UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 10-Q



ý☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended ~~September 30, 2017~~March 31, 2020



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

For the transition period from to

Commission file number 001-34657

TEXAS CAPITAL BANCSHARES, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its Charter)~~

its charter)



Delaware		75-2679109
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)



2000 McKinney Avenue
Suite 700
	Dallas ~~Texas, U.S.A.~~	TX	USA	75201
(Address of principal executive ~~officers)~~				offices)	(Zip Code)

~~214/~~(214)932-6600

(Registrant’s telephone number,

including area code)

N/A

(Former ~~Name, Former Address~~name, former address and ~~Former Fiscal Year,~~former fiscal year, if ~~Changed Since Last Report)~~changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TCBI	Nasdaq Stock Market
6.5% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share	TCBIP	Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesý No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesý¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” ~~"smaller~~“smaller reporting ~~company"~~company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer		ý	x	Accelerated Filer	¨
			☐
Non-Accelerated Filer		¨	~~(Do not check if a smaller reporting company)~~☐	Smaller Reporting Company	¨☐

Emerging Growth Company	☐
~~Emerging Growth Company~~		¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

On ~~October 18, 2017,~~April 22, 2020, the number of shares set forth below was outstanding with respect to each of the ~~issuer’s~~issuer's classes of common stock:

Common Stock, par value $0.01 per share ~~49,626,545~~

50,426,058

Texas Capital Bancshares, Inc.

Form 10-Q

Quarter Ended ~~September 30, 2017~~March 31, 2020

Index



Part I. Financial Information

Item 1.	Financial Statements
	~~Consolidated Balance Sheets—Unaudited~~	3
		Consolidated ~~Statements of Income and Other Comprehensive Income—~~Balance Sheets - Unaudited	4
		Consolidated Statements of ~~Stockholders’ Equity—~~Operations and Other Comprehensive Income/(Loss) - Unaudited	5
		Consolidated Statements of ~~Cash Flows—~~Stockholders' Equity - Unaudited	6
		~~Notes to~~ Consolidated ~~Financial Statements—~~Statements of Cash Flows - Unaudited	7
		Notes to Consolidated Financial ~~Summaries—~~Statements - Unaudited	308
	Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	3129
		Quarterly Financial Summaries - Unaudited	35
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4544
	Item 4.	Controls and Procedures	47

~~Item 4.~~				~~Controls and Procedures~~	48Part II. Other Information

~~Part II. Other Information~~

Item 1.	Legal Proceedings	4847

Item 1A.	Risk Factors	4847

Item 6.	Exhibits	49

Signatures			50

PART I –- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

~~(In thousands except share data)~~


	September 30, 2017			December 31, 2016
(in thousands except share data)							March 31, 2020			December 31, 2019
	(Unaudited)						(Unaudited)
Assets
Cash and due from banks	$	143,616		$	113,707		$	162,386		$	161,817
Interest-bearing deposits	2,332,537			2,700,645
Interest-bearing deposits in other banks							9,468,189			4,233,766
Federal funds sold and securities purchased under resale agreements	25,000			25,000			30,000			30,000
Securities, available-for-sale	24,224			24,874
Loans held for sale, at fair value	955,983			968,929
Investment securities							228,784			239,871
Loans held for sale ($774.1 million at March 31, 2020 and $2,571.3 million at December 31, 2019, at fair value)							774,064			2,577,134
Loans held for investment, mortgage finance	5,642,285			4,497,338			7,588,803			8,169,849
Loans held for investment (net of unearned income)	14,828,406			13,001,011			16,857,579			16,476,413
Less: Allowance for loan losses	182,929			168,126
Less: Allowance for credit losses on loans							240,958			195,047
Loans held for investment, net	20,287,762			17,330,223			24,205,424			24,451,215
Mortgage servicing rights, net	77,630			28,536			70,619			64,904
Premises and equipment, net	23,882			19,775			29,663			31,212
Accrued interest receivable and other assets	511,207			465,933			892,305			740,051
Goodwill and intangible assets, net	19,157			19,512			17,982			18,099
Total assets	$	24,400,998		$	21,697,134		$	35,879,416		$	32,548,069
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest-bearing	$	8,263,202		$	7,994,201		$	9,420,303		$	9,438,459
Interest-bearing	10,818,055			9,022,630			17,713,960			17,040,134
Total deposits	19,081,257			17,016,831			27,134,263			26,478,593
Accrued interest payable	4,562			5,498			16,969			12,760
Other liabilities	178,599			161,223			333,759			287,157
Federal funds purchased and repurchase agreements	83,496			109,575			295,267			141,766
Other borrowings	2,500,000			2,000,000			4,900,000			2,400,000
Subordinated notes, net	281,315			281,044			282,219			282,129
Trust preferred subordinated debentures	113,406			113,406			113,406			113,406
Total liabilities	22,242,635			19,687,577			33,075,883			29,715,811
Stockholders’ equity:
Preferred stock, $.01 par value, $1,000 liquidation value:
Authorized shares – 10,000,000
Issued shares – 6,000,000 shares issued at September 30, 2017 and December 31, 2016	150,000			150,000
Authorized shares—10,000,000
Issued shares—6,000,000 shares issued at March 31, 2020 and December 31, 2019							150,000			150,000
Common stock, $.01 par value:
Authorized shares – 100,000,000
Issued shares – 49,622,242 and 49,504,079 at September 30, 2017 and December 31, 2016, respectively	496			495
Authorized shares—100,000,000
Issued shares— 50,408,195 and 50,338,158 at March 31, 2020 and December 31, 2019, respectively							504			503
Additional paid-in capital	959,251			955,468			979,939			978,205
Retained earnings	1,048,195			903,187			1,668,329			1,694,608
Treasury stock (shares at cost: 417 at September 30, 2017 and December 31, 2016)	(8		)	(8		)
Treasury stock (shares at cost: 417 at March 31, 2020 and December 31, 2019)							(8		)	(8		)
Accumulated other comprehensive income, net of taxes	429			415			4,769			8,950
Total stockholders’ equity	2,158,363			2,009,557			2,803,533			2,832,258
Total liabilities and stockholders’ equity	$	24,400,998		$	21,697,134		$	35,879,416		$	32,548,069

See accompanying notes to consolidated financial statements.

Table of Contents

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS AND OTHER

COMPREHENSIVE ~~INCOME –~~INCOME/(LOSS) - UNAUDITED

~~(In thousands except per share data)~~


	Three months ended September 30,					Nine months ended September 30,					Three months ended March 31,
	2017		2016			2017		2016
(in thousands except per share data)											2020			2019
Interest income
Interest and fees on loans	$	229,116	$	177,724		$	607,386	$	501,673		$	283,625		$	312,703
Securities	341		232			853		739
Investment securities											2,183			1,460
Federal funds sold and securities purchased under resale agreements	642		455			1,606		1,209			614			379
Deposits in other banks	7,544		4,081			19,935		11,116
Interest-bearing deposits in other banks											19,586			11,019
Total interest income	237,643		182,492			629,780		514,737			306,008			325,561
Interest expense
Deposits	22,435		8,950			52,261		26,743			62,174			69,054
Federal funds purchased	891		126			1,869		362			669			3,516
Other borrowings	4,835		1,733			9,757		4,265			9,582			11,854
Subordinated notes	4,191		4,191			12,573		12,573			4,191			4,191
Trust preferred subordinated debentures	930		753			2,641		2,203			1,073			1,332
Total interest expense	33,282		15,753			79,101		46,146			77,689			89,947
Net interest income	204,361		166,739			550,679		468,591			228,319			235,614
Provision for credit losses	20,000		22,000			42,000		68,000			96,000			20,000
Net interest income after provision for credit losses	184,361		144,739			508,679		400,591			132,319			215,614
Non-interest income
Service charges on deposit accounts	3,211		2,880			9,323		7,401			3,293			2,979
Wealth management and trust fee income	1,627		1,113			4,386		3,024			2,467			2,009
Bank owned life insurance (BOLI) income	615		520			1,562		1,592
Brokered loan fees	6,152		7,581			17,639		18,090			8,015			5,066
Servicing income	4,486		310			10,387		305			4,746			2,734
Swap fees	647		918			3,404		2,330			2,757			1,031
Net gain/(loss) on sale of loans held for sale											(13,000		)	(505		)
Other	2,265		3,394			8,181		9,203			3,502			16,700
Total non-interest income	19,003		16,716			54,882		41,945			11,780			30,014
Non-interest expense
Salaries and employee benefits	67,882		56,722			194,039		162,904			76,667			77,823
Net occupancy expense	6,436		5,634			19,062		17,284			8,712			7,879
Marketing	7,242		4,292			18,349		12,686			8,460			11,708
Legal and professional	6,395		5,333			20,975		16,883			17,466			10,030
Communications and technology	6,002		6,620			24,414		19,228			13,608			9,198
FDIC insurance assessment	6,203		6,355			16,800		17,867			5,849			5,122
Servicing related expenses	3,897		620			8,329		1,305
Servicing-related expenses											16,354			5,382
Merger-related expenses											7,270			—
Other	10,773		9,223			30,770		27,717			11,031			13,236
Total non-interest expense	114,830		94,799			332,738		275,874			165,417			140,378
Income before income taxes	88,534		66,656			230,823		166,662
Income tax expense	29,850		23,931			78,502		59,929
Net income	58,684		42,725			152,321		106,733
Income/(loss) before income taxes											(21,318		)	105,250
Income tax expense/(benefit)											(4,631		)	22,411
Net income/(loss)											(16,687		)	82,839
Preferred stock dividends	2,438		2,438			7,313		7,313			2,438			2,438
Net income available to common stockholders	$	56,246	$	40,287		$	145,008	$	99,420
Other comprehensive income (loss)
Change in net unrealized gain on available-for-sale securities arising during period, before-tax	$	52	$	(63	)	$	22	$	(121	)
Income tax benefit related to net unrealized gain on available-for-sale securities	18		(23		)	8		(43		)
Other comprehensive loss, net of tax	34		(40		)	14		(78		)
Comprehensive income	$	58,718	$	42,685		$	152,335	$	106,655

Basic earnings per common share	$	1.13	$	0.88		$	2.93	$	2.16
Diluted earnings per common share	$	1.12	$	0.87		$	2.89	$	2.14
Net income/(loss) available to common stockholders											$	(19,125	)	$	80,401
Other comprehensive income/(loss)
Change in unrealized gain/(loss) on available-for-sale debt securities arising during period, before tax											$	(5,292	)	$	(53	)
Income tax expense/(benefit) related to unrealized loss on available-for-sale debt securities											(1,111		)	(10		)
Other comprehensive income/(loss), net of tax											(4,181		)	(43		)
Comprehensive income/(loss)											$	(20,868	)	$	82,796
Basic earnings/(loss) per common share											$	(0.38	)	$	1.60
Diluted earnings/(loss) per common share											$	(0.38	)	$	1.60

See accompanying notes to consolidated financial statements.

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED

~~(In thousands except share data)~~

See accompanying notes to consolidated financial statements.

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH ~~FLOWS—~~FLOWS - UNAUDITED

See accompanying notes to consolidated financial statements.

~~TEXAS CAPITAL BANCSHARES, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED~~

(1) ~~OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Operations and Summary of Significant Accounting Policies

Organization and Nature of Business

Texas Capital Bancshares, Inc. (the ~~“Company”~~"Company” or "TCBI"), a Delaware corporation, was incorporated in November 1996 and commenced banking operations in December 1998. The consolidated financial statements of the Company include the accounts of Texas Capital Bancshares, Inc. and its wholly owned subsidiary, Texas Capital Bank, National Association (the ~~“Bank”~~"Bank”). We serve the needs of commercial businesses and successful professionals and entrepreneurs located in Texas as well as operate several lines of business serving a regional ~~and~~or national ~~clientèle~~clientele of commercial borrowers. We are primarily a secured lender, with the majority of our ~~greatest concentration~~loans held for investment, excluding mortgage finance loans and other national lines of ~~loans~~business, being made to businesses headquartered or with operations in Texas. Our national lines of business provide specialized lending products to businesses throughout the United States.

On December 9, 2019, the Company entered into a merger agreement with Independent Bank Group, Inc. ("IBTX"), the holding company for Independent Bank, under which TCBI and IBTX will combine in an all-stock merger of equals. Under the terms of the merger agreement, each share of TCBI common stock outstanding immediately prior to the effective time, other than certain shares held by TCBI or IBTX, will be converted into the right to receive the merger consideration of 1.0311 shares of IBTX common stock. At the effective time, each outstanding share of TCBI preferred stock will be automatically converted into the right to receive 1 share of IBTX preferred stock having substantially the same terms as such share of TCBI preferred stock. The name of the surviving entity will be Independent Bank Group, Inc. and the name of the surviving bank will be Texas Capital Bank. The surviving bank will be operated under the name Independent Financial in Colorado and under the name Texas Capital Bank in Texas.

The merger agreement was unanimously approved by the board of directors of TCBI and the board of directors of IBTX. The merger is expected to close in mid-2020, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval of the merger agreement by the stockholders of TCBI and the shareholders of IBTX, respectively. For more information on the merger agreement and the merger, see Part I, Item 1, Business-Merger with Independent Bank Group, Inc. in our Annual Report on Form 10-K filed with the SEC on February 12, 2020 (the "2019 Form 10-K").

Basis of Presentation

Our accounting and reporting policies conform to accounting principles generally accepted in the United States ~~(“GAAP”~~("GAAP") and to generally accepted practices within the banking industry. Certain prior period balances have been reclassified to conform to the current period presentation. ~~In that regard, ASU 2016-09,~~ ~~"Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,"~~ ("ASU 2016-09") became effective for us on January 1, 2017. ASU 2016-09 requires that excess tax benefits and deficiencies be recognized as a component of income taxes within the income statement. Additionally, ASU 2016-09 requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at award settlement were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. We have elected to apply that change in cash flow presentation on a prospective basis. ASU 2016-09 also requires that companies make an accounting policy election regarding forfeitures, to either estimate the number of awards that are expected to vest or account for them when they occur. We have elected to recognize forfeitures as they occur. The impact of this change and that of the remaining provisions of ASU 2016-09 did not have a significant impact on our financial statements.

The consolidated interim financial statements ~~have been prepared without audit. Certain~~are unaudited and certain information and footnote disclosures presented in accordance with GAAP have been condensed or omitted. In the opinion of management, the interim financial statements include all normal and recurring adjustments and the disclosures made are adequate to make the interim financial information not misleading. The consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, ~~2016,~~2019, included in our ~~Annual Report on~~2019 Form ~~10-K filed with the SEC on February 17, 2017 (the “2016 Form 10-K”).~~10-K. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

~~Use~~Accounting Changes

On January 1, 2020, we adopted ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326): Measurement of ~~Estimates~~Credit Losses on Financial Instruments" ("ASU 2016-13"), which replaces the incurred loss methodology for determining our provision for credit losses and allowance for credit losses with an expected loss methodology that is referred to as the Current Expected Credit Loss ("CECL") model. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with ASU 2016-02 "Leases (Topic 842)" ("ASU 2016-02"). In addition, ASU 2016-13 made changes to the accounting for available-for-sale debt securities. One such change is to require credit-related impairments to be recognized as an allowance for credit losses rather than as a write-down of the securities amortized cost basis when management does not intend to sell or believes that it is not more likely than not that they will be required to sell the securities prior to recovery of the securities amortized cost basis.

~~The preparation~~We adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost, off-balance sheet credit exposures and net investments in leases. Results for reporting periods beginning after January 1, 2020 are

presented under ASU 2016-13 while prior period amounts continue to be reported in ~~conformity~~accordance with ~~GAAP requires management~~previously applicable GAAP.

We adopted ASU 2016-13 using the prospective transition approach for debt securities for which other-than-temporary impairment had been recognized prior to ~~make estimates~~January 1, 2020. As a result, the amortized cost basis remains the same before and ~~assumptions that affect~~after the ~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the~~effective date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses, the fair value of stock-based compensation awards, the fair value of mortgage servicing rights ("MSRs") and the status of contingencies are particularly susceptible to significant change.

~~(2) EARNINGS PER COMMON SHARE~~

The following table ~~presents~~illustrates the ~~computation~~impact of ~~basic~~adopting ASU 2016-13 and ~~diluted earnings per share (in thousands except per share data):~~

Effect of employee stock-based awards(1)

~~The following is a summary of available-for-sale securities (in thousands):~~

September 30, 2017

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair
Value
Available-for-sale securities:

Residential mortgage-backed securities $ 11,402

$ 756
$ —
$ 12,158
Equity securities(1) 12,161

266
(361 ) 12,066

$ 23,563

$ 1,022
$ (361 ) $ 24,224

December 31, 2016
Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Estimated
Fair
Value
Available-for-sale securities:

Residential mortgage-backed securities $ 14,680
$ 972
$ —
$ 15,652
Municipals 275
—
—
275
Equity securities(1) 9,280
27
(360 ) 8,947

$ 24,235
$ 999
$ (360 ) $ 24,874

~~The amortized cost and estimated fair value of available-for-sale securities are presented below by contractual maturity (in thousands, except percentage data):~~

September 30, 2017

Less Than
One Year

After One
Through
Five Years

After Five
Through
Ten Years

After Ten
Years

Total
Available-for-sale:

Residential mortgage-backed securities:(1)

Amortized cost 689
396
2,177
8,140
11,402
Estimated fair value 708
440
2,405
8,605
12,158
Weighted average yield(3)
4.53 % 5.97 % 5.48 % 3.01 % 3.68 %
Equity securities:(4)

Amortized cost 12,161
—
—
—
12,161
Estimated fair value 12,066
—
—
—
12,066
Total available-for-sale securities:
Amortized cost $ 23,563
Estimated fair value $ 24,224

December 31, 2016

Less Than
One Year

After One
Through
Five Years

After Five
Through
Ten Years

After Ten
Years

Total
Available-for-sale:

Residential mortgage-backed securities:(1)

Amortized cost $ 9
$ 2,047
$ 3,147
$ 9,477
$ 14,680
Estimated fair value 9
2,104
3,495
10,044
15,652
Weighted average yield(3)
5.50 % 4.70 % 5.55 % 2.84 % 3.68 %
Municipals:(2)

Amortized cost 275
—
—
—
275
Estimated fair value 275
—
—
—
275
Weighted average yield(3)
5.61 % — % — % — % 5.61 %
Equity securities:(4)

Amortized cost 9,280
—
—
—
9,280
Estimated fair value 8,947
—
—
—
8,947
Total available-for-sale securities:
Amortized cost $ 24,235
Estimated fair value $ 24,874

~~At September 30, 2017, securities with carrying values of $2.7 million and $8.0 million were pledged to secure certain deposits and repurchase agreements, respectively.~~

~~The following table discloses, as of September 30, 2017 and December 31, 2016, our investment securities that~~details how outstanding loan balances have been inreclassified as a ~~continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months (in thousands):~~result of changes made to our primary portfolio segments under CECL:



(in thousands)	January 1, 2020
	As Reported Under ASU 2016-13			Pre-ASU 2016-13			Impact of ASU 2016-13 Adoption
Assets:
Loans held for investment (outstanding balance)
Commercial	$	9,133,444		$	10,230,828		$	(1,097,384	)
Energy	1,425,309						1,425,309
Mortgage finance	8,169,849			8,169,849			—
Construction				2,563,339			(2,563,339		)
Real estate	6,008,040			3,444,701			2,563,339
Consumer				71,463			(71,463		)
Equipment leases				256,462			(256,462		)
Allowance for credit losses on loans	(203,632		)	(195,047		)	(8,585		)
Total loans held for investment, net	24,442,630			24,451,215			(8,585		)
Net deferred tax asset	23,058			21,064			1,994
Liabilities:
Allowance for credit losses on off-balance sheet exposures	9,203			8,640			563
Equity:
Retained earnings	1,687,454			1,694,608			(7,154		)

September 30, 2017 Less Than 12 Months
12 Months or Longer
Total

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss
Equity securities $ —
$ —
$ 6,139
$ (361 ) $ 6,139
$ (361 )

Less Than 12 Months
12 Months or Longer
Total
December 31, 2016
Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss

Fair
Value

Unrealized
Loss
Equity securities $ 1,015
$ (6 ) $ 6,146
$ (354 ) $ 7,161
$ (360 )
In connection with our adoption of ASU 2016-13, changes were made to our primary portfolio segments to align with the methodology applied in determining the allowance under CECL. These changes included segregating energy loans into a stand-alone portfolio segment and reclassifying consumer and equipment leases into the commercial portfolio segment. Additionally, construction and real estate loans were combined into a single portfolio segment, referred to as real estate. The real estate portfolio segment includes loans further categorized as commercial real estate, residential homebuilder finance, secured by 1-4 family and an "other" category. See Allowance for Credit Losses - Loans below for further discussion of these portfolio segments.

At September 30, 2017, we owned one security in an unrealized loss position. The security is a publicly traded equity fund and is subject to market pricing volatility. We do not believe this unrealized loss is “other-than-temporary” as of September 30, 2017. We have evaluated the near-term prospects of the investment in relation to the severity and duration of the impairment and based on that evaluation we have the ability and intent to hold the investment until recovery of fair value.Loans

Loans Held for Investment

~~(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR LOAN LOSSES~~

~~At September 30, 2017 and December 31, 2016, loans~~Loans held for investment ~~were as follows (in thousands):~~

~~Commercial Loans and Leases.~~ ~~Our commercial loan portfolio~~(including financing leases) are stated at the amount of unpaid principal reduced by deferred income (net of costs). Interest on loans is comprised of lines of credit for working capital and term loans and leases to finance equipment and other business assets. Our energy production loans are generally collateralized with proven reserves basedrecognized using the simple-interest method on ~~appropriate valuation standards and take into account~~ the risk of oil and gas price volatility. Our commercial loans and leases are underwritten after carefully evaluating and understanding the borrower’s ability to operate profitably. Our underwriting standards are designed to promote relationship banking rather than to make loans on a transaction basis. Our lines of credit typically are limited to a percentagedaily balances of the value of the assets securing the line. Lines of credit and term loans typically are reviewed annually, or more frequently, as needed, and are supported by accounts receivable, inventory, equipment and other assets of our clients’ businesses.

~~Mortgage Finance Loans.~~ Our mortgage finance loans consist of ownership interests purchased in single-family residential mortgages funded through our mortgage finance group. These loans are typically held on our balance sheet for 10 to 20 days. We have agreements with mortgage lenders and purchase interests in individual loans they originate. All loans are underwritten consistent with established programs for permanent financing with financially sound investors. Substantially all loans are conforming loans. Balances as of September 30, 2017 and December 31, 2016 are statedprincipal amounts outstanding. Loan origination fees, net of ~~$150.7 million and $839.0 million participations sold, respectively.~~

~~Construction Loans.~~ ~~Our construction~~direct loan portfolio consists primarily of single- and multi-family residential properties and commercial projects used in manufacturing, warehousing, service or retail businesses. Our construction loans generally have terms of one to three years. We typically make construction loans to developers, builders and contractors that have an established record of successful project completion and loan repayment and have a substantial equity investment in the borrowers. Loan amounts are derived primarily from the Bank's evaluation of expected cash flows available to service debt from stabilized projects under hypothetically stressed conditions. Construction loans are also based in part upon estimates oforigination costs, and ~~value associated with~~commitment fees are deferred and amortized as an adjustment to yield over the completed project. Sources of repayment for these types of loans may be pre-committed permanent loans from other lenders, sales of developed property, or an interim loan commitment from us until permanent financing is obtained. The nature of these loans makes ultimate repayment sensitive to overall economic conditions. Borrowers may not be able to correct conditions of default in loans, increasing risk of exposure to classification, non-performing status, reserve allocation and actual credit loss and foreclosure. These loans typically have floating rates and commitment fees.

~~Real Estate Loans.~~ A portion of our real estate loan portfolio is comprised of loans secured by properties other than market risk or investment-type real estate. Market risk loans are real estate loans where the primary source of repayment is expected to come from the sale, permanent financing or lease of the real property collateral. We generally provide temporary financing for commercial and residential property. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Our real estate loans generally have maximum terms of five to seven years, and we provide loans with both floating and fixed rates. We generally avoid long-term loans for commercial real estate held for investment. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. Appraised values may be highly variable due to market conditions and the impact of the inability of potential purchasers and lessees to obtain financing and a lack of transactions at comparable values.

At September 30, 2017 and December 31, 2016, we had a blanket floating lien on certain real estate-secured loans, mortgage finance loans and certain securities used as collateral for Federal Home Loan Bank (“FHLB”) borrowings.

~~Summary of Loan Loss Experience~~

The allowance for loan losses is comprised of general reserves, specific reserves for impaired loans and an additional qualitative reserve based on our estimate of losses inherent in the portfolio at the balance sheet date, but not yet identified with specified loans. We consider the allowance at September 30, 2017 to be appropriate, given management's assessment of losses inherent in the portfolio as of the evaluation date, the significant growth in the loan and lease portfolio, current economic conditions in our market areas and other factors.

~~The following tables summarize the credit risk profile of our loan portfolio by internally assigned grades and non-accrual status as of September 30, 2017 and December 31, 2016 (in thousands):~~

September 30, 2017
Commercial
Mortgage
Finance
Construction Real Estate Consumer Leases Total
Grade:
Pass $ 8,541,821
$ 5,642,285
$ 2,085,300
$ 3,611,667
$ 69,974
$ 242,335
$ 20,193,382
Special mention 28,288
—
14,055
34,804
369
—
77,516
Substandard-accruing 124,329
—
—
35,275
93
17,385
177,082
Non-accrual 116,387
—
—
1,818
—
—
118,205
Total loans held for investment $ 8,810,825
$ 5,642,285
$ 2,099,355
$ 3,683,564
$ 70,436
$ 259,720
$ 20,566,185

December 31, 2016
Commercial
Mortgage
Finance
Construction Real Estate Consumer Leases Total
Grade:
Pass $ 6,941,310
$ 4,497,338
$ 2,074,859
$ 3,430,346
$ 34,249
$ 181,914
$ 17,160,016
Special mention 69,447
—
10,901
21,932
—
3,532
105,812
Substandard-accruing 115,848
—
12,787
7,516
138
—
136,289
Non-accrual 164,940
—
159
2,409
200
83
167,791
Total loans held for investment $ 7,291,545
$ 4,497,338
$ 2,098,706
$ 3,462,203
$ 34,587
$ 185,529
$ 17,569,908

The following table details activity in the allowance for loan losses by portfolio segment for the nine months ended September 30, 2017 and 2016. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

September 30, 2017
(in thousands) Commercial
Mortgage
Finance
Construction
Real
Estate
Consumer Leases Additional Qualitative Reserve Total
Beginning balance $ 128,768
$ —
$ 13,144
$ 19,149
$ 241
$ 1,124
$ 5,700
$ 168,126
Provision for loan losses 21,388
—
4,431
12,948
221
2,774
1,899
43,661
Charge-offs 32,146
—
59
290
180
—
—
32,675
Recoveries 3,574
—
104
74
56
9
—
3,817
Net charge-offs (recoveries) 28,572
—
(45 ) 216
124
(9 ) —
28,858
Ending balance $ 121,584
$ —
$ 17,620
$ 31,881
$ 338
$ 3,907
$ 7,599
$ 182,929
Period end amount allocated to:
Loans individually evaluated for impairment $ 24,410
$ —
$ —
$ 26
$ —
$ —
$ —
$ 24,436
Loans collectively evaluated for impairment 97,174
—
17,620
31,855
338
3,907
7,599
158,493
Ending balance $ 121,584
$ —
$ 17,620
$ 31,881
$ 338
$ 3,907
$ 7,599
$ 182,929

September 30, 2016
(in thousands) Commercial
Mortgage
Finance
Construction
Real
Estate
Consumer Leases Additional Qualitative Reserve Total
Beginning balance $ 112,446
$ —
$ 6,836
$ 13,381
$ 338
$ 3,931
$ 4,179
$ 141,111
Provision for loan losses 65,446
—
1,607
1,981
(23 ) (2,646 ) (226 ) 66,139
Charge-offs 34,232
—
—
528
40
—
—
34,800
Recoveries 7,829
—
34
36
16
71
—
7,986
Net charge-offs (recoveries) 26,403
—
(34 ) 492
24
(71 ) —
26,814
Ending balance $ 151,489
$ —
$ 8,477
$ 14,870
$ 291
$ 1,356
$ 3,953
$ 180,436
Period end amount allocated to:
Loans individually evaluated for impairment $ 42,674
$ —
$ 24
$ 136
$ 30
$ —
$ —
$ 42,864
Loans collectively evaluated for impairment 108,815
—
8,453
14,734
261
1,356
3,953
137,572
Ending balance $ 151,489
$ —
$ 8,477
$ 14,870
$ 291
$ 1,356
$ 3,953
$ 180,436

The table below presents the activity in the portion of the allowance for credit losses related to losses on unfunded commitments for the three and nine months ended September 30, 2017 and 2016 (in thousands). This liability is recorded in other liabilities in the consolidated balance sheet.

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Beginning balance $ 9,205
$ 9,355
$ 11,422
$ 9,011
Provision for off-balance sheet credit losses 556
1,517
(1,661 ) 1,861
Ending balance $ 9,761
$ 10,872
$ 9,761
$ 10,872

We have traditionally maintained an additional qualitative reserve component to compensate for the uncertainty and complexity in estimating loan and lease losses including factors and conditions that may not be fully reflected in the determination and application of the allowance allocation percentages. The increase in the additional qualitative reserve at September 30, 2017 was primarily driven by a $4.5 million provision related to the potential impact to our loan portfolio from Hurricanes Harvey and Irma ("Hurricanes"). This qualitative factor serves to measure 1) the impact on incurred credit losses resulting from the Hurricanes and 2) the imprecision in the identification and measurement of loans impacted by the Hurricanes. We believe the level of additional qualitative reserve at September 30, 2017 is warranted due to the continued uncertain economic environment which has produced losses, including those resulting from borrowers' misstatement of financial information or inaccurate certification of collateral values. Such losses are not necessarily correlated with historical loss trends or general economic conditions. Our methodology used to calculate the allowance considers historical losses; however, the historical loss rates for specific product types or credit risk grades may not fully incorporate the effects of continued uncertainty regarding the economy or the complete identification of loans impacted by the aforementioned weather events.

Our recorded investment in loans as of September 30, 2017, December 31, 2016 and September 30, 2016 related to each balance in the allowance for loan losses by portfolio segment and disaggregated on the basis of our impairment methodology was as follows (in thousands):

September 30, 2017
Commercial
Mortgage
Finance
Construction Real Estate Consumer Leases Total
Loans individually evaluated for impairment $ 117,426
$ —
$ —
$ 2,117
$ —
$ —
$ 119,543
Loans collectively evaluated for impairment 8,693,399
5,642,285
2,099,355
3,681,447
70,436
259,720
20,446,642
Total $ 8,810,825
$ 5,642,285
$ 2,099,355
$ 3,683,564
$ 70,436
$ 259,720
$ 20,566,185

December 31, 2016
Commercial
Mortgage
Finance
Construction Real Estate Consumer Leases Total
Loans individually evaluated for impairment $ 166,669
$ —
$ 159
$ 3,751
$ 200
$ 83
$ 170,862
Loans collectively evaluated for impairment 7,124,876
4,497,338
2,098,547
3,458,452
34,387
185,446
17,399,046
Total $ 7,291,545
$ 4,497,338
$ 2,098,706
$ 3,462,203
$ 34,587
$ 185,529
$ 17,569,908

September 30, 2016
Commercial
Mortgage
Finance
Construction Real Estate Consumer Leases Total
Loans individually evaluated for impairment $ 168,014
$ —
$ 159
$ 3,787
$ 200
$ —
$ 172,160
Loans collectively evaluated for impairment 6,885,965
4,961,159
2,150,294
3,388,044
27,354
96,878
17,509,694
Total $ 7,053,979
$ 4,961,159
$ 2,150,453
$ 3,391,831
$ 27,554
$ 96,878
$ 17,681,854

Generally we place loans on non-accrual when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is reversed. Interest income is subsequently recognized on a cash basis as long as the remaining unpaid principal amountlife of the loan, is deemed to be fully collectible. If collectability is questionable, then cash payments are applied to principal. As of September 30, 2017, none of our non-accrual loans were earning on a cash basis compared to $811,000 at December 31, 2016. A loan is placed back on accrual status when both principal and interest are current and it is probable that we will be able to collect all amounts due (both principal and interest) according toor over the ~~terms of the loan agreement.~~

A loan held for investment is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due (both principal and interest) according to the terms of the original loan agreement. In accordance with ASC 310, ~~Receivables, we have also included all restructured and formerly restructured loans in our impaired loan totals. The following tables detail our impaired loans, by portfolio class,~~commitment period, as ~~of September 30, 2017 and December 31, 2016 (in thousands):~~applicable.

September 30, 2017

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Average
Recorded
Investment

Interest
Income
Recognized
With no related allowance recorded:
Commercial
Business loans $ 23,561
$ 24,983
$ —
$ 23,513
$ —
Energy 32,378
37,221
—
39,196
—
Construction
Market risk —
—
—
—
—
Real estate
Market risk —
—
—
—
—
Commercial 1,700
1,700
—
2,388
—
Secured by 1-4 family —
—
—
—
—
Consumer —
—
—
—
—
Leases —
—
—
—
—
Total impaired loans with no allowance recorded $ 57,639
$ 63,904
$ —
$ 65,097
$ —
With an allowance recorded:
Commercial
Business loans $ 12,267
$ 12,267
$ 3,226
$ 15,689
$ —
Energy 49,220
62,259
21,184
53,839
6
Construction
Market risk —
—
—
35
—
Real estate
Market risk 299
299
6
548
—
Commercial —
—
—
—
—
Secured by 1-4 family 118
118
20
649
—
Consumer —
—
—
44
—
Leases —
—
—
18
—
Total impaired loans with an allowance recorded $ 61,904
$ 74,943
$ 24,436
$ 70,822
$ 6
Combined:
Commercial
Business loans $ 35,828
$ 37,250
$ 3,226
$ 39,202
$ —
Energy 81,598
99,480
21,184
93,035
6
Construction
Market risk —
—
—
35
—
Real estate
Market risk 299
299
6
548
—
Commercial 1,700
1,700
—
2,388
—
Secured by 1-4 family 118
118
20
649
—
Consumer —
—
—
44
—
Leases —
—
—
18
—
Total impaired loans $ 119,543
$ 138,847
$ 24,436
$ 135,919
$ 6

December 31, 2016

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Average
Recorded
Investment

Interest
Income
Recognized
With no related allowance recorded:
Commercial
Business loans $ 23,868
$ 27,992
$ —
$ 12,361
$ —
Energy 46,753
54,522
—
54,075
—
Construction
Market risk —
—
—
2,778
—
Real estate
Market risk —
—
—
—
—
Commercial 2,083
2,083
—
4,483
38
Secured by 1-4 family —
—
—
—
—
Consumer —
—
—
—
—
Leases —
—
—
403
—
Total impaired loans with no allowance recorded $ 72,704
$ 84,597
$ —
$ 74,100
$ 38
With an allowance recorded:
Commercial
Business loans $ 21,303
$ 21,303
$ 7,055
$ 22,277
$ —
Energy 74,745
88,987
27,350
73,637
24
Construction
Market risk 159
159
24
53
—
Real estate
Market risk 1,342
1,342
20
3,000
—
Commercial —
—
—
—
—
Secured by 1-4 family 326
326
113
435
—
Consumer 200
200
30
67
—
Leases 83
83
13
548
—
Total impaired loans with an allowance recorded $ 98,158
$ 112,400
$ 34,605
$ 100,017
$ 24
Combined:
Commercial
Business loans $ 45,171
$ 49,295
$ 7,055
$ 34,638
$ —
Energy 121,498
143,509
27,350
127,712
24
Construction
Market risk 159
159
24
2,831
—
Real estate
Market risk 1,342
1,342
20
3,000
—
Commercial 2,083
2,083
—
4,483
38
Secured by 1-4 family 326
326
113
435
—
Consumer 200
200
30
67
—
Leases 83
83
13
951
—
Total impaired loans $ 170,862
$ 196,997
$ 34,605
$ 174,117
$ 62

~~Average impaired loans outstanding during the nine months ended September 30, 2017 and 2016 totaled $135.9 million and $174.9 million, respectively.~~

~~The table below provides an age analysis of our loans held for investment as of September 30, 2017 (in thousands):~~

30-59 Days
Past Due

60-89 Days
Past Due

Greater
Than 90
Days and
Accruing(1)

Total Past
Due
Non-accrual Current Total
Commercial
Business loans $ 25,301
$ 18,704
$ 8,892
$ 52,897
$ 34,789
$ 7,635,061
$ 7,722,747
Energy 9,950
4,484
—
14,434
81,598
992,046
1,088,078
Mortgage finance loans —
—
—
—
—
5,642,285
5,642,285
Construction
Market risk 663
—
—
663
—
2,074,537
2,075,200
Secured by 1-4 family —
—
—
—
—
24,155
24,155
Real estate
Market risk 1,301
—
—
1,301
—
2,639,169
2,640,470
Commercial 1,839
—
—
1,839
1,700
782,185
785,724
Secured by 1-4 family 2,798
—
—
2,798
118
254,454
257,370
Consumer —
—
—
—
—
70,436
70,436
Leases 11,701
—
—
11,701
—
248,019
259,720
Total loans held for investment $ 53,553
$ 23,188
$ 8,892
$ 85,633
$ 118,205
$ 20,362,347
$ 20,566,185

Restructured loans are loans on which, due to the borrower’s financial difficulties, we have granted a concession that we would not otherwise consider for borrowers of similar credit quality. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, or a combination of the two. Modifications of terms that could potentially qualify as a restructuring include reduction of ~~the~~ contractual interest rate, extension of the maturity date at a contractual interest rate lower than the current rate for new debt with similar risk, a reduction of the face amount of debt or forgiveness of either principal or accrued interest. At September 30, 2017 and December 31, 2016, we did not have any loans considered restructured that were not on non-accrual. Of the non-accrual loans at September 30, 2017 and December 31, 2016, $12.0 million and $18.1 million, respectively, met the criteria for restructured. These loans had no unfunded commitments at their respective balance sheet dates. A loan continues to qualify as restructured until a consistent payment history or change in the borrower’s financial condition has been evidenced, generally ~~over~~for no less than twelve months. ~~Assuming that~~If the restructuring agreement specifies an interest rate at the time of the restructuring that is greater than or equal to the rate that we are willing to accept for a new extension of credit with comparable risk, then the loan is no longer ~~has to be~~ considered a restructuring if it is in compliance with the modified terms in calendar years after the year of the restructure.

A loan is considered past due when a contractually due payment has not been received by the contractual due date. We place a loan on non-accrual when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due. When a loan is placed on non-accrual status, all

previously accrued and unpaid interest is reversed as a reduction of current period interest income. Interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. A loan is placed back on accrual status when both principal and interest are current and it is probable that we will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement.

Loans held for investment includes legal ownership interests in mortgage loans that we purchase through our mortgage warehouse lending division. The ownership interests are purchased from unaffiliated mortgage originators who are seeking additional funding through sale of the undivided ownership interests to facilitate their ability to originate loans. The mortgage originator has no obligation to offer and we have no obligation to purchase these interests. The originator closes mortgage loans consistent with underwriting standards established by approved investors, and, at the time of the sale to the investor, our ownership interest and that of the originator are delivered by us to the investor selected by the originator and approved by us. We typically purchase up to a 99% ownership interest in each mortgage with the originator owning the remaining percentage. These mortgage ownership interests are generally held by us for a period of less than 30 days and more typically 10-20 days. Because of conditions in agreements with originators designed to reduce transaction risks, under ASC 860, Transfers and Servicing of Financial Assets (“ASC 860”), the ownership interests do not qualify as participating interests. Under ASC 860, the ownership interests are deemed to be loans to the originators and payments we receive from investors are deemed to be payments made by or on behalf of the originator to repay the loan deemed made to the originator. Because we have an actual, legal ownership interest in the underlying residential mortgage loan, these interests are reported as extensions of credit to the originators that are secured by the mortgage loans as collateral.

Due to market conditions or events of default by the investor or the originator, we could be required to purchase the remaining interests in the mortgage loans and hold them beyond the expected 10-20 days. Mortgage loans acquired under these conditions would require mark-to-market adjustments to income and could require future allocations of the allowance for credit losses or be subject to charge-off in the event the loans become impaired.

Allowance for Credit Losses

The allowance for credit losses is an estimate of the expected credit losses in the loans held for investment and available-for-sale debt securities portfolios.

ASU 2016-13 replaces the current incurred loss impairment model that recognizes losses when it becomes probable that a credit loss will be incurred,with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

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 credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality, or term as well as for changes in environmental conditions, such as changes in unemployment rates, gross domestic product, property values or other relevant factors.

The allowance for credit losses is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Reserves on loans that do not share risk characteristics are evaluated on an individual basis. In order to determine the allowance for credit losses, all loans are assigned a credit grade. Loans graded substandard or worse and greater than $500,000 are specifically reviewed for loss potential and when deemed appropriate are assigned a reserve based on an individual evaluation. For purposes of determining the pool-basis reserve, the remainder of the portfolio, representing all loans not assigned an individual reserve, is segregated first by portfolio segment, then by product type, to recognize differing risk profiles within portfolio segments, and finally by credit grade. Each credit grade within each product type is assigned a historical loss rate. These historical loss rates are then modified to incorporate our reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments using a Portfolio Level Qualitative Factor ("PLQF") and/or a Portfolio Segment Level Qualitative Factor ("SLQF"). These modified historical loss rates are multiplied by the outstanding principal balance of each loan to calculate a required reserve. A similar process is employed to calculate a reserve assigned to off-balance sheet commitments, specifically unfunded loan commitments and letters of credit, and any needed reserve is recorded in other liabilities. For periods beyond which we are able to develop reasonable and supportable forecasts, we revert to the historical loss rate. The PLQF and SLQF are utilized to address factors that are not present in historical loss rates and otherwise unaccounted for in the quantitative process. The PLQF is used to apply a qualitative adjustment across the entire portfolio of loans, while the SLQF is designed to apply a qualitative adjustment across

a single portfolio segment. Even though portions of the allowance may be allocated to specific loans, the entire allowance is available for any credit that, in management’s judgment, should be charged off.

Portfolio segments are used to pool loans with similar risk characteristics and align with our methodology for measuring expected credit losses. A summary of our primary portfolio segments is as follows:

Commercial. Our commercial loan portfolio is comprised of lines of credit for working capital, term loans and leases to finance equipment and other business assets across a variety of industries. These loans are used for general corporate purposes including financing working capital, internal growth, acquisitions and business insurance premiums and are generally secured by accounts receivable, inventory, equipment and other assets of our clients’ businesses. Our commercial loan portfolio also includes consumer loans because our small portfolio of consumer loans is largely comprised of accommodation loans to individuals associated with our commercial clients.

Energy. Our energy loan portfolio is primarily comprised of loans to exploration and production (“E&P”) companies that are generally collateralized with proven reserves based on appropriate valuation standards that take into account the risk of oil and gas price volatility. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest-risk form of energy lending. Energy loans are impacted by commodity price volatility, as well as changes in consumer and business demand.

Mortgage finance. Mortgage finance loans relate to our mortgage warehouse lending operations in which we purchase mortgage loan ownership interests from unaffiliated mortgage originators that are generally held by us for a period of less than 30 days and more typically 10-20 days before they are sold to an approved investor. Volumes fluctuate based on the level of market demand for the product and the number of days between purchase and sale of the loans, which can be affected by changes in overall market interest rates and housing demand and tend to peak at the end of each month. Mortgage finance loans are consistently underwritten based on standards established by the approved investors. Market conditions or events of default by an investor or originator could require that we repurchase the remaining interests in the mortgage loans and hold them beyond the expected 10-20 days.

Real estate. Our real estate portfolio is comprised of the following types of loans:

Commercial real estate ("CRE"). Our CRE portfolio is comprised of both construction/development financing and limited term financing provided to professional real estate developers and owners/managers of commercial real estate projects and properties who have a demonstrated record of past success with similar properties. Collateral properties include office buildings, warehouse/distribution buildings, shopping centers, apartment buildings, residential and commercial tract development. The primary source of repayment on these loans is expected to come from the sale, permanent financing or lease of the real property collateral. CRE loans are impacted by fluctuations in collateral values, as well as the ability of the borrower to obtain permanent financing.

Residential homebuilder finance ("RBF"). The RBF portfolio is comprised of loans made to residential builders and developers. Loans to residential builders are typically in the form of uncommitted guidance lines and are for the purpose of developing lots into single-family homes, while loans to developers are typically in the form of borrowing base lines extended for the purpose of acquiring and developing raw land into lots that can be further sold to home builders. RBF loans, if not structured and monitored correctly, can be impacted by volatility in consumer demand, as well as fluctuation in housing prices.

Secured by 1-4 family. This category of loans includes both first and second lien loans made for the purpose of purchasing or constructing a 1-4 family residential dwellings, as well as home equity revolving lines of credit and loans to purchase lots for future construction of residential dwellings.

Other. The "other" category is primarily comprised of real estate loans originated through a Small Business Administration (SBA) program where repayment is partially guaranteed by the SBA, as well as other loans secured by real estate where the primary source of repayment is not expected to come from the sale or lease of the real property collateral.

We have several pass credit grades that are assigned to loans based on varying levels of risk, ranging from credits that are secured by cash or marketable securities, to watch credits which have all the characteristics of an acceptable credit risk but warrant more than the normal level of monitoring. Within our criticized/classified credit grades are special mention, substandard and doubtful. Special mention loans are those that are currently protected by the sound worth and paying capacity of the borrower, but that are potentially weak and constitute an additional credit risk. These loans have the potential to deteriorate to a substandard grade due to the existence of financial or administrative deficiencies. Substandard loans have a well-defined weakness or weaknesses that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Some substandard loans are inadequately protected by the sound worth and paying capacity of the borrower and of the collateral pledged and may be considered impaired. Substandard loans can be accruing or can be on non-accrual depending on the circumstances of the individual loans.

Loans classified as doubtful have all the weaknesses inherent in substandard loans with the added characteristics that the weaknesses make collection in full highly questionable and improbable. The possibility of loss is extremely high. All doubtful loans are on non-accrual.

The methodology used in the estimation of the allowance, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and forecasted economic conditions. Changes are reflected in the pool-basis allowance and in reserves assigned on an individual basis as the collectability of classified loans is evaluated with new information. As our portfolio has matured, historical loss ratios have been closely monitored. The review of the appropriateness of the allowance is performed by executive management and presented to the audit and risk committees of our board of directors for their review. The committees report to the board as part of the board's review on a quarterly basis of our consolidated financial statements.

When management determines that foreclosure is probable, and for certain collateral-dependent loans where foreclosure is not considered probable, expected credit losses are based on the fair value of the collateral adjusted for selling costs, when appropriate. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral.

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation that a loan will be restructured, or the extension or renewal options are included in the borrower contract and are not unconditionally cancellable by us.

We do not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when loans are placed on non-accrual status as discussed above.

Investment Securities

For available-for-sale debt securities in an unrealized loss position, we first assess whether we intend to sell or it is more-likely-than-not that we will be required to sell the securities before recovery of the amortized cost basis. If either of these criteria is met, the securities amortized cost basis is written down to fair value as a current period expense. If either of the above criteria is not met, we evaluate whether the decline in fair value is the result of credit losses or other factors. In making this assessment, we may consider various factors including the extent to which fair value is less than amortized cost, performance of any underlying collateral and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess of the amortized cost basis over the present value of expected cash flows is recorded as an allowance for credit loss, limited to the amount by which the fair value is less than the amortized cost basis. Any impairment not recorded through an allowance for credit loss is recognized in other comprehensive income as a non credit-related impairment.

We have made a policy election to exclude accrued interest from the amortized cost basis of available-for-sale debt securities and report accrued interest separately in accrued interest and other assets in the consolidated balance sheets. Available-for-sale debt securities are placed on non-accrual status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on non-accrual status. Accordingly, we do not recognize an allowance for credit loss against accrued interest receivable.

All debt securities are available-for-sale as of March 31, 2020 and December 31, 2019.

Included in debt securities available-for-sale are Credit Risk Transfer ("CRT") securities. CRT securities represent unsecured obligations issued by government sponsored entities ("GSEs") such as Freddie Mac and are designed to transfer mortgage credit risk from the GSE to private investors. CRT securities are structured to be subject to the performance of a reference pool of mortgage loans in which we share in 50% of the first losses with the GSE. If the reference pool incurs losses, the amount we will recover on the notes is reduced by our share of the amount of such losses, which could potentially be up to 100% of the amount outstanding. Unrealized losses recognized in accumulated other comprehensive income ("AOCI") for the CRT securities are primarily related to the difference between the current market rate for similar securities and the stated interest rate and are not considered to be related to credit loss events. The CRT securities are generally interest-only for an initial period of time and are restricted from being transferred until a future date.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for credit losses, the fair value of financial instruments and the status of contingencies are particularly susceptible to significant change.

(2) Earnings Per Share

The following table presents the computation of basic and diluted earnings per share:



	Three months ended March 31,
(in thousands except share and per share data)	2020			2019
Numerator:
Net income/(loss)	$	(16,687	)	$	82,839
Preferred stock dividends	2,438			2,438
Net income/(loss) available to common stockholders	$	(19,125	)	$	80,401
Denominator:
Denominator for basic earnings per share—weighted average shares	50,373,580			50,229,797
Effect of employee stock-based awards(1)	101,222			115,602
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions	50,474,802			50,345,399
Basic earnings/(loss) per common share	$	(0.38	)	$	1.60
Diluted earnings/(loss) per common share	$	(0.38	)	$	1.60

(3) Investment Securities

Available-for-Sale Debt Securities

The following is a summary of available-for-sale debt securities at March 31, 2020:



(in thousands)	Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
March 31, 2020
Available-for-sale debt securities:
Residential mortgage-backed securities	$	4,556	$	132	$	—		$	4,688
Tax-exempt asset-backed securities	178,872		12,602		—			191,474
Credit risk transfer securities	14,713		—		(6,698		)	8,015
Total	$	198,141	$	12,734	$	(6,698	)	$	204,177

December 31, 2019
Available-for-sale debt securities:
Residential mortgage-backed securities	$	4,991	$	275	$	—		$	5,266
Tax-exempt asset-backed securities	183,225		13,802		—			197,027
Credit risk transfer securities	14,713		—		(2,749		)	11,964
Total	$	202,929	$	14,077	$	(2,749	)	$	214,257

The amortized cost and estimated fair value, excluding accrued interest receivable, of available-for-sale debt securities are presented below by contractual maturity:



(in thousands, except percentage data)	Less Than One Year			After One Through Five Years			After Five Through Ten Years			After Ten Years			Total
March 31, 2020
Available-for-sale:
Residential mortgage-backed securities:(1)
Amortized cost	$	—		$	888		$	—		$	3,668		$	4,556
Estimated fair value	—			968			—			3,720			4,688
Weighted average yield(3)	—		%	5.54		%	—		%	4.22		%	4.48		%
Tax-exempt asset-backed securities:(1)
Amortized Cost	—			—			—			178,872			178,872
Estimated fair value	—			—			—			191,474			191,474
Weighted average yield(2)(3)	—		%	—		%	—		%	4.20		%	4.20		%
CRT securities:(1)
Amortized Cost	—			—			—			14,713			14,713
Estimated fair value	—			—			—			8,015			8,015
Weighted average yield(3)	—		%	—		%	—		%	1.63		%	1.63		%
Total available-for-sale debt securities:
Amortized cost													$	198,141
Estimated fair value													$	204,177

December 31, 2019
Available-for-sale:
Residential mortgage-backed securities:(1)
Amortized cost	$	—		$	1,005		$	—		$	3,986		$	4,991
Estimated fair value	—			1,088			—			4,178			5,266
Weighted average yield(3)	—		%	5.54		%	—		%	4.31		%	4.55		%
Tax-exempt asset-backed securities:(1)
Amortized Cost	—			—			—			183,225			183,225
Estimated fair value	—			—			—			197,027			197,027
Weighted average yield(2)(3)	—		%	—		%	—		%	4.20		%	4.20		%
CRT securities:(1)
Amortized Cost	—			—			—			14,713			14,713
Estimated fair value	—			—			—			11,964			11,964
Weighted average yield(3)	—		%	—		%	—		%	1.71		%	1.71		%
Total available-for-sale debt securities:
Amortized cost													$	202,929
Estimated fair value													$	214,257

The following table discloses our available-for-sale debt securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months:



	Less Than 12 Months					12 Months or Longer					Total
(in thousands)	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
March 31, 2020
CRT securities	$	—	$	—		$	8,015	$	(6,698	)	$	8,015	$	(6,698	)
December 31, 2019
CRT securities	$	11,964	$	(2,749	)	$	—	$	—		$	11,964	$	(2,749	)

We conduct periodic reviews of securities with unrealized losses to evaluate whether the decline in fair value has resulted from credit losses or other factors. Based on the results of our periodic review, at March 31, 2020 management believes that unrealized losses on the CRT securities have resulted from factors not deemed credit-related and no allowance for credit loss was recorded. We have evaluated the near-term prospects of the CRT securities in relation to the severity of the non credit-related unrealized losses and adverse conditions related to the securities among other factors. Based on that evaluation management has determined that we have the ability and intent to hold the CRT securities until recovery of fair value and have recorded the non credit-related unrealized losses in AOCI.

Available-for-sale debt securities with carrying values of approximately $3.1 million and $1.5 million were pledged to secure certain customer repurchase agreements and deposits, respectively, at March 31, 2020. The comparative amounts at December 31, 2019 were $3.5 million and $1.2 million, respectively.

Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan. At March 31, 2020 and December 31, 2019, we had $24.6 million and $25.6 million, respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains/(losses) recognized on equity securities and included in other non-interest income in the consolidated statements of income:



	Three months ended March 31,
(in thousands)	2020			2019
Net gains/(losses) recognized during the period	$	(2,977	)	$	1,266
Less: Realized net gains/(losses) recognized during the period on equity securities sold	(19		)	(30		)
Unrealized net gains/(losses) recognized during the period on equity securities still held	$	(2,958	)	$	1,296

(4) Loans Held for Investment and Allowance for Credit Losses on Loans

Loans held for investment are summarized by portfolio segment as follows:



(in thousands)	March 31, 2020			December 31, 2019
Commercial	$	9,402,250		$	9,133,444
Energy	1,331,489			1,425,309
Mortgage finance(1)	7,588,803			8,169,849
Real estate	6,196,653			6,008,040
Gross loans held for investment(2)	24,519,195			24,736,642
Deferred income (net of direct origination costs)	(72,813		)	(90,380		)
Allowance for credit losses on loans	(240,958		)	(195,047		)
Total loans held for investment, net(2)	$	24,205,424		$	24,451,215

The following table summarizes our gross loans held for investment by year of origination and internally assigned credit grades:



(in thousands)	2020	2019	2018	2017	2016	2015 and prior	Revolving lines of credit	Revolving lines of credit converted to term loans	Total
March 31, 2020
Commercial
(1-7) Pass	164,393	3,097,118	828,225	488,711	357,598	350,754	3,768,821	37,506	9,093,126
(8) Special mention	—	12,122	21,109	1,629	13,372	13,351	57,836	3,636	123,055
(9) Substandard - accruing	688	26,003	8,057	14,473	11,860	10,602	50,790	1,643	124,116
(9+) Non-accrual	—	6,586	876	10,368	1,395	24,752	16,906	1,070	61,953
Total commercial	165,081	3,141,829	858,267	515,181	384,225	399,459	3,894,353	43,855	9,402,250
Energy
(1-7) Pass	—	20,525	15,183	25,163	—	59,578	961,833	714	1,082,996
(8) Special mention	—	—	10,000	—	—	—	50,024	—	60,024
(9) Substandard - accruing	—	2,556	—	6,105	—	14,386	13,564	—	36,611
(9+) Non-accrual	—	40,881	56,700	3,139	11,822	10,689	26,778	1,849	151,858
Total energy	—	63,962	81,883	34,407	11,822	84,653	1,052,199	2,563	1,331,489
Mortgage finance
(1-7) Pass	282,291	623,955	673,328	492,038	67,179	5,450,012	—	—	7,588,803
(8) Special mention	—	—	—	—	—	—	—	—	—
(9) Substandard - accruing	—	—	—	—	—	—	—	—	—
(9+) Non-accrual	—	—	—	—	—	—	—	—	—
Total mortgage finance	282,291	623,955	673,328	492,038	67,179	5,450,012	—	—	7,588,803
Real estate
CRE
(1-7) Pass	133,556	733,076	951,198	811,991	284,324	640,181	87,979	44,327	3,686,632
(8) Special mention	—	—	16,484	20,918	9,558	12,908	—	1,883	61,751
(9) Substandard - accruing	—	—	—	—	—	21,305	—	1,250	22,555
(9+) Non-accrual	—	—	—	—	—	244	—	—	244
RBF
(1-7) Pass	36,669	218,642	143,204	39,091	15,521	13,968	633,422	—	1,100,517
(8) Special mention	—	689	287	—	—	—	—	—	976
(9) Substandard - accruing	—	—	—	—	—	—	—	—	—
(9+) Non-accrual	—	—	—	—	—	—	—	—	—
Other
(1-7) Pass	84,156	167,071	138,751	170,548	107,942	184,010	23,390	39,043	914,911
(8) Special mention	—	—	5,969	312	2,911	8,178	—	6,323	23,693
(9) Substandard - accruing	—	—	531	701	—	2,348	—	—	3,580
(9+) Non-accrual	—	594	—	—	—	3,095	—	—	3,689
Secured by 1-4 family
(1-7) Pass	15,641	68,913	79,808	72,265	93,948	40,231	5,460	—	376,266
(8) Special mention	—	—	—	—	—	309	—	—	309
(9) Substandard - accruing	—	—	—	—	—	109	—	—	109
(9+) Non-accrual	—	—	—	—	—	1,421	—	—	1,421
Total real estate	270,022	1,188,985	1,336,232	1,115,826	514,204	928,307	750,251	92,826	6,196,653
Total loans held for investment	717,394	5,018,731	2,949,710	2,157,452	977,430	6,862,431	5,696,803	139,244	24,519,195

The following table details activity in the allowance for credit losses on loans. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.



(in thousands)	Commercial			Energy		Mortgage Finance		Real Estate			Additional Qualitative Reserve			Total
Three months ended March 31, 2020
Allowance for credit losses on loans:
Beginning balance	$	102,254		$	60,253	$	2,265	$	30,275		$	—		$	195,047
Impact of CECL adoption	(15,740		)	24,154		2,031		(1,860		)	—			8,585
Provision for credit losses on loans	24,902			66,821		35		3,271			—			95,029
Charge-offs	20,653			37,730		—		—			—			58,383
Recoveries	257			423		—		—			—			680
Net charge-offs (recoveries)	20,396			37,307		—		—			—			57,703
Ending balance	$	91,020		$	113,921	$	4,331	$	31,686		$	—		$	240,958
Three months ended March 31, 2019
Allowance for credit losses on loans:
Beginning balance	$	96,814		$	34,882	$	—	$	52,595		$	7,231		$	191,522
Provision for credit losses on loans	12,872			12,387		1,300		2,311			(7,231		)	21,639
Charge-offs	4,865			—		—		—			—			4,865
Recoveries	277			—		—		—			—			277
Net charge-offs (recoveries)	4,588			—		—		—			—			4,588
Ending balance	$	105,098		$	47,269	$	1,300	$	54,906		$	—		$	208,573

During the first quarter of 2020, we adopted ASU 2016-13, which replaces the incurred loss methodology for determining our provision for credit losses and allowance for credit losses with an expected loss methodology that is referred to as the CECL model. Upon adoption, the allowance for credit losses was increased by $9.1 million, which included a $563,000 increase to the allowance for off-balance sheet credit losses, with no impact to the consolidated statement of income. We recorded a $96.0 million provision for credit losses for the ~~nine months ended September 30, 2017~~first quarter of 2020 utilizing the newly adopted CECL methodology, a significant increase from prior quarters. The increase resulted primarily from increases in criticized loans and ~~2016,~~charge-offs, as well as the impact of reserve build related to the COVID-19 pandemic. More than half of the provision recorded in the first quarter of 2020 related to two large energy loans, previously identified as problem loans, that experienced further deterioration during the first quarter of 2020 exacerbated by the sharp decline in commodity prices, and approximately $30.0 million of the provision related to COVID-19 reserve build. In total, $1.8 billion of loans in categories that we expect to be more significantly impacted by COVID-19 were proactively downgraded, primarily to lower pass-rated grades. We recorded $57.7 million in net charge-offs during the first quarter of 2020, including $37.3 million in energy charge-offs and $15.6 million in leveraged lending charge-offs, all of which were loans that have been previously identified as problem loans, compared to $12.8 million during the fourth quarter of 2019 and $4.6 million, respectively, during the first quarter of 2019. Criticized loans totaled $675.9 million at March 31, 2020, compared to $584.1 million at December 31, 2019 and $602.8 million at March 31, 2019.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes collateral-dependent gross loans held for investment by collateral type as follows:



	Collateral type
(in thousands)	Business assets		Real property		Energy		Total
March 31, 2020
Commercial	$	24,752	$	—	$	—	$	24,752
Energy loans	—		—		151,858		151,858
Real estate
Secured by 1-4 family	—		1,202		—		1,202
Total collateral-dependent loans held for investment	$	24,752	$	1,202	$	151,858	$	177,812

The table below provides an age analysis of our loans held for investment:



(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due(1)		Total Past Due		Non-accrual loans as of March 31, 2020(2)		Current		Total		Non-accrual With No Allowance
March 31, 2020
Commercial	$	26,013	$	9,656	$	19,373	$	55,042	$	61,953	$	9,285,255	$	9,402,250	$	16,903
Energy	—		—		—		—		151,858		1,179,631		1,331,489		40,719
Mortgage finance loans	—		—		—		—		—		7,588,803		7,588,803		—
Real estate
CRE	9,301		—		1,837		11,138		244		3,759,800		3,771,182		—
RBF	—		—		—		—		—		1,101,493		1,101,493		—
Other	16,395		—		—		16,395		3,689		925,789		945,873		3,689
Secured by 1-4 family	79		—		64		143		1,421		376,541		378,105		1,202
Total loans held for investment	$	51,788	$	9,656	$	21,274	$	82,718	$	219,165	$	24,217,312	$	24,519,195	$	62,513

On January 1, 2020, the date we adopted CECL, non-accrual loans totaled $225.4 million, and included $88.6 million in commercial loans, $125.0 million in energy loans, $9.4 million in CRE loans, $881,000 in real estate-other loans and

$1.4 million in secured by 1-4 family loans.

As of March 31, 2020 and December 31, 2019, we did not have any loans considered restructured that were not on non-accrual. Of the non-accrual loans at March 31, 2020 and December 31, 2019, $22.3 million and $35.1 million, respectively, met the criteria for restructured. These loans had no unfunded commitments at their respective balance sheet dates.

We did not have any loans that were restructured during ~~2017 and 2016 (in thousands):~~

the three months ended March 31, 2020. The following table details the recorded investment at March 31, 2019 of loans restructured during the three months ended March 31, 2019 by type of modification:



	Extended Maturity			Adjusted Payment Schedule			Total
(in thousands, except number of contracts)	Number of Contracts	Balance at Period End		Number of Contracts	Balance at Period End		Number of Contracts	Balance at Period End
Three months ended March 31, 2019
Energy loans	1	$	22,540	—	$	—	1	$	22,540
Total	1	$	22,540	—	$	—	1	$	22,540

September 30, 2017
Number of Restructured Loans Balance at Restructure Balance at Period-End
Energy loans 1
$ 1,070
$ —
Commercial business loans 1
$ 599
$ 721
Total new restructured loans in 2017 2
$ 1,669
$ 721

September 30, 2016
Number of Restructured Loans Balance at Restructure Balance at Period-End
Energy loans 2
$ 14,235
$ 13,289
Total new restructured loans in 2016 2
$ 14,235
$ 13,289

~~The restructured~~Restructured loans generally include terms to temporarily place ~~loans~~the loan on interest only, extend the payment terms or reduce the interest rate. We did not forgive any principal on the above restructured loans. At March 31, 2020, all of the above restructured loans were on non-accrual. The restructuring of the loans did not have a significant impact on our allowance for ~~loan~~credit losses at ~~September 30, 2017~~March 31, 2020 or ~~2016.~~

~~The following table provides information on how restructured loans were modified during the nine months ended September 30, 2017 and 2016 (in thousands):~~

2019. As of ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, we did not have any loans that were restructured within the last 12 months that subsequently defaulted.

~~(5) OREO AND VALUATION ALLOWANCE FOR LOSSES ON OREO~~

~~The table below presents a summary of the activity related to OREO (in thousands):~~

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Beginning balance $ 18,689
$ 18,727
$ 18,961
$ 278
Additions —
282
—
18,822
Sales (457 ) —
(729 ) (91 )
Valuation allowance for OREO (101 ) —
(101 ) —
Ending balance $ 18,131
$ 19,009
$ 18,131
$ 19,009

When foreclosure occurs, the acquired asset is recorded at fair value less selling costs, generally based on appraised value, which may result in partial charge-off of the loan. Subsequent write-downs required for declines in value are recorded through a valuation allowance or taken directlyIn response to the ~~assets~~COVID-19 pandemic and ~~charged~~its economic impact to ~~other non-interest expense.~~our customers, we implemented a short-term modification program that complies with the Coronavirus Aid, Relief, and Economic Security ("CARES") Act to provide temporary payment relief to those borrowers directly impacted by COVID-19 who were not more than 30 days past due as of December 31, 2019. This program allows for a deferral of payments for 90 days, which we may extend for an additional 90 days, for a maximum of 180 days on a cumulative and successive basis. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date. As of March 31, 2020, we have granted temporary modifications on approximately 146 loans, resulting in the deferral of approximately $3.7 million in interest payments. Under the applicable guidance, none of these loans were considered restructured as of March 31, 2020.

~~(6) CERTAIN TRANSFERS OF FINANCIAL ASSETS~~

Through our Mortgage Correspondent Aggregation ("MCA") business, we commit to purchase residential mortgage loans from independent correspondent lenders and deliver those loans into the secondary market via whole loan sales to independent third parties or in securitization transactions to Ginnie Mae and government sponsored entities ("GSEs") such as Fannie Mae and Freddie Mac. We have elected to carry these loans at fair value based on sales commitments and market quotes. Gains and losses on the saleTable of ~~mortgage loans held for sale and changes in the fair value of the loans held for sale are included in other non-interest income on the consolidated income statement.~~

September 30, 2017 December 31, 2016
Outstanding balance $ 957,560
$ 980,414
Fair value 955,983
968,929
Fair value over/(under) outstanding balance $ (1,577 ) $ (11,485 )

~~No loans held for sale were 90 days or more past due or on non-accrual as~~(5) Certain Transfers of ~~September 30, 2017 and December 31, 2016.~~Financial Assets

The table below presents a reconciliation of the changes in loans held for ~~sale for the nine months ended September 30, 2017 and 2016 (in thousands):~~sale:



	Three Months Ended March 31,
(in thousands)	2020			2019
Outstanding balance(1):
Beginning balance	$	2,568,362		$	1,949,785
Loans purchased and originated	2,356,710			1,550,059
Payments and loans sold	(4,165,492		)	(1,617,518		)
Ending balance	759,580			1,882,326
Fair value adjustment:
Beginning balance	8,772			19,689
Increase/(decrease) to fair value	5,712			(378		)
Ending balance	14,484			19,311
Loans held for sale at fair value	$	774,064		$	1,901,637

NaN loans held for sale were on non-accrual as of March 31, 2020 or December 31, 2019. At March 31, 2020 and December 31, 2019, we had $9.0 million and $8.2 million, respectively, of loans held for sale that were 90 days or more past due. The $9.0 million in loans held for sale that were 90 days or more past due at March 31, 2020 included $5.8 million of loans guaranteed by U.S. government agencies that were purchased out of Ginnie Mae securities and recorded as loans held for sale, at fair value, on the balance sheet. Interest on these past due loans accrues at the debenture rate guaranteed by the U.S. government. Also included in the $9.0 million were $2.9 million in loans that, pursuant to Ginnie Mae servicing guidelines, we have the unilateral right, but not the obligation, to repurchase if defined delinquent loan criteria are met, and therefore must record as held for sale on our balance sheet regardless of whether the repurchase option has been exercised. At December 31, 2019, $6.0 million of the $8.2 million in loans held for sale were loans guaranteed by U.S. government agencies that were purchased out of Ginnie Mae securities and recorded as loans held for sale, at fair value, on the balance sheet and $1.9 million were loans that we have the unilateral right, but not the obligation, to repurchase if defined delinquent loan criteria are met.

Nine months ended September 30,
2017 2016
Beginning balance $ 968,929
$ 86,075
Loans purchased 4,315,065
1,927,702
Payments and loans sold (4,337,919 ) (1,368,987 )
Change in fair value 9,908
3,894
Ending balance $ 955,983
$ 648,684

~~We generally~~From time to time we retain the right to service the loans sold through our MCA program, creating ~~MSRs~~mortgage servicing rights ("MSRs") which are recorded as assets on our balance sheet. A summary of MSR activity ~~for the nine months ended September 30, 2017 and 2016~~ is as ~~follows (in thousands):~~follows:



	Three months ended March 31,
(in thousands)	2020			2019
MSRs:
Balance, beginning of year	$	70,707		$	42,474
Capitalized servicing rights	20,615			6,138
Amortization	(4,885		)	(1,593		)
Sales	—			—
Balance, end of period	$	86,437		$	47,019
Valuation allowance:
Balance, beginning of year	$	5,803		$	—
Increase in valuation allowance	10,015			2,931
Balance, end of period	$	15,818		$	2,931
MSRs, net	$	70,619		$	44,088
MSRs, fair value	$	70,619		$	44,691

At ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, our servicing portfolio of residential mortgage loans had an outstanding principal ~~balance~~balances of ~~$6.1~~$8.3 billion and ~~$2.2~~$6.7 billion, respectively.

In connection with the servicing of these loans, we ~~maintain~~

hold deposits in the name of investors representing escrow funds for taxes and insurance, ~~in the name of investors,~~ as well as collections in transit to the investors. These escrow funds are segregated and held in separate non-interest-bearing deposit accounts at the Bank. These deposits, included in total non-interest-bearing deposits on the consolidated balance sheets, were ~~$81.4~~$99.1 million at ~~September 30, 2017~~March 31, 2020 and ~~$21.0~~$63.7 million at December 31, ~~2016.~~2019.

The estimated fair value of the MSR assets is obtained from an independent third party and reviewed by management on a quarterly basis. MSRs typically do not trade in an active, open market with readily observable prices; as such, the fair value of

MSRs is determined using a discounted cash flow model to calculate the present value of the estimated future net servicing income. The assumptions utilized in the discounted cash flow model are based on market data for comparable ~~collateral,~~assets, where available. Each quarter, management and the independent third party ~~discuss~~review the key assumptions used in the discounted cash flow model and make adjustments as necessary to estimate the fair value of the MSRs. AsAt March 31, 2020, the estimated fair value of ~~September 30, 2017 and December 31, 2016,~~MSRs was adjusted as a result of the decline in mortgage interest rates experienced in the first three months of 2020, which resulted in a $10.0 million impairment charge, compared to a $2.9 million impairment charge for the first three months of 2019. The following summarizes the assumptions used by management ~~used the following assumptions~~ to determine the fair value of MSRs:



	March 31, 2020		December 31, 2019
Average discount rates	9.08	%	9.06	%
Expected prepayment speeds	14.51	%	13.11	%
Weighted-average life, in years	5.4		5.8

A sensitivity analysis of changes in the fair value of our MSR portfolio resulting from certain key assumptions is presented in the following ~~table (in thousands):~~table:



(in thousands)	March 31, 2020			December 31, 2019
50 bp adverse change in prepayment speed	$	(8,338	)	$	(10,768	)
100 bp adverse change in prepayment speed	(10,091		)	(17,965		)

These sensitivities are hypothetical and actual results may differ materially due to a number of factors. The effect on fair value of a 10% variation in assumptions generally cannot be determined with confidence because the relationship of the change in assumptions to the fair value may not be linear. Additionally, the impact of a variation in a particular assumption on the fair value is calculated while holding other assumptions constant. In reality, changes in one factor may ~~lead to~~be correlated with changes in other factors, which could impact the ~~above hypothetical effects.~~sensitivity analysis as presented.

In conjunction with the sale and securitization of loans held for sale, we may be exposed to liability resulting from recourse agreements and repurchase agreements. If it is determined subsequent to our sale of a loan that the loan sold is in breach of the representations or warranties made in the applicable sale agreement, we may have an obligation to either (a) repurchase the loan for the unpaid principal balance, accrued interest and related advances, (b) indemnify the purchaser against any loss it suffers or (c) make the purchaser whole for the economic benefits of the loan.

~~Our~~ repurchase, indemnification and make whole obligations vary based upon the terms of the applicable agreements, the nature of the asserted breach and the status of the mortgage loan at the time a claim is made. We establish reserves for estimated losses of this nature inherent in the origination of mortgage loans by estimating the losses inherent in the population of all loans sold based on trends in claims and actual loss severities experienced. The reserve includes accruals for probable contingent losses in addition to those identified in the pipeline of claims received. The estimation process is designed to include amounts based on any actual losses experienced from actual repurchase activity.

Because the MCA business commenced in late 2015, we have limited historical data to support the establishment of a reserve. The baseline for the repurchase reserve uses historical loss factors obtained from industry data that are applied to loan pools originated and sold during the nine months ended September 30, 2017 and 2016. The historical industry data loss factors and experienced losses are accumulated for each sale vintage and applied to more recent sale vintages to estimate inherent losses not yet realized.make-whole agreements. Our estimated exposure related to ~~these loans was $1.2~~those agreements totaled $3.5 million and $3.6 million at ~~September 30, 2017~~March 31, 2020 and ~~$621,000 at September 30, 2016~~December 31, 2019, respectively, and is recorded in other liabilities in the consolidated balance sheets. We ~~had $14,000~~incurred $2.1 million in losses due to ~~repurchase, indemnification or~~ make-whole obligations during the ~~nine~~three months ended ~~September 30, 2017 and no losses~~March 31, 2020 compared to $162,000 during the ~~nine~~three months ended ~~2016.~~March 31, 2019. The increase in make-whole obligation losses is primarily related to an increase in early payoffs resulting from the declining interest rate environment.

(6) Financial Instruments with Off-Balance Sheet Risk

~~(7) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK~~

The ~~Bank is a party to~~table below presents our financial instruments with off-balance sheet risk, as well as the activity in the ~~normal course of business~~allowance for off-balance sheet credit losses related to ~~meet the financing needs of its customers. These~~those financial ~~instruments include commitments to extend credit and standby letters of credit that involve varying degrees of credit risk~~instruments. This allowance is recorded in ~~excess of the amount recognized in~~other liabilities on the consolidated balance sheets. The Bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the borrower.sheet.



	Three months ended March 31,
(in thousands)	2020		2019
Beginning balance of allowance for off-balance sheet credit losses	$	8,640	$	11,434
Impact of CECL adoption	563		—
Provision for off-balance sheet credit losses	971		(1,639		)
Ending balance of allowance for off-balance sheet credit losses	$	10,174	$	9,795

(in thousands)	March 31, 2020		December 31, 2019
Commitments to extend credit - period end balance	$	7,301,491	$	8,066,655
Standby letters of credit - period end balance	$	255,399	$	261,405

Commitments to extend credit are agreements to lend to a customer as 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 may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit-worthiness on a case-by-case basis.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

~~The table below summarizes our off-balance sheet financial instruments whose contract amounts represented credit risk (in thousands):~~

September 30, 2017 December 31, 2016
Commitments to extend credit $ 6,539,498
$ 5,704,381
Standby letters of credit 203,070
171,266

~~(8) REGULATORY MATTERS~~(7) Regulatory Restrictions

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the

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Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III regulatory capital framework (the "Basel III Capital Rules") adopted by U.S. federal regulatory authorities, among other things, (i) ~~establish~~establishes the capital measure called "Common Equity Tier 1" ("CET1"), (ii) ~~specify~~specifies that Tier 1 capital consist of CET1 and "Additional Tier 1 Capital" instruments meeting stated requirements, (iii) ~~define CET1 narrowly by requiring~~requires that most deductions/adjustments to regulatory capital measures be made to CET1 and not to ~~the~~ other components of capital and (iv) ~~set forth~~defines the ~~acceptable~~ scope of the deductions/adjustments to the ~~specified~~ capital measures. ~~The Basel III Capital Rules became effective for us on January 1, 2015 with certain transition provisions fully phased in on January 1, 2019.~~

Additionally, the Basel III Capital Rules require that we maintain a 2.5% capital conservation buffer with respect to each of ~~the~~ CET1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. The capital conservation buffer is subject to a three year phase-in period that began on January 1, 2016 and will be fully phased in on January 1, 2019 at 2.5%. The required phase-in capital conservation buffer during 2017 is 1.25% and was 0.625% during 2016. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provides banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, we have elected to utilize the five-year CECL transition.

Quantitative measures established by ~~these regulations~~regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of CET1, Tier 1 and total capital to risk-weighted assets, and of Tier 1 capital to average assets, each as defined in the regulations. Management believes, as of ~~September 30, 2017,~~March 31, 2020, that the Company and the Bank ~~met~~meet all capital adequacy requirements to which they are subject.

Financial institutions are categorized as well capitalized or adequately capitalized based on minimum total risk-based, ~~capital,~~ Tier 1 risk-based, ~~capital,~~ CET1 and Tier 1 leverage ratios. As shown in the table below, the Company’s capital ratios exceeded the regulatory definition of adequately capitalized as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~2019. Based upon the

information in its most recently filed call report, the Bank met the capital ratios necessary to be well capitalized. The regulatory authorities can apply changes in classification of assets and such changes may retroactively subject the Company to changes in capital ratios. Any such ~~changes~~change could ~~result in reducing~~reduce one or more capital ratios below well-capitalized status. In addition, a change may result in imposition of additional assessments by the FDIC or could result in regulatory actions that could have a material adverse effect on our financial condition and results of operations.

Because our Bank had less than $15.0 billion in total consolidated assets as of December 31, 2009, we are allowed to continue to classify our trust preferred securities, all of which were issued prior to May 19, 2010, as Tier 1 capital.

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The table below summarizes our actual and required capital ratios under the Basel III Capital ~~Rules:~~Rules. The ratios presented below include the effects of our election to utilize the five-year CECL transition described above.



	Actual				For Capital Adequacy Purposes				Required to be Considered Well Capitalized
(dollars in thousands)	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount	Ratio
March 31, 2020
CET1
Company	$	2,646,323	9.27	%	$	1,998,473	7.00	%	N/A	N/A
Bank	2,673,198		9.37	%	1,996,495		7.00	%	1,853,888	6.50	%
Total capital (to risk-weighted assets)
Company	3,415,854		11.96	%	2,997,710		10.50	%	N/A	N/A
Bank	3,283,989		11.51	%	2,994,742		10.50	%	2,852,135	10.00	%
Tier 1 capital (to risk-weighted assets)
Company	2,901,225		10.16	%	2,426,717		8.50	%	N/A	N/A
Bank	2,828,100		9.92	%	2,424,315		8.50	%	2,281,708	8.00	%
Tier 1 capital (to average assets)(1)
Company	2,901,225		8.48	%	1,368,689		4.00	%	N/A	N/A
Bank	2,828,100		8.27	%	1,368,145		4.00	%	1,710,181	5.00	%
December 31, 2019
CET1
Company	$	2,653,999	8.88	%	$	2,091,591	7.00	%	N/A	N/A
Bank	2,676,513		8.96	%	2,090,870		7.00	%	1,941,522	6.50	%
Total capital (to risk-weighted assets)
Company	3,398,345		11.37	%	3,137,926		10.50	%	N/A	N/A
Bank	3,262,144		10.92	%	3,136,305		10.50	%	2,986,957	10.00	%
Tier 1 capital (to risk-weighted assets)
Company	2,912,529		9.75	%	2,540,226		8.50	%	N/A	N/A
Bank	2,835,043		9.49	%	2,538,913		8.50	%	2,389,565	8.00	%
Tier 1 capital (to average assets)(1)
Company	2,912,529		8.42	%	1,383,640		4.00	%	N/A	N/A
Bank	2,835,043		8.20	%	1,383,190		4.00	%	1,728,988	5.00	%

Actual Minimum Capital Required - Basel III Phase-In Schedule Minimum capital Required - Basel III Fully Phased-In Required to be Considered Well Capitalized
Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio Capital Amount Ratio
As of September 30, 2017:
CET1
    Company $ 1,989,547
8.35 % $ 1,369,699
5.75 % $ 1,667,460
7.00 % N/A
N/A
    Bank 1,930,836
8.11 % 1,369,659
5.75 % 1,667,411
7.00 % 1,548,311
6.50 %
Total capital (to risk-weighted assets)
    Company 2,722,408
11.43 % 2,203,429
9.25 % 2,501,189
10.50 % N/A
N/A
    Bank 2,505,209
10.52 % 2,203,365
9.25 % 2,501,117
10.50 % 2,382,016
10.00 %
Tier 1 capital (to risk-weighted assets)
    Company 2,248,403
9.44 % 1,727,012
7.25 % 2,024,772
8.50 % N/A
N/A
    Bank 2,089,692
8.77 % 1,726,962
7.25 % 2,024,714
8.50 % 1,905,613
8.00 %
Tier 1 capital (to average assets)(1)
    Company 2,248,403
9.57 % 939,319
4.00 % 939,319
4.00 % N/A
N/A
    Bank 2,089,692
8.90 % 939,139
4.00 % 939,139
4.00 % 1,173,924
5.00 %
As of December 31, 2016:
CET1
    Company $ 1,841,219
8.97 % $ 1,052,205
5.13 % $ 1,437,159
7.00 % N/A
N/A
    Bank 1,735,496
8.45 % 1,051,989
5.13 % 1,436,863
7.00 % 1,334,244
6.50 %
Total capital (to risk-weighted assets)
    Company 2,561,663
12.48 % 1,770,766
8.63 % 2,155,715
10.50 % N/A
N/A
    Bank 2,297,528
11.19 % 1,770,421
8.63 % 2,155,295
10.50 % 2,052,683
10.00 %
Tier 1 capital (to risk-weighted assets)
    Company 2,101,071
10.23 % 1,360,154
6.63 % 1,745,103
8.50 % N/A
N/A
    Bank 1,895,348
9.23 % 1,359,888
6.63 % 1,744,762
8.50 % 1,642,147
8.00 %
Tier 1 capital (to average assets)(1)
    Company 2,101,071
9.34 % 900,268
4.00 % 900,268
4.00 % N/A
N/A
    Bank 1,895,348
8.42 % 900,070
4.00 % 900,070
4.00 % 1,125,087
5.00 %


(1)	The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, ~~it should be noted that~~ the Federal Reserve Board and the FDIC may require the Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.

Our mortgage finance loan volumes can increase significantly at ~~month end,~~month-end, causing a meaningful difference between ending balance and average balance for any period. At ~~September 30, 2017,~~March 31, 2020, our ~~total~~ mortgage finance loans were ~~$5.6~~$7.6 billion compared to the average for the ~~three months~~quarter ended ~~September 30, 2017~~March 31, 2020 of ~~$4.8~~$7.1 billion. As CET1, Tier 1 and total capital ratios are calculated using quarter-end risk-weighted assets and our mortgage finance loans are 100% risk-weighted (excluding MCA mortgage loans held for sale, which receive lower risk weights), the ~~quarter-end~~period-end fluctuation in these balances can significantly impact our reported ratios. WeDue to the actual risk profile and liquidity of this asset class, we manage capital allocated to mortgage finance

loans based on changing trends in average balances ~~as well as the inherent risk associated with the assets which implies a risk weight that is significantly different than the regulatory risk weight,~~ and do not believe that the ~~quarter-end~~period-end balance is representative of risk characteristics that would justify higher ~~capital~~ allocations. However, we ~~continue to~~ monitor our capital allocation to confirm that all capital levels remain above well-capitalized levels.

Dividends that may be paid by ~~subsidiary~~ banks are routinely restricted by various regulatory authorities. The amount that can be paid in any calendar year without prior approval of ~~the~~our Bank’s regulatory agencies cannot exceed the lesser of the net profits (as defined) for that year plus the net profits for the preceding two calendar years, or retained earnings. The Basel III Capital Rules further limit the amount of dividends that may be paid by our Bank. No dividends were declared or paid on our common stock during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020, or ~~2016.~~2019.

~~(9) STOCK-BASED COMPENSATION~~

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(8) Stock-based Compensation

We have long-term incentive plans under which stock-based compensation awards are granted to employees and directors by the board of directors, or its designated committee. Grants are subject to vesting requirements and may include, among other things, nonqualified stock options, stock appreciation rights ("SARs"), restricted stock units ("RSUs"), restricted stock and performance units, or any combination thereof. There are 2,550,000 total shares authorized for grant under the plans.

~~Stock-based~~The table below summarizes our stock-based compensation ~~expense presented below consists of awards granted from 2011 through September 30, 2017.~~expense:



	Three months ended March 31,
(in thousands)	2020		2019
Stock-settled awards:
SARs	$	—	$	6
RSUs	3,219		2,407
Restricted stock	8		10
Cash-settled performance units	142		2,065
Total	$	3,369	$	4,488

Three months ended September 30, Nine months ended September 30,
(in thousands) 2017 2016 2017 2016
Stock-settled awards:
SARs $ 64
$ 74
$ 210
$ 233
RSUs 2,184
1,145
5,491
3,223
Restricted stock 8
4
16
10
Cash-settled performance units 3,811
1,227
9,304
2,709
Total $ 6,067
$ 2,450
$ 15,021
$ 6,175



(in thousands except period data)	March 31, 2020
Unrecognized compensation expense related to unvested stock-settled awards	$	34,996
Weighted average period over which expense is expected to be recognized, in years	3.3

(in thousands) September 30, 2017
Unrecognized compensation expense related to unvested stock-settled awards $ 19,426
Weighted average period over which expense is expected to be recognized, in years 3.1

~~(10) FAIR VALUE DISCLOSURES~~

~~ASC 820,~~ (9) Fair Value ~~Measurements and~~ Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value under GAAP and requires enhanced disclosures about fair value measurements. Fair value is defined under ASC 820 as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal market for the asset or liability in an orderly transaction between market participants on the measurement date.

We determine the fair market values of our assets and liabilities measured at fair value on a recurring and nonrecurring basis using the fair value hierarchy as prescribed in ASC 820. The standard describes three levels of inputs that may be used to measure fair value as provided below.


Level 1	Quoted prices in active markets for identical assets or liabilities. This category includes the assets and liabilities related to our non-qualified deferred compensation plan where values are based on quoted market prices for identical equity securities in an active market.

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include U.S. government and agency mortgage-backed debt securities, municipal bonds, and Community Reinvestment Act funds. This category also includes loans held for sale and derivative assets and liabilities where values are obtained from independent pricing services using observable market data.

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair values requires significant management judgment or estimation. This category includes impaired loans and OREO where collateral values have been based on third party appraisals; comparative sales data typically used in appraisals may be unavailable or more subjective with respect to some asset classes due to lack of market activity.

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Assets and liabilities measured at fair value ~~at September 30, 2017 and December 31, 2016~~ are as ~~follows (in thousands):~~

follows:

Fair Value Measurements Using
September 30, 2017 Level 1 Level 2 Level 3
Available-for-sale securities:(1)
Residential mortgage-backed securities $ —
$ 12,158
$ —
Equity securities(2) 4,905
7,161
—
Loans held for sale (3) —
955,983
—
Loans held for investment(4) (6) —
—
21,022
OREO(5) (6) —
—
18,131
Derivative assets(7) —
25,130
—
Derivative liabilities(7) —
24,048
—
Non-qualified deferred compensation plan liabilities (8) 4,961
—
—

December 31, 2016
Available-for-sale securities:(1)
Residential mortgage-backed securities $ —
$ 15,652
$ —
Municipals —
275
—
Equity securities(2) 1,786
7,161
—
Loans held for sale(3) —
968,929
—
Loans held for investment(4) (6) —
—
52,323
OREO(5) (6) —
—
18,961
Derivative assets(7) —
37,878
—
Derivative liabilities(7) —
26,240
—
Non-qualified deferred compensation plan liabilities (8) 1,811
—
—



	Fair Value Measurements Using
(in thousands)	Level 1		Level 2		Level 3
March 31, 2020
Available-for-sale debt securities:(1)
Residential mortgage-backed securities	$	—	$	4,688	$	—
Tax-exempt asset-backed securities	—		—		191,474
CRT securities	—		—		8,015
Equity securities(1)(2)	17,368		7,239		—
Loans held for sale(3)	—		767,370		6,694
Loans held for investment(4)	—		—		121,037
Derivative assets(5)	—		125,913		—
Derivative liabilities(5)	—		126,459		—
Non-qualified deferred compensation plan liabilities(6)	17,668		—		—

December 31, 2019
Available-for-sale debt securities:(1)
Residential mortgage-backed securities	$	—	$	5,266	$	—
Tax-exempt asset-backed securities	—		—		197,027
CRT securities	—		—		11,964
Equity securities(1)(2)	18,484		7,130		—
Loans held for sale(3)	—		2,564,281		7,043
Loans held for investment(4)	—		—		109,585
Derivative assets(5)	—		48,684		—
Derivative liabilities(5)	—		51,310		—
Non-qualified deferred compensation plan liabilities(6)	18,484		—		—


(1)	Securities are measured at fair value on a recurring basis, generally ~~monthly.~~monthly, except for tax-exempt asset-backed securities and CRT securities which are measured quarterly.


(2)	Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan.


(3)	Loans held for sale ~~excluding Small Business Administration loans,~~purchased through our MCA program are measured at fair value on a recurring basis, generally monthly.


(4)	Includes ~~impaired~~certain collateral-dependent loans ~~that have been measured~~held for ~~impairment at~~investment for which a specific allocation of the allowance for credit losses is based upon the fair value of the loan’s underlying collateral.


~~(5)~~	~~OREO is transferred from~~ These loans ~~to OREO at fair value less selling costs.~~


~~(6)~~	~~Loans~~ held for investment ~~and OREO~~ are measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions.


~~(7)~~(5)	Derivative assets and liabilities are measured at fair value on a recurring basis, generally quarterly.


~~(8)~~(6)	Non-qualified deferred compensation plan liabilities represent the fair value of the obligation to the employee, which generally corresponds to the fair value of the invested assets, and are measured at fair value on a recurring basis, generally monthly.

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Level 3 Valuations

~~Financial instruments are considered Level~~The following table presents a reconciliation of the level 3 ~~when their values are determined using pricing models,~~fair value category measured at fair value on a recurring basis:



								Net Realized/Unrealized Gains (Losses)
(in thousands)	Balance at Beginning of Period		Purchases / Additions		Sales / Reductions			Realized			Unrealized			Balance at End of Period
Three months ended March 31, 2020
Available-for-sale debt securities:(1)
Tax-exempt asset-backed securities	$	197,027	$	—	$	(4,353	)	$	—		$	(1,200	)	$	191,474
CRT securities	$	11,964	$	—	$	—		$	—		$	(3,949	)	$	8,015
Loans held for sale(2)	$	7,043	$	213	$	(684	)	$	28		$	94		$	6,694
Three months ended March 31, 2019
Available-for-sale debt securities:(1)
Tax-exempt asset-backed securities	$	95,804	$	92,010	$	—		$	—		$	4,030		$	191,844
CRT securities	$	—	$	15,044	$	—		$	(331	)	$	(4,076	)	$	10,637
Loans held for sale(2)	$	16,415	$	—	$	(3,878	)	$	216		$	293		$	13,046


(1)	Unrealized gains/(losses) on available-for-sale debt securities are recorded in AOCI and all relate to assets held at March 31, 2020. Realized gains/(losses) are recorded in other non-interest income.


(2)	Realized and unrealized gains/(losses) on loans held for sale are recorded in gain/(loss) on sale of loans held for sale.

Tax-exempt asset-backed securities

The fair value of tax-exempt asset-backed securities is based on a discounted cash flow ~~methodologies or similar techniques and at least one significant~~ model, ~~assumption or input is unobservable.~~which utilizes Level 3, ~~financial instruments include those for~~or unobservable, inputs, the most significant of which were a discount rate and weighted-average life. At March 31, 2020, the ~~determination~~discount rates utilized ranged from 3.04% to 3.05% and the weighted-average life ranged from 5.5 years to 8.0 years. On a combined amortized cost weighted-average basis a discount rate of 3.05% and weighted-average life of 6.8 years were utilized to determine the fair value ~~requires~~of these securities at March 31, 2020. At December 31, 2019, the combined weighted-average discount rate and weighted-average life utilized were 2.99% and 7.0 years, respectively.

CRT securities

The fair value of CRT securities is based on a discounted cash flow model, which utilizes Level 3, or unobservable, inputs, the most significant of which were a discount rate and weighted-average life. At March 31, 2020, the discount rates utilized ranged from 7.35% to 13.74% and the weighted-average life ranged from 6.8 years to 11.4 years. On a combined amortized cost weighted-average basis a discount rate of 9.48% and a weighted-average life of 8.4 years were utilized to determine the fair value of these securities at March 31, 2020. At December 31, 2019, the combined weighted-average discount rate and combined weighted-average life utilized were 4.54% and 9.3 years, respectively.

Loans held for sale

The fair value of loans held for sale using Level 3 inputs include loans that cannot be sold through normal sale channels and thus require significant management judgment or ~~estimation. Currently, we measure~~estimation when determining the fair value. The fair value of such loans is generally based upon quoted prices of comparable loans with a liquidity discount applied. At March 31, 2020, the fair value ~~for certain collateral dependent impaired~~of these loans ~~and OREO on~~was calculated using a ~~nonrecurring basis as described below.~~weighted-average discounted price of 95.0%, compared to 94.1% at December 31, 2019.

Loans held for investment

~~At September 30, 2017 and December 31, 2016, certain impaired~~Certain collateral-dependent loans held for investment ~~were~~are reported at fair value ~~through a~~when, based upon an individual evaluation, the specific allocation of the allowance for ~~loan~~credit losses that is deducted from the loan's amortized cost is based upon the fair value of the loan's underlying collateral. The ~~$21.0~~$121.0 million fair value of loans held for investment at ~~September 30, 2017~~March 31, 2020 reported above includes ~~impaired~~ loans held for investment with a carrying value of ~~$28.3~~$177.8 million that were reduced by specific allowance allocations totaling ~~$7.3~~$56.8 million based on collateral valuations utilizing Level 3 ~~valuation~~ inputs. The ~~$52.3~~$109.6 million fair value of loans held for investment at December 31, ~~2016~~2019 reported above includes ~~impaired~~ loans with a carrying value of ~~$74.1~~$145.4 million that were reduced by specific ~~valuation~~ allowance allocations totaling ~~$21.8~~$35.8 million based on collateral valuations utilizing Level 3 ~~valuation inputs. Fair values were based on third party appraisals.~~

~~OREO~~

Certain foreclosed assets, upon initial recognition, are recorded at fair value less estimated selling costs. At September 30, 2017 and December 31, 2016, OREO had a carrying value of $18.1 million million and $19.0 million, respectively, with a valuation allowance of $101,000 at September 30, 2017 and none at December 31, 2016. The fair value of OREO was computed based on third party appraisals, which are Level 3 valuation inputs.

Fair Value of Financial Instruments

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practical to estimate that value. In cases where quoted market prices are not available, fair values are based

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on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. This disclosure does not and is not intended to represent the fair value of the Company.

A summary of the carrying amounts and estimated fair values of financial instruments is as ~~follows (in thousands):~~

follows:



	March 31, 2020				December 31, 2019
(in thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Level 1 inputs:
Cash and cash equivalents	$	9,660,575	$	9,660,575	$	4,425,583	$	4,425,583
Investment securities	17,368		17,368		18,484		18,484
Level 2 inputs:
Investment securities	11,927		11,927		12,396		12,396
Loans held for sale	767,370		767,370		2,570,091		2,570,091
Derivative assets	125,913		125,913		48,684		48,684
Level 3 inputs:
Investment securities	199,489		199,489		208,991		208,991
Loans held for sale	6,694		6,694		7,043		7,043
Loans held for investment, net	24,205,424		24,170,104		24,451,215		24,478,586
Financial liabilities:
Level 2 inputs:
Federal funds purchased	289,165		289,165		132,270		132,270
Customer repurchase agreements	6,102		6,102		9,496		9,496
Other borrowings	4,900,000		4,900,000		2,400,000		2,400,000
Subordinated notes	282,219		281,793		282,129		292,302
Trust preferred subordinated debentures	113,406		113,406		113,406		113,406
Derivative liabilities	126,459		126,459		51,310		51,310
Level 3 inputs:
Deposits	27,134,263		30,302,466		26,478,593		29,357,121

September 30, 2017 December 31, 2016

Carrying
Amount

Estimated
Fair Value
Carrying
Amount Estimated
Fair Value
Financial assets:
   Level 1 inputs:
Cash and cash equivalents $ 2,501,153
$ 2,501,153
$ 2,839,352
$ 2,839,352
Securities, available-for-sale 4,905
4,905
1,786
1,786
   Level 2 inputs:
Securities, available-for-sale 19,319
19,319
23,088
23,088
Loans held for sale 955,983
955,983
968,929
968,929
Derivative assets 25,130
25,130
37,878
37,878
   Level 3 inputs:
Loans held for investment, net 20,287,762
20,274,939
17,330,223
17,347,199
Financial liabilities:
   Level 2 inputs:
Federal funds purchased 75,800
75,800
101,800
101,800
Customer repurchase agreements 7,696
7,696
7,775
7,775
Other borrowings 2,500,000
2,500,000
2,000,000
2,000,000
Subordinated notes 281,315
287,686
281,044
304,672
Derivative liabilities 24,048
24,048
26,240
26,240
   Level 3 inputs:
Deposits 19,081,257
19,081,954
17,016,831
17,017,221
Trust preferred subordinated debentures 113,406
113,406
113,406
113,406

The estimated fair value for cash and cash equivalents, variable rate loans and variable rate debt approximates carrying value. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

~~Cash and cash equivalents~~

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate their fair value, and these financial instruments are characterized as Level 1 assets in the fair value hierarchy.

Investment Securities ~~available-for-sale~~

Within the investment securities ~~available-for-sale~~ portfolio, we hold equity securities related to our non-qualified deferred compensation plan ~~which~~that are valued using quoted market prices for identical equity securities in an active ~~market. These financial instruments~~market, and are classified as Level 1 assets in the fair value hierarchy. The fair value of the remaining equity securities and residential mortgage-backed securities in our investment portfolio isare based on prices obtained from independent pricing services ~~which~~that are based on quoted market prices for the same or similar securities, and ~~these financial instruments~~ are characterized as Level 2 assets in the fair value hierarchy. We have obtained documentation from ~~the~~our primary pricing service ~~we use about~~regarding their processes and controls ~~over pricing. In addition,~~applicable to pricing investment securities, and on a quarterly basis we independently verify the prices that we receive from the service provider using two additional independent pricing sources. ~~Any significant differences~~We also hold tax-exempt asset-backed securities and CRT securities that are ~~investigated~~valued using a discounted cash flow model, which utilizes Level 3 inputs, and ~~resolved.~~are classified as Level 3 assets in the fair value hierarchy.

Loans ~~held~~Held for ~~sale~~Sale

Fair value for loans held for sale is derived from quoted market prices for similar loans, ~~and these financial instruments~~in which case they are characterized as Level 2 assets in the fair value ~~hierarchy.~~

~~Loans held for investment, net~~

~~Loans held for investment~~hierarchy, or is derived from third party pricing models, in which case they are characterized as Level 3 assets in the fair value hierarchy. For variable-rate loans held for investment that reprice frequently with no significant change in credit risk, fair values are generally based on carrying values. The fair value for all other loans held for investment is estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The carrying amount of accrued interest approximates its fair value.

Derivatives

The estimated fair value of ~~the~~ interest rate swaps and caps is obtained from independent pricing services based on quoted market prices for similar derivative contracts and these financial instruments are characterized as Level 2 assets and liabilities in the fair value hierarchy. On a quarterly basis, we independently verify the fair value using an additional independent pricing source. ~~Any significant differences~~Foreign currency forward contracts are ~~investigated~~valued based upon quoted market prices obtained from independent pricing

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services for similar derivative contracts. As such, these financial instruments are characterized as Level 2 assets and ~~resolved.~~liabilities in the fair value hierarchy. The derivative instruments related to the loans held for sale portfolio include loan purchase commitments and forward sales commitments. Loan purchase commitments are valued based upon the fair value of the underlying mortgage loans to be purchased, which is based on observable market data for similar loans. Forward sales commitments are valued based upon ~~the~~ quoted market prices from brokers. As such, these loan purchase commitments and forward sales commitments are ~~classified~~characterized as Level 2 assets or liabilities in the fair value hierarchy.

~~Deposits~~

Deposits are characterized as Level 3 liabilities in the fair value hierarchy. The carrying amounts for variable-rate money market accounts approximate their fair value. The fair values of fixed-term certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities.

~~Federal funds purchased, customer repurchase agreements, other borrowings, subordinated notes and trust preferred subordinated debentures~~

The carrying value reported in the consolidated balance sheets for Federal funds purchased, customer repurchase agreements and other short-term, floating rate borrowings approximates their fair value, and these financial instruments are characterized as Level 2 liabilities in the fair value hierarchy. The fair value of any fixed rate short-term borrowings and trust preferred subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar borrowings, and these financial instruments are characterized as Level 3 liabilities in the fair value hierarchy. The subordinated notes are publicly, though infrequently, traded, are valued based on market prices and are characterized as Level 2 liabilities in the fair value hierarchy.

~~(11) DERIVATIVE FINANCIAL INSTRUMENTS~~

The fair value of derivative positions outstanding is included in accrued interest receivable and other assets and other liabilities in the accompanying consolidated balance sheets on a net basis when a right of offset exists, based on transactions with a single counterparty that are subject to a legally enforceable master netting agreement.

During the three and nine months ended September 30, 2017 and 2016, we entered into certain interest rate derivative positions that were not designated as hedging instruments. These derivative positions relate to transactions in which we enter into an interest rate swap, cap and/or floor with a customer while at the same time entering into an offsetting interest rate swap, cap and/or floor with another financial institution. In connection with each swap transaction, we agree to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, we agree to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows our customer to effectively convert a variable rate loan to a fixed rate. Because we act as an intermediary for our customer, changes in the fair value of the underlying derivative contracts substantially offset each other and do not have a material impact on our results of operations.

During the three and nine months ended September 30, 2017 and 2016, we entered into loan purchase commitment contracts with mortgage originators to purchase residential mortgage loans at a future date, as well as forward sales commitment contracts to sell residential mortgage loans at a future date.

(10) Derivative Financial Instruments

The notional amounts and estimated fair values of ~~interest rate~~ derivative positions outstanding ~~at September 30, 2017 and December 31, 2016~~ are presented in the following ~~tables (in thousands):~~

table:



	March 31, 2020						December 31, 2019
			Estimated Fair Value						Estimated Fair Value
(in thousands)	Notional Amount		Asset Derivative		Liability Derivative		Notional Amount		Asset Derivative			Liability Derivative
Non-hedging derivatives:
Financial institution counterparties:
Commercial loan/lease interest rate swaps	$	1,929,103	$	—	$	113,742	$	1,548,234	$	182		$	46,518
Commercial loan/lease interest rate caps	665,317		64		—		639,163		32			—
Foreign currency forward contracts	2,971		417		—		2,219		169			—
Customer counterparties:
Commercial loan/lease interest rate swaps	1,929,103		113,742		—		1,548,234		46,518			182
Commercial loan/lease interest rate caps	665,317		—		64		639,163		—			32
Foreign currency forward contracts	2,971		—		417		2,219		—			169
Economic hedging interest rate derivatives:
Loan purchase commitments	636,277		11,690		5		214,012		1,965			4
Forward sale commitments	820,553		—		12,231		2,654,653		—			4,587
Gross derivatives			125,913		126,459				48,866			51,492
Offsetting derivative assets/liabilities			—		—				(182		)	(182		)
Net derivatives included in the consolidated balance sheets			$	125,913	$	126,459			$	48,684		$	51,310

September 30, 2017 December 31, 2016
Estimated Fair Value Estimated Fair Value

Notional
Amount
Asset Derivative Liability Derivative
Notional
Amount
Asset Derivative Liability Derivative
Non-hedging interest rate derivatives:
Financial institution counterparties:
Commercial loan/lease interest rate swaps $ 1,376,915
$ 1,650
$ 23,390
$ 1,144,367
$ 1,754
$ 25,421
Commercial loan/lease interest rate caps 267,765
295
1
210,996
819
—
Customer counterparties:
Commercial loan/lease interest rate swaps 1,376,915
23,390
1,650
1,144,367
25,421
1,754
Commercial loan/lease interest rate caps 267,765
1
295
210,996
—
819
Economic hedging interest rate derivatives:
Loan purchase commitments 168,784
279
363
237,805
1,351
—
Forward sales commitments 1,022,613
1,166
—
1,218,000
10,287
—
Gross derivatives 26,781
25,699
39,632
27,994
Offsetting derivative assets/liabilities (1,651 ) (1,651 ) (1,754 ) (1,754 )
Net derivatives included in the consolidated balance sheets $ 25,130
$ 24,048
$ 37,878
$ 26,240

The ~~weighted average~~weighted-average received and paid interest rates for interest rate swaps outstanding ~~at September 30, 2017 and December 31, 2016~~ were as follows:



	March 31, 2020 Weighted-Average Interest Rate				December 31, 2019 Weighted-Average Interest Rate
	Received		Paid		Received		Paid
Non-hedging interest rate swaps	3.27	%	2.19	%	3.94	%	3.26	%

September 30, 2017
Weighted Average Interest Rate December 31, 2016
Weighted Average Interest Rate
Received Paid Received Paid
Non-hedging interest rate swaps 3.46 % 4.43 % 3.17 % 4.58 %

The ~~weighted average~~weighted-average strike rate for outstanding interest rate caps was ~~2.50%~~3.31% at ~~September 30, 2017~~March 31, 2020 and ~~2.45%~~3.29% at December 31, ~~2016.~~2019.

Our credit exposure on derivative instruments is limited to the net favorable value and interest payments by each counterparty. In ~~such~~some cases collateral may be required from the counterparties involved if the net value of the derivative instruments ~~exceed~~exceeds a nominal ~~amount considered to be immaterial.~~amount. Our credit exposure associated with these instruments, net of any collateral pledged, was approximately ~~$25.1~~$125.9 million at ~~September 30, 2017~~March 31, 2020 and approximately ~~$37.9~~$48.7 million at December 31, ~~2016, which primarily relates to Bank customers.~~2019. Collateral levels are monitored and adjusted on a regular basis for changes in interest rate swap ~~values.~~and cap values, as well as for changes in the value of forward sale commitments. At ~~September 30, 2017,~~March 31, 2020, we had ~~$35.1~~$151.3 million in cash collateral pledged for these derivatives, of which ~~$28.0~~$125.4 million was included in interest-bearing deposits in other banks and ~~$7.1~~$25.9 million was included in accrued interest receivable and other assets. At December 31, ~~2016,~~2019, we had ~~$24.8~~$56.6 million in cash collateral pledged for these derivatives, ~~all~~ of which $54.3 million was included in interest-bearing ~~deposits.~~

deposits and $2.3 million was included in accrued interest receivable and other assets.

~~(12) NEW ACCOUNTING PRONOUNCEMENTS~~

~~ASU 2017-09 "Compensation-Stock Compensation (Topic 718)-Scope of Modification Accounting"~~ ~~("ASU 2017-09") clarifies when changes~~We also enter into credit risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are either a participant or a lead bank. The risk participation agreements entered into by us as a participant bank provide credit protection to the ~~terms or conditions~~financial institution counterparty should the borrower fail to perform on its interest rate derivative contract with that financial institution. We are party to 10 risk participation agreements where we are a participant bank with a notional amount of $136.5 million at March 31, 2020, compared to 12 risk participation agreements having a ~~share-based payment must be accounted for as modifications. Under ASU 2017-09, an entity should account for changes~~notional amount of $146.7 million at December 31, 2019. The maximum estimated exposure to ~~the terms or conditions~~these agreements, assuming 100% default by all obligors, was approximately $7.0 million at March 31, 2020 and $3.6 million at December 31, 2019. The

Table of ~~a share-based payment as a modification unless all of the following are met: 1)the~~ Contents

fair value of these exposures was insignificant to the ~~modified award is the same~~consolidated financial statements at both March 31, 2020 and December 31, 2019. Risk participation agreements entered into by us as the ~~fair value of~~lead bank provide credit protection to us should the ~~original award immediately before modification, 2) the vesting conditions of the modified award~~borrower fail to perform on its interest rate derivative contract with us. We are party to 8 risk participation agreements where we are the ~~same as~~lead bank having a notional amount of $80.8 million at March 31, 2020, compared to 12 agreements having a notional amount of $145.9 million at December 31, 2019.

(11) New Accounting Standards

ASU 2019-12 "Income Taxes (Topic 740)" ("ASU 2019-12") simplifies the ~~vesting conditions~~accounting for income taxes by removing certain exceptions and improves the consistent application of ~~the original award immediately before modification,~~GAAP by clarifying and ~~3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before modification.~~amending other existing guidance. ASU ~~2017-09~~2019-012 will be effective for us on January 1, ~~2018,~~2021 and is not expected to have ~~a significant~~any material impact on our consolidated financial statements.

ASU ~~2016-15~~ 2020-01 "~~Statement of Cash Flows~~Investments - Equity Securities (Topic ~~230)~~321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)" ("ASU ~~2016-15"~~2020-01") ~~is intended to reduce~~clarifies the ~~diversity~~interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in ~~practice around how~~Topic 323 and the accounting for certain ~~transactions are classified within the statement of cash flows.~~forward contracts and purchased options accounted for under Topic 815. ASU ~~2016-15~~2020-01 will be effective for us on January 1, ~~2018~~2021 and is not expected to have ~~a significant~~any material impact on our consolidated financial statements.

ASU ~~2016-13~~ 2020-02 "Financial Instruments - Credit Losses (Topic 326) and Leases (Topic 842)" ("ASU ~~2016-13"~~2020-02") ~~requires an entity to utilize a new impairment model known as~~incorporates SEC SAB 119 (updated from SAB 102) into the ~~current expected credit loss ("CECL"~~Accounting Standards Codification (the "Codification") ~~model to estimate its lifetime "expected credit loss"~~by aligning SEC recommended policies and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses.procedures with ASC 326. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. ASU 2016-13 will be2020-02 was effective ~~for us~~ on January 1, ~~2020. We are evaluating the~~2020 and has no significant impact ~~adoption of ASU 2016-13 will have~~ on our ~~consolidated financial statements and disclosures.~~documentation requirements.

ASU ~~2016-02~~ 2020-03 "~~Leases (Topic 842)~~"Codification Improvements to Financial Instruments" ("ASU ~~2016-02"~~2020-03") requires that lessees and lessors recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 will be effective for us on January 1, 2019. We have not yet selectedrevised a ~~transition method as we are~~wide variety of topics in the ~~process of determining~~Codification with the ~~effect of~~intent to make the ~~standard on our consolidated financial statements~~Codification easier to understand and ~~disclosures.~~

~~ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)"~~ ("ASU 2014-09") implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 establishes a five-step model which entities must follow to recognize revenue and removesapply by eliminating inconsistencies and ~~weaknesses~~providing clarifications. ASU 2020-03 was effective immediately upon its release in ~~existing guidance. The guidance does~~March 2020 and did not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other GAAP, which comprises a significant portion of our revenue stream. Adoption of ASU 2014-09 may require us to amend how we recognize certain recurring revenue streams related to trust fees, which are recorded in non-interest income; however, we do not expect adoption of ASU 2014-09 to have a material impact on our consolidated financial statements.

ASU 2020-04, "Reference Rate Reform (Topic 848)" ("ASU 2020-04") provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For transactions that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate and the modification will be considered "minor" so that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements ~~and disclosures. We plan~~are available to ~~adopt the revenue recognition guidance in the first quarter of 2018 with~~be issued. Once elected for a ~~cumulative effect adjustment to opening retained earnings, if management deems such adjustment significant. Our implementation efforts to date include identification of revenue streams~~Topic or an Industry Subtopic within the ~~scope~~Codification, the amendments in this ASU must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We anticipate this ASU will simplify any modifications we execute between the selected start date (yet to be determined) and December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the ~~guidance,~~continuation of the contract, rather than extinguishment of the old contract resulting in writing off unamortized fees/costs. We are evaluating the impacts of this ASU and ~~we are in the process~~have not yet determined whether LIBOR transition and this ASU will have material effects on our business operations and consolidated financial statements.

Table of ~~reviewing revenue contracts.~~

~~QUARTERLY FINANCIAL SUMMARIES – UNAUDITED~~

~~Consolidated Daily Average Balances, Average Yields and Rates~~

~~(In thousands)~~

Contents

For the three months ended
September 30, 2017 For the three months ended
September 30, 2016

Average
Balance

Revenue/
Expense

Yield/
Rate

Average
Balance
Revenue/
Expense
Yield/
Rate
Assets
Securities – taxable $ 86,087
$ 340
1.57 % $ 26,051
$ 228
3.47 %
Securities – non-taxable(2)
—
—
— % 564
8
5.82 %
Federal funds sold and securities purchased under resale agreements 205,938
642
1.24 % 369,215
455
0.49 %
Deposits in other banks 2,383,060
7,544
1.26 % 3,192,141
4,080
0.51 %
Loans held for sale 1,009,703
9,882
3.88 % 430,869
3,662
3.38 %
Loans held for investment, mortgage finance 4,847,530
42,294
3.46 % 4,658,804
36,655
3.13 %
Loans held for investment(1)(2)
14,427,980
178,839
4.92 % 12,591,561
137,407
4.34 %
Less reserve for loan losses 172,774
—
—
168,086
—
—
Loans held for investment, net 19,102,736
221,133
4.59 % 17,082,279
174,062
4.05 %
Total earning assets 22,787,524
239,541
4.17 % 21,101,119
182,495
3.44 %
Cash and other assets 713,778
588,440

Total assets $ 23,501,302
$ 21,689,559

Liabilities and Stockholders’ Equity
Transaction deposits $ 2,145,324
$ 4,359
0.81 % $ 2,301,362
$ 1,960
0.34 %
Savings deposits 7,618,843
17,152
0.89 % 6,177,681
6,228
0.40 %
Time deposits 496,076
924
0.74 % 501,701
763
0.61 %
Total interest-bearing deposits 10,260,243
22,435
0.87 % 8,980,744
8,951
0.40 %
Other borrowings 1,821,837
5,726
1.25 % 1,607,613
1,860
0.46 %
Subordinated notes 281,256
4,191
5.91 % 280,895
4,191
5.94 %
Trust preferred subordinated debentures 113,406
930
3.25 % 113,406
752
2.64 %
Total interest-bearing liabilities 12,476,742
33,282
1.06 % 10,982,658
15,754
0.57 %
Demand deposits 8,764,263
8,849,725

Other liabilities 116,998
135,141

Stockholders’ equity 2,143,299
1,722,035

Total liabilities and stockholders’ equity $ 23,501,302
$ 21,689,559

Net interest income(2)
$ 206,259
$ 166,741

Net interest margin 3.59 % 3.14 %
Net interest spread 3.11 % 2.87 %
Loan spread(3)
4.02 % 3.83 %


~~(1)~~	~~The loan averages include non-accrual loans and are stated net of unearned income.~~


~~(2)~~	~~Taxable equivalent rates used where applicable.~~


~~(3)~~	~~Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.~~

For the nine months ended September 30, 2017 For the nine months ended September 30, 2016

Average
Balance

Revenue/
Expense

Yield/
Rate

Average
Balance

Revenue/
Expense

Yield/
Rate
Assets
Securities – taxable $ 61,212
$ 851
1.86 % $ 27,160
$ 722
3.55 %
Securities – non-taxable(2)
74
3
4.85 % 629
27
5.74 %
Federal funds sold and securities purchased under resale agreements 218,777
1,606
0.98 % 328,971
1,209
0.49 %
Deposits in other banks 2,645,145
19,935
1.01 % 2,905,251
11,115
0.51 %
Loans held for sale 973,016
27,652
3.80 % 238,987
6,106
3.41 %
Loans held for investment, mortgage finance 3,811,298
98,798
3.47 % 4,266,573
99,666
3.12 %
Loans held for investment(1)(2) 13,714,390
485,226
4.73 % 12,260,752
395,901
4.31 %
Less reserve for loan losses 171,029
—
—
157,880
—
—
Loans held for investment, net 17,354,659
584,024
4.50 % 16,369,445
495,567
4.04 %
Total earning assets 21,252,883
634,071
3.99 % 19,870,443
514,746
3.46 %
Cash and other assets 651,270
546,553

Total assets $ 21,904,153
$ 20,416,996

Liabilities and Stockholders’ Equity
Transaction deposits $ 2,054,701
$ 9,445
0.61 % $ 2,171,776
$ 5,085
0.31 %
Savings deposits 7,189,274
40,575
0.75 % 6,299,965
19,441
0.41 %
Time deposits 460,046
2,241
0.65 % 499,366
2,217
0.59 %
Total interest-bearing deposits 9,704,021
52,261
0.72 % 8,971,107
26,743
0.40 %
Other borrowings 1,539,208
11,626
1.01 % 1,455,888
4,628
0.25 %
Subordinated notes 281,167
12,573
5.98 % 280,805
12,573
5.98 %
Trust preferred subordinated debentures 113,406
2,641
3.11 % 113,406
2,203
2.59 %
Total interest-bearing liabilities 11,637,802
79,101
0.91 % 10,821,206
46,147
0.55 %
Demand deposits 8,062,792
7,786,562

Other liabilities 112,505
132,506

Stockholders’ equity 2,091,054
1,676,722

Total liabilities and stockholders’ equity $ 21,904,153
$ 20,416,996

Net interest income(2)
$ 554,970
$ 468,599

Net interest margin 3.49 % 3.15 %
Net interest spread 3.08 % 2.91 %
Loan spread(3) 4.02 % 3.82 %


~~(1)~~	~~The loan averages include non-accrual loans and are stated net of unearned income.~~


~~(2)~~	~~Taxable equivalent rates used where applicable.~~


~~(3)~~	~~Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.~~


ITEM 2.	~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition as of March 31, 2020 and December 31, 2019 and results of operations for the three month period ended March 31, 2020 and March 31, 2019 should be read in conjunction with our consolidated financial statements and notes to the financial statements for the year ended December 31, 2019, and the other information included in the 2019 Form 10-K. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2019 Form 10-K, and elsewhere in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.

Forward-Looking Statements

Certain statements and financial analysis contained in this report that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of federal securities laws. Forward-looking statements may also be contained in our future filings with SEC, in press releases and in oral and written statements made by us or with our approval that are not statements of historical fact. These forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information ~~currently~~ available to ~~us.~~us at the time such statements are made. Words such as “believes,” “expects,” “estimates,” “anticipates,” “plans,” “goals,” “objectives,” “expects,” “intends,” “seeks,” “likely,” “targeted,” “continue,” “remain,” “will,” “should,” “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements may include, among other things, statements about the credit quality of our loan portfolio, statements related to the proposed merger, including the expected timing of the consummation of the merger, the potential effects of the proposed merger on our business and operations upon or prior to the consummation thereof, the effects on us if the merger is not consummated and information regarding the combined business and operations of TCBI and IBTX following the merger, if consummated, general economic conditions in the United States and in our markets, including the continued impact on our customers from ~~declines and~~ volatility in oil and gas prices, the material risks and uncertainties for the U.S. and world economies, and for our business, resulting from the COVID-19 pandemic, the financial impact of the Tax Cuts and Jobs Act of 2017 (the "Tax Act") on our ~~loan and deposit portfolios as a result~~results of ~~Hurricanes Harvey and Irma,~~operations, expectations regarding rates of default orand loan losses, volatility in the mortgage industry, our business strategies and our expectations about future financial performance, future growth and earnings, the appropriateness of our allowance for ~~loan~~credit losses and provision for credit losses, the impact of ~~increased~~changing regulatory requirements and legislative changes on our business, increased competition, interest rate risk, new lines of business, new product or service offerings and new technologies.

Forward-looking statements are subject to various risks and uncertainties, which change over time, are based on management’s expectations and assumptions at the time the statements are made and are not guarantees of future results. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the following:

Deterioration of the credit quality of our loan portfolio or declines in the value of collateral related to external factors such as commodity prices, real estate values or interest rates, increased default rates and loan losses or adverse changes in the industry concentrations of our loan portfolio.

~~Changing~~The COVID-19 pandemic is adversely affecting us and our customers, employees and third-party service providers; the adverse impacts of the pandemic on our business, financial position, operations and prospects have been material. It is not possible to accurately predicts the extent, severity or duration of the pandemic or when normal economic and operation conditions will return.

The possibility that the previously announced merger does not close when expected or at all because required regulatory, stockholder or other ~~developments~~approvals and other conditions to closing are not received or satisfied on a timely basis or at all.

The possibility that the various federal and state regulatory agencies from which approval for the merger must be obtained impose conditions that could adversely ~~affecting~~affect us, the surviving entity, or the expected benefits of the transaction, or cause the merger to be delayed or abandoned.

The occurrence of any event, change or other circumstance that could give rise to the right of TCBI, IBTX or both to terminate the merger agreement.

The negative impact on our ~~commercial, entrepreneurial~~stock price and ~~professional customers.~~our future business and financial results if the proposed merger is not consummated.

The inability of our stockholders to be certain of the precise value of the merger consideration they may receive in the merger due to the fluctuation in the market price of IBTX and TCBI common stock, including as a result of the financial performance of TCBI prior to closing.

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The dilution caused by IBTX's issuance of additional shares of its capital stock in connection with the proposed merger.

The outcome of pending or threatened litigation that may be instituted against TCBI or IBTX, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the proposed merger.

The possibility that the anticipated benefits of the proposed merger, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we and IBTX do business, or as a result of other unexpected factors or events.

The possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events.

The impact of purchase accounting with respect to the proposed merger, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value.

Diversion of management's attention from ongoing business operations and opportunities as a result of the proposed merger.

Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed merger.

The ability to complete the transaction and integration of TCBI and IBTX successfully, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to TCBI's or IBTX's existing businesses.

Operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which IBTX and TCBI are highly dependent.

Changes in interest rates, which may affect TCBI's or IBTX's net income and other future cash flows, or the market value of TCBI's or IBTX's assets, including the market value of investment securities.

Changes in the ability of TCBI or IBTX to access the capital markets, including changes in their respective credit ratings.

Changes in the value of commercial and residential real estate securing our loans or in the demand for credit to support the purchase and ownership of such assets.

Changing economic conditions or other developments adversely affecting our commercial, entrepreneurial and professional customers.

Adverse economic conditions and other factors affecting our middle market customers and their ability to continue to meet their loan obligations.

The failure to correctly assess and model the assumptions supporting our allowance for ~~loan~~credit losses, causing it to become inadequate in the event of deteriorations in loan quality and increases in ~~charge-offs.~~charge-offs, or increases or decreases to our allowance for credit losses as a result of the implementation of CECL.

Changes in the U.S. economy in general or the Texas economy specifically resulting in deterioration of credit quality, increases in non-performing assets or charge-offs or reduced demand for credit or other financial services we offer, including the effects from declines in the level of drilling and production related to ~~the continued~~ volatility in oil and gas prices.

Adverse changes in economic or market conditions, in Texas, the United States or internationally, that could affect the credit quality of our loan portfolio or our operating ~~performance,~~performance.

Unanticipated effects from the Tax Act may limit its benefits or adversely impact our business, which could include decreased demand for borrowing by our middle market customers or increased price competition that offsets the benefits of decreased federal income tax expense.

Unexpected market conditions or regulatory changes that could cause access to capital market transactions and other sources of funding to become more difficult to obtain on terms and conditions that are acceptable to us.

The inadequacy of our available funds to meet our deposit, debt and other obligations as they become due, or our failure to maintain our capital ratios as a result of adverse changes in our operating performance or financial condition, or changes in applicable regulations or regulator interpretation of regulations impacting our business or the characterization or risk weight of our assets.

The failure to effectively balance our funding sources with cash demands by depositors and borrowers.

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The failure to manage ~~our~~ information systems risk or to prevent cyber-attacks against us, our customers or our third party vendors, or to manage risks from disruptions or security breaches affecting us, our customers or our third party vendors.

The failure to effectively manage our interest rate risk resulting from unexpectedly large or sudden changes in interest rates, ~~or rate or~~ maturity imbalances in our assets and liabilities, ~~and~~ potential adverse effects to our borrowers including their inability to repay loans with increased interest ~~rates.~~rates and the impact to our net interest income from the increasing cost of interest-bearing deposits.

Uncertainty regarding the future of the London Interbank Offered Rate ("LIBOR"), and the potential transition away from LIBOR toward new interest rate benchmarks.

Legislative and regulatory changes imposing further restrictions and costs on our business, a failure to remain well capitalized or well managed status or regulatory enforcement actions against us, and uncertainty related to future implementation and enforcement of regulatory requirements resulting from the current political environment.

Changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of Treasury and the Federal Reserve.

The failure to successfully execute our business strategy, which may include expanding into new markets, developing and launching new lines of business or new products and services within the expected timeframes and budgets or to successfully manage the risks related to the development and implementation of these new businesses, products or services.

The failure to attract and retain key personnel or the loss of key individuals or groups of employees.

~~Adverse changes in economic or business conditions that impact the financial markets or our customers.~~

~~Structural changes in the markets for origination, sale and servicing of residential mortgages.~~

Increased or more effective competition from banks and other financial service providers in our markets.

Structural changes in the markets for origination, sale and servicing of residential mortgages.

Uncertainty in the pricing of mortgage loans that we purchase, and later sell or securitize, as well as competition for the MSRs related to these loans and related interest rate risk or price risk resulting from retaining MSRs, and the potential effects of higher interest rates on our MCA loan volumes.

Changes in accounting principles, policies, practices or guidelines.

Material failures of our accounting estimates and risk management processes based on management judgment, or the supporting analytical and forecasting models.

Failure of our risk management strategies and procedures, including failure or circumvention of our controls.

Credit risk resulting from our exposure to counterparties.

An increase in the incidence or severity of fraud, illegal payments, security breaches and other illegal acts impacting our Bank and our customers.

The failure to maintain adequate regulatory capital to support our business.

Unavailability of funds obtained from borrowing or capital transactions or from our Bank to fund our obligations.

Incurrence of material costs and liabilities associated with legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving us or our Bank.

Environmental liability associated with properties related to our lending activities.

Severe weather, natural disasters, acts of war or terrorism and other external events.

Actual outcomes and results may differ materially from what is expressed in our forward-looking statements and from our historical financial results due to the factors discussed elsewhere in this report or disclosed in our other SEC filings. Forward-looking statements included herein speak only as of the date hereof and should not be relied upon as representing our expectations or beliefs as of any date subsequent to the date of this report. Except as required by law, we undertake no obligation to revise any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise. The factors discussed herein are not intended to be a complete summary of all risks and uncertainties that may affect our businesses. ~~For a more detailed discussion of these and other factors that may affect our business, see "Risk Factors" in the 2016 Form 10-K and other filings we have made with the SEC.~~ Though we strive to monitor and mitigate risk, we cannot anticipate all potential economic, operational and financial developments that may adversely impact our operations and our financial results. Forward-looking statements should not be viewed as predictions and should not be the primary basis upon which investors evaluate an investment in our securities.

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Additional Information about the Merger and Where to Find It

In connection with the proposed merger between IBTX and TCBI, IBTX filed a registration statement on Form S-4 with the SEC to register the shares of IBTX’s capital stock to be issued in connection with the merger. The registration statement includes a joint proxy statement/prospectus. The registration statement has not yet become effective. After the Form S-4 is effective, a definitive joint proxy statement/prospectus will be sent to the shareholders of IBTX and TCBI seeking their approval of the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT IBTX, TCBI AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from IBTX at its website, www.ibtx.com, or from TCBI at its website, www.texascapitalbank.com. Documents filed with the SEC by IBTX will be available free of charge by accessing the Investor Relations page of IBTX’s website at www.ibtx.com or, alternatively, by directing a request by telephone or mail to Independent Bank Group, Inc., 7777 Henneman Way, McKinney, Texas 75070, (972) 562-9004, and documents filed with the SEC by TCBI will be available free of charge by accessing TCBI’s website at www.texascapitalbank.com under the tab “About Us,” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to Texas Capital Bancshares, Inc., 2000 McKinney Avenue, Suite 700, Dallas, Texas 75201, (214) 932-6600.

Participants in the Solicitation

IBTX, TCBI and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of IBTX and TCBI in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about IBTX, and its directors and executive officers, may be found in IBTX’s annual report on Form 10-K filed with the SEC on March 2, 2020, as amended by IBTX’s Form 10-K/A filed with the SEC on March 6, 2020, and other documents filed by IBTX with the SEC. Additional information about TCBI, and its directors and executive officers, may be found in TCBI’s annual report on Form 10-K filed with the SEC on February 12, 2020, as amended by TCBI’s Form 10-K/A filed with the SEC on March 2, 2020, and other documents filed by TCBI with the SEC. These documents can be obtained free of charge from the sources described above.

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Impact of COVID-19

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, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have 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 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 increases in liquidity and reserves supported by a strong capital position. Our business and consumer customers are experiencing varying degrees of financial distress, which is expected to increase in coming months. In order to protect the health of our customers and employees, and to comply with applicable government directives, we have modified our business practices, including restricting employee travel, directing employees to work from home insofar as is possible and implementing our business continuity plans and protocols to the extent necessary.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act includes the Paycheck Protection Program ("PPP"), a nearly $350 billion program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. These loans are intended to guarantee eight weeks of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. We have partnered with NOVATRAQ, a web-based commercial and SBA lending software platform that manages the origination, processing, closing and monitoring of SBA loans and have set up the Texas Capital Bank SBA PPP Loan Portal to provide our customers the ability to apply and qualify for PPP loans. On April 16, 2020, the SBA announced that that all available funds had been exhausted and applications were no longer being accepted. As of this date, TCB had obtained approvals for approximately 1,267 clients totaling approximately $689.0 million in approved loans.

In response to the COVID-19 pandemic, we have also implemented a short-term loan modification program to provide temporary payment relief to certain of our borrowers who meet the program's qualifications. This program allows for a deferral of payments for 90 days, which we may extend for an additional 90 days, for a maximum of 180 days on a cumulative basis. The deferred payments along with interest accrued during the deferral period are due and payable on the maturity date of the existing loan. As of March 31, 2020, we have granted temporary modifications on approximately 146 loans, resulting in the deferral of approximately $3.7 million in interest payments. Through April 21, 2020, we have granted an approximate 200 additional temporary modifications resulting in the deferral of approximately $1.4 million in additional interest payments.

Significant uncertainties as to future economic conditions exist, and we have taken deliberate actions in response, including record levels of on-balance sheet liquidity and increased capital ratio levels. Additionally, the economic pressures, coupled with the implementation of an expected loss methodology for determining our provision for credit losses as required by CECL have contributed to an increased provision for credit losses for the first quarter of 2020. We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from the CARES Act; however, the extent to which the COVID-19 pandemic will impact our operations and financial results during the remainder of 2020 is highly uncertain.

Energy Portfolio

Outstanding energy loans totaled $1.3 billion, or 5% of total loans, at March 31, 2020, compared to $1.4 billion at December 31, 2019 and $1.7 billion at March 31, 2019. Our energy loan portfolio is primarily comprised of loans to exploration and production (“E&P”) companies that are generally collateralized with proven reserves based on appropriate valuation standards that take into account the risk of oil and gas price volatility. At March 31, 2020, loans to E&P companies represented 81% of total energy loans outstanding. The majority of this portfolio is first lien, senior secured, reserve-based lending, which we believe is the lowest-risk form of energy lending. At March 31, 2020 approximately 40% of our exposure was located in lower cost production areas such as the Permian Basin and Eagle Ford.

We recorded $37.3 million in energy net charge-offs during the three months ended March 31, 2020 which primarily related to two large energy loans that were previously identified as problem loans that experienced further deterioration during the first quarter of 2020 exacerbated by the sharp decline in commodity prices. Energy non-accruals totaled $151.9 million at March 31, 2020, compared to $125.0 million at December 31, 2019 and $76.7 million at March 31, 2019.

We continue to proactively manage our energy portfolio and overall credit quality. Reserves allocated to energy loans totaled $113.9 million, or 9% of outstanding energy loans, at March 31, 2020, compared to $61.8 million at December 31, 2019 and

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$47.3 million at March 31, 2019. At March 31, 2020 approximately 70% of our E&P clients are hedged 50% or more for 2020 and approximately 40% of E&P clients are hedged 50% or more for 2021. We believe that this hedge coverage compares favorably to the energy downturn experienced in 2015 and 2016.

Overview of Our Business Operations

We commenced our banking operations in December 1998. An important aspect of our growth strategy has been our ability to effectively service and manage ~~effectively~~ a large number of loans and deposit accounts in multiple markets in Texas, as well as several lines of business serving a regional or national clientele of commercial borrowers. Accordingly, we have created an operations infrastructure sufficient to support our lending and banking operations that we continue to build out as needed to serve a larger customer base and specialized industries.

~~Outstanding energy loans totaled $1.2 billion, or approximately 6%~~On December 9, 2019, we and IBTX announced that both companies' boards of ~~total loans, at September 30, 2017. Unfunded energy loan commitments increased~~directors unanimously approved the merger agreement to combine the companies in an all-stock merger of equals. Upon closing of the merger, each share of TCBI common stock will be exchanged for 1.0311 shares of IBTX common stock. The corporate headquarters of the surviving entity and the surviving bank will be located in McKinney, Texas. The name of the surviving entity will be Independent Bank Group, Inc., and the name of the surviving bank will be Texas Capital Bank. The surviving bank will be operated under the name Independent Financial in Colorado and under the name Texas Capital Bank in Texas. The board of directors of the surviving entity and the surviving bank will be comprised of 13 directors, of which seven will be former members of the Board of Directors of TCBI and six will be former members of the board of directors of IBTX. The merger is expected to close in mid-2020, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by ~~$93.5 million~~the stockholders of each company. Refer to ~~$624.3 million (51% of outstanding energy loans) at September 30, 2017 compared to $530.8 million at December 31, 2016. We recorded $19.8 million~~Merger with Independent Bank Group, Inc. in energy net charge-offs during the nine months ended September 30, 2017 compared to $19.8 million for the same period in 2016. Energy non-accruals decreased to $81.6 million at September 30, 2017 compared to $82.6 million at June 30, 2017 and $129.3 million at September 30, 2016. We continue to proactively manage our energy portfolio and overall credit quality, and we believe we are appropriately reserved against further energy-related losses.

The following discussion and analysis presents the significant factors affecting our financial condition as of September 30, 2017 and December 31, 2016 and results of operations for the three and nine months in the periods ended September 30, 2017 and 2016. This discussion should be read in conjunction with our consolidated financial statements and notes to the financial statements appearing in Part I, Item 1 of ~~this report.~~our 2019 Form 10-K for additional disclosures.

Results of Operations

Summary of Performance

We reported a net loss of $16.7 million and net loss available to common stockholders of $19.1 million for the first quarter of 2020 compared to net income of ~~$58.7~~$82.8 million and net income available to common stockholders of ~~$56.2~~$80.4 million ~~or $1.12~~for the first quarter of 2019. On a fully diluted basis, earnings/(loss) per ~~diluted~~ common share were $(0.38) for the ~~third~~first quarter of ~~2017~~2020, compared to ~~net income of $42.7 million and net income available to common stockholders of $40.3 million, or $0.87 per diluted common share,~~$1.60 for the ~~third~~first quarter of ~~2016.~~2019. Return on average common equity (“ROE”) was ~~11.20%~~(2.85)% and return on average assets ("ROA") was ~~0.99%~~(0.20)% for the ~~third~~first quarter of ~~2017,~~2020, compared to ~~10.20%~~13.58% and ~~0.78%~~1.26%, respectively, for the ~~third~~first quarter of ~~2016.~~2019. The ~~increase in ROE and ROA for the quarter resulted from~~adoption of CECL on January 1, 2020, coupled with increases in ~~net interest income~~charge-offs and ~~non-interest income and~~criticized loans, as well as reserve build related to the global COVID-19 pandemic, drove a ~~decrease~~significant increase in the provision for credit losses ~~that exceeded growth in non-interest expense. ROA also benefited from more effective utilization of liquidity balances as balances were deployed into higher yielding loan categories.~~

~~Net income and net income available~~ to ~~common stockholders~~$96.0 million for the ~~nine months ended September 30, 2017 totaled $152.3~~first quarter of 2020. The increased provision, as well as $10.0 million in MSR impairment and ~~$145.0~~$7.3 million ~~respectively, or $2.89 per diluted common share, compared~~in merger-related expenses recorded in the first quarter of 2020, resulted in significant declines to net income and net income available to common stockholders of $106.7 million and $99.4 million, respectively, or $2.14 per diluted common share, for the same period in 2016. ROE was 9.99% and ROA was 0.93% for the nine months ended September 30, 2017 compared to 8.70% and 0.70%, respectively, for the nine months ended September 30, 2016. The increase inboth ROE and ROA for the first nine months of 2017 resulted from increases in net interest income and non-interest income and a decrease in the provision for credit losses that exceeded growth in non-interest expense. ROA also benefited from more effective utilization of liquidity balances and an increase in net interest margin.

~~Net income increased $16.0 million, or 37%, for the three months ended September 30, 2017, as~~when compared to the ~~same period in 2016. The increase was primarily the result~~first quarter of a $37.6 million increase in net interest income, a $2.0 million decrease in the provision for credit losses and a $2.3 million increase in non-interest income, offset by a $20.0 million increase in non-interest expense and a $5.9 million increase in income tax expense. Net income increased $45.6 million, or 43%, for the nine months ended September 30, 2017, as compared to the same period in 2016. The increase was primarily the result of an $82.1 million increase in net interest income, a $26.0 million decrease in the provision for credit losses and a $12.9 million increase in non-interest income, offset by a $56.9 million increase in non-interest expense and a $18.6 million increase in income tax expense.2019.

Details of the changes in the various components of net income are discussed below.

Table of Contents

~~Net Interest Income~~

~~Net interest income was $204.4 million for the third quarter~~QUARTERLY FINANCIAL SUMMARIES – UNAUDITED

Consolidated Daily Average Balances, Average Yields and Rates



	Three months ended March 31, 2020						Three months ended March 31, 2019
(in thousands except percentages)	Average Balance		Revenue/ Expense		Yield/ Rate		Average Balance		Revenue/ Expense		Yield/ Rate
Assets
Investment securities – taxable	$	42,799	$	274	2.57	%	$	30,625	$	274	3.62	%
Investment securities – non-taxable(2)	195,578		2,417		4.97	%	114,341		1,501		5.33	%
Federal funds sold and securities purchased under resale agreements	199,727		614		1.24	%	63,652		379		2.41	%
Interest-bearing deposits in other banks	6,225,948		19,586		1.27	%	1,823,106		11,019		2.45	%
Loans held for sale	3,136,381		27,480		3.52	%	2,122,302		25,303		4.84	%
Loans held for investment, mortgage finance	7,054,682		55,324		3.15	%	4,931,879		46,368		3.81	%
Loans held for investment(1)(2)	16,598,775		201,781		4.89	%	16,866,456		242,155		5.82	%
Less reserve for credit losses on loans	201,837		—		—		192,122		—		—
Loans held for investment, net	23,451,620		257,105		4.41	%	21,606,213		288,523		5.42	%
Total earning assets	33,252,053		307,476		3.72	%	25,760,239		326,999		5.15	%
Cash and other assets	976,520						894,797
Total assets	$	34,228,573					$	26,655,036
Liabilities and Stockholders’ Equity
Transaction deposits	$	3,773,067	$	13,582	1.45	%	$	3,263,976	$	16,001	1.99	%
Savings deposits	11,069,429		35,961		1.31	%	8,751,200		41,673		1.93	%
Time deposits	2,842,535		12,631		1.79	%	2,010,476		11,380		2.30	%
Total interest-bearing deposits	17,685,031		62,174		1.41	%	14,025,652		69,054		2.00	%
Other borrowings	3,020,255		10,251		1.37	%	2,412,254		15,370		2.58	%
Subordinated notes	282,165		4,191		5.97	%	281,799		4,191		6.03	%
Trust preferred subordinated debentures	113,406		1,073		3.80	%	113,406		1,332		4.76	%
Total interest-bearing liabilities	21,100,857		77,689		1.48	%	16,833,111		89,947		2.17	%
Demand deposits	10,003,495						7,047,120
Other liabilities	270,868						223,142
Stockholders’ equity	2,853,353						2,551,663
Total liabilities and stockholders’ equity	$	34,228,573					$	26,655,036
Net interest income(2)			$	229,787					$	237,052
Net interest margin					2.78	%					3.73	%
Net interest spread					2.24	%					2.98	%
Loan spread(3)					3.35	%					3.90	%


(1)	The loan averages include non-accrual loans and are stated net of unearned income.


(2)	Taxable equivalent rates used where applicable.


(3)	Yield on loans, net of reserves, less funding cost including all deposits and borrowed funds.

Table of 2017, compared to $166.7 million for the third quarter of 2016. The increase was due to an increase in average earning assets of $1.7 billion as compared to the third quarter of 2016, as well as the effect of increases in interest rates on loan yields. The increase in average earning assets included a $578.8 million increase in average loans held for sale, a $2.0 billion increase in average net loans held for investment and a $59.5 million increase in average securities, offset by a $972.4 million decrease in average liquidity assets. For the quarter ended September 30, 2017, average net loans held for investment, liquidity assets and loans held for sale represented approximately 84%, 11% and 5%, respectively, of average earning assets compared to approximately 81%, 17% and 2% for the same quarter of 2016.Contents

Average interest-bearing liabilities for the quarter ended September 30, 2017 increased $1.5 billion from the third quarter of 2016, which included a $1.3 billion increase in average interest-bearing deposits and a $214.2 million increase in other borrowings. Average demand deposits were $8.8 billion for the quarter ended September 30, 2016, compared to $8.8 billion for the same period at 2017. The average cost of total deposits and borrowed funds increased to 0.54% for the third quarter of 2017 compared to 0.22% for the same period of 2016. The cost of interest-bearing liabilities increased from 0.57% for the quarter ended September 30, 2016 to 1.06% for the same period of 2017.

Net interest income was $550.7 million for the nine months ended September 30, 2017, compared to $468.6 million for the same period of 2016. The increase was due to an increase in average earning assets of $1.4 billion as compared to the nine months ended September 30, 2016, as well as the effect of increases in interest rates on loan yields. The increase in average earning assets included a $734.0 million increase in average loans held for sale, a $985.2 million increase in average net loans held for investment and a $33.5 million increase in average securities, offset by a $370.3 million decrease in average liquidity assets. For the nine months ended September 30, 2017, average net loans held for investment, liquidity assets and loans held for sale represented approximately 82%, 13% and 5%, respectively, of average earning assets compared to approximately 83%, 16% and 1% for the same period of 2016.

Average interest-bearing liabilities for the nine months ended September 30, 2017 increased $816.6 million from the same period of 2016, which included a $732.9 million increase in average interest-bearing deposits and a $83.3 million increase in other borrowings. Average demand deposits increased from $7.8 billion for the nine months ended September 30, 2016 to $8.1 billion for the nine months ended September 30, 2017. The average cost of total deposits and borrowed funds increased to 0.44% for the nine months ended September 30, 2017 compared to 0.23% for the same period of 2016. The cost of interest-bearing liabilities increased from 0.55% for the nine months ended September 30, 2016 to 0.91% for the same period of 2017.Volume/Rate Analysis

The following table ~~(in thousands)~~ presents the changes in taxable-equivalent net interest income ~~between the three and nine month periods ended September 30, 2017 and September 30, 2016~~ and identifies the changes due to differences in the average volume of earning assets and interest-bearing liabilities and the changes due to differences in the average interest rate on those assets and liabilities.


	Three months ended September 30, 2017/2016								Nine months ended September 30, 2017/2016									Three months ended March 31, 2020/2019
	Net		Change Due To(1)						Net			Change Due To(1)						Net Change			Change due to(1)
	Change		Volume			Yield/Rate			Change			Volume			Yield/Rate
(in thousands)																		Net Change			Volume			Yield/Rate(2)
Interest income:
Securities(2)	$	104	$	517		$	(413	)	$	105		$	888		$	(783	)
Investment securities																		$	916		$	1,145		$	(229	)
Loans held for sale	6,220		4,931			1,289			21,546			18,737			2,809			2,177			12,102			(9,925		)
Loans held for investment, mortgage finance loans	5,639		1,489			4,150			(868		)	(10,625		)	9,757			8,956			19,943			(10,987		)
Loans held for investment~~(2)~~	41,432		20,089			21,343			89,325			46,895			42,430			(40,374		)	(3,841		)	(36,533		)
Federal funds sold	187		(202		)	389			397			(404		)	801
Deposits in other banks	3,464		(1,040		)	4,504			8,820			(994		)	9,814
Federal funds sold and securities purchased under resale agreements																		235			809			(574		)
Interest-bearing deposits in other banks																		8,567			26,598			(18,031		)
Total	57,046		25,784			31,262			119,325			54,497			64,828			(19,523		)	56,756			(76,279		)
Interest expense:
Transaction deposits	2,399		(134		)	2,533			4,355			(274		)	4,629			(2,419		)	2,498			(4,917		)
Savings deposits	10,924		1,453			9,471			21,139			2,741			18,398			(5,712		)	11,032			(16,744		)
Time deposits	161		(9		)	170			23			(174		)	197			1,251			4,719			(3,468		)
Borrowed funds	3,866		248			3,618			6,998			265			6,733
Other borrowings																		(5,119		)	3,868			(8,987		)
Long-term debt	178		5			173			439			—			439			(259		)	5			(264		)
Total	17,528		1,563			15,965			32,954			2,558			30,396			(12,258		)	22,122			(34,380		)
Net interest income	$	39,518	$	24,221		$	15,297		$	86,371		$	51,939		$	34,432		$	(7,265	)	$	34,634		$	(41,899	)


(1)	Yield/rate and volume variances are allocated to yield/rate.


(2)	Taxable equivalent rates ~~are~~ used where applicable ~~and assume~~assuming a ~~35%~~21% tax rate.

Net Interest Income

Net interest income was $228.3 million for the three months ended March 31, 2020 compared to $235.6 million for the same period in 2019. The decrease was primarily due to decreases in yields on earning assets and a shift in earning asset composition, offset by a decrease in funding costs. Average earning assets increased for the three months ended March 31, 2020 compared to the same period in 2019 and included a $1.0 billion increase in average loans held for sale, a $1.8 billion increase in average total loans held for investment, primarily from increases in average mortgage finance loans related to lower long-term interest rates, and a $4.5 billion increase in average liquidity assets. The increase in liquidity assets was the result of deliberate actions taken by management to ensure that we have the balance sheet strength to serve our clients during the COVID-19 pandemic. Average interest-bearing liabilities increased for the three months ended March 31, 2020 compared to the same period in 2019 and included a $3.7 billion increase in average interest-bearing deposits and a $608.0 million increase in average other borrowings. Net interest margin ~~which is defined as the ratio of net interest income to average earning assets, was 3.59%~~ for the ~~third quarter of 2017~~three months ended March 31, 2020 was 2.78% compared to ~~3.14%~~3.73% for the ~~third quarter of 2016.~~same period in 2019. The ~~year-over-year increase~~decrease was primarily due to the effect of ~~increases~~decreases in interest rates during the first quarter of 2020 on loan yields ~~attributable~~offset by lower funding costs compared to ~~our highly asset-sensitive balance sheet.~~ the first quarter of 2019.

The yield on total loans held for investment ~~increased~~decreased to ~~4.59%~~4.41% for the ~~third quarter of 2017~~three months ended March 31, 2020 compared to ~~4.05%~~5.42% for the ~~third quarter of 2016~~same period in 2019, and the yield on earning assets ~~increased~~decreased to ~~4.17%~~3.72% for the ~~third quarter of 2017~~three months ended March 31, 2020 compared to ~~3.44%~~5.15% for the ~~third quarter~~same period in 2019. The average cost of ~~2016. Funding costs, including demand~~total deposits and borrowed funds ~~increased~~decreased to ~~0.54%~~0.95% for the ~~third~~first quarter of ~~2017 compared to 0.22%~~2020 from 1.46% for the ~~third~~first quarter of ~~2016~~.2019. The spread on total earning assets, net of the cost of deposits and borrowed funds, was ~~3.63%~~2.77% for the ~~third~~first quarter of ~~2017~~2020 compared to ~~3.22%~~3.69% for the ~~third~~first quarter of ~~2016.~~2019. The ~~increase resulted~~decrease was primarily ~~from increases in interest rates and increases~~a result of declining loan yields offset by a decrease in the ~~higher yielding loan components~~cost of ~~earning assets.~~interest-bearing liabilities. Total funding costs, including all deposits, long-term debt and ~~stockholders’~~stockholders' equity ~~increased~~decreased to ~~0.56%~~0.92% for the ~~third~~first quarter of ~~2017~~2020 compared to ~~.29%~~1.38% for ~~the third quarter~~2019.

Table of ~~2016.~~Contents

Non-interest Income

~~The components of non-interest income were as follows (in thousands):~~


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2017		2016		2017		2016
(in thousands)									2020			2019
Service charges on deposit accounts	$	3,211	$	2,880	$	9,323	$	7,401	$	3,293		$	2,979
Wealth management and trust fee income	1,627		1,113		4,386		3,024		2,467			2,009
Bank owned life insurance (BOLI) income	615		520		1,562		1,592
Brokered loan fees	6,152		7,581		17,639		18,090		8,015			5,066
Servicing income	4,486		310		10,387		305		4,746			2,734
Swap fees	647		918		3,404		2,330		2,757			1,031
Net gain/(loss) on sale of loans held for sale									(13,000		)	(505		)
Other(1)	2,265		3,394		8,181		9,203		3,502			16,700
Total non-interest income	$	19,003	$	16,716	$	54,882	$	41,945	$	11,780		$	30,014


(1)	Other non-interest income includes such items as letter of credit fees, bank owned life insurance ("BOLI") income, dividends on FHLB and FRB stock, income from legal settlements and other general operating income.

Non-interest income ~~increased $2.3~~decreased by $18.2 million during the three months ended ~~September 30, 2017~~March 31, 2020 to $11.8 million, compared to $30.0 million for the same period in 2019. This decrease was primarily due to a $12.5 million decrease in net gain/(loss) on sale of loans held for sale and a decrease of $13.2 million in other non-interest income, partially offset by increases in brokered loan fees, servicing income and swap fees. Brokered loan fees increased $2.9 million due to an increase in total mortgage finance volumes during the three months ended March 31, 2020 compared to the same period ~~of 2016. This increase was primarily~~in 2019, and servicing income increased $2.0 million due to ~~a $4.2 million~~an overall increase in ~~servicing income~~average MSR balances held. Swap fees increased $1.7 million during the three months ended ~~September 30, 2017~~March 31, 2020 compared to the same period ~~of 2016 primarily attributable to an increase~~ in ~~MSRs. Offsetting this increase was a $1.4 million decrease in brokered loan~~2019. These fees ~~compared to the three months ended September 30, 2016 resulting from a decrease in total mortgage finance volumes.~~

Non-interest income increased $12.9 million during the nine months ended September 30, 2017 compared to the same period of 2016. This increase was primarily due to a $10.1 million increase in servicing income during the nine months ended September 30, 2017 compared to the same period of 2016 primarily attributable to an increase in MSRs. Service charges increased $1.9 million during the nine months ended September 30, 2017 compared to the same period of 2016 as a result of the increase in deposit balances and improved pricing of treasury services. Wealth management and trust fee income increased $1.4 million during the nine months ended September 30, 2017 compared to the same period of 2016 due to an increase in assets under management. Swap fees increased $1.1 million during the nine months ended September 30, 2017 compared to the same period of 2016. Swap fees relate toare based upon customer swap transactions, ~~and~~ are received from the institution that is our counterparty on the ~~transaction. These fees~~transaction and fluctuate from ~~quarter~~time to ~~quarter~~time based on the ~~volume~~number and ~~size~~volume of transactions closed during the ~~quarter. These increases were offset by minor decreases~~year. The $13.2 million decrease in ~~brokered loan fees, BOLI income and~~ other non-interest income ~~compared to~~resulted primarily from $6.5 million in settlements of legal claims during the ~~same period~~first quarter of ~~2016.~~2019.

While management expects continued growth in certain components of non-interest income, the future rate of growth could be affected by increased competition from ~~nationwide~~national and regional financial institutions ~~among other factors.~~and general economic conditions. In order to achieve continued growth in non-interest income, management from time to time evaluates new products, new lines of business ~~and~~or the expansion of existing lines of business. Any new product introduction or new market entry could place additional demands on capital and managerial ~~resources.~~resources and introduce new risks to our business.

Non-interest Expense

~~The components of non-interest expense were as follows (in thousands):~~


	Three months ended September 30,				Nine months ended September 30,				Three months ended March 31,
	2017		2016		2017		2016
(in thousands)									2020		2019
Salaries and employee benefits	$	67,882	$	56,722	$	194,039	$	162,904	$	76,667	$	77,823
Net occupancy expense	6,436		5,634		19,062		17,284		8,712		7,879
Marketing	7,242		4,292		18,349		12,686		8,460		11,708
Legal and professional	6,395		5,333		20,975		16,883		17,466		10,030
Communications and technology	6,002		6,620		24,414		19,228		13,608		9,198
FDIC insurance assessment	6,203		6,355		16,800		17,867		5,849		5,122
Servicing related expenses	3,897		620		8,329		1,305
Other(1)	10,773		9,223		30,770		27,717
Servicing-related expenses									16,354		5,382
Allowance and other carrying costs for OREO									—		—
Merger-related expenses									7,270		—
Other(1)									11,031		13,236
Total non-interest expense	$	114,830	$	94,799	$	332,738	$	275,874	$	165,417	$	140,378


(1)	Other expense includes such items as courier expenses, regulatory assessments other than FDIC insurance, ~~due from bank charges~~insurance expenses and other general operating ~~expenses, none of which account for 1% or more of total interest income and non-interest income.~~expenses.

Non-interest expense for the ~~third quarter of 2017~~three months ended March 31, 2020 increased ~~$20.0~~$25.0 million ~~or 21%,~~compared to ~~$114.8 million from $94.8 million~~the same period in ~~the third quarter of 2016.~~2019. The increase is primarily due to increases ~~of $11.2 million in salaries and employee benefits expense, $3.0 million in marketing expense and $1.1 million~~ in legal and professional expense ~~all~~and communications and technology expense, both of which were due to general business growth and ~~continued build-out. Also contributing to~~ the ~~year-over-year~~build-out of Bask Bank, as well as increases in servicing-related expenses and merger-related expenses, partially offset by a decrease in marketing expense. The increase in ~~non-interest~~servicing-related expenses is due to higher amortization expense ~~was a $3.3 million increase in servicing related expenses~~ resulting from higher mortgage prepayment rates, as well as an increase in ~~MSRs, which are being amortized.~~

~~Non-interest expense for the nine months ended September 30, 2017 increased $56.9 million, or 21%, to $332.7 million from $275.9 million for the nine months ended September 30, 2016.~~impairment expense. The increase in merger-related expenses is ~~primarily attributable~~expected as we continue to increases of $31.1 million in salaries and employee benefits expense, $5.7 million in marketing expense, $4.1 million in legal and professional expense, and $1.8 million in net occupancy expense, all of which were due to general business growth and continued build-out. The $5.2 million increase in communications and technology expense primarily relates toprogress with the $5.3 million technology write-off taken in the second quarter of 2017, as well as general business growth and continued build-out. The $7.0 million increase in servicing related expenses resulting from an increase in MSRs, which are being amortized.pending merger with IBTX.

Table of Contents

Analysis of Financial Condition

Loans Held for Investment

~~Loans were as follows as of the dates indicated (in thousands):~~The following table summarizes our loans held for investment on a gross basis by portfolio segment:


	September 30, 2017			December 31, 2016			March 31, 2020			December 31, 2019
(in thousands)							March 31, 2020			December 31, 2019
Commercial	$	8,810,825		$	7,291,545		$	9,402,250		$	9,133,444
Energy							1,331,489			1,425,309
Mortgage finance	5,642,285			4,497,338			7,588,803			8,169,849
Construction	2,099,355			2,098,706
Real estate	3,683,564			3,462,203			6,196,653			6,008,040
Consumer	70,436			34,587
Leases	259,720			185,529
Gross loans held for investment	20,566,185			17,569,908			$	24,519,195		$	24,736,642
Deferred income (net of direct origination costs)	(95,494		)	(71,559		)	(72,813		)	$	(90,380	)
Allowance for loan losses	(182,929		)	(168,126		)
Allowance for credit losses on loans							(240,958		)	$	(195,047	)
Total loans held for investment, net	$	20,287,762		$	17,330,223		$	24,205,424		$	24,451,215

Our business plan focuses primarily on lending to middle market businesses and successful professionals and entrepreneurs, and as such, commercial, real estate and construction loans have comprised a majority of our loan portfolio. Consumer loans generally have represented 1% or less of the portfolio.

Mortgage finance loans relate to our mortgage warehouse lending

operations in which we ~~invest in~~purchase mortgage loan ownership interests that are typically sold within 10 to 20 ~~days.~~days and represent 31% of total loans held for investment at March 31, 2020 compared to 33% at December 31, 2019. Volumes fluctuate based on the level of market demand for the product and the number of days between purchase and sale of the loans, ~~as well as~~which can be affected by changes in overall market interest rates and tend to peak at the end of each month. The decline in this portfolio during the first quarter of 2020 resulted from an increase in participations sold during the first quarter of 2020 as well as a slight decline in volumes from December 31, 2019. Traditional loans held for investment also declined during the first quarter of 2020. These declines reflect slower loan growth during the first quarter, as well as continued planned reductions in portfolios that have experienced higher historic losses, primarily leveraged lending and energy.

We originate a substantial majority of all loans held for ~~investment (excluding mortgage finance loans).~~investment. We also participate in syndicated loan relationships, both as a participant and as an agent. As of ~~September 30, 2017,~~March 31, 2020, we had ~~$2.6~~$1.9 billion in syndicated loans, ~~$797.4~~$409.9 million of which we administer as agent. All syndicated loans, whether we act as agent or participant, are underwritten to the same standards as all other loans we originate. As of ~~September 30, 2017, $23.6~~March 31, 2020, $14.5 million of our syndicated loans were on non-accrual.

Portfolio Geographic ~~Concentration~~and Industry Concentrations

~~When considering our mortgage finance loans and other national lines of business,~~Although more than 50% of our total loan exposure is outside of Texas and more than 50% of our deposits are sourced outside of ~~Texas. However, as~~Texas, our Texas concentration remains significant. As of ~~September 30, 2017,~~March 31, 2020, a majority of our loans held for investment, excluding ~~our~~ mortgage finance loans and other national lines of business, were to businesses with headquarters ~~and~~or operations in Texas. This geographic concentration subjects the loan portfolio to the general economic conditions within this ~~area.~~state. We also make loans to ~~these~~ customers that are secured by assets located outside of Texas. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for ~~loan~~credit losses.

~~Summary~~

Table of ~~Loan Loss Experience~~

The provision for credit losses, which includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the allowance for loan losses at a level consistent with management’s assessment of the collectability of the loan portfolio in light of current economic conditions and market trends. We recorded a provision for credit losses of $20.0 million during the third quarter of 2017 compared to $22.0 million in the third quarter of 2016 and $13.0 million in the second quarter of 2017. The decrease in provision recorded during the third quarter of 2017 compared to the same period in 2016 was primarily related to improvements in the composition of our pass-rated and classified loan portfolios, including energy loans, offset by a $4.5 million provision related to the potential impact to our loan portfolio from Hurricanes Harvey and Irma and increased provision for loan growth.

The allowance for credit losses, which includes a liability for losses on unfunded commitments, totaled $192.7 million at September 30, 2017, $179.5 million at December 31, 2016 and $191.3 million at September 30, 2016. The combined allowance as a percentage of loans held for investment excluding mortgage finance loans decreased to 1.30% at September 30, 2017 from 1.38% and1.51% at December 31, 2016 and September 30, 2016, respectively, as a result of strong loan growth.

The allowance for credit losses results from consistent application of our loan loss reserve methodology. At September 30, 2017, we believe the allowance is sufficient to cover all inherent losses in the portfolio and has been derived from consistent application of our methodology. Should any of the factors considered by management in evaluating the appropriateness of the allowance for loan losses change, our estimate of inherent losses in the portfolio could also change, which would affect the level of future provisions for loan losses.

~~Activity in the allowance for loan losses is presented in the following table (in thousands, except percentage and multiple data):~~

Contents

Nine months ended
September 30, 2017 Year ended
December 31,
2016 Nine months ended
September 30, 2016
Allowance for loan losses:
Beginning balance $ 168,126
$ 141,111
$ 141,111
Loans charged-off:
Commercial 32,146
56,558
34,232
Construction 59
—
—
Real estate 290
528
528
Consumer 180
47
40
Leases —
—
—
Total charge-offs 32,675
57,133
34,800
Recoveries:
Commercial 3,574
9,364
7,829
Construction 104
34
34
Real estate 74
63
36
Consumer 56
21
16
Leases 9
77
71
Total recoveries 3,817
9,559
7,986
Net charge-offs 28,858
47,574
26,814
Provision for loan losses 43,661
74,589
66,139
Ending balance $ 182,929
$ 168,126
$ 180,436
Allowance for off-balance sheet credit losses:
Beginning balance $ 11,422
$ 9,011
$ 9,011
Provision for off-balance sheet credit losses (1,661 ) 2,411
1,861
Ending balance $ 9,761
$ 11,422
$ 10,872
Total allowance for credit losses $ 192,690
$ 179,548
$ 191,308
Total provision for credit losses $ 42,000
$ 77,000
$ 68,000
Allowance for loan losses to LHI 0.89 % 0.96 % 1.02 %
Allowance for loan losses to LHI excluding mortgage finance loans 1.23 % 1.29 % 1.42 %
Net charge-offs to average LHI(1)
0.22 % 0.29 % 0.22 %
Net charge-offs to average LHI excluding mortgage finance loans(1)
0.28 % 0.38 % 0.29 %
Total provision for credit losses to average LHI(1)
0.32 % 0.46 % 0.55 %
Total provision for credit losses to average LHI excluding mortgage finance loans(1)
0.41 % 0.62 % 0.74 %
Recoveries to total charge-offs 11.68 % 16.73 % 22.95 %
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments 0.14 % 0.19 % 0.19 %
Combined allowance for credit losses to LHI 0.94 % 1.03 % 1.09 %
Combined allowance for credit losses to LHI excluding mortgage finance loans 1.30 % 1.38 % 1.51 %
Non-performing assets:
Non-accrual loans(2)
$ 118,205
$ 167,791
$ 169,113
OREO(3)
18,131
18,961
19,009
Total $ 136,336
$ 186,752
$ 188,122
Loans past due 90 days and still accruing(4)
8,892
10,729
9,706
Allowance for loan losses to non-accrual loans 1.5x
1.0x
1.1x


~~(1)~~	~~Interim period ratios are annualized.~~


~~(2)~~	As of September 30, 2017, December 31, 2016 and September 30, 2016, non-accrual loans included $12.0 million, $18.1 million and $19.7 million, respectively, in loans that met the criteria for restructured.


~~(3)~~	~~We recorded a $101,000 valuation allowance against the OREO balance at September 30, 2017, compared to none at December 31, 2016 and September 30, 2016.~~


~~(4)~~	At September 30, 2017, December 31, 2016 and September 30, 2016, loans past due 90 days and still accruing include premium finance loans of $8.4 million, $6.8 million and $7.7 million, respectively.

Non-performing Assets

Non-performing assets include non-accrual loans and leases and repossessed assets. The table below summarizes our ~~non-accrual loans~~non-performing assets by type and by type of property securing the ~~credit and OREO (in thousands):~~credit:


	September 30, 2017		December 31, 2016		September 30, 2016

Non-accrual loans:(1)
(in thousands)							March 31, 2020		December 31, 2019		March 31, 2019
Non-accrual loans(1)
Commercial
Oil and gas properties	$	80,142	$	115,599	$	143,372
Assets of the borrowers	9,841		18,592		17,335		37,040		54,538		20,395
Inventory	23,121		27,630		2,020		17,561		29,789		19,099
Other	3,283		3,119		3,606		7,352		4,308		5,007
Total commercial	116,387		164,940		166,333		61,953		88,635		44,501
Construction
Commercial buildings	—		—		—
Unimproved land	—		—		—
Other	—		159		159
Total construction	—		159		159
Energy
Oil and gas properties							151,858		125,049		76,738
Total energy							151,858		125,049		76,738
Real estate
Commercial property	1,123		2,083		2,087		1,099		1,751		962
Unimproved land and/or developed residential lots	—		—		—
Single family residences	—		—		—		1,421		1,449		2,777
Farm land	—		326		—
Other	695		—		334		2,834		8,500		8,712
Total real estate	1,818		2,409		2,421		5,354		11,700		12,451
Consumer	—		200		200
Leases	—		83		—
Total non-accrual loans	118,205		167,791		169,113
Repossessed assets:
OREO(2)	18,131		18,961		19,009
Other repossessed assets	—		—		—
Total non-performing assets	$	136,336	$	186,752	$	188,122	$	219,165	$	225,384	$	133,690
Restructured loans - accruing							$	—	$	—	$	—
Loans held for investment past due 90 days and accruing(2)							$	21,274	$	17,584	$	12,245
Loans held for sale past due 90 days and accruing(3)							$	9,014	$	8,207	$	13,693


(1)	As of ~~September 30, 2017,~~March 31, 2020, December 31, ~~2016~~2019 and ~~September 30, 2016,~~March 31, 2019, non-accrual loans included ~~$12.0~~$22.3 million, ~~$18.1~~$35.1 million and ~~$19.7~~$38.4 million, respectively, in loans that met the criteria for restructured.


(2)	~~We recorded a $101,000 valuation allowance against the OREO balance at September 30, 2017, compared to none at~~At March 31, 2020, December 31, ~~2016~~2019 and ~~September 30, 2016.~~March 31, 2019, loans past due 90 days and still accruing includes premium finance loans of $8.6 million, $8.5 million and $12.0 million, respectively.

(3)

Includes loans guaranteed by U.S. government agencies that were repurchased out of Ginnie Mae securities. Loans are recorded as loans held for sale and carried at fair value on the balance sheet. Interest on these past due loans accrues at the debenture rate guaranteed by the U.S. government. Also includes loans that, pursuant to Ginnie Mae servicing guidelines, we have the unilateral right, but not the obligation, to repurchase if defined delinquent loan criteria are met and therefore must record as loans held for sale on our balance sheet regardless of whether the repurchase option has been exercised.

Total non-performing assets at ~~September 30, 2017~~March 31, 2020 decreased ~~$51.8 million from September 30, 2016 and $50.4~~$6.2 million from December 31, ~~2016. We experienced a significant decrease in levels of non-performing assets during the nine months ended September 30, 2017~~2019 and increased $85.5 million compared to ~~the same period in 2016,~~March 31, 2019. The year-over-year increase is primarily related to ~~improvements in~~ our energy ~~portfolio. Energy~~and leveraged lending portfolios, with non-accrual energy loans and non-accrual leveraged lending loans totaling $151.9 million (69% of total NPAs) and $50.0 million (23% of total NPAs), respectively, at March 31, 2020. While it is too early to determine the effect that the COVID-19 pandemic will ultimately have on our non-performing assets, totaled $81.6 million at September 30, 2017 compared to $121.5 million at December 31, 2016 and $129.3 million at September 30, 2016. Our provision for credit losses decreased as a result of these improvements, as well as improvementsbased on the current trajectory, significant increases may occur in the composition of our pass-rated and classified loan portfolios. This resulted in a decrease in the reserve for loan losses as a percent of loans excluding mortgage finance loans for September 30, 2017 compared to December 31, 2016 and September 30, 2016.subsequent quarters.

Potential problem loans consist of loans that are performing in accordance with contractual terms, but for which we have concerns about the borrower’s ability to comply with repayment terms because of the borrower’s potential financial difficulties. We monitor these loans closely and review their performance on a regular basis. At ~~September 30, 2017,~~March 31, 2020, we had ~~$34.6~~$98.2 million in loans of this type, compared to ~~$19.3~~$46.6 million at December 31, ~~2016,~~2019 and $74.0 million at March 31, 2019.

Summary of Credit Loss Experience

The provision for credit losses, which ~~were not included~~includes a provision for losses on unfunded commitments, is a charge to earnings to maintain the allowance for credit losses at a level consistent with management’s assessment of expected losses in ~~either non-accrual or 90 days past~~the loan portfolio at the balance sheet date. During the first quarter of 2020, we adopted ASU 2016-13. Upon adoption, the allowance for credit losses was increased by $9.1 million, with no impact on the consolidated statement of income. We recorded a $96.0 million provision for credit losses for the first quarter of 2020 utilizing the CECL methodology, a significant increase from prior quarters. The increase resulted primarily from increases in criticized loans and charge-offs, as well as the impact of reserve build related to the COVID-19 pandemic. The reserve build was primarily related to the downgrade, mostly to lower pass-rated grades, of $1.8 billion of loans in categories that are expected to be more significantly impacted by COVID-19. We recorded $57.7 million in net charge-offs during the first quarter of 2020, including $37.3 million in energy net charge-offs and $15.6 million in leveraged lending net charge-offs, compared to $12.8 million during the fourth quarter of 2019 and $4.6 million during the first quarter of 2019. Criticized loans totaled $675.9 million at March 31, 2020, compared to $584.1 million at December 31, 2019 and $602.8 million at March 31, 2019.

Table of Contents

The table below presents a summary of our loan loss experience:



	Three months ended March 31, 2020			Year ended December 31, 2019				Three months ended March 31, 2019
(in thousands except percentage and multiple data)	Three months ended March 31, 2020			Year ended December 31, 2019				Three months ended March 31, 2019
Allowance for credit losses on loans:
Beginning balance	$	195,047		$	191,522			$	191,522
Impact of CECL adoption	8,585			—				—
Loans charged-off:
Commercial	20,653			44,837				4,865
Energy	37,730			32,625				—
Real estate	—			177				—
Total charge-offs	58,383			77,639				4,865
Recoveries:
Commercial	257			3,054				277
Energy	423			316				—
Real estate	—			—				—
Total recoveries	680			3,370				277
Net charge-offs	57,703			74,269				4,588
Provision for credit losses on loans	95,029			77,794				21,639
Ending balance	$	240,958		$	195,047			$	208,573
Allowance for off-balance sheet credit losses:
Beginning balance	$	8,640		$	11,434			$	11,434
Impact of CECL adoption	563			—				—
Provision for off-balance sheet credit losses	971			(2,794		)		(1,639		)
Ending balance	$	10,174		$	8,640			$	9,795
Total allowance for credit losses	$	251,132		$	203,687			$	218,368
Total provision for credit losses	$	96,000		$	75,000			$	20,000
Allowance for credit losses on loans to LHI	0.99		%	0.79			%	0.89			%
Net charge-offs to average LHI	0.98		%	0.31			%	0.09			%
Total provision for credit losses to average LHI	1.63		%	0.32			%	0.37			%
Recoveries to total charge-offs	1.17		%	4.34			%	5.68			%
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments	0.13		%	0.10			%	0.12			%
Combined allowance for credit losses to LHI	1.03		%	0.83			%	0.93			%
Allowance as a multiple of non-performing loans	1.1		x	0.9			x	1.6			x

The allowance for credit losses, including the allowance for losses on unfunded commitments reported on the consolidated balance sheets in other liabilities, totaled $251.1 million at March 31, 2020, $203.7 million at December 31, 2019 and $218.4 million at March 31, 2019. The combined allowance as a percentage of loans held for investment increased to 1.03% at March 31, 2020 from 0.93% at March 31, 2019 and 0.83% at December 31, 2019. The combined allowance as a percentage of loans held for investment, excluding mortgage finance, increased to 1.49% at March 31, 2020 from 1.28% at March 31, 2019 and 1.24% at December 31, 2019. The increase in the combined allowance as a percentage of loans held for investment at March 31, 2020 compared to March 31, 2019 is due ~~categories.~~primarily to an increase in the allowance for credit losses, caused by the implementation of an expected loss methodology as required by CECL, and an increase in criticized loans.

Loans Held for Sale

~~We launched~~Through our MCA ~~business in the third quarter of 2015. In that business,~~program we commit to purchase residential mortgage loans from independent correspondent lenders and deliver those loans into the secondary market via whole loan sales to independent third parties or in securitization transactions to Ginnie Mae and GSEs such as Fannie Mae and Freddie Mac. For additional information on our loans held for sale portfolio, see Note 65 - Certain Transfers of Financial Assets in the accompanying notes to the consolidated financial statements included elsewhere in this report.

Table of Contents

Liquidity and Capital Resources

In general terms, liquidity is a measurement of our ability to meet our cash needs. Our ~~objective~~objectives in managing our liquidity isare to maintain our ability to meet loan commitments, ~~purchase~~repurchase investment 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, formulated and monitored by our senior management and our ~~Balance Sheet~~Asset and Liability Management Committee (“~~BSMC”~~ALCO”), which take into account the demonstrated marketability of our assets, the sources and stability of our 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.~~cost-effectiveness. For the year ended December 31, ~~2016~~2019 and ~~for~~ the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020, our principal source of funding has been our customer deposits, supplemented by our short-term and long-term borrowings, primarily from ~~Federal~~federal funds purchased and ~~Federal Home Loan Bank ("FHLB")~~FHLB borrowings, which are generally used to fund mortgage finance assets. We also rely on the availability of the mortgage secondary market provided by Ginnie Mae and the GSEs to support the liquidity of our mortgage finance assets.

~~Liquidity assets were $2.4 billion at September 30, 2017, and continue to be significant as a result of~~In accordance with our liquidity strategy, deposit growth and increases in borrowing capacity related to our mortgage finance ~~loans.~~loans have resulted in accumulating liquidity assets in recent periods. In the first quarter of 2020 we significantly increased our liquidity assets to ensure that we have the balance sheet strength to serve our clients through the COVID-19 pandemic. The following table summarizes the composition of liquidity ~~assets (in thousands):~~assets:


	September 30, 2017			December 31, 2016			September 30, 2016
(in thousands except percentage data)										March 31, 2020			December 31, 2019			March 31, 2019
Federal funds sold and securities purchased under resale agreements	$	25,000		$	25,000		$	30,000		$	30,000		$	30,000		$	25,000
Interest-bearing deposits	2,332,537			2,700,645			3,441,074			9,468,189			4,233,766			2,129,155
Total liquidity assets	$	2,357,537		$	2,725,645		$	3,471,074		$	9,498,189		$	4,263,766		$	2,154,155

Total liquidity assets as a percent of:
Total loans held for investment, excluding mortgage finance loans	15.9		%	21.0		%	27.4		%
Total loans held for investment	11.5		%	15.6		%	19.7		%	38.9		%	17.3		%	9.2		%
Total earning assets	10.0		%	12.9		%	16.1		%	27.3		%	13.5		%	7.9		%
Total deposits	12.4		%	16.0		%	19.1		%	35.0		%	16.1		%	10.4		%

Our liquidity needs to support growth in loans held for investment have been fulfilled primarily through growth in our core customer deposits. Our goal is to obtain as much of our funding for loans held for investment and other earning assets as possible from deposits of these core customers. These deposits are generated principally through development of long-term customer relationships, ~~with customers,~~ with a significant focus on treasury management products. In addition to deposits from our core customers, we also have access to deposits through brokered customer relationships. For regulatory purposes, these relationship brokered deposits are categorized as brokered deposits; however, since these deposits arise from a customer relationship, which involves extensive treasury services, we consider these deposits to be core deposits for our reporting purposes.

We also have access to incremental deposits through brokered retail certificates of deposit, or CDs. These traditional brokered deposits are generally of short maturities, ~~30 to 90 days,~~less than 12 months, and are used to fund temporary differences in the growth in ~~loans~~loan balances, including growth in loans held for sale or other specific categories of loans as compared to customer deposits. The following table summarizes our period-end and average ~~year-to-date~~ core customer deposits, relationship brokered deposits and traditional brokered ~~deposits (in millions):~~deposits:


	September 30, 2017			December 31, 2016			September 30, 2016
(in thousands)										March 31, 2020			December 31, 2019			March 31, 2019
Deposits from core customers	$	17,259.2		$	15,400.5		$	16,633.0		$	22,368,584		$	22,549,568		$	16,962,888
Deposits from core customers as a percent of total deposits	90.5		%	90.5		%	91.7		%	82.4		%	85.2		%	82.1		%
Relationship brokered deposits	$	1,822.1		$	1,616.3		$	1,512.2		$	2,101,329		$	1,617,247		$	2,124,497
Relationship brokered deposits as a percent of total deposits	9.5		%	9.5		%	8.3		%
Relationship brokered deposits as a percent of average total deposits										7.7		%	6.1		%	10.3		%
Traditional brokered deposits	$	—		$	—		$	—		$	2,664,350		$	2,311,778		$	1,562,742
Traditional brokered deposits as a percent of total deposits	—		%	—		%	—		%	9.8		%	8.7		%	7.6		%
Average deposits from core customers(1)	$	16,239.7		$	15,723.8		$	15,277.0
Average deposits from core customers as a percent of total quarterly average deposits(1)	91.4		%	91.3		%	91.2		%
Average relationship brokered deposits(1)	$	1,527.1		$	1,496.1		$	1,480.6
Average relationship brokered deposits as a percent of total quarterly average deposits(1)	8.6		%	8.7		%	8.8		%
Average traditional brokered deposits(1)	$	—		$	—		$	—
Average traditional brokered deposits as a percent of total quarterly average deposits(1)	—		%	—		%	—		%
Average deposits from core customers(1)										$	23,642,481		$	20,747,292		$	17,446,848
Average deposits from core customers as a percent of average total deposits										85.4		%	84.1		%	82.8		%
Average relationship brokered deposits(1)										$	1,745,144		$	2,096,287		$	2,063,222
Average relationship brokered deposits as a percent of average total deposits										6.3		%	8.5		%	9.8		%
Average traditional brokered deposits(1)										$	2,300,901		$	1,813,037		$	1,562,702
Average traditional brokered deposits as a percent of average total deposits										8.3		%	7.4		%	7.4		%


~~(1)~~	~~Annual averages presented for December 31, 2016.~~

(1) Annual averages presented for December 31, 2019.

Table of Contents

We have access to sources of traditional brokered deposits that we estimate to be ~~$3.5~~$7.5 billion. Based on our internal guidelines, we have chosen to limit our use of these sources to a lesser amount. ~~Customer deposits (total deposits, including relationship~~We have increased our use of traditional brokered deposits ~~minus brokered CDs) at September 30, 2017 increased by $2.1 billion from December 31, 2016~~in 2019 and ~~increased $936.1 million from September 30, 2016.~~2020 in response to favorable rates available in that market relative to other available funding sources.

We have short-term borrowing sources available to supplement deposits and meet our funding needs. Such borrowings are generally used to fund our mortgage finance ~~assets,~~loans, due to their liquidity, short duration and interest spreads available. These borrowing sources include ~~Federal~~federal funds purchased from our downstream correspondent bank relationships (which consist of banks that are smaller than our ~~bank)~~Bank) and from our upstream correspondent bank relationships (which consist of banks that are larger than our ~~bank)~~Bank), customer repurchase agreements ~~treasury, tax and loan notes~~ and advances from the FHLB and the Federal Reserve. The following table summarizes our short-term ~~borrowings as of September 30, 2017 (in thousands):~~and other borrowings:



(in thousands)			March 31, 2020
Federal funds purchased	$	75,800	$	289,165
Repurchase agreements	7,696		6,102
FHLB borrowings	2,500,000		4,900,000
Line of credit	—		—
Total short-term borrowings	$	2,583,496	$	5,195,267
Maximum short-term borrowings outstanding at any month-end during 2017	$	3,162,224
Maximum short-term borrowings outstanding at any month-end during 2020			5,195,267

The following table summarizes our other borrowing capacities ~~in excess~~net of balances ~~outstanding at September 30, 2017 (in thousands):~~outstanding. As of March 31, 2020, all are scheduled to mature within one year.



(in thousands)			March 31, 2020
FHLB borrowing capacity relating to loans	$	4,218,138	$	4,553,328
FHLB borrowing capacity relating to securities	1,424		108
Total FHLB borrowing capacity(1)	$	4,219,562	$	4,553,436
Unused Federal funds lines available from commercial banks	$	1,164,000
Unused federal funds lines available from commercial banks			$	1,355,000
Unused Federal Reserve borrowings capacity			$	3,374,084
Unused revolving line of credit(2)			$	130,000

~~The following table summarizes our long-term borrowings as of September 30, 2017 (in thousands):~~

Subordinated notes $ 281,315
Trust preferred subordinated debentures 113,406
Total long-term borrowings $ 394,721

At September 30, 2017, we had a revolving, non-amortizing line of credit with a maximum availability of $130.0 million. This line of credit matures on December 19, 2017. The loan proceeds may be used for general corporate purposes including funding regulatory capital infusions into the Bank. The loan agreement contains customary financial covenants and restrictions. As of September 30, 2017 and December 31, 2016, there were no borrowings outstanding.

Our equity capital ~~including $150 million in preferred stock,~~ averaged ~~$2.1~~$2.9 billion for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020 as compared to ~~$1.7~~$2.6 billion for the same period in ~~2016.~~2019. We have not paid any cash dividends on our common stock since we commenced operations and have no plans to do so in the foreseeable future.

~~As of September 30, 2017,~~For additional information regarding our capital ~~ratios were above~~and stockholders' equity, see Note 7 - Regulatory Restrictions in the ~~levels required~~accompanying notes to ~~be well capitalized. We believe that our earnings, periodic capital raising transactions and~~ the ~~addition of loan and deposit relationships will allow us to continue to grow organically.~~consolidated financial statements included elsewhere in this report.

Commitments and Contractual Obligations

The following table presents, significant fixed and determinable contractual payment obligations to third parties by payment date. Payments for borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts. Asas of ~~September 30, 2017, our~~March 31, 2020, significant fixed and determinable contractual obligations to third parties ~~excluding interest, were as follows (in thousands):~~

by payment date. Amounts in the table do not include accrued or accruing interest.

Operating lease obligations(1)

Critical Accounting Policies

SEC guidance requires disclosure of “critical accounting policies.” The SEC defines “critical accounting policies” as those that are most important to the presentation of a company’s financial condition and results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We follow financial accounting and reporting policies that are in accordance with accounting principles generally accepted in the United States. The more significant of these policies are summarized in Note 1 - Operations and Summary of Significant Accounting Policies in the ~~accompanying~~ notes to the consolidated financial statements included elsewhere in ~~the 2016~~this report and in our 2019 Form 10-K. Not all significant accounting policies require management to make difficult, subjective or complex judgments. However, the policy noted below could be deemed to meet the SEC’s definition of a critical accounting policy.

Allowance for ~~Loan~~Credit Losses

Management considers the policies related to the allowance for ~~loan~~credit losses as the most critical to the financial statement presentation. The total allowance for ~~loan~~credit losses includes activity related to allowances calculated in accordance with Accounting Standards Codification (“ASC”) ~~310,~~ ~~Receivables, and ASC 450,~~ ~~Contingencies~~326, Credit Losses. The allowance for ~~loan~~credit losses is established through a provision for credit losses charged to current earnings. The amount maintained in the allowance reflects management’s continuing evaluation of the loan losses ~~inherent~~expected to be recognized over the life of the loans in ~~the loan~~our portfolio. The allowance for ~~loan~~credit losses is ~~comprised of specific reserves assigned~~a valuation account that is deducted from the loans' amortized cost basis to ~~certain classified loans and general reserves. Factors contributing~~present the net amount expected to be collected on the determination of specific reserves include the creditworthiness of the borrower, and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or the fair value of the collateral for certain collateral-dependent loans. For purposes of determining the ~~general~~ allowance for credit losses, the loan portfolio is segregated by product types in order to recognize differing risk profiles among categories, and then further segregated by credit grades. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. 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. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, credit quality or term, as well as for changes in environmental conditions, such as changes in unemployment rates, GDP, property values or other relevant factors. A reserve is recorded upon origination or purchase of a loan. See “Summary of ~~Loan~~Credit Loss Experience” above and Note 4 – Loans Held for Investment and Allowance for ~~Loan~~Credit Losses on Loans in the accompanying notes to the consolidated financial statements included elsewhere in this report for further discussion of the risk factors considered by management in establishing the allowance for ~~loan~~credit losses.

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices, or equity prices. Additionally, the financial instruments subject to market risk can be classified either as held for trading purposes or held for other than trading.

We are subject to market risk primarily through the effect of changes in interest rates on our portfolio of assets held for purposes other than trading. Additionally, we have some market risk relative to commodity prices through our energy lending activities. ~~Petroleum~~Declines and ~~natural gas commodity prices declined substantially beginning in 2014, and prices have continued to be suppressed through 2017. Such declines~~volatility in commodity prices ~~have and, if continued, could~~ negatively ~~impact~~impacted our energy clients' ability to perform on their loan ~~obligations. Management does not currently expect the current decline~~obligations in ~~commodity prices to~~recent years, and further uncertainty and volatility could have a ~~material adverse effect~~negative impact on our ~~financial position.~~customers and our loan portfolio in future periods. Foreign exchange rates, commodity prices ~~and/or~~(other than energy) and equity prices doare not expected to pose significant market risk to us.

The responsibility for managing market risk rests with the ~~BSMC,~~ALCO, which operates under policy guidelines established by our board of directors. The acceptable negative ~~acceptable~~ variation in net interest revenue due to a ~~200~~100 basis point increase or decrease in interest rates is generally limited by these guidelines to plus or minus 5%10-12%. These guidelines ~~also~~ establish maximum levels for short-term borrowings, short-term assets and public and brokered ~~deposits. They also establish~~deposits and minimum levels for ~~unpledged assets,~~liquidity, among other things. Oversight of our compliance with these guidelines is the ongoing responsibility of the ~~BSMC,~~ALCO, with exceptions reported to the Risk Management Committee, and to our board of directors if deemed necessary, on a quarterly basis. Additionally, the Credit Policy Committee ("CPC") specifically manages risk relative to commodity price market risks. The CPC establishes maximum portfolio concentration levels for energy loans as well as maximum advance rates for energy collateral.

Interest Rate Risk Management

Our interest rate sensitivity is illustrated in the following table. The table reflects rate-sensitive positions as of ~~September 30, 2017,~~March 31, 2020, and is not necessarily indicative of positions on other dates. The balances of interest rate sensitive assets and liabilities are presented in the periods in which they next reprice to market rates or mature and are aggregated to show the interest rate sensitivity gap. The mismatch between repricings or maturities within a time period is commonly referred to as the “gap” for that period. A positive gap (asset sensitive), where ~~interest-rate sensitive~~interest rate-sensitive assets exceed interest rate sensitive liabilities, generally will result in the net interest margin increasing in a rising rate environment and decreasing in a falling rate environment. A negative gap (liability sensitive) will generally have the opposite results on the net interest margin. To reflect anticipated prepayments, certain asset and liability categories are shown in the table using estimated cash flows rather than contractual cash flows. The Company employs interest rate floors in certain variable rate loans to enhance the yield on those loans at times when market interest rates are extraordinarily low. The degree of asset sensitivity, spreads on loans and net interest margin may be reduced until rates increase by an amount sufficient to eliminate the effects of floors. The adverse effect of floors as market rates increase may also be offset by the positive gap, the extent to which rates on deposits and other funding sources lag increasing market rates for loans and changes in composition of funding.

Interest Rate Sensitivity Gap Analysis

~~September 30, 2017~~

Repurchase agreements, Federal funds

purchased, FHLB borrowings, line

~~The table above sets forth the balances as of September 30, 2017 for interest-bearing assets, interest-bearing liabilities and the total of non-interest-bearing deposits and stockholders’ equity.~~ While a gap interest table is useful in analyzing interest rate sensitivity, an interest rate sensitivity simulation provides a better illustration of the sensitivity of earnings to changes in interest rates. Earnings are also affected by the effects of changing interest rates on the value of funding derived from demand deposits and stockholders’ equity. We perform a sensitivity analysis to identify interest rate risk exposure on net interest income. We quantify and measure interest rate risk exposure using a model to dynamically simulate the effect of changes in net interest income relative to changes in interest rates ~~and loan and deposit account balances~~ over the next twelve months based on three interest rate scenarios. These are a ~~“most likely”~~static rate scenario and two “shock test” scenarios.

~~The “most likely” rate scenario is~~These scenarios are based on ~~the consensus forecast of future~~ interest rates as of the last day of a reporting period published by independent ~~sources. These forecasts~~sources and incorporate ~~future spot rates and~~ relevant spreads of instruments that are actively traded in the open market. The Federal Reserve’s ~~Federal~~federal funds target affects short-term ~~borrowing rates;~~borrowing; the prime lending rate and LIBOR are the basis for most of our variable-rate loan pricing. The 10-year ~~mortgage~~treasury rate is also monitored because of its effect on prepayment speeds for mortgage-backed ~~securities. We believe these~~securities and MSRs. These are our primary interest rate exposures. We are currently not ~~currently~~ using derivatives to manage our interest rate ~~exposure.~~exposure although we may do so in the future if that appears advisable.

~~The two~~For modeling purposes, the “shock test” scenarios as of March 31, 2019 assume aimmediate, sustained ~~parallel~~ 100 and 200 basis point ~~increase~~increases in interest rates and a 100 basis point decrease in interest rates. As short-term rates have ~~remained low through 2016 and~~declined during the first ~~nine months~~quarter of ~~2017,~~2020, we do not believe that analysis of an assumed decrease in interest rates would provide meaningful results. As such, the scenarios as of March 31, 2020 assume immediate, sustained 100 and 200 basis point increases only. We will continue to evaluate these scenarios as interest rates change, until short-term rates rise above 3.0%, at which point we will resume evaluations of shock scenarios in which interest rates decrease.

Our interest rate risk exposure model incorporates assumptions regarding the level of interest rate ~~or balance changes~~ on indeterminable maturity deposits (demand deposits, interest-bearing transaction accounts and savings accounts) for a given level of market rate ~~changes.~~change. In the current environment of decreasing short-term rates, deposit pricing can vary by product and customer. These assumptions have been developed through a combination of historical analysis and projection of future expected pricing behavior. Changes in prepayment behavior of mortgage-backed securities, ~~and~~ residential and commercial mortgage loans in each rate environment are captured using industry estimates of prepayment speeds for various coupon segments of the portfolio. The impact of ~~planned growth and new business activities~~these changes is factored into the simulation model. This modeling indicated interest rate sensitivity as ~~follows (in thousands):~~

Anticipated Impact Over the Next Twelve Months as Compared to Most Likely Scenario Anticipated Impact Over the Next Twelve Months as Compared to Most Likely Scenario
100 bp Increase 200 bp Increase 100 bp Increase 200 bp Increase
September 30, 2017 September 30, 2016
Change in net interest income $ 114,593
$ 231,113
$ 117,094
$ 241,366



	Anticipated Impact Over the Next Twelve Months as Compared to Most Likely Scenario
	March 31, 2020				March 31, 2019
(in thousands)	100 bps Increase		200 bps Increase		100 bps Increase		200 bps Increase		100 bps Decrease
Change in net interest income	$	77,720	$	161,553	$	102,923	$	206,515	$	(116,839	)

The simulations used to manage market risk are based on numerous assumptions regarding the effect of changes in interest rates on the timing and extent of repricing characteristics, future cash flows and customer behavior. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results ~~may~~will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions, customer behavior and management strategies, among other factors.

Our business relies upon a large volume of loans, derivative contracts and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR to establish their interest rate and/or value. In 2017, the U.K. Financial Conduct Authority announced that it would no longer compel banks to submit rates for the calculation of LIBOR after 2021. The impact of alternatives to LIBOR on the valuations, pricing and operation of our financial instruments is not yet known; however, the primary instruments that may be impacted include loans, securities, borrowings and derivatives indexed to LIBOR that mature after December 31, 2021. We have established a working group, consisting of key stakeholders from throughout the Bank, to monitor developments relating to LIBOR uncertainty and changes and to guide the Bank's response. This team is currently working to gain an understanding of the specific products, information technology systems, borrowing arrangements and legal agreements that will be impacted by the change.

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based upon that evaluation, we have concluded that, as of the end of such period, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the ~~Company’s~~Company's management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules ~~13a-15(f)~~13a-15(e) and 15d-15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART ~~II—~~II - OTHER INFORMATION

~~We are~~The Company is subject to various claims and legal actions ~~related to operating activities~~ that may arise in the ordinary course of conducting its business. Management does not ~~currently~~ expect the ~~ultimate~~ disposition of any of these matters to have a material adverse impact on ~~our~~the Company’s financial ~~statements.~~

statements or results of operations.

We have ~~been no material changes~~described in our Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) the primary risks related to our business and securities and periodically update those risks. Provided below is an update to our risk factors as previously disclosed in the ~~2016~~2019 Form 10-K.


	Nine months ended September 30,						Three months ended March 31,
	2017			2016
(in thousands)							2020			2019
Operating activities
Net income	$	152,321		$	106,733
Adjustments to reconcile net income to net cash provided by operating activities:
Net income/(loss)							$	(16,687	)	$	82,839
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Provision for credit losses	42,000			68,000			96,000			20,000
Depreciation and amortization	19,624			16,179			13,122			7,792
Net loss on sale of loans held for sale							13,000			505
Increase in valuation allowance on mortgage servicing rights	216			414			10,015			2,931
Bank owned life insurance (BOLI) income	(1,562		)	(1,592		)
Stock-based compensation expense	15,021			6,175			3,369			4,488
Excess tax benefits from stock-based compensation arrangements	—			(1,328		)
Purchases and originations of loans held for sale	(4,315,065		)	(1,927,702		)	(2,356,710		)	(1,550,059		)
Proceeds from sales and repayments of loans held for sale	4,282,910			1,352,322			4,126,102			1,602,923
Net (gain) loss on sale of loans held for sale and other assets	1,005			(1,307		)
Technology write-off	5,285			—
Changes in operating assets and liabilities:
Accrued interest receivable and other assets	(68,672		)	(79,267		)	(141,940		)	(58,278		)
Accrued interest payable and other liabilities	8,434			34,172			39,473			51,023
Net cash provided by (used in) operating activities	141,517			(427,201		)
Net cash provided by operating activities							1,785,744			164,164
Investing activities
Purchases of available-for-sale securities	(97,381		)	(1,278		)
Maturities and calls of available-for-sale securities	94,775			265
Principal payments received on available-for-sale securities	3,278			4,528
Purchases of investment securities							(1,951		)	(109,928		)
Principal payments received on investment securities							4,788			307
Originations of mortgage finance loans	(62,284,036		)	(74,594,117		)	(37,932,501		)	(24,328,971		)
Proceeds from pay-offs of mortgage finance loans	61,139,089			74,599,234			38,513,547			23,906,785
Net increase in loans held for investment, excluding mortgage finance loans	(1,856,253		)	(943,534		)	(438,869		)	(375,628		)
Purchase of premises and equipment, net	(9,056		)	(1,526		)	(1,007		)	(2,642		)
Proceeds from sale of foreclosed assets	767			62
Net cash used in investing activities	(3,008,817		)	(936,366		)
Proceeds from sale of other real estate owned, net							—			79
Net cash provided by/(used in) investing activities							144,007			(909,998		)
Financing activities
Net increase in deposits	2,064,426			3,060,504			655,670			44,014
Costs from issuance of stock related to stock-based awards and warrants	(1,933		)	(1,772		)	(1,492		)	(1,233		)
Preferred dividends paid	(7,313		)	(7,313		)	(2,438		)	(2,438		)
Net increase in other borrowings	500,000			170,000
Excess tax benefits from stock-based compensation arrangements	—			1,328
Decrease in Federal funds purchased and repurchase agreements	(26,079		)	(61,631		)
Net cash provided by financing activities	2,529,101			3,161,116
Net increase (decrease) in cash and cash equivalents	(338,199		)	1,797,549
Net increase/(decrease) in other borrowings							2,500,000			(300,000		)
Net increase in federal funds purchased and repurchase agreements							153,501			256,718
Net cash provided by/(used in) financing activities							3,305,241			(2,939		)
Net increase/(decrease) in cash and cash equivalents							5,234,992			(748,773		)
Cash and cash equivalents at beginning of period	2,839,352			1,790,870			4,425,583			3,080,065
Cash and cash equivalents at end of period	$	2,501,153		$	3,588,419		$	9,660,575		$	2,331,292
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	80,037		$	48,119		$	73,480		$	86,134
Cash paid during the period for income taxes	72,485			68,716			519			6
Transfers from loans/leases to OREO and other repossessed assets	—			18,822


	Preferred Stock			Common Stock									Treasury Stock											Preferred Stock			Common Stock			Additional						Treasury Stock					Accumulated Other
	Shares	Amount		Shares	Amount		Additional Paid-in Capital			Retained Earnings			Shares		Amount			Accumulated Other Comprehensive Income (Loss), Net of Taxes			Total			Preferred Stock			Common Stock			Paid-in			Retained			Treasury Stock					Comprehensive
Balance at December 31, 2015 (audited)	6,000,000	$	150,000	45,874,224	$	459	$	714,546		$	757,818		(417	)	$	(8	)	$	718		$	1,623,533
(in thousands except share data)																								Shares	Amount		Shares	Amount		Capital			Earnings			Shares		Amount			Income			Total
Balance at December 31, 2018 (audited)																								6,000,000	$	150,000	50,201,127	$	502	$	967,890		$	1,381,492		(417	)	$	(8	)	$	518		$	2,500,394
Comprehensive income:
Net income	—	—		—	—		—			106,733			—		—			—			106,733			—	—		—	—		—			82,839			—		—			—			82,839
Change in unrealized gain on available-for-sale securities, net of taxes of $43	—	—		—	—		—			—			—		—			(78		)	(78		)
Total comprehensive income																					106,655
Tax benefit related to exercise of stock-based awards	—	—		—	—		1,213			—			—		—			—			1,213
Stock-based compensation expense recognized in earnings	—	—		—	—		3,466			—			—		—			—			3,466
Preferred stock dividend	—	—		—	—		—			(7,313		)	—		—			—			(7,313		)
Issuance of stock related to stock-based awards	—	—		135,688	1		(1,773		)	—			—		—			—			(1,772		)
Balance at September 30, 2016	6,000,000	$	150,000	46,009,912	$	460	$	717,452		$	857,238		(417	)	$	(8	)	$	640		$	1,725,782

Balance at December 31, 2016 (audited)	6,000,000	$	150,000	49,504,079	$	495	$	955,468		$	903,187		(417	)	$	(8	)	$	415		$	2,009,557
Comprehensive income:
Net income	—	—		—	—		—			152,321			—		—			—			152,321
Change in unrealized gain on available-for-sale securities, net of taxes of $8	—	—		—	—		—			—			—		—			14			14
Change in unrealized gain on available-for-sale securities, net of taxes																								—	—		—	—		—			—			—		—			(43		)	(43		)
Total comprehensive income																					152,335																							82,796
Stock-based compensation expense recognized in earnings	—	—		—	—		5,717			—			—		—			—			5,717			—	—		—	—		2,423			—			—		—			—			2,423
Preferred stock dividend	—	—		—	—		—			(7,313		)	—		—			—			(7,313		)	—	—		—	—		—			(2,438		)	—		—			—			(2,438		)
Issuance of stock related to stock-based awards	—	—		84,568	1		(1,934		)	—			—		—			—			(1,933		)	—	—		54,133	1		(1,234		)	—			—		—			—			(1,233		)
Issuance of common stock related to warrants	—	—		33,595	—		—			—			—		—			—			—			—	—		8,768	—		—			—			—		—			—			—
Balance at September 30, 2017	6,000,000	$	150,000	49,622,242	$	496	$	959,251		$	1,048,195		(417	)	$	(8	)	$	429		$	2,158,363
Balance at March 31, 2019																								6,000,000	$	150,000	50,264,028	$	503	$	969,079		$	1,461,893		(417	)	$	(8	)	$	475		$	2,581,942

Balance at December 31, 2019 (audited)																								6,000,000	$	150,000	50,338,158	$	503	$	978,205		$	1,694,608		(417	)	$	(8	)	$	8,950		$	2,832,258
Impact of adoption of new accounting standards, net of taxes(1)																								—	—		—	—		—			(7,154		)	—		—			—			(7,154		)
Comprehensive loss:
Net loss																								—	—		—	—		—			(16,687		)	—		—			—			(16,687		)
Change in unrealized gain on available-for-sale securities, net of taxes																								—	—		—	—		—			—			—		—			(4,181		)	(4,181		)
Total comprehensive loss																																												(20,868		)
Stock-based compensation expense recognized in earnings																								—	—		—	—		3,227			—			—		—			—			3,227
Preferred stock dividend																								—	—		—	—		—			(2,438		)	—		—			—			(2,438		)
Issuance of stock related to stock-based awards																								—	—		70,037	1		(1,493		)	—			—		—			—			(1,492		)
Balance at March 31, 2020																								6,000,000	$	150,000	50,408,195	$	504	$	979,939		$	1,668,329		(417	)	$	(8	)	$	4,769		$	2,803,533


(1)	Represents the impact of adopting Accounting Standard Update ("ASU") 2016-13. See Note 1 to the consolidated financial statements for more information.



	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
Numerator:
Net income	$	58,684	$	42,725	$	152,321	$	106,733
Preferred stock dividends	2,438		2,438		7,313		7,313
Net income available to common stockholders	56,246		40,287		$	145,008	99,420
Denominator:
Denominator for basic earnings per share— weighted average shares	49,607,028		45,980,517		49,573,456		45,931,357
Effect of employee stock-based awards(1)	214,468		118,885		235,011		119,021
Effect of warrants to purchase common stock	429,370		410,281		431,551		382,578
Denominator for dilutive earnings per share—adjusted weighted average shares and assumed conversions	50,250,866		46,509,683		50,240,018		46,432,956
Basic earnings per common share	$	1.13	$	0.88	$	2.93	$	2.16
Diluted earnings per common share	$	1.12	$	0.87	$	2.89	$	2.14


~~(1)~~	SARs and RSUs outstanding of 6,200 at September 30, 2017 and 319,476 at September 30, 2016 have not been included in diluted earnings per share because to do so would have been anti-dilutive for the periods presented.



	September 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale securities:
Residential mortgage-backed securities	$	11,402	$	756	$	—		$	12,158
Equity securities(1)	12,161		266		(361		)	12,066
	$	23,563	$	1,022	$	(361	)	$	24,224

	December 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale securities:
Residential mortgage-backed securities	$	14,680	$	972	$	—		$	15,652
Municipals	275		—		—			275
Equity securities(1)	9,280		27		(360		)	8,947
	$	24,235	$	999	$	(360	)	$	24,874


~~(1)~~	~~Equity securities consist of Community Reinvestment Act funds and investments related to our non-qualified deferred compensation plan.~~


~~(1)~~	~~Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.~~


~~(2)~~	~~Yields have been adjusted to a tax equivalent basis assuming a 35% federal tax rate.~~


~~(4)~~	~~These equity securities do not have a stated maturity.~~



September 30, 2017
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Commercial
Business loans	$	23,561	$	24,983	$	—	$	23,513	$	—
Energy	32,378		37,221		—		39,196		—
Construction
Market risk	—		—		—		—		—
Real estate
Market risk	—		—		—		—		—
Commercial	1,700		1,700		—		2,388		—
Secured by 1-4 family	—		—		—		—		—
Consumer	—		—		—		—		—
Leases	—		—		—		—		—
Total impaired loans with no allowance recorded	$	57,639	$	63,904	$	—	$	65,097	$	—
With an allowance recorded:
Commercial
Business loans	$	12,267	$	12,267	$	3,226	$	15,689	$	—
Energy	49,220		62,259		21,184		53,839		6
Construction
Market risk	—		—		—		35		—
Real estate
Market risk	299		299		6		548		—
Commercial	—		—		—		—		—
Secured by 1-4 family	118		118		20		649		—
Consumer	—		—		—		44		—
Leases	—		—		—		18		—
Total impaired loans with an allowance recorded	$	61,904	$	74,943	$	24,436	$	70,822	$	6
Combined:
Commercial
Business loans	$	35,828	$	37,250	$	3,226	$	39,202	$	—
Energy	81,598		99,480		21,184		93,035		6
Construction
Market risk	—		—		—		35		—
Real estate
Market risk	299		299		6		548		—
Commercial	1,700		1,700		—		2,388		—
Secured by 1-4 family	118		118		20		649		—
Consumer	—		—		—		44		—
Leases	—		—		—		18		—
Total impaired loans	$	119,543	$	138,847	$	24,436	$	135,919	$	6



	30-59 Days Past Due		60-89 Days Past Due		Greater Than 90 Days and Accruing(1)		Total Past Due		Non-accrual		Current		Total
Commercial
Business loans	$	25,301	$	18,704	$	8,892	$	52,897	$	34,789	$	7,635,061	$	7,722,747
Energy	9,950		4,484		—		14,434		81,598		992,046		1,088,078
Mortgage finance loans	—		—		—		—		—		5,642,285		5,642,285
Construction
Market risk	663		—		—		663		—		2,074,537		2,075,200
Secured by 1-4 family	—		—		—		—		—		24,155		24,155
Real estate
Market risk	1,301		—		—		1,301		—		2,639,169		2,640,470
Commercial	1,839		—		—		1,839		1,700		782,185		785,724
Secured by 1-4 family	2,798		—		—		2,798		118		254,454		257,370
Consumer	—		—		—		—		—		70,436		70,436
Leases	11,701		—		—		11,701		—		248,019		259,720
Total loans held for investment	$	53,553	$	23,188	$	8,892	$	85,633	$	118,205	$	20,362,347	$	20,566,185


~~(1)~~	Loans past due 90 days and still accruing includes premium finance loans of $8.4 million. These loans are generally secured by obligations of insurance carriers to refund premiums on canceled insurance policies. The refund of premiums from the insurance carriers can take 180 days or longer from the cancellation date.


(1)	SARs and RSUs outstanding of 428,007 at March 31, 2020 and 411,065 at March 31, 2019 have not been included in diluted earnings/(loss) per share because to do so would have been antidilutive for the periods presented.


(1)	Excludes accrued interest receivable of $1.7 million and $1.6 million at March 31, 2020 and December 31, 2019, respectively, that is recorded in accrued interest receivable and other assets.


(1)	Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.


(2)	Yields have been adjusted to a tax equivalent basis assuming a 21% federal tax rate.


(1)	Balances at March 31, 2020 and December 31, 2019 are stated net of $895.9 million and $682.7 million of participations sold, respectively.



September 30, 2017
	Number of Restructured Loans	Balance at Restructure		Balance at Period-End
Energy loans	1	$	1,070	$	—
Commercial business loans	1	$	599	$	721
Total new restructured loans in 2017	2	$	1,669	$	721

September 30, 2016
	Number of Restructured Loans	Balance at Restructure		Balance at Period-End
Energy loans	2	$	14,235	$	13,289
Total new restructured loans in 2016	2	$	14,235	$	13,289



	September 30, 2017			December 31, 2016
Outstanding balance	$	957,560		$	980,414
Fair value	955,983			968,929
Fair value over/(under) outstanding balance	$	(1,577	)	$	(11,485	)


(1)	Includes $5.8 million of loans held for sale that are carried at lower of cost or market as of December 31, 2019, as well as $299,000 as of December 31, 2018. There were no loans held for sale carried at lower of cost or market as of March 31, 2020 or March 31, 2019.


~~(1)~~	~~MSRs are reported on the consolidated balance sheets at lower of amortized cost or market.~~



	September 30, 2017		December 31, 2016
Commitments to extend credit	$	6,539,498	$	5,704,381
Standby letters of credit	203,070		171,266



	Actual				Minimum Capital Required - Basel III Phase-In Schedule				Minimum capital Required - Basel III Fully Phased-In				Required to be Considered Well Capitalized
	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount	Ratio
As of September 30, 2017:
CET1
Company	$	1,989,547	8.35	%	$	1,369,699	5.75	%	$	1,667,460	7.00	%	N/A	N/A
Bank	1,930,836		8.11	%	1,369,659		5.75	%	1,667,411		7.00	%	1,548,311	6.50	%
Total capital (to risk-weighted assets)
Company	2,722,408		11.43	%	2,203,429		9.25	%	2,501,189		10.50	%	N/A	N/A
Bank	2,505,209		10.52	%	2,203,365		9.25	%	2,501,117		10.50	%	2,382,016	10.00	%
Tier 1 capital (to risk-weighted assets)
Company	2,248,403		9.44	%	1,727,012		7.25	%	2,024,772		8.50	%	N/A	N/A
Bank	2,089,692		8.77	%	1,726,962		7.25	%	2,024,714		8.50	%	1,905,613	8.00	%
Tier 1 capital (to average assets)(1)
Company	2,248,403		9.57	%	939,319		4.00	%	939,319		4.00	%	N/A	N/A
Bank	2,089,692		8.90	%	939,139		4.00	%	939,139		4.00	%	1,173,924	5.00	%
As of December 31, 2016:
CET1
Company	$	1,841,219	8.97	%	$	1,052,205	5.13	%	$	1,437,159	7.00	%	N/A	N/A
Bank	1,735,496		8.45	%	1,051,989		5.13	%	1,436,863		7.00	%	1,334,244	6.50	%
Total capital (to risk-weighted assets)
Company	2,561,663		12.48	%	1,770,766		8.63	%	2,155,715		10.50	%	N/A	N/A
Bank	2,297,528		11.19	%	1,770,421		8.63	%	2,155,295		10.50	%	2,052,683	10.00	%
Tier 1 capital (to risk-weighted assets)
Company	2,101,071		10.23	%	1,360,154		6.63	%	1,745,103		8.50	%	N/A	N/A
Bank	1,895,348		9.23	%	1,359,888		6.63	%	1,744,762		8.50	%	1,642,147	8.00	%
Tier 1 capital (to average assets)(1)
Company	2,101,071		9.34	%	900,268		4.00	%	900,268		4.00	%	N/A	N/A
Bank	1,895,348		8.42	%	900,070		4.00	%	900,070		4.00	%	1,125,087	5.00	%



	September 30, 2017 Weighted Average Interest Rate				December 31, 2016 Weighted Average Interest Rate
	Received		Paid		Received		Paid
Non-hedging interest rate swaps	3.46	%	4.43	%	3.17	%	4.58	%



	Nine months ended September 30, 2017			Year ended December 31, 2016			Nine months ended September 30, 2016
Allowance for loan losses:
Beginning balance	$	168,126		$	141,111		$	141,111
Loans charged-off:
Commercial	32,146			56,558			34,232
Construction	59			—			—
Real estate	290			528			528
Consumer	180			47			40
Leases	—			—			—
Total charge-offs	32,675			57,133			34,800
Recoveries:
Commercial	3,574			9,364			7,829
Construction	104			34			34
Real estate	74			63			36
Consumer	56			21			16
Leases	9			77			71
Total recoveries	3,817			9,559			7,986
Net charge-offs	28,858			47,574			26,814
Provision for loan losses	43,661			74,589			66,139
Ending balance	$	182,929		$	168,126		$	180,436
Allowance for off-balance sheet credit losses:
Beginning balance	$	11,422		$	9,011		$	9,011
Provision for off-balance sheet credit losses	(1,661		)	2,411			1,861
Ending balance	$	9,761		$	11,422		$	10,872
Total allowance for credit losses	$	192,690		$	179,548		$	191,308
Total provision for credit losses	$	42,000		$	77,000		$	68,000
Allowance for loan losses to LHI	0.89		%	0.96		%	1.02		%
Allowance for loan losses to LHI excluding mortgage finance loans	1.23		%	1.29		%	1.42		%
Net charge-offs to average LHI(1)	0.22		%	0.29		%	0.22		%
Net charge-offs to average LHI excluding mortgage finance loans(1)	0.28		%	0.38		%	0.29		%
Total provision for credit losses to average LHI(1)	0.32		%	0.46		%	0.55		%
Total provision for credit losses to average LHI excluding mortgage finance loans(1)	0.41		%	0.62		%	0.74		%
Recoveries to total charge-offs	11.68		%	16.73		%	22.95		%
Allowance for off-balance sheet credit losses to off-balance sheet credit commitments	0.14		%	0.19		%	0.19		%
Combined allowance for credit losses to LHI	0.94		%	1.03		%	1.09		%
Combined allowance for credit losses to LHI excluding mortgage finance loans	1.30		%	1.38		%	1.51		%
Non-performing assets:
Non-accrual loans(2)	$	118,205		$	167,791		$	169,113
OREO(3)	18,131			18,961			19,009
Total	$	136,336		$	186,752		$	188,122
Loans past due 90 days and still accruing(4)	8,892			10,729			9,706
Allowance for loan losses to non-accrual loans	1.5x			1.0x			1.1x


(1)	FHLB borrowings are collateralized by a blanket floating lien on certain real estate secured loans, mortgage finance assets and also certain pledged securities.


(2)	Unsecured revolving, non-amortizing line of credit with maturity date of December 15, 2020. Proceeds may be used for general corporate purposes, including funding regulatory capital infusions into the Bank. The loan agreement contains customary financial covenants and restrictions. No borrowings were made against this line of credit during the three months ended March 31, 2020.


	Within One Year		After One but Within Three Years		After Three but Within Five Years		After Five Years		Total
(in thousands)											Within One Year		After One But Within Three Years		After Three But Within Five Years		After Five Years		Total
Deposits without a stated maturity	$	18,548,721	$	—	$	—	$	—	$	18,548,721	$	23,975,590	$	—	$	—	$	—	$	23,975,590
Time deposits	491,917		40,075		544		—		532,536		3,103,222		50,566		4,879		6		3,158,673
Federal funds purchased and customer repurchase agreements	83,496		—		—		—		83,496		295,267		—		—		—		295,267
FHLB borrowings	2,500,000		—		—		—		2,500,000		4,900,000		—		—		—		4,900,000
Operating lease obligations(1)	16,355		31,809		25,832		20,429		94,425
Subordinated notes	—		—		—		281,315		281,315		—		—		—		282,219		282,219
Trust preferred subordinated debentures	—		—		—		113,406		113,406		—		—		—		113,406		113,406
Total contractual obligations	$	21,640,489	$	71,884	$	26,376	$	415,150	$	22,153,899	$	32,274,079	$	50,566	$	4,879	$	395,631	$	32,725,155


ITEM 3.	QUANTITATIVE AND QUALITATIVE ~~DISCLOSURES~~DISCLOSURE ABOUT MARKET RISK


	0-3 mo Balance		4-12 mo Balance		1-3 yr Balance		3+ yr Balance		Total Balance
(in thousands)											0-3 mo Balance		4-12 mo Balance			1-3 yr Balance		3+ yr Balance		Total Balance
Assets:
Interest-bearing deposits, federal funds sold and securities purchased under resale agreements	$	2,357,537	$	—	—		$	—	$	2,357,537
Securities(1)	7,397		2,725		1,158		12,944		24,224
Interest-bearing deposits in other banks, federal funds sold and securities purchased under resale agreements											$	9,498,189	$	—		$	—	$	—	$	9,498,189
Investment securities(1)											26,240		1,996			741		199,807		228,784
Total variable loans	18,252,896		80,080		13,745		—		18,346,721		$	22,088,960	$	147,171		$	31,047	$	320,472	$	22,587,650
Total fixed loans	496,354		1,439,840		704,826		534,427		3,175,447		222,103		1,369,185			222,653		891,668		2,705,609
Total loans(2)	18,749,250		1,519,920		718,571		534,427		21,522,168
Total loans(2)											22,311,063		1,516,356			253,700		1,212,140		25,293,259
Total interest sensitive assets	$	21,114,184	$	1,522,645	$	719,729	$	547,371	$	23,903,929	$	31,835,492	$	1,518,352		$	254,441	$	1,411,947	$	35,020,232
Liabilities:
Interest-bearing customer deposits	$	10,285,519	$	—	$	—	$	—	$	10,285,519	$	14,555,287	$	—		$	—	$	—	$	14,555,287
CDs & IRAs	178,361		313,556		40,075		544		532,536		164,539		274,333			50,566		4,885		494,323
Traditional brokered deposits	—		—		—		—		—		1,049,585		1,614,765			—		—		2,664,350
Total interest-bearing deposits	10,463,880		313,556		40,075		544		10,818,055		15,769,411		1,889,098			50,566		4,885		17,713,960
Repurchase agreements, Federal funds purchased, FHLB borrowings, line of credit	2,583,496		—		—		—		2,583,496
Repurchase agreements, federal funds purchased, FHLB borrowings											3,195,267		2,000,000			—		—		5,195,267
Subordinated notes	—		—		—		281,315		281,315		—		—			—		282,219		282,219
Trust preferred subordinated debentures	—		—		—		113,406		113,406		—		—			—		113,406		113,406
Total borrowings	2,583,496		—		—		394,721		2,978,217		3,195,267		2,000,000			—		395,625		5,590,892
Total interest sensitive liabilities	$	13,047,376	$	313,556	$	40,075	$	395,265	$	13,796,272	$	18,964,678	$	3,889,098		$	50,566	$	400,510	$	23,304,852
Gap	$	8,066,808	$	1,209,089	$	679,654	$	152,106	$	—
Cumulative Gap	8,066,808		9,275,897		9,955,551		10,107,657		10,107,657
GAP											$	12,870,814	$	(2,370,746	)	$	203,875	$	1,011,437	$	—
Cumulative GAP											$	12,870,814	$	10,500,068		$	10,703,943	$	11,715,380	$	11,715,380

Demand deposits									$	8,263,202										9,420,303
Stockholders’ equity									2,158,363											2,803,533
Total									$	10,421,565										$	12,223,836