SEC Company Response from UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855) (UCB) — Jun 30, 2016
UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855)
Date: June 30, 2016 · CIK: 0000857855 · Accession: 0001571049-16-016394
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35095
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: John P. Nolan, Senior Assistant Chief Accountant Office of Financial Services Filed February 26, 2016 Form 8-K Filed April 27, 2016 File No. 001-35095
Dear Mr. Nolan:
On behalf of our client, United Community Banks, Inc. (the “Company,” “we,” “us” or “our”), we have set forth herein the Company’s response to the comments contained in the comment letter, dated June 22, 2016 (the “Comment Letter”), from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), with respect to the Form 10-K filed by the Company on February 26, 2016 (File No. 001-35095) (the “Form 10-K”) and the Form 8-K filed by the Company on April 27, 2016 (File No. 001-35095) (the “Form 8-K”).
For your convenience, we have set forth the comment from the Comment Letter in bold typeface and have included the Company’s response below it. The numbered paragraph in this letter corresponds to the numbered paragraph of the Comment Letter.
Form 10-K
Item 6. Selected Financial Data, page 25
1. On pages 25 and 26, you disclose several non-GAAP financial measures before their most directly comparable GAAP financial measures and present what appear to be full non-GAAP income statements on page 26, which may attach undue prominence
Atlanta BEIJING CHARLOTTE Chicago Hong Kong New York Orange County Portland RAleigh
Richmond San Diego San francisco Shanghai Tysons Corner Virginia Beach Washington, DC
John P. Nolan
United States Securities and Exchange Commission
June 30, 2016
Page 2
to the non-GAAP financial measures and is inconsistent with the updated Compliance Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next filing.
Response
We acknowledge the Staff’s comment and in future filings we will review and adhere to the updated Compliance Disclosure Interpretations issued on May 17, 2016 in order to avoid attaching undue prominence to non-GAAP financial measures.
Form 8-K
Exhibit 99.2 – Press Release of United Community Banks, Inc., dated April 27, 2016
2. It appears you prominently present non-GAAP financial measures, disclose non-GAAP financial measures without or before disclosing the most directly comparable GAAP financial measures and present what appear to be full non-GAAP income statements in the exhibit, which may attach undue prominence to the non-GAAP financial measures and is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next earnings release.
Response
We acknowledge the Staff’s comment and in future filings we will review and adhere to the updated Compliance Disclosure Interpretations issued on May 17, 2016 in order to avoid attaching undue prominence to non-GAAP financial measures.
* * *
In preparing our response to the Staff’s comments, the Company acknowledges that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
John P. Nolan
United States Securities and Exchange Commission
June 30, 2016
Page 3
Please let us know if you have any further comments or questions. I can be reached at (404) 885-3721.
Sincerely,
/s/ James Stevens
Show Raw Text
CORRESP
1
filename1.htm
James
Stevens
404.885.3721 telephone
404.885.3900 facsimile
james.stevens@troutmansanders.com
TROUTMAN
SANDERS LLP
Attorneys
at Law
Bank
of America Plaza
600
Peachtree Street NE, Suite 5200
Atlanta,
Georgia 30308-2216
404.885.3000
telephone
troutmansanders.com
June 30, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
John P. Nolan, Senior Assistant Chief Accountant
Office of Financial Services
Re: United Community Banks, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 26, 2016
Form 8-K
Filed April 27, 2016
File No. 001-35095
Dear Mr. Nolan:
On behalf of our client,
United Community Banks, Inc. (the “Company,” “we,” “us” or “our”), we have set
forth herein the Company’s response to the comments contained in the comment letter, dated June 22, 2016 (the “Comment
Letter”), from the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”), with respect to the Form 10-K filed by the Company on February 26, 2016
(File No. 001-35095) (the “Form 10-K”) and the Form 8-K filed by the Company on April 27, 2016 (File No. 001-35095)
(the “Form 8-K”).
For your convenience,
we have set forth the comment from the Comment Letter in bold typeface and have included the Company’s response below it.
The numbered paragraph in this letter corresponds to the numbered paragraph of the Comment Letter.
Form 10-K
Item 6. Selected Financial
Data, page 25
1. On pages 25 and 26, you disclose several non-GAAP financial measures before their most directly
comparable GAAP financial measures and present what appear to be full non-GAAP income statements on page 26, which may attach
undue prominence
Atlanta BEIJING CHARLOTTE Chicago Hong Kong New York Orange County Portland RAleigh
Richmond San Diego San francisco Shanghai Tysons Corner Virginia Beach Washington, DC
John P. Nolan
United States Securities and Exchange Commission
June 30, 2016
Page 2
to the non-GAAP
financial measures and is inconsistent with the updated Compliance Disclosure Interpretations issued on May 17, 2016. Please review
this guidance when preparing your next filing.
Response
We acknowledge the Staff’s comment and in future filings we will review and adhere to the
updated Compliance Disclosure Interpretations issued on May 17, 2016 in order to avoid attaching undue prominence to non-GAAP financial
measures.
Form
8-K
Exhibit
99.2 – Press Release of United Community Banks, Inc., dated April 27, 2016
2. It appears you prominently present non-GAAP financial measures, disclose non-GAAP financial
measures without or before disclosing the most directly comparable GAAP financial measures and present what appear to be full non-GAAP
income statements in the exhibit, which may attach undue prominence to the non-GAAP financial measures and is inconsistent with
the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next
earnings release.
Response
We acknowledge the Staff’s comment and in future filings we will review and adhere to the
updated Compliance Disclosure Interpretations issued on May 17, 2016 in order to avoid attaching undue prominence to non-GAAP financial
measures.
* * *
In preparing
our response to the Staff’s comments, the Company acknowledges that:
· the
Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff
comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
to the filing; and
· the
Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
John P. Nolan
United States Securities and Exchange Commission
June 30, 2016
Page 3
Please let us know
if you have any further comments or questions. I can be reached at (404) 885-3721.
Sincerely,
/s/ James Stevens
James Stevens
cc:
Jimmy C. Tallent
Rex S. Schuette