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FCNCA First Citizens Bancshares, Inc

Filed: 3 Nov 20, 4:31pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 10-Q
____________________________________________________
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2020
or
  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 001-16715
____________________________________________________
First Citizens BancShares, Inc.
(Exact name of Registrant as specified in its charter)
____________________________________________________
Delaware56-1528994
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
4300 Six Forks RoadRaleighNorth Carolina27609
(Address of principle executive offices)(Zip code)
(919)716-7000
(Registrant’s telephone number, including area code)
____________________________________________________
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, Par Value $1FCNCANasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series AFCNCPNasdaq Global Select Market
Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934.
Class B Common Stock, Par Value $1
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.    Yes     No  
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the Registrant was required to submit and post such files)    Yes      No  
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
Class A Common Stock—8,811,220 shares
Class B Common Stock—1,005,185 shares
(Number of shares outstanding, by class, as of October 30, 2020)


INDEX
 
2

PART I 
Item 1.Financial Statements
First Citizens BancShares, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands, unaudited)September 30, 2020December 31, 2019
Assets
Cash and due from banks$352,419 $376,719 
Overnight investments3,137,945 1,107,844 
Investment in marketable equity securities (cost of $100,408 at September 30, 2020 and $59,262 at December 31, 2019)93,074 82,333 
Investment securities available for sale (cost of $8,884,548 at September 30, 2020 and $7,052,152 at December 31, 2019)9,019,788 7,059,674 
Investment securities held to maturity (fair value of $761,252 at September 30, 2020 and $30,996 at December 31, 2019)747,732 30,996 
Loans held for sale120,305 67,869 
Loans and leases32,845,144 28,881,496 
Allowance for credit losses(223,936)(225,141)
Net loans and leases32,621,208 28,656,355 
Premises and equipment1,255,250 1,244,396 
Other real estate owned52,789 46,591 
Income earned not collected151,737 123,154 
Goodwill350,298 349,398 
Other intangible assets54,170 68,276 
Other assets710,158 610,891 
Total assets$48,666,873 $39,824,496 
Liabilities
Deposits:
Noninterest-bearing$18,234,561 $12,926,796 
Interest-bearing24,016,045 21,504,440 
Total deposits42,250,606 34,431,236 
Securities sold under customer repurchase agreements693,889 442,956 
Federal Home Loan Bank borrowings655,179 572,185 
Subordinated debt504,381 163,412 
Other borrowings92,456 148,318 
FDIC shared-loss payable15,313 112,395 
Other liabilities380,635 367,810 
Total liabilities44,592,459 36,238,312 
Shareholders’ equity
Common stock:
Class A - $1 par value (16,000,000 shares authorized; 8,811,220 and 9,624,310 shares issued and outstanding at September 30, 2020 and December 31, 2019 respectively)8,811 9,624 
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at September 30, 2020 and December 31, 2019)1,005 1,005 
Preferred stock - $0.01 par value (10,000,000 shares authorized; 345,000 and 0 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively)339,937 
Surplus44,081 
Retained earnings3,738,417 3,658,197 
Accumulated other comprehensive loss(13,756)(126,723)
Total shareholders’ equity4,074,414 3,586,184 
Total liabilities and shareholders’ equity$48,666,873 $39,824,496 
See accompanying Notes to Unaudited Consolidated Financial Statements.
3

First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Income
 Three months ended September 30Nine months ended September 30
(Dollars in thousands, except per share data, unaudited)2020201920202019
Interest income
Loans and leases$336,382 $315,012 $988,029 $909,167 
Investment securities interest and dividend income37,195 40,155 113,293 119,976 
Overnight investments757 7,151 5,828 20,820 
Total interest income374,334 362,318 1,107,150 1,049,963 
Interest expense
Deposits13,468 21,737 55,578 53,821 
Securities sold under customer repurchase agreements395 542 1,236 1,516 
Federal Home Loan Bank borrowings2,156 1,316 7,612 4,187 
Subordinated debt4,351 1,774 11,783 5,398 
Other borrowings305 524 1,488 796 
Total interest expense20,675 25,893 77,697 65,718 
Net interest income353,659 336,425 1,029,453 984,245 
Provision for credit losses4,042 6,766 52,949 23,714 
Net interest income after provision for credit losses349,617 329,659 976,504 960,531 
Noninterest income
Service charges on deposit accounts20,841 27,112 64,776 77,967 
Wealth management services26,369 25,212 75,152 74,786 
Cardholder services, net19,756 15,957 55,503 51,069 
Other service charges and fees7,892 8,237 22,829 23,823 
Merchant services, net6,763 6,034 18,014 18,324 
Mortgage income13,106 7,438 28,141 16,134 
Insurance commissions3,576 2,960 10,453 9,105 
ATM income1,537 1,635 4,354 4,771 
Marketable equity securities (losses) gains, net(2,701)(967)10,461 13,505 
Realized gains on investment securities available for sale, net21,425 1,136 54,972 6,855 
Other2,008 6,176 5,330 15,129 
Total noninterest income120,572 100,930 349,985 311,468 
Noninterest expense
Salaries and wages147,297 137,841 439,185 406,788 
Employee benefits31,788 28,358 100,663 91,090 
Occupancy expense27,990 28,163 85,026 82,810 
Equipment expense29,430 28,770 86,054 83,999 
Processing fees paid to third parties11,927 7,250 32,485 20,980 
FDIC insurance expense2,167 2,440 9,364 7,857 
Collection and foreclosure-related expenses2,168 3,044 10,171 9,725 
Merger-related expenses3,507 3,892 12,108 9,695 
Other35,388 30,667 108,256 98,535 
Total noninterest expense291,662 270,425 883,312 811,479 
Income before income taxes178,527 160,164 443,177 460,520 
Income taxes35,843 35,385 89,538 105,023 
Net income$142,684 $124,779 $353,639 $355,497 
Less: Preferred stock dividends4,636 9,426 
Net income available to common shareholders$138,048 $124,779 $344,213 $355,497 
Weighted average common shares outstanding9,836,629 11,060,462 10,137,321 11,286,984 
Net income per common share$14.03 $11.27 $33.96 $31.50 
See accompanying Notes to Unaudited Consolidated Financial Statements.
4

First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
 Three months ended September 30Nine months ended September 30
(Dollars in thousands, unaudited)2020201920202019
Net income$142,684 $124,779 $353,639 $355,497 
Other comprehensive income
Unrealized gains (losses) on securities available for sale:
Unrealized gains on securities available for sale arising during the period9,781 3,932 182,690 62,974 
Tax effect(2,251)(906)(42,019)(14,485)
Reclassification adjustment for realized gains on securities available for sale included in income before income taxes(21,425)(1,136)(54,972)(6,855)
Tax effect4,928 262 12,644 1,577 
Unrealized (losses) gains on securities available for sale arising during the period, net of tax(8,967)2,152 98,343 43,211 
Unrealized losses on securities available for sale transferred from/to held to maturity:
Reclassification adjustment for accretion of unrealized losses on securities available for sale transferred to held to maturity6,095 18,004 
Tax effect(1,402)(4,141)
Total change in unrealized losses on securities available for sale transferred to held to maturity, net of tax4,693 13,863 
Change in pension obligation:
Amortization of actuarial losses and prior service cost6,332 2,745 18,994 8,235 
Tax effect(1,457)(631)(4,370)(1,894)
Total change in pension obligation, net of tax4,875 2,114 14,624 6,341 
Other comprehensive income (loss)(4,092)8,959 112,967 63,415 
Total comprehensive income$138,592 $133,738 $466,606 $418,912 

See accompanying Notes to Unaudited Consolidated Financial Statements.

5

First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
Three months ended September 30
(Dollars in thousands, unaudited)Class A
Common Stock
Class B
Common Stock
Preferred
Stock
SurplusRetained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Balance at June 30, 2019$10,175 $1,005 $$303,880 $3,440,284 $(180,731)$3,574,613 
Net income— — — — 124,779 — 124,779 
Other comprehensive income, net of tax— — — — — 8,959 8,959 
Repurchase of 295,900 shares of Class A common stock(296)— — (135,090)— — (135,386)
Cash dividends declared ($0.40 per common share)
Class A common stock— — — — (4,081)— (4,081)
Class B common stock— — — — (402)— (402)
Balance at September 30, 2019$9,879 $1,005 $$168,790 $3,560,580 $(171,772)$3,568,482 
Balance at June 30, 2020$8,929 $1,005 $339,937 $$3,651,237 $(9,664)$3,991,444 
Net income— — — — 142,684 — 142,684 
Other comprehensive loss, net of tax— — — — — (4,092)(4,092)
Repurchase of 117,700 shares of Class A common stock(118)— — (46,942)— (47,060)
Cash dividends declared ($0.40 per common share)
Class A common stock— — — — (3,524)— (3,524)
Class B common stock— — — — (402)— (402)
Preferred stock dividends declared— — — — (4,636)— (4,636)
Balance at September 30, 2020$8,811 $1,005 $339,937 $$3,738,417 $(13,756)$4,074,414 
Nine months ended September 30
(Dollars in thousands, unaudited)Class A
Common Stock
Class B
Common Stock
Preferred
Stock
SurplusRetained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Balance at December 31, 2018$10,623 $1,005 $$493,962 $3,218,551 $(235,187)$3,488,954 
Net income— — — — 355,497 — 355,497 
Other comprehensive income, net of tax— — — — — 63,415 63,415 
Repurchase of 744,400 shares of Class A common stock(744)— — (325,172)— — (325,916)
Cash dividends declared ($1.20 per common share)
Class A common stock— — — — (12,262)— (12,262)
Class B common stock— — — — (1,206)— (1,206)
Balance at September 30, 2019$9,879 $1,005 $$168,790 $3,560,580 $(171,772)$3,568,482 
Balance at December 31, 2019$9,624 $1,005 $$44,081 $3,658,197 $(126,723)$3,586,184 
Cumulative effect of adoption of ASC 326— — — — 36,943 — 36,943 
Net income— — — — 353,639 — 353,639 
Other comprehensive income, net of tax— — — — — 112,967 112,967 
Issuance of preferred stock— — 339,937 — — 339,937 
Repurchase of 813,090 shares of Class A common stock(813)— — (44,081)(288,861)— (333,755)
Cash dividends declared ($1.20 per common share)
Class A common stock— — — — (10,869)— (10,869)
Class B common stock— — — — (1,206)— (1,206)
Preferred stock dividends declared— — — — (9,426)— (9,426)
Balance at September 30, 2020$8,811 $1,005 $339,937 $$3,738,417 $(13,756)$4,074,414 
See accompanying Notes to Unaudited Consolidated Financial Statements.
6

First Citizens BancShares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
 Nine months ended September 30
(Dollars in thousands, unaudited)20202019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$353,639 $355,497 
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses on loans and leases52,949 23,714 
Deferred tax expense16,227 43,939 
Net increase in current tax receivable(38,878)(33,433)
Depreciation and amortization81,169 77,024 
Net (decrease) increase in accrued interest payable(7,620)14,147 
Net increase in income earned not collected(28,025)(3,567)
Contribution to pension plans(100,000)(3,500)
Realized gains on investment securities available for sale, net(54,972)(6,855)
Marketable equity securities gains, net(10,461)(13,505)
Origination of loans held for sale(775,900)(518,894)
Proceeds from sale of loans held for sale743,508 490,261 
Gain on sale of loans held for sale(25,728)(10,607)
Net write-downs/losses on other real estate owned2,360 1,924 
Net amortization (accretion) of premiums and discounts4,599 (24,769)
Amortization of intangible assets18,589 17,934 
Net change in mortgage servicing rights(1,332)(3,770)
Net change in other assets(6,394)2,536 
Net change in other liabilities(7,472)(8,916)
Net cash provided by operating activities216,258 399,160 
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans outstanding(3,876,578)(629,705)
Purchases of investment securities available for sale(7,608,380)(3,706,949)
Purchases of investment securities held to maturity(856,047)(223,353)
Purchases of marketable equity securities(333,126)(23,238)
Proceeds from maturities, calls, and principal repayments of investment securities held to maturity134,736 305,479 
Proceeds from maturities, calls, and principal repayments of investment securities available for sale1,909,462 1,690,277 
Proceeds from sales of investment securities available for sale3,889,386 1,746,099 
Proceeds from sales of marketable equity securities332,762 12,739 
Net increase in overnight investments(1,994,972)(150,006)
Proceeds from sales of portfolio loans24,247 
Cash paid to FDIC for settlement of shared-loss agreement(99,468)
Proceeds from sales of other real estate owned19,683 18,892 
Proceeds from sales of premises and equipment46 128 
Purchases of premises and equipment(98,490)(89,219)
Business acquisitions, net of cash acquired(59,999)(73,792)
Net cash used in investing activities(8,640,985)(1,098,401)
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in time deposits(759,491)376,596 
Net increase in demand and other interest-bearing deposits8,556,808 701,426 
Net decrease in short-term borrowings(44,344)(138,741)
Repayment of long-term obligations(82,747)(43,545)
Origination of long-term obligations400,000 100,000 
Net proceeds from subordinated notes issuance345,849 
Net proceeds from preferred stock issuance339,937 
Repurchase of common stock(333,755)(321,263)
Cash dividends paid(21,830)(13,739)
Net cash provided by financing activities8,400,427 660,734 
Change in cash and due from banks(24,300)(38,507)
Cash and due from banks at beginning of period376,719 327,440 
Cash and due from banks at end of period$352,419 $288,933 
Nine months ended September 30
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:20202019
Transfers of loans to other real estate$10,295 $13,242 
Dividends declared but not paid3,926 4,397 
Net reclassification of portfolio loans (to) from loans held for sale(3,464)22,758 
Transfers of premises and equipment to other real estate8,133 2,184 
Unsettled common stock repurchases4,653 
See accompanying Notes to Unaudited Consolidated Financial Statements.
7

First Citizens BancShares, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
NOTE A - ACCOUNTING POLICIES AND BASIS OF PRESENTATION
First Citizens BancShares, Inc. (“BancShares”) is a financial holding company organized under the laws of Delaware and conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company (“FCB”), which is headquartered in Raleigh, North Carolina.
General
These consolidated financial statements and notes thereto are presented in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the consolidated financial position and consolidated results of operations have been made. The unaudited interim consolidated financial statements included in this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in BancShares’ Annual Report on Form 10-K for the year ended December 31, 2019.
Reclassifications
In certain instances, amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported cash flows, shareholders’ equity or net income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the amounts reported. Actual results could differ from those estimates. The estimates BancShares considers significant are the allowance for credit losses, fair value measurements, and income taxes.
Issuance of Preferred Stock and Subordinated Debt
On March 4, 2020, BancShares completed its public offering of $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due 2030 and redeemable at the option of BancShares starting in 2025. On March 12, 2020, BancShares issued and sold an aggregate of 13,800,000 depositary shares, each representing a 1/40th interest in a share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A Preferred Stock) for a total of $345 million. The capital raise provides liquidity for general corporate purposes, which may include, but is not limited to, providing capital to support our growth organically or through strategic acquisitions, financing investments and capital expenditures, for funding investments in First Citizens Bank as regulatory capital, and redeeming or repurchasing our common stock.
Share Repurchases
During the third quarter of 2020, BancShares repurchased 117,700 shares of Class A common stock for $47.1 million at an average cost per share of $399.82. During the third quarter of 2019, BancShares purchased a total of 295,900 shares of Class A common stock for $135.4 million at an average cost per share of $457.50. During the nine months ended September 30, 2020, BancShares repurchased 813,090 shares of Class A common stock for $333.8 million at an average cost per share of $410.48. During the nine months ended September 30, 2019, BancShares repurchased a total of 744,400 shares of Class A common stock for $325.9 million at an average cost per share of $437.84. All Class A common stock repurchases were consummated under previously approved authorizations.
The share repurchases during 2020 and 2019 included 45,000 shares and 50,000 shares, respectively, of Class A common stock repurchased from Ella Ann Holding, as trustee of her revocable trust. Pursuant to the existing share repurchase authorization and BancShares’ related person transaction policy, the Board of Director’s (the “Board”) independent Audit Committee reviewed and approved the repurchase of up to 250,000 shares held by Mrs. Holding on or before April 30, 2020.
Upon expiration of the most recent share repurchase authorization on July 31, 2020, share repurchase activity has ended and will be reevaluated in subsequent periods.
8

Small Business Administration Paycheck Protection Program
The Small Business Administration Paycheck Protection Program (“SBA-PPP”) is one of the centerpieces of the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”), which was passed on March 27, 2020 in response to the outbreak of coronavirus (“COVID-19”) and was supplemented with subsequent legislation. Overseen by the United States (“U.S.”) Treasury Department, the SBA-PPP offers cash-flow assistance to nonprofit and small business employers through guaranteed loans for expenses incurred between February 15, 2020, and August 8, 2020. Borrowers are eligible for forgiveness of principal and accrued interest on SBA-PPP loans to the extent that the proceeds were used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of between eight and 24-weeks after the loan is made as long as the borrower retains its employees and their compensation levels. The CARES Act authorized the SBA to temporarily guarantee these loans. The SBA began processing forgiveness payments during the fourth quarter of 2020.
Due to the unique nature of these provisions, SBA-PPP loans have been disclosed as a separate loan class. Origination fees received from the SBA are capitalized into the carrying amount of the loans. The deferred fee income, net of origination costs, is recognized over the life of the loan as an adjustment to yield using the effective interest method. As of September 30, 2020, loans outstanding of $3.11 billion have generated $28.9 million and $47.9 million of interest income during the three and nine month periods ended September 30, 2020, respectively. Remaining unamortized deferred fees and costs on SBA-PPP loans are $76.0 million as of September 30, 2020.
Recently Adopted Accounting Pronouncements
Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2018-13 - Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
This ASU modifies the disclosure requirements on fair value measurements by eliminating the requirements to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy (2) the policy for timing of transfers between levels and (3) the valuation processes for Level 3 fair value measurements. This ASU also added specific disclosure requirements for fair value measurements for public business entities including the requirement to disclose the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.
BancShares adopted this ASU during the first quarter of 2020 and have made all applicable updates to the disclosure within the Notes to the Unaudited Consolidated Financial Statements.
FASB ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
This ASU eliminates Step 2 from the goodwill impairment test. Under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative test.
BancShares adopted this ASU during the first quarter 2020 with no impact to our consolidated financial position or consolidated results of operations as a result of the adoption. There was 0 impairment recorded as a result of our annual assessment during the third quarter of 2020.
FASB ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
This ASU (and all subsequent ASUs on this topic) introduce the current expected credit loss (“CECL”) model, a new credit loss methodology, replacing multiple existing impairment methods in current GAAP, which generally require that a loss be incurred before it is recognized. The amendments in this ASU require loss estimates be determined over the lifetime of the asset and broaden the information that an entity must consider in developing its expected credit losses. The ASU does not specify a method for measuring expected credit losses and allows an entity to apply methods that reasonably reflect its expectations of the credit loss estimate based on the entity's size, complexity and risk profile. In addition, the disclosures of credit quality indicators in relation to the amortized cost of financing receivables, a current disclosure requirement, are further disaggregated by year of origination.
9

BancShares adopted this ASU (and all subsequent ASUs on this topic) as of January 1, 2020 using the modified retrospective approach for all loans, leases, debt securities designated as held to maturity, and unfunded loan commitments. BancShares adopted the ASU using the prospective approach for debt securities available for sale and purchased credit deteriorated (“PCD”) loans previously accounted for under Accounting Standard Codification (“ASC”) ASC 310-30. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. BancShares made changes to loan classifications and segmentation in order to align with ASC 326 requirements and facilitate CECL modeling. Using this updated segmentation, BancShares developed new loan level models to estimate the allowance for credit losses (“ACL”) and facilitate revised disclosures.
The information presented below represents changes from Note A, Accounting Policies and Basis of Presentation, included in BancShares’ Annual Report on Form 10-K for the year ended December 31, 2019, as well as information on the impact of adoption.
Accounting Policy - Debt Securities
BancShares classifies debt securities as held to maturity (“HTM”) or available for sale (“AFS”). Debt securities are classified as HTM when BancShares has the intent and ability to hold the securities to maturity and are reported at amortized cost. Other debt securities are classified as AFS and reported at estimated fair value, with unrealized gains and losses, net of income taxes, reported in Accumulated Other Comprehensive Income (“AOCI”). Amortization of premiums and accretion of discounts for debt securities are included in interest income. Realized gains and losses from the sale of debt securities are determined by specific identification on a trade date basis and are included in noninterest income.
BancShares performs pre-purchase due diligence and evaluates the credit risk of AFS and HTM debt securities purchased directly into our portfolio or via acquisition. If securities have evidence of more than insignificant credit deterioration since issuance, they are designated as purchased credit deteriorated (“PCD”). PCD securities are recorded at fair value at the date of acquisition which includes an associated allowance that is added to the purchase price or fair value to arrive at the Day 1 amortized cost basis. The difference between the purchase price and the Day 1 amortized cost is amortized or accreted to interest income over the contractual life of the securities using the effective interest method.
For AFS securities, management performs a quarterly analysis of the investment portfolio to evaluate securities currently in an unrealized loss position for potential credit-related impairment. If BancShares intends to sell a security, or does not have the intent and ability to hold a security before recovering the amortized cost, the entirety of the unrealized loss is immediately recorded in earnings. For the remaining securities, an analysis is performed to determine if any portion of the unrealized loss recorded relates to credit impairment. If credit related impairment exists, the amount is recorded through the ACL and related provision. This review includes indicators such as changes in credit rating, delinquency, bankruptcy or other significant news event impacting the issuer.
BancShares’ portfolio of HTM debt securities is made up of mortgage-backed securities issued by government agencies and government sponsored entities. Given the historically strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, we determined 0 expected credit losses on the HTM portfolio.
Accounting Policy - Loans and Leases
BancShares’ accounting methods for loans and leases depends on whether they are originated or purchased, and if purchased, whether or not the loans reflect more than insignificant credit deterioration since origination as of the date of acquisition.
Non-Purchased Credit Deteriorated Loans
Non-Purchased Credit Deteriorated (“Non-PCD”) loans consist of loans originated by BancShares and loans purchased from other institutions that do not reflect more than insignificant credit deterioration at acquisition.
Originated loans for which management has the intent and ability to hold for the foreseeable future are classified as held for investment and carried at the principal amount outstanding net of any unearned income, charge-offs and unamortized fees and costs. Nonrefundable fees collected and certain direct costs incurred related to loan originations are deferred and recorded as an adjustment to loans outstanding. The net amount of the nonrefundable fees and costs is amortized to interest income over the contractual lives using methods that approximate a constant yield.
Purchased loans which do not reflect more than insignificant credit deterioration at acquisition are classified as non-PCD loans. These loans are recorded at fair value at the date of acquisition and an initial allowance is recorded on these assets as provision expense at the date of acquisition. The difference between the fair value and the unpaid principal balance at the acquisition date is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.
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Purchased Credit Deteriorated Loans
Purchased loans which reflect a more than insignificant credit deterioration since origination as of the date of acquisition are classified as PCD and are recorded at acquisition-date amortized cost, which is the purchase price or fair value in a business combination, plus our initial estimate of expected credit losses. The difference between the unpaid principal balance and the acquisition date amortized cost is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.
The performance of all loans within the BancShares portfolio is subject to a number of external risks, including but not limited to changes in the overall health of the economy, declines in real estate or other collateral values, changes in the demand for products and services and personal events, such as death, disability or change in marital status. BancShares evaluates and reports its non-PCD and PCD loan portfolios separately, and each non-PCD portfolio is further divided into commercial and consumer segments based on the type of borrower, purpose, collateral and/or our underlying credit management processes. Additionally, non-PCD commercial and consumer loans are assigned to loan classes, which further disaggregate the loan portfolio. PCD loans are reported as a single loan segment and class.
Upon adoption of ASC 326, owner occupied and non-owner occupied commercial real estate were segregated into separate classes within the commercial segment. Similarly, consumer auto was segregated into its own class within the consumer segment. These enhancements were made to capture the unique credit characteristics used in our CECL models. Information for reporting periods beginning after January 1, 2020 are presented in accordance with ASC 326 and reflect changes to the respective classes, while prior period amounts continue to be reported in accordance with previously applicable GAAP and have not been reclassified to conform to the current financial statement presentation.
The following represent our classes of loans as of January 1, 2020 upon adoption of ASC 326 (with the exception of SBA-PPP, which was added during second quarter 2020):
Commercial loans and leases
Construction and land development - Construction and land development consists of loans to finance land for development of commercial or residential real property and construction of multifamily apartments or other commercial properties. These loans are highly dependent on the supply and demand for commercial real estate as well as the demand for newly constructed residential homes and lots acquired for development. Deterioration in demand could result in decreased collateral values, which could make repayments of outstanding loans difficult for customers.
Owner occupied commercial mortgage - Owner occupied commercial mortgages consists of loans to purchase or re-finance owner occupied nonresidential properties. This includes office buildings, other commercial facilities, and farmland. Commercial mortgages secured by owner occupied properties are primarily dependent on the ability of borrowers to achieve business results consistent with those projected at loan origination. While these loans and leases are collateralized by real property in an effort to mitigate risk, it is possible the liquidation of collateral will not fully satisfy the obligation.
Non-owner occupied commercial mortgage - Non-owner occupied commercial mortgage consists of loans to purchase or refinance investment nonresidential properties. This includes office buildings and other facilities rented or leased to unrelated parties, as well as farmland and multifamily properties. The primary risk associated with income producing commercial mortgage loans is the ability of the income-producing property that collateralizes the loan to produce adequate cash flow to service the debt. While these loans and leases are collateralized by real property in an effort to mitigate risk, it is possible the liquidation of collateral will not fully satisfy the obligation.
Commercial and industrial and leases - Commercial and industrial loans consist of loans or lines of credit to finance accounts receivable, inventory or other general business needs, business credit cards, and lease financing agreements for equipment, vehicles, or other assets. The primary risk associated with commercial and industrial and lease financing loans is the ability of borrowers to achieve business results consistent with those projected at origination. Failure to achieve these projections presents risk the borrower will be unable to service the debt consistent with the contractual terms of the loan or lease.
SBA-PPP - These loans were originated as part of the SBA-PPP to finance payroll and other costs for nonprofit and small businesses impacted by the COVID-19 pandemic. These loans are guaranteed by the SBA and borrowers have the ability to qualify for loan forgiveness through the U.S. Treasury.
Consumer loans
Residential mortgage - Residential mortgage consists of loans to purchase or refinance the borrower’s primary dwelling, secondary residence or vacation home and are often secured by 1-4 family residential property. Significant and rapid declines in real estate values can result in borrowers having debt levels in excess of the current market value of the collateral.
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Revolving mortgage - Revolving mortgage consists of home equity lines of credit and other lines of credit secured by first or second liens on the borrower’s primary residence. These loans are secured by both senior and junior liens on the residential real estate and are particularly susceptible to declining collateral values. This risk is elevated for loans secured by junior lines as a substantial decline in value could render the junior lien position effectively unsecured.
Construction and land development - Construction and land development consists of loans to construct a borrower’s primary or secondary residence or vacant land upon which the owner intends to construct a dwelling at a future date. These loans are typically secured by undeveloped or partially developed land in anticipation of completing construction of a 1-4 family residential property. There is risk these construction and development projects can experience delays and cost overruns exceeding the borrower’s financial ability to complete the project. Such cost overruns can result in foreclosure of partially completed and unmarketable collateral.
Consumer auto loans - Consumer auto loans consist of installment loans to finance purchases of vehicles. These loans include direct auto loans originated in bank branches, as well indirect auto loans originated through agreements with auto dealerships. The value of the underlying collateral within this class is at risk of potential rapid depreciation which could result in unpaid balances in excess of the collateral.
Other consumer - Other consumer loans consist of loans to finance unsecured home improvements, student loans and revolving lines of credit that can be secured or unsecured, including personal credit cards. The value of the underlying collateral within this class is at risk of potential rapid depreciation which could result in unpaid balances in excess of the collateral.
Accounting Policy - Nonperforming Assets and Troubled Debt Restructurings
Nonperforming Assets
Nonperforming assets (“NPAs”) include nonaccrual loans, past due securities and foreclosed property. Foreclosed property consists of real estate and other assets acquired as a result of loan defaults and is discussed below.
All loans are classified as past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent. Loans are generally placed on nonaccrual when principal or interest becomes 90 days past due or when it is probable the principal or interest is not fully collectible. When loans are placed on nonaccrual, all previously uncollected accrued interest is reversed from interest income and the ongoing accrual of interest is discontinued. All payments received thereafter are applied as a reduction of the remaining principal balance as long as doubt exists as to the ultimate collection of the principal. Loans and leases are generally removed from nonaccrual status when they become current for a sustained period of time and there is no longer concern as to the collectability of principal and interest.
Securities are also classified as past due when the payment of principal and interest based upon contractual terms is greater than 30 days delinquent. Missed interest payments on securities are rare. We review all securities with delinquent interest and immediately charge off any accrued interest determined to be uncollectible.
Troubled Debt Restructurings
A loan is considered a troubled debt restructuring (“TDR”) when both of the following occur: (1) a modification to a borrower’s debt agreement is made and (2) a concession is granted for economic or legal reasons related to a borrower’s financial difficulties that otherwise would not be granted. TDR concessions could include short-term deferrals of interest, modifications of payment terms, or (in certain limited instances) forgiveness of principal or interest. Loans restructured as a TDR are treated and reported as such for the remaining life of the loan. TDR loans can be nonaccrual or accrual, depending on the individual facts and circumstances of the borrower. In circumstances where a portion of the loan balance is charged-off, the remaining balance is typically classified as nonaccrual.
Accounting Policy - Allowance for Credit Losses
Loans
Loans within the various reporting classes are segregated into pools with similar risk characteristics and models are built to estimate the ACL. These loan level ACL models estimate the probability of default and loss given default for individual loans within the risk pool based on historical loss experience, borrower characteristics, collateral type, forecasts of relevant economic conditions, expected future recoveries and other factors. Pools for estimating the ACL are aggregated into loan classes, as described above, which roll up into commercial and consumer loan segments. Non-PCD and PCD loans are modeled together within the loan level models using acquired and PCD indicator variables to provide differentiation of individual loan risk. BancShares uses a two year reasonable and supportable forecast period which incorporates economic forecasts at the time of evaluation. For most pools, BancShares uses a 12-month straight-line reversion period to historical averages for model inputs; however for the consumer other, consumer card and commercial card pools, immediate reversion to historical net loss rates is utilized.
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The ACL for SBA-PPP loans originated during 2020 are separately evaluated given the explicit government guarantee. This analysis, which incorporated historical experience with similar SBA guarantees and underwriting, concluded the likelihood of loss was remote and therefore these loans were assigned a 0 expected credit loss in the ACL.
The ACL represents management’s best estimate of credit losses expected over the life of the loan, adjusted for expected contractual payments and the impact of prepayment expectations. Prepayment assumptions were developed through a review of BancShares’ historical prepayment activity and began with a review of prepayment assumptions utilized in other modeling activities. Estimates for loan losses are determined by analyzing quantitative and qualitative components present as of the evaluation date. Adjustments to the ACL are recorded with a corresponding entry to provision for credit losses. Loan balances considered uncollectible are charged-off against the ACL. Recoveries of amounts previously charged-off are credited to the ACL.
A primary component of determining the ACL on loans is the actual net loss history of the various loan pools. For commercial pools, key factors utilized in the models include delinquency trends as well as macroeconomic variables such as unemployment and commercial real estate price index. For consumer pools, key factors include delinquency trends and the borrower’s original credit score, as well as other macroeconomic variables such as unemployment, gross domestic product, home price index, and commercial real estate index. As the models project losses over the life of the loans, prepayment assumptions also serve as significant inputs. Model outputs may be adjusted through a qualitative assessment to reflect economic conditions and trends not captured within the models including credit quality, concentrations, and significant policy and underwriting changes.
Within our ACL model, TDRs meet the definition of default and are given a 100% probability of default rating. TDRs are not individually evaluated unless determined to be collateral-dependent. Therefore, loss given default is calculated based on the individual risk characteristics of the loan as defined in the model.
When loans do not share risk characteristics similar to others in the pool, the ACL is evaluated on an individual basis. Given that BancShares' CECL models are loan level models, the population of loans evaluated individually is minimal and consists primarily of loans greater than $500 thousand and determined to be collateral-dependent. BancShares elected the practical expedient allowed under ASC 326 to assess the collectability of these loans, where repayment is expected to be provided substantially through operation or sale of collateral, based on the fair value of the underlying collateral. The fair value of the collateral is estimated using appraised and market values (appropriately adjusted for an assessment of the sales and marketing costs when applicable). A specific allowance is established, or partial charge-off is recorded, for the difference between the excess amortized cost of loan and the collateral’s estimated fair value.
Accrued Interest Receivable
BancShares has elected not to measure an ACL for accrued interest receivable and has excluded it from the amortized cost basis of loans and held to maturity debt securities as our accounting policies and credit monitoring provide that uncollectible accrued interest is reversed or written off against interest income in a timely manner.
Unfunded Commitments
A reserve for unfunded commitments is established for off-balance sheet exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e. commitment cannot be canceled at any time). These unfunded commitments are assessed to determine both the probability of funding as well the expectation of future losses. The expected funding balance is used in the probability of default and loss given default models to determine the reserve. The reserve for unfunded commitments was $14.0 million at September 30, 2020, and is recorded within other liabilities with changes recorded through other expense.
Adoption Impact
Upon adoption, BancShares recorded a net decrease of $37.9 million in the ACL which included a reduction of $56.9 million in the ACL on non-PCD loans, offset by an increase of $19.0 million in the ACL on PCD loans. The $56.9 million reduction in the ACL on non-PCD loans, as well as an $8.9 million increase in the reserve for unfunded commitments, net of deferred taxes, resulted in an increase in retained earnings of $36.9 million. The $19.0 million increase in the ACL on PCD loans was a reclassification of the PCD credit discount and resulted in a gross up of loan balances by this same amount and did not have any effect on retained earnings. Impact to total capital and capital ratios was not significant and we did not elect the capital phase-in option allowable for regulatory reporting purposes. There was 0 ACL recorded on debt securities held to maturity at adoption.
The largest changes in the ACL, affecting beginning retained earnings as a result of the adoption, were decreases in the ACL on commercial loan segments as these portfolios have exhibited strong historical credit performance and have relatively short average lives. The reduction in ACL on these segments was partially offset by increases in ACL on our consumer loan segments primarily due to their longer average lives. The increase in the reserve for unfunded commitments was primarily due to increases in the scope of off-balance sheet exposures considered in this estimate due to the provisions in ASC 326.
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BancShares adopted this ASU using the prospective transition approach for PCD loans previously accounted for under ASC 310-30. In accordance with the standard, we did not assess whether purchased credit impaired (“PCI”) loans met the criteria of PCD as of the date of adoption and all loans previously classified as PCI were updated to the PCD classification. Pools utilized for PCI accounting under ASC 310-30 were dissolved upon adoption. Loans from performing PCI pools, not previously considered nonaccrual of $47.0 million, were reclassified into nonaccrual status as a result of adoption. PCD loans were assessed using the loan level probability of default and loss given default models, as well as utilizing prior specific loan reviews to inform the initial PCD loan ACL. The ACL for PCD loans increased as a result of adoption and the amortized cost basis of these loans was adjusted to reflect the transfer of this amount from credit discount to ACL. The remaining noncredit discount will be accreted into interest income at the effective interest rate as of January 1, 2020. At the date of adoption, no securities were determined to be PCD.
BancShares also adopted this ASU under the prospective transition approach for debt securities available for sale. No previously recorded other than temporary impairment was reported on the portfolio of debt securities.
Recently Issued Accounting Pronouncements
FASB ASU 2018-14 - Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by eliminating the requirement to disclose the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and adding a requirement to disclose an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.
The amendments in this ASU are effective for public entities for fiscal years ending after December 15, 2020. Early adoption is permitted for all entities. BancShares will adopt all applicable amendments and update the disclosures as appropriate during the fourth quarter of 2020.
NOTE B - BUSINESS COMBINATIONS
Recently Announced Business Combinations
CIT Group Inc.
On October 15, 2020, BancShares and CIT Group Inc., a Delaware corporation (“CIT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among BancShares, FCB, FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (“Merger Sub”), and CIT, the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CIT, with CIT as the surviving entity (the “First-Step Merger”), and as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the “Mergers”). The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank (together with the Mergers, the “Transaction”).
The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. Subject to the fulfillment of customary closing conditions, the parties anticipate that the Transaction will close in the first half of 2021.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of CIT common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“CIT Common Stock”), except for certain shares of CIT Common Stock owned by CIT or BancShares, will be converted into the right to receive .06200 shares of BancShares Class A common stock, par value $1.00 per share. Holders of CIT Common Stock will receive cash in lieu of fractional shares.
In addition, at the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of CIT and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of CIT issued and outstanding will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of BancShares and one share of a newly created series of preferred stock, Series C, of BancShares, respectively.
The Merger Agreement requires that, effective as of the Effective Time, the Boards of Directors of the combined company and the combined bank will consist of 14 directors, (i) 11 of whom will be members of the current Board of Directors of BancShares, and (ii) three of whom will be selected from among the current Board of Directors of CIT and will include as one of those three Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT.
Completed Business Combinations
BancShares evaluated the financial statement significance for all business combinations completed during 2020 and concluded the completed business combinations noted below are not material to its consolidated financial statements, individually or in aggregate, and therefore, pro forma financial data is not included.
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Each transaction is accounted for under the acquisition method of accounting and, accordingly, assets acquired and liabilities assumed are recorded at their estimated fair values as of the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding closing date fair value becomes available.
As part of the accounting for each acquisition, we perform an analysis of the acquired bank’s loan portfolio and based on such credit factors as past due status, nonaccrual status, life-to-date charge-offs and other quantitative and qualitative considerations segregate the acquired loans into PCD loans and non-PCD loans. PCD loans are accounted for under ASC 326-20, and non-PCD loans which do not meet this criteria are accounted for under ASC 310-20. Additionally, we perform an analysis of the acquired bank’s portfolio of debt securities to determine if any debt securities should be designated PCD.
Community Financial Holding Company, Inc.
On February 1, 2020, FCB completed the merger of Duluth, Georgia-based Community Financial Holding Company, Inc. (“Community Financial”) and its bank subsidiary, Gwinnett Community Bank. Under the terms of the agreement, total cash consideration of $2.3 million was paid to the shareholders of Community Financial. The merger allows FCB to expand its presence and enhance banking efforts in Georgia.
The fair value of the assets acquired was $221.4 million, including $110.6 million in non-PCD loans, $23.4 million in PCD loans, net of an ACL of $1.2 million, and $536 thousand in a core deposit intangible. No debt securities purchased in the transaction were designated PCD. Liabilities assumed were $219.8 million, of which $209.3 million were deposits. As a result of the transaction, FCB recorded $686 thousand of goodwill. The amount of goodwill represents the excess purchase price over the estimated fair value of the net assets acquired. The premium paid reflects the increased market share and related synergies expected to result from the acquisition. None of the goodwill was deductible for income tax purposes as the merger was accounted for as a qualified stock purchase.
The following table provides the purchase price as of the acquisition date and the identifiable assets acquired and liabilities assumed at their estimated fair values:
(Dollars in thousands)As recorded by FCB
Purchase price$2,320 
Assets
Cash and due from banks$1,085 
Overnight investments35,129 
Investment securities30,146 
Loans133,989 
Premises and equipment7,624 
Other real estate owned9,813 
Income earned not collected558 
Intangible assets536 
Other assets2,520 
Total assets acquired221,400 
Liabilities
Deposits209,340 
Borrowings9,925 
Other liabilities501 
Total liabilities assumed$219,766 
Fair value of net assets acquired1,634 
Goodwill recorded for Community Financial$686 
Merger-related expenses of $342 thousand and $2.1 million were recorded for the three and nine months ended September 30, 2020, respectively. Loan-related interest income generated from Community Financial was approximately $4.1 million since the acquisition date. The ongoing contribution of this transaction to BancShares’ financial statements is not considered material, and therefore pro forma financial data is not included.
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Entegra Financial Corp.
On December 31, 2019, FCB completed the merger of Franklin, North Carolina-based Entegra Financial Corp. (“Entegra”) and its bank subsidiary, Entegra Bank. In order to obtain regulatory approval, FCB entered into an agreement for Select Bank & Trust Company (“Select Bank”) to purchase three North Carolina branches, located in Highlands, Sylva and Franklin. On April 17, 2020, FCB completed the divestiture of the branches including loans and leases, premises and equipment and total deposits with fair values of $110.1 million, $2.1 million and $184.8 million, respectively. The Select Bank purchase price for the divested branches included an 8% premium for deposits acquired that was applied against goodwill generated as part of the merger with Entegra Bank.
NOTE C - INVESTMENTS
Information for reporting periods beginning after January 1, 2020 are presented in accordance with ASC 326 and reflect changes required by the adoption of this standard which includes evaluating held to maturity and available for sale debt securities to determine the need to record a related allowance for credit losses. Prior period information continues to be reported in accordance with previously applicable GAAP. See Note A - Accounting Policies and Basis for Presentation for more detail on our policies and adoption.
The amortized cost and fair value of investment securities at September 30, 2020 and December 31, 2019, were as follows:
September 30, 2020
(Dollars in thousands)CostGross
unrealized
gains
Gross unrealized
losses
Allowance for credit lossesFair
value
Investment securities available for sale
U.S. Treasury$654,588 $174 $$$654,762 
Government agency659,260 642 4,961 654,941 
Residential mortgage-backed securities5,968,192 101,788 312 6,069,668 
Commercial mortgage-backed securities1,058,640 32,004 434 1,090,210 
Corporate bonds543,868 9,132 2,793 550,207 
Total investment securities available for sale$8,884,548 $143,740 $8,500 $$9,019,788 
Investment in marketable equity securities100,408 3,353 10,687 93,074 
Investment securities held to maturity
Residential mortgage-backed securities614,489 12,905 627,394 
Commercial mortgage-backed securities130,987 650 35 131,602 
Other2,256 2,256 
Total investment securities held to maturity747,732 13,555 35 761,252 
Total investment securities$9,732,688 $160,648 $19,222 $$9,874,114 
December 31, 2019
(Dollars in thousands)CostGross
unrealized
gains
Gross unrealized
losses
Fair
value
Investment securities available for sale
U.S. Treasury$409,397 $602 $$409,999 
Government agency684,085 928 2,241 682,772 
Residential mortgage-backed securities5,269,060 13,417 15,387 5,267,090 
Commercial mortgage-backed securities373,105 6,974 59 380,020 
Corporate bonds198,278 3,420 132 201,566 
State, county and municipal118,227 118,227 
Total investment securities available for sale$7,052,152 $25,341 $17,819 $7,059,674 
Investment in marketable equity securities59,262 23,304 233 82,333 
Investment securities held to maturity
Other30,996 30,996 
Total investment securities held to maturity30,996 30,996 
Total investment securities$7,142,410 $48,645 $18,052 $7,173,003 
Investments in residential and commercial mortgage-backed securities represent securities issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. Investments in government agency securities represent securities issued by the United States Small Business Administration. Investments in corporate bonds and marketable equity securities represent positions in securities of other financial institutions. Other held to maturity investments include certificates of deposit with other financial institutions.
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BancShares also holds approximately 354,000 shares of Visa Class B common stock. BancShares’ Visa Class B shares are not considered to have a readily determinable fair value and are recorded at $0. BancShares held FHLB stock of $45.4 million and $43.0 million and other non-marketable equity securities of $13.5 million and $12.5 million at September 30, 2020 and December 31, 2019, respectively. These securities are recorded at cost within other assets.
As of September 30, 2020 and January 1, 2020, no ACL was required for available for sale and held to maturity debt securities. At September 30, 2020, accrued interest receivables for available for sale and held to maturity debt securities were $23.6 million and $1.7 million, respectively, and were excluded from the estimate of credit losses. During the three and nine months ended September 30, 2020, 0 accrued interest was deemed uncollectible and written off against interest income.

The following table provides the amortized cost and fair value by contractual maturity for investment securities available for sale and held to maturity. Expected maturities will differ from contractual maturities on certain securities because issuers and borrowers of underlying collateral may have the right to call or prepay obligations with or without prepayment penalties.
 September 30, 2020December 31, 2019
(Dollars in thousands)CostFair
value
CostFair
value
Investment securities available for sale
Non-amortizing securities maturing in:
One year or less$655,609 $655,779 $406,325 $406,927 
One through five years71,262 72,446 24,496 24,971 
Five through 10 years456,620 461,847 185,209 187,868 
Over 10 years14,965 14,897 109,872 110,026 
Government agency659,260 654,941 684,085 682,772 
Residential mortgage-backed securities5,968,192 6,069,668 5,269,060 5,267,090 
Commercial mortgage-backed securities1,058,640 1,090,210 373,105 380,020 
Total investment securities available for sale$8,884,548 $9,019,788 $7,052,152 $7,059,674 
Investment securities held to maturity
Non-amortizing securities maturing in:
One year or less1,507 1,507 30,746 30,746 
One through five years749 749 250 250 
Residential mortgage-backed securities614,489 627,394 
Commercial mortgage-backed securities130,987 131,602 
Total investment securities held to maturity$747,732 $761,252 $30,996 $30,996 
The following table provides the gross realized gains and losses on the sales of investment securities available for sale for the three and nine months ended September 30, 2020 and 2019:
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Gross realized gains on sales of investment securities available for sale$21,425 $1,326 $55,651 $7,045 
Gross realized losses on sales of investment securities available for sale190 679 190 
Net realized gains on sales of investment securities available for sale$21,425 $1,136 $54,972 $6,855 
The following table provides the realized and unrealized gains and losses on marketable equity securities for the three and nine months ended September 30, 2020 and 2019:
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Marketable equity securities (losses) gains, net$(2,701)$(967)$10,461 $13,505 
Less net gains recognized on marketable equity securities sold2,568 714 39,884 3,029 
Unrealized gains (losses) recognized on marketable equity securities held$(5,269)$(1,681)$(29,423)$10,476 
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The following table provides information regarding securities with unrealized losses as of September 30, 2020 and December 31, 2019:
September 30, 2020
 Less than 12 months12 months or moreTotal
(Dollars in thousands)Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Investment securities available for sale
Government agency$187,167 $2,570 $338,169 $2,391 $525,336 $4,961 
Residential mortgage-backed securities161,578 259 23,717 53 185,295 312 
Commercial mortgage-backed securities56,703 434 56,703 434 
Corporate bonds81,825 2,738 4,744 55 86,569 2,793 
Total$487,273 $6,001 $366,630 $2,499 $853,903 $8,500 
December 31, 2019
Less than 12 months12 months or moreTotal
(Dollars in thousands)Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Investment securities available for sale
Government agency$347,081 $1,827 $63,947 $414 $411,028 $2,241 
Residential mortgage-backed securities2,387,293 14,016 264,257 1,371 2,651,550 15,387 
Commercial mortgage-backed securities35,926 59 35,926 59 
Corporate bonds7,714 123 4,749 12,463 132 
Total$2,778,014 $16,025 $332,953 $1,794 $3,110,967 $17,819 
As of September 30, 2020, there were 38 investment securities available for sale with continuous losses for more than 12 months, of which 37 were government sponsored enterprise-issued mortgage-backed securities or government agency securities and 1 was a corporate bond.
NaN of the unrealized losses identified as of September 30, 2020, or December 31, 2019, relate to the marketability of the securities or the issuers’ ability to honor redemption obligations. Rather, the unrealized losses relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. BancShares considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors in this determination. As a result, NaN of the securities were deemed to require an allowance for credit losses. BancShares has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.
Investment securities having an aggregate carrying value of $4.48 billion at September 30, 2020, and $3.93 billion at December 31, 2019, were pledged as collateral to secure public funds on deposit and certain short-term borrowings, and for other purposes as required by law.
BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities. Given the consistently strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no further credit monitoring is performed on these portfolios. Should there be downgrades to the credit rating of the U.S. Treasury or losses reported on securities issued by government agencies and government sponsored entities, BancShares will reevaluate its determination of zero expected credit losses on held to maturity debt securities.
There were 0 debt securities held to maturity on nonaccrual status as of September 30, 2020.
A security is considered past due once it is 30 days contractually past due under the terms of the agreement. There were 0 securities past due as of September 30, 2020.
18

NOTE D - LOANS AND LEASES
BancShares’ accounting methods for loans and leases depends on whether they are originated or purchased, and if purchased, whether or not the loans reflect more than insignificant credit deterioration since origination, which is determined as of the acquisition date. Non-PCD loans consist of loans originated by BancShares and loans purchased from other institutions, that do not reflect more than insignificant credit deterioration at acquisition and are reported by loan segments and classes as defined in Note A - Accounting Polices and Basis of Presentation. Purchased loans which reflect more than insignificant credit deterioration are classified as PCD and reported as a single loan segment or class. At the date of acquisition, all acquired loans are recorded at fair value.
Loans and leases outstanding included the following at September 30, 2020 and December 31, 2019:
(Dollars in thousands)September 30, 2020
Commercial:
Construction and land development$1,054,186 
Owner occupied commercial mortgage10,683,822 
Non-owner occupied commercial mortgage2,965,904 
Commercial and industrial and leases4,797,344 
SBA-PPP3,112,676 
Total commercial loans22,613,932 
Consumer:
Residential mortgage5,463,646 
Revolving mortgage2,145,506 
Construction and land development347,850 
Consumer auto1,234,196 
Consumer other544,136 
Total consumer loans9,735,334 
Total non-PCD loans and leases32,349,266 
PCD loans495,878 
Total loans and leases$32,845,144 
(Dollars in thousands)December 31, 2019
Commercial:
Construction and land development$1,013,454 
Commercial mortgage12,282,635 
Other commercial real estate542,028 
Commercial and industrial and leases4,403,792 
Other310,093 
Total commercial loans18,552,002 
Noncommercial:
Residential mortgage5,293,917 
Revolving mortgage2,339,072 
Construction and land development357,385 
Consumer1,780,404 
Total noncommercial loans9,770,778 
Total non-PCI loans and leases28,322,780 
PCI loans558,716 
Total loans and leases$28,881,496 
Accrued interest receivable on loans at September 30, 2020 was $111.8 million and was excluded from the estimate of credit losses. Management reviewed this policy election during the second quarter of 2020 due to increased accrued interest receivable balances as a result of loan deferrals in response to COVID-19. We have concluded that the policy election remains appropriate as of September 30, 2020.
At September 30, 2020, $11.81 billion in non-PCD loans with a lendable collateral value of $8.19 billion were used to secure $652.7 million in Federal Home Loan Bank (“FHLB”) of Atlanta advances, resulting in additional borrowing capacity of $7.54 billion. At December 31, 2019, $9.41 billion in non-PCD loans with a lendable collateral value of $6.57 billion were used to secure $563.7 million in FHLB of Atlanta advances, resulting in additional borrowing capacity of $6.01 billion. At September 30, 2020, $3.97 billion in non-PCD loans with a lendable collateral value of $3.21 billion were used to secure additional borrowing capacity at the Federal Reserve Bank (“FRB”). At December 31, 2019, $3.68 billion in non-PCD loans with a lendable collateral value of $2.98 billion were used to secure additional borrowing capacity at the FRB.
19

Certain residential real estate loans are originated to be sold to investors and are recorded in loans held for sale at fair value. In addition, we may change our strategy for certain portfolio loans and decide to sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at fair value. Loans held for sale totaled $120.3 million and $67.9 million at September 30, 2020 and December 31, 2019, respectively.
Net deferred fees on non-PCD loans and leases, including unearned and unamortized costs and fees, were $83.5 million and $927 thousand at September 30, 2020 and December 31, 2019, respectively. Of the amount outstanding as of September 30, 2020, $76.0 million relates to net deferred fees and costs on SBA-PPP loans. The net unamortized discount related to purchased non-PCD loans and leases was $23.0 million at September 30, 2020 and $30.9 million at December 31, 2019. The net unamortized discount related to PCD loans and leases was $49.2 million at September 30, 2020 and $88.2 million at December 31, 2019.
The aging of the outstanding loans and leases, by class, at September 30, 2020 and December 31, 2019 is provided in the tables below. Loans and leases past due 30 days or less are considered current as various grace periods allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.
September 30, 2020
(Dollars in thousands)30-59 days
past due
60-89 days
past due
90 days or greaterTotal past
due
CurrentTotal loans
and leases
Commercial:
Construction and land development$7,860 $$1,502 $9,362 $1,044,824 $1,054,186 
Owner occupied commercial mortgage23,354 5,212 6,695 35,261 10,648,561 10,683,822 
Non-owner occupied commercial mortgage9,854 7,381 6,671 23,906 2,941,998 2,965,904 
Commercial and industrial and leases8,401 3,920 3,862 16,183 4,781,161 4,797,344 
SBA-PPP3,112,676 3,112,676 
Total commercial loans49,469 16,513 18,730 84,712 22,529,220 22,613,932 
Consumer:
Residential mortgage37,921 5,811 36,441 80,173 5,383,473 5,463,646 
Revolving mortgage8,477 1,582 7,508 17,567 2,127,939 2,145,506 
Construction and land development923 312 1,235 346,615 347,850 
Consumer auto4,245 1,059 910 6,214 1,227,982 1,234,196 
Consumer other4,490 1,324 1,467 7,281 536,855 544,136 
Total consumer loans56,056 9,776 46,638 112,470 9,622,864 9,735,334 
PCD loans16,298 3,201 32,438 51,937 443,941 495,878 
Total loans and leases$121,823 $29,490 $97,806 $249,119 $32,596,025 $32,845,144 
December 31, 2019
(Dollars in thousands)30-59 days
past due
60-89 days
past due
90 days or greaterTotal past
due
CurrentTotal loans
and leases
Commercial:
Construction and land development$3,146 $195 $2,702 $6,043 $1,007,411 $1,013,454 
Commercial mortgage20,389 8,774 8,319 37,482 12,245,153 12,282,635 
Other commercial real estate861 331 698 1,890 540,138 542,028 
Commercial and industrial and leases18,269 4,842 5,032 28,143 4,375,649 4,403,792 
Other51 411 126 588 309,505 310,093 
Total commercial loans42,716 14,553 16,877 74,146 18,477,856 18,552,002 
Noncommercial:
Residential mortgage45,839 18,289 24,409 88,537 5,205,380 5,293,917 
Revolving mortgage9,729 3,468 9,865 23,062 2,316,010 2,339,072 
Construction and land development977 218 1,797 2,992 354,393 357,385 
Consumer10,481 3,746 3,571 17,798 1,762,606 1,780,404 
Total noncommercial loans67,026 25,721 39,642 132,389 9,638,389 9,770,778 
PCI loans26,478 10,784 28,973 66,235 492,481 558,716 
Total loans and leases$136,220 $51,058 $85,492 $272,770 $28,608,726 $28,881,496 
20

The amortized cost, by class, of loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at September 30, 2020 and December 31, 2019, were as follows:
 
January 1, 2020(1)
September 30, 2020
(Dollars in thousands)Nonaccrual
loans and
leases
Nonaccrual
loans and
leases
Loans and
leases > 90
days and
accruing
Commercial:
Construction and land development$4,281 $1,564 $
Owner occupied commercial mortgage24,476 19,567 1,288 
Non-owner occupied commercial mortgage5,965 8,258 
Commercial and industrial and leases7,685 10,710 840 
Total commercial loans42,407 40,099 2,128 
Consumer:
Residential mortgage44,357 63,646 65 
Revolving mortgage22,411 22,945 
Construction and land development2,828 689 215 
Consumer auto2,145 2,634 
Consumer other798 914 1,179 
Total consumer loans72,539 90,828 1,459 
PCD loans53,771 55,527 
Total loans and leases$168,717 $186,454 $3,587 
(1)Upon the adoption of ASC 326, BancShares eliminated the pooling of PCI loans and as a result $47.0 million in additional PCD loans were recognized as nonaccrual loans at January 1, 2020. As of September 30, 2020, $27.5 million of these loans remained outstanding.
 December 31, 2019
(Dollars in thousands)Nonaccrual
loans and
leases
Loans and
leases > 90
days and
accruing
Commercial:
Construction and land development$4,281 $
Commercial mortgage29,733 
Commercial and industrial and leases7,365 1,094 
Other commercial real estate708 
Other320 
Total commercial loans42,407 1,094 
Noncommercial:
Construction and land development2,828 
Residential mortgage44,357 45 
Revolving mortgage22,411 
Consumer2,943 2,152 
Total noncommercial loans72,539 2,197 
PCI loans6,743 24,257 
Total loans and leases$121,689 $27,548 
Credit Quality
Loans and leases are monitored for credit quality on a recurring basis. Commercial and consumer loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segments being evaluated. The credit quality indicators for commercial loans and leases are borrower risk classifications developed through a review of individual borrowers on an ongoing basis. Commercial loans are evaluated at least annually, with more frequent evaluations done on criticized loans. Commercial loans are also updated if there is evidence of potential credit deterioration, such as delinquency. Commercial credit cards are included in the Commercial and industrial and leases segment, but are evaluated based primarily upon delinquency status. The risk classifications as of the date presented are based on the most recent assessment performed and are defined below:
Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.
Special mention – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.
21

Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.
Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.
Loss – Assets classified as loss are considered uncollectible and of such little value that it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to any potential for recovery or salvage value, but rather that it is not appropriate to defer a full charge-off even though partial recovery may be affected in the future.
Ungraded – Ungraded loans represent loans that are not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at September 30, 2020 relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit. The remaining balance is comprised of a small amount of commercial mortgage, lease financing and other commercial real estate loans.
The credit quality indicators for consumer and PCD loans are based on delinquency status of the borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases.
The following tables represent current credit quality indicators by origination year as of September 30, 2020.
Commercial Loans Amortized Cost Basis by Origination Year
Classification:20202019201820172016PriorRevolvingRevolving converted to term loansTotal
(Dollars in thousands)
Construction and land development
Pass$247,187 $396,322 $208,736 $132,518 $35,780 $13,144 $11,909 $$1,045,596 
Special Mention176 312 5,436 5,924 
Substandard292 832 1,452 82 2,666 
Total247,655 397,154 210,500 137,954 35,788 13,226 11,909 1,054,186 
Owner occupied commercial mortgage
Pass2,098,636 2,218,063 1,731,557 1,423,847 1,146,027 1,714,102 101,547 135 10,433,914 
Special Mention5,578 24,032 37,273 12,246 17,433 27,905 3,313 127,780 
Substandard17,625 14,618 9,465 24,561 11,693 38,206 5,888 72 122,128 
Total2,121,839 2,256,713 1,778,295 1,460,654 1,175,153 1,780,213 110,748 207 10,683,822 
Non-owner occupied commercial mortgage
Pass660,088 624,860 407,230 372,287 304,782 469,429 35,321 2,873,997 
Special Mention355 701 11,740 1,500 5,213 3,340 777 23,626 
Substandard2,387 19,121 12,839 6,918 10,160 14,873 1,983 68,281 
Total662,830 644,682 431,809 380,705 320,155 487,642 38,081 2,965,904 
Commercial and industrial and leases
Pass1,175,036 1,090,278 562,547 361,442 267,706 352,946 809,256 5,433 4,624,644 
Special Mention3,713 17,409 8,908 5,631 3,641 4,607 13,673 216 57,798 
Substandard12,370 3,598 4,387 5,016 2,707 4,685 25,096 803 58,662 
Doubtful11 13 
Ungraded56,227 56,227 
Total1,191,119 1,111,285 575,842 372,089 274,065 362,238 904,254 6,452 4,797,344 
SBA-PPP
Pass3,112,676 3,112,676 
Total3,112,676 3,112,676 
Total commercial$7,336,119 $4,409,834 $2,996,446 $2,351,402 $1,805,161 $2,643,319 $1,064,992 $6,659 $22,613,932 
22

Consumer and PCD Loans Amortized Cost Basis by Origination Year
Days Past Due:20202019201820172016PriorRevolvingRevolving converted to term loansTotal
(Dollars in thousands)
Residential mortgage
Current$1,349,415 $1,044,542 $754,024 $677,727 $524,014 $1,006,894 $26,857 $$5,383,473 
30-59 days1,450 3,274 10,486 6,124 4,627 11,875 85 37,921 
60-89 days19 854 187 316 2,241 2,194 5,811 
90 days or greater173 1,573 2,704 3,948 6,187 18,884 2,972 36,441 
Total1,351,057 1,050,243 767,401 688,115 537,069 1,039,847 29,914 5,463,646 
Revolving mortgage
Current1,969,703 158,236 2,127,939 
30-59 days4,993 3,484 8,477 
60-89 days419 1,163 1,582 
90 days or greater2,449 5,059 7,508 
Total1,977,564 167,942 2,145,506 
Construction and land development
Current144,559 140,794 29,400 13,049 6,818 3,721 8,274 346,615 
30-59 days250 26 466 96 17 68 923 
60-89 days
90 days or greater97 215 312 
Total144,809 140,820 29,866 13,145 6,835 3,886 8,489 347,850 
Consumer auto
Current398,216 380,919 250,602 122,352 61,076 14,817 1,227,982 
30-59 days492 1,400 823 889 425 216 4,245 
60-89 days120 382 224 160 164 1,059 
90 days or greater39 306 268 191 54 52 910 
Total398,867 383,007 251,917 123,592 61,719 15,094 1,234,196 
Consumer other
Current39,667 33,269 14,505 7,832 9,269 30,406 401,907 536,855 
30-59 days145 92 109 12 61 21 4,050 4,490 
60-89 days46 42 31 15 1,190 1,324 
90 days or greater80 1,371 1,467 
Total39,865 33,483 14,653 7,860 9,330 30,427 408,518 544,136 
Total consumer$1,934,598 $1,607,553 $1,063,837 $832,712 $614,953 $1,089,254 $2,424,485 $167,942 $9,735,334 
PCD loans
Current$24,169 $24,565 $29,739 $34,617 $32,149 $262,095 $14,236 $22,371 $443,941 
30-59 days3,531 710 940 438 691 9,575 215 198 16,298 
60-89 days337 54 155 52 2,054 218 331 3,201 
90 days or greater117 2,889 4,594 1,233 773 21,131 54 1,647 32,438 
Total PCD$27,817 $28,501 $35,327 $36,443 $33,665 $294,855 $14,723 $24,547 $495,878 
Total loans and leases$9,298,534 $6,045,888 $4,095,610 $3,220,557 $2,453,779 $4,027,428 $3,504,200 $199,148 $32,845,144 
23

Loans and leases outstanding at December 31, 2019 by credit quality indicator are provided below:
December 31, 2019
Commercial loans and leases
(Dollars in thousands)Construction and land
development
Commercial mortgageOther commercial real estateCommercial and industrial and leasesOtherPCITotal commercial loans and leases
Grade:
Pass$1,004,922 $12,050,799 $536,682 $4,256,456 $308,796 $148,412 $18,157,655 
Special mention2,577 115,164 3,899 44,604 622 44,290 166,866 
Substandard5,955 116,672 1,447 34,148 675 87,970 158,897 
Doubtful3,657 
Ungraded68,581 68,581 
Total$1,013,454 $12,282,635 $542,028 $4,403,792 $310,093 $284,329 $18,552,002 
December 31, 2019
Noncommercial loans and leases
(Dollars in thousands)Residential mortgageRevolving mortgageConstruction and land developmentConsumerPCITotal noncommercial loans and leases
Days past due:
Current$5,205,380 $2,316,010 $354,393 $1,762,606 $240,995 $9,638,389 
30-59 days past due45,839 9,729 977 10,481 13,764 67,026 
60-89 days past due18,289 3,468 218 3,746 5,608 25,721 
90 days or greater past due24,409 9,865 1,797 3,571 14,020 39,642 
Total$5,293,917 $2,339,072 $357,385 $1,780,404 $274,387 $9,770,778 
Purchased loans and leases
The following table summarizes PCD loans acquired in the Community Financial transaction and provides the contractually required payments, less the initial allowance for credit losses and discount to produce the fair value of acquired loans with evidence of more than insignificant credit quality deterioration since origination at the acquisition date:
(Dollars in thousands)Community Financial
Contractually required payments$25,635 
Initial PCD allowance1,193 
Discount1,055 
Fair value at acquisition date$23,387 
The recorded fair values of purchased non-PCD loans acquired in the Community Financial transaction as of the acquisition date are as follows:
(Dollars in thousands)Community Financial
Commercial:
Construction and land development$9,428 
Owner occupied commercial mortgage31,473 
Non-owner occupied commercial mortgage25,143 
Commercial and industrial and leases15,065 
Total commercial loans81,109 
Consumer:
Residential mortgage21,168 
Revolving mortgage2,084 
Construction and land development5,254 
Consumer auto294 
Consumer other693 
Total consumer loans29,493 
Total non-PCD loans$110,602 
24

NOTE E - ALLOWANCE FOR CREDIT LOSSES (“ACL”)
As noted in Note A - Accounting Polices and Basis of Presentation, BancShares determined SBA-PPP loans have 0 expected credit losses and as such these are excluded from ACL disclosures included in the following tables.
Upon adoption of ASC 326, BancShares recorded a net decrease of $37.9 million in the ACL which included a decrease of $56.9 million in the ACL on non-PCD loans, offset by an increase of $19.0 million in the ACL on PCD loans. The largest changes as a result of adoption were decreases in the ACL on commercial loan segments as these portfolios have exhibited strong historical credit performance and have relatively short average lives. The reduction in ACL on these segments was partially offset by increases in ACL on our consumer loan segments primarily due to their longer average lives. The increase in the ACL on PCD loans was primarily the result of reallocating credit discount from loan balances into ACL.
The ACL is calculated using a variety of factors, including, but not limited to, charge-off and recovery activity, loan growth, changes in macroeconomic factors, collateral type, estimated loan life and changes in credit quality. For the period ended September 30, 2020 the primary reason for the ACL change since the adoption of ASC 326, was a $36.1 million reserve build due to the potential economic impact of COVID-19 and its estimated impact on credit losses. Forecasted economic conditions are developed using third party macroeconomic scenarios adjusted based on management’s expectations over a forecast period of two years. Assumptions revert to long term historic averages over a one year period. Significant macroeconomic factors used in estimating the expected losses include unemployment, gross domestic product, home price index and commercial real estate index. Our model results consider baseline, adverse and upside scenarios. To calculate the ACL, we utilized the baseline scenario, which includes improvements to the most significant assumptions and the impact from government stimulus. This result was calibrated using management’s expectation of borrower performance based upon COVID-19 residual risk by industry and geography. These loss estimates were also influenced by BancShares strong credit quality, low net charge-offs and recent credit trends, which remained stable through the quarter ended September 30, 2020.
Activity in the ACL by class of loans is summarized as follows:
Three months ended September 30, 2020
(Dollars in thousands)Construction
and land
development
- commercial
Owner occupied commercial mortgageNon-owner occupied commercial mortgageCommercial
and industrial and leases
Residential
mortgage
Revolving
mortgage
Construction and land development - consumerConsumer autoConsumer otherPCDTotal
Allowance for credit losses:
Balance at July 1$6,906 $22,489 $22,149 $24,633 $42,872 $26,640 $1,640 $8,898 $39,295 $26,928 $222,450 
Provision (credits)120 625 667 3,381 837 (958)(54)708 1,341 (2,625)4,042 
Charge-offs(87)(3,241)(253)(359)(824)(3,673)(495)(8,932)
Recoveries264 65 10 1,999 275 336 23 401 1,684 1,319 6,376 
Balance at September 30$7,290 $23,092 $22,826 $26,772 $43,731 $25,659 $1,609 $9,183 $38,647 $25,127 $223,936 
Three months ended September 30, 2019
(Dollars in thousands)Construction
and land
development
- commercial
Commercial
mortgage
Other
commercial
real estate
Commercial
and industrial and leases
OtherResidential
mortgage
Revolving
mortgage
Construction
and land
development
- non - commercial
ConsumerPCITotal
Balance at July 1$31,944 $48,962 $2,342 $56,901 $2,183 $16,932 $21,121 $2,750 $35,105 $8,343 $226,583 
Provision (credits)208 (1,337)(90)4,714 54 1,024 (153)148 3,674 (1,476)6,766 
Charge-offs(116)(1)(3,047)(42)(313)(534)(5,594)(9,647)
Recoveries52 226 611 20 68 201 1,945 3,123 
Balance at September 30$32,088 $47,850 $2,252 $59,179 $2,215 $17,711 $20,635 $2,898 $35,130 $6,867 $226,825 
25

Nine months ended September 30, 2020
(Dollars in thousands)Construction
and land
development
- commercial
Owner occupied commercial mortgageNon-owner occupied commercial mortgageCommercial
and industrial and leases
Residential
mortgage
Revolving
mortgage
Construction and land development - consumerConsumer autoConsumer otherPCDTotal
Balance at December 31$33,213 $36,444 $11,102 $61,610 $18,232 $19,702 $2,709 $4,292 $30,301 $7,536 $225,141 
Adoption of ASC 326(31,061)(19,316)460 (37,637)17,118 3,665 (1,291)1,100 10,037 19,001 (37,924)
Balance at January 12,152 17,128 11,562 23,973 35,350 23,367 1,418 5,392 40,338 26,537 187,217 
Provision (credits)4,876 6,011 11,165 10,802 9,339 2,557 209 5,708 7,253 (4,971)52,949 
Initial allowance on PCD loans1,193 1,193 
Charge-offs(138)(407)(8)(12,159)(1,513)(1,439)(70)(3,023)(13,490)(3,010)(35,257)
Recoveries400 360 107 4,156 555 1,174 52 1,106 4,546 5,378 17,834 
Balance at September 30$7,290 $23,092 $22,826 $26,772 $43,731 $25,659 $1,609 $9,183 $38,647 $25,127 $223,936 
Nine months ended September 30, 2019
(Dollars in thousands)Construction
and land
development
- commercial
Commercial
mortgage
Other
commercial
real estate
Commercial
and industrial and leases
OtherResidential
mortgage
Revolving
mortgage
Construction
and land
development
- non - commercial
ConsumerPCITotal
Balance at January 1$35,270 $43,451 $2,481 $55,620 $2,221 $15,472 $21,862 $2,350 $35,841 $9,144 $223,712 
Provision (credits)(3,217)4,748 (230)10,138 (618)2,903 (272)548 11,991 (2,277)23,714 
Charge-offs(188)(851)(8,327)(73)(957)(1,990)(18,017)(30,403)
Recoveries223 502 1,748 685 293 1,035 5,315 9,802 
Balance at September 30$32,088 $47,850 $2,252 $59,179 $2,215 $17,711 $20,635 $2,898 $35,130 $6,867 $226,825 
BancShares individually reviews loans greater than $500 thousand that are determined to be collateral-dependent. These collateral-dependent loans are evaluated based on the fair value of the underlying collateral as repayment of the loan is expected to be made through the operation or sale of the collateral. Commercial and industrial loans and leases are collateralized by business assets, while the remaining loan classes are collateralized by real property.
The following table presents information on collateral-dependent loans by class and includes the amortized cost of collateral-dependent loans and leases, the net realizable value of the collateral, the extent to which collateral secures collateral-dependent loans and the associated ACL as of September 30, 2020 were as follows:
(Dollars in thousands)Collateral-Dependant LoansNet Realizable Value of CollateralCollateral CoverageAllowance for Credit Losses
Commercial loans:
Construction and land development$1,425 $1,952 137.0 %$
Owner occupied commercial mortgage5,411 9,428 174.2 
Non-owner occupied commercial mortgage7,121 10,874 152.7 
Total commercial loans13,957 22,254 159.4 
Consumer:
Residential mortgage22,804 31,779 139.4 162 
Revolving mortgage310 315 101.6 
Total consumer loans23,114 32,094 138.9 162 
Total non-PCD loans37,071 54,348 146.6 162 
PCD17,109 25,443 148.7 
Total collateral-dependent loans$54,180 $79,791 147.3 %$162 
Collateral-dependent nonaccrual loans with no recorded allowance totaled $52.0 million as of September 30, 2020. All other nonaccrual loans have a recorded allowance.
26

The following tables present the allowance and recorded investment in loans and leases by class of loans, as well as the associated impairment method at December 31, 2019:
December 31, 2019
(Dollars in thousands)Construction
and land
development
- commercial
Commercial
mortgage
Other
commercial
real estate
Commercial
and industrial
and leases
OtherResidential
mortgage
Revolving
mortgage
Construction
and land
development
- non-
commercial
ConsumerTotal
Non-PCI Loans
Allowance for loan and lease losses:
ALLL for loans and leases individually evaluated for impairment$463 $3,650 $39 $1,379 $103 $3,278 $2,722 $174 $1,107 $12,915 
ALLL for loans and leases collectively evaluated for impairment32,750 41,685 2,172 57,995 2,133 14,954 16,980 2,535 33,486 204,690 
Total allowance for loan and lease losses$33,213 $45,335 $2,211 $59,374 $2,236 $18,232 $19,702 $2,709 $34,593 $217,605 
Loans and leases:
Loans and leases individually evaluated for impairment$4,655 $70,149 $1,268 $12,182 $639 $60,442 $28,869 $3,882 $3,513 $185,599 
Loans and leases collectively evaluated for impairment1,008,799 12,212,486 540,760 4,391,610 309,454 5,233,475 2,310,203 353,503 1,776,891 28,137,181 
Total loan and leases$1,013,454 $12,282,635 $542,028 $4,403,792 $310,093 $5,293,917 $2,339,072 $357,385 $1,780,404 $28,322,780 
The following table presents the PCI allowance and recorded investment in loans at December 31, 2019:
(Dollars in thousands)December 31, 2019
ALLL for loans acquired with deteriorated credit quality$7,536 
Loans acquired with deteriorated credit quality558,716 
At December 31, 2019, $139.4 million of PCI loans experienced an adverse change in expected cash flows since the date of acquisition.
The following tables provide information on non-PCI impaired loans and leases, exclusive of loans and leases collectively evaluated:
December 31, 2019
(Dollars in thousands)With a
recorded
allowance
With no
recorded
allowance
TotalUnpaid
principal
balance
Related
allowance
recorded
Non-PCI impaired loans and leases:
Commercial:
Construction and land development$1,851 $2,804 $4,655 $5,109 $463 
Commercial mortgage42,394 27,755 70,149 74,804 3,650 
Other commercial real estate318 950 1,268 1,360 39 
Commercial and industrial and leases7,547 4,635 12,182 13,993 1,379 
Other406 233 639 661 103 
Total commercial loans52,516 36,377 88,893 95,927 5,634 
Noncommercial:
Residential mortgage48,796 11,646 60,442 64,741 3,278 
Revolving mortgage26,104 2,765 28,869 31,960 2,722 
Construction and land development2,470 1,412 3,882 4,150 174 
Consumer3,472 41 3,513 3,821 1,107 
Total noncommercial loans80,842 15,864 96,706 104,672 7,281 
Total non-PCI impaired loans and leases$133,358 $52,241 $185,599 $200,599 $12,915 
Non-PCI impaired loans less than $500,000 that were collectively evaluated for impairment totaled $41.0 million at December 31, 2019.
27

The following tables show the average non-PCI impaired loan balance and the interest income recognized by loan class for the three and nine months ended September 30, 2019:
Three months ended September 30, 2019Nine months ended September 30, 2019
(Dollars in thousands)Average
balance
Interest income recognizedAverage
balance
Interest income recognized
Non-PCI impaired loans and leases:
Commercial:
Construction and land development$6,130 $$3,460 $40 
Commercial mortgage70,351 551 61,962 1,653 
Other commercial real estate1,186 797 20 
Commercial and industrial and leases13,085 140 11,478 353 
Other298 314 
Total commercial91,050 705 78,011 2,072 
Noncommercial:
Residential mortgage56,029 346 49,048 988 
Revolving mortgage30,067 260 29,477 763 
Construction and land development3,124 25 3,473 93 
Consumer3,443 37 3,152 97 
Total noncommercial92,663 668 85,150 1,941 
Total non-PCI impaired loans and leases$183,713 $1,373 $163,161 $4,013 
Troubled Debt Restructurings
BancShares accounts for certain loan modifications or restructurings as TDRs. In general, the modification or restructuring of a loan is considered a TDR if, for economic or legal reasons related to a borrower’s financial difficulties, a concession is granted to the borrower that creditors would not otherwise consider. Concessions may relate to the contractual interest rate, maturity date, payment structure or other actions. Within our allowance for credit loss models, TDRs are not individually evaluated unless determined to be collateral-dependent and are included in the definition of default which provides for a 100% probability of default applied within the models. As a result, subsequent changes in default status do not impact the calculation of the allowance for credit losses on TDR loans.
The Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus was published by banking regulators in April 2020 to clarify expectations around loan modifications and the determination of TDRs for borrowers experiencing COVID-19-related financial difficulty. BancShares applied this regulatory guidance during its TDR identification process for short-term loan forbearance agreements as a result of COVID-19 and in most cases is not recording these as TDRs.
The following tables provides a summary of total TDRs by accrual status:
September 30, 2020
(Dollars in thousands)AccruingNonaccruing Total
Commercial loans:
Construction and land development$791 $57 $848 
Owner occupied commercial mortgage33,202 9,076 42,278 
Non-owner occupied commercial mortgage17,728 1,180 18,908 
Commercial and industrial and leases28,942 5,650 34,592 
Total commercial loans80,663 15,963 96,626 
Consumer:
Residential mortgage33,163 17,202 50,365 
Revolving mortgage22,232 7,140 29,372 
Construction and land development2,918 272 3,190 
Consumer auto1,992 841 2,833 
Consumer other1,010 159 1,169 
Total consumer loans61,315 25,614 86,929 
PCD loans16,801 6,774 23,575 
Total loans$158,779 $48,351 $207,130 
28

December 31, 2019
(Dollars in thousands)AccruingNonaccruing Total
Commercial loans:
Construction and land development$487 $2,279 $2,766 
Commercial mortgage50,819 11,116 61,935 
Other commercial real estate571 571 
Commercial and industrial and leases9,430 2,409 11,839 
Other320 105 425 
Total commercial loans61,627 15,909 77,536 
Noncommercial:
Residential mortgage41,813 16,048 57,861 
Revolving mortgage21,032 7,367 28,399 
Construction and land development1,452 2,430 3,882 
Consumer2,826 688 3,514 
Total noncommercial loans67,123 26,533 93,656 
Total loans$128,750 $42,442 $171,192 
Total TDRs included $17.2 million of PCI TDRs at December 31, 2019.
The following table provides the types of modifications designated as TDRs during the nine months ended September 30, 2020 and September 30, 2019, as well as a summary of loans modified as a TDR during the twelve month periods ended September 30, 2020 and September 30, 2019 that subsequently defaulted during the nine months ended September 30, 2020 and September 30, 2019. BancShares defines payment default as movement of the TDR to nonaccrual status, which is generally 90 days past due for TDRs, foreclosure or charge-off, whichever occurs first.
Three months ended September 30, 2020Three months ended September 30, 2019
All restructuringsRestructurings with payment defaultAll restructuringsRestructurings with payment default
(Dollars in thousands)Number of LoansRecorded investment at period endNumber of LoansRecorded investment at period endNumber of LoansRecorded investment at period endNumber of LoansRecorded investment at period end
Loans and leases
Interest only$5,703 $3,730 $1,221 $
Loan term extension29 2,380 18 1,755 2,473 
Below market interest rate55 15,341 26 3,170 80 4,460 34 2,034 
Discharged from bankruptcy55 1,654 22 755 55 6,097 25 2,002 
Total restructurings145 $25,078 69 $9,410 142 $14,251 59 $4,036 
Nine months ended September 30, 2020Nine months ended September 30, 2019
All restructuringsRestructurings with payment defaultAll restructuringsRestructurings with payment default
(Dollars in thousands)Number of LoansRecorded investment at period endNumber of LoansRecorded investment at period endNumber of LoansRecorded investment at period endNumber of LoansRecorded investment at period end
Loans and leases
Interest only23 $24,847 $6,967 $3,209 $2,064 
Loan term extension62 5,885 34 3,244 13 3,870 514 
Below market interest rate212 38,740 72 5,088 205 14,968 86 5,977 
Discharged from bankruptcy165 7,025 66 2,254 157 13,499 72 5,421 
Total restructurings462 $76,497 178 $17,553 381 $35,546 164 $13,976 
For the nine months ended September 30, 2020 and September 30, 2019, the pre-modification and post-modification outstanding amortized cost of loans modified as TDRs were not materially different.
29

NOTE F - OTHER REAL ESTATE OWNED
The following table explains changes in OREO during the nine months ended September 30, 2020 and 2019:
(Dollars in thousands)OREO
Balance at December 31, 2019$46,591 
Additions18,428 
Acquired in business combinations9,813 
Sales(18,645)
Write-downs/losses(3,398)
Balance at September 30, 2020$52,789 
Balance at December 31, 2018$48,030 
Additions15,426 
Acquired in business combinations3,613 
Sales(17,595)
Write-downs/losses(3,221)
Balance at September 30, 2019$46,253 
At September 30, 2020 and December 31, 2019, BancShares had $8.5 million and $14.5 million, respectively, of foreclosed residential real estate property in OREO. The recorded investment in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure was $27.0 million and $23.0 million at September 30, 2020 and December 31, 2019, respectively. Net gains recorded on the sale of OREO properties were $1.0 million and $872 thousand for the nine months ended September 30, 2020 and September 30, 2019, respectively
NOTE G - SERVICING RIGHTS
Mortgage Servicing Rights
Our portfolio of residential mortgage loans serviced for third parties was $3.36 billion and $3.38 billion as of September 30, 2020 and December 31, 2019, respectively. These loans are originated and sold to third parties on a non-recourse basis with servicing rights retained. The retained servicing rights were recorded as a servicing asset and are reported in other intangible assets. The associated amortization expense and any valuation allowance recognized were included as a reduction of mortgage income. Mortgage servicing rights are initially recorded at fair value and then carried at the lower of amortized cost or fair value.
Contractually specified mortgage servicing fees, late fees and ancillary fees earned for the three months ended September 30, 2020 and 2019 were $2.1 million and $1.9 million, respectively, and are reported in mortgage income. For the nine months ended September 30, 2020 and 2019, contractually specified mortgage servicing fees, late fees, and ancillary fees earned were $6.4 million and $5.8 million, respectively.
The following table presents changes in the servicing asset during the three and nine months ended September 30, 2020 and 2019:
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Beginning balance$18,664 $20,665 $22,963 $21,396 
Servicing rights originated1,994 1,532 5,673 3,943 
Amortization(2,208)(1,581)(6,150)(4,595)
Valuation allowance (increase) decrease(305)(45)(4,341)(173)
Ending balance$18,145 $20,571 $18,145 $20,571 
The following table presents the activity in the servicing asset valuation allowance for the three and nine months ended September 30, 2020 and 2019:
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Beginning balance$4,258 $128 $222 $
Valuation allowance increase (decrease)305 45 4,341 173 
Ending balance$4,563 $173 $4,563 $173 
30

Mortgage servicing rights valuations are performed using a pooling methodology where loans with similar risk characteristics are grouped together and evaluated using discounted cash flows to estimate the present value of future earnings. Key economic assumptions used to value mortgage servicing rights were as follows:
September 30, 2020December 31, 2019
Discount rate - conventional fixed loans7.68 %8.92 %
Discount rate - all loans excluding conventional fixed loans8.68 %9.92 %
Weighted average constant prepayment rate20.80 %13.72 %
Weighted average cost to service a loan$87.30 $87.09 
The fair value of mortgage servicing rights is sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows by utilizing discount rates, prepayment rates, and other inputs. The discount rate is based on the 10-year U.S. Treasury rate plus a risk premium of 700 basis points for conventional fixed loans and 800 basis points for all other loans. The prepayment rate is derived from the Public Securities Association Standard Prepayment model. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value and may result in the recognition of a valuation allowance. The average cost to service a loan is based on the number of loans serviced and the total cost to service the loans.
NOTE H - REPURCHASE AGREEMENTS
BancShares utilizes securities sold under agreements to repurchase to facilitate the needs of customers and secure wholesale funding needs. Repurchase agreements are transactions whereby BancShares offers to sell to a counterparty an undivided interest in an eligible security at an agreed upon price, and which obligates BancShares to repurchase the security at an agreed upon date, repurchase price, and interest rate. These agreements are recorded at the amount of cash received in connection with the transaction and are reflected as securities sold under customer repurchase agreements.
BancShares monitors collateral levels on a continuous basis and maintains records of each transaction specifically describing the applicable security and the counterparty’s interest in that security, and segregates the security from general assets in accordance with regulations governing custodial holdings of securities. The primary risk with repurchase agreements is market risk associated with the investments securing the transactions, as additional collateral may be required based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents. The carrying value of investment securities available for sale pledged as collateral under repurchase agreements was $748.1 million and $477.6 million at September 30, 2020 and December 31, 2019, respectively.
At September 30, 2020, BancShares held $693.9 million of securities sold under agreements to repurchase, with overnight and continuous remaining contractual maturities, made up of $444.0 million collateralized by government agency securities and $249.9 million collateralized by commercial mortgage-backed securities. At December 31, 2019, BancShares held securities sold under agreements to repurchase of $443.0 million, with overnight and continuous remaining contractual maturities collateralized by government agency securities.
NOTE I - FDIC SHARED-LOSS PAYABLE
At September 30, 2020, shared-loss protection remains for single family residential loans acquired in the amount of $36.2 million. The shared-loss agreement for two of the FDIC-assisted transactions include a provision related to a payment that may be owed to the FDIC at the termination of the agreement if actual cumulative losses on acquired covered assets are lower than the cumulative losses originally estimated by the FDIC at the time of acquisition (the “clawback liability”). BancShares issued a payment to the FDIC in the first quarter of 2020 for $99.5 million related to one of the transactions. The remaining clawback liability payment date is March 2021.
The following table provides changes in the FDIC shared-loss payable since December 31, 2019:
(Dollars in thousands)Total
Balance at December 31, 2019$112,395 
Accretion2,386 
Payment made to the FDIC to settle shared-loss agreement(99,468)
Balance at September 30, 2020$15,313 
31

NOTE J - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) included the following as of September 30, 2020 and December 31, 2019:
 September 30, 2020December 31, 2019
(Dollars in thousands)Accumulated
other
comprehensive
income (loss)
Deferred
tax
expense
(benefit)
Accumulated
other
comprehensive
income (loss),
net of tax
Accumulated
other
comprehensive
income (loss)
Deferred
tax
expense
(benefit)
Accumulated
other
comprehensive
income (loss),
net of tax
Unrealized gains on securities available for sale$135,240 $31,105 $104,135 $7,522 $1,730 $5,792 
Defined benefit pension items(153,104)(35,213)(117,891)(172,098)(39,583)(132,515)
Total$(17,864)$(4,108)$(13,756)$(164,576)$(37,853)$(126,723)
The following table highlights changes in accumulated other comprehensive income (loss) by component for the three and nine months ended September 30, 2020 and 2019:
Three months ended September 30, 2020
(Dollars in thousands, net of tax)Unrealized gains (losses) on securities available for saleUnrealized losses on securities available for sale transferred to held to maturityDefined benefit pension itemsTotal
Beginning balance$113,102 $$(122,766)$(9,664)
Net unrealized gains arising during period7,530 7,530 
Amounts reclassified from accumulated other comprehensive loss(16,497)4,875 (11,622)
Net current period other comprehensive (loss) income(8,967)4,875 (4,092)
Ending balance$104,135 $$(117,891)$(13,756)
Three months ended September 30, 2019
(Dollars in thousands, net of tax)Unrealized gains (losses) on securities available for saleUnrealized losses on securities available for sale transferred to held to maturityDefined benefit pension itemsTotal
Beginning balance$2,554 $(61,979)$(121,306)$(180,731)
Net unrealized gains arising during period3,026 3,026 
Amounts reclassified from accumulated other comprehensive loss(874)4,693 2,114 5,933 
Net current period other comprehensive income2,152 4,693 2,114 8,959 
Ending balance$4,706 $(57,286)$(119,192)$(171,772)
32

Nine months ended September 30, 2020
(Dollars in thousands, net of tax)Unrealized gains on securities available for saleUnrealized losses on securities available for sale transferred to held to maturityDefined benefit pension itemsTotal
Beginning balance$5,792 $$(132,515)$(126,723)
Net unrealized gains arising during period140,671 140,671 
Amounts reclassified from accumulated other comprehensive loss(42,328)14,624 (27,704)
Net current period other comprehensive income98,343 14,624 112,967 
Ending balance$104,135 $$(117,891)$(13,756)
Nine months ended September 30, 2019
(Dollars in thousands, net of tax)Unrealized gains on securities available for saleUnrealized losses on securities available for sale transferred to held to maturityDefined benefit pension itemsTotal
Beginning balance$(38,505)$(71,149)$(125,533)$(235,187)
Net unrealized gains arising during period48,489 48,489 
Amounts reclassified from accumulated other comprehensive loss(5,278)13,863 6,341 14,926 
Net current period other comprehensive income43,211 13,863 6,341 63,415 
Ending balance$4,706 $(57,286)$(119,192)$(171,772)
The following table presents the amounts reclassified from accumulated other comprehensive income (loss) and the line item affected in the statement where net income is presented for the three and nine months ended September 30, 2020 and 2019:
(Dollars in thousands)Three months ended September 30, 2020
Details about accumulated other comprehensive income (loss)Amounts reclassified from accumulated other comprehensive income (loss)Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale$21,425 Realized gains on investment securities available for sale, net
(4,928)Income taxes
$16,497 
Amortization of defined benefit pension actuarial losses(6,332)Other noninterest expense
1,457 Income taxes
$(4,875)
Total reclassifications for the period$11,622 
Three months ended September 30, 2019
Details about accumulated other comprehensive income (loss)Amounts reclassified from accumulated other comprehensive income (loss)Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale$1,136 Realized gains on investment securities available for sale, net
(262)Income taxes
$874 
Amortization of unrealized losses on securities available for sale transferred to held to maturity$(6,095)Net interest income
1,402 Income taxes
$(4,693)
Amortization of defined benefit pension items
Prior service costs$(15)Salaries and wages
Actuarial losses(2,730)Other noninterest expense
(2,745)Income before income taxes
631 Income taxes
$(2,114)
Total reclassifications for the period$(5,933)
33

Nine months ended September 30, 2020
Details about accumulated other comprehensive income (loss)Amounts reclassified from accumulated other comprehensive income (loss)Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale$54,972 Realized gains on investment securities available for sale, net
(12,644)Income taxes
$42,328 
Amortization of defined benefit pension items
Actuarial losses$(18,994)Other
4,370 Income taxes
$(14,624)
Total reclassifications for the period$27,704 
Nine months ended September 30, 2019
Details about accumulated other comprehensive income (loss)Amounts reclassified from accumulated other comprehensive income (loss)Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale$6,855 Realized gains on investment securities available for sale, net
(1,577)Income taxes
$5,278 Net income
Amortization of unrealized losses on securities available for sale transferred to held to maturity$(18,004)Net interest income
4,141 Income taxes
$(13,863)
Amortization of defined benefit pension items
Prior service costs$(43)Salaries and wages
Actuarial losses(8,192)Other noninterest expense
(8,235)Income before income taxes
1,894 Income taxes
$(6,341)
Total reclassifications for the period$(14,926)
NOTE K - ESTIMATED FAIR VALUES
Fair value estimates are intended to represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Where there is no active market for a financial instrument, BancShares has made estimates using discounted cash flows or other valuation techniques. Inputs used in these valuation techniques are subjective in nature, involve uncertainties and require significant judgment and therefore can only be derived within a range of precision. Accordingly, the derived fair value estimates presented below are not necessarily indicative of the amounts BancShares would realize in a current market exchange.
ASC 820, Fair Value Measurements and Disclosures, indicates that assets and liabilities are recorded at fair value according to a fair value hierarchy comprised of three levels. The levels are based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy for an asset or liability is based on the highest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows:
Level 1 values are based on quoted prices for identical instruments in active markets.
Level 2 values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 values are derived from valuation techniques in which one or more significant inputs or assumptions are not observable in the market. These unobservable inputs and assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation techniques include the use of discounted cash flow models and similar techniques.
BancShares’ management reviews any changes to its valuation methodologies to ensure they are appropriate and supportable, and refines valuation methodologies as more market-based data becomes available. Accuracy of the levels of the fair value hierarchy are validated at the end of the reporting period.
34

The methodologies used to estimate the fair value of financial assets and financial liabilities are discussed below:
Investment securities available for sale and held to maturity. The fair value of U.S. Treasury, government agency and mortgage-backed securities, municipal securities, as well as a portion of corporate bonds, is generally estimated using a third party pricing service. The third party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models that use a variety of inputs, such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2. The remaining corporate bonds held are generally measured at fair value based on indicative bids from broker-dealers and are not directly observable. These securities are considered Level 3.
Investment in marketable equity securities. Equity securities are measured at fair value using observable closing prices and the market activity. Equity securities are classified as Level 1 if they are traded in an active market and as Level 2 if the observable closing price is from a less than active market.
Loans held for sale. Management elects the fair value option on certain residential real estate loans originated to be sold to investors. The loans are carried at fair value based on quoted market prices for similar types of loans. Accordingly, the inputs used to calculate fair value of originated residential real estate loans held for sale are classified as Level 2 inputs. Loans held for investment subsequently transferred to held for sale are carried at fair value when a firm commitment to purchase from a counterparty exists. The fair value of the transferred loans is based on the quoted prices and is considered a Level 1 input.
Net loans and leases. Fair value is estimated based on discounted future cash flows using the current interest rates at which loans with similar terms would be made to borrowers of similar credit quality. The inputs used in the fair value measurements for loans and leases are considered Level 3 inputs.
FHLB stock. The carrying amount of FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are evaluated for impairment based on the ultimate recoverability of the par value. BancShares considers positive and negative evidence, including the profitability and asset quality of the issuer, dividend payment history and recent redemption experience, when determining the ultimate recoverability of the par value. BancShares believes its investment in FHLB stock is ultimately recoverable at par. The inputs used in the fair value measurement for the FHLB stock are considered Level 2 inputs.
Mortgage and other servicing rights. Mortgage and other servicing rights are carried at the lower of amortized cost or market value and are, therefore, carried at fair value only when fair value is less than the amortized cost. The fair value of mortgage and other servicing rights is performed using a pooling methodology. Similar loans are pooled together and a model that relies on discount rates, estimates of prepayment rates and the weighted average cost to service the loans is used to determine the fair value. The inputs used in the fair value measurement for mortgage and other servicing rights are considered Level 3 inputs.
Deposits. For non-time deposits, carrying value is a reasonable estimate of fair value. The fair value of time deposits is estimated by discounting future cash flows using the interest rates currently offered for deposits with similar remaining maturities. The inputs used in the fair value measurement for deposits are considered Level 2 inputs.    
Borrowings. For borrowings, the fair values are determined based on recent trades or sales of the actual security if available. Otherwise, fair values are estimated by discounting future cash flows using current interest rates for similar financial instruments. The inputs used in the fair value measurement for FHLB borrowings, subordinated debentures, and other borrowings are considered Level 2 inputs.
Payable to the FDIC for shared-loss agreements. The fair value of the payable to the FDIC for shared-loss agreements is determined based on expected payments to the FDIC in accordance with the shared-loss agreements. Cash flows are discounted using current discount rates to reflect the timing of the estimated amounts due to the FDIC. The inputs used in the fair value measurement for the payable to the FDIC are considered Level 3 inputs.
Off-balance-sheet commitments and contingencies. Carrying amounts are reasonable estimates of the fair values for such financial instruments. Carrying amounts include unamortized fee income and, in some cases, reserves for any credit losses from those financial instruments. These amounts are not material to BancShares’ financial position.
For all other financial assets and liabilities, the carrying value is a reasonable estimate of the fair value as of September 30, 2020 and December 31, 2019. The carrying value and fair value for these assets and liabilities are equivalent because they are relatively short term in nature and there is no interest rate or credit risk that would cause the fair value to differ from the carrying value. Cash and due from banks is classified on the fair value hierarchy as Level 1. Overnight investments, income earned not collected, securities sold under customer repurchase agreements, and accrued interest payable are considered Level 2.
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The table presents the carrying values and estimated fair values for financial instruments as of September 30, 2020 and December 31, 2019:
(Dollars in thousands)September 30, 2020December 31, 2019
Carrying valueFair valueCarrying valueFair value
Cash and due from banks$352,419 $352,419 $376,719 $376,719 
Overnight investments3,137,945 3,137,945 1,107,844 1,107,844 
Investment in marketable equity securities93,074 93,074 82,333 82,333 
Investment securities available for sale9,019,788 9,019,788 7,059,674 7,059,674 
Investment securities held to maturity747,732 761,252 30,996 30,996 
Loans held for sale120,305 120,305 67,869 67,869 
Net loans and leases32,621,208 33,269,733 28,656,355 28,878,550 
Income earned not collected151,737 151,737 123,154 123,154 
Federal Home Loan Bank stock45,392 45,392 43,039 43,039 
Mortgage and other servicing rights19,484 20,313 24,891 26,927 
Deposits with no stated maturity39,110,297 39,110,297 30,593,627 30,593,627 
Time deposits3,140,309 3,162,058 3,837,609 3,842,162 
Securities sold under customer repurchase agreements693,889 693,889 442,956 442,956 
Federal Home Loan Bank borrowings655,179 680,718 572,185 577,362 
Subordinated debt504,381 509,518 163,412 173,685 
Other borrowings92,456 92,794 148,318 149,232 
FDIC shared-loss payable15,313 15,789 112,395 114,252 
Accrued interest payable10,477 10,477 18,124 18,124 
For assets and liabilities carried at fair value on a recurring basis, the following table provides fair value information as of September 30, 2020 and December 31, 2019:
September 30, 2020
  Fair value measurements using:
(Dollars in thousands)Fair valueLevel 1 inputsLevel 2 inputsLevel 3 inputs
Assets measured at fair value
Investment securities available for sale
U.S. Treasury$654,762 $$654,762 $
Government agency654,941 654,941 
Residential mortgage-backed securities6,069,668 6,069,668 
Commercial mortgage-backed securities1,090,210 1,090,210 
Corporate bonds550,207 299,493 250,714 
Total investment securities available for sale$9,019,788 $$8,769,074 $250,714 
Marketable equity securities$93,074 $38,192 $54,882 $
Loans held for sale$120,305 $$120,305 $
December 31, 2019
 Fair value measurements using:
Fair valueLevel 1 inputsLevel 2 inputsLevel 3 inputs
Assets measured at fair value
Investment securities available for sale
U.S. Treasury$409,999 $$409,999 $
Government agency682,772 682,772 
Residential mortgage-backed securities5,267,090 5,267,090 
Commercial mortgage-backed securities380,020 380,020 
Corporate bonds201,566 131,881 69,685 
State, county and municipal118,227 118,227 
Total investment securities available for sale$7,059,674 $$6,989,989 $69,685 
Marketable equity securities$82,333 $29,458 $52,875 $
Loans held for sale$67,869 $$67,869 $
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The following tables summarize activity for Level 3 assets:
Corporate bonds
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Beginning balance$169,977 $149,137 $69,685 $143,226 
Purchases78,000 8,000 178,595 11,991 
Unrealized net gains included in other comprehensive income2,818 1,147 901 2,985 
Amounts included in net income(81)41 (249)123 
Transfers in1,782 
Ending balance$250,714 $157,325 $250,714 $157,325 
During the three months ended September 30, 2020, there were 0 transfers between levels. During the nine months ended September 30, 2020, there were transfers from Level 2 to Level 3 of $1.8 million in corporate bonds available for sale. The transfers were due to a lack of observable inputs and trade activity for those securities. During the three and nine months ended September 30, 2019, there were 0 transfers between levels.
The following table presents quantitative information about Level 3 fair value measurements for fair value on a recurring basis at September 30, 2020:
(Dollars in thousands)September 30, 2020
Level 3 assetsValuation techniqueSignificant unobservable inputFair Value
Corporate bondsIndicative bid provided by brokerMultiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the issuer$250,714 
Fair Value Option
BancShares has elected the fair value option for residential real estate loans originated to be sold. This election reduces certain timing differences in the Consolidated Statement of Income and better aligns with the management of the portfolio from a business perspective. The changes in fair value were recorded as a component of mortgage income and included a gain of $567 thousand and a gain of $583 thousand for the three months ended September 30, 2020 and 2019, respectively. The changes in fair value included gains of $4.2 million and $750 thousand for the nine months ended September 30, 2020 and 2019, respectively.
The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for residential real estate originated for sale measured at fair value as of September 30, 2020 and December 31, 2019:
September 30, 2020
(Dollars in thousands)Fair valueAggregate unpaid principal balanceDifference
Originated loans held for sale$120,305 $114,100 $6,205 
December 31, 2019
Fair valueAggregate unpaid principal balanceDifference
Originated loans held for sale$67,869 $65,697 $2,172 
NaN originated loans held for sale were 90 or more days past due or on nonaccrual status as of September 30, 2020 or December 31, 2019.
We may be required to measure certain financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment.
Following the adoption of ASC 326, the population of loans measured at fair value on a non-recurring basis has greatly diminished and is limited to collateral-dependent loans evaluated individually. These collateral-dependent loans are deemed to be at fair value if there is an associated allowance for credit losses or if a charge-off has been recorded in the previous 12 months. Collateral values are determined using appraisals or other third-party value estimates of the subject property discounted based on estimated selling costs, generally between 6% and 10%, and immaterial adjustments for other external factors that may impact the marketability of the collateral. The weighted average discount for estimated selling costs applied was 7.51%.
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Prior to the adoption of ASC 326, impaired loans were deemed to be at fair value if an associated allowance or current period charge-off had been recorded. The value of impaired loans was determined by either collateral valuations or discounted present value of the expected cash flow calculations. Collateral values were determined using appraisals or other third-party value estimates of the subject property with discounts, generally between 6% and 11%, applied for estimated selling costs and other external factors that may impact the marketability of the property. Expected cash flows were determined using expected payment information at the individual loan level, discounted using the effective interest rate. The effective interest rate for impaired loans generally ranges between 3% and 7%.
OREO acquired or written down within the previous 12 months is deemed to be at fair value. Asset valuations are determined by using appraisals or other third-party value estimates of the subject property with with discounts generally between 7% and 16% applied for estimated selling costs and other external factors that may impact the marketability of the property. At September 30, 2020, the weighted average discount applied was 8.46%. Changes to the value of the assets between scheduled valuation dates are monitored through continued communication with brokers and monthly reviews by the asset manager assigned to each asset. If there are any significant changes in the market or the subject property, valuations are adjusted or new appraisals ordered to ensure the reported values reflect the most current information.
For financial assets and liabilities carried at fair value on a nonrecurring basis, the following table provides fair value information as of September 30, 2020 and December 31, 2019:
September 30, 2020
  Fair value measurements using:
(Dollars in thousands)Fair valueLevel 1 inputsLevel 2 inputsLevel 3 inputs
Collateral-dependent loans$10,970 $$$10,970 
Other real estate owned44,557 44,557 
Mortgage servicing rights16,819 16,819 
December 31, 2019
 Fair value measurements using:
Fair valueLevel 1 inputsLevel 2 inputsLevel 3 inputs
Impaired loans$132,336 $$$132,336 
Other real estate owned38,310 38,310 
Mortgage servicing rights3,757 3,757 
NaN financial liabilities were carried at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019.
NOTE L - EMPLOYEE BENEFIT PLANS
BancShares sponsors noncontributory defined benefit pension plans for its qualifying employees. The service cost component of net periodic benefit cost is included in salaries and wages while all other non-service cost components are included in other noninterest expense.
For the three and nine months ended September 30, 2020 and 2019, the components of net periodic benefit cost are as follows:
 Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Service cost$3,570 $3,191 $10,709 $9,575 
Interest cost8,549 9,316 25,648 27,945 
Expected return on assets(16,423)(15,647)(49,267)(46,943)
Amortization of prior service cost15 43 
Amortization of net actuarial loss6,332 2,730 18,994 8,192 
Net periodic cost (benefit)$2,028 $(395)$6,084 $(1,188)
A discretionary contribution of $100.0 million was made to the pension plans during the nine months ended September 30, 2020. Management evaluates the need for its pension plan contributions on a periodic basis based upon numerous factors including, but not limited to, the funded status of the plans, returns on plan assets, discount rates and the current economic environment.
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NOTE M - LEASES
The following table presents lease assets and liabilities as of September 30, 2020 and December 31, 2019:
(Dollars in thousands)ClassificationSeptember 30, 2020December 31, 2019
Assets:
OperatingOther assets$69,968 $77,115 
FinancePremises and equipment7,005 8,820 
Total leased assets$76,973 $85,935 
Liabilities:
OperatingOther liabilities$70,129 $76,746 
FinanceOther borrowings6,703 8,230 
Total lease liabilities$76,832 $84,976 
NOTE N - COMMITMENTS AND CONTINGENCIES
To meet the financing needs of its customers, BancShares and its subsidiaries have financial instruments with off-balance sheet risk. These financial instruments involve elements of credit, interest rate or liquidity risk and include commitments to extend credit and standby letters of credit.
Commitments to extend credit are legally binding agreements to lend to customers. These commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. Established credit standards control the credit risk exposure associated with these commitments. In some cases, BancShares requires collateral be pledged to secure the commitment, including cash deposits, securities and other assets.
Standby letters of credit are commitments guaranteeing performance of a customer to a third party. Those commitments are primarily issued to support public and private borrowing arrangements. To mitigate its risk, BancShares’ credit policies govern the issuance of standby letters of credit. The credit risk related to the issuance of these letters of credit is essentially the same as in extending loans to clients and, therefore, these letters of credit are collateralized when necessary.
The following table presents the commitments to extend credit and standby letters of credit as of September 30, 2020 and December 31, 2019:
(Dollars in thousands)September 30, 2020December 31, 2019
Unused commitments to extend credit$11,972,688 $10,682,378 
Standby letters of credit112,016 99,601 
BancShares has investments in qualified affordable housing projects primarily for the purposes of fulfilling Community Reinvestment Act requirements and obtaining tax credits. Affordable housing project investments were $167.0 million and $167.8 million as of September 30, 2020 and December 31, 2019, respectively, and were recorded in other assets. Unfunded commitments to fund future investments in affordable housing projects totaled $60.6 million and $70.0 million as of September 30, 2020 and December 31, 2019, respectively, and were recorded in other liabilities.
BancShares and various subsidiaries have been named as defendants in legal actions arising from their normal business activities in which damages in various amounts were claimed. BancShares has also been exposed to litigation risk relating to the prior business activities of banks from which assets were acquired and liabilities assumed in the various merger transactions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, any such liability will not have a material effect on BancShares’ consolidated financial statements.
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis (“MD&A”) of earnings and related financial data are presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. and Subsidiaries (“BancShares”). This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes presented within this Quarterly Report on Form 10-Q along with our financial statements and related MD&A of financial condition and results of operations included in our 2019 Annual Report on Form 10-K. Intercompany accounts and transactions have been eliminated. Although certain amounts for prior years have been reclassified to conform to statement presentations for 2020, the reclassifications had no effect on shareholders’ equity or net income as previously reported. Unless otherwise noted, the terms “we,” “us” and “BancShares” refer to the consolidated financial position and consolidated results of operations for BancShares.
EXECUTIVE OVERVIEW
BancShares conducts its banking operations through its wholly-owned subsidiary First-Citizens Bank & Trust Company (“FCB”), a state-chartered bank organized under the laws of the state of North Carolina.
BancShares’ earnings and cash flows are primarily derived from our commercial and retail banking activities. We gather deposits from retail and commercial customers and also secure funding through various non-deposit sources. We invest the liquidity generated from these funding sources in interest-earning assets, including loans and leases, investment securities and overnight investments. We also invest in bank premises, hardware, software, furniture and equipment used to conduct our commercial and retail banking business. We provide treasury services products, cardholder and merchant services, wealth management services and various other products and services typically offered by commercial banks. The fees and service charges generated from these products and services are primary sources of noninterest income which is an essential component of our total revenue.
We are focused on expanding our position in legacy and target markets through organic growth and strategic acquisitions. We believe our franchise is positioned for continued growth as a result of our client centric banking principles, disciplined lending standards, and our people.
Refer to our 2019 Annual Report on Form 10-K for further discussion of our strategy.
RECENT ECONOMIC AND INDUSTRY DEVELOPMENTS
During the first quarter of 2020, a novel strain of coronavirus (“COVID-19”) spread throughout the world, causing significant disruptions to the domestic and global economies which continue to date. In response to the outbreak, governments have imposed restrictions resulting in business shutdowns, regional quarantines, disruptions of supply chains, changes in consumer behavior and overall economic instability. This uncertainty has led to volatility in the financial markets. This impact was coupled with spikes in unemployment as a result of business shutdowns that continue to impact financial institutions operationally and financially. For a discussion of the risks we face with respect to the COVID-19 pandemic, the associated economic uncertainty, the steps taken to mitigate the pandemic and the resulting economic contraction, see "Item 1A — Risk Factors" in Part II of this quarterly report on Form 10-Q, which should be read in conjunction with the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2019.
During the third quarter of 2020, the Federal Reserve’s Federal Open Market Committee (“FOMC”) maintained the federal funds rate at a target range of 0.00% to 0.25%. The FOMC cited the effects of COVID-19 on economic activity and the risks posed to the economic outlook. The FOMC expects to maintain this target range until labor market conditions have reached levels consistent with the FOMC’s assessments of maximum employment and inflation has risen to 2% and is on track to moderately exceed 2% for some time.
On March 27, 2020, the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”) was passed. The bill was designed to provide short-term economic relief to individuals and businesses most impacted by the fallout of the pandemic. Key provisions include: for individuals, economic impact payments and enhanced unemployment benefits; for small businesses, access to loans and support through the Small Business Administration Paycheck Protection Program (“SBA-PPP”), direct aid and loans to the medical industry and other affected sectors, and certain tax benefits that can be used in conjunction with the other aid mentioned. While direct aid to financial services entities is not a primary goal of the provisions, financial institutions will function to transmit funds from the Federal Reserve, SBA and United States (“U.S.”) Treasury to the public. This was supplemented by the Paycheck Protection Program Flexibility Act, which was signed into law on June 5, 2020 and amended provisions of the SBA-PPP including timing of the program and changes to forgiveness criteria. In addition, there were other regulatory actions taken that may impact our business including changes in credit reporting on customer forbearance, federally backed mortgage forbearance, potential legal lending limit relaxation and other economic stabilization efforts. Further legislation is expected as the government continues to mitigate the economic impact on the crisis.
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BANCSHARES’ COVID-19 CONTINUED MONITORING AND RESPONSE
BancShares remains in a very strong capital and liquidity position providing stability in navigating the COVID-19 crisis. Our leadership team continues to ensure appropriate measures are in place to protect the welfare of our employees and soundness of the organization, while continuing to support our customers. Our branches have re-opened with enhanced safety protocols, and our corporate locations remain at limited occupancy due to current virus trends.
Through September 30, 2020, over 94% of all COVID-19 related loan extensions have begun repayment. Delinquency trends among loans entering repayment are in line with the remainder of the portfolio. We have not seen significant declines in overall credit quality, though the impact of the SBA-PPP and payment extensions could be delaying signs of credit deterioration.
During 2020, BancShares originated over 23,000 SBA-PPP loans with an outstanding balance of $3.11 billion at September 30, 2020. We have collected all $117.2 million in SBA-PPP related loan fees per the program terms. These fees and related costs were deferred and are being recognized in interest income over the life of the loans. We have begun accepting and processing applications for forgiveness, and subsequent to the third quarter, we have begun receiving forgiveness payments. We anticipate acceleration of the fee income as the volume of approved forgiveness applications and payments received from the SBA increase.
Table 1
SBA-PPP LOANS BY LOAN SIZE
(Dollars in thousands)
Loan Size$ of Loans% of Loans $
Less than $150,000$862,026 27.7 %
$150,000 to $2,000,0001,766,649 56.8 
Greater than $2,000,000484,001 15.5 
Total$3,112,676 100.0 %

Strong Liquidity and Capital Position
We maintain a strong level of liquidity. As of September 30, 2020, liquid assets (available cash and unencumbered high quality liquid assets at market value) totaled approximately $8.51 billion representing 17.5% of consolidated assets as of September 30, 2020.
In addition to liquid assets, we had contingent sources of liquidity totaling approximately $11.37 billion in the form of Federal Home Loan Bank (“FHLB”) borrowing capacity, Federal Reserve Discount Window availability, federal funds lines and a committed line of credit.
At September 30, 2020, BancShares’ regulatory capital ratios were well in excess of Basel III capital requirements with a total risk-based capital ratio of 13.7%, a Tier 1 risk-based capital ratio of 11.5%, a common equity Tier 1 ratio of 10.4%, a Tier 1 leverage ratio of 7.8% and a capital conservation buffer of 5.5%, more than twice the required level of 2.5%.
SIGNIFICANT EVENTS IN 2020
On January 1, 2020 BancShares adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Accounting Standards Codification (“ASC”) Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced a new credit loss methodology for the estimation of credit losses.The amendments in this ASU require loss estimates be determined over an asset’s lifetime and broaden the information that an entity must consider in developing its expected credit losses. BancShares adopted this ASU using the modified retrospective approach for all loans, leases, debt securities designated as held to maturity, and unfunded loan commitments. BancShares adopted this ASU using the prospective transition approach for PCD loans previously accounted for under ASC 310-30 and debt securities available for sale. Refer to Note A - Accounting Policies and Basis of Presentation for additional information.
Upon adoption, BancShares recorded a net decrease of $37.9 million in the Allowance for Credit Losses (“ACL”) which included a decrease of $56.9 million in the ACL on non-purchased credit deteriorated (“non-PCD”) loans, offset by an increase of $19.0 million in the ACL on purchased credit deteriorated (“PCD”) loans. The $56.9 million change in the ACL on non-PCD loans, as well as an $8.9 million increase in the reserve for unfunded commitments, net of deferred taxes, resulted in a net increase in retained earnings of $36.9 million. The $19.0 million increase in the ACL on PCD loans was a reclassification of the PCD credit discount and resulted in a gross up of loan balances by this same amount and did not have any effect on retained earnings. Impact to total capital and capital ratios was not significant and we did not elect the capital phase-in option allowable for regulatory reporting purposes.
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On October 15, 2020, BancShares and CIT Group Inc., a Delaware corporation (“CIT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among BancShares, FCB, FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (“Merger Sub”), and CIT, the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CIT, with CIT as the surviving entity (the “First-Step Merger”), and as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the “Mergers”). The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank (together with the Mergers, the “Transaction”).
The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. Subject to the fulfillment of customary closing conditions, the parties anticipate that the Transaction will close in the first half of 2021.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of CIT common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“CIT Common Stock”), except for certain shares of CIT Common Stock owned by CIT or BancShares, will be converted into the right to receive .06200 shares of BancShares Class A common stock, par value $1.00 per share. Holders of CIT Common Stock will receive cash in lieu of fractional shares.
In addition, at the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of CIT and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of CIT issued and outstanding will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of BancShares and one share of a newly created series of preferred stock, Series C, of BancShares, respectively.
The Merger Agreement requires that, effective as of the Effective Time, the Boards of Directors of the combined company and the combined bank will consist of 14 directors, (i) 11 of whom will be members of the current Board of Directors of BancShares, and (ii) three of whom will be selected from among the current Board of Directors of CIT and will include as one of those three Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT.
FINANCIAL PERFORMANCE SUMMARY
Third Quarter Highlights
Net income for the third quarter of 2020 totaled $142.7 million, an increase of $17.9 million, or 14.3% compared to the same quarter in 2019. Net income available to common shareholders totaled $138.0 million. Net income per common share increased $2.76, or 24.5%, to $14.03 in the third quarter of 2020, from $11.27 per share during the same period in 2019.
Return on average assets for the third quarter of 2020 was 1.18%, down from 1.32% in the third quarter of 2019. Return on average equity for the third quarter of 2020 was 14.93%, up from 13.83% in the the third quarter of 2019.
Net interest income totaled $353.7 million for the third quarter of 2020, an increase of $17.2 million, or 5.1% compared to the same quarter in 2019. The increase was primarily due to an increase of $21.3 million in interest earned on loans due to loan growth and lower interest expense on deposits of $8.3 million, partially offset by a decrease in interest earned on overnight investments of $6.4 million. Interest and fee income related to SBA-PPP loans totaled $29.8 million in the third quarter of 2020. The taxable-equivalent net interest margin (“NIM”) was 3.06% for the third quarter of 2020, down 71 basis points from 3.77% for the third quarter in 2019.
Noninterest income for the third quarter of 2020 totaled $120.6 million, an increase of $19.6 million, or 19.5%, compared to the same quarter of 2019, predominantly due to realized gains on the sale of available for sale securities.
Noninterest expense was $291.7 million for the third quarter of 2020, compared to $270.4 million during the same quarter of 2019, an increase of $21.3 million or 7.9%.
Total loans grew to $32.85 billion, an increase of $426.7 million, or by 5.2% on an annualized basis, since June 30, 2020. The net charge-off ratio was 0.03% for the third quarter of 2020, down from 0.09% for the second quarter of 2020 and 0.10% for the third quarter of 2019.
Total deposits grew to $42.25 billion, an increase of $771.4 million, or by 7.4% on an annualized basis, since June 30, 2020.
BancShares repurchased 117,700 shares of its Class A common stock during the third quarter of 2020 totaling $47.1 million. At September 30, 2020, BancShares remained well capitalized with a total risk-based capital ratio of 13.7%, a Tier 1 risk-based capital of 11.5%, a common equity Tier 1 ratio of 10.4%, and a leverage ratio of 7.8%.
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Year to Date Highlights
Net income for the nine months ended September 30, 2020 totaled $353.6 million, a decrease of $1.9 million, or 0.5% compared to the same period of 2019. Net income available to common shareholders totaled $344.2 million. Earnings per share increased $2.46, or 7.8%, to $33.96 for the nine months ended September 30, 2020, from $31.50 per share during the same period in 2019.
Return on average assets for the nine months ended September 30, 2020 was 1.05%, down 24 basis points compared to the same period in 2019. Return on average equity for the nine months ended September 30, 2020 was 12.59%, down 82 basis points compared to the same period in 2019.
Net interest income for the nine months ended September 30, 2020, was $1.03 billion, an increase of $45.2 million, or 4.6% compared to the same period of 2019. The increase was primarily due to an increase of $78.7 million in interest earned on loans primarily due to loan growth, partially offset by a decrease in interest earned on overnight investments of $15.0 million as well as an increase in total interest expense of $12.0 million. Interest and fee income related to SBA-PPP loans totaled $47.9 million in the first nine months of 2020. The taxable-equivalent NIM was 3.23% for the nine months ended September 30, 2020, down 57 basis points from 3.80% during the same period of 2019.
The allowance for credit losses was $223.9 million at September 30, 2020, compared to $225.1 million at December 31, 2019. The $1.2 million change was due primarily to the $37.9 million reduction in the allowance as a result of adopting ASC 326, partially offset by a $36.1 million reserve build related to potential COVID-19 impact.
Total loans grew to $32.85 billion, an increase of $3.96 billion since December 31, 2019. Excluding $3.11 billion of loans originated under the SBA-PPP, total loans increased $851.0 million, or by 3.9% on an annualized basis. The net charge-off ratio was 0.07% for the nine months ended September 30, 2020, a 3 basis point decrease compared to the same period of 2019.
Total deposits grew to $42.25 billion, an increase of $7.82 billion since December 31, 2019. Excluding estimated SBA-PPP deposits of $1.30 billion, total deposits grew $6.52 billion, or by 25.3% on an annualized basis.
BancShares repurchased 813,090 shares of its Class A common stock during the nine months ended September 30, 2020 totaling $333.8 million.
During the first quarter of 2020, BancShares successfully completed a $695 million capital raise which consisted of $350 million of subordinated notes and $345 million of Series A preferred stock.
43

Table 2
SELECTED QUARTERLY DATA
2020
2019 (1)
Nine months ended September 30
ThirdSecondFirstFourthThird
(Dollars in thousands, except share data)QuarterQuarterQuarterQuarterQuarter20202019
SUMMARY OF OPERATIONS
Interest income$374,334 $363,257 $369,559 $354,048 $362,318 $1,107,150 $1,049,963 
Interest expense20,675 25,863 31,159 26,924 25,893 77,697 65,718 
Net interest income353,659 337,394 338,400 327,124 336,425 1,029,453 984,245 
Provision for credit losses4,042 20,552 28,355 7,727 6,766 52,949 23,714 
Net interest income after provision for credit losses349,617 316,842 310,045 319,397 329,659 976,504 960,531 
Noninterest income120,572 165,402 64,011 104,393 100,930 349,985 311,468 
Noninterest expense291,662 291,679 299,971 292,262 270,425 883,312 811,479 
Income before income taxes178,527 190,565 74,085 131,528 160,164 443,177 460,520 
Income taxes35,843 36,779 16,916 29,654 35,385 89,538 105,023 
Net income142,684 153,786 57,169 101,874 124,779 353,639 355,497 
Net income available to common shareholders$138,048 $148,996 $57,169 $101,874 $124,779 $344,213 $355,497 
Net interest income, taxable equivalent$354,256 $337,965 $339,174 $328,045 $337,322 $1,031,395 $986,896 
PER COMMON SHARE DATA
Net income$14.03 $14.74 $5.46 $9.55 $11.27 $33.96 $31.50 
Cash dividends on common shares0.40 0.40 0.40 0.40 0.40 1.20 1.20 
Market price at period end (Class A)318.78 405.02 332.87 532.21 471.55 318.78 471.55 
Book value at period-end380.43 367.57 351.90 337.38 327.86 380.43 327.86 
SELECTED QUARTERLY AVERAGE BALANCES
Total assets$48,262,155 $45,553,502 $40,648,806 $38,326,641 $37,618,836 $44,834,045 $36,770,191 
Investment securities9,930,197 8,928,467 7,453,159 7,120,023 6,956,981 8,774,840 6,851,348 
Loans and leases (2)
32,694,996 31,635,958 29,098,101 27,508,062 26,977,476 31,148,683 26,368,922 
Interest-earning assets45,617,376 42,795,781 38,004,341 36,032,680 35,293,979 42,151,861 34,473,814 
Deposits41,905,844 39,146,415 34,750,061 33,295,141 32,647,264 38,612,836 31,856,771 
Interest-bearing liabilities25,591,707 24,407,285 23,153,777 20,958,943 20,551,393 24,388,339 20,204,705 
Securities sold under customer repurchase agreements710,237 659,244 474,231 495,804 533,371 614,920 542,618 
Other short-term borrowings— 45,549 157,759 28,284 23,236 67,522 21,335 
Long-term borrowings1,256,331 1,275,928 961,132 467,223 384,047 1,164,475 366,850 
Common shareholders' equity3,679,138 3,648,284 3,625,975 3,570,872 3,580,235 3,651,132 3,545,418 
Shareholders’ equity$4,019,075 $3,988,225 $3,682,634 $3,570,872 $3,580,235 $3,896,645 $3,545,418 
Common shares outstanding9,836,629 10,105,520 10,473,119 10,708,084 11,060,462 10,137,321 11,286,984 
SELECTED QUARTER-END BALANCES
Total assets (1)
$48,666,873 $47,866,194 $41,594,453 $39,824,496 $37,748,324 $48,666,873 $37,748,324 
Investment securities9,860,594 9,508,476 8,845,197 7,173,003 7,167,680 9,860,594 7,167,680 
Loans and leases32,845,144 32,418,425 29,240,959 28,881,496 27,196,511 32,845,144 27,196,511 
Deposits42,250,606 41,479,245 35,346,711 34,431,236 32,743,277 42,250,606 32,743,277 
Securities sold under customer repurchase agreements693,889 740,276 540,362 442,956 522,195 693,889 522,195 
Other short-term borrowings— — 105,000 295,277 — — — 
Long-term borrowings1,252,016 1,258,719 1,297,132 588,638 453,876 1,252,016 453,876 
Shareholders’ equity$4,074,414 $3,991,444 $3,957,520 $3,586,184 $3,568,482 $4,074,414 $3,568,482 
Common shares outstanding9,816,405 9,934,105 10,280,105 10,629,495 10,884,005 9,816,405 10,884,005 
SELECTED RATIOS AND OTHER DATA
Return on average assets (annualized)1.18 %1.36 %0.57 %1.05 %1.32 %1.05 %1.29 %
Return on average common shareholders’ equity (annualized)14.93 16.43 6.34 11.32 13.83 12.59 13.41 
Net yield on interest-earning assets (taxable equivalent)3.06 3.14 3.55 3.59 3.77 3.23 3.80 
Net charge-offs (annualized) to average loans and leases0.03 0.09 0.10 0.14 0.10 0.07 0.10 
Allowance for credit losses to total loans and leases(3):
PCD5.07 5.07 4.80 1.35 1.34 5.07 1.34 
Non-PCD0.61 0.61 0.64 0.77 0.82 0.61 0.82 
Total0.68 0.69 0.72 0.78 0.83 0.68 0.83 
Ratio of total nonperforming assets to total loans, leases and other real estate owned (4)
0.73 0.77 0.79 0.58 0.57 0.73 0.57 
Tier 1 risk-based capital ratio11.48 11.38 11.43 10.86 11.80 11.48 11.80 
Common equity Tier 1 ratio10.43 10.32 10.36 10.86 11.80 10.43 11.80 
Total risk-based capital ratio13.70 13.63 13.65 12.12 13.09 13.70 13.09��
Tier 1 leverage capital ratio7.80 8.07 8.98 8.81 9.18 7.80 9.18 
Dividend payout ratio2.85 2.71 7.33 4.19 3.55 3.53 3.81 
Average loans and leases to average deposits78.02 80.81 83.74 82.62 82.63 80.67 82.77 
(1) We adopted ASC Topic 326 (“CECL”) utilizing the modified retrospective approach. We did not restate selected financial data for the quarters prior to 2020 presented above.
(2) Average loan and lease balances include PCD loans, non-PCD loans and leases, loans held for sale and nonaccrual loans and leases.
(3) Loans originated in relation to the SBA-PPP ($3.11 billion as of September 30, 2020) do not have a recorded ACL. As of September 30, 2020, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans is 0.68% while the ratio of ACL to total loans excluding SBA-PPP loans is 0.75%.
(4) Upon adoption of ASC 326, we dissolved pooling of PCI loans allowed under ASC 310-30. This increased the amount of nonaccrual loans as those nonaccrual loans within performing PCI pools were previously excluded from reporting. As of January 1, 2020, there were $47.0 million of nonaccrual loans released from performing PCI pools. Of these nonaccrual loans, $27.5 million were outstanding as of September 30, 2020.
44

BUSINESS COMBINATIONS
CIT Group Inc.
On October 15, 2020, BancShares and CIT, entered into the Merger Agreement by and among BancShares, FCB, the Merger Sub, and CIT, the parent company of CIT Bank. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub and CIT will ultimately merge with and into FCB, with FCB as the surviving entity. The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank. Subject to the fulfillment of customary closing conditions, the parties anticipate that the Transaction will close in the first half of 2021.
Community Financial Holding Company, Inc.
On February 1, 2020, FCB completed the merger of Duluth, Georgia-based Community Financial Holding Company, Inc. (“Community Financial”) and its bank subsidiary, Gwinnett Community Bank, into FCB. Under the terms of the agreement, total cash consideration of $2.3 million was paid to the shareholders of Community Financial. The merger allows FCB to expand its presence and enhance banking efforts in Georgia. The merger contributed $222.1 million in consolidated assets, which included $686 thousand of goodwill, $134.0 million in loans, and $209.3 million in deposits.
See Note B - Business Combinations for additional disclosures.
Entegra Financial Corp.
On December 31, 2019, FCB completed the merger of Franklin, North Carolina-based Entegra Financial Corp. (“Entegra”) and its bank subsidiary, Entegra Bank. In order to obtain regulatory approval, FCB entered into an agreement for Select Bank to purchase three of our North Carolina branches, located in Highlands, Sylva and Franklin. On April 17, 2020, FCB completed the divestiture of the branches including loans and leases, premises and equipment and total deposits with a fair value of $110.1 million, $2.1 million and $184.8 million, respectively. The Select Bank purchase price for the divested branches included an 8% premium for deposits acquired that was applied against goodwill generated as part of the merger with Entegra Bank.
Federal Deposit Insurance Corporation Assisted Transactions
BancShares completed fourteen Federal Deposit Insurance Corporation (“FDIC”) assisted transactions between 2009 and 2017. Nine of the fourteen FDIC-assisted transactions included shared-loss agreements which, for their terms, protect us from a substantial portion of the credit and asset quality risk we would otherwise incur. As of September 30, 2020, shared-loss protection remains for single family residential loans acquired in the amount of $36.2 million.
The shared-loss agreement for two of the FDIC-assisted transactions included a provision related to a payment owed to the FDIC at the termination of the agreement (the “clawback liability”). As of September 30, 2020 and December 31, 2019, the estimated clawback liability was $15.3 million and $112.4 million, respectively, as a result of a payment to the FDIC in the first quarter of 2020 for $99.5 million related to one of the transactions. The remaining clawback liability payment date is March 2021.
45

Table 3
CONSOLIDATED QUARTER-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS
Three months ended September 30
20202019
InterestInterest
AverageIncome/ Yield/AverageIncome/Yield/
(Dollars in thousands)BalanceExpenseRateBalanceExpenseRate
Assets
Loans and leases$32,694,996 $336,934 4.06 %$26,977,476 $315,621 4.61 %
Investment securities:
U.S. Treasury695,419 497 0.28 834,577 5,262 2.50 
Government agency587,377 1,335 0.91 628,322 4,742 3.02 
Mortgage-backed securities8,047,247 28,236 1.40 5,195,711 27,891 2.15 
Corporate bonds489,602 6,433 5.26 149,888 1,912 5.10 
Other investments110,552 739 2.66 148,483 636 1.70 
Total investment securities9,930,197 37,240 1.50 6,956,981 40,443 2.32 
Overnight investments2,992,183 757 0.10 1,359,522 7,151 2.09 
Total interest-earning assets45,617,376 374,931 3.24 35,293,979 363,215 4.06 
Cash and due from banks349,079 256,379 
Premises and equipment1,261,864 1,224,118 
Allowance for credit losses(222,793)(227,707)
Other real estate owned52,716 46,131 
Other assets1,203,913 1,025,936 
Total assets$48,262,155 $37,618,836 
Liabilities
Interest-bearing deposits:
Checking with interest$9,239,838 $1,369 0.06 %$7,361,758 $1,509 0.08 %
Savings3,070,619 314 0.04 2,636,583 528 0.08 
Money market accounts8,108,832 3,634 0.18 6,088,740 6,610 0.43 
Time deposits3,205,850 8,151 1.01 3,523,658 13,090 1.47 
Total interest-bearing deposits23,625,139 13,468 0.23 19,610,739 21,737 0.44 
Securities sold under customer repurchase agreements710,237 395 0.22 533,371 542 0.40 
Other short-term borrowings— — — 23,236 203 3.50 
Long-term borrowings1,256,331 6,812 2.15 384,047 3,411 3.51 
Total interest-bearing liabilities25,591,707 20,675 0.32 20,551,393 25,893 0.50 
Noninterest-bearing deposits18,280,705 13,036,525 
Other liabilities370,668 450,683 
Shareholders’ equity4,019,075 3,580,235 
Total liabilities and shareholders’ equity$48,262,155 $37,618,836 
Interest rate spread2.92 %3.56 %
Net interest income and net yield on interest-earning assets$354,256 3.06 %$337,322 3.77 %
Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans held for sale. Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming statutory federal income tax rate of 21.0%, as well as state income tax rate of 3.4%, for both the three months ended September 30, 2020 and 2019. The taxable-equivalent adjustment was $597 thousand and $897 thousand for the three months ended September 30, 2020 and 2019, respectively.
46

Table 4
CONSOLIDATED YEAR-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS
Nine months ended September 30
20202019
InterestInterest
AverageIncome/ Yield/AverageIncome/Yield/
(Dollars in thousands)BalanceExpenseRateBalanceExpenseRate
Assets
Loans and leases$31,148,683 $989,708 4.20 %$26,368,922 $910,993 4.58 %
Investment securities:
U.S. Treasury401,666 2,853 0.95 1,062,901 18,529 2.33 
Government agency655,097 6,883 1.40 434,097 10,084 3.10 
Mortgage-backed securities7,224,224 87,475 1.61 5,075,959 84,855 2.23 
Corporate bonds332,029 12,692 5.10 147,579 5,780 5.22 
Other investments161,824 3,653 3.02 130,812 1,552 1.59 
Total investment securities8,774,840 113,556 1.73 6,851,348 120,800 2.35 
Overnight investments2,228,338 5,828 0.35 1,253,544 20,820 2.22 
Total interest-earning assets42,151,861 1,109,092 3.48 34,473,814 1,052,613 4.05 
Cash and due from banks351,334 277,736 
Premises and equipment1,258,147 1,214,960 
Allowance for credit losses(206,737)(227,081)
Other real estate owned53,871 46,488 
Other assets1,225,569 984,274 
Total assets$44,834,045 $36,770,191 
Liabilities
Interest-bearing deposits:
Checking with interest$8,665,758 $4,380 0.07 %$7,467,762 $4,457 0.08 %
Savings2,837,867 911 0.04 2,606,781 1,260 0.06 
Money market accounts7,583,359 19,262 0.34 5,950,591 16,249 0.37 
Time deposits3,454,438 31,025 1.20 3,248,768 31,854 1.31 
Total interest-bearing deposits22,541,422 55,578 0.33 19,273,902 53,820 0.37 
Securities sold under customer repurchase agreements614,920 1,236 0.27 542,618 1,516 0.37 
Other short-term borrowings67,522 1,052 2.05 21,335 481 2.99 
Long-term borrowings1,164,475 19,831 2.24 366,850 9,900 3.56 
Total interest-bearing liabilities24,388,339 77,697 0.42 20,204,705 65,717 0.43 
Noninterest-bearing deposits16,071,414 12,582,869 
Other liabilities477,647 437,199 
Shareholders’ equity3,896,645 3,545,418 
Total liabilities and shareholders’ equity$44,834,045 $36,770,191 
Interest rate spread3.06 %3.62 %
Net interest income and net yield on interest-earning assets$1,031,395 3.23 %$986,896 3.80 %
Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans held for sale. Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming statutory federal income tax rate of 21.0%, as well as state income tax rate of 3.4%, for both the nine months ended September 30, 2020 and September 30, 2019. The taxable-equivalent adjustment was $1.9 million and $2.7 million for the nine months ended September 30, 2020 and September 30, 2019, respectively.
47

Table 4
CHANGES IN CONSOLIDATED TAXABLE EQUIVALENT NET INTEREST INCOME
Three months ended September 30, 2020Nine months ended September 30, 2020
Change from prior year period due to:Change from prior year period due to:
(Dollars in thousands)
Volume(1)
Yield/Rate(1)
Total Change
Volume(1)
Yield/Rate(1)
Total Change
Assets
Loans and leases$70,257 $(48,944)$21,313 $166,172 $(87,457)$78,715 
Investment securities:
U.S. Treasury(889)(3,876)(4,765)(11,531)(4,145)(15,676)
Government agency(309)(3,098)(3,407)5,134 (8,335)(3,201)
Mortgage-backed securities16,028 (15,683)345 38,131 (35,511)2,620 
Corporate bonds4,334 187 4,521 7,224 (312)6,912 
Other investments(164)267 103 362 1,739 2,101 
Total investment securities19,000 (22,203)(3,203)39,320 (46,564)(7,244)
Overnight investments8,544 (14,938)(6,394)16,203 (31,195)(14,992)
Total interest-earning assets$97,801 $(86,085)$11,716 $221,695 $(165,216)$56,479 
Liabilities
Interest-bearing deposits:
Checking with interest$380 $(520)$(140)$704 $(781)$(77)
Savings85 (299)(214)110 (459)(349)
Money market accounts2,169 (5,145)(2,976)4,407 (1,394)3,013 
Time deposits(1,213)(3,726)(4,939)1,934 (2,763)(829)
Total interest-bearing deposits1,421 (9,690)(8,269)7,155 (5,397)1,758 
Securities sold under customer repurchase agreements178 (325)(147)199 (479)(280)
Other short-term borrowings(203)— (203)681 (110)571 
Long-term borrowings7,717 (4,316)3,401 14,003 (4,072)9,931 
Total interest-bearing liabilities9,113 (14,331)(5,218)22,038 (10,058)11,980 
Change in net interest income$88,688 $(71,754)$16,934 $199,657 $(155,158)$44,499 
(1) The rate/volume variance is allocated proportionally between the changes in volume and rate.
RESULTS OF OPERATIONS
Net Interest Income and Margin (Taxable-Equivalent Basis)
Third Quarter 2020 compared to Third Quarter 2019
The taxable-equivalent net interest income for the third quarter of 2020 totaled $354.3 million, an increase of $16.9 million, or 5.0%, compared to the third quarter of 2019. The increase in net interest income was primarily due to an increase of $21.3 million in interest earned on loans due to loan growth and lower interest expense on deposits of $8.3 million, partially offset by a decrease in interest earned on overnight investments of $6.4 million. Interest and fee income related to SBA-PPP loans totaled $29.8 million in the third quarter of 2020.
The taxable-equivalent NIM was 3.06% in the third quarter of 2020, a decrease of 71 basis points from the same quarter in the prior year. The primary drivers of the margin decline were lower yields on interest-earning assets, partially offset by a decline in the rates paid on interest-bearing deposits, largely in time deposits and money market accounts, and borrowings.
Average interest-earning assets increased by $10.32 billion to $45.62 billion, compared to the third quarter of 2019. The primary drivers for this change were higher average loan balances, which increased $5.72 billion, due to contributions from loans originated under the SBA-PPP as well as recent acquisitions and organic loan growth, higher average investment securities of $2.97 billion and higher average overnight investments of $1.63 billion. The yield on interest-earning assets decreased by 82 basis points to 3.24% when compared to the third quarter of 2019. The yield on loans and leases decreased to 4.06%, or by 55 basis points, primarily due to lower yields on commercial and home equity loans as a result of downward rate resets on variable rate loans and lower rates on originations. The yield on overnight investments and investment securities decreased by 199 basis points and 82 basis points, respectively. The yield decrease on overnight investments was primarily due to a lower federal funds rate, while lower yields on investment securities were primarily due to yield declines in government agency and mortgage-backed securities.
Average interest-bearing liabilities increased by $5.04 billion to $25.59 billion, compared to the third quarter of 2019. This increase was primarily due to an increase in average interest-bearing deposit balances of $4.01 billion driven by contributions from organic deposit growth including SBA-PPP deposits, and recent acquisitions, as well as an increase in average long-term borrowings of $872.3 million.
48

Rates on interest-bearing liabilities decreased by 18 basis points to 0.32%, primarily due to decreased rates paid on borrowings and time deposits, checking with interest deposits, and money market accounts.
Nine Months of 2020 compared to Nine Months of 2019
The taxable-equivalent net interest income for the nine months ended September 30, 2020, was $1.03 billion, an increase of $44.5 million, or 4.5%, compared to the same period of 2019. The increase in net interest income was primarily due to an increase of $78.7 million in interest earned on loans primarily due to loan growth, partially offset by a decrease in interest earned on overnight investments of $15.0 million as well as an increase in total interest expense of $12.0 million. Interest and fee income related to SBA-PPP loans totaled $47.9 million in the first nine months of 2020.
The taxable-equivalent NIM was 3.23% for the nine months ended September 30, 2020, a decrease of 57 basis points from the same period of 2019. The primary drivers of the margin decline were lower yields on interest-earning assets coupled with increased borrowings, partially offset by a decline in the rates paid on interest-bearing deposits, largely in time deposits and money market accounts.
Average year-to-date interest-earning assets for the nine months ended September 30, 2020, increased by $7.68 billion to $42.15 billion, compared to the same period in 2019. This increase was primarily due to a $4.78 billion increase in average outstanding loans due the impact of growth from SBA-PPP loans, as well as recent acquisitions and organic loan growth. This increase was coupled with increases in average investment securities of $1.92 billion, primarily consisting of mortgage-backed securities, and average overnight investments of $974.8 million. The yield on interest-earning assets decreased by 57 basis points to 3.48% for the nine months ended September 30, 2020, compared to the same period in 2019. The yield on loans and leases decreased by 38 basis points primarily due to decreases in yields on commercial and residential loans. The yield on overnight investments and the investment securities portfolio decreased by 187 basis points and 62 basis points, respectively. The lower federal funds rate was the primary driver for the yield decrease on overnight investments, while the accelerated prepayments on mortgage-backed securities with reinvestment at lower yields were the primary drivers of the investment securities yield decline.
Average year-to-date interest-bearing liabilities for the nine months ended September 30, 2020 increased by $4.18 billion to $24.39 billion, compared to the same period in 2019. This increase was primarily due to a $3.27 billion increase in average interest-bearing deposit balances driven by SBA-PPP related deposits, as well as recent acquisitions and organic growth. The rate paid on interest-bearing deposits decreased by 4 basis points due primarily to decreased rates on time deposits, checking with interest deposits and money market accounts. The rate paid on interest-bearing liabilities decreased by 1 basis points to 0.42% for the nine months ended September 30, 2020 compared to same period in 2019.
Provision for Credit Losses
BancShares recorded net provision expense of $4.0 million for the three months ended September 30, 2020 compared to $6.8 million for the same period in 2019. This was due to stabilization in the macroeconomic forecasts, limited movement in credit quality metrics and continued low net charge-offs. For the nine months ended September 30, 2020, BancShares recorded a net provision expense of $52.9 million, compared to $23.7 million for same period in 2019. This increase was primarily COVID-19 related reserve build of $36.1 million as loss estimates consider the potential impact of slower economic activity and elevated unemployment, as well as potential mitigants due to government stimulus and loan accommodations.
Noninterest Income
Table 6
NONINTEREST INCOME
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Service charges on deposit accounts$20,841 $27,112 $64,776 $77,967 
Wealth management services26,369 25,212 75,152 74,786 
Cardholder services, net19,756 15,957 55,503 51,069 
Other service charges and fees7,892 8,237 22,829 23,823 
Merchant services, net6,763 6,034 18,014 18,324 
Mortgage income13,106 7,438 28,141 16,134 
Insurance commissions3,576 2,960 10,453 9,105 
ATM income1,537 1,635 4,354 4,771 
Marketable equity securities (losses) gains, net(2,701)(967)10,461 13,505 
Realized gains on investment securities available for sale, net21,425 1,136 54,972 6,855 
Other2,008 6,176 5,330 15,129 
Total noninterest income$120,572 $100,930 $349,985 $311,468 
49

Noninterest income is an essential component of our total revenue and is critical to our profitability level. The primary sources of noninterest income consist of fees and service charges generated from deposit accounts, cardholder and merchant services, wealth management services, and mortgage lending and servicing.
Noninterest income for the third quarter of 2020 was $120.6 million, compared to $100.9 million for the same period of 2019, an increase of $19.6 million, or 19.5%. The most significant components of the change were as follows:
Gains on sales of investment securities available for sale increased by $20.3 million.
Mortgage income increased by $5.7 million primarily due to origination volume brought about by lower mortgage rates.
Cardholder services income increased by $3.8 million primarily due to a decline in credit card reward redemptions driven by COVID-19, as well as an increase in transaction volume particularly by business customers.
Service charges on deposit accounts declined by $6.3 million primarily due to decreased customer activity and fees waived to aid our customers during the COVID-19 pandemic.

Noninterest income was $350.0 million for the first nine months of 2020, compared to $311.5 million for the same period of 2019, an increase of $38.5 million, or 12.4%. The most significant components of the change were as follows:
Gains on sales of investment securities available for sale increased by $48.1 million.
Mortgage income increased by $12.0 million primarily due to origination volume brought about by lower mortgage rates. The production-related income was partially offset by mortgage servicing rights impairment of $4.3 million recorded due to declining mortgage rates.
Cardholder services income increased $4.4 million primarily due to a decline in credit card reward redemptions driven by COVID-19, as well as an increase in transaction volume particularly by business customers.
Service charges on deposit accounts declined by $13.2 million primarily due to decreased customer activity and fees waived to aid our customers during the COVID-19 pandemic.
Other noninterest income decreased $9.8 million primarily due to acquired recoveries on PCD loans, formerly reported in noninterest income, now being recorded as a component of the allowance for credit losses.
Noninterest Expense
Table 7
NONINTEREST EXPENSE
Three months ended September 30Nine months ended September 30
(Dollars in thousands)2020201920202019
Salaries and wages$147,297 $137,841 $439,185 $406,788 
Employee benefits31,788 28,358 100,663 91,090 
Occupancy expense27,990 28,163 85,026 82,810 
Equipment expense29,430 28,770 86,054 83,999 
Processing fees paid to third parties11,927 7,250 32,485 20,980 
FDIC insurance expense2,167 2,440 9,364 7,857 
Collection and foreclosure-related expenses2,168 3,044 10,171 9,725 
Merger-related expenses3,507 3,892 12,108 9,695 
Telecommunications expense3,197 2,391 8,985 6,825 
Consultant expense2,936 2,764 9,223 9,284 
Advertising expense2,396 2,937 7,045 8,431 
Core deposit intangible amortization3,468 4,049 10,999 12,529 
Other23,391 18,526 72,004 61,466 
Total noninterest expense$291,662 $270,425 $883,312 $811,479 
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The primary components of noninterest expense are salaries and related employee benefits, occupancy and equipment expense.
Noninterest expense was $291.7 million during the third quarter of 2020, compared to $270.4 million for the same period in 2019, an increase of $21.2 million, or 7.9%. The most significant components of the change were as follows:
Personnel expense increased $12.9 million primarily due to an increase in salaries and wages as a result of merit increases and additional headcount from recent acquisitions.
Other noninterest expense increased $4.9 million primarily due to higher write-downs on OREO properties and increased pension costs due to a lower discount rate.
Processing fees paid to third parties increased $4.7 million primarily due to the expansion of digital banking offerings as well as processing fees related to recent acquisitions.
Noninterest expense was $883.3 million for the first nine months of 2020, compared to $811.5 million for the same period in 2019, an increase of $71.8 million, or 8.9%. The most significant components of the change were as follows:
Personnel expense increased by $42.0 million primarily due to an increase in salaries and wages as a result of merit increases and additional headcount from recent acquisitions.
Processing fees paid to third parties increased $11.5 million primarily due to the expansion of digital banking offerings as well as processing fees related to recent acquisitions.
Other noninterest expense increased $10.5 million primarily due to higher provision related to unfunded loan commitments as a result of the potential economic impact of COVID-19 and increased pension costs due to a lower discount rate.
Merger-related expenses increased $2.4 million primarily due to costs related to Entegra.
Occupancy expense increased $2.2 million primarily due to cleaning and sanitizing efforts in branches and corporate buildings to combat the spread of COVID-19.
Telecommunications expense increased $2.2 million primarily due to equipment upgrades to increase network capacity to facilitate remote access as corporate employees continue to work from home.
Income Taxes
Income tax expense was $35.8 million and $35.4 million for the third quarter of 2020 and 2019, respectively, representing effective tax rates of 20.1% and 22.1% during the periods. Income tax expense was $89.5 million and $105.0 million for the nine months ended September 30, 2020 and 2019, respectively, representing effective tax rates of 20.2% and 22.8% during the periods.
The effective tax rates for the third quarter and first nine months of 2020 were favorably impacted by $3.5 million and $10.4 million, respectively, due to BancShares’ decision in the second quarter to utilize an allowable alternative for computing its 2020 federal income tax liability. Without this alternative, the effective tax rate would have been approximately 22.0% and 22.6% for the third quarter and first nine months of 2020, respectively. The allowable alternative provides BancShares the ability to use the federal income tax rate for certain current year deductible amounts related to prior year FDIC-assisted acquisitions that was applicable when these amounts were originally subjected to tax.
We monitor and evaluate the potential impact of current events on the estimates used to establish income tax expenses and income tax liabilities. On a periodic basis, we evaluate our income tax positions based on current tax law, positions taken by various tax auditors within the jurisdictions where BancShares is required to file income tax returns, as well as potential or pending audits or assessments by tax auditors.
INTEREST-EARNING ASSETS
Interest-earning assets include investment securities, loans and leases, and overnight investments, all of which reflect varying interest rates based on the risk level and repricing characteristics of the underlying asset. Riskier investments typically carry a higher interest rate but expose us to higher levels of market risk. We strive to maintain a high level of interest-earning assets relative to total assets, while keeping non-earning assets at a minimum.
Interest-earning assets totaled $45.96 billion and $37.23 billion at September 30, 2020 and December 31, 2019, respectively. The $8.73 billion increase was primarily composed of a $3.96 billion increase in loans and leases, a $2.69 billion increase in investment securities and a $2.03 billion increase in overnight investments.
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Investment Securities
The primary objective of the investment portfolio is to generate incremental income by deploying excess funds into securities with minimal liquidity and credit risk, and low to moderate interest rate risk. Other objectives include acting as a stable source of liquidity, serving as a tool for asset and liability management and maintaining an interest rate risk profile compatible with BancShares’ objectives. Additionally, purchases of equities and corporate bonds in other financial institutions have been made largely under a long-term earnings optimization strategy. Changes in the total balance of our investment portfolio result from trends in balance sheet funding and market performance. Generally, when inflows arising from deposit and treasury services products exceed loan and lease demand, we invest excess funds into the securities portfolio and into overnight investments. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow overnight investments to decline and use proceeds from maturing securities and prepayments to fund loan demand. See Note C - Investments for additional disclosures.
The carrying value of investment securities totaled $9.86 billion at September 30, 2020, an increase of $2.69 billion compared to December 31, 2019. The increase in the portfolio was primarily attributable to deposit growth outpacing loan growth for the period, resulting in investment securities purchases of $8.80 billion, partially offset by sales of $4.22 billion and maturities and paydowns of $2.04 billion.
As part of the adoption of ASC 326, BancShares evaluated its portfolios of held to maturity and available for sale debt securities to determine the need to record a related allowance for credit losses. See Note A - Accounting Policies and Basis for Presentation for more detail on our policies and adoption. As of January 1, 2020, no allowance for credit losses was required for available for sale and held to maturity debt securities.
Available for sale securities are reported at fair value and unrealized gains and losses are included as a component of accumulated other comprehensive income (“AOCI”), net of deferred taxes. As of September 30, 2020, investment securities available for sale had a net pre-tax unrealized gain of $135.2 million, compared to a net pre-tax unrealized gain of $7.5 million as of December 31, 2019. Management evaluated the available for sale securities in an unrealized loss position and concluded that the unrealized losses relate to changes in interest rates relative to when the securities were purchased, and therefore, no allowance for credit losses was needed at September 30, 2020.
BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities. Given the consistently strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no allowance for credit losses was needed at September 30, 2020.

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Table 8
INVESTMENT SECURITIES
September 30, 2020December 31, 2019
(Dollars in thousands)
Composition(1)
CostFair
value
Composition(1)
CostFair
value
Investment securities available for sale
U.S. Treasury6.6 %$654,588 $654,762 5.7 %$409,397 $409,999 
Government agency6.6 659,260 654,941 9.5 684,085 682,772 
Residential mortgage-backed securities61.4 5,968,192 6,069,668 73.4 5,269,060 5,267,090 
Commercial mortgage-backed securities11.1 1,058,640 1,090,210 5.3 373,105 380,020 
Corporate bonds5.6 543,868 550,207 2.8 198,278 201,566 
State, county and municipal— — — 1.7 118,227 118,227 
Total investment securities available for sale91.3 8,884,548 9,019,788 98.4 7,052,152 7,059,674 
Investment in marketable equity securities0.9 100,408 93,074 1.2 59,262 82,333 
Investment securities held to maturity
Residential mortgage-backed securities6.4 614,489 627,394 — — — 
Commercial mortgage-backed securities1.3 130,987 131,602 — — — 
Other0.1 2,256 2,256 0.4 30,996 30,996 
Total investment securities held to maturity7.8 747,732 761,252 0.4 30,996 30,996 
Total investment securities100.0 %$9,732,688 $9,874,114 100.0 %$7,142,410 $7,173,003 
(1) Calculated as a percent of the total fair value of investment securities.
Loans and Leases
Loans for held for sale were $120.3 million at September 30, 2020, a net increase of $52.4 million since December 31, 2019. The increase is primarily due to originations of $775.9 million driven by low interest rates, partially offset by sales of $743.5 million.
Loans and leases held for investment were $32.85 billion at September 30, 2020, a net increase of $3.96 billion, representing annualized growth of 18.3% since December 31, 2019. This increase was driven by a $4.03 billion net increase in the non-PCD portfolio offset by a $62.8 million net decrease in the PCD loan portfolio. The net increase in the non-PCD portfolio was due to $3.11 billion related to SBA-PPP loans as well as organic growth primarily in our commercial segments. The net decrease in PCD loans was primarily due to pay downs and pay-offs, partially offset by a $19.0 million increase from the adoption of ASC 326. Excluding 2020 loans related to SBA-PPP loans, total loans grew by 3.9% on an annualized basis.
BancShares reports non-PCD and PCD loan portfolios separately, and the non-PCD portfolio is further divided into commercial and consumer segments. Non-PCD loans and leases at September 30, 2020 were $32.35 billion compared to $28.32 billion at December 31, 2019, representing 98.5% and 98.1% of total loans, respectively. PCD loans at September 30, 2020 were $495.9 million, compared to $558.7 million of PCI loans at December 31, 2019, representing 1.5% and 1.9% of loans, respectively.
The discount related to acquired non-PCD loans and leases at September 30, 2020 and non-PCI loans and leases at December 31, 2019 was $23.0 million and $30.9 million, respectively. The discount related to PCD loans at September 30, 2020 and PCI loans at December 31, 2019 was $49.2 million and $88.2 million, respectively. The primary driver of the decrease in PCD discount is the adoption of ASC 326, which resulted in a reclassification of the credit portion of the loan discount to the ACL of $19.0 million.
During the three months ended September 30, 2020 and 2019, accretion income on purchased non-PCD loans and leases was $2.8 million and $3.6 million, respectively. During the three months ended September 30, 2020 and 2019, interest and accretion income on purchased PCD loans and leases was $15.0 million and $16.5 million, respectively.
During the nine months ended September 30, 2020 and 2019, accretion income on purchased non-PCD loans and leases was $7.8 million and $10.3 million, respectively. During the nine months ended September 30, 2020 and 2019, interest and accretion income on purchased PCD loans and leases was $48.0 million and $46.1 million, respectively.
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Table 9
LOANS AND LEASES
(Dollars in thous