Management's discussion and analysis ("MD&A") provides supplemental information,
which sets forth the major factors that have affected our financial condition
and results of operations and should be read in conjunction with the
Consolidated Financial Statements and related notes. The following information
should provide a better understanding of the major factors and trends that
affect our earnings performance and financial condition, and how our performance
during 2020 compares with prior years. Throughout this section, Capital City
Bank Group, Inc., and subsidiaries, collectively, is referred to as "CCBG,"
"Company," "we," "us," or "our."



                 CAUTION CONCERNING FORWARD-LOOKING STATEMENTS



This Quarterly Report on Form 10-Q, including this MD&A section, contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, among
others, statements about our beliefs, plans, objectives, goals, expectations,
estimates and intentions that are subject to significant risks and uncertainties
and are subject to change based on various factors, many of which are beyond our
control. The words "may," "could," "should," "would," "believe," "anticipate,"
"estimate," "expect," "intend," "plan," "target," "goal," and similar
expressions are intended to identify forward-looking statements.



All forward-looking statements, by their nature, are subject to risks and
uncertainties. Our actual future results may differ materially from those set
forth in our forward-looking statements. Please see the Introductory Note and
Item 1A. Risk Factors of our 2019 Report on Form 10-K, as updated in our
subsequent quarterly reports filed on Form 10-Q, and in our other filings made
from time to time with the SEC after the date of this report.



However, other factors besides those listed in our Quarterly Report or in our
Annual Report also could adversely affect our results, and you should not
consider any such list of factors to be a complete set of all potential risks or
uncertainties. Any forward-looking statements made by us or on our behalf speak
only as of the date they are made. We do not undertake to update any
forward-looking statement, except as required by applicable law.



BUSINESS OVERVIEW



We are a financial holding company headquartered in Tallahassee, Florida, and we
are the parent of our wholly owned subsidiary, Capital City Bank (the "Bank" or
"CCB"). The Bank offers a broad array of products and services through a total
of 57 full-service offices located in Florida, Georgia, and Alabama. The Bank
offers commercial and retail banking services, as well as trust and asset
management, and retail securities brokerage. We offer residential mortgage
banking services through Capital City Home Loans.



Our profitability, like most financial institutions, is dependent to a large
extent upon net interest income, which is the difference between the interest
and fees received on earning assets, such as loans and securities, and the
interest paid on interest-bearing liabilities, principally deposits and
borrowings. Results of operations are also affected by the provision for credit
losses, noninterest income such as deposit fees, wealth management fees,
mortgage banking fees and bank card fees, and operating expenses such as
salaries and employee benefits, occupancy and other operating expenses,
including income taxes.



A detailed discussion regarding the economic conditions in our markets and our
long-term strategic objectives is included as part of the MD&A section of our
2019 Form 10-K.



Strategic Alliance. On March 1, 2020, CCB completed its acquisition of a 51%
membership interest in Brand Mortgage Group, LLC ("Brand") which is now operated
as a Capital City Home Loans ("CCHL"). CCHL was consolidated into CCBG's
financial statements effective March 1, 2020. See Note 1 - Business Combination
in the Consolidated Financial Statements. The primary reasons for the strategic
alliance with Brand were to gain access to an expanded residential mortgage
product line-up and investor base (including mandatory delivery channel for loan
sales), to hedge our net interest income business and to generate other
operational synergies and cost savings.



                                       36

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RESPONSE TO COVID-19 PANDEMIC





In March 2020, the outbreak of the novel Coronavirus Disease 2019 ("COVID-19")
was recognized as a pandemic by the World Health Organization. The spread of
COVID-19 has created a global public health crisis that has resulted in
unprecedented uncertainty, volatility and disruption in financial markets and in
governmental, commercial and consumer activity in the United States and
globally, including the markets that we serve. Governmental responses to the
pandemic have included orders closing businesses not deemed essential and
directing individuals to restrict their movements, observe social distancing,
and shelter in place. These actions, together with responses to the pandemic by
businesses and individuals, resulted in rapid decreases in commercial and
consumer activity, temporary closures of many businesses that led to a loss of
revenues and a rapid increase in unemployment, material decreases in oil and gas
prices and in business valuations, disrupted global supply chains, market
downturns and volatility, changes in consumer behavior related to pandemic
fears, related emergency response legislation, monetary stimulus, and an
expectation that Federal Reserve policy will maintain a low interest rate
environment for the foreseeable future.



We have taken deliberate actions to ensure that we have the balance sheet strength to serve our clients and communities, including a strong liquidity position and adequate reserves supported by a strong capital position. Our business and consumer clients are experiencing varying degrees of financial distress, which may continue in the coming months. In order to protect the health of our clients and associates and comply with applicable government directives, we have modified our business practices as noted below. We will continue to closely monitor this pandemic and respond with needed changes as this situation evolves. We discuss the potential impacts on our financial performance in more detail throughout parts of the MD&A section.





COVID-19 Update



?Lobby access remains open for all of our banking offices and operations are
subject to national guidelines and local safety ordinances to protect both
clients and associates - we continue to monitor changing conditions with the
pandemic and their impacts on client and associate interactions within our
banking offices

?Most operational associates returned to work in early June 2020, but we have extended some remote work arrangements on a case-by-case basis

?Enhanced digital access options are available for banking products and access to sales associates

?We continue to monitor COVID-19 case count trends in our markets and respond appropriately to help ensure client and associate safety

?We continue to support clients with the Small Business Administration Payment Protection Program ("SBA PPP") by actively assisting with the forgiveness process

NON-GAAP FINANCIAL MEASURES





We present a tangible common equity ratio and a tangible book value per diluted
share that, in each case, removes the effect of goodwill resulting from merger
and acquisition activity. We believe these measures are useful to investors
because it allows investors to more easily compare our capital adequacy to other
companies in the industry, although the manner in which we calculate non-GAAP
financial measures may differ from that of other companies reporting non-GAAP
measures with similar names. The GAAP to non-GAAP reconciliation for each
quarter presented on page 38 is provided below.

                                                   2020                                                2019                                  2018
(Dollars in Thousands,             Third          Second         First      

Fourth Third Second First Fourth except per share data) Shareowners' Equity (GAAP) $ 339,425 $ 335,057 $ 328,507

$ 327,016 $ 321,562 $ 314,595 $ 308,986 $ 302,587 Less: Goodwill (GAAP)

                 89,095         89,095         89,275  

84,811 84,811 84,811 84,811 84,811 Tangible Shareowners' A Equity (non-GAAP)

                    250,330        245,962        239,232  

242,205 236,751 229,784 224,175 217,776 Total Assets (GAAP)

                3,587,041      3,499,524      3,086,523  

3,088,953 2,934,513 3,017,654 3,052,051 2,959,183 Less: Goodwill (GAAP)

                 89,095         89,095         89,275  

84,811 84,811 84,811 84,811 84,811 Tangible Assets (non-GAAP) B $ 3,497,946 $ 3,410,429 $ 2,997,248

$ 3,004,142 $ 2,849,702 $ 2,932,843 $ 2,967,240 $ 2,874,372 Tangible Common Equity A/B Ratio (non-GAAP)

                       7.16%          7.21%          7.98%  

8.06% 8.31% 7.83% 7.56% 7.58% Actual Diluted Shares C Outstanding (GAAP)

                16,800,563     16,821,743     16,845,462     16,855,161     16,797,241     16,773,449     16,840,496     16,808,542
Diluted Tangible Book Value A/C
(non-GAAP)                             14.90          14.62          14.20          14.37          14.09          13.70          13.31          12.96


                                       37

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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)




(Dollars in Thousands,                          2020                                                     2019                                    2018
Except
Per Share Data)               Third            Second           First          Fourth           Third          Second           First          Fourth
Summary of Operations:
  Interest Income           $    26,166      $    26,512     $    27,365     $    28,008     $    28,441     $    28,665     $    27,722     $    26,370
  Interest Expense                1,044            1,054           1,592           1,754           2,244           2,681           2,814           

2,022


  Net Interest Income            25,122           25,458          25,773          26,254          26,197          25,984          24,908          24,348
  Provision for Credit            1,308            2,005           4,990           (162)             776             646             767             457
  Losses
  Net Interest Income
  After
  Provision for Credit           23,814           23,453          20,783   

26,416 25,421 25,338 24,141 23,891

Losses


  Noninterest Income             34,965           30,199          15,478    

13,828 13,903 12,770 12,552 13,238


  Noninterest Expense            40,342           37,303          30,969    

29,142 27,873 28,396 28,198 26,505


  Income Before Income           18,437           16,349           5,292          11,102          11,451           9,712           8,495          10,624
  Taxes
  Income Tax Expense              3,165            2,950           1,282           2,537           2,970           2,387           2,059           2,166

(Income) Loss Attributable


  to NCI                        (4,875)          (4,253)             277               -               -               -               -               -
  Net Income Attributable
  to CCBG                        10,397            9,146           4,287           8,565           8,481           7,325           6,436           

8,458

Net Interest Income $ 25,233 $ 25,564 $ 25,877

  $    26,378     $    26,333     $    26,116     $    25,042     $    24,513
  (FTE)

Per Common Share:
  Net Income Basic          $      0.62      $      0.55     $      0.25     $      0.51     $      0.51     $      0.44     $      0.38     $      0.50
  Net Income Diluted               0.62             0.55            0.25            0.51            0.50            0.44            0.38            0.50
  Cash Dividends Declared          0.14             0.14            0.14            0.13            0.13            0.11            0.11            0.09
  Diluted Book Value              20.20            19.92           19.50           19.40           19.14           18.76           18.35           18.00
  Diluted Tangible Book           14.90            14.62           14.20           14.37           14.09           13.70           13.31           12.96
  Value(1)
  Market Price:
  High                            21.71            23.99           30.62           30.95           28.00           25.00           25.87           26.95
  Low                             17.55            16.16           15.61           25.75           23.70           21.57           21.04           19.92
  Close                           18.79            20.95           20.12           30.50           27.45           24.85           21.78           23.21

Selected Average
Balances:
  Loans, Net                $ 2,097,700      $ 2,057,925     $ 1,882,703

$ 1,846,190 $ 1,837,548 $ 1,823,311 $ 1,780,406 $ 1,785,570


  Earning Assets              3,223,838        3,016,772       2,751,880    

2,694,700 2,670,081 2,719,217 2,704,802 2,554,482


  Total Assets                3,539,332        3,329,226       3,038,788       2,982,204       2,959,310       3,010,662       2,996,511       2,849,245
  Deposits                    2,971,277        2,783,453       2,552,690       2,524,951       2,495,755       2,565,431       2,564,715       2,412,375
  Shareowners' Equity           340,073          333,515         331,891    

326,904 320,273 313,599 307,262 302,196

Common Equivalent Average


  Shares:
  Basic                          16,771           16,797          16,808          16,750          16,747          16,791          16,791          16,989
  Diluted                        16,810           16,839          16,842          16,834          16,795          16,818          16,819          17,050

Performance Ratios:


  Return on Average                1.17 %           1.10 %          0.57 %  

1.14 % 1.14 % 0.98 % 0.87 % 1.18 %

Assets


  Return on Average               12.16            11.03            5.20           10.39           10.51            9.37            8.49           

11.10

Equity


  Net Interest Margin              3.12             3.41            3.78            3.89            3.92            3.85            3.75            3.81
  (FTE)
  Noninterest Income as %
  of
  Operating Revenue               58.19            54.26           37.52           34.50           34.67           32.95           33.51          

35.22


  Efficiency Ratio                67.01            66.90           74.89           72.48           69.27           73.02           75.01           

70.21

Asset Quality:

Allowance for Credit $ 23,137 $ 22,457 $ 21,083

 $    13,905     $    14,319     $    14,593     $    14,120     $    14,210
  Losses ("ACL")
  ACL to Loans HFI                 1.16 %           1.11 %          1.13 %          0.75 %          0.78 %          0.79 %          0.78 %          0.80 %
  Nonperforming Assets            6,732            8,025           6,337           5,425           5,454           6,632           6,949           

9,101

("NPAs")


  NPAs to Total Assets             0.19             0.23            0.21            0.18            0.19            0.22            0.23           

0.31


  NPAs to Loans HFI plus           0.34             0.40            0.34            0.29            0.30            0.36            0.39           

0.51

OREO


  ACL to Non-Performing Loans    420.30           322.37          432.61    

310.99 290.55 259.55 279.77 206.79


  Net Charge-Offs to Average       0.11             0.05            0.23            0.05            0.23            0.04            0.20            0.10
  Loans HFI

Capital Ratios:
  Tier 1 Capital                  16.77 %          16.59 %         16.12 %         17.16 %         16.83 %         16.36 %         16.34 %         16.36 %
  Total Capital                   17.88            17.60           17.19           17.90           17.59           17.13           17.09           17.13
  Common Equity Tier 1            14.20            14.01           13.55           14.47           14.13           13.67           13.62           13.58
  Leverage                         9.64            10.12           10.81           11.25           11.09           10.64           10.53           10.89
  Tangible Common                  7.16             7.21            7.98            8.06            8.31            7.83            7.56            7.58
  Equity(1)

  (1)Non-GAAP financial measure. See non-GAAP reconciliation on page 37.





                                       38

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FINANCIAL OVERVIEW


A summary overview of our financial performance is provided below.





Results of Operations



Performance Summary. Net income of $10.4 million, or $0.62 per diluted share,
for the third quarter of 2020 compared to net income of $9.1 million, or $0.55
per diluted share, for the second quarter of 2020, and $8.5 million, or $0.50
per diluted share, for the third quarter of 2019. For the first nine months of
2020, net income totaled $23.8 million, or $1.42 per diluted share, compared to
net income of $22.2 million, or $1.32 per diluted share, for the same period of
2019.



Net Interest Income. Tax-equivalent net interest income for the third quarter of
2020 was $25.2 million compared to $25.6 million for the second quarter of 2020
and $26.3 million for the third quarter of 2019. For the first nine months of
2020, tax-equivalent net interest income totaled $76.7 million compared to $77.5
million in 2019. The decrease compared to all prior periods reflected lower
rates earned on overnight funds, investment securities and variable rate loans,
partially offset by lower cost for deposits.



Provision and Allowance for Credit Losses. Provision for credit losses was $1.3
million for the third quarter of 2020 compared to $2.0 million for the second
quarter of 2020 and $0.8 million for the third quarter of 2019. For the first
nine months of 2020, the provision was $8.3 million compared to $2.2 million for
the same period of 2019. The higher provision in 2020 reflected expected losses
due to deterioration in economic conditions related to COVID-19. At September
30, 2020, excluding SBA PPP loans, the allowance represented 1.28% of loans held
for investment.



Noninterest Income and Noninterest Expense. The consolidation of CCHL's mortgage
banking operations on March 1, 2020 impacted our noninterest income and
noninterest expense comparisons for the three and nine month periods ended
September 30, 2020. To better understand the impact, we provide an analysis of
Noninterest Income and Noninterest Expense for CCBG excluding CCHL ("Core CCBG")
and CCHL under those respective headings below (Pages 42-44). CCHL operations
contributed $3.8 million, or $0.23 per diluted share, to CCBG earnings for the
third quarter of 2020 compared to $3.4 million, or $0.20 per diluted share for
the second quarter of 2020 driven by continued robust mortgage production. At
Core CCBG, noninterest income increased $1.1 million, or 9.8%, over the second
quarter of 2020 driven by increased consumer spending (deposit and bank card
fees) and improved financial markets (wealth fees). Compared to the three and
nine month periods of 2019, Core CCBG noninterest expense increased $0.5
million, or 1.9%, and decreased $2.6 million, or 3.0%, respectively.



Financial Condition



Earning Assets. Average earning assets were $3.224 billion for the third quarter
of 2020, an increase of $207.1 million, or 6.9% over the second quarter of 2020,
and an increase of $529.1 million, or 19.6% over the fourth quarter of 2019. The
increase over both prior periods was primarily driven by higher deposit balances
and reflected strong core deposit growth and funding retained at the bank from
SBA PPP loans and various other stimulus programs.



Loans. Average loans held for investment increased $22.2 million, or 1.1%, over
the second quarter of 2020 and $171.1 million, or 9.3%, over the fourth quarter
of 2019. Period end loan balances decreased $24.0 million, or 1.2%, from the
second quarter of 2020 and increased $162.2 million, or 8.8%, over the fourth
quarter of 2019. SBA PPP loans averaged and ended the third quarter of 2020 at
$190 million compared to $134 million and $190 million, respectively, at the end
of the second quarter.



Credit Quality. Nonaccrual loans totaled $5.5 million (0.28% of HFI loans) at
September 30, 2020 compared to $7.0 million (0.34% of HFI loans) at June 30,
2020 and $4.5 million (0.27% of HFI loans) at December 31, 2019. Classified
loans totaled $16.8 million, $17.1 million, and $20.8 million at the same
respective periods. We continue to closely monitor borrowers and loan portfolio
segments impacted by the pandemic and loans still on extension totaled $40
million at September 30, 2020, of which $2 million was classified. Approximately
$285 million in loans extended have resumed making regularly scheduled payments.



Deposits. Average total deposits increased $187.8 million, or 6.8%, over the
second quarter of 2020, and $446.3 million, or 17.7%, over the fourth quarter of
2019. Period end deposit balances grew $54.4 million and $364.0 million over the
second quarter of 2020 and fourth quarter of 2019, respectively, indicating
strong growth in core deposit balances. The estimated initial deposit inflows
related to two of the pandemic related stimulus programs that occurred primarily
during the second quarter were $179 million (SBA PPP) and $64 million (Economic
Impact Payment stimulus checks).



Capital. At September 30, 2020, we were well-capitalized with a total risk-based
capital ratio of 17.88% and a tangible common equity ratio (a non-GAAP financial
measure) of 7.16% compared to 17.60% and 7.21%, respectively, at June 30, 2020
and 17.90% and 8.06%, respectively, at December 31, 2019. At September 30, 2020,
all of our regulatory capital ratios exceeded the threshold to be
well-capitalized under the Basel III capital standards.



                                       39

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RESULTS OF OPERATIONS



Net Income



For the third quarter of 2020, we realized net income of $10.4 million, or $0.62
per diluted share, compared to net income of $9.1 million, or $0.55 per diluted
share, for the second quarter of 2020 and net income of $8.5 million, or $0.50
per diluted share, for the third quarter of 2019.



For the first nine months of 2020, net income totaled $23.8 million, or $1.42
per diluted share, compared to net income of $22.2 million, or $1.32 per diluted
share, for the same period of 2019.



Compared to the second quarter of 2020, the $2.1 million increase in operating
profit was attributable to a $4.7 million increase in noninterest income and a
$0.7 million decrease in the provision for credit losses, partially offset by
higher noninterest expense of $3.0 million and lower net interest income of $0.3
million.



Compared to the third quarter of 2019, the $7.0 million increase in operating
profit was attributable to a $21.1 million increase in noninterest income,
partially offset by higher noninterest expense of $12.5 million, a $0.5 million
increase in the provision for credit losses and lower net interest income of
$1.1 million.



The $10.4 million increase in operating profit for the first nine months of 2020
versus the comparable period of 2019 was attributable to higher noninterest
income of $41.4 million, partially offset by higher noninterest expense of $24.2
million, a $6.1 million increase in the provision for credit losses and lower
net interest income of $0.7 million.



The aforementioned period over period variances reflect the acquisition of a 51% membership interest and consolidation of CCHL late in the first quarter of 2020.

A condensed earnings summary of each major component of our financial performance is provided below:



                                                Three Months Ended                         Nine Months Ended
                                   September 30,     June 30,     September 30,     September 30,     September 30,
(Dollars in Thousands, except          2020            2020           2019              2020              2019
per share data)
Interest Income                    $       26,166   $   26,512    $       28,441     $      80,043    $       84,828
Taxable Equivalent Adjustments                111          106               136               321               402
Total Interest Income (FTE)                26,277       26,618            28,577            80,364            85,230
Interest Expense                            1,044        1,054             2,244             3,690             7,739
Net Interest Income (FTE)                  25,233       25,564            26,333            76,674            77,491
Provision for Credit Losses                 1,308        2,005               776             8,303             2,189
Taxable Equivalent Adjustments                111          106               136               321               402
Net Interest Income After                  23,814       23,453            25,421            68,050            74,900
Provision for Credit Losses
Noninterest Income                         34,965       30,199            13,903            80,642            39,225
Noninterest Expense                        40,342       37,303            27,873           108,614            84,467
Income Before Income Taxes                 18,437       16,349            11,451            40,078            29,658
Income Tax Expense                          3,165        2,950             2,970             7,397             7,416
Pre-Tax Income Attributable to            (4,875)      (4,253)                 -           (8,851)                 -
Noncontrolling Interest
Net Income Attributable to         $       10,397   $    9,146    $        8,481     $      23,830    $       22,242
Common Shareowners

Basic Net Income Per Share         $         0.62   $     0.55    $         0.51     $        1.42    $         1.33
Diluted Net Income Per Share       $         0.62   $     0.55    $         0.50     $        1.42    $         1.32




Net Interest Income



Net interest income represents our single largest source of earnings and is
equal to interest income and fees generated by earning assets less interest
expense paid on interest bearing liabilities. This information is provided on a
"taxable equivalent" basis to reflect the tax-exempt status of income earned on
certain loans and state and local government debt obligations. We provide an
analysis of our net interest income including average yields and rates in Table
I on page 52.



                                       40

--------------------------------------------------------------------------------

Tax-equivalent net interest income for the third quarter of 2020 was $25.2 million compared to $25.6 million for the second quarter of 2020 and $26.3 million for the third quarter of 2019. For the first nine months of 2020, tax-equivalent net interest income totaled $76.7 million compared to $77.5 million in 2019. The decrease compared to all prior periods reflected lower rates earned on overnight funds, investment securities and variable rate loans, partially offset by lower cost for deposits.





The federal funds target rate has remained in the range of 0.00%-0.25% since
March 2020 when the Fed reduced its overnight rate by 150 basis points, and as a
result, we continue to experience lower repricing of our variable/adjustable
rate earning assets. Our overall cost of funds remained low during the third
quarter of 2020 at 0.13% compared to 0.14% for the second quarter of 2020. Due
to highly competitive fixed-rate loan pricing in our markets, we continue to
review our loan pricing and make adjustments where we believe appropriate and
prudent.



Our net interest margin for the third quarter of 2020 was 3.12%, a decrease of
29 basis points from the second quarter of 2020 and a decline of 80 basis points
from the third quarter of 2019. For the first nine months of 2020, the net
interest margin decreased 42 basis points to 3.42%. The decrease compared to all
prior periods was primarily attributable to a combination of lower rates and
considerable growth in overnight funds, which reduced our margin. Our net
interest margin for the third quarter of 2020, excluding the impact of SBA PPP
loans, was 3.17%. Given our extremely low cost of funds with limited ability to
lower rates much further, we anticipate the margin to remain at these lower
levels until more of the funding from various stimulus programs is paid down or
deployed into higher yielding assets. We discuss the effect of the pandemic
related stimulus programs on our balance sheet in more detail below under
Financial Condition.



Provision for Credit Losses



The provision for credit losses for the third quarter of 2020 was $1.3 million
compared to $2.0 million for the second quarter of 2020 and $0.8 million for the
third quarter of 2019. For the first nine months of 2020, the provision was $8.3
million compared to $2.2 million in 2019. The higher provision in 2020 reflected
expected losses due to deterioration in economic conditions related to COVID-19.
We further discuss the various factors that have impacted our provision expense
for 2020 below under the heading Allowance for Credit Losses.

Charge-off activity for the respective periods is set forth below:



                                                       Three Months Ended                              Nine Months Ended
                                       September 30,         June 30,       

September 30, September 30, September 30, (Dollars in Thousands, except per 2020

                2020               2019              2020              2019
share data)
CHARGE-OFFS
Commercial, Financial and             $          137         $    186         $        289       $       685      $        619
Agricultural
Real Estate - Construction                         -                -                  223                 -               223
Real Estate - Commercial Mortgage                 17                -                   26                28               181
Real Estate - Residential                          1                1                   44               112               373
Real Estate - Home Equity                         58               52                  333               141               430
Consumer(1)                                    1,069            1,175                  744             3,810             2,059
Total Charge-offs                     $        1,282         $  1,414         $      1,659       $     4,776      $      3,885

RECOVERIES
Commercial, Financial and             $           74         $     74         $         86       $       188      $        218
Agricultural
Real Estate - Construction                         -                -                    -                 -                 -
Real Estate - Commercial Mortgage                 30               70                  142               291               312
Real Estate - Residential                         35               51                   46               126               313
Real Estate - Home Equity                         41               64                   58               138               150
Consumer(1)                                      517              914                  277             2,126               812
Total Recoveries                      $          697         $  1,173         $        609       $     2,869      $      1,805

Net Charge-offs                       $          585         $    241         $      1,050       $     1,907      $      2,080

Net Charge-offs (Annualized) as a               0.11 %           0.05 %               0.23 %            0.13 %            0.15 %

percent of Average Loans HFI

(1)Includes overdrafts. Prior to the first quarter 2020, overdraft losses were netted against deposit fees in noninterest income.






                                       41

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Noninterest Income



Noninterest income for the third quarter of 2020 totaled $35.0 million compared
to $30.2 million for the second quarter of 2020 and $13.9 million for the third
quarter of 2019. For the first nine months of 2020, noninterest income totaled
$80.6 million compared to $39.2 million for same period of 2019. The improvement
over all prior periods was primarily attributable to higher mortgage banking
revenues at CCHL. Higher deposit fees, bank card fees, and wealth management
fees contributed to the increase over the second quarter of 2020. Compared to
both prior year periods, deposit fees declined primarily due to the impact of
government stimulus during the second quarter related to the COVID-19 pandemic,
but were partially offset by higher debit card activity, which drove improvement
in bank card fees. Relative to the second quarter, deposit fees improved in the
third quarter of 2020 reflecting higher utilization of our overdraft service.



Noninterest income represented 58.2% of operating revenues (net interest income
plus noninterest income) in the third quarter of 2020 compared to 54.3% in the
second quarter of 2020 and 34.7% in the third quarter of 2019. For the first
nine months of 2020, noninterest income represented 51.4% of operating revenues
compared to 33.7% for the same period of 2019.



CCHL's mortgage banking operations were consolidated on March 1, 2020. The table
below reflects the major components of noninterest income for Core CCBG and CCHL
to facilitate a better understanding of period over period comparisons.

                                          Three Months Ended                                 Nine Months Ended
                         Sep 30, 2020         Jun 30, 2020        Sep 30, 

2019 Sep 30, 2020 Sep 30, 2019

(Dollars in

thousands) Core CCBG CCHL Core CCBG CCHL Core CCBG CCHL Core CCBG CCHL Core CCBG CCHL


  Deposit Fees      $     4,316        - $     3,756 $      - $     4,961 $    - $    13,087 $      - $    14,492 $    -
  Bank Card Fees          3,389        -       3,142        -       2,972      -       9,582        -       8,863      -
  Wealth Management
  Fees                    2,808        -       2,554        -       2,992      -       7,966        -       7,719      -
  Mortgage Banking
  Revenues                  208   22,775         241   19,156       1,587      -       1,587   44,046       3,779      -
  Other                   1,182      287       1,147      203       1,391      -       3,787      587       4,372      -
  Total Noninterest
  Income            $    11,903 $ 23,062 $    10,840 $ 19,359 $    13,903 $    - $    36,009 $ 44,633 $    39,225 $    -



Significant components of noninterest income are discussed in more detail below.





Mortgage Banking Revenues. Mortgage banking revenues totaled $23.0 million for
the third quarter of 2020 compared to $19.4 million for the second quarter of
2020 and $1.6 million for the third quarter of 2019. For the first nine months
of 2020, revenues totaled $45.6 million compared to $3.8 million for the same
period of 2019. The increase over all prior periods was attributable to the
strategic alliance with CCHL that began on March 1, 2020. For the third quarter
of 2020, the purchase/refinance mortgage production mix was 60%/40% compared to
50%/50% for the second quarter of 2020.



Deposit Fees. Deposit fees for the third quarter of 2020 totaled $4.3 million,
an increase of $0.6 million, or 14.9%, over the second quarter of 2020, and a
decrease of $0.6 million, or 13.0%, from the third quarter of 2019. For the
first nine months of 2020, deposit fees totaled $13.1 million, a decrease of
$1.4 million, or 9.7%, from the same period of 2019. Compared to the second
quarter of 2020, the improvement was due to higher utilization of our overdraft
service driven by increased consumer spending. The decrease from the prior year
periods reflected lower utilization of our overdraft service driven by slower
consumer spending and the impact of stimulus payments in the second quarter of
2020 related to the COVID-19 pandemic.



Bank Card Fees. Bank card fees for the third quarter of 2020 totaled $3.4
million, a $0.2 million, or 7.9% increase over the second quarter of 2020, and a
$0.4 million, or 14.0%, increase over the third quarter of 2019. For the first
nine months of 2020, bank card fees totaled $9.6 million, an increase of $0.7
million, or 8.1%, over the same period of 2019. Compared to the second quarter
of 2020, the improvement reflected higher card activity driven by increased
consumer spending. The increase over both prior year periods reflected various
initiatives aimed at growing our bank card revenues, including an account
acquisition initiative that began in early 2019 as well as periodic debit and
credit card promotions.



Wealth Management Fees. Wealth management fees, which include both trust fees
(i.e., managed accounts and trusts/estates) and retail brokerage fees (i.e.,
investment, insurance products, and retirement accounts) totaled $2.8 million
for the third quarter of 2020, a $0.3 million, or 9.9%, increase over the second
quarter of 2020 and a $0.2 million, or 6.1%, decrease from the third quarter of
2019. For the first nine months of 2020, wealth management fees totaled $8.0
million, an increase of $0.2 million, or 3.2%, over the same period of 2019. The
favorable variances versus the second quarter of 2020 and nine month period of
2019 reflected higher assets under management. In the third quarter of 2019, we
realized very strong insurance product sales which is the cause of the slight
decline in fees versus the third quarter of 2019. At September 30, 2020, total
assets under management were approximately $1.823 billion compared to $1.774
billion at December 31, 2019 and $1.692 billion at September 30, 2019.



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Other. Other income for the third quarter of 2020 totaled $1.5 million, an
increase of $0.1 million, or 8.8%, over the second quarter of 2020, and $0.1
million, or 5.6%, over the third quarter of 2019. For the first nine months of
2020, other income totaled $4.4 million, comparable to the same period of 2019.



Noninterest Expense



Noninterest expense for the third quarter of 2020 totaled $40.3 million compared
to $37.3 million for the second quarter of 2020 and $27.9 million for the third
quarter of 2019. The increase over the second quarter of 2020 was primarily
attributable to higher compensation expense of $2.5 million and other expense of
$0.4 million. The increase in compensation reflected higher commission expense
of $1.6 million related to higher mortgage production volume at CCHL and lower
realized loan cost (credit offset to salary expense) of $1.0 million related to
the high level of SBA PPP loan originations in the second quarter. Higher
amortization expense for mortgage servicing rights at CCHL and Core CCBG
expenses (debit card losses, activity based costs, and miscellaneous expenses)
drove the increase in other expense. The increase in expenses compared to the
third quarter of 2019 is solely attributable to the addition of CCHL as CCBG
Core Bank expenses declined reflecting lower commission expense attributable to
the transfer of residential mortgage operations to CCHL.



For the first nine months of 2020, noninterest expense totaled $108.6 million,
an increase of $24.2 million over the same period of 2019 attributable to the
addition of expenses at CCHL, including compensation expense of $21.8 million,
occupancy expense of $1.8 million, and other expense of $3.1 million. Core CCBG
noninterest expense decreased $2.4 million and reflected lower compensation
expense of $1.2 million (primarily commissions - attributable to transfer of
residential mortgage operations to CCHL), ORE expense of $0.9 million (gain on
sale of banking office), and other expense of $1.4 million (pension plan),
partially offset by higher occupancy expense of $1.1 million (technology
investment and upgrades, premises maintenance, and pandemic related costs).



CCHL's mortgage banking operations were consolidated on March 1, 2020. The table
below reflects the major components of noninterest expense for Core CCBG and
CCHL to facilitate better understanding of period over period comparisons.

                                        Three Months Ended                                 Nine Months Ended
                       Sep 30, 2020         Jun 30, 2020        Sep 30, 2019        Sep 30, 2020        Sep 30, 2019
(Dollars in
thousands)          Core CCBG    CCHL    Core CCBG    CCHL    Core CCBG   CCHL   Core CCBG    CCHL    Core CCBG   CCHL
Salaries          $    11,603   10,753 $    11,596 $  8,381 $    12,533 $    - $    36,687 $ 21,376 $    37,314 $    -
Associate
Benefits                3,616      192       3,477      204       3,670      -      11,049      446      11,675      -
Total
Compensation           15,219   10,945      15,073    8,585      16,203    

- 47,736 21,822 48,989 -



Premises                2,356      407       2,247      381       2,305      -       6,854      921       6,506      -
Equipment               2,705      438       2,783      387       2,405      -       7,985      923       7,250      -
Total Occupancy         5,061      845       5,030      768       4,710    

- 14,839 1,844 13,756 -



Legal Fees                340        3         477     (65)         361      -       1,285     (61)       1,176      -
Professional Fees       1,000      175       1,126      208       1,042      -       3,182      448       3,116      -
Processing
Services                1,529        -       1,447        -       1,605      -       4,533        -       4,534      -
Advertising               537      288         468      331         531      -       1,466      742       1,670      -
Travel and
Entertainment             114       90         115       39         282      -         470      205         763      -
Printing and
Supplies                  198       32         181       31         189      -         566       76         524      -
Telephone                 573      110         724      105         664      -       1,873      248       1,952      -
Postage                   175       30         172       31         180      -         523       72         514      -
Insurance - Other         434        -         420        -           4      -       1,150        -         803      -
Other Real Estate
Owned, Net                248     (29)         102       14           6      -       (449)     (14)         444      -
Miscellaneous           1,782      643       1,367      554       2,096      -       4,726    1,332       6,226      -
Total Other
Expense                 6,930    1,342       6,599    1,248       6,960      -      19,325    3,048      21,722      -

Total Noninterest
Expense           $    27,210 $ 13,132 $    26,702 $ 10,601 $    27,873 $    - $    81,900 $ 26,714 $    84,467 $    -



Significant components of noninterest expense are discussed in more detail below.





Compensation. Compensation expense totaled $26.2 million for the third quarter
of 2020 compared to $23.7 million for the second quarter of 2020 and $16.2
million for the third quarter of 2019. For the first nine months of 2020,
compensation expense totaled $69.6 million compared to $49.0 million for the
same period of 2019.



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Compared to the second quarter of 2020, the increase in consolidated
compensation expense was primarily attributable to higher commission expense of
$1.6 million related to higher mortgage production volume at CCHL and lower
realized loan cost (credit offset to salary expense) of $1.0 million at Core
CCBG related to the high level of SBA PPP loan originations in the second
quarter. Compared to the third quarter of 2019, lower commission expense drove
the decrease at Core CCBG and reflected the transfer of residential mortgage
operations to CCHL.



Compared to the nine month period of 2019, the $20.6 million increase in
consolidated compensation expense reflected the addition of compensation expense
from the integration of the CCHL acquisition. Core CCBG compensation expense
declined by $1.2 million attributable to lower commission expense of $1.4
million (transfer of residential mortgage operations to CCHL), higher realized
loan cost (credit offset to salary expense) of $0.6 million and lower associate
benefit expense of $0.6 million (primarily stock compensation), partially offset
by higher cash incentives of $0.6 million, base salaries of $0.3 million, and
contractual employment of $0.3 million (tax advisory services for CCHL
transaction).



Occupancy. Occupancy expense totaled $5.9 million for the third quarter of 2020
compared to $5.8 million for the second quarter of 2020 and $4.7 million for the
third quarter of 2019. For the first nine months of 2020, occupancy expense
totaled $16.7 million compared to $13.8 million for the same period of 2019.
Compared to both prior year periods, the increase in consolidated occupancy
expense was primarily attributable to the addition of occupancy expense from the
integration of the CCHL acquisition. Higher occupancy expense at Core CCBG also
contributed to the increase, but to a lesser extent, and reflected increases in
FF&E depreciation and maintenance agreements (related to technology investment
and upgrades), maintenance for premises, and pandemic related cleaning/supply
costs. Pandemic related costs reflected in occupancy expense for 2020 at Core
CCBG totaled approximately $0.3 million and will phase out over a period of time
as the pandemic subsides.



Other. Other noninterest expense totaled $8.3 million for the third quarter of
2020 compared to $7.8 million for the second quarter of 2020 and $7.0 million
for the third quarter of 2019. For the first nine months of 2020, other
noninterest expense totaled $22.4 million compared to $21.7 million for the same
period of 2019. Compared to the second quarter of 2020, the $0.4 million
increase was driven by higher amortization expense for mortgage servicing rights
at CCHL and higher debit card losses at Core CCBG. The $1.3 million increase
over the third quarter of 2019 was attributable to the addition of expenses at
CCHL. Compared to the nine month period of 2019, the $0.7 million increase
reflected the addition of $3.0 million in expenses at CCHL partially offset by a
$2.4 million decrease in other expenses at Core CCBG. Lower ORE expense of $0.9
million (primarily due to a $1.0 million gain from the sale of a banking office)
and a $1.4 million reduction in expense for our pension plan drove the decrease
in other expenses at Core CCBG.



Our operating efficiency ratio (expressed as noninterest expense as a percentage
of the sum of taxable-equivalent net interest income plus noninterest income)
was 67.01% for the third quarter of 2020 compared to 66.90% for the second
quarter of 2020 and 69.27% for the third quarter of 2019. For the first nine
months of 2020, this ratio was 69.04% compared to 72.37% for the same period of
2019. The improvement in this metric was primarily attributable to higher
noninterest income driven by our strategic alliance with CCHL.



Income Taxes



We realized income tax expense of $3.2 million (effective rate of 17%) for the
third quarter of 2020 compared to $2.9 million (effective rate of 18%) for the
second quarter of 2020 and $3.0 million (effective rate of 26%) for the third
quarter of 2019. For the first nine months of 2020, we realized income tax
expense of $7.4 million (effective rate of 18%) compared to $7.4 million
(effective rate of 25%) for the same period of 2019. The decrease in our
effective tax rate in 2020 reflected the impact of converting CCHL to a
partnership for tax purposes in the second quarter of 2020. Absent discrete
items, we expect our annual effective tax rate to approximate 18%-19% for the
remainder of 2020.



FINANCIAL CONDITION



Average earning assets were $3.224 billion for the third quarter of 2020, an
increase of $207.1 million, or 6.9%, over the second quarter of 2020, and an
increase of $529.1 million, or 19.6%, over the fourth quarter of 2019. The
increase over both prior periods was primarily driven by higher deposit balances
which funded growth in the loan portfolio and overnight funds sold. Deposit
balances increased as a result of strong core deposit growth, in addition to
funding retained at the bank from SBA PPP loans, and various other stimulus
programs. The impact of pandemic related stimulus programs on our balance sheet
in the third quarter of 2020 is discussed below under Loans and Deposits.



Investment Securities



In the third quarter of 2020, our average investment portfolio decreased $49.1
million, or 8.1%, from the second quarter of 2020 and decreased $62.1 million,
or 10.0%, from the fourth quarter of 2019. Securities in our investment
portfolio represented 17.3% of our average earning assets for the third quarter
of 2020 compared to 20.1% for the second quarter of 2020, and 23.0% for the
fourth quarter of 2019. For the remainder of 2020, we will continue to monitor
the interest rate environment for opportunities to purchase additional
investment securities where appropriate.

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The investment portfolio is a significant component of our operations and, as
such, it functions as a key element of liquidity and asset/liability management.
Two types of classifications are approved for investment securities which are
Available-for-Sale ("AFS") and Held-to-Maturity ("HTM"). During the third
quarter of 2020, we purchased securities under the AFS designation. At September
30, 2020, $328.3 million, or 61.8%, of our investment portfolio was classified
as AFS, and $202.6 million, or 38.2%, classified as HTM. The average maturity of
our total portfolio at September 30, 2020 was 2.22 years compared to 2.24 years
and 2.11 years at June 30, 2020 and December 31, 2019, respectively.



We determine the classification of a security at the time of acquisition based
on how the purchase will affect our asset/liability strategy and future business
plans and opportunities. We consider multiple factors in determining
classification, including regulatory capital requirements, volatility in
earnings or other comprehensive income, and liquidity needs. Securities in the
AFS portfolio are recorded at fair value with unrealized gains and losses
associated with these securities recorded net of tax, in the accumulated other
comprehensive income component of shareowners' equity. HTM securities are
acquired or owned with the intent of holding them to maturity. HTM investments
are measured at amortized cost. We do not trade, nor do we presently intend to
begin trading investment securities for the purpose of recognizing gains and
therefore we do not maintain a trading portfolio.



At September 30, 2020 there were 30 positions (all SBA securities) with
unrealized losses at September 30, 2020 totaling $0.1 million (all AFS). SBA
securities carry the full faith and credit guarantee of the US Government, and
are 0% risk-weighted assets for regulatory purposes. None of these positions
with unrealized losses are considered impaired, and all are expected to mature
at par. Further, we believe the long history of no credit losses on these
securities indicates that the expectation of nonpayment of the amortized cost
basis is zero, even if the U.S. government were to technically default.



Loans



Average loans held for investment ("HFI") increased $22.2 million, or 1.1%, over
the second quarter of 2020 and $171.1 million, or 9.3%, over the fourth quarter
of 2019. We have originated SBA PPP loans totaling $190 million (reflected in
the commercial loan category) which averaged and ended the third quarter at $190
million. SBA PPP loans averaged $134 million in the second quarter of 2020.
Period-end HFI loans decreased $24.0, or 1.2%, from the second quarter of 2020
and increased $162.2 million, or 8.8%, over the fourth quarter of 2019. The
decline in the core loan portfolio (excluding SBA PPP loans) has been driven by
residential real estate loan run-off reflective of the lower rate environment
and refinancing activity as well as lower utilization of commercial lines of
credit reflective of the economic slowdown.



To date, our borrowers have submitted a nominal level of SBA PPP forgiveness
applications, but these applications are expected to accelerate over the next
six months. Amortized SBA PPP loan fees totaled approximately $0.6 million for
the third quarter of 2020 and $0.4 million for the second quarter of 2020. At
September 30, 2020, we had approximately $4.0 million (net) in deferred SBA PPP
loan fees.



Without compromising our credit standards, changing our underwriting standards,
or taking on inordinate interest rate risk, we continue to closely monitor our
markets and make minor rate adjustments as necessary.



Credit Quality



Nonperforming assets (nonaccrual loans and OREO) totaled $6.7 million at
September 30, 2020, a $1.3 million decrease from June 30, 2020, and a $1.3
million increase over December 31, 2019. Nonaccrual loans totaled $5.5 million
(0.28% of HFI loans) at September 30, 2020 compared to $7.0 million (0.34% of
HFI loans) at June 30, 2020 and $4.5 million (0.27% of HFI loans) at December
31, 2019. The balance of OREO totaled $1.2 million at September 30, 2020, an
increase of $0.2 million over June 30, 2020 and a $0.3 million increase over
December 31, 2019.



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(Dollars in Thousands)               September 30, 2020      June 30, 2020      December 31, 2019
Nonaccruing Loans:
    Commercial, Financial and         $            330      $          548       $           446
    Agricultural
    Real Estate - Construction                     283                 146                     -
    Real Estate - Commercial                     1,365               2,580                 1,434
    Mortgage
    Real Estate - Residential                    2,815               2,400                 1,392
    Real Estate - Home Equity                      592               1,010                   797
    Consumer                                       120                 282                   403

Total Nonaccruing Loans ("NALs")(1) $ 5,505 $ 6,966

      $         4,472
Other Real Estate Owned                          1,227               1,059                   953

Total Nonperforming Assets ("NPAs") $ 6,732 $ 8,025

     $         5,425

Past Due Loans 30 - 89 Days           $          3,191      $        2,948       $         4,871
Performing Troubled Debt                        14,693              15,133                16,888
Restructurings

Nonaccruing Loans/Loans HFI                       0.28 %              0.34 %                0.24 %
Nonperforming Assets/Total Assets                 0.19                0.23                  0.18
Nonperforming Assets/Loans HFI Plus               0.34                 0.4                  0.29
OREO
Allowance/Nonaccruing Loans                     420.30              322.37                310.99




(1)Nonaccrual TDRs totaling $0.6 million, $0.9 million, and $0.7 million are
included in NALs for September 30, 2020, June 30, 2020 and December 31, 2019,
respectively.



COVID-19 Exposure



We continue to analyze our loan portfolio for segments that have been affected
by the stressed economic and business conditions caused by the pandemic. Certain
at-risk segments total 8% of our loan balances at September 30, 2020, including
hotel (3%), restaurant (1%), retail and shopping centers (3%), and other (1%).
The other segment includes churches, non-profits, education, and recreational.
To assist our clients, in mid-March of 2020, we began allowing short term 60 to
90 day loan extensions for affected borrowers. A roll-forward of loan extension
activity is provided in the table below. Approximately 83% of the $325 million
in loans extended were for commercial borrowers and 17% for consumer borrowers.
Approximately $285 million, or 88% of the loan balances associated with these
borrowers have resumed making regularly scheduled payments. Of the $40 million
that remains on extension, approximately $2 million was classified at September
30, 2020 and $26 million is related to six hotel loans which were not
classified, but continue to be monitored closely.

                                                                     % Loans Extended
At October 2, 2020 (Dollars in
thousands)                                # Loans     Loan Amount   # Loans    $ Loans
Loans Extended                              2,333   $     325,014
Loans Resuming Payments                   (2,129)       (284,548)     91%        88%
Loans Still on Extension                      204   $      40,466      9%        12%
Loans Still on Extension / Loans HFI
(excluding SBA PPP)                                          2.2%




Allowance for Credit Losses



The allowance for credit losses is a valuation account that is deducted from the
loans' amortized cost basis to present the net amount expected to be collected
on the loans. The allowance for credit losses is adjusted by a credit loss
provision which is reported in earnings, and reduced by the charge-off of loan
amounts, net of recoveries. Loans are charged off against the allowance when
management believes the uncollectability of a loan balance is confirmed.
Expected recoveries do not exceed the aggregate of amounts previously
charged-off and expected to be charged-off. Expected credit loss inherent in
non-cancellable off-balance sheet credit exposures is provided through the
credit loss provision, but recorded as a separate liability included in other
liabilities.



Management estimates the allowance balance using relevant available information,
from internal and external sources, relating to past events, current conditions,
and reasonable and supportable forecasts. Historical loan default and loss
experience provides the basis for the estimation of expected credit losses.
Adjustments to historical loss information incorporate management's view of
current conditions and forecasts.



Detailed information regarding the methodology for estimating the amount
reported in the allowance for credit losses is provided in Note 1 - Business and
Basis of Presentation/Allowance for Credit Losses in the Consolidated Financial
Statements.

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At September 30, 2020, the allowance for credit losses totaled $23.1 million
compared to $22.5 million at June 30, 2020 and $13.9 million at December 31,
2019. At September 30, 2020, the allowance represented 1.16% of outstanding
loans held for investment (HFI) and provided coverage of 420% of nonperforming
loans compared to 1.11% and 322%, respectively, at June 30, 2020 and 0.75% and
311%, respectively, at December 31, 2019. At September 30, 2020, excluding SBA
PPP loans (100% government guaranteed), the allowance represented 1.28% of loans
held for investment.



The adoption of ASC 326 ("CECL") on January 1, 2020 had an impact of $4.0
million ($3.3 million increase in the allowance for credit losses and $0.7
million increase in the allowance for unfunded loan commitments (other liability
account)). The $6.4 million build (provision of $8.3 million less net
charge-offs of $1.9 million) in the allowance for credit losses for the first
nine months of 2020 reflected a higher forecasted rate of unemployment due to
stressed economic conditions related the COVID-19 pandemic.



Deposits



Average total deposits were $2.971 billion for the third quarter of 2020, an
increase of $187.8 million, or 6.8%, over the second quarter of 2020, and an
increase of $446.3 million, or 17.7%, over the fourth quarter of 2019. Period
end deposit balances grew $54.4 million and $364.0 million over the second
quarter of 2020 and fourth quarter of 2019, respectively, indicating strong
growth in core deposit balances. The estimated deposit inflows related to the
two pandemic related stimulus programs that occurred primarily during the second
quarter were $179 million (SBA PPP) and $64 million (Economic Impact Payment
stimulus checks). Given these large increases, the potential exists for our
deposit levels to be volatile over the coming quarters due to the uncertain
timing of the outflows of the stimulus related deposits and the economic
recovery. It is anticipated that current liquidity levels will remain robust due
to our strong overnight funds sold position.



We monitor deposit rates on an ongoing basis and adjust if necessary, as a prudent pricing discipline remains the key to managing our mix of deposits.

MARKET RISK AND INTEREST RATE SENSITIVITY

Market Risk and Interest Rate Sensitivity





Overview. Market risk management arises from changes in interest rates, exchange
rates, commodity prices, and equity prices. We have risk management policies to
monitor and limit exposure to interest rate risk and do not participate in
activities that give rise to significant market risk involving exchange rates,
commodity prices, or equity prices. Our risk management policies are primarily
designed to minimize structural interest rate risk.



Interest Rate Risk Management. Our net income is largely dependent on net
interest income. Net interest income is susceptible to interest rate risk to the
degree that interest-bearing liabilities mature or re-price on a different basis
than interest-earning assets. When interest-bearing liabilities mature or
re-price more quickly than interest-earning assets in a given period, a
significant increase in market rates of interest could adversely affect net
interest income. Similarly, when interest-earning assets mature or re-price more
quickly than interest-bearing liabilities, falling interest rates could result
in a decrease in net interest income. Net interest income is also affected by
changes in the portion of interest-earning assets that are funded by
interest-bearing liabilities rather than by other sources of funds, such as
noninterest-bearing deposits and shareowners' equity.



We have established a comprehensive interest rate risk management policy, which
is administered by management's Asset/Liability Management Committee ("ALCO").
The policy establishes risk limits, which are quantitative measures of the
percentage change in net interest income (a measure of net interest income at
risk) and the fair value of equity capital (a measure of economic value of
equity ("EVE") at risk) resulting from a hypothetical change in interest rates
for maturities from one day to 30 years. We measure the potential adverse
impacts that changing interest rates may have on our short-term earnings,
long-term value, and liquidity by employing simulation analysis through the use
of computer modeling. The simulation model is designed to capture optionality
factors such as call features and interest rate caps and floors imbedded in
investment and loan portfolio contracts. As with any method of analyzing
interest rate risk, there are certain shortcomings inherent in the interest rate
modeling methodology that we use. When interest rates change, actual movements
in different categories of interest-earning assets and interest-bearing
liabilities, loan prepayments, and withdrawals of time and other deposits, may
deviate significantly from the assumptions that we use in our modeling. Finally,
the methodology does not measure or reflect the impact that higher rates may
have on variable and adjustable-rate loan clients' ability to service their
debts, or the impact of rate changes on demand for loan and deposit products.



We prepare a current base case and several alternative simulations at least once
per quarter and present the analysis to ALCO, with the risk metrics also
reported to the Board of Directors. In addition, more frequent forecasts may be
produced when interest rates are particularly uncertain or when other business
conditions so dictate.



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Our interest rate risk management goal is to maintain expected changes in our
net interest income and capital levels due to fluctuations in market interest
rates within acceptable limits. Management attempts to achieve this goal by
balancing, within policy limits, the volume of variable-rate liabilities with a
similar volume of variable-rate assets, by keeping the average maturity of
fixed-rate asset and liability contracts reasonably matched, by maintaining our
core deposits as a significant component of our total funding sources and by
adjusting rates to market conditions on a continuing basis.



We test our balance sheet using varying interest rate shock scenarios to analyze
our interest rate risk. Average interest rates are shocked by plus or minus 100,
200, 300, and 400 basis points ("bp"), although we may elect not to use
particular scenarios that we determined are impractical in a current rate
environment. It is management's goal to structure the balance sheet so that net
interest earnings at risk over 12-month and 24-month periods, and the economic
value of equity at risk, do not exceed policy guidelines at the various interest
rate shock levels.



We augment our interest rate shock analysis with alternative external interest
rate scenarios on a quarterly basis. These alternative interest rate scenarios
may include non-parallel rate ramps.



Analysis. Measures of net interest income at risk produced by simulation analysis are indicators of an institution's short-term performance in alternative rate environments. These measures are typically based upon a relatively brief period and do not necessarily indicate the long-term prospects or economic value of the institution.

ESTIMATED CHANGES IN NET INTEREST INCOME (1)

Percentage Change (12-month shock) +400 bp +300 bp +200 bp +100 bp -100 bp



           Policy Limit            -15.0%  -12.5%  -10.0%   -7.5%   -7.5%
        September 30, 2020          30.4%   22.4%   14.5%   6.9%    -2.5%
           June 30,2020             22.2%   16.2%   10.3%   4.9%    -2.1%

Percentage Change (24-month shock) +400 bp +300 bp +200 bp +100 bp -100 bp



           Policy Limit            -17.5%  -15.0%  -12.5%  -10.0%  -10.0%
        September 30, 2020          42.5%   29.0%   15.9%   3.4%   -11.8%
           June 30,2020             38.9%   26.9%   15.0%   3.7%   -10.1%




The Net Interest Income at Risk position indicates that in the short-term, all
rising rate environments will positively impact the net interest margin of the
Company, while a declining rate environment of 100bp will have a negative impact
on the net interest margin. Compared to the prior quarter-end, the 12-month and
24-month periods of Net Interest Income at Risk positions became more favorable
in the rising rate scenarios, and were slightly less favorable in the falling
rate scenario. The primary driver for the negative impact quarter-over-quarter
in the falling rate scenario was due to higher levels of nonmaturity deposits,
and our limited ability to lower these rates relative to the decline in market
rates. The favorable comparisons in the rising rate environment were primarily
due to our growth in overnight funds as a result of growth in our nonmaturity
deposits and runoff from the investment portfolio.



All measures of Net Interest Income at Risk are within our prescribed policy
limits over the next 12-months. Over the 24-month period, we are out of
compliance in the down 100bp scenario, due to our limited ability to lower our
deposit rates relative to the decline in market rate and the additional 12
months for the lower rates to migrate through the earning asset portfolios.



The measures of equity value at risk indicate our ongoing economic value by considering the effects of changes in interest rates on all of our cash flows, and discounting the cash flows to estimate the present value of assets and liabilities. The difference between the aggregated discounted values of the assets and liabilities is the economic value of equity, which, in theory, approximates the fair value of our net assets.


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ESTIMATED CHANGES IN ECONOMIC VALUE OF EQUITY (1)

Changes in Interest Rates +400 bp +300 bp +200 bp +100 bp -100 bp


       Policy Limit          -30.0%  -25.0%  -20.0%  -15.0%  -15.0%
    September 30, 2020       113.3%   90.2%   64.0%   34.8%  -60.9%
       June 30,2020          106.1%   84.8%   60.4%   32.9%  -63.0%



(1) Down 200, 300, and 400 bp scenarios have been excluded due to the low interest rate environment.





At September 30, 2020, the economic value of equity results are favorable in all
rising rate environments and are within prescribed tolerance levels. In the down
100 bp scenario, the projected change in EVE is outside of the desired
parameters. Given the current interest rate environment and the historically
high levels of liquidity, management is monitoring the EVE analysis in light of
the current economic environment, but has chosen not to institute immediate
balance sheet changes to address the down 100 bp scenario.



LIQUIDITY AND CAPITAL RESOURCES





Liquidity



In general terms, liquidity is a measurement of our ability to meet our cash
needs. Our objective in managing our liquidity is to maintain our ability to
meet loan commitments, purchase securities or repay deposits and other
liabilities in accordance with their terms, without an adverse impact on our
current or future earnings. Our liquidity strategy is guided by policies that
are formulated and monitored by our ALCO and senior management, which take into
account the marketability of assets, the sources and stability of funding and
the level of unfunded commitments. We regularly evaluate all of our various
funding sources with an emphasis on accessibility, stability, reliability and
cost-effectiveness. Our principal source of funding has been our client
deposits, supplemented by our short-term and long-term borrowings, primarily
from securities sold under repurchase agreements, federal funds purchased and
FHLB borrowings. We believe that the cash generated from operations, our
borrowing capacity and our access to capital resources are sufficient to meet
our future operating capital and funding requirements.



At September 30, 2020, we had the ability to generate $1.253 billion in
additional liquidity through all of our available resources (this excludes $626
million in overnight funds sold). In addition to the primary borrowing outlets
mentioned above, we also have the ability to generate liquidity by borrowing
from the Federal Reserve Discount Window and through brokered deposits. We
recognize the importance of maintaining liquidity and have developed a
Contingent Liquidity Plan, which addresses various liquidity stress levels and
our response and action based on the level of severity. We periodically test our
credit facilities for access to the funds, but also understand that as the
severity of the liquidity level increases that certain credit facilities may no
longer be available. We conduct a liquidity stress test on a quarterly basis
based on events that could potentially occur at the Bank and report results to
ALCO, our Market Risk Oversight Committee, Risk Oversight Committee and the
Board of Directors. At September 30, 2020, we believe the liquidity available to
us was sufficient to meet our on-going needs and execute our business strategy.



We view our investment portfolio primarily as a source of liquidity and have the
option to pledge the portfolio as collateral for borrowings or deposits, and/or
sell selected securities. The portfolio consists of debt issued by the U.S.
Treasury, U.S. governmental and federal agencies, and municipal governments. The
weighted average life of the portfolio was approximately 2.22 years at September
30, 2020, and the available for sale portfolio had a net unrealized pre-tax gain
of $4.4 million.



Our average overnight funds position (defined deposits with banks plus Fed funds
sold less Fed funds purchased) was $567.9 million during the third quarter of
2020 compared to an average net overnight funds sold position of $351.5 million
in the second quarter of 2020 and $228.1 million in the fourth quarter of 2019.
The increase compared to both prior periods was driven by deposit inflows
related to pandemic related stimulus programs and growth in our core deposits
(see Deposits).



We expect our capital expenditures will be approximately $7.0 million over the
next 12 months, which will primarily consist of office remodeling, office
equipment/furniture, and technology purchases. Management expects that these
capital expenditures will be funded with existing resources without impairing
our ability to meet our on-going obligations.



Borrowings



At September 30, 2020, short term borrowings totaled $90.9 million compared to
$64.0 million at June 30, 2020 and $6.4 million at December 31, 2019. The
increase over both prior periods was attributable to higher residential mortgage
warehouse borrowings at CCHL. Additional detail on these borrowings is provided
in Note 4 - Mortgage Banking Activities in the Consolidated Financial
Statements.



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At September 30, 2020, fixed rate credit advances from the FHLB totaled $4.3
million in outstanding debt consisting of eight notes. During the first nine
months of 2020, the Bank made FHLB advance payments totaling approximately $1.0
million, which included an advance of $0.3 million that matured. No advances
paid off early, and we did not obtain any new FHLB advances during this period.
The FHLB notes are collateralized by a blanket floating lien on all of our 1-4
family residential mortgage loans, commercial real estate mortgage loans, and
home equity mortgage loans.



We have issued two junior subordinated deferrable interest notes to our wholly
owned Delaware statutory trusts. The first note for $30.9 million was issued to
CCBG Capital Trust I in November 2004, of which $10 million was retired in April
2016. The second note for $32.0 million was issued to CCBG Capital Trust II in
May 2005. The interest payment for the CCBG Capital Trust I borrowing is due
quarterly and adjusts quarterly to a variable rate of three-month LIBOR plus a
margin of 1.90%. This note matures on December 31, 2034. The interest payment
for the CCBG Capital Trust II borrowing is due quarterly and adjusts quarterly
to a variable rate of three-month LIBOR plus a margin of 1.80%. This note
matures on June 15, 2035. The proceeds from these borrowings were used to
partially fund acquisitions. Under the terms of each junior subordinated
deferrable interest note, in the event of default or if we elect to defer
interest on the note, we may not, with certain exceptions, declare or pay
dividends or make distributions on our capital stock or purchase or acquire any
of our capital stock. We are in the process of evaluating the impact of the
expected discontinuation of LIBOR in 2021 on our two junior subordinated
deferrable interest notes.



During the second quarter of 2020 we entered into a derivative cash flow hedge
of our interest rate risk related to our subordinated debt. The notional amount
of the derivative is $30 million ($10 million of the CCBG Capital Trust I
borrowing and $20 million of the CCBG Capital Trust II borrowing). The interest
rate swap agreement requires CCBG to pay fixed and receive variable (Libor plus
spread) and has an average all-in fixed rate of 2.50% for 10 years. Additional
detail on the interest rate swap agreement is provided in Note 5 - Derivatives
in the Consolidated Financial Statements.

CAPITAL

Our capital ratios are presented below. At September 30, 2020, our regulatory capital ratios exceeded the threshold to be designated as "well-capitalized" under the Basel III capital standards.



(Dollars in Thousands)                       September 30, 2020          June 30, 2020         December 31, 2019
Shareowner's Equity                            $    339,425              $   335,057              $    327,016
Leverage Ratio                                         9.64 %                  10.12 %                   11.25 %
Tier 1 Capital Ratio                                  16.77                    16.59                     17.16
Total Risk Based Capital Ratio                        17.88                    17.60                     17.90
Common Equity Tier 1 Capital Ratio                    14.20                    14.01                     14.47
Tangible Common Equity Ratio(1)                        7.16 %                   7.21 %                    8.06 %

(1) Non-GAAP financial measure. See non-GAAP reconciliation on page 37.






Shareowners' equity was $339.4 million at September 30, 2020 compared to $335.1
million at June 30, 2020 and $327.0 million at December 31, 2019. For the first
nine months of 2020, shareowners' equity was positively impacted by net income
of $23.8 million, a $2.4 million increase in the unrealized gain on investment
securities, net adjustments totaling $0.9 million related to transactions under
our stock compensation plans, and stock compensation accretion of $0.6 million.
Shareowners' equity was reduced by common stock dividends of $7.1 million ($0.42
per share), a $3.1 million (net of tax) adjustment to retained earnings for the
adoption of CECL, reclassification of $3.1 million to temporary equity to
increase the redemption value of the non-controlling interest in CCHL, and share
repurchases of $2.0 million (99,952 shares).



At September 30, 2020, our common stock had a book value of $20.20 per diluted
share compared to $19.92 at June 30, 2020 and $19.40 at December 31, 2019. Book
value is impacted by the net after-tax unrealized gains and losses on AFS
investment securities. At September 30, 2020, the net gain was $3.3 million
compared to a $3.9 million net gain at June 30, 2020 and a $0.9 million net gain
at December 31, 2019. Book value is also impacted by the recording of our
unfunded pension liability through other comprehensive income in accordance with
Accounting Standards Codification Topic 715. At September 30, 2020, the net
pension liability reflected in other comprehensive loss was $29.0 million
compared to $29.0 million at December 31, 2019 and $26.8 million at September
30, 2019. This liability is re-measured annually on December 31st based on an
actuarial calculation of our pension liability. Significant assumptions used in
calculating the liability are discussed in our 2019 Form 10-K "Critical
Accounting Policies" and include the weighted average discount rate used to
measure the present value of the pension liability, the weighted average
expected long-term rate of return on pension plan assets, and the assumed rate
of annual compensation increases, all of which will vary when re-measured. The
discount rate assumption used to calculate the pension liability is subject to
long-term corporate bond rates at December 31st. The estimated impact to the
pension liability based on a 25-basis point increase or decrease in long-term
corporate bond rates used to discount the pension obligation would decrease or
increase the pension liability by approximately $5.9 million (after-tax) using
the balances from the December 31, 2019 measurement date.

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In January 2019, our Board of Directors authorized the repurchase of up to
750,000 shares of our outstanding common stock through February 2024, which
replaced our prior repurchase program that was set to expire in February 2019.
Repurchases may be made in the open market or in privately negotiated
transactions; however, we are not obligated to repurchase any specified number
of shares. During the first nine months of 2020, we repurchased a total of
99,952 shares (23,000 shares in the third quarter) at an average price of $20.39
per share under the plan. For 2019, we purchased a total of 77,000 shares at an
average price of $23.40.


OFF-BALANCE SHEET ARRANGEMENTS

We are a party to financial instruments with off-balance sheet risks in the normal course of business to meet the financing needs of our clients.





At September 30, 2020, we had $704.3 million in commitments to extend credit and
$6.9 million in standby letters of credit. Commitments to extend credit are
agreements to lend to a client so long as there is no violation of any condition
established in the contract. Commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by us to guarantee
the performance of a client to a third party. We use the same credit policies in
establishing commitments and issuing letters of credit as we do for on-balance
sheet instruments.



If commitments arising from these financial instruments continue to require
funding at historical levels, management does not anticipate that such funding
will adversely impact our ability to meet our on-going obligations. In the event
these commitments require funding in excess of historical levels, management
believes current liquidity, advances available from the FHLB and the Federal
Reserve, and investment security maturities provide a sufficient source of funds
to meet these commitments.



Certain agreements provide that the commitments are unconditionally cancellable
by the bank and for those agreements no allowance for credit losses has been
recorded. We have recorded an allowance for credit losses on loan commitments
that are not unconditionally cancellable by the bank, which is included in other
liabilities on the consolidated statements of financial condition and totaled
$1.5 million at September 30, 2020.



CRITICAL ACCOUNTING POLICIES





Our significant accounting policies are described in Note 1 to the Consolidated
Financial Statements included in our 2019 Form 10-K. The preparation of our
Consolidated Financial Statements in accordance with GAAP and reporting
practices applicable to the banking industry requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses, and to disclose contingent assets and liabilities. Actual results
could differ from those estimates.



We have identified accounting for (i) the allowance for credit losses, (ii)
valuation of goodwill, (iii) pension benefits, and (iv) income taxes as our most
critical accounting policies and estimates in that they are important to the
portrayal of our financial condition and results, and they require our
subjective and complex judgment as a result of the need to make estimates about
the effects of matters that are inherently uncertain. These accounting policies,
including the nature of the estimates and types of assumptions used, are
described throughout this Item 2, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in our 2019 Form 10-K.



As discussed in Note 1 - Business and Basis of Presentation/Significant
Accounting Policies, our policies related to the allowance for credit losses
changed on January 1, 2020 in connection with the adoption of ASC 326. The
amount of the allowance for credit losses represents management's best estimate
of current expected credit losses considering available information, from
internal and external sources, relevant to assessing exposure to credit loss
over the contractual term of the instrument. Relevant available information
includes historical credit loss experience, current conditions and reasonable
and supportable forecasts. While historical credit loss experience provides the
basis for the estimation of expected credit losses, adjustments to historical
loss information may be made for differences in current portfolio-specific risk
characteristics, environmental conditions or other relevant factors. While
management utilizes its best judgment and information available, the ultimate
adequacy of our allowance accounts is dependent upon a variety of factors beyond
our control, including the performance of our portfolios, the economy, changes
in interest rates and the view of the regulatory authorities toward
classification of assets.



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TABLE I
AVERAGE BALANCES & INTEREST RATES

                                               Three Months Ended September 30,                                             Nine Months Ended September 30,
                                         2020                                     2019                                2020                                   2019
                            Average                     Average      Average                 Average      Average                 Average       Average                 Average
(Dollars in Thousands)      Balances        Interest      Rate      Balances     Interest      Rate      Balances     Interest     Rate        Balances     Interest      Rate
Assets:
Loans HFI and HFS,       $    2,097,700      $ 23,698     4.50 %   $ 1,837,548    $ 24,113     5.21 %   $ 2,013,243    $ 71,175      4.73 %   $ 1,813,964    $ 70,705     5.21 %
Net(1)(2)
Taxable Securities(2)           553,395         2,401     1.73         607,363       3,249     2.13         594,654       8,104      1.82         613,382       9,936     2.16
Tax-Exempt Securities             4,860            32     2.66          18,041          73     1.63           5,338          94      2.34          29,237         347     1.59
Funds Sold                      567,883           146     0.10         207,129       1,142     2.19         385,245         991      0.34         241,323       4,242     2.35
Total Earning Assets          3,223,838        26,277     3.25 %     2,670,081      28,577     4.25 %     2,998,480      80,364      3.58 %     2,697,906      85,230     4.22 %
Cash & Due From Banks            69,893                                 50,981                               66,512                                

52,210


Allowance For Credit           (22,948)                               (14,863)                             (19,672)                              (14,576)
Losses
Other Assets                    268,549                                253,111                              257,993                               253,152
TOTAL ASSETS              $   3,539,332                            $ 2,959,310                          $ 3,303,313                           $ 2,988,692

Liabilities:
NOW Accounts             $      826,776      $     61     0.03 %   $  

749,678 $ 1,235 0.65 % $ 808,389 $ 864 0.14 % $ 821,819 $ 4,613 0.75 % Money Market Accounts

           247,185            32     0.05         238,565         264     0.44         227,331         189      0.11         238,664         775     0.43
Savings Accounts                438,762            54     0.05         372,593          46     0.05         409,230         150      0.05         369,726         136     0.05
Other Time Deposits             104,522            43     0.16         111,447          51     0.18         104,925         144      0.18         115,215         159     0.18
Total Interest Bearing        1,617,245           190     0.05       1,472,283       1,596     0.43       1,549,875       1,347      0.12       1,545,424       5,683     0.49
Deposits
Short-Term Borrowings            74,557           498     2.66           8,697          27     1.24          60,335       1,051      2.33           9,890          93     1.27
Subordinated Notes               52,887           316     2.34          52,887         558     4.13          52,887       1,161      2.89          52,887       1,762     4.39
Payable
Other Long-Term                   5,453            40     2.91           7,158          63     3.47           5,842         131      3.00           7,619         201     3.52
Borrowings
Total Interest Bearing        1,750,142         1,044     0.24 %     1,541,025       2,244     0.58 %     1,668,939       3,690      0.30 %     1,615,820       7,739     0.64 %
Liabilities
Noninterest Bearing           1,354,032                              1,023,472                            1,220,002                               996,290
Deposits
Other Liabilities                83,192                                 74,540                               71,661                                62,823
TOTAL LIABILITIES             3,187,366                              2,639,037                            2,960,602                             2,674,933
Temporary Equity                 11,893                                      -                                7,534                                     -

TOTAL SHAREOWNERS'              340,073                                320,273                              335,177                               313,759
EQUITY

TOTAL LIABILITIES,
TEMPORARY
AND SHAREOWNERS' EQUITY  $    3,539,332                            $ 2,959,310                          $ 3,303,313                           $ 2,988,692

Interest Rate Spread                                      3.01 %                               3.67 %                                3.29 %                               3.58 %
Net Interest Income                          $ 25,233                             $ 26,333                             $ 76,674                              $ 77,491
Net Interest Margin(3)                                    3.12 %                               3.92 %                                3.42 %                               3.84 %

(1)Average Balances include nonaccrual loans.
(2)Interest income includes the effects of taxable equivalent adjustments using a 21% Federal tax rate.
(3)Taxable equivalent net interest income divided by average earning
assets.




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