UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20152018
Commission File Number: 001-16715
FIRST CITIZENS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware | | 56-1528994 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
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| 4300 Six Forks Road | |
| Raleigh, North Carolina 27609 | |
| (Address of principal executive offices, ZIP code) | |
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| (919) 716-7000 | |
| (Registrant's telephone number, including area code) | |
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class | | Name of each exchange on which registered |
Class A Common Stock, Par Value $1 | | 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 if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 x No ¨
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
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Large accelerated filer x | | 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 x
The aggregate market value of the Registrant’s common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was $1,930,557,160.$3,012,571,741.
On February 23, 2016,19, 2019, there were 11,005,22010,524,720 outstanding shares of the Registrant's Class A Common Stock and 1,005,185 outstanding shares of the Registrant's Class B Common Stock.
Portions of the Registrant's definitive Proxy Statement for the 20162019 Annual Meeting of Shareholders are incorporated in Part III of this report.
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| | CROSS REFERENCE INDEX | | | CROSS REFERENCE INDEX | |
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PART I | Item 1 | | | Item 1 | | |
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| Item 1A | | | Item 1B | Unresolved Staff Comments | None |
| Item 1B | Unresolved Staff Comments | None | Item 2 | | |
| Item 2 | | | Item 3 | | |
| Item 3 | | | Item 4 | Mine Safety Disclosures | N/A |
PART II | Item 5 | | | Item 5 | | |
| Item 6 | | | Item 6 | | |
| Item 7 | | | Item 7 | | |
| Item 7A | | | Item 7A | | |
| Item 8 | | | Item 8 | Financial Statements and Supplementary Data | |
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| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None | Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None |
| Item 9A | | | Item 9A | | |
| Item 9B | Other Information | None | Item 9B | Other Information | None |
PART III | Item 10 | Directors, Executive Officers and Corporate Governance | * | Item 10 | Directors, Executive Officers and Corporate Governance | * |
| Item 11 | Executive Compensation | * | Item 11 | Executive Compensation | * |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | * | Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | * |
| Item 13 | Certain Relationships and Related Transactions and Director Independence | * | Item 13 | Certain Relationships and Related Transactions and Director Independence | * |
| Item 14 | Principal Accounting Fees and Services | * | Item 14 | Principal Accounting Fees and Services | * |
PART IV | Item 15 | Exhibits, Financial Statement Schedules | | Item 15 | Exhibits, Financial Statement Schedules | |
| (1) | Financial Statements (see Item 8 for reference) | | (1) | Financial Statements (see Item 8 for reference) | |
| (2) | All Financial Statement Schedules normally required for Form 10-K are omitted since they are not applicable, except as referred to in Item 8. | | (2) | All Financial Statement Schedules normally required for Form 10-K are omitted since they are not applicable, except as referred to in Item 8. | |
| (3) | | | (3) | | |
* Information required by Item 10 is incorporated herein by reference to the information that appears under the headings or captions ‘Proposal 1: Election of Directors,’ ‘Corporate Governance —Service on other Public Company Boards,’ ‘Code of Ethics,’ ‘Committees of our Board—General’ and ‘—Audit Committee’,Committee,’ ‘Executive Officers’ and ‘Section 16(a) Beneficial Ownership Reporting Compliance’ from the Registrant’s Proxy Statement for the 20162019 Annual Meeting of Shareholders (2016(2019 Proxy Statement).
Information required by Item 11 is incorporated herein by reference to the information that appears under the headings or captions ‘Compensation, Nominations and Governance Committee Report,’ ‘Compensation Discussion and Analysis,’ ‘Executive Compensation,’ and ‘Director Compensation,’ of the 20162019 Proxy Statement.
Information required by Item 12 is incorporated herein by reference to the information that appears under the captions ‘Beneficial Ownership of Our Common Stock—Directors and Executive Officers’Officers,’ '—Existing Pledge Arrangements,’ and '—Principal Shareholders' of the 20162019 Proxy Statement.
Information required by Item 13 is incorporated herein by reference to the information that appears under the headings or captions ‘Corporate Governance—Director Independence’ and ‘Transactions with Related Persons’ of the 20162019 Proxy Statement.
Information required by Item 14 is incorporated by reference to the information that appears under the caption ‘Services‘Proposal 4: Ratification of Appointment of Independent Accounts – Services and Fees During 20152018 and 2014'2017’ of the 20162019 Proxy Statement.
Part I
Item 1. Business
General
First Citizens BancShares, Inc. (BancShares)(“we,” “us,” “our,” “BancShares,”) was incorporated under the laws of Delaware on August 7, 1986, to become the holding company of First-Citizens Bank & Trust Company (FCB)("FCB," or "the Bank"), its banking subsidiary. FCB opened in 1898 as the Bank of Smithfield in Smithfield, North Carolina, and later becamechanged its name to First-Citizens Bank & Trust Company. BancShares has expanded through de novo branching and acquisitions and now operates in 1819 states, and the District of Columbia providing a broad range of financial services to individuals, businesses and professionals. As ofAt December 31, 2015,2018, BancShares had total assets of $31.48$35.41 billion.
Throughout its history, the operations of BancShares have been significantly influenced by descendants of Robert P. Holding, who came to control FCB during the 1920s. Robert P. Holding’s children and grandchildren have served as members of the Board of Directors, as chief executive officers and in other executive management positions and, since ourBancShares' formation in 1986, have remained shareholders controlling a large percentage of ourits common stock.
OurThe Chairman of the Board and Chief Executive Officer, Frank B. Holding, Jr., is the grandson of Robert P. Holding. Hope Holding Bryant, Vice Chairman of BancShares, is Robert P. Holding’s granddaughter. Frank B. Holding, son of Robert P. Holding and father of Frank B. Holding, Jr. and Hope Holding Bryant, was Executive Vice Chairman until his retirement in 2014. Peter M. Bristow, President and Corporate Sales Executive of BancShares, is the brother-in-law of Frank B. Holding's son-in-law. On February 14, 2014, Frank Holding, announced that he would retire from his position as a director effective April 29, 2014,Jr. and retired from his positions as an officer of BancShares and FCB effective September 2, 2014.Hope Holding Bryant.
FCBBancShares seeks to meet the financial needs of both individuals and commercial entities in its market areas. Services offered at most offices include takingareas through a wide range of deposits, cashing of checks and providing for individualretail and commercial cash needs; numerous checking and savings plans;banking services. Loan services include various types of commercial, business and consumer lending;lending. Deposit services include checking, savings, money market and time deposit accounts. BancShares' subsidiaries also provide mortgage lending, a full-service trust department;department, wealth management services;services for businesses and individuals, and other activities incidental to commercial banking. FCB’s wholly-ownedwholly owned subsidiaries, First Citizens Investor Services, Inc. (FCIS), First Citizens Securities Corporation Inc. (FCSC) and First Citizens Asset Management, Inc. (FCAM), provide various investment products and services: as a registered broker/dealer, FCIS provides a full range of investment products, including annuities, discount brokerage services and third-party mutual funds to customers primarily through the bank's branch network,funds; as well asregistered investment advisory services. FCSC merged intoadvisors, FCIS effective January 1, 2016.and FCAM provide investment management services and advice.
A substantial portion of our revenue is derived from our operations throughout North Carolina, South Carolina, and Virginia and in certain urban areas of Georgia, Florida, California and Texas. WeBancShares' subsidiaries deliver products and services to ourits customers through ouran extensive branch network as well as onlinedigital banking, telephone banking, mobile banking and various ATM networks. Services offered at most offices include the taking of deposits, the cashing of checks and providing for individual and commercial cash needs. Business customers may conduct banking transactions through the use of remote image technology.
The financial services industry is highly competitive. BancShares' subsidiaries compete with national, regional and local financial services providers. In recent years, the ability of non-bank financial entities to provide services has intensified competition. Non-bank financial service providers are not subject to the same significant regulatory restrictions as traditional commercial banks. More than ever, customers have the ability to select from a variety of traditional and nontraditional alternatives.
FCB’s primary deposit markets are North Carolina and South Carolina.Carolina, which represent approximately 50.7 percent and 25.0 percent, respectively, of total FCB deposits. FCB’s deposit market share in North Carolina was 4.04.2 percent as of June 30, 2015,2018, based on the FDICFederal Deposit Insurance Corporation (FDIC) Deposit Market Share Report, which makes FCB the fourth largest bank in North Carolina. The three banks larger than FCB based on deposits in North Carolina as of June 30, 2015,2018, controlled 78.375.7 percent of North Carolina deposits. In South Carolina, FCB was the 4thfourth largest bank in terms of deposit market share with 9.08.7 percent at June 30, 2015.2018. The three larger banks represent 45.544.0 percent of total deposits in South Carolina as of June 30, 2015.
FCB's market areas enjoy a diverse employment base, including, in various locations, manufacturing, service industries, healthcare, agricultural, wholesale and retail trade, technology and financial services. We believe the current market areas will support future growth in loans, deposits and our other banking services. We maintain a community bank approach to providing customer service, a competitive advantage that strengthens our ability to effectively provide financial products and services to individuals and businesses in our markets. However, like larger banks, we have the capacity to offer most financial products and services that our customers require.2018.
Statistical information regarding our business activities is found in Management’s Discussion and Analysis.
Geographic Locations and Employees
As of December 31, 2015, FCB2018, BancShares operated 559551 branches in Arizona, California, Colorado, Florida, Georgia, Kansas, Maryland, Missouri, New Mexico, North Carolina, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Virginia, Washington, and West Virginia and the District of Columbia.Wisconsin. BancShares and its subsidiaries employ approximately 5,7346,301 full-time staff and approximately 498382 part-time staff for a total of 6,2326,683 employees.
Business Combinations
On February 13, 2015, FCB entered into an agreement with the Federal Deposit Insurance Corporation (FDIC), as Receiver, to purchase certain assets and assume certain liabilities of Capitol City Bank & Trust (CCBT). The acquisition expanded FCB'sBancShares pursues growth through strategic acquisitions that enhance organizational value, strengthen its presence in Georgiaexisting markets as CCBT operated eight branch locationswell as expand its footprint in Atlanta, Stone Mountain, Albany, Augustanew markets. Additional information relating to business combinations is set forth in Item 7. Management’s Discussion and Savannah, Georgia. In JuneAnalysis of 2015, FCB closed oneFinancial Condition and Results of the branches in Atlanta.
On October 1, 2014, BancShares completed the merger of First Citizens Bancorporation, Inc. (Bancorporation) withOperations, subsection "Business Combinations" and into BancShares pursuantItem 8. Notes to an Agreement and Plan of Merger dated June 10, 2014, as amended on July 29, 2014. For the period October 1, 2014 through December 31, 2014, Bancshares maintained two banking subsidiaries. On January 1, 2015, First Citizens Bank and Trust Company, Inc. (FCB-SC) merged with and into FCB. FCB remains the single banking subsidiary of BancShares. Other non-bank subsidiary operations do not have a significant effect on BancShares consolidated financial statements.
On January 1, 2014, FCB completed its merger with 1stConsolidated Financial Services Corporation (1st Financial) of Hendersonville, NC and its wholly-owned subsidiary, Mountain 1st Bank & Trust Company (Mountain 1st).Statements, Note B.
Regulatory Considerations
The
Various laws and regulations administered by regulatory agencies affect BancShares' and its subsidiaries' business and operations of BancShares and FCB are subject to significant federal and state regulation and supervision. BancShares is a financial holding company registered with the Federal Reserve Board (Federal Reserve) under the Bank Holding Company Act of 1956, as amended. It is subject to supervision and examination by, and the regulations and reporting requirements of, the Federal Reserve.
FCB is a state-chartered bank, subject to supervision and examination by, and the regulations and reporting requirements of, the FDIC and the North Carolina Commissioner of Banks. Deposit obligations are insured by the FDIC to the maximum legal limits.
Various regulatory authorities supervise all areas of BancShares' and FCB's business including loans, allowances for loan and lease losses, mergers and acquisitions,corporate practices. These include the payment of dividends, various compliance mattersthe incurrence of debt, and the acquisition of financial institutions and other aspectscompanies; they also affect business practices, such as the payment of its operations. The regulators conduct regular examinations,interest on deposits, the charging of interest on loans, the types of business conducted, and BancShares and FCB must furnish periodic reports to its regulators containing detailed financial and other information.the location of offices.
Numerous statutes and regulations apply to and restrict the activities of FCB,BancShares and its subsidiaries, including limitations on the ability to pay dividends, capital requirements, reserve requirements, deposit insurance requirements and restrictions on transactions with related persons and entities controlled by related persons. The impact of these statutes and regulations is discussed below and in the accompanying consolidated financial statements.
Dodd-Frank Act. Act. The Dodd-Frank Act, enacted in 2010, significantly restructured the financial services regulatory regime inenvironment and imposed significant regulatory and compliance changes; increased capital, leverage and liquidity requirements; and expanded the United States and has a broad impact onscope of oversight responsibility of certain federal agencies through the financial services industry. Although a significant numbercreation of the rules and regulations mandated bynew oversight bodies. For example, the Dodd-Frank Act have been promulgated,established the Consumer Financial Protection Bureau (CFPB) with broad powers to supervise and enforce consumer protection laws.
Effective during 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the "EGRRCPA"), while largely preserving the fundamental elements of the post-Dodd-Frank Act regulatory framework, modified certain requirements of the Dodd-Frank Act as they applied to regional and community banking organizations. Implementation of certain of those changes was effective immediately, while other changes remain subject to the promulgation of regulations by the various banking regulators. The regulators have yet to be implemented. Given these uncertainties to howannounced positions they will take in the federal bank regulatory agencies will implementinterim between the Dodd-Frank Act's requirements, the full extentpassage of the impactEGRRCPA and the finalization of their implementing regulations. Certain of the Act on the operationssignificant requirements of BancShares and FCB is unclear. The changes resulting from the Dodd-Frank Act may affectare listed below with information regarding how they apply to BancShares following the profitabilityenactment of business activities, require changes to certain business practices, impose more stringent regulatory requirements or otherwise adversely affect the business and financial condition of BancShares and its subsidiaries. These changes may also require BancShares to invest significant management attention and resources to evaluate and comply with new statutory and regulatory requirements.EGRRCPA.
Capital Planning and Stress Testing. The Dodd-Frank Act mandated that stress tests be developed and performed to ensure that financial institutions have sufficient capital to absorb losses and support operations during multiple economic and bank scenarios. BankThe EGRRCPA gave immediate relief from stress testing for applicable bank holding companies and therefore, BancShares is no longer required to submit company-run annual stress tests. Notwithstanding these amendments to the stress testing requirements, the federal banking agencies indicated through inter-agency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process. Although BancShares will continue to monitor its capital consistent with the safety and soundness expectations of the federal regulators, BancShares will no longer conduct company-run stress testing as a result of the legislative and regulatory amendments. BancShares will continue to use customized stress testing to support the business and its capital planning process, as well as prudent risk mitigation.
The Volcker Rule. The Volcker Rule was promulgated to implement provisions of the Dodd-Frank Act. It prohibits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring hedge funds and private equity funds. The EGRRCPA exempted many financial institutions with total consolidated assets betweenof less than $10 billion from the Volcker Rule, but it continues to apply to BancShares and $50 billion, including BancShares, undergo annual company-run stress tests. As directed byits subsidiaries. However, the Federal Reserve, summaries of BancShares’ resultsVolcker Rule does not significantly impact our operations as we do not have any significant engagement in the severely adverse stress tests were available to the public effective June 2015. The results of stress testing activities will be considered by our Risk Committee in combination with other risk management and monitoring practices as part of our risk management program.businesses it prohibits.
Consumer Financial Protections Bureau RegulationAbility-to-Repay and Supervision. Qualified Mortgage Rule. Creditors are required to comply with mortgage reform provisions prohibiting the origination of any residential mortgages that do not meet rigorous Qualified Mortgage standards or Ability-to-Repay standards. All mortgage loans originated by FCB meet Ability-to-Repay standards and a substantial majority also meets Qualified Mortgage standards. The Dodd-Frank Act establishedEGRRCPA impact on the Consumer Financial Protection Bureau (CFPB), a new agencyoriginal Ability-to-Repay and Qualified Mortgage standards is only applicable to banks with centralized responsibility for consumer financial protection. The CFPB has the authority to examine FCB for compliance with a broad range of federal consumer financial laws and regulations, including the laws and regulations that relate to credit card, deposit, mortgage and other consumer financial products and services we offer.less than $10 billion in total consolidated assets.
In addition, Dodd-Frank Act gives the CFPB broad authority to take corrective action against FCB as it deems appropriate. The CFPB also has powers that it was assigned in Dodd-Frank Act to issue regulations and take enforcement actions to prevent and remedy acts and practices relating to consumer financial products and services that it deems to be unfair, deceptive or abusive. The agency also has authority to impose new disclosure requirements for any consumer financial product or service. These authorities are in addition to the authorities the CFPB assumed on July 21, 2011 under then-existing consumer financial laws governing the provision of consumer financial products and services. The CFPB has concentrated much of its initial rulemaking efforts on a variety of mortgage related topics required under Dodd-Frank Act, including ability-to-repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, appraisal and escrow standards and requirements for higher-priced mortgages. On October 3, 2015, the CFPB’s final rules on integrated mortgage disclosures under the Truth in Lending Act and the Real Estate Settlement Procedures Act became effective which simplified and improved disclosure forms for mortgage transactions.
BancShares
General. As a financial holding company registered under the Bank Holding Company Act (BHCA), of 1956, as amended, BancShares is subject to supervision, regulation and examination by the Federal Reserve. BancShares is also registered under the bank holding company laws of North Carolina and is subject to supervision, regulation and examination by the North Carolina Commissioner of Banks (NCCB)(NCCOB).
Permitted Activities. A bank holding company is limited to managing or controlling banks, furnishing services to or performing services for its subsidiaries, and engaging in other activities that the Federal Reserve determines by regulation or order to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. In addition, bank holding companies that qualify and elect to be financial holding companies, such as BancShares, may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (i) financial in nature or incidental to such financial activity (as determined by the Federal Reserve in consultation with the Secretary of the Treasury) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve), without prior approval of the Federal Reserve. Activities that are financial in nature include securities underwriting and dealing, serving as an insurance underwritingagent and makingunderwriter and engaging in merchant banking investments.banking.
Acquisitions. A bank holding company (BHC) must obtain approval from the Federal Reserve Board (Federal Reserve) prior to directly or indirectly acquiring ownership or control of 5% of the voting shares or substantially all of the assets of another BHC or bank or prior to merging or consolidating with another BHC.
Status Requirements. To maintain financial holding company status, a financial holding company and all of its depository institution subsidiaries must be “well capitalized”well-capitalized and “well managed.”well-managed. A depository institution subsidiary is considered to be “well capitalized”well-capitalized if it satisfies the requirements for this status under applicable Federal Reserve capital requirements. A depository institution subsidiary is considered “well managed”well managed if it received a composite rating and management rating of at least “satisfactory” in its most recent examination. A financial holding company’s status will also depend upon it maintaining its status as “well capitalized” and “well managed” under applicable Federal Reserve regulations. If a financial holding company ceases to meet these capital and management requirements, the Federal Reserve may impose limitations or conditions on the conduct of its activities, and the company may not commence any of the broader financial activities permissible for financial holding companies or acquire a company engaged in such financial activities without prior approval of the Federal Reserve. If the company does not return to compliance within 180 days, the Federal Reserve may require divestiture of the holding company’s depository institutions.activities.
Capital Requirements. The Federal Reserve imposes certain capital requirements on bank holding companies under the BHCA, including a minimum leverage ratio and a minimum ratio of “qualifying” capital to risk-weighted assets. These requirements are described below under “The Subsidiary Bank - FCB - Current Capital Requirements (Basel III).”. As of December 31, 2015,2018, the risk-based Tier 1, common equity Tier 1, total capital and leverage capital ratios of BancShares were 12.6512.67 percent, 12.5112.67 percent, 14.0313.99 percent and 8.969.77 percent, respectively, and each capital ratio listed above exceeded the applicable minimum requirements as well as the well-capitalized standards. Subject to its capital requirements and certain other restrictions, BancShares is able to borrow money to make capital contributions to FCB and such loans may be repaid from dividends paid by FCB to BancShares.
Source of Strength. Federal Reserve policy has historically requiredUnder the Dodd-Frank Act, bank holding companies are required to act as a source of financial and managerial strength to their subsidiary banks. The Dodd-Frank Act codified this policy as a statutory requirement. Under this requirement, BancShares is expected to commit resources to support FCB, including times when BancShares may not be in a financial position to provide such resources. Any capital loans made by a bank holding company to any of its subsidiary banks are subordinate in right of payment to depositors and to certain other indebtedness of such subsidiary banks. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment.
Safety and Soundness. Soundness. The federal bank regulatory agencies have adopted guidelines prescribing safety and soundness standards. These guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risk and exposures specified in the guidelines. There are a number of obligations and restrictions imposed on bank holding companies and their subsidiary banks by law and regulatory policy that are designed to minimize potential loss to the depositors of such depository institutions and to the FDIC insurance fund in the event of a depository institution default.
Limits on Dividends and Other Payments.Payments. BancShares is a legal entity, separate and distinct from its subsidiaries. Revenues of BancShares primarily result from dividends paid to it byreceived from FCB. There are various legal limitations applicable to the payment of dividends by FCB to BancShares and to the payment of dividends by BancShares to its shareholders. The payment of dividends by FCB or BancShares may be limited by certain factors, such as requirements to maintain capital above regulatory guidelines. Bank regulatory agencies have the authority to prohibit FCB or BancShares from engaging in an unsafe or unsound practice in conducting their business. The payment of dividends, depending on the financial condition of FCB or BancShares, could be deemed to constitute such an unsafe or unsound practice.
Under the FDIA,Federal Deposit Insurance Act (FDIA), insured depository institutions, such as FCB, are prohibited from making capital distributions, including the payment of dividends, if, after making such distributions, the institution would become “undercapitalized” (as such term is used in the statute). Additionally, under Basel III capital requirements, banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. Based on the FCB’s current financial condition, BancShares currently does not expect this provision willthese provisions to have any material impact on its ability to receive dividends from FCB. BancShares' non-bank subsidiaries pay dividends to BancShares periodically on a non-regulated basis.
Subsidiary Bank - FCB
General. FCB is a state-chartered bank, subject to supervision and examination by, and the regulations and reporting requirements of, the FDIC and the North Carolina Commissioner of Banks.Banks (NCCOB). Deposit obligations are insured by the FDIC to the maximum legal limits.
The various laws and regulations administered by the bank regulatory agencies affect corporate practices, such as the payment of dividends, incurrence of debt, and acquisition of financial institutions and other companies; they also affect business practices, such as the payment of interest on deposits, the charging of interest on loans, types of business conducted, and location of offices.
Current Capital Requirements (Basel III). On June 7, 2012, the Federal Reserve issued a series of proposed rules that would revise and strengthen its risk-based and leverage capital requirements and its method for calculating risk-weighted assets. The rules were proposed to implement theBank regulatory agencies approved Basel III regulatory capital reforms from the Basel Committee on Banking Supervision and certain provisionsguidelines aimed at strengthening existing capital requirements through a combination of the Dodd-Frank Act. On July 2, 2013, the Federal Reserve approved certain revisions to the proposals and finalizedhigher minimum capital requirements, new capital conservation buffers and more conservative definitions of capital and balance sheet exposure. BancShares and FCB implemented the requirements for banking organizations.
Effectiveof Basel III effective January 1, 2015, subject to a transition period for several aspects of the final rules required BancSharesrule. The table below describes the minimum and FCB to comply withwell-capitalized requirements in 2018 and the following new minimum capital ratios: (i) a new common equity Tier 1 capital ratio of 4.5 percent of risk-weighted assets; (ii) a Tier 1 capital ratio of 6.0 percent of risk-weighted assets; (iii) a total capital ratio of 8.0 percent of risk-weighted assets;fully-phased-in requirements that became effective in 2019.
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| Basel III minimum requirement 2018 | | Basel III well-capitalized 2018 | | Basel III minimum requirement 2019 | | Basel III well-capitalized 2019 |
Leverage ratio | 4.00% | | 5.00% | | 4.00% | | 5.00% |
Common equity Tier 1 | 4.50% | | 6.50% | | 4.50% | | 6.50% |
Tier 1 capital ratio | 6.00% | | 8.00% | | 6.00% | | 8.00% |
Total capital ratio | 8.00% | | 10.00% | | 8.00% | | 10.00% |
The transitional period began in 2016 and (iv) a leverage ratio of 4.0 percent of total average assets. These are the initial capital requirements, which will be phased in over a four-year period. When fully phased in on January 1, 2019, the rules will require BancShares and FCB to maintain (i) a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 4.5 percent, plus a 2.5 percent “capital conservation buffer” (which is added to the 4.5 percent common equity Tier 1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of common equity Tier 1 to risk-weighted assets of at least 7.0 percent upon full implementation), (ii) a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0 percent, plus the capital conservation buffer (which is added to the 6.0 percent Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5 percent upon full implementation), (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0 percent, plus the capital conservation buffer (which is added to the 8.0 percent total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5 percent upon full implementation), and (iv) a minimum leverage ratio of 4.0 percent, calculated as the ratio of Tier 1 capital to total average assets.
The capital conservation buffer requirement is beingwas phased in beginning January 1, 2016, at 0.625 percent of risk-weighted assets, increasing each year until fully implemented at 2.5 percent on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum, but below the conservation buffer, will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.
With respect to FCB, the rules also revised the “prompt corrective action” regulations pursuant to Section 38 of the FDIA by (i) introducing a common equity Tier 1 capital ratio requirement at each level (other than critically undercapitalized), with the required ratio being 6.5 percent for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum ratio for well-capitalized status being 8.0 percent (as compared to the previous 6.0 percent); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3.0 percent Tier 1 leverage ratio and still be well-capitalized. Failure to meet minimum capital requirements may result in certain actions by regulators that could have a direct material effect on theFCB's consolidated financial statements. As of December 31, 2015,2018, FCB exceeded the applicable minimum requirements as well as the well-capitalized standards.
Prompt Corrective Action. Federal banking regulators are authorizedAlthough FCB is unable to control the external factors that influence its business, by maintaining high levels of balance sheet liquidity, prudently managing interest rate exposures, ensuring capital positions remain strong and under certain circumstances, requiredactively monitoring asset quality, FCB seeks to minimize the potentially adverse risks of unforeseen and unfavorable economic trends and to take certain actions against banks that fail to meet their capital requirements. The federal bank regulatory agencies have additional enforcement authority with respect to undercapitalized depository institutions. “Well capitalized” institutions may generally operate without supervisory restriction. With respect to “adequately capitalized” institutions, such banks cannot normally pay dividends or make any capital contributions that would leave it undercapitalized, they cannot pay a management fee to a controlling person if, after paying the fee, it would be undercapitalized,advantage of favorable economic conditions and they cannot accept, renew or roll over any brokered deposit unless the bank has applied for and been granted a waiver by the FDIC.opportunities when appropriate.
Transactions with Affiliates. Pursuant to Sections 23A and 23B of the Federal Reserve Act, Regulation W and Regulation W,O, the authority of FCB to engage in transactions with related parties or “affiliates” or to make loans to insiders is limited. Loan transactions with an affiliate generally must be collateralized and certain transactions between FCB and its affiliates, including the sale of assets, the payment of money or the provision of services, must be on terms and conditions that are substantially the same, or at least as favorable to FCB, as those prevailing for comparable nonaffiliated transactions. In addition, FCB generally may not purchase securities issued or underwritten by affiliates.
FCB receives management fees from its subsidiaries and BancShares for expenses incurred for performing various functions on their behalf. These fees are charged to each company based upon the estimated cost for usage of services by that company. The fees are eliminated from the consolidated financial statements.
Community Reinvestment Act. FCB is subject to the requirements of the Community Reinvestment Act of 1977 (CRA). The CRA imposes on financial institutions an affirmative and ongoing obligation to meet the credit needs of the local communities, including low and moderate incomelow-and-moderate-income neighborhoods. If FCB receives a rating from the Federal Reserve of less than “satisfactory” under the CRA, restrictions on operating activities would be imposed.imposed on our operating activities. In addition, in order for a financial holding company, like BancShares, to commence any new activity permitted by the BHCA or to acquire any company engaged in any new activity permitted by the BHCA, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the CRA. FCB currently has a “satisfactory” CRA rating.
Privacy LegislationAnti-Money Laundering and the United States Department of the Treasury's Office of Foreign Asset Control (OFAC) Regulation. SeveralGovernmental policy in recent years has been aimed at combating money laundering and terrorist financing. The Bank Secrecy Act of 1970 (BSA) and subsequent laws includingand regulations require financial institutions to take steps to prevent the Dodd-Frank Act, and related regulations issued by the federal bank regulatory agencies, provide new protections against the transfer and use of customer information by financial institutions. A financial institution must providetheir systems to its customers information regarding its policies and procedures with respect tofacilitate the handlingflow of customers’ personal information. Each institution must conduct an internal risk assessment of its ability to protect customer information. These privacy provisions generally prohibit a financial institution from providing a customer’s personal financial information to unaffiliated parties without prior notice and approval from the customer.
USA Patriot Act of 2001. In October 2001, theillegal or illicit money or terrorist funds. The USA Patriot Act of 2001 (Patriot Act) was enacted in response to the September 11, 2001 terrorist attacks in New York, Pennsylvania, and Northern Virginia. The Patriot Act is intended to strengthen U. S. law enforcement and the intelligence communities’ abilities to work cohesively to combat terrorism. The continuing impact on financial institutions of the Patriot Act and related regulations and policies is significant and wide ranging. The Patriot Act contains sweepingsignificantly expanded anti-money laundering (AML) and financial transparency laws and imposes various regulations by imposing new compliance and due diligence obligations, including standards for verifying customer identification at account opening and maintaining expanded records, as well as rules to promotepromoting cooperation among financial institutions, regulators and law enforcement entities to identifyin identifying persons who may be involved in terrorism or money laundering.
Volcker Rule. These rules were expanded to require new customer due diligence and beneficial ownership requirements in 2018. An institution subject to the BSA, such as FCB, must additionally provide AML training to employees, designate an AML compliance officer and annually audit the AML program to assess its effectiveness. The Dodd-Frank Act prohibits insured depository institutionsUnited States has imposed economic sanctions on transactions with certain designated foreign countries, nationals and their holding companies from engaging in proprietary trading except in limited circumstances, and prohibits them from owning equity interests in excess of 3 percent of Tier 1 capital in private equity and hedge funds (Volcker Rule). On December 10, 2013, the federal bank regulatory agencies adopted final rules implementing the Volcker Rule. These final rules prohibit banking entities from (i) engaging in short-term proprietary trading for their own accounts, and (ii) having certain ownership interests in and relationships with hedge funds or private equity funds. The finalothers. As these rules are intendedadministrated by OFAC, these are generally known as the OFAC rules. Failure of a financial institution to provide greater claritymaintain and implement adequate BSA, AML and OFAC programs, or to comply with respectall the relevant laws and regulations, could have serious legal and reputational consequences, including material fines and sanctions. FCB has implemented a program designed to both the extent of those primary prohibitions and of the related exemptions and exclusions. The final rules also require each regulated entity to establish an
internal compliance program that is consistent with the extent to which it engages in activities covered by the Volcker Rule, which must include (for the largest entities) making regular reports about those activities to regulators. Although the final rules provide some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including BancShares and FCB. The final rules were effective April 1, 2014, but the conformance period was extended from its statutory end date of July 21, 2014 to July 21, 2015. The adoption of the Volcker Rule did not have any material effect on our consolidated financial position or consolidated results of operations.
Ability-to-Repay and Qualified Mortgage Rule. Pursuant to the Dodd-Frank Act, the CFPB issued a final rule on January 10, 2013 (effective January 10, 2014), amending Regulation Z as implemented by the Truth in Lending Act, requiring creditors to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Creditors are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the creditor to consider the following eight underwriting factors when making the credit decision: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) the monthly payment on the covered transaction; (iv) the monthly payment on any simultaneous loan; (v) the monthly payment for mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) the monthly debt-to-income ratio or residual income; and (viii) credit history. Alternatively, the creditor can originate “qualified mortgages,” which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a “qualified mortgage” is a mortgage loan without negative amortization, interest-only payments, balloon payments, or terms exceeding 30 years. In addition, to be a qualified mortgage the points and fees paid by a consumer cannot exceed 3 percent of the total loan amount. Qualified mortgages that are “higher-priced” (e.g. subprime loans) garner a rebuttable presumption offacilitate compliance with the ability-to-repay rules, while qualified mortgages that are not “higher-priced” (e.g. prime loans) are given a safe harborfull extent of compliance. All mortgage loans originated by FCB meet Ability-to-Repay standardsthe applicable BSA and a substantial majority also meet Qualified Mortgage standards. This mix provides the ability to serve the needs of a broad customer base.OFAC related laws, regulations and related sanctions.
Consumer Laws and Regulations. FCB is also subject to certain consumer laws and regulations that are designed to protect consumers in transactions with banks. These laws include the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, Real Estate Settlement Procedures Act, Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Fair Housing Act and the Servicemembers Civil Relief Act, among others.Act. The laws and related regulations mandate certain disclosure requirementsdisclosures and regulate the manner in which financial institutions transact business with certain customers. FCB must comply with the applicable provisions of these consumer protection laws and regulations as partin its relevant lines of its ongoing customer relations.business.
Available Information
BancShares does not have its own separate Internet website. However, FCB’s website (www.firstcitizens.com) includes a hyperlink to the SEC’sSecurity and Exchange Commission's (SEC) website where the public may obtain copies of BancShares’ annual reports on Form 10-K, quarterly reports on 10-Q, current reports on Form 8-K and amendments to those reports, free of charge, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. Interested parties may also directly access the SEC’s website that(www.sec.gov), which contains reports and other information that BancShares files electronically with the SEC. The address of the SEC’s website is www.sec.gov.filed by BancShares.
Item 1A. Risk Factors
We are subject to a number of risks and uncertainties that could have a material impact on our business, financial condition and results of operations and cash flows. As a financial services organization, certain elements of risk are inherent in our transactions and operations and are present in the business decisions we make. We encounter risk as part of the normal course of our business, and we design risk management processes to help manage these risks. Our success is dependent on our ability to identify, understand and manage the risks presented by our business activities. We categorize risk into the following areas:
Operational Risk: The risk of loss resulting from inadequate or failed processes, people and systems or from external events.
Credit Risk: The risk that arises from a borrower's or counterparty's inability to perform on an obligation.
Market Risk: The risk to BancShares' financial condition resulting from adverse movements in market rates or prices, including, but not limited to, interest rates or equity prices.
Liquidity Risk: The risk that BancShares will be unable to meet its obligations as they come due because of an inability to (i) liquidate assets or obtain adequate funding (referred to as "Funding Liquidity Risk"), or (ii) unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions ("Market Liquidity Risk").
Capital Adequacy Risk: The risk that capital levels are inadequate to preserve the safety and soundness of BancShares, support ongoing business operations and strategies and provide support against unexpected or sudden changes in the business/economic environment.
Compliance Risk: The risk of loss or reputational harm resulting from regulatory sanctions, fines, penalties or losses due to the failure to comply with laws, rules, regulations or other supervisory requirements applicable to a financial institution.
Strategic Risk: The risk to earnings or capital arising from business decisions or improper implementation of those decisions.
The risks and uncertainties that management believes are material are described below. The risks listed are not the only risks that BancShares faces. Additional risks and uncertainties that are not currently known or that management does not currently deem material could also have a material adverse impact on our financial condition and/or the results of our operations or our business. If such risks and uncertainties were to become realitymaterialize or the likelihoods of thosethe risks were to increase, the market price of our common stock could significantly decline.
We operate in a highly regulated industry and the laws and regulations that govern our operations, corporate governance, executive compensation and financial accounting, or reporting, including changes in them, or our failure to comply with them, may adversely affect us.
We are subject to extensive regulation and supervision that govern almost all aspects of our operations. In addition to a multitude of regulations designed to protect customers, depositors and consumers, we must comply with other regulations that protect the deposit insurance fund and the stability of the U.S. financial system, including laws and regulations which, among other matters, prescribe minimum capital requirements, impose limitations on our business activities and investments, limit the dividend or distributions that we can pay, restrict the ability of our bank subsidiaries to guarantee our debt and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or
reductions in our capital than accounting principles generally accepted in the United States (GAAP). Compliance with laws and regulations can be difficult and costly, and changes in laws and regulations often impose additional compliance costs. We continue to face increased regulation and supervision of our industry as a result of the last financial crisis that impacted the banking and financial markets. Such additional regulation and supervision may increase our costs and limit our ability to pursue business opportunities. Further, our failure to comply with these laws and regulations, even if the failure was inadvertent or reflects a difference in interpretation, could subject us to restrictions on our business activities, mergers and acquisitions, fines and other penalties, any of which could adversely affect our results of operations, capital base and the price of our common stock. Any new laws, rules and regulations could make compliance more difficult or expensive, or otherwise adversely affect our business and financial condition.
The Dodd-Frank Act heightened the regulation of the financial services industry. One key component of the Dodd-Frank Act was the establishment of the CFPB. The CFPB, in consultation with the Federal banking agencies, has been given primary federal jurisdiction for consumer protections in the financial services markets. Within certain limitations, the CFPB is charged with creating, revising or restating the consumer protection regulations applicable to commercial banks. We are subject to examination and supervision by the CFPB with respect to compliance with consumer protection laws and regulations.
Certain provisions of the Dodd-Frank Act still require rulemaking and interpretation by regulatory authorities. In several cases, authorities have extended implementation periods and delayed effective dates. Accordingly, in some respects the ultimate impact of the Dodd-Frank Act and its effects on the U.S. financial system and us will not be known for some period of time. Nevertheless, the Dodd-Frank Act, and current and future rules implementing its provisions and the interpretation of those rules, could result in a loss of revenue, require us to change certain of our business practices, limit our ability to pursue certain business opportunities, increase our capital and liquidity requirements, impose additional assessments and costs on us, and otherwise adversely affect our business operations and have other negative consequences.
We are subject to capital adequacy and liquidity guidelines and, if we fail to meet these guidelines, our financial condition would be adversely affected.
Under regulatory capital adequacy guidelines and other regulatory requirements, BancShares, together with FCB, must meet certain capital and liquidity guidelines, subject to qualitative judgments by regulators about components, risk weightings, and other factors.
In July 2013, the Federal Reserve issued final capital rules that replaced existing capital adequacy rules and implemented Basel III and certain requirements imposed by the Dodd-Frank Act. When fully phased-in, these rules will result in higher and more stringent capital requirements for us and FCB. Basel III increased our capital requirements and changed the risk-weighting of many of our assets.
Under Basel III, Tier 1 capital consists of Common Equity Tier (CET) 1 Capital and additional Tier 1 capital, with Tier 1 capital plus Tier 2 capital constituting total risk-based capital. Basel III set minimum capital requirements of a CET 1 ratio of 4.5 percent; a Tier 1 capital ratio of 6.0 percent, and a total capital ratio of 8.0 percent. In addition, a Tier 1 leverage ratio to average consolidated assets of 4.0 percent applies. Further, we are required to maintain a capital conservation buffer of 2.5 percent of additional CET 1. If we do not maintain the capital conservation buffer once it is fully phased in, then our ability to pay dividends and discretionary bonuses, and to make share repurchases, will be restricted. We implemented Basel III effective January 1, 2015, and are required to comply with the minimum regulatory capital ratios; on that same date, the transition period for other requirements of the final rules and the capital conservation buffer also began. If the risk weightings of certain assets we hold should change and we are required to hold increased amounts of capital, the profitability of those assets and underlying businesses may change, which could result in changes in our business mix over the long-term.
Basel III will also gradually eliminate the contribution of certain trust preferred and other hybrid debt securities to Tier 1 capital. Under the phased-in approach, the affected securities will lose Tier 1 capital status on January 1, 2016; the securities will, however, qualify for Tier 2 capital treatment.
We encounter significant competition which may reduce our market share and profitability
We compete with other banks and specialized financial service providers in our market areas. Our primary competitors include local, regional and national banks; credit unions; commercial finance companies; various wealth management providers; independent and captive insurance agencies; mortgage companies; and non-bank providers of financial services. Some of our larger competitors, including banks that have a significant presence in our market areas, have the capacity to offer products and services we do not offer. Some of our competitors operate in less stringent regulatory environments, and certain competitors are not subject to federal and/or state income taxes. The fierce competitive pressures that we face adversely affect pricing for many of our products and services.
Our financial condition could be adversely affected by the soundness of other financial institutions
Financial services institutions are interrelated as a result of trading, clearing, counterparty and/or other relationships. We have exposure to numerous financial service providers, including banks, securities brokers and dealers, and other financial service providers. Although we monitor the financial conditions of financial institutions with which we have credit exposure, transactions with such institutions expose us to credit risk through the possibility of counterparty default.
Our ability to grow is contingent on capital adequacy
Based on existing capital levels, BancShares and FCB are well-capitalized under current leverage and risk-based capital standards. Our ability to grow is contingent on our ability to generate sufficient capital to remain well-capitalized under current and future capital adequacy guidelines.
Historically, our primary capital sources have been retained earnings and debt issued through both private and public markets, including trust preferred securities and subordinated debt. Effective January 1, 2015, provisions of the Dodd-Frank Act eliminated 75 percent of our trust preferred capital securities from tier 1 capital with the remaining 25 percent phased out on January 1, 2016.
Rating agencies regularly evaluate our creditworthiness and assign credit ratings to our debt and the debt of FCB. The ratings of the agencies are based on a number of factors, some of which are outside our control. In addition to factors specific to our financial strength and performance, the rating agencies also consider conditions generally affecting the financial services industry. There can be no assurance that we will maintain our current credit ratings. Rating reductions could adversely affect our access to funding sources and the cost of obtaining funding.
If we fail to effectively manage credit risk and interest rate risk, our business and financial condition will suffer
We must effectively manage credit risk. There are risks inherent in making any loan, including risks of repayment, risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting and guidelines, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers and risks resulting from uncertainties as to the future value of collateral. There is no assurance that our credit risk monitoring and loan approval procedures are or will be adequate or will reduce the inherent risks associated with lending. Our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of our loan portfolio. Any failure to manage such credit risks may materially adversely affect our business and our consolidated results of operations and financial condition.
Our results of operations and cash flows are highly dependent upon net interest income. Interest rates are sensitive to economic and market conditions that are beyond our control, including the actions of the Federal Reserve Board’s Federal Open Market Committee. Changes in monetary policy could influence interest income and interest expense as well as the fair value of our financial assets and liabilities. If changes in interest rates on our interest-earning assets are not equal to the changes in interest rates on our interest-bearing liabilities, our net interest income and, therefore, our net income could be adversely impacted.
Although we maintain an interest rate risk monitoring system, the forecasts of future net interest income are estimates and may be inaccurate. Actual interest rate movements may differ from our forecasts, and unexpected actions by the Federal Open Market Committee may have a direct impact on market interest rates.
If our current level of balance sheet liquidity were to experience pressure, that could affect our ability to pay deposits and fund our operations
Our deposit base represents our primary source of core funding and balance sheet liquidity. We normally have the ability to stimulate core deposit growth through reasonable and effective pricing strategies. However, in circumstances where our ability to generate needed liquidity is impaired, we need access to noncore funding such as borrowings from the Federal Home Loan Bank and the Federal Reserve, Federal Funds purchased lines and brokered deposits. While we maintain access to these noncore funding sources, for some of them we are dependent on the availability of collateral and the counterparty’s willingness and ability to lend.
The Dodd-Frank Act rescinded the long-standing prohibition on the payment of interest on commercial demand deposit accounts. Recent historically low interest rates, as well as relatively low levels of competition among banks for demand deposit accounts, have made it difficult to determine the impact on our deposit base, if any, of this repeal. As interest rates begin to rise, our interest expense will increase and our net interest margins may decrease, negatively impacting our performance and, potentially, our financial condition. To the extent banks and other financial service providers were to compete for commercial demand deposit accounts through higher interest rates, our deposit base could be reduced if we are unwilling to
pay those higher rates; if we should determine to compete with those higher interest rates, our cost of funds could increase and our net interest margins could be reduced.
Accounting for acquired assets may result in earnings volatility
Fair value discounts that are recorded at the time an asset is acquired are accreted into interest income based on United States GAAP. The rate at which those discounts are accreted is unpredictable, the result of various factors including prepayments and credit quality improvements. Post-acquisition deterioration results in the recognition of provision expense and allowance for loan and lease losses. Additionally, the income statement impact of adjustments to the indemnification asset recorded in certain FDIC-assisted transactions may occur over a shorter period of time than the adjustments to the covered assets.
Fair value discount accretion, post-acquisition impairment and adjustments to the indemnification asset may result in significant volatility in our earnings. Volatility in earnings could unfavorably influence investor interest in our common stock thereby depressing the market value of our stock and the market capitalization of our company.
Reimbursements under loss share agreements are subject to FDIC oversight and interpretation and contractual term limitations
Some of our FDIC-assisted transactions include loss share agreements that provide significant protection to FCB from the exposures to prospective losses on certain assets. Generally, losses on single family residential loans are covered for ten years. All other loans are generally covered for five years. During 2016, loss share protection will expire for non-single family residential loans acquired from United Western Bank, Colorado Capital Bank, and Atlantic Bank and Trust. In 2014 and 2015, loss share protection expired for all other non-single family residential loans. Protection for all covered single family residential loans extends beyond December 31, 2017.
The loss share agreements impose certain obligations on us, including obligations to manage covered assets in a manner consistent with prudent business practices and in accordance with the procedures and practices that we customarily use for assets that are not covered by loss share agreements. We are required to report detailed loan level information and file requests for reimbursement of covered losses and expenses on a quarterly basis. In the event of noncompliance, delay or disallowance of some or all of our rights under those agreements could occur, including the denial of reimbursement for losses and related collection costs. Certain loss share agreements contain contingencies that require that we pay the FDIC in the event aggregate losses are less than a pre-determined amount.
Loans and leases covered under loss share agreements represent 1.3 percent of total loans and leases as of December 31, 2015. As of December 31, 2015, we expect to receive cash payments from the FDIC totaling $4.1 million over the remaining lives of the respective loss share agreements, exclusive of $126.5 million we will owe the FDIC for settlement of the contingent payments.
The loss share agreements are subject to differing interpretations by the FDIC and FCB; therefore, disagreements may arise regarding coverage of losses, expenses and contingencies. Additionally, losses that are currently projected to occur during the loss share term may not occur until after the expiration of the applicable agreement and those losses could have a material impact on the results of operations in future periods. The carrying value of the FDIC receivable includes only those losses that we project to occur during the loss share period and for which we believe we will receive reimbursement from the FDIC at the applicable reimbursement rate.
The value of our goodwill may decline in the future
As of December 31, 2015, we had $139.8 million of goodwill recorded as an asset on our balance sheet. We test goodwill for impairment at least annually, comparing the estimated fair value of a reporting unit with its net book value. We also test goodwill for impairment when certain events occur, such as a significant decline in our expected future cash flows, a significant adverse change in the business climate, or a sustained decline in the price of our common stock. These tests may result in a write-off of goodwill deemed to be impaired, which could have a significant impact on our financial results; any such write-off would not impact our regulatory capital ratios, however, given that regulatory capital ratios are calculated using tangible capital amounts.
Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio
We maintain an allowance for loan losses that is designed to cover losses on loans that borrowers may not repay in their entirety. We believe that we maintain an allowance for loan losses at a level adequate to absorb probable losses inherent in the loan portfolio as of the corresponding balance sheet date, and in compliance with applicable accounting and regulatory guidance. However, the allowance may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our operating results.Accounting measurements related to impairment and the allowance
require significant estimates that are subject to uncertainty and changes relating to new information and changing circumstances. The significant uncertainties surrounding our borrowers' abilities to conduct their businesses successfully through changing economic environments, competitive challenges, and other factors complicate our estimates of the risk and/or amount of loss on any loan. Due to the degree of uncertainty and the susceptibility to change, the actual losses may vary from current estimates. We expect fluctuations in the allowance due to the uncertain economic conditions.
As an integral part of their examination process, our banking regulators periodically review the allowance and may require us to increase it for loan losses by recognizing additional provisions for loan losses charged to expense or to decrease the allowance by recognizing loan charge-offs, net of recoveries. Any such required additional loan loss provisions or charge-offs could have a material adverse effect on our financial condition and results of operations.
BancShares has been monitoring the impact of the October 2015 flooding in South Carolina. We have assessed how this situation may impact our customers and the areas in which they operate. However, we have not identified any significant impact to the credit quality of the loans in these areas that would cause us to adjust the allowance for loan losses.
Economic conditions in real estate markets and our reliance on junior liens may adversely impact our business and our results of operations
Real property collateral values may be impacted by economic conditions in the real estate market and may result in losses on loans that, while adequately collateralized at the time of origination, become inadequate. Our reliance on junior liens is concentrated in our non-commercial revolving mortgage loan portfolio. Approximately two-thirds of the revolving mortgage portfolio is secured by junior lien positions and lower real estate values for collateral underlying these loans may cause the outstanding balance of the senior lien to exceed the value of the collateral, resulting in a junior lien loan that is in effect unsecured. Inadequate collateral values, rising interest rates and unfavorable economic conditions could result in greater delinquency, write-downs or charge-offs in future periods, which could have a material adverse impact on our results of operations and capital adequacy.
Our concentration of loans to borrowers within the medical industry could impair our revenue if that industry experiences economic difficulties
If regulatory changes (e.g., Affordable Care Act) in the market negatively impact the borrowers' businesses and their ability to repay their loans with us, this could have a material adverse effect on our financial condition and results of operations. We could be required to increase our allowance for loan losses through provisions for loan loss on our income statement that would reduce reported net income.
Our concentration of credit exposure in loans to dental practices could increase credit risk
Dentists and dental practices generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, and generally have a heightened vulnerability to negative economic conditions. If economic conditions in the market negatively impact the borrowers’ businesses and their ability to repay their loans with us, this could have a material adverse effect on BancShares’ financial condition and results of operations.
Our financial performance depends upon our ability to attract and retain clients for our products and services, which ability may be adversely impacted by weakened consumer and/or business confidence, and by any inability on our part to predict and satisfy customers’ needs and demands
Our financial performance is subject to risks associated with the loss of client confidence and demand. A fragile or weakening economy, or ambiguity surrounding the economic future, may lessen the demand for our products and services. Our performance may also be negatively impacted if we should fail to attract and retain customers because we are not able to successfully anticipate, develop and market products and services that satisfy market demands. Such events could impact our performance through fewer loans, reduced fee income, and fewer deposits, each of which could result in reduced net income.
Our business is highly quantitative and requires widespread use of financial models for day-to-day operations; these models may produce inaccurate predictions that significantly vary from actual results
We rely on quantitative models to measure risks and to estimate certain financial values. Such models may be used in many processes including, but not limited to, the pricing of various products and services, classifications of loans, setting interest rates on loans and deposits, quantifying interest rate and other market risks, forecasting losses, measuring capital adequacy, and calculating economic and regulatory capital levels. Models may also be used to estimate the value of financial instruments and balance sheet items. Inaccurate or erroneous models present the risk that business decisions relying on the models will prove inefficient or ineffective. Additionally, information we provide to our investors and regulators may be negatively impacted by
inaccurately designed or implemented models. For further information on models, see the Risk Management section included in Item 7 of this Form 10-K.Operational Risks
We face significant operational risks in our businessesbusinesses.
Safely conducting and growing our business requires that we create and maintain an appropriate operational and organizational control infrastructure. Operational risk can arise in numerous ways, including employee fraud, customer fraud and control lapses in bank operations and information technology. Our dependence on our employees and internal and third party automated systems to record and process transactions may further increase the risk that technical failures or system-tampering will result in losses that are difficult to detect. We may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control. Failure to maintain appropriate operational infrastructure and oversight can lead to loss of service to customers, legal actions and noncompliance with various laws and regulations. We have implemented internal controls that are designed to safeguard and maintain our operational and organizational infrastructure and information. However, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
FailureA cyber attack, information or security breach, or a technology failure of ours or of a third party could adversely affect our ability to conduct our business, manage our exposure to risk, result in the disclosure or misuse of confidential or proprietary information, increase our costs to maintain effectiveand update our operational and security systems of internal controls over financial reporting could have a material adverse effect on our results of operation and financial conditioninfrastructure, and disclosures
We must have effective internal controls over financial reporting in order to provide reliable financial reports, to effectively prevent fraud, and to operate successfully as a public company. If we were unable to provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As part of our ongoing monitoring of our internal controls over financial reporting, we may discover material weaknesses or significant deficiencies requiring remediation. A “material weakness” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We continually work to improve our internal controls; however, we cannot be certain that these measures will ensure appropriate and adequate controls over our future financial processes and reporting. Any failure to maintain effective controls or to timely implement any necessary improvement of our internal controls could, among other things, result in losses from fraud or error, harm our reputation, or cause investors to lose confidence in our reported financial information, each of which could have a material adverse effect onadversely impact our results of operations, liquidity and financial condition, as well as cause legal or reputational harm.
Our businesses are highly dependent on the security and the market valueefficacy of our common stock.
Breachesinfrastructure, computer and data management systems, as well as those of third parties with whom we interact or on whom we rely. Our businesses rely on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and our vendor's information securitydata management systems could expose us to hacking and networks, and in the losscomputer and data management systems and networks of customer information, which could damage our business reputation and expose us to significant liability
We maintain and transmit large amounts of sensitive information electronically, including personal and financial information of our customers.third parties. In addition, to access our own systems, we also rely on external vendors to provide certainnetwork, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are therefore, exposedsubject to their information securityown cybersecurity risks. While we seek to mitigate internal and external information security risks, the volume of business conducted through electronic devices continues to grow, and our computer systems and network infrastructure, as well as the systems of external vendors and customers, present security risks including susceptibility to hacking and/or identity theft.
We, are alsoour customers, regulators and other third parties have been subject to, risks arising from a broad rangeand are likely to continue to be the target of, cyber attacks. These cyber attacks by doing business on the internet, which arise from both domestic and international sources and seek to obtain customerinclude computer viruses, malicious or destructive code, phishing attacks, denial of service or information for fraudulent purposes or in some cases, to disrupt business activities. Informationother security risksbreaches that could result in reputational damagethe unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and leadother information of ours, our employees, our customers or of third parties, damages to asystems, or otherwise material adverse impact ondisruption to our or our customers’ or other third parties’ network access or business financial conditionoperations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and financial resultsremediate any information security vulnerabilities or incidents. Despite efforts to protect the integrity of operations.
Weour systems and implement controls, processes, policies and other protective measures, we may not be able to utilizeanticipate all security breaches, nor may we be able to implement guaranteed preventive measures against such security breaches.
Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of new technologies, and the use of the Internet and telecommunications technologies to conduct financial transactions. For example, cybersecurity risks may increase in the future as we continue to increase our mobile-payment and other internet-based product offerings and expand our internal usage of web-based products and applications. In addition, cybersecurity risks have significantly increased in recent years in part due to the increased sophistication and activities of organized crime groups, hackers, terrorist organizations, hostile foreign governments, disgruntled employees or vendors, activists and other external parties, including those involved in corporate espionage. Even the most advanced internal control environment may be vulnerable to compromise. Additionally, the existence of cyber attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.
Although to date we have not experienced any material losses or other material consequences relating to technology failure, cyber attacks or other information or security breaches, whether directed at us or third parties, there can be no assurance that we will not suffer such losses or other consequences in the future. As a result, cybersecurity and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.
We also face indirect technology, cybersecurity and operational risks relating to the customers, clients and other third parties with whom we do business or upon whom we rely to facilitate or enable our business activities, including financial counterparties; financial intermediaries such as clearing agents, exchanges and clearing houses; vendors; regulators; providers of critical infrastructure such as internet access and electrical power. As a result of increasing consolidation, interdependence and complexity of financial entities and technology systems, a technology failure, cyber attack or other information or security breach that significantly degrades, deletes or compromises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including us. This consolidation interconnectivity and complexity increases the risk of operational failure, on both individual and industry-wide bases, as disparate systems need to be integrated, often on an accelerated basis. Any third-party technology failure, cyber attack or other information or security breach, termination or constraint could, among other things, adversely affect our ability to effect transactions, service our clients, manage our exposure to risk or expand our businesses.
Cyber attacks or other information or security breaches, whether directed at us or third parties, may result in a material loss or have material consequences. Furthermore, the public perception that a cyber attack on our systems has been successful, whether or not this perception is correct, may damage our reputation with customers and third parties with whom we do business. A successful penetration or circumvention of system security could cause us negative consequences, including loss of customers and business opportunities, disruption to our operations and business, misappropriation or destruction of our confidential information and/or that of our customers, or damage to our customers’ and/or third parties’ computers or systems, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.
We are exposed to losses related to credit and debit card fraud.
As technology continues to evolve, criminals are using increasingly more sophisticated techniques to commit and hide fraudulent activity. Fraudulent activity can come in many forms, including debit card/credit card fraud, check fraud, electronic scanning devices attached to ATM machines, social engineering and phishing attacks to obtain personal information and fraudulent impersonation of our clients through the use of falsified or stolen credentials. To counter the increased sophistication of these fraudulent activities, we have increased our investment in systems, technologies and controls to detect and prevent such fraud. Combating fraudulent activities as they evolve will result in continued ongoing investments in the future.
New technologies, and our ability to efficiently and effectively develop, market and deliver new products and services to our customers present competitive risks.
The continuous, widespread adoptionrapid growth of new digital technologies, including internet services, smart phones and other mobile devices, requires us to continuously evaluate our product and service offerings to ensure they remain competitive. Our success depends in part on our ability to adapt and deliver our products and services as well as our distribution of them,in a manner responsive to evolving industry standards and consumer preferences. The increasing pressure from our competitors, both bankNew technologies by banks and non-bank to keep pace and adopt new technologies andservice providers may create risks if our products and services may require usare no longer competitive with then-current standards, and could negatively affect our ability to further incur substantial expense. We may be unsuccessful at developingattract or introducing new products or services, modifying our existing products and services, adapting to changing customer preferences, achieving market acceptance or regulatory approval, sufficiently developing or maintainingmaintain a loyal customer base or offering products and services at prices and service levels competitive with those offered by our non-bank and bank competitors.base. These risks may affect our ability to grow and could reduce both our revenue streams from certain products and services, and our revenues generated by our net interest margins.while increasing expenses associated with developing more competitive solutions. Our results of operations and financial condition could be adversely affected.
Unfavorable economic conditions could adversely affectWe depend on key personnel for our business
Our business is subject to periodic fluctuations based on national, regional and local economic conditions. These fluctuations are not predictable, cannot be controlled, and may have a material adverse impact on our operations and financial condition. Our banking operations are locally oriented and community-based. Our retail and commercial banking activities are primarily concentrated within the same geographic footprint. Our markets include the Southeast, Mid-Atlantic, Midwest, and Western United States, with our deepest presence in North Carolina and South Carolina. Worsening economic conditions within our markets, particularly within North Carolina and South Carolina, could have a material adverse effect on our financial condition, results of operations and cash flows. Accordingly, we expect to continue to be dependent upon local business conditions as well as conditions in the local residential and commercial real estate markets we serve. Unfavorable changes in unemployment, real estate values, interest rates and other factors could weaken the economies of the communities we serve. In recent years, economic growth and business activity across a wide range of industries has been slow and uneven and there can be no assurance that economic conditions will continue to improve, and these conditions could worsen. In addition, oil price volatility, the level of U.S. debt and global economic conditions have had a destabilizing effect on financial markets. Weakness in any of our market areas could have an adverse impact on our earnings, and consequently our financial condition and capital adequacy.
Our business and financial performance could be impacted by natural disasters, acts of war or terrorist activities
Natural disasters (including but not limited to earthquakes, hurricanes, tornadoes, floods, fires, explosions), acts of war and terrorist activities could hurt our performance (i) directly through damage to our facilities or other impact to our ability to conduct business in the ordinary course, and (ii) indirectly through such damage or impacts to our customers, suppliers or other counterparties. In particular, a significant amount of our business is concentrated in North Carolina and South Carolina, including in coastal areas where our retail and commercial customers could be impacted by hurricanes. We could also suffer adverse results to the extent that disasters, wars or terrorist activities affect the broader markets or economy. Our ability to minimize the consequences of such events is in significant measure reliant on the quality of our disaster recovery planning and our ability, if any, to forecast the events.
Our business could suffer if we fail to attract and retain skilled employeessuccess.
Our success depends to a great extent on our ability to attract and retain key employees. Competitionpersonnel. We have an experienced management team that our Board of Directors believes is intense for employees whomcapable of managing and growing our business. Losses of, or changes in, our current executive officers or other key personnel and their responsibilities may disrupt our business and could adversely affect our financial condition, results of operations and liquidity. There can be no assurance that we believe will be successful in developing and attracting new business and/or managing critical support functions. We may not be able to hire the best employees or, if successful, retain them after their employment.
We rely on external vendors
Third party vendors provide key components ofretaining our business infrastructure, including certain data processing and information services. A number of our vendors are large national entities with dominant market presence in their respective fields, and their services could be difficult to quickly replace in the event of failurecurrent executive officers or other interruptionkey personnel, or hiring additional key personnel to assist in service. Failures of certain vendors to provide services could adversely affectexecuting our ability to deliver productsgrowth, expansion and services to our customers. External vendors also present information security risks. We monitor vendor risks, including the financial stability of critical vendors. The failure of a critical external vendor could disrupt our business and cause us to incur significant expense.
Accounting standards may change and increase our operating costs and/or otherwise adversely affect our results
The Financial Accounting Standards Board and the Securities and Exchange Commission periodically modify the standards that govern the preparation of our financial statements. The nature of these changes is not predictable and could impact how we record transactions in our financial statements, which could lead to material changes in assets, liabilities, shareholders’ equity, revenues, expenses and net income. In some cases, we could be required to apply new or revised standards retroactively, resulting in changes to previously-reported financial results or a cumulative adjustment to retained earnings. Application of new accounting rules or standards could require us to implement costly technology changes.
Certain provisions in our Certificate of Incorporation and Bylaws may prevent a change in management or a takeover attempt that you might consider to be in your best interests
Certain provisions contained in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could delay or prevent the removal of directors and other management. The provisions could also delay or make more difficult a tender offer, merger, or proxy contest that you might consider to be in your best interests. For example, the Certificate of Incorporation and/or Bylaws:
allow our Board of Directors to issue and set the terms of preferred shares without further shareholder approval;
limit who can call a special meeting of shareholders; and
establish advance notice requirements for nominations for election to the Board of Directors and proposals of other business to be considered at annual meetings of shareholders.
These provisions, as well as provisions of the Bank Holding Company Act and other relevant statutes and regulations which require advance notice and/or applications for regulatory approval of changes in control of banks and bank holding companies, and additionally the fact that the Holding family holds or controls shares representing a majority of the voting power of our common stock, may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price, and adversely affect the market price of our common stock.
The market price of our stock may be volatile
Although publicly traded, our common stock has less liquidity and public float than other large publicly traded financial services companies. Low liquidity increases the price volatility of our stock and could make it difficult for our shareholders to sell or buy our common stock at specific prices.
Excluding the impact of liquidity, the market price of our common stock can fluctuate widely in response to other factors including expectations of financial and operating results, actual operating results, actions of institutional shareholders, speculation in the press or the investment community, market perception of acquisitions, rating agency upgrades or downgrades, stock prices of other companies that are similar to us, general market expectations related to the financial services industry, and the potential impact of government actions affecting the financial services industry.
We rely on dividends from FCB
As a financial holding company, we are a separate legal entity from FCB. We derive most of our revenue and cash flow from dividends paid by FCB. These dividends are the primary source on which we pay dividends on our common stock and interest and principal on our debt obligations. State and federal laws impose restrictions on the dividends that FCB may pay to us. In the event FCB is unable to pay dividends to us for an extended period of time, we may not be able to service our debt obligations or pay dividends on our common stock.acquisition strategies.
We are subject to litigation risks, and our expenses related to litigation may adversely affect our resultsresults.
We are subject to litigation risks in the ordinary course of our business. Claims and legal actions, including supervisory actions by our regulators, that may be initiated against us from time to time could involve large monetary sums and significant defense costs. During the last credit crisis, we saw both the number of cases and our expenses related to those cases increase. The outcomes of such cases are always uncertain until finally adjudicated or resolved.
We establish reserves for legal claims when payments associated with the claims become probable and our liability can be reasonably estimated. We may still incur legal costs for a matter even if we have not established a reserve. In addition, the actual amount paid in resolution of a legal claim may be substantially higher than any amounts reserved for the matter. The ultimate resolution of a legal proceeding, depending on the remedy sought and any relief granted, could materially adversely affect our results of operations and financial condition.
Substantial legal claims or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects. We may be exposed to substantial uninsured legal liabilities and/or regulatory actions which could adversely affect our results of operations and financial condition. For additional information, see Note U,T, “Commitments and Contingencies,” to the Consolidated Financial Statements in this Form 10-K.
Our business and financial performance could be impacted by natural disasters, acts of war or terrorist activities.
Natural disasters (including but not limited to earthquakes, hurricanes, tornadoes, floods, fires, explosions), acts of war and terrorist activities could hurt our performance (i) directly through damage to our facilities or other impacts to our ability to conduct business in the ordinary course, and (ii) indirectly through such damage or impacts to our customers, suppliers or other counterparties. In particular, a significant amount of our business is concentrated in North Carolina and South Carolina, including coastal areas where our retail and commercial customers have been and in the future could be impacted by hurricanes. We could also suffer adverse results to the extent that disasters, wars or terrorist activities affect the broader markets or economy. Our ability to minimize the consequences of such events is in significant measure reliant on the quality of our disaster recovery planning and our ability, if any, to forecast the events.
We rely on third parties.
Third party vendors provide key components of our business infrastructure, including certain data processing and information services. Their services could be difficult to quickly replace in the event of failure or other interruption in service. Failures of certain vendors to provide services could adversely affect our ability to deliver products and services to our customers. External vendors also present information security risks. We monitor significant vendor risks, including the financial stability of critical vendors. The failure of a critical external vendor could disrupt our business and cause us to incur significant expense.
Our business is highly quantitative and requires widespread use of financial models for day-to-day operations; these models may produce inaccurate predictions that significantly vary from actual results.
We rely on quantitative models to measure risks and to estimate certain financial values. Such models may be used in many processes including, but not limited to, the pricing of various products and services, classifications of loans, setting interest rates on loans and deposits, quantifying interest rate and other market risks, forecasting losses, measuring capital adequacy and calculating economic and regulatory capital levels. Models may also be used to estimate the value of financial instruments and balance sheet items. Inaccurate or erroneous models present the risk that business decisions relying on the models will prove inefficient or ineffective. Additionally, information we provide to our investors and regulators may be negatively impacted by inaccurately designed or implemented models. For further information on models, see the Risk Management section included in Item 7 of this Form 10-K.
Failure to maintain an effective system of internal control over financial reporting could have a material adverse effect on our results of operations and financial condition and disclosures.
We must have effective internal controls over financial reporting in order to provide reliable financial reports, to effectively prevent fraud and to operate successfully as a public company. If we were unable to provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As part of our ongoing monitoring of our internal controls over financial reporting, we may discover material weaknesses or significant deficiencies requiring remediation. A “material weakness” is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We continually work to improve our internal controls; however, we cannot be certain that these measures will ensure appropriate and adequate controls over our future financial processes and reporting. Any failure to maintain effective controls or to implement any necessary improvement of our internal controls in a timely manner could, among other things, result in losses from fraud or error, harm our reputation or cause investors to lose confidence in our reported financial information, each of which could have a material adverse effect on our results of operations and financial condition and the market value of our common stock.
The quality of our data could deteriorate and cause financial or reputational harm to the Bank.
Incomplete, inconsistent, or inaccurate data could lead to non-compliance with regulatory statutes and result in fines. Additionally, customer impact could result in reputational harm and customer attrition.
Malicious action by an employee could result in harm to our customers or the Bank.
Several high-profile cases of misconduct have occurred at other financial institutions. Such an event may lead to large regulatory fines, as well as an erosion in customer confidence, which could impact our financial position.
Credit Risks
If we fail to effectively manage credit risk, our business and financial condition will suffer.
We must effectively manage credit risk. There are risks inherent in making any loan, including risks of repayment, risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting and guidelines, risks resulting from changes in economic and industry conditions, risks inherent in dealing with individual borrowers and risks resulting from uncertainties as to the future value of collateral. There is no assurance that our loan approval procedures and our credit risk monitoring are or will be adequate to or will reduce the inherent risks associated with lending. Our credit administration personnel, policies and procedures may not adequately adapt to changes in economic or other conditions affecting customers and the quality of our loan portfolio. Any failure to manage such credit risks may materially adversely affect our business, and our consolidated results of operations and financial condition.
Our concentration of loans to borrowers within the medical and dental industries could impair our earnings if those industries experience economic difficulties.
Statutory or regulatory changes, or economic conditions in the market generally, could negatively impact borrowers' businesses and their ability to repay their loans with us, which could have a material adverse effect on our financial condition and results of operations. Additionally, smaller practices such as those in the dental industry generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, and generally have a heightened vulnerability to negative economic conditions. Consequently, we could be required to increase our allowance for loan losses through additional provisions on our income statement, which would reduce reported net income. See Note D for additional discussion.
Economic conditions in real estate markets and our reliance on junior liens may adversely impact our business and our results of operations.
Real property collateral values may be impacted by economic conditions in the real estate market and may result in losses on loans that, while adequately collateralized at the time of origination, become inadequately collateralized. Our reliance on junior liens is concentrated in our non-commercial revolving mortgage loan portfolio. Approximately two-thirds of the non-commercial revolving mortgage portfolio is secured by junior lien positions, and lower real estate values for collateral underlying these loans may cause the outstanding balance of the senior lien to exceed the value of the collateral, resulting in a junior lien loan that is effectively unsecured. Inadequate collateral values, rising interest rates and unfavorable economic conditions could result in greater delinquencies, write-downs or charge-offs in future periods, which could have a material adverse impact on our results of operations and capital adequacy.
Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.
We maintain an allowance for loan losses that is designed to cover losses on loans that borrowers may not repay in their entirety. We believe that we maintain an allowance for loan losses at a level adequate to absorb probable losses inherent in the loan portfolio as of the corresponding balance sheet date, and in compliance with applicable accounting and regulatory guidance. However, the allowance may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our operating results.Accounting measurements related to impairment and the allowance require significant estimates that are subject to uncertainty and revisions driven by new information and changing circumstances. The significant uncertainties surrounding our borrowers' abilities to conduct their businesses successfully through changing economic environments, competitive challenges and other factors complicate our estimates of the risk and/or amount of loss on any loan. Due to the degree of uncertainty and the susceptibility to change, the actual losses may vary from current estimates. We also expect fluctuations in the allowance due to economic changes nationally as well as locally within the states we conduct business.
As an integral part of their examination process, our banking regulators periodically review the allowance and may require us to increase it for loan losses by recognizing additional provisions for loan losses charged to expense or to decrease the allowance by recognizing loan charge-offs, net of recoveries. Any such required additional loan loss provisions or charge-offs could have a material adverse effect on our financial condition and results of operations.
Our financial condition could be adversely affected by the soundness of other financial institutions.
Financial services institutions are interrelated as a result of trading, clearing, counterparty and/or other relationships. We have exposure to numerous financial services providers, including banks, securities brokers and dealers and other financial services providers. Although we monitor the financial conditions of financial institutions with which we have credit exposure, transactions with those institutions expose us to credit risk through the possibility of counterparty default.
Market Risks
Unfavorable economic conditions could adversely affect our business.
Our business is subject to periodic fluctuations based on national, regional and local economic conditions. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition. Our banking operations are located within several states but are locally oriented and community based. Our retail and commercial banking activities are primarily concentrated within the same geographic footprint. Our markets include the Southeast, Mid-Atlantic, Midwest and Western United States, with our greatest presence in North Carolina and South Carolina. Worsening economic conditions within our markets, particularly within North Carolina and South Carolina, could have a material adverse effect on our financial condition, results of operations and cash flows. Accordingly, we expect to continue to be dependent upon local business conditions as well as conditions in the local residential and commercial real estate markets we serve. Unfavorable changes in unemployment, real estate values, interest rates and other factors could weaken the economies of the communities we serve. Economic growth and business activity have remained relatively stable across a wide range of industries and geographic locations, but there can be no assurance that current economic conditions will continue or that these conditions will not worsen.
In addition, the political environment, the level of United States (U.S.) debt and global economic conditions can have a destabilizing effect on financial markets. Weakness in any of our market areas could have an adverse impact on our earnings, and consequently, our financial condition and capital adequacy.
Accounting for acquired assets may result in earnings volatility.
Fair value discounts that are recorded at the time an asset is acquired are accreted into interest income based on accounting principles generally accepted in the United States (GAAP). The rate at which those discounts are accreted is unpredictable and the result of various factors including prepayments and changes in credit quality. Post-acquisition deterioration in excess of remaining discounts results in the recognition of provision expense. Additionally, the income statement impact of adjustments to the indemnification asset recorded in certain FDIC-assisted transactions may occur over a shorter period of time than the adjustments to the covered assets.
Fair value discount accretion, post-acquisition impairment and adjustments to the indemnification asset may result in significant volatility in our earnings. Volatility in earnings could unfavorably influence investor interest in our common stock, thereby depressing the market value of our stock and the market capitalization of our company.
The performance of equity securities and corporate bonds in the investment portfolio could be adversely impacted by the soundness and fluctuations in the market values of other financial institutions.
Our investment securities portfolio contains certain equity securities and corporate bonds of other financial institutions. As a result, a portion of our investment securities portfolio is subject to fluctuation due to changes in the financial stability and market value of other financial institutions, as well as interest rate sensitivity to economic and market conditions. Such fluctuations could have an adverse effect on our results of operations.
Failure to effectively manage our interest rate risk could adversely affect us.
Our results of operations and cash flows are highly dependent upon net interest income. Interest rates are sensitive to economic and market conditions that are beyond our control, including the actions of the Federal Reserve Board’s Federal Open Market Committee (FOMC). Changes in monetary policy could influence interest income, interest expense, and the fair value of our financial assets and liabilities. If changes in interest rates on our interest-earning assets are not equal to the changes in interest rates on our interest-bearing liabilities, our net interest income and, therefore, our net income, could be adversely impacted.
As interest rates rise, our interest expense will increase and our net interest margins may decrease, negatively impacting our performance and, potentially, our financial condition. To the extent banks and other financial services providers compete for interest-bearing deposit accounts through higher interest rates, our deposit base could be reduced if we are unwilling to pay those higher rates. If we decide to compete with those higher interest rates, our cost of funds could increase and our net interest margins could be reduced. Additionally, higher interest rates will impact our ability to originate new loans. Increases in interest rates could adversely affect the ability of our borrowers to meet higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and net charge-offs, which could adversely affect our business and financial condition.
Although we maintain an interest rate risk monitoring system, the forecasts of future net interest income are estimates and may be inaccurate. Actual interest rate movements may differ from our forecasts, and unexpected actions by the FOMC may have a direct impact on market interest rates.
We May Be Adversely Impacted By The Transition From LIBOR as a reference rate
In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (“LIBOR”). This announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. Consequently, at this time, it is not possible to predict whether and to what extent banks will continue to provide submissions for the calculation of LIBOR. Similarly, it is not possible to predict whether LIBOR will continue to be viewed as an acceptable market benchmark, what rate or rates may become accepted alternatives to LIBOR, or what the effect of any such changes in views or alternatives may be on the markets for LIBOR-indexed financial instruments.
We have loans, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. The transition from LIBOR could create additional costs and risks. Since proposed alternative rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR. The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation tools, and product design. Furthermore, failure to adequately manage this transition process with our customers could adversely impact our reputation. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, failure to adequately manage the transition could have a material adverse effect on our business, financial condition and results of operations.
Liquidity Risks
If our current level of balance sheet liquidity were to experience pressure, it could affect our ability to pay deposits and fund our operations.
Our deposit base represents our primary source of core funding and balance sheet liquidity. We normally have the ability to stimulate core deposit growth through reasonable and effective pricing strategies. However, in circumstances where our ability to generate needed liquidity is impaired, we need access to noncore funding such as borrowings from the Federal Home Loan Bank (FHLB) and the Federal Reserve, Federal Funds purchased lines and brokered deposits. While we maintain access to these noncore funding sources, some sources are dependent on the availability of collateral as well as the counterparty’s willingness and ability to lend.
Capital Adequacy Risks
Our ability to grow is contingent on access to capital.
Our primary capital sources have been retained earnings and debt issued through both private and public markets. Rating agencies regularly evaluate our creditworthiness and assign credit ratings to BancShares and FCB. The ratings of the agencies are based on a number of factors, some of which are outside our control. In addition to factors specific to our financial strength and performance, the rating agencies also consider conditions generally affecting the financial services industry. There can be no assurance that we will maintain our current credit ratings. Rating reductions could adversely affect our access to funding sources and the cost of obtaining funding.
Based on existing capital levels, BancShares and FCB are well-capitalized under current leverage and risk-based capital standards. Our ability to grow is contingent on our ability to generate sufficient capital to remain well-capitalized under current and future capital adequacy guidelines.
We are subject to capital adequacy and liquidity guidelines and, if we fail to meet these guidelines, our financial condition would be adversely affected.
Under regulatory capital adequacy guidelines and other regulatory requirements, BancShares, together with FCB, must meet certain capital and liquidity guidelines, subject to qualitative judgments by regulators about components, risk weightings and other factors.
The Federal Reserve Bank (FRB) issued capital rules that established a new comprehensive capital framework for U.S. banking institutions and established a more conservative definition of capital. These requirements, known as Basel III, became effective January 1, 2015, and, as a result, we became subject to enhanced minimum capital and leverage ratios. These requirements could adversely affect our ability to pay dividends, restrict certain business activities or compel us to raise capital, each of which may adversely affect our results of operations or financial condition. In addition, the costs associated with complying with more stringent capital requirements, such as the requirement to formulate and submit capital plans based on pre-defined stress scenarios on an annual basis, could have an adverse effect on us. See the Supervision and Regulation section included in Item 7 of this Form 10-K for additional information regarding the capital requirements under the Dodd-Frank Act and Basel III.
Compliance Risks
We operate in a highly regulated industry; the laws and regulations that govern our operations, taxes, corporate governance, executive compensation and financial accounting and reporting, including changes in them or our failure to comply with them, may adversely affect us.
We are subject to extensive regulation and supervision that govern almost all aspects of our operations. In addition to a multitude of regulations designed to protect customers, depositors and consumers, we must comply with other regulations that protect the deposit insurance fund and the stability of the U.S. financial system, including laws and regulations that, among other matters, prescribe minimum capital requirements; impose limitations on our business activities and investments; limit the dividends or distributions that we can pay; restrict the ability of our bank subsidiaries to guarantee our debt; and impose certain specific accounting requirements that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than GAAP. Compliance with laws and regulations can be difficult and costly, and changes in laws and regulations often impose additional compliance costs.
The Sarbanes-Oxley Act of 2002 and the related rules and regulations issued by the SEC and Nasdaq, as well as numerous other recently enacted statutes and regulations, including the Dodd-Frank Act, EGRRCPA, and regulations promulgated thereunder, have increased the scope, complexity and cost of corporate governance and reporting and disclosure practices, including the costs of completing our external audit and maintaining our internal controls. Such additional regulation and supervision may limit our ability to pursue business opportunities.
The failure to comply with these various rules and regulations could subject us to restrictions on our business activities, including mergers and acquisitions, fines and other penalties, any of which could adversely affect our results of operations, capital base and the price of our common stock.
We may be adversely affected by changes in U.S. tax laws and other laws and regulations.
Corporate tax rates affect our profitability and capital levels. The U.S. corporate tax code may be further reformed by the U.S. Congress and additional guidance may be issued by the U.S. Department of the Treasury relevant to the Tax Cuts and Jobs Act (Tax Act) enacted during 2017. Additional adverse amendments to the Tax Act or other related legislation could have an adverse impact on our financial condition and results of operations.
Strategic Risks
We encounter significant competition that may reduce our market share and profitability.
We compete with other banks and specialized financial services providers in our market areas. Our primary competitors include local, regional and national banks; credit unions; commercial finance companies; various wealth management providers; independent and captive insurance agencies; mortgage companies; and non-bank providers of financial services. Some of our larger competitors, including certain banks with a significant presence in our market areas, have the capacity to offer products and services we do not offer. Some of our non-bank competitors operate in less stringent regulatory environments, and certain competitors are not subject to federal and/or state income taxes. The fierce competitive pressures that we face adversely affect pricing for many of our products and services.
Certain provisions in our Certificate of Incorporation and Bylaws may prevent a change in management or a takeover attempt that you might consider to be in your best interests.
Certain provisions contained in our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws could delay or prevent the removal of directors and other management. The provisions could also delay or make more difficult a tender offer, merger or proxy contest that you might consider to be in your best interests. For example, our Certificate of Incorporation and/or Bylaws:
allow our Board of Directors to issue and set the terms of preferred shares without further shareholder approval;
limit who can call a special meeting of shareholders; and
establish advance notice requirements for nominations for election to the Board of Directors and proposals of other business to be considered at annual meetings of shareholders.
These provisions, as well as provisions of the BHCA and other relevant statutes and regulations that require advance notice and/or applications for regulatory approval of changes in control of banks and bank holding companies, may discourage bids for our common stock at a premium over market price, adversely affecting its market price. Additionally, the fact that the Holding family holds or controls shares representing a majority of the voting power of our common stock may discourage potential takeover attempts and/or bids for our common stock at a premium over market price.
The market price of our stock may be volatile.
Although publicly traded, our common stock has less liquidity and public float than many other large, publicly traded financial services companies. Low liquidity increases the price volatility of our stock and could make it difficult for our shareholders to sell or buy our common stock at specific prices.
Excluding the impact of liquidity, the market price of our common stock can fluctuate widely in response to other factors, including expectations of financial and operating results, actual operating results, actions of institutional shareholders, speculation in the press or the investment community, market perception of acquisitions, rating agency upgrades or downgrades, stock prices of other companies that are similar to us, general market expectations related to the financial services industry and the potential impact of government actions affecting the financial services industry.
We rely on dividends from FCB.
As a financial holding company, we are a separate legal entity from FCB. We derive most of our revenue and cash flow from dividends paid by FCB. These dividends are the primary source from which we pay dividends on our common stock and interest and principal on our debt obligations. State and federal laws impose restrictions on the dividends that FCB may pay to us. In the event FCB is unable to pay dividends to us for an extended period of time, we may not be able to service our debt obligations or pay dividends on our common stock.
Our financial performance depends upon our ability to attract and retain clients for our products and services, which ability may be adversely impacted by weakened consumer and/or business confidence, and by any inability on our part to predict and satisfy customers’ needs and demands.
Our financial performance is subject to risks associated with the loss of client confidence and demand. A fragile or weakening economy, or ambiguity surrounding the economic future, may lessen the demand for our products and services. Our performance may also be negatively impacted if we fail to attract and retain customers because we are not able to successfully anticipate, develop and market products and services that satisfy market demands. Such events could impact our performance through fewer loans, reduced fee income and fewer deposits, each of which could result in reduced net income.
The value of our goodwill may decline in the future.
At December 31, 2018, we had $236.3 million of goodwill recorded as an asset on our balance sheet. We test goodwill for impairment at least annually, comparing the estimated fair value of a reporting unit with its net book value. We also test goodwill for impairment when certain events occur, such as a significant decline in our expected future cash flows, a significant adverse change in the business climate or a sustained decline in the price of our common stock. These tests may result in a write-off of goodwill deemed to be impaired, which could have a significant impact on our financial results; however, any such write-off would not impact our regulatory capital ratios, given that regulatory capital ratios are calculated using tangible capital amounts.
We may be adversely affected by risks associated with completed, pending or any potential future acquisitions.
We plan to continue to grow our business organically. However, we have pursued and expect to continue to pursue acquisition opportunities that we believe support our business strategies and may enhance our profitability. We must generally satisfy a number of material conditions prior to consummating any acquisition including, in many cases, federal and state regulatory approval. We may fail to complete strategic and competitively significant business opportunities as a result of our inability to obtain required regulatory approvals in a timely manner or at all.
Acquisitions of financial institutions or assets of financial institutions involve operational risks and uncertainties, and acquired companies or assets may have unknown or contingent liabilities, exposure to unexpected asset quality problems that require write downs or write-offs, difficulty retaining key employees and customers and other issues that could negatively affect our results of operations and financial condition.
We may not be able to realize projected cost savings, synergies or other benefits associated with any such acquisition. Failure to efficiently integrate any acquired entities or assets into our existing operations could significantly increase our operating costs and have material adverse effects on our financial condition and results of operations. There can be no assurance that we will be successful in identifying, consummating, or integrating any potential acquisitions.
Accounting standards may change and increase our operating costs and/or otherwise adversely affect our results.
The Financial Accounting Standards Board (FASB) and the SEC periodically modify the standards that govern the preparation of our financial statements. The nature of these changes is not predictable and could impact how we record transactions in our financial statements, which could lead to material changes in assets, liabilities, shareholders’ equity, revenues, expenses and net income. In some cases, we could be required to apply new or revised standards retroactively, resulting in changes to previously reported financial results or a cumulative adjustment to retained earnings. Application of new accounting rules or standards could require us to implement costly technology changes.
Item 2. Properties
BancShares' and FCB's headquarters facility, a nine-story building with approximately 163,000 square feet, is located in Raleigh, North Carolina. In addition, FCB occupies separate facilities in Raleigh and in Columbia, South Carolina, that serve as data and operations centers. As of December 31, 2015, BancShares2018, FCB operated 551 branch offices at 559 locations in Arizona, California, Colorado, Florida, Georgia, Kansas, Maryland, Missouri, New Mexico, North Carolina, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Virginia, Washingtonthroughout the Southeast, Mid-Atlantic, Midwest and West Virginia and the District of Columbia.Western United States. FCB owns many of the buildings and leases other facilities from third parties.
BancShares' headquarters facility, a nine-story building with approximately 163,000 square feet, is located in suburban Raleigh, North Carolina. In addition, we occupy separate facilities in Raleigh and Columbia, South Carolina that serve as our data and operations centers.
Additional information relating to premises, equipment and lease commitments is set forth in Note F of BancShares’ Notes to Audited Consolidated Financial Statements.
Item 3. 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 are claimed. Although the amount of any ultimate liability with respect to those other matters cannot be determined, in the opinion of management, no legal actionactions currently existsexist that isare expected to have a material effect on BancShares’ consolidated financial statements. Additional information related to legal proceedings is set forth in Note U "Commitments and Contingencies"T of BancShares’ Notes to Consolidated Financial Statements.
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
BancShares has two classes of common stock—Class A common and Class B common. Shares of Class A common have one vote per share, while shares of Class B common have 16 votes per share. BancShares’ Class A common stock is listed on the NASDAQ Global Select Market under the symbol FCNCA. The Class B common stock is traded on the over-the-counter market and quoted on the OTCOver-The-Counter (OTC) Bulletin Board under the symbol FCNCB. As of December 31, 2015,2018, there were 1,5081,264 holders of record of the Class A common stock and 238193 holders of record of the Class B common stock. The market volume for Class B common stock is extremely limited. On many days there is no trading and, to the extent there is trading, it is generally low.
The average monthly trading volume for the Class A common stock was 489,200 shares for the fourth quarter of 2015 and 510,075 shares for the year ended December 31, 2015. The Class B common stock monthly trading volume averaged 1,267 shares in the fourth quarter of 2015 and 1,875 shares for the year ended December 31, 2015.
The per share cash dividends declared by BancShares on both the Class A and Class B common stock, the high and low sales prices per share of BancShares Class A common stock, as reported on NASDAQ, and the high and low bid prices for BancShares Class B common stock, as reported in the OTC Bulletin Board, for each quarterly period during 2015 and 2014, are set forth in the following table.volume. Over-the-counter bid prices for BancShares Class B common stock represent inter-dealer prices without retail markup, markdown or commissions, and may not represent actual transactions.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2015 | | 2014 |
| Fourth quarter | | Third quarter | | Second quarter | | First quarter | | Fourth quarter | | Third quarter | | Second quarter | | First quarter |
Cash dividends (Class A and Class B) | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
|
Class A sales price | | | | | | | | | | | | | | | |
High | 263.62 |
| | 266.01 |
| | 261.27 |
| | 264.95 |
| | 271.97 |
| | 247.45 |
| | 260.10 |
| | 240.46 |
|
Low | 215.98 |
| | 213.74 |
| | 226.09 |
| | 221.61 |
| | 206.14 |
| | 214.53 |
| | 214.93 |
| | 215.22 |
|
Class B bid price | | | | | | | | | | | | | | | |
High | 245.00 |
| | 246.01 |
| | 244.66 |
| | 246.74 |
| | 247.40 |
| | 230.50 |
| | 244.50 |
| | 219.01 |
|
Low | 202.05 |
| | 197.05 |
| | 228.01 |
| | 212.00 |
| | 208.00 |
| | 206.00 |
| | 199.93 |
| | 198.01 |
|
A cash dividend of 30 cents per share was declared by the Board of Directors on January 26, 2016, payable on April 4, 2016, to holders of record as of March 21, 2016. Payment of dividends is made at the discretion of the Board of Directors and is contingent upon satisfactory earnings as well as projected future capital needs. BancShares’ principal source of liquidity for payment of shareholder dividends is the dividend it receives from FCB. FCB is subject to various requirements under federal and state banking laws that restrict the payment of dividends and its ability to lend to BancShares. Subject to the foregoing, it is currently management’s expectation that comparable cash dividends will continue to be paid in the future.transaction prices.
DuringThe average monthly trading volume for the third quarter of 2014, our board approved an amendment to our Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 11,000,000 to 16,000,000. In connection withwas 679,451 shares for the Bancorporation merger, BancShares repurchasedfourth quarter of 2018 and retired 167,600 and 45,900787,238 shares of Class A andfor the year ended December 31, 2018. The Class B common stock on October 1, 2014, respectively, that were previously held by Bancorporation.monthly trading volume averaged 4,703 shares in the fourth quarter of 2018 and 2,218 shares for the year ended December 31, 2018.
On October 27, 2015,During 2018, our board approved a stock repurchase plan that provides forBoard authorized the purchase of up to 100,000800,000 shares of Class A common stock. The shares may be purchased from time to time at management's discretion from November 1, 20152018 through October 31, 2016. The board's action approving share purchases2019. That authorization does not obligate BancShares to acquirepurchase any particular amount of shares, and purchases may be suspended or discontinued at any time. AnyThe Board's action replaced existing authority to purchase up to 800,000 shares in effect during the twelve months preceding November 1, 2018. BancShares purchased 200,000 shares under the previous authority that expired on October 31, 2018, and 182,000 shares have been purchased under the newly approved authority, which began November 1, 2018. During the third quarter of 2018, BancShares purchased 100,000 shares of its outstanding Class A common stock that areat a price of $465 per share from a related party. An additional 106,500 shares have been purchased will be canceled. As ofsubsequent to December 31, 2015, no purchases had occurred pursuant to that authorization.2018.
There were no sharesShares of Class A or Class B common stock purchased by BancShares during the three monthsyear ended December 31, 2015.2018.
|
| | | | | | | | | | | | |
Class A common stock | Total Number of Class A Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs |
Purchases from July 1, 2018 to July 31, 2018 | — |
| | $ | — |
| | — |
| | 800,000 |
|
Purchases from August 1, 2018 to August 31, 2018 | 100,000 |
| | 465.00 |
| | 100,000 |
| | 700,000 |
|
Purchases from September 1, 2018 to September 30, 2018 | 25,000 |
| | 463.39 |
| | 25,000 |
| | 675,000 |
|
Purchases from October 1, 2018 to October 31, 2018 | 75,000 |
| | 438.26 |
| | 75,000 |
| | 600,000 |
|
Purchases from November 1, 2018 to November 30, 2018 | 82,400 |
| | 433.02 |
| | 82,400 |
| | 717,600 |
|
Purchases from December 1, 2018 to December 31, 2018 | 99,600 |
| | 388.43 |
| | 99,600 |
| | 618,000 |
|
Total | 382,000 |
| | $ | 432.78 |
| | 382,000 |
| | 618,000 |
|
The following graph compares the cumulative total shareholder return (CTSR) of our Class A common stock during the previous five years with the CTSR over the same measurement period of the NASDAQ – Banks Index and the NASDAQ – U.S. Index. Each trend line assumes that $100 was invested on December 31, 2010,2013, and that dividends were reinvested for additional shares.
17
Item 6. Selected Financial Data
Table 1
FINANCIAL SUMMARY AND SELECTED AVERAGE BALANCES AND RATIOS
| | (Dollars in thousands, except share data) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
SUMMARY OF OPERATIONS | | | | | | | | | | | | | | | | | | |
Interest income | $ | 969,209 |
| | $ | 760,448 |
| | $ | 796,804 |
| | $ | 1,004,836 |
| | $ | 1,015,159 |
| $ | 1,245,757 |
| | $ | 1,103,690 |
| | $ | 987,757 |
| | $ | 969,209 |
| | $ | 760,448 |
|
Interest expense | 44,304 |
| | 50,351 |
| | 56,618 |
| | 90,148 |
| | 144,192 |
| 36,857 |
| | 43,794 |
| | 43,082 |
| | 44,304 |
| | 50,351 |
|
Net interest income | 924,905 |
| | 710,097 |
| | 740,186 |
| | 914,688 |
| | 870,967 |
| 1,208,900 |
| | 1,059,896 |
| | 944,675 |
| | 924,905 |
| | 710,097 |
|
Provision (credit) for loan and lease losses | 20,664 |
| | 640 |
| | (32,255 | ) | | 142,885 |
| | 232,277 |
| 28,468 |
| | 25,692 |
| | 32,941 |
| | 20,664 |
| | 640 |
|
Net interest income after provision for loan and lease losses | 904,241 |
| | 709,457 |
| | 772,441 |
| | 771,803 |
| | 638,690 |
| 1,180,432 |
| | 1,034,204 |
| | 911,734 |
| | 904,241 |
| | 709,457 |
|
Gain on acquisition | 42,930 |
| | — |
| | — |
| | — |
| | 150,417 |
| |
Noninterest income | 424,158 |
| | 343,213 |
| | 267,382 |
| | 192,254 |
| | 316,472 |
| |
Gain on acquisitions | | — |
| | 134,745 |
| | 5,831 |
| | 42,930 |
| | — |
|
Noninterest income excluding gain on acquisitions | | 400,149 |
| | 387,218 |
| | 371,268 |
| | 424,158 |
| | 343,213 |
|
Noninterest expense | 1,038,915 |
| | 849,076 |
| | 771,380 |
| | 766,933 |
| | 792,925 |
| 1,076,971 |
| | 1,012,469 |
| | 937,766 |
| | 1,038,915 |
| | 849,076 |
|
Income before income taxes | 332,414 |
| | 203,594 |
| | 268,443 |
| | 197,124 |
| | 312,654 |
| 503,610 |
| | 543,698 |
| | 351,067 |
| | 332,414 |
| | 203,594 |
|
Income taxes | 122,028 |
| | 65,032 |
| | 101,574 |
| | 64,729 |
| | 118,361 |
| 103,297 |
| | 219,946 |
| | 125,585 |
| | 122,028 |
| | 65,032 |
|
Net income | $ | 210,386 |
| | $ | 138,562 |
| | $ | 166,869 |
| | $ | 132,395 |
| | $ | 194,293 |
| $ | 400,313 |
| | $ | 323,752 |
| | $ | 225,482 |
| | $ | 210,386 |
| | $ | 138,562 |
|
Net interest income, taxable equivalent(1) | $ | 931,231 |
| | $ | 714,085 |
| | $ | 742,846 |
| | $ | 917,664 |
| | $ | 874,727 |
| $ | 1,212,280 |
| | $ | 1,064,415 |
| | $ | 949,768 |
| | $ | 931,231 |
| | $ | 714,085 |
|
PER SHARE DATA | | | | | | | | | | | | | | | | | | |
Net income | $ | 17.52 |
| | $ | 13.56 |
| | $ | 17.35 |
| | $ | 12.92 |
| | $ | 18.72 |
| $ | 33.53 |
| | $ | 26.96 |
| | $ | 18.77 |
| | $ | 17.52 |
| | $ | 13.56 |
|
Cash dividends | 1.20 |
| | 1.20 |
| | 1.20 |
| | 1.20 |
| | 1.20 |
| 1.45 |
| | 1.25 |
| | 1.20 |
| | 1.20 |
| | 1.20 |
|
Market price at period end (Class A) | 258.17 |
| | 252.79 |
| | 222.63 |
| | 163.50 |
| | 174.99 |
| 377.05 |
| | 403.00 |
| | 355.00 |
| | 258.17 |
| | 252.79 |
|
Book value at period end | 239.14 |
| | 223.77 |
| | 215.35 |
| | 193.29 |
| | 180.73 |
| 300.04 |
| | 277.60 |
| | 250.82 |
| | 239.14 |
| | 223.77 |
|
SELECTED PERIOD AVERAGE BALANCES | | | | | | | | | | | | | | | | | | |
Total assets | $ | 31,072,235 |
| | $ | 24,104,404 |
| | $ | 21,295,587 |
| | $ | 21,073,061 |
| | $ | 21,133,142 |
| $ | 34,879,912 |
| | $ | 34,302,867 |
| | $ | 32,439,492 |
| | $ | 31,072,235 |
| | $ | 24,104,404 |
|
Investment securities | 7,011,767 |
| | 5,994,080 |
| | 5,206,000 |
| | 4,698,559 |
| | 4,215,761 |
| 7,074,929 |
| | 7,036,564 |
| | 6,616,355 |
| | 7,011,767 |
| | 5,994,080 |
|
Loans and leases (PCI and non-PCI) (1) | 19,528,153 |
| | 14,820,126 |
| | 13,163,743 |
| | 13,560,773 |
| | 14,050,453 |
| |
Loans and leases (2) | | 24,483,719 |
| | 22,725,665 |
| | 20,897,395 |
| | 19,528,153 |
| | 14,820,126 |
|
Interest-earning assets | 28,893,157 |
| | 22,232,051 |
| | 19,433,947 |
| | 18,974,915 |
| | 18,824,668 |
| 32,847,661 |
| | 32,213,646 |
| | 30,267,788 |
| | 28,893,157 |
| | 22,232,051 |
|
Deposits | 26,485,245 |
| | 20,368,275 |
| | 17,947,996 |
| | 17,727,117 |
| | 17,776,419 |
| 30,165,249 |
| | 29,119,344 |
| | 27,515,161 |
| | 26,485,245 |
| | 20,368,275 |
|
Interest-bearing liabilities | 18,986,755 |
| | 15,273,619 |
| | 13,910,299 |
| | 14,298,026 |
| | 15,044,889 |
| 18,995,727 |
| | 19,576,353 |
| | 19,158,317 |
| | 18,986,755 |
| | 15,273,619 |
|
Long-term obligations | 547,378 |
| | 403,925 |
| | 462,203 |
| | 574,721 |
| | 766,509 |
| 304,318 |
| | 842,863 |
| | 811,755 |
| | 547,378 |
| | 403,925 |
|
Shareholders' equity | $ | 2,797,300 |
| | $ | 2,256,292 |
| | $ | 1,936,895 |
| | $ | 1,910,886 |
| | $ | 1,809,090 |
| $ | 3,422,941 |
| | $ | 3,206,250 |
| | $ | 3,001,269 |
| | $ | 2,797,300 |
| | $ | 2,256,292 |
|
Shares outstanding | 12,010,405 |
| | 10,221,721 |
| | 9,618,952 |
| | 10,244,472 |
| | 10,376,445 |
| 11,938,439 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 10,221,721 |
|
SELECTED PERIOD-END BALANCES | | | | | | | | | | | | | | | | | | |
Total assets | $ | 31,475,934 |
| | $ | 30,075,113 |
| | $ | 21,193,878 |
| | $ | 21,279,269 |
| | $ | 20,994,868 |
| $ | 35,408,629 |
| | $ | 34,527,512 |
| | $ | 32,990,836 |
| | $ | 31,475,934 |
| | $ | 30,075,113 |
|
Investment securities | 6,861,548 |
| | 7,172,435 |
| | 5,388,610 |
| | 5,227,570 |
| | 4,058,245 |
| 6,741,763 |
| | 7,180,256 |
| | 7,006,678 |
| | 6,861,548 |
| | 7,172,435 |
|
Loans and leases: | | | | | | | | | | | | | | | | | | |
PCI | 950,516 |
| | 1,186,498 |
| | 1,029,426 |
| | 1,809,235 |
| | 2,362,152 |
| |
Non-PCI | 19,289,474 |
| | 17,582,967 |
| | 12,104,298 |
| | 11,576,115 |
| | 11,581,637 |
| |
Purchased Credit Impaired (PCI) | | 606,576 |
| | 762,998 |
| | 809,169 |
| | 950,516 |
| | 1,186,498 |
|
Non-Purchased Credit Impaired (Non-PCI) | | 24,916,700 |
| | 22,833,827 |
| | 20,928,709 |
| | 19,289,474 |
| | 17,582,967 |
|
Interest-earning assets | 29,224,436 |
| | 27,730,515 |
| | 19,428,929 |
| | 19,142,433 |
| | 18,529,548 |
| 33,200,549 |
| | 32,216,187 |
| | 30,691,551 |
| | 29,224,436 |
| | 27,730,515 |
|
Deposits | 26,930,755 |
| | 25,678,577 |
| | 17,874,066 |
| | 18,086,025 |
| | 17,577,274 |
| 30,672,460 |
| | 29,266,275 |
| | 28,161,343 |
| | 26,930,755 |
| | 25,678,577 |
|
Interest-bearing liabilities | 18,955,173 |
| | 18,930,297 |
| | 13,654,436 |
| | 14,213,751 |
| | 14,548,389 |
| 19,681,944 |
| | 19,592,947 |
| | 19,467,223 |
| | 18,955,173 |
| | 1,893,297 |
|
Long-term obligations | 704,155 |
| | 351,320 |
| | 510,769 |
| | 444,921 |
| | 687,599 |
| 319,867 |
| | 870,240 |
| | 832,942 |
| | 704,155 |
| | 351,320 |
|
Shareholders' equity | $ | 2,872,109 |
| | $ | 2,687,594 |
| | $ | 2,071,462 |
| | $ | 1,859,624 |
| | $ | 1,858,698 |
| $ | 3,488,954 |
| | $ | 3,334,064 |
| | $ | 3,012,427 |
| | $ | 2,872,109 |
| | $ | 2,687,594 |
|
Shares outstanding | 12,010,405 |
| | 12,010,405 |
| | 9,618,941 |
| | 9,620.914 |
| | 10,284.119 |
| 11,628,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
|
SELECTED RATIOS AND OTHER DATA | | | | | | | | | | | | | | | | | | |
Rate of return on average assets | 0.68 | % | | 0.57 | % | | 0.78 | % | | 0.63 | % | | 0.92 | % | 1.15 | % | | 0.94 | % | | 0.70 | % | | 0.68 | % | | 0.57 | % |
Rate of return on average shareholders' equity | 7.52 |
| | 6.14 |
| | 8.62 |
| | 6.93 |
| | 10.74 |
| 11.69 |
| | 10.10 |
| | 7.51 |
| | 7.52 |
| | 6.14 |
|
Average equity to average assets ratio | 9.00 |
| | 9.36 |
| | 9.10 |
| | 9.07 |
| | 8.56 |
| 9.81 |
| | 9.35 |
| | 9.25 |
| | 9.00 |
| | 9.36 |
|
Net yield on interest-earning assets (taxable equivalent) | 3.22 |
| | 3.21 |
| | 3.82 |
| | 4.84 |
| | 4.65 |
| 3.69 |
| | 3.30 |
| | 3.14 |
| | 3.22 |
| | 3.21 |
|
Allowance for loan and lease losses to total loans and leases: | | | | | | | | | | | | | | | | | | |
PCI | 1.72 |
| | 1.82 |
| | 5.20 |
| | 7.74 |
| | 3.78 |
| 1.51 |
| | 1.31 |
| | 1.70 |
| | 1.72 |
| | 1.82 |
|
Non-PCI | 0.98 |
| | 1.04 |
| | 1.49 |
| | 1.55 |
| | 1.56 |
| 0.86 |
| | 0.93 |
| | 0.98 |
| | 0.98 |
| | 1.04 |
|
Nonperforming assets to total loans and leases and other real estate at period end: | | | | | | | | | | |
Covered | 3.51 |
| | 9.84 |
| | 7.02 |
| | 9.26 |
| | 17.95 |
| |
Noncovered | 0.79 |
| | 0.66 |
| | 0.74 |
| | 1.15 |
| | 0.89 |
| |
Total | 0.83 |
| | 0.91 |
| | 1.25 |
| | 2.30 |
| | 3.92 |
| 0.88 |
| | 0.94 |
| | 1.01 |
| | 1.02 |
| | 1.09 |
|
Ratio of total nonperforming assets to total loans, leases and other real estate owned | | 0.52 |
| | 0.61 |
| | 0.67 |
| | 0.83 |
| | 0.91 |
|
Tier 1 risk-based capital ratio | 12.65 |
| | 13.61 |
| | 14.89 |
| | 14.24 |
| | 15.40 |
| 12.67 |
| | 12.88 |
| | 12.42 |
| | 12.65 |
| | 13.61 |
|
Common equity Tier 1 ratio | 12.51 |
| | N/A |
| | N/A |
| | N/A |
| | N/A |
| 12.67 |
| | 12.88 |
| | 12.42 |
| | 12.51 |
| | N/A |
|
Total risk-based capital ratio | 14.03 |
| | 14.69 |
| | 16.39 |
| | 15.92 |
| | 17.26 |
| 13.99 |
| | 14.21 |
| | 13.85 |
| | 14.03 |
| | 14.69 |
|
Leverage capital ratio | 8.96 |
| | 8.91 |
| | 9.80 |
| | 9.21 |
| | 9.89 |
| 9.77 |
| | 9.47 |
| | 9.05 |
| | 8.96 |
| | 8.91 |
|
Dividend payout ratio | 6.85 |
| | 8.85 |
| | 6.92 |
| | 9.29 |
| | 6.41 |
| 4.32 |
| | 4.64 |
| | 6.39 |
| | 6.85 |
| | 8.85 |
|
Average loans and leases to average deposits | 73.73 |
| | 72.76 |
| | 73.34 |
| | 76.50 |
| | 79.04 |
| 81.17 |
| | 78.04 |
| | 75.95 |
| | 73.73 |
| | 72.76 |
|
(1) The taxable-equivalent adjustment was $3,380, $4,519, $5,093, $6,326 and $3,988 for the years 2018, 2017, 2016, 2015, and 2014, respectively.
(2)Average loan and lease balances include PCI loans, non-PCI loans and leases, loans held for sale and nonaccrual loans and leases.
Item 7. 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. (BancShares) and Subsidiaries (BancShares)its banking subsidiary, First-Citizens Bank & Trust Company (FCB). This discussion and analysis should be read in conjunction with the audited consolidated financial statements and related notes presented within this report. Intercompany accounts and transactions have been eliminated. See Note A in the Notes to the Consolidated Financial Statements included in Part II, Item 8, of this Reportreport for more detail. Although certain amounts for prior years have been reclassified to conform to statement presentations for 2015,2018, the reclassifications had no material effect on shareholders’ equity or net income as previously reported. Unless otherwise noted, the terms "we", "us""we," "us," “our,” and "BancShares" refer to the consolidated financial position and consolidated results of operations for BancShares.
FORWARD-LOOKING STATEMENTS
Statements in this Reportreport 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 whichthat 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.
Factors that could influence the accuracy of those forward-looking statements include, but are not limited to, 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 the FDIC-assisted transactions and/or the risks discussed in Item 1A. Risk Factors above 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.
CRITICAL ACCOUNTING POLICIESESTIMATES
The accounting and reporting policies of BancShares are in accordance with accounting principles generally accepted in the United States (GAAP) and conformare described in Note A of the Notes to general practices within the banking industry.Consolidated Financial Statements. The preparation of financial statements in conformity with GAAP requires managementus to makeexercise judgment in determining many of the estimates and assumptions utilized to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Our financial position and results of operations cancould be materially affected by changes to these estimates and assumptions. Critical accounting policies are those policies that are most important to the determination of our financial condition and results of operations or that require management to make assumptions and estimates that are subjective or complex. The most critical accounting and reporting policies include those related to the allowance for loan and lease losses, fair value estimates, the receivable from and payable to the FDIC for loss share agreements, pension plan assumptions, and income taxes. Significant accounting policies are discussed in Note A in the Notes to Consolidated Financial Statements.
The following is a summary of oursome of the more significant areas in which we apply critical accounting policies that are material to our consolidated financial statementsassumptions and are highly dependent on estimates and assumptions.estimates:
Allowance for loan and lease losses. The allowance for loan and lease losses (ALLL) reflectsrepresents the estimatedbest estimate of inherent credit losses resulting from the inability of our customers to make required loan and lease payments. The ALLL is based on management's evaluation of the risk characteristics ofwithin the loan and lease portfolio under currentas of the balance sheet date. Estimating credit losses requires judgment in determining the amount and timing of expected cash flows, the value of the underlying collateral and loan specific attributes that impact the borrower's ability to repay contractual obligations. Other factors such as economic conditions, and considers such factors as the financial condition of the borrower, fair market value of collateral and other items that, in our opinion, deserve current
recognition in estimating possible loan and lease losses. Our evaluation process is based on historical evidence and current trends among delinquencies, defaults and nonperforming assets.
BancShares' methodology for calculating the ALLL includes estimating a general allowance for pools of performing loans and specific allocations for significant individual impaired loans. It also includes establishing an ALLL for purchased credit-impaired loans (PCI) that have deteriorated since acquisition. The general allowance is based on net historical loan loss experience for homogeneous groupslosses, migration of loans based mostly on loan type then aggregated on the basis of similar risk characteristicsthrough delinquency stages and performance trends. This allowance estimate contains qualitative components that allow management to adjust reserves based on historical loan loss experience for changes in the economic environment,size, composition and risks within the loan portfolio trends and other factors. The methodologyare also considersconsidered. Loan balances considered uncollectible are charged off against the remaining discounts recognized upon acquisition associated with purchased non-impaired loans in estimatingALLL. If it is probable that a general allowance. The specific allowance component is determined when management believes thatborrower will be unable to pay all amounts due according to the collectabilitycontractual terms of an individually reviewedthe loan has been impairedagreement and a loss is probable.probable, a specific valuation allowance is determined. Recoveries of amounts previously charged-off are generally credited to the ALLL.
Purchased credit impaired (PCI) loans are initially recorded at fair value and are generally pooled based upon common risk characteristics. At each balance sheet date, we evaluate whether the estimated cash flows have decreased and if so, recognizes an additional allowance. Subsequent improvements in expected cash flows results first in the recovery of any allowance established and then in the recognition of additional interest income over the remaining lives of the loans.
The ALLL for PCINon-purchased credit impaired (Non-PCI) loans is estimated based on the expected cash flows approach. Over the life of PCI loans, BancShares continues to estimate cash flows expected to be collected on individual loans and leases or on pools of loans sharing common risk characteristics. BancShares evaluatesassessed at each balance sheet date whether the estimated cash flows and corresponding present value of its loans and leases determined using the effective interest rates has decreased and if so, recognizesadjustments are recorded in provision for loan and lease losses. For any increases in cash flows expectedGeneral reserves for collective impairment are based on historical loss rates for each loan class by credit quality indicator and may be adjusted through a qualitative assessment to be collected, BancShares adjusts any prior recorded allowancereflect current economic conditions and portfolio trends. Non-PCI loans classified as impaired as of the balance sheet date are assessed for loan and lease losses first and then the amount of accretable yield recognizedindividual impairment based on a prospective basis over the loan's characteristics and either a specific valuation allowance is established or pool's remaining life.partial charge-off is recorded.
Management continuously monitors and actively manages the credit quality of the entire loan portfolio and recognizes provision expense to maintain the ALLL at an appropriate level. Specific allowances for impaired loans are determined by analyzing estimated cash flows discounted at a loan's original rate or collateral values in situations where we believe repayment is dependent on collateral liquidation. Substantially all impaired loans are collateralized by real property or tangible personal property.
Management considers the established ALLL adequate to absorb incurred losses that relate tofor loans and leases outstanding at December 31, 2015, although future additions may be necessary based on2018. Changes in circumstances could result in changes in economic conditions, collateral values, erosion of the borrower's access to liquidityestimates and other factors. If the financial condition of our borrowers were to deteriorate, resultingassumptions, which may result in an impairment of their ability to make payments, our estimates would be updated and additionsadjustments to the allowance may be required. In addition, various regulatory agencies, as an integral partfor loan and lease losses or, in the case of their examination process, periodically review the ALLL. These agencies may require the recognition of additions to the ALLL based on their judgments of information available to them at the time of their examination.acquired loans, changes in interest income recognized in future periods. See Note E in the Notes to Consolidated Financial Statements for additional disclosures.
Fair value estimates.Financial Measurements. Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date under current market conditions.date. Certain assets and liabilities are measured at fair value on a recurring basis. Examples of recurring uses of fair value include the interest rate swap that is accounted for as a cash flow hedge,marketable equity securities, available for sale securities and loans held for sale. At December 31, 2015, the percentage of total assets and totalThere were no liabilities measured at fair value on a recurring basis was 22.0 percent and less than 1.0 percent, respectively.at December 31, 2018. We also measure certain assets at fair value on a non-recurring basis either to evaluate assets for impairment or for disclosure purposes.basis. Examples of non-recurring uses of fair value include impaired loans, other real estate owned (OREO), goodwill and intangible assets, including mortgage serving rights (MSRs). Depending on the nature of the asset or liability, we use various valuation techniques and assumptions when estimating fair value. As required under GAAP, the assetsassets. Assets acquired and liabilities assumed in a business combinationscombination are recognized at their fair valuesvalue as of the acquisition dates. Fair values estimated as part of a business combination are determined using valuation methods and assumptions established by management.date.
The objective of fairFair value is to use market-baseddetermined using different inputs orand assumptions when available, to estimatebased upon the fair value.instrument that is being valued. Where observable market prices from transactions for identical assets or liabilities are not available, we identify what we believe to bemarket prices for similar assets or liabilities. If observable market prices are unavailable or impracticable to obtain for any such similar assets or liabilities, we look to other techniques by obtaining third party quotes or using modeling techniques, such as discounted cash flows, while attempting to utilize market observable assumptions to the extent available which mayoften incorporate unobservable inputs that are inherently subjective and require making a number of significant judgments in the estimation of fair value.judgment. Fair value estimates requiring significant judgments are determined using various inputs developed by management with the appropriate skills, understanding and knowledge of the underlying asset or liability for which the fair value is being estimated to ensure the development of fair value estimates is sound.reasonable. Typical pricing sources used in estimating fair values include, but are not limited to, active markets with high trading volume, third partythird-party pricing services, external appraisals, valuation models and commercial and residential evaluation reports. In certain cases, our assessments with respect to assumptions that market participants would make may be inherently difficult to determine, and the
use of different assumptions could result in material changes to these fair value measurements. See Note M in the Notes to Consolidated Financial Statements for additional disclosures regarding fair value.
Receivable from and payable to the FDIC for loss share agreements.shared-loss payable. The receivable from the FDIC for loss share agreements is measured separately from the related covered assets and is recorded at fair value at the acquisition date using projected cash flows related to the loss share agreements based on the expected reimbursements for losses and expenses at the applicable loss share coverage percentages. The receivable from the FDIC is reviewed and updated quarterly as loss estimates and timing of estimated cash flows related to covered loans and OREO change. Post-acquisition adjustments for covered loans represent the net change in loss estimates related to loans and OREO as a result of changes in expected cash flows and the ALLL related to covered loans. For loans covered by loss share agreements, subsequent decreases in the amount expected to be collected from the borrower or collateral liquidation may result in a provision for loan and lease losses, an increase in the ALLL and a proportional adjustment to the FDIC receivable for the estimated amount to be reimbursed. Subsequent increases in the amount expected to be collected from the borrower or collateral liquidation result in the reversal of any previously recorded provision for loan and lease losses and related ALLL, or prospective adjustment to the accretable yield if no provision for loan and lease losses had been recorded previously. Reversal of previously-established ALLL result in immediate adjustments to the FDIC receivable to remove amounts that were expected to be reimbursed prior to the improvement. For improvements that increase accretable yield, the FDIC receivable is reduced over the shorter of the remaining term of the loss share agreement or the life of the covered loan. Other adjustments to the FDIC receivable result from unexpected recoveries of amounts previously charged off, servicing costs that exceed initial estimates and changes to the estimated fair value of OREO.
Certain loss shareshared-loss agreements include clawback provisions that require payments to the FDIC if actual losses and expenses do not exceed a calculated amount. Our estimate of the clawback payments based on current loss and expense projections are recorded as a payable to the FDIC. Projected cash flows are discounted to reflect the estimated timing of the payments to the FDIC. See Note UH in the Notes to Consolidated Financial Statements for additional disclosures.
PensionDefined benefit pension plan assumptions. BancShares has a noncontributory qualified defined benefit pension plan that covers qualifying employees (BancShares plan), and certain legacy Bancorporation employees are covered by a noncontributory qualified defined benefit pension plan (Bancorporation plan). The calculation of the benefit obligations, the future value of plan assets, funded status and related pension expense under the pension plans require the use of actuarial valuation methods and assumptions. The valuations and assumptions used to determine the future value of plan assets and liabilities are subject to management judgment and may differ significantly depending upon the assumptions used. The discount rate used to estimate the present value of the benefits to be paid under the pension plans reflectreflects the interest rate that could be obtained for a suitable investment used to fund the benefit obligations.obligations, which was 4.38 percent for both the BancShares and Bancorporation plans during 2018, compared to 3.76 percent during 2017. For the calculation of pension expense, the assumed discount rate was 4.273.76 percent for BancShares' planboth the BancShares and 4.27 percent for Bancorporation's planBancorporation plans during 2015,2018, compared to 4.90 percent and 4.354.30 percent during 2014, respectively.2017.
We also estimate a long-term rate of return on pension plan assets that is used to estimate the future value of plan assets. We consider such factors as the actual return earned on plan assets, historical returns on the various asset classes in the plans and projections of future returns on various asset classes. The calculation of pension expense was based on an assumed expected long-term return on plan assets of 7.50 percent for both of the BancShares and Bancorporation plans during 20152018 and 2014.2017.
The assumed rate of future compensation increases is reviewed annually based on actual experience and future salary expectations. We used an assumed rate of compensation increase of 4.00 percent for both the BancShares and Bancorporation plans to calculate pension expense during 20152018 and 2014.2017. Assuming other variables remain unchanged, an increase in the rate of future compensation increasestypically results in higher pension expense for periods followingsubsequent to the increase in the assumed rate of future compensation increases.increase. See Note N in the Notes to Consolidated Financial Statements for additional disclosures.
Income taxes. Management estimates income tax expense using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the amount of assets and liabilities reported in the consolidated financial statements and their respective tax bases. In estimating the liabilities and corresponding expense related to income taxes, management assesses the relative merits and risks of various tax positions considering statutory, judicial and regulatory guidance. Because of the complexity of tax laws and regulations, interpretation is difficult and subject to differing judgments. Accrued income taxes payable represents an estimate of the net amounts due to or from taxing jurisdictions based upon various estimates, interpretations and judgments.
We evaluate our effective tax rate on a quarterly basis based upon the current estimate of net income, the favorable impact of various credits, statutory tax rates expected for the year and the amount of tax liability in each jurisdiction in which we operate. Annually, we file tax returns with each jurisdiction where we have tax nexus and settle our return liabilities.
Changes in estimated income tax liabilities occur periodically due to changes in actual or estimated future tax rates and projections of taxable income, interpretations of tax laws, the complexities of multi-state income tax reporting, the status of
examinations being conducted by various taxing authorities and the impact of newly enacted legislation or guidance as well as income tax accounting pronouncements. See Note P in the Notes to Consolidated Financial Statements for additional disclosures.
CURRENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2015-10,2018-02, Technical CorrectionsIncome Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
This ASU requires a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate in the Tax Act, which was enacted on December 22, 2017. The Tax Act included a reduction to the corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. The amount of the reclassification is the difference between the historical corporate income tax rate and Improvementsthe newly enacted 21 percent corporate income tax rate.
The amendments in this ASU represent changes to clarify the Codification, correct unintended application of guidance and make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification.
The transition guidance varies based on the amendments in this ASU. The amendments in this ASU that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015.2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. All other amendments were effective upon issuance.permitted. We adopted the amendmentsguidance effective secondin the first quarter of 2015.2018. The change in accounting principle was accounted for as a cumulative-effect adjustment to the balance sheet resulting in a $31.3 million increase to retained earnings and a corresponding decrease to AOCI on January 1, 2018.
FASB ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
This ASU requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Employers will present the other components separately from the line item that includes the service cost. In addition, only the service cost component of net benefit cost is eligible for capitalization.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We adopted the guidance effective in the first quarter of 2018. The adoption did not have ana material impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2015-08, Business Combinations (Topic 805): Pushdown Accounting - Amendments to Securities and Exchange Commission (SEC) Paragraphs Pursuant to Staff Accounting Bulletin No. 115
The amendments in this ASU remove references to SEC Staff Accounting Bulletin (SAB) Topic 5.J as the SEC staff previously rescinded its guidance with the issuance of SAB No. 115 when the FASB issued its own pushdown accounting guidance in ASU 2014-17, an amendment we adopted effective fourth quarter of 2014. We adopted the amendments in ASU 2015-08 effective second quarter of 2015. The adoption did not have an impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure
This ASU requires a reporting entity to derecognize a mortgage loan and recognize a separate other receivable upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure; (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and (3) the creditor has the ability to recover under that claim and at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance expected to be recovered from the guarantor.
The amendments in this ASU were effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. We adopted this guidance effective first quarter of 2015. The initial adoption did not have an impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2014-11, Transfers and Servicing (Topic 860)
This ASU aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The ASU requires a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The ASU also requires expanded disclosures about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings.
The accounting changes in this ASU were effective for fiscal years beginning after December 15, 2014. In addition, the disclosures for certain transactions accounted for as a sale were effective for the fiscal period beginning after December 15, 2014, while the disclosures for transactions accounted for as secured borrowings were required to be presented for fiscal periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. We adopted the guidance effective first quarter of 2015.
The initial adoption did not have any effect on our consolidated financial position or consolidated results of operations. The new disclosures required by this ASU are included in Note J in the Notes to Consolidated Financial Statements.
FASB ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40)
This ASU clarifies that an in-substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.
The amendments in this ASU were effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. We adopted the guidance effective first quarter of 2015. The initial adoption did not have any effect on our consolidated financial position or consolidated results of operations. The new disclosures required by this ASU are included in Note G in the Notes to Consolidated Financial Statements.
Recently Issued Accounting Pronouncements
FASB ASU 2016-01, Financial Instruments—OverallInstruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
This ASU addresses certain aspects of recognition, measurement, presentation and disclosure.disclosure of certain financial instruments. The amendments in this ASU (1)(i) require most equity investments to be measured at fair value with changes in fair value recognized in net income; (2)(ii) simplify the impairment assessment of equity investments without a readily determinable fair value; (3)(iii) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (iv) require public business entities to use exit prices,price notion, rather than entry prices, when measuring fair value of financial instruments for disclosure purposes; (4)(v) require separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; (5) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (6)(vi) require separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; and (7)(vii) state that a valuation allowance on deferred tax assets related to available-for-sale securities should be evaluated in combination with other deferred tax assets.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU only permits early adoption of the instrument-specific credit risk provision. We are currently evaluating the impact of the new standard and we will adopt during the first quarter of 2018.
FASB ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
This ASU eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination and requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts must be calculated as if the accounting had been completed at the acquisition date.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We will adoptadopted the guidance effective in the first quarter of 2016 and do not anticipate any impact on our consolidated financial position or consolidated results of operations2018. The change in accounting principle was accounted for as a result of adoption.
FASB ASU 2015-03, Interest–Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented incumulative-effect adjustment to the balance sheet resulting in an $18.7 million increase to retained earnings and a decrease to AOCI on January 1, 2018. With the adoption of this ASU, equity securities can no longer be classified as available for sale; as such, marketable equity securities are disclosed as a direct deduction fromseparate line item on the carrying amount of debt liability, consistentbalance sheet with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update.
This ASU is effective for interim and annual periods beginning after December 15, 2015 for public business entities, and is to be applied retrospectively. Early adoption is permitted. We will adopt the guidance effectivechanges in the first quarterfair value of 2016equity securities reflected in net income.
For equity investments without a readily determinable fair value, BancShares has elected to measure the equity investments using the measurement alternative that requires BancShares to make a qualitative assessment of whether the investment is impaired at each reporting period. Under the measurement alternative, these investments will be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. If a qualitative assessment indicates that the investment is impaired, BancShares will estimate the investment's fair value in accordance with the Accounting Standards Codification (ASC) 820 and, do not anticipate any impact on our consolidated financial position or consolidated results of operations as a result of adoption.
FASB ASU 2015-02, Consolidation (Topic 810): Amendmentsif the fair value is less than the investment's carrying value, recognize an impairment loss in net income equal to the Consolidation Analysis
This ASU improves targeted areas of consolidation guidance for reporting organizations thatdifference between carrying value and fair value. Equity investments without a readily determinable fair value are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.
The amendments in this ASU are effective for periods beginning after December 15, 2015 for public business entities. Early adoption is permitted. We will adopt the guidance effectiverecorded within other assets in the first quarter of 2016 and do not anticipate any significant impact on our consolidated financial position or consolidated results of operations as a result of adoption.balance sheets.
FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
In May 2014, the FASB issued a standard on the recognition of revenue from contracts with customers with the core principle being for companiesa company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard, which provides a five step model to determine when and how revenue is recognized, also results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements.
Per ASU 2015-14, Deferral of the Effective Date, this guidance was deferred and is effective for fiscal periods beginning after December 15, 2017, including interim reporting periods within that reporting period. We adopted the guidance effective in the first quarter of 2018. Our revenue is comprised primarily of net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new guidance, and noninterest income. The contracts that are in the scope of the guidance are primarily related to cardholder and merchant services income, service charges on deposit accounts, wealth management services income, other service charges and fees, insurance commissions, ATM income, sales of other real estate and other. Based on our overall assessment of revenue streams and review of related contracts affected by the ASU, the adoption of this guidance did not change the method in which we currently recognize revenue.
We also completed an evaluation of the costs related to these revenue streams to determine whether such costs should be presented as expenses or contra-revenue (i.e., gross vs. net). Based on this evaluation, we determined that the classification of cardholder and merchant processing costs as well as expenses for cardholder reward programs should be netted against cardholder and merchant services income. We used the full retrospective method of adoption and restated the prior financial statements to net the cardholder and merchant processing costs against the related cardholder and merchant services income. These classification changes resulted in changes to both noninterest income and noninterest expense; however, there was no change to previously reported net income. Merchant processing expenses of $81.3 million and $69.2 million had been reclassified and reported as a component of merchant services income for the years ended December 31, 2017 and December 31, 2016, respectively. For the twelve months ended December 31, 2017, cardholder processing expenses of $27.8 million and cardholder reward programs expense of $10.0 million were reclassified and reported as a component of cardholder services income. For the twelve months ended December 31, 2016, cardholder processing expenses of $20.8 million and cardholder reward programs expense of $10.6 million were reclassified and reported as a component of cardholder services income.
Revenue Recognition
The standard requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. Descriptions of our noninterest revenue-generating activities that are within the scope of the new revenue ASU are broadly segregated as follows:
Cardholder and Merchant Services - These represent interchange fees from customer debit and credit card transactions that are earned at the time a cardholder engages in a transaction with a merchant as well as fees charged to merchants for providing them the ability to accept and process the debit and credit card transaction. Revenue is recognized when the performance obligation has been satisfied, which is upon completion of the card transaction. Additionally, ASU 2014-09 requires costs associated with cardholder and merchant services transactions to be netted against the fee income from such transactions when an entity is acting as an agent in providing services to a customer.
Service Charges on Deposit Accounts - These deposit account-related fees represent monthly account maintenance and transaction-based service fees such as overdraft fees, stop payment fees and charges for issuing cashier's checks and money orders. For account maintenance services, revenue is recognized at the end of the statement period when our performance obligation has been satisfied. All other revenues from transaction-based services are recognized at a point in time when the performance obligation has been completed.
Wealth Management Services - These primarily represent annuity fees, sales commissions, management fees, insurance sales, and trust and asset management fees. The performance obligation for wealth management services is the provision of services to place annuity products issued by the counterparty to investors, and the provision of services to manage the client’s assets, including brokerage custodial and other management services. Revenue from wealth management services is recognized over the period in which services are performed, and is based on a percentage of the value of the assets under management/administration. This revenue is either fixed or variable based on account type, or transaction-based.
Other Service Charges and Fees - These include, but are not limited to, check cashing fees, international banking fees, internet banking fees, wire transfer fees and safe deposit fees. The performance obligation is fulfilled, and revenue is recognized, at the point in time the requested service is provided to the customer.
Insurance Commissions - These represent commissions earned on the issuance of insurance products and services. The performance obligation is generally satisfied upon the issuance of the insurance policy and revenue is recognized when the commission payment is remitted by the insurance carrier or policy holder depending on whether the billing is performed by Bancshares or the carrier.
ATM Income - These represent fees imposed on customers and non-customers for engaging in an ATM transaction. Revenue is recognized at the time of the transaction as the performance obligation of rendering the ATM service has been met.
Sales of Other Real Estate (ORE) - ORE property consists of foreclosed real estate used as collateral for loans, closed branches, land acquired and no longer intended for future use by First Citizens Bank (FCB), and other real estate purchased for resale as ORE. Revenue is generally recognized on the date of sale where the performance obligation of providing access and transferring control of the specified ORE property to the buyer in good faith and good title is satisfied. This is recorded as a component of other noninterest income.
Other - This consists of several forms of recurring revenue such as external rental income, parking income, Federal Home Loan Bank (FHLB) dividends and income earned on changes in the cash surrender value of bank-owned life insurance, all of which are outside the scope of ASU 2014-09. The remaining miscellaneous income is the result of immaterial transactions where revenue is recognized when, or as, the performance obligation is satisfied.
Recently Issued Accounting Pronouncements
FASB ASU 2018-15 - Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract
This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include internal-use software license). This ASU requires entities to use the guidance in FASB ASC 350-40, Intangibles - Goodwill and Other - Internal Use Software, to determine whether to capitalize or expense implementation costs related to the service contract. This ASU also requires entities to (i) expense capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement; (ii) present the expense related to the capitalized implementation costs in the same line item on the income statement as fees associated with the hosting element of the arrangement; (iii) classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element; and (iv) present the capitalized implementation costs in the same balance sheet line item that a prepayment for the fees associated with the hosting arrangement would be presented.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. BancShares will adopt the amendments in this ASU during the first quarter of 2020. BancShares is currently evaluating the impact this new standard will have on its consolidated financial statements and the magnitude of the impact has not yet been determined.
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 first quarter of 2021.
FASB 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 (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU also added specific disclosure requirements for fair value measurements for public 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.
The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2019, and all interim periods within those fiscal years. Early adoption is permitted upon issuance of the ASU. Entities are permitted to early adopt amendments that remove or modify disclosures and delay the adoption of the additional disclosures until their effective date. BancShares will adopt all applicable amendments and update the disclosures as appropriate during the first quarter of 2020.
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.
This ASU will be effective for BancShares' annual or interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We expect to adopt the guidance for our annual impairment test in fiscal year 2020. BancShares does not anticipate any impact to our consolidated financial position or consolidated results of operations as a result of the adoption.
FASB ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
This ASU eliminates the delayed recognition of the full amount of credit losses until the loss was probable of occurring and instead will reflect an entity's current estimate of all expected credit losses. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. 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.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal periodsyears beginning after December 15, 2016. We are currently evaluating2018. BancShares will adopt the guidance by the first quarter of 2020 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. For BancShares, the standard will apply to loans, unfunded loan commitments and debt securities. A cross-functional team co-led by Corporate Finance and Risk Management is in place to implement the new standard. The team continues to work on critical activities such as building models, documenting accounting policies, reviewing data quality and implementing a reporting and disclosure solution. BancShares continues to evaluate the impact of the new standard will have on its consolidated financial statements but the magnitude of this impact has not been determined. The final impact will be dependent, among other items, on loan portfolio composition and wecredit quality at the adoption date, as well as economic conditions, financial models used and forecasts at that time.
FASB ASU 2016-02, Leases (Topic 842)
This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The key difference between existing standards and this ASU is the requirement for lessees to recognize all lease contracts on their balance sheet. This ASU requires lessees to classify leases as either operating or finance leases, which are substantially similar to the current operating and capital leases classifications. The distinction between these two classifications under the new standard does not relate to balance sheet treatment, but relates to treatment in the statements of income and cash flows. Lessor guidance remains largely unchanged with the exception of how a lessor determines the appropriate lease classification for each lease to better align the lessor guidance with revised lessee classification guidance.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We will adopt during the first quarter of 2018 using one2019. We expect an increase to the Consolidated Balance Sheets for right-of-use assets and associated lease liabilities, as well as resulting depreciation expense of two retrospective application methods.the right-of-use assets and interest expense of the lease liabilities in the Consolidated Statements of Income, for arrangements previously accounted for as operating leases. Additionally, adding these assets to our balance sheet will impact our total risk-weighted assets used to determine our regulatory capital levels. Our impact analysis estimates an increase to the Consolidated Balance Sheets ranging between $70.0 million and $80.0 million, as the initial gross up of both assets and liabilities. Capital is expected to be adversely impacted by an estimated three to four basis points. These are preliminary estimates subject to change and will continue to be refined closer to adoption.
EXECUTIVE OVERVIEW
BancShares conducts its banking operations through its wholly owned subsidiary 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 generated from these products and services are a primary source of noninterest income and an essential component of our total revenue.
BancShares conducts its banking operations
Our strong financial position enables us to pursue growth through its wholly-owned subsidiary First-Citizens Bank & Trust Company (FCB), a state-chartered bank organized understrategic acquisitions that enhance organizational value by providing us the laws of the state of North Carolina.
For the period October 1, 2014 through December 31, 2014, Bancshares also conducted banking activities through First Citizens Bankopportunity to grow capital and Trust Company, Inc. (FCB-SC), a subsidiary acquired through the merger of First Citizens Bancorporation, Inc. (Bancorporation). On October 1, 2014, Bancorporation was merged with andincrease earnings. These transactions allow us to strengthen our presence in existing markets as well as expand our footprint into BancShares pursuant to an Agreement and Plan of Merger dated June 10, 2014, as amended on July 29, 2014. On January 1, 2015, FCB-SC merged with and into FCB. FCB remains the single banking subsidiary of BancShares. Other non-bank subsidiary operations did not have a significant effect on BancShares consolidated financial statements.
On February 13, 2015, FCB entered into an agreement with the Federal Deposit Insurance Corporation (FDIC), as Receiver, to purchase certain assets and assume certain liabilities of Capitol City Bank & Trust (CCBT). As a result of the CCBT transaction, FCB recorded loans with a fair value of $154.5 million and investment securities with a fair value of $35.4 million. The fair value of deposits assumed was $266.4 million. In accordance with the acquisition method of accounting, all assets and liabilities were recorded at their fair value as of the acquisition dates. As a result, an acquisition gain of $42.9 million was recorded in 2015. Per the acquisition method of accounting, these fair values are preliminary and subject to refinement for up to one year after the acquisition date as additional information relative to closing date fair values become available.
new markets.
Interest rates have presented significant challenges to commercial banks’ efforts to generate earnings and shareholder value. Our strategy continues to focus on maintaining an interest rate risk profile that will benefit net interest income in a rising rate environment. Management has embarkeddrives to this goal by focusing on several strategic initiatives to better positioncore customer deposits and loans in the company to counter these challenges. Thetargeted interest rate risk profile. Additionally, our initiatives focus on core revenue growth through broader products and services,of noninterest income sources, control of noninterest expenses, optimization of our branch network and further enhancements to our technology. Additionally,technology and delivery channels.
In lending, we continue to pursue strategic acquisitionsfocus our activities within our core competencies of retail, small business, medical, commercial and mergers to expand our customer base and increase efficiency and productivity.
In lending, our revenue generating initiatives concentrate on broadening and diversifying the loan portfolio through loan products with high growth potential. These efforts include expanded product offerings in the commercial real estate construction and non-owner occupied commercial real estate markets. We have also expanded our efforts in non-real estate secured commercial and industrial lending and have enhanced our product menu for high net worth individuals.to build a diversified portfolio. Our low to moderate risk appetite continues to govern all lending activities.
Our initiatives also pursue additional non-interestnoninterest fee income through enhanced credit card offerings and expanded wealth management services and enhanced credit card offerings. In wealth management, we have broadened our products and services to better align with the specialized needs and wants of those customers.merchant services. We have redesigned our credit card programs to offer more competitive products, intended to both increase the number of accounts and frequency of card usage. Enhancements include more comprehensive reward programs (our cash back card was released in September of 2015) and improved card benefits. In wealth management, we have broadened our products and services to better align with the specialized needs and desires of those customers.
Management is pursuing opportunities to improve our operational efficiency and increase profitability through expense reductions. Such cost management initiatives include the automation of certain manual processes, elimination of duplicated and outdated systems, and reduction of discretionary spending. We review vendor agreements and larger third party contracts for cost savings. In the third quarter of 2015, we completed the conversion of legacy Bancorporation systems and customer accounts, which included 172 branches in South Carolina and Georgia.
We also seek to increase profitability through optimizing our branch network. Our goals are to increase efficiencies and control costs while effectively executing an operating model that best serves our customers’ needs. We seek the appropriate footprint and staffing levels to take efficient advantage of the revenue opportunities in each of our markets.
Following a comprehensive evaluation of Management is pursuing opportunities to improve our core technology systemsoperational efficiency and related business processes, we concluded that significant investments were required to ensure we are able to meet changing business requirements and to support a growing organization. Theincrease profitability through expense reductions, while continuing enterprise sustainability projects to modernize ourstabilize the operating environment. Such initiatives include the automation of certain manual processes, elimination of duplicated and outdated systems, enhancements to existing technology and associated facilities began in 2013implementation of new digital technologies, reduction of discretionary spending and have been substantially completed at the end of 2015. The projects strengthened our business continuityactively managing personnel expenses. We review vendor agreements and disaster recovery efforts and ultimately reduced operational risk. The magnitude and scope of this effort was significant with total costs of approximately $115.0 million, and we expect operating expenseslarger third party contracts for cost savings. We also seek to increase as the completed projects are amortized over their expected useful lives.profitability through optimizing our branch network.
Recent Economic and Industry Developments
Various external factors influence the focus of our business efforts and the results of our operations can change significantly based on those external factors. Based on the latest real gross domestic product (GDP) information available, the Bureau of Economic Analysis’ advancerevised estimate of fourththird quarter 20152018 GDP growth is 0.7was 3.4 percent, showing less growth compared to the 2.0down from 4.2 percent growth during the third quarter of 2015. The estimated decline in real GDP growth in the fourthsecond quarter was due to2018. The estimated real GDP decline in the third quarter primarily reflected a dropdownturn in exports and slowed consumer spending. Fourth quarter results indicated positive contributions from residentialdecelerations in nonresidential fixed investments and federal government spending. Consumer spending also positively contributed to fourthin personal consumption expenditures. Imports increased in the third quarter GDP growth although at a lower rateafter decreasing in comparison to the prior quarter. For all of 2015, the economy grewsecond. These movements were partly offset by 2.4 percent, matching 2014 growth.an upturn in private inventory investments.
The U.S. unemployment rate dropped from 5.64.1 percentin December 2017 to 3.9 percent in December 2014 to 5.0 percent in December 2015, the lowest rate since April 2008. However, according2018. According to the U.S. Department of Labor, nonfarm payroll employment growth in 20152018 was 2.7 million, compared to 3.12.2 million in 2014.2017.
The Federal Reserve’s Federal Open Market Committee (FOMC) indicated in the fourth quarter that “economicthe U.S. labor market continued to strengthen and economic activity has been expandingrising at a moderate pace.”strong rate. In lightview of the cumulative progress made,realized and expected labor market conditions and inflation, the FOMC decided to raise the target range for the federal funds rate target range by another 25 basis points.points to 2.25 to 2.50 percent. In determining the timing and size of future adjustments to the target range for the federal funds rate, the FOMC will assess realized and expected economic conditions relative to its objectives of maximum employment and 22.0 percent inflation. The FOMC expects that economic conditions will evolve in a manner that will warrant only gradual increases in the federal funds rate in the future.
The housing market remained solid duringU.S. Census Bureau and the year, fueled by low mortgage interest rates, economic growthDepartment of Housing and job creation. An estimated 501,000Urban Development's latest estimate for sales of new single-family homes were purchased in 2015, up 14.5November 2018 was at a seasonally adjusted annual rate of 657,000, down 7.7 percent from the 2014 figureNovember 2017 estimate of 437,000.712,000. Purchases of existing homes were atin 2018 are also down 10.3 percent from a seasonally adjusted rate of 5.5 million, up 7.7 percent, compared toyear ago.
Despite the 2014 rate of 5.1 million.
Themixed economic data, the trends in the banking industry are similar to those of the broader economyvery strong as shown in the latest national banking results from the third quarter of 2015.2018. FDIC-insured institutions reported a 5.129.3 percent increase in aggregate net income compared to the third quarter of 2014, mainly attributable to an increase2017 as a result of growth in net operating revenueinterest income, higher noninterest income and a 2.9lower effective tax rate due to the Tax Cuts and Jobs Act of 2017 (Tax Act). Using the higher effective tax rate before the enactment of the Tax Act, estimated net income for the third quarter of 2018 would have increased 13.9 percent declinecompared to the same period in 2017. Loan-loss provisions declined by 12.6 percent while noninterest expense. Across theexpense rose by 4.0 percent from a year earlier. Banking industry bank average net interest margin declined to 3.08was 3.45 percent in the third quarter of 20152018, up from 3.153.30 percent in the same quarter a year ago andas average asset yields outpaced average funding costs. Total loans increased slightly from 3.06by 4.0 percent inover the second quarter of 2015. This was the second quarter in a row that the industry net interest margin was higher than the 30-year low of 3.02 percent, reached in the first quarter of 2015. Despite the net interest margin decline, 58.9 percent of banks reported year-over-yearpast twelve months primarily due to growth in commercial and industrial loans as well as consumer loans, which includes credit card balances.
quarterly earnings. Net charge-offs and delinquent loans and lease balances continue to decline across most major loan categories.
EARNINGSFINANCIAL PERFORMANCE SUMMARY
For the year ended December 31, 2015,2018, net income was $210.4$400.3 million, or $17.52$33.53 per share, compared to $138.6$323.8 million, or $13.56$26.96 per share, during 2014.2017. The $71.8return on average assets was 1.15 percent during 2018, compared to 0.94 percent during 2017. The return on average shareholders' equity was 11.69 percent and 10.10 percent for the respective periods. The $76.6 million, or 51.823.6 percent increase in net income was primarily due to higher net interest income resulting from strong core loan growth, the full year impactresult of the Bancorporation merger and the gain from the acquisition of CCBT. The impacts of the October 1, 2014 Bancorporation merger and the CCBT acquisition, which occurred February 13, 2015, are reflected in Bancshares’ financial results from the respective acquisition dates.following:
Additionally, the Bancorporation merger positively impacted the balance sheet, adding investment securities of $2.01 billion, loans and leases of $4.49 billion, and deposits of $7.17 billion as of the October 1, 2014 acquisition date.
Key financial drivers for 2015 include:
Loan growth was strong during 2015, as net balances increased by $1.47 billion to $20.24 billion, primarily driven by originated portfolio growth.
Deposit growth continued in 2015, up $1.25 billion to $26.93 billion, primarily due to organic growth in low-cost demand accounts.
The yield on the investment portfolio continued to improve, while deposit funding costs remained low.
BancShares recorded a gain of $42.9 million recognized in connection with the CCBT acquisition.
Net charge-offs were $18.9 million, or 0.10 percent of average loans and leases in 2015, compared to $29.6 million, or 0.20 percent during 2014.
BancShares implemented Basel III guidelines effective January 1, 2015. BancShares remains well capitalized with a leverage capital ratio of 8.96 percent, Tier 1 risk-based capital of 12.65 percent, common equity Tier 1 ratio of 12.51 percent and total risk-based capital ratio of 14.03 percent at December 31, 2015.
The return on average assets was 0.68 percent during 2015, compared to 0.57 percent during 2014. The return on average shareholders' equity was 7.52 percent and 6.14 percent for the respective periods.Income Statement Highlights
Net interest income for the year ended December 31, 20152018 increased by $214.8$149.0 million, or 30.3 percent. Interest income was up $208.8 million benefiting from a fullby 14.1 percent, compared to the year impact of the Bancorporation merger, core originated loan growth and increased investment portfolio yield.ended 2017. The year-to-date taxable-equivalent net interest margin was 3.69 percent for 2015 was 3.22 percent, compared to 3.21 percent during 2014. The margin improvement was primarily due to originatedthe year ended 2018, an increase of 39 basis points from the year ended 2017. These increases were driven by loan growth, higherincreases in both loan and investment securities yields, and lower funding costs, partially offset by loan yield compression and continued PCI loan portfolio runoff.debt balances.
BancShares recorded net provision expense of $20.7 million for loan and lease losses for the full year of 2015,$28.5 million in 2018, compared to $0.6$25.7 million net provision expense for 2014.in 2017. The net provision expense on non-PCI loans and leases was $22.9$29.2 million for 2015,2018, compared to $15.3$29.1 million in 2014. The PCI loan portfolio net provision expense in 2017. Provision expense remained relatively stable due to strong credit quality, offset by loan growth. The net charge-off to average Non-PCI loans was $2.3 million0.11% for the year, up 1 basis point from 2017.
Noninterest income for the year ended 2015, compared to2018 totaled $400.1 million, a net provision creditdecrease of $14.6$121.8 million, during the same period of 2014.
Year-to-date, noninterest income was $467.1 million for 2015, compared to $343.2 million for 2014. The increase in noninterest income was a result of the full year impact of the Bancorporation merger, $42.9 million gain recognizedor 23.34%, from the CCBTprior year. The decrease was primarily due to acquisition and gains on sales of securities of $10.8 million.$134.7 million recognized in 2017 that did not occur in 2018. Noninterest income was also positively impactedgenerated from our fee-income producing lines of business increased by a $13.1$19.8 million, reduction in FDIC receivable adjustments, higher recoveries of PCI loans previously charged off, an increase in mortgage income,led by wealth services and higher merchantbankcard lines which increased $11.2 million and cardholder services income. These increases were offset by a decline in fees from processing services as substantially all fees recorded in 2014 related to payments received from Bancorporation prior to the merger and a $29.1$7.9 million, gain recognized in 2014 on Bancorporation shares of stock owned by BancShares that were canceled on the merger date.respectively.
Noninterest expense was $1.04$1.08 billion for the year ended December 31, 2015,2018, compared to $849.1 million$1.01 billion for 2014.the same period in 2017. The increase was a result of the full year impact of the Bancorporation merger, higher incentives, pension costsprimarily attributable to personnel, net occupancy and core deposit intangible amortization, offset by lower foreclosure-relatedfurniture and collection expenses.equipment expense.
Income tax expense was $122.0$103.3 million and $65.0$219.9 million for the years ended 20152018 and 2014,2017, respectively. The decrease in 2018 was primarily due to the decrease in the federal corporate tax rate from 35 percent to 21 percent and a $15.7 million tax benefit recorded in 2018, both as a result of the Tax Act. Income tax expense for 2017 also included additional provisional tax expense of $25.8 million primarily to re-measure the deferred tax assets at the lower federal corporate tax rate.
Balance Sheet Highlights
Loan balancesgrowth was strong during 2018, as loans increased by a net $1.47$1.93 billion, or 7.8by 8.2 percent since December 31, 2014. Growth wasto $25.52 billion, primarily driven by $1.71originated portfolio growth and net loans acquired from HomeBancorp, Capital Commerce and Palmetto Heritage. Excluding current year acquired loans of $798.7 million, total loans increased by $1.13 billion, of net organic growth in the non-PCI portfolio. The PCI portfolio declined during the year by $236.0 million.or 4.8 percent.
The allowance for loan and lease losses as a percentage of total loans was 1.020.88 percent at December 31, 20152018, compared to 1.090.94 percent at December 31, 2014. The decline in the allowance ratio was due primarily to continued credit quality improvement. Net charge-offs declined $10.7 million from $29.6 million in 2014 to $18.9 million in 2015. As of2017. At December 31, 2015,2018, BancShares’ nonperforming assets, including nonaccrual loans and OREO, declined $1.9decreased $10.4 million to $169.0$133.9 million from $170.9$144.3 million at December 31, 2014.2017.
At December 31, 2015, total deposits were $26.93Deposit growth continued in 2018, up $1.41 billion, an increase of $1.25or by 4.8 percent to $30.67 billion, since December 31, 2014 primarily due to organic growth in demand, checkingof $675.7 million and the addition of deposit balances from the HomeBancorp, Capital Commerce and Palmetto Heritage acquisitions of $730.5 million.
Capital Highlights
For the full year 2018, we returned $182.6 million of capital to shareholders through repurchases of 382,000 shares of class A common stock for $165.3 million and cash dividends of $17.2 million.
Common shareholders' equity increased to $3.49 billion on December 31, 2018, compared to$3.33 billion on December 31, 2017.
BancShares remained well-capitalized at December 31, 2018, under Basel III capital requirements with interesta total risk-based capital ratio of 13.99 percent, Tier 1 risk based capital ratio and savings accounts, offset by runoff in time deposits.common Tier 1 ratio of 12.67 percent and leverage capital ratio of 9.77 percent.
SUPERVISION AND REGULATION
The Dodd-Frank Act mandatedBUSINESS COMBINATIONS
FCB has evaluated the financial statement significance for all business combinations that stress testswere completed during 2018 and 2017. FCB has concluded that the completed business combinations noted below are not material to Bancshares' financial statements, individually or in aggregate, and therefore, pro forma financial data has not been not included.
First South Bancorp, Inc.
On January 10, 2019, FCB and First South Bancorp, Inc. (First South Bancorp) entered into a definitive merger agreement for the acquisition by FCB of Spartanburg, South Carolina-based First South Bancorp and its bank subsidiary, First South Bank. Under the terms of the agreement, cash consideration of $1.15 per share will be developed and performed to ensure that financial institutions have sufficient capital to absorb losses and support operations during multiple economic and shock scenarios. Bank holding companies with total consolidated assets between $10 billion and $50 billion, including BancShares, will undergo annual company-run stress tests. As directed by the Federal Reserve, summaries of BancShares’ results in the severely adverse stress tests are availablepaid to the public.shareholders of First South Bancorp for each share of common stock, totaling approximately $37.5 million. The resultstotal consideration assumes the conversion of stress testing activitiesall Series A preferred shares into common stock. The transaction is anticipated to close during the second quarter of 2019, subject to the receipt of regulatory approvals and the approval of First South Bancorp's shareholders, and will be consideredaccounted for under the acquisition method of accounting. The merger will allow FCB to expand its presence and enhance banking efforts in combination with other risk management and monitoring practices as part of our risk management program.
The Dodd-Frank Act also imposed new regulatory capital requirements for banks which has resulted in the disallowance of qualified trust preferred capital securities as Tier 1 capital. As of December 31, 2015, BancShares had $128.5 million in trust preferred capital securities that were outstanding and, based on the Inter-Agency Capital Rule Notice, 75 percent, or $96.4 million of these trust preferred capital securities were excluded from Tier 1 capital beginning January 1, 2015, with the remaining 25 percent, or $32.1 million, to be excluded beginning January 1, 2016.
In July 2013, Bank regulatory agencies approved new global regulatory capital guidelines (Basel III) aimed at strengthening existing capital requirements for bank holding companies through a combination of higher minimum capital requirements, new capital conservation buffers and more conservative definitions of capital and balance sheet exposure. BancShares implemented the requirements of Basel III effective January 1, 2015, subject to a transition period for several aspects of the rule. Table 2 describes the minimum and well-capitalized requirements for the transitional period beginning during 2016 and the fully-phased-in requirements that become effective during 2019.South Carolina. As of December 31, 2015, BancShares' common equity Tier 1 ratio, was 12.51 percent, compared2018, First South Bancorp reported $238.5 million in consolidated assets, $180.9 million in loans and $204.1 million in deposits.
Biscayne Bancshares, Inc.
On November 15, 2018, FCB and Biscayne Bancshares, Inc. (Biscayne Bancshares) entered into a definitive merger agreement for the acquisition by FCB of Coconut Grove, Florida-based Biscayne Bancshares and its bank subsidiary, Biscayne Bank. Under the terms of the agreement, cash consideration of $25.05 per share will be paid to the fully-phasedshareholders of Biscayne Bancshares for each share of common stock, totaling approximately $118.7 million. The transaction is expected to close during the second quarter of 2019, subject to the receipt of regulatory approvals, and will be accounted for under the acquisition method of accounting. The merger will allow FCB to expand its presence and enhance banking efforts in well-capitalized minimumSouth Florida. As of 9.00 percent, which includes the 2.50 percent minimum conservation buffer.December 31, 2018, Biscayne Bancshares reported $1.01 billion in consolidated assets, $850.3 million in loans and $746.4 million in deposits.
Management is not aware of any further recommendations or proposals by regulatory authorities that, if implemented, would have or would be reasonably likely to have a material effect on liquidity, capital ratios or results of operations.Palmetto Heritage Bancshares, Inc.
Table 2
BASEL III CAPITAL REQUIREMENTS
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| | | | | | | |
| Basel III minimum requirement 2016 | | Basel III well-capitalized 2016 | | Basel III minimum requirement 2019 | | Basel III well-capitalized 2019 |
Leverage ratio | 4.00% | | 5.00% | | 4.00% | | 5.00% |
Common equity Tier 1 | 4.50 | | 6.50 | | 4.50 | | 6.50 |
Common equity Tier 1 plus conservation buffer | 5.13 | | 7.13 | | 7.00 | | 9.00 |
Tier 1 capital ratio | 6.00 | | 8.00 | | 6.00 | | 8.00 |
Tier 1 capital ratio plus conservation buffer | 6.63 | | 8.63 | | 8.50 | | 10.50 |
Total capital ratio | 8.00 | | 10.00 | | 8.00 | | 10.00 |
Total capital ratio plus conservation buffer | 8.63 | | 10.63 | | 10.50 | | 12.50 |
Although we are unable to controlOn November 1, 2018, FCB completed the external factors that influence our business, by maintaining high levelsmerger of balance sheet liquidity, prudently managing our interest rate exposures, ensuring our capital positions remain strongPawleys Island, South Carolina-based Palmetto Heritage Bancshares, Inc. (Palmetto Heritage) and actively monitoring asset quality, we seek to minimize the potentially adverse risks of unforeseen and unfavorable economic trends and take advantage of favorable economic conditions and opportunities when appropriate.
BUSINESS COMBINATIONS
Capitol Cityits subsidiary, Palmetto Heritage Bank & Trust, Company
In February 2015, FCB entered into anFCB. Under the terms of the agreement, cash consideration of $135.00 per share was paid to the shareholders of Palmetto Heritage for each share of Palmetto Heritage's common stock, with the FDIC to purchase certain assets and assume certain liabilitiestotal consideration paid of CCBT.$30.4 million. The transactionmerger allowed FCB to expand its presence and enhance banking efforts in Georgia as CCBT operated eight branches in Atlanta, Stone Mountain, Albany, Augusta and Savannah. In June of 2015, FCB closed one of the branches in Atlanta. This is an FDIC-assisted transaction; however, it has no loss share agreement.South Carolina coastal markets.
The CCBTPalmetto Heritage transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on 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 values becomes available.
During the second quarter As of 2015, adjustments were madeDecember 31, 2018, there have been no refinements to the acquisition fair values primarily based upon updated collateral valuations resultingvalue of these assets acquired and liabilities assumed.
The fair value of the assets acquired was $162.2 million, including $131.3 million in an increaseNon-Purchased Credit Impaired (Non-PCI) loans, $3.9 million in Purchased Credit Impaired (PCI) Loans and $1.7 million in a core deposit intangible. Liabilities assumed were $149.3 million, of $5.4which $124.9 million to the gain on acquisition. These adjustments were applied retroactively to the first quarterdeposits. As a result of 2015 and brought the total gain on the transaction, to $42.9FCB recorded $17.5 million which is included in noninterest income onof goodwill. The amount of goodwill represents the Consolidated Statements of Income. The total after-tax impactexcess purchase price over the estimated fair value of the gain was $26.4 million.net assets acquired. The premium paid reflects the increased market share and related synergies that are expected to result from the acquisition. None of the goodwill is deductible for income tax purposes as the merger is accounted for as a qualified stock purchase.
Based on such credit factors as past due status, nonaccrual status, life-to-date charge-offs and other quantitative and qualitative considerations, the acquired loans were separated into loans with evidence of credit deterioration, which are accounted for under ASC 310-30 (PCI loans), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (non-PCI loans).
Table 32 provides the purchase price as of the acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.values.
Table 32
CAPITOL CITYPALMETTO HERITAGE PURCHASE PRICE, NET ASSETS ACQUIRED AND NET LIABILITIES ASSUMED
| | (Dollars in thousands) | | As recorded by FCB | | As recorded by FCB |
Purchase Price | | | | | $ | 30,426 |
|
Assets | | | | | | |
Cash and cash equivalents | | $ | 19,622 |
| |
Cash and due from banks | | | $ | 6,418 |
| | |
Investment securities | | 35,413 |
| | 4,549 |
| | |
Loans | | 154,496 |
| | 135,146 |
| | |
Premises and equipment | | | 5,369 |
| | |
Other real estate owned | | | 2,319 |
| | |
Income earned not collected | | | 531 |
| | |
Intangible assets | | 690 |
| | 1,706 |
| | |
Other assets | | 1,714 |
| | 6,210 |
| | |
Total assets acquired | | 211,935 |
| |
Fair value of assets acquired | | | 162,248 |
| | |
Liabilities | | | | | | |
Deposits | | 266,352 |
| | 124,892 |
| | |
Short-term borrowings | | 5,501 |
| |
Accrued interest payable | | | 177 |
| | |
Borrowings | | | 24,000 |
| | |
Other liabilities | | 667 |
| | 203 |
| | |
Total liabilities assumed | | 272,520 |
| |
Fair value of net liabilities assumed | | (60,585 | ) | |
Cash received from FDIC | | 103,515 |
| |
Gain on acquisition of CCBT | | $ | 42,930 |
| |
Fair value of liabilities assumed | | | $ | 149,272 |
| | |
Fair value of net assets assumed | | | | | 12,976 |
|
Goodwill recorded for Palmetto Heritage | | | | | $ | 17,450 |
|
Merger-related expenses of $1.9 million$546 thousand from the Palmetto Heritage transaction were recorded for the CCBT transaction in the Consolidated StatementStatements of Income for the year ended December 31, 2015.2018. Loan-related interest income generated from CCBTPalmetto Heritage was approximately $8.3$1.2 million forsince the year ended December 31, 2015.acquisition date.
First Citizens Bancorporation,
Capital Commerce Bancorp, Inc. and First Citizens Bank and Trust Company, Inc.
On October 1, 2014, BancShares2, 2018, FCB completed the merger of Bancorporation withMilwaukee, Wisconsin-based Capital Commerce Bancorp, Inc. (Capital Commerce) and its subsidiary, Securant Bank & Trust, into BancShares pursuant to an Agreement and Plan of Merger dated June 10, 2014, as amended on July 29, 2014. FCB-SC merged with and into FCB on January 1, 2015. The conversion of systems and customer accounts acquired from Bancorporation was completed in the third quarter of 2015 which included the systems integration of 172 branches in South Carolina and Georgia.
FCB. Under the terms of the merger agreement, cash consideration of $4.75 per share was paid to the shareholders of Capital Commerce for each share of BancorporationCapital Commerce's common stock, converted into the right to receive 4.00 shareswith total consideration paid of BancShares' Class A common stock and $50.00 cash, unless the holder elected for each share to be converted into the right to receive 3.58 shares of BancShares' Class A common stock and 0.42 shares of BancShares' Class B common stock. BancShares issued 2,586,762 Class A common shares at a fair value of $560.4 million and 18,202 Class B common shares at a fair value of $3.9 million to Bancorporation shareholders. Also, cash paid to Bancorporation shareholders was $30.4 million. At the time of the merger, BancShares owned 32,042 shares of common stock in Bancorporation with an approximate fair value of $29.6$28.1 million. The fair value of common stock owned by BancSharesmerger allowed FCB to expand its presence and enhance banking efforts in Bancorporation was considered part of the purchase price, and the shares ceased to exist after completion of the merger.Milwaukee market.
In accordance withThe Capital Commerce transaction was accounted for under the acquisition method of accounting alland, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as ofon the acquisition date. Per the acquisition method of accounting, these fairFair values wereare preliminary and subject to refinement for up to one year after the closing date of the acquisition date.as additional information regarding closing date fair values becomes available. As of December 31, 2018, there have been no refinements to the fair value of these assets acquired and liabilities assumed.
The fair value of the assets acquired was $221.9 million, including $173.4 million in non-PCI loans, $10.8 million in PCI loans and $2.7 million in a core deposit intangible. Liabilities assumed were $204.5 million, of which $172.4 million were deposits. As a result of the Bancorporation transaction, duringFCB recorded $10.7 million of goodwill. The amount of goodwill represents the 4th quarter of 2014, BancShares recorded loans with aexcess purchase price over the estimated fair value of $4.49 billion, investment securitiesthe net assets acquired. The premium paid reflects the increased market share and related synergies that are expected to result from the acquisition. None of the goodwill is deductible for income tax purposes as the merger is accounted for as a qualified stock purchase.
Based on such credit factors as past due status, nonaccrual status, life-to-date charge-offs and other quantitative and qualitative considerations, the acquired loans were separated into loans with a fair valueevidence of $2.01 billioncredit deterioration, which are accounted for under ASC 310-30 (PCI loans), and assumed deposits with a fair value of $7.17 billion. BancShares recorded $4.2 million of goodwill and $109.4 million of identifiable intangible assets ofloans that do not meet this criteria, which $88.0 million was core deposit intangibles.are accounted for under ASC 310-20 (non-PCI loans).
Table 43 summarizesprovides the purchase price as of the acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values.
Table 3
CAPITAL COMMERCE PURCHASE PRICE, NET ASSETS ACQUIRED AND NET LIABILITIES ASSUMED
|
| | | | | | | | |
(Dollars in thousands) | | As recorded by FCB |
Purchase Price | | | | $ | 28,063 |
|
Assets | | | | |
Cash and due from banks | | $ | 3,244 |
| | |
Overnight investments | | 1,065 |
| | |
Investment securities | | 17,865 |
| | |
Loans | | 184,126 |
| | |
Premises and equipment | | 3,773 |
| | |
Income earned not collected | | 621 |
| | |
Intangible assets | | 2,680 |
| | |
Other assets | | 8,513 |
| | |
Fair value of assets acquired | | 221,887 |
| | |
Liabilities | | | | |
Deposits | | 172,387 |
| | |
Accrued interest payable | | 263 |
| | |
Borrowings | | 30,624 |
| | |
Other liabilities | | 1,230 |
| | |
Fair value of liabilities assumed | | $ | 204,504 |
| | |
Fair value of net assets assumed | | | | 17,383 |
|
Goodwill recorded for Capital Commerce | | | | $ | 10,680 |
|
Merger-related expenses of $1.2 million from the Capital Commerce transaction were recorded in the Consolidated Statements of Income for the year ended December 31, 2018. Loan-related interest income generated from Capital Commerce was approximately $3.2 million since the acquisition date.
HomeBancorp, Inc.
On May 1, 2018, FCB completed the merger of Tampa, Florida-based HomeBancorp, Inc. (HomeBancorp) and its subsidiary, HomeBanc, into FCB. Under the terms of the merger agreement, cash consideration of $15.03 per share was paid to the shareholders of HomeBancorp for each share of HomeBancorp's common stock, with total consideration paid of $112.7 million. The merger allowed FCB to expand its footprint in Florida by entering into the Tampa and Orlando markets.
The HomeBancorp transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on 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 values becomes available. As of December 31, 2018, there have been no refinements to the fair value of these assets acquired and liabilities assumed.
The fair value of the assets acquired was $842.7 million, including $550.6 million in non-PCI loans, $15.6 million in PCI loans and $9.9 million in a core deposit intangible. Liabilities assumed were $787.7 million, of which $619.6 million were deposits. As a result of the transaction, FCB recorded $57.6 million 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 that are expected to result from the acquisition. None of the goodwill is deductible for income tax purposes as the merger is accounted for as a qualified stock purchase.
Based on such credit factors as past due status, nonaccrual status, loan-to-value, credit scores and other quantitative and qualitative considerations, the acquired loans were separated into loans with evidence of credit deterioration, which are accounted for under ASC 310-30 (PCI loans), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (non-PCI loans).
Table 4 provides the purchase price as of the acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values.
Table 4
BANCORPORATIONHOMEBANCORP PURCHASE PRICE, NET ASSETS ACQUIRED AND NET LIABILITIES ASSUMED
|
| | | | | | | |
(dollars in thousands) | | | |
Purchase Price | | | |
Value of shares of BancShares Class A common stock issued to Bancorporation shareholders | | | $ | 560,370 |
|
Value of shares of BancShares Class B common stock issued to Bancorporation shareholders | | | 3,877 |
|
Cash paid to Bancorporation shareholders | | | 30,394 |
|
Fair value of Bancorporation shares owned by BancShares | | | 29,551 |
|
Total purchase price | | | 624,192 |
|
| | | |
Assets | | | |
Cash and due from banks | $ | 194,570 |
| | |
Overnight investments | 1,087,325 |
| | |
Investment securities available for sale | 2,011,263 |
| | |
Loans held for sale | 30,997 |
| | |
Loans and leases | 4,491,067 |
| | |
Premises and equipment | 238,646 |
| | |
Other real estate owned | 35,344 |
| | |
Income earned not collected | 15,266 |
| | |
FDIC loss share receivable | 5,106 |
| | |
Other intangible assets | 109,416 |
| | |
Other assets | 56,367 |
| | |
Total assets acquired | 8,275,367 |
| | |
Liabilities | | | |
Deposits | 7,174,817 |
| | |
Short-term borrowings | 295,681 |
| | |
Long-term obligations | 124,852 |
| | |
FDIC loss share payable | 224 |
| | |
Other liabilities | 59,834 |
| | |
Total liabilities assumed | $ | 7,655,408 |
| | |
Retirement of BancShares common stock acquired from Bancorporation |
| | |
Fair value of net assets acquired | | | 619,959 |
|
Goodwill recorded for Bancorporation | | | $ | 4,233 |
|
|
| | | | | | | | |
(Dollars in thousands) | | As recorded by FCB |
Purchase Price | | | | $ | 112,657 |
|
Assets | | | | |
Cash and due from banks | | $ | 6,359 |
| | |
Overnight investments | | 10,393 |
| | |
Investment securities | | 200,918 |
| | |
Loans held for sale | | 791 |
| | |
Loans | | 566,173 |
| | |
Premises and equipment | | 6,542 |
| | |
Other real estate owned | | 2,135 |
| | |
Income earned not collected | | 2,717 |
| | |
Intangible assets | | 13,206 |
| | |
Other assets | | 33,459 |
| | |
Fair value of assets acquired | | 842,693 |
| | |
Liabilities | | | | |
Deposits | | 619,589 |
| | |
Accrued interest payable | | 1,020 |
| | |
Borrowings | | 161,917 |
| | |
Other liabilities | | 5,126 |
| | |
Fair value of liabilities assumed | | $ | 787,652 |
| | |
Fair value of net assets assumed | | | | 55,041 |
|
Goodwill recorded for HomeBancorp | | | | $ | 57,616 |
|
BancShares incurred merger-related
Merger-related expenses of $12.3 $2.3 million and $8.0 millionfrom the HomeBancorp transaction were recorded in the Consolidated Statements of Income for the yearsyear ended December 31, 2015 and 2014, respectively, for2018. Loan-related interest income generated from HomeBancorp was approximately $17.4 million since the Bancorporation transaction. Total cumulative merger-related costs incurred through December 31, 2015 were $20.3 million for this transaction. As of December 31, 2015, all merger related activities are complete and no further merger-related expenses are anticipated.acquisition date.
Guaranty Bank
On May 5, 2017, FCB entered into an agreement with the FDIC, as Receiver, to purchase certain assets and assume certain liabilities of Guaranty Bank (Guaranty) of Milwaukee, Wisconsin. The amount of goodwill recorded from the Bancorporation merger reflects the increased market share and related synergies that are expected to result from the acquisition, and represents the excess purchase price over the estimated fair value of the net assets acquired. None of the goodwill is deductible for income tax purposes as the merger is accounted for as a tax-free exchange.
1st Financial Services Corporation and Mountain 1st Bank & Trust Company
On January 1, 2014, FCB completed its merger with 1st Financial Services Corporation (1st Financial) and its wholly-owned banking subsidiary Mountain 1st Bank & Trust Company. FCB paid $10.0 million to acquire 1st Financial, including $8.0
million to acquire and subsequently retire the 1st Financial securities that had been issued under the Troubled Asset Relief Program.
The 1st FinancialGuaranty transaction was accounted for usingunder the acquisition method of accounting and, as such,accordingly, assets acquired and liabilities assumed were recorded at their estimated fair valuevalues on the acquisition date. Assets acquired, excluding goodwill,These fair values were $612.9 million, including $307.9 million in loans and leases, $237.4 millionsubject to refinement for up to one year after the closing date of investment securities available for sale, $28.2 million in cash and $3.8 million in core deposit intangibles. Liabilities assumed were $635.8 million, including $631.9 million of deposits. Goodwill of $32.9 million was recorded equaling the excess purchase price overacquisition. The measurement period ended on May 4, 2018, with no material changes to the estimatedoriginal calculated fair values.
The fair value of the net assets acquired was $875.1 million, including $574.6 million in non-PCI loans, $114.5 million in PCI loans and $9.9 million in a core deposit intangible. Liabilities assumed were $982.7 million, of which $982.3 million were deposits. The total gain on the transaction was $122.7 million which is included in noninterest income in the Consolidated Statements of Income.
Merger-related expenses of $2.3 million and $7.4 million were recorded in the Consolidated Statements of Income for the years ended December 31, 2018, and December 31, 2017, respectively. Loan-related interest income generated from Guaranty was approximately $17.3 million and $20.5 million for the years ended December 31, 2018, and December 31, 2017, respectively. While the acquisition gain of $122.7 million was significant for 2017, the ongoing contribution of this transaction to BancShares' financial statements is not considered material, and therefore pro forma financial data is not included.
Based on such credit factors as past due status, nonaccrual status, loan-to-value, credit scores, and other quantitative and qualitative considerations, the acquired loans were separated into loans with evidence of credit deterioration, which are accounted for under ASC 310-30 (PCI loans), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (non-PCI loans).
Harvest Community Bank
On January 13, 2017, FCB entered into an agreement with the FDIC, as Receiver, to purchase certain assets and assume certain liabilities of Harvest Community Bank (HCB) of Pennsville, New Jersey. The HCB transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date. These fair values were subject to refinement for up to one year after the closing date and is deductible for income tax purposes asof the 1st Financial transaction is a taxable asset acquisition.
Merger costs related The measurement period ended on January 12, 2018, with no material changes to the 1st Financialoriginal calculated fair values.
The fair value of the assets acquired was $111.6 million, including $85.1 million in PCI loans and $850 thousand in a core deposit intangible. Liabilities assumed were $121.8 million, of which the majority were deposits. The total gain on the transaction was $12.0 million, which is included in noninterest income in the Consolidated Statements of Income.
There were $5.0 millionno merger-related expenses recorded for the year ended December 31, 2014.2018, and $1.2 million were recorded in the Consolidated Statements of Income for the year ended December 31, 2017. Loan-related interest income generated from HCB was approximately $3.7 million and $3.8 million for the years ended December 31, 2018, and December 31, 2017, respectively.
CertainAll loans resulting from the CCBT, 1st Financial and Bancorporation transactionsHCB transaction were recognized uponrecorded at the acquisition date with a discount attributable, at least in part, to credit quality deterioration, and are therefore accounted for as PCI under ASC 310-30.
Additional information related to the mergers listed above is included in Note B to the Consolidated Financial Statements.
FDIC-ASSISTED TRANSACTIONS
As at December 31, 2018 and 2017, BancShares completed sixfourteen FDIC-assisted transactions during the period beginning in 2009 through 2011, and itsince 2009. The carrying value of FDIC-assisted acquired CCBT in its seventh such transaction during the first quarter of 2015. These transactions provided us significant growth opportunities, have continued to provide significant contributions to our results of operations and have allowed us to increase our presence in existing markets and expand our banking presence to adjacent markets. Prior to its merger into BancShares, Bancorporation completed three FDIC-assisted transactions: Georgian Bank of Atlanta, Georgia (acquired in 2009); Williamsburg First National Bank of Williamsburg, South Carolina (acquired in 2010); and Atlantic Bank & Trust of Charleston, South Carolina (acquired in 2011).loans at December 31, 2018 was approximately $781.4 million. Nine of the tenfourteen FDIC-assisted transactions (including the three completed by Bancorporation) included loss shareshared-loss agreements that, for their terms, protect us from a substantial portion of the credit and asset quality risk we would otherwise incur.
At December 31, 2018, shared-loss protection remains for single family residential loans acquired in the amount of $55.6 million. Cumulative losses incurred through December 31, 2018, totaled $1.20 billion. Cumulative amounts reimbursed by the FDIC through December 31, 2018, totaled $674.8 million. The CCBT transaction did notshared-loss agreements for two FDIC-assisted transactions include provisions related to payments that may be owed to the FDIC at the termination of the agreements (clawback liability). The clawback liability represents a loss share agreement.payment by BancShares to the FDIC if actual cumulative losses on acquired covered assets are lower than the cumulative losses originally estimated by the FDIC at the time of acquisition. As of December 31, 2018, and December 31, 2017, the estimated clawback liability was $105.6 million and $101.3 million, respectively. The clawback liability dates are March 2020 and March 2021.
Table 5 provides information regarding loans acquiredchanges in the ten FDIC-assisted transactions consummated during 2015, 2011, 2010FDIC shared-loss payable (clawback liability) for the years ended December 31, 2018 and 2009.December 31, 2017.
Table 5
FDIC-ASSISTED TRANSACTIONSFDIC CLAWBACK LIABILITY
|
| | | | | | |
Entity | | Date of transaction | | Fair value at acquisition date |
| | | | (Dollars in thousands) |
Capitol City Bank & Trust (CCBT) | | February 13, 2015 | | $ | 154,496 |
|
Colorado Capital Bank (CCB) | | July 8, 2011 | | 320,789 |
|
Atlantic Bank & Trust (ABT) (1) | | June 3, 2011 | | 112,238 |
|
United Western Bank (United Western) | | January 21, 2011 | | 759,351 |
|
Williamsburg First National Bank (WFNB) (1) | | July 23, 2010 | | 55,054 |
|
Sun American Bank (SAB) | | March 5, 2010 | | 290,891 |
|
First Regional Bank (First Regional) | | January 29, 2010 | | 1,260,249 |
|
Georgian Bank (GB) (1) | | September 25, 2009 | | 979,485 |
|
Venture Bank (VB) | | September 11, 2009 | | 456,995 |
|
Temecula Valley Bank (TVB) | | July 17, 2009 | | 855,583 |
|
Total | | | | $ | 5,245,131 |
|
Carrying value of FDIC-assisted acquired loans as of December 31, 2015 | | | | $ | 659,982 |
|
(1) Date of transaction and fair value of loans acquired represent when Bancorporation acquired the entities and the fair value of the loans on that date. |
| | | | | | | |
(Dollars in thousands) | 2018 | | 2017 |
Beginning balance | $ | 101,342 |
| | $ | 97,008 |
|
Accretion | 4,023 |
| | 3,851 |
|
Adjustments related to changes in assumptions | 253 |
| | 483 |
|
Ending balance | $ | 105,618 |
| | $ | 101,342 |
|
Acquisition accounting and issues affecting comparability of financial statements. As estimated exposures related to the acquired assets in FDIC-assisted transactions change based on post-acquisition events, our adherence to GAAP and accounting policy elections we have made affect the comparability of our current results of operations to earlier periods. Several of the key issues affecting comparability are as follows:
When post-acquisition events suggest that the amount of cash flows we will ultimately receive for an FDIC-assisted loan is less than originally expected:
| |
▪ | An ALLL is established for the post-acquisition exposure that has emerged with a corresponding charge to provision for loan and lease losses; |
| |
▪ | For FDIC-assisted transactions with loss share agreements, if the expected loss is projected to occur during the relevant loss share period, the FDIC receivable is increased to reflect the indemnified portion of the post-acquisition exposure with a corresponding increase to noninterest income; |
When post-acquisition events suggest that the amount of cash flows we will ultimately receive for an FDIC-assisted loan is greater than originally expected:
| |
▪ | Any ALLL that was previously established for post-acquisition exposure is reversed with a corresponding reduction to provision for loan and lease losses; if no ALLL was established in earlier periods, the amount of the improvement in the cash flow projection results in a reclassification from the nonaccretable difference created at the acquisition date to an accretable yield; the newly-identified accretable yield is accreted into income over the remaining life of the loan as interest income; |
| |
▪ | For FDIC-assisted transactions with loss share agreements, the FDIC receivable is adjusted immediately to reverse previously recognized impairment and prospectively by amortizing the improvement in cash flows through the shorter of the termination date of loss share coverage or the life of the loan; |
| |
▪ | Recoveries on these loans that have been previously charged-off are additional sources of noninterest income; BancShares records these recoveries as noninterest income rather than as an adjustment to the allowance for loan and lease losses since charge-offs on these loans are primarily recorded through the nonaccretable difference. |
When actual payments received on FDIC-assisted loans are greater than initial estimates, large nonrecurring discount accretion or reductions in the ALLL may be recognized during a specific period; discount accretion is recognized as an increase to interest income; reductions in the ALLL are recorded as a reduction in the provision for loan and lease losses;
For FDIC-assisted transactions with loss share agreements, adjustments to the FDIC receivable resulting from changes in estimated cash flows are based on the reimbursement provision of the applicable loss share agreement with the FDIC. Adjustments to the FDIC receivable partially offset the adjustment to the FDIC-assisted loan carrying value, but the rate of the change to the FDIC receivable relative to the change in the acquired loan carrying value is not constant. The loss share agreements establish reimbursement rates for losses incurred within certain ranges. In some loss share agreements, higher loss estimates result in higher reimbursement rates, while in other loss share agreements, higher loss estimates trigger a reduction in the reimbursement rates. In addition, some of the loss share agreements include clawback provisions that require the purchaser to remit a payment to the FDIC in the event that the aggregate amount of losses is less than a loss estimate established by the FDIC. The adjustments to the FDIC receivable based on changes in loss estimates are measured based on the actual reimbursement rates.
Receivable from FDIC for loss share agreements. The various terms of each loss share agreement and the components of the receivable from the FDIC are provided in Table 6. As of December 31, 2015, the FDIC receivable included $5.0 million of expected payments to the FDIC and $9.1 million we expect to recover through prospective amortization of the asset due to post-acquisition improvements in the related loans. Generally, losses on single family residential loans are covered for ten years. All other loans are generally covered for five years. During the year, loss share protection expired for loans acquired from First Regional Bank and non-single family residential loans acquired from Sun American Bank and Williamsburg First National Bank. During 2016, loss share protection will expire for non-single family residential loans acquired from United Western Bank, Atlantic Bank & Trust and Colorado Capital Bank. Protection for all other covered assets extends beyond December 31, 2016.
The timing of expected losses on the FDIC-assisted assets with loss share agreements is monitored by management to ensure the losses will occur during the respective loss share terms. When projected losses are expected to occur after expiration of the relevant loss share agreement, the FDIC receivable is adjusted to reflect the forfeiture of loss share protection.
Table 6
LOSS SHARE PROVISIONS FOR FDIC-ASSISTED TRANSACTIONS |
| | | | | | | | | | | | | | | | | | | | | | |
| | Fair value at acquisition date (1) | Losses/expenses incurred through 12/31/2015 (2) | Cumulative amount reimbursed by FDIC through 12/31/2015 (3) | Carrying value at December 31, 2015 | Current portion of receivable due from (to) FDIC for 12/31/2015 filings | Prospective amortization (accretion) (4) |
(Dollars in thousands) | Receivable from FDIC | Payable to FDIC |
Entity |
TVB - combined losses | $ | 103,558 |
| $ | 195,968 |
| $ | 3,396 |
| $ | (906 | ) | $ | — |
| $ | (1,253 | ) | $ | 197 |
|
VB - combined losses | 138,963 |
| 156,159 |
| 125,178 |
| 725 |
| — |
| (253 | ) | 23 |
|
GB - combined losses | 279,310 |
| 900,683 |
| 466,550 |
| (515 | ) | — |
| (748 | ) | 27 |
|
First Regional - combined losses | 378,695 |
| 219,639 |
| 144,076 |
| (1,821 | ) | 86,840 |
| (1,821 | ) | — |
|
SAB - combined losses | 89,734 |
| 91,409 |
| 75,105 |
| (1,915 | ) | 3,044 |
| (2,354 | ) | (51 | ) |
WFNB - combined losses | 6,225 |
| 8,805 |
| 6,981 |
| 263 |
| — |
| 22 |
| 95 |
|
United Western | | | | | | | |
Non-single family residential losses | 112,672 |
| 99,631 |
| 82,736 |
| (1,332 | ) | 21,949 |
| (2,629 | ) | 1,189 |
|
Single family residential losses | 24,781 |
| 5,685 |
| 4,393 |
| 8,443 |
| — |
| — |
| 5,975 |
|
ABT - combined losses | 14,531 |
| 21,214 |
| 16,878 |
| 1,564 |
| — |
| 88 |
| 1,175 |
|
CCB - combined losses | 155,070 |
| 186,608 |
| 151,574 |
| (452 | ) | 14,620 |
| (2,004 | ) | 470 |
|
Total | $ | 1,303,539 |
| $ | 1,885,801 |
| $ | 1,076,867 |
| $ | 4,054 |
| $ | 126,453 |
| $ | (10,952 | ) | $ | 9,100 |
|
| | | | | | | | |
(1) | Fair value at acquisition date represents the initial fair value of the receivable from FDIC, excluding the payable to FDIC. For GB, WFNB and ABT the acquisition date is when Bancorporation initially acquired the banks. |
(2) | For GB, WFNB and ABT the losses/expenses incurred through 12/31/2015 include amounts prior to BancShares' acquisition through merger with Bancorporation. |
(3) | For GB, WFNB and ABT the cumulative amount reimbursed by FDIC through 12/31/2015 include amounts prior to BancShares' acquisition through merger with Bancorporation. |
(4) | Prospective amortization (accretion) reflects balances that, due to post-acquisition credit quality improvement, will be amortized over the shorter of the covered asset's life or the term of the loss share period. |
| |
Except where noted, each FDIC-assisted transaction has a separate loss share agreement for Single-Family Residential loans (SFR) and Non-Single-Family Residential loans (NSFR). |
|
For TVB, combined losses are covered at 0 percent up to $193.3 million, 80 percent for losses between $193.3 million and $464.0 million and 95 percent for losses above $464.0 million. The loss share agreement expired on July 17, 2014 for all TVB NSFR loans and will expire on July 17, 2019 for the SFR loans. |
|
For VB, combined losses are covered at 80 percent up to $235.0 million and 95 percent for losses above $235.0 million. The loss share agreement expired on September 11, 2014 for all VB NSFR loans and will expire on September 11, 2019 for the SFR loans. |
|
For GB, combined losses are covered at 0 percent up to $327.0 million, 80 percent for losses between $327.0 million and $853.0 million and 95 percent above $853.0 million. The loss share agreement expired on September 25, 2014 for all GB NSFR loans and will expire on September 25, 2019 for the SFR loans. |
|
For First Regional, NSFR losses were covered at 0 percent up to $41.8 million, 80 percent for losses between $41.8 million and $1.02 billion and 95 percent for losses above $1.02 billion. The loss share agreement expired on January 29, 2015 for all First Regional NSFR loans. First Regional has no SFR loans. |
|
For SAB, combined losses are covered at 80 percent up to $99.0 million and 95 percent for losses above $99.0 million. The loss share agreement expired on March 5, 2015 for all SAB NSFR loans and will expire on March 5, 2020 for the SFR loans. |
|
For WFNB, combined losses are covered at 80 percent. The loss share agreement expired on July 23, 2015 for all WFNB NSFR loans and will expire on July 23, 2020 for the SFR loans. |
|
For United Western NSFR loans, losses are covered at 80 percent up to $111.5 million, 30 percent between $111.5 million and $227.0 million and 80 percent for losses above $227.0 million. The loss share agreement expires on January 21, 2016. |
|
For United Western SFR loans, losses are covered at 80 percent up to $32.5 million, 0 percent between $32.5 million and $57.7 million and 80 percent for losses above $57.7 million. The loss share agreement expires on January 21, 2021. |
|
For ABT, combined losses are covered at 80 percent. The loss share agreement expires on June 3, 2016 for all ABT NSFR loans and June 3, 2021 for the SFR loans. |
|
For CCB, combined losses are covered at 80 percent up to $231.0 million, 0 percent between $231.0 million and $285.9 million and 80 percent for losses above $285.9 million. The loss share agreement expires on July 8, 2016 for all CCB NSFR loans and July 8, 2021 for the SFR loans. |
Table 7
AVERAGE BALANCE SHEETS
| | | 2015 | | 2014 | | 2018 | | 2017 | |
(Dollars in thousands, taxable equivalent) | Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and leases(1) | $ | 19,528,153 |
| | $ | 880,381 |
| | 4.51 |
| % | $ | 14,820,126 |
| | $ | 703,716 |
| | 4.75 |
| % | $ | 24,483,719 |
| | $ | 1,075,682 |
| | 4.39 |
| % | $ | 22,725,665 |
| | $ | 959,785 |
| | 4.22 |
| % |
Investment securities: | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury | 2,065,750 |
| | 15,918 |
| | 0.77 |
| | 1,690,186 |
| | 12,139 |
| | 0.72 |
| | 1,514,598 |
| | 28,277 |
| | 1.87 |
| | 1,628,088 |
| | 18,015 |
| | 1.11 |
| |
Government agency | 801,408 |
| | 7,095 |
| | 0.89 |
| | 1,509,868 |
| | 7,717 |
| | 0.51 |
| | 106,067 |
| | 2,697 |
| | 2.54 |
| | 38,948 |
| | 647 |
| | 1.66 |
| |
Mortgage-backed securities | 4,141,703 |
| | 65,815 |
| | 1.59 |
| | 2,769,255 |
| | 36,492 |
| | 1.32 |
| | 5,241,865 |
| | 113,698 |
| | 2.17 |
| | 5,206,897 |
| | 98,341 |
| | 1.89 |
| |
Corporate bonds and other | | 104,796 |
| | 5,727 |
| | 5.46 |
| | 60,950 |
| | 3,877 |
| | 6.36 |
| |
State, county and municipal | 903 |
| | 53 |
| | 5.85 |
| | 295 |
| | 21 |
| | 7.12 |
| | 210 |
| | 11 |
| | 5.29 |
| | — |
| | — |
| | — |
| |
Other | 2,003 |
| | 206 |
| | 10.29 |
| | 24,476 |
| | 639 |
| | 2.61 |
| | |
Marketable equity securities(2) | | 107,393 |
| | 1,048 |
| | 0.98 |
| | 101,681 |
| | 698 |
| | 0.69 |
| |
Total investment securities | 7,011,767 |
| | 89,087 |
| | 1.27 |
| | 5,994,080 |
| | 57,008 |
| | 0.95 |
| | 7,074,929 |
| | 151,458 |
| | 2.14 |
| | 7,036,564 |
| | 121,578 |
| | 1.73 |
| |
Overnight investments | 2,353,237 |
| | 6,067 |
| | 0.26 |
| | 1,417,845 |
| | 3,712 |
| | 0.26 |
| | 1,289,013 |
| | 21,997 |
| | 1.71 |
| | 2,451,417 |
| | 26,846 |
| | 1.10 |
| |
Total interest-earning assets | 28,893,157 |
| | $ | 975,535 |
| | 3.38 |
| | 22,232,051 |
| | $ | 764,436 |
| | 3.44 |
| | 32,847,661 |
| | $ | 1,249,137 |
| | 3.80 |
| % | 32,213,646 |
| | $ | 1,108,209 |
| | 3.44 |
| % |
Cash and due from banks | 469,270 |
| | | | | | 493,947 |
| | | | | | 281,510 |
| | | | | | 417,229 |
| | | | | |
Premises and equipment | 1,125,159 |
| | | | | | 943,270 |
| | | | | | 1,164,542 |
| | | | | | 1,133,255 |
| | | | | |
Receivable from FDIC for loss share agreements | 18,637 |
| | | | | | 61,605 |
| | | | | | |
Allowance for loan and lease losses | (206,342 | ) | | | | | | (210,937 | ) | | | | | | (223,300 | ) | | | | | | (226,465 | ) | | | | | |
Other real estate owned | 76,845 |
| | | | | | 87,944 |
| | | | | | 47,053 |
| | | | | | 56,478 |
| | | | | |
Other assets | 695,509 |
| | | | | | 496,524 |
| | | | | | 762,446 |
| | | | | | 708,724 |
| | | | | |
Total assets | $ | 31,072,235 |
| | | | | | $ | 24,104,404 |
| | | | | | $ | 34,879,912 |
| | | | | | $ | 34,302,867 |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing deposits: | | | | | | | | | | | | | | | | | | | | | | | | |
Checking with interest | $ | 4,170,598 |
| | $ | 856 |
| | 0.02 |
| % | $ | 2,988,287 |
| | $ | 779 |
| | 0.03 |
| % | $ | 5,188,542 |
| | $ | 1,257 |
| | 0.02 |
| % | $ | 4,956,498 |
| | $ | 1,021 |
| | 0.02 |
| % |
Savings | 1,838,531 |
| | 479 |
| | 0.03 |
| | 1,196,096 |
| | 624 |
| | 0.05 |
| | 2,466,734 |
| | 789 |
| | 0.03 |
| | 2,278,895 |
| | 717 |
| | 0.03 |
| |
Money market accounts | 8,236,160 |
| | 7,051 |
| | 0.09 |
| | 6,733,959 |
| | 6,527 |
| | 0.10 |
| | 7,993,943 |
| | 10,664 |
| | 0.13 |
| | 8,136,731 |
| | 6,969 |
| | 0.09 |
| |
Time deposits | 3,359,794 |
| | 12,844 |
| | 0.38 |
| | 3,159,510 |
| | 16,856 |
| | 0.53 |
| | 2,427,949 |
| | 9,773 |
| | 0.40 |
| | 2,634,434 |
| | 7,489 |
| | 0.28 |
| |
Total interest-bearing deposits | 17,605,083 |
| | 21,230 |
| | 0.12 |
| | 14,077,852 |
| | 24,786 |
| | 0.18 |
| | 18,077,168 |
| | 22,483 |
| | 0.12 |
| | 18,006,558 |
| | 16,196 |
| | 0.09 |
| |
Repurchase obligations | 606,357 |
| | 1,481 |
| | 0.24 |
| | 159,696 |
| | 350 |
| | 0.22 |
| | 555,555 |
| | 1,738 |
| | 0.31 |
| | 649,252 |
| | 2,179 |
| | 0.34 |
| |
Other short-term borrowings | 227,937 |
| | 3,179 |
| | 1.39 |
| | 632,146 |
| | 8,827 |
| | 1.40 |
| | 58,686 |
| | 1,919 |
| | 3.27 |
| | 77,680 |
| | 2,659 |
| | 3.39 |
| |
Long-term obligations | 547,378 |
| | 18,414 |
| | 3.36 |
| | 403,925 |
| | 16,388 |
| | 4.06 |
| | 304,318 |
| | 10,717 |
| | 3.48 |
| | 842,863 |
| | 22,760 |
| | 2.67 |
| |
Total interest-bearing liabilities | 18,986,755 |
| | $ | 44,304 |
| | 0.23 |
| % | 15,273,619 |
| | $ | 50,351 |
| | 0.33 |
| % | 18,995,727 |
| | 36,857 |
| | 0.19 |
| | 19,576,353 |
| | 43,794 |
| | 0.22 |
| |
Demand deposits | 8,880,162 |
| | | | | | 6,290,423 |
| | | | | | 12,088,081 |
| | | | | | 11,112,786 |
| | | | | |
Other liabilities | 408,018 |
| | | | | | 284,070 |
| | | | | | 373,163 |
| | | | | | 407,478 |
| | | | | |
Shareholders' equity | 2,797,300 |
| | | | | | 2,256,292 |
| | | | | | 3,422,941 |
| | | | | | 3,206,250 |
| | | | | |
Total liabilities and shareholders' equity | $ | 31,072,235 |
| | | | | | $ | 24,104,404 |
| | | | | | $ | 34,879,912 |
| | | | | | $ | 34,302,867 |
| | | | | |
Interest rate spread | | | | | 3.15 |
| % | | | | | 3.11 |
| % | | | | | 3.61 |
| % | | | | | 3.22 |
| % |
Net interest income and net yield | | | | | | | | | | | | | | | | | | | | | | | | |
on interest-earning assets | | | $ | 931,231 |
| | 3.22 |
| % | | | $ | 714,085 |
| | 3.21 |
| % | | | $ | 1,212,280 |
| | 3.69 |
| % | | | $ | 1,064,415 |
| | 3.30 |
| % |
(1) Loans and leases include PCI and non-PCI loans, nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees. Loan fees were $30.9$8.8 million, $16.4$9.7 million, $14.1$9.9 million, $14.2$14.8 million and $16.0$16.5 million for the years ended 2018, 2017, 2016, 2015, 2014, 2013, 2012, and 2011,2014, respectively. 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 rates of 21.0 percent for 2018, and 35.0 percent for each period andall other years presented, as well as state income tax rates of 3.4 percent, 3.1 percent, 3.1 percent, 5.5 percent, 6.2 percent, 6.9 percent, 6.9 percent, and 6.96.2 percent for the years ended 2018, 2017, 2016, 2015, 2014, 2013, 2012, and 2011,2014, respectively. The taxable-equivalent adjustment was $3,380, $4,519, $5,093, $6,326 $3,988, $2,660, $2,976 and $3,760$3,988 for the years ended 2018, 2017, 2016, 2015, and 2014, 2013, 2012, and 2011, respectively.
33(2) Marketable equity securities income represents dividends.
Table 76
AVERAGE BALANCE SHEETS (continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2013 | | 2012 | | 2011 | |
Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | |
(Dollars in thousands, taxable equivalent) |
| | | | | | | | | | | | | | | | | |
$ | 13,163,743 |
| | $ | 759,261 |
| | 5.77 | % | $ | 13,560,773 |
| | $ | 969,802 |
| | 7.15 | % | $ | 14,050,453 |
| | $ | 970,225 |
| | 6.91 | % |
| | | | | | | | | | | | | | | | | |
610,327 |
| | 1,714 |
| | 0.28 | | 935,135 |
| | 2,574 |
| | 0.28 | | 1,347,874 |
| | 8,591 |
| | 0.64 | |
2,829,328 |
| | 12,783 |
| | 0.45 | | 2,857,714 |
| | 16,339 |
| | 0.57 | | 2,084,627 |
| | 20,672 |
| | 0.99 | |
1,745,540 |
| | 22,642 |
| | 1.30 | | 757,296 |
| | 14,388 |
| | 1.90 | | 320,611 |
| | 9,235 |
| | 2.88 | |
276 |
| | 20 |
| | 7.25 | | 829 |
| | 57 |
| | 6.88 | | 3,841 |
| | 279 |
| | 7.26 | |
20,529 |
| | 321 |
| | 1.56 | | 147,585 |
| | 2,914 |
| | 1.97 | | 458,808 |
| | 8,523 |
| | 1.86 | |
5,206,000 |
| | 37,480 |
| | 0.72 | | 4,698,559 |
| | 36,272 |
| | 0.77 | | 4,215,761 |
| | 47,300 |
| | 1.12 | |
1,064,204 |
| | 2,723 |
| | 0.26 | | 715,583 |
| | 1,738 |
| | 0.24 | | 558,454 |
| | 1,394 |
| | 0.25 | |
19,433,947 |
| | $ | 799,464 |
| | 4.12 | % | 18,974,915 |
| | $ | 1,007,812 |
| | 5.31 | % | 18,824,668 |
| | $ | 1,018,919 |
| | 5.41 | % |
483,186 |
| | | | | | 529,224 |
| | | | | | 486,812 |
| | | | | |
874,862 |
| | | | | | 876,802 |
| | | | | | 846,989 |
| | | | | |
168,281 |
| | | | | | 350,933 |
| | | | | | 628,132 |
| | | | | |
(257,791 | ) | | | | | | (272,105 | ) | | | | | | (241,367 | ) | | | | | |
119,694 |
| | | | | | 172,269 |
| | | | | | 193,467 |
| | | | | |
473,408 |
| | | | | | 441,023 |
| | | | | | 394,441 |
| | | | | |
$ | 21,295,587 |
| | | | | | $ | 21,073,061 |
| | | | | | $ | 21,133,142 |
| | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
$ | 2,346,192 |
| | $ | 600 |
| | 0.03 | % | $ | 2,105,587 |
| | $ | 1,334 |
| | 0.06 | % | $ | 1,933,723 |
| | $ | 1,679 |
| | 0.09 | % |
968,251 |
| | 482 |
| | 0.05 | | 874,311 |
| | 445 |
| | 0.05 | | 826,881 |
| | 1,118 |
| | 0.14 | |
6,338,622 |
| | 9,755 |
| | 0.15 | | 5,985,562 |
| | 16,185 |
| | 0.27 | | 5,514,920 |
| | 21,642 |
| | 0.39 | |
3,198,606 |
| | 23,658 |
| | 0.74 | | 4,093,347 |
| | 39,604 |
| | 0.97 | | 5,350,249 |
| | 77,449 |
| | 1.45 | |
12,851,671 |
| | 34,495 |
| | 0.27 | | 13,058,807 |
| | 57,568 |
| | 0.44 | | 13,625,773 |
| | 101,888 |
| | 0.75 | |
108,612 |
| | 316 |
| | 0.29 | | 143,140 |
| | 504 |
| | 0.35 | | 177,983 |
| | 863 |
| | 0.48 | |
487,813 |
| | 2,408 |
| | 0.49 | | 521,358 |
| | 4,603 |
| | 0.88 | | 474,624 |
| | 5,130 |
| | 1.08 | |
462,203 |
| | 19,399 |
| | 4.20 | | 574,721 |
| | 27,473 |
| | 4.78 | | 766,509 |
| | 36,311 |
| | 4.74 | |
13,910,299 |
| | $ | 56,618 |
| | 0.41 | % | 14,298,026 |
| | $ | 90,148 |
| | 0.63 | % | 15,044,889 |
| | $ | 144,192 |
| | 0.96 | % |
5,096,325 |
| | | | | | 4,668,310 |
| | | | | | 4,150,646 |
| | | | | |
352,068 |
| | | | | | 195,839 |
| | | | | | 128,517 |
| | | | | |
1,936,895 |
| | | | | | 1,910,886 |
| | | | | | 1,809,090 |
| | | | | |
$ | 21,295,587 |
| | | | | | $ | 21,073,061 |
| | | | | | $ | 21,133,142 |
| | | | | |
| | | | 3.71 | % | | | | | 4.68 | % | | | | | 4.45 | % |
| | | | | | | | | | | | | | | | | |
| | $ | 742,846 |
| | 3.82 | % | | | $ | 917,664 |
| | 4.84 | % | | | $ | 874,727 |
| | 4.65 | % |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2016 | | 2015 | | 2014 | |
Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | | Average Balance | | Interest Income/ Expense | | Yield/ Rate | |
| | | | | | | | | | | | | | | | | |
$ | 20,897,395 |
| | $ | 881,266 |
| | 4.22 | % | $ | 19,528,153 |
| | $ | 880,381 |
| | 4.51 | % | $ | 14,820,126 |
| | $ | 703,716 |
| | 4.75 | % |
| | | | | | | | | | | | | | | | | |
1,548,895 |
| | 12,078 |
| | 0.78 | | 2,065,750 |
| | 15,918 |
| | 0.77 | | 1,690,186 |
| | 12,139 |
| | 0.72 | |
332,107 |
| | 2,941 |
| | 0.89 | | 801,408 |
| | 7,095 |
| | 0.89 | | 1,509,868 |
| | 7,717 |
| | 0.51 | |
4,631,927 |
| | 79,336 |
| | 1.71 | | 4,141,703 |
| | 65,815 |
| | 1.59 | | 2,769,255 |
| | 36,492 |
| | 1.32 | |
30,347 |
| | 1,783 |
| | 5.88 | | 1,042 |
| | 178 |
| | 17.08 | | 4,779 |
| | 254 |
| | 5.31 | |
49 |
| | 1 |
| | 2.69 | | 903 |
| | 53 |
| | 5.85 | | 295 |
| | 21 |
| | 7.12 | |
73,030 |
| | 911 |
| | 1.25 | | 961 |
| | 28 |
| | 2.93 | | 19,697 |
| | 385 |
| | 1.95 | |
6,616,355 |
| | 97,050 |
| | 1.47 | | 7,011,767 |
| | 89,087 |
| | 1.27 | | 5,994,080 |
| | 57,008 |
| | 0.95 | |
2,754,038 |
| | 14,534 |
| | 0.53 | | 2,353,237 |
| | 6,067 |
| | 0.26 | | 1,417,845 |
| | 3,712 |
| | 0.26 | |
30,267,788 |
| | $ | 992,850 |
| | 3.28 | % | 28,893,157 |
| | $ | 975,535 |
| | 3.38 | % | 22,232,051 |
| | $ | 764,436 |
| | 3.44 | % |
467,315 |
| | | | | | 469,270 |
| | | | | | 493,947 |
| | | | | |
1,128,870 |
| | | | | | 1,125,159 |
| | | | | | 943,270 |
| | | | | |
(209,232 | ) | | | | | | (206,342 | ) | | | | | | (210,937 | ) | | | | | |
66,294 |
| | | | | | 76,845 |
| | | | | | 87,944 |
| | | | | |
718,457 |
| | | | | | 714,146 |
| | | | | | 558,129 |
| | | | | |
$ | 32,439,492 |
| | | | | | $ | 31,072,235 |
| | | | | | $ | 24,104,404 |
| | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
$ | 4,484,557 |
| | $ | 910 |
| | 0.02 | % | $ | 4,170,598 |
| | $ | 856 |
| | 0.02 | % | $ | 2,988,287 |
| | $ | 779 |
| | 0.03 | % |
2,024,656 |
| | 615 |
| | 0.03 | | 1,838,531 |
| | 479 |
| | 0.03 | | 1,196,096 |
| | 624 |
| | 0.05 | |
8,148,123 |
| | 6,472 |
| | 0.08 | | 8,236,160 |
| | 7,051 |
| | 0.09 | | 6,733,959 |
| | 6,527 |
| | 0.10 | |
2,959,757 |
| | 10,172 |
| | 0.34 | | 3,359,794 |
| | 12,844 |
| | 0.38 | | 3,159,510 |
| | 16,856 |
| | 0.53 | |
17,617,093 |
| | 18,169 |
| | 0.10 | | 17,605,083 |
| | 21,230 |
| | 0.12 | | 14,077,852 |
| | 24,786 |
| | 0.18 | |
721,933 |
| | 1,861 |
| | 0.26 | | 606,357 |
| | 1,481 |
| | 0.24 | | 159,696 |
| | 350 |
| | 0.22 | |
7,536 |
| | 104 |
| | 1.38 | | 227,937 |
| | 3,179 |
| | 1.39 | | 632,146 |
| | 8,827 |
| | 1.40 | |
811,755 |
| | 22,948 |
| | 2.83 | | 547,378 |
| | 18,414 |
| | 3.36 | | 403,925 |
| | 16,388 |
| | 4.06 | |
19,158,317 |
| | 43,082 |
| | 0.22 | | 18,986,755 |
| | 44,304 |
| | 0.23 | | 15,273,619 |
| | 50,351 |
| | 0.33 | |
9,898,068 |
| | | | | | 8,880,162 |
| | | | | | 6,290,423 |
| | | | | |
381,838 |
| | | | | | 408,018 |
| | | | | | 284,070 |
| | | | | |
3,001,269 |
| | | | | | 2,797,300 |
| | | | | | 2,256,292 |
| | | | | |
$ | 32,439,492 |
| | | | | | $ | 31,072,235 |
| | | | | | $ | 24,104,404 |
| | | | | |
| | | | 3.06 | % | | | | | 3.15 | % | | | | | 3.11 | % |
| | | | | | | | | | | | | | | | | |
| | $ | 949,768 |
| | 3.14 | % | | | $ | 931,231 |
| | 3.22 | % | | | $ | 714,085 |
| | 3.21 | % |
NET INTEREST INCOME
Net interest income for the year ended December 31, 2015 increased by $214.8 million, or 30.3 percent, compared to the same period in 2014. Interest income was up $208.8 million benefiting from a full year impact of the Bancorporation merger and core originated loan growth and a higher yield on the investment portfolio. Interest expense declined by $6.0 million primarily due to runoff of high cost time deposits and payoffs of short-term borrowings. Net interest income for 2014 was $710.1 million, a $30.1 million decline from 2013, primarily due to decreased PCI portfolio interest income due to continued loan runoff, partially offset by originated loan growth, the contribution from the Bancorporation merger, higher investment portfolio yields and lower funding costs.
The year-to-date taxable-equivalent net interest margin for 2015 was 3.22 percent, compared to 3.21 percent during 2014. The margin improvement was primarily due to originated loan growth, higher investment securities yields and lower funding costs, offset by loan yield compression and continued PCI loan portfolio runoff. Loan yields continue to be impacted by low interest
rates and competitive loan pricing. Investment yields improved 32 basis points compared to 2014 primarily due to reinvesting matured investments and proceeds from investment sales into higher yielding investments. The year-to-date taxable equivalent net interest margin declined 61 basis points to 3.21 percent in 2014, compared to 2013, primarily due to loan yield compression as a result of continued PCI loan runoff, offset by improvements in investment yields, originated loan growth and lower funding costs.
Average interest-earning assets increased by $6.66 billion, or by 30.0 percent, for the year ended December 31, 2015. Growth in average interest-earning assets during 2015 was funded primarily by deposit growth and was also impacted by the Bancorporation merger. Within interest-earning assets, loans experienced the most significant increase, primarily due to originated loan growth. The year-to-date taxable-equivalent yield on interest-earning assets declined 6 basis points to 3.38 percent compared to 2014. The decline was primarily the result of PCI loan yield being replaced with higher quality, lower yielding originated loans, partially offset by improvement in the investment yield. Average interest-earning assets increased $2.80 billion between 2014 and 2013 primarily due to the impact of the Bancorporation merger.
Average interest-bearing liabilities increased $3.71 billion for the full year of 2015 when compared to 2014 and increased $1.36 billion between 2014 and 2013. The rate on interest-bearing liabilities decreased 10 basis points to 0.23 percent for the full year 2015, compared to the same period of 2014 and decreased 8 basis points between 2014 and 2013. The decline for both periods was the result of lower borrowing levels and funding costs.
Interest income was $969.2 million during 2015, an increase of $208.8 million, or by 27.5 percent, when compared to 2014. Interest income from loans and leases increased by $174.4 million, or 24.9 percent, to $874.9 million. The 2015 increase in loan interest income was primarily the result of strong originated loan growth and the full year impact from the Bancorporation merger. Interest income decreased by $36.4 million between 2014 and 2013 primarily as a result of lower accretion income, offset by the positive impact of the Bancorporation merger and originated loan growth.
Accretion income on acquired loans increased in 2015 by $15.0 million to $133.3 million, due primarily to non-PCI accretion income. Non-PCI accretion income was $18.7 millioncompared to $5.9 million in 2014 due to the full year impact of non-PCI loans acquired in the Bancorporation merger.
PCI accretion income was $114.6 million, compared to $112.4 million in 2014. The increase in 2015 was due to the full year impact of the PCI loans acquired in the Bancorporation merger and the contribution from the CCBT acquisition, offset by the continued reduction in PCI loan balances. Additionally, PCI accretion income increased by $3.9 million in 2015 due to a reclassification between accretable yield and the allowance for loan losses. Both accretion income and provision expense increased by $3.9 million due to this reclassification, which resulted in no net impact on earnings. The PCI portfolio declined from December 31, 2014 by $236.0 million, reflecting continued loan runoff of $373.6 million offset by net loans acquired from CCBT which totaled $137.6 million at December 31, 2015. Other factors affecting the amount of PCI accretion income include unscheduled loan payments and changes in estimated cash flows and impairment.
Accretion income on acquired loans decreased by $106.4 million between 2014 and 2013. PCI accretion income was $112.4 million in 2014, compared to $224.7 million in 2013. The decrease was primarily due to the continued reduction in PCI loan balances. Non-PCI accretion income was $5.9 million in 2014 resulting from loans and leases acquired in the Bancorporation merger. There was no non-PCI accretion income in 2013.
Interest income earned on investment securities was $88.3 million, $56.2 million, and $36.9 million during 2015, 2014, and 2013, respectively. The $32.0 million increase in 2015 was the result of higher average balances and improved yields. Higher average balances contributed $16.4 million to interest income earned on investment securities, primarily due to the full year impact of the Bancorporation merger. Additionally, reinvesting proceeds from matured securities and investment securities sales into higher yielding investments contributed to the 32 basis points improvement in investment yields. Interest income earned on investment securities in 2014 increased $19.3 million from $36.9 million recorded during 2013, primarily due to investment securities added from the Bancorporation merger, coupled with a 23 basis point increase in the taxable-equivalent yield. The increase in taxable-equivalent yield in 2014 on the investment portfolio was due to reinvesting the proceeds from maturing government agency securities into U.S. Treasury securities and government-sponsored mortgage-backed securities at higher yields.
Interest expense was $44.3 million in 2015, a $6.0 million, or 12.0 percent, decrease from 2014, the result of a 10 basis point decrease in the rate on interest-bearing liabilities, offset by an increase of $3.53 billion in average deposits. The increase in average deposits was primarily due to the Bancorporation merger and organic growth in low-cost demand, checking with interest and savings accounts, offset by runoff in time deposits. Much of the reduction in funding costs results from a change in the deposit mix. Interest expense on interest-bearing deposits was $21.2 million in 2015, a decrease of $3.6 million, compared to $24.8 million in 2014. Interest expense on borrowings decreased $2.5 million from 2014 to $23.1 million in 2015. Interest
expense was $50.4 million in 2014, a $6.3 million decrease compared to 2013, primarily the result of an 8 basis-point decrease in the rate on interest-bearing liabilities.
Table 87 isolates the changes in taxable-equivalent net interest income due to changes in volume and interest rates for 2015 and 2014.
Table 8
CHANGES IN CONSOLIDATED TAXABLE EQUIVALENT NET INTEREST INCOME
| | | 2015 | | 2014 | 2018 | | 2017 |
| Change from previous year due to: | | Change from previous year due to: | Change from previous year due to: | | Change from previous year due to: |
| | | Yield/ | | Total | | | | Yield/ | | Total | | | Yield/ | | Total | | | | Yield/ | | Total |
(Dollars in thousands) | Volume | | Rate | | Change | | Volume | | Rate | | Change | Volume | | Rate | | Change | | Volume | | Rate | | Change |
Assets | | | | | | | | | | | | | | | | | | | | | | |
Loans and leases(1) | $ | 217,932 |
| | $ | (41,267 | ) | | $ | 176,665 |
| | $ | 87,149 |
| | $ | (142,694 | ) | | $ | (55,545 | ) | $ | 65,709 |
| | $ | 50,188 |
| | $ | 115,897 |
| | $ | 77,836 |
| | $ | 683 |
| | $ | 78,519 |
|
Investment securities: | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury | 2,819 |
| | 960 |
| | 3,779 |
| | 5,382 |
| | 5,043 |
| | 10,425 |
| (1,255 | ) | | 11,517 |
| | 10,262 |
| | 722 |
| | 5,215 |
| | 5,937 |
|
Government agency | (4,986 | ) | | 4,364 |
| | (622 | ) | | (6,351 | ) | | 1,285 |
| | (5,066 | ) | 1,115 |
| | 935 |
| | 2,050 |
| | (3,730 | ) | | 1,436 |
| | (2,294 | ) |
Mortgage-backed securities | 19,981 |
| | 9,342 |
| | 29,323 |
| | 13,405 |
| | 445 |
| | 13,850 |
| 586 |
| | 14,771 |
| | 15,357 |
| | 10,250 |
| | 8,755 |
| | 19,005 |
|
Corporate bonds and other | | 2,789 |
| | (939 | ) | | 1,850 |
| | 1,874 |
| | 220 |
| | 2,094 |
|
State, county and municipal | 40 |
| | (8 | ) | | 32 |
| | 1 |
| | — |
| | 1 |
| 11 |
| | — |
| | 11 |
| | (1 | ) | | — |
| | (1 | ) |
Other | (1,450 | ) | | 1,017 |
| | (433 | ) | | 82 |
| | 236 |
| | 318 |
| |
Marketable equity securities(2) | | 39 |
| | 311 |
| | 350 |
| | 277 |
| | (490 | ) | | (213 | ) |
Total investment securities | 16,404 |
| | 15,675 |
| | 32,079 |
| | 12,519 |
| | 7,009 |
| | 19,528 |
| 3,285 |
| | 26,595 |
| | 29,880 |
| | 9,392 |
| | 15,136 |
| | 24,528 |
|
Overnight investments | 2,394 |
| | (39 | ) | | 2,355 |
| | 954 |
| | 35 |
| | 989 |
| (12,729 | ) | | 7,880 |
| | (4,849 | ) | | (2,495 | ) | | 14,807 |
| | 12,312 |
|
Total interest-earning assets | $ | 236,730 |
| | $ | (25,631 | ) | | $ | 211,099 |
| | $ | 100,622 |
| | $ | (135,650 | ) | | $ | (35,028 | ) | $ | 56,265 |
| | $ | 84,663 |
| | $ | 140,928 |
| | $ | 84,733 |
| | $ | 30,626 |
| | $ | 115,359 |
|
Liabilities | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing deposits: | | | | | | | | | | | | | | | | | | | | | | |
Checking with interest | $ | 365 |
| | $ | (288 | ) | | $ | 77 |
| | $ | 186 |
| | $ | (7 | ) | | $ | 179 |
| $ | 48 |
| | $ | 188 |
| | $ | 236 |
| | $ | 103 |
| | $ | 8 |
| | $ | 111 |
|
Savings | 208 |
| | (353 | ) | | (145 | ) | | 128 |
| | 14 |
| | 142 |
| 59 |
| | 13 |
| | 72 |
| | 89 |
| | 13 |
| | 102 |
|
Money market accounts | 1,350 |
| | (826 | ) | | 524 |
| | 267 |
| | (3,495 | ) | | (3,228 | ) | (123 | ) | | 3,818 |
| | 3,695 |
| | (163 | ) | | 660 |
| | 497 |
|
Time deposits | 894 |
| | (4,906 | ) | | (4,012 | ) | | (187 | ) | | (6,615 | ) | | (6,802 | ) | (587 | ) | | 2,871 |
| | 2,284 |
| | (1,007 | ) | | (1,676 | ) | | (2,683 | ) |
Total interest-bearing deposits | 2,817 |
| | (6,373 | ) | | (3,556 | ) | | 394 |
| | (10,103 | ) | | (9,709 | ) | (603 | ) | | 6,890 |
| | 6,287 |
| | (978 | ) | | (995 | ) | | (1,973 | ) |
Repurchase obligations | 1,041 |
| | 90 |
| | 1,131 |
| | 130 |
| | (96 | ) | | 34 |
| (314 | ) | | (127 | ) | | (441 | ) | | (224 | ) | | 542 |
| | 318 |
|
Other short-term borrowings | (5,622 | ) | | (26 | ) | | (5,648 | ) | | 1,352 |
| | 5,067 |
| | 6,419 |
| (607 | ) | | (133 | ) | | (740 | ) | | 1,686 |
| | 869 |
| | 2,555 |
|
Long-term obligations | 5,339 |
| | (3,313 | ) | | 2,026 |
| | (2,406 | ) | | (605 | ) | | (3,011 | ) | (13,316 | ) | | 1,273 |
| | (12,043 | ) | | 996 |
| | (1,184 | ) | | (188 | ) |
Total interest-bearing liabilities | 3,575 |
| | (9,622 | ) | | (6,047 | ) | | (530 | ) | | (5,737 | ) | | (6,267 | ) | (14,840 | ) | | 7,903 |
| | (6,937 | ) | | 1,480 |
| | (768 | ) | | 712 |
|
Change in net interest income | $ | 233,155 |
| | $ | (16,009 | ) | | $ | 217,146 |
| | $ | 101,152 |
| | $ | (129,913 | ) | | $ | (28,761 | ) | $ | 71,105 |
| | $ | 76,760 |
| | $ | 147,865 |
| | $ | 83,253 |
| | $ | 31,394 |
| | $ | 114,647 |
|
(1) Loans and leases include PCI loans, non-PCI loans, nonaccrual loans, and loans held for sale. Interest income on loans and leases includes accretion income and loan fees. The rate/volume variance is allocated equally between the changes in volume and rate.
(2) Marketable equity securities income represents dividends.
NET INTEREST INCOME
Net interest income was $1.21 billion for the year ended December 31, 2018, an increase of $149.0 million, or 14.1 percent, compared to the same period in 2017. Interest income increased $142.1 million due to increased average loan balances primarily in the commercial, residential and business loan portfolios, coupled with increased yields primarily on equity lines, commercial loans and business loans. Interest expense decreased by $6.9 million due to the early extinguishment of FHLB borrowings in the first quarter of 2018, partially offset by an increase in rates paid on deposit accounts, primarily money market and time deposits. Net interest income for the year ended December 31, 2017, was $1.06 billion, a $115.2 million increase from 2016, primarily due to increased average loan balances and improvements in interest earned on investments and excess cash held in overnight investments.
36Interest income from loans and leases was $1.07 billion during 2018, an increase of $117.4 million compared to 2017. The increase was primarily due to loan growth and higher yields, as well as contributions from the HomeBancorp, Capital Commerce and Palmetto Heritage acquisitions. Interest income from loans and leases increased $79.2 million between 2016 and 2017, reflecting increased average loan balances due to originated loan growth and the contribution from the Guaranty acquisition.
Interest income earned on investment securities was $150.7 million, $121.2 million and $96.8 million during 2018, 2017 and 2016, respectively. The $29.5 million increase in 2018 compared to 2017 was due to a 41 basis point improvement in the investment yield resulting from the reinvestment of cash from maturities and sales into higher yielding, short duration securities. Interest income earned on investment securities in 2017 increased $24.4 million compared to 2016, primarily due to a 26 basis point increase in yield resulting from the reinvestment of cash from maturities and sales into higher yielding, short duration, mortgage-backed securities.
Interest expense on interest-bearing deposits was $22.5 million in 2018, an increase of $6.3 million compared to 2017, primarily due to higher rates paid on money market and time deposits. Interest expense on interest-bearing deposits decreased $2.0 million between 2016 and 2017, primarily due to a decline in time deposit balances. Interest expense on borrowings was $14.4 million in 2018, a decrease of $13.2 million compared to 2017, primarily related to lower borrowing costs due to debt extinguishments in the first quarter of 2018. Interest expense on borrowings increased $2.7 million between 2016 and 2017, primarily related to an increase in FHLB borrowings.
The year-to-date taxable-equivalent net interest margin for 2018 was 3.69 percent, compared to 3.30 percent during 2017. The margin increase was primarily due to higher loan balances, improved yields on loans and investments, and lower borrowing costs. This increase was partially offset by higher deposit costs and lower overnight investment balances. Yields on loans, investment securities and overnight investments increased 17 basis points, 41 basis points and 61 basis points, respectively, primarily due to the positive impact of four 25 basis point increases in the federal funds target rate since the fourth quarter of 2017. Investment securities yields also benefited from reinvesting cash flows from maturities, sales and paydowns into higher yielding, short duration securities. The year-to-date taxable equivalent net interest margin for 2017 was 3.30 percent, compared to 3.14 percent during 2016. The margin increase was primarily due to higher loan and mortgage-backed security balances, improved yields on investments, and excess cash held in overnight investments.
Average interest-earning assets increased $634.0 million, or by 2.0 percent, for the year ended December 31, 2018. Growth in average interest-earning assets during 2018 was primarily due to organic loan growth and loans acquired from HomeBancorp, Capital Commerce and Palmetto Heritage, offset by the reduction in overnight investments used to fund the early extinguishment of FHLB borrowings. The year-to-date taxable-equivalent yield on interest-earning assets in 2018 improved 36 basis points to 3.80 percent. The increase was primarily the result of loan growth, improved yields on loans and investments and excess cash held in overnight investments. Average interest-earning assets increased $1.94 billion between 2016 and 2017 primarily due to organic loan growth funded largely by deposit growth, as well as the addition of loans from the Guaranty and HCB acquisitions.
Average interest-bearing liabilities decreased $580.6 million for the full year of 2018 compared to 2017, primarily due to the early extinguishments of FHLB borrowings in the first quarter of 2018. Average interest-bearing liabilities increased $418.0 million between 2016 and 2017, primarily due to growth in interest-bearing savings and checking accounts and incremental FHLB borrowings of $175.0 million in 2017. The rate paid on interest-bearing liabilities decreased 3 basis points to 0.19 percent in 2018 compared to 0.22 percent in both 2017 and 2016, primarily due to lower borrowings.
NONINTEREST INCOME
Table 98
NONINTEREST INCOME
| | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Gain on acquisitions | $ | 42,930 |
| | $ | — |
| | $ | — |
| |
Cardholder services | 77,342 |
| | 59,607 |
| | 48,360 |
| |
Merchant services | 84,207 |
| | 64,075 |
| | 56,024 |
| |
Service charges on deposit accounts | 90,546 |
| | 69,100 |
| | 60,661 |
| $ | 105,486 |
| | $ | 101,201 |
| | $ | 89,359 |
|
Wealth management services | 82,865 |
| | 66,115 |
| | 59,628 |
| 97,966 |
| | 86,719 |
| | 80,221 |
|
Fees from processing services | 180 |
| | 17,989 |
| | 22,821 |
| |
Securities gains | 10,817 |
| | 29,096 |
| | — |
| |
Cardholder services, net | | 65,478 |
| | 57,583 |
| | 47,319 |
|
Other service charges and fees | 23,807 |
| | 17,760 |
| | 15,696 |
| 30,606 |
| | 28,321 |
| | 27,011 |
|
Gain on extinguishment of debt | | 26,553 |
| | 12,483 |
| | — |
|
Merchant services, net | | 24,504 |
| | 22,678 |
| | 20,900 |
|
Mortgage income | 18,168 |
| | 5,828 |
| | 11,065 |
| 16,433 |
| | 23,251 |
| | 20,348 |
|
Insurance commissions | 11,757 |
| | 11,129 |
| | 10,694 |
| 12,702 |
| | 12,465 |
| | 11,150 |
|
ATM income | 7,119 |
| | 5,388 |
| | 5,026 |
| 7,980 |
| | 9,143 |
| | 7,283 |
|
Adjustments to FDIC receivable and payable for loss share agreements | (19,009 | ) | | (32,151 | ) | | (72,342 | ) | |
Recoveries of PCI loans previously charged off | 21,169 |
| | 16,159 |
| | 29,699 |
| |
Securities gains, net | | 351 |
| | 4,293 |
| | 26,673 |
|
Gain on acquisitions | | — |
| | 134,745 |
| | 5,831 |
|
Net impact from FDIC loss share termination | | — |
| | (45 | ) | | 16,559 |
|
Adjustments to FDIC shared-loss receivable | | (6,341 | ) | | (6,232 | ) | | (9,725 | ) |
Marketable equity securities losses, net | | (7,610 | ) | | — |
| | — |
|
Other | 15,190 |
| | 13,118 |
| | 20,050 |
| 26,041 |
| | 35,358 |
| | 34,170 |
|
Total noninterest income | $ | 467,088 |
| | $ | 343,213 |
| | $ | 267,382 |
| $ | 400,149 |
| | $ | 521,963 |
| | $ | 377,099 |
|
Noninterest income is an essential component of ourFor the year ended December 31, 2018, total revenue and is critical to our ability to sustain adequate profitability levels. The primary sources of noninterest income have traditionally consistedwas $400.1 million, compared to $522.0 million for the same period in 2017, a decrease of $121.8 million, or by 23.3 percent. Excluding $134.7 million in gains on the Guaranty and HCB acquisitions in 2017, total noninterest income increased $12.9 million, or by 3.3 percent. The year-to-date change was primarily attributable to the following:
The gain on extinguishment of debt increased by $14.1 million in 2018 due to the early termination of FHLB advances with a realized gain of $26.6 million, compared to the early termination of forward starting FHLB advances in 2017 with a realized gain of $12.5 million.
Wealth management services income increased by $11.2 million primarily due to an increase in sales volume on annuity products, increased brokerage income and increased commissions earned on trust services due to increased assets under management.
Merchant and cardholder services income merchantincreased by $9.7 million due to an increase in sales volume, cost savings achieved by converting credit card processing services income,and incentives received from our new service provider.
Service charges on deposit accounts revenues derived from wealth management services and fees from processing services. Recoveries on PCI loans that have been previously charged-off are additional sourcesincreased by $4.3 million primarily due to an increase in the volume of noninterest income. BancShares records the portion of recoveries not covered under loss share agreements as noninterest income rather than as an adjustment to the allowance for loan losses since charge-offs on PCI loans are recorded against the discount recognized on the date of acquisition versus the allowance for loan losses.
During 2015, noninterest income was $467.1 million, compared to $343.2 million in 2014. The $123.9 million increase from 2014 was primarilyoverdraft transactions driven by the full year impact of the Bancorporation merger and the $42.9 million CCBT acquisition gain. Additionally, the year-to-date change was attributable to the following drivers:
Sales volumes for both merchant and cardholder services increased approximately 9.0 percent, excluding the full year impact of Bancorporation, as recent revenue generating initiatives focused on growing these products.
Mortgage income benefited in 2015fees generated from a low rate environment resulting in higher production and sales volumes as well as improved execution on sales of mortgage loans into the secondary market.2017 acquisitions.
Gains on sales of securities were $10.8decreased by $3.9 million.
Acquired recoveries decreased $4.5 million.
Mortgage income decreased $6.8 million primarily due to lower sales volumes at lower margins.
Marketable equity securities losses decreased income by $7.6 million due to unfavorable movements in the stock market during the fourth quarter of 2018.
For the year ended December 31, 2017, total noninterest income was $522.0 million, compared to $377.1 million for the same period in 2016, an increase of $144.9 million, or by 38.4 percent. Excluding the $134.7 million in 2015 triggered in response to changing market conditions and to better position the investment portfolio for a rising rate environment. In 2014, a $29.1 million gain was recognized on Bancorporation shares of stock owned by BancShares that were canceledgains on the merger date.Guaranty and HCB acquisitions in 2017 and the $5.8 million in gains on the FCSB and NMSB acquisitions in 2016, total noninterest income increased $16.0 million, or by 4.3 percent. The year-to-date change was primarily attributable to the following:
Gain on extinguishment of debt of $12.5 million due to the early termination of two forward-starting FHLB advances in 2017.
Merchant and cardholder services income increased by $12.0 million due to increases in sales volume and income from the Guaranty acquisition.
Service charges on deposits increased by $11.8 million primarily due to the Guaranty acquisition, as well as increased fees charged on certain transactions.
Wealth management services income increased by $6.5 million driven primarily by an increase in sales volume on annuity products, increased brokerage income and higher commissions earned on trust services.
Lower FDIC receivable adjustments of $13.1$3.5 million resulting from lower amortization expense as three loss share agreements expired since 2014.
A $5.0 million increaseprimarily due to a decrease in recoveries of PCI loans previously charged off.
Fees from processing services declined $17.8 million, as substantially all fees recorded in 2014OREO and loan expenses related to payments received from Bancorporation priorshared-loss agreements.
Mortgage income increased $2.9 million primarily attributable to the merger.
Noninterest income was $343.2 million in 2014, comparedmortgage servicing rights retained related to $267.4 million in 2013. The $75.8 million increase includes the impact of the Bancorporation merger in the fourth quarter of 2014 and the recognition of the $29.1 million gain on Bancorporation shares of stock owned by BancShares. Additionally, loss share protection expired for three loss share agreements in 2014 resulting in a $40.2 million reduction in FDIC receivable adjustments. During 2014 and 2013, substantially all fees from processing services relate to payments received from Bancorporation. Other noninterest income in 2013 included $7.5 million generated from the sale of our rights and mostcertain residential mortgage loans.
A decrease in noninterest income attributed to the 2016 net impact from the FDIC shared-loss termination of our obligations under various service agreements with client banks.$16.6 million recognized in 2016.
A decrease in gains on sales of securities of $22.4 million due to lower investment portfolio sales in 2017 compared to 2016.
NONINTEREST EXPENSE
Table 109
NONINTEREST EXPENSE
| | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Salaries and wages | $ | 429,742 |
| | $ | 349,279 |
| | $ | 308,936 |
| $ | 527,691 |
| | $ | 490,610 |
| | $ | 443,746 |
|
Employee benefits | 113,309 |
| | 79,898 |
| | 90,479 |
| 118,203 |
| | 105,975 |
| | 94,340 |
|
Occupancy expense | 98,191 |
| | 86,775 |
| | 75,713 |
| 109,169 |
| | 104,690 |
| | 102,609 |
|
Equipment expense | 92,639 |
| | 79,084 |
| | 75,538 |
| 102,909 |
| | 97,478 |
| | 92,501 |
|
Merchant processing | 58,231 |
| | 42,661 |
| | 35,279 |
| |
Processing fees paid to third parties | | 30,017 |
| | 25,673 |
| | 18,976 |
|
FDIC insurance expense | 18,340 |
| | 12,979 |
| | 10,175 |
| 18,890 |
| | 22,191 |
| | 20,967 |
|
Foreclosure-related expenses | 2,662 |
| | 17,368 |
| | 17,134 |
| |
Cardholder processing | 21,735 |
| | 15,133 |
| | 13,780 |
| |
Collection | 9,649 |
| | 11,595 |
| | 21,209 |
| |
Processing fees paid to third parties | 18,779 |
| | 17,089 |
| | 15,095 |
| |
Cardholder reward programs | 11,069 |
| | 8,252 |
| | 6,266 |
| |
Core deposit intangible amortization | | 17,165 |
| | 17,194 |
| | 16,851 |
|
Collection and foreclosure-related expenses | | 16,567 |
| | 14,407 |
| | 13,379 |
|
Consultant expense | | 14,345 |
| | 14,963 |
| | 10,931 |
|
Advertising expense | | 11,650 |
| | 11,227 |
| | 10,239 |
|
Telecommunications | 14,406 |
| | 10,834 |
| | 10,033 |
| 10,471 |
| | 12,172 |
| | 14,496 |
|
Consultant | 8,925 |
| | 10,168 |
| | 9,740 |
| |
Advertising | 12,431 |
| | 11,461 |
| | 8,286 |
| |
Core deposit amortization | 18,892 |
| | 6,955 |
| | 2,308 |
| |
Merger-related expenses | 14,174 |
| | 13,064 |
| | 391 |
| 6,462 |
| | 9,015 |
| | 5,341 |
|
Other | 95,741 |
| | 76,481 |
| | 71,018 |
| 93,432 |
| | 86,874 |
| | 93,390 |
|
Total noninterest expense | $ | 1,038,915 |
| | $ | 849,076 |
| | $ | 771,380 |
| $ | 1,076,971 |
| | $ | 1,012,469 |
| | $ | 937,766 |
|
The primary components ofFor the year ended December 31, 2018, total noninterest expense arewas $1.08 billion, compared to $1.01 billion for the same period in 2017, an increase of $64.5 million, or 6.4 percent. The year-to-date change was primarily attributable to the following:
Personnel expense, which includes salaries, wages and related employee benefits, occupancy costs, facilitiesincreased by $49.3 million, primarily driven by payroll incentive and equipmentcommission increases and merchant processing expenses. Noninterest expense was $1.04 billion for 2015, a $189.8 million or 22.4 percent increase from the $849.1 million in 2014. The overall increase was due primarily to the full year impact of the Bancorporation merger. In addition to the impact from the Bancorporation merger, the following other items impacted various noninterest expense categories:
Employee benefits included a $6.1 million increase fornet staff additions (that includes acquired bank personnel), merit increases and higher pensionhealth insurance costs. The increase in pension cost was due to a decline in the discount rate used to estimate the pension liability and pension expense in 2015.
Processing expenses for merchant and cardholder services, adjusted for the impact of the Bancorporation merger, were up an approximate 8.0 percent corresponding with higher sales volumes.
Equipment expense increased by $5.4 million for depreciation primarily relateddue to investments in new technology systems placed in service during 2015.technologies as well as upgrades and maintenance to existing equipment.
Core deposit amortizationOccupancy expense increased $11.9by $4.5 million from 2014 primarily due to intangibles recognized incosts associated with the Bancorporation merger.HomeBancorp, Capital Commerce and Palmetto Heritage Bank acquisitions, as well as higher depreciation and maintenance expenses.
Foreclosure-relatedProcessing fees paid to third parties increased by $4.3 million primarily due to higher online bill pay service activity and additional core processing expense driven by acquisitions and organic growth.
Merger-related expenses and collection costs decreased by $16.7$2.6 million primarily caused by the 2017 acquisitions of Guaranty and HCB.
For the year ended December 31, 2017, total noninterest expense was $1.01 billion, compared to $937.8 million for the same period in 2016, an increase of $74.7 million, or 57.5 percent, in 20158.0 percent. The year-to-date change was primarily attributable to the following:
Personnel expense, which includes salaries, wages and employee benefits, increased by $58.5 million primarily driven by acquired bank personnel, merit increases, staff additions and payroll incentive plans.
Processing fees paid to third parties increased by $6.7 million primarily due to lower losses on real estate sold and lower legal remediation expenses associated with managing fewer OREO properties.
Noninterest expense in 2014 increased $77.7 million from the $771.4 million recorded during 2013, the net result of the Bancorporation merger during the fourth quarter of 2014, higher salaries and wages, occupancy expense, merger-related costs, and cardholder and merchantcore processing expenses offset by lower pension expense and collection costs. During 2014, merger-related expenses included in noninterest expense for the 1st Financial and Bancorporation transactions were $5.0 million and $8.0 million, respectively. Merger-related expenses of $391 thousand in 2013 related to the 1st Financial transaction. Salariesacquisitions of Guaranty and wagesHCB.
Equipment expense increased $40.3by $5.0 million attributable to investments in comparisonnew technology as well as upgrades to 2013 primarily as a result of the workforce acquired in the Bancorporation merger and annual merit increases. Employee benefits, however, decreased $10.6existing equipment.
Consultant expense increased by $4.0 million in comparison to 2013 primarily due to lower pensionregulatory, accounting and compliance-related services.
Merger-related expense as a result of applying a higher discount rate to calculate our pension obligation in 2014. Additionally, collection expense declined $9.6increased by $3.7 million during 2014 due to lower legal remediation expensesprimarily driven by costs associated with managing fewer nonperforming assets.the Guaranty and HCB acquisitions in 2017.
INCOME TAXES
For 2015,2018, income tax expense was $122.0$103.3 million compared to $65.0 million during 2014 and $101.6$219.9 million during 2013,2017 and $125.6 million during 2016, reflecting effective tax rates of 36.720.5 percent,, 31.9 40.5 percent and 37.835.8 percent during the respective periods. The lowerTax Act reduced the federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018.
During 2018, income tax expense was reduced by $15.7 million to update the provisional amount recorded in 2017 related to Tax Act changes. Excluding the effects of the provisional adjustment, the 2018 effective tax rate would have been 23.6 percent. The accounting for the provisional effects of the Tax Act was completed in 2018.
The increase in the effective tax rate during 20142017 was primarily due to the impactre-measurement of the $29.1 million gain from the Bancorporation shares of stock owned by BancShares that were canceled on the merger date.
We monitor and evaluate the potential impact of current events on the estimates used to establishour deferred tax assets which increased income tax expense and incomeby a provisional $25.8 million to reflect the Tax Act changes. Excluding the effects of the provisional adjustment, the 2017 effective 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.rate would have been 35.7 percent.
INTEREST-EARNING ASSETS
Interest-earning assets include investment securities, loans and leases investment securities, 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 have historically focused on maintaining high-asset quality, which results in a loan and lease portfolio subjectedstrive to strenuous underwriting and monitoring procedures. We avoid high-risk industry concentrations, but we do maintain a concentrationhigh level of owner-occupied real estate loansinterest-earning assets relative to borrowers in medical and medical-related fields. Our focus on asset quality also influences the composition of our investment securities portfolio.total assets, while keeping non-earning assets at a minimum.
Interest-earning assets averaged $28.89$32.85 billion in 2015,2018, compared to $22.23$32.21 billion in 2014.2017. The increase of $6.66 billion,$634.0 million, or 30.02.0 percent, was funded primarily by depositthe result of strong originated loan growth and was also impactedthe loans acquired in the HomeBanc, Capital Commerce and Palmetto Heritage acquisitions, partially offset by the Bancorporation merger. Within interest-earning assets, loans experienced the most significant increase, primarily due to originated loan growth.
Investment securities
Investment securities were $6.86 billion at December 31, 2015, a decrease of $310.9 million, or 4.3 percent, when compared to $7.17 billion at December 31, 2014. The decrease in 2015 was attributable to reinvesting a portion of the proceeds from sales, maturities and calls intolower overnight investments rather than investment securities. This follows an increase of $1.78 billion, or 33.1 percent, in total investment securities from December 31, 2013 to December 31, 2014 primarily related to the Bancorporation merger.use of funds for the extinguishment of FHLB debt obligations during the first quarter of 2018.
Available for sale securities are reported at fair value and unrealized gains and losses are included as a component of other comprehensive income, net of deferred taxes. As of December 31, 2015, investment securities available for sale had a net pre-tax unrealized loss of $24.5 million, compared to a net pre-tax unrealized gain of $8.3 million as of December 31, 2014. After evaluating the securities with unrealized losses, management concluded that no other than temporary impairment existed as of December 31, 2015.
Sales of investment securities in 2015 were $1.29 billion resulting in a net realized gain of $10.8 million compared to the realized gain of $29.1 million in 2014. The securities gain in 2014 primarily relates to the Bancorporation shares of stock owned by BancShares that were canceled on the merger date.
At December 31, 2015, mortgage-backed securities represented 68.0 percent of investment securities available for sale, compared to U.S. Treasury, government agency securities, equity securities and other, which represented 24.4 percent, 7.3 percent, 0.1 percent and 0.2 percent of the portfolio, respectively. Overnight investments are with the Federal Reserve Bank and other financial institutions.
During 2015, cash flows from the sales, maturities and calls of U.S. Treasury and government agency securities were reinvested into mortgage-backed securities, equity securities and other investments in order to optimize earnings and overall risk of the investment portfolio. As a result, the carrying value of mortgage-backed securities issued by government sponsored enterprises, equity securities and other investments increased by $1.03 billion, $8.9 million and $10.7 million, respectively, while U.S. Treasury securities decreased $954.8 million, and government agency securities declined $410.2 million. Other investments consist primarily of corporate bonds. The effective duration of the investment portfolio was 2.7 years at December 31, 2015, compared to 2.4 years at December 31, 2014.Investment Securities
The primary objective of the investment portfolio is to generate incremental income by deploying excess funds into securities that have minimal liquidity and credit risk and low to moderate interest rate risk and credit 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 securities portfolio result from trends among loans
in balance sheet funding and leases, deposits and short-term borrowings.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 or into overnight investments. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow any overnight investments to decline and use proceeds from maturing securities and prepayments to fund loan demand. Details of investment securities at December 31, 2015, December 31, 2014See Note A andDecember 31, 2013, are provided in Table 11. Also see Note C in the Notes to Consolidated Financial Statements for additional disclosures.disclosures regarding investment securities.
The adoption of ASU 2016-01 in the first quarter of 2018 resulted in marketable equity investments being reported separately in the Consolidated Balance Sheets and the change in fair value of those investments is reflected in the Consolidated Statements of Income. At adoption, we recorded a cumulative-effect adjustment to the consolidated balance sheet resulting in an $18.7 million increase to retained earnings and a corresponding decrease to AOCI. The fair value of marketable equity securities was $92.6 million and $105.2 million, respectively, at December 31, 2018 and 2017.
The fair value of all investment securities was $6.85 billion at December 31, 2018, a decrease of $329.1 million when compared to $7.18 billion at December 31, 2017. This follows an increase of $173.6 million in total investment securities from December 31, 2016 to December 31, 2017. The decrease in the portfolio from December 31, 2017 was primarily attributable to not reinvesting a portion of U.S. Treasury maturities and mortgage-backed securities principal paydowns over the period. The increase in the portfolio from December 31, 2016, was primarily attributable to investing overnight funds into the investment portfolio and a decline in the net pre-tax unrealized losses on the available for sale portfolio.
On May 1, 2018, mortgage-backed securities with an amortized cost of $2.49 billion were transferred from investments available for sale (AFS) to the held to maturity (HTM) portfolio. At the time of transfer, the mortgage-backed securities had a fair value of $2.38 billion. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. The unrealized loss on these securities at the date of transfer was $109.5 million, or $84.3 million net of tax, and continues to be reported as a component of AOCI. This unrealized loss will be accreted out of AOCI into the Consolidated Statements of Income over the remaining expected life of the securities, partially offset by the amortization of the corresponding discount on the transferred securities. As of December 31, 2018, $17.1 million, or $13.2 million net of tax, of the unrealized loss has been accreted from AOCI into interest income. FCB has the intent and ability to retain these securities until maturity.
As of December 31, 2018, investment securities available for sale had a net pre-tax unrealized loss of $50.0 million, compared to a net pre-tax unrealized loss of $48.8 million as of December 31, 2017. After evaluating the AFS securities with unrealized losses, management concluded that no other than temporary impairment existed as of December 31, 2018. Available for sale securities are reported at fair value and unrealized gains and losses are included as a component of other comprehensive income, net of deferred taxes.
At December 31, 2018, mortgage-backed securities represented 74.5 percent of total investment securities, compared to U.S. Treasury (18.3 percent), government agency securities (3.8 percent), corporate bonds (2.0 percent) and other investments and marketable equity securities (1.4 percent). Overnight investments are with the Federal Reserve Bank and other financial institutions.
See Note C in the Notes to Consolidated Financial Statements for additional disclosures regarding investment securities.
Table 10
INVESTMENT SECURITIES
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31 |
| 2018 | | 2017 | | 2016 |
(Dollars in thousands) | Cost | | Fair value | | Cost | | Fair value | | Cost | | Fair value |
Investment securities available for sale | | | | | | | | | | | |
U.S. Treasury | $ | 1,249,243 |
| | $ | 1,247,710 |
| | $ | 1,658,410 |
| | $ | 1,657,864 |
| | $ | 1,650,675 |
| | $ | 1,650,319 |
|
Government agency | 257,252 |
| | 256,835 |
| | — |
| | — |
| | 40,291 |
| | 40,398 |
|
Mortgage-backed securities | 2,956,793 |
| | 2,909,339 |
| | 5,428,074 |
| | 5,349,426 |
| | 5,259,466 |
| | 5,175,425 |
|
Marketable equity securities | — |
| | — |
| | 75,471 |
| | 105,208 |
| | 71,873 |
| | 83,507 |
|
Corporate bonds | 139,906 |
| | 139,101 |
| | 59,414 |
| | 59,963 |
| | 49,367 |
| | 49,562 |
|
Other | 3,923 |
| | 4,125 |
| | 7,645 |
| | 7,719 |
| | 7,615 |
| | 7,369 |
|
Total investment securities available for sale | 4,607,117 |
| | 4,557,110 |
| | 7,229,014 |
| | 7,180,180 |
| | 7,079,287 |
| | 7,006,580 |
|
Investment in marketable equity securities | 73,809 |
| | 92,599 |
| | — |
| | — |
| | — |
| | — |
|
Investment securities held to maturity | | | | | | | | | | | |
Mortgage-backed securities | 2,184,653 |
| | 2,201,502 |
| | 76 |
| | 81 |
| | 98 |
| | 104 |
|
Total investment securities | $ | 6,865,579 |
| | $ | 6,851,211 |
| | $ | 7,229,090 |
| | $ | 7,180,261 |
| | $ | 7,079,385 |
| | $ | 7,006,684 |
|
Table 11 presents the investment securities portfolio at December 31, 2018 segregated by major category with ranges of contractual maturities, average contractual maturities and taxable equivalent yields.
Table 11
INVESTMENT SECURITIES
| | | December 31 | | | | | | | | | |
| 2015 | | 2014 | | 2013 | December 31, 2018 |
| | | | | Average maturity (Yrs./mos.) | | Taxable equivalent yield | | | | | | | | | | | | | Average maturity (Yrs./mos.) | | Weighted taxable equivalent yield |
(Dollars in thousands) | Cost | | Fair value | | Cost | | Fair value | | Cost | | Fair value | Cost | | Fair value | |
Investment securities available for sale: | Investment securities available for sale: | | | | | | | | | | | | | Investment securities available for sale: | | | | |
U.S. Treasury | | | | | | | | | | | | | | | | | | | | | | |
Within one year | $ | 847,622 |
| | $ | 847,023 |
| | 0/9 | | 1.06 | % | | $ | 88,174 |
| | $ | 88,197 |
| | $ | 245,510 |
| | $ | 245,667 |
| $ | 1,149,105 |
| | $ | 1,146,974 |
| | 0/4 | | 2.00 | % |
One to five years | 828,374 |
| | 827,859 |
| | 1/2 | | 0.89 |
| | 2,538,726 |
| | 2,541,473 |
| | 127,713 |
| | 127,770 |
| 100,138 |
| | 100,736 |
| | 1/9 | | 2.94 |
|
Total | 1,675,996 |
| | 1,674,882 |
| | 0/11 | | 0.97 |
| | 2,626,900 |
| | 2,629,670 |
| | 373,223 |
| | 373,437 |
| 1,249,243 |
| | 1,247,710 |
| | 0/6 | | 2.08 |
|
Government agency | | | | | | | | | | | | | | | | | | | | | | |
Within one year | 408,092 |
| | 408,071 |
| | 0/8 | | 1.11 |
| | 359,567 |
| | 359,669 |
| | 594,446 |
| | 595,216 |
| |
One to five years | 90,712 |
| | 90,589 |
| | 3/0 | | 2.04 |
| | 548,795 |
| | 549,148 |
| | 1,948,777 |
| | 1,949,013 |
| |
Total | 498,804 |
| | 498,660 |
| | 1/1 | | 1.28 |
| | 908,362 |
| | 908,817 |
| | 2,543,223 |
| | 2,544,229 |
| |
Mortgage-backed securities(1) | | | | | | | | | | | | | | | |
Within one year | 7,839 |
| | 7,859 |
| | 0/8 | | 1.36 |
| | 47,169 |
| | 47,317 |
| | 10,703 |
| | 10,743 |
| |
One to five years | 4,453,084 |
| | 4,428,968 |
| | 3/11 | | 2.35 |
| | 3,458,197 |
| | 3,461,950 |
| | 2,221,351 |
| | 2,192,285 |
| |
Five to ten years | 231,524 |
| | 231,371 |
| | 5/10 | | 2.33 |
| | 122,821 |
| | 124,037 |
| | 254,243 |
| | 243,845 |
| |
Total | 4,692,447 |
| | 4,668,198 |
| | 4/0 | | 2.35 |
| | 3,628,187 |
| | 3,633,304 |
| | 2,486,297 |
| | 2,446,873 |
| |
Municipal securities | | | | | | | | | | | | | | | |
Within one year | — |
| | — |
| | — | | — |
| | 125 |
| | 126 |
| | — |
| | — |
| |
One to five years | — |
| | — |
| | — | | — |
| | — |
| | — |
| | 186 |
| | 187 |
| |
Total | — |
| | — |
| | — | | — |
| | 125 |
| | 126 |
| | 186 |
| | 187 |
| |
Other | | | | | | | | | | | | | | | | |
One to five years | — |
| | — |
| | — | | — |
| | — |
| | — |
| | 863 |
| | 830 |
| 1,482 |
| | 1,479 |
| | 4/0 | | 3.33 |
|
Five to ten years | 8,500 |
| | 8,500 |
| | 10/0 | | 6.5 |
| | — |
| | — |
| | — |
| | — |
| 15,439 |
| | 15,387 |
| | 8/5 | | 3.24 |
|
Over ten years | 2,115 |
| | 2,160 |
| | 34/0 | | 3.75 |
| | — |
| | — |
| | — |
| | — |
| 240,331 |
| | 239,969 |
| | 23/4 | | 2.88 |
|
Total | 10,615 |
| | 10,660 |
| | 14/10 | | 5.94 |
| | — |
| | — |
| | 863 |
| | 830 |
| 257,252 |
| | 256,835 |
| | 22/4 | | 2.90 |
|
Equity securities | 7,935 |
| | 8,893 |
| | — | | — |
| | — |
| | — |
| | 543 |
| | 22,147 |
| |
Total investment securities available for sale | 6,885,797 |
| | 6,861,293 |
| | | | | | 7,163,574 |
| | 7,171,917 |
| | 5,404,335 |
| | 5,387,703 |
| |
Investment securities held to maturity: | | | | | | | | | | | | | | | | |
Mortgage-backed securities | | | | | | | | | | | | | | | |
Within one year | 164 |
| | 166 |
| | 0/6 | | 5.58 |
| | 416 |
| | 433 |
| | 2 |
| | 2 |
| |
Mortgage-backed securities(1) | | Mortgage-backed securities(1) | | | | | | |
Five to ten years | | 1,301,114 |
| | 1,268,176 |
| | 8/10 | | 2.03 |
|
Over ten years | | 1,655,679 |
| | 1,641,163 |
| | 17/6 | | 2.69 |
|
Total | | 2,956,793 |
| | 2,909,339 |
| | 13/9 | | 2.40 |
|
Corporate bonds | | | | | | | | |
One to five years | 91 |
| | 99 |
| | 3/11 | | 6.77 |
| | 102 |
| | 111 |
| | 831 |
| | 891 |
| 5,535 |
| | 5,475 |
| | 4/5 | | 5.00 |
|
Five to ten years | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 74 |
| | 81 |
| 134,371 |
| | 133,626 |
| | 7/8 | | 2.03 |
|
Total | | 139,906 |
| | 139,101 |
| | 13/9 | | 2.40 |
|
Other | | | | | | | | |
Over ten years | | 3,923 |
| | 4,125 |
| | 20/1 | | 7.90 |
|
Total | | 3,923 |
| | 4,125 |
| | 20/1 | | 7.90 |
|
Total investment securities available for sale | | 4,607,117 |
| | 4,557,110 |
| | | | |
Investment in marketable equity securities | | 73,809 |
| | 92,599 |
| | — |
| | — |
|
Investment securities held to maturity: | | | | | | | | |
Mortgage-backed securities (1) | | Mortgage-backed securities (1) | | | | | | |
One to five years | | 3 |
| | 3 |
| | 4/2 | | 4.00 |
|
Five to ten years | | 688,679 |
| | 693,393 |
| | 9/3 | | 3.10 |
|
Over ten years | | 1,495,971 |
| | 1,508,106 |
| | 17/10 | | 3.25 |
|
Total investment securities held to maturity | 255 |
| | 265 |
| | 1/9 | | 6.02 |
| | 518 |
| | 544 |
| | 907 |
| | 974 |
| 2,184,653 |
| | 2,201,502 |
| | 15/1 | | 3.20 |
|
Total investment securities | $ | 6,886,052 |
| | $ | 6,861,558 |
| | | | | | $ | 7,164,092 |
| | $ | 7,172,461 |
| | $ | 5,405,242 |
| | $ | 5,388,677 |
| $ | 6,865,579 |
| | $ | 6,851,211 |
| | | | |
(1) Mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity. The expected life of mortgage-backed securities will differ from contractual maturities because borrowers have the right to prepay the underlying mortgage loans.
Table 12 provides information on investment securities issued by any one issuer exceeding ten percent of shareholders' equity.
Table 12
INVESTMENT SECURITIES - ISSUERS EXCEEDING TEN PERCENT OF SHAREHOLDERS' EQUITY
| | | December 31, 2015 | December 31, 2018 |
(Dollars in thousands) | Cost | | Fair Value | Cost | | Fair Value |
Federal Home Loan Bank | $ | 353,805 |
| | $ | 353,688 |
| |
Federal Home Loan Mortgage Corporation | 1,343,425 |
| | 1,337,396 |
| $ | 1,743,450 |
| | $ | 1,738,104 |
|
Federal National Mortgage Association | 4,982,828 |
| | 2,965,188 |
| 3,142,769 |
| | 3,118,269 |
|
Loans and Leases
Our accounting methods for loans and leases depend on whether they are originated or purchased, and if purchased, whether or not the loans reflect credit deterioration since origination. Non-Purchased Credit Impaired (Non-PCI) loans consist of loans which were originated by us or purchased from other institutions that did not reflect credit deterioration at the time of purchase. Purchased Credit Impaired (PCI) loans are purchased loans which reflect credit deterioration since origination such that it is probable at acquisition that we will be unable to collect all contractually required payments.
Loans and leases were $20.24$25.52 billion at December 31, 2015,2018, a net increase of $1.47$1.93 billion, or 7.88.2 percent, whensince December 31, 2017. Non-PCI loans and leases at December 31, 2018 were $24.92 billion, representing 97.6 percent of total loans and leases, compared to $22.83 billion, representing 96.8 percent of total loans and leases at December 31, 2014. Growth2017. The increase in non-PCI loans was primarily driven by $1.71$1.31 billion of organic growth in the commercial and residential mortgage portfolios, and the addition of $476.1 million, $168.4 million and $125.7 million in non-PCI loans from the HomeBancorp, Capital Commerce and Palmetto Heritage acquisitions, respectively. PCI loans at December 31, 2018 were $606.6 million, representing 2.4 percent of total loans and leases, compared to $763.0 million, representing 3.2 percent of total loans and leases at December 31, 2017. The PCI portfolio declined over this period by $156.4 million, as a result of loan run-off of $185.0 million, offset by newly acquired PCI loans totaling $28.6 million.
Loans and leases were $23.60 billion at December 31, 2017, a net increase of $1.86 billion, or 8.6 percent, since December 31, 2016. This increase was primarily driven by $1.46 billion of organic growth in the non-PCI portfolio.portfolio and the addition of $447.7 million in non-PCI loans from the Guaranty acquisition. The PCI portfolio declined during the yearover this period by $236.0$46.2 million, reflecting continuedas a result of loan runoffrun-off of $373.6$208.8 million, offset by net loans acquired from CCBTGuaranty and HCB, which totaled $137.6were $97.6 million and $65.0 million, respectively, at December 31, 2015. Loans and leases increased by $5.64 billion, or 42.9 percent, from December 31, 2013 to December 31, 2014 primarily due to the Bancorporation merger contribution of $4.49 billion and originated portfolio growth of $1.30 billion.2017.
BancShares reports PCI and non-PCI loan portfolios separately and each portfolio is further divided into commercial and non-commercial. Additionally, loans are assigned to loan classes, which further disaggregate loans based upon common risk characteristics, such as commercial real estate, commercial & industrial or residential mortgage. Table 13 provides the composition of PCInon-PCI and non-PCIPCI loans and leases for the past five years.
PCI Loans
The PCI portfolio includes loans acquired in a transfer, including business combinations, where there is evidence of credit
deterioration since origination and it is probable at the date of acquisition that we will not collect all contractually required
principal and interest payments. All nonrevolving loans are evaluated at acquisition and where a discount is required at least in part due to credit quality, the loans are accounted for under the guidance in ASC Topic 310-30. PCI loans and leases are valued at fair value at the date of acquisition.
PCI loans at December 31, 2015 were $950.5 million, representing 4.7 percent of total loans and leases, a decrease of $236.0 million from $1.19 billion at December 31, 2014 reflecting continued loan portfolio runoff.
PCI commercial loans were $593.6 million at December 31, 2015, a decrease of $132.5 million, or 18.2 percent, since December 31, 2014, following a decrease of $55.2 million, or 7.1 percent, between December 31, 2014 and December 31, 2013. The current year reduction in commercial loans reflects runoff in the PCI portfolio offset by the contribution from the CCBT acquisition.
At December 31, 2015, PCI noncommercial loans were $356.9 million, a decrease of $103.5 million, or 22.5 percent, since December 31, 2014. This follows an increase of $212.3 million, or 85.5 percent, between December 31, 2014 and December 31, 2013. The current year decrease results from runoff in the PCI portfolio, offset by the contribution from the CCBT acquisition. The growth in the prior year reflects the Bancorporation contribution and acquired 1st Financial commercial loans, offset by runoff.
Non-PCI Loans and Leases
The non-PCI portfolio includes loans that management has the intent and ability to hold and is reported at the principal balance
outstanding, net of deferred loan fees and costs. Non-PCI loans include originated loans, purchased non-impaired loans, purchased leases and certain purchased revolving credit. For purchased non-impaired loans to be included as non-PCI, it must be determined that the loans do not have a discount at least in part due to credit quality at the time of acquisition. Purchased non-impaired loans are initially recorded at their fair value at the date of acquisition.
Non-PCI loans at December 31, 2015 were $19.29 billion, an increase of $1.71 billion from $17.58 billion at December 31, 2014. Non-PCI loans represented 95.3 percent and 93.7 percent of total loans and leases at December 31, 2015 and December 31, 2014, respectively.
The non-PCI commercial loan portfolio is composed of Commercial Mortgage, Commercial and Industrial, Construction and Land Development, Lease Financing, Other Commercial Real Estate and Other Commercial loans. Non-PCI commercial loans were $12.63 billion at December 31, 2015, an increase of $1.42 billion, or 12.7 percent, compared to December 31, 2014 resulting from continued loan growth. This follows an increase of $2.71 billion, or 31.8 percent, between December 31, 2014 and December 31, 2013 primarily due to the Bancorporation merger and originated loan growth.
Non-PCI commercial mortgage loans were $8.27 billion at December 31, 2015. The December 31, 2015 balance increased $721.6 million, or 9.6 percent, since December 31, 2014, following an increase of $1.19 billion, or 18.7 percent, between December 31, 2014 and December 31, 2013. We attribute the growth in 2015 to improving confidence among small business customers and our revenue generating initiatives.
Non-PCI commercial and industrial loans were $2.37 billion at December 31, 2015, an increase of $380.0 million, or 19.1 percent, since December 31, 2014, following an increase of $907.8 million, or 84.0 percent, between December 31, 2014 and December 31, 2013. We observed improved demand for commercial and industrial lending during 2015, which we attribute to our continued focus on small business customers, particularly among medical, dental or other professional customers.
The non-PCI noncommercial loan portfolio is composed of Residential Mortgage, Revolving Mortgage, Consumer and Construction and Land Development loans. Non-PCI noncommercial loans were $6.66 billion at December 31, 2015, an increase of $281.7 million, or 4.4 percent, compared to December 31, 2014. This follows an increase of $2.77 billion, or 76.9 percent between December 31, 2014 and December 31, 2013 primarily due to the Bancorporation merger and originated loan growth.
At December 31, 2015, residential mortgage loans were $2.70 billion, an increase of $202.9 million or 8.1 percent since December 31, 2014, following an increase of $1.51 billion, or 153.8 percent, between December 31, 2014 and December 31, 2013. The 2015 increase reflects originated loan growth. While the majority of residential mortgage loans originated in 2015 were sold to investors, other loans, including affordable housing loans, medical mortgage loans and certain construction loans, were originated based on our intent to retain them in the loan portfolio.
At December 31, 2015, revolving mortgage loans were $2.52 billion, decreasing $38.7 million, or 1.5 percent since December 31, 2014, following an increase of $448.5 million, or 21.2 percent, between December 31, 2014 and December 31, 2013. The decrease in 2015 was primarily due to competitive loan pricing. The increase in 2014 was primarily due to the Bancorporation merger.
At December 31, 2015, consumer loans were $1.22 billion, an increase of $102.4 million, or 9.2 percent, compared to December 31, 2014, following an increase of $731.0 million, or 189.2 percent, between December 31, 2014 and December 31, 2013. The 2015 growth primarily reflects increases in indirect auto lending and our credit card portfolio. The increase in 2014 was primarily due to the Bancorporation merger.
Management believes 2015 organic loan growth resulted from improved economic conditions and revenue growth initiatives. Revenue growth initiatives contributed approximately $825.0 million to loan growth in 2015. Management has maintained sound underwriting standards across all loan products while achieving this growth. Continued originated loan growth in 2016 will be dependent on overall economic conditions and will continue to be impacted by intense competition for loans and other external factors. Loan growth projections are subject to change due to further economic deterioration or improvement and other external factors.
Table 13
LOANS AND LEASES
|
| | | | | | | | | | | | | | | | | | | |
| December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
Non-PCI loans and leases(1): | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | $ | 620,352 |
| | $ | 493,133 |
| | $ | 319,847 |
| | $ | 309,190 |
| | $ | 381,163 |
|
Commercial mortgage | 8,274,548 |
| | 7,552,948 |
| | 6,362,490 |
| | 6,029,435 |
| | 5,850,245 |
|
Other commercial real estate | 321,021 |
| | 244,875 |
| | 178,754 |
| | 160,980 |
| | 144,771 |
|
Commercial and industrial | 2,368,958 |
| | 1,988,934 |
| | 1,081,158 |
| | 1,038,530 |
| | 1,019,155 |
|
Lease financing | 730,778 |
| | 571,916 |
| | 381,763 |
| | 330,679 |
| | 312,869 |
|
Other | 314,832 |
| | 353,833 |
| | 175,336 |
| | 125,681 |
| | 158,369 |
|
Total commercial loans | 12,630,489 |
| | 11,205,639 |
| | 8,499,348 |
| | 7,994,495 |
| | 7,866,572 |
|
Noncommercial: | | | | | | | | | |
Residential mortgage | 2,695,985 |
| | 2,493,058 |
| | 982,421 |
| | 822,889 |
| | 784,118 |
|
Revolving mortgage | 2,523,106 |
| | 2,561,800 |
| | 2,113,285 |
| | 2,210,133 |
| | 2,296,306 |
|
Construction and land development | 220,073 |
| | 205,016 |
| | 122,792 |
| | 131,992 |
| | 137,271 |
|
Consumer | 1,219,821 |
| | 1,117,454 |
| | 386,452 |
| | 416,606 |
| | 497,370 |
|
Total noncommercial loans | 6,658,985 |
| | 6,377,328 |
| | 3,604,950 |
| | 3,581,620 |
| | 3,715,065 |
|
Total non-PCI loans and leases | $ | 19,289,474 |
| | $ | 17,582,967 |
| | $ | 12,104,298 |
| | $ | 11,576,115 |
| | $ | 11,581,637 |
|
PCI loans: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | $ | 33,880 |
| | $ | 78,079 |
| | $ | 78,915 |
| | $ | 237,906 |
| | $ | 338,873 |
|
Commercial mortgage | 525,468 |
| | 577,518 |
| | 642,891 |
| | 1,054,473 |
| | 1,260,589 |
|
Other commercial real estate | 17,076 |
| | 40,193 |
| | 41,381 |
| | 107,119 |
| | 158,394 |
|
Commercial and industrial | 15,182 |
| | 27,254 |
| | 17,254 |
| | 49,463 |
| | 113,442 |
|
Lease financing | — |
| | — |
| | — |
| | — |
| | 57 |
|
Other | 2,008 |
| | 3,079 |
| | 866 |
| | 1,074 |
| | 1,330 |
|
Total commercial loans | 593,614 |
| | 726,123 |
| | 781,307 |
| | 1,450,035 |
| | 1,872,685 |
|
Noncommercial: | | | | | | | | | |
Residential mortgage | 302,158 |
| | 382,340 |
| | 213,851 |
| | 297,926 |
| | 327,568 |
|
Revolving mortgage | 52,471 |
| | 74,109 |
| | 30,834 |
| | 38,710 |
| | 51,552 |
|
Construction and land development | — |
| | 912 |
| | 2,583 |
| | 20,793 |
| | 105,536 |
|
Consumer | 2,273 |
| | 3,014 |
| | 851 |
| | 1,771 |
| | 4,811 |
|
Total noncommercial loans | 356,902 |
| | 460,375 |
| | 248,119 |
| | 359,200 |
| | 489,467 |
|
Total PCI loans | 950,516 |
| | 1,186,498 |
| | 1,029,426 |
| | 1,809,235 |
| | 2,362,152 |
|
Total loans and leases | 20,239,990 |
| | 18,769,465 |
| | 13,133,724 |
| | 13,385,350 |
| | 13,943,789 |
|
Less allowance for loan and lease losses | (206,216 | ) | | (204,466 | ) | | (233,394 | ) | | (319,018 | ) | | (270,144 | ) |
Net loans and leases | $ | 20,033,774 |
| | $ | 18,564,999 |
| | $ | 12,900,330 |
| | $ | 13,066,332 |
| | $ | 13,673,645 |
|
(1) Non-PCI loans include originated and purchased non-impaired loans, including non-accrual and TDR loans. |
| | | | | | | | | | | | | | | | | | | |
| December 31 |
(Dollars in thousands) | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Non-PCI loans and leases: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | $ | 757,854 |
| | $ | 669,215 |
| | $ | 649,157 |
| | $ | 620,352 |
| | $ | 493,133 |
|
Commercial mortgage | 10,717,234 |
| | 9,729,022 |
| | 9,026,220 |
| | 8,274,548 |
| | 7,552,948 |
|
Other commercial real estate | 426,985 |
| | 473,433 |
| | 351,291 |
| | 321,021 |
| | 244,875 |
|
Commercial and industrial and leases | 3,938,730 |
| | 3,625,208 |
| | 3,393,771 |
| | 3,099,736 |
| | 2,560,850 |
|
Other | 296,424 |
| | 302,176 |
| | 340,264 |
| | 314,832 |
| | 353,833 |
|
Total commercial loans | 16,137,227 |
| | 14,799,054 |
| | 13,760,703 |
| | 12,630,489 |
| | 11,205,639 |
|
Noncommercial: | | | | | | | | | |
Residential mortgage | 4,265,687 |
| | 3,523,786 |
| | 2,889,124 |
| | 2,695,985 |
| | 2,493,058 |
|
Revolving mortgage | 2,542,975 |
| | 2,701,525 |
| | 2,601,344 |
| | 2,523,106 |
| | 2,561,800 |
|
Construction and land development | 257,030 |
| | 248,289 |
| | 231,400 |
| | 220,073 |
| | 205,016 |
|
Consumer | 1,713,781 |
| | 1,561,173 |
| | 1,446,138 |
| | 1,219,821 |
| | 1,117,454 |
|
Total noncommercial loans | 8,779,473 |
| | 8,034,773 |
| | 7,168,006 |
| | 6,658,985 |
| | 6,377,328 |
|
Total non-PCI loans and leases | $ | 24,916,700 |
| | $ | 22,833,827 |
| | $ | 20,928,709 |
| | $ | 19,289,474 |
| | $ | 17,582,967 |
|
PCI loans: | | | | | | | | | |
Total PCI loans | $ | 606,576 |
| | $ | 762,998 |
| | $ | 809,169 |
| | $ | 950,516 |
| | $ | 1,186,498 |
|
Total loans and leases | 25,523,276 |
| | 23,596,825 |
| | 21,737,878 |
| | 20,239,990 |
| | 18,769,465 |
|
Less allowance for loan and lease losses | (223,712 | ) | | (221,893 | ) | | (218,795 | ) | | (206,216 | ) | | (204,466 | ) |
Net loans and leases | $ | 25,299,564 |
| | $ | 23,374,932 |
| | $ | 21,519,083 |
| | $ | 20,033,774 |
| | $ | 18,564,999 |
|
Allowance for loan and lease losses (ALLL)
During 2018, BancShares transitioned to a dual risk credit grading process. Significant loan growth both organically and through acquisitions, prompted the need to enhance the credit grading process and provide additional granularity in assessing credit risks. This transition allowed us to enhance our ALLL methodology. Specifically, we updated the credit quality indicators used in the ALLL estimation to aggregate credit quality by borrower classification code and added a facility risk rating that provides additional granularity of risks by collateral type. This change in estimate resulted in an immaterial impact to the financial statements.
The ALLL was $206.2$223.7 million at December 31, 2015,2018, representing an increase of $1.8 million and a decrease of $27.2 million since December 31, 20142017, following an increase of $3.1 million between December 31, 2016 and December 31, 2013, respectively.2017. The ALLL as a percentage of total loans was 1.020.88 percent at December 31, 2015,2018, compared to 1.090.94 percent and 1.781.01 percent at December 31, 20142017 and December 31, 2013,2016, respectively.
The decline in the ALLL ratio was due to credit quality improvements in the non-PCI portfolio and the continued runoff in the PCI loan portfolio. Additionally, the decline between 2014 and 2013 was primarily due to the Bancorporation merger where the acquired loan portfolio was recorded at fair market value at acquisition date, thus replacing the historical allowance with a fair value discount.
At December 31, 2015,2018, the ALLL allocated to non-PCI loans and leases was $189.9$214.6 million, or 0.980.86 percent of non-PCI loans and leases, compared to $182.8$211.9 million, or 1.040.93 percent, at December 31, 2014,2017, and $179.9$205.0 million, or 1.490.98 percent, at December 31, 2013.
The increase in reserves was primarily attributable to originated loan growth offset by lower reserves needed due to credit quality improvements. Credit quality improvements are the primary driver of the decline in the ALLL ratio resulting in lower reserve rates applied to loans in the ALLL calculation.
Several credit quality indicators for the non-PCI loan portfolio improved during 2015 which impacted the ALLL calculation. In the commercial non-PCI loan portfolio, credit quality improvements included sustained low net charge-off ratios, lower loan defaults and migration of loans with higher credit risk ratings to lower ratings. The noncommercial non-PCI loan portfolio also experienced low net charge-off trends as well as improved delinquency trends. Additionally, impaired non-PCI loan reserves of $8.5 million were released in 2015 due to improved cash flow, higher collateral values for impaired loans and refinements made to discounted cash flow rate assumptions based on actual historical experience. In accordance with our allowance methodology, reserve factors related to the qualitative component of the ALLL were updated in 2015 resulting in a release of approximately $4.8 million of reserves.2016.
The ALLL allocated to originated non-PCIas a percentage of Non-PCI loans and leases was 1.14 percent of originated non-PCI loans and leases at December 31, 2015, compared2018 and 2017 decreased due to 1.33 percentimprovements in certain loan loss factors and 1.49 percent at December 31, 2014 and December 31, 2013, respectively. The decline in the allowance ratio was related tostrong credit improvement in the originated non-PCI loan portfolio and the continued low net charge-off trends discussed above. Originated non-PCI loans were $16.60 billion, $13.72 billion, and $12.10 billion at December 31, 2015, December 31, 2014 and December 31, 2013, respectively, and do not include purchased revolving, purchased non-PCI loans or PCI loans.quality.
The remaining ALLL of $16.3is allocated to PCI loans and totaled $9.1 million, foror 1.51 percent of PCI loans, at December 31, 2015 results from post-acquisition deterioration in credit quality for PCI loans.2018 compared to $10.0 million, or 1.31 percent, at December 31, 2017, and $13.8 million, or 1.70 percent, at December 31, 2016. The ALLL for PCI loans was $21.6 million at December 31, 2014, and $53.5 million at December 31, 2013. The ALLL for PCI loans has decreased from both periods primarily due to reversals of previously recorded credit-changes in projected cash flows, lower estimated default rates and timing-related impairment and charge-offs, as well as continued portfolio runoff. The continued decline in 2015 was partially offset by the $3.9 million reclassification between accretable yield and ALLL as previously discussed.run-off.
BancShares recorded a $20.7$28.5 million net provision expense for loan and lease losses during 2015,2018, compared to net provision expense of $640 thousand for 2014 and a net provision credit of $32.3$25.7 million for 2013.2017 and $32.9 million for 2016. The increase in provision expense in 2018 was due primarily to originated non-PCI loan growthdriven by increased net charge offs mainly within consumer credit cards and lower impairment reversalschanges in the PCI loan portfolio.provision, partially offset by credit quality improvements and decreased reserve rates.
Provision expense on non-PCI loans and leases was $22.9$29.2 million during 2015,2018, compared to $15.3$29.1 million and $19.3$34.9 million in 20142017 and 2013,2016, respectively. Provision expense on non-PCI loans and leases remained relatively stable in 2018 when compared to 2017. The increasedecrease in provision expense duringin 2017 compared to 2016 was primarily the current year primarily resulted from originatedresult of lower reserves on impaired loans and low loan growth and, to a lesser extent, higher net charge-offs.loss rates. Net charge-offs on non-PCI loans and leases were $15.9$26.5 million, $12.3$22.3 million and $25.8$19.7 million for 2015, 2014,2018, 2017 and 2013,2016, respectively. On an annualized basis, net charge-offs of non-PCI loans and leases represented 0.090.11 percent of average non-PCI loans and leases during 2015,2018, compared to 0.090.10 percent during 20142017 and 0.22 percent during 2013.2016.
The PCI loan portfolio net provision credit was $2.3 million$765 thousand during the year ended December 31, 2015,2018, compared to a net provision creditcredits of $14.6$3.4 million and $51.5$1.9 million during the same periods of 20142017 and 2013,2016, respectively. The loweryear over year decrease in net provision credit was primarily attributable to prior period benefits realized as a result of a change in the continued declineconstant default and prepayment methodology, which yielded a larger net credit in this portfolio. The decline in provision during 2015 was offset by the $3.9 million reclassification between accretable yield and the ALLL as previously discussed.2017 when compared to 2018. Net charge-offs on PCI loans were $3.0 million$117 thousand during 2015,2018, compared to $17.3 million$296 thousand and $34.9 million$614 thousand for the same periods of 20142017 and 2013,2016, respectively. Net charge-offs of PCI loans represented 0.270.02 percent, 1.440.04 percent and 2.490.07 percent of average PCI loans for 2015, 2014,2018, 2017 and 2013,2016, respectively. PCI loan net charge-offs declined from 2014 in most loan classes, with significant reductions noted in commercial mortgage, commercial and industrial and construction and land development loans.
Management considers the ALLL adequate to absorb estimated probableinherent losses that relate to loans and leases outstanding at December 31, 2015,2018, although future additionsadjustments may be necessary based on changes in economic conditions and other factors. In addition, various regulatory agencies periodically review the ALLL as an integral part of their examinationexam process, periodically review the ALLL. Such agencies may requirewhich could result in adjustments to the ALLL based on information available to them at the time of their examination. See "Critical Accounting Policies" and Note A in the Notes to Consolidated Financial Statements for discussion of our accounting policies for the ALLL.
Table 14 provides details of the ALLL and provision components by loan class for the past five years.Table 17 details the allocation of the ALLL among the various loan types.
Table 14
ALLOWANCE FOR LOAN AND LEASE LOSSES
|
| | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
Allowance for loan and lease losses at beginning of period | $ | 204,466 |
| | $ | 233,394 |
| | $ | 319,018 |
| | $ | 270,144 |
| | $ | 227,765 |
|
Reclassification (1) | — |
| | — |
| | 7,368 |
| | — |
| | — |
|
Non-PCI provision for loan and lease losses: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | 4,773 |
| | 1,735 |
| | 2,809 |
| | 9,665 |
| | 5,926 |
|
Commercial mortgage | (15,822 | ) | | (16,746 | ) | | (4,485 | ) | | 18,198 |
| | 8,744 |
|
Other commercial real estate | 1,569 |
| | (401 | ) | | (32 | ) | | 130 |
| | (30 | ) |
Commercial and industrial | 17,432 |
| | 10,441 |
| | 4,333 |
| | (4,982 | ) | | 4,488 |
|
Lease financing | 1,602 |
| | (473 | ) | | 1,646 |
| | 498 |
| | 350 |
|
Other | (1,420 | ) | | 3,007 |
| | 308 |
| | (116 | ) | | (71 | ) |
Total commercial loans | 8,134 |
| | (2,437 | ) | | 4,579 |
| | 23,393 |
| | 19,407 |
|
Noncommercial: | | | | | | | | | |
Residential mortgage | 4,202 |
| | 1,219 |
| | 2,786 |
| | (782 | ) | | 6,447 |
|
Revolving mortgage | (927 | ) | | 6,301 |
| | 6,296 |
| | 8,783 |
| | 22,316 |
|
Construction and land development | 541 |
| | 245 |
| | (379 | ) | | 1,161 |
| | 2,104 |
|
Consumer | 10,987 |
| | 9,932 |
| | 6,085 |
| | 7,763 |
| | 7,266 |
|
Nonspecific | — |
| | — |
| | (78 | ) | | 1,728 |
| | 259 |
|
Total noncommercial loans | 14,803 |
| | 17,697 |
| | 14,710 |
| | 18,653 |
| | 38,392 |
|
Total non-PCI provision | 22,937 |
| | 15,260 |
| | 19,289 |
| | 42,046 |
| | 57,799 |
|
PCI provision for loan losses | (2,273 | ) | | (14,620 | ) | | (51,544 | ) | | 100,839 |
| | 174,478 |
|
Non-PCI Charge-offs: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | (1,012 | ) | | (316 | ) | | (4,685 | ) | | (9,546 | ) | | (11,189 | ) |
Commercial mortgage | (1,498 | ) | | (1,147 | ) | | (3,904 | ) | | (7,081 | ) | | (6,975 | ) |
Other commercial real estate | (178 | ) | | — |
| | (312 | ) | | (254 | ) | | (24 | ) |
Commercial and industrial | (5,952 | ) | | (3,014 | ) | | (4,785 | ) | | (5,472 | ) | | (5,879 | ) |
Lease financing | (402 | ) | | (100 | ) | | (272 | ) | | (361 | ) | | (579 | ) |
Other | — |
| | (13 | ) | | (6 | ) | | (28 | ) | | (89 | ) |
Total commercial loans | (9,042 | ) | | (4,590 | ) | | (13,964 | ) | | (22,742 | ) | | (24,735 | ) |
Noncommercial: | | | | | | | | | |
Residential mortgage | (1,619 | ) | | (1,260 | ) | | (2,387 | ) | | (4,790 | ) | | (5,566 | ) |
Revolving mortgage | (2,925 | ) | | (4,744 | ) | | (6,064 | ) | | (11,341 | ) | | (13,940 | ) |
Construction and land development | (22 | ) | | (118 | ) | | (392 | ) | | (1,047 | ) | | (2,617 | ) |
Consumer | (11,696 | ) | | (9,787 | ) | | (10,311 | ) | | (10,288 | ) | | (12,429 | ) |
Total noncommercial loans | (16,262 | ) | | (15,909 | ) | | (19,154 | ) | | (27,466 | ) | | (34,552 | ) |
Total non-PCI charge-offs | (25,304 | ) | | (20,499 | ) | | (33,118 | ) | | (50,208 | ) | | (59,287 | ) |
Non-PCI Recoveries: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | 566 |
| | 207 |
| | 1,039 |
| | 445 |
| | 218 |
|
Commercial mortgage | 2,027 |
| | 2,825 |
| | 996 |
| | 1,626 |
| | 945 |
|
Other commercial real estate | 45 |
| | 124 |
| | 109 |
| | 14 |
| | 23 |
|
Commercial and industrial | 909 |
| | 938 |
| | 1,213 |
| | 781 |
| | 1,025 |
|
Lease financing | 38 |
| | 110 |
| | 107 |
| | 96 |
| | 133 |
|
Other | 91 |
| | — |
| | 1 |
| | 4 |
| | 2 |
|
Total commercial loans | 3,676 |
| | 4,204 |
| | 3,465 |
| | 2,966 |
| | 2,346 |
|
Noncommercial: | | | | | | | | | |
Residential mortgage | 861 |
| | 191 |
| | 559 |
| | 529 |
| | 989 |
|
Revolving mortgage | 1,173 |
| | 854 |
| | 660 |
| | 698 |
| | 653 |
|
Construction and land development | 74 |
| | 84 |
| | 209 |
| | 180 |
| | 189 |
|
Consumer | 3,650 |
| | 2,869 |
| | 2,396 |
| | 1,952 |
| | 1,677 |
|
Total noncommercial loans | 5,758 |
| | 3,998 |
| | 3,824 |
| | 3,359 |
| | 3,508 |
|
Total non-PCI recoveries | 9,434 |
| | 8,202 |
| | 7,289 |
| | 6,325 |
| | 5,854 |
|
Non-PCI loans and leases charged off, net | (15,870 | ) | | (12,297 | ) | | (25,829 | ) | | (43,883 | ) | | (53,433 | ) |
PCI loans charged off, net | (3,044 | ) | | (17,271 | ) | | (34,908 | ) | | (50,128 | ) | | (136,465 | ) |
Allowance for loan and lease losses at end of period | $ | 206,216 |
| | $ | 204,466 |
| | $ | 233,394 |
| | $ | 319,018 |
| | $ | 270,144 |
|
Reserve for unfunded commitments (1) | $ | 379 |
| | $ | 333 |
| | $ | 357 |
| | $ | 7,692 |
| | $ | 7,789 |
|
(1) During 2013, BancShares modified the ALLL model and the methodology for estimating losses on unfunded commitments. As a result of these modifications, $7.4 million of the balance previously reported as a reserve of unfunded commitments was reclassified to the ALLL. |
| | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Allowance for loan and lease losses at beginning of period | $ | 221,893 |
| | $ | 218,795 |
| | $ | 206,216 |
| | $ | 204,466 |
| | $ | 233,394 |
|
Non-PCI provision for loan and lease losses | 29,232 |
| | 29,139 |
| | 34,870 |
| | 22,937 |
| | 15,260 |
|
PCI provision (credit) for loan losses | (765 | ) | | (3,447 | ) | | (1,929 | ) | | (2,273 | ) | | (14,620 | ) |
Non-PCI Charge-offs: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | (44 | ) | | (599 | ) | | (680 | ) | | (1,012 | ) | | (316 | ) |
Commercial mortgage | (1,140 | ) | | (421 | ) | | (987 | ) | | (1,498 | ) | | (1,147 | ) |
Other commercial real estate | (69 | ) | | (5 | ) | | — |
| | (178 | ) | | — |
|
Commercial and industrial and leases | (10,211 | ) | | (11,921 | ) | | (9,455 | ) | | (6,354 | ) | | (3,114 | ) |
Other | (130 | ) | | (912 | ) | | (144 | ) | | — |
| | (13 | ) |
Total commercial loans | (11,594 | ) | | (13,858 | ) | | (11,266 | ) | | (9,042 | ) | | (4,590 | ) |
Noncommercial: | | | | | | | | | |
Residential mortgage | (1,689 | ) | | (1,376 | ) | | (926 | ) | | (1,619 | ) | | (1,260 | ) |
Revolving mortgage | (3,235 | ) | | (2,368 | ) | | (3,287 | ) | | (2,925 | ) | | (4,744 | ) |
Construction and land development | (219 | ) | | — |
| | — |
| | (22 | ) | | (118 | ) |
Consumer | (22,817 | ) | | (18,784 | ) | | (14,108 | ) | | (11,696 | ) | | (9,787 | ) |
Total noncommercial loans | (27,960 | ) | | (22,528 | ) | | (18,321 | ) | | (16,262 | ) | | (15,909 | ) |
Total non-PCI charge-offs | (39,554 | ) | | (36,386 | ) | | (29,587 | ) | | (25,304 | ) | | (20,499 | ) |
Non-PCI Recoveries: | | | | | | | | | |
Commercial: | | | | | | | | | |
Construction and land development | 311 |
| | 521 |
| | 398 |
| | 566 |
| | 207 |
|
Commercial mortgage | 1,076 |
| | 2,842 |
| | 1,281 |
| | 2,027 |
| | 2,825 |
|
Other commercial real estate | 150 |
| | 27 |
| | 176 |
| | 45 |
| | 124 |
|
Commercial and industrial and leases | 3,496 |
| | 3,989 |
| | 1,729 |
| | 947 |
| | 1,048 |
|
Other | 489 |
| | 285 |
| | 539 |
| | 91 |
| | — |
|
Total commercial loans | 5,522 |
| | 7,664 |
| | 4,123 |
| | 3,676 |
| | 4,204 |
|
Noncommercial: | | | | | | | | | |
Residential mortgage | 558 |
| | 539 |
| | 467 |
| | 861 |
| | 191 |
|
Revolving mortgage | 1,549 |
| | 1,282 |
| | 916 |
| | 1,173 |
| | 854 |
|
Construction and land development | 127 |
| | — |
| | 66 |
| | 74 |
| | 84 |
|
Consumer | 5,267 |
| | 4,603 |
| | 4,267 |
| | 3,650 |
| | 2,869 |
|
Total noncommercial loans | 7,501 |
| | 6,424 |
| | 5,716 |
| | 5,758 |
| | 3,998 |
|
Total non-PCI recoveries | 13,023 |
| | 14,088 |
| | 9,839 |
| | 9,434 |
| | 8,202 |
|
Non-PCI loans and leases charged-off, net | (26,531 | ) | | (22,298 | ) | | (19,748 | ) | | (15,870 | ) | | (12,297 | ) |
PCI loans charged-off, net | (117 | ) | | (296 | ) | | (614 | ) | | (3,044 | ) | | (17,271 | ) |
Allowance for loan and lease losses at end of period | $ | 223,712 |
| | $ | 221,893 |
| | $ | 218,795 |
| | $ | 206,216 |
| | $ | 204,466 |
|
Reserve for unfunded commitments | $ | 1,107 |
| | $ | 1,032 |
| | $ | 1,133 |
| | $ | 379 |
| | $ | 333 |
|
The provision expense for commercial construction and land development non-PCI loans was $4.8 million for the year ended December 31, 2015, compared to provision expense of $1.7 million for the same period of 2014. The increase in provision expense was primarily due to higher loan growth in 2015 compared to the prior year.
Commercial mortgage non-PCI loans had a net provision credit of $15.8 million in 2015, compared to a net provision credit of $16.7 million in 2014. The net provision credit in both years was primarily the result of improvements in credit risk ratings and lower loan defaults.
The provision expense for other commercial real estate non-PCI loans was $1.6 million in 2015, compared to a net provision credit of $401 thousand in 2014. The increase in provision expense was due to higher loan growth and loan defaults in the current year.
The provision expense for commercial and industrial non-PCI loans was $17.4 million for the year ended December 31, 2015 compared to $10.4 million for the year ended December 31, 2014. The increase was primarily due to higher loan growth in the current year compared to the prior year.
The provision expense for lease financing non-PCI loans was $1.6 million for the year ended December 31, 2015 compared to a net provision credit of $0.5 million for the year ended December 31, 2014. The increase in provision expense was due to higher loan growth and net charge-offs compared to the prior year. The prior year net provision credit resulted from improved credit quality trends, similar to the improvements previously discussed.
The other non-PCI loan class had a net provision credit of $1.4 million for the year ended December 31, 2015, compared to provision expense of $3.0 million for the year ended December 31, 2014. The net provision credit in 2015 was primarily the result of the reversal of previously identified impairment on individually impaired loans.
Provision expense for residential mortgage non-PCI loans was $4.2 million in 2015, compared to $1.2 million in 2014. The increase in provision expense was due to higher loan growth in the current year.
Revolving mortgage non-PCI loans had a net provision credit of $927 thousand in 2015, compared to net provision expense of $6.3 million in 2014. Lower reserves on individually impaired loans and credit quality improvements as previously discussed were the primary drivers of the decline in provision expense.
Table 15 provides trends of the ALLL ratios for the past five years.
Table 15
ALLOWANCE FOR LOAN AND LEASE LOSSES RATIOS
|
| | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
Average loans and leases: | | | | | | | | | |
PCI | $ | 1,112,286 |
| | $ | 1,195,238 |
| | $ | 1,403,341 |
| | $ | 1,991,091 |
| | $ | 2,484,482 |
|
Non-PCI | 18,415,867 |
| | 13,624,888 |
| | 11,760,402 |
| | 11,569,682 |
| | 11,565,971 |
|
Loans and leases at period end: | | | | | | | | | |
PCI | 950,516 |
| | 1,186,498 |
| | 1,029,426 |
| | 1,809,235 |
| | 2,362,152 |
|
Non-PCI | 19,289,474 |
| | 17,582,967 |
| | 12,104,298 |
| | 11,576,115 |
| | 11,581,637 |
|
Allowance for loan and lease losses allocated to loans and leases: | | | | | | | | | |
PCI | $ | 16,312 |
| | $ | 21,629 |
| | $ | 53,520 |
| | $ | 139,972 |
| | $ | 89,261 |
|
Non-PCI | 189,904 |
| | 182,837 |
| | 179,874 |
| | 179,046 |
| | 180,883 |
|
Total | $ | 206,216 |
| | $ | 204,466 |
| | $ | 233,394 |
| | $ | 319,018 |
| | $ | 270,144 |
|
| | | | | | | | | |
Net charge-offs to average loans and leases: | | | | | | | | | |
PCI | 0.27 | % | | 1.44 | % | | 2.49 | % | | 2.52 | % | | 5.49 | % |
Non-PCI | 0.09 |
| | 0.09 |
| | 0.22 |
| | 0.38 |
| | 0.46 |
|
Total | 0.10 |
| | 0.20 |
| | 0.46 |
| | 0.69 |
| | 1.35 |
|
Allowance for loan and lease losses to total loans and leases: | | | | | | | | | |
PCI | 1.72 |
| | 1.82 |
| | 5.20 |
| | 7.74 |
| | 3.78 |
|
Non-PCI | 0.98 |
| | 1.04 |
| | 1.49 |
| | 1.55 |
| | 1.56 |
|
Total | 1.02 |
| | 1.09 |
| | 1.78 |
| | 2.38 |
| | 1.94 |
|
|
| | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Average loans and leases: | | | | | | | | | |
PCI | $ | 671,128 |
| | $ | 845,030 |
| | $ | 898,706 |
| | $ | 1,112,286 |
| | $ | 1,195,238 |
|
Non-PCI | 23,812,591 |
| | 21,880,635 |
| | 19,998,689 |
| | 18,415,867 |
| | 13,624,888 |
|
Loans and leases at period end: | | | | | | | | | |
PCI | 606,576 |
| | 762,998 |
| | 809,169 |
| | 950,516 |
| | 1,186,498 |
|
Non-PCI | 24,916,700 |
| | 22,833,827 |
| | 20,928,709 |
| | 19,289,474 |
| | 17,582,967 |
|
Allowance for loan and lease losses allocated to loans and leases: | | | | | | | | | |
PCI | 9,144 |
| | 10,026 |
| | 13,769 |
| | 16,312 |
| | 21,629 |
|
Non-PCI | 214,568 |
| | 211,867 |
| | 205,026 |
| | 189,904 |
| | 182,837 |
|
Total | $ | 223,712 |
| | $ | 221,893 |
| | $ | 218,795 |
| | $ | 206,216 |
| | $ | 204,466 |
|
Net charge-offs to average loans and leases: | | | | | | | | | |
PCI | 0.02 | % | | 0.04 | % | | 0.07 | % | | 0.27 | % | | 1.44 | % |
Non-PCI | 0.11 |
| | 0.10 |
| | 0.10 |
| | 0.09 |
| | 0.09 |
|
Total | 0.11 |
| | 0.10 |
| | 0.10 |
| | 0.10 |
| | 0.20 |
|
Allowance for loan and lease losses to total loans and leases: | | | | | | | | | |
PCI | 1.51 |
| | 1.31 |
| | 1.70 |
| | 1.72 |
| | 1.82 |
|
Non-PCI | 0.86 |
| | 0.93 |
| | 0.98 |
| | 0.98 |
| | 1.04 |
|
Total | 0.88 |
| | 0.94 |
| | 1.01 |
| | 1.02 |
| | 1.09 |
|
The ALLL as a percentage of total loans at December 31, 2015 was 1.02 percent, compared to 1.09 percent and 1.78 percent for December 31, 2014 and December 31, 2013, respectively. The adjusted ALLL (non-GAAP), which includes the ALLL as well as remaining net acquisition fair value adjustments for acquired loans, declined from 2.29 percent of total loans and leases at December 31, 2014 to 1.90 percent of total loans and leases at December 31, 2015. The reduction in the adjusted ALLL resulted primarily from credit quality improvements and continued accretion of acquisition accounting fair value adjustments.
The following non-GAAP reconciliation in Table 16 provides a calculation of the adjusted ALLL and the related adjusted ALLL as a percentage of total loans and leases for the periods presented. Management uses these non-GAAP financial measures to monitor performance and believes this measure provides meaningful information as the remaining unamortized discounts provide coverage for losses similar to the ALLL. Non-GAAP financial measures have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of BancShares' results or financial condition as reported under GAAP.
Table 16
ADJUSTED ALLOWANCE FOR LOAN AND LEASES LOSSES (NON-GAAP)
|
| | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
ALLL on non-PCI loans and leases (GAAP) | $ | 189,904 |
| | $ | 182,837 |
| | $ | 179,874 |
| | $ | 179,046 |
| | $ | 180,883 |
|
Unamortized discount related to non-PCI loans and leases (GAAP) | 41,124 |
| | 61,173 |
| | — |
| | — |
| | — |
|
Adjusted ALLL on non-PCI loans and leases (non-GAAP) | 231,028 |
| | 244,010 |
| | 179,874 |
| | 179,046 |
| | 180,883 |
|
| | | | | | | | | |
ALLL on PCI loans (GAAP) | 16,312 |
| | 21,629 |
| | 53,520 |
| | 139,972 |
| | 89,261 |
|
Unamortized discount related to PCI loans (GAAP) | 137,819 |
| | 164,538 |
| | 157,258 |
| | 314,935 |
| | 688,467 |
|
Adjusted ALLL on PCI loans (non-GAAP) | 154,131 |
| | 186,167 |
| | 210,778 |
| | 454,907 |
| | 777,728 |
|
| | | | | | | | | |
Total ALLL (GAAP) | 206,216 |
| | 204,466 |
| | 233,394 |
| | 319,018 |
| | 270,144 |
|
Net acquisition accounting fair value discounts on loans and leases (GAAP) | 178,943 |
| | 225,711 |
| | 157,258 |
| | 314,935 |
| | 688,467 |
|
Adjusted ALLL (non-GAAP) | 385,159 |
| | 430,177 |
| | 390,652 |
| | 633,953 |
| | 958,611 |
|
| | | | | | | | | |
Adjusted ALLL to total loans and leases (non-GAAP): | | | | | | | | | |
Non-PCI | 1.20 | % | | 1.39 | % | | 1.49 | % | | 1.55 | % | | 1.56 | % |
PCI | 16.22 |
| | 15.69 |
| | 20.48 |
| | 25.14 |
| | 32.92 |
|
Total | 1.90 |
| | 2.29 |
| | 2.97 |
| | 4.74 |
| | 6.87 |
|
Table 17 details the allocation of the ALLL among the various loan types. See Note E in the Notes to Consolidated Financial Statements for additional disclosures regarding the ALLL.
Table 1716
ALLOCATION OF ALLOWANCE FOR LOAN AND LEASE LOSSES
| | | December 31 | | December 31 | |
| 2015 | | 2014 | | 2013 | | 2012 | | 2011 | | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | |
(dollars in thousands) | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | | Allowance for loan and lease losses | | Percent of loans to total loans | |
Allowance for loan and lease losses allocated to: | | | | | | | | | | | |
Non-PCI loans and leases | | | | | | | | | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | | | | | | | | | |
Construction and land development - commercial | $ | 16,288 |
| | 3.1 | % | $ | 11,961 |
| | 2.9 | % | $ | 10,335 |
| | 2.4 | % | $ | 6,031 |
| | 2.3 | % | $ | 5,467 |
| | 2.7 | % | $ | 35,270 |
| | 3.0 | % | $ | 24,470 |
| | 2.8 | % | $ | 28,877 |
| | 3.0 | % | $ | 16,288 |
| | 3.1 | % | $ | 11,961 |
| | 2.9 | % |
Commercial mortgage | 69,896 |
| | 40.8 | | 85,189 |
| | 40.3 | | 100,257 |
| | 48.5 | | 80,229 |
| | 45.0 | | 67,486 |
| | 36.6 | | 43,451 |
| | 42.0 | | 45,005 |
| | 41.2 | | 48,278 |
| | 41.4 | | 69,896 |
| | 40.8 | | 85,189 |
| | 40.3 | |
Other commercial real estate | 2,168 |
| | 1.6 | | 732 |
| | 1.3 | | 1,009 |
| | 1.4 | | 2,059 |
| | 1.2 | | 2,169 |
| | 1.0 | | 2,481 |
| | 1.7 | | 4,571 |
| | 2.0 | | 3,269 |
| | 1.6 | | 2,168 |
| | 1.6 | | 732 |
| | 1.3 | |
Commercial and industrial | 43,116 |
| | 11.7 | | 30,727 |
| | 10.6 | | 22,362 |
| | 8.2 | | 14,050 |
| | 7.8 | | 23,723 |
| | 12.7 | | |
Lease financing | 5,524 |
| | 3.6 | | 4,286 |
| | 3.0 | | 4,749 |
| | 2.9 | | 3,521 |
| | 2.5 | | 3,288 |
| | 2.2 | | |
Commercial and industrial and leases | | 55,620 |
| | 15.3 | | 59,824 |
| | 15.4 | | 56,132 |
| | 15.6 | | 48,640 |
| | 15.3 | | 35,013 |
| | 13.6 | |
Other | 1,855 |
| | 1.6 | | 3,184 |
| | 1.9 | | 190 |
| | 1.3 | | 1,175 |
| | 0.9 | | 1,315 |
| | 1.2 | | 2,221 |
| | 1.2 | | 4,689 |
| | 1.3 | | 3,127 |
| | 1.6 | | 1,855 |
| | 1.6 | | 3,184 |
| | 1.9 | |
Total commercial | 138,847 |
| | 62.4 | | 136,079 |
| | 60.0 | | 138,902 |
| | 64.7 | | 107,065 |
| | 59.7 | | 103,448 |
| | 56.4 | | 139,043 |
| | 63.2 | | 138,559 |
| | 62.7 | | 139,683 |
| | 63.2 | | 138,847 |
| | 62.4 | | 136,079 |
| | 60.0 | |
Noncommercial: | | | | | | | | | | | | | | | | | | | | |
Residential mortgage | 14,105 |
| | 13.3 | | 10,661 |
| | 13.4 | | 10,511 |
| | 7.5 | | 3,836 |
| | 6.1 | | 8,879 |
| | 5.6 | | 15,472 |
| | 16.7 | | 15,706 |
| | 15.0 | | 12,366 |
| | 13.3 | | 14,105 |
| | 13.3 | | 10,661 |
| | 13.4 | |
Revolving mortgage | 15,971 |
| | 12.5 | | 18,650 |
| | 13.7 | | 16,239 |
| | 16.1 | | 25,185 |
| | 16.6 | | 27,045 |
| | 16.5 | | 21,862 |
| | 10.0 | | 22,436 |
| | 11.4 | | 23,094 |
| | 12.0 | | 15,971 |
| | 12.5 | | 18,650 |
| | 13.7 | |
Construction and land development - noncommercial | 1,485 |
| | 1.1 | | 892 |
| | 0.6 | | 681 |
| | 1.0 | | 1,721 |
| | 1.0 | | 1,427 |
| | 1.0 | | 2,350 |
| | 1.0 | | 3,962 |
| | 1.1 | | 1,596 |
| | 1.1 | | 1,485 |
| | 1.1 | | 892 |
| | 0.6 | |
Consumer | 19,496 |
| | 6.0 | | 16,555 |
| | 6.0 | | 13,541 |
| | 2.9 | | 25,389 |
| | 3.1 | | 25,962 |
| | 3.6 | | 35,841 |
| | 6.7 | | 31,204 |
| | 6.6 | | 28,287 |
| | 6.7 | | 19,496 |
| | 6.0 | | 16,555 |
| | 6.0 | |
Total noncommercial | 51,057 |
| | 32.9 | | 46,758 |
| | 33.7 | | 40,972 |
| | 27.5 | | 56,131 |
| | 26.8 | | 63,313 |
| | 26.7 | | 75,525 |
| | 34.4 | | 73,308 |
| | 34.1 | | 65,343 |
| | 33.1 | | 51,057 |
| | 32.9 | | 46,758 |
| | 33.7 | |
Nonspecific(1) | — |
| | — |
| | — |
| | | | 15,850 |
| | | | 14,122 |
| | | |
Total allowance for non-PCI loan and lease losses | 189,904 |
| | 95.3 | | 182,837 |
| | 93.7 | | 179,874 |
| | 92.2 | | 179,046 |
| | 86.5 | | 180,883 |
| | 83.1 | | 214,568 |
| | 97.6 | | 211,867 |
| | 96.8 | | 205,026 |
| | 96.3 | | 189,904 |
| | 95.3 | | 182,837 |
| | 93.7 | |
PCI loans | 16,312 |
| | 4.7 | | 21,629 |
| | 6.3 | | 53,520 |
| | 7.8 | | 139,972 |
| | 13.5 | | 51,248 |
| | 16.9 | | 9,144 |
| | 2.4 | | 10,026 |
| | 3.2 | | 13,769 |
| | 3.7 | | 16,312 |
| | 4.7 | | 21,629 |
| | 6.3 | |
Total allowance for loan and lease losses | $ | 206,216 |
| | 100.0 | % | $ | 204,466 |
| | 100.0 | % | $ | 233,394 |
| | 100.0 | % | $ | 319,018 |
| | 100.0 | % | $ | 232,131 |
| | 100.0 | % | $ | 223,712 |
| | 100.0 | % | $ | 221,893 |
| | 100.0 | % | $ | 218,795 |
| | 100.0 | % | $ | 206,216 |
| | 100.0 | % | $ | 204,466 |
| | 100.0 | % |
(1) During 2013, in connection with modifications to the ALLL model, the balance previously identified as nonspecific was allocated to various loan classes.
NONPERFORMING ASSETS
Nonperforming assets include nonaccrual loans and leases and OREO resulting from both PCI and non-PCI loans. The accrual of interest on non-PCI loans and leases is discontinued when we deem that collection of additional principal or interest is doubtful. Non-PCI loans and leases are generally removed from nonaccrual status when they become current as to both principal and interest and concern no longer exists as to the collectability of principal and interest. Accretion of income for PCI loans is discontinued when we are unable to estimate the amount or timing of cash flows. This designation may be made at acquisition date or subsequent to acquisition date, including at maturity when no formal repayment plan has been established. PCI loans may begin or resume accretion of income if information becomes available that allows us to estimate the amount and timing of future cash flows.
Potential problem loans include loans on nonaccrual status or past due as disclosed in Table 18 and troubled debt restructurings (TDRs) as disclosed in Table 19. In addition, impaired, accruing non-PCI loans less than 90 days past due that have not been restructured as a TDR are closely monitored by management and were $15.5 million atDecember 31, 2015
Table 18 provides details on nonperforming assets and other risk elements.
Table 18
NONPERFORMING ASSETS
|
| | | | | | | | | | | | | | | | | | | |
| December 31 |
(Dollars in thousands, except ratios) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
Nonaccrual loans and leases: | | | | | | | | | |
Non-PCI | $ | 95,854 |
| | $ | 44,005 |
| | $ | 53,170 |
| | $ | 89,845 |
| | $ | 52,741 |
|
PCI | 7,579 |
| | 33,422 |
| | 28,493 |
| | 74,479 |
| | 302,102 |
|
Other real estate | 65,559 |
| | 93,436 |
| | 83,979 |
| | 146,090 |
| | 198,998 |
|
Total nonperforming assets | $ | 168,992 |
| | $ | 170,863 |
| | $ | 165,642 |
| | $ | 310,414 |
| | $ | 553,841 |
|
| | | | | | | | | |
Nonaccrual loans and leases: | | | | | | | | | |
Covered under loss share agreements | $ | 2,992 |
| | $ | 27,020 |
| | $ | 28,493 |
| | $ | 74,479 |
| | $ | 302,102 |
|
Not covered under loss share agreements | 100,441 |
| | 50,407 |
| | 53,170 |
| | 89,845 |
| | 52,741 |
|
Other real estate owned: | | | | | | | | | |
Covered | 6,817 |
| | 22,982 |
| | 47,081 |
| | 102,577 |
| | 148,599 |
|
Noncovered | 58,742 |
| | 70,454 |
| | 36,898 |
| | 43,513 |
| | 50,399 |
|
Total nonperforming assets | $ | 168,992 |
| | $ | 170,863 |
| | $ | 165,642 |
| | $ | 310,414 |
| | $ | 553,841 |
|
| | | | | | | | | |
Loans and leases at December 31: | | | | | | | | | |
Covered | $ | 272,554 |
| | $ | 485,308 |
| | $ | 1,029,426 |
| | $ | 1,809,235 |
| | $ | 2,362,152 |
|
Noncovered | 19,967,436 |
| | 18,284,157 |
| | 12,104,298 |
| | 11,576,115 |
| | 11,581,637 |
|
| | | | | | | | | |
Accruing loans and leases 90 days or more past due | | | | | | | | | |
Non-PCI | 3,315 |
| | 11,250 |
| | 8,784 |
| | 11,272 |
| | 14,840 |
|
PCI | 73,751 |
| | 104,430 |
| | 193,892 |
| | 281,000 |
| | 292,194 |
|
Interest income recognized on nonperforming loans and leases | 3,204 |
| | 1,364 |
| | 2,062 |
| | 10,374 |
| | 8,589 |
|
Interest income that would have been earned on nonperforming loans and leases had they been performing | 9,628 |
| | 6,600 |
| | 18,430 |
| | 27,397 |
| | 23,326 |
|
Ratio of nonperforming assets to total loans, leases, and other real estate owned: | | | | | | | | | |
Covered | 3.51 | % | | 9.84 | % | | 7.02 | % | | 9.26 | % | | 17.95 | % |
Noncovered | 0.79 |
| | 0.66 |
| | 0.74 |
| | 1.15 |
| | 0.89 |
|
Total | 0.83 |
| | 0.91 |
| | 1.25 |
| | 2.29 |
| | 3.92 |
|
For the year, nonperformingNonperforming assets decreased by $1.9 million, or 1.1 percent, compared to December 31, 2014 and increased by $3.4 million, or 2.02 percent, compared to December 31, 2013. At December 31, 2015, BancShares’ nonperforming assets, includinginclude nonaccrual loans and OREO amounted to $169.0 million,resulting from both non-PCI and PCI loans. Non-PCI loans are generally placed on nonaccrual when principal or 0.83 percent,interest becomes 90 days past due or when it is probable that principal or interest is not fully collectible. When non-PCI loans are placed on nonaccrual, all previously uncollected accrued interest is reversed from interest income and the ongoing accrual of totalinterest is discontinued. Non-PCI loans and leases plus OREO, comparedare generally removed from nonaccrual status when they become current for a sustained period of time as to $170.9 million, or 0.91 percent, at December 31, 2014both principal and $165.6 million, or 1.25 percent, at December 31, 2013.
The decline in nonperforming assets from December 31, 2014 results from a $27.9 million decline in OREO dueinterest and there is no longer concern as to problem asset resolutionsthe collectability of principal and a $25.8 million decline in nonaccrualinterest. Accretion of income for PCI loans from December 31, 2014 dueis discontinued when we are unable to resolutionsestimate the amount or timing of impaired loans. These reductions were offset by a $51.8 million increase in nonaccrual non-PCIcash flows. PCI loans may begin or resume accretion of income when information becomes available that allows us to estimate the amount and leases due to an increase in commercial mortgage and residential mortgage loans being placed on nonaccrual status. Additionally, approximately $8.4 milliontiming of residential and revolving mortgage loans were moved to nonaccrual status from past due resulting from system enhancements in the first quarter of 2015. The increase in nonperforming assets between December 31, 2013 and December 31, 2014 primarily resulted from OREO acquired in the Bancorporation merger and an increase in nonaccrual non-PCI loans.future cash flows.
OREO includes foreclosed property and branch facilities that we have closed but not sold. Noncovered OREO was $58.7 million at December 31, 2015, compared to $70.5 million at December 31, 2014, and $36.9 million at December 31, 2013. The $11.7 million decrease from December 31, 2014 was primarily due to sales outpacing new additions, while the $33.6 million increase between December 31, 2014 and December 31, 2013 primarily resulted from OREO acquired in the Bancorporation merger.
Once acquired, netNet book values of OREO are reviewed at least annually to evaluate if write-downs are required. Real estate appraisals are reviewed by the appraisal review department to ensure the quality of the appraised value in the report. The level of review is dependent on the value and type of the collateral, with higher value and more complex properties receiving a more detailed review. 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. The asset manager uses the information gathered from brokers and other market sources to identify any significant changes in the market or the subject property as they occur. Valuations are then adjusted or new appraisals are ordered to ensure the reported values reflect the most current information.
Since OREO is carried at the lower of cost or market value, less estimated selling costs, only when fair values have declined are adjustments recorded. Decisions regarding write-downs are based on factors that include appraisals, previous offers received on the property, market conditions and the number of days the property has been on the market.
Table 17 provides details on nonperforming assets and other risk elements.
Table 17
NONPERFORMING ASSETS
|
| | | | | | | | | | | | | | | | | | | | |
| December 31 | |
(Dollars in thousands, except ratios) | 2018 | | 2017 | | 2016 | | 2015 | | 2014 | |
Nonaccrual loans and leases: | | | | | | | | | | |
Non-PCI | $ | 84,546 |
| | $ | 92,534 |
| | $ | 82,307 |
| | $ | 95,854 |
| | $ | 44,005 |
| |
PCI | 1,276 |
| | 624 |
| | 3,451 |
| | 7,579 |
| | 33,422 |
| |
Other real estate | 48,030 |
| | 51,097 |
| | 61,231 |
| | 65,559 |
| | 93,436 |
| |
Total nonperforming assets | $ | 133,852 |
| | $ | 144,255 |
| | $ | 146,989 |
| | $ | 168,992 |
| | $ | 170,863 |
| |
| | | | | | | | | | |
Loans and leases at December 31: | | | | | | | | | | |
Non-PCI | $ | 24,916,700 |
| | $ | 22,833,827 |
| | $ | 20,928,709 |
| | $ | 19,289,474 |
| | $ | 17,582,967 |
| |
PCI | 606,576 |
| | 762,998 |
| | 809,169 |
| | 950,516 |
| | 1,186,498 |
| |
Total loans and leases | $ | 25,523,276 |
| | $ | 23,596,825 |
| | $ | 21,737,878 |
| | $ | 20,239,990 |
| | $ | 18,769,465 |
| |
| | | | | | | | | | |
Accruing loans and leases 90 days or more past due | | | | | | | | | | |
Non-PCI | $ | 2,888 |
| | $ | 2,978 |
| | $ | 2,718 |
| | $ | 3,315 |
| | $ | 11,250 |
| |
PCI | 37,020 |
| | 58,740 |
| | 65,523 |
| | 73,751 |
| | 104,430 |
| |
| | | | | | | | | | |
Interest income recognized on nonperforming loans and leases | $ | 792 |
| | $ | 843 |
| | $ | 549 |
| | $ | 1,110 |
| | $ | 559 |
| |
Interest income that would have been earned on nonperforming loans and leases had they been performing | 3,677 |
| | 4,013 |
| | 3,904 |
| | 4,324 |
| | 3,907 |
| |
Ratio of total nonperforming assets to total loans, leases, and other real estate owned | 0.52 |
| % | 0.61 |
| % | 0.67 |
| % | 0.83 |
| % | 0.91 |
| % |
At December 31, 2018, BancShares’ nonperforming assets, including nonaccrual loans and OREO, were $133.9 million, or 0.52 percent of total loans and OREO, compared to $144.3 million, or 0.61 percent at December 31, 2017 and $147.0 million, or 0.67 percent at December 31, 2016.
For the year ended 2018, nonperforming assets decreased by $10.4 million, or 7.2 percent, compared to December 31, 2017 primarily due to a decrease in nonaccrual commercial mortgage loans. Nonperforming assets decreased by $2.7 million, or 1.86 percent, between December 31, 2016 and December 31, 2017, as a result of problem asset resolutions.
TROUBLED DEBT RESTRUCTURINGS (TDRs)
In an effortA loan is considered a trouble debt restructuring (TDR) when both of the following occur: (1) a modification to assist customers experiencinga borrower's debt agreement is made and (2) a concession is granted for economic or legal reasons related to a borrower's financial difficulty, we have selectively agreed to modify existing loan terms to provide relief to customers who are experiencing liquidity challenges or other circumstancesdifficulties that otherwise would not be granted. TDR concessions could affect their ability to meet debt obligations. Typical modifications include short-term deferralshort term deferrals of interest, or modificationmodifications of payment terms. The majorityterms, or (in certain limited instances) forgiveness of restructuredprincipal or interest. PCI loans are aggregated into pools based upon common risk characteristics and each pool is accounted for as a single unit and therefore, PCI loans, excluding pooled PCI loans, are classified as TDRs if a modification is made subsequent to customersacquisition. For pooled PCI loans, a subsequent modification that would otherwise meet the definition of a TDR is not reported or accounted for as a TDR as pooled PCI loans are currentlyexcluded from the scope of TDR accounting. We further classify TDRs as performing under existing terms but may be unableand nonperforming. Performing TDRs accrue interest at the time of restructure and continue to do so inperform based on the near future without a modification.restructured terms. Nonperforming TDRs aredo not accruingaccrue interest and are included aswith other nonperforming assets within nonaccrual loans and leases in Table 18. Nonperforming assets listed in Table 18 do not include performing TDRs, which are accruing interest based on the restructured terms.leases. See Note A in the Notes to Consolidated Financial Statements for discussion of our accounting policies for TDRs.
Total PCI and non-PCI loans classified as TDRs as of
At December 31, 20152018, accruing non-PCI TDRs were $144.8$109.0 million, compared to $151.5a decrease of $3.2 million from $112.2 million at December 31, 20142017 and $206.8nonaccruing non-PCI TDRs were $28.9 million, a decrease of $5.0 million from $33.9 million at December 31, 2013. At2017. Both decreases were primarily due to a decrease in the commercial mortgage modifications. This decline was partially offset by an increase in revolving mortgage loan TDRs due to modifications as customers transitioned to the repayment phase and we granted repayment concessions. PCI TDRs continue to decline as a result of loan pay downs and pay offs.
Between December 31, 2015, accruing TDRs were $113.3 million, a decrease of $22.7 million and $62.7 million from December 31, 20142016 and December 31, 2013, respectively. At December 31, 2015, nonaccruing2017, accruing TDRs were $31.5increased $2.9 million, reflecting respective increases of $16.0 million and $746 thousand from December 31, 2014 and December 31, 2013. The increase in nonaccruing TDRs from the prior year was primarily related to a few significant commercial loan relationships restructured and placed on nonaccrual status in the current year, as well as an increase in revolving mortgage loan modifications, partially offset by a decrease in commercial mortgage loan modifications. During the same time period, nonaccruing TDRs increased $10.8 million, primarily due to increases in commercial mortgage, residential mortgage and revolving mortgage TDRs on nonaccrual status.loan modifications.
Table 1918 provides further details on performing and nonperforming TDRs for the last five years.
Table 1918
TROUBLED DEBT RESTRUCTURINGS
| | | December 31 | December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | | 2012 | | 2011 | 2018 | | 2017 | | 2016 | | 2015 | | 2014 |
Accruing TDRs: | | | | | | | | | | | | | | | | | | |
Non-PCI | | $ | 108,992 |
| | $ | 112,228 |
| | $ | 101,462 |
| | $ | 84,065 |
| | $ | 91,316 |
|
PCI | $ | 29,231 |
| | $ | 44,647 |
| | $ | 90,829 |
| | $ | 164,256 |
| | $ | 126,240 |
| 18,101 |
| | 18,163 |
| | 26,068 |
| | 29,231 |
| | 44,647 |
|
Non-PCI | 84,065 |
| | 91,316 |
| | 85,126 |
| | 89,133 |
| | 123,796 |
| |
Total accruing TDRs | $ | 113,296 |
| | $ | 135,963 |
| | $ | 175,955 |
| | $ | 253,389 |
| | $ | 250,036 |
| $ | 127,093 |
| | $ | 130,391 |
| | $ | 127,530 |
| | $ | 113,296 |
| | $ | 135,963 |
|
Nonaccruing TDRs: | | | | | | | | | | | | | | | | | | |
Non-PCI | | 28,918 |
| | 33,898 |
| | 23,085 |
| | 30,127 |
| | 13,291 |
|
PCI | $ | 1,420 |
| | $ | 2,225 |
| | $ | 11,479 |
| | $ | 28,951 |
| | $ | 43,491 |
| 119 |
| | 272 |
| | 301 |
| | 1,420 |
| | 2,225 |
|
Non-PCI | 30,127 |
| | 13,291 |
| | 19,322 |
| | 50,830 |
| | 29,534 |
| |
Total nonaccruing TDRs | $ | 31,547 |
| | $ | 15,516 |
| | $ | 30,801 |
| | $ | 79,781 |
| | $ | 73,025 |
| $ | 29,037 |
| | $ | 34,170 |
| | $ | 23,386 |
| | $ | 31,547 |
| | $ | 15,516 |
|
All TDRs: | | | | | | | | | | | | | | | | | | |
Non-PCI | | 137,910 |
| | 146,126 |
| | 124,547 |
| | 114,192 |
| | 104,607 |
|
PCI | $ | 30,651 |
| | $ | 46,872 |
| | $ | 102,308 |
| | $ | 193,207 |
| | $ | 169,731 |
| 18,220 |
| | 18,435 |
| | 26,369 |
| | 30,651 |
| | 46,872 |
|
Non-PCI | 114,192 |
| | 104,607 |
| | 104,448 |
| | 139,963 |
| | 153,330 |
| |
Total TDRs | $ | 144,843 |
| | $ | 151,479 |
| | $ | 206,756 |
| | $ | 333,170 |
| | $ | 323,061 |
| $ | 156,130 |
| | $ | 164,561 |
| | $ | 150,916 |
| | $ | 144,843 |
| | $ | 151,479 |
|
INTEREST-BEARING LIABILITIES
Interest-bearing liabilities include interest-bearing deposits, short-term borrowings and long-term obligations. Interest-bearing liabilities were $18.96$19.68 billion as ofat December 31, 2015,2018, an increase of $24.9$89.0 million from December 31, 2014,2017, primarily resulting from a $64.5 million increase in interest-bearing deposit accounts and $350.0 million in additional Federal Home Loan Bank borrowings during 2015. These increases were offset by subordinated debt maturities of $199.9 million, maturities of FHLB advances of $80.0 million and a reduction in other short-term borrowings. Average interest-bearing liabilities increased $3.71 billion, or by 24.3 percent, from 2014 to 2015 primarily due to organic growth in interest-bearing deposits of $760.9 million, offset by declines in short-term borrowings and long-term obligations of $671.9 million. Average interest-bearing liabilities decreased $580.6 million, or by 3.0 percent, in 2018 compared to 2017, due to the additionearly extinguishment of
$1.88 billion in money market accounts and $864.0 $745.0 million in time deposits fromFHLB debt in the full year impactfirst quarter of the Bancorporation merger.2018.
DEPOSITSDeposits
At December 31, 2015,2018 and 2017, total deposits were $26.93$30.67 billion and $29.27 billion, respectively, an increase of $1.25 billion, or 4.94.8 percent and 3.9 percent since December 31, 2014.prior periods. The increase for both periods was primarily due primarily to organic growth in noninterest bearing demand checking with interest and savings accounts, offset by runoff in time deposits.deposit accounts. Demand deposits increased by $1.19 billion$645.3 million during 2015,2018, following an increase of $2.84$1.11 billion during 2014. Time2017. Higher rates offered on time deposits decreased by $410.9 million during 2015, followingresulted in an increase of $631.9$357.6 million during 2018, following a decrease of $419.0 million in 2014. Total deposits increased by $7.80 billion, or 43.7 percent, between December 31, 20142017. The HomeBancorp, Capital Commerce and December 31, 2013 primarily as a resultPalmetto Heritage acquisitions also contributed deposit balances of the Bancorporation merger.$445.2 million, $164.5 million and $120.7 million, respectively, during 2018.
Table 2019 provides deposit balances as of December 31, 2015,2018, December 31, 20142017 and December 31, 2013.2016.
Table 2019
DEPOSITS
| | | December 31 | December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Demand | $ | 9,274,470 |
| | $ | 8,086,784 |
| | $ | 5,241,817 |
| $ | 11,882,670 |
| | $ | 11,237,375 |
| | $ | 10,130,549 |
|
Checking with interest | 4,445,353 |
| | 4,091,333 |
| | 2,445,972 |
| 5,338,511 |
| | 5,230,060 |
| | 4,919,727 |
|
Money market accounts | 8,205,705 |
| | 8,264,811 |
| | 6,306,942 |
| |
Money market | | 8,194,818 |
| | 8,059,271 |
| | 8,193,392 |
|
Savings | 1,909,021 |
| | 1,728,504 |
| | 1,004,097 |
| 2,499,750 |
| | 2,340,449 |
| | 2,099,579 |
|
Time | 3,096,206 |
| | 3,507,145 |
| | 2,875,238 |
| 2,756,711 |
| | 2,399,120 |
| | 2,818,096 |
|
Total deposits | $ | 26,930,755 |
| | $ | 25,678,577 |
| | $ | 17,874,066 |
| $ | 30,672,460 |
| | $ | 29,266,275 |
| | $ | 28,161,343 |
|
Due to our focus on maintaining a strong liquidity position, core deposit retention remains a key business objective. We believe that 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.
Table 2120
MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE
| | (Dollars in thousands) | December 31, 2015 | December 31, 2018 |
Time deposits maturing in: | | |
Three months or less | $ | 432,154 |
| $ | 424,013 |
|
Over three months through six months | 209,766 |
| 164,592 |
|
Over six months through 12 months | 330,991 |
| 237,606 |
|
More than 12 months | 292,833 |
| 405,061 |
|
Total | $ | 1,265,744 |
| $ | 1,231,272 |
|
SHORT-TERM BORROWINGS
Short-term Borrowings
At December 31, 2015,2018, short-term borrowings were $594.7$572.3 million compared to $987.2$693.8 million at December 31, 2014.2017. The declinedecrease was primarily due to FHLB borrowing maturities of $80.0$90.0 million, inrepurchase agreement maturity of $30.0 million and subordinated notes payable maturity of $15.0 million. These declines were partially offset by $28.4 million of FHLB borrowings and $199.9 million in subordinated debt. Additionally, master notes declined by $410.3 million while repurchase agreements increased by $297.8 million, resultingacquired from a migration from master notes to repurchase agreements as the master notes product was discontinued during 2015.HomeBancorp.
Table 2221 provides information on short-term borrowings.
Table 2221
SHORT-TERM BORROWINGS
| | | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
(dollars in thousands) | Amount | | Rate | | Amount | | Rate | | Amount | | Rate | Amount | | Weighted average rate | | Amount | | Weighted average rate | | Amount | | Weighted average rate |
Master notes | | | | | | | | | | | | |
At December 31 | $ | — |
| | — | % | | $ | 410,258 |
| | 0.35 | % | | $ | 411,907 |
| | 0.42 | % | |
Average during year | 133,001 |
| | 0.35 |
| | 479,937 |
| | 0.34 |
| | 463,933 |
| | 0.4 |
| |
Maximum month-end balance during year | 417,924 |
| | | | 544,084 |
| | | | 487,126 |
| | | |
Repurchase agreements | | | | | | | | | | | | | | | | | | | | | | |
At December 31 | 592,182 |
| | 0.28 |
| | 294,426 |
| | 0.25 |
| | 96,960 |
| | 0.34 |
| 543,936 |
| | 0.31 |
| | 586,171 |
| | 0.30 |
| | 590,772 |
| | 0.31 |
|
Average during year | 606,357 |
| | 0.24 |
| | 159,696 |
| | 0.22 |
| | 108,612 |
| | 0.29 |
| 555,555 |
| | 0.31 |
| | 649,252 |
| | 0.34 |
| | 721,933 |
| | 0.26 |
|
Maximum month-end balance during year | 747,206 |
| | | | 328,452 |
| | | | 120,167 |
| | | 614,872 |
| | | | 725,711 |
| | | | 779,613 |
| | |
Federal funds purchased | | | | | | | | | | | | | | | | | | | | | | |
At December 31 | 2,551 |
| | 0.12 |
| | 2,551 |
| | 0.12 |
| | 2,551 |
| | 0.13 |
| — |
| | — |
| | 2,551 |
| | 0.12 |
| | 2,551 |
| | 0.12 |
|
Average during year | 2,551 |
| | 0.12 |
| | 2,551 |
| | 0.13 |
| | 2,551 |
| | 0.13 |
| 638 |
| | 2.13 |
| | 2,551 |
| | 0.12 |
| | 2,556 |
| | 0.12 |
|
Maximum month-end balance during year | 2,551 |
| | | | 2,551 |
| | | | 2,551 |
| | | 2,551 |
| | | | 2,551 |
| | | | 2,551 |
| | |
Notes payable to Federal Home Loan Banks | | | | | | | | | | | | | | | | | | | | | | |
At December 31 | — |
| | — |
| | 80,000 |
| | 3.34 |
| | — |
| | — |
| 28,500 |
| | 1.21 - 2.61 |
| | 90,000 |
| | 2.95 - 3.57 |
| | 10,000 |
| | 4.74 |
|
Average during year | 22,192 |
| | 2.61 |
| | 57,507 |
| | 2.77 |
| | 21,329 |
| | 2.60 |
| 45,833 |
| | 1.89 |
| | 70,115 |
| | 3.17 |
| | 4,898 |
| | 2.14 |
|
Maximum month-end balance during year | 80,000 |
| | | | 80,000 |
| | | | 25,000 |
| | | 120,500 |
| | | | 90,000 |
| | | | 10,000 |
| | |
Subordinated notes payable | | | | | | | | | | | | | | | | | | | | | | |
At December 31 | — |
| | — |
| | 199,949 |
| | 5.96 |
| | — |
| | — |
| — |
| | — |
| | 15,000 |
| | 8.00 |
| | — |
| | — |
|
Average during year | 70,193 |
| | 2.34 |
| | 92,179 |
| | 3.22 |
| | — |
| | — |
| 6,250 |
| | 8.00 |
| | 5,014 |
| | 8.00 |
| | — |
| | — |
|
Maximum month-end balance during year | 200,000 |
| | | | 199,949 |
| | | | — |
| | | 15,000 |
| | | | 15,000 |
| | | | — |
| | |
Unamortized purchase accounting adjustments | | | | | | | | | | | | |
At December 31 | | (149 | ) | | — |
| | 85 |
| | — |
| | 164 |
| | — |
|
Average during year | | (131 | ) | | — |
| | 41 |
| | — |
| | 82 |
| | — |
|
Maximum month-end balance during year | | — |
| | | | 140 |
| | | | 257 |
| | |
Long-term obligations
Long-term obligations were $704.2$319.9 million at December 31, 2015, an increase of $352.82018, a decrease from $870.2 million fromat December 31, 20142017, primarily due to the extinguishment of FHLB debt obligations totaling $745.0 million. This decrease was partially offset by additional FHLB borrowings of $350.0$125.0 million, as well as $65.5 million in 2015 to mitigate interest rate riskof long-term debt assumed from long-term fixed-rate loans.HomeBancorp, Capital Commerce, and Palmetto Heritage.
At December 31, 20152018 and December 31, 2014, long-term obligations included $132.52017, $122.2 million and $120.1 million, respectively, in junior subordinated debentures representing obligations to FCB/NC Capital Trust III, FCB/SC Capital Trust II, and SCB Capital Trust I, and CCBI Capital Trust I (2018) special purpose entities and grantor trusts for $128.5$118.5 million and $116.5 million, on each of those dates, of trust preferred securities. FCB/NC Capital Trust III, FCB/SC Capital Trust II, SCB Capital Trust I, and SCBCCBI Capital Trust I's (the Trusts) trust preferred securities mature in 2036, 2034, 2034, and 2034,2036, respectively, and may be redeemed at par in whole or in part at any time. BancShares has guaranteed all obligations of its two subsidiaries, FCB Capital Trust III or FCB/SC Capital Trust I. FCB has guaranteed all obligations of its two trust subsidiaries, SCB Capital Trust I and CCBI Capital Trust I. The CCBI Capital Trust I was acquired from Capital Commerce during the Trusts.fourth quarter of 2018. At December 31, 2018, long-term obligations included $20.0 million in junior subordinated debentures maturing in 2026, acquired from HomeBancorp during the second quarter of 2018.
SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY
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
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 GAAP, the unrealized gains and losses on certain assets and liabilities and defined benefit post-retirement benefit plans, net of deferred taxes, are included in accumulated other comprehensive income (AOCI)AOCI within shareholders' equity. These amounts are excluded from shareholders' equity in the calculation of our capital ratios under current regulatory guidelines. InShareholder's equity was also impacted by first quarter 2018 cumulative effect adjustments of $50.0 million related to both the aggregate, these items represented a net decrease in shareholders'adoption of ASU 2016-01 for the accounting of equity investments, which had an impact of $64.4$18.7 million at December 31, 2015, compared to a net reductionand ASU 2018-02 for the accounting of $53.0 million at December 31, 2014. The $11.5 million reductionstranded tax effects in AOCI resulting from December 31, 2014 primarily reflects a decrease in unrealized gains on investmentthe 2017 Tax Act, which had an impact of $31.3 million.
During the second quarter of 2018, mortgage-backed securities with an amortized cost of $2.49 billion, were transferred from investments available for sale to the held to maturity portfolio. The unrealized loss on these securities at the date of transfer was $109.5 million, or $84.3 million net of tax, and will be accreted out of AOCI into the change inConsolidated Statements of Income over the funded statusexpected remaining life of our defined benefit pension plans.the securities. As of December 31, 2018, $17.1 million, or $13.2 million net of tax, of the unrealized loss has been accreted from AOCI.
During the fourth quarter of 2015,2018, our board approved a stock repurchase plan that provides forBoard authorized the purchase of up to 100,000800,000 shares of Class A common stock beginning onstock. The shares may be purchased from time to time at management's discretion from November 1, 2015 and continuing2018 through October 31, 2016. As2019. That authorization does not obligate BancShares to purchase any particular amount of Decembershares, and purchases may be suspended or discontinued at any time. The Board's action replaced existing authority to purchase up to 800,000 shares which expired on October 31, 2015, no purchases had occurred pursuant to2018. BancShares purchased 200,000 shares under the previous authority that authorization.
expired on October 31, 2018, and purchased another 182,000 shares under the newly approved authority, which began November 1, 2018. During the third quarter of 2014, our shareholders approved an amendment to our Certificate2018, BancShares purchased 100,000 shares of Incorporation to increase the number of authorized shares ofits outstanding Class A common stock at a price of $465 per share from 11,000,000a related party. An additional 106,500 shares have been purchased subsequent to 16,000,000. In connection with the Bancorporation merger, 167,600 and 45,900 shares of Class A and Class B common stock that were previously held by Bancorporation were retired.
Bank regulatory agencies have approved regulatory capital guidelines (Basel III) aimed at strengthening existing capital requirements for banking organizations. Under Basel III, minimum requirements increase for both the quantity and quality of capital held by BancShares. Basel III includes a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.50 percent, raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4.00 percent to 6.00 percent, requires a minimum ratio of total capital to risk-weighted assets of 8.00 percent, and requires a minimum Tier 1 leverage ratio of 4.00 percent. A new capital conservation buffer, comprised of common equity Tier 1 capital, was also established above the regulatory minimum capital requirements. This capital conservation buffer will be phased in beginning January 1, 2016 at 0.625 percent of risk-weighted assets and increase each subsequent year by an additional 0.625 percent until reaching its final level of 2.50 percent on January 1, 2019. Strict eligibility criteria for regulatory capital instruments were also implemented under Basel III. Basel III also revised the definition and calculation of Tier 1 capital, total capital, and risk-weighted assets.December 31, 2018.
The phase-in period for Basel III became effective for BancShares on January 1, 2015, with full compliance with all Basel III requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of December 31, 2015, BancShares continues to exceed minimum capital standards and remains well-capitalized under the new rules. Table 2322 provides information on capital adequacy for BancShares and FCB as of December 31, 2015, 20142018 and 2013.2017.
Table 2322
ANALYSIS OF CAPITAL ADEQUACY
|
| | | | | | | | | | | | | | | | | |
(Dollars in thousands) | December 31, 2015 (1) | | December 31, 2014 | | December 31, 2013 | | Regulatory minimum (2) | | Well-capitalized requirement (2) |
Tier 1 risk-based capital | $ | 2,831,242 |
| | $ | 2,690,324 |
| | $ | 2,103,926 |
| | | | |
Tier 2 risk-based capital | 308,970 |
| | 213,799 |
| | 211,653 |
| | | | |
Total risk-based capital | $ | 3,140,212 |
| | $ | 2,904,123 |
| | $ | 2,315,579 |
| | | | |
Common equity Tier 1 capital (3) | $ | 2,799,163 |
| | N/A |
| | N/A |
| | | | |
Risk-adjusted assets | 22,376,034 |
| | 19,770,656 |
| | 14,129,065 |
| | | | |
Risk-based capital ratios | | | | | | | | | |
Tier 1 risk-based capital | 12.65 | % | | 13.61 | % | | 14.89 | % | | 6.00 | % | | 8.00 | % |
Common equity Tier 1 (3) | 12.51 |
| | N/A |
| | N/A |
| | 4.50 |
| | 6.50 |
|
Total risk-based capital | 14.03 |
| | 14.69 |
| | 16.39 |
| | 8.00 |
| | 10.00 |
|
Tier 1 leverage ratio | 8.96 |
| | 8.91 |
| | 9.80 |
| | 4.00 |
| | 5.00 |
|
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | Amount | | Ratio | | Requirements to be well-capitalized | | Amount | | Ratio | | Requirements to be well-capitalized |
BancShares | | | | | | | | | | | |
Tier 1 risk-based capital | $ | 3,463,307 |
| | 12.67 | % | | 8.00 | % | | $ | 3,287,364 |
| | 12.88 | % | | 8.00 | % |
Common equity Tier 1 | 3,463,307 |
| | 12.67 |
| | 6.50 |
| | 3,287,364 |
| | 12.88 |
| | 6.50 |
|
Total risk-based capital | 3,826,626 |
| | 13.99 |
| | 10.00 |
| | 3,626,789 |
| | 14.21 |
| | 10.00 |
|
Leverage capital | 3,463,307 |
| | 9.77 |
| | 5.00 |
| | 3,287,364 |
| | 9.47 |
| | 5.00 |
|
FCB | | | | | | | | | | | |
Tier 1 risk-based capital | 3,315,742 |
| | 12.17 |
| | 8.00 |
| | 3,189,709 |
| | 12.54 |
| | 8.00 |
|
Common equity Tier 1 | 3,315,742 |
| | 12.17 |
| | 6.50 |
| | 3,189,709 |
| | 12.54 |
| | 6.50 |
|
Total risk-based capital | 3,574,561 |
| | 13.12 |
| | 10.00 |
| | 3,422,634 |
| | 13.46 |
| | 10.00 |
|
Leverage capital | 3,315,742 |
| | 9.39 |
| | 5.00 |
| | 3,189,709 |
| | 9.22 |
| | 5.00 |
|
(1) December 31, 2015 calculated under
BancShares and FCB are required to meet minimum capital requirements set forth by regulatory authorities. Bank regulatory agencies approved regulatory capital guidelines (Basel III) aimed at strengthening existing capital requirements for banking organizations. Basel III guidelines, which became effective for BancShares on January 1, 2015.
(2) Regulatory minimum and well-capitalized requirements are based on 2015 Under Basel III, regulatory capital guidelines.
(3) Commonrequirements include a common equity Tier 1 capital and ratio requirements were established under Basel III guidelines; therefore, this data is not applicable for periods prior to January 1, 2015.
The implementationminimum of Basel III resulted in a decrease in our Tier 1 capital ratio and total capital ratio at December 31, 2015 due to the phasing out of trust preferred securities from Tier 1 to Tier 2 capital. Risk-weighted assets have also increased due to organic loan growth, increased unfunded commitments and the expiration of loss share coverage on lower risk-weighted covered loans. As aligned with expectations and incorporated in our capital planning process, BancShares remained well capitalized with a leverage capital ratio of 8.964.50 percent, Tier 1 risk-based capital ratiominimum of 12.656.00 percent, common equity Tier 1 ratio of 12.51 percent and total risk-based capital ratio minimum of 14.038.00 percent under Basel III guidelines at December 31, 2015.
BancShares had $32.1 million of trust preferred capital securities included in Tier 1 capital at December 31, 2015, compared to $128.5 million and $93.5 million at December 31, 2014 and December 31, 2013, respectively. The decrease during 2015 was due to the implementation of Basel III. Effective January 1, 2015, 75 percent of our trust preferred capital securities were excluded from Tier 1 capital, with the remaining 25 percent to be phased out on January 1, 2016. Elimination of all trust preferred capital securities from the December 31, 2015 capital structure would result in a proforma Tier 1 leverage capital ratio minimum of 8.854.00 percent. Failure to meet minimum capital requirements may result in certain actions by regulators that could have a direct material effect on the consolidated financial statements.
Basel III also introduced a capital conservation buffer in addition to the regulatory minimum capital requirements that is being phased in annually over four years beginning January 1, 2016, at 0.625 percent of risk-weighted assets and increasing each subsequent year by an additional 0.625 percent. At January 1, 2018, the capital conservation buffer was 1.88 percent. As fully phased in on January 1, 2019, the capital conservation buffer is 2.50 percent.
BancShares and FCB both remain well-capitalized under Basel III capital requirements. BancShares and FCB had capital conservation buffers of 5.99 percent and Tier 1 risk-based capital ratio of 12.51 percent. After5.12 percent, respectively, at December 31, 2018. These buffers exceeded the 2016 full phaseout, BancShares expects to1.88 percent requirement and, therefore, result in no limit on distributions.
continue to remain well capitalized under current regulatory guidelines. The increase in trust preferred securities included in Tier 1 capital of $35.0 million from 2013 to 2014 was due to the Bancorporation merger.
At December 31, 2015, Tier 2 capital of BancShares included $6.0 million of qualifying subordinated debt acquired in the Bancorporation merger with a scheduled maturity date of June 1, 2018 and $96.4December 31, 2017, BancShares had $118.5 million and $116.5 million, respectively, of trust preferred capital securities that were excluded from Tier 1 capital as a result of Basel III implementation. At December 31, 2014,2018 and December 31, 2017, FCB had $14.0 million and $10.0 million, respectively, of trust preferred capital securities that were excluded from Tier 1 capital as a result of Basel III implementation. Trust preferred capital securities continue to be a component of total risk-based capital.
At December 31, 2018, Tier 2 capital of BancShares and FCB included $9.0$20.0 million of qualifying subordinated debt acquired infrom the Bancorporation mergerHomeBancorp transaction with a scheduled maturity date of June 1, 2018.December 31, 2026, compared to no amount included at December 31, 2017. Under current regulatory guidelines, when subordinated debt is within five years of its scheduled maturity date, issuers must discount the amount included in Tier 2 capital by 20 percent for each year until the debt matures. Once the debt is within one year of its scheduled maturity date, no amount of the debt is allowed to be included in Tier 2 capital.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
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 as is the case with other management functions,Risk Appetite Framework, senior management has primary responsibility for day-to-day management of the risks we face. Theface 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 strivestrives to ensure that risk management is part of the business culture is integrated with the enterprise risk management program and that policies, procedures and proceduresmetrics for identifying, assessing, measuring, monitoring and limitingmanaging risk are part of the daily decision-making process. The Board of Director’sDirectors’ role in risk oversight is an integral part of our overall enterprise risk management framework.Enterprise Risk Management Framework and Risk Appetite Framework. The Board of Directors administers its risk oversight function primarily through committees which may be established as separate or joint committees of the board, including a jointBoard Risk Committee that oversees enterprise-wide risk management.Committee.
The Board Risk Committee structure is designed to allow for information flow, effective challenge and timely escalation of risk relatedrisk-related issues. Among the duties and responsibilities as may be assigned from time to time by theThe Board of Directors, the Risk Committee is directed to monitor and advise the boardBoard of Directors regarding risk exposures, including credit, market, capital, liquidity, operational, compliance, legal, strategic and reputational risks; review, approve and monitor adherence to the risk appetite and supporting risk tolerance levels;levels via a series of established metrics; and evaluate, monitor and oversee the adequacy and effectiveness of the risk management framework;Enterprise Risk Management Framework and reviewRisk Appetite Framework. The Board Risk Committee also reviews: reports of examination by and communications from regulatory agencies, andagencies; the results of internal and third party testing analyses and reviews,qualitative and quantitative assessments related to risks, risk management,management; and any other matters within the scope of the Risk Committee’s oversight responsibilities, and monitor and review management’sresponsibilities. The Board Risk Committee monitors management's response to any notedcertain 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.
The Dodd-Frank Act mandated that stress tests be developed and performed to ensure that financial institutions have sufficient capital to absorb losses and support operations during multiple economic and bank scenarios. Bank holding companies with total consolidated assets between $10 billion and $50 billion, including BancShares, will undergo annual company-run stress tests. As directed by the Federal Reserve, summaries of BancShares’ results in the severely adverse stress tests are available to the public.
In combination with other risk management and monitoring practices, the results ofenterprise-wide stress testing activities will be considered asare part of ourthe enterprise risk management program.program 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.
Enactment of the Economic Growth, Regulatory Relief and Consumer Protection Act in May 2018 significantly altered several provisions of the Dodd-Frank Act, including how stress tests are run. Bank holding companies with assets of less than $100 billion, such as BancShares, are no longer subject to company-run stress testing requirements in section 165(i)(2) of the Dodd-Frank Act, including publishing a summary of results; however, BancShares will continue to monitor and stress test its capital and liquidity consistent with the safety and soundness expectations of the federal regulators.
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, other than acquired loans, wereare underwritten in accordance with our credit policies and procedures and are subject to periodic ongoing reviews. Acquired loans, regardless of whether PCI or non-PCI, wereare 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 acquiredoriginated and originatedacquired loans to ensure compliance with credit policies and to monitor asset quality trends.trends and borrower financial strength. The risk 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 ALLL that accounts for losses that are inherent in the loan and lease portfolio.
We maintain a well-diversified loan and lease portfolio and seek to minimize the risks associated with large concentrations within specific geographic areas, collateral types or industries. Despite our focus on diversification, several characteristics of our loan portfolio subject us to significant risk, such as our concentrations of real estate secured loans, revolving mortgage loans and medical- and dental-related loans.
We have historically carried a significant concentration of real estate secured loans. Within our loan portfolio, weloans but actively mitigate that exposure through our underwriting policies that primarily rely on borrower cash flow rather than underlying collateral values. When we do rely on underlying real property values, we favor financing secured by owner-occupied real property and, as a result, a large percentage of our real estate secured loans are owner occupied. At December 31, 2015,2018, loans secured by real estate were $15.59$19.57 billion, or 77.076.7 percent, of total loans and leases compared to $14.70$18.10 billion, or 78.3 percent, of total loans and leases at December 31, 2014, and $11.09 billion, or 84.476.7 percent at December 31, 2013.2017, and $16.54 billion, or 76.1 percent, at December 31, 2016.
Table 2423
GEOGRAPHIC DISTRIBUTION OF REAL ESTATE COLLATERAL
|
| |
| December 31, 20152018 |
Collateral location | Percent of real estate secured loans with collateral located in the state |
North Carolina | 44.0%37.7 |
South Carolina | 19.616.1 |
California | 8.510.7 |
Virginia | 7.57.2 |
Georgia | 4.65.9 |
Florida | 3.7 |
Colorado | 2.54.6 |
Washington | 2.33.5 |
Texas | 3.0 |
Tennessee | 1.81.5 |
All other locations | 5.59.8 |
Among real estate secured loans, our revolving mortgage loans (also known as Home Equity Lines of Credit or HELOCs) present a heightened risk due to long commitment periods during which the financial position of individual borrowers or collateral values may deteriorate significantly. In addition, a large percentage of our revolving mortgage loans are secured by junior liens. Substantial declines in collateral values could cause junior lien positions to become effectively unsecured. Revolving mortgage loans secured by real estate amounted to $2.58were $2.59 billion, or 12.710.2 percent, of total loans at December 31, 2015,2018, compared to $2.64$2.77 billion, or 14.011.7 percent, at December 31, 2014,2017, and $2.14$2.64 billion, or 16.312.1 percent, at December 31, 2013.2016.
Except for loans acquired through mergers and acquisitions, we have not purchased revolving mortgages in the secondary market, nor have we originated these loans to customers outside of our market areas. All originated revolving mortgage loans were underwritten by us based on our standard lending criteria. The revolving mortgage loan portfolio consists largely of variable rate lines of credit which allow customer draws during the entire contractual period of the line of credit, typically 15 years. Approximately 80.379.7 percent of the revolving mortgage portfolio relates to properties in North Carolina and South Carolina. Approximately 35.735.1 percent of the loan balances outstanding are secured by senior collateral positions while the remaining 64.364.9 percent are secured by junior liens.
We actively monitor the portion of our HELOC loans that are in the interest-only period and when they will mature. Approximately 82.484.8 percent of outstanding balances at December 31, 2015,2018, require interest-only payments, while the remaining require monthly payments equal to the greater of 1.5 percent of the outstanding balance, or $100. When HELOC loans switch from interest-only to fully amortizing, including principal and interest, some borrowers may not be able to afford the higher monthly payments. As of December 31, 2015,2018, approximately 5 percent of the HELOC portfolio is due to mature by the end of 20172020 with remaining loan maturities spread similarly over future years thereafter. In the normal course of business, the bank will work with each borrower as they approach the revolving period maturity date to discuss options for refinance or repayment.
Loans and leases to borrowers in medical, dental or related fields were $4.28$4.98 billion as of December 31, 2015,2018, which represents 21.219.5 percent of total loans and leases, compared to $4.16$4.86 billion or 22.220.6 percent of total loans and leases at December 31, 2014,2017, and $3.34$4.66 billion or 25.421.5 percent of total loans and leases at December 31, 2013.2016. The credit risk of this industry concentration is mitigated through our underwriting policies that emphasize reliance on adequate borrower cash flow rather than underlying
collateral value and our preference for financing secured by owner-occupied real property. Except for this single concentration, no other industry represented more than 10 percent of total loans and leases outstanding at December 31, 2015.2018.
Interest rate risk management
Interest rate risk (IRR) results principally fromfrom: assets and liabilities maturing or repricing at different points in time, from assets and liabilities repricing at the same point in time but in different amounts, and from short-term and long-term interest rates changing in different magnitudes.
We assess our short-term IRR by forecasting net interest income over 24 months under various interest rate scenarios and comparing those results to forecastforecasted net interest income, assuming stable rates. Rate shock scenarios represent an instantaneous and parallel shift in rates, up or down, from a base yield curve. Due toDespite the current low level ofincrease in market interest rates, the overall rate on interest-bearing deposits remains relatively low and, competitive pressures that constrain our ability to further reduce deposit interest rates,as such, it is unlikely that the rates on most interest-bearing
liabilities deposits can decline materially from current levels. Our shock projections incorporate assumptions of likely customer migration from low rate deposit instruments to intermediate term fixed rate instruments such as certificates of deposit, as rates rise. Various other IRR scenarios are modeled to supplement shock scenarios. This may include interest rate ramps, changes in the shape of the yield curve and changes in the relationships of FCBour rates to market rates.
Table 2524 provides the impact on net interest income over 24 months resulting from various instantaneous interest rate shock scenarios as of December 31, 20152018 and 2014.2017.
Table 2524
NET INTEREST INCOME SENSITIVITY SIMULATION ANAYLYSIS
| | | Estimated increase (decrease) in net interest income | Estimated (decrease) increase in net interest income |
Change in interest rate (basis point) | December 31, 2015 | | December 31, 2014 | December 31, 2018 | | December 31, 2017 |
-100 | | (10.67 | )% | | (12.25 | )% |
+100 | 2.78 | % | | 2.90 | % | 2.38 |
| | 3.66 |
|
+200 | 2.80 |
| | 4.10 |
| 1.66 |
| | 4.61 |
|
+300 | (0.75 | ) | | 2.40 |
| |
Net interest income sensitivity metrics at December 31, 2018, compared to December 31, 2017, were primarily affected by a shift in the earning asset mix with a decrease in lower duration investments and growth in the fixed rate loan portfolio, coupled with stronger growth in higher cost time deposits.
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 2625 presents the EVE profile as of December 31, 20152018 and 2014.2017.
Table 2625
ECONOMIC VALUE OF EQUITY MODELING ANALYSIS
| | | Estimated increase (decrease) in EVE | Estimated (decrease) increase in EVE |
Change in interest rate (basis point) | December 31, 2015 | | December 31, 2014 | December 31, 2018 | | December 31, 2017 |
-100 | | (15.14 | )% | | (15.44 | )% |
+100 | 3.18 | % | | 2.80 | % | 3.34 |
| | 3.38 |
|
+200 | 1.53 |
| | 2.20 |
| 1.40 |
| | 1.06 |
|
+300 | (3.92 | ) | | (0.90 | ) | |
The economic value of equity metrics at December 31, 2018, compared to December 31, 2017, were primarily affected by a shift in the earning asset mix as stronger loan growth reduced overnight investments combined with higher market interest rates driven by four federal funds rate hikes year to date.
We do not typically utilize interest rate swaps, floors, collars or other derivative financial instruments to attempt to hedge our overall balance sheet rate sensitivity and interest rate risk. However, we have entered into an interest rate swap to synthetically convert the variable rate on $93.5 million of junior subordinated debentures to a fixed rate of 5.50 percent through June 2016. The interest rate swap qualifies as a hedge under GAAP. See Note R in the Notes to Consolidated Financial Statements, "Derivatives," for additional discussion of this interest rate swap.
Table 2726 provides loan maturity distribution and information regarding the sensitivity of loans and leases to changes in interest rates.
Table 2726
LOAN MATURITY DISTRIBUTION AND INTEREST RATE SENSITIVITY
| | | At December 31, 2015, maturing | At December 31, 2018, maturing |
(Dollars in thousands) | Within One Year | | One to Five Years | | After Five Years | | Total | Within One Year | | One to Five Years | | After Five Years | | Total |
Loans and leases: | | | | | | | | | | | | | | |
Secured by real estate | $ | 976,149 |
| | $ | 4,978,886 |
| | $ | 9,631,105 |
| | $ | 15,586,140 |
| $ | 1,255,202 |
| | $ | 6,242,467 |
| | $ | 12,069,407 |
| | $ | 19,567,076 |
|
Commercial and industrial | 659,930 |
| | 869,539 |
| | 854,670 |
| | 2,384,139 |
| 1,027,259 |
| | 1,784,158 |
| | 1,131,522 |
| | 3,942,939 |
|
Other | 458,596 |
| | 1,194,364 |
| | 616,751 |
| | 2,269,711 |
| 465,198 |
| | 805,116 |
| | 742,947 |
| | 2,013,261 |
|
Total loans and leases | 2,094,675 |
| | 7,042,789 |
| | 11,102,526 |
| | 20,239,990 |
| $ | 2,747,659 |
| | $ | 8,831,741 |
| | $ | 13,943,876 |
| | $ | 25,523,276 |
|
Loans maturing after one year with: | | | | | | | | | | | | | | |
Fixed interest rates | | | $ | 6,055,436 |
| | $ | 7,587,700 |
| | $ | 13,643,136 |
| | | $ | 7,391,009 |
| | $ | 8,878,254 |
| | $ | 16,269,263 |
|
Floating or adjustable rates | | | 987,353 |
| | 3,514,826 |
| | 4,502,179 |
| | | 1,440,731 |
| | 5,065,622 |
| | 6,506,353 |
|
Total | | | $ | 7,042,789 |
| | $ | 11,102,526 |
| | $ | 18,145,315 |
| | | $ | 8,831,740 |
| | $ | 13,943,876 |
| | $ | 22,775,616 |
|
Liquidity risk management
Liquidity risk is the risk that an institution is 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 depositsborrowings (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 liquidity risk across three different types of liquidity:
Tactical liquidity measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon out to nine weeks;
Structural liquidity measures the amount by which illiquid assets are supported by long-term funding; and
Contingent liquidity utilizes cash flow stress testing across three crisis scenarios to determine the adequacy of our liquidity.
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 sourcessource of liquidity areis our retail deposit book due to the generally stable balances and low cost it offers,offers. Additional sources include cash in excess of our reserve requirement at the Federal Reserve Bank and various other correspondingcorrespondent bank accounts and unencumbered securities, which were $3.96totaled $3.11 billion at December 31, 20152018, compared to $4.29$3.70 billion at December 31, 2014.2017. Another source of available funds is advances from the FHLB of Atlanta. Outstanding FHLB advances were $520.3$193.7 million as of December 31, 2015,2018, and we had sufficient collateral pledged to secure $5.57$6.18 billion of additional borrowings. Further, in the current year, $2.94 billion in non-PCI loans with a lendable collateral value of $2.19 billion were used to create additional borrowing capacity at the Federal Reserve Bank. We also maintain Federal Funds lines, and other borrowing facilities which had $740.0$690.0 million of available capacity at December 31, 2015.2018.
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
Table 2827 identifies significant obligations and commitments as of December 31, 20152018 representing required and potential cash outflows. See Note UT for additional information regarding total commitments.
Table 2827
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
| | Type of obligation | Payments due by period | Payments due by period |
(Dollars in thousands) | Less than 1 year | | 1-3 years | | 4-5 years | | Thereafter | | Total | Less than 1 year | | 1-3 years | | 3-5 years | | Thereafter | | Total |
Contractual obligations: | | | | | | | | | | | | | | | | | | |
Time deposits | $ | 2,359,710 |
| | $ | 568,008 |
| | $ | 168,488 |
| | $ | — |
| | $ | 3,096,206 |
| $ | 1,895,313 |
| | $ | 634,147 |
| | $ | 227,251 |
| | $ | — |
| | $ | 2,756,711 |
|
Short-term borrowings | 594,733 |
| | — |
| | — |
| | — |
| | 594,733 |
| 572,287 |
| | — |
| | — |
| | — |
| | 572,287 |
|
Long-term obligations | 3,401 |
| | 148,672 |
| | 507 |
| | 551,575 |
| | 704,155 |
| 10,000 |
| | 27,425 |
| | 139,254 |
| | 143,188 |
| | 319,867 |
|
Operating leases | 18,543 |
| | 25,432 |
| | 13,629 |
| | 43,407 |
| | 101,011 |
| 18,058 |
| | 30,941 |
| | 22,815 |
| | 38,494 |
| | 110,308 |
|
Estimated payment to FDIC due to claw-back provisions under loss share agreements | — |
| | — |
| | 106,622 |
| | 45,495 |
| | 152,117 |
| |
Estimated payment to FDIC due to claw-back provisions under shared-loss agreements | | — |
| | 105,618 |
| | — |
| | — |
| | 105,618 |
|
Total contractual obligations | $ | 2,976,387 |
| | $ | 742,112 |
| | $ | 289,246 |
| | $ | 640,477 |
| | $ | 4,648,222 |
| $ | 2,495,658 |
| | $ | 798,131 |
| | $ | 389,320 |
| | $ | 181,682 |
| | $ | 3,864,791 |
|
Commitments: | | | | | | | | | | | | | | | | | | |
Loan commitments | $ | 4,085,288 |
| | $ | 834,970 |
| | $ | 420,731 |
| | $ | 2,609,517 |
| | $ | 7,950,506 |
| $ | 5,278,829 |
| | $ | 1,153,400 |
| | $ | 774,300 |
| | $ | 2,848,183 |
| | $ | 10,054,712 |
|
Standby letters of credit | 63,819 |
| | 13,954 |
| | 166 |
| | — |
| | 77,939 |
| 84,065 |
| | 12,222 |
| | 180 |
| | — |
| | 96,467 |
|
Affordable housing partnerships | 21,155 |
| | 20,006 |
| | 273 |
| | 378 |
| | 41,812 |
| 36,902 |
| | 27,297 |
| | 2,773 |
| | 980 |
| | 67,952 |
|
Total commitments | $ | 4,170,262 |
| | $ | 868,930 |
| | $ | 421,170 |
| | $ | 2,609,895 |
| | $ | 8,070,257 |
| $ | 5,399,796 |
| | $ | 1,192,919 |
| | $ | 777,253 |
| | $ | 2,849,163 |
| | $ | 10,219,131 |
|
FOURTH QUARTER ANALYSIS
For the quarter ended December 31, 2015, BancShares reported2018, BancShares' consolidated net income of $42.7was $89.5 million compared to $62.9$54.4 million for the corresponding period of 2014.2017, an increase of $35.1 million or 64.5 percent. Per share income was $3.56$7.62 for the fourth quarter of 2015 and $5.242018 compared to $4.53 for the same period a year ago. The increase was primarily the result of higher interest income due to loan growth and higher loan and investment yields, as well as lower income tax expense. These net income improvements were partially offset by unrealized losses on marketable equity securities and higher provision and noninterest expense.
Net interest income increased $13.5totaled $320.9 million, an increase of $46.1 million, or by 6.216.8 percent, compared to $230.7 million from the fourth quarter of 2014. Loan2017. The increase was primarily due to higher loan interest income was up $5.6of $40.8 million as a result of originated and acquired loan growth and loan yields, higher investment income of $8.4 million as a result of higher yields and balances, and lower interest income from originated loan growth, offset by loan yield compressionexpense on borrowings of $3.8 million as a result of the continued PCI loan portfolio runoff. The PCI portfolio yield continues to be replaced with higher quality, lower yielding loans. Investment securitiesdecreased balances. These favorable impacts were partially offset by an increase in interest income improved by $3.8expense on deposits of $5.3 million as matured cash flows were reinvested intoa result of higher yielding investments. Interest expense declined by $3.7rates paid as well as a decrease in interest on overnight investments of $1.6 million due to reduced borrowing and deposit funding costs.as a result of decreased balances.
The taxable-equivalent net interest margin for the fourth quarter of 20152018 was 3.123.82 percent, an increase by 3of 48 basis points from 3.34 percent in the same quarter in the prior year. The margin improvement was primarily due to originatedimproved loan growth, improvement inand investment yields and higher loan balances, lower borrowinginterest expense on borrowings and depositsustained low funding costs.
Income tax expense totaled $26.5 million in the fourth quarter of 2018, down from $68.7 million in the fourth quarter of 2017. The effective tax rates partially offset by loan yield compression.were 22.8 percent and 55.8 percentduring each of these respective periods. The decreases in income tax expense and the effective tax rate were primarily due to a decrease in the federal corporate tax rate from 35 percent to 21 percent and the deferred tax asset re-measurement during the fourth quarter of 2017 resulting in a provisional tax expense of $25.8 million, both items being the result of tax reform.
ProvisionBancShares recorded a net provision expense of $11.6 million for loan and lease losses was $7.0 million during the fourth quarter of 2015,2018, compared to $8.3a net provision credit of $2.8 million for the fourth quarter of 2014.2017. The decline was primarily due to improved credit quality in the loan portfolio, offset by higher net charge-offs on non-PCI loans and a lower net provision credit on PCI loans.
Noninterest income was $99.1$14.4 million down by $36.6 million from the fourth quarter of 2014. The declineincrease was primarily driven by the recognition of a $29.1 million gainreduced loss factors in the fourth quarter of 2014 related to Bancorporation shares2017, as well as current quarter credit downgrades in the commercial real estate portfolio.
Noninterest income was $82.0 million for the fourth quarter of stock owned2018, a decrease of $26.6 million from the same period of 2017. The decrease was primarily driven by BancShares that were canceleda $16.9 million decline in the fair value adjustment on the merger datemarketable equity securities and higher 2015 adjustments to the FDIC receivablea $12.4 million decrease in gains on extinguishment of $9.2 million.debt. These decreases were partially offset by an increase of $6.8 million in cardholder and merchant income primarily driven by higher sales volume and increased vendor incentives, as well as a $4.3$1.8 million increase in recoveries of PCI loans previously charged-off.wealth management fees.
Noninterest expense was $255.9$275.4 million down by $1.3for the fourth quarter of 2018, an increase of $12.3 million from the same quarter last year. The decline wasyear, largely due to an increase in personnel expenses, primarily related to payroll incentives and annual merit increases, as well as increased headcount from the result of decreases in foreclosure-relatedHomeBancorp, Capital Commerce and merger-related expenses of $5.6 million and $2.8 million, respectively.Palmetto Heritage acquisitions. These decreasesincreases were partially offset by a $6.7 million increasereduction in employee benefits due to higher pension and healthcare costs.
Income tax expense was $24.2 million for the fourth quarter of 2015, down from $24.5 million in the fourth quarter of 2014, representing effective tax rates of 36.1 percent and 28.1 percentduring the respective periods. The lower effective tax rate during the fourth quarter of 2014 resulted primarily from the impact of the tax benefit of the Bancorporation shares of stock owned by BancShares at the date of acquisition.FDIC assessment fees.
Table 2928 provides quarterly information for each of the quarters in 20152018 and 2014.2017. Table 3029 analyzesprovides the components of changes in net interest incometaxable equivalent rate/volume variance analysis between the fourth quarter of 20152018 and 20142017.
Table 2928
SELECTED QUARTERLY DATA
| | | 2015 | | 2014 | 2018 | | 2017 |
(Dollars in thousands, except share data and ratios) | Fourth Quarter | | Third Quarter | | Second Quarter | | First Quarter | | Fourth Quarter | | Third Quarter | | Second Quarter | | First Quarter | Fourth Quarter | | Third Quarter | | Second Quarter | | First Quarter | | Fourth Quarter | | Third Quarter | | Second Quarter | | First Quarter |
SUMMARY OF OPERATIONS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income | $ | 241,861 |
| | $ | 249,825 |
| | $ | 246,013 |
| | $ | 231,510 |
| | $ | 232,122 |
| | $ | 177,621 |
| | $ | 177,311 |
| | $ | 173,394 |
| $ | 333,573 |
| | $ | 315,706 |
| | $ | 303,877 |
| | $ | 292,601 |
| | $ | 285,958 |
| | $ | 284,333 |
| | $ | 272,542 |
| | $ | 260,857 |
|
Interest expense | 11,142 |
| | 10,454 |
| | 11,363 |
| | 11,345 |
| | 14,876 |
| | 11,399 |
| | 11,613 |
| | 12,463 |
| 12,691 |
| | 8,344 |
| | 7,658 |
| | 8,164 |
| | 11,189 |
| | 11,158 |
| | 10,933 |
| | 10,514 |
|
Net interest income | 230,719 |
| | 239,371 |
| | 234,650 |
| | 220,165 |
| | 217,246 |
| | 166,222 |
| | 165,698 |
| | 160,931 |
| 320,882 |
| | 307,362 |
| | 296,219 |
| | 284,437 |
| | 274,769 |
| | 273,175 |
| | 261,609 |
| | 250,343 |
|
Provision for loan and lease losses | 7,046 |
| | 107 |
| | 7,719 |
| | 5,792 |
| | 8,305 |
| | 1,537 |
| | (7,299 | ) | | (1,903 | ) | |
Provision (credit) for loan and lease losses | | 11,585 |
| | 840 |
| | 8,438 |
| | 7,605 |
| | (2,809 | ) | | 7,946 |
| | 12,324 |
| | 8,231 |
|
Net interest income after provision for loan and lease losses | 223,673 |
| | 239,264 |
| | 226,931 |
| | 214,373 |
| | 208,941 |
| | 164,685 |
| | 172,997 |
| | 162,834 |
| 309,297 |
| | 306,522 |
| | 287,781 |
| | 276,832 |
| | 277,578 |
| | 265,229 |
| | 249,285 |
| | 242,112 |
|
Gain on acquisition | — |
| | — |
| | — |
| | 42,930 |
| | — |
| | — |
| | — |
| | — |
| |
Noninterest income | 99,135 |
| | 109,750 |
| | 107,450 |
| | 107,823 |
| | 135,711 |
| | 78,599 |
| | 66,589 |
| | 62,314 |
| |
Gain on acquisitions | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 122,728 |
| | 12,017 |
|
Noninterest income excluding gain on acquisitions | | 82,007 |
| | 94,531 |
| | 100,927 |
| | 122,684 |
| | 108,613 |
| | 96,062 |
| | 94,913 |
| | 87,630 |
|
Noninterest expense | 255,886 |
| | 260,172 |
| | 264,691 |
| | 258,166 |
| | 257,216 |
| | 201,810 |
| | 199,020 |
| | 191,030 |
| 275,378 |
| | 267,537 |
| | 265,993 |
| | 268,063 |
| | 263,080 |
| | 257,642 |
| | 255,047 |
| | 236,700 |
|
Income before income taxes | 66,922 |
| | 88,842 |
| | 69,690 |
| | 106,960 |
| | 87,436 |
| | 41,474 |
| | 40,566 |
| | 34,118 |
| 115,926 |
| | 133,516 |
| | 122,715 |
| | 131,453 |
| | 123,111 |
| | 103,649 |
| | 211,879 |
| | 105,059 |
|
Income taxes | 24,174 |
| | 32,884 |
| | 25,168 |
| | 39,802 |
| | 24,540 |
| | 14,973 |
| | 13,880 |
| | 11,639 |
| 26,453 |
| | 16,198 |
| | 29,424 |
| | 31,222 |
| | 68,704 |
| | 36,585 |
| | 77,219 |
| | 37,438 |
|
Net income | $ | 42,748 |
| | $ | 55,958 |
| | $ | 44,522 |
| | $ | 67,158 |
| | $ | 62,896 |
| | $ | 26,501 |
| | $ | 26,686 |
| | $ | 22,479 |
| $ | 89,473 |
| | $ | 117,318 |
| | $ | 93,291 |
| | $ | 100,231 |
| | $ | 54,407 |
| | $ | 67,064 |
| | $ | 134,660 |
| | $ | 67,621 |
|
Net interest income, taxable equivalent | $ | 232,147 |
| | $ | 240,930 |
| | $ | 236,456 |
| | $ | 221,452 |
| | $ | 218,436 |
| | $ | 167,150 |
| | $ | 166,570 |
| | $ | 161,694 |
| $ | 321,804 |
| | $ | 308,207 |
| | $ | 297,021 |
| | $ | 285,248 |
| | $ | 276,002 |
| | $ | 274,272 |
| | $ | 262,549 |
| | $ | 251,593 |
|
PER SHARE DATA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | $ | 3.56 |
| | $ | 4.66 |
| | $ | 3.71 |
| | $ | 5.59 |
| | $ | 5.24 |
| | $ | 2.76 |
| | $ | 2.77 |
| | $ | 2.34 |
| $ | 7.62 |
| | $ | 9.80 |
| | $ | 7.77 |
| | $ | 8.35 |
| | $ | 4.53 |
| | $ | 5.58 |
| | $ | 11.21 |
| | $ | 5.63 |
|
Cash dividends | 0.30 |
| | 0.30 |
| | 0.30 |
| | 0.30 |
| | 0.30 |
| | 0.30 |
| | 0.30 |
| | 0.30 |
| 0.40 |
| | 0.35 |
| | 0.35 |
| | 0.35 |
| | 0.35 |
| | 0.30 |
| | 0.30 |
| | 0.30 |
|
Market price at period end (Class A) | 258.17 |
| | 226.00 |
| | 263.04 |
| | 259.69 |
| | 252.79 |
| | 216.63 |
| | 245.00 |
| | 240.75 |
| 377.05 |
| | 452.28 |
| | 403.30 |
| | 413.24 |
| | 403.00 |
| | 373.89 |
| | 372.70 |
| | 335.37 |
|
Book value at period end | 239.14 |
| | 238.34 |
| | 232.62 |
| | 230.53 |
| | 223.77 |
| | 224.75 |
| | 222.91 |
| | 218.29 |
| 300.04 |
| | 294.40 |
| | 286.99 |
| | 280.77 |
| | 277.60 |
| | 275.91 |
| | 269.75 |
| | 258.17 |
|
SELECTED QUARTERLY AVERAGE BALANCES | SELECTED QUARTERLY AVERAGE BALANCES | | | | | | | | | | | | | SELECTED QUARTERLY AVERAGE BALANCES | | | | | | | | | | | | |
Total assets | $ | 31,753,223 |
| | $ | 31,268,774 |
| | $ | 30,835,749 |
| | $ | 30,414,322 |
| | $ | 30,376,207 |
| | $ | 22,092,940 |
| | $ | 22,017,501 |
| | $ | 21,867,243 |
| $ | 35,625,500 |
| | $ | 34,937,175 |
| | $ | 34,673,927 |
| | $ | 34,267,945 |
| | $ | 34,864,720 |
| | $ | 34,590,503 |
| | $ | 34,243,527 |
| | $ | 33,494,500 |
|
Investment securities | 6,731,183 |
| | 7,275,290 |
| | 7,149,691 |
| | 6,889,752 |
| | 7,110,799 |
| | 5,616,730 |
| | 5,629,467 |
| | 5,606,723 |
| 7,025,889 |
| | 7,129,089 |
| | 7,091,442 |
| | 7,053,001 |
| | 7,044,534 |
| | 6,906,345 |
| | 7,112,267 |
| | 7,084,986 |
|
Loans and leases (PCI and non-PCI) | 20,059,556 |
| | 19,761,145 |
| | 19,354,823 |
| | 18,922,028 |
| | 18,538,553 |
| | 13,670,217 |
| | 13,566,612 |
| | 13,459,945 |
| |
Loans and leases (1) | | 25,343,813 |
| | 24,698,799 |
| | 24,205,363 |
| | 23,666,098 |
| | 23,360,235 |
| | 22,997,195 |
| | 22,575,323 |
| | 21,951,444 |
|
Interest-earning assets | 29,565,715 |
| | 29,097,839 |
| | 28,660,246 |
| | 28,231,922 |
| | 28,064,279 |
| | 20,351,369 |
| | 20,304,777 |
| | 20,139,131 |
| 33,500,732 |
| | 32,886,276 |
| | 32,669,810 |
| | 32,320,431 |
| | 32,874,233 |
| | 32,555,597 |
| | 32,104,717 |
| | 31,298,970 |
|
Deposits | 27,029,650 |
| | 26,719,713 |
| | 26,342,821 |
| | 25,833,068 |
| | 25,851,672 |
| | 18,506,778 |
| | 18,561,927 |
| | 18,492,310 |
| 30,835,157 |
| | 30,237,329 |
| | 30,100,615 |
| | 29,472,125 |
| | 29,525,843 |
| | 29,319,384 |
| | 29,087,852 |
| | 28,531,166 |
|
Interest-bearing liabilities | | 19,282,749 |
| | 18,783,160 |
| | 18,885,168 |
| | 19,031,404 |
| | 19,425,404 |
| | 19,484,663 |
| | 19,729,956 |
| | 19,669,075 |
|
Long-term obligations | 704,465 |
| | 548,214 |
| | 473,434 |
| | 460,713 |
| | 404,363 |
| | 313,695 |
| | 398,615 |
| | 500,805 |
| 319,410 |
| | 261,821 |
| | 233,373 |
| | 404,065 |
| | 866,198 |
| | 887,948 |
| | 799,319 |
| | 816,953 |
|
Interest-bearing liabilities | 18,933,443 |
| | 18,911,455 |
| | 18,933,611 |
| | 19,171,958 |
| | 19,011,554 |
| | 13,836,025 |
| | 14,020,480 |
| | 14,189,227 |
| |
Shareholders’ equity | $ | 2,867,177 |
| | $ | 2,823,967 |
| | $ | 2,781,648 |
| | $ | 2,724,719 |
| | $ | 2,712,905 |
| | $ | 2,150,119 |
| | $ | 2,120,275 |
| | $ | 2,089,457 |
| $ | 3,491,914 |
| | $ | 3,470,368 |
| | $ | 3,400,867 |
| | $ | 3,333,114 |
| | $ | 3,329,562 |
| | $ | 3,284,044 |
| | $ | 3,159,004 |
| | $ | 3,061,099 |
|
Shares outstanding | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 9,618,941 |
| | 9,618,941 |
| | 9,618,941 |
| |
Weighted average shares outstanding | | 11,763,832 |
| | 11,971,460 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
|
SELECTED QUARTER-END BALANCES | SELECTED QUARTER-END BALANCES | | | | | | | | | | | | | | | SELECTED QUARTER-END BALANCES | | | | | | | | | | | | | | |
Total assets | $ | 31,475,934 |
| | $ | 31,449,824 |
| | $ | 30,896,855 |
| | $ | 30,862,932 |
| | $ | 30,075,113 |
| | $ | 21,937,665 |
| | $ | 22,057,876 |
| | $ | 22,149,897 |
| $ | 35,408,629 |
| | $ | 34,954,659 |
| | $ | 35,088,566 |
| | $ | 34,436,437 |
| | $ | 34,527,512 |
| | $ | 34,584,154 |
| | $ | 34,769,850 |
| | $ | 34,018,405 |
|
Investment securities | 6,861,548 |
| | 6,690,879 |
| | 7,350,545 |
| | 7,045,550 |
| | 7,172,435 |
| | 5,648,701 |
| | 5,538,859 |
| | 5,677,019 |
| 6,741,763 |
| | 7,040,674 |
| | 7,190,545 |
| | 6,967,921 |
| | 7,180,256 |
| | 6,992,955 |
| | 6,596,530 |
| | 7,119,944 |
|
Loans and leases: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PCI | 950,516 |
| | 1,044,064 |
| | 1,123,239 |
| | 1,252,545 |
| | 1,186,498 |
| | 996,280 |
| | 1,109,933 |
| | 1,270,818 |
| 606,576 |
| | 638,018 |
| | 674,269 |
| | 703,837 |
| | 762,998 |
| | 834,167 |
| | 894,863 |
| | 848,816 |
|
Non-PCI | 19,289,474 |
| | 18,811,742 |
| | 18,396,946 |
| | 17,844,414 |
| | 17,582,967 |
| | 12,806,511 |
| | 12,415,023 |
| | 12,200,226 |
| 24,916,700 |
| | 24,248,329 |
| | 23,864,168 |
| | 22,908,140 |
| | 22,833,827 |
| | 22,314,906 |
| | 21,976,602 |
| | 21,057,633 |
|
Deposits | 26,930,755 |
| | 26,719,375 |
| | 26,511,896 |
| | 26,300,830 |
| | 25,678,577 |
| | 18,406,941 |
| | 18,556,758 |
| | 18,763,545 |
| 30,672,460 |
| | 30,163,537 |
| | 30,408,884 |
| | 29,969,245 |
| | 29,266,275 |
| | 29,333,949 |
| | 29,456,338 |
| | 29,002,768 |
|
Long-term obligations | 704,155 |
| | 705,418 |
| | 475,568 |
| | 468,180 |
| | 351,320 |
| | 313,768 |
| | 314,529 |
| | 440,300 |
| 319,867 |
| | 297,487 |
| | 241,360 |
| | 194,413 |
| | 870,240 |
| | 866,123 |
| | 879,957 |
| | 727,500 |
|
Shareholders’ equity | $ | 2,872,109 |
| | $ | 2,862,528 |
| | $ | 2,793,890 |
| | $ | 2,768,719 |
| | $ | 2,687,594 |
| | $ | 2,161,881 |
| | $ | 2,144,181 |
| | $ | 2,099,730 |
| $ | 3,488,954 |
| | $ | 3,499,013 |
| | $ | 3,446,886 |
| | $ | 3,372,114 |
| | $ | 3,334,064 |
| | $ | 3,313,831 |
| | $ | 3,239,851 |
| | $ | 3,100,696 |
|
Shares outstanding | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 9,618,941 |
| | 9,618,941 |
| | 9,618,941 |
| 11,628,405 |
| | 11,885,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
| | 12,010,405 |
|
SELECTED RATIOS AND OTHER DATA | SELECTED RATIOS AND OTHER DATA | | | | | | | | | | | | | | | SELECTED RATIOS AND OTHER DATA | | | | | | | | | | | | | | |
Rate of return on average assets (annualized) | 0.53 | % | | 0.71 | % | | 0.58 | % | | 0.90 | % | | 0.82 | % | | 0.48 | % | | 0.49 | % | | 0.42 | % | 1.00 | % | | 1.33 | % | | 1.08 | % | | 1.19 | % | | 0.62 | % | | 0.77 | % | | 1.58 | % | | 0.82 | % |
Rate of return on average shareholders’ equity (annualized) | 5.92 |
| | 7.86 |
| | 6.42 |
| | 10.00 |
| | 9.20 |
| | 4.89 |
| | 5.05 |
| | 4.36 |
| 10.17 |
| | 13.41 |
| | 11.00 |
| | 12.20 |
| | 6.48 |
| | 8.10 |
| | 17.10 |
| | 8.96 |
|
Net yield on interest-earning assets (taxable equivalent) | 3.12 |
| | 3.29 |
| | 3.31 |
| | 3.18 |
| | 3.09 |
| | 3.26 |
| | 3.29 |
| | 3.26 |
| 3.82 |
| | 3.73 |
| | 3.64 |
| | 3.57 |
| | 3.34 |
| | 3.35 |
| | 3.28 |
| | 3.25 |
|
Allowance for loan and lease losses to loans and leases: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
PCI | 1.72 |
| | 1.68 |
| | 1.38 |
| | 1.41 |
| | 1.82 |
| | 2.59 |
| | 2.64 |
| | 3.54 |
| 1.51 |
| | 1.71 |
| | 1.84 |
| | 1.75 |
| | 1.31 |
| | 1.55 |
| | 1.51 |
| | 1.29 |
|
Non-PCI | 0.98 |
| | 1.00 |
| | 1.05 |
| | 1.05 |
| | 1.04 |
| | 1.37 |
| | 1.43 |
| | 1.46 |
| 0.86 |
| | 0.86 |
| | 0.89 |
| | 0.92 |
| | 0.93 |
| | 0.98 |
| | 0.98 |
| | 1.00 |
|
Nonperforming assets to total loans and leases and other real estate at period end: | | | | | | | | | | | | | | | | |
Covered | 3.51 |
| | 3.72 |
| | 4.70 |
| | 8.42 |
| | 9.84 |
| | 11.98 |
| | 10.97 |
| | 9.34 |
| |
Noncovered | 0.79 |
| | 0.77 |
| | 0.73 |
| | 0.77 |
| | 0.66 |
| | 0.73 |
| | 0.64 |
| | 0.73 |
| |
Total | | 0.88 |
| | 0.88 |
| | 0.92 |
| | 0.94 |
| | 0.94 |
| | 1.00 |
| | 1.00 |
| | 1.01 |
|
Ratio of total nonperforming assets to total loans, leases and other real estate owned at period end: | | 0.52 |
| | 0.52 |
| | 0.54 |
| | 0.59 |
| | 0.61 |
| | 0.63 |
| | 0.65 |
| | 0.66 |
|
Tier 1 risk-based capital ratio | 12.65 |
| | 12.77 |
| | 12.66 |
| | 12.92 |
| | 13.61 |
| | 14.23 |
| | 14.58 |
| | 14.53 |
| 12.67 |
| | 13.23 |
| | 13.06 |
| | 13.38 |
| | 12.88 |
| | 12.95 |
| | 12.69 |
| | 12.57 |
|
Common equity Tier 1 ratio | 12.51 |
| | 12.63 |
| | 12.52 |
| | 12.77 |
| | N/A |
| | N/A |
| | N/A |
| | N/A |
| 12.67 |
| | 13.23 |
| | 13.06 |
| | 13.38 |
| | 12.88 |
| | 12.95 |
| | 12.69 |
| | 12.57 |
|
Total risk-based capital ratio | 14.03 |
| | 14.18 |
| | 14.10 |
| | 14.42 |
| | 14.69 |
| | 15.57 |
| | 15.93 |
| | 16.02 |
| 13.99 |
| | 14.57 |
| | 14.43 |
| | 14.70 |
| | 14.21 |
| | 14.34 |
| | 14.07 |
| | 13.99 |
|
Leverage capital ratio | 8.96 |
| | 8.97 |
| | 8.92 |
| | 8.90 |
| | 8.91 |
| | 9.77 |
| | 9.69 |
| | 9.63 |
| 9.77 |
| | 10.11 |
| | 9.99 |
| | 10.02 |
| | 9.47 |
| | 9.43 |
| | 9.33 |
| | 9.15 |
|
Dividend payout ratio | 8.43 |
| | 6.44 |
| | 8.09 |
| | 5.37 |
| | 5.73 |
| | 10.87 |
| | 10.83 |
| | 12.82 |
| 5.25 |
| | 3.57 |
| | 4.50 |
| | 4.19 |
| | 7.73 |
| | 5.38 |
| | 2.68 |
| | 5.33 |
|
Average loans and leases to average deposits | 74.21 |
| | 73.96 |
| | 73.47 |
| | 73.25 |
| | 71.71 |
| | 73.87 |
| | 73.09 |
| | 72.79 |
| 82.19 |
| | 81.68 |
| | 80.41 |
| | 80.30 |
| | 79.12 |
| | 78.44 |
| | 77.61 |
| | 76.94 |
|
(1)Average loan and lease balances include PCI loans, non-PCI loans and leases, loans held for sale and nonaccrual loans and leases.
Table 3029
CONSOLIDATED TAXABLE EQUIVALENT RATE/VOLUME VARIANCE ANALYSIS - FOURTH QUARTER
| | | 2015 | | 2014 | | Increase (decrease) due to: | 2018 | | 2017 | | Increase (decrease) due to: |
| | | Interest | | | | | | Interest | | | | | | | | | | | Interest | | | | | | Interest | | | | | | | | |
| Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ | | | | Yield/ | | Total | Average | | Income/ | | Yield/ | | Average | | Income/ | | Yield/ | | | | Yield/ | | Total |
(Dollars in thousands) | Balance | | Expense | | Rate | | Balance | | Expense | | Rate | | Volume | | Rate | | Change | Balance | | Expense | | Rate | | Balance | | Expense | | Rate | | Volume | | Rate | | Change |
Assets | | |
Loans and leases | $ | 20,059,556 |
| | $ | 218,048 |
| | 4.32 |
| % | $ | 18,538,553 |
| | $ | 212,058 |
| | 4.54 |
| % | $ | 16,838 |
| | $ | (10,848 | ) | | $ | 5,990 |
| $ | 25,343,813 |
| | $ | 288,484 |
| | 4.52 |
| % | $ | 23,360,235 |
| | $ | 248,151 |
| | 4.22 |
| % | $ | 18,879 |
| | $ | 21,454 |
| | $ | 40,333 |
|
Investment securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
U. S. Treasury | 1,686,269 |
| | 3,092 |
| | 0.73 |
| | 2,683,820 |
| | 5,405 |
| | 0.80 |
| | (1,925 | ) | | (388 | ) | | (2,313 | ) | 1,454,889 |
| | 7,261 |
| | 1.98 |
| | 1,627,968 |
| | 4,784 |
| | 1.17 |
| | (509 | ) | | 2,986 |
| | 2,477 |
|
Government agency | 599,048 |
| | 1,282 |
| | 0.86 |
| | 1,012,044 |
| | 901 |
| | 0.36 |
| | (628 | ) | | 1,009 |
| | 381 |
| 192,830 |
| | 1,288 |
| | 2.67 |
| | 9,659 |
| | 69 |
| | 2.85 |
| | 1,248 |
| | (29 | ) | | 1,219 |
|
Mortgage-backed securities | 4,437,936 |
| | 18,632 |
| | 1.68 |
| | 3,411,011 |
| | 13,122 |
| | 1.54 |
| | 4,135 |
| | 1,375 |
| | 5,510 |
| 5,136,489 |
| | 29,261 |
| | 2.28 |
| | 5,233,293 |
| | 25,351 |
| | 1.94 |
| | 2,441 |
| | 1,469 |
| | 3,910 |
|
Corporate bonds and other | | 135,962 |
| | 1,810 |
| | 5.32 |
| | 63,911 |
| | 991 |
| | 6.20 |
| | 919 |
| | (100 | ) | | 819 |
|
State, county and municipal | — |
| | — |
| | — |
| | 621 |
| | 12 |
| | 7.73 |
| | (12 | ) | | — |
| | (12 | ) | 78 |
| | 3 |
| | 17.14 |
| | — |
| | — |
| | — |
| | 3 |
| | — |
| | 3 |
|
Other | 7,930 |
| | 205 |
| | 10.30 |
| | 3,303 |
| | 126 |
| | 15.13 |
| | 148 |
| | (69 | ) | | 79 |
| |
Marketable equity securities | | 105,641 |
| | 323 |
| | 1.22 |
| | 109,703 |
| | 246 |
| | 0.89 |
| | (10 | ) | | 87 |
| | 77 |
|
Total investment securities | 6,731,183 |
| | 23,211 |
| | 1.38 |
| | 7,110,799 |
| | 19,566 |
| | 1.10 |
| | 1,718 |
| | 1,927 |
| | 3,645 |
| 7,025,889 |
| | 39,946 |
| | 2.27 |
| | 7,044,534 |
| | 31,441 |
| | 1.78 |
| | 4,092 |
| | 4,413 |
| | 8,505 |
|
Overnight investments | 2,774,976 |
| | 2,030 |
| | 0.29 |
| | 2,414,927 |
| | 1,689 |
| | 0.28 |
| | 267 |
| | 74 |
| | 341 |
| 1,131,030 |
| | 6,065 |
| | 2.13 |
| | 2,469,464 |
| | 7,599 |
| | 1.22 |
| | (4,118 | ) | | 2,584 |
| | (1,534 | ) |
Total interest-earning assets | 29,565,715 |
| | $ | 243,289 |
| | 3.27 |
| % | 28,064,279 |
| | $ | 233,313 |
| | 3.30 |
| % | $ | 18,823 |
| | $ | (8,847 | ) | | $ | 9,976 |
| 33,500,732 |
| | $ | 334,495 |
| | 3.97 |
| % | 32,874,233 |
| | $ | 287,191 |
| | 3.47 |
| % | $ | 18,853 |
| | $ | 28,451 |
| | $ | 47,304 |
|
Cash and due from banks | 492,663 |
| | | | | | 562,240 |
| | | | | | | | | | | 282,589 |
| | | | | | 316,851 |
| | | | | | | | | | |
Premises and equipment | 1,129,809 |
| | | | | | 1,129,128 |
| | | | | | | | | | | 1,182,640 |
| | | | | | 1,137,075 |
| | | | | | | | | | |
Receivable from FDIC for loss share agreements | 11,773 |
| | | | | | 45,980 |
| | | | | | | | | | | |
Allowance for loan and lease losses | (205,876 | ) | | | | | | (198,915 | ) | | | | | | | | | | | (221,710 | ) | | | | | | (232,653 | ) | | | | | | | | | | |
Other real estate owned | 65,043 |
| | | | | | 104,095 |
| | | | | | | | | | | 46,000 |
| | | | | | 52,103 |
| | | | | | | | | | |
Other assets | 694,096 |
| | | | | | 669,400 |
| | | | | | | | | | | 835,249 |
| | | | | | 717,111 |
| | | | | | | | | | |
Total assets | $ | 31,753,223 |
| | | | | | $ | 30,376,207 |
| | | | | | | | | | | $ | 35,625,500 |
| | | | | | $ | 34,864,720 |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest-bearing deposits: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Checking with interest | $ | 4,234,147 |
| | $ | 204 |
| | 0.02 |
| % | $ | 4,332,424 |
| | $ | 379 |
| | 0.03 |
| % | $ | (37 | ) | | $ | (138 | ) | | $ | (175 | ) | $ | 5,254,677 |
| | $ | 332 |
| | 0.03 |
| % | $ | 5,028,978 |
| | $ | 262 |
| | 0.02 |
| % | $ | 12 |
| | $ | 58 |
| | $ | 70 |
|
Savings | 1,887,520 |
| | 142 |
| | 0.03 |
| | 1,206,860 |
| | 91 |
| | 0.03 |
| | 51 |
| | — |
| | 51 |
| 2,511,444 |
| | 213 |
| | 0.03 |
| | 2,337,993 |
| | 172 |
| | 0.03 |
| | 12 |
| | 29 |
| | 41 |
|
Money market accounts | 8,175,228 |
| | 1,605 |
| | 0.08 |
| | 8,332,418 |
| | 1,721 |
| | 0.08 |
| | (74 | ) | | (42 | ) | | (116 | ) | 7,971,726 |
| | 4,335 |
| | 0.22 |
| | 8,047,691 |
| | 1,732 |
| | 0.09 |
| | (17 | ) | | 2,620 |
| | 2,603 |
|
Time deposits | 3,200,354 |
| | 2,900 |
| | 0.36 |
| | 3,649,803 |
| | 4,062 |
| | 0.44 |
| | (462 | ) | | (700 | ) | | (1,162 | ) | 2,599,498 |
| | 4,179 |
| | 0.64 |
| | 2,421,749 |
| | 1,623 |
| | 0.27 |
| | 120 |
| | 2,436 |
| | 2,556 |
|
Total interest-bearing deposits | 17,497,249 |
| | 4,851 |
| | 0.11 |
| | 17,521,505 |
| | 6,253 |
| | 0.14 |
| | (522 | ) | | (880 | ) | | (1,402 | ) | 18,337,345 |
| | 9,059 |
| | 0.20 |
| | 17,836,411 |
| | 3,789 |
| | 0.08 |
| | 127 |
| | 5,143 |
| | 5,270 |
|
Repurchase agreements | 728,526 |
| | 471 |
| | 0.26 |
| | 328,470 |
| | 139 |
| | 0.17 |
| | 214 |
| | 118 |
| | 332 |
| 572,442 |
| | 419 |
| | 0.29 |
| | 615,244 |
| | 622 |
| | 0.40 |
| | (43 | ) | | (160 | ) | | (203 | ) |
Other short-term borrowings | 3,203 |
| | 7 |
| | 1.39 |
| | 757,216 |
| | 4,208 |
| | 2.21 |
| | (3,418 | ) | | (783 | ) | | (4,201 | ) | 53,552 |
| | 298 |
| | 2.21 |
| | 107,551 |
| | 1,031 |
| | 3.77 |
| | (603 | ) | | (130 | ) | | (733 | ) |
Long-term obligations | 704,465 |
| | 5,813 |
| | 3.30 |
| | 404,363 |
| | 4,276 |
| | 4.23 |
| | 2,825 |
| | (1,288 | ) | | 1,537 |
| 319,410 |
| | 2,915 |
| | 3.58 |
| | 866,198 |
| | 5,747 |
| | 2.61 |
| | (3,213 | ) | | 381 |
| | (2,832 | ) |
Total interest-bearing liabilities | 18,933,443 |
| | $ | 11,142 |
| | 0.23 |
| % | 19,011,554 |
| | $ | 14,876 |
| | 0.31 |
| % | $ | 2,517 |
| | $ | (2,833 | ) | | $ | 467 |
| 19,282,749 |
| | $ | 12,691 |
| | 0.26 |
| % | 19,425,404 |
| | $ | 11,189 |
| | 0.23 |
| % | $ | (3,732 | ) | | $ | 5,234 |
| | $ | 1,502 |
|
Demand deposits | 9,532,401 |
| | | | | | 8,330,167 |
| | | | | | | | | | | 12,497,812 |
| | | | | | 11,689,432 |
| | | | | | | | | | |
Other liabilities | 420,202 |
| | | | | | 321,581 |
| | | | | | | | | | | 353,025 |
| | | | | | 420,322 |
| | | | | | | | | | |
Shareholders' equity | 2,867,177 |
| | | | | | 2,712,905 |
| | | | | | | | | | | 3,491,914 |
| | | | | | 3,329,562 |
| | | | | | | | | | |
Total liabilities and shareholders' equity | $ | 31,753,223 |
| | | | | | $ | 30,376,207 |
| | | | | | | | | | | $ | 35,625,500 |
| | | | | | $ | 34,864,720 |
| | | | | | | | | | |
Interest rate spread | | | | | 3.04 |
| % | | | | | 2.99 |
| % | | | | | | | | | | 3.71 |
| % | | | | | 3.24 |
| % | | | | | |
Net interest income and net yield | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
on interest-earning assets | | | $ | 232,147 |
| | 3.12 | % | | | $ | 218,436 |
| | 3.09 |
| % | $ | 16,306 |
| | $ | (6,014 | ) | | $ | 10,292 |
| | | $ | 321,804 |
| | 3.82 | % | | | $ | 276,002 |
| | 3.34 |
| % | $ | 22,585 |
| | $ | 23,217 |
| | $ | 45,802 |
|
Loans and leases include PCI loans and non-PCI loans, nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees. Loan fees were $8.0$2.2 million and $4.4$1.9 million for the three months ended December 31, 20152018, and 2014,2017, respectively. 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 rates of 21.0 percent and 35.0 percent for each period andas well as state income tax rates of 5.53.4 percent and 6.23.1 percent for the three months ended December 31, 20152018, and 2014,2017, respectively. The taxable-equivalent adjustment was $1,428$922 and $1,190$1,233 for the three months ended December 31, 20152018, and 2014,2017, respectively. The rate/volume variance is allocated equally between the changes in volume and rate.
Item 9A. 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 Annual 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 wereare effective toand 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.Act in a timely and accurate manner.
NoThere have been no changes in BancShares' internal control over financial reporting occurred during the fourth quarter of 20152018 that have materially affected, or are reasonably likely to materially affect, BancShares' internal control over financial reporting.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of First Citizens BancShares, Inc. (BancShares) is responsible for establishing and maintaining adequate internal control over financial reporting. BancShares’ internal control system was designed to provide reasonable assurance to the company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. As permitted by guidance provided by the Staff of U.S. Securities and Exchange Commission, the scope of management's assessment of internal control over financial reporting as of December 31, 2018, has excluded HomeBancorp, Inc. (HomeBancorp) acquired on May 1, 2018, Capital Commerce Bancorp, Inc. (Capital Commerce) acquired on October 2, 2018, and Palmetto Heritage Bancshares, Inc. (Palmetto Heritage) acquired on November 1, 2018. HomeBancorp, Capital Commerce and Palmetto Heritage represented 1.18 percent, 0.20 percent and 0.08 percent of consolidated revenue (total interest income and total noninterest income), respectively, for the year ended December 31, 2018 and 1.66 percent, 0.59 percent and 0.47 percent of consolidated total assets, respectively, as of December 31, 2018.
BancShares' management assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2015.2018. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that assessment, BancShares' management believes that, as of December 31, 2015,2018, BancShares' internal control over financial reporting is effective based on those criteria.effective.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company's financial reporting. A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.
BancShares' independent registered public accounting firm has issued an audit report on the company's internal control over financial reporting. This report appears on page 62.63.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of First Citizens BancShares, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited First Citizens BancShares, Inc. and Subsidiaries’ (BancShares)(the “Company”) internal control over financial reporting as of December 31, 2015,2018, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). BancShares’Commission. In our opinion, First Citizens BancShares, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018, and our report dated February 20, 2019 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the BancShares’Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also includedrisk and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
As described in Management’s Annual Report on Internal Control Over Financial Reporting, the scope of management’s assessment of internal control over financial reporting as of December 31, 2018 has excluded HomeBancorp, Inc. (HB) acquired on May 1, 2018, Capital Commerce Bancorp, Inc. (CCB) acquired on October 2, 2018 and Palmetto Heritage Bancshares, Inc. (PHB) acquired on November 1, 2018. We have also excluded HB, CCB, and PHB from the scope of our audit of internal control over financial reporting. HB, CCB and PHB represented 1.18 percent, 0.20 percent and 0.08 percent of consolidated revenue (total interest income and total noninterest income) for the year ended December 31, 2018, respectively, and 1.66 percent, 0.59 percent and 0.47 percent of consolidated total assets as of December 31, 2018, respectively.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, First Citizens BancShares, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of BancShares as of December 31, 2015 and 2014, and for each of the years in the three-year period ended December 31, 2015, and our report dated February 24, 2016, expressed an unqualified opinion thereon.
/s/ Dixon Hughes Goodman LLP
Charlotte, North Carolina
February 24, 2016
20, 2019
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of First Citizens BancShares, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of First Citizens BancShares, Inc. and Subsidiaries (BancShares)(the “Company”) as of December 31, 20152018 and 2014, and2017, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the three-year period ended December 31, 2015. These2018, and related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements arepresent fairly, in all material respects, the responsibilityfinancial position of BancShares’ management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We conducted our auditsalso have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States). (“PCAOB”), the Company’s internal control over financial reporting as of December 31 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 20, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Citizens BancShares, Inc. and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), BancShares’ internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commissionand our report dated February 24, 2016, expressed an unqualified opinion thereon.
/s/ Dixon Hughes Goodman LLP
We have served as the Company’s auditor since 2004.
Charlotte, North Carolina
February 24, 201620, 2019
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Balance Sheets
| | (Dollars in thousands, except share data) | December 31, 2015 | | December 31, 2014 | December 31, 2018 | | December 31, 2017 |
Assets | | | | | | |
Cash and due from banks | $ | 534,086 |
| | $ | 604,182 |
| $ | 327,440 |
| | $ | 336,150 |
|
Overnight investments | 2,063,132 |
| | 1,724,919 |
| 797,406 |
| | 1,387,927 |
|
Investment securities available for sale (cost of $6,885,797 at December 31, 2015 and $7,163,574 at December 31, 2014) | 6,861,293 |
| | 7,171,917 |
| |
Investment securities held to maturity (fair value of $265 at December 31, 2015 and $544 at December 31, 2014) | 255 |
| | 518 |
| |
Investment in marketable equity securities (cost of $73,809 at December 31, 2018) | | 92,599 |
| | — |
|
Investment securities available for sale (cost of $4,607,117 at December 31, 2018 and $7,229,014 at December 31, 2017) | | 4,557,110 |
| | 7,180,180 |
|
Investment securities held to maturity (fair value of $2,201,502 at December 31, 2018 and $81 at December 31, 2017) | | 2,184,653 |
| | 76 |
|
Loans held for sale | 59,766 |
| | 63,696 |
| 45,505 |
| | 51,179 |
|
Loans and leases | 20,239,990 |
| | 18,769,465 |
| 25,523,276 |
| | 23,596,825 |
|
Allowance for loan and lease losses | (206,216 | ) | | (204,466 | ) | (223,712 | ) | | (221,893 | ) |
Net loans and leases | 20,033,774 |
| | 18,564,999 |
| 25,299,564 |
| | 23,374,932 |
|
Premises and equipment | 1,135,829 |
| | 1,125,081 |
| 1,204,179 |
| | 1,138,431 |
|
Other real estate owned: | | | | |
Covered under loss share agreements | 6,817 |
| | 22,982 |
| |
Not covered under loss share agreements | 58,742 |
| | 70,454 |
| |
Other real estate owned | | 48,030 |
| | 51,097 |
|
Income earned not collected | 70,036 |
| | 57,254 |
| 109,903 |
| | 95,249 |
|
FDIC loss share receivable | 4,054 |
| | 28,701 |
| |
Goodwill | 139,773 |
| | 139,773 |
| 236,347 |
| | 150,601 |
|
Other intangible assets | 90,986 |
| | 106,610 |
| 72,298 |
| | 73,096 |
|
Other assets | 417,391 |
| | 394,027 |
| 433,595 |
| | 688,594 |
|
Total assets | $ | 31,475,934 |
| | $ | 30,075,113 |
| $ | 35,408,629 |
| | $ | 34,527,512 |
|
Liabilities | | | | | | |
Deposits: | | | | | | |
Noninterest-bearing | $ | 9,274,470 |
| | $ | 8,086,784 |
| $ | 11,882,670 |
| | $ | 11,237,375 |
|
Interest-bearing | 17,656,285 |
| | 17,591,793 |
| 18,789,790 |
| | 18,028,900 |
|
Total deposits | 26,930,755 |
| | 25,678,577 |
| 30,672,460 |
| | 29,266,275 |
|
Short-term borrowings | 594,733 |
| | 987,184 |
| 572,287 |
| | 693,807 |
|
Long-term obligations | 704,155 |
| | 351,320 |
| 319,867 |
| | 870,240 |
|
FDIC loss share payable | 126,453 |
| | 116,535 |
| |
FDIC shared-loss payable | | 105,618 |
| | 101,342 |
|
Other liabilities | 247,729 |
| | 253,903 |
| 249,443 |
| | 261,784 |
|
Total liabilities | 28,603,825 |
| | 27,387,519 |
| 31,919,675 |
| | 31,193,448 |
|
Shareholders’ equity | | | | | | |
Common stock: | | | | | | |
Class A - $1 par value (16,000,000 shares authorized; 11,005,220 shares issued and outstanding at December 31, 2015 and December 31, 2014) | 11,005 |
| | 11,005 |
| |
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at December 31, 2015 and December 31, 2014) | 1,005 |
| | 1,005 |
| |
Class A - $1 par value (16,000,000 shares authorized; 10,623,220 and 11,005,220 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively) | | 10,623 |
| | 11,005 |
|
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at December 31, 2018 and December 31, 2017) | | 1,005 |
| | 1,005 |
|
Preferred stock - $0.01 par value (10,000,000 shares authorized; no shares issued and outstanding at December 31, 2018 and December 31, 2017) | | — |
| | — |
|
Surplus | 658,918 |
| | 658,918 |
| 493,962 |
| | 658,918 |
|
Retained earnings | 2,265,621 |
| | 2,069,647 |
| 3,218,551 |
| | 2,785,430 |
|
Accumulated other comprehensive loss | (64,440 | ) | | (52,981 | ) | (235,187 | ) | | (122,294 | ) |
Total shareholders’ equity | 2,872,109 |
| | 2,687,594 |
| 3,488,954 |
| | 3,334,064 |
|
Total liabilities and shareholders’ equity | $ | 31,475,934 |
| | $ | 30,075,113 |
| $ | 35,408,629 |
| | $ | 34,527,512 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Income
| | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands, except share and per share data) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Interest income | | | | | | | | | | |
Loans and leases | $ | 874,892 |
| | $ | 700,525 |
| | $ | 757,197 |
| $ | 1,073,051 |
| | $ | 955,637 |
| | $ | 876,472 |
|
Investment securities: | | | | | | |
U. S. Treasury | 15,353 |
| | 11,656 |
| | 1,645 |
| |
Government agency | 6,843 |
| | 7,410 |
| | 12,265 |
| |
Mortgage-backed securities | 65,815 |
| | 36,492 |
| | 22,642 |
| |
State, county and municipal | 33 |
| | 13 |
| | 12 |
| |
Other | 206 |
| | 640 |
| | 320 |
| |
Total investment securities interest and dividend income | 88,250 |
| | 56,211 |
| | 36,884 |
| |
Investment securities interest and dividend income | | 150,709 |
| | 121,207 |
| | 96,751 |
|
Overnight investments | 6,067 |
| | 3,712 |
| | 2,723 |
| 21,997 |
| | 26,846 |
| | 14,534 |
|
Total interest income | 969,209 |
| | 760,448 |
| | 796,804 |
| 1,245,757 |
| | 1,103,690 |
| | 987,757 |
|
Interest expense | | | | | | | | | | |
Deposits | 21,230 |
| | 24,786 |
| | 34,495 |
| 22,483 |
| | 16,196 |
| | 18,169 |
|
Short-term borrowings | 4,660 |
| | 9,177 |
| | 2,724 |
| 3,657 |
| | 4,838 |
| | 1,965 |
|
Long-term obligations | 18,414 |
| | 16,388 |
| | 19,399 |
| 10,717 |
| | 22,760 |
| | 22,948 |
|
Total interest expense | 44,304 |
| | 50,351 |
| | 56,618 |
| 36,857 |
| | 43,794 |
| | 43,082 |
|
Net interest income | 924,905 |
| | 710,097 |
| | 740,186 |
| 1,208,900 |
| | 1,059,896 |
| | 944,675 |
|
Provision (credit) for loan and lease losses | 20,664 |
| | 640 |
| | (32,255 | ) | |
Net interest income after provision (credit) for loan and lease losses | 904,241 |
| | 709,457 |
| | 772,441 |
| |
Provision for loan and lease losses | | 28,468 |
| | 25,692 |
| | 32,941 |
|
Net interest income after provision for loan and lease losses | | 1,180,432 |
| | 1,034,204 |
| | 911,734 |
|
Noninterest income | | | | | | | | | | |
Gain on acquisition | 42,930 |
| | — |
| | — |
| |
Cardholder services | 77,342 |
| | 59,607 |
| | 48,360 |
| |
Merchant services | 84,207 |
| | 64,075 |
| | 56,024 |
| |
Service charges on deposit accounts | 90,546 |
| | 69,100 |
| | 60,661 |
| 105,486 |
| | 101,201 |
| | 89,359 |
|
Wealth management services | 82,865 |
| | 66,115 |
| | 59,628 |
| 97,966 |
| | 86,719 |
| | 80,221 |
|
Fees from processing services | 180 |
| | 17,989 |
| | 22,821 |
| |
Securities gains | 10,817 |
| | 29,096 |
| | — |
| |
Cardholder services, net | | 65,478 |
| | 57,583 |
| | 47,319 |
|
Other service charges and fees | 23,807 |
| | 17,760 |
| | 15,696 |
| 30,606 |
| | 28,321 |
| | 27,011 |
|
Gain on extinguishment of debt | | 26,553 |
| | 12,483 |
| | — |
|
Merchant services, net | | 24,504 |
| | 22,678 |
| | 20,900 |
|
Mortgage income | 18,168 |
| | 5,828 |
| | 11,065 |
| 16,433 |
| | 23,251 |
| | 20,348 |
|
Insurance commissions | 11,757 |
| | 11,129 |
| | 10,694 |
| 12,702 |
| | 12,465 |
| | 11,150 |
|
Gain on acquisitions | | — |
| | 134,745 |
| | 5,831 |
|
ATM income | 7,119 |
| | 5,388 |
| | 5,026 |
| 7,980 |
| | 9,143 |
| | 7,283 |
|
Adjustments to FDIC loss share receivable | (19,009 | ) | | (32,151 | ) | | (72,342 | ) | |
Securities gains, net | | 351 |
| | 4,293 |
| | 26,673 |
|
Net impact from FDIC shared-loss agreement terminations | | — |
| | (45 | ) | | 16,559 |
|
Adjustments to FDIC shared-loss receivable | | (6,341 | ) | | (6,232 | ) | | (9,725 | ) |
Marketable equity securities losses, net | | (7,610 | ) | | — |
| | — |
|
Other | 36,359 |
| | 29,277 |
| | 49,749 |
| 26,041 |
| | 35,358 |
| | 34,170 |
|
Total noninterest income | 467,088 |
| | 343,213 |
| | 267,382 |
| 400,149 |
| | 521,963 |
| | 377,099 |
|
Noninterest expense | | | | | | | | | | |
Salaries and wages | 429,742 |
| | 349,279 |
| | 308,936 |
| 527,691 |
| | 490,610 |
| | 443,746 |
|
Employee benefits | 113,309 |
| | 79,898 |
| | 90,479 |
| 118,203 |
| | 105,975 |
| | 94,340 |
|
Occupancy expense | 98,191 |
| | 86,775 |
| | 75,713 |
| 109,169 |
| | 104,690 |
| | 102,609 |
|
Equipment expense | 92,639 |
| | 79,084 |
| | 75,538 |
| 102,909 |
| | 97,478 |
| | 92,501 |
|
Processing fees paid to third parties | | 30,017 |
| | 25,673 |
| | 18,976 |
|
FDIC insurance expense | 18,340 |
| | 12,979 |
| | 10,175 |
| 18,890 |
| | 22,191 |
| | 20,967 |
|
Foreclosure-related expenses | 2,662 |
| | 17,368 |
| | 17,134 |
| |
Collection and foreclosure-related expenses | | 16,567 |
| | 14,407 |
| | 13,379 |
|
Merger-related expenses | 14,174 |
| | 13,064 |
| | 391 |
| 6,462 |
| | 9,015 |
| | 5,341 |
|
Other | 269,858 |
| | 210,629 |
| | 193,014 |
| 147,063 |
| | 142,430 |
| | 145,907 |
|
Total noninterest expense | 1,038,915 |
| | 849,076 |
| | 771,380 |
| 1,076,971 |
| | 1,012,469 |
| | 937,766 |
|
Income before income taxes | 332,414 |
| | 203,594 |
| | 268,443 |
| 503,610 |
| | 543,698 |
| | 351,067 |
|
Income taxes | 122,028 |
| | 65,032 |
| | 101,574 |
| 103,297 |
| | 219,946 |
| | 125,585 |
|
Net income | $ | 210,386 |
| | $ | 138,562 |
| | $ | 166,869 |
| $ | 400,313 |
| | $ | 323,752 |
| | $ | 225,482 |
|
Per share information | | | | | | |
Net income per share | $ | 17.52 |
| | $ | 13.56 |
| | $ | 17.35 |
| $ | 33.53 |
| | $ | 26.96 |
| | $ | 18.77 |
|
Dividends declared per share | 1.20 |
| | 1.20 |
| | 1.20 |
| $ | 1.45 |
| | $ | 1.25 |
| | $ | 1.20 |
|
Average shares outstanding | 12,010,405 |
| | 10,221,721 |
| | 9,618,952 |
| |
Weighted average shares outstanding | | 11,938,439 |
| | 12,010,405 |
| | 12,010,405 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
| | | Year ended December 31 | Year ended December 31 |
| 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
(Dollars in thousands) | | |
Net income | $ | 210,386 |
| | $ | 138,562 |
| | $ | 166,869 |
| $ | 400,313 |
| | $ | 323,752 |
| | $ | 225,482 |
|
Other comprehensive (loss) income | | | | | | | | | | |
Unrealized gains (losses) on securities: | | | | | | |
Change in unrealized securities gains (losses) arising during period | (22,030 | ) | | 54,071 |
| | (50,441 | ) | |
Unrealized gains (losses) on securities available for sale: | | | | | | |
Change in unrealized gains (losses) on securities available for sale arising during period | | 29,170 |
| | 28,166 |
| | (21,530 | ) |
Tax effect | 8,486 |
| | (21,010 | ) | | 19,833 |
| (6,709 | ) | | (10,531 | ) | | 7,584 |
|
Reclassification adjustment for net gains realized and included in income before income taxes | (10,817 | ) | | (29,096 | ) | | — |
| |
Reclassification adjustment for gains included in income before income taxes | | (351 | ) | | (4,293 | ) | | (26,673 | ) |
Tax effect | 4,138 |
| | 11,224 |
| | — |
| 81 |
| | 1,588 |
| | 9,869 |
|
Total change in unrealized gains (losses) on securities, net of tax | (20,223 | ) | | 15,189 |
| | (30,608 | ) | |
Total change in unrealized gains (losses) on securities available for sale, net of tax | | 22,191 |
| | 14,930 |
| | (30,750 | ) |
| | | | | | |
Unrealized losses on securities available for sale transferred to held to maturity: | | | | | | |
Unrealized losses on securities available for sale transferred to held to maturity | | (109,507 | ) | | — |
| | — |
|
Tax effect | | 25,186 |
| | — |
| | — |
|
Reclassification adjustment for accretion of unrealized losses on securities available for sale transferred to held to maturity | | 17,106 |
| | — |
| | — |
|
Tax effect | | (3,934 | ) | | — |
| | — |
|
Total change in unrealized losses on securities available for sale transferred to held to maturity, net of tax | | (71,149 | ) | | — |
| | — |
|
| | | | | | |
Change in fair value of cash flow hedges: | | | | | | | | | | |
Change in unrecognized loss on cash flow hedges | 2,908 |
| | 2,883 |
| | 3,178 |
| — |
| | — |
| | 1,429 |
|
Tax effect | (1,136 | ) | | (1,113 | ) | | (1,320 | ) | — |
| | — |
| | (537 | ) |
Total change in unrecognized loss on cash flow hedges, net of tax | 1,772 |
| | 1,770 |
| | 1,858 |
| — |
| | — |
| | 892 |
|
| | | | | | |
Change in pension obligation: | | | | | | | | | | |
Change in pension obligation | 691 |
| | (78,472 | ) | | 123,557 |
| |
Increase in pension obligation | | (32,012 | ) | | (12,945 | ) | | (70,424 | ) |
Tax effect | (297 | ) | | 30,526 |
| | (48,475 | ) | 7,363 |
| | 4,789 |
| | 25,077 |
|
Amortization of actuarial losses and prior service cost | 11,586 |
| | 5,358 |
| | 17,195 |
| 13,981 |
| | 9,720 |
| | 7,069 |
|
Tax effect | (4,988 | ) | | (2,084 | ) | | (6,689 | ) | (3,216 | ) | | (3,596 | ) | | (2,616 | ) |
Total change in pension obligation, net of tax | 6,992 |
| | (44,672 | ) | | 85,588 |
| (13,884 | ) | | (2,032 | ) | | (40,894 | ) |
Other comprehensive (loss) income | (11,459 | ) | | (27,713 | ) | | 56,838 |
| (62,842 | ) | | 12,898 |
| | (70,752 | ) |
Total comprehensive income | $ | 198,927 |
| | $ | 110,849 |
| | $ | 223,707 |
| $ | 337,471 |
| | $ | 336,650 |
| | $ | 154,730 |
|
| | | | | | |
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
| | | Class A Common Stock | | Class B Common Stock | | Surplus | | Retained Earnings | | Accumulated Other Comprehensive (Loss) Income | | Total Shareholders’ Equity | Class A Common Stock | | Class B Common Stock | | Surplus | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Total Shareholders’ Equity |
(Dollars in thousands, except share data) | | |
Balance at December 31, 2012 | $ | 8,588 |
| | $ | 1,033 |
| | $ | 143,766 |
| | $ | 1,788,343 |
| | $ | (82,106 | ) | | $ | 1,859,624 |
| |
Net income | — |
| | — |
| | — |
| | 166,869 |
| | — |
| | 166,869 |
| |
Other comprehensive income, net of tax | — |
| | — |
| | — |
| | — |
| | 56,838 |
| | 56,838 |
| |
Repurchase of 1,973 shares of Class A common stock | (2 | ) | | — |
| | — |
| | (319 | ) | | — |
| | (321 | ) | |
Cash dividends ($1.20 per share) | — |
| | — |
| | — |
| | (11,548 | ) | | — |
| | (11,548 | ) | |
Balance at December 31, 2013 | 8,586 |
| | 1,033 |
| | 143,766 |
| | 1,943,345 |
| | (25,268 | ) | | 2,071,462 |
| |
Net income | — |
| | — |
| | — |
| | 138,562 |
| | — |
| | 138,562 |
| |
Other comprehensive loss, net of tax | — |
| | — |
| | — |
| | — |
| | (27,713 | ) | | (27,713 | ) | |
Issuance of common stock in connection with the Bancorporation merger, net of issuance costs of $619 | 2,587 |
| | 18 |
| | 561,023 |
| | — |
| | — |
| | 563,628 |
| |
Repurchase and retirement of 167,600 shares of Class A common stock | (168 | ) | | — |
| | (36,140 | ) | | — |
| | — |
| | (36,308 | ) | |
Repurchase and retirement of 45,900 shares of Class B common stock | — |
| | (46 | ) | | (9,731 | ) | | — |
| | — |
| | (9,777 | ) | |
Cash dividends ($1.20 per share) | — |
| | — |
| | — |
| | (12,260 | ) | | — |
| | (12,260 | ) | |
Balance at December 31, 2014 | 11,005 |
| | 1,005 |
| | 658,918 |
| | 2,069,647 |
| | (52,981 | ) | | 2,687,594 |
| |
Balance at December 31, 2015 | | $ | 11,005 |
| | $ | 1,005 |
| | $ | 658,918 |
| | $ | 2,265,621 |
| | $ | (64,440 | ) | | $ | 2,872,109 |
|
Net income | — |
| | — |
| | — |
| | 210,386 |
| | — |
| | 210,386 |
| — |
| | — |
| | — |
| | 225,482 |
| | — |
| | 225,482 |
|
Other comprehensive loss, net of tax | — |
| | — |
| | — |
| | — |
| | (11,459 | ) | | (11,459 | ) | — |
| | — |
| | — |
| | — |
| | (70,752 | ) | | (70,752 | ) |
Cash dividends ($1.20 per share) | — |
| | — |
| | — |
| | (14,412 | ) | | — |
| | (14,412 | ) | — |
| | — |
| | — |
| | (14,412 | ) | | — |
| | (14,412 | ) |
Balance at December 31, 2015 | $ | 11,005 |
| | $ | 1,005 |
| | $ | 658,918 |
| | $ | 2,265,621 |
| | $ | (64,440 | ) | | $ | 2,872,109 |
| |
Balance at December 31, 2016 | | 11,005 |
| | 1,005 |
| | 658,918 |
| | 2,476,691 |
| | (135,192 | ) | | 3,012,427 |
|
Net income | | — |
| | — |
| | — |
| | 323,752 |
| | — |
| | 323,752 |
|
Other comprehensive income, net of tax | | — |
| | — |
| | — |
| | — |
| | 12,898 |
| | 12,898 |
|
Cash dividends ($1.25 per share) | | — |
| | — |
| | — |
| | (15,013 | ) | | — |
| | (15,013 | ) |
Balance at December 31, 2017 | | 11,005 |
| | 1,005 |
| | 658,918 |
| | 2,785,430 |
| | (122,294 | ) | | 3,334,064 |
|
Cumulative effect of adoption of ASU 2016-01 | | — |
| | — |
| | — |
| | 18,715 |
| | (18,715 | ) | | — |
|
Cumulative effect of adoption of ASU 2018-02 | | — |
| | — |
| | — |
| | 31,336 |
| | (31,336 | ) | | — |
|
Net income | | — |
| | — |
| | — |
| | 400,313 |
| | — |
| | 400,313 |
|
Other comprehensive loss, net of tax | | — |
| | — |
| | — |
| | — |
| | (62,842 | ) | | (62,842 | ) |
Repurchase and retirement of 382,000 shares of Class A common stock | | (382 | ) | | — |
| | (164,956 | ) | | — |
| | — |
| | (165,338 | ) |
Cash dividends ($1.45 per share) | | — |
| | — |
| | — |
| | (17,243 | ) | | — |
| | (17,243 | ) |
Balance at December 31, 2018 | | $ | 10,623 |
| | $ | 1,005 |
| | $ | 493,962 |
| | $ | 3,218,551 |
| | $ | (235,187 | ) | | $ | 3,488,954 |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
| | | | | | | | | | | |
| Year ended December 31 |
(dollars in thousands) | 2015 | | 2014 | | 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net income | $ | 210,386 |
| | $ | 138,562 |
| | $ | 166,869 |
|
Adjustments to reconcile net income to cash provided by operating activities: | | | | | |
Provision (credit) for loan and lease losses | 20,664 |
| | 640 |
| | (32,255 | ) |
Deferred tax expense (benefit) | 550 |
| | (33,339 | ) | | 47,646 |
|
Net change in current taxes | (19,477 | ) | | 72,274 |
| | (79,173 | ) |
Depreciation | 87,717 |
| | 75,481 |
| | 70,841 |
|
Net change in accrued interest payable | (2,481 | ) | | 1,457 |
| | (2,616 | ) |
Net change in income earned not collected | (12,782 | ) | | 6,402 |
| | (724 | ) |
Gain on acquisition | (42,930 | ) | | — |
| | — |
|
Gain on branch sale | (216 | ) | | — |
| | — |
|
Gain on sale of processing services, net | — |
| | — |
| | (4,085 | ) |
Securities gains | (10,817 | ) | | (29,096 | ) | | — |
|
Origination of loans held for sale | (685,631 | ) | | (377,993 | ) | | (393,908 | ) |
Proceeds from sale of loans held for sale | 701,412 |
| | 398,719 |
| | 443,708 |
|
Gain on sale of loans | (11,851 | ) | | (4,971 | ) | | (10,738 | ) |
Net writedowns/losses on other real estate | 2,168 |
| | 14,275 |
| | 6,686 |
|
Gain on elimination of acquired debt | — |
| | (1,988 | ) | | — |
|
Net amortization of premiums and discounts | (85,066 | ) | | (48,374 | ) | | (112,759 | ) |
Amortization of intangible assets | 22,894 |
| | 6,955 |
| | 2,309 |
|
Reduction in FDIC receivable for loss share agreements | 47,044 |
| | 27,666 |
| | 71,771 |
|
Increase in FDIC payable for loss share agreements | 9,918 |
| | 6,933 |
| | 7,821 |
|
Net change in other assets | (12,904 | ) | | (72,680 | ) | | 100,437 |
|
Net change in other liabilities | 14,458 |
| | 1,319 |
| | 49,177 |
|
Net cash provided by operating activities | 233,056 |
| | 182,242 |
| | 331,007 |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
Net change in loans outstanding | (1,311,447 | ) | | (814,372 | ) | | 323,436 |
|
Purchases of investment securities available for sale | (2,467,993 | ) | | (2,518,680 | ) | | (2,671,420 | ) |
Proceeds from maturities/calls of investment securities held to maturity | 263 |
| | 389 |
| | 435 |
|
Proceeds from maturities/calls of investment securities available for sale | 1,478,608 |
| | 2,482,722 |
| | 2,437,851 |
|
Proceeds from sales of investment securities available for sale | 1,286,120 |
| | 422,652 |
| | — |
|
Net change in overnight investments | (338,213 | ) | | 221,730 |
| | (416,144 | ) |
Cash (paid to) received from the FDIC for loss share agreements | (33,296 | ) | | (1,286 | ) | | 19,373 |
|
Proceeds from sales of other real estate | 80,932 |
| | 89,485 |
| | 147,550 |
|
Proceeds from sales of residential mortgage loans | 45,862 |
| | — |
| | — |
|
Additions to premises and equipment | (89,734 | ) | | (82,708 | ) | | (66,037 | ) |
Net cash used in branch sale | (22,242 | ) | | — |
| | — |
|
Business acquisitions, net of cash acquired | 123,137 |
| | 182,370 |
| | — |
|
Net cash used by investing activities | (1,248,003 | ) | | (17,698 | ) | | (224,956 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Net decrease in time deposits | (590,773 | ) | | (499,869 | ) | | (699,005 | ) |
Net increase in demand and other interest-bearing deposits | 1,607,487 |
| | 497,692 |
| | 487,046 |
|
Net decrease in short-term borrowings | (397,952 | ) | | (25,321 | ) | | (57,087 | ) |
Repayment of long-term obligations | (5,896 | ) | | (54,301 | ) | | (4,152 | ) |
Origination of long-term obligations | 350,000 |
| | — |
| | 70,000 |
|
Stock issuance costs | — |
| | (619 | ) | | — |
|
Repurchase of common stock | — |
| | — |
| | (321 | ) |
Cash dividends paid | (18,015 | ) | | (11,543 | ) | | (8,663 | ) |
Net cash provided (used) by financing activities | 944,851 |
| | (93,961 | ) | | (212,182 | ) |
Change in cash and due from banks | (70,096 | ) | | 70,583 |
| | (106,131 | ) |
Cash and due from banks at beginning of period | 604,182 |
| | 533,599 |
| | 639,730 |
|
Cash and due from banks at end of period | $ | 534,086 |
| | $ | 604,182 |
| | $ | 533,599 |
|
CASH PAYMENTS FOR: | | | | | |
Interest | $ | 46,785 |
| | $ | 48,894 |
| | $ | 59,234 |
|
Income taxes | 136,900 |
| | 127,970 |
| | 102,890 |
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | |
Transfers of loans to other real estate | 55,032 |
| | 65,956 |
| | 92,125 |
|
Dividends declared but not paid | — |
| | 3,603 |
| | 2,885 |
|
Reclassification of reserve for unfunded commitments to allowance for loan and lease losses | — |
| | — |
| | 7,368 |
|
Repurchase and retirement of common stock | — |
| | (46,085 | ) | | — |
|
Issuance of common stock associated with Bancorporation merger | — |
| | 564,248 |
| | — |
|
|
| | | | | | | | | | | |
| Year ended December 31 |
(Dollars in thousands) | 2018 | | 2017 | | 2016 |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net income | $ | 400,313 |
| | $ | 323,752 |
| | $ | 225,482 |
|
Adjustments to reconcile net income to cash provided by operating activities: | | | | | |
Provision for loan and lease losses | 28,468 |
| | 25,692 |
| | 32,941 |
|
Deferred tax (benefit) expense | (13,377 | ) | | 125,838 |
| | 33,146 |
|
Net decrease (increase) in current taxes receivable | 23,353 |
| | (10,616 | ) | | (24,380 | ) |
Depreciation | 96,781 |
| | 90,804 |
| | 88,777 |
|
Net (decrease) increase in accrued interest payable | (240 | ) | | 155 |
| | (1,916 | ) |
Net increase in income earned not collected | (10,785 | ) | | (8,899 | ) | | (7,805 | ) |
Gain on acquisitions | — |
| | (134,745 | ) | | (5,831 | ) |
Securities gains, net | (351 | ) | | (4,293 | ) | | (26,673 | ) |
Marketable equity securities losses, net | 7,610 |
| | — |
| | — |
|
Loss on termination of FDIC shared-loss agreements | — |
| | 45 |
| | 3,377 |
|
Origination of loans held for sale | (593,307 | ) | | (622,503 | ) | | (795,963 | ) |
Proceeds from sale of loans held for sale | 608,549 |
| | 660,808 |
| | 797,123 |
|
Gain on sale of loans held for sale | (11,210 | ) | | (14,843 | ) | | (15,795 | ) |
Gain on sale of portfolio loans | — |
| | (1,007 | ) | | (3,758 | ) |
Net write-downs/losses on other real estate | 4,390 |
| | 4,460 |
| | 6,201 |
|
Loss/(gain) on sale of premises and equipment | 2,452 |
| | (524 | ) | | — |
|
Gain on extinguishment of debt | (26,553 | ) | | (919 | ) | | (1,717 | ) |
Net accretion of premiums and discounts | (36,567 | ) | | (40,028 | ) | | (44,618 | ) |
Amortization of intangible assets | 23,648 |
| | 22,842 |
| | 21,808 |
|
Net increase (decrease) in FDIC payable for shared-loss agreements | 4,276 |
| | 4,334 |
| | (11,245 | ) |
Originations of mortgage servicing rights | (5,258 | ) | | (7,178 | ) | | (5,931 | ) |
Net decrease (increase) in other assets | 304,503 |
| | (31,978 | ) | | (7,197 | ) |
Net decrease in other liabilities | (40,895 | ) | | (25,939 | ) | | (25,520 | ) |
Net cash provided by operating activities | 765,800 |
| | 355,258 |
| | 230,506 |
|
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
Net increase in loans outstanding | (1,023,885 | ) | | (1,213,686 | ) | | (1,214,433 | ) |
Purchases of investment securities available for sale | (1,451,287 | ) | | (3,648,312 | ) | | (4,086,855 | ) |
Purchases of investment securities held to maturity | (97,827 | ) | | — |
| | — |
|
Purchases of marketable equity securities | (2,818 | ) | | — |
| | — |
|
Proceeds from maturities/calls of investment securities held to maturity | 296,632 |
| | 22 |
| | 157 |
|
Proceeds from maturities/calls of investment securities available for sale | 1,564,730 |
| | 1,842,563 |
| | 2,149,130 |
|
Proceeds from sales of investment securities available for sale | 151,754 |
| | 1,345,746 |
| | 1,829,305 |
|
Proceeds from sales of marketable equity securities | 9,528 |
| | — |
| | — |
|
Net change in overnight investments | 601,979 |
| | 586,279 |
| | 233,433 |
|
Cash paid to the FDIC for shared-loss agreements | (3,567 | ) | | (7,440 | ) | | (21,059 | ) |
Net cash paid to the FDIC for termination of shared-loss agreements | — |
| | (285 | ) | | (20,115 | ) |
Proceeds from sales of other real estate | 28,128 |
| | 40,709 |
| | 34,944 |
|
Proceeds from sales of premises and equipment | 1,721 |
| | 3,061 |
| | — |
|
Proceeds from sales of portfolio loans | 9,591 |
| | 162,649 |
| | 77,665 |
|
Purchases of premises and equipment | (140,444 | ) | | (84,798 | ) | | (81,841 | ) |
Net cash (paid in) received from acquisitions | (155,126 | ) | | 304,820 |
| | (727 | ) |
Net cash used in investing activities | (210,891 | ) | | (668,672 | ) | | (1,100,396 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
Net increase (decrease) in time deposits | 33,023 |
| | (538,250 | ) | | (505,548 | ) |
Net increase in demand and other interest-bearing deposits | 457,196 |
| | 539,120 |
| | 1,287,856 |
|
Net decrease in short-term borrowings | (246,517 | ) | | (44,680 | ) | | (33,072 | ) |
Repayment of long-term obligations | (752,447 | ) | | (6,955 | ) | | (9,279 | ) |
Origination of long-term obligations | 125,000 |
| | 175,000 |
| | 150,000 |
|
Repurchase of common stock | (163,095 | ) | | — |
| | — |
|
Cash dividends paid | (16,779 | ) | | (14,412 | ) | | (14,412 | ) |
Net cash (used in) provided by financing activities | (563,619 | ) | | 109,823 |
| | 875,545 |
|
Change in cash and due from banks | (8,710 | ) | | (203,591 | ) | | 5,655 |
|
Cash and due from banks at beginning of period | 336,150 |
| | 539,741 |
| | 534,086 |
|
Cash and due from banks at end of period | $ | 327,440 |
| | $ | 336,150 |
| | $ | 539,741 |
|
| | | | | |
| | | | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | |
Cash paid during the period for: | | | | | |
Interest | $ | 37,097 |
| | $ | 43,639 |
| | $ | 44,998 |
|
Income taxes | 73,806 |
| | 88,565 |
| | 108,741 |
|
Noncash investing and financing activities: | | | | | |
Transfers of loans to other real estate | 23,375 |
| | 34,980 |
| | 35,272 |
|
Dividends declared but not paid | 4,668 |
| | 4,204 |
| | — |
|
Reclassification of portfolio loans (from) to loans held for sale | (2,433 | ) | | 161,719 |
| | 73,907 |
|
Transfer of investment securities available for sale to held to maturity | 2,485,761 |
| | — |
| | — |
|
Transfer of investment securities available for sale to marketable equity securities | 107,578 |
| | — |
| | — |
|
Premises and equipment acquired through capital leases and other financing arrangements | 12,196 |
| | 5,327 |
| | — |
|
Transfers of premises and equipment to other real estate | 1,622 |
| | — |
| | — |
|
Unsettled sales of investment securities | — |
| | 309,623 |
| | — |
|
Unsettled common stock repurchases | (2,243 | ) | | — |
| | — |
|
See accompanying Notes to Consolidated Financial Statements.
First Citizens BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE A
ACCOUNTING POLICIES AND BASIS OF PRESENTATION
GeneralNature of Operations
First Citizens BancShares, Inc. (BancShares)("BancShares," "we," "us," "our" or "the Bank") is a financial holding company organized under the laws of Delaware and conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company (FCB)("FCB"), which is headquartered in Raleigh, North Carolina.
On January 1, 2014, FCB completed its merger with 1st Financial Services Corporation (1st Financial) of Hendersonville, NC BancShares and its wholly-owned subsidiary, Mountain 1st Bank & Trust Company (Mountain 1st).
On October 1, 2014,subsidiaries operate 551 branches in 19 states predominantly located in the Midwest, Southeast, and Southwest regions of the United States. BancShares completedseeks to meet the mergerfinancial needs of individuals and commercial entities in its market areas through a wide range of retail and commercial banking services. Loan services include various types of commercial, business and consumer lending. Deposit services include checking, savings, money market and time deposit accounts. First Citizens Bancorporation, Inc. (Bancorporation) withWealth Management provides holistic, goals-based advisory services encompassing a broad range of client deliverables. These deliverables include wealth planning, discretionary investment advisory services, insurance, brokerage, defined benefit and into BancShares pursuant to an Agreementdefined contribution services, private banking, trust, fiduciary, philanthropy and Planspecial asset services.
Principles of Merger dated June 10, 2014, as amended on July 29, 2014. On January 1, 2015, First Citizens BankConsolidation and Trust Company, Inc. (FCB-SC) merged with and into FCB. AsBasis of December 31, 2015, FCB remained the single banking subsidiary of BancShares.
On February 13, 2015, FCB entered into an agreement with the Federal Deposit Insurance Corporation (FDIC), as Receiver, to purchase certain assets and assume certain liabilities of Capitol City Bank & Trust (CCBT). The CCBT merger was accounted for under the acquisition method of accounting. The purchased assets, assumed liabilities, and identifiable intangible assets were recorded at their acquisition date estimated fair values. Fair values are subject to refinement for up to one year after the closing date of the transaction as additional information regarding closing date fair values becomes available. See Note B for additional information regarding the CCBT merger.Presentation
The accounting and reporting policies of BancShares and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America (GAAP). Additionally, where applicable, and general practices within the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. The following is a summary of BancShares' more significant accounting policies.
Nature of Operations
FCB operates 559 branches in North Carolina, South Carolina, Virginia, West Virginia, Maryland, Tennessee, California, Washington, Florida, Georgia, Texas, Arizona, New Mexico, Colorado, Oregon, Missouri, Oklahoma, Kansas and the District of Columbia. FCB provides full-service banking services designed to meet the needs of retail and commercial customers in the markets in which they operate. The services provided include transaction and savings deposit accounts, commercial and consumer loans, trust and asset management. Investment services, including sales of annuities and third party mutual funds are offered through First Citizens Investor Services, Inc. (FCIS) and First Citizens Securities Corporation (FCSC), and title insurance is offered through Neuse Financial Services, Inc. FCSC merged into FCIS effective January 1, 2016.
Principles of Consolidation and Segment Reportingindustry.
The consolidated financial statements of BancShares include the accounts of BancShares and thoseits subsidiaries, that are majority owned by BancSharescertain partnership interests and over which BancShares exercises control. In consolidation, allvariable interest entities. All significant intercompany accounts and transactions are eliminated. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless GAAP requires otherwise.eliminated upon consolidation. BancShares operates with centralized management and combined reporting,reporting; thus, BancShares operates as one consolidated reportable segment.
Variable interest entities (VIEs) are legal entities that either do not have sufficient equity to finance their activities without the support from other parties or whose equity investors lack a controlling financial interest. FCB has investments in certain partnerships and limited liability entities primarily for the purposes of fulfilling Community Reinvestment Act requirements and/or obtaining tax credits. The entitiesthat have been evaluated and determined to be variable interest entities (VIEs). VIEs are legal entities in which equity investors do not have sufficient equity at risk for the entity to independently finance its activities, or as a group, the holders of the equity investment at risk lack the power through voting or similar rights to direct the activities of the entity that most significantly impact its economic performance, or do not have the obligation to absorb the expected losses of the entity or the right to receive expected residual returns of the entity.VIEs. Consolidation of a VIE is considered appropriate if a reporting entity holds a controlling financial interest in the VIE. Analysis of these investments concluded thatVIE and is the primary beneficiary. FCB is not the primary beneficiary and does not hold a controlling interest in the VIEs and, therefore,as it does not have the power to direct the activities that most significantly impact the VIEs economic performance. As such, assets and liabilities of these entities are not consolidated into the financial statements of FCB or BancShares. The recorded investment in these entities is reported within other assets in BancShares'the Consolidated Balance Sheets.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Reclassifications
In certain instances, amounts reported in prior years' 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 that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.reported. Actual results could differ from those estimates, and different assumptions in the application of these policies could result in material changes in BancShares' consolidated financial position, the consolidated results of its operations or related disclosures. Materialestimates. The estimates that BancShares considers significant are particularly susceptible to significant change include:
Allowancethe allowance for loan and lease losses,
Fair fair value of financial instruments, including acquiredmeasurements, FDIC shared-loss payable, pension plan assumptions, goodwill and other intangible assets and assumed liabilities
Pension plan assumptions
Cash flow estimates on purchased credit-impaired (PCI) loans
Receivable from and payable to the FDIC for loss share agreements
Income tax assets, liabilities and expenseincome taxes.
Business Combinations
BancShares accounts for all business combinations using the acquisition method of accounting. Under this method of accounting, acquired assets and assumed liabilities are included with the acquirer's accounts as of the date of acquisition, with any excess of purchase price over the fair value of the net assets acquired recognized as either finite lived intangibles or capitalized as goodwill. In addition, acquisition-relatedacquisition related costs and restructuring costs are recognized as period expenses as incurred. See Note B for additional information regarding business combinations.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks, interest-bearing deposits with banks and federal funds sold. Cash and cash equivalents have initial maturities of three months or less. The carrying value of cash and cash equivalents approximates its fair value due to its short-term nature.
InvestmentDebt Securities
BancShares classifies marketable investmentdebt securities as held to maturity or available for sale or trading. Interest income and dividends on securities are recognized in interest income on an accrual basis. Premiums and discounts on debt securities are amortized as an adjustment to interest income using the interest method. At December 31, 2015 and 2014, BancShares had no investment securities held for trading purposes.
sale. Debt securities are classified as held to maturity wherewhen BancShares has both the intent and ability to hold the securities to maturity. These securitiesmaturity and are reported at amortized cost.
Investment Other debt securities that may be sold to meet liquidity needs arising from unanticipated deposit and loan fluctuations, changes in regulatory capital requirements or unforeseen changes in market conditions, are classified as available for sale. Securities available for sale areand reported at estimated fair value, with unrealized gains and losses, net of income taxes, reported in accumulated other comprehensive income or loss, netAccumulated Other Comprehensive Income (AOCI). Amortization of deferred income taxes,premiums and accretion of discounts for debt securities are included in the shareholders' equity section of the Consolidated Balance Sheets. Gains orinterest income. Realized gains and losses realized from the sale of debt securities available for sale are determined by specific identification on a trade date basis and are included in noninterest income.
BancShares evaluates each held to maturity and available for sale security in a loss position for other-than-temporary impairment (OTTI) at least quarterly. BancShares considers such factors as the length of time and the extent to which the market value has been below amortized cost, long termlong-term expectations and recent experience regarding principal and interest payments, BancShares' intent to sell, and whether it is more likely than not that it would be required to sell those securities
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before the anticipated recovery of the amortized cost basis.cost. The credit component of an OTTI loss is recognized in earnings and the non-credit component is recognized in accumulated other comprehensive incomeAOCI in situations where BancShares does not intend to sell the security, and it is more likely than not that BancShares will not be required to sell the security prior to recovery.
NonmarketableEquity Securities
Federal law requiresEquity securities are recorded on a member institutiontrade date basis and measured at fair value. Realized and unrealized gains and losses are determined by specific identification and are included in noninterest income. Non-marketable equity securities are securities that do not have readily determinable fair values and are measured at cost. BancShares evaluates its non-marketable equity securities for impairment and recoverability of the recorded investment by considering positive and negative evidence, including the profitability and asset quality of the issuer, dividend payment history and recent redemption experience. Impairment is assessed at each reporting period and if identified, is recognized in noninterest income. Non-marketable equity securities are recorded within other assets in the Consolidated Balance Sheets.
Other Securities
Membership in the Federal Home Loan Bank (FHLB) system to purchase and hold("FHLB") network requires ownership of FHLB restricted stock of its district FHLB according to a predetermined formula.stock. This stock is restricted in that it may only be sold to the FHLB and all sales must be at par. Accordingly, the FHLB restricted stock is carried at cost, less any applicable impairment charges.
Nonmarketable securities are periodically evaluated for impairment. BancShares considers positivecharges 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 recorded investment. Nonmarketable securities areis recorded within other assets in BancShares’the Consolidated Balance Sheets. FHLB and nonmarketable securities were $37.7restricted stock was $25.3 million and $52.8$52.7 million at December 31, 20152018 and 2014,2017, respectively.
Investments in Qualified Affordable Housing Projects
BancShares and FCB have investments in qualified affordable housing projects primarily for the purposes of fulfilling Community Reinvestment Act requirements and obtaining tax credits. These investments are accounted for using the proportional amortization method if certain conditions are met. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the tax credits and other tax benefits received, and the net investment performance is recognized in the income statement as a component of income tax expense. All of the investments held in qualified affordable housing projects qualify for the proportional amortization method and totaled $147.3 million and $128.0 million at December 31, 2018 and December 31, 2017, respectively, and are included in other assets in the Consolidated Balance Sheets.
Loans Held For Sale
BancShares has elected to apply the fair value option for new originations of prime residential mortgage loans to be sold. BancShares elected the fair value option in 2014 and accounts for the forward commitments used to economically hedge the loans held for sale at fair value. Gains and losses on sales of mortgage loans are recognized in the Consolidated Statements of Income inwithin mortgage income. Origination fees collected and costs incurred are deferred and recorded in mortgage income in the period the corresponding loan isloans are sold.
Loans and Leases
BancShares' accounting methods for loans and leases differ dependingdepends on whether they are originated or purchased, and if purchased, whether or not the loans reflect credit impaired (PCI) or non-PCI.deterioration at the date of acquisition.
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Non-Purchased Credit Impaired (Non-PCI) Loans and Leases
Loans and leasesNon-PCI loans consist of loans originated by Bancshares or loans purchased from other institutions that do not reflect 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 on non-PCI loans.costs. Nonrefundable fees collected and certain direct costs incurred related to loan originations are deferred and recorded as an adjustment to loans and leases outstanding. The net amount of the nonrefundable fees and costs areis amortized to interest income over the contractual lives using methods that approximate a constant yield. Net deferred fees on non-PCI
Purchased non-credit impaired loans including unearned income and unamortized costs, fees, premiums and discounts, were $16.6 million and $20.8 million at December 31, 2015 and 2014, respectively.
Non-PCIare acquired loans include originated commercial, originated noncommercial, purchased non-impaired loans, purchased leases and certain purchased revolving credit. For purchased non-impaired loans to be included as non-PCI, it must be determined that the loans do not have a discountreflect credit deterioration at least in part due to credit qualityacquisition. These loans are recorded at fair value at the timedate of acquisition. The difference between the fair value and the unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the estimatedcontractual life of the loansloan using a method that approximates the effective interest method.
Purchased Credit Impaired (PCI) Loans and Leases
PCIPurchased loans and leases are recorded at fair value at the date of acquisition. No allowance for loan and lease losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk.
PCI loans and leases are evaluated at acquisition and where a discount is required at least in part due to credit, the loans are accounted for under the guidance in Accounting Standards Codification (ASC) 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased impaired loans and leaseswhich reflect credit deterioration since origination such that it is probable at acquisition that BancShares will be unable to collect all contractually required payments. As of the acquisition date, the difference between contractually required payments and the cash flows expected to be collected is the nonaccretable difference, which is includedare classified as a reduction to the carrying amount ofPCI loans. PCI loans and leases.are recorded at fair value at the date of acquisition. If the timing and amount of the future cash flows iscan be reasonably estimable,estimated, any excess of cash flows expected at acquisition over the estimated fair value is the accretable yield and isare recognized inas interest income over the asset's remaining life using the effective yield method.
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Over the life of PCI loans and leases, BancShares continues to estimate cash flows expected to be collected on individual loans and leases or on pools of loans and leases sharing common risk characteristics. BancShares evaluates at each balance sheet date whether the estimated cash flows and corresponding present value of its loans and leases determined using the effective interest rates has decreased and if so, recognizes provision for loan and lease losses in its Consolidated Statements of Income. For any increases in cash flows expected to be collected, BancShares adjusts any prior recorded allowance for loan and lease losses first through a reversal of previously recognized allowance through provision expense, and then the amount of accretable yield recognized on a prospective basis over the loan's or pool's remaining life.
For non-pooled PCI loans and leases, accretion income is recognized except for situations when the timing and amount of future cash flows cannot be determined. PCI loans and leases with uncertain future cash flows are accounted for under the cost recovery method and those loans and leases are generally reported as nonaccrual.
For PCI loans and leases where the cash flow analysis was initially performed at the loan pool level, the amount of accretable yield and nonaccretable difference is determined at the pool level. Each loan pool is made up of assets with similar characteristics at the date of acquisition including loan type, collateral type and performance status. All loan pools that have accretable yield to be recognized in interest income are classified as accruing regardless of the status of individual loans within the pool.
Impaired Loans, Troubled Debt Restructurings (TDR) and Nonperforming Assets
Management will deem non-PCI loans and leases to be impaired when, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement. Generally, management considers the following loans to be impaired: all TDR loans, commercial and consumer relationships which are nonaccrual or 90+ days past due and greater than $500,000 as well as any other loan management deems impaired. When the ultimate collectability of an impaired loan's principal is doubtful, all cash receipts are applied to principal. Once the recorded principal balance has been reduced to zero, future cash receipts are applied first to all previously charged off principal until fully collected, then to interest income, to the extent that any interest has been foregone.
A loan is considered a 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. TDRs are undertaken in order to improve the likelihood of collection on the loan and may result in a stated interest rate lower than the current market rate for new debt with similar risk, other modifications to the structure of the loan that fall outside of normal underwriting policies and procedures or, in certain limited circumstances, forgiveness of principal or interest. Modifications of PCI loans that are part of a pool accounted for as a single asset are not designated as TDRs. Modifications of non-pooled PCI loans are designated as TDRs in the same manner as non-PCI loans. TDRs can be loans remaining on nonaccrual, moving to nonaccrual or continuing on accruing status, depending on the individual facts and circumstances of the borrower. In circumstances where a portion of the loan balance is charged off, BancShares typically classifies the remaining balance as nonaccrual.
In connection with commercial TDRs, the decision to maintain a loan that has been restructured on accrual status is based on a current credit evaluation of the borrower's financial condition and prospects for repayment under the modified terms. This evaluation includes consideration of the borrower's current capacity to pay, which may include a review of the borrower's current financial statements, an analysis of cash flow documenting the borrower's capacity to pay all debt obligations and an evaluation of secondary sources of payment from the borrower and any guarantors. This evaluation also includes an evaluation of the borrower's current willingness to pay, which may include a review of past payment history, an evaluation of the borrower's willingness to provide information on a timely basis and consideration of offers from the borrower to provide additional collateral or guarantor support. The credit evaluation also reflects consideration of the adequacy of collateral to cover all principal and interest and trends indicating improving profitability and collectability of receivables.
Nonaccrual TDRs may be returned to accrual status based on a current credit evaluation of the borrower's financial condition and prospects for repayment under the modified terms. This evaluation includes consideration of the borrower's sustained historical repayment performance for a reasonable period, generally a minimum of six months, prior to the date on which the loan is returned to accrual status. Sustained historical repayment performance for a reasonable time prior to the restructuring may also be considered.
Nonperforming assets include nonaccrual loans and leases and foreclosed property. Foreclosed property consists of real estate and other assets acquired as a result of loan defaults.
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BancShares classifies all non-PCI loans and leases as past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent. Generally, commercial loans are placed on nonaccrual status when principal or interest becomes 90 days past due or when it is probable that principal or interest is not fully collectible, whichever occurs first. Once a loan is placed on nonaccrual status it is evaluated for impairment and a charge-off is recorded in the amount of the impairment if the loss is deemed confirmed. Consumer loans are subject to mandatory charge-off at a specified delinquency date consistent with regulatory guidelines.
Generally, when loans and leases are placed on nonaccrual status all previously uncollected accrued interest is reversed from interest income. All payments received thereafter are applied as a reduction of the remaining principal balance as long as concern exists as to the ultimate collection of the principal. Loans and leases are generally removed from nonaccrual status when they become current as to both principal and interest and concern no longer exists as to the collectability of principal and interest.
Other Real Estate Owned (OREO) acquired as a result of foreclosure is carried at net realizable value (NRV). Net realizable value equals fair value less estimated selling costs. Any excess of recorded investment in the loan over NRV at the time of foreclosure is booked against the allowance for loan and lease losses as a charge-off. Any excess in NRV over recorded investment in the loan at the time of foreclosure is recorded as a recovery of prior charge-off, if any, up to the amount of prior charge-off with excess recorded as an offset to foreclosure-related expense.
OREO is subject to periodic revaluations of the underlying collateral, at least annually. The periodic revaluations are generally based on the appraised value of the property and may include additional adjustments based upon management's review of the valuation and specific knowledge of the OREO. Routine maintenance costs, subsequent declines in market value and net losses on disposal are included in foreclosure-related expense. Gains and losses resulting from the sale or write down of OREO and income and expenses related to its operation are recorded in foreclosure-related expense.
OREO covered by loss share agreements with the FDIC (covered OREO) is reported exclusive of expected reimbursement of cash flows from the FDIC at NRV. Subsequent downward adjustments to the estimated recoverable value of covered OREO result in a reduction in covered OREO, a charge to foreclosure-related expenses and an increase in the FDIC receivable for the estimated amount to be reimbursed, with a corresponding amount recorded as an adjustment to FDIC receivable. Covered OREO is discussed in more detail below.
Covered Assets and Receivable from FDIC for Loss Share Agreements
Assets subject to loss share agreements with the FDIC include certain loans and OREO. These loss share agreements afford BancShares significant protection as they cover realized losses on certain loans and other assets purchased from the FDIC during the time period specified in the agreements. Realized losses covered include loan contractual balances, accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired and certain direct costs, less cash or other consideration received by BancShares.
The FDIC receivable is recorded at fair value at the acquisition date of the indemnified assets and is measured on the same basis as the underlying loans, subject to collectability and/or contractual limitations. The fair value of the loss share agreements on the acquisition date reflects the discounted reimbursements expected to be received from the FDIC, using an appropriate discount rate, which is based on the market rate for a similar term security at the time of the acquisition adjusted for additional risk premium.
The loss share agreements continue to be valued on the same basis as the related indemnified assets. Because the PCI loans are subject to the accounting prescribed by ASC 310-30, subsequent changes to the basis of the loss share agreements also follow that model. Deterioration in the credit quality of the loans, which is immediately recorded as an adjustment to the allowance for loan and lease losses, would immediately increase the FDIC receivable, with the offset recorded through the Consolidated Statements of Income in other noninterest income. Improvements in the credit quality or cash flows of loans, which is reflected as an adjustment to yield and accreted into income over the remaining life of the loans, decrease the FDIC receivable, with such decrease being amortized into income over (1) the same period as the underlying loans or (2) the life of the loss share agreements, whichever is shorter. Loss assumptions used in the basis of the indemnified loans are consistent with the loss assumptions used to measure the indemnification asset. Discounts and premiums reflecting the estimated timing of expected reimbursements are accreted into income over the life of the loss share agreements.
Collection and other servicing costs related to loans covered under FDIC loss share agreements are charged to noninterest expense as incurred. A receivable fromusing the FDIC is recorded for the estimated amount of such expenses that are expected to be reimbursed and results in an increase to noninterest income. The estimated amount of such reimbursements is determined by
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several factors including the existence of loan participation agreements with other financial institutions, the presence of partial guarantees from the Small Business Administration and whether a reimbursable loss has been recorded on the loan for which collection and servicing costs have been incurred. Future adjustmentseffective yield method. Subsequent to the receivable from the FDIC may be necessary as additional information becomes available related to the amount of previously recorded collection and other servicing costs that will actually be reimbursed by the FDIC and the probable timing of such reimbursements.
Payable to the FDIC for Loss Share Agreements
The purchase and assumption agreements for certain FDIC-assisted transactions include payments that may be owed to the FDIC at the termination of the loss share agreements. The payment is due to the FDIC 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 liability is calculated by discounting estimated future payments and is reported in the Consolidated Balance Sheets as an FDIC loss share payable. The ultimate settlement amount of the payment is dependent upon the performance of the underlying covered loans, the passage of time and actual claims submitted to the FDIC.
Allowance for Loan and Lease Losses (ALLL)
The ALLL represents management's best estimate of probable credit losses within the loan and lease portfolio at the balance sheet date. Management determines the ALLL based on an ongoing evaluation. This evaluation is inherently subjective because it requires material estimates, including the amount and timing of cash flows expected to be received on PCI loans. Those estimates are susceptible to significant change. Adjustments to the ALLL are recorded with a corresponding entry to provision for loan and lease losses. Loan and lease balances deemed to be uncollectible are charged off against the ALLL. Recoveries of amounts previously charged off are generally credited to the ALLL.
Accounting standards require the presentation of certain information at the portfolio segment level, which represents the level at which the company has developed and documents a systematic methodology to determine its ALLL. BancShares evaluates its loan and lease portfolio using three portfolio segments; non-PCI commercial, non-PCI noncommercial and PCI. The non-PCI commercial segment includes commercial construction and land development, commercial mortgage, commercial and industrial, lease financing and other commercial real estate loans and the related ALLL is calculated based on a risk-based approach as reflected in credit risk grades assigned to individual loans. The non-PCI noncommercial segment includes noncommercial construction and land development, residential mortgage, revolving mortgage and consumer loans and the related ALLL is determined using a delinquency-based approach.
BancShares' methodology for calculating the ALLL includes estimating a general allowance for pools of unimpaired loans and specific allocations for significant individual impaired loans for non-PCI loans. It also includes establishing an ALLL for PCI loans that have deteriorated since acquisition. The general allowance is based on net historical loan loss experience for homogeneous groups of loans based mostly on loan type then aggregated on the basis of similar risk characteristics and performance trends. This allowance estimate contains qualitative components that allow management to adjust reserves based on historical loan loss experience for changes in the economic environment, portfolio trends and other factors. The methodology also considers the remaining discounts recognized upon acquisition associated with purchased non-impaired loans in estimating a general allowance. The specific allowance component is determined when management believes that the collectability of an individually reviewed loan has been impaired and a loss is probable.
A primary component of determining the general allowance for performing and classified loans not analyzed specifically is the actual loss history of the various classes. Loan loss factors based on historical experience may be adjusted for significant factors that, in management's judgment, affect the collectability of the portfolio at the balance sheet date. For non-PCI commercial loans and leases, management incorporates historical net loss data to develop the applicable loan loss factors by utilizing information that considers the class of the commercial loan and associated risk rating. For the non-PCI noncommercial segment, management incorporates specific loan class and delinquency status trends into the loan loss factors. Loan loss factors may be adjusted quarterly based on changes in the level of historical net charge-offs and updates by management, such as the number of periods included in the calculation of loss factors, loss severity and portfolio attrition.
The qualitative framework used in estimating the general allowance considers economic conditions, composition of the loan portfolio, trends in delinquent and nonperforming loans, historical loss experience by categories of loans, concentrations of credit, changes in lending policies and underwriting standards, regulatory exam results and other factors indicative of inherent losses remaining in the portfolio. Management may adjust the ALLL calculated based on historical loan loss factors by the factors in the qualitative framework to address environmental factors not reflected in the historical experience. These adjustments are specific to the loan class level. In accordance with our allowance methodology, reserve factors related to the qualitative component of the ALLL were updated in 2015 resulting in a release of approximately $4.8 million of reserves.
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The ALLL for PCI loans is estimated based on the expected cash flows approach. Over the life of PCI loans, BancShares continues to estimate cash flows expected to be collected on individual loans or pools of loans sharing common risk characteristics. BancShares evaluates at each balance sheet date, whether the estimated cash flows and corresponding present value of its loans and leases determined using their effective interest rates has decreased and if so, recognizes provision for loan and lease losses. For any increases in cash flows over those expected at the acquisition date are recognized prospectively as interest income. Decreases in expected cash flows due to be collected, BancShares adjusts any prior recordedcredit deterioration are recognized by recording an allowance for loan losses. In the event of prepayment, the remaining unamortized amount is recognized in interest income. To the extent possible, PCI loans are aggregated into pools based upon common risk characteristics and lease losses first and theneach pool is accounted for as a single unit.
The performance of all loans within the amountBancShares portfolio is subject to a number of accretable yield recognized on a prospective basis overexternal risks, including changes in the loan's or pool's remaining life.
Prior to the second quarter of 2013, a portionoverall health of the allowance for loan and lease losses was not allocated to any specific class of loans. This nonspecific portion reflected management's best estimate of the elements of imprecision and estimation risk inherenteconomy, declines in real estate values, changes in the calculation of the overall ALLL. During the second quarter of 2013, BancShares implemented enhancements to the process to estimate the ALLLdemand for products and the reserve for unfunded commitments, described below. Through detailed analysis of historical loss data, the process enhancements enabled allocation of the previously unallocated "nonspecific" ALLLservices and a portion of the reserve for unfundedpersonal events, such as death, disability or change in marital status. Bancshares evaluates and reports its non-PCI and PCI loan commitments to specific loan classes. The enhanced ALLL estimates implicitly include the risk of draws on open lines withinportfolios separately, and each loan class. Other than the modifications described above, the enhancements to the methodology did not have a material impact on the ALLL.
Specific allocations are made for larger, individual impaired loans. All impaired loans are reviewed for potential impairment on a quarterly basis. Specific valuation allowances are established or partial charge-offs are recorded on impaired loans for the difference between the recorded investment in the loanportfolio is further divided into commercial and the estimated fair value. The fair value of impaired loans isnon-commercial segments based on the present valuetype of expected cash flows, market prices of theborrower, purpose, collateral and/or our underlying credit management processes. Additionally, commercial and non-commercial loans if available, or the value of the underlying collateral. Expected cash flows are discounted at the loans' effective interest rates.
Management continuously monitors and actively manages the credit quality of the entireassigned to loan portfolio and adjusts the ALLL to an appropriate level. By assessing the probable estimated incurred losses inclasses, which further disaggregate the loan portfolio on a quarterly basis, management is able to adjust specific and general loss estimates based upon the most recent information available. Future adjustments to the ALLL may be necessary based on changes in economic and other conditions. Additionally, various regulatory agencies, as an integral part of their examination process, periodically review BancShares' ALLL. Such agencies may require the recognition of adjustments to the ALLL based on their judgments of information available to them at the time of their examination. Management considers the established ALLL adequate to absorb probable losses that relate to loans and leases outstanding as of December 31, 2015.
Each portfolio segment and the classes within those segments are subject to risks that could have an adverse impact on the credit quality of the loan and lease portfolio and the related ALLL. Management has identified the most significant risks as described below that are generally similar among the segments and classes. While the list is not exhaustive, it provides a description of the risks management has determined are the most significant.portfolio.
Non-PCI Commercial Loans and& Leases
Non-PCI commercial loans or leases, excluding(excluding purchased non-impaired loans purchased leases and certain purchased revolving credit,credit) are centrally underwritten based primarily upon the customer's ability to generate the required cash flow to service the debt in accordance with the contractual terms and conditions of the loan agreement. A completeAdditionally, an understanding of the borrower's business, including the experience and background of the principals is obtained prior to approval. To the extent that the loan or lease is secured by collateral, which is true for the majority of commercial loans and leases, the likely value of the collateral and what level of strength the collateral brings to the transaction is also evaluated. To the extent thatIf the principals or other parties provide personal guarantees, the relative financial strength and liquidity of each guarantor is also assessed.
The significant majority of relationships in the Acquired non-PCI commercial segmentloans are assigned credit risk grades based upon an assessmentevaluated using comparable methods and procedures as those originated by BancShares.
Construction and land development - Construction and land development consists of conditions that affect the borrower's abilityloans to meet contractual obligations under the loan agreement. This process includes reviewing the borrowers' financial information, payment history, credit documentation, public informationfinance land for development of commercial or residential real property and construction of multifamily apartments or other information specific to each borrower. Credit risk gradescommercial properties. These loans are reviewed annually, or at any point management becomes aware of information affecting the borrowers' ability to fulfill their obligations. Our credit risk grading standards are described in Note D.
The impairment assessment and determination of the related specific reserve for each impaired loan is basedhighly dependent on the loan's characteristics. Impairment measurementsupply 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 that are not collateral dependent is based on the present value of expected cash flows discounted at the loan's effective interest rate. Specific valuation allowances are established or partial charge offs are recordeddifficult for the difference between the recorded investment in the loan and the estimated fair value for originated loans. Specific valuation allowances for purchased non-impaired loans are established or partial charge offs are recorded for thecustomers.
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difference between the loan amount and the estimated fair value with consideration for the remaining discounts recognized upon acquisition. Impairment measurement for most real estate loans, particularly when a loan is considered to be a probable foreclosure, is based on the fair value of the underlying collateral. Collateral is appraised and market value, appropriately adjusted for an assessment of the sales and marketing costs as well as the expected holding period, are used to calculate an anticipated fair value.
General reserves for collective impairment are based on estimated incurred losses related to unimpaired commercial loans and leases as of the balance sheet date. Incurred loss estimates for the originated commercial segment are based on average loss rates by credit risk ratings, which are estimated using historical loss experience and credit risk rating migrations. Incurred loss estimates may be adjusted through a qualitative assessment to reflect current economic conditions and portfolio trends including credit quality, concentrations, aging of the portfolio and significant policy and underwriting changes.
Common risks to each class of commercial loans include general economic conditions within the markets BancShares serves, as well as risks that are specific to each transaction including demand for products and services, personal events, such as disability or change in marital status and reductions in the value of collateral. Due to the concentrationCommercial mortgage - Commercial mortgage consists of loans in the medical, dental and related fields, BancShares is susceptible to risks that governmental actions will fundamentally alter the medical care industry in the United States.
In addition to these common risks for the majority of the non-PCI commercial segment, additional risks are inherent in certain classes of non-PCI commercial loans and leases.
purchase or refinance owner-occupied or investment nonresidential properties. Commercial construction and land development
Commercial construction and land development loans are highly dependent on the supply and demand for commercial real estate in the markets servedmortgages secured by BancShares as well as the demand for newly constructed residential homes and lots that customers are developing. Deterioration in demand could result in decreases in collateral values and could make repayment of the outstanding loans more difficult for customers.
Commercial mortgage, commercial and industrial and lease financing
Commercial mortgage loans, commercial and industrial loans and lease financingowner-occupied properties are primarily dependent on the ability of borrowers to achieve business results consistent with those projected at loan origination resulting in cash flow sufficientorigination. Failure to achieve these projections presents risk that the borrower will be unable to service the debt. To the extent that a customer's business results are significantly unfavorable versus the original projections, the ability for the loan to be serviced on a basisdebt consistent with the contractual terms may be at risk. While these loans and leases are generallyof the loan. Commercial mortgages secured by real property, personal propertyinvestment properties include office buildings and other facilities that are rented or business assets such as inventory or accounts receivable, it is possible that the liquidation of the collateral will not fully satisfy the obligation.
Other commercial real estate
Other commercial real estate loans consist primarily of loans secured by multifamily housing and agricultural loans.leased to unrelated parties. The primary risk associated with multifamilyincome 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. High unemploymentWhile these loans and leases are collateralized by real property in an effort to mitigate risk, it is possible that the liquidation of collateral will not fully satisfy the obligation.
Other commercial real estate - Other commercial real estate consists of loans secured by farmland (including residential farms and other improvements) and multifamily (five or generally weak economic conditions may result in customers having to provide rental rate concessions to achieve adequate occupancy rates.more) residential properties. The performance of agricultural loans is highly dependent on favorable weather, reasonable costs for seed and fertilizer and the ability to successfully market the product at a profitable margin. The demand for these products is also dependent on macroeconomic conditions that are beyond the control of the borrower. The primary risk associated with multifamily loans is the ability of the income-producing property that collateralizes the loan to produce adequate cash flow to service the debt. High unemployment or generally weak economic conditions may result in borrowers having to provide rental rate concessions to achieve adequate occupancy rates.
Commercial and industrial and lease financing - Commercial and industrial and lease financing consists 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 that the borrower will be unable to service the debt consistent with the contractual terms of the loan or lease.
Other - Other consists of all other commercial loans not classified in one of the preceding classes. These typically include loans to nonprofit organizations such as churches, hospitals, educational and charitable organizations, and certain loans repurchased with government guarantees.
Non-PCI Noncommercial Loans and& Leases
Non-PCI noncommercial loans excluding(excluding purchased non-impaired loans and certain purchased revolving credit,credit) are centrally underwritten using automated credit scoring and analysis tools. These credit scoring tools take into account factors such as payment history, credit utilization, length of credit history, types of credit currently in use and recent credit inquiries. To the extent that the loan is secured by collateral, the likely value of that collateral is evaluated.
The ALLL for the Acquired non-PCI noncommercial segment is primarily calculated on a pooled basisloans are evaluated using a delinquency-based approach. Estimatescomparable methods and procedures as those originated by BancShares.
Residential mortgage - Residential real estate consists of incurred lossesloans to purchase, or refinance the borrower's primary dwelling, second residence or vacation home and are based on historical loss experienceoften secured by 1-4 family residential property. Significant and the migrationrapid declines in real estate values can result in borrowers having debt levels in excess of receivables through the various delinquency pools applied to the current risk mix. These estimates may be adjusted through a qualitative assessment to reflect current economic conditions, portfolio trends and other factors. The remaining portionmarket value of the ALLL related to the non-PCI noncommercial segment results from loanscollateral.
Revolving mortgage - Revolving mortgage consists of home equity lines of credit that are deemed impaired.secured by first or second liens on the borrower's primary residence. These loans are often secured by second liens on the residential real estate and are particularly susceptible to declining collateral values as a substantial decline in value could render a second 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 that these construction and development projects can experience delays and cost overruns that exceed the borrower’s financial ability to complete the project. Such cost overruns can result in foreclosure of partially completed and unmarketable collateral.
Consumer - Consumer loans consist of installment loans to finance purchases of vehicles, unsecured home improvements, student loans and revolving lines of credit that can be secured or unsecured, including personal credit cards. The impairment assessment and determinationvalue of the related specific reserve for each impaired loanunderlying collateral within this class is based onat risk of potential rapid depreciation which could result in unpaid balances in excess of the loan's characteristics. Impairment measurement for loans that arecollateral.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
not collateral dependent is based on the present value of expected cash flows discounted at the loan's effective interest rate. Specific valuation allowances are established or partial charge-offs are recorded for the difference between the recorded investment in the loan and the estimated fair value for originated non-PCI loans. Specific valuation allowances for purchased non-impaired loans are established or partial charge offs are recorded for the difference between the recorded investment in the loan and the estimated fair value with consideration for the remaining discounts recognized upon acquisition. Impairment measurement for most real estate loans, particularly when a loan is considered to be a probable foreclosure, is based on the fair value of the underlying collateral. Collateral is appraised and market value, appropriately adjusted for an assessment of the sales and marketing costs as well as the expected holding period, are used to calculate an anticipated fair value.
Common risks to each class of noncommercial loans include risks that are not specific to individual transactions such as general economic conditions within the markets BancShares serves, particularly unemployment and potential declines in real estate values. Personal events such as disability or change in marital status also add risk to noncommercial loans.
In addition to these common risks for the majority of noncommercial loans, additional risks are inherent in certain classes of noncommercial loans.
Revolving mortgage
Revolving mortgage loans are often secured by second liens on residential real estate, thereby making such loans particularly susceptible to declining collateral values. A substantial decline in collateral value could render a second lien position to be effectively unsecured. Additional risks include lien perfection inaccuracies, disputes with first lienholders and uncertainty regarding the customer's performance with respect to the first lien that may further weaken the collateral position. Further, the open-end structure of these loans creates the risk that customers may draw on the lines in excess of the collateral value if there have been significant declines since origination.
Consumer
The consumer loan portfolio includes loans secured by personal property such as automobiles, marketable securities, other titled recreational vehicles including boats and motorcycles, as well as unsecured consumer debt. The value of underlying collateral within this class is especially volatile due to potential rapid depreciation in values since date of loan origination, potentially in excess of principal balances.
Residential mortgage and noncommercial construction and land development
Residential mortgage and noncommercial construction and land development loans are made to individuals and are typically secured by 1-4 family residential property, undeveloped land and partially developed land in anticipation of pending construction of a personal residence. Significant and rapid declines in real estate values can result in residential mortgage loan borrowers having debt levels in excess of the current market value of the collateral. Noncommercial construction and land development projects can experience delays in completion and cost overruns that exceed the borrower's financial ability to complete the project. Such cost overruns can routinely result in foreclosure of partially completed and unmarketable collateral.
PCI Loans
The risks associatedsegments and classes utilized to evaluate and report PCI loans is consistent with that of non-PCI loans. PCI loans were underwritten by other institutions, often with different lending standards and methods; however, the underwriting risks are generally consistent with the risks identified for commercial and noncommercial non-PCI loans and the classes of loans within those segments. However, these loans were underwritten by other institutions, often with weaker lending standards.loans. Additionally, in some cases, collateral for PCI loans ismay be located in regions that havepreviously experienced erosiondeterioration in real estate values and the underlying collateral may therefore not support full repayment of these loans.
Nonperforming Assets and Troubled Debt Restructurings
Non-performing Assets (NPAs)
NPAs include nonaccrual loans and foreclosed property. Foreclosed property consists of real estate values. Therefore,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. Non-PCI loans are generally placed on nonaccrual when principal or interest becomes 90 days past due or when it is probable that principal or interest is not fully collectible. When non-PCI 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. Non-PCI loans and leases are generally removed from nonaccrual status when they become current for a sustained period of time and there existsis no longer concern as to the collectability of principal and interest. Accretion of income for PCI loans is discontinued when we are unable to estimate the amount or timing of cash flows. PCI loans may begin or resume accretion of income when information becomes available that allows us to estimate the amount and timing of future cash flows. The majority of PCI loans are pooled for accounting purposes and therefore, the NPA status is determined based upon the aggregate performance of the pool.
Troubled Debt Restructurings (TDRs)
A loan is considered a significant riskTDR 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 that have been restructured as a TDR are treated and reported as such for the remaining life of the loan. Modifications of pooled PCI loans are not adequately supported by borrower cash flowdesignated as TDRs, whereas modifications of non-pooled PCI loans are designated as TDRs in the same manner as non-PCI loans. TDR loans can be nonaccrual or accrual, depending on the valuesindividual facts and circumstances of underlying collateral.the borrower. In circumstances where a portion of the loan balance is charged-off, the remaining balance is typically classified as nonaccrual.
Allowance for Loan and Lease Losses (ALLL)
The ALLL for PCI loans is estimatedrepresents management's best estimate of inherent credit losses within the loan and lease portfolio at the balance sheet date. Management determines the ALLL based on an ongoing evaluation of the loan portfolio. Estimates for loan losses are determined by analyzing quantitative and qualitative components, such as: economic conditions, historical loan losses, historical loan migration to charge-off experience, current trends in delinquencies and charge-offs, expected cash flows approach. Over the life ofon PCI loans, BancShares continues to estimate cash flows expected to be collected on individual loans or poolscurrent assessment of loans sharing common risk characteristics. BancShares evaluates at each balance sheet date whether the estimated cash flows and corresponding present value of itsimpaired loans, and leases determined using their effective interest rates has decreased and if so, recognizeschanges in the size, composition and/or risk within the loan portfolio. Adjustments to the ALLL are recorded with a corresponding entry to provision for loan and lease losses. Loan balances considered uncollectible are charged-off against the ALLL. Recoveries of amounts previously charged-off are generally credited to the ALLL.
A primary component of determining the allowance on non-PCI loans collectively evaluated is the actual loss history of the various loan classes. Loan loss factors are based on historical experience and may be adjusted for significant factors, that in management's judgment, affect the collectability of principal and interest at the balance sheet date. In accordance with our allowance methodology, loan loss factors are monitored quarterly and may be adjusted based on changes in the level of historical net charge-offs and updates by management, such as the number of periods included in the calculation of loss factors, loss severity, loss emergence period and portfolio attrition.
For any increases in cash flows expectedthe non-PCI commercial segment, management incorporates historical net loss data to develop the applicable loan loss factors. General reserves for collective impairment are based on incurred loss estimates for the loan class based on average loss rates by credit quality indicators, which are estimated using historical loss experience and credit risk rating migrations. Credit quality indicators include borrower classification codes and facility risk ratings. Incurred loss estimates may be collected, BancShares adjusts any prior recorded allowance for loanadjusted through a qualitative assessment to reflect current economic conditions and lease losses firstportfolio trends including credit quality, concentrations, aging of the portfolio and then the amount of accretable yield recognized on a prospective basis over the loan's or pool's remaining life.significant policy and underwriting changes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the non-PCI noncommercial segment, management incorporates specific loan class and delinquency status trends into the loan loss factors. General reserve estimates of incurred losses are based on historical loss experience and the migration of loans through the various delinquency pools applied to the current risk mix.
Non-PCI loans are considered to be impaired when, based on current information and events, it is probable that a borrower will be unable to pay all amounts due according to the contractual terms of the loan agreement. Generally, management considers the following loans to be impaired: all TDR loans and all loan relationships which are on nonaccrual or 90+ days past due and greater than $500,000. Non-PCI impaired loans greater than $500,000 are evaluated individually for impairment while others are evaluated collectively.
The impairment assessment and determination of the related specific reserve for each impaired loan is based on the loan's characteristics. Impairment measurement for loans that are dependent on borrower cash flow for repayment is based on the present value of expected cash flows discounted at the interest rate implicit in the original loan agreement. Impairment measurement for most real estate loans, particularly when a loan is considered to be a probable foreclosure, is based on the fair value of the underlying collateral. Collateral is appraised and market value (appropriately adjusted for an assessment of the sales and marketing costs) is used to calculate a fair value estimate. A specific valuation allowance is established or partial charge-off is recorded for the difference between the excess recorded investment in the loan and the loan’s estimated fair value less costs to sell.
The ALLL for PCI loans is estimated based on the expected cash flows over the life of the loan. BancShares continues to estimate and update cash flows expected to be collected on individual loans or pools of loans sharing common risk characteristics. BancShares compares the carrying value of all PCI loans to the present value at each balance sheet date. If the present value is less than the carrying value, that shortfall is compared to the remaining credit discount and if it is in excess of the remaining credit discount, an ALLL is recorded through the recognition of provision expense. The ALLL for PCI loans with subsequent increases in expected cash flows to be collected is reduced and any remaining excess is recorded as an adjustment to the accretable yield over the loan's or pool's remaining life.
Reserve for Unfunded Commitments
The reserve for unfunded commitments represents the estimated probable losses related to unfunded lending commitments, such asstandby letters of credit financial guarantees and similar binding commitments.other commitments to extend credit. The reserve is calculated in a manner similar to the loans evaluated collectively for impairment, while also considering the timing and likelihood that the availableapplicable regulatory capital credit will be utilizedconversion factors for these off-balance sheet instruments as well as the exposure upon default. The reserve for unfunded commitments is presented within other liabilities, on the Consolidated Balance Sheets, distinct from the ALLL, and adjustments to the reserve for unfunded commitments are included in other noninterest expense and represent an immaterial balance.
Other Real Estate Owned (OREO)
OREO acquired as a result of foreclosure is initially recorded at the asset’s estimated fair value less cost to sell. Any excess in the Consolidated Statements of Income. The reserve for unfunded commitments was not significant at December 31, 2015 or 2014.
Premises and Equipment
Premises, equipment and capital leases are stated at cost less accumulated depreciation and amortization. For financial reporting purposes, depreciation and amortization are computed usingrecorded investment in the straight-line method and are expensedloan over the estimated useful lives of the assets, which range from 7 to 40 years for premises and 3 to 10 years for furniture, software and equipment. Leasehold improvements are amortized over the terms of the respective leases, including renewal period if renewal period is reasonably assured (often through the presence of a bargain renewal option), or the useful lives of the improvements, whichever is shorter. Gains and losses on dispositions are recorded in other noninterest expense. Maintenance and repairs are charged to occupancy expense or equipment expense as incurred. Obligations under capital leases are amortized over the life of the lease using the effective interest method to allocate payments between principal and interest. Rent expense and rental income on operating leases are recorded in noninterest expense and noninterest income, respectively, using the straight-line method over the appropriate lease terms.
Goodwill and Other Intangible Assets
BancShares accounts for acquisitions using the acquisition method of accounting. Under acquisition accounting, if the purchase price of an acquired company exceeds the fair value less costs to sell is charged-off against the ALLL at the time of its net assets,foreclosure.
OREO is subsequently carried at the excess is carried on the acquirer's balance sheet as goodwill. An intangible asset is recognized as an asset apart from goodwill if it arises from contractuallower of cost or other legal rights or if it is capable of being separated or divided from the acquired entitymarket value less estimated selling costs and sold, transferred, licensed, rented or exchanged. Intangible assets that are separately identifiable assets, such as core deposit intangibles, resulting from acquisitions are amortized on an accelerated basis over an estimated useful life and evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable.
Goodwill is not amortized, but is evaluated at least annually for impairment or more frequently if events occur or circumstances change that may trigger a decline inannually. The periodic evaluations are generally based on the appraised value of the reporting unitproperty and may include additional adjustments based upon management's review of the valuation estimate and specific knowledge of the property. Routine maintenance costs, income and expenses related to the operation of the foreclosed asset, subsequent declines in market value and net gains or otherwise indicatelosses on disposal are included in foreclosure-related expense.
Payable to the Federal Deposit Insurance Corporation (FDIC) for Shared-Loss Agreements
The purchase and assumption agreements for certain FDIC-assisted transactions include payments that a potential impairment exists. Examplesmay be owed to the FDIC at the termination of such events or circumstances include deteriorationthe shared-loss agreements. The payment is due to the FDIC if actual cumulative losses on acquired covered assets are lower than the cumulative losses originally estimated by the FDIC at the time of general economic conditions, limitations on accessing capital, other equityacquisition. The liability is calculated by discounting estimated future payments and credit market developments, adverse change(s)is reported in the environment in which BancShares operates, regulatory or political developments and changes in management, key personnel, strategy or customers.Consolidated Balance Sheets as an FDIC shared-loss payable. The evaluation of goodwill is based on a variety of factors, including common stock trading multiples and data from comparable acquisitions. Potential impairment of goodwill exists when the carryingultimate settlement amount of a reporting unit exceeds its fair value. In accordance with ASC 350, Intangibles - Goodwill and Other, the fair value forpayment is dependent upon the reporting unit is computed using various methods including market capitalization, price-earnings multiples, price-to-tangible book and market premium.
To the extent the reporting unit's carrying amount exceeds its fair value, an indication exists that the reporting unit's goodwill may be impaired, which would require the second step of impairment testing to be performed. In the second step, the implied fair valueperformance of the reporting unit's goodwill is determined by allocatingunderlying covered loans, recoveries, the reporting unit's fair value to allpassage of its assets (recognizedtime and unrecognized) and liabilities as if the reporting unit had been acquired in a business combination at the date of the impairment test. If the implied fair value of the reporting unit's goodwill is lower than its carrying amount, goodwill is impaired and is written downactual claims submitted to the implied fair value. The loss recognized is limited to the carrying amount of goodwill. Once an impairment loss is recognized, future increases in fair value will not result in the reversal of previously recognized losses.FDIC.
Annual impairment tests are conducted as of July 31 each year. Based on the July 31, 2015, impairment test, management concluded there was no indication of goodwill impairment. In addition to the annual testing requirement, impairment tests are performed if various other events occur that may trigger a decline in value including significant adverse changes in the business climate, considering various qualitative and quantitative factors to determine whether impairment exists. As the stock market experienced volatility after the annual impairment test, management monitored the volatility and determined it did not indicate an impairment test triggering event. Additionally, there have been no other such events subsequent to the annual impairment test performed during 2015.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Mortgage servicing rights (MSRs)Premises and Equipment
Premises and equipment are recognized separatelycarried at cost less accumulated depreciation. Land is carried at cost. Depreciation expense is generally computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements and capitalized leases are amortized on a straight-line basis over the lesser of the lease terms or the estimated useful lives of the assets.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the purchase price of an acquired entity over the fair value of the identifiable assets acquired. Goodwill is not amortized, but is evaluated at least annually for impairment during the third quarter, or when they are retainedevents or changes in circumstances indicate that a potential impairment exists.
Other acquired intangible assets with finite lives, such as loans are sold or acquired through acquisition. When mortgage loans are sold, servicing rightscore deposit intangibles, are initially recorded at fair value and gainsare amortized on sale of loans are recorded within mortgage income in the Consolidated Statements of Income. All classes of servicingan accelerated basis typically between five to ten years over their estimated useful lives. Intangible assets are subsequently measured using the amortization method which requiresevaluated for impairment when events or changes in circumstances indicate that a potential impairment exists.
Mortgage Servicing Rights (MSRs)
The right to provide servicing rights to beunder various loan servicing contracts is either retained in connection with a loan sale or acquired in a business combination. MSRs are initially recorded at fair value and amortized against mortgage income in non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans with the offset being a reduction in the cost basis of the servicing asset.loan. At each reporting period, MSRs are evaluated for impairment quarterly based upon the fair value of the rights as compared to the carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics and is recorded as a reduction of mortgage income in the Consolidated Statements of Income. If BancShares later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the valuation reserve may be recorded as an increase to mortgage income in the Consolidated Statements of Income, but only to the extent of previous impairment recognized.value.
Other intangible assets with estimable lives are amortized over their estimated useful lives, which are periodically reviewed for reasonableness. Identifiable intangible assets represent the estimated value of the core deposits acquired and certain customer relationships.
Securities Sold Under Repurchase Agreements
Securities sold under repurchase agreements generally have maturities of one day and are reflected as short-term borrowings on the Consolidated Balance Sheets and are recorded based on the amount of cash received in connection with the borrowing.
At December 31, 2015 and 2014, BancShares had $592.2 million and $294.4 million of securities sold under repurchase agreements included as short-term borrowings on the Consolidated Balance Sheets, respectively.
Fair Values
FairThe fair value disclosures are required for allof financial instruments whether or not recognizedand the methods and assumptions used in the balance sheet, for which it is practicable to estimate that value. Under GAAP, individualestimating fair value estimates are ranked on a three-tier scale based on the relative reliability of the inputs used in the valuation. Fair values determined using level 1 inputs rely on activeamounts and observable markets to price identical assets or liabilities. In situations where identicalfinancial assets and liabilities are not traded in active markets, fair values may be determined based on level 2 inputs,for which represent observable data for similar assets and liabilities. Fair values for assets and liabilities that are not actively traded in observable markets are based on level 3 inputs, which are considered to be nonobservable. Fair value estimates derived from level 3 inputs cannot be substantiated by comparison to independent markets and, in many cases, cannot be realized through immediate settlement of the instrument. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value to BancShares. For additional information, seewas elected are detailed in Note M.M.
Income Taxes
Deferred incomeIncome taxes are reported when different accounting methods have been used in determining incomeaccounted for income tax purposes and for financial reporting purposes. Deferred taxes are computed using the asset and liability approach as prescribed in ASC 740, Income Taxes. Under this method, a deferred tax asset or liability is determined based on the currently enacted tax rates applicable to the period in which the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in BancShares' income tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
BancShares continually monitors and evaluates theThe potential impact of current events on the estimates used to establish income tax expenses and income tax liabilities. On a periodic basis, BancShares evaluates its incomeliabilities is continually monitored and evaluated. Income tax positions based on current tax law, positions taken by various tax auditors within the jurisdictions that BancShares is required to filewhere income tax returns are filed, as well as potential or pending audits or assessments by such tax auditors.auditors are evaluated on a periodic basis.
BancShares has unrecognized tax benefits related to the uncertain portion of tax positions that BancShares has taken or expects to take. A liability may be created or an amount refundable may be reduced for the amount of unrecognized tax benefits. These uncertainties result from the application of complex tax laws, rules, regulations and interpretations, primarily in state taxing jurisdictions. Unrecognized tax benefits are assessed quarterly and may be adjusted through current income tax expense in future periods based on changing facts and circumstances, completion of examinations by taxing authorities or expiration of a statute of limitations. Estimated penalties and interest on uncertain tax positions are recognized in income tax expense.
BancShares files a consolidated federal income tax return and various combined and separate company state tax returns.
Derivative Financial Instruments
A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or referenced interest rate. These instruments include interest rate swaps, caps, floors, collars, options or other financial instruments designed to hedge exposures to interest rate risk or for speculative purposes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
BancShares selectively uses interest rate swaps for interest rate risk management purposes. During 2011, BancShares entered into an interest rate swap that qualifies as a cash flow hedge under GAAP. This interest rate swap converts variable-rate exposure on outstanding debt to a fixed rate. The derivative is valued each quarter and changes See Note P in the fair value are recorded on theNotes to Consolidated Balance Sheets with an offset to accumulated other comprehensive incomeFinancial Statements for the effective portion and an offset to the Consolidated Statements of Income for any ineffective portion. The assessment of effectiveness is performed using the long-haul method. BancShares’ interest rate swap has been fully effective since inception; therefore, changes in the fair value of the interest rate swap have had no impact on net income. There are no speculative derivative financial instruments in any period presented.
In the event of a change in the forecasted cash flows of the underlying hedged item, the related hedge will be terminated, and management will consider the appropriateness of entering into another hedge for the remaining exposure. The fair value of the terminated hedge will be amortized from accumulated other comprehensive income into earnings over the original life of the terminated swap, provided the remaining cash flows are still probable.additional disclosures.
Per Share Data
Net income per share has beenis computed by dividing net income by the weighted average number of both classes of common shares outstanding during each period. BancShares had no potential common stockshares outstanding in any period.period and did not report diluted net income per share.
Cash dividends per share apply to both Class A and Class B common stock. Shares of Class A common stock carry one vote per share, while shares of Class B common stock carry 16 votes per share.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Defined Benefit Pension Plan
BancShares maintains noncontributory defined benefit pension plans covering certain qualifying employees. The calculation of the obligations and related expenses under the plans require the use of actuarial valuation methods and assumptions. Actuarial assumptions used in the determination of future values of plan assets and liabilities are subject to management judgment and may differ significantly if different assumptions are used. The discount rate assumption used to measure the plan obligations is based on a yield curve developed from high-quality corporate bonds across a full maturity spectrum. The projected cash flows of the pension plans are discounted based on this yield curve, and a single discount rate is calculated to achieve the same present value. The assumed rate of future compensation increases is reviewed annually based on actual experience and future salary expectations. We also estimate a long-term rate of return on pension plan assets that is used to estimate the future value of plan assets. In developing the long-term rate of return, we consider such factors as the actual return earned on plan assets, historical returns on the various asset classes in the plans and projections of future returns on various asset classes. Refer to Note N for disclosures related to BancShares' defined benefit pension plans.
Recently Adopted Accounting Pronouncements
Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2015-10,2018-02, Technical CorrectionsIncome Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
This ASU requires a reclassification from accumulated other comprehensive income (AOCI) to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate in the Tax Act, which was enacted on December 22, 2017. The Tax Act included a reduction to the corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. The amount of the reclassification is the difference between the historical corporate income tax rate and Improvementsthe newly enacted 21 percent corporate income tax rate.
The amendments in this ASU represent changes to clarify the Codification, correct unintended application of guidance and make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Additionally, some of the amendments will make the Codification easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification.
The transition guidance varies based on the amendments in this ASU. The amendments in this ASU that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years beginning after December 15, 2015.2018, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. All other amendments were effective upon issuance.permitted. We adopted the amendmentsguidance effective secondin the first quarter of 2015.2018. The change in accounting principle was accounted for as a cumulative-effect adjustment to the balance sheet resulting in a $31.3 million increase to retained earnings and a corresponding decrease to AOCI on January 1, 2018.
FASB ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
This ASU requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. Employers will present the other components separately from the line item that includes the service cost. In addition, only the service cost component of net benefit cost is eligible for capitalization.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We adopted the guidance effective in the first quarter of 2018. The adoption did not have ana material impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2015-08, Business Combinations (Topic 805): Pushdown Accounting - Amendments to Securities and Exchange Commission (SEC) Paragraphs Pursuant to Staff Accounting Bulletin No. 115
The amendments in this ASU remove references to SEC Staff Accounting Bulletin (SAB) Topic 5.J as the SEC staff previously rescinded its guidance with the issuance of SAB No. 115 when the FASB issued its own pushdown accounting guidance in ASU 2014-17, an amendment we adopted effective fourth quarter of 2014. We adopted the amendments in ASU 2015-08 effective second quarter of 2015. The adoption did not have an impact on our consolidated financial position or consolidated results of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
FASB ASU 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure
This ASU requires a reporting entity to derecognize a mortgage loan and recognize a separate other receivable upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure; (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and (3) the creditor has the ability to recover under that claim and at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance expected to be recovered from the guarantor.
The amendments in this ASU were effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. We adopted this guidance effective first quarter of 2015. The initial adoption did not have an impact on our consolidated financial position or consolidated results of operations.
FASB ASU 2014-11, Transfers and Servicing (Topic 860)
This ASU aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Going forward, these transactions would all be accounted for as secured borrowings. The guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement, which has resulted in outcomes referred to as off-balance-sheet accounting. The ASU requires a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The ASU also requires expanded disclosures about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings.
The accounting changes in this ASU were effective for fiscal years beginning after December 15, 2014. In addition, the disclosures for certain transactions accounted for as a sale were effective for the fiscal period beginning after December 15, 2014, while the disclosures for transactions accounted for as secured borrowings were required to be presented for fiscal periods beginning after December 15, 2014, and interim periods beginning after March 15, 2015. We adopted the guidance effective first quarter of 2015. The initial adoption did not have any effect on our consolidated financial position or consolidated results of operations. The new disclosures required by this ASU are included in Note K.
FASB ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40)
This ASU clarifies that an in-substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.
The amendments in this ASU were effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. We adopted the guidance effective first quarter of 2015. The initial adoption did not have any effect on our consolidated financial position or consolidated results of operations. The new disclosures required by this ASU are included in Note G.
Recently Issued Accounting Pronouncements
FASB ASU 2016-01, Financial Instruments—OverallInstruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
This ASU addresses certain aspects of recognition, measurement, presentation and disclosure.disclosure of certain financial instruments. The amendments in this ASU (1)(i) require most equity investments to be measured at fair value with changes in fair value recognized in net income; (2)(ii) simplify the impairment assessment of equity investments without a readily determinable fair value; (3)(iii) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (iv) require public business entities to use exit prices,price notion, rather than entry prices, when measuring fair value of financial instruments for disclosure purposes; (4)(v) require separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; (5) eliminate the requirement to disclose the method(s) and significant
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet; (6)(vi) require separate presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; and (7)(vii) state that a valuation allowance on deferred tax assets related to available-for-sale securities should be evaluated in combination with other deferred tax assets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The ASU only permits early adoption of the instrument-specific credit risk provision. We are currently evaluating the impact of the new standard and we will adopt during the first quarter of 2018.
FASB ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
This ASU eliminates the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination and requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts must be calculated as if the accounting had been completed at the acquisition date.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. We will adoptadopted the guidance effective in the first quarter of 2016 and do not anticipate any impact on our consolidated financial position or consolidated results of operations2018. The change in accounting principle was accounted for as a result of adoption.
FASB ASU 2015-03, Interest–Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs be presented incumulative-effect adjustment to the balance sheet resulting in an $18.7 million increase to retained earnings and a decrease to AOCI on January 1, 2018. With the adoption of this ASU, equity securities can no longer be classified as available for sale; as such, marketable equity securities are disclosed as a direct deduction fromseparate line item on the carrying amount of debt liability, consistentbalance sheet with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update.
This ASU is effective for interim and annual periods beginning after December 15, 2015 for public business entities, and is to be applied retrospectively. Early adoption is permitted. We will adopt the guidance effectivechanges in the first quarterfair value of 2016equity securities reflected in net income.
For equity investments without a readily determinable fair value, BancShares has elected to measure the equity investments using the measurement alternative that requires BancShares to make a qualitative assessment of whether the investment is impaired at each reporting period. Under the measurement alternative these investments will be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. If a qualitative assessment indicates that the investment is impaired, BancShares will estimate the investment's fair value in accordance with the Accounting Standards Codification (ASC) 820 and, do not anticipate any impact on our consolidated financial position or consolidated results of operations as a result of adoption.
FASB ASU 2015-02, Consolidation (Topic 810): Amendmentsif the fair value is less than the investment's carrying value, recognize an impairment loss in net income equal to the Consolidation Analysis
This ASU improves targeted areas of consolidation guidance for reporting organizations thatdifference between carrying value and fair value. Equity investments without a readily determinable fair value are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity, and changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs.
The amendments in this ASU are effective for periods beginning after December 15, 2015 for public business entities. Early adoption is permitted. We will adopt the guidance effectiverecorded within other assets in the first quarter of 2016 and do not anticipate any significant impact on our consolidated financial position or consolidated results of operations as a result of adoption.balance sheets.
FASB ASU 2014-09, Revenue from Contracts with Customers (Topic 606)
In May 2014, the FASB issued a standard on the recognition of revenue from contracts with customers with the core principle being for companiesa company to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard, which provides a five step model to determine when and how revenue is recognized, also results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements.
Per ASU 2015-14, Deferral of the Effective Date, this guidance was deferred and is effective for fiscal periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted for fiscal periods beginning after December 15, 2016. We are currently evaluatingadopted the impact of the new standard and we will adopt duringguidance effective in the first quarter of 2018 using one2018. Our revenue is comprised primarily of twonet interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new guidance, and noninterest income. The contracts that are in scope of the guidance are primarily related to cardholder and merchant services income, service charges on deposit accounts, wealth management services income, other service charges and fees, insurance commissions, ATM income, sales of other real estate and other. Based on our overall assessment of revenue streams and review of related contracts affected by the ASU, the adoption of this guidance did not change the method in which we currently recognize revenue.
We also completed an evaluation of the costs related to these revenue streams to determine whether such costs should be presented as expenses or contra-revenue (i.e., gross vs. net). Based on this evaluation, we determined that the classification of cardholder and merchant processing costs as well as expenses for cardholder reward programs should be netted against cardholder and merchant services income. We used the full retrospective application methods.method of adoption and restated the prior financial statements to net the cardholder and merchant processing costs against the related cardholder and merchant services income. These classification changes resulted in changes to both noninterest income and noninterest expense; however, there was no change to previously reported net income. Merchant processing expenses of $81.3 million and $69.2 million had been reclassified and reported as a component of merchant services income for the years ended December 31, 2017 and December 31, 2016, respectively. For the twelve months ended December 31, 2017, cardholder processing expenses of $27.8 million and cardholder reward programs expense of $10.0 million were reclassified and reported as a component of cardholder services income. For the twelve months ended December 31, 2016, cardholder processing expenses of $20.8 million and cardholder reward programs expense of $10.6 million were reclassified and reported as a component of cardholder services income.
Revenue Recognition
The standard requires disclosure of qualitative and quantitative information surrounding the amount, nature, timing and uncertainty of revenues and cash flows arising from contracts with customers. Descriptions of our noninterest revenue-generating activities that are within the scope of the new revenue ASU are broadly segregated as follows:
Cardholder and Merchant Services - These represent interchange fees from customer debit and credit card transactions that are earned at the time a cardholder engages in a transaction with a merchant as well as fees charged to merchants for providing them the ability to accept and process the debit and credit card transaction. Revenue is recognized when the performance obligation has been satisfied, which is upon completion of the card transaction. Additionally, ASU 2014-09 requires costs associated with cardholder and merchant services transactions to be netted against the fee income from such transactions when an entity is acting as an agent in providing services to a customer.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Service Charges on Deposit Accounts - These deposit account-related fees represent monthly account maintenance and transaction-based service fees such as overdraft fees, stop payment fees and charges for issuing cashier's checks and money orders. For account maintenance services, revenue is recognized at the end of the statement period when our performance obligation has been satisfied. All other revenues from transaction-based services are recognized at a point in time when the performance obligation has been completed.
Wealth Management Services - These primarily represent annuity fees, sales commissions, management fees, insurance sales, and trust and asset management fees. The performance obligation for wealth management services is the provision of services to place annuity products issued by the counterparty to investors, and the provision of services to manage the client’s assets, including brokerage custodial and other management services. Revenue from wealth management services is recognized over the period in which services are performed, and is based on a percentage of the value of the assets under management/administration. This revenue is either fixed or variable based on account type, or transaction-based.
Other Service Charges and Fees - These include, but are not limited to, check cashing fees, international banking fees, internet banking fees, wire transfer fees and safe deposit fees. The performance obligation is fulfilled, and revenue is recognized, at the point in time the requested service is provided to the customer.
Insurance Commissions - These represent commissions earned on the issuance of insurance products and services. The performance obligation is generally satisfied upon the issuance of the insurance policy and revenue is recognized when the commission payment is remitted by the insurance carrier or policy holder depending on whether the billing is performed by Bancshares or the carrier.
ATM Income - These represent fees imposed on customers and non-customers for engaging in an ATM transaction. Revenue is recognized at the time of the transaction as the performance obligation of rendering the ATM service has been met.
Sales of Other Real Estate - ORE property consists of foreclosed real estate used as collateral for loans, closed branches, land acquired and no longer intended for future use by FCB, and other real estate purchased for resale as ORE. Revenue is generally recognized on the date of sale where the performance obligation of providing access and transferring control of the specified ORE property to the buyer in good faith and good title is satisfied. This is recorded as a component of other noninterest income.
Other - This consists of several forms of recurring revenue such as external rental income, parking income, FHLB dividends and income earned on changes in the cash surrender value of bank-owned life insurance, all of which are outside the scope of ASU 2014-09. The remaining miscellaneous income is the result of immaterial transactions where revenue is recognized when, or as, the performance obligation is satisfied.
Recently Issued Accounting Pronouncements
FASB ASU 2018-15 - Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract
This ASU aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include internal-use software license). This ASU requires entities to use the guidance in FASB ASC 350-40, Intangibles - Goodwill and Other - Internal Use Software, to determine whether to capitalize or expense implementation costs related to the service contract. This ASU also requires entities to (i) expense capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement; (ii) present the expense related to the capitalized implementation costs in the same line item on the income statement as fees associated with the hosting element of the arrangement; (iii) classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting element; and (iv) present the capitalized implementation costs in the same balance sheet line item that a prepayment for the fees associated with the hosting arrangement would be presented.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. BancShares will adopt the amendments in this ASU during the first quarter of 2020. BancShares is currently evaluating the impact this new standard will have on its consolidated financial statements and the magnitude of the impact has not yet been determined.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 first quarter of 2021.
FASB 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 (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU also added specific disclosure requirements for fair value measurements for public 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.
The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2019, and all interim periods within those fiscal years. Early adoption is permitted upon issuance of the ASU. Entities are permitted to early adopt amendments that remove or modify disclosures and delay the adoption of the additional disclosures until their effective date. BancShares will adopt all applicable amendments and update the disclosures as appropriate during the first quarter of 2020.
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.
This ASU will be effective for BancShares' annual or interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We expect to adopt the guidance for our annual impairment test in fiscal year 2020. BancShares does not anticipate any impact to our consolidated financial position or consolidated results of operations as a result of the adoption.
FASB ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
This ASU eliminates the delayed recognition of the full amount of credit losses until the loss was probable of occurring and instead will reflect an entity's current estimate of all expected credit losses. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018. BancShares will adopt the guidance by the first quarter of 2020 with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. For BancShares, the standard will apply to loans, unfunded loan commitments and debt securities. A cross-functional team co-led by Corporate Finance and Risk Management is in place to implement the new standard. The team continues to work on critical activities such as building models, documenting accounting policies, reviewing data quality, and implementing a reporting and disclosure solution. BancShares continues to evaluate the impact the new standard will have on its consolidated financial statements but the magnitude of this impact has not been determined. The final impact will be dependent, among other items, on loan portfolio composition and credit quality at the adoption date, as well as economic conditions, financial models used and forecasts at that time.
FASB ASU 2016-02, Leases (Topic 842)
This ASU increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The key difference between existing standards and this ASU is the requirement for lessees to recognize all lease contracts on their balance sheet. This ASU requires lessees to classify leases as either operating or finance leases, which are substantially similar to the current operating and capital leases classifications. The distinction between these two classifications under the new standard does not relate to balance sheet treatment, but relates to treatment in the statements of income and cash flows. Lessor guidance remains largely unchanged with the exception of how a lessor determines the appropriate lease classification for each lease to better align the lessor guidance with revised lessee classification guidance.
The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We will adopt during the first quarter of 2019. We expect an increase to the Consolidated Balance Sheets for right-of-use assets and associated lease liabilities, as well as resulting depreciation expense of the right-of-use assets and interest expense of the lease liabilities in the Consolidated Statements of Income, for arrangements previously accounted for as operating leases. Additionally, adding these assets to our balance sheet will impact our total risk-weighted assets used to determine our regulatory capital levels. Our impact analysis estimates an increase to the Consolidated Balance Sheets ranging between $70.0 million and $80.0 million, as the initial gross up of both assets and liabilities. Capital is expected to be adversely impacted by an estimated three to four basis points. These are preliminary estimates subject to change and will continue to be refined closer to adoption.
NOTE B
BUSINESS COMBINATIONS
Capitol CityFCB has evaluated the financial statement significance for all business combinations that were completed during 2018 and 2017. FCB has concluded that the completed business combinations noted below are not material to Bancshares' financial statements, individually or in aggregate, and therefore, pro forma financial data has not been not included.
First South Bancorp, Inc.
On January 10, 2019, FCB and First South Bancorp, Inc. (First South Bancorp) entered into a definitive merger agreement for the acquisition by FCB of Spartanburg, South Carolina-based First South Bancorp and its bank subsidiary, First South Bank. Under the terms of the agreement, cash consideration of $1.15 per share will be paid to the shareholders of First South Bancorp for each share of common stock totaling approximately $37.5 million. The total consideration assumes the conversion of all Series A preferred shares into common stock. The transaction is anticipated to close during the second quarter of 2019, subject to the receipt of regulatory approvals and the approval of First South Bancorp's shareholders, and will be accounted for under the acquisition method of accounting. The merger will allow FCB to expand its presence and enhance banking efforts in South Carolina. As of December 31, 2018, First South Bancorp reported $238.5 million in consolidated assets, $180.9 million in loans and $204.1 million in deposits.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Biscayne Bancshares, Inc.
On November 15, 2018, FCB and Biscayne Bancshares, Inc. (Biscayne Bancshares) entered into a definitive merger agreement for the acquisition by FCB of Coconut Grove, Florida-based Biscayne Bancshares and its bank subsidiary, Biscayne Bank. Under the terms of the agreement, cash consideration of $25.05 per share will be paid to the shareholders of Biscayne Bancshares for each share of common stock, totaling approximately $118.7 million. The transaction is expected to close during the second quarter of 2019, subject to the receipt of regulatory approvals, and will be accounted for under the acquisition method of accounting. The merger will allow FCB to expand its presence in Florida and enhance banking efforts in South Florida. As of December 31, 2018, Biscayne Bancshares reported $1.01 billion in consolidated assets, $850.3 million in loans and $746.4 million in deposits.
Palmetto Heritage Bancshares, Inc.
On November 1, 2018, FCB completed the merger of Pawleys Island, South Carolina-based Palmetto Heritage Bancshares, Inc. (Palmetto Heritage) and its subsidiary, Palmetto Heritage Bank & Trust, Company
On February 13, 2015, FCB entered into an agreement withFCB. Under the FDIC, as Receiver, to purchase certain assets and assume certain liabilities of CCBT. The acquisition expanded FCB's presence in Georgia as CCBT operated eight branch locations in Atlanta, Stone Mountain, Albany, Augusta and Savannah, Georgia. In June of 2015, FCB closed oneterms of the branchesagreement, cash consideration of $135.00 per share was paid to the shareholders of Palmetto Heritage for each share of Palmetto Heritage's common stock, with total consideration paid of $30.4 million. The merger allowed FCB to expand its presence and enhance banking efforts in Atlanta.the South Carolina coastal markets.
The CCBTPalmetto Heritage transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on 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 values becomes available. As of December 31, 2018, there have been no refinements to the fair value of these assets acquired and liabilities assumed.
The fair value of the assets acquired was $211.9$162.2 million, including $154.5$131.3 million in non-PCI loans, $3.9 million in PCI loans and $690 thousand of identifiable intangible assets.$1.7 million in a core deposit intangible. Liabilities assumed were $272.5$149.3 million, of which $266.4$124.9 million were deposits. During the second quarterAs a result of 2015, adjustments were made to the acquisition fair values primarily based upon updated collateral valuations resulting in an increase of $5.4 million to the gain on acquisition. These adjustments were applied retroactively to the first quarter of 2015 and brought the total gain on the transaction, to $42.9FCB recorded $17.5 million which is included in noninterest income inof goodwill. The amount of goodwill represents the Consolidated Statement of Income. The total after-tax impactexcess purchase price over the estimated fair value of the gain was $26.4 million.
net assets acquired. The following table providespremium paid reflects the identifiable assets acquiredincreased market share and liabilities assumed at their estimated fair values asrelated synergies that are expected to result from the acquisition. None of the acquisition date.
|
| | | | |
(Dollars in thousands) | | As recorded by FCB |
Assets | | |
Cash and cash equivalents | | $ | 19,622 |
|
Investment securities | | 35,413 |
|
Loans | | 154,496 |
|
Intangible assets | | 690 |
|
Other assets | | 1,714 |
|
Total assets acquired | | 211,935 |
|
Liabilities | | |
Deposits | | 266,352 |
|
Short-term borrowings | | 5,501 |
|
Other liabilities | | 667 |
|
Total liabilities assumed | | 272,520 |
|
Fair value of net liabilities assumed | | (60,585 | ) |
Cash received from FDIC | | 103,515 |
|
Gain on acquisition of CCBT | | $ | 42,930 |
|
Merger-related expenses of $1.9 million were recorded ingoodwill is deductible for income tax purposes as the Consolidated Statement of Income for the year ended December 31, 2015. Loan-related interest income generated from CCBT was approximately $8.3 million for the year ended December 31, 2015.
All loans resulting from the CCBT transaction were recorded at the acquisition date with a discount attributable, at least in part, to credit quality, and are thereforemerger is accounted for as PCIa qualified stock purchase.
Based on such credit factors as past due status, nonaccrual status, life-to-date charge-offs and other quantitative and qualitative considerations, the acquired loans were separated into loans with evidence of credit deterioration, which are accounted for under ASC 310-30.310-30 (PCI loans), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (non-PCI loans).
Bancorporation Merger
On October 1, 2014, BancShares completed the merger of Bancorporation with and into BancShares pursuant to an Agreement and Plan of Merger dated June 10, 2014, as amended on July 29, 2014. FCB-SC merged with and into FCB on January 1, 2015.
Under the terms of the Merger Agreement, each share of Bancorporation common stock was converted into the right to receive 4.00 shares of BancShares' Class A common stock and $50.00 cash, unless the holder elected for each share to be converted into the right to receive 3.58 shares of BancShares' Class A common stock and 0.42 shares of BancShares' Class B common stock. BancShares issued 2,586,762 Class A common shares at a fair value of $560.4 million and 18,202 Class B common shares at a fair value of $3.9 million to Bancorporation shareholders. Also, cash paid to Bancorporation shareholders was $30.4 million. At the time of the merger, BancShares owned 32,042 shares of common stock in Bancorporation with an approximate fair value of $29.6 million. The fair value of common stock owned by BancShares in Bancorporation is considered part of the purchase
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
price, and the shares ceased to exist after completion of the merger. A gain of $29.1 million was recognized on these shares as a result and is included in securities gains on the Consolidated Statement of Income for 2014.
In connection with the Bancorporation merger, BancShares completed an analysis of the control ownership of BancShares and Bancorporation and determined that common control did not exist.
The merger between BancShares and Bancorporation created a more diversified financial institution that is better equipped to respond to economic and industry developments. Additionally, cost savings, efficiencies and other benefits were expected from the combined operations.
The Bancorporation merger was accounted for under the acquisition method of accounting. The purchased assets, assumed liabilities and identifiable intangible assets were recorded at their acquisition date estimated fair values. Fair values were subject to refinement for up to one year after the closing date of the transaction. The measurement period ended on October 1, 2015.
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) | | | |
Purchase Price | | | |
Value of shares of BancShares Class A common stock issued to Bancorporation shareholders | | | $ | 560,370 |
|
Value of shares of BancShares Class B common stock issued to Bancorporation shareholders | | | 3,877 |
|
Cash paid to Bancorporation shareholders | | | 30,394 |
|
Fair value of Bancorporation shares owned by BancShares | | | 29,551 |
|
Total purchase price | | | 624,192 |
|
| | | |
Assets | | | |
Cash and due from banks | $ | 194,570 |
| | |
Overnight investments | 1,087,325 |
| | |
Investment securities available for sale | 2,011,263 |
| | |
Loans held for sale | 30,997 |
| | |
Loans and leases | 4,491,067 |
| | |
Premises and equipment | 238,646 |
| | |
Other real estate owned | 35,344 |
| | |
Income earned not collected | 15,266 |
| | |
FDIC loss share receivable | 5,106 |
| | |
Other intangible assets | 109,416 |
| | |
Other assets | 56,367 |
| | |
Total assets acquired | 8,275,367 |
| | |
Liabilities | | | |
Deposits | 7,174,817 |
| | |
Short-term borrowings | 295,681 |
| | |
Long-term obligations | 124,852 |
| | |
FDIC loss share payable | 224 |
| | |
Other liabilities | 59,834 |
| | |
Total liabilities assumed | $ | 7,655,408 |
| | |
Fair value of net assets acquired | | | 619,959 |
|
Goodwill recorded for Bancorporation | | | $ | 4,233 |
|
|
| | | | | | | | |
(Dollars in thousands) | | As recorded by FCB |
Purchase Price | | | | $ | 30,426 |
|
Assets | | | | |
Cash and due from banks | | $ | 6,418 |
| | |
Investment securities | | 4,549 |
| | |
Loans | | 135,146 |
| | |
Premises and equipment | | 5,369 |
| | |
Other real estate owned | | 2,319 |
| | |
Income earned not collected | | 531 |
| | |
Intangible assets | | 1,706 |
| | |
Other assets | | 6,210 |
| | |
Fair value of assets acquired | | 162,248 |
| | |
Liabilities | | | | |
Deposits | | 124,892 |
| | |
Accrued interest payable | | 177 |
| | |
Borrowings | | 24,000 |
| | |
Other liabilities | | 203 |
| | |
Fair value of liabilities assumed | | $ | 149,272 |
| | |
Fair value of net assets assumed | | | | 12,976 |
|
Goodwill recorded for Palmetto Heritage | | | | $ | 17,450 |
|
Merger-related expenses of $546 thousand from the Palmetto Heritage transaction were recorded in the Consolidated Statements of Income for the year ended December 31, 2018. Loan-related interest income generated from Palmetto Heritage was approximately $1.2 million since the acquisition date.
Capital Commerce Bancorp, Inc.
On October 2, 2018, FCB completed the merger of Milwaukee, Wisconsin-based Capital Commerce Bancorp, Inc. (Capital Commerce) and its subsidiary, Securant Bank & Trust, into FCB. Under the terms of the merger agreement, cash consideration of $4.75 per share was paid to the shareholders of Capital Commerce for each share of Capital Commerce's common stock with total consideration paid of $28.1 million. The merger allowed FCB to expand its presence and enhance banking efforts in the Milwaukee market.
The Capital Commerce transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on 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 values becomes available. As of December 31, 2018, there have been no refinements to the fair value of these assets acquired and liabilities assumed.
The fair value of the assets acquired was $221.9 million, including $173.4 million in non-PCI loans, $10.8 million in PCI loans and $2.7 million in a core deposit intangible. Liabilities assumed were $204.5 million, of which $172.4 million were deposits. As a result of the transaction, FCB recorded $10.7 million of goodwill. The amount of goodwill recordedrepresents 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 that are expected to result from the acquisition, and represents the excess purchase price over the estimated fair value of the net assets acquired. There were no adjustments to goodwill based on the allowed one year measurement period.acquisition. None of the goodwill is deductible for income tax purposes as the merger is accounted for as a tax-free exchange.qualified stock purchase.
The operating results
Based on such credit factors as past due status, nonaccrual status, life-to-date charge-offs and other quantitative and qualitative considerations, the acquired loans were separated into loans with evidence of BancSharescredit deterioration, which are accounted for the year ended December 31, 2014 include the results from the operations acquired in the Bancorporation transaction since October 1, 2014. Bancorporation's operations contributed approximately $92.8 million in total revenue (interest income plus noninterest income)under ASC 310-30 (PCI loans), and an estimated $12.7 million in net incomeloans that do not meet this criteria, which are accounted for the period from the acquisition date.under ASC 310-20 (non-PCI loans).
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 | | | | $ | 28,063 |
|
Assets | | | | |
Cash and due from banks | | $ | 3,244 |
| | |
Overnight investments | | 1,065 |
| | |
Investment securities | | 17,865 |
| | |
Loans | | 184,126 |
| | |
Premises and equipment | | 3,773 |
| | |
Income earned not collected | | 621 |
| | |
Intangible assets | | 2,680 |
| | |
Other assets | | 8,513 |
| | |
Fair value of assets acquired | | 221,887 |
| | |
Liabilities | | | | |
Deposits | | 172,387 |
| | |
Accrued interest payable | | 263 |
| | |
Borrowings | | 30,624 |
| | |
Other liabilities | | 1,230 |
| | |
Fair value of liabilities assumed | | $ | 204,504 |
| | |
Fair value of net assets assumed | | | | 17,383 |
|
Goodwill recorded for Capital Commerce | | | | $ | 10,680 |
|
Merger-related expenses of $12.3$1.2 million and $8.0 millionfrom the Capital Commerce transaction were recorded in the Consolidated Statements of Income for the yearsyear ended December 31, 20152018. Loan-related interest income generated from Capital Commerce was approximately $3.2 million since the acquisition date.
HomeBancorp, Inc.
On May 1, 2018, FCB completed the merger of Tampa, Florida-based HomeBancorp, Inc. (HomeBancorp) and 2014, respectively.its subsidiary, HomeBanc, into FCB. Under the terms of the merger agreement, cash consideration of $15.03 per share was paid to the shareholders of HomeBancorp for each share of HomeBancorp's common stock, with total consideration paid of $112.7 million. The merger allowed FCB to expand its footprint in Florida by entering into two new markets in Tampa and Orlando.
The HomeBancorp transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on 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 values becomes available. As of December 31, 2015, all2018, there have been no refinements to the fair value of these assets acquired and liabilities assumed.
The fair value of the assets acquired was $842.7 million, including $550.6 million in non-PCI loans, $15.6 million in PCI loans and $9.9 million in a core deposit intangible. Liabilities assumed were $787.7 million, of which $619.6 million were deposits. As a result of the transaction, FCB recorded $57.6 million 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 that are expected to result from the acquisition. None of the goodwill is deductible for income tax purposes as the merger related activities are complete and no further merger-related expenses are anticipated.is accounted for as a qualified stock purchase.
Based on such credit factors as past due status, nonaccrual status, loan-to-value, credit scores and credit risk ratings,other quantitative and qualitative considerations, the acquired loans were dividedseparated into loans with evidence of credit quality deterioration, at the acquisition date, which are accounted for under ASC 310-30 (included in PCI(PCI loans), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (included in non-PCI(non-PCI loans).
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following unaudited pro forma financial information reflectstable provides the consolidated resultspurchase price as of operationsthe acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values.
|
| | | | | | | | |
(Dollars in thousands) | | As recorded by FCB |
Purchase Price | | | | $ | 112,657 |
|
Assets | | | | |
Cash and due from banks | | $ | 6,359 |
| | |
Overnight investments | | 10,393 |
| | |
Investment securities | | 200,918 |
| | |
Loans held for sale | | 791 |
| | |
Loans | | 566,173 |
| | |
Premises and equipment | | 6,542 |
| | |
Other real estate owned | | 2,135 |
| | |
Income earned not collected | | 2,717 |
| | |
Intangible assets | | 13,206 |
| | |
Other assets | | 33,459 |
| | |
Fair value of assets acquired | | 842,693 |
| | |
Liabilities | | | | |
Deposits | | 619,589 |
| | |
Accrued interest payable | | 1,020 |
| | |
Borrowings | | 161,917 |
| | |
Other liabilities | | 5,126 |
| | |
Fair value of liabilities assumed | | $ | 787,652 |
| | |
Fair value of net assets assumed | | | | 55,041 |
|
Goodwill recorded for HomeBancorp | | | | $ | 57,616 |
|
Merger-related expenses of BancShares. These results combine$2.3 million from the historical results of BancorporationHomeBancorp transaction were recorded in the BancShares' Consolidated Statements of Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2013. The unaudited pro forma information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future results of operations of BancShares.
|
| | | |
| Year ended December 31 |
(Dollars in thousands, unaudited) | 2014 |
Total revenue (interest income plus noninterest income) | $ | 1,336,340 |
|
Net loss | $ | (13,171 | ) |
The merger transaction between BancShares and Bancorporation constituted a triggering event for which Bancorporation undertook a goodwill impairment assessment. Based on the analysis performed, Bancorporation determined that its fair value did not support the goodwill recorded; therefore, Bancorporation recorded a $166.8 million goodwill impairment charge to write-off a portion of goodwill prior to the October 1, 2014 effective date of the merger. This goodwill impairment is included in the pro forma financial results for the year ended December 31, 2014.2018. Loan-related interest income generated from HomeBancorp was approximately $17.4 million since the acquisition date.
1st Financial Merger
Guaranty Bank
On January 1, 2014,May 5, 2017, FCB completed its mergerentered into an agreement with 1st Financialthe FDIC, as Receiver, to purchase certain assets and assume certain liabilities of Hendersonville, NC and its wholly-owned subsidiary, Mountain 1stGuaranty Bank & Trust Company (Mountain 1st). FCB paid $10.0 million to acquire 1st Financial, including payments(Guaranty) of $8.0 million to the U.S. Treasury to acquire and subsequently retire 1st Financial's Troubled Asset Relief Program obligation and $2.0 million paid to the shareholders of 1st Financial.
Milwaukee, Wisconsin. The 1st Financial mergerGuaranty transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date. These fair values were subject to refinement for up to one year after the closing date of the acquisition. The measurement period ended on December 31, 2014. Assets acquired, excluding goodwill, were $612.9 million, including $307.9 million in loans and leases, $237.4 million of investment securities available for sale, $28.2 million in cash and $3.8 million in core deposit intangibles. Liabilities assumed were $635.8 million, including $631.9 million of deposits. Goodwill of $32.9 million was recorded equalingMay 4, 2018, with no material changes to the excess purchase price over the estimatedoriginal calculated fair values.
The fair value of the net assets acquired was $875.1 million, including $574.6 million in non-PCI loans, $114.5 million in PCI loans and $9.9 million in a core deposit intangible. Liabilities assumed were $982.7 million, of which $982.3 million were deposits. The total gain on the acquisition date.
Merger costs related totransaction was $122.7 million, which is included in noninterest income in the 1st Financial transaction were $5.0 million for the year ended December 31, 2014. Loan related interest income generated from 1st Financial was approximately $15.2 million for the year ended December 31, 2014.
All loans resulting from the 1st Financial transaction were recognized upon acquisition date with a discount attributable, at least in part, to credit quality, and are therefore accounted for as PCI loans under ASC 310-30.Consolidated Statements of Income.
Merger-related expenses of $2.3 million and $7.4 million were recorded in the Consolidated Statements of Income for the years ended December 31, 2018, and December 31, 2017, respectively. Loan-related interest income generated from Guaranty was approximately $17.3 million and $20.5 million for the years ended December 31, 2018, and December 31, 2017, respectively. While the acquisition gain of $122.7 million was significant for 2017, the ongoing contributions of this transaction to BancShares' financial statements is not considered material and therefore pro forma financial data is not included.
Based on such credit factors as past due status, nonaccrual status, loan-to-value, credit scores, and other quantitative and qualitative considerations, the acquired loans were separated into loans with evidence of credit deterioration, which are accounted for under ASC 310-30 (PCI loans), and loans that do not meet this criteria, which are accounted for under ASC 310-20 (non-PCI loans).
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Harvest Community Bank
On January 13, 2017, FCB entered into an agreement with the FDIC, as Receiver, to purchase certain assets and assume certain liabilities of Harvest Community Bank (HCB) of Pennsville, New Jersey. The HCB transaction was accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date. These fair values were subject to refinement for up to one year after the closing date of the acquisition. The measurement period ended on January 12, 2018, with no material changes to the original calculated fair values.
The fair value of the assets acquired was $111.6 million, including $85.1 million in PCI loans and $850 thousand in a core deposit intangible. Liabilities assumed were $121.8 million, of which the majority were deposits. The total gain on the transaction was $12.0 million, which is included in noninterest income in the Consolidated Statements of Income.
There were no merger-related expenses recorded for the year ended December 31, 2018, and $1.2 million were recorded in the Consolidated Statements of Income for the year ended December 31, 2017. Loan-related interest income generated from HCB was approximately $3.7 million and $3.8 million for the years ended December 31, 2018 and December 31, 2017, respectively.
All loans resulting from the HCB transaction were recorded at the acquisition date with a discount attributable, at least in part, to credit quality deterioration, and are therefore accounted for as PCI under ASC 310-30.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C
INVESTMENTS
The amortized cost and fair value of investment securities classified as available for sale and held to maturity at December 31, 20152018 and 2014,2017, were as follows:
| | | December 31, 2015 | December 31, 2018 |
(Dollars in thousands) | Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value | Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Investment securities available for sale | | | | | | | | | | | | | | |
U.S. Treasury | $ | 1,675,996 |
| | $ | 4 |
| | $ | 1,118 |
| | $ | 1,674,882 |
| $ | 1,249,243 |
| | $ | 633 |
| | $ | 2,166 |
| | $ | 1,247,710 |
|
Government agency | 498,804 |
| | 230 |
| | 374 |
| | 498,660 |
| 257,252 |
| | 222 |
| | 639 |
| | 256,835 |
|
Mortgage-backed securities | 4,692,447 |
| | 5,120 |
| | 29,369 |
| | 4,668,198 |
| 2,956,793 |
| | 5,309 |
| | 52,763 |
| | 2,909,339 |
|
Equity securities | 7,935 |
| | 968 |
| | 10 |
| | 8,893 |
| |
Corporate bonds | | 139,906 |
| | 59 |
| | 864 |
| | 139,101 |
|
Other | 10,615 |
| | 45 |
| | — |
| | 10,660 |
| 3,923 |
| | 202 |
| | — |
| | 4,125 |
|
Total investment securities available for sale | $ | 6,885,797 |
| | $ | 6,367 |
| | $ | 30,871 |
| | $ | 6,861,293 |
| $ | 4,607,117 |
| | $ | 6,425 |
| | $ | 56,432 |
| | $ | 4,557,110 |
|
| | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value | Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
U.S. Treasury | $ | 2,626,900 |
| | $ | 2,922 |
| | $ | 152 |
| | $ | 2,629,670 |
| $ | 1,658,410 |
| | $ | — |
| | $ | 546 |
| | $ | 1,657,864 |
|
Government agency | 908,362 |
| | 702 |
| | 247 |
| | 908,817 |
| 8,695 |
| | 15 |
| | 40 |
| | 8,670 |
|
Mortgage-backed securities | 3,628,187 |
| | 16,964 |
| | 11,847 |
| | 3,633,304 |
| 5,419,379 |
| | 1,529 |
| | 80,152 |
| | 5,340,756 |
|
Municipal securities | 125 |
| | 1 |
| | — |
| | 126 |
| |
Marketable equity securities | | 75,471 |
| | 29,737 |
| | — |
| | 105,208 |
|
Corporate bonds | | 59,414 |
| | 557 |
| | 8 |
| | 59,963 |
|
Other | | 7,645 |
| | 256 |
| | 182 |
| | 7,719 |
|
Total investment securities available for sale | $ | 7,163,574 |
| | $ | 20,589 |
| | $ | 12,246 |
| | $ | 7,171,917 |
| $ | 7,229,014 |
| | $ | 32,094 |
| | $ | 80,928 |
| | $ | 7,180,180 |
|
| | | | | | | | | | | | | | |
| December 31, 2015 | December 31, 2018 |
| Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value | Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Investment securities held to maturity | | | | | | | | | | | | | | |
Mortgage-backed securities | $ | 255 |
| | $ | 10 |
| | $ | — |
| | $ | 265 |
| $ | 2,184,653 |
| | $ | 17,339 |
| | $ | 490 |
| | $ | 2,201,502 |
|
| | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value | Cost | | Gross unrealized gains | | Gross unrealized losses | | Fair value |
Mortgage-backed securities | $ | 518 |
| | $ | 26 |
| | $ | — |
| | $ | 544 |
| $ | 76 |
| | $ | 5 |
| | $ | — |
| | $ | 81 |
|
The adoption of ASU 2016-01in the first quarter of 2018 resulted in marketable equity investments being reported separately in the Consolidated Balance Sheets and the change in fair value of those investments is reflected in the Consolidated Statements of Income. At adoption, we recorded a cumulative-effect adjustment to the consolidated balance sheet resulting in an $18.7 million increase to retained earnings and a corresponding decrease to AOCI. The fair value of marketable equity securities was $92.6 million and $105.2 million, respectively, at December 31, 2018 and 2017.
On May 1, 2018, mortgage-backed securities with an amortized cost of $2.49 billion were transferred from investments available for sale to the held to maturity portfolio. At the time of transfer, the mortgage-backed securities had a fair value of $2.38 billion and a weighted average contractual maturity of 13 years. The unrealized loss on these securities at the date of transfer was $109.5 million or $84.3 million net of tax, and continues to be reported as a component of AOCI. This unrealized loss will be accreted over the remaining expected life of the securities as an adjustment of yield and is partially offset by the amortization of the corresponding discount on the transferred securities. As of December 31, 2018, $17.1 million or $13.2 million net of tax, of the unrealized loss has been accreted from AOCI into interest income. FCB has the intent and ability to retain these securities until maturity.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Investments in mortgage-backed securities primarily 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 investments include trust preferred securities of financial institutions. BancShares holds approximately 298,000 shares of Visa Class B common stock with a cost basis of zero. BancShares' Visa Class B shares are not considered to have a readily determinable fair value and are included in the Consolidated Balance Sheets at a $0 fair value.
The following table provides the amortized cost and fair value by contractual maturity. Expected maturities will differ from contractual maturities on certain securities because borrowers and issuers may have the right to call or prepay obligations with or without prepayment penalties. Repayments of mortgage-backedMortgage-backed, government agency and equity securities are dependentstated separately as they are not due at a single maturity date.
|
| | | | | | | | | | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | Cost | | Fair value | | Cost | | Fair value |
Investment securities available for sale | | | | | | | |
Non-amortizing securities maturing in: | | | | | | | |
One year or less | $ | 1,049,253 |
| | $ | 1,047,380 |
| | $ | 808,768 |
| | $ | 808,301 |
|
One through five years | 205,526 |
| | 205,805 |
| | 849,642 |
| | 849,563 |
|
Five through 10 years | 134,370 |
| | 133,626 |
| | 59,414 |
| | 59,963 |
|
Over 10 years | 3,923 |
| | 4,125 |
| | 7,645 |
| | 7,719 |
|
Government agency | 257,252 |
| | 256,835 |
| | 8,695 |
| | 8,670 |
|
Mortgage-backed securities | 2,956,793 |
| | 2,909,339 |
| | 5,419,379 |
| | 5,340,756 |
|
Marketable equity securities | — |
| | — |
| | 75,471 |
| | 105,208 |
|
Total investment securities available for sale | $ | 4,607,117 |
| | $ | 4,557,110 |
| | $ | 7,229,014 |
| | $ | 7,180,180 |
|
Investment securities held to maturity | | | | | | | |
Mortgage-backed securities held to maturity | $ | 2,184,653 |
| | $ | 2,201,502 |
| | $ | 76 |
| | $ | 81 |
|
For each period presented, securities gains (losses) include the following:
|
| | | | | | | | | | | |
| Year ended December 31 |
(Dollars in thousands) | 2018 | | 2017 | | 2016 |
Gross gains on retirement/sales of investment securities available for sale | $ | 353 |
| | $ | 11,635 |
| | $ | 27,104 |
|
Gross losses on sales of investment securities available for sale | (2 | ) | | (7,342 | ) | | (431 | ) |
Net securities gains | $ | 351 |
| | $ | 4,293 |
| | $ | 26,673 |
|
The following table provides the realized and unrealized gains or losses on marketable equity securities for the repayments of the underlying loan balances. Equity securities do not have a stated maturity date.three and twelve months ended December 31, 2018.
|
| | | | | | | |
(Dollars in thousands) | Three months ended December 31, 2018 | | Twelve months ended December 31, 2018 |
Marketable equity securities (losses) gains, net | $ | (16,875 | ) | | $ | (7,610 | ) |
Less net gains recognized on marketable equity securities sold | 9 |
| | 1,190 |
|
Unrealized (losses) gains recognized on marketable equity securities held | $ | (16,884 | ) | | $ | (8,800 | ) |
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | |
| December 31, 2015 | | December 31, 2014 |
(Dollars in thousands) | Cost | | Fair value | | Cost | | Fair value |
Investment securities available for sale | | | | | | | |
Non-amortizing securities maturing in: | | | | | | | |
One year or less | $ | 1,255,714 |
| | $ | 1,255,094 |
| | $ | 447,866 |
| | $ | 447,992 |
|
One through five years | 919,086 |
| | 918,448 |
| | 3,087,521 |
| | 3,090,621 |
|
Five through 10 years | 8,500 |
| | 8,500 |
| | — |
| | — |
|
Over 10 years | 2,115 |
| | 2,160 |
| | — |
| | — |
|
Mortgage-backed securities | 4,692,447 |
| | 4,668,198 |
| | 3,628,187 |
| | 3,633,304 |
|
Equity securities | 7,935 |
| | 8,893 |
| | — |
| | — |
|
Total investment securities available for sale | $ | 6,885,797 |
| | $ | 6,861,293 |
| | $ | 7,163,574 |
| | $ | 7,171,917 |
|
Investment securities held to maturity | | | | | | | |
Mortgage-backed securities held to maturity | $ | 255 |
| | $ | 265 |
| | $ | 518 |
| | $ | 544 |
|
For each period presented, securities gains (losses) include the following:
|
| | | | | | | | | | | |
| Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 |
Gross gains on retirement/sales of investment securities available for sale | $ | 10,834 |
| | $ | 29,129 |
| | $ | — |
|
Gross losses on sales of investment securities available for sale | (17 | ) | | (33 | ) | | — |
|
Total securities gains | $ | 10,817 |
| | $ | 29,096 |
| | $ | — |
|
The following table provides information regarding securities with unrealized losses as of December 31, 20152018 and 20142017:
| | | December 31, 2015 | December 31, 2018 |
| Less than 12 months | | 12 months or more | | Total | Less than 12 months | | 12 months or more | | Total |
(Dollars in thousands) | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Investment securities available for sale: | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury | $ | 1,539,637 |
| | $ | 1,118 |
| | $ | — |
| | $ | — |
| | $ | 1,539,637 |
| | $ | 1,118 |
| $ | 248,983 |
| | $ | 113 |
| | $ | 848,622 |
| | $ | 2,053 |
| | $ | 1,097,605 |
| | $ | 2,166 |
|
Government agency | 229,436 |
| | 374 |
| | — |
| | — |
| | 229,436 |
| | 374 |
| 115,273 |
| | 601 |
| | 2,310 |
| | 38 |
| | 117,583 |
| | 639 |
|
Mortgage-backed securities | 3,570,470 |
| | 23,275 |
| | 280,126 |
| | 6,094 |
| | 3,850,596 |
| | 29,369 |
| 262,204 |
| | 2,387 |
| | 1,940,695 |
| | 50,376 |
| | 2,202,899 |
| | 52,763 |
|
Equity securities | 728 |
| | 10 |
| | — |
| | — |
| | 728 |
| | 10 |
| |
Other | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
Corporate bonds | | 79,066 |
| | 842 |
| | 5,000 |
| | 22 |
| | 84,066 |
| | 864 |
|
Total | $ | 5,340,271 |
| | $ | 24,777 |
| | $ | 280,126 |
| | $ | 6,094 |
| | $ | 5,620,397 |
| | $ | 30,871 |
| $ | 705,526 |
| | $ | 3,943 |
| | $ | 2,796,627 |
| | $ | 52,489 |
| | $ | 3,502,153 |
| | $ | 56,432 |
|
Investment securities held to maturity: | | | | | | | | | | | | |
Mortgage-backed securities | | $ | 5,111 |
| | $ | 181 |
| | $ | 10,131 |
| | $ | 309 |
| | $ | 15,242 |
| | $ | 490 |
|
| | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| Less than 12 months | | 12 months or more | | Total | Less than 12 months | | 12 months or more | | Total |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
Investment securities available for sale: | | | | | | | | | | | | | | | | | | | | | | |
U.S. Treasury | $ | 338,612 |
| | $ | 151 |
| | $ | 1,015 |
| | $ | 1 |
| | $ | 339,627 |
| | $ | 152 |
| $ | 1,408,166 |
| | $ | 345 |
| | $ | 249,698 |
| | $ | 201 |
| | $ | 1,657,864 |
| | $ | 546 |
|
Government agency | 261,288 |
| | 247 |
| | — |
| | — |
| | 261,288 |
| | 247 |
| 848 |
| | 12 |
| | 2,527 |
| | 28 |
| | 3,375 |
| | 40 |
|
Mortgage-backed securities | 573,374 |
| | 1,805 |
| | 831,405 |
| | 10,042 |
| | 1,404,779 |
| | 11,847 |
| 2,333,254 |
| | 20,911 |
| | 2,723,406 |
| | 59,241 |
| | 5,056,660 |
| | 80,152 |
|
Corporate bonds | | 5,025 |
| | 8 |
| | — |
| | — |
| | 5,025 |
| | 8 |
|
Other | | 5,349 |
| | 182 |
| | — |
| | — |
| | 5,349 |
| | 182 |
|
Total | $ | 1,173,274 |
| | $ | 2,203 |
| | $ | 832,420 |
| | $ | 10,043 |
| | $ | 2,005,694 |
| | $ | 12,246 |
| $ | 3,752,642 |
| | $ | 21,458 |
| | $ | 2,975,631 |
| | $ | 59,470 |
| | $ | 6,728,273 |
| | $ | 80,928 |
|
InvestmentAs of December 31, 2018, there were 221 investment securities with an aggregate fair value of $280.1 million haveavailable for sale that had continuous unrealized losses for more than 12 months as of December 31, 2015 with an aggregate unrealized loss of $6.1 million. As of December 31, 2015, all 39 of these investmentswhich 213 are government sponsored, enterprise-issued mortgage-backed securities. securities or government agency securities, 7 are U.S. Treasury securities and 1 is a corporate bond. There were 2 investment securities held to maturity, which were government sponsored, enterprise-issued mortgage securities, that had continuous losses for more than 12 months at December 31, 2018.
None of the unrealized losses identified as of December 31, 20152018 or December 31, 20142017 relate to the marketability of the securities or the issuer’s ability to honor redemption obligations. For all periods presented,Rather, the unrealized losses related to changes in interest rates and spreads relative to when the investment securities were purchased. BancShares hadhas the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses. Therefore, none of the securities were deemed to be other than temporarily impaired.OTTI.
InvestmentDebt securities having an aggregate carrying value of $4.73$4.03 billion at December 31, 20152018 and $4.37$4.59 billion at December 31, 20142017, were pledged as collateral to secure public funds on deposit and certain short-term borrowings, and for other purposes as required by law.
NOTE D
LOANS AND LEASES
BancShares' accounting methods for loans and leases differ depending on whether they are non-PCI or PCI. Loans that are originated by BancShares and loans that are performing under their contractual obligations at acquisition are classified as Non-PCI. Loans that reflect credit deterioration since origination such that it is probable at acquisition that BancShares will be unable to collect all contractually required payments are classified as PCI. Additionally, acquired loans are recorded at fair value at the date of acquisition, with no corresponding allowance for loan and lease losses. See Note A for additional information on non-PCI and PCI loans and leases.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D
LOANS AND LEASESLoans and leases outstanding include the following at December 31, 2018 and 2017:
BancShares' accounting methods |
| | | | | | | |
(Dollars in thousands) | December 31, 2018 | | December 31, 2017 |
Non-PCI loans and leases: | | | |
Commercial: | | | |
Construction and land development | $ | 757,854 |
| | $ | 669,215 |
|
Commercial mortgage | 10,717,234 |
| | 9,729,022 |
|
Other commercial real estate | 426,985 |
| | 473,433 |
|
Commercial and industrial and leases | 3,938,730 |
| | 3,625,208 |
|
Other | 296,424 |
| | 302,176 |
|
Total commercial loans | 16,137,227 |
| | 14,799,054 |
|
Noncommercial: | | | |
Residential mortgage | 4,265,687 |
| | 3,523,786 |
|
Revolving mortgage | 2,542,975 |
| | 2,701,525 |
|
Construction and land development | 257,030 |
| | 248,289 |
|
Consumer | 1,713,781 |
| | 1,561,173 |
|
Total noncommercial loans | 8,779,473 |
| | 8,034,773 |
|
Total non-PCI loans and leases | 24,916,700 |
| | 22,833,827 |
|
PCI loans: | | | |
Total PCI loans | 606,576 |
| | 762,998 |
|
Total loans and leases | $ | 25,523,276 |
| | $ | 23,596,825 |
|
At December 31, 2018, $9.12 billion in noncovered loans with a lendable collateral value of $6.36 billion were used to secure $175.2 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $6.18 billion. At December 31, 2017, $8.75 billion in noncovered loans with a lendable collateral value of $6.08 billion were used to secure $835.2 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $5.24 billion.
At December 31, 2018, $2.94 billion in noncovered loans with a lendable collateral value of $2.19 billion were used to secure additional borrowing capacity at the Federal Reserve Bank (FRB). At December 31, 2017, $2.77 billion in noncovered loans with a lendable collateral value of $2.08 billion were used to secure additional borrowing capacity at the FRB.
Certain residential real estate loans are originated to be sold to investors and are recorded in loans held for sale at fair value. Loans held for sale totaled $45.5 million and $51.2 million at December 31, 2018 and 2017, respectively. We may change our strategy for certain portfolio loans and sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at fair value.
During 2018, total proceeds from sales of residential mortgage loans were $618.1 million of which $608.5 million related to sales of loans held for sale. The remaining $9.6 million related to sales of portfolio loans, which were sold at par. During 2017, total proceeds from sales of residential mortgage loans were $823.5 million, of which $660.8 million related to sales of loans held for sale. The remaining $162.6 million related to sales of portfolio loans, which resulted in a gain of $1.0 million.
Net deferred fees on originated non-PCI loans and leases, differ dependingincluding unearned income as well as unamortized costs, were $79 thousand and $1.7 million at December 31, 2018 and December 31, 2017, respectively. The unamortized discounts related to purchased non-PCI loans in the Capital Commerce, HomeBancorp, Guaranty, Cordia Bancorp, Inc. (Cordia) and First Citizens Bancorporation, Inc. (Bancorporation) acquisitions were $3.1 million, $6.3 million, $10.8 million, $1.4 million and $12.0 million at December 31, 2018, respectively. At December 31, 2017, the unamortized discounts related to purchased non-PCI loans and leases from the Guaranty, Cordia and Bancorporation acquisitions were $14.2 million, $2.7 million and $18.1 million, respectively. During the years ended December 31, 2018 and December 31, 2017, accretion income on whether they are purchased credit-impaired (PCI) or non-PCI. Non-PCInon-PCI loans include originated commercial, originated noncommercial, purchased revolving, and purchased non-impaired loans. For purchased non-impaired loans to be included as non-PCI, it must be determined that the loans do not have a discount due, at least in part, to credit quality at the time of acquisition. Conversely, loans for which it is probable at acquisition that all required payments will not be collected in accordance with contractual terms are considered PCI loans. PCI loans are evaluated at acquisitionleases was $12.8 million and where a discount is required at least in part due to credit quality, the non-revolving loans are accounted for under the guidance in ASC Topic 310-30, $13.6 million, respectively.
Loans and Debt Securities Acquired with Deteriorated Credit Quality. PCIleases to borrowers in medical, dental or related fields were $4.98 billion as of December 31, 2018, which represents 19.5 percent of total loans are recordedand leases, compared to $4.86 billion or 20.6 percent of total loans and leases at fairDecember 31, 2017. The credit risk of this industry concentration is mitigated through our underwriting policies, which emphasize reliance on adequate borrower cash flow, rather than underlying collateral value, at the date of acquisition. No allowanceand our preference for loan and lease losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk. An allowance is recorded if there is additional credit deterioration after the acquisition date. Note A of BancShares' Notes to Consolidated Financial Statements provides additional information.
BancShares reports PCI and non-PCI loan portfolios separately, and each portfolio is further divided into commercial and non-commercial based on the type of borrower, purpose, collateral, and/or our underlying credit management processes. Additionally, loans are assigned to loan classes, which further disaggregate loans based upon common risk characteristics.
Commercial – Commercial loans include construction and land development, commercial mortgage, other commercial real estate, commercial and industrial, lease financing and other.
Construction and land development – Construction and land development consists of loans to finance land for development, investment, and use in a commercial business enterprise; multifamily apartments; and other commercial buildings that may be owner-occupied or income generating investments for the owner.
Commercial mortgage – Commercial mortgage consists of loans to purchase or refinance owner-occupied nonresidential and investment properties. Investment properties include office buildings and other facilities that are rented or leased to unrelated parties.
Other commercial real estate – Other commercial real estate consists of loans secured by farmland (including residential farmsowner-occupied real property. Except for this single concentration, no other industry represented more than 10 percent of total loans and other improvements) and multifamily (5 or more) residential properties.leases outstanding at December 31, 2018.
Commercial and industrial – Commercial and industrial consists of loans or lines of credit to finance corporate credit cards, accounts receivable, inventory and other general business purposes.
Lease financing – Lease financing consists solely of lease financing agreements for business equipment, vehicles and other assets.
Other – Other consists of all other commercial loans not classified in one of the preceding classes. These typically include loans to non-profit organizations such as churches, hospitals, educational and charitable organizations.
Noncommercial – Noncommercial consist of residential and revolving mortgage, construction and land development, and consumer loans.
Residential mortgage – Residential real estate consists of loans to purchase, construct or refinance the borrower's primary dwelling, second residence or vacation home.
Revolving mortgage – Revolving mortgage consists of home equity lines of credit that are secured by first or second liens on the borrower's primary residence.
Construction and land development – Construction and land development consists of loans to construct the borrower's primary or secondary residence or vacant land upon which the owner intends to construct a single-family dwelling at a future date.
Consumer – Consumer loans consist of installment loans to finance purchases of vehicles, unsecured home improvements and revolving lines of credit that can be secured or unsecured, including personal credit cards.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Loans and leases outstanding include the following as of the dates indicated:
|
| | | | | | | |
(Dollars in thousands) | December 31, 2015 | | December 31, 2014 |
Non-PCI loans and leases: | | | |
Commercial: | | | |
Construction and land development | $ | 620,352 |
| | $ | 493,133 |
|
Commercial mortgage | 8,274,548 |
| | 7,552,948 |
|
Other commercial real estate | 321,021 |
| | 244,875 |
|
Commercial and industrial | 2,368,958 |
| | 1,988,934 |
|
Lease financing | 730,778 |
| | 571,916 |
|
Other | 314,832 |
| | 353,833 |
|
Total commercial loans | 12,630,489 |
| | 11,205,639 |
|
Noncommercial: | | | |
Residential mortgage | 2,695,985 |
| | 2,493,058 |
|
Revolving mortgage | 2,523,106 |
| | 2,561,800 |
|
Construction and land development | 220,073 |
| | 205,016 |
|
Consumer | 1,219,821 |
| | 1,117,454 |
|
Total noncommercial loans | 6,658,985 |
| | 6,377,328 |
|
Total non-PCI loans and leases | 19,289,474 |
| | 17,582,967 |
|
PCI loans: | | | |
Commercial: | | | |
Construction and land development | $ | 33,880 |
| | $ | 78,079 |
|
Commercial mortgage | 525,468 |
| | 577,518 |
|
Other commercial real estate | 17,076 |
| | 40,193 |
|
Commercial and industrial | 15,182 |
| | 27,254 |
|
Other | 2,008 |
| | 3,079 |
|
Total commercial loans | 593,614 |
| | 726,123 |
|
Noncommercial: | | | |
Residential mortgage | 302,158 |
| | 382,340 |
|
Revolving mortgage | 52,471 |
| | 74,109 |
|
Construction and land development | — |
| | 912 |
|
Consumer | 2,273 |
| | 3,014 |
|
Total noncommercial loans | 356,902 |
| | 460,375 |
|
Total PCI loans | 950,516 |
| | 1,186,498 |
|
Total loans and leases | $ | 20,239,990 |
| | $ | 18,769,465 |
|
At December 31, 2015, $272.6 million in total loans were covered under loss share agreements, compared to $485.3 million at December 31, 2014. During 2015, loss share protection expired for non-single family residential loans acquired from Sun American Bank (SAB) and Williamsburg First National Bank (WFNB) and all loans acquired from First Regional Bank (FRB). The loan balances at December 31, 2015 for the expired agreements from SAB and WFNB were $26.7 million and $6.8 million, respectively. FRB loan balances at December 31, 2015 were insignificant. Loss share protection for United Western Bank (UWB), Atlantic Bank & Trust (ABT) and Colorado Capital Bank (CCB) non-single family residential loans with balances of $119.6 million, $9.7 million and $4.8 million, respectively, at December 31, 2015 will expire at the beginning of the second quarter of 2016, third quarter of 2016 and fourth quarter of 2016, respectively. The remaining decrease in covered loans is due to pay downs and payoffs.
At December 31, 2015, $8.58 billion in noncovered loans with a lendable collateral value of $6.08 billion were used to secure $510.3 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $5.57 billion. At December 31, 2014, $3.16 billion in noncovered loans with a lendable collateral value of $2.20 billion were used to secure $240.3 million in FHLB of Atlanta advances, resulting additional borrowing capacity of $1.96 billion.
To mitigate interest rate risk and credit risk, we sold $45.9 million of certain residential mortgage loans at par during 2015.
The unamortized discount related to non-PCI loans and leases acquired in the Bancorporation merger was $41.1 million and $61.2 million at December 31, 2015 and December 31, 2014, respectively. During the years ended December 31, 2015 and December 31, 2014, accretion income on non-PCI loans was $18.7 million and $5.9 million, respectively.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Credit quality indicators
Loans and leases are monitored for credit quality on a recurring basis. The credit quality indicators used are dependent on the portfolio segment to which the loan relates. Commercial and noncommercial loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segmentsegments being evaluated. The credit quality indicators for non-PCI and PCI commercial loans and leases are developed through a review of individual borrowers on an ongoing basis. Each commercial loan isCommercial loans are evaluated annuallyperiodically with more frequent evaluation of more severelyevaluations done on criticized loans or leases.loans. The credit quality indicators for PCI and non-PCI noncommercial loans are based on the delinquency status of the borrower. As the borrower becomes more delinquent, the likelihood of loss increases. The indicators represent the rating for loans or leases as of the date presented are based on the most recent assessment performed. These credit quality indicatorsperformed and are defined as follows: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.
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 December 31, 20152018 and December 31, 20142017, 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 compositioncredit quality indicators for non-PCI and PCI noncommercial loans are based on delinquency status of the loans and leases outstanding at December 31, 2015, and December 31, 2014, by credit quality indicator is provided below:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-PCI commercial loans and leases |
(Dollars in thousands) | Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | Other | | Total non-PCI commercial loans and leases |
Grade: | | | | | | | | | | | | | |
December 31, 2015 | | | | | | | | | | | | | |
Pass | $ | 611,314 |
| | $ | 8,024,831 |
| | $ | 318,187 |
| | $ | 2,219,606 |
| | $ | 719,338 |
| | $ | 311,401 |
| | $ | 12,204,677 |
|
Special mention | 5,191 |
| | 100,220 |
| | 475 |
| | 19,361 |
| | 4,869 |
| | 1,905 |
| | 132,021 |
|
Substandard | 3,847 |
| | 146,071 |
| | 959 |
| | 21,322 |
| | 6,375 |
| | 1,526 |
| | 180,100 |
|
Doubtful | — |
| | 599 |
| | — |
| | 408 |
| | 169 |
| | — |
| | 1,176 |
|
Ungraded | — |
| | 2,827 |
| | 1,400 |
| | 108,261 |
| | 27 |
| | — |
| | 112,515 |
|
Total | $ | 620,352 |
| | $ | 8,274,548 |
| | $ | 321,021 |
| | $ | 2,368,958 |
| | $ | 730,778 |
| | $ | 314,832 |
| | $ | 12,630,489 |
|
December 31, 2014 | | | | | | | | | | | | | |
Pass | $ | 474,374 |
| | $ | 7,284,714 |
| | $ | 242,053 |
| | $ | 1,859,415 |
| | $ | 564,319 |
| | $ | 349,111 |
| | $ | 10,773,986 |
|
Special mention | 13,927 |
| | 129,247 |
| | 909 |
| | 27,683 |
| | 3,205 |
| | 1,384 |
| | 176,355 |
|
Substandard | 4,720 |
| | 134,677 |
| | 1,765 |
| | 8,878 |
| | 3,955 |
| | 3,338 |
| | 157,333 |
|
Doubtful | — |
| | 2,366 |
| | — |
| | 164 |
| | 365 |
| | — |
| | 2,895 |
|
Ungraded | 112 |
| | 1,944 |
| | 148 |
| | 92,794 |
| | 72 |
| | — |
| | 95,070 |
|
Total | $ | 493,133 |
| | $ | 7,552,948 |
| | $ | 244,875 |
| | $ | 1,988,934 |
| | $ | 571,916 |
| | $ | 353,833 |
| | $ | 11,205,639 |
|
borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | | | | | |
| Non-PCI noncommercial loans and leases |
(Dollars in thousands) | Residential mortgage | | Revolving mortgage | | Construction and land development | | Consumer | | Total non-PCI noncommercial loans and leases |
December 31, 2015 | | | | | | | | | |
Current | $ | 2,651,209 |
| | $ | 2,502,065 |
| | $ | 214,555 |
| | $ | 1,210,832 |
| | $ | 6,578,661 |
|
30-59 days past due | 23,960 |
| | 11,706 |
| | 3,211 |
| | 5,545 |
| | 44,422 |
|
60-89 days past due | 7,536 |
| | 3,704 |
| | 669 |
| | 1,822 |
| | 13,731 |
|
90 days or greater past due | 13,280 |
| | 5,631 |
| | 1,638 |
| | 1,622 |
| | 22,171 |
|
Total | $ | 2,695,985 |
| | $ | 2,523,106 |
| | $ | 220,073 |
| | $ | 1,219,821 |
| | $ | 6,658,985 |
|
December 31, 2014 | | | | | | | | | |
Current | $ | 2,454,797 |
| | $ | 2,542,807 |
| | $ | 202,344 |
| | $ | 1,110,153 |
| | $ | 6,310,101 |
|
30-59 days past due | 23,288 |
| | 11,097 |
| | 1,646 |
| | 4,577 |
| | 40,608 |
|
60-89 days past due | 6,018 |
| | 2,433 |
| | 824 |
| | 1,619 |
| | 10,894 |
|
90 days or greater past due | 8,955 |
| | 5,463 |
| | 202 |
| | 1,105 |
| | 15,725 |
|
Total | $ | 2,493,058 |
| | $ | 2,561,800 |
| | $ | 205,016 |
| | $ | 1,117,454 |
| | $ | 6,377,328 |
|
The composition of the loans and leases outstanding at December 31, 2018 and December 31, 2017, by credit quality indicator are provided below:
| | | | | | | | | | | | | | | December 31, 2018 |
| PCI commercial loans | Non-PCI commercial loans and leases |
(Dollars in thousands) | Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Other | | Total PCI commercial loans | Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial and leases | | Other | | Total non-PCI commercial loans and leases |
Grade: | | | | | | | | | | | | |
December 31, 2015 | | | | | | | | | | | | |
Pass | $ | 14,710 |
| | $ | 262,579 |
| | $ | 7,366 |
| | $ | 9,302 |
| | $ | 706 |
| | $ | 294,663 |
| $ | 753,985 |
| | $ | 10,507,687 |
| | $ | 422,500 |
| | $ | 3,778,797 |
| | $ | 294,700 |
| | $ | 15,757,669 |
|
Special mention | 758 |
| | 87,870 |
| | 60 |
| | 937 |
| | — |
| | 89,625 |
| 1,369 |
| | 114,219 |
| | 3,193 |
| | 54,814 |
| | 1,105 |
| | 174,700 |
|
Substandard | 14,131 |
| | 163,801 |
| | 9,229 |
| | 4,588 |
| | 1,302 |
| | 193,051 |
| 2,500 |
| | 92,743 |
| | 1,292 |
| | 30,688 |
| | 619 |
| | 127,842 |
|
Doubtful | 4,281 |
| | 10,875 |
| | — |
| | 282 |
| | — |
| | 15,438 |
| — |
| | — |
| | — |
| | 354 |
| | — |
| | 354 |
|
Ungraded | — |
| | 343 |
| | 421 |
| | 73 |
| | — |
| | 837 |
| — |
| | 2,585 |
| | — |
| | 74,077 |
| | — |
| | 76,662 |
|
Total | $ | 33,880 |
| | $ | 525,468 |
| | $ | 17,076 |
| | $ | 15,182 |
| | $ | 2,008 |
| | $ | 593,614 |
| $ | 757,854 |
| | $ | 10,717,234 |
| | $ | 426,985 |
| | $ | 3,938,730 |
| | $ | 296,424 |
| | $ | 16,137,227 |
|
December 31, 2014 | | | | | | | | | | | | |
| | | | | | | | | | | | |
| | December 31, 2017 |
| | Non-PCI commercial loans and leases |
| | Construction and land development | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial and leases | | Other | | Total non-PCI commercial loans and leases |
Pass | $ | 13,514 |
| | $ | 300,187 |
| | $ | 11,033 |
| | $ | 16,637 |
| | $ | 801 |
| | $ | 342,172 |
| $ | 665,197 |
| | $ | 9,521,019 |
| | $ | 468,942 |
| | $ | 3,395,086 |
| | $ | 298,064 |
| | $ | 14,348,308 |
|
Special mention | 6,063 |
| | 98,724 |
| | 16,271 |
| | 4,137 |
| | — |
| | 125,195 |
| 691 |
| | 78,643 |
| | 1,260 |
| | 48,470 |
| | 2,919 |
| | 131,983 |
|
Substandard | 53,739 |
| | 171,920 |
| | 12,889 |
| | 6,312 |
| | 2,278 |
| | 247,138 |
| 3,327 |
| | 128,848 |
| | 3,224 |
| | 25,202 |
| | 1,193 |
| | 161,794 |
|
Doubtful | 2,809 |
| | 6,302 |
| | — |
| | 130 |
| | — |
| | 9,241 |
| — |
| | 262 |
| | — |
| | 385 |
| | — |
| | 647 |
|
Ungraded | 1,954 |
| | 385 |
| | — |
| | 38 |
| | — |
| | 2,377 |
| — |
| | 250 |
| | 7 |
| | 156,065 |
| | — |
| | 156,322 |
|
Total | $ | 78,079 |
| | $ | 577,518 |
| | $ | 40,193 |
| | $ | 27,254 |
| | $ | 3,079 |
| | $ | 726,123 |
| $ | 669,215 |
| | $ | 9,729,022 |
| | $ | 473,433 |
| | $ | 3,625,208 |
| | $ | 302,176 |
| | $ | 14,799,054 |
|
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2018 |
| Non-PCI noncommercial loans and leases |
(Dollars in thousands) | Residential mortgage | | Revolving mortgage | | Construction and land development | | Consumer | | Total non-PCI noncommercial loans and leases |
Current | $ | 4,214,783 |
| | $ | 2,514,269 |
| | $ | 254,837 |
| | $ | 1,696,321 |
| | $ | 8,680,210 |
|
30-59 days past due | 28,239 |
| | 12,585 |
| | 581 |
| | 10,035 |
| | 51,440 |
|
60-89 days past due | 7,357 |
| | 4,490 |
| | 21 |
| | 3,904 |
| | 15,772 |
|
90 days or greater past due | 15,308 |
| | 11,631 |
| | 1,591 |
| | 3,521 |
| | 32,051 |
|
Total | $ | 4,265,687 |
| | $ | 2,542,975 |
| | $ | 257,030 |
| | $ | 1,713,781 |
| | $ | 8,779,473 |
|
| | | | | | | | | |
| December 31, 2017 |
| Non-PCI noncommercial loans and leases |
| Residential mortgage | | Revolving mortgage | | Construction and land development | | Consumer | | Total non-PCI noncommercial loans and leases |
Current | $ | 3,465,935 |
| | $ | 2,674,390 |
| | $ | 239,648 |
| | $ | 1,546,473 |
| | $ | 7,926,446 |
|
30-59 days past due | 27,886 |
| | 13,428 |
| | 7,154 |
| | 8,812 |
| | 57,280 |
|
60-89 days past due | 8,064 |
| | 3,485 |
| | 108 |
| | 2,893 |
| | 14,550 |
|
90 days or greater past due | 21,901 |
| | 10,222 |
| | 1,379 |
| | 2,995 |
| | 36,497 |
|
Total | $ | 3,523,786 |
| | $ | 2,701,525 |
| | $ | 248,289 |
| | $ | 1,561,173 |
| | $ | 8,034,773 |
|
|
| | | | | | | | | | | | | | | | | | | |
| PCI noncommercial loans |
(Dollars in thousands) | Residential mortgage | | Revolving mortgage | | Construction and land development | | Consumer | | Total PCI noncommercial loans |
December 31, 2015 | | | | | | | | | |
Current | $ | 257,207 |
| | $ | 47,901 |
| | $ | — |
| | $ | 1,981 |
| | $ | 307,089 |
|
30-59 days past due | 12,318 |
| | 1,127 |
| | — |
| | 86 |
| | 13,531 |
|
60-89 days past due | 4,441 |
| | 501 |
| | — |
| | 132 |
| | 5,074 |
|
90 days or greater past due | 28,192 |
| | 2,942 |
| | — |
| | 74 |
| | 31,208 |
|
Total | $ | 302,158 |
| | $ | 52,471 |
| | $ | — |
| | $ | 2,273 |
| | $ | 356,902 |
|
December 31, 2014 | | | | | | | | | |
Current | $ | 326,589 |
| | $ | 68,548 |
| | $ | 506 |
| | 2,582 |
| | $ | 398,225 |
|
30-59 days past due | 11,432 |
| | 1,405 |
| | — |
| | 147 |
| | 12,984 |
|
60-89 days past due | 10,073 |
| | 345 |
| | — |
| | 25 |
| | 10,443 |
|
90 days or greater past due | 34,246 |
| | 3,811 |
| | 406 |
| | 260 |
| | 38,723 |
|
Total | $ | 382,340 |
| | $ | 74,109 |
| | $ | 912 |
| | $ | 3,014 |
| | $ | 460,375 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | PCI commercial loans |
Pass | $ | 141,922 |
| | $ | 201,332 |
|
Special mention | 48,475 |
| | 63,257 |
|
Substandard | 101,447 |
| | 117,068 |
|
Doubtful | 4,828 |
| | 11,735 |
|
Ungraded | — |
| | 27 |
|
Total | $ | 296,672 |
| | $ | 393,419 |
|
|
| | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | PCI noncommercial loans |
Current | $ | 268,280 |
| | $ | 318,632 |
|
30-89 days past due | 11,155 |
| | 13,343 |
|
60-89 days past due | 7,708 |
| | 6,212 |
|
90 days or greater past due | 22,761 |
| | 31,392 |
|
Total | $ | 309,904 |
| | $ | 369,579 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The aging of the outstanding non-PCI loans and leases, by class, at December 31, 2015,2018, and December 31, 2014 is2017 are provided in the tabletables below.
The calculation of days past due begins on the day after payment is due and includes all days through which all required interest or principal has not been paid. Loans and leases 30 days or less past due are considered current, as various grace periods that allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.
| | | December 31, 2015 | December 31, 2018 |
(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 | 30-59 days past due | | 60-89 days past due | | 90 days or greater | | Total past due | | Current | | Total loans and leases |
Non-PCI loans and leases: | | | | | | | | | | | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | |
Construction and land development - commercial | $ | 987 |
| | $ | 283 |
| | $ | 463 |
| | $ | 1,733 |
| | $ | 618,619 |
| | $ | 620,352 |
| $ | 516 |
| | $ | 9 |
| | $ | 444 |
| | $ | 969 |
| | $ | 756,885 |
| | $ | 757,854 |
|
Commercial mortgage | 13,023 |
| | 3,446 |
| | 14,495 |
| | 30,964 |
| | 8,243,584 |
| | 8,274,548 |
| 14,200 |
| | 2,066 |
| | 3,237 |
| | 19,503 |
| | 10,697,731 |
| | 10,717,234 |
|
Other commercial real estate | 884 |
| | — |
| | 142 |
| | 1,026 |
| | 319,995 |
| | 321,021 |
| 91 |
| | 76 |
| | 300 |
| | 467 |
| | 426,518 |
| | 426,985 |
|
Commercial and industrial | 2,133 |
| | 1,079 |
| | 1,780 |
| | 4,992 |
| | 2,363,966 |
| | 2,368,958 |
| |
Lease financing | 2,070 |
| | 2 |
| | 164 |
| | 2,236 |
| | 728,542 |
| | 730,778 |
| |
Commercial and industrial and leases | | 9,655 |
| | 1,759 |
| | 2,892 |
| | 14,306 |
| | 3,924,424 |
| | 3,938,730 |
|
Other | | 285 |
| | — |
| | 89 |
| | 374 |
| | 296,050 |
| | 296,424 |
|
Total commercial loans | | 24,747 |
| | 3,910 |
| | 6,962 |
| | 35,619 |
| | 16,101,608 |
| | 16,137,227 |
|
Noncommercial: | | | | | | | | | | | | |
Residential mortgage | 23,960 |
| | 7,536 |
| | 13,280 |
| | 44,776 |
| | 2,651,209 |
| | 2,695,985 |
| 28,239 |
| | 7,357 |
| | 15,308 |
| | 50,904 |
| | 4,214,783 |
| | 4,265,687 |
|
Revolving mortgage | 11,706 |
| | 3,704 |
| | 5,631 |
| | 21,041 |
| | 2,502,065 |
| | 2,523,106 |
| 12,585 |
| | 4,490 |
| | 11,631 |
| | 28,706 |
| | 2,514,269 |
| | 2,542,975 |
|
Construction and land development - noncommercial | 3,211 |
| | 669 |
| | 1,638 |
| | 5,518 |
| | 214,555 |
| | 220,073 |
| 581 |
| | 21 |
| | 1,591 |
| | 2,193 |
| | 254,837 |
| | 257,030 |
|
Consumer | 5,545 |
| | 1,822 |
| | 1,622 |
| | 8,989 |
| | 1,210,832 |
| | 1,219,821 |
| 10,035 |
| | 3,904 |
| | 3,521 |
| | 17,460 |
| | 1,696,321 |
| | 1,713,781 |
|
Other | 3 |
| | 164 |
| | 134 |
| | 301 |
| | 314,531 |
| | 314,832 |
| |
Total noncommercial loans | | 51,440 |
| | 15,772 |
| | 32,051 |
| | 99,263 |
| | 8,680,210 |
| | 8,779,473 |
|
Total non-PCI loans and leases | $ | 63,522 |
| | $ | 18,705 |
| | $ | 39,349 |
| | $ | 121,576 |
| | $ | 19,167,898 |
| | $ | 19,289,474 |
| $ | 76,187 |
| | $ | 19,682 |
| | $ | 39,013 |
| | $ | 134,882 |
| | $ | 24,781,818 |
| | $ | 24,916,700 |
|
| | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| 30-59 days past due | | 60-89 days past due | | 90 days or greater | | Total past due | | Current | | Total loans and leases | 30-59 days past due | | 60-89 days past due | | 90 days or greater | | Total past due | | Current | | Total loans and leases |
Non-PCI loans and leases: | | | | | | | | | | | | | | | | | | | | | | |
Commercial: | | | | | | | | | | | | |
Construction and land development - commercial | $ | 520 |
| | $ | 283 |
| | $ | 330 |
| | $ | 1,133 |
| | $ | 492,000 |
| | $ | 493,133 |
| $ | 491 |
| | $ | 442 |
| | $ | 357 |
| | $ | 1,290 |
| | $ | 667,925 |
| | $ | 669,215 |
|
Commercial mortgage | 11,367 |
| | 4,782 |
| | 8,061 |
| | 24,210 |
| | 7,528,738 |
| | 7,552,948 |
| 12,288 |
| | 2,375 |
| | 6,490 |
| | 21,153 |
| | 9,707,869 |
| | 9,729,022 |
|
Other commercial real estate | 206 |
| | 70 |
| | 102 |
| | 378 |
| | 244,497 |
| | 244,875 |
| 107 |
| | — |
| | 75 |
| | 182 |
| | 473,251 |
| | 473,433 |
|
Commercial and industrial | 2,843 |
| | 1,545 |
| | 378 |
| | 4,766 |
| | 1,984,168 |
| | 1,988,934 |
| |
Lease financing | 1,631 |
| | 8 |
| | 2 |
| | 1,641 |
| | 570,275 |
| | 571,916 |
| |
Commercial and industrial and leases | | 9,677 |
| | 1,677 |
| | 2,239 |
| | 13,593 |
| | 3,611,615 |
| | 3,625,208 |
|
Other | | 188 |
| | 6 |
| | 133 |
| | 327 |
| | 301,849 |
| | 302,176 |
|
Total commercial loans | | 22,751 |
| | 4,500 |
| | 9,294 |
| | 36,545 |
| | 14,762,509 |
| | 14,799,054 |
|
Noncommercial: | | | | | | | | | | | | |
Residential mortgage | 23,288 |
| | 6,018 |
| | 8,955 |
| | 38,261 |
| | 2,454,797 |
| | 2,493,058 |
| 27,886 |
| | 8,064 |
| | 21,901 |
| | 57,851 |
| | 3,465,935 |
| | 3,523,786 |
|
Revolving mortgage | 11,097 |
| | 2,433 |
| | 5,463 |
| | 18,993 |
| | 2,542,807 |
| | 2,561,800 |
| 13,428 |
| | 3,485 |
| | 10,222 |
| | 27,135 |
| | 2,674,390 |
| | 2,701,525 |
|
Construction and land development - noncommercial | 1,646 |
| | 824 |
| | 202 |
| | 2,672 |
| | 202,344 |
| | 205,016 |
| 7,154 |
| | 108 |
| | 1,379 |
| | 8,641 |
| | 239,648 |
| | 248,289 |
|
Consumer | 4,577 |
| | 1,619 |
| | 1,105 |
| | 7,301 |
| | 1,110,153 |
| | 1,117,454 |
| 8,812 |
| | 2,893 |
| | 2,995 |
| | 14,700 |
| | 1,546,473 |
| | 1,561,173 |
|
Other | 146 |
| | 1,966 |
| | — |
| | 2,112 |
| | 351,721 |
| | 353,833 |
| |
Total noncommercial loans | | 57,280 |
| | 14,550 |
| | 36,497 |
| | 108,327 |
| | 7,926,446 |
| | 8,034,773 |
|
Total non-PCI loans and leases | $ | 57,321 |
| | $ | 19,548 |
| | $ | 24,598 |
| | $ | 101,467 |
| | $ | 17,481,500 |
| | $ | 17,582,967 |
| $ | 80,031 |
| | $ | 19,050 |
| | $ | 45,791 |
| | $ | 144,872 |
| | $ | 22,688,955 |
| | 22,833,827 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The recorded investment, by class, in loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at December 31, 20152018 and December 31, 20142017 for non-PCI loans and leases, were as follows:
| | | December 31, 2015 | | December 31, 2014 | December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | Nonaccrual loans and leases | | Loans and leases > 90 days and accruing | | Nonaccrual loans and leases | | Loans and leases > 90 days and accruing | Nonaccrual loans and leases | | Loans and leases > 90 days and accruing | | Nonaccrual loans and leases | | Loans and leases > 90 days and accruing |
Non-PCI loans and leases: | | | | | | | | | | | | | | |
Construction and land development - commercial | $ | 425 |
| | $ | 273 |
| | $ | 343 |
| | $ | 56 |
| $ | 666 |
| | $ | — |
| | $ | 1,040 |
| | $ | — |
|
Commercial mortgage | 42,116 |
| | 242 |
| | 24,720 |
| | 1,003 |
| 12,594 |
| | — |
| | 22,625 |
| | 397 |
|
Commercial and industrial | 6,235 |
| | 953 |
| | 1,741 |
| | 239 |
| |
Lease financing | 389 |
| | — |
| | 374 |
| | 2 |
| |
Other commercial real estate | 239 |
| | — |
| | 619 |
| | 35 |
| 366 |
| | — |
| | 916 |
| | — |
|
Construction and land development - noncommercial | 2,164 |
| | — |
| | — |
| | 202 |
| |
Commercial and industrial and leases | | 4,624 |
| | 808 |
| | 4,876 |
| | 428 |
|
Residential mortgage | 29,977 |
| | 838 |
| | 14,242 |
| | 3,191 |
| 35,662 |
| | — |
| | 38,942 |
| | — |
|
Revolving mortgage | 12,704 |
| | — |
| | — |
| | 5,463 |
| 25,563 |
| | — |
| | 19,990 |
| | — |
|
Construction and land development - noncommercial | | 1,823 |
| | — |
| | 1,989 |
| | — |
|
Consumer | 1,472 |
| | 1,007 |
| | — |
| | 1,059 |
| 2,969 |
| | 2,080 |
| | 1,992 |
| | 2,153 |
|
Other | 133 |
| | 2 |
| | 1,966 |
| | — |
| 279 |
| | — |
| | 164 |
| | — |
|
Total non-PCI loans and leases | $ | 95,854 |
| | $ | 3,315 |
| | $ | 44,005 |
| | $ | 11,250 |
| $ | 84,546 |
| | $ | 2,888 |
| | $ | 92,534 |
| | $ | 2,978 |
|
Purchased non-PCI loans and leases
The following table relates to purchased non-PCI loans acquired in the Palmetto Heritage, Capital Commerce and HomeBancorp transactions in 2018 and the Guaranty transaction in 2017. The table summarizes the contractually required payments, which include principal and interest, estimate of contractual cash flows not expected to be collected and fair value of the acquired loans at the acquisition date.
|
| | | | | | | | | | | | | | | |
(Dollars in thousands) | Palmetto Heritage | | Capital Commerce | | HomeBancorp | | Guaranty |
Contractually required payments | $ | 142,413 |
| | $ | 198,568 |
| | $ | 710,876 |
| | $ | 703,916 |
|
Contractual cash flows not expected to be collected | — |
| | 5,427 |
| | 9,845 |
| | 16,073 |
|
Fair value at acquisition date | 131,283 |
| | 173,354 |
| | 550,618 |
| | 574,553 |
|
The recorded fair values of purchased non-PCI loans acquired in the Palmetto Heritage, Capital Commerce and HomeBancorp transactions in 2018 and the Guaranty transaction in 2017 as of their respective acquisition date were as follows:
|
| | | | | | | | | | | | | | | |
(Dollars in thousands) | Palmetto Heritage | | Capital Commerce | | HomeBancorp | | Guaranty |
Commercial: | | | | | | | |
Construction and land development | $ | 13,186 |
| | $ | 10,299 |
| | $ | 525 |
| | $ | — |
|
Commercial mortgage | 29,225 |
| | 57,049 |
| | 188,688 |
| | 850 |
|
Other commercial real estate | 753 |
| | 6,370 |
| | 55,183 |
| | — |
|
Commercial and industrial and leases | 8,153 |
| | 34,301 |
| | 7,931 |
| | 583 |
|
Other | 1,039 |
| | — |
| | — |
| | 183,816 |
|
Total commercial loans and leases | 52,356 |
| | 108,019 |
| | 252,327 |
| | 185,249 |
|
Noncommercial: | | | | | | | |
Residential mortgage | 59,076 |
| | 50,630 |
| | 296,273 |
| | 309,612 |
|
Revolving mortgage | 6,175 |
| | 2,552 |
| | 51 |
| | 54,780 |
|
Construction and land development | 11,103 |
| | 11,173 |
| | — |
| | — |
|
Consumer | 2,573 |
| | 980 |
| | 1,967 |
| | 24,912 |
|
Total noncommercial loans and leases | 78,927 |
| | 65,335 |
| | 298,291 |
| | 389,304 |
|
Total non-PCI loans | $ | 131,283 |
| | $ | 173,354 |
| | $ | 550,618 |
| | $ | 574,553 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Purchased credit-impaired (PCI)PCI loans
The following table relates to PCI loans acquired in the CCBT merger for 2015Palmetto Heritage, Capital Commerce and HomeBancorp transactions in 2018 and the BancorporationGuaranty and 1st Financial mergers for 2014.HCB transactions in 2017. The table summarizes the contractually required payments, which include principal and interest, expected cash flows to be collected, and the fair value of PCI loans at the respective mergeracquisition dates.
| | (Dollars in thousands) | 2015 | | 2014 | Palmetto Heritage | | Capital Commerce | | HomeBancorp | | Guaranty | | HCB |
Contractually required payments | $ | 247,812 |
| | $ | 828,156 |
| $ | 4,783 |
| | $ | 13,871 |
| | $ | 26,651 |
| | $ | 158,456 |
| | $ | 111,250 |
|
Cash flows expected to be collected | $ | 207,688 |
| | $ | 735,381 |
| 4,112 |
| | 11,814 |
| | 19,697 |
| | 142,000 |
| | 101,802 |
|
Fair value of loans at acquisition | $ | 154,496 |
| | $ | 623,408 |
| 3,863 |
| | 10,772 |
| | 15,555 |
| | 114,533 |
| | 85,149 |
|
The recorded fair values of PCI loans acquired in the CCBT, BancorporationPalmetto Heritage, Capital Commerce and 1st Financial transactionHomeBancorp transactions in 2018 and the Guaranty and HCB transactions in 2017 as of their respective merger datesacquisition date were as follows:
| | (Dollars in thousands) | 2015 | | 2014 | Palmetto Heritage | | Capital Commerce | | HomeBancorp | | Guaranty | | HCB |
Commercial: | | | | | | | | | | | | |
Construction and land development | $ | 4,116 |
| | $ | 69,789 |
| $ | 212 |
| | $ | 1,482 |
| | $ | — |
| | $ | 55 |
| | $ | 7,061 |
|
Commercial mortgage | 129,732 |
| | 176,841 |
| 1,053 |
| | 1,846 |
| | 7,815 |
| | 644 |
| | 21,836 |
|
Other commercial real estate | 3,202 |
| | 15,425 |
| — |
| | — |
| | — |
| | — |
| | 6,404 |
|
Commercial and industrial | 2,844 |
| | 37,583 |
| 372 |
| | 922 |
| | 423 |
| | 2 |
| | 19,675 |
|
Other | — |
| | 2,219 |
| |
Total commercial loans | 139,894 |
| | 301,857 |
| 1,637 |
| | 4,250 |
| | 8,238 |
| | 701 |
| | 54,976 |
|
Noncommercial: | | | | | | | | | | | | |
Residential mortgage | 13,251 |
| | 287,675 |
| 2,226 |
| | 6,503 |
| | 7,317 |
| | 80,475 |
| | 25,857 |
|
Revolving mortgage | — |
| | 29,777 |
| — |
| | — |
| | — |
| | 33,319 |
| | 3,434 |
|
Construction and land development | — |
| | 199 |
| — |
| | — |
| | — |
| | 26 |
| | — |
|
Consumer | 1,351 |
| | 3,900 |
| — |
| | 19 |
| | — |
| | 12 |
| | 882 |
|
Total noncommercial loans | 14,602 |
| | 321,551 |
| 2,226 |
| | 6,522 |
| | 7,317 |
| | 113,832 |
| | 30,173 |
|
Total PCI loans | $ | 154,496 |
| | $ | 623,408 |
| $ | 3,863 |
| | $ | 10,772 |
| | $ | 15,555 |
| | $ | 114,533 |
| | $ | 85,149 |
|
The following table provides changes in the carrying value of purchased credit-impairedall PCI loans during the years ended December 31, 20152018 and 2014:2017:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 | | 2016 |
Balance at January 1 | $ | 1,186,498 |
| | $ | 1,029,426 |
| $ | 762,998 |
| | $ | 809,169 |
| | $ | 950,516 |
|
Fair value of PCI loans acquired during the year | 154,496 |
| | 623,408 |
| 30,190 |
| | 199,682 |
| | 80,690 |
|
Accretion | 114,580 |
| | 112,368 |
| 61,502 |
| | 76,594 |
| | 76,565 |
|
Payments received and other changes, net | (505,058 | ) | | (578,704 | ) | (248,114 | ) | | (322,447 | ) | | (298,602 | ) |
Balance at December 31 | $ | 950,516 |
| | $ | 1,186,498 |
| $ | 606,576 |
| | $ | 762,998 |
| | $ | 809,169 |
|
Unpaid principal balance at December 31 | $ | 1,693,372 |
| | $ | 2,057,691 |
| $ | 960,457 |
| | $ | 1,175,441 |
| | $ | 1,266,395 |
|
The carrying value of PCI loans on the cost recovery method was $5.3$3.3 million at December 31, 2015,2018, and $33.4$1.1 million at December 31, 2014. The cost recovery method is applied to loans when the timing of future cash flows is not reasonably estimable due to borrower nonperformance or uncertainty in the ultimate disposition of the asset.2017. The recorded investment of PCI loans on nonaccrual status was $7.6$1.3 million and $33.4 million$624 thousand at December 31, 20152018, and December 31, 2014,2017, respectively.
During the years ended December 31, 2018, and December 31, 2017, accretion income on PCI loans was $61.5 million and $76.6 million, respectively.
For PCI loans, improved cash flow estimates and receipt of unscheduled loan paymentscredit loss expectations generally result in the reclassification of nonaccretable difference to accretable yield. Accretable yield resulting from the improved ability to estimate future cash flows generally does not represent amounts previously identified as nonaccretable difference.
The following table documents changes to the amount of accretable yield for 2015 and 2014.
|
| | | | | | | |
(Dollars in thousands) | 2015 | | 2014 |
Balance at January 1 | $ | 418,160 |
| | $ | 439,990 |
|
Additions from acquisitions | 53,192 |
| | 111,973 |
|
Accretion | (114,580 | ) | | (112,368 | ) |
Reclassifications from nonaccretable difference | 25,357 |
| | 7,865 |
|
Changes in expected cash flows that do not affect nonaccretable difference | (38,273 | ) | | (29,300 | ) |
Balance at December 31 | $ | 343,856 |
| | $ | 418,160 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Purchased non-impaired loans and leases
The following table relates to purchased non-impaired loans and leases acquiredChanges in the Bancorporation merger for 2014 and provides the contractually required payments, estimate of contractualexpected cash flows not expectedrelated to be collected and fair value ofcredit improvements or deterioration do not affect the acquired loans at the merger date.
|
| | | |
(Dollars in thousands) | 2014 |
Contractually required payments | $ | 4,708,681 |
|
Contractual cash flows not expected to be collected | $ | 59,187 |
|
Fair value at acquisition date | $ | 4,175,586 |
|
The recorded fair values of purchased non-impaired loans and leases acquired in the Bancorporation transaction as of the merger date were as follows:
|
| | | |
(Dollars in thousands) | 2014 |
Commercial: | |
Construction and land development | $ | 134,941 |
|
Commercial mortgage | 951,794 |
|
Other commercial real estate | 61,856 |
|
Commercial and industrial | 431,367 |
|
Lease financing | 72,563 |
|
Other | 95,379 |
|
Total commercial loans and leases | 1,747,900 |
|
Noncommercial: | |
Residential mortgage | 1,305,140 |
|
Revolving mortgage | 419,106 |
|
Construction and land development | 7,165 |
|
Consumer | 696,275 |
|
Total noncommercial loans and leases | 2,427,686 |
|
Total non-PCI loans | $ | 4,175,586 |
|
NOTE E
ALLOWANCE FOR LOAN AND LEASE LOSSESnonaccretable difference.
Activity in the allowance for loan and lease losses is as follows:
|
| | | | | | | | | | | |
| Non-PCI | | PCI | | Total |
(dollars in thousands) | | | | | |
Balance at December 31, 2012 | $ | 179,046 |
| | $ | 139,972 |
| | $ | 319,018 |
|
Reclassification (1) | 7,368 |
| | — |
| | 7,368 |
|
Provision (credit) for loan and lease losses | 19,289 |
| | (51,544 | ) | | (32,255 | ) |
Loans and leases charged off | (33,118 | ) | | (34,908 | ) | | (68,026 | ) |
Loans and leases recovered | 7,289 |
| | — |
| | 7,289 |
|
Net charge-offs | (25,829 | ) | | (34,908 | ) | | (60,737 | ) |
Balance at December 31, 2013 | 179,874 |
| | 53,520 |
| | 233,394 |
|
Provision (credit) for loan and lease losses | 15,260 |
| | (14,620 | ) | | 640 |
|
Loans and leases charged off | (20,499 | ) | | (17,271 | ) | | (37,770 | ) |
Loans and leases recovered | 8,202 |
| | — |
| | 8,202 |
|
Net charge-offs | (12,297 | ) | | (17,271 | ) | | (29,568 | ) |
Balance at December 31, 2014 | 182,837 |
| | 21,629 |
| | 204,466 |
|
Provision (credit) for loan and lease losses | 22,937 |
| | (2,273 | ) | | 20,664 |
|
Loans and leases charged off | (25,304 | ) | | (3,044 | ) | | (28,348 | ) |
Loans and leases recovered | 9,434 |
| | — |
| | 9,434 |
|
Net charge-offs | (15,870 | ) | | (3,044 | ) | | (18,914 | ) |
Balance at December 31, 2015 | $ | 189,904 |
| | $ | 16,312 |
| | $ | 206,216 |
|
(1)Reclassification results from enhancements to the ALLL calculation during the second quarter of 2013 that resulted in the allocation of $15.8 million previously designated as 'nonspecific' to other loan classes and the absorption of $7.4 million of the reserve for unfunded commitments related to unfunded, revocable loan commitments into the ALLL. Further discussion is contained in Note A.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes changes to the amount of accretable yield for 2018 and 2017.
|
| | | | | | | | | | | |
(Dollars in thousands) | 2018 | | 2017 | | 2016 |
Balance at January 1 | $ | 316,679 |
| | $ | 335,074 |
| | $ | 343,856 |
|
Additions from acquisitions | 6,393 |
| | 44,120 |
| | 12,488 |
|
Accretion | (61,502 | ) | | (76,594 | ) | | (76,565 | ) |
Reclassifications from nonaccretable difference | 5,980 |
| | 18,901 |
| | 29,931 |
|
Changes in expected cash flows that do not affect nonaccretable difference | 45,344 |
| | (4,822 | ) | | 25,364 |
|
Balance at December 31 | $ | 312,894 |
| | $ | 316,679 |
| | $ | 335,074 |
|
NOTE E
ALLOWANCE FOR LOAN AND LEASE LOSSES
During 2018, BancShares transitioned to a dual risk credit grading process. Significant loan growth both organically and through acquisitions prompted the need to enhance the credit grading process and provide additional granularity in assessing credit risks. This transition allowed BancShares to enhance its ALLL methodology. Specifically, we updated the credit quality indicators used in the ALLL estimation to aggregate credit quality by borrower classification code and added a facility risk rating that provides additional granularity of risks by collateral type. This change in estimate resulted in an immaterial impact to the financial statements, which is reflected in the ALLL and provision for loan and lease losses.
Activity in the allowance for non-PCI loan and lease losses ending balances of loans and leases and related allowance by class of loans is summarized as follows:
| | | For the years ended December 31, 2015, 2014 and 2013 | Years ended December 31, 2018, 2017, 2016 |
(Dollars in thousands) | Construction and land development - commercial | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | Other | | Residential mortgage | | Revolving mortgage | | Construction and land development - non- commercial | | Consumer | | Non- specific | | Total | 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: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2013 | $ | 6,031 |
| | $ | 80,229 |
| | $ | 2,059 |
| | $ | 14,050 |
| | $ | 3,521 |
| | $ | 1,175 |
| | $ | 3,836 |
| | $ | 25,185 |
| | $ | 1,721 |
| | $ | 25,389 |
| | $ | 15,850 |
| | $ | 179,046 |
| |
Reclassification (1) | 5,141 |
| | 27,421 |
| | (815 | ) | | 7,551 |
| | (253 | ) | | (1,288 | ) | | 5,717 |
| | (9,838 | ) | | (478 | ) | | (10,018 | ) | | (15,772 | ) | | 7,368 |
| |
Balance at January 1, 2016 | | $ | 16,288 |
| | $ | 69,896 |
| | $ | 2,168 |
| | $ | 48,640 |
| | $ | 1,855 |
| | $ | 14,105 |
| | $ | 15,971 |
| | $ | 1,485 |
| | $ | 19,496 |
| | $ | 189,904 |
|
Provision (credits) | 2,809 |
| | (4,485 | ) | | (32 | ) | | 4,333 |
| | 1,646 |
| | 308 |
| | 2,786 |
| | 6,296 |
| | (379 | ) | | 6,085 |
| | (78 | ) | | 19,289 |
| 12,871 |
| | (21,912 | ) | | 925 |
| | 15,218 |
| | 877 |
| | 801 |
| | 7,413 |
| | 45 |
| | 18,632 |
| | 34,870 |
|
Charge-offs | (4,685 | ) | | (3,904 | ) | | (312 | ) | | (4,785 | ) | | (272 | ) | | (6 | ) | | (2,387 | ) | | (6,064 | ) | | (392 | ) | | (10,311 | ) | | — |
| | (33,118 | ) | (680 | ) | | (987 | ) | | — |
| | (9,455 | ) | | (144 | ) | | (926 | ) | | (3,287 | ) | | — |
| | (14,108 | ) | | (29,587 | ) |
Recoveries | 1,039 |
| | 996 |
| | 109 |
| | 1,213 |
| | 107 |
| | 1 |
| | 559 |
| | 660 |
| | 209 |
| | 2,396 |
| | — |
| | 7,289 |
| 398 |
| | 1,281 |
| | 176 |
| | 1,729 |
| | 539 |
| | 467 |
| | 916 |
| | 66 |
| | 4,267 |
| | 9,839 |
|
Balance at December 31, 2013 | 10,335 |
| | 100,257 |
| | 1,009 |
| | 22,362 |
| | 4,749 |
| | 190 |
| | 10,511 |
| | 16,239 |
| | 681 |
| | 13,541 |
| | — |
| | 179,874 |
| |
Balance at December 31, 2016 | | 28,877 |
| | 48,278 |
| | 3,269 |
| | 56,132 |
| | 3,127 |
| | 14,447 |
| | 21,013 |
| | 1,596 |
| | 28,287 |
| | 205,026 |
|
Provision (credits) | 1,735 |
| | (16,746 | ) | | (401 | ) | | 10,441 |
| | (473 | ) | | 3,007 |
| | 1,219 |
| | 6,301 |
| | 245 |
| | 9,932 |
| | — |
| | 15,260 |
| (4,329 | ) | | (5,694 | ) | | 1,280 |
| | 11,624 |
| | 2,189 |
| | 2,096 |
| | 2,509 |
| | 2,366 |
| | 17,098 |
| | 29,139 |
|
Charge-offs | (316 | ) | | (1,147 | ) | | — |
| | (3,014 | ) | | (100 | ) | | (13 | ) | | (1,260 | ) | | (4,744 | ) | | (118 | ) | | (9,787 | ) | | — |
| | (20,499 | ) | (599 | ) | | (421 | ) | | (5 | ) | | (11,921 | ) | | (912 | ) | | (1,376 | ) | | (2,368 | ) | | — |
| | (18,784 | ) | | (36,386 | ) |
Recoveries | 207 |
| | 2,825 |
| | 124 |
| | 938 |
| | 110 |
| | — |
| | 191 |
| | 854 |
| | 84 |
| | 2,869 |
| | — |
| | 8,202 |
| 521 |
| | 2,842 |
| | 27 |
| | 3,989 |
| | 285 |
| | 539 |
| | 1,282 |
| | — |
| | 4,603 |
| | 14,088 |
|
Balance at December 31, 2014 | 11,961 |
| | 85,189 |
| | 732 |
| | 30,727 |
| | 4,286 |
| | 3,184 |
| | 10,661 |
| | 18,650 |
| | 892 |
| | 16,555 |
| | — |
| | 182,837 |
| |
Balance at December 31, 2017 | | 24,470 |
| | 45,005 |
| | 4,571 |
| | 59,824 |
| | 4,689 |
| | 15,706 |
| | 22,436 |
| | 3,962 |
| | 31,204 |
| | 211,867 |
|
Provision (credits) | 4,773 |
| | (15,822 | ) | | 1,569 |
| | 17,432 |
| | 1,602 |
| | (1,420 | ) | | 4,202 |
| | (927 | ) | | 541 |
| | 10,987 |
| | — |
| | 22,937 |
| 10,533 |
| | (1,490 | ) | | (2,171 | ) | | 2,511 |
| | (2,827 | ) | | 897 |
| | 1,112 |
| | (1,520 | ) | | 22,187 |
| | 29,232 |
|
Charge-offs | (1,012 | ) | | (1,498 | ) | | (178 | ) | | (5,952 | ) | | (402 | ) | | — |
| | (1,619 | ) | | (2,925 | ) | | (22 | ) | | (11,696 | ) | | — |
| | (25,304 | ) | (44 | ) | | (1,140 | ) | | (69 | ) | | (10,211 | ) | | (130 | ) | | (1,689 | ) | | (3,235 | ) | | (219 | ) | | (22,817 | ) | | (39,554 | ) |
Recoveries | 566 |
| | 2,027 |
| | 45 |
| | 909 |
| | 38 |
| | 91 |
| | 861 |
| | 1,173 |
| | 74 |
| | 3,650 |
| | — |
| | 9,434 |
| 311 |
| | 1,076 |
| | 150 |
| | 3,496 |
| | 489 |
| | 558 |
| | 1,549 |
| | 127 |
| | 5,267 |
| | 13,023 |
|
Balance at December 31, 2015 | $ | 16,288 |
| | $ | 69,896 |
| | $ | 2,168 |
| | $ | 43,116 |
| | $ | 5,524 |
| | $ | 1,855 |
| | $ | 14,105 |
| | $ | 15,971 |
| | $ | 1,485 |
| | $ | 19,496 |
| | $ | — |
| | $ | 189,904 |
| |
Balance at December 31, 2018 | | $ | 35,270 |
| | $ | 43,451 |
| | $ | 2,481 |
| | $ | 55,620 |
| | $ | 2,221 |
| | $ | 15,472 |
| | $ | 21,862 |
| | $ | 2,350 |
| | $ | 35,841 |
| | $ | 214,568 |
|
(1)Reclassification results from enhancements to the ALLL calculation during the second quarter of 2013 that resulted in the allocation of $15.8 million previously designated as 'nonspecific' to other loan classes and the absorption of $7.4 million of the reserve for unfunded commitments related to unfunded, revocable loan commitments into the ALLL. Further discussion is contained in Note A.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2015 |
(Dollars in thousands) | Construction and land development - commercial | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | 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 | $ | 123 |
| | $ | 3,370 |
| | $ | 289 |
| | $ | 1,118 |
| | $ | 213 |
| | $ | — |
| | $ | 1,212 |
| | $ | 299 |
| | $ | 49 |
| | $ | 527 |
| | $ | 7,200 |
|
ALLL for loans and leases collectively evaluated for impairment | 16,165 |
| | 66,526 |
| | 1,879 |
| | 41,998 |
| | 5,311 |
| | 1,855 |
| | 12,893 |
| | 15,672 |
| | 1,436 |
| | 18,969 |
| | 182,704 |
|
Total allowance for loan and lease losses | $ | 16,288 |
| | $ | 69,896 |
| | $ | 2,168 |
| | $ | 43,116 |
| | $ | 5,524 |
| | $ | 1,855 |
| | $ | 14,105 |
| | $ | 15,971 |
| | $ | 1,485 |
| | $ | 19,496 |
| | $ | 189,904 |
|
Loans and leases: | | | | | | | | | | | | | | | | | | | | | |
Loans and leases individually evaluated for impairment | $ | 3,094 |
| | $ | 95,107 |
| | $ | 427 |
| | $ | 17,910 |
| | $ | 1,755 |
| | $ | 1,183 |
| | $ | 22,986 |
| | $ | 5,883 |
| | $ | 784 |
| | $ | 1,238 |
| | $ | 150,367 |
|
Loans and leases collectively evaluated for impairment | 617,258 |
| | 8,179,441 |
| | 320,594 |
| | 2,351,048 |
| | 729,023 |
| | 313,649 |
| | 2,672,999 |
| | 2,517,223 |
| | 219,289 |
| | 1,218,583 |
| | 19,139,107 |
|
Total loan and leases | $ | 620,352 |
| | $ | 8,274,548 |
| | $ | 321,021 |
| | $ | 2,368,958 |
| | $ | 730,778 |
| | $ | 314,832 |
| | $ | 2,695,985 |
| | $ | 2,523,106 |
| | $ | 220,073 |
| | $ | 1,219,821 |
| | $ | 19,289,474 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2014 |
(Dollars in thousands) | Construction and land development - commercial | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Lease financing | | 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 | $ | 92 |
| | $ | 8,610 |
| | $ | 112 |
| | $ | 1,743 |
| | $ | 150 |
| | $ | 1,972 |
| | $ | 1,360 |
| | $ | 1,052 |
| | $ | 71 |
| | $ | 555 |
| | $ | 15,717 |
|
ALLL for loans and leases collectively evaluated for impairment | $ | 11,869 |
| | $ | 76,579 |
| | $ | 620 |
| | $ | 28,984 |
| | $ | 4,136 |
| | $ | 1,212 |
| | $ | 9,301 |
| | $ | 17,598 |
| | $ | 821 |
| | $ | 16,000 |
| | $ | 167,120 |
|
Total allowance for loan and lease losses | $ | 11,961 |
| | $ | 85,189 |
| | $ | 732 |
| | $ | 30,727 |
| | $ | 4,286 |
| | $ | 3,184 |
| | $ | 10,661 |
| | $ | 18,650 |
| | $ | 892 |
| | $ | 16,555 |
| | $ | 182,837 |
|
Loans and leases: | | | | | | | | | | | | | | | | | | | | | |
Loans and leases individually evaluated for impairment | $ | 1,620 |
| | $ | 82,803 |
| | $ | 584 |
| | $ | 11,040 |
| | $ | 623 |
| | $ | 2,000 |
| | $ | 14,913 |
| | $ | 3,675 |
| | $ | 1,340 |
| | $ | 995 |
| | $ | 119,593 |
|
Loans and leases collectively evaluated for impairment | 491,513 |
| | 7,470,145 |
| | 244,291 |
| | 1,977,594 |
| | 571,293 |
| | 351,833 |
| | 2,478,145 |
| | 2,558,125 |
| | 203,676 |
| | 1,116,459 |
| | 17,463,074 |
|
Total loan and leases | $ | 493,133 |
| | $ | 7,552,948 |
| | $ | 244,875 |
| | $ | 1,988,634 |
| | $ | 571,916 |
| | $ | 353,833 |
| | $ | 2,493,058 |
| | $ | 2,561,800 |
| | $ | 205,016 |
| | $ | 1,117,454 |
| | $ | 17,582,667 |
|
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, 2018 and December 31, 2017.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the years ended December 31, 2015, 2014 and 2013 |
(Dollars in thousands) | Construction and land development - commercial | | Commercial mortgage | | Other commercial real estate | | Commercial and industrial | | Residential mortgage | | Revolving mortgage | | Construction and land development - noncommercial | | Consumer and other | | Total |
PCI Loans | | | | | | | | | | | | | | | | | |
Allowance for loan and lease losses: | | | | | | | | | | | | | | | | | |
Balance at January 1, 2013 | $ | 31,186 |
| | $ | 50,275 |
| | $ | 11,234 |
| | $ | 8,897 |
| | $ | 19,837 |
| | $ | 9,754 |
| | $ | 8,287 |
| | $ | 502 |
| | $ | 139,972 |
|
Provision (credits) | (22,942 | ) | | (3,872 | ) | | (8,949 | ) | | 470 |
| | (5,487 | ) | | (6,399 | ) | | (4,170 | ) | | (195 | ) | | (51,544 | ) |
Charge-offs | (6,924 | ) | | (16,497 | ) | | (931 | ) | | (4,092 | ) | | (2,548 | ) | | (396 | ) | | (3,435 | ) | | (85 | ) | | (34,908 | ) |
Recoveries | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balance at December 31, 2013 | 1,320 |
| | 29,906 |
| | 1,354 |
| | 5,275 |
| | 11,802 |
| | 2,959 |
| | 682 |
| | 222 |
| | 53,520 |
|
Provision (credits) | 1,284 |
| | (7,903 | ) | | (1,385 | ) | | (2,023 | ) | | (5,576 | ) | | 1,523 |
| | (395 | ) | | (145 | ) | | (14,620 | ) |
Charge-offs | (2,454 | ) | | (11,868 | ) | | 106 |
| | (2,012 | ) | | (406 | ) | | (483 | ) | | (104 | ) | | (50 | ) | | (17,271 | ) |
Recoveries | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balance at December 31, 2014 | 150 |
| | 10,135 |
| | 75 |
| | 1,240 |
| | 5,820 |
| | 3,999 |
| | 183 |
| | 27 |
| | 21,629 |
|
Provision (credits) | 1,029 |
| | (1,426 | ) | | 698 |
| | (470 | ) | | 72 |
| | (2,720 | ) | | (183 | ) | | 727 |
| | (2,273 | ) |
Charge-offs | (97 | ) | | (871 | ) | | — |
| | (325 | ) | | (494 | ) | | (756 | ) | | — |
| | (501 | ) | | (3,044 | ) |
Recoveries | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Balance at December 31, 2015 | $ | 1,082 |
| | $ | 7,838 |
| | $ | 773 |
| | $ | 445 |
| | $ | 5,398 |
| | $ | 523 |
| | $ | — |
| | $ | 253 |
| | $ | 16,312 |
|
| | | | | | | | | | | | | | | | | |
December 31, 2015 | | | | | | | | | | | | | | | | | |
ALLL for loans and leases acquired with deteriorated credit quality | $ | 1,082 |
| | $ | 7,838 |
| | $ | 773 |
| | $ | 445 |
| | $ | 5,398 |
| | $ | 523 |
| | $ | — |
| | $ | 253 |
| | $ | 16,312 |
|
Loans and leases acquired with deteriorated credit quality | 33,880 |
| | 525,468 |
| | 17,076 |
| | 15,182 |
| | 302,158 |
| | 52,471 |
| | — |
| | 4,281 |
| | 950,516 |
|
| | | | | | | | | | | | | | | | | |
December 31, 2014 | | | | | | | | | | | | | | | | | |
ALLL for loans and leases acquired with deteriorated credit quality | 150 |
| | 10,135 |
| | 75 |
| | 1,240 |
| | 5,820 |
| | 3,999 |
| | 183 |
| | 27 |
| | 21,629 |
|
Loans and leases acquired with deteriorated credit quality | 78,079 |
| | 577,518 |
| | 40,193 |
| | 27,254 |
| | 382,340 |
| | 74,109 |
| | 912 |
| | 6,093 |
| | 1,186,498 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018 |
(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 | $ | 490 |
| | $ | 2,671 |
| | $ | 42 |
| | $ | 1,137 |
| | $ | 105 |
| | $ | 1,901 |
| | $ | 2,515 |
| | $ | 81 |
| | $ | 885 |
| | $ | 9,827 |
|
ALLL for loans and leases collectively evaluated for impairment | 34,780 |
| | 40,780 |
| | 2,439 |
| | 54,483 |
| | 2,116 |
| | 13,571 |
| | 19,347 |
| | 2,269 |
| | 34,956 |
| | 204,741 |
|
Total allowance for loan and lease losses | $ | 35,270 |
| | $ | 43,451 |
| | $ | 2,481 |
| | $ | 55,620 |
| | $ | 2,221 |
| | $ | 15,472 |
| | $ | 21,862 |
| | $ | 2,350 |
| | $ | 35,841 |
| | $ | 214,568 |
|
Loans and leases: | | | | | | | | | | | | | | | | | | | |
Loans and leases individually evaluated for impairment | $ | 2,175 |
| | $ | 55,447 |
| | $ | 860 |
| | $ | 9,868 |
| | $ | 291 |
| | $ | 42,168 |
| | $ | 28,852 |
| | $ | 3,749 |
| | $ | 3,020 |
| | $ | 146,430 |
|
Loans and leases collectively evaluated for impairment | 755,679 |
| | 10,661,787 |
| | 426,125 |
| | 3,928,862 |
| | 296,133 |
| | 4,223,519 |
| | 2,514,123 |
| | 253,281 |
| | 1,710,761 |
| | 24,770,270 |
|
Total loan and leases | $ | 757,854 |
| | $ | 10,717,234 |
| | $ | 426,985 |
| | $ | 3,938,730 |
| | $ | 296,424 |
| | $ | 4,265,687 |
| | $ | 2,542,975 |
| | $ | 257,030 |
| | $ | 1,713,781 |
| | $ | 24,916,700 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2017 |
(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 | $ | 185 |
| | $ | 3,648 |
| | $ | 209 |
| | $ | 1,062 |
| | $ | — |
| | $ | 2,733 |
| | $ | 1,085 |
| | $ | 68 |
| | $ | 738 |
| | $ | 9,728 |
|
ALLL for loans and leases collectively evaluated for impairment | 24,285 |
| | 41,357 |
| | 4,362 |
| | 58,762 |
| | 4,689 |
| | 12,973 |
| | 21,351 |
| | 3,894 |
| | 30,466 |
| | 202,139 |
|
Total allowance for loan and lease losses | $ | 24,470 |
| | $ | 45,005 |
| | $ | 4,571 |
| | $ | 59,824 |
| | $ | 4,689 |
| | $ | 15,706 |
| | $ | 22,436 |
| | $ | 3,962 |
| | $ | 31,204 |
| | $ | 211,867 |
|
Loans and leases: | | | | | | | | | | | | | | | | | | | |
Loans and leases individually evaluated for impairment | $ | 788 |
| | $ | 73,655 |
| | $ | 1,857 |
| | $ | 9,888 |
| | $ | 521 |
| | $ | 37,842 |
| | $ | 23,770 |
| | $ | 4,551 |
| | $ | 2,774 |
| | $ | 155,646 |
|
Loans and leases collectively evaluated for impairment | 668,427 |
| | 9,655,367 |
| | 471,576 |
| | 3,615,320 |
| | 301,655 |
| | 3,485,944 |
| | 2,677,755 |
| | 243,738 |
| | 1,558,399 |
| | 22,678,181 |
|
Total loan and leases | $ | 669,215 |
| | $ | 9,729,022 |
| | $ | 473,433 |
| | $ | 3,625,208 |
| | $ | 302,176 |
| | $ | 3,523,786 |
| | $ | 2,701,525 |
| | $ | 248,289 |
| | $ | 1,561,173 |
| | $ | 22,833,827 |
|
Activity in the PCI allowance and balances for years ended December 31, 2018, 2017 and 2016 is summarized as follows:
|
| | | | | | | | | | | |
(Dollars in thousands) | 2018 | | 2017 | | 2016 |
Allowance for loan losses: | | | | | |
Balance at January 1 | $ | 10,026 |
| | $ | 13,769 |
| | $ | 16,312 |
|
Provision credits | (765 | ) | | (3,447 | ) | | (1,929 | ) |
Charge-offs | (117 | ) | | (296 | ) | | (614 | ) |
Recoveries | — |
| | — |
| | — |
|
Balance at December 31 | $ | 9,144 |
| | $ | 10,026 |
| | $ | 13,769 |
|
The following table presents the PCI allowance and recorded investment in loans at December 31, 2018 and December 31, 2017.
|
| | | | | | | |
(Dollars in thousands) | December 31, 2018 | | December 31, 2017 |
Allowance for loan losses: | | | |
ALLL for loans acquired with deteriorated credit quality | $ | 9,144 |
| | $ | 10,026 |
|
Loans acquired with deteriorated credit quality | 606,576 |
| | 762,998 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
At December 31, 20152018 and December 31, 2014, $469.32017, $186.6 million and $285.6$279.8 million, respectively, in PCI loans experienced an adverse change in expected cash flows since the date of acquisition. The corresponding valuation reserve was $16.3$9.1 million and $21.6$10.0 million, respectively.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables provide information on non-PCI impaired loans and leases, exclusive of loans and leases evaluated collectively as a homogeneous group, including interest income recognized in the period during which the loans and leases were considered impaired.
| | | December 31, 2015 | December 31, 2018 |
(Dollars in thousands) | With a recorded allowance | | With no recorded allowance | | Total | | Unpaid principal balance | | Related allowance recorded | With a recorded allowance | | With no recorded allowance | | Total | | Unpaid principal balance | | Related allowance recorded |
Non-PCI impaired loans and leases | | | | | | | | | | | | | | | | | | |
Construction and land development - commercial | $ | 1,623 |
| | $ | 1,471 |
| | $ | 3,094 |
| | $ | 4,428 |
| | $ | 123 |
| $ | 1,897 |
| | $ | 278 |
| | $ | 2,175 |
| | $ | 2,606 |
| | $ | 490 |
|
Commercial mortgage | 41,793 |
| | 53,314 |
| | 95,107 |
| | 103,763 |
| | 3,370 |
| 34,177 |
| | 21,270 |
| | 55,447 |
| | 61,317 |
| | 2,671 |
|
Other commercial real estate | 305 |
| | 122 |
| | 427 |
| | 863 |
| | 289 |
| 243 |
| | 617 |
| | 860 |
| | 946 |
| | 42 |
|
Commercial and industrial | 8,544 |
| | 9,366 |
| | 17,910 |
| | 21,455 |
| | 1,118 |
| |
Lease financing | 1,651 |
| | 104 |
| | 1,755 |
| | 1,956 |
| | 213 |
| |
Commercial and industrial and leases | | 7,153 |
| | 2,715 |
| | 9,868 |
| | 14,695 |
| | 1,137 |
|
Other | — |
| | 1,183 |
| | 1,183 |
| | 1,260 |
| | — |
| 216 |
| | 75 |
| | 291 |
| | 301 |
| | 105 |
|
Residential mortgage | 10,097 |
| | 12,889 |
| | 22,986 |
| | 25,043 |
| | 1,212 |
| 40,359 |
| | 1,809 |
| | 42,168 |
| | 45,226 |
| | 1,901 |
|
Revolving mortgage | 1,105 |
| | 4,778 |
| | 5,883 |
| | 7,120 |
| | 299 |
| 25,751 |
| | 3,101 |
| | 28,852 |
| | 31,371 |
| | 2,515 |
|
Construction and land development - noncommercial | 693 |
| | 91 |
| | 784 |
| | 784 |
| | 49 |
| 2,337 |
| | 1,412 |
| | 3,749 |
| | 4,035 |
| | 81 |
|
Consumer | 1,050 |
| | 188 |
| | 1,238 |
| | 1,294 |
| | 527 |
| 2,940 |
| | 80 |
| | 3,020 |
| | 3,405 |
| | 885 |
|
Total non-PCI impaired loans and leases | $ | 66,861 |
| | $ | 83,506 |
| | $ | 150,367 |
| | $ | 167,966 |
| | $ | 7,200 |
| $ | 115,073 |
| | $ | 31,357 |
| | $ | 146,430 |
| | $ | 163,902 |
| | $ | 9,827 |
|
| | | | | | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
(Dollars in thousands) | With a recorded allowance | | With no recorded allowance | | Total | | Unpaid principal balance | | Related allowance recorded | With a recorded allowance | | With no recorded allowance | | Total | | Unpaid principal balance | | Related allowance recorded |
Non-PCI impaired loans and leases | | | | | | | | | | | | | | | | | | |
Construction and land development - commercial | $ | 996 |
| | $ | 624 |
| | $ | 1,620 |
| | $ | 6,945 |
| | $ | 92 |
| $ | 788 |
| | $ | — |
| | $ | 788 |
| | $ | 1,110 |
| | $ | 185 |
|
Commercial mortgage | 57,324 |
| | 25,479 |
| | 82,803 |
| | 87,702 |
| | 8,610 |
| 39,135 |
| | 34,520 |
| | 73,655 |
| | 78,936 |
| | 3,648 |
|
Other commercial real estate | 112 |
| | 472 |
| | 584 |
| | 913 |
| | 112 |
| 1,351 |
| | 506 |
| | 1,857 |
| | 2,267 |
| | 209 |
|
Commercial and industrial | 10,319 |
| | 721 |
| | 11,040 |
| | 12,197 |
| | 1,743 |
| |
Lease financing | 319 |
| | 304 |
| | 623 |
| | 623 |
| | 150 |
| |
Commercial and industrial and leases | | 8,216 |
| | 1,672 |
| | 9,888 |
| | 13,046 |
| | 1,062 |
|
Other | 2,000 |
| | — |
| | 2,000 |
| | 2,000 |
| | 1,972 |
| — |
| | 521 |
| | 521 |
| | 521 |
| | — |
|
Residential mortgage | 10,198 |
| | 4,715 |
| | 14,913 |
| | 15,746 |
| | 1,360 |
| 19,135 |
| | 18,707 |
| | 37,842 |
| | 39,946 |
| | 2,733 |
|
Revolving mortgage | 3,675 |
| | — |
| | 3,675 |
| | 4,933 |
| | 1,052 |
| 5,875 |
| | 17,895 |
| | 23,770 |
| | 25,941 |
| | 1,085 |
|
Construction and land development - noncommercial | 1,077 |
| | 263 |
| | 1,340 |
| | 1,340 |
| | 71 |
| 592 |
| | 3,959 |
| | 4,551 |
| | 5,224 |
| | 68 |
|
Consumer | 987 |
| | 8 |
| | 995 |
| | 1,067 |
| | 555 |
| 2,107 |
| | 667 |
| | 2,774 |
| | 3,043 |
| | 738 |
|
Total non-PCI impaired loans and leases | $ | 87,007 |
| | $ | 32,586 |
| | $ | 119,593 |
| | $ | 133,466 |
| | $ | 15,717 |
| $ | 77,199 |
| | $ | 78,447 |
| | $ | 155,646 |
| | $ | 170,034 |
| | $ | 9,728 |
|
Non-PCI impaired loans less than $500,000 that are collectively evaluated were $47.1 million and $49.1 million at December 31, 2018, and 2017, respectively.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables show the average non-PCI impaired loan balance and the interest income recognized by loan class for the years ended December 31, 2015, 20142018, 2017 and 2013:2016:
| | | Year ended December 31, 2015 | Year ended December 31, 2018 |
(Dollars in thousands) | YTD Average Balance | | YTD Interest Income Recognized | YTD Average Balance | | YTD Interest Income Recognized |
Non-PCI impaired loans and leases: | | | | | | |
Construction and land development - commercial | $ | 3,164 |
| | $ | 146 |
| $ | 1,734 |
| | $ | 84 |
|
Commercial mortgage | 89,934 |
| | 3,129 |
| 65,943 |
| | 2,569 |
|
Other commercial real estate | 481 |
| | 12 |
| 1,225 |
| | 43 |
|
Commercial and industrial | 14,587 |
| | 510 |
| |
Lease financing | 1,718 |
| | 74 |
| |
Commercial and industrial and leases | | 9,560 |
| | 364 |
|
Other | 1,673 |
| | 37 |
| 135 |
| | 3 |
|
Residential mortgage | 18,524 |
| | 557 |
| 41,368 |
| | 1,237 |
|
Revolving mortgage | 4,368 |
| | 97 |
| 26,759 |
| | 900 |
|
Construction and land development - noncommercial | 829 |
| | 38 |
| 3,677 |
| | 172 |
|
Consumer | 1,126 |
| | 75 |
| 2,722 |
| | 116 |
|
Total non-PCI impaired loans and leases | $ | 136,404 |
| | $ | 4,675 |
| $ | 153,123 |
| | $ | 5,488 |
|
| | | | | | |
| Year ended December 31, 2014 | Year ended December 31, 2017 |
Non-PCI impaired loans and leases: | | | | | | |
Construction and land development - commercial | $ | 1,689 |
| | $ | 83 |
| $ | 858 |
| | $ | 37 |
|
Commercial mortgage | 86,250 |
| | 3,698 |
| 73,815 |
| | 2,596 |
|
Other commercial real estate | 2,125 |
| | 80 |
| 1,642 |
| | 34 |
|
Commercial and industrial | 13,433 |
| | 580 |
| |
Lease financing | 774 |
| | 44 |
| |
Commercial and industrial and leases | | 11,600 |
| | 427 |
|
Other | 528 |
| | 29 |
| 426 |
| | 22 |
|
Residential mortgage | 15,487 |
| | 593 |
| 33,818 |
| | 990 |
|
Revolving mortgage | 3,922 |
| | 134 |
| 14,022 |
| | 436 |
|
Construction and land development - noncommercial | 1,678 |
| | 98 |
| 3,383 |
| | 145 |
|
Consumer | 1,535 |
| | 88 |
| 2,169 |
| | 103 |
|
Total non-PCI impaired loans and leases | $ | 127,421 |
| | $ | 5,427 |
| $ | 141,733 |
| | $ | 4,790 |
|
| | | | | | |
| Year ended December 31, 2013 | Year ended December 31, 2016 |
Non-PCI impaired loans and leases: | | | | | | |
Construction and land development - commercial | $ | 6,414 |
| | $ | 270 |
| $ | 2,700 |
| | $ | 138 |
|
Commercial mortgage | 105,628 |
| | 5,702 |
| 82,146 |
| | 2,671 |
|
Other commercial real estate | 2,658 |
| | 144 |
| 1,112 |
| | 38 |
|
Commercial and industrial | 12,772 |
| | 642 |
| |
Lease financing | 350 |
| | 22 |
| |
Commercial and industrial and leases | | 13,185 |
| | 480 |
|
Other | — |
| | — |
| 687 |
| | 33 |
|
Residential mortgage | 15,470 |
| | 444 |
| 26,774 |
| | 805 |
|
Revolving mortgage | 5,653 |
| | 485 |
| 6,915 |
| | 171 |
|
Construction and land development - noncommercial | 958 |
| | 55 |
| 983 |
| | 50 |
|
Consumer | 1,427 |
| | 53 |
| 1,480 |
| | 80 |
|
Total non-PCI impaired loans and leases | $ | 151,330 |
| | $ | 7,817 |
| $ | 135,982 |
| | $ | 4,466 |
|
| | | | | | |
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Troubled Debt Restructurings (TDRs)
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 reasons 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. In accordance with GAAP, loans acquired under ASC 310-30, excluding pooled loans, are not initially considered to be TDRs, but can be classified as such if a modification is made subsequent to acquisition. Subsequent modification of a PCI loan accounted for in a pool that would otherwise meet the definition of a TDR is not reported, or accounted for, as a TDR since pooled PCI loans are excluded from the scope of TDR accounting.
The following table provides a summary of total TDRs by accrual status.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2015 | | December 31, 2014 |
(Dollars in thousands) | Accruing | | Nonaccruing | | Total | | Accruing | | Nonaccruing | | Total |
Commercial loans | | | | | | | | | | | |
Construction and land development - commercial | $ | 3,624 |
| | $ | 257 |
| | $ | 3,881 |
| | $ | 2,591 |
| | $ | 446 |
| | $ | 3,037 |
|
Commercial mortgage | 65,812 |
| | 18,728 |
| | 84,540 |
| | 92,184 |
| | 8,937 |
| | 101,121 |
|
Other commercial real estate | 1,751 |
| | 89 |
| | 1,840 |
| | 2,374 |
| | 449 |
| | 2,823 |
|
Commercial and industrial | 8,833 |
| | 3,341 |
| | 12,174 |
| | 9,864 |
| | 664 |
| | 10,528 |
|
Lease | 1,191 |
| | 169 |
| | 1,360 |
| | 258 |
| | 365 |
| | 623 |
|
Other | 1,183 |
| | — |
| �� | 1,183 |
| | 34 |
| | — |
| | 34 |
|
Total commercial loans | 82,394 |
| | 22,584 |
| | 104,978 |
| | 107,305 |
| | 10,861 |
| | 118,166 |
|
Noncommercial | | | | | | | | | | | |
Residential | 25,427 |
| | 7,129 |
| | 32,556 |
| | 22,597 |
| | 4,655 |
| | 27,252 |
|
Revolving mortgage | 3,600 |
| | 1,705 |
| | 5,305 |
| | 3,675 |
| | — |
| | 3,675 |
|
Construction and land development - noncommercial | 784 |
| | — |
| | 784 |
| | 1,391 |
| | — |
| | 1,391 |
|
Consumer and other | 1,091 |
| | 129 |
| | 1,220 |
| | 995 |
| | — |
| | 995 |
|
Total noncommercial loans | 30,902 |
| | 8,963 |
| | 39,865 |
| | 28,658 |
| | 4,655 |
| | 33,313 |
|
Total loans | $ | 113,296 |
| | $ | 31,547 |
| | $ | 144,843 |
| | $ | 135,963 |
| | $ | 15,516 |
| | $ | 151,479 |
|
Total troubled debt restructurings at December 31, 2015, were $144.8 million, of which $30.6 million were PCI and $114.2 million were non-PCI. TDRs at December 31, 2014, were $151.5 million, which consisted of $46.9 million PCI and $104.6 million non-PCI.
The majority of TDRs are included in the special mention, substandard or doubtful grading categories,credit quality indicators, which results in more elevated loss expectations when projecting the expected cash flows that are used to determine the allowance for loan losses associated with these loans. When a restructured loan subsequently defaults, it is evaluated and downgraded if appropriate. The more severely gradedlower the loan,credit quality indicator, the lower the estimated expected cash flows and the greater the allowance recorded. Further,All TDRs over $500,000 and graded substandard or lower are individually evaluated individually for impairment through a review of collateral values or analysis of cash flows.flows at least annually.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables provide the types of TDRs made during the year ended December 31, 2015, and 2014, as well as a summary of loans that were modified as a TDR during the year ended December 31, 2015, and 2014 that subsequently defaulted during the year ended December 31, 2015, and 2014. 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.
|
| | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2015 | | Year ended December 31, 2014 |
| All restructurings | | Restructurings with payment default | | All restructurings | | Restructurings with payment default |
| 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 |
(Dollars in thousands) | | | | | | | | | | | |
Non-PCI loans and leases | | | | | | | | | | | |
Interest only period provided | | | | | | | | | | | |
Commercial mortgage | 3 | $ | 185 |
| | — | $ | — |
| | 6 | $ | 1,973 |
| | 2 | $ | 364 |
|
Commercial and industrial | 2 | 776 |
| | — | — |
| | 3 | 250 |
| | — | — |
|
Lease financing | — | — |
| | — | — |
| | 2 | 118 |
| | — | — |
|
Construction and land development - noncommercial | 1 | 91 |
| | — | — |
| | — | — |
| | — | — |
|
Other | — | — |
| | — | — |
| | 1 | 34 |
| | — | — |
|
Total interest only | 6 | 1,052 |
| | — | — |
| | 12 | 2,375 |
| | 2 | 364 |
|
| | | | | | | | | | | |
Loan term extension | | | | | | | | | | | |
Construction and land development - commercial | 1 | 18 |
| | 1 | 18 |
| | 2 | 187 |
| | — | — |
|
Commercial mortgage | 12 | 3,144 |
| | 2 | 316 |
| | 18 | 4,848 |
| | — | — |
|
Commercial and industrial | 5 | 1,380 |
| | — | — |
| | 5 | 2,274 |
| | — | — |
|
Lease financing | 4 | 146 |
| | — | — |
| | 6 | 198 |
| | — | — |
|
Residential mortgage | 1 | 110 |
| | — | — |
| | 19 | 572 |
| | — | — |
|
Revolving mortgage | 1 | 8 |
| | — | — |
| | — | — |
| | — | — |
|
Construction and land development - noncommercial | — | — |
| | — | — |
| | 7 | 226 |
| | — | — |
|
Consumer | 3 | 52 |
| |
| — |
| | 6 | 99 |
| | 1 | — |
|
Total loan term extension | 27 | 4,858 |
| | 3 | 334 |
| | 63 | 8,404 |
| | 1 | — |
|
| | | | | | | | | | | |
Below market interest rate | | | | | | | | | | | |
Construction and land development - commercial | 21 | 992 |
| | 3 | 122 |
| | 11 | 372 |
| | — | — |
|
Commercial mortgage | 37 | 13,900 |
| | 3 | 3,969 |
| | 44 | 12,642 |
| | 3 | 441 |
|
Commercial and industrial | 15 | 2,301 |
| | 2 | 1,619 |
| | 13 | 751 |
| | — | — |
|
Other commercial real estate | 2 | 122 |
| | — | — |
| | 1 | 337 |
| | — | — |
|
Residential mortgage | 116 | 5,695 |
| | 14 | 607 |
| | 41 | 2,444 |
| | 1 | 45 |
|
Revolving mortgage | 6 | 136 |
| | — | — |
| | 5 | 217 |
| | — | — |
|
Construction & land development - noncommercial | 2 | 253 |
| | — | — |
| | 12 | 389 |
| | — | — |
|
Consumer | 18 | 146 |
| | 2 | 10 |
| | 10 | 193 |
| | — | — |
|
Other | 1 | 1,183 |
| | — | — |
| | — | — |
| | — | — |
|
Total below market interest rate | 218 | 24,728 |
| | 24 | 6,327 |
| | 137 | 17,345 |
| | 4 | 486 |
|
| | | | | | | | | | | |
Discharged from bankruptcy | | | | | | | | | | | |
Construction and land development - commercial | 4 | 38 |
| | 1 | 3 |
| | — | — |
| | — | — |
|
Commercial mortgage | 4 | 1,897 |
| | 2 | 644 |
| | 2 | 949 |
| | 1 | — |
|
Commercial and industrial | 3 | 146 |
| | — | — |
| | — | — |
| | — | — |
|
Residential mortgage | 29 | 1,454 |
| | 4 | 242 |
| | 12 | 1,067 |
| | 2 | 268 |
|
Revolving mortgage | 56 | 2,714 |
| | 9 | 701 |
| | 17 | 663 |
| | 1 | — |
|
Construction & land development - noncommercial | — | — |
| | — | — |
| | 1 | 62 |
| | 1 | 62 |
|
Consumer | 25 | 296 |
| | 7 | 75 |
| | 4 | 4 |
| | — | — |
|
Total discharged from bankruptcy | 121 | 6,545 |
| | 23 | 1,665 |
| | 36 | 2,745 |
| | 5 | 330 |
|
Total non-PCI restructurings | 372 | $ | 37,183 |
| | 50 | $ | 8,326 |
| | 248 | $ | 30,869 |
| | 12 | $ | 1,180 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table provides a summary of total TDRs by accrual status. Total TDRs at December 31, 2018, were $156.1 million, of which $137.9 million were non-PCI and $18.2 million were PCI. Total TDRs at December 31, 2017, were $164.6 million, of which $146.1 million were non-PCI and $18.5 million were PCI.
| | | Year ended December 31, 2015 | | Year ended December 31, 2014 | |
| All restructurings | | Restructurings with payment default | | All restructurings | | Restructurings with payment default | | | | | | | | | | | | | |
| 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 | December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | | | | | | | | | | | | Accruing | | Nonaccruing | | Total | | Accruing | | Nonaccruing | | Total |
PCI loans | | | | | | | | | |
Interest only period provided | | | | | | | | | |
Commercial mortgage | — | $ | — |
| | — | $ | — |
| | 2 | $ | — |
| | 2 | $ | — |
| |
Total interest only | — | — |
| | — | — |
| | 2 | — |
| | 2 | — |
| |
| | | | | | | | | |
Loan term extension | | | | | | | | | |
Construction and land development - commercial | — | — |
| | — | — |
| | 1 | 332 |
| | — | — |
| |
Residential mortgage | 1 | 178 |
| | — | — |
| | 2 | 317 |
| | 5 | 53 |
| |
Construction and land development - noncommercial | — | — |
| | — | — |
| | 1 | 51 |
| | — | — |
| |
Total loan term extension | 1 | 178 |
| | — | — |
| | 4 | 700 |
| | 5 | 53 |
| |
| | | | | | | | | |
Below market interest rate | | | | | | | | | |
Commercial loans | | | | | | | | | | | | |
Construction and land development - commercial | — | — |
| | — | — |
| | 2 | 116 |
| | — | — |
| $ | 1,946 |
| | $ | 352 |
| | $ | 2,298 |
| | $ | 4,089 |
| | $ | 483 |
| | $ | 4,572 |
|
Commercial mortgage | — | — |
| | — | — |
| | 16 | 5,783 |
| | 3 | 138 |
| 53,270 |
| | 7,795 |
| | 61,065 |
| | 62,358 |
| | 15,863 |
| | 78,221 |
|
Residential mortgage | 14 | 1,187 |
| | 2 | 96 |
| | 29 | 3,948 |
| | 3 | 23 |
| |
Total below market interest rate | 14 | 1,187 |
| | 2 | 96 |
| | 47 | 9,847 |
| | 6 | 161 |
| |
| | | | | | | | | |
Discharged from bankruptcy | | | | | | | | | |
Other commercial real estate | | 851 |
| | 9 |
| | 860 |
| | 1,012 |
| | 788 |
| | 1,800 |
|
Commercial and industrial and leases | | 7,986 |
| | 2,060 |
| | 10,046 |
| | 8,320 |
| | 1,958 |
| | 10,278 |
|
Other | | 118 |
| | 173 |
| | 291 |
| | 521 |
| | — |
| | 521 |
|
Total commercial loans | | 64,171 |
| | 10,389 |
| | 74,560 |
| | 76,300 |
| | 19,092 |
| | 95,392 |
|
Noncommercial | | | | | | | | | | | | |
Residential mortgage | 2 | 282 |
| | — | — |
| | 26 | 1,659 |
| | 2 | — |
| 37,903 |
| | 9,621 |
| | 47,524 |
| | 34,067 |
| | 9,475 |
| | 43,542 |
|
Revolving mortgage | 1 | 105 |
| | — | — |
| | — | — |
| | — | — |
| 20,492 |
| | 8,196 |
| | 28,688 |
| | 17,673 |
| | 5,180 |
| | 22,853 |
|
Total discharged from bankruptcy | 3 | 387 |
| | — | — |
| | 26 | 1,659 |
| | 2 | — |
| |
Total PCI restructurings | 18 | $ | 1,752 |
| | 2 | $ | 96 |
| | 79 | $ | 12,206 |
| | 15 | $ | 214 |
| |
Construction and land development - noncommercial | | 2,227 |
| | 110 |
| | 2,337 |
| | — |
| | — |
| | — |
|
Consumer and other | | 2,300 |
| | 721 |
| | 3,021 |
| | 2,351 |
| | 423 |
| | 2,774 |
|
Total noncommercial loans | | 62,922 |
| | 18,648 |
| | 81,570 |
| | 54,091 |
| | 15,078 |
| | 69,169 |
|
Total loans | | $ | 127,093 |
| | $ | 29,037 |
| | $ | 156,130 |
| | $ | 130,391 |
| | $ | 34,170 |
| | $ | 164,561 |
|
The following tables provide the types of TDRs made during the years ended December 31, 2018 and 2017, as well as a summary of loans that were modified as a TDR during the years ended December 31, 2018 and 2017 that subsequently defaulted during the years ended December 31, 2018 and 2017. BancShares defines payment default as movement of the TDR to nonaccrual status, which is generally 90 days past due, foreclosure or charge-off, whichever occurs first.
|
| | | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2018 | | Year ended December 31, 2017 |
| All restructurings | | Restructurings with payment default | | All restructurings | | Restructurings with payment default |
| 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 |
(Dollars in thousands) | | | | | | | | | | | |
Loans and leases | | | | | | | | | | | |
Interest only period provided | | | | | | | | | | | |
Commercial loans | 3 | $ | 1,003 |
| | — | $ | — |
| | 5 | $ | 1,124 |
| | 1 | $ | 634 |
|
Noncommercial loans | — | — |
| | — | — |
| | 1 | 82 |
| | — | — |
|
Total interest only | 3 | 1,003 |
| | — | — |
| | 6 | 1,206 |
| | 1 | 634 |
|
| | | | | | | | | | | |
Loan term extension | | | | | | | | | | | |
Commercial loans | 21 | 3,933 |
| | 4 | 675 |
| | 13 | 3,007 |
| | — | — |
|
Noncommercial loans | 21 | 1,554 |
| | 4 | 190 |
| | 34 | 3,510 |
| | 2 | 273 |
|
Total loan term extension | 42 | 5,486 |
| | 8 | 865 |
| | 47 | 6,517 |
| | 2 | 273 |
|
| | | | | | | | | | | |
Below market interest rate | | | | | | | | | | | |
Commercial loans | 85 | 12,859 |
| | 24 | 2,998 |
| | 92 | 14,811 |
| | 32 | 3,392 |
|
Noncommercial loans | 184 | 15,545 |
| | 68 | 5,461 |
| | 271 | 15,601 |
| | 78 | 4,591 |
|
Total below market interest rate | 269 | 28,404 |
| | 92 | 8,459 |
| | 363 | 30,412 |
| | 110 | 7,983 |
|
| | | | | | | | | | | |
Discharged from bankruptcy | | | | | | | | | | | |
Commercial loans | 26 | 2,043 |
| | 8 | 825 |
| | 39 | 3,012 |
| | 26 | 708 |
|
Noncommercial loans | 151 | 6,617 |
| | 56 | 3,169 |
| | 177 | 7,853 |
| | 65 | 2,392 |
|
Total discharged from bankruptcy | 177 | 8,660 |
| | 64 | 3,994 |
| | 216 | 10,865 |
| | 91 | 3,100 |
|
Total restructurings | 491 | $ | 43,553 |
| | 164 | $ | 13,318 |
| | 632 | $ | 49,000 |
| | 204 | $ | 11,990 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE F
PREMISES AND EQUIPMENT
Major classifications of premises and equipment at December 31, 20152018 and 20142017 are summarized as follows:
| | (Dollars in thousands) | 2015 | | 2014 | Useful Life ( years) | | 2018 | | 2017 |
Land | $ | 279,932 |
| | $ | 284,682 |
| indefinite | | $ | 306,734 |
| | $ | 290,990 |
|
Premises and leasehold improvements | 1,089,644 |
| | 1,056,126 |
| 3 - 40 | | 1,228,582 |
| | 1,158,699 |
|
Furniture and equipment | 441,378 |
| | 444,774 |
| 3 - 10 | | 560,923 |
| | 489,067 |
|
Total | 1,810,954 |
| | 1,785,582 |
| | 2,096,239 |
| | 1,938,756 |
|
Less accumulated depreciation and amortization | 675,125 |
| | 660,501 |
| | 892,060 |
| | 800,325 |
|
Total premises and equipment | $ | 1,135,829 |
| | $ | 1,125,081 |
| | $ | 1,204,179 |
| | $ | 1,138,431 |
|
There were no premises pledged to secure borrowings at
Depreciation and amortization expense was $96.8 million, $90.8 million and $88.8 million for the years ended December 31, 20152018, 2017 and 2014.2016, respectively.
BancShares leases certain premises and equipment under various lease agreements that provide for payment of property taxes, insurance and maintenance costs. Operating leases frequently provide for one or more renewal options either on the same basis as current rental terms. However, certain leases requireterms or increased rentals underrents with cost of living escalation clauses. Some leasesclauses, while others can also provideinclude purchase options.
Future minimum rental commitments for noncancellable operating leases with initial or remaining terms of one or more years consisted of the following at December 31, 2015:2018:
| | (Dollars in thousands) | Year ended December 31 | Year ended December 31 |
2016 | $ | 18,543 |
| |
2017 | 14,415 |
| |
2018 | 11,017 |
| |
2019 | 8,040 |
| $ | 18,058 |
|
2020 | 5,589 |
| 16,377 |
|
2021 | | 14,564 |
|
2022 | | 12,381 |
|
2023 | | 10,434 |
|
Thereafter | 43,407 |
| 38,494 |
|
Total minimum payments | $ | 101,011 |
| $ | 110,308 |
|
Total rent expense for all operating leases amounted to $13.8$15.5 million in 2015, $18.52018, $15.2 million in 20142017 and $21.4$13.0 million in 2013,2016, net of rent income, which was $6.4$7.8 million, $2.7$6.6 million and $1.8$6.5 million during 2015, 20142018, 2017 and 2013,2016, respectively.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE G
OTHER REAL ESTATE OWNED (OREO)
The following table explains changes in other real estate owned during 20152018 and 20142017.
|
| | | | | | | | | | | |
(Dollars in thousands) | Covered | | Noncovered | | Total |
Balance at January 1, 2014 | $ | 47,081 |
| | $ | 36,898 |
| | $ | 83,979 |
|
Additions | 29,708 |
| | 36,574 |
| | 66,282 |
|
Additions acquired in the Bancorporation merger | 1,336 |
| | 34,008 |
| | 35,344 |
|
Additions acquired in the 1st Financial merger | — |
| | 11,591 |
| | 11,591 |
|
Sales | (38,753 | ) | | (48,935 | ) | | (87,688 | ) |
Writedowns | (10,853 | ) | | (5,219 | ) | | (16,072 | ) |
Transfers (1) | (5,537 | ) | | 5,537 |
| | — |
|
Balance at December 31, 2014 | 22,982 |
| | 70,454 |
| | 93,436 |
|
Additions | 7,357 |
| | 47,866 |
| | 55,223 |
|
Sales | (19,629 | ) | | (56,853 | ) | | (76,482 | ) |
Writedowns | (1,478 | ) | | (5,140 | ) | | (6,618 | ) |
Transfers (1) | (2,415 | ) | | 2,415 |
| | — |
|
Balance at December 31, 2015 | $ | 6,817 |
| | $ | 58,742 |
| | $ | 65,559 |
|
(1)Transfers include OREO balances associated with expired loss share agreements. |
| | | | |
(Dollars in thousands) | | Total |
Balance at January 1, 2017 | | $ | 61,231 |
|
Additions | | 34,980 |
|
Additions acquired in the Guaranty acquisition | | 55 |
|
Sales | | (40,709 | ) |
Write-downs | | (4,460 | ) |
Balance at December 31, 2017 | | 51,097 |
|
Additions | | 24,997 |
|
Additions acquired in the HomeBancorp acquisition | | 2,135 |
|
Additions acquired in the Palmetto Heritage acquisition | | 2,319 |
|
Sales | | (28,128 | ) |
Write-downs | | (4,390 | ) |
Balance at December 31, 2018 | | $ | 48,030 |
|
At December 31, 20152018 and December 31, 2014,2017, BancShares had $16.1$17.2 million and $29.0$19.8 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 totaled $15.6was $22.0 million and $24.8$26.9 million at December 31, 20152018, and December 31, 2014,2017, respectively.
NOTE H
FDIC LOSS SHARE RECEIVABLE
The following table provides changes in the receivable from the FDIC for the years ended December 31, 2015, 2014 and 2013:
|
| | | | | | | | | | | |
| Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 |
Balance at January 1 | $ | 28,701 |
| | $ | 93,397 |
| | $ | 270,192 |
|
Additional receivable from Bancorporation merger | — |
| | 5,106 |
| | — |
|
Amortization | (10,899 | ) | | (43,422 | ) | | (85,651 | ) |
Net cash payments to (from) the FDIC | 33,296 |
| | 1,286 |
| | (19,373 | ) |
Post-acquisition adjustments | (47,044 | ) | | (27,666 | ) | | (71,771 | ) |
Balance at December 31 | $ | 4,054 |
| | $ | 28,701 |
| | $ | 93,397 |
|
The receivable from the FDIC for loss share agreements is measured separately from the related covered assets and is recorded at fair value at the acquisition date using projected cash flows based on the expected reimbursements for losses and the applicable loss share percentages. See Note Ufor information related to BancShares' recorded payable to the FDIC for loss share agreements.
Amortization reflects changes in the FDIC loss share receivable due to improvements in expected cash flows that are being recognized over the remaining term of the loss share agreement. Cash payments to (from) the FDIC represent the net impact of loss share loan recoveries, charge-offs and related expenses as calculated and reported in FDIC loss share certificates. Post-acquisition adjustments represent the net change in loss estimates related to acquired loans and covered OREO as a result of changes in expected cash flows and the ALLL related to those covered loans. For loans covered by loss share agreements, subsequent decreases in the amount expected to be collected from the borrower or collateral liquidation result in a provision for loan and lease losses, an increase in the ALLL and a proportional adjustment to the receivable from the FDIC for the estimated amount to be reimbursed. Subsequent increases in the amount expected to be collected from the borrower or collateral liquidation result in the reversal of some or all previously recorded provision for loan and lease losses, a decrease in the related ALLL and a proportional adjustment to the receivable from the FDIC, or prospective adjustment to the accretable yield and the related receivable from the FDIC if no provision for loan and lease losses had been recorded previously.The loss share agreements for non-single family residential loans for Temecula Valley Bank, Venture Bank and Georgian Bank expired during
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2014. NOTE H
FDIC SHARED-LOSS PAYABLE
At the beginning of the second quarter of 2015, the loss share agreementsDecember 31, 2018, shared-loss protection remains for First Regional Bank and non-singlesingle family residential loans acquired from Sun American Bank expired.in the amount of $55.6 million. The loss share agreementshared-loss agreements for non-single family residential loans for Williamsburg First National Bank expiredtwo FDIC-assisted transactions include provisions related to payments that may be owed to the FDIC at the beginningtermination of the fourth quarter of 2015. During 2016,agreements (clawback liability). The clawback liability represents a payment by BancShares to the loss share agreements for non-single family residential loans for United Western Bank, Atlantic Bank & Trust and Colorado Capital Bank will expireFDIC if actual cumulative losses on acquired covered assets are lower than the cumulative losses originally estimated by the FDIC at the beginningtime of acquisition. As of December 31, 2018 and December 31, 2017, the second, thirdestimated clawback liability was $105.6 million and fourth quarters,$101.3 million, respectively. The clawback liability payment dates are March 2020 and March 2021.
The following table provides changes in the FDIC shared-loss payable for the years ended December 31, 2018 and December 31, 2017.
|
| | | | | | | |
(Dollars in thousands) | 2018 | | 2017 |
Beginning balance | $ | 101,342 |
| | $ | 97,008 |
|
Accretion | 4,023 |
| | 3,851 |
|
Adjustments related to changes in assumptions | 253 |
| | 483 |
|
Ending balance | $ | 105,618 |
| | $ | 101,342 |
|
NOTE I
DEPOSITS
Deposits at December 31, are summarized2018 and 2017 were as follows:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Demand | $ | 9,274,470 |
| | $ | 8,086,784 |
| $ | 11,882,670 |
| | $ | 11,237,375 |
|
Checking with interest | 4,445,353 |
| | 4,091,333 |
| 5,338,511 |
| | 5,230,060 |
|
Money market accounts | 8,205,705 |
| | 8,264,811 |
| 8,194,818 |
| | 8,059,271 |
|
Savings | 1,909,021 |
| | 1,728,504 |
| 2,499,750 |
| | 2,340,449 |
|
Time | 3,096,206 |
| | 3,507,145 |
| 2,756,711 |
| | 2,399,120 |
|
Total deposits | $ | 26,930,755 |
| | $ | 25,678,577 |
| $ | 30,672,460 |
| | $ | 29,266,275 |
|
Time deposits with a denomination exceedingof $250,000 or more were $578.1$567.3 million and $552.3$414.0 million at December 31, 20152018 and 2014,2017, respectively.
At December 31, 2015,2018, the scheduled maturities of time deposits were:
| | (Dollars in thousands) | Year ended December 31 | Year ended December 31 |
2016 | $ | 2,359,710 |
| |
2017 | 453,560 |
| |
2018 | 114,448 |
| |
2019 | 111,857 |
| $ | 1,895,313 |
|
2020 | 56,631 |
| 518,504 |
|
2021 | | 115,643 |
|
2022 | | 194,413 |
|
2023 | | 32,838 |
|
Thereafter | — |
| — |
|
Total time deposits | $ | 3,096,206 |
| $ | 2,756,711 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE J
SHORT-TERM BORROWINGS
Short-term borrowings at December 31, 2018 and 2017 are as follows:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Master notes | $ | — |
| | $ | 410,258 |
| |
Repurchase agreements | 592,182 |
| | 294,426 |
| $ | 543,936 |
| | $ | 586,171 |
|
Notes payable to Federal Home Loan Banks | — |
| | 80,000 |
| 28,500 |
| | 90,000 |
|
Federal funds purchased | 2,551 |
| | 2,551 |
| — |
| | 2,551 |
|
Subordinated notes payable | — |
| | 199,949 |
| — |
| | 15,000 |
|
Unamortized purchase accounting adjustments | | (149 | ) | | 85 |
|
Total short-term borrowings | $ | 594,733 |
| | $ | 987,184 |
| $ | 572,287 |
| | $ | 693,807 |
|
At December 31, 2015,2018, BancShares had unused credit lines allowing contingent access to overnight borrowings of up to $740.0$690.0 million on an unsecured basis. Additionally, under borrowing arrangements with the Federal Home Loan BankFRB of Richmond and FHLB of Atlanta, BancShares has access to an additional $5.57$8.38 billion on a secured basis. The master notes product, or investments used by commercial customers as an investment option through a sweep account, was discontinued during 2015, resulting in a migration to repurchase agreements. Additionally, $80.0 million in FHLB borrowings and $199.9 million in subordinated debt matured in 2015.
NOTE K
REPURCHASE AGREEMENTS
We utilizeBancShares utilizes securities sold under agreements to repurchase to facilitate the needs of our customers and secure long-termwholesale funding needs. Repurchase agreements are transactions whereby we offerBancShares offers to sell to a counterparty an undivided interest in an eligible security at an agreed upon purchase price, and which obligates BancShares to repurchase the security on an agreed upon date at
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
an agreed upon repurchase price plus interest at an agreed upon rate. Securities sold under agreements to repurchase are recorded at the amount of cash received in connection with the transaction and are generally reflected as short-term borrowings on the Consolidated Balance Sheets.
We monitorBancShares monitors collateral levels on a continuous basis and maintainmaintains records of each transaction specifically describing the applicable security and the counterparty’s fractional interest in that security, and we segregatesegregates the security from our general assets in accordance with regulations governing custodial holdings of securities. The primary risk with our repurchase agreements is market risk associated with the investments securing the transactions, as weadditional collateral may be required to provide additional collateral based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents. The carrying value of available for sale investment securities pledged as collateral under repurchase agreements was $722.0$598.6 million and $418.3$684.2 million at December 31, 20152018 and December 31, 2014,2017, respectively.
The remaining contractual maturity of the securities sold under agreements to repurchase by class of collateral pledged included in short-term borrowings in the Consolidated Balance Sheets as ofrepurchase agreements totaling $543.9 million at December 31, 20152018 and $556.2 million at December 31, 2014 is presented in the following tables.
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2015 |
| Remaining Contractual Maturity of the Agreements |
(Dollars in thousands) | Overnight and continuous | | Up to 30 Days | | 30-90 Days | | Greater than 90 Days | | Total |
Repurchase agreements: | | | | | | | | | |
U.S. Treasury | $ | 592,182 |
| | $ | — |
| | $ | — |
| | $ | 25,724 |
| | $ | 617,906 |
|
Government agency | — |
| | — |
| | — |
| | 4,276 |
| | 4,276 |
|
Total borrowings | $ | 592,182 |
| | $ | — |
| | $ | — |
| | $ | 30,000 |
| | $ | 622,182 |
|
Gross amount of recognized liabilities for repurchase agreements | | $ | 622,182 |
|
| | | | | | | | | |
| December 31, 2014 |
| Remaining Contractual Maturity of the Agreements |
| Overnight and continuous | | Up to 30 Days | | 30-90 Days | | Greater than 90 Days | | Total |
Repurchase agreements: | | | | | | | | | |
U.S. Treasury | $ | 162,925 |
| | $ | — |
| | $ | — |
| | $ | 23,086 |
| | $ | 186,011 |
|
Government agency | — |
| | — |
| | — |
| | 6,914 |
| | 6,914 |
|
Mortgage-backed securities | 131,501 |
| | — |
| | — |
| | — |
| | 131,501 |
|
Total borrowings | $ | 294,426 |
| | $ | — |
| | $ | — |
| | $ | 30,000 |
| | $ | 324,426 |
|
Gross amount of recognized liabilities for repurchase agreements | | $ | 324,426 |
|
2017 with overnight and continuous remaining contractual maturities collateralized by U.S. Treasury securities. At December 31, 2017, there also were repurchase agreements with a remaining contractual maturity of 30-90 days totaling $30.0 million for a gross amount of $586.2 million that were collateralized by U.S. Treasury securities.
NOTE L
LONG-TERM OBLIGATIONS
Long-term obligations at December 31, 2018 and 2017 include:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Junior subordinated debenture at 3-month LIBOR plus 1.75 percent maturing June 30, 2036 | $ | 96,392 |
| | $ | 96,392 |
| $ | 88,145 |
| | $ | 90,207 |
|
Junior subordinated debenture at 3-month LIBOR plus 2.25 percent maturing June 15, 2034 | 25,774 |
| | 26,547 |
| 19,588 |
| | 19,588 |
|
Junior subordinated debenture at 3-month LIBOR plus 2.85 percent maturing April 7, 2034 | 10,310 |
| | 10,310 |
| 10,310 |
| | 10,310 |
|
Subordinated notes payable 8.00 percent June 1, 2018 | 15,000 |
| | 15,000 |
| |
Obligations under capitalized leases extending to July 2026 | 9,226 |
| | 3,150 |
| |
Notes payable to Federal Home Loan Bank of Atlanta with rates ranging from 2.00 percent to 3.58 percent and maturing through March 2024 | 510,252 |
| | 160,268 |
| |
Note payable to the Federal Home Loan Bank of Des Moines(1) with a rate of 4.74 percent and a maturity date of July 2017 | 10,000 |
| | 10,000 |
| |
Junior subordinated debenture at 3-month LIBOR plus 2.00 percent maturing July 7, 2036 | | 4,124 |
| | — |
|
Junior subordinated debentures at 7.00 percent maturing December 31, 2026 | | 20,000 |
| | — |
|
Obligations under capitalized leases extending to December 2050 | | 13,160 |
| | 7,795 |
|
Notes payable to Federal Home Loan Bank of Atlanta with rates ranging from 1.64 percent to 3.06 percent and maturing through August 2023 | | 165,205 |
| | 745,221 |
|
Unamortized purchase accounting adjustments | (2,907 | ) | | (466 | ) | (1,426 | ) | | (2,964 | ) |
Other long-term debt | 30,108 |
| | 30,119 |
| 761 |
| | 83 |
|
Total long-term obligations | $ | 704,155 |
| | $ | 351,320 |
| $ | 319,867 |
| | $ | 870,240 |
|
(1) The Federal Home Loan Bank (FHLB) of Seattle merged with and into the FHLB of Des Moines effective May 31, 2015. As a result, the note payable to the FHLB of Seattle at December 31, 2014 was owed to the FHLB of Des Moines at December 31, 2015.
At December 31, 2015, long-term obligations included $132.52018 and December 31, 2017, $122.2 million and $120.1 million, respectively, in junior subordinated debentures representing obligations to FCB/NC Capital Trust III, FCB/SC Capital Trust II, SCB Capital Trust I, and SCBCCBI Capital Trust I special purpose entities and grantor trusts for $128.5$118.5 million and $116.5 million, on each of those dates, of trust preferred securities. FCB/NC Capital Trust III, FCB/SC Capital Trust II, SCB Capital Trust I, and SCBCCBI Capital Trust I's (the Trusts) trust preferred securities mature in 2036, 2034, 2034, and 2034,2036, respectively, and may be redeemed at par in whole or in part at any time. BancShares has guaranteed all obligations of its two subsidiaries, FCB Capital Trust III or FCB/SC Capital Trust I. FCB has guaranteed all obligations of its two trust subsidiaries, SCB Capital Trust I and CCBI Capital Trust I. The CCBI Capital Trust I was acquired from Capital Commerce during the Trusts.fourth quarter of 2018. At December 31, 2018, long-term obligations included $20.0 million in junior subordinated debentures maturing in 2026, acquired from HomeBancorp during the second quarter of 2018.
Long-term obligations maturing in each of the five years subsequent to December 31, 20152018 and thereafter include:
| | | Year ended December 31 | Year ended December 31 |
2016 | $ | 3,401 |
| |
2017 | 13,440 |
| |
2018 | 135,232 |
| |
2019 | 246 |
| $ | 10,000 |
|
2020 | 261 |
| 12,693 |
|
2021 | | 14,732 |
|
2022 | | 13,754 |
|
2023 | | 125,500 |
|
Thereafter | 551,575 |
| 143,188 |
|
Total long-term obligations | $ | 704,155 |
| $ | 319,867 |
|
NOTE M
ESTIMATED FAIR VALUES
Fair value estimates are intended to representrepresents 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. WhereBancShares estimates fair value using discounted cash flows or other valuation techniques when there is no active market for a financial instrument, BancShares has made estimates using discounted cash flows or other valuation techniques.instrument. Inputs toused in these valuation methodstechniques are subjective in nature, involve uncertainties and require significant judgment and therefore cannot be determined with precision. Accordingly,judgment. Therefore, the derived fair value estimates presented below are not necessarily indicative of the amounts BancShares couldwould realize in a current market exchange.
ASC 820, Fair Value Measurements and Disclosures, indicates that assetsAssets 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 highestlowest level of input that is significant to the fair value measurement (with levelLevel 1 inputs considered highest and levelLevel 3 inputs considered lowest). A brief description of each input level follows:
Level 1 valuesinputs are based on quoted prices in active markets for identical instruments in active markets.assets and liabilities.
Level 2 valuesinputs are based on quoted prices for similar instrumentsassets or liabilities in active markets, quoted prices for identical or similar instrumentsassets or liabilities in markets that are not active, and model-based valuation techniques for which all significant assumptionsinputs other than quoted prices that are observable infor the market.assets or liabilities and market corroborated inputs.
Level 3 valuesinputs are generated from model-based techniques that use at least one significant assumption not observable inunobservable inputs for the market.asset or liability. 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.
Valuation adjustments, such as those pertaining to counterparty and BancShares' own credit quality and liquidity, may be necessary to ensure that assets and liabilities are recorded at fair value. Credit valuation adjustments are made when market pricing does not accurately reflect the counterparty's credit quality. As determined by BancShares management, liquidity valuation adjustments may be made to the fair value of certain assets to reflect the uncertainty in the pricing and trading of the instruments when we are unable to observe recent market transactions for identical or similar instruments.
BancShares management reviews any changes to its valuation methodologies to ensure they are appropriate and justified,supportable, and refines valuation methodologies as more market-based data becomes available. Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period.
The methodologies used to estimate the fair value of financial assets and financial liabilities are discussed below:below.
Investment securities available for sale. U.S.Treasury,Investment securities available for sale are carried at fair value. U.S. Treasury, government agency mortgage-backed securities, municipal securities and trust preferredmortgage-backed securities are generally measured at fair value using a third party pricing service or recentservice. The third party provider evaluates securities based on comparable investments with trades and market transactions in similar or identicaldata and utilizes 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 instruments.Level 2. Corporate bonds and other, which consist of trust preferred securities, are generally measured at fair value based on indicative bids from broker-dealers that are not directly observable. These securities are considered Level 3.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Marketable equity securities. Equity securities are measured at fair value using observable closing prices and theprices. The valuation also considers the amount of market activity by examining the trade volume of each security. Equity securities are classified as Level 1 if they are traded on a heavilyin an active market and as Level 2 if the observable closing price is from a less than active market.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Loans held for sale. Certain residential real estate loans that are originated to be sold to investors which are carried at fair value as BancShares elected the fair value option on loans held for sale in 2014. The fair value is 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 levelconsidered Level 2 inputs. Portfolio loans that are subsequently transferred to held for sale to be sold in the secondary market are transferred at fair value. The fair value of the transferred portfolio loans is based on quoted prices that are considered Level 1 inputs.
Net loans and leases (PCI(Non-PCI and Non-PCI)PCI). 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. An additional valuation adjustment is made for liquidity. The inputs used in the fair value measurements for loans and leases are considered levelLevel 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 levelLevel 2 inputs.
Mortgage and other servicing rights. Mortgage and other servicing rights are carried at the lower of amortized cost or market and are, therefore, carried at fair value only when fair value is less than the assetamortized 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 levelLevel 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 of similar remaining maturities. The inputs used in the fair value measurement for deposits are considered levelLevel 2 inputs.
Long-term obligations. For fixed rate trust preferred securities,long-term obligations, the fair values are determined based on recent trades or sales of the actual security if available. For other long-term obligations,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 long-term obligations are considered levelLevel 2 inputs.
Payable to the FDIC for loss shareshared-loss agreements. The fair value of the payable to the FDIC for loss shareshared-loss agreements is determined by the projected cash flows based on expected payments to the FDIC in accordance with the loss shareshared-loss agreements. Cash flows are discounted using current discount rates based on the expiration date of each loss share agreement 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 levelLevel 3 inputs.
Interest rate swap. Under the terms of the existing cash flow hedge, BancShares pays a fixed payment to the counterparty in exchange for receipt of a variable payment that is determined based on the three-month LIBOR rate. The fair value of the cash flow hedge is, therefore, based on projected LIBOR rates for the duration of the hedge, values that, while observable in the market, are subject to adjustment due to pricing considerations for the specific instrument. The inputs used in the fair value measurement of the interest rate swap are considered level 2 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 financial liabilities, the carrying value is a reasonable estimate of the fair value as of December 31, 20152018 and December 31, 2014.2017. 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 relating to them 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 levelLevel 1. Overnight investments, income earned not collected, short-term borrowings and accrued interest payable are considered levelLevel 2. Lastly, the receivable from the FDIC for loss share agreements is designated as level 3.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The table presents the carrying values and estimated fair values for financial instruments as of December 31, 2018 and 2017. |
| | | | | | | | | | | | | | | |
| December 31, 2015 | | December 31, 2014 |
(Dollars in thousands) | Carrying value | | Fair value | | Carrying value | | Fair value |
Cash and due from banks | $ | 534,086 |
| | $ | 534,086 |
| | $ | 604,182 |
| | $ | 604,182 |
|
Overnight investments | 2,063,132 |
| | 2,063,132 |
| | 1,724,919 |
| | 1,724,919 |
|
Investment securities available for sale | 6,861,293 |
| | 6,861,293 |
| | 7,171,917 |
| | 7,171,917 |
|
Investment securities held to maturity | 255 |
| | 265 |
| | 518 |
| | 544 |
|
Loans held for sale | 59,766 |
| | 59,766 |
| | 63,696 |
| | 63,696 |
|
Net loans and leases | 20,033,774 |
| | 19,353,325 |
| | 18,564,999 |
| | 18,046,497 |
|
Receivable from the FDIC for loss share agreements (1) | 4,054 |
| | 4,054 |
| | 28,701 |
| | 18,218 |
|
Income earned not collected | 70,036 |
| | 70,036 |
| | 57,254 |
| | 57,254 |
|
Federal Home Loan Bank stock | 37,511 |
| | 37,511 |
| | 39,113 |
| | 39,113 |
|
Mortgage servicing rights | 19,351 |
| | 19,495 |
| | 16,688 |
| | 16,736 |
|
Deposits | 26,930,755 |
| | 26,164,472 |
| | 25,678,577 |
| | 25,164,683 |
|
Short-term borrowings | 594,733 |
| | 594,733 |
| | 987,184 |
| | 987,184 |
|
Long-term obligations | 704,155 |
| | 718,102 |
| | 351,320 |
| | 367,732 |
|
Payable to the FDIC for loss share agreements | 126,453 |
| | 131,894 |
| | 116,535 |
| | 122,168 |
|
Accrued interest payable | 5,713 |
| | 5,713 |
| | 8,194 |
| | 8,194 |
|
Interest rate swap | 1,429 |
| | 1,429 |
| | 4,337 |
| | 4,337 |
|
(1) At December 31, 2015, the carrying value of the FDIC receivable approximates the fair value due to the short-term nature of the majority of loss share agreements. At December 31, 2014, the fair value of the FDIC receivable is estimated based on discounted future cash flows using current discount rates and excludes receivable related to accretable yield to be amortized in prospective periods. |
| | | | | | | | | | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | Carrying value | | Fair value | | Carrying value | | Fair value |
Cash and due from banks | $ | 327,440 |
| | $ | 327,440 |
| | $ | 336,150 |
| | $ | 336,150 |
|
Overnight investments | 797,406 |
| | 797,406 |
| | 1,387,927 |
| | 1,387,927 |
|
Investment securities available for sale | 4,557,110 |
| | 4,557,110 |
| | 7,180,180 |
| | 7,180,180 |
|
Investment securities held to maturity | 2,184,653 |
| | 2,201,502 |
| | 76 |
| | 81 |
|
Marketable equity securities | 92,599 |
| | 92,599 |
| | — |
| | — |
|
Loans held for sale | 45,505 |
| | 45,505 |
| | 51,179 |
| | 51,179 |
|
Net loans and leases | 25,299,564 |
| | 24,845,060 |
| | 23,374,932 |
| | 22,257,803 |
|
Income earned not collected | 109,903 |
| | 109,903 |
| | 95,249 |
| | 95,249 |
|
Federal Home Loan Bank stock | 25,304 |
| | 25,304 |
| | 52,685 |
| | 52,685 |
|
Mortgage and other servicing rights | 24,066 |
| | 29,532 |
| | 21,945 |
| | 26,170 |
|
Deposits | 30,672,460 |
| | 30,623,214 |
| | 29,266,275 |
| | 29,230,768 |
|
Short-term borrowings | 572,287 |
| | 572,287 |
| | 693,807 |
| | 693,807 |
|
Long-term obligations | 319,867 |
| | 332,678 |
| | 870,240 |
| | 852,112 |
|
Payable to the FDIC for shared-loss agreements | 105,618 |
| | 105,846 |
| | 101,342 |
| | 102,684 |
|
Accrued interest payable | 3,712 |
| | 3,712 |
| | 3,952 |
| | 3,952 |
|
Among BancShares’ assets and liabilities, investment securities available for sale, marketable equity securities and loans held for sale and interest rate swaps accounted for as cash flow hedges are reported at their fair values on a recurring basis. For assets and liabilities carried at fair value on a recurring basis, the following table provides fair value information as of December 31, 20152018 and December 31, 2014.2017.
| | | December 31, 2015 | December 31, 2018 |
| | | Fair value measurements using: | | | Fair value measurements using: |
(Dollars in thousands) | Fair value | | Level 1 | | Level 2 | | Level 3 | Fair value | | Level 1 | | Level 2 | | Level 3 |
Assets measured at fair value | | | | | | | | | | | | | | |
Investment securities available for sale | | | | | | | | | | | | | | |
U.S. Treasury | $ | 1,674,882 |
| | $ | — |
| | $ | 1,674,882 |
| | $ | — |
| $ | 1,247,710 |
| | $ | — |
| | $ | 1,247,710 |
| | $ | — |
|
Government agency | 498,660 |
| | — |
| | 498,660 |
| | — |
| 256,835 |
| | — |
| | 256,835 |
| | — |
|
Mortgage-backed securities | 4,668,198 |
| | — |
| | 4,668,198 |
| | — |
| 2,909,339 |
| | — |
| | 2,909,339 |
| | — |
|
Equity securities | 8,893 |
| | 1,668 |
| | 7,225 |
| | — |
| |
Corporate bonds | | 139,101 |
| | — |
| | — |
| | 139,101 |
|
Other | 10,660 |
| | — |
| | 10,660 |
| | — |
| 4,125 |
| | — |
| | — |
| | 4,125 |
|
Total investment securities available for sale | $ | 6,861,293 |
| | $ | 1,668 |
| | $ | 6,859,625 |
| | $ | — |
| $ | 4,557,110 |
| | $ | — |
| | $ | 4,413,884 |
| | $ | 143,226 |
|
Marketable equity securities | | $ | 92,599 |
| | $ | 17,887 |
| | $ | 74,712 |
| | — |
|
Loans held for sale | $ | 59,766 |
| | $ | — |
| | $ | 59,766 |
| | $ | — |
| $ | 45,505 |
| | $ | — |
| | $ | 45,505 |
| | $ | — |
|
Liabilities measured at fair value | | | | | | | | |
Interest rate swaps accounted for as cash flow hedges | $ | 1,429 |
| | $ | — |
| | $ | 1,429 |
| | $ | — |
| |
| | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| | | Fair value measurements using: | | | Fair value measurements using: |
| Fair value | | Level 1 | | Level 2 | | Level 3 | Fair value | | Level 1 | | Level 2 | | Level 3 |
Assets measured at fair value | | | | | | | | | | | | | | |
Investment securities available for sale | | | | | | | | | | | | | | |
U.S. Treasury | $ | 2,629,670 |
| | $ | — |
| | $ | 2,629,670 |
| | $ | — |
| $ | 1,657,864 |
| | $ | — |
| | $ | 1,657,864 |
| | $ | — |
|
Government agency | 908,817 |
| | — |
| | 908,817 |
| | — |
| 8,670 |
| | — |
| | 8,670 |
| | — |
|
Mortgage-backed securities | 3,633,304 |
| | — |
| | 3,633,304 |
| | — |
| 5,340,756 |
| | — |
| | 5,340,756 |
| | — |
|
Municipal securities | 126 |
| | — |
| | 126 |
| | — |
| |
Marketable equity securities | | 105,208 |
| | 19,341 |
| | 85,867 |
| | — |
|
Corporate bonds | | 59,963 |
| | — |
| | 59,963 |
| | — |
|
Other | | 7,719 |
| | — |
| | 7,719 |
| | — |
|
Total investment securities available for sale | $ | 7,171,917 |
| | $ | — |
| | $ | 7,171,917 |
| | $ | — |
| $ | 7,180,180 |
| | $ | 19,341 |
| | $ | 7,160,839 |
| | $ | — |
|
Loans held for sale | $ | 63,696 |
| | $ | — |
| | $ | 63,696 |
| | $ | — |
| $ | 51,179 |
| | $ | — |
| | $ | 51,179 |
| | $ | — |
|
Liabilities measured at fair value | | | | | | | | |
Interest rate swaps accounted for as cash flow hedges | $ | 4,337 |
| | $ | — |
| | $ | 4,337 |
| | $ | — |
| |
During the year ended December 31, 2018, $59.7 million of corporate bonds and $5.6 million of other investment securities available for sale were transferred from Level 2 to Level 3. The transfers were due to a lack of observable inputs and trade activity for those securities. There were no transfers between levels during the yearsyear ended December 31, 2015 and 2014.2017.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes activity for Level 3 assets:
|
| | | | | | | |
| December 31, 2018 |
(Dollars in thousands) | Corporate bonds | | Other |
Balance at January 1, 2018 | $ | — |
| | $ | — |
|
Transfers in | 59,653 |
| | 5,618 |
|
Amounts included in net income | 169 |
| | 22 |
|
Unrealized net (losses) gains included in other comprehensive income | (1,043 | ) | | 122 |
|
Acquisition | 82,727 |
| | — |
|
Sales / Calls | (2,405 | ) | | (1,637 | ) |
Balance at December 31, 2018 | $ | 139,101 |
| | $ | 4,125 |
|
The following table presents quantitative information about Level 3 fair value measurements for fair value on a recurring basis at December 31, 2018.
|
| | | | | | | | |
(Dollars in thousands) | | | | December 31, 2018 |
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 company | | $ | 139,101 |
|
Other | | 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 company | | 4,125 |
|
Fair Value Option
Beginning in the fourth quarter of 2014, BancShares has elected the fair value option for residential real estate loans held for sale.originated to be sold. This election reduces certain timing differences in the Consolidated Statements of Income and better aligns with the management of the portfolio from a business perspective. The changes in fair value are recorded as a component of mortgage income in the Consolidated Statements of Income and were gains of $50 thousand and $2.9 million for the years ended December 31, 2018 and 2017, respectively, and a loss of $2.4 million for the year ended December 31, 2016.
The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for residential real estate loans heldoriginated for sale measured at fair value as of December 31, 20152018 and 2014.2017. |
| | | | | | | | | | | |
| December 31, 2015 |
(Dollars in thousands) | Fair Value | | Aggregate Unpaid Principal Balance | | Difference |
Loans held for sale | $ | 59,766 |
| | $ | 58,890 |
| | $ | 876 |
|
| | | | | |
| December 31, 2014 |
| Fair Value | | Aggregate Unpaid Principal Balance | | Difference |
Loans held for sale | $ | 63,696 |
| | $ | 62,996 |
| | $ | 700 |
|
|
| | | | | | | | | | | |
| December 31, 2018 |
(Dollars in thousands) | Fair Value | | Unpaid Principal Balance | | Difference |
Originated loans held for sale | $ | 45,505 |
| | $ | 44,073 |
| | $ | 1,432 |
|
| | | | | |
| December 31, 2017 |
| Fair Value | | Unpaid Principal Balance | | Difference |
Originated loans held for sale | $ | 51,179 |
| | $ | 49,796 |
| | $ | 1,383 |
|
No originated loans held for sale were 90 or more days past due or on nonaccrual status as of December 31, 2015 and 2014.
The changes in fair value for residential real estate loans held for sale for which we elected the fair value option are included in the table below for the years ended 2018 or December 31, 2015 and 2014.2017.
|
| | | | | | | |
| Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 |
Gains (losses) from fair value changes on loans held for sale | $ | 176 |
| | $ | 202 |
|
The changes in fair value in the table above are recorded as a component of mortgage income on the Consolidated Statements of Income.
Certain other assets are adjusted to their fair value on a nonrecurring basis, including impaired loans, OREO and goodwill, which isare periodically tested for impairment, and mortgage servicing rights, which are carried at the lower of amortized cost or market. Non-impaired loans held for investment, deposits, short-term borrowings and long-term obligations are not reported at fair value.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Impaired loans are deemedconsidered to be at fair value if an associated allowance adjustment or current period charge-off has been recorded. The value of impaired loans is determined by either collateral valuations or discounted present value of the expected cash flow calculations. Collateral values are determined using appraisals or other third-party value estimates of the subject property with discounts generally between 106 and 1411 percent applied for estimated holding and selling costs and other external factors that may impact the marketability of the property. Impaired loans are assigned to an asset manager and monitored monthly for significant changes since the last valuation. If significant changes are noted, the asset manager orders a new valuation or adjusts the valuation accordingly. Expected cash flows are determined using expected payment information at the individual loan level, discounted using the effective interest rate. The effective interest ratesrate generally rangeranges between 21 and 1614 percent.
OREO that has been acquired or written down in the current year is measured and reportedconsidered to be at fair value, using collateralwhich uses asset valuations. CollateralAsset values are determined using appraisals or other third-party value estimates of the subject property with discounts generally between 106 and 1411 percent applied for estimated holding and selling costs and other external factors that may impact the marketability of the property. 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. The asset manager uses the information gathered from brokers and other market sources to identifyIf there are any significant changes in the market or the subject property, as they occur. Valuationsvaluations are then adjusted or new appraisals are ordered to ensure the reported values reflect the most current information. OREO that has been acquired or written down in the current year is deemed to be at fair value and included in the table below.
Mortgage servicing rights are carried at the lower of cost or market and are, therefore, carried at fair value only when fair value is less than the amortized asset cost. The fair value of mortgage servicing rights is performed using a pooling methodology. Similar loans are pooled together and a discounted cash flow model, which takes into consideration discount rates, prepayment rates, and the weighted average cost to service the loans, are used to determine the fair value. See Note R for further information on the discount rates, prepayment rates and the weighted average cost to service the loans.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For financial assets and liabilities carried at fair value on a nonrecurring basis, the following table provides fair value information as of December 31, 20152018 and December 31, 2014.2017.
|
| | | | | | | | | | | |
| December 31, 2015 |
| | | Fair value measurements using: |
(Dollars in thousands) | Fair value | | Level 1 | | Level 2 | | Level 3 |
Impaired loans | 64,197 |
| | — |
| | — |
| | 64,197 |
|
Other real estate not covered under loss share agreements remeasured during current year | 44,571 |
| | — |
| | — |
| | 44,571 |
|
Other real estate covered under loss share agreements remeasured during current year | 4,403 |
| | — |
| | — |
| | 4,403 |
|
Mortgage servicing rights | 17,997 |
| | — |
| | — |
| | 17,997 |
|
| | | | | | | |
| December 31, 2014 |
| | | Fair value measurements using: |
| Fair value | | Level 1 | | Level 2 | | Level 3 |
Impaired loans | 73,170 |
| | — |
| | — |
| | 73,170 |
|
Other real estate not covered under loss share agreements remeasured during current year | 40,714 |
| | — |
| | — |
| | 40,714 |
|
Other real estate covered under loss share agreements remeasured during current year | 17,664 |
| | — |
| | — |
| | 17,664 |
|
Mortgage servicing rights | 13,562 |
| | — |
| | — |
| | 13,562 |
|
|
| | | | | | | | | | | | | | | |
| December 31, 2018 |
| | | Fair value measurements using: |
(Dollars in thousands) | Fair value | | Level 1 | | Level 2 | | Level 3 |
Impaired loans | $ | 105,994 |
| | $ | — |
| | $ | — |
| | $ | 105,994 |
|
Other real estate remeasured during current year | 35,344 |
| | — |
| | — |
| | 35,344 |
|
| | | | | | | |
| December 31, 2017 |
| | | Fair value measurements using: |
| Fair value | | Level 1 | | Level 2 | | Level 3 |
Impaired loans | $ | 72,539 |
| | $ | — |
| | $ | — |
| | $ | 72,539 |
|
Other real estate remeasured during current year | 40,167 |
| | — |
| | — |
| | 40,167 |
|
No financial liabilities were carried at fair value on a nonrecurring basis as of December 31, 20152018 and December 31, 2014.2017.
NOTE N
EMPLOYEE BENEFIT PLANS
BancSharesFCB sponsors benefit plans for its qualifying employees and legacyformer First Citizens Bancorporation, Inc. employees (legacy Bancorporation) including noncontributory defined benefit pension plans, a 401(k) savings plan and an enhanced 401(k) savings plan. These plans are qualified under the Internal Revenue Code. BancSharesFCB also maintains agreements with certain executives that provide supplemental benefits that are paid upon death or separation from service at an agreed-upon age.
Defined Benefit Pension Plans
Employees who were hired prior to April 1, 2007 and qualified under length of service and other requirements are covered by a noncontributory defined benefit pension plan (BancShares Plan). The BancShares planPlan was closed to new participants as of April 1, 2007. Retirement benefits are based on years of service and average earnings.highest annual compensation for five consecutive years during the last ten years of employment. Covered employees were fully vested in the BancShares Plan after five years of service. BancSharesFCB makes contributions to the pension plan in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. A $30.0Discretionary contributions of $50.0 million discretionary contribution waswere made to the BancShares Plan during 2015. Noboth 2018 and 2017. Management evaluates the need for its pension plan contributions were made during 2014on a periodic basis based upon numerous factors including, but not limited to, the funded status of and returns on the BancShares does not anticipate making any contributions during 2016.Plan, discount rates and the current economic environment.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Certain legacy Bancorporation employees who qualified under length of service and other requirements are covered by a noncontributory defined benefit pension plan (Bancorporation Plan). The Bancorporation planPlan was closed to new participants as of September 1, 2007. Retirement benefits are based on years of service and highest average annual compensation for five consecutive years during the last ten years of employment. Covered employees were fully vested in the Bancorporation Plan after five years of service. BancSharesFCB makes contributions to the Bancorporation Plan in amounts between the minimum required for funding and the maximum amount deductible for federal income tax purposes. No contributions were made to the Bancorporation Plan for 20152018 and 20142017. 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 and none are anticipated for 2016.returns on the Bancorporation Plan, discount rates and the current economic environment.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Obligations and Funded Status
BancShares Plan
The following table provides the changes in benefit obligation and plan assets and the funded status of the plan at December 31, 20152018 and 2014.2017.
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Change in benefit obligation | | | | | | |
Projected benefit obligation at January 1 | $ | 627,645 |
| | $ | 530,678 |
| $ | 749,948 |
| | $ | 673,227 |
|
Service cost | 14,083 |
| | 12,332 |
| 13,582 |
| | 12,638 |
|
Interest cost | 26,975 |
| | 25,615 |
| 28,376 |
| | 28,940 |
|
Actuarial (gain) loss | (39,002 | ) | | 76,122 |
| (77,484 | ) | | 57,041 |
|
Benefits paid | (18,199 | ) | | (17,102 | ) | (23,507 | ) | | (21,898 | ) |
Projected benefit obligation at December 31 | 611,502 |
| | 627,645 |
| 690,915 |
| | 749,948 |
|
Change in plan assets | | | | | | |
Fair value of plan assets at January 1 | 544,956 |
| | 524,017 |
| 712,999 |
| | 600,616 |
|
Actual return on plan assets | (6,732 | ) | | 38,041 |
| (48,025 | ) | | 84,281 |
|
Employer contributions | 30,000 |
| | — |
| 50,000 |
| | 50,000 |
|
Benefits paid | (18,199 | ) | | (17,102 | ) | (23,507 | ) | | (21,898 | ) |
Fair value of plan assets at December 31 | 550,025 |
| | 544,956 |
| 691,467 |
| | 712,999 |
|
Funded status at December 31 | $ | (61,477 | ) | | $ | (82,689 | ) | $ | 552 |
| | $ | (36,949 | ) |
The amounts recognized in the consolidated balance sheets at December 31, 20152018 and 20142017 consist of:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Other assets | $ | — |
| | $ | — |
| $ | 552 |
| | $ | — |
|
Other liabilities | (61,477 | ) | | (82,689 | ) | — |
| | (36,949 | ) |
Net asset (liability) recognized | $ | (61,477 | ) | | $ | (82,689 | ) | $ | 552 |
| | $ | (36,949 | ) |
The following table details the amounts recognized in accumulated other comprehensive income at December 31, 20152018 and 2014.2017.
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Net loss | $ | 70,358 |
| | $ | 80,806 |
| $ | 130,564 |
| | $ | 125,745 |
|
Less prior service cost | 556 |
| | 767 |
| |
Prior service cost | | 57 |
| | 137 |
|
Accumulated other comprehensive loss, excluding income taxes | $ | 70,914 |
| | $ | 81,573 |
| $ | 130,621 |
| | $ | 125,882 |
|
The following table provides expected amortization amounts for 2016.2019.
| | (Dollars in thousands) | | |
Actuarial loss | $ | 6,398 |
| $ | 8,455 |
|
Prior service cost | 210 |
| 57 |
|
Total | $ | 6,608 |
| $ | 8,512 |
|
The accumulated benefit obligation for the plan at December 31, 20152018 and 20142017, was $533.1$626.7 million and $537.0$659.0 million, respectively. The BancShares Plan uses a measurement date of December 31.
The projected benefit obligation exceeded the fair value of plan assets as of December 31, 2015 and 2014. The fair value of plan assets exceeded the accumulated benefit obligation as of December 31, 2015 and 2014.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of plan assets exceeded the projected benefit obligation as of December 31, 2018 and the projected benefit obligation exceeded the fair value of plan assets as of December 31, 2017. The fair value of plan assets exceeded the accumulated benefit obligation as of December 31, 2018 and 2017.
The following table shows the components of periodic benefit cost related to the pension plan and changes in plan assets and benefit obligations recognized in other comprehensive incomeOCI for the years ended December 31, 2015, 20142018, 2017 and 2013.2016.
| | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Service cost | $ | 14,083 |
| | $ | 12,332 |
| | $ | 16,332 |
| $ | 13,582 |
| | $ | 12,638 |
| | $ | 12,618 |
|
Interest cost | 26,975 |
| | 25,615 |
| | 23,686 |
| 28,376 |
| | 28,940 |
| | 28,892 |
|
Expected return on assets | (33,198 | ) | | (31,269 | ) | | (27,733 | ) | (47,867 | ) | | (42,074 | ) | | (36,643 | ) |
Amortization of prior service cost | 210 |
| | 210 |
| | 210 |
| 79 |
| | 210 |
| | 210 |
|
Amortization of net actuarial loss | 11,376 |
| | 5,148 |
| | 16,985 |
| 13,589 |
| | 8,855 |
| | 6,859 |
|
Total net periodic benefit cost | 19,446 |
| | 12,036 |
| | 29,480 |
| 7,759 |
| | 8,569 |
| | 11,936 |
|
Current year actuarial loss (gain) | 927 |
| | 69,349 |
| | (123,557 | ) | |
Current year actuarial loss | | 18,407 |
| | 14,834 |
| | 56,268 |
|
Amortization of actuarial loss | (11,376 | ) | | (5,148 | ) | | (16,985 | ) | (13,589 | ) | | (8,855 | ) | | (6,859 | ) |
Amortization of prior service cost | (210 | ) | | (210 | ) | | (210 | ) | (79 | ) | | (210 | ) | | (210 | ) |
Total recognized in other comprehensive income | (10,659 | ) | | 63,991 |
| | (140,752 | ) | 4,739 |
| | 5,769 |
| | 49,199 |
|
Total recognized in net periodic benefit cost and other comprehensive income | $ | 8,787 |
| | $ | 76,027 |
| | $ | (111,272 | ) | $ | 12,498 |
| | $ | 14,338 |
| | $ | 61,135 |
|
The assumptions used to determine the benefit obligations at December 31, 20152018 and 20142017 are as follows: | | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Discount rate | 4.68 | % | | 4.27 | % | 4.38 | % | | 3.76 | % |
Rate of compensation increase | 4.00 |
| | 4.00 |
| 5.60 |
| | 4.00 |
|
The assumptions used to determine the net periodic benefit cost for the years ended December 31, 2015, 20142018, 2017 and 2013,2016, are as follows:
| | (Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Discount rate | 4.27 | % | | 4.90 | % | | 4.00 | % | 3.76 | % | | 4.30 | % | | 4.68 | % |
Rate of compensation increase | 4.00 |
| | 4.00 |
| | 4.00 |
| 4.00 |
| | 4.00 |
| | 4.00 |
|
Expected long-term return on plan assets | 7.50 |
| | 7.50 |
| | 7.25 |
| 7.50 |
| | 7.50 |
| | 7.50 |
|
The estimated discount rate, which represents the interest rate that could be obtained for a suitable investment used to fund the benefit obligations, is based on a yield curve developed from high-quality corporate bonds across a full maturity spectrum. The projected cash flows of the pension plan are discounted based on this yield curve and a single discount rate is calculated to achieve the same present value.
The weighted average expected long-term rate of return on BancShares Plan assets represents the average rate of return expected to be earned on BancShares Plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, historical and current returns, as well as investment allocation strategies, on BancShares Plan assets are considered.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Bancorporation Plan
The following table provides the changes in benefit obligation and plan assets and the funded status of the plan at December 31, 20152018 and 2014.
|
| | | | | | | |
(Dollars in thousands) | 2015 | | 2014 |
Change in benefit obligation | | | |
Projected benefit obligation at January 1 | $ | 151,332 |
| | $ | — |
|
Projected benefit obligation at October 1 acquisition date | — |
| | 137,452 |
|
Service cost | 3,341 |
| | 832 |
|
Interest cost | 6,393 |
| | 1,488 |
|
Actuarial (gain) loss | (10,937 | ) | | 12,802 |
|
Benefits paid | (4,812 | ) | | (1,242 | ) |
Curtailments | (2,076 | ) | | — |
|
Projected benefit obligation at December 31 | 143,241 |
| | 151,332 |
|
Change in plan assets | | | |
Fair value of plan assets at January 1 | 155,618 |
| | — |
|
Fair value of plan assets at October 1 acquisition date | — |
| | 150,374 |
|
Actual return on plan assets | 87 |
| | 6,486 |
|
Benefits paid | (4,812 | ) | | (1,242 | ) |
Fair value of plan assets at December 31 | 150,893 |
| | 155,618 |
|
Funded status at December 31 | $ | 7,652 |
| | $ | 4,286 |
|
During 2015, there were plan curtailments of $2.1 million related to a decrease in the number of employees covered by the Bancorporation plan. |
| | | | | | | |
(Dollars in thousands) | 2018 | | 2017 |
Change in benefit obligation | | | |
Projected benefit obligation at January 1 | $ | 169,480 |
| | $ | 156,831 |
|
Service cost | 2,572 |
| | 2,548 |
|
Interest cost | 6,357 |
| | 6,653 |
|
Actuarial (gain) loss | (10,268 | ) | | 9,168 |
|
Benefits paid | (6,081 | ) | | (5,720 | ) |
Projected benefit obligation at December 31 | 162,060 |
| | 169,480 |
|
Change in plan assets | | | |
Fair value of plan assets at January 1 | 168,591 |
| | 152,084 |
|
Actual return on plan assets | (11,443 | ) | | 22,227 |
|
Benefits paid | (6,081 | ) | | (5,720 | ) |
Fair value of plan assets at December 31 | 151,067 |
| | 168,591 |
|
Funded status at December 31 | $ | (10,993 | ) | | $ | (889 | ) |
The amounts recognized in the consolidated balance sheetsConsolidated Balance Sheets at December 31, 20152018 and 20142017 consist of:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Other assets | $ | — |
| | $ | — |
| $ | — |
| | $ | — |
|
Other liabilities | 7,652 |
| | 4,286 |
| (10,993 | ) | | (889 | ) |
Net asset (liability) recognized | $ | 7,652 |
| | $ | 4,286 |
| |
Net liability recognized | | $ | (10,993 | ) | | $ | (889 | ) |
The following table details the amounts recognized in accumulated other comprehensive incomeloss at December 31, 20152018 and 2014.2017.
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Net loss | $ | 7,505 |
| | $ | 9,123 |
| $ | 32,409 |
| | $ | 19,117 |
|
Less prior service cost | — |
| | — |
| |
Prior service cost | | — |
| | — |
|
Accumulated other comprehensive loss, excluding income taxes | $ | 7,505 |
| | $ | 9,123 |
| $ | 32,409 |
| | $ | 19,117 |
|
There are noThe following table provides expected amortization amounts for 2016. 2019.
|
| | | |
(Dollars in thousands) | |
Actuarial loss | $ | 2,505 |
|
Prior service cost | — |
|
Total | $ | 2,505 |
|
The accumulated benefit obligation for the plan at December 31, 20152018 and 20142017, was $131.9$152.3 million and $136.4$157.6 million, respectively. The Bancorporation Plan uses a measurement date of December 31.
The projected benefit obligation exceeded the fair value of plan assets as of December 31, 2018 and 2017. The accumulated benefit obligation exceeded the fair value of plan assets as of December 31, 2018 and the fair value of plan assets exceeded the projected benefit obligation and accumulated benefit obligation as of December 31, 2015 and 2014.2017.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table shows the components of periodic benefit cost related to the pension plan and changes in plan assets and benefit obligations recognized in other comprehensive incomeOCI for the years ended December 31, 20152018, 2017 and 2014. For 2014, the table only includes amounts after the October 1 acquisition of Bancorporation.2016.
| | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 | | 2016 |
Service cost | $ | 3,341 |
| | $ | 832 |
| $ | 2,572 |
| | $ | 2,548 |
| | $ | 2,567 |
|
Interest cost | 6,393 |
| | 1,488 |
| 6,357 |
| | 6,653 |
| | 6,775 |
|
Expected return on assets | (11,482 | ) | | (2,807 | ) | (12,429 | ) | | (11,170 | ) | | (11,101 | ) |
Total net periodic benefit cost | (1,748 | ) | | (487 | ) | |
Current year actuarial loss | 458 |
| | 9,123 |
| |
Curtailments | (2,076 | ) | | — |
| |
Amortization of net actuarial loss | | 313 |
| | 655 |
| | — |
|
Total net periodic benefit income | | (3,187 | ) | | (1,314 | ) | | (1,759 | ) |
Current year actuarial gain (loss) | | 13,605 |
| | (1,889 | ) | | 14,157 |
|
Amortization of actuarial loss | | (313 | ) | | (655 | ) | | — |
|
Total recognized in other comprehensive income | (1,618 | ) | | 9,123 |
| 13,292 |
| | (2,544 | ) | | 14,157 |
|
Total recognized in net periodic benefit cost and other comprehensive income | $ | (3,366 | ) | | $ | 8,636 |
| $ | 10,105 |
| | $ | (3,858 | ) | | $ | 12,398 |
|
The assumptions used to determine the benefit obligations at December 31, 20152018 and 20142017 are as follows: | | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Discount rate | 4.68 | % | | 4.27 | % | 4.38 | % | | 3.76 | % |
Rate of compensation increase | 4.00 |
| | 4.00 |
| 5.60 |
| | 4.00 |
|
The assumptions used to determine the net periodic benefit cost for the years ended December 31, 20152018, 2017 and 20142016 are as follows:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 | | 2016 |
Discount rate | 4.27 | % | | 4.35 | % | 3.76 | % | | 4.30 | % | | 4.68 | % |
Rate of compensation increase | 4.00 |
| | 4.00 |
| 4.00 |
| | 4.00 |
| | 4.00 |
|
Expected long-term return on plan assets | 7.50 |
| | 7.50 |
| 7.50 |
| | 7.50 |
| | 7.50 |
|
The estimated discount rate, which represents the interest rate that could be obtained for a suitable investment used to fund the benefit obligations, is based on a yield curve developed from high-quality corporate bonds across a full maturity spectrum. The projected cash flows of the pension plan are discounted based on this yield curve and a single discount rate is calculated to achieve the same present value.
The weighted average expected long-term rate of return on Bancorporation Plan assets represents the average rate of return expected to be earned on Bancorporation Plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, historical and current returns, as well as investment allocation strategies, on Bancorporation Plan assets are considered.
Plan Assets
For the BancShares Plan
Our and Bancorporation Plan, our primary total return objective is to achieve returns that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies the fiduciary requirements of the Employee Retirement Income Security Act. The plan assets have a long-term time horizon that runs concurrent with the average life expectancy of the participants. As such, the BancShares PlanPlans can assume a time horizon that extends well beyond a full market cycle and can assume a reasonable level of risk. It is expected, however, that both professional investment management and sufficient portfolio diversification will smooth volatility and help to generate a reasonable consistency of return. The investments are broadly diversified across global, economic and market risk factors in an attempt to reduce volatility and target multiple return sources. Within approved guidelines and restrictions, the investment manager has discretion over the timing and selection of individual investments. Plan assets are currently held by The FCB Trust Department.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
BancShares Plan
The fair values of pension plan assets at December 31, 20152018 and 2014,2017, by asset class are as follows:
| | | December 31, 2015 | December 31, 2018 |
(Dollars in thousands) | Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Target Allocation | | Actual % of Plan Assets | Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Target Allocation | | Actual % of Plan Assets |
Cash and equivalents | $ | 26,613 |
| | $ | 26,613 |
| | $ | — |
| | $ | — |
| | 0 - 1% | | 5 | % | $ | 16,236 |
| | $ | 16,236 |
| | — |
| | — |
| | 0 - 5% | | 2 | % |
Equity securities | | | | | | | | | 55 - 65% | | 63 | % | | | | | | | | | 30 - 70% | | 64 | % |
Common and preferred stock | 267,037 |
| | 267,037 |
| | — |
| | — |
| | | 117,300 |
| | 117,300 |
| | — |
| | — |
| | |
Mutual funds | 78,645 |
| | 78,645 |
| | — |
| | — |
| | | 321,023 |
| | 319,254 |
| | 1,769 |
| | — |
| | |
Fixed income |
| |
| |
| |
| | 25 - 40% | | 26 | % | | | | | | | | | 15 - 45% | | 30 | % |
U.S. government and government agency securities | 58,526 |
| | 48,957 |
| | 9,569 |
| | — |
| | | 65,545 |
| | — |
| | 65,545 |
| | — |
| | |
Corporate bonds | 70,809 |
| | — |
| | 70,809 |
| | — |
| | | 119,469 |
| | — |
| | 119,469 |
| | — |
| | |
Mutual funds | 17,351 |
| | 17,351 |
| | — |
| | — |
| | | 23,813 |
| | 23,813 |
| | — |
| | — |
| | |
Alternative investments | | | | | | | | | 0 - 10% | | 6 | % | | | | | | | | | 0 - 30% | | 4 | % |
Mutual funds | 31,044 |
| | 31,044 |
| | — |
| | — |
| | | 28,081 |
| | 28,081 |
| | — |
| | — |
| | |
Total pension assets | $ | 550,025 |
| | $ | 469,647 |
| | $ | 80,378 |
| | $ | — |
| | 100 | % | $ | 691,467 |
| | $ | 504,684 |
| | $ | 186,783 |
| | $ | — |
| | 100 | % |
| | | | | | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Target Allocation | | Actual % of Plan Assets | Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Target Allocation | | Actual % of Plan Assets |
Cash and equivalents | $ | 3,854 |
| | $ | 3,854 |
| | — |
| | — |
| | 0 - 1% | | 1 | % | $ | 67,084 |
| | $ | 67,084 |
| | $ | — |
| | $ | — |
| | 0 - 5% | | 9 | % |
Equity securities | | | | | | | | | 55 - 65% | | 62 | % | | | | | | | | | 30 - 70% | | 65 | % |
Common and preferred stock | 284,656 |
| | 284,656 |
| | — |
| | — |
| | | 76,920 |
| | 76,920 |
| | — |
| | — |
| | |
Mutual funds | 52,379 |
| | 52,379 |
| | — |
| | — |
| | | 381,747 |
| | 360,175 |
| | 21,572 |
| | — |
| | |
Fixed income |
|
| |
|
| |
| |
| | 25 - 40% | | 28 | % | | | | | | | | | 15 - 45% | | 23 | % |
U.S. government and government agency securities | | 60,663 |
| | — |
| | 60,663 |
| | — |
| | |
Corporate bonds | | 83,571 |
| | — |
| | 83,571 |
| | — |
| | |
Mutual funds | 153,928 |
| | — |
| | 153,928 |
| | — |
| | | 20,497 |
| | 20,497 |
| | — |
| | — |
| | |
Alternative investments |
|
| |
|
| |
| |
| | 0 - 10% | | 9 | % |
|
| |
|
| |
| |
| | 0 - 30% | | 3 | % |
Mutual funds | 50,139 |
| | 50,139 |
| | — |
| | — |
| | | 22,517 |
| | 22,517 |
| | — |
| | — |
| | |
Total pension assets | $ | 544,956 |
| | $ | 391,028 |
| | $ | 153,928 |
| | $ | — |
| | 100 | % | $ | 712,999 |
| | $ | 547,193 |
| | $ | 165,806 |
| | $ | — |
| | 100 | % |
Cash and equivalents comprise approximately 59 percent of BancShares actual plan assets at December 31, 2015,2017, exceeding the target allocation range due to the $30.0$50.0 million contribution to the plan in December 2015.2017.
Bancorporation Plan
Our primary total return objective is to achieve returns that, over the long term, will fund retirement liabilities and provide for the desired plan benefits in a manner that satisfies the fiduciary requirements of the Employee Retirement Income Security Act. The plan assets have a long-term time horizon that runs concurrent with the average life expectancy of the participants. As such, the Bancorporation Plan can assume a time horizon that extends well beyond a full market cycle and can assume a reasonable level of risk. It is expected, however, that both professional investment management and sufficient portfolio diversification will smooth volatility and help to generate a reasonable consistency of return. The investments are broadly diversified across global, economic and market risk factors in an attempt to reduce volatility and target multiple return sources. Within approved guidelines and restrictions, the investment manager has discretion over the timing and selection of individual investments. Plan assets are currently held by FCB Trust Department.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Bancorporation Plan
| | | December 31, 2015 | December 31, 2018 |
(Dollars in thousands) | Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Actual % of Plan Assets | Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Target Allocation | | Actual % of Plan Assets |
Cash and equivalents | $ | 13,437 |
| | $ | 13,437 |
| | — |
| | — |
| | 9 | % | $ | 2,793 |
| | $ | 2,793 |
| | $ | — |
| | $ | — |
| | 0 - 5% | | 2 | % |
Equity securities | | | | | | | | | 63 | % | | | | | | | | | 30 - 70% | | 66 | % |
Common and preferred stock | 80,676 |
| | 80,676 |
| | — |
| | — |
| | | 26,639 |
| | 26,639 |
| | — |
| | — |
| | |
Mutual funds | 15,005 |
| | 15,005 |
| | — |
| | — |
| | | 74,305 |
| | 73,850 |
| | 455 |
| | — |
| | |
Fixed income | | | | | | | | | 22 | % | | | | | | | | | 15 - 45% | | 27 | % |
U.S. government and government agency securities | 20,476 |
| | 3,986 |
| | 16,490 |
| | — |
| | | 13,749 |
| | — |
| | 13,749 |
| | — |
| | |
Corporate bonds | 8,011 |
| | — |
| | 8,011 |
| | — |
| | | 20,889 |
| | — |
| | 20,889 |
| | — |
| | |
Mutual funds | 4,198 |
| | 4,198 |
| | — |
| | — |
| | | 5,748 |
| | 5,748 |
| | — |
| | — |
| | |
Alternative investments | | | | | | | | | 6 | % | | | | | | | | | 0 - 30% | | 5 | % |
Mutual funds | 9,090 |
| | 9,090 |
| | — |
| | — |
| | | 6,944 |
| | 6,944 |
| | — |
| | — |
| | |
Total pension assets | $ | 150,893 |
| | $ | 126,392 |
| | $ | 24,501 |
| | — |
| | | $ | 151,067 |
| | $ | 115,974 |
| | $ | 35,093 |
| | — |
| | 100 | % |
| | | | | | | | | | | | | | | | | | |
| December 31, 2014 | December 31, 2017 |
| Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Actual % of Plan Assets | Market Value | | Quoted prices in Active Markets for Identical Assets (Level 1) | | Significant Observable Inputs (Level 2) | | Significant Nonobservable Inputs (Level 3) | | Target Allocation | | Actual % of Plan Assets |
Cash and equivalents | $ | 13,077 |
| | $ | 13,077 |
| | — |
| | — |
| | 8 | % | $ | 3,941 |
| | $ | 3,941 |
| | $ | — |
| | $ | — |
| | 0 - 5% | | 2 | % |
Equity securities | | | | | | | | | 69 | % | | | | | | | | | 30 - 70% | | 70 | % |
Common and preferred stock | 101,540 |
| | 101,540 |
| | — |
| | — |
| | | 26,892 |
| | 26,892 |
| | — |
| | — |
| | |
Mutual funds | 5,793 |
| | 5,793 |
| | — |
| | — |
| | | 90,466 |
| | 84,954 |
| | 5,512 |
| | — |
| | |
Fixed income | | | | | | | | | 23 | % | | | | | | | | | 15 - 45% | | 25 | % |
U.S. government and government agency securities | 23,528 |
| | 23,528 |
| | — |
| | — |
| | | 15,798 |
| | — |
| | 15,798 |
| | — |
| | |
Corporate bonds | 11,680 |
| | — |
| | 11,680 |
| | — |
| | | 20,572 |
| | — |
| | 20,572 |
| | — |
| | |
Mutual funds | | 5,163 |
| | 5,163 |
| | — |
| | — |
| | |
Alternative investments | | | | | | | | | | 0 - 30% | | 3 | % |
Mutual funds | | 5,759 |
| | 5,759 |
| | — |
| | — |
| | |
Total pension assets | $ | 155,618 |
| | $ | 143,938 |
| | $ | 11,680 |
| | — |
| | | $ | 168,591 |
| | $ | 126,709 |
| | $ | 41,882 |
| | — |
| | 100 | % |
The investment policy for the Bancorporation Plan establishes an asset allocation whereby fixed income securities including cash and cash equivalents should comprise no less than 35 percent of Bancorporation Plan assets and whereby equity securities should not exceed 60 percent of Bancorporation Plan assets. Because the investment policy grants a 10 percent market value variance within the Bancorporation Plan when assessing overall asset allocation percentage, equity securities can comprise up to 70 percent of Bancorporation Plan assets before action is required. Alternative investments may also comprise up to 5 percent of the Bancorporation Plan assets.
Cash Flows
FollowingThe following are estimated payments to pension plan participants in the indicated periods for each plan:
|
| | | | | | | |
(Dollars in thousands) | BancShares Plan | | Bancorporation Plan |
2016 | $ | 21,607 |
| | $ | 5,463 |
|
2017 | 23,268 |
| | 5,969 |
|
2018 | 24,895 |
| | 6,420 |
|
2019 | 26,450 |
| | 6,791 |
|
2020 | 28,207 |
| | 7,209 |
|
2021-2025 | 166,567 |
| | 43,671 |
|
|
| | | | | | | |
(Dollars in thousands) | BancShares Plan | | Bancorporation Plan |
2019 | $ | 27,050 |
| | $ | 7,044 |
|
2020 | 29,137 |
| | 7,473 |
|
2021 | 31,260 |
| | 7,863 |
|
2022 | 33,168 |
| | 8,284 |
|
2023 | 35,031 |
| | 8,685 |
|
2024-2028 | 201,126 |
| | 48,868 |
|
401(k) Savings Plans
Effective January 1, 2015, BancShares merged the legacy Bancorporation 401(k) savings plan and enhanced 401(k) savings plan into the existing BancShares 401(k) savings plan and enhanced 401(k) savings plan. Participation in and terms of the BancShares 401(k) plan and enhanced 401(k) plan did not change as a result of the mergers.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
BancShares401(k) Savings Plans
Effective January 1, 2015, FCB merged the legacy Bancorporation 401(k) savings plan and Bancorporation enhanced 401(k) savings plan into the existing BancShares 401(k) savings plan and BancShares enhanced 401(k) savings plan. Participation in and terms of the FCB 401(k) plan and enhanced 401(k) plan did not change as a result of the mergers.
Certain employees enrolled in the defined benefit plan are also eligible to participate in a 401(k) savings plan through deferral of portions of their salary. For employees who participate in the 401(k) savings plan who also continue to accrue additional years of service under the defined benefit plan, based on the employee’sFCB makes a matching contribution BancShares matches upequal to 75100 percent of the employee contributionfirst 3 percent and 50 percent of the next 3 percent of the participant's deferral up to 6and including a maximum contribution of 4.5 percent of compensation which is vested immediately.the participant's eligible compensation. The matching contribution immediately vests.
At the end of 2007, current employees were given the option to continue to accrue additional years of service under the defined benefit plan or to elect to join an enhanced 401(k) savings plan. Under the enhanced 401(k) savings plan, based on the employee’s contribution, BancSharesFCB matches up to 100 percent of the employees' contributionsparticipant's deferrals not to exceed 6 percent of compensation which is vested immediately.the participant's eligible compensation. The matching contribution immediately vests. In addition to the employer match of the employee contributions, the enhanced 401(k) savings plan provides a guaranteed contribution equal to 3 percent of the compensation of a participant who remains employed at the end of the calendar year. Employees who elected to enroll in the enhanced 401(k) savings plan discontinued the accrual of additional years of service under the defined benefit plan and became enrolled in the enhanced 401(k) savings plan effective January 1, 2008. Eligible employees hired after January 1, 2008, are eligible to participate in the enhanced 401(k) savings plan.
BancSharesFCB made participating contributions to the BancShares 401(k) plans of $22.6$28.6 million, $16.4$25.3 million and $14.9$23.5 million during 2015, 20142018, 2017 and 2013,2016, respectively.
Legacy Bancorporation Plans
Legacy Bancorporation had a 401(k) savings plan covering employees who elected to participate prior to September 1, 2007. As of October 1, 2014, BancShares assumed the plan requirement of matching 100 percent of the employees’ contribution of up to 3 percent of compensation and 50 percent of the employees’ contribution over 3 percent but not to exceed 6 percent of compensation. The matching funds contributed by the bank are 100 percent vested immediately. This plan was merged into the existing BancShares 401(k) savings plan as of January 1, 2015 and ceased to exist.
Legacy Bancorporation also had an enhanced 401(k) savings plan covering employees hired or rehired on or after September 1, 2007 and which provided for benefits beginning January 1, 2008. As of October 1, 2014 acquisition date, BancShares assumed the plan requirement of matching up to 100 percent of the employees’ contributions not to 6 percent of compensation. Historically, Bancorporation has contributed a profit sharing contribution equal to 3 percent of a participant’s compensation regardless of whether the participant is making contributions. The matching funds and profit sharing contributions contributed by the bank are 100 percent vested immediately. This plan was merged into the existing BancShares enhanced 401(k) savings plan as of January 1, 2015 and ceased to exist.
BancShares made participating contributions to the legacy Bancorporation plans of $1.1 million for 2014.
Additional Benefits for Executives, and Directors and Officers of Acquired Entities
FCB has entered into contractual agreements with certain executives that provide payments for a period of no more than fifteenten years following separation from service atthat occurs no earlier than an agreed-upon age. These agreements also provide a death benefit in the event a participant dies beforeprior to separation from service or during the term of the agreement ends.payment period following separation from service. FCB has also assumed liability for contractual obligations to directors and officers of previously-acquiredpreviously acquired entities.
The following table provides the accrued liability as of December 31, 20152018 and 2014,2017, and the changes in the accrued liability during the years then ended:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Present value of accrued liability as of January 1 | $ | 43,211 |
| | $ | 23,960 |
| $ | 37,299 |
| | $ | 38,597 |
|
Benefits acquired in the 1st Financial merger | — |
| | 1,455 |
| |
Benefits acquired in the Bancorporation merger | — |
| | 17,333 |
| |
Liability assumed in the Capital Commerce merger | | 808 |
| | — |
|
Benefit expense and interest cost | 1,386 |
| | 2,682 |
| 535 |
| | 3,262 |
|
Benefits paid | (4,485 | ) | | (2,219 | ) | (4,579 | ) | | (4,560 | ) |
Benefits forfeited | (234 | ) | | — |
| |
Present value of accrued liability as of December 31 | $ | 39,878 |
| | $ | 43,211 |
| $ | 34,063 |
| | $ | 37,299 |
|
Discount rate at December 31 | 4.68 | % | | 4.27 | % | 4.38 | % | | 3.76 | % |
Other Compensation Plans
FCB offers various short-term and long-term incentive plans for certain employees. Compensation awarded under these plans may be based on defined formulas or other performance criteria, or it may be at the discretion of management. The incentive compensation programs were designed to motivate employees through a balanced approach of risk and reward for their contributions toward FCB's success. As of December 31, 2018 and 2017, the accrued liability for incentive compensation was $46.4 million and $33.4 million, respectively.
116
NOTE O
OTHER NONINTEREST INCOME AND OTHER NONINTEREST EXPENSE
Other noninterest income for the years ended December 31, 2015, 20142018, 2017 and 20132016 was $36.4$26.0 million, $29.3$35.4 million and $49.7$34.2 million, respectively. The most significant item in other noninterest income was recoveries on PCI loans that have been previously charged-off. BancShares records the portion of recoveries not covered under loss shareshared-loss agreements as noninterest income rather than as an adjustment to the allowance for loan losses since charge-offslosses. These recoveries were $16.6 million, $21.1 million and $20.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. Charge-offs on PCI loans are recorded against the discount recognized on the date of acquisition versus through the allowance for loan losses. These recoveries were $21.2 million, $16.2 millionlosses unless an allowance was established subsequent to the acquisition date due to declining expected cash flow. Other noninterest income also includes FHLB dividends and $29.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.other various income items.
Other noninterest expense for the years ended December 31, 2015, 20142018, 2017 and 20132016 included the following:
| | (Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Cardholder processing | $ | 21,735 |
| | $ | 15,133 |
| | $ | 13,780 |
| |
Merchant processing | 58,231 |
| | 42,661 |
| | 35,279 |
| |
Collection | 9,649 |
| | 11,595 |
| | 21,209 |
| |
Processing fees paid to third parties | 18,779 |
| | 17,089 |
| | 15,095 |
| |
Cardholder reward programs | 11,069 |
| | 8,252 |
| | 6,266 |
| |
Telecommunications | 14,406 |
| | 10,834 |
| | 10,033 |
| $ | 10,471 |
| | $ | 12,172 |
| | $ | 14,496 |
|
Consultant | 8,925 |
| | 10,168 |
| | 9,740 |
| 14,345 |
| | 14,963 |
| | 10,931 |
|
Core deposit intangible amortization | 18,892 |
| | 6,955 |
| | 2,308 |
| 17,165 |
| | 17,194 |
| | 16,851 |
|
Advertising | 12,431 |
| | 11,461 |
| | 8,286 |
| 11,650 |
| | 11,227 |
| | 10,239 |
|
Other | 95,741 |
| | 76,481 |
| | 71,018 |
| 93,432 |
| | 86,874 |
| | 93,390 |
|
Total other noninterest expense | $ | 269,858 |
| | $ | 210,629 |
| | $ | 193,014 |
| $ | 147,063 |
| | $ | 142,430 |
| | $ | 145,907 |
|
NOTE P
INCOME TAXES
At December 31, 2018, 2017 and 2016 income tax expense consisted of the following:
| | (Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Current tax expense | | | | | | | | | | |
Federal | $ | 105,367 |
| | $ | 84,430 |
| | $ | 46,848 |
| $ | 95,151 |
| | $ | 87,992 |
| | $ | 84,946 |
|
State | 16,111 |
| | 13,941 |
| | 7,080 |
| 21,523 |
| | 6,116 |
| | 7,493 |
|
Total current tax expense | 121,478 |
| | 98,371 |
| | 53,928 |
| 116,674 |
| | 94,108 |
| | 92,439 |
|
Deferred tax (benefit) expense | | | | | | |
Deferred tax expense (benefit) | | | | | | |
Federal | (2,758 | ) | | (30,658 | ) | | 38,731 |
| (10,944 | ) | | 115,392 |
| | 23,144 |
|
State | 3,308 |
| | (2,681 | ) | | 8,915 |
| (2,433 | ) | | 10,446 |
| | 10,002 |
|
Total deferred tax (benefit) expense | 550 |
| | (33,339 | ) | | 47,646 |
| |
Total deferred tax expense (benefit) | | (13,377 | ) | | 125,838 |
| | 33,146 |
|
Total income tax expense | $ | 122,028 |
| | $ | 65,032 |
| | $ | 101,574 |
| $ | 103,297 |
| | $ | 219,946 |
| | $ | 125,585 |
|
Income tax expense differed from the amounts computed by applying the statutory federal income tax rate of 21 percent for 2018 and 35 percent for 2017 and 2016 to pretax income as a result of the following:
| | (Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Income taxes at statutory rates | $ | 116,345 |
| | $ | 71,258 |
| | $ | 93,956 |
| |
Increase (reduction) in income taxes resulting from: | | | | | | |
Income taxes at federal statutory rates | | $ | 105,758 |
| | $ | 190,294 |
| | $ | 122,874 |
|
(Reduction) increase in income taxes resulting from: | | | | | | |
Nontaxable income on loans, leases and investments, net of nondeductible expenses | (3,020 | ) | | (1,832 | ) | | (1,185 | ) | (1,796 | ) | | (2,525 | ) | | (2,901 | ) |
Nondeductible FDIC insurance expense | | 2,348 |
| | — |
| | — |
|
State and local income taxes, including change in valuation allowance, net of federal income tax benefit | 12,622 |
| | 7,319 |
| | 10,397 |
| 15,081 |
| | 10,765 |
| | 11,372 |
|
Acquisition stock settlement | — |
| | (10,185 | ) | | — |
| |
Effect of federal rate change | | (15,736 | ) | | 25,762 |
| | — |
|
Tax credits net of amortization | (3,060 | ) | | (2,896 | ) | | (960 | ) | (2,891 | ) | | (4,840 | ) | | (4,138 | ) |
Other, net | (859 | ) | | 1,368 |
| | (634 | ) | 533 |
| | 490 |
| | (1,622 | ) |
Total income tax expense | $ | 122,028 |
| | $ | 65,032 |
| | $ | 101,574 |
| $ | 103,297 |
| | $ | 219,946 |
| | $ | 125,585 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The net deferred tax asset included the following components at December 31:31, 2018 and 2017:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Allowance for loan and lease losses | $ | 78,878 |
| | $ | 79,537 |
| $ | 53,391 |
| | $ | 50,853 |
|
Pension liability | 7,206 |
| | 17,147 |
| — |
| | 704 |
|
Executive separation from service agreements | 9,856 |
| | 13,753 |
| 7,927 |
| | 8,548 |
|
State operating loss carryforward | 21 |
| | 29 |
| |
Unrealized loss on cash flow hedge | 537 |
| | 1,673 |
| |
Net unrealized loss on securities included in accumulated other comprehensive loss | 9,379 |
| | — |
| |
Accelerated depreciation | 13,195 |
| | 3,495 |
| |
Net operating loss carryforwards | | 6,862 |
| | 2,685 |
|
Net unrealized loss included in comprehensive income | | 32,663 |
| | 10,849 |
|
Employee compensation | | 11,145 |
| | 4,192 |
|
FDIC assisted transactions timing differences | 66,456 |
| | 77,388 |
| 7,622 |
| | — |
|
Other reserves | 10,772 |
| | 12,770 |
| 5,574 |
| | 5,570 |
|
Other | 29,279 |
| | 26,788 |
| 9,555 |
| | 5,924 |
|
Deferred tax asset | 225,579 |
| | 232,580 |
| 134,739 |
| | 89,325 |
|
Accelerated depreciation | | 4,987 |
| | 7,562 |
|
Lease financing activities | 15,492 |
| | 12,706 |
| 12,674 |
| | 9,131 |
|
Net unrealized gain on securities included in accumulated other comprehensive loss | — |
| | 3,245 |
| |
Net deferred loan fees and costs | 6,051 |
| | 4,532 |
| 10,651 |
| | 8,708 |
|
Intangible assets | 2,040 |
| | 7,789 |
| 11,713 |
| | 12,252 |
|
Security, loan and debt valuations | 31,486 |
| | 40,910 |
| 4,557 |
| | 7,018 |
|
FDIC assisted transactions timing differences | | — |
| | 1,113 |
|
Pension liability | | 6,287 |
| | — |
|
Other | 12,026 |
| | 13,287 |
| 1,722 |
| | 4,565 |
|
Deferred tax liability | 67,095 |
| | 82,469 |
| 52,591 |
| | 50,349 |
|
Net deferred tax asset | $ | 158,484 |
| | $ | 150,111 |
| $ | 82,148 |
| | $ | 38,976 |
|
On October 1, 2014, Bancorporation merged withAt December 31, 2018, $28.6 million of existing gross deferred tax assets relate to federal net operating loss carryforwards and into BancShares$15.4 million to state net operating loss carryforwards that expire in a statutory merger treated as a "reorganization" withinyears beginning in 2024. The net operating losses were acquired through various acquisitions and are subject to the meaning of section 368(a) of theannual limitations set forth by Internal Revenue Code of 1986 as amended. Income tax expense in 2014 has been adjusted for the settlement of the ownership of Bancorporation stock at the date of the merger. Income tax expense has also been adjusted for the revaluation of the acquired deferred inventory to reflect the rates that will apply under currently enacted tax law when the temporary differences are expected to reverse.
Section 382. No valuation allowance was necessary atas of December 31, 2015 or 20142018, to reduce BancShares’ gross state deferred tax asset to the amount that is more likely than not to be realized.
Under GAAP,The Tax Act was enacted on December 22, 2017 which made broad changes to the benefit ofU.S. tax code including a position taken or expected to be taken in a tax return should be recognized when it is more likely than not that the position will be sustained based on its technical merit. The liability for unrecognized tax benefits was not material at December 31, 2015 and 2014, and changesreduction in the liability were not significantfederal corporate tax rate from 35 percent to 21 percent. The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 118 to address uncertainty in applying ASC Topic 740 in the reporting period in which the Tax Act was enacted. Tax expense increased in the fourth quarter of 2017 by a provisional $25.8 million primarily attributable to the revaluation of our deferred tax assets to reflect the Tax Act changes. This was a provisional estimate made based upon the information available at the time of enactment. After receiving additional information during 2015, 2014 and 2013. BancShares does not expect the liability for unrecognized tax benefits to change significantly during 2016. BancShares recognizes interest and penalties, if any, related to income tax matters in income tax expense, and the amounts recognized during 2015, 2014 and 2013 were not material.
During the third quarter of 2015,2018, BancShares recorded a tax benefit of $15.7 million updating the provisional amount initially recorded in 2017. The nature of the additional information primarily related to a decision made by BancShares to accelerate deductions in its 2017 tax return which were effectuated by making an additional contribution to its pension plan and requesting an automatic change in its tax accounting method related to depreciation. Accounting for the Tax Act was completed during the fourth quarter of 2018 with no material changes.
During the first quarter of 2018, second quarter of 2017 and third quarter of 2016, BancShares adjusted its net deferred tax asset as a result of reductions in the North Carolina corporate income tax rate that will become effective January 1, 2016.were enacted June 28, 2017 and July 23, 2013, respectively. The lower corporate income tax rate resulted in a reduction in the deferred tax asset and an increase in income tax expense in 2015.2018, 2017 and 2016. The lower state corporate income tax rate did not have a material impact on income tax expense.
BancShares,BancShares' and its subsidiaries', and Bancorporation'ssubsidiaries’ federal income tax returns for 20122015 through 20142017 remain open for examination. Generally, the state jurisdictions in which BancShares files income tax returns areis no longer subject to examination by state and local taxing authorities for taxable years prior to 2012.
The following table provides a period uprollforward of BancShares’ gross unrecognized tax benefits, excluding interest and penalties, during the years ended December 31, 2018, 2017 and 2016:
|
| | | | | | | | | | | |
(Dollars in thousands) | 2018 | | 2017 | | 2016 |
Unrecognized tax benefits at the beginning of the year | $ | 29,004 |
| | $ | 28,879 |
| | $ | 5,975 |
|
Reductions related to tax positions taken in prior year | (1,054 | ) | | (44 | ) | | (327 | ) |
Additions related to tax positions taken in current year | 1,433 |
| | 169 |
| | 23,231 |
|
Reductions related to lapse of statute of limitations | (1,128 | ) | | — |
| | — |
|
Unrecognized tax benefits at the end of the year | $ | 28,255 |
| | $ | 29,004 |
| | $ | 28,879 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
All of the unrecognized tax benefits, if recognized, would affect BancShares’ effective tax rate.
BancShares has unrecognized tax benefits relating to four years after returns are filed. BancSharesuncertain state tax returns are currently under examinationpositions in CaliforniaNorth Carolina and other state jurisdictions resulting from tax filings submitted to the states. No tax benefit has been recorded for 2011these uncertain tax positions in the Consolidated Financial Statements. BancShares does not expect the unrecognized tax benefits to change significantly during 2019.
BancShares recognizes accrued interest and 2012penalties related to unrecognized tax benefits in income tax expense. For the years ended December 31, 2018, 2017 and in Florida for 2011 through 2013.2016, BancShares recorded $564 thousand, $450 thousand and $357 thousand, respectively which primarily represent accrued interest.
NOTE Q
TRANSACTIONS WITH RELATED PERSONS
BancShares had,has, and expects to have in the future, banking transactions in the ordinary course of business with directors, officers and their associates (Related Persons) and entities that are controlled by Related Persons.
On September 4, 2015, FCB signed a definitive agreement to sell certain assets and liabilities of its branch office located at 800 South Lafayette in Shelby, North Carolina to The Fidelity Bank, a financial institution controlled by Related Persons. The sale was completed on December 4, 2015. FCB sold $8.7 million of loans and $31.2 million of deposits while also receiving a premium on the deposits sold of $301 thousand. The transaction resulted in a net cash payment of $22.2 million by FCB to The Fidelity Bank. After transaction costs, the sale resulted in a net gain of $216 thousand for the year ended December 31, 2015.
The sale on December 4, 2015 did not include the building located in Shelby, North Carolina. The sale of the building to The Fidelity Bank is expected to occur in 2016.
For those identified as Related Persons as of December 31, 2015,2018, the following table provides an analysis of changes in the loans outstanding during 20152018 and 2014:2017:
| | | Year ended December 31 | Year ended December 31 |
(dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 |
Balance at January 1 | $ | 1,045 |
| | 1,825 |
| $ | 74 |
| | $ | 353 |
|
New loans | 5 |
| | 39 |
| 134 |
| | 11 |
|
Repayments | (971 | ) | | (819 | ) | (9 | ) | | (290 | ) |
Balance at December 31 | $ | 79 |
| | 1,045 |
| $ | 199 |
| | $ | 74 |
|
Unfunded loan commitments available to Related Persons were $1.4$4.3 million and $1.3$2.1 million as of December 31, 20152018 and 2014,2017, respectively.
During 2015, 2014 and 2013, fees from processing services included $98 thousand, $17.2 million and $21.6 million, respectively, for services rendered to entities controlled by Related Persons. The 2014 amount includes $16.8 million earned from Bancorporation prior to the merger as it was considered an entity controlled by Related Persons. Effective with the merger there were no longer any fees earned from Bancorporation. The amounts recorded from the largest individual institution were $66 thousand, $16.8 million and $20.4 million for 2015, 2014 and 2013, respectively. BancShares has also provided certain contracted services for entities controlled by Related Persons which have been reimbursed and are not considered material.
In the third quarter of 2014,2018, BancShares purchased $25.0 million100,000 shares of FCB/SC Capital Trust II'sits outstanding Trust Preferred SecuritiesClass A common stock at a price of $465 per share from an unaffiliated thirda related party. BancShares paid approximately $23.0 million, plus unpaid accrued distributions on the securities for the current distribution period, for the Trust Preferred Securities. Upon completion of the merger with Bancorporation on October 1, 2014 the issuer of the Trust Preferred Securities became a subsidiary of BancShares and BancShares' investment in the Trust Preferred Securities was eliminated in consolidation.
NOTE R
DERIVATIVESGOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
At Goodwill was $236.3 million and $150.6 million at December 31, 20152018 and 2017, respectively. BancShares annual impairment test, conducted as of July 31st, BancShares had an interest rate swapor more frequently if events occur or circumstances change that qualifies asmay trigger a cash flow hedge under GAAP. For all periods presented,decline in the fair value of the outstanding derivative is includedreporting unit or otherwise indicate that a potential impairment exists, resulted in other liabilitiesno indication of goodwill impairment. Subsequent to the annual impairment test, there were no events or changes in circumstances that would indicate goodwill should be tested for impairment during the consolidated balance sheets, and the net change in fair value is included in the consolidated statements of cash flows under the caption net change in other liabilities.interim period between annual tests. No goodwill impairment was recorded during 2018, 2017 or 2016.
The following table providespresents the notionalchanges in the carrying amount of goodwill for the interest rate swap and the fair value of the liability as ofyears ended December 31, 20152018 and 2014.2017:
| | | December 31, 2015 | | December 31, 2014 | | | | | |
(Dollars in thousands) | Notional amount | | Estimated fair value of liability | | Notional amount | | Estimated fair value of liability | 2018 | | 2017 |
2011 interest rate swap hedging variable rate exposure on trust preferred securities 2011-2016 | $ | 93,500 |
| | $ | 1,429 |
| | $ | 93,500 |
| | $ | 4,337 |
| |
Balance at January 1 | | $ | 150,601 |
| | $ | 150,601 |
|
Acquired in the HomeBancorp acquisition | | 57,616 |
| | — |
|
Acquired in the Capital Commerce acquisition | | 10,680 |
| | — |
|
Acquired in the Palmetto Heritage acquisition | | 17,450 |
| | — |
|
Balance at December 31 | | $ | 236,347 |
| | $ | 150,601 |
|
The interest rate swap is used for interest rate risk management purposes and converts variable-rate exposure on outstanding debt to a fixed rate. The interest rate swap has a notional amount of $93.5 million, representing the amount of variable rate trust preferred capital securities issued during 2006 and still outstanding at the swap inception date. The interest rate swap hedges interest payments through June 2016 and requires fixed-rate payments by BancShares at 5.50 percent in exchange for variable-rate payments of 175 basis points above the three-month LIBOR, which is equal to the interest paid to the holders of the trust preferred capital securities. Settlement of the swap occurs quarterly. At December 31, 2015 and 2014, collateral with a fair value of $2.0 million and $7.0 million, respectively, was pledged to secure the existing obligation under the interest rate swap.
For cash flow hedges, the effective portion of the gain or loss due to changes in the fair value of the derivative hedging instrument is included in other comprehensive income (loss), while the ineffective portion, representing the excess of the cumulative change in the fair value of the derivative over the cumulative change in expected future discounted cash flows on the hedged transaction, is recorded in the consolidated income statement. BancShares’ interest rate swap has been fully effective since inception. Therefore, changes in the fair value of the interest rate swap have had no impact on net income. For
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
the years ended December 31, 2015, 2014 and 2013, BancShares recognized interest expense of $3.3 million for each period, resulting from incremental interest paid to the interest rate swap counterparty, none of which related to ineffectiveness.Other Intangible Assets
TheOther intangible assets includes mortgage servicing rights on loans sold to third parties with servicing retained, core deposit intangibles that represent the estimated net amount in accumulatedfair value of acquired core deposits and other comprehensive loss at December 31, 2015 that is expected to be reclassified into earnings within the next 12 months is a net after-tax loss of $1.1 million.customer relationships, and other servicing rights acquired.
BancShares monitors the credit risk of the interest rate swap counterparty.
NOTE S
GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill was $139.8 million at December 31, 2015 and 2014, with no impairment recorded during 2015, 2014 and 2013. The following table presents the changes in the carrying amount of goodwill.
|
| | | | | | | |
(Dollars in thousands) | 2015 | | 2014 |
Balance at January 1 | $ | 139,773 |
| | $ | 102,625 |
|
Acquired in the 1st Financial merger | — |
| | 32,915 |
|
Acquired in the Bancorporation merger | — |
| | 4,233 |
|
Balance at December 31 | $ | 139,773 |
| | $ | 139,773 |
|
GAAP requires that goodwill be tested each year to determine if goodwill is impaired. The goodwill impairment test requires a two-step method to evaluate and calculate impairment. The first step requires estimation of the reporting unit’s fair value. If the fair value exceeds the carrying value, no further testing is required. If the carrying value exceeds the fair value, a second step is performed to determine whether an impairment charge must be recorded and, if so, the amount of such charge.
BancShares performs annual impairment tests as of July 31 each year. After the first step for 2015 and 2014, no further analysis was required as there was no indication of impairment.
Mortgage Servicing Rights
Our portfolio of residential mortgage loans serviced for third parties was $2.15$2.95 billion, $2.81 billion and $1.95$2.49 billion as of December 31, 20152018, 2017 and 2014,2016, respectively. These loans were originated by BancShares and sold to third parties on a non-recourse basis with servicing rights retained. These retained servicing rights are recorded as a servicing asset and reported in other intangible assets on the Consolidated Balance Sheets andSheets. The mortgage servicing rights are initially recorded at fair value and then carried at the lower of amortized cost or fair market value.
The activity of the servicing asset for the years ended December 31, 20152018, 2017 and 20142016 is presented in the following table:
| | (Dollars in thousands) | 2015 | | 2014 | 2018 | | 2017 | | 2016 |
Balance at January 1 | $ | 16,688 |
| | $ | 16 |
| $ | 21,945 |
| | $ | 20,415 |
| | $ | 19,351 |
|
Servicing rights originated | 5,910 |
| | 727 |
| 5,258 |
| | 7,174 |
| | 5,931 |
|
Amortization | (4,002 | ) | | (919 | ) | (5,807 | ) | | (5,648 | ) | | (4,958 | ) |
Servicing rights acquired in the 1st Financial merger | — |
| | 148 |
| |
Servicing rights acquired in the Bancorporation merger | — |
| | 17,566 |
| |
Valuation allowance reversal (provision) | 755 |
| | (850 | ) | |
Valuation allowance reversal | | — |
| | 4 |
| | 91 |
|
Balance at December 31 | $ | 19,351 |
| | $ | 16,688 |
| $ | 21,396 |
| | $ | 21,945 |
| | $ | 20,415 |
|
The following table presents the activity in the servicing asset valuation allowance for the years ended December 31, 2015 and 2014:
|
| | | | | | | |
(Dollars in thousands) | 2015 | | 2014 |
Balance at January 1 | $ | 850 |
| | $ | — |
|
Valuation allowance (reversal) provision | (755 | ) | | 850 |
|
Balance at December 31 | $ | 95 |
| | $ | 850 |
|
During 2014, BancShares acquired the rightsamortization expense related to service mortgage loans that had previously been sold by Bancorporation and also recorded a mortgage servicing asset from the 1st Financial merger. The acquired assets were recorded at fair value and
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
amortized over the remaining estimated servicing lives, which were estimated to be 5.5 years and 3 months for the Bancorporation and 1st Financial mergers, respectively, as of the acquisition date.
As of December 31, 2015 and 2014, the carrying value BancShares' mortgage servicing rights was $19.4 million and $16.7 million, respectively. is included as a reduction of mortgage income in the Consolidated Statements of Income.
Contractually specified mortgage servicing fees, late fees, and ancillary fees earned for the years ended December 31, 2015, 20142018, 2017 and 20132016, were $5.4$7.5 million, $611 thousand,$7.1 million and $327 thousand$5.8 million, respectively, and are includedreported in mortgage income in the Consolidated Statements of Income. The amortization expense related to mortgage servicing rights, included as a reduction of mortgage income in the Consolidated Statements of Income, was $4.0 million, $919 thousand, and $205 thousand for the years ended December 31, 2015, 2014 and 2013, respectively. Mortgage income included an impairment reversal of $755 thousand for the year ended December 31, 2015 and an impairment of $850 thousand for the year ended December 31, 2014. There was no net valuation allowance impairment recorded for the year ended December 31, 2013.
Valuation of mortgage servicing rights is performed using a pooling methodology. Similar loans are pooled together and evaluated on a discounted earnings basis to determine the present value of future earnings. Key economic assumptions used to value mortgage servicing rights as of December 31, 20152018 and 20142017, were as follows:
| | | 2015 | | 2014 | 2018 | | 2017 |
Discount rate - conventional fixed loans | 9.31 | % | | 7.20 | % | 9.69 | % | | 9.41 | % |
Discount rate - all loans excluding conventional fixed loans | 10.31 | % | | 9.20 | % | 10.69 | % | | 10.41 | % |
Weighted average constant prepayment rate | 11.01 | % | | 14.25 | % | 9.26 | % | | 10.93 | % |
Weighted average cost to service a loan | $ | 56.61 |
| | $ | 56.02 |
| $ | 72.65 |
| | $ | 64.03 |
|
Other Intangible AssetsThe discount rate is based on the 10-year U.S. Treasury rate plus 700 basis points for conventional fixed loans and 800 basis points for all other loans. The 700 and 800 basis points are used as a risk premium when calculating the discount rate. The repayment rate is derived from the Public Securities Association Standard Prepayment model. The average cost to service a loan is based on the number of loans serviced and the total costs to service the loans.
Core Deposit Intangibles
Core deposit intangibles represent the estimated fair value of core deposits and other customer relationships that were acquired. They are being amortized on an accelerated basis over their estimated useful lives. The estimated useful remaining lives range from 1 year to less than 10 years.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following information relates to other intangible assets, all customer-related, which are being amortized over their estimated useful lives:
|
| | | | | | | |
(dollars in thousands) | 2015 | | 2014 |
Balance at January 1 | $ | 89,922 |
| | $ | 1,247 |
|
Acquired in CCBT merger | 690 |
| | — |
|
Acquired in the 1st Financial merger | — |
| | 3,780 |
|
Acquired in the Bancorporation merger | — |
| | 91,850 |
|
Removal due to branch sale | (85 | ) | | — |
|
Amortization | (18,892 | ) | | (6,955 | ) |
Balance at December 31 | $ | 71,635 |
| | $ | 89,922 |
|
|
| | | | | | | |
(Dollars in thousands) | 2018 | | 2017 |
Balance at January 1 | $ | 51,151 |
| | $ | 57,625 |
|
Acquired in the Harvest Community Bank acquisition | — |
| | 850 |
|
Acquired in the Guaranty acquisition | — |
| | 9,870 |
|
Acquired in the HomeBancorp acquisition | 9,860 |
| | — |
|
Acquired in the Capital Commerce acquisition | 2,680 |
| | — |
|
Acquired in the Palmetto Heritage acquisition | 1,706 |
| | — |
|
Amortization | (17,165 | ) | | (17,194 | ) |
Balance at December 31 | $ | 48,232 |
| | $ | 51,151 |
|
Core deposit intangibles comprise the majority of the other intangible assets as of December 31, 2015 and 2014. During 2015, BancShares recognized $690 thousand in core deposit intangibles related to the CCBT merger. Core deposit intangibles of $85 thousand were written off in 2015 as it related to previously acquired deposits that were sold in connection with the sale of a branch in December 2015. During 2014, BancShares recognized $91.9 million and $3.8 million in core deposit intangibles related to the Bancorporation and 1st Financial mergers, respectively. Intangible assets generated by acquisitions, which represent the estimated fair value of core deposits and other customer relationships that were acquired, are being amortized on an accelerated basis over their estimated useful lives. The estimated useful remaining lives range from 2 years to less than 9 years.
The gross amount of other intangible assets and accumulated amortization as of December 31, 20152018 and 2014,2017, are:
| | (dollars in thousands) | 2015 | | 2014 | |
(Dollars in thousands) | | 2018 | | 2017 |
Gross balance | $ | 115,201 |
| | $ | 114,596 |
| $ | 143,007 |
| | $ | 128,761 |
|
Accumulated amortization | (43,566 | ) | | (24,674 | ) | (94,775 | ) | | (77,610 | ) |
Carrying value | $ | 71,635 |
| | $ | 89,922 |
| $ | 48,232 |
| | $ | 51,151 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Based on current estimated useful lives and carrying values, BancShares anticipates amortization expense for intangible assetscore deposit intangibles in subsequent periods will be:
|
| | | |
(dollars in thousands) | |
2016 | $ | 16,440 |
|
2017 | 14,075 |
|
2018 | 11,710 |
|
2019 | 9,457 |
|
2020 | 7,492 |
|
|
| | | |
(Dollars in thousands) | |
2019 | $ | 14,964 |
|
2020 | 11,729 |
|
2021 | 8,706 |
|
2022 | 5,805 |
|
2023 and subsequent | 7,028 |
|
Other Servicing Rights
Other servicing rights were acquired as part of a business combination and relate to the sale of the guaranteed portion of government guaranteed loans with servicing retained. The amount of the other servicing rights were $2.7 million and $0 at December 31, 2018, and 2017, respectively.
NOTE TS
SHAREHOLDERS' EQUITY, DIVIDEND RESTRICTIONS AND OTHER REGULATORY MATTERS
BancShares and FCB are required to meet minimum capital requirements set forth by regulatory authorities. The ability to undertake new business initiatives (including acquisitions), the access to and cost of funding for new business initiatives, the ability to pay dividends, the ability to repurchase shares or other capital instruments, the level of deposit insurance costs, and the level and nature of regulatory oversight depend, in large part, on a financial institution’s capital strength.
Bank regulatory agencies approved regulatory capital guidelines (Basel III) aimed at strengthening existing capital requirements for banking organizations. Basel III became effective for BancShares on January 1, 2015. Under Basel III, minimum requirements increase for both the quantity and quality of capital held by BancShares. Basel III includedinclude a new common equity Tier 1 ratio minimum of 4.50 percent, raised the minimum Tier 1 risk-based capital tominimum of 6.00 percent, requires a minimum total risk-based capital ratio minimum of 8.00 percent and requires a minimum Tier 1 leverage capital ratio minimum of 4.00 percent. Failure to meet minimum capital requirements may result in certain actions by regulators that could have a direct material effect on the consolidated financial statements. A new
Basel III also introduced a capital conservation buffer comprised of common equity Tier 1 capital, was also established abovein addition to the regulatory minimum requirements. This capital conservation buffer will berequirements that is being phased in annually over four years beginning January 1, 2016, at 0.625 percent of risk-weighted assets and increaseincreasing each subsequent year by an additional 0.625 percent until reaching its final level of 2.50 percentpercent. At January 1, 2018, the capital conservation buffer was 1.88%. As fully phased in on January 1, 2019. The phase-in period for Basel III became effective for BancShares on January 1, 2015, with full compliance2019, the capital conservation buffer is 2.50 percent.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Based on the most recent notifications from its regulators, BancShares and FCB is well-capitalized under the regulatory framework for prompt corrective action. As of December 31, 2015,2018, BancShares and FCB met all capital adequacy requirements to which they are subject and were not aware of any conditions or events that would affect each entity's well-capitalized status.
Following is an analysis of capital ratios under Basel III guidelines for BancShares and FCB as of December 31, 20152018 and 2014:2017:
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2015 | | December 31, 2014 |
(Dollars in thousands) | Amount (1) | | Ratio (1) | | Requirements to be well-capitalized (2) | | Amount | | Ratio | | Requirements to be well-capitalized |
BancShares | | | | | | | | | | | |
Tier 1 risk-based capital | $ | 2,831,242 |
| | 12.65 | % | | 8.00 | % | | $ | 2,690,324 |
| | 13.61 | % | | 6.00 | % |
Common equity Tier 1 (3) | 2,799,163 |
| | 12.51 |
| | 6.50 |
| | N/A |
| | N/A |
| | N/A |
|
Total risk-based capital | 3,140,212 |
| | 14.03 |
| | 10.00 |
| | 2,904,123 |
| | 14.69 |
| | 10.00 |
|
Leverage capital | 2,831,242 |
| | 8.96 |
| | 5.00 |
| | 2,690,324 |
| | 8.91 |
| | 5.00 |
|
FCB | | | | | | | | | | | |
Tier 1 risk-based capital | 2,821,475 |
| | 12.64 |
| | 8.00 |
| | 2,019,595 |
| | 13.12 |
| | 6.00 |
|
Common equity Tier 1 (3) | 2,821,475 |
| | 12.64 |
| | 6.50 |
| | N/A |
| | N/A |
| | N/A |
|
Total risk-based capital | 3,038,070 |
| | 13.61 |
| | 10.00 |
| | 2,212,163 |
| | 14.37 |
| | 10.00 |
|
Leverage capital | 2,821,475 |
| | 8.95 |
| | 5.00 |
| | 2,019,595 |
| | 9.30 |
| | 5.00 |
|
FCB-SC (4) | | | | | | | | | | | |
Tier 1 risk-based capital | N/A |
| | N/A |
| | N/A |
| | 653,515 |
| | 15.11 |
| | 6.00 |
|
Total risk-based capital | N/A |
| | N/A |
| | N/A |
| | 657,475 |
| | 15.20 |
| | 10.00 |
|
Leverage capital | N/A |
| | N/A |
| | N/A |
| | 653,515 |
| | 7.89 |
| | 5.00 |
|
(1) December 31, 2015 calculated under Basel III guidelines, which became effective January 1, 2015.
(2) Regulatory well-capitalized requirements are based on 2015 Basel III regulatory capital guidelines.
(3) Common equity Tier 1 ratio requirements were established under Basel III guidelines; therefore, this ratio is not applicable for periods prior to January 1, 2015.
(4) FCB-SC merged into FCB effective January 1, 2015. As such, capital ratios are not applicable as of December 31, 2015. |
| | | | | | | | | | | | | | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | Amount | | Ratio | | Requirements to be well-capitalized | | Amount | | Ratio | | Requirements to be well-capitalized |
BancShares | | | | | | | | | | | |
Tier 1 risk-based capital | $ | 3,463,307 |
| | 12.67 | % | | 8.00 | % | | $ | 3,287,364 |
| | 12.88 | % | | 8.00 | % |
Common equity Tier 1 | 3,463,307 |
| | 12.67 |
| | 6.50 |
| | 3,287,364 |
| | 12.88 |
| | 6.50 |
|
Total risk-based capital | 3,826,626 |
| | 13.99 |
| | 10.00 |
| | 3,626,789 |
| | 14.21 |
| | 10.00 |
|
Leverage capital | 3,463,307 |
| | 9.77 |
| | 5.00 |
| | 3,287,364 |
| | 9.47 |
| | 5.00 |
|
FCB | | | | | | | | | | | |
Tier 1 risk-based capital | 3,315,742 |
| | 12.17 |
| | 8.00 |
| | 3,189,709 |
| | 12.54 |
| | 8.00 |
|
Common equity Tier 1 | 3,315,742 |
| | 12.17 |
| | 6.50 |
| | 3,189,709 |
| | 12.54 |
| | 6.50 |
|
Total risk-based capital | 3,574,561 |
| | 13.12 |
| | 10.00 |
| | 3,422,634 |
| | 13.46 |
| | 10.00 |
|
Leverage capital | 3,315,742 |
| | 9.39 |
| | 5.00 |
| | 3,189,709 |
| | 9.22 |
| | 5.00 |
|
AtBancShares and FCB had capital conservation buffers of 5.99 percent and 5.12 percent, respectively, at December 31, 2015, 2018. These buffers exceeded the 1.88 percent requirement and, therefore, result in no limit on distributions.
BancShares had $32.1 million ofno trust preferred capital securities included in Tier 1 capital compared to $128.5 million at December 31, 2014. Effective January 1, 2015, 75 percent of BancShares' trust2018 or December 31, 2017 under Basel III guidelines. Trust preferred capital securities were excluded from Tier 1 capital, with the remaining 25 percentcontinue to be phased out January 1, 2016. The inclusiona component of accumulated other comprehensive income in Tier 1 common equity, as described in Basel III, is only applicable for institutions
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
larger than $50 billion in assets. Management continues to monitor developments and remains committed to managing capital levels in a prudent manner.total risk-based capital.
At December 31, 2015 and December 31, 2014,2018, Tier 2 capital of BancShares included $6.0$20.0 million and $9.0 million, respectively, of qualifying subordinated debt acquired infrom the Bancorporation mergerHomeBancorp transaction with a scheduled maturity date of June 1, 2018.December 31, 2026, compared to no amount included at December 31, 2017. Under current regulatory guidelines, when subordinated debt is within five years of its scheduled maturity date, issuers must discount the amount included in Tier 2 capital by 20 percent for each year until the debt matures. Once the debt is within one year of its scheduled maturity date, no amount of the debt is allowed to be included in Tier 2 capital.
BancShares has two classes of common stock—Class A common and Class B common. Shares of Class A common have one vote per share, while shares of Class B common have 16 votes per share.
During the fourth quarter of 2015,2018, our board approved a stock repurchase plan that provides forBoard authorized the purchase of up to 100,000800,000 shares of Class A common stock beginning onstock. The shares may be purchased from time to time at management's discretion from November 1, 2015 and continuing2018 through October 31, 2016. As2019. That authorization does not obligate BancShares to purchase any particular amount of shares, and purchases may be suspended or discontinued at any time. The Board's action replaced existing authority to purchase up to 800,000 shares in effect during the twelve months preceding November 1, 2018. A total of 200,000 shares were purchased under the previous authority that expired on October 31, 2018, and 182,000 shares have been purchased under the newly approved authority, which began November 1, 2018. An additional 106,500 shares have been purchased subsequent to December 31, 2015, no purchases had occurred pursuant to that authorization.2018.
The Board of Directors of FCB may approve distributions, including dividends, as it deems appropriate, subject to the requirements of the FDIC and the General Statutes of North Carolina, provided that the distributions do not reduce capital below applicable capital requirements. As of December 31, 2015,2018, the maximum amount of the dividend was limited to $902.6 million$1.09 billion to preserve well-capitalized status. Dividends declared by FCB and paid to BancShares amounted to $75.0$242.9 million in 2015, $30.02018, $50.4 million in 20142017 and $131.0$90.1 million in 2013.2016. Payment of dividends is made at the discretion of the Board of Directors and is contingent upon satisfactory earnings as well as projected future capital needs. BancShares' principal source of liquidity for payment of shareholder dividends is the dividend it receives from FCB.
BancShares and FCB are subject to various requirements imposed by state and federal banking statutes and regulations, including regulations requiring the maintenance of noninterest-bearing reserve balances at the Federal Reserve Bank. Banks are allowed to reduce the required balances by the amount of vault cash. For 2015,2018, the requirements averaged $531.6$680.3 million.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE UT
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 include commitments to extend credit and standby letters of credit and recourse obligations on mortgage loans sold.credit. These instruments involve elements of credit, interest rate or liquidity risk.
Commitments to extend credit are legally binding agreements to lend to customers. CommitmentsThese commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of the 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 that collateral be pledged to secure the commitment, including cash deposits, securities and other assets. At December 31, 2015, BancShares had unused commitments totaling $7.95 billion, compared to $7.19 billion at December 31, 2014. Total unfunded commitments relating to investments in affordable housing projects were $41.8 million and $16.8 million at December 31, 2015 and December 31, 2014, respectively, and are included in other liabilities on BancShares' Consolidated Balance Sheet. Affordable housing project investments were $85.6 million and $57.1 million at December 31, 2015 and December 31, 2014, respectively, and are included in other assets on the Consolidated Balance Sheets.
Standby letters of credit are commitments guaranteeing performance of a customer to a third party. Those guaranteesThese commitments are primarily issued primarily to support public and private borrowing arrangements, and thetheir fair value of those guarantees is not significant.material. To minimizemitigate its exposure,risk, BancShares’ credit policies govern the issuance of standby letters of credit. At December 31, 2015 and 2014, BancShares had standby letters of credit amounting to $77.9 million and $77.4 million, respectively. The credit risk related to the issuance of these letters of credit is essentially the same as that involved in extending loans to clients and, therefore, these letters of credit are collateralized when necessary.
PursuantThe following table presents the commitments to standard representationsextend credit and warranties relating to residential mortgage loan sales, contingent obligations exist for various events that may occur following the loan sale. If underwriting or documentation deficiencies are discovered at any point in the life of the loan or if the loan becomes nonperforming within 120 days of its sale, the investor may require BancShares to repurchase the loan or to repay a portion of the sale proceeds. Other liabilities included reserves of $3.0 million and $3.2 millionunfunded commitments as of December 31, 20152018 and 2014, respectively, for estimated losses arising from these standard representation and warranty provisions.2017:
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
BancShares has recorded a receivable from the FDIC totaling $4.1 million and $28.7 million as of December 31, 2015 and 2014, respectively, for the expected reimbursement of losses on assets covered under the various loss share agreements. These loss share agreements impose certain obligations on us that, in the event of noncompliance, could result in the delay or disallowance of some or all of our rights under those agreements. Requests for reimbursement are subject to FDIC review and may be delayed or disallowed for noncompliance. The loss share agreements are subject to interpretation by both the FDIC and BancShares, and disagreements may arise regarding coverage of losses, expenses and contingencies.
The loss share agreements for five FDIC-assisted transactions include provisions related to payments that may be owed to the FDIC at the termination of the agreements (clawback liability).The clawback liability represents a payment by BancShares to the FDIC 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 is estimated by discounting estimated future payments and is recorded in the Consolidated Balance Sheets as a payable to the FDIC for loss share agreements. As of December 31, 2015 and 2014, the clawback liability was $126.5 million and $116.5 million, respectively. |
| | | | | | | |
(Dollars in thousands) | 2018 | | 2017 |
Unused commitments to extend credit | $ | 10,054,712 |
| | $ | 9,629,365 |
|
Standby letters of credit | 96,467 |
| | 81,530 |
|
Unfunded commitments for investments in affordable housing projects | 67,952 |
| | 61,819 |
|
BancShares and various subsidiaries have been named as defendants in legal actions arising from their normal business activities in which damages in various amounts are claimed. BancShares is also 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.
NOTE VU
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Accumulated other comprehensive (loss) incomeloss included the following at December 31, 20152018 and 2014:2017:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2015 | | December 31, 2014 |
(Dollars in thousands) | Accumulated other comprehensive loss | | Deferred tax benefit | | Accumulated other comprehensive loss, net of tax | | Accumulated other comprehensive income (loss) | | Deferred tax expense (benefit) | | Accumulated other comprehensive income (loss), net of tax |
Unrealized (losses) gains on investment securities available for sale | $ | (24,504 | ) | | $ | (9,379 | ) | | $ | (15,125 | ) | | $ | 8,343 |
| | $ | 3,245 |
| | $ | 5,098 |
|
Unrealized loss on cash flow hedge | (1,429 | ) | | (537 | ) | | (892 | ) | | (4,337 | ) | | (1,673 | ) | | (2,664 | ) |
Funded status of defined benefit plan | (78,419 | ) | | (29,996 | ) | | (48,423 | ) | | (90,696 | ) | | (35,281 | ) | | (55,415 | ) |
Total | $ | (104,352 | ) | | $ | (39,912 | ) | | $ | (64,440 | ) | | $ | (86,690 | ) | | $ | (33,709 | ) | | $ | (52,981 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018 | | December 31, 2017 |
(Dollars in thousands) | Accumulated other comprehensive loss | | Deferred tax benefit | | Accumulated other comprehensive loss, net of tax | | Accumulated other comprehensive loss | | Deferred tax benefit | | Accumulated other comprehensive loss, net of tax |
Unrealized losses on securities available for sale | $ | (50,007 | ) | | $ | (11,502 | ) | | $ | (38,505 | ) | | $ | (48,834 | ) | | $ | (17,889 | ) | | $ | (30,945 | ) |
Unrealized losses on securities available for sale transferred to held to maturity | (92,401 | ) | | (21,252 | ) | | (71,149 | ) | | — |
| | — |
| | — |
|
Defined benefit pension items | (163,030 | ) | | (37,497 | ) | | (125,533 | ) | | (144,999 | ) | | (53,650 | ) | | (91,349 | ) |
Total | $ | (305,438 | ) | | $ | (70,251 | ) | | $ | (235,187 | ) | | $ | (193,833 | ) | | $ | (71,539 | ) | | $ | (122,294 | ) |
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table highlights changes in accumulated other comprehensive (loss) income by component for the years ended December 31, 2018 and 2017:
|
| | | | | | | | | | | | | | | |
(Dollars in thousands) | Unrealized (losses) gains on securities available-for-sale(1) | | Unrealized losses on securities available for sale transferred to held to maturity(1) | | Defined benefit pension items(1) | | Total |
Balance at January 1, 2017 | $ | (45,875 | ) | | $ | — |
| | $ | (89,317 | ) | | $ | (135,192 | ) |
Other comprehensive income (loss) before reclassifications | 17,635 |
| | — |
| | (8,156 | ) | | 9,479 |
|
Amounts reclassified from accumulated other comprehensive loss | (2,705 | ) | | — |
| | 6,124 |
| | 3,419 |
|
Net current period other comprehensive income (loss) | 14,930 |
| | — |
| | (2,032 | ) | | 12,898 |
|
Balance at December 31, 2017 | (30,945 | ) | | — |
| | (91,349 | ) | | (122,294 | ) |
Cumulative effect adjustments | (29,751 | ) | | — |
| | (20,300 | ) | | (50,051 | ) |
Other comprehensive income (loss) before reclassifications | 22,461 |
| | (84,321 | ) | | (24,649 | ) | | (86,509 | ) |
Amounts reclassified from accumulated other comprehensive loss | (270 | ) | | 13,172 |
| | 10,765 |
| | 23,667 |
|
Net current period other comprehensive income (loss) | 22,191 |
| | (71,149 | ) | | (13,884 | ) | | (62,842 | ) |
Balance at December 31, 2018 | $ | (38,505 | ) | | $ | (71,149 | ) | | $ | (125,533 | ) | | $ | (235,187 | ) |
(1) All amounts are net of tax. Amounts in parentheses indicate debits.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table highlights changes in accumulated other comprehensive (loss) income by component for the years ended December 31, 2015 and 2014:
|
| | | | | | | | | | | | | | | |
(Dollars in thousands) | Unrealized gains (losses) on available-for-sale securities(1) | | Gains (losses) on cash flow hedges(1) | | Defined benefit pension items(1) | | Total |
Balance at January 1, 2014 | $ | (10,091 | ) | | $ | (4,434 | ) | | $ | (10,743 | ) | | $ | (25,268 | ) |
Other comprehensive income (loss) before reclassifications | 33,061 |
| | 1,770 |
| | (47,946 | ) | | (13,115 | ) |
Amounts reclassified from accumulated other comprehensive (loss) income | (17,872 | ) | | — |
| | 3,274 |
| | (14,598 | ) |
Net current period other comprehensive income (loss) | 15,189 |
| | 1,770 |
| | (44,672 | ) | | (27,713 | ) |
Balance at December 31, 2014 | 5,098 |
| | (2,664 | ) | | (55,415 | ) | | (52,981 | ) |
Other comprehensive income (loss) before reclassifications | (13,544 | ) | | 1,772 |
| | 394 |
| | (11,378 | ) |
Amounts reclassified from accumulated other comprehensive (loss) income | (6,679 | ) | | — |
| | 6,598 |
| | (81 | ) |
Net current period other comprehensive (loss) income | (20,223 | ) | | 1,772 |
| | 6,992 |
| | (11,459 | ) |
Balance at December 31, 2015 | $ | (15,125 | ) | | $ | (892 | ) | | $ | (48,423 | ) | | $ | (64,440 | ) |
(1) All amounts are net of tax. Amounts in parentheses indicate debits.
The following table presents the amounts reclassified from accumulated other comprehensive (loss) income and the line item affected in the statement where net income is presented for the twelve months ended December 31, 20152018 and 2014:2017:
| | (Dollars in thousands) | | Year ended December 31, 2015 | | Year ended December 31, 2018 |
Details about accumulated other comprehensive income (loss) | | Amount reclassified from accumulated other comprehensive income (loss)(1) | | Affected line item in the statement where net income is presented | |
Details about accumulated other comprehensive (loss) income | | | Amount reclassified from accumulated other comprehensive (loss) income(1) | | Affected line item in the statement where net income is presented |
Unrealized gains and losses on available for sale securities | | $ | 10,817 |
| | Securities gains | | $ | 351 |
| | Securities gains, net |
| | | (81 | ) | | Income taxes |
| | | $ | 270 |
| | Net income |
| | | | |
Amortization of unrealized losses on securities available for sale transferred to held to maturity | | | $ | (17,106 | ) | | Net interest income |
| | (4,138 | ) | | Income taxes | | 3,934 |
| | Income taxes |
| | $ | 6,679 |
| | Net income | | $ | (13,172 | ) | | Net Income |
| | | | | | |
Amortization of defined benefit pension items | | | | | | |
Prior service costs | | $ | (210 | ) | | Employee benefits | | $ | (79 | ) | | Salaries and wages |
Actuarial losses | | (11,376 | ) | | Employee benefits | | (13,902 | ) | | Other |
| | (11,586 | ) | | Employee benefits | | (13,981 | ) | | Noninterest expense |
| | 4,988 |
| | Income taxes | | 3,216 |
| | Income taxes |
| | $ | (6,598 | ) | | Net income | | $ | (10,765 | ) | | Net income |
Total reclassifications for the period | | $ | 81 |
| | | $ | (23,667 | ) | |
| | | | | | |
| | Year ended December 31, 2014 | | Year ended December 31, 2017 |
Details about accumulated other comprehensive income (loss) | | Amount reclassified from accumulated other comprehensive income (loss)(1) | | Affected line item in the statement where net income is presented | |
Details about accumulated other comprehensive (loss) income | | | Amount reclassified from accumulated other comprehensive (loss) income(1) | | Affected line item in the statement where net income is presented |
Unrealized gains and losses on available for sale securities | | $ | 29,096 |
| | Securities gains | | $ | 4,293 |
| | Securities gains, net |
| | (11,224 | ) | | Income taxes | | (1,588 | ) | | Income taxes |
| | $ | 17,872 |
| | Net income | | $ | 2,705 |
| | Net income |
| | | | | | |
Amortization of defined benefit pension items | | | | | | |
Prior service costs | | $ | (210 | ) | | Employee benefits | | $ | (210 | ) | | Salaries and wages |
Actuarial losses | | (5,148 | ) | | Employee benefits | | (9,510 | ) | | Other |
| | (5,358 | ) | | Employee benefits | | (9,720 | ) | | Noninterest expense |
| | 2,084 |
| | Income taxes | | 3,596 |
| | Income taxes |
| | $ | (3,274 | ) | | Net income | | $ | (6,124 | ) | | Net income |
Total reclassifications for the period | | $ | 14,598 |
| | | $ | (3,419 | ) | |
(1) Amounts in parentheses indicate debits to profit/loss.
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE WV
PARENT COMPANY FINANCIAL STATEMENTS
| | Parent Company | Condensed Balance Sheets | | (Dollars in thousands) | December 31, 2015 | | December 31, 2014 | December 31, 2018 | | December 31, 2017 |
Assets | | | | | | |
Cash | $ | 26,285 |
| | $ | 24,026 |
| |
Cash and due from banks | | $ | 7,188 |
| | $ | 45,411 |
|
Overnight investments | | 385 |
| | 14,476 |
|
Investment in marketable equity securities | | 92,599 |
| | — |
|
Investment securities available for sale | 21,137 |
| | 110,644 |
| 6,456 |
| | 117,513 |
|
Investment in banking subsidiaries | 2,874,581 |
| | 2,750,201 |
| 3,314,292 |
| | 3,203,491 |
|
Investment in other subsidiaries | 43,117 |
| | 65,665 |
| 41,830 |
| | 41,165 |
|
Due from subsidiaries | — |
| | 295,994 |
| 814 |
| | 4 |
|
Note to banking subsidiaries | | 100,000 |
| | — |
|
Other assets | 73,944 |
| | 74,157 |
| 42,810 |
| | 46,674 |
|
Total assets | $ | 3,039,064 |
| | $ | 3,320,687 |
| $ | 3,606,374 |
| | $ | 3,468,734 |
|
Liabilities and Shareholders' Equity | | | | | | |
Short-term borrowings | $ | — |
| | $ | 485,207 |
| $ | — |
| | $ | 15,000 |
|
Long-term obligations | 133,775 |
| | 136,717 |
| 105,546 |
| | 107,479 |
|
Due to subsidiaries | 29,682 |
| | — |
| 299 |
| | 728 |
|
Other liabilities | 3,498 |
| | 11,169 |
| 11,575 |
| | 11,463 |
|
Shareholders' equity | 2,872,109 |
| | 2,687,594 |
| 3,488,954 |
| | 3,334,064 |
|
Total liabilities and shareholders' equity | $ | 3,039,064 |
| | $ | 3,320,687 |
| $ | 3,606,374 |
| | $ | 3,468,734 |
|
| | Parent Company | Condensed Income Statements | | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
Interest income | $ | 645 |
| | $ | 1,784 |
| | $ | 1,387 |
| |
Interest and dividend income | | $ | 1,362 |
| | $ | 921 |
| | $ | 1,110 |
|
Interest expense | 6,793 |
| | 9,694 |
| | 7,065 |
| 5,154 |
| | 4,814 |
| | 6,067 |
|
Net interest loss | (6,148 | ) | | (7,910 | ) | | (5,678 | ) | (3,792 | ) | | (3,893 | ) | | (4,957 | ) |
Dividends from banking subsidiaries | 75,006 |
| | 82,419 |
| | 131,006 |
| 242,910 |
| | 50,424 |
| | 90,055 |
|
Dividends from other subsidiaries | 23,500 |
| | — |
| | — |
| |
Marketable equity securities losses, net | | (7,610 | ) | | — |
| | — |
|
Other income | 1,870 |
| | 33,600 |
| | 3,620 |
| 347 |
| | 8,437 |
| | 9,330 |
|
Other operating expense | 2,634 |
| | 6,534 |
| | 2,344 |
| 11,127 |
| | 6,881 |
| | 5,641 |
|
Income before income tax benefit and equity in undistributed net income of subsidiaries | 91,594 |
| | 101,575 |
| | 126,604 |
| 220,728 |
| | 48,087 |
| | 88,787 |
|
Income tax benefit | (2,618 | ) | | (2,590 | ) | | (2,095 | ) | (5,184 | ) | | (5,395 | ) | | (730 | ) |
Income before equity in undistributed net income of subsidiaries | 94,212 |
| | 104,165 |
| | 128,699 |
| 225,912 |
| | 53,482 |
| | 89,517 |
|
Equity in undistributed net income of subsidiaries | 116,174 |
| | 34,397 |
| | 38,170 |
| 174,401 |
| | 270,270 |
| | 135,965 |
|
Net income | $ | 210,386 |
| | $ | 138,562 |
| | $ | 166,869 |
| $ | 400,313 |
| | $ | 323,752 |
| | $ | 225,482 |
|
FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| | Parent Company | Condensed Statements of Cash Flows | | Year ended December 31 | Year ended December 31 |
(Dollars in thousands) | 2015 | | 2014 | | 2013 | 2018 | | 2017 | | 2016 |
OPERATING ACTIVITIES | | | | | | | | | | |
Net income | $ | 210,386 |
| | $ | 138,562 |
| | $ | 166,869 |
| $ | 400,313 |
| | $ | 323,752 |
| | $ | 225,482 |
|
Adjustments | | | | | | | | | | |
Undistributed net income of subsidiaries | (116,174 | ) | | (34,397 | ) | | (38,170 | ) | (174,401 | ) | | (270,270 | ) | | (135,965 | ) |
Net amortization of premiums and discounts | (2,712 | ) | | 594 |
| | 334 |
| 88 |
| | 759 |
| | 398 |
|
Change in the fair value of marketable equity securities | | 7,610 |
| | — |
| | — |
|
Gain on extinguishment of debt | | (160 | ) | | (919 | ) | | (1,717 | ) |
Securities gains | (236 | ) | | (29,126 | ) | | — |
| — |
| | (8,003 | ) | | (9,446 | ) |
Gain on elimination of acquired debt | — |
| | (1,988 | ) | | — |
| |
Gain on sale of other assets | — |
| | — |
| | (1,331 | ) | |
Change in other assets | (3,070 | ) | | 93,385 |
| | (61,704 | ) | 3,657 |
| | (10,509 | ) | | (980 | ) |
Change in other liabilities | (1,157 | ) | | 2,250 |
| | (2,096 | ) | (2,595 | ) | | 6,310 |
| | 2,483 |
|
Net cash provided by operating activities | 87,037 |
| | 169,280 |
| | 63,902 |
| 234,512 |
| | 41,120 |
| | 80,255 |
|
INVESTING ACTIVITIES | | | | | | | | | | |
Net change in due from subsidiaries | 295,994 |
| | (150,328 | ) | | (67,154 | ) | |
Net change in loans | | (100,000 | ) | | — |
| | — |
|
Net change in due to subsidiaries | | (810 | ) | | (4 | ) | | — |
|
Net change in overnight investments | | 14,091 |
| | 11,681 |
| | (24,741 | ) |
Purchases of marketable equity securities | | (2,818 | ) | | — |
| | — |
|
Proceeds from sales of marketable equity securities | | 9,528 |
| | | | |
Purchases of investment securities | (7,818 | ) | | (33,243 | ) | | (126,197 | ) | (6,438 | ) | | (28,012 | ) | | (93,003 | ) |
Proceeds from sales, calls, and maturities of securities | 100,586 |
| | 114,208 |
| | 135,000 |
| 9,997 |
| | 32,463 |
| | 38,316 |
|
Investment in subsidiaries | — |
| | 1,579 |
| | 1,489 |
| |
Business acquisitions, net of cash acquired | — |
| | (24,772 | ) | | — |
| |
Net cash provided (used) by investing activities | 388,762 |
| | (92,556 | ) | | (56,862 | ) | |
Net cash (used) provided by investing activities | | (76,450 | ) | | 16,128 |
| | (79,428 | ) |
FINANCING ACTIVITIES | | | | | | | | | | |
Net change in due to subsidiaries | 29,682 |
| | — |
| | — |
| |
Net change in due from subsidiaries | | 429 |
| | (1,622 | ) | | 2,296 |
|
Net change in short-term borrowings | (485,207 | ) | | (1,211 | ) | | 12,860 |
| (15,000 | ) | | — |
| | — |
|
Retirement of long-term obligations | — |
| | (52,372 | ) | | — |
| |
Stock issuance costs | — |
| | (619 | ) | | — |
| |
Repayment of long-term obligations | | (1,840 | ) | | (4,081 | ) | | (5,302 | ) |
Repurchase of common stock | — |
| | — |
| | (321 | ) | (163,095 | ) | | — |
| | — |
|
Cash dividends paid | (18,015 | ) | | (11,543 | ) | | (8,663 | ) | (16,779 | ) | | (14,412 | ) | | (14,412 | ) |
Net cash (used) provided by financing activities | (473,540 | ) | | (65,745 | ) | | 3,876 |
| |
Net cash used by financing activities | | (196,285 | ) | | (20,115 | ) | | (17,418 | ) |
Net change in cash | 2,259 |
| | 10,979 |
| | 10,916 |
| (38,223 | ) | | 37,133 |
| | (16,591 | ) |
Cash balance at beginning of year | 24,026 |
| | 13,047 |
| | 2,131 |
| 45,411 |
| | 8,278 |
| | 24,869 |
|
Cash balance at end of year | $ | 26,285 |
| | $ | 24,026 |
| | $ | 13,047 |
| $ | 7,188 |
| | $ | 45,411 |
| | $ | 8,278 |
|
CASH PAYMENTS FOR: | | | | | | |
Interest | | $ | 5,154 |
| | $ | 4,814 |
| | $ | 4,006 |
|
Income taxes | | 73,806 |
| | 88,565 |
| | 108,741 |
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 24, 2016
|
| |
FIRST CITIZENS BANCSHARES, INC. (Registrant) | |
/S/ FRANK B. HOLDING, JR. | |
Frank B. Holding, Jr.
Chairman and Chief Executive Officer
| |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the Registrant and in the capacities indicated on February 24, 2016.
|
| | | | |
Signature | | Title | | Date |
| | |
/s/ FRANK B. HOLDING, JR.
Frank B. Holding, Jr.
| | Chairman and Chief Executive Officer | | February 24, 2016 |
| | |
/S/ CRAIG L. NIX
Craig L. Nix
| | Chief Financial Officer (principal financial officer) | | February 24, 2016 |
| | |
/S/ LORIE K. RUPP
Lorie K. Rupp
| | Vice President and Chief Accounting Officer (principal accounting officer) | | February 24, 2016 |
| | | | |
/s/ JOHN M. ALEXANDER, JR. *
��
John M. Alexander, Jr.
| | Director | | February 24, 2016 |
| | |
/s/ VICTOR E. BELL, III *
Victor E. Bell, III
| | Director | | February 24, 2016 |
| | |
/s/ HOPE HOLDING BRYANT *
Hope Holding Bryant
| | Director | | February 24, 2016 |
| | | | |
/s/ PETER M. BRISTOW *
Peter M. Bristow
| | Director | | February 24, 2016 |
|
| | | | |
Signature | | Title | | Date |
| | |
/s/ H. LEE DURHAM, JR. *
H. Lee Durham, Jr.
| | Director | | February 24, 2016 |
| | |
/s/ DANIEL L. HEAVNER *
Daniel L. Heavner
| | Director | | February 24, 2016 |
| | |
/s/ ROBERT R. HOPPE *
Robert R. Hoppe
| | Director | | February 24, 2016 |
| | | | |
/s/ LUCIUS S. JONES *
Lucius S. Jones
| | Director | | February 24, 2016 |
| | | | |
/s/ FLOYD L. KEELS *
Floyd L. Keels
| | Director | | February 24, 2016 |
| | |
/s/ ROBERT E. MASON, IV *
Robert E. Mason, IV
| | Director | | February 24, 2016 |
| | |
/s/ ROBERT T. NEWCOMB *
Robert T. Newcomb
| | Director | | February 24, 2016 |
| | |
/s/ JAMES M. PARKER *
James M. Parker
| | Director | | February 24, 2016 |
|
| | |
* | | Craig L. Nix hereby signs this Annual Report on Form 10-K on February 24, 2016, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith. |
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By: | | /S/ CRAIG L. NIX |
| | Craig L. Nix
As Attorney-In-Fact
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EXHIBIT INDEX
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2.1 | |
2.2 | |
2.3 | |
2.4 | |
2.5 | |
2.6 | |
2.7 | Agreement and Plan of Merger by and between Registrant and First Citizens Bancorporation, Inc., dated as of June 10, 2014 (incorporated by reference from Registrant’s Form 8-K dated June 10, 2014) |
2.8 | First Amendment to Agreement and Plan of Merger by and between Registrant and First Citizens Bancorporation, Inc., dated as of July 29, 2014 (incorporated by reference from Registrant’s Form 8-K dated July 29, 2014). |
3.1 | |
3.2 | |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
4.6 | |
4.7 | |
4.8 | |
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10.3 | |
10.4 | |
10.5 | |
10.6 | |
10.7 | |
10.8 | |
10.9 | |
10.10 | |
10.11 | |
10.12 | |
10.13 | |
10.14 | |
10.15 | Long-Term Compensation Plan 2012 award agreement between Registrant's subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., and Craig Nix (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2014) |
10.16 | Long-Term Compensation Plan 2012 award agreement between Registrant's subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., and Peter Bristow (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 2014) |
10.17 | |
10.1810.16 | |
21 | |
24 | |
31.1 | |
31.2 | |
32.1 | |
32.2 | |
99.1 | Proxy Statement for Registrant’s 2016 Annual Meeting (separately filed) |
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*101.INS | XBRL Instance Document (filed herewith) |
*101.SCH | XBRL Taxonomy Extension Schema (filed herewith) |
*101.CAL | XBRL Taxonomy Extension Calculation Linkbase (filed herewith) |
*101.LAB | XBRL Taxonomy Extension Label Linkbase (filed herewith) |
*101.PRE | XBRL Taxonomy Extension Presentation Linkbase (filed herewith) |
*101.DEF | XBRL Taxonomy Definition Linkbase (filed herewith) |
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* | | Interactive data files are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 20, 2019
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FIRST CITIZENS BANCSHARES, INC. (Registrant) | |
/S/ FRANK B. HOLDING, JR. | |
Frank B. Holding, Jr. Chairman and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the Registrant and in the capacities indicated on February 20, 2019.
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Signature | | Title | | Date |
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/s/ FRANK B. HOLDING, JR. Frank B. Holding, Jr. | | Chairman and Chief Executive Officer | | February 20, 2019 |
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/S/ CRAIG L. NIX Craig L. Nix | | Chief Financial Officer (principal financial officer) | | February 20, 2019 |
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/S/ JASON W. GROOTERS Jason W. Grooters | | Assistant Vice President and Chief Accounting Officer (principal accounting officer) | | February 20, 2019 |
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/s/ JOHN M. ALEXANDER, JR. * John M. Alexander, Jr. | | Director | | February 20, 2019 |
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/s/ VICTOR E. BELL, III * Victor E. Bell, III | | Director | | February 20, 2019 |
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/s/ HOPE HOLDING BRYANT * Hope Holding Bryant | | Director | | February 20, 2019 |
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/s/ PETER M. BRISTOW * Peter M. Bristow | | Director | | February 20, 2019 |
132 |
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Signature | | Title | | Date |
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/s/ H. LEE DURHAM, JR. * H. Lee Durham, Jr. | | Director | | February 20, 2019 |
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/s/ DANIEL L. HEAVNER * Daniel L. Heavner | | Director | | February 20, 2019 |
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/s/ ROBERT R. HOPPE * Robert R. Hoppe | | Director | | February 20, 2019 |
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/s/ FLOYD L. KEELS * Floyd L. Keels | | Director | | February 20, 2019 |
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/s/ ROBERT E. MASON, IV * Robert E. Mason, IV | | Director | | February 20, 2019 |
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/s/ ROBERT T. NEWCOMB * Robert T. Newcomb | | Director | | February 20, 2019 |
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* | | Craig L. Nix hereby signs this Annual Report on Form 10-K on February 20, 2019, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith. |
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By: | | /S/ CRAIG L. NIX |
| | Craig L. Nix As Attorney-In-Fact |