Management's discussion and analysis ("MD&A") of earnings and related financial
data are presented to assist in understanding the financial condition and
results of operations of First Citizens BancShares, Inc. and Subsidiaries
("BancShares"). This discussion and analysis should be read in conjunction with
the unaudited consolidated financial statements and related notes presented
within this Quarterly Report on Form 10-Q along with our financial statements
and related MD&A of financial condition and results of operations included in
our 2019 Annual Report on Form 10-K. Intercompany accounts and transactions have
been eliminated. Although certain amounts for prior years have been reclassified
to conform to statement presentations for 2020, the reclassifications had no
effect on shareholders' equity or net income as previously reported. Unless
otherwise noted, the terms "we," "us" and "BancShares" refer to the consolidated
financial position and consolidated results of operations for BancShares.
EXECUTIVE OVERVIEW
BancShares conducts its banking operations through its wholly-owned subsidiary
First-Citizens Bank & Trust Company ("FCB"), a state-chartered bank organized
under the laws of the state of North Carolina.
BancShares' earnings and cash flows are primarily derived from our commercial
and retail banking activities. We gather deposits from retail and commercial
customers and also secure funding through various non-deposit sources. We invest
the liquidity generated from these funding sources in interest-earning assets,
including loans and leases, investment securities and overnight investments. We
also invest in bank premises, hardware, software, furniture and equipment used
to conduct our commercial and retail banking business. We provide treasury
services products, cardholder and merchant services, wealth management services
and various other products and services typically offered by commercial banks.
The fees and service charges generated from these products and services are
primary sources of noninterest income which is an essential component of our
total revenue.
We are focused on expanding our position in legacy and target markets through
organic growth and strategic acquisitions. We believe our franchise is
positioned for continued growth as a result of our client centric banking
principles, disciplined lending standards, and our people.
Refer to our 2019 Annual Report on Form 10-K for further discussion of our
strategy.
RECENT ECONOMIC AND INDUSTRY DEVELOPMENTS
During the first quarter of 2020, a novel strain of coronavirus ("COVID-19")
spread throughout the world, causing significant disruptions to the domestic and
global economies which continue to date. In response to the outbreak,
governments have imposed restrictions resulting in business shutdowns, regional
quarantines, disruptions of supply chains, changes in consumer behavior and
overall economic instability. This uncertainty has led to volatility in the
financial markets. This impact was coupled with spikes in unemployment as a
result of business shutdowns that continue to impact financial institutions
operationally and financially. For a discussion of the risks we face with
respect to the COVID-19 pandemic, the associated economic uncertainty, the steps
taken to mitigate the pandemic and the resulting economic contraction, see "Item
1A - Risk Factors" in Part II of this quarterly report on Form 10-Q, which
should be read in conjunction with the risk factors disclosed in our annual
report on Form 10-K for the year ended December 31, 2019.
During the third quarter of 2020, the Federal Reserve's Federal Open Market
Committee ("FOMC") maintained the federal funds rate at a target range of 0.00%
to 0.25%. The FOMC cited the effects of COVID-19 on economic activity and the
risks posed to the economic outlook. The FOMC expects to maintain this target
range until labor market conditions have reached levels consistent with the
FOMC's assessments of maximum employment and inflation has risen to 2% and is on
track to moderately exceed 2% for some time.
On March 27, 2020, the Coronavirus Aid Relief and Economic Security Act (the
"CARES Act") was passed. The bill was designed to provide short-term economic
relief to individuals and businesses most impacted by the fallout of the
pandemic. Key provisions include: for individuals, economic impact payments and
enhanced unemployment benefits; for small businesses, access to loans and
support through the Small Business Administration Paycheck Protection Program
("SBA-PPP"), direct aid and loans to the medical industry and other affected
sectors, and certain tax benefits that can be used in conjunction with the other
aid mentioned. While direct aid to financial services entities is not a primary
goal of the provisions, financial institutions will function to transmit funds
from the Federal Reserve, SBA and United States ("U.S.") Treasury to the public.
This was supplemented by the Paycheck Protection Program Flexibility Act, which
was signed into law on June 5, 2020 and amended provisions of the SBA-PPP
including timing of the program and changes to forgiveness criteria. In
addition, there were other regulatory actions taken that may impact our business
including changes in credit reporting on customer forbearance, federally backed
mortgage forbearance, potential legal lending limit relaxation and other
economic stabilization efforts. Further legislation is expected as the
government continues to mitigate the economic impact on the crisis.
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BANCSHARES' COVID-19 CONTINUED MONITORING AND RESPONSE
BancShares remains in a very strong capital and liquidity position providing
stability in navigating the COVID-19 crisis. Our leadership team continues to
ensure appropriate measures are in place to protect the welfare of our employees
and soundness of the organization, while continuing to support our customers.
Our branches have re-opened with enhanced safety protocols, and our corporate
locations remain at limited occupancy due to current virus trends.
Through September 30, 2020, over 94% of all COVID-19 related loan extensions
have begun repayment. Delinquency trends among loans entering repayment are in
line with the remainder of the portfolio. We have not seen significant declines
in overall credit quality, though the impact of the SBA-PPP and payment
extensions could be delaying signs of credit deterioration.
During 2020, BancShares originated over 23,000 SBA-PPP loans with an outstanding
balance of $3.11 billion at September 30, 2020. We have collected all $117.2
million in SBA-PPP related loan fees per the program terms. These fees and
related costs were deferred and are being recognized in interest income over the
life of the loans. We have begun accepting and processing applications for
forgiveness, and subsequent to the third quarter, we have begun receiving
forgiveness payments. We anticipate acceleration of the fee income as the volume
of approved forgiveness applications and payments received from the SBA
increase.
Table 1
SBA-PPP LOANS BY LOAN SIZE
(Dollars in thousands)
        Loan Size           $ of Loans       % of Loans $
Less than $150,000         $   862,026             27.7  %
$150,000 to $2,000,000       1,766,649             56.8
Greater than $2,000,000        484,001             15.5
Total                      $ 3,112,676            100.0  %



Strong Liquidity and Capital Position
We maintain a strong level of liquidity. As of September 30, 2020, liquid assets
(available cash and unencumbered high quality liquid assets at market value)
totaled approximately $8.51 billion representing 17.5% of consolidated assets as
of September 30, 2020.
In addition to liquid assets, we had contingent sources of liquidity totaling
approximately $11.37 billion in the form of Federal Home Loan Bank ("FHLB")
borrowing capacity, Federal Reserve Discount Window availability, federal funds
lines and a committed line of credit.
At September 30, 2020, BancShares' regulatory capital ratios were well in excess
of Basel III capital requirements with a total risk-based capital ratio of
13.7%, a Tier 1 risk-based capital ratio of 11.5%, a common equity Tier 1 ratio
of 10.4%, a Tier 1 leverage ratio of 7.8% and a capital conservation buffer of
5.5%, more than twice the required level of 2.5%.
SIGNIFICANT EVENTS IN 2020
On January 1, 2020 BancShares adopted Accounting Standards Update ("ASU")
2016-13, Financial Instruments-Credit Losses (Accounting Standards Codification
("ASC") Topic 326): Measurement of Credit Losses on Financial Instruments, which
introduced a new credit loss methodology for the estimation of credit losses.The
amendments in this ASU require loss estimates be determined over an asset's
lifetime and broaden the information that an entity must consider in developing
its expected credit losses. BancShares adopted this ASU using the modified
retrospective approach for all loans, leases, debt securities designated as held
to maturity, and unfunded loan commitments. BancShares adopted this ASU using
the prospective transition approach for PCD loans previously accounted for under
ASC 310-30 and debt securities available for sale. Refer to Note A - Accounting
Policies and Basis of Presentation for additional information.
Upon adoption, BancShares recorded a net decrease of $37.9 million in the
Allowance for Credit Losses ("ACL") which included a decrease of $56.9 million
in the ACL on non-purchased credit deteriorated ("non-PCD") loans, offset by an
increase of $19.0 million in the ACL on purchased credit deteriorated ("PCD")
loans. The $56.9 million change in the ACL on non-PCD loans, as well as an $8.9
million increase in the reserve for unfunded commitments, net of deferred taxes,
resulted in a net increase in retained earnings of $36.9 million. The $19.0
million increase in the ACL on PCD loans was a reclassification of the PCD
credit discount and resulted in a gross up of loan balances by this same amount
and did not have any effect on retained earnings. Impact to total capital and
capital ratios was not significant and we did not elect the capital phase-in
option allowable for regulatory reporting purposes.
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On October 15, 2020, BancShares and CIT Group Inc., a Delaware corporation
("CIT"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
by and among BancShares, FCB, FC Merger Subsidiary IX, Inc., a direct, wholly
owned subsidiary of FCB ("Merger Sub"), and CIT, the parent company of CIT Bank,
N.A., a national banking association ("CIT Bank"). Pursuant to the terms and
subject to the conditions set forth in the Merger Agreement, Merger Sub will
merge with and into CIT, with CIT as the surviving entity (the "First-Step
Merger"), and as soon as reasonably practicable following the effective time of
the First-Step Merger, CIT will merge with and into FCB, with FCB as the
surviving entity (together with the First-Step Merger, the "Mergers"). The
Merger Agreement further provides that immediately following the consummation of
the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving
bank (together with the Mergers, the "Transaction").
The Merger Agreement was unanimously approved by the Board of Directors of each
of BancShares and CIT. Subject to the fulfillment of customary closing
conditions, the parties anticipate that the Transaction will close in the first
half of 2021.
Upon the terms and subject to the conditions set forth in the Merger Agreement,
at the effective time of the First-Step Merger (the "Effective Time"), each
share of CIT common stock, par value $0.01 per share, issued and outstanding
immediately prior to the Effective Time ("CIT Common Stock"), except for certain
shares of CIT Common Stock owned by CIT or BancShares, will be converted into
the right to receive .06200 shares of BancShares Class A common stock, par value
$1.00 per share. Holders of CIT Common Stock will receive cash in lieu of
fractional shares.
In addition, at the Effective Time, each share of Fixed-to-Floating Rate
Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share,
of CIT and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value
$0.01 per share, of CIT issued and outstanding will automatically be converted
into the right to receive one share of a newly created series of preferred
stock, Series B, of BancShares and one share of a newly created series of
preferred stock, Series C, of BancShares, respectively.
The Merger Agreement requires that, effective as of the Effective Time, the
Boards of Directors of the combined company and the combined bank will consist
of 14 directors, (i) 11 of whom will be members of the current Board of
Directors of BancShares, and (ii) three of whom will be selected from among the
current Board of Directors of CIT and will include as one of those three Ellen
R. Alemany, Chairwoman and Chief Executive Officer of CIT.
FINANCIAL PERFORMANCE SUMMARY
Third Quarter Highlights
•Net income for the third quarter of 2020 totaled $142.7 million, an increase of
$17.9 million, or 14.3% compared to the same quarter in 2019. Net income
available to common shareholders totaled $138.0 million. Net income per common
share increased $2.76, or 24.5%, to $14.03 in the third quarter of 2020, from
$11.27 per share during the same period in 2019.
•Return on average assets for the third quarter of 2020 was 1.18%, down from
1.32% in the third quarter of 2019. Return on average equity for the third
quarter of 2020 was 14.93%, up from 13.83% in the the third quarter of 2019.
•Net interest income totaled $353.7 million for the third quarter of 2020, an
increase of $17.2 million, or 5.1% compared to the same quarter in 2019. The
increase was primarily due to an increase of $21.3 million in interest earned on
loans due to loan growth and lower interest expense on deposits of $8.3 million,
partially offset by a decrease in interest earned on overnight investments of
$6.4 million. Interest and fee income related to SBA-PPP loans totaled $29.8
million in the third quarter of 2020. The taxable-equivalent net interest margin
("NIM") was 3.06% for the third quarter of 2020, down 71 basis points from 3.77%
for the third quarter in 2019.
•Noninterest income for the third quarter of 2020 totaled $120.6 million, an
increase of $19.6 million, or 19.5%, compared to the same quarter of 2019,
predominantly due to realized gains on the sale of available for sale
securities.
•Noninterest expense was $291.7 million for the third quarter of 2020, compared
to $270.4 million during the same quarter of 2019, an increase of $21.3 million
or 7.9%.
•Total loans grew to $32.85 billion, an increase of $426.7 million, or by 5.2%
on an annualized basis, since June 30, 2020. The net charge-off ratio was 0.03%
for the third quarter of 2020, down from 0.09% for the second quarter of 2020
and 0.10% for the third quarter of 2019.
•Total deposits grew to $42.25 billion, an increase of $771.4 million, or by
7.4% on an annualized basis, since June 30, 2020.
•BancShares repurchased 117,700 shares of its Class A common stock during the
third quarter of 2020 totaling $47.1 million. At September 30, 2020, BancShares
remained well capitalized with a total risk-based capital ratio of 13.7%, a Tier
1 risk-based capital of 11.5%, a common equity Tier 1 ratio of 10.4%, and a
leverage ratio of 7.8%.
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Year to Date Highlights
•Net income for the nine months ended September 30, 2020 totaled $353.6 million,
a decrease of $1.9 million, or 0.5% compared to the same period of 2019. Net
income available to common shareholders totaled $344.2 million. Earnings per
share increased $2.46, or 7.8%, to $33.96 for the nine months ended September
30, 2020, from $31.50 per share during the same period in 2019.
•Return on average assets for the nine months ended September 30, 2020 was
1.05%, down 24 basis points compared to the same period in 2019. Return on
average equity for the nine months ended September 30, 2020 was 12.59%, down 82
basis points compared to the same period in 2019.
•Net interest income for the nine months ended September 30, 2020, was $1.03
billion, an increase of $45.2 million, or 4.6% compared to the same period of
2019. The increase was primarily due to an increase of $78.7 million in interest
earned on loans primarily due to loan growth, partially offset by a decrease in
interest earned on overnight investments of $15.0 million as well as an increase
in total interest expense of $12.0 million. Interest and fee income related to
SBA-PPP loans totaled $47.9 million in the first nine months of 2020. The
taxable-equivalent NIM was 3.23% for the nine months ended September 30, 2020,
down 57 basis points from 3.80% during the same period of 2019.
•The allowance for credit losses was $223.9 million at September 30, 2020,
compared to $225.1 million at December 31, 2019. The $1.2 million change was due
primarily to the $37.9 million reduction in the allowance as a result of
adopting ASC 326, partially offset by a $36.1 million reserve build related to
potential COVID-19 impact.
•Total loans grew to $32.85 billion, an increase of $3.96 billion since
December 31, 2019. Excluding $3.11 billion of loans originated under the
SBA-PPP, total loans increased $851.0 million, or by 3.9% on an annualized
basis. The net charge-off ratio was 0.07% for the nine months ended September
30, 2020, a 3 basis point decrease compared to the same period of 2019.
•Total deposits grew to $42.25 billion, an increase of $7.82 billion since
December 31, 2019. Excluding estimated SBA-PPP deposits of $1.30 billion, total
deposits grew $6.52 billion, or by 25.3% on an annualized basis.
•BancShares repurchased 813,090 shares of its Class A common stock during the
nine months ended September 30, 2020 totaling $333.8 million.
•During the first quarter of 2020, BancShares successfully completed a $695
million capital raise which consisted of $350 million of subordinated notes and
$345 million of Series A preferred stock.
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Table 2
SELECTED QUARTERLY DATA
                                                                        2020                                                 2019 (1)
                                                  Third                Second                 First                Fourth                 Third                 Nine months ended September 30
(Dollars in thousands, except share data)        Quarter               Quarter               Quarter               Quarter               Quarter                  2020                    2019
SUMMARY OF OPERATIONS
Interest income                              $    374,334          $    

363,257 $ 369,559 $ 354,048 $ 362,318

        $     1,107,150           $  1,049,963
Interest expense                                   20,675                25,863                31,159                26,924                25,893                   77,697                 65,718
Net interest income                               353,659               337,394               338,400               327,124               336,425                1,029,453                984,245
Provision for credit losses                         4,042                20,552                28,355                 7,727                 6,766                   52,949                 23,714
Net interest income after provision for
credit losses                                     349,617               316,842               310,045               319,397               329,659                  976,504                960,531

Noninterest income                                120,572               165,402                64,011               104,393               100,930                  349,985                311,468
Noninterest expense                               291,662               291,679               299,971               292,262               270,425                  883,312                811,479
Income before income taxes                        178,527               190,565                74,085               131,528               160,164                  443,177                460,520
Income taxes                                       35,843                36,779                16,916                29,654                35,385                   89,538                105,023
Net income                                        142,684               153,786                57,169               101,874               124,779                  353,639                355,497

Net income available to common shareholders $ 138,048 $ 148,996 $ 57,169 $ 101,874 $ 124,779

$       344,213           $    355,497
Net interest income, taxable equivalent      $    354,256          $    337,965          $    339,174          $    328,045          $    337,322          $     1,031,395           $    986,896
PER COMMON SHARE DATA
Net income                                   $      14.03          $      14.74          $       5.46          $       9.55          $      11.27          $         33.96           $      31.50
Cash dividends on common shares                      0.40                  0.40                  0.40                  0.40                  0.40                     1.20                   1.20
Market price at period end (Class A)               318.78                405.02                332.87                532.21                471.55                   318.78                 471.55
Book value at period-end                           380.43                367.57                351.90                337.38                327.86                   380.43                 327.86
SELECTED QUARTERLY AVERAGE BALANCES
Total assets                                 $ 48,262,155          $ 

45,553,502 $ 40,648,806 $ 38,326,641 $ 37,618,836 $ 44,834,045

$ 36,770,191
Investment securities                           9,930,197             8,928,467             7,453,159             7,120,023             6,956,981                8,774,840              6,851,348
Loans and leases (2)                           32,694,996            31,635,958            29,098,101            27,508,062            26,977,476               31,148,683             26,368,922
Interest-earning assets                        45,617,376            42,795,781            38,004,341            36,032,680            35,293,979               42,151,861             34,473,814
Deposits                                       41,905,844            39,146,415            34,750,061            33,295,141            32,647,264               38,612,836             31,856,771
Interest-bearing liabilities                   25,591,707            24,407,285            23,153,777            20,958,943            20,551,393               24,388,339             20,204,705
Securities sold under customer repurchase
agreements                                        710,237               659,244               474,231               495,804               533,371                  614,920                542,618
Other short-term borrowings                             -                45,549               157,759                28,284                23,236                   67,522                 21,335
Long-term borrowings                            1,256,331             1,275,928               961,132               467,223               384,047                1,164,475                366,850
Common shareholders' equity                     3,679,138             3,648,284             3,625,975             3,570,872             3,580,235                3,651,132              3,545,418
Shareholders' equity                         $  4,019,075          $  

3,988,225 $ 3,682,634 $ 3,570,872 $ 3,580,235

$     3,896,645           $  3,545,418
Common shares outstanding                       9,836,629            10,105,520            10,473,119            10,708,084            11,060,462               10,137,321             11,286,984
SELECTED QUARTER-END BALANCES
Total assets (1)                             $ 48,666,873          $ 

47,866,194 $ 41,594,453 $ 39,824,496 $ 37,748,324 $ 48,666,873

$ 37,748,324
Investment securities                           9,860,594             9,508,476             8,845,197             7,173,003             7,167,680                9,860,594              7,167,680
Loans and leases                               32,845,144            32,418,425            29,240,959            28,881,496            27,196,511               32,845,144             27,196,511
Deposits                                       42,250,606            41,479,245            35,346,711            34,431,236            32,743,277               42,250,606             32,743,277
Securities sold under customer repurchase
agreements                                        693,889               740,276               540,362               442,956               522,195                  693,889                522,195
Other short-term borrowings                             -                     -               105,000               295,277                     -                        -                      -
Long-term borrowings                            1,252,016             1,258,719             1,297,132               588,638               453,876                1,252,016                453,876
Shareholders' equity                         $  4,074,414          $  

3,991,444 $ 3,957,520 $ 3,586,184 $ 3,568,482

$     4,074,414           $  3,568,482
Common shares outstanding                       9,816,405             9,934,105            10,280,105            10,629,495            10,884,005                9,816,405             10,884,005
SELECTED RATIOS AND OTHER DATA
Return on average assets (annualized)                1.18  %               1.36  %               0.57  %               1.05  %               1.32  %                  1.05   %               1.29  %
Return on average common shareholders'
equity (annualized)                                 14.93                 16.43                  6.34                 11.32                 13.83                    12.59                  13.41
Net yield on interest-earning assets
(taxable equivalent)                                 3.06                  3.14                  3.55                  3.59                  3.77                     3.23                   3.80
Net charge-offs (annualized) to average
loans and leases                                     0.03                  0.09                  0.10                  0.14                  0.10                     0.07                   0.10
Allowance for credit losses to total loans
and leases(3):
PCD                                                  5.07                  5.07                  4.80                  1.35                  1.34                     5.07                   1.34
Non-PCD                                              0.61                  0.61                  0.64                  0.77                  0.82                     0.61                   0.82
Total                                                0.68                  0.69                  0.72                  0.78                  0.83                     0.68                   0.83
Ratio of total nonperforming assets to total
loans, leases and other real estate owned
(4)                                                  0.73                  0.77                  0.79                  0.58                  0.57                     0.73                   0.57
Tier 1 risk-based capital ratio                     11.48                 11.38                 11.43                 10.86                 11.80                    11.48                  11.80
Common equity Tier 1 ratio                          10.43                 10.32                 10.36                 10.86                 11.80                    10.43                  11.80
Total risk-based capital ratio                      13.70                 13.63                 13.65                 12.12                 13.09                    13.70                  13.09
Tier 1 leverage capital ratio                        7.80                  8.07                  8.98                  8.81                  9.18                     7.80                   9.18
Dividend payout ratio                                2.85                  2.71                  7.33                  4.19                  3.55                     3.53                   3.81
Average loans and leases to average deposits        78.02                 80.81                 83.74                 82.62                 82.63                    80.67                  82.77


(1) We adopted ASC Topic 326 ("CECL") utilizing the modified retrospective
approach. We did not restate selected financial data for the quarters prior to
2020 presented above.
(2) Average loan and lease balances include PCD loans, non-PCD loans and leases,
loans held for sale and nonaccrual loans and leases.
(3) Loans originated in relation to the SBA-PPP ($3.11 billion as of September
30, 2020) do not have a recorded ACL. As of September 30, 2020, the ratio of ACL
to total Non-PCD loans excluding SBA-PPP loans is 0.68% while the ratio of ACL
to total loans excluding SBA-PPP loans is 0.75%.
(4) Upon adoption of ASC 326, we dissolved pooling of PCI loans allowed under
ASC 310-30. This increased the amount of nonaccrual loans as those nonaccrual
loans within performing PCI pools were previously excluded from reporting. As of
January 1, 2020, there were $47.0 million of nonaccrual loans released from
performing PCI pools. Of these nonaccrual loans, $27.5 million were outstanding
as of September 30, 2020.
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BUSINESS COMBINATIONS
CIT Group Inc.
On October 15, 2020, BancShares and CIT, entered into the Merger Agreement by
and among BancShares, FCB, the Merger Sub, and CIT, the parent company of CIT
Bank. Pursuant to the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub and CIT will ultimately merge with and into FCB,
with FCB as the surviving entity. The Merger Agreement further provides that
immediately following the consummation of the Mergers, CIT Bank will merge with
and into FCB, with FCB as the surviving bank. Subject to the fulfillment of
customary closing conditions, the parties anticipate that the Transaction will
close in the first half of 2021.
Community Financial Holding Company, Inc.
On February 1, 2020, FCB completed the merger of Duluth, Georgia-based Community
Financial Holding Company, Inc. ("Community Financial") and its bank subsidiary,
Gwinnett Community Bank, into FCB. Under the terms of the agreement, total cash
consideration of $2.3 million was paid to the shareholders of Community
Financial. The merger allows FCB to expand its presence and enhance banking
efforts in Georgia. The merger contributed $222.1 million in consolidated
assets, which included $686 thousand of goodwill, $134.0 million in loans, and
$209.3 million in deposits.
See Note B - Business Combinations for additional disclosures.
Entegra Financial Corp.
On December 31, 2019, FCB completed the merger of Franklin, North Carolina-based
Entegra Financial Corp. ("Entegra") and its bank subsidiary, Entegra Bank. In
order to obtain regulatory approval, FCB entered into an agreement for Select
Bank to purchase three of our North Carolina branches, located in Highlands,
Sylva and Franklin. On April 17, 2020, FCB completed the divestiture of the
branches including loans and leases, premises and equipment and total deposits
with a fair value of $110.1 million, $2.1 million and $184.8 million,
respectively. The Select Bank purchase price for the divested branches included
an 8% premium for deposits acquired that was applied against goodwill generated
as part of the merger with Entegra Bank.
Federal Deposit Insurance Corporation Assisted Transactions
BancShares completed fourteen Federal Deposit Insurance Corporation ("FDIC")
assisted transactions between 2009 and 2017. Nine of the fourteen FDIC-assisted
transactions included shared-loss agreements which, for their terms, protect us
from a substantial portion of the credit and asset quality risk we would
otherwise incur. As of September 30, 2020, shared-loss protection remains for
single family residential loans acquired in the amount of $36.2 million.
The shared-loss agreement for two of the FDIC-assisted transactions included a
provision related to a payment owed to the FDIC at the termination of the
agreement (the "clawback liability"). As of September 30, 2020 and December 31,
2019, the estimated clawback liability was $15.3 million and $112.4 million,
respectively, as a result of a payment to the FDIC in the first quarter of 2020
for $99.5 million related to one of the transactions. The remaining clawback
liability payment date is March 2021.
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Table 3
CONSOLIDATED QUARTER-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS
                                                                                   Three months ended September 30
                                                                   2020                                                        2019
                                                                   Interest                                                    Interest
                                               Average             Income/             Yield/              Average             Income/            Yield/
(Dollars in thousands)                         Balance             Expense              Rate               Balance             Expense             Rate
Assets
Loans and leases                           $ 32,694,996          $ 336,934               4.06  %       $ 26,977,476          $ 315,621              4.61  %
Investment securities:
U.S. Treasury                                   695,419                497               0.28               834,577              5,262              2.50
Government agency                               587,377              1,335               0.91               628,322              4,742              3.02
Mortgage-backed securities                    8,047,247             28,236               1.40             5,195,711             27,891              2.15
Corporate bonds                                 489,602              6,433               5.26               149,888              1,912              5.10

Other investments                               110,552                739               2.66               148,483                636              1.70
Total investment securities                   9,930,197             37,240               1.50             6,956,981             40,443              2.32
Overnight investments                         2,992,183                757               0.10             1,359,522              7,151              2.09
Total interest-earning assets                45,617,376            374,931               3.24            35,293,979            363,215              4.06
Cash and due from banks                         349,079                                                     256,379
Premises and equipment                        1,261,864                                                   1,224,118
Allowance for credit losses                    (222,793)                                                   (227,707)
Other real estate owned                          52,716                                                      46,131
Other assets                                  1,203,913                                                   1,025,936
Total assets                               $ 48,262,155                                                $ 37,618,836

Liabilities
Interest-bearing deposits:
Checking with interest                     $  9,239,838          $   1,369               0.06  %       $  7,361,758          $   1,509              0.08  %
Savings                                       3,070,619                314               0.04             2,636,583                528              0.08
Money market accounts                         8,108,832              3,634               0.18             6,088,740              6,610              0.43
Time deposits                                 3,205,850              8,151               1.01             3,523,658             13,090              1.47
Total interest-bearing deposits              23,625,139             13,468               0.23            19,610,739             21,737              

0.44


Securities sold under customer repurchase
agreements                                      710,237                395               0.22               533,371                542              0.40
Other short-term borrowings                           -                  -                  -                23,236                203              3.50
Long-term borrowings                          1,256,331              6,812               2.15               384,047              3,411              3.51
Total interest-bearing liabilities           25,591,707             20,675               0.32            20,551,393             25,893              

0.50


Noninterest-bearing deposits                 18,280,705                                                  13,036,525
Other liabilities                               370,668                                                     450,683
Shareholders' equity                          4,019,075                                                   3,580,235
Total liabilities and shareholders' equity $ 48,262,155                                                $ 37,618,836
Interest rate spread                                                                     2.92  %                                                    3.56  %

Net interest income and net yield on
interest-earning assets                                          $ 354,256               3.06  %                             $ 337,322              3.77  %


Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans
held for sale. Yields related to loans, leases and securities exempt from both
federal and state income taxes, federal income taxes only, or state income taxes
only are stated on a taxable-equivalent basis assuming statutory federal income
tax rate of 21.0%, as well as state income tax rate of 3.4%, for both the three
months ended September 30, 2020 and 2019. The taxable-equivalent adjustment was
$597 thousand and $897 thousand for the three months ended September 30, 2020
and 2019, respectively.
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Table 4
CONSOLIDATED YEAR-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS
                                                                                     Nine months ended September 30
                                                                    2020                                                         2019
                                                                    Interest                                                     Interest
                                               Average              Income/              Yield/              Average              Income/            Yield/
(Dollars in thousands)                         Balance              Expense               Rate               Balance              Expense             Rate
Assets
Loans and leases                           $ 31,148,683          $   989,708               4.20  %       $ 26,368,922          $  910,993              4.58  %
Investment securities:
U.S. Treasury                                   401,666                2,853               0.95             1,062,901              18,529              2.33
Government agency                               655,097                6,883               1.40               434,097              10,084              3.10
Mortgage-backed securities                    7,224,224               87,475               1.61             5,075,959              84,855              2.23
Corporate bonds                                 332,029               12,692               5.10               147,579               5,780              5.22

Other investments                               161,824                3,653               3.02               130,812               1,552              1.59
Total investment securities                   8,774,840              113,556               1.73             6,851,348             120,800        

2.35


Overnight investments                         2,228,338                5,828               0.35             1,253,544              20,820          

2.22


Total interest-earning assets                42,151,861            1,109,092               3.48            34,473,814           1,052,613              4.05
Cash and due from banks                         351,334                                                       277,736
Premises and equipment                        1,258,147                                                     1,214,960
Allowance for credit losses                    (206,737)                                                     (227,081)
Other real estate owned                          53,871                                                        46,488
Other assets                                  1,225,569                                                       984,274
Total assets                               $ 44,834,045                                                  $ 36,770,191

Liabilities
Interest-bearing deposits:
Checking with interest                     $  8,665,758          $     4,380               0.07  %       $  7,467,762          $    4,457              0.08  %
Savings                                       2,837,867                  911               0.04             2,606,781               1,260              0.06
Money market accounts                         7,583,359               19,262               0.34             5,950,591              16,249              0.37
Time deposits                                 3,454,438               31,025               1.20             3,248,768              31,854              1.31
Total interest-bearing deposits              22,541,422               55,578               0.33            19,273,902              53,820         

0.37


Securities sold under customer repurchase
agreements                                      614,920                1,236               0.27               542,618               1,516              0.37
Other short-term borrowings                      67,522                1,052               2.05                21,335                 481              2.99
Long-term borrowings                          1,164,475               19,831               2.24               366,850               9,900              3.56
Total interest-bearing liabilities           24,388,339               77,697               0.42            20,204,705              65,717              0.43
Noninterest-bearing deposits                 16,071,414                                                    12,582,869
Other liabilities                               477,647                                                       437,199
Shareholders' equity                          3,896,645                                                     3,545,418
Total liabilities and shareholders' equity $ 44,834,045                                                  $ 36,770,191
Interest rate spread                                                                       3.06  %                                                     3.62  %

Net interest income and net yield on
interest-earning assets                                          $ 1,031,395               3.23  %                             $  986,896

3.80 %




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