10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2019
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-20293

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	54-1598552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.33 per share	AUB	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).             Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐
		Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of common stock outstanding as of July 31, 2019 was 82,097,528.

ATLANTIC UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX

ITEM		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018 (audited)	2
	Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2019 and 2018	3
	Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2019 and 2018	4
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the six months ended June 30, 2019 and 2018	5
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2019 and 2018	7
	Notes to Consolidated Financial Statements (unaudited)	9
	Review Report of Independent Registered Public Accounting Firm	54
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	80
Item 4.	Controls and Procedures	82
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	83
Item 1A.	Risk Factors	83
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	83
Item 6.	Exhibits	84
	Signatures	85

Glossary of Acronyms and Defined Terms

2018 Form 10-K	–	Annual Report on Form 10-K for the year ended December 31, 2018
Access	–	Access National Corporation and its subsidiaries
AFS	–	Available for sale
ALCO	–	Asset Liability Committee
ALL	–	Allowance for loan losses
AOCI	–	Accumulated other comprehensive income (loss)
ASC	–	Accounting Standards Codification
ASU	–	Accounting Standards Update
ATM	–	Automated teller machine
the Bank	–	Atlantic Union Bank (formerly, Union Bank & Trust)
BOLI	–	Bank-owned life insurance
bps	–	Basis points
CCPs	–	Central Counterparty Clearinghouses
CECL	–	Current expected credit losses
CME	–	Chicago Mercantile Exchange
the Company	–	Atlantic Union Bankshares Corporation (formerly, Union Bankshares Corporation) and its subsidiaries
DHFB	–	Dixon, Hubard, Feinour, & Brown, Inc.
Dodd-Frank Act	–	Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
EPS	–	Earnings per share
Exchange Act	–	Securities Exchange Act of 1934, as amended
FASB	–	Financial Accounting Standards Board
FCMs	–	Futures Commission Merchants
FDIC	–	Federal Deposit Insurance Corporation
Federal Reserve	–	Board of Governors of the Federal Reserve System
Federal Reserve Act	–	Federal Reserve Act of 1913, as amended
Federal Reserve Bank		Federal Reserve Bank of Richmond
FHLB	–	Federal Home Loan Bank of Atlanta
FTE	–	Fully taxable equivalent
GAAP or U.S. GAAP	–	Accounting principles generally accepted in the United States
HELOC	–	Home equity line of credit
HTM	–	Held to maturity
IDC	–	Interactive Data Corporation
LCH	–	London Clearing House
LIBOR	–	London Interbank Offered Rate
MBS	–	Mortgage Backed Securities
MD&A	–	Management’s Discussion and Analysis of Financial Condition and Results of Operations
NOW	–	Negotiable order of withdrawal
NPA	–	Nonperforming assets
OAL	–	Outfitter Advisors, Ltd.
OCI	–	Other comprehensive income
ODCM	–	Old Dominion Capital Management, Inc.
OREO	–	Other real estate owned
OTTI	–	Other than temporary impairment
PCI	–	Purchased credit impaired
ROA	–	Return on average assets
ROE	–	Return on average common equity

ROTCE	–	Return on average tangible common equity
ROU Asset	–	Right of Use Asset
SEC	–	Securities and Exchange Commission
Securities Act	–	Securities Act of 1933, as amended
Shore Premier	–	Shore Premier Finance, a division of the Bank
Shore Premier sale	–	The sale of substantially all of the assets and certain specific liabilities of Shore Premier
Tax Act	–	Tax Cuts and Jobs Act of 2017
TDR	–	Troubled debt restructuring
Topic 606	–	ASU No. 2014-09, “Revenue from Contracts with Customers: Topic 606”
TFSB	–	The Federal Savings Bank
UMG	–	Union Mortgage Group, Inc.
Xenith	–	Xenith Bankshares, Inc.

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

	June 30,		December 31,
	2019		2018
ASSETS	(unaudited)		(audited)
Cash and cash equivalents:
Cash and due from banks	$	171,441	$	166,927
Interest-bearing deposits in other banks		146,514		94,056
Federal funds sold		2,523		216
Total cash and cash equivalents		320,478		261,199
Securities available for sale, at fair value		1,999,494		1,774,821
Securities held to maturity, at carrying value		558,503		492,272
Restricted stock, at cost		145,859		124,602
Loans held for sale, at fair value		62,908		—
Loans held for investment, net of deferred fees and costs		12,220,514		9,716,207
Less allowance for loan losses		42,463		41,045
Net loans held for investment		12,178,051		9,675,162
Premises and equipment, net		168,514		146,967
Goodwill		930,449		727,168
Amortizable intangibles, net		82,976		48,685
Bank owned life insurance		318,734		263,034
Other assets		392,454		250,210
Assets of discontinued operations		964		1,479
Total assets	$	17,159,384	$	13,765,599
LIABILITIES
Noninterest-bearing demand deposits	$	3,014,896	$	2,094,607
Interest-bearing deposits		9,500,648		7,876,353
Total deposits		12,515,544		9,970,960
Securities sold under agreements to repurchase		70,870		39,197
Other short-term borrowings		618,050		1,048,600
Long-term borrowings		1,220,251		668,481
Other liabilities		221,353		112,093
Liabilities of discontinued operations		1,021		1,687
Total liabilities		14,647,089		11,841,018
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Common stock, $1.33 par value; shares authorized 200,000,000 and 100,000,000 at June 30, 2019 and December 31, 2018, respectively; 82,086,736 and 65,977,149 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively.		108,560		87,250
Additional paid-in capital		1,862,716		1,380,259
Retained earnings		512,952		467,345
Accumulated other comprehensive income (loss)		28,067		(10,273)
Total stockholders' equity		2,512,295		1,924,581
Total liabilities and stockholders' equity	$	17,159,384	$	13,765,599

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(Dollars in thousands, except share and per share data)

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2019		2018		2019		2018
Interest and dividend income:
Interest and fees on loans	$	158,838	$	119,540	$	302,952	$	232,193
Interest on deposits in other banks		544		676		1,017		1,323
Interest and dividends on securities:
Taxable		13,353		8,012		26,434		15,084
Nontaxable		8,390		4,181		16,374		8,189
Total interest and dividend income		181,125		132,409		346,777		256,789
Interest expense:
Interest on deposits		28,809		13,047		53,239		24,259
Interest on short-term borrowings		5,563		5,166		12,114		9,415
Interest on long-term borrowings		8,159		6,028		15,283		11,475
Total interest expense		42,531		24,241		80,636		45,149
Net interest income		138,594		108,168		266,141		211,640
Provision for credit losses		5,300		2,147		9,092		5,671
Net interest income after provision for credit losses		133,294		106,021		257,049		205,969
Noninterest income:
Service charges on deposit accounts		7,499		6,189		14,656		12,083
Other service charges and fees		1,702		1,278		3,367		2,512
Interchange fees, net		5,612		4,792		10,656		9,280
Fiduciary and asset management fees		5,698		4,040		10,752		7,096
Mortgage banking income, net		2,785		—		4,240		—
Gains (losses) on securities transactions, net		51		(88)		202		125
Bank owned life insurance income		2,075		1,728		4,129		3,395
Loan-related interest rate swap fees, net		3,716		898		5,176		1,617
Gain on Shore Premier sale		—		20,899		—		20,899
Other operating income		1,440		861		2,337		3,858
Total noninterest income		30,578		40,597		55,515		60,865
Noninterest expenses:
Salaries and benefits		50,390		40,777		98,398		81,518
Occupancy expenses		7,534		6,159		14,935		12,226
Furniture and equipment expenses		3,542		3,103		6,938		6,041
Printing, postage, and supplies		1,252		1,282		2,494		2,342
Communications expense		1,157		1,009		2,162		2,104
Technology and data processing		5,739		4,322		11,415		8,881
Professional services		2,630		2,671		5,587		5,225
Marketing and advertising expense		2,908		3,288		5,291		4,725
FDIC assessment premiums and other insurance		2,601		1,882		5,239		4,067
Other taxes		4,044		2,895		7,808		5,782
Loan-related expenses		2,396		1,843		4,685		3,158
OREO and credit-related expenses		1,473		1,122		2,157		2,654
Amortization of intangible assets		4,937		3,215		9,154		6,396
Training and other personnel costs		1,477		1,125		2,621		2,132
Merger-related costs		6,371		8,273		24,493		35,985
Rebranding expense		4,012		—		4,420		—
Other expenses		3,145		2,174		4,538		3,649
Total noninterest expenses		105,608		85,140		212,335		186,885
Income from continuing operations before income taxes		58,264		61,478		100,229		79,949
Income tax expense		9,356		11,678		15,606		13,575
Income from continuing operations		48,908		49,800		84,623		66,374
Discontinued operations:
Income (loss) from operations of discontinued mortgage segment		(114)		(3,085)		(229)		(3,008)
Income tax expense (benefit)		(29)		(612)		(59)		(600)
Income (loss) on discontinued operations		(85)		(2,473)		(170)		(2,408)
Net income	$	48,823	$	47,327	$	84,453	$	63,966
Basic earnings per common share	$	0.59	$	0.72	$	1.06	$	0.97
Diluted earnings per common share	$	0.59	$	0.72	$	1.06	$	0.97
Dividends declared per common share	$	0.23	$	0.21	$	0.46	$	0.42
Basic weighted average number of common shares outstanding		82,062,585		65,919,055		79,282,830		65,737,849
Diluted weighted average number of common shares outstanding		82,125,194		65,965,577		79,344,573		65,801,926

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net income	$	48,823	$	47,327	$	84,453	$	63,966
Other comprehensive income (loss):
Cash flow hedges:
Change in fair value of cash flow hedges		(2,595)		675		(4,055)		2,639
Reclassification adjustment for losses included in net income (net of tax, $46 and $78 for the three months and $78 and $144 for the six months ended June 30, 2019 and 2018, respectively) (1)		173		294		293		543
AFS securities:
Unrealized holding gains (losses) arising during period (net of tax, $5,888 and $687 for the three months and $11,226 and $4,193 for the six months ended June 30, 2019 and 2018, respectively)		22,151		(2,586)		42,233		(15,777)
Reclassification adjustment for losses (gains) included in net income (net of tax, $20 and $18 for the three months and $42 and $27 for the six months ended June 30, 2019 and 2018, respectively) (2)		(73)		69		(159)		(99)
HTM securities:
Reclassification adjustment for accretion of unrealized gain on AFS securities transferred to HTM (net of tax, $1 and $26 for the three months and $3 and $106 for the six months ended June 30, 2019 and 2018, respectively) (3)		(5)		(99)		(10)		(398)
Bank owned life insurance:
Reclassification adjustment for losses included in net income (4)		19		19		38		38
Other comprehensive income (loss)		19,670		(1,628)		38,340		(13,054)
Comprehensive income	$	68,493	$	45,699	$	122,793	$	50,912

(1) The gross amounts reclassified into earnings are reported in the interest income and interest expense sections of the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(2) The gross amounts reclassified into earnings are reported as "Gains (losses) on securities transactions, net" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(3) The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

(4) Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2019

(Dollars in thousands, except share and per share amounts)

							Accumulated
			Additional				Other
	Common		Paid-In		Retained		Comprehensive
	Stock		Capital		Earnings		Income (Loss)		Total
Balance - December 31, 2018	$	87,250	$	1,380,259	$	467,345	$	(10,273)	$	1,924,581
Net Income						35,631				35,631
Other comprehensive income (net of taxes of $5,346)								18,670		18,670
Issuance of common stock in regard to acquisition (15,842,026 shares)		21,070		478,904						499,974
Dividends on common stock ($0.23 per share)						(18,838)				(18,838)
Issuance of common stock under Equity Compensation Plans (6,127 shares)		8		130						138
Issuance of common stock for services rendered (6,085 shares)		8		211						219
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans (104,151 shares)		139		(1,786)						(1,647)
Impact of adoption of new guidance(1)						(1,133)				(1,133)
Stock-based compensation expense				1,870						1,870
Balance - March 31, 2019	$	108,475	$	1,859,588	$	483,005	$	8,397	$	2,459,465
Net Income						48,823				48,823
Other comprehensive income (net of taxes of $5,913)								19,670		19,670
Dividends on common stock ($0.23 per share)						(18,876)				(18,876)
Issuance of common stock under Equity Compensation Plans (36,551 shares)		48		938						986
Issuance of common stock for services rendered (6,192 shares)		8		192						200
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans (21,447 shares)		29		(336)						(307)
Stock-based compensation expense				2,334						2,334
Balance - June 30, 2019	$	108,560	$	1,862,716	$	512,952	$	28,067	$	2,512,295

(1) Adoption of ASU No. 2016-02, "Leases (Topic 842)." in the first quarter of 2019.

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2018

(Dollars in thousands, except share and per share amounts)

							Accumulated
			Additional				Other
	Common		Paid-In		Retained		Comprehensive
	Stock		Capital		Earnings		Income (Loss)		Total
Balance - December 31, 2017	$	57,744	$	610,001	$	379,468	$	(884)	$	1,046,329
Net Income						16,639				16,639
Other comprehensive income (net of taxes of $3,565)								(11,426)		(11,426)
Issuance of common stock in regard to acquisition (21,922,077 shares)(1)		29,156		765,653						794,809
Dividends on common stock ($0.21 per share)						(13,808)				(13,808)
Issuance of common stock under Equity Compensation Plans (68,495 shares)		91		836						927
Issuance of common stock for services rendered (4,914 shares)		7		177						184
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans (69,562 shares)		93		(2,363)						(2,270)
Cancellation of warrants				(1,530)						(1,530)
Stock-based compensation expense				1,223						1,223
Balance - March 31, 2018	$	87,091	$	1,373,997	$	382,299	$	(12,310)	$	1,831,077
Net Income						47,327				47,327
Other comprehensive income (net of taxes of $617)								(1,628)		(1,628)
Dividends on common stock ($0.21 per share)						(13,841)				(13,841)
Issuance of common stock under Equity Compensation Plans (17,058 shares)		23		416						439
Issuance of common stock for services rendered (5,259 shares)		7		205						212
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans (6,664 shares)		8		(136)						(128)
Impact of adoption of new guidance						(293)		(107)		(400)
Stock-based compensation expense				1,812						1,812
Balance - June 30, 2018	$	87,129	$	1,376,294	$	415,492	$	(14,045)	$	1,864,870

(1) Includes conversion of Xenith warrants to the Company’s warrants.

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(Dollars in thousands)

	2019		2018
Operating activities (1):
Net income	$	84,453	$	63,966
Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:
Depreciation of premises and equipment		7,368		6,985
Writedown of foreclosed properties and former bank premises		852		1,142
Amortization, net		12,917		5,749
Amortization (accretion) related to acquisitions, net		(4,704)		(5,273)
Provision for credit losses		9,092		5,407
Gains on securities transactions, net		(202)		(125)
BOLI income		(4,129)		(3,395)
Decrease (increase) in loans held for sale, net		(41,681)		472
Losses (gains) on sales of foreclosed properties and bank premises, net		147		(85)
Gain on sale of Shore Premier loans		—		(20,899)
Goodwill impairment losses		—		864
Stock-based compensation expenses		4,204		3,035
Issuance of common stock for services		419		396
Net decrease (increase) in other assets		(54,426)		(21,878)
Net increase in other liabilities		15,710		17,532
Net cash and cash equivalents provided by (used in) operating activities		30,020		53,893
Investing activities:
Purchases of AFS securities and restricted stock		(253,324)		(502,675)
Purchases of HTM securities		(47,217)		(40,145)
Proceeds from sales of AFS securities and restricted stock		387,949		309,516
Proceeds from maturities, calls and paydowns of AFS securities		108,115		70,653
Proceeds from maturities, calls and paydowns of HTM securities		1,410		—
Proceeds from sale of loans held for investment		—		581,324
Net increase in loans held for investment		(348,515)		(272,919)
Net increase in premises and equipment		(5,691)		(2,653)
Proceeds from sales of foreclosed properties and former bank premises		1,035		2,728
Cash paid in acquisitions		(12)		(10,928)
Cash acquired in acquisitions		46,164		174,227
Net cash and cash equivalents provided by (used in) investing activities		(110,086)		309,128
Financing activities:
Net increase in noninterest-bearing deposits		235,882		179,348
Net increase in interest-bearing deposits		82,134		78,040
Net increase (decrease) in short-term borrowings		(619,562)		(235,953)
Cash paid for contingent consideration		(565)		(565)
Proceeds from issuance of long-term debt		500,000		25,000
Repayments of long-term debt		(20,000)		—
Cash dividends paid - common stock		(37,714)		(27,649)
Cancellation of warrants		—		(1,530)
Issuance of common stock		1,124		1,366
Vesting of restricted stock, net of shares held for taxes		(1,954)		(2,398)
Net cash and cash equivalents provided by (used in) financing activities		139,345		15,659
Increase (decrease) in cash and cash equivalents		59,279		378,680
Cash and cash equivalents at beginning of the period		261,199		199,373
Cash and cash equivalents at end of the period	$	320,478	$	578,053

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(Dollars in thousands)

	2019		2018
Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	77,838	$	44,137
Income taxes		7,426		6,250
Supplemental schedule of noncash investing and financing activities
Transfers from loans (foreclosed properties) to foreclosed properties (loans)		1,171		(59)
Stock received as consideration for sale of loans held for investment		—		28,913
Securities transferred from HTM to AFS		—		187,425
Issuance of common stock in exchange for net assets in acquisitions		499,974		794,809
Transactions related to acquisitions
Assets acquired		2,855,359		3,251,191
Liabilities assumed (2)		2,558,638		2,872,984

(1) Discontinued operations have an immaterial impact to the Company’s Consolidated Statement of Cash Flows. The change in loans held for sale included in the Operating Activities section for the six months ended June 30, 2018 are fully attributable to discontinued operations.

(2) 2018 includes contingent consideration related to DHFB acquisition.

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. ACCOUNTING POLICIES

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (formerly, Union Bankshares Corporation) (Nasdaq: AUB) is the holding company for Atlantic Union Bank (formerly, Union Bank & Trust). Atlantic Union Bank  has 153 branches, seven of which are operated as Xenith Bank, a division of Atlantic Union Bank, and approximately 200 ATMs located throughout Virginia and in portions of Maryland and North Carolina. Middleburg Financial is a brand name used by Atlantic Union Bank and certain affiliates when providing trust, wealth management, private banking, and investment advisory products and services. Certain non-bank affiliates of Atlantic Union Bank include: Old Dominion Capital Management, Inc., and its subsidiary Outfitter Advisors, Ltd., Dixon, Hubard, Feinour & Brown, Inc., and Middleburg Investment Services, LLC, which provide investment advisory and/or brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Effective May 17, 2019 (after market close), Union Bankshares Corporation changed its name to Atlantic Union Bankshares Corporation and Union Bank & Trust changed its name to Atlantic Union Bank. The name change was approved by the Board of Directors at the Company’s January 23, 2019 Board meeting and a related amendment to the Company’s articles of incorporation was approved by the Company’s shareholders at its 2019 Annual Meeting on May 2, 2019. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant inter-company transactions have been eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements; however, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2018 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation.

Business Combinations and Divestitures

On February 1, 2019, the Company completed the acquisition of Access, a bank holding company based in Reston, Virginia for a purchase price of approximately $500.0 million. Access’s common stockholders received 0.75 shares of the Company’s common stock in exchange for each share of Access’s common stock, resulting in the Company issuing 15,842,026 shares of common stock. In addition, the Company paid cash of approximately $12,000 in lieu of fractional shares.

In connection with the transaction, the Company recorded $203.3 million in goodwill and $43.5 million of amortizable assets, which primarily relate to core deposit intangibles. The Company currently estimates that these other intangible assets will be amortized over 5 to 10 years using various methods. The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition.

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Affordable Housing Entities

The Company invests in private investment funds that make equity investments in multifamily affordable housing properties that provide affordable housing tax credits for these investments. The activities of these entities are financed with a combination of invested equity capital and debt. For the three and six months ended June 30, 2019, the Company recognized amortization of $682,000 and $1.2 million, respectively, and tax credits of $728,000 and $1.3 million, respectively, associated with these investments within “Income tax expense” on the Company’s Consolidated Statements of Income. For the three and six months ended June 30, 2018, the Company recognized amortization of $236,000 and $471,000, respectively, and tax credits of $281,000 and $564,000, respectively. The carrying value of the Company’s investments in these qualified affordable housing projects was $29.6 million and $10.8 million as of June 30, 2019 and December 31, 2018, respectively. At June 30, 2019 and December 31, 2018, the Company’s recorded liability totaled $12.8 million and $9.9 million, respectively, for the related unfunded commitments, which are expected to be paid throughout the years 2019 - 2033.

Adoption of New Accounting Standards

On January 1, 2019, the Company adopted ASU No. 2016-02, "Leases (Topic 842)." The adoption of this standard required lessees to recognize right of use assets and lease liabilities on the Consolidated Balance Sheet and disclose key information about leasing arrangements. The Company adopted this ASU on January 1, 2019 under the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to not reassess the lease classification of existing leases, as well as not reassess whether any expired or existing contracts are or contain a lease; and maintain consistent treatment of initial direct costs on existing leases. In addition, the Company elected the short-term lease exemption practical expedient in which leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheet. The Company also elected the practical expedient related to accounting for lease and non-lease components as a single lease component. Adoption of this standard resulted in the Company recording a lease liability of $53.2 million and right of use assets of $48.9 million as of January 1, 2019. Operating leases have been included within other assets and other liabilities on the Company’s Consolidated Balance Sheet. The implementation of this standard resulted in a $1.1 million decrease to Retained Earnings. There was no impact on the Company’s Consolidated Statement of Cash Flows. Refer to Note 6 "Leases" for further discussion regarding the adoption.

In August 2018, the FASB issued ASU No. 2018-15, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU amends the Intangibles—Goodwill and Other Topic of the Accounting Standards Codification to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU will be effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company adopted this standard in the first quarter of 2019 using the prospective approach. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU contains significant differences from existing GAAP and is effective for fiscal years beginning after December 15, 2019. This ASU updates the existing guidance to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The CECL model will replace the Company’s current accounting for PCI and impaired loans. This ASU also amends the AFS debt securities OTTI model. The Company has established a cross-functional governance structure for the implementation of CECL. In addition, the Company is validating the models that will be used upon adoption of the standard. The implementation of this ASU will result in increases to the Company’s reserves for credit losses of financial instruments; however, the quantitative impact cannot be reasonably estimated since this ASU relies on economic conditions and trends that will impact the Company’s portfolio at the time of adoption. The Company is continuing to evaluate the impact ASU No. 2016-13 will have on its consolidated financial statements.

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2. ACQUISITIONS

Access Acquisition

On February 1, 2019, the Company completed its acquisition of Access National Corporation (and its subsidiaries), a bank holding company based in Reston, Virginia. Holders of shares of Access’s common stock received 0.75 shares of the Company’s common stock in exchange for each share of Access’s common stock, resulting in the Company issuing 15,842,026 shares of the Company’s common stock at a fair value of approximately $500.0 million. In addition, the Company paid cash of approximately $12,000 in lieu of fractional shares.

The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition, in accordance with ASC 350, Intangibles-Goodwill and Other. Measurement period adjustments that were made in the second quarter of 2019 include immaterial changes to the fair value of loans, buildings, other amortizable intangibles, and other assets. The Company will continue to keep the measurement period open for certain accounts, including loans, real estate, and deferred tax assets, where its review procedures of any updated information related to the transaction are ongoing. If considered necessary, additional adjustments to the fair value measurement of these accounts will be made until all information is finalized, the Company’s review procedures are complete, and the measurement period is closed. The goodwill is not expected to be deductible for tax purposes.

The following table provides a preliminary assessment of the consideration transferred, assets acquired, and liabilities assumed as of the date of the acquisition (dollars in thousands):

Purchase Price:
Fair value of shares of the Company's common stock issued			$	499,974
Cash paid for fractional shares				12
Total purchase price			$	499,986
Fair value of assets acquired:
Cash and cash equivalents	$	46,164
Investments		464,742
Loans		2,173,481
Premises and equipment		28,001
Core deposit intangibles		40,860
Other assets		102,111
Total assets	$	2,855,359
Fair value of liabilities assumed:
Deposits	$	2,227,073
Short-term borrowings		220,685
Long-term borrowings		70,535
Other liabilities		40,345
Total liabilities	$	2,558,638
Net assets acquired			$	296,721
Preliminary goodwill			$	203,265

The acquired loans were recorded at fair value at the acquisition date without carryover of Access’s previously established ALL. The fair value of the loans was determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected on the loans and leases and then applying a market-based discount rate to those cash flows. In this regard, the acquired loans were segregated into pools based on loan type and credit risk. Loan type was determined based on collateral type, purpose, and lien position. Credit risk characteristics included risk rating groups (pass rated loans and adversely classified loans) and past due status. For

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valuation purposes, these pools were further disaggregated by maturity, pricing characteristics (e.g., fixed-rate, adjustable-rate) and re-payment structure (e.g., interest only, fully amortizing, balloon). If new information is obtained about facts and circumstances about expected cash flows that existed as of the acquisition date, management will adjust fair values in accordance with accounting for business combinations.

The acquired loans were divided into loans with evidence of credit quality deterioration which are accounted for under ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality, (acquired impaired) and loans that do not meet these criteria, which are accounted for under ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, (acquired performing). The fair values of the acquired performing loans were $2.1 billion and the fair values of the acquired impaired loans were $33.1 million. The gross contractually required principal and interest payments receivable for acquired performing loans was $2.5 billion. The best estimate of contractual cash flows not expected to be collected related to the acquired performing loans is $17.9 million.

The following table presents the acquired impaired loans receivable at the acquisition date (dollars in thousands):

Contractually required principal and interest payments	$	44,232
Nonaccretable difference		(6,061)
Cash flows expected to be collected		38,171
Accretable difference		(5,061)
Fair value of loans acquired with a deterioration of credit quality	$	33,110

The following table presents certain pro forma information as if Access had been acquired on January 1, 2018. These results combine the historical results of Access in the Company’s Consolidated Statements of Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2018. In particular, no adjustments have been made to eliminate the amount of Access’s provision for credit losses that would not have been necessary had the acquired loans been recorded at fair value as of January 1, 2018. Pro forma adjustments below include the net impact of accretion for 2018 and the elimination of merger-related costs for 2019.

The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition which are not reflected in the pro forma amounts below (dollars in thousands):

	Pro forma for the three				Pro forma for the six
	months ended				months ended
	June 30,				June 30,
	2019		2018		2019		2018
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Total revenues (1)	$	169,172	$	184,758	$	332,326	$	341,407
Net income	$	53,480	$	57,741	$	105,787	$	82,599
EPS	$	0.65	$	0.71	$	1.32	$	1.01

(1) Includes net interest income and noninterest income.

The revenue and earnings amounts specific to Access since the acquisition date that are included in the consolidated results for 2019 are not readily determinable. The disclosures of these amounts are impracticable due to the merging of certain processes and systems at the acquisition date.

Merger-related costs associated with the acquisition of Access were $5.8 million and $23.6 million for the three and six months ended June 30, 2019, respectively; there were no merger-related costs associated with the acquisition of Access during the first six months of 2018. Such costs include legal and accounting fees, lease and contract termination expenses, system conversion, and employee severances, which have been expensed as incurred.

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3. SECURITIES

Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

	Amortized		Gross Unrealized				Estimated
	Cost		Gains		(Losses)		Fair Value
June 30, 2019
U.S. government and agency securities	$	4,462	$	18	$	—	$	4,480
Obligations of states and political subdivisions		485,192		24,566		(11)		509,747
Corporate and other bonds (1)		202,935		3,887		(509)		206,313
Mortgage-backed securities		1,253,541		23,293		(1,429)		1,275,405
Other securities		3,549		—		—		3,549
Total AFS securities	$	1,949,679	$	51,764	$	(1,949)	$	1,999,494
December 31, 2018
Obligations of states and political subdivisions	$	466,588	$	3,844	$	(1,941)	$	468,491
Corporate and other bonds (1)		167,561		1,118		(983)		167,696
Mortgage-backed securities		1,138,034		4,452		(12,621)		1,129,865
Other securities		8,769		—		—		8,769
Total AFS securities	$	1,780,952	$	9,414	$	(15,545)	$	1,774,821

(1) Other bonds includes asset-backed securities.

The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018 (dollars in thousands). These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2019
Obligations of states and political subdivisions	$	775	$	—	$	731	$	(11)	$	1,506	$	(11)
Corporate bonds and other securities		10,518		(85)		33,592		(424)		44,110		(509)
Mortgage-backed securities		26,826		(116)		149,629		(1,313)		176,455		(1,429)
Total AFS securities	$	38,119	$	(201)	$	183,952	$	(1,748)	$	222,071	$	(1,949)
December 31, 2018
Obligations of states and political subdivisions	$	133,513	$	(1,566)	$	10,145	$	(375)	$	143,658	$	(1,941)
Corporate bonds and other securities		35,478		(315)		33,888		(668)		69,366		(983)
Mortgage-backed securities		306,038		(3,480)		341,400		(9,141)		647,438		(12,621)
Total AFS securities	$	475,029	$	(5,361)	$	385,433	$	(10,184)	$	860,462	$	(15,545)

As of June 30, 2019, there were $184.0 million, or 84 issues, of individual AFS securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $1.7 million. As of December 31, 2018, there were $385.4 million, or 138 issues, of individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $10.2 million. The Company has determined that these securities were temporarily impaired at June 30, 2019 and December 31, 2018 for the reasons set out below:

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Obligations of state and political subdivisions. This category’s unrealized losses are primarily the result of interest rate fluctuations and ratings downgrades for a limited number of securities. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Corporate and other bonds. This category’s unrealized losses are the result of interest rate fluctuations and ratings downgrades for a limited number of securities. The majority of these securities remain investment grade and the Company’s analysis did not indicate the existence of a credit loss. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Mortgage-backed securities. This category’s unrealized losses are primarily the result of interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, the Company does not intend to sell the investments, and the accounting standard of "more likely than not" has not been met for the Company to be required to sell any of the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired. Also, the majority of the Company’s mortgage-backed securities are agency-backed securities, which have a government guarantee.

The following table presents the amortized cost and estimated fair value of AFS securities as of June 30, 2019 and December 31, 2018, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019				December 31, 2018
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	16,726	$	16,828	$	22,653	$	22,789
Due after one year through five years		164,576		166,589		191,003		188,999
Due after five years through ten years		246,735		252,016		218,211		217,304
Due after ten years		1,521,642		1,564,061		1,349,085		1,345,729
Total AFS securities	$	1,949,679	$	1,999,494	$	1,780,952	$	1,774,821

Refer to Note 8 "Commitments and Contingencies" for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of June 30, 2019 and December 31, 2018.

Held to Maturity

The Company reports HTM securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income prior to reclassifying the securities from AFS securities to HTM securities. Investment securities transferred into the HTM category from the AFS category are recorded at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the HTM securities. Such unrealized gains or losses are accreted over the remaining life of the security with no impact on future net income.

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The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

	Carrying		Gross Unrealized				Estimated
	Value		Gains		(Losses)		Fair Value
June 30, 2019
Obligations of states and political subdivisions	$	547,591	$	38,966	$	—	$	586,557
Mortgage-backed securities		10,912		106		—		11,018
Total held-to-maturity securities	$	558,503	$	39,072	$	—	$	597,575
December 31, 2018
Obligations of states and political subdivisions	$	492,272	$	7,375	$	(146)	$	499,501

The following table shows the gross unrealized losses and fair value (dollars in thousands) of the Company’s HTM securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018 (dollars in thousands). These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses (1)		Value		Losses (1)		Value		Losses (1)
June 30, 2019
Obligations of states and political subdivisions	$	250	$	—	$	—	$	—	$	250	$	—
(1) Losses were less than $1,000 as of June 30, 2019
December 31, 2018
Obligations of states and political subdivisions	$	43,206	$	(146)	$	—	$	—	$	43,206	$	(146)

As of June 30, 2019 and December 31, 2018 there were no issues of individual HTM securities that had been in a continuous loss position for more than 12 months.

The following table presents the amortized cost and estimated fair value of HTM securities as of June 30, 2019 and December 31, 2018, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Due in one year or less	$	250	$	250	$	—	$	—
Due after one year through five years		8,167		8,354		3,893		3,900
Due after five years through ten years		3,992		4,093		3,480		3,507
Due after ten years		546,094		584,878		484,899		492,094
Total HTM securities	$	558,503	$	597,575	$	492,272	$	499,501

Refer to Note 8 "Commitments and Contingencies" for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of June 30, 2019 and December 31, 2018.

Restricted Stock, at cost

Due to restrictions placed upon the Bank’s common stock investment in the Federal Reserve Bank and FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the investment security classifications and are included as a separate line item on the Company’s Consolidated Balance Sheets. At June 30, 2019 and December 31, 2018, the FHLB required the Bank to maintain stock in an amount equal to 4.25% of outstanding borrowings and a specific percentage of the Bank’s total assets. The Federal Reserve Bank required the Bank to maintain stock with a par value equal to 6% of the Bank’s outstanding capital at both June 30, 2019 and December 31, 2018. Restricted equity securities consist of Federal Reserve Bank stock in the amount of $67.0

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million and $52.6 million for June 30, 2019 and December 31, 2018 and FHLB stock in the amount of $78.9 million and $72.0 million as of June 30, 2019 and December 31, 2018, respectively.

Other-Than-Temporary-Impairment

During each quarter, the Company conducts an assessment of the securities portfolio for OTTI consideration. The assessment considers factors such as external credit ratings, delinquency coverage ratios, market price, management’s judgment, expectations of future performance, and relevant industry research and analysis. An impairment is other-than-temporary if any of the following conditions exist: the entity intends to sell the security; it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis; or the entity does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). If a credit loss exists, but an entity does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, the impairment is other-than-temporary and should be separated into a credit portion to be recognized in earnings and the remaining amount relating to all other factors recognized as other comprehensive loss. Based on the assessment for the three months ended June 30, 2019, and in accordance with accounting guidance, no OTTI was recognized.

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended June 30, 2019 and 2018 (dollars in thousands).

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Realized gains (losses):
Gross realized gains	$	844	$	2,057
Gross realized losses		(793)		(1,855)
Net realized gains	$	51	$	202
Proceeds from sales of securities	$	179,701	$	387,950
	Three Months Ended		Six Months Ended
	June 30, 2018		June 30, 2018
Realized gains (losses):
Gross realized gains	$	2,095	$	2,793
Gross realized losses		(2,183)		(2,668)
Net realized gains	$	(88)	$	125
Proceeds from sales of securities	$	193,666	$	309,516

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4. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans are stated at their face amount, net of deferred fees and costs, and consist of the following at June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019		December 31, 2018
Construction and Land Development	$	1,267,712	$	1,194,821
Commercial Real Estate - Owner Occupied		1,966,776		1,337,345
Commercial Real Estate - Non-Owner Occupied		3,104,823		2,467,410
Multifamily Real Estate		602,115		548,231
Commercial & Industrial		2,032,799		1,317,135
Residential 1-4 Family - Commercial		801,703		713,750
Residential 1-4 Family - Mortgage		850,063		600,578
Auto		311,858		301,943
HELOC		660,621		613,383
Consumer		383,653		379,694
Other Commercial		238,391		241,917
Total loans held for investment, net (1)	$	12,220,514	$	9,716,207

(1) Loans, as presented, are net of deferred fees and costs totaling $7.2 million and $5.1 million as of June 30, 2019 and December 31, 2018, respectively.

The following table shows the aging of the Company’s loan portfolio, by segment, at June 30, 2019 (dollars in thousands):

					Greater than
	30-59 Days		60-89 Days		90 Days and
	Past Due		Past Due		still Accruing		PCI		Nonaccrual		Current		Total Loans
Construction and Land Development	$	2,327	$	318	$	855	$	12,181	$	5,619	$	1,246,412	$	1,267,712
Commercial Real Estate - Owner Occupied		1,707		—		2,540		32,628		4,062		1,925,839		1,966,776
Commercial Real Estate - Non-Owner Occupied		141		164		1,489		15,755		1,685		3,085,589		3,104,823
Multifamily Real Estate		1,218		—		—		92		—		600,805		602,115
Commercial & Industrial		3,223		1,175		295		3,930		1,183		2,022,993		2,032,799
Residential 1-4 Family - Commercial		1,622		651		863		12,675		4,135		781,757		801,703
Residential 1-4 Family - Mortgage		5,969		2,801		845		17,821		8,677		813,950		850,063
Auto		2,120		299		122		7		449		308,861		311,858
HELOC		4,978		1,336		658		4,869		1,432		647,348		660,621
Consumer		2,794		1,423		1,099		689		115		377,533		383,653
Other Commercial		30		—		62		654		105		237,540		238,391
Total loans held for investment	$	26,129	$	8,167	$	8,828	$	101,301	$	27,462	$	12,048,627	$	12,220,514

-17-

The following table shows the aging of the Company’s loan portfolio, by segment, at December 31, 2018 (dollars in thousands):

					Greater than
	30-59 Days		60-89 Days		90 Days and
	Past Due		Past Due		still Accruing		PCI		Nonaccrual		Current		Total Loans
Construction and Land Development	$	759	$	6	$	180	$	8,654	$	8,018	$	1,177,204	$	1,194,821
Commercial Real Estate - Owner Occupied		8,755		1,142		3,193		25,644		3,636		1,294,975		1,337,345
Commercial Real Estate - Non-Owner Occupied		338		41		—		17,335		1,789		2,447,907		2,467,410
Multifamily Real Estate		—		146		—		88		—		547,997		548,231
Commercial & Industrial		3,353		389		132		2,156		1,524		1,309,581		1,317,135
Residential 1-4 Family - Commercial		6,619		1,577		1,409		13,707		2,481		687,957		713,750
Residential 1-4 Family - Mortgage		12,049		5,143		2,437		16,766		7,276		556,907		600,578
Auto		3,320		403		195		7		576		297,442		301,943
HELOC		4,611		1,644		440		5,115		1,518		600,055		613,383
Consumer		1,504		1,096		870		32		135		376,057		379,694
Other Commercial		126		—		—		717		—		241,074		241,917
Total loans held for investment	$	41,434	$	11,587	$	8,856	$	90,221	$	26,953	$	9,537,156	$	9,716,207

The following table shows the PCI loan portfolios, by segment and their delinquency status, at June 30, 2019 (dollars in thousands):

	30-89 Days		Greater than
	Past Due		90 Days		Current		Total
Construction and Land Development	$	165	$	1,296	$	10,720	$	12,181
Commercial Real Estate - Owner Occupied		745		3,974		27,909		32,628
Commercial Real Estate - Non-Owner Occupied		116		999		14,640		15,755
Multifamily Real Estate		—		—		92		92
Commercial & Industrial		245		1,081		2,604		3,930
Residential 1-4 Family - Commercial		582		670		11,423		12,675
Residential 1-4 Family - Mortgage		1,423		3,779		12,619		17,821
Auto		—		—		7		7
HELOC		277		361		4,231		4,869
Consumer		—		5		684		689
Other Commercial		—		—		654		654
Total	$	3,553	$	12,165	$	85,583	$	101,301

-18-

The following table shows the PCI loan portfolios, by segment and their delinquency status, at December 31, 2018 (dollars in thousands):

	30-89 Days		Greater than
	Past Due		90 Days		Current		Total
Construction and Land Development	$	108	$	1,424	$	7,122	$	8,654
Commercial Real Estate - Owner Occupied		658		4,281		20,705		25,644
Commercial Real Estate - Non-Owner Occupied		61		1,810		15,464		17,335
Multifamily Real Estate		—		—		88		88
Commercial & Industrial		47		1,092		1,017		2,156
Residential 1-4 Family - Commercial		931		3,464		9,312		13,707
Residential 1-4 Family - Mortgage		1,899		2,412		12,455		16,766
Auto		—		—		7		7
HELOC		498		252		4,365		5,115
Consumer		5		9		18		32
Other Commercial		57		—		660		717
Total	$	4,264	$	14,744	$	71,213	$	90,221

The Company measures the amount of impairment by evaluating loans either in their collective homogeneous pools or individually. The following table shows the Company’s impaired loans, excluding PCI loans, by segment at June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019						December 31, 2018
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Loans without a specific allowance
Construction and Land Development	$	6,837	$	8,863	$	—	$	10,290	$	12,038	$	—
Commercial Real Estate - Owner Occupied		10,138		10,433		—		8,386		9,067		—
Commercial Real Estate - Non-Owner Occupied		6,265		6,568		—		6,578		6,929		—
Commercial & Industrial		2,583		2,605		—		3,059		3,251		—
Residential 1-4 Family - Commercial		4,986		5,126		—		4,516		4,576		—
Residential 1-4 Family - Mortgage		8,821		9,455		—		8,504		9,180		—
HELOC		2,205		2,220		—		1,150		1,269		—
Consumer		—		—		—		30		102		—
Other Commercial		—		—		—		478		478		—
Total impaired loans without a specific allowance	$	41,835	$	45,270	$	—	$	42,991	$	46,890	$	—
Loans with a specific allowance
Construction and Land Development	$	877	$	954	$	111	$	372	$	491	$	63
Commercial Real Estate - Owner Occupied		1,723		1,834		104		4,304		4,437		359
Commercial Real Estate - Non-Owner Occupied		565		613		11		391		391		1
Commercial & Industrial		407		430		135		1,183		1,442		752
Residential 1-4 Family - Commercial		4,703		4,850		341		3,180		3,249		185
Residential 1-4 Family - Mortgage		6,985		7,302		612		5,329		5,548		374
Auto		449		668		179		576		830		231
HELOC		1,230		1,340		330		724		807		188
Consumer		186		349		69		178		467		64
Other Commercial		576		577		30		—		—		—
Total impaired loans with a specific allowance	$	17,701	$	18,917	$	1,922	$	16,237	$	17,662	$	2,217
Total impaired loans	$	59,536	$	64,187	$	1,922	$	59,228	$	64,552	$	2,217

-19-

The following tables show the average recorded investment and interest income recognized for the Company’s impaired loans, excluding PCI loans, by segment for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2019				June 30, 2019
			Interest				Interest
	Average		Income		Average		Income
	Investment		Recognized		Investment		Recognized
Construction and Land Development	$	7,811	$	13	$	8,167	$	54
Commercial Real Estate - Owner Occupied		12,002		91		12,030		200
Commercial Real Estate - Non-Owner Occupied		6,931		60		6,944		119
Commercial & Industrial		3,038		27		3,081		59
Residential 1-4 Family - Commercial		9,969		73		9,730		138
Residential 1-4 Family - Mortgage		15,986		6		16,057		105
Auto		493		—		520		1
HELOC		3,489		38		3,506		78
Consumer		191		2		195		3
Other Commercial		579		7		583		15
Total impaired loans	$	60,489	$	317	$	60,813	$	772

	Three Months Ended				Six Months Ended
	June 30, 2018				June 30, 2018
			Interest				Interest
	Average		Income		Average		Income
	Investment		Recognized		Investment		Recognized
Construction and Land Development	$	12,572	$	68	$	12,458	$	145
Commercial Real Estate - Owner Occupied		13,130		116		13,262		238
Commercial Real Estate - Non-Owner Occupied		7,187		48		7,496		109
Commercial & Industrial		5,792		57		5,970		130
Residential 1-4 Family - Commercial		7,744		72		7,839		140
Residential 1-4 Family - Mortgage		18,876		63		18,951		163
Auto		1,002		6		1,056		17
HELOC		4,439		34		4,447		69
Consumer		268		2		286		2
Other Commercial		488		7		490		14
Total impaired loans	$	71,498	$	473	$	72,255	$	1,027

-20-

The Company considers TDRs to be impaired loans. A modification of a loan’s terms constitutes a TDR if the creditor grants a concession that it would not otherwise consider to the borrower for economic or legal reasons related to the borrower’s financial difficulties. All loans that are considered to be TDRs are evaluated for impairment in accordance with the Company’s allowance for loan loss methodology and are included in the preceding impaired loan tables. For the three and six months ended June 30, 2019, the recorded investment in TDRs prior to modifications was not materially impacted by the modification.

The following table provides a summary, by segment, of TDRs that continue to accrue interest under the terms of the applicable restructuring agreement, which are considered to be performing, and TDRs that have been placed on nonaccrual status, which are considered to be nonperforming, as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019					December 31, 2018
	No. of	Recorded		Outstanding		No. of	Recorded		Outstanding
	Loans	Investment		Commitment		Loans	Investment		Commitment
Performing
Construction and Land Development	4	$	1,953	$	—	5	$	2,496	$	—
Commercial Real Estate - Owner Occupied	8		2,734		26	8		2,783		—
Commercial Real Estate - Non-Owner Occupied	3		4,244		—	4		4,438		—
Commercial & Industrial	2		583		—	4		978		—
Residential 1-4 Family - Commercial	40		3,926		—	30		2,887		—
Residential 1-4 Family - Mortgage	27		5,161		—	30		5,070		—
HELOC	2		57		—	2		58		—
Consumer	2		15		—	1		13		—
Other Commercial	1		471		—	1		478		—
Total performing	89	$	19,144	$	26	85	$	19,201	$	—
Nonperforming
Construction and Land Development	1	$	1,016	$	—	2	$	3,474	$	—
Commercial Real Estate - Owner Occupied	2		185		—	2		198		—
Commercial & Industrial	4		421		—	6		461		—
Residential 1-4 Family - Commercial	—		—		—	1		60		—
Residential 1-4 Family - Mortgage	17		2,854		—	15		3,135		—
HELOC	2		60		—	2		62		—
Consumer	—		—		—	1		7		—
Total nonperforming	26	$	4,536	$	—	29	$	7,397	$	—
Total performing and nonperforming	115	$	23,680	$	26	114	$	26,598	$	—

The Company considers a default of a TDR to occur when the borrower is 90 days past due following the restructure or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended June 30, 2019 and 2018, the Company did not have any material loans that went into default that had been restructured in the twelve-month period prior to the time of default.

-21-

The following table shows, by segment and modification type, TDRs that occurred during the three and six months ended June 30, 2019 (dollars in thousands):

	All Restructurings
	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
		Recorded			Recorded
	No. of	Investment at		No. of	Investment at
	Loans	Period End		Loans	Period End
Modified to interest only, at a market rate
Total interest only at market rate of interest	—	$	—	—	$	—
Term modification, at a market rate
Residential 1-4 Family - Commercial	—	$	—	2	$	293
Residential 1-4 Family - Mortgage	1		43	2		80
Consumer	—		—	1		9
Total loan term extended at a market rate	1	$	43	5	$	382
Term modification, below market rate
Residential 1-4 Family - Commercial	8	$	431	13	$	1,358
Residential 1-4 Family - Mortgage	1		52	1		52
Consumer	—		—	1		6
Total loan term extended at a below market rate	9	$	483	15	$	1,416
Total	10	$	526	20	$	1,798

The following table shows, by segment and modification type, TDRs that occurred during the three and six months ended June 30, 2018 (dollars in thousands):

	All Restructurings
	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
		Recorded			Recorded
	No. of	Investment at		No. of	Investment at
	Loans	Period End		Loans	Period End
Modified to interest only, at a market rate
Total interest only at market rate of interest	—	$	—	—	$	—
Term modification, at a market rate
Construction and Land Development	2	$	1,263	2	$	1,263
Commercial Real Estate - Owner Occupied	2		564	5		1,375
Commercial & Industrial	1		63	1		63
Residential 1-4 Family - Commercial	1		72	2		221
Residential 1-4 Family - Mortgage	4		475	5		615
Total loan term extended at a market rate	10	$	2,437	15	$	3,537
Term modification, below market rate
Residential 1-4 Family - Commercial	3	$	608	3	$	608
Residential 1-4 Family - Mortgage	2		248	4		413
Total loan term extended at a below market rate	5	$	856	7	$	1,021
Total	15	$	3,293	22	$	4,558

-22-

The following tables show the ALL activity by segment for the six months ended June 30, 2019 and 2018. The tables below include the provision for loan losses. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories (dollars in thousands):

	Six Months Ended June 30, 2019
	Allowance for loan losses
	Balance,		Recoveries		Loans		Provision		Balance,
	beginning of		credited to		charged		charged to		end of
	the year		allowance		off		operations		period
Construction and Land Development	$	6,803	$	97	$	(800)	$	(101)	$	5,999
Commercial Real Estate - Owner Occupied		4,023		54		(231)		235		4,081
Commercial Real Estate - Non-Owner Occupied		8,865		92		—		654		9,611
Multifamily Real Estate		649		85		—		(70)		664
Commercial & Industrial		7,636		681		(1,858)		1,237		7,696
Residential 1-4 Family - Commercial		1,984		127		(267)		148		1,992
Residential 1-4 Family - Mortgage		1,200		219		(37)		136		1,518
Auto		1,443		339		(703)		334		1,413
HELOC		1,297		434		(523)		47		1,255
Consumer and all other(1)		7,145		1,238		(7,454)		7,305		8,234
Total	$	41,045	$	3,366	$	(11,873)	$	9,925	$	42,463

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

	Six Months Ended June 30, 2018
	Allowance for loan losses
	Balance,		Recoveries		Loans		Provision		Balance,
	beginning of		credited to		charged		charged to		end of
	the year		allowance		off		operations		period
Construction and Land Development	$	9,709	$	279	$	(61)	$	(600)	$	9,327
Commercial Real Estate - Owner Occupied		2,931		346		(125)		788		3,940
Commercial Real Estate - Non-Owner Occupied		7,544		7		(94)		295		7,752
Multifamily Real Estate		1,092		5		—		633		1,730
Commercial & Industrial		4,552		260		(459)		2,029		6,382
Residential 1-4 Family - Commercial		4,437		140		(113)		(1,927)		2,537
Residential 1-4 Family - Mortgage		1,524		202		(141)		304		1,889
Auto		975		190		(480)		403		1,088
HELOC		1,360		469		(267)		(263)		1,299
Consumer and all other(1)		4,084		783		(3,799)		4,258		5,326
Total	$	38,208	$	2,681	$	(5,539)	$	5,920	$	41,270

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

-23-

The following tables show the loan and ALL balances based on impairment methodology by segment as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019
	Loans individually				Loans collectively				Loans acquired with
	evaluated for				evaluated for				deteriorated credit
	impairment				impairment				quality				Total
	Loans		ALL		Loans		ALL		Loans		ALL		Loans		ALL
Construction and Land Development	$	7,714	$	111	$	1,247,817	$	5,888	$	12,181	$	—	$	1,267,712	$	5,999
Commercial Real Estate - Owner Occupied		11,861		104		1,922,287		3,977		32,628		—		1,966,776		4,081
Commercial Real Estate - Non-Owner Occupied		6,830		11		3,082,238		9,600		15,755		—		3,104,823		9,611
Multifamily Real Estate		—		—		602,023		664		92		—		602,115		664
Commercial & Industrial		2,990		135		2,025,879		7,561		3,930		—		2,032,799		7,696
Residential 1-4 Family - Commercial		9,689		341		779,339		1,651		12,675		—		801,703		1,992
Residential 1-4 Family - Mortgage		15,806		612		816,436		906		17,821		—		850,063		1,518
Auto		449		179		311,402		1,234		7		—		311,858		1,413
HELOC		3,435		330		652,317		925		4,869		—		660,621		1,255
Consumer and all other(1)		762		99		619,939		8,135		1,343		—		622,044		8,234
Total loans held for investment, net	$	59,536	$	1,922	$	12,059,677	$	40,541	$	101,301	$	—	$	12,220,514	$	42,463

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

-24-

	December 31, 2018
	Loans individually				Loans collectively				Loans acquired with
	evaluated for				evaluated for				deteriorated credit
	impairment				impairment				quality				Total
	Loans		ALL		Loans		ALL		Loans		ALL		Loans		ALL
Construction and Land Development	$	10,662	$	63	$	1,175,505	$	6,740	$	8,654	$	—	$	1,194,821	$	6,803
Commercial Real Estate - Owner Occupied		12,690		359		1,299,011		3,664		25,644		—		1,337,345		4,023
Commercial Real Estate - Non-Owner Occupied		6,969		1		2,443,106		8,864		17,335		—		2,467,410		8,865
Multifamily Real Estate		—		—		548,143		649		88		—		548,231		649
Commercial & Industrial		4,242		752		1,310,737		6,884		2,156		—		1,317,135		7,636
Residential 1-4 Family - Commercial		7,696		185		692,347		1,799		13,707		—		713,750		1,984
Residential 1-4 Family - Mortgage		13,833		374		569,979		826		16,766		—		600,578		1,200
Auto		576		231		301,360		1,212		7		—		301,943		1,443
HELOC		1,874		188		606,394		1,109		5,115		—		613,383		1,297
Consumer and all other(1)		686		64		620,176		7,081		749		—		621,611		7,145
Total loans held for investment, net	$	59,228	$	2,217	$	9,566,758	$	38,828	$	90,221	$	—	$	9,716,207	$	41,045

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

-25-

The Company uses a risk rating system and past due status as the primary credit quality indicators for the loan categories. The risk rating system on a scale of 0 through 9 is used to determine risk level as used in the calculation of the ALL; on those loans without a risk rating, the Company uses past due status to determine risk level. The risk levels, as described below, do not necessarily follow the regulatory definitions of risk levels with the same name. A general description of the characteristics of the risk levels follows:

Pass is determined by the following criteria:

● Risk rated 0 loans have little or no risk and are with General Obligation Municipal Borrowers;

● Risk rated 1 loans have little or no risk and are generally secured by cash or cash equivalents;

● Risk rated 2 loans have minimal risk to well qualified borrowers and no significant questions as to safety;

● Risk rated 3 loans are satisfactory loans with strong borrowers and secondary sources of repayment;

● Risk rated 4 loans are satisfactory loans with borrowers not as strong as risk rated 3 loans and may exhibit a greater degree of financial risk based on the type of business supporting the loan; or

● Loans that are not risk rated but that are 0 to 29 days past due.

Watch & Special Mention is determined by the following criteria:

● Risk rated 5 loans are watch loans that warrant more than the normal level of supervision and have the possibility of an event occurring that may weaken the borrower’s ability to repay;

● Risk rated 6 loans have increasing potential weaknesses beyond those at which the loan originally was granted and if not addressed could lead to inadequately protecting the Company’s credit position; or

● Loans that are not risk rated but that are 30 to 89 days past due.

Substandard is determined by the following criteria:

● Risk rated 7 loans are substandard loans and are inadequately protected by the current sound worth or paying capacity of the obligor or the collateral pledged; these have well defined weaknesses that jeopardize the liquidation of the debt with the distinct possibility the Company will sustain some loss if the deficiencies are not corrected; or

● Loans that are not risk rated but that are 90 to 149 days past due.

Doubtful is determined by the following criteria:

● Risk rated 8 loans are doubtful of collection and the possibility of loss is high but pending specific borrower plans for recovery, its classification as a loss is deferred until its more exact status is determined;

● Risk rated 9 loans are loss loans which are considered uncollectable and of such little value that their continuance as bankable assets is not warranted; or

● Loans that are not risk rated but that are over 149 days past due.

-26-

The following table shows the recorded investment in all loans, excluding PCI loans, by segment with their related risk level as of June 30, 2019 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,204,655	$	43,268	$	7,608	$	—	$	1,255,531
Commercial Real Estate - Owner Occupied		1,848,333		65,257		20,558		—		1,934,148
Commercial Real Estate - Non-Owner Occupied		3,042,648		40,760		5,660		—		3,089,068
Multifamily Real Estate		586,626		15,397		—		—		602,023
Commercial & Industrial		1,945,547		79,232		4,090		—		2,028,869
Residential 1-4 Family - Commercial		755,438		26,284		7,306		—		789,028
Residential 1-4 Family - Mortgage		808,797		6,036		17,409		—		832,242
Auto		307,921		2,181		1,749		—		311,851
HELOC		643,778		5,418		6,556		—		655,752
Consumer		381,478		1,121		365		—		382,964
Other Commercial		235,981		1,588		168		—		237,737
Total	$	11,761,202	$	286,542	$	71,469	$	—	$	12,119,213

The following table shows the recorded investment in all loans, excluding PCI loans, by segment with their related risk level as of December 31, 2018 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,130,577	$	43,894	$	11,696	$	—	$	1,186,167
Commercial Real Estate - Owner Occupied		1,231,422		50,939		29,340		—		1,311,701
Commercial Real Estate - Non-Owner Occupied		2,425,500		17,648		6,927		—		2,450,075
Multifamily Real Estate		537,572		10,571		—		—		548,143
Commercial & Industrial		1,273,549		34,864		6,566		—		1,314,979
Residential 1-4 Family - Commercial		677,109		17,086		5,848		—		700,043
Residential 1-4 Family - Mortgage		554,192		14,855		14,765		—		583,812
Auto		296,907		3,590		1,439		—		301,936
HELOC		598,444		6,316		3,508		—		608,268
Consumer		378,873		547		242		—		379,662
Other Commercial		239,857		864		479		—		241,200
Total	$	9,344,002	$	201,174	$	80,810	$	—	$	9,625,986

The following table shows the recorded investment in only PCI loans by segment with their related risk level as of June 30, 2019 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,455	$	4,264	$	6,462	$	—	$	12,181
Commercial Real Estate - Owner Occupied		8,690		10,453		13,485		—		32,628
Commercial Real Estate - Non-Owner Occupied		4,573		9,274		1,908		—		15,755
Multifamily Real Estate		—		92		—		—		92
Commercial & Industrial		109		94		3,727		—		3,930
Residential 1-4 Family - Commercial		6,238		2,998		3,371		68		12,675
Residential 1-4 Family - Mortgage		10,381		269		7,171		—		17,821
Auto		3		—		4		—		7
HELOC		3,502		760		607		—		4,869
Consumer		676		—		13		—		689
Other Commercial		52		602		—		—		654
Total	$	35,679	$	28,806	$	36,748	$	68	$	101,301

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The following table shows the recorded investment in only PCI loans by segment with their related risk level as of December 31, 2018 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,835	$	1,308	$	5,511	$	—	$	8,654
Commercial Real Estate - Owner Occupied		8,347		6,685		10,612		—		25,644
Commercial Real Estate - Non-Owner Occupied		4,789		7,992		4,554		—		17,335
Multifamily Real Estate		—		88		—		—		88
Commercial & Industrial		762		134		1,260		—		2,156
Residential 1-4 Family - Commercial		6,512		2,771		4,424		—		13,707
Residential 1-4 Family - Mortgage		9,894		1,030		5,842		—		16,766
Auto		7		—		—		—		7
HELOC		3,438		1,031		646		—		5,115
Consumer		17		—		15		—		32
Other Commercial		57		660		—		—		717
Total	$	35,658	$	21,699	$	32,864	$	—	$	90,221

Loans acquired are originally recorded at fair value, with certain loans being identified as impaired at the date of purchase. The fair values were determined based on the credit quality of the portfolio, expected future cash flows, and timing of those expected future cash flows.

The following shows changes in the accretable yield for loans accounted for under ASC 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality, for the periods presented (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Balance at beginning of period	$	31,201	$	14,563
Additions		2,432		12,225
Accretion		(6,510)		(4,673)
Reclass of nonaccretable difference due to improvement in expected cash flows		716		139
Measurement period adjustment		2,629		2,981
Other, net (1)		2,182		70
Balance at end of period	$	32,650	$	25,305

(1) This line item represents changes in the cash flows expected to be collected due to the impact of non-credit changes such as prepayment assumptions, changes in interest rates on variable rate PCI loans, and discounted payoffs that occurred in the quarter.

The carrying value of the Company’s PCI loan portfolio, accounted for under ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality, totaled $101.3 million at June 30, 2019 and $90.2 million at December 31, 2018. The outstanding balance of the Company’s PCI loan portfolio totaled $125.6 million at June 30, 2019 and $113.5 million at December 31, 2018. The carrying value of the Company’s acquired performing loan portfolio, accounted for under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs, totaled $3.5 billion at June 30, 2019 and $2.0 billion at December 31, 2018; the remaining discount on these loans totaled $58.6 million at June 30, 2019 and $30.3 million at December 31, 2018.

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5. INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. The Company has determined that core deposit intangibles have finite lives and amortizes them over their estimated useful lives. Core deposit intangibles are being amortized over the period of expected benefit, which ranges from 1 to 10 years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from 5 to 10 years, using various methods. Refer to Note 2 "Acquisitions" for further information regarding intangible assets.

In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews the carrying value of indefinite lived intangible assets at least annually or more frequently if certain impairment indicators exist. The Company performed its annual impairment testing in the second quarter of 2019 and determined that there was no impairment to its goodwill or intangible assets. In the second quarter of 2018 the Company wrote off goodwill in the amount of $864,000 in connection with the wind down of UMG, which is included in discontinued operations.

Amortization expense of intangibles for the three and six months ended June 30, 2019 totaled $4.9 million and $9.2 million, respectively; and for the three and six months ended June 30, 2018 totaled $3.2 million and $6.4 million, respectively.

As of June 30, 2019, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

For the remaining six months of 2019	$	9,306
2020		16,483
2021		13,874
2022		11,490
2023		9,687
Thereafter		22,136
Total estimated amortization expense	$	82,976

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6. LEASES

The Company leases branch locations, office space, land, and equipment. The Company determines if an arrangement is a lease at inception. As of June 30, 2019, all leases have been classified as operating leases with approximately 160 non-cancellable operating leases where the Company is the lessee. The Company does not have any material arrangements where the Company is the lessor or in a sublease contract.

Operating leases have been reported on the Company’s Consolidated Balance Sheet as an operating ROU Asset within Other Assets and an operating lease liability within Other Liabilities. The ROU Asset represents the Company’s right to use an underlying asset over the course of the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments, discounted using the incremental borrowing rate. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating ROU Asset is recognized at commencement date based on the initial measurement of the lease liability, any lease payments made excluding lease incentives, and any initial direct costs incurred.

Total lease expenses are recorded in Occupancy Expense on the Company’s Consolidated Statement of Income. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Most of the Company’s leases include one or more options to renew, however, the Company is not reasonably certain to exercise those options and therefore does not include the renewal options in the measurement of the ROU Asset and lease liabilities.

Leases where the Company is a lessee are primarily for real estate leases with remaining lease terms of up to 30 years. The Company’s real estate lease agreements do not contain restrictive covenants or residual value guarantees. At June 30, 2019, the total ROU Asset was $57.1 million and total operating lease liabilities were $69.4 million. Total operating lease expenses for the three and six months ended June 30, 2019 were $3.1 million and $6.1 million, respectively.

As of June 30, 2019, the Company had no operating leases that have not yet commenced and no sales leaseback transactions.

Maturities of operating lease liabilities as of June 30, 2019 are as follows for the years ending (dollars in thousands):

For the remaining six months of 2019	$	6,729
2020		12,329
2021		10,639
2022		9,840
2023		8,978
2024		7,718
Thereafter		24,557
Total future lease payments		80,790
Less: Interest		11,392
Present value of lease liabilities	$	69,398

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Other lease information is as follows (dollars in thousands):

	June 30, 2019
Lease Term and Discount Rate of Operating leases:
Weighted-average remaining lease term (years)		8.66
Weighted-average discount rate (1)		3.05	%
Cash paid for amounts included in measurement of lease liabilities:
Operating Cash Flows from Operating Leases	$	6,880
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		3,619

(1) An incremental borrowing rate is used based on information available at commencement date of lease.

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7. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit. Also included in total short-term borrowings are securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold.

Total short-term borrowings consist of the following as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30,			December 31,
	2019			2018
Securities sold under agreements to repurchase	$	70,870		$	39,197
Federal Funds Purchased		45,000			—
FHLB Advances		573,050			1,043,600
Other short-term borrowings		—			5,000
Total short-term borrowings	$	688,920		$	1,087,797
Maximum month-end outstanding balance	$	1,201,143		$	1,087,797
Average outstanding balance during the period		998,976			968,014
Average interest rate (during the period)		2.45	%		1.91	%
Average interest rate at end of period		2.29	%		2.43	%

The Bank maintains federal funds lines with several correspondent banks, the remaining available balance of which was $557.0 million and $382.0 million at June 30, 2019 and December 31, 2018, respectively. The Company maintains an alternate line of credit at a correspondent bank, the available balance of which was $25.0 million at both June 30, 2019 and December 31, 2018. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and is considered to be in compliance with such covenants as of June 30, 2019. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $5.1 billion and $4.0 billion at June 30, 2019 and December 31, 2018, respectively.

Long-term Borrowings

In connection with several previous bank acquisitions, the Company issued and acquired trust preferred capital notes of $58.5 million and $87.0 million, respectively. Most recently, in connection with the acquisition of Access on February 1, 2019, the Company acquired additional trust preferred capital notes totaling $5.0 million. The remaining fair value discount on all acquired trust preferred capital notes was $15.3 million at June 30, 2019.

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The trust preferred capital notes currently qualify for Tier 2 capital of the Company for regulatory purposes. Trust preferred capital notes consist of the following as of June 30, 2019:

	Trust
	Preferred
	Capital				Spread to
	Securities (1)		Investment (1)		3-Month LIBOR		Rate (2)		Maturity
Trust Preferred Capital Note - Statutory Trust I	$	22,500,000	$	696,000	2.75	%	5.07	%	6/17/2034
Trust Preferred Capital Note - Statutory Trust II		36,000,000		1,114,000	1.40	%	3.72	%	6/15/2036
VFG Limited Liability Trust I Indenture		20,000,000		619,000	2.73	%	5.05	%	3/18/2034
FNB Statutory Trust II Indenture		12,000,000		372,000	3.10	%	5.42	%	6/26/2033
Gateway Capital Statutory Trust I		8,000,000		248,000	3.10	%	5.42	%	9/17/2033
Gateway Capital Statutory Trust II		7,000,000		217,000	2.65	%	4.97	%	6/17/2034
Gateway Capital Statutory Trust III		15,000,000		464,000	1.50	%	3.82	%	5/30/2036
Gateway Capital Statutory Trust IV		25,000,000		774,000	1.55	%	3.87	%	7/30/2037
MFC Capital Trust II		5,000,000		155,000	2.85	%	5.17	%	1/23/2034
Total	$	150,500,000	$	4,659,000

(1) The total of the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other Assets" on the Company’s Consolidated Balance Sheets.

(2) Rate as of June 30, 2019.

During the fourth quarter of 2016, the Company issued $150.0 million of fixed-to-floating rate subordinated notes with an initial fixed interest rate of 5.00% through December 15, 2021. The interest rate then changes to a floating rate of LIBOR plus 3.175% through its maturity date on December 15, 2026. In connection with the acquisition of Xenith on January 1, 2018, the Company acquired $8.5 million of subordinated notes with a fair value premium of $259,000, which was $103,000 at June 30, 2019. The acquired subordinated notes have a fixed interest rate of 6.75% and a maturity date of June 30, 2025. At  June 30, 2019 and December 31, 2018, the contractual principal reported for subordinated notes was $158.5 million; remaining issuance discount as of June 30, 2019 and December 31, 2018 is $1.5 million and $1.6 million, respectively. The subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with the acquired subordinated notes and is considered to be in compliance with these covenants as of June 30, 2019.

On August 23, 2012, the Company modified its fixed rate FHLB advances to floating rate advances, which resulted in reducing the Company’s FHLB borrowing costs. In connection with this modification, the Company incurred a prepayment penalty of $19.6 million on the original advances, which is included as a component of long-term borrowings on the Company’s Consolidated Balance Sheet. In accordance with ASC 470-50, Modifications and Extinguishments, the Company is amortizing this prepayment penalty over the term of the modified advances using the effective rate method. The amortization expense is included as a component of interest expense on long-term borrowings on the Company’s Consolidated Statements of Income. Amortization expense for the three and six months ended June 30, 2019 and 2018 was $501,562 and $994,000 and $490,000 and $971,000 respectively.

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As of June 30, 2019, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):

	Spread to
	3-Month		Interest
Long-term Type	LIBOR		Rate (1)		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	2.76	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		65,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		10,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		10,000
Convertible Flipper	(0.50)	%	1.82	%	5/15/2024		200,000
Convertible Flipper	(0.75)	%	1.57	%	5/22/2029		150,000
Convertible Flipper	(0.75)	%	1.57	%	5/30/2029		50,000
Convertible Flipper	(0.75)	%	1.57	%	6/21/2029		100,000
Fixed Rate Convertible	-		1.78	%	10/26/2028		200,000
Fixed Rate Hybrid	-		2.37	%	10/10/2019		25,000
Fixed Rate Hybrid	-		1.58	%	5/18/2020		20,000
Fixed Rate Hybrid	-		2.65	%	10/24/2019		25,000
Fixed Rate Credit	-		1.54	%	10/2/2020		10,000
Fixed Rate Credit	-		1.32	%	10/2/2019		10,000
						$	930,000

(1) Interest rates calculated using non-rounded numbers.

As of December 31, 2018, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):

	Spread to
	3-Month		Interest
Long-term Type	LIBOR		Rate (1)		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	3.25	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		65,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		10,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		10,000
Fixed Rate Convertible	-		1.78	%	10/26/2028		200,000
Fixed Rate Hybrid	-		2.37	%	10/10/2019		25,000
Fixed Rate Hybrid	-		1.58	%	5/18/2020		20,000
						$	385,000

(1) Interest rates calculated using non-rounded numbers.

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For information on the carrying value of loans and securities pledged as collateral on FHLB advances as of June 30, 2019 and December 31, 2018, refer to Note 8 "Commitments and Contingencies."

As of June 30, 2019, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

	Trust
	Preferred						Fair Value
	Capital		Subordinated		FHLB		Premium		Prepayment		Total Long-term
	Notes		Debt		Advances		(Discount) (1)		Penalty		Borrowings
For the remaining six months of 2019	$	—	$	—	$	60,000	$	(321)	$	(1,024)	$	58,655
2020		—		—		30,000		(834)		(2,074)		27,092
2021		—		—		—		(1,008)		(2,119)		(3,127)
2022		—		—		140,000		(1,030)		(1,707)		137,263
2023		—		—		—		(1,053)		—		(1,053)
Thereafter		155,159		158,500		700,000		(12,238)		—		1,001,421
Total long-term borrowings	$	155,159	$	158,500	$	930,000	$	(16,484)	$	(6,924)	$	1,220,251

(1) Includes discount on issued subordinated notes.

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8. COMMITMENTS AND CONTINGENCIES

Litigation Matters

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business, financial condition, or results of operations of the Company.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheet. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet financial instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss rates, current economic conditions, risk ratings, and past due status among other factors in the consideration of whether credit losses are inherent in the Company’s off-balance sheet commitments to extend credit. The Company also records an indemnification reserve that includes balances relating to mortgage loans previously sold based on historical statistics and loss rates. As of June 30, 2019 and December 31, 2018, the Company’s reserves for off-balance sheet credit risk and indemnification were $2.8 million and $1.4 million, respectively. Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The following table presents the balances of commitments and contingencies (dollars in thousands):

	June 30, 2019		December 31, 2018
Commitments with off-balance sheet risk:
Commitments to extend credit (1)	$	3,701,710	$	3,167,085
Standby letters of credit		193,857		167,597
Total commitments with off-balance sheet risk	$	3,895,567	$	3,334,682
(1) Includes unfunded overdraft protection.

The Company must maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. For the final weekly reporting period in the period ended June 30, 2019, the aggregate amount of daily average required reserves was approximately $41.2 million and was satisfied by deposits maintained with the Federal Reserve Bank.

As of June 30, 2019, the Company had approximately $101.2 million in deposits in other financial institutions, of which $78.9 million served as collateral for cash flow and loan swap derivatives. The Company had approximately $20.0 million in deposits in other financial institutions that were uninsured at June 30, 2019. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

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For asset/liability management purposes, the Company uses interest rate swap agreements to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. Refer to Note 9 “Derivatives” for additional information.

As part of the Company’s liquidity management strategy, it pledges collateral to secure various financing and other activities that occur during the normal course of business. The following tables present the types of collateral pledged, at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Pledged Assets as of June 30, 2019
			AFS		HTM
	Cash		Securities (1)		Securities (1)		Loans (2)		Total
Public deposits	$	—	$	469,717	$	286,415	$	—	$	756,132
Repurchase agreements		—		90,445		7,726		—		98,171
FHLB advances		—		67,280		—		3,808,693		3,875,973
Derivatives		78,883		1,581		—		—		80,464
Other purposes		—		106,466		11,967		—		118,433
Total pledged assets	$	78,883	$	735,489	$	306,108	$	3,808,693	$	4,929,173
(1) Balance represents market value.
(2) Balance represents book value.

	Pledged Assets as of December 31, 2018
			AFS		HTM
	Cash		Securities (1)		Securities (1)		Loans (2)		Total
Public deposits	$	—	$	293,169	$	7,407	$	—	$	300,576
Repurchase agreements		—		55,269		—		—		55,269
FHLB advances		—		488		—		3,337,289		3,337,777
Derivatives		13,509		1,938		—		—		15,447
Other purposes		—		23,217		—		—		23,217
Total pledged assets	$	13,509	$	374,081	$	7,407	$	3,337,289	$	3,732,286
(1) Balance represents book value.
(2) Balance represents market value.

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9. DERIVATIVES

The Company is exposed to economic risks arising from its business operations and uses derivatives primarily to manage risk associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates certain derivatives as hedging instruments in a qualifying hedge accounting relationship (cash flow or fair value hedge). The remaining are classified as free-standing derivatives consisting of customer accommodation loan swaps and interest rate lock commitments that do not qualify for hedge accounting.

Derivatives Counterparty Credit Risk

Derivative instruments contain an element of credit risk that arises from the potential failure of a counterparty to perform according to the terms of the contract. The Company’s exposure to derivative counterparty credit risk, at any point in time, is equal to the amount reported as a derivative asset on the Company’s Consolidated Balance Sheets, assuming no recoveries of underlying collateral.

Effective January 1, 2019, as required under the Dodd-Frank Act, the Company clears eligible derivative transactions through CCPs such as the CME and LCH, which are often referred to as “central clearinghouses”. The Company clears certain OTC derivatives with central clearinghouses through FCMs as part of the regulatory requirement. The use of the CCPs and the FCMs reduces the Company’s bilateral counterparty credit exposures while it increases the Company’s credit exposures to CCPs and FCMs. The Company is required by CCPs to post initial and variation margin to mitigate the risk of non-payment through the Company’s FCMs. The Company’s FCM agreements governing these derivative transactions generally include provisions that may require the Company to post more collateral or otherwise change terms in the Company’s agreements under certain circumstances. For CME and LCH-cleared OTC derivatives, the Company characterizes variation margin cash payments as settlements.

The Company also enters into legally enforceable master netting agreements and collateral agreements, where possible, with certain derivative counterparties to mitigate the risk of default on a bilateral basis. These bilateral agreements typically provide the right to offset exposures and require one counterparty to post collateral on derivative instruments in a net liability position to the other counterparty.

Cash Flow Hedges

The Company designates derivatives as cash flow hedges when they are used to manage exposure to variability in cash flows related to forecasted transactions on variable rate borrowings, such as trust preferred capital notes, FHLB borrowings, and prime commercial loans. The Company uses interest rate swap agreements as part of its hedging strategy by exchanging a notional amount, equal to the principal amount of the borrowings or commercial loans, for fixed-rate interest based on benchmarked interest rates. The original terms and conditions of the interest rate swaps vary and range in length with a maximum hedging time through November 2022. Amounts receivable or payable are recognized as accrued under the terms of the agreements.

All swaps were entered into with counterparties that met the Company’s credit standards, and the agreements contain collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in the contract is not significant.

The Company assesses the effectiveness of each hedging relationship on a periodic basis using statistical regression analysis. The Company also measures the ineffectiveness of each hedging relationship using the change in variable cash flows method which compares the cumulative changes in cash flows of the hedging instrument relative to cumulative changes in the hedged item’s cash flows. In accordance with ASC 815, Derivatives and Hedging, the effective portions of the derivatives’ unrealized gains or losses are recorded as a component of other comprehensive income. Based on the Company’s assessment, its cash flow hedges are highly effective.

Fair Value Hedge

Derivatives are designated as fair value hedges when they are used to manage exposure to changes in the fair value of certain financial assets and liabilities, referred to as the hedged items, which fluctuate in value as a result of movements in interest rates.

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Loans: During the normal course of business, the Company enters into swap agreements to convert certain long-term fixed-rate loans to floating rates to hedge the Company’s exposure to interest rate risk. The Company pays a fixed interest rate to the counterparty and receives a floating rate from the same counterparty calculated on the aggregate notional amount. For the periods ended June 30, 2019 and December 31, 2018, the aggregate notional amount of the related hedged items for certain long-term fixed rate loans totaled $85.5 million and $87.6 million, respectively, and the fair value of the related hedged items was an unrealized loss of $1.7 million and $1.6 million, respectively.

AFS Securities: During the fourth quarter 2018, the Company entered into a swap agreement to hedge the interest rate risk on a portion of its fixed rate available for sale securities. For the periods ended June 30, 2019 and December 31, 2018, the aggregate notional amount of the related hedged items of the available for sale securities totaled $50 million and the fair value of the related hedged items was an unrealized loss of $4.1 million and $1.4 million, respectively.

The Company applies hedge accounting in accordance with ASC 815, Derivatives and Hedging, and the fair value hedge and the underlying hedged item, attributable to the risk being hedged, are recorded at fair value with unrealized gains and losses being recorded on the Company’s Consolidated Statements of Income. Statistical regression analysis is used to assess hedge effectiveness, both at inception of the hedging relationship and on an ongoing basis. The regression analysis involves regressing the periodic change in fair value of the hedging instrument against the periodic changes in fair value of the asset being hedged due to changes in the hedged risk. The Company’s fair value hedges continue to be highly effective and had no material impact on the Consolidated Statements of Income, but if any ineffectiveness exists, portions of the unrealized gains or losses would be recorded in interest income or interest expense on the Company’s Consolidated Statements of Income.

Loan Swaps

During the normal course of business, the Company enters into interest rate swap loan relationships (“loan swaps”) with borrowers to meet their financing needs. Upon entering into the loan swaps, the Company enters into offsetting positions with a third party in order to minimize interest rate risk. These back-to-back loan swaps qualify as financial derivatives with fair values as reported in “Other Assets” and “Other Liabilities” on the Company’s Consolidated Balance Sheets.

Mortgage Banking Derivatives

During the normal course of business, the Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (“rate lock commitments”). The Company commits to deliver the loan if settlement occurs ("best efforts") or commits to deliver the locked loan in a binding ("mandatory") delivery program with an investor. Certain loans under interest rate lock commitments are covered under forward sales contracts of MBS. Rate lock commitments on mortgage loans that are intended to be sold in the secondary market and commitments to deliver loans to investors are considered to be derivatives. The Company uses these derivatives as part of an overall strategy to manage market risk primarily due to fluctuations in interest rates, and to capture improved margins resulting from the mandatory delivery of loans. Mortgage banking derivatives as of June 30, 2019 did not have a material impact on the Company’s Consolidated Financial Statements.

The market values of rate lock commitments and best efforts forward delivery commitments is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments, delivery contracts, and forward sales contracts of MBS by measuring the change in the value of the underlying asset, while taking into consideration the probability that the rate lock commitments will close or will be funded. Certain risks arise from the forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. Additional risks inherent in mandatory delivery programs include the risk that, if the Company does not close the loans subject to rate lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement.

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The following table summarizes key elements of the Company’s derivative instruments as of June 30, 2019 and December 31, 2018, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):

	June 30, 2019						December 31, 2018
			Derivative (2)						Derivative (2)
	Notional or						Notional or
	Contractual						Contractual
	Amount (1)		Assets		Liabilities		Amount (1)		Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Cash flow hedges	$	252,500	$	—	$	9,332	$	152,500	$	—	$	4,786
Fair value hedges		135,455		284		6,077		137,596		1,872		1,684
Derivatives not designated as accounting hedges:
Loan Swaps :
Pay fixed - receive floating interest rate swaps		1,131,321		646		48,392		878,446		10,120		9,306
Pay floating - receive fixed interest rate swaps		1,131,321		48,392		646		878,446		9,306		10,120

(1) Notional amounts are not recorded on the Company’s Consolidated Balance Sheet and are generally used only as a basis on which interest and other payments are determined.

(2) Balances represent fair value of derivative financial instruments.

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019				December 31, 2018
			Cumulative				Cumulative
			Amount of Basis				Amount of Basis
			Adjustments				Adjustments
			Included in the				Included in the
	Carrying Amount		Carrying		Carrying Amount		Carrying
	of Hedged		Amount of the		of Hedged		Amount of the
	Assets/(Liabilities)		Hedged		Assets/(Liabilities)		Hedged
	Amount (1)		Assets/(Liabilities)		Amount (1)		Assets/(Liabilities)
Line items on the Consolidated Balance Sheets in which the hedged item is included:
Securities available-for-sale (1) (2)	$	219,275	$	4,088	$	224,241	$	1,399
Loans		85,455		1,719		87,596		(1,572)

(1)  These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. For the periods ended June 30, 2019 and December 31, 2018, the amortized cost basis of this portfolio was $219 million and $224 million, respectively and the cumulative basis adjustment associated with this hedge was $4.1 million and $1.4 million, respectively. The amount of the designated hedged item was $50 million.

(2)  Carrying value represents amortized cost.

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10. STOCKHOLDERS’ EQUITY

Serial Preferred Stock

The Company has the authority to issue up to 500,000 shares of serial preferred stock with a par value of $10.00 per share. As of June 30, 2019 and December 31, 2018, the Company had no shares issued or outstanding.

Accumulated Other Comprehensive Income (Loss)

The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 is summarized as follows, net of tax (dollars in thousands):

			Unrealized Gains
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses) on
	Securities		HTM		Flow Hedge		BOLI		Total
Balance - March 31, 2019	$	14,047	$	90	$	(4,733)	$	(1,007)	$	8,397
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification		22,151		—		(2,595)		—		19,556
Amounts reclassified from AOCI into earnings		(73)		(5)		173		19		114
Net current period other comprehensive income (loss)		22,078		(5)		(2,422)		19		19,670
Balance - June 30, 2019	$	36,125	$	85	$	(7,155)	$	(988)	$	28,067

			Unrealized Gains
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses) on
	Securities		HTM		Flow Hedge		BOLI		Total
Balance - December 31, 2018	$	(5,949)	$	95	$	(3,393)	$	(1,026)	$	(10,273)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification		42,233		—		(4,055)		—		38,178
Amounts reclassified from AOCI into earnings		(159)		(10)		293		38		162
Net current period other comprehensive income (loss)		42,074		(10)		(3,762)		38		38,340
Balance - June 30, 2019	$	36,125	$	85	$	(7,155)	$	(988)	$	28,067

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The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2018 is summarized as follows, net of tax (dollars in thousands):

			Unrealized Gain
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses)
	Securities		HTM		Flow Hedge		on BOLI		Total
Balance - March 31, 2018	$	(11,485)	$	2,406	$	(2,148)	$	(1,083)	$	(12,310)
Transfers of HTM securities to AFS securities (1)		2,785		(2,785)		—		—		—
Cumulative effects from adoption of new accounting standard (2)		404		583		(1,094)		—		(107)
Other comprehensive income (loss):										—
Other comprehensive income (loss) before reclassification (1)		(2,586)		—		675		—		(1,911)
Amounts reclassified from AOCI into earnings		69		(99)		294		19		283
Net current period other comprehensive income (loss)		(2,517)		(99)		969		19		(1,628)
Balance - June 30, 2018	$	(10,813)	$	105	$	(2,273)	$	(1,064)	$	(14,045)

(1) During the second quarter of 2018, the Company adopted ASU No. 2017-12. As part of this adoption, the Company made a one-time election to transfer eligible HTM securities to the AFS category. The transfer of these securities resulted in an increase of approximately $400,000 to AOCI and is included as unrealized gains (losses) on AFS securities above.

(2) During the second quarter of 2018, the Company adopted ASU No. 2018-02, which resulted in a reclassification of these amounts from AOCI to retained earnings.

			Unrealized Gain
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses)
	Securities		HTM		Flow Hedge		on BOLI		Total
Balance - December 31, 2017	$	1,874	$	2,705	$	(4,361)	$	(1,102)	$	(884)
Transfers of HTM securities to AFS securities (1)		2,785		(2,785)		—		—		—
Cumulative effects from adoption of new accounting standard (2)		404		583		(1,094)		—		(107)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification (1)		(15,777)		—		2,639		—		(13,138)
Amounts reclassified from AOCI into earnings		(99)		(398)		543		38		84
Net current period other comprehensive income (loss)		(15,876)		(398)		3,182		38		(13,054)
Balance - June 30, 2018	$	(10,813)	$	105	$	(2,273)	$	(1,064)	$	(14,045)

(1) During the second quarter of 2018, the Company adopted No. ASU 2017-12. As part of this adoption, the Company made a one-time election to transfer eligible HTM securities to the AFS category. The transfer of these securities resulted in an increase of approximately $400,000 to AOCI and is included as unrealized gains (losses) on AFS securities above.

(2) During the second quarter of 2018, the Company adopted No. ASU 2018-02, which resulted in a reclassification of these amounts from AOCI to retained earnings. 

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11. FAIR VALUE MEASUREMENTS

The Company follows ASC 820, Fair Value Measurements and Disclosures, to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

Level 1  Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2  Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

Level 3  Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Derivative instruments

As discussed in Note 9 “Derivatives”, the Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third party valuations are validated by the Company using Bloomberg Valuation Service’s derivative pricing functions. No material differences were identified during the validation as of June 30, 2019 and December 31, 2018. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities. Mortgage banking derivatives as of June 30, 2019 did not have a material impact on the Company’s Consolidated Financial Statements.

During the ordinary course of business, the Company enters into interest rate lock commitments related to the origination of mortgage loans held for sale, as well as best efforts or mandatory delivery programs and forward sales contracts of MBS. These instruments are used to mitigate interest rate risk. The Company determines the fair value of these instruments by measuring the fair value of the underlying asset, which in turn is based on quoted prices for similar loans in the secondary market. This value, however, is adjusted by a pull-through rate applied at the loan level, which considers the likelihood that the loan in a lock position will ultimately close. The pull-through rate is derived from the Company’s internal data, as well as input from third party sources, and is adjusted using significant management judgment. It is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock. As such, interest rate lock commitments are classified as Level 3. An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in positive fair value adjustments, while a decrease in the pull-through rate will result in a negative fair value adjustment. As of June 30, 2019, the weighted average pull-through rate was approximately 90%. As a result of the UMG wind-down, at December 31, 2018, the Company had no interest rate locks.

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AFS Securities

AFS securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is IDC, which evaluates securities based on market data. IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses Bloomberg Valuation Service, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2019 and December 31, 2018.

The carrying value of restricted Federal Reserve Bank and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the table below.

Loans Held for Sale

Loans held for sale are carried at fair value. These loans currently consist of residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are recorded in current period earnings as a component of "Mortgage banking income, net" on the Company’s Consolidated Statements of Income.

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The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
AFS securities:
U.S. government and agency securities	$	—	$	4,480	$	—	$	4,480
Obligations of states and political subdivisions		—		509,747		—		509,747
Corporate and other bonds		—		206,313		—		206,313
Mortgage-backed securities		—		1,275,405		—		1,275,405
Other securities		—		3,549		—		3,549
Loans held for sale		—		62,908		—		62,908
Derivatives:
Interest rate swap		—		49,038		—		49,038
Fair value hedges		—		284		—		284
LIABILITIES
Derivatives:
Interest rate swap	$	—	$	49,038	$	—	$	49,038
Cash flow hedges		—		9,332		—		9,332
Fair value hedges		—		6,077		—		6,077

	Fair Value Measurements at December 31, 2018 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
AFS securities:
Obligations of states and political subdivisions	$	—	$	468,491	$	—	$	468,491
Corporate and other bonds		—		167,696		—		167,696
Mortgage-backed securities		—		1,129,865		—		1,129,865
Other securities		—		8,769		—		8,769
Derivatives:
Interest rate swap		—		19,426		—		19,426
Fair value hedges		—		1,872		—		1,872
LIABILITIES
Derivatives:
Interest rate swap	$	—	$	19,426	$	—	$	19,426
Cash flow hedges		—		4,786		—		4,786
Fair value hedges		—		1,684		—		1,684

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Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis in accordance with U.S. GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements.

Impaired loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is solely from the underlying value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. When evaluating the fair value, management may discount the appraisal further if, based on their understanding of the market conditions, it is determined the collateral is further impaired below the appraised value (Level 3). At June 30, 2019 and December 31, 2018, the Level 3 weighted average adjustments related to impaired loans were 0.0% and 5.3%, respectively. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Collateral dependent impaired loans allocated to the ALL are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Company’s Consolidated Statements of Income.

Foreclosed Properties & Former Bank Premises

Foreclosed properties and former bank premises are evaluated for impairment at least quarterly by the Bank’s Special Asset Loan Committee and any necessary write downs to fair values are recorded as impairment and included as a component of noninterest expense. Foreclosed properties and former bank premises are carried at fair value less selling costs. Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as Level 3 valuation. The Level 3 weighted average adjustments related to foreclosed property were approximately 3.7% for both June 30, 2019 and December 31, 2018. At June 30, 2019 and December 31, 2018, there were no Level 3 weighted average adjustments related to former bank premises.

Total valuation expenses related to foreclosed properties for the three and six months ended June 30, 2019 and 2018 totaled $433,000, $484,000, $383,000 and $1.1 million, respectively. Total valuation expenses related to former bank premises for the three and six months ended June 30, 2019 totaled $368,000. There were no valuation expenses related to former bank premises for the three and six months ended June 30, 2018.

The following tables summarize the Company’s financial assets that were measured at fair value on a nonrecurring basis at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Impaired loans	$	—	$	—	$	—	$	—
Foreclosed properties		—		—		6,506		6,506
Former bank premises		—		—		6,908		6,908

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	Fair Value Measurements at December 31, 2018 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Impaired loans	$	—	$	—	$	3,734	$	3,734
Foreclosed properties		—		—		6,722		6,722
Former bank premises		—		—		2,090		2,090

Fair Value of Financial Instruments

ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and Cash Equivalents

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

HTM Securities

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is IDC, which evaluates securities based on market data. IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses Bloomberg Valuation Service, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2019 and December 31, 2018. The Company’s level 3 securities are a result of the Access acquisition and are comprised of asset-backed securities and municipal bonds. Valuations of the asset-backed securities are provided by a third party vendor specializing in the SBA markets, and are based on underlying loan pool information, market data, and recent trading activity for similar securities. Valuations of the municipal bonds are provided by a third party vendor that specializes in hard-to-value securities, and are based on a discounted cash flow model and considerations for the complexity of the instrument, likelihood it will be called and credit ratings. The Company reviews the valuation of both security types for reasonableness in the context of market conditions and to similar bonds in the Company’s portfolio. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2019.

Loans

With the adoption of ASU No. 2016-01 in 2018, the fair value of loans at June 30, 2019 were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the loans. Beginning in the first quarter of 2019, the fair value of performing loans were estimated by utilizing two data sources for the selection of discount rates: either the recent origination rates from the Company over a 12-month period or an index to use recent originations from the market over a three-month period. At December 31, 2018, the fair value of performing loans were estimated by discounting expected future cash flows using a yield curve that was constructed by adding a loan spread to a market yield curve. Loan spreads were based on spreads observed in the market for loans of similar type and structure.

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Fair value for impaired loans and their respective level within the fair value hierarchy are described in the previous disclosure related to fair value measurements of assets that are measured on a nonrecurring basis.

BOLI

The carrying value of BOLI approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

The carrying values and estimated fair values of the Company’s financial instruments at June 30, 2019 and December 31, 2018 are as follows (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable		Total Fair
			Identical Assets		Inputs		Inputs		Value
	Carrying
	Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	320,478	$	320,478	$	—	$	—	$	320,478
AFS securities		1,999,494		—		1,999,494		—		1,999,494
HTM securities		558,503		—		579,082		18,493		597,575
Restricted stock		145,859		—		145,859		—		145,859
Loans held for sale		62,908		—		62,908		—		62,908
Net loans		12,178,051		—		—		12,021,785		12,021,785
Derivatives:
Interest rate swap		49,038		—		49,038		—		49,038
Fair value hedges		284		—		284		—		284
Accrued interest receivable		58,060		—		58,060		—		58,060
BOLI		318,734		—		318,734		—		318,734
LIABILITIES
Deposits	$	12,515,544	$	—	$	12,550,655	$	—	$	12,550,655
Borrowings		1,909,171		—		1,879,214		—		1,879,214
Accrued interest payable		7,545		—		7,545		—		7,545
Derivatives:
Interest rate swap		49,038		—		49,038		—		49,038
Cash flow hedges		9,332		—		9,332		—		9,332
Fair value hedges		6,077		—		6,077		—		6,077

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	Fair Value Measurements at December 31, 2018 using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable		Total Fair
			Identical Assets		Inputs		Inputs		Value
	Carrying
	Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	261,199	$	261,199	$	—	$	—	$	261,199
AFS securities		1,774,821		—		1,774,821		—		1,774,821
HTM securities		492,272		—		499,501		—		499,501
Restricted stock		124,602		—		124,602		—		124,602
Net loans		9,675,162		—		—		9,534,717		9,534,717
Derivatives:
Interest rate swap		19,426		—		19,426		—		19,426
Fair value hedges		1,872		—		1,872		—		1,872
Accrued interest receivable		46,062		—		46,062		—		46,062
BOLI		263,034		—		263,034		—		263,034
LIABILITIES
Deposits	$	9,970,960	$	—	$	9,989,788	$	—	$	9,989,788
Borrowings		1,756,278		—		1,742,038		—		1,742,038
Accrued interest payable		5,284		—		5,284		—		5,284
Derivatives:
Interest rate swap		19,426		—		19,426		—		19,426
Cash flow hedges		4,786		—		4,786		—		4,786
Fair value hedges		1,684		—		1,684		—		1,684

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. Borrowers with fixed rate obligations, however, are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

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12. REVENUE

The majority of the Company’s noninterest income comes from short term contracts associated with fees for services provided on deposit accounts, credit cards, and wealth management accounts and is being accounted for in accordance with Topic 606. Typically, the duration of a contract does not extend beyond the services performed; therefore, the Company concluded that discussion regarding contract balances is immaterial.

The Company’s performance obligations on revenue from interchange fees and deposit accounts are generally satisfied immediately, when the transaction occurs or by month-end. Performance obligations on revenue from fiduciary and asset management fees are generally satisfied monthly or quarterly. For a majority of fee income on deposit accounts the Company is a principal controlling the promised good or service before transferring it to the customer. However, for income related to most wealth management income, the Company is an agent responsible for arranging for the provision of goods and services by another party.

Noninterest income disaggregated by major source, for the three and six months ended June 30, 2019 and 2018, consisted of the following (dollars in thousands):

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2019		2018		2019		2018
Noninterest income:
Deposit Service Charges (1):
Overdraft fees, net	$	6,045	$	5,173	$	11,827	$	9,992
Maintenance fees & other		1,454		1,016		2,829		2,091
Other service charges and fees (1)		1,702		1,278		3,367		2,512
Interchange fees, net (1)		5,612		4,792		10,656		9,280
Fiduciary and asset management fees (1):
Trust asset management fees		1,976		1,436		3,315		2,781
Registered advisor management fees, net		2,825		1,606		5,701		2,325
Brokerage management fees, net		897		998		1,736		1,990
Mortgage banking income, net		2,785		—		4,240		—
Gains (losses) on securities transactions, net		51		(88)		202		125
Bank owned life insurance income		2,075		1,728		4,129		3,395
Loan-related interest rate swap fees, net		3,716		898		5,176		1,617
Gain on Shore Premier sale		—		20,899		—		20,899
Other operating income (2)		1,440		861		2,337		3,858
Total noninterest income (3)	$	30,578	$	40,597	$	55,515	$	60,865

(1)   Income within scope of Topic 606.

(2)   Includes income within the scope of Topic 606 of $1.1 million and $874,000 for the three months ended June 30, 2019 and 2018, respectively, and $1.9 million and $1.6 million for the six months ended June 30, 2019 and 2018, respectively. The remaining balance is outside the scope of Topic 606.

(3)   Noninterest income for the discontinued mortgage segment is reported in Note 14 "Segment Reporting & Discontinued Operations."

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13. EARNINGS PER SHARE

Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards and warrants.

The following table presents EPS from continuing operations, discontinued operations and total net income available to common shareholders for the three and six months ended June 30, 2019 and 2018 (dollars in thousands except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net Income:
Income from continuing operations	$	48,908	$	49,800	$	84,623	$	66,374
Income (loss) from discontinued operations		(85)		(2,473)		(170)		(2,408)
Net income available to common shareholders	$	48,823	$	47,327	$	84,453	$	63,966
Weighted average shares outstanding, basic		82,062		65,919		79,283		65,738
Dilutive effect of stock awards and warrants		63		47		62		64
Weighted average shares outstanding, diluted		82,125		65,966		79,345		65,802
Basic EPS:
EPS from continuing operations	$	0.59	$	0.76	$	1.06	$	1.01
EPS from discontinued operations		—		(0.04)		—		(0.04)
EPS available to common shareholders	$	0.59	$	0.72	$	1.06	$	0.97
Diluted EPS:
EPS from continuing operations	$	0.59	$	0.75	$	1.06	$	1.01
EPS from discontinued operations		—		(0.03)		—		(0.04)
EPS available to common shareholders	$	0.59	$	0.72	$	1.06	$	0.97

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14. SEGMENT REPORTING & DISCONTINUED OPERATIONS

On May 23, 2018, the Bank announced that it had entered into an agreement with a third party mortgage company TFSB to allow TFSB to offer residential mortgages from certain Bank locations on the terms and conditions set forth in the agreement. Concurrently with this arrangement, the Bank began the process of winding down the operations of UMG, the Company’s reportable mortgage segment. Effective at the close of business June 1, 2018, UMG was no longer originating mortgages in its name. The decision to exit the mortgage business was based on a number of strategic priorities and other factors, including the additional investment in the business required to achieve the necessary scale to be competitive. As a result of this decision, the community bank segment is the only remaining reportable segment and does not require separate reporting disclosures.

On May 30, 2019, the Bank notified TFSB that the Bank was terminating its primary agreement with TFSB and would no longer allow TFSB to offer residential mortgages from Bank locations. UMG operations remain discontinued.

As of June 30, 2019, the Company’s Consolidated Balance Sheet included assets and liabilities from discontinued operations of $964,000 and $1.0 million, respectively. As of December 31, 2018, the Company’s Consolidated Balance Sheet included assets and liabilities from discontinued operations of $1.5 million and $1.7 million, respectively. Management believes there are no material on-going obligations with respect to the mortgage banking business that have not been recorded in the Company’s consolidated financial statements.

The following table presents summarized operating results of the discontinued mortgage segment for the three and six months ended June 30, 2019 and 2018, respectively (dollars in thousands):

		Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net interest income	$	—	$	368	$	—	$	642
Provision for credit losses		—		(240)		—		(264)
Net interest income after provision for credit losses		—		608		—		906
Noninterest income		—		1,668		1		3,710
Noninterest expenses		114		5,361		230		7,624
Income before income taxes		(114)		(3,085)		(229)		(3,008)
Income tax expense (benefit)		(29)		(612)		(59)		(600)
Net income (loss) on discontinued operations	$	(85)	$	(2,473)	$	(170)	$	(2,408)

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15. SUBSEQUENT EVENTS

On July 10, 2019, the Company announced that its Board of Directors has authorized a share repurchase program to purchase up to $150 million of the Company’s common stock through June 30, 2021 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Atlantic Union Bankshares Corporation

Results of Review of Interim Financial Statements

We have reviewed the accompanying consolidated balance sheet of Atlantic Union Bankshares Corporation (the “Company”) as of June 30, 2019, and the related consolidated statements of income and comprehensive income for the three and six-month periods ended June 30, 2019 and 2018, the consolidated statements of changes in stockholders’ equity and cash flows for the six-month periods ended June 30, 2019 and 2018, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2018, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 27, 2019, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Richmond, Virginia

August 6, 2019

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of the Company. This discussion and analysis should be read with the Company’s consolidated financial statements, the notes to the financial statements, and the other financial data included in this report, as well as the Company’s 2018 Form 10-K, including management’s discussion and analysis. Highlighted in the discussion are material changes from prior reporting periods and any identifiable trends affecting the Company. Results of operations for the interim periods are not necessarily indicative of results that may be expected for the full year or for any other period. Amounts are rounded for presentation purposes; however, some of the percentages presented are computed based on unrounded amounts.

FORWARD-LOOKING STATEMENTS

Certain statements in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results that are not statements of historical fact. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of, or trends affecting, the Company will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to:

● changes in interest rates;

● general economic and financial market conditions, in the United States generally and particularly in the markets in which the Company operates and which its loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels and slowdowns in economic growth;

● the Company’s ability to manage its growth or implement its growth strategy;

● the possibility that any of the anticipated benefits of the acquisition of Access will not be realized or will not be realized within the expected time period, the expected revenue synergies and cost savings from the acquisition may not be fully realized or realized within the expected time frame, revenues following the acquisition may be lower than expected, or customer and employee relationships and business operations may be disrupted by the acquisition;

● the Company’s ability to recruit and retain key employees;

● the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets;

● real estate values in the Bank’s lending area;

● an insufficient ALL;

● the quality or composition of the loan or investment portfolios;

● concentrations of loans secured by real estate, particularly commercial real estate;

● the effectiveness of the Company’s credit processes and management of the Company’s credit risk;

● demand for loan products and financial services in the Company’s market area;

● the Company’s ability to compete in the market for financial services;

● technological risks and developments, and cyber threats, attacks, or events;

● performance by the Company’s counterparties or vendors;

● deposit flows;

● the availability of financing and the terms thereof;

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● the level of prepayments on loans and mortgage-backed securities;

● legislative or regulatory changes and requirements;

● the impact of the Tax Act, including, but not limited to, the effect of the lower corporate tax rate, including on the valuation of the Company’s tax assets and liabilities;

● changes in the effect of the Tax Act due to issuance of interpretive regulatory guidance or enactment of corrective or supplement legislation;

● monetary and fiscal policies of the U.S. government including policies of the U.S. Department of the Treasury and the Federal Reserve;

● changes to applicable accounting principles and guidelines; and

● other factors, many of which are beyond the control of the Company.

Please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and comparable "Risk Factors" section of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 and related disclosures in other filings, which have been filed with the SEC and are and are available on the SEC’s website at www.sec.gov. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Quarterly Report. Forward-looking statements speak only as of the date they are made and the Company does not undertake any obligation to update, revise, or clarify these forward-looking statements whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company are in accordance with U.S. GAAP and conform to general practices within the banking industry. The Company’s financial position and results of operations are affected by management’s application of accounting policies, including estimates, assumptions, and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses, and related disclosures. Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position and/or results of operations. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them, as needed. Management has discussed the Company’s critical accounting policies and estimates with the Audit Committee of the Board of Directors of the Company.

The critical accounting and reporting policies include the Company’s accounting for the ALL, acquired loans, business combinations and divestitures, and goodwill and intangible assets. The Company’s accounting policies are fundamental to understanding the Company’s consolidated financial position and consolidated results of operations. Accordingly, the Company’s significant accounting policies are discussed in detail in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 "Financial Statements and Supplementary Data" of the Company’s 2018 Form 10-K.

The Company provides additional information on its critical accounting policies and estimates listed above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in its 2018 Form 10-K.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 153 branches, seven of which are operated as Xenith Bank, a division of Atlantic Union Bank, and approximately 200 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Middleburg Financial is a brand name used by Atlantic Union Bank and certain affiliates when providing trust, wealth management, private banking, and investment advisory products and services. Certain non-bank affiliates of Atlantic Union Bank include: Old Dominion Capital Management, Inc., and its subsidiary, Outfitter Advisors, Ltd., Dixon, Hubard, Feinour, & Brown, Inc., and Middleburg Investment Services, LLC, which provide investment advisory and/or brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

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Shares of the Company’s common stock are traded on the Nasdaq Global Select Market under the symbol "AUB". Additional information is available on the Company’s website at https://investors.atlanticunionbank.com. The information contained on the Company’s website is not a part of or incorporated into this report.

RESULTS OF OPERATIONS

Executive Overview

On February 1, 2019, the Company completed the acquisition of Access, a bank holding company based in Reston, Virginia.

On May 20, 2019, the Company re-branded to Atlantic Union Bankshares Corporation and successfully completed the integration of Access National Bank branches and operations into Atlantic Union Bank. Rebranding costs amounted to $4.0 million during the second quarter of 2019 and approximately $407,000 during the first quarter of 2019.

Second Quarter Net Income and Performance Metrics

● Net income was $48.8 million and EPS was $0.59 for the second quarter of 2019 compared to net income of $47.3 million and EPS of $0.72 for the second quarter of 2018.

● Net operating earnings⁽¹⁾, which excluded after-tax merger and rebranding-related costs of $8.3 million, were $57.1 million and operating EPS⁽¹⁾ was $0.70 for the second quarter of 2019 compared to $53.9 million, or $0.82, for the second quarter of 2018.

● ROA was 1.15% for the second quarter of 2019 compared to 1.44% for the second quarter of 2018; operating ROA⁽¹⁾ was 1.35% for the second quarter of 2019 compared to 1.63% for the second quarter of 2018.

● ROE was 7.86% for the second quarter of 2019 compared to 10.28% for the second quarter of 2018; operating ROE⁽¹⁾ was 9.20% for the second quarter of 2019 compared to 11.69% for the second quarter of 2018.

● Operating ROTCE⁽¹⁾ was 16.58% for the second quarter of 2019 compared to 21.15% for the second quarter of 2018.

Six Month Net Income and Performance Metrics

● Net income was $84.5 million and EPS was $1.06 for the six months ended June 30, 2019 compared to net income of $64.0 million and EPS of $0.97 for the six months ended June 30, 2018.

● Net operating earnings⁽¹⁾, which excluded after-tax merger and rebranding-related costs of $23.2 million, were $107.6 million and operating EPS⁽¹⁾ was $1.36 for the six months ended June 30, 2019 compared to $92.7 million, or $1.41, for the six months ended June 30, 2018.

● ROA was 1.04% for the six months ended June 30, 2019 compared to 0.98% for the six months ended June 30, 2018; operating ROA⁽¹⁾ was 1.33% for the six months ended June 30, 2019 compared to 1.43% for the six months ended June 30, 2018.

● ROE was 7.16% for the six months ended June 30, 2019 compared to 7.03% for the six months ended June 30, 2018; operating ROE⁽¹⁾ was 9.12% for the six months ended June 30, 2019 compared to 10.19% for the six months ended June 30, 2018.

● Operating ROTCE⁽¹⁾ was 16.48% for the six months ended June 30, 2019 compared to 18.61% for the six months ended June 30, 2018.

Balance Sheet

● Loans held for investment, net of deferred fees and costs, were $12.2 billion at June 30, 2019, an increase of $2.5 billion, or 25.8%, from December 31, 2018.

● Total deposits were $12.5 billion at June 30, 2019, an increase of $2.5 billion, or 25.5%, from December 31, 2018.

(1) Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about these non-GAAP financial measures, including a reconciliation of these measures to the most directly comparable financial measures in accordance with GAAP.

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Net Interest Income

	For the Three Months Ended
	June 30,
	2019			2018			Change
	(Dollars in thousands)
Average interest-earning assets	$	15,002,726		$	11,661,189		$	3,341,537
Interest and dividend income	$	181,125		$	132,409		$	48,716
Interest and dividend income (FTE) (1)	$	184,045		$	134,417		$	49,628
Yield on interest-earning assets		4.84	%		4.55	%		29	bps
Yield on interest-earning assets (FTE) (1)		4.92	%		4.62	%		30	bps
Average interest-bearing liabilities	$	11,402,418		$	9,167,275		$	2,235,143
Interest expense	$	42,531		$	24,241		$	18,290
Cost of interest-bearing liabilities		1.50	%		1.06	%		44	bps
Cost of funds		1.14	%		0.83	%		31	bps
Net interest income	$	138,594		$	108,168		$	30,426
Net interest income (FTE) (1)	$	141,514		$	110,176		$	31,338
Net interest margin		3.71	%		3.72	%		(1)	bps
Net interest margin (FTE) (1)		3.78	%		3.79	%		(1)	bps

(1) Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about these measures, including a reconciliation of these measures to the most directly comparable financial measures calculated in accordance with GAAP.

For the second quarter of 2019, net interest income was $138.6 million, an increase of $30.4 million from the second quarter of 2018. For the second quarter of 2019, net interest income (FTE) was $141.5 million, an increase of $31.3 million from the second quarter of 2018. The increases in both net interest income and net interest income (FTE) were primarily the result of a $3.3 billion increase in average interest-earning assets and a $2.2 billion increase in average interest-bearing liabilities from the impact of the Access acquisition during the first quarter of 2019. Net accretion related to acquisition accounting increased $1.9 million from the second quarter of 2018 to $7.8 million in the second quarter of 2019. In the second quarter of 2019, net interest margin decreased 1 basis points to 3.71% from 3.72% in the second quarter of 2018, and net interest margin (FTE) decreased 1 basis points compared to the second quarter of 2018. The net decline in net interest margin and net interest margin (FTE) measures were primarily driven by an increase in the cost of funds, partially offset by a smaller increase in interest-earning asset yields.

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	For the Six Months Ended
	June 30,
	2019			2018			Change
	(Dollars in thousands)
Average interest-earning assets	$	14,450,057		$	11,568,658		$	2,881,399
Interest and dividend income	$	346,777		$	256,789		$	89,988
Interest and dividend income (FTE) (1)	$	352,445		$	260,634		$	91,811
Yield on interest-earning assets		4.84	%		4.48	%		36	bps
Yield on interest-earning assets (FTE) (1)		4.92	%		4.54	%		38	bps
Average interest-bearing liabilities	$	11,105,042		$	9,136,102		$	1,968,940
Interest expense	$	80,636		$	45,149		$	35,487
Cost of interest-bearing liabilities		1.46	%		1.00	%		46	bps
Cost of funds		1.13	%		0.78	%		35	bps
Net interest income	$	266,141		$	211,640		$	54,501
Net interest income (FTE) (1)	$	271,809		$	215,485		$	56,324
Net interest margin		3.71	%		3.69	%		2	bps
Net interest margin (FTE) (1)		3.79	%		3.76	%		3	bps

(1) Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about these measures, including a reconciliation of these measures to the most directly comparable financial measures calculated in accordance with GAAP.

For the first six months of 2019, net interest income was $266.1 million, an increase of $54.5 million from the same period of 2018. For the first six months of 2019, net interest income (FTE) was $271.8 million, an increase of $56.3 million from the same period of 2018. The increases in both net interest income and net interest income (FTE) were primarily the result of a $2.9 billion increase in average interest-earning assets and a $2.0 billion increase in average interest-bearing liabilities from the impact of the Access acquisition. Net accretion related to acquisition accounting increased $2.1 million from the first six months of 2018 to $13.6 million for the first six months of 2019. In the first six months of 2019, net interest margin increased 2 basis points to 3.71% from 3.69% in the first six months of 2018, and net interest margin (FTE) increased 3 basis points compared to the first six months of 2018. The net increases in net interest margin and net interest margin (FTE) measures were primarily driven by an increase in the yield on earnings assets, partially offset by a smaller increase in cost of funds.

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The following tables show interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated:

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)

	For the Three Months Ended June 30,
	2019						2018
			Interest						Interest
	Average		Income /		Yield /		Average		Income /		Yield /
	Balance		Expense (1)		Rate (1)(2)		Balance		Expense (1)		Rate (1)(2)
	(Dollars in thousands)
Assets:
Securities:
Taxable	$	1,705,977	$	13,333	3.13	%	$	1,077,656	$	8,012	2.98	%
Tax-exempt		1,032,551		10,646	4.14	%		547,617		5,293	3.88	%
Total securities		2,738,528		23,979	3.51	%		1,625,273		13,305	3.28	%
Loans, net (3) (4)		12,084,961		158,935	5.28	%		9,809,083		120,039	4.91	%
Other earning assets		179,237		1,131	2.53	%		226,833		1,073	1.90	%
Total earning assets		15,002,726	$	184,045	4.92	%		11,661,189	$	134,417	4.62	%
Allowance for loan losses		(41,174)						(41,645)
Total non-earning assets		2,035,979						1,598,683
Total assets	$	16,997,531					$	13,218,227
Liabilities and Stockholders' Equity:
Interest-bearing deposits:
Transaction and money market accounts	$	6,215,912	$	16,139	1.04	%	$	4,836,642	$	6,790	0.56	%
Regular savings		776,683		416	0.21	%		649,897		217	0.13	%
Time deposits (5)		2,562,498		12,254	1.92	%		2,063,414		6,040	1.17	%
Total interest-bearing deposits		9,555,093		28,809	1.21	%		7,549,953		13,047	0.69	%
Other borrowings (6)		1,847,325		13,722	2.98	%		1,617,322		11,194	2.78	%
Total interest-bearing liabilities		11,402,418	$	42,531	1.50	%		9,167,275	$	24,241	1.06	%
Noninterest-bearing liabilities:
Demand deposits		2,898,609						2,095,233
Other liabilities		206,455						108,353
Total liabilities		14,507,482						11,370,861
Stockholders' equity		2,490,049						1,847,366
Total liabilities and stockholders' equity	$	16,997,531					$	13,218,227
Net interest income			$	141,514					$	110,176
Interest rate spread					3.42	%					3.56	%
Cost of funds					1.14	%					0.83	%
Net interest margin					3.78	%					3.79	%

(1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) Rates and yields are annualized and calculated from actual, not rounded, amounts in thousands, which appear above.

(3) Nonaccrual loans are included in average loans outstanding.

(4) Interest income on loans includes $7.7 million and $5.3 million for the three months ended June 30, 2019 and 2018, respectively, in accretion of the fair market value adjustments related to acquisitions.

(5) Interest expense on time deposits includes $213,000 and $685,000 for the three months ended June 30, 2019 and 2018, respectively, in accretion of the fair market value adjustments related to acquisitions.

(6) Interest expense on borrowings includes $70,000 and $104,000 for the three months ended June 30, 2019 and 2018, respectively, in amortization of the fair market value adjustments related to acquisitions.

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AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)

	For the Six Months Ended June 30,
	2019						2018
			Interest						Interest
	Average		Income /		Yield /		Average		Income /		Yield /
	Balance		Expense (1)		Rate (1)(2)		Balance		Expense (1)		Rate (1)(2)
	(Dollars in thousands)
Assets:
Securities:
Taxable	$	1,683,702	$	26,400	3.16	%	$	1,049,331	$	15,084	2.90	%
Tax-exempt		1,008,534		20,769	4.15	%		547,100		10,366	3.82	%
Total securities		2,692,236		47,169	3.53	%		1,596,431		25,450	3.21	%
Loans, net (3) (4)		11,608,821		303,434	5.27	%		9,744,995		233,174	4.83	%
Other earning assets		149,000		1,842	2.49	%		227,232		2,010	1.78	%
Total earning assets		14,450,057	$	352,445	4.92	%		11,568,658	$	260,634	4.54	%
Allowance for loan losses		(42,083)						(40,751)
Total non-earning assets		1,944,248						1,591,541
Total assets	$	16,352,222					$	13,119,448
Liabilities and Stockholders' Equity:
Interest-bearing deposits:
Transaction and money market accounts	$	6,086,277	$	30,509	1.01	%	$	4,798,296	$	12,346	0.52	%
Regular savings		755,105		817	0.22	%		647,183		428	0.13	%
Time deposits (5)		2,444,513		21,913	1.81	%		2,074,610		11,485	1.12	%
Total interest-bearing deposits		9,285,895		53,239	1.16	%		7,520,089		24,259	0.65	%
Other borrowings (6)		1,819,147		27,397	3.04	%		1,616,013		20,890	2.61	%
Total interest-bearing liabilities		11,105,042	$	80,636	1.46	%		9,136,102	$	45,149	1.00	%
Noninterest-bearing liabilities:
Demand deposits		2,678,641						2,034,854
Other liabilities		188,705						112,420
Total liabilities		13,972,388						11,283,376
Stockholders' equity		2,379,834						1,836,072
Total liabilities and stockholders' equity	$	16,352,222					$	13,119,448
Net interest income			$	271,809					$	215,485
Interest rate spread					3.46	%					3.54	%
Cost of funds					1.13	%					0.78	%
Net interest margin					3.79	%					3.76	%

(1) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

(2) Rates and yields are annualized and calculated from actual, not rounded, amounts in thousands, which appear above.

(3) Nonaccrual loans are included in average loans outstanding.

(4) Interest income on loans includes $13.2 million and $10.2 million for the six months ended June 30, 2019 and 2018, respectively, in accretion of the fair market value adjustments related to acquisitions.

(5) Interest expense on time deposits includes $505,000 and $1.5 million for the six months ended June 30, 2019 and 2018, respectively, in accretion of the fair market value adjustments related to acquisitions.

(6) Interest expense on borrowings includes $140,000 and $202,000 for the six months ended June 30, 2019 and 2018, respectively, in amortization of the fair market value adjustments related to acquisitions.

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The table below presents changes in interest income and interest expense and distinguishes between the changes related to increases or decreases in average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate). Changes attributable to both volume and rate have been allocated proportionally. Results, on a taxable equivalent basis, are as follows (dollars in thousands):

	Three Months Ended						Six Months Ended
	June 30, 2019 vs. June 30, 2018						June 30, 2019 vs. June 30, 2018
	Increase (Decrease) Due to Change in:						Increase (Decrease) Due to Change in:
	Volume		Rate		Total		Volume		Rate		Total
Earning Assets:
Securities:
Taxable	$	4,891	$	430	$	5,321	$	9,839	$	1,477	$	11,316
Tax-exempt		4,978		375		5,353		9,432		971		10,403
Total securities		9,869		805		10,674		19,271		2,448		21,719
Loans, net (1)		29,425		9,471		38,896		47,375		22,885		70,260
Other earning assets		(254)		312		58		(819)		651		(168)
Total earning assets	$	39,040	$	10,588	$	49,628	$	65,827	$	25,984	$	91,811
Interest-Bearing Liabilities:
Interest-bearing deposits:
Transaction and money market accounts	$	2,350	$	6,999	$	9,349	$	4,007	$	14,156	$	18,163
Regular savings		49		150		199		81		308		389
Time Deposits (2)		1,717		4,497		6,214		2,332		8,096		10,428
Total interest-bearing deposits		4,116		11,646		15,762		6,420		22,560		28,980
Other borrowings (3)		1,669		859		2,528		2,813		3,694		6,507
Total interest-bearing liabilities		5,785		12,505		18,290		9,233		26,254		35,487
Change in net interest income	$	33,255	$	(1,917)	$	31,338	$	56,594	$	(270)	$	56,324

(1) The rate-related change in interest income on loans includes the impact of higher accretion of the acquisition-related fair market value adjustments of $2.3 million and $3.0 million for the three- and six-month change, respectively.

(2) The rate-related change in interest expense on deposits includes the impact of lower accretion of the acquisition-related fair market value adjustments of $472,000 and $1.0 million for the three- and six-month change, respectively.

(3) The rate-related change in interest expense on other borrowings includes the impact of lower amortization of the acquisition-related fair market value adjustments of $34,000 and $62,000 for the three- and six-month change, respectively.

The Company’s net interest margin (FTE) includes the impact of acquisition accounting fair value adjustments. The net accretion for the first and second quarters of 2019, as well as the remaining estimated net accretion impact are reflected in the following table (dollars in thousands):

			Deposit		Borrowings
	Loan		Accretion		Accretion
	Accretion		(Amortization)		(Amortization)		Total
For the quarter ended March 31, 2019	$	5,557	$	292	$	(70)	$	5,779
For the quarter ended June 30, 2019		7,659		213		(70)		7,802
For the remaining six months of 2019 (estimated)		8,307		328		(220)		8,415
For the years ending (estimated):
2020		13,926		132		(633)		13,425
2021		11,321		14		(807)		10,528
2022		9,105		(43)		(829)		8,233
2023		6,499		(32)		(852)		5,615
2024		4,906		(4)		(877)		4,025
Thereafter		18,390		(1)		(10,773)		7,616

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The following table excludes discontinued operations. Refer to Note 14 "Segment Reporting & Discontinued Operations" in Item 1 "Financial Statements", of this Form 10-Q for further discussion regarding discontinued operations.

Noninterest Income

	For the Three Months Ended
	June 30,				Change
	2019		2018		$		%
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	7,499	$	6,189	$	1,310	21.2	%
Other service charges and fees		1,702		1,278		424	33.2	%
Interchange fees, net		5,612		4,792		820	17.1	%
Fiduciary and asset management fees		5,698		4,040		1,658	41.0	%
Mortgage banking income, net		2,785		—		2,785	NM
Gains (losses) on securities transactions, net		51		(88)		139	(158.0)	%
Bank owned life insurance income		2,075		1,728		347	20.1	%
Loan-related interest rate swap fees, net		3,716		898		2,818	313.8	%
Gain on Shore Premier sale		—		20,899		(20,899)	(100.0)	%
Other operating income		1,440		861		579	67.2	%
Total noninterest income	$	30,578	$	40,597	$	(10,019)	(24.7)	%

NM - Not meaningful

Noninterest income decreased $10.0 million, or 24.7%, to $30.6 million for the quarter ended June 30, 2019 compared to the quarter ended June 30, 2018. The decrease in noninterest income was primarily driven by the net gain on sale of Shore Premier of $20.9 million, recognized during the second quarter of 2018. Excluding this gain, noninterest income increased $10.9 million, or 55.2% for the quarter ended June 30, 2019 when compared to the same quarter in 2018. This increase was primarily related to the acquisition of Access and an increase in loan-related swap fees.

	For the Six Months Ended
	June 30,				Change
	2019		2018		$		%
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	14,656	$	12,083	$	2,573	21.3	%
Other service charges and fees		3,367		2,512		855	34.0	%
Interchange fees, net		10,656		9,280		1,376	14.8	%
Fiduciary and asset management fees		10,752		7,096		3,656	51.5	%
Mortgage banking income, net		4,240		—		4,240	NM
Gains (losses) on securities transactions, net		202		125		77	61.6	%
Bank owned life insurance income		4,129		3,395		734	21.6	%
Loan-related interest rate swap fees, net		5,176		1,617		3,559	220.1	%
Gain on Shore Premier sale		—		20,899		(20,899)	(100.0)	%
Other operating income		2,337		3,858		(1,521)	(39.4)	%
Total noninterest income	$	55,515	$	60,865	$	(5,350)	(8.8)	%

NM - Not meaningful

Noninterest income decreased $5.4 million, or 8.8%, to $55.5 million for the six months ended June 30, 2019 from $60.9 million for the six months ended June 30, 2018, primarily driven by the net gain on sale of Shore Premier of $20.9 million recognized during the second quarter of 2018. Excluding this gain, noninterest income increased by $15.5 million, or 38.9% for the first six months of 2019 compared to the same period in 2018, primarily driven by the acquisition of Access and an increase in loan-related swap fees. These increases were partially offset by a decline in

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other operating income of $1.5 million primarily due to the gain of $1.4 million recognized in the first quarter of 2018 related to the sale of the Company’s ownership interest in a payments-related company.

The following table excludes discontinued operations. Refer to Note 14 "Segment Reporting & Discontinued Operations" in Item 1 "Financial Statements", of this Form 10-Q for further discussion regarding discontinued operations.

Noninterest Expense

	For the Three Months Ended
	June 30,				Change
	2019		2018		$		%
	(Dollars in thousands)
Noninterest expense:
Salaries and benefits	$	50,390	$	40,777	$	9,613	23.6	%
Occupancy expenses		7,534		6,159		1,375	22.3	%
Furniture and equipment expenses		3,542		3,103		439	14.1	%
Printing, postage, and supplies		1,252		1,282		(30)	(2.3)	%
Communications expense		1,157		1,009		148	14.7	%
Technology and data processing		5,739		4,322		1,417	32.8	%
Professional services		2,630		2,671		(41)	(1.5)	%
Marketing and advertising expense		2,908		3,288		(380)	(11.6)	%
FDIC assessment premiums and other insurance		2,601		1,882		719	38.2	%
Other taxes		4,044		2,895		1,149	39.7	%
Loan-related expenses		2,396		1,843		553	30.0	%
OREO and credit-related expenses		1,473		1,122		351	31.3	%
Amortization of intangible assets		4,937		3,215		1,722	53.6	%
Training and other personnel costs		1,477		1,125		352	31.3	%
Merger-related costs		6,371		8,273		(1,902)	(23.0)	%
Rebranding expense		4,012		—		4,012	NM
Other expenses		3,145		2,174		971	44.7	%
Total noninterest expense	$	105,608	$	85,140	$	20,468	24.0	%

NM - Not meaningful

Noninterest expense increased $20.5 million, or 24.0%, to $105.6 million for the quarter ended June 30, 2019 compared to $85.1 million for the quarter ended June 30, 2018. Excluding merger-related costs, amortization of intangible assets, and rebranding costs, operating noninterest expense ⁽¹⁾ for the quarter ended June 30, 2019 increased $16.6 million, or 22.6%, compared to the second quarter of 2018. The increase in operating noninterest expense was primarily related to the acquisition of Access. In addition, operating noninterest expense included $1.2 million in branch closure costs and approximately $800,000 in OREO valuation adjustments driven by updated appraisals received during the second quarter of 2019.

(1) Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about this non-GAAP financial measure, including a reconciliation of these measures to the most directly comparable financial measures calculated in accordance with GAAP.

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	For the Six Months Ended
	June 30,				Change
	2019		2018		$		%
	(Dollars in thousands)
Noninterest expense:
Salaries and benefits	$	98,398	$	81,518	$	16,880	20.7	%
Occupancy expenses		14,935		12,226		2,709	22.2	%
Furniture and equipment expenses		6,938		6,041		897	14.8	%
Printing, postage, and supplies		2,494		2,342		152	6.5	%
Communications expense		2,162		2,104		58	2.8	%
Technology and data processing		11,415		8,881		2,534	28.5	%
Professional services		5,587		5,225		362	6.9	%
Marketing and advertising expense		5,291		4,725		566	12.0	%
FDIC assessment premiums and other insurance		5,239		4,067		1,172	28.8	%
Other taxes		7,808		5,782		2,026	35.0	%
Loan-related expenses		4,685		3,158		1,527	48.4	%
OREO and credit-related expenses		2,157		2,654		(497)	(18.7)	%
Amortization of intangible assets		9,154		6,396		2,758	43.1	%
Training and other personnel costs		2,621		2,132		489	22.9	%
Merger-related costs		24,493		35,985		(11,492)	(31.9)	%
Rebranding expense		4,420		—		4,420	NM
Other expenses		4,538		3,649		889	24.4	%
Total noninterest expense	$	212,335	$	186,885	$	25,450	13.6	%

NM - Not meaningful

Noninterest expense increased $25.5 million, or 13.6%, to $212.3 million for the six months ended June 30, 2019 compared to $186.9 million for the six months ended June 30, 2018. Excluding merger-related costs, amortization of intangible assets, and rebranding costs, operating noninterest expense ⁽¹⁾ for the six months ended June 30, 2019 increased $29.8 million, or 20.6%, compared to the same period in 2018. The increase in operating noninterest expense was primarily related to the acquisition of Access. In addition, operating noninterest expense included $1.2 million in branch closure costs recorded in the second quarter of 2019.

(1) Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about this non-GAAP financial measure, including a reconciliation of these measures to the most directly comparable financial measures calculated in accordance with GAAP.

Income Taxes

The provision for income taxes is based upon the results of operations, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

The Bank is not subject to a state income tax in its primary place of business (Virginia). The Company’s other subsidiaries are subject to state income taxes and have historically generated losses for state income tax purposes. State net operating loss carryovers will begin to expire after 2026.

The effective tax rate for the three months ended June 30, 2019 and 2018 was 16.0% and 19.0%, respectively. The effective tax rate for the six months ended June 30, 2019 and 2018 was 15.5% and 17.0%, respectively. The decrease in

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the effective tax rate compared to the second quarter of 2018 is primarily due to an increase in merger-related expenses related to the acquisition of Access recorded during the second quarter of 2019.

BALANCE SHEET

Assets

At June 30, 2019, total assets were $17.2 billion, an increase of $3.4 billion from $13.8 billion at December 31, 2018, reflecting the impact of the Access acquisition.

On February 1, 2019, the Company completed its acquisition of Access. Below is a summary of the transaction and related impact on the Company’s balance sheet.

● The fair value of assets acquired equaled $2.855 billion, and the fair value of the liabilities assumed equaled $2.559 billion

● Total loans acquired totaled $2.217 billion with a fair value of $2.173 billion

● Total deposits assumed totaled $2.228 billion with a fair value of $2.227 billion

● Total goodwill arising from the transaction equaled $203.3 million

● Core deposit intangibles acquired totaled $40.9 million

Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition, in accordance with ASC 805, Business Combinations.

Loans held for investment, net of deferred fees and costs, were $12.2 billion at June 30, 2019, an increase of $2.5 billion, or 25.8%, from December 31, 2018. Quarterly average loans increased $2.3 billion, or 23.2%, for the quarter ended June 30, 2019 compared to the quarter ended June 30, 2018 primarily due to the Access acquisition. Refer to "Loan Portfolio" within Item 2 and Note 4 "Loans and Allowance for Loan Losses" in Part I of Item I for additional information on the Company’s loan activity.

Liabilities and Stockholders’ Equity

At June 30, 2019, total liabilities were $14.6 billion, an increase of $2.8 billion from December 31, 2018.

Total deposits were $12.5 billion at June 30, 2019, an increase of $2.5 billion, or 25.5%, from December 31, 2018. Quarterly average deposits increased $2.8 billion, or 29.1%, for the quarter ended June 30, 2019 compared to the quarter ended June 30, 2018 primarily due to the Access acquisition. Refer to “Deposits” within this Item 2 for further discussion on this topic.

At June 30, 2019, stockholders’ equity was $2.5 billion, an increase of $587.7 million from December 31, 2018. The Company’s capital ratios continue to exceed the minimum capital requirements for regulatory purposes. Refer to “Capital Resources” within this Item 2 for additional information on the Company’s capital ratios.

The Company declared and paid a cash dividend of $0.23 per share during the second quarter of 2019, an increase of $0.02 per share, or 9.5%, compared to the dividend paid during the second quarter of 2018. Dividends for the six months ended June 30, 2019 were $0.46, an increase of $0.04 per share, or 9.5% compared to the six months ended June 30, 2018.

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Securities

At June 30, 2019, the Company had total investments in the amount of $2.7 billion, or 15.8 % of total assets, as compared to $2.4 billion, or 17.4% of total assets, at December 31, 2018. The Company seeks to diversify its portfolio to minimize risk. It focuses on purchasing mortgage-backed securities for cash flow and reinvestment opportunities and securities issued by states and political subdivisions due to the tax benefits and the higher yield offered from these securities. The majority of the Company’s mortgage-backed securities are agency-backed securities, which have a government guarantee. The investment portfolio has a high percentage of municipals and mortgage-backed securities; therefore, the Company earns a higher taxable equivalent yield on its portfolio as compared to many of its peers. During the fourth quarter of 2018, the Company entered into a swap agreement to hedge the interest rate on a portion of its fixed rate available for sale securities. For information regarding the hedge transaction related to available for sale securities, see Note 9 "Derivatives" in Part I of Item I of this Form 10-Q.

The table below sets forth a summary of the AFS securities, HTM securities and restricted stock as of the dates indicated (dollars in thousands):

	June 30,		December 31,
	2019		2018
Available for Sale:
U.S. government and agency securities	$	4,480	$	—
Obligations of states and political subdivisions		509,747		468,491
Corporate and other bonds		206,313		167,696
Mortgage-backed securities		1,275,405		1,129,865
Other securities		3,549		8,769
Total AFS securities, at fair value		1,999,494		1,774,821
Held to Maturity:
Obligations of states and political subdivisions, at carrying value		547,591		492,272
Mortgage-backed securities		10,912		—
Total held to maturity securities		558,503		492,272
Restricted Stock:
Federal Reserve Bank stock		66,979		52,576
FHLB stock		78,880		72,026
Total restricted stock, at cost		145,859		124,602
Total investments	$	2,703,856	$	2,391,695

During each quarter and at year end, the Company conducts an assessment of the securities portfolio for OTTI consideration. No OTTI was recognized during the three months ended June 30, 2019. The Company monitors the portfolio, which is subject to liquidity needs, market rate changes, and credit risk changes, to determine whether adjustments are needed. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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The following table summarizes the contractual maturity of AFS securities at fair value and their weighted average yields as of June 30, 2019 (dollars in thousands):

	1 Year or						5 – 10			Over 10
	Less			1 - 5 Years			Years			Years			Total
U.S. government and agency securities
Amortized cost	$	4,462		$	—		$	—		$	—		$	4,462
Fair value		4,480			—			—			—			4,480
Weighted average yield (1)		2.53	%		—	%		—			-			2.53	%
Mortgage backed securities:
Amortized cost	$	1,946		$	147,819		$	130,985		$	972,791		$	1,253,541
Fair value		1,948			149,604			133,757			990,096			1,275,405
Weighted average yield (1)		4.02	%		2.55	%		2.71	%		3.07	%		2.97	%
Obligations of states and political subdivisions:
Amortized cost	$	8,252		$	11,245		$	32,751		$	432,944		$	485,192
Fair value		8,333			11,497			33,758			456,159			509,747
Weighted average yield (1)		5.22	%		4.66	%		3.94	%		3.71	%		3.78	%
Corporate bonds and other securities:
Amortized cost	$	2,066		$	5,512		$	82,999		$	115,907		$	206,484
Fair value		2,067			5,488			84,501			117,806			209,862
Weighted average yield (1)		1.55	%		3.24	%		4.70	%		3.41	%		3.91	%
Total AFS securities:
Amortized cost	$	16,726		$	164,576		$	246,735		$	1,521,642		$	1,949,679
Fair value		16,828			166,589			252,016			1,564,061			1,999,494
Weighted average yield (1)		3.91	%		2.72	%		3.54	%		3.28	%		3.27	%

(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis.

The following table summarizes the contractual maturity of HTM securities at carrying value and their weighted average yields as of June 30, 2019 (dollars in thousands):

	1 Year or						5 – 10			Over 10
	Less			1 - 5 Years			Years			Years			Total
Obligations of states and political subdivisions:
Carrying value	$	250		$	6,532		$	2,779		$	538,030		$	547,591
Fair value		250			6,704			2,871			576,732			586,557
Weighted average yield (1)		2.04	%		2.43	%		3.06	%		4.09	%		4.07	%
Mortgage backed securities:
Carrying value	$	—		$	1,635		$	1,213		$	8,064		$	10,912
Fair value		—			1,650			1,222			8,146			11,018
Weighted average yield (1)		—			5.07	%		4.13	%		5.77	%		5.48	%
Total HTM securities:
Carrying value	$	250		$	8,167		$	3,992			546,094			558,503
Fair value		250			8,354			4,093			584,878			597,575
Weighted average yield (1)		2.04	%		2.96	%		3.39	%		4.11	%		4.09	%

(1) Yields on tax-exempt securities have been computed on a tax-equivalent basis.

As of June 30, 2019, the Company maintained a diversified municipal bond portfolio with approximately 64% of its holdings in general obligation issues and the majority of the remainder backed by revenue bonds. Issuances within the

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State of Texas represented 20% of the municipal portfolio; no other state had a concentration above 10%. Substantially all municipal holdings are considered investment grade. When purchasing municipal securities, the Company focuses on strong underlying ratings for general obligation issuers or bonds backed by essential service revenues.

Liquidity

Liquidity represents an institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest-bearing deposits with banks, money market investments, federal funds sold, loans held for sale, and securities and loans maturing or re-pricing within one year. Additional sources of liquidity available to the Company include its capacity to borrow additional funds when necessary through federal funds lines with several correspondent banks, a line of credit with the FHLB, the purchase of brokered certificates of deposit, and a corporate line of credit with a large correspondent bank. Management considers the Company’s overall liquidity to be sufficient to satisfy its depositors’ requirements and to meet its customers’ credit needs.

As of June 30, 2019, liquid assets totaled $5.0 billion, or 29.4%, of total assets, and liquid earning assets totaled $4.9 billion, or 32.2% of total earning assets. Asset liquidity is also provided by managing loan and securities maturities and cash flows. As of June 30, 2019, approximately $4.3 billion, or 35.5% of total loans, are scheduled to mature within one year based on contractual maturity, adjusted for expected prepayments, and approximately $327.1 million, or 12.1% of total securities, are scheduled to mature within one year.

Additional sources of liquidity available to the Company include its capacity to borrow additional funds when necessary. Refer to Note 7 “Borrowings” in Part I of Item 1 for additional information and the available balances on various lines of credit. In addition to lines of credit, the Bank may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions. Refer to “Deposits” within this Item 2 for additional information and outstanding balances on purchased certificates of deposits.

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Loan Portfolio

Loans held for investment, net of deferred fees and costs, were $12.2 billion at June 30, 2019, $9.7 billion at December 31, 2018, and $9.3 billion at June 30, 2018. Commercial real estate - non-owner occupied loans continue to represent the Company’s largest category, comprising 25.4% of the total loan portfolio at June 30, 2019.

The following table presents the Company’s composition of loans held for investment, net of deferred fees and costs, in dollar amounts and as a percentage of total gross loans as of the quarter ended (dollars in thousands):

	June 30, 2019				March 31, 2019				December 31, 2018				September 30, 2018				June 30, 2018
Construction and Land Development	$	1,267,712	10.4	%	$	1,326,679	11.1	%	$	1,194,821	12.3	%	$	1,178,054	12.5	%	$	1,250,448	13.5	%
Commercial Real Estate - Owner Occupied		1,966,776	16.1	%		1,921,464	16.1	%		1,337,345	13.8	%		1,283,125	13.6	%		1,293,791	13.9	%
Commercial Real Estate - Non-Owner Occupied		3,104,823	25.4	%		2,970,453	24.9	%		2,467,410	25.4	%		2,427,251	25.8	%		2,318,589	25.0	%
Multifamily Real Estate		602,115	4.9	%		591,431	5.0	%		548,231	5.6	%		542,662	5.8	%		541,730	5.8	%
Commercial & Industrial		2,032,799	16.6	%		1,866,625	15.6	%		1,317,135	13.6	%		1,154,583	12.3	%		1,093,771	11.8	%
Residential 1-4 Family - Commercial		801,703	6.6	%		815,309	6.8	%		713,750	7.3	%		719,798	7.6	%		723,945	7.8	%
Residential 1-4 Family - Mortgage		850,063	7.0	%		865,502	7.2	%		600,578	6.2	%		611,728	6.5	%		607,155	6.5	%
Auto		311,858	2.6	%		300,631	2.5	%		301,943	3.1	%		306,196	3.3	%		296,706	3.2	%
HELOC		660,621	5.4	%		672,087	5.6	%		613,383	6.3	%		612,116	6.5	%		626,916	6.7	%
Consumer		383,653	3.1	%		397,491	3.3	%		379,694	3.9	%		345,320	3.7	%		298,021	3.2	%
Other Commercial		238,391	1.9	%		224,638	1.9	%		241,917	2.5	%		230,765	2.4	%		239,187	2.6	%
Total loans held for investment	$	12,220,514	100.0	%	$	11,952,310	100.0	%	$	9,716,207	100.0	%	$	9,411,598	100.0	%	$	9,290,259	100.0	%

The following table presents the remaining maturities, based on contractual maturity, by loan type and by rate type (variable or fixed), as of June 30, 2019 (dollars in thousands):

					Variable Rate						Fixed Rate
	Total		Less than 1						More than 5						More than 5
	Maturities		year		Total		1-5 years		years		Total		1-5 years		years
Construction and Land Development	$	1,267,712	$	589,336	$	391,033	$	317,308	$	73,725	$	287,343	$	238,162	$	49,181
Commercial Real Estate - Owner Occupied		1,966,776		195,160		451,523		95,934		355,589		1,320,093		733,819		586,274
Commercial Real Estate - Non-Owner Occupied		3,104,823		347,018		1,164,426		412,029		752,397		1,593,379		1,163,579		429,800
Multifamily Real Estate		602,115		107,188		219,781		69,426		150,355		275,146		224,354		50,792
Commercial & Industrial		2,032,799		602,039		823,461		681,167		142,294		607,299		377,198		230,101
Residential 1-4 Family - Commercial		801,703		131,185		125,769		13,736		112,033		544,749		422,271		122,478
Residential 1-4 Family - Mortgage		850,063		20,203		425,731		5,913		419,818		404,129		18,042		386,087
Auto		311,858		2,620		3		3		—		309,235		159,332		149,903
HELOC		660,621		66,298		585,840		85,267		500,573		8,483		678		7,805
Consumer		383,653		12,634		17,657		15,776		1,881		353,362		227,632		125,730
Other Commercial		238,391		28,340		82,131		6,039		76,092		127,920		62,874		65,046
Total loans held for investment	$	12,220,514	$	2,102,021	$	4,287,355	$	1,702,598	$	2,584,757	$	5,831,138	$	3,627,941	$	2,203,197

The Company remains committed to originating soundly underwritten loans to qualifying borrowers within its markets. The Company is focused on providing community-based financial services and discourages the origination of portfolio

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loans outside of its principal trade areas. As reflected in the loan table, at June 30, 2019, the largest components of the Company’s loan portfolio consisted of commercial real estate, commercial & industrial, and construction and land development loans. The risks attributable to these concentrations are mitigated by the Company’s credit underwriting and monitoring processes, including oversight by a centralized credit administration function and credit policy and risk management committee, as well as seasoned bankers focusing their lending to borrowers with proven track records in markets with which the Company is familiar.

Asset Quality

Overview

At June 30, 2019, the Company had slightly higher levels of NPAs compared to December 31, 2018, primarily due to nonaccrual additions of commercial real estate – owner occupied, mortgage, and residential 1-4 family which were attributable to several smaller credit relationships. NPAs as a percentage of total outstanding loans held for investment decreased from December 31, 2018. Past due loan levels as a percentage of total loans held for investment at June 30, 2019 were lower than past due loan levels at December 31, 2018. As the Company’s NPAs and past due loan levels have been at or near historic lows over the last several quarters, certain changes from quarter to quarter might stand out in comparison to one another but have an insignificant impact on the Company’s overall asset quality position.

Net charge-offs increased for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Total net charge-offs as a percentage of total average loans on an annualized basis also increased for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The increase in net charge-offs is primarily from the Company’s consumer lending portfolio. Both the provision for loan losses increased for the six months ended June 30, 2019 compared to the six months ended June 30, 2018 and the ALL at June 30, 2019 increased from December 31, 2018 primarily due to loan growth during 2019.

All nonaccrual and past due loan metrics discussed below exclude PCI loans totaling $101.3 million (net of fair value mark of $24.3 million) at June 30, 2019.

Troubled Debt Restructurings

The total recorded investment in TDRs as of June 30, 2019 was $23.7 million, a decrease of $2.9 million, or 11.0% from $26.6 million at December 31, 2018 and an increase of $4.0 million, or 20.2% from $19.7 million at June 30, 2018. Of the $23.7 million of TDRs at June 30, 2019, $19.1 million, or 80.8%, were considered performing while the remaining $4.6 million were considered nonperforming.

Nonperforming Assets

At June 30, 2019, NPAs totaled $34.0 million, an increase of $293,000, or 0.9% from December 31, 2018 and an increase of $1.1 million, or 3.2% from June 30, 2018. NPAs as a percentage of total outstanding loans at June 30, 2019 were 0.28%, a decline of 7 basis points from 0.35% at both December 31, 2018 and June 30, 2018.

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The following table shows a summary of asset quality balances and related ratios as of and for the quarters ended (dollars in thousands):

	June 30,			March 31,			December 31,			September 30,			June 30,
	2019			2019			2018			2018			2018
Nonaccrual loans, excluding PCI loans	$	27,462		$	24,841		$	26,953		$	28,110		$	25,662
Foreclosed properties		6,506			7,353			6,722			6,800			7,241
Total NPAs		33,968			32,194			33,675			34,910			32,903
Loans past due 90 days and accruing interest		8,828			10,953			8,856			9,532			6,921
Total NPAs and loans past due 90 days and accruing interest	$	42,796		$	43,147		$	42,531		$	44,442		$	39,824
Performing TDRs	$	19,144		$	20,808		$	19,201		$	19,854		$	15,696
PCI loans		101,301			99,932			90,221			94,746			101,524
Balances
Allowance for loan losses	$	42,463		$	40,827		$	41,045		$	41,294		$	41,270
Average loans, net of deferred fees and costs		12,084,961			11,127,390			9,584,785			9,297,213			9,809,083
Loans, net of deferred fees and costs		12,220,514			11,952,310			9,716,207			9,411,598			9,290,259
Ratios
NPAs to total loans		0.28	%		0.27	%		0.35	%		0.37	%		0.35	%
NPAs & loans 90 days past due to total loans		0.35	%		0.36	%		0.44	%		0.47	%		0.43	%
NPAs to total loans & foreclosed property		0.28	%		0.27	%		0.35	%		0.37	%		0.35	%
NPAs & loans 90 days past due to total loans & foreclosed property		0.35	%		0.36	%		0.44	%		0.47	%		0.43	%
ALL to nonaccrual loans		154.62	%		164.35	%		152.28	%		146.90	%		160.82	%
ALL to nonaccrual loans & loans 90 days past due		117.01	%		114.06	%		114.62	%		109.70	%		126.66	%

NPAs at June 30, 2019 included $27.5 million in nonaccrual loans, a net increase of $509,000, or 1.9%, from December 31, 2018 and a net increase of $1.8 million, or 7.0%, from June 30, 2018. The following table shows the activity in nonaccrual loans for the quarters ended (dollars in thousands):

	June 30,		March 31,		December 31,		September 30,		June 30,
	2019		2019		2018		2018		2018
Beginning Balance	$	24,841	$	26,953	$	28,110	$	25,662	$	25,138
Net customer payments		(3,108)		(2,314)		(3,077)		(2,459)		(2,651)
Additions		6,321		3,297		4,659		6,268		5,063
Charge-offs		(592)		(1,626)		(2,069)		(1,137)		(539)
Loans returning to accruing status		—		(952)		(420)		(70)		(1,349)
Transfers to foreclosed property		—		(517)		(250)		(154)		—
Ending Balance	$	27,462	$	24,841	$	26,953	$	28,110	$	25,662

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The following table presents the composition of nonaccrual loans at the quarters ended (dollars in thousands):

	June 30,		March 31,		December 31,		September 30,		June 30,
	2019		2019		2018		2018		2018
Construction and Land Development	$	5,619	$	5,513	$	8,018	$	9,221	$	6,485
Commercial Real Estate - Owner Occupied		4,062		3,307		3,636		3,202		2,845
Commercial Real Estate - Non-owner Occupied		1,685		1,787		1,789		1,812		3,068
Commercial & Industrial		1,183		721		1,524		1,404		1,387
Residential 1-4 Family - Commercial		4,135		4,244		2,481		1,956		1,998
Residential 1-4 Family - Mortgage		8,677		7,119		7,276		8,535		7,552
Auto		449		523		576		525		463
HELOC		1,432		1,395		1,518		1,273		1,669
Consumer and all other		220		232		135		182		195
Total	$	27,462	$	24,841	$	26,953	$	28,110	$	25,662

NPAs at June 30, 2019 also included $6.5 million in foreclosed property, a decrease of $216,000, or 3.2%, from December 31, 2018 and a decrease of $735,000 or 10.2%, from June 30, 2018. The following table shows the activity in foreclosed property for the quarters ended (dollars in thousands):

	June 30,		March 31,		December 31,		September 30,		June 30,
	2019		2019		2018		2018		2018
Beginning Balance	$	7,353	$	6,722	$	6,800	$	7,241	$	8,079
Additions of foreclosed property		271		900		432		165		283
Acquisitions of foreclosed property(1)		—		—		—		—		(162)
Valuation adjustments		(433)		(51)		(140)		(42)		(383)
Proceeds from sales		(638)		(171)		(286)		(889)		(580)
Gains (losses) from sales		(47)		(47)		(84)		325		4
Ending Balance	$	6,506	$	7,353	$	6,722	$	6,800	$	7,241

(1) Includes subsequent measurement period adjustments.

The following table presents the composition of the foreclosed property portfolio at the quarter ended (dollars in thousands):

	June 30,		March 31,		December 31,		September 30,		June 30,
	2019		2019		2018		2018		2018
Land	$	1,842	$	2,216	$	2,306	$	2,377	$	2,377
Land Development		2,809		2,809		2,809		2,904		3,464
Residential Real Estate		1,304		1,925		1,204		1,116		984
Commercial Real Estate		551		403		403		403		416
Total	$	6,506	$	7,353	$	6,722	$	6,800	$	7,241

Past Due Loans

At June 30, 2019, total accruing past due loans were $43.1 million, or 0.35% of total loans held for investment, compared to $61.9 million, or 0.64% of total loans held for investment, at December 31, 2018 and $38.2 million, or 0.41% of total loans held for investment, at June 30, 2018. Of the total past due loans still accruing interest at June 30, 2019, $8.8 million, or 0.07% of total loans held for investment, were past due 90 days or more, compared to $8.9 million, or 0.09% of total loans held for investment, at December 31, 2018 and $6.9 million, or 0.07% of total loans held for investment, at June 30, 2018.

Net Charge-offs

For the quarter ended June 30, 2019, net charge-offs were $4.3 million, or 0.14% of average loans on an annualized basis, compared to $1.8 million, or 0.07%, for the same quarter last year. For the six months ended June 30, 2019, net

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charge-offs were $8.5 million, or 0.15% of total average loans on annualized basis, compared to $2.9 million, or 0.06%, for the same period in 2018. The majority of net charge-offs in 2019 have been related to consumer loans.

Provision for Loan Losses

The provision for loan losses for the quarter ended June 30, 2019 was $5.9 million, an increase of $3.2 million compared with the same quarter last year. The provision for loan losses for the six months ended June 30, 2019 was $9.9 million compared to $6.2 million for the six months ended June 30, 2018. The increase in the provision for loan losses compared to the second quarter of 2018 was primarily due to loan growth. The increase in the provision for loan losses compared to the first six months of 2018 was primarily driven by higher levels of net charge-offs during the first six months of 2019.

Allowance for Loan Losses

The ALL of $42.5 million at June 30, 2019, is an increase of $1.4 million compared to the ALL at December 31, 2018 primarily due to loan growth. The current level of the ALL reflects specific reserves related to nonperforming loans, current risk ratings on loans, net charge-off activity, loan growth, delinquency trends, and other credit risk factors that the Company considers important in assessing the adequacy of the ALL. The ALL as a percentage of the total loans held for investment was 0.35% at June 30, 2019, 0.42% at December 31, 2018, and 0.44% at June 30, 2018. The decline in the allowance ratio was primarily attributable to the acquisition of Access in the first quarter of 2019. In acquisition accounting, there is no carryover of previously established ALL.

The following table summarizes activity in the ALL during the quarters ended (dollars in thousands):

	June 30,			March 31,			December 31,			September 30,			June 30,
	2019			2019			2018			2018			2018
Balance, beginning of period	$	40,827		$	41,045		$	41,294		$	41,270		$	40,629
Loans charged-off:
Commercial		878			980			141			233			253
Real estate		765			1,093			2,806			1,435			382
Consumer		4,291			3,866			3,184			2,892			2,345
Total loans charged-off		5,934			5,939			6,131			4,560			2,980
Recoveries:
Commercial		321			360			121			153			74
Real estate		553			555			391			622			623
Consumer		796			781			574			626			504
Total recoveries		1,670			1,696			1,086			1,401			1,201
Net charge-offs		4,264			4,243			5,045			3,159			1,779
Provision for loan losses - continuing operations		5,900			4,025			4,800			3,100			2,660
Provision for loan losses - discontinued operations		—			—			(4)			83			(240)
Balance, end of period	$	42,463		$	40,827		$	41,045		$	41,294		$	41,270
ALL to loans		0.35	%		0.34	%		0.42	%		0.44	%		0.44	%
Net charge-offs to average loans		0.14	%		0.15	%		0.21	%		0.13	%		0.07	%
Provision to average loans		0.20	%		0.15	%		0.20	%		0.13	%		0.11	%

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The following table shows both an allocation of the ALL among loan categories based upon the loan portfolio’s composition and the ratio of the related outstanding loan balances to total loans held for investment as of the quarters ended (dollars in thousands):

	June 30,				March 31,				December 31,				September 30,				June 30,
	2019				2019				2018				2018				2018
	$		% (1)		$		% (1)		$		% (1)		$		% (1)		$		% (1)
Commercial	$	7,696	16.6	%	$	7,411	15.6	%	$	7,636	13.6	%	$	6,702	12.3	%	$	6,382	11.8	%
Real estate		25,120	75.8	%		24,848	76.7	%		24,821	76.9	%		26,432	78.3	%		28,474	79.2	%
Consumer		9,647	7.6	%		8,568	7.7	%		8,588	9.5	%		8,160	9.4	%		6,414	9.0	%
Total	$	42,463	100.0	%	$	40,827	100.0	%	$	41,045	100.0	%	$	41,294	100.0	%	$	41,270	100.0	%

(1) Represents the loan balance divided by total loans held for investment.

Deposits

As of June 30, 2019, total deposits were $12.5 billion, an increase of $2.5 billion, or 25.5%, from December 31, 2018. Total interest-bearing deposits consist of NOW, money market, savings, and time deposit account balances. Total time deposit balances of $2.6 billion accounted for 27.4% of total interest-bearing deposits at June 30, 2019.

The following table presents the deposit balances by major category as of the quarters ended (dollars in thousands):

	June 30, 2019				December 31, 2018
			% of total				% of total
Deposits:	Amount		deposits		Amount		deposits
Non-interest bearing	$	3,014,896	24.1	%	$	2,094,607	21.0	%
NOW accounts		2,552,159	20.4	%		2,288,523	23.0	%
Money market accounts		3,592,523	28.7	%		2,875,301	28.8	%
Savings accounts		749,472	6.0	%		622,823	6.2	%
Time deposits of $100,000 and over(1)		1,518,139	12.1	%		1,067,181	10.7	%
Other time deposits		1,088,355	8.7	%		1,022,525	10.3	%
Total Deposits	$	12,515,544	100.0	%	$	9,970,960	100.0	%

(1) Includes time deposits of $250,000 and over of $579,786 and $292,224 as of June 30, 2019 and December 31, 2018, respectively.

The Company may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions. The Company utilizes this funding source when rates are more favorable than other funding sources. As of June 30, 2019 and December 31, 2018, there were $223.4 million and $188.5 million, respectively, purchased certificates of deposit included in certificates of deposit on the Company’s Consolidated Balance Sheet.

Maturities of time deposits as of June 30, 2019 were as follows (dollars in thousands):

	Amount
Within 3 Months	$	409,196
3 - 12 Months		1,001,830
Over 12 Months		1,195,468
Total	$	2,606,494

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Capital Resources

Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds. The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to size, composition, and quality of the Company’s resources and consistency with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses, yet allow management to effectively leverage its capital to maximize return to shareholders.

In July 2013, the Federal Reserve issued final rules to include technical changes to its market risk capital rules to align them with the Basel III regulatory capital framework and meet certain requirements of the Dodd-Frank Act. Effective January 1, 2015, the final rules require the Company and the Bank to comply with the following minimum capital ratios: (i) a new common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6.0% of risk-weighted assets (increased from the prior requirement of 4.0%); (iii) a total capital ratio of 8.0% of risk-weighted assets (unchanged from the prior requirement); and (iv) a leverage ratio of 4.0% of total assets (unchanged from the prior requirement). These capital requirements will be phased in over a four-year period. The rules were fully phased in on January 1, 2019, and now require the Company and the Bank to maintain (i) a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% common equity Tier 1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7.0% upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the 2.5% capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0%, plus the 2.5% capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation), and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to average assets.

Beginning January 1, 2016, the capital conservation buffer requirement began to be phased in at 0.625% of risk-weighted assets, and increased by the same amount each year and was fully implemented at 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

On February 1, 2019, the Company completed its acquisition of Access. As a result, as of June 30, 2019, the Company’s assets exceeded $15.0 billion and the trust preferred capital notes now qualify for Tier 2 capital for regulatory purposes.

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The table summarizes the Company’s capital and related ratios for the periods presented ⁽³⁾ (dollars in thousands):

	June 30, 2019	December 31, 2018	June 30, 2018
Common equity Tier 1 capital	$ 1,433,870	$ 1,106,871	$ 1,043,729
Tier 1 capital	1,433,870	1,236,709	1,173,192
Tier 2 capital	335,861	199,002	199,013
Total risk-based capital	1,769,732	1,435,711	1,372,205
Risk-weighted assets	13,607,484	11,146,898	10,645,676
Capital ratios:
Common equity Tier 1 capital ratio	10.54%	9.93%	9.80%
Tier 1 capital ratio	10.54%	11.09%	11.02%
Total capital ratio	13.01%	12.88%	12.89%
Leverage ratio (Tier 1 capital to average assets)	9.00%	9.71%	9.46%
Capital conservation buffer ratio (1)	4.54%	4.88%	4.89%
Common equity to total assets	14.64%	13.98%	14.27%
Tangible common equity to tangible assets (2)	9.28%	8.84%	8.86%

(1) Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio results for Common equity, Tier 1, and Total risk based capital. The lowest of the three measures represents the Company’s capital conservation buffer ratio.

(2) Refer to “Non-GAAP Financial Measures” section within this Item 2 for more information about this non-GAAP financial measure, including a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with GAAP

(3) All ratios and amounts at June 30, 2019 are estimates and subject to change pending the Company’s filing of its FR Y9-C. All other periods are presented as filed.

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NON-GAAP FINANCIAL MEASURES

In reporting the results of the three and six months ended June 30, 2019, the Company has provided supplemental performance measures on a tax-equivalent, tangible, and/or operating basis. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare the Company’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, the Company’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. The Company uses the non-GAAP financial measures discussed herein in its analysis of the Company’s performance.

Net interest income (FTE), which is used in computing net interest margin (FTE) and efficiency ratio (FTE), provides valuable additional insight into the net interest margin and the efficiency ratio by adjusting for differences in tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.

The Company believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. The Company believes tangible common equity and related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which the Company believes will assist investors in assessing the capital of the Company and its ability to absorb potential losses.

Operating measures exclude merger and rebranding-related costs unrelated to the Company’s normal operations. The Company believes these measures are useful to investors as they exclude certain costs resulting from acquisition activity and allow investors to more clearly see the combined economic results of the organization’s operations.

The operating efficiency ratio (FTE) excludes the amortization of intangible assets and merger-related costs. This measure is similar to the measure utilized by the Company when analyzing corporate performance and is also similar to the measure utilized for incentive compensation. The Company believes this measure is useful to investors as it excludes certain costs resulting from acquisition activity allowing for greater comparability with others in the industry and allowing investors to more clearly see the combined economic results of the organization’s operations. In prior periods, the Company has not excluded the amortization of intangibles from noninterest expense when calculating the operating efficiency ratio (FTE). The Company has adjusted its presentation for all periods in this release to exclude the amortization of intangibles from noninterest expense.

The Company believes that operating ROTCE is a meaningful supplement to GAAP financial measures and useful to investors because it measures the performance of a business consistently across time without regard to whether components of the business were acquired or developed internally.

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The following table reconciles these non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands, except per share amounts):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Interest Income (FTE)
Interest and dividend income (GAAP)	$	181,125		$	132,409		$	346,777		$	256,789
FTE adjustment		2,920			2,008			5,668			3,845
Interest and dividend income FTE (non-GAAP)	$	184,045		$	134,417		$	352,445		$	260,634
Average earning assets	$	15,002,726		$	11,661,189		$	14,450,057		$	11,568,658
Yield on interest-earning assets (GAAP)		4.84	%		4.55	%		4.84	%		4.48	%
Yield on interest-earning assets (FTE) (non-GAAP)		4.92	%		4.62	%		4.92	%		4.54	%
Net Interest Income (FTE)
Net Interest Income (GAAP)	$	138,594		$	108,168		$	266,141		$	211,640
FTE adjustment		2,920			2,008			5,668			3,845
Net Interest Income FTE (non-GAAP)		141,514			110,176			271,809			215,485
Average earning assets	$	15,002,726		$	11,661,189		$	14,450,057		$	11,568,658
Net interest margin (GAAP)		3.71	%		3.72	%		3.71	%		3.69	%
Net interest margin (FTE) (non-GAAP)		3.78	%		3.79	%		3.79	%		3.76	%
Tangible Assets
Ending Assets (GAAP)	$	17,159,384		$	13,066,106		$	17,159,384		$	13,066,106
Less: Ending goodwill		930,449			725,195			930,449			725,195
Less: Ending amortizable intangibles		82,976			51,211			82,976			51,211
Ending tangible assets (non-GAAP)	$	16,145,959		$	12,289,700		$	16,145,959		$	12,289,700
Tangible Common Equity
Ending Equity (GAAP)	$	2,512,295		$	1,864,870		$	2,512,295		$	1,864,870
Less: Ending goodwill		930,449			725,195			930,449			725,195
Less: Ending amortizable intangibles		82,976			51,211			82,976			51,211
Ending tangible common equity (non-GAAP)	$	1,498,870		$	1,088,464		$	1,498,870		$	1,088,464
Average equity (GAAP)	$	2,490,049		$	1,847,366		$	2,379,834		$	1,836,072
Less: Average goodwill		929,455			726,934			894,252			725,527
Less: Average amortizable intangibles		85,566			50,546			80,653			51,099
Average tangible common equity (non-GAAP)	$	1,475,028		$	1,069,886		$	1,404,929		$	1,059,446
ROE (GAAP)		7.86	%		10.28	%		7.16	%		7.03	%
Common equity to assets (GAAP)		14.64	%		14.27	%		14.64	%		14.27	%
Tangible common equity to tangible assets (non-GAAP)		9.28	%		8.86	%		9.28	%		8.86	%
Book value per share (GAAP)	$	30.78		$	28.47		$	30.78		$	28.47
Tangible book value per share (non-GAAP)	$	18.36		$	16.62		$	18.36		$	16.62
Operating Measures
Net income (GAAP)	$	48,823		$	47,327		$	84,453		$	63,966
Merger-related costs, net of tax		8,266			6,537			23,154			28,773
Net operating earnings (non-GAAP)	$	57,089		$	53,864		$	107,607		$	92,739
Weighted average common shares outstanding, diluted		82,125,194			65,965,577			79,344,573			65,801,926
Earnings per common share, diluted (GAAP)	$	0.59		$	0.72		$	1.06		$	0.97
Operating earnings per share, diluted (non-GAAP)	$	0.70		$	0.82		$	1.36		$	1.41
Average assets (GAAP)	$	16,997,531		$	13,218,227		$	16,352,222		$	13,119,448
ROA (GAAP)		1.15	%		1.44	%		1.04	%		0.98	%
Operating ROA (non-GAAP)		1.35	%		1.63	%		1.33	%		1.43	%
Average common equity (GAAP)	$	2,490,049		$	1,847,366		$	2,379,834		$	1,836,072
ROE (GAAP)		7.86	%		10.28	%		7.16	%		7.03	%
Operating ROE (non-GAAP)		9.20	%		11.69	%		9.12	%		10.19	%
Noninterest expense (GAAP)	$	105,608		$	85,140		$	212,335		$	186,885
Less: Merger-related costs		6,371			8,273			24,493			35,985
Less: Rebranding Costs		4,012			—			4,420			—
Less: Amortization of intangible assets		4,937			3,215			9,154			6,396
Operating noninterest expense (non-GAAP)	$	90,288		$	73,652		$	174,268		$	144,504
Net interest income (GAAP)	$	138,594		$	108,168		$	266,141		$	211,640
Net interest income (FTE) (non-GAAP)	$	141,514		$	110,176		$	271,809		$	215,485
Noninterest income (GAAP)	$	30,578		$	40,597		$	55,515		$	60,865
Efficiency ratio (GAAP)		62.43	%		57.23	%		66.01	%		68.58	%
Operating efficiency ratio (FTE) (non-GAAP)		52.46	%		48.85	%		53.24	%		52.29	%
Operating ROTCE
Operating Net Income (non-GAAP)	$	57,089		$	53,864		$	107,607		$	92,739
Plus: Amortization of intangibles, tax effected		3,900			2,540			7,232			5,053
Net Income before amortization of intangibles (non-GAAP)	$	60,989		$	56,404		$	114,839		$	97,792
Average tangible common equity (non-GAAP)	$	1,475,028		$	1,069,886		$	1,404,929		$	1,059,446
Operating return on average tangible common equity (non-GAAP)		16.58	%		21.15	%		16.48	%		18.61	%

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ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. The Company’s market risk is composed primarily of interest rate risk. The ALCO of the Company is responsible for reviewing the interest rate sensitivity position of the Company and establishing policies to monitor and limit exposure to this risk. The Company’s Board of Directors reviews and approves the guidelines established by ALCO.

Interest rate risk is monitored through the use of three complementary modeling tools: static gap analysis, earnings simulation modeling, and economic value simulation (net present value estimation). Each of these models measures changes in a variety of interest rate scenarios. While each of the interest rate risk models has limitations, taken together they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company, the distribution of risk along the yield curve, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships. Static gap, which measures aggregate re-pricing values, is less utilized because it does not effectively measure the options risk impact on the Company and is not addressed here. Earnings simulation and economic value models, which more effectively measure the cash flow and optionality impacts, are utilized by management on a regular basis and are explained below.

The Company determines the overall magnitude of interest sensitivity risk and then formulates policies and practices governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments. These decisions are based on management’s expectations regarding future interest rate movements, the states of the national, regional and local economies, and other financial and business risk factors. The Company uses simulation modeling to measure and monitor the effect of various interest rate scenarios and business strategies on net interest income. This modeling reflects interest rate changes and the related impact on net interest income and net income over specified time horizons.

Earnings Simulation Analysis

Management uses simulation analysis to measure the sensitivity of net interest income to changes in interest rates. The model calculates an earnings estimate based on current and projected balances and rates. This method is subject to the accuracy of the assumptions that underlie the process, but it provides a better analysis of the sensitivity of earnings to changes in interest rates than other analyses, such as the static gap analysis discussed above.

Assumptions used in the model are derived from historical trends and management’s outlook and include loan and deposit growth rates and projected yields and rates. These assumptions may not materialize and unanticipated events and circumstances may occur. The model also does not take into account any future actions of management to mitigate the impact of interest rate changes. Such assumptions are monitored by management and periodically adjusted as appropriate. All maturities, calls, and prepayments in the securities portfolio are assumed to be reinvested in like instruments. Mortgage loans and mortgage-backed securities prepayment assumptions are based on industry estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning. Different interest rate scenarios and yield curves are used to measure the sensitivity of earnings to changing interest rates. Interest rates on different asset and liability accounts move differently when the prime rate changes and are reflected in the different rate scenarios.

The Company uses its simulation model to estimate earnings in rate environments where rates are instantaneously shocked up or down around a “most likely” rate scenario, based on implied forward rates and futures curves. The analysis assesses the impact on net interest income over a 12-month time horizon after an immediate increase or “shock” in rates, of 100 basis points up to 300 basis points. The model, under all scenarios, does not drop the index below zero.

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The following table represents the interest rate sensitivity on net interest income for the Company across the rate paths modeled for balances as of June 30, 2019 and 2018 (dollars in thousands):

	Change In Net Interest Income
	June 30,
	2019		2018
	%	$	%	$
Change in Yield Curve:
+300 basis points	9.79	55,444	11.06	49,875
+200 basis points	6.73	38,104	7.75	34,940
+100 basis points	3.45	19,534	3.97	17,881
Most likely rate scenario	—	—	—	—
-100 basis points	(4.08)	(23,119)	(4.71)	(21,227)
-200 basis points	(7.81)	(44,222)	(9.68)	(43,656)

Asset sensitivity indicates that in a rising interest rate environment the Company’s net interest income would increase and in a decreasing interest rate environment the Company’s net interest income would decrease. Liability sensitivity indicates that in a rising interest rate environment the Company’s net interest income would decrease and in a decreasing interest rate environment the Company’s net interest income would increase.

From a net interest income perspective, the Company was less asset sensitive as of June 30, 2019, compared to its position as of June 30, 2018. This shift is in part due to the changing market characteristics of certain deposit products and in part due to various other balance sheet strategies. The Company would expect net interest income to increase with an immediate increase or shock in market rates. In the decreasing interest rate environments, the Company would expect a decline in net interest income as interest-earning assets re-price at lower rates and interest-bearing deposits remain near their floors.

Economic Value Simulation

Economic value simulation is used to calculate the estimated fair value of assets and liabilities over different interest rate environments. Economic values are calculated based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. The same assumptions are used in the economic value simulation as in the earnings simulation. The economic value simulation uses instantaneous rate shocks to the balance sheet.

The following chart reflects the estimated change in net economic value over different rate environments using economic value simulation for the balances at the quarterly periods ended June 30, 2019 and 2018 (dollars in thousands):

	Change In Economic Value of Equity
	June 30,
	2019		2018
	%	$	%	$
Change in Yield Curve:
+300 basis points	(5.60)	(177,771)	(1.41)	(36,962)
+200 basis points	(3.58)	(113,504)	(0.53)	(13,983)
+100 basis points	(1.70)	(53,777)	0.04	917
Most likely rate scenario	—	—	—	—
-100 basis points	(1.51)	(47,943)	(1.83)	(47,883)
-200 basis points	(5.47)	(173,389)	(5.08)	(133,006)

As of June 30, 2019, the Company’s economic value of equity is more sensitive in a rising interest rate environment compared to June 30, 2018 primarily due to higher concentrations of longer duration assets.

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ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2019. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2019, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting

There was no change in the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business or the financial condition or results of operations of the Company.

ITEM 1A – RISK FACTORS

There have been no material changes with respect to the risk factors disclosed in the Company’s 2018 Form 10-K.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Sales of Unregistered Securities 

During the quarter ended June 30, 2019, the Company issued an aggregate of ­21,479 shares of common stock pursuant to the exercise of the Company’s warrants, for aggregate cash consideration of approximately $601,627. Such shares of common stock were issued in reliance upon Section 4(a)(2) of the Securities Act, and/or Rule 506(b) of Regulation D under the Securities Act (“Regulation D”), solely to “accredited investors,” as such term is defined in Rule 501(a) of Regulation D.

(b) Use of Proceeds – Not Applicable.

(c) Issuer Purchases of Securities - None.

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ITEM 6 – EXHIBITS

The following exhibits are filed as part of this Form 10-Q and this list includes the Exhibit Index:

Exhibit No.	Description
2.01	Agreement and Plan of Reorganization, dated as of May 19, 2017, by and between Union Bankshares Corporation and Xenith Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on May 23, 2017)
2.02	Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, by and between Union Bankshares Corporation and Access National Corporation (incorporated by reference to Annex A to Form S-4/A Registration Statement filed on December 10, 2018; SEC file no. 333-228455).
3.01	Articles of Incorporation of Atlantic Union Bankshares Corporation, as amended April 25, 2014 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8K filed on April 29, 2014).
3.02	Amendment to Articles of Incorporation of Atlantic Union Bankshares Corporation, effective May 17, 2019 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8K filed on May 3, 2019).
3.03	Amended and Restated Bylaws of Atlantic Union Bankshares Corporation, effective May 17, 2019 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8K filed on May 3, 2019).
10.01	First Amendment to the Atlantic Union Bankshares Corporation Stock and Incentive Plan (as amended and restated effective April 21, 2015).
10.02	Form of Atlantic Union Bankshares Corporation Time-Based Restricted Stock Agreement under Atlantic Union Bankshares Corporation Stock and Incentive Plan (for awards on or after May 20, 2019).
10.03	Atlantic Union Bankshares Corporation Executive Severance Plan (as amended and restated effective May 20, 2019).
15.01	Letter regarding unaudited interim financial information.
31.01	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.00	Interactive data files formatted in Inline eXtensible Business Reporting Language for the quarter ended June 30, 2019 pursuant to Rule 405 of Regulation S-T (1): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited).
104.00	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline eXtensible Business Reporting Language.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Atlantic Union Bankshares Corporation
	(Registrant)
Date: August 6, 2019	By:	/s/ John C. Asbury
		John C. Asbury,
		President and Chief Executive Officer
		(principal executive officer)
Date: August 6, 2019	By:	/s/ Robert M. Gorman
		Robert M. Gorman,
		Executive Vice President and Chief Financial Officer
		(principal financial and accounting officer)

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EX-10.01

Exhibit 10.01

FIRST AMENDMENT TO THE

UNION BANKSHARES CORPORATION

STOCK AND INCENTIVE PLAN

(as amended and restated effective April 21, 2015)

This FIRST AMENDMENT (the “Amendment”) to the Union Bankshares Corporation Stock and Incentive Plan, as amended and restated effective April 21, 2015 (the “Plan”), is effective May 20, 2019 (the “Effective Date”).

WHEREAS, effective May 17, 2019 at 7:01 p.m. Eastern Time, Union Bankshares Corporation changed its name to Atlantic Union Bankshares Corporation (the “Company”).

WHEREAS, pursuant to Section 16.1 of the Plan, the Board of Directors of the Company has the authority to amend the Plan from time to time in certain respects without shareholder approval and, through resolutions adopted May 2, 2019, authorized the undersigned officer to execute the Amendment to reflect the Company’s new name. 

NOW, THEREFORE, the Plan is amended as follows as of the Effective Date:

I.The name of the Plan is the Atlantic Union Bankshares Corporation Stock and Incentive Plan. 

II.Section 1.1 of the Plan shall be amended by deleting it in its entirety and replacing it with the following:

1.1Establishment of the Plan. 

(a)The Union Bankshares Corporation Stock and Incentive Plan, formerly known as the Union First Market Bankshares Corporation 2011 Stock Incentive Plan, is hereby amended by the Board of Atlantic Union Bankshares Corporation, a Virginia corporation (the “Company”).  The plan as so amended shall be known as the Atlantic Union Bankshares Corporation Stock and Incentive Plan (the “Plan”).  Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in Section 2.1.  The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Awards, Performance Share Units and Performance Cash Awards to Key Employees of the Company or its Subsidiaries and the grant of Nonqualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Awards, Performance Share Units and Performance Cash Awards to Non-Employee Directors of the Company or its Subsidiaries.

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(b)The Plan was originally adopted by the Board as the Union First Market Bankshares Corporation 2011 Stock Incentive Plan on November 2, 2010, and became effective on January 1, 2011, subject to the approval of the Plan by the Company’s shareholders, which was obtained on April 26, 2011.  The Plan was amended and restated as the Union Bankshares Corporation Stock and Incentive Plan by the Board on January 29, 2015, which amendment and restatement became effective (the “Effective Date”) on April 21, 2015 when approved by shareholders of the Company.  The Plan was further amended by the Board effective May 20, 2019 to reflect the new name of the Company. 

III.Section 1.3 of the Plan shall be amended by deleting it in its entirety and replacing it with the following:

1.3Duration of the Plan.  The terms of the amended and restated Plan are effective onthe Effective Date and the First Amendment of the amended and restated Plan is effective on May 20, 2019,  all as described in Section 1.1.  No Award may be granted under the Plan after April 20, 2025.  Awards outstanding on such date shall remain valid in accordance with their terms.  The Board shall have the right to terminate the Plan at any time pursuant to Article XVI.

IV.Section 2.1(k) of the Plan shall be amended by deleting it in its entirety and replacing it with the following:

(k)“Company” means Atlantic Union Bankshares Corporation or any successor thereto.

V.Section 7.5 of the Plan shall be amended by deleting it in its entirety and replacing it with the following:

7.5Certificate Legend.  In addition to any other legends placed on certificates, or to which Shares of Restricted Stock issued in book-entry or electronic form are made subject, pursuant to Section 7.4, any Award of Restricted Stock issued in book-entry or electronic form shall be subject to the following legend, and any certificates representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Atlantic Union Bankshares Corporation Stock and Incentive Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a restricted stock agreement dated <<date of grant>>.  A copy of the Plan, such rules and procedures, and such restricted stock agreement may be obtained from the Equity Plan Administrator of Atlantic Union Bankshares Corporation.

VI.In all respects not amended above, the Plan is hereby ratified and confirmed.

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To record adoption of the Amendment as set forth above, the Company has caused this document to be signed on May 20, 2019, pursuant to authorization by the Board of Directors of the Company.

	ATLANTIC UNION BANKSHARES CORPORATION
By:	/s/ Rachael R. Lape
Name:	Rachael R. Lape
Title:	Corporate Secretary

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EX-10.02

Exhibit 10.02

ATLANTIC UNION BANKSHARES CORPORATION
TIME-BASED RESTRICTED STOCK AGREEMENT

Granted <DATE>

This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into as of <DATE> pursuant to Article VII of the Atlantic Union Bankshares Corporation Stock and Incentive Plan (the “Plan”) and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock to <NAME> (the “Participant”).

WHEREAS, Atlantic Union Bankshares Corporation (the “Company”) maintains the Plan under which the Committee or the Board may, among other things, award shares of the Company’s common stock (the “Common Stock”) to such key employees of the Company and its Subsidiaries as the Committee or the Board may determine, subject to terms, conditions and restrictions as it may deem appropriate;

WHEREAS, pursuant to the Plan, the Committee or the Board has awarded to the Participant a restricted stock award conditioned upon the execution by the Company and the Participant of this Agreement setting forth all the terms and conditions applicable to such award;

NOW, THEREFORE, in consideration of the benefits which the Company expects to be derived from the services rendered to it and its subsidiaries by the Participant and of the covenants contained herein, the parties hereby agree as follows:

1. Award of Shares. Under the terms and conditions of the Plan, the Committee or the Board has awarded to the Participant a restricted stock award as of <DATE> (“Award Date”), covering <NUMBER> shares of Common Stock (the “Award Shares”), subject to the terms, conditions and restrictions set forth in this Agreement.

2. Period of Restriction.

(a)Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date:

Vesting Date	Percent of Award Shares Vesting (in each case, rounded true to a whole share, with the balance on the final installment)
<VESTING SCHEDULE>	<PERCENTAGES>

(each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares).

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(b)Notwithstanding any other provision of this Agreement to the contrary:

(i) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.

(ii) If the Participant’s employment with the Company and its subsidiaries is involuntarily terminated during the Period of Restriction and the Participant is eligible to receive severance pay under the Atlantic Union Bankshares Corporation Executive Severance Plan and the Participant has signed, submitted and not revoked any release agreement required thereunder, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested on the date any such release agreement becomes irrevocable.

(iii) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement at or after age 65 with the consent of the Committee or its delegate and provided no Cause (as defined below) exists to terminate his employment (“Normal Retirement”), then, provided either (i) upon such Normal Retirement the Participant will be subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary or (ii) the Participant executes and delivers to the Company, no later than the date of such Normal Retirement, a non-competition agreement in a form acceptable to the Company, any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested.

For purposes of this Section 2(b), “Cause” has the meaning set forth in any employment agreement, or, if none, in any change in control agreement, then in effect between the Participant and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define the term, “Cause” means (i) the willful and continued failure of the Participant to substantially perform the Participant’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Company, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or one of its subsidiaries.

(iv) If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to retirement that does not meet the standard for Normal Retirement, then, provided no Cause exists to terminate his employment, the Committee may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate.

(v) If a “Change in Control” of the Company occurs during the Period of Restriction and the Participant has remained in employment with the Company or any of its subsidiaries through the date such “Change in Control” occurs:

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(A) if the surviving corporation assumes or otherwise equitably converts or substitutes this Agreement and within two (2) years after the date the Change in Control occurs the Participant’s employment with the Company and its subsidiaries is involuntarily terminated by the Company without Cause or the Participant resigns for good reason under an applicable employment or change in control agreement, then any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested; or

(B) if the surviving corporation does not assume or otherwise equitably convert or substitute this Agreement, then any remaining unvested Award Shares at the date such Change in Control occurs shall automatically be Vested.

(c)Except as contemplated in Section 2(a) or 2(b), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Period of Restriction; provided, however, that this Section 2(c) shall not prevent transfers by will or by the applicable laws of descent and distribution.

3. Stock Certificates. The stock certificate(s) for the Award Shares shall be registered on the Company’s stock transfer books in the name of the Participant in book-entry or electronic form or in certificated form as determined by the Committee. If issued in certificated form, physical possession of the stock certificate(s) shall be retained by the Company until such time as the Period of Restriction lapses.

Any Award Shares issued in book-entry or electronic form shall be subject to the following legend, and any certificate(s) evidencing the Award Shares shall bear the following legend, during the Period of Restriction:

The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Atlantic Union Bankshares Corporation Stock and Incentive Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a Restricted Stock Agreement dated <DATE>. A copy of the Plan, such rules and procedures, and such restricted stock agreement may be obtained from the Equity Plan Administrator of Atlantic Union Bankshares Corporation.

4. Voting Rights.  During the Period of Restriction, the Participant may exercise full voting rights with respect to the Award Shares.

5. Dividends and Other Distributions. During the Period of Restriction, the Participant shall be entitled to receive all dividends and other distributions paid with respect to the Award Shares (other than dividends or distributions that are paid in shares of Common Stock). If, during the Period of Restriction, any such dividends or distributions are paid in shares of Common Stock with respect to the Award Shares, such shares shall be registered in the name of the Participant and, if issued in certificated form, deposited with the Company as provided in Section 3, and such shares shall be subject to the same restrictions on Vesting and transferability as the Award Shares with respect to which they were paid.

6. Forfeiture on Termination of Employment.  Except as provided in Section 2(b) or in Section 12.4 of the Plan, the balance of any Award Shares which are not considered Vested by or at the Participant’s termination of employment with the Company and its subsidiaries shall be automatically forfeited to the Company.

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7. Employment.  Nothing under the Plan or in this Agreement shall confer upon the Participant any right to continue in the employ of the Company or its subsidiaries or in any way affect the Company’s right to terminate Participant’s employment without prior notice at any time for any or no reason (subject to the terms of any employment agreement between the Participant and the Company or a subsidiary).

8. Withholding Taxes. The Company shall have the right to retain and withhold the amount of taxes (at the statutorily required rates) required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares. At its discretion, the Committee may require the Participant to reimburse the Company for any such taxes required to be withheld by the Company and to withhold any distribution in whole or in part until the Company is so reimbursed. In accordance with procedures established by the Committee, the Participant or any successor in interest is authorized to deliver shares of Common Stock having a Fair Market Value on the date that the amount of tax to be withheld is to be determined and cancel any such shares so delivered in order to satisfy the Company’s withholding obligations. In accordance with procedures established by the Committee, the Participant or any successor in interest is also authorized to elect to have the Company retain and withhold shares of Vesting Common Stock having a Fair Market Value on the date that the amount of tax to be withheld is to be determined and cancel any such shares so withheld in order to satisfy the Company’s withholding obligations. In the event the Participant does not deliver or elect to have the Company retain and withhold shares of Common Stock as described in this Section 8, the Company shall have the right to withhold from any other cash amounts due to or to become due from the Company or a subsidiary to the Participant an amount equal to such taxes required to be withheld by the Company to reimburse the Company for any such taxes.

9. Administration. The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of the Plan and this Agreement. All such Committee determinations shall be final, conclusive and binding upon the Company and the Participant.

10. Notices. Any notice to the Company required under or relating to this Agreement shall be in writing and addressed to:

Atlantic Union Bankshares Corporation

Attention: Equity Plan Administrator

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

Any notice to the Participant required under or relating to this Agreement shall be in writing and addressed to the Participant at his address as it appears on the records of the Company.

11. Governing Law. This Agreement shall be construed and administered in accordance with and governed by the laws of the Commonwealth of Virginia.

12. Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties.

13. Entire Agreement. This Agreement contains the entire understanding of the parties and shall not be modified or amended except in writing signed by the parties or as otherwise provided in the Plan.

14. Severability. The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

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15.Capitalized Terms. Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.

To evidence their agreement to the terms, conditions and restrictions hereof, the Company and the Participant have signed this Agreement, either manually or by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. Participant acknowledges and agrees that accepting this Agreement through the online grant acceptance screen designated by the Company for the Plan has the effect of affixing Participant’s electronic signature to this Agreement as of the Award Date.

ATLANTIC UNION BANKSHARES CORPORATION

By:  _________________________Date:  <DATE>

       <OFFICER NAME>

       <OFFICER TITLE>

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EX-10.03

Exhibit 10.03

ATLANTIC UNION BANKSHARES CORPORATION

EXECUTIVE SEVERANCE PLAN

SUMMARY PLAN DESCRIPTION

AND PLAN DOCUMENT

This Summary Plan Description sets forth and describes the benefits under the Atlantic Union Bankshares Corporation Executive Severance Plan (the “Plan”). The terms of the Plan and the Summary Plan Description of the Plan are combined in this single document. Atlantic Union Bankshares Corporation has established the Plan to provide benefits to certain executives in the event of their termination of employment under certain circumstances as described in the Plan. The Plan was originally adopted by the Board of Directors of Atlantic Union Bankshares Corporation (the “Board”) on December 10, 2015 and became effective on January 1, 2016.  The Plan was previously amended and restated effective on January 1, 2018. This amendment and restatement of the Plan is effective May 20, 2019. 

1.Purpose.  

The purpose of the Plan is to assist the Company (as defined below) in recruiting and retaining executives and to provide financial assistance and additional protection to eligible executives of the Company whose employment is terminated under certain circumstances. The Plan is not intended to provide benefits for executives who voluntarily terminate employment (except in limited circumstances when the termination is for Good Reason in connection with a Change in Control, as described below) or for executives whose employment is terminated because of reasons of retirement, death or disability.

2.Plan Administrator.

(a) The Company is the Plan Administrator.  The Company also has been designated as the Plan’s agent for service of legal process. The Company EIN No. is 54-1598552. The Plan number is 511. The Plan Year is the calendar year.

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(b) The Company may adopt such rules, regulations, and bylaws and make such decisions as it deems necessary or desirable for the proper administration of the Plan.  The Company has sole discretionary authority to resolve disputed questions of fact, to determine eligibility for benefits, to interpret and apply the provisions of the Plan, to resolve any inconsistencies and ambiguities, and to make the final decisions about payment of Plan benefits. The determinations and interpretations of the Company shall be conclusive and binding upon all persons affected, and there shall be no appeal from any ruling by the Company that is within its authority, except as provided pursuant to Section 7 of the Plan. When making a determination or calculation, the Company shall be entitled to rely upon information furnished by its employees and agents.  The Company may delegate any of its duties, rights or responsibilities as Plan Administrator under the Plan to an individual or a committee of its choosing and at its discretion.   

3.Definitions.

In addition to the words and phrases defined in other sections of the Plan, the following words and phrases shall be defined as follows for purposes of the Plan:

(a) Cause.   Only the following shall constitute Cause as it relates to a termination of employment covered under the Plan and as determined by the Company in its discretion:

(i) willful failure to perform any of the duties and responsibilities required of a position (other than by reason of disability) or willful failure to follow reasonable instructions or policies of the Company, after being advised in writing of such failure and being given a reasonable opportunity and period (as determined by the Company in its discretion) to remedy such failure;

(ii) breach of fiduciary duties owed to the Company;

(iii) conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or a crime of moral turpitude or commission of an act of misappropriation or embezzlement of funds or property of the Company;

(iv) the breach of a material term of the Plan or violation in any material respect of any code or standard of conduct generally applicable to employees of the Company, after being advised in writing of such breach or violation and being given a reasonable opportunity and period (as determined by the Company in its discretion) to remedy such breach or violation;

(v) fraud or dishonesty with respect to Company; or

(vi) the willful engaging in conduct that, if it became known by any regulatory or governmental agency or the public, is reasonably likely to result in material injury to the Company, monetarily or otherwise.

(b) Change in Control.  For purposes of the Plan, a “Change in Control” means:

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(i) The acquisition by any Person of beneficial ownership of twenty percent (20%) or more of the then outstanding shares of common stock of the Company, provided that an acquisition directly from Atlantic Union Bankshares Corporation (excluding an acquisition by virtue of the exercise of a conversion privilege) shall not constitute a Change in Control; or

(ii) Individuals who constitute the Board on January 1, 2018 (the “Incumbent Board”) cease during a twelve-month period to constitute a majority of the Board, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the members of the Board; or

(iii) Consummation by Atlantic Union Bankshares Corporation of a reorganization, merger, share exchange or consolidation (a “Reorganization”), provided that a Reorganization will not constitute a Change in Control if, upon consummation of the Reorganization, each of the following conditions is satisfied;

(A) More than fifty percent (50%) of the then outstanding shares of common stock of the corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of Atlantic Union Bankshares Corporation in substantially the same proportions as their ownership existed in Atlantic Union Bankshares Corporation immediately prior to the Reorganization; and

(B) No person beneficially owns twenty percent (20%) or more of either (1) the then outstanding shares of common stock of the corporation resulting from the Reorganization or (2) the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; and

(C) At least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization.

(iv) Approval by the shareholders of Atlantic Union Bankshares Corporation of a complete liquidation or dissolution of Atlantic Union Bankshares Corporation, or the consummation of a sale or other disposition of all or substantially all of the assets of Atlantic Union Bankshares Corporation.

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(v) For purposes of this Plan, “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than an employee benefit plan (or related trust) sponsored or maintained by Atlantic Union Bankshares Corporation or any affiliated company, and “beneficial ownership” has the meaning given the term in Rule 13d-3 under the Exchange Act.

(c) Code. The Internal Revenue Code of 1986, as amended.

(d) Company.   Atlantic Union Bankshares Corporation and any of its affiliates, unless the context clearly indicates otherwise. 

(e) Effective Date.   May 20, 2019 or, if later, the date at which an Executive is listed on Schedule A to the Plan.

(f) ERISA. The Employee Retirement Income Security Act of 1974.

(g) Executive.   A person employed by the Company in a key or critical position as recommended by the Chief Executive Officer, approved by the Compensation Committee of the Board and listed on  Schedule A to the Plan, provided that such Schedule A may be amended from time to time by the Compensation Committee of the Board to add or remove positions in accordance with Section 8(a) of the Plan.

(h) Good Reason.  For purposes of the Plan, “Good Reason” means the following conditions arising without the consent of the Executive:

(i) A material diminution in the Executive’s base compensation;

(ii) A material diminution in the Executive’s authority, duties or responsibilities;

(iii) A material diminution in the change in the geographic location at which the Executive must perform services; or

(iv) Any other action or inaction of the Company that constitutes a material breach of the terms or provisions of the Plan.

Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by the Executive where Cause for the Executive’s termination by the Company exists. The Executive must give the Company notice of any event or condition that would constitute “Good Reason” within ninety (90) days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice the Company shall have thirty (30) days to remedy such event or condition. If such event or condition is not remedied within such thirty (30)-day period, any termination of employment by the Executive for “Good Reason” must occur within thirty (30) days after the period for remedying such condition or event has expired. 

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(i) Participant.   An Executive who is eligible to receive Severance Pay under Section 4 of the Plan. 

(j) Severance Pay.   Payments made to a Participant under Section 5 of the Plan for periods beyond termination of employment.

4.Eligibility.

The Plan makes Severance Pay available only to Executives whose employment with the Company is terminated solely due to one of the below circumstances set forth in Sections 4(a) or 4(b) and subject to the exceptions set forth in Section 4(c) below and any other limitations set forth in the Plan, as determined by the Plan Administrator in its sole discretion.  For the avoidance of doubt, an Executive whose employment is terminated under Section 4(b) will not be treated as having a termination under Section 4(a).

(a) Termination Without Cause Not in Connection With a Change in Control.  If the Executive’s employment is terminated by the Company at any time without Cause, the Company will provide written notice to the Executive at least thirty (30) days prior to the termination date.  In the event of termination without Cause not in connection with a Change in Control,  the Executive shall become a Participant and shall be entitled to the Severance Pay specified in Sections  5(a)(i) and 5(b) of the Plan, subject to the satisfaction of the requirements set forth in Section 4(d) and any other Plan limitations.    

(b) Termination Without Cause or For Good Reason in Connection With a Change in Control.  Employment is terminated in connection with a Change in Control only if such termination occurs within a three (3) year period following the Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within three (3) years following a Change in Control, the Executive shall become a Participant and shall be entitled to the Severance Pay specified in Section 5(a)(ii)(A) or (B) and Section 5(b) of the Plan, subject to the satisfaction of the requirements set forth in Section 4(d) and any other Plan limitations. 

(c) No Eligibility.  Notwithstanding the above, Severance Pay will not be paid under the Plan to an Executive: (i) who is involuntarily terminated following the Executive’s  refusal of an offer of reassignment with the Company to another job or position that is reasonably comparable to the Executive’s prior position, as determined by the Company, at a location that is within thirty-five (35) miles of the Executive’s prior position; or (ii) for whom the Company has grounds to terminate for Cause or who is involuntarily terminated by the Company for Cause; or (iii) who voluntarily terminates employment for any reason (other than Good Reason in connection with a Change in Control as set forth in Section 4(b) above); or (iv) whose employment is terminated due to his retirement, death or disability; or (v) who is a party to an agreement with the Company or is eligible to participate in another plan of the Company which provides severance or severance type benefits upon a termination of employment.  In no event shall an Executive be entitled to duplicate severance benefits in connection with a termination of employment.  For example, an Executive who is eligible to receive benefits under the Plan will not be eligible to receive severance pay under the Atlantic Union Bankshares Corporation Severance Pay Plan as in effect as of May 20, 2019 

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and as amended from time to time.  The obligation of the Company to make payments under the Plan shall be expressly conditioned upon the Executive not receiving duplicate benefits. 

(d) Release of Claims and Non-Solicitation Agreement.  Notwithstanding any other provision of the Plan, Severance Pay provided under Sections 5(a)(i) or 5(a)(ii), as applicable, and 5(b) below will only be paid if the Executive signs, submits and does not revoke a Release of Claims & Non-Solicitation Agreement in the form provided by the Company (the “Agreement”).  The Agreement will be provided no later than the date of termination of employment and must be signed and returned within forty-five (45) days.  If the Agreement does not become irrevocable before the sixtieth (60th) day following termination of employment, then no Severance Pay provided under Sections 5(a) and 5(b) shall be paid and any rights thereto shall be forfeited.

5.Severance Pay.

A Participant whose employment terminates under circumstances described in Sections 4(a) or 4(b) of the Plan shall be entitled to receive the following Severance Pay, subject to the eligibility requirements in Section 4 (including the release requirement in Section 4(d)).    

(a) Lump Sum Severance Payment.  The Participant will be paid in one lump sum within sixty (60) days of the Participant’s termination of employment an amount as defined below under either Section 5(a)(i) or 5(a)(ii)(A) or (B), less applicable withholdings.   Under no circumstances will a Participant be entitled to Severance Pay under both Sections 5(a)(i) and 5(a)(ii) or under both Section 5(a)(ii)(A) and (B).  

(i) For a Participant whose employment terminates under Section 4(a), an amount equal to (A) the Participant’s annualized base salary in effect on the date of termination, plus (B) the product of the annual incentive bonus paid or payable to the Participant, including by reason of deferral, for the most recently completed year (or, if an incentive payment was not paid because an incentive plan was not yet in place, an amount approved by the Compensation Committee of the Board) and a fraction, the numerator of which is the number of days in the current year through the date of termination of employment and the denominator of which is 365, plus (C) twelve (12) times the monthly rate of the Company subsidy for health and dental plans for active employees in effect for the Participant on the date of termination.

(ii) For a Participant whose employment terminates under Section 4(b), an amount equal to:

(A) for a Participant listed as Tier 1 on Schedule A,

1. the product of two times the Participant’s (y) annualized base salary as in effect on the date of termination plus (z) highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years; plus 

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2. the product of twenty-four  (24) times the monthly rate of the Company subsidy for health and dental plans for active employees in effect for the Participant on the date of termination; and

(B) for a Participant listed as Tier 2 on Schedule A,

1. the product of one times the Participant’s (y) annualized base salary in effect on the date of termination plus (z) the highest annual incentive bonus paid or payable, including by reason of deferral, for the two most recently completed years; plus

2. the product of twelve  (12) times the monthly rate of the Company subsidy for health and dental plans for active employees in effect for the Participant on the date of termination.

(b) Outplacement Services.  The Company will provide outplacement services for the Participant for twelve (12) months following termination of employment.  Services will be provided according to Company guidelines in existence at the time of termination.

(c) Non-Cash Incentives.  Any unvested equity awards, including but not limited to restricted stock awards, performance share awards, and stock options, previously awarded to a Participant will be subject to the terms and conditions as set forth in any award agreement or to the extent no award agreement exists then the terms of the stock incentive plan under which the awards were granted.

(d) Accrued Obligations.  Any earned but unpaid obligations under any other benefit plan of the Company, to the extent payable thereunder, will be paid at the time and the form provided thereunder.  For the avoidance of any doubt, the Company will pay to the Participant any earned, but unpaid annual incentive compensation for any year ending prior to the year in which the termination of employment occurs, payable in accordance with the terms of, and at the time provided under, the applicable annual incentive compensation plan, but the Company will not pay any annual incentive compensation for the year during which the termination of employment occurs unless the applicable annual incentive compensation plan specifically provides that such a bonus will be paid.

(e) Withholding.  Normal federal and state withholding taxes will apply to all payments.

6.Section 409A.

(a) It is intended that the payments and the provision of all benefits under the Plan are to be exempt from the requirements of Section 409A of the Code and the Plan shall be interpreted in a manner as to comply with such exemption.

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(b) To the extent any payment or provision of any benefit is considered to be deferred compensation subject to Section 409A of the Code, such payment or benefit shall be provided and paid in a manner, and at such time and in such form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided for therein for non-compliance.  If any payment or provision of any benefit under the Plan to an Participant is considered to be a substitute for any payment or benefit subject to Section 409A of the Code previously provided for under another agreement or plan of the Company, then such payment or benefit shall be provided and paid in a manner, and at such time and in such form, as provided under such prior plan or agreement, to the extent required under Section 409A of the Code.

(c) If the Participant is deemed on the date of separation of service with the Company to be a “specified employee,” as defined in Section 409A(a)(2)(B) of the Code, then any payment or provision of any benefit under this Agreement that is considered deferred compensation subject to Section 409A of the Code shall not be made or provided prior to the earlier of (A) the expiration of the six-month period measured from the date of separation of service or (B) the date of the Participant’s death.

(d) To the extent any payment or provision of any benefit under this Agreement is considered deferred compensation subject to Section 409A of the Code with regard to the payment of such payment or benefit, a “termination of employment” shall have the same meaning as “separation of service,” as that phrase is defined in Section 409A of the Code (taking into account all rules and presumptions provided for in the Section 409A regulations).

(e) If under the Plan, an amount is to be paid in two or more installments, for purposes of Section 409A of the Code, each installment shall be treated as a separate payment.  When, if ever, a payment under the Plan specifies a payment period with reference to a number of days (e.g., “payment shall be made within sixty (60) days following termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(f) Neither the Company, the Company’s affiliates, nor any of the Company’s officers, directors, employees, agents or representatives shall be liable to the Participant if any amounts payable pursuant to this Plan or otherwise become subject to any additional tax, interest or penalties as a result of the application of Section 409A of the Code.

7.Claims. 

8

(a) All claims for benefits should be submitted in writing to the Plan Administrator within ninety (90) days of the date as of which the Participant’s employment was terminated.  The Plan Administrator will conduct a full and fair review of the claim for benefits. The Plan Administrator will deliver to the Participant or beneficiary (the “Claimant”) a written decision on that claim within ninety (90) days after the receipt of the request for review, except if there are special circumstances (such as the need to hold a hearing) requiring an extension of time for processing, the ninety (90)-day period may be extended up to one hundred eighty (180) days.  If the Plan Administrator determines that an extension of time for processing is required, the Plan Administrator will furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90)-day period, which notice will describe the special circumstances necessitating the additional time and date the Plan Administrator expects to render its decision on the claim. In the event of the denial of a claim, the Plan Administrator will provide notice to the Claimant including the specific reasons for the denial, specific references to the Plan provision(s) upon which the denial is based, description of any information or material information necessary for the Claimant to perfect his claim and reason why such material or information is necessary, and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse determination on review. 

(b) Any Claimant whose claim is denied shall have the right to request, in writing directed to the Plan Administrator, the review of such denial within sixty (60) days of receipt of written or electronic notice of denial.  The Claimant will be provided upon request and free of charge reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim for benefits. Any review requested by the Claimant of a determination by the Plan Administrator shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  The Plan Administrator will deliver to the Participant or beneficiary a written decision on that claim within 60 days after the receipt of the request for review, except if there are special circumstances (such as the need to hold a hearing) requiring an extension of time for processing, the sixty (60)-day period may be extended up to one hundred twenty (120) days. Any such notice of the extension will be provided to the Claimant before the end of the initial sixty (60)-day period and will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator expects to render its decision on review.  The decision on review shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant and with specific references to the relevant Plan provisions on which the decision is based.  The decision on review also will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.  A document, record or other information is “relevant” to a claim if it was relied upon in making the benefit determination, was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, and demonstrates compliance with the administrative processes and safeguards required in making the benefit determination.  In no event shall a Claimant be entitled to challenge a decision of the Plan Administrator, in court or in any other administrative proceeding until the claim procedures provided herein are exhausted.  Any legal action challenging a final denial of benefits must be brought within one hundred eighty (180) days of the issuance of the final denial decision.

9

8.Miscellaneous.

(a) The Company, with the approval of its Board (or the Compensation Committee of the Board, in accordance with the Company’s bylaws), has the right to amend, modify or terminate the Plan, including the attached Schedule A, at any time if it determines that it is necessary or desirable to do so.  No amendment, modification or termination of the Plan shall adversely affect Severance Pay payments that have been paid or have begun to be paid.

(b) The Plan is a welfare benefit plan the funds for which are provided by the Company as benefits are paid. There is no separate trust or assets to pay benefits. Executives do not contribute to the benefits under the Plan. Executives do not have a vested interest in their benefits under the Plan.

(c) Except as required by applicable law, Participants may not assign to anyone else their rights to receive any payment under the Plan and any attempt to do so shall be null and void and of no effect, and a Participant’s Plan benefit is not subject to attachment or other legal or equitable process.

(d) Nothing in the Plan shall be construed as creating any contract of employment between the Company and any Participant, including any contract for employment for any specific duration, nor shall it limit the right of the Company to terminate any Participant’s employment at any time for any reason whatsoever.

(e) Whenever the context so admits, the use of the masculine gender shall be deemed to include the feminine and vice versa, either gender shall be deemed to include the neuter and vice versa; and the use of the singular shall be deemed to include the plural and vice versa. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of the Plan.

(f) The Plan will be construed in accordance with and governed by the laws of the Commonwealth of Virginia to the extent such laws are not otherwise superseded by the laws of the United States.

(g) If any provision of the Plan shall be held illegal or invalid for any reason, said illegality shall not affect the remaining provisions of the Plan, but the Plan shall be constructed and enforced as if said illegal and invalid provision had never been included herein.

9.Participant’s Rights. 

(a) As a Participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Participants shall be entitled to:

10

(i) Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, and a copy of the latest annual report (Form 5500 series), if required to be filed by the Plan, with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(ii) Obtain, upon written request to the Plan Administrator, copies of all Plan documents, and copies of the latest annual report (Form 5500 Series), if any. The Plan Administrator may make a reasonable charge for the copies.

(b) In addition to creating rights for Participants ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

(c) Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your right, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

(d) If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest Area Office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 

11

Approved by the Chief Executive Officer pursuant to the authority of the Board of Directors of Atlantic Union Bankshares Corporation on May 2, 2019.

SCHEDULE A

The following list represents all key or critical positions recommended by the Chief Executive Officer and approved by the Compensation Committee of the Board of Directors of the Company as covered under the Plan.

Tier 1 

Bank President

Chief Financial Officer

Chief Information Officer

Consumer Banking Group Executive

Commercial Banking Group Executive

Chief Human Resource Officer

Chief Risk Officer

Chief Audit Executive

Tier 2

Chief Credit Officer

Chief Marketing Officer

Chief Digital and Customer Experience Officer

General Counsel

Middleburg Financial President

Chief Investment Officer

Head of Private Wealth

Commercial Regional President

Market President

Consumer Regional President

Director Finance & Treasurer

Corporate Controller

Head of Corporate Development & Strategy

12

EX-15.01

Exhibit 15.01

The Stockholders and Board of Directors of Atlantic Union Bankshares Corporation:

We are aware of the incorporation by reference in the Registration Statements (Form S-3 No. 333-220398, Form S-3 No. 333-156946, Form S-3 No. 333-102012, Form S-3 No. 333-81199, Form S-8 No. 333-203580, Form S-8 No. 333-193364, Form S-8 No. 333-175808, Form S-8 No. 333-113842, Form S-8 No. 333-113839 and Form S-8 No. 333-228455) of Atlantic Union Bankshares Corporation of our report dated August 6, 2019 relating to the unaudited consolidated interim financial statements of Atlantic Union Bankshares Corporation that are included in its Form 10-Q for the quarter ended June 30, 2019.

Under Rule 436(c) of the Securities Act of 1933 our report is not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the 1933 Act.

/s/ Ernst & Young LLP

Richmond, Virginia

August 6, 2019

EX-31.01

Exhibit 31.01

CERTIFICATIONS

I, John C. Asbury, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Atlantic Union Bankshares Corporation;

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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):

(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.

Date: August 6, 2019

/s/ John C. Asbury

John C. Asbury,

President and Chief Executive Officer

A signed original of this written statement required by Section 302 of the Sarbanes-OxleyAct of 2002 has been provided to Atlantic Union Bankshares Corporation and will be retained by Atlantic Union Bankshares Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.02

Exhibit 31.02

CERTIFICATIONS

I, Robert M. Gorman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Atlantic Union Bankshares Corporation;

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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 (or persons performing the equivalent functions):

(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.

Date: August 6, 2019

/s/ Robert M. Gorman

Robert M. Gorman,

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 302 of the Sarbanes-OxleyAct of 2002 has been provided to Atlantic Union Bankshares Corporation and will be retained by Atlantic Union Bankshares Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.01

Exhibit 32.01

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 Quarterly Report of Atlantic Union Bankshares Corporation (the “Company”) on Form 10-Q for the quarter ended June 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge and belief: 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 results of operations of the Company as of and for the periods covered in the Report.

/s/ John C. Asbury

John C. Asbury, President and Chief Executive Officer

August 6, 2019

/s/ Robert M. Gorman

Robert M. Gorman, Executive Vice President and Chief Financial Officer

August 6, 2019

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Atlantic Union Bankshares Corporation and will be retained by Atlantic Union Bankshares Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Jul. 31, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	ATLANTIC UNION BANKSHARES CORP
Entity Central Index Key	0000883948
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-20293
Entity Tax Identification Number	54-1598552
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	1051 East Cary Street
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	804
Local Phone Number	633-5031
Title of 12(b) Security	Common Stock, par value $1.33 per share
Trading Symbol	AUB
Security Exchange Name	NASDAQ
Document Period End Date	Jun. 30, 2019
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		82,097,528

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Cash and cash equivalents:
Cash and due from banks	$ 171,441,000	$ 166,927,000
Interest-bearing deposits in other banks	146,514,000	94,056,000
Federal funds sold	2,523,000	216,000
Total cash and cash equivalents	320,478,000	261,199,000
Securities available for sale, at fair value	1,999,494,000	1,774,821,000
Securities held to maturity, at carrying value	558,503,000	492,272,000
Restricted stock, at cost	145,859,000	124,602,000
Loans held for sale, at fair value	62,908,000	0
Loans held for investment, net of deferred fees and costs	12,220,514,000	9,716,207,000
Less allowance for loan losses	42,463,000	41,045,000
Net loans held for investment	12,178,051,000	9,675,162,000
Premises and equipment, net	168,514,000	146,967,000
Goodwill	930,449,000	727,168,000
Amortizable intangibles, net	82,976,000	48,685,000
Bank owned life insurance	318,734,000	263,034,000
Other assets	392,454,000	250,210,000
Assets of discontinued operations	964,000	1,479,000
Total assets	17,159,384,000	13,765,599,000
LIABILITIES
Noninterest-bearing demand deposits	3,014,896,000	2,094,607,000
Interest-bearing deposits	9,500,648,000	7,876,353,000
Total deposits	12,515,544,000	9,970,960,000
Securities sold under agreements to repurchase	70,870,000	39,197,000
Other Short-term borrowings	618,050,000	1,048,600,000
Long-term borrowings	1,220,251,000	668,481,000
Other liabilities	221,353,000	112,093,000
Liabilities of discontinued operations	1,021,000	1,687,000
Total liabilities	14,647,089,000	11,841,018,000
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Common stock, $1.33 par value; shares authorized 200,000,000 and 100,000,000 at June 30, 2019 and December 31, 2018, respectively; 82,086,736 and 65,977,149 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively.	108,560,000	87,250,000
Additional paid-in capital	1,862,716,000	1,380,259,000
Retained earnings	512,952,000	467,345,000
Accumulated other comprehensive income (loss)	28,067,000	(10,273,000)
Total stockholders' equity	2,512,295,000	1,924,581,000
Total liabilities and stockholders' equity	$ 17,159,384,000	$ 13,765,599,000

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 1.33	$ 1.33
Common stock, shares authorized (in shares)	200,000,000	100,000,000
Common stock, shares issued (in shares)	82,086,736	65,977,149
Common stock, shares outstanding (in shares)	82,086,736	65,977,149

XML

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019		Jun. 30, 2018
Interest and dividend income:
Interest and fees on loans	$ 158,838	$ 119,540	$ 302,952		$ 232,193
Interest on deposits in other banks	544	676	1,017		1,323
Interest and dividends on securities:
Taxable	13,353	8,012	26,434		15,084
Nontaxable	8,390	4,181	16,374		8,189
Total interest and dividend income	181,125	132,409	346,777		256,789
Interest expense:
Interest on deposits	28,809	13,047	53,239		24,259
Interest on short-term borrowings	5,563	5,166	12,114		9,415
Interest on long-term borrowings	8,159	6,028	15,283		11,475
Total interest expense	42,531	24,241	80,636		45,149
Net interest income	138,594	108,168	266,141		211,640
Provision for credit losses	5,300	2,147	9,092		5,671
Net interest income after provision for credit losses	133,294	106,021	257,049		205,969
Noninterest income:
Mortgage banking income, net	2,785	0	4,240		0
Gains (losses) on securities transactions, net	51	(88)	202	[1]	125	[1]
Bank owned life insurance income	2,075	1,728	4,129		3,395
Loan-related interest rate swap fees, net	3,716	898	5,176		1,617
Gain on Shore Premier sale	0	20,899	0		20,899
Other operating income	1,440	861	2,337		3,858
Total noninterest income	30,578	40,597	55,515		60,865
Noninterest expenses:
Salaries and benefits	50,390	40,777	98,398		81,518
Occupancy expenses	7,534	6,159	14,935		12,226
Furniture and equipment expenses	3,542	3,103	6,938		6,041
Printing, postage, and supplies	1,252	1,282	2,494		2,342
Communications expense	1,157	1,009	2,162		2,104
Technology and data processing	5,739	4,322	11,415		8,881
Professional services	2,630	2,671	5,587		5,225
Marketing and advertising expense	2,908	3,288	5,291		4,725
FDIC assessment premiums and other insurance	2,601	1,882	5,239		4,067
Other taxes	4,044	2,895	7,808		5,782
Loan-related expenses	2,396	1,843	4,685		3,158
OREO and credit-related expenses	1,473	1,122	2,157		2,654
Amortization of intangible assets	4,937	3,215	9,154		6,396
Training and other personnel costs	1,477	1,125	2,621		2,132
Merger-related costs	6,371	8,273	24,493		35,985
Rebranding expense	4,012	0	4,420		0
Other expenses	3,145	2,174	4,538		3,649
Total noninterest expenses	105,608	85,140	212,335		186,885
Income from continuing operations before income taxes	58,264	61,478	100,229		79,949
Income tax expense	9,356	11,678	15,606		13,575
Income from continuing operations	48,908	49,800	84,623		66,374
Discontinued operations:
Income (loss) from operations of discontinued mortgage segment	(114)	(3,085)	(229)		(3,008)
Income tax expense (benefit)	(29)	(612)	(59)		(600)
Income (loss) on discontinued operations	(85)	(2,473)	(170)		(2,408)
Net income	$ 48,823	$ 47,327	$ 84,453	[1]	$ 63,966	[1]
Basic earnings per common share (in usd per share)	$ 0.59	$ 0.72	$ 1.06		$ 0.97
Diluted earnings per common share (in usd per share)	0.59	0.72	1.06		0.97
Dividends declared per common share (in usd per share)	$ 0.23	$ 0.21	$ 0.46		$ 0.42
Basic weighted average number of common shares outstanding (in shares)	82,062,585	65,919,055	79,282,830		65,737,849
Diluted weighted average number of common shares outstanding (in shares)	82,125,194	65,965,577	79,344,573		65,801,926
Service charges on deposit accounts
Noninterest income:
Noninterest income	$ 7,499	$ 6,189	$ 14,656		$ 12,083
Other service charges and fees
Noninterest income:
Noninterest income	1,702	1,278	3,367		2,512
Interchange fees, net
Noninterest income:
Noninterest income	5,612	4,792	10,656		9,280
Fiduciary and asset management fees
Noninterest income:
Noninterest income	$ 5,698	$ 4,040	$ 10,752		$ 7,096

[1] Discontinued operations have an immaterial impact to the Company’s Consolidated Statement of Cash Flows. The change in loans held for sale included in the Operating Activities section for the six months ended June 30, 2018 are fully attributable to discontinued operations.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019		Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income		$ 48,823	$ 47,327	$ 84,453	[1]	$ 63,966	[1]
Cash flow hedges:
Change in fair value of cash flow hedges		(2,595)	675	(4,055)		2,639
Reclassification adjustment for losses included in net income (net of tax, $46 and $78 for the three months and $78 and $144 for the six months ended June 30, 2019 and 2018, respectively)	[2]	173	294	293		543
AFS securities:
Unrealized holding gains (losses) arising during period (net of tax, $5,888 and $687 for the three months and $11,226 and $4,193 for the six months ended June 30, 2019 and 2018, respectively)		22,151	(2,586)	42,233		(15,777)
Reclassification adjustment for losses (gains) included in net income (net of tax, $20 and $18 for the three months and $42 and $27 for the six months ended June 30, 2019 and 2018, respectively)	[3]	(73)	69	(159)		(99)
HTM securities:
Reclassification adjustment for accretion of unrealized gain on AFS securities transferred to HTM (net of tax, $1 and $26 for the three months and $3 and $106 for the six months ended June 30, 2019 and 2018, respectively)	[4]	(5)	(99)	(10)		(398)
Bank owned life insurance:
Reclassification adjustment for losses included in net income	[5]	19	19	38		38
Other comprehensive income (loss)		19,670	(1,628)	38,340		(13,054)
Comprehensive income		$ 68,493	$ 45,699	$ 122,793		$ 50,912

[1] Discontinued operations have an immaterial impact to the Company’s Consolidated Statement of Cash Flows. The change in loans held for sale included in the Operating Activities section for the six months ended June 30, 2018 are fully attributable to discontinued operations.

[2] The gross amounts reclassified into earnings are reported in the interest income and interest expense sections of the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

[3] The gross amounts reclassified into earnings are reported as "Gains (losses) on securities transactions, net" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

[4] The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

[5] Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Tax expense (benefit) related to reclassification adjustment for losses included in net income	$ (46)	$ (78)	$ (78)	$ (144)
Tax expense (benefit) related to unrealized holding (losses) gains arising during period	5,888	(687)	11,226	(4,193)
Tax expense (benefit) related to (gains) losses on the sale of securities	20	(18)	42	27
Tax expense (benefit) related to (gains) losses for AFS securities transferred to HTM	$ 1	$ 26	$ 3	$ 106

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands		Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Total
Beginning balance at Dec. 31, 2017		$ 57,744	$ 610,001	$ 379,468	$ (884)	$ 1,046,329
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				16,639		16,639
Other comprehensive income, (net of taxes)					(11,426)	(11,426)
Issuance of common stock in regard to acquisition		29,156	765,653			794,809
Dividends on common stock				(13,808)		(13,808)
Issuance of common stock under Equity Compensation Plans		91	836			927
Issuance of common stock for services rendered		7	177			184
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans		93	(2,363)			(2,270)
Cancellation of warrants			(1,530)			(1,530)
Stock-based compensation expense			1,223			1,223
Ending balance at Mar. 31, 2018		87,091	1,373,997	382,299	(12,310)	1,831,077
Beginning balance at Dec. 31, 2017		57,744	610,001	379,468	(884)	1,046,329
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	[1]					63,966
Other comprehensive income, (net of taxes)					(13,054)	(13,054)
Issuance of common stock in regard to acquisition						794,809
Cancellation of warrants						1,530
Ending balance at Jun. 30, 2018		87,129	1,376,294	415,492	(14,045)	1,864,870
Beginning balance at Mar. 31, 2018		87,091	1,373,997	382,299	(12,310)	1,831,077
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				47,327		47,327
Other comprehensive income, (net of taxes)					(1,628)	(1,628)
Dividends on common stock				(13,841)		(13,841)
Issuance of common stock under Equity Compensation Plans		23	416			439
Issuance of common stock for services rendered		7	205			212
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans		8	(136)			(128)
Impact of adoption of new guidance				(293)	(107)	(400)
Stock-based compensation expense			1,812			1,812
Ending balance at Jun. 30, 2018		87,129	1,376,294	415,492	(14,045)	1,864,870
Beginning balance at Dec. 31, 2018		87,250	1,380,259	467,345	(10,273)	1,924,581
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				35,631		35,631
Other comprehensive income, (net of taxes)					18,670	18,670
Issuance of common stock in regard to acquisition		21,070	478,904			499,974
Dividends on common stock				(18,838)		(18,838)
Issuance of common stock under Equity Compensation Plans		8	130			138
Issuance of common stock for services rendered		8	211			219
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans		139	(1,786)			(1,647)
Impact of adoption of new guidance				(1,133)		(1,133)
Stock-based compensation expense			1,870			1,870
Ending balance at Mar. 31, 2019		108,475	1,859,588	483,005	8,397	2,459,465
Beginning balance at Dec. 31, 2018		87,250	1,380,259	467,345	(10,273)	1,924,581
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	[1]					84,453
Other comprehensive income, (net of taxes)					38,340	38,340
Issuance of common stock in regard to acquisition						499,974
Cancellation of warrants						0
Ending balance at Jun. 30, 2019		108,560	1,862,716	512,952	28,067	2,512,295
Beginning balance at Mar. 31, 2019		108,475	1,859,588	483,005	8,397	2,459,465
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income				48,823		48,823
Other comprehensive income, (net of taxes)					19,670	19,670
Dividends on common stock				(18,876)		(18,876)
Issuance of common stock under Equity Compensation Plans		48	938			986
Issuance of common stock for services rendered		8	192			200
Vesting of restricted stock, net of shares held for taxes, under Equity Compensation Plans		29	(336)			(307)
Stock-based compensation expense			2,334			2,334
Ending balance at Jun. 30, 2019		$ 108,560	$ 1,862,716	$ 512,952	$ 28,067	$ 2,512,295

[1] Discontinued operations have an immaterial impact to the Company’s Consolidated Statement of Cash Flows. The change in loans held for sale included in the Operating Activities section for the six months ended June 30, 2018 are fully attributable to discontinued operations.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018
Statement of Stockholders' Equity [Abstract]
Other comprehensive income (loss), tax	$ 5,913	$ 5,346	$ 617	$ 3,565
Issuance of common stock, acquisition, shares		15,842,026		21,922,077
Dividends on common stock, per share (in usd per share)	$ 0.23	$ 0.23	$ 0.21	$ 0.21
Issuance of common stock under Equity Compensation Plan , shares	36,551	6,127	17,058	68,495
Issuance of common stock for services rendered, shares	6,192	6,085	5,259	4,914
Vesting of restricted stock under Equity Compensation Plans, shares	21,447	104,151	6,664	69,562

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2019	Jun. 30, 2018
Operating activities:
Net income	[1]	$ 84,453	$ 63,966
Adjustments to reconcile net income to net cash and cash equivalents provided by (used in) operating activities:
Depreciation of premises and equipment	[1]	7,368	6,985
Write-down of foreclosed properties and former bank premises	[1]	852	1,142
Amortization, net	[1]	12,917	5,749
Amortization (accretion) related to acquisitions, net	[1]	(4,704)	(5,273)
Provision for credit losses	[1]	9,092	5,407
Gains on securities transactions, net	[1]	(202)	(125)
BOLI income	[1]	(4,129)	(3,395)
Decrease (increase) in loans held for sale, net	[1]	(41,681)	472
Losses (gains) on sales of foreclosed properties and former bank premises, net	[1]	147	(85)
Gain on sale of Shore Premier loans	[1]	0	(20,899)
Goodwill impairment losses	[1]	0	864
Stock-based compensation expenses	[1]	4,204	3,035
Issuance of common stock for services	[1]	419	396
Net decrease (increase) in other assets	[1]	(54,426)	(21,878)
Net increase in other liabilities	[1]	15,710	17,532
Net cash and cash equivalents provided by (used in) operating activities	[1]	30,020	53,893
Investing activities:
Purchases of AFS securities and restricted stock		(253,324)	(502,675)
Purchases of HTM securities		(47,217)	(40,145)
Proceeds from sales of AFS securities and restricted stock		387,949	309,516
Proceeds from maturities, calls and paydowns of AFS securities		108,115	70,653
Proceeds from maturities, calls and paydowns of HTM securities		1,410	0
Proceeds from sale of loans held for investment		0	581,324
Net increase in loans held for investment		(348,515)	(272,919)
Net increase in premises and equipment		(5,691)	(2,653)
Proceeds from sales of foreclosed properties and former bank premises		1,035	2,728
Cash paid in acquisitions		(12)	(10,928)
Cash acquired in acquisitions		46,164	174,227
Net cash and cash equivalents provided by (used in) investing activities		(110,086)	309,128
Financing activities:
Net increase in noninterest-bearing deposits		235,882	179,348
Net increase in interest-bearing deposits		82,134	78,040
Net increase (decrease) in short-term borrowings		(619,562)	(235,953)
Cash paid for contingent considerations		(565)	(565)
Proceeds from issuance of long-term debt		500,000	25,000
Repayments of long-term debt		(20,000)	0
Cash dividends paid - common stock		(37,714)	(27,649)
Cancellation of warrants		0	(1,530)
Issuance of common stock		1,124	1,366
Vesting of restricted stock, net of shares held for taxes		(1,954)	(2,398)
Net cash and cash equivalents provided by (used in) financing activities		139,345	15,659
Increase (decrease) in cash and cash equivalents		59,279	378,680
Cash and cash equivalents at beginning of the period		261,199	199,373
Cash and cash equivalents at end of the period		320,478	578,053
Cash payments for:
Interest		77,838	44,137
Income taxes		7,426	6,250
Supplemental schedule of noncash investing and financing activities
Transfers from loans (foreclosed properties) to foreclosed properties (loans)		1,171
Transfers from loans (foreclosed properties) to foreclosed properties (loans)			(59)
Stock received as consideration for sale of loans held for investment		0	28,913
Securities transferred from HTM to AFS		0	187,425
Issuance of common stock in exchange for net assets in acquisitions		499,974	794,809
Transactions related to acquisitions
Assets acquired		2,855,359	3,251,191
Liabilities assumed	[2]	$ 2,558,638	$ 2,872,984

[1] Discontinued operations have an immaterial impact to the Company’s Consolidated Statement of Cash Flows. The change in loans held for sale included in the Operating Activities section for the six months ended June 30, 2018 are fully attributable to discontinued operations.

[2] 2018 includes contingent consideration related to DHFB acquisition.

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ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

ACCOUNTING POLICIES

1. ACCOUNTING POLICIES

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (formerly, Union Bankshares Corporation) (Nasdaq: AUB) is the holding company for Atlantic Union Bank (formerly, Union Bank & Trust). Atlantic Union Bank  has 153 branches, seven of which are operated as Xenith Bank, a division of Atlantic Union Bank, and approximately 200 ATMs located throughout Virginia and in portions of Maryland and North Carolina. Middleburg Financial is a brand name used by Atlantic Union Bank and certain affiliates when providing trust, wealth management, private banking, and investment advisory products and services. Certain non-bank affiliates of Atlantic Union Bank include: Old Dominion Capital Management, Inc., and its subsidiary Outfitter Advisors, Ltd., Dixon, Hubard, Feinour & Brown, Inc., and Middleburg Investment Services, LLC, which provide investment advisory and/or brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Effective May 17, 2019 (after market close), Union Bankshares Corporation changed its name to Atlantic Union Bankshares Corporation and Union Bank & Trust changed its name to Atlantic Union Bank. The name change was approved by the Board of Directors at the Company’s January 23, 2019 Board meeting and a related amendment to the Company’s articles of incorporation was approved by the Company’s shareholders at its 2019 Annual Meeting on May 2, 2019. The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant inter-company transactions have been eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and follow general practice within the banking industry. Accordingly, the unaudited consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements; however, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s 2018 Form 10-K. Certain prior period amounts have been reclassified to conform to current period presentation.

Business Combinations and Divestitures

On February 1, 2019, the Company completed the acquisition of Access, a bank holding company based in Reston, Virginia for a purchase price of approximately $500.0 million. Access’s common stockholders received 0.75 shares of the Company’s common stock in exchange for each share of Access’s common stock, resulting in the Company issuing 15,842,026 shares of common stock. In addition, the Company paid cash of approximately $12,000 in lieu of fractional shares.

In connection with the transaction, the Company recorded $203.3 million in goodwill and $43.5 million of amortizable assets, which primarily relate to core deposit intangibles. The Company currently estimates that these other intangible assets will be amortized over 5 to 10 years using various methods. The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition.

Affordable Housing Entities

The Company invests in private investment funds that make equity investments in multifamily affordable housing properties that provide affordable housing tax credits for these investments. The activities of these entities are financed with a combination of invested equity capital and debt. For the three and six months ended June 30, 2019, the Company recognized amortization of $682,000 and $1.2 million, respectively, and tax credits of $728,000 and $1.3 million, respectively, associated with these investments within “Income tax expense” on the Company’s Consolidated Statements of Income. For the three and six months ended June 30, 2018, the Company recognized amortization of $236,000 and $471,000, respectively, and tax credits of $281,000 and $564,000, respectively. The carrying value of the Company’s investments in these qualified affordable housing projects was $29.6 million and $10.8 million as of June 30, 2019 and December 31, 2018, respectively. At June 30, 2019 and December 31, 2018, the Company’s recorded liability totaled $12.8 million and $9.9 million, respectively, for the related unfunded commitments, which are expected to be paid throughout the years 2019 - 2033.

Adoption of New Accounting Standards

On January 1, 2019, the Company adopted ASU No. 2016-02, "Leases (Topic 842)." The adoption of this standard required lessees to recognize right of use assets and lease liabilities on the Consolidated Balance Sheet and disclose key information about leasing arrangements. The Company adopted this ASU on January 1, 2019 under the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to not reassess the lease classification of existing leases, as well as not reassess whether any expired or existing contracts are or contain a lease; and maintain consistent treatment of initial direct costs on existing leases. In addition, the Company elected the short-term lease exemption practical expedient in which leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheet. The Company also elected the practical expedient related to accounting for lease and non-lease components as a single lease component. Adoption of this standard resulted in the Company recording a lease liability of $53.2 million and right of use assets of $48.9 million as of January 1, 2019. Operating leases have been included within other assets and other liabilities on the Company’s Consolidated Balance Sheet. The implementation of this standard resulted in a $1.1 million decrease to Retained Earnings. There was no impact on the Company’s Consolidated Statement of Cash Flows. Refer to Note 6 "Leases" for further discussion regarding the adoption.

In August 2018, the FASB issued ASU No. 2018-15, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU amends the Intangibles—Goodwill and Other Topic of the Accounting Standards Codification to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU will be effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company adopted this standard in the first quarter of 2019 using the prospective approach. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU contains significant differences from existing GAAP and is effective for fiscal years beginning after December 15, 2019. This ASU updates the existing guidance to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The CECL model will replace the Company’s current accounting for PCI and impaired loans. This ASU also amends the AFS debt securities OTTI model. The Company has established a cross-functional governance structure for the implementation of CECL. In addition, the Company is validating the models that will be used upon adoption of the standard. The implementation of this ASU will result in increases to the Company’s reserves for credit losses of financial instruments; however, the quantitative impact cannot be reasonably estimated since this ASU relies on economic conditions and trends that will impact the Company’s portfolio at the time of adoption. The Company is continuing to evaluate the impact ASU No. 2016-13 will have on its consolidated financial statements.

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ACQUISITIONS

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

ACQUISITIONS

2. ACQUISITIONS

Access Acquisition

On February 1, 2019, the Company completed its acquisition of Access National Corporation (and its subsidiaries), a bank holding company based in Reston, Virginia. Holders of shares of Access’s common stock received 0.75 shares of the Company’s common stock in exchange for each share of Access’s common stock, resulting in the Company issuing 15,842,026 shares of the Company’s common stock at a fair value of approximately $500.0 million. In addition, the Company paid cash of approximately $12,000 in lieu of fractional shares.

The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition, in accordance with ASC 350, Intangibles-Goodwill and Other. Measurement period adjustments that were made in the second quarter of 2019 include immaterial changes to the fair value of loans, buildings, other amortizable intangibles, and other assets. The Company will continue to keep the measurement period open for certain accounts, including loans, real estate, and deferred tax assets, where its review procedures of any updated information related to the transaction are ongoing. If considered necessary, additional adjustments to the fair value measurement of these accounts will be made until all information is finalized, the Company’s review procedures are complete, and the measurement period is closed. The goodwill is not expected to be deductible for tax purposes.

The following table provides a preliminary assessment of the consideration transferred, assets acquired, and liabilities assumed as of the date of the acquisition (dollars in thousands):

Purchase Price:
Fair value of shares of the Company's common stock issued			$	499,974
Cash paid for fractional shares				12
Total purchase price			$	499,986
Fair value of assets acquired:
Cash and cash equivalents	$	46,164
Investments		464,742
Loans		2,173,481
Premises and equipment		28,001
Core deposit intangibles		40,860
Other assets		102,111
Total assets	$	2,855,359
Fair value of liabilities assumed:
Deposits	$	2,227,073
Short-term borrowings		220,685
Long-term borrowings		70,535
Other liabilities		40,345
Total liabilities	$	2,558,638
Net assets acquired			$	296,721
Preliminary goodwill			$	203,265

The acquired loans were recorded at fair value at the acquisition date without carryover of Access’s previously established ALL. The fair value of the loans was determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected on the loans and leases and then applying a market-based discount rate to those cash flows. In this regard, the acquired loans were segregated into pools based on loan type and credit risk. Loan type was determined based on collateral type, purpose, and lien position. Credit risk characteristics included risk rating groups (pass rated loans and adversely classified loans) and past due status. For

valuation purposes, these pools were further disaggregated by maturity, pricing characteristics (e.g., fixed-rate, adjustable-rate) and re-payment structure (e.g., interest only, fully amortizing, balloon). If new information is obtained about facts and circumstances about expected cash flows that existed as of the acquisition date, management will adjust fair values in accordance with accounting for business combinations.

The acquired loans were divided into loans with evidence of credit quality deterioration which are accounted for under ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality, (acquired impaired) and loans that do not meet these criteria, which are accounted for under ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, (acquired performing). The fair values of the acquired performing loans were $2.1 billion and the fair values of the acquired impaired loans were $33.1 million. The gross contractually required principal and interest payments receivable for acquired performing loans was $2.5 billion. The best estimate of contractual cash flows not expected to be collected related to the acquired performing loans is $17.9 million.

The following table presents the acquired impaired loans receivable at the acquisition date (dollars in thousands):

Contractually required principal and interest payments	$	44,232
Nonaccretable difference		(6,061)
Cash flows expected to be collected		38,171
Accretable difference		(5,061)
Fair value of loans acquired with a deterioration of credit quality	$	33,110

The following table presents certain pro forma information as if Access had been acquired on January 1, 2018. These results combine the historical results of Access in the Company’s Consolidated Statements of Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2018. In particular, no adjustments have been made to eliminate the amount of Access’s provision for credit losses that would not have been necessary had the acquired loans been recorded at fair value as of January 1, 2018. Pro forma adjustments below include the net impact of accretion for 2018 and the elimination of merger-related costs for 2019.

The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition which are not reflected in the pro forma amounts below (dollars in thousands):

	Pro forma for the three				Pro forma for the six
	months ended				months ended
	June 30,				June 30,
	2019		2018		2019		2018
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Total revenues (1)	$	169,172	$	184,758	$	332,326	$	341,407
Net income	$	53,480	$	57,741	$	105,787	$	82,599
EPS	$	0.65	$	0.71	$	1.32	$	1.01

(1) Includes net interest income and noninterest income.

The revenue and earnings amounts specific to Access since the acquisition date that are included in the consolidated results for 2019 are not readily determinable. The disclosures of these amounts are impracticable due to the merging of certain processes and systems at the acquisition date.

Merger-related costs associated with the acquisition of Access were $5.8 million and $23.6 million for the three and six months ended June 30, 2019, respectively; there were no merger-related costs associated with the acquisition of Access during the first six months of 2018. Such costs include legal and accounting fees, lease and contract termination expenses, system conversion, and employee severances, which have been expensed as incurred.

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SECURITIES

6 Months Ended

Jun. 30, 2019

Investments, Debt and Equity Securities [Abstract]

SECURITIES

3. SECURITIES

Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

	Amortized		Gross Unrealized				Estimated
	Cost		Gains		(Losses)		Fair Value
June 30, 2019
U.S. government and agency securities	$	4,462	$	18	$	—	$	4,480
Obligations of states and political subdivisions		485,192		24,566		(11)		509,747
Corporate and other bonds (1)		202,935		3,887		(509)		206,313
Mortgage-backed securities		1,253,541		23,293		(1,429)		1,275,405
Other securities		3,549		—		—		3,549
Total AFS securities	$	1,949,679	$	51,764	$	(1,949)	$	1,999,494
December 31, 2018
Obligations of states and political subdivisions	$	466,588	$	3,844	$	(1,941)	$	468,491
Corporate and other bonds (1)		167,561		1,118		(983)		167,696
Mortgage-backed securities		1,138,034		4,452		(12,621)		1,129,865
Other securities		8,769		—		—		8,769
Total AFS securities	$	1,780,952	$	9,414	$	(15,545)	$	1,774,821

(1) Other bonds includes asset-backed securities.

The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018 (dollars in thousands). These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2019
Obligations of states and political subdivisions	$	775	$	—	$	731	$	(11)	$	1,506	$	(11)
Corporate bonds and other securities		10,518		(85)		33,592		(424)		44,110		(509)
Mortgage-backed securities		26,826		(116)		149,629		(1,313)		176,455		(1,429)
Total AFS securities	$	38,119	$	(201)	$	183,952	$	(1,748)	$	222,071	$	(1,949)
December 31, 2018
Obligations of states and political subdivisions	$	133,513	$	(1,566)	$	10,145	$	(375)	$	143,658	$	(1,941)
Corporate bonds and other securities		35,478		(315)		33,888		(668)		69,366		(983)
Mortgage-backed securities		306,038		(3,480)		341,400		(9,141)		647,438		(12,621)
Total AFS securities	$	475,029	$	(5,361)	$	385,433	$	(10,184)	$	860,462	$	(15,545)

As of June 30, 2019, there were $184.0 million, or 84 issues, of individual AFS securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $1.7 million. As of December 31, 2018, there were $385.4 million, or 138 issues, of individual securities that had been in a continuous loss position for more than 12 months and had an aggregate unrealized loss of $10.2 million. The Company has determined that these securities were temporarily impaired at June 30, 2019 and December 31, 2018 for the reasons set out below:

Obligations of state and political subdivisions. This category’s unrealized losses are primarily the result of interest rate fluctuations and ratings downgrades for a limited number of securities. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Corporate and other bonds. This category’s unrealized losses are the result of interest rate fluctuations and ratings downgrades for a limited number of securities. The majority of these securities remain investment grade and the Company’s analysis did not indicate the existence of a credit loss. The contractual terms of the investments do not permit the issuer to settle the securities at a price less than the cost basis of each investment. Because the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired.

Mortgage-backed securities. This category’s unrealized losses are primarily the result of interest rate fluctuations. Because the decline in market value is attributable to changes in interest rates and not credit quality, the Company does not intend to sell the investments, and the accounting standard of "more likely than not" has not been met for the Company to be required to sell any of the investments before recovery of their amortized cost basis, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired. Also, the majority of the Company’s mortgage-backed securities are agency-backed securities, which have a government guarantee.

The following table presents the amortized cost and estimated fair value of AFS securities as of June 30, 2019 and December 31, 2018, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019				December 31, 2018
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	16,726	$	16,828	$	22,653	$	22,789
Due after one year through five years		164,576		166,589		191,003		188,999
Due after five years through ten years		246,735		252,016		218,211		217,304
Due after ten years		1,521,642		1,564,061		1,349,085		1,345,729
Total AFS securities	$	1,949,679	$	1,999,494	$	1,780,952	$	1,774,821

Refer to Note 8 "Commitments and Contingencies" for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements, and for other purposes as permitted or required by law as of June 30, 2019 and December 31, 2018.

Held to Maturity

The Company reports HTM securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income prior to reclassifying the securities from AFS securities to HTM securities. Investment securities transferred into the HTM category from the AFS category are recorded at fair value at the date of transfer. The unrealized holding gain or loss at the date of transfer is retained in accumulated other comprehensive income and in the carrying value of the HTM securities. Such unrealized gains or losses are accreted over the remaining life of the security with no impact on future net income.

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

	Carrying		Gross Unrealized				Estimated
	Value		Gains		(Losses)		Fair Value
June 30, 2019
Obligations of states and political subdivisions	$	547,591	$	38,966	$	—	$	586,557
Mortgage-backed securities		10,912		106		—		11,018
Total held-to-maturity securities	$	558,503	$	39,072	$	—	$	597,575
December 31, 2018
Obligations of states and political subdivisions	$	492,272	$	7,375	$	(146)	$	499,501

The following table shows the gross unrealized losses and fair value (dollars in thousands) of the Company’s HTM securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018 (dollars in thousands). These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses (1)		Value		Losses (1)		Value		Losses (1)
June 30, 2019
Obligations of states and political subdivisions	$	250	$	—	$	—	$	—	$	250	$	—
(1) Losses were less than $1,000 as of June 30, 2019
December 31, 2018
Obligations of states and political subdivisions	$	43,206	$	(146)	$	—	$	—	$	43,206	$	(146)

As of June 30, 2019 and December 31, 2018 there were no issues of individual HTM securities that had been in a continuous loss position for more than 12 months.

The following table presents the amortized cost and estimated fair value of HTM securities as of June 30, 2019 and December 31, 2018, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Due in one year or less	$	250	$	250	$	—	$	—
Due after one year through five years		8,167		8,354		3,893		3,900
Due after five years through ten years		3,992		4,093		3,480		3,507
Due after ten years		546,094		584,878		484,899		492,094
Total HTM securities	$	558,503	$	597,575	$	492,272	$	499,501

Refer to Note 8 "Commitments and Contingencies" for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of June 30, 2019 and December 31, 2018.

Restricted Stock, at cost

Due to restrictions placed upon the Bank’s common stock investment in the Federal Reserve Bank and FHLB, these securities have been classified as restricted equity securities and carried at cost. These restricted securities are not subject to the investment security classifications and are included as a separate line item on the Company’s Consolidated Balance Sheets. At June 30, 2019 and December 31, 2018, the FHLB required the Bank to maintain stock in an amount equal to 4.25% of outstanding borrowings and a specific percentage of the Bank’s total assets. The Federal Reserve Bank required the Bank to maintain stock with a par value equal to 6% of the Bank’s outstanding capital at both June 30, 2019 and December 31, 2018. Restricted equity securities consist of Federal Reserve Bank stock in the amount of $67.0

million and $52.6 million for June 30, 2019 and December 31, 2018 and FHLB stock in the amount of $78.9 million and $72.0 million as of June 30, 2019 and December 31, 2018, respectively.

Other-Than-Temporary-Impairment

During each quarter, the Company conducts an assessment of the securities portfolio for OTTI consideration. The assessment considers factors such as external credit ratings, delinquency coverage ratios, market price, management’s judgment, expectations of future performance, and relevant industry research and analysis. An impairment is other-than-temporary if any of the following conditions exist: the entity intends to sell the security; it is more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis; or the entity does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell). If a credit loss exists, but an entity does not intend to sell the impaired debt security and is not more likely than not to be required to sell before recovery, the impairment is other-than-temporary and should be separated into a credit portion to be recognized in earnings and the remaining amount relating to all other factors recognized as other comprehensive loss. Based on the assessment for the three months ended June 30, 2019, and in accordance with accounting guidance, no OTTI was recognized.

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended June 30, 2019 and 2018 (dollars in thousands).

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Realized gains (losses):
Gross realized gains	$	844	$	2,057
Gross realized losses		(793)		(1,855)
Net realized gains	$	51	$	202
Proceeds from sales of securities	$	179,701	$	387,950
	Three Months Ended		Six Months Ended
	June 30, 2018		June 30, 2018
Realized gains (losses):
Gross realized gains	$	2,095	$	2,793
Gross realized losses		(2,183)		(2,668)
Net realized gains	$	(88)	$	125
Proceeds from sales of securities	$	193,666	$	309,516

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES

6 Months Ended

Jun. 30, 2019

Loans and Leases Receivable Disclosure [Abstract]

LOANS AND ALLOWANCE FOR LOAN LOSSES

4. LOANS AND ALLOWANCE FOR LOAN LOSSES

Loans are stated at their face amount, net of deferred fees and costs, and consist of the following at June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019		December 31, 2018
Construction and Land Development	$	1,267,712	$	1,194,821
Commercial Real Estate - Owner Occupied		1,966,776		1,337,345
Commercial Real Estate - Non-Owner Occupied		3,104,823		2,467,410
Multifamily Real Estate		602,115		548,231
Commercial & Industrial		2,032,799		1,317,135
Residential 1-4 Family - Commercial		801,703		713,750
Residential 1-4 Family - Mortgage		850,063		600,578
Auto		311,858		301,943
HELOC		660,621		613,383
Consumer		383,653		379,694
Other Commercial		238,391		241,917
Total loans held for investment, net (1)	$	12,220,514	$	9,716,207

(1) Loans, as presented, are net of deferred fees and costs totaling $7.2 million and $5.1 million as of June 30, 2019 and December 31, 2018, respectively.

The following table shows the aging of the Company’s loan portfolio, by segment, at June 30, 2019 (dollars in thousands):

					Greater than
	30-59 Days		60-89 Days		90 Days and
	Past Due		Past Due		still Accruing		PCI		Nonaccrual		Current		Total Loans
Construction and Land Development	$	2,327	$	318	$	855	$	12,181	$	5,619	$	1,246,412	$	1,267,712
Commercial Real Estate - Owner Occupied		1,707		—		2,540		32,628		4,062		1,925,839		1,966,776
Commercial Real Estate - Non-Owner Occupied		141		164		1,489		15,755		1,685		3,085,589		3,104,823
Multifamily Real Estate		1,218		—		—		92		—		600,805		602,115
Commercial & Industrial		3,223		1,175		295		3,930		1,183		2,022,993		2,032,799
Residential 1-4 Family - Commercial		1,622		651		863		12,675		4,135		781,757		801,703
Residential 1-4 Family - Mortgage		5,969		2,801		845		17,821		8,677		813,950		850,063
Auto		2,120		299		122		7		449		308,861		311,858
HELOC		4,978		1,336		658		4,869		1,432		647,348		660,621
Consumer		2,794		1,423		1,099		689		115		377,533		383,653
Other Commercial		30		—		62		654		105		237,540		238,391
Total loans held for investment	$	26,129	$	8,167	$	8,828	$	101,301	$	27,462	$	12,048,627	$	12,220,514

The following table shows the aging of the Company’s loan portfolio, by segment, at December 31, 2018 (dollars in thousands):

					Greater than
	30-59 Days		60-89 Days		90 Days and
	Past Due		Past Due		still Accruing		PCI		Nonaccrual		Current		Total Loans
Construction and Land Development	$	759	$	6	$	180	$	8,654	$	8,018	$	1,177,204	$	1,194,821
Commercial Real Estate - Owner Occupied		8,755		1,142		3,193		25,644		3,636		1,294,975		1,337,345
Commercial Real Estate - Non-Owner Occupied		338		41		—		17,335		1,789		2,447,907		2,467,410
Multifamily Real Estate		—		146		—		88		—		547,997		548,231
Commercial & Industrial		3,353		389		132		2,156		1,524		1,309,581		1,317,135
Residential 1-4 Family - Commercial		6,619		1,577		1,409		13,707		2,481		687,957		713,750
Residential 1-4 Family - Mortgage		12,049		5,143		2,437		16,766		7,276		556,907		600,578
Auto		3,320		403		195		7		576		297,442		301,943
HELOC		4,611		1,644		440		5,115		1,518		600,055		613,383
Consumer		1,504		1,096		870		32		135		376,057		379,694
Other Commercial		126		—		—		717		—		241,074		241,917
Total loans held for investment	$	41,434	$	11,587	$	8,856	$	90,221	$	26,953	$	9,537,156	$	9,716,207

The following table shows the PCI loan portfolios, by segment and their delinquency status, at June 30, 2019 (dollars in thousands):

	30-89 Days		Greater than
	Past Due		90 Days		Current		Total
Construction and Land Development	$	165	$	1,296	$	10,720	$	12,181
Commercial Real Estate - Owner Occupied		745		3,974		27,909		32,628
Commercial Real Estate - Non-Owner Occupied		116		999		14,640		15,755
Multifamily Real Estate		—		—		92		92
Commercial & Industrial		245		1,081		2,604		3,930
Residential 1-4 Family - Commercial		582		670		11,423		12,675
Residential 1-4 Family - Mortgage		1,423		3,779		12,619		17,821
Auto		—		—		7		7
HELOC		277		361		4,231		4,869
Consumer		—		5		684		689
Other Commercial		—		—		654		654
Total	$	3,553	$	12,165	$	85,583	$	101,301

The following table shows the PCI loan portfolios, by segment and their delinquency status, at December 31, 2018 (dollars in thousands):

	30-89 Days		Greater than
	Past Due		90 Days		Current		Total
Construction and Land Development	$	108	$	1,424	$	7,122	$	8,654
Commercial Real Estate - Owner Occupied		658		4,281		20,705		25,644
Commercial Real Estate - Non-Owner Occupied		61		1,810		15,464		17,335
Multifamily Real Estate		—		—		88		88
Commercial & Industrial		47		1,092		1,017		2,156
Residential 1-4 Family - Commercial		931		3,464		9,312		13,707
Residential 1-4 Family - Mortgage		1,899		2,412		12,455		16,766
Auto		—		—		7		7
HELOC		498		252		4,365		5,115
Consumer		5		9		18		32
Other Commercial		57		—		660		717
Total	$	4,264	$	14,744	$	71,213	$	90,221

The Company measures the amount of impairment by evaluating loans either in their collective homogeneous pools or individually. The following table shows the Company’s impaired loans, excluding PCI loans, by segment at June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019						December 31, 2018
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Loans without a specific allowance
Construction and Land Development	$	6,837	$	8,863	$	—	$	10,290	$	12,038	$	—
Commercial Real Estate - Owner Occupied		10,138		10,433		—		8,386		9,067		—
Commercial Real Estate - Non-Owner Occupied		6,265		6,568		—		6,578		6,929		—
Commercial & Industrial		2,583		2,605		—		3,059		3,251		—
Residential 1-4 Family - Commercial		4,986		5,126		—		4,516		4,576		—
Residential 1-4 Family - Mortgage		8,821		9,455		—		8,504		9,180		—
HELOC		2,205		2,220		—		1,150		1,269		—
Consumer		—		—		—		30		102		—
Other Commercial		—		—		—		478		478		—
Total impaired loans without a specific allowance	$	41,835	$	45,270	$	—	$	42,991	$	46,890	$	—
Loans with a specific allowance
Construction and Land Development	$	877	$	954	$	111	$	372	$	491	$	63
Commercial Real Estate - Owner Occupied		1,723		1,834		104		4,304		4,437		359
Commercial Real Estate - Non-Owner Occupied		565		613		11		391		391		1
Commercial & Industrial		407		430		135		1,183		1,442		752
Residential 1-4 Family - Commercial		4,703		4,850		341		3,180		3,249		185
Residential 1-4 Family - Mortgage		6,985		7,302		612		5,329		5,548		374
Auto		449		668		179		576		830		231
HELOC		1,230		1,340		330		724		807		188
Consumer		186		349		69		178		467		64
Other Commercial		576		577		30		—		—		—
Total impaired loans with a specific allowance	$	17,701	$	18,917	$	1,922	$	16,237	$	17,662	$	2,217
Total impaired loans	$	59,536	$	64,187	$	1,922	$	59,228	$	64,552	$	2,217

The following tables show the average recorded investment and interest income recognized for the Company’s impaired loans, excluding PCI loans, by segment for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2019				June 30, 2019
			Interest				Interest
	Average		Income		Average		Income
	Investment		Recognized		Investment		Recognized
Construction and Land Development	$	7,811	$	13	$	8,167	$	54
Commercial Real Estate - Owner Occupied		12,002		91		12,030		200
Commercial Real Estate - Non-Owner Occupied		6,931		60		6,944		119
Commercial & Industrial		3,038		27		3,081		59
Residential 1-4 Family - Commercial		9,969		73		9,730		138
Residential 1-4 Family - Mortgage		15,986		6		16,057		105
Auto		493		—		520		1
HELOC		3,489		38		3,506		78
Consumer		191		2		195		3
Other Commercial		579		7		583		15
Total impaired loans	$	60,489	$	317	$	60,813	$	772

	Three Months Ended				Six Months Ended
	June 30, 2018				June 30, 2018
			Interest				Interest
	Average		Income		Average		Income
	Investment		Recognized		Investment		Recognized
Construction and Land Development	$	12,572	$	68	$	12,458	$	145
Commercial Real Estate - Owner Occupied		13,130		116		13,262		238
Commercial Real Estate - Non-Owner Occupied		7,187		48		7,496		109
Commercial & Industrial		5,792		57		5,970		130
Residential 1-4 Family - Commercial		7,744		72		7,839		140
Residential 1-4 Family - Mortgage		18,876		63		18,951		163
Auto		1,002		6		1,056		17
HELOC		4,439		34		4,447		69
Consumer		268		2		286		2
Other Commercial		488		7		490		14
Total impaired loans	$	71,498	$	473	$	72,255	$	1,027

The Company considers TDRs to be impaired loans. A modification of a loan’s terms constitutes a TDR if the creditor grants a concession that it would not otherwise consider to the borrower for economic or legal reasons related to the borrower’s financial difficulties. All loans that are considered to be TDRs are evaluated for impairment in accordance with the Company’s allowance for loan loss methodology and are included in the preceding impaired loan tables. For the three and six months ended June 30, 2019, the recorded investment in TDRs prior to modifications was not materially impacted by the modification.

The following table provides a summary, by segment, of TDRs that continue to accrue interest under the terms of the applicable restructuring agreement, which are considered to be performing, and TDRs that have been placed on nonaccrual status, which are considered to be nonperforming, as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019					December 31, 2018
	No. of	Recorded		Outstanding		No. of	Recorded		Outstanding
	Loans	Investment		Commitment		Loans	Investment		Commitment
Performing
Construction and Land Development	4	$	1,953	$	—	5	$	2,496	$	—
Commercial Real Estate - Owner Occupied	8		2,734		26	8		2,783		—
Commercial Real Estate - Non-Owner Occupied	3		4,244		—	4		4,438		—
Commercial & Industrial	2		583		—	4		978		—
Residential 1-4 Family - Commercial	40		3,926		—	30		2,887		—
Residential 1-4 Family - Mortgage	27		5,161		—	30		5,070		—
HELOC	2		57		—	2		58		—
Consumer	2		15		—	1		13		—
Other Commercial	1		471		—	1		478		—
Total performing	89	$	19,144	$	26	85	$	19,201	$	—
Nonperforming
Construction and Land Development	1	$	1,016	$	—	2	$	3,474	$	—
Commercial Real Estate - Owner Occupied	2		185		—	2		198		—
Commercial & Industrial	4		421		—	6		461		—
Residential 1-4 Family - Commercial	—		—		—	1		60		—
Residential 1-4 Family - Mortgage	17		2,854		—	15		3,135		—
HELOC	2		60		—	2		62		—
Consumer	—		—		—	1		7		—
Total nonperforming	26	$	4,536	$	—	29	$	7,397	$	—
Total performing and nonperforming	115	$	23,680	$	26	114	$	26,598	$	—

The Company considers a default of a TDR to occur when the borrower is 90 days past due following the restructure or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended June 30, 2019 and 2018, the Company did not have any material loans that went into default that had been restructured in the twelve-month period prior to the time of default.

The following table shows, by segment and modification type, TDRs that occurred during the three and six months ended June 30, 2019 (dollars in thousands):

	All Restructurings
	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
		Recorded			Recorded
	No. of	Investment at		No. of	Investment at
	Loans	Period End		Loans	Period End
Modified to interest only, at a market rate
Total interest only at market rate of interest	—	$	—	—	$	—
Term modification, at a market rate
Residential 1-4 Family - Commercial	—	$	—	2	$	293
Residential 1-4 Family - Mortgage	1		43	2		80
Consumer	—		—	1		9
Total loan term extended at a market rate	1	$	43	5	$	382
Term modification, below market rate
Residential 1-4 Family - Commercial	8	$	431	13	$	1,358
Residential 1-4 Family - Mortgage	1		52	1		52
Consumer	—		—	1		6
Total loan term extended at a below market rate	9	$	483	15	$	1,416
Total	10	$	526	20	$	1,798

The following table shows, by segment and modification type, TDRs that occurred during the three and six months ended June 30, 2018 (dollars in thousands):

	All Restructurings
	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
		Recorded			Recorded
	No. of	Investment at		No. of	Investment at
	Loans	Period End		Loans	Period End
Modified to interest only, at a market rate
Total interest only at market rate of interest	—	$	—	—	$	—
Term modification, at a market rate
Construction and Land Development	2	$	1,263	2	$	1,263
Commercial Real Estate - Owner Occupied	2		564	5		1,375
Commercial & Industrial	1		63	1		63
Residential 1-4 Family - Commercial	1		72	2		221
Residential 1-4 Family - Mortgage	4		475	5		615
Total loan term extended at a market rate	10	$	2,437	15	$	3,537
Term modification, below market rate
Residential 1-4 Family - Commercial	3	$	608	3	$	608
Residential 1-4 Family - Mortgage	2		248	4		413
Total loan term extended at a below market rate	5	$	856	7	$	1,021
Total	15	$	3,293	22	$	4,558

The following tables show the ALL activity by segment for the six months ended June 30, 2019 and 2018. The tables below include the provision for loan losses. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories (dollars in thousands):

	Six Months Ended June 30, 2019
	Allowance for loan losses
	Balance,		Recoveries		Loans		Provision		Balance,
	beginning of		credited to		charged		charged to		end of
	the year		allowance		off		operations		period
Construction and Land Development	$	6,803	$	97	$	(800)	$	(101)	$	5,999
Commercial Real Estate - Owner Occupied		4,023		54		(231)		235		4,081
Commercial Real Estate - Non-Owner Occupied		8,865		92		—		654		9,611
Multifamily Real Estate		649		85		—		(70)		664
Commercial & Industrial		7,636		681		(1,858)		1,237		7,696
Residential 1-4 Family - Commercial		1,984		127		(267)		148		1,992
Residential 1-4 Family - Mortgage		1,200		219		(37)		136		1,518
Auto		1,443		339		(703)		334		1,413
HELOC		1,297		434		(523)		47		1,255
Consumer and all other(1)		7,145		1,238		(7,454)		7,305		8,234
Total	$	41,045	$	3,366	$	(11,873)	$	9,925	$	42,463

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

	Six Months Ended June 30, 2018
	Allowance for loan losses
	Balance,		Recoveries		Loans		Provision		Balance,
	beginning of		credited to		charged		charged to		end of
	the year		allowance		off		operations		period
Construction and Land Development	$	9,709	$	279	$	(61)	$	(600)	$	9,327
Commercial Real Estate - Owner Occupied		2,931		346		(125)		788		3,940
Commercial Real Estate - Non-Owner Occupied		7,544		7		(94)		295		7,752
Multifamily Real Estate		1,092		5		—		633		1,730
Commercial & Industrial		4,552		260		(459)		2,029		6,382
Residential 1-4 Family - Commercial		4,437		140		(113)		(1,927)		2,537
Residential 1-4 Family - Mortgage		1,524		202		(141)		304		1,889
Auto		975		190		(480)		403		1,088
HELOC		1,360		469		(267)		(263)		1,299
Consumer and all other(1)		4,084		783		(3,799)		4,258		5,326
Total	$	38,208	$	2,681	$	(5,539)	$	5,920	$	41,270

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

The following tables show the loan and ALL balances based on impairment methodology by segment as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019
	Loans individually				Loans collectively				Loans acquired with
	evaluated for				evaluated for				deteriorated credit
	impairment				impairment				quality				Total
	Loans		ALL		Loans		ALL		Loans		ALL		Loans		ALL
Construction and Land Development	$	7,714	$	111	$	1,247,817	$	5,888	$	12,181	$	—	$	1,267,712	$	5,999
Commercial Real Estate - Owner Occupied		11,861		104		1,922,287		3,977		32,628		—		1,966,776		4,081
Commercial Real Estate - Non-Owner Occupied		6,830		11		3,082,238		9,600		15,755		—		3,104,823		9,611
Multifamily Real Estate		—		—		602,023		664		92		—		602,115		664
Commercial & Industrial		2,990		135		2,025,879		7,561		3,930		—		2,032,799		7,696
Residential 1-4 Family - Commercial		9,689		341		779,339		1,651		12,675		—		801,703		1,992
Residential 1-4 Family - Mortgage		15,806		612		816,436		906		17,821		—		850,063		1,518
Auto		449		179		311,402		1,234		7		—		311,858		1,413
HELOC		3,435		330		652,317		925		4,869		—		660,621		1,255
Consumer and all other(1)		762		99		619,939		8,135		1,343		—		622,044		8,234
Total loans held for investment, net	$	59,536	$	1,922	$	12,059,677	$	40,541	$	101,301	$	—	$	12,220,514	$	42,463

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

	December 31, 2018
	Loans individually				Loans collectively				Loans acquired with
	evaluated for				evaluated for				deteriorated credit
	impairment				impairment				quality				Total
	Loans		ALL		Loans		ALL		Loans		ALL		Loans		ALL
Construction and Land Development	$	10,662	$	63	$	1,175,505	$	6,740	$	8,654	$	—	$	1,194,821	$	6,803
Commercial Real Estate - Owner Occupied		12,690		359		1,299,011		3,664		25,644		—		1,337,345		4,023
Commercial Real Estate - Non-Owner Occupied		6,969		1		2,443,106		8,864		17,335		—		2,467,410		8,865
Multifamily Real Estate		—		—		548,143		649		88		—		548,231		649
Commercial & Industrial		4,242		752		1,310,737		6,884		2,156		—		1,317,135		7,636
Residential 1-4 Family - Commercial		7,696		185		692,347		1,799		13,707		—		713,750		1,984
Residential 1-4 Family - Mortgage		13,833		374		569,979		826		16,766		—		600,578		1,200
Auto		576		231		301,360		1,212		7		—		301,943		1,443
HELOC		1,874		188		606,394		1,109		5,115		—		613,383		1,297
Consumer and all other(1)		686		64		620,176		7,081		749		—		621,611		7,145
Total loans held for investment, net	$	59,228	$	2,217	$	9,566,758	$	38,828	$	90,221	$	—	$	9,716,207	$	41,045

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

The Company uses a risk rating system and past due status as the primary credit quality indicators for the loan categories. The risk rating system on a scale of 0 through 9 is used to determine risk level as used in the calculation of the ALL; on those loans without a risk rating, the Company uses past due status to determine risk level. The risk levels, as described below, do not necessarily follow the regulatory definitions of risk levels with the same name. A general description of the characteristics of the risk levels follows:

Pass is determined by the following criteria:

● Risk rated 0 loans have little or no risk and are with General Obligation Municipal Borrowers;

● Risk rated 1 loans have little or no risk and are generally secured by cash or cash equivalents;

● Risk rated 2 loans have minimal risk to well qualified borrowers and no significant questions as to safety;

● Risk rated 3 loans are satisfactory loans with strong borrowers and secondary sources of repayment;

● Risk rated 4 loans are satisfactory loans with borrowers not as strong as risk rated 3 loans and may exhibit a greater degree of financial risk based on the type of business supporting the loan; or

● Loans that are not risk rated but that are 0 to 29 days past due.

Watch & Special Mention is determined by the following criteria:

● Risk rated 5 loans are watch loans that warrant more than the normal level of supervision and have the possibility of an event occurring that may weaken the borrower’s ability to repay;

● Risk rated 6 loans have increasing potential weaknesses beyond those at which the loan originally was granted and if not addressed could lead to inadequately protecting the Company’s credit position; or

● Loans that are not risk rated but that are 30 to 89 days past due.

Substandard is determined by the following criteria:

● Risk rated 7 loans are substandard loans and are inadequately protected by the current sound worth or paying capacity of the obligor or the collateral pledged; these have well defined weaknesses that jeopardize the liquidation of the debt with the distinct possibility the Company will sustain some loss if the deficiencies are not corrected; or

● Loans that are not risk rated but that are 90 to 149 days past due.

Doubtful is determined by the following criteria:

● Risk rated 8 loans are doubtful of collection and the possibility of loss is high but pending specific borrower plans for recovery, its classification as a loss is deferred until its more exact status is determined;

● Risk rated 9 loans are loss loans which are considered uncollectable and of such little value that their continuance as bankable assets is not warranted; or

● Loans that are not risk rated but that are over 149 days past due.

The following table shows the recorded investment in all loans, excluding PCI loans, by segment with their related risk level as of June 30, 2019 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,204,655	$	43,268	$	7,608	$	—	$	1,255,531
Commercial Real Estate - Owner Occupied		1,848,333		65,257		20,558		—		1,934,148
Commercial Real Estate - Non-Owner Occupied		3,042,648		40,760		5,660		—		3,089,068
Multifamily Real Estate		586,626		15,397		—		—		602,023
Commercial & Industrial		1,945,547		79,232		4,090		—		2,028,869
Residential 1-4 Family - Commercial		755,438		26,284		7,306		—		789,028
Residential 1-4 Family - Mortgage		808,797		6,036		17,409		—		832,242
Auto		307,921		2,181		1,749		—		311,851
HELOC		643,778		5,418		6,556		—		655,752
Consumer		381,478		1,121		365		—		382,964
Other Commercial		235,981		1,588		168		—		237,737
Total	$	11,761,202	$	286,542	$	71,469	$	—	$	12,119,213

The following table shows the recorded investment in all loans, excluding PCI loans, by segment with their related risk level as of December 31, 2018 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,130,577	$	43,894	$	11,696	$	—	$	1,186,167
Commercial Real Estate - Owner Occupied		1,231,422		50,939		29,340		—		1,311,701
Commercial Real Estate - Non-Owner Occupied		2,425,500		17,648		6,927		—		2,450,075
Multifamily Real Estate		537,572		10,571		—		—		548,143
Commercial & Industrial		1,273,549		34,864		6,566		—		1,314,979
Residential 1-4 Family - Commercial		677,109		17,086		5,848		—		700,043
Residential 1-4 Family - Mortgage		554,192		14,855		14,765		—		583,812
Auto		296,907		3,590		1,439		—		301,936
HELOC		598,444		6,316		3,508		—		608,268
Consumer		378,873		547		242		—		379,662
Other Commercial		239,857		864		479		—		241,200
Total	$	9,344,002	$	201,174	$	80,810	$	—	$	9,625,986

The following table shows the recorded investment in only PCI loans by segment with their related risk level as of June 30, 2019 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,455	$	4,264	$	6,462	$	—	$	12,181
Commercial Real Estate - Owner Occupied		8,690		10,453		13,485		—		32,628
Commercial Real Estate - Non-Owner Occupied		4,573		9,274		1,908		—		15,755
Multifamily Real Estate		—		92		—		—		92
Commercial & Industrial		109		94		3,727		—		3,930
Residential 1-4 Family - Commercial		6,238		2,998		3,371		68		12,675
Residential 1-4 Family - Mortgage		10,381		269		7,171		—		17,821
Auto		3		—		4		—		7
HELOC		3,502		760		607		—		4,869
Consumer		676		—		13		—		689
Other Commercial		52		602		—		—		654
Total	$	35,679	$	28,806	$	36,748	$	68	$	101,301

The following table shows the recorded investment in only PCI loans by segment with their related risk level as of December 31, 2018 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,835	$	1,308	$	5,511	$	—	$	8,654
Commercial Real Estate - Owner Occupied		8,347		6,685		10,612		—		25,644
Commercial Real Estate - Non-Owner Occupied		4,789		7,992		4,554		—		17,335
Multifamily Real Estate		—		88		—		—		88
Commercial & Industrial		762		134		1,260		—		2,156
Residential 1-4 Family - Commercial		6,512		2,771		4,424		—		13,707
Residential 1-4 Family - Mortgage		9,894		1,030		5,842		—		16,766
Auto		7		—		—		—		7
HELOC		3,438		1,031		646		—		5,115
Consumer		17		—		15		—		32
Other Commercial		57		660		—		—		717
Total	$	35,658	$	21,699	$	32,864	$	—	$	90,221

Loans acquired are originally recorded at fair value, with certain loans being identified as impaired at the date of purchase. The fair values were determined based on the credit quality of the portfolio, expected future cash flows, and timing of those expected future cash flows.

The following shows changes in the accretable yield for loans accounted for under ASC 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality, for the periods presented (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Balance at beginning of period	$	31,201	$	14,563
Additions		2,432		12,225
Accretion		(6,510)		(4,673)
Reclass of nonaccretable difference due to improvement in expected cash flows		716		139
Measurement period adjustment		2,629		2,981
Other, net (1)		2,182		70
Balance at end of period	$	32,650	$	25,305

(1) This line item represents changes in the cash flows expected to be collected due to the impact of non-credit changes such as prepayment assumptions, changes in interest rates on variable rate PCI loans, and discounted payoffs that occurred in the quarter.

The carrying value of the Company’s PCI loan portfolio, accounted for under ASC 310-30, Receivables - Loans and Debt Securities Acquired with Deteriorated Credit Quality, totaled $101.3 million at June 30, 2019 and $90.2 million at December 31, 2018. The outstanding balance of the Company’s PCI loan portfolio totaled $125.6 million at June 30, 2019 and $113.5 million at December 31, 2018. The carrying value of the Company’s acquired performing loan portfolio, accounted for under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs, totaled $3.5 billion at June 30, 2019 and $2.0 billion at December 31, 2018; the remaining discount on these loans totaled $58.6 million at June 30, 2019 and $30.3 million at December 31, 2018.

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INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

5. INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. The Company has determined that core deposit intangibles have finite lives and amortizes them over their estimated useful lives. Core deposit intangibles are being amortized over the period of expected benefit, which ranges from 1 to 10 years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from 5 to 10 years, using various methods. Refer to Note 2 "Acquisitions" for further information regarding intangible assets.

In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews the carrying value of indefinite lived intangible assets at least annually or more frequently if certain impairment indicators exist. The Company performed its annual impairment testing in the second quarter of 2019 and determined that there was no impairment to its goodwill or intangible assets. In the second quarter of 2018 the Company wrote off goodwill in the amount of $864,000 in connection with the wind down of UMG, which is included in discontinued operations.

Amortization expense of intangibles for the three and six months ended June 30, 2019 totaled $4.9 million and $9.2 million, respectively; and for the three and six months ended June 30, 2018 totaled $3.2 million and $6.4 million, respectively.

As of June 30, 2019, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

For the remaining six months of 2019	$	9,306
2020		16,483
2021		13,874
2022		11,490
2023		9,687
Thereafter		22,136
Total estimated amortization expense	$	82,976

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LEASES

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

LEASES

6. LEASES

The Company leases branch locations, office space, land, and equipment. The Company determines if an arrangement is a lease at inception. As of June 30, 2019, all leases have been classified as operating leases with approximately 160 non-cancellable operating leases where the Company is the lessee. The Company does not have any material arrangements where the Company is the lessor or in a sublease contract.

Operating leases have been reported on the Company’s Consolidated Balance Sheet as an operating ROU Asset within Other Assets and an operating lease liability within Other Liabilities. The ROU Asset represents the Company’s right to use an underlying asset over the course of the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the commencement date based on the present value of the remaining lease payments, discounted using the incremental borrowing rate. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating ROU Asset is recognized at commencement date based on the initial measurement of the lease liability, any lease payments made excluding lease incentives, and any initial direct costs incurred.

Total lease expenses are recorded in Occupancy Expense on the Company’s Consolidated Statement of Income. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Most of the Company’s leases include one or more options to renew, however, the Company is not reasonably certain to exercise those options and therefore does not include the renewal options in the measurement of the ROU Asset and lease liabilities.

Leases where the Company is a lessee are primarily for real estate leases with remaining lease terms of up to 30 years. The Company’s real estate lease agreements do not contain restrictive covenants or residual value guarantees. At June 30, 2019, the total ROU Asset was $57.1 million and total operating lease liabilities were $69.4 million. Total operating lease expenses for the three and six months ended June 30, 2019 were $3.1 million and $6.1 million, respectively.

As of June 30, 2019, the Company had no operating leases that have not yet commenced and no sales leaseback transactions.

Maturities of operating lease liabilities as of June 30, 2019 are as follows for the years ending (dollars in thousands):

For the remaining six months of 2019	$	6,729
2020		12,329
2021		10,639
2022		9,840
2023		8,978
2024		7,718
Thereafter		24,557
Total future lease payments		80,790
Less: Interest		11,392
Present value of lease liabilities	$	69,398

Other lease information is as follows (dollars in thousands):

	June 30, 2019
Lease Term and Discount Rate of Operating leases:
Weighted-average remaining lease term (years)		8.66
Weighted-average discount rate (1)		3.05	%
Cash paid for amounts included in measurement of lease liabilities:
Operating Cash Flows from Operating Leases	$	6,880
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		3,619

(1) An incremental borrowing rate is used based on information available at commencement date of lease.

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BORROWINGS

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

BORROWINGS

7. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit. Also included in total short-term borrowings are securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold.

Total short-term borrowings consist of the following as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30,			December 31,
	2019			2018
Securities sold under agreements to repurchase	$	70,870		$	39,197
Federal Funds Purchased		45,000			—
FHLB Advances		573,050			1,043,600
Other short-term borrowings		—			5,000
Total short-term borrowings	$	688,920		$	1,087,797
Maximum month-end outstanding balance	$	1,201,143		$	1,087,797
Average outstanding balance during the period		998,976			968,014
Average interest rate (during the period)		2.45	%		1.91	%
Average interest rate at end of period		2.29	%		2.43	%

The Bank maintains federal funds lines with several correspondent banks, the remaining available balance of which was $557.0 million and $382.0 million at June 30, 2019 and December 31, 2018, respectively. The Company maintains an alternate line of credit at a correspondent bank, the available balance of which was $25.0 million at both June 30, 2019 and December 31, 2018. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and is considered to be in compliance with such covenants as of June 30, 2019. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $5.1 billion and $4.0 billion at June 30, 2019 and December 31, 2018, respectively.

Long-term Borrowings

In connection with several previous bank acquisitions, the Company issued and acquired trust preferred capital notes of $58.5 million and $87.0 million, respectively. Most recently, in connection with the acquisition of Access on February 1, 2019, the Company acquired additional trust preferred capital notes totaling $5.0 million. The remaining fair value discount on all acquired trust preferred capital notes was $15.3 million at June 30, 2019.

The trust preferred capital notes currently qualify for Tier 2 capital of the Company for regulatory purposes. Trust preferred capital notes consist of the following as of June 30, 2019:

	Trust
	Preferred
	Capital				Spread to
	Securities (1)		Investment (1)		3-Month LIBOR		Rate (2)		Maturity
Trust Preferred Capital Note - Statutory Trust I	$	22,500,000	$	696,000	2.75	%	5.07	%	6/17/2034
Trust Preferred Capital Note - Statutory Trust II		36,000,000		1,114,000	1.40	%	3.72	%	6/15/2036
VFG Limited Liability Trust I Indenture		20,000,000		619,000	2.73	%	5.05	%	3/18/2034
FNB Statutory Trust II Indenture		12,000,000		372,000	3.10	%	5.42	%	6/26/2033
Gateway Capital Statutory Trust I		8,000,000		248,000	3.10	%	5.42	%	9/17/2033
Gateway Capital Statutory Trust II		7,000,000		217,000	2.65	%	4.97	%	6/17/2034
Gateway Capital Statutory Trust III		15,000,000		464,000	1.50	%	3.82	%	5/30/2036
Gateway Capital Statutory Trust IV		25,000,000		774,000	1.55	%	3.87	%	7/30/2037
MFC Capital Trust II		5,000,000		155,000	2.85	%	5.17	%	1/23/2034
Total	$	150,500,000	$	4,659,000

(1) The total of the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other Assets" on the Company’s Consolidated Balance Sheets.

(2) Rate as of June 30, 2019.

During the fourth quarter of 2016, the Company issued $150.0 million of fixed-to-floating rate subordinated notes with an initial fixed interest rate of 5.00% through December 15, 2021. The interest rate then changes to a floating rate of LIBOR plus 3.175% through its maturity date on December 15, 2026. In connection with the acquisition of Xenith on January 1, 2018, the Company acquired $8.5 million of subordinated notes with a fair value premium of $259,000, which was $103,000 at June 30, 2019. The acquired subordinated notes have a fixed interest rate of 6.75% and a maturity date of June 30, 2025. At  June 30, 2019 and December 31, 2018, the contractual principal reported for subordinated notes was $158.5 million; remaining issuance discount as of June 30, 2019 and December 31, 2018 is $1.5 million and $1.6 million, respectively. The subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with the acquired subordinated notes and is considered to be in compliance with these covenants as of June 30, 2019.

On August 23, 2012, the Company modified its fixed rate FHLB advances to floating rate advances, which resulted in reducing the Company’s FHLB borrowing costs. In connection with this modification, the Company incurred a prepayment penalty of $19.6 million on the original advances, which is included as a component of long-term borrowings on the Company’s Consolidated Balance Sheet. In accordance with ASC 470-50, Modifications and Extinguishments, the Company is amortizing this prepayment penalty over the term of the modified advances using the effective rate method. The amortization expense is included as a component of interest expense on long-term borrowings on the Company’s Consolidated Statements of Income. Amortization expense for the three and six months ended June 30, 2019 and 2018 was $501,562 and $994,000 and $490,000 and $971,000 respectively.

As of June 30, 2019, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):

	Spread to
	3-Month		Interest
Long-term Type	LIBOR		Rate (1)		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	2.76	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		65,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		10,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		10,000
Convertible Flipper	(0.50)	%	1.82	%	5/15/2024		200,000
Convertible Flipper	(0.75)	%	1.57	%	5/22/2029		150,000
Convertible Flipper	(0.75)	%	1.57	%	5/30/2029		50,000
Convertible Flipper	(0.75)	%	1.57	%	6/21/2029		100,000
Fixed Rate Convertible	-		1.78	%	10/26/2028		200,000
Fixed Rate Hybrid	-		2.37	%	10/10/2019		25,000
Fixed Rate Hybrid	-		1.58	%	5/18/2020		20,000
Fixed Rate Hybrid	-		2.65	%	10/24/2019		25,000
Fixed Rate Credit	-		1.54	%	10/2/2020		10,000
Fixed Rate Credit	-		1.32	%	10/2/2019		10,000
						$	930,000

(1) Interest rates calculated using non-rounded numbers.

As of December 31, 2018, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):

	Spread to
	3-Month		Interest
Long-term Type	LIBOR		Rate (1)		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	3.25	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		65,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		10,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		10,000
Fixed Rate Convertible	-		1.78	%	10/26/2028		200,000
Fixed Rate Hybrid	-		2.37	%	10/10/2019		25,000
Fixed Rate Hybrid	-		1.58	%	5/18/2020		20,000
						$	385,000

(1) Interest rates calculated using non-rounded numbers.

For information on the carrying value of loans and securities pledged as collateral on FHLB advances as of June 30, 2019 and December 31, 2018, refer to Note 8 "Commitments and Contingencies."

As of June 30, 2019, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

	Trust
	Preferred						Fair Value
	Capital		Subordinated		FHLB		Premium		Prepayment		Total Long-term
	Notes		Debt		Advances		(Discount) (1)		Penalty		Borrowings
For the remaining six months of 2019	$	—	$	—	$	60,000	$	(321)	$	(1,024)	$	58,655
2020		—		—		30,000		(834)		(2,074)		27,092
2021		—		—		—		(1,008)		(2,119)		(3,127)
2022		—		—		140,000		(1,030)		(1,707)		137,263
2023		—		—		—		(1,053)		—		(1,053)
Thereafter		155,159		158,500		700,000		(12,238)		—		1,001,421
Total long-term borrowings	$	155,159	$	158,500	$	930,000	$	(16,484)	$	(6,924)	$	1,220,251

(1) Includes discount on issued subordinated notes.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

Litigation Matters

In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on the business, financial condition, or results of operations of the Company.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheet. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet financial instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss rates, current economic conditions, risk ratings, and past due status among other factors in the consideration of whether credit losses are inherent in the Company’s off-balance sheet commitments to extend credit. The Company also records an indemnification reserve that includes balances relating to mortgage loans previously sold based on historical statistics and loss rates. As of June 30, 2019 and December 31, 2018, the Company’s reserves for off-balance sheet credit risk and indemnification were $2.8 million and $1.4 million, respectively. Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

The following table presents the balances of commitments and contingencies (dollars in thousands):

	June 30, 2019		December 31, 2018
Commitments with off-balance sheet risk:
Commitments to extend credit (1)	$	3,701,710	$	3,167,085
Standby letters of credit		193,857		167,597
Total commitments with off-balance sheet risk	$	3,895,567	$	3,334,682
(1) Includes unfunded overdraft protection.

The Company must maintain a reserve against its deposits in accordance with Regulation D of the Federal Reserve Act. For the final weekly reporting period in the period ended June 30, 2019, the aggregate amount of daily average required reserves was approximately $41.2 million and was satisfied by deposits maintained with the Federal Reserve Bank.

As of June 30, 2019, the Company had approximately $101.2 million in deposits in other financial institutions, of which $78.9 million served as collateral for cash flow and loan swap derivatives. The Company had approximately $20.0 million in deposits in other financial institutions that were uninsured at June 30, 2019. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

For asset/liability management purposes, the Company uses interest rate swap agreements to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. Refer to Note 9 “Derivatives” for additional information.

As part of the Company’s liquidity management strategy, it pledges collateral to secure various financing and other activities that occur during the normal course of business. The following tables present the types of collateral pledged, at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Pledged Assets as of June 30, 2019
			AFS		HTM
	Cash		Securities (1)		Securities (1)		Loans (2)		Total
Public deposits	$	—	$	469,717	$	286,415	$	—	$	756,132
Repurchase agreements		—		90,445		7,726		—		98,171
FHLB advances		—		67,280		—		3,808,693		3,875,973
Derivatives		78,883		1,581		—		—		80,464
Other purposes		—		106,466		11,967		—		118,433
Total pledged assets	$	78,883	$	735,489	$	306,108	$	3,808,693	$	4,929,173
(1) Balance represents market value.
(2) Balance represents book value.

	Pledged Assets as of December 31, 2018
			AFS		HTM
	Cash		Securities (1)		Securities (1)		Loans (2)		Total
Public deposits	$	—	$	293,169	$	7,407	$	—	$	300,576
Repurchase agreements		—		55,269		—		—		55,269
FHLB advances		—		488		—		3,337,289		3,337,777
Derivatives		13,509		1,938		—		—		15,447
Other purposes		—		23,217		—		—		23,217
Total pledged assets	$	13,509	$	374,081	$	7,407	$	3,337,289	$	3,732,286
(1) Balance represents book value.
(2) Balance represents market value.

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DERIVATIVES

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

9. DERIVATIVES

The Company is exposed to economic risks arising from its business operations and uses derivatives primarily to manage risk associated with changing interest rates, and to assist customers with their risk management objectives. The Company designates certain derivatives as hedging instruments in a qualifying hedge accounting relationship (cash flow or fair value hedge). The remaining are classified as free-standing derivatives consisting of customer accommodation loan swaps and interest rate lock commitments that do not qualify for hedge accounting.

Derivatives Counterparty Credit Risk

Derivative instruments contain an element of credit risk that arises from the potential failure of a counterparty to perform according to the terms of the contract. The Company’s exposure to derivative counterparty credit risk, at any point in time, is equal to the amount reported as a derivative asset on the Company’s Consolidated Balance Sheets, assuming no recoveries of underlying collateral.

Effective January 1, 2019, as required under the Dodd-Frank Act, the Company clears eligible derivative transactions through CCPs such as the CME and LCH, which are often referred to as “central clearinghouses”. The Company clears certain OTC derivatives with central clearinghouses through FCMs as part of the regulatory requirement. The use of the CCPs and the FCMs reduces the Company’s bilateral counterparty credit exposures while it increases the Company’s credit exposures to CCPs and FCMs. The Company is required by CCPs to post initial and variation margin to mitigate the risk of non-payment through the Company’s FCMs. The Company’s FCM agreements governing these derivative transactions generally include provisions that may require the Company to post more collateral or otherwise change terms in the Company’s agreements under certain circumstances. For CME and LCH-cleared OTC derivatives, the Company characterizes variation margin cash payments as settlements.

The Company also enters into legally enforceable master netting agreements and collateral agreements, where possible, with certain derivative counterparties to mitigate the risk of default on a bilateral basis. These bilateral agreements typically provide the right to offset exposures and require one counterparty to post collateral on derivative instruments in a net liability position to the other counterparty.

Cash Flow Hedges

The Company designates derivatives as cash flow hedges when they are used to manage exposure to variability in cash flows related to forecasted transactions on variable rate borrowings, such as trust preferred capital notes, FHLB borrowings, and prime commercial loans. The Company uses interest rate swap agreements as part of its hedging strategy by exchanging a notional amount, equal to the principal amount of the borrowings or commercial loans, for fixed-rate interest based on benchmarked interest rates. The original terms and conditions of the interest rate swaps vary and range in length with a maximum hedging time through November 2022. Amounts receivable or payable are recognized as accrued under the terms of the agreements.

All swaps were entered into with counterparties that met the Company’s credit standards, and the agreements contain collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in the contract is not significant.

The Company assesses the effectiveness of each hedging relationship on a periodic basis using statistical regression analysis. The Company also measures the ineffectiveness of each hedging relationship using the change in variable cash flows method which compares the cumulative changes in cash flows of the hedging instrument relative to cumulative changes in the hedged item’s cash flows. In accordance with ASC 815, Derivatives and Hedging, the effective portions of the derivatives’ unrealized gains or losses are recorded as a component of other comprehensive income. Based on the Company’s assessment, its cash flow hedges are highly effective.

Fair Value Hedge

Derivatives are designated as fair value hedges when they are used to manage exposure to changes in the fair value of certain financial assets and liabilities, referred to as the hedged items, which fluctuate in value as a result of movements in interest rates.

Loans: During the normal course of business, the Company enters into swap agreements to convert certain long-term fixed-rate loans to floating rates to hedge the Company’s exposure to interest rate risk. The Company pays a fixed interest rate to the counterparty and receives a floating rate from the same counterparty calculated on the aggregate notional amount. For the periods ended June 30, 2019 and December 31, 2018, the aggregate notional amount of the related hedged items for certain long-term fixed rate loans totaled $85.5 million and $87.6 million, respectively, and the fair value of the related hedged items was an unrealized loss of $1.7 million and $1.6 million, respectively.

AFS Securities: During the fourth quarter 2018, the Company entered into a swap agreement to hedge the interest rate risk on a portion of its fixed rate available for sale securities. For the periods ended June 30, 2019 and December 31, 2018, the aggregate notional amount of the related hedged items of the available for sale securities totaled $50 million and the fair value of the related hedged items was an unrealized loss of $4.1 million and $1.4 million, respectively.

The Company applies hedge accounting in accordance with ASC 815, Derivatives and Hedging, and the fair value hedge and the underlying hedged item, attributable to the risk being hedged, are recorded at fair value with unrealized gains and losses being recorded on the Company’s Consolidated Statements of Income. Statistical regression analysis is used to assess hedge effectiveness, both at inception of the hedging relationship and on an ongoing basis. The regression analysis involves regressing the periodic change in fair value of the hedging instrument against the periodic changes in fair value of the asset being hedged due to changes in the hedged risk. The Company’s fair value hedges continue to be highly effective and had no material impact on the Consolidated Statements of Income, but if any ineffectiveness exists, portions of the unrealized gains or losses would be recorded in interest income or interest expense on the Company’s Consolidated Statements of Income.

Loan Swaps

During the normal course of business, the Company enters into interest rate swap loan relationships (“loan swaps”) with borrowers to meet their financing needs. Upon entering into the loan swaps, the Company enters into offsetting positions with a third party in order to minimize interest rate risk. These back-to-back loan swaps qualify as financial derivatives with fair values as reported in “Other Assets” and “Other Liabilities” on the Company’s Consolidated Balance Sheets.

Mortgage Banking Derivatives

During the normal course of business, the Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (“rate lock commitments”). The Company commits to deliver the loan if settlement occurs ("best efforts") or commits to deliver the locked loan in a binding ("mandatory") delivery program with an investor. Certain loans under interest rate lock commitments are covered under forward sales contracts of MBS. Rate lock commitments on mortgage loans that are intended to be sold in the secondary market and commitments to deliver loans to investors are considered to be derivatives. The Company uses these derivatives as part of an overall strategy to manage market risk primarily due to fluctuations in interest rates, and to capture improved margins resulting from the mandatory delivery of loans. Mortgage banking derivatives as of June 30, 2019 did not have a material impact on the Company’s Consolidated Financial Statements.

The market values of rate lock commitments and best efforts forward delivery commitments is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Company determines the fair value of rate lock commitments, delivery contracts, and forward sales contracts of MBS by measuring the change in the value of the underlying asset, while taking into consideration the probability that the rate lock commitments will close or will be funded. Certain risks arise from the forward delivery contracts in that the counterparties to the contracts may not be able to meet the terms of the contracts. Additional risks inherent in mandatory delivery programs include the risk that, if the Company does not close the loans subject to rate lock commitments, it will still be obligated to deliver MBS to the counterparty under the forward sales agreement.

The following table summarizes key elements of the Company’s derivative instruments as of June 30, 2019 and December 31, 2018, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):

	June 30, 2019						December 31, 2018
			Derivative (2)						Derivative (2)
	Notional or						Notional or
	Contractual						Contractual
	Amount (1)		Assets		Liabilities		Amount (1)		Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Cash flow hedges	$	252,500	$	—	$	9,332	$	152,500	$	—	$	4,786
Fair value hedges		135,455		284		6,077		137,596		1,872		1,684
Derivatives not designated as accounting hedges:
Loan Swaps :
Pay fixed - receive floating interest rate swaps		1,131,321		646		48,392		878,446		10,120		9,306
Pay floating - receive fixed interest rate swaps		1,131,321		48,392		646		878,446		9,306		10,120

(1) Notional amounts are not recorded on the Company’s Consolidated Balance Sheet and are generally used only as a basis on which interest and other payments are determined.

(2) Balances represent fair value of derivative financial instruments.

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019				December 31, 2018
			Cumulative				Cumulative
			Amount of Basis				Amount of Basis
			Adjustments				Adjustments
			Included in the				Included in the
	Carrying Amount		Carrying		Carrying Amount		Carrying
	of Hedged		Amount of the		of Hedged		Amount of the
	Assets/(Liabilities)		Hedged		Assets/(Liabilities)		Hedged
	Amount (1)		Assets/(Liabilities)		Amount (1)		Assets/(Liabilities)
Line items on the Consolidated Balance Sheets in which the hedged item is included:
Securities available-for-sale (1) (2)	$	219,275	$	4,088	$	224,241	$	1,399
Loans		85,455		1,719		87,596		(1,572)

(1)  These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. For the periods ended June 30, 2019 and December 31, 2018, the amortized cost basis of this portfolio was $219 million and $224 million, respectively and the cumulative basis adjustment associated with this hedge was $4.1 million and $1.4 million, respectively. The amount of the designated hedged item was $50 million.

(2)  Carrying value represents amortized cost.

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STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

STOCKHOLDERS' EQUITY

10. STOCKHOLDERS’ EQUITY

Serial Preferred Stock

The Company has the authority to issue up to 500,000 shares of serial preferred stock with a par value of $10.00 per share. As of June 30, 2019 and December 31, 2018, the Company had no shares issued or outstanding.

Accumulated Other Comprehensive Income (Loss)

The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 is summarized as follows, net of tax (dollars in thousands):

			Unrealized Gains
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses) on
	Securities		HTM		Flow Hedge		BOLI		Total
Balance - March 31, 2019	$	14,047	$	90	$	(4,733)	$	(1,007)	$	8,397
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification		22,151		—		(2,595)		—		19,556
Amounts reclassified from AOCI into earnings		(73)		(5)		173		19		114
Net current period other comprehensive income (loss)		22,078		(5)		(2,422)		19		19,670
Balance - June 30, 2019	$	36,125	$	85	$	(7,155)	$	(988)	$	28,067

			Unrealized Gains
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses) on
	Securities		HTM		Flow Hedge		BOLI		Total
Balance - December 31, 2018	$	(5,949)	$	95	$	(3,393)	$	(1,026)	$	(10,273)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification		42,233		—		(4,055)		—		38,178
Amounts reclassified from AOCI into earnings		(159)		(10)		293		38		162
Net current period other comprehensive income (loss)		42,074		(10)		(3,762)		38		38,340
Balance - June 30, 2019	$	36,125	$	85	$	(7,155)	$	(988)	$	28,067

The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2018 is summarized as follows, net of tax (dollars in thousands):

			Unrealized Gain
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses)
	Securities		HTM		Flow Hedge		on BOLI		Total
Balance - March 31, 2018	$	(11,485)	$	2,406	$	(2,148)	$	(1,083)	$	(12,310)
Transfers of HTM securities to AFS securities (1)		2,785		(2,785)		—		—		—
Cumulative effects from adoption of new accounting standard (2)		404		583		(1,094)		—		(107)
Other comprehensive income (loss):										—
Other comprehensive income (loss) before reclassification (1)		(2,586)		—		675		—		(1,911)
Amounts reclassified from AOCI into earnings		69		(99)		294		19		283
Net current period other comprehensive income (loss)		(2,517)		(99)		969		19		(1,628)
Balance - June 30, 2018	$	(10,813)	$	105	$	(2,273)	$	(1,064)	$	(14,045)

(1) During the second quarter of 2018, the Company adopted ASU No. 2017-12. As part of this adoption, the Company made a one-time election to transfer eligible HTM securities to the AFS category. The transfer of these securities resulted in an increase of approximately $400,000 to AOCI and is included as unrealized gains (losses) on AFS securities above.

(2) During the second quarter of 2018, the Company adopted ASU No. 2018-02, which resulted in a reclassification of these amounts from AOCI to retained earnings.

			Unrealized Gain
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses)
	Securities		HTM		Flow Hedge		on BOLI		Total
Balance - December 31, 2017	$	1,874	$	2,705	$	(4,361)	$	(1,102)	$	(884)
Transfers of HTM securities to AFS securities (1)		2,785		(2,785)		—		—		—
Cumulative effects from adoption of new accounting standard (2)		404		583		(1,094)		—		(107)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification (1)		(15,777)		—		2,639		—		(13,138)
Amounts reclassified from AOCI into earnings		(99)		(398)		543		38		84
Net current period other comprehensive income (loss)		(15,876)		(398)		3,182		38		(13,054)
Balance - June 30, 2018	$	(10,813)	$	105	$	(2,273)	$	(1,064)	$	(14,045)

(1) During the second quarter of 2018, the Company adopted No. ASU 2017-12. As part of this adoption, the Company made a one-time election to transfer eligible HTM securities to the AFS category. The transfer of these securities resulted in an increase of approximately $400,000 to AOCI and is included as unrealized gains (losses) on AFS securities above.

(2) During the second quarter of 2018, the Company adopted No. ASU 2018-02, which resulted in a reclassification of these amounts from AOCI to retained earnings. 

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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

11. FAIR VALUE MEASUREMENTS

The Company follows ASC 820, Fair Value Measurements and Disclosures, to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

Level 1  Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2  Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

Level 3  Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

Derivative instruments

As discussed in Note 9 “Derivatives”, the Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities. The Company has contracted with a third party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third party valuations are validated by the Company using Bloomberg Valuation Service’s derivative pricing functions. No material differences were identified during the validation as of June 30, 2019 and December 31, 2018. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities. Mortgage banking derivatives as of June 30, 2019 did not have a material impact on the Company’s Consolidated Financial Statements.

During the ordinary course of business, the Company enters into interest rate lock commitments related to the origination of mortgage loans held for sale, as well as best efforts or mandatory delivery programs and forward sales contracts of MBS. These instruments are used to mitigate interest rate risk. The Company determines the fair value of these instruments by measuring the fair value of the underlying asset, which in turn is based on quoted prices for similar loans in the secondary market. This value, however, is adjusted by a pull-through rate applied at the loan level, which considers the likelihood that the loan in a lock position will ultimately close. The pull-through rate is derived from the Company’s internal data, as well as input from third party sources, and is adjusted using significant management judgment. It is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock. As such, interest rate lock commitments are classified as Level 3. An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in positive fair value adjustments, while a decrease in the pull-through rate will result in a negative fair value adjustment. As of June 30, 2019, the weighted average pull-through rate was approximately 90%. As a result of the UMG wind-down, at December 31, 2018, the Company had no interest rate locks.

AFS Securities

AFS securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity, then the security would fall to the lowest level of the hierarchy (Level 3).

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is IDC, which evaluates securities based on market data. IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses Bloomberg Valuation Service, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2019 and December 31, 2018.

The carrying value of restricted Federal Reserve Bank and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the table below.

Loans Held for Sale

Loans held for sale are carried at fair value. These loans currently consist of residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are recorded in current period earnings as a component of "Mortgage banking income, net" on the Company’s Consolidated Statements of Income.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
AFS securities:
U.S. government and agency securities	$	—	$	4,480	$	—	$	4,480
Obligations of states and political subdivisions		—		509,747		—		509,747
Corporate and other bonds		—		206,313		—		206,313
Mortgage-backed securities		—		1,275,405		—		1,275,405
Other securities		—		3,549		—		3,549
Loans held for sale		—		62,908		—		62,908
Derivatives:
Interest rate swap		—		49,038		—		49,038
Fair value hedges		—		284		—		284
LIABILITIES
Derivatives:
Interest rate swap	$	—	$	49,038	$	—	$	49,038
Cash flow hedges		—		9,332		—		9,332
Fair value hedges		—		6,077		—		6,077

	Fair Value Measurements at December 31, 2018 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
AFS securities:
Obligations of states and political subdivisions	$	—	$	468,491	$	—	$	468,491
Corporate and other bonds		—		167,696		—		167,696
Mortgage-backed securities		—		1,129,865		—		1,129,865
Other securities		—		8,769		—		8,769
Derivatives:
Interest rate swap		—		19,426		—		19,426
Fair value hedges		—		1,872		—		1,872
LIABILITIES
Derivatives:
Interest rate swap	$	—	$	19,426	$	—	$	19,426
Cash flow hedges		—		4,786		—		4,786
Fair value hedges		—		1,684		—		1,684

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis in accordance with U.S. GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements.

Impaired loans

Loans are designated as impaired when, in the judgment of management based on current information and events, it is probable that all amounts due according to the contractual terms of the loan agreements will not be collected. The measurement of loss associated with impaired loans can be based on either the observable market price of the loan or the fair value of the collateral. Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is solely from the underlying value of the collateral. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the Company’s collateral is real estate. The value of real estate collateral is determined utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. When evaluating the fair value, management may discount the appraisal further if, based on their understanding of the market conditions, it is determined the collateral is further impaired below the appraised value (Level 3). At June 30, 2019 and December 31, 2018, the Level 3 weighted average adjustments related to impaired loans were 0.0% and 5.3%, respectively. The value of business equipment is based upon an outside appraisal, of one year or less, if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Collateral dependent impaired loans allocated to the ALL are measured at fair value on a nonrecurring basis. Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Company’s Consolidated Statements of Income.

Foreclosed Properties & Former Bank Premises

Foreclosed properties and former bank premises are evaluated for impairment at least quarterly by the Bank’s Special Asset Loan Committee and any necessary write downs to fair values are recorded as impairment and included as a component of noninterest expense. Foreclosed properties and former bank premises are carried at fair value less selling costs. Fair value is based upon independent market prices, appraised values of the collateral, or management’s estimation of the value of the collateral. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the foreclosed asset as Level 3 valuation. The Level 3 weighted average adjustments related to foreclosed property were approximately 3.7% for both June 30, 2019 and December 31, 2018. At June 30, 2019 and December 31, 2018, there were no Level 3 weighted average adjustments related to former bank premises.

Total valuation expenses related to foreclosed properties for the three and six months ended June 30, 2019 and 2018 totaled $433,000, $484,000, $383,000 and $1.1 million, respectively. Total valuation expenses related to former bank premises for the three and six months ended June 30, 2019 totaled $368,000. There were no valuation expenses related to former bank premises for the three and six months ended June 30, 2018.

The following tables summarize the Company’s financial assets that were measured at fair value on a nonrecurring basis at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Impaired loans	$	—	$	—	$	—	$	—
Foreclosed properties		—		—		6,506		6,506
Former bank premises		—		—		6,908		6,908

	Fair Value Measurements at December 31, 2018 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Impaired loans	$	—	$	—	$	3,734	$	3,734
Foreclosed properties		—		—		6,722		6,722
Former bank premises		—		—		2,090		2,090

Fair Value of Financial Instruments

ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Cash and Cash Equivalents

For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

HTM Securities

The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third party portfolio accounting service vendor for valuation of its securities portfolio. The vendor’s primary source for security valuation is IDC, which evaluates securities based on market data. IDC utilizes evaluated pricing models that vary by asset class and include available trade, bid, and other market information. Generally, the methodology includes broker quotes, proprietary models, vast descriptive terms and conditions databases, as well as extensive quality control programs.

The vendor utilizes proprietary valuation matrices for valuing all municipals securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance, and rating to incorporate additional spreads to the industry benchmark curves.

The Company primarily uses Bloomberg Valuation Service, an independent information source that draws on quantitative models and market data contributed from over 4,000 market participants, to validate third party valuations. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2019 and December 31, 2018. The Company’s level 3 securities are a result of the Access acquisition and are comprised of asset-backed securities and municipal bonds. Valuations of the asset-backed securities are provided by a third party vendor specializing in the SBA markets, and are based on underlying loan pool information, market data, and recent trading activity for similar securities. Valuations of the municipal bonds are provided by a third party vendor that specializes in hard-to-value securities, and are based on a discounted cash flow model and considerations for the complexity of the instrument, likelihood it will be called and credit ratings. The Company reviews the valuation of both security types for reasonableness in the context of market conditions and to similar bonds in the Company’s portfolio. Any material differences between valuation sources are researched by further analyzing the various inputs that are utilized by each pricing source. No material differences were identified during the validation as of June 30, 2019.

Loans

With the adoption of ASU No. 2016-01 in 2018, the fair value of loans at June 30, 2019 were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the loans. Beginning in the first quarter of 2019, the fair value of performing loans were estimated by utilizing two data sources for the selection of discount rates: either the recent origination rates from the Company over a 12-month period or an index to use recent originations from the market over a three-month period. At December 31, 2018, the fair value of performing loans were estimated by discounting expected future cash flows using a yield curve that was constructed by adding a loan spread to a market yield curve. Loan spreads were based on spreads observed in the market for loans of similar type and structure.

Fair value for impaired loans and their respective level within the fair value hierarchy are described in the previous disclosure related to fair value measurements of assets that are measured on a nonrecurring basis.

BOLI

The carrying value of BOLI approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

Deposits

The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Accrued Interest

The carrying amounts of accrued interest approximate fair value.

The carrying values and estimated fair values of the Company’s financial instruments at June 30, 2019 and December 31, 2018 are as follows (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable		Total Fair
			Identical Assets		Inputs		Inputs		Value
	Carrying
	Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	320,478	$	320,478	$	—	$	—	$	320,478
AFS securities		1,999,494		—		1,999,494		—		1,999,494
HTM securities		558,503		—		579,082		18,493		597,575
Restricted stock		145,859		—		145,859		—		145,859
Loans held for sale		62,908		—		62,908		—		62,908
Net loans		12,178,051		—		—		12,021,785		12,021,785
Derivatives:
Interest rate swap		49,038		—		49,038		—		49,038
Fair value hedges		284		—		284		—		284
Accrued interest receivable		58,060		—		58,060		—		58,060
BOLI		318,734		—		318,734		—		318,734
LIABILITIES
Deposits	$	12,515,544	$	—	$	12,550,655	$	—	$	12,550,655
Borrowings		1,909,171		—		1,879,214		—		1,879,214
Accrued interest payable		7,545		—		7,545		—		7,545
Derivatives:
Interest rate swap		49,038		—		49,038		—		49,038
Cash flow hedges		9,332		—		9,332		—		9,332
Fair value hedges		6,077		—		6,077		—		6,077

	Fair Value Measurements at December 31, 2018 using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable		Total Fair
			Identical Assets		Inputs		Inputs		Value
	Carrying
	Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	261,199	$	261,199	$	—	$	—	$	261,199
AFS securities		1,774,821		—		1,774,821		—		1,774,821
HTM securities		492,272		—		499,501		—		499,501
Restricted stock		124,602		—		124,602		—		124,602
Net loans		9,675,162		—		—		9,534,717		9,534,717
Derivatives:
Interest rate swap		19,426		—		19,426		—		19,426
Fair value hedges		1,872		—		1,872		—		1,872
Accrued interest receivable		46,062		—		46,062		—		46,062
BOLI		263,034		—		263,034		—		263,034
LIABILITIES
Deposits	$	9,970,960	$	—	$	9,989,788	$	—	$	9,989,788
Borrowings		1,756,278		—		1,742,038		—		1,742,038
Accrued interest payable		5,284		—		5,284		—		5,284
Derivatives:
Interest rate swap		19,426		—		19,426		—		19,426
Cash flow hedges		4,786		—		4,786		—		4,786
Fair value hedges		1,684		—		1,684		—		1,684

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. Borrowers with fixed rate obligations, however, are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

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REVENUE

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

REVENUE

12. REVENUE

The majority of the Company’s noninterest income comes from short term contracts associated with fees for services provided on deposit accounts, credit cards, and wealth management accounts and is being accounted for in accordance with Topic 606. Typically, the duration of a contract does not extend beyond the services performed; therefore, the Company concluded that discussion regarding contract balances is immaterial.

The Company’s performance obligations on revenue from interchange fees and deposit accounts are generally satisfied immediately, when the transaction occurs or by month-end. Performance obligations on revenue from fiduciary and asset management fees are generally satisfied monthly or quarterly. For a majority of fee income on deposit accounts the Company is a principal controlling the promised good or service before transferring it to the customer. However, for income related to most wealth management income, the Company is an agent responsible for arranging for the provision of goods and services by another party.

Noninterest income disaggregated by major source, for the three and six months ended June 30, 2019 and 2018, consisted of the following (dollars in thousands):

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2019		2018		2019		2018
Noninterest income:
Deposit Service Charges (1):
Overdraft fees, net	$	6,045	$	5,173	$	11,827	$	9,992
Maintenance fees & other		1,454		1,016		2,829		2,091
Other service charges and fees (1)		1,702		1,278		3,367		2,512
Interchange fees, net (1)		5,612		4,792		10,656		9,280
Fiduciary and asset management fees (1):
Trust asset management fees		1,976		1,436		3,315		2,781
Registered advisor management fees, net		2,825		1,606		5,701		2,325
Brokerage management fees, net		897		998		1,736		1,990
Mortgage banking income, net		2,785		—		4,240		—
Gains (losses) on securities transactions, net		51		(88)		202		125
Bank owned life insurance income		2,075		1,728		4,129		3,395
Loan-related interest rate swap fees, net		3,716		898		5,176		1,617
Gain on Shore Premier sale		—		20,899		—		20,899
Other operating income (2)		1,440		861		2,337		3,858
Total noninterest income (3)	$	30,578	$	40,597	$	55,515	$	60,865

(1)   Income within scope of Topic 606.

(2)   Includes income within the scope of Topic 606 of $1.1 million and $874,000 for the three months ended June 30, 2019 and 2018, respectively, and $1.9 million and $1.6 million for the six months ended June 30, 2019 and 2018, respectively. The remaining balance is outside the scope of Topic 606.

(3)   Noninterest income for the discontinued mortgage segment is reported in Note 14 "Segment Reporting & Discontinued Operations."

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

EARNINGS PER SHARE

13. EARNINGS PER SHARE

Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards and warrants.

The following table presents EPS from continuing operations, discontinued operations and total net income available to common shareholders for the three and six months ended June 30, 2019 and 2018 (dollars in thousands except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net Income:
Income from continuing operations	$	48,908	$	49,800	$	84,623	$	66,374
Income (loss) from discontinued operations		(85)		(2,473)		(170)		(2,408)
Net income available to common shareholders	$	48,823	$	47,327	$	84,453	$	63,966
Weighted average shares outstanding, basic		82,062		65,919		79,283		65,738
Dilutive effect of stock awards and warrants		63		47		62		64
Weighted average shares outstanding, diluted		82,125		65,966		79,345		65,802
Basic EPS:
EPS from continuing operations	$	0.59	$	0.76	$	1.06	$	1.01
EPS from discontinued operations		—		(0.04)		—		(0.04)
EPS available to common shareholders	$	0.59	$	0.72	$	1.06	$	0.97
Diluted EPS:
EPS from continuing operations	$	0.59	$	0.75	$	1.06	$	1.01
EPS from discontinued operations		—		(0.03)		—		(0.04)
EPS available to common shareholders	$	0.59	$	0.72	$	1.06	$	0.97

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SEGMENT REPORTING & DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

SEGMENT REPORTING & DISCONTINUED OPERATIONS

14. SEGMENT REPORTING & DISCONTINUED OPERATIONS

On May 23, 2018, the Bank announced that it had entered into an agreement with a third party mortgage company TFSB to allow TFSB to offer residential mortgages from certain Bank locations on the terms and conditions set forth in the agreement. Concurrently with this arrangement, the Bank began the process of winding down the operations of UMG, the Company’s reportable mortgage segment. Effective at the close of business June 1, 2018, UMG was no longer originating mortgages in its name. The decision to exit the mortgage business was based on a number of strategic priorities and other factors, including the additional investment in the business required to achieve the necessary scale to be competitive. As a result of this decision, the community bank segment is the only remaining reportable segment and does not require separate reporting disclosures.

On May 30, 2019, the Bank notified TFSB that the Bank was terminating its primary agreement with TFSB and would no longer allow TFSB to offer residential mortgages from Bank locations. UMG operations remain discontinued.

As of June 30, 2019, the Company’s Consolidated Balance Sheet included assets and liabilities from discontinued operations of $964,000 and $1.0 million, respectively. As of December 31, 2018, the Company’s Consolidated Balance Sheet included assets and liabilities from discontinued operations of $1.5 million and $1.7 million, respectively. Management believes there are no material on-going obligations with respect to the mortgage banking business that have not been recorded in the Company’s consolidated financial statements.

The following table presents summarized operating results of the discontinued mortgage segment for the three and six months ended June 30, 2019 and 2018, respectively (dollars in thousands):

		Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net interest income	$	—	$	368	$	—	$	642
Provision for credit losses		—		(240)		—		(264)
Net interest income after provision for credit losses		—		608		—		906
Noninterest income		—		1,668		1		3,710
Noninterest expenses		114		5,361		230		7,624
Income before income taxes		(114)		(3,085)		(229)		(3,008)
Income tax expense (benefit)		(29)		(612)		(59)		(600)
Net income (loss) on discontinued operations	$	(85)	$	(2,473)	$	(170)	$	(2,408)

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

On July 10, 2019, the Company announced that its Board of Directors has authorized a share repurchase program to purchase up to $150 million of the Company’s common stock through June 30, 2021 in open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.

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ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Business Combinations and Divestitures

Business Combinations and Divestitures

On February 1, 2019, the Company completed the acquisition of Access, a bank holding company based in Reston, Virginia for a purchase price of approximately $500.0 million. Access’s common stockholders received 0.75 shares of the Company’s common stock in exchange for each share of Access’s common stock, resulting in the Company issuing 15,842,026 shares of common stock. In addition, the Company paid cash of approximately $12,000 in lieu of fractional shares.

In connection with the transaction, the Company recorded $203.3 million in goodwill and $43.5 million of amortizable assets, which primarily relate to core deposit intangibles. The Company currently estimates that these other intangible assets will be amortized over 5 to 10 years using various methods. The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition.

Affordable Housing Entities

Affordable Housing Entities

The Company invests in private investment funds that make equity investments in multifamily affordable housing properties that provide affordable housing tax credits for these investments. The activities of these entities are financed with a combination of invested equity capital and debt. For the three and six months ended June 30, 2019, the Company recognized amortization of $682,000 and $1.2 million, respectively, and tax credits of $728,000 and $1.3 million, respectively, associated with these investments within “Income tax expense” on the Company’s Consolidated Statements of Income. For the three and six months ended June 30, 2018, the Company recognized amortization of $236,000 and $471,000, respectively, and tax credits of $281,000 and $564,000, respectively. The carrying value of the Company’s investments in these qualified affordable housing projects was $29.6 million and $10.8 million as of June 30, 2019 and December 31, 2018, respectively. At June 30, 2019 and December 31, 2018, the Company’s recorded liability totaled $12.8 million and $9.9 million, respectively, for the related unfunded commitments, which are expected to be paid throughout the years 2019 - 2033.

Adoption of New Accounting Standards and Recent Accounting Pronouncements

Adoption of New Accounting Standards

On January 1, 2019, the Company adopted ASU No. 2016-02, "Leases (Topic 842)." The adoption of this standard required lessees to recognize right of use assets and lease liabilities on the Consolidated Balance Sheet and disclose key information about leasing arrangements. The Company adopted this ASU on January 1, 2019 under the modified retrospective approach. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company to not reassess the lease classification of existing leases, as well as not reassess whether any expired or existing contracts are or contain a lease; and maintain consistent treatment of initial direct costs on existing leases. In addition, the Company elected the short-term lease exemption practical expedient in which leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheet. The Company also elected the practical expedient related to accounting for lease and non-lease components as a single lease component. Adoption of this standard resulted in the Company recording a lease liability of $53.2 million and right of use assets of $48.9 million as of January 1, 2019. Operating leases have been included within other assets and other liabilities on the Company’s Consolidated Balance Sheet. The implementation of this standard resulted in a $1.1 million decrease to Retained Earnings. There was no impact on the Company’s Consolidated Statement of Cash Flows. Refer to Note 6 "Leases" for further discussion regarding the adoption.

In August 2018, the FASB issued ASU No. 2018-15, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU amends the Intangibles—Goodwill and Other Topic of the Accounting Standards Codification to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU will be effective for the Company for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company adopted this standard in the first quarter of 2019 using the prospective approach. The adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU contains significant differences from existing GAAP and is effective for fiscal years beginning after December 15, 2019. This ASU updates the existing guidance to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The CECL model will replace the Company’s current accounting for PCI and impaired loans. This ASU also amends the AFS debt securities OTTI model. The Company has established a cross-functional governance structure for the implementation of CECL. In addition, the Company is validating the models that will be used upon adoption of the standard. The implementation of this ASU will result in increases to the Company’s reserves for credit losses of financial instruments; however, the quantitative impact cannot be reasonably estimated since this ASU relies on economic conditions and trends that will impact the Company’s portfolio at the time of adoption. The Company is continuing to evaluate the impact ASU No. 2016-13 will have on its consolidated financial statements.

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ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table provides a preliminary assessment of the consideration transferred, assets acquired, and liabilities assumed as of the date of the acquisition (dollars in thousands):

Purchase Price:
Fair value of shares of the Company's common stock issued			$	499,974
Cash paid for fractional shares				12
Total purchase price			$	499,986
Fair value of assets acquired:
Cash and cash equivalents	$	46,164
Investments		464,742
Loans		2,173,481
Premises and equipment		28,001
Core deposit intangibles		40,860
Other assets		102,111
Total assets	$	2,855,359
Fair value of liabilities assumed:
Deposits	$	2,227,073
Short-term borrowings		220,685
Long-term borrowings		70,535
Other liabilities		40,345
Total liabilities	$	2,558,638
Net assets acquired			$	296,721
Preliminary goodwill			$	203,265

Outstanding Principal Balance And Carrying Amount of Acquired Impaired Loans

The following table presents the acquired impaired loans receivable at the acquisition date (dollars in thousands):

Contractually required principal and interest payments	$	44,232
Nonaccretable difference		(6,061)
Cash flows expected to be collected		38,171
Accretable difference		(5,061)
Fair value of loans acquired with a deterioration of credit quality	$	33,110

Business Acquisition, Pro Forma Information

The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition which are not reflected in the pro forma amounts below (dollars in thousands):

	Pro forma for the three				Pro forma for the six
	months ended				months ended
	June 30,				June 30,
	2019		2018		2019		2018
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Total revenues (1)	$	169,172	$	184,758	$	332,326	$	341,407
Net income	$	53,480	$	57,741	$	105,787	$	82,599
EPS	$	0.65	$	0.71	$	1.32	$	1.01

(1) Includes net interest income and noninterest income.

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SECURITIES (Tables)

6 Months Ended

Jun. 30, 2019

Schedule of Investments [Line Items]

Gross Realized Gain and Losses on the Sale of Securities

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended June 30, 2019 and 2018 (dollars in thousands).

	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
Realized gains (losses):
Gross realized gains	$	844	$	2,057
Gross realized losses		(793)		(1,855)
Net realized gains	$	51	$	202
Proceeds from sales of securities	$	179,701	$	387,950
	Three Months Ended		Six Months Ended
	June 30, 2018		June 30, 2018
Realized gains (losses):
Gross realized gains	$	2,095	$	2,793
Gross realized losses		(2,183)		(2,668)
Net realized gains	$	(88)	$	125
Proceeds from sales of securities	$	193,666	$	309,516

Available-for-sale Securities

Schedule of Investments [Line Items]

Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Values of Investment Securities

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

	Amortized		Gross Unrealized				Estimated
	Cost		Gains		(Losses)		Fair Value
June 30, 2019
U.S. government and agency securities	$	4,462	$	18	$	—	$	4,480
Obligations of states and political subdivisions		485,192		24,566		(11)		509,747
Corporate and other bonds (1)		202,935		3,887		(509)		206,313
Mortgage-backed securities		1,253,541		23,293		(1,429)		1,275,405
Other securities		3,549		—		—		3,549
Total AFS securities	$	1,949,679	$	51,764	$	(1,949)	$	1,999,494
December 31, 2018
Obligations of states and political subdivisions	$	466,588	$	3,844	$	(1,941)	$	468,491
Corporate and other bonds (1)		167,561		1,118		(983)		167,696
Mortgage-backed securities		1,138,034		4,452		(12,621)		1,129,865
Other securities		8,769		—		—		8,769
Total AFS securities	$	1,780,952	$	9,414	$	(15,545)	$	1,774,821

(1) Other bonds includes asset-backed securities.

Schedule of Gross Unrealized Losses and Fair Value of Investments

The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018 (dollars in thousands). These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
June 30, 2019
Obligations of states and political subdivisions	$	775	$	—	$	731	$	(11)	$	1,506	$	(11)
Corporate bonds and other securities		10,518		(85)		33,592		(424)		44,110		(509)
Mortgage-backed securities		26,826		(116)		149,629		(1,313)		176,455		(1,429)
Total AFS securities	$	38,119	$	(201)	$	183,952	$	(1,748)	$	222,071	$	(1,949)
December 31, 2018
Obligations of states and political subdivisions	$	133,513	$	(1,566)	$	10,145	$	(375)	$	143,658	$	(1,941)
Corporate bonds and other securities		35,478		(315)		33,888		(668)		69,366		(983)
Mortgage-backed securities		306,038		(3,480)		341,400		(9,141)		647,438		(12,621)
Total AFS securities	$	475,029	$	(5,361)	$	385,433	$	(10,184)	$	860,462	$	(15,545)

Schedule of Amortized Cost and Estimated Fair Value of Securities

The following table presents the amortized cost and estimated fair value of AFS securities as of June 30, 2019 and December 31, 2018, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019				December 31, 2018
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	16,726	$	16,828	$	22,653	$	22,789
Due after one year through five years		164,576		166,589		191,003		188,999
Due after five years through ten years		246,735		252,016		218,211		217,304
Due after ten years		1,521,642		1,564,061		1,349,085		1,345,729
Total AFS securities	$	1,949,679	$	1,999,494	$	1,780,952	$	1,774,821

Held-to-maturity Securities

Schedule of Investments [Line Items]

Schedule of Amortized Cost and Estimated Fair Value of Securities

The following table presents the amortized cost and estimated fair value of HTM securities as of June 30, 2019 and December 31, 2018, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2019				December 31, 2018
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Due in one year or less	$	250	$	250	$	—	$	—
Due after one year through five years		8,167		8,354		3,893		3,900
Due after five years through ten years		3,992		4,093		3,480		3,507
Due after ten years		546,094		584,878		484,899		492,094
Total HTM securities	$	558,503	$	597,575	$	492,272	$	499,501

Schedule of Carrying Values, Gross Unrealized Gains and Losses and Estimated Fair Value of Securities

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of June 30, 2019 and December 31, 2018 are summarized as follows (dollars in thousands):

	Carrying		Gross Unrealized				Estimated
	Value		Gains		(Losses)		Fair Value
June 30, 2019
Obligations of states and political subdivisions	$	547,591	$	38,966	$	—	$	586,557
Mortgage-backed securities		10,912		106		—		11,018
Total held-to-maturity securities	$	558,503	$	39,072	$	—	$	597,575
December 31, 2018
Obligations of states and political subdivisions	$	492,272	$	7,375	$	(146)	$	499,501

Gross Unrealized Losses and Fair Value of Securities

The following table shows the gross unrealized losses and fair value (dollars in thousands) of the Company’s HTM securities with unrealized losses that are not deemed to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018 (dollars in thousands). These are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position.

	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses (1)		Value		Losses (1)		Value		Losses (1)
June 30, 2019
Obligations of states and political subdivisions	$	250	$	—	$	—	$	—	$	250	$	—
(1) Losses were less than $1,000 as of June 30, 2019
December 31, 2018
Obligations of states and political subdivisions	$	43,206	$	(146)	$	—	$	—	$	43,206	$	(146)

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Tables)

6 Months Ended

Jun. 30, 2019

Accounts, Notes, Loans and Financing Receivable [Line Items]

Loans Stated at Face Amount, Net of Unearned Income

Loans are stated at their face amount, net of deferred fees and costs, and consist of the following at June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019		December 31, 2018
Construction and Land Development	$	1,267,712	$	1,194,821
Commercial Real Estate - Owner Occupied		1,966,776		1,337,345
Commercial Real Estate - Non-Owner Occupied		3,104,823		2,467,410
Multifamily Real Estate		602,115		548,231
Commercial & Industrial		2,032,799		1,317,135
Residential 1-4 Family - Commercial		801,703		713,750
Residential 1-4 Family - Mortgage		850,063		600,578
Auto		311,858		301,943
HELOC		660,621		613,383
Consumer		383,653		379,694
Other Commercial		238,391		241,917
Total loans held for investment, net (1)	$	12,220,514	$	9,716,207

(1) Loans, as presented, are net of deferred fees and costs totaling $7.2 million and $5.1 million as of June 30, 2019 and December 31, 2018, respectively.

Summary of Aging of the Loan Portfolio by Class

The following table shows the aging of the Company’s loan portfolio, by segment, at June 30, 2019 (dollars in thousands):

					Greater than
	30-59 Days		60-89 Days		90 Days and
	Past Due		Past Due		still Accruing		PCI		Nonaccrual		Current		Total Loans
Construction and Land Development	$	2,327	$	318	$	855	$	12,181	$	5,619	$	1,246,412	$	1,267,712
Commercial Real Estate - Owner Occupied		1,707		—		2,540		32,628		4,062		1,925,839		1,966,776
Commercial Real Estate - Non-Owner Occupied		141		164		1,489		15,755		1,685		3,085,589		3,104,823
Multifamily Real Estate		1,218		—		—		92		—		600,805		602,115
Commercial & Industrial		3,223		1,175		295		3,930		1,183		2,022,993		2,032,799
Residential 1-4 Family - Commercial		1,622		651		863		12,675		4,135		781,757		801,703
Residential 1-4 Family - Mortgage		5,969		2,801		845		17,821		8,677		813,950		850,063
Auto		2,120		299		122		7		449		308,861		311,858
HELOC		4,978		1,336		658		4,869		1,432		647,348		660,621
Consumer		2,794		1,423		1,099		689		115		377,533		383,653
Other Commercial		30		—		62		654		105		237,540		238,391
Total loans held for investment	$	26,129	$	8,167	$	8,828	$	101,301	$	27,462	$	12,048,627	$	12,220,514

The following table shows the aging of the Company’s loan portfolio, by segment, at December 31, 2018 (dollars in thousands):

					Greater than
	30-59 Days		60-89 Days		90 Days and
	Past Due		Past Due		still Accruing		PCI		Nonaccrual		Current		Total Loans
Construction and Land Development	$	759	$	6	$	180	$	8,654	$	8,018	$	1,177,204	$	1,194,821
Commercial Real Estate - Owner Occupied		8,755		1,142		3,193		25,644		3,636		1,294,975		1,337,345
Commercial Real Estate - Non-Owner Occupied		338		41		—		17,335		1,789		2,447,907		2,467,410
Multifamily Real Estate		—		146		—		88		—		547,997		548,231
Commercial & Industrial		3,353		389		132		2,156		1,524		1,309,581		1,317,135
Residential 1-4 Family - Commercial		6,619		1,577		1,409		13,707		2,481		687,957		713,750
Residential 1-4 Family - Mortgage		12,049		5,143		2,437		16,766		7,276		556,907		600,578
Auto		3,320		403		195		7		576		297,442		301,943
HELOC		4,611		1,644		440		5,115		1,518		600,055		613,383
Consumer		1,504		1,096		870		32		135		376,057		379,694
Other Commercial		126		—		—		717		—		241,074		241,917
Total loans held for investment	$	41,434	$	11,587	$	8,856	$	90,221	$	26,953	$	9,537,156	$	9,716,207

Impaired Loans by Class

The Company measures the amount of impairment by evaluating loans either in their collective homogeneous pools or individually. The following table shows the Company’s impaired loans, excluding PCI loans, by segment at June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019						December 31, 2018
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Loans without a specific allowance
Construction and Land Development	$	6,837	$	8,863	$	—	$	10,290	$	12,038	$	—
Commercial Real Estate - Owner Occupied		10,138		10,433		—		8,386		9,067		—
Commercial Real Estate - Non-Owner Occupied		6,265		6,568		—		6,578		6,929		—
Commercial & Industrial		2,583		2,605		—		3,059		3,251		—
Residential 1-4 Family - Commercial		4,986		5,126		—		4,516		4,576		—
Residential 1-4 Family - Mortgage		8,821		9,455		—		8,504		9,180		—
HELOC		2,205		2,220		—		1,150		1,269		—
Consumer		—		—		—		30		102		—
Other Commercial		—		—		—		478		478		—
Total impaired loans without a specific allowance	$	41,835	$	45,270	$	—	$	42,991	$	46,890	$	—
Loans with a specific allowance
Construction and Land Development	$	877	$	954	$	111	$	372	$	491	$	63
Commercial Real Estate - Owner Occupied		1,723		1,834		104		4,304		4,437		359
Commercial Real Estate - Non-Owner Occupied		565		613		11		391		391		1
Commercial & Industrial		407		430		135		1,183		1,442		752
Residential 1-4 Family - Commercial		4,703		4,850		341		3,180		3,249		185
Residential 1-4 Family - Mortgage		6,985		7,302		612		5,329		5,548		374
Auto		449		668		179		576		830		231
HELOC		1,230		1,340		330		724		807		188
Consumer		186		349		69		178		467		64
Other Commercial		576		577		30		—		—		—
Total impaired loans with a specific allowance	$	17,701	$	18,917	$	1,922	$	16,237	$	17,662	$	2,217
Total impaired loans	$	59,536	$	64,187	$	1,922	$	59,228	$	64,552	$	2,217

The following tables show the average recorded investment and interest income recognized for the Company’s impaired loans, excluding PCI loans, by segment for the three and six months ended June 30, 2019 and 2018 (dollars in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2019				June 30, 2019
			Interest				Interest
	Average		Income		Average		Income
	Investment		Recognized		Investment		Recognized
Construction and Land Development	$	7,811	$	13	$	8,167	$	54
Commercial Real Estate - Owner Occupied		12,002		91		12,030		200
Commercial Real Estate - Non-Owner Occupied		6,931		60		6,944		119
Commercial & Industrial		3,038		27		3,081		59
Residential 1-4 Family - Commercial		9,969		73		9,730		138
Residential 1-4 Family - Mortgage		15,986		6		16,057		105
Auto		493		—		520		1
HELOC		3,489		38		3,506		78
Consumer		191		2		195		3
Other Commercial		579		7		583		15
Total impaired loans	$	60,489	$	317	$	60,813	$	772

	Three Months Ended				Six Months Ended
	June 30, 2018				June 30, 2018
			Interest				Interest
	Average		Income		Average		Income
	Investment		Recognized		Investment		Recognized
Construction and Land Development	$	12,572	$	68	$	12,458	$	145
Commercial Real Estate - Owner Occupied		13,130		116		13,262		238
Commercial Real Estate - Non-Owner Occupied		7,187		48		7,496		109
Commercial & Industrial		5,792		57		5,970		130
Residential 1-4 Family - Commercial		7,744		72		7,839		140
Residential 1-4 Family - Mortgage		18,876		63		18,951		163
Auto		1,002		6		1,056		17
HELOC		4,439		34		4,447		69
Consumer		268		2		286		2
Other Commercial		488		7		490		14
Total impaired loans	$	71,498	$	473	$	72,255	$	1,027

Summary of Modified Loans that Continue to Accrue Interest Under the Terms of Restructuring Agreement

The following table provides a summary, by segment, of TDRs that continue to accrue interest under the terms of the applicable restructuring agreement, which are considered to be performing, and TDRs that have been placed on nonaccrual status, which are considered to be nonperforming, as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019					December 31, 2018
	No. of	Recorded		Outstanding		No. of	Recorded		Outstanding
	Loans	Investment		Commitment		Loans	Investment		Commitment
Performing
Construction and Land Development	4	$	1,953	$	—	5	$	2,496	$	—
Commercial Real Estate - Owner Occupied	8		2,734		26	8		2,783		—
Commercial Real Estate - Non-Owner Occupied	3		4,244		—	4		4,438		—
Commercial & Industrial	2		583		—	4		978		—
Residential 1-4 Family - Commercial	40		3,926		—	30		2,887		—
Residential 1-4 Family - Mortgage	27		5,161		—	30		5,070		—
HELOC	2		57		—	2		58		—
Consumer	2		15		—	1		13		—
Other Commercial	1		471		—	1		478		—
Total performing	89	$	19,144	$	26	85	$	19,201	$	—
Nonperforming
Construction and Land Development	1	$	1,016	$	—	2	$	3,474	$	—
Commercial Real Estate - Owner Occupied	2		185		—	2		198		—
Commercial & Industrial	4		421		—	6		461		—
Residential 1-4 Family - Commercial	—		—		—	1		60		—
Residential 1-4 Family - Mortgage	17		2,854		—	15		3,135		—
HELOC	2		60		—	2		62		—
Consumer	—		—		—	1		7		—
Total nonperforming	26	$	4,536	$	—	29	$	7,397	$	—
Total performing and nonperforming	115	$	23,680	$	26	114	$	26,598	$	—

Schedule of TDR by Class and Modification Type

The following table shows, by segment and modification type, TDRs that occurred during the three and six months ended June 30, 2019 (dollars in thousands):

	All Restructurings
	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
		Recorded			Recorded
	No. of	Investment at		No. of	Investment at
	Loans	Period End		Loans	Period End
Modified to interest only, at a market rate
Total interest only at market rate of interest	—	$	—	—	$	—
Term modification, at a market rate
Residential 1-4 Family - Commercial	—	$	—	2	$	293
Residential 1-4 Family - Mortgage	1		43	2		80
Consumer	—		—	1		9
Total loan term extended at a market rate	1	$	43	5	$	382
Term modification, below market rate
Residential 1-4 Family - Commercial	8	$	431	13	$	1,358
Residential 1-4 Family - Mortgage	1		52	1		52
Consumer	—		—	1		6
Total loan term extended at a below market rate	9	$	483	15	$	1,416
Total	10	$	526	20	$	1,798

The following table shows, by segment and modification type, TDRs that occurred during the three and six months ended June 30, 2018 (dollars in thousands):

	All Restructurings
	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
		Recorded			Recorded
	No. of	Investment at		No. of	Investment at
	Loans	Period End		Loans	Period End
Modified to interest only, at a market rate
Total interest only at market rate of interest	—	$	—	—	$	—
Term modification, at a market rate
Construction and Land Development	2	$	1,263	2	$	1,263
Commercial Real Estate - Owner Occupied	2		564	5		1,375
Commercial & Industrial	1		63	1		63
Residential 1-4 Family - Commercial	1		72	2		221
Residential 1-4 Family - Mortgage	4		475	5		615
Total loan term extended at a market rate	10	$	2,437	15	$	3,537
Term modification, below market rate
Residential 1-4 Family - Commercial	3	$	608	3	$	608
Residential 1-4 Family - Mortgage	2		248	4		413
Total loan term extended at a below market rate	5	$	856	7	$	1,021
Total	15	$	3,293	22	$	4,558

Allowance for Loan Loss Activity, by Portfolio Segment, Balances for Allowance for Credit Losses, and Loans Based on Impairment Methodology

The following tables show the ALL activity by segment for the six months ended June 30, 2019 and 2018. The tables below include the provision for loan losses. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories (dollars in thousands):

	Six Months Ended June 30, 2019
	Allowance for loan losses
	Balance,		Recoveries		Loans		Provision		Balance,
	beginning of		credited to		charged		charged to		end of
	the year		allowance		off		operations		period
Construction and Land Development	$	6,803	$	97	$	(800)	$	(101)	$	5,999
Commercial Real Estate - Owner Occupied		4,023		54		(231)		235		4,081
Commercial Real Estate - Non-Owner Occupied		8,865		92		—		654		9,611
Multifamily Real Estate		649		85		—		(70)		664
Commercial & Industrial		7,636		681		(1,858)		1,237		7,696
Residential 1-4 Family - Commercial		1,984		127		(267)		148		1,992
Residential 1-4 Family - Mortgage		1,200		219		(37)		136		1,518
Auto		1,443		339		(703)		334		1,413
HELOC		1,297		434		(523)		47		1,255
Consumer and all other(1)		7,145		1,238		(7,454)		7,305		8,234
Total	$	41,045	$	3,366	$	(11,873)	$	9,925	$	42,463

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

	Six Months Ended June 30, 2018
	Allowance for loan losses
	Balance,		Recoveries		Loans		Provision		Balance,
	beginning of		credited to		charged		charged to		end of
	the year		allowance		off		operations		period
Construction and Land Development	$	9,709	$	279	$	(61)	$	(600)	$	9,327
Commercial Real Estate - Owner Occupied		2,931		346		(125)		788		3,940
Commercial Real Estate - Non-Owner Occupied		7,544		7		(94)		295		7,752
Multifamily Real Estate		1,092		5		—		633		1,730
Commercial & Industrial		4,552		260		(459)		2,029		6,382
Residential 1-4 Family - Commercial		4,437		140		(113)		(1,927)		2,537
Residential 1-4 Family - Mortgage		1,524		202		(141)		304		1,889
Auto		975		190		(480)		403		1,088
HELOC		1,360		469		(267)		(263)		1,299
Consumer and all other(1)		4,084		783		(3,799)		4,258		5,326
Total	$	38,208	$	2,681	$	(5,539)	$	5,920	$	41,270

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

The following tables show the loan and ALL balances based on impairment methodology by segment as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019
	Loans individually				Loans collectively				Loans acquired with
	evaluated for				evaluated for				deteriorated credit
	impairment				impairment				quality				Total
	Loans		ALL		Loans		ALL		Loans		ALL		Loans		ALL
Construction and Land Development	$	7,714	$	111	$	1,247,817	$	5,888	$	12,181	$	—	$	1,267,712	$	5,999
Commercial Real Estate - Owner Occupied		11,861		104		1,922,287		3,977		32,628		—		1,966,776		4,081
Commercial Real Estate - Non-Owner Occupied		6,830		11		3,082,238		9,600		15,755		—		3,104,823		9,611
Multifamily Real Estate		—		—		602,023		664		92		—		602,115		664
Commercial & Industrial		2,990		135		2,025,879		7,561		3,930		—		2,032,799		7,696
Residential 1-4 Family - Commercial		9,689		341		779,339		1,651		12,675		—		801,703		1,992
Residential 1-4 Family - Mortgage		15,806		612		816,436		906		17,821		—		850,063		1,518
Auto		449		179		311,402		1,234		7		—		311,858		1,413
HELOC		3,435		330		652,317		925		4,869		—		660,621		1,255
Consumer and all other(1)		762		99		619,939		8,135		1,343		—		622,044		8,234
Total loans held for investment, net	$	59,536	$	1,922	$	12,059,677	$	40,541	$	101,301	$	—	$	12,220,514	$	42,463

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

	December 31, 2018
	Loans individually				Loans collectively				Loans acquired with
	evaluated for				evaluated for				deteriorated credit
	impairment				impairment				quality				Total
	Loans		ALL		Loans		ALL		Loans		ALL		Loans		ALL
Construction and Land Development	$	10,662	$	63	$	1,175,505	$	6,740	$	8,654	$	—	$	1,194,821	$	6,803
Commercial Real Estate - Owner Occupied		12,690		359		1,299,011		3,664		25,644		—		1,337,345		4,023
Commercial Real Estate - Non-Owner Occupied		6,969		1		2,443,106		8,864		17,335		—		2,467,410		8,865
Multifamily Real Estate		—		—		548,143		649		88		—		548,231		649
Commercial & Industrial		4,242		752		1,310,737		6,884		2,156		—		1,317,135		7,636
Residential 1-4 Family - Commercial		7,696		185		692,347		1,799		13,707		—		713,750		1,984
Residential 1-4 Family - Mortgage		13,833		374		569,979		826		16,766		—		600,578		1,200
Auto		576		231		301,360		1,212		7		—		301,943		1,443
HELOC		1,874		188		606,394		1,109		5,115		—		613,383		1,297
Consumer and all other(1)		686		64		620,176		7,081		749		—		621,611		7,145
Total loans held for investment, net	$	59,228	$	2,217	$	9,566,758	$	38,828	$	90,221	$	—	$	9,716,207	$	41,045

⁽¹⁾Consumer and Other Commercial are grouped together as Consumer and all other for reporting purposes.

Loans Receivables Related Risk Rating

The following table shows the recorded investment in all loans, excluding PCI loans, by segment with their related risk level as of June 30, 2019 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,204,655	$	43,268	$	7,608	$	—	$	1,255,531
Commercial Real Estate - Owner Occupied		1,848,333		65,257		20,558		—		1,934,148
Commercial Real Estate - Non-Owner Occupied		3,042,648		40,760		5,660		—		3,089,068
Multifamily Real Estate		586,626		15,397		—		—		602,023
Commercial & Industrial		1,945,547		79,232		4,090		—		2,028,869
Residential 1-4 Family - Commercial		755,438		26,284		7,306		—		789,028
Residential 1-4 Family - Mortgage		808,797		6,036		17,409		—		832,242
Auto		307,921		2,181		1,749		—		311,851
HELOC		643,778		5,418		6,556		—		655,752
Consumer		381,478		1,121		365		—		382,964
Other Commercial		235,981		1,588		168		—		237,737
Total	$	11,761,202	$	286,542	$	71,469	$	—	$	12,119,213

The following table shows the recorded investment in all loans, excluding PCI loans, by segment with their related risk level as of December 31, 2018 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,130,577	$	43,894	$	11,696	$	—	$	1,186,167
Commercial Real Estate - Owner Occupied		1,231,422		50,939		29,340		—		1,311,701
Commercial Real Estate - Non-Owner Occupied		2,425,500		17,648		6,927		—		2,450,075
Multifamily Real Estate		537,572		10,571		—		—		548,143
Commercial & Industrial		1,273,549		34,864		6,566		—		1,314,979
Residential 1-4 Family - Commercial		677,109		17,086		5,848		—		700,043
Residential 1-4 Family - Mortgage		554,192		14,855		14,765		—		583,812
Auto		296,907		3,590		1,439		—		301,936
HELOC		598,444		6,316		3,508		—		608,268
Consumer		378,873		547		242		—		379,662
Other Commercial		239,857		864		479		—		241,200
Total	$	9,344,002	$	201,174	$	80,810	$	—	$	9,625,986

Schedule of Acquired Loan Portfolio and Accretable Yield

The following shows changes in the accretable yield for loans accounted for under ASC 310-30, Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality, for the periods presented (dollars in thousands):

	For the Six Months Ended June 30,
	2019		2018
Balance at beginning of period	$	31,201	$	14,563
Additions		2,432		12,225
Accretion		(6,510)		(4,673)
Reclass of nonaccretable difference due to improvement in expected cash flows		716		139
Measurement period adjustment		2,629		2,981
Other, net (1)		2,182		70
Balance at end of period	$	32,650	$	25,305

(1) This line item represents changes in the cash flows expected to be collected due to the impact of non-credit changes such as prepayment assumptions, changes in interest rates on variable rate PCI loans, and discounted payoffs that occurred in the quarter.

Purchased Impaired

Accounts, Notes, Loans and Financing Receivable [Line Items]

Summary of Aging of the Loan Portfolio by Class

The following table shows the PCI loan portfolios, by segment and their delinquency status, at June 30, 2019 (dollars in thousands):

	30-89 Days		Greater than
	Past Due		90 Days		Current		Total
Construction and Land Development	$	165	$	1,296	$	10,720	$	12,181
Commercial Real Estate - Owner Occupied		745		3,974		27,909		32,628
Commercial Real Estate - Non-Owner Occupied		116		999		14,640		15,755
Multifamily Real Estate		—		—		92		92
Commercial & Industrial		245		1,081		2,604		3,930
Residential 1-4 Family - Commercial		582		670		11,423		12,675
Residential 1-4 Family - Mortgage		1,423		3,779		12,619		17,821
Auto		—		—		7		7
HELOC		277		361		4,231		4,869
Consumer		—		5		684		689
Other Commercial		—		—		654		654
Total	$	3,553	$	12,165	$	85,583	$	101,301

The following table shows the PCI loan portfolios, by segment and their delinquency status, at December 31, 2018 (dollars in thousands):

	30-89 Days		Greater than
	Past Due		90 Days		Current		Total
Construction and Land Development	$	108	$	1,424	$	7,122	$	8,654
Commercial Real Estate - Owner Occupied		658		4,281		20,705		25,644
Commercial Real Estate - Non-Owner Occupied		61		1,810		15,464		17,335
Multifamily Real Estate		—		—		88		88
Commercial & Industrial		47		1,092		1,017		2,156
Residential 1-4 Family - Commercial		931		3,464		9,312		13,707
Residential 1-4 Family - Mortgage		1,899		2,412		12,455		16,766
Auto		—		—		7		7
HELOC		498		252		4,365		5,115
Consumer		5		9		18		32
Other Commercial		57		—		660		717
Total	$	4,264	$	14,744	$	71,213	$	90,221

Loans Receivables Related Risk Rating

The following table shows the recorded investment in only PCI loans by segment with their related risk level as of June 30, 2019 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,455	$	4,264	$	6,462	$	—	$	12,181
Commercial Real Estate - Owner Occupied		8,690		10,453		13,485		—		32,628
Commercial Real Estate - Non-Owner Occupied		4,573		9,274		1,908		—		15,755
Multifamily Real Estate		—		92		—		—		92
Commercial & Industrial		109		94		3,727		—		3,930
Residential 1-4 Family - Commercial		6,238		2,998		3,371		68		12,675
Residential 1-4 Family - Mortgage		10,381		269		7,171		—		17,821
Auto		3		—		4		—		7
HELOC		3,502		760		607		—		4,869
Consumer		676		—		13		—		689
Other Commercial		52		602		—		—		654
Total	$	35,679	$	28,806	$	36,748	$	68	$	101,301

The following table shows the recorded investment in only PCI loans by segment with their related risk level as of December 31, 2018 (dollars in thousands):

	Pass		Watch & Special Mention		Substandard		Doubtful		Total
Construction and Land Development	$	1,835	$	1,308	$	5,511	$	—	$	8,654
Commercial Real Estate - Owner Occupied		8,347		6,685		10,612		—		25,644
Commercial Real Estate - Non-Owner Occupied		4,789		7,992		4,554		—		17,335
Multifamily Real Estate		—		88		—		—		88
Commercial & Industrial		762		134		1,260		—		2,156
Residential 1-4 Family - Commercial		6,512		2,771		4,424		—		13,707
Residential 1-4 Family - Mortgage		9,894		1,030		5,842		—		16,766
Auto		7		—		—		—		7
HELOC		3,438		1,031		646		—		5,115
Consumer		17		—		15		—		32
Other Commercial		57		660		—		—		717
Total	$	35,658	$	21,699	$	32,864	$	—	$	90,221

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INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Estimated Remaining Amortization Expense of Core Deposit and Other Intangible Assets

As of June 30, 2019, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

For the remaining six months of 2019	$	9,306
2020		16,483
2021		13,874
2022		11,490
2023		9,687
Thereafter		22,136
Total estimated amortization expense	$	82,976

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LEASES (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Maturity of Operating Leases

Maturities of operating lease liabilities as of June 30, 2019 are as follows for the years ending (dollars in thousands):

For the remaining six months of 2019	$	6,729
2020		12,329
2021		10,639
2022		9,840
2023		8,978
2024		7,718
Thereafter		24,557
Total future lease payments		80,790
Less: Interest		11,392
Present value of lease liabilities	$	69,398

Other Lease Information

Other lease information is as follows (dollars in thousands):

	June 30, 2019
Lease Term and Discount Rate of Operating leases:
Weighted-average remaining lease term (years)		8.66
Weighted-average discount rate (1)		3.05	%
Cash paid for amounts included in measurement of lease liabilities:
Operating Cash Flows from Operating Leases	$	6,880
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		3,619

(1) An incremental borrowing rate is used based on information available at commencement date of lease.

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BORROWINGS (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Short-Term Borrowings

Total short-term borrowings consist of the following as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30,			December 31,
	2019			2018
Securities sold under agreements to repurchase	$	70,870		$	39,197
Federal Funds Purchased		45,000			—
FHLB Advances		573,050			1,043,600
Other short-term borrowings		—			5,000
Total short-term borrowings	$	688,920		$	1,087,797
Maximum month-end outstanding balance	$	1,201,143		$	1,087,797
Average outstanding balance during the period		998,976			968,014
Average interest rate (during the period)		2.45	%		1.91	%
Average interest rate at end of period		2.29	%		2.43	%

Trust Preferred Capital Notes Qualify for Tier 1 Capital

The trust preferred capital notes currently qualify for Tier 2 capital of the Company for regulatory purposes. Trust preferred capital notes consist of the following as of June 30, 2019:

	Trust
	Preferred
	Capital				Spread to
	Securities (1)		Investment (1)		3-Month LIBOR		Rate (2)		Maturity
Trust Preferred Capital Note - Statutory Trust I	$	22,500,000	$	696,000	2.75	%	5.07	%	6/17/2034
Trust Preferred Capital Note - Statutory Trust II		36,000,000		1,114,000	1.40	%	3.72	%	6/15/2036
VFG Limited Liability Trust I Indenture		20,000,000		619,000	2.73	%	5.05	%	3/18/2034
FNB Statutory Trust II Indenture		12,000,000		372,000	3.10	%	5.42	%	6/26/2033
Gateway Capital Statutory Trust I		8,000,000		248,000	3.10	%	5.42	%	9/17/2033
Gateway Capital Statutory Trust II		7,000,000		217,000	2.65	%	4.97	%	6/17/2034
Gateway Capital Statutory Trust III		15,000,000		464,000	1.50	%	3.82	%	5/30/2036
Gateway Capital Statutory Trust IV		25,000,000		774,000	1.55	%	3.87	%	7/30/2037
MFC Capital Trust II		5,000,000		155,000	2.85	%	5.17	%	1/23/2034
Total	$	150,500,000	$	4,659,000

(1) The total of the trust preferred capital securities and investments in the respective trusts represents the principal asset of the Company’s junior subordinated debt securities with like maturities and like interest rates to the capital securities. The Company’s investment in the trusts is reported in "Other Assets" on the Company’s Consolidated Balance Sheets.

(2) Rate as of June 30, 2019.

Advances from the FHLB

As of June 30, 2019, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):

	Spread to
	3-Month		Interest
Long-term Type	LIBOR		Rate (1)		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	2.76	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		65,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		10,000
Adjustable Rate Credit	0.45	%	2.77	%	11/23/2022		10,000
Convertible Flipper	(0.50)	%	1.82	%	5/15/2024		200,000
Convertible Flipper	(0.75)	%	1.57	%	5/22/2029		150,000
Convertible Flipper	(0.75)	%	1.57	%	5/30/2029		50,000
Convertible Flipper	(0.75)	%	1.57	%	6/21/2029		100,000
Fixed Rate Convertible	-		1.78	%	10/26/2028		200,000
Fixed Rate Hybrid	-		2.37	%	10/10/2019		25,000
Fixed Rate Hybrid	-		1.58	%	5/18/2020		20,000
Fixed Rate Hybrid	-		2.65	%	10/24/2019		25,000
Fixed Rate Credit	-		1.54	%	10/2/2020		10,000
Fixed Rate Credit	-		1.32	%	10/2/2019		10,000
						$	930,000

(1) Interest rates calculated using non-rounded numbers.

As of December 31, 2018, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):

	Spread to
	3-Month		Interest
Long-term Type	LIBOR		Rate (1)		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	3.25	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		65,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		10,000
Adjustable Rate Credit	0.45	%	3.26	%	11/23/2022		10,000
Fixed Rate Convertible	-		1.78	%	10/26/2028		200,000
Fixed Rate Hybrid	-		2.37	%	10/10/2019		25,000
Fixed Rate Hybrid	-		1.58	%	5/18/2020		20,000
						$	385,000

(1) Interest rates calculated using non-rounded numbers.

Contractual Maturities of Long-Term Debt

As of June 30, 2019, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

	Trust
	Preferred						Fair Value
	Capital		Subordinated		FHLB		Premium		Prepayment		Total Long-term
	Notes		Debt		Advances		(Discount) (1)		Penalty		Borrowings
For the remaining six months of 2019	$	—	$	—	$	60,000	$	(321)	$	(1,024)	$	58,655
2020		—		—		30,000		(834)		(2,074)		27,092
2021		—		—		—		(1,008)		(2,119)		(3,127)
2022		—		—		140,000		(1,030)		(1,707)		137,263
2023		—		—		—		(1,053)		—		(1,053)
Thereafter		155,159		158,500		700,000		(12,238)		—		1,001,421
Total long-term borrowings	$	155,159	$	158,500	$	930,000	$	(16,484)	$	(6,924)	$	1,220,251

(1) Includes discount on issued subordinated notes.

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COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Balances of Commitments and Contingencies

The following table presents the balances of commitments and contingencies (dollars in thousands):

	June 30, 2019		December 31, 2018
Commitments with off-balance sheet risk:
Commitments to extend credit (1)	$	3,701,710	$	3,167,085
Standby letters of credit		193,857		167,597
Total commitments with off-balance sheet risk	$	3,895,567	$	3,334,682
(1) Includes unfunded overdraft protection.

Schedule of Pledged Assets, Not Separately Reported on Statement of Financial Position

As part of the Company’s liquidity management strategy, it pledges collateral to secure various financing and other activities that occur during the normal course of business. The following tables present the types of collateral pledged, at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Pledged Assets as of June 30, 2019
			AFS		HTM
	Cash		Securities (1)		Securities (1)		Loans (2)		Total
Public deposits	$	—	$	469,717	$	286,415	$	—	$	756,132
Repurchase agreements		—		90,445		7,726		—		98,171
FHLB advances		—		67,280		—		3,808,693		3,875,973
Derivatives		78,883		1,581		—		—		80,464
Other purposes		—		106,466		11,967		—		118,433
Total pledged assets	$	78,883	$	735,489	$	306,108	$	3,808,693	$	4,929,173
(1) Balance represents market value.
(2) Balance represents book value.

	Pledged Assets as of December 31, 2018
			AFS		HTM
	Cash		Securities (1)		Securities (1)		Loans (2)		Total
Public deposits	$	—	$	293,169	$	7,407	$	—	$	300,576
Repurchase agreements		—		55,269		—		—		55,269
FHLB advances		—		488		—		3,337,289		3,337,777
Derivatives		13,509		1,938		—		—		15,447
Other purposes		—		23,217		—		—		23,217
Total pledged assets	$	13,509	$	374,081	$	7,407	$	3,337,289	$	3,732,286
(1) Balance represents book value.
(2) Balance represents market value.

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DERIVATIVES (Tables)

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of the Derivatives

The following table summarizes key elements of the Company’s derivative instruments as of June 30, 2019 and December 31, 2018, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):

	June 30, 2019						December 31, 2018
			Derivative (2)						Derivative (2)
	Notional or						Notional or
	Contractual						Contractual
	Amount (1)		Assets		Liabilities		Amount (1)		Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts:
Cash flow hedges	$	252,500	$	—	$	9,332	$	152,500	$	—	$	4,786
Fair value hedges		135,455		284		6,077		137,596		1,872		1,684
Derivatives not designated as accounting hedges:
Loan Swaps :
Pay fixed - receive floating interest rate swaps		1,131,321		646		48,392		878,446		10,120		9,306
Pay floating - receive fixed interest rate swaps		1,131,321		48,392		646		878,446		9,306		10,120

(1) Notional amounts are not recorded on the Company’s Consolidated Balance Sheet and are generally used only as a basis on which interest and other payments are determined.

(2) Balances represent fair value of derivative financial instruments.

Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of June 30, 2019 and December 31, 2018 (dollars in thousands):

	June 30, 2019				December 31, 2018
			Cumulative				Cumulative
			Amount of Basis				Amount of Basis
			Adjustments				Adjustments
			Included in the				Included in the
	Carrying Amount		Carrying		Carrying Amount		Carrying
	of Hedged		Amount of the		of Hedged		Amount of the
	Assets/(Liabilities)		Hedged		Assets/(Liabilities)		Hedged
	Amount (1)		Assets/(Liabilities)		Amount (1)		Assets/(Liabilities)
Line items on the Consolidated Balance Sheets in which the hedged item is included:
Securities available-for-sale (1) (2)	$	219,275	$	4,088	$	224,241	$	1,399
Loans		85,455		1,719		87,596		(1,572)

(1)  These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. For the periods ended June 30, 2019 and December 31, 2018, the amortized cost basis of this portfolio was $219 million and $224 million, respectively and the cumulative basis adjustment associated with this hedge was $4.1 million and $1.4 million, respectively. The amount of the designated hedged item was $50 million.

(2)  Carrying value represents amortized cost.

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STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2019

Equity [Abstract]

Change in Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)

The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2019 is summarized as follows, net of tax (dollars in thousands):

			Unrealized Gains
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses) on
	Securities		HTM		Flow Hedge		BOLI		Total
Balance - March 31, 2019	$	14,047	$	90	$	(4,733)	$	(1,007)	$	8,397
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification		22,151		—		(2,595)		—		19,556
Amounts reclassified from AOCI into earnings		(73)		(5)		173		19		114
Net current period other comprehensive income (loss)		22,078		(5)		(2,422)		19		19,670
Balance - June 30, 2019	$	36,125	$	85	$	(7,155)	$	(988)	$	28,067

			Unrealized Gains
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses) on
	Securities		HTM		Flow Hedge		BOLI		Total
Balance - December 31, 2018	$	(5,949)	$	95	$	(3,393)	$	(1,026)	$	(10,273)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification		42,233		—		(4,055)		—		38,178
Amounts reclassified from AOCI into earnings		(159)		(10)		293		38		162
Net current period other comprehensive income (loss)		42,074		(10)		(3,762)		38		38,340
Balance - June 30, 2019	$	36,125	$	85	$	(7,155)	$	(988)	$	28,067

The change in accumulated other comprehensive income (loss) for the three and six months ended June 30, 2018 is summarized as follows, net of tax (dollars in thousands):

			Unrealized Gain
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses)
	Securities		HTM		Flow Hedge		on BOLI		Total
Balance - March 31, 2018	$	(11,485)	$	2,406	$	(2,148)	$	(1,083)	$	(12,310)
Transfers of HTM securities to AFS securities (1)		2,785		(2,785)		—		—		—
Cumulative effects from adoption of new accounting standard (2)		404		583		(1,094)		—		(107)
Other comprehensive income (loss):										—
Other comprehensive income (loss) before reclassification (1)		(2,586)		—		675		—		(1,911)
Amounts reclassified from AOCI into earnings		69		(99)		294		19		283
Net current period other comprehensive income (loss)		(2,517)		(99)		969		19		(1,628)
Balance - June 30, 2018	$	(10,813)	$	105	$	(2,273)	$	(1,064)	$	(14,045)

(1) During the second quarter of 2018, the Company adopted ASU No. 2017-12. As part of this adoption, the Company made a one-time election to transfer eligible HTM securities to the AFS category. The transfer of these securities resulted in an increase of approximately $400,000 to AOCI and is included as unrealized gains (losses) on AFS securities above.

(2) During the second quarter of 2018, the Company adopted ASU No. 2018-02, which resulted in a reclassification of these amounts from AOCI to retained earnings.

			Unrealized Gain
			(Losses)
	Unrealized		for AFS				Unrealized
	Gains (Losses)		Securities		Change in Fair		Gains
	on AFS		Transferred to		Value of Cash		(Losses)
	Securities		HTM		Flow Hedge		on BOLI		Total
Balance - December 31, 2017	$	1,874	$	2,705	$	(4,361)	$	(1,102)	$	(884)
Transfers of HTM securities to AFS securities (1)		2,785		(2,785)		—		—		—
Cumulative effects from adoption of new accounting standard (2)		404		583		(1,094)		—		(107)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassification (1)		(15,777)		—		2,639		—		(13,138)
Amounts reclassified from AOCI into earnings		(99)		(398)		543		38		84
Net current period other comprehensive income (loss)		(15,876)		(398)		3,182		38		(13,054)
Balance - June 30, 2018	$	(10,813)	$	105	$	(2,273)	$	(1,064)	$	(14,045)

(1) During the second quarter of 2018, the Company adopted No. ASU 2017-12. As part of this adoption, the Company made a one-time election to transfer eligible HTM securities to the AFS category. The transfer of these securities resulted in an increase of approximately $400,000 to AOCI and is included as unrealized gains (losses) on AFS securities above.

(2) During the second quarter of 2018, the Company adopted No. ASU 2018-02, which resulted in a reclassification of these amounts from AOCI to retained earnings. 

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
AFS securities:
U.S. government and agency securities	$	—	$	4,480	$	—	$	4,480
Obligations of states and political subdivisions		—		509,747		—		509,747
Corporate and other bonds		—		206,313		—		206,313
Mortgage-backed securities		—		1,275,405		—		1,275,405
Other securities		—		3,549		—		3,549
Loans held for sale		—		62,908		—		62,908
Derivatives:
Interest rate swap		—		49,038		—		49,038
Fair value hedges		—		284		—		284
LIABILITIES
Derivatives:
Interest rate swap	$	—	$	49,038	$	—	$	49,038
Cash flow hedges		—		9,332		—		9,332
Fair value hedges		—		6,077		—		6,077

	Fair Value Measurements at December 31, 2018 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
AFS securities:
Obligations of states and political subdivisions	$	—	$	468,491	$	—	$	468,491
Corporate and other bonds		—		167,696		—		167,696
Mortgage-backed securities		—		1,129,865		—		1,129,865
Other securities		—		8,769		—		8,769
Derivatives:
Interest rate swap		—		19,426		—		19,426
Fair value hedges		—		1,872		—		1,872
LIABILITIES
Derivatives:
Interest rate swap	$	—	$	19,426	$	—	$	19,426
Cash flow hedges		—		4,786		—		4,786
Fair value hedges		—		1,684		—		1,684

Schedule of Financial Assets Measured at Fair Value on Nonrecurring Basis

The following tables summarize the Company’s financial assets that were measured at fair value on a nonrecurring basis at June 30, 2019 and December 31, 2018 (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Impaired loans	$	—	$	—	$	—	$	—
Foreclosed properties		—		—		6,506		6,506
Former bank premises		—		—		6,908		6,908

	Fair Value Measurements at December 31, 2018 using
			Significant
	Quoted Prices in		Other		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	Level 1		Level 2		Level 3		Balance
ASSETS
Impaired loans	$	—	$	—	$	3,734	$	3,734
Foreclosed properties		—		—		6,722		6,722
Former bank premises		—		—		2,090		2,090

Carrying Values and Estimated Fair Values of the Company's Financial Instruments

The carrying values and estimated fair values of the Company’s financial instruments at June 30, 2019 and December 31, 2018 are as follows (dollars in thousands):

	Fair Value Measurements at June 30, 2019 using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable		Total Fair
			Identical Assets		Inputs		Inputs		Value
	Carrying
	Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	320,478	$	320,478	$	—	$	—	$	320,478
AFS securities		1,999,494		—		1,999,494		—		1,999,494
HTM securities		558,503		—		579,082		18,493		597,575
Restricted stock		145,859		—		145,859		—		145,859
Loans held for sale		62,908		—		62,908		—		62,908
Net loans		12,178,051		—		—		12,021,785		12,021,785
Derivatives:
Interest rate swap		49,038		—		49,038		—		49,038
Fair value hedges		284		—		284		—		284
Accrued interest receivable		58,060		—		58,060		—		58,060
BOLI		318,734		—		318,734		—		318,734
LIABILITIES
Deposits	$	12,515,544	$	—	$	12,550,655	$	—	$	12,550,655
Borrowings		1,909,171		—		1,879,214		—		1,879,214
Accrued interest payable		7,545		—		7,545		—		7,545
Derivatives:
Interest rate swap		49,038		—		49,038		—		49,038
Cash flow hedges		9,332		—		9,332		—		9,332
Fair value hedges		6,077		—		6,077		—		6,077

	Fair Value Measurements at December 31, 2018 using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable		Total Fair
			Identical Assets		Inputs		Inputs		Value
	Carrying
	Value		Level 1		Level 2		Level 3		Balance
ASSETS
Cash and cash equivalents	$	261,199	$	261,199	$	—	$	—	$	261,199
AFS securities		1,774,821		—		1,774,821		—		1,774,821
HTM securities		492,272		—		499,501		—		499,501
Restricted stock		124,602		—		124,602		—		124,602
Net loans		9,675,162		—		—		9,534,717		9,534,717
Derivatives:
Interest rate swap		19,426		—		19,426		—		19,426
Fair value hedges		1,872		—		1,872		—		1,872
Accrued interest receivable		46,062		—		46,062		—		46,062
BOLI		263,034		—		263,034		—		263,034
LIABILITIES
Deposits	$	9,970,960	$	—	$	9,989,788	$	—	$	9,989,788
Borrowings		1,756,278		—		1,742,038		—		1,742,038
Accrued interest payable		5,284		—		5,284		—		5,284
Derivatives:
Interest rate swap		19,426		—		19,426		—		19,426
Cash flow hedges		4,786		—		4,786		—		4,786
Fair value hedges		1,684		—		1,684		—		1,684

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REVENUE (Tables)

6 Months Ended

Jun. 30, 2019

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Noninterest income disaggregated by major source, for the three and six months ended June 30, 2019 and 2018, consisted of the following (dollars in thousands):

	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2019		2018		2019		2018
Noninterest income:
Deposit Service Charges (1):
Overdraft fees, net	$	6,045	$	5,173	$	11,827	$	9,992
Maintenance fees & other		1,454		1,016		2,829		2,091
Other service charges and fees (1)		1,702		1,278		3,367		2,512
Interchange fees, net (1)		5,612		4,792		10,656		9,280
Fiduciary and asset management fees (1):
Trust asset management fees		1,976		1,436		3,315		2,781
Registered advisor management fees, net		2,825		1,606		5,701		2,325
Brokerage management fees, net		897		998		1,736		1,990
Mortgage banking income, net		2,785		—		4,240		—
Gains (losses) on securities transactions, net		51		(88)		202		125
Bank owned life insurance income		2,075		1,728		4,129		3,395
Loan-related interest rate swap fees, net		3,716		898		5,176		1,617
Gain on Shore Premier sale		—		20,899		—		20,899
Other operating income (2)		1,440		861		2,337		3,858
Total noninterest income (3)	$	30,578	$	40,597	$	55,515	$	60,865

(1)   Income within scope of Topic 606.

(2)   Includes income within the scope of Topic 606 of $1.1 million and $874,000 for the three months ended June 30, 2019 and 2018, respectively, and $1.9 million and $1.6 million for the six months ended June 30, 2019 and 2018, respectively. The remaining balance is outside the scope of Topic 606.

(3)   Noninterest income for the discontinued mortgage segment is reported in Note 14 "Segment Reporting & Discontinued Operations."

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EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Reconciliation of the Denominators of the Basic and Diluted EPS Computations

The following table presents EPS from continuing operations, discontinued operations and total net income available to common shareholders for the three and six months ended June 30, 2019 and 2018 (dollars in thousands except per share data):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net Income:
Income from continuing operations	$	48,908	$	49,800	$	84,623	$	66,374
Income (loss) from discontinued operations		(85)		(2,473)		(170)		(2,408)
Net income available to common shareholders	$	48,823	$	47,327	$	84,453	$	63,966
Weighted average shares outstanding, basic		82,062		65,919		79,283		65,738
Dilutive effect of stock awards and warrants		63		47		62		64
Weighted average shares outstanding, diluted		82,125		65,966		79,345		65,802
Basic EPS:
EPS from continuing operations	$	0.59	$	0.76	$	1.06	$	1.01
EPS from discontinued operations		—		(0.04)		—		(0.04)
EPS available to common shareholders	$	0.59	$	0.72	$	1.06	$	0.97
Diluted EPS:
EPS from continuing operations	$	0.59	$	0.75	$	1.06	$	1.01
EPS from discontinued operations		—		(0.03)		—		(0.04)
EPS available to common shareholders	$	0.59	$	0.72	$	1.06	$	0.97

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SEGMENT REPORTING & DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Information About Reportable Segments and Reconciliation

The following table presents summarized operating results of the discontinued mortgage segment for the three and six months ended June 30, 2019 and 2018, respectively (dollars in thousands):

		Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Net interest income	$	—	$	368	$	—	$	642
Provision for credit losses		—		(240)		—		(264)
Net interest income after provision for credit losses		—		608		—		906
Noninterest income		—		1,668		1		3,710
Noninterest expenses		114		5,361		230		7,624
Income before income taxes		(114)		(3,085)		(229)		(3,008)
Income tax expense (benefit)		(29)		(612)		(59)		(600)
Net income (loss) on discontinued operations	$	(85)	$	(2,473)	$	(170)	$	(2,408)

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ACCOUNTING POLICIES - The Company and Business Combinations and Divestitures Narrative (Details) $ in Thousands		6 Months Ended
	Feb. 01, 2019 USD ($) shares	Jun. 30, 2019 USD ($) item	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Date when former legal or registered name was changed		May 17, 2019
Number of bank branches (branch) | item		153
Number of ATMs (ATM) | item		200
Cash paid in acquisition		$ 12	$ 10,928
Goodwill		$ 930,449		$ 727,168
Xenith
Business Acquisition [Line Items]
Number of bank branches (branch) | item		7
Access National Bank
Business Acquisition [Line Items]
Fair value of total consideration transferred	$ 499,986
Number of shares equivalent to each share of acquired entity (shares) | shares	0.75
Number of common shares issued (shares) | shares	15,842,026
Cash paid in acquisition	$ 12
Goodwill	203,265
Acquired amortizable intangible assets	$ 43,500
Minimum | Access National Bank
Business Acquisition [Line Items]
Intangible assets, amortization period (years)	5 years
Maximum | Access National Bank
Business Acquisition [Line Items]
Intangible assets, amortization period (years)	10 years

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ACCOUNTING POLICIES - Affordable Housing Entities Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Affordable Housing Projects [Abstract]
Affordable housing projects, recognized amortization	$ 682,000	$ 236,000	$ 1,200,000	$ 471,000
Affordable housing projects, tax credits	728,000	$ 281,000	1,300,000	$ 564,000
Affordable housing projects, investment amount	29,600,000		29,600,000		$ 10,800,000
Affordable housing projects, liability	$ 12,800,000		$ 12,800,000		$ 9,900,000

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ACCOUNTING POLICIES - New Accounting Standards (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019	Jun. 30, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease, liability	$ 69,398
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease, liability	69,400	$ 53,200
Operating lease, right-of-use asset	57,100	$ 48,900
Accumulated Other Comprehensive Income (Loss)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of new accounting principle in period of adoption			$ (107)
Accumulated Other Comprehensive Income (Loss) | Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect of new accounting principle in period of adoption	$ (1,100)

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ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 01, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Business Acquisition [Line Items]
Cash paid in acquisition				$ 12	$ 10,928
Merger-related costs		$ 6,371	$ 8,273	24,493	35,985
Access National Bank
Business Acquisition [Line Items]
Number of shares equivalent to each share of acquired entity (shares)	0.75
Number of common shares issued (shares)	15,842,026
Consideration transferred, fair value	$ 499,974
Cash paid in acquisition	12
Merger-related costs		$ 5,800	$ 0	$ 23,600	$ 0
Performing | Access National Bank
Business Acquisition [Line Items]
Acquired performing loans, fair value	2,100,000
Contractually required principal and interest payments	2,500,000
Contractual cash flows not expected to be collected	17,900
Nonperforming | Access National Bank
Business Acquisition [Line Items]
Fair value of loans acquired with a deterioration of credit quality	33,110
Contractually required principal and interest payments	$ 44,232

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ACQUISITIONS - Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		6 Months Ended
	Feb. 01, 2019	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Business Acquisition [Line Items]
Cash paid for fractional shares		$ 12	$ 10,928
Fair value of liabilities assumed:
Goodwill		$ 930,449		$ 727,168
Access National Bank
Business Acquisition [Line Items]
Fair value of shares of the Company's common stock issued	$ 499,974
Cash paid for fractional shares	12
Total purchase price	499,986
Fair value of assets acquired:
Cash and cash equivalents	46,164
Investments	464,742
Loans	2,173,481
Premises and equipment	28,001
Core deposit intangibles	40,860
Other assets	102,111
Total assets	2,855,359
Fair value of liabilities assumed:
Deposits	2,227,073
Short-term borrowings	220,685
Long-term borrowings	70,535
Other liabilities	40,345
Total liabilities	2,558,638
Net assets acquired	296,721
Goodwill	$ 203,265

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ACQUISITIONS - Acquired Loans Receivable (Details) - Nonperforming - Access National Bank $ in Thousands	Feb. 01, 2019 USD ($)
Business Acquisition [Line Items]
Contractually required principal and interest payments	$ 44,232
Nonaccretable difference	(6,061)
Cash flows expected to be collected	38,171
Accretable difference	(5,061)
Fair value of loans acquired with a deterioration of credit quality	$ 33,110

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ACQUISITIONS - Pro Forma Information (Details) - Access National Bank - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Business Acquisition [Line Items]
Total revenues	$ 169,172	$ 184,758	$ 332,326	$ 341,407
Net income	$ 53,480	$ 57,741	$ 105,787	$ 82,599
Earnings per share (in dollars per share)	$ 0.65	$ 0.71	$ 1.32	$ 1.01

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SECURITIES (Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Values of Investment Securities) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]
Total AFS securities	$ 1,949,679	$ 1,780,952
Gross Unrealized Gains	51,764	9,414
Gross Unrealized (Losses)	(1,949)	(15,545)
Estimated Fair Value	1,999,494	1,774,821
U.S. government and agency securities
Debt Securities, Available-for-sale [Line Items]
Total AFS securities	4,462
Gross Unrealized Gains	18
Gross Unrealized (Losses)	0
Estimated Fair Value	4,480
Obligations of states and political subdivisions
Debt Securities, Available-for-sale [Line Items]
Total AFS securities	485,192	466,588
Gross Unrealized Gains	24,566	3,844
Gross Unrealized (Losses)	(11)	(1,941)
Estimated Fair Value	509,747	468,491
Corporate and other bonds
Debt Securities, Available-for-sale [Line Items]
Total AFS securities	202,935	167,561
Gross Unrealized Gains	3,887	1,118
Gross Unrealized (Losses)	(509)	(983)
Estimated Fair Value	206,313	167,696
Mortgage-backed securities
Debt Securities, Available-for-sale [Line Items]
Total AFS securities	1,253,541	1,138,034
Gross Unrealized Gains	23,293	4,452
Gross Unrealized (Losses)	(1,429)	(12,621)
Estimated Fair Value	1,275,405	1,129,865
Other securities
Debt Securities, Available-for-sale [Line Items]
Total AFS securities	3,549	8,769
Gross Unrealized Gains	0	0
Gross Unrealized (Losses)	0	0
Estimated Fair Value	$ 3,549	$ 8,769

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SECURITIES (Schedule of Gross Unrealized Losses and Fair Value of Investments) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Schedule of gross unrealized losses and fair value of investments [Line Items]
Less than 12 months, Fair Value	$ 38,119	$ 475,029
Less than 12 months, Unrealized Losses	(201)	(5,361)
More than 12 Months, Fair Value	183,952	385,433
More than 12 months, Unrealized Losses	(1,748)	(10,184)
Total, Fair Value	222,071	860,462
Total, Unrealized Losses	(1,949)	(15,545)
Obligations of states and political subdivisions
Schedule of gross unrealized losses and fair value of investments [Line Items]
Less than 12 months, Fair Value	775	133,513
Less than 12 months, Unrealized Losses	0	(1,566)
More than 12 Months, Fair Value	731	10,145
More than 12 months, Unrealized Losses	(11)	(375)
Total, Fair Value	1,506	143,658
Total, Unrealized Losses	(11)	(1,941)
Corporate and other bonds
Schedule of gross unrealized losses and fair value of investments [Line Items]
Less than 12 months, Fair Value	10,518	35,478
Less than 12 months, Unrealized Losses	(85)	(315)
More than 12 Months, Fair Value	33,592	33,888
More than 12 months, Unrealized Losses	(424)	(668)
Total, Fair Value	44,110	69,366
Total, Unrealized Losses	(509)	(983)
Mortgage-backed securities
Schedule of gross unrealized losses and fair value of investments [Line Items]
Less than 12 months, Fair Value	26,826	306,038
Less than 12 months, Unrealized Losses	(116)	(3,480)
More than 12 Months, Fair Value	149,629	341,400
More than 12 months, Unrealized Losses	(1,313)	(9,141)
Total, Fair Value	176,455	647,438
Total, Unrealized Losses	$ (1,429)	$ (12,621)

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SECURITIES (Narrative) (Details)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2019 USD ($) security	Jun. 30, 2019 USD ($) security	Dec. 31, 2018 USD ($) security
Schedule of Investments [Line Items]
Available-for-sale securities that had been in a continuous loss position for more than 12 months, fair value	$ 183,952,000	$ 183,952,000	$ 385,433,000
Available-for-sale securities that had been in a continuous loss position for more than 12 months, unrealized loss	$ 1,748,000	$ 1,748,000	$ 10,184,000
Federal Home Loan Bank requires Bank to maintain percentage of stock equal to outstanding borrowings		4.25%	4.25%
Held-to-maturity, securities in unrealized loss positions, qualitative disclosure, number of positions (security) | security	0	0	0
Percentage of Federal Reserve Bank of Richmond reserve		6.00%	6.00%
Restricted equity securities consist of Federal Reserve Bank stock	$ 67,000,000.0	$ 67,000,000.0	$ 52,600,000
Federal Home Loan Bank stock	78,900,000	$ 78,900,000	$ 72,000,000.0
Credit-related OTTI	$ 0
Available-for-sale Securities
Schedule of Investments [Line Items]
Number of available-for-sale securities that had been in a continuous loss position | security	84	84	138

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SECURITIES (Schedule of Amortized Cost and Estimated Fair Value of Securities) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Amortized Cost
Due in one year or less	$ 16,726	$ 22,653
Due after one year through five years	164,576	191,003
Due after five years through ten years	246,735	218,211
Due after ten years	1,521,642	1,349,085
Total AFS securities	1,949,679	1,780,952
Estimated Fair Value
Due in one year or less	16,828	22,789
Due after one year through five years	166,589	188,999
Due after five years through ten years	252,016	217,304
Due after ten years	1,564,061	1,345,729
Total AFS securities	1,999,494	1,774,821
Carrying Value
Due in one year or less	250	0
Due after one year through five years	8,167	3,893
Due after five years through ten years	3,992	3,480
Due after ten years	546,094	484,899
Total HTM securities	558,503	492,272
Estimated Fair Value
Due in one year or less	250	0
Due after one year through five years	8,354	3,900
Due after five years through ten years	4,093	3,507
Due after ten years	584,878	492,094
Total HTM securities	$ 597,575	$ 499,501

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SECURITIES (Schedule of Carrying Value, Gross Unrealized Gains and Losses and Estimated Fair Value of Securities) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Schedule of Held-to-maturity Securities [Line Items]
Total HTM securities	$ 558,503	$ 492,272
Gross Unrealized Gains	39,072
Gross Unrealized (Losses)	0
Estimated Fair Value	597,575	499,501
Obligations of states and political subdivisions
Schedule of Held-to-maturity Securities [Line Items]
Total HTM securities	547,591	492,272
Gross Unrealized Gains	38,966	7,375
Gross Unrealized (Losses)	0	(146)
Estimated Fair Value	586,557	$ 499,501
Mortgage-backed securities
Schedule of Held-to-maturity Securities [Line Items]
Total HTM securities	10,912
Gross Unrealized Gains	106
Gross Unrealized (Losses)	0
Estimated Fair Value	$ 11,018

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SECURITIES (Gross Unrealized Losses and Fair Value of Securities) (Details) - Obligations of states and political subdivisions - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Schedule of Held-to-maturity Securities [Line Items]
Less than 12 months, Fair Value	$ 250	$ 43,206
Less than 12 months, Unrealized Losses	0	(146)
More than 12 months, Fair Value	0	0
More than 12 months, Unrealized Losses	0	0
Total, Fair Value	250	43,206
Total, Unrealized Losses	$ 0	$ (146)

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SECURITIES (Gross Realized Gains and Losses on the Sale of Securities) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Realized gains (losses):
Gross realized gains	$ 844	$ 2,095	$ 2,057	$ 2,793
Gross realized losses	(793)	(2,183)	(1,855)	(2,668)
Net realized gains	51	(88)	202	125
Proceeds from Sale of Debt Securities, Available-for-sale	$ 179,701	$ 193,666	$ 387,950	$ 309,516

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Loans Stated at Face Amount, Net of Deferred Fees and Costs) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	$ 12,220,514	$ 9,716,207
Loans receivable, deferred fees and costs	7,200	5,100
Construction and Land Development
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	1,267,712	1,194,821
Commercial Real Estate - Owner Occupied
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	1,966,776	1,337,345
Commercial Real Estate - Non-Owner Occupied
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	3,104,823	2,467,410
Multifamily Real Estate
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	602,115	548,231
Commercial & Industrial
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	2,032,799	1,317,135
Residential 1-4 Family - Commercial
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	801,703	713,750
Residential 1-4 Family - Mortgage
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	850,063	600,578
Auto
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	311,858	301,943
HELOC
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	660,621	613,383
Consumer
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	383,653	379,694
Other Commercial
Loans and Leases Receivable Disclosure [Line Items]
Total loans held for investment, net	$ 238,391	$ 241,917

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LOANS AND ALLOWANCE FOR LOAN LOSSES (Summary of Aging of the Loan Portfolio by Segment) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	$ 8,828	$ 8,856
Total Loans	12,220,514	9,716,207
Nonaccrual	27,462	26,953
Current	12,048,627	9,537,156
Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	101,301	90,221
Current	85,583	71,213
30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	26,129	41,434
60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	8,167	11,587
Construction and Land Development
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	855	180
Total Loans	1,267,712	1,194,821
Nonaccrual	5,619	8,018
Current	1,246,412	1,177,204
Construction and Land Development | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	12,181	8,654
Current	10,720	7,122
Construction and Land Development | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	2,327	759
Construction and Land Development | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	318	6
Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	2,540	3,193
Total Loans	1,966,776	1,337,345
Nonaccrual	4,062	3,636
Current	1,925,839	1,294,975
Commercial Real Estate - Owner Occupied | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	32,628	25,644
Current	27,909	20,705
Commercial Real Estate - Owner Occupied | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,707	8,755
Commercial Real Estate - Owner Occupied | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	1,142
Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	1,489	0
Total Loans	3,104,823	2,467,410
Nonaccrual	1,685	1,789
Current	3,085,589	2,447,907
Commercial Real Estate - Non-Owner Occupied | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	15,755	17,335
Current	14,640	15,464
Commercial Real Estate - Non-Owner Occupied | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	141	338
Commercial Real Estate - Non-Owner Occupied | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	164	41
Multifamily Real Estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	0	0
Total Loans	602,115	548,231
Nonaccrual	0	0
Current	600,805	547,997
Multifamily Real Estate | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	92	88
Current	92	88
Multifamily Real Estate | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,218	0
Multifamily Real Estate | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	146
Commercial & Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	295	132
Total Loans	2,032,799	1,317,135
Nonaccrual	1,183	1,524
Current	2,022,993	1,309,581
Commercial & Industrial | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	3,930	2,156
Current	2,604	1,017
Commercial & Industrial | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	3,223	3,353
Commercial & Industrial | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,175	389
Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	863	1,409
Total Loans	801,703	713,750
Nonaccrual	4,135	2,481
Current	781,757	687,957
Residential 1-4 Family - Commercial | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	12,675	13,707
Current	11,423	9,312
Residential 1-4 Family - Commercial | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,622	6,619
Residential 1-4 Family - Commercial | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	651	1,577
Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	845	2,437
Total Loans	850,063	600,578
Nonaccrual	8,677	7,276
Current	813,950	556,907
Residential 1-4 Family - Mortgage | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	17,821	16,766
Current	12,619	12,455
Residential 1-4 Family - Mortgage | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	5,969	12,049
Residential 1-4 Family - Mortgage | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	2,801	5,143
Auto
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	122	195
Total Loans	311,858	301,943
Nonaccrual	449	576
Current	308,861	297,442
Auto | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	7	7
Current	7	7
Auto | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	2,120	3,320
Auto | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	299	403
HELOC
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	658	440
Total Loans	660,621	613,383
Nonaccrual	1,432	1,518
Current	647,348	600,055
HELOC | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	4,869	5,115
Current	4,231	4,365
HELOC | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	4,978	4,611
HELOC | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,336	1,644
Consumer
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	1,099	870
Total Loans	383,653	379,694
Nonaccrual	115	135
Current	377,533	376,057
Consumer | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	689	32
Current	684	18
Consumer | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	2,794	1,504
Consumer | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,423	1,096
Other Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Greater than 90 Days and still Accruing	62	0
Total Loans	238,391	241,917
Nonaccrual	105	0
Current	237,540	241,074
Other Commercial | Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Loans	654	717
Current	654	660
Other Commercial | 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	$ 30	126
Other Commercial | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due		$ 0

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LOANS AND ALLOWANCE FOR LOAN LOSSES (PCI Loan Portfolios by Segment and Delinquency Status) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	$ 12,048,627	$ 9,537,156
Total Loans	12,220,514	9,716,207
Construction and Land Development
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	1,246,412	1,177,204
Total Loans	1,267,712	1,194,821
Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	1,925,839	1,294,975
Total Loans	1,966,776	1,337,345
Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	3,085,589	2,447,907
Total Loans	3,104,823	2,467,410
Multifamily Real Estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	600,805	547,997
Total Loans	602,115	548,231
Commercial & Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	2,022,993	1,309,581
Total Loans	2,032,799	1,317,135
Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	781,757	687,957
Total Loans	801,703	713,750
Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	813,950	556,907
Total Loans	850,063	600,578
Auto
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	308,861	297,442
Total Loans	311,858	301,943
HELOC
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	647,348	600,055
Total Loans	660,621	613,383
Consumer
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	377,533	376,057
Total Loans	383,653	379,694
Other Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	237,540	241,074
Total Loans	238,391	241,917
Purchased Impaired
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	85,583	71,213
Total Loans	101,301	90,221
Purchased Impaired | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	3,553	4,264
Purchased Impaired | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	12,165	14,744
Purchased Impaired | Construction and Land Development
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	10,720	7,122
Total Loans	12,181	8,654
Purchased Impaired | Construction and Land Development | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	165	108
Purchased Impaired | Construction and Land Development | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,296	1,424
Purchased Impaired | Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	27,909	20,705
Total Loans	32,628	25,644
Purchased Impaired | Commercial Real Estate - Owner Occupied | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	745	658
Purchased Impaired | Commercial Real Estate - Owner Occupied | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	3,974	4,281
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	14,640	15,464
Total Loans	15,755	17,335
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	116	61
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	999	1,810
Purchased Impaired | Multifamily Real Estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	92	88
Total Loans	92	88
Purchased Impaired | Multifamily Real Estate | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	0
Purchased Impaired | Multifamily Real Estate | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	0
Purchased Impaired | Commercial & Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	2,604	1,017
Total Loans	3,930	2,156
Purchased Impaired | Commercial & Industrial | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	245	47
Purchased Impaired | Commercial & Industrial | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,081	1,092
Purchased Impaired | Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	11,423	9,312
Total Loans	12,675	13,707
Purchased Impaired | Residential 1-4 Family - Commercial | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	582	931
Purchased Impaired | Residential 1-4 Family - Commercial | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	670	3,464
Purchased Impaired | Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	12,619	12,455
Total Loans	17,821	16,766
Purchased Impaired | Residential 1-4 Family - Mortgage | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	1,423	1,899
Purchased Impaired | Residential 1-4 Family - Mortgage | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	3,779	2,412
Purchased Impaired | Auto
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	7	7
Total Loans	7	7
Purchased Impaired | Auto | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	0
Purchased Impaired | Auto | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	0
Purchased Impaired | HELOC
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	4,231	4,365
Total Loans	4,869	5,115
Purchased Impaired | HELOC | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	277	498
Purchased Impaired | HELOC | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	361	252
Purchased Impaired | Consumer
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	684	18
Total Loans	689	32
Purchased Impaired | Consumer | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	5
Purchased Impaired | Consumer | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	5	9
Purchased Impaired | Other Commercial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current	654	660
Total Loans	654	717
Purchased Impaired | Other Commercial | 30 To 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	0	57
Purchased Impaired | Other Commercial | Greater than 90 Days
Financing Receivable, Recorded Investment, Past Due [Line Items]
Past Due	$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Impaired Loans Individually Evaluated for Impairment by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Recorded Investment
Loans without a specific allowance	$ 41,835		$ 41,835		$ 42,991
Loans with a specific allowance	17,701		17,701		16,237
Total impaired loans	59,536		59,536		59,228
Unpaid Principal Balance
Loans without a specific allowance	45,270		45,270		46,890
Loans with a specific allowance	18,917		18,917		17,662
Total impaired loans	64,187		64,187		64,552
Related Allowance	1,922		1,922		2,217
Average Investment	60,489	$ 71,498	60,813	$ 72,255
Interest Income Recognized	317	473	772	1,027
Construction and Land Development
Recorded Investment
Loans without a specific allowance	6,837		6,837		10,290
Loans with a specific allowance	877		877		372
Unpaid Principal Balance
Loans without a specific allowance	8,863		8,863		12,038
Loans with a specific allowance	954		954		491
Related Allowance	111		111		63
Average Investment	7,811	12,572	8,167	12,458
Interest Income Recognized	13	68	54	145
Commercial Real Estate - Owner Occupied
Recorded Investment
Loans without a specific allowance	10,138		10,138		8,386
Loans with a specific allowance	1,723		1,723		4,304
Unpaid Principal Balance
Loans without a specific allowance	10,433		10,433		9,067
Loans with a specific allowance	1,834		1,834		4,437
Related Allowance	104		104		359
Average Investment	12,002	13,130	12,030	13,262
Interest Income Recognized	91	116	200	238
Commercial Real Estate - Non-Owner Occupied
Recorded Investment
Loans without a specific allowance	6,265		6,265		6,578
Loans with a specific allowance	565		565		391
Unpaid Principal Balance
Loans without a specific allowance	6,568		6,568		6,929
Loans with a specific allowance	613		613		391
Related Allowance	11		11		1
Average Investment	6,931	7,187	6,944	7,496
Interest Income Recognized	60	48	119	109
Commercial & Industrial
Recorded Investment
Loans without a specific allowance	2,583		2,583		3,059
Loans with a specific allowance	407		407		1,183
Unpaid Principal Balance
Loans without a specific allowance	2,605		2,605		3,251
Loans with a specific allowance	430		430		1,442
Related Allowance	135		135		752
Average Investment	3,038	5,792	3,081	5,970
Interest Income Recognized	27	57	59	130
Residential 1-4 Family - Commercial
Recorded Investment
Loans without a specific allowance	4,986		4,986		4,516
Loans with a specific allowance	4,703		4,703		3,180
Unpaid Principal Balance
Loans without a specific allowance	5,126		5,126		4,576
Loans with a specific allowance	4,850		4,850		3,249
Related Allowance	341		341		185
Average Investment	9,969	7,744	9,730	7,839
Interest Income Recognized	73	72	138	140
Residential 1-4 Family - Mortgage
Recorded Investment
Loans without a specific allowance	8,821		8,821		8,504
Loans with a specific allowance	6,985		6,985		5,329
Unpaid Principal Balance
Loans without a specific allowance	9,455		9,455		9,180
Loans with a specific allowance	7,302		7,302		5,548
Related Allowance	612		612		374
Average Investment	15,986	18,876	16,057	18,951
Interest Income Recognized	6	63	105	163
Auto
Recorded Investment
Loans with a specific allowance	449		449		576
Unpaid Principal Balance
Loans with a specific allowance	668		668		830
Related Allowance	179		179		231
Average Investment	493	1,002	520	1,056
Interest Income Recognized	0	6	1	17
HELOC
Recorded Investment
Loans without a specific allowance	2,205		2,205		1,150
Loans with a specific allowance	1,230		1,230		724
Unpaid Principal Balance
Loans without a specific allowance	2,220		2,220		1,269
Loans with a specific allowance	1,340		1,340		807
Related Allowance	330		330		188
Average Investment	3,489	4,439	3,506	4,447
Interest Income Recognized	38	34	78	69
Consumer
Recorded Investment
Loans without a specific allowance	0		0		30
Loans with a specific allowance	186		186		178
Unpaid Principal Balance
Loans without a specific allowance	0		0		102
Loans with a specific allowance	349		349		467
Related Allowance	69		69		64
Average Investment	191	268	195	286
Interest Income Recognized	2	2	3	2
Other Commercial
Recorded Investment
Loans without a specific allowance	0		0		478
Loans with a specific allowance	576		576		0
Unpaid Principal Balance
Loans without a specific allowance	0		0		478
Loans with a specific allowance	577		577		$ 0
Related Allowance	30		30
Average Investment	579	488	583	490
Interest Income Recognized	$ 7	$ 7	$ 15	$ 14

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Summary of Modified Loans that Continue to Accrue Interest Under the Terms of Restructuring Agreement) (Details) $ in Thousands	Jun. 30, 2019 USD ($) loan	Dec. 31, 2018 USD ($) loan
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	115	114
Recorded Investment	$ 23,680	$ 26,598
Outstanding Commitment	$ 26	$ 0
Performing
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	89	85
Recorded Investment	$ 19,144	$ 19,201
Outstanding Commitment	$ 26	$ 0
Performing | Construction and Land Development
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	4	5
Recorded Investment	$ 1,953	$ 2,496
Outstanding Commitment	$ 0	$ 0
Performing | Commercial Real Estate - Owner Occupied
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	8	8
Recorded Investment	$ 2,734	$ 2,783
Outstanding Commitment	$ 26	$ 0
Performing | Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	3	4
Recorded Investment	$ 4,244	$ 4,438
Outstanding Commitment	$ 0	$ 0
Performing | Commercial & Industrial
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	2	4
Recorded Investment	$ 583	$ 978
Outstanding Commitment	$ 0	$ 0
Performing | Residential 1-4 Family - Commercial
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	40	30
Recorded Investment	$ 3,926	$ 2,887
Outstanding Commitment	$ 0	$ 0
Performing | Residential 1-4 Family - Mortgage
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	27	30
Recorded Investment	$ 5,161	$ 5,070
Outstanding Commitment	$ 0	$ 0
Performing | HELOC
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	2	2
Recorded Investment	$ 57	$ 58
Outstanding Commitment	$ 0	$ 0
Performing | Consumer
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	2	1
Recorded Investment	$ 15	$ 13
Outstanding Commitment	$ 0	$ 0
Performing | Other Commercial
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	1	1
Recorded Investment	$ 471	$ 478
Outstanding Commitment	$ 0	$ 0
Nonperforming
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	26	29
Recorded Investment	$ 4,536	$ 7,397
Outstanding Commitment	$ 0	$ 0
Nonperforming | Construction and Land Development
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	1	2
Recorded Investment	$ 1,016	$ 3,474
Outstanding Commitment	$ 0	$ 0
Nonperforming | Commercial Real Estate - Owner Occupied
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	2	2
Recorded Investment	$ 185	$ 198
Outstanding Commitment	$ 0	$ 0
Nonperforming | Commercial & Industrial
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	4	6
Recorded Investment	$ 421	$ 461
Outstanding Commitment	$ 0	$ 0
Nonperforming | Residential 1-4 Family - Commercial
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	0	1
Recorded Investment	$ 0	$ 60
Outstanding Commitment	$ 0	$ 0
Nonperforming | Residential 1-4 Family - Mortgage
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	17	15
Recorded Investment	$ 2,854	$ 3,135
Outstanding Commitment	$ 0	$ 0
Nonperforming | HELOC
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	2	2
Recorded Investment	$ 60	$ 62
Outstanding Commitment	$ 0	$ 0
Nonperforming | Consumer
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	0	1
Recorded Investment	$ 0	$ 7
Outstanding Commitment	$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Financing Receivable, Modifications [Line Items]
Period for restructured loan to be considered default	90 days
Total loans held for investment, net	$ 12,220,514	$ 9,716,207
Acquired Performing Loan Portfolio
Financing Receivable, Modifications [Line Items]
Total loans held for investment, net	3,500,000	2,000,000
Remaining discount on acquired loans	58,600	30,300
Purchased Impaired
Financing Receivable, Modifications [Line Items]
Total loans held for investment, net	101,301	90,221
Purchased impaired loans (gross)	$ 125,600	$ 113,500

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Schedule of TDR by Class and Modification Type) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($) loan	Jun. 30, 2018 USD ($) loan	Jun. 30, 2019 USD ($) loan	Jun. 30, 2018 USD ($) loan
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	10	15	20	22
Recorded Investment at Period End | $	$ 526	$ 3,293	$ 1,798	$ 4,558
Modified to interest only, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	0	0	0	0
Recorded Investment at Period End | $	$ 0	$ 0	$ 0	$ 0
Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	1	10	5	15
Recorded Investment at Period End | $	$ 43	$ 2,437	$ 382	$ 3,537
Term modification, below market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	9	5	15	7
Recorded Investment at Period End | $	$ 483	$ 856	$ 1,416	$ 1,021
Construction and Land Development | Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan		2		2
Recorded Investment at Period End | $		$ 1,263		$ 1,263
Commercial Real Estate - Owner Occupied | Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan		2		5
Recorded Investment at Period End | $		$ 564		$ 1,375
Commercial & Industrial | Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan		1		1
Recorded Investment at Period End | $		$ 63		$ 63
Residential 1-4 Family - Commercial | Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	0	1	2	2
Recorded Investment at Period End | $	$ 0	$ 72	$ 293	$ 221
Residential 1-4 Family - Commercial | Term modification, below market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	8	3	13	3
Recorded Investment at Period End | $	$ 431	$ 608	$ 1,358	$ 608
Residential 1-4 Family - Mortgage | Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	1	4	2	5
Recorded Investment at Period End | $	$ 43	$ 475	$ 80	$ 615
Residential 1-4 Family - Mortgage | Term modification, below market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	1	2	1	4
Recorded Investment at Period End | $	$ 52	$ 248	$ 52	$ 413
Consumer | Term modification, at a market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	0		1
Recorded Investment at Period End | $	$ 0		$ 9
Consumer | Term modification, below market rate
Financing Receivable, Modifications [Line Items]
No. of Loans | loan	0		1
Recorded Investment at Period End | $	$ 0		$ 6

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Allowance for Loan Loss Activity, by Portfolio Segment, Balances for Allowance for Credit Losses, and Loans Based on Impairment Methodology) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Dec. 31, 2018
Allowance for loan losses
Balance, beginning of the year	$ 41,045	$ 38,208
Recoveries credited to allowance	3,366	2,681
Loans charged off	(11,873)	(5,539)
Provision charged to operations	9,925	5,920
Balance, end of period	42,463	41,270
Total Loans
Loans individually evaluated for impairment			$ 59,536	$ 59,228
ALL individually evaluated for impairment			1,922	2,217
Loans collectively evaluated for impairment			12,059,677	9,566,758
ALL collectively evaluated for impairment			40,541	38,828
Total Loans			12,220,514	9,716,207
Total ALL	41,045	38,208	42,463	41,045
Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			101,301	90,221
Total ALL	0		0	0
Construction and Land Development
Allowance for loan losses
Balance, beginning of the year	6,803	9,709
Recoveries credited to allowance	97	279
Loans charged off	(800)	(61)
Provision charged to operations	(101)	(600)
Balance, end of period	5,999	9,327
Total Loans
Loans individually evaluated for impairment			7,714	10,662
ALL individually evaluated for impairment			111	63
Loans collectively evaluated for impairment			1,247,817	1,175,505
ALL collectively evaluated for impairment			5,888	6,740
Total Loans			1,267,712	1,194,821
Total ALL	6,803	9,709	5,999	6,803
Construction and Land Development | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			12,181	8,654
Total ALL	0		0	0
Commercial Real Estate - Owner Occupied
Allowance for loan losses
Balance, beginning of the year	4,023	2,931
Recoveries credited to allowance	54	346
Loans charged off	(231)	(125)
Provision charged to operations	235	788
Balance, end of period	4,081	3,940
Total Loans
Loans individually evaluated for impairment			11,861	12,690
ALL individually evaluated for impairment			104	359
Loans collectively evaluated for impairment			1,922,287	1,299,011
ALL collectively evaluated for impairment			3,977	3,664
Total Loans			1,966,776	1,337,345
Total ALL	4,023	2,931	4,081	4,023
Commercial Real Estate - Owner Occupied | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			32,628	25,644
Total ALL	0		0	0
Commercial Real Estate - Non-Owner Occupied
Allowance for loan losses
Balance, beginning of the year	8,865	7,544
Recoveries credited to allowance	92	7
Loans charged off	0	(94)
Provision charged to operations	654	295
Balance, end of period	9,611	7,752
Total Loans
Loans individually evaluated for impairment			6,830	6,969
ALL individually evaluated for impairment			11	1
Loans collectively evaluated for impairment			3,082,238	2,443,106
ALL collectively evaluated for impairment			9,600	8,864
Total Loans			3,104,823	2,467,410
Total ALL	8,865	7,544	9,611	8,865
Commercial Real Estate - Non-Owner Occupied | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			15,755	17,335
Total ALL	0		0	0
Multifamily Real Estate
Allowance for loan losses
Balance, beginning of the year	649	1,092
Recoveries credited to allowance	85	5
Loans charged off	0	0
Provision charged to operations	(70)	633
Balance, end of period	664	1,730
Total Loans
Loans individually evaluated for impairment			0	0
ALL individually evaluated for impairment			0	0
Loans collectively evaluated for impairment			602,023	548,143
ALL collectively evaluated for impairment			664	649
Total Loans			602,115	548,231
Total ALL	649	1,092	664	649
Multifamily Real Estate | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			92	88
Total ALL	0		0	0
Commercial & Industrial
Allowance for loan losses
Balance, beginning of the year	7,636	4,552
Recoveries credited to allowance	681	260
Loans charged off	(1,858)	(459)
Provision charged to operations	1,237	2,029
Balance, end of period	7,696	6,382
Total Loans
Loans individually evaluated for impairment			2,990	4,242
ALL individually evaluated for impairment			135	752
Loans collectively evaluated for impairment			2,025,879	1,310,737
ALL collectively evaluated for impairment			7,561	6,884
Total Loans			2,032,799	1,317,135
Total ALL	7,636	4,552	7,696	7,636
Commercial & Industrial | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			3,930	2,156
Total ALL	0		0	0
Residential 1-4 Family - Commercial
Allowance for loan losses
Balance, beginning of the year	1,984	4,437
Recoveries credited to allowance	127	140
Loans charged off	(267)	(113)
Provision charged to operations	148	(1,927)
Balance, end of period	1,992	2,537
Total Loans
Loans individually evaluated for impairment			9,689	7,696
ALL individually evaluated for impairment			341	185
Loans collectively evaluated for impairment			779,339	692,347
ALL collectively evaluated for impairment			1,651	1,799
Total Loans			801,703	713,750
Total ALL	1,984	4,437	1,992	1,984
Residential 1-4 Family - Commercial | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			12,675	13,707
Total ALL	0		0	0
Residential 1-4 Family - Mortgage
Allowance for loan losses
Balance, beginning of the year	1,200	1,524
Recoveries credited to allowance	219	202
Loans charged off	(37)	(141)
Provision charged to operations	136	304
Balance, end of period	1,518	1,889
Total Loans
Loans individually evaluated for impairment			15,806	13,833
ALL individually evaluated for impairment			612	374
Loans collectively evaluated for impairment			816,436	569,979
ALL collectively evaluated for impairment			906	826
Total Loans			850,063	600,578
Total ALL	1,200	1,524	1,518	1,200
Residential 1-4 Family - Mortgage | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			17,821	16,766
Total ALL	0		0	0
Auto
Allowance for loan losses
Balance, beginning of the year	1,443	975
Recoveries credited to allowance	339	190
Loans charged off	(703)	(480)
Provision charged to operations	334	403
Balance, end of period	1,413	1,088
Total Loans
Loans individually evaluated for impairment			449	576
ALL individually evaluated for impairment			179	231
Loans collectively evaluated for impairment			311,402	301,360
ALL collectively evaluated for impairment			1,234	1,212
Total Loans			311,858	301,943
Total ALL	1,443	975	1,413	1,443
Auto | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			7	7
Total ALL	0		0	0
HELOC
Allowance for loan losses
Balance, beginning of the year	1,297	1,360
Recoveries credited to allowance	434	469
Loans charged off	(523)	(267)
Provision charged to operations	47	(263)
Balance, end of period	1,255	1,299
Total Loans
Loans individually evaluated for impairment			3,435	1,874
ALL individually evaluated for impairment			330	188
Loans collectively evaluated for impairment			652,317	606,394
ALL collectively evaluated for impairment			925	1,109
Total Loans			660,621	613,383
Total ALL	1,297	1,360	1,255	1,297
HELOC | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			4,869	5,115
Total ALL	0		0	0
Consumer and all other
Allowance for loan losses
Balance, beginning of the year	7,145	4,084
Recoveries credited to allowance	1,238	783
Loans charged off	(7,454)	(3,799)
Provision charged to operations	7,305	4,258
Balance, end of period	8,234	5,326
Total Loans
Loans individually evaluated for impairment			762	686
ALL individually evaluated for impairment			99	64
Loans collectively evaluated for impairment			619,939	620,176
ALL collectively evaluated for impairment			8,135	7,081
Total Loans			622,044	621,611
Total ALL	7,145	$ 4,084	8,234	7,145
Consumer and all other | Purchased Impaired
Allowance for loan losses
Balance, beginning of the year	0
Balance, end of period	0
Total Loans
Total Loans			1,343	749
Total ALL	$ 0		$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Loans Receivables Related Risk Rating Excluding Purchased Impaired Loans) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment [Line Items]
Total Loans	$ 12,220,514	$ 9,716,207
Construction and Land Development
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,267,712	1,194,821
Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,966,776	1,337,345
Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Total Loans	3,104,823	2,467,410
Multifamily Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans	602,115	548,231
Commercial & Industrial
Financing Receivable, Recorded Investment [Line Items]
Total Loans	2,032,799	1,317,135
Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans	801,703	713,750
Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment [Line Items]
Total Loans	850,063	600,578
Auto
Financing Receivable, Recorded Investment [Line Items]
Total Loans	311,858	301,943
HELOC
Financing Receivable, Recorded Investment [Line Items]
Total Loans	660,621	613,383
Consumer
Financing Receivable, Recorded Investment [Line Items]
Total Loans	383,653	379,694
Other Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans	238,391	241,917
Excluding Purchased Impaired
Financing Receivable, Recorded Investment [Line Items]
Total Loans	12,119,213	9,625,986
Excluding Purchased Impaired | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	11,761,202	9,344,002
Excluding Purchased Impaired | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	286,542	201,174
Excluding Purchased Impaired | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	71,469	80,810
Excluding Purchased Impaired | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Construction and Land Development
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,255,531	1,186,167
Excluding Purchased Impaired | Construction and Land Development | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,204,655	1,130,577
Excluding Purchased Impaired | Construction and Land Development | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	43,268	43,894
Excluding Purchased Impaired | Construction and Land Development | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	7,608	11,696
Excluding Purchased Impaired | Construction and Land Development | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,934,148	1,311,701
Excluding Purchased Impaired | Commercial Real Estate - Owner Occupied | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,848,333	1,231,422
Excluding Purchased Impaired | Commercial Real Estate - Owner Occupied | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	65,257	50,939
Excluding Purchased Impaired | Commercial Real Estate - Owner Occupied | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	20,558	29,340
Excluding Purchased Impaired | Commercial Real Estate - Owner Occupied | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Total Loans	3,089,068	2,450,075
Excluding Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	3,042,648	2,425,500
Excluding Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	40,760	17,648
Excluding Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	5,660	6,927
Excluding Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Multifamily Real Estate
Financing Receivable, Recorded Investment [Line Items]
Total Loans	602,023	548,143
Excluding Purchased Impaired | Multifamily Real Estate | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	586,626	537,572
Excluding Purchased Impaired | Multifamily Real Estate | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	15,397	10,571
Excluding Purchased Impaired | Multifamily Real Estate | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Multifamily Real Estate | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Commercial & Industrial
Financing Receivable, Recorded Investment [Line Items]
Total Loans	2,028,869	1,314,979
Excluding Purchased Impaired | Commercial & Industrial | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,945,547	1,273,549
Excluding Purchased Impaired | Commercial & Industrial | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	79,232	34,864
Excluding Purchased Impaired | Commercial & Industrial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	4,090	6,566
Excluding Purchased Impaired | Commercial & Industrial | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans	789,028	700,043
Excluding Purchased Impaired | Residential 1-4 Family - Commercial | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	755,438	677,109
Excluding Purchased Impaired | Residential 1-4 Family - Commercial | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	26,284	17,086
Excluding Purchased Impaired | Residential 1-4 Family - Commercial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	7,306	5,848
Excluding Purchased Impaired | Residential 1-4 Family - Commercial | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment [Line Items]
Total Loans	832,242	583,812
Excluding Purchased Impaired | Residential 1-4 Family - Mortgage | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	808,797	554,192
Excluding Purchased Impaired | Residential 1-4 Family - Mortgage | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	6,036	14,855
Excluding Purchased Impaired | Residential 1-4 Family - Mortgage | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	17,409	14,765
Excluding Purchased Impaired | Residential 1-4 Family - Mortgage | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Auto
Financing Receivable, Recorded Investment [Line Items]
Total Loans	311,851	301,936
Excluding Purchased Impaired | Auto | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	307,921	296,907
Excluding Purchased Impaired | Auto | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	2,181	3,590
Excluding Purchased Impaired | Auto | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,749	1,439
Excluding Purchased Impaired | Auto | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | HELOC
Financing Receivable, Recorded Investment [Line Items]
Total Loans	655,752	608,268
Excluding Purchased Impaired | HELOC | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	643,778	598,444
Excluding Purchased Impaired | HELOC | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	5,418	6,316
Excluding Purchased Impaired | HELOC | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	6,556	3,508
Excluding Purchased Impaired | HELOC | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Consumer
Financing Receivable, Recorded Investment [Line Items]
Total Loans	382,964	379,662
Excluding Purchased Impaired | Consumer | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	381,478	378,873
Excluding Purchased Impaired | Consumer | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,121	547
Excluding Purchased Impaired | Consumer | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	365	242
Excluding Purchased Impaired | Consumer | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	0	0
Excluding Purchased Impaired | Other Commercial
Financing Receivable, Recorded Investment [Line Items]
Total Loans	237,737	241,200
Excluding Purchased Impaired | Other Commercial | Pass
Financing Receivable, Recorded Investment [Line Items]
Total Loans	235,981	239,857
Excluding Purchased Impaired | Other Commercial | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Total Loans	1,588	864
Excluding Purchased Impaired | Other Commercial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Total Loans	168	479
Excluding Purchased Impaired | Other Commercial | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Total Loans	$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Loans Receivables Related Risk Rating Including Purchased Impaired Loans) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	$ 12,220,514	$ 9,716,207
Construction and Land Development
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	1,267,712	1,194,821
Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	1,966,776	1,337,345
Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	3,104,823	2,467,410
Multifamily Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	602,115	548,231
Commercial & Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	2,032,799	1,317,135
Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	801,703	713,750
Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	850,063	600,578
Auto
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	311,858	301,943
HELOC
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	660,621	613,383
Consumer
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	383,653	379,694
Other Commercial
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	238,391	241,917
Purchased Impaired
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	101,301	90,221
Purchased Impaired | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	35,679	35,658
Purchased Impaired | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	28,806	21,699
Purchased Impaired | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	36,748	32,864
Purchased Impaired | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	68	0
Purchased Impaired | Construction and Land Development
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	12,181	8,654
Purchased Impaired | Construction and Land Development | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	1,455	1,835
Purchased Impaired | Construction and Land Development | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	4,264	1,308
Purchased Impaired | Construction and Land Development | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	6,462	5,511
Purchased Impaired | Construction and Land Development | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Commercial Real Estate - Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	32,628	25,644
Purchased Impaired | Commercial Real Estate - Owner Occupied | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	8,690	8,347
Purchased Impaired | Commercial Real Estate - Owner Occupied | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	10,453	6,685
Purchased Impaired | Commercial Real Estate - Owner Occupied | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	13,485	10,612
Purchased Impaired | Commercial Real Estate - Owner Occupied | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	15,755	17,335
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	4,573	4,789
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	9,274	7,992
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	1,908	4,554
Purchased Impaired | Commercial Real Estate - Non-Owner Occupied | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Multifamily Real Estate
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	92	88
Purchased Impaired | Multifamily Real Estate | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Multifamily Real Estate | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	92	88
Purchased Impaired | Multifamily Real Estate | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Multifamily Real Estate | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Commercial & Industrial
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	3,930	2,156
Purchased Impaired | Commercial & Industrial | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	109	762
Purchased Impaired | Commercial & Industrial | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	94	134
Purchased Impaired | Commercial & Industrial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	3,727	1,260
Purchased Impaired | Commercial & Industrial | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Residential 1-4 Family - Commercial
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	12,675	13,707
Purchased Impaired | Residential 1-4 Family - Commercial | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	6,238	6,512
Purchased Impaired | Residential 1-4 Family - Commercial | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	2,998	2,771
Purchased Impaired | Residential 1-4 Family - Commercial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	3,371	4,424
Purchased Impaired | Residential 1-4 Family - Commercial | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	68	0
Purchased Impaired | Residential 1-4 Family - Mortgage
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	17,821	16,766
Purchased Impaired | Residential 1-4 Family - Mortgage | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	10,381	9,894
Purchased Impaired | Residential 1-4 Family - Mortgage | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	269	1,030
Purchased Impaired | Residential 1-4 Family - Mortgage | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	7,171	5,842
Purchased Impaired | Residential 1-4 Family - Mortgage | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Auto
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	7	7
Purchased Impaired | Auto | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	3	7
Purchased Impaired | Auto | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Auto | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	4	0
Purchased Impaired | Auto | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | HELOC
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	4,869	5,115
Purchased Impaired | HELOC | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	3,502	3,438
Purchased Impaired | HELOC | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	760	1,031
Purchased Impaired | HELOC | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	607	646
Purchased Impaired | HELOC | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Consumer
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	689	32
Purchased Impaired | Consumer | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	676	17
Purchased Impaired | Consumer | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Consumer | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	13	15
Purchased Impaired | Consumer | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Other Commercial
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	654	717
Purchased Impaired | Other Commercial | Pass
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	52	57
Purchased Impaired | Other Commercial | Watch & Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	602	660
Purchased Impaired | Other Commercial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	0	0
Purchased Impaired | Other Commercial | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans held for investment, net of deferred fees and costs	$ 0	$ 0

XML

LOANS AND ALLOWANCE FOR LOAN LOSSES (Schedule of Acquired Loan Portfolio and Accretable Yield) (Details) - Purchased Impaired - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Accretable Yield
Balance at beginning of period	$ 31,201	$ 14,563
Additions	2,432	12,225
Accretion	(6,510)	(4,673)
Reclassification of nonaccretable difference due to improvement in expected cash flows	716	139
Measurement period adjustment	2,629	2,981
Other, net	2,182	70
Balance at end of period	$ 32,650	$ 25,305

XML

INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Feb. 01, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Goodwill, written off related to sale of business unit			$ 864
Intangible assets, amortization expense		$ 4,937	3,215	$ 9,154	$ 6,396
Minimum | Access National Bank
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization period (years)	5 years
Maximum | Access National Bank
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization period (years)	10 years
Core Deposits and Other Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization expense		$ 4,900	$ 3,200	$ 9,200	$ 6,400
Core Deposits and Other Intangible Assets | Minimum | Access National Bank
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization period (years)				1 year
Core Deposits and Other Intangible Assets | Maximum | Access National Bank
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization period (years)				10 years
Other amortizable intangibles | Minimum | Access National Bank
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization period (years)				5 years
Other amortizable intangibles | Maximum | Access National Bank
Finite-Lived Intangible Assets [Line Items]
Intangible assets, amortization period (years)				10 years

XML

INTANGIBLE ASSETS (Estimated Remaining Amortization Expense of Intangibles) (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Estimated Remaining Amortization of Intangibles
For the remaining six months of 2019	$ 9,306
2020	16,483
2021	13,874
2022	11,490
2023	9,687
Thereafter	22,136
Total estimated amortization expense	$ 82,976

XML

LEASES - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019 USD ($) lease	Jun. 30, 2019 USD ($) lease Transaction	Jan. 01, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Lessee, Operating lease, number of leases | lease	160	160
Lessee, operating lease, remaining lease term (years)		30 years
Operating lease, liability	$ 69,398	$ 69,398
Operating lease, expense	3,100	6,100
Lessee, operating lease, lease not yet commenced, amount	0	$ 0
Sale leaseback transaction, number of transactions (transaction) | Transaction		0
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Operating lease, right-of-use asset	57,100	$ 57,100	$ 48,900
Operating lease, liability	$ 69,400	$ 69,400	$ 53,200

XML

LEASES - Maturity of Operating Leases Under Topic 842 (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Leases [Abstract]
For the remaining six months of 2019	$ 6,729
2020	12,329
2021	10,639
2022	9,840
2023	8,978
2024	7,718
Thereafter	24,557
Total future lease payments	80,790
Less: Interest	11,392
Present value of lease liabilities	$ 69,398

XML

LEASES - Other Lease Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Leases [Abstract]
Operating lease, weighted average remaining lease term (years)	8 years 7 months 28 days
Operating lease, weighted average discount rate, percent	3.05%
Operating Cash Flows from Operating Leases	$ 6,880
Right-of-use assets obtained in exchange for lease obligations, operating lease	$ 3,619

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BORROWINGS (Short-Term Borrowings) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Securities sold under agreements to repurchase	$ 70,870	$ 39,197
Federal Funds Purchased	45,000	0
FHLB	573,050	1,043,600
Other short-term borrowings	0	5,000
Total short-term borrowings	688,920	1,087,797
Maximum month-end outstanding balance	1,201,143	1,087,797
Average outstanding balance during the period	$ 998,976	$ 968,014
Average interest rate (during the period)	2.45%	1.91%
Average interest rate at end of period	2.29%	2.43%

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BORROWINGS (Narrative) (Details) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 01, 2019	Aug. 23, 2012	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2016
Subordinated Borrowing [Line Items]
Remaining available balance for the federal funds lines			$ 557,000,000.0		$ 557,000,000.0		$ 382,000,000.0
Remaining available balance of alternate line of credit			25,000,000.0		25,000,000.0		25,000,000.0
Maximum collateral dependent line of credit with the FHLB			5,100,000,000		5,100,000,000		4,000,000,000.0
Subordinated debt			158,500,000		158,500,000				$ 150,000,000.0
Prepayment penalty		$ 19,600,000
Prepayment penalty amortization expense			501,562	$ 490,000	994,000	$ 971,000
Trust Preferred Capital Notes
Subordinated Borrowing [Line Items]
Trust preferred capital notes principal balance					150,500,000
Remaining fair value discount on acquired notes			15,300,000		15,300,000
Subordinated Debt
Subordinated Borrowing [Line Items]
Remaining fair value discount on acquired notes			1,500,000		$ 1,500,000		$ 1,600,000
Fixed interest rate on debt instrument									5.00%
Maturity Date					Dec. 15, 2026
Subordinated Debt | LIBOR
Subordinated Borrowing [Line Items]
Spread on LIBOR					3.175%
Acquisitions, Prior To 2006
Subordinated Borrowing [Line Items]
Trust preferred capital notes principal balance					$ 58,500,000
Stellarone and Xenith | Trust Preferred Capital Notes
Subordinated Borrowing [Line Items]
Trust preferred capital notes principal balance					87,000,000.0
Access National Bank
Subordinated Borrowing [Line Items]
Trust preferred capital notes principal balance	$ 5,000,000.0
Xenith
Subordinated Borrowing [Line Items]
Subordinated debt								$ 8,500,000
Xenith | Subordinated Debt
Subordinated Borrowing [Line Items]
Remaining fair value discount on acquired notes			$ 103,000		$ 103,000			$ 259,000
Fixed interest rate on debt instrument								6.75%

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BORROWINGS (Trust Preferred Capital Notes Qualify for Tier 1 Capital) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Investment	$ 392,454	$ 250,210
Trust Preferred Capital Notes
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	150,500
Investment	4,659
Statutory Trust I
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	22,500
Investment	$ 696
Rate	5.07%
Maturity	Jun. 17, 2034
Statutory Trust I | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	2.75%
Statutory Trust II
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 36,000
Investment	$ 1,114
Rate	3.72%
Maturity	Jun. 15, 2036
Statutory Trust II | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	1.40%
VFG Limited Liability Trust I Indenture
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 20,000
Investment	$ 619
Rate	5.05%
Maturity	Mar. 18, 2034
VFG Limited Liability Trust I Indenture | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	2.73%
FNB Statutory Trust II Indenture
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 12,000
Investment	$ 372
Rate	5.42%
Maturity	Jun. 26, 2033
FNB Statutory Trust II Indenture | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	3.10%
Gateway Capital Statutory Trust I
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 8,000
Investment	$ 248
Rate	5.42%
Maturity	Sep. 17, 2033
Gateway Capital Statutory Trust I | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	3.10%
Gateway Capital Statutory Trust II
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 7,000
Investment	$ 217
Rate	4.97%
Maturity	Jun. 17, 2034
Gateway Capital Statutory Trust II | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	2.65%
Gateway Capital Statutory Trust III
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 15,000
Investment	$ 464
Rate	3.82%
Maturity	May 30, 2036
Gateway Capital Statutory Trust III | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	1.50%
Gateway Capital Statutory Trust IV
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 25,000
Investment	$ 774
Rate	3.87%
Maturity	Jul. 30, 2037
Gateway Capital Statutory Trust IV | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	1.55%
MFC Capital Trust II
Debt Instrument [Line Items]
Trust preferred capital notes principal balance	$ 5,000
Investment	$ 155
Rate	5.17%
Maturity	Jan. 23, 2034
MFC Capital Trust II | LIBOR
Debt Instrument [Line Items]
Spread to 3-Month LIBOR	2.85%

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BORROWINGS (Advances from the FHLB) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Federal Home Loan Bank, Advances [Line Items]
Advance Amount	$ 930,000	$ 385,000
Adjustable Rate Credit One
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	2.76%	3.25%
Maturity Date	Aug. 23, 2022	Aug. 23, 2022
Advance Amount	$ 55,000	$ 55,000
Adjustable Rate Credit One | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	0.44%	0.44%
Adjustable Rate Credit Two
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	2.77%	3.26%
Maturity Date	Nov. 23, 2022	Nov. 23, 2022
Advance Amount	$ 65,000	$ 65,000
Adjustable Rate Credit Two | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	0.45%	0.45%
Adjustable Rate Credit Three
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	2.77%	3.26%
Maturity Date	Nov. 23, 2022	Nov. 23, 2022
Advance Amount	$ 10,000	$ 10,000
Adjustable Rate Credit Three | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	0.45%	0.45%
Adjustable Rate Credit Four
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	2.77%	3.26%
Maturity Date	Nov. 23, 2022	Nov. 23, 2022
Advance Amount	$ 10,000	$ 10,000
Adjustable Rate Credit Four | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	0.45%	0.45%
Convertible Flipper One
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.82%
Maturity Date	May 15, 2024
Advance Amount	$ 200,000
Convertible Flipper One | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	(0.50%)
Convertible Flipper Two
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.57%
Maturity Date	May 22, 2029
Advance Amount	$ 150,000
Convertible Flipper Two | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	(0.75%)
Convertible Flipper Three
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.57%
Maturity Date	May 30, 2029
Advance Amount	$ 50,000
Convertible Flipper Three | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	(0.75%)
Convertible Flipper Four
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.57%
Maturity Date	Jun. 21, 2029
Advance Amount	$ 100,000
Convertible Flipper Four | LIBOR
Federal Home Loan Bank, Advances [Line Items]
Spread to 3-Month LIBOR	(0.75%)
Fixed Rate Convertible
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.78%	1.78%
Maturity Date	Oct. 26, 2028	Oct. 26, 2028
Advance Amount	$ 200,000	$ 200,000
Fixed Rate Hybrid One
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	2.37%	2.37%
Maturity Date	Oct. 10, 2019	Oct. 10, 2019
Advance Amount	$ 25,000	$ 25,000
Fixed Rate Hybrid Two
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.58%	1.58%
Maturity Date	May 18, 2020	May 18, 2020
Advance Amount	$ 20,000	$ 20,000
Fixed Rate Hybrid Three
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	2.65%
Maturity Date	Oct. 24, 2019
Advance Amount	$ 25,000
Fixed Rate Credit One
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.54%
Maturity Date	Oct. 02, 2020
Advance Amount	$ 10,000
Fixed Rate Credit Two
Federal Home Loan Bank, Advances [Line Items]
Interest Rate	1.32%
Maturity Date	Oct. 02, 2019
Advance Amount	$ 10,000

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BORROWINGS (Contractual Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Fair Value Premium (Discount)
For the remaining six months of 2019	$ (321)
2020	(834)
2021	(1,008)
2022	(1,030)
2023	(1,053)
Thereafter	(12,238)
Total long-term borrowings	(16,484)
Prepayment Penalty
For the remaining six months of 2019	(1,024)
2020	(2,074)
2021	(2,119)
2022	(1,707)
2023	0
Thereafter	0
Total long-term borrowings	(6,924)
Total Long-term Borrowings
For the remaining six months of 2019	58,655
2020	27,092
2021	(3,127)
2022	137,263
2023	(1,053)
Thereafter	1,001,421
Total long-term borrowings	1,220,251	$ 668,481
Trust Preferred Capital Notes
Total Long-term Borrowings, Gross
For the remaining six months of 2019	0
2020	0
2021	0
2022	0
2023	0
Thereafter	155,159
Total long-term borrowings	155,159
Subordinated Debt
Total Long-term Borrowings, Gross
For the remaining six months of 2019	0
2020	0
2021	0
2022	0
2023	0
Thereafter	158,500
Total long-term borrowings	158,500
FHLB Advances
Total Long-term Borrowings, Gross
For the remaining six months of 2019	60,000
2020	30,000
2021	0
2022	140,000
2023	0
Thereafter	700,000
Total long-term borrowings	$ 930,000

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COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2019	Dec. 31, 2018
Other Commitments [Line Items]
Daily average required reserves	$ 41.2
Deposits with other financial institutions	101.2
Uninsured deposits with other financial institutions	20.0
Cash Flow Hedges
Other Commitments [Line Items]
Deposits with other financial institutions serves as collateral	78.9
Reserve for Off-balance Sheet Activities
Other Commitments [Line Items]
Off-balance sheet credit risks, amount, liability	$ 2.8	$ 1.4

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COMMITMENTS AND CONTINGENCIES (Balances of Commitments and Contingencies) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Commitments with off-balance sheet risk:
Total commitments with off-balance sheet risk	$ 3,895,567	$ 3,334,682
Commitments to Extend Credit
Commitments with off-balance sheet risk:
Total commitments with off-balance sheet risk	3,701,710	3,167,085
Standby Letters of Credit
Commitments with off-balance sheet risk:
Total commitments with off-balance sheet risk	$ 193,857	$ 167,597

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COMMITMENTS AND CONTINGENCIES (Schedule of Securities Pledged as Collateral) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Financial Instruments Owned and Pledged as Collateral [Line Items]
Cash	$ 78,883	$ 13,509
Loans	3,808,693	3,337,289
Total pledged assets	4,929,173	3,732,286
Available-for-sale Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	735,489	374,081
Held-to-maturity Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	306,108	7,407
Public deposits
Financial Instruments Owned and Pledged as Collateral [Line Items]
Cash	0	0
Loans	0	0
Total pledged assets	756,132	300,576
Public deposits | Available-for-sale Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	469,717	293,169
Public deposits | Held-to-maturity Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	286,415	7,407
Repurchase agreements
Financial Instruments Owned and Pledged as Collateral [Line Items]
Cash	0	0
Loans	0	0
Total pledged assets	98,171	55,269
Repurchase agreements | Available-for-sale Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	90,445	55,269
Repurchase agreements | Held-to-maturity Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	7,726	0
FHLB Advances
Financial Instruments Owned and Pledged as Collateral [Line Items]
Cash	0	0
Loans	3,808,693	3,337,289
Total pledged assets	3,875,973	3,337,777
FHLB Advances | Available-for-sale Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	67,280	488
FHLB Advances | Held-to-maturity Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	0	0
Derivatives
Financial Instruments Owned and Pledged as Collateral [Line Items]
Cash	78,883	13,509
Loans		0
Total pledged assets	80,464	15,447
Derivatives | Available-for-sale Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	1,581	1,938
Derivatives | Held-to-maturity Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged		0
Other purposes
Financial Instruments Owned and Pledged as Collateral [Line Items]
Cash	0	0
Loans	0	0
Total pledged assets	118,433	23,217
Other purposes | Available-for-sale Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	106,466	23,217
Other purposes | Held-to-maturity Securities
Financial Instruments Owned and Pledged as Collateral [Line Items]
Securities pledged	$ 11,967	$ 0

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DERIVATIVES (Narrative) (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Fair Value Hedges
Derivatives, Fair Value [Line Items]
Aggregate notional amount of the hedged items	$ 85.5	$ 87.6
Fair value of aggregate notional amount of the hedged items, unrealized loss	1.7	1.6
Available-for-sale Securities
Derivatives, Fair Value [Line Items]
Fair value of aggregate notional amount of the hedged items, unrealized loss	4.1	1.4
Available-for-sale Securities | Fair Value Hedges
Derivatives, Fair Value [Line Items]
Aggregate notional amount of the hedged items	50.0	50.0
Fair value of aggregate notional amount of the hedged items, unrealized loss	$ 4.1	$ 1.4

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DERIVATIVES (Summary of the Derivatives) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Designated as Accounting Hedges | Cash Flow Hedges
Summary of the derivative designated as a cash flow hedge
Notional or Contractual Amount	$ 252,500	$ 152,500
Derivative Assets	0	0
Derivative Liabilities	9,332	4,786
Designated as Accounting Hedges | Fair Value Hedges
Summary of the derivative designated as a cash flow hedge
Notional or Contractual Amount	135,455	137,596
Derivative Assets	284	1,872
Derivative Liabilities	6,077	1,684
Not Designated as Accounting Hedges | Pay Fixed - Receive Floating Interest Rate Swaps
Summary of the derivative designated as a cash flow hedge
Notional or Contractual Amount	1,131,321	878,446
Derivative Assets	646	10,120
Derivative Liabilities	48,392	9,306
Not Designated as Accounting Hedges | Pay Floating - Receive Fixed Interest Rate Swaps
Summary of the derivative designated as a cash flow hedge
Notional or Contractual Amount	1,131,321	878,446
Derivative Assets	48,392	9,306
Derivative Liabilities	$ 646	$ 10,120

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DERIVATIVES (Summary of the Carrying Value of the Company's Hedged Assets in Fair Value Hedges) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Derivative [Line Items]
Carrying Amount of Hedged Asset/(Liabilities)	$ 50,000
Portfolio, last-of-layer, amortized cost	219,000	$ 224,000
Loans
Derivative [Line Items]
Carrying Amount of Hedged Asset/(Liabilities)	85,455	87,596
Cumulative Amount of Basis Adjustments Included in the Carrying Amount of the Hedged Assets/(Liabilities)	1,719	(1,572)
Fair Value Hedges
Derivative [Line Items]
Fair value of aggregate notional amount of the hedged items, unrealized loss	1,700	1,600
Available-for-sale Securities
Derivative [Line Items]
Carrying Amount of Hedged Asset/(Liabilities)	219,275	224,241
Cumulative Amount of Basis Adjustments Included in the Carrying Amount of the Hedged Assets/(Liabilities)	4,088	1,399
Fair value of aggregate notional amount of the hedged items, unrealized loss	4,100	1,400
Available-for-sale Securities | Fair Value Hedges
Derivative [Line Items]
Fair value of aggregate notional amount of the hedged items, unrealized loss	$ 4,100	$ 1,400

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STOCKHOLDERS' EQUITY (Narrative) (Details) - Serial Preferred Stock - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized (up to)	500,000
Preferred stock, par value (in usd per share)	$ 10.00
Preferred stock, shares issued (shares)	0	0
Preferred stock, shares outstanding (shares)	0	0

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STOCKHOLDERS' EQUITY (Change in Accumulated Other Comprehensive Income) (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	May 01, 2018
AOCI Attributable to Parent, Net of Tax
Beginning balance	$ 2,459,465,000	$ 1,924,581,000	$ 1,831,077,000	$ 1,046,329,000	$ 1,924,581,000	$ 1,046,329,000
Other comprehensive income (loss):
Other comprehensive income (loss)	19,670,000	18,670,000	(1,628,000)	(11,426,000)	38,340,000	(13,054,000)
Ending balance	2,512,295,000	2,459,465,000	1,864,870,000	1,831,077,000	2,512,295,000	1,864,870,000
Accounting Standards Update 2017-12
Other comprehensive income (loss):
Transfers of HTM securities to AFS securities			400,000
Cumulative effects from adoption of new accounting standard							$ 400,000
Accumulated Other Comprehensive Income (Loss)
AOCI Attributable to Parent, Net of Tax
Beginning balance	8,397,000	(10,273,000)	(12,310,000)	(884,000)	(10,273,000)	(884,000)
Other comprehensive income (loss):
Transfers of HTM securities to AFS securities			0			0
Cumulative effects from adoption of new accounting standard			(107,000)			(107,000)
Other comprehensive income (loss) before reclassification	19,556,000		(1,911,000)		(38,178,000)	(13,138,000)
Amounts reclassified from AOCI into earnings	114,000		283,000		162,000	84,000
Other comprehensive income (loss)	19,670,000	18,670,000	(1,628,000)	(11,426,000)	38,340,000	(13,054,000)
Ending balance	28,067,000	8,397,000	(14,045,000)	(12,310,000)	28,067,000	(14,045,000)
Unrealized Gains (Losses) on AFS Securities
AOCI Attributable to Parent, Net of Tax
Beginning balance	14,047,000	(5,949,000)	(11,485,000)	1,874,000	(5,949,000)	1,874,000
Other comprehensive income (loss):
Transfers of HTM securities to AFS securities			2,785,000			2,785,000
Cumulative effects from adoption of new accounting standard			404,000			404,000
Other comprehensive income (loss) before reclassification	22,151,000		(2,586,000)		(42,233,000)	(15,777,000)
Amounts reclassified from AOCI into earnings	(73,000)		69,000		(159,000)	(99,000)
Other comprehensive income (loss)	22,078,000		(2,517,000)		42,074,000	(15,876,000)
Ending balance	36,125,000	14,047,000	(10,813,000)	(11,485,000)	36,125,000	(10,813,000)
Unrealized Gains (Losses) for AFS Securities Transferred to HTM
AOCI Attributable to Parent, Net of Tax
Beginning balance	90,000	95,000	2,406,000	2,705,000	95,000	2,705,000
Other comprehensive income (loss):
Transfers of HTM securities to AFS securities			(2,785,000)			(2,785,000)
Cumulative effects from adoption of new accounting standard			583,000			583,000
Other comprehensive income (loss) before reclassification	0		0		0	0
Amounts reclassified from AOCI into earnings	(5,000)		(99,000)		(10,000)	(398,000)
Other comprehensive income (loss)	(5,000)		(99,000)		(10,000)	(398,000)
Ending balance	85,000	90,000	105,000	2,406,000	85,000	105,000
Change in Fair Value of Cash Flow Hedge
AOCI Attributable to Parent, Net of Tax
Beginning balance	(4,733,000)	(3,393,000)	(2,148,000)	(4,361,000)	(3,393,000)	(4,361,000)
Other comprehensive income (loss):
Transfers of HTM securities to AFS securities			0			0
Cumulative effects from adoption of new accounting standard			(1,094,000)			(1,094,000)
Other comprehensive income (loss) before reclassification	(2,595,000)		675,000		4,055,000	2,639,000
Amounts reclassified from AOCI into earnings	173,000		294,000		293,000	543,000
Other comprehensive income (loss)	(2,422,000)		969,000		(3,762,000)	3,182,000
Ending balance	(7,155,000)	(4,733,000)	(2,273,000)	(2,148,000)	(7,155,000)	(2,273,000)
Unrealized Gains (Losses) on BOLI
AOCI Attributable to Parent, Net of Tax
Beginning balance	(1,007,000)	(1,026,000)	(1,083,000)	(1,102,000)	(1,026,000)	(1,102,000)
Other comprehensive income (loss):
Transfers of HTM securities to AFS securities			0			0
Cumulative effects from adoption of new accounting standard			0			0
Other comprehensive income (loss) before reclassification	0		0		0	0
Amounts reclassified from AOCI into earnings	19,000		19,000		38,000	38,000
Other comprehensive income (loss)	19,000		19,000		38,000	38,000
Ending balance	$ (988,000)	$ (1,007,000)	$ (1,064,000)	$ (1,083,000)	$ (988,000)	$ (1,064,000)

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FAIR VALUE MEASUREMENTS (Narrative) (Details) item in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) item	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Weighted average pull through rate			90.00%
Minimum number of market participants | item			4
Level 3 fair value measurements weighted average related to impaired loans			0.00%		5.30%
Level 3 fair value measurements weighted average related to foreclosed property			3.70%		3.70%
Level 3 fair value measurements weighted average Related to former bank premises			0.00%		0.00%
Total valuation expenses related to foreclosed properties	$ 433,000	$ 383,000	$ 484,000	$ 1,100,000
Total valuation expenses related to former bank premises	$ 368,000	$ 0	$ 368,000	$ 0
Interest rate lock commitments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notional or Contractual Amount					$ 0

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FAIR VALUE MEASUREMENTS (Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
ASSETS
Securities available for sale	$ 1,999,494	$ 1,774,821
Loans held for sale	62,908	0
Fair value hedges	284	1,872
LIABILITIES
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Securities available for sale	0	0
Loans held for sale	0
Fair value hedges	0	0
LIABILITIES
Interest rate swap	0	0
Cash flow hedges	0	0
Fair value hedges	0	0
Significant Other Observable Inputs Level 2
ASSETS
Securities available for sale	1,999,494	1,774,821
Loans held for sale	62,908
Fair value hedges	284	1,872
LIABILITIES
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Significant Unobservable Inputs Level 3
ASSETS
Securities available for sale	0	0
Loans held for sale	0
Fair value hedges	0	0
LIABILITIES
Interest rate swap	0	0
Cash flow hedges	0	0
Fair value hedges	0	0
Recurring
ASSETS
Loans held for sale	62,908
Interest rate derivative	49,038	19,426
Fair value hedges	284	1,872
LIABILITIES
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Recurring | Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Loans held for sale	0
Interest rate derivative	0	0
Fair value hedges	0	0
LIABILITIES
Interest rate swap	0	0
Cash flow hedges	0	0
Fair value hedges	0	0
Recurring | Significant Other Observable Inputs Level 2
ASSETS
Loans held for sale	62,908
Interest rate derivative	49,038	19,426
Fair value hedges	284	1,872
LIABILITIES
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Recurring | Significant Unobservable Inputs Level 3
ASSETS
Loans held for sale	0
Interest rate derivative	0	0
Fair value hedges	0	0
LIABILITIES
Interest rate swap	0	0
Cash flow hedges	0	0
Fair value hedges	0	0
U.S. government and agency securities
ASSETS
Securities available for sale	4,480
U.S. government and agency securities | Recurring
ASSETS
Securities available for sale	4,480
U.S. government and agency securities | Recurring | Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Securities available for sale	0
U.S. government and agency securities | Recurring | Significant Other Observable Inputs Level 2
ASSETS
Securities available for sale	4,480
U.S. government and agency securities | Recurring | Significant Unobservable Inputs Level 3
ASSETS
Securities available for sale	0
Obligations of states and political subdivisions
ASSETS
Securities available for sale	509,747	468,491
Obligations of states and political subdivisions | Recurring
ASSETS
Securities available for sale	509,747	468,491
Obligations of states and political subdivisions | Recurring | Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Securities available for sale	0	0
Obligations of states and political subdivisions | Recurring | Significant Other Observable Inputs Level 2
ASSETS
Securities available for sale	509,747	468,491
Obligations of states and political subdivisions | Recurring | Significant Unobservable Inputs Level 3
ASSETS
Securities available for sale	0	0
Corporate and other bonds | Recurring
ASSETS
Securities available for sale	206,313	167,696
Corporate and other bonds | Recurring | Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Securities available for sale	0	0
Corporate and other bonds | Recurring | Significant Other Observable Inputs Level 2
ASSETS
Securities available for sale	206,313	167,696
Corporate and other bonds | Recurring | Significant Unobservable Inputs Level 3
ASSETS
Securities available for sale	0	0
Mortgage-backed securities
ASSETS
Securities available for sale	1,275,405	1,129,865
Mortgage-backed securities | Recurring
ASSETS
Securities available for sale	1,275,405	1,129,865
Mortgage-backed securities | Recurring | Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Securities available for sale	0	0
Mortgage-backed securities | Recurring | Significant Other Observable Inputs Level 2
ASSETS
Securities available for sale	1,275,405	1,129,865
Mortgage-backed securities | Recurring | Significant Unobservable Inputs Level 3
ASSETS
Securities available for sale	0	0
Other securities
ASSETS
Securities available for sale	3,549	8,769
Other securities | Recurring
ASSETS
Securities available for sale	3,549	8,769
Other securities | Recurring | Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Securities available for sale	0	0
Other securities | Recurring | Significant Other Observable Inputs Level 2
ASSETS
Securities available for sale	3,549	8,769
Other securities | Recurring | Significant Unobservable Inputs Level 3
ASSETS
Securities available for sale	$ 0	$ 0

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FAIR VALUE MEASUREMENTS (Schedule of Financial Assets Measured at Fair Value on Nonrecurring Basis) (Details) - Nonrecurring - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
ASSETS
Impaired loans		$ 3,734
Foreclosed properties	$ 6,506	6,722
Former bank premises	6,908	2,090
Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Impaired loans	0	0
Foreclosed properties	0	0
Former bank premises	0	0
Significant Other Observable Inputs Level 2
ASSETS
Impaired loans	0	0
Foreclosed properties	0	0
Former bank premises	0	0
Significant Unobservable Inputs Level 3
ASSETS
Impaired loans		3,734
Foreclosed properties	6,506	6,722
Former bank premises	$ 6,908	$ 2,090

XML

FAIR VALUE MEASUREMENTS (Carrying Values and Estimated Fair Values of the Company's Financial Instruments) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 320,478	$ 261,199
Securities available for sale, at fair value	1,999,494	1,774,821
HTM securities	597,575	499,501
Restricted stock	145,859	124,602
Loans held for sale	62,908	0
Net loans	12,021,785	9,534,717
Derivatives:
Fair value hedges	284	1,872
Accrued interest receivable	58,060	46,062
Bank owned life insurance	318,734	263,034
LIABILITIES
Deposits	12,550,655	9,989,788
Borrowings	1,879,214	1,742,038
Accrued interest payable	7,545	5,284
Derivatives:
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Interest rate swap
Derivatives:
Interest rate derivative	49,038	19,426
Carrying Value
ASSETS
Cash and cash equivalents	320,478	261,199
Securities available for sale, at fair value	1,999,494	1,774,821
HTM securities	558,503	492,272
Restricted stock	145,859	124,602
Loans held for sale	62,908
Net loans	12,178,051	9,675,162
Derivatives:
Fair value hedges	284	1,872
Accrued interest receivable	58,060	46,062
Bank owned life insurance	318,734	263,034
LIABILITIES
Deposits	12,515,544	9,970,960
Borrowings	1,909,171	1,756,278
Accrued interest payable	7,545	5,284
Derivatives:
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Carrying Value | Interest rate swap
Derivatives:
Interest rate derivative	49,038	19,426
Quoted Prices in Active Markets for Identical Assets Level 1
ASSETS
Cash and cash equivalents	320,478	261,199
Securities available for sale, at fair value	0	0
HTM securities	0	0
Restricted stock	0	0
Loans held for sale	0
Net loans	0	0
Derivatives:
Fair value hedges	0	0
Accrued interest receivable	0	0
Bank owned life insurance	0	0
LIABILITIES
Deposits	0	0
Borrowings	0	0
Accrued interest payable	0	0
Derivatives:
Interest rate swap	0	0
Cash flow hedges	0	0
Fair value hedges	0	0
Quoted Prices in Active Markets for Identical Assets Level 1 | Interest rate swap
Derivatives:
Interest rate derivative	0	0
Significant Other Observable Inputs Level 2
ASSETS
Cash and cash equivalents	0	0
Securities available for sale, at fair value	1,999,494	1,774,821
HTM securities	579,082	499,501
Restricted stock	145,859	124,602
Loans held for sale	62,908
Net loans	0	0
Derivatives:
Fair value hedges	284	1,872
Accrued interest receivable	58,060	46,062
Bank owned life insurance	318,734	263,034
LIABILITIES
Deposits	12,550,655	9,989,788
Borrowings	1,879,214	1,742,038
Accrued interest payable	7,545	5,284
Derivatives:
Interest rate swap	49,038	19,426
Cash flow hedges	9,332	4,786
Fair value hedges	6,077	1,684
Significant Other Observable Inputs Level 2 | Interest rate swap
Derivatives:
Interest rate derivative	49,038	19,426
Significant Unobservable Inputs Level 3
ASSETS
Cash and cash equivalents	0	0
Securities available for sale, at fair value	0	0
HTM securities	18,493	0
Restricted stock	0	0
Loans held for sale	0
Net loans	12,021,785	9,534,717
Derivatives:
Fair value hedges	0	0
Accrued interest receivable	0	0
Bank owned life insurance	0	0
LIABILITIES
Deposits	0	0
Borrowings	0	0
Accrued interest payable	0	0
Derivatives:
Interest rate swap	0	0
Cash flow hedges	0	0
Fair value hedges	0	0
Significant Unobservable Inputs Level 3 | Interest rate swap
Derivatives:
Interest rate derivative	$ 0	$ 0

XML

REVENUE - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019		Jun. 30, 2018
Disaggregation of Revenue
Mortgage banking income, net	$ 2,785,000	$ 0	$ 4,240,000		$ 0
Gains (losses) on securities transactions, net	51,000	(88,000)	202,000	[1]	125,000	[1]
Bank owned life insurance income	2,075,000	1,728,000	4,129,000		3,395,000
Loan-related interest rate swap fees, net	3,716,000	898,000	5,176,000		1,617,000
Gain on Shore Premier sale	0	20,899,000	0		20,899,000
Other operating income	1,440,000	861,000	2,337,000		3,858,000
Total noninterest income	30,578,000	40,597,000	55,515,000		60,865,000
Noninterest Income in Scope of Topic 606
Disaggregation of Revenue
Revenue from contract with customer		874,000	1,900,000		1,600,000
Overdraft fees, net
Disaggregation of Revenue
Revenue from contract with customer	6,045,000	5,173,000	11,827,000		9,992,000
Maintenance fees & other
Disaggregation of Revenue
Revenue from contract with customer	1,454,000	1,016,000	2,829,000		2,091,000
Other service charges and fees
Disaggregation of Revenue
Revenue from contract with customer	1,702,000	1,278,000	3,367,000		2,512,000
Interchange fees, net
Disaggregation of Revenue
Revenue from contract with customer	5,612,000	4,792,000	10,656,000		9,280,000
Trust asset management fees
Disaggregation of Revenue
Revenue from contract with customer	1,976,000	1,436,000	3,315,000		2,781,000
Registered advisor management fees, net
Disaggregation of Revenue
Revenue from contract with customer	2,825,000	1,606,000	5,701,000		2,325,000
Brokerage management fees, net
Disaggregation of Revenue
Revenue from contract with customer	897,000	998,000	$ 1,736,000		$ 1,990,000
Product and Service, Other
Disaggregation of Revenue
Revenue from contract with customer	$ 1,100,000	$ 874,000

[1] Discontinued operations have an immaterial impact to the Company’s Consolidated Statement of Cash Flows. The change in loans held for sale included in the Operating Activities section for the six months ended June 30, 2018 are fully attributable to discontinued operations.

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EARNINGS PER SHARE (Reconciliation of the Denominators of the Basic and Diluted EPS Computations) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Net Income:
Income from continuing operations	$ 48,908	$ 49,800	$ 84,623	$ 66,374
Income (loss) from discontinued operations	(85)	(2,473)	(170)	(2,408)
Net income available to common shareholders	$ 48,823	$ 47,327	$ 84,453	$ 63,966
Basic weighted average number of common shares outstanding (in shares)	82,062,585	65,919,055	79,282,830	65,737,849
Dilutive effect of stock awards and warrants (in shares)	63,000	47,000	62,000	64,000
Diluted weighted average number of common shares outstanding (in shares)	82,125,194	65,965,577	79,344,573	65,801,926
Basic EPS:
Earnings per share from continuing operations, basic (in usd per share)	$ 0.59	$ 0.76	$ 1.06	$ 1.01
Earnings per share from discontinued operations, basic (in usd per share)	0	(0.04)	0	(0.04)
Earnings per share available to common shareholders, basic (in usd per share)	0.59	0.72	1.06	0.97
Diluted EPS:
Earnings per share from continuing operations, diluted (in usd per share)	0.59	0.75	1.06	1.01
Earnings per share from discontinued operations, diluted (in usd per share)	0	(0.03)	0	(0.04)
Earnings per share available to common shareholders, diluted (in usd per share)	$ 0.59	$ 0.72	$ 1.06	$ 0.97

XML

SEGMENT REPORTING & DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Segment Reporting [Abstract]
Assets of discontinued operations	$ 964,000	$ 1,479,000
Liabilities of discontinued operations	$ 1,021,000	$ 1,687,000

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SEGMENT REPORTING & DISCONTINUED OPERATIONS (Information About Reportable Segments and Reconciliation) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Segment Reporting Information [Line Items]
Net interest income	$ 138,594	$ 108,168	$ 266,141	$ 211,640
Provision for credit losses	5,300	2,147	9,092	5,671
Net interest income after provision for credit losses	133,294	106,021	257,049	205,969
Noninterest income	30,578	40,597	55,515	60,865
Noninterest expenses	105,608	85,140	212,335	186,885
Income from continuing operations before income taxes	58,264	61,478	100,229	79,949
Income tax expense (benefit)	9,356	11,678	15,606	13,575
Net Income (Loss) from Discontinued Operations Available to Common Shareholders, Basic	(85)	(2,473)	(170)	(2,408)
Discontinued Operations | Mortgage
Segment Reporting Information [Line Items]
Net interest income	0	368	0	642
Provision for credit losses	0	(240)	0	(264)
Net interest income after provision for credit losses	0	608	0	906
Noninterest income	0	1,668	1	3,710
Noninterest expenses	114	5,361	230	7,624
Income from continuing operations before income taxes	(114)	(3,085)	(229)	(3,008)
Income tax expense (benefit)	(29)	(612)	(59)	(600)
Net Income (Loss) from Discontinued Operations Available to Common Shareholders, Basic	$ (85)	$ (2,473)	$ (170)	$ (2,408)

XML

SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Event [Member] $ in Millions	Jul. 10, 2019 USD ($)
Subsequent Event [Line Items]
Stock repurchase program, expiration date	Jun. 30, 2021
Maximum
Subsequent Event [Line Items]
Stock repurchase program, authorized amount	$ 150