10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

For the Fiscal Year Ended December 31, 2005

Commission File Number 0-21656

UNITED COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

Georgia	58-1807304
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

63 Highway 515, Blairsville, Georgia	30512
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (706) 781-2265

Securities registered pursuant to Section 12(b) of the Act: None

Name of exchange on which registered: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ     No o

     Indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Act.

Yes o     No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 þ     No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o     No þ

     Aggregate market value of the voting stock held by non-affiliates of the Registrant: $814,107,000 (based on shares held by non-affiliates at $26.02 per share, the closing stock price on the Nasdaq stock market on June 30, 2005).

     As of January 31, 2006, 40,080,244 shares of common stock were issued and outstanding, including 372,000 shares deemed outstanding pursuant to prime plus 1/4% convertible subordinated payable-in-kind debentures due December 31, 2006 and presently exercisable options to acquire 1,252,868 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 26, 2006 are incorporated herein into Part III by reference.

EXPLANATORY NOTE

United Community Banks, Inc. is filing this amendment on Form 10-K/A to its Form 10-K for the year ended December 31, 2005 to replace the table in Item 6. Selected Financial Data titled “Selected Financial Information For the Years Ended December 31.” The compound annual growth rate in the far right column of the original table had been calculated incorrectly.

United Community Banks, Inc. is filing an unofficial PDF copy of the entire Form 10-K, as amended, with this amendment.

ITEM 6. SELECTED FINANCIAL DATA
UNITED COMMUNITY BANKS, INC.
Selected Financial Information
For the Years Ended December 31,

(in thousands, except per share data;																5 Year
taxable equivalent)	2005			2004			2003			2002			2001			CAGR (4)
INCOME SUMMARY
Interest revenue	$	338,818		$	239,386		$	209,338		$	195,932		$	210,036
Interest expense		127,426			74,794			70,600			76,357			100,874
Net interest revenue		211,392			164,592			138,738			119,575			109,162			17	%
Provision for loan losses		12,100			7,600			6,300			6,900			6,000
Fee revenue		46,148			39,539			38,184			30,734			25,267			20
Total revenue		245,440			196,531			170,622			143,409			128,429			18
Operating expenses (1)		155,401			122,568			107,900			91,124			83,906			16
Income before taxes		90,039			73,963			62,722			52,285			44,523			21
Income taxes		33,297			26,807			23,247			19,505			16,208
Net operating income		56,742			47,156			39,475			32,780			28,315			21
Merger-related charges, net of tax		—			565			1,357			—			1,084
Net income	$	56,742		$	46,591		$	38,118		$	32,780		$	27,231			31
OPERATING PERFORMANCE (1)
Earnings per common share:
Basic	$	1.47		$	1.31		$	1.15		$	1.02		$	.89			16
Diluted		1.43			1.27			1.12			.99			.87			16
Return on tangible equity (2)(3)		18.99	%		19.74	%		19.24	%		17.88	%		18.19	%
Return on assets		1.04			1.07			1.06			1.11			1.10
Efficiency ratio		60.15			60.05			60.89			60.66			62.52
Dividend payout ratio		19.05			18.32			17.39			16.34			14.98
GAAP PERFORMANCE
Per common share:
Basic earnings	$	1.47		$	1.29		$	1.11		$	1.02		$	.86			26
Diluted earnings		1.43			1.25			1.08			.99			.84			25
Cash dividends declared (rounded)		.28			.24			.20			.17			.13			23
Book value		11.80			10.39			8.47			6.89			5.98			19
Tangible book value (3)		8.94			7.34			6.52			6.49			5.40			15
Key performance ratios:
Return on equity (2)		13.46	%		14.39	%		14.79	%		16.54	%		16.08	%
Return on assets		1.04			1.05			1.02			1.11			1.05
Net interest margin		4.14			4.00			3.99			4.33			4.51
Dividend payout ratio		19.05			18.60			18.02			16.34			15.50
Equity to assets		7.63			7.45			7.21			7.01			6.81
Tangible equity to assets (3)		5.64			5.78			6.02			6.60			6.18
ASSET QUALITY
Allowance for loan losses	$	53,595		$	47,196		$	38,655		$	30,914		$	27,124
Non-performing assets		12,995			8,725			7,589			8,019			9,670
Net charge-offs		5,701			3,617			4,097			3,111			4,578
Allowance for loan losses to loans		1.22	%		1.26	%		1.28	%		1.30	%		1.35	%
Non-performing assets to total assets		.22			.17			.19			.25			.35
Net charge-offs to average loans		.14			.11			.15			.14			.25
AVERAGE BALANCES
Loans	$	4,061,091		$	3,322,916		$	2,753,451		$	2,239,875		$	1,854,968			19
Investment securities		989,201			734,577			667,211			464,468			489,332			11
Earning assets		5,109,053			4,119,327			3,476,030			2,761,265			2,419,080			17
Total assets		5,472,200			4,416,835			3,721,284			2,959,295			2,585,290			17
Deposits		4,003,084			3,247,612			2,743,087			2,311,717			2,010,105			16
Stockholders’ equity		417,309			329,225			268,446			207,312			176,144			25
Common shares outstanding:
Basic		38,477			36,071			34,132			32,062			31,691
Diluted		39,721			37,273			35,252			33,241			32,624
AT PERIOD END
Loans	$	4,398,286		$	3,734,905		$	3,015,997		$	2,381,798		$	2,007,990			20
Investment securities		990,687			879,978			659,891			559,390			470,176			14
Earning assets		5,470,718			4,738,389			3,796,332			3,029,409			2,554,530			18
Total assets		5,865,756			5,087,702			4,068,834			3,211,344			2,749,257			18
Deposits		4,477,600			3,680,516			2,857,449			2,385,239			2,116,499			18
Stockholders’ equity		472,686			397,088			299,373			221,579			194,665			24
Common shares outstanding		40,020			38,168			35,289			31,895			32,266

(1)	Excludes pre-tax merger-related and restructuring charges totaling $.9 million, or $.02 per diluted common share, recorded in 2004; $2.1 million, or $.04 per diluted common share, recorded in 2003; and $1.6 million, or $.03 per diluted common share, recorded in 2001.
(2)	Net income available to common stockholders, which excludes preferred stock dividends, divided by average realized common equity which excludes accumulated other comprehensive income (loss).
(3)	Excludes effect of acquisition related intangibles and associated amortization.
(4)	Compound annual growth rate.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(a) of the Securities Exchange Act of 1934, United has duly caused this Report on Form 10-K, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blairsville, State of Georgia, on the 6^th of March, 2006.

UNITED COMMUNITY BANKS, INC. (Registrant)
By:	/s/ Jimmy C. Tallent
	Jimmy C. Tallent
	President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ Rex S. Schuette
	Rex S. Schuette
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

By:	/s/ Alan H. Kumler
	Alan H. Kumler
	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

*

/s/ Jimmy C. Tallent

Jimmy C. Tallent

President, Chief Executive Officer and Director

(Principal Executive Officer)

Robert L. Head, Jr.

Chairman of the Board

*

W. C. Nelson, Jr.

Vice Chairman of the Board

*

A. William Bennett

Director

*

Robert Blalock

Director

*

Guy W. Freeman

Director

4

	*
	Thomas C. Gilliland
	Director
	*
	Charles E. Hill
	Director
	*
	Hoyt O. Holloway
	Director
	*
	Clarence W. Mason, Sr.
	Director
	*
	Tim Wallis
	Director
*By:	/s/ Jimmy C. Tallent
	Jimmy C. Tallent
	Attorney-in-fact

5

EXHIBIT INDEX

Exhibit No.	Description
31.1	Certification by Jimmy C. Tallent, President and Chief Executive Officer of United Community Banks, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification by Rex S. Schuette, Executive Vice President and Chief Financial Officer of United Community Banks, Inc., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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EX-31.1

Exhibit 31.1

I, Jimmy C. Tallent, President and Chief Executive Officer of United Community Banks, Inc. (the “registrant”), certify that:

1. I have reviewed this annual report on Form 10-K, as amended, of the registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d — 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Jimmy C. Tallent
	Jimmy C. Tallent
	President and Chief Executive Officer

Date: March 6, 2006

7

EX-31.2

Exhibit 31.2

I, Rex S. Schuette, Executive Vice President and Chief Financial Officer of United Community Banks, Inc. (the “registrant”), certify that:

1. I have reviewed this annual report on Form 10-K, as amended, of the registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a - 15(f) and 15d — 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Rex S. Schuette
	Rex S. Schuette
	Executive Vice President and Chief Financial Officer

Date: March 6, 2006

8

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of United Community Banks, Inc. (“United”) on Form 10-K, as amended, for the period ending December 31, 2005 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jimmy C. Tallent, President and Chief Executive Officer of United, and I, Rex S. Schuette, Executive Vice President and Chief Financial Officer of United, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of United.

By:	/s/ Jimmy C. Tallent
	Jimmy C. Tallent
	President and Chief Executive Officer

By:	/s/ Rex S. Schuette
	Rex S. Schuette
	Executive Vice President and Chief Financial Officer

Date: March 6, 2006

9