Atlantic Union Bankshares Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

BORROWINGS

BORROWINGS

12 Months Ended

Dec. 31, 2017

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 December 31, 2017 and 2016 (dollars in thousands):



	2017			2016
Securities sold under agreements to repurchase	$	49,152		$	59,281
Other short-term borrowings ⁽¹⁾	745,000			517,500
Total short-term borrowings	$	794,152		$	576,781

Maximum month-end outstanding balance	$	794,152		$	678,262
Average outstanding balance during the period	602,553			590,074
Average interest rate	1.00		%	0.49		%
Average interest rate at end of period	1.32		%	0.60		%

⁽¹⁾ As of December 31, 2017 and 2016, all other short-term borrowings were FHLB advances.

The Bank maintains federal funds lines with several correspondent banks; the remaining available balance was $227.0 million and $175.0 million at December 31, 2017 and 2016 respectively. The Company maintains an alternate line of credit at a correspondent bank; the available balance was $25.0 million at both December 31, 2017 and 2016. 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 these covenants. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $2.7 billion and $2.4 billion at December 31, 2017 and 2016, respectively.

Long-term Borrowings

In connection with two bank acquisitions prior to 2006, the Company issued trust preferred capital notes to fund the cash portion of those acquisitions, collectively totaling $58.5 million. In connection with an acquisition in 2014, the Company acquired trust preferred capital notes totaling $32.0 million with a remaining fair value discount of $6.5 million at December 31, 2017. The trust preferred capital notes currently qualify for Tier 1 capital of the Company for regulatory purposes.



	Trust Preferred Capital Securities⁽¹⁾		Investment⁽¹⁾		Spread to 3-Month LIBOR		Rate		Maturity
Trust Preferred Capital Note - Statutory Trust I	$	22,500,000	$	696,000	2.75	%	4.44	%	6/17/2034
Trust Preferred Capital Note - Statutory Trust II	36,000,000		1,114,000		1.40	%	3.09	%	6/15/2036
VFG Limited Liability Trust I Indenture	20,000,000		619,000		2.73	%	4.42	%	3/18/2034
FNB Statutory Trust II Indenture	12,000,000		372,000		3.10	%	4.79	%	6/26/2033
Total	$	90,500,000	$	2,801,000

(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 Consolidated Balance Sheets.

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 in December 2026. At December 31, 2017, the balance of the subordinated notes was $150.0 million, with a remaining discount of $1.8 million.

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 Sheets. 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 years ended December 31, 2017, 2016, and 2015 was $1.9 million, $1.9 million, and $1.8 million, respectively.

In connection with an acquisition in 2014, the Company assumed $70.0 million in long-term borrowings with the FHLB of which there was $10.0 million remaining as of December 31, 2017 that had a remaining fair value premium of $130,000.

As of December 31, 2017, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):



Long-term Type	Spread to 3-Month LIBOR		Interest Rate ⁽¹⁾		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	2.13	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	2.15	%	11/23/2022	65,000
Adjustable Rate Credit	0.45	%	2.15	%	11/23/2022	10,000
Adjustable Rate Credit	0.45	%	2.15	%	11/23/2022	10,000
Fixed Rate	—		3.75	%	7/30/2018	5,000
Fixed Rate	—		3.97	%	7/30/2018	5,000
Fixed Rate Hybrid	—		0.99	%	10/19/2018	30,000
Fixed Rate Hybrid	—		1.58	%	5/18/2020	20,000
						$	200,000

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

As of December 31, 2016, the Company had long-term advances from the FHLB consisting of the following (dollars in thousands):



Long-term Type	Spread to 3-Month LIBOR		Interest Rate ⁽¹⁾		Maturity Date	Advance Amount
Adjustable Rate Credit	0.44	%	1.44	%	8/23/2022	$	55,000
Adjustable Rate Credit	0.45	%	1.45	%	11/23/2022	65,000
Adjustable Rate Credit	0.45	%	1.45	%	11/23/2022	10,000
Adjustable Rate Credit	0.45	%	1.45	%	11/23/2022	10,000
Fixed Rate	—		3.62	%	11/28/2017	10,000
Fixed Rate	—		3.75	%	7/30/2018	5,000
Fixed Rate	—		3.97	%	7/30/2018	5,000
Fixed Rate Hybrid	—		0.99	%	10/19/2018	30,000
						$	190,000

(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 December 31, 2017 and 2016, refer to Note 9 "Commitments and Contingencies".

As of December 31, 2017, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):



	Trust Preferred Capital Notes		Subordinated Notes		FHLB Advances		Premium (Discount)			Prepayment Penalty			Total Long-term Borrowings
2018	$	—	$	—	$	40,000	$	(345	)	$	(1,970	)	$	37,685
2019	—		—		—		(488		)	(2,018		)	(2,506		)
2020	—		—		20,000		(503		)	(2,074		)	17,423
2021	—		—		—		(518		)	(2,119		)	(2,637		)
2022	—		—		140,000		(534		)	(1,707		)	137,759
Thereafter	93,301		150,000		—		(5,763		)	—			237,538
Total Long-term borrowings	$	93,301	$	150,000	$	200,000	$	(8,151	)	$	(9,888	)	$	425,262