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Table of Contents

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 September 30, 2020

or

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

Commission File Number: 001-16715

____________________________________________________

First Citizens BancShares, Inc.

(Exact name of Registrant as specified in its charter)

____________________________________________________

Delaware									56-1528994
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)
4300 Six Forks Road			Raleigh			North Carolina			27609
(Address of principle executive offices)									(Zip code)
						(919)			716-7000
(Registrant’s telephone number, including area code)

____________________________________________________

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading Symbol			Name of each exchange on which registered
Class A Common Stock, Par Value $1			FCNCA			Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A			FCNCP			Nasdaq Global Select Market

Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934.

Class B Common Stock, Par Value $1

(Title of class)

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 twelve 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 ninety 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 such shorter period that the Registrant was required to submit and post such files)    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “larger 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  ☒

Class A Common Stock—8,811,220 shares

Class B Common Stock—1,005,185 shares

(Number of shares outstanding, by class, as of October 30, 2020)

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Table of Contents

INDEX

 

						Page No.
PART I.			FINANCIAL INFORMATION
Item 1.			Financial Statements
			Consolidated Balance Sheets (Unaudited)			3
			Consolidated Statements of Income (Unaudited)			4
			Consolidated Statements of Comprehensive Income (Unaudited)			5
			Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)			6
			Consolidated Statements of Cash Flows (Unaudited)			7
			Notes to Consolidated Financial Statements (Unaudited)			9
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			41
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			66
Item 4.			Controls and Procedures			66
PART II.			OTHER INFORMATION
Item 1.			Legal Proceedings			67
Item 1A.			Risk Factors			67
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			70
Item 6.			Exhibits			70

2

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Table of Contents

PART I 

Item 1.Financial Statements

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, unaudited)			September 30, 2020						December 31, 2019
Assets
Cash and due from banks			$	352,419					$	376,719
Overnight investments			3,137,945						1,107,844
Investment in marketable equity securities (cost of $100,408 at September 30, 2020 and $59,262 at December 31, 2019)			93,074						82,333
Investment securities available for sale (cost of $8,884,548 at September 30, 2020 and $7,052,152 at December 31, 2019)			9,019,788						7,059,674
Investment securities held to maturity (fair value of $761,252 at September 30, 2020 and $30,996 at December 31, 2019)			747,732						30,996
Loans held for sale			120,305						67,869
Loans and leases			32,845,144						28,881,496
Allowance for credit losses			(223,936)						(225,141)
Net loans and leases			32,621,208						28,656,355
Premises and equipment			1,255,250						1,244,396
Other real estate owned			52,789						46,591
Income earned not collected			151,737						123,154
Goodwill			350,298						349,398
Other intangible assets			54,170						68,276
Other assets			710,158						610,891
Total assets			$	48,666,873					$	39,824,496
Liabilities
Deposits:
Noninterest-bearing			$	18,234,561					$	12,926,796
Interest-bearing			24,016,045						21,504,440
Total deposits			42,250,606						34,431,236
Securities sold under customer repurchase agreements			693,889						442,956
Federal Home Loan Bank borrowings			655,179						572,185
Subordinated debt			504,381						163,412
Other borrowings			92,456						148,318
FDIC shared-loss payable			15,313						112,395
Other liabilities			380,635						367,810
Total liabilities			44,592,459						36,238,312
Shareholders’ equity
Common stock:
Class A - $1 par value (16,000,000 shares authorized; 8,811,220 and 9,624,310 shares issued and outstanding at September 30, 2020 and December 31, 2019 respectively)			8,811						9,624
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at September 30, 2020 and December 31, 2019)			1,005						1,005
Preferred stock - $0.01 par value (10,000,000 shares authorized; 345,000 and no shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively)			339,937						—
Surplus			—						44,081
Retained earnings			3,738,417						3,658,197
Accumulated other comprehensive loss			(13,756)						(126,723)
Total shareholders’ equity			4,074,414						3,586,184
Total liabilities and shareholders’ equity			$	48,666,873					$	39,824,496

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Income

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands, except per share data, unaudited)			2020						2019						2020						2019
Interest income
Loans and leases			$	336,382					$	315,012					$	988,029					$	909,167
Investment securities interest and dividend income			37,195						40,155						113,293						119,976
Overnight investments			757						7,151						5,828						20,820
Total interest income			374,334						362,318						1,107,150						1,049,963
Interest expense
Deposits			13,468						21,737						55,578						53,821
Securities sold under customer repurchase agreements			395						542						1,236						1,516
Federal Home Loan Bank borrowings			2,156						1,316						7,612						4,187
Subordinated debt			4,351						1,774						11,783						5,398
Other borrowings			305						524						1,488						796
Total interest expense			20,675						25,893						77,697						65,718
Net interest income			353,659						336,425						1,029,453						984,245
Provision for credit losses			4,042						6,766						52,949						23,714
Net interest income after provision for credit losses			349,617						329,659						976,504						960,531
Noninterest income
Service charges on deposit accounts			20,841						27,112						64,776						77,967
Wealth management services			26,369						25,212						75,152						74,786
Cardholder services, net			19,756						15,957						55,503						51,069
Other service charges and fees			7,892						8,237						22,829						23,823
Merchant services, net			6,763						6,034						18,014						18,324
Mortgage income			13,106						7,438						28,141						16,134
Insurance commissions			3,576						2,960						10,453						9,105
ATM income			1,537						1,635						4,354						4,771
Marketable equity securities (losses) gains, net			(2,701)						(967)						10,461						13,505
Realized gains on investment securities available for sale, net			21,425						1,136						54,972						6,855
Other			2,008						6,176						5,330						15,129
Total noninterest income			120,572						100,930						349,985						311,468
Noninterest expense
Salaries and wages			147,297						137,841						439,185						406,788
Employee benefits			31,788						28,358						100,663						91,090
Occupancy expense			27,990						28,163						85,026						82,810
Equipment expense			29,430						28,770						86,054						83,999
Processing fees paid to third parties			11,927						7,250						32,485						20,980
FDIC insurance expense			2,167						2,440						9,364						7,857
Collection and foreclosure-related expenses			2,168						3,044						10,171						9,725
Merger-related expenses			3,507						3,892						12,108						9,695
Other			35,388						30,667						108,256						98,535
Total noninterest expense			291,662						270,425						883,312						811,479
Income before income taxes			178,527						160,164						443,177						460,520
Income taxes			35,843						35,385						89,538						105,023
Net income			$	142,684					$	124,779					$	353,639					$	355,497
Less: Preferred stock dividends			4,636						—						9,426						—
Net income available to common shareholders			$	138,048					$	124,779					$	344,213					$	355,497
Weighted average common shares outstanding			9,836,629						11,060,462						10,137,321						11,286,984
Net income per common share			$	14.03					$	11.27					$	33.96					$	31.50

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands, unaudited)			2020						2019						2020						2019
Net income			$	142,684					$	124,779					$	353,639					$	355,497
Other comprehensive income
Unrealized gains (losses) on securities available for sale:
Unrealized gains on securities available for sale arising during the period			9,781						3,932						182,690						62,974
Tax effect			(2,251)						(906)						(42,019)						(14,485)
Reclassification adjustment for realized gains on securities available for sale included in income before income taxes			(21,425)						(1,136)						(54,972)						(6,855)
Tax effect			4,928						262						12,644						1,577
Unrealized (losses) gains on securities available for sale arising during the period, net of tax			(8,967)						2,152						98,343						43,211
Unrealized losses on securities available for sale transferred from/to held to maturity:
Reclassification adjustment for accretion of unrealized losses on securities available for sale transferred to held to maturity			—						6,095						—						18,004
Tax effect			—						(1,402)						—						(4,141)
Total change in unrealized losses on securities available for sale transferred to held to maturity, net of tax			—						4,693						—						13,863
Change in pension obligation:
Amortization of actuarial losses and prior service cost			6,332						2,745						18,994						8,235
Tax effect			(1,457)						(631)						(4,370)						(1,894)
Total change in pension obligation, net of tax			4,875						2,114						14,624						6,341
Other comprehensive income (loss)			(4,092)						8,959						112,967						63,415
Total comprehensive income			$	138,592					$	133,738					$	466,606					$	418,912

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

			Three months ended September 30
(Dollars in thousands, unaudited)			Class A Common Stock						Class B Common Stock						Preferred Stock						Surplus						Retained Earnings						Accumulated Other Comprehensive Loss						Total Shareholders’ Equity
Balance at June 30, 2019			$	10,175					$	1,005					$	—					$	303,880					$	3,440,284					$	(180,731)					$	3,574,613
Net income			—						—						—						—						124,779						—						124,779
Other comprehensive income, net of tax			—						—						—						—						—						8,959						8,959
Repurchase of 295,900 shares of Class A common stock			(296)						—						—						(135,090)						—						—						(135,386)
Cash dividends declared ($0.40 per common share)
Class A common stock			—						—						—						—						(4,081)						—						(4,081)
Class B common stock			—						—						—						—						(402)						—						(402)
Balance at September 30, 2019			$	9,879					$	1,005					$	—					$	168,790					$	3,560,580					$	(171,772)					$	3,568,482
Balance at June 30, 2020			$	8,929					$	1,005					$	339,937					$	—					$	3,651,237					$	(9,664)					$	3,991,444
Net income			—						—						—						—						142,684						—						142,684
Other comprehensive loss, net of tax			—						—						—						—						—						(4,092)						(4,092)
Repurchase of 117,700 shares of Class A common stock			(118)						—						—						—						(46,942)						—						(47,060)
Cash dividends declared ($0.40 per common share)
Class A common stock			—						—						—						—						(3,524)						—						(3,524)
Class B common stock			—						—						—						—						(402)						—						(402)
Preferred stock dividends declared			—						—						—						—						(4,636)						—						(4,636)
Balance at September 30, 2020			$	8,811					$	1,005					$	339,937					$	—					$	3,738,417					$	(13,756)					$	4,074,414
			Nine months ended September 30
(Dollars in thousands, unaudited)			Class A Common Stock						Class B Common Stock						Preferred Stock						Surplus						Retained Earnings						Accumulated Other Comprehensive Loss						Total Shareholders’ Equity
Balance at December 31, 2018			$	10,623					$	1,005					$	—					$	493,962					$	3,218,551					$	(235,187)					$	3,488,954
Net income			—						—						—						—						355,497						—						355,497
Other comprehensive income, net of tax			—						—						—						—						—						63,415						63,415
Repurchase of 744,400 shares of Class A common stock			(744)						—						—						(325,172)						—						—						(325,916)
Cash dividends declared ($1.20 per common share)
Class A common stock			—						—						—						—						(12,262)						—						(12,262)
Class B common stock			—						—						—						—						(1,206)						—						(1,206)
Balance at September 30, 2019			$	9,879					$	1,005					$	—					$	168,790					$	3,560,580					$	(171,772)					$	3,568,482
Balance at December 31, 2019			$	9,624					$	1,005					$	—					$	44,081					$	3,658,197					$	(126,723)					$	3,586,184
Cumulative effect of adoption of ASC 326			—						—						—						—						36,943						—						36,943
Net income			—						—						—						—						353,639						—						353,639
Other comprehensive income, net of tax			—						—						—						—						—						112,967						112,967
Issuance of preferred stock			—						—						339,937						—						—						—						339,937
Repurchase of 813,090 shares of Class A common stock			(813)						—						—						(44,081)						(288,861)						—						(333,755)
Cash dividends declared ($1.20 per common share)
Class A common stock			—						—						—						—						(10,869)						—						(10,869)
Class B common stock			—						—						—						—						(1,206)						—						(1,206)
Preferred stock dividends declared			—						—						—						—						(9,426)						—						(9,426)
Balance at September 30, 2020			$	8,811					$	1,005					$	339,937					$	—					$	3,738,417					$	(13,756)					$	4,074,414

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

			Nine months ended September 30
(Dollars in thousands, unaudited)			2020						2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income			$	353,639					$	355,497
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses on loans and leases			52,949						23,714
Deferred tax expense			16,227						43,939
Net increase in current tax receivable			(38,878)						(33,433)
Depreciation and amortization			81,169						77,024
Net (decrease) increase in accrued interest payable			(7,620)						14,147
Net increase in income earned not collected			(28,025)						(3,567)
Contribution to pension plans			(100,000)						(3,500)
Realized gains on investment securities available for sale, net			(54,972)						(6,855)
Marketable equity securities gains, net			(10,461)						(13,505)
Origination of loans held for sale			(775,900)						(518,894)
Proceeds from sale of loans held for sale			743,508						490,261
Gain on sale of loans held for sale			(25,728)						(10,607)
Net write-downs/losses on other real estate owned			2,360						1,924
Net amortization (accretion) of premiums and discounts			4,599						(24,769)
Amortization of intangible assets			18,589						17,934
Net change in mortgage servicing rights			(1,332)						(3,770)
Net change in other assets			(6,394)						2,536
Net change in other liabilities			(7,472)						(8,916)
Net cash provided by operating activities			216,258						399,160
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans outstanding			(3,876,578)						(629,705)
Purchases of investment securities available for sale			(7,608,380)						(3,706,949)
Purchases of investment securities held to maturity			(856,047)						(223,353)
Purchases of marketable equity securities			(333,126)						(23,238)
Proceeds from maturities, calls, and principal repayments of investment securities held to maturity			134,736						305,479
Proceeds from maturities, calls, and principal repayments of investment securities available for sale			1,909,462						1,690,277
Proceeds from sales of investment securities available for sale			3,889,386						1,746,099
Proceeds from sales of marketable equity securities			332,762						12,739
Net increase in overnight investments			(1,994,972)						(150,006)
Proceeds from sales of portfolio loans			—						24,247
Cash paid to FDIC for settlement of shared-loss agreement			(99,468)						—
Proceeds from sales of other real estate owned			19,683						18,892
Proceeds from sales of premises and equipment			46						128
Purchases of premises and equipment			(98,490)						(89,219)
Business acquisitions, net of cash acquired			(59,999)						(73,792)
Net cash used in investing activities			(8,640,985)						(1,098,401)
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in time deposits			(759,491)						376,596
Net increase in demand and other interest-bearing deposits			8,556,808						701,426
Net decrease in short-term borrowings			(44,344)						(138,741)
Repayment of long-term obligations			(82,747)						(43,545)
Origination of long-term obligations			400,000						100,000
Net proceeds from subordinated notes issuance			345,849						—
Net proceeds from preferred stock issuance			339,937						—
Repurchase of common stock			(333,755)						(321,263)
Cash dividends paid			(21,830)						(13,739)
Net cash provided by financing activities			8,400,427						660,734
Change in cash and due from banks			(24,300)						(38,507)
Cash and due from banks at beginning of period			376,719						327,440
Cash and due from banks at end of period			$	352,419					$	288,933
			Nine months ended September 30
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:			2020						2019
Transfers of loans to other real estate			$	10,295					$	13,242
Dividends declared but not paid			3,926						4,397
Net reclassification of portfolio loans (to) from loans held for sale			(3,464)						22,758
Transfers of premises and equipment to other real estate			8,133						2,184
Unsettled common stock repurchases			—						4,653

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

NOTE A - ACCOUNTING POLICIES AND BASIS OF PRESENTATION

First Citizens BancShares, Inc. (“BancShares”) is a financial holding company organized under the laws of Delaware and conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company (“FCB”), which is headquartered in Raleigh, North Carolina.

General

These consolidated financial statements and notes thereto are presented in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the consolidated financial position and consolidated results of operations have been made. The unaudited interim consolidated financial statements included in this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in BancShares’ Annual Report on Form 10-K for the year ended December 31, 2019.

Reclassifications

In certain instances, amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported cash flows, shareholders’ equity or net income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the amounts reported. Actual results could differ from those estimates. The estimates BancShares considers significant are the allowance for credit losses, fair value measurements, and income taxes.

Issuance of Preferred Stock and Subordinated Debt

On March 4, 2020, BancShares completed its public offering of $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due 2030 and redeemable at the option of BancShares starting in 2025. On March 12, 2020, BancShares issued and sold an aggregate of 13,800,000 depositary shares, each representing a 1/40th interest in a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A Preferred Stock) for a total of $345 million. The capital raise provides liquidity for general corporate purposes, which may include, but is not limited to, providing capital to support our growth organically or through strategic acquisitions, financing investments and capital expenditures, for funding investments in First Citizens Bank as regulatory capital, and redeeming or repurchasing our common stock.

Share Repurchases

During the third quarter of 2020, BancShares repurchased 117,700 shares of Class A common stock for $47.1 million at an average cost per share of $399.82. During the third quarter of 2019, BancShares purchased a total of 295,900 shares of Class A common stock for $135.4 million at an average cost per share of $457.50. During the nine months ended September 30, 2020, BancShares repurchased 813,090 shares of Class A common stock for $333.8 million at an average cost per share of $410.48. During the nine months ended September 30, 2019, BancShares repurchased a total of 744,400 shares of Class A common stock for $325.9 million at an average cost per share of $437.84. All Class A common stock repurchases were consummated under previously approved authorizations.

The share repurchases during 2020 and 2019 included 45,000 shares and 50,000 shares, respectively, of Class A common stock repurchased from Ella Ann Holding, as trustee of her revocable trust. Pursuant to the existing share repurchase authorization and BancShares’ related person transaction policy, the Board of Director’s (the “Board”) independent Audit Committee reviewed and approved the repurchase of up to 250,000 shares held by Mrs. Holding on or before April 30, 2020.

Upon expiration of the most recent share repurchase authorization on July 31, 2020, share repurchase activity has ended and will be reevaluated in subsequent periods.

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Small Business Administration Paycheck Protection Program

The Small Business Administration Paycheck Protection Program (“SBA-PPP”) is one of the centerpieces of the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”), which was passed on March 27, 2020 in response to the outbreak of coronavirus (“COVID-19”) and was supplemented with subsequent legislation. Overseen by the United States (“U.S.”) Treasury Department, the SBA-PPP offers cash-flow assistance to nonprofit and small business employers through guaranteed loans for expenses incurred between February 15, 2020, and August 8, 2020. Borrowers are eligible for forgiveness of principal and accrued interest on SBA-PPP loans to the extent that the proceeds were used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of between eight and 24-weeks after the loan is made as long as the borrower retains its employees and their compensation levels. The CARES Act authorized the SBA to temporarily guarantee these loans. The SBA began processing forgiveness payments during the fourth quarter of 2020.

Due to the unique nature of these provisions, SBA-PPP loans have been disclosed as a separate loan class. Origination fees received from the SBA are capitalized into the carrying amount of the loans. The deferred fee income, net of origination costs, is recognized over the life of the loan as an adjustment to yield using the effective interest method. As of September 30, 2020, loans outstanding of $3.11 billion have generated $28.9 million and $47.9 million of interest income during the three and nine month periods ended September 30, 2020, respectively. Remaining unamortized deferred fees and costs on SBA-PPP loans are $76.0 million as of September 30, 2020.

Recently Adopted Accounting Pronouncements

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement

This ASU modifies the disclosure requirements on fair value measurements by eliminating the requirements to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy (2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. This ASU also added specific disclosure requirements for fair value measurements for public business entities including the requirement to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.

BancShares adopted this ASU during the first quarter of 2020 and have made all applicable updates to the disclosure within the Notes to the Unaudited Consolidated Financial Statements.

FASB ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

This ASU eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative test.

BancShares adopted this ASU during the first quarter 2020 with no impact to our consolidated financial position or consolidated results of operations as a result of the adoption. There was no impairment recorded as a result of our annual assessment during the third quarter of 2020.

FASB ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

This ASU (and all subsequent ASUs on this topic) introduce the current expected credit loss (“CECL”) model, a new credit loss methodology, replacing multiple existing impairment methods in current GAAP, which generally require that a loss be incurred before it is recognized. The amendments in this ASU require loss estimates be determined over the lifetime of the asset and broaden the information that an entity must consider in developing its expected credit losses. The ASU does not specify a method for measuring expected credit losses and allows an entity to apply methods that reasonably reflect its expectations of the credit loss estimate based on the entity's size, complexity and risk profile. In addition, the disclosures of credit quality indicators in relation to the amortized cost of financing receivables, a current disclosure requirement, are further disaggregated by year of origination.

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BancShares adopted this ASU (and all subsequent ASUs on this topic) as of January 1, 2020 using the modified retrospective approach for all loans, leases, debt securities designated as held to maturity, and unfunded loan commitments. BancShares adopted the ASU using the prospective approach for debt securities available for sale and purchased credit deteriorated (“PCD”) loans previously accounted for under Accounting Standard Codification (“ASC”) ASC 310-30. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. BancShares made changes to loan classifications and segmentation in order to align with ASC 326 requirements and facilitate CECL modeling. Using this updated segmentation, BancShares developed new loan level models to estimate the allowance for credit losses (“ACL”) and facilitate revised disclosures.

The information presented below represents changes from Note A, Accounting Policies and Basis of Presentation, included in BancShares’ Annual Report on Form 10-K for the year ended December 31, 2019, as well as information on the impact of adoption.

Accounting Policy - Debt Securities

BancShares classifies debt securities as held to maturity (“HTM”) or available for sale (“AFS”). Debt securities are classified as HTM when BancShares has the intent and ability to hold the securities to maturity and are reported at amortized cost. Other debt securities are classified as AFS and reported at estimated fair value, with unrealized gains and losses, net of income taxes, reported in Accumulated Other Comprehensive Income (“AOCI”). Amortization of premiums and accretion of discounts for debt securities are included in interest income. Realized gains and losses from the sale of debt securities are determined by specific identification on a trade date basis and are included in noninterest income.

BancShares performs pre-purchase due diligence and evaluates the credit risk of AFS and HTM debt securities purchased directly into our portfolio or via acquisition. If securities have evidence of more than insignificant credit deterioration since issuance, they are designated as purchased credit deteriorated (“PCD”). PCD securities are recorded at fair value at the date of acquisition which includes an associated allowance that is added to the purchase price or fair value to arrive at the Day 1 amortized cost basis. The difference between the purchase price and the Day 1 amortized cost is amortized or accreted to interest income over the contractual life of the securities using the effective interest method.

For AFS securities, management performs a quarterly analysis of the investment portfolio to evaluate securities currently in an unrealized loss position for potential credit-related impairment. If BancShares intends to sell a security, or does not have the intent and ability to hold a security before recovering the amortized cost, the entirety of the unrealized loss is immediately recorded in earnings. For the remaining securities, an analysis is performed to determine if any portion of the unrealized loss recorded relates to credit impairment. If credit related impairment exists, the amount is recorded through the ACL and related provision. This review includes indicators such as changes in credit rating, delinquency, bankruptcy or other significant news event impacting the issuer.

BancShares’ portfolio of HTM debt securities is made up of mortgage-backed securities issued by government agencies and government sponsored entities. Given the historically strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, we determined zero expected credit losses on the HTM portfolio.

Accounting Policy - Loans and Leases

BancShares’ accounting methods for loans and leases depends on whether they are originated or purchased, and if purchased, whether or not the loans reflect more than insignificant credit deterioration since origination as of the date of acquisition.

Non-Purchased Credit Deteriorated Loans

Non-Purchased Credit Deteriorated (“Non-PCD”) loans consist of loans originated by BancShares and loans purchased from other institutions that do not reflect more than insignificant credit deterioration at acquisition.

Originated loans for which management has the intent and ability to hold for the foreseeable future are classified as held for investment and carried at the principal amount outstanding net of any unearned income, charge-offs and unamortized fees and costs. Nonrefundable fees collected and certain direct costs incurred related to loan originations are deferred and recorded as an adjustment to loans outstanding. The net amount of the nonrefundable fees and costs is amortized to interest income over the contractual lives using methods that approximate a constant yield.

Purchased loans which do not reflect more than insignificant credit deterioration at acquisition are classified as non-PCD loans. These loans are recorded at fair value at the date of acquisition and an initial allowance is recorded on these assets as provision expense at the date of acquisition. The difference between the fair value and the unpaid principal balance at the acquisition date is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.

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Purchased Credit Deteriorated Loans

Purchased loans which reflect a more than insignificant credit deterioration since origination as of the date of acquisition are classified as PCD and are recorded at acquisition-date amortized cost, which is the purchase price or fair value in a business combination, plus our initial estimate of expected credit losses. The difference between the unpaid principal balance and the acquisition date amortized cost is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.

The performance of all loans within the BancShares portfolio is subject to a number of external risks, including but not limited to changes in the overall health of the economy, declines in real estate or other collateral values, changes in the demand for products and services and personal events, such as death, disability or change in marital status. BancShares evaluates and reports its non-PCD and PCD loan portfolios separately, and each non-PCD portfolio is further divided into commercial and consumer segments based on the type of borrower, purpose, collateral and/or our underlying credit management processes. Additionally, non-PCD commercial and consumer loans are assigned to loan classes, which further disaggregate the loan portfolio. PCD loans are reported as a single loan segment and class.

Upon adoption of ASC 326, owner occupied and non-owner occupied commercial real estate were segregated into separate classes within the commercial segment. Similarly, consumer auto was segregated into its own class within the consumer segment. These enhancements were made to capture the unique credit characteristics used in our CECL models. Information for reporting periods beginning after January 1, 2020 are presented in accordance with ASC 326 and reflect changes to the respective classes, while prior period amounts continue to be reported in accordance with previously applicable GAAP and have not been reclassified to conform to the current financial statement presentation.

The following represent our classes of loans as of January 1, 2020 upon adoption of ASC 326 (with the exception of SBA-PPP, which was added during second quarter 2020):

Commercial loans and leases

Construction and land development - Construction and land development consists of loans to finance land for development of commercial or residential real property and construction of multifamily apartments or other commercial properties. These loans are highly dependent on the supply and demand for commercial real estate as well as the demand for newly constructed residential homes and lots acquired for development. Deterioration in demand could result in decreased collateral values, which could make repayments of outstanding loans difficult for customers.

Owner occupied commercial mortgage - Owner occupied commercial mortgages consists of loans to purchase or re-finance owner occupied nonresidential properties. This includes office buildings, other commercial facilities, and farmland. Commercial mortgages secured by owner occupied properties are primarily dependent on the ability of borrowers to achieve business results consistent with those projected at loan origination. While these loans and leases are collateralized by real property in an effort to mitigate risk, it is possible the liquidation of collateral will not fully satisfy the obligation.

Non-owner occupied commercial mortgage - Non-owner occupied commercial mortgage consists of loans to purchase or refinance investment nonresidential properties. This includes office buildings and other facilities rented or leased to unrelated parties, as well as farmland and multifamily properties. The primary risk associated with income producing commercial mortgage loans is the ability of the income-producing property that collateralizes the loan to produce adequate cash flow to service the debt. While these loans and leases are collateralized by real property in an effort to mitigate risk, it is possible the liquidation of collateral will not fully satisfy the obligation.

Commercial and industrial and leases - Commercial and industrial loans consist of loans or lines of credit to finance accounts receivable, inventory or other general business needs, business credit cards, and lease financing agreements for equipment, vehicles, or other assets. The primary risk associated with commercial and industrial and lease financing loans is the ability of borrowers to achieve business results consistent with those projected at origination. Failure to achieve these projections presents risk the borrower will be unable to service the debt consistent with the contractual terms of the loan or lease.

SBA-PPP - These loans were originated as part of the SBA-PPP to finance payroll and other costs for nonprofit and small businesses impacted by the COVID-19 pandemic. These loans are guaranteed by the SBA and borrowers have the ability to qualify for loan forgiveness through the U.S. Treasury.

Consumer loans

Residential mortgage - Residential mortgage consists of loans to purchase or refinance the borrower’s primary dwelling, secondary residence or vacation home and are often secured by 1-4 family residential property. Significant and rapid declines in real estate values can result in borrowers having debt levels in excess of the current market value of the collateral.

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Revolving mortgage - Revolving mortgage consists of home equity lines of credit and other lines of credit secured by first or second liens on the borrower’s primary residence. These loans are secured by both senior and junior liens on the residential real estate and are particularly susceptible to declining collateral values. This risk is elevated for loans secured by junior lines as a substantial decline in value could render the junior lien position effectively unsecured.

Construction and land development - Construction and land development consists of loans to construct a borrower’s primary or secondary residence or vacant land upon which the owner intends to construct a dwelling at a future date. These loans are typically secured by undeveloped or partially developed land in anticipation of completing construction of a 1-4 family residential property. There is risk these construction and development projects can experience delays and cost overruns exceeding the borrower’s financial ability to complete the project. Such cost overruns can result in foreclosure of partially completed and unmarketable collateral.

Consumer auto loans - Consumer auto loans consist of installment loans to finance purchases of vehicles. These loans include direct auto loans originated in bank branches, as well indirect auto loans originated through agreements with auto dealerships. The value of the underlying collateral within this class is at risk of potential rapid depreciation which could result in unpaid balances in excess of the collateral.

Other consumer - Other consumer loans consist of loans to finance unsecured home improvements, student loans and revolving lines of credit that can be secured or unsecured, including personal credit cards. The value of the underlying collateral within this class is at risk of potential rapid depreciation which could result in unpaid balances in excess of the collateral.

Accounting Policy - Nonperforming Assets and Troubled Debt Restructurings

Nonperforming Assets

Nonperforming assets (“NPAs”) include nonaccrual loans, past due securities and foreclosed property. Foreclosed property consists of real estate and other assets acquired as a result of loan defaults and is discussed below.

All loans are classified as past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent. Loans are generally placed on nonaccrual when principal or interest becomes 90 days past due or when it is probable the principal or interest is not fully collectible. When loans are placed on nonaccrual, all previously uncollected accrued interest is reversed from interest income and the ongoing accrual of interest is discontinued. All payments received thereafter are applied as a reduction of the remaining principal balance as long as doubt exists as to the ultimate collection of the principal. Loans and leases are generally removed from nonaccrual status when they become current for a sustained period of time and there is no longer concern as to the collectability of principal and interest.

Securities are also classified as past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent. Missed interest payments on securities are rare. We review all securities with delinquent interest and immediately charge off any accrued interest determined to be uncollectible.

Troubled Debt Restructurings

A loan is considered a troubled debt restructuring (“TDR”) when both of the following occur: (1) a modification to a borrower’s debt agreement is made and (2) a concession is granted for economic or legal reasons related to a borrower’s financial difficulties that otherwise would not be granted. TDR concessions could include short-term deferrals of interest, modifications of payment terms, or (in certain limited instances) forgiveness of principal or interest. Loans restructured as a TDR are treated and reported as such for the remaining life of the loan. TDR loans can be nonaccrual or accrual, depending on the individual facts and circumstances of the borrower. In circumstances where a portion of the loan balance is charged-off, the remaining balance is typically classified as nonaccrual.

Accounting Policy - Allowance for Credit Losses

Loans

Loans within the various reporting classes are segregated into pools with similar risk characteristics and models are built to estimate the ACL. These loan level ACL models estimate the probability of default and loss given default for individual loans within the risk pool based on historical loss experience, borrower characteristics, collateral type, forecasts of relevant economic conditions, expected future recoveries and other factors. Pools for estimating the ACL are aggregated into loan classes, as described above, which roll up into commercial and consumer loan segments. Non-PCD and PCD loans are modeled together within the loan level models using acquired and PCD indicator variables to provide differentiation of individual loan risk. BancShares uses a two year reasonable and supportable forecast period which incorporates economic forecasts at the time of evaluation. For most pools, BancShares uses a 12-month straight-line reversion period to historical averages for model inputs; however for the consumer other, consumer card and commercial card pools, immediate reversion to historical net loss rates is utilized.

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The ACL for SBA-PPP loans originated during 2020 are separately evaluated given the explicit government guarantee. This analysis, which incorporated historical experience with similar SBA guarantees and underwriting, concluded the likelihood of loss was remote and therefore these loans were assigned a zero expected credit loss in the ACL.

The ACL represents management’s best estimate of credit losses expected over the life of the loan, adjusted for expected contractual payments and the impact of prepayment expectations. Prepayment assumptions were developed through a review of BancShares’ historical prepayment activity and began with a review of prepayment assumptions utilized in other modeling activities. Estimates for loan losses are determined by analyzing quantitative and qualitative components present as of the evaluation date. Adjustments to the ACL are recorded with a corresponding entry to provision for credit losses. Loan balances considered uncollectible are charged-off against the ACL. Recoveries of amounts previously charged-off are credited to the ACL.

A primary component of determining the ACL on loans is the actual net loss history of the various loan pools. For commercial pools, key factors utilized in the models include delinquency trends as well as macroeconomic variables such as unemployment and commercial real estate price index. For consumer pools, key factors include delinquency trends and the borrower’s original credit score, as well as other macroeconomic variables such as unemployment, gross domestic product, home price index, and commercial real estate index. As the models project losses over the life of the loans, prepayment assumptions also serve as significant inputs. Model outputs may be adjusted through a qualitative assessment to reflect economic conditions and trends not captured within the models including credit quality, concentrations, and significant policy and underwriting changes.

Within our ACL model, TDRs meet the definition of default and are given a 100% probability of default rating. TDRs are not individually evaluated unless determined to be collateral-dependent. Therefore, loss given default is calculated based on the individual risk characteristics of the loan as defined in the model.

When loans do not share risk characteristics similar to others in the pool, the ACL is evaluated on an individual basis. Given that BancShares' CECL models are loan level models, the population of loans evaluated individually is minimal and consists primarily of loans greater than $500 thousand and determined to be collateral-dependent. BancShares elected the practical expedient allowed under ASC 326 to assess the collectability of these loans, where repayment is expected to be provided substantially through operation or sale of collateral, based on the fair value of the underlying collateral. The fair value of the collateral is estimated using appraised and market values (appropriately adjusted for an assessment of the sales and marketing costs when applicable). A specific allowance is established, or partial charge-off is recorded, for the difference between the excess amortized cost of loan and the collateral’s estimated fair value.

Accrued Interest Receivable

BancShares has elected not to measure an ACL for accrued interest receivable and has excluded it from the amortized cost basis of loans and held to maturity debt securities as our accounting policies and credit monitoring provide that uncollectible accrued interest is reversed or written off against interest income in a timely manner.

Unfunded Commitments

A reserve for unfunded commitments is established for off-balance sheet exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot be canceled at any time). These unfunded commitments are assessed to determine both the probability of funding as well the expectation of future losses. The expected funding balance is used in the probability of default and loss given default models to determine the reserve. The reserve for unfunded commitments was $14.0 million at September 30, 2020, and is recorded within other liabilities with changes recorded through other expense.

Adoption Impact

Upon adoption, BancShares recorded a net decrease of $37.9 million in the ACL which included a reduction of $56.9 million in the ACL on non-PCD loans, offset by an increase of $19.0 million in the ACL on PCD loans. The $56.9 million reduction in the ACL on non-PCD loans, as well as an $8.9 million increase in the reserve for unfunded commitments, net of deferred taxes, resulted in an increase in retained earnings of $36.9 million. The $19.0 million increase in the ACL on PCD loans was a reclassification of the PCD credit discount and resulted in a gross up of loan balances by this same amount and did not have any effect on retained earnings. Impact to total capital and capital ratios was not significant and we did not elect the capital phase-in option allowable for regulatory reporting purposes. There was no ACL recorded on debt securities held to maturity at adoption.

The largest changes in the ACL, affecting beginning retained earnings as a result of the adoption, were decreases in the ACL on commercial loan segments as these portfolios have exhibited strong historical credit performance and have relatively short average lives. The reduction in ACL on these segments was partially offset by increases in ACL on our consumer loan segments primarily due to their longer average lives. The increase in the reserve for unfunded commitments was primarily due to increases in the scope of off-balance sheet exposures considered in this estimate due to the provisions in ASC 326.

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BancShares adopted this ASU using the prospective transition approach for PCD loans previously accounted for under ASC 310-30. In accordance with the standard, we did not assess whether purchased credit impaired (“PCI”) loans met the criteria of PCD as of the date of adoption and all loans previously classified as PCI were updated to the PCD classification. Pools utilized for PCI accounting under ASC 310-30 were dissolved upon adoption. Loans from performing PCI pools, not previously considered nonaccrual of $47.0 million, were reclassified into nonaccrual status as a result of adoption. PCD loans were assessed using the loan level probability of default and loss given default models, as well as utilizing prior specific loan reviews to inform the initial PCD loan ACL. The ACL for PCD loans increased as a result of adoption and the amortized cost basis of these loans was adjusted to reflect the transfer of this amount from credit discount to ACL. The remaining noncredit discount will be accreted into interest income at the effective interest rate as of January 1, 2020. At the date of adoption, no securities were determined to be PCD.

BancShares also adopted this ASU under the prospective transition approach for debt securities available for sale. No previously recorded other than temporary impairment was reported on the portfolio of debt securities.

Recently Issued Accounting Pronouncements

FASB ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans

This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by eliminating the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and adding a requirement to disclose an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.

The amendments in this ASU are effective for public entities for fiscal years ending after December 15, 2020. Early adoption is permitted for all entities. BancShares will adopt all applicable amendments and update the disclosures as appropriate during the fourth quarter of 2020.

NOTE B - BUSINESS COMBINATIONS

Recently Announced Business Combinations

CIT Group Inc.

On October 15, 2020, BancShares and CIT Group Inc., a Delaware corporation (“CIT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among BancShares, FCB, FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (“Merger Sub”), and CIT, the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CIT, with CIT as the surviving entity (the “First-Step Merger”), and as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the “Mergers”). The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank (together with the Mergers, the “Transaction”).

The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. Subject to the fulfillment of customary closing conditions, the parties anticipate that the Transaction will close in the first half of 2021.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of CIT common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“CIT Common Stock”), except for certain shares of CIT Common Stock owned by CIT or BancShares, will be converted into the right to receive .06200 shares of BancShares Class A common stock, par value $1.00 per share. Holders of CIT Common Stock will receive cash in lieu of fractional shares.

In addition, at the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of CIT and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of CIT issued and outstanding will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of BancShares and one share of a newly created series of preferred stock, Series C, of BancShares, respectively.

The Merger Agreement requires that, effective as of the Effective Time, the Boards of Directors of the combined company and the combined bank will consist of 14 directors, (i) 11 of whom will be members of the current Board of Directors of BancShares, and (ii) three of whom will be selected from among the current Board of Directors of CIT and will include as one of those three Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT.

Completed Business Combinations

BancShares evaluated the financial statement significance for all business combinations completed during 2020 and concluded the completed business combinations noted below are not material to its consolidated financial statements, individually or in aggregate, and therefore, pro forma financial data is not included.

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Each transaction is accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed are recorded at their estimated fair values as of the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding closing date fair value becomes available.

As part of the accounting for each acquisition, we perform an analysis of the acquired bank’s loan portfolio and based on such credit factors as past due status, nonaccrual status, life-to-date charge-offs and other quantitative and qualitative considerations segregate the acquired loans into PCD loans and non-PCD loans. PCD loans are accounted for under ASC 326-20, and non-PCD loans which do not meet this criteria are accounted for under ASC 310-20. Additionally, we perform an analysis of the acquired bank’s portfolio of debt securities to determine if any debt securities should be designated PCD.

Community Financial Holding Company, Inc.

On February 1, 2020, FCB completed the merger of Duluth, Georgia-based Community Financial Holding Company, Inc. (“Community Financial”) and its bank subsidiary, Gwinnett Community Bank. Under the terms of the agreement, total cash consideration of $2.3 million was paid to the shareholders of Community Financial. The merger allows FCB to expand its presence and enhance banking efforts in Georgia.

The fair value of the assets acquired was $221.4 million, including $110.6 million in non-PCD loans, $23.4 million in PCD loans, net of an ACL of $1.2 million, and $536 thousand in a core deposit intangible. No debt securities purchased in the transaction were designated PCD. Liabilities assumed were $219.8 million, of which $209.3 million were deposits. As a result of the transaction, FCB recorded $686 thousand of goodwill. The amount of goodwill represents the excess purchase price over the estimated fair value of the net assets acquired. The premium paid reflects the increased market share and related synergies expected to result from the acquisition. None of the goodwill was deductible for income tax purposes as the merger was accounted for as a qualified stock purchase.

The following table provides the purchase price as of the acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values:

(Dollars in thousands)			As recorded by FCB
Purchase price									$	2,320
Assets
Cash and due from banks			$	1,085
Overnight investments			35,129
Investment securities			30,146
Loans			133,989
Premises and equipment			7,624
Other real estate owned			9,813
Income earned not collected			558
Intangible assets			536
Other assets			2,520
Total assets acquired			221,400
Liabilities
Deposits			209,340
Borrowings			9,925
Other liabilities			501
Total liabilities assumed			$	219,766
Fair value of net assets acquired									1,634
Goodwill recorded for Community Financial									$	686

Merger-related expenses of $342 thousand and $2.1 million were recorded for the three and nine months ended September 30, 2020, respectively. Loan-related interest income generated from Community Financial was approximately $4.1 million since the acquisition date. The ongoing contribution of this transaction to BancShares’ financial statements is not considered material, and therefore pro forma financial data is not included.

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Entegra Financial Corp.

On December 31, 2019, FCB completed the merger of Franklin, North Carolina-based Entegra Financial Corp. (“Entegra”) and its bank subsidiary, Entegra Bank. In order to obtain regulatory approval, FCB entered into an agreement for Select Bank & Trust Company (“Select Bank”) to purchase three North Carolina branches, located in Highlands, Sylva and Franklin. On April 17, 2020, FCB completed the divestiture of the branches including loans and leases, premises and equipment and total deposits with fair values of $110.1 million, $2.1 million and $184.8 million, respectively. The Select Bank purchase price for the divested branches included an 8% premium for deposits acquired that was applied against goodwill generated as part of the merger with Entegra Bank.

NOTE C - INVESTMENTS

Information for reporting periods beginning after January 1, 2020 are presented in accordance with ASC 326 and reflect changes required by the adoption of this standard which includes evaluating held to maturity and available for sale debt securities to determine the need to record a related allowance for credit losses. Prior period information continues to be reported in accordance with previously applicable GAAP. See Note A - Accounting Policies and Basis for Presentation for more detail on our policies and adoption.

The amortized cost and fair value of investment securities at September 30, 2020 and December 31, 2019, were as follows:

			September 30, 2020
(Dollars in thousands)			Cost						Gross unrealized gains						Gross unrealized losses						Allowance for credit losses						Fair value
Investment securities available for sale
U.S. Treasury			$	654,588					$	174					$	—					$	—					$	654,762
Government agency			659,260						642						4,961						—						654,941
Residential mortgage-backed securities			5,968,192						101,788						312						—						6,069,668
Commercial mortgage-backed securities			1,058,640						32,004						434						—						1,090,210
Corporate bonds			543,868						9,132						2,793						—						550,207
Total investment securities available for sale			$	8,884,548					$	143,740					$	8,500					$	—					$	9,019,788
Investment in marketable equity securities			100,408						3,353						10,687												93,074
Investment securities held to maturity
Residential mortgage-backed securities			614,489						12,905						—						—						627,394
Commercial mortgage-backed securities			130,987						650						35												131,602
Other			2,256						—						—						—						2,256
Total investment securities held to maturity			747,732						13,555						35						—						761,252
Total investment securities			$	9,732,688					$	160,648					$	19,222					$	—					$	9,874,114
									December 31, 2019
(Dollars in thousands)									Cost						Gross unrealized gains						Gross unrealized losses						Fair value
Investment securities available for sale
U.S. Treasury									$	409,397					$	602					$	—					$	409,999
Government agency									684,085						928						2,241						682,772
Residential mortgage-backed securities									5,269,060						13,417						15,387						5,267,090
Commercial mortgage-backed securities									373,105						6,974						59						380,020
Corporate bonds									198,278						3,420						132						201,566
State, county and municipal									118,227						—						—						118,227
Total investment securities available for sale									$	7,052,152					$	25,341					$	17,819					$	7,059,674
Investment in marketable equity securities									59,262						23,304						233						82,333
Investment securities held to maturity
Other									30,996						—						—						30,996
Total investment securities held to maturity									30,996						—						—						30,996
Total investment securities									$	7,142,410					$	48,645					$	18,052					$	7,173,003

Investments in residential and commercial mortgage-backed securities represent securities issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. Investments in government agency securities represent securities issued by the United States Small Business Administration. Investments in corporate bonds and marketable equity securities represent positions in securities of other financial institutions. Other held to maturity investments include certificates of deposit with other financial institutions.

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BancShares also holds approximately 354,000 shares of Visa Class B common stock. BancShares’ Visa Class B shares are not considered to have a readily determinable fair value and are recorded at $0. BancShares held FHLB stock of $45.4 million and $43.0 million and other non-marketable equity securities of $13.5 million and $12.5 million at September 30, 2020 and December 31, 2019, respectively. These securities are recorded at cost within other assets.

As of September 30, 2020 and January 1, 2020, no ACL was required for available for sale and held to maturity debt securities. At September 30, 2020, accrued interest receivables for available for sale and held to maturity debt securities were $23.6 million and $1.7 million, respectively, and were excluded from the estimate of credit losses. During the three and nine months ended September 30, 2020, no accrued interest was deemed uncollectible and written off against interest income.

The following table provides the amortized cost and fair value by contractual maturity for investment securities available for sale and held to maturity. Expected maturities will differ from contractual maturities on certain securities because issuers and borrowers of underlying collateral may have the right to call or prepay obligations with or without prepayment penalties.

			September 30, 2020												December 31, 2019
(Dollars in thousands)			Cost						Fair value						Cost						Fair value
Investment securities available for sale
Non-amortizing securities maturing in:
One year or less			$	655,609					$	655,779					$	406,325					$	406,927
One through five years			71,262						72,446						24,496						24,971
Five through 10 years			456,620						461,847						185,209						187,868
Over 10 years			14,965						14,897						109,872						110,026
Government agency			659,260						654,941						684,085						682,772
Residential mortgage-backed securities			5,968,192						6,069,668						5,269,060						5,267,090
Commercial mortgage-backed securities			1,058,640						1,090,210						373,105						380,020
Total investment securities available for sale			$	8,884,548					$	9,019,788					$	7,052,152					$	7,059,674
Investment securities held to maturity
Non-amortizing securities maturing in:
One year or less			1,507						1,507						30,746						30,746
One through five years			749						749						250						250
Residential mortgage-backed securities			614,489						627,394						—						—
Commercial mortgage-backed securities			130,987						131,602						—						—
Total investment securities held to maturity			$	747,732					$	761,252					$	30,996					$	30,996

The following table provides the gross realized gains and losses on the sales of investment securities available for sale for the three and nine months ended September 30, 2020 and 2019:

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Gross realized gains on sales of investment securities available for sale			$	21,425					$	1,326					$	55,651					$	7,045
Gross realized losses on sales of investment securities available for sale			—						190						679						190
Net realized gains on sales of investment securities available for sale			$	21,425					$	1,136					$	54,972					$	6,855

The following table provides the realized and unrealized gains and losses on marketable equity securities for the three and nine months ended September 30, 2020 and 2019:

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Marketable equity securities (losses) gains, net			$	(2,701)					$	(967)					$	10,461					$	13,505
Less net gains recognized on marketable equity securities sold			2,568						714						39,884						3,029
Unrealized gains (losses) recognized on marketable equity securities held			$	(5,269)					$	(1,681)					$	(29,423)					$	10,476

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The following table provides information regarding securities with unrealized losses as of September 30, 2020 and December 31, 2019:

			September 30, 2020
			Less than 12 months												12 months or more												Total
(Dollars in thousands)			Fair value						Unrealized losses						Fair value						Unrealized losses						Fair value						Unrealized losses
Investment securities available for sale
Government agency			$	187,167					$	2,570					$	338,169					$	2,391					$	525,336					$	4,961
Residential mortgage-backed securities			161,578						259						23,717						53						185,295						312
Commercial mortgage-backed securities			56,703						434						—						—						56,703						434
Corporate bonds			81,825						2,738						4,744						55						86,569						2,793
Total			$	487,273					$	6,001					$	366,630					$	2,499					$	853,903					$	8,500
			December 31, 2019
			Less than 12 months												12 months or more												Total
(Dollars in thousands)			Fair value						Unrealized losses						Fair value						Unrealized losses						Fair value						Unrealized losses
Investment securities available for sale
Government agency			$	347,081					$	1,827					$	63,947					$	414					$	411,028					$	2,241
Residential mortgage-backed securities			2,387,293						14,016						264,257						1,371						2,651,550						15,387
Commercial mortgage-backed securities			35,926						59						—						—						35,926						59
Corporate bonds			7,714						123						4,749						9						12,463						132
Total			$	2,778,014					$	16,025					$	332,953					$	1,794					$	3,110,967					$	17,819

As of September 30, 2020, there were 38 investment securities available for sale with continuous losses for more than 12 months, of which 37 were government sponsored enterprise-issued mortgage-backed securities or government agency securities and one was a corporate bond.

None of the unrealized losses identified as of September 30, 2020, or December 31, 2019, relate to the marketability of the securities or the issuers’ ability to honor redemption obligations. Rather, the unrealized losses relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. BancShares considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors in this determination. As a result, none of the securities were deemed to require an allowance for credit losses. BancShares has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.

Investment securities having an aggregate carrying value of $4.48 billion at September 30, 2020, and $3.93 billion at December 31, 2019, were pledged as collateral to secure public funds on deposit and certain short-term borrowings, and for other purposes as required by law.

BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities. Given the consistently strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no further credit monitoring is performed on these portfolios. Should there be downgrades to the credit rating of the U.S. Treasury or losses reported on securities issued by government agencies and government sponsored entities, BancShares will reevaluate its determination of zero expected credit losses on held to maturity debt securities.

There were no debt securities held to maturity on nonaccrual status as of September 30, 2020.

A security is considered past due once it is 30 days contractually past due under the terms of the agreement. There were no securities past due as of September 30, 2020.

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NOTE D - LOANS AND LEASES

BancShares’ accounting methods for loans and leases depends on whether they are originated or purchased, and if purchased, whether or not the loans reflect more than insignificant credit deterioration since origination, which is determined as of the acquisition date. Non-PCD loans consist of loans originated by BancShares and loans purchased from other institutions, that do not reflect more than insignificant credit deterioration at acquisition and are reported by loan segments and classes as defined in Note A - Accounting Polices and Basis of Presentation. Purchased loans which reflect more than insignificant credit deterioration are classified as PCD and reported as a single loan segment or class. At the date of acquisition, all acquired loans are recorded at fair value.

Loans and leases outstanding included the following at September 30, 2020 and December 31, 2019:

(Dollars in thousands)			September 30, 2020
Commercial:
Construction and land development			$	1,054,186
Owner occupied commercial mortgage			10,683,822
Non-owner occupied commercial mortgage			2,965,904
Commercial and industrial and leases			4,797,344
SBA-PPP			3,112,676
Total commercial loans			22,613,932
Consumer:
Residential mortgage			5,463,646
Revolving mortgage			2,145,506
Construction and land development			347,850
Consumer auto			1,234,196
Consumer other			544,136
Total consumer loans			9,735,334
Total non-PCD loans and leases			32,349,266
PCD loans			495,878
Total loans and leases			$	32,845,144

(Dollars in thousands)									December 31, 2019
Commercial:
Construction and land development									$	1,013,454
Commercial mortgage									12,282,635
Other commercial real estate									542,028
Commercial and industrial and leases									4,403,792
Other									310,093
Total commercial loans									18,552,002
Noncommercial:
Residential mortgage									5,293,917
Revolving mortgage									2,339,072
Construction and land development									357,385
Consumer									1,780,404
Total noncommercial loans									9,770,778
Total non-PCI loans and leases									28,322,780
PCI loans									558,716
Total loans and leases									$	28,881,496

Accrued interest receivable on loans at September 30, 2020 was $111.8 million and was excluded from the estimate of credit losses. Management reviewed this policy election during the second quarter of 2020 due to increased accrued interest receivable balances as a result of loan deferrals in response to COVID-19. We have concluded that the policy election remains appropriate as of September 30, 2020.

At September 30, 2020, $11.81 billion in non-PCD loans with a lendable collateral value of $8.19 billion were used to secure $652.7 million in Federal Home Loan Bank (“FHLB”) of Atlanta advances, resulting in additional borrowing capacity of $7.54 billion. At December 31, 2019, $9.41 billion in non-PCD loans with a lendable collateral value of $6.57 billion were used to secure $563.7 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $6.01 billion. At September 30, 2020, $3.97 billion in non-PCD loans with a lendable collateral value of $3.21 billion were used to secure additional borrowing capacity at the Federal Reserve Bank (“FRB”). At December 31, 2019, $3.68 billion in non-PCD loans with a lendable collateral value of $2.98 billion were used to secure additional borrowing capacity at the FRB.

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Certain residential real estate loans are originated to be sold to investors and are recorded in loans held for sale at fair value. In addition, we may change our strategy for certain portfolio loans and decide to sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at fair value. Loans held for sale totaled $120.3 million and $67.9 million at September 30, 2020 and December 31, 2019, respectively.

Net deferred fees on non-PCD loans and leases, including unearned and unamortized costs and fees, were $83.5 million and $927 thousand at September 30, 2020 and December 31, 2019, respectively. Of the amount outstanding as of September 30, 2020, $76.0 million relates to net deferred fees and costs on SBA-PPP loans. The net unamortized discount related to purchased non-PCD loans and leases was $23.0 million at September 30, 2020 and $30.9 million at December 31, 2019. The net unamortized discount related to PCD loans and leases was $49.2 million at September 30, 2020 and $88.2 million at December 31, 2019.

The aging of the outstanding loans and leases, by class, at September 30, 2020 and December 31, 2019 is provided in the tables below. Loans and leases past due 30 days or less are considered current as various grace periods allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.

			September 30, 2020
(Dollars in thousands)			30-59 days past due						60-89 days past due						90 days or greater						Total past due						Current						Total loans and leases
Commercial:
Construction and land development			$	7,860					$	—					$	1,502					$	9,362					$	1,044,824					$	1,054,186
Owner occupied commercial mortgage			23,354						5,212						6,695						35,261						10,648,561						10,683,822
Non-owner occupied commercial mortgage			9,854						7,381						6,671						23,906						2,941,998						2,965,904
Commercial and industrial and leases			8,401						3,920						3,862						16,183						4,781,161						4,797,344
SBA-PPP			—						—						—						—						3,112,676						3,112,676
Total commercial loans			49,469						16,513						18,730						84,712						22,529,220						22,613,932
Consumer:
Residential mortgage			37,921						5,811						36,441						80,173						5,383,473						5,463,646
Revolving mortgage			8,477						1,582						7,508						17,567						2,127,939						2,145,506
Construction and land development			923						—						312						1,235						346,615						347,850
Consumer auto			4,245						1,059						910						6,214						1,227,982						1,234,196
Consumer other			4,490						1,324						1,467						7,281						536,855						544,136
Total consumer loans			56,056						9,776						46,638						112,470						9,622,864						9,735,334
PCD loans			16,298						3,201						32,438						51,937						443,941						495,878
Total loans and leases			$	121,823					$	29,490					$	97,806					$	249,119					$	32,596,025					$	32,845,144
			December 31, 2019
(Dollars in thousands)			30-59 days past due						60-89 days past due						90 days or greater						Total past due						Current						Total loans and leases
Commercial:
Construction and land development			$	3,146					$	195					$	2,702					$	6,043					$	1,007,411					$	1,013,454
Commercial mortgage			20,389						8,774						8,319						37,482						12,245,153						12,282,635
Other commercial real estate			861						331						698						1,890						540,138						542,028
Commercial and industrial and leases			18,269						4,842						5,032						28,143						4,375,649						4,403,792
Other			51						411						126						588						309,505						310,093
Total commercial loans			42,716						14,553						16,877						74,146						18,477,856						18,552,002
Noncommercial:
Residential mortgage			45,839						18,289						24,409						88,537						5,205,380						5,293,917
Revolving mortgage			9,729						3,468						9,865						23,062						2,316,010						2,339,072
Construction and land development			977						218						1,797						2,992						354,393						357,385
Consumer			10,481						3,746						3,571						17,798						1,762,606						1,780,404
Total noncommercial loans			67,026						25,721						39,642						132,389						9,638,389						9,770,778
PCI loans			26,478						10,784						28,973						66,235						492,481						558,716
Total loans and leases			$	136,220					$	51,058					$	85,492					$	272,770					$	28,608,726					$	28,881,496

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The amortized cost, by class, of loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at September 30, 2020 and December 31, 2019, were as follows:

			January 1, 2020(1)						September 30, 2020
(Dollars in thousands)			Nonaccrual loans and leases						Nonaccrual loans and leases						Loans and leases > 90 days and accruing
Commercial:
Construction and land development			$	4,281					$	1,564					$	—
Owner occupied commercial mortgage			24,476						19,567						1,288
Non-owner occupied commercial mortgage			5,965						8,258						—
Commercial and industrial and leases			7,685						10,710						840
Total commercial loans			42,407						40,099						2,128
Consumer:
Residential mortgage			44,357						63,646						65
Revolving mortgage			22,411						22,945						—
Construction and land development			2,828						689						215
Consumer auto			2,145						2,634						—
Consumer other			798						914						1,179
Total consumer loans			72,539						90,828						1,459
PCD loans			53,771						55,527						—
Total loans and leases			$	168,717					$	186,454					$	3,587
(1)Upon the adoption of ASC 326, BancShares eliminated the pooling of PCI loans and as a result $47.0 million in additional PCD loans were recognized as nonaccrual loans at January 1, 2020. As of September 30, 2020, $27.5 million of these loans remained outstanding.

									December 31, 2019
(Dollars in thousands)															Nonaccrual loans and leases						Loans and leases > 90 days and accruing
Commercial:
Construction and land development															$	4,281					$	—
Commercial mortgage															29,733						—
Commercial and industrial and leases															7,365						1,094
Other commercial real estate															708						—
Other															320						—
Total commercial loans															42,407						1,094
Noncommercial:
Construction and land development															2,828						—
Residential mortgage															44,357						45
Revolving mortgage															22,411						—
Consumer															2,943						2,152
Total noncommercial loans															72,539						2,197
PCI loans															6,743						24,257
Total loans and leases															$	121,689					$	27,548

Credit Quality

Loans and leases are monitored for credit quality on a recurring basis. Commercial and consumer loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segments being evaluated. The credit quality indicators for commercial loans and leases are borrower risk classifications developed through a review of individual borrowers on an ongoing basis. Commercial loans are evaluated at least annually, with more frequent evaluations done on criticized loans. Commercial loans are also updated if there is evidence of potential credit deterioration, such as delinquency. Commercial credit cards are included in the Commercial and industrial and leases segment, but are evaluated based primarily upon delinquency status. The risk classifications as of the date presented are based on the most recent assessment performed and are defined below:

Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.

Special mention – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

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Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.

Loss – Assets classified as loss are considered uncollectible and of such little value that it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to any potential for recovery or salvage value, but rather that it is not appropriate to defer a full charge-off even though partial recovery may be affected in the future.

Ungraded – Ungraded loans represent loans that are not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at September 30, 2020 relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit. The remaining balance is comprised of a small amount of commercial mortgage, lease financing and other commercial real estate loans.

The credit quality indicators for consumer and PCD loans are based on delinquency status of the borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases.

The following tables represent current credit quality indicators by origination year as of September 30, 2020.

			Commercial Loans Amortized Cost Basis by Origination Year
Classification:			2020						2019						2018						2017						2016						Prior						Revolving						Revolving converted to term loans						Total
(Dollars in thousands)
Construction and land development
Pass			$	247,187					$	396,322					$	208,736					$	132,518					$	35,780					$	13,144					$	11,909					$	—					$	1,045,596
Special Mention			176						—						312						5,436						—						—						—						—						5,924
Substandard			292						832						1,452						—						8						82						—						—						2,666
Total			247,655						397,154						210,500						137,954						35,788						13,226						11,909						—						1,054,186
Owner occupied commercial mortgage
Pass			2,098,636						2,218,063						1,731,557						1,423,847						1,146,027						1,714,102						101,547						135						10,433,914
Special Mention			5,578						24,032						37,273						12,246						17,433						27,905						3,313						—						127,780
Substandard			17,625						14,618						9,465						24,561						11,693						38,206						5,888						72						122,128
Total			2,121,839						2,256,713						1,778,295						1,460,654						1,175,153						1,780,213						110,748						207						10,683,822
Non-owner occupied commercial mortgage
Pass			660,088						624,860						407,230						372,287						304,782						469,429						35,321						—						2,873,997
Special Mention			355						701						11,740						1,500						5,213						3,340						777						—						23,626
Substandard			2,387						19,121						12,839						6,918						10,160						14,873						1,983						—						68,281
Total			662,830						644,682						431,809						380,705						320,155						487,642						38,081						—						2,965,904
Commercial and industrial and leases
Pass			1,175,036						1,090,278						562,547						361,442						267,706						352,946						809,256						5,433						4,624,644
Special Mention			3,713						17,409						8,908						5,631						3,641						4,607						13,673						216						57,798
Substandard			12,370						3,598						4,387						5,016						2,707						4,685						25,096						803						58,662
Doubtful			—						—						—						—						11						—						2						—						13
Ungraded			—						—						—						—						—						—						56,227						—						56,227
Total			1,191,119						1,111,285						575,842						372,089						274,065						362,238						904,254						6,452						4,797,344
SBA-PPP
Pass			3,112,676						—						—						—						—						—						—						—						3,112,676
Total			3,112,676						—						—						—						—						—						—						—						3,112,676
Total commercial			$	7,336,119					$	4,409,834					$	2,996,446					$	2,351,402					$	1,805,161					$	2,643,319					$	1,064,992					$	6,659					$	22,613,932

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			Consumer and PCD Loans Amortized Cost Basis by Origination Year
Days Past Due:			2020						2019						2018						2017						2016						Prior						Revolving						Revolving converted to term loans						Total
(Dollars in thousands)
Residential mortgage
Current			$	1,349,415					$	1,044,542					$	754,024					$	677,727					$	524,014					$	1,006,894					$	26,857					$	—					$	5,383,473
30-59 days			1,450						3,274						10,486						6,124						4,627						11,875						85						—						37,921
60-89 days			19						854						187						316						2,241						2,194						—						—						5,811
90 days or greater			173						1,573						2,704						3,948						6,187						18,884						2,972						—						36,441
Total			1,351,057						1,050,243						767,401						688,115						537,069						1,039,847						29,914						—						5,463,646
Revolving mortgage
Current			—						—						—						—						—						—						1,969,703						158,236						2,127,939
30-59 days			—						—						—						—						—						—						4,993						3,484						8,477
60-89 days			—						—						—						—						—						—						419						1,163						1,582
90 days or greater			—						—						—						—						—						—						2,449						5,059						7,508
Total			—						—						—						—						—						—						1,977,564						167,942						2,145,506
Construction and land development
Current			144,559						140,794						29,400						13,049						6,818						3,721						8,274						—						346,615
30-59 days			250						26						466						96						17						68						—						—						923
60-89 days			—						—						—						—						—						—						—						—						—
90 days or greater			—						—						—						—						—						97						215						—						312
Total			144,809						140,820						29,866						13,145						6,835						3,886						8,489						—						347,850
Consumer auto
Current			398,216						380,919						250,602						122,352						61,076						14,817						—						—						1,227,982
30-59 days			492						1,400						823						889						425						216						—						—						4,245
60-89 days			120						382						224						160						164						9						—						—						1,059
90 days or greater			39						306						268						191						54						52						—						—						910
Total			398,867						383,007						251,917						123,592						61,719						15,094						—						—						1,234,196
Consumer other
Current			39,667						33,269						14,505						7,832						9,269						30,406						401,907						—						536,855
30-59 days			145						92						109						12						61						21						4,050						—						4,490
60-89 days			46						42						31						15						—						—						1,190						—						1,324
90 days or greater			7						80						8						1						—						—						1,371						—						1,467
Total			39,865						33,483						14,653						7,860						9,330						30,427						408,518						—						544,136
Total consumer			$	1,934,598					$	1,607,553					$	1,063,837					$	832,712					$	614,953					$	1,089,254					$	2,424,485					$	167,942					$	9,735,334
PCD loans
Current			$	24,169					$	24,565					$	29,739					$	34,617					$	32,149					$	262,095					$	14,236					$	22,371					$	443,941
30-59 days			3,531						710						940						438						691						9,575						215						198						16,298
60-89 days			—						337						54						155						52						2,054						218						331						3,201
90 days or greater			117						2,889						4,594						1,233						773						21,131						54						1,647						32,438
Total PCD			$	27,817					$	28,501					$	35,327					$	36,443					$	33,665					$	294,855					$	14,723					$	24,547					$	495,878
Total loans and leases			$	9,298,534					$	6,045,888					$	4,095,610					$	3,220,557					$	2,453,779					$	4,027,428					$	3,504,200					$	199,148					$	32,845,144

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Loans and leases outstanding at December 31, 2019 by credit quality indicator are provided below:

			December 31, 2019
			Commercial loans and leases
(Dollars in thousands)			Construction and land development						Commercial mortgage						Other commercial real estate						Commercial and industrial and leases						Other						PCI						Total commercial loans and leases
Grade:
Pass			$	1,004,922					$	12,050,799					$	536,682					$	4,256,456					$	308,796					$	148,412					$	18,157,655
Special mention			2,577						115,164						3,899						44,604						622						44,290						166,866
Substandard			5,955						116,672						1,447						34,148						675						87,970						158,897
Doubtful			—						—						—						3						—						3,657						3
Ungraded			—						—						—						68,581						—						—						68,581
Total			$	1,013,454					$	12,282,635					$	542,028					$	4,403,792					$	310,093					$	284,329					$	18,552,002

			December 31, 2019
			Noncommercial loans and leases
(Dollars in thousands)			Residential mortgage						Revolving mortgage						Construction and land development						Consumer						PCI						Total noncommercial loans and leases
Days past due:
Current			$	5,205,380					$	2,316,010					$	354,393					$	1,762,606					$	240,995					$	9,638,389
30-59 days past due			45,839						9,729						977						10,481						13,764						67,026
60-89 days past due			18,289						3,468						218						3,746						5,608						25,721
90 days or greater past due			24,409						9,865						1,797						3,571						14,020						39,642
Total			$	5,293,917					$	2,339,072					$	357,385					$	1,780,404					$	274,387					$	9,770,778

Purchased loans and leases

The following table summarizes PCD loans acquired in the Community Financial transaction and provides the contractually required payments, less the initial allowance for credit losses and discount to produce the fair value of acquired loans with evidence of more than insignificant credit quality deterioration since origination at the acquisition date:

(Dollars in thousands)			Community Financial
Contractually required payments			$	25,635
Initial PCD allowance			1,193
Discount			1,055
Fair value at acquisition date			$	23,387

The recorded fair values of purchased non-PCD loans acquired in the Community Financial transaction as of the acquisition date are as follows:

(Dollars in thousands)			Community Financial
Commercial:
Construction and land development			$	9,428
Owner occupied commercial mortgage			31,473
Non-owner occupied commercial mortgage			25,143
Commercial and industrial and leases			15,065
Total commercial loans			81,109
Consumer:
Residential mortgage			21,168
Revolving mortgage			2,084
Construction and land development			5,254
Consumer auto			294
Consumer other			693
Total consumer loans			29,493
Total non-PCD loans			$	110,602

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NOTE E - ALLOWANCE FOR CREDIT LOSSES (“ACL”)

As noted in Note A - Accounting Polices and Basis of Presentation, BancShares determined SBA-PPP loans have zero expected credit losses and as such these are excluded from ACL disclosures included in the following tables.

Upon adoption of ASC 326, BancShares recorded a net decrease of $37.9 million in the ACL which included a decrease of $56.9 million in the ACL on non-PCD loans, offset by an increase of $19.0 million in the ACL on PCD loans. The largest changes as a result of adoption were decreases in the ACL on commercial loan segments as these portfolios have exhibited strong historical credit performance and have relatively short average lives. The reduction in ACL on these segments was partially offset by increases in ACL on our consumer loan segments primarily due to their longer average lives. The increase in the ACL on PCD loans was primarily the result of reallocating credit discount from loan balances into ACL.

The ACL is calculated using a variety of factors, including, but not limited to, charge-off and recovery activity, loan growth, changes in macroeconomic factors, collateral type, estimated loan life and changes in credit quality. For the period ended September 30, 2020 the primary reason for the ACL change since the adoption of ASC 326, was a $36.1 million reserve build due to the potential economic impact of COVID-19 and its estimated impact on credit losses. Forecasted economic conditions are developed using third party macroeconomic scenarios adjusted based on management’s expectations over a forecast period of two years. Assumptions revert to long term historic averages over a one year period. Significant macroeconomic factors used in estimating the expected losses include unemployment, gross domestic product, home price index and commercial real estate index. Our model results consider baseline, adverse and upside scenarios. To calculate the ACL, we utilized the baseline scenario, which includes improvements to the most significant assumptions and the impact from government stimulus. This result was calibrated using management’s expectation of borrower performance based upon COVID-19 residual risk by industry and geography. These loss estimates were also influenced by BancShares strong credit quality, low net charge-offs and recent credit trends, which remained stable through the quarter ended September 30, 2020.

Activity in the ACL by class of loans is summarized as follows:

			Three months ended September 30, 2020
(Dollars in thousands)			Construction and land development - commercial						Owner occupied commercial mortgage						Non-owner occupied commercial mortgage						Commercial and industrial and leases						Residential mortgage						Revolving mortgage						Construction and land development - consumer						Consumer auto						Consumer other						PCD						Total
Allowance for credit losses:
Balance at July 1			$	6,906					$	22,489					$	22,149					$	24,633					$	42,872					$	26,640					$	1,640					$	8,898					$	39,295					$	26,928					$	222,450
Provision (credits)			120						625						667						3,381						837						(958)						(54)						708						1,341						(2,625)						4,042
Charge-offs			—						(87)						—						(3,241)						(253)						(359)						—						(824)						(3,673)						(495)						(8,932)
Recoveries			264						65						10						1,999						275						336						23						401						1,684						1,319						6,376
Balance at September 30			$	7,290					$	23,092					$	22,826					$	26,772					$	43,731					$	25,659					$	1,609					$	9,183					$	38,647					$	25,127					$	223,936
			Three months ended September 30, 2019
(Dollars in thousands)			Construction and land development - commercial						Commercial mortgage						Other commercial real estate						Commercial and industrial and leases						Other						Residential mortgage						Revolving mortgage						Construction and land development - non - commercial						Consumer						PCI						Total
Balance at July 1			$	31,944					$	48,962					$	2,342					$	56,901					$	2,183					$	16,932					$	21,121					$	2,750					$	35,105					$	8,343					$	226,583
Provision (credits)			208						(1,337)						(90)						4,714						54						1,024						(153)						148						3,674						(1,476)						6,766
Charge-offs			(116)						(1)						—						(3,047)						(42)						(313)						(534)						—						(5,594)						—						(9,647)
Recoveries			52						226						—						611						20						68						201						—						1,945						—						3,123
Balance at September 30			$	32,088					$	47,850					$	2,252					$	59,179					$	2,215					$	17,711					$	20,635					$	2,898					$	35,130					$	6,867					$	226,825

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			Nine months ended September 30, 2020
(Dollars in thousands)			Construction and land development - commercial						Owner occupied commercial mortgage						Non-owner occupied commercial mortgage						Commercial and industrial and leases						Residential mortgage						Revolving mortgage						Construction and land development - consumer						Consumer auto						Consumer other						PCD						Total
Balance at December 31			$	33,213					$	36,444					$	11,102					$	61,610					$	18,232					$	19,702					$	2,709					$	4,292					$	30,301					$	7,536					$	225,141
Adoption of ASC 326			(31,061)						(19,316)						460						(37,637)						17,118						3,665						(1,291)						1,100						10,037						19,001						(37,924)
Balance at January 1			2,152						17,128						11,562						23,973						35,350						23,367						1,418						5,392						40,338						26,537						187,217
Provision (credits)			4,876						6,011						11,165						10,802						9,339						2,557						209						5,708						7,253						(4,971)						52,949
Initial allowance on PCD loans			—						—						—						—						—						—						—						—						—						1,193						1,193
Charge-offs			(138)						(407)						(8)						(12,159)						(1,513)						(1,439)						(70)						(3,023)						(13,490)						(3,010)						(35,257)
Recoveries			400						360						107						4,156						555						1,174						52						1,106						4,546						5,378						17,834
Balance at September 30			$	7,290					$	23,092					$	22,826					$	26,772					$	43,731					$	25,659					$	1,609					$	9,183					$	38,647					$	25,127					$	223,936
			Nine months ended September 30, 2019
(Dollars in thousands)			Construction and land development - commercial						Commercial mortgage						Other commercial real estate						Commercial and industrial and leases						Other						Residential mortgage						Revolving mortgage						Construction and land development - non - commercial						Consumer						PCI						Total
Balance at January 1			$	35,270					$	43,451					$	2,481					$	55,620					$	2,221					$	15,472					$	21,862					$	2,350					$	35,841					$	9,144					$	223,712
Provision (credits)			(3,217)						4,748						(230)						10,138						(618)						2,903						(272)						548						11,991						(2,277)						23,714
Charge-offs			(188)						(851)						—						(8,327)						(73)						(957)						(1,990)						—						(18,017)						—						(30,403)
Recoveries			223						502						1						1,748						685						293						1,035						—						5,315						—						9,802
Balance at September 30			$	32,088					$	47,850					$	2,252					$	59,179					$	2,215					$	17,711					$	20,635					$	2,898					$	35,130					$	6,867					$	226,825

BancShares individually reviews loans greater than $500 thousand that are determined to be collateral-dependent. These collateral-dependent loans are evaluated based on the fair value of the underlying collateral as repayment of the loan is expected to be made through the operation or sale of the collateral. Commercial and industrial loans and leases are collateralized by business assets, while the remaining loan classes are collateralized by real property.

The following table presents information on collateral-dependent loans by class and includes the amortized cost of collateral-dependent loans and leases, the net realizable value of the collateral, the extent to which collateral secures collateral-dependent loans and the associated ACL as of September 30, 2020 were as follows:

(Dollars in thousands)			Collateral-Dependant Loans						Net Realizable Value of Collateral						Collateral Coverage						Allowance for Credit Losses
Commercial loans:
Construction and land development			$	1,425					$	1,952					137.0		%				$	—
Owner occupied commercial mortgage			5,411						9,428						174.2						—
Non-owner occupied commercial mortgage			7,121						10,874						152.7						—
Total commercial loans			13,957						22,254						159.4						—
Consumer:
Residential mortgage			22,804						31,779						139.4						162
Revolving mortgage			310						315						101.6						—
Total consumer loans			23,114						32,094						138.9						162
Total non-PCD loans			37,071						54,348						146.6						162
PCD			17,109						25,443						148.7						—
Total collateral-dependent loans			$	54,180					$	79,791					147.3		%				$	162

Collateral-dependent nonaccrual loans with no recorded allowance totaled $52.0 million as of September 30, 2020. All other nonaccrual loans have a recorded allowance.

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The following tables present the allowance and recorded investment in loans and leases by class of loans, as well as the associated impairment method at December 31, 2019:

			December 31, 2019
(Dollars in thousands)			Construction and land development - commercial						Commercial mortgage						Other commercial real estate						Commercial and industrial and leases						Other						Residential mortgage						Revolving mortgage						Construction and land development - non- commercial						Consumer						Total
Non-PCI Loans
Allowance for loan and lease losses:
ALLL for loans and leases individually evaluated for impairment			$	463					$	3,650					$	39					$	1,379					$	103					$	3,278					$	2,722					$	174					$	1,107					$	12,915
ALLL for loans and leases collectively evaluated for impairment			32,750						41,685						2,172						57,995						2,133						14,954						16,980						2,535						33,486						204,690
Total allowance for loan and lease losses			$	33,213					$	45,335					$	2,211					$	59,374					$	2,236					$	18,232					$	19,702					$	2,709					$	34,593					$	217,605
Loans and leases:
Loans and leases individually evaluated for impairment			$	4,655					$	70,149					$	1,268					$	12,182					$	639					$	60,442					$	28,869					$	3,882					$	3,513					$	185,599
Loans and leases collectively evaluated for impairment			1,008,799						12,212,486						540,760						4,391,610						309,454						5,233,475						2,310,203						353,503						1,776,891						28,137,181
Total loan and leases			$	1,013,454					$	12,282,635					$	542,028					$	4,403,792					$	310,093					$	5,293,917					$	2,339,072					$	357,385					$	1,780,404					$	28,322,780

The following table presents the PCI allowance and recorded investment in loans at December 31, 2019:

(Dollars in thousands)									December 31, 2019
ALLL for loans acquired with deteriorated credit quality									$	7,536
Loans acquired with deteriorated credit quality									558,716

At December 31, 2019, $139.4 million of PCI loans experienced an adverse change in expected cash flows since the date of acquisition.

The following tables provide information on non-PCI impaired loans and leases, exclusive of loans and leases collectively evaluated:

			December 31, 2019
(Dollars in thousands)			With a recorded allowance						With no recorded allowance						Total						Unpaid principal balance						Related allowance recorded
Non-PCI impaired loans and leases:
Commercial:
Construction and land development			$	1,851					$	2,804					$	4,655					$	5,109					$	463
Commercial mortgage			42,394						27,755						70,149						74,804						3,650
Other commercial real estate			318						950						1,268						1,360						39
Commercial and industrial and leases			7,547						4,635						12,182						13,993						1,379
Other			406						233						639						661						103
Total commercial loans			52,516						36,377						88,893						95,927						5,634
Noncommercial:
Residential mortgage			48,796						11,646						60,442						64,741						3,278
Revolving mortgage			26,104						2,765						28,869						31,960						2,722
Construction and land development			2,470						1,412						3,882						4,150						174
Consumer			3,472						41						3,513						3,821						1,107
Total noncommercial loans			80,842						15,864						96,706						104,672						7,281
Total non-PCI impaired loans and leases			$	133,358					$	52,241					$	185,599					$	200,599					$	12,915

Non-PCI impaired loans less than $500,000 that were collectively evaluated for impairment totaled $41.0 million at December 31, 2019.

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The following tables show the average non-PCI impaired loan balance and the interest income recognized by loan class for the three and nine months ended September 30, 2019:

			Three months ended September 30, 2019												Nine months ended September 30, 2019
(Dollars in thousands)			Average balance						Interest income recognized						Average balance						Interest income recognized
Non-PCI impaired loans and leases:
Commercial:
Construction and land development			$	6,130					$	6					$	3,460					$	40
Commercial mortgage			70,351						551						61,962						1,653
Other commercial real estate			1,186						6						797						20
Commercial and industrial and leases			13,085						140						11,478						353
Other			298						2						314						6
Total commercial			91,050						705						78,011						2,072
Noncommercial:
Residential mortgage			56,029						346						49,048						988
Revolving mortgage			30,067						260						29,477						763
Construction and land development			3,124						25						3,473						93
Consumer			3,443						37						3,152						97
Total noncommercial			92,663						668						85,150						1,941
Total non-PCI impaired loans and leases			$	183,713					$	1,373					$	163,161					$	4,013

Troubled Debt Restructurings

BancShares accounts for certain loan modifications or restructurings as TDRs. In general, the modification or restructuring of a loan is considered a TDR if, for economic or legal reasons related to a borrower’s financial difficulties, a concession is granted to the borrower that creditors would not otherwise consider. Concessions may relate to the contractual interest rate, maturity date, payment structure or other actions. Within our allowance for credit loss models, TDRs are not individually evaluated unless determined to be collateral-dependent and are included in the definition of default which provides for a 100% probability of default applied within the models. As a result, subsequent changes in default status do not impact the calculation of the allowance for credit losses on TDR loans.

The Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus was published by banking regulators in April 2020 to clarify expectations around loan modifications and the determination of TDRs for borrowers experiencing COVID-19-related financial difficulty. BancShares applied this regulatory guidance during its TDR identification process for short-term loan forbearance agreements as a result of COVID-19 and in most cases is not recording these as TDRs.

The following tables provides a summary of total TDRs by accrual status:

			September 30, 2020
(Dollars in thousands)			Accruing						Nonaccruing						Total
Commercial loans:
Construction and land development			$	791					$	57					$	848
Owner occupied commercial mortgage			33,202						9,076						42,278
Non-owner occupied commercial mortgage			17,728						1,180						18,908
Commercial and industrial and leases			28,942						5,650						34,592
Total commercial loans			80,663						15,963						96,626
Consumer:
Residential mortgage			33,163						17,202						50,365
Revolving mortgage			22,232						7,140						29,372
Construction and land development			2,918						272						3,190
Consumer auto			1,992						841						2,833
Consumer other			1,010						159						1,169
Total consumer loans			61,315						25,614						86,929
PCD loans			16,801						6,774						23,575
Total loans			$	158,779					$	48,351					$	207,130

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			December 31, 2019
(Dollars in thousands)			Accruing						Nonaccruing						Total
Commercial loans:
Construction and land development			$	487					$	2,279					$	2,766
Commercial mortgage			50,819						11,116						61,935
Other commercial real estate			571						—						571
Commercial and industrial and leases			9,430						2,409						11,839
Other			320						105						425
Total commercial loans			61,627						15,909						77,536
Noncommercial:
Residential mortgage			41,813						16,048						57,861
Revolving mortgage			21,032						7,367						28,399
Construction and land development			1,452						2,430						3,882
Consumer			2,826						688						3,514
Total noncommercial loans			67,123						26,533						93,656
Total loans			$	128,750					$	42,442					$	171,192

Total TDRs included $17.2 million of PCI TDRs at December 31, 2019.

The following table provides the types of modifications designated as TDRs during the nine months ended September 30, 2020 and September 30, 2019, as well as a summary of loans modified as a TDR during the twelve month periods ended September 30, 2020 and September 30, 2019 that subsequently defaulted during the nine months ended September 30, 2020 and September 30, 2019. BancShares defines payment default as movement of the TDR to nonaccrual status, which is generally 90 days past due for TDRs, foreclosure or charge-off, whichever occurs first.

			Three months ended September 30, 2020																		Three months ended September 30, 2019
			All restructurings									Restructurings with payment default									All restructurings									Restructurings with payment default
(Dollars in thousands)			Number of Loans			Recorded investment at period end						Number of Loans			Recorded investment at period end						Number of Loans			Recorded investment at period end						Number of Loans			Recorded investment at period end
Loans and leases
Interest only			6			$	5,703					3			$	3,730					2			$	1,221					—			$	—
Loan term extension			29			2,380						18			1,755						5			2,473						—			—
Below market interest rate			55			15,341						26			3,170						80			4,460						34			2,034
Discharged from bankruptcy			55			1,654						22			755						55			6,097						25			2,002
Total restructurings			145			$	25,078					69			$	9,410					142			$	14,251					59			$	4,036
			Nine months ended September 30, 2020																		Nine months ended September 30, 2019
			All restructurings									Restructurings with payment default									All restructurings									Restructurings with payment default
(Dollars in thousands)			Number of Loans			Recorded investment at period end						Number of Loans			Recorded investment at period end						Number of Loans			Recorded investment at period end						Number of Loans			Recorded investment at period end
Loans and leases
Interest only			23			$	24,847					6			$	6,967					6			$	3,209					2			$	2,064
Loan term extension			62			5,885						34			3,244						13			3,870						4			514
Below market interest rate			212			38,740						72			5,088						205			14,968						86			5,977
Discharged from bankruptcy			165			7,025						66			2,254						157			13,499						72			5,421
Total restructurings			462			$	76,497					178			$	17,553					381			$	35,546					164			$	13,976

For the nine months ended September 30, 2020 and September 30, 2019, the pre-modification and post-modification outstanding amortized cost of loans modified as TDRs were not materially different.

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NOTE F - OTHER REAL ESTATE OWNED

The following table explains changes in OREO during the nine months ended September 30, 2020 and 2019:

(Dollars in thousands)			OREO
Balance at December 31, 2019			$	46,591
Additions			18,428
Acquired in business combinations			9,813
Sales			(18,645)
Write-downs/losses			(3,398)
Balance at September 30, 2020			$	52,789
Balance at December 31, 2018			$	48,030
Additions			15,426
Acquired in business combinations			3,613
Sales			(17,595)
Write-downs/losses			(3,221)
Balance at September 30, 2019			$	46,253

At September 30, 2020 and December 31, 2019, BancShares had $8.5 million and $14.5 million, respectively, of foreclosed residential real estate property in OREO. The recorded investment in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure was $27.0 million and $23.0 million at September 30, 2020 and December 31, 2019, respectively. Net gains recorded on the sale of OREO properties were $1.0 million and $872 thousand for the nine months ended September 30, 2020 and September 30, 2019, respectively

NOTE G - SERVICING RIGHTS

Mortgage Servicing Rights

Our portfolio of residential mortgage loans serviced for third parties was $3.36 billion and $3.38 billion as of September 30, 2020 and December 31, 2019, respectively. These loans are originated and sold to third parties on a non-recourse basis with servicing rights retained. The retained servicing rights were recorded as a servicing asset and are reported in other intangible assets. The associated amortization expense and any valuation allowance recognized were included as a reduction of mortgage income. Mortgage servicing rights are initially recorded at fair value and then carried at the lower of amortized cost or fair value.

Contractually specified mortgage servicing fees, late fees and ancillary fees earned for the three months ended September 30, 2020 and 2019 were $2.1 million and $1.9 million, respectively, and are reported in mortgage income. For the nine months ended September 30, 2020 and 2019, contractually specified mortgage servicing fees, late fees, and ancillary fees earned were $6.4 million and $5.8 million, respectively.

The following table presents changes in the servicing asset during the three and nine months ended September 30, 2020 and 2019:

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Beginning balance			$	18,664					$	20,665					$	22,963					$	21,396
Servicing rights originated			1,994						1,532						5,673						3,943
Amortization			(2,208)						(1,581)						(6,150)						(4,595)
Valuation allowance (increase) decrease			(305)						(45)						(4,341)						(173)
Ending balance			$	18,145					$	20,571					$	18,145					$	20,571

The following table presents the activity in the servicing asset valuation allowance for the three and nine months ended September 30, 2020 and 2019:

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Beginning balance			$	4,258					$	128					$	222					$	—
Valuation allowance increase (decrease)			305						45						4,341						173
Ending balance			$	4,563					$	173					$	4,563					$	173

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Mortgage servicing rights valuations are performed using a pooling methodology where loans with similar risk characteristics are grouped together and evaluated using discounted cash flows to estimate the present value of future earnings. Key economic assumptions used to value mortgage servicing rights were as follows:

			September 30, 2020						December 31, 2019
Discount rate - conventional fixed loans			7.68		%				8.92		%
Discount rate - all loans excluding conventional fixed loans			8.68		%				9.92		%
Weighted average constant prepayment rate			20.80		%				13.72		%
Weighted average cost to service a loan			$	87.30					$	87.09

The fair value of mortgage servicing rights is sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows by utilizing discount rates, prepayment rates, and other inputs. The discount rate is based on the 10-year U.S. Treasury rate plus a risk premium of 700 basis points for conventional fixed loans and 800 basis points for all other loans. The prepayment rate is derived from the Public Securities Association Standard Prepayment model. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value and may result in the recognition of a valuation allowance. The average cost to service a loan is based on the number of loans serviced and the total cost to service the loans.

NOTE H - REPURCHASE AGREEMENTS

BancShares utilizes securities sold under agreements to repurchase to facilitate the needs of customers and secure wholesale funding needs. Repurchase agreements are transactions whereby BancShares offers to sell to a counterparty an undivided interest in an eligible security at an agreed upon price, and which obligates BancShares to repurchase the security at an agreed upon date, repurchase price, and interest rate. These agreements are recorded at the amount of cash received in connection with the transaction and are reflected as securities sold under customer repurchase agreements.

BancShares monitors collateral levels on a continuous basis and maintains records of each transaction specifically describing the applicable security and the counterparty’s interest in that security, and segregates the security from general assets in accordance with regulations governing custodial holdings of securities. The primary risk with repurchase agreements is market risk associated with the investments securing the transactions, as additional collateral may be required based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents. The carrying value of investment securities available for sale pledged as collateral under repurchase agreements was $748.1 million and $477.6 million at September 30, 2020 and December 31, 2019, respectively.

At September 30, 2020, BancShares held $693.9 million of securities sold under agreements to repurchase, with overnight and continuous remaining contractual maturities, made up of $444.0 million collateralized by government agency securities and $249.9 million collateralized by commercial mortgage-backed securities. At December 31, 2019, BancShares held securities sold under agreements to repurchase of $443.0 million, with overnight and continuous remaining contractual maturities collateralized by government agency securities.

NOTE I - FDIC SHARED-LOSS PAYABLE

At September 30, 2020, shared-loss protection remains for single family residential loans acquired in the amount of $36.2 million. The shared-loss agreement for two of the FDIC-assisted transactions include a provision related to a payment that may be owed to the FDIC at the termination of the agreement if actual cumulative losses on acquired covered assets are lower than the cumulative losses originally estimated by the FDIC at the time of acquisition (the “clawback liability”). BancShares issued a payment to the FDIC in the first quarter of 2020 for $99.5 million related to one of the transactions. The remaining clawback liability payment date is March 2021.

The following table provides changes in the FDIC shared-loss payable since December 31, 2019:

(Dollars in thousands)			Total
Balance at December 31, 2019			$	112,395
Accretion			2,386
Payment made to the FDIC to settle shared-loss agreement			(99,468)
Balance at September 30, 2020			$	15,313

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NOTE J - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income (loss) included the following as of September 30, 2020 and December 31, 2019:

			September 30, 2020																		December 31, 2019
(Dollars in thousands)			Accumulated other comprehensive income (loss)						Deferred tax expense (benefit)						Accumulated other comprehensive income (loss), net of tax						Accumulated other comprehensive income (loss)						Deferred tax expense (benefit)						Accumulated other comprehensive income (loss), net of tax
Unrealized gains on securities available for sale			$	135,240					$	31,105					$	104,135					$	7,522					$	1,730					$	5,792
Defined benefit pension items			(153,104)						(35,213)						(117,891)						(172,098)						(39,583)						(132,515)
Total			$	(17,864)					$	(4,108)					$	(13,756)					$	(164,576)					$	(37,853)					$	(126,723)

The following table highlights changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2020 and 2019:

			Three months ended September 30, 2020
(Dollars in thousands, net of tax)			Unrealized gains (losses) on securities available for sale						Unrealized losses on securities available for sale transferred to held to maturity												Defined benefit pension items						Total
Beginning balance			$	113,102					$	—											$	(122,766)					$	(9,664)
Net unrealized gains arising during period			7,530						—												—						7,530
Amounts reclassified from accumulated other comprehensive loss			(16,497)						—												4,875						(11,622)
Net current period other comprehensive (loss) income			(8,967)						—												4,875						(4,092)
Ending balance			$	104,135					$	—											$	(117,891)					$	(13,756)
			Three months ended September 30, 2019
(Dollars in thousands, net of tax)			Unrealized gains (losses) on securities available for sale						Unrealized losses on securities available for sale transferred to held to maturity												Defined benefit pension items						Total
Beginning balance			$	2,554					$	(61,979)											$	(121,306)					$	(180,731)
Net unrealized gains arising during period			3,026						—												—						3,026
Amounts reclassified from accumulated other comprehensive loss			(874)						4,693												2,114						5,933
Net current period other comprehensive income			2,152						4,693												2,114						8,959
Ending balance			$	4,706					$	(57,286)											$	(119,192)					$	(171,772)

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			Nine months ended September 30, 2020
(Dollars in thousands, net of tax)			Unrealized gains on securities available for sale						Unrealized losses on securities available for sale transferred to held to maturity												Defined benefit pension items						Total
Beginning balance			$	5,792					$	—											$	(132,515)					$	(126,723)
Net unrealized gains arising during period			140,671						—												—						140,671
Amounts reclassified from accumulated other comprehensive loss			(42,328)						—												14,624						(27,704)
Net current period other comprehensive income			98,343						—												14,624						112,967
Ending balance			$	104,135					$	—											$	(117,891)					$	(13,756)
			Nine months ended September 30, 2019
(Dollars in thousands, net of tax)			Unrealized gains on securities available for sale						Unrealized losses on securities available for sale transferred to held to maturity												Defined benefit pension items						Total
Beginning balance			$	(38,505)					$	(71,149)											$	(125,533)					$	(235,187)
Net unrealized gains arising during period			48,489						—												—						48,489
Amounts reclassified from accumulated other comprehensive loss			(5,278)						13,863												6,341						14,926
Net current period other comprehensive income			43,211						13,863												6,341						63,415
Ending balance			$	4,706					$	(57,286)											$	(119,192)					$	(171,772)

The following table presents the amounts reclassified from accumulated other comprehensive income (loss) and the line item affected in the statement where net income is presented for the three and nine months ended September 30, 2020 and 2019:

(Dollars in thousands)						Three months ended September 30, 2020
Details about accumulated other comprehensive income (loss)						Amounts reclassified from accumulated other comprehensive income (loss)						Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale						$	21,425					Realized gains on investment securities available for sale, net
						(4,928)						Income taxes
						$	16,497
Amortization of defined benefit pension actuarial losses						(6,332)						Other noninterest expense
						1,457						Income taxes
						$	(4,875)
Total reclassifications for the period						$	11,622
						Three months ended September 30, 2019
Details about accumulated other comprehensive income (loss)						Amounts reclassified from accumulated other comprehensive income (loss)						Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale						$	1,136					Realized gains on investment securities available for sale, net
						(262)						Income taxes
						$	874
Amortization of unrealized losses on securities available for sale transferred to held to maturity						$	(6,095)					Net interest income
						1,402						Income taxes
						$	(4,693)
Amortization of defined benefit pension items
Prior service costs						$	(15)					Salaries and wages
Actuarial losses						(2,730)						Other noninterest expense
						(2,745)						Income before income taxes
						631						Income taxes
						$	(2,114)
Total reclassifications for the period						$	(5,933)

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						Nine months ended September 30, 2020
Details about accumulated other comprehensive income (loss)						Amounts reclassified from accumulated other comprehensive income (loss)						Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale						$	54,972					Realized gains on investment securities available for sale, net
						(12,644)						Income taxes
						$	42,328
Amortization of defined benefit pension items
Actuarial losses						$	(18,994)					Other
						4,370						Income taxes
						$	(14,624)
Total reclassifications for the period						$	27,704
						Nine months ended September 30, 2019
Details about accumulated other comprehensive income (loss)						Amounts reclassified from accumulated other comprehensive income (loss)						Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale						$	6,855					Realized gains on investment securities available for sale, net
						(1,577)						Income taxes
						$	5,278					Net income
Amortization of unrealized losses on securities available for sale transferred to held to maturity						$	(18,004)					Net interest income
						4,141						Income taxes
						$	(13,863)
Amortization of defined benefit pension items
Prior service costs						$	(43)					Salaries and wages
Actuarial losses						(8,192)						Other noninterest expense
						(8,235)						Income before income taxes
						1,894						Income taxes
						$	(6,341)
Total reclassifications for the period						$	(14,926)

NOTE K - ESTIMATED FAIR VALUES

Fair value estimates are intended to represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Where there is no active market for a financial instrument, BancShares has made estimates using discounted cash flows or other valuation techniques. Inputs used in these valuation techniques are subjective in nature, involve uncertainties and require significant judgment and therefore can only be derived within a range of precision. Accordingly, the derived fair value estimates presented below are not necessarily indicative of the amounts BancShares would realize in a current market exchange.

ASC 820, Fair Value Measurements and Disclosures, indicates that assets and liabilities are recorded at fair value according to a fair value hierarchy comprised of three levels. The levels are based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy for an asset or liability is based on the highest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows:

•Level 1 values are based on quoted prices for identical instruments in active markets.

•Level 2 values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

•Level 3 values are derived from valuation techniques in which one or more significant inputs or assumptions are not observable in the market. These unobservable inputs and assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation techniques include the use of discounted cash flow models and similar techniques.

BancShares’ management reviews any changes to its valuation methodologies to ensure they are appropriate and supportable, and refines valuation methodologies as more market-based data becomes available. Accuracy of the levels of the fair value hierarchy are validated at the end of the reporting period.

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The methodologies used to estimate the fair value of financial assets and financial liabilities are discussed below:

Investment securities available for sale and held to maturity. The fair value of U.S. Treasury, government agency and mortgage-backed securities, municipal securities, as well as a portion of corporate bonds, is generally estimated using a third party pricing service. The third party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models that use a variety of inputs, such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2. The remaining corporate bonds held are generally measured at fair value based on indicative bids from broker-dealers and are not directly observable. These securities are considered Level 3.

Investment in marketable equity securities. Equity securities are measured at fair value using observable closing prices and the market activity. Equity securities are classified as Level 1 if they are traded in an active market and as Level 2 if the observable closing price is from a less than active market.

Loans held for sale. Management elects the fair value option on certain residential real estate loans originated to be sold to investors. The loans are carried at fair value based on quoted market prices for similar types of loans. Accordingly, the inputs used to calculate fair value of originated residential real estate loans held for sale are classified as Level 2 inputs. Loans held for investment subsequently transferred to held for sale are carried at fair value when a firm commitment to purchase from a counterparty exists. The fair value of the transferred loans is based on the quoted prices and is considered a Level 1 input.

Net loans and leases. Fair value is estimated based on discounted future cash flows using the current interest rates at which loans with similar terms would be made to borrowers of similar credit quality. The inputs used in the fair value measurements for loans and leases are considered Level 3 inputs.

FHLB stock. The carrying amount of FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are evaluated for impairment based on the ultimate recoverability of the par value. BancShares considers positive and negative evidence, including the profitability and asset quality of the issuer, dividend payment history and recent redemption experience, when determining the ultimate recoverability of the par value. BancShares believes its investment in FHLB stock is ultimately recoverable at par. The inputs used in the fair value measurement for the FHLB stock are considered Level 2 inputs.

Mortgage and other servicing rights. Mortgage and other servicing rights are carried at the lower of amortized cost or market value and are, therefore, carried at fair value only when fair value is less than the amortized cost. The fair value of mortgage and other servicing rights is performed using a pooling methodology. Similar loans are pooled together and a model that relies on discount rates, estimates of prepayment rates and the weighted average cost to service the loans is used to determine the fair value. The inputs used in the fair value measurement for mortgage and other servicing rights are considered Level 3 inputs.

Deposits. For non-time deposits, carrying value is a reasonable estimate of fair value. The fair value of time deposits is estimated by discounting future cash flows using the interest rates currently offered for deposits with similar remaining maturities. The inputs used in the fair value measurement for deposits are considered Level 2 inputs.    

Borrowings. For borrowings, the fair values are determined based on recent trades or sales of the actual security if available. Otherwise, fair values are estimated by discounting future cash flows using current interest rates for similar financial instruments. The inputs used in the fair value measurement for FHLB borrowings, subordinated debentures, and other borrowings are considered Level 2 inputs.

Payable to the FDIC for shared-loss agreements. The fair value of the payable to the FDIC for shared-loss agreements is determined based on expected payments to the FDIC in accordance with the shared-loss agreements. Cash flows are discounted using current discount rates to reflect the timing of the estimated amounts due to the FDIC. The inputs used in the fair value measurement for the payable to the FDIC are considered Level 3 inputs.

Off-balance-sheet commitments and contingencies. Carrying amounts are reasonable estimates of the fair values for such financial instruments. Carrying amounts include unamortized fee income and, in some cases, reserves for any credit losses from those financial instruments. These amounts are not material to BancShares’ financial position.

For all other financial assets and liabilities, the carrying value is a reasonable estimate of the fair value as of September 30, 2020 and December 31, 2019. The carrying value and fair value for these assets and liabilities are equivalent because they are relatively short term in nature and there is no interest rate or credit risk that would cause the fair value to differ from the carrying value. Cash and due from banks is classified on the fair value hierarchy as Level 1. Overnight investments, income earned not collected, securities sold under customer repurchase agreements, and accrued interest payable are considered Level 2.

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The table presents the carrying values and estimated fair values for financial instruments as of September 30, 2020 and December 31, 2019:

(Dollars in thousands)			September 30, 2020												December 31, 2019
			Carrying value						Fair value						Carrying value						Fair value
Cash and due from banks			$	352,419					$	352,419					$	376,719					$	376,719
Overnight investments			3,137,945						3,137,945						1,107,844						1,107,844
Investment in marketable equity securities			93,074						93,074						82,333						82,333
Investment securities available for sale			9,019,788						9,019,788						7,059,674						7,059,674
Investment securities held to maturity			747,732						761,252						30,996						30,996
Loans held for sale			120,305						120,305						67,869						67,869
Net loans and leases			32,621,208						33,269,733						28,656,355						28,878,550
Income earned not collected			151,737						151,737						123,154						123,154
Federal Home Loan Bank stock			45,392						45,392						43,039						43,039
Mortgage and other servicing rights			19,484						20,313						24,891						26,927
Deposits with no stated maturity			39,110,297						39,110,297						30,593,627						30,593,627
Time deposits			3,140,309						3,162,058						3,837,609						3,842,162
Securities sold under customer repurchase agreements			693,889						693,889						442,956						442,956
Federal Home Loan Bank borrowings			655,179						680,718						572,185						577,362
Subordinated debt			504,381						509,518						163,412						173,685
Other borrowings			92,456						92,794						148,318						149,232
FDIC shared-loss payable			15,313						15,789						112,395						114,252
Accrued interest payable			10,477						10,477						18,124						18,124

For assets and liabilities carried at fair value on a recurring basis, the following table provides fair value information as of September 30, 2020 and December 31, 2019:

			September 30, 2020
									Fair value measurements using:
(Dollars in thousands)			Fair value						Level 1 inputs						Level 2 inputs						Level 3 inputs
Assets measured at fair value
Investment securities available for sale
U.S. Treasury			$	654,762					$	—					$	654,762					$	—
Government agency			654,941						—						654,941						—
Residential mortgage-backed securities			6,069,668						—						6,069,668						—
Commercial mortgage-backed securities			1,090,210						—						1,090,210						—
Corporate bonds			550,207						—						299,493						250,714
Total investment securities available for sale			$	9,019,788					$	—					$	8,769,074					$	250,714
Marketable equity securities			$	93,074					$	38,192					$	54,882					$	—
Loans held for sale			$	120,305					$	—					$	120,305					$	—
			December 31, 2019
									Fair value measurements using:
			Fair value						Level 1 inputs						Level 2 inputs						Level 3 inputs
Assets measured at fair value
Investment securities available for sale
U.S. Treasury			$	409,999					$	—					$	409,999					$	—
Government agency			682,772						—						682,772						—
Residential mortgage-backed securities			5,267,090						—						5,267,090						—
Commercial mortgage-backed securities			380,020						—						380,020						—
Corporate bonds			201,566						—						131,881						69,685
State, county and municipal			118,227						—						118,227						—
Total investment securities available for sale			$	7,059,674					$	—					$	6,989,989					$	69,685
Marketable equity securities			$	82,333					$	29,458					$	52,875					$	—
Loans held for sale			$	67,869					$	—					$	67,869					$	—

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The following tables summarize activity for Level 3 assets:

			Corporate bonds
			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Beginning balance			$	169,977					$	149,137					$	69,685					$	143,226
Purchases			78,000						8,000						178,595						11,991
Unrealized net gains included in other comprehensive income			2,818						1,147						901						2,985
Amounts included in net income			(81)						41						(249)						123
Transfers in			—						—						1,782						—
Ending balance			$	250,714					$	157,325					$	250,714					$	157,325

During the three months ended September 30, 2020, there were no transfers between levels. During the nine months ended September 30, 2020, there were transfers from Level 2 to Level 3 of $1.8 million in corporate bonds available for sale. The transfers were due to a lack of observable inputs and trade activity for those securities. During the three and nine months ended September 30, 2019, there were no transfers between levels.

The following table presents quantitative information about Level 3 fair value measurements for fair value on a recurring basis at September 30, 2020:

(Dollars in thousands)

September 30, 2020

Level 3 assets

Valuation technique

Significant unobservable input

Fair Value

Corporate bonds

Indicative bid provided by broker

Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the issuer

$

250,714

Fair Value Option

BancShares has elected the fair value option for residential real estate loans originated to be sold. This election reduces certain timing differences in the Consolidated Statement of Income and better aligns with the management of the portfolio from a business perspective. The changes in fair value were recorded as a component of mortgage income and included a gain of $567 thousand and a gain of $583 thousand for the three months ended September 30, 2020 and 2019, respectively. The changes in fair value included gains of $4.2 million and $750 thousand for the nine months ended September 30, 2020 and 2019, respectively.

The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for residential real estate originated for sale measured at fair value as of September 30, 2020 and December 31, 2019:

			September 30, 2020
(Dollars in thousands)			Fair value						Aggregate unpaid principal balance						Difference
Originated loans held for sale			$	120,305					$	114,100					$	6,205
			December 31, 2019
			Fair value						Aggregate unpaid principal balance						Difference
Originated loans held for sale			$	67,869					$	65,697					$	2,172

No originated loans held for sale were 90 or more days past due or on nonaccrual status as of September 30, 2020 or December 31, 2019.

We may be required to measure certain financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment.

Following the adoption of ASC 326, the population of loans measured at fair value on a non-recurring basis has greatly diminished and is limited to collateral-dependent loans evaluated individually. These collateral-dependent loans are deemed to be at fair value if there is an associated allowance for credit losses or if a charge-off has been recorded in the previous 12 months. Collateral values are determined using appraisals or other third-party value estimates of the subject property discounted based on estimated selling costs, generally between 6% and 10%, and immaterial adjustments for other external factors that may impact the marketability of the collateral. The weighted average discount for estimated selling costs applied was 7.51%.

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Prior to the adoption of ASC 326, impaired loans were deemed to be at fair value if an associated allowance or current period charge-off had been recorded. The value of impaired loans was determined by either collateral valuations or discounted present value of the expected cash flow calculations. Collateral values were determined using appraisals or other third-party value estimates of the subject property with discounts, generally between 6% and 11%, applied for estimated selling costs and other external factors that may impact the marketability of the property. Expected cash flows were determined using expected payment information at the individual loan level, discounted using the effective interest rate. The effective interest rate for impaired loans generally ranges between 3% and 7%.

OREO acquired or written down within the previous 12 months is deemed to be at fair value. Asset valuations are determined by using appraisals or other third-party value estimates of the subject property with with discounts generally between 7% and 16% applied for estimated selling costs and other external factors that may impact the marketability of the property. At September 30, 2020, the weighted average discount applied was 8.46%. Changes to the value of the assets between scheduled valuation dates are monitored through continued communication with brokers and monthly reviews by the asset manager assigned to each asset. If there are any significant changes in the market or the subject property, valuations are adjusted or new appraisals ordered to ensure the reported values reflect the most current information.

For financial assets and liabilities carried at fair value on a nonrecurring basis, the following table provides fair value information as of September 30, 2020 and December 31, 2019:

			September 30, 2020
									Fair value measurements using:
(Dollars in thousands)			Fair value						Level 1 inputs						Level 2 inputs						Level 3 inputs
Collateral-dependent loans			$	10,970					$	—					$	—					$	10,970
Other real estate owned			44,557						—						—						44,557
Mortgage servicing rights			16,819						—						—						16,819
			December 31, 2019
									Fair value measurements using:
			Fair value						Level 1 inputs						Level 2 inputs						Level 3 inputs
Impaired loans			$	132,336					$	—					$	—					$	132,336
Other real estate owned			38,310						—						—						38,310
Mortgage servicing rights			3,757						—						—						3,757

No financial liabilities were carried at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019.

NOTE L - EMPLOYEE BENEFIT PLANS

BancShares sponsors noncontributory defined benefit pension plans for its qualifying employees. The service cost component of net periodic benefit cost is included in salaries and wages while all other non-service cost components are included in other noninterest expense.

For the three and nine months ended September 30, 2020 and 2019, the components of net periodic benefit cost are as follows:

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Service cost			$	3,570					$	3,191					$	10,709					$	9,575
Interest cost			8,549						9,316						25,648						27,945
Expected return on assets			(16,423)						(15,647)						(49,267)						(46,943)
Amortization of prior service cost			—						15						—						43
Amortization of net actuarial loss			6,332						2,730						18,994						8,192
Net periodic cost (benefit)			$	2,028					$	(395)					$	6,084					$	(1,188)

A discretionary contribution of $100.0 million was made to the pension plans during the nine months ended September 30, 2020. Management evaluates the need for its pension plan contributions on a periodic basis based upon numerous factors including, but not limited to, the funded status of the plans, returns on plan assets, discount rates and the current economic environment.

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NOTE M - LEASES

The following table presents lease assets and liabilities as of September 30, 2020 and December 31, 2019:

(Dollars in thousands)			Classification			September 30, 2020						December 31, 2019
Assets:
Operating			Other assets			$	69,968					$	77,115
Finance			Premises and equipment			7,005						8,820
Total leased assets						$	76,973					$	85,935
Liabilities:
Operating			Other liabilities			$	70,129					$	76,746
Finance			Other borrowings			6,703						8,230
Total lease liabilities						$	76,832					$	84,976

NOTE N - COMMITMENTS AND CONTINGENCIES

To meet the financing needs of its customers, BancShares and its subsidiaries have financial instruments with off-balance sheet risk. These financial instruments involve elements of credit, interest rate or liquidity risk and include commitments to extend credit and standby letters of credit.

Commitments to extend credit are legally binding agreements to lend to customers. These commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. Established credit standards control the credit risk exposure associated with these commitments. In some cases, BancShares requires collateral be pledged to secure the commitment, including cash deposits, securities and other assets.

Standby letters of credit are commitments guaranteeing performance of a customer to a third party. Those commitments are primarily issued to support public and private borrowing arrangements. To mitigate its risk, BancShares’ credit policies govern the issuance of standby letters of credit. The credit risk related to the issuance of these letters of credit is essentially the same as in extending loans to clients and, therefore, these letters of credit are collateralized when necessary.

The following table presents the commitments to extend credit and standby letters of credit as of September 30, 2020 and December 31, 2019:

(Dollars in thousands)			September 30, 2020						December 31, 2019
Unused commitments to extend credit			$	11,972,688					$	10,682,378
Standby letters of credit			112,016						99,601

BancShares has investments in qualified affordable housing projects primarily for the purposes of fulfilling Community Reinvestment Act requirements and obtaining tax credits. Affordable housing project investments were $167.0 million and $167.8 million as of September 30, 2020 and December 31, 2019, respectively, and were recorded in other assets. Unfunded commitments to fund future investments in affordable housing projects totaled $60.6 million and $70.0 million as of September 30, 2020 and December 31, 2019, respectively, and were recorded in other liabilities.

BancShares and various subsidiaries have been named as defendants in legal actions arising from their normal business activities in which damages in various amounts were claimed. BancShares has also been exposed to litigation risk relating to the prior business activities of banks from which assets were acquired and liabilities assumed in the various merger transactions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, any such liability will not have a material effect on BancShares’ consolidated financial statements.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis (“MD&A”) of earnings and related financial data are presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. and Subsidiaries (“BancShares”). This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes presented within this Quarterly Report on Form 10-Q along with our financial statements and related MD&A of financial condition and results of operations included in our 2019 Annual Report on Form 10-K. Intercompany accounts and transactions have been eliminated. Although certain amounts for prior years have been reclassified to conform to statement presentations for 2020, the reclassifications had no effect on shareholders’ equity or net income as previously reported. Unless otherwise noted, the terms “we,” “us” and “BancShares” refer to the consolidated financial position and consolidated results of operations for BancShares.

EXECUTIVE OVERVIEW

BancShares conducts its banking operations through its wholly-owned subsidiary First-Citizens Bank & Trust Company (“FCB”), a state-chartered bank organized under the laws of the state of North Carolina.

BancShares’ earnings and cash flows are primarily derived from our commercial and retail banking activities. We gather deposits from retail and commercial customers and also secure funding through various non-deposit sources. We invest the liquidity generated from these funding sources in interest-earning assets, including loans and leases, investment securities and overnight investments. We also invest in bank premises, hardware, software, furniture and equipment used to conduct our commercial and retail banking business. We provide treasury services products, cardholder and merchant services, wealth management services and various other products and services typically offered by commercial banks. The fees and service charges generated from these products and services are primary sources of noninterest income which is an essential component of our total revenue.

We are focused on expanding our position in legacy and target markets through organic growth and strategic acquisitions. We believe our franchise is positioned for continued growth as a result of our client centric banking principles, disciplined lending standards, and our people.

Refer to our 2019 Annual Report on Form 10-K for further discussion of our strategy.

RECENT ECONOMIC AND INDUSTRY DEVELOPMENTS

During the first quarter of 2020, a novel strain of coronavirus (“COVID-19”) spread throughout the world, causing significant disruptions to the domestic and global economies which continue to date. In response to the outbreak, governments have imposed restrictions resulting in business shutdowns, regional quarantines, disruptions of supply chains, changes in consumer behavior and overall economic instability. This uncertainty has led to volatility in the financial markets. This impact was coupled with spikes in unemployment as a result of business shutdowns that continue to impact financial institutions operationally and financially. For a discussion of the risks we face with respect to the COVID-19 pandemic, the associated economic uncertainty, the steps taken to mitigate the pandemic and the resulting economic contraction, see "Item 1A — Risk Factors" in Part II of this quarterly report on Form 10-Q, which should be read in conjunction with the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2019.

During the third quarter of 2020, the Federal Reserve’s Federal Open Market Committee (“FOMC”) maintained the federal funds rate at a target range of 0.00% to 0.25%. The FOMC cited the effects of COVID-19 on economic activity and the risks posed to the economic outlook. The FOMC expects to maintain this target range until labor market conditions have reached levels consistent with the FOMC’s assessments of maximum employment and inflation has risen to 2% and is on track to moderately exceed 2% for some time.

On March 27, 2020, the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”) was passed. The bill was designed to provide short-term economic relief to individuals and businesses most impacted by the fallout of the pandemic. Key provisions include: for individuals, economic impact payments and enhanced unemployment benefits; for small businesses, access to loans and support through the Small Business Administration Paycheck Protection Program (“SBA-PPP”), direct aid and loans to the medical industry and other affected sectors, and certain tax benefits that can be used in conjunction with the other aid mentioned. While direct aid to financial services entities is not a primary goal of the provisions, financial institutions will function to transmit funds from the Federal Reserve, SBA and United States (“U.S.”) Treasury to the public. This was supplemented by the Paycheck Protection Program Flexibility Act, which was signed into law on June 5, 2020 and amended provisions of the SBA-PPP including timing of the program and changes to forgiveness criteria. In addition, there were other regulatory actions taken that may impact our business including changes in credit reporting on customer forbearance, federally backed mortgage forbearance, potential legal lending limit relaxation and other economic stabilization efforts. Further legislation is expected as the government continues to mitigate the economic impact on the crisis.

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BANCSHARES’ COVID-19 CONTINUED MONITORING AND RESPONSE

BancShares remains in a very strong capital and liquidity position providing stability in navigating the COVID-19 crisis. Our leadership team continues to ensure appropriate measures are in place to protect the welfare of our employees and soundness of the organization, while continuing to support our customers. Our branches have re-opened with enhanced safety protocols, and our corporate locations remain at limited occupancy due to current virus trends.

Through September 30, 2020, over 94% of all COVID-19 related loan extensions have begun repayment. Delinquency trends among loans entering repayment are in line with the remainder of the portfolio. We have not seen significant declines in overall credit quality, though the impact of the SBA-PPP and payment extensions could be delaying signs of credit deterioration.

During 2020, BancShares originated over 23,000 SBA-PPP loans with an outstanding balance of $3.11 billion at September 30, 2020. We have collected all $117.2 million in SBA-PPP related loan fees per the program terms. These fees and related costs were deferred and are being recognized in interest income over the life of the loans. We have begun accepting and processing applications for forgiveness, and subsequent to the third quarter, we have begun receiving forgiveness payments. We anticipate acceleration of the fee income as the volume of approved forgiveness applications and payments received from the SBA increase.

Table 1

SBA-PPP LOANS BY LOAN SIZE

(Dollars in thousands)
Loan Size			$ of Loans						% of Loans $
Less than $150,000			$	862,026					27.7		%
$150,000 to $2,000,000			1,766,649						56.8
Greater than $2,000,000			484,001						15.5
Total			$	3,112,676					100.0		%

Strong Liquidity and Capital Position

We maintain a strong level of liquidity. As of September 30, 2020, liquid assets (available cash and unencumbered high quality liquid assets at market value) totaled approximately $8.51 billion representing 17.5% of consolidated assets as of September 30, 2020.

In addition to liquid assets, we had contingent sources of liquidity totaling approximately $11.37 billion in the form of Federal Home Loan Bank (“FHLB”) borrowing capacity, Federal Reserve Discount Window availability, federal funds lines and a committed line of credit.

At September 30, 2020, BancShares’ regulatory capital ratios were well in excess of Basel III capital requirements with a total risk-based capital ratio of 13.7%, a Tier 1 risk-based capital ratio of 11.5%, a common equity Tier 1 ratio of 10.4%, a Tier 1 leverage ratio of 7.8% and a capital conservation buffer of 5.5%, more than twice the required level of 2.5%.

SIGNIFICANT EVENTS IN 2020

On January 1, 2020 BancShares adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Accounting Standards Codification (“ASC”) Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced a new credit loss methodology for the estimation of credit losses.The amendments in this ASU require loss estimates be determined over an asset’s lifetime and broaden the information that an entity must consider in developing its expected credit losses. BancShares adopted this ASU using the modified retrospective approach for all loans, leases, debt securities designated as held to maturity, and unfunded loan commitments. BancShares adopted this ASU using the prospective transition approach for PCD loans previously accounted for under ASC 310-30 and debt securities available for sale. Refer to Note A - Accounting Policies and Basis of Presentation for additional information.

Upon adoption, BancShares recorded a net decrease of $37.9 million in the Allowance for Credit Losses (“ACL”) which included a decrease of $56.9 million in the ACL on non-purchased credit deteriorated (“non-PCD”) loans, offset by an increase of $19.0 million in the ACL on purchased credit deteriorated (“PCD”) loans. The $56.9 million change in the ACL on non-PCD loans, as well as an $8.9 million increase in the reserve for unfunded commitments, net of deferred taxes, resulted in a net increase in retained earnings of $36.9 million. The $19.0 million increase in the ACL on PCD loans was a reclassification of the PCD credit discount and resulted in a gross up of loan balances by this same amount and did not have any effect on retained earnings. Impact to total capital and capital ratios was not significant and we did not elect the capital phase-in option allowable for regulatory reporting purposes.

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On October 15, 2020, BancShares and CIT Group Inc., a Delaware corporation (“CIT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among BancShares, FCB, FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (“Merger Sub”), and CIT, the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CIT, with CIT as the surviving entity (the “First-Step Merger”), and as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the “Mergers”). The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank (together with the Mergers, the “Transaction”).

The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. Subject to the fulfillment of customary closing conditions, the parties anticipate that the Transaction will close in the first half of 2021.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of CIT common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“CIT Common Stock”), except for certain shares of CIT Common Stock owned by CIT or BancShares, will be converted into the right to receive .06200 shares of BancShares Class A common stock, par value $1.00 per share. Holders of CIT Common Stock will receive cash in lieu of fractional shares.

In addition, at the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of CIT and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of CIT issued and outstanding will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of BancShares and one share of a newly created series of preferred stock, Series C, of BancShares, respectively.

The Merger Agreement requires that, effective as of the Effective Time, the Boards of Directors of the combined company and the combined bank will consist of 14 directors, (i) 11 of whom will be members of the current Board of Directors of BancShares, and (ii) three of whom will be selected from among the current Board of Directors of CIT and will include as one of those three Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT.

FINANCIAL PERFORMANCE SUMMARY

Third Quarter Highlights

•Net income for the third quarter of 2020 totaled $142.7 million, an increase of $17.9 million, or 14.3% compared to the same quarter in 2019. Net income available to common shareholders totaled $138.0 million. Net income per common share increased $2.76, or 24.5%, to $14.03 in the third quarter of 2020, from $11.27 per share during the same period in 2019.

•Return on average assets for the third quarter of 2020 was 1.18%, down from 1.32% in the third quarter of 2019. Return on average equity for the third quarter of 2020 was 14.93%, up from 13.83% in the the third quarter of 2019.

•Net interest income totaled $353.7 million for the third quarter of 2020, an increase of $17.2 million, or 5.1% compared to the same quarter in 2019. The increase was primarily due to an increase of $21.3 million in interest earned on loans due to loan growth and lower interest expense on deposits of $8.3 million, partially offset by a decrease in interest earned on overnight investments of $6.4 million. Interest and fee income related to SBA-PPP loans totaled $29.8 million in the third quarter of 2020. The taxable-equivalent net interest margin (“NIM”) was 3.06% for the third quarter of 2020, down 71 basis points from 3.77% for the third quarter in 2019.

•Noninterest income for the third quarter of 2020 totaled $120.6 million, an increase of $19.6 million, or 19.5%, compared to the same quarter of 2019, predominantly due to realized gains on the sale of available for sale securities.

•Noninterest expense was $291.7 million for the third quarter of 2020, compared to $270.4 million during the same quarter of 2019, an increase of $21.3 million or 7.9%.

•Total loans grew to $32.85 billion, an increase of $426.7 million, or by 5.2% on an annualized basis, since June 30, 2020. The net charge-off ratio was 0.03% for the third quarter of 2020, down from 0.09% for the second quarter of 2020 and 0.10% for the third quarter of 2019.

•Total deposits grew to $42.25 billion, an increase of $771.4 million, or by 7.4% on an annualized basis, since June 30, 2020.

•BancShares repurchased 117,700 shares of its Class A common stock during the third quarter of 2020 totaling $47.1 million. At September 30, 2020, BancShares remained well capitalized with a total risk-based capital ratio of 13.7%, a Tier 1 risk-based capital of 11.5%, a common equity Tier 1 ratio of 10.4%, and a leverage ratio of 7.8%.

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Year to Date Highlights

•Net income for the nine months ended September 30, 2020 totaled $353.6 million, a decrease of $1.9 million, or 0.5% compared to the same period of 2019. Net income available to common shareholders totaled $344.2 million. Earnings per share increased $2.46, or 7.8%, to $33.96 for the nine months ended September 30, 2020, from $31.50 per share during the same period in 2019.

•Return on average assets for the nine months ended September 30, 2020 was 1.05%, down 24 basis points compared to the same period in 2019. Return on average equity for the nine months ended September 30, 2020 was 12.59%, down 82 basis points compared to the same period in 2019.

•Net interest income for the nine months ended September 30, 2020, was $1.03 billion, an increase of $45.2 million, or 4.6% compared to the same period of 2019. The increase was primarily due to an increase of $78.7 million in interest earned on loans primarily due to loan growth, partially offset by a decrease in interest earned on overnight investments of $15.0 million as well as an increase in total interest expense of $12.0 million. Interest and fee income related to SBA-PPP loans totaled $47.9 million in the first nine months of 2020. The taxable-equivalent NIM was 3.23% for the nine months ended September 30, 2020, down 57 basis points from 3.80% during the same period of 2019.

•The allowance for credit losses was $223.9 million at September 30, 2020, compared to $225.1 million at December 31, 2019. The $1.2 million change was due primarily to the $37.9 million reduction in the allowance as a result of adopting ASC 326, partially offset by a $36.1 million reserve build related to potential COVID-19 impact.

•Total loans grew to $32.85 billion, an increase of $3.96 billion since December 31, 2019. Excluding $3.11 billion of loans originated under the SBA-PPP, total loans increased $851.0 million, or by 3.9% on an annualized basis. The net charge-off ratio was 0.07% for the nine months ended September 30, 2020, a 3 basis point decrease compared to the same period of 2019.

•Total deposits grew to $42.25 billion, an increase of $7.82 billion since December 31, 2019. Excluding estimated SBA-PPP deposits of $1.30 billion, total deposits grew $6.52 billion, or by 25.3% on an annualized basis.

•BancShares repurchased 813,090 shares of its Class A common stock during the nine months ended September 30, 2020 totaling $333.8 million.

•During the first quarter of 2020, BancShares successfully completed a $695 million capital raise which consisted of $350 million of subordinated notes and $345 million of Series A preferred stock.

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Table 2

SELECTED QUARTERLY DATA

			2020																		2019 (1)												Nine months ended September 30
			Third						Second						First						Fourth						Third
(Dollars in thousands, except share data)			Quarter						Quarter						Quarter						Quarter						Quarter						2020						2019
SUMMARY OF OPERATIONS
Interest income			$	374,334					$	363,257					$	369,559					$	354,048					$	362,318					$	1,107,150					$	1,049,963
Interest expense			20,675						25,863						31,159						26,924						25,893						77,697						65,718
Net interest income			353,659						337,394						338,400						327,124						336,425						1,029,453						984,245
Provision for credit losses			4,042						20,552						28,355						7,727						6,766						52,949						23,714
Net interest income after provision for credit losses			349,617						316,842						310,045						319,397						329,659						976,504						960,531
Noninterest income			120,572						165,402						64,011						104,393						100,930						349,985						311,468
Noninterest expense			291,662						291,679						299,971						292,262						270,425						883,312						811,479
Income before income taxes			178,527						190,565						74,085						131,528						160,164						443,177						460,520
Income taxes			35,843						36,779						16,916						29,654						35,385						89,538						105,023
Net income			142,684						153,786						57,169						101,874						124,779						353,639						355,497
Net income available to common shareholders			$	138,048					$	148,996					$	57,169					$	101,874					$	124,779					$	344,213					$	355,497
Net interest income, taxable equivalent			$	354,256					$	337,965					$	339,174					$	328,045					$	337,322					$	1,031,395					$	986,896
PER COMMON SHARE DATA
Net income			$	14.03					$	14.74					$	5.46					$	9.55					$	11.27					$	33.96					$	31.50
Cash dividends on common shares			0.40						0.40						0.40						0.40						0.40						1.20						1.20
Market price at period end (Class A)			318.78						405.02						332.87						532.21						471.55						318.78						471.55
Book value at period-end			380.43						367.57						351.90						337.38						327.86						380.43						327.86
SELECTED QUARTERLY AVERAGE BALANCES
Total assets			$	48,262,155					$	45,553,502					$	40,648,806					$	38,326,641					$	37,618,836					$	44,834,045					$	36,770,191
Investment securities			9,930,197						8,928,467						7,453,159						7,120,023						6,956,981						8,774,840						6,851,348
Loans and leases (2)			32,694,996						31,635,958						29,098,101						27,508,062						26,977,476						31,148,683						26,368,922
Interest-earning assets			45,617,376						42,795,781						38,004,341						36,032,680						35,293,979						42,151,861						34,473,814
Deposits			41,905,844						39,146,415						34,750,061						33,295,141						32,647,264						38,612,836						31,856,771
Interest-bearing liabilities			25,591,707						24,407,285						23,153,777						20,958,943						20,551,393						24,388,339						20,204,705
Securities sold under customer repurchase agreements			710,237						659,244						474,231						495,804						533,371						614,920						542,618
Other short-term borrowings			—						45,549						157,759						28,284						23,236						67,522						21,335
Long-term borrowings			1,256,331						1,275,928						961,132						467,223						384,047						1,164,475						366,850
Common shareholders' equity			3,679,138						3,648,284						3,625,975						3,570,872						3,580,235						3,651,132						3,545,418
Shareholders’ equity			$	4,019,075					$	3,988,225					$	3,682,634					$	3,570,872					$	3,580,235					$	3,896,645					$	3,545,418
Common shares outstanding			9,836,629						10,105,520						10,473,119						10,708,084						11,060,462						10,137,321						11,286,984
SELECTED QUARTER-END BALANCES
Total assets (1)			$	48,666,873					$	47,866,194					$	41,594,453					$	39,824,496					$	37,748,324					$	48,666,873					$	37,748,324
Investment securities			9,860,594						9,508,476						8,845,197						7,173,003						7,167,680						9,860,594						7,167,680
Loans and leases			32,845,144						32,418,425						29,240,959						28,881,496						27,196,511						32,845,144						27,196,511
Deposits			42,250,606						41,479,245						35,346,711						34,431,236						32,743,277						42,250,606						32,743,277
Securities sold under customer repurchase agreements			693,889						740,276						540,362						442,956						522,195						693,889						522,195
Other short-term borrowings			—						—						105,000						295,277						—						—						—
Long-term borrowings			1,252,016						1,258,719						1,297,132						588,638						453,876						1,252,016						453,876
Shareholders’ equity			$	4,074,414					$	3,991,444					$	3,957,520					$	3,586,184					$	3,568,482					$	4,074,414					$	3,568,482
Common shares outstanding			9,816,405						9,934,105						10,280,105						10,629,495						10,884,005						9,816,405						10,884,005
SELECTED RATIOS AND OTHER DATA
Return on average assets (annualized)			1.18		%				1.36		%				0.57		%				1.05		%				1.32		%				1.05		%				1.29		%
Return on average common shareholders’ equity (annualized)			14.93						16.43						6.34						11.32						13.83						12.59						13.41
Net yield on interest-earning assets (taxable equivalent)			3.06						3.14						3.55						3.59						3.77						3.23						3.80
Net charge-offs (annualized) to average loans and leases			0.03						0.09						0.10						0.14						0.10						0.07						0.10
Allowance for credit losses to total loans and leases(3):
PCD			5.07						5.07						4.80						1.35						1.34						5.07						1.34
Non-PCD			0.61						0.61						0.64						0.77						0.82						0.61						0.82
Total			0.68						0.69						0.72						0.78						0.83						0.68						0.83
Ratio of total nonperforming assets to total loans, leases and other real estate owned (4)			0.73						0.77						0.79						0.58						0.57						0.73						0.57
Tier 1 risk-based capital ratio			11.48						11.38						11.43						10.86						11.80						11.48						11.80
Common equity Tier 1 ratio			10.43						10.32						10.36						10.86						11.80						10.43						11.80
Total risk-based capital ratio			13.70						13.63						13.65						12.12						13.09						13.70						13.09
Tier 1 leverage capital ratio			7.80						8.07						8.98						8.81						9.18						7.80						9.18
Dividend payout ratio			2.85						2.71						7.33						4.19						3.55						3.53						3.81
Average loans and leases to average deposits			78.02						80.81						83.74						82.62						82.63						80.67						82.77

(1) We adopted ASC Topic 326 (“CECL”) utilizing the modified retrospective approach. We did not restate selected financial data for the quarters prior to 2020 presented above.

(2) Average loan and lease balances include PCD loans, non-PCD loans and leases, loans held for sale and nonaccrual loans and leases.

(3) Loans originated in relation to the SBA-PPP ($3.11 billion as of September 30, 2020) do not have a recorded ACL. As of September 30, 2020, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans is 0.68% while the ratio of ACL to total loans excluding SBA-PPP loans is 0.75%.

(4) Upon adoption of ASC 326, we dissolved pooling of PCI loans allowed under ASC 310-30. This increased the amount of nonaccrual loans as those nonaccrual loans within performing PCI pools were previously excluded from reporting. As of January 1, 2020, there were $47.0 million of nonaccrual loans released from performing PCI pools. Of these nonaccrual loans, $27.5 million were outstanding as of September 30, 2020.

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BUSINESS COMBINATIONS

CIT Group Inc.

On October 15, 2020, BancShares and CIT, entered into the Merger Agreement by and among BancShares, FCB, the Merger Sub, and CIT, the parent company of CIT Bank. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub and CIT will ultimately merge with and into FCB, with FCB as the surviving entity. The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank. Subject to the fulfillment of customary closing conditions, the parties anticipate that the Transaction will close in the first half of 2021.

Community Financial Holding Company, Inc.

On February 1, 2020, FCB completed the merger of Duluth, Georgia-based Community Financial Holding Company, Inc. (“Community Financial”) and its bank subsidiary, Gwinnett Community Bank, into FCB. Under the terms of the agreement, total cash consideration of $2.3 million was paid to the shareholders of Community Financial. The merger allows FCB to expand its presence and enhance banking efforts in Georgia. The merger contributed $222.1 million in consolidated assets, which included $686 thousand of goodwill, $134.0 million in loans, and $209.3 million in deposits.

See Note B - Business Combinations for additional disclosures.

Entegra Financial Corp.

On December 31, 2019, FCB completed the merger of Franklin, North Carolina-based Entegra Financial Corp. (“Entegra”) and its bank subsidiary, Entegra Bank. In order to obtain regulatory approval, FCB entered into an agreement for Select Bank to purchase three of our North Carolina branches, located in Highlands, Sylva and Franklin. On April 17, 2020, FCB completed the divestiture of the branches including loans and leases, premises and equipment and total deposits with a fair value of $110.1 million, $2.1 million and $184.8 million, respectively. The Select Bank purchase price for the divested branches included an 8% premium for deposits acquired that was applied against goodwill generated as part of the merger with Entegra Bank.

Federal Deposit Insurance Corporation Assisted Transactions

BancShares completed fourteen Federal Deposit Insurance Corporation (“FDIC”) assisted transactions between 2009 and 2017. Nine of the fourteen FDIC-assisted transactions included shared-loss agreements which, for their terms, protect us from a substantial portion of the credit and asset quality risk we would otherwise incur. As of September 30, 2020, shared-loss protection remains for single family residential loans acquired in the amount of $36.2 million.

The shared-loss agreement for two of the FDIC-assisted transactions included a provision related to a payment owed to the FDIC at the termination of the agreement (the “clawback liability”). As of September 30, 2020 and December 31, 2019, the estimated clawback liability was $15.3 million and $112.4 million, respectively, as a result of a payment to the FDIC in the first quarter of 2020 for $99.5 million related to one of the transactions. The remaining clawback liability payment date is March 2021.

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Table 3

CONSOLIDATED QUARTER-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS

			Three months ended September 30
			2020																		2019
									Interest																		Interest
			Average						Income/						Yield/						Average						Income/						Yield/
(Dollars in thousands)			Balance						Expense						Rate						Balance						Expense						Rate
Assets
Loans and leases			$	32,694,996					$	336,934					4.06		%				$	26,977,476					$	315,621					4.61		%
Investment securities:
U.S. Treasury			695,419						497						0.28						834,577						5,262						2.50
Government agency			587,377						1,335						0.91						628,322						4,742						3.02
Mortgage-backed securities			8,047,247						28,236						1.40						5,195,711						27,891						2.15
Corporate bonds			489,602						6,433						5.26						149,888						1,912						5.10
Other investments			110,552						739						2.66						148,483						636						1.70
Total investment securities			9,930,197						37,240						1.50						6,956,981						40,443						2.32
Overnight investments			2,992,183						757						0.10						1,359,522						7,151						2.09
Total interest-earning assets			45,617,376						374,931						3.24						35,293,979						363,215						4.06
Cash and due from banks			349,079																		256,379
Premises and equipment			1,261,864																		1,224,118
Allowance for credit losses			(222,793)																		(227,707)
Other real estate owned			52,716																		46,131
Other assets			1,203,913																		1,025,936
Total assets			$	48,262,155																	$	37,618,836
Liabilities
Interest-bearing deposits:
Checking with interest			$	9,239,838					$	1,369					0.06		%				$	7,361,758					$	1,509					0.08		%
Savings			3,070,619						314						0.04						2,636,583						528						0.08
Money market accounts			8,108,832						3,634						0.18						6,088,740						6,610						0.43
Time deposits			3,205,850						8,151						1.01						3,523,658						13,090						1.47
Total interest-bearing deposits			23,625,139						13,468						0.23						19,610,739						21,737						0.44
Securities sold under customer repurchase agreements			710,237						395						0.22						533,371						542						0.40
Other short-term borrowings			—						—						—						23,236						203						3.50
Long-term borrowings			1,256,331						6,812						2.15						384,047						3,411						3.51
Total interest-bearing liabilities			25,591,707						20,675						0.32						20,551,393						25,893						0.50
Noninterest-bearing deposits			18,280,705																		13,036,525
Other liabilities			370,668																		450,683
Shareholders’ equity			4,019,075																		3,580,235
Total liabilities and shareholders’ equity			$	48,262,155																	$	37,618,836
Interest rate spread															2.92		%																3.56		%
Net interest income and net yield on interest-earning assets									$	354,256					3.06		%										$	337,322					3.77		%

Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans held for sale. Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming statutory federal income tax rate of 21.0%, as well as state income tax rate of 3.4%, for both the three months ended September 30, 2020 and 2019. The taxable-equivalent adjustment was $597 thousand and $897 thousand for the three months ended September 30, 2020 and 2019, respectively.

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Table 4

CONSOLIDATED YEAR-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS

			Nine months ended September 30
			2020																		2019
									Interest																		Interest
			Average						Income/						Yield/						Average						Income/						Yield/
(Dollars in thousands)			Balance						Expense						Rate						Balance						Expense						Rate
Assets
Loans and leases			$	31,148,683					$	989,708					4.20		%				$	26,368,922					$	910,993					4.58		%
Investment securities:
U.S. Treasury			401,666						2,853						0.95						1,062,901						18,529						2.33
Government agency			655,097						6,883						1.40						434,097						10,084						3.10
Mortgage-backed securities			7,224,224						87,475						1.61						5,075,959						84,855						2.23
Corporate bonds			332,029						12,692						5.10						147,579						5,780						5.22
Other investments			161,824						3,653						3.02						130,812						1,552						1.59
Total investment securities			8,774,840						113,556						1.73						6,851,348						120,800						2.35
Overnight investments			2,228,338						5,828						0.35						1,253,544						20,820						2.22
Total interest-earning assets			42,151,861						1,109,092						3.48						34,473,814						1,052,613						4.05
Cash and due from banks			351,334																		277,736
Premises and equipment			1,258,147																		1,214,960
Allowance for credit losses			(206,737)																		(227,081)
Other real estate owned			53,871																		46,488
Other assets			1,225,569																		984,274
Total assets			$	44,834,045																	$	36,770,191
Liabilities
Interest-bearing deposits:
Checking with interest			$	8,665,758					$	4,380					0.07		%				$	7,467,762					$	4,457					0.08		%
Savings			2,837,867						911						0.04						2,606,781						1,260						0.06
Money market accounts			7,583,359						19,262						0.34						5,950,591						16,249						0.37
Time deposits			3,454,438						31,025						1.20						3,248,768						31,854						1.31
Total interest-bearing deposits			22,541,422						55,578						0.33						19,273,902						53,820						0.37
Securities sold under customer repurchase agreements			614,920						1,236						0.27						542,618						1,516						0.37
Other short-term borrowings			67,522						1,052						2.05						21,335						481						2.99
Long-term borrowings			1,164,475						19,831						2.24						366,850						9,900						3.56
Total interest-bearing liabilities			24,388,339						77,697						0.42						20,204,705						65,717						0.43
Noninterest-bearing deposits			16,071,414																		12,582,869
Other liabilities			477,647																		437,199
Shareholders’ equity			3,896,645																		3,545,418
Total liabilities and shareholders’ equity			$	44,834,045																	$	36,770,191
Interest rate spread															3.06		%																3.62		%
Net interest income and net yield on interest-earning assets									$	1,031,395					3.23		%										$	986,896					3.80		%

Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans held for sale. Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming statutory federal income tax rate of 21.0%, as well as state income tax rate of 3.4%, for both the nine months ended September 30, 2020 and September 30, 2019. The taxable-equivalent adjustment was $1.9 million and $2.7 million for the nine months ended September 30, 2020 and September 30, 2019, respectively.

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Table 4

CHANGES IN CONSOLIDATED TAXABLE EQUIVALENT NET INTEREST INCOME

			Three months ended September 30, 2020																		Nine months ended September 30, 2020
			Change from prior year period due to:																		Change from prior year period due to:
(Dollars in thousands)			Volume(1)						Yield/Rate(1)						Total Change						Volume(1)						Yield/Rate(1)						Total Change
Assets
Loans and leases			$	70,257					$	(48,944)					$	21,313					$	166,172					$	(87,457)					$	78,715
Investment securities:
U.S. Treasury			(889)						(3,876)						(4,765)						(11,531)						(4,145)						(15,676)
Government agency			(309)						(3,098)						(3,407)						5,134						(8,335)						(3,201)
Mortgage-backed securities			16,028						(15,683)						345						38,131						(35,511)						2,620
Corporate bonds			4,334						187						4,521						7,224						(312)						6,912
Other investments			(164)						267						103						362						1,739						2,101
Total investment securities			19,000						(22,203)						(3,203)						39,320						(46,564)						(7,244)
Overnight investments			8,544						(14,938)						(6,394)						16,203						(31,195)						(14,992)
Total interest-earning assets			$	97,801					$	(86,085)					$	11,716					$	221,695					$	(165,216)					$	56,479
Liabilities
Interest-bearing deposits:
Checking with interest			$	380					$	(520)					$	(140)					$	704					$	(781)					$	(77)
Savings			85						(299)						(214)						110						(459)						(349)
Money market accounts			2,169						(5,145)						(2,976)						4,407						(1,394)						3,013
Time deposits			(1,213)						(3,726)						(4,939)						1,934						(2,763)						(829)
Total interest-bearing deposits			1,421						(9,690)						(8,269)						7,155						(5,397)						1,758
Securities sold under customer repurchase agreements			178						(325)						(147)						199						(479)						(280)
Other short-term borrowings			(203)						—						(203)						681						(110)						571
Long-term borrowings			7,717						(4,316)						3,401						14,003						(4,072)						9,931
Total interest-bearing liabilities			9,113						(14,331)						(5,218)						22,038						(10,058)						11,980
Change in net interest income			$	88,688					$	(71,754)					$	16,934					$	199,657					$	(155,158)					$	44,499
(1) The rate/volume variance is allocated proportionally between the changes in volume and rate.

RESULTS OF OPERATIONS

Net Interest Income and Margin (Taxable-Equivalent Basis)

Third Quarter 2020 compared to Third Quarter 2019

The taxable-equivalent net interest income for the third quarter of 2020 totaled $354.3 million, an increase of $16.9 million, or 5.0%, compared to the third quarter of 2019. The increase in net interest income was primarily due to an increase of $21.3 million in interest earned on loans due to loan growth and lower interest expense on deposits of $8.3 million, partially offset by a decrease in interest earned on overnight investments of $6.4 million. Interest and fee income related to SBA-PPP loans totaled $29.8 million in the third quarter of 2020.

The taxable-equivalent NIM was 3.06% in the third quarter of 2020, a decrease of 71 basis points from the same quarter in the prior year. The primary drivers of the margin decline were lower yields on interest-earning assets, partially offset by a decline in the rates paid on interest-bearing deposits, largely in time deposits and money market accounts, and borrowings.

Average interest-earning assets increased by $10.32 billion to $45.62 billion, compared to the third quarter of 2019. The primary drivers for this change were higher average loan balances, which increased $5.72 billion, due to contributions from loans originated under the SBA-PPP as well as recent acquisitions and organic loan growth, higher average investment securities of $2.97 billion and higher average overnight investments of $1.63 billion. The yield on interest-earning assets decreased by 82 basis points to 3.24% when compared to the third quarter of 2019. The yield on loans and leases decreased to 4.06%, or by 55 basis points, primarily due to lower yields on commercial and home equity loans as a result of downward rate resets on variable rate loans and lower rates on originations. The yield on overnight investments and investment securities decreased by 199 basis points and 82 basis points, respectively. The yield decrease on overnight investments was primarily due to a lower federal funds rate, while lower yields on investment securities were primarily due to yield declines in government agency and mortgage-backed securities.

Average interest-bearing liabilities increased by $5.04 billion to $25.59 billion, compared to the third quarter of 2019. This increase was primarily due to an increase in average interest-bearing deposit balances of $4.01 billion driven by contributions from organic deposit growth including SBA-PPP deposits, and recent acquisitions, as well as an increase in average long-term borrowings of $872.3 million.

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Rates on interest-bearing liabilities decreased by 18 basis points to 0.32%, primarily due to decreased rates paid on borrowings and time deposits, checking with interest deposits, and money market accounts.

Nine Months of 2020 compared to Nine Months of 2019

The taxable-equivalent net interest income for the nine months ended September 30, 2020, was $1.03 billion, an increase of $44.5 million, or 4.5%, compared to the same period of 2019. The increase in net interest income was primarily due to an increase of $78.7 million in interest earned on loans primarily due to loan growth, partially offset by a decrease in interest earned on overnight investments of $15.0 million as well as an increase in total interest expense of $12.0 million. Interest and fee income related to SBA-PPP loans totaled $47.9 million in the first nine months of 2020.

The taxable-equivalent NIM was 3.23% for the nine months ended September 30, 2020, a decrease of 57 basis points from the same period of 2019. The primary drivers of the margin decline were lower yields on interest-earning assets coupled with increased borrowings, partially offset by a decline in the rates paid on interest-bearing deposits, largely in time deposits and money market accounts.

Average year-to-date interest-earning assets for the nine months ended September 30, 2020, increased by $7.68 billion to $42.15 billion, compared to the same period in 2019. This increase was primarily due to a $4.78 billion increase in average outstanding loans due the impact of growth from SBA-PPP loans, as well as recent acquisitions and organic loan growth. This increase was coupled with increases in average investment securities of $1.92 billion, primarily consisting of mortgage-backed securities, and average overnight investments of $974.8 million. The yield on interest-earning assets decreased by 57 basis points to 3.48% for the nine months ended September 30, 2020, compared to the same period in 2019. The yield on loans and leases decreased by 38 basis points primarily due to decreases in yields on commercial and residential loans. The yield on overnight investments and the investment securities portfolio decreased by 187 basis points and 62 basis points, respectively. The lower federal funds rate was the primary driver for the yield decrease on overnight investments, while the accelerated prepayments on mortgage-backed securities with reinvestment at lower yields were the primary drivers of the investment securities yield decline.

Average year-to-date interest-bearing liabilities for the nine months ended September 30, 2020 increased by $4.18 billion to $24.39 billion, compared to the same period in 2019. This increase was primarily due to a $3.27 billion increase in average interest-bearing deposit balances driven by SBA-PPP related deposits, as well as recent acquisitions and organic growth. The rate paid on interest-bearing deposits decreased by 4 basis points due primarily to decreased rates on time deposits, checking with interest deposits and money market accounts. The rate paid on interest-bearing liabilities decreased by 1 basis points to 0.42% for the nine months ended September 30, 2020 compared to same period in 2019.

Provision for Credit Losses

BancShares recorded net provision expense of $4.0 million for the three months ended September 30, 2020 compared to $6.8 million for the same period in 2019. This was due to stabilization in the macroeconomic forecasts, limited movement in credit quality metrics and continued low net charge-offs. For the nine months ended September 30, 2020, BancShares recorded a net provision expense of $52.9 million, compared to $23.7 million for same period in 2019. This increase was primarily COVID-19 related reserve build of $36.1 million as loss estimates consider the potential impact of slower economic activity and elevated unemployment, as well as potential mitigants due to government stimulus and loan accommodations.

Noninterest Income

Table 6

NONINTEREST INCOME

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Service charges on deposit accounts			$	20,841					$	27,112					$	64,776					$	77,967
Wealth management services			26,369						25,212						75,152						74,786
Cardholder services, net			19,756						15,957						55,503						51,069
Other service charges and fees			7,892						8,237						22,829						23,823
Merchant services, net			6,763						6,034						18,014						18,324
Mortgage income			13,106						7,438						28,141						16,134
Insurance commissions			3,576						2,960						10,453						9,105
ATM income			1,537						1,635						4,354						4,771
Marketable equity securities (losses) gains, net			(2,701)						(967)						10,461						13,505
Realized gains on investment securities available for sale, net			21,425						1,136						54,972						6,855
Other			2,008						6,176						5,330						15,129
Total noninterest income			$	120,572					$	100,930					$	349,985					$	311,468

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Noninterest income is an essential component of our total revenue and is critical to our profitability level. The primary sources of noninterest income consist of fees and service charges generated from deposit accounts, cardholder and merchant services, wealth management services, and mortgage lending and servicing.

Noninterest income for the third quarter of 2020 was $120.6 million, compared to $100.9 million for the same period of 2019, an increase of $19.6 million, or 19.5%. The most significant components of the change were as follows:

•Gains on sales of investment securities available for sale increased by $20.3 million.

•Mortgage income increased by $5.7 million primarily due to origination volume brought about by lower mortgage rates.

•Cardholder services income increased by $3.8 million primarily due to a decline in credit card reward redemptions driven by COVID-19, as well as an increase in transaction volume particularly by business customers.

•Service charges on deposit accounts declined by $6.3 million primarily due to decreased customer activity and fees waived to aid our customers during the COVID-19 pandemic.

Noninterest income was $350.0 million for the first nine months of 2020, compared to $311.5 million for the same period of 2019, an increase of $38.5 million, or 12.4%. The most significant components of the change were as follows:

•Gains on sales of investment securities available for sale increased by $48.1 million.

•Mortgage income increased by $12.0 million primarily due to origination volume brought about by lower mortgage rates. The production-related income was partially offset by mortgage servicing rights impairment of $4.3 million recorded due to declining mortgage rates.

•Cardholder services income increased $4.4 million primarily due to a decline in credit card reward redemptions driven by COVID-19, as well as an increase in transaction volume particularly by business customers.

•Service charges on deposit accounts declined by $13.2 million primarily due to decreased customer activity and fees waived to aid our customers during the COVID-19 pandemic.

•Other noninterest income decreased $9.8 million primarily due to acquired recoveries on PCD loans, formerly reported in noninterest income, now being recorded as a component of the allowance for credit losses.

Noninterest Expense

Table 7

NONINTEREST EXPENSE

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Salaries and wages			$	147,297					$	137,841					$	439,185					$	406,788
Employee benefits			31,788						28,358						100,663						91,090
Occupancy expense			27,990						28,163						85,026						82,810
Equipment expense			29,430						28,770						86,054						83,999
Processing fees paid to third parties			11,927						7,250						32,485						20,980
FDIC insurance expense			2,167						2,440						9,364						7,857
Collection and foreclosure-related expenses			2,168						3,044						10,171						9,725
Merger-related expenses			3,507						3,892						12,108						9,695
Telecommunications expense			3,197						2,391						8,985						6,825
Consultant expense			2,936						2,764						9,223						9,284
Advertising expense			2,396						2,937						7,045						8,431
Core deposit intangible amortization			3,468						4,049						10,999						12,529
Other			23,391						18,526						72,004						61,466
Total noninterest expense			$	291,662					$	270,425					$	883,312					$	811,479

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The primary components of noninterest expense are salaries and related employee benefits, occupancy and equipment expense.

Noninterest expense was $291.7 million during the third quarter of 2020, compared to $270.4 million for the same period in 2019, an increase of $21.2 million, or 7.9%. The most significant components of the change were as follows:

•Personnel expense increased $12.9 million primarily due to an increase in salaries and wages as a result of merit increases and additional headcount from recent acquisitions.

•Other noninterest expense increased $4.9 million primarily due to higher write-downs on OREO properties and increased pension costs due to a lower discount rate.

•Processing fees paid to third parties increased $4.7 million primarily due to the expansion of digital banking offerings as well as processing fees related to recent acquisitions.

Noninterest expense was $883.3 million for the first nine months of 2020, compared to $811.5 million for the same period in 2019, an increase of $71.8 million, or 8.9%. The most significant components of the change were as follows:

•Personnel expense increased by $42.0 million primarily due to an increase in salaries and wages as a result of merit increases and additional headcount from recent acquisitions.

•Processing fees paid to third parties increased $11.5 million primarily due to the expansion of digital banking offerings as well as processing fees related to recent acquisitions.

•Other noninterest expense increased $10.5 million primarily due to higher provision related to unfunded loan commitments as a result of the potential economic impact of COVID-19 and increased pension costs due to a lower discount rate.

•Merger-related expenses increased $2.4 million primarily due to costs related to Entegra.

•Occupancy expense increased $2.2 million primarily due to cleaning and sanitizing efforts in branches and corporate buildings to combat the spread of COVID-19.

•Telecommunications expense increased $2.2 million primarily due to equipment upgrades to increase network capacity to facilitate remote access as corporate employees continue to work from home.

Income Taxes

Income tax expense was $35.8 million and $35.4 million for the third quarter of 2020 and 2019, respectively, representing effective tax rates of 20.1% and 22.1% during the periods. Income tax expense was $89.5 million and $105.0 million for the nine months ended September 30, 2020 and 2019, respectively, representing effective tax rates of 20.2% and 22.8% during the periods.

The effective tax rates for the third quarter and first nine months of 2020 were favorably impacted by $3.5 million and $10.4 million, respectively, due to BancShares’ decision in the second quarter to utilize an allowable alternative for computing its 2020 federal income tax liability. Without this alternative, the effective tax rate would have been approximately 22.0% and 22.6% for the third quarter and first nine months of 2020, respectively. The allowable alternative provides BancShares the ability to use the federal income tax rate for certain current year deductible amounts related to prior year FDIC-assisted acquisitions that was applicable when these amounts were originally subjected to tax.

We monitor and evaluate the potential impact of current events on the estimates used to establish income tax expenses and income tax liabilities. On a periodic basis, we evaluate our income tax positions based on current tax law, positions taken by various tax auditors within the jurisdictions where BancShares is required to file income tax returns, as well as potential or pending audits or assessments by tax auditors.

INTEREST-EARNING ASSETS

Interest-earning assets include investment securities, loans and leases, and overnight investments, all of which reflect varying interest rates based on the risk level and repricing characteristics of the underlying asset. Riskier investments typically carry a higher interest rate but expose us to higher levels of market risk. We strive to maintain a high level of interest-earning assets relative to total assets, while keeping non-earning assets at a minimum.

Interest-earning assets totaled $45.96 billion and $37.23 billion at September 30, 2020 and December 31, 2019, respectively. The $8.73 billion increase was primarily composed of a $3.96 billion increase in loans and leases, a $2.69 billion increase in investment securities and a $2.03 billion increase in overnight investments.

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Investment Securities

The primary objective of the investment portfolio is to generate incremental income by deploying excess funds into securities with minimal liquidity and credit risk, and low to moderate interest rate risk. Other objectives include acting as a stable source of liquidity, serving as a tool for asset and liability management and maintaining an interest rate risk profile compatible with BancShares’ objectives. Additionally, purchases of equities and corporate bonds in other financial institutions have been made largely under a long-term earnings optimization strategy. Changes in the total balance of our investment portfolio result from trends in balance sheet funding and market performance. Generally, when inflows arising from deposit and treasury services products exceed loan and lease demand, we invest excess funds into the securities portfolio and into overnight investments. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow overnight investments to decline and use proceeds from maturing securities and prepayments to fund loan demand. See Note C - Investments for additional disclosures.

The carrying value of investment securities totaled $9.86 billion at September 30, 2020, an increase of $2.69 billion compared to December 31, 2019. The increase in the portfolio was primarily attributable to deposit growth outpacing loan growth for the period, resulting in investment securities purchases of $8.80 billion, partially offset by sales of $4.22 billion and maturities and paydowns of $2.04 billion.

As part of the adoption of ASC 326, BancShares evaluated its portfolios of held to maturity and available for sale debt securities to determine the need to record a related allowance for credit losses. See Note A - Accounting Policies and Basis for Presentation for more detail on our policies and adoption. As of January 1, 2020, no allowance for credit losses was required for available for sale and held to maturity debt securities.

Available for sale securities are reported at fair value and unrealized gains and losses are included as a component of accumulated other comprehensive income (“AOCI”), net of deferred taxes. As of September 30, 2020, investment securities available for sale had a net pre-tax unrealized gain of $135.2 million, compared to a net pre-tax unrealized gain of $7.5 million as of December 31, 2019. Management evaluated the available for sale securities in an unrealized loss position and concluded that the unrealized losses relate to changes in interest rates relative to when the securities were purchased, and therefore, no allowance for credit losses was needed at September 30, 2020.

BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities. Given the consistently strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no allowance for credit losses was needed at September 30, 2020.

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Table 8

INVESTMENT SECURITIES

			September 30, 2020																		December 31, 2019
(Dollars in thousands)			Composition(1)						Cost						Fair value						Composition(1)						Cost						Fair value
Investment securities available for sale
U.S. Treasury			6.6		%				$	654,588					$	654,762					5.7		%				$	409,397					$	409,999
Government agency			6.6						659,260						654,941						9.5						684,085						682,772
Residential mortgage-backed securities			61.4						5,968,192						6,069,668						73.4						5,269,060						5,267,090
Commercial mortgage-backed securities			11.1						1,058,640						1,090,210						5.3						373,105						380,020
Corporate bonds			5.6						543,868						550,207						2.8						198,278						201,566
State, county and municipal			—						—						—						1.7						118,227						118,227
Total investment securities available for sale			91.3						8,884,548						9,019,788						98.4						7,052,152						7,059,674
Investment in marketable equity securities			0.9						100,408						93,074						1.2						59,262						82,333
Investment securities held to maturity
Residential mortgage-backed securities			6.4						614,489						627,394						—						—						—
Commercial mortgage-backed securities			1.3						130,987						131,602						—						—						—
Other			0.1						2,256						2,256						0.4						30,996						30,996
Total investment securities held to maturity			7.8						747,732						761,252						0.4						30,996						30,996
Total investment securities			100.0		%				$	9,732,688					$	9,874,114					100.0		%				$	7,142,410					$	7,173,003
(1) Calculated as a percent of the total fair value of investment securities.

Loans and Leases

Loans for held for sale were $120.3 million at September 30, 2020, a net increase of $52.4 million since December 31, 2019. The increase is primarily due to originations of $775.9 million driven by low interest rates, partially offset by sales of $743.5 million.

Loans and leases held for investment were $32.85 billion at September 30, 2020, a net increase of $3.96 billion, representing annualized growth of 18.3% since December 31, 2019. This increase was driven by a $4.03 billion net increase in the non-PCD portfolio offset by a $62.8 million net decrease in the PCD loan portfolio. The net increase in the non-PCD portfolio was due to $3.11 billion related to SBA-PPP loans as well as organic growth primarily in our commercial segments. The net decrease in PCD loans was primarily due to pay downs and pay-offs, partially offset by a $19.0 million increase from the adoption of ASC 326. Excluding 2020 loans related to SBA-PPP loans, total loans grew by 3.9% on an annualized basis.

BancShares reports non-PCD and PCD loan portfolios separately, and the non-PCD portfolio is further divided into commercial and consumer segments. Non-PCD loans and leases at September 30, 2020 were $32.35 billion compared to $28.32 billion at December 31, 2019, representing 98.5% and 98.1% of total loans, respectively. PCD loans at September 30, 2020 were $495.9 million, compared to $558.7 million of PCI loans at December 31, 2019, representing 1.5% and 1.9% of loans, respectively.

The discount related to acquired non-PCD loans and leases at September 30, 2020 and non-PCI loans and leases at December 31, 2019 was $23.0 million and $30.9 million, respectively. The discount related to PCD loans at September 30, 2020 and PCI loans at December 31, 2019 was $49.2 million and $88.2 million, respectively. The primary driver of the decrease in PCD discount is the adoption of ASC 326, which resulted in a reclassification of the credit portion of the loan discount to the ACL of $19.0 million.

During the three months ended September 30, 2020 and 2019, accretion income on purchased non-PCD loans and leases was $2.8 million and $3.6 million, respectively. During the three months ended September 30, 2020 and 2019, interest and accretion income on purchased PCD loans and leases was $15.0 million and $16.5 million, respectively.

During the nine months ended September 30, 2020 and 2019, accretion income on purchased non-PCD loans and leases was $7.8 million and $10.3 million, respectively. During the nine months ended September 30, 2020 and 2019, interest and accretion income on purchased PCD loans and leases was $48.0 million and $46.1 million, respectively.

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Table 9

LOANS AND LEASES

(Dollars in thousands)			September 30, 2020
Commercial:
Construction and land development			$	1,054,186
Owner occupied commercial mortgage			10,683,822
Non-owner occupied commercial mortgage			2,965,904
Commercial and industrial and leases			4,797,344
SBA-PPP			3,112,676
Total commercial loans			22,613,932
Consumer:
Residential mortgage			5,463,646
Revolving mortgage			2,145,506
Construction and land development			347,850
Consumer auto			1,234,196
Consumer other			544,136
Total consumer loans			9,735,334
Total non-PCD loans and leases			32,349,266
PCD loans			495,878
Total loans and leases			32,845,144
Less allowance for credit losses			(223,936)
Net loans and leases			$	32,621,208

(Dollars in thousands)									December 31, 2019
Commercial:
Construction and land development									$	1,013,454
Commercial mortgage									12,282,635
Other commercial real estate									542,028
Commercial and industrial and leases									4,403,792
Other									310,093
Total commercial loans									18,552,002
Noncommercial:
Residential mortgage									5,293,917
Revolving mortgage									2,339,072
Construction and land development									357,385
Consumer									1,780,404
Total noncommercial loans									9,770,778
Total non-PCI loans and leases									28,322,780
PCI loans									558,716
Total loans and leases									28,881,496
Less allowance for loan and lease losses									(225,141)
Net loans and leases									$	28,656,355

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ALLOWANCE FOR CREDIT LOSSES (“ACL”)

The ACL was $223.9 million at September 30, 2020, representing a decrease of $1.2 million since December 31, 2019. The ACL as a percentage of total loans and leases was 0.68% at September 30, 2020, compared to 0.78% December 31, 2019. The ACL as a percentage of loans and leases excluding SBA-PPP loans, which have no recorded ACL, was 0.75% at September 30, 2020.

Upon adoption of ASC 326 on January 1, 2020, BancShares recorded a net decrease of $37.9 million in the ACL which included a decrease of $56.9 million in the ACL on non-PCD loans, partially offset by an increase of $19.0 million in the ACL on PCD loans. The decrease in the ACL on non-PCD loans was primarily in the commercial segments as these portfolios have exhibited strong historical credit performance and have relatively short average lives. This decrease was partially offset by an increase in the consumer segments due to their longer average lives. The increase in the ACL on PCD loans was primarily the result of reallocating credit discount from loan balances into ACL.

The ACL is calculated using a variety of factors, including, but not limited to, charge-off and recovery activity, loan growth, changes in macroeconomic factors, collateral type, estimated loan life and changes in credit quality. For the period ended September 30, 2020 the primary reason for the ACL change since the adoption of ASC 326, was a $36.1 million reserve build due to the potential economic impact of COVID-19 and its estimated impact on credit losses. Forecasted economic conditions are developed using third party macroeconomic scenarios adjusted based on management’s expectations over a forecast period of two years. Assumptions revert to long term historic averages over a one year period. Significant macroeconomic factors used in estimating the expected losses include unemployment, gross domestic product, home price index and commercial real estate index. Our model results consider baseline, adverse and upside scenarios. To calculate the ACL, we utilized the baseline scenario, which includes improvements to the most significant assumptions and impact from government stimulus. This result was calibrated using management’s expectation of borrower performance based upon COVID-19 residual risk by industry and geography. These loss estimates were also influenced by BancShares strong credit quality, low net charge-offs and recent credit trends, which remained stable through the quarter ended September 30, 2020.

At September 30, 2020, the ACL allocated to non-PCD loans and leases was $198.8 million, or 0.61% of non-PCD loans and leases, compared to $217.6 million, or 0.77%, at December 31, 2019. The ACL as a percentage of non-PCD loans and leases excluding SBA-PPP loans was 0.68 at September 30, 2020. The decrease of 16 basis points since December 31, 2019 was primarily due to the adoption of ASC 326, partially offset by the forecasted potential economic impact of the COVID-19 pandemic on expected credit losses. The adoption of ASC 326 resulted in a decrease of 18 basis points, while the COVID-19 impact resulted in an increase of 11 basis points.

At September 30, 2020, the ACL for PCD loans totaled $25.1 million compared to $7.5 million at December 31, 2019. The increase was primarily due the adoption of ASC 326.

Net charge-offs for loans and leases were $2.6 million during the third quarter of 2020, compared to $6.5 million during the third quarter of 2019. On an annualized basis, total net charge-offs as a percentage of total average loans and leases was 0.03% and 0.10% for the third quarter of 2020 and 2019, respectively. The net charge-off ratio was 0.07% and 0.10% for the nine months ended September 30, 2020 and 2019, respectively. The ACL as of September 30, 2020, excluding SBA-PPP loans, covered approximately 9.4 times annualized year to date net charge-offs compared to 6.5 times at January 1, 2020 CECL adoption.

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Table 10

ALLOWANCE FOR CREDIT LOSSES

			Three months ended September 30, 2020
(Dollars in thousands)			Construction and land development - commercial						Owner occupied commercial mortgage						Non-owner occupied commercial mortgage						Commercial and industrial and leases						Residential mortgage						Revolving mortgage						Construction and land development - consumer						Consumer auto						Consumer other						PCD						Total
Allowance for credit losses:
Balance at July 1			$	6,906					$	22,489					$	22,149					$	24,633					$	42,872					$	26,640					$	1,640					$	8,898					$	39,295					$	26,928					$	222,450
Provision (credits)			120						625						667						3,381						837						(958)						(54)						708						1,341						(2,625)						4,042
Charge-offs			—						(87)						—						(3,241)						(253)						(359)						—						(824)						(3,673)						(495)						(8,932)
Recoveries			264						65						10						1,999						275						336						23						401						1,684						1,319						6,376
Balance at September 30			$	7,290					$	23,092					$	22,826					$	26,772					$	43,731					$	25,659					$	1,609					$	9,183					$	38,647					$	25,127					$	223,936
			Three months ended September 30, 2019
(Dollars in thousands)			Construction and land development - commercial						Commercial mortgage						Other commercial real estate						Commercial and industrial and leases						Other						Residential mortgage						Revolving mortgage						Construction and land development - consumer						Consumer						PCI						Total
Balance at July 1			$	31,944					$	48,962					$	2,342					$	56,901					$	2,183					$	16,932					$	21,121					$	2,750					$	35,105					$	8,343					$	226,583
Provision (credits)			208						(1,337)						(90)						4,714						54						1,024						(153)						148						3,674						(1,476)						6,766
Charge-offs			(116)						(1)						—						(3,047)						(42)						(313)						(534)						—						(5,594)						—						(9,647)
Recoveries			52						226						—						611						20						68						201						—						1,945						—						3,123
Balance at September 30			$	32,088					$	47,850					$	2,252					$	59,179					$	2,215					$	17,711					$	20,635					$	2,898					$	35,130					$	6,867					$	226,825
			Nine months ended September 30, 2020
(Dollars in thousands)			Construction and land development - commercial						Owner occupied commercial mortgage						Non-owner occupied commercial mortgage						Commercial and industrial and leases						Residential mortgage						Revolving mortgage						Construction and land development - consumer						Consumer auto						Consumer other						PCD						Total
Balance at December 31			$	33,213					$	36,444					$	11,102					$	61,610					$	18,232					$	19,702					$	2,709					$	4,292					$	30,301					$	7,536					$	225,141
Adoption of ASC 326			(31,061)						(19,316)						460						(37,637)						17,118						3,665						(1,291)						1,100						10,037						19,001						(37,924)
Balance at January 1			$	2,152					$	17,128					$	11,562					$	23,973					$	35,350					$	23,367					$	1,418					$	5,392					$	40,338					$	26,537					$	187,217
Provision (credits)			4,876						6,011						11,165						10,802						9,339						2,557						209						5,708						7,253						(4,971)						52,949
Initial allowance on PCD loans			—						—						—						—						—						—						—						—						—						1,193						1,193
Charge-offs			(138)						(407)						(8)						(12,159)						(1,513)						(1,439)						(70)						(3,023)						(13,490)						(3,010)						(35,257)
Recoveries			400						360						107						4,156						555						1,174						52						1,106						4,546						5,378						17,834
Balance at September 30			$	7,290					$	23,092					$	22,826					$	26,772					$	43,731					$	25,659					$	1,609					$	9,183					$	38,647					$	25,127					$	223,936
			Nine months ended September 30, 2019
(Dollars in thousands)			Construction and land development - commercial						Commercial mortgage						Other commercial real estate						Commercial and industrial and leases						Other						Residential mortgage						Revolving mortgage						Construction and land development - non - commercial						Consumer						PCI						Total
Balance at January 1			$	35,270					$	43,451					$	2,481					$	55,620					$	2,221					$	15,472					$	21,862					$	2,350					$	35,841					$	9,144					$	223,712
Provision (credits)			(3,217)						4,748						(230)						10,138						(618)						2,903						(272)						548						11,991						(2,277)						23,714
Charge-offs			(188)						(851)						—						(8,327)						(73)						(957)						(1,990)						—						(18,017)						—						(30,403)
Recoveries			223						502						1						1,748						685						293						1,035						—						5,315						—						9,802
Balance at September 30			$	32,088					$	47,850					$	2,252					$	59,179					$	2,215					$	17,711					$	20,635					$	2,898					$	35,130					$	6,867					$	226,825

The reserve for unfunded loan commitments was $14.0 million and $1.1 million at September 30, 2020 and December 31, 2019, respectively. The increase was primarily due to increases in the scope of off-balance sheet exposures considered due to the provisions of ASC 326.

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Table 11

ALLOWANCE FOR CREDIT LOSSES RATIOS

			Three months ended September 30												Nine months ended September 30
(Dollars in thousands)			2020						2019						2020						2019
Average loans and leases:
PCD			$	512,559					$	530,390					$	529,819					$	551,065
Non-PCD			32,065,084						26,379,156						30,525,411						25,762,098
Loans and leases at period-end:
PCD			495,878						513,589						495,878						513,589
Non-PCD			32,349,266						26,682,922						32,349,266						26,682,922
Allowance for credit losses allocated to:
PCD			25,127						6,867						25,127						6,867
Non-PCD			198,809						219,958						198,809						219,958
Total			$	223,936					$	226,825					$	223,936					$	226,825
Net charge-offs (recoveries) to average loans and leases:
PCD			(0.64)		%				—		%				(0.60)		%				—		%
Non-PCD			0.04						0.10						0.09						0.11
Total			0.03						0.10						0.07						0.10
Allowance for credit losses to total loans and leases(1):
PCD			5.07						1.34						5.07						1.34
Non-PCD			0.61						0.82						0.61						0.82
Total			0.68						0.83						0.68						0.83
(1) Loans originated in relation to the SBA-PPP ($3.11 billion as of September 30, 2020) do not have a recorded ACL. As of September 30, 2020, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans is 0.68% while the ratio of ACL to total loans excluding SBA-PPP loans is 0.75%.

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NONPERFORMING ASSETS

Nonperforming assets include nonaccrual loans and leases and other real estate owned (“OREO”). At September 30, 2020, BancShares’ nonperforming assets totaled $239.2 million, an increase of $71.0 million since December 31, 2019.

Nonaccrual loans and leases at September 30, 2020 were $186.5 million, reflecting an increase of $64.8 million since December 31, 2019. Nonaccrual loans and leases as a percentage of total loans and leases was 0.57% and 0.42% at September 30, 2020 and December 31, 2019, respectively. Contributing to this increase was the dissolution of PCI loan pools under the adoption of ASC 326 as those nonaccrual loans within performing PCI pools were previously excluded from reporting. As of September 30, 2020, there were $27.5 million of nonaccrual loans that had been released from performing PCI pools. The remaining increase in nonaccrual loans was primarily due to increases within our acquired loan portfolios. The credit quality of the portfolio remains in line with our risk tolerances and management is actively monitoring any potential increases in portfolio risk due to COVID-19. At September 30, 2020, OREO totaled $52.8 million, representing an increase of $6.2 million since December 31, 2019 due primarily to additions of OREO through acquisitions of $9.3 million. Nonperforming assets as a percentage of total loans was 0.73% as of September 30, 2020 compared to 0.58% as of December 31, 2019. The additional PCI nonaccrual loans and acquired OREO resulted in an increase of 11 basis points to the nonperforming assets ratio at September 30, 2020.

Table 12

NONPERFORMING ASSETS

			2020																		2019
			Third						Second						First						Fourth						Third
(Dollars in thousands)			Quarter						Quarter						Quarter						Quarter						Quarter
Nonaccrual loans and leases:
Non-PCD			$	130,927					$	135,280					$	121,337					$	114,946					$	108,816
PCD			55,527						62,511						53,234						6,743						829
Other real estate owned			52,789						53,850						55,707						46,591						46,253
Total nonperforming assets			$	239,243					$	251,641					$	230,278					$	168,280					$	155,898
Accruing loans and leases 90 days or more past due
Non-PCD			$	3,587					$	3,644					$	2,933					$	3,291					$	4,247
PCD			—						152						37						24,257						23,287
Ratio of total nonperforming assets to total loans, leases and other real estate owned			0.73		%				0.77		%				0.79		%				0.58		%				0.57		%

TROUBLED DEBT RESTRUCTURINGS

We selectively agree to modify existing loan terms to provide relief to customers who are experiencing financial difficulties or other circumstances that could affect their ability to meet debt obligations. Typical modifications include short-term deferral of interest or modification of payment terms. Troubled debt restructurings (“TDRs”) not accruing interest at the time of restructure are included as nonperforming loans. TDRs accruing at the time of restructure and continuing to perform based on the restructured terms are considered performing loans.

The Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus was published by banking regulators in April 2020 to clarify accounting and reporting expectations for loan modifications in determining TDR designation for borrowers experiencing COVID-19-related financial difficulty. BancShares applied this regulatory guidance during its TDR identification process for short-term loan forbearance agreements as a result of COVID-19, and in most cases, is not recording these as TDRs.

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Table 13

TROUBLED DEBT RESTRUCTURINGS

(Dollars in thousands)			September 30, 2020						December 31, 2019
Accruing TDRs:
Non-PCD			$	141,978					$	111,676
PCD			16,801						17,074
Total accruing TDRs			158,779						128,750
Nonaccruing TDRs:
Non-PCD			41,577						42,331
PCD			6,774						111
Total nonaccruing TDRs			48,351						42,442
All TDRs:
Non-PCD			183,555						154,007
PCD			23,575						17,185
Total TDRs			$	207,130					$	171,192

INTEREST-BEARING LIABILITIES

Interest-bearing liabilities include interest-bearing deposits, securities sold under customer repurchase agreements, FHLB borrowings, subordinated debt, and other borrowings. Interest-bearing liabilities totaled $25.96 billion at September 30, 2020, compared to $22.83 billion at December 31, 2019. The $3.13 billion increase was due to an increase in interest-bearing deposits of $2.51 billion and an increase in total borrowings of $619.0 million.

Deposits

Due to our focus on maintaining a strong liquidity position, core deposit retention remains a key business objective. We believe traditional bank deposit products remain an attractive option for many customers but, as economic conditions improve, we recognize that our liquidity position could be adversely affected as bank deposits are withdrawn and invested elsewhere. Our ability to fund future loan growth is significantly dependent on our success at retaining existing deposits and generating new deposits at a reasonable cost.

At September 30, 2020, total deposits were $42.25 billion, an increase of $7.82 billion, representing annualized growth of 30.3% since December 31, 2019. Excluding SBA-PPP deposits of $1.30 billion, total deposits increased $6.52 billion, or by 25.3% annualized, over the same time period. This organic growth primarily occurred in demand and money market accounts, partially offset by a decline in time deposits.

Table 14

DEPOSITS

(Dollars in thousands)			September 30, 2020						December 31, 2019
Demand			$	18,234,561					$	12,926,796
Checking with interest			9,355,731						8,284,302
Money market			8,371,891						6,817,752
Savings			3,148,114						2,564,777
Time			3,140,309						3,837,609
Total deposits			$	42,250,606					$	34,431,236

Borrowings

At September 30, 2020, total borrowings were $1.95 billion compared to $1.33 billion at December 31, 2019. The $619.0 million increase was primarily due to a subordinated debt issuance that resulted in $341.0 million outstanding, an increase in securities sold under customer repurchase agreements of $250.9 million, and an increase in FHLB borrowings of $83.0 million, partially offset by a decrease in other borrowings of $55.9 million.

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Table 15

BORROWINGS

(Dollars in thousands)			September 30, 2020						December 31, 2019
Securities sold under customer repurchase agreements			$	693,889					$	442,956
Federal Home Loan Bank borrowings			655,179						572,185
Subordinated debt
SCB Capital Trust I			9,769						9,739
FCB/SC Capital Trust II			17,631						17,532
FCB/NC Capital Trust III			88,145						88,145
Capital Trust debentures assumed in acquisitions			14,433						14,433
Other subordinated debt			374,403						33,563
Total subordinated debt			504,381						163,412
Other borrowings			92,456						148,318
Total borrowings			$	1,945,905					$	1,326,871

BancShares owns five special purpose entities – SCB Capital Trust I, FCB/SC Capital Trust II, FCB/NC Capital Trust III, CCBI Capital Trust I, and Macon Capital Trust I (the “Trusts”), which mature in 2036, 2034, 2034, 2036, and 2034, respectively. Subordinated debt included junior subordinated debentures representing obligations to the Trusts, which may be redeemed at par in whole or in part at any time. BancShares has guaranteed all obligations of the Trusts.

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

On March 4, 2020, BancShares completed its public offering of $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due 2030. On March 12, 2020, BancShares issued and sold an aggregate of 13,800,000 depositary shares, each representing a 1/40th interest in a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A Preferred Stock) for a total of $345 million.

The capital raise provided liquidity for general corporate purposes, which may include, but is not limited to, providing capital to support our growth organically or through strategic acquisitions, financing investments and capital expenditures, for funding investments in FCB as regulatory capital, and redeeming or repurchasing our common stock.

The table below shows Class A common stock repurchase activity for the three and nine months ended September 30, 2020 and 2019. All Class A common stock repurchases completed in 2020 and 2019 were consummated under previously approved authorizations. There were no repurchases of Class B common stock or the preferred stock during the three and nine months ended September 30, 2020.

Table 16

CLASS A COMMON STOCK REPURCHASE ACTIVITY

			Three months ended September 30												Nine months ended September 30
($ in thousands, expect per share data)			2020						2019						2020						2019
Number of shares repurchased			117,700						295,900						813,090						744,400
Total cost			$	47,060					$	135,373					$	333,756					$	325,882
Average price per share			$	399.82					$	457.50					$	410.48					$	437.84

Upon expiration of most recent authorization on July 31, 2020, share repurchase activity has ended and will be reevaluated in subsequent periods.

The table below shows activities that caused the change in outstanding Class A common stock over the past five quarters.

Table 17

CHANGES IN SHARES OF CLASS A COMMON STOCK OUTSTANDING

			2020																		2019
			Third						Second						First						Fourth						Third
(in thousands)			Quarter						Quarter						Quarter						Quarter						Quarter
Class A shares outstanding at beginning of period			8,929						9,275						9,624						9,879						10,175
Share repurchases			(118)						(346)						(349)						(255)						(296)
Class A shares outstanding at end of period			8,811						8,929						9,275						9,624						9,879

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We are committed to effectively managing our capital to protect our depositors, creditors and shareholders. We continually monitor the capital levels and ratios for BancShares and FCB to ensure they exceed the minimum requirements imposed by regulatory authorities and to ensure they are appropriate given growth projections, risk profile and potential changes in the regulatory or external environment. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our consolidated financial statements.

In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the unrealized gains and losses on certain assets and liabilities, net of deferred taxes, are included in accumulated other comprehensive loss within shareholders’ equity. These amounts are excluded from shareholders’ equity in the calculation of our capital ratios under current regulatory guidelines.

Table 18

ANALYSIS OF CAPITAL ADEQUACY

			Requirements to be well-capitalized						September 30, 2020												December 31, 2019
(Dollars in thousands)									Amount						Ratio						Amount						Ratio
BancShares
Risk-based capital ratios
Tier 1 risk-based capital			8.00		%				$	3,724,199					11.48		%				$	3,344,305					10.86		%
Common equity Tier 1			6.50						3,384,262						10.43						3,344,305						10.86
Total risk-based capital			10.00						4,445,806						13.70						3,731,501						12.12
Tier 1 leverage ratio(1)			5.00						3,384,262						7.80						3,344,305						8.81
FCB
Risk-based capital ratios
Tier 1 risk-based capital			8.00		%				$	4,165,911					12.83		%				$	3,554,974					11.54		%
Common equity Tier 1			6.50						4,165,911						12.83						3,554,974						11.54
Total risk-based capital			10.00						4,433,018						13.66						3,837,670						12.46
Tier 1 leverage ratio(2)			5.00						4,165,911						8.73						3,554,974						9.38
(1)The SBA-PPP program added $3.11 billion in outstanding loan balances and consequently decreased BancShares’ Tier 1 leverage ratio by 63 bps; BancShares’ Tier 1 leverage ratio would be estimated at 8.43% at September 30, 2020 without the impact the SBA PPP program. (2) The SBA-PPP program added $3.11 billion in outstanding loan balances and consequently decreased FCB’s Tier 1 leverage ratio by 71 bps; FCB’s Tier 1 leverage ratio would be estimated at 9.44% at September 30, 2020 without the impact the SBA PPP program.

As of September 30, 2020, BancShares and FCB continued to exceed minimum capital standards and remained well-capitalized under Basel III guidelines. Trust preferred capital securities continue to be a component of total risk-based capital.

BancShares and FCB had capital conservation buffers of 5.48% and 5.66%, respectively, at September 30, 2020, which exceeded the 2.50% requirement and, therefore, result in no limit on distributions.

RISK MANAGEMENT

Risk is inherent in any business. BancShares has defined a moderate risk appetite, a conservative approach to risk taking, with a philosophy that does not preclude higher risk business activities balanced with acceptable returns while meeting regulatory objectives. Through the comprehensive Enterprise Risk Management Framework and Risk Appetite Framework, senior management has primary responsibility for day-to-day management of the risks we face with accountability of and support from all associates. Senior management applies various strategies to reduce the risks to which BancShares activities may be exposed, with effective challenge and oversight by management committees. In addition, the Board of Directors strives to ensure that the business culture is integrated with the enterprise risk management program and that policies, procedures and metrics for identifying, assessing, measuring, monitoring and managing risk are part of the decision-making process. The Board of Directors’ role in risk oversight is an integral part of our overall Enterprise Risk Management Framework and Risk Appetite Framework. The Board of Directors administers its risk oversight function primarily through the Board Risk Committee.

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The Board Risk Committee structure is designed to allow for information flow, effective challenge and timely escalation of risk-related issues. The Board Risk Committee is directed to monitor and advise the Board of Directors regarding risk exposures, including credit, market, capital, liquidity, operational, compliance, strategic and reputational risks; review, approve, and monitor adherence to the risk appetite and supporting risk tolerance levels via a series of established metrics; and evaluate, monitor and oversee the adequacy and effectiveness of the Risk Management Framework and Risk Appetite Framework. The Board Risk Committee also reviews: reports of examination by and communications from regulatory agencies; the results of internal and third party testing and qualitative and quantitative assessments related to risk management; and any other matters within the scope of the Committee’s oversight responsibilities. The Board Risk Committee monitors management’s response to certain risk-related regulatory and audit issues. In addition, the Board Risk Committee may coordinate with the Audit Committee and the Compensation, Nominations and Governance Committee for the review of financial statements and related risks, information security and other areas of joint responsibility.

In combination with other risk management and monitoring practices, enterprise-wide stress testing activities are part of the Risk Management Framework and conducted within a defined framework. Stress tests are performed for various risks to ensure the financial institution can support continued operations during stressed periods.

In response to COVID-19, BancShares assembled a cross-functional leadership team to identify and manage newly identified risks and provide effective risk oversight through this pandemic. New or elevated risks have been identified in multiple areas, including but not limited to, operational risk, credit risk, market risk, liquidity risk, capital adequacy risk, compliance risk, and financial reporting risk. As such, we have incorporated changes to Item 1A. Risk Factors within this Quarterly Report on Form 10-Q to capture these changes. These new or increased areas of risk are being actively managed by senior leadership, and have been incorporated into reporting for key management committees and regular updates are being provided to the Board of Directors.

Credit risk management

Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and certain investment securities. Loans and leases we originate are underwritten in accordance with our credit policies and procedures and are subject to periodic ongoing reviews. Acquired loans, regardless of whether PCD or non-PCD, are recorded at fair value as of the acquisition date and are subject to periodic reviews to identify any further credit deterioration. Our independent credit review function conducts risk reviews and analyses of both originated and acquired loans to ensure compliance with credit policies and to monitor asset quality trends and borrower financial strength. These reviews include portfolio analysis by geographic location, industry, collateral type and product. We strive to identify potential problem loans as early as possible, to record charge-offs or write-downs as appropriate and to maintain an adequate ACL that accounts for losses inherent in the loan and lease portfolio.

We are actively monitoring our loan portfolio for areas of increased risk as a result of COVID-19. As of September 30, 2020, COVID-19 related loan extensions decreased to approximately $466.6 million in outstanding loan balances, representing approximately $13.4 million in payment deferrals. Through September 30, 2020, over 94% of all COVID-19 related loan extensions have begun repayment. Delinquency trends among loans entering repayment are in line with the remainder of the portfolio. We have not seen significant declines in overall credit quality, though the impact of the SBA-PPP and payment extensions could be delaying signs of credit deterioration.

Additionally, we are participating in the SBA-PPP program, which provided much needed funds to our existing small business customers, and we continue to assess both the credit and operational risks this program presents. BancShares originated approximately 23,000 SBA-PPP loans with an outstanding balance of $3.11 billion at September 30, 2020.

Our ACL estimate for the quarter ended September 30, 2020 included extensive reviews of the changes in credit risk associated with the loan portfolio and uncertainties around economic forecasts and the overall economic impact of COVID-19. Expected loss estimates within each portfolio considered the potential impact of slower economic activity with elevated unemployment, as well as potential mitigating impact from the government stimulus and loan modification programs. These loss estimates additionally considered BancShares industry and geography risk, historically strong credit quality and actual net losses incurred during prior periods of economic stress, as well as recent credit trends, which have not seen significant deterioration from COVID-19 as of September 30, 2020.

Interest rate risk management

Interest rate risk (“IRR”) results principally from: assets and liabilities maturing or repricing at different points in time, assets and liabilities repricing at the same point in time but in different amounts, and short-term and long-term interest rates changing in different magnitudes.

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We assess our short-term IRR by forecasting net interest income over 24 months under various interest rate scenarios and comparing those results to forecasted net interest income, assuming stable rates. IRR scenarios modeled include, but are not limited to, immediate, parallel rate shocks, interest rate ramps, changes in the shape of the yield curve and changes in the relationships of our rates to market rates. Market interest rates declined significantly from year-end driven by economic uncertainty brought on by COVID-19. Net interest income deterioration in down rate shocks will remain muted due to the low absolute value of market interest rates. Assumptions that incorporate customer migration from low rate deposit instruments to intermediate term fixed rate instruments as rates rise have been adjusted based on actual deposit behavior over the last 3 years during a rising rate cycle.

Table 19 provides the impact on net interest income over 24 months resulting from various instantaneous interest rate shock scenarios as of September 30, 2020 and December 31, 2019.

Table 19

NET INTEREST INCOME SENSITIVITY ANALYSIS

						Estimated percentage (decrease) increase in net interest income
Change in interest rate (basis points)						September 30, 2020						December 31, 2019
-100						(3.44)		%				(8.00)		%
+100						8.37						1.30
+200						13.19						0.01

The increased asset sensitivity in net interest income sensitivity metrics as of September 30, 2020 compared to December 31, 2019 continues to be affected by the substantial influx of non-maturity deposits that began in the second quarter of 2020 and continued through the third quarter of 2020.

Long-term interest rate risk exposure is measured using the economic value of equity (“EVE”) sensitivity analysis to study the impact of long-term cash flows on earnings and capital. EVE represents the difference between the sum of the present value of all asset cash flows and the sum of the present value of the liability cash flows. EVE sensitivity analysis involves discounting cash flows of balance sheet items under different interest rate scenarios. Cash flows will vary by interest rate scenario, resulting in variations in EVE. The base-case measurement and its sensitivity to shifts in the yield curve allow management to measure longer-term repricing and option risk in the balance sheet.

Table 20 table presents the EVE profile as of September 30, 2020 and December 31, 2019.

Table 20

ECONOMIC VALUE OF EQUITY MODELING ANALYSIS

						Estimated percentage (decrease) increase in EVE
Change in interest rate (basis points)						September 30, 2020						December 31, 2019
-100						(23.93)		%				(8.25)		%
+100						12.97						(0.03)
+200						16.73						(4.80)

The economic value of equity metrics at September 30, 2020 compared to December 31, 2019 were primarily affected by continued growth in non-maturity deposits of nearly $1.0 billion during the third quarter of 2020 on top of the $6.5 billion increase during the second quarter of 2020. During the third quarter, we implemented assumption changes as a result of an updated core deposit study. We do not typically utilize interest rate swaps, floors, collars or other derivative financial instruments to hedge our overall balance sheet interest rate sensitivity and risk.

Liquidity risk management

Liquidity risk is the risk that an institution will be unable to generate or obtain sufficient cash or its equivalents on a cost-effective basis to meet commitments as they fall due. The most common sources of liquidity risk arise from mismatches in the timing and value of on-balance sheet and off-balance sheet cash inflows and outflows. In general, on-balance sheet mismatches generate liquidity risk when the effective maturity of assets exceeds the effective maturity of liabilities. A commonly cited example of a balance sheet liquidity mismatch is when long-term loans (assets) are funded with short-term borrowings (liabilities). Other forms of liquidity risk include market constraints on the ability to convert assets into cash at expected levels, an inability to access funding sources at sufficient levels at a reasonable cost, and changes in economic conditions or exposure to credit, market, operational, legal and reputation risks that can affect an institution’s liquidity risk profile.

We utilize various limit-based measures to monitor, measure and control three different categories of liquidity risk:

•Tactical - Measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon out to nine weeks;

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•Structural - Measures the amount by which illiquid assets are supported by long-term funding; and

•Contingent - Measures the risk of having insufficient liquidity sources to support cash needs under potential future stressed market conditions or having an inability to access wholesale funding sources in a timely and cost effective manner.

We aim to maintain a diverse mix of liquidity sources to support the liquidity management function, while aiming to avoid funding concentrations by diversifying our external funding with respect to maturities, counterparties and nature. Our primary source of liquidity is our branch-generated retail deposit portfolio due to the generally stable balances and low cost. Additional sources include cash in excess of our reserve requirement at the Federal Reserve Bank, and various other corresponding bank accounts and unencumbered securities, which totaled $8.51 billion at September 30, 2020 compared to $3.57 billion at December 31, 2019. Another source of available funds was advances from the FHLB of Atlanta and Chicago. Outstanding FHLB advances were $655.2 million as of September 30, 2020, and we had sufficient collateral pledged to secure $7.54 billion of additional borrowings from the FHLB of Atlanta. Also, at September 30, 2020, $3.97 billion in non-PCD loans with a lendable collateral value of $3.21 billion were used to create additional borrowing capacity at the Federal Reserve Bank. We also maintain Federal Funds lines and other credit lines, which had $625.0 million of available capacity at September 30, 2020.

CRITICAL ACCOUNTING ESTIMATES

Except as described below, there have been no significant changes in our Critical Accounting Estimates as described in our 2019 Annual Report on Form 10-K.

Allowance for credit losses - The allowance for credit losses on loans and leases replaces the allowance for loan and leases losses as a critical accounting estimate, as of January 1, 2020 with the adoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

The allowance for credit losses represents management’s best estimate of current expected credit losses over the life of the portfolio of loan and leases. Estimating credit losses requires judgment in determining loan specific attributes impacting the borrower’s ability to repay contractual obligations. Other factors such as economic forecasts used to determine a reasonable and supportable forecast, prepayment assumptions, the value of underlying collateral, and changes in size composition and risks within the portfolio are also considered.

The allowance for credit losses is assessed at each balance sheet date and adjustments are recorded in the provision for credit losses. The allowance is estimated based on loan level characteristics using historical loss rates, a reasonable and supportable economic forecast with reversion to historical assumptions. Loan losses are estimated using the fair value of collateral for collateral-dependent loans, or when the borrower is experiencing financial difficulty such that repayment of the loan is expected to be made through the operation or sale of the collateral. Loan balances considered uncollectible are charged-off against the ACL. Recoveries of amounts previously charged-off are credited to the ACL.

PCD assets represent assets that are acquired with evidence of more than insignificant credit quality deterioration since origination at the acquisition date. At acquisition, the allowance for credit losses on PCD assets is booked directly the ACL. Any subsequent changes in the ACL on PCD assets is recorded through the provision for credit losses.

Management believes that the ACL is adequate to absorb the expected life of loan credit losses on the portfolio of loans and leases as of the balance sheet date. Actual losses incurred may differ materially from our estimates. Particularly, the impact of COVID-19 on both borrower credit and the greater macroeconomic environment is uncertain and changes in the duration, spread and severity of the virus will affect our loss experience.

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q and Exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors which include, but are not limited to, factors discussed in our Annual Report on Form 10-K and in other documents filed by us from time to time with the Securities and Exchange Commission.

Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “projects,” “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of BancShares’ management about future events.

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Factors that could influence the accuracy of those forward-looking statements include, but are not limited to, risks, uncertainties and other factors relating to our announced merger with CIT through a series of merger transactions, including the ability to obtain regulatory approvals and meet other closing conditions to the Transaction, such as approval by our shareholders of the issuance of the shares of our common stock to be issued in the First-Step Merger and approval of the Merger Agreement by CIT’s shareholders, and delay in closing the Transaction, as well as risks, uncertainties and other factors relating to the impact of COVID-19 on our business and the economy, the financial success or changing strategies of our customers, customer acceptance of our services, products and fee structure, the competitive nature of the financial services industry, our ability to compete effectively against other financial institutions in our banking markets, actions of government regulators, the level of market interest rates and our ability to manage our interest rate risk, changes in general economic conditions that affect our loan and lease portfolio, the abilities of our borrowers to repay their loans and leases, the values of real estate and other collateral, the impact of our prior acquisitions, the risks discussed in Part II, Item 1A. Risk Factors and other developments or changes in our business that we do not expect. Actual results may differ materially from those expressed in or implied by any forward-looking statements.

Except to the extent required by applicable law or regulation, BancShares undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential economic loss resulting from changes in market prices and interest rates. This risk can either result in diminished current fair values of financial instruments or reduced net interest income in future periods. As of September 30, 2020, BancShares’ market risk profile has changed since December 31, 2019 as discussed in the Form 10-K as a result of the outbreak of COVID-19 during 2020. See section Risk Management within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of changes. Changes in fair value that result from movement in market rates cannot be predicted with any degree of certainty. Therefore, the impact that future changes in market rates will have on the fair values of financial instruments is uncertain.

Item 4.    Controls and Procedures

BancShares’ management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of BancShares’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report, in accordance with Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, as of the end of the period covered by this report, the Chief Executive Officer and the Chief Financial Officer concluded that BancShares’ disclosure controls and procedures were effective to provide reasonable assurance that it is able to record, process, summarize and report in a timely manner the information required to be disclosed in the reports it files under the Exchange Act.

During the first quarter of 2020, BancShares adopted ASC 326 which resulted in a material change to our methodology for estimating credit losses on the loan portfolio. As a result, the Company implemented changes to policies, processes, and controls over estimating the allowance for credit losses. Many of these controls are similar to those previously used for estimating the allowance for loan and lease losses under legacy GAAP, however, there were changes implemented to account for the additional complexity of the credit loss models, review of economic forecasts and other assumptions used in the estimation process.

During the second quarter of 2020, BancShares originated over $3.2 billion of loans as part of the SBA-PPP. As a result, BancShares enhanced existing as well as implemented new controls over financial reporting related to the origination, disbursement, recording and reporting processes involving this portfolio.

Except as noted above, no changes in BancShares’ internal control over financial reporting occurred during the third quarter of 2020 that have materially affected, or are reasonably likely to materially affect, BancShares’ internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

BancShares and various subsidiaries have been named as defendants in various legal actions arising from our normal business activities in which damages in various amounts were claimed. Although the amount of any ultimate liability with respect to those matters cannot be determined, in the opinion of management, no legal actions currently exist that are expected to have a material effect on BancShares’ consolidated financial statements. Additional information relating to legal proceedings is set forth in Note N - Commitments and Contingencies.

Item 1A. Risk Factors

The following paragraphs describe changes in the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019.

An outbreak of COVID-19 has adversely affected BancShares' business, financial condition and results of operations.

A novel strain of coronavirus (“COVID-19”) has spread across most of the world, including the United States beginning in the first quarter of 2020. It has caused severe disruptions to the US economy, regional quarantines, business shutdowns, high unemployment, disruptions to supply chains, and overall economic instability that has adversely impacted the operations, activities and business of BancShares and its customers. Effects have generally been felt across all industries; however, the industries that have been the most negatively impacted to date include hospitality, travel and tourism, retail, medical and dental, and financial services.

In response to the national public health crisis, Federal, State and Local governments continue to impose an array of restrictions on the way all businesses conduct their operations and on our customers, business partners, vendors and employees. These restrictions, along with other economic factors including inflation risks, oil price volatility, and changes in interest rates have and may continue to destabilize financial markets and negatively impact our customers’ business activities and operations, making it difficult for them to satisfy existing debt obligations. They also have led to elevated unemployment and slower consumer spending which in turn will increase our collection risk as deteriorating economic conditions correlate with lower credit quality metrics and higher customer defaults on loans. Economic pressures and uncertainty has and may continue to change consumer and business behaviors, which, in the short and long term, could affect borrowers’ creditworthiness and the demand for loans and other products and services we offer. BancShares is actively monitoring the loan portfolio to identify changes in credit risk within a specific geography, loan class, or within a particular industry concentration. Therefore, provision expense could increase as we incorporate these changes into our estimate on the allowance for credit losses.

Additionally, our operations have experienced disruptions as we operate in a remote working environment for most corporate employees and we have adjusted branch operations and corporate processes. With continued uncertainty around outbreak severity within impacted areas, there may be increased absenteeism, and lost productivity as a result of the remote workforce. We may see an increased incidence of cybersecurity threats or fraud as cyber-criminals look to profit from the disruption and potential strain on information technology and the fear of the general public. There may be disruption in critical third party services as they adjust to the new operating environment. BancShares has a comprehensive business continuity and data security plan in place but may not be able to mitigate all of the issues identified above.

Market volatility and general uncertainty in the capital markets may also impact our business. Our access to capital and liquidity could be limited by market disruptions which could be exacerbated by delays in customer payments or significant withdrawals from customer deposit accounts. In addition, the fair value of our assets and liabilities will be impacted by the changing market environment. This could also increase liquidity and capital adequacy risks, as well as long-lived asset impairment risk.

As the government and its regulatory bodies respond to the crisis, it increases the burden on our associates to quickly respond to changing regulatory guidance. This could increase the risk of noncompliance.

The impacts laid out above and others will be felt across all of the following categories of risk identified by BancShares in our Annual Report on Form 10-K:

•Operational Risk

•Credit Risk

•Market Risk

•Liquidity Risk

•Capital Adequacy Risk

•Compliance Risk

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•Strategic Risk

•Financial Reporting Risk

The effects of the COVID-19 pandemic will heighten specific risk factors and could impact substantially all risk factors described in our Annual Report on Form 10-K under the risk categories listed above. Those effects will adversely affect our business operations and results at least until the outbreak has subsided, and the negative effects on the economy, our customers and our business and results likely will continue to be felt for some time afterwards. The full extent of the impact will depend on future developments that are highly uncertain including the duration and spread of the outbreak, its severity, governmental actions to contain the virus, and the long term economic impact, both globally, as well as in our banking markets, which includes a potential recession. As a result, we currently cannot fully assess the risk and adverse impact of the COVID-19 pandemic, but the effects may have a material impact on our business and financial results and heighten many of the individual risk factors identified in our Annual Report on Form 10-K for the year ended December 31, 2019.

Transaction with CIT

As a result of us entering into the Merger Agreement, certain new risk factors have been identified. These risks and the other risks associated with the Transaction will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that we will file with the Securities and Exchange Commission in connection with the Transaction.

Merger-Related Risk

The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including shareholder and regulatory approvals, that may be outside of our or CIT's control and that we and CIT may be unable to satisfy or obtain or which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

Consummation of the Transaction is contingent upon the satisfaction of a number of conditions, some of which are beyond our and CIT's control, including, among others:

•approval of the Merger Agreement by CIT’s shareholders and the approval by our shareholders of the issuance of the shares of our common stock to be issued in First-Step Merger;

•authorization for listing on Nasdaq of the shares of our capital stock to be issued in the First-Step Merger, subject to official notice of issuance;

•the receipt of required domestic and foreign regulatory approvals, including, among others, the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the North Carolina Commissioner of Banks;

•effectiveness of the registration statement on Form S-4 for our common stock to be issued in the First-Step Merger; and

•the absence of any order, injunction, decree or other legal restraint preventing the completion of the Mergers or making the completion of the Transaction illegal.

Each party's obligation to complete the Transaction is also subject to certain additional customary conditions, including, among others:

•subject to certain exceptions, the accuracy of the representations and warranties of the other party;

•performance in all material respects by the other party of its obligations under the Merger Agreement; and

•receipt by each party of an opinion from its counsel to the effect that the Mergers will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

These conditions to the closing of the Transaction may not be fulfilled in a timely manner or at all, and, accordingly, the Transaction may be delayed substantially or may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after receipt of the requisite approvals by our or CIT's shareholders, or we or CIT may elect to terminate the Merger Agreement in certain other circumstances.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, limitations or costs, require divestitures or place restrictions on our conduct after the closing of the Transaction. Such conditions or changes and the process of obtaining regulatory approvals could, among other things, have the effect of delaying completion of the Transaction or of imposing additional costs or limitations on us following the Transaction, any of which may have an adverse effect on us following the Transaction.

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We and CIT may also be subject to lawsuits challenging the Transaction, and adverse rulings in these lawsuits may delay or prevent the Transaction from being completed or require us or CIT to incur significant costs to defend or settle these lawsuits. Any delay in completing the Transaction could cause us not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Transaction is successfully completed within its expected time frame.

We may fail to realize all of the anticipated benefits of the Transaction, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating with CIT.

We and CIT have operated and, until the completion of the Transaction, will continue to operate, independently. The success of the Transaction, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully integrate CIT’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or result in decreased revenues due to loss of customers. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the combined company's businesses. Inconsistencies in standards, controls, procedures and policies could adversely affect the combined company. The diversion of management's attention and any delays or difficulties encountered in connection with the Transaction and the integration of CIT's operations could have an adverse effect on the business, financial condition, operating results and prospects of the combined company.

If we experience difficulties in the integration process, including those listed above, we may fail to realize the anticipated benefits of the Transaction in a timely manner or at all.

While the Transaction is pending, we will be subject to business uncertainties and contractual restrictions that could adversely affect our business and operations.

Uncertainty about the effect of the Transaction on employees, customers and other persons with whom we or CIT have a business relationship may have an adverse effect on our business, operations and stock price. Our existing customers or existing customers of CIT could decide to no longer do business with us, CIT or the combined company, reducing the anticipated benefits of the Transaction. We and CIT are also subject to certain restrictions on the conduct of our respective businesses while the Transaction is pending. As a result, certain other projects may be delayed or abandoned, and business decisions could be deferred. Employee retention at BancShares and CIT may be challenging before or after completion of the Transaction, as certain employees may experience uncertainty about their future roles with the combined company, and these retention challenges may require us to incur additional expenses in order to retain key employees. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with us, CIT or the combined company, the benefits of the Transaction could be materially diminished.

We expect to incur substantial expenses related to the Transaction and the integration with CIT.

We and CIT will incur substantial expenses in connection with the Transaction and integration. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated. While we have assumed that a certain level of expenses would be incurred, there are many factors beyond our control that could affect the total amount or the timing of the integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses could, particularly in the near term, exceed the savings that we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale. The amount and timing of any charges to earnings as a result of Transaction or integration expenses are uncertain at present.

Our future results will suffer if we do not effectively manage our expanded operations following the Transaction.

Following the Transaction, the size and geographic and operational scope of our business will increase significantly beyond its current size and scope. Our future success depends, in part, upon the ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. There can be no assurances that we will be successful in this regard or that we will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Transaction.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Information concerning BancShares’ repurchases of outstanding common stock during the three month period ended September 30, 2020, is included in the following table:

Class A common stock			Total Number of Class A Shares Repurchased			Average Price Paid per Share			Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs			Maximum Number of Shares that May Yet be Repurchased Under the Plans or Programs
Repurchases from July 1, 2020 to July 31, 2020			117,700			$	399.82		117,700			148,000
The Board authorized the repurchase of up to 500,000 shares of Class A common stock for the period May 1, 2020 through July 31, 2020. The authorization was publicly announced on April 28, 2020.

Upon expiration of the share repurchase authorization on July 31, 2020, share repurchase activity ended and will be reevaluated in subsequent periods.

Item 6. Exhibits

2.1			Agreement and Plan of Merger, dated as of October 15, 2020, by and among First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, FC Merger Subsidiary IX, Inc., and CIT Group Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated October 15, 2020)
10.1			Voting Agreement, dated as of October 15, by and among CIT Group Inc., Frank B. Holding, Jr., Hope H. Bryant, Peter M. Bristow, and Claire H. Bristow (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated October 15, 2020)
31.1			Certification of Chief Executive Officer (filed herewith)
31.2			Certification of Chief Financial Officer (filed herewith)
32.1			Certification of Chief Executive Officer (filed herewith)
32.2			Certification of Chief Financial Officer (filed herewith)
101.INS			Inline XBRL Instance Document (filed herewith)
101.SCH			Inline XBRL Taxonomy Extension Schema (filed herewith)
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
104			Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

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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. 

Date:

November 3, 2020

FIRST CITIZENS BANCSHARES, INC.

(Registrant)

By:

/s/ CRAIG L. NIX

Craig L. Nix

Chief Financial Officer

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