LOANS AND LEASES

Loans and leases outstanding by segment and class at December 31, 2012, and 2011, are as follows:



	2012		2011
Covered loans	$	1,809,235	$	2,362,152
Noncovered loans and leases:
Commercial:
Construction and land development	309,190		381,163
Commercial mortgage	5,341,839		5,104,993
Other commercial real estate	160,980		144,771
Commercial and industrial	1,726,126		1,764,407
Lease financing	330,679		312,869
Other	125,681		158,369
Total commercial loans	7,994,495		7,866,572
Noncommercial:
Residential mortgage	822,889		784,118
Revolving mortgage	2,210,133		2,296,306
Construction and land development	131,992		137,271
Consumer	416,606		497,370
Total noncommercial loans	3,581,620		3,715,065
Total noncovered loans and leases	11,576,115		11,581,637
Total loans and leases	$	13,385,350	$	13,943,789



	2012						2011
	Impaired at acquisition date		All other acquired loans		Total		Impaired at acquisition date		All other acquired loans		Total
Covered loans:
Commercial:
Construction and land development	$	71,225	$	166,681	$	237,906	$	117,603	$	221,270	$	338,873
Commercial mortgage	107,281		947,192		1,054,473		138,465		1,122,124		1,260,589
Other commercial real estate	35,369		71,750		107,119		33,370		125,024		158,394
Commercial and industrial	3,932		45,531		49,463		27,802		85,640		113,442
Lease financing	—		—		—		—		57		57
Other	—		1,074		1,074		—		1,330		1,330
Total commercial loans	217,807		1,232,228		1,450,035		317,240		1,555,445		1,872,685
Noncommercial:
Residential mortgage	48,077		249,849		297,926		46,130		281,438		327,568
Revolving mortgage	9,606		29,104		38,710		15,350		36,202		51,552
Construction and land development	15,136		5,657		20,793		78,108		27,428		105,536
Consumer	—		1,771		1,771		1,477		3,334		4,811
Total noncommercial loans	72,819		286,381		359,200		141,065		348,402		489,467
Total covered loans	$	290,626	$	1,518,609	$	1,809,235	$	458,305	$	1,903,847	$	2,362,152

At December 31, 2012, 26.1 percent of noncovered loans and leases were to customers in medical-related fields, compared to 26.5 percent at December 31, 2011. These loans are primarily commercial mortgage loans secured by owner-occupied commercial real estate. There were no foreign loans or loans to finance highly leveraged transactions during 2012 or 2011.

Substantially all noncovered loans and leases are to customers domiciled within BancShares’ principal market areas. Certain loans acquired in FDIC-assisted transactions that are covered under loss share agreements were made to borrowers that are not within the principal market areas of the originating banks.

At December 31, 2012, noncovered loans totaling $2,570,773 were pledged to secure debt obligations, compared to $2,492,644 at December 31, 2011.

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 loans and leases, noncommercial loans and leases and covered loans have different credit quality indicators as a result of the methods used to monitor each of these loan segments.

The credit quality indicators for commercial loans and leases and all covered loans and leases are developed through review of individual borrowers on an ongoing basis. Each borrower is evaluated at least annually with more frequent evaluation of more severely criticized loans or leases. 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 obligor 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 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 loss are considered uncollectible and of such little value that their continuing to be carried as an asset is not warranted. 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 write-off even though partial recovery may be effected 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 noncovered, ungraded loans at December 31, 2012, and December 31, 2011, relate to business credit cards and tobacco buyout loans. Tobacco buyout loans with an outstanding balance of $43,110 at December 31, 2012, and $63,129 at December 31, 2011, are secured by assignments of receivables made pursuant to the Fair and Equitable Tobacco Reform Act of 2004. The credit risk associated with these loans is considered low as the payments that began in 2005 and continue through 2014 are to be made by the Commodity Credit Corporation which is part of the United States Department of Agriculture.

The credit quality indicators for noncovered, noncommercial loans are based on the delinquency status of the borrower. As the borrower becomes more delinquent, the likelihood of loss increases.

The composition of the loans and leases outstanding at December 31, 2012, and 2011 by credit quality indicator is provided below:



	Commercial noncovered loans and leases
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial		Lease financing		Other		Total commercial noncovered loans
December 31, 2012
Pass	$	274,480	$	5,018,677	$	151,549	$	1,564,862	$	325,626	$	124,083	$	7,459,277
Special mention	14,666		161,789		2,812		18,368		1,601		837		200,073
Substandard	18,761		145,980		5,038		24,059		1,663		756		196,257
Doubtful	952		12,822		98		1,693		771		—		16,336
Ungraded	331		2,571		1,483		117,144		1,018		5		122,552
Total	$	309,190	$	5,341,839	$	160,980	$	1,726,126	$	330,679	$	125,681	$	7,994,495
December 31, 2011
Pass	$	332,742	$	4,749,254	$	130,586	$	1,556,651	$	306,225	$	157,089	$	7,232,547
Special mention	18,973		220,235		5,821		36,951		4,537		1,271		287,788
Substandard	28,793		129,391		7,794		28,240		2,107		—		196,325
Doubtful	17		1,164		377		643		—		—		2,201
Ungraded	638		4,949		193		141,922		—		9		147,711
Total	$	381,163	$	5,104,993	$	144,771	$	1,764,407	$	312,869	$	158,369	$	7,866,572



	Noncommercial noncovered loans and leases
	Residential mortgage		Revolving mortgage		Construction and land development		Consumer		Total non- commercial noncovered loans
December 31, 2012
Current	$	786,626	$	2,190,186	$	128,764	$	409,218	$	3,514,794
31-60 days past due	15,711		12,868		1,941		4,405		34,925
61-90 days past due	7,559		3,200		490		1,705		12,954
Over 90 days past due	12,993		3,879		797		1,278		18,947
Total	$	822,889	$	2,210,133	$	131,992	$	416,606	$	3,581,620
December 31, 2011
Current	$	757,113	$	2,286,511	$	135,774	$	491,142	$	3,670,540
31-60 days past due	11,790		3,437		798		3,514		19,539
61-90 days past due	2,686		2,042		127		1,271		6,126
Over 90 days past due	12,529		4,316		572		1,443		18,860
Total	$	784,118	$	2,296,306	$	137,271	$	497,370	$	3,715,065



	Covered loans
Grade:	Construction and land development - commercial		Commercial mortgage		Other commercial real estate		Commercial and industrial		Lease financing		Residential mortgage		Revolving mortgage		Construction and land development non- commercial		Consumer and other		Total covered loans
December 31, 2012
Pass	$	17,010	$	376,974	$	33,570	$	19,451	$	—	$	172,165	$	29,540	$	334	$	1,617	$	650,661
Special mention	25,734		259,264		17,518		12,465		—		14,863		1,736		—		34		331,614
Substandard	105,061		344,542		44,335		14,698		—		83,193		7,434		17,190		239		616,692
Doubtful	87,445		73,016		11,696		2,757		—		4,268		—		3,269		117		182,568
Ungraded	2,656		677		—		92		—		23,437		—		—		838		27,700
Total	$	237,906	$	1,054,473	$	107,119	$	49,463	$	—	$	297,926	$	38,710	$	20,793	$	2,845	$	1,809,235
December 31, 2011
Pass	$	29,321	$	397,526	$	49,259	$	36,409	$	57	$	189,794	$	34,164	$	4,958	$	2,393	$	743,881
Special mention	92,758		348,482		33,754		32,257		—		25,464		3,566		13,394		942		550,617
Substandard	125,158		427,996		58,351		21,914		—		70,582		9,863		72,349		1,096		787,309
Doubtful	87,936		84,871		17,030		22,862		—		13,833		3,959		14,835		982		246,308
Ungraded	3,700		1,714		—		—		—		27,895		—		—		728		34,037
Total	$	338,873	$	1,260,589	$	158,394	$	113,442	$	57	$	327,568	$	51,552	$	105,536	$	6,141	$	2,362,152

The aging of the outstanding loans and leases by class at December 31, 2012, and 2011, (excluding loans acquired with deteriorated credit quality) 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 required interest or principal have not been paid. Loans and leases 30 days or less past due are considered current due to certain grace periods that allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.



	31-60 days past due		61-90 days past due		Greater than 90 days		Total past due		Current		Total loans and leases
December 31, 2012
Noncovered loans and leases:
Construction and land development - commercial	$	927	$	—	$	7,878	$	8,805	$	300,385	$	309,190
Commercial mortgage	21,075		3,987		20,318		45,380		5,296,459		5,341,839
Other commercial real estate	387		1,240		1,034		2,661		158,319		160,980
Commercial and industrial	6,205		1,288		1,614		9,107		1,717,019		1,726,126
Lease financing	991		138		621		1,750		328,929		330,679
Other	18		13		—		31		125,650		125,681
Residential mortgage	15,711		7,559		12,993		36,263		786,626		822,889
Revolving mortgage	12,868		3,200		3,879		19,947		2,190,186		2,210,133
Construction and land development - noncommercial	1,941		490		797		3,228		128,764		131,992
Consumer	4,405		1,705		1,278		7,388		409,218		416,606
Total noncovered loans and leases	$	64,528	$	19,620	$	50,412	$	134,560	$	11,441,555	$	11,576,115



	31-60 days past due		61-90 days past due		Greater than 90 days		Total past due		Current		Total loans and leases
December 31, 2011
Noncovered loans and leases:
Construction and land development - commercial	$	2,623	$	1,494	$	2,177	$	6,294	$	374,869	$	381,163
Commercial mortgage	18,308		4,438		15,626		38,372		5,066,621		5,104,993
Other commercial real estate	657		147		561		1,365		143,406		144,771
Commercial and industrial	5,235		1,230		1,438		7,903		1,756,504		1,764,407
Lease financing	637		212		620		1,469		311,400		312,869
Other	—		—		—		—		158,369		158,369
Residential mortgage	11,790		2,686		12,529		27,005		757,113		784,118
Revolving mortgage	3,437		2,042		4,316		9,795		2,286,511		2,296,306
Construction and land development - noncommercial	798		127		572		1,497		135,774		137,271
Consumer	3,514		1,271		1,443		6,228		491,142		497,370
Total noncovered loans and leases	$	46,999	$	13,647	$	39,282	$	99,928	$	11,481,709	$	11,581,637

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 December 31, 2012, and December 31, 2011, (excluding loans and leases acquired with deteriorated credit quality) is as follows:



	December 31, 2012				December 31, 2011
	Nonaccrual loans and leases		Loans and leases > 90 days and accruing		Nonaccrual loans and leases		Loans and leases > 90 days and accruing
Noncovered loans and leases:
Construction and land development - commercial	$	14,930	$	541	$	15,102	$	313
Commercial mortgage	48,869		1,671		23,748		3,107
Commercial and industrial	8,635		466		1,864		320
Lease financing	1,075		—		200		554
Other commercial real estate	2,319		—		1,170		—
Construction and land development - noncommercial	668		111		—		572
Residential mortgage	12,603		3,337		10,657		4,227
Revolving mortgage	—		3,877		—		4,306
Consumer and other	746		1,269		—		1,441
Total noncovered loans and leases	$	89,845	$	11,272	$	52,741	$	14,840

Other risk elements related to lending activities include OREO and restructured loans. BancShares held $139,963 and $153,330 in noncovered restructured loans and $43,513 and $50,399 in noncovered OREO at December 31, 2012, and 2011, respectively. At December 31, 2012, and 2011, respectively, $50,830 and $29,534 of noncovered restructured loans were also on nonaccrual status. BancShares does not have any significant outstanding commitments to borrowers that have restructured existing loans to more favorable terms due to their financial difficulties.

Interest income on total nonperforming loans and leases that would have been recorded had these loans and leases been performing was $27,397, $23,326 and $18,519 respectively, during 2012, 2011 and 2010. When loans and leases are on nonaccrual status, any payments received are applied on a cash basis with all cash receipts applied first to principal and any payments received in excess of the unpaid principal balance being applied to interest. The amount of cash basis interest income recognized during 2012, 2011 and 2010 was not material.

Acquired loans

When the fair values of covered loans were established, certain loans were identified as impaired. The following table provides changes in the carrying value of acquired loans during the years ended December 31, 2012, and 2011:



	2012						2011
	Impaired at acquisition date			All other acquired loans			Impaired at acquisition date			All other acquired loans
Balance, January 1	$	458,305		$	1,903,847		$	330,705		$	1,676,747
Fair value at acquisition date of acquired loans covered under loss share agreements	—			—			302,340			777,800
Reductions for repayments, foreclosures and changes in carrying value, net of accretion	(167,679		)	(385,238		)	(174,740		)	(550,700		)
Balance, December 31	$	290,626		$	1,518,609		$	458,305		$	1,903,847
Outstanding principal balance, December 31	$	1,136,377		$	2,145,581		$	1,334,299		$	2,537,652

The timing and amounts of cash flow analyses were prepared at the acquisition dates for all acquired loans deemed impaired at acquisition, except loans acquired in the VB and TVB transactions where the timing of cash flows was not estimated, and those analyses are used to determine the amount of accretable yield recognized on those loans. Subsequent changes in cash flow estimates result in changes to the amount of accretable yield to be recognized. No estimate of the timing of cash flows was initially made for loans acquired in the TVB or VB transactions at the dates of the acquisitions and, therefore, the cost recovery method was being applied to these loans unless cash flow estimates in the later periods indicated subsequent improvement that would lead to the recognition of accretable yield.

The carrying value of loans on the cost recovery method was $74,479 at December 31, 2012, and $200,819 at December 31, 2011. Prior to 2012, the cost recovery method was being applied to nonperforming loans acquired from the TVB, VB, First Regional and United Western transactions unless available cash flow estimates indicated subsequent improvement that would lead to the recognition of accretable yield. During the third and fourth quarters of 2012, loans acquired in the TVB, VB, First Regional and United Western transactions were installed on an acquired loan accounting system that enabled better estimations of cash flows for all loans. As a result of the four banks being converted to the acquired loan accounting system during 2012, there was a significant reduction in loans accounted for under the cost recovery method. The cost recovery method continues to be applied to loans when the timing of the cash flows is no longer reasonably estimable due to subsequent nonperformance by the borrower or uncertainty in the ultimate disposition of the asset.

The following table documents changes to the amount of accretable yield for the years ended December 31, 2012, and 2011. For acquired loans, improved cash flow estimates and receipt of unscheduled loan payments result in the reclassification of nonaccretable yield to accretable yield. During 2012, the improved ability to estimate cash flows due to expanded use of an acquired loan accounting system also contributed to significant increases in accretable yield. Accretable yield resulting from the improved ability to estimate future cash flows generally does not represent amounts previously identified as nonaccretable difference.



	2012			2011
Balance, January 1	$	276,690		$	164,586
Additions for acquired loans	—			106,520
Accretion	(304,023		)	(319,429		)
Reclassifications from nonaccretable difference	353,708			325,013
Changes in expected cash flows that do not affect nonaccretable difference	213,189			—
Balance, December 31	$	539,564		$	276,690

Loans held for sale

In each period, BancShares originated much of its residential mortgage loan production through correspondent institutions. Loan sale activity for 2012, 2011 and 2010 is summarized below:



	2012		2011		2010
Loans held for sale at December 31	$	86,333	$	92,539	$	88,933
For the year ended December 31:
Loans sold	581,911		509,647		583,750
Net gain on sale of loans held for sale	7,465		8,751		8,858