UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Or

o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

West Virginia		55-0641179
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

300 United Center
500 Virginia Street, East
Charleston, West Virginia		25301
(Address of Principal Executive Offices)		Zip Code

Registrant’s Telephone Number, including Area Code: (304) 424-8800

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 þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)

Yes þ No o

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

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class — Common Stock, $2.50 Par Value; 42,148,460 shares outstanding as of October 31, 2005.

 

 

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited) September 30, 2005 and December 31, 2004			4
Consolidated Statements of Income (Unaudited) for the Three and Nine Months Ended September 30, 2005 and 2004			5
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) for the Nine Months Ended September 30, 2005			7
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2005 and 2004			8
Notes to Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3. Quantitative and Qualitative Disclosures about Market Risk			40
Item 4. Controls and Procedures			43
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			44
Item 3. Defaults Upon Senior Securities			44
Item 4. Submission of Matters to a Vote of Security Holders			44
Item 5. Other Information			45
Item 6. Exhibits			45
Signatures			46
Exhibits			47
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

The September 30, 2005 and December 31, 2004, consolidated balance sheets of United Bankshares, Inc. and Subsidiaries, the related consolidated statements of income for the three and nine months ended September 30, 2005 and 2004, the related consolidated statement of changes in shareholders’ equity for the nine months ended September 30, 2005, the related condensed consolidated statements of cash flows for the nine months ended September 30, 2005 and 2004, and the notes to consolidated financial statements appear on the following pages.

CONSOLIDATED BALANCE SHEETS
UNITED BANKSHARES, INC. AND SUBSIDIARIES

		September 30				December 31
(Dollars in thousands, except par value)		2005				2004
		(Unaudited)				(Note 1)
Assets
Cash and due from banks		$	179,055			$	132,306
Interest-bearing deposits with other banks			13,745				21,159
Federal funds sold			26,748				—
Total cash and cash equivalents			219,548				153,465
Securities available for sale at estimated fair value (amortized cost—$1,221,272 at September 30, 2005 and $1,266,931 at December 31, 2004)			1,219,069				1,277,160
Securities held to maturity (estimated fair value—$238,376 at September 30, 2005 and $241,592 at December 31, 2004)			230,709				233,282
Loans held for sale			4,826				3,981
Loans			4,607,115				4,424,702
Less: Unearned income			(6,709	)			(6,426	)
Loans net of unearned income			4,600,406				4,418,276
Less: Allowance for loan losses			(43,617	)			(43,365	)
Net loans			4,556,789				4,374,911
Bank premises and equipment			39,982				41,564
Goodwill			167,487				166,926
Accrued interest receivable			29,123				27,371
Other assets			165,511				157,311
TOTAL ASSETS		$	6,633,044			$	6,435,971
Liabilities
Deposits:
Noninterest-bearing		$	983,435			$	885,339
Interest-bearing			3,626,297				3,412,224
Total deposits			4,609,732				4,297,563
Borrowings:
Federal funds purchased			67,685				131,106
Securities sold under agreements to repurchase			616,146				546,425
Federal Home Loan Bank borrowings			540,988				669,322
Other short-term borrowings			2,563				4,427
Other long-term borrowings			89,043				89,433
Allowance for lending-related commitments			8,378				7,988
Accrued expenses and other liabilities			59,966				58,200
TOTAL LIABILITIES			5,994,501				5,804,464
Shareholders’ Equity
Common stock, $2.50 par value; Authorized—100,000,000 shares; issued—44,320,832 at September 30, 2005 and December 31, 2004, including 2,074,281 and 1,312,387 shares in treasury at September 30, 2005 and December 31, 2004, respectively			110,802				110,802
Surplus			98,584				99,773
Retained earnings			500,897				459,393
Accumulated other comprehensive (loss) income			(2,996	)			3,739
Treasury stock, at cost			(68,744	)			(42,200	)
TOTAL SHAREHOLDERS’ EQUITY			638,543				631,507
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	6,633,044			$	6,435,971

See notes to consolidated unaudited financial statements.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES

		Three Months Ended								Nine Months Ended
		September 30								September 30
(Dollars in thousands, except per share data)		2005				2004				2005				2004
Interest income
Interest and fees on loans		$	70,575			$	57,727			$	199,665			$	168,513
Interest on federal funds sold and other short-term investments			232				168				578				352
Interest and dividends on securities:
Taxable			14,480				13,804				42,139				40,789
Tax-exempt			4,203				2,094				8,563				6,250
Total interest income			89,490				73,793				250,945				215,904
Interest expense
Interest on deposits			19,626				12,312				50,946				34,503
Interest on short-term borrowings			4,656				1,534				12,083				4,775
Interest on long-term borrowings			8,550				7,778				24,810				25,461
Total interest expense			32,832				21,624				87,839				64,739
Net interest income			56,658				52,169				163,106				151,165
Provision for credit losses			1,945				1,296				3,560				3,192
Net interest income after provision for credit losses			54,713				50,873				159,546				147,973
Other income
Fees from trust and brokerage services			2,813				2,837				8,312				8,070
Service charges, commissions, and fees			8,785				8,867				25,124				26,406
Income from bank-owned life insurance			1,020				959				3,443				2,976
Income from mortgage banking operations			337				148				690				558
Security (losses) gains			(93	)			275				889				1,095
Other income			174				778				856				2,023
Total other income			13,036				13,864				39,314				41,128
Other expense
Salaries and employee benefits			15,205				15,328				44,192				43,614
Net occupancy expense			3,113				3,026				9,259				9,272
Equipment expense			1,639				1,864				4,952				5,714
Data processing expense			1,405				1,095				4,273				3,307
Prepayment penalties on FHLB Advances			—				16,006				—				16,006
Other expense			9,154				8,933				27,158				27,436
Total other expense			30,516				46,252				89,834				105,349
Income from continuing operations before income taxes			37,233				18,485				109,026				83,752
Income taxes			11,784				5,734				34,303				25,937
Income from continuing operations			25,449				12,751				74,723				57,815
Gain on sale of discontinued Operations			—				17,000				—				17,000
Other operating income			—				92				—				3,780
Income from discontinued operations before income taxes			—				17,092				—				20,780
Income taxes			—				5,299				—				6,333
Income from discontinued operations			—				11,793				—				14,447
Net income		$	25,449			$	24,544			$	74,723			$	72,262

CONSOLIDATED STATEMENTS OF INCOME (Unaudited) — continued
UNITED BANKSHARES, INC. AND SUBSIDIARIES

		Three Months Ended								Nine Months Ended
		September 30								September 30
(Dollars in thousands, except per share data)		2005				2004				2005				2004
Earnings per common share from continuing operations:
Basic		$	0.60			$	0.29			$	1.75			$	1.33
Diluted		$	0.59			$	0.29			$	1.73			$	1.31
Earnings per common share from discontinued operations:
Basic			—			$	0.27				—			$	0.33
Diluted			—			$	0.27				—			$	0.33
Earnings per common share:
Basic		$	0.60			$	0.56			$	1.75			$	1.66
Diluted		$	0.59			$	0.56			$	1.73			$	1.64
Dividends per common share		$	0.26			$	0.26			$	0.78			$	0.76
Average outstanding shares:
Basic			42,383,810				43,319,414				42,648,080				43,503,066
Diluted			42,918,552				43,858,149				43,153,673				44,043,491

See notes to consolidated unaudited financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands, except per share data)

		Nine Months Ended September 30, 2005
																		Accumulated
		Common Stock																Other								Total
						Par								Retained				Comprehensive				Treasury				Shareholders’
		Shares				Value				Surplus				Earnings				Income (Loss)				Stock				Equity
Balance at January 1, 2005			44,320,832			$	110,802			$	99,773			$	459,393			$	3,739				($42,200	)		$	631,507
Comprehensive income:
Net income			—				—				—				74,723				—				—				74,723
Other comprehensive income, net of tax:
Unrealized loss on securities of $7,503 net of reclassification adjustment for gains included in net income of $578			—				—				—				—				(8,081	)			—				(8,081	)
Unrealized gain on cash flow hedge, net of tax of $526			—				—				—				—				976				—				976
Accretion of the unrealized loss for securities transferred from the available for sale to the held to maturity investment portfolio			—				—				—				—				370				—				370
Total comprehensive income																											67,988
Purchase of treasury stock (863,574 shares)			—				—				—				—				—				(29,868	)			(29,868	)
Cash dividends ($0.78 per share)			—				—				—				(33,219	)			—				—				(33,219	)
Common stock options exercised (101,680 shares)			—				—				(1,189	)			—				—				3,324				2,135
Balance at September 30, 2005			44,320,832			$	110,802			$	98,584			$	500,897				($2,996	)			($68,744	)		$	638,543

See notes to consolidated unaudited financial statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
UNITED BANKSHARES, INC. AND SUBSIDIARIES

(Dollars in thousands)

		Nine Months Ended
		September 30
		2005				2004
NET CASH PROVIDED BY OPERATING ACTIVITIES OF CONTINUING OPERATIONS		$	81,090			$	60,280
INVESTING ACTIVITIES
Proceeds from maturities and calls of securities held to maturity			3,449				15,051
Purchases of securities held to maturity			(453	)			(3,952	)
Proceeds from sales of securities available for sale			225,268				233,244
Proceeds from maturities and calls of securities available for sale			165,201				259,100
Purchases of securities available for sale			(348,279	)			(501,878	)
Net purchases of bank-owned life insurance			—				(11,809	)
Net purchases of bank premises and equipment			(1,979	)			(2,301	)
Net change in loans			(186,795	)			(314,004	)
NET CASH USED IN INVESTING ACTIVITIES OF CONTINUING OPERATIONS			(143,588	)			(326,549	)
FINANCING ACTIVITIES
Cash dividends paid			(33,409	)			(32,712	)
Acquisition of treasury stock			(29,868	)			(29,621	)
Proceeds from exercise of stock options			1,985				4,766
Repayment of long-term Federal Home Loan Bank borrowings			(126,732	)			(246,297	)
Proceeds from long-term Federal Home Loan Bank borrowings			150,000				140,000
Changes in:
Deposits			312,169				169,148
Federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings			(145,564	)			127,394
NET CASH PROVIDED BY FINANCING ACTIVITIES OF CONTINUING OPERATIONS			128,581				132,678
NET CASH PROVIDED BY DISCONTINUED OPERATIONS			—				42,210
Increase (Decrease) in cash and cash equivalents			66,083				(91,381	)
Cash and cash equivalents at beginning of year, continuing operations			153,465				249,118
Cash and cash equivalents at beginning of year, discontinued operations			—				5,823
Cash and cash equivalents at beginning of year			153,465				254,941
Cash and cash equivalents at end of period, continuing operations		$	219,548			$	163,560
Cash and cash equivalents at end of period, discontinued operations			—				—
Cash and cash equivalents at end of period		$	219,548			$	163,560

See notes to consolidated unaudited financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

UNITED BANKSHARES, INC. AND SUBSIDIARIES

1. GENERAL

The accompanying unaudited consolidated interim financial statements of United Bankshares, Inc. and Subsidiaries (“United”) have been prepared in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not contain all of the information and footnotes required by accounting principles generally accepted in the United States. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements presented as of September 30, 2005 and 2004 and for the three-month and nine-month periods then ended have not been audited. The consolidated balance sheet as of December 31, 2004 has been extracted from the audited financial statements included in United’s 2004 Annual Report to Shareholders. The accounting and reporting policies followed in the presentation of these financial statements are consistent with those applied in the preparation of the 2004 Annual Report of United on Form 10-K. In the opinion of management, all adjustments necessary for a fair presentation of financial position and results of operations for the interim periods have been made. Such adjustments are of a normal and recurring nature.

The accompanying consolidated interim financial statements include the accounts of United and its wholly owned subsidiaries. United considers all of its principal business activities to be bank related. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Dollars are in thousands, except per share and share data.

New Accounting Standards: In June 2005, the Financial Accounting Standards Board (FASB) issued Statement No. 154 (SFAS 154), “Accounting Changes and Error Corrections”, a replacement of APB No. 20, “Accounting Changes” and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements”. SFAS 154 applies to all voluntary changes in accounting principle and changes the requirements for accounting for, and reporting of, a change in accounting principle. Previously, most voluntary changes in accounting principles were required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. SFAS 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The implementation of FAS 154 is not expected to have a material impact on United’s consolidated financial statements.

United has stock option plans for certain employees that are accounted for under the intrinsic value method. Because the exercise price at the date of the grant is equal to the market value of the stock, no compensation expense is recognized. In December 2004, FASB enacted Statement of Financial Accounting Standards 123—revised 2004 (SFAS 123R), ''Share-Based Payment’’ which replaces Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-Based Compensation’’ and supersedes

APB Opinion No. 25 (APB 25), ''Accounting for Stock Issued to Employees” and amends FASB Statement No. 95, “Statement of Cash Flows.’’ SFAS 123R requires the measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value based method and the recording of such expense in our consolidated statements of income. In April 2005, the Securities and Exchange Commission (SEC) adopted a new rule amending the adoption date of SFAS 123R. Based on this new rule, registrants that are not small business issuers must adopt SFAS 123R no later than the beginning of the first fiscal year beginning after June 15, 2005. SFAS 123R may be adopted in one of two ways — the modified prospective transition method or the modified retrospective transition method. United expects to adopt SFAS 123R using the modified prospective transition method. Prior to 2004, United disclosed pro forma compensation expense quarterly and annually by calculating the stock option grants’ fair value using the Black-Scholes model and disclosing the impact on net income and net income per share. For options granted in 2004, United used a binomial lattice model to value the options granted and determine the pro forma compensation expense presented in the table below. United intends to use this binomial lattice model to value future grants. SFAS 123R defines a lattice model as a model that produces an estimated fair value based on the assumed changes in prices of a financial instrument over successive periods of time. A binomial lattice model assumes at least two price movements are possible in each period of time.

United, as does the FASB, believes the use of a binomial lattice model for option valuation is capable of more fully reflecting certain characteristics of employee stock options compared to the Black- Scholes options pricing model. For United, the difference in fair values calculated under each option pricing model is immaterial. The table below reflects the estimated impact the fair value method would have had on United’s net income and net income per share if SFAS 123R had been in effect for the three and nine months ended September 30, 2005 and 2004. United will continue to evaluate the method of adoption and will begin to apply SFAS 123R as of the interim reporting period ending March 31, 2006, as required. United does not expect the adoption to have a material impact on its consolidated statements of income and net income per share.

The following pro forma disclosures present United’s consolidated net income and diluted earnings per share, determined as if United had recognized compensation expense for its employee stock options based on the estimated fair value of the option at the date of grant amortized over the vesting period of the option:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Net Income, as reported		$	25,449			$	24,544			$	74,723			$	72,262
Less pro forma expense related to options granted, net of tax			(299	)			(251	)			(900	)			(755	)
Pro forma net income		$	25,150			$	24,293			$	73,823			$	71,507
Pro forma net income per share:
Basic — as reported		$	0.60			$	0.56			$	1.75			$	1.66
Basic — pro forma		$	0.59			$	0.56			$	1.73			$	1.64
Diluted — as reported		$	0.59			$	0.56			$	1.73			$	1.64
Diluted — pro forma		$	0.59			$	0.55			$	1.71			$	1.62

SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under current standards. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. While the company cannot estimate what those amounts will be in the future (because they depend on, among other things, the date employees exercise stock options), United did not recognize any such amounts in operating cash flows for the nine months ended September 30, 2005 and 2004.

In March of 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107), “Share-Based Payment.” SAB 107 provides guidance regarding the application of SFAS 123R including option valuation methods, the accounting for income tax effects of share-based payment arrangements upon the adoption of SFAS 123R, and the required disclosures within filings made with the SEC related to the accounting for share-based payment transactions. United will provide SAB 107 required disclosures beginning in the interim reporting period ending March 31, 2006, as required.

2. DISCONTINUED OPERATIONS

On July 7, 2004, United closed the sale of its wholly owned mortgage banking subsidiary, George Mason Mortgage, LLC (Mason Mortgage) to Cardinal Financial Corporation (Cardinal) of McLean, Virginia for an amount equivalent to Mason Mortgage’s net worth plus cash of $17 million in exchange for all of the outstanding membership interests in Mason Mortgage. Mason Mortgage, which was previously reported as a separate segment, is presented as discontinued operations for all periods presented in these financial statements.

The results of Mason Mortgage are presented as discontinued operations in a separate category on the income statement following the results from continuing operations. All assets and liabilities of Mason Mortgage were sold as of July 7, 2004 and thus, were not included in the September 30, 2005 or December 31, 2004 consolidated balance sheets. No income from discontinued operations was recorded for the quarter and nine months ended September 30, 2005 as the sale of Mason Mortgage occurred in 2004. Income from discontinued operations for the quarter and nine months ended September 30, 2004 is presented on the following page:

Statement of Income for Discontinued Operations

		Three Months				Nine Months
		Ended				Ended
		September 30,				September 30,
		2004				2004
Interest and fees on loans			—			$	6,850
Interest expense			—				1,543
Net interest income			—				5,307
Other income:
Service charges, commissions, and fees			—				565
Gain on sale of discontinued operations		$	17,000				17,000
Income from mortgage banking operations			92				15,271
Total other income			17,092				32,836
Other expense:
Salaries and employee benefits expense			—				13,574
Net occupancy expense			—				985
Other noninterest expense			—				2,804
Total other expense			—				17,363
Income from discontinued operations before income taxes			17,092				20,780
Income taxes			5,299				6,333
Income from discontinued operations		$	11,793			$	14,447

3. INVESTMENT SECURITIES

The amortized cost and estimated fair values of securities available for sale are summarized as follows:

		September 30, 2005
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
U.S. Treasury securities and obligations of U.S. Government corporations and agencies		$	11,722			$	2			$	61			$	11,663
State and political subdivisions			86,685				2,928				138				89,475
Mortgage-backed securities			934,928				3,744				11,760				926,912
Marketable equity securities			7,037				199				111				7,125
Other			180,900				3,209				215				183,894
Total		$	1,221,272			$	10,082			$	12,285			$	1,219,069

		December 31, 2004
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
U.S. Treasury securities and obligations of U.S. Government corporations and agencies		$	13,395			$	8			$	20			$	13,383
State and political subdivisions			67,054				2,387				91				69,350
Mortgage-backed securities			986,328				9,051				6,251				989,128
Marketable equity securities			8,597				1,500				39				10,058
Other			191,557				3,844				160				195,241
Total		$	1,266,931			$	16,790			$	6,561			$	1,277,160

In March 2004, the Financial Accounting Standards Board (FASB) ratified the consensus reached by the Emerging Issues Task Force (EITF) regarding Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (EITF 03-1). The issue provides guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures with respect to these investments. The FASB delayed the guidance in EITF 03-1 regarding measurement and recognition of other-than-temporary impairment. In June 2005, the FASB decided not to provide additional guidance on the meaning of other-than-temporary impairment and directed the staff to issue proposed FASB-directed Staff Position (FSP) EITF 03-1-a, “Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1,” as final. The final FSP supersedes EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments,” and EITF Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.”

The final FSP (retitled FSP FAS 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”) replaces the guidance set forth in paragraphs 10 through 18 of EITF 03-1 with references to existing other-than-temporary impairment guidance, such as FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, SEC Staff Accounting Bulletin No. 59, “Accounting for Noncurrent Marketable Equity Securities”, and APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” FSP FAS 115-1 codifies the guidance set forth in EITF Topic D-44 and clarifies that an investor should recognize an impairment loss no later than when the impairment is deemed other than temporary, even if a decision to sell has not been made.

FASB decided that FSP FAS 115-1 would be effective for other-than-temporary impairment analysis conducted in periods beginning after September 15, 2005. United does not anticipate adoption of FSP FAS 115-1 will have a significant impact upon its consolidated financial statements.

Provided below is a summary of securities available-for-sale which were in an unrealized loss position at September 30, 2005 and December 31, 2004:

		Less than 12 months								12 months or longer
		Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses
September 30, 2005
Treasuries and agencies		$	7,319			$	36			$	979			$	25
State and political			12,790				100				2,509				38
Mortgage-backed			463,114				4,774				379,550				6,986
Marketable equity securities			1,479				18				868				93
Other			2,474				26				18,274				189
Total		$	487,176			$	4,954			$	402,180			$	7,331
December 31, 2004
Treasuries and agencies		$	10,465			$	20				—				—
State and political			5,442				72			$	1,247			$	19
Mortgage-backed			479,144				4,339				147,170				1,912
Marketable equity securities			177				23				748				16
Other			20,619				126				4,929				34
Total		$	515,847			$	4,580			$	154,094			$	1,981

Gross unrealized losses on available for sale securities were $12,285 at September 30, 2005. Securities in a continuous unrealized loss position for twelve months or more consisted primarily of mortgage-backed securities. The unrealized loss on the mortgage-backed securities portfolio relates primarily to AAA securities issued by FNMA, FHLMC, GNMA, and various other private label issuers. Management does not believe any individual security with an unrealized loss as of September 30, 2005 is other than temporarily impaired. United believes the decline in value is attributable to changes in market interest rates and not the credit quality of the issuers. United has the ability to hold these securities until such time as the value recovers or the securities mature.

The amortized cost and estimated fair value of securities available for sale at September 30, 2005 and December 31, 2004 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties.

		September 30, 2005								December 31, 2004
						Estimated								Estimated
		Amortized				Fair				Amortized				Fair
		Cost				Value				Cost				Value
Due in one year or less		$	8,175			$	10,275			$	12,420			$	12,418
Due after one year through five years			75,923				75,136				17,241				21,747
Due after five years through ten years			268,816				266,391				299,627				299,395
Due after ten years			861,321				860,142				929,046				933,542
Marketable equity securities			7,037				7,125				8,597				10,058
Total		$	1,221,272			$	1,219,069			$	1,266,931			$	1,277,160

The amortized cost and estimated fair values of securities held to maturity are summarized as follows:

		September 30, 2005
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
U.S. Treasury securities and obligations of U.S. Government corporations and agencies		$	11,812			$	1,364				—			$	13,176
State and political subdivisions			68,738				2,538				—				71,276
Mortgage-backed securities			435				19				—				454
Other			149,724				4,455			$	709				153,470
Total		$	230,709			$	8,376			$	709			$	238,376

		December 31, 2004
						Gross				Gross				Estimated
		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
U.S. Treasury securities and obligations of U.S. Government corporations and agencies		$	11,886			$	1,220				—			$	13,106
State and political subdivisions			71,929				2,705			$	4				74,630
Mortgage-backed securities			588				35				—				623
Other			148,879				6,926				2,572				153,233
Total		$	233,282			$	10,886			$	2,576			$	241,592

The amortized cost and estimated fair value of debt securities held to maturity at September 30, 2005 and December 31, 2004 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations without penalties. There were no sales of held to maturity securities.

		September 30, 2005								December 31, 2004
						Estimated								Estimated
		Amortized				Fair				Amortized				Fair
		Cost				Value				Cost				Value
Due in one year or less		$	12,386			$	12,502			$	1,254			$	1,261
Due after one year through five years			39,594				41,792				47,354				50,840
Due after five years through ten years			21,052				21,865				23,841				24,803
Due after ten years			157,677				162,217				160,833				164,688
Total		$	230,709			$	238,376			$	233,282			$	241,592

The carrying value of securities pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes as required or permitted by law, approximated $1,098,248 and $1,034,573 at September 30, 2005 and December 31, 2004, respectively.

4. LOANS

Major classifications of loans are as follows:

		September 30,				December 31,
		2005				2004
Commercial, financial and agricultural		$	891,546			$	864,511
Real estate:
Single-family residential			1,720,880				1,663,198
Commercial			1,129,960				1,063,554
Construction			358,540				303,516
Other			113,216				123,165
Installment			392,973				406,758
Total gross loans		$	4,607,115			$	4,424,702

The table above does not include loans held for sale of $4,826 and $3,981 at September 30, 2005 and December 31, 2004, respectively. Loans held for sale consist of single-family residential real estate loans originated for sale in the secondary market.

United’s subsidiary banks have made loans, in the normal course of business, to the directors and officers of United and its subsidiaries, and to their affiliates. Such related party loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than normal risk of collectibility. The aggregate dollar amount of these loans was $112,482 and $109,126 at September 30, 2005 and December 31, 2004, respectively.

5. ALLOWANCE FOR CREDIT LOSSES

United maintains an allowance for loan losses and an allowance for lending-related commitments such as unfunded loan commitments and letters of credit. The allowance for lending-related commitments of $8,378 and $7,988 at September 30, 2005 and December 31, 2004, respectively, is separately identified on the balance sheet and is included in other liabilities. The combined allowances for loan losses and lending-related commitments are referred to as the allowance for credit losses.

The allowance for credit losses is management’s estimate of the probable credit losses inherent in the lending portfolio. Management’s evaluation of the adequacy of the allowance for credit losses and the appropriate provision for credit losses is based upon a quarterly evaluation of the loan portfolio and lending-related commitments. This evaluation is inherently subjective and requires significant estimates, including the amounts and timing of future cash flows, value of collateral, losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which are susceptible to constant and significant change. The allowance allocated to specific credits and loan pools grouped by similar risk characteristics is reviewed on a quarterly basis and adjusted as necessary based upon subsequent changes in circumstances. In determining the components of the allowance for credit losses, management considers the risk arising in part from, but not limited to, charge-off and delinquency trends, current economic and business conditions, lending policies and procedures, the size and risk characteristics of the loan portfolio, concentrations of credit, and other various factors. Loans deemed to be uncollectible are charged against the allowance for credit losses, while recoveries of previously charged-off amounts are

credited to the allowance for credit losses. Credit expenses related to the allowance for credit losses and the allowance for lending-related commitments are reported in the provision for credit losses in the income statement.

A progression of the allowance for credit losses, which includes the allowance for credit losses and the allowance for lending-related commitments, for the periods presented is summarized as follows:

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2005				2004				2005				2004
Balance at beginning of period		$	51,633			$	51,379			$	51,353			$	51,309
Provision			1,945				1,296				3,560				3,192
			53,578				52,675				54,913				54,501
Loans charged-off			(1,946	)			(1,840	)			(4,523	)			(4,678	)
Less: Recoveries			363				640				1,605				1,652
Net Charge-offs			(1,583	)			(1,200	)			(2,918	)			(3,026	)
Balance at end of period		$	51,995			$	51,475			$	51,995			$	51,475

6. RISK ELEMENTS

Nonperforming assets include loans on which no interest is currently being accrued, principal or interest has been in default for a period of 90 days or more and for which the terms have been modified due to deterioration in the financial position of the borrower. Loans are designated as nonaccrual when, in the opinion of management, the collection of principal or interest is doubtful. This generally occurs when a loan becomes 90 days past due as to principal or interest unless the loan is both well secured and in the process of collection. When interest accruals are discontinued, unpaid interest credited to income in the current year is reversed, and unpaid interest accrued in prior years is charged to the allowance for credit losses. Other real estate owned consists of property acquired through foreclosure and is stated at the lower of cost or fair value less estimated selling costs.

Nonperforming assets are summarized as follows:

		September 30,				December 31,
		2005				2004
Nonaccrual loans		$	7,868			$	6,352
Loans past due 90 days or more and still accruing interest			6,831				4,425
Total nonperforming loans			14,699				10,777
Other real estate owned			2,037				3,692
Total nonperforming assets		$	16,736			$	14,469

Loans are designated as impaired when, in the opinion of management, the collection of principal and interest in accordance with the contractual terms of the loan agreement is not probable. At September 30,

2005, the recorded investment in loans that were considered to be impaired was $18,513 (of which $7,868 were on a nonaccrual basis). Included in this amount is $6,418 of impaired loans for which the related allowance for credit losses is $1,147 and $12,095 of impaired loans that do not have an allowance for credit losses due to management’s estimate that the fair value of the underlying collateral of these loans is sufficient for full repayment of the loan and interest. At December 31, 2004, the recorded investment in loans that were considered to be impaired was $10,348 (of which $6,352 were on a nonaccrual basis). Included in this amount was $3,914 of impaired loans for which the related allowance for credit losses was $997, and $6,434 of impaired loans that did not have an allowance for credit losses. The average recorded investment in impaired loans during the nine months ended September 30, 2005 and for the year ended December 31, 2004 was approximately $14,946 and $15,709, respectively.

United recognized interest income on impaired loans of approximately $151 and $346 for the quarter and nine months ended September 30, 2005, respectively, and $46 and $300 for the quarter and nine months ended September 30, 2004, respectively. Substantially all of the interest income was recognized using the accrual method of income recognition. The amount of interest income that would have been recorded under the original terms for the above loans and nonaccrual loans was $282 and $711 for the quarter and nine months ended September 30, 2005, respectively, and $152 and $617 for the quarter and nine months ended September 30, 2004, respectively.

7. INTANGIBLE ASSETS

Total goodwill was $167,487 and $166,926 as of September 30, 2005 and December 31, 2004, respectively.

The following is a summary of intangible assets subject to amortization and those not subject to amortization:

		As of September 30, 2005
		Gross Carrying				Accumulated				Net Carrying
		Amount				Amortization				Amount
Amortized intangible assets:
Core deposit intangible assets		$	19,890				($14,828	)		$	5,062
Goodwill not subject to amortization										$	167,487

		As of December 31, 2004
		Gross Carrying				Accumulated				Net Carrying
		Amount				Amortization				Amount
Amortized intangible assets:
Core deposit intangible assets		$	19,890				($13,071	)		$	6,819
Goodwill not subject to amortization										$	166,926

United incurred amortization expense of $560 and $1,757 for the quarter and nine months ended September 30, 2005, respectively, and $658 and $2,092 for the quarter and nine months ended September 30, 2004, respectively, related to intangible assets. The following table sets forth the anticipated amortization expense for intangible assets for each of the next five years:

Year		Amount
2005		$	2,278
2006			1,871
2007			1,462
2008			832
2009			303
Thereafter			73

8. SHORT—TERM BORROWINGS

Federal funds purchased and securities sold under agreements to repurchase are a significant source of funds for the company. United has various unused lines of credit available from certain of its correspondent banks in the aggregate amount of $200,000. These lines of credit, which bear interest at prevailing market rates, permit United to borrow funds in the overnight market, and are renewable annually subject to certain conditions. At September 30, 2005, federal funds purchased were $67,685 while securities sold under agreements to repurchase were $616,146.

United has available funds of $70,000 with two unrelated financial institutions to provide for general liquidity needs. Both are unsecured revolving lines of credit. One has a one-year renewable term while the other line of credit has a two-year renewable term. Each line of credit carries an indexed floating rate of interest. At September 30, 2005, United had no outstanding balance under these lines of credit.

United Bank (VA) participates in the Treasury Investment Program, which is essentially the U.S. Treasury’s savings account for companies depositing employment and other tax payments. The bank retains the funds in an open-ended interest-bearing note until the Treasury withdraws or “calls” the funds. A maximum note balance is established and that amount must be collateralized at all times. All tax deposits or a portion of the tax deposits up to the maximum balance are generally available as a source of short-term investment funding. As of September 30, 2005, United Bank (VA) had an outstanding balance of $2,563 and had additional funding available of $2,437.

9. LONG—TERM BORROWINGS

United’s subsidiary banks are members of the Federal Home Loan Bank (FHLB). Membership in the FHLB makes available short-term and long-term borrowings from collateralized advances. All FHLB borrowings are collateralized by a mix of single-family residential mortgage loans, commercial loans and investment securities. At September 30, 2005, United had an unused borrowing amount of approximately $1,356,131 available subject to delivery of collateral after certain trigger points.

At September 30, 2005, $540,988 of FHLB advances with a weighted-average interest rate of 5.55% is scheduled to mature within the next twelve years. The scheduled maturities of borrowings are as follows:

Year		Amount
2005		$	75,800
2006			1,100
2007			—
2008			100,491
2009 and thereafter			363,597
Total		$	540,988

United has a total of seven statutory business trusts that were formed for the purpose of issuing or participating in pools of trust preferred capital securities (Capital Securities) with the proceeds invested in junior subordinated debt securities (Debentures) of United. The Debentures, which are subordinate and junior in right of payment to all present and future senior indebtedness and certain other financial obligations of United, are the sole assets of the trusts and United’s payment under the Debentures is the sole source of revenue for the trusts. At September 30, 2005 and December 31, 2004, the outstanding balances of the Debentures were $89,043 and $89,433 respectively, and were included in the category of long-term debt on the Consolidated Balance Sheets entitled “Other long-term borrowings”. The Capital Securities are not included as a component of shareholders’ equity in the Consolidated Balance Sheets. United fully and unconditionally guarantees each individual trust’s obligations under the Capital Securities.

Under the provisions of the subordinated debt, United has the right to defer payment of interest on the subordinated debt at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debt are deferred, the dividends on the Capital Securities are also deferred. Interest on the subordinated debt is cumulative.

The Trust Preferred Securities currently qualify as Tier 1 capital of United for regulatory purposes. In March of 2005, the banking regulatory agencies issued guidance, which did not change the regulatory capital treatment for the Trust Preferred Securities.

On March 3, 2005, the FASB issued FIN 46R-5, “Implicit Variable Interest under FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (VIE).” FIN 46R-5 requires a reporting enterprise to address whether a reporting enterprise has an implicit variable interest in a VIE or potential VIE when specific conditions exist. FIN 46R-5 was effective in the second quarter of 2005 and did not have a material impact on United’s consolidated financial statements.

10. COMMITMENTS AND CONTINGENT LIABILITIES

United 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 alter its own exposure to fluctuations in interest rates. These financial instruments include loan commitments, standby letters of credit, and commercial letters of credit. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements.

United’s maximum exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument for the loan commitments and standby letters of credit is the contractual or notional amount of those instruments. United uses the same policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Collateral may be obtained, if deemed necessary, based on management’s credit evaluation of the counterparty.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. United had approximately $1,788,113 and $1,618,823 of loan commitments outstanding as of September 30, 2005 and December 31, 2004, respectively, the majority of which expire within one year.

Commercial and standby letters of credit are agreements used by United’s customers as a means of improving their credit standing in their dealings with others. Under these agreements, United guarantees certain financial commitments of its customers. A commercial letter of credit is issued specifically to facilitate trade or commerce. Typically, under the terms of a commercial letter of credit, a commitment is drawn upon when the underlying transaction is consummated as intended between the customer and a third party. United has issued commercial letters of credit of $1,376 and $1,449 as of September 30, 2005 and December 31, 2004, respectively. A standby letter of credit is generally contingent upon the failure of a customer to perform according to the terms of an underlying contract with a third party. United has issued standby letters of credit of $136,579 and $140,168 as of September 30, 2005 and December 31, 2004, respectively. In accordance with FIN 45, United has determined that substantially all of its letters of credit are renewed on an annual basis and that the fair value of these letters of credit is immaterial.

11. DERIVATIVE FINANCIAL INSTRUMENTS

United uses derivative instruments to help aid against adverse prices or interest rate movements on the value of certain assets or liabilities and on future cash flows. These derivatives may consist of interest rate swaps, caps, floors, collars, futures, forward contracts, written and purchased options. United also executes derivative instruments with its commercial banking customers to facilitate its risk management strategies.

Under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, United has both fair value hedges and cash flow hedges as of September 30, 2005. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under SFAS No.133. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

The method of accounting for a perfect hedge as prescribed by SFAS No. 133 is applied because the critical terms of the hedged financial instruments (FHLB advances and fixed commercial loans) and the interest rate payments to be received on the swaps coincide and thus are effective in offsetting changes in the fair value of the hedged financial instruments over their remaining term. For a fair value hedge, the fair value of the

interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to the hedged financial instrument. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a fair value hedge are offset in current period earnings. For a cash flow hedge, the fair value of the interest rate swap is recognized on the balance sheet as either a freestanding asset or liability with a corresponding adjustment to other comprehensive income within stockholders’ equity, net of tax. Subsequent adjustments due to changes in the fair value of a derivative that qualifies as a cash flow hedge are offset to other comprehensive income, net of tax.

The following tables set forth certain information regarding the interest rate derivatives portfolio used for interest-rate risk management purposes and designated as accounting hedges under SFAS 133 at September 30, 2005:

Derivative Classifications and Hedging Relationships
September, 30, 2005

		Notional				Derivative
		Amount				Asset				Liability
Derivatives Designated as Fair Value Hedges:
Hedging Commercial Loans		$	4,500				—			$	15
Hedging FHLB Borrowings			100,000				—				6,674
Total Derivatives Designated as Fair Value Hedges:		$	104,500				—			$	6,689
Derivatives Designated as Cash Flow Hedges:
Hedging FHLB Borrowings		$	50,000			$	1,502				—
Total Derivatives Designated as Cash Flow Hedges:		$	50,000			$	1,502				—
Total Derivatives Used in Interest Rate Risk Management and Designated in SFAS 133 Relationships:		$	154,500			$	1,502			$	6,689

Derivative Instruments
September 30, 2005

						Average
		Notional				Receive				Average				Estimated
		Amount				Rate				Pay Rate				Fair Value
Fair Value Hedges:
Receive Fixed Swap (FHLB Borrowing)		$	100,000				6.43	%						$	(6,674	)
Pay Fixed Swap (Commercial Loans)			4,500								6.70	%			(15	)
Total Derivatives Used in Fair Value Hedges		$	104,500											$	(6,689	)
Cash Flow Hedges:
Pay Fixed Swap (FHLB Borrowing)		$	50,000								4.29	%		$	1,502
Total Derivatives Used in Cash Flow Hedges		$	50,000											$	1,502
Total Derivatives Used for Interest Rate Risk Management and Designated in SFAS 133 Relationships		$	154,500											$	(5,187	)

12. EMPLOYEE BENEFIT PLANS

United has a defined benefit retirement plan covering substantially all employees. Pension benefits are based on years of service and the average of the employee’s highest five consecutive plan years of basic compensation paid during the ten plan years preceding the date of determination. United’s funding policy is to contribute annually the maximum amount that can be deducted for federal income tax purposes. Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future. The associated benefits accumulated by these employees in their previous plan were assumed by United’s benefit plan.

Net periodic pension cost included the following components:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(In thousands)		2005				2004				2005				2004
Service cost		$	476			$	587			$	1,408			$	1,749
Interest cost			765				713				2,269				2,124
Expected return on plan assets			(1,126	)			(944	)			(3,342	)			(2,810	)
Amortization of transition asset			(44	)			(44	)			(131	)			(131	)
Recognized net actuarial loss			172				231				510				687
Amortization of prior service cost			1				1				1				1
Net periodic pension cost		$	244			$	544			$	715			$	1,620
Weighted-Average Assumptions:
Discount rate			6.25	%			6.25	%			6.25	%			6.25	%
Expected return on assets			9.00	%			9.00	%			9.00	%			9.00	%
Rate of compensation increase			3.25	%			3.25	%			3.25	%			3.25	%

13. COMPREHENSIVE INCOME

The components of total comprehensive income for the three and nine months ended September 30, 2005 and 2004 are as follows:

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2005				2004				2005				2004
Net Income		$	25,449			$	24,544			$	74,723			$	72,262
Other Comprehensive Income (Loss), Net of Tax:
Unrealized gain (loss) on available for sale securities arising during the period			(3,173	)			13,487				(7,503	)			977
Less: Reclassification adjustment for gains included in net income			60				(179	)			(578	)			(712	)
Unrealized gain on cash flow hedge			976				—				976				—
Accretion on the unrealized loss for securities transferred from the available for sale to the held to maturity investment portfolio			123				124				370				384
Total Comprehensive Income		$	23,435			$	37,976			$	67,988			$	72,911