LOANS AND LEASES

BancShares' accounting methods for loans and leases differ depending on whether they are purchased credit-impaired (PCI) or non-PCI. Non-PCI loans and leases include originated commercial, originated noncommercial, purchased non-impaired loans, purchased leases and certain purchased revolving credit. For purchased non-impaired loans to be included as non-PCI, it must be determined that the loans do not have a discount due, at least in part, to credit quality at the time of acquisition. Conversely, loans for which it is probable at acquisition that all required payments will not be collected in accordance with contractual terms are considered PCI loans. PCI loans are evaluated at acquisition and where a discount is required at least in part due to credit quality, the nonrevolving loans are accounted for under the guidance in ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. PCI loans and leases are recorded at fair value at the date of acquisition. No allowance for loan and lease losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk. An allowance is recorded if there is additional credit deterioration after the acquisition date.

BancShares reports PCI and non-PCI loan portfolios separately, and each portfolio is further divided into commercial and non-commercial based on the type of borrower, purpose, collateral, and/or our underlying credit management processes. Additionally, loans are assigned to loan classes, which further disaggregate loans based upon common risk characteristics.

Commercial – Commercial loans include construction and land development, mortgage, other commercial real estate, commercial and industrial, lease financing and other.

Construction and land development – Construction and land development consists of loans to finance land for development, investment, and use in a commercial business enterprise; multifamily apartments; and other commercial buildings that may be owner-occupied or income generating investments for the owner.

Commercial mortgage – Commercial mortgage consists of loans to purchase or refinance owner-occupied nonresidential and investment properties. Investment properties include office buildings and other facilities that are rented or leased to unrelated parties.

Other commercial real estate – Other commercial real estate consists of loans secured by farmland (including residential farms and other improvements) and multifamily (5 or more) residential properties.

Commercial and industrial – Commercial and industrial consists of loans or lines of credit to finance corporate credit cards, accounts receivable, inventory and other general business purposes.

Lease financing – Lease financing consists solely of lease financing agreements for business equipment, vehicles and other assets.

Other – Other consists of all other commercial loans not classified in one of the preceding classes. These typically include loans to non-profit organizations such as churches, hospitals, educational and charitable organizations.

Noncommercial – Noncommercial consist of residential and revolving mortgage, construction and land development, and consumer loans.

Residential mortgage – Residential real estate consists of loans to purchase, construct or refinance the borrower's primary dwelling, second residence or vacation home.

Revolving mortgage – Revolving mortgage consists of home equity lines of credit that are secured by first or second liens on the borrower's primary residence.

Construction and land development – Construction and land development consists of loans to construct the borrower's primary or secondary residence or vacant land upon which the owner intends to construct a dwelling at a future date.

Consumer – Consumer loans consist of installment loans to finance purchases of vehicles, unsecured home improvements, student loans and revolving lines of credit that can be secured or unsecured, including personal credit cards.

Loans and leases outstanding included the following at September 30, 2016 and December 31, 2015:



(Dollars in thousands)	September 30, 2016		December 31, 2015
Non-PCI loans and leases:
Commercial:
Construction and land development	$	642,158	$	620,352
Commercial mortgage	8,779,132		8,274,548
Other commercial real estate	346,030		321,021
Commercial and industrial	2,507,167		2,368,958
Lease financing	803,601		730,778
Other	326,348		314,832
Total commercial loans	13,404,436		12,630,489
Noncommercial:
Residential mortgage	2,813,914		2,695,985
Revolving mortgage	2,573,086		2,523,106
Construction and land development	234,383		220,073
Consumer	1,402,961		1,219,821
Total noncommercial loans	7,024,344		6,658,985
Total non-PCI loans and leases	20,428,780		19,289,474
PCI loans:
Commercial:
Construction and land development	23,138		33,880
Commercial mortgage	491,180		525,468
Other commercial real estate	14,783		17,076
Commercial and industrial	11,437		15,182
Other	3,167		2,008
Total commercial loans	543,705		593,614
Noncommercial:
Residential mortgage	278,872		302,158
Revolving mortgage	43,509		52,471
Construction and land development	83		—
Consumer	2,031		2,273
Total noncommercial loans	324,495		356,902
Total PCI loans	868,200		950,516
Total loans and leases	$	21,296,980	$	20,239,990

At September 30, 2016, $91.5 million of total loans and leases were covered under loss share agreements, compared to $272.6 million at December 31, 2015. The decline was primarily due to the expiration and termination of certain loss share agreements during 2016.

At September 30, 2016, $8.37 billion in noncovered loans with a lendable collateral value of $5.96 billion were used to secure $660.2 million in Federal Home Loan Bank (FHLB) of Atlanta advances, resulting in additional borrowing capacity of $5.29 billion. At December 31, 2015, $8.58 billion in noncovered loans with a lendable collateral value of $6.08 billion were used to secure $510.3 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $5.57 billion.

Net deferred fees on originated non-PCI loans and leases, including unearned income and unamortized costs, fees, premiums and discounts, were $8.8 million and $16.6 million at September 30, 2016 and December 31, 2015, respectively. The unamortized discount related to purchased non-PCI loans and leases in the Cordia transaction was $4.7 million at September 30, 2016. The unamortized discount related to purchased non-PCI loans and leases from the First Citizens Bancorporation, Inc. merger was $31.4 million and $41.1 million at September 30, 2016 and December 31, 2015, respectively. During the three months ended September 30, 2016 and September 30, 2015, accretion income on non-PCI loans was $3.6 million and $4.5 million, respectively. During the nine months ended September 30, 2016 and September 30, 2015, accretion income on non-PCI loans was $9.7 million and $15.6 million, respectively.

During the third quarter of 2016, certain residential mortgage loans totaling $64.3 million were sold, resulting in a gain of $3.8 million.

Credit quality indicators

Loans and leases are monitored for credit quality on a recurring basis. The credit quality indicators used are dependent on the portfolio segment to which the loan relates. Commercial and noncommercial loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segment being evaluated. The credit quality indicators for non-PCI and PCI commercial loans and leases are developed through a review of individual borrowers on an ongoing basis. Each commercial loan is evaluated annually with more frequent evaluation of more severely criticized loans or leases. The credit quality indicators for non-PCI and PCI noncommercial loans are based on the delinquency status of the borrower. As the borrower becomes more delinquent, the likelihood of loss increases. The indicators represent the rating for loans or leases as of the date presented based on the most recent assessment performed. These credit quality indicators are defined as follows:

Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.

Special mention – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.

Loss – Assets classified as loss are considered uncollectible and of such little value that it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to no potential for recovery or salvage value, but rather that it is not appropriate to defer a full charge-off even though partial recovery may be affected in the future.

Ungraded – Ungraded loans represent loans that are not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at September 30, 2016 and December 31, 2015 relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit. The remaining balance is comprised of a small amount of commercial mortgage and other commercial real estate loans.

Non-PCI loans and leases outstanding at September 30, 2016 and December 31, 2015 by credit quality indicator are provided below:



	September 30, 2016
(Dollars in thousands)	Non-PCI commercial loans and leases
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial		Lease financing		Other		Total non-PCI commercial loans and leases
Pass	$	639,530	$	8,558,376	$	341,038	$	2,347,031	$	795,879	$	322,292	$	13,004,146
Special mention	842		84,948		1,502		15,675		2,985		1,034		106,986
Substandard	1,786		133,316		2,347		20,585		4,737		2,793		165,564
Doubtful	—		377		—		15		—		229		621
Ungraded	—		2,115		1,143		123,861		—		—		127,119
Total	$	642,158	$	8,779,132	$	346,030	$	2,507,167	$	803,601	$	326,348	$	13,404,436

	December 31, 2015
	Non-PCI commercial loans and leases
	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial		Lease financing		Other		Total non-PCI commercial loans and leases
Pass	$	611,314	$	8,024,831	$	318,187	$	2,219,606	$	719,338	$	311,401	$	12,204,677
Special mention	5,191		100,220		475		19,361		4,869		1,905		132,021
Substandard	3,847		146,071		959		21,322		6,375		1,526		180,100
Doubtful	—		599		—		408		169		—		1,176
Ungraded	—		2,827		1,400		108,261		27		—		112,515
Total	$	620,352	$	8,274,548	$	321,021	$	2,368,958	$	730,778	$	314,832	$	12,630,489



	September 30, 2016
	Non-PCI noncommercial loans and leases
(Dollars in thousands)	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total non-PCI noncommercial loans and leases
Current	$	2,773,431	$	2,555,674	$	231,164	$	1,393,611	$	6,953,880
30-59 days past due	18,992		8,039		2,405		4,675		34,111
60-89 days past due	5,822		2,359		53		2,476		10,710
90 days or greater past due	15,669		7,014		761		2,199		25,643
Total	$	2,813,914	$	2,573,086	$	234,383	$	1,402,961	$	7,024,344

	December 31, 2015
	Non-PCI noncommercial loans and leases
	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total non-PCI noncommercial loans and leases
Current	$	2,651,209	$	2,502,065	$	214,555	$	1,210,832	$	6,578,661
30-59 days past due	23,960		11,706		3,211		5,545		44,422
60-89 days past due	7,536		3,704		669		1,822		13,731
90 days or greater past due	13,280		5,631		1,638		1,622		22,171
Total	$	2,695,985	$	2,523,106	$	220,073	$	1,219,821	$	6,658,985

PCI loans outstanding at September 30, 2016 and December 31, 2015 by credit quality indicator are provided below:



	September 30, 2016
(Dollars in thousands)	PCI commercial loans
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial		Other		Total PCI commercial loans
Pass	$	11,740	$	255,822	$	9,891	$	6,679	$	2,040	$	286,172
Special mention	655		81,955		55		558		—		83,223
Substandard	7,738		142,291		3,427		3,588		1,127		158,171
Doubtful	3,005		11,088		1,169		311		—		15,573
Ungraded	—		24		241		301		—		566
Total	$	23,138	$	491,180	$	14,783	$	11,437	$	3,167	$	543,705

	December 31, 2015
	PCI commercial loans
	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial		Other		Total PCI commercial loans
Pass	$	14,710	$	262,579	$	7,366	$	9,302	$	706	$	294,663
Special mention	758		87,870		60		937		—		89,625
Substandard	14,131		163,801		9,229		4,588		1,302		193,051
Doubtful	4,281		10,875		—		282		—		15,438
Ungraded	—		343		421		73		—		837
Total	$	33,880	$	525,468	$	17,076	$	15,182	$	2,008	$	593,614



	September 30, 2016
	PCI noncommercial loans
(Dollars in thousands)	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total PCI noncommercial loans
Current	$	241,341	$	39,006	$	83	$	1,908	$	282,338
30-59 days past due	9,719		705		—		82		10,506
60-89 days past due	4,837		338		—		18		5,193
90 days or greater past due	22,975		3,460		—		23		26,458
Total	$	278,872	$	43,509	$	83	$	2,031	$	324,495

	December 31, 2015
	PCI noncommercial loans
	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total PCI noncommercial loans
Current	$	257,207	$	47,901	$	—	$	1,981	$	307,089
30-59 days past due	12,318		1,127		—		86		13,531
60-89 days past due	4,441		501		—		132		5,074
90 days or greater past due	28,192		2,942		—		74		31,208
Total	$	302,158	$	52,471	$	—	$	2,273	$	356,902

The aging of the outstanding non-PCI loans and leases, by class, at September 30, 2016 and December 31, 2015 is provided in the table below.

The calculation of days past due begins on the day after payment is due and includes all days through which all required interest or principal has not been paid. Loans and leases 30 days or less past due are considered current as various grace periods allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.



	September 30, 2016
(Dollars in thousands)	30-59 days past due		60-89 days past due		90 days or greater		Total past due		Current		Total loans and leases
Non-PCI loans and leases:
Construction and land development - commercial	$	1,357	$	4	$	320	$	1,681	$	640,477	$	642,158
Commercial mortgage	10,877		3,014		12,854		26,745		8,752,387		8,779,132
Other commercial real estate	989		—		—		989		345,041		346,030
Commercial and industrial	4,061		1,402		907		6,370		2,500,797		2,507,167
Lease financing	1,152		588		341		2,081		801,520		803,601
Residential mortgage	18,992		5,822		15,669		40,483		2,773,431		2,813,914
Revolving mortgage	8,039		2,359		7,014		17,412		2,555,674		2,573,086
Construction and land development - noncommercial	2,405		53		761		3,219		231,164		234,383
Consumer	4,675		2,476		2,199		9,350		1,393,611		1,402,961
Other	319		158		165		642		325,706		326,348
Total non-PCI loans and leases	$	52,866	$	15,876	$	40,230	$	108,972	$	20,319,808	$	20,428,780

	December 31, 2015
	30-59 days past due		60-89 days past due		90 days or greater		Total past due		Current		Total loans and leases
Non-PCI loans and leases:
Construction and land development - commercial	$	987	$	283	$	463	$	1,733	$	618,619	$	620,352
Commercial mortgage	13,023		3,446		14,495		30,964		8,243,584		8,274,548
Other commercial real estate	884		—		142		1,026		319,995		321,021
Commercial and industrial	2,133		1,079		1,780		4,992		2,363,966		2,368,958
Lease financing	2,070		2		164		2,236		728,542		730,778
Residential mortgage	23,960		7,536		13,280		44,776		2,651,209		2,695,985
Revolving mortgage	11,706		3,704		5,631		21,041		2,502,065		2,523,106
Construction and land development - noncommercial	3,211		669		1,638		5,518		214,555		220,073
Consumer	5,545		1,822		1,622		8,989		1,210,832		1,219,821
Other	3		164		134		301		314,531		314,832
Total non-PCI loans and leases	$	63,522	$	18,705	$	39,349	$	121,576	$	19,167,898	$	19,289,474

The recorded investment, by class, in loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at September 30, 2016 and December 31, 2015 for non-PCI loans and leases, were as follows:



	September 30, 2016				December 31, 2015
(Dollars in thousands)	Nonaccrual loans and leases		Loans and leases > 90 days and accruing		Nonaccrual loans and leases		Loans and leases > 90 days and accruing
Non-PCI loans and leases:
Construction and land development - commercial	$	472	$	—	$	425	$	273
Commercial mortgage	31,681		288		42,116		242
Other commercial real estate	93		—		239		—
Commercial and industrial	3,621		206		6,235		953
Lease financing	666		182		389		—
Residential mortgage	33,206		40		29,977		838
Revolving mortgage	13,700		—		12,704		—
Construction and land development - noncommercial	1,434		—		2,164		—
Consumer	1,924		1,163		1,472		1,007
Other	246		—		133		2
Total non-PCI loans and leases	$	87,043	$	1,879	$	95,854	$	3,315

Purchased credit-impaired loans (PCI) loans

The following table relates to PCI loans acquired in the NMSB and FCSB acquisitions and summarizes the contractually required payments, which include principal and interest, expected cash flows to be collected, and the fair value of PCI loans at the acquisition date.



(Dollars in thousands)
Contractually required payments	$	108,649
Cash flows expected to be collected	$	93,178
Fair value of loans at acquisition	$	80,690

The recorded fair values of PCI loans acquired in the NMSB and FCSB acquisitions as of the acquisition date were as follows:



(Dollars in thousands)
Commercial:
Construction and land development	$	684
Commercial mortgage	50,372
Other commercial real estate	2,629
Commercial and industrial	3,630
Other	1,619
Total commercial loans	58,934
Noncommercial:
Residential mortgage	18,934
Revolving mortgage	1,238
Construction and land development	340
Consumer	1,244
Total noncommercial loans	21,756
Total PCI loans	$	80,690

The following table provides changes in the carrying value of all purchased credit-impaired loans during the nine months ended September 30, 2016 and September 30, 2015:



(Dollars in thousands)	2016			2015
Balance at January 1	$	950,516		$	1,186,498
Fair value of acquired loans	80,690			154,496
Accretion	59,066			91,642
Payments received and other changes, net	(222,072		)	(388,572		)
Balance at September 30	$	868,200		$	1,044,064
Unpaid principal balance at September 30	$	1,475,149		$	1,788,136

The carrying value of loans on the cost recovery method was $545 thousand at September 30, 2016 and $5.3 million at December 31, 2015. The cost recovery method is applied to loans when the timing of future cash flows is not reasonably estimable due to borrower nonperformance or uncertainty in the ultimate disposition of the asset. The recorded investment of PCI loans on nonaccrual status was $4.1 million and $7.6 million at September 30, 2016 and December 31, 2015, respectively.

For PCI loans, improved credit loss expectations generally result in the reclassification of nonaccretable difference to accretable yield. Changes in expected cash flows not related to credit improvements or deterioration do not affect the nonaccretable difference.

The following table documents changes to the amount of accretable yield for the first nine months of 2016 and 2015.



(Dollars in thousands)	2016			2015
Balance at January 1	$	343,856		$	418,160
Additions from acquisitions	12,488			53,192
Accretion	(59,066		)	(91,642		)
Reclassifications from nonaccretable difference	25,595			15,687
Changes in expected cash flows that do not affect nonaccretable difference	28,633			(53,458		)
Balance at September 30	$	351,506		$	341,939

During the three months ended September 30, 2016 and September 30, 2015, accretion income on PCI loans was $17.2 million and $32.5 million, respectively.

Purchased non-PCI loans and leases

The following table relates to purchased non-PCI loans and leases from the Cordia transaction and provides the contractually required payments, estimate of contractual cash flows not expected to be collected and fair value of acquired loans at the acquisition date.



(Dollars in thousands)
Contractually required payments	$	296,529
Cash flows not expected to be collected	$	2,678
Fair value of loans at acquisition	$	241,392

The recorded fair values of purchased non-PCI loans and leases acquired in the Cordia transaction as of the acquisition date are as follows:



(Dollars in thousands)
Commercial:
Construction and land development	$	3,066
Commercial mortgage	77,455
Other commercial real estate	22,174
Commercial and industrial	31,773
Total commercial loans	134,468
Noncommercial:
Residential mortgage	16,839
Revolving mortgage	9,867
Consumer	80,218
Total noncommercial loans	106,924
Total non-PCI loans and leases	$	241,392