UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2011
United Community Banks, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
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No. 001-35095
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No. 58-180-7304 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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125 Highway 515 East, P.O. Box 398
Blairsville, Georgia
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30512 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (706) 781-2265
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02 |
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Results of Operation and Financial Condition. |
On October 27, 2011, United Community Banks, Inc. (the
Registrant) issued a news release announcing its financial
results for the quarter ended September 30, 2011 (the News
Release). The News Release, including financial schedules, is
attached as Exhibit 99.1 to this report. In connection with
issuing the News Release, on October 27, 2011 at 11:00 a.m.
EDT,
the Registrant intends to hold a conference call/webcast to
discuss the News Release. In addition to the News Release,
during the conference call the Registrant intends to discuss
certain financial information contained in the September 30,
2011 Investor Presentation (the Investor Presentation) which
will be posted to the Registrants website. The Investor
Presentation is attached as Exhibit 99.2 to this report.
The presentation of the Registrants financial results included
operating performance measures and core earnings measures, which
are measures of performance determined by methods other than in
accordance with generally accepted accounting principles, or
GAAP. Management included non-GAAP operating performance and
core earnings measures because it believes they are useful for
evaluating the Registrants operations and performance over
periods of time, and uses operating performance and core
earnings measures in managing and evaluating the Registrants
business and intends to refer to them in discussions about the
Registrants operations and performance. Operating performance
measures for the fourth quarter of 2010 exclude the effects of
an $11.75 million pre-tax partial recovery of a 2007 fraud loss
and third quarter 2010 operating performance measures exclude
the effects of a $210.6 million non-cash goodwill impairment
charge. These items have been excluded from operating
performance measures because management believes that the items
are non-recurring in nature and do not reflect overall trends in
the Registrants earnings. Additionally, core earnings measures
exclude credit related costs such as the $25.0 million special
provision for loan losses in the third quarter of 2011, the provision for loan
losses, certain expenses and charges related to the Registrants 2011
asset disposition plans in the first quarter of 2011, the loss
from the sale of nonperforming assets to Fletcher International in
the second quarter of 2010 and foreclosed property expense,
securities gains and losses, income taxes and other items of a
non-recurring nature. Core earnings are useful in evaluating
the underlying earnings performance trends of the Registrant.
Management believes these non-GAAP performance measures may
provide users of the Registrants financial information with a
meaningful measure for assessing the Registrants financial
results and comparing those financial results to prior periods.
Operating performance and core earnings measures should be
viewed in addition to, and not as an alternative or substitute
for, the Registrants performance measures determined in
accordance with GAAP, and are not necessarily comparable to
non-GAAP performance measures that may be presented by other
companies.
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Item 9.01 |
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Financial Statements and Exhibits. |
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99.1 |
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Press Release, dated October 27, 2011 |
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99.2 |
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Investor Presentation, Third Quarter 2011 |