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 any credit deterioration 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 impaired and, therefore, classified as PCI loans. PCI loans are accounted for under the guidance in ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. PCI loans 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 over the life of the loans. 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, commercial and non-commercial loans are assigned to loan classes, which further disaggregate loans based upon common risk characteristics.

Commercial – Commercial loans include construction and land development, commercial 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, and certain loans repurchased with government guarantees.

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, 2017 and December 31, 2016:



(Dollars in thousands)	September 30, 2017		December 31, 2016
Non-PCI loans and leases:
Commercial:
Construction and land development	$	626,887	$	649,157
Commercial mortgage	9,510,158		9,026,220
Other commercial real estate	434,736		351,291
Commercial and industrial	2,654,898		2,567,501
Lease financing	866,804		826,270
Other	322,216		340,264
Total commercial loans	14,415,699		13,760,703
Noncommercial:
Residential mortgage	3,467,978		2,889,124
Revolving mortgage	2,692,558		2,601,344
Construction and land development	227,184		231,400
Consumer	1,511,487		1,446,138
Total noncommercial loans	7,899,207		7,168,006
Total non-PCI loans and leases	22,314,906		20,928,709
PCI loans:
Commercial:
Construction and land development	17,406		20,766
Commercial mortgage	393,557		453,013
Other commercial real estate	17,771		12,645
Commercial and industrial	7,064		11,844
Other	922		1,702
Total commercial loans	436,720		499,970
Noncommercial:
Residential mortgage	327,263		268,777
Revolving mortgage	67,847		38,650
Consumer	2,337		1,772
Total noncommercial loans	397,447		309,199
Total PCI loans	834,167		809,169
Total loans and leases	$	23,149,073	$	21,737,878

At September 30, 2017, $70.4 million of total residential loans and leases were covered under shared-loss agreements with the FDIC, compared to $84.8 million at December 31, 2016. The shared-loss agreements, for their terms, protect BancShares from a substantial portion of the credit and asset quality risk that would otherwise be incurred.

At September 30, 2017, $8.61 billion in noncovered loans with a lendable collateral value of $5.94 billion were used to secure $835.2 million in Federal Home Loan Bank (FHLB) of Atlanta advances, resulting in additional borrowing capacity of $5.10 billion. At December 31, 2016, $8.26 billion in noncovered loans with a lendable collateral value of $5.50 billion were used to secure $660.2 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $4.84 billion. At September 30, 2017, $2.74 billion in noncovered loans with a lendable collateral value of $2.05 billion were used to secure additional borrowing capacity at the Federal Reserve Bank (FRB). There were no loans used to secure additional borrowing capacity at the FRB at December 31, 2016.

Net deferred fees on originated non-PCI loans and leases, including unearned income and unamortized costs, fees, premiums and discounts, were $1.9 million and $6.7 million at September 30, 2017 and December 31, 2016, respectively. The unamortized discount related to purchased non-PCI loans and leases in the Guaranty, Cordia Bancorp Inc. (Cordia) and First Citizens Bancorporation, Inc. (Bancorporation) acquisitions was $15.6 million, $3.1 million and $19.9 million at September 30, 2017, respectively. At December 31, 2016, the unamortized discount related to purchased non-PCI loans and leases from the Cordia and Bancorporation acquisitions was $4.2 million and $27.4 million, respectively. During the three months ended September 30, 2017 and September 30, 2016, accretion income on non-PCI loans and leases was $4.2 million and $3.6 million, respectively. During the nine months ended September 30, 2017 and September 30, 2016, accretion income on non-PCI loans and leases was $10.2 million and $9.7 million, respectively.

Certain residential real estate loans are originated to be sold to investors and are recorded in loans held for sale at fair value. In addition, we may change our strategy for certain portfolio loans and sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at the lower of amortized cost or market. Loans held for sale totaled $70.8 million at September 30, 2017. During the third quarter of 2017, certain residential mortgage portfolio loans of $130.2 million were sold resulting in a gain of $843 thousand. During the nine months ended September 30, 2017, $162.7 million of certain residential mortgage portfolio loans were sold, resulting in a gain of $1.0 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, 2017 and December 31, 2016 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, lease financing and other commercial real estate loans.

Non-PCI loans and leases outstanding at September 30, 2017 and December 31, 2016 by credit quality indicator are provided below:



	September 30, 2017
(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	$	616,505	$	9,321,377	$	430,282	$	2,448,998	$	855,877	$	317,991	$	13,991,030
Special mention	4,128		64,907		1,208		36,707		3,833		1,159		111,942
Substandard	6,193		123,327		3,246		21,215		6,824		3,066		163,871
Doubtful	61		292		—		47		—		—		400
Ungraded	—		255		—		147,931		270		—		148,456
Total	$	626,887	$	9,510,158	$	434,736	$	2,654,898	$	866,804	$	322,216	$	14,415,699

	December 31, 2016
	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	$	645,232	$	8,821,439	$	347,509	$	2,402,659	$	818,008	$	335,831	$	13,370,678
Special mention	2,236		76,084		1,433		22,804		2,675		1,020		106,252
Substandard	1,683		126,863		2,349		17,870		5,415		3,413		157,593
Doubtful	6		334		—		8		—		—		348
Ungraded	—		1,500		—		124,160		172		—		125,832
Total	$	649,157	$	9,026,220	$	351,291	$	2,567,501	$	826,270	$	340,264	$	13,760,703



	September 30, 2017
	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	$	3,424,113	$	2,668,131	$	223,849	$	1,498,399	$	7,814,492
30-59 days past due	17,635		11,606		1,026		7,671		37,938
60-89 days past due	7,460		2,796		497		2,793		13,546
90 days or greater past due	18,770		10,025		1,812		2,624		33,231
Total	$	3,467,978	$	2,692,558	$	227,184	$	1,511,487	$	7,899,207

	December 31, 2016
	Non-PCI noncommercial loans and leases
	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total non-PCI noncommercial loans and leases
Current	$	2,839,045	$	2,576,942	$	229,106	$	1,434,658	$	7,079,751
30-59 days past due	27,760		14,290		1,139		6,775		49,964
60-89 days past due	7,039		2,698		598		2,779		13,114
90 days or greater past due	15,280		7,414		557		1,926		25,177
Total	$	2,889,124	$	2,601,344	$	231,400	$	1,446,138	$	7,168,006

PCI loans outstanding at September 30, 2017 and December 31, 2016 by credit quality indicator are provided below:



	September 30, 2017
(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	$	6,781	$	202,496	$	14,323	$	4,464	$	274	$	228,338
Special mention	730		57,887		379		560		393		59,949
Substandard	7,651		123,909		2,291		1,707		255		135,813
Doubtful	2,244		9,265		778		297		—		12,584
Ungraded	—		—		—		36		—		36
Total	$	17,406	$	393,557	$	17,771	$	7,064	$	922	$	436,720

	December 31, 2016
	PCI commercial loans
	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial		Other		Total PCI commercial loans
Pass	$	8,103	$	234,023	$	8,744	$	7,253	$	696	$	258,819
Special mention	950		67,848		102		620		—		69,520
Substandard	7,850		138,312		3,462		3,648		1,006		154,278
Doubtful	3,863		12,830		337		303		—		17,333
Ungraded	—		—		—		20		—		20
Total	$	20,766	$	453,013	$	12,645	$	11,844	$	1,702	$	499,970



	September 30, 2017
	PCI noncommercial loans
(Dollars in thousands)	Residential mortgage		Revolving mortgage		Consumer		Total PCI noncommercial loans
Current	$	283,789	$	60,334	$	2,179	$	346,302
30-59 days past due	8,379		2,410		62		10,851
60-89 days past due	4,234		1,542		28		5,804
90 days or greater past due	30,861		3,561		68		34,490
Total	$	327,263	$	67,847	$	2,337	$	397,447

	December 31, 2016
	PCI noncommercial loans
	Residential mortgage		Revolving mortgage		Consumer		Total PCI noncommercial loans
Current	$	230,065	$	33,827	$	1,637	$	265,529
30-59 days past due	9,595		618		68		10,281
60-89 days past due	6,528		268		4		6,800
90 days or greater past due	22,589		3,937		63		26,589
Total	$	268,777	$	38,650	$	1,772	$	309,199

The aging of the outstanding non-PCI loans and leases, by class, at September 30, 2017 and December 31, 2016 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, 2017
(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	$	1,075	$	346	$	122	$	1,543	$	625,344	$	626,887
Commercial mortgage	7,661		2,272		10,447		20,380		9,489,778		9,510,158
Other commercial real estate	52		—		680		732		434,004		434,736
Commercial and industrial	10,322		2,459		1,217		13,998		2,640,900		2,654,898
Lease financing	1,752		932		833		3,517		863,287		866,804
Residential mortgage	17,635		7,460		18,770		43,865		3,424,113		3,467,978
Revolving mortgage	11,606		2,796		10,025		24,427		2,668,131		2,692,558
Construction and land development - noncommercial	1,026		497		1,812		3,335		223,849		227,184
Consumer	7,671		2,793		2,624		13,088		1,498,399		1,511,487
Other	—		—		155		155		322,061		322,216
Total non-PCI loans and leases	$	58,800	$	19,555	$	46,685	$	125,040	$	22,189,866	$	22,314,906

	December 31, 2016
	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	$	1,845	$	39	$	286	$	2,170	$	646,987	$	649,157
Commercial mortgage	11,592		2,773		10,329		24,694		9,001,526		9,026,220
Other commercial real estate	310		—		—		310		350,981		351,291
Commercial and industrial	7,918		2,102		1,051		11,071		2,556,430		2,567,501
Lease financing	1,175		444		863		2,482		823,788		826,270
Residential mortgage	27,760		7,039		15,280		50,079		2,839,045		2,889,124
Revolving mortgage	14,290		2,698		7,414		24,402		2,576,942		2,601,344
Construction and land development - noncommercial	1,139		598		557		2,294		229,106		231,400
Consumer	6,775		2,779		1,926		11,480		1,434,658		1,446,138
Other	72		—		198		270		339,994		340,264
Total non-PCI loans and leases	$	72,876	$	18,472	$	37,904	$	129,252	$	20,799,457	$	20,928,709

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, 2017 and December 31, 2016 for non-PCI loans and leases, were as follows:



	September 30, 2017				December 31, 2016
(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	$	704	$	—	$	606	$	—
Commercial mortgage	23,992		1,395		26,527		482
Other commercial real estate	934		129		86		—
Commercial and industrial	3,727		198		4,275		440
Lease financing	1,622		4		359		683
Residential mortgage	35,355		—		32,470		37
Revolving mortgage	18,883		—		14,308		—
Construction and land development - noncommercial	2,601		—		1,121		—
Consumer	2,058		1,723		2,236		1,076
Other	188		—		319		—
Total non-PCI loans and leases	$	90,064	$	3,449	$	82,307	$	2,718

The recorded investment of PCI loans on nonaccrual status was $1.0 million and $3.5 million at September 30, 2017 and December 31, 2016, respectively.

Purchased non-PCI loans and leases

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



(Dollars in thousands)
Contractually required payments	$	703,916
Cash flows not expected to be collected	16,073
Fair value of loans at acquisition	574,553

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



(Dollars in thousands)
Commercial:
Commercial mortgage	$	850
Commercial and industrial	583
Other	183,816
Total commercial loans	185,249
Noncommercial:
Residential mortgage	309,612
Revolving mortgage	54,780
Consumer	24,912
Total noncommercial loans	389,304
Total non-PCI loans and leases	$	574,553

Purchased credit-impaired loans (PCI) loans

The following table relates to PCI loans acquired in the HCB and Guaranty 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 dates.



(Dollars in thousands)	HCB		Guaranty
Contractually required payments	$	111,250	$	158,456
Cash flows expected to be collected	101,802		142,000
Fair value of loans at acquisition	85,149		114,533

The recorded fair values of PCI loans acquired in the HCB and Guaranty acquisitions as of the acquisition dates were as follows:



(Dollars in thousands)	HCB		Guaranty
Commercial:
Construction and land development	$	7,061	$	55
Commercial mortgage	21,836		644
Other commercial real estate	6,404		—
Commercial and industrial	19,675		2
Total commercial loans	54,976		701
Noncommercial:
Residential mortgage	25,857		80,475
Revolving mortgage	3,434		33,319
Construction and land development	—		26
Consumer	882		12
Total noncommercial loans	30,173		113,832
Total PCI loans	$	85,149	$	114,533

The following table provides changes in the carrying value of all purchased credit-impaired loans during the nine months ended September 30, 2017 and September 30, 2016:



(Dollars in thousands)	2017			2016
Balance at January 1	$	809,169		$	950,516
Fair value of acquired loans	199,682			80,690
Accretion	59,039			59,066
Payments received and other changes, net	(233,723		)	(222,072		)
Balance at September 30	$	834,167		$	868,200
Unpaid principal balance at September 30	$	1,293,760		$	1,475,149

The carrying value of loans on the cost recovery method was $454 thousand at September 30, 2017 and $498 thousand at December 31, 2016. 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. Cash payments from cost recovery loans are 100 percent applied to principal. After all the principal has been recovered, cash payments are then recorded to interest income.

During the three months ended September 30, 2017 and September 30, 2016, accretion income on PCI loans was $19.2 million and $17.2 million, respectively

The following table documents changes to the amount of accretable yield for the first nine months of 2017 and 2016.



(Dollars in thousands)	2017			2016
Balance at January 1	$	335,074		$	343,856
Additions from acquisitions	44,120			12,488
Accretion	(59,039		)	(59,066		)
Reclassifications from nonaccretable difference	16,947			25,595
Changes in expected cash flows that do not affect nonaccretable difference	4,596			28,633
Balance at September 30	$	341,698		$	351,506

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.