LOANS AND LEASES

BancShares' accounting methods for loans and leases differ depending on whether they are non-purchased credit impaired (Non-PCI) or purchased credit impaired (PCI). Loans that are originated by FCB, as well as loans that are performing under their contractual obligations at acquisition, are classified as Non-PCI. Loans that reflect credit deterioration since origination, such that it is probable at acquisition that FCB will be unable to collect all contractually required payments, are classified as PCI. Additionally, at the date of acquisition, all acquired loans are recorded at fair value with no corresponding allowance for loan and lease losses.

Loans and leases outstanding included the following at March 31, 2019 and December 31, 2018:



(Dollars in thousands)	March 31, 2019		December 31, 2018
Non-PCI loans and leases:
Commercial:
Construction and land development	$	804,463	$	757,854
Commercial mortgage	10,747,715		10,717,234
Other commercial real estate	427,419		426,985
Commercial and industrial and leases	3,879,575		3,938,730
Other	280,848		296,424
Total commercial loans	16,140,020		16,137,227
Noncommercial:
Residential mortgage	4,303,137		4,265,687
Revolving mortgage	2,469,898		2,542,975
Construction and land development	258,959		257,030
Consumer	1,734,415		1,713,781
Total noncommercial loans	8,766,409		8,779,473
Total non-PCI loans and leases	24,906,429		24,916,700
PCI loans:
Total PCI loans	557,356		606,576
Total loans and leases	$	25,463,785	$	25,523,276

At March 31, 2019, $9.08 billion in non-PCI loans with a lendable collateral value of $6.36 billion were used to secure $175.2 million in Federal Home Loan Bank (FHLB) of Atlanta advances and $14.5 million in FHLB of Chicago advances, resulting in additional borrowing capacity of $6.17 billion. At December 31, 2018, $9.12 billion in non-PCI loans with a lendable collateral value of $6.36 billion were used to secure $175.2 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $6.18 billion.

At March 31, 2019, $2.93 billion in non-PCI loans with a lendable collateral value of $2.23 billion were used to secure additional borrowing capacity at the Federal Reserve Bank (FRB). At December 31, 2018, $2.94 billion in non-PCI loans with a lendable collateral value of $2.19 billion were used to secure additional borrowing capacity at the FRB.

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 decide to sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at fair value. Loans held for sale totaled $53.2 million and $45.5 million at March 31, 2019 and December 31, 2018, respectively.

During the three months ended March 31, 2019, total proceeds from sales of loans held for sale were $123.0 million and there were no transfers to loans held for sale from the residential mortgage portfolio. For the three months ended March 31, 2018, total proceeds from sales of loans held for sale were $138.5 million and there were no transfers to loans held for sale from the residential mortgage portfolio.

Net deferred fees on non-PCI loans and leases, including unearned income as well as unamortized costs and fees, were $130 thousand and $79 thousand at March 31, 2019 and December 31, 2018, respectively. The net unamortized discount related to purchased non-PCI loans and leases was $30.1 million at March 31, 2019 and $33.3 million at December 31, 2018. During the three months ended March 31, 2019 and March 31, 2018, accretion income on purchased non-PCI loans and leases was $3.2 million and $2.9 million, respectively.

Credit quality indicators

Loans and leases are monitored for credit quality on a recurring basis. Commercial and noncommercial loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segments 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. Commercial loans are evaluated periodically with more frequent evaluations done on criticized loans. Commercial credit cards are included in the Commercial and industrial and leases segment, but are not specifically graded as with other commercial loans. The indicators as of the date presented are based on the most recent assessment performed and are defined below:

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 any 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 March 31, 2019 and December 31, 2018 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.

The credit quality indicators for non-PCI and PCI noncommercial loans are based on delinquency status of the borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases.

The composition of the loans and leases outstanding at March 31, 2019 and December 31, 2018 by credit quality indicator are provided below:



	March 31, 2019
(Dollars in thousands)	Non-PCI commercial loans and leases
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial and leases		Other		Total non-PCI commercial loans and leases
Pass	$	800,703	$	10,528,026	$	423,288	$	3,717,237	$	279,899	$	15,749,153
Special mention	1,345		110,413		3,244		46,928		350		162,280
Substandard	2,415		109,276		887		37,443		599		150,620
Doubtful	—		—		—		354		—		354
Ungraded	—		—		—		77,613		—		77,613
Total	$	804,463	$	10,747,715	$	427,419	$	3,879,575	$	280,848	$	16,140,020

	December 31, 2018
(Dollars in thousands)	Non-PCI commercial loans and leases
Grade:	Construction and land development		Commercial mortgage		Other commercial real estate		Commercial and industrial and leases		Other		Total non-PCI commercial loans and leases
Pass	$	753,985	$	10,507,687	$	422,500	$	3,778,797	$	294,700	$	15,757,669
Special mention	1,369		114,219		3,193		54,814		1,105		174,700
Substandard	2,500		92,743		1,292		30,688		619		127,842
Doubtful	—		—		—		354		—		354
Ungraded	—		2,585		—		74,077		—		76,662
Total	$	757,854	$	10,717,234	$	426,985	$	3,938,730	$	296,424	$	16,137,227



	March 31, 2019
	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	$	4,248,823	$	2,444,150	$	256,801	$	1,720,142	$	8,669,916
30-59 days past due	33,623		10,734		581		7,966		52,904
60-89 days past due	7,760		4,227		28		3,001		15,016
90 days or greater past due	12,931		10,787		1,549		3,306		28,573
Total	$	4,303,137	$	2,469,898	$	258,959	$	1,734,415	$	8,766,409

	December 31, 2018
	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	$	4,214,783	$	2,514,269	$	254,837	$	1,696,321	$	8,680,210
30-59 days past due	28,239		12,585		581		10,035		51,440
60-89 days past due	7,357		4,490		21		3,904		15,772
90 days or greater past due	15,308		11,631		1,591		3,521		32,051
Total	$	4,265,687	$	2,542,975	$	257,030	$	1,713,781	$	8,779,473

PCI loans outstanding at March 31, 2019 and December 31, 2018 by credit quality indicator are provided below:



	March 31, 2019		December 31, 2018
(Dollars in thousands)	PCI commercial loans
Grade:
Pass	$	131,018	$	141,922
Special mention	43,068		48,475
Substandard	91,940		101,447
Doubtful	3,887		4,828
Total	$	269,913	$	296,672



	March 31, 2019		December 31, 2018
(Dollars in thousands)	PCI noncommercial loans
Current	$	255,145	$	268,280
30-59 days past due	8,565		11,155
60-89 days past due	3,449		7,708
90 days or greater past due	20,284		22,761
Total	$	287,443	$	309,904

The aging of the outstanding non-PCI loans and leases, by class, at March 31, 2019 and December 31, 2018 are provided in the tables below. 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.



	March 31, 2019
(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:
Commercial:
Construction and land development - commercial	$	617	$	262	$	206	$	1,085	$	803,378	$	804,463
Commercial mortgage	16,120		8,818		2,802		27,740		10,719,975		10,747,715
Other commercial real estate	1,198		517		—		1,715		425,704		427,419
Commercial and industrial and leases	9,706		2,403		3,389		15,498		3,864,077		3,879,575
Other	113		24		—		137		280,711		280,848
Total commercial loans	27,754		12,024		6,397		46,175		16,093,845		16,140,020
Noncommercial:
Residential mortgage	33,623		7,760		12,931		54,314		4,248,823		4,303,137
Revolving mortgage	10,734		4,227		10,787		25,748		2,444,150		2,469,898
Construction and land development - non-commercial	581		28		1,549		2,158		256,801		258,959
Consumer	7,966		3,001		3,306		14,273		1,720,142		1,734,415
Total noncommercial loans	52,904		15,016		28,573		96,493		8,669,916		8,766,409
Total non-PCI loans and leases	$	80,658	$	27,040	$	34,970	$	142,668	$	24,763,761	$	24,906,429

	December 31, 2018
(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:
Commercial:
Construction and land development - commercial	$	516	$	9	$	444	$	969	$	756,885	$	757,854
Commercial mortgage	14,200		2,066		3,237		19,503		10,697,731		10,717,234
Other commercial real estate	91		76		300		467		426,518		426,985
Commercial and industrial and leases	9,655		1,759		2,892		14,306		3,924,424		3,938,730
Other	285		—		89		374		296,050		296,424
Total commercial loans	24,747		3,910		6,962		35,619		16,101,608		16,137,227
Noncommercial:
Residential mortgage	28,239		7,357		15,308		50,904		4,214,783		4,265,687
Revolving mortgage	12,585		4,490		11,631		28,706		2,514,269		2,542,975
Construction and land development - non-commercial	581		21		1,591		2,193		254,837		257,030
Consumer	10,035		3,904		3,521		17,460		1,696,321		1,713,781
Total noncommercial loans	51,440		15,772		32,051		99,263		8,680,210		8,779,473
Total non-PCI loans and leases	$	76,187	$	19,682	$	39,013	$	134,882	$	24,781,818	$	24,916,700

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 March 31, 2019 and December 31, 2018 for non-PCI loans and leases, were as follows:



	March 31, 2019				December 31, 2018
(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	$	407	$	—	$	666	$	—
Commercial mortgage	15,744		—		12,594		—
Other commercial real estate	19		—		366		—
Commercial and industrial and leases	5,482		667		4,624		808
Residential mortgage	36,573		614		35,662		—
Revolving mortgage	25,723		—		25,563		—
Construction and land development - noncommercial	1,699		—		1,823		—
Consumer	3,054		2,212		2,969		2,080
Other	257		—		279		—
Total non-PCI loans and leases	$	88,958	$	3,493	$	84,546	$	2,888

The following table provides changes in the carrying value of all PCI loans during the three months ended March 31, 2019 and March 31, 2018:



(Dollars in thousands)	2019			2018
Balance at January 1	$	606,576		$	762,998
Fair value of acquired loans	—			—
Accretion	17,755			17,973
Payments received and other changes, net	(66,975		)	(77,134		)
Balance at March 31	$	557,356		$	703,837
Unpaid principal balance at March 31	$	810,683		$	1,108,379

The carrying value of PCI loans on the cost recovery method was $3.3 million at both March 31, 2019 and December 31, 2018. The cost recovery method is applied to loans when the timing of future cash flows cannot be reasonably estimated due to borrower nonperformance or uncertainty in the ultimate disposition of the asset. The recorded investment of PCI loans on nonaccrual status was $1.7 million and $1.3 million at March 31, 2019 and December 31, 2018, respectively. The remaining discount on PCI loans was $89.4 million and $95.5 million at March 31, 2019 and December 31, 2018, respectively.

During the three months ended March 31, 2019 and March 31, 2018, accretion income on PCI loans was $17.8 million and $18.0 million, respectively.

For PCI loans, improved credit loss expectations generally result in the reclassification of nonaccretable difference to accretable yield. Changes in expected cash flow 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 three months of 2019 and 2018.



(Dollars in thousands)	2019			2018
Balance at January 1	$	312,894		$	316,679
Additions from acquisitions	—			—
Accretion	(17,755		)	(17,973		)
Reclassifications from (to) nonaccretable difference	600			(929		)
Changes in expected cash flows that do not affect nonaccretable difference	(9,547		)	11,568
Balance at March 31	$	286,192		$	309,345