monthly basis to identify loans for nonaccrual status. Generally, when collection in full of the principal and interest is jeopardized, the loan is placed on nonaccrual status. The accrual of interest income on commercial and most consumer loans generally is discontinued when a loan becomes 90 to 120 days past due as to principal or interest. However, regardless of delinquency status, if a loan is fully secured and in the process of collection and resolution of collection is expected in the near term (generally less than 9090 days), then the loan will not be placed on nonaccrual status. When interest accruals are discontinued, unpaid interest recognized in income in the current year is reversed, and unpaid interest accrued in prior years is charged to the allowance for loan

Table of Contents

losses. United’s method of income recognition for loans that are classified as nonaccrual is to recognize interest income on a cash basis or apply the cash receipt to principal when the ultimate collectibility of principal is in doubt. Nonaccrual loans will not normally be returned to accrual status unless all past due principal and interest has been paid and the borrower has evidenced their ability to meet the contractual provisions of the note.

A loan is categorized as a troubled debt restructuring (TDR) if a concession is granted and there is deterioration in the financial condition of the borrower. TDRs can take the form of a reduction of the stated interest rate, splitting a loan into separate loans with market terms on one loan and concessionary terms on the other loan, receipts of assets from a debtor in partial or full satisfaction of a loan, the extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk, the reduction of the face amount or maturity amount of the debt as stated in the instrument or other agreement, the reduction of accrued interest or any other concessionary type of renegotiated debt. As of ~~June~~September 30, 2019, United had TDRs of ~~$58,750~~$60,559 as compared to $59,425 as of December 31, 2018. Of the ~~$58,750~~$60,559 aggregate balance of TDRs at ~~June~~September 30, 2019, ~~$48,586~~$50,757 was on nonaccrual and ~~$1,278~~$1,115 were

30-89

days past due. Of the $59,425 aggregate balance of TDRs at December 31, 2018, $48,899 were on nonaccrual and $690 were 90 days or more past due. All these amounts are included in the appropriate categories in the “Age Analysis of Past Due Loans” table on a subsequent page. As of ~~June~~September 30, 2019,

there ~~were no commitments~~was a commitment to lend additional funds of $293 to ~~debtors~~one debtor owing receivables whose terms have been modified in TDRs. During the third quarter of 2019, $24 was advanced to this debtor under a loan that had been previously modified

At ~~June~~September 30, 2019, United had restructured loans in the amount of ~~$1,801~~$1,728 that were modified by a reduction in the interest rate, ~~$1,796~~$1,784 that were modified by a combination of a reduction in the interest rate and the principal and ~~$55,153~~$57,047 that were modified by a change in terms.

A loan acquired and accounted for under ASC Topic

310-30

“Loans and Debt Securities Acquired with Deteriorated Credit Quality” is reported as an accruing loan and a performing asset unless it does not perform in accordance with its restructured contractual provisions.

The following table sets forth United’s troubled debt restructurings that have been restructured during the three months ended ~~June~~September 30, 2019 and 2018, segregated by class of loans:


													Troubled Debt Restructurings
	Troubled Debt Restructurings For the Three Months Ended												For the Three Months Ended
	June 30, 2019						June 30, 2018						September 30, 2019						September 30, 2018
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate:
Owner-occupied		1	$	150	$	150		0	$	0	$	0		1	$	1,030	$	1,030		0	$	0	$	0
Nonowner-occupied		0		0		0		0		0		0		0		0		0		0		0		0
Other commercial		1		559		559		4		9,571		9,571		1		5,137		5,076		5		7,420		7,364
Residential real estate		2		1,845		1,832		2		6,953		6,953		0		0		0		1		272		272
Construction & land development		3		2,242		2,202		0		0		0		0		0		0		0		0		0
Consumer:
Bankcard		0		0		0		0		0		0		0		0		0		0		0		0
Other consumer		0		0		0		0		0		0		0		0		0		0		0		0

Total		7	$	4,796	$	4,743		6	$	16,524	$	16,524		2	$	6,167	$	6,106		6	$	7,692	$	7,636

Table of Contents

The following table sets forth United’s troubled debt restructurings that have been restructured during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, segregated by class of loans:


													Troubled Debt Restructurings
	Troubled Debt Restructurings For the Six Months Ended												For the Nine Months Ended
	June 30, 2019						June 30, 2018						September 30, 2019						September 30, 2018
	Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Contracts		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
Commercial real estate:
Owner-occupied		1	$	150	$	150		0	$	0	$	0		2	$	1,179	$	1,179		0	$	0	$	0
Nonowner-occupied		0		0		0		0		0		0		0		0		0		0		0		0
Other commercial		2		824		811		4		9,571		9,571		3		5,962		5,849		9		16,992		16,890
Residential real estate		3		2,258		2,234		2		6,953		6,953		3		2,258		2,022		3		7,225		7,225
Construction & land development		3		2,242		2,202		0		0		0		3		2,266		2,214		0		0		0
Consumer:
Bankcard		0		0		0		0		0		0		0		0		0		0		0		0
Other consumer		0		0		0		0		0		0		0		0		0		0		0		0

Total		9	$	5,474	$	5,397		6	$	16,524	$	16,524		11	$	11,665	$	11,264		12	$	24,217	$	24,115

During the ~~second~~third quarter of 2019, ~~$4,743~~$6,106 of restructured loans were modified by a change in terms. For the first ~~six~~nine months of 2019, $

~~251~~

$246 thousand of restructured loans were modified by an interest rate reduction and ~~$5,146~~$11,018 of restructured loans were modified by a change in terms. During the ~~second~~third quarter and first ~~six~~nine months of 2018, ~~$16,524~~$7,636 and $24,115 of restructured loans were modified by a change in loan terms. In some instances, the post-modification balance on the restructured loans is larger than the

pre-modification

balance due to the advancement of monies for items such as delinquent taxes on real estate property. The loans were evaluated individually for allocation within United’s allowance for loan losses. The modifications had an immaterial impact on the financial condition and results of operations for United.

The following table presents troubled debt restructurings, by class of loan, that were restructured during the twelve-month period ended ~~June~~September 30, 2019 and had charge-offs during the ~~six~~

three and

nine months ended ~~June~~September 30, 2019. ~~No troubled debt restructurings had charge-offs during the second quarter of 2019.~~

Six Months Ended
June 30, 2019

(In thousands)

Number of
Contracts

Recorded
Investment

Troubled Debt Restructurings

Commercial real estate:

Owner-occupied

0
$
0

Nonowner-occupied

0

0

Other commercial

1

1,321

Residential real estate

0

0

Construction & land development

0

0

Consumer:

Bankcard

0

0

Other consumer

0

0

Total

1
$
1,321


	Three Months Ended September 30, 2019				Nine Months Ended September 30, 2019
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Troubled Debt Restructurings
Commercial real estate:
Owner-occupied		0	$	0		0	$	0
Nonowner-occupied		0		0		0		0
Other commercial		1		534		2		1,477
Residential real estate		0		0		0		0
Construction & land development		0		0		0		0
Consumer:
Bankcard		0		0		0		0
Other consumer		0		0		0		0

Total		1	$	534		2	$	1,477

~~No loans restructured during the twelve-month period ended June 30, 2018 subsequently defaulted, resulting in a principal charge-off during the second quarter and first six months of 2018.~~

Table of Contents

The following table presents troubled debt restructurings, by class of loan, that had charge-offs during the three months and nine months ended September 30, 2018.


	Three Months Ended September 30, 2018				Nine Months Ended September 30, 2018
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Troubled Debt Restructurings
Commercial real estate:
Owner-occupied		0	$	0		0	$	0
Nonowner-occupied		0		0		0		0
Other commercial		1		622		1		622
Residential real estate		0		0		0		0
Construction & land development		0		0		0		0
Consumer:
Bankcard		0		0		0		0
Other consumer		0		0		0		0

Total		1	$	622		1	$	622

The following table sets forth United’s age analysis of its past due loans, segregated by class of loans:

Age Analysis of Past Due Loans

As of ~~June~~September 30, 2019

30-89
Days
Past
Due

90 Days or
more Past
Due

Total Past
Due

Current &
Other (1)

Total
Financing
Receivables

Recorded
Investment
>90 Days
&
Accruing

Commercial real estate:

Owner-occupied
$
11,074
$
17,603
$
28,677
$
1,211,277
$
1,239,954
$
1,136

Nonowner-occupied

7,572

19,678

27,250

4,166,814

4,194,064

2,713

Other commercial

10,075

44,843

54,918

1,967,035

2,021,953

745

Residential real estate

33,514

32,418

65,932

3,608,073

3,674,005

7,069

Construction & land
development

4,233

17,083

21,316

1,442,748

1,464,064

495

Consumer:

Bankcard

450

129

579

8,801

9,380

129

Other consumer

8,011

684

8,695

1,027,831

1,036,526

442

Total
$
74,929
$
132,438
$
207,367
$
13,432,579
$
13,639,946
$
12,729


	30-89 Days Past Due		90 Days or more Past Due		Total Past Due		Current & Other (1)		Total Financing Receivables		Recorded Investment >90 Days & Accruing
Commercial real estate:
Owner-occupied	$	17,635	$	13,463	$	31,098	$	1,190,549	$	1,221,647	$	1,105
Nonowner-occupied		14,171		19,342		33,513		4,208,169		4,241,682		471
Other commercial		11,446		53,250		64,696		2,043,169		2,107,865		533
Residential real estate		33,863		27,155		61,018		3,583,550		3,644,568		6,248
Construction & land development		5,299		16,024		21,323		1,279,558		1,300,881		478
Consumer:
Bankcard		303		155		458		9,074		9,532		155
Other consumer		8,959		1,092		10,051		1,101,012		1,111,063		850

Total	$	91,676	$	130,481	$	222,157	$	13,415,081	$	13,637,238	$	9,840

(1)	Other includes loans with a recorded investment of $ ~~111,611~~ $103,017 acquired and accounted for under ASC Topic 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality”.

Age Analysis of Past Due Loans

As of December 31, 2018

30-89
Days
Past
Due

90 Days or
more Past
Due

Total Past
Due

Current &
Other (1)

Total
Financing
Receivables

Recorded
Investment
>90 Days

&
Accruing

Commercial real estate:
Owner-occupied $ 9,224 $ 17,742 $ 26,966 $ 1,264,824 $ 1,291,790 $ 629
Nonowner-occupied 16,108 18,092 34,200 4,269,413 4,303,613 1,171
Other commercial 13,556 46,040 59,596 1,898,045 1,957,641 2,850
Residential real estate 37,111 30,278 67,389 3,434,004 3,501,393 9,141
Construction & land
development
8,462 19,412 27,874 1,382,594 1,410,468 680
Consumer:
Bankcard 657 177 834 9,369 10,203 177
Other consumer 8,909 1,243 10,152 944,272 954,424 893

Total $ 94,027 $ 132,984 $ 227,011 $ 13,202,521 $ 13,429,532 $ 15,541


	30-89 Days Past Due		90 Days or more Past Due		Total Past Due		Current & Other (1)		Total Financing Receivables		Recorded Investment >90 Days & Accruing
Commercial real estate:
Owner-occupied	$	9,224	$	17,742	$	26,966	$	1,264,824	$	1,291,790	$	629
Nonowner-occupied		16,108		18,092		34,200		4,269,413		4,303,613		1,171
Other commercial		13,556		46,040		59,596		1,898,045		1,957,641		2,850
Residential real estate		37,111		30,278		67,389		3,434,004		3,501,393		9,141
Construction & land development		8,462		19,412		27,874		1,382,594		1,410,468		680
Consumer:
Bankcard		657		177		834		9,369		10,203		177
Other consumer		8,909		1,243		10,152		944,272		954,424		893

Total	$	94,027	$	132,984	$	227,011	$	13,202,521	$	13,429,532	$	15,541

(1)	Other includes loans with a recorded investment of $149,737 acquired and accounted for under ASC Topic 310-30 ~~“Loans~~ “Loans and Debt Securities Acquired with Deteriorated Credit Quality”.

Table of Contents

The following table sets forth United’s nonaccrual loans, segregated by class of loans:

Loans on Nonaccrual Status

June 30,
2019

December 31,
2018

Commercial real estate:
Owner-occupied $ 16,467 $ 17,113
Nonowner-occupied 16,965 16,921
Other commercial 44,098 43,190
Residential real estate 25,349 21,137
Construction & land development 16,588 18,732
Consumer:
Bankcard 0 0
Other consumer 242 350

Total $ 119,709 $ 117,443


	September 30, 2019		December 31, 2018
Commercial real estate:
Owner-occupied	$	12,358	$	17,113
Nonowner-occupied		18,871		16,921
Other commercial		52,717		43,190
Residential real estate		20,907		21,137
Construction & land development		15,546		18,732
Consumer:
Bankcard		0		0
Other consumer		242		350

Total	$	120,641	$	117,443

~~Table of Contents~~

United assigns credit quality indicators of pass, special mention, substandard and doubtful to its loans. For United’s loans with a corporate credit exposure, United internally assigns a grade based on the creditworthiness of the borrower. For loans with a consumer credit exposure, United internally assigns a grade based upon an individual loan’s delinquency status. United reviews and updates, as necessary, these grades on a quarterly basis.

Special mention loans, with a corporate credit exposure, have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or in the Company’s credit position at some future date. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices. For loans with a consumer credit exposure, loans that are past due ~~30-89~~

30-89 days

are generally considered special mention.

A substandard loan with a corporate credit exposure is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt by the borrower. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. They require more intensive supervision by management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and thus, placed on nonaccrual. For loans with a consumer credit exposure, loans that are 90 days or more past due or that have been placed on nonaccrual are considered substandard.

A loan with corporate credit exposure is classified as doubtful if it has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. A doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the loan, its classification as loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral, and refinancing. Generally, there are not any loans with a consumer credit exposure that are classified as doubtful. Usually, they are

charged-off

prior to such a classification. Loans classified as doubtful are also considered impaired.

Table of Contents

The following tables set forth United’s credit quality indicators ~~information,~~information, by class of loans:

Credit Quality Indicators

Corporate Credit Exposure

As of June 30, 2019

Commercial Real Estate

Other
Commercial

Construction
& Land
Development

Owner-
occupied

Nonowner-
occupied

Grade:

Pass
$
1,146,018
$
4,080,814
$
1,892,676
$
1,377,072

Special mention

33,082

37,946

55,345

11,038

Substandard

60,854

75,304

73,497

75,954

Doubtful

0

0

435

0

Total
$
1,239,954
$
4,194,064
$
2,021,953
$
1,464,064

As of December 31, 2018

Commercial Real Estate

Other
Commercial

Construction
& Land
Development

Owner-
occupied

Nonowner-
occupied

Grade:

Pass
$
1,201,387
$
4,161,149
$
1,858,821
$
1,330,899

Special mention

34,487

46,442

14,424

28,629

Substandard

55,916

96,022

81,946

50,940

Doubtful

0

0

2,450

0

Total
$
1,291,790
$
4,303,613
$
1,957,641
$
1,410,468


As of September 30, 2019
	Commercial Real Estate				Other Commercial		Construction & Land Development
	Owner- occupied		Nonowner- occupied		Other Commercial		Construction & Land Development
Grade:
Pass	$	1,147,536	$	4,141,992	$	1,964,260	$	1,221,350
Special mention		20,588		27,493		62,015		10,105
Substandard		53,164		72,197		81,320		69,426
Doubtful		359		0		270		0

Total	$	1,221,647	$	4,241,682	$	2,107,865	$	1,300,881


As of December 31, 2018
	Commercial Real Estate				Other Commercial		Construction & Land Development
	Owner- occupied		Nonowner- occupied		Other Commercial		Construction & Land Development
Grade:
Pass	$	1,201,387	$	4,161,149	$	1,858,821	$	1,330,899
Special mention		34,487		46,442		14,424		28,629
Substandard		55,916		96,022		81,946		50,940
Doubtful		0		0		2,450		0

Total	$	1,291,790	$	4,303,613	$	1,957,641	$	1,410,468

Credit Quality Indicators

Consumer Credit Exposure

As of June 30, 2019

Residential
Real Estate

Bankcard

Other
Consumer

Grade:

Pass
$
3,611,502
$
8,801
$
1,027,772

Special mention

15,833

450

8,015

Substandard

46,670

129

739

Doubtful

0

0

0

Total
$
3,674,005
$
9,380
$

1,036,526

As of December 31, 2018

Residential
Real Estate

Bankcard

Other
Consumer

Grade:

Pass
$
3,436,584
$
9,369
$
944,241

Special mention

19,051

657

8,914

Substandard

45,758

177

1,269

Doubtful

0

0

0

Total
$

3,501,393
$

10,203
$
954,424


As of September 30, 2019
	Residential Real Estate		Bankcard		Other Consumer
Grade:
Pass	$	3,596,942	$	9,073	$	1,100,971
Special mention		9,776		304		8,962
Substandard		37,850		155		1,130
Doubtful		0		0		0

Total	$	3,644,568	$	9,532	$	1,111,063


As of December 31, 2018
	Residential Real Estate		Bankcard		Other Consumer
Grade:
Pass	$	3,436,584	$	9,369	$	944,241
Special mention		19,051		657		8,914
Substandard		45,758		177		1,269
Doubtful		0		0		0

Total	$	3,501,393	$	10,203	$	954,424

Loans are designated as impaired when, in the opinion of management, based on current ~~information~~information and events, the collection of principal and interest in accordance with the loan contract is doubtful. Typically, United does not consider loans for impairment unless a sustained period of delinquency (i.e. 90 days or more) is noted or there are subsequent events that impact repayment probability (i.e. negative financial trends, bankruptcy filings, eminent

~~Table of Contents~~

foreclosure proceedings, etc.). Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. Consistent with United’s existing method of income recognition for loans, interest on impaired loans, except those classified as nonaccrual, is recognized as income using the accrual method. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Table of Contents

The following table sets forth United’s impaired loans information, by class of loans:


	Impaired Loans												Impaired Loans
	June 30, 2019						December 31, 2018						September 30, 2019						December 31, 2018
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no related allowance recorded:
Commercial real estate:
Owner-occupied	$	71,948	$	73,267	$	0	$	63,633	$	63,798	$	0	$	68,541	$	70,625	$	0	$	63,633	$	63,798	$	0
Nonowner-occupied		50,228		50,294		0		98,845		98,904		0		45,039		45,232		0		98,845		98,904		0
Other commercial		63,121		68,326		0		40,291		50,459		0		59,855		67,441		0		40,291		50,459		0
Residential real estate		34,972		35,174		0		28,207		29,279		0		31,992		33,864		0		28,207		29,279		0
Construction & land development		36,868		43,318		0		37,174		40,459		0		29,900		35,825		0		37,174		40,459		0
Consumer:
Bankcard		0		0		0		0		0		0		0		0		0		0		0		0
Other consumer		31		31		0		27		27		0		31		31		0		27		27		0
With an allowance recorded:
Commercial real estate:
Owner-occupied	$	4,942	$	4,942	$	1,390	$	10,004	$	10,004	$	2,542	$	1,066	$	1,066	$	25	$	10,004	$	10,004	$	2,542
Nonowner-occupied		10,371		10,371		1,524		15,720		15,720		2,715		13,515		13,623		1,900		15,720		15,720		2,715
Other commercial		35,166		37,403		7,805		61,266		62,812		17,581		40,866		43,250		10,491		61,266		62,812		17,581
Residential real estate		12,013		13,618		1,390		19,623		22,064		3,265		6,080		6,081		433		19,623		22,064		3,265
Construction & land development		14,085		16,135		1,954		14,742		19,446		2,254		14,877		16,927		1,937		14,742		19,446		2,254
Consumer:
Bankcard		0		0		0		0		0		0		0		0		0		0		0		0
Other consumer		0		0		0		0		0		0		0		0		0		0		0		0
Total:
Commercial real estate:
Owner-occupied	$	76,890	$	78,209	$	1,390	$	73,637	$	73,802	$	2,542	$	69,607	$	71,691	$	25	$	73,637	$	73,802	$	2,542
Nonowner-occupied		60,599		60,665		1,524		114,565		114,624		2,715		58,554		58,855		1,900		114,565		114,624		2,715
Other commercial		98,287		105,729		7,805		101,557		113,271		17,581		100,721		110,691		10,491		101,557		113,271		17,581
Residential real estate		46,985		48,792		1,390		47,830		51,343		3,265		38,072		39,945		433		47,830		51,343		3,265
Construction & land development		50,953		59,453		1,954		51,916		59,905		2,254		44,777		52,752		1,937		51,916		59,905		2,254
Consumer:
Bankcard		0		0		0		0		0		0		0		0		0		0		0		0
Other consumer		31		31		0		27		27		0		31		31		0		27		27		0

Impaired Loans

For the Three Months Ended

June 30, 2019

June 30, 2018

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized

With no related allowance recorded:

Commercial real estate:

Owner-occupied
$
70,051
$
467
$
74,330
$
354

Nonowner-occupied

68,371

354

108,343

159

Other commercial

52,659

327

52,384

246

Residential real estate

32,287

158

24,220

85

Construction & land development

36,654

199

46,909

98

Consumer:

Bankcard

0

0

0

0

Other consumer

29

0

32

0


	Impaired Loans
	For the Three Months Ended
	September 30, 2019				September 30, 2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner-occupied	$	70,245	$	425	$	65,625	$	365
Nonowner-occupied		47,633		261		99,005		311
Other commercial		61,488		257		56,489		313
Residential real estate		33,482		146		28,753		144
Construction & land development		33,384		193		41,036		278
Consumer:
Bankcard		0		0		0		0
Other consumer		31		0		23		0

Table of Contents


	Impaired Loans								Impaired Loans
	For the Three Months Ended								For the Three Months Ended
	June 30, 2019				June 30, 2018				September 30, 2019				September 30, 2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With an allowance recorded:
Commercial real estate:
Owner-occupied	$	5,212	$	0	$	5,319	$	6	$	3,004	$	0	$	7,378	$	6
Nonowner-occupied		12,210		39		9,503		60		11,943		63		12,465		189
Other commercial		41,641		9		46,376		10		38,016		11		47,563		305
Residential real estate		14,451		48		11,992		11		9,047		9		14,975		57
Construction & land development		14,413		20		2,008		20		14,481		32		9,408		20
Consumer:
Bankcard		0		0		0		0		0		0		0		0
Other consumer		0		0		0		0		0		0		0		0
Total:
Commercial real estate:
Owner-occupied	$	75,263	$	467	$	79,649	$	360	$	73,249	$	425	$	73,003	$	371
Nonowner-occupied		80,581		393		117,846		219		59,576		324		111,470		500
Other commercial		94,300		336		98,760		256		99,504		268		104,052		618
Residential real estate		46,738		206		36,212		96		42,529		155		43,728		201
Construction & land development		51,067		219		48,917		118		47,865		225		50,444		298
Consumer:
Bankcard		0		0		0		0		0		0		0		0
Other consumer		29		0		32		0		31		0		23		0

									Impaired Loans
									For the Nine Months Ended
									September 30, 2019				September 30, 2018
									Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner-occupied									$	69,547	$	1,354	$	69,009	$	1,101
Nonowner-occupied										60,594		914		105,199		928
Other commercial										55,058		790		55,124		1,020
Residential real estate										32,189		479		27,210		501
Construction & land development										34,403		602		43,464		707
Consumer:
Bankcard										0		0		0		0
Other consumer										30		0		29		0
With an allowance recorded:
Commercial real estate:
Owner-occupied									$	3,830	$	0	$	6,876	$	18
Nonowner-occupied										12,645		192		11,158		251
Other commercial										41,383		139		47,736		380
Residential real estate										11,661		73		13,946		247
Construction & land development										14,567		87		6,944		60
Consumer:
Bankcard										0		0		0		0
Other consumer										0		0		0		0
Total:
Commercial real estate:
Owner-occupied									$	73,377	$	1,354	$	75,885	$	1,119
Nonowner-occupied										73,239		1,106		116,357		1,179
Other commercial										96,441		929		102,860		1,400
Residential real estate										43,850		552		41,156		748
Construction & land development										48,970		689		50,408		767
Consumer:
Bankcard										0		0		0		0
Other consumer										30		0		29		0

Impaired Loans

For the Six Months Ended

June 30, 2019

June 30, 2018

Average
Recorded
Investment

Interest
Income
Recognized

Average
Recorded
Investment

Interest
Income
Recognized

With no related allowance recorded:

Commercial real estate:

Owner-occupied
$
67,911
$
911
$
75,592
$
739

Nonowner-occupied

78,529

708

116,941

328

Other commercial

48,536

614

50,587

470

Residential real estate

30,927

342

25,064

180

Construction & land development

36,828

417

48,699

197

Consumer:

Bankcard

0

0

0

0

Other consumer

28

0

26

0

With an allowance recorded:

Commercial real estate:

Owner-occupied
$
6,809
$
0
$
6,590
$
31

Nonowner-occupied

13,380

84

8,934

119

Other commercial

48,183

49

51,088

28

Residential real estate

16,175

140

11,266

21

Construction & land development

14,522

40

1,800

40

Consumer:

Bankcard

0

0

0

0

Other consumer

0

0

0

0

Total:

Commercial real estate:

Owner-occupied
$
74,720
$
911
$
82,182
$
770

Nonowner-occupied

91,909

792

125,875

447

Other commercial

96,719

663

101,675

498

Residential real estate

47,102

482

36,330

201

Construction & land development

51,350

457

50,499

237

Consumer:

Bankcard

0

0

0

0

Other consumer

28

0

26

0

Table of Contents

At ~~June~~September 30, 2019 and December 31, 2018, other real estate owned (“OREO”) included in other assets in the Consolidated Balance Sheets was ~~$14,469~~ $

18,367

and ~~$16,865,~~$

16,865

, respectively. OREO consists of real estate acquired in foreclosure or other settlement of loans. Such assets are carried at the lower of the investment in the assets or the fair

value of the assets less estimated selling costs. Any adjustment to the fair value at the date of transfer is charged against the allowance for loan losses. Any subsequent valuation adjustments as well as any costs relating to operating, holding or disposing of the property are recorded in other expense in the period incurred. At ~~June~~September 30, 2019 and December 31, 2018, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was ~~$288~~$1,454 and $520, respectively.

5. ALLOWANCE FOR CREDIT LOSSES

The allowance for loan losses is management’s estimate of the probable credit losses inherent in the loan portfolio. For purposes of determining the general allowance, the loan portfolio is segregated by product type to recognize differing risk profiles among categories. It is further segregated by credit grade for

non-homogenous

loan pools and delinquency for homogeneous loan pools. The outstanding principal balance within each pool is multiplied by historical loss data, the loss emergence period (which is the period of time between the event that triggers a loss and the confirmation and/or charge off of that loss) and certain qualitative factors to derive the general loss allocation per pool. Specific loss allocations are calculated for commercial loans in excess of $500,000 in accordance with ASC Topic 310. Risk characteristics of owner-occupied commercial real estate loans and other commercial loans are similar in that they are normally dependent upon the borrower’s internal cash flow from operations to service debt. Nonowner-occupied commercial real estate loans differ in that cash flow to service debt is normally dependent on external income from third parties for use of the real estate such as rents, leases and room rates. Residential real estate loans are dependent upon individual borrowers who are affected by changes in general economic conditions, demand for housing and resulting residential real estate valuation. Construction and land development loans are impacted mainly by demand whether for new residential housing or for retail, industrial, office and other types of commercial construction within a given area. Consumer loan pool risk characteristics are influenced by general, regional and local economic conditions.

Loans deemed to be uncollectible are charged against the allowance for loan losses, while recoveries of previously

charged-off

amounts are credited to the allowance for loan losses. For commercial loans, when a loan or a portion of a loan is identified to contain a loss, a

charge-off

recommendation is directed to management to

charge-off

all or a portion of that loan. Generally, any unsecured commercial loan more than six months delinquent in payment of interest must be

charged-off

in full. If secured, the

charge-off

is generally made to reduce the loan balance to a level equal to the liquidation value of the collateral when payment of principal and interest is six months delinquent. Any commercial loan, secured or unsecured, on which a principal or interest payment has not been made within 90 days, is reviewed monthly for appropriate action.

For consumer loans,

closed-end

retail loans that are past due 120 cumulative days delinquent from the contractual due date and

open-end

loans 180 cumulative days delinquent from the contractual due date are

charged-off.

Any consumer loan on which a principal or interest payment has not been made within 90 days is reviewed monthly for appropriate action. For a

one-to-four

family

open-end

closed-end

residential real estate loan, home equity loan, or

high-loan-to-value

loan that has reached 180 or more days past due, management evaluates the collateral position and

charges-off

any amount that exceeds the value of the collateral. On retail credits for which the borrower is in bankruptcy, all amounts deemed unrecoverable are charged off within 60 days of the receipt of the notification. On retail credits effected by fraud, a loan is

charged-off

within 90 days of the discovery of the fraud. In the event of the borrower’s death and if repayment within the required timeframe is uncertain, the loan is generally

charged-off

as soon as the amount of the loss is determined.

For loans acquired through the completion of a transfer, including loans acquired in a business combination, that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that United will

~~Table of Contents~~

be unable to collect all contractually required payment receivable are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized

Table of Contents

as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows are recognized as impairment. Valuation allowances on these impaired loans reflect only losses incurred after the acquisition (meaning the present value of all cash flows expected at acquisition that ultimately are not to be received). For the three and ~~six~~nine months ended ~~June~~September 30, 2019, the amount of provision for loan losses related to loans acquired that have evidence of deterioration of credit quality resulted in provision for loan losses expense of ~~$1,631~~$631 and ~~$3,268,~~$3,899, respectively, as compared to a provision for loan losses expense of ~~$801~~$924 and ~~$2,080,~~$3,004, respectively, for the three and ~~six~~nine months ended ~~June~~September 30, 2018.

United maintains an allowance for loan losses and a reserve for lending-related commitments such as unfunded loan commitments and letters of credit. The reserve for lending-related commitments of ~~$1,752~~$1,776 and $1,389 at ~~June~~September 30, 2019 and December 31, 2018, respectively, is separately classified on the balance sheet and is included in other liabilities. The combined allowance for loan losses and reserve for lending-related commitments are referred to as the allowance for credit losses.

A progression of the allowance for loan losses, by portfolio segment, for the periods indicated is summarized as follows:

Allowance for Loan Losses

For the Three Months Ended ~~June~~September 30, 2019


	Commercial Real Estate										Construction					Allowance for							Commercial Real Estate												Construction						Allowance for
	Owner- occupied		Nonowner- occupied			Other Commercial		Residential Real Estate			& Land Development			Consumer		Estimated Imprecision			Total			Owner- occupied			Nonowner- occupied			Other Commercial			Residential Real Estate			& Land Development			Consumer			Estimated Imprecision			Total
Allowance for Loan Losses:
Beginning balance	$	6,164	$	6,718		$	40,664	$	13,022		$	7,186		$	2,748	$	384		$	76,886		$	5,597		$	6,041		$	44,709		$	10,172		$	6,925		$	2,723		$	233		$	76,400
Charge-offs		2,784		69			3,645		309			8			773		0			7,588			(1,340	)		(509	)		(2,135	)		(942	)		(0	)		(478	)		(0	)		(5,404	)
Recoveries		714		22			420		269			39			221		0			1,685			145			16			703			69			12			124			0			1,069
Provision		1,503		(630	)		7,270		(2,810	)		(292	)		527		(151	)		5,417			786			1,118			3,464			14			(750	)		529			(128	)		5,033

Ending balance	$	5,597	$	6,041		$	44,709	$	10,172		$	6,925		$	2,723	$	233		$	76,400		$	5,188		$	6,666		$	46,741		$	9,313		$	6,187		$	2,898		$	105		$	77,098


Allowance for Loan Losses and Carrying Amount of Loans																					Allowance for Loan Losses and Carrying Amount of Loans
For the Nine Months Ended September 30, 2019																					For the Nine Months Ended September 30, 2019
																						Commercial Real Estate												Construction						Allowance for
																						Owner- occupied			Nonowner- occupied			Other Commercial			Residential Real Estate			& Land Development			Consumer			Estimated Imprecision			Total
Allowance for Loan Losses:
Beginning balance																						$	5,063		$	6,919		$	41,341		$	12,448		$	7,992		$	2,695		$	245		$	76,703
Charge-offs																							(7,861	)		(578	)		(6,714	)		(1,692	)		(573	)		(1,988	)		(0	)		(19,406	)
Recoveries																							1,763			57			1,420			423			164			528			0			4,355
Provision																							6,223			268			10,694			(1,866	)		(1,396	)		1,663			(140	)		15,446

Ending balance																						$	5,188		$	6,666		$	46,741		$	9,313		$	6,187		$	2,898		$	105		$	77,098

~~Allowance for Loan Losses and Carrying Amount of Loans~~29

~~For the Six Months Ended June 30, 2019~~

Commercial Real Estate

Construction

Allowance
for

Owner-
occupied

Nonowner-
occupied

Other
Commercial

Residential
Real Estate

& Land
Development

Consumer

Estimated
Imprecision

Total

Allowance for Loan Losses:

Beginning balance
$
5,063
$
6,919
$
41,341
$
12,448
$
7,992
$
2,695
$
245
$
76,703

Charge-offs

6,521

69

4,579

750

573

1,510

0

14,002

Recoveries

1,618

41

717

354

152

404

0

3,286

Provision

5,437

(850
)
7,230

(1,880
)
(646
)
1,134

(12
)
10,413

Ending balance
$
5,597
$
6,041
$
44,709
$
10,172
$
6,925
$
2,723
$
233
$
76,400

Table of Contents

~~Allowance for Loan Losses and Carrying Amount of Loans~~

~~For the Six Months Ended June 30, 2019~~


Allowance for Loan Losses and Carrying Amount of Loans
For the Nine Months Ended September 30, 2019
	Commercial Real Estate												Construction						Allowance for
	Owner- occupied			Nonowner- occupied			Other Commercial			Residential Real Estate			& Land Development			Consumer			Estimated Imprecision			Total
Ending Balance: individually evaluated for impairment	$	25		$	1,900		$	10,490		$	433		$	1,937		$	0		$	0		$	14,785
Ending Balance: collectively evaluated for impairment	$	5,163		$	4,766		$	36,251		$	8,880		$	4,250		$	2,898		$	105		$	62,313
Ending Balance: loans acquired with deteriorated credit quality	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0
Financing receivables:
Ending balance	$	1,221,647		$	4,241,682		$	2,107,865		$	3,644,568		$	1,300,881		$	1,120,595		$	0		$	13,637,238
Ending Balance: individually evaluated for impairment	$	21,913		$	28,000		$	57,465		$	12,628		$	14,877		$	0		$	0		$	134,883
Ending Balance: collectively evaluated for impairment	$	1,174,677		$	4,197,103		$	2,014,164		$	3,621,758		$	1,271,072		$	1,120,564		$	0		$	13,399,338
Ending Balance: loans acquired with deteriorated credit quality	$	25,057		$	16,579		$	36,236		$	10,182		$	14,932		$	31		$	0		$	103,017

Allowance for Loan Losses and Carrying Amount of Loans
For the Year Ended December 31, 2018
	Commercial Real Estate												Construction						Allowance for
	Owner- occupied			Nonowner- occupied			Other Commercial			Residential Real Estate			& Land Development			Consumer			Estimated Imprecision			Total
Allowance for Loan Losses:
Beginning balance	$	5,401		$	6,369		$	45,189		$	9,927		$	7,187		$	2,481		$	73		$	76,627
Charge-offs		(3,225	)		(314	)		(16,424	)		(3,162	)		(2,731	)		(2,750	)		(0	)		(28,606	)
Recoveries		1,189			563			2,944			1,114			197			662			0			6,669
Provision		1,698			301			9,632			4,569			3,339			2,302			172			22,013

Ending balance	$	5,063		$	6,919		$	41,341		$	12,448		$	7,992		$	2,695		$	245		$	76,703

Ending Balance: individually evaluated for impairment	$	2,543		$	2,715		$	17,581		$	3,265		$	2,254		$	0		$	0		$	28,358
Ending Balance: collectively evaluated for impairment	$	2,520		$	4,204		$	23,760		$	9,183		$	5,738		$	2,695		$	245		$	48,345
Ending Balance: loans acquired with deteriorated credit quality	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Commercial Real Estate

Construction

Allowance
for

Owner-
occupied

Nonowner-
occupied

Other
Commercial

Residential
Real Estate

& Land
Development

Consumer

Estimated
Imprecision

Total

Ending Balance: individually evaluated for impairment
$
1,390
$
1,524
$
7,805
$
1,390
$
1,954
$
0
$
0
$
14,063

Ending Balance: collectively evaluated for impairment
$
4,207
$
4,517
$
36,904
$
8,782
$
4,971
$
2,723
$
233
$
62,337

Ending Balance: loans acquired with deteriorated credit quality
$
0
$
0
$
0
$
0
$
0
$
0
$
0
$
0

Financing receivables:

Ending balance
$
1,239,954
$
4,194,064
$
2,021,953
$
3,674,005
$
1,464,064
$
1,045,906
$
0
$
13,639,946

Ending Balance: individually evaluated for impairment
$
27,882
$
29,559
$
54,549
$
20,267
$
14,085
$
0
$
0
$
146,342

Ending Balance: collectively evaluated for impairment
$
1,185,613
$
4,147,831
$
1,930,570
$
3,642,859
$
1,429,245
$
1,045,906
$
0
$
13,381,993

Ending Balance: loans acquired with deteriorated credit quality
$
26,459
$
16,674
$
36,834
$
10,879
$
20,734
$
31
$
0
$
111,611

~~Allowance for Loan Losses and Carrying Amount of Loans~~

~~For the Year Ended December 31, 2018~~

Commercial Real Estate

Construction

Allowance
for

Owner-
occupied

Nonowner-
occupied

Other
Commercial

Residential
Real Estate

& Land
Development

Consumer

Estimated
Imprecision

Total

Allowance for Loan Losses:

Beginning balance
$
5,401
$
6,369
$
45,189
$
9,927
$
7,187
$
2,481
$
73
$
76,627

Charge-offs

3,225

314

16,424

3,162

2,731

2,750

0

28,606

Recoveries

1,189

563

2,944

1,114

197

662

0

6,669

Provision

1,698

301

9,632

4,569

3,339

2,302

172

22,013

Ending balance
$

5,063
$

6,919
$
41,341
$
12,448
$
7,992
$
2,695
$
245
$
76,703

Ending Balance: individually
evaluated for impairment
$
2,543
$
2,715
$
17,581
$
3,265
$
2,254
$
0
$
0
$
28,358

Ending Balance: collectively evaluated
for impairment
$
2,520
$
4,204
$

23,760
$

9,183
$
         5,738
$
     2,695
$
245
$
48,345

~~Table of Contents~~

~~Allowance for Loan Losses and Carrying Amount of Loans~~

~~For the Six Months Ended June 30, 2019~~

Commercial Real Estate

Construction

Allowance
for

Owner-
occupied

Nonowner-
occupied

Other
Commercial

Residential
Real Estate

& Land
Development

Consumer

Estimated
Imprecision

Total

Ending Balance: loans acquired with deteriorated credit quality
$
0
$
0
$
0
$
0
$
0
$
0
$
0
$
0

Financing receivables:

Ending balance
$
1,291,790
$
4,303,613
$
1,957,641
$
3,501,393
$
1,410,468
$
964,627
$
0
$
13,429,532

Ending Balance: individually evaluated for impairment
$
27,599
$
25,231
$
72,300
$
21,998
$
14,807
$
0
$
0
$
161,935

Ending Balance: collectively evaluated for impairment
$
1,234,919
$
4,215,060
$
1,860,085
$
3,468,356
$
1,374,840
$
964,600
$
0
$
13,117,860

Ending Balance: loans acquired with deteriorated credit quality
$
29,272
$
63,322
$
25,256
$
11,039
$
20,821
$
27
$
0
$
149,737

Table of Contents



Allowance for Loan Losses and Carrying Amount of Loans
For the Year Ended December 31, 2018
	Commercial Real Estate								Construction				Allowance for
	Owner- occupied		Nonowner- occupied		Other Commercial		Residential Real Estate		& Land Development		Consumer		Estimated Imprecision		Total
Financing receivables:
Ending balance	$	1,291,790	$	4,303,613	$	1,957,641	$	3,501,393	$	1,410,468	$	964,627	$	0	$	13,429,532
Ending Balance: individually evaluated for impairment	$	27,599	$	25,231	$	72,300	$	21,998	$	14,807	$	0	$	0	$	161,935
Ending Balance: collectively evaluated for impairment	$	1,234,919	$	4,215,060	$	1,860,085	$	3,468,356	$	1,374,840	$	964,600	$	0	$	13,117,860
Ending Balance: loans acquired with deteriorated credit quality	$	29,272	$	63,322	$	25,256	$	11,039	$	20,821	$	27	$	0	$	149,737

6. INTANGIBLE ASSETS

The following is a summary of intangible assets subject to amortization and those not subject to amortization:

									��
	June 30, 2019														September 30, 2019
	Community Banking					Mortgage Banking				Total					Community Banking					Mortgage Banking				Total
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Core deposit intangible assets	$	98,359	$	( 66,000	)	$	0	$	0	$	98,359	$	( 66,000	)	$	98,359	$	(67,754	)	$	0	$	0	$	98,359	$	(67,754	)

Non-amortized intangible assets:
George Mason trade name	$	0				$	1,080			$	1,080				$	0				$	1,080			$	1,080

Goodwill not subject to amortization	$	1,472,699				$	5,315			$	1,478,014				$	1,472,699				$	5,315			$	1,478,014



															December 31, 2018
															Community Banking					Mortgage Banking				Total
															Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Core deposit intangible assets															$	98,359	$	(62,492	)	$	0	$	0	$	98,359	$	(62,492	)

Non-amortized intangible assets:
George Mason trade name															$	0				$	1,080			$	1,080

Goodwill not subject to amortization															$	1,472,699				$	5,315			$	1,478,014

Table of Contents

December 31, 2018

Community Banking

Mortgage Banking

Total

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
Amortization

Amortized intangible assets:

Core deposit intangible assets
$
98,359
$
( 62,492
) $
0
$
0
$
98,359
$
( 62,492
)

Non-amortized
intangible assets:

George Mason trade name
$
0
$
1,080
$
1,080

Goodwill not subject to amortization
$
1,472,699
$
5,315
$
1,478,014

The following table provides a reconciliation of goodwill:


	Community Banking		Mortgage Banking		Total		Community Banking		Mortgage Banking		Total
Goodwill at December 31, 2018	$	1,472,699	$	5,315	$	1,478,014	$	1,472,699	$	5,315	$	1,478,014
Additions to goodwill		0		0		0		0		0		0

Goodwill at June 30, 2019	$	1,472,699	$	5,315	$	1,478,014
Goodwill at September 30, 2019							$	1,472,699	$	5,315	$	1,478,014

United incurred amortization expense on intangible assets of $1,754 and ~~$3,508~~$5,262 for the quarter and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, and ~~$2,010~~$2,009 and ~~$4,020~~$6,029 for the quarter and ~~six~~nine months ended ~~June~~September 30, 2018, respectively.

The following table sets forth the anticipated amortization expense for intangible assets for the years subsequent to 2018:


Year	Amount
2019	$	7,016
2020		6,309
2021		5,369
2022		4,581
2023 and thereafter		12,592

7. LEASES

United determines if an arrangement is a lease at inception. United and certain subsidiaries have entered into various noncancelable-operating leases for branch and loan production offices as well as operating facilities. Operating leases are included in operating lease

right-of-use

(“ROU”) assets and operating lease liabilities on the Consolidated Balance Sheets. Operating leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. Presently, United does not have any finance leases.

United’s operating leases are subject to renewal options under various terms. United’s operating leases have remaining terms of 1 to 14 years, some of which include options to extend leases generally for periods of 5 years. United rents or subleases certain real estate to third parties. Our sublease portfolio consists of operating leases to other organizations for former branch offices.

~~Table of Contents~~

ROU assets represent United’s right to use an underlying asset for the lease term and lease liabilities represent United’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of United’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend the lease when it is reasonably certain that United will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Table of Contents

The components of lease expense were as follows:


			Three Months Ended			Six Months Ended					Three Months Ended			Nine Months Ended
	Classification		June 30, 2019			June 30, 2019			Classification		September 30, 2019			September 30, 2019
Operating lease cost		Net occupancy expense	$	4,886		$	9,707			Net occupancy expense	$	4,864		$	14,571
Sublease income		Net occupancy expense		(197	)		(473	)		Net occupancy expense		(197	)		(671	)

Net lease cost			$	4,689		$	9,234				$	4,667		$	13,900

Supplemental balance sheet information related to leases was as follows:


	Classification		June 30, 2019		Classification		September 30, 2019
Operating lease right-of-use assets		Operating lease right-of-use assets	$	63,113		Operating lease right-of-use assets	$	60,318
Operating lease liabilities		Operating lease liabilities	$	66,821		Operating lease liabilities	$	63,987

Other information related to leases was as follows:


	~~June~~September 30, 2019
Weighted-average remaining lease term:
Operating leases		~~5.0~~ 5.01 years
Weighted-average discount rate:
Operating leases		~~3.25~~3.23	%

Supplemental cash flow information related to leases was as follows:


	Three Months Ended		Six Months Ended		Three Months Ended		Nine Months Ended
	June 30, 2019		June 30, 2019		September 30, 2019		September 30, 2019
Cash paid for amounts in the measurement of lease liabilities:
Operating cash flows from operating leases	$	4,931	$	9,649	$	4,903	$	14,552
ROU assets obtained in the exchange for lease liabilities		4,214		4,416
ROU assets obtained in the exchange for lease liabilties						1,537		5,953

Maturities of lease liabilities by year and in the aggregate, under operating leases with initial or remaining terms of one year or more, for years subsequent to December 31, 2018, consists of the following as of ~~June~~September 30, 2019 and December 31, 2018:


	Amount						Amount
Year	As of June 30, 2019			As of December 31, 2018			As of September 30, 2019			As of December 31, 2018
2019	$	9,618		$	18,590		$	4,817		$	18,590
2020		17,249			16,359			17,415			16,359
2021		14,672			13,850			14,868			13,850
2022		11,008			10,269			11,206			10,269
2023		8,231			7,600			8,431			7,600
Thereafter		11,966			10,640			12,798			10,640

Total lease payments		72,744			77,308			69,535			77,308
Less: imputed interest		(5,923	)		(0	)		(5,548	)		(0	)

Total	$	66,821		$	77,308		$	63,987		$	77,308

~~Table of Contents~~

8. SHORT-TERM BORROWINGS

Federal funds purchased and securities sold under agreements to repurchase are a significant source of funds for the Company. United has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $230,000. These lines of credit, which bear interest at prevailing market rates, permit United to borrow

Table of Contents

funds in the overnight market, and are renewable annually subject to certain conditions. At ~~June~~September 30, 2019, United did

t 0t have any federal funds purchased while total securities sold under agreements to repurchase (REPOs) were $

~~122,159~~

.$129,966. The securities sold under agreements to repurchase were accounted for as collateralized financial transactions. They were recorded at the amounts at which the securities were acquired or sold plus accrued interest.

United has a $20,000 line of credit with an unrelated financial institution to provide for general liquidity needs. The line is an unsecured, revolving line of credit. The line will be renewable on a

360-day

basis and will carry an indexed, floating-rate of interest. The line requires compliance with various financial and nonfinancial covenants. At ~~June~~September 30, 2019, United had

0 outstanding balance under this line of credit.

Table of Contents

9. LONG-TERM BORROWINGS

United’s subsidiary bank is a member of the Federal Home Loan Bank (“FHLB”). Membership in the FHLB makes available short-term and long-term borrowings from collateralized advances. All FHLB borrowings are collateralized by a mix of single-family residential mortgage loans, commercial loans and investment securities. At ~~June~~September 30, 2019, United had an unused borrowing amount of approximately ~~$3,905,439~~$3,894,693 available subject to delivery of collateral after certain trigger points. Advances may be called by the FHLB or redeemed by United based on predefined factors and penalties.

At ~~June~~September 30, 2019, ~~$1,548,032~~$1,672,448 of FHLB advances with a weighted-average interest rate of ~~2.22%~~2.11% are scheduled to mature within the next six years.

Overnight funds of $200,000 with an interest rate of 2.15% are included in the FHLB advances of $1,672,448 at September 30, 2019.

The scheduled maturities of these FHLB borrowings are as follows:

Year

Amount

2019
$
471,000

2020

442,000

2021

602,845

2022

21,000

2023 and thereafter

11,187

Total
$
1,548,032


Year	Amount
2019	$	220,918
2020		591,837
2021		827,636
2022		20,918
2023 and thereafter		11,139

Total	$	1,672,448

At ~~June~~September 30, 2019, United had a total of fourteen statutory business trusts that were formed for the purpose of issuing or participating in pools of trust preferred capital securities (“Capital Securities”) with the proceeds invested in junior subordinated debt securities (“Debentures”) of United. The Debentures, which are subordinate and junior in right of payment to all present and future senior indebtedness and certain other financial obligations of United, are the sole assets of the trusts and United’s payment under the Debentures is the sole source of revenue for the trusts. At ~~June~~September 30, 2019 and December 31, 2018, the outstanding balance of the Debentures was ~~$235,535~~$235,849 and $234,905, respectively, and was included in the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings.” The Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets. United fully and unconditionally guarantees each individual trust’s obligations under the Capital Securities.

Under the provisions of the subordinated debt, United has the right to defer payment of interest on the subordinated debt at any time, or from time to time, for periods not exceeding

five years.

If interest payments on the subordinated debt are deferred, the dividends on the Capital Securities are also deferred. Interest on the subordinated debt is cumulative.

~~Table of Contents~~

In accordance with the fully-phased in “Basel III Capital Rules” as published by United’s primary federal regulator, the Federal Reserve, United is unable to consider the Capital Securities as Tier 1 capital, but rather the Capital Securities are included as a component of United’s Tier 2 capital. United can include the Capital Securities in its Tier 2 capital on a permanent basis.

10. COMMITMENTS AND CONTINGENT LIABILITIES

United is a party to financial instruments with

off-balance-sheet

risk in the normal course of business to meet the financing needs of its customers and to alter its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby letters of credit, and interest rate swap agreements. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements.

Table of Contents

United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for

on-balance

sheet instruments. Collateral may be obtained, if deemed necessary, based on management’s credit evaluation of the counterparty.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being

drawn upon, the total commitment amounts do not necessarily, and historically do not, represent future cash requirements. The amount of collateral obtained, if deemed necessary upon the extension of credit, is based on management’s credit evaluation of the counterparty. United had approximately ~~$3,909,612~~$3,831,866 and $3,826,370 of loan commitments outstanding as of ~~June~~September 30, 2019 and December 31, 2018, respectively, approximately half of which contractually expire within one year. Included in the ~~June~~September 30, 2019 amount are commitments to extend credit of ~~$354,996~~$311,366 related to George Mason’s mortgage loan funding commitments and are of a short-term nature.

Commercial and standby letters of credit are agreements used by United’s customers as a means of improving their credit standing in their dealings with others. Under these agreements, United guarantees certain financial commitments of its customers. A commercial letter of credit is issued specifically to facilitate trade or commerce. Typically, under the terms of a commercial letter of credit, a commitment is drawn upon when the underlying transaction is consummated as intended between the customer and a third party. As of ~~June~~September 30, 2019, United had $5,092 of commercial letters of credit outstanding. As of December 31, 2018, United had

0 outstanding commercial letters of credit. A standby letter of credit is generally contingent upon the failure of a customer to perform according to the terms of an underlying contract with a third party. United has issued standby letters of credit of ~~$133,930~~$136,962 and $141,032 as of ~~June~~September 30, 2019 and December 31, 2018, respectively. In accordance with the Contingencies Topic of the FASB Accounting Standards Codification, United has determined that substantially all of its letters of credit are renewed on an annual basis and the fees associated with these letters of credit are immaterial.

George Mason provides for its estimated exposure to repurchase loans previously sold to investors for which borrowers failed to provide full and accurate information on their loan application or for which appraisals have not been acceptable or where the loan was not underwritten in accordance with the loan program specified by the loan investor, and for other exposure to its investors related to loan sales activities. United evaluates the merits of each claim and estimates its reserve based on actual and expected claims received and considers the historical amounts paid to settle such claims. George Mason has a reserve of ~~$946~~$1,173 as of ~~June~~September 30, 2019.

~~Table of Contents~~

United has derivative counter-party risk that may arise from the possible inability of George Mason’s third party investors to meet the terms of their forward sales contracts. George Mason works with third-party investors that are generally well-capitalized, are investment grade and exhibit strong financial performance to mitigate this risk. United does not expect any third-party investor to fail to meet its obligation.

United and its subsidiaries are currently involved in various legal proceedings in the normal course of business. Management is vigorously pursuing all its legal and factual defenses and, after consultation with legal counsel, believes that all such litigation will be resolved with no material effect on United’s financial position.

Table of Contents

11. DERIVATIVE FINANCIAL INSTRUMENTS

United uses derivative instruments to help aid against adverse price changes or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives may consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. United also executes derivative instruments with its commercial banking customers to facilitate its risk management strategies.

United accounts for its derivative financial instruments in accordance with ASC Topic 815 which requires all derivative instruments to be carried at fair value on the balance sheet. United has designated certain derivative instruments used to manage interest rate risk as hedge relationships with certain assets, liabilities or cash flows being hedged. Certain derivatives used for interest rate risk management are not designated in a hedge relationship.

Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are recorded in income in the same period and in the same income statement line as changes in the fair values of the hedged items that relate to the hedged risk(s). For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within shareholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are recorded as a component of other comprehensive income, net of deferred taxes, and reclassified to earnings when the hedged transaction affects earnings. The portion of a hedge that is ineffective is recognized immediately in earnings.

At inception of a hedge relationship, United formally documents the hedged item, the particular risk management objective, the nature of the risk being hedged, the derivative being used, how effectiveness of the hedge will be assessed and how the ineffectiveness of the hedge will be measured. United also assesses hedge effectiveness at inception and on an ongoing basis using regression analysis. Hedge ineffectiveness is measured by using the change in fair value method. The change in fair value method compares the change in the fair value of the hedging derivative to the change in the fair value of the hedged exposure, attributable to changes in the benchmark rate. The portion of a hedge that is ineffective is recognized immediately in earnings.

United through George Mason enters into interest rate lock commitments to finance residential mortgage loans with its customers. These commitments, which contain fixed expiration dates, offer the borrower an interest rate guarantee provided the loan meets underwriting guidelines and closes within the timeframe established by United. Interest rate risk arises on these commitments and subsequently closed loans if interest rates change between the time of the interest rate lock and the delivery of the loan to the investor. Market risk on interest rate lock commitments and

~~Table of Contents~~

mortgage loans held for sale is managed using corresponding forward mortgage loan sales contracts. United is a party to these forward mortgage loan sales contracts to sell loans servicing released and short sales of mortgage-backed securities. When the interest rate is locked with the borrower, the rate lock commitment, forward sale agreement, and mortgage-backed security position are undesignated derivatives and marked to fair value through earnings. The fair value of the rate lock derivative includes the servicing premium and the interest spread for the difference between retail and wholesale mortgage rates. Income from mortgage banking activities includes the gain recognized for the period presented and associated elements of fair value.

Table of Contents

United sells mortgage loans on either a best efforts or mandatory delivery basis. For loans sold on a mandatory delivery basis, United enters into forward mortgage-backed securities (the “residual hedge”) to mitigate the effect of interest rate risk. Both the rate lock commitment under mandatory delivery and the residual hedge are recorded at fair value through earnings and are not designated as accounting hedges. At the closing of the loan, the loan commitment derivative expires and United records a loan held for sale at fair value and continues to mark these assets to market under the election of fair value option. United closes out of the trading mortgage-backed securities assigned within the residual hedge and replaces the securities with a forward sales contract once a price has been accepted by an investor and recorded at fair value. For those loans selected to be sold under best efforts delivery, at the closing of the loan, the rate lock commitment derivative expires and the Company records a loan held for sale at fair value under the election of fair value option and continues to be obligated under the same forward loan sales contract entered into at inception of the rate lock commitment.

The derivative portfolio also includes derivative financial instruments not included in hedge relationships. These derivatives consist of interest rate swaps used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. For derivatives that are not

designated in a hedge relationship, changes in the fair value of the derivatives are recognized in earnings in the same period as the change in fair value. Gains and losses on other derivative financial instruments are included in noninterest income and noninterest expense, respectively.

The following tables disclose the derivative instruments’ location on the Company’s Consolidated Balance Sheets and the notional ~~amount~~amount and fair value of those instruments at ~~June~~September 30, 2019 and December 31, 2018.


	Asset Derivatives												Asset Derivatives
	June 30, 2019						December 31, 2018						September 30, 2019						December 31, 2018
	Balance Sheet Location		Notional Amount		Fair Value		Balance Sheet Location		Notional Amount		Fair Value		Balance Sheet Location		Notional Amount		Fair Value		Balance Sheet Location		Notional Amount		Fair Value
Derivatives designated as hedging instruments Fair Value Hedges:
Interest rate swap contracts (hedging commercial loans)		Other assets	$	0	$	0		Other assets	$	85,623	$	1,859		Other assets	$	0	$	0		Other assets	$	85,623	$	1,859

Total derivatives designated as hedging instruments			$	0	$	0			$	85,623	$	1,859			$	0	$	0			$	85,623	$	1,859

Derivatives not designated as hedging instruments
Interest rate swap contracts		Other assets	$	0	$	0		Other assets	$	0	$	0		Other assets	$	0	$	0		Other assets	$	0	$	0
Forward loan sales commitments		Other assets		48,488		492		Other assets		21,604		542		Other assets		30,969		44		Other assets		21,604		542
Interest rate lock commitments		Other assets		250,487		8,127		Other assets		93,955		4,103		Other assets		262,313		7,030		Other assets		93,955		4,103

Total derivatives not designated as hedging instruments			$	298,975	$	8,619			$	115,559	$	4,645			$	293,282	$	7,074			$	115,559	$	4,645

Total asset derivatives			$	298,975	$	8,619			$	201,182	$	6,504			$	293,282	$	7,074			$	201,182	$	6,504

Table of Contents

Liability Derivatives

June 30, 2019

December 31, 2018

Balance
Sheet
Location

Notional
Amount

Fair
Value

Balance
Sheet
Location

Notional
Amount

Fair
Value

Derivatives designated as hedging instruments Fair Value Hedges:

Interest rate swap contracts (hedging commercial loans)

Other liabilities
$
84,397
$
2,146

Other liabilities
$
0
$
0

Total derivatives designated as hedging instruments
$
84,397
$
2,146
$
0
$
0

Derivatives not designated as hedging instruments

Interest rate swap contracts

Other liabilities
$
0
$
0

Other liabilities
$
0
$
0

TBA mortgage-backed securities

Other liabilities

405,299

3,476

Other liabilities

200,281

3,002

Interest rate lock commitments

Other liabilities

0

0

Other liabilities

0

0

Total derivatives not designated as hedging instruments
$
405,299
$
3,476
$
200,281
$
3,002

Total liability derivatives
$
489,696
$
5,622
$
200,281
$
3,002


	Liability Derivatives
	September 30, 2019						December 31, 2018
	Balance Sheet Location		Notional Amount		Fair Value		Balance Sheet Location		Notional Amount		Fair Value
Derivatives designated as hedging instruments Fair Value Hedges:
Interest rate swap contracts (hedging commercial loans)		Other liabilities	$	83,328	$	3,921		Other liabilities	$	0	$	0

Total derivatives designated as hedging instruments			$	83,328	$	3,921			$	0	$	0

Derivatives not designated as hedging instruments
Interest rate swap contracts		Other liabilities	$	0	$	0		Other liabilities	$	0	$	0
TBA mortgage-backed securities		Other liabilities		427,500		835		Other liabilities		200,281		3,002
Interest rate lock commitments		Other liabilities		0		0		Other liabilities		0		0

Total derivatives not designated as hedging instruments			$	427,500	$	835			$	200,281	$	3,002

Total liability derivatives			$	510,828	$	4,756			$	200,281	$	3,002

The following table represents the carrying amount of the hedged assets/(liabilities) and the cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities) that are designated as a fair value accounting relationship as of ~~June~~September 30, 2019.


			September 30, 2019
Derivatives in Fair Value Hedging Relationships	Location in the Statement of Condition		Carrying Amount of the Hedged Assets/(Liabilities)		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)			Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets/ (Liabilities) for which Hedge Accounting has been Discontinued
Interest rate swaps		Loans, net of unearned income	$	82,470	$	(3,921	)	$	0

Derivatives in Fair Value
Hedging Relationships

Location in the Statement
of Condition

June 30, 2019

Carrying Amount
of the Hedged
Assets/(Liabilities)

Cumulative Amount
of Fair Value
Hedging Adjustment
Included in the
Carrying Amount of
the Hedged
Assets/(Liabilities)

Cumulative Amount of
Fair Value Hedging
Adjustment Remaining
for any Hedged Assets/
(Liabilities) for which
Hedge Accounting has
been Discontinued

Interest rate swaps

Loans, net of unearned income
$
83,527
$
(2,146
) $
0

Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. United’s exposure is limited to the replacement value of the contracts rather than the notional amount of the contract. The Company’s agreements generally contain provisions that limit the unsecured exposure up to an agreed upon threshold. Additionally, the Company attempts to minimize credit risk through certain approval processes established by management.

Table of Contents

The effect of United’s derivative financial instruments on its unaudited Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 are presented as follows:


		Three Months Ended
	Income Statement Location	September 30, 2019			September 30, 2018
Derivatives in hedging relationships Fair Value Hedges:
Interest rate swap contracts	Interest income/(expense)	$	(187	)	$	(24	)

Total derivatives in hedging relationships		$	(187	)	$	(24	)

Derivatives not designated as hedging instruments
Forward loan sales commitments	Income from Mortgage Banking Activities		44			(197	)
TBA mortgage-backed securities	Income from Mortgage Banking Activities		2,641			2,583
Interest rate lock commitments	Income from Mortgage Banking Activities		602			(3,262	)

Total derivatives not designated as hedging instruments		$	3,287		$	(876	)

Total derivatives		$	3,100		$	(900	)


		Nine Months Ended
	Income Statement Location	September 30, 2019			September 30, 2018
Derivatives in fair value hedging relationships Fair Value Hedges:
Interest rate swap contracts	Interest income/(expense)	$	(285	)	$	(42	)
Cash Flow Hedges:
Forward loan sales commitments	Other income		0			0

Total derivatives in hedging relationships		$	(285	)	$	(42	)

Derivatives not designated as hedging instruments
Forward loan sales commitments	Income from Mortgage Banking Activities		916			(12	)
TBA mortgage-backed securities	Income from Mortgage Banking Activities		2,167			1,473
Interest rate lock commitments	Income from Mortgage Banking Activities		6,472			(1,643	)

Total derivatives not designated as hedging instruments		$	9,555		$	(182	)

Total derivatives		$	9,270		$	(224	)

Three Months Ended

Income Statement
Location

June 30,
2019

June 30,
2018

Derivatives in hedging relationships Fair Value Hedges:

Interest rate swap contracts

Interest income/(expense)
$
(68
) $
24

Total derivatives in hedging relationships
$
(68
) $
24

Derivatives not designated as hedging instruments

Forward loan sales commitments

Income from Mortgage Banking Activities

492

112

TBA mortgage-backed securities

Income from Mortgage Banking Activities

(962
)
(660
)
Interest rate lock commitments

Income from Mortgage Banking Activities

3,833

2,888

Total derivatives not designated as hedging instruments
$
3,363
$
2,340

Total derivatives
$
3,295
$
2,364

Six Months Ended

Income Statement
Location

June 30,
2019

June 30,
2018

Derivatives in fair value hedging relationships Fair Value Hedges:

Interest rate swap contracts

Interest income/(expense)
$
(98
) $
(18
)
Cash Flow Hedges:

Forward loan sales commitments

Other income

0

0

Total derivatives in hedging relationships
$
(98
) $
(18
)

Derivatives not designated as hedging instruments

Forward loan sales commitments

Income from Mortgage Banking Activities

872

185

TBA mortgage-backed securities

Income from Mortgage Banking Activities

(474
)
(1,110
)
Interest rate lock commitments

Income from Mortgage Banking Activities

5,870

1,619

Total derivatives not designated as hedging instruments
$
6,268
$
694

Total derivatives
$
6,170
$
676

12. FAIR VALUE MMEASUREMENTS

~~EASUREMENTS~~

United determines the fair values of its financial instruments based on the fair value hierarchy established by ASC Topic 820, which also clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

The Fair Value Measurements and Disclosures Topic specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect United’s market assumptions.

Table of Contents

The three levels of the fair value hierarchy, based on these two types of inputs, are as follows:

When determining the fair value measurements for assets and liabilities, United looks to active and observable markets to price identical assets or liabilities whenever possible and classifies such items in Level 1. When identical assets and liabilities are ~~not~~0t traded in active markets, United looks to market observable data for similar assets and liabilities and classifies such items as Level 2. Nevertheless, certain assets and liabilities are ~~not~~0t actively traded in observable markets and United must use alternative valuation techniques using unobservable inputs to determine a fair value and classifies such items as Level 3. For assets and liabilities that are ~~not~~0t actively traded, the fair value measurement is based primarily upon estimates that require significant judgment. Therefore, the results may ~~not~~0t be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there are inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The level within the fair value hierarchy is based on the lowest level of input that is significant in the fair value measurement.

In accordance with ASC Topic 820, the following describes the valuation techniques used by United to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Securities available for sale and equity securities

: Securities available for sale and equity securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Using a market approach valuation methodology, third party vendors compile prices based on observable market inputs, which include benchmark yields, reported trades, issuer spreads, benchmark securities, and “To Be Announced” prices (Level 2). Management internally reviews the fair values provided by third party vendors on a monthly basis. Management also performs a quarterly price testing analysis at the individual security level which compares the pricing provided by the third party vendors to an independent pricing source’s valuation of the same securities. Variances that are deemed to be material are reviewed by management. Additionally, to further assess the reliability of the information received from third party vendors, management obtains documentation from third party vendors related to the sources, methodologies, and inputs utilized in valuing securities classified as Level 2. Management analyzes this information to ensure the underlying assumptions appear reasonable. Management also obtains an independent service auditor’s report from third party vendors to provide reasonable assurance that appropriate controls are in place over the valuation process. Upon completing its review of the pricing from third party vendors at ~~June~~September 30, 2019, management determined that the prices provided by its third party pricing source were reasonable and in line with management’s expectations for the market values of these securities. Therefore, prices obtained from third party vendors that did not reflect forced liquidation or distressed sales were not adjusted by management at

~~June~~

September 30,

~~2019~~

. 2019. Management utilizes a number of factors to determine if a market is inactive, all of which may require a significant level of judgment. Factors that management considers include: a significant widening

~~Table~~ of ~~Contents~~

of the

bid-ask

spread, a considerable decline in the volume and level of trading activity in the instrument, a

Table of Contents

significant variance in prices among market participants, and a significant reduction in the level of observable inputs. Any securities available for sale not valued based upon quoted market prices or third party pricing models that consider observable market data are considered Level

.3. Currently, United considers its valuation of available for sale Trup Cdos as Level

.3. Based upon management’s review of the market conditions for Trup Cdos, it was determined that an income approach valuation technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs is the most representative measurement technique for these securities. The present value technique discounts expected future cash flows of a security to arrive at a present value. Management considers the following items when calculating the appropriate discount rate: the implied rate of return when the market was last active, changes in the implied rate of return as markets moved from very active to inactive, recent changes in credit ratings, and recent activity showing that the market has built in increased liquidity and credit premiums. Management’s internal credit review of each security was also factored in to determine the appropriate discount rate. The credit review considered each security’s collateral, subordination, excess spread, priority of claims, principal and interest.

Loans held for sale

: For residential mortgage loans sold in the mortgage banking segment, the loans closed are recorded at fair value as management has elected the fair value option which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 3 category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of ~~0.16%~~0.25% to ~~0.71%~~0.59% with a weighted average increase of ~~0.33%~~0.40%.

Derivatives

: United utilizes interest rate swaps to hedge exposure to interest rate risk and variability of cash flows associated to changes in the underlying interest rate of the hedged item. These hedging interest rate swaps are classified as either a fair value hedge or a cash flow hedge. United’s derivative portfolio also includes derivative financial instruments not included in hedge relationships. These derivatives consist of interest rate swaps used for interest rate management purposes and derivatives executed with commercial banking customers to facilitate their interest rate management strategies. United utilizes third-party vendors for derivative valuation purposes. These vendors determine the appropriate fair value based on a net present value calculation of the cash flows related to the interest rate swaps using primarily observable market inputs such as interest rate yield curves (Level 2). Valuation adjustments to derivative fair values for liquidity and credit risk are also taken into consideration, as well as the likelihood of default by United and derivative counterparties, the net counterparty exposure and the remaining maturities of the positions. Values obtained from third party vendors are typically not adjusted by management. Management internally reviews the derivative values provided by third party vendors on a quarterly basis. All derivative values are tested for reasonableness by management utilizing a net present value calculation.

For a fair value hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings either in interest income or interest expense depending on the nature of the hedged financial instrument. For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within shareholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are offset to other comprehensive income, net of tax. The portion of a hedge that is ineffective is recognized immediately in earnings.

The Company records its interest rate lock commitments and forward loan sales commitments at fair value determined as the amount that would be required to settle each of these derivative financial instruments at the balance sheet date. In the normal course of business, George Mason enters into contractual interest rate lock commitments to extend credit to borrowers with fixed expiration dates. The commitments become effective when the borrowers ~~“lock-in”~~

“lock-in”

a specified

~~Table of Contents~~

interest rate within the timeframes established by the mortgage companies. All borrowers are evaluated for credit

Table of Contents

worthiness prior to the extension of the commitment. Market risk arises if interest rates move adversely between the time of the interest rate lock by the borrower and the sale date of the loan to the investor. To mitigate the effect of the interest rate risk inherent in providing rate lock commitments to borrowers, George Mason enters into either a forward sales contract to sell loans to investors when using best efforts or a TBA mortgage-backed security under mandatory delivery. As TBA mortgage-backed securities are actively traded in an open market, TBA mortgage-backed securities fall into a Level 2 category. The forward sales contracts lock in an interest rate and price for the sale of loans similar to the specific rate lock commitments. Under the Company’s best efforts model, the rate lock commitments to borrowers and the forward sales contracts to investors through to the date the loan closes are undesignated derivatives and accordingly, are marked to fair value through earnings. These valuations fall into a Level 2 category. For residential mortgage loans sold in the mortgage banking segment, the interest rate lock commitments are recorded at fair value which is measured using valuations from investors for loans with similar characteristics adjusted for the Company’s actual sales experience versus the investor’s indicated pricing. These valuations fall into the Level 3 category. The unobservable input is the Company’s historical sales prices. The range of historical sales prices increased the investor’s indicated pricing by a range of ~~0.16%~~0.25% to ~~0.71%~~0.59% with a weighted average increase of ~~0.33%~~0.40%.

For interest rate swap derivatives that are not designated in a hedge relationship, changes in the fair value of the derivatives are recognized in earnings in the same period as the change in the fair value. Unrealized gains and losses due to changes in the fair value of other derivative financial instruments not in hedge relationship are included in noninterest income and noninterest expense, respectively.

The following tables present the balances of financial assets and liabilities measured at fair value on a recurring basis as of ~~June~~September 30, 2019 and December 31, 2018, segregated by the level of the valuation inputs within the fair value hierarchy.

Fair Value at June 30, 2019 Using

Description

Balance as of
June 30,
2019

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets

Available for sale debt securities:

U.S. Treasury securities and obligations of U.S. Government corporations and agencies
$
74,484
$
0
$
74,484
$
0

State and political subdivisions

181,259

0

181,259

0

Residential mortgage-backed securities

Agency

877,567

0

877,567

0

Non-agency

3,978

0

3,978

0

Commercial mortgage-backed securities

Agency

574,721

0

574,721

0

Asset-backed securities

268,854

0

268,854

0

Trust preferred collateralized debt obligations

5,413

0

0

5,413

Single issue trust preferred securities

16,844

0

16,844

0

Other corporate securities

342,671

6,712

335,959

0

Total available for sale securities

2,345,791

6,712

2,333,666

5,413

Equity securities:

Financial services industry

133

133

0

0

Equity mutual funds (1)

4,209

4,209

0

0

Other equity securities

4,756

4,756

0

0

Total equity securities

9,098

9,098

0

0


			Fair Value at September 30, 2019 Using
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available for sale debt securities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	64,034	$	0	$	64,034	$	0
State and political subdivisions		238,515		0		238,515		0
Residential mortgage-backed securities
Agency		867,281		0		867,281		0
Non-agency		3,995		0		3,995		0
Commercial mortgage-backed securities
Agency		621,652		0		621,652		0
Asset-backed securities		279,707		0		279,707		0
Trust preferred collateralized debt obligations		5,069		0		0		5,069
Single issue trust preferred securities		16,544		0		16,544		0
Other corporate securities		355,300		6,673		348,627		0

Total available for sale securities		2,452,097		6,673		2,440,355		5,069
Equity securities:
Financial services industry		159		159		0		0
Equity mutual funds (1)		3,965		3,965		0		0
Other equity securities		4,790		4,790		0		0

Total equity securities		8,914		8,914		0		0
Loans held for sale		407,463		0		0		407,463
Derivative financial assets:

Table of Contents


			Fair Value at September 30, 2019 Using
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest rate swap contracts		0		0		0		0
Forward sales commitments		44		0		44		0
Interest rate lock commitments		7,030		0		0		7,030

Total derivative financial assets		7,074		0		44		7,030
Liabilities
Derivative financial liabilities:
Interest rate swap contracts		3,921		0		3.921		0
TBA mortgage-backed securities		835		0		835		0

Total derivative financial liabilities		4,756		0		4,756		0

Fair Value at June 30, 2019 Using
Description

Balance as of
June 30,
2019

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Loans held for sale

365,440

0

0

365,440

Derivative financial assets:

Interest rate swap contracts

0

0

0

0

Forward sales commitments

492

0

492

0

Interest rate lock commitments

8,127

0
��
0

8,127

Total derivative financial assets

8,619

0

492

8,127

Liabilities

Derivative financial liabilities:

Interest rate swap contracts

2,146

0

2,146

0

TBA mortgage-backed securities

3,476

0

3,476

0

Total derivative financial liabilities

5,622

0

5,622

0

~~(1)~~

~~The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.~~

Fair Value at December 31, 2018 Using

Description

Balance as of
December 31,
2018

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets
Available for sale debt securities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies $ 85,890 $ 0 $ 85,890 $ 0

State and political subdivisions

208,988

0

208,988

0

Residential mortgage-backed securities

Agency

1,035,650

0

1,035,650

0

Non-agency

4,259

0

4,259

0

Commercial mortgage-backed securities

Agency

554,600

0

554,600

0

Asset-backed securities

271,970

0

271,970

0

Trust preferred collateralized debt obligations

5,917

0

0

5,917

Single issue trust preferred securities

8,362

0

8,362

0

Other corporate securities

161,403

6,822

154,581

0

Total available for sale securities

2,337,039

6,822

2,324,300

5,917

Equity securities:

Financial services industry

140

140

0

0

Equity mutual funds (1)

4,954

4,954

0

0

Other equity securities

4,640

4,640

0

0

Total equity securities

9,734

9,734

0

0

Loans held for sale

247,104

0

0

247,104

Derivative financial assets:

Interest rate swap contracts

1,859

0

1,859

0

Forward sales commitments

542

0

542

0

Interest rate lock commitments

4,103

0

0

4,103

Total derivative financial assets

6,504

0

2,401

4,103

~~Table of Contents~~

Fair Value at December 31, 2018 Using
Description

Balance as of
December 31,
2018

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Liabilities

Derivative financial liabilities:

TBA mortgage-backed securities

3,002

0

3,002

0

Total derivative financial liabilities

3,002

0

3,002

0

(1)	The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.


			Fair Value at December 31, 2018 Using
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available for sale debt securities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	85,890	$	0	$	85,890	$	0
State and political subdivisions		208,988		0		208,988		0
Residential mortgage-backed securities
Agency		1,035,650		0		1,035,650		0
Non-agency		4,259		0		4,259		0
Commercial mortgage-backed securities
Agency		554,600		0		554,600		0
Asset-backed securities		271,970		0		271,970		0
Trust preferred collateralized debt obligations		5,917		0		0		5,917
Single issue trust preferred securities		8,362		0		8,362		0
Other corporate securities		161,403		6,822		154,581		0

Total available for sale securities		2,337,039		6,822		2,324,300		5,917
Equity securities:
Financial services industry		140		140		0		0
Equity mutual funds (1)		4,954		4,954		0		0
Other equity securities		4,640		4,640		0		0

Total equity securities		9,734		9,734		0		0
Loans held for sale		247,104		0		0		247,104
Derivative financial assets:
Interest rate swap contracts		1,859		0		1,859		0
Forward sales commitments		542		0		542		0
Interest rate lock commitments		4,103		0		0		4,103

Total derivative financial assets		6,504		0		2,401		4,103

Liabilities
Derivative financial liabilities:
TBA mortgage-backed securities		3,002		0		3,002		0

Total derivative financial liabilities		3,002		0		3,002		0

Table of Contents

(1)	The equity mutual funds are within a rabbi trust for the payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries.

There were

transfers between Level 1 and Level 2 for financial assets and liabilities measured at fair value on a recurring basis during the ~~six~~nine months ended ~~June~~September 30, 2019 and the year ended December 31, 2018.

The following table presents additional information about financial assets and liabilities measured at fair value at ~~June~~September 30, 2019 and December 31, 2018 on a recurring basis and for which United has utilized Level 3 inputs to determine fair value:


	Available for sale Securities
	Trust preferred collateralized debt obligations
	September 30, 2019			December 31, 2018
Balance, beginning of period	$	5,917		$	34,269
Total gains or losses (realized/unrealized):
Included in earnings (or changes in net assets)		(62	)		28
Included in other comprehensive income		(786	)		920
Purchases, issuances, and settlements		0			0
Sales		0			(29,300	)
Transfers in and/or out of Level 3		0			0

Balance, end of period	$	5,069		$	5,917

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date	$	0		$	0

	Loans held for sale
	September 30, 2019			December 31, 2018
Balance, beginning of period	$	247,104		$	263,308
Originations		2,164,410			2,619,454
Sales		(2,067,954	)		(2,676,797	)
Total gains or losses during the period recognized in earnings		63,903			68,555
Transfers in and/or out of Level 3		0			(27,416	)

Balance, end of period	$	407,463		$	247,104

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date	$	0		$	0

	Derivative Financial Assets Interest Rate Lock Commitments
	September 30, 2019		December 31, 2018
Balance, beginning of period	$	4,103	$	4,559
Transfers other		2,927		(456	)

Balance, end of period	$	7,030	$	4,103

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date	$	0	$	0

Available for sale
Securities

Trust preferred
collateralized debt obligations

June 30,
2019

December 31,
2018

Balance, beginning of period $ 5,917 $ 34,269
Total gains or losses (realized/unrealized):
Included in earnings (or changes in net assets) (53 ) 28
Included in other comprehensive income

(451
)
920

Purchases, issuances, and settlements

0

0

Sales

0

(29,300
)
Transfers in and/or out of Level 3

0

0

Balance, end of period
$
5,413
$
5,917

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date
$
0
$
0

Loans held for sale

June 30,
2019

December 31,
2018

Balance, beginning of period
$
247,104
$
263,308

Originations

1,256,514

2,619,454

Sales

(1,177,754
)
(2,676,797
)
Total gains or losses during the period recognized in earnings

39,576

68,555

Transfers in and/or out of Level 3

0

(27,416
)
Balance, end of period
$
365,440
$
247,104

Table of Contents

Available for sale
Securities

Trust preferred
collateralized debt obligations

June 30,
2019

December 31,
2018

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date $ 0 $ 0

Derivative Financial Assets
Interest Rate Lock Commitments

June 30,
2019

December 31,
2018

Balance, beginning of period $ 4,103 $ 4,559
Transfers other 4,024 (456 )

Balance, end of period $ 8,127 $ 4,103

The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at reporting date $ 0 $ 0

Certain financial assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of ~~lower-of-cost-or-market~~

lower-of-cost-or

-market

accounting or write-downs of individual assets.

Fair Value Option

United elected the fair value option for the loans held for sale in its mortgage banking segment to mitigate a divergence between accounting losses and economic exposure.

The following table reflects the change in fair value included in earnings of financial instruments for which the fair value option has been elected:

Description

Three Months Ended
June 30, 2019

Three Months Ended
June 30, 2018

Assets
Loans held for sale
Income from mortgage banking activities $ 4,578 $ 3,929

Description

Six Months Ended
June 30, 2019

Six Months Ended
June 30, 2018

Assets
Loans held for sale
Income from mortgage banking activities $ 6,542 $ 3,092


Description	Three Months Ended September 30, 2019			Three Months Ended September 30, 2018
Assets
Loans held for sale
Income from mortgage banking activities	$	(1,304	)	$	(5,929	)

Description	Nine Months Ended September 30, 2019			Nine Months Ended September 30, 2018
Assets
Loans held for sale
Income from mortgage banking activities	$	5,238		$	(2,838	)

~~Table of Contents~~

The following table reflects the difference between the aggregate fair value and the remaining contractual principal outstanding for financial instruments for which the fair value option has been elected:


	June 30, 2019						December 31, 2018						September 30, 2019						December 31, 2018
Description	Unpaid Principal Balance		Fair Value		Fair Value Over/(Under) Unpaid Principal Balance		Unpaid Principal Balance		Fair Value		Fair Value Over/(Under) Unpaid Principal Balance		Unpaid Principal Balance		Fair Value		Fair Value Over/(Under) Unpaid Principal Balance		Unpaid Principal Balance		Fair Value		Fair Value Over/(Under) Unpaid Principal Balance
Assets
Loans held for sale	$	357,112	$	365,440	$	8,328	$	241,293	$	247,104	$	5,811	$	399,341	$	407,463	$	8,122	$	241,293	$	247,104	$	5,811

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following describes the valuation techniques used by United to measure certain financial assets recorded at fair value on a nonrecurring basis in the financial statements.

Loans held for sale

: Loans held for sale within the community banking segment that are delivered on a best efforts basis are carried at the lower of cost or fair value. The fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, United records any fair value adjustments for these loans held for sale on a nonrecurring basis. No

NaN

nonrecurring fair value adjustments were recorded on loans held for sale during the ~~six~~nine months ended ~~June~~September 30, 2019. Gains and losses on sale of loans are recorded within income from mortgage banking activities on the Consolidated Statements of Income.

Impaired Loans

: Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreement will not be collected. Impairment is measured based upon the present value of expected future cash flows from the loan discounted at the loan’s effective rate and the loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. Fair value is measured using a market approach based on the value of the collateral securing

Table of Contents

the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing an appraisal conducted by an independent, licensed appraiser outside of the Company using comparable property sales (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’ financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). For impaired loans, a specific reserve is established through the Allowance for Loan Losses, if necessary, by estimating the fair value of the underlying collateral on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses expense on the Consolidated Statements of Income.

OREO

: OREO consists of real estate acquired in foreclosure or other settlement of loans. Such assets are carried on the balance sheet at the lower of the investment in the assets or the fair value of the assets less estimated selling costs. Fair value is determined by one of two market approach methods depending on whether the property has been vacated and an appraisal can be conducted. If the property has yet to be vacated and thus an appraisal cannot be performed, a Brokers Price Opinion (i.e. BPO), is obtained. A BPO represents a best estimate valuation performed by a realtor based on knowledge of current property values and a visual examination of the exterior condition of the property. Once the property is subsequently vacated, a formal appraisal is obtained and the recorded asset value appropriately adjusted. On the other hand, if the OREO property has been vacated and an appraisal can be conducted, the fair value of the property is determined based upon the appraisal using a market approach. An authorized independent appraiser conducts appraisals for United. Appraisals for property other than ongoing construction are based on consideration of

~~Table of Contents~~

comparable property sales (Level 2). In contrast, valuation of ongoing construction assets requires some degree of professional judgment. In conducting an appraisal for ongoing construction property, the appraiser develops two appraised amounts: an “as is” appraised value and a “completed” value. Based on professional judgment and their knowledge of the particular situation, management determines the appropriate fair value to be utilized for such property (Level 3). As a matter of policy, valuations are reviewed at least annually and appraisals are generally updated on a

bi-annual

basis with values lowered as necessary.

Intangible Assets:

For United, intangible assets consist of goodwill and core deposit intangibles. Goodwill is tested for impairment at least annually or sooner if indicators of impairment exist. Goodwill impairment would be defined as the difference between the recorded value of goodwill (i.e. book value) and the implied fair value of goodwill. In determining the implied fair value of goodwill for purposes of evaluating goodwill impairment, United determines the fair value of the reporting unit using a market approach and compares the fair value to its carrying value. If the carrying value exceeds the fair value, a step two test is performed whereby the implied fair value is computed by deducting the fair value of all tangible and intangible net assets from the fair value of the reporting unit. Core deposit intangibles relate to the estimated value of the deposit base of acquired institutions. Management reviews core deposit intangible assets on an annual basis, or sooner if indicators of impairment exist, and evaluates changes in facts and circumstances that may indicate impairment in the carrying value.No

NaN

other fair value measurement of intangible assets was made during the first ~~six~~nine months of 2019 and 2018.

Table of Contents

The following table summarizes United’s financial assets that were measured at fair value on a nonrecurring basis during the period:

Carrying value at June 30, 2019

Description

Balance as of
June 30,
2019

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

YTD
Gains
(Losses)

Assets

Loans held for sale
$
5,153
$
0
$
5,153
$
0
$
(4
)
Impaired Loans

76,577

0

65,604

10,973

4,781

OREO

14,469

0

14,391

78

(340
)


Description			Carrying value at September 30, 2019
Description	Balance as of September 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		YTD Gains (Losses)
Assets
Loans held for sale	$	4,731	$	0	$	4,731	$	0	$	(4	)
Impaired Loans		76,404		0		69,560		6,844		2,795
OREO		18,367		0		18,291		76		(1,453	)

Description			Carrying value at December 31, 2018
Description	Balance as of December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		YTD Gains (Losses)
Assets
Loans held for sale	$	2,742	$	0	$	2,742	$	0	$	(3	)
Impaired Loans		121,355		0		108,899		12,456		(12,301	)
OREO		16,865		0		16,865		0		(910	)

Carrying value at December 31, 2018

Description

Balance as of
December 31,
2018

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

YTD
Gains
(Losses)

Assets

Loans held for sale
$
2,742
$
0
$
2,742
$
0
$
(3
)
Impaired Loans

121,355

0

108,899

12,456

(12,301
)
OREO

16,865

0

16,865

0

(910
)

Fair Value of Other Financial Instruments

The following methods and assumptions were used by United in estimating its fair value disclosures for other financial instruments:

Cash and Cash Equivalents:

The carrying amounts reported in the balance sheet for cash and cash equivalents approximate those assets’ fair values.

~~Table of Contents~~

Securities held to maturity and other securities

: The estimated fair values of securities held to maturity are based on quoted market prices, where available. If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that considers observable market data. Any securities held to maturity, not valued based upon the methods above, are valued based on a discounted cash flow methodology using appropriately adjusted discount rates reflecting nonperformance and liquidity risks. Other securities consist mainly of shares of Federal Home Loan Bank and Federal Reserve Bank stock that do not have readily determinable fair values and are carried at cost.

Loans

: The fair values of certain mortgage loans (e.g.,

one-to-four

family residential), credit card loans, and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values of other loans (e.g., commercial real estate and rental property mortgage loans, commercial and industrial loans, financial institution loans and agricultural loans) are estimated using discounted cash flow analyses, using market interest rates currently being offered for loans with similar terms to borrowers of similar creditworthiness, which include adjustments for liquidity concerns. For acquired impaired loans, fair value is assumed to equal United’s carrying value, which represents the present value of expected future principal and interest cash flows, as adjusted for any Allowance for Loan Losses recorded for these loans.

Table of Contents

Deposits

: The fair values of demand deposits (e.g., interest and noninterest checking, regular savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values of fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-term Borrowings:

The carrying amounts of federal funds purchased, borrowings under repurchase agreements and any other short-term borrowings approximate their fair values.

Long-term Borrowings:

The fair values of United’s Federal Home Loan Bank borrowings and trust preferred securities are estimated using discounted cash flow analyses, based on United’s current incremental borrowing rates for similar types of borrowing arrangements.

Summary of Fair Values for All Financial Instruments

The estimated fair values of United’s financial instruments, including those measured at amortized cost on the balance sheet, are summarized below:


					Fair Value Measurements										Fair Value Measurements
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2019
September 30, 2019
Cash and cash equivalents	$	1,253,573	$	1,253,573	$	0	$	1,253,573	$	0	$	976,154	$	976,154	$	0	$	976,154	$	0
Securities available for sale		2,345,791		2,345,791		6,712		2,333,666		5,413		2,452,097		2,452,097		6,673		2,440,355		5,069
Securities held to maturity		6,461		6,483		0		5,463		1,020		1,471		1,472		0		452		1,020
Equity securities		9,098		9,098		9,098		0		0		8,914		8,914		8,914		0		0
Other securities		201,912		200,367		0		0		200,367		210,830		200,288		0		0		200,288
Loans held for sale		370,593		370,593		0		5,153		365,440		412,194		412,194		0		4,731		407,463
Loans		13,558,866		13,076,745		0		0		13,076,745
Net l oans												13,556,427		13,051,670		0		0		13,051,670
Derivative financial assets												7,074		7,074		0		44		7,030
Deposits												14,095,411		14,071,344		0		14,071,344		0
Short-term borrowings												329,966		329,966		0		329,966		0
Long-term borrowings												1,708,297		1,688,577		0		1,688,577		0
Derivative financial liabilities												4,756		4,756		0		4,756		0
December 31, 2018
Cash and cash equivalents											$	1,020,396	$	1,020,396	$	0	$	1,020,396	$	0
Securities available for sale												2,337,039		2,337,039		6,822		2,324,300		5,917
Securities held to maturity												19,999		18,655		0		15,635		3,020
Equity securities												9,734		9,734		9,734		0		0
Other securities												176,955		168,107		0		0		168,107
Loans held for sale												249,846		249,846		0		2,742		247,104
Net l oans												13,345,519		12,657,073		0		0		12,657,073
Derivative financial assets												6,504		6,504		0		2,401		4,103
Deposits												13,994,749		13,954,574		0		13,954,574		0
Short-term borrowings												351,327		351,327		0		351,327		0
Long-term borrowings												1,499,103		1,475,237		0		1,475,237		0
Derivative financial liabilities												3,002		3,002		0		3,002		0

Table of Contents

Fair Value Measurements

Carrying Amount

Fair Value

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Derivative financial assets

8,619

8,619

0

492

8,127

Deposits

14,404,085

14,372,448

0

14,372,448

0

Short-term borrowings

122,159

122,159

0

122,159

0

Long-term borrowings

1,783,567

1,762,173

0

1,762,173

0

Derivative financial liabilities

5,622

5,622

0

5,622

0

December 31, 2018

Cash and cash equivalents
$
1,020,396
$
1,020,396
$
0
$
1,020,396
$
0

Securities available for sale

2,337,039

2,337,039

6,822

2,324,300

5,917

Securities held to maturity

19,999

18,655

0

15,635

3,020

Equity securities

9,734

9,734

9,734

0

0

Other securities

176,955

168,107

0

0

168,107

Loans held for sale

249,846

249,846

0

2,742

247,104

Loans

13,422,222

12,657,073

0

0

12,657,073

Derivative financial assets

6,504

6,504

0

2,401

4,103

Deposits

13,994,749

13,954,574

0

13,954,574

0

Short-term borrowings

351,327

351,327

0

351,327

0

Long-term borrowings

1,499,103

1,475,237

0

1,475,237

0

Derivative financial liabilities

3,002

3,002

0

3,002

0

13. STOCK BASED COMPENSATION

On May 18, 2016, United’s shareholders approved the 2016 Long-Term Incentive Plan (2016 LTI Plan). The 2016 LTI Plan became effective as of May 18, 2016. An award granted under the 2016 LTI Plan may consist of any

non-qualified

stock options or incentive stock options, stock appreciation rights (SARs), restricted stock, restricted stock units, performance units or other-stock-based award. These awards all relate to the common stock of United. The maximum number of shares of United common stock which may be issued under the 2016 LTI Plan is 1,700,000. The 2016 LTI Plan will be administered by a board committee appointed by United’s Board of Directors (the Board).

Unless otherwise determined by the Board, the Compensation Committee of the Board (the Committee) shall administer the

2016

LTI Plan. Any and all shares may be issued in respect of any of the types of Awards, provided that

(1)

the aggregate number of shares that may be issued in respect of restricted stock awards, and restricted stock unit awards which are settled in shares is

500,000,

, and

(2)

the aggregate number of shares that may be issued pursuant to stock options is

~~1,200,000~~

. 1,200,000. The shares to be offered under the

2016

LTI Plan may be authorized and unissued shares or treasury shares. The maximum number of options and SARs, in the aggregate, which may be awarded to any individual key employee during any calendar year is

~~100,000~~

. 100,000. The maximum number of stock options and SARs, in the aggregate, which may be awarded to any

non-employee

director during any calendar year is

~~10,000~~

. 10,000. The maximum number of shares of restricted stock or shares subject to a restricted stock units award that may be granted during any calendar year is

50,000

shares to any individual key employee and

5,000

shares to any individual

non-employee

director. Subject to certain change in control provisions, the

2016

LTI Plan provides that awards of restricted stock and restricted stock units will vest as the Committee determines in the award agreement, provided that no awards will vest sooner than

1/3 per year

over the first three anniversaries of the award. Awards granted to executive officers of United typically will have performance based vesting conditions. A Form

S-8

was filed on July

29,

2016

with the Securities and Exchange Commission to register all the shares which were available for the

2016

LTI Plan.

~~Table of Contents~~

Compensation expense of $

~~1,198~~

$1,194 and $

~~2,311~~

$3,505 related to the nonvested awards under United’s Long-Term Incentive Plans was incurred for the ~~second~~third quarter and first ~~six~~nine months of

2019,

, respectively, as compared to the compensation expense of $

~~1,024~~

$1,024 and $

~~1,992~~

$3,016 related to the nonvested awards under United’s Long-Term Incentive Plans incurred for the ~~second~~third quarter and first ~~six~~nine months of

2018,

, respectively. Compensation expense was included in employee compensation in the unaudited Consolidated Statements of Income.

Stock Options

United currently has options outstanding from various option plans other than the 2016 LTI Plan (the Prior Plans); however, no common shares of United stock are available for grants under the Prior Plans as these plans have expired. Awards outstanding under the Prior Plans will remain in effect in accordance with their respective terms. The maximum term for options granted under the plans is ten (

)(10) years.

A summary of activity under United’s stock option plans as of ~~June~~September 30, 2019, and the changes during the first ~~six~~nine months of 2019 are presented below:


										Nine Months Ended September 30, 2019
															Weighted Average
	Six Months Ended June 30, 2019												Aggregate		Remaining
						Weighted Average							Intrinsic		Contractual		Exercise
	Shares			Aggregate Intrinsic Value		Remaining Contractual Term (Yrs.)		Exercise Price		Shares			Value		Term (Yrs.)		Price
Outstanding at January 1, 2019		1,730,389						$	32.43		1,730,389						$	32.43
Granted		240,205							38.49		240,205							38.49
Exercised		(47,960	)						21.92		(98,613	)						22.86
Forfeited or expired		(12,548	)						35.27		(116,561	)						25.20

Outstanding at June 30, 2019		1,910,086		$	9,445,566		5.7	$	33.43
Outstanding at September 30, 2019											1,755,420		$	8,251,397		5.8	$	34.27

Exercisable at June 30, 2019		1,314,149		$	9,355,396		4.3	$	30.76
Exercisable at September 30, 2019											1,165,233		$	8,074,702		4.4	$	31.71

Table of Contents

The following table summarizes the status of United’s nonvested stock option awards during the first ~~six~~nine months of 2019:


	Shares			Weighted-Average Grant Date Fair Value Per Share		Shares			Weighted-Average Grant Date Fair Value Per Share
Nonvested at January 1, 2019		575,672		$	7.86		575,672		$	7.86
Granted		240,205			7.16		240,205			7.16
Vested		(210,876	)		7.74		(210,876	)		7.74
Forfeited or expired		(9,064	)		7.65		(14,814	)		7.55

Nonvested at June 30, 2019		595,937		$	7.62
Nonvested at September 30, 2019							590,187		$	7.62

During the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, ~~47,960~~98,613 and ~~42,089~~60,161 shares, respectively, were issued in connection with stock option exercises. All shares issued in connection with stock option exercises for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 were issued from authorized and unissued stock. The total intrinsic value of options exercised under the Plans during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 was ~~$713~~$1,463 and ~~$630~~$851 respectively.

Restricted Stock

Under the 2011 LTI Plan, United may award restricted common shares to key employees and

non-employee

directors. Restricted shares granted to participants have a

four

-year time-based vesting period. Recipients of restricted shares do not pay any consideration to United for the shares, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. Presently, these nonvested participating securities have an immaterial impact on diluted earnings per share.

~~Table of Contents~~

The following summarizes the changes to United’s restricted common shares for the period ended ~~June~~September 30, 2019:

Number of
Shares

Weighted-Average
Grant Date Fair Value
Per Share

Outstanding at January 1, 2019

199,303
$
39.67

Granted

126,427

38.49

Vested

(73,535
)
39.28

Forfeited

(2,539
)
39.49

Outstanding at June 30, 2019

249,656
$
39.19


	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Outstanding at January 1, 2019		199,303		$	39.67
Granted		126,427			38.49
Vested		(73,535	)		39.28
Forfeited		(4,149	)		39.08

Outstanding at September 30, 2019		248,046		$	39.19

14. EMPLOYEE BENEFIT PLANS

United has a defined benefit retirement plan covering qualified employees. Pension benefits are based on years of service and the average of the employee’s highest five consecutive plan years of basic compensation paid during the ten plan years preceding the date of determination. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. During the first ~~half~~nine months of 2018, United made discretionary contributions of $

~~7,000~~

$7,000. NaN discretionary contributions were made during the first ~~half~~nine months of 2019.

In September of 2007, after a recommendation by United’s Pension Committee and approval by United’s Board of Directors, the United Bankshares, Inc. Pension Plan (the Plan) was amended to change the participation rules. The decision to change the participation rules for the Plan followed current industry trends, as many large and medium size companies had taken similar steps. The amendment provides that employees hired on or after October 1, 2007, will not be eligible to participate in the Plan. However, new employees will be eligible to participate in United’s Savings and Stock Investment 401(k) plan. This change had no impact on current employees hired prior to October 1, 2007 as they will continue to participate in the Plan, with no change in benefit provisions, and will continue to be eligible to participate in United’s Savings and Stock Investment 401(k) plan.

Table of Contents

Included in accumulated other comprehensive income at December 31, 2018 are unrecognized actuarial losses of $

~~55,535~~

$55,535 ($42,595

net of tax) that have not yet been recognized in net periodic pension cost. The amortization of this item expected to be recognized in net periodic pension cost during the fiscal year ended December 31, 2019 is $

~~4,744~~

$4,744 ($3,639

net of tax).

Net periodic pension cost for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 included the following components:

Three Months Ended
June 30

Six Months Ended
June 30

2019

2018

2019

2018

Service cost
$
561
$
666
$
1,116
$
1,324

Interest cost

1,459

1,308

2,901

2,603

Expected return on plan assets

(2,356
)
(2,551
)
(4,686
)
(5,073
)
Recognized net actuarial loss

1,184

1,162

2,355

2,311

Net periodic pension (benefit) cost
$
848
$
585
$
1,686
$
1,165

Weighted-Average Assumptions:

Discount rate

4.52
%
3.83
%
4.52
%
3.83
%
Expected return on assets

7.00
%
7.00
%
7.00
%
7.00
%
Rate of compensation increase (prior to age 45)
3.50 %
3.50
%
3.50
%
3.50
%
Rate of compensation increase
3.00 %
3.00
%
3.00
%
3.00
%


	Three Months Ended September 30						Nine Months Ended September 30
	2019			2018			2019			2018
Service cost	$	567		$	673		$	1,683		$	1,997
Interest cost		1,474			1,324			4,375			3,927
Expected return on plan assets		(2,382	)		(2,578	)		(7,068	)		(7,651	)
Recognized net actuarial loss		1,198			1,174			3,553			3,485

Net periodic pension (benefit) cost	$	857		$	593		$	2,543		$	1,758

Weighted-Average Assumptions:
Discount rate		4.52	%		3.83	%		4.52	%		3.83	%
Expected return on assets		7.00	%		7.00	%		7.00	%		7.00	%
Rate of compensation increase (prior to age 45)		3.50	%		3.50	%		3.50	%		3.50	%
Rate of compensation increase		3.00	%		3.00	%		3.00	%		3.00	%

15. INCOME TAXES

United records a liability for uncertain income tax positions based on a recognition threshold of

more-likely-than-not,

and a measurement attribute for all tax positions taken on a tax return, in order for those tax positions to be recognized in the financial statements.

~~Table of Contents~~

As of ~~June~~September 30, 2019 and 2018, the total amount of accrued interest related to uncertain tax positions was $

~~726~~

$641 and $

~~721~~

,$649, respectively. United accounts for interest and penalties related to uncertain tax positions as part of its provision for federal and state income taxes.

United is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, ~~2015,~~ 2016, 2017 and ~~2017~~2018 and certain State Taxing authorities for the years ended December 31, ~~2015~~2016 through ~~2017.~~2018.

United’s effective tax rate was

~~20.69~~

% 20.50% and

~~21.04~~

% 20.86% for the ~~second~~third quarter and first ~~six~~nine months of 2019 and

~~22.50~~

% 21.77% and

~~22.49~~

% 22.25% for the ~~second~~third quarter and first ~~six~~nine months of 2018.

Table of Contents

16. COMPREHENSIVE INCOME

The components of total comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 are as follows:


	Three Months Ended						Nine Months Ended
	September 30						September 30
	2019			2018			2019			2018
Net Income	$	65,965		$	64,412		$	196,814		$	192,392
Available for sale (“AFS”) securities:
AFS securities with OTTI charges during the period		(272	)		0			(347	)		0
Related income tax effect		64			0			81			0
Less: OTTI charges recognized in net income		9			0			84			0
Related income tax benefit		(3	)		0			(20	)		0
Reclassification of previous noncredit OTTI to credit OTTI		0			0			2,188			0
Related income tax benefit		(0	)		0			(510	)		0

Net unrealized (losses) gains on AFS securities with OTTI		(202	)		0			1,476			0
AFS securities – all other:
Change in net unrealized gain on AFS securities arising during the period		5,070			(9,995	)		48,014			(42,696	)
Related income tax effect		(1,181	)		2,329			(11,187	)		11,621
Net reclassification adjustment for (gains) losses included in net income		(66	)		114			152			290
Related income tax expense (benefit)		16			(27	)		(35	)		(68	)

		3,839			(7,579	)		36,944			(30,853	)

Net effect of AFS securities on other comprehensive income		3,637			(7,579	)		38,420			(30,853	)
Held to maturity (“HTM”) securities:
Accretion on the unrealized loss for securities transferred from AFS to the HTM investment portfolio prior to call or maturity		0			2			0			6
Related income tax expense		(0	)		(0	)		(0	)		(2	)

Net effect of HTM securities on other comprehensive income		0			2			0			4
Pension plan:
Recognized net actuarial loss		1,198			1,174			3,553			3,485
Related income tax benefit		(249	)		(256	)		(785	)		(782	)

Net effect of change in pension plan asset on other comprehensive income		949			918			2,768			2,703

Total change in other comprehensive income		4,586			(6,659	)		41,188			(28,146	)

Total Comprehensive Income	$	70,551		$	57,753		$	238,002		$	164,246

Three Months Ended

Six Months Ended

June 30

June 30

2019

2018

2019

2018

Net Income
$
67,207
$
66,274
$
130,849
$
127,980

Available for sale (“AFS”) securities:
AFS securities with OTTI charges during the period (75 ) 0 (75 ) 0
Related income tax effect 17 0 17 0
Less: OTTI charges recognized in net income 75 0 75 0
Related income tax benefit (17 ) 0 (17 ) 0
Reclassification of previous noncredit OTTI to credit OTTI 2,188 0 2,188 0
Related income tax benefit (510 ) 0 (510 ) 0

Net unrealized (losses) gains on AFS securities with OTTI 1,678 0 1,678 0
AFS securities – all other:
Change in net unrealized gain on AFS securities arising during the period 21,141 (10,684 ) 43,379 (32,701 )
Related income tax effect (4,925 ) 4,162 (10,107 ) 9,292
Net reclassification adjustment for (gains) losses included in net income 130 27 (218 ) 176
Related income tax expense (benefit) (30 ) (6 ) 51 (41 )

16,316 (6,501 ) 33,105 (23,274 )

Net effect of AFS securities on other comprehensive income

17,994

(6,501
)
34,783

(23,274
)
Held to maturity (“HTM”) securities:
Accretion on the unrealized loss for securities transferred from AFS to the HTM investment portfolio prior to call or maturity 0 2 0 4
Related income tax expense (0 ) (1 ) (0 ) (2 )

Net effect of HTM securities on other comprehensive income

0

1

0

2

Pension plan:
Recognized net actuarial loss 1,184 1,162 2,355 2,311
Related income tax benefit (275 ) (110 ) (536 ) (526 )

Net effect of change in pension plan asset on other comprehensive income

909

1,052

1,819

1,785

Total change in other comprehensive income

18,903

(5,448
)
36,602

(21,487
)

Total Comprehensive Income
$
86,110
$
60,826
$
167,451
$
106,493

~~Table of Contents~~

The components of accumulated other comprehensive income for the ~~six~~nine months ended ~~June~~September 30, 2019 are as follows:

Changes in Accumulated Other Comprehensive Income (AOCI) by Component

(a)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2019


	Unrealized Gains/Losses on AFS Securities			Accretion on the unrealized loss for securities transferred from AFS to the HTM			Defined Benefit Pension Items			Total			Unrealized Gains/Losses on AFS Securities			Accretion on the unrealized loss for securities transferred from AFS to the HTM			Defined Benefit Pension Items			Total
Balance at January 1, 2019	($	18,289	)	($	50	)	($	36,680	)	($	57,019	)	$	(18,289	)	$	(50	)	$	(38,680	)	$	(57,019	)
Reclass due to adopting Accounting Standard Update 2017-12		0			50			0			50			0			50			0			50
Other comprehensive income before reclassification		33,272			0			0			33,272			36,625			0			0			36,625
Amounts reclassified from accumulated other comprehensive income		1,511			0			1,819			3,330			1,795			0			2,768			4,563

Net current-period other comprehensive income, net of tax		34,783			0			1,819			36,602			38,420			0			2,768			41,188

Balance at June 30, 2019	$	16,494		$	0		($	36,861	)	($	20,367	)
Balance at September 30, 2019													$	20,131		$	0		$	(35,912	)	$	(15,781	)

(a)	All amounts are net-of-tax.

Table of Contents

Reclassifications out of Accumulated Other Comprehensive Income (AOCI)

For the ~~Six~~Nine Months ~~Ended June~~Ended September 30, 2019


Details about AOCI Components	Amount Reclassified from AOCI			Affected Line Item in the Statement Where Net Income is Presented	Amount Reclassified from AOCI			Affected Line Item in the Statement Where Net Income is Presented
Available for sale (“AFS”) securities:
Reclassification of previous noncredit OTTI to credit OTTI	$	2,188		Net investment securities (losses) gains	$	2,188		Net investment securities (losses) gains
Net reclassification adjustment for losses (gains) included in net income		(218	)	Net investment securities (losses) gains		152		Net investment securities (losses) gains

		1,970		Total before tax		2,340		Total before tax
Related income tax effect		(459	)	Tax expense		(545	)	Tax expense

		1,511		Net of tax		1,795		Net of tax
Pension plan:
Recognized net actuarial loss		2,355	(a)			3,553	(a)

		2,355		Total before tax		3,553		Total before tax
Related income tax effect		(536	)	Tax expense		(785	)	Tax expense

		1,819		Net of tax		2,768		Net of tax

Total reclassifications for the period	$	3,330			$	4,563

(a)	This AOCI component is included in the net periodic pension cost (see Note 14, Employee Benefit Plans)

~~Table of Contents~~

17. EARNINGS PER SHARE

The reconciliation of the numerator and denominator of basic earnings per share with that of diluted earnings per share is presented as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended
	June 30				June 30				September 30				September 30
	2019		2018		2019		2018		2019		2018		2019		2018
Distributed earnings allocated to common stock	$	34,604	$	35,516	$	69,276	$	71,195	$	34,434	$	35,234	$	103,711	$	106,429
Undistributed earnings allocated to common stock		32,446		30,637		61,276		56,557		31,378		29,060		92,654		85,617

Net earnings allocated to common shareholders	$	67,050	$	66,153	$	130,552	$	127,752	$	65,812	$	64,294	$	196,365	$	192,046

Average common shares outstanding		101,773,643		104,682,910		101,833,880		104,770,681		101,432,243		103,617,590		101,698,530		104,382,094
Equivalents from stock options		274,202		269,878		265,929		287,333		279,497		316,369		268,605		297,782

Average diluted shares outstanding		102,047,845		104,952,788		102,099,809		105,058,014		101,711,740		103,933,959		101,967,135		104,679,876

Earnings per basic common share	$	0.66	$	0.63	$	1.28	$	1.22	$	0.65	$	0.62	$	1.93	$	1.84
Earnings per diluted common share	$	0.66	$	0.63	$	1.28	$	1.22	$	0.65	$	0.62	$	1.93	$	1.83

18. VARIABLE INTEREST ENTITIES

Variable interest entities (VIEs) are entities that either have a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions, through voting rights, right to receive the expected residual returns of the entity, and obligation to absorb the expected losses of the entity). VIEs can be structured as corporations, trusts, partnerships, or other legal entities. United’s business practices include relationships with certain VIEs. For United, the business purpose of these relationships primarily consists of funding activities in the form of issuing trust preferred securities.

Table of Contents

United currently sponsors

~~fourteen~~

14 statutory business trusts that were created for the purpose of raising funds that originally qualified for Tier I regulatory capital. As previously discussed, these trusts now are considered Tier II regulatory capital. These trusts, of which several were acquired through bank acquisitions, issued or participated in pools of trust preferred capital securities to third-party investors with the proceeds invested in junior subordinated debt securities of United. The Company, through a small capital contribution, owns

~~100~~

% 100% of the voting equity shares of each trust. The assets, liabilities, operations, and cash flows of each trust are solely related to the issuance, administration, and repayment of the preferred equity securities held by third-party investors. United fully and unconditionally guarantees the obligations of each trust and is obligated to redeem the junior subordinated debentures upon maturity.

United does not consolidate these trusts as it is not the primary beneficiary of these entities because United’s wholly owned and indirect wholly owned statutory trust subsidiaries do not have a controlling financial interest in the VIEs. A controlling financial interest is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE.

~~Table of Contents~~

Information related to United’s statutory trusts is presented in the table below:

Description

Issuance Date

Amount of
Capital
Securities Issued

Interest Rate

Maturity Date

United Statutory Trust III

December 17, 2003
$
20,000

3-month LIBOR + 2.85%

December 17, 2033

United Statutory Trust IV

December 19, 2003
$
25,000

3-month LIBOR + 2.85%

January 23, 2034

United Statutory Trust V

July 12, 2007
$
50,000

3-month LIBOR + 1.55%

October 1, 2037

United Statutory Trust VI

September 20, 2007
$
30,000

3-month LIBOR + 1.30%

December 15, 2037

Premier Statutory Trust II

September 25, 2003
$
6,000

3-month LIBOR + 3.10%

October 8, 2033

Premier Statutory Trust III

May 16, 2005
$
8,000

3-month LIBOR + 1.74%

June 15, 2035

Premier Statutory Trust IV

June 20, 2006
$
14,000

3-month LIBOR + 1.55%

September 23, 2036

Premier Statutory Trust V

December 14, 2006
$
10,000

3-month LIBOR + 1.61%

March 1, 2037

Centra Statutory Trust I

September 20, 2004
$
10,000

3-month LIBOR + 2.29%

September 20, 2034

Centra Statutory Trust II

June 15, 2006
$
10,000

3-month LIBOR + 1.65%

July 7, 2036

Virginia Commerce Trust II

December 19, 2002
$
15,000

6-month LIBOR + 3.30%

December 19, 2032

Virginia Commerce Trust III

December 20, 2005
$
25,000

3-month LIBOR + 1.42%

February 23, 2036

Cardinal Statutory Trust I

July 27, 2004
$
20,000

3-month LIBOR + 2.40%

September 15, 2034

UFBC Capital Trust I

December 30, 2004
$
5,000

3-month LIBOR + 2.10%

March 15, 2035


Description	Issuance Date	Amount of Capital Securities Issued		Interest Rate	Maturity Date
United Statutory Trust III	December 17, 2003	$	20,000	3-month LIBOR + 2.85%	December 17, 2033
United Statutory Trust IV	December 19, 2003	$	25,000	3-month LIBOR + 2.85%	January 23, 2034
United Statutory Trust V	July 12, 2007	$	50,000	3-month LIBOR + 1.55%	October 1, 2037
United Statutory Trust VI	September 20, 2007	$	30,000	3-month LIBOR + 1.30%	December 15, 2037
Premier Statutory Trust II	September 25, 2003	$	6,000	3-month LIBOR + 3.10%	October 8, 2033
Premier Statutory Trust III	May 16, 2005	$	8,000	3-month LIBOR + 1.74%	June 15, 2035
Premier Statutory Trust IV	June 20, 2006	$	14,000	3-month LIBOR + 1.55%	September 23, 2036
Premier Statutory Trust V	December 14, 2006	$	10,000	3-month LIBOR + 1.61%	March 1, 2037
Centra Statutory Trust I	September 20, 2004	$	10,000	3-month LIBOR + 2.29%	September 20, 2034
Centra Statutory Trust II	June 15, 2006	$	10,000	3-month LIBOR + 1.65%	July 7, 2036
Virginia Commerce Trust II	December 19, 2002	$	15,000	6-month LIBOR + 3.30%	December 19, 2032
Virginia Commerce Trust III	December 20, 2005	$	25,000	3-month LIBOR + 1.42%	February 23, 2036
Cardinal Statutory Trust I	July 27, 2004	$	20,000	3-month LIBOR + 2.40%	September 15, 2034
UFBC Capital Trust I	December 30, 2004	$	5,000	3-month LIBOR + 2.10%	March 15, 2035

United, through its banking subsidiary, also makes limited partner equity investments in various low income housing and community development partnerships sponsored by independent third-parties. United invests in these partnerships to either realize tax credits on its consolidated federal income tax return or for purposes of earning a return on its investment. These partnerships are considered VIEs as the limited partners lack a controlling financial interest in the entities through their inability to make decisions that have a significant effect on the operations and success of the partnerships. United’s limited partner interests in these entities is immaterial, however; these partnerships are not consolidated as United is not deemed to be the primary beneficiary.

The following table summarizes quantitative information about United’s significant involvement in unconsolidated VIEs:

As of June 30, 2019

As of December 31, 2018

Aggregate
Assets

Aggregate
Liabilities

Risk Of
Loss
(1)

Aggregate
Assets

Aggregate
Liabilities

Risk Of
Loss
(1)

Trust preferred securities
$
257,888
$
248,746
$
9,142
$
257,754
$
248,741
$
9,013


	As of September 30, 2019						As of December 31, 2018
	Aggregate Assets		Aggregate Liabilities		Risk Of Loss (1)		Aggregate Assets		Aggregate Liabilities		Risk Of Loss (1)
Trust preferred securities	$	258,123	$	248,918	$	9,205	$	257,754	$	248,741	$	9,013

(1)	Represents investment in VIEs.

Table of Contents

19. SEGMENT INFORMATION

United operates in ~~two~~2 business segments: community banking and mortgage banking. Through its community banking segment, United offers a full range of products and services through various delivery channels. In particular, the community banking segment includes both commercial and consumer lending and provides customers with such products as commercial loans, real estate loans, business financing and consumer loans. In addition, this segment provides customers with several choices of deposit products including demand deposit accounts, savings accounts and certificates of deposit as well as investment and financial advisory services to businesses and individuals, including financial planning, retirement/estate planning, and investment management. The mortgage banking segment engages primarily in the origination and acquisition of residential mortgages for sale into the secondary market though George Mason.

The community banking segment provides the mortgage banking segment (George Mason) with short-term funds to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on the

30-day

LIBOR rate. These transactions are eliminated in the consolidation process.

~~Table of Contents~~

The Company does not have any operating segments other than those reported. The “Other” category consists of financial information not directly attributable to a specific segment, including interest income from investments and net securities gains or losses of parent companies and their

non-banking

subsidiaries, interest expense related to subordinated notes of unconsolidated subsidiaries as well as the elimination of

non-segment

related intercompany transactions such as management fees. The “Other” represents an overhead function rather than an operating segment.

Information about the reportable segments and reconciliation of this information to the consolidated financial statements at and for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 is as follows:


	At and For the Three Months Ended June 30, 2019												At and For the Three Months Ended September 30, 2019
	Community Banking		Mortgage Banking		Other			Intersegment Eliminations			Consolidated		Community Banking		Mortgage Banking			Other			Intersegment Eliminations			Consolidated
Net interest income	$	152,517	$	111	$	(3,209	)	$	1,134		$	150,553	$	143,615	$	203		$	(3,052	)	$	1,152		$	141,918
Provision for loans losses		5,417		0		0			0			5,417		5,033		0			0			0			5,033
Other income		18,398		23,501		53			(2,157	)		39,795		18,696		24,331			87			(890	)		42,224
Other expense		82,304		18,771		143			(1,023	)		100,195		77,312		20,256			(1,696	)		262			96,134
Income taxes		17,207		1,004		(682	)		0			17,529		16,393		877			(260	)		0			17,010

Net income (loss)	$	65,987	$	3,837	$	(2,617	)	$	0		$	67,207	$	63,573	$	3,401		$	(1,009	)	$	0		$	65,965

Total assets (liabilities)	$	19,735,901	$	442,188	$	16,729		$	(312,279	)	$	19,882,539	$	19,593,009	$	491,832		$	17,120		$	(350,500	)	$	19,751,461
Average assets (liabilities)		19,447,629		326,525		5,387			(263,687	)		19,515,854		19,579,180		398,880			16,925			(328,377	)		19,666,608

	At and For the Three Months Ended June 30, 2018												At and For the Three Months Ended September 30, 2018
	Community Banking		Mortgage Banking		Other			Intersegment Eliminations			Consolidated		Community Banking		Mortgage Banking			Other			Intersegment Eliminations			Consolidated
Net interest income	$	149,448	$	264	$	(3,032	)	$	2,442		$	149,122	$	149,770	$	388		$	(3,168	)	$	1,785		$	148,775
Provision for loans losses		6,204		0		0			0			6,204		4,808		0			0			0			4,808
Other income		17,465		23,468		68			(4,994	)		36,007		18,717		16,478			58			(3,567	)		31,686
Other expense		76,495		21,225		(1,758	)		(2,552	)		93,410		75,255		17,957			1,885			(1,782	)		93,315
Income taxes		18,948		564		(271	)		0			19,241		19,296		(246	)		(1,124	)		0			17,926

Net income (loss)	$	65,266	$	1,943	$	(935	)	$	0		$	66,274	$	69,128	$	(845	)	$	(3,871	)	$	0		$	64,412

Total assets (liabilities)	$	19,112,133	$	388,292	$	10,895		$	(303,717	)	$	19,207,603	$	19,080,734	$	288,638		$	12,545		$	(194,274	)	$	19,187,643
Average assets (liabilities)		18,658,168		335,781		6,776			(288,341	)		18,712,384		18,982,530		303,556			5,468			(243,867	)		19,047,689

At and For the Six Months Ended June 30, 2019

Community
Banking

Mortgage
Banking

Other

Intersegment
Eliminations

Consolidated

Net interest income
$
298,407
$
166
$
(6,532
) $
2,680
$
294,721

Provision for loans losses

10,413

0

0

0

10,413

Other income

36,050

39,607

255

(4,894
)
71,018

Other expense

158,298

33,613

(77
)
(2,214
)
189,620

Income taxes

34,873

1,286

(1,302
)
0

34,857

Net income (loss)
$
130,873
$
4,874
$
(4,898
) $
0
$
130,849

Total assets (liabilities)
$ 19,735,901 $

442,188 $

16,729 $ (312,279 ) $ 19,882,539
Average assets (liabilities)

19,324,956

296,008

1,824

(239,281
)
19,383,507

~~Table of Contents~~

At and For the Six Months Ended June 30, 2018

Community
Banking

Mortgage
Banking

Other

Intersegment
Eliminations

Consolidated

Net interest income
$
295,070
$
640
$
(5,626
) $
3,081
$
293,165

Provision for loans losses

11,382

0

0

0

11,382

Other income

35,235

38,351

(754
)
(5,633
)
67,199

Other expense

148,986

39,609

(2,181
)
(2,552
)
183,862

Income taxes

38,224

(139
)
(945
)
0

37,140

Net income (loss)
$
131,713
$
(479
) $
(3,254
) $
0
$
127,980

Total assets (liabilities)
$
19,112,133
$

388,292
$

10,895
$
(303,717
) $
19,207,603

Average assets (liabilities)

18,583,975

274,211

9,231

(238,796
)
18,628,621

Table of Contents


	At and For the Nine Months Ended September 30, 2019
	Community Banking		Mortgage Banking			Other			Intersegment Eliminations			Consolidated
Net interest income	$	442,022	$	369		$	(9,584	)	$	3,832		$	436,639
Provision for loans losses		15,446		0			0			0			15,446
Other income		54,746		63,938			342			(5,784	)		113,242
Other expense		235,610		53,869			(1,773	)		(1,952	)		285,754
Income taxes		51,266		2,163			(1,562	)		0			51,867

Net income (loss)	$	194,446	$	8,275		$	(5,907	)	$	0		$	196,814
Total assets (liabilities)	$	19,593,009	$	491,832		$	17,120		$	(350,500	)	$	19,751,461
Average assets (liabilities)		19,410,636		330,668			6,926			(269,306	)		19,478,924

	At and For the Nine Months Ended September 30, 2018
	Community Banking		Mortgage Banking			Other			Intersegment Eliminations			Consolidated
Net interest income	$	444,840	$	1,028		$	(8,794	)	$	4,866		$	441,940
Provision for loans losses		16,190		0			0			0			16,190
Other income		53,952		54,829			(696	)		(9,200	)		98,885
Other expense		224,240		57,566			(295	)		(4,334	)		277,177
Income taxes		57,519		(385	)		(2,068	)		0			55,066

Net income (loss)	$	200,843	$	(1,324	)	$	(7,127	)	$	0		$	192,392
Total assets (liabilities)	$	19,080,734	$	288,638		$	12,545		$	(194,274	)	$	19,187,643
Average assets (liabilities)		18,718,295		284,100			8,043			(240,505	)		18,769,934

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Congress passed the Private Securities Litigation Act of 1995 to encourage corporations to provide investors with information about the company’s anticipated future financial performance, goals, and strategies. The act provides a safe harbor for such disclosure, in other words, protection from unwarranted litigation if actual results are not the same as management expectations.

United desires to provide its shareholders with sound information about past performance and future trends. Consequently, any forward-looking statements contained in this report, in a report incorporated by reference to this report, or made by management of United in this report, in any other reports and filings, in press releases and in oral statements, involve numerous assumptions, risks and uncertainties. Actual results could differ materially from those contained in or implied by United’s statements for a variety of factors including, but not limited to: changes in economic conditions; business conditions in the banking industry; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature and extent of governmental actions and reforms; and rapidly changing technology and evolving banking industry standards.

INTRODUCTION

The following discussion and analysis presents the significant changes in financial condition and the results of operations of United and its subsidiaries for the periods indicated below. This discussion and the unaudited consolidated financial statements and the notes to unaudited Consolidated Financial Statements include the accounts of United Bankshares, Inc. and its wholly-owned subsidiaries, unless otherwise indicated. Management has evaluated all significant events and transactions that occurred after ~~June~~September 30, 2019, but prior to the date these financial statements were issued, for potential recognition or disclosure required in these financial statements.

Table of Contents

This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and accompanying notes thereto, which are included elsewhere in this document.

RECENT DEVELOPMENTS

United adopted the new accounting standard for leases effective January 1, 2019. Therefore, beginning in fiscal year 2019, our financial results reflect the adoption of this standard. This new standard impacted our Consolidated Balance Sheet as of ~~June~~September 30, 2019 by increasing total assets by ~~$63.11~~$60.32 million and total liabilities by ~~$66.82~~$63.99 million. Prior periods were not restated. See Note 1, Summary of Significant Accounting Policies of the unaudited Notes to Consolidated Financial Statements for a further discussion.

~~Table of Contents~~

USE OF

NON-GAAP

FINANCIAL MEASURES

This discussion and analysis contains a certain financial ~~measure~~measures that isare not recognized under GAAP. Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each

“non-GAAP”

financial measure, certain additional information, including a reconciliation of the

non-GAAP

financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the

non-GAAP

financial measure.

Generally, United has presented ~~this~~a

non-GAAP

financial measure because it believes that this measure provides meaningful additional information to assist in the evaluation of United’s results of operations or financial position. Presentation of ~~this~~a

non-GAAP

financial measure is consistent with how United’s management evaluates its performance internally and this

non-GAAP

financial measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the banking industry. Specifically, this discussion contains certain references to financial measures identified as

tax-equivalent

(FTE) net interest income and return on average tangible equity. Management believes these

non-GAAP

financial measures to be helpful in understanding United’s results of operations or financial position.

Net interest income is presented in this discussion on a

tax-equivalent

basis. The

tax-equivalent

basis adjusts for the

tax-favored

status of income from certain loans and investments. Although this is a

non-GAAP

measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and

tax-exempt

sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.

Average tangible equity is calculated as GAAP total shareholders’ equity minus total intangible assets. Tangible equity can thus be considered the most conservative valuation of the company. When considering net income, a return on average tangible equity can be calculated. Management provides a return on average equity to facilitate the understanding of as well as to assess the quality and composition of United’s capital structure. By removing the effect of intangible assets that result from merger and acquisition activity, the “permanent” items of shareholders’ equity are presented. This measure, along with others, is used by management to analyze capital adequacy and performance.

However, this

non-GAAP

information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP. Where the

non-GAAP

financial measure is used, the comparable GAAP financial measure, as well as reconciliation to that comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the

non-GAAP

financial measure, can be found within this discussion and analysis. Investors should recognize that United’s presentation of this

non-GAAP

financial measure might not be comparable to a similarly titled measure at other companies.

Table of Contents

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of United conform with U.S. generally accepted accounting principles. In preparing the consolidated financial statements, management is required to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments, which are reviewed with the Audit Committee of the Board of Directors, are based on information available as of the date of the financial statements. Actual results could materially differ from those estimates. United’s critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of ~~June~~September 30, 2019 were unchanged from the policies disclosed in United’s Annual Report on Form

10-K

for the year ended December 31, 2018 within the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~Table of Contents~~

FINANCIAL CONDITION

United’s total assets as of ~~June~~September 30, 2019 were ~~$19.88~~$19.75 billion, which was an increase of ~~$632.04~~$500.96 million or ~~3.28%~~2.60% from December 31, 2018. The increase was mainly due to an increase of ~~$233.18~~$211.21 million or ~~22.85%~~1.57% in ~~cash and cash equivalents,~~portfolio loans, an increase of ~~$213.04~~$162.35 million or ~~1.59%~~64.98% in ~~portfolio~~ loans held for sale, and an increase of ~~$120.75~~$129.59 million or ~~48.33%~~5.09% in ~~loans held for sale. Investment securities increased $19.54 million or less than 1%.~~investment securities. In addition, United adopted the new accounting standard for leases effective January 1, 2019, as previously mentioned, resulting in a ~~$63.11~~$60.32 million operating lease

right-of-use

asset as of ~~June~~September 30, 2019. Partially offsetting these increases in total assets was a ~~$17.52~~$44.24 million or ~~3.83%~~4.34% decrease in cash and cash equivalents and a $14.44 million or 3.16% decrease in other assets. Total liabilities increased ~~$549.81~~$398.25 million or ~~3.44%~~2.49% from

year-end

2018. Deposits increased ~~$409.34~~$100.66 million or ~~2.92%~~less than 1%. Borrowings increased ~~$55.30~~$187.83 million or ~~2.99%~~10.15% while accrued expenses and other liabilities increased ~~$17.99~~$45.38 million or ~~11.81%~~29.79%. As a result of the adoption of the leases accounting standard, United also recorded a ~~$66.82~~$63.99 million operating lease liability as of ~~June~~September 30, 2019. Shareholders’ equity increased ~~$82.23~~$102.72 million or ~~2.53%~~3.16%.

The following discussion explains in more detail the changes in financial condition by major category.

Cash and Cash Equivalents

Cash and cash equivalents at ~~June~~September 30, 2019 ~~increased $233.18~~decreased $44.24 million or ~~22.85%~~4.34% from

year-end

2018. ~~Of this total increase, cash and due from banks increased $10.29 million or 5.47% while~~In particular, interest-bearing deposits with other banks ~~increased $222.88~~decreased $84.38 million or ~~26.80%~~10.14% as United placed ~~excess~~less cash in an interest-bearing account with the Federal Reserve. Partially offsetting this decrease in interest-bearing deposits is a $40.12 million or 21.35% increase in cash and due from banks. Federal funds sold increased ~~$10~~$14 thousand or ~~1.25%~~1.74%. During the first ~~six~~nine months of 2019, net cash of ~~$31.79~~$90.96 million and ~~$378.75~~$151.65 million were provided by operating and financing activities, respectively, while net cash of ~~$177.36~~$286.85 million was used in investing activities. See the unaudited Consolidated Statements of Cash Flows for data on cash and cash equivalents provided and used in operating, investing and financing activities for the first ~~six~~nine months of 2019 and 2018.

Securities

Total investment securities at ~~June~~September 30, 2019 ~~were flat, increasing $19.54~~increased $129.59 million or ~~less than 1%~~5.09% from

year-end

2018. Securities available for sale ~~were flat, increasing $8.75~~increased $115.06 million or ~~less than 1%~~4.92%. This ~~slight~~ change in securities available for sale reflects ~~$384.98~~$573.83 million in sales, maturities and calls of securities, ~~$338.98~~$630.16 million in purchases, and an increase of ~~$43.16~~$48.17 million in market value. The majority of the purchase activity was related to corporate securities which were ~~all~~almost exclusively issued by investment grade rated, single-name issuers, and have maturity dates of less than five years. Securities held to maturity declined ~~$13.54~~$18.53 million or ~~67.69%~~92.64% from

year-end

2018 due mainly to the transfer of $11.54 million of investment securities to available for sale securities upon the adoption of ASU No.

2017-12.

Equity securities were ~~$9.10~~$8.91 million at ~~June~~September 30, 2019, a decrease of ~~$636~~$820 thousand or ~~6.53%~~8.42% due mainly to net sales. Other investment securities increased ~~$24.96~~$33.88 million or ~~14.10%~~19.14% from

year-end

2018 due mainly to purchases of an equity security without a readily determinable fair value, investment tax credits, and FHLB stock.

Table of Contents

The following table summarizes the changes in the available for sale securities since

year-end

2018:

June 30

December 31

(Dollars
in
thousands)

2019

2018

$ Change

% Change

U.S. Treasury securities and obligations of U.S. Government corporations and agencies
$
74,484
$
85,890
$
(11,406
)
(13.28
%)
State and political subdivisions

181,259

208,988

(27,729
)
(13.27
%)
Mortgage-backed securities

1,456,266

1,594,509

(138,243
)
(8.67
%)
Asset-backed securities

268,854

271,970

(3,116
)
(1.15
%)
Trust preferred collateralized debt obligations

5,413

5,917

(504
)
(8.52
%)
Single issue trust preferred securities

16,844

8,362

8,482

101.44
%
Corporate securities

342,671

161,403

181,268

112.31
%

Total available for sale securities, at fair value
$
2,345,791
$
2,337,039
$
8,752

0.37
%

The following table summarizes the changes in the held to maturity securities since
year-end
2018:

June 30

December 31

(Dollars in thousands)

2019

2018

$ Change

% Change

U.S. Treasury securities and obligations of U.S. Government corporations and agencies
$
5,015
$
5,074
$
(59
)
(1.16
%)
State and political subdivisions

1,426

5,473

(4,047
)
(73.94
%)
Mortgage-backed securities

0

20

(20
)
(100.00
%)
Single issue trust preferred securities

0

9,412

(9,412
)
(100.00
%)
Other corporate securities

20

20

0

0.00
%

Total held to maturity securities, at amortized cost
$
6,461
$
19,999
$
(13,538
)
(67.69
%)


	September 30		December 31
(Dollars in thousands)	2019		2018		$ Change			% Change
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	64,034	$	85,890	$	(21,856	)		(25.45	%)
State and political subdivisions		238,515		208,988		29,527			14.13	%
Mortgage-backed securities		1,492,928		1,594,509		(101,581	)		(6.37	%)
Asset-backed securities		279,707		271,970		7,737			2.84	%
Trust preferred collateralized debt obligations		5,069		5,917		(848	)		(14.33	%)
Single issue trust preferred securities		16,544		8,362		8,182			97.85	%
Corporate securities		355,300		161,403		193,897			120.13	%

Total available for sale securities, at fair value	$	2,452,097	$	2,337,039	$	115,058			4.92	%


The following table summarizes the changes in the held to maturity securities since year-end 2018:

	September 30		December 31
(Dollars in thousands)	2019		2018		$ Change			% Change
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	25	$	5,074	$	(5,049	)		(99.51	%)
State and political subdivisions		1,426		5,473		(4,047	)		(73.94	%)
Mortgage-backed securities		0		20		(20	)		(100.00	%)
Single issue trust preferred securities		0		9,412		(9,412	)		(100.00	%)
Other corporate securities		20		20		0			0.00	%

Total held to maturity securities, at amortized cost	$	1,471	$	19,999	$	(18,528	)		(92.64	%)

At ~~June~~September 30, 2019, gross unrealized losses on available for sale securities were ~~$8.31~~$10.29 million. Securities with the most significant gross unrealized losses at ~~June~~September 30, 2019 consisted primarily of asset-backed securities, agency ~~residential~~commercial mortgage-backed securities, ~~and~~ single issue trust preferred ~~securities.~~securities, and trust preferred collateralized debt obligations. The asset-backed securities are backed by ~~FFELP~~Federal Family Education Loan Program (FFELP) student loan collateral which includes a minimum of a 97% government repayment guaranty, as well as additional credit support and subordination in excess of the government guaranteed portion. The agency ~~residential~~commercial mortgage-backed securities relate to ~~residential~~commercial properties and provide a guaranty of full and timely payments of principal and interest by the issuing agency. The single issue trust preferred securities and the trust preferred collateralized debt obligations relate mainly to securities of financial institutions.

As of ~~June~~September 30, 2019, United’s mortgage-backed securities had an amortized cost of ~~$1.44~~$1.47 billion, with an estimated fair value of ~~$1.46~~$1.49 billion. The portfolio consisted primarily of ~~$866.60~~$853.52 million in agency residential mortgage-backed securities with a fair value of ~~$877.57~~$867.28 million, ~~$3.60~~$3.53 million in

non-agency

residential mortgage-backed securities with an estimated fair value of ~~$3.98~~$4.00 million, and ~~$566.37~~$611.04 million in commercial agency mortgage-backed securities with an estimated fair value of ~~$574.72~~$621.65 million.

As of ~~June~~September 30, 2019, United’s corporate securities had an amortized cost of ~~$635.54~~$659.78 million, with an estimated fair value of ~~$633.80~~$656.64 million. The portfolio consisted of ~~$6.14~~$6.13 million in Trup Cdos with a fair value of ~~$5.41~~$5.07 million and ~~$18.18~~$18.19 million in single issue trust preferred securities with an estimated fair value of ~~$16.84~~$16.54 million. In addition to the trust preferred securities, the Company held positions in various other corporate securities, including asset-backed securities with an amortized cost of ~~$272.42~~$284.59 million and a fair value of ~~$268.85~~$279.71 million and other corporate securities, with an amortized cost of ~~$338.80~~$350.87 million and a fair value of ~~$342.69~~$355.32 million.

Table of Contents

The Trup Cdos consisted of pools of trust preferred securities issued by trusts related to financial institutions. ~~United’s Trup Cdos had a fair value of $5.41 million as of June 30, 2019.~~ As of ~~June~~September 30, 2019, all of the Trup Cdos were rated

~~Table of Contents~~

below investment grade. United’s single issue trust preferred securities had a fair value of ~~$16.84~~$16.54 million as of ~~June~~September 30, 2019. Of the ~~$16.84~~$16.54 million, ~~$3.92~~$3.95 million or ~~23.28%~~23.91% were investment grade; ~~$5.40~~$5.48 million or ~~32.07%~~33.10% were split rated; ~~$2.28~~$2.31 million or ~~13.54%~~13.98% were below investment grade; and ~~$5.24~~$4.80 million or ~~31.11%~~29.01% were unrated. The two largest exposures accounted for ~~71.97%~~71.25% of the ~~$16.84~~$16.54 million. These included SunTrust Bank at ~~$6.88~~$6.99 million and Emigrant Bank at ~~$5.24~~$4.80 million. All single-issue trust preferred securities are currently receiving full scheduled principal and interest payments.

The following is a summary of available for sale single-issue trust preferred securities as of ~~June~~September 30, 2019:


Security	Moodys		S&P		Fitch		Amortized Cost		Fair Value		Unrealized Loss/ (Gain)			Moodys		S&P		Fitch		Amortized Cost		Fair Value		Unrealized Loss/ (Gain)
							(Dollars in thousands)													(Dollars in thousands)
Emigrant Bank		NR		NR		WD	$	5,729	$	5,240	$	489			NR		NR		WD	$	5,732	$	4,800	$	932
SunTrust Bank		Baa2		NR		BB+		4,958		4,600		358			Baa2		NR		BB+		4,959		4,675		284
M&T Bank		NR		BBB-		BBB-		3,036		3,211		(175	)		NR		BBB-		BBB-		3,040		3,212		(172	)
SunTrust Bank		NR		BB+		BB+		2,480		2,282		198			NR		BB+		BB+		2,480		2,313		167
HSBC		Baa2		BBB+		NR		1,000		710		290			Baa2		BBB+		NR		1,000		743		257
Royal Bank of Scotland		Baa3		BB+		BBB		977		801		176			Baa3		BB+		BBB		977		801		176

							$	18,180	$	16,844	$	1,336								$	18,188	$	16,544	$	1,644

During the ~~second~~third quarter of 2019, United recognized other-than-temporary impairment totaling ~~$75~~$9 thousand on ~~two~~one investment ~~securities.~~security. With the exception of ~~these two securities,~~this security, management does not believe that any other individual security with an unrealized loss as of ~~June~~September 30, 2019 is other-than-temporarily impaired. United believes the decline in value resulted from changes in market interest rates, credit spreads and liquidity, not an adverse change in the expected contractual cash flows. Based on a review of each of the securities in the investment portfolio, management concluded that it was not probable that it would be unable to realize the cost basis investment and appropriate interest payments on such securities. United has the intent and the ability to hold these securities until such time as the value recovers or the securities mature. However, United acknowledges that any impaired securities may be sold in future periods in response to significant, unanticipated changes in asset/liability management decisions, unanticipated future market movements or business plan changes.

Further information regarding the amortized cost and estimated fair value of investment securities, including remaining maturities as well as a more detailed discussion of management’s other-than-temporary impairment analysis, is presented in Note 2 to the unaudited Notes to Consolidated Financial Statements.

Loans held for sale

Loans held for sale increased ~~$120.75~~$162.35 million or ~~48.33%~~64.98%. Loan originations in the secondary market exceeded sales during the first ~~half~~nine months of 2019. Loan originations for the first ~~half~~nine months of 2019 were ~~$1.06~~$1.92 billion while loans sales were ~~$934.88 million.~~$1.76 billion. Loans held for sale were ~~$370.59~~$412.19 million at ~~June~~September 30, 2019 as compared to $249.85 million at

year-end

2018.

Portfolio Loans

Loans, net of unearned income, increased ~~$213.04~~$211.21 million or ~~1.59%~~1.57%. Since

year-end

2018, commercial, financial and agricultural loans ~~decreased $97.07~~increased $18.15 million or ~~1.29%~~less than 1% as commercial loans (not secured by real ~~estate loans decreased $161.39~~estate) increased $150.22 million or ~~2.88%~~7.67% which was partially offset by a ~~$64.31~~$132.08 million or ~~3.29% increase~~2.36% decrease in commercial ~~loans (not secured by~~ real ~~estate).~~estate loans. In addition, residential real estate loans increased ~~$172.61~~$143.18 million or ~~4.93%,~~4.09% due mainly to an increase in first lien mortgage loans, and consumer loans increased ~~$81.28~~$155.97 million or ~~8.43% and~~16.17% due to an increase in indirect automobile financing. Partially offsetting these increases in portfolio loans is a $109.59 million or 7.77% decrease in construction and land development loans ~~increased $53.60 million or 3.80%.~~

mainly due to a decline in commercial construction loans.

Table of Contents

The following table summarizes the changes in the major loan classes since

year-end

2018:


	June 30			December 31									September 30			December 31
(Dollars in thousands)	2019			2018			$ Change			% Change			2019			2018			$ Change			% Change
Loans held for sale	$	370,593		$	249,846		$	120,747			48.33	%	$	412,194		$	249,846		$	162,348			64.98	%

Commercial, financial, and agricultural:
Owner-occupied commercial real estate	$	1,239,954		$	1,291,790		$	(51,836	)		(4.01	%)	$	1,221,647		$	1,291,790		$	(70,143	)		(5.43	%)
Nonowner-occupied commercial real estate		4,194,064			4,303,613			(109,549	)		(2.55	%)		4,241,682			4,303,613			(61,931	)		(1.44	%)
Other commercial loans		2,021,953			1,957,641			64,312			3.29	%		2,107,865			1,957,641		��	150,224			7.67	%

Total commercial, financial, and agricultural	$	7,455,971		$	7,553,044		$	(97,073	)		(1.29	%)	$	7,571,194		$	7,553,044		$	18,150			0.24	%
Residential real estate		3,674,005			3,501,393			172,612			4.93	%		3,644,568			3,501,393			143,175			4.09	%
Construction & land development		1,464,064			1,410,468			53,596			3.80	%		1,300,881			1,410,468			(109,587	)		(7.77	%)
Consumer:
Bankcard		9,380			10,203			(823	)		(8.07	%)		9,532			10,203			(671	)		(6.58	%)
Other consumer		1,036,526			954,424			82,102			8.60	%		1,111,063			954,424			156,639			16.41	%

Total gross loans	$	13,639,946		$	13,429,532		$	210,414			1.57	%	$	13,637,238		$	13,429,532		$	207,706			1.55	%
Less: Unearned income		(4,680	)		(7,310	)		2,630			(35.98	%)		(3,811	)		(7,310	)		3,499			(47.87	%)

Total Loans, net of unearned income	$	13,635,266		$	13,422,222		$	213,044			1.59	%	$	13,633,427		$	13,422,222		$	211,205			1.57	%

The following table summarizes the outstanding balances of portfolio loans originated and acquired, by type, as of ~~June~~September 30, 2019 and December 31, 2018:


	June 30, 2019										September 30, 2019
(In thousands)	Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total		Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total
(In thousands)	Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total		Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total		Commercial, financial and agricultural	Residential real estate	Construction & land development	Consumer	Total
Originated	$	5,101,650	$	2,944,711	$	1,273,243	$	1,041,262	$	10,360,866	$	5,306,132	$	2,952,405	$	1,154,930	$	1,116,488	$	10,529,955	Commercial, financial and agricultural	Residential real estate	Construction & land development	Consumer	Total
Acquired		2,354,321		729,294		190,821		4,644		3,279,080		2,265,062		692,163		145,951		4,107		3,107,283

Total gross loans	$	7,455,971	$	3,674,005	$	1,464,064	$	1,045,906	$	13,639,946	$	7,571,194	$	3,644,568	$	1,300,881	$	1,120,595	$	13,637,238


	December 31, 2018										December 31, 2018
(In thousands)	Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total		Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total
(In thousands)	Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total		Commercial, financial and agricultural		Residential real estate		Construction & land development		Consumer		Total		Commercial, financial and agricultural	Residential real estate	Construction & land development	Consumer	Total
Originated	$	4,887,688	$	2,686,817	$	1,179,676	$	959,392	$	9,713,573	$	4,887,688	$	2,686,817	$	1,179,676	$	959,392	$	9,713,573	Commercial, financial and agricultural	Residential real estate	Construction & land development	Consumer	Total
Acquired		2,665,356		814,576		230,792		5,235		3,715,959		2,665,356		814,576		230,792		5,235		3,715,959

Total gross loans	$	7,553,044	$	3,501,393	$	1,410,468	$	964,627	$	13,429,532	$	7,553,044	$	3,501,393	$	1,410,468	$	964,627	$	13,429,532

For a further discussion of loans see Note 4 to the unaudited Notes to Consolidated Financial Statements.

Other Assets

Other assets decreased ~~$17.52~~$14.44 million or ~~3.83%~~3.16% from

year-end

2018, mainly due to deferred tax assets decreasing ~~$15.77~~$19.83 million. In addition, core deposit intangibles decreased ~~$3.51~~$5.26 million due to ~~amortization and other real estate owned (OREO) decreased $2.40 million due to a combination of sales and write-downs of fair value.~~amortization. Partially offsetting these decreases were increases of ~~$2.17~~$4.15 million in ~~derivative assets, $1.77~~accounts receivables, $4.68 million in prepaid assets and ~~$2.34~~$1.50 million in ~~accounts receivables~~other real estate owned (OREO) due to write-downs of fair value for the first ~~half~~nine months of 2019.

Table of Contents

Deposits

Deposits represent United’s primary source of funding. Total deposits at ~~June~~September 30, 2019 increased ~~$409.34~~$100.66 million or ~~2.92%~~less than 1%. In terms of composition, interest-bearing deposits ~~increased $495.49~~decreased $54.65 million or ~~5.17%~~less than 1% while noninterest-bearing deposits ~~decreased $86.15~~increased $155.31 million or ~~1.95%~~3.52% from December 31, 2018.

Noninterest-bearing deposits ~~consists~~consist of demand deposit and noninterest bearing money market (MMDA) account balances. The ~~$86.15~~$155.31 million ~~decrease~~increase in noninterest-bearing deposits was due mainly to ~~a decrease~~increases in commercial noninterest-bearing deposits of ~~$51.61~~$49.40 million or ~~2.29% while personal noninterest-bearing deposits~~2.19% and public funds noninterest-bearing deposits ~~decreased $350 thousand or less than 1% and $4.32~~of $23.89 million or ~~3.91%, respectively.~~21.62%. In addition, in process items increased $43.17 million.

Interest-bearing deposits ~~consists~~consist of interest-bearing checking (NOW), regular savings, interest-bearing MMDA, and time deposit account balances. Interest-bearing MMDAs ~~increased $101.67~~decreased $205.23 million or ~~1.71 %~~3.45% while NOW accounts decreased ~~$7.38~~$15.40 million or ~~1.97%~~4.11% since

year-end

2018. In particular, interest-bearing MMDAs ~~increased $101.67~~decreased $205.23 million as commercial MMDAs ~~increased $180.48~~decreased $97.22 million, ~~and personal~~brokered MMDAs ~~increased $26.47 million. These increases were partially offset by decreases in~~decreased $87.07 million, and public funds MMDAs ~~and brokered MMDAs of $49.10 million and $56.17 million, respectively.~~decreased $32.24 million. Excluding sweep activity from NOW accounts to interest-bearing MMDAs to reduce United’s reserve requirement at its Federal Reserve Bank, NOW accounts decreased ~~$155.25~~$140.26 million or ~~7.84%~~7.09% mainly due to a decrease of ~~$141.70~~$169.95 million in personal NOW accounts and a ~~$39.33~~$18.42 million decrease in public funds NOW accounts. Partially offsetting these decreases was an increase of ~~$25.78~~$48.12 million in commercial NOW accounts.

Regular savings ~~increased $11.60~~decreased $77.33 million or ~~1.21%~~8.10% from

year-end

2018 mainly due to a ~~$60.10~~$69.89 million ~~increase~~decrease in ~~public funds~~personal savings accounts ~~which was partially offset by decreases of $42.32~~and a $7.11 million ~~and $6.12 million~~decrease in ~~personal and~~ commercial savings ~~accounts, respectively.~~accounts.

Time deposits under $100,000 increased ~~$9.07~~$17.81 million or ~~1.27%~~2.50% from

year-end

2018. This increase in time deposits under $100,000 is the result of a ~~$4.26~~$4.24 million increase in Certificate of Deposit Account Registry Service (CDARS) balances and a ~~$4.14~~$12.54 million increase in fixed CDs under $100,000.

Since

year-end

2018, time deposits over $100,000 increased ~~$380.53~~$225.51 million or ~~24.04%~~14.25% as fixed rate CDs increased $168.29 million and CDARS increased $81.48 million. In addition, brokered certificates of deposits (CDs) increased ~~$242.39 million and CDARS increased $103.82 million. In addition, fixed rate CDs increased $103.18~~$15.90 million. These increases in time deposits over $100,000 were partially offset by a ~~$68.86~~$40.16 million decrease in public funds CDs over $100,000.

The following table summarizes the changes in the deposit categories since

year-end

2018:


	June 30		December 31								September 30		December 31
(Dollars in thousands)	2019		2018		$ Change			% Change			2019		2018		$ Change			% Change
Demand deposits	$	3,123,634	$	3,212,878	$	(89,244	)		(2.78	%)	$	3,282,679	$	3,212,878	$	69,801			2.17	%
Interest-bearing checking		367,115		374,495		(7,380	)		(1.97	%)		359,100		374,495		(15,395	)		-4.11	%
Regular savings		966,559		954,961		11,598			1.21	%		877,630		954,961		(77,331	)		-8.10	%
Money market accounts		7,261,789		7,157,028		104,761			1.46	%		7,037,300		7,157,028		(119,728	)		-1.67	%
Time deposits under $100,000		721,387		712,313		9,074			1.27	%		730,118		712,313		17,805			2.50	%
Time deposits over $100,000 (1)		1,963,601		1,583,074		380,527			24.04	%		1,808,584		1,583,074		225,510			14.25	%

Total deposits	$	14,404,085	$	13,994,749	$	409,336			2.92	%	$	14,095,411	$	13,994,749	$	100,662			0.72	%

(1)	Includes time deposits of $250,000 or more of ~~$1,213,987~~$1,058,940 and $979,707 at ~~June~~September 30, 2019 and December 31, 2018, respectively.

Table of Contents

Borrowings

Total borrowings at ~~June 30,2019~~September 30, 2019 increased ~~$55.30~~$187.83 million or ~~2.99%~~10.15% since

year-end

2018. During the first ~~half~~nine months of 2019, short-term borrowings decreased ~~$229.17~~$21.36 million or ~~65.23%~~6.08% due to a ~~$175.00 million decrease in short-term FHLB advances, a $30.77~~$22.96 million decrease in short-term securities sold under agreements to repurchase and a $23.40 million decrease in federal funds purchased. These decreases in short-term borrowings were partially offset by a $25.00 million increase short-term FHLB advances. Long-term borrowings increased ~~$284.46~~$209.19 million or ~~18.98%~~13.95% from

year-end

2018 due to a ~~$283.83~~$208.25 million increase in long-term FHLB

advances as new borrowings exceeded repayments for the first ~~six~~nine months of 2019.

The table below summarizes the change in the borrowing categories since

year-end

2018:


	June 30		December 31								September 30		December 31
(Dollars in thousands)	2019		2018		$ Change			% Change			2019		2018		$ Change			% Change
Federal funds purchased	$	0	$	23,400	$	(23,400	)		(100.00	%)	$	0	$	23,400	$	(23,400	)		-100.00	%
Short-term securities sold under agreements to repurchase		122,159		152,927		(30,768	)		(20.12	%)		129,966		152,927		(22,961	)		-15.01	%
Short-term FHLB advances		0		175,000		(175,000	)		(100.00	%)		200,000		175,000		25,000			14.29	%
Long-term FHLB advances		1,548,032		1,264,198		283,834			22.45	%		1,472,448		1,264,198		208,250			16.47	%
Issuances of trust preferred capital securities		235,535		234,905		630			0.27	%		235,849		234,905		944			0.40	%

Total borrowings	$	1,905,726	$	1,850,430	$	55,296			2.99	%	$	2,038,263	$	1,850,430	$	187,833			10.15	%

For a further discussion of borrowings see Notes 8 and 9 to the unaudited Notes to Consolidated Financial Statements.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities at ~~June~~September 30, 2019 increased ~~$17.99~~$45.38 million or ~~11.81%~~29.79% from

year-end

2018. In particular, accounts payable associated with George Mason increased ~~$19.68~~$43.27 million, interest payable increased $2.32 million, accrued mortgage escrow liabilities increased ~~$4.86~~$3.49 million and derivative liabilities increased ~~$2.62~~$1.75 million. Partially offsetting these increases was a decrease of ~~$4.43~~$2.18 million in business franchise taxes payable and a ~~$3.70~~$3.19 million decrease in ~~accrued employee expenses~~deferred compensation due to ~~decreases of $2.67 million and $2.03 million in deferred compensation and incentives payable, respectively.~~payments.

Shareholders’ Equity

Shareholders’ equity at ~~June~~September 30, 2019 was ~~$3.33~~$3.35 billion, which was an increase of ~~$82.23~~$102.72 million or ~~2.53%~~3.16% from

year-end

2018.

Retained earnings increased ~~$60.35~~$91.80 million or ~~5.96%~~9.06% from

year-end

2018. Earnings net of dividends for the first ~~six~~nine months of 2019 were ~~$61.40~~$92.85 million. Amount recognized in retained earnings for the adoption of ASU No.

2016-02

was $1.05 million.

Accumulated other comprehensive income increased ~~$36.65~~$41.24 million or ~~64.28%~~72.32% from

year-end

2018 due mainly to an increase of ~~$34.78~~$38.42 million in the

after-tax

fair value adjustment on AFS securities. The

after-tax

accretion of pension costs was ~~$1.82~~$2.77 million for the first ~~half~~nine months of 2019.

During the second quarter of 2018, United began repurchasing its common stock on the open market under repurchase plans approved by United’s Board of Directors. United repurchased ~~520,600~~977,000 shares in the first ~~half~~nine months of 2019 at a cost of ~~$17.65~~$34.05 million or an average price per share of ~~$33.91.~~$34.85.

Table of Contents

RESULTS OF OPERATIONS

Overview

Net income for the ~~second~~third quarter of 2019 was ~~$67.21~~$65.97 million or ~~$0.66~~$0.65 per diluted share, as compared to ~~$66.27~~$64.41 million or ~~$0.63~~$0.62 per diluted share for the prior year ~~second~~third quarter. Net income for the first ~~six~~nine months of 2019 was ~~$130.85~~$196.81 million or ~~$1.28~~$1.93 per diluted share compared to ~~$127.98~~$192.39 million or ~~$1.22~~$1.83 per diluted share for the first ~~six~~nine months of 2018.

For the ~~second~~third quarter of 2019, United’s annualized return on average assets was ~~1.38%~~1.33% and its annualized return on average shareholders’ equity was ~~8.12%~~7.79% as compared to ~~1.42%~~1.34% and ~~8.11%~~7.83% for the ~~second~~third quarter of 2018. United’s annualized return on average assets for the first ~~six~~nine months of 2019 was ~~1.36%~~1.35% and its annualized return on average shareholders’ equity was ~~8.00%~~7.93% as compared to ~~1.39%~~1.37% and ~~7.88%~~7.86% for the first ~~six~~nine months of 2018. United’s Federal Reserve peer group’s (bank holding companies with total assets over $10 billion) most recently reported average return on assets and average return on equity were ~~1.21%~~1.23% and ~~9.96%~~10.08%, respectively, for the first ~~three~~six months of 2019. For the ~~second~~third quarter and first ~~half~~nine months of 2019, United’s annualized return on average tangible equity was ~~14.90%~~14.16% and ~~14.78%~~14.56%, respectively, as compared to ~~15.14%~~14.65% and ~~14.72%~~14.69% for the ~~second~~third quarter and first ~~half~~nine months of 2018, respectively.


	Three Months Ended						Six Months Ended						Three Months Ended						Nine Months Ended
(Dollars in thousands)	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Return on Average Tangible Equity:
(a) Net Income (GAAP)	$	67,207		$	66,274		$	130,849		$	127,980		$	65,965		$	64,412		$	196,814		$	192,392
(b) Number of days		91			91			181			181			92			92			273			273
Average Total Shareholders’ Equity (GAAP)	$	3,220,987		$	3,276,099		$	3,299,061		$	3,274,639		$	3,359,437		$	3,262,949		$	3,319,420		$	3,270,789
Less: Average Total Intangibles		(1,512,400	)		(1,520,253	)		(1,513,279	)		(1,521,323	)		(1,510,653	)		(1,518,119	)		(1,512,394	)		(1,520,244	)

(c) Average Tangible Equity (non-GAAP)	$	1,808,587		$	1,755,846		$	1,785,782		$	1,753,316		$	1,848,784		$	1,744,830		$	1,807,026		$	1,750,545
Return on Tangible Equity (non-GAAP) [(a) / (b)] x 365 / (c)		14.90	%		15.14	%		14.78	%		14.72	%		14.16	%		14.65	%		14.56	%		14.69	%

Net interest income for the ~~second~~third quarter of 2019 was ~~$150.55~~$141.92 million which was ~~relatively flat~~a decrease of $6.86 million or 4.61% from the ~~second~~third quarter of ~~2018, increasing $1.43 million or less than 1%.~~2018. The ~~slight increase~~decrease in net interest income occurred because total interest income increased ~~$21.25~~$5.32 million while total interest expense ~~only~~ increased ~~$19.81~~$12.18 million from the ~~second~~third quarter of 2018. Net interest income for the first ~~half~~nine months of 2019 was ~~$294.72 million~~$436.64 which was ~~relatively flat~~a decrease of $5.30 million or 1.20% from the prior year’s first ~~six months, increasing $1.56 million or less than 1%.~~nine months. The ~~slight increase~~decrease in net interest income occurred because total interest income increased ~~$43.16~~$48.48 million while total interest expense ~~only~~ increased ~~$41.60~~$53.78 million from the first ~~six~~nine months of 2018.

The provision for credit losses was ~~$5.42~~$5.03 million and ~~$10.41~~$15.45 million for the ~~second~~third quarter and first ~~six~~nine months of 2019, respectively, as compared to ~~$6.20~~$4.81 million and ~~$11.38~~$16.19 million for the ~~second~~third quarter and first ~~six~~nine months of 2018, respectively. For the ~~second~~third quarter of 2019, noninterest income was ~~$39.80~~$42.22 million, which was an increase of ~~$3.79~~$10.54 million or ~~10.52%~~33.26% from the ~~second~~third quarter of 2018. Noninterest income for the first ~~six~~nine months of 2019 was ~~$71.02~~$113.24 million which was an increase of ~~$3.82~~$14.36 million or ~~5.68%~~14.52% from the first ~~six~~nine months of 2018. These increases from 2018 were mainly due to additional income from mortgage banking activities. For the ~~second~~third quarter of 2019, noninterest expense increased ~~$6.79~~$2.82 million or ~~7.26%~~3.02% from the ~~second~~third quarter of ~~2018.~~2018 due mainly to an increase in employee compensation resulting from higher commissions expense from increased production and sales from mortgage banking activities. For the first ~~six~~nine months of 2019, noninterest expense increased ~~$5.76~~$8.58 million or ~~3.13%~~3.09% from the first ~~six~~nine months of ~~2018. These increases were~~2018 due ~~mainly~~primarily to penalties incurred during the second quarter of 2019 on the prepayment of FHLB advances.

Income taxes for the ~~second~~third quarter of 2019 were ~~$17.53~~$17.01 million as compared to ~~$19.24~~$17.93 million for the ~~second~~third quarter of 2018. For the first ~~six~~nine months of 2019 and 2018, income tax expense was ~~$34.86~~$51.87 million and ~~$37.14~~$55.07 million, respectively. For the quarters ended ~~June~~September 30, 2019 and 2018, United’s effective tax rate was ~~20.69%~~20.50% and ~~22.50%~~21.77%, respectively. The effective tax rate for the first ~~six~~nine months of 2019 and 2018 was ~~21.04%~~20.86% and ~~22.49%~~22.25%, respectively.

Table of Contents

The following discussion explains in more detail the results of operations by major category.

Business Segments

United operates in two business segments: community banking and mortgage banking.

Community Banking

Net income attributable to the community banking segment for the ~~second~~third quarter of 2019 was ~~$65.99~~$63.57 million compared to net income of ~~$65.27~~$69.13 million for the ~~second~~third quarter of 2018.

Net interest income ~~increased $3.07~~decreased $6.16 million to ~~$152.52~~$143.62 million for the ~~second~~third quarter of 2019, compared to ~~$149.45~~$149.77 million for the same period of 2018. Net interest income for the ~~second~~third quarter of 2019 ~~increased~~decreased from the ~~second~~third quarter of 2018 due mainly to an increase in the average cost of funds due to higher market interest rates and a decline in the average yield on earning assets ~~and additional~~due mainly to lower accretion on acquired loans. Provision for loan losses was ~~$5.42~~$5.03 million for the three months ended ~~June~~September 30, 2019 compared to a provision of ~~$6.20~~$4.81 million for the same period of 2018. Noninterest income ~~increased $933 thousand~~ for the ~~second~~third quarter of 2019 ~~to $18.40~~was $18.70 million, ~~as compared to $17.47~~which was flat from the $18.72 million recorded for the third quarter of 2018. Noninterest expense was $77.31 million for the ~~second quarter of 2018. The increase was due mainly to increased fees from trust and brokerage services. Noninterest expense was $82.30 million for the second~~third quarter of 2019, compared to ~~$76.50~~$75.26 million for the same period of 2018. The increase of ~~$5.81~~$2.06 million in noninterest expense was primarily attributable to ~~penalties on~~increases in employee compensation, net occupancy expense, other real estate owned (OREO) expense and other expenses mainly related to the ~~prepayment~~

write-off

of ~~FHLB advances.~~

income tax credits partially offset by a decline in Federal Deposit Insurance Corporation (FDIC) insurance expense resulting from a small bank assessment credit.

Net income attributable to the community banking segment for the first ~~half~~nine months of 2019 was ~~$130.87~~$194.45 million compared to net income of ~~$131.71~~$200.84 million for the first ~~half~~nine months of 2018.

Net interest income ~~increased $3.34~~decreased $2.82 million to ~~$298.41~~$442.02 million for the first ~~half~~nine months of 2019, compared to ~~$295.07~~$444.84 million for the same period of 2018. Net interest income for the first ~~six~~nine months of 2019 ~~increased~~decreased from the first ~~six~~nine months of 2018 due mainly to an increase in the average cost of funds primarily as a result of higher ~~level~~market interest rates and a change in the mix of ~~earning assets.~~interest bearing liabilities. Provision for loan losses was ~~$10.41~~$15.45 million for the ~~six~~nine months ended ~~June~~September 30, 2019 compared to a provision of ~~$11.38~~$16.19 million for the same period of 2018. Noninterest income for the first ~~half~~nine months of 2019 increased ~~$815~~$794 thousand to ~~$36.05~~$54.75 million for the first ~~half~~nine months of 2019 as compared to ~~$35.24~~$53.95 million for the first ~~half~~nine months of 2018. The increase was due mainly to increased fees from trust and brokerage services and higher income from bank-owned life insurance due to death benefits received in the first quarter of 2019. Noninterest expense was ~~$158.30~~$235.61 million for the ~~six~~nine months ended ~~June~~September 30, 2019, compared to ~~$148.99~~$224.24 million for the same period of 2018. The increase of ~~$9.31~~$11.37 million in noninterest expense was primarily attributable to penalties on the prepayment of FHLB advances, increases in employee compensation due mainly to higher employee incentives, OREO expense due to a decline in the fair values of OREO properties and ~~higher~~other expense due to an increase in the

write-off

of income tax credits. Partially offsetting these increases were decreases in net occupancy expense due mainly to a decline in building rental expense, data processing fees due to lower fees under a new contract, FDIC insurance ~~premiums~~expense resulting from the small bank assessment credit, and employee benefits due mainly to ~~United Bank now being considered~~ a ~~large institution and subject to increased assessment rates.~~decline in pension expense.

Table of Contents

Mortgage Banking

The mortgage banking segment reported net income of ~~$3.84~~$3.40 million and ~~$4.87~~$8.28 million for the ~~second~~third quarter and the first ~~half~~nine months of 2019, respectively, as compared to net ~~income~~losses of ~~$1.94~~$845 thousand and $1.33 million for the ~~second~~third quarter and ~~a net loss~~first nine months of ~~$479 thousand for the first half of 2018.~~2018, respectively. Noninterest income, which consists mainly of realized and unrealized gains associated with the fair value of commitments and loans held for sale, was ~~$23.50~~$24.33 million and ~~$39.61~~$63.94 million for the ~~second~~third quarter and first ~~half~~nine months of 2019 as compared to ~~$23.47~~$16.48 million and ~~$38.35~~$54.83 million for the ~~second~~third quarter and first ~~half~~nine months of 2018. Noninterest expense was ~~$18.77~~$20.26 million and ~~$33.61~~$53.87 million for the ~~second~~third quarter and first ~~half~~nine months of 2019 as compared ~~$21.23~~$17.96 million and ~~$39.61~~$57.57 million for the ~~second~~third quarter and first ~~half~~nine months of 2018. Noninterest expense consists mainly of salaries, commissions and benefits of mortgage segment employees.

The following discussion explains in more detail the consolidated results of operations by major category.

~~Table of Contents~~

Net Interest Income

Net interest income represents the primary component of United’s earnings. It is the difference between interest income from earning assets and interest expense incurred to fund these assets. Net interest income is impacted by changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as changes in market interest rates. Such changes, and their impact on net interest income in 2019 and 2018, are presented below.

Net interest income for the ~~second~~third quarter of 2019 was ~~$150.55~~$141.92 million, which was ~~relatively flat~~a decrease of $6.86 million or 4.61% from the ~~second~~third quarter of ~~2018, increasing $1.43~~2018. The $6.86 million ~~or less than 1%. The $1.43 million increase~~decrease in net interest income occurred because total interest income increased ~~$21.25~~$5.32 million while total interest expense increased ~~$19.81~~$12.18 million from the ~~second~~third quarter of 2018. Net interest income for the first ~~half~~nine months of 2019 was ~~$294.72~~$436.64 million, which was ~~relatively flat~~a decrease of $5.30 million or 1.20% from the first ~~half~~nine months of ~~2018, increasing $1.56~~2018. The $5.30 million ~~or less than 1%. The $1.56 million increase~~decrease in net interest income occurred because total interest income increased ~~$43.16~~$48.48 million while total interest expense increased ~~$41.60~~$53.78 million from the first ~~half~~nine months of 2018. On a linked-quarter basis, net interest income for the ~~second~~third quarter of 2019 ~~increased $6.39~~decreased $8.64 million or ~~4.43%~~5.74% from the ~~first~~second quarter of 2019. The ~~$6.39~~$8.64 million ~~increase~~decrease in net interest income occurred because total interest income ~~increased $10.15~~decreased $8.89 million while total interest expense only ~~increased $3.76 million~~decreased $259 thousand from the ~~first~~second quarter of 2019.

Generally, interest income for the first ~~half~~nine months of 2019 increased from the first ~~half~~nine months of 2018 due to a higher level of earning assets. The increase in interest expense for the first ~~half~~nine months of 2019 from the first ~~half~~nine months of 2018 was due to higher market interest ~~rates.~~rates on interest-bearing liabilities. For the purpose of this remaining discussion, net interest income is presented on a

tax-equivalent

basis to provide a comparison among all types of interest earning assets. The

tax-equivalent

basis adjusts for the

tax-favored

status of income from certain loans and investments. Although this is a

non-GAAP

measure, United’s management believes this measure is more widely used within the financial services industry and provides better comparability of net interest income arising from taxable and

tax-exempt

sources. United uses this measure to monitor net interest income performance and to manage its balance sheet composition.

Tax-equivalent

net interest income, which adjusts for the

tax-favored

status of income from certain loans and investments, for the ~~second~~third quarter of 2019 was ~~$151.53~~$142.83 million, which was ~~relatively flat~~a decrease of $6.99 million or 4.67% from the ~~second~~third quarter of 2018 ~~increasing $1.29 million or less than 1%~~ due mainly to ~~an increase in average earning assets mostly offset by~~ an increase in the average cost of ~~funds. Average earning assets for~~funds and a decline in the second quarter of 2019 increased $785.76 million or 4.79% from the second quarter of 2018 due mainly to increases of $341.44 million or 2.54% in average net loans, $323.0 million or 14.09% in average investment securities and $121.34 million or 18.68% in average short-term investments. In addition, the average yield on earning ~~assets for the second quarter~~assets. The average cost of ~~2019~~funds increased 3037 basis points from the second quarter of 2018 due to an increase of $2.39 million in loan accretion on acquired loans and higher market rates. Loan accretion on acquired loans was $14.45 million and $12.06 million for the second quarter of 2019 and 2018, respectively. Mostly offsetting these increases to

~~tax-equivalent~~

~~net interest income for the second quarter of 2019 was an increase of 61 basis points in the average cost of funds as compared to the second~~third quarter of 2018 due to higher market interest rates. The average yield on earning assets declined 4 basis points from the third quarter of 2018 due in large part to a decline in loan accretion on acquired loans of $4.39 million or 38.00%. Loan accretion on acquired loans was $7.17 million and $11.56 million for the third quarter of 2019 and 2018, respectively. Partially offsetting these decreases to

tax-equivalent

net interest income for the third quarter of 2019 was an increase in average earning assets of $609.43 million or 3.64%. The increase in average earning assets was due mainly to increases of $365.29 million or 15.99% and $325.05 million or 2.40% in average investment securities and average loans, respectively. The net interest margin of ~~3.53%~~3.27% for the ~~second~~third quarter of 2019 was a decrease of 1429 basis points from the net interest margin of ~~3.67%~~3.56% for the ~~second~~third quarter of 2018.

Table of Contents

Tax-equivalent

net interest income ~~which adjusts for the~~

~~tax-favored~~

~~status of income from certain loans and investments,~~ for the first ~~half~~nine months of 2019 was ~~$296.69~~$439.52 million, which was ~~relatively flat~~a decrease of $5.69 million or 1.28% from the first ~~half~~nine months of 2018 ~~increasing $1.31 million or less than 1%~~ due mainly to ~~an increase in average earning assets mostly offset by~~ an increase in the average cost of funds. ~~Average earning assets~~The average cost of funds for the first ~~half~~nine months of 2019 increased ~~$726.82 million or 4.45%~~57 basis points from the first ~~half~~nine months of 2018 due to higher market interest rates and a change in the mix of interest bearing liabilities. Partially offsetting these decreases to

tax-equivalent

net interest income for the first nine months of 2019 were increases in average earning assets and the average yield on those average earning assets. For the first nine months of 2019, average earning assets increased $687.26 million or 4.17% from the first nine months of 2018 due mainly to increases of ~~$439.39~~$400.86 million or ~~3.31%~~3.00% in average net loans and ~~$346.12~~$352.58 million or ~~15.48%~~15.65% in average investment securities. Average short-term investments decreased ~~$58.70~~$66.18 million or ~~7.21%~~7.82%. ~~In addition, the~~The average yield on earning assets for the first ~~half~~nine months of 2019 increased 3220 basis points from the first ~~half~~nine months of 2018 due to higher market rates. ~~Mostly offsetting these increases to~~

~~tax-equivalent~~

~~net interest income for~~

~~Table of Contents~~

~~the first half of 2019 was an increase of 67 basis points in the average cost of funds as compared to the first half of 2018 due to higher market interest rates.~~ Loan accretion on acquired loans was ~~$23.00~~$30.16 million and ~~$22.82~~$34.38 million for the first ~~half~~nine months of 2019 and 2018, respectively, ~~increasing $173 thousand~~decreasing $4.22 million or ~~less than 1%~~12.27%. The net interest margin of ~~3.50%~~3.42% for the first ~~half~~nine months of 2019 was a decrease of 1419 basis points from the net interest margin of ~~3.64%~~3.61% for the first ~~half~~nine months of 2018.

On a linked-quarter basis, United’s

tax-equivalent

net interest income for the third quarter of 2019 decreased $8.70 million or 5.74% from the second quarter of 2019 ~~increased $6.37 million or 4.43% from the first quarter of 2019~~as well due to ~~an increase~~a decrease in the average yield on ~~average~~ earning assets. The average yield on earning assets for the ~~second~~third quarter of 2019 ~~increased 13~~decreased 29 basis points from the ~~first~~second quarter of 2019 due to ~~an increase~~a decrease of ~~$5.91~~$7.28 million in loan accretion on acquired ~~loans due mainly to the repayment of two large acquired loans under a single customer relationship.~~loans. Loan accretion on acquired loans was ~~$14.45~~$7.17 million and ~~$8.54~~$14.45 million for the ~~second~~third quarter and ~~first~~second quarter of 2019, respectively. In addition, average earning assets for the second quarter of 2019 increased $274.68 million or 1.62% as compared to the first quarter of 2019 as average net loans increased $176.52 million or 1.30%, average investment securities increased $66.47 million or 2.61% and average short-term investments increased $31.70 million or 4.29% for the linked quarter. Partially offsetting the ~~increases to~~

~~tax-equivalent~~

~~net interest income for~~decline in the ~~second quarter~~average yield on earning assets was a decrease of ~~2019 was an increase of 8~~2 basis points in the average cost of funds ~~as compared~~due to change in the ~~first~~mix of interest-bearing liabilities. Average earning assets were relatively flat for the quarter, increasing $158.22 million or less than 1% from the second quarter of 2019 ~~due to higher market~~as average net loans were also relatively flat, increasing $63.85 million or less than 1%. Average investment securities increased $34.49 million or 1.32% and average short-term investments increased $59.88 million or 7.77% for the linked quarter. The net interest ~~rates. The~~margin of 3.27% for the third quarter of 2019 decreased 26 basis points from the net interest margin of 3.53% for the second ~~quarter of 2019 increased 7 basis points from the net interest margin of 3.46% for the first~~ quarter of 2019.

United’s

tax-equivalent

net interest income also includes the impact of acquisition accounting fair value adjustments.

The following table provides the discount/premium and net accretion impact to

tax-equivalent

net interest income for the three months ended ~~June~~September 30, 2019, ~~June~~September 30, 2018 and ~~March 31, 2019 and the six months ended~~ June 30, 2019 and ~~June~~the nine months ended September 30, 2019 and September 30, 2018:


	Three Months Ended						Three Months Ended
	June 30		June 30		March 31		September 30		September 30		June 30
(Dollars in thousands)	2019		2018		2019		2019		2018		2019
Loan accretion	$	14,451	$	12,056	$	8,544	$	7,167	$	11,559	$	14,451
Certificates of deposit		197		311		198		198		311		197
Long-term borrowings		269		268		268		269		269		269

Total	$	14,917	$	12,635	$	9,010	$	7,634	$	12,139	$	14,917


	Nine Months Ended
	September 30		September 30
(Dollars in thousands)	2019		2018
Loan accretion	$	30,162	$	34,381
Certificates of deposit		593		948
Long-term borrowings		806		806

Tax-equivalent net interest income	$	31,561	$	36,135

Six Months Ended

June 30

June 30

(Dollars in thousands)

2019

2018

Loan accretion
$
22,995
$
22,822

Certificates of deposit

395

637

Long-term borrowings

537

537

Tax-equivalent
net interest income
$
23,927
$
23,996

Table of Contents

The following tables reconcile the difference between net interest income and

tax-equivalent


	Three Months Ended						Three Months Ended
	June 30		June 30		March 31		September 30		September 30		June 30
(Dollars in thousands)	2019		2018		2019		2019		2018		2019
Net interest income, GAAP basis	$	150,553	$	149,122	$	144,168	$	141,918	$	148,775	$	150,553
Tax-equivalent adjustment (1)		977		1,115		993		914		1,049		977

Tax-equivalent net interest income	$	151,530	$	150,237	$	145,161	$	142,832	$	149,824	$	151,530


	Nine Months Ended
	September 30		September 30
(Dollars in thousands)	2019		2018
Net interest income, GAAP basis	$	436,639	$	441,940
Tax-equivalent adjustment (1)		2,884		3,268

Tax-equivalent net interest income	$	439,523	$	445,208

~~Table of Contents~~

Six Months Ended

June 30

June 30

(Dollars in thousands)

2019

2018

Net interest income, GAAP basis
$
294,721
$
293,165

Tax-equivalent
adjustment (1)

1,970

2,219

Tax-equivalent
net interest income
$
296,691
$
295,384

(1)

The

tax-equivalent

adjustment combines amounts of interest income on federally nontaxable loans and investment securities using the statutory federal income tax rate of 21% for the three months and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 and the three months ended ~~March 31,~~June 30, 2019. All interest income on loans and investment securities was subject to state income taxes.

Table of Contents

The following tables show the unaudited consolidated daily average balance of major categories of assets and liabilities for the three-month and

~~six-month~~

nine-month periods ended ~~June~~September 30, 2019 and 2018, respectively, with the interest and rate earned or paid on such amount. The interest income and yields on federally nontaxable loans and investment securities are presented on a

tax-equivalent

basis using the statutory federal income tax rate of 21% for the three-month and

~~six-month~~

nine-month period ended ~~June~~September 30, 2019 and 2018. Interest income on all loans and investment securities was subject to state income taxes.


	Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
	June 30, 2019								June 30, 2018								September 30, 2019								September 30, 2018
(Dollars in thousands)	Average Balance			Interest (1)		Avg. Rate (1)			Average Balance			Interest (1)		Avg. Rate (1)			Average Balance			Interest (1)		Avg. Rate (1)			Average Balance			Interest (1)		Avg. Rate (1)
ASSETS
Earning Assets:
Federal funds sold and securities purchased under agreements to resell and other short-term investments	$	770,625		$	5,405		2.81	%	$	649,282		$	3,465		2.14	%	$	830,502		$	6,236		2.98	%	$	911,414		$	5,485		2.39	%
Investment Securities:
Taxable		2,455,549			17,748		2.89	%		2,049,301			13,810		2.70	%		2,525,682			18,168		2.88	%		2,064,332			13,994		2.71	%
Tax-exempt		159,781			1,218		3.05	%		243,048			1,811		2.98	%		124,141			1,011		3.26	%		220,197			1,673		3.04	%

Total Securities		2,615,330			18,966		2.90	%		2,292,349			15,621		2.73	%		2,649,823			19,179		2.90	%		2,284,529			15,667		2.74	%
Loans, net of unearned income (2)		13,888,716			175,851		5.08	%		13,547,371			160,029		4.74	%		13,952,287			165,850		4.72	%		13,627,932			164,927		4.81	%
Allowance for loan losses		(76,682	)							(76,773	)							(76,408	)							(77,103	)

Net loans		13,812,034					5.10	%		13,470,598					4.76	%		13,875,879					4.75	%		13,550,829					4.83	%

Total earning assets		17,197,989		$	200,222		4.67	%		16,412,229		$	179,115		4.37	%		17,356,204		$	191,265		4.38	%		16,746,772		$	186,079		4.42	%

Other assets		2,317,865								2,300,155								2,310,404								2,300,917

TOTAL ASSETS	$	19,515,854							$	18,712,384							$	19,666,608							$	19,047,689

LIABILITIES
Interest-Bearing Funds:
Interest-bearing deposits	$	9,753,724		$	35,455		1.46	%	$	9,210,282		$	19,076		0.83	%	$	9,692,296		$	36,368		1.49	%	$	9,588,327		$	26,368		1.09	%
Short-term borrowings		136,230			608		1.79	%		208,058			464		0.89	%		120,155			539		1.78	%		212,566			618		1.15	%
Long-term borrowings		1,879,154			12,629		2.70	%		1,659,613			9,338		2.26	%		1,870,944			11,526		2.44	%		1,543,004			9,269		2.38	%

Total Interest-Bearing Funds		11,769,108			48,692		1.66	%		11,077,953			28,878		1.05	%		11,683,395			48,433		1.64	%		11,343,897			36,255		1.27	%

Noninterest-bearing deposits		4,240,050								4,255,840								4,440,399								4,338,309
Accrued expenses and other liabilities		185,709								102,492								183,377								102,534

TOTAL LIABILITIES		16,194,867								15,436,285								16,307,171								15,784,740
SHAREHOLDERS’ EQUITY		3,320,987								3,276,099								3,359,437								3,262,949

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	19,515,854							$	18,712,384							$	19,666,608							$	19,047,689

NET INTEREST INCOME				$	151,530							$	150,237							$	142,832							$	149,824

INTEREST SPREAD							3.01	%							3.32	%							2.74	%							3.15	%
NET INTEREST MARGIN							3.53	%							3.67	%							3.27	%							3.56	%

(1)	The interest income and the yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21%.

(2)	Nonaccruing loans are included in the daily average loan amounts outstanding.

Table of Contents


	Six Months Ended								Six Months Ended								Nine Months Ended								Nine Months Ended
	June 30, 2019								June 30, 2018								September 30, 2019								September 30, 2018
(Dollars in thousands)	Average Balance			Interest (1)		Avg. Rate (1)			Average Balance			Interest (1)		Avg. Rate (1)			Average Balance			Interest (1)		Avg. Rate (1)			Average Balance			Interest (1)		Avg. Rate (1)
ASSETS
Earning Assets:
Federal funds sold and securities repurchased under agreements to resell and other short-term investments	$	754,865		$	11,242		3.00	%	$	813,562		$	8,382		2.08	%	$	780,355		$	17,478		2.99	%	$	846,537		$	13,867		2.19	%
Investment Securities:
Taxable		2,419,202			35,111		2.90	%		1,986,668			25,685		2.59	%		2,455,085			53,279		2.89	%		2,012,841			39,679		2.63	%
Tax-exempt		163,077			2,516		3.09	%		249,488			3,666		2.94	%		149,956			3,527		3.14	%		239,617			5,339		2.97	%

Total Securities		2,582,279			37,627		2.91	%		2,236,156			29,351		2.63	%		2,605,041			56,806		2.91	%		2,252,458			45,018		2.66	%
Loans, net of unearned income (2)		13,800,985			341,443		4.98	%		13,361,545			309,671		4.67	%		13,851,974			507,293		4.89	%		13,451,316			474,598		4.72	%
Allowance for loan losses		(76,722	)							(76,675	)							(76,616	)							(76,819	)

Net loans		13,724,263					5.01	%		13,284,870					4.70	%		13,775,358					4.92	%		13,374,497					4.74	%

Total earning assets		17,061,407		$	390,312		4.60	%		16,334,588		$	347,404		4.28	%		17,160,754		$	581,577		4.53	%		16,473,492		$	533,483		4.33	%

Other assets		2,322,100								2,294,033								2,318,170								2,296,442

TOTAL ASSETS	$	19,383,507							$	18,628,621							$	19,478,924							$	18,769,934

LIABILITIES
Interest-Bearing Funds:
Interest-bearing deposits	$	9,724,379		$	68,093		1.41	%	$	9,281,485		$	34,733		0.75	%	$	9,713,567		$	104,461		1.44	%	$	9,384,890		$	61,101		0.87	%
Short-term borrowings		154,811			1,299		1.69	%		246,988			885		0.72	%		143,132			1,838		1.72	%		235,388			1,503		0.85	%
Long-term borrowings		1,788,790			24,229		2.73	%		1,506,795			16,402		2.20	%		1,816,476			35,755		2.63	%		1,518,997			25,671		2.26	%

Total Interest-Bearing Funds		11,667,980			93,621		1.62	%		11,035,268			52,020		0.95	%		11,673,175			142,054		1.63	%		11,139,275			88,275		1.06	%

Non-interest bearing deposits		4,230,598								4,215,230								4,301,300								4,256,707
Accrued expenses and other liabilities		185,868								103,484								185,029								103,163
														��
TOTAL LIABILITIES		16,084,446								15,353,982								16,159,504								15,499,145
SHAREHOLDERS’ EQUITY		3,299,061								3,274,639								3,319,420								3,270,789

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	19,383,507							$	18,628,621
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY																	$	19,478,924							$	18,769,934

NET INTEREST INCOME				$	296,691							$	295,384							$	439,523							$	445,208

INTEREST SPREAD							2.98	%							3.33	%							2.90	%							3.27	%
NET INTEREST MARGIN							3.50	%							3.64	%							3.42	%							3.61	%

(1)	The interest income and the yields on federally nontaxable loans and investment securities are presented on a tax-equivalent basis using the statutory federal income tax rate of 21%.

(2)	Nonaccruing loans are included in the daily average loan amounts outstanding.

Provision for Loan Losses

For the quarters ended ~~June~~September 30, 2019 and 2018, the provision for loan losses was ~~$5.42~~$5.03 million and ~~$6.20~~$4.81 million, respectively. The provision for loan losses for the first ~~six~~nine months of 2019 and 2018 was ~~$10.41~~$15.45 million and ~~$11.38~~$16.19 million, respectively. Net charge-offs were ~~$5.90~~$4.34 million for the ~~second~~third quarter of 2019 as compared to net charge-offs of ~~$5.72~~$5.00 million for the same quarter in 2018. Net charge-offs for the first ~~six~~nine months of 2019 were ~~$10.72~~$15.05 million as compared to ~~$10.87~~$15.88 million for the first ~~six~~nine months of 2018. These lower amounts of provision expense and net charge-offs for the first ~~half~~nine months of 2019 compared to the first ~~half~~nine months of 2018 were due to ~~a reduction~~the recognition of losses on several large commercial relationships in ~~nonperforming loans requiring~~

~~charge-off.~~

2018. On a linked-quarter basis, the provision ~~for loan losses increased $421 thousand while net~~

Table of Contents

for loan losses decreased $384 thousand while net charge-offs decreased ~~$1.09~~$1.57 million from the ~~first~~second quarter of 2019. The ~~increase~~decrease in the provision for loan losses was due to ~~loan growth requiring~~reduced general allocation requirements for several portfolio segments due to improvements in historical loss rates, reductions in the ~~need for additional reserves.~~loss emergence periods and changes in the calculated qualitative adjustments factors. Annualized net charge-offs as a percentage of average loans was ~~0.17%~~0.13% and ~~0.16%~~0.15% for the ~~second~~third quarter and first ~~half~~nine months of 2019, respectively.

At ~~June~~September 30, 2019, nonperforming loans were ~~$142.60~~$140.28 million or ~~1.05%~~1.03% of loans, net of unearned income compared to nonperforming loans of $142.82 million or 1.06% of loans, net of unearned income at December 31, 2018. The components of nonperforming loans include: 1) nonaccrual loans, 2) loans which are contractually past due 90 days or more as to interest or principal, but have not been put on a nonaccrual basis and 3) loans whose terms have been restructured for economic or legal reasons due to financial difficulties of the borrowers.

Loans past due 90 days or more were ~~$12.73~~$9.84 million at ~~June~~September 30, 2019, a decrease of ~~$2.12~~$5.01 million or ~~14.29%~~33.74% from $14.85 million at

year-end

2018. This decrease was primarily due to ~~the~~ transfer of a large nonperforming commercial relationship to nonaccrual ~~status.~~status as well as renewal of administratively delinquent loans outstanding at

year-end.

At ~~June~~September 30, 2019, nonaccrual loans were ~~$71.12~~$69.88 million, an increase of ~~$2.58~~$1.34 million or ~~3.76%~~1.96% from $68.54 million at

year-end

2018. This increase was due to the transfer to nonaccrual status of a large nonperforming relationship while the borrower awaits settlement of a lawsuit. Restructured loans were ~~$58.75~~$60.56 million at ~~June~~September 30, 2019, ~~a decrease~~an increase of ~~$675 thousand~~$1.13 million or ~~1.14%~~1.91% from $59.43 million at

year-end

2018. ~~The decline was mainly due to repayments.~~Eleven loans totaling $11.66 million were restructured during the first nine months of 2019. Partially offsetting these new restructured loans were repayments on previously restructured loans as well as partial charge-offs of the outstanding balance on two restructured relationships. The loss potential on these loans has been properly evaluated and allocated within the Company’s allowance for loan losses.

Nonperforming assets include nonperforming loans and real estate acquired in foreclosure or other settlement of loans (OREO). Total nonperforming assets of ~~$157.07~~$158.65 million, including OREO of ~~$14.47~~$18.37 million at ~~June~~September 30, 2019, represented ~~0.79%~~0.80% of total assets.

The following table summarizes nonperforming assets for the indicated periods.


	June 30,		December 31,										September 30,		December 31,
(In thousands)	2019		2018		2017		2016		2015		2014		2019		2018		2017		2016		2015		2014
Nonaccrual loans (1)
Originated	$	60,731	$	57,258	$	97,971	$	77,111	$	83,146	$	64,312	$	60,942	$	57,258	$	97,971	$	77,111	$	83,146	$	64,312
Acquired		10,392		11,286		10,832		6,414		8,043		10,739		8,942		11,286		10,832		6,414		8,043		10,739
Loans which are contractually past due 90 days or more as to interest or principal and are still accruing interest (1)
Originated		9,485		11,945		7,288		7,763		11,462		10,868		7,015		11,945		7,288		7,763		11,462		10,868
Acquired		3,244		2,906		2,515		823		166		807		2,825		2,906		2,515		823		166		807
Restructured loans (1)
Originated		55,155		58,101		48,709		21,115		23,890		22,234		57,025		58,101		48,709		21,115		23,890		22,234
Acquired		3,595		1,324		1,420		37		0		0		3,534		1,324		1,420		37		0		0

Total nonperforming loans	$	142,602	$	142,820	$	168,835	$	113,263	$	126,707	$	108,960	$	140,283	$	142,820	$	168,835	$	113,263	$	126,707	$	108,960
Other real estate owned		14,469		16,865		24,348		31,510		32,228		38,778		18,367		16,865		24,348		31,510		32,228		38,778

TOTAL NONPERFORMING ASSETS	$	157,071	$	159,685	$	193,083	$	144,773	$	158,935	$	147,738	$	158,650	$	159,685	$	193,083	$	144,773	$	158,935	$	147,738

(1)

Restructured loans that were contractually past due 90 days or ~~moreas~~more as to interest or principal and are still accruing interest or on nonaccrual status for the indicated periods are included in “Restructured loans” and not “Loans which are contractually past due 90 days or ~~moreas~~more as to interest or principal and are still accruing interest” or “Nonaccrual loans” (see Note 4 to the unaudited Consolidated Financial Statements for further information).

Table of Contents

Loans are designated as impaired when, in the opinion of management, the collection of principal and interest in accordance with the loan contract is doubtful. At ~~June~~September 30, 2019, impaired loans were ~~$333.74~~$311.76 million, which was a decrease of ~~$55.79~~$77.77 million or ~~14.32%~~19.96% from the $389.53 million in impaired loans at December 31, 2018. This

~~Table of Contents~~

decrease was due mainly to the payoff of a large acquired loan relationship and a large originated loan relationship. Acquired impaired loans are accounted for under ASC Subtopic

310-30.

The recorded investment balance and the contractual principal balance of the acquired impaired loans were ~~$111.61~~$103.02 million and ~~$144.13~~$134.12 million at ~~June~~September 30, 2019, respectively, as compared to $149.74 million and $195.71 million, respectively, at December 31, 2018. For the acquired impaired loans accounted for under ASC

310-30,

the difference between the contractually required payments due and the cash flows expected to be collected, considering the impact of prepayments, is referred to as the

non-accretable

difference (the credit mark). The credit mark is not recognized in income. The remaining credit mark was $30.60 million and $38.53 million at ~~June~~September 30, 2019 and December 31, 2018, respectively. For further details regarding impaired loans, see Note 4 to the unaudited Notes to Consolidated Financial Statements.

United maintains an allowance for loan losses and a reserve for lending-related commitments. The combined allowance for loan losses and reserve for lending-related commitments are referred to as the allowance for credit losses. At ~~June~~September 30, 2019, the allowance for credit losses was ~~$78.15~~$78.87 million as compared to $78.09 million at December 31, 2018.

At ~~June~~September 30, 2019, the allowance for loan losses was ~~$76.40~~$77.10 million as compared to $76.70 million at December 31, 2018. As a percentage of loans, net of unearned income, the allowance for loan losses was ~~0.56%~~0.57% at ~~June~~September 30, 2019 and 0.57% at December 31, 2018. The ratio of the allowance for loan losses to nonperforming loans or coverage ratio was ~~53.58%~~54.96% and 53.71% at ~~June~~September 30, 2019 and December 31, 2018, respectively. The Company’s detailed methodology and analysis indicated a minimal increase in the allowance for loan losses primarily because of the offsetting factors of changes within historical loss rates and reduced loss allocations on impaired loans.

Allocations are made for specific commercial loans based upon management’s estimate of the borrowers’ ability to repay and other factors impacting collectibility. Other commercial loans not specifically reviewed on an individual basis are evaluated based on historical loss percentages applied to loan pools that have been segregated by risk. Allocations for loans other than commercial loans are made based upon historical loss experience adjusted for current environmental conditions. The allowance for credit losses includes estimated probable inherent but unidentified losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet fully manifested themselves in loss allocation factors. In addition, a portion of the allowance accounts for the inherent imprecision in the allowance for credit losses analysis.

United’s review of the allowance for loan losses at ~~June~~September 30, 2019 produced increased allocations in two of the four loan categories. The allocation related to the commercial, financial and agricultural loan pool increased ~~$3.02~~$5.27 million due to an increase in historical loss rates as a result of aseveral significant

~~charge-off~~

charge-offs recognized in the first ~~half~~nine months of 2019 as well as downgrade of a ~~$39~~$46.80 million ~~loan~~relationship from a pass-rating to a special mention-rating with a higher loss rate. The consumer loan pool experienced ~~a minimal~~an increase of ~~$27~~$203 thousand due to an increase in outstanding loan balances. Offsetting these increases was a decrease in the residential real estate loan pool allocation of ~~$2.28~~$3.14 million due to a decrease in historical loss rates as well as reduction in specific allocations associated with improved collateral position on a large relationship. The real estate construction and development loan pool allocation decreased ~~$1.07~~$1.81 million primarily due to a decrease in historical loss rates. In summary, the overall level of the allowance for loan losses was relatively stable in comparison to

year-end

2018 as a result of offsetting factors within the portfolio as described above.

Table of Contents

An allowance is established for probable credit losses on impaired loans via specific allocations. Nonperforming commercial loans and leases are regularly reviewed to identify impairment. A loan or lease is impaired when, based on current information and events, it is probable that the Company will not be able to collect all amounts contractually due. Measuring impairment of a loan requires judgment and estimates, and the eventual outcomes may differ from those estimates. Impairment is measured based upon the present value of expected future cash flows from the loan

~~Table of Contents~~

discounted at the loan’s effective rate, the loan’s observable market price or the fair value of collateral if the loan is collateral dependent. When the selected measure is less than the recorded investment in the loan, an impairment has occurred. The allowance for impaired loans was ~~$14.06~~$14.79 million at ~~June~~September 30, 2019 and $28.36 million at December 31, 2018. In comparison to the prior

year-end,

this element of the allowance decreased by ~~$14.30~~$13.57 million primarily due to decreased specific allocations for commercial, financial & agricultural loans.

Management believes that the allowance for credit losses of ~~$78.15~~$78.88 million at ~~June~~September 30, 2019 is adequate to provide for probable losses on existing loans and lending-related commitments based on information currently available. United’s loan administration policies are focused on the risk characteristics of the loan portfolio in terms of loan approval and credit quality. The commercial loan portfolio is monitored for possible concentrations of credit in one or more industries. Management has lending limits as a percentage of capital per type of credit concentration in an effort to ensure adequate diversification within the portfolio. Most of United’s commercial loans are secured by real estate located in West Virginia, southeastern Ohio, Pennsylvania, Virginia, Maryland and the District of Columbia. It is the opinion of management that these commercial loans do not pose any unusual risks and that adequate consideration has been given to these loans in establishing the allowance for credit losses.

Management is not aware of any potential problem loans, trends or uncertainties, which it reasonably expects, will materially impact future operating results, liquidity, or capital resources which have not been disclosed. Additionally, management has disclosed all known material credits, which cause management to have serious doubts as to the ability of such borrowers to comply with the loan repayment schedules.

Other Income

Other income consists of all revenues, which are not included in interest and fee income related to earning assets. Noninterest income has been and will continue to be an important factor for improving United’s profitability. Recognizing the importance, management continues to evaluate areas where noninterest income can be enhanced.

Noninterest income for the ~~second~~third quarter of 2019 was ~~$39.80~~$42.22 million, an increase of ~~$3.79~~$10.54 million or ~~10.52%~~33.26% from the ~~second~~third quarter of 2018. Noninterest income for the first ~~half~~nine months of 2019 was ~~$71.02~~$113.24 million, which was an increase of ~~$3.82~~$14.36 million or ~~5.68%~~14.52% from the first ~~half~~nine months of 2018.

Income from mortgage banking activities totaled ~~$21.70~~$24.02 million for the ~~second~~third quarter of 2019 compared to ~~$18.69~~$13.28 million for the same period of 2018. ~~For the first half of 2019 and 2018, income from mortgage banking activities was $35.39 million and $33.26 million, respectively.~~ The increase for the ~~second~~third quarter of 2019 was due primarily to increased production and sales of mortgage loans in the secondary market by United’s mortgage banking subsidiary, George Mason Mortgage, LLC (George Mason). For the three months ended September 30, 2019 and 2018, mortgage loan sales were $821.03 million and $528.43 million, respectively. For the first nine months of 2019 and 2018, income from mortgage banking activities was $59.40 million and $46.54 million, respectively. The increase for the first ~~half~~nine months of 2019 was due mainly to an increase of ~~$2.12~~$12.87 million in income from mortgage banking activities ~~due mainly to a change in fair value of $4.25 million on George Mason’s interest rate lock commitments~~primarily due to increased loan originations and a higher ~~locked pipeline.~~realized gain on sale margin by George Mason. For the ~~three~~nine months ended ~~June~~September 30, 2019 and 2018, mortgage loan sales were ~~$585.40 million~~$1.76 billion and ~~$484.79 million, respectively. For the six months ended June 30, 2019 and 2018, mortgage loan sales were $934.88 million and $1.05~~$1.58 billion, respectively.

Fees from brokerage services for the second quarter and first half of 2019 increased $813 thousand and $1.11 million from the second quarter and first half of 2018, respectively, due to increased volume.

Fees from trust services for the first ~~half~~nine months of 2019 increased ~~$507~~$731 thousand from the first ~~half~~nine months of 2018 due to an increase in managed assets.

~~Bankcard fees~~Fees from brokerage services for ~~the~~ first ~~half~~nine months of 2019 ~~decreased $577~~increased $704 thousand from the first ~~half~~nine months of 2018 due to ~~decreased~~increased volume.

Table of Contents

Income from bank-owned life insurance for first nine months of 2019 increased $657 thousand due to the recognition of $600 thousand in death benefits in the first quarter of 2019.

Bankcard fees for the first nine months of 2019 decreased $864 thousand from the first nine months of 2018 due to a decline in interchange income from decreased volume.

On a linked-quarter basis, noninterest income for the ~~second~~third quarter of 2019 increased ~~$8.57~~$2.43 million or ~~27.45%~~6.10% from the ~~first~~second quarter of ~~2019~~2019. The increase was due mainly to an increase of ~~$8.02~~$2.32 million in income from mortgage banking ~~activities. The increase was~~activities due mainly to increased production and sales of mortgage loans in the secondary market by George Mason. In addition, fees from deposit services increased $411 thousand due to increased income from debit card and overdraft fees. Partially offsetting the increases was a decrease of $501 thousand in income from bank-owned life insurance resulting due to the recognition of proceeds from death benefits in the first quarter of 2019.

Other Expenses

Just as management continues to evaluate areas where noninterest income can be enhanced, it strives to improve the efficiency of its operations to reduce costs. Other expenses include all items of expense other than interest expense, the provision for loan losses, and income taxes. Noninterest expense increased ~~$6.79~~$2.82 million or ~~7.26%~~3.02% for the ~~second~~third quarter of 2019 compared to the same period in ~~2018.~~2018 due primarily to increased employee compensation. For the first ~~six~~nine months of 2019, noninterest expense increased ~~$5.76~~$8.58 million or ~~3.13%~~3.09% from the first ~~six~~nine months of ~~2018. These increases were~~2018 due mainly to the recognition of $5.11 million in penalties to prepay FHLB advances during the second quarter of 2019.

Employee compensation for the ~~second~~third quarter of 2019 increased ~~$1.18~~$5.00 million or ~~2.74%~~12.11% from the ~~second~~third quarter of 2018. The increase in employee compensation for the ~~second~~third quarter of 2019 was due mainly to higher employee incentives. Employee compensation for the first nine months of 2019 increased $4.30 million or 3.43% from the first nine months of 2018 due mainly to higher employee incentives expense.

Employee benefits expense for ~~the second quarter and~~ first ~~six~~nine months of 2019 decreased ~~$720~~$890 thousand or ~~7.74% and $860 thousand or 4.56%, respectively,~~3.23% from the same time ~~periods~~period in 2018. The ~~decreases were~~decrease was due primarily to a decline in pension expense.

Net occupancy expense decreased ~~$409~~$575 thousand or ~~4.51%~~6.20% and ~~$1.09~~$1.66 million or ~~5.86%~~5.98% for the ~~second~~third quarter and first ~~six~~nine months of 2019, respectively, as compared to the same periods in the prior year. The ~~decrease was~~decreases were due mainly to a decline in building rental expense due to fewer ~~offices since the first half of 2018.~~offices.

Data processing expense decreased ~~$938 thousand~~$1.23 million or ~~8.04%~~6.94% for the first ~~half~~nine months of 2019 as compared to the first ~~half~~nine months of 2018 due to lower fees from a new contract.

Federal Deposit Insurance Corporation (FDIC) insurance expense for the ~~second~~third quarter and first ~~half~~nine months of 2019 ~~increased $458 thousand~~decreased $3.07 million and ~~$1.91~~$1.16 million, respectively, from the same periods in 2018 ~~as United Bank is now considered~~resulting from a ~~large institution and subject to increased~~small bank assessment ~~rates.~~credit.

Other real estate owned (OREO) expense for the third quarter and first ~~half~~nine months of 2019 increased ~~$547~~$916 thousand or ~~36.42%~~99.46% and $1.46 million or 60.38% from the third quarter and first ~~half~~nine months of 2018 due to ~~combination of higher net losses on sales~~a decline in the fair value of OREO ~~properties, more declines in the values of OREO properties and increased maintenance costs.~~

~~Equipment expense for the first half of 2019 increased $554 thousand or 8.61% from the first half of 2018 due to increased maintenance costs.~~properties.

Other expense for the ~~second~~third quarter and first ~~half~~nine months of 2019 increased ~~$979 thousand or 5.17% and $1.25~~$1.07 million or ~~3.35%~~5.57% and $2.32 million or 4.10% from the ~~second~~third quarter and first ~~half~~nine months of 2018, respectively due mainly to the

write-off

of income tax credits.

Table of Contents

On a linked-quarter basis, noninterest expense for the ~~second~~third quarter of 2019 ~~increased $10.77~~decreased $4.06 million or ~~12.04%~~4.05% from the ~~first~~second quarter of 2019 due in large part to the previously mentioned prepayment penalties on FHLB advances of $5.11 ~~million.~~million in the second quarter. In addition, FDIC insurance expense declined $2.84 million resulting from the small bank assessment credit. Partially offsetting these decreases were increases of $2.01 million in employee compensation ~~increased $5.35 million as a result of higher~~due mainly to an increase in employee commissions expense related to anthe increase in production and sales of mortgage loans at George Mason and ~~other expense increased $1.30~~$1.20 million ~~due primarily to increased consulting and legal expenses. Partially offsetting these increases were decreases of $853 thousand~~ in ~~employee benefits due mainly to a decline in pension expense and $783 thousand in other real estate owned (OREO)~~OREO expense due to ~~fewer~~ declines in the values of OREO properties.

~~Table of Contents~~

Income Taxes

For the ~~second~~third quarter and first ~~half~~nine months of 2019, income tax expense was ~~$17.53~~$17.01 million and ~~$34.86~~$51.87 million, respectively, as compared to ~~$19.24~~$17.93 million and ~~$37.14~~$55.07 million, respectively, ~~in second~~for third quarter and first ~~half~~nine months of 2018. The decreases in 2019 were mainly due to a decline in the effective tax rate due in large part to the previously mentioned income tax credits. On a linked-quarter basis, income tax expense for the third quarter of 2019 decreased $519 thousand from the second quarter of 2019 ~~increased $201 thousand from the first quarter of 2019 mainly~~ due to ~~higher earnings.~~a combination of lower earnings and a slightly lower effective tax rate. United’s effective tax rate was 20.50% for the third quarter of 2019, 21.77% for the third quarter of 2018 and 20.69% for the second quarter of ~~2019, 22.50% for the second quarter of 2018 and 21.40% for the first quarter of~~ 2019. For the first ~~half~~nine months of 2019 and 2018, United’s effective tax rate was ~~21.04%~~20.86% and ~~22.49%~~22.25%, respectively. For further details related to income taxes, see Note 15 of the unaudited Notes to Consolidated Financial Statements contained within this document.

Contractual Obligations, Commitments, Contingent Liabilities and

Off-Balance

Sheet Arrangements

United has various financial obligations, including contractual obligations and commitments, that may require future cash payments. Please refer to United’s Annual Report on Form

10-K

for the year ended December 31, 2018 for disclosures with respect to United’s fixed and determinable contractual obligations. There have been no material changes outside the ordinary course of business since

year-end

2018 in the specified contractual obligations disclosed in United’s Annual Report on Form

10-K.

United also enters into derivative contracts, mainly to protect against adverse interest rate movements on the value of certain assets or liabilities, under which it is required to either pay cash to or receive cash from counterparties depending on changes in interest rates. Derivative contracts are carried at fair value and not notional value on the consolidated balance sheet. Because the derivative contracts recorded on the balance sheet at ~~June~~September 30, 2019 do not present the amounts that may ultimately be paid under these contracts, they are excluded from the contractual obligations table in the 2018 Form

10-K

report. Further discussion of derivative instruments is presented in Note 11 to the unaudited Notes to Consolidated Financial Statements.

United is a 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 loan commitments and standby letters of credit. United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for

on-balance

sheet instruments. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Further discussion of

off-balance

sheet commitments is included in Note 10 to the unaudited Notes to Consolidated Financial Statements.

Liquidity

In the opinion of management, United maintains liquidity that is sufficient to satisfy its depositors’ requirements and the credit needs of its customers. Like all banks, United depends upon its ability to renew maturing deposits and other liabilities on a daily basis and to acquire new funds in a variety of markets. A significant source of funds available to United is “core deposits”. Core deposits include certain demand deposits, statement and special savings and NOW accounts. These deposits are relatively stable, and they are the lowest cost source of funds available to United.

Table of Contents

Short-term borrowings have also been a significant source of funds. These include federal funds purchased and securities sold under agreements to repurchase as well as advances from the FHLB. Repurchase agreements represent funds which are obtained as the result of a competitive bidding process.

~~Table of Contents~~

Liquid assets are cash and those items readily convertible to cash. All banks must maintain sufficient balances of cash and near-cash items to meet the

day-to-day

demands of customers and United’s cash needs. Other than cash and due from banks, the available for sale securities portfolio and maturing loans are the primary sources of liquidity.

The goal of liquidity management is to ensure the ability to access funding which enables United to efficiently satisfy the cash flow requirements of depositors and borrowers and meet United’s cash needs. Liquidity is managed by monitoring funds’ availability from a number of primary sources. Substantial funding is available from cash and cash equivalents, unused short-term borrowing and a geographically dispersed network of branches providing access to a diversified and substantial retail deposit market.

Short-term needs can be met through a wide array of outside sources such as correspondent and downstream correspondent federal funds and utilization of Federal Home Loan Bank advances.

Other sources of liquidity available to United to provide long-term as well as short-term funding alternatives, in addition to FHLB advances, are long-term certificates of deposit, lines of credit, borrowings that are secured by bank premises or stock of ~~United��s~~United’s subsidiaries and issuances of trust preferred securities. In the normal course of business, United through its Asset Liability Committee evaluates these as well as other alternative funding strategies that may be utilized to meet short-term and long-term funding needs.

For the ~~six~~nine months ended ~~June~~September 30, 2019, cash of ~~$31.79~~$90.96 million was provided by operating activities due mainly to net income of ~~$130.85~~$196.81 million for the first ~~six~~nine months. Partially offsetting net income were net originations of ~~$120.75~~$102.94 million in mortgage loans held for sale. Net cash of ~~$177.36~~$286.85 million was used in investing activities which was primarily due to net loan growth of ~~$203.90~~$205.48 million ~~partially offset by $23.70~~and net purchases of $82.27 million ofin investments over net proceeds ~~on sales of investments over purchases.~~from sales. During the first ~~six~~nine months of 2019, net cash of ~~$378.75~~$151.65 million was provided by financing activities due primarily to net growth of ~~$409.73~~$101.26 million in deposits and net advances of ~~$285.00~~$210.00 million in long-term FHLB advances. These funding activities were partially offset by ~~a net repayment of $229.17 million in short-term borrowings and~~ cash ~~dividends~~ paid of ~~$69.73~~$104.42 million for dividends and $34.50 million for the repurchase of common stock for the first ~~six~~nine months of 2019. The net effect of the cash flow activities was ~~an increase~~a decrease in cash and cash equivalents of ~~$233.18~~$44.24 million for the first ~~six~~nine months of 2019.

United anticipates it can meet its obligations over the next 12 months and has no material commitments for capital expenditures. There are no known trends, demands, commitments, or events that will result in or that are reasonably likely to result in United’s liquidity increasing or decreasing in any material way. United also has lines of credit available. See Notes 8 and 9 to the accompanying unaudited Notes to Consolidated Financial Statements for more details regarding the amounts available to United under lines of credit.

The Asset Liability Committee monitors liquidity to ascertain that a liquidity position within certain prescribed parameters is maintained. No changes are anticipated in the policies of United’s Asset Liability Committee.

Capital Resources

United’s capital position is financially sound. United seeks to maintain a proper relationship between capital and total assets to support growth and sustain earnings. United has historically generated attractive returns on shareholders’ equity. United is well-capitalized based upon regulatory guidelines. United’s risk-based capital ratio is ~~14.32%~~14.44% at ~~June~~September 30, 2019 while its Common Equity Tier 1 capital, Tier 1 capital and leverage ratios are ~~12.17%~~12.28%, ~~12.17%~~12.28% and ~~10.18%~~10.20%, respectively. The regulatory requirements for a well-capitalized financial institution are a risk-based capital ratio of 10.0%, a Common Equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8.0% and a leverage ratio of 5.0%.

Table of Contents

Total shareholders’ equity was ~~$3.33~~$3.35 billion at ~~June~~September 30, 2019, which was an increase of ~~$82.23~~$102.72 million or ~~2.53%~~3.16% from December 31, 2018. This increase was primarily due to the retention of earnings.

~~Table of Contents~~

United’s equity to assets ratio was ~~16.77%~~16.98% at ~~June~~September 30, 2019 as compared to 16.89% at December 31, 2018. The primary capital ratio, capital and reserves to total assets and reserves, was ~~17.09%~~17.31% at ~~June~~September 30, 2019 as compared to 17.23% at December 31, 2018. United’s average equity to average asset ratio was ~~17.02%~~17.08% for the ~~second~~third quarter of 2019 as compared to ~~17.51%~~17.13% the ~~second~~third quarter of 2018. United’s average equity to average asset ratio was also ~~17.02%~~17.04% for the first ~~half~~nine months of 2019 as compared to ~~17.58%~~17.43% for the first ~~half~~nine months of 2018. All of these financial measurements reflect a financially sound position.

During the ~~second~~third quarter of 2019, United’s Board of Directors declared a cash dividend of $0.34 per share. Cash dividends were ~~$0.68~~$1.02 per common share for the first ~~six~~nine months of 2019. Total cash dividends declared were ~~$34.69~~$34.52 million for the ~~second~~third quarter of 2019 and ~~$69.45~~$103.97 million for the first ~~six~~nine months of 2019 as compared to ~~$35.58~~$35.30 million for the ~~second~~third quarter of 2018 and ~~$71.33~~$106.64 million for the first ~~six~~nine months of 2018.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The objective of United’s Asset Liability Management function is to maintain consistent growth in net interest income within United’s policy guidelines. This objective is accomplished through the management of balance sheet liquidity and interest rate risk exposures due to changes in economic conditions, interest rate levels and customer preferences.

Interest Rate Risk

Management considers interest rate risk to be United’s most significant market risk. Interest rate risk is the exposure to adverse changes in United’s net interest income as a result of changes in interest rates. United’s earnings are largely dependent on the effective management of interest rate risk.

Management of interest rate risk focuses on maintaining consistent growth in net interest income within Board-approved policy limits. United’s Asset/Liability Management Committee (ALCO), which includes senior management representatives and reports to the Board of Directors, monitors and manages interest rate risk to maintain an acceptable level of change to net interest income as a result of changes in interest rates. Policy established for interest rate risk is stated in terms of the change in net interest income over a

one-year

and

two-year

horizon given an immediate and sustained increase or decrease in interest rates. The current limits approved by the Board of Directors are structured on a staged basis with each stage requiring specific actions.

United employs a variety of measurement techniques to identify and manage its exposure to changing interest rates. One such technique utilizes an earnings simulation model to analyze the sensitivity of net interest income to movements in interest rates. The model is based on actual cash flows and repricing characteristics for on and

off-balance

sheet instruments and incorporates market-based assumptions regarding the impact of changing interest rates on the prepayment rate of certain assets and liabilities. The model also includes executive management projections for activity levels in product lines offered by United. Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model. Rate scenarios could involve parallel or nonparallel shifts in the yield curve, depending on historical, current, and expected conditions, as well as the need to capture any material effects of explicit or embedded options. These assumptions are inherently uncertain and, as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management’s strategies.

Table of Contents

Interest sensitive assets and liabilities are defined as those assets or liabilities that mature or are repriced within a designated time frame. The principal function of managing interest rate risk is to maintain an appropriate relationship between those assets and liabilities that are sensitive to changing market interest rates. The difference between rate sensitive assets and rate sensitive liabilities for specified periods of time is known as the “GAP.” Earnings-simulation analysis captures not only the potential of these interest sensitive assets and liabilities to mature or reprice, but also the probability that they will do so. Moreover, earnings-simulation analysis considers the relative sensitivities of these

~~Table of Contents~~

balance sheet items and projects their behavior over an extended period of time. United closely monitors the sensitivity of its assets and liabilities on an

on-going

basis and projects the effect of various interest rate changes on its net interest margin.

The following table shows United’s estimated earnings sensitivity profile as of ~~June~~September 30, 2019 and December 31, 2018:

Change in Interest Rates (basis points)

Percentage Change in Net Interest Income

June 30,
2019

December 31,
2018

+200

(1.97
%)
(2.71
%)
+100

(0.70
%)
(1.29
%)
-100

0.44
%
0.97
%
-200

(1.80
%)
(0.97
%)


Change in Interest Rates (basis points)	Percentage Change in Net Interest Income
Change in Interest Rates (basis points)	September 30, 2019			December 31, 2018
+200		(1.09	%)		(2.71	%)
+100		(0.33	%)		(1.29	%)
-100		0.21	%		0.97	%
-200		(1.26	%)		(0.97	%)

At ~~June~~September 30, 2019, given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to decrease by ~~0.70%~~0.33% over one year as compared to a decrease of 1.29% at December 31, 2018. A 200 basis point immediate, sustained upward shock in the yield curve would decrease net interest income by an estimated ~~1.97%~~1.09% over one year as of ~~June~~September 30, 2019, as compared to a decrease of 2.71% as of December 31, 2018. A 100 basis point immediate, sustained downward shock in the yield curve would increase net interest income by an estimated ~~0.44%~~0.21% over one year as of ~~June~~September 30, ~~2018~~2019 as compared to an increase of 0.97%, over one year as of December 31, 2018. A 200 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated ~~1.80%~~1.26% over one year as of ~~June~~September 30, 2019 as compared to a decrease of 0.97% over one year as of December 31, 2018.

In addition to the one year earnings sensitivity analysis, a

two-year

analysis is also performed. Compared to the one year analysis, United is projected to show improved performance in year two within the upward rate shock scenarios. Given an immediate, sustained 100 basis point upward shock to the yield curve used in the simulation model, net interest income for United is estimated to increase by ~~1.78%~~1.93% in year two as of ~~June~~September 30, 2019. A 200 basis point immediate, sustained upward shock in the yield curve would increase net interest income by an estimated ~~2.83%~~3.04% in year two as of ~~June~~September 30, 2019. A 100 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated ~~2.85%~~2.90% in year two as of ~~June~~September 30, 2019. A 200 basis point immediate, sustained downward shock in the yield curve would decrease net interest income by an estimated ~~8.15%~~6.82% in year two as of ~~June~~September 30, 2019.

This analysis does not include the potential increased refinancing activities, which should lessen the negative impact on net income from falling rates. While it is unlikely market rates would immediately move 100 or 200 basis points upward or downward on a sustained basis, this is another tool used by management and the Board of Directors to gauge interest rate risk. All of these estimated changes in net interest income are and were within the policy guidelines established by the Board of Directors.

To further aid in interest rate management, United’s subsidiary bank is a member of the Federal Home Loan Bank (FHLB). The use of FHLB advances provides United with a low risk means of matching maturities of earning assets and interest-bearing funds to achieve a desired interest rate spread over the life of the earning assets. In addition, United uses credit with large regional banks and trust preferred securities to provide funding.

Table of Contents

As part of its interest rate risk management strategy, United may use derivative instruments to protect against adverse price or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives commonly consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. Interest rate swaps obligate two parties to exchange one or more payments generally calculated with reference to a fixed or variable rate of interest applied to the notional amount. United accounts for its derivative activities in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.”

~~Table of Contents~~

Extension Risk

A key feature of most mortgage loans is the ability of the borrower to repay principal earlier than scheduled. This is called a prepayment. Prepayments arise primarily due to sale of the underlying property, refinancing, or foreclosure. In general, declining interest rates tend to increase prepayments, and rising interest rates tend to slow prepayments. Like other fixed-income securities, when interest rates rise, the value of mortgage- related securities generally declines. The rate of prepayments on underlying mortgages will affect the price and volatility of mortgage-related securities and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If interest rates rise, United’s holdings of mortgage-related securities may experience reduced returns if the borrowers of the underlying mortgages pay off their mortgages later than anticipated. This is generally referred to as extension risk.

At ~~June~~September 30, 2019, United’s mortgage related securities portfolio had an amortized cost of ~~$1.4~~$1.5 billion, of which approximately $1$1.1 billion or ~~73%~~75% were fixed rate collateralized mortgage obligations (CMOs). These fixed rate CMOs consisted primarily of planned amortization class (PACs),

sequential-pay

and accretion directed (VADMs) bonds having an average life of approximately ~~3.4~~3.6 years and a weighted average yield of ~~2.75%~~2.70%, under current projected prepayment assumptions. These securities are expected to have very little extension risk in a rising rate environment. Current models show that an immediate, sustained upward shock of 300 basis points, the average life of these securities would only extend to ~~4.1~~4.5 years. The projected price decline of the fixed rate CMO portfolio in rates up 300 basis points would be ~~9.8%~~10.3%, or less than the price decline of a

year treasury note. By comparison, the price decline of a

30-year

current coupon mortgage backed security (MBS) given an immediate, sustained upward shock of 300 basis points would be approximately 15.1%.

United had approximately ~~$182~~$162 million in balloon and other securities with a projected yield of ~~2.41%~~2.56% and a projected average life of ~~4.1~~4.3 years on ~~June~~September 30, 2019. This portfolio consisted primarily of Fannie Mae Delegated Underwriting and Servicing (DUS) mortgage backed securities (MBS) with a weighted average loan age (WALA) of ~~4.6~~5 years and a weighted average maturity (WAM) of ~~4.4~~4.7 years.

United had approximately ~~$23~~$22 million in

15-year

mortgage backed securities with a projected yield of ~~3.00%~~2.99% and a projected average life of ~~3.2~~3.1 years as of ~~June~~September 30, 2019. This portfolio consisted of seasoned

15-year

mortgage paper with a weighted average loan age (WALA) of ~~7.1~~7.3 years and a weighted average maturity (WAM) of 109.9 years.

United had approximately ~~$47~~$45 million in

20-year

mortgage backed securities with a projected yield of ~~2.71%~~2.70% and a projected average life of ~~4.5~~4.2 years on ~~June~~September 30, 2019. This portfolio consisted of seasoned

20-year

mortgage paper with a weighted average loan age (WALA) of ~~5.8~~6.1 years and a weighted average maturity (WAM) of ~~13.7~~13.4 years.

United had approximately ~~$57~~$53 million in

30-year

mortgage backed securities with a projected yield of ~~2.90%~~2.87% and a projected average life of ~~5.4~~4.9 years on ~~June~~September 30, 2019. This portfolio consisted of seasoned

30-year

mortgage paper and Home Equity Conversion Mortgages with a weighted average loan age (WALA) of ~~2.8~~2.9 years and a weighted average maturity (WAM) of ~~27.4~~27.3 years.

The remaining 6%7% of the mortgage related securities portfolio at ~~June~~September 30, 2019, included adjustable rate securities (ARMs),

10-year

mortgage backed pass-through securities and other fixed rate mortgage backed securities.

Table of Contents

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of ~~June~~September 30, 2019, an evaluation was performed under the supervision of and with the participation of United’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of United’s disclosure controls and procedures. Based on that evaluation, United’s management, including the CEO and CFO, concluded that United’s disclosure controls and procedures as of ~~June~~September 30, 2019 were effective in ensuring that information required to be disclosed in the Quarterly Report on Form

10-Q

was recorded, processed, summarized and reported within the time period required by the Securities and Exchange Commission’s rules and forms.

Limitations on the Effectiveness of Controls

United’s management, including the CEO and CFO, does not expect that United’s disclosure controls and internal controls will prevent all errors and fraud. While United’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objective, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

Changes in Internal Controls

There have been no changes in United’s internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2019, or in other factors that have materially affected or are reasonably likely to materially affect United’s internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

Item 1A.

RISK FACTORS

In addition to the other information set forth in this report, please refer to United’s Annual Report on Form

10-K

for the year ended December 31, 2018 for disclosures with respect to United’s risk factors which could materially affect United’s business, financial condition or future results. The risks described in the Annual Report on Form

10-K

are not the only risks facing United. Additional risks and uncertainties not currently known to United or that United currently deems to be immaterial also may materially adversely affect United’s business, financial condition and/or operating results. There are no material changes from the risk factors disclosed in United’s Annual Report on Form

10-K

for the year ended December 31, 2018.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There have been no United equity securities sales during the quarter ended ~~June~~September 30, 2019 that were not registered. The table below includes certain information regarding United’s purchase of its common shares during the quarter ended ~~June~~September 30, 2019:

Period

Total Number
of Shares
Purchased
(1) (2)

Average Price
Paid
per Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans (3)

Maximum Number
of Shares that May
Yet be Purchased
Under the Plans (3)

4/01 – 4/30/2019

31,500
$
36.19

31,500

2,096,500

5/01 – 5/31/2019

15,004
$
36.50

15,000

2,081,500

6/01 – 6/30/2019

120,100
$
36.17

120,100

1,961,400

Total

166,604
$
36.20

166,600


Period	Total Number of Shares Purchased (1) (2)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans (3)		Maximum Number of Shares that May Yet be Purchased Under the Plans (3)
7/01 – 7/31/2019		95,100	$	36.35		95,100		1,866,300
8/01 – 8/31/2019		326,104	$	35.78		326,100		1,504,200
9/01 – 9/30/2019		35,200	$	36.06		35,200		1,505,000

Total		456,404	$	35.92		456,400

(1)

Includes shares exchanged in connection with the exercise of stock options and the vesting of restricted shares under United’s long-term incentive plans. Shares are purchased or vested pursuant to the terms of the applicable plan and not pursuant to a publicly announced stock repurchase plan. NoFor the quarter ended September 30, 2019, 93,117 shares were exchanged by participants in United’s ~~long-term incentive~~stock option plans ~~for the quarter ended June 30, 2019.~~at an average price of $38.97.

(2)

Includes shares purchased in open market transactions by United for a rabbi trust to provide payment of benefits under a deferred compensation plan for certain key officers of United and its subsidiaries. For the quarter ended ~~June~~September 30, 2019, the following shares were purchased for the deferred compensation plan: ~~May~~August 2019 – 4 shares at an average price of ~~$37.49.~~$36.92.

(3)

In November of 2018, United’s Board of Directors approved a repurchase plan to repurchase up to 3,352,000 shares of United’s common stock on the open market (the 2018 Plan). The timing, price and quantity of purchases under the plans are at the discretion of management and the plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances. The 2018 Plan has an expiration date of November 7, 2019. In October of 2019, United’s Board of Directors approved a new repurchase plan to repurchase up to 4,000,000 shares of United’s common stock on the open market (the 2019 Plan) once the 2018 Plan expires.

Table of Contents

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

MINE SAFETY DISCLOSURES

None.

Item 5.

OTHER INFORMATION

(a)

None.

(b)

No changes were made to the procedures by which security holders may recommend nominees to United’s Board of Directors.

Item 6.

~~Item 6.~~ EXHIBITS

Index to exhibits required by Item 601 of Regulation

S-K


Exhibit No.		Description

	2.1	Agreement and Plan of Reorganization by and among United Bankshares, UBV Holding Company, LLC and Cardinal Financial Corporation (incorporated into this filing by reference to Exhibit 2.1 to the Form 8-K dated August 17, 2016 and filed August 18, 2016 for United Bankshares, Inc., File No. 0-13322)

	3.1	Articles of Incorporation (incorporated into this filing by reference to a Quarterly Report on Form 10-Q dated March 31, 2017 and filed May 9, 2017 for United Bankshares, Inc., File No.0-13322)

	3.2	Bylaws (incorporated into this filing by reference to a Current Report on Form 8-K dated January 25, 2010 and filed January 29, 2010 for United Bankshares, Inc., File No.0-13322)

	31.1	Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer (filed herewith)

	31.2	Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer (filed herewith)

	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer (furnished herewith)

	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer (furnished herewith)

	101	Interactive data file (Inline XBRL) (filed herewith)

	104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 has been formatted in Inline XBRL

Table of Contents

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 BANKSHARES, INC.
		(Registrant)

Date:	~~August 9,~~November 8, 2019	/s/ Richard M. Adams
		Richard M. Adams, Chairman of the Board and Chief Executive Officer

Date:	~~August 9,~~November 8, 2019	/s/ W. Mark Tatterson
		W. Mark Tatterson, Executive Vice President and Chief Financial Officer


	June 30 2019			December 31 2018
	(Unaudited)			(Note 1)
Assets
Cash and due from banks	$	198,171		$	187,886
Interest-bearing deposits with other banks		1,054,589			831,707
Federal funds sold		813			803

Total cash and cash equivalents		1,253,573			1,020,396
Securities available for sale at estimated fair value (amortized cost-$2,324,286 at June 30, 2019 and $2,360,884 at December 31, 2018)		2,345,791			2,337,039
Securities held to maturity (estimated fair value-$6,483 at June 30, 2019 and $18,655 at December 31, 2018)		6,461			19,999
Equity securities at estimated fair value		9,098			9,734
Other investment securities		201,912			176,955
Loans held for sale (at fair value-$365,440 at June 30, 2019 and $247,104 at December 31, 2018)		370,593			249,846
Loans		13,639,946			13,429,532
Less: Unearned income		(4,680	)		(7,310	)

Loans net of unearned income		13,635,266			13,422,222
Less: Allowance for loan losses		(76,400	)		(76,703	)

Net loans		13,558,866			13,345,519
Bank premises and equipment		94,545			95,245
Operating lease right-of-use assets		63,113			0
Goodwill		1,478,014			1,478,014
Accrued interest receivable		60,934			60,597
Other assets		439,639			457,154

TOTAL ASSETS	$	19,882,539		$	19,250,498


Liabilities
Deposits:
Noninterest-bearing	$	4,330,665		$	4,416,815
Interest-bearing		10,073,420			9,577,934

Total deposits		14,404,085			13,994,749
Borrowings:
Federal funds purchased		0			23,400
Securities sold under agreements to repurchase		122,159			152,927
Federal Home Loan Bank (FHLB) borrowings		1,548,032			1,439,198
Other long-term borrowings		235,535			234,905
Reserve for lending-related commitments		1,752			1,389
Operating lease liabilities		66,821			0
Accrued expenses and other liabilities		170,297			152,306

TOTAL LIABILITIES		16,548,681			15,998,874

Shareholders’ Equity
Preferred stock, $1.00 par value; Authorized-50,000,000 shares, none issued		0			0
Common stock, $2.50 par value; Authorized-200,000,000 shares; issued-105,413,508 and 105,239,121 at June 30, 2019 and December 31, 2018, respectively, including 3,450,478 and 2,915,633 shares in treasury at June 30, 2019 and December 31, 2018, respectively		263,534			263,098
Surplus		2,137,459			2,134,462
Retained earnings		1,073,390			1,013,037
Accumulated other comprehensive loss		(20,367	)		(57,019	)
Treasury stock, at cost		(120,158	)		(101,954	)

TOTAL SHAREHOLDERS’ EQUITY		3,333,858			3,251,624

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	19,882,539		$	19,250,498


	Six Months Ended June 30, 2018
											Accumulated
	Common Stock										Other						Total
			Par					Retained			Comprehensive			Treasury			Shareholders’
	Shares		Value		Surplus			Earnings			Income (Loss)			Stock			Equity
Balance at January 1, 2018		105,069,821	$	262,675	$	2,129,077		$	891,816		($	42,025	)	($	1,013	)	$	3,240,530
Cumulative effect of adopting Accounting Standard Update 2016-01		0		0		0			136			(136	)		0			0
Reclass due to adopting Accounting Standard Update 2018-02		0		0		0			6,353			(6,353	)		0			0
Comprehensive income:
Net income		0		0		0			61,706			0			0			61,706
Other comprehensive income, net of tax		0		0		0			0			(16,039	)		0			(16,039	)

Total comprehensive income, net of tax																		45,667
Stock based compensation expense		0		0		968			0			0			0			968
Purchase of treasury stock (10,842 shares)		0		0		0			0			0			(404	)		(404	)
Cash dividends ($0.34 per share)		0							(35,748	)		0			0			(35,748	)
Grant of restricted stock (97,004 shares)		97,004		243		(243	)		0			0			0			0
Forfeiture of restricted stock (683 shares)		0		0		27			0			0			(27	)		0
Common stock options exercised (15,043 shares)		15,043		37		263			0			0			0			300

Balance at March 31, 2018		105,181,868		262,955		2,130,092			924,263			(64,553	)		(1,444	)		3,251,313
Comprehensive income:
Net income		0		0		0			66,274			0			0			66,274
Other comprehensive income, net of tax		0		0		0			0			(5,448	)		0			(5,448	)

Total comprehensive income, net of tax																		60,826
Stock based compensation expense		0		0		1,024			0			0			0			1,024
Purchase of treasury stock (962,504 shares)		0		0		0			0			0			(35,580	)		(35,580	)
Cash dividends ($0.34 per share)		0		0		0			(35,584	)		0			0			(35,584	)
Forfeiture of restricted stock (2,170 shares)		0		0		82			0			0			(82	)		0
Common stock options exercised (27,046 shares)		27,046		67		499			0			0			0			566

Balance at June 30, 2018		105,208,914	$	263,022	$	2,131,697		$	954,953		$	(70,001	)	($	37,106	)	$	3,242,565


	June 30, 2019		December 31, 2018
Commercial, financial and agricultural:
Owner-occupied commercial real estate	$	1,239,954	$	1,291,790
Nonowner-occupied commercial real estate		4,194,064		4,303,613
Other commercial loans		2,021,953		1,957,641

Total commercial, financial & agricultural		7,455,971		7,553,044
Residential real estate		3,674,005		3,501,393
Construction & land development		1,464,064		1,410,468
Consumer:
Bankcard		9,380		10,203
Other consumer		1,036,526		954,424

Total gross loans	$	13,639,946	$	13,429,532


	Six Months Ended June 30, 2019
(In thousands)	Number of Contracts		Recorded Investment
Troubled Debt Restructurings
Commercial real estate:
Owner-occupied		0	$	0
Nonowner-occupied		0		0
Other commercial		1		1,321
Residential real estate		0		0
Construction & land development		0		0
Consumer:
Bankcard		0		0
Other consumer		0		0

Total		1	$	1,321


	30-89 Days Past Due		90 Days or more Past Due		Total Past Due		Current & Other (1)		Total Financing Receivables		Recorded Investment >90 Days & Accruing
Commercial real estate:
Owner-occupied	$	11,074	$	17,603	$	28,677	$	1,211,277	$	1,239,954	$	1,136
Nonowner-occupied		7,572		19,678		27,250		4,166,814		4,194,064		2,713
Other commercial		10,075		44,843		54,918		1,967,035		2,021,953		745
Residential real estate		33,514		32,418		65,932		3,608,073		3,674,005		7,069
Construction & land development		4,233		17,083		21,316		1,442,748		1,464,064		495
Consumer:
Bankcard		450		129		579		8,801		9,380		129
Other consumer		8,011		684		8,695		1,027,831		1,036,526		442

Total	$	74,929	$	132,438	$	207,367	$	13,432,579	$	13,639,946	$	12,729


As of June 30, 2019
	Commercial Real Estate				Other Commercial		Construction & Land Development
	Owner- occupied		Nonowner- occupied		Other Commercial		Construction & Land Development
Grade:
Pass	$	1,146,018	$	4,080,814	$	1,892,676	$	1,377,072
Special mention		33,082		37,946		55,345		11,038
Substandard		60,854		75,304		73,497		75,954
Doubtful		0		0		435		0

Total	$	1,239,954	$	4,194,064	$	2,021,953	$	1,464,064


As of December 31, 2018
	Commercial Real Estate				Other Commercial		Construction & Land Development
	Owner- occupied		Nonowner- occupied		Other Commercial		Construction & Land Development
Grade:
Pass	$	1,201,387	$	4,161,149	$	1,858,821	$	1,330,899
Special mention		34,487		46,442		14,424		28,629
Substandard		55,916		96,022		81,946		50,940
Doubtful		0		0		2,450		0

Total	$	1,291,790	$	4,303,613	$	1,957,641	$	1,410,468


	Impaired Loans
	For the Six Months Ended
	June 30, 2019				June 30, 2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial real estate:
Owner-occupied	$	67,911	$	911	$	75,592	$	739
Nonowner-occupied		78,529		708		116,941		328
Other commercial		48,536		614		50,587		470
Residential real estate		30,927		342		25,064		180
Construction & land development		36,828		417		48,699		197
Consumer:
Bankcard		0		0		0		0
Other consumer		28		0		26		0
With an allowance recorded:
Commercial real estate:
Owner-occupied	$	6,809	$	0	$	6,590	$	31
Nonowner-occupied		13,380		84		8,934		119
Other commercial		48,183		49		51,088		28
Residential real estate		16,175		140		11,266		21
Construction & land development		14,522		40		1,800		40
Consumer:
Bankcard		0		0		0		0
Other consumer		0		0		0		0
Total:
Commercial real estate:
Owner-occupied	$	74,720	$	911	$	82,182	$	770
Nonowner-occupied		91,909		792		125,875		447
Other commercial		96,719		663		101,675		498
Residential real estate		47,102		482		36,330		201
Construction & land development		51,350		457		50,499		237
Consumer:
Bankcard		0		0		0		0
Other consumer		28		0		26		0


			Fair Value at June 30, 2019 Using
Description	Balance as of June 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available for sale debt securities:
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	74,484	$	0	$	74,484	$	0
State and political subdivisions		181,259		0		181,259		0
Residential mortgage-backed securities
Agency		877,567		0		877,567		0
Non-agency		3,978		0		3,978		0
Commercial mortgage-backed securities
Agency		574,721		0		574,721		0
Asset-backed securities		268,854		0		268,854		0
Trust preferred collateralized debt obligations		5,413		0		0		5,413
Single issue trust preferred securities		16,844		0		16,844		0
Other corporate securities		342,671		6,712		335,959		0

Total available for sale securities		2,345,791		6,712		2,333,666		5,413
Equity securities:
Financial services industry		133		133		0		0
Equity mutual funds (1)		4,209		4,209		0		0
Other equity securities		4,756		4,756		0		0

Total equity securities		9,098		9,098		0		0


Description	Three Months Ended June 30, 2019		Three Months Ended June 30, 2018
Assets
Loans held for sale
Income from mortgage banking activities	$	4,578	$	3,929

Description	Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Assets
Loans held for sale
Income from mortgage banking activities	$	6,542	$	3,092


			Carrying value at June 30, 2019
Description	Balance as of June 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		YTD Gains (Losses)
Assets
Loans held for sale	$	5,153	$	0	$	5,153	$	0	$	(4	)
Impaired Loans		76,577		0		65,604		10,973		4,781
OREO		14,469		0		14,391		78		(340	)


					Fair Value Measurements
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative financial assets		8,619		8,619		0		492		8,127
Deposits		14,404,085		14,372,448		0		14,372,448		0
Short-term borrowings		122,159		122,159		0		122,159		0
Long-term borrowings		1,783,567		1,762,173		0		1,762,173		0
Derivative financial liabilities		5,622		5,622		0		5,622		0
December 31, 2018
Cash and cash equivalents	$	1,020,396	$	1,020,396	$	0	$	1,020,396	$	0
Securities available for sale		2,337,039		2,337,039		6,822		2,324,300		5,917
Securities held to maturity		19,999		18,655		0		15,635		3,020
Equity securities		9,734		9,734		9,734		0		0
Other securities		176,955		168,107		0		0		168,107
Loans held for sale		249,846		249,846		0		2,742		247,104
Loans		13,422,222		12,657,073		0		0		12,657,073
Derivative financial assets		6,504		6,504		0		2,401		4,103
Deposits		13,994,749		13,954,574		0		13,954,574		0
Short-term borrowings		351,327		351,327		0		351,327		0
Long-term borrowings		1,499,103		1,475,237		0		1,475,237		0
Derivative financial liabilities		3,002		3,002		0		3,002		0


	June 30		December 31
(Dollars in thousands)	2019		2018		$ Change			% Change
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	74,484	$	85,890	$	(11,406	)		(13.28	%)
State and political subdivisions		181,259		208,988		(27,729	)		(13.27	%)
Mortgage-backed securities		1,456,266		1,594,509		(138,243	)		(8.67	%)
Asset-backed securities		268,854		271,970		(3,116	)		(1.15	%)
Trust preferred collateralized debt obligations		5,413		5,917		(504	)		(8.52	%)
Single issue trust preferred securities		16,844		8,362		8,482			101.44	%
Corporate securities		342,671		161,403		181,268			112.31	%

Total available for sale securities, at fair value	$	2,345,791	$	2,337,039	$	8,752			0.37	%


The following table summarizes the changes in the held to maturity securities since year-end 2018:

	June 30		December 31
(Dollars in thousands)	2019		2018		$ Change			% Change
U.S. Treasury securities and obligations of U.S. Government corporations and agencies	$	5,015	$	5,074	$	(59	)		(1.16	%)
State and political subdivisions		1,426		5,473		(4,047	)		(73.94	%)
Mortgage-backed securities		0		20		(20	)		(100.00	%)
Single issue trust preferred securities		0		9,412		(9,412	)		(100.00	%)
Other corporate securities		20		20		0			0.00	%

Total held to maturity securities, at amortized cost	$	6,461	$	19,999	$	(13,538	)		(67.69	%)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company