false--12-31Q320192019-09-300000933141P3Y680000011100000000100000000547962315226588754796231522658872170001266000860009030006000470005300015400001200070002440005906000245780002294000278050001000010000115000000500000013750237501375023750P3YCumulative-effect adjustment to beginning retained earnings for fair value adjustments related to the reclassification of certain equity investments in accordance with ASU 2016-01, adopted as of January 1, 2018.Cumulative-effect adjustment to beginning retained earnings related to the recognition of pre-existing lease liabilities and previously deferred gains on sale-leaseback transactions in accordance with ASU 2016-02, adopted as of January 1, 2019.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2019~~March 31, 2020



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number 001-37532

IBERIABANK Corporation

(Exact name of registrant as specified in its charter)



Louisiana		72-1280718
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)



200 West Congress Street
Lafayette,	Louisiana	70501
(Address of principal executive office)		(Zip Code)

(337) 521-4003

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

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



Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐

		Emerging Growth Company	☐

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

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

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 $1.00 per share)	IBKC	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in	IBKCP	The NASDAQ Stock Market, LLC
a Share of 6.625% Perpetual Preferred Stock, Series B
Depositary Shares, Each Representing a 1/400th Interest in	IBKCO	The NASDAQ Stock Market, LLC
a Share of 6.60% Perpetual Preferred Stock, Series C
Depositary Shares, Each Representing a 1/400th Interest in	IBKCN	The NASDAQ Stock Market, LLC
a Share of 6.100% Perpetual Preferred Stock, Series D

At ~~October 31, 2019,~~April 30, 2020, the Registrant had ~~52,267,165~~52,663,861 shares of common stock, $1.00 par value, which were issued and outstanding.

IBERIABANK CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS




	Page
Part I. Financial Information

Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	4
Consolidated Statements of Comprehensive Income for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	5
Consolidated Statements of Shareholders’ Equity for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	7
Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~	98
Notes to Unaudited Consolidated Financial Statements	1110

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5552

Item 3. Quantitative and Qualitative Disclosures About Market Risk	8382

Item 4. Controls and Procedures	8382

Part II. Other Information	8482

Item 1. Legal Proceedings	8482

Item 1A. Risk Factors	8482

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	8486

Item 3. Defaults Upon Senior Securities	8586

Item 4. Mine Safety Disclosures	8586

Item 5. Other Information	8586

Item 6. Exhibits	8687

Signatures	8788

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets


	(unaudited)						(unaudited)
(in thousands, except share data)	September 30, 2019			December 31, 2018			March 31, 2020			December 31, 2019
Assets
Cash and due from banks	$	353,346		$	294,186		$	279,388		$	289,794
Interest-bearing deposits in other banks	577,587			396,267			665,674			604,929
Total cash and cash equivalents	930,933			690,453			945,062			894,723
Securities available for sale, at fair value	4,238,082			4,783,579			3,914,960			3,933,360
Securities held to maturity (fair values of $192,586 and $204,277, respectively)	185,007			207,446
Securities held to maturity (fair values of $186,396 and $189,899, respectively)							177,960			182,961
Mortgage loans held for sale, at fair value	255,276			107,734			207,845			213,357
Loans and leases, net of unearned income	23,676,537			22,519,815			24,541,632			24,021,499
Allowance for loan and lease losses	(146,235		)	(140,571		)	(286,685		)	(146,588		)
Loans and leases, net	23,530,302			22,379,244			24,254,947			23,874,911
Premises and equipment, net	298,309			300,507			297,551			296,688
Goodwill	1,235,533			1,235,533			1,235,533			1,235,533
Other intangible assets	79,143			88,736			72,140			77,168
Other assets	982,013			1,039,783			1,133,985			1,004,749
Total Assets	$	31,734,598		$	30,833,015		$	32,239,983		$	31,713,450
Liabilities
Deposits:
Non-interest-bearing	$	6,518,783		$	6,542,490		$	6,628,901		$	6,319,806
Interest-bearing	18,458,502			17,220,941			18,897,336			18,899,543
Total deposits	24,977,285			23,763,431			25,526,237			25,219,349
Short-term borrowings	498,049			1,482,882			390,747			204,208
Long-term debt	1,394,202			1,166,151			1,288,172			1,343,687
Other liabilities	581,762			364,274			687,720			609,472
Total Liabilities	27,451,298			26,776,738			27,892,876			27,376,716
Shareholders’ Equity
Preferred stock, $1 par value - 5,000,000 shares authorized
Non-cumulative perpetual, liquidation preference $10,000 per share; 23,750 and 13,750 shares issued and outstanding, respectively, including related surplus	228,485			132,097
Common stock, $1 par value - 100,000,000 shares authorized; 52,265,887 and 54,796,231 shares issued and outstanding, respectively	52,266			54,796
Non-cumulative perpetual, liquidation preference $10,000 per share; 23,750 shares issued and outstanding, including related surplus							228,485			228,485
Common stock, $1 par value - 100,000,000 shares authorized; 52,618,287 and 52,419,519 shares issued and outstanding, respectively							52,618			52,420
Additional paid-in capital	2,680,328			2,869,416			2,691,522			2,688,263
Retained earnings	1,268,278			1,042,718			1,263,298			1,322,805
Accumulated other comprehensive income (loss)	53,943			(42,750		)	111,184			44,761
Total Shareholders’ Equity	4,283,300			4,056,277			4,347,107			4,336,734
Total Liabilities and Shareholders’ Equity	$	31,734,598		$	30,833,015		$	32,239,983		$	31,713,450

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(unaudited)


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended March 31,
(in thousands, except per share data)	2019			2018		2019			2018			2020		2019
Interest and dividend income
Loans and leases, including fees	$	296,790		$	283,125	$	878,355		$	791,670		$	271,746	$	284,879
Mortgage loans held for sale, including fees	1,936			1,037		4,578			3,027			1,678		1,054
Taxable securities	27,883			27,113		93,461			79,058			23,481		33,916
Tax-exempt securities	2,049			2,680		6,399			8,154			1,921		2,209
Other	4,520			3,112		12,436			9,524			4,103		4,026
Total interest and dividend income	333,178			317,067		995,229			891,433			302,929		326,084
Interest expense
Deposits	70,753			44,401		196,854			108,804			63,676		60,235
Short-term borrowings	3,880			4,727		14,793			10,578			266		5,716
Long-term debt	9,212			8,714		28,426			23,824			8,645		9,649
Total interest expense	83,845			57,842		240,073			143,206			72,587		75,600
Net interest income	249,333			259,225		755,156			748,227			230,342		250,484
Provision for credit losses	8,986			11,384		33,504			27,290
Net interest income after provision for credit losses	240,347			247,841		721,652			720,937
Provision for expected credit losses												68,971		13,763
Net interest income after provision for expected credit losses												161,371		236,721
Non-interest income
Mortgage income	17,432			12,729		47,725			36,045			23,245		11,849
Service charges on deposit accounts	13,209			13,520		38,866			39,378			12,525		12,810
Title revenue	7,170			6,280		19,290			18,153			5,936		5,225
Commission income												4,191		4,664
Broker commissions	1,800			2,627		5,797			7,244			2,127		1,953
ATM and debit card fee income	2,948			2,470		8,562			8,028			2,838		2,582
Credit card and merchant-related income	3,400			3,114		10,037			9,347			3,295		3,411
Trust department income	4,281			3,993		12,836			11,662			4,226		4,167
Income from bank owned life insurance	1,760			1,744		5,307			4,287			1,822		1,797
Securities gains (losses), net	27			—		(987		)	(56		)
Commission income	4,533			3,027		12,160			6,534
Other non-interest income	7,114			3,583		15,415			10,971			4,451		4,051
Total non-interest income	63,674			53,087		175,008			151,593			64,656		52,509
Non-interest expense
Salaries and employee benefits	103,257			101,159		304,928			313,190			102,545		98,296
Net occupancy and equipment	21,316			18,889		58,879			58,867			19,984		18,564
Communication and delivery	3,634			3,773		10,931			11,888			3,677		3,700
Marketing and business development	3,163			4,068		10,651			13,715			3,710		4,118
Computer services expense	9,638			9,036		28,178			30,738			10,167		9,157
Professional services	6,323			5,519		17,017			20,070			5,322		4,450
Credit and other loan related expense	4,532			4,830		11,532			14,313
Credit and other loan-related expense												3,643		2,859
Insurance	4,825			6,536		13,276			20,587			4,559		4,186
Travel and entertainment	2,185			1,846		7,353			7,880			2,740		2,430
Amortization of acquisition intangibles	4,410			5,382		14,205			16,595			4,187		5,009
Impairment of long-lived assets and other (gains) losses	(309		)	467		1,251			24,924
Impairment of long-lived assets and other losses												3,317		1,064
Other non-interest expense	9,688			7,557		22,832			21,143			13,576		4,920
Total non-interest expense	172,662			169,062		501,033			553,910			177,427		158,753
Income before income tax expense	131,359			131,866		395,627			318,620			48,600		130,477
Income tax expense	31,509			30,401		94,048			78,410
Net income	99,850			101,465		301,579			240,210
Less: Preferred stock dividends	3,599			3,599		8,146			8,146
Net income available to common shareholders	$	96,251		$	97,866	$	293,433		$	232,064


Income tax expense													12,175		30,346
Net income													36,425		100,131
Less: Preferred stock dividends													3,598		3,598
Net income available to common shareholders													$	32,827	$	96,533

Income available to common shareholders - basic	$	96,251		$	97,866		$	293,433		$	232,064		$	32,827	$	96,533
Less: Earnings allocated to unvested restricted stock	874			908			2,806			2,341			367		933
Earnings allocated to common shareholders	$	95,377		$	96,958		$	290,627		$	229,723		$	32,460	$	95,600
Earnings per common share - basic	$	1.83		$	1.74		$	5.47		$	4.17		$	0.62	$	1.76
Earnings per common share - diluted	1.82			1.73			5.43			4.14			0.62		1.75
Cash dividends declared per common share	0.45			0.39			1.31			1.15			0.47		0.43
Comprehensive income
Net income	$	99,850		$	101,465		$	301,579		$	240,210		$	36,425	$	100,131
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period (net of tax effects of $2,294, $5,906, $27,805, and $24,578, respectively)	6,975			(22,220		)	93,491			(92,460		)
Less: Reclassification adjustment for gains (losses) included in net income (net of tax effects of $7, $0, $244, and $12, respectively)	20			—			(743		)	(44		)
Unrealized gains (losses) on securities, net of tax	6,955			(22,220		)	94,234			(92,416		)
Unrealized gains on securities:
Unrealized holding gains arising during the period (net of tax effects of $17,342 and $10,675, respectively)													56,424		41,408
Unrealized gains on securities, net of tax													56,424		41,408
Fair value of derivative instruments designated as cash flow hedges:
Change in fair value of derivative instruments designated as cash flow hedges during the period (net of tax effects of $86, $217, $903, and $1,266, respectively)	(264		)	818			1,992			4,762
Less: Reclassification adjustment for gains (losses) included in net income (net of tax effects of $53, $6, $154, and $47, respectively)	(162		)	(22		)	(467		)	(178		)
Change in fair value of derivative instruments designated as cash flow hedges during the period (net of tax effects of $3,209 and $471, respectively)													10,441		(2,185		)
Less: Reclassification adjustment for gains (losses) included in net income (net of tax effects of $136 and $75, respectively)													442		(227		)
Fair value of derivative instruments designated as cash flow hedges, net of tax	(102		)	840			2,459			4,940			9,999		(1,958		)
Other comprehensive income (loss), net of tax	6,853			(21,380		)	96,693			(87,476		)	66,423		39,450
Comprehensive income	$	106,703		$	80,085		$	398,272		$	152,734		$	102,848	$	139,581

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

(unaudited)


	For the Nine Months Ended																							For the Three Months Ended
									Additional Paid-In Capital				Retained Earnings				Accumulated Other Comprehensive Income (Loss)				Total														Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	Preferred Stock			Common Stock								Preferred Stock												Common Stock
(in thousands, except share and per share data)	Shares	Amount		Shares		Amount						Shares								Amount					Shares			Amount
Balance, December 31, 2017	13,750	$	132,097	53,872,272		$	53,872					$				2,787,484				$			769,226			$	(45,888	)	$	3,696,791
Cumulative-effect adjustment due to the adoption of ASU 2016-01 ⁽¹⁾	—	—		—		—						—				(345		)		—				(345		)
Balance, December 31, 2018																								13,750			$	132,097		54,796,231		$	54,796		$	2,869,416		$	1,042,718		$	(42,750	)	$	4,056,277
Cumulative-effect adjustment due to the adoption of ASU 2016-02 ⁽¹⁾																								—			—			—		—			—			1,847			—			1,847
Net income	—	—		—		—			—					240,210				—				240,210			—			—			—		—			—			100,131			—			100,131
Other comprehensive income (loss)	—	—		—		—			—				—				(87,476		)		(87,476		)	—			—			—		—			—			—			39,450			39,450
Cash dividends declared, $1.15 per share	—	—		—		—			—				(64,288		)		—				(64,288		)
Cash dividends declared, $0.43 per share																								—			—			—		—			—			(23,457		)	—			(23,457		)
Preferred stock dividends	—	—		—		—			—				(8,146		)		—				(8,146		)	—			—			—		—			—			(3,598		)	—			(3,598		)
Common stock issued under incentive plans, net of shares surrendered in payment	—	—		109,983		110			(3,252		)		—				—				(3,142		)
Common stock issued for acquisitions	—	—		2,787,773		2,788			211,871				—				—				214,659
Common stock repurchases	—	—		(763,210	)	(763		)	(60,283		)		—				—				(61,046		)
Share-based compensation expense	—	—		—		—			15,144				—				—				15,144
Balance, September 30, 2018	13,750	$	132,097	56,006,818		$	56,007		$	2,950,964			$	936,657			$	(133,364	)		$	3,942,361

Balance, December 31, 2018	13,750	$	132,097	54,796,231		$	54,796		$	2,869,416			$	1,042,718			$	(42,750	)		$	4,056,277
Cumulative-effect adjustment due to the adoption of ASU 2016-02 ⁽²⁾	—	—		—		—			—				1,847				—				1,847
Net income	—	—		—		—			—				301,579				—				301,579
Other comprehensive income (loss)	—	—		—		—			—				—				96,693				96,693
Cash dividends declared, $1.31 per share	—	—		—		—			—				(69,720		)		—				(69,720		)
Preferred stock dividends	—	—		—		—			—				(8,146		)		—				(8,146		)
Preferred stock issued	10,000	96,388		—		—			—				—				—				96,388
Common stock issued under incentive plans, net of shares surrendered in payment	—	—		169,656		170			(4,348		)		—				—				(4,178		)	—			—			142,954		143			(4,588		)	—			—			(4,445		)
Common stock repurchases	—	—		(2,700,000	)	(2,700		)	(202,040		)		—				—				(204,740		)	—			—			(387,921	)	(388		)	(29,558		)	—			—			(29,946		)
Share-based compensation expense	—	—		—		—			17,300				—				—				17,300			—			—			—		—			5,572			—			—			5,572
Balance, September 30, 2019	23,750	$	228,485	52,265,887		$	52,266		$	2,680,328			$	1,268,278			$	53,943			$	4,283,300
Balance, March 31, 2019																								13,750			$	132,097		54,551,264		$	54,551		$	2,840,842		$	1,117,641		$	(3,300	)	$	4,141,831

Balance, December 31, 2019																								23,750			$	228,485		52,419,519		$	52,420		$	2,688,263		$	1,322,805		$	44,761		$	4,336,734
Cumulative-effect adjustment due to the adoption of ASU 2016-13 ⁽²⁾																								—			—			—		—			—			(67,605		)	—			(67,605		)
Net income																								—			—			—		—			—			36,425			—			36,425
Other comprehensive income (loss)																								—			—			—		—			—			—			66,423			66,423
Cash dividends declared, $0.47 per share																								—			—			—		—			—			(24,729		)	—			(24,729		)
Preferred stock dividends																								—			—			—		—			—			(3,598		)	—			(3,598		)
Common stock issued under incentive plans, net of shares surrendered in payment																								—			—			198,768		198			(3,773		)	—			—			(3,575		)
Share-based compensation expense																								—			—			—		—			7,032			—			—			7,032
Balance, March 31, 2020																								23,750			$	228,485		52,618,287		$	52,618		$	2,691,522		$	1,263,298		$	111,184		$	4,347,107

⁽¹⁾

Cumulative-effect adjustment to beginning retained earnings for fair value adjustments related to the reclassification of certain equity investments in accordance with ASU 2016-01, adopted as of January 1, 2018.

⁽²⁾

Cumulative-effect adjustment to beginning retained earnings related to the recognition of pre-existing lease liabilities and previously deferred gains on sale-leaseback transactions in accordance with ASU 2016-02, adopted as of January 1, 2019.

⁽²⁾

Cumulative-effect adjustment to beginning retained earnings related to the adoption of the current expected credit loss (CECL) methodology for estimating credit losses in accordance with ASU 2016-13, adopted as of January 1, 2020.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

For the Three Months Ended
Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Preferred Stock Common Stock
(in thousands, except share and per share data) Shares Amount Shares Amount
Balance, June 30, 2018 13,750
$ 132,097
56,390,387
$ 56,390
$ 2,976,833
$ 860,073
$ (111,984 ) $ 3,913,409
Net income —
—
—
—
—
101,465
—
101,465
Other comprehensive income (loss) —
—
—
—
—
—
(21,380 ) (21,380 )
Cash dividends declared, $0.39 per share —
—
—
—
—
(21,282 ) —
(21,282 )
Preferred stock dividends —
—
—
—
—
(3,599 ) —
(3,599 )
Common stock issued under incentive plans, net of shares surrendered in payment —
—
(20,359 ) (20 ) (1,020 ) —
—
(1,040 )
Common stock repurchases —
—
(363,210 ) (363 ) (30,013 ) —
—
(30,376 )
Share-based compensation expense —
—
—
—
5,164
—
—
5,164
Balance, September 30, 2018 13,750
$ 132,097
56,006,818
$ 56,007
$ 2,950,964
$ 936,657
$ (133,364 ) $ 3,942,361

Balance, June 30, 2019 23,750
$ 228,485
52,805,461
$ 52,805
$ 2,714,074
$ 1,195,546
$ 47,090
$ 4,238,000
Net income —
—
—
—
—
99,850
—
99,850
Other comprehensive income (loss) —
—
—
—
—
—
6,853
6,853
Cash dividends declared, $0.45 per share —
—
—
—
—
(23,519 ) —
(23,519 )
Preferred stock dividends —
—
—
—
—
(3,599 ) —
(3,599 )
Common stock issued under incentive plans, net of shares surrendered in payment —

12,656
13
257
—
—
270
Common stock repurchases —
—
(552,230 ) (552 ) (39,464 ) —
—
(40,016 )
Share-based compensation expense —
—
—
—
5,461
—
—
5,461
Balance, September 30, 2019 23,750
$ 228,485
52,265,887
$ 52,266
$ 2,680,328
$ 1,268,278
$ 53,943
$ 4,283,300

~~The accompanying Notes are an integral part of these Consolidated Financial Statements.~~

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
(in thousands)	2019			2018			2020			2019
Cash Flows from Operating Activities
Net income	$	301,579		$	240,210		$	36,425		$	100,131
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion, including amortization of purchase accounting adjustments and market value adjustments	5,638			(1,644		)	8,427			4,018
Provision for credit losses	33,504			27,290
Provision for expected credit losses							68,971			13,763
Share-based compensation expense - equity awards	17,300			15,144			7,032			5,572
(Gain) loss on sale of OREO and long-lived assets, net of impairment	(1,657		)	6,831			(956		)	278
Securities losses, net	987			56
(Gain) loss on early termination of FDIC loss share agreements	—			(2,708		)
Cash paid for early termination of FDIC loss share agreements	—			(5,637		)
Deferred income tax expense	29,407			31,348			8,529			17,861
Originations of mortgage loans held for sale	(1,443,094		)	(1,139,117		)	(533,032		)	(326,244		)
Proceeds from sales of mortgage loans held for sale	1,347,850			1,260,962			563,199			320,853
Realized and unrealized (gain) on mortgage loans held for sale, net	(52,873		)	(35,244		)
Realized and unrealized gain on mortgage loans held for sale, net							(24,656		)	(11,593		)
Other operating activities, net	200,074			(36,390		)	(43,782		)	152,430
Net Cash Provided by Operating Activities	438,715			361,101			90,157			277,069
Cash Flows from Investing Activities
Proceeds from sales of securities available for sale	299,513			18,867
Proceeds from maturities, prepayments and calls of securities available for sale	549,747			493,095			242,074			136,627
Purchases of securities available for sale, net of securities available for sale acquired	(199,321		)	(711,258		)
Purchases of securities available for sale							(156,706		)	(179,565		)
Proceeds from maturities, prepayments and calls of securities held to maturity	20,353			11,464			4,316			7,787
Purchases of equity securities, net of equity securities acquired	(15,154		)	(21,090		)
Purchases of equity securities							—			(14,753		)
Proceeds from sales of equity securities	25,741			70,371			—			3,637
Increase in loans, net of loans acquired	(1,135,759		)	(767,715		)
Increase in loans							(517,085		)	(446,284		)
Proceeds from sales of premises and equipment	1,149			5,698			402			91
Purchases of premises and equipment, net of premises and equipment acquired	(17,030		)	(11,575		)
Purchases of premises and equipment							(7,065		)	(3,182		)
Proceeds from dispositions of OREO	9,471			12,166			12,237			1,980
Cash paid for additional investment in tax credit entities	(6,060		)	(6,059		)	(673		)	(2,828		)
Cash received for acquisition of a business, net of cash paid	—			99,318
Purchase of bank owned life insurance policies	—			(50,000		)
Other investing activities, net	999			595			(100		)	—
Net Cash Used in Investing Activities	(466,351		)	(856,123		)	(422,600		)	(496,490		)
Cash Flows from Financing Activities
Increase in deposits, net of deposits acquired	1,213,854			662,680
Increase in deposits							306,888			328,631
Net change in short-term borrowings	(984,833		)	251,422			186,539			(376,751		)
Proceeds from long-term debt, net of long-term debt acquired	500,000			927,884
Proceeds from long-term debt							—			400,000
Repayments of long-term debt	(271,562		)	(1,361,482		)	(55,430		)	(90,560		)
Cash dividends paid on common stock	(68,667		)	(62,937		)	(48,042		)	(22,466		)
Cash dividends paid on preferred stock	(8,146		)	(8,146		)	(3,598		)	(3,598		)
Net share-based compensation stock transactions	(4,178		)	(3,142		)	(3,575		)	(4,445		)
Payments to repurchase common stock	(204,740		)	(61,046		)	—			(29,946		)
Net proceeds from issuance of preferred stock	96,388			—
Net Cash Provided by Financing Activities							382,782			200,865
Net Increase (Decrease) In Cash and Cash Equivalents							50,339			(18,556		)
Cash and Cash Equivalents at Beginning of Period							894,723			690,453
Cash and Cash Equivalents at End of Period							$	945,062		$	671,897

Net Cash Provided by Financing Activities 268,116
345,233
Net Increase (Decrease) In Cash and Cash Equivalents 240,480
(149,789 )
Cash and Cash Equivalents at Beginning of Period 690,453
625,724
Cash and Cash Equivalents at End of Period $ 930,933
$ 475,935

Supplemental Schedule of Non-cash Activities
Acquisition of real estate in settlement of loans $ 6,023
$ 13,066
Common stock issued in acquisitions $ —
$ 214,659
Supplemental Disclosures
Cash paid for interest on deposits and borrowings, net of acquired $ 235,888
$ 137,727
Cash paid for income taxes $ 57,287
$ 34,968
Cash received from income tax refunds $ 178,288

$ 364



Supplemental Schedule of Non-cash Activities
Acquisition of real estate in settlement of loans	$	524	$	2,727
Supplemental Disclosures
Cash paid for:
Interest on deposits and borrowings	$	76,890	$	71,010

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1 - DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND CHANGES IN SIGNIFICANT ACCOUNTING POLICIES

IBERIABANK Corporation is a financial holding company based in Lafayette, Louisiana. The accompanying unaudited consolidated financial statements include the accounts of IBERIABANK Corporation and its consolidated subsidiaries (the ~~"Company")~~Company). Through its subsidiaries, the Company provides a full range of commercial and consumer banking services, including private banking, small business, wealth and trust management, retail brokerage, mortgage, commercial leasing and equipment financing, and title insurance services through locations in Louisiana, Arkansas, Tennessee, Alabama, Texas, Florida, Georgia, South Carolina, North Carolina, Mississippi, Missouri, and New York.

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes necessary for complete financial statements in accordance with GAAP. In the opinion of management, the accompanying unaudited consolidated financial statements contain all the significant adjustments, consisting of normal and recurring items, considered necessary for fair presentation. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes in the Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year.

All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts reported in prior periods have been reclassified to conform to the current period presentation. See the Glossary of Defined Terms included in this Report for terms used herein.

Pending Merger

As previously disclosed, on November 3, 2019, the Company entered into a merger agreement to combine with First Horizon National Corporation (First Horizon) in an all-stock merger of equals. On April 24, 2020, the Company received shareholder approval for the merger. The merger is expected to be completed in the second quarter of 2020, pending receipt of the remaining regulatory approvals and other customary closing conditions.

Changes in Significant Accounting Policies

On January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (ASC 326) which significantly changed the measurement of credit losses for certain financial investments, such as loans (including unfunded loan commitments) and investment securities. See Note, 2, Recent Accounting Pronouncements, in the accompanying consolidated financial statements for a complete discussion. The adoption of ASC 326 impacts the accounting policies for the following: Investment Securities; Loans and Leases; and Allowance for Expected Credit Losses. Other than the accounting policy updates below, there have been no changes to the accounting policies as described in the Company’s 2019 Form 10-K.

Investment Securities

Management determines the appropriate accounting classification of debt and equity securities at the time of acquisition and re-evaluates such designations at least quarterly. Debt securities that management has the ability and intent to hold to maturity are classified as HTM and carried at cost, adjusted for amortization of premiums and accretion of discounts using methods approximating the interest method. Securities acquired with the intent of recognizing short-term profits or which are actively bought and sold are classified as trading securities and reported at fair value. Securities not classified as HTM or trading are classified as AFS and reported at fair value. The Company evaluates its investment securities portfolio for impairment on a quarterly basis as follows:

HTM Securities: The Company maintains an allowance for expected credit losses appropriate to absorb estimated lifetime credit losses for HTM securities where there is a risk of credit loss. HTM securities where there is a risk of credit loss are segmented by credit rating and duration and an allowance for expected credit losses is calculated based on external historical loss data, taking into consideration management’s forecast of future economic conditions. The allowance of expected credit losses, if required, is recognized on the consolidated balance sheet with a corresponding adjustment to earnings.

AFS Securities: Declines in the fair value of individual AFS securities below their amortized cost basis are reviewed to determine if the decline is due to credit-related factors. Impairment that is not credit-related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for expected credit losses on the consolidated balance sheet with a corresponding adjustment to earnings. However, if the Company intends to sell the impaired AFS security or it is more likely than not that the Company will be required to sell such a security before recovering the amortized cost basis of the security, the AFS security’s amortized cost basis is reduced by the decline in fair value with the entire credit loss recognized in the consolidated statement of income.

Prior to January 1, 2020, investment securities were evaluated for indicators of other than temporary impairment (OTTI) on a quarterly basis. Declines in the fair value of individual HTM and AFS securities below their amortized cost basis were reviewed to determine whether the declines were other than temporary. In estimating OTTI losses, management considered 1) the length of time and the extent to which the fair value had been less than the amortized cost basis, 2) the financial condition and near-term prospects of the issuer, 3) its intent to sell and whether it was more likely than not that the Company would be required to sell those securities before the anticipated recovery of the amortized cost basis, and 4) for debt securities, the recovery of contractual principal and interest. For securities that the Company did not expect to sell, or it was not more likely than not it would be required to sell prior to recovery of its amortized cost basis, the credit component of an OTTI was recognized in earnings and the non-credit component was recognized in OCI. For securities that the Company did expect to sell, or it was more likely than not that it would be required to sell prior to recovery of its amortized cost basis, both the credit and non-credit component of an OTTI were recognized in earnings. Subsequent to recognition of OTTI, an increase in expected cash flows was recognized as a yield adjustment over the remaining expected life of the security based on an evaluation of the nature of the increase.

Other equity securities primarily consist of stock acquired for regulatory purposes, such as Federal Home Loan Bank stock and Federal Reserve Bank stock and are included in “other assets."

Gains or losses on securities sold are recorded on the trade date, using the specific identification method.

Loans and Leases

Loans

The Company offers commercial and consumer loans for its customers. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost, which represents the principal amount outstanding less charge-offs, net of any unearned income, unamortized net loan origination fees and direct costs on originated loans, and net premiums or discounts on acquired loans. Interest income is accrued as earned over the term of the loans based on the principal balance outstanding. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield. Accrued interest is reported within other assets in the consolidated balance sheet.

Acquired loans are recorded at fair value on the acquisition date. The determination of fair value includes credit risk assumptions and any resulting credit discounts as well as estimates related to discount rates, expected prepayments, and the amount and timing of undiscounted expected principal, interest, and other cash flows. Additionally, at the time of acquisition, acquired loans are classified as either purchased credit deteriorated (PCD) or non-purchased credit deteriorated (non-PCD). Acquired loans which have experienced more-than-insignificant deterioration in credit since origination are classified as PCD Loans. All acquired loans not considered to be purchased credit deteriorated loans are classified as acquired non-PCD Loans. An initial allowance for expected credit losses (AECL) is established at the acquisition date for acquired loans and the classification of PCD or non-PCD determines how the initial AECL is recorded. For PCD Loans, the AECL is recorded with a corresponding increase to the amortized cost basis of the loan by reducing the purchase premium or discount recognized on the acquired loan. For acquired non-PCD loans, the AECL is recorded with a corresponding charge to earnings. Subsequent to acquisition, the AECL for both PCD Loans and acquired non-PCD loans is determined using the same methodology as originated loans. The non-credit related purchase premium or discount on acquired loans is amortized or accreted to income over the estimated life of the loans as an adjustment to yield using the effective interest rate calculated at the acquisition date.

Prior to January 1, 2020, acquired loans that reflected credit deterioration since origination to the extent that it was probable that the Company would be unable to collect all contractually required payments were classified as purchased impaired loans (“acquired impaired loans”). All other acquired loans were classified as purchased non-impaired loans (“acquired non-impaired loans”). At the time of acquisition, acquired impaired loans were accounted for individually or aggregated into loan pools with similar characteristics. From these pools, the Company used certain loan information to estimate the expected cash flows for each loan pool. For acquired impaired loans, the expected cash flows at the acquisition date in excess of the fair value of loans were recorded as interest income over the life of the loans using a level yield method if the timing and amount of future cash flows was reasonably estimable. For acquired non-impaired loans, the difference between the fair value and unpaid principal balance of the loan at acquisition, referred to as a purchase premium or discount, was amortized or accreted to income over the estimated life of the loans as an adjustment to yield. Subsequent to acquisition, the Company performed cash flow re-estimations at least quarterly for each acquired impaired loan or loan pool. Increases in estimated cash flows above those expected at the time of acquisition were recognized on a prospective basis as interest income over the remaining life of the loan and/or pool. Decreases in expected cash flows subsequent to acquisition generally resulted in recognition of a provision for credit loss. The measurement of cash flows involved several assumptions and judgments, including prepayments, default rates and loss severity among other factors. All of these factors were inherently subjective and significant changes in the cash flow estimations could result over the life of the loan.

Leases

The Company leases equipment to commercial customers primarily through direct financing and sales-type leases. Equipment financing leases are reported at the net lease investment, which represents the sum of minimum lease payments over the lease term and the estimated residual value, less unearned interest income. Interest income is accrued as earned over the term of the lease based on the net investment in leases. Fees incurred to originate the lease are deferred and recognized as an adjustment of the yield on the lease.

Portfolio Segmentation

The Company’s loan portfolio is disaggregated into two portfolio segments: commercial loans and leases and consumer loans. The Company further disaggregates the commercial loans and leases and the consumer loans portfolio segment into receivable classes for purposes of monitoring and assessing credit quality. Receivable classes within the commercial loan and lease portfolio segment include commercial real estate-construction, commercial real estate-owner occupied, commercial real estate-non-owner occupied, and commercial and industrial, which includes equipment financing leases. Receivable classes within the consumer loan portfolio segment include residential mortgage, home equity, and other consumer.

Prior to January 1, 2020, the Company’s loan portfolio was disaggregated into three portfolio segments: commercial, residential mortgage, and consumer and other loans. Receivable classes within the commercial loan portfolio segment included commercial real estate-construction, commercial real estate-owner-occupied, commercial real estate-non-owner occupied, and commercial and industrial. Receivable classes within the consumer and other loans portfolio segment included home equity, indirect automobile, credit card and other.

Troubled Debt Restructurings

The Company periodically grants concessions to its customers in an attempt to protect as much of its investment as possible and minimize risk of loss. These concessions may include restructuring the terms of a loan to alleviate the burden of the customer’s near-term cash requirements. In order to be classified as a TDR, the Company must conclude that the restructuring constitutes a concession and the customer is experiencing financial difficulties. The Company defines a concession to the customer as a modification of existing terms for economic or legal reasons that it would otherwise not consider. The concession is either granted through an agreement with the customer or is imposed by a court of law. Concessions include modifying original loan terms to reduce or defer cash payments required as part of the loan agreement, including but not limited to:

a reduction of the stated interest rate for the remaining original life of the loan,

extension of the maturity date or dates at a stated interest rate lower than the current market rate for new loans with similar risk characteristics,

reduction of the face amount or maturity amount of the loan as stated in the agreement, or

reduction of accrued interest receivable on the loan.

In its determination of whether the customer is experiencing financial difficulties, the Company considers numerous indicators, including, but not limited to:

whether the customer is currently in default on its existing loan(s), or is in an economic position where it is probable the customer will be in default on its loan(s) in the foreseeable future without a modification,

whether the customer has declared bankruptcy,

whether there is substantial doubt about the customer’s ability to continue as a going concern,

whether, based on its projections of the customer’s current capabilities, the Company believes the customer’s future cash flows will be insufficient to service the loan, including interest, in accordance with the contractual terms of the existing agreement for the foreseeable future, and

whether the customer cannot obtain sufficient funds from other sources at an effective interest rate equal to the current market rate for a similar loan for a non-troubled debtor.

If the Company concludes that both a concession has been granted and the customer is experiencing financial difficulties, the Company identifies the loan as a TDR. Prior to January 2020, all TDRs were considered impaired loans and acquired impaired loans accounted for within pools were not reviewed for TDR classification if modified.

Non-accrual and Past Due Loans and Leases (Including Loan Charge-offs)

Loans and leases are generally considered past due when contractual payments of principal and interest have not been received within 30 days after the contractual due date. Residential mortgage loans are considered past due when contractual payments have not been received for two consecutive payment dates.

Loans and leases are placed on non-accrual status when any of the following occur: 1) the loan or lease is maintained on a cash basis because of deterioration in the financial condition of the borrower; 2) collection of the full contractual amount of principal and interest is not expected even if the loan or lease is currently paying as agreed; or 3) when principal or interest has been in default for a period of 90 days or more, unless the loan or lease is both well-secured and in the process of collection. Factors considered in determining the collection of the full contractual amount of principal and interest include assessment of the borrower’s cash flow, valuation of underlying collateral, and the ability and willingness of guarantors to provide credit support. Certain commercial loans and leases are also placed on non-accrual status when payment is not past due and full payment of principal and interest is expected, but the Company has doubt about the borrower’s ability to comply with existing repayment terms. Consideration will be given to placing a loan or lease on non-accrual due to the deterioration of the debtor’s repayment ability, the repayment of the loan or lease becoming dependent on the liquidation of collateral, an existing collateral deficiency, the loan or lease being classified as "doubtful" or "loss," the client filing for bankruptcy, and/or foreclosure being initiated. For all commercial loans and leases, the determination of a borrower’s ability to make the required principal and interest payments is based on an examination of the borrower’s current financial statements, industry, management capabilities, and other qualitative factors. Loans and leases are evaluated for potential charge-off in accordance with the parameters discussed in the following paragraph or when the loan or lease is placed on non-accrual status, whichever is earlier. Prior to January 1, 2020, acquired impaired loans were placed on non-accrual status when the Company could not reasonably estimate cash flows on the loan or loan pool.

Loans and leases within the commercial portfolio are generally evaluated for charge-off at 90 days past due, unless both well-secured and in the process of collection. Closed and open-end consumer loans and leases are evaluated for charge-off no later than 120 days past due. Any outstanding loan balance in excess of the fair value of the collateral less costs to sell is charged-off no later than 120 days past due for loans secured by real estate. For non-real estate secured loans and leases, in lieu of charging off the entire balance, loans or leases may be written down to the fair value of the collateral less costs to sell if repossession of collateral is assured and in process. Prior to January 1, 2020, acquired impaired loans were not generally evaluated for charge-off.

The accrual of interest, as well as the amortization/accretion of any remaining unamortized net deferred fees or costs and discount or premium, is discontinued at the time the loan or lease is placed on non-accrual status. Accrued but uncollected interest for all loans and leases that are placed on non-accrual status is generally reversed through interest income at 90 days past due.As accrued but uncollected interest is reversed on a timely basis, the Company does not estimate an AECL for accrued interest. Cash receipts received on non-accrual loans or leases are generally applied against principal until the loan or lease has been collected in full, after which time any additional cash receipts are recognized as interest income (i.e., cost recovery method). However, interest may be accounted for under the cash-basis method as long as the remaining recorded investment in the loan is deemed fully collectible.

Loans and leases are returned to accrual status when the borrower has demonstrated a capacity to continue payment of the debt (generally a minimum of six months of sustained repayment performance) and collection of contractually required principal and interest associated with the debt is reasonably assured. Additionally, for a non-accrual TDR to be returned to accrual status, a current, well-documented credit analysis is required and the borrower must have complied with all terms of the modification. At such time, the accrual of interest and amortization/accretion of any remaining unamortized net deferred fees or costs and discount or premium shall resume. Any interest income which was applied to the principal balance shall not be reversed and subsequently will be recognized as an adjustment to yield over the remaining life of the loan.

Individually Assessed Loans and Leases/Impaired Loans

When a loan or lease no longer shares risk characteristics with other loans or leases, it is individually assessed for impairment. While management considers a variety of factors in determining when a loan no longer shares risk characteristics with other loans, generally all TDR and non-accrual loans above certain thresholds are considered to meet this requirement and are individually assessed for impairment. Impairment losses are measured on a loan-by-loan basis for these commercial and consumer loans and leases, based on either the present value of expected future cash flows discounted at the loan or lease’s effective interest rate or the fair value of the collateral if the loan or lease is collateral-dependent. This measurement requires significant judgment and use of estimates, and the actual loss ultimately recognized by the Company may differ significantly from the estimates.

Prior to January 1, 2020, a loan was considered to be impaired when, based on current information and events, it was probable that the Company would be unable to collect the scheduled payments of principal and/or interest in accordance with the contractual terms of the loan agreement. Generally all TDRs regardless of the outstanding balance amount or portfolio classification, and all acquired impaired loans were considered to be impaired. Loans that experienced insignificant payment delays and payment shortfalls generally were not classified as impaired. Impairment losses were measured on a loan-by-loan basis for commercial and certain residential mortgage or consumer loans, based on either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan was collateral-dependent.

Allowance for Expected Credit Losses

Determination of the appropriate AECL involves a high degree of complexity and requires significant judgment regarding the credit quality of the loan portfolio and management’s view of future economic conditions. Several factors are taken into consideration in the determination of the overall AECL which include, but are not limited to, the overall risk profiles of the loan and lease portfolios, net charge-off experience, the level of loans and leases that require an individual assessment for impairment, the level of non-performing loans and leases, the level of 90 days past due loans and leases, the value of collateral, among other factors. The Company also considers forecasts of future national and regional economic conditions, overall asset quality trends, changes in lending practices and procedures, trends in the nature and volume of the loan portfolio (including the existence and effect of any portfolio concentrations), changes in experience and depth of lending staff, the Company’s legal, regulatory and competitive environment, and data availability and applicability that might impact the portfolio or the manner in which it estimates losses, risk rating accuracy, and risk identification.

The Company has developed multiple current expected credit loss models (ECL Models) which segment the Company’s loan and lease portfolio by borrower type (i.e. commercial and consumer) and loan or lease type to estimate lifetime expected credit losses for loans and leases that share similar risk characteristics. These ECL Models primarily use a probability-of-default methodology to estimate expected credit losses for all loan and lease commitments. Within each ECL Model, PDs and LGDs are established at the individual loan or lease commitment level based on various loan or lease specific characteristics. For commercial loans and leases, these characteristics include customer size, industry sector, geographic region, risk rating and collateral/property type, among others. For consumer loans, these characteristics include geographic region, loan size, customer size, fixed or variable rate, lien position, and FICO score, among others. The ECL Models use both internal and external historical loss data, as appropriate, for all available historical periods and a blend of multiple economic forecasts as approved by ALCO to estimate expected credit losses over a reasonable and supportable forecast period. The ECL Models then revert to longer term historical loss experience on a straight-line basis to arrive at lifetime expected credit losses. The selection of the economic forecasts, the forecast period and reversion period and methodology are reviewed and approved quarterly. The ECL Models also take into consideration the effects of prepayments and draw-down assumptions for any unfunded commitments, as applicable. Qualitative adjustments are incorporated into the ECL Model-based estimate of expected credit losses to accommodate for the imprecision of certain assumptions and uncertainties inherent in the calculation.

Loans or leases that no longer share similar risk characteristics with other loans or leases in the portfolio must be individually evaluated for impairment. For these loans and leases, the AECL is determined on an individual loan and lease commitment basis, taking into consideration facts and circumstances specific to each borrower. As discussed above, the AECL for individually assessed loans or leases is based on the difference between the recorded investment in the loan or lease and either the estimated net present value of projected cash flows or the estimated value of the collateral associated with a collateral-dependent loan, less cost to sell.

The overall AECL is allocated between the ALLL and the reserve for unfunded commitments based on the loan’s percentage funded and the future funding expectations of the loan.

Prior to January 1, 2020, the allowance for credit losses was maintained at a level appropriate to absorb estimated probable credit losses incurred in the loan portfolio, including unfunded commitments as of the consolidated balance sheet date. The manner in which the allowance for credit losses was determined was based on 1) the accounting method applied to the underlying loans and 2) whether the loan was required to be measured for impairment. The Company delineated between loans accounted for under the contractual yield method, legacy loans (originated loans), acquired non-impaired loans, and acquired impaired loans. Further, for legacy and acquired non-impaired loans, the Company attributed portions of the allowance for credit losses to loans and loan commitments that it measured individually, and groups of homogeneous loans and loan commitments that it measured collectively for impairment.

Prior to January 1, 2020, the allowance for loan losses for all impaired loans (excluding acquired impaired loans) was determined on an individual loan basis, considering the facts and circumstances specific to each borrower. The allowance was based on the difference between the recorded investment in the loan and generally either the estimated net present value of projected cash flows or the estimated value of the collateral associated with a collateral-dependent loan. The determination of the allowance for loan losses for acquired impaired loans prior to January 1, 2020 is further discussed in the “Loans” section of this footnote.

Prior to January 1, 2020, the allowance for loan losses for all non-impaired loans (excluding acquired impaired loans) was calculated based on pools of loans with similar characteristics. The pool-level allowance was calculated through the application of PD and LGD factors for each individual loan. PDs and LGDs were determined based on historical default and loss information for similar loans. For purposes of establishing estimated loss percentages for pools of loans that shared common risk characteristics, the Company’s loan portfolio was segmented by various loan characteristics including loan type, risk rating for commercial, Vantage or FICO score for residential mortgage and consumer, past due status for residential mortgage and consumer and call report code. The default and loss information was measured over an appropriate period for each loan pool and adjusted as deemed appropriate. Qualitative adjustments were incorporated into the pool-level analysis to accommodate for the imprecision of certain assumptions and uncertainties inherent in the calculation.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

Pronouncements adopted during the ~~nine months~~quarter ended ~~September 30, 2019:~~

~~ASU No. 2016-02, ASU No. 2018-11, ASU No. 2018-20, and ASU 2019-01~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (ASC 842)~~ which requires lessees to recognize ROU assets and lease liabilities on the balance sheet for most leases, including operating leases. The lessor accounting model was relatively unchanged by this ASU. Additional quantitative and qualitative disclosures are also required. During 2018 and early 2019, the FASB issued ASU No. 2018-11, ~~Targeted Improvements, ASU No. 2018-20,~~ ~~Narrow-Scope Improvements for Lessors, and ASU No. 2019-01,~~ ~~Codification Improvements, which clarified certain implementation issues, provided an additional optional transition method and clarified the disclosure requirements during the period of adopting ASC 842, among others.~~

The Company adopted ASU No. 2016-02 and the related ASUs discussed above effective January 1, 2019 using the optional transition method. The Company elected the package of practical expedients that does not require the reassessment of whether expired or existing contracts contain leases, the reassessment of the lease classification for any expired or existing leases, or the reassessment of initial direct costs for existing leases. Additionally, the Company did not elect the hindsight practical expedient.

The Company conducted a review of all existing lease contracts and service contracts which might contain embedded leases. Some of the Company’s leases contain variable lease payments, the majority of which depend on an index or rate, such as the Consumer Price Index. At transition, the present value of variable payments was based on the index or rate as of January 1, 2019. To determine the present value of lease payments at transition, the Company applied a portfolio approach utilizing an FHLB Advance rate based on the weighted average remaining term of the Company’s existing leases as of January 1, 2019. As a result of adopting ASC 842, the Company established an ROU asset and a lease liability as of January 1, 2019 of $94.2 million and $118.9 million, respectively. Additionally, as part of the adoption of ASC 842, $24.7 million in pre-existing liabilities were reclassified to the ROU asset on January 1, 2019. This resulted in a gross-up of the balance sheet of $94.2 million as a result of recognizing lease liabilities and corresponding right-of-use assets for operating leases. The adoption of ASC 842 also required the recognition of previously deferred gains on sale-leaseback transactions which resulted in an insignificant increase to retained earnings on January 1, 2019. The related impact on the Company’s regulatory capital ratios was not significant. The Company does not expect material changes to the recognition of lease expense in future periods as a result of the adoption of ASC 842. See Note 8, Leases, for additional disclosures required by ASC 842.

~~ASU No. 2018-16~~

~~In October 2018, the FASB released ASU No. 2018-16,~~ ~~Derivatives and Hedging (ASC 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes~~, which permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815 in addition to the interest rates on direct Treasury obligations of the UST, the LIBOR swap rate, the OIS Rate based on the Fed Funds Effective Rate, and the SIFMA Municipal Swap Rate.

The required effective date of this ASU was dependent upon when an entity adopted the provisions of ASU No. 2017-12. The Company adopted ASU No. 2018-16 effective January 1, 2019 on a prospective basis for qualifying new or redesignated hedging relations as ASU No. 2017-12 had previously been adopted on January 1, 2018. The implementation of this ASU did not have a significant impact on the Company’s consolidated financial statements.

~~ASU No. 2017-08~~

In March ~~2017, the FASB issued ASU No. 2017-08,~~ ~~Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities,~~ which shortens the amortization period for callable debt securities held at a premium to the earliest call date instead of the maturity date. The amendments do not require an accounting change for securities held at a discount, which will continue to be amortized to the maturity date.

~~The Company adopted ASU No. 2017-08 effective January 1, 2019. The adoption of the ASU did not have a material impact to the Company’s consolidated financial statements.~~

~~Pronouncements issued but not yet adopted:~~31, 2020:

ASU No. 2016-13, ASU No. 2019-04 (portion related to ASC 326), ASU No. 2019-05, ASU No. 2019-11, and ASU No. ~~2019-05~~2020-03

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial ~~Instruments~~.Instruments. The guidance, along with subsequent related updates issued during 2019, introduces an impairment model that is based on expected credit losses (ECL), rather than incurred losses, to estimate credit losses on certain types of financial instruments, such as loans and held-to-maturity (HTM) securities, including certain off-balance sheet financial instruments, such as loan commitments. The measurement of ECL should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments, over the contractual term. Financial instruments with similar risk characteristics must be grouped together when estimating ECL. ~~The ASU also~~In addition, ASC 326 expands credit quality disclosures.

ASC 326 also provides for a simplified accounting model for purchased financial assets with a more-than-insignificant amount of credit deterioration since their origination (purchased credit deteriorated). The initial estimate of expected credit losses for purchase credit deteriorated financial assets is recognized as an AECL with an offset (i.e., increase) to the cost basis of the related financial asset at acquisition.

Additionally, ~~ASU No. 2016-13~~ASC 326 amends the current AFS security impairment model for debt securities. The new model will require an estimate of ECL when the fair value is below the amortized cost of the asset. The credit-related impairment (and subsequent recoveries) are recognized as an allowance on the balance sheet with a corresponding adjustment to the income statement. Non-credit related losses will continue to be recognized through OCI.

~~In addition, ASU No. 2016-13 provides~~The Company adopted these ASUs as of January 1, 2020 through a cumulative-effect adjustment to opening retaining earnings.

Estimation Methodology

The estimate of expected credit losses ~~would~~is inherently subjective, as it requires management to exercise judgment in determining appropriate factors to be ~~recognized through an ALLL with an offset (i.e., increase)~~used to determine the ~~cost basis~~allowance. Following are some of the ~~related financial asset at acquisition.~~

ASU No. 2016-13 will be effective for fiscal years beginning after December 15, 2019, including interim periods. This ASU will be applied through a modified-retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. A prospective transition approach is required for debt securities for which OTTI had been recognized before the effective date. Amounts previously recognized in AOCI as of the date of adoption that relate to improvements in cash flows expected to be collected should continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption should be recorded in earnings when received.

~~During 2019, the FASB issued ASU No. 2019-04,~~ ~~Codification Improvements to Financial Instruments-Credit Losses (ASC 326), Derivatives and Hedging (ASC 815), and Financial Instruments (ASC 825),~~ ~~which clarified the scopeof ASU No. 2016-13 and addressed various issues, including accrued interest receivable balances, recoveries, variable interest rates and prepayments, and ASU No. 2019-05,~~ ~~Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which clarified certain implementation issues. The effective date for the portion of ASU No. 2019-04 related to credit losses and ASU No. 2019-05 are the same as ASU No. 2016-13.~~

The Company’s cross-function implementation team and engaged third-party consultants have jointly developed and continue to execute the project plan and provide implementation oversight. Significant progress has been made in implementation efforts, including model development and validation, fulfillment of additional data needs for new disclosure and reporting requirements, and drafting of accounting policies. In October 2019, user acceptance testing was completed and the Company began concurrent model runs. Implementation efforts will continue through the remainder of 2019, including continued process refinement, documentation enhancement, and finalization of the internal control framework.

Based on a preliminary analysis performed in the third quarter of 2019 and forecasts of macroeconomic conditions and exposures as of September 30, 2019, the transition adjustment on January 1, 2020 is estimated to generate an ACL to loans ratio of 1.00% to 1.20%. The Company currently intends to use a blend of multiple economic forecastsmost significant factors used to estimate expected credit losses under ASC 326:

Economic Forecasts: Management selected economic variables it believes to be the most relevant for estimating losses based on the composition of the loan and leases portfolio and customer base, including property values, employment and unemployment levels, oil prices and other key economic measures. The Company considers a variety of economic forecasts and selects multiple economic forecasts it believes represent future changes in macroeconomic conditions. The Company uses a blend of the selected economic forecasts to estimate credit losses.

Forecast Period: Management believes that it can reasonably forecast credit losses over ~~a one to two year~~an eighteen month period, taking into consideration historical information, current information, and reasonable and supportable economic forecasts. Management will re-evaluate the forecast period on a quarterly basis and ~~then revert~~may adjust the forecast period in response to changes in the economic environment and other factors.

Reversion Methodology: For contractual periods beyond the eighteen month forecast period, the Company reverts over a twelve-month period to longer term historical loss experience on a straight-line basis to arrive at lifetime expected credit losses. Management will re-evaluate the reversion methodology on a quarterly basis.

Credit losses for loans and leases which no longer share risk characteristics with other loans or leases, primarily non-accrual and TDR loans are individually assessed for impairment. A specific allowance is determined for these loans and leases determined using either the present value of expected cash flows or the fair value of the underlying collateral.

The ~~estimated~~AECL calculated by the ECL Models for the Company’s loan and lease portfolio is allocated between the ALLL and the reserve for unfunded commitments based on the loan’s percentage funded and future funding expectations of the loan.

The Company elected not to measure an allowance for expected credit losses for accrued interest as its reverses uncollectible accrued interest through interest income in a timely manner. Accrued interest will continue to be reported within other assets in the consolidated balance sheet. The Company did not elect the one-time fair value option transition expedient for financial instruments recorded at amortized cost. Additionally, the Company elected to discontinue the use of pools to account for purchased credit deteriorated financial assets.

ASC 326 also requires an estimate of expected credit losses on the HTM and AFS debt securities portfolios. Most of these portfolios consist of agency-backed securities that inherently have an immaterial risk of loss. For non-agency-backed HTM securities, the Company estimates expected credit losses by segmenting the portfolio by credit rating and duration and applying external historical loss data, taking into consideration management's forecast of future economic conditions, as discussed above. For non-agency-backed AFS securities where amortized cost exceeds fair value, the Company reviews each security to determine if any portion of the unrealized loss is credit-related.

Impact of Adoption

The impact of the adoption of ASC 326 on the Company's loan and lease portfolio was as follows:



(in thousands)	December 31, 2019		CECL Adoption			January 1, 2020
Allowance for Expected Credit Losses
Real estate - construction	$	9,993	$	3,332		$	13,325
Real estate - owner-occupied	16,115		(7,536		)	8,579
Real estate - non-owner occupied	38,170		28,859			67,029
Commercial & industrial	62,112		(14,656		)	47,456
Residential mortgage	10,209		71,264			81,473
Home equity	14,231		2,808			17,039
Other consumer loans	12,395		(1,752		)	10,643
Total	$	163,225	$	82,319		$	245,544

Retained Earnings
Increase in allowance for expected credit losses	$	82,319
Balance sheet reclassification	5,987
Total pre-tax effect	88,306
Tax effect	20,701
Decrease to retained earnings	$	67,605

The increase in ~~ACL is~~the AECL primarily ~~due~~relates to required increases for loans previously classified as acquired non-impaired. The AECL for residential mortgage ~~and home equity~~ loans increased due to ~~include~~ the requirement to estimate lifetime expected credit losses and the remaining length of time to maturity for these loans ~~as well as an increase in reserves on acquired non-impaired~~versus a loss emergence period. The AECL for non-owner-occupied commercial real estate loans ~~which had low reserve levels~~also increased reflecting higher LGDs under the ~~previous accounting guidance.~~

CECL model. The balance sheet reclassification represents the adjustment to the amortized cost basis of purchased credit deteriorated loans to reflect the addition of the allowance for expected credit losses at the date of adoption. At the time of adoption, the Company recognized the economy was vulnerable to major shocks, fiscal policy missteps, other geopolitical events and the outcome of the pending U.S. elections. The transition adjustment reflected the Company's view of a relatively stable macroeconomic environment over the next eighteen months. While ~~these ASUs are expected to increase ACL, they do~~ASC 326 results in a higher AECL, it does not change the overall credit risk in the ~~Company's~~Company’s loan and lease portfolios or the ultimate losses therein. The ~~transition adjustment~~Company expects future changes in the AECL to ~~increase ACL~~be more volatile under ASC 326 as the AECL in future periods will ~~primarily result~~be based on a variety of factors, including changes in ~~a decrease to shareholders' equity, net of income taxes, on January 1, 2020. The ultimate impact of~~loan and lease volumes, the ~~adoption of these ASUs will depend on the composition~~credit quality of the loan and lease ~~and securities portfolios, finalization of credit loss models, and macroeconomic conditions~~portfolio, and forecasts atof future economic conditions, which are outside of the Company’s control.

The adoption ~~date.~~

of ASC 326 for the Company’s HTM and AFS debt securities was not material.

ASU No. 2018-13

In August 2018, the FASB released ASU No. 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The ASU ~~will be~~is effective for fiscal years beginning after December 15, 2019, including interim periods, with early adoption permitted.

The Company ~~is currently evaluating the impact~~adopted ASU No. 2018-13 as of ~~the ASU.~~January 1, 2020. While adoption of this ASU will result in changes to existing disclosures, it ~~will~~did not have an impact on the Company’s financial position or results of operations.

ASU No. 2018-17

In October 2018, the FASB released ASU No. 2018-17, Consolidation (ASC 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, which improves the consistency of the application of the variable interest entity (VIE) related party guidance for common control arrangements. This ASU requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP) when determining whether a decision-making fee is a variable interest. ASU No. 2018-17 ~~will be~~is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. The guidance will be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented.

The Company ~~is currently evaluating the impact~~adopted ASU No. 2018-17 as of January 1, 2020. The adoption of the ASU ondid not have a material impact to the Company’s consolidated financial statements. Based on the Company’s invested interests at adoption, no transition adjustment was needed.

ASU No. 2019-04

In April 2019, the FASB released ASU No. 2019-04, Codification Improvements to Financial Instruments-Credit Losses (ASC 326), Derivatives and Hedging (ASC 815), and Financial Instruments (ASC 825). The amendments in the ASU improve the Codification by eliminating inconsistencies and providing clarifications. The amendments related to the credit losses standard are discussed above under ASU 2016-13.

With respect to hedge accounting, the ASU addresses partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements, among other things. For recognizing and measuring financial instruments, the ASU addresses the scope of the guidance, the requirement for re-measurement under ASC 820 when using the measurement alternative, certain disclosure requirements and which equity securities have to be ~~re-measured~~re- measured at historical exchange rates.

Since the Company early adopted the guidance in ASU No. 2017-12, Derivatives and Hedging ~~(Topic~~(ASC 815): Targeted Improvements to Accounting for Hedging Activitiesin 2018, the amended hedge accounting guidance in ASU No. 2019-04 ~~will be~~is effective as of the beginning of the first annual reporting period beginning after April 25, 2019 with early adoption permitted on any date after the issuance of this ASU.

The Company adopted ASU No. 2017-08 as of January 1, 2020. The adoption of the ASU did not have a material impact to the Company’s consolidated financial statements.

Pronouncements issued but not yet adopted:

ASU No. 2019-12

In December 2019, the FASB released ASU No. 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, as part of their initiative to reduce complexity in accounting standards. The ASU simplifies the accounting for income taxes by eliminating certain exceptions to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The ASU also simplifies aspects of the accounting for enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

ASU No. 2019-12 will be effective for fiscal years beginning after December 15, 2020, including interim periods, with early adoption permitted. The transition method for ASU No. 2019-12 varies between the simplification items. The Company is currently evaluating the impact of the ASU on the Company’s consolidated financial statements.

ASU No. 2020-01

In January 2020, the FASB released ASU No. 2020-01, Investments-Equity Securities (ASC 321), Investments- Equity Method and Joint Ventures (ASC 323), and Derivatives and Hedging (ASC 815): Clarifying the Interactions between ASC 321, ASC 323, and ASC 815, a consensus of the FASB’s Emerging Issues Task Force (EITF). The ASU clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under ASC 323 for the purposes of applying the measurement alternative in accordance with ASC 321 immediately before applying or upon discontinuing the equity method. The ASU also clarifies that, when determining the accounting for certain forward contracts and purchased options, a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option.

ASU No. 2020-01 will be effective for fiscal years beginning after December 15, 2020, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of the ASU on the Company’s consolidated financial statements.

ASU No. 2020-04

In March 2020, the FASB released ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides relief for entities preparing for discontinuation of interest rates such as LIBOR. The ASU provides optional expedients and exceptions to ease the accounting impacts associated with contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. For contracts, this ASU allows entities to account for certain contract modifications as a continuation of the existing contract without additional analysis. For hedging relationships, this ASU allows hedge accounting to continue when certain critical terms of a hedging relationship charge and assess effectiveness in ways that disregard certain potential sources of ineffectiveness. Additionally, the ASU allows entities to make a one-time sale and/or transfer of certain debt securities from held-to-maturity to available-for-sale or trading.

ASU No. 2020-04 is effective from the beginning of the interim period that includes March 12, 2020. An entity may elect to apply the ASU prospectively through December 31, 2022. The expedients and exceptions provided by the ASU do not apply to contract modifications made or hedging relationships entered into or evaluated after December 31, 2022, with certain exceptions for hedging relationships existing as of December 31, 2022. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

NOTE 3 – INVESTMENT SECURITIES

The following table summarizes the amortized cost and estimated fair ~~values~~value of ~~investment~~ securities ~~with~~available for sale and securities held to maturity as of March 31, 2020 and December 31, 2019, excluding accrued interest of $13.3 million and $15.1 million, respectively, which is included in other assets in the unaudited consolidated balance sheets, and the corresponding amounts of gross unrealized gains and losses ~~consisted of the following:~~recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses:


	September 30, 2019									March 31, 2020
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Securities available for sale:
U.S. Government-sponsored enterprise obligations	$	39,887	$	294	$	—		$	40,181	$	39,944	$	425	$	—		$	40,369
Obligations of state and political subdivisions	166,034		7,333		—			173,367		158,578		6,984		—			165,562
Mortgage-backed securities:
Residential agency	3,135,619		31,354		(3,930		)	3,163,043		2,797,087		82,191		(70		)	2,879,208
Commercial agency	732,669		24,239		(179		)	756,729		681,145		32,078		(13		)	713,210
Other securities	101,324		3,543		(105		)	104,762		113,621		3,230		(240		)	116,611
Total securities available for sale	$	4,175,533	$	66,763	$	(4,214	)	$	4,238,082	$	3,790,375	$	124,908	$	(323	)	$	3,914,960

										Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Estimated Fair Value
Securities held to maturity:
Obligations of state and political subdivisions	$	167,888	$	7,725	$	—		$	175,613	$	162,330	$	8,233	$	—		$	170,563
Mortgage-backed securities:
Residential agency	17,119		50		(196		)	16,973		15,630		210		(7		)	15,833
Total securities held to maturity	$	185,007	$	7,775	$	(196	)	$	192,586	$	177,960	$	8,443	$	(7	)	$	186,396


	December 31, 2018									December 31, 2019
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Securities available for sale:
U.S. Government-sponsored enterprise obligations	$	995	$	3	$	—		$	998	$	39,916	$	281	$	—		$	40,197
Obligations of state and political subdivisions	177,566		2,045		(723		)	178,888		160,873		7,607		—			168,480
Mortgage-backed securities:
Residential agency	3,837,584		8,886		(57,073		)	3,789,397		2,876,069		27,423		(3,836		)	2,899,656
Commercial agency	730,148		2,363		(14,799		)	717,712		704,661		17,202		(404		)	721,459
Other securities	97,020		351		(787		)	96,584		101,022		2,779		(233		)	103,568
Total securities available for sale	$	4,843,313	$	13,648	$	(73,382	)	$	4,783,579	$	3,882,541	$	55,292	$	(4,473	)	$	3,933,360

										Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses			Estimated Fair Value
Securities held to maturity:
Obligations of state and political subdivisions	$	188,684	$	309	$	(2,497	)	$	186,496	$	166,386	$	7,147	$	—		$	173,533
Mortgage-backed securities:
Residential agency	18,762		30		(1,011		)	17,781		16,575		30		(239		)	16,366
Total securities held to maturity	$	207,446	$	339	$	(3,508	)	$	204,277	$	182,961	$	7,177	$	(239	)	$	189,899

Securities with carrying values of ~~$2.1~~$2.4 billion and ~~$2.4~~$2.2 billion were pledged to support repurchase transactions, public funds deposits, and certain long-term borrowings at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Information pertaining to securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, was as follows:


	September 30, 2019															March 31, 2020
	Less Than Twelve Months					Twelve Months or More					Total					Less Than Twelve Months					Twelve Months or More					Total
(in thousands)	Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value
Securities available for sale:
Mortgage-backed securities:
Residential agency	$	(1,829	)	$	447,333	$	(2,101	)	$	299,396	$	(3,930	)	$	746,729	$	(70	)	$	8,684	$	—		$	—	$	(70	)	$	8,684
Commercial agency	(83		)	8,961		(96		)	10,994		(179		)	19,955		(13		)	5,039		—			—		(13		)	5,039
Other securities	(6		)	13,368		(99		)	4,802		(105		)	18,170		(152		)	19,848		(88		)	4,168		(240		)	24,016
Total securities available for sale	$	(1,918	)	$	469,662	$	(2,296	)	$	315,192	$	(4,214	)	$	784,854	$	(235	)	$	33,571	$	(88	)	$	4,168	$	(323	)	$	37,739

																Less Than Twelve Months					Twelve Months or More					Total
																Gross Unrecognized Losses			Estimated Fair Value		Gross Unrecognized Losses			Estimated Fair Value		Gross Unrecognized Losses			Estimated Fair Value
Securities held to maturity:
Mortgage-backed securities:
Residential agency	$	(2	)	$	924	$	(194	)	$	9,551	$	(196	)	$	10,475	$	—		$	46	$	(7	)	$	1,973	$	(7	)	$	2,019
Total securities held to maturity	$	(2	)	$	924	$	(194	)	$	9,551	$	(196	)	$	10,475	$	—		$	46	$	(7	)	$	1,973	$	(7	)	$	2,019


	December 31, 2018															December 31, 2019
	Less Than Twelve Months					Twelve Months or More					Total					Less Than Twelve Months					Twelve Months or More					Total
(in thousands)	Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value
Securities available for sale:
Obligations of state and political subdivisions	$	(9	)	$	4,112	$	(714	)	$	30,268	$	(723	)	$	34,380	$	—		$	590	$	—		$	—	$	—		$	590
Mortgage-backed securities:
Residential agency	(816		)	197,057		(56,257		)	2,193,862		(57,073		)	2,390,919		(1,893		)	441,332		(1,943		)	268,383		(3,836		)	709,715
Commercial agency	(43		)	18,190		(14,756		)	483,565		(14,799		)	501,755		(252		)	56,728		(152		)	10,301		(404		)	67,029
Other securities	(94		)	18,025		(693		)	32,577		(787		)	50,602		(133		)	13,241		(100		)	4,492		(233		)	17,733
Total securities available for sale	$	(962	)	$	237,384	$	(72,420	)	$	2,740,272	$	(73,382	)	$	2,977,656	$	(2,278	)	$	511,891	$	(2,195	)	$	283,176	$	(4,473	)	$	795,067


																Less Than Twelve Months					Twelve Months or More					Total
																Gross Unrecognized Losses			Estimated Fair Value		Gross Unrecognized Losses			Estimated Fair Value		Gross Unrecognized Losses			Estimated Fair Value
Securities held to maturity:
Obligations of state and political subdivisions	$	(3	)	$	2,059	$	(2,494	)	$	151,699	$	(2,497	)	$	153,758
Mortgage-backed securities:
Residential agency	—			—		(1,011		)	17,478		(1,011		)	17,478		$	(52	)	$	6,308	$	(187	)	$	9,074	$	(239	)	$	15,382
Total securities held to maturity	$	(3	)	$	2,059	$	(3,505	)	$	169,177	$	(3,508	)	$	171,236	$	(52	)	$	6,308	$	(187	)	$	9,074	$	(239	)	$	15,382

The Company held certain investment securities where amortized cost exceeded fair value, resulting in unrealized loss positions, as shown in the tables above. ~~Management~~The Company evaluates its investment securities portfolio for impairment on a quarterly basis.

For HTM securities, the Company maintains an allowance for expected credit losses appropriate to absorb estimated lifetime credit losses. HTM securities where there is a risk of credit loss are segmented by credit rating and duration and an allowance for expected credit losses is calculated based on external historical loss data, taking into consideration management's forecast of future economic conditions.The Company has assessed the risk of credit loss and has determined the allowance for expected credit losses for HTM securities to be immaterial as of March 31, 2020.

For AFS securities, declines in the fair value of individual securities below their amortized cost basis are reviewed to determine if the decline is due to credit-related factors. As of March 31, 2020, unrealized losses on AFS securities have not been recognized into income because the issuers are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. Therefore, no allowance for expected credit losses has been recorded for AFS securities as of March 31, 2020 and the unrealized losses are recognized in other comprehensive income.

Prior to January 1, 2020, management evaluated HTM and AFS securities for other-than-temporary ~~impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.~~impairment. Impairment iswas considered to be other-than-temporary if the Company (1) ~~intends~~intended to sell the security, (2) more likely than not ~~will~~would be required to sell the security before recovering its cost, or (3) ~~does~~did not expect to recover the security's entire amortized cost basis. As of ~~September 30,~~December 31, 2019, the Company did not intend to sell any of these securities, did not expect to be required to sell these securities, and expected to recover the entire amortized cost of all these securities. As a result of the Company's analysis, no declines in the estimated fair value of the Company's investment securities were deemed to be other-than-temporary at December 31, 2019.

At ~~September 30, 2019, 107~~March 31, 2020, 13 debt securities had unrealized losses of ~~0.55%~~0.82% of the securities’ amortized cost basis. At December 31, ~~2018, 488~~2019, 123 debt securities had unrealized losses of ~~2.38%~~0.58% of the securities’ amortized cost basis. ~~The unrealized losses for each of the securities related to market interest rate changes and not credit concerns of the issuers.~~ Additional information on securities that were in a continuous loss position for over twelve months at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 is presented in the following table.


(in thousands)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Number of securities
Mortgage-backed securities:
Residential agency	66		302		2		59
Commercial agency	6		72		—		6
Obligations of state and political subdivisions	—		60
Other securities	4		7		4		4
	76		441		6		69
Amortized Cost Basis
Mortgage-backed securities:
Residential agency	$	311,242	$	2,268,608	$	1,980	$	279,587
Commercial agency	11,090		498,321		—		10,453
Obligations of state and political subdivisions	—		185,175
Other securities	4,901		33,270		4,256		4,591
	$	327,233	$	2,985,374	$	6,236	$	294,631
Unrealized Loss
Mortgage-backed securities:
Residential agency	$	2,295	$	57,268	$	7	$	2,130
Commercial agency	96		14,756		—		152
Obligations of state and political subdivisions	—		3,208
Other securities	99		693		88		100
	$	2,490	$	75,925	$	95	$	2,382

Credit Quality Indicators

A substantial portion of the Company's HTM securities portfolio consists of obligations of state and political subdivisions. The Company monitors the credit quality of these securities through the use of credit ratings on a quarterly basis. The following table summarizes the amortized cost of HTM obligations of state and political subdivisions at March 31, 2020, aggregated by credit quality indicator:



March 31, 2020
Securities Held to Maturity
Credit Rating	Obligations of State and Political Subdivisions (in thousands)
Aaa / AAA	$	80,815
Aa1 / AA+	33,066
Aa2/ AA	38,317
Aa3 / AA-	8,292
A2 / A	1,840
Total	$	162,330

At March 31, 2020, the Company also held HTM residential agency mortgage-backed securities with an amortized cost of $15.6 million. This portfolio includes Frannie Mae and Freddie Mac securities which are considered to be government sponsored enterprises (GSEs). While securities issued by GSEs do carry credit risk, the company considered the risks and determined that the risk of credit loss for these securities was zero.

There were no HTM securities on non-accrual or past due status as of March 31, 2020.

The amortized cost and estimated fair value of investment securities by maturity at ~~September 30, 2019~~March 31, 2020 are presented in the following table. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities. Weighted average yields are calculated on the basis of the yield to maturity based on the amortized cost of each security.


	Securities Available for Sale						Securities Held to Maturity						Securities Available for Sale						Securities Held to Maturity
(in thousands)	Weighted Average Yield		Amortized Cost		Estimated Fair Value		Weighted Average Yield		Amortized Cost		Estimated Fair Value		Weighted Average Yield		Amortized Cost		Estimated Fair Value		Weighted Average Yield		Amortized Cost		Estimated Fair Value
Within one year or less	2.55	%	$	10,720	$	10,787	2.33	%	$	948	$	949	2.62	%	$	41,572	$	41,999	3.00	%	$	245	$	245
One through five years	2.62		123,447		125,721		2.63		4,483		4,518		2.60		180,356		187,480		2.59		5,329		5,380
After five through ten years	2.76		760,325		786,040		2.35		43,085		44,653		2.68		641,404		671,014		2.37		56,038		58,524
Over ten years	2.67		3,281,041		3,315,534		2.58		136,491		142,466		2.59		2,927,043		3,014,467		2.56		116,348		122,247
	2.68	%	$	4,175,533	$	4,238,082	2.53	%	$	185,007	$	192,586	2.61	%	$	3,790,375	$	3,914,960	2.50	%	$	177,960	$	186,396

~~The following is a summary of realized gains and losses from the sale of securities classified as available for sale.~~ Gains or losses on securities sold are recorded on the trade date, using the specific identification method.

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Realized gains $ 27
$ —
$ 1,324
$ 39
Realized losses —
—
(2,311 ) (95 )
$ 27
$ —
$ (987 ) $ (56 )

~~In addition to~~ For the ~~gains above,~~three months ended March 31, 2020 and 2019, the Company did not have any realized ~~certain~~gains or losses from the sale of securities classified as available for sale. The Company did not realize any gains on calls of securities held to maturity ~~that were not significant to~~for the ~~consolidated financial statements.~~three months ended March 31, 2020 and 2019.

Other Equity Securities

The Company accounts for the following securities at cost less impairment plus or minus any observable price changes, which approximates fair value, with the exception of CRA and Community Development Investment Funds, which are recorded at fair value. Other equity securities, which are presented in other assets on the consolidated balance sheets, were as follows:


(in thousands)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Federal Home Loan Bank stock	$	87,156	$	95,213	$	70,914	$	70,386
Federal Reserve Bank stock	85,630		85,630		85,630		85,630
CRA and Community Development Investment Funds	1,962		1,884		1,988		1,948
Other investments	21,023		9,709		22,098		21,118
	$	195,771	$	192,436	$	180,630	$	179,082

NOTE 4 – LOANS AND LEASES

~~Loans~~The following is the amortized cost of loans and leases ~~by portfolio segment~~as of March 31, 2020 and ~~class consisted~~December 31, 2019, excluding accrued interest of $65.9 million and $65.7 million, which is included in other assets in the ~~following for the periods indicated:~~unaudited consolidated balance sheets:


(in thousands)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Commercial loans and leases:
Real estate - construction	$	1,330,014	$	1,196,366	$	1,322,627	$	1,321,663
Real estate - owner-occupied	2,468,061		2,395,822		2,424,139		2,475,326
Real estate - non-owner-occupied	6,011,681		5,796,117		6,484,257		6,267,106
Commercial and industrial ⁽¹⁾	6,490,125		5,737,017
Total commercial loans and leases	16,299,881		15,125,322
Residential mortgage loans	4,649,745		4,359,156
Commercial and industrial (C&I) ⁽¹⁾					6,909,841		6,547,538
					17,140,864		16,611,633
Consumer and other loans:
Residential mortgage					4,849,119		4,739,075
Home equity	2,053,588		2,304,694		1,926,753		1,987,336
Other	673,323		730,643		624,896		683,455
Total consumer and other loans	2,726,911		3,035,337
					7,400,768		7,409,866
Total loans and leases	$	23,676,537	$	22,519,815	$	24,541,632	$	24,021,499


⁽¹⁾	Includes equipment financing leases

Net deferred loan and lease origination fees were ~~$37.8~~$36.4 million and ~~$30.2~~$36.8 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. Total net discount on the Company's loans and leases was ~~$97.8~~$88.3 million and ~~$136.8~~$89.3 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, of which ~~$61.8~~$53.7 million and ~~$81.6~~$56.4 million was related to non-impaired ~~loans.~~loans and leases.

In addition to loans issued in the normal course of business, the Company considers overdrafts on customer deposit accounts to be loans and reclassifies these overdrafts as loans in its consolidated balance sheets. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, overdrafts of ~~$7.0~~$5.5 million and ~~$9.2~~$7.7 million, respectively, had been reclassified to loans.

Loans and leases with carrying values of ~~$8.5~~$8.7 billion and ~~$7.6~~$8.6 billion were pledged as collateral for borrowings at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

~~Aging Analysis~~

~~The following tables provide an analysis of the aging of~~Certain acquired loans and leases as of September 30, 2019 and December 31, 2018. Past due and non-accrual loan amounts exclude acquired impaired loans, even if contractually past due or if the Company does not expect to receive payment in full, as the Company is currently accreting interest income over the expected life of the loans. For additional information on the determination of past due status and the Company's policies for recording payments received, placing loans and leases on non-accrual status, and the resumption of interest accrual on non-accruing loans and leases, see Note 1, Summary of Significant Accounting Policies, in the 2018 10-K.

September 30, 2019
Accruing
(in thousands) Current or Less Than 30 days Past Due 30-59 days 60-89 days > 90 days Total Past Due
Non-accrual ⁽¹⁾
Acquired Impaired Total
Real estate- construction $ 1,307,793
$ 3,851
$ —
$ —
$ 3,851
$ 1,381
$ 16,989
$ 1,330,014
Real estate- owner-occupied 2,389,631
2,294
1,031
—
3,325
17,158
57,947
2,468,061
Real estate- non-owner-occupied 5,930,480
2,093
2,672
426
5,191
20,201
55,809
6,011,681
Commercial and industrial 6,417,203
3,614
1,769
2,696
8,079
43,494
21,349
6,490,125
Residential mortgage 4,502,109
1,252
13,463
1,668
16,383
50,439
80,814
4,649,745
Consumer - home equity 1,967,342
10,448
6,792
—
17,240
18,311
50,695
2,053,588
Consumer - other 663,561
2,839
2,500
—
5,339
2,129
2,294
673,323
Total $ 23,178,119
$ 26,391
$ 28,227
$ 4,790
$ 59,408
$ 153,113
$ 285,897
$ 23,676,537


⁽¹⁾	~~Of the total non-accrual loans at September 30, 2019, $10.7 million were past due 30-59 days, $4.5 million were past due 60-89 days, and $73.4 million were past due more than 90 days.~~

December 31, 2018
Accruing
(in thousands) Current or Less Than 30 days Past Due 30-59 days 60-89 days > 90 days Total Past Due
Non-accrual ⁽¹⁾
Acquired Impaired Total
Real estate- construction $ 1,167,795
$ 1,054
$ —
$ —
$ 1,054
$ 1,094
$ 26,423
$ 1,196,366
Real estate- owner-occupied 2,305,743
7,167
—
—
7,167
10,260
72,652
2,395,822
Real estate- non-owner-occupied 5,703,131
7,473
360
—
7,833
15,898
69,255
5,796,117
Commercial and industrial 5,645,304
5,139
1,320
553
7,012
57,860
26,841
5,737,017
Residential mortgage 4,218,146
2,768
13,063
1,575
17,406
30,396
93,208
4,359,156
Consumer - home equity 2,200,517
10,283
2,409
—
12,692
18,830
72,655
2,304,694
Consumer - other 719,122
4,695
1,601
—
6,296
2,846
2,379
730,643
Total $ 21,959,758
$ 38,579
$ 18,753
$ 2,128
$ 59,460
$ 137,184
$ 363,413
$ 22,519,815


⁽¹⁾	~~Of the total non-accrual loans at December 31, 2018, $7.0 million were past due 30-59 days, $3.7 million were past due 60-89 days, and $66.9 million were past due more than 90 days.~~

~~Acquired Loans~~

~~The Company acquired certain loans from Sabadell United~~are to customers with addresses outside of the United States. Foreign loans, denominated in U.S. dollars, totaled ~~$194.6~~$181.0 million and ~~$202.6~~$182.4 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

Past Due Status



	March 31, 2020
	Age Analysis of Past Due Loans and Leases
(in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total		Accruing Loans Greater Than 90 Days Past Due
Real estate- construction	$	5,466	$	—	$	69	$	5,535	$	1,317,092	$	1,322,627	$	—
Real estate- owner-occupied	5,714		6,302		12,810		24,826		2,399,313		2,424,139		1,328
Real estate- non-owner-occupied	4,525		8,318		14,451		27,294		6,456,963		6,484,257		1,679
Commercial and industrial	16,505		10,357		7,811		34,673		6,875,168		6,909,841		169
Residential mortgage	23,664		1,131		34,748		59,543		4,789,576		4,849,119		7,787
Home equity	20,719		3,014		18,254		41,987		1,884,766		1,926,753		—
Other	5,195		2,751		2,572		10,518		614,378		624,896		—
Total	$	81,788	$	31,873	$	90,715	$	204,376	$	24,337,256	$	24,541,632	$	10,963



	December 31, 2019
	Age Analysis of Past Due Loans and Leases
(in thousands)	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Current		Total		Accruing Loans Greater Than 90 Days Past Due
Real estate- construction	$	244	$	—	$	1,377	$	1,621	$	1,320,042	$	1,321,663	$	—
Real estate- owner-occupied	18,387		2,770		9,175		30,332		2,444,994		2,475,326		1,035
Real estate- non-owner-occupied	5,418		2,459		10,450		18,327		6,248,779		6,267,106		58
Commercial and industrial	6,805		1,523		15,601		23,929		6,523,609		6,547,538		887
Residential mortgage	4,008		17,297		23,055		44,360		4,694,715		4,739,075		1,277
Home equity	14,001		3,113		14,332		31,446		1,955,890		1,987,336		—
Other	3,935		1,267		2,500		7,702		675,753		683,455		—
Total	$	52,798	$	28,429	$	76,490	$	157,717	$	23,863,782	$	24,021,499	$	3,257

Additional information on non-accrual loans and leases as of March 31, 2020 and December 31, 2019 is presented in the following table.



	Amortized Cost of Non-accrual Loans and Leases						Non-accrual Loans and Leases With No Related Allowance for Expected Credit Losses				Interest Income Recognized on Non-accrual Loans and Leases
(in thousands)	March 31, 2020		December 31, 2019		December 31, 2018		March 31, 2020		December 31, 2019		Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
Real estate- construction	$	133	$	1,394	$	1,094	$	4	$	929	$	—	$	—
Real estate- owner-occupied	23,428		17,817		10,260		19,968		11,469		135		70
Real estate- non-owner-occupied	20,383		15,440		15,898		18,120		8,610		159		54
Commercial and industrial	40,768		41,636		57,860		34,432		9,590		122		352
Residential mortgage	48,067		34,833		30,396		26,013		19,500		49		60
Home equity	30,319		24,404		18,830		5,915		3,200		64		67
Other	3,465		3,381		2,846		1,190		—		13		2
Total	$	166,563	$	138,905	$	137,184	$	105,642	$	53,298	$	542	$	605

When a loan or lease is placed on non-accrual status, accrued but uncollected interest is reversed through interest income. During the three months ended March 31, 2020, the Company reversed an immaterial amount of uncollectible accrued interest on both commercial loans and leases and consumer loans.

Collateral-Dependent Loans

Collateral-dependent loans are defined as loans for which repayment is expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty. Collateral-dependent commercial loans are primarily secured by commercial real estate and to a lesser extent other business assets and residential real estate. The loan-to-value ratio, taking into consideration cost to sell the collateral for commercial collateral-dependent loans is approximately 75% at March 31, 2020. Collateral-dependent consumer loans are secured by residential real estate with a loan-to-value ratio of 70%, taking into consideration the cost to sell the collateral at March 31, 2020. As of March 31, 2020, the Company did not have any collateral-dependent leases.

Acquired Loans

The Company did not acquire any loans during the three months ended March 31, 2020. Prior to January 1, 2020, the Company accounted for acquired impaired loans in accordance with ASC 310-30. The following is a summary of changes in the accretable difference for all loans accounted for under ASC 310-30 during the ~~nine~~three months ended ~~September 30:~~March 31, 2019:


(in thousands)	2019			2018			2019
Balance at beginning of period	$	133,342		$	152,623		$	133,342
Additions	—			2,371
Transfers from non-accretable difference to accretable yield	(1,740		)	(4		)	(3,640		)
Accretion	(29,506		)	(37,115		)	(10,086		)
Changes in expected cash flows not affecting non-accretable differences⁽¹⁾	(2,927		)	21,092			(272		)
Balance at end of period	$	99,169		$	138,967		$	119,344


⁽¹⁾	Includes changes in cash flows expected to be collected due to the impact of changes in actual or expected timing of liquidation events, modifications, changes in interest rates and changes in prepayment assumptions.

Troubled Debt Restructurings

~~Information about~~After the ~~Company’s TDRs at September 30, 2019 and 2018 is presented~~adoption of ASC 326, all loans, including acquired loans, meeting the criteria for classification as a TDR since January 1, 2020 are included in the ~~following tables. Modifications~~disclosures below. Prior to January 1, 2020, modifications of loans that ~~are~~were accounted for within a pool under ASC Topic 310-30 ~~are excluded~~were not classified or reported as TDRs. ~~Accordingly, such modifications do not result in the removal of those loans from the pool, even if the modification of those loans would otherwise be considered a TDR.~~ As a result, all such acquired loans that would otherwise meet the criteria for classification as a TDR ~~are~~prior to January 1, 2020 were excluded from the ~~tables below.~~disclosures below, which impacts comparability between periods. As of March 31, 2020 and December 31, 2019, there were no leases which met the criteria to be classified as a TDR.

TDRs totaling ~~$61.0~~$9.8 million and ~~$46.0~~$31.4 million occurred during the ~~nine~~three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, through modification of the original loan terms.

The following table provides information on how the TDRs were modified during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(in thousands)	2019		2018		2019		2018		2020		2019
Extended maturities	$	2,476	$	3,658	$	13,097	$	10,020	$	2,450	$	9,014
Maturity and interest rate adjustment	288		267		715		368		706		468
Movement to or extension of interest-rate only payments	48		—		1,827		48		46		12
Interest rate adjustment	—		—		71		101		3,878		—
Forbearance	22,202		802		25,068		14,386		1,111		6,510
Other concession(s) ⁽¹⁾	3,724		1,810		20,250		21,031		1,604		15,425
Total	$	28,738	$	6,537	$	61,028	$	45,954	$	9,795	$	31,429


⁽¹⁾	Other concessions may include covenant waivers, forgiveness of principal or interest associated with a customer bankruptcy, or a combination of any of the above concessions.

Of the ~~$61.0~~$9.8 million of TDRs occurring during the ~~nine~~three months ended ~~September 30, 2019, $25.5~~March 31, 2020, $6.8 million were on accrual status and ~~$35.5~~$3.0 million were on non-accrual status. Of the ~~$46.0~~$31.4 million of TDRs occurring during the ~~nine~~three months ended ~~September 30 2018, $20.2~~March 31 2019, $16.5 million were on accrual status and ~~$25.8~~$14.9 million were on non-accrual status. The following table presents the end of period balance for loans modified in a TDR during the periods indicated:

Three Months Ended September 30,
2019 2018
(in thousands, except number of loans) Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Number of Loans Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment
Real estate- construction 1
$ 6,331
$ 7,602
—
$ —
$ —
Real estate- owner-occupied 7
8,936
8,691
1
2,312
2,312
Real estate- non-owner-occupied 6
1,553
1,210
6
1,818
1,790
Commercial and industrial 14
1,954
1,952
9
829
804
Residential mortgage 10
7,210
6,870
3
257
255
Consumer - home equity 19
2,375
2,237
15
1,152
1,124
Consumer - other 17
202
176
11
352
252
Total 74
$ 28,561
$ 28,738
45
$ 6,720
$ 6,537

Nine Months Ended September 30,
2019 2018
(in thousands, except number of loans) Number of Loans Pre-modification Outstanding Recorded Investment Post-modification Outstanding Recorded Investment Number of Loans Pre-modification Outstanding Recorded Investment Post-modification Outstanding Recorded Investment
Real estate- construction 1
$ 6,331
$ 7,602
1
$ 1,950
$ 976
Real estate- owner-occupied 11
10,153
9,869
8
15,233
13,373
Real estate- non-owner-occupied 16
7,931
7,233
13
3,228
3,064
Commercial and industrial 48
29,156
19,594
32
32,827
22,769
Residential mortgage 28
8,897
8,524
9
898
837
Consumer - home equity 69
7,629
7,268
47
4,130
4,047
Consumer - other 63
1,065
938
53
1,056
888
Total 236
$ 71,162
$ 61,028
163
$ 59,322
$ 45,954



	Three Months Ended March 31,
	2020					2019
(in thousands, except number of loans)	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Real estate- construction	1	$	154	$	86	1	$	39	$	39
Real estate- owner-occupied	4	2,520		2,558		4	6,904		4,661
Real estate- non-owner-occupied	5	3,944		3,820		7	2,990		2,968
Commercial and industrial	14	1,844		1,367		23	17,382		17,040
Residential mortgage	6	750		413		10	1,741		1,738
Home equity	16	1,507		1,482		33	4,277		4,233
Other	5	71		69		38	787		750
Total	51	$	10,790	$	9,795	116	$	34,120	$	31,429

Information detailing TDRs that defaulted during the three-month ~~and nine-month~~ periods ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ and were modified in the previous twelve months (i.e., the twelve months prior to the default) is presented in the following tables. The Company has defined a default as any loan with a payment that is currently past due greater than 30 days, or was past due greater than 30 days at any point during the respective periods, or since the date of modification, whichever is shorter.

Three Months Ended September 30,
2019 2018
(in thousands, except number of loans) Number of Loans Recorded Investment Number of Loans Recorded Investment
Real estate- owner-occupied —
$ —
1
$ 929
Real estate- non-owner-occupied 2
2,460
1
7
Commercial and industrial 8
1,429
2
127
Residential mortgage 1
101
—
—
Consumer - home equity 1
64
4
380
Consumer - other 5
57
6
86
Total 17
$ 4,111
14
$ 1,529


	Nine Months Ended September 30,						Three Months Ended March 31,
	2019			2018			2020			2019
(in thousands, except number of loans)	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Real estate- construction							1	$	9,212	1	$	939
Real estate- owner-occupied	6	$	1,225	6	$	10,101	5	1,898		3	640
Real estate- non-owner-occupied	16	5,176		6	1,084		11	5,287		7	825
Commercial and industrial	25	6,859		12	3,632		33	7,862		10	3,933
Residential mortgage	18	1,394		8	912		15	1,190		13	1,108
Consumer - home equity	21	1,873		17	1,978
Consumer - other	38	557		39	488
Home equity							23	2,189		16	2,891
Other							20	208		20	261
Total	124	$	17,084	88	$	18,195	108	$	27,846	70	$	10,597

NOTE 5 – ALLOWANCE FOR EXPECTED CREDIT LOSSES AND CREDIT QUALITY

Allowance for Expected Credit Losses Activity

On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASC 326 replaced the incurred loss model for determining the allowance for credit losses with a current expected credit loss model for financial assets carried at amortized cost, including loans, leases, and loan commitments. ASC 326 requires recognition of lifetime expected credit losses that takes into consideration all available relevant information including details of past events, current conditions and reasonable and supportable forecasts of future economic conditions. The transition adjustment on January 1, 2020 resulted in an increase of the AECL of $82.3 million. The increase in the AECL at transition primarily relates to required increases for residential mortgage loans to establish an estimate of lifetime expected credit losses for these longer dated loans as well as an increase on non-owner-occupied commercial real estate loans reflecting higher LGDs under the CECL model. See Note 2, Recent Accounting Pronouncements, for additional discussion on the adoption of ASC 326. As a result of the adoption of ASC 326, the AECL as of March 31, 2020 and the provision for expected credit losses for the three months ended March 31, 2020 are not comparable to historical periods.

A summary of changes in the allowance for expected credit losses for the ~~nine~~three months ended ~~September 30~~March 31 was as follows:



(in thousands)	2020			2019
Allowance for loan and lease losses at beginning of period	$	146,588		$	140,571
Transition adjustment for ASC 326	83,194			—
Allowance for loan and lease losses, as adjusted	229,782			140,571
Provision for loan and lease losses	66,431			12,612
Transfer of balance to OREO and other	—			(2,885		)
Charge-offs	(12,119		)	(8,918		)
Recoveries	2,591			1,586
Allowance for loan and lease losses at end of period	$	286,685		$	142,966

Reserve for unfunded commitments at beginning of period	$	16,637		$	14,830
Transition adjustment for ASC 326	(875		)	—
Reserve for unfunded lending commitments, as adjusted	15,762			14,830
Provision for unfunded lending commitments	2,540			1,151
Reserve for unfunded commitments at end of period	$	18,302		$	15,981
Allowance for expected credit losses at end of period	$	304,987		$	158,947

(in thousands) 2019 2018
Allowance for loan and lease losses at beginning of period $ 140,571
$ 140,891
Provision for loan and lease losses 32,190
26,678
Transfer of balance to OREO and other (2,696 ) (5,709 )
Charge-offs (29,971 ) (34,740 )
Recoveries 6,141
9,830
Allowance for loan and lease losses at end of period $ 146,235
$ 136,950

Reserve for unfunded commitments at beginning of period $ 14,830
$ 13,208
Balance created in acquisition accounting —
900
Provision for unfunded lending commitments 1,314
613
Reserve for unfunded commitments at end of period $ 16,144
$ 14,721
Allowance for credit losses at end of period $ 162,379
$ 151,671

The AECL at March 31, 2020 reflects a blend of economic forecasts to estimate expected credit losses over an eighteen month reasonable and supportable forecast period and then reverts to historical loss experience to arrive at lifetime expected credit losses. At January 1, 2020, the Company’s economic forecast assumed a relatively stable macroeconomic environment over the reasonable and supportable forecast period while recognizing that the economy was vulnerable to major shocks, fiscal policy missteps, other geopolitical events and the outcome of the pending U.S. elections. During the latter part of the first quarter of 2020, the global and U.S. economies experienced substantial disruptions as a result of the COVID-19 pandemic as well as continued pressure on oil prices. In light of the deteriorating economic conditions, the U.S. government has taken numerous actions through multiple stimulus packages to support both individuals and businesses during the unprecedented freeze on commerce in the U.S. Uncertainty remains as to the length of the COVID-19 pandemic as well as the success of the various stimulus packages to both support the economy during the pandemic as well as restore economic conditions when the pandemic subsides. As a result, the Company has updated its economic forecast to reflect the expected impact of COVID-19 and the possibility of recessionary conditions over the reasonable and supportable forecast period which has resulted in an increase in the AECL at March 31, 2020.

A summary of changes in the allowance for expected credit losses, by loan portfolio type, for the ~~nine~~three months ended ~~September 30~~March 31 was as follows:

2019
(in thousands) Commercial Real Estate Commercial and Industrial Residential Mortgage Consumer and Other Total
Allowance for loan and lease losses at beginning of period $ 51,806
$ 54,096
$ 12,998
$ 21,671
$ 140,571
Provision for (Reversal of) loan and lease losses 9,205
15,819
(152 ) 7,318
32,190
Transfer of balance to OREO and other (309 ) 236
(2,879 ) 256
(2,696 )
Charge-offs (2,179 ) (17,799 ) (219 ) (9,774 ) (29,971 )
Recoveries 474
3,163
169
2,335
6,141
Allowance for loan and lease losses at end of period $ 58,997
$ 55,515
$ 9,917
$ 21,806
$ 146,235

Reserve for unfunded commitments at beginning of period $ 4,869
$ 6,198
$ 866
$ 2,897
$ 14,830
Provision for (Reversal of) unfunded commitments 357
493
(216 ) 680
1,314
Reserve for unfunded commitments at end of period $ 5,226
$ 6,691
$ 650
$ 3,577
$ 16,144
Allowance on loans individually evaluated for impairment $ 2,721
$ 7,974
$ 281
$ 3,039
$ 14,015
Allowance on loans collectively evaluated for impairment 50,809

45,990
5,393
18,630
120,822
Allowance on loans acquired with deteriorated credit quality 5,467
1,551
4,243
137
11,398
Loans and leases, net of unearned income:
Balance at end of period $ 9,809,756
$ 6,490,125
$ 4,649,745
$ 2,726,911
$ 23,676,537
Balance at end of period individually evaluated for impairment 73,715
51,350
42,423
37,907
205,395
Balance at end of period collectively evaluated for impairment 9,605,296
6,417,426
4,526,508
2,636,015
23,185,245
Balance at end of period acquired with deteriorated credit quality 130,745
21,349
80,814
52,989
285,897



	Three Months Ended March 31, 2020
	Commercial
	Real Estate												Consumer
(in thousands)	Construction			Owner-occupied			Non-owner-occupied			Commercial and Industrial			Residential Mortgage			Home Equity			Other			Total
Allowance for loan and lease losses at beginning of period	$	5,983		$	15,770		$	36,541		$	55,634		$	9,647		$	12,153		$	10,860		$	146,588
Transition adjustment for ASC 326	2,307			(8,163		)	29,850			(14,659		)	70,521			3,620			(282		)	83,194
Allowance for loan and lease losses, as adjusted	8,290			7,607			66,391			40,975			80,168			15,773			10,578			229,782
Provision for loan and lease losses	940			2,603			30,500			11,833			10,535			7,313			2,707			66,431
Charge-offs	(14		)	—			(240		)	(7,895		)	(450		)	(1,435		)	(2,085		)	(12,119		)
Recoveries	219			25			132			1,037			329			386			463			2,591
Allowance for loan and lease losses at end of period	$	9,435		$	10,235		$	96,783		$	45,950		$	90,582		$	22,037		$	11,663		$	286,685

Reserve for unfunded lending commitments at beginning of period	$	4,010		$	345		$	1,629		$	6,478		$	562		$	2,078		$	1,535		$	16,637
Transition adjustment for ASC 326	1,025			627			(991		)	3			743			(812		)	(1,470		)	(875		)
Reserve for unfunded lending commitments, as adjusted	5,035			972			638			6,481			1,305			1,266			65			15,762
Provision for (reversal of) unfunded commitments	492			418			91			925			215			433			(34		)	2,540
Reserve for unfunded lending commitments at end of period	5,527			1,390			729			7,406			1,520			1,699			31			18,302
Allowance for expected credit losses at end of period	$	14,962		$	11,625		$	97,512		$	53,356		$	92,102		$	23,736		$	11,694		$	304,987

2018
(in thousands) Commercial Real Estate Commercial and Industrial Residential Mortgage Consumer and Other Total
Allowance for loan and lease losses at beginning of period $ 54,201
$ 53,916
$ 9,117
$ 23,657
$ 140,891
Provision for (Reversal of) loan and lease losses (4,020 ) 20,372
2,318
8,008
26,678
Transfer of balance to OREO and other (1,556 ) (814 ) (45 ) (3,294 ) (5,709 )
Charge-offs (1,281 ) (22,447 ) (365 ) (10,647 ) (34,740 )
Recoveries 1,019
5,665
53
3,093
9,830
Allowance for loan and lease losses at end of period $ 48,363
$ 56,692
$ 11,078
$ 20,817
$ 136,950

Reserve for unfunded commitments at beginning of period $ 4,531
$ 5,309
$ 555
$ 2,813
$ 13,208
Balance created in acquisition accounting 129
81
—
690
900
Provision for (Reversal of) unfunded commitments (134 ) 169
246
332
613
Reserve for unfunded commitments at end of period $ 4,526
$ 5,559
$ 801
$ 3,835
$ 14,721
Allowance on loans individually evaluated for impairment $ 2,650
$ 10,471
$ 154
$ 2,973
$ 16,248
Allowance on loans collectively evaluated for impairment 40,519
44,727
5,063
17,661
107,970
Allowance on loans acquired with deteriorated credit quality 5,194
1,494
5,861
183
12,732

Loans and leases, net of unearned income:
Balance at end of period $ 9,381,883
$ 5,581,040
$ 4,300,163
$ 3,080,820
$ 22,343,906
Balance at end of period individually evaluated for impairment 73,469
75,625
6,230
33,863
189,187
Balance at end of period collectively evaluated for impairment 9,126,653
5,478,377
4,174,524
2,970,301
21,749,855
Balance at end of period acquired with deteriorated credit quality 181,761
27,038
119,409
76,656
404,864



	Three Months Ended March 31, 2019
	Commercial
	Real Estate										Consumer
(in thousands)	Construction		Owner-occupied			Non-owner-occupied		Commercial and Industrial			Residential Mortgage			Home Equity			Other			Total
Allowance for loan and lease losses at beginning of period	$	4,743	$	12,549		$	34,514	$	54,096		$	12,998		$	10,181		$	11,490		$	140,571
Provision for loan and lease losses	936		1,303			4,648		2,876			1,749			1,056			44			12,612
Transfer of balance to OREO and other	—		—			—		—			(2,881		)	(4		)	—			(2,885		)
Charge-offs	—		(72		)	—		(4,931		)	(28		)	(1,401		)	(2,486		)	(8,918		)
Recoveries	3		35			65		446			32			314			691			1,586
Allowance for loan and lease losses at end of period	$	5,682	$	13,815		$	39,227	$	52,487		$	11,870		$	10,146		$	9,739		$	142,966

Reserve for unfunded commitments at beginning of period	$	3,249	$	316		$	1,304	$	6,198		$	866		$	1,783		$	1,114		$	14,830
Provision for unfunded commitments	333		60			401		128			22			28			179			1,151
Reserve for unfunded commitments at end of period	3,582		376			1,705		6,326			888			1,811			1,293			15,981
Allowance for credit losses at end of period	$	9,264	$	14,191		$	40,932	$	58,813		$	12,758		$	11,957		$	11,032		$	158,947

Portfolio Segment Risk Factors

Commercial loans and leases include commercial real estate loans, commercial and industrial loans, and equipment financing leases. Commercial real estate loans include loans to commercial customers for medium-term financing of land and buildings or for land development or construction of a building. These loans are repaid from revenues through operations of the businesses, rents of properties, sales of properties and refinances. Commercial and industrial loans and leases represent loans to commercial customers to finance general working capital needs, equipment purchases and leases and other projects where repayment is derived from cash flows resulting from business operations. The Company originates commercial and industrial loans on a secured and, to a lesser extent, unsecured basis.

Consumer loans are offered by the Company in order to provide a full range of retail financial services to its customers and include residential mortgages, home equity, credit card and other direct consumer installment loans. Residential mortgage loans consist of loans to consumers to finance a primary or secondary residence. The vast majority of the residential mortgage loan portfolio is comprised of non-conforming 1-4 family mortgage loans secured by properties located in the Company's market areas and originated under terms and documentation that permit their sale in a secondary market.

Consumer loans are offered by the Company in order to provide a full range of retail financial services to its customers and include home equity, credit card and other direct consumer installment loans. The Company originates substantially all of its consumer loans in its primary market areas. Loans in the consumer segment are sensitive to property values, unemployment levels, and other key consumer economic measures. Prior to January 1, 2020, residential mortgage loans were in a separate portfolio segment.

Credit Quality Indicators

For commercial loans and leases, the Company utilizes regulatory classification ratings to monitor credit quality. Loans with a "pass" rating are those that the Company believes will be fully repaid in accordance with the contractual loan terms. Commercial loans and leases that are "criticized" are those that have some weakness or potential weakness that indicate an increased probability of future loss. "Criticized" loans are grouped into three categories: "special mention", "substandard", and "doubtful".

Special mention loans and leases have potential weaknesses that, if left uncorrected, may result in deterioration of the Company's credit position at some future date.

Substandard commercial loans and leases have well-defined weaknesses and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Doubtful commercial loans and leases have the same weaknesses as substandard loans and leases with the added characteristics that the probability of loss is high and collection of the full amount is improbable. Substandard and doubtful loans are collectively referred to as "classified" ~~loans. For residential mortgage~~ loans and leases. Regulatory classification ratings for commercial loans and leases are updated annually.

For consumer loans, the Company ~~primarily uses~~utilizes FICO scores to monitor credit quality as these are widely accepted measures of a borrower's risk of non-repayment over the ~~loan's~~life of a loan. FICO scores are updated quarterly. Prior to January 1, 2020, the Company’s primary credit quality indicator for residential mortgage and consumer loans was the loan’s payment and delinquency ~~status to monitor credit quality. These credit quality indicators are continually updated and monitored.~~status.

The ~~recorded~~Company’s investment in loans ~~and leases~~ by credit quality indicator and year of origination is presented in the following tables. Asset risk classifications for commercial loans and leases reflect the classification as of ~~September 30, 2019 and December~~March 31, ~~2018.~~2020. FICO scores for consumer loans are updated on a quarterly basis. Credit quality information in the tables ~~below includes total~~reflects the amortized cost basis of all loans, ~~acquired (including acquired impaired loans) at the net loan balance, after the application~~excluding $65.9 million of ~~premiums and discounts. Loan premiums and discounts represent the adjustment~~accrued interest, which is included as a component of ~~acquired loans to fair value at the acquisition date, as adjusted for income accretion and changes in cash flow estimates in subsequent periods.~~

September 30, 2019 December 31, 2018
(in thousands) Pass Special Mention Sub-
standard Doubtful Loss Total Pass Special Mention Sub-
standard Doubtful Total
Real estate - construction $ 1,300,847
$ 19,631
$ 9,536
$ —
$ —
$ 1,330,014
$ 1,182,554
$ 1,062
$ 12,740
$ 10
$ 1,196,366
Real estate - owner-occupied 2,409,221
19,786
38,214
840
—
2,468,061
2,328,999
25,526
41,297
—
2,395,822
Real estate - non-owner-occupied 5,926,537
47,494
37,193
447
10
6,011,681
5,687,963
78,009
26,512
3,633
5,796,117
Commercial and industrial 6,340,738
71,431
63,303
14,653
—
6,490,125
5,586,482
52,632
73,853
24,050
5,737,017
Total $ 15,977,343
$ 158,342
$ 148,246
$ 15,940
$ 10
$ 16,299,881
$ 14,785,998
$ 157,229
$ 154,402
$ 27,693
$ 15,125,322

September 30, 2019 December 31, 2018
(in thousands) Current 30+ Days Past Due Total Current 30+ Days Past Due Total
Residential mortgage $ 4,567,633
$ 82,112
$ 4,649,745
$ 4,290,152
$ 69,004
$ 4,359,156
Consumer - home equity 2,011,913
41,675
2,053,588
2,258,659
46,035
2,304,694
Consumer - other 665,702
7,621
673,323
721,231
9,412
730,643
Total $ 7,245,248
$ 131,408
$ 7,376,656
$ 7,270,042
$ 124,451
$ 7,394,493

~~Impaired Loans~~

~~Information on the Company’s investment in impaired loans, which include all TDRs and all~~ other ~~non-accrual loans evaluated or measured individually for impairment for purposes of determining the ALLL, is presented~~assets in the ~~following tables as of and for the periods indicated.~~

September 30, 2019 December 31, 2018
Unpaid Principal Balance Recorded Investment Related Allowance Unpaid Principal Balance Recorded Investment Related Allowance
(in thousands)
With no related allowance recorded:
Real estate - construction $ 9,540
$ 8,531
$ —
$ 10,261
$ 9,262
$ —
Real estate - owner-occupied 33,985
33,590
—
25,037
19,044
—
Real estate - non-owner-occupied 23,964
22,652
—
15,265
14,288
—
Commercial and industrial 21,813
17,771
—
55,554
43,886
—
Residential mortgage 36,182
35,089
—
1,244
1,221
—
Consumer - home equity 4,736
4,734
—
4,183
4,176
—

With an allowance recorded:
Real estate - construction 98
85
(1 ) 228
140
(11 )
Real estate - owner-occupied 5,135
4,921
(2,529 ) 5,032
4,773
(520 )
Real estate - non-owner-occupied 4,149
3,936
(191 ) 6,445
6,398
(105 )
Commercial and industrial 45,409
33,579
(7,974 ) 46,387
27,915
(12,646 )
Residential mortgage 8,010
7,334
(281 ) 5,870
5,358
(145 )
Consumer - home equity 29,773
29,124
(2,577 ) 29,284
28,818
(2,427 )
Consumer - other 4,308
4,049
(462 ) 4,956
4,446
(488 )
Total $ 227,102
$ 205,395
$ (14,015 ) $ 209,746
$ 169,725
$ (16,342 )
Total commercial loans and leases $ 144,093
$ 125,065
$ (10,695 ) $ 164,209
$ 125,706
$ (13,282 )
Total residential mortgage loans 44,192
42,423
(281 ) 7,114
6,579
(145 )
Total consumer and other loans 38,817
37,907
(3,039 ) 38,423
37,440
(2,915 )

unaudited consolidated balance sheet.



	Term Loans
(in thousands)	2020		2019		2018		2017		2016		Prior		Revolving loans		Revolving loans Converted to Term		Total
Commercial loans and leases
Real Estate- Construction
Pass	$	45,117	$	336,900	$	599,002	$	172,612	$	65,200	$	51,622	$	40,147	$	—	$	1,310,600
Special Mention	—		—		—		—		10		105		2,156		—		2,271
Substandard	—		—		9,213		—		—		475		65		—		9,753
Doubtful	—		—		—		—		—		3		—		—		3
Total Real Estate- Construction	45,117		336,900		608,215		172,612		65,210		52,205		42,368		—		1,322,627

Real Estate- Owner- occupied
Pass	69,996		379,882		319,249		357,057		274,226		895,032		66,866		—		2,362,308
Special Mention	—		—		7,306		681		399		13,419		400		—		22,205
Substandard	—		234		1,011		8,204		3,518		23,856		387		—		37,210
Doubtful	—		—		—		—		—		2,416		—		—		2,416
Total Real Estate- Owner-occupied	69,996		380,116		327,566		365,942		278,143		934,723		67,653		—		2,424,139

Real Estate- Non-owner-occupied
Pass	261,614		1,323,506		961,036		987,814		867,303		1,867,101		130,929		—		6,399,303
Special Mention	—		—		806		1,497		10,248		14,561		1,900		—		29,012
Substandard	—		591		2,059		10,066		6,038		31,481		635		—		50,870
Doubtful	—		—		104		—		—		4,968		—		—		5,072
Total Real Estate- Non-owner-occupied	261,614		1,324,097		964,005		999,377		883,589		1,918,111		133,464		—		6,484,257

Commercial and Industrial (1)
Pass	649,228		1,957,486		1,307,679		455,600		218,485		551,933		1,635,017		—		6,775,428
Special Mention	259		1,463		23,811		500		8,093		1,436		7,896		—		43,458
Substandard	4,102		16,838		3,023		20,486		1,151		19,194		5,846		—		70,640
Doubtful	—		5,323		9,517		2,353		648		2,474		—		—		20,315
Total Commercial and Industrial	653,589		1,981,110		1,344,030		478,939		228,377		575,037		1,648,759		—		6,909,841
Total Commercial Loans and Leases	$	1,030,316	$	4,022,223	$	3,243,816	$	2,016,870	$	1,455,319	$	3,480,076	$	1,892,244	$	—	$	17,140,864
⁽¹⁾ Includes equipment financing leases

Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018
Average
Recorded Investment Interest
Income Recognized Average
Recorded Investment Interest
Income Recognized Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
(in thousands)
With no related allowance recorded:
Real estate - construction $ 7,333
$ 82
$ 10,806
$ 164
$ 7,145
$ 242
$ 10,371
$ 460
Real estate - owner-occupied 33,895
355
34,118
209
34,437
1,235
34,505
903
Real estate - non-owner-occupied 22,794
72
22,091
249
22,910
301
22,988
746
Commercial and industrial 20,594
108
43,409
523
20,727
401
40,564
1,543
Residential mortgage 35,896
136
1,254
9
31,315
391
1,271
36
Consumer - home equity 4,736
47
705
2
4,613
137
708
16
With an allowance recorded:
Real estate - construction 87
—
148
—
93
—
151
1
Real estate - owner-occupied 4,952
10
4,006
83
5,050
113
4,044
102
Real estate - non-owner-occupied 4,155
46
2,398
20
4,090
137
2,442
76
Commercial and industrial 36,824
173
40,357
150
36,765
582
47,098
720
Residential mortgage 7,414
74
5,014
50
7,502
232
5,066
149
Consumer - home equity 29,200
298
28,577
305
28,982
890
27,905
892
Consumer - other 4,175
59
4,710
65
4,326
184
4,884
208
Total $ 212,055
$ 1,460
$ 197,593
$ 1,829
$ 207,955
$ 4,845
$ 201,997
$ 5,852
Total commercial loans and leases $ 130,634
$ 846
$ 157,333
$ 1,398
$ 131,217
$ 3,011
$ 162,163
$ 4,551
Total residential mortgage loans 43,310
210
6,268
59
38,817
623
6,337
185
Total consumer and other loans 38,111
404
33,992
372
37,921
1,211
33,497
1,116

~~As of September 30, 2019 and December~~



	Term Loans
(in thousands)	2020		2019		2018		2017		2016		Prior		Revolving loans		Revolving loans Converted to Term		Total
Consumer Loans:
Residential Mortgage
781 and above	$	45,204	$	332,402	$	263,099	$	185,336	$	153,118	$	387,923	$	—	$	—	$	1,367,082
723-780	72,666		452,401		360,319		233,243		199,457		410,212		—		—		1,728,298
700-722	14,430		94,286		93,264		49,705		47,736		116,470		—		—		415,891
660-699	8,549		103,361		83,700		37,108		54,661		144,238		—		—		431,617
620-659	3,273		39,018		26,883		15,701		15,481		94,296		—		—		194,652
580-619	—		13,756		11,717		8,358		11,281		51,387		—		—		96,499
579 and below	101,641		52,459		53,362		58,542		84,198		264,878		—		—		615,080
Total Residential Mortgage	245,763		1,087,683		892,344		587,993		565,932		1,469,404		—		—		4,849,119

Home Equity
781 and above	2,052		8,710		28,297		16,579		15,903		56,995		374,502		21,481		524,519
723-780	1,160		13,680		25,948		19,278		25,677		81,172		498,082		27,061		692,058
700-722	103		2,226		7,915		7,696		5,276		18,320		130,949		13,029		185,514
660-699	747		3,823		10,975		6,434		6,112		32,755		163,267		17,238		241,351
620-659	351		1,418		1,894		4,355		3,630		19,419		73,928		13,822		118,817
580-619	2,735		875		5,331		2,006		2,581		13,452		27,526		6,484		60,990
579 and below	5,988		2,742		10,009		5,850		2,592		18,201		45,334		12,788		103,504
Total Home Equity	13,136		33,474		90,369		62,198		61,771		240,314		1,313,588		111,903		1,926,753

Other Consumer Loans
781 and above	3,357		11,136		8,566		14,957		5,938		22,047		69,402		—		135,403
723-780	5,717		11,388		22,356		12,895		5,490		32,481		76,717		—		167,044
700-722	1,089		22,224		4,560		3,345		4,133		11,551		16,713		—		63,615
660-699	1,803		4,688		5,120		4,057		1,113		18,128		20,797		—		55,706
620-659	751		4,245		2,432		1,702		3,745		8,142		13,553		—		34,570
580-619	337		1,754		2,689		674		1,611		4,922		8,499		—		20,486
579 and below	22,670		2,038		3,282		3,137		2,585		106,144		8,216		—		148,072
Total Other Consumer	35,724		57,473		49,005		40,767		24,615		203,415		213,897		—		624,896
Total Consumer Loans	294,623		1,178,630		1,031,718		690,958		652,318		1,913,133		1,527,485		111,903		7,400,768
Total Loans and Leases	$	1,324,939	$	5,200,853	$	4,275,534	$	2,707,828	$	2,107,637	$	5,393,209	$	3,419,729	$	111,903	$	24,541,632

During the three months ended March 31, ~~2018,~~2020, the Company ~~was not committed~~converted $6.6 million of revolving home equity loans to ~~lend a material amount of additional funds to any customer whose loan was classified as impaired or as a TDR.~~term loans.

NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

~~Changes~~Goodwill allocated to ~~the carrying amount of goodwill by~~each reporting unit ~~for the nine months ended September 30, 2019,~~at March 31, 2020 and ~~the year ended~~ December 31, ~~2018 are~~2019 is provided in the following table:

(in thousands) IBERIABANK Mortgage LTC Total
Balance, December 31, 2017 $ 1,160,559
$ 23,178
$ 5,165
$ 1,188,902
Goodwill acquired and adjustments during the year 43,251
—
3,380
46,631
Balance, December 31, 2018 $ 1,203,810
$ 23,178
$ 8,545
$ 1,235,533
Goodwill acquired and adjustments during the year —
—
—
—
Balance, September 30, 2019 $ 1,203,810
$ 23,178
$ 8,545
$ 1,235,533



(in thousands)	March 31, 2020		December 31, 2019
IBERIABANK	$	1,203,810	$	1,203,810
Mortgage	23,178		23,178
LTC	8,545		8,545
Total	$	1,235,533	$	1,235,533

The goodwill acquired and adjustments made during 2018 were the result of the Sabadell United, Gibraltar, and SolomonParks acquisitions. There were no changes to goodwill during the nine months ended September 30, 2019.

The Company performed the required annual goodwill impairment test as of October 1, ~~2018.~~2019. The Company’s annual impairment test did not indicate impairment in any of the Company’s reporting units as of the testing date. ~~Following~~

During the ~~testing~~first quarter of 2020 and through the date of the filing of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, management evaluated the events and changes in certain circumstances that could indicate that goodwill might be ~~impaired~~impaired. In light of the COVID-19 pandemic and its impact on macroeconomic conditions, the unprecedented economic uncertainty, and the significant declines in the Company's stock price and overall prices in the equity markets, management concluded that ~~a subsequent~~an interim quantitative test was ~~not necessary.~~necessary for all reporting units. The Company ~~is currently~~factored in multiple economic scenarios, in an effort to take into account the ~~process~~unprecedented economic uncertainty, and determined that the estimated fair value of ~~performing~~each reporting unit exceeded its ~~annual impairment test~~carrying value. Therefore, the goodwill of each reporting unit was considered not to be impaired as of ~~October 1, 2019.~~the testing date. The goodwill impairment evaluation requires management to utilize significant judgments and assumptions which are based on the best information available at the time. Results of future tests, if required, could vary in subsequent reporting periods if conditions differ substantially from the assumptions utilized in completing the evaluations. The conclusion that no impairment exists may change if the pandemic continues for an extended period of time or a recovery in economic activity is delayed.

Mortgage Servicing Rights

Mortgage servicing rights are recorded at the lower of cost or market value in other intangible assets on the Company's consolidated balance sheets and amortized over the remaining servicing life of the loans, with consideration given to prepayment assumptions. Mortgage servicing rights had the following carrying values as of the periods indicated:


	September 30, 2019								December 31, 2018											March 31, 2020											December 31, 2019
	Gross Carrying Amount		Valuation Allowance		Accumulated Amortization			Net Carrying Amount	Gross Carrying Amount			Valuation Allowance			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Valuation Allowance			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Valuation Allowance			Accumulated Amortization			Net Carrying Amount
(in thousands)	Gross Carrying Amount											Valuation Allowance			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Valuation Allowance			Accumulated Amortization			Net Carrying Amount			Gross Carrying Amount			Valuation Allowance			Accumulated Amortization			Net Carrying Amount
Mortgage servicing rights	$	19,517	Valuation Allowance	$	Accumulated Amortization	(195	)	Net Carrying Amount	Gross Carrying Amount	$	(5,994	)	$	13,328		$	13,612		$	—	$	(4,806	)	$	8,806	$	24,870		$	(2,657	)	$	(7,451	)	$	14,762		$	22,476		$	(250	)	$	(6,621	)	$	15,605

~~Title Plant~~

The Company held title plant assets recorded in other intangible assets on the Company's consolidated balance sheets totaling $6.8 million at both September 30, 2019 and December 31, 2018. No events or changes in circumstances occurred during the nine months ended September 30, 2019 to suggest the carrying value of the title plant was not recoverable.

Intangible assets subject to amortization

Definite-lived intangible assets ~~had the following carrying values~~ included in other intangible assets on the Company’s consolidated balance sheets had the following carrying values as of the periods indicated:


	September 30, 2019							December 31, 2018							March 31, 2020							December 31, 2019
(in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Core deposit intangible assets	$	136,183	$	(77,256	)	$	58,927	$	136,183	$	(63,213	)	$	72,970	$	121,277	$	(70,758	)	$	50,519	$	136,183	$	(81,493	)	$	54,690
Customer relationship intangible asset	1,385		(1,363		)	22		1,385		(1,323		)	62		1,348		(1,341		)	7		1,385		(1,371		)	14
Non-compete agreement	206		(102		)	104		206		(72		)	134		206		(118		)	88		206		(110		)	96
Total	$	137,774	$	(78,721	)	$	59,053	$	137,774	$	(64,608	)	$	73,166	$	122,831	$	(72,217	)	$	50,614	$	137,774	$	(82,974	)	$	54,800

NOTE 7 – DERIVATIVE INSTRUMENTS AND OTHER HEDGING ACTIVITIES

The Company enters into derivative financial instruments to manage interest rate risk, exposures related to liquidity and credit risk, and to facilitate customer transactions. The primary types of derivatives utilized by the Company for its risk management strategies include interest rate swap agreements, interest rate collars, interest rate floors, ~~foreign exchange contracts,~~ interest rate lock commitments, forward sales commitments, written and purchased options, and credit derivatives. All derivative instruments are recognized on the consolidated balance sheets as other assets or other liabilities at fair value, regardless of whether a right of offset exists.

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. The Company enters into interest rate swap agreements in a cash flow hedge to convert forecasted variable interest payments to a fixed rate on its junior subordinated debt. In addition, the Company has entered into interest rate collars and interest rate floors and designated the instruments as cash flow hedges of the risk of fluctuations in interest rates, thereby reducing the Company's exposure to variability in cash flows from variable-rate loans.

For cash flow hedges, the effective and ineffective portions of the gain or loss related to the derivative instrument is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. In applying hedge accounting for derivatives, the Company establishes and documents a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining the ineffective aspect of the hedge upon the inception of the hedge.

For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Information pertaining to outstanding derivative instruments was as follows:


	Derivative Assets - Fair Value				Derivative Liabilities - Fair Value				Derivative Assets - Fair Value				Derivative Liabilities - Fair Value
(in thousands)	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Derivatives designated as hedging instruments:
Interest rate contracts	$	23,339	$	3,469	$	—	$	—	$	41,200	$	18,967	$	11	$	—
Total derivatives designated as hedging instruments	$	23,339	$	3,469	$	—	$	—	$	41,200	$	18,967	$	11	$	—
Derivatives not designated as hedging instruments:
Interest rate contracts:
Customer swaps - upstream	$	12	$	474	$	6,104	$	191	$	18	$	9	$	10,510	$	5,055
Customer swaps - downstream	104,779		16,946		206		17,812		222,769		77,934		18		1,680
Foreign exchange contracts	—		18		—		18
Forward sales contracts	485		630		654		750		1,987		420		10,656		986
Written and purchased options	7,549		5,490		3,695		3,310		17,364		6,755		1,849		3,899
Other contracts	71		21		192		43		187		66		754		179
Total derivatives not designated as hedging instruments	$	112,896	$	23,579	$	10,851	$	22,124	$	242,325	$	85,184	$	23,787	$	11,799
Total	$	136,235	$	27,048	$	10,851	$	22,124	$	283,525	$	104,151	$	23,798	$	11,799


	Derivative Assets - Notional Amount				Derivative Liabilities - Notional Amount				Derivative Assets - Notional Amount				Derivative Liabilities - Notional Amount
(in thousands)	September 30, 2019		December 31, 2018		September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Derivatives designated as hedging instruments:
Interest rate contracts	$	800,000	$	408,500	$	108,500	$	—	$	800,000	$	800,000	$	108,500	$	108,500
Total derivatives designated as hedging instruments	$	800,000	$	408,500	$	108,500	$	—	$	800,000	$	800,000	$	108,500	$	108,500

Derivatives not designated as hedging instruments:
Interest rate contracts:
Customer swaps - upstream	$	142,425	$	919,653	$	2,259,248	$	701,257	$	48,215	$	430,808	$	2,855,442	$	2,237,542
Customer swaps - downstream	2,259,248		701,257		142,425		919,653		2,855,442		2,237,542		48,215		430,808
Foreign exchange contracts	—		1,202		—		1,202
Forward sales contracts	144,368		1,140		211,049		143,179		196,388		44,011		463,108		230,998
Written and purchased options	339,569		229,333		128,150		140,645		699,162		268,590		136,043		121,981
Other contracts	74,085		50,527		145,443		85,623		114,755		108,008		251,173		183,243
Total derivatives not designated as hedging instruments	$	2,959,695	$	1,903,112	$	2,886,315	$	1,991,559	$	3,913,962	$	3,088,959	$	3,753,981	$	3,204,572
Total	$	3,759,695	$	2,311,612	$	2,994,815	$	1,991,559	$	4,713,962	$	3,888,959	$	3,862,481	$	3,313,072

The Company has entered into risk participation agreements with counterparties to transfer or assume credit exposures related to interest rate derivatives. The notional amounts of risk participation agreements sold were ~~$145.4~~$251.2 million and ~~$85.6~~$183.2 million at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. Assuming all underlying third party customers referenced in the swap contracts defaulted at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the exposure from these agreements would not be material based on the fair value of the underlying swaps.

The Company is party to collateral agreements with certain derivative counterparties. Such agreements require that the Company maintain collateral based on the fair values of individual derivative transactions. In the event of default by the Company, the counterparty would be entitled to the collateral.

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018, the Company was not required to post collateral due to the Company's derivative position at the balance sheet date. At September 30,~~ 2019, ~~and December 31, 2018,~~ the Company was required to post ~~$106.5~~$226.8 million and ~~$35.8~~$79.6 million, respectively, in variation margin payments for its derivative transactions, which is required to be netted against the fair value of the derivatives in other assets or other liabilities on the consolidated balance sheets. The Company does not anticipate additional assets will be required to be posted as collateral, nor does it believe additional assets would be required to settle its derivative instruments immediately if contingent features were triggered at ~~September 30, 2019.~~March 31, 2020. The Company’s master netting agreements represent written, legally enforceable bilateral agreements that (1) create a single legal obligation for all individual transactions covered by the master agreement and (2) in the event of default, provide the non-defaulting counterparty the right to accelerate, terminate, and close-out on a net basis all transactions under the agreement and to promptly liquidate or set-off collateral posted by the defaulting counterparty. ~~As permitted by GAAP, the~~The Company does not offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against recognized fair value amounts of derivatives executed with the same counterparty under a master netting agreement.

The following table reconciles the gross amounts presented in the consolidated balance sheets to the net amounts that would result in the event of offset.

September 30, 2019
Gross Amounts Presented in the Balance Sheet Gross Amounts Not Offset in the Balance Sheet Net
(in thousands) Derivatives Collateral
Derivatives subject to master netting arrangements
Derivative assets
Interest rate contracts designated as hedging instruments $ 23,338
$ —
$ —
$ 23,338
Interest rate contracts not designated as hedging instruments 104,791
(6,119 ) —
98,672
Written and purchased options 3,581
—
—
3,581
Total derivative assets subject to master netting arrangements $ 131,710
$ (6,119 ) $ —
$ 125,591

Derivative liabilities
Interest rate contracts not designated as hedging instruments $ 6,310
$ (6,119 ) $ —
$ 191
Written and purchased options 3,581
—
—
3,581
Total derivative liabilities subject to master netting arrangements $ 9,891
$ (6,119 ) $ —
$ 3,772



	March 31, 2020
	Gross Amounts Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet					Net
(in thousands)	Gross Amounts Presented in the Balance Sheet		Derivatives			Collateral		Net
Derivatives subject to master netting arrangements
Derivative assets
Interest rate contracts designated as hedging instruments	$	41,200	$	—		$	—	$	41,200
Interest rate contracts not designated as hedging instruments	222,787		(9,490		)	—		213,297
Written and purchased options	1,602		—			—		1,602
Total derivative assets subject to master netting arrangements	$	265,589	$	(9,490	)	$	—	$	256,099

Derivative liabilities
Interest rate contracts designated as hedging instruments	$	11	$	—		$	—	$	11
Interest rate contracts not designated as hedging instruments	10,528		(9,490		)	—		1,038
Written and purchased options	1,602		—			—		1,602
Total derivative liabilities subject to master netting arrangements	$	12,141	$	(9,490	)	$	—	$	2,651


	December 31, 2018									December 31, 2019
	Gross Amounts Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet					Net		Gross Amounts Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet					Net
(in thousands)	Gross Amounts Presented in the Balance Sheet		Derivatives			Collateral		Net		Gross Amounts Presented in the Balance Sheet		Derivatives			Collateral		Net
Derivatives subject to master netting arrangements
Derivative assets
Interest rate contracts designated as hedging instruments	$	3,469	$	—		$	—	$	3,469	$	18,967	$	—		$	—	$	18,967
Interest rate contracts not designated as hedging instruments	17,420		(619		)	—		16,801		77,943		(5,111		)	—		72,832
Written and purchased options	3,285		—			—		3,285		3,871		—			—		3,871
Total derivative assets subject to master netting arrangements	$	24,174	$	(619	)	$	—	$	23,555	$	100,781	$	(5,111	)	$	—	$	95,670

Derivative liabilities
Interest rate contracts not designated as hedging instruments	$	18,003	$	(619	)	$	—	$	17,384	$	6,735	$	(5,111	)	$	—	$	1,624
Written and purchased options	3,285		—			—		3,285		3,871		—			—		3,871
Total derivative liabilities subject to master netting arrangements	$	21,288	$	(619	)	$	—	$	20,669	$	10,606	$	(5,111	)	$	—	$	5,495

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company did not reclassify into earnings any gain or loss as a result of the discontinuance of cash flow hedges because it was probable the original forecasted transaction would not occur by the end of the originally specified term.

At ~~September 30, 2019,~~March 31, 2020, the Company did not expect to reclassify a material amount from accumulated other comprehensive income into interest income over the next twelve months for derivatives that will be settled.

At ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ and for the three ~~and nine~~ months then ended, information pertaining to the effect of the hedging instruments on the consolidated financial statements was as follows:

Amount of Gain (Loss) Recognized in OCI, net of taxes Location of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income, net of taxes Location of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Total Including Component Excluding Component Total Including Component Excluding Component Total Including Component Excluding Component
(in thousands) For the Three Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships 2019 2019 2019

Interest rate contracts $ (264 ) $ 312
$ (576 ) Interest expense $ (162 ) $ 102
$ (264 ) Interest expense $ —
$ —
$ —

2018 2018 2018

Interest rate contracts $ 818
$ 818
$ —
Interest expense $ (22 ) $ (22 ) $ —
Interest expense $ —
$ —
$ —

Amount of Gain (Loss) Recognized in OCI, net of taxes Location of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income, net of taxes Location of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Total Including Component Excluding Component Total Including Component Excluding Component Total Including Component Excluding Component
(in thousands) For the Nine Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships 2019 2019 2019

Interest rate contracts $ 1,992
$ 3,196
$ (1,204 ) Interest expense $ (467 ) $ 212
$ (679 ) Interest expense $ —
$ —
$ —

2018 2018 2018

Interest rate contracts $ 4,762
$ 4,762
$ —
Interest expense $ (178 ) $ (178 ) $ —
Interest expense $ —
$ —
$ —



		Amount of Gain (Loss) Recognized in OCI, net of taxes									Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income, net of taxes									Location of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)


		Total			Including Component			Excluding Component				Total			Including Component			Excluding Component				Total		Including Component		Excluding Component
(in thousands)		For the Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationships		2020										2020										2020
	Interest rate contracts	$	10,441		$	10,628		$	(187	)	Interest expense	$	442		$	707		$	(265	)	Interest expense	$	—	$	—	$	—


		2019										2019										2019
	Interest rate contracts	$	(2,185	)	$	(3,098	)	$	913		Interest expense	$	(227	)	$	(69	)	$	(158	)	Interest expense	$	—	$	—	$	—

Information pertaining to the effect of derivatives not designated as hedging instruments on the consolidated financial statements as of ~~September 30,~~March 31, was as follows:


	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives												Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		For the Three Months Ended September 30,						For the Nine Months Ended September 30,							For the Three Months Ended March 31,
(in thousands)		2019			2018			2019			2018				2020			2019
Interest rate contracts ⁽¹⁾	Commission income	$	4,067		$	2,586		$	10,761		$	5,093		Commission income	$	3,759		$	4,181
Foreign exchange contracts	Other income	8			7			14			17			Other income	—			5
Forward sales contracts	Mortgage income	(1,765		)	948			(8,085		)	4,563			Mortgage income	(10,910		)	(3,209		)
Written and purchased options	Mortgage income	(1,848		)	(692		)	1,675			473			Mortgage income	12,659			1,863
Other contracts	Other income	(72		)	1			(99		)	(4		)	Other income	(454		)	(9		)
Total		$	390		$	2,850		$	4,266		$	10,142			$	5,054		$	2,831
⁽¹⁾Includes fees associated with customer interest rate contracts														⁽¹⁾Includes fees associated with customer interest rate contracts

^{(1) Includes fees associated with customer interest rate contracts.}

~~NOTE 8 – LEASES~~

~~IBERIABANK as Lessee~~

The Company leases certain branch and corporate offices, land and ATM facilities through operating leases with terms ranging from less than one year to 44 years. The Company has no financing leases (formerly capital leases). As discussed in Note 2, Recent Accounting Pronouncements, the Company adopted new guidance for leases on January 1, 2019 which requires leases, whether classified as operating leases or financing leases, to be accounted for as the acquisition of a right-of-use asset (ROU asset) and a related lease liability recorded at the present value of the lease payments less any lease incentives. The ROU asset represents the Company’s right to use an underlying asset for the lease term and is included in other assets on the Company’s consolidated balance sheets. The lease liability represents the Company’s obligation to make lease payments and is included in other liabilities in the Company’s consolidated balance sheets. The cost of the lease is recognized on a straight-line basis over the lease term as lease expense. Prior to January 1, 2019, operating leases were not recorded on the balance sheet. See Note 2, Recent Accounting Pronouncements, for further discussion of the adoption on this new guidance.

Subsequent to the adoption of ASC 842 on January 1, 2019, the Company reviews new lease and service contracts to determine if the contracts contain an embedded lease. For leases that do not provide an implicit rate, the Company uses the corresponding FHLB Advance rate based on the lease term at commencement in determining the present value of lease payments. For leases with variable lease payments, the present value is determined using the index at the lease commencement date. Changes in variable rent payments due to subsequent changes in the index or rate do not result in a re-measurement of the ROU asset or lease liability, but are recognized as expense in the period in which they occur. Certain of the Company’s leases contain options to either renew, extend or terminate the lease. During the third quarter of 2019, the exercise of existing renewal options became reasonably certain for several of the Company’s leases with current noncancelable terms ending in 2020. These renewal options have varying term lengths ranging from 1 to 5 years, and the payments associated with the renewal options were included in the measurement of the lease liability and ROU asset as of September 30, 2019. The Company also has lease agreements with lease and non-lease components, which are generally accounted for separately. Non-lease components, which primarily consist of common area maintenance, utilities, and janitorial services, are based on the stand-alone price of the services and expensed as incurred.

Operating lease expense for the three and nine months ended September 30, 2019 totaled $6.9 million and $20.5 million, respectively. During the three and nine months ended September 30, 2019, the Company paid $6.7 million and $21.1 million, respectively, for amounts included in the measurement of lease liabilities and $18.1 million and $31.3 million, respectively, to obtain ROU assets.

~~The following summarizes the ROU asset and lease liabilities as of September 30, 2019:~~

(in thousands) September 30, 2019
Right-of-use assets $ 112,156
Lease liabilities 131,800
Weighted average remaining lease term 7.95
Weighted average discount rate 3.14 %

~~Maturities of operating lease liabilities as of September 30, 2019 were as follows:~~

(in thousands)
2019 $ 6,732
2020 25,895
2021 23,847
2022 21,414
2023 16,659
2024 and thereafter 55,296
Total operating lease payments $ 149,843
Less: Imputed interest 18,043
Total lease liabilities $ 131,800

~~As of September 30, 2019, the Company had not entered into any material leases that had not yet commenced.~~

~~IBERIABANK as Lessor~~

As a lessor, the Company engages in the leasing of equipment to commercial customers primarily through direct financing and sales-type leases. Direct financing and sales-type leases are similar to other forms of installment lending in that lessors generally do not retain benefits and risks incidental to ownership of the property subject to leases. Such arrangements are essentially financing transactions that permit lessees to acquire and use property. The new guidance on leases discussed above did not have a significant impact on the lessor model of accounting. As lessor, the sum of all minimum lease payments over the lease term and the estimated residual value, less unearned interest income, is recorded as the net investment in the lease on the commencement date and is included in loans and leases, net of unearned income in the consolidated balance sheets. Interest income is accrued as earned over the term of the lease based on the net investment in leases. Fees incurred to originate the lease are deferred on the commencement date and recognized as an adjustment of the yield on the lease.

The Company’s portfolio of direct financing and sales-type leases contains terms of 3 to 20 years. Some of these leases contain options to extend the leases for up to 12 months and/or to terminate the lease within one year. These direct financing and sales-type leases typically include a payment structure set at lease inception and do not provide any additional services. Expenses associated with the leased equipment, such as maintenance and insurance, are paid by the lessee directly to third parties. The lease agreement typically contains an option for the purchase of the leased property by the lessee at the end of the lease term at either the property’s residual value or a specified price. In all cases, the Company expects to sell or re-lease the equipment at the end of the lease term. Due to the nature and structure of the Company’s direct financing and sales-type leases, there is no selling profit or loss on these transactions.

At a lease’s inception, the Company determines the expected residual value of the leased property at the end of the lease term based on the type of equipment leased, location and usage, as well as the contractual return provisions in the lease agreement. Additionally, the Company utilizes multiple market sources of data to establish equipment values and in many cases engages certified appraisers to provide valuation analyses. In order to manage the risk associated with the residual value of its leased assets, lease agreements typically include various provisions designed to protect the value of the leased property, such as contractual equipment maintenance, use and return provisions, remarketing agreements, and lessee guarantees. In a few cases, the Company also obtains third-party guarantees to further manage residual risk in the portfolio. On an annual basis, leased properties with material residual values are reviewed for impairment.

~~The components of the Company’s net investment in leases were as follows:~~

(in thousands) September 30, 2019
Lease payment receivable $ 363,224
Unguaranteed residual assets 34,991
Total net investment in leases $ 398,215

For the three and nine months ended September 30, 2019, interest income for direct financing or sales-type leases totaled $3.1 million and $7.4 million. During the three and nine months ended September 30, 2019, there was no profit or loss recognized at the commencement date for direct financing or sales-type leases.

~~Maturities of the Company's lease receivables as of September 30, 2019 were as follows:~~

(in thousands)
2019 $ 21,480
2020 82,993
2021 68,163
2022 62,809
2023 48,670
2024 and thereafter 90,277
Total future minimum lease payments $ 374,392
Less: Imputed interest 11,168
Lease receivables $ 363,224

NOTE 98 – SHAREHOLDERS' EQUITY, CAPITAL RATIOS AND OTHER REGULATORY MATTERS

Preferred Stock

On April 4, 2019, the Company issued and sold an aggregate of 4,000,000 depositary shares (the “Series D Depositary Shares”), each representing a 1/400th ownership interest in a share of the Company’s 6.100% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series D, par value $1.00 per share, (“Series D Preferred Stock”), with a liquidation preference of $10,000 per share of Series D Preferred Stock (equivalent to $25 per depositary share), which represents $100 million in aggregate liquidation preference.

Dividends will accrue and be payable on the Series D Preferred Stock, if declared by the Company's Board of Directors, and (i) will be paid semi-annually on May 1 and November 1, in arrears, at an annual rate equal to 6.100% for each period from the issuance date to May 1, 2024 and (ii) will be paid quarterly on February 1, May 1, August 1, and November 1 at an annual rate equal to three-month LIBOR plus 3.859% for each period on or after August 1, 2024. The Company may redeem the Series D Preferred Stock at its option, subject to regulatory approval, as described in the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on April 4, 2019.

The following table presents a summary of the Company's non-cumulative perpetual preferred stock:


							September 30, 2019		December 31, 2018
	Issuance Date	Earliest Redemption Date	Annual Dividend Rate		Liquidation Amount		Carrying Amount		Carrying Amount								March 31, 2020		December 31, 2019
(in thousands)	(in thousands)										Issuance Date	Earliest Redemption Date	Annual Dividend Rate		Liquidation Amount		Carrying Amount		Carrying Amount
Series B Preferred Stock	8/5/2015	8/1/2025	6.625	%	$	80,000	$	76,812	$	76,812	8/5/2015	8/1/2025	6.625	%	$	80,000	$	76,812	$	76,812
Series C Preferred Stock	5/9/2016	5/1/2026	6.600	%	57,500		55,285		55,285		5/9/2016	5/1/2026	6.600	%	57,500		55,285		55,285
Series D Preferred Stock	4/4/2019	5/1/2024	6.100	%	100,000		96,388		—		4/4/2019	5/1/2024	6.100	%	100,000		96,388		96,388
					$	237,500	$	228,485	$	132,097					$	237,500	$	228,485	$	228,485

Common Stock

In 2018, the Company's Board of Directors authorized the repurchase of up to 2,765,000 shares of IBERIABANK Corporation's outstanding common stock. The remaining 117,230 shares available under this plan were repurchased during the third quarter of 2019. Also during the third quarter of 2019, the Company announced a ~~new~~ Board-approved share repurchase program for up to 1,600,000 shares, or approximately 3% of total common shares outstanding at the time of the announcement. ~~Stock repurchases under this program will be made from time to time, on the open market or in privately negotiated transactions.~~ The ~~timing of these repurchases will depend on market conditions and other requirements. The share repurchase program does~~Company did not ~~obligate the Company to~~ repurchase any ~~dollar amount or number of~~common shares ~~and expires~~ during the ~~third quarter of 2021. The program may~~three months ended March 31, 2020. At March 31, 2020, there were 1,165,000 remaining shares that could be ~~extended, modified, suspended, or discontinued at any time.~~

repurchased under the current plan. No further common stock repurchases are expected due to the pending merger with First Horizon. During the ~~third quarter of~~three months ended March 31, 2019, the Company repurchased ~~552,230~~387,921 common shares for approximately ~~$40.0~~$29.9 million at a weighted average cost of ~~$72.46~~$77.19 per share. During the third quarter of 2018, the Company repurchased 363,210 common shares for approximately $30.4 million at a weighted average cost of $83.63. During the nine months ended September 30, 2019, the Company repurchased 2,700,000 common shares for approximately $204.7 million at a weighted average cost of $75.83 per share. During the nine months ended September 30, 2018, the Company repurchased 763,210 common shares for approximately $61.0 million at a weighted average cost of $79.99 per share.

~~At September 30, 2019, the remaining number of common shares that could be repurchased under the new plan was 1,165,000 shares.~~

Regulatory Capital

The Company and IBERIABANK are subject to various regulatory capital requirements administered by federal and state 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 effect on the Company’s consolidated financial statements. Under capital adequacy regulations and the regulatory framework for prompt corrective action, the Company and IBERIABANK, as applicable, must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

As of ~~September 30, 2019,~~March 31, 2020, the Company and IBERIABANK met all capital adequacy requirements to which they are subject.

As of ~~September 30, 2019,~~March 31, 2020, the most recent notification from the FRB categorized IBERIABANK as well-capitalized under the regulatory framework for prompt corrective action (the prompt corrective action requirements are not applicable to the Company). To be categorized as well-capitalized, an institution must maintain minimum ~~total~~Total risk-based, Tier 1 risk-based, Common Equity Tier 1, and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed that categorization.

In response to the COVID-19 pandemic, during the first quarter of 2020, the joint federal bank regulatory agencies issued an interim final rule that allows financial institutions to mitigate the effects of the adoption of CECL on regulatory capital. Because the Company adopted CECL as of January 1, 2020, it has elected to mitigate the estimated cumulative effects of adoption on regulatory capital for two years, after which the effects of adoption will be phased-in over a three-year period from January 1, 2022 through December 31, 2024. Under the interim final rule, the adjustments to regulatory capital that are deferred until the phase-in period include both the initial impact of the adoption of CECL at January 1, 2020 on retained earnings, as well as 25% of the subsequent change in the Company's total allowance for expected credit losses during each three-month period of the two-year period ending December 31, 2021. Capital amounts and ratios at March 31, 2020 in the table below reflect the adoption of the CECL regulatory capital adjustment.

The Company’s and IBERIABANK’s actual capital amounts and ratios as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 are presented in the following tables:


(in thousands)	September 30, 2019										March 31, 2020
	Minimum				Well-Capitalized		Actual				Minimum				Well-Capitalized		Actual
	Amount		Ratio		Amount	Ratio	Amount		Ratio		Amount		Ratio		Amount	Ratio	Amount		Ratio
Tier 1 Leverage
Consolidated	$	1,208,894	4.00	%	N/A	N/A	$	2,955,775	9.78	%	$	1,228,618	4.00	%	N/A	N/A	$	3,051,243	9.93	%
IBERIABANK	1,206,257		4.00		1,507,821	5.00	2,861,883		9.49		1,225,516		4.00		1,531,895	5.00	3,008,038		9.82
Common Equity Tier 1 (CET1)
Consolidated	$	1,179,356	4.50	%	N/A	N/A	$	2,727,290	10.41	%	$	1,216,954	4.50	%	N/A	N/A	$	2,822,758	10.44	%
IBERIABANK	1,175,984		4.50		1,698,643	6.50	2,861,883		10.95		1,212,501		4.50		1,751,390	6.50	3,008,038		11.16
Tier 1 Risk-Based Capital
Consolidated	$	1,572,475	6.00	%	N/A	N/A	$	2,955,775	11.28	%	$	1,622,605	6.00	%	N/A	N/A	$	3,051,243	11.28	%
IBERIABANK	1,567,978		6.00		2,090,638	8.00	2,861,883		10.95		1,616,668		6.00		2,155,557	8.00	3,008,038		11.16
Total Risk-Based Capital
Consolidated	$	2,096,633	8.00	%	N/A	N/A	$	3,234,654	12.34	%	$	2,163,474	8.00	%	N/A	N/A	$	3,375,550	12.48	%
IBERIABANK	2,090,638		8.00		2,613,297	10.00	3,024,262		11.57		2,155,557		8.00		2,694,446	10.00	3,215,845		11.94


(in thousands)	December 31, 2018										December 31, 2019
	Minimum				Well-Capitalized		Actual				Minimum				Well-Capitalized		Actual
	Amount		Ratio		Amount	Ratio	Amount		Ratio		Amount		Ratio		Amount	Ratio	Amount		Ratio
Tier 1 Leverage
Consolidated	$	1,168,343	4.00	%	N/A	N/A	$	2,812,863	9.63	%	$	1,220,289	4.00	%	N/A	N/A	$	3,021,004	9.90	%
IBERIABANK	1,165,537		4.00		1,456,921	5.00	2,733,099		9.38		1,217,638		4.00		1,522,048	5.00	2,949,533		9.69
Common Equity Tier 1 (CET1)
Consolidated	$	1,125,405	4.50	%	N/A	N/A	$	2,680,766	10.72	%	$	1,194,765	4.50	%	N/A	N/A	$	2,792,520	10.52	%
IBERIABANK	1,122,712		4.50		1,621,695	6.50	2,733,099		10.95		1,191,062		4.50		1,720,423	6.50	2,949,533		11.14
Tier 1 Risk-Based Capital
Consolidated	$	1,500,540	6.00	%	N/A	N/A	$	2,812,863	11.25	%	$	1,593,020	6.00	%	N/A	N/A	$	3,021,004	11.38	%
IBERIABANK	1,496,949		6.00		1,995,932	8.00	2,733,099		10.95		1,588,083		6.00		2,117,444	8.00	2,949,533		11.14
Total Risk-Based Capital
Consolidated	$	2,000,720	8.00	%	N/A	N/A	$	3,084,764	12.33	%	$	2,124,026	8.00	%	N/A	N/A	$	3,300,730	12.43	%
IBERIABANK	1,995,932		8.00		2,494,915	10.00	2,888,500		11.58		2,117,444		8.00		2,648,805	10.00	3,112,758		11.76

Minimum capital ratios are subject to a capital conservation buffer. In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. This capital conservation buffer is calculated as the lowest of the differences between the actual CET1 ratio, Tier 1 Risk-Based Capital Ratio, and Total Risk-Based Capital ratio and the corresponding minimum ratios. At ~~September 30, 2019,~~March 31, 2020, the required minimum capital conservation buffer was 2.50%. At ~~September 30, 2019,~~March 31, 2020, the capital conservation buffers of the Company and IBERIABANK were ~~4.34%~~4.48% and ~~3.57%~~3.94%, respectively.

NOTE 109 – EARNINGS PER SHARE

The computations of basic and diluted earnings per share were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(in thousands, except per share data)	2019			2018			2019			2018			2020			2019
Earnings Per Common Share - Basic:
Net income	$	99,850		$	101,465		$	301,579		$	240,210		$	36,425		$	100,131
Less: Preferred stock dividends	3,599			3,599			8,146			8,146
Less: Dividends and undistributed earnings allocated to unvested restricted shares	874			908			2,806			2,341
Preferred stock dividends													(3,598		)	(3,598		)
Dividends and undistributed earnings allocated to unvested restricted shares													(367		)	(933		)
Earnings allocated to common shareholders - basic	$	95,377		$	96,958		$	290,627		$	229,723		$	32,460		$	95,600
Weighted average common shares outstanding	51,984			55,571			53,160			55,047			51,979			54,177
Earnings per common share - basic	$	1.83		$	1.74		$	5.47		$	4.17		$	0.62		$	1.76
Earnings Per Common Share - Diluted:
Earnings allocated to common shareholders - basic	$	95,377		$	96,958		$	290,627		$	229,723		$	32,460		$	95,600
Adjustment for undistributed earnings allocated to unvested restricted shares	(17		)	(25		)	(37		)	(49		)	(3		)	(42		)
Earnings allocated to common shareholders - diluted	$	95,360		$	96,933		$	290,590		$	229,674		$	32,457		$	95,558
Weighted average common shares outstanding	51,984			55,571			53,160			55,047			51,979			54,177
Dilutive potential common shares	308			374			333			360			217			362
Weighted average common shares outstanding - diluted	52,292			55,945			53,493			55,407			52,196			54,539
Earnings per common share - diluted	$	1.82		$	1.73		$	5.43		$	4.14		$	0.62		$	1.75

For the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the calculations for basic shares outstanding excluded weighted average shares owned by the RRP of ~~491,977~~608,128 and ~~542,796, respectively. For the nine months ended September 30, 2019 and 2018, the calculations for basic shares outstanding excluded weighted average shares owned by the RRP of 525,652 and 581,397,~~564,188, respectively.

The effects from the assumed exercises of ~~152,991~~517,900 and ~~60,931~~155,757 stock options were not included in the computation of diluted earnings per share for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively, because they were antidilutive. For the nine months ended September 30, 2019 and 2018, the effects from the assumed exercises of 152,991 and 147,834 stock options, respectively, were not included in the computation of diluted earnings per share because they were antidilutive.anti-dilutive.

~~NOTE 11 – SHARE-BASED COMPENSATION~~

The Company has various types of share-based compensation plans that permit the granting of awards in the form of stock options, restricted stock, restricted share units and phantom stock. These plans are administered by the Compensation Committee of the Board of Directors, which selects persons eligible to receive awards and determines the terms, conditions and other provisions of the awards. At September 30, 2019, awards of 3,450,647 shares could be made under approved incentive compensation plans. The Company issues shares to fulfill stock option exercises and restricted share units and restricted stock awards vesting from available authorized common shares. At September 30, 2019, the Company believes there are adequate authorized shares to satisfy anticipated stock option exercises and restricted share unit and restricted stock award vesting.

~~Stock option awards~~

The Company issues stock options under various plans to directors, officers and other key employees. The option exercise price cannot be less than the fair value of the underlying common stock as of the date of the option grant and the maximum option term cannot exceed ten years.

~~The following table represents the activity related to stock options during the periods indicated:~~

Number of Shares Weighted Average Exercise Price
Outstanding options, December 31, 2017 686,366
$ 58.24
Granted 97,620
82.02
Exercised (41,697 ) 53.12
Forfeited or expired (27,328 ) 68.19
Outstanding options, September 30, 2018 714,961
$ 61.41
Exercisable options, September 30, 2018 500,349
$ 56.70

Outstanding options, December 31, 2018 714,420
$ 61.41
Granted 127,090
70.34
Exercised (50,375 ) 52.99
Forfeited or expired (12,227 ) 72.79
Outstanding options, September 30, 2019 778,908
$ 63.23
Exercisable options, September 30, 2019 533,784
$ 58.60

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards. The following weighted-average assumptions were used for option awards issued during the following periods:

For the Nine Months Ended September 30,
2019 2018
Expected dividends 2.3 % 1.8 %
Expected volatility 24.5 % 24.3 %
Risk-free interest rate 2.5 % 2.7 %
Expected term (in years) 5.7
5.8
Weighted-average grant-date fair value $ 14.44
$ 18.48

The assumptions above are based on multiple factors, including historical stock option exercise patterns and post-vesting employment termination behaviors, expected future exercise patterns and the expected volatility of the Company’s stock price.

The following table represents the compensation expense that is included in non-interest expense and related income tax benefits in the accompanying consolidated statements of comprehensive income related to stock options for the following periods:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Compensation expense related to stock options $ 373
$ 321
$ 1,058
$ 952
Income tax benefit related to stock options 28
23
78
70

~~At September 30, 2019, there was $2.4 million of unrecognized compensation expense related to stock options that is expected to be recognized over a weighted-average period of 2.7 years.~~

~~Restricted stock awards~~

The Company issues restricted stock under various plans for certain officers and directors. The restricted stock awards may not be sold or otherwise transferred until certain restrictions have lapsed. The holders of the restricted stock receive dividends and have the right to vote the shares. The compensation expense for these awards is determined based on the market price of the Company's common stock at the date of grant applied to the total number of shares granted and is recognized over the vesting period (generally three to five years). As of September 30, 2019 and 2018, unrecognized share-based compensation expense associated with these awards totaled $24.3 million and $30.9 million, respectively. The unrecognized compensation expense related to restricted stock awards at September 30, 2019 is expected to be recognized over a weighted-average period of 1.3 years.

~~Restricted share units~~

The Company issues restricted share units to certain of its executive officers. Restricted share units vest after the end of a three year performance period, based on satisfaction of the market and performance conditions set forth in the restricted share unit agreements. Recipients do not possess voting or investment power over the common stock underlying such units until vesting. The grant date fair value of these restricted share units is the same as the value of the corresponding number of shares of common stock, adjusted for assumptions surrounding the market-based conditions contained in the respective agreements. See Note 1, Summary of Significant Accounting Policies, in the 2018 Annual Report on Form 10-K for the year ended December 31, 2018, for further discussion of restricted share units with market or performance conditions.

The following table represents the compensation expense that was included in non-interest expense and related income tax benefits in the accompanying consolidated statements of comprehensive income related to restricted stock awards and restricted share units for the periods indicated:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Compensation expense related to restricted stock awards and restricted share units $ 5,088
$ 4,843
$ 16,242
$ 14,192
Income tax benefit related to restricted stock awards and restricted share units 1,068
1,017
3,411
2,980

~~The following table represents unvested restricted stock award and restricted share unit activity for the following periods:~~

For the Nine Months Ended September 30,
2019 2018
Number of shares at beginning of period 700,628
738,187
Granted 217,078
229,181
Forfeited (18,955 ) (70,981 )
Vested (248,047 ) (192,217 )
Number of shares at end of period 650,704
704,170

~~Phantom stock awards~~

The Company issues phantom stock awards to certain key officers and employees. The awards are subject to a vesting period of five years and are paid out in cash upon vesting. The amount paid per vesting period is calculated as the number of vested “share equivalents” multiplied by the closing market price of a share of the Company’s common stock on the vesting date. Share equivalents are calculated on the date of grant as the total award’s dollar value divided by the closing market price of a share of the Company’s common stock on the grant date.

The following table represents compensation expense recorded for phantom stock based on the number of share equivalents vested at September 30 of the periods indicated and the current market price of the Company’s stock at that time:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(in thousands) 2019 2018 2019 2018
Compensation expense related to phantom stock $ 2,257
$ 2,375
$ 7,902
$ 7,388

~~The following table represents phantom stock award activity during the periods indicated:~~

(in thousands)
Number of share equivalents ⁽¹⁾

Value of share equivalents ⁽²⁾
Balance, December 31, 2017 393,844
$ 30,523
Granted 151,908
12,358
Forfeited share equivalents (59,550 ) 4,844
Vested share equivalents (130,497 ) 10,871
Balance, September 30, 2018 355,705
$ 28,937

Balance, December 31, 2018 353,407
$ 22,717
Granted 183,879
13,890
Forfeited share equivalents (30,283 ) 2,288
Vested share equivalents (107,592 ) 8,116
Balance, September 30, 2019 399,411
$ 30,171


⁽¹⁾	~~Number of share equivalents includes all reinvested dividend equivalents for the periods indicated.~~

⁽²⁾

Except for share equivalents at the beginning of each period, which are based on the value at that time, and vested share payments, which are based on the cash paid at the time of vesting, the value of share equivalents is calculated based on the market price of the Company’s stock at the end of the respective periods. The market price of the Company’s stock was $75.54 and $81.35 on September 30, 2019, and 2018, respectively.

NOTE 1210 – FAIR VALUE MEASUREMENTS

Recurring fair value measurements

The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 and their classification within the fair value hierarchy. See Note 1, Summary of Significant Accounting Policies, in the ~~Annual Report on Form~~2019 10-K, ~~for the year ended December 31, 2018,~~ for a description of how fair value measurements are determined.


	September 30, 2019								March 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Securities available for sale	$	—	$	4,238,082	$	—	$	4,238,082	$	—	$	3,914,960	$	—	$	3,914,960
Mortgage loans held for sale	—		255,276		—		255,276		—		207,845		—		207,845
Mortgage loans held for investment, at fair value option	—		—		4,138		4,138		—		—		2,779		2,779
Derivative instruments	—		136,235		—		136,235		—		283,525		—		283,525
Total	$	—	$	4,629,593	$	4,138	$	4,633,731	$	—	$	4,406,330	$	2,779	$	4,409,109
Liabilities
Derivative instruments	$	—	$	10,851	$	—	$	10,851	$	—	$	23,798	$	—	$	23,798
Total	$	—	$	10,851	$	—	$	10,851	$	—	$	23,798	$	—	$	23,798

	December 31, 2018								December 31, 2019
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Securities available for sale	$	—	$	4,783,579	$	—	$	4,783,579	$	—	$	3,933,360	$	—	$	3,933,360
Mortgage loans held for sale	—		107,734		—		107,734		—		213,357		—		213,357
Mortgage loans held for investment, at fair value option	—		—		3,143		3,143		—		—		2,792		2,792
Derivative instruments	—		27,048		—		27,048		—		104,151		—		104,151
Total	$	—	$	4,918,361	$	3,143	$	4,921,504	$	—	$	4,250,868	$	2,792	$	4,253,660
Liabilities
Derivative instruments	$	—	$	22,124	$	—	$	22,124	$	—	$	11,799	$	—	$	11,799
Total	$	—	$	22,124	$	—	$	22,124	$	—	$	11,799	$	—	$	11,799

~~During the nine months ended September 30, 2019, there were 0 transfers between the Level 1 and Level 2 fair value categories.~~

Non-recurring fair value measurements

The Company holds certain assets that are measured at fair value only in certain circumstances, such as impairment. The following table presents information about the Company's assets that are measured at fair value and still held as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 for which a non-recurring fair value adjustment was recorded during the periods then ended. See Note 1, Summary of Significant Accounting Policies, in the ~~Annual Report on Form~~2019 10-K, ~~for the year ended December 31, 2018,~~ for a description of how fair value measurements are determined.


	September 30, 2019								March 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Impaired loans	$	—	$	—	$	79,442	$	79,442	$	—	$	—	$	87,227	$	87,227
OREO, net	—		—		4,008		4,008		—		—		6,869		6,869
Total	$	—	$	—	$	83,450	$	83,450	$	—	$	—	$	94,096	$	94,096

	December 31, 2018								December 31, 2019
(in thousands)	Level 1		Level 2		Level 3		Total
									Level 1		Level 2		Level 3		Total
Assets
Impaired loans	$	—	$	—	$	65,914	$	65,914	$	—	$	—	$	74,763	$	74,763
OREO, net	—		—		6,433		6,433		—		—		4,907		4,907
Total	$	—	$	—	$	72,347	$	72,347	$	—	$	—	$	79,670	$	79,670

The tables above exclude the initial measurement of assets and liabilities that were acquired as part of business combinations. These assets and liabilities were recorded at their fair value upon acquisition in accordance with GAAP and were not re-measured during the periods presented unless specifically required by GAAP. Acquisition date fair values represent either Level 2 fair value measurements (investment securities, deposits, and premises and equipment) or Level 3 fair value measurements (loans, core deposit intangible assets, and debt). Refer to Note 3, Acquisition Activity, in the Annual Report on Form 10-K for the year ended December 31, 2018, for further detail.

The Company did not record any liabilities at fair value for which measurement of the fair value was made on a non-recurring basis as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019.

Fair value option

The Company has elected the fair value option for originated residential mortgage loans held for sale, which allows for a more effective offset of the changes in fair values of the loans and the derivative instruments used to hedge them without the burden of complying with the requirements for hedge accounting. The Company also has a portion of mortgage loans held for investment for which the fair value option was elected upon origination and which continue to be accounted for at fair value at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for mortgage loans held for sale and mortgage loans held for investment measured at fair value:


	September 30, 2019							December 31, 2018							March 31, 2020							December 31, 2019
(in thousands)	Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Unpaid Principal			Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Unpaid Principal			Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Unpaid Principal			Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Unpaid Principal
Mortgage loans held for sale, at fair value	$	255,276	$	248,256	$	7,020		$	107,734	$	104,345	$	3,389		$	207,845	$	201,259	$	6,586		$	213,357	$	207,481	$	5,876
Mortgage loans held for investment, at fair value	4,138		4,306		(168		)	3,143		3,595		(452		)	2,779		2,804		(25		)	2,792		2,922		(130		)

Interest income on mortgage loans held for sale and mortgage loans held for investment at fair value option is recognized based on contractual rates and is reflected in interest income on loans held for sale in the consolidated statements of comprehensive income. The following table details net gains (losses) resulting from the change in fair value of loans that were recorded in mortgage income in the consolidated statements of comprehensive income for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019. The changes in fair value are mostly offset by economic hedging activities, with an insignificant portion of these changes attributable to changes in instrument-specific credit risk.


	Net Gains (Losses) Resulting From Changes in Fair Value											Net Gains (Losses) Resulting From Changes in Fair Value
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,					For the Three Months Ended March 31,
(in thousands)	2019			2018			2019		2018			2020		2019
Fair value option
Mortgage loans held for sale, at fair value	$	100		$	(1,041	)	$	3,631	$	(2,513	)	$	711	$	652
Mortgage loans held for investment, at fair value	(14		)	(296		)	73		(1,217		)	—		191

NOTE 1311 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based 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. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC Topic 825, ~~Financial Instruments~~, excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The carrying amount and estimated fair values of the Company’s financial instruments, as well as the level within the fair value hierarchy, are included in the tables below. See Note 1, Summary of Significant Accounting Policies, ~~and Note 2, Recent Accounting Pronouncements,~~ in the ~~Annual Report on Form~~2019 10-K, ~~for the year ended December 31, 2018,~~ for a description of how fair value measurements are determined.


		September 30, 2019											March 31, 2020
(in thousands)		Carrying Amount		Fair Value		Level 1		Level 2		Level 3			Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Measurement Category
Fair Value
	Financial Assets											Financial Assets
	Securities available for sale	$	4,238,082	$	4,238,082	$	—	$	4,238,082	$	—	Securities available for sale	$	3,914,960	$	3,914,960	$	—	$	3,914,960	$	—
	Mortgage loans held for sale	255,276		255,276		—		255,276		—		Mortgage loans held for sale	207,845		207,845		—		207,845		—
	Mortgage loans held for investment, at fair value option	4,138		4,138		—		—		4,138		Mortgage loans held for investment, at fair value option	2,779		2,779		—		—		2,779
	Derivative instruments	136,235		136,235		—		136,235		—		Derivative instruments	283,525		283,525		—		283,525		—

	Financial Liabilities											Financial Liabilities
	Derivative instruments	10,851		10,851		—		10,851		—		Derivative instruments	23,798		23,798		—		23,798		—

Amortized Cost
	Financial Assets											Financial Assets
	Cash and cash equivalents	$	930,933	$	930,933	$	930,933	$	—	$	—	Cash and cash equivalents	$	945,062	$	945,062	$	945,062	$	—	$	—
	Securities held to maturity	185,007		192,586		—		192,586		—		Securities held to maturity	177,960		186,396		—		186,396		—
	Loans and leases, carried at amortized cost, net of unearned income and allowance for loan and lease losses	23,526,164		23,290,286		—		—		23,290,286		Loans and leases, carried at amortized cost, net of unearned income and allowance for loan and lease losses	24,254,947		24,209,165		—		—		24,209,165

	Financial Liabilities											Financial Liabilities
	Deposits	24,977,285		24,985,510		—		24,985,510		—		Deposits	25,526,237		25,547,705		—		25,547,705		—
	Short-term borrowings	498,049		498,049		223,049		275,000		—		Short-term borrowings	390,747		390,747		172,747		218,000		—
	Long-term debt	1,394,202		1,391,857		—		—		1,391,857		Long-term debt	1,288,172		1,261,688		—		—		1,261,688


		December 31, 2018											December 31, 2019
(in thousands)		Carrying Amount		Fair Value		Level 1		Level 2		Level 3			Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Measurement Category
Fair Value
	Financial Assets											Financial Assets
	Securities available for sale	$	4,783,579	$	4,783,579	$	—	$	4,783,579	$	—	Securities available for sale	$	3,933,360	$	3,933,360	$	—	$	3,933,360	$	—
	Mortgage loans held for sale	107,734		107,734		—		107,734		—		Mortgage loans held for sale	213,357		213,357		—		213,357		—
	Mortgage loans held for investment, at fair value option	3,143		3,143		—		—		3,143		Mortgage loans held for investment, at fair value option	2,792		2,792		—		—		2,792
	Derivative instruments	27,048		27,048		—		27,048		—		Derivative instruments	104,151		104,151		—		104,151		—

	Financial Liabilities											Financial Liabilities
	Derivative instruments	22,124		22,124		—		22,124		—		Derivative instruments	11,799		11,799		—		11,799		—

Amortized Cost
	Financial Assets											Financial Assets
	Cash and cash equivalents	$	690,453	$	690,453	$	690,453	$	—	$	—	Cash and cash equivalents	$	894,723	$	894,723	$	894,723	$	—	$	—
	Securities held to maturity	207,446		204,277		—		204,277		—		Securities held to maturity	182,961		189,899		—		189,899		—
	Loans and leases, carried at amortized cost, net of unearned income and allowance for loan and lease losses	22,376,101		22,088,236		—		—		22,088,236		Loans and leases, carried at amortized cost, net of unearned income and allowance for loan and lease losses	23,874,911		23,732,650		—		—		23,732,650

	Financial Liabilities											Financial Liabilities
	Deposits	23,763,431		23,752,139		—		23,752,139		—		Deposits	25,219,349		25,229,566		—		25,229,566		—
	Short-term borrowings	1,482,882		1,482,882		315,882		1,167,000		—		Short-term borrowings	204,208		204,208		204,208		—		—
	Long-term debt	1,166,151		1,154,062		—		—		1,154,062		Long-term debt	1,343,687		1,296,696		—		—		1,296,696

The fair value estimates presented herein are based upon pertinent information available to management as of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since these dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

NOTE 1412 – BUSINESS SEGMENTS

Each of the Company’s reportable operating segments serves the specific needs of the Company’s customers based on the products and services it offers. The reportable segments are based upon those revenue-producing components for which separate financial information is produced internally and primarily reflect the manner in which resources are allocated and performance is assessed. Further, the reportable operating segments are also determined based on the quantitative thresholds prescribed within ASC Topic 280, Segment Reporting, and consideration of the usefulness of the information to the users of the consolidated financial statements.

The Company reports the results of its operations through 3 reportable segments: IBERIABANK, Mortgage, and LTC. The IBERIABANK segment represents the Company’s commercial and retail banking functions, including its lending, investment, and deposit activities. IBERIABANK also includes the Company’s wealth management, capital markets, and other corporate functions. The Mortgage segment represents the Company’s origination, funding, and subsequent sale of one-to-four family residential mortgage loans. The LTC segment represents the Company’s title insurance and loan closing services.

Certain expenses not directly attributable to a specific reportable segment are allocated to segments based on pre-determined methods that reflect utilization. Also within IBERIABANK are certain reconciling items that translate reportable segment results into consolidated results. The following tables present certain information regarding operations by reportable segment, including a reconciliation of segment results to reported consolidated results for the periods presented. Reconciling items between segment results and reported results include:

Elimination of interest income and interest expense representing interest earned by IBERIABANK on interest-bearing checking accounts held by related companies, as well as the elimination of the related deposit balances at the IBERIABANK segment;

Elimination of investment in subsidiary balances on certain operating segments included in total and average segment assets; and

Elimination of intercompany due to and due from balances on certain operating segments that are included in total and average segment assets.


	Three Months Ended September 30, 2019										Three Months Ended March 31, 2020
(in thousands)	IBERIABANK			Mortgage		LTC			Consolidated		IBERIABANK			Mortgage		LTC		Consolidated
Interest and dividend income	$	330,896		$	2,282	$	—		$	333,178	$	300,930		$	1,999	$	—	$	302,929
Interest expense	83,845			—		—			83,845		72,587			—		—		72,587
Net interest income	247,051			2,282		—			249,333		228,343			1,999		—		230,342
Provision for (reversal of) credit losses	8,974			12		—			8,986
Provision for (reversal of) expected credit losses											68,960			11		—		68,971
Mortgage income	—			17,432		—			17,432		—			23,245		—		23,245
Title revenue	—			—		7,170			7,170		—			—		5,936		5,936
Other non-interest income (expense)	35,881			3,194		(3		)	39,072		35,465			10		—		35,475
Allocated expenses (income)	(4,068		)	2,991		1,077			—		(1,729		)	1,305		424		—
Non-interest expense	152,988			14,676		4,998			172,662		155,333			16,910		5,184		177,427
Income before income tax expense	125,038			5,229		1,092			131,359		41,244			7,028		328		48,600
Income tax expense	29,938			1,282		289			31,509		10,384			1,603		188		12,175
Net income	$	95,100		$	3,947	$	803		$	99,850	$	30,860		$	5,425	$	140	$	36,425
Total loans, leases, and loans held for sale, net of unearned income	$	23,650,057		$	281,756	$	—		$	23,931,813	$	24,522,757		$	226,720	$	—	$	24,749,477
Total assets	31,386,350			320,994		27,254			31,734,598		31,914,337			298,030		27,616		32,239,983
Total deposits	24,946,708			30,577		—			24,977,285		25,497,777			28,460				25,526,237
Average assets	31,256,216			271,817		26,258			31,554,291		31,694,266			264,341		27,532		31,986,139



	Three Months Ended March 31, 2019
(in thousands)	IBERIABANK			Mortgage			LTC			Consolidated
Interest and dividend income	$	324,644		$	1,439		$	1		$	326,084
Interest expense	75,600			—			—			75,600
Net interest income	249,044			1,439			1			250,484
Provision for (reversal of) credit losses	13,823			(60		)	—			13,763
Mortgage income	—			11,849			—			11,849
Title revenue	—			—			5,225			5,225
Other non-interest income (expense)	35,463			(12		)	(16		)	35,435
Allocated expenses (income)	(2,033		)	1,500			533			—
Non-interest expense	143,755			10,541			4,457			158,753
Income before income tax expense	128,962			1,295			220			130,477
Income tax expense	29,975			307			64			30,346
Net income	$	98,987		$	988		$	156		$	100,131
Total loans, leases, and loans held for sale, net of unearned income	$	22,944,800		$	151,946		$	—		$	23,096,746
Total assets	31,044,209			191,254			24,726			31,260,189
Total deposits	24,078,698			13,364			—			24,092,062
Average assets	30,660,806			148,174			24,520			30,833,500

Three Months Ended September 30, 2018
(in thousands) IBERIABANK Mortgage LTC Consolidated
Interest and dividend income $ 315,467
$ 1,599
$ 1
$ 317,067
Interest expense 57,842
—
—
57,842
Net interest income 257,625
1,599
1
259,225
Provision for (reversal of) credit losses 11,386
(2 ) —
11,384
Mortgage income —
12,729
—
12,729
Title revenue —
—
6,280
6,280
Other non-interest income (expense) 33,594
(16 ) 500
34,078
Allocated expenses (income) (3,691 ) 2,680
1,011
—
Non-interest expense 154,000
10,223
4,839
169,062
Income before income tax expense 129,524
1,411
931
131,866
Income tax expense 29,765
386
250
30,401
Net income $ 99,759
$ 1,025
$ 681
$ 101,465
Total loans, leases, and loans held for sale, net of unearned income $ 22,302,679
$ 84,203
$ —
$ 22,386,882
Total assets 29,974,065
119,322
25,000
30,118,387
Total deposits 23,179,549
13,897
—
23,193,446
Average assets 29,863,742
158,464
24,025
30,046,231

Nine Months Ended September 30, 2019
(in thousands) IBERIABANK Mortgage LTC Consolidated
Interest and dividend income $ 989,595
$ 5,633
$ 1
$ 995,229
Interest expense 240,073
—
—
240,073
Net interest income 749,522
5,633
1
755,156
Provision for (reversal of) credit losses 33,539
(35 ) —
33,504
Mortgage income —
47,725
—
47,725
Title revenue —
—
19,290
19,290
Other non-interest income (expense) 104,840
3,172
(19 ) 107,993
Allocated expenses (income) (10,515 ) 7,741
2,774
—
Non-interest expense 447,882
38,807
14,344
501,033
Income before income tax expense 383,456
10,017
2,154
395,627
Income tax expense 91,047
2,425
576
94,048
Net income $ 292,409
$ 7,592
$ 1,578
$ 301,579
Total loans, leases, and loans held for sale, net of unearned income $ 23,650,057
$ 281,756
$ —
$ 23,931,813
Total assets 31,386,350
320,994
27,254
31,734,598
Total deposits 24,946,708
30,577
—
24,977,285
Average assets 30,981,906
215,306
25,299
31,222,511

Nine Months Ended September 30, 2018
(in thousands) IBERIABANK Mortgage LTC Consolidated
Interest and dividend income $ 886,629
$ 4,802
$ 2
$ 891,433
Interest expense 143,206
��
—
143,206
Net interest income 743,423
4,802
2
748,227
Provision for (reversal of) credit losses 27,316
(26 ) —
27,290
Mortgage income —
36,045
—
36,045
Title revenue —
—
18,153
18,153
Other non-interest income (expense) 96,981
(83 ) 497
97,395
Allocated expenses (income) (9,043 ) 6,714
2,329
—
Non-interest expense 505,423
34,105
14,382
553,910
Income (loss) before income tax expense 316,708
(29 ) 1,941
318,620
Income tax expense (benefit) 78,516
(7 ) (99 ) 78,410
Net income (loss) $ 238,192
$ (22 ) $ 2,040
$ 240,210
Total loans, leases, and loans held for sale, net of unearned income $ 22,302,679
$ 84,203
$ —
$ 22,386,882
Total assets 29,974,065
119,322
25,000
30,118,387
Total deposits 23,179,549
13,897
—
23,193,446
Average assets 29,136,369
164,039
23,037
29,323,445

NOTE 1513 – COMMITMENTS AND CONTINGENCIES

Off-balance sheet commitments

In the normal course of business, to meet the financing needs of its customers, the Company is a party to credit-related financial instruments, with risk not reflected in the consolidated financial statements. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The credit policies used for these commitments are consistent with those used for on-balance sheet instruments. The Company’s exposure to credit loss in the event of non-performance by its customers under such commitments or letters of credit represents the contractual amount of the financial instruments as indicated in the table below. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the fair value of guarantees under commercial and standby letters of credit was ~~$2.2~~$2.8 million and ~~$2.4~~$3.3 million, respectively. This fair value will decrease as the existing commercial and standby letters of credit approach their expiration dates.

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively, the Company had the following financial instruments outstanding and related reserves, whose contract amounts represent credit risk:


(in thousands)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Commitments to extend credit	$	883,615	$	642,162	$	677,297	$	806,164
Unfunded commitments under lines of credit	7,252,052		6,883,963		7,006,974		7,240,808
Commercial and standby letters of credit	215,664		240,436		277,415		327,336
Reserve for unfunded lending commitments	16,144		14,830		18,302		16,637

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 by the borrower. Since many of the commitments are expected to be drawn upon, the total commitment amounts generally ~~represent~~represents future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if any, is based on management’s credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. Many of these types of commitments do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed. See Note 5, Allowance for Expected Credit Losses and Credit Quality, for additional information related to the Company’s reserve for unfunded lending commitments.

Commercial and standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper issuance, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. When necessary, they are collateralized, generally in the form of marketable securities and cash equivalents.

Legal proceedings

The nature of the business of the Company’s banking and other subsidiaries ordinarily results in a certain amount of claims, litigation, investigations, and legal and administrative cases and proceedings, which are considered incidental to the normal conduct of business. Some of these claims are against entities or assets of which the Company is a successor or acquired in business acquisitions. The Company has asserted defenses to these claims and, with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interest of the Company and its shareholders.

In July of 2016, the Company received a subpoena from the Office of Inspector General of the U.S. Department of Housing and Urban Development (“HUD”) requesting information on certain previously originated loans insured by the Federal Housing Administration ("FHA") as well as other documents regarding the Company's FHA-related policies and practices. After the Company complied with the subpoena, attorneys from the Department of Justice (“DOJ”) informed the Company in late March of 2017 that a civil qui tam suit had been filed against the Company in federal court involving the subject matter of the HUD subpoena. The HUD lawsuit was settled on December 11, 2017 in the amount of $11.7 million. On February 2, 2018, IBERIABANK filed a lawsuit in the United States District Court for the Eastern District of Louisiana (New Orleans) against Illinois Union Insurance Company and Travelers Casualty and Surety Company of America in an effort to recover the $11.7 million it paid to settle the HUD matter. IBERIABANK filed that lawsuit to recover the insurance proceeds to which it claims to be entitled under certain Bankers’ Professional Liability insurance policies issued by defendants Illinois Union and Travelers. More specifically, IBERIABANK alleges that the insurers have failed to honor their obligations under the policies to pay IBERIABANK’s losses in connection with the $11.7 million settlement of disputed allegations relating to IBERIABANK’s professional services in connection with certain mortgage loans insured by the FHA. The judge in the federal lawsuit granted motion for summary judgment thereby dismissing the case. The Company ~~has~~ appealed that decision to the United States Court of Appeals for the Fifth Circuit. The appeal ~~seeks~~sought reversal of the summary judgment such that the case ~~can~~could be remanded to the district court in an effort to recover the $11.7 million. The United States Court of Appeals for the Fifth Circuit affirmed the decision in favor of Illinois Union Insurance Company and Travelers Casualty and Surety Company of America.

Four purported holders of IBKC common stock have filed four putative stockholder class action complaints against IBKC and the members of IBKC’s board of directors. The complaints are captioned as follows: Wang v. IBKC, et al., No. 20-0105-LAP (S.D.N.Y filed January 6, 2020); Parshall v. IBKC, et al., No.20-00027-LPS (D. Del. filed January 8, 2020, includes First Horizon as a Defendant); Hertz v. IBKC, et al., No. 20-00267-MKB-LB (E.D.N.Y filed January 16, 2020); and Cooksey v. IBKC, et al., No. 20-00431-FB-RER (E.D.N.Y. filed January 26, 2020). The complaints assert claims under Section 14(a) of the Exchange Act and Rule 14a-9 thereunder against IBKC and the members of IBKC’s Board of Directors and under Section 20(a) of the Exchange Act against the members of IBKC’s Board of Directors for allegedly disseminating a false and misleading registration statement on Form S-4, filed by First Horizon with the SEC on December 31, 2019. Among other remedies, the plaintiffs sought to enjoin the merger and any shareholder vote on the merger and rescind the merger or recover damages in the event the merger is completed. All four of these complaints against IBKC and the members of IBKC’s board of directors have recently been dismissed.

The Company assesses its liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in its consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, the Company does not accrue legal reserves. While the outcome of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, the Company’s management believes that it has established appropriate legal reserves. Any incremental liabilities arising from pending legal proceedings are not expected to have a material adverse effect on the Company’s consolidated financial ~~position, consolidated results of operations, or consolidated cash flows.~~statements. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the Company’s consolidated financial ~~position, consolidated results of operations, or consolidated cash flows.~~statements.

As of the date of this filing, the Company believes the amount of losses associated with legal proceedings that is reasonably possible to incur above amounts already accrued and reported as of ~~September 30, 2019~~March 31, 2020 is not material.

NOTE 1614 – RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company may execute transactions with various related parties. Examples of such transactions may include lending or deposit arrangements, transfers of financial assets, services for administrative support, and other miscellaneous items.

The Company has granted loans to executive officers and directors and their affiliates. These loans, including the related principal additions, principal payments, and unfunded commitments are not material to the consolidated financial statements at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. There were no outstanding loans to such related parties classified as non-accrual, past due, or troubled debt restructurings at ~~September 30,~~March 31, 2020 and December 31, 2019.

Deposits from related parties held by the Company were not material at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~

2019.

~~NOTE 17 - SUBSEQUENT EVENTS~~

On November 3, 2019, the Company entered into a definitive agreement with First Horizon National Corporation (“First Horizon”) under which the companies will combine in an all-stock merger of equals. As a result of the merger, each share of the Company's common stock will be exchanged for 4.584 shares of First Horizon common stock. Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, the combined organization will operate under the First Horizon name and will be headquartered in Memphis, Tennessee. The merger is expected to close in the second quarter of 2020, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of IBERIABANK Corporation and its wholly-owned subsidiaries (collectively, the ~~“Company”)~~Company) as of and for the period ended ~~September 30, 2019,~~March 31, 2020, and updates the Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019. This discussion should be read in conjunction with the unaudited consolidated financial statements, accompanying footnotes and supplemental financial data included herein. The emphasis of this discussion will be amounts as of ~~September 30, 2019~~March 31, 2020 compared to December 31, ~~2018~~2019 for the balance sheets and the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to ~~September 30, 2018~~March 31, 2019 for the statements of comprehensive income. Certain amounts in prior year presentations have been reclassified to conform to the current year presentation.

When we refer to the “Company,” “we,” “our” or “us” in this Report, we mean IBERIABANK Corporation and subsidiaries (consolidated). When we refer to the “Parent,” we mean IBERIABANK Corporation. See the Glossary of Defined Terms at the end of this Report for terms used throughout this Report.

~~CAUTION ABOUT FORWARD-LOOKING STATEMENTS~~Forward-looking Statements

To the extent that statements in this Report relate to future plans, objectives, financial results or performance of the Company, these statements are deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by use of the words “may,” “plan,” “believe,” “expect,” “intend,” “will,” “should,” “continue,” “potential,” “anticipate,” “estimate,” “predict,” “project” or similar expressions, or the negative of these terms or other comparable terminology. The Company’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties.

Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Factors that could cause or contribute to such differences include, but are not limited to:

economic or business conditions in our markets or nationally, including the future impacts of the novel coronavirus disease (COVID-19) outbreak and measures taken in response for which future developments are highly uncertain and difficult to predict;

the level of market ~~volatility,~~ volatility;

our ability to execute our growth strategy, including the availability of future bank acquisition ~~opportunities,~~ opportunities;

our ability to execute on our revenue and efficiency improvement ~~initiatives,~~ initiatives;

unanticipated delays, losses, business disruptions and diversion of management time related to the completion and integration of mergers and acquisitions, refinements to purchase accounting adjustments for acquired businesses and assets and assumed liabilities in these transactions, adjustments of fair values of acquired assets and assumed liabilities and of deferred taxes in acquisitions, acquisitions;

actual results deviating from the Company’s current estimates and assumptions of timing and amounts of cash ~~flows,~~ flows;

credit risk of our ~~customers,~~ customers;

effects of ~~low~~decreases in oil and other energy ~~and commodity prices,~~ prices;

effects of residential real estate prices and levels of home ~~sales,~~ sales;

our ability to satisfy capital and liquidity ~~standards,~~ standards;

sufficiency of our allowance for expected credit losses and the accuracy of the assumptions or estimates used in preparing our financial statements, including those related to the new CECL accounting guidance;

changes in interest ~~rates,~~ rates;

access to funding ~~sources,~~ sources;

reliance on the services of executive ~~management,~~ management;

competition for loans, deposits and investment ~~dollars,~~ dollars;

competition from competitors with greater financial ~~resources than the Company, threats of fintech innovation,~~ resources;

reputational risks and social ~~factors,~~ factors;

changes in Financial Accounting Standards Board accounting standards and their interpretations;

changes in government regulations and legislation, including tax regulations;

increases in FDIC insurance ~~assessments,~~ assessments;

geographic concentration of our ~~markets, economic or business conditions in our markets or nationally,~~ markets;

rapid changes in the financial services ~~industry,~~ industry;

significant ~~litigation,~~ litigation;

cyber-security risks including dependence on our operational, technological, and organizational systems and infrastructure and those of third party providers of those ~~services,~~ services;

hurricanes and other adverse weather ~~events, and~~ events;

valuation of intangible ~~assets.~~assets; and

merger-related risks, including:


◦	possible negative impact on our stock price and future business and financial results,


◦	uncertainties while the merger is pending which could have a negative effect,


◦	termination of the merger agreement,


◦	uncertainty regarding the market price of First Horizon National Corporation common stock at closing,


◦	receipt of required regulatory approvals with adverse conditions, and


◦	current or future adverse legislation or regulation.

Factors that may cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”), available at the SEC’s website, www.sec.gov, and the Company’s website, www.iberiabank.com, under the heading “Investor Relations” and then “Financial Information.” ~~All~~Except as otherwise disclosed herein, information is as of the date of this ~~Report unless otherwise noted.~~report. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

~~EXECUTIVE SUMMARY~~

~~Corporate Profile~~INTRODUCTION

IBERIABANK Corporation is a financial holding company based in Lafayette, Louisiana. Through its subsidiaries, the Company provides a full range of commercial and consumer banking services, including private banking, small business, wealth and trust management, retail brokerage, mortgage, commercial leasing and equipment financing, and title insurance services through locations in Louisiana, Arkansas, Tennessee, Alabama, Texas, Florida, Georgia, South Carolina, North Carolina, Mississippi, Missouri, and New York.

This following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of the Company. It should be read in conjunction with the Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q, as well as with the other information contained in this report.

EXECUTIVE OVERVIEW

Significant Events

COVID-19 Pandemic and Economic Impact

The COVID-19 pandemic began to meaningfully affect the United States in March 2020. The spread of COVID-19 has created a public health crisis that has resulted in widespread volatility and disruptions in household, business, economic, and market conditions. The majority of states in the U.S., including some where the Company operates, have declared public health emergencies and have also enacted temporary closures of businesses, issued quarantine orders and taken other restrictive measures in response to the COVID-19 pandemic. COVID-19 has not yet been officially contained and could affect significantly more households and businesses. The duration and severity of the pandemic continue to be impossible to predict, as is the potential for a seasonal or other resurgence after its initial containment. The extent to which the pandemic will impact the Company's business and results of operations will depend on future developments which are beyond the Company's control and are highly uncertain. New information may emerge concerning the severity of the pandemic and further action taken to prevent, treat, or mitigate the spread of COVID-19 including economic impacts, such as governmental, regulatory, banking supervisory and other federal, state and local actions.

The Company's business has been designated an essential business, which allows it to continue to serve its customers. The Company has taken steps to operate through this crisis by executing its business continuity plan to protect the health and welfare of associates and mitigate disruption in the operation of its business as it is currently operating under a drive-through and appointment-only strategy at almost all branch locations. The Company currently has approximately 60% of its workforce working remotely. While we have not yet experienced material adverse disruptions to internal operations due to the pandemic, we continue to monitor and review the existing and evolving risks and developments.

In light of volatility in the capital markets and economic disruptions, the Company continues to carefully monitor its capital and liquidity positions.The Company continues to work with customers affected by COVID-19, and in certain instances has deferred scheduled loan payments and/or loan maturities. As of April 30, 2020, almost 4,800 customers have requested these deferrals for $3.5 billion in loans. All of these deferrals are for loans due in 2020, and none of the deferrals exceed a period of six months.

In March 2020, in response to the COVID-19 pandemic, the FOMC lowered the target range for the federal funds rate 150 basis points to 0.00% to 0.25%. The FOMC expects to maintain this target range until it is confident that the economy has weathered recent events and is on track to achieve its maximum employment and price stability goals. Maintaining the current level of the federal funds rate could cause overall interest rates to fall, which may negatively impact the Company's net interest margin.

The COVID-19 pandemic and its impact on certain portions of the world's economy has contributed to a significant reduction in oil consumption. Combined with a failure of OPEC and Russia to reach a production cut agreement in March of 2020, excess oil supply and weakening global demand have weighed heavily on oil prices, which reached an 18-year intra-day low at $20 per barrel in March of 2020 and continued to decline throughout April. As a result, the expectation of continuing inventory builds, concern over future global economic growth and associated global oil demand, the responsiveness of oil producers, and general economic and geopolitical uncertainty could contribute to future disruptions in oil prices. The Company remains cautious regarding the effects of this disruption in oil prices on its customers in the oil and gas industry. The Company has made a concerted effort through stringent underwriting standards and conservative concentration limits to balance risk and return as it relates to energy exposures. Energy-related loans were $1.3 billion, or 5% of the Company's total loan portfolio at March 31, 2020. Given events during the first quarter of 2020, the Company experienced some downward migration in the ratings of energy credits as might be expected, and there were two energy-related charge-offs during the period. Future losses, however, will depend on the duration and severity of the depression in oil prices. The Company will continue to manage risk by reducing and exiting energy relationships that no longer fit its credit profile and recording additional provision, as necessary.

The U.S. government has taken numerous actions through multiple stimulus packages, the most significant of which is the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act. The CARES Act was signed into law on March 27, 2020, and provides over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act includes a range of other provisions designed to support the U.S. economy and mitigate the impact of COVID-19 on financial institutions and their customers, including through the authorization of various programs and measures that the U.S. Department of the Treasury, the Small Business Administration, the Federal Reserve Board, and other federal banking agencies may or are required to implement. Further, in response to the COVID-19 outbreak, the Federal Reserve Board has implemented or announced a number of facilities to provide emergency liquidity to various segments of the U.S. economy and financial markets. The Company has not participated as a borrower in any of the lending facilities created by the CARES Act for financial institutions as it believes it has adequate liquidity to fund ongoing operations.

Additionally, the CARES Act authorized the Small Business Administration (SBA) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (PPP). As a qualified SBA lender, the Company was automatically authorized to originate PPP loans. An eligible business can apply for a PPP loan up to the greater of: 2.5 times its average monthly “payroll costs;” or $10 million. PPP loans will have: an interest rate of 1.0%, a two-year loan term to maturity, and principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made eligible to borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employees and compensation levels of the business are maintained and 75% of the loan proceeds are used for payroll expenses, with the remaining 25% of the loan proceeds used for other qualifying expenses. As of April 30, 2020, the Company had funded approximately $1.6 billion in PPP loans to over 6,700 customers. These loans have been funded by short-term advances from the FHLB and deposits, with the majority of funding coming from non-interest-bearing deposits. As of that date, the Company had received approximately 7,400 additional applications for up to $560 million of loans under the PPP.

Adoption of New Accounting Standard

On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments. ASC 326 replaced the incurred loss model for determining the allowance for credit losses with a current expected credit loss model for financial assets carried at amortized cost, including loans, leases, and loan commitments. ASC 326 requires recognition of lifetime expected credit losses that takes into consideration all available relevant information including details of past events, current conditions and reasonable and supportable forecasts of future economic conditions. The transition adjustment on January 1, 2020 resulted in an increase to the AECL of $82.3 million. The increase in the AECL at transition primarily related to required increases for residential mortgage loans to establish an estimate of lifetime expected credit losses for these longer dated loans, as well as an increase for non-owner-occupied real estate loans reflecting higher LGDs under the CECL model.

In March 2020, the U.S. banking agencies issued an interim final rule that became effective on March 31, 2020, and that provides banking organizations with an alternative option to delay for two years their estimates of the impact of CECL, relative to the incurred loss methodology, on regulatory capital, followed by a three-year transition period. As further described in Note 8 to the accompanying consolidated financial statements, the Company has elected to use this alternative option. The Company continues to anticipate that capital levels will be sufficient to meet all applicable regulatory capital requirements.

See Note 2, Recent Accounting Pronouncements, in the accompanying consolidated financial statements for additional discussion of the adoption of ASC 326.

Quarterly Financial Performance ~~Summary:~~Summary

Highlights of the Company's financial performance for the first quarter of 2020 are discussed below compared to the results for the first quarter of 2019. Refer to the subsequent sections of MD&A for further detail.

•

Net income available to common shareholders for the quarter ended ~~September 30, 2019~~March 31, 2020 totaled ~~$96.3~~$32.8 million, or ~~$1.82~~$0.62 diluted EPS, compared to ~~$97.9~~$96.5 million, or ~~$1.73~~$1.75 diluted EPS, for the same period of ~~2018.~~2019. Non-GAAP core EPS, which excludes merger-related costs and other items, ~~disclosed in Table 17 - Non-GAAP measures,~~ was ~~$1.82~~$0.67 for the ~~third~~first quarter of ~~2019~~2020 compared to ~~$1.74~~$1.72 for the same period of ~~2018.~~2019. Refer to Table 16 - Non-GAAP Measures in this MD&A for further information on non-GAAP items.

Net interest income was ~~$249.3~~$230.3 million for the ~~third~~first quarter of ~~2019,~~2020, a ~~$9.9~~$20.1 million, or 4%8%, decrease compared to the same quarter of ~~2018.~~2019. Net interest margin on a tax-equivalent basis decreased 3042 basis points to ~~3.44%~~3.17% from ~~3.74%~~3.59%, primarily attributable to ~~higher funding costs when comparing~~lower yields on loans and investment securities as well as lower average investment securities balances. Asset yields were unfavorably impacted by cuts to the ~~periods.~~target federal funds rate and the corresponding impact to LIBOR over the past 12 months.

~~The Company recorded a provision for credit losses of $9.0~~Non-interest income increased $12.1 million, or 23%, to $64.7 million for the quarter ended September 30, 2019, a $2.4 million decrease from the provision recorded for the same period of 2018, primarily driven by an overall improvement in asset quality and lower net charge-offs in the third quarter of 2019 compared to the corresponding 2018 period.

~~Non-interest income increased $10.6 million, or 20%, to $63.7 million for the quarter ended September 30, 2019. This increase was~~March 31, 2020, primarily driven by higher mortgage ~~income when comparing the periods and a $3.2 million gain on non-mortgage loan sales.~~income.

Non-interest expense for the ~~third~~first quarter of ~~2019~~2020 increased ~~$3.6~~$18.7 million, or 2%12%, to ~~$172.7~~$177.4 million compared to the same period of ~~2018,~~2019, primarily from ~~an increase~~$5.5 million in ~~occupancy~~credit valuation adjustments on customer derivatives and ~~equipment expense~~higher non-core expenses, primarily related to salaries and employee benefits. Non-interest expenses in the first quarter of 2019 were favorably impacted by interest received on refunds from ~~a write-off on certain long-lived assets.~~

~~Year-to-Date Financial Performance Summary:~~the Company’s federal income tax filings.

•

~~Net income available~~Income tax expense decreased $18.2 million, or 60%, to ~~common shareholders~~$12.2 million for the ~~nine months~~quarter ended ~~September 30, 2019 was $293.4 million, or $5.43 diluted EPS, compared to $232.1 million, or $4.14 diluted EPS, for the same period~~March 31, 2020, primarily as a result of ~~2018.~~ ~~Non-GAAP core EPS, which excludes merger-related costs and other items disclosed in Table 17 - Non-GAAP measures, was~~ ~~$5.41~~ ~~for the year-to-date period of 2019 compared to~~ ~~$4.83~~ ~~for the same period of 2018.~~lower income before income taxes.

~~Net interest income was $755.2 million for the nine months ended September 30, 2019, a $6.9~~Total assets at March 31, 2020 were $32.2 billion, up $526.5 million, or 1%2%, from December 31, 2019, primarily driven by organic loan growth.

Total loans and leases increased $520.1 million, or 2%, to $24.5 billion from December 31, 2019, driven by strong loan growth in the Corporate Asset Finance (equipment financing and leasing business) and Energy (reserve-based and midstream lending) groups, as well as in the Houston, New Orleans, and New York markets.

Effective January 1, 2020, the Company adopted the current expected credit loss (CECL) methodology for estimating its credit losses, which resulted in an $82.3 million increase ~~compared~~in the allowance for expected credit losses, increasing the allowance coverage of total loans and leases from 0.68% to ~~the same period of 2018. Net interest margin on a tax-equivalent basis decreased 18 basis points to 3.54% from 3.72%, primarily attributable to higher funding costs in 2019.~~1.02% upon adoption.

The Company recorded a provision for expected credit losses of ~~$33.5~~$69.0 million for the ~~nine months~~quarter ended ~~September 30, 2019,~~March 31, 2020, a ~~$6.2~~$55.2 million increase from the provision recorded for the same period of ~~2018,~~2019, primarily driven by ~~loan growth when comparing~~ the ~~periods.~~

~~Non-interest income increased $23.4 million, or 15%,~~expected impact of the COVID-19 pandemic on future losses and to ~~$175.0 million during~~a much lesser extent the ~~nine months ended September 30, 2019 compared to the same period of 2018, primarily driven by higher mortgage income and customer swap commissions.~~

~~Non-interest expense for the nine months ended September 30, 2019, decreased $52.9 million, or 10%, to $501.0 million compared to the same period of 2018. This decrease was partially~~increase attributable to ~~branch consolidation and closure expenses that were incurred in 2018. Additionally, salaries and employee benefits expense was lower due to merger-related costs incurred in 2018.~~

~~Financial Condition Summary:~~

~~Total assets at September 30, 2019 were $31.7 billion, up $901.6 million, or 3%, from December 31, 2018.~~

~~Loans and leases increased $1.2 billion, or 5%, from December 31, 2018, driven by strong growth in the Energy and Corporate Asset Finance Groups and the Birmingham, Dallas, and New Orleans markets.~~

~~Total deposits increased $1.2 billion, or 5%, from December 31, 2018.~~reserving for expected lifetime losses under CECL.

Credit quality remained ~~strong and stable.~~strong. Non-performing assets to total assets were ~~0.58%~~0.60% at ~~September 30, 2019~~March 31, 2020 compared to ~~0.55%~~0.54% at December 31, ~~2018.~~2019. Net charge-offs to average loans and leases on an annualized basis ~~decreased two~~increased three basis points ~~to 0.14% for the nine months ended September 30, 2019 compared~~ to 0.16% for the three months ended March 31, 2020 compared to 0.13% for the comparable ~~2018~~2019 period.

Shareholders’ equity increased $227.0 million, or 6%, primarily driven by undistributed income and proceeds from the Preferred Stock Series D issuance, offset by common stock repurchases during the period.


•	Total deposits increased $306.9 million, or 1%, to $25.5 billion at March 31, 2020, attributable to growth in demand deposits, including $309.1 million in non-interest-bearing deposit growth, offset by maturing time deposits. Deposit growth was strongest in the Palm Beach/Broward, Southwest Louisiana, Birmingham, and New Orleans markets, as well as the Energy group.

Pending Merger

As previously disclosed, on November 3, 2019, the Company entered into a merger agreement to combine with First Horizon in an all-stock merger of equals. On April 24, 2020, the Company received shareholder approval for the merger. The merger is expected to be completed in the second quarter of 2020, pending receipt of the remaining regulatory approvals and other customary closing conditions.

FINANCIAL OVERVIEW

The following table sets forth selected financial ratios and other relevant data used by management to analyze the Company's performance.

TABLE 1—SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA


	As of and For the Three Months Ended September 30,				As of and For the Three Months Ended March 31,
	2019		2018		2020		2019
Key Ratios ⁽¹⁾
Return on average assets	1.26	%	1.34	%	0.46	%	1.32	%
Core return on average assets (Non-GAAP) ⁽²⁾	1.26		1.35		0.49		1.29
Return on average common equity	9.46		10.21		3.21		9.85
Core return on average tangible common equity (Non-GAAP) ^{(2) (3)}	14.48		16.34		5.53		15.03
Equity to assets at end of period	13.50		13.09		13.48		13.25
Earning assets to interest-bearing liabilities at end of period	142.73		143.56		143.60		142.25
Interest rate spread ⁽⁴⁾	2.95		3.37		2.74		3.15
Net interest margin (TE) ^{(4) (5)}	3.44		3.74		3.17		3.59
Non-interest expense to average assets (annualized)	2.17		2.23		2.23		2.09
Efficiency ratio ⁽⁶⁾	55.2		54.1		60.1		52.4
Core tangible efficiency ratio (TE) (Non-GAAP) ^{(2) (3) (5) (6)}	53.4		51.9		57.4		51.3
Common stock dividend payout ratio	24.4		21.8		75.3		24.3
Asset Quality Data
Non-performing assets to total assets at end of period ⁽⁷⁾	0.58	%	0.63	%	0.60	%	0.58	%
Allowance for credit losses to non-performing loans at end of period ⁽⁷⁾	102.83		97.20
Allowance for credit losses to total loans at end of period	0.69		0.68
Allowance for expected credit losses to non-performing loans and leases at end of period ⁽⁷⁾					171.80		104.46
Allowance for expected credit losses to total loans and leases at end of period					1.24		0.69
Consolidated Capital Ratios
Tier 1 leverage ratio	9.78	%	9.65	%	9.93	%	9.67	%
Common equity tier 1 (CET1)	10.41		10.79		10.44		10.73
Tier 1 risk-based capital ratio	11.28		11.33		11.28		11.25
Total risk-based capital ratio	12.34		12.42		12.48		12.33


⁽¹⁾	With the exception of end-of-period ratios, all ratios are based on average daily balances during the respective periods.


⁽²⁾	See Table 1716 for GAAP to Non-GAAP reconciliations.


⁽³⁾	Tangible calculations eliminate the effect of goodwill and acquisition-related intangible assets and the corresponding amortization expense on a tax-effected basis where applicable.


⁽⁴⁾	Interest rate spread represents the difference between the weighted average yield on earning assets and the weighted average cost of interest-bearing liabilities. Net interest margin represents net interest income as a percentage of average earning assets.


⁽⁵⁾	Fully taxable equivalent ~~("TE")~~(TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a rate of 21%.


⁽⁶⁾	The efficiency ratio represents non-interest expense as a percentage of total revenues. Total revenues are the sum of net interest income and non-interest income.


⁽⁷⁾	Non-performing loans consist of non-accruing loans and accruing loans 90 days or more past due. Non-performing assets consist of non-performing loans and other real estate owned, including repossessed assets.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing the consolidated financial statements and accompanying notes, management is required to apply significant judgment to various accounting, reporting and disclosure matters. Other than the items discussed below, there have been no changes to other critical accounting policies subsequent to December 31, 2019 as described in the Company’s 2019 Form 10-K.

Allowance for Expected Credit Losses

Effective January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (ASC 326) which significantly changed the measurement of credit losses for certain financial instruments, such as loans and investment securities. See Note, 2, Recent Accounting Pronouncements, in the accompanying consolidated financial statements for a complete discussion of the adoption of ASC 326. However, the allowance for expected credit losses (AECL) continues to be considered a critical accounting estimate based on the associated degree of judgment and complexity involved in establishing the estimate for credit losses and is described below.

The Company maintains the AECL at a level that management believes appropriate to absorb estimated lifetime credit losses, including losses associated with unfunded commitments. The AECL includes three components: 1) a model-based component using a probability of default (PD) and loss given default (LGD) methodology; 2) a qualitative component that accommodates for the imprecision of certain assumptions and inherent uncertainties in the model-based component; and 3) a specific reserve component for loans that must be individually assessed for impairment. The following discusses the factors used to determine the AECL which have a significant impact on the determination of the AECL and require significant judgment and estimation by management:

•

Risk ratings assigned to individual commercial loans and unfunded credit commitments. All commercial loans are assigned a risk rating in accordance with the borrower’s financial strength which is used to assign a PD and LGD rating to the loan. The scorecards are prepared by various experienced individuals, such as underwriters, relationship managers or portfolio managers and are subject to periodic review by an internal team of credit specialists.

•

Forecasts of future economic conditions used in the model-based component of the AECL. Forecasts of future economic conditions are extremely complex and require a significant amount of judgment. The interdependencies of economic variables within a forecast increase the uncertainty inherently present in all forecasts. The Company uses multiple externally developed macroeconomic scenarios to establish a reasonable and supportable forecast that takes into consideration available information and assumptions regarding the evolution of the economy over time. Forecasts of a stable economic environment produce lower estimates of expected credit losses than forecasts of slower near-term growth or with recessionary concerns.


•	Application of qualitative adjustments to the quantitative model-based component of the AECL. This reflects management’s judgment of risk for imprecision of certain assumptions and uncertainties inherent in the model-based component and considers model assumptions and performance, process risk, and other considerations.

Changes in the factors noted above or other factors may not occur at the same rate and may not be consistent across all geographies or product types. Additionally, changes in factors may be directionally inconsistent, such that improvements in one factor may offset deterioration in other factors. As a result, it is difficult to estimate how the overall AECL would be impacted by isolated changes in one factor. It is also difficult to predict how changes in forecasts of future economic conditions or assumptions might affect borrower behavior or other factors management considers in estimating the AECL. Because significant judgment is used in the development of the AECL, it is possible that others performing similar analyses could reach different conclusions.

As a result of the deterioration in economic conditions caused by the COVID-19 pandemic during the first quarter of 2020 and the related increase in economic uncertainty, the Company updated the various forward-looking economic scenarios to be considered in the development of the AECL, taking into consideration possible economic outcomes of the COVID-19 pandemic, including the possibility of recessionary conditions. These economic scenarios and the related impact on the AECL varied significantly as they considered this unprecedented freeze on commerce in the U.S. and the uncertainty surrounding the length of the COVID-19 pandemic. As an illustration of the effect of changes in estimates relating to the AECL, if the economic scenario previously referred to as "moderate recession" (as it existed as of March 31, 2020) were to be fully realized, it would result in an increase in the model-based component of the AECL of approximately $180 million. However, the modeling of this scenario includes forecasts of certain macroeconomic variables at levels never before seen in modern history. Thus, modeled relationships between losses and economic variables, which are based on history, may be less reliable when applied to such scenarios. This illustration only represents the impact of changes on the model-based component of the AECL as of March 31, 2020 and does not consider qualitative changes in the AECL related to management judgment that might occur.

For further discussion of the AECL, see Note 1, Summary of Significant Accounting Policies, and Note 5, Allowance for Expected Credit Losses, to the consolidated financial statements.

Valuation of Goodwill

The Company accounts for acquisitions using the acquisition method of accounting. Under this method, the Company records the assets acquired, including identified intangible assets, and liabilities assumed, at their respective fair values, which in many instances involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. Any excess of consideration paid in the acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill. Goodwill is not amortized, but is assessed for potential impairment at the reporting unit level on an annual basis, as of October 1st, or whenever events or changes in circumstances indicate that it is more likely than not the fair value of a reporting unit is less than its respective carrying amount.

In light of the COVID-19 pandemic and its impact on macroeconomic conditions, the unprecedented economic uncertainty, and the significant declines in the Company's stock price and overall prices in the equity markets, management concluded that an interim quantitative test was necessary for all reporting units for the first quarter of 2020. The Company revised its fair value methodologies to include a higher weighting of the discounted cash flow method compared to market-based methods and updated key assumptions including discount rate. The Company factored in multiple economic scenarios, in an effort to take into account the current economic uncertainty, and determined that the estimated fair value of each reporting unit exceeded its carrying value. Therefore, the goodwill of each reporting unit was considered not to be impaired as of the testing date.

The goodwill impairment evaluation requires management to utilize significant judgments and assumptions which are based on the best information available at the time. Performing a sensitivity analysis is difficult given the current unprecedented and uncertain economic environment and the results of future impairment tests could vary in subsequent reporting periods if conditions differ substantially from the assumptions utilized in completing the evaluations. The excess of fair value over the carrying amount is narrow. Any further deterioration in economic conditions or prolonged levels of depressed economic activity resulting from the COVID-19 pandemic could likely result in some level of goodwill impairment.

For additional information on goodwill, see Note 1, Summary of Significant Accounting Policies, in the Company's 2019 10-K and Note 6, Goodwill and Other Acquired Intangible Assets, to the accompanying consolidated financial statements.

~~ANALYSIS OF~~ RESULTS OF OPERATIONS

The Company reported net income available to common shareholders of $32.8 million and $96.5 million for the three months ended March 31, 2020 and 2019, respectively. EPS on a diluted basis was $0.62 for the first quarter of 2020 and $1.75 for the same period of 2019.

The following discussion provides additional information on the Company’s operating results for the three months ended March 31, 2020 and 2019, segregated by major income statement captions.

Net Interest Income/Net Interest margin

Net interest income is the difference between interest realized on earning assets and interest accrued on interest-bearing liabilities and is also the largest driver of earnings. As such, it is subject to constant scrutiny by management. The rate of return and relative risk associated with earning assets are weighed to determine the appropriateness and mix of earning assets. Additionally, the need for lower cost funding sources is weighed against relationships with clients and future growth opportunities. The Company’s net interest spread, which is the difference between the yields earned on average earning assets and the rates paid on average interest-bearing liabilities, was 2.95% and 3.37%, during the three months ended September 30, 2019 and 2018, respectively, and 3.07% and 3.40% for the nine months ended September 30, 2019 and 2018, respectively. The Company’s net interest margin on a taxable equivalent basis, which is net interest income as a percentage of average earning assets, was 3.44% and 3.74%, respectively, for the three months ended September 30, 2019 and 2018, and 3.54% and 3.72%, respectively, for the nine months ended September 30, 2019 and 2018.

The following table sets forth information regarding (i) the total dollar amount of interest income from earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income; (iv) net interest spread; and (v) net interest margin. Net interest spread is the difference between the yields earned on average earning assets and the rates paid on average interest-bearing liabilities. Net interest margin on a tax-equivalent basis is net interest income (TE) as a percentage of average earning assets.

Information is based on average daily balances during the indicated periods. Investment security market value adjustments and trade-date accounting adjustments are not considered to be earning assets and, as such, the net effect of these adjustments is included in non-earning assets.

TABLE 2—QUARTERLY AVERAGE BALANCES, NET INTEREST INCOME AND INTEREST YIELDS / RATES


	Three Months Ended September 30,														Three Months Ended March 31,
	2019							2018							2020							2019
(in thousands)	Average Balance			Interest Income/Expense ⁽¹⁾		Yield/ Rate (TE)⁽²⁾		Average Balance			Interest Income/Expense ⁽¹⁾		Yield/ Rate (TE)⁽²⁾		Average Balance			Interest Income/Expense ⁽¹⁾		Yield/ Rate (TE)⁽²⁾		Average Balance			Interest Income/Expense ⁽¹⁾		Yield/ Rate (TE)⁽²⁾
Earning Assets:
Loans and leases:
Commercial loans and leases	$	16,155,962		$	205,350	5.06	%	$	14,825,572		$	191,014	5.13	%	$	16,791,766		$	188,063	4.52	%	$	15,253,655		$	194,510	5.19	%
Residential mortgage loans	4,588,549			50,939		4.44	%	4,230,471			48,145		4.55	%	4,800,131			50,457		4.20	%	4,385,634			47,829		4.36	%
Consumer and other loans	2,778,381			40,501		5.78	%	3,106,330			43,966		5.62	%	2,561,285			33,226		5.22	%	2,960,397			42,540		5.83	%
Total loans and leases	23,522,892			296,790		5.03	%	22,162,373			283,125		5.09	%	24,153,182			271,746		4.53	%	22,599,686			284,879		5.11	%
Mortgage loans held for sale	209,778			1,936		3.69	%	87,823			1,037		4.72	%	189,597			1,678		3.54	%	95,588			1,054		4.41	%
Investment securities⁽³⁾	4,493,789			29,932		2.71	%	5,016,163			29,793		2.43	%	4,035,469			25,402		2.56	%	5,052,922			36,125		2.90	%
Other earning assets	733,305			4,520		2.44	%	456,120			3,112		2.71	%	960,762			4,103		1.72	%	533,745			4,026		3.06	%
Total earning assets	28,959,764			333,178		4.59	%	27,722,479			317,067		4.57	%	29,339,010			302,929		4.17	%	28,281,941			326,084		4.68	%
Allowance for loan and lease losses	(148,203		)					(139,075		)					(231,914		)					(140,915		)
Non-earning assets	2,742,730							2,462,827							2,879,043							2,692,474
Total assets	$	31,554,291						$	30,046,231						$	31,986,139						$	30,833,500
Interest-bearing liabilities
Interest-bearing liabilities:
Deposits:
NOW accounts	$	4,451,579		$	11,305	1.01	%	$	4,296,392		$	8,841	0.82	%
Interest-bearing demand deposits															$	4,834,171		$	9,962	0.83	%	$	4,458,634		$	11,396	1.04	%
Savings and money market accounts	9,188,186			32,959		1.42	%	9,237,614			23,076		0.99	%	9,930,353			31,244		1.27	%	9,089,099			28,762		1.28	%
Time deposits	4,523,555			26,489		2.32	%	3,023,180			12,484		1.64	%	4,149,574			22,470		2.18	%	3,859,354			20,077		2.11	%
Total interest-bearing deposits ⁽⁴⁾	18,163,320			70,753		1.55	%	16,557,186			44,401		1.06	%	18,914,098			63,676		1.35	%	17,407,087			60,235		1.40	%
Short-term borrowings	794,044			3,880		1.94	%	1,196,165			4,727		1.57	%	226,665			266		0.47	%	1,151,219			5,716		2.01	%
Long-term debt	1,360,492			9,212		2.69	%	1,381,010			8,714		2.50	%	1,341,943			8,645		2.59	%	1,463,862			9,649		2.67	%
Total interest-bearing liabilities	20,317,856			83,845		1.64	%	19,134,361			57,842		1.20	%	20,482,706			72,587		1.43	%	20,022,168			75,600		1.53	%
Non-interest-bearing deposits	6,425,026							6,684,343							6,540,532							6,271,313
Non-interest-bearing liabilities	545,838							292,445							623,868							434,516
Total liabilities	27,288,720							26,111,149							27,647,106							26,727,997
Shareholders’ equity	4,265,571							3,935,082
Total shareholders’ equity															4,339,033							4,105,503
Total liabilities and shareholders’ equity	$	31,554,291						$	30,046,231						$	31,986,139						$	30,833,500
Net earning assets	$	8,641,908						$	8,588,118						$	8,856,304						$	8,259,773
Net interest income/ Net interest spread				$	249,333	2.95	%				$	259,225	3.37	%
Net interest income / Net interest spread																		$	230,342	2.74	%				$	250,484	3.15	%
Net interest income (TE) / Net interest margin (TE) ⁽¹⁾				$	250,653	3.44	%				$	260,686	3.74	%				$	231,653	3.17	%				$	251,833	3.59	%


⁽¹⁾	Interest income includes loan fees of ~~$0.9~~$0.8 and $1.0 million for the three-month periods ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018.~~respectively.


⁽²⁾	Fully taxable equivalent (TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a rate of 21%.


⁽³⁾	Balances exclude unrealized gains or losses on securities available for sale and the impact of trade date accounting.


⁽⁴⁾	Total deposit costs for the three months ended ~~September 30,~~March 31, 2020 and 2019 were 1.01% and ~~2018 were 1.14% and 0.76%~~1.03%, respectively.

~~TABLE 3—YEAR-TO-DATE AVERAGE BALANCES, NET INTEREST INCOME AND INTEREST YIELDS / RATES~~

Nine Months Ended September 30,
2019 2018
(in thousands) Average Balance
Interest
Income/Expense ⁽¹⁾

Yield/ Rate (TE)⁽²⁾
Average Balance
Interest
Income/Expense ⁽¹⁾

Yield/ Rate (TE)⁽²⁾
Earning Assets:
Loans and leases:
Commercial loans and leases $ 15,728,652
$ 604,953
5.16 % $ 14,517,767
$ 534,504
4.94 %
Residential mortgage loans 4,486,188
148,156
4.40 % 3,811,786
129,854
4.54 %
Consumer and other loans 2,869,631
125,246
5.84 % 3,069,198
127,312
5.55 %
Total loans and leases 23,084,471
878,355
5.10 % 21,398,751
791,670
4.96 %
Mortgage loans held for sale 155,517
4,578
3.93 % 89,845
3,027
4.49 %
Investment securities⁽³⁾
4,798,142
99,860
2.82 % 4,940,093
87,212
2.41 %
Other earning assets 636,158
12,436
2.61 % 571,346
9,524
2.23 %
Total earning assets 28,674,288
995,229
4.66 % 27,000,035
891,433
4.43 %
Allowance for loan and lease losses (145,017 ) (142,960 )
Non-earning assets 2,693,240
2,466,370

Total assets $ 31,222,511
$ 29,323,445

Interest-bearing liabilities
Deposits:
NOW accounts $ 4,466,275
$ 34,325
1.03 % $ 4,384,425
$ 24,542
0.75 %
Savings and money market accounts 9,097,732
92,565
1.36 % 9,018,101
56,089
0.83 %
Time deposits 4,182,394
69,964
2.24 % 2,740,119
28,173
1.37 %
Total interest-bearing deposits ⁽⁴⁾
17,746,401
196,854
1.48 % 16,142,645
108,804
0.90 %
Short-term borrowings 979,315
14,793
2.02 % 1,073,296
10,578
1.32 %
Long-term debt 1,429,634
28,426
2.66 % 1,380,000
23,824
2.31 %
Total interest-bearing liabilities 20,155,350
240,073
1.59 % 18,595,941
143,206
1.03 %
Non-interest-bearing deposits 6,380,082
6,587,729

Non-interest-bearing liabilities 481,794
283,438

Total liabilities 27,017,226
25,467,108

Shareholders’ equity 4,205,285
3,856,337

Total liabilities and shareholders’ equity $ 31,222,511
$ 29,323,445

Net earning assets $ 8,518,938
$ 8,404,094

Net interest income/ Net interest spread $ 755,156
3.07 % $ 748,227
3.40 %
Net interest income (TE) /
Net interest margin (TE) ⁽¹⁾
$ 759,150
3.54 % $ 752,584
3.72 %


⁽¹⁾	~~Interest income includes loan fees of $2.7 million and $2.5 million for the nine-month periods ended September 30, 2019 and 2018, respectively.~~


⁽²⁾	~~Fully taxable equivalent (TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a rate of 21%.~~


⁽³⁾	~~Balances exclude unrealized gains or losses on securities available for sale and the impact of trade date accounting.~~


⁽⁴⁾	~~Total deposit costs for the nine months ended September 30, 2019 and 2018 were 1.09% and 0.64%, respectively.~~

Net interest income decreased ~~$9.9~~$20.1 million, or 8%, to ~~$249.3~~$230.3 million in the ~~third~~first quarter of ~~2019~~2020 when compared to the same quarter of ~~2018. Net~~2019. Tax equivalent net interest margin ~~on a tax-equivalent basis~~ decreased 3042 basis points to ~~3.44%~~3.17% from ~~3.74%~~3.59% when comparing the periods. ~~On a year-to-date basis, net interest~~

Interest income ~~increased $6.9~~decreased $23.2 million ~~or 1%, to $755.2 million~~in the first quarter of 2020 when compared to the same ~~period~~quarter of ~~2018. Net interest margin~~2019, as the yield on ~~a tax-equivalent basis~~average earnings assets decreased 1851 basis points to ~~3.54%~~4.17% from ~~3.72%~~4.68% when comparing the ~~year-to-date~~ periods.

~~Average earning assets were $29.0 billion for~~ The decrease in yield was primarily attributable to a 58 basis point decrease in the ~~third quarter of 2019, an~~ ~~increase of~~ ~~$1.2 billion, or 4%, compared to the same period of 2018. Average~~yield on average loans and ~~leases increased $1.4~~leases. This was partially offset by a $1.6 billion ~~or 6%, when comparing~~increase in the ~~quarterly periods,~~average balance of loans and leases driven by organic loan growth throughout the Company's ~~footprint, most notably from the Energy and Corporate Asset Finance Groups, as well as the New Orleans, Dallas, and Birmingham markets.~~ ~~Average investment securities were $4.5~~footprint. The decrease in interest income was also attributable to a $1.0 billion ~~for the third quarter of 2019 compared to $5.0 billion for the third quarter of 2018.~~

For the nine months ended September 30, 2019, average earning assets were $28.7 billion, an increase of $1.7 billion, or 6%, compared to the same period of 2018. Average loans and leases increased $1.7 billion, or 8%, when comparing the periods. ~~Average investment securities were $4.8 billion for the year-to-date period of 2019, compared to $4.9 billion for the same period of 2018.~~

Average interest-bearing liabilities were $20.3 billion for the third quarter of 2019, an increase of $1.2 billion, or 6%, compared to the same period of 2018. The Company realized growth of $1.6 billiondecrease in the average balance of ~~interest-bearing deposits~~investment securities and a 34 basis point decrease in the respective yield when comparing the ~~quarters, primarily due to brokered deposit issuances and market growth, especially~~periods.

Interest expense decreased $3.0 million in the ~~Miami-Dade, Acadiana, Palm Beach/Broward and Atlanta markets.~~

~~For the nine months ended September 30, 2019, average interest-bearing liabilities were $20.2 billion, an increase~~first quarter of ~~$1.6 billion, or 8%,~~2020 when compared to the same ~~period~~quarter of ~~2018. Average interest-bearing deposits were $17.7 billion, an increase of $1.6 billion~~2019. Interest expense on borrowings decreased $6.5 million due to a $924.6 million decrease in the average balance on short-term borrowings from FHLB advance repayments and a 154 basis point decrease in the average rate paid when comparing the ~~year-to-date periods, primarily due~~periods. This was partially offset by a $3.4 million increase in interest expense on deposits as the average balance on interest-bearing deposits increased $1.5 billion when compared to ~~brokered deposit issuances and market growth.~~

~~For~~ the ~~third~~first quarter of 2019, the yield on average earning assets was 4.59% compared to 4.57% for the third quarter of 2018. Average loan yields decreased 6 basis points when comparing the quarters, primarily driven by lower purchase accounting accretion and recoveries on certain acquired loans. The yield on average investment securities increased 28 basis points due to a portfolio restructuring in the fourth quarter of 2018.

For the nine months ended September 30, 2019, the yield on average interest earning assets rose 23 basis points to 4.66% from 4.43% for the same period of 2018. Average loan yields increased 14 basis points when comparing the year-to-date periods, primarily driven by the repricing of variable rate loans and higher purchase accounting accretion. In addition, the yield on average investment securities increased 41 basis points due to the portfolio restructuring in the fourth quarter of 2018.

2019. The average rate paid on interest-bearing liabilities was 1.64% for the third quarter of 2019, an increase of 44 basis points compared to the third quarter of 2018. For the nine months ended September 30, 2019, the average rate paid on interest-bearing liabilities was 1.59%, an increase of 56 basis points compared to the same period of 2018. Total deposit costs increased 38deposits decreased 5 basis points when comparing the ~~quarters~~quarters.

Earning assets yields and 45funding costs were impacted by three FOMC target federal funds rate decreases of 25 basis points ~~when comparing~~each in 2019 and a decrease of 150 basis points in March 2020 which lowered the year-to-date periods. Deposit costs were driven upward by the repricing of deposits, higher-cost brokered deposit issuances, and higher rates paid on promotional deposit offerings as a result of market competition.

target range to 0.00% to 0.25%.

The following table displays the dollar amount of changes in interest income and interest expense for major components of earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in average volume between periods times the average yield/rate for the two periods), (ii) changes attributable to rate (changes in average rate between periods times the average volume for the two periods), and (iii) total increase (decrease). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.

TABLE 43 - SUMMARY OF CHANGES IN NET INTEREST INCOME

Three months ended September 30, 2019 compared to September 30, 2018 Nine months ended September 30, 2019 compared to September 30, 2018

Change Attributable To Change Attributable To
(in thousands) Volume Rate Net Increase
(Decrease) Volume Rate Net Increase
(Decrease)
Earning assets:
Loans and leases:
Commercial loans and leases $ 16,292
$ (1,956 ) $ 14,336
$ 41,372
$ 29,077
$ 70,449
Residential mortgage loans 3,998
(1,204 ) 2,794
22,376
(4,074 ) 18,302
Consumer and other loans (4,679 ) 1,214
(3,465 ) (8,256 ) 6,190
(2,066 )
Mortgage loans held for sale 1,168
(269 ) 899
1,974
(423 ) 1,551
Investment securities (3,250 ) 3,389
139
(2,610 ) 15,258
12,648
Other earning assets 1,723
(315 ) 1,408
1,196
1,716
2,912
Net change in income on earning assets 15,252
859
16,111
56,052
47,744
103,796
Interest-bearing liabilities:
Deposits:
NOW accounts 328
2,136
2,464
465
9,318
9,783
Savings and money market accounts 124
9,759
9,883
837
35,639
36,476
Time deposits 7,603
6,402
14,005
19,073
22,718
41,791
Borrowings (1,564 ) 1,215
(349 ) 1,851
6,966
8,817
Net change in expense on interest-bearing liabilities 6,491
19,512
26,003
22,226
74,641
96,867
Change in net interest income $ 8,761
$ (18,653 ) $ (9,892 ) $ 33,826
$ (26,897 ) $ 6,929



	Three months ended March 31, 2020 compared to March 31, 2019

	Change Attributable To
(in thousands)	Volume			Rate			Net Increase (Decrease)
Earning assets:
Loans and leases:
Commercial loans and leases	$	19,741		$	(26,188	)	$	(6,447	)
Residential mortgage loans	4,403			(1,775		)	2,628
Consumer and other loans	(4,932		)	(4,382		)	(9,314		)
Mortgage loans held for sale	866			(242		)	624
Investment securities	(6,748		)	(3,975		)	(10,723		)
Other earning assets	2,047			(1,970		)	77
Net change in income on earning assets	15,377			(38,532		)	(23,155		)
Interest-bearing liabilities:
Deposits:
Interest-bearing demand deposits	986			(2,420		)	(1,434		)
Savings and money market accounts	3,347			(865		)	2,482
Time deposits	1,730			663			2,393
Borrowings	(3,917		)	(2,537		)	(6,454		)
Net change in expense on interest-bearing liabilities	2,146			(5,159		)	(3,013		)
Change in net interest income	$	13,231		$	(33,373	)	$	(20,142	)

Provision for Expected Credit Losses

The provision for expected credit losses represents the expense necessary to maintain the ~~ACL~~AECL at a level that in management's judgment is appropriate to absorb ~~probable~~estimated lifetime expected credit losses, including losses associated with unfunded commitments, inherent in the portfolio at the balance sheet date.

The provision for expected credit losses totaled ~~$9.0~~$69.0 million for the ~~third~~first quarter of ~~2019,~~2020, a ~~$2.4~~$55.2 million, or ~~21%~~401%, ~~decrease~~increase compared to the same period in 2018, attributable to an improvement in asset quality and lower net charge-offs. For the nine months ended September 30 2019, the provision for credit losses of $33.5 million was a $6.2 million increase from the comparable 2018 period.2019. The increase in the provision reflects the projected impact of the COVID-19 pandemic on expected future losses and to a much lesser extent the increase attributable to reserving for ~~credit~~expected lifetime losses ~~during~~under CECL. For additional information about general asset quality trends, see the ~~year-to-date period was largely due to organic loan growth.~~

~~The Company's provision for loan and lease losses covered 135%~~Asset Quality section of ~~net charge-offs in the first nine months of 2019 compared to 107% coverage for the same period of 2018.~~

~~Refer to the "Asset Quality" section for further discussion on past due loans, non-performing assets, troubled debt restructurings and the allowance for credit losses.~~this MD&A.

Non-interest Income

Non-interest income was ~~$63.7~~$64.7 million for the three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~$53.1~~$52.5 million for the same period of ~~2018,~~2019, a ~~$10.6~~$12.1 million, or ~~20%~~23%, increase. The increase was primarily attributable to ~~a $4.7~~an $11.4 million increase in mortgage income primarily driven by higher sales volume during the third quarter of 2019 and a $3.2 million gain on non-mortgage loan sales. In addition, commission income increased $1.5 million due to higher customer swap commissions.

~~On a year-to-date basis, non-interest income~~which was ~~$175.0 million compared to $151.6 million for the same period of 2018, a $23.4 million, or 15%, increase. The increase was driven~~favorably impacted by a ~~$11.7~~$230.2 million ~~increase in mortgage income, the result of an~~ increase in sales volume ~~higher margins on~~and an increase in the ~~sale~~fair value of mortgage ~~loans, and favorable fair value adjustments. Additionally, commission~~derivatives. Title income increased ~~$5.6~~$0.7 million due to ~~higher~~increases in title insurance and closing fee income. This was partially offset by a decrease of $0.5 million in commission income due to lower customer swap ~~commissions. The Company also realized a $3.2 million gain on non-mortgage loan sales.~~

activity.

Non-interest Expense

Non-interest expense was ~~$172.7~~$177.4 million for the ~~third~~first quarter of ~~2019,~~2020, an increase of ~~$3.6~~$18.7 million, or 2%12%, when compared to the same period of ~~2018.~~2019. For the quarter, the Company's efficiency ratio was 60.1%, compared to 52.4% in the first quarter of 2019.

Other non-interest expense increased $8.7 million primarily from $5.5 million in credit valuation adjustments on customer derivatives during the first quarter of 2020. Other non-interest expense in the first quarter of 2019 was favorably impacted by interest received on refunds from the Company’s federal income tax filings.

Salaries and employee benefits increased $4.2 million, or 4%, when comparing the ~~largest category of non-interest expense, increased $2.1 million for the third~~first quarter of ~~2019 when compared~~2020 to the same period of ~~2018. An~~2019, primarily driven by merit increases and an additional business day during the ~~quarter, off-cycle pay increases, and~~quarter. In addition, mortgage incentive expense was higher ~~share-based compensation expenses from current period grants contributed~~due to ~~a $2.5 million~~increased mortgage production.

The increase in compensation expense. Benefit expenses increased $1.6 million due to lower medical insurance expense in 2018. These increases were partially offset by a $1.6 million decrease in severance, retention, and other merger-related compensation expenses when comparing the periods.

~~Occupancy and equipment expense increased $2.4 million primarily from a write-off on certain long-lived assets.~~

~~Other non-interest expense increased $2.1 million primarily from a $1.8 million credit valuation adjustment on customer swaps.~~

These increases in non-interest expense were partially offset by a $1.7 million decrease in insurance expense, driven by the elimination of the FDIC large bank surcharge and a lower assessment rate in 2019.

~~Non-interest expense was $501.0 million for the nine months ended September 30, 2019, a decrease of $52.9 million, or 10%, compared to the same period of 2018.~~

Salaries and employee benefits decreased $8.3 million for the year-to-date period of 2019 compared to the same period of 2018 as severance, retention, and other merger-related compensation expenses decreased $12.1 million. These decreases were partially offset by a $2.8 million increase in share-based compensation expense.

~~Impairment~~impairment of long-lived assets and other ~~(gains)~~ losses ~~decreased $23.7~~was a result of $2.4 million ~~due~~in impairment related to ~~branch consolidation~~mortgage servicing rights during the first quarter of 2020.

Net occupancy and ~~closure expenses incurred in 2018.~~

~~Insurance~~equipment expense ~~decreased $7.3~~increased $1.4 million, driven by the elimination of the FDIC large bank surcharge and a lower assessment rate in 2019. Professional services expense decreased $3.1 million and computer services expense decreased $2.6 million,primarily as a result of ~~system conversion~~increases in rent, moving and ~~other~~ merger-related ~~expenses incurred in 2018.~~

expenses.

Income Taxes

The Company recorded income tax expense of ~~$31.5~~$12.2 million for the three months ended ~~September 30, 2019~~March 31, 2020 and ~~$30.4~~$30.3 million for the three months ended ~~September 30, 2018,~~March 31, 2019, which resulted in an effective income tax rate of ~~24.0%~~25.1% and ~~23.1%~~23.3%, respectively. ~~For the nine months ended September 30, 2019, the Company recorded~~The decrease in income tax expense was primarily the result of ~~$94.0 million and $78.4 million for~~lower taxable income before income taxes in the ~~same period of 2018, which resulted in an effective income tax rate of 23.8% and 24.6%, respectively.~~current period.

The ~~difference between the~~ Company's effective tax rate ~~and the U.S. statutory tax rates of 21% primarily relates to tax-exempt income, non-deductible expenses,~~is impacted by state income taxes (net of federal income tax benefit), tax-exempt income, non-deductible expenses, and the recognition of tax credits. The effective tax rate may vary significantly due to fluctuations in the amount and source of ~~pretax~~pre-tax income, changes in amounts of non-deductible expenses, and timing of the recognition of tax credits.

The ~~Company is~~Company's federal tax returns for the years 2014 to 2017 are currently under audit by the Internal Revenue ~~Service for the years 2014 to 2017.~~

Service.

ANALYSIS OF FINANCIAL CONDITION

Loans and Leases

The Company had total loans and leases of ~~$23.7~~$24.5 billion at ~~September 30, 2019,~~March 31, 2020, an increase of ~~$1.2 billion,~~$520.1 million, or 5%2%, from December 31, ~~2018.~~2019. The increase was a result of legacy loan growth of ~~$2.3~~$736.7 billion, or ~~13%~~4%, offset by pay-downs and pay-offs on ~~loans, primarily from prior period acquisitions.~~acquired loans.

~~Loans and leases outstanding at September 30, 2019 and December 31, 2018 are presented in the following table.~~

~~TABLE 5—SUMMARY OF LOANS~~

September 30, 2019 December 31, 2018 $ Change % Change
(in thousands) Balance Mix Balance Mix
Commercial loans and leases:
   Real estate- construction $ 1,330,014
6 % $ 1,196,366
5 % 133,648
11
   Real estate- owner-occupied 2,468,061
10
2,395,822
11
72,239
3
   Real estate- non-owner occupied 6,011,681
25
5,796,117
26
215,564
4
   Commercial and industrial ⁽¹⁾
6,490,125
27
5,737,017
25
753,108
13
Total commercial loans and leases 16,299,881
68
15,125,322
67
1,174,559
8

Residential mortgage loans 4,649,745
20
4,359,156
19
290,589
7

Consumer and other loans:
   Home equity 2,053,588
9
2,304,694
10
(251,106 ) (11 )
   Other 673,323
3
730,643
4
(57,320 ) (8 )
Total consumer and other loans 2,726,911
12
3,035,337
14
(308,426 ) (10 )
       Total loans and leases $ 23,676,537
100 % $ 22,519,815
100 % 1,156,722
5


~~(1)~~	~~Includes equipment financing leases~~

~~Loan Portfolio Segments~~

The Company believes its loan portfolio is diversified by product and geography throughout its footprint. Loan growth thus far in ~~2019~~2020 was strongest in the ~~the~~Corporate Asset Finance (equipment financing and leasing business) and Energy ~~Group~~ (primarily reserve-based and midstream lending)~~, Corporate Asset Finance Group (equipment financing and leasing business), and~~ groups, as well as the ~~Birmingham, Dallas~~Houston, New Orleans and New ~~Orleans~~York markets. Loans in the ~~Energy Group increased $429.9 million, or 47% since December 31, 2018. The~~ Corporate Asset Finance ~~Group grew loans and leases $268.4~~group increased $172.1 million, or ~~53%, thus far in~~22% since December 31, 2019. In the first ~~nine~~three months of ~~2019,~~2020, the ~~Birmingham~~Houston market grew loans ~~$118.1~~$119.4 million, or ~~12%. The Dallas market grew loans $109.0 million, or 16%~~9%, ~~and~~ the New Orleans market grew loans ~~$106.0~~$96.7 million, or 5%4%, and the New York market grew loans $47.4 million, or 9%. The Energy group grew loans and leases $46.0 million, or 4%, thus far in 2020.

The Company’s loan to deposit ratio was 96% at March 31, 2020 and 95% at ~~both September 30, 2019 and~~ December 31, ~~2018.~~2019. The percentage of fixed-rate loans to total loans was approximately ~~39%~~38% at ~~September 30,~~both March 31, 2020 and December 31, 2019.

Loans and leases outstanding at March 31, 2020 and December 31, 2019 ~~compared to 39% at~~by portfolio segment and class are presented in the ~~end of 2018.~~following table.

TABLE 4—SUMMARY OF LOANS

In order to assess the risk characteristics of the loan portfolio, the Company considers the current U.S. economic environment and that of its primary market areas. See Note 5, Allowance for Credit Losses, to the unaudited consolidated financial statements for credit quality factors by loan portfolio segment.



	March 31, 2020				December 31, 2019				$ Change		% Change
(in thousands)	Balance		Mix		Balance		Mix
Commercial loans and leases:
Real estate- construction	$	1,322,627	5	%	$	1,321,663	6	%	964		—
Real estate- owner-occupied	2,424,139		10		2,475,326		10		(51,187	)	(2	)
Real estate- non-owner-occupied	6,484,257		27		6,267,106		26		217,151		3
Commercial and industrial ⁽¹⁾	6,909,841		28		6,547,538		27		362,303		6
Total commercial loans and leases	17,140,864		70		16,611,633		69		529,231		3

Consumer and other loans:
Residential mortgage	4,849,119		20		4,739,075		20		110,044		2
Home equity	1,926,753		8		1,987,336		8		(60,583	)	(3	)
Other	624,896		2		683,455		3		(58,559	)	(9	)
Total consumer and other loans	7,400,768		30		7,409,866		31		(9,098	)	—
Total loans and leases	$	24,541,632	100	%	$	24,021,499	100	%	520,133		2


⁽¹⁾	Includes equipment financing leases

Commercial Loans and Leases

Total commercial loans and leases increased ~~$1.2 billion,~~$529.2 million, or 8%3%, from December 31, ~~2018.~~2019. Commercial loans and leases ~~increased to 68%~~were 70% of the total portfolio at ~~September 30, 2019 compared to 67%~~March 31, 2020 and 69% at December 31, ~~2018.~~2019. Unfunded commitments on commercial loans including approved loan commitments not yet funded were ~~$6.6~~$6.2 billion at ~~September 30, 2019, an increase~~March 31, 2020, a decrease of ~~$543.6~~$340.5 million, or 9%5%, when compared to the end of ~~the prior year.~~2019.

Commercial real estate loans include loans to commercial customers for medium-term financing of land and buildings or for land development or construction of a building. These loans are repaid from revenues through operations of the businesses, rents of properties, sales of properties and refinances. The Company's underwriting standards generally provide for loan terms of three to seven years, with amortization schedules of generally no more than twenty-five years. Low loan-to-value ratios are generally maintained and usually limited to no more than 80% at the time of origination.

The commercial real estate portfolio is comprised of approximately ~~14%~~13% construction loans, ~~25%~~24% owner-occupied loans, and ~~61%~~63% non-owner-occupied loans as of ~~September 30, 2019,~~March 31, 2020, relatively consistent with ~~13%, 25%, and 62%, respectively,~~the portfolio mix at December 31, ~~2018.~~2019. Commercial real estate loans increased ~~$421.5~~$166.9 million, or 4%2%, during the first ~~nine~~three months of ~~2019,~~2020, from loan growth across multiple markets, primarily in the ~~Atlanta, Dallas, Naples,~~Houston, New Orleans, and ~~South Florida markets.~~Miami-Dade markets, which all had commercial real estate loan growth of over $50 million.

Commercial and industrial loans and leases represent loans to commercial customers to finance general working capital needs, equipment purchases and leases and other projects where repayment is derived from cash flows resulting from business operations. The Company originates C&I loans and leases on a secured and, to a lesser extent, unsecured basis. C&I loans may be term loans or revolving lines of credit. Term loans are generally structured with terms of no more than three to seven years, with amortization schedules of generally no more than fifteen years. C&I term loans and leases are generally secured by equipment, machinery, or other corporate assets. Revolving lines of credit are generally structured as advances upon perfected security interests in accounts receivable and inventory and generally have annual maturities.

As of ~~September 30, 2019, commercial and industrial~~March 31, 2020, C&I loans and leases totaled ~~$6.5~~$6.9 billion, a ~~$753.1~~$362.3 million, or ~~13%~~6%, increase from December 31, ~~2018,~~2019, primarily driven by growth in the Company's Corporate Asset Finance and Energy groups, which grew C&I loans $172.1 million and ~~Corporate Assets Finance Groups.~~$45.6 million, respectively, thus far in 2020. Commercial and industrial loans and leases comprised ~~27%~~28% of the total portfolio at ~~September 30, 2019~~March 31, 2020 and ~~25%~~27% at December 31, ~~2018.~~2019.

The following table details the Company’s commercial loans and leases by state.

TABLE 6—5—COMMERCIAL LOANS AND LEASES BY STATE OF ORIGINATION


(in thousands)	September 30, 2019		December 31, 2018		$ Change		% Change		March 31, 2020		December 31, 2019		$ Change		% Change
Louisiana	$	3,601,291	$	3,521,596	79,695		2		$	3,664,488	$	3,586,091	78,397		2
Florida	4,779,476		4,756,957		22,519		—		4,875,938		4,802,565		73,373		2
Alabama	1,427,892		1,289,146		138,746		11		1,598,919		1,568,307		30,612		2
Texas ⁽¹⁾	2,773,770		2,310,642		463,128		20		2,917,050		2,780,641		136,409		5
Georgia	1,121,622		1,078,983		42,639		4		1,186,970		1,188,253		(1,283	)	—
Arkansas	753,634		711,484		42,150		6		759,920		766,781		(6,861	)	(1	)
Tennessee	555,281		584,119		(28,838	)	(5	)	499,423		504,235		(4,812	)	(1	)
New York	66,072		44,026		22,046		50		143,770		110,503		33,267		30
South Carolina and North Carolina	155,064		92,800		62,264		67		224,657		210,014		14,643		7
Other ⁽²⁾	1,065,779		735,569		330,210		45		1,269,729		1,094,243		175,486		16
Total	$	16,299,881	$	15,125,322	1,174,559		8		$	17,140,864	$	16,611,633	529,231		3


⁽¹⁾	Texas loans include $1.3 billion and ~~$911.5 million~~$1.2 billion in Energy ~~Group~~group loans at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.


⁽²⁾	Other loans include primarily equipment financing and corporate asset financing loans and leases, which the Company does not classify by state.

Consumer and Other Loans

~~Residential Mortgage Loans~~The Company offers consumer loans in order to provide a full range of retail financial services to customers in the communities in which it operates. The Company originates substantially all of its consumer loans in its primary market areas.

Residential mortgage loans consist of loans to consumers to finance a primary or secondary residence. The vast majority of the residential mortgage loan portfolio is comprised of non-conforming 1-4 family mortgage loans secured by properties located in the Company's market ~~areas. The residential mortgage loan portfolio~~areas and is originated under terms and documentation that permit their sale in a secondary market. The larger mortgage loans of current and prospective private banking clients are generally retained to enhance relationships, but also tend to be more profitable due to the expected shorter durations and relatively lower servicing costs associated with loans of this size. The Company does not originate or hold negative amortization, option ARM, or other exotic mortgage loans in its portfolio. The Company makes insignificant investments in loans that would be considered sub-prime (e.g., loans with a credit score of less than 620) in order to facilitate compliance with relevant Community Reinvestment Act regulations.

Total residential mortgage loans increased ~~$290.6~~$110.0 million, or 7%2%, compared to December 31, ~~2018,~~2019, primarily the result of growth in the Houston, New York, Dallas, Atlanta, and New Orleans ~~Dallas and Tampa markets.~~markets, which all had growth over $10 million.

~~Consumer and Other Loans~~

The Company offers consumer loans in order to provide a full range of retail financial services to customers in the communities in which it operates. The Company originates substantially all of its consumer loans in its primary market areas. At September 30, 2019, $2.7 billion, or 12%, of the total portfolio was comprised of consumer loans, compared to $3.0 billion, or 14%, at the end of 2018.

~~The majority of the consumer loan portfolio is comprised of home~~Home equity loans ~~which~~ allow customers to borrow against the equity in their home and are secured by a first or second mortgage on the borrower’s residence. Home equity loans were ~~$2.1~~$1.9 billion at ~~September 30, 2019,~~March 31, 2020, a decrease of ~~$251.1~~$60.6 million from December 31, ~~2018.~~2019. Unfunded commitments related to home equity loans and lines were ~~$1.1~~$1.0 billion at ~~September 30, 2019, an increase~~March 31, 2020, a decrease of ~~$49.4~~$30.0 million, or 5%3%, from the end of ~~2018.~~2019.

All other consumer loans, which consist of credit card loans, automobile loans and other personal loans, decreased ~~$57.3~~$58.6 million, or 8%9%, from December 31, ~~2018,~~2019, primarily from decreases in other personal loans and indirect automobile loans, a product that is no longer offered.

Additional information on the Company’s consumer loan portfolio is presented in the following tables. For the purposes of Table 8,7, unscoreable consumer loans have been included with loans with credit scores below 660. Credit scores reflect the most recent information available as of the dates indicated.

TABLE 7—6—CONSUMER AND OTHER LOANS BY STATE OF ORIGINATION


(in thousands)	September 30, 2019		December 31, 2018		$ Change		% Change		March 31, 2020		December 31, 2019		$ Change		% Change
Louisiana	$	1,005,490	$	1,072,628	(67,138	)	(6	)	$	1,538,831	$	1,564,325	(25,494	)	(2	)
Florida	831,748		956,159		(124,411	)	(13	)	3,411,439		3,418,268		(6,829	)	—
Alabama	239,903		268,998		(29,095	)	(11	)	434,969		434,327		642		—
Texas	109,010		126,562		(17,552	)	(14	)	624,719		581,754		42,965		7
Georgia	124,584		142,067		(17,483	)	(12	)	310,540		294,047		16,493		6
Arkansas	195,697		216,817		(21,120	)	(10	)	326,204		330,775		(4,571	)	(1	)
Tennessee	65,077		78,013		(12,936	)	(17	)	76,523		82,115		(5,592	)	(7	)
New York	38,738		46,146		(7,408	)	(16	)	410,197		396,092		14,105		4
South Carolina and North Carolina	3,378		214		3,164		NM		11,154		8,102		3,052		38
Other ⁽¹⁾	113,286		127,733		(14,447	)	(11	)	256,192		300,061		(43,869	)	(15	)
Total	$	2,726,911	$	3,035,337	(308,426	)	(10	)	$	7,400,768	$	7,409,866	(9,098	)	—


⁽¹⁾	Other loans include primarily credit card and indirect consumer loans, which the Company does not classify by state.

~~NM - not meaningful~~

TABLE 8—7—CONSUMER AND OTHER LOANS BY CREDIT SCORE


(in thousands)	September 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Above 720	$	1,593,693	$	1,708,417	$	4,617,815	$	4,538,571
660-720	547,779		666,132		1,378,817		1,328,041
Below 660	585,439		660,788		1,404,136		1,543,254
Total consumer loans	$	2,726,911	$	3,035,337
Total					$	7,400,768	$	7,409,866

Impact of COVID-19 Pandemic

Due to the unprecedented economic disruption due to the COVID-19 pandemic, on March 27, 2020, the CARES Act was signed into law, which provides relief for small businesses.

Among other provisions, as part of this relief, the CARES Act established the Payroll Protection Program (PPP), intended to provide small businesses with eight weeks of cash flow assistance through loans that are fully guaranteed by the federal government. Loans funded under the PPP will be forgiven as long as the loan proceeds are used to cover payroll costs and most mortgage interest, rent, and utility costs over the eight-week period after the loan is funded and employee and compensation levels are maintained. Although loan terms are standard, the amount of the loan may vary by customer, but is limited by a $10 million cap. As of April 30, 2020, the Company had funded approximately $1.6 billion in PPP loans to over 6,700 customers. These loans have been funded by short-term advances from the FHLB and deposits, with the majority of funding coming from non-interest-bearing deposits. As of that date, the Company had received approximately 7,400 additional applications for up to $560 million of loans under the PPP.

In response to the COVID-19 pandemic, during the first quarter of 2020, the joint federal bank regulatory agencies issued an interagency statement that encouraged financial institutions to work with borrowers affected by COVID-19, specifically noting that the FDIC will not criticize financial institutions for prudent loan modifications and will not direct financial institutions to automatically categorize these COVID-19 related loan modifications as TDRs, as long as these modifications are short-term modifications made on a good faith basis. The Company continues to work with its affected customers, and in certain instances has deferred scheduled loan payments and/or loan maturities. As of April 30, 2020, almost 4,800 customers have requested these deferrals for $3.5 billion in loans. All of these deferrals are for loans due in 2020, and none of the deferrals exceed a period of six months.

In addition to these deferrals, the Company has funded loans with associated interest rate swap agreements, whereby the Company has advanced funds under the loan to fund interest payments on the swaps. As of April 30, 2020, there were approximately $525 million of these loans.

Certain industries have felt an immediate impact from social distancing measures implemented as a result of the pandemic. The Company has internally segmented its commercial loan and lease portfolio by immediacy and severity of impact, using a number of assumptions, to assess the risk of loss inherent in its portfolio. Certain industries are experiencing immediate severe disruption from various COVID-19-related impacts, including social distancing and a decline in commodity prices. Industries the Company has included in those immediately and severely impacted include hotels, lodging, and other traveler accommodation, restaurants and food service, retail, energy, and entertainment, among others. At March 31, 2020, approximately $4.4 billion, or 26%, of the Company's commercial loan and lease portfolio has been included in those industries immediately impacted and are most at risk of rating downgrades or default, and as a result are at an elevated risk of credit loss.

Due to uncertainty as to the length and magnitude of the COVID-19 pandemic, as well as uncertainty as to the success of the CARES Act and other stimulus packages on the restoration of normal economic conditions, the long-term impact of the COVID-19 pandemic on expected future losses and overall asset quality of the Company's loan and lease portfolio are subject to change from current expectations.

Mortgage Loans Held for Sale

Mortgage loans held for sale totaled ~~$255.3~~$207.8 million at ~~September 30, 2019, an increase~~March 31, 2020, a decrease of ~~$147.5~~$5.5 million, or ~~137%~~3%, from ~~$107.7~~$213.4 million at year-end ~~2018,~~2019, as ~~originations~~sales have outpaced ~~sales~~origination activity during the first ~~three quarters~~quarter of ~~2019.~~2020. The Company sells the majority of conforming mortgage loan originations in the secondary market rather than assume the interest rate risk associated with these longer term assets. Upon the sale, the Company retains servicing on a limited portion of these loans. Loans held for sale are primarily fixed-rate single-family residential mortgage loans under contracts to be sold in the secondary market. In most cases, loans in this category are sold within thirty days of closing. Buyers generally have recourse to return a purchased loan to the Company under limited circumstances.

See Note 1, Summary of Significant Accounting Policies, in the ~~Annual Report on Form~~2019 10-K ~~for the year ended December 31, 2018,~~ for further discussion.

Investment Securities

Investment securities decreased ~~$567.9~~$23.4 million, or ~~11%~~1%, since December 31, ~~2018~~2019 to ~~$4.4~~$4.1 billion at ~~September 30, 2019,~~March 31, 2020, primarily due to ~~sales of available-for-sale securities,~~net principal payments, partially offset by increases in unrealized gains on the ~~AFS~~available-for-sale portfolio. Approximately 96% of the Company's investment portfolio is in ~~available-for-sale~~AFS securities, which experience unrealized gains when interest rates fall. Investment securities approximated ~~14% and 16%~~13% of total assets at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

All of the Company's mortgage-backed securities were issued by government-sponsored enterprises at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019. The Company does not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, or structured investment vehicles, nor does it hold any private label collateralized mortgage obligations, subprime, Alt-A, sovereign debt, or second lien elements in its investment portfolio. At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company's investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages.

Funds generated as a result of sales and prepayments of investment securities are used to fund loan growth and purchase other securities. The Company continues to monitor market conditions and take advantage of market opportunities with appropriate risk and return elements.

Asset Quality

The lending activities of the Company are governed by underwriting policies established by management and approved by the Board Risk Committee of the Board of Directors. For additional information on loan underwriting, loan origination, monitoring of loan payment performance, loan review, and the determination of past due and non-accrual status, as well as the Company's policies for recording payments received, placing loans and leases on non-accrual status, and the resumption of interest accrual on non-accruing loans and leases, see Note 1, ~~Summary~~Description of Business, Basis of Presentation, and Changes in Significant Accounting Policies, ~~and the "Asset Quality" section of MD&A~~ in the ~~Annual Report on Form 10-K for the year ended December 31, 2018.~~accompanying consolidated financial statements.

For commercial loans and leases, the Company utilizes regulatory classification ratings to monitor credit quality. For further discussion of regulatory classification ratings, see Note 5, Allowance for Expected Credit Losses And Credit Quality, to the unaudited consolidated financial statements. For ~~residential mortgage loans and~~ consumer loans, the Company ~~primarily uses the loan's payment and delinquency status~~utilizes FICO scores to monitor credit ~~quality.~~quality as these are widely accepted measures of a borrowers risk of non-repayment over the life of a loan. These credit quality indicators are continually updated and monitored.

Real estate acquired by the Company through foreclosure or by deed-in-lieu of foreclosure is classified as OREO, and is recorded at the lesser of the related loan balance (the pro-rata carrying value for acquired loans) or estimated fair value less costs to sell. Closed bank branches are also classified as OREO and recorded at the lower of cost or market value.

Non-performing Assets and Troubled Debt Restructurings

The Company defines non-performing assets as non-accrual loans, accruing loans more than 90 days past due, OREO, and foreclosed property. Management continuously monitors and transfers loans to non-accrual status when warranted.

Under GAAP, certain loan modifications or restructurings are designated as TDRs. In general, the modification or restructuring of a debt constitutes a TDR if the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider under current market conditions. ~~See Note~~

Prior to the adoption of ASC 326 on January 1, ~~Summary of Significant Accounting Policies, in~~2020, acquired loans that reflected credit deterioration since origination to the ~~2018 10-K for further details.~~

~~Non-performing Assets and Troubled Debt Restructurings~~

~~The~~extent that it was probable that the Company ~~defines non-performing assets~~would be unable to collect all contractually required payments were classified as ~~non-accrual~~purchased credit impaired loans, ~~accruing~~or “acquired impaired loans”. All other acquired loans ~~more than 90 days past due, OREO, and foreclosed property. Management continuously monitors and transfers~~were classified as purchased non-impaired loans, ~~to non-accrual status when warranted.~~

~~The Company accounts for loans acquired with deteriorated credit quality, as well as all loans acquired with significant discounts that did not exhibit deteriorated credit quality at acquisition, in~~or “acquired non-impaired loans”. In accordance with ASC Topic ~~310-30. Collectively, all~~310-30, at the time of acquisition, acquired impaired loans were accounted for ~~under ASC 310-30 are referred to as "acquired impaired loans." Application of ASC Topic 310-30 results in significant accounting differences, compared to loans originated~~individually or ~~acquired by~~aggregated into loan pools with similar characteristics. From these pools, the Company ~~that are not accounted~~used certain loan information to estimate the expected cash flows for ~~under ASC 310-30. See Note 1, Summary of Significant Accounting Policies, in the 2018 10-K for further details.~~

~~Due to the significant difference in accounting for~~each loan pool. For acquired impaired loans, the ~~Company believes inclusion~~expected cash flows at the acquisition date in excess of ~~these~~the fair value of loans were recorded as interest income over the life of the loans using a level yield method if the timing and amount of future cash flows was reasonably estimable. The adoption of ASC 326 resulted in ~~certain asset quality ratios that reflect non-performing assets~~a change in the ~~numerator~~accounting for purchased credit impaired loans, which are considered purchased credit deteriorated (PCD) loans under ASC 326. Prior to January 1, 2020, past due and non-accrual loan and lease amounts excluded PCD loans, even if contractually past due or ~~denominator (or both) results~~if the Company did not expect to receive payment in ~~significant distortion to these ratios,~~full, as the ~~inclusion~~Company was accreting interest income over the expected life of these loans could result in a lack of comparability across quarters or years, and could impact comparability with other portfolios that were not impacted by acquired impaired loan accounting. The Company believes that the presentation of certain asset quality measures excluding acquired impaired loans, as indicated below, and related amounts from both the numerator and denominator provides better perspective into underlying trends related to the quality of its loan portfolio.loans. Accordingly, the asset quality measures ~~in the tables below present asset quality information excluding acquired impaired loans, as indicated within each table.~~at March 31, 2020 are not comparable to prior periods.

The following table sets forth the composition of the Company’s non-performing assets and TDRs for the periods indicated.

TABLE 9—8—NON-PERFORMING ASSETS AND TROUBLED DEBT RESTRUCTURINGS


(in thousands)	September 30, 2019			December 31, 2018			$ Change		% Change		March 31, 2020			December 31, 2019			$ Change		% Change
Non-accrual loans and leases:
Commercial	$	82,234		$	85,112		(2,878	)	(3	)	$	84,712		$	76,287		8,425		11
Mortgage	50,439			30,396			20,043		66		48,067			34,833			13,234		38
Consumer and other	20,440			21,676			(1,236	)	(6	)	33,784			27,785			5,999		22
Total non-accrual loans and leases	153,113			137,184			15,929		12		166,563			138,905			27,658		20
Accruing loans and leases 90 days or more past due	4,790			2,128			2,662		125		10,963			3,257			7,706		237
Total non-performing loans and leases ^{(2) (3)}	157,903			139,312			18,591		13
Total non-performing loans and leases ⁽¹⁾											177,526			142,162			35,364		25
OREO and foreclosed property ⁽¹⁾⁽²⁾	27,075			30,394			(3,319	)	(11	)	15,893			27,985			(12,092	)	(43	)
Total non-performing assets	184,978			169,706			15,272		9		193,419			170,147			23,272		14
Performing troubled debt restructurings(3)	73,518			80,807			(7,289	)	(9	)	68,113			67,972			141		—
Total non-performing assets and performing troubled debt restructurings	$	258,496		$	250,513		7,983		3		$	261,532		$	238,119		23,413		10
Non-performing loans and leases to total loans and leases ⁽³⁾⁽¹⁾	0.67		%	0.62		%					0.72		%	0.59		%
Non-performing assets to total assets	0.58		%	0.55		%					0.60		%	0.54		%
Non-performing assets and performing troubled debt restructurings to total assets⁽¹⁾⁽²⁾	0.81		%	0.81		%					0.81		%	0.75		%
Allowance for credit losses to non-performing loans and leases	102.83		%	111.55		%
Allowance for credit losses to total loans and leases	0.69		%	0.69		%
Allowance for expected credit losses to non-performing loans and leases											171.80		%	114.82		%
Allowance for expected credit losses to total loans and leases											1.24		%	0.68		%


⁽¹⁾	~~OREO and foreclosed property at September 30, 2019 and December 31, 2018 include $3.1 million and $9.0 million, respectively, of former bank properties held for development or resale.~~


⁽²⁾	~~Total non-performing loans and leases for September 30, 2019 and December 31, 2018 include $65.6 million and $61.5 million, respectively, of non-performing troubled debt restructurings.~~

⁽³⁾

Non-performing loans exclude acquired impaired loans, even if contractually past due or if the Company does not expect to receive payment in full, as the Company iswas currently accreting interest income over the expected life of the loans prior to January 1, 2020. Total non-performing assets at March 31, 2020 included $14.7 million in non-accrual loans and leases and $1.7 million in accruing loans and leases 90 days or more past due that are PCD loans.


⁽²⁾	There were no former bank properties held for development or resale at March 31, 2020orDecember 31, 2019.


⁽³⁾	Performing troubled debt restructurings for March 31, 2020 and December 31, 2019 exclude $62.2 million and $64.9 million, respectively, in troubled debt restructurings that meet non-performing asset criteria.

Total non-performing assets increased ~~$15.3~~$23.3 million, or 9%14%, compared to December 31, ~~2018,~~2019, as non-performing loans and leases increased ~~$18.6~~$35.4 million and OREO and foreclosed property decreased ~~$3.3 million.~~$12.1 million from the sale of multiple properties in the first three months of 2020. Non-performing loans and leases increased ~~13% primarily attributable~~partially driven by the implementation of CECL which requires acquired impaired loans to be classified as non-accrual or past due based on performance. The increase was also driven by an increase in non-accrual mortgage and commercial loans, as a ~~small~~limited number of ~~mortgage~~ loans moved to non-accrual in ~~2019.~~2020.

Potential Problem Loans

At March 31, 2020, the Company had $168.5 million of commercial loans and leases classified as substandard and $27.8 million of commercial loans classified as doubtful. Accordingly, the aggregate of the Company’s classified commercial loans was 0.61% of total assets and 1.15% of total commercial loans at March 31, 2020. At December 31, 2019, classified commercial loans totaled $158.5 million, or 0.50% of total assets, and 0.95% of total commercial loans. The increase from year-end 2019 was primarily driven by the downgrades of a limited number of larger commercial loans during 2020.

In addition to the problem loans described above, there were ~~$158.3 million~~$96.9 of commercial loans classified as special mention at ~~September 30, 2019,~~March 31, 2020, which in management’s opinion were subject to potential future rating downgrades. Special mention loans have potential weaknesses that, if left uncorrected, may result in deterioration of the Company's credit position at some future date. Special mention loans ~~increased $1.1~~decreased $30.8 million, or 1%24%, from year-end ~~2018,~~2019, and were ~~0.97%~~0.57% of total commercial loans at ~~September 30, 2019~~March 31, 2020 and ~~1.04%~~0.77% at December 31, ~~2018.~~2019.

Past Due and Non-accrual Loans

Past due status is based on the contractual terms of loans. Total past due and non-accrual loans were ~~0.90%~~1.05% of total loans and leases at ~~September 30, 2019~~March 31, 2020 compared to ~~0.87%~~0.88% at December 31, ~~2018.~~2019. Additional information on past due loans and leases is presented in the following table.

TABLE ~~10—~~9—PAST DUE AND NON-ACCRUAL LOAN SEGREGATION ⁽¹⁾


	September 30, 2019			December 31, 2018							March 31, 2020			December 31, 2019
(in thousands)	Amount		% of Outstanding Balance	Amount		% of Outstanding Balance	$ Change		% Change		Amount		% of Outstanding Balance	Amount		% of Outstanding Balance	$ Change		% Change
Accruing loans and leases
30-59 days past due	$	26,391	0.11	$	38,579	0.17	(12,188	)	(32	)	$	62,372	0.25	$	44,119	0.19	18,253		41
60-89 days past due	28,227		0.12	18,753		0.08	9,474		51		18,330		0.07	24,085		0.10	(5,755	)	(24	)
90-119 days past due	4,645		0.02	2,128		0.01	2,517		118		9,023		0.04	2,217		0.01	6,806		307
120 days past due or more	145		—	—		—	145		100		1,940		0.01	1,040		—	900		87
	59,408		0.25	59,460		0.26	(52	)	—		91,665		0.37	71,461		0.30	20,204		28
Non-accrual loans and leases	153,113		0.65	137,184		0.61	15,929		12		166,563		0.68	138,905		0.58	27,658		20
Total past due and non-accrual loans and leases	$	212,521	0.90	$	196,644	0.87	15,877		8		$	258,228	1.05	$	210,366	0.88	47,862		23


⁽¹⁾	~~Past~~Prior to January 1, 2020, past due and non-accrual loan amounts exclude ~~acquired impaired~~PCD loans, even if contractually past due, or if the Company ~~does~~did not expect to receive payment in full, as the Company ~~is currently~~was accreting interest income over the expected life of the loans.

Total past due and non-accrual loans and leases increased ~~$15.9~~$47.9 million from December 31, ~~2018~~2019 to ~~$212.5~~$258.2 million at ~~September~~March 31, 2020. The implementation of CECL requires purchased credit deteriorated loans to be classified as non-accrual or past due based on performance, resulting in a $14.7 million increase in non-accrual loans and a $5.6 million increase in accruing loans past due more than 30 ~~2019, primarily as~~days. The remaining increases were a result of ~~an increase in~~the movement of a limited number of loans to non-accrual ~~loans.~~ and accruing past due during the first quarter of 2020.

Of the total accruing past due loans, ~~44%~~68% were past due less than 60 days compared to ~~65%~~62% at year-end ~~2018,~~2019, and ~~92%~~88% were past due less than 90 days compared to ~~96%~~95% at year-end ~~2018.~~2019.

Allowance for Expected Credit Losses

The ~~allowance for credit losses~~AECL represents management’s best estimate of ~~probable~~lifetime expected credit losses, including losses associated with unfunded commitments, inherent at the balance sheet date. Determination of the ~~allowance for credit losses~~AECL involves a high degree of complexity and requires significant judgment. Several factors are taken into consideration in the determination of the overall ~~allowance for credit losses.~~AECL, including but not limited to past events, current conditions, and reasonable and supportable forecasts of future economic conditions. Based on facts and circumstances available, management of the Company believes that the ~~allowance for credit losses~~AECL was appropriate at ~~September 30, 2019~~March 31, 2020 to cover ~~probable~~future expected credit losses inover the life of the Company’s loan and lease portfolio. However, future adjustments to the allowance may be necessary, and the results of operations could be adversely affected, if circumstances differ substantially from the assumptions used by management in determining the ~~allowance for credit losses.~~AECL. See “Application of Critical Accounting Policies and Estimates” included in MD&A, ~~and~~ Note 1, ~~Summary~~Description of Business, Basis of Presentation, and Changes in Significant Accounting Policies, inNote 2, Recent Accounting Pronouncements, and Note 5, Allowance for Expected Credit Losses and Credit Quality, to the ~~Annual Report on Form 10-K for the year ended December 31, 2018~~unaudited consolidated financial statements, for more information.

The following table sets forth the activity in the Company’s ~~allowance for credit losses~~AECL for the ~~nine-month~~three-month periods ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

TABLE ~~11—~~10—SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR CREDIT LOSSES


(in thousands)	September 30, 2019			September 30, 2018			March 31, 2020			March 31, 2019
Allowance for loan and lease losses at beginning of period	$	140,571		$	140,891		$	146,588		$	140,571
Transition adjustment for ASC 326							83,194			—
Allowance for loan and lease losses, as adjusted							229,782			140,571
Provision for loan and lease losses	32,190			26,678			66,431			12,612
Transfer of balance to OREO and other	(2,696		)	(5,709		)	—			(2,885		)
Charge-offs	(29,971		)	(34,740		)	(12,119		)	(8,918		)
Recoveries	6,141			9,830			2,591			1,586
Allowance for loan and lease losses at end of period	$	146,235		$	136,950		$	286,685		$	142,966

Reserve for unfunded commitments at beginning of period	14,830			13,208			16,637			14,830
Balance created in acquisition accounting	—			900
Transition adjustment for ASC 326							(875		)	—
Reserve for unfunded lending commitments, as adjusted							15,762			14,830
Provision for unfunded lending commitments	1,314			613			2,540			1,151
Reserve for unfunded lending commitments at end of period	16,144			14,721			18,302			15,981
Allowance for credit losses at end of period	$	162,379		$	151,671
Allowance for expected credit losses at end of period							$	304,987		$	158,947

The ~~allowance for credit losses~~AECL totaled ~~$162.4~~$305.0 million at ~~September 30, 2019~~March 31, 2020 compared to ~~$155.4~~$163.2 million at December 31, ~~2018.~~2019. The ~~allowance for credit losses~~AECL was ~~0.69%~~1.24% of total loans and leases at ~~both September 30, 2019~~March 31, 2020 and 0.68% at December 31, ~~2018.~~2019. The Company adopted ASC 326 on January 1, 2020 which resulted in an $82.3 million increase in the ~~allowance for~~AECL. Additionally, the AECL increased as a result of higher expected credit losses ~~was primarily the~~in future periods, including those as a result of ~~organic loan growth during~~ the ~~current period.~~COVID-19 pandemic.

Net charge-offs during the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 were ~~$23.8~~$9.5 million, ~~a decrease~~an increase of ~~$1.1~~$2.2 million from the comparable ~~2018~~2019 period. Net charge-offs were ~~0.14%~~0.16% of average loans and leases on an annualized basis for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~0.16%~~0.13% for the comparable ~~2018~~2019 period. The provision for loan and lease losses covered ~~135%~~697% and ~~107%~~172% of net charge-offs for the first ~~nine~~three months of ~~2019~~2020 and ~~2018,~~2019, respectively.

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the ALLL covered ~~93%~~161% and ~~101%~~103% of total non-performing loans and leases, respectively.

FUNDING SOURCES

Deposits ~~both those obtained from clients in its primary market areas and those acquired,~~ are the Company's principal source of funds for use in lending and other business purposes. The Company attracts local deposit accounts by offering a wide variety of products, competitive interest rates and convenient branch office locations and service hours, as well as ~~on-line~~online banking services at www.iberiabank.com and www.virtualbank.com. ~~Increasing~~The Company's continued focus on increasing core deposits ~~is a continuing focus of the Company and~~ has been accomplished through the development of client relationships and, in the past, through acquisitions. Short-term and long-term borrowings are also important funding sources for the Company. Other funding sources include subordinated debt and shareholders’ equity. Refer to the ~~“Liquidity~~Liquidity and Other Off-Balance Sheet ~~Activities”~~Activities section ~~below~~of this MD&A for further discussion of the Company’s sources and uses of funding. The following discussion highlights the major changes in the mix of deposits and other funding sources during the first ~~nine~~three months of ~~2019.~~2020.

Deposits

Total deposits increased ~~$1.2 billion,~~$306.9 million, or 5%1%, to ~~$25.0~~$25.5 billion at ~~September 30, 2019,~~March 31, 2020, from ~~$23.8~~$25.2 billion at December 31, 2018, primarily driven by a $559.1 million increase in brokered and reciprocal deposits and a $302.2 million increase in jumbo time deposits. Deposit growth during the year thus far was strongest in the Miami-Dade and Southwest Louisiana markets.

~~The~~2019.The following table sets forth the composition of the Company’s deposits as of the dates indicated.

TABLE ~~12—~~11—DEPOSIT COMPOSITION BY PRODUCT


	September 30, 2019				December 31, 2018								March 31, 2020				December 31, 2019
(in thousands)	Ending Balance		Mix		Ending Balance		Mix		$ Change		% Change		Ending Balance		Mix		Ending Balance		Mix		$ Change		% Change
Non-interest-bearing deposits	$	6,518,783	26	%	$	6,542,490	28	%	(23,707	)	NM		$	6,628,901	26	%	$	6,319,806	25	%	309,095		5
NOW accounts	4,503,353		18		4,514,113		19		(10,760	)	NM
Interest-bearing demand deposits													5,046,434		20		4,821,252		19		225,182		5
Money market accounts	8,654,605		35		8,237,291		35		417,314		5		9,305,923		36		9,121,283		36		184,640		2
Savings accounts	671,156		3		828,914		3		(157,758	)	(19	)	703,862		3		683,366		3		20,496		3
Time deposits	4,629,388		18		3,640,623		15		988,765		27		3,841,117		15		4,273,642		17		(432,525	)	(10	)
Total deposits	$	24,977,285	100	%	$	23,763,431	100	%	1,213,854		5		$	25,526,237	100	%	$	25,219,349	100	%	306,888		1

NM - not meaningful

Short-term Borrowings

The Company may obtain advances from the FHLB of Dallas based upon its ownership of FHLB stock and certain pledges of its real estate loans and investment securities, provided certain standards related to the Company’s creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. The level of short-term borrowings can fluctuate significantly on a daily basis depending on funding needs and the source of funds chosen to satisfy those needs.

The Company also enters into repurchase agreements to facilitate customer transactions that are accounted for as secured borrowings. These transactions typically involve the receipt of deposits from customers that the Company collateralizes with its investment ~~portfolio and~~portfolio. Repurchase agreements had an average rate of ~~42.4~~44.7 basis points as of ~~September 30, 2019.~~March 31, 2020.

Total short-term borrowings ~~decreased $984.8~~increased $186.5 million, or ~~66%~~91%, from December 31, ~~2018,~~2019, to ~~$498.0~~$390.7 million at ~~September 30, 2019,~~March 31, 2020, primarily due to ~~net advance repayments on~~additional short-term FHLB ~~advances.~~advances made in the first quarter of 2020. On a period-end basis, short-term borrowings were 2%1% of total liabilities and ~~26%~~23% of total borrowings at ~~September 30, 2019~~March 31, 2020 compared to 6%1% and ~~56%~~13%, respectively, at December 31, ~~2018.~~2019.

On a quarter-to-date average basis, short-term borrowings decreased ~~$402.1~~$924.6 million, or ~~34%~~80%, ~~from~~compared to the ~~third~~first quarter of ~~2018~~2019 and were 3%1% of total liabilities and ~~37%~~14% of total borrowings in the ~~third~~first quarter of ~~2019,~~2020, compared to 5%4% and ~~46%~~44%, respectively, during the same period of ~~2018.~~2019.

Long-term Debt

Long-term debt ~~increased $228.1~~decreased $55.5 million, or ~~20%~~4%, from December 31, ~~2018,~~2019, to ~~$1.4~~$1.3 billion at ~~September 30, 2019,~~March 31, 2020, primarily due to ~~additional~~advance repayments on long-term FHLB ~~advances made in 2019.~~advances. On a period-end basis, long-term debt was 5% ~~and 4%~~ of total liabilities at ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively.

On a quarter-to-date average basis, long-term debt decreased to ~~$1.4~~$1.3 billion in the ~~third~~first quarter of ~~2019, $20.5~~2020, $121.9 million, or 1%8%, lower than the ~~third~~first quarter of ~~2018, mainly due to lower levels~~2019, and were 5% of ~~long-term FHLB advances held by the Company~~total liabilities in the ~~third~~first quarter of 2020 and 2019.

Long-term debt at ~~September 30, 2019~~March 31, 2020 included ~~$1.2~~$1.1 billion in fixed-rate advances from the FHLB of Dallas that cannot be prepaid without incurring substantial penalties. The remaining debt consisted of $120.1 million of the Company’s junior subordinated debt and $35.0 million in notes payable on investments in new market tax credit entities.

CAPITAL RESOURCES

Shareholders' Equity

Shareholders' equity increased ~~$227.0~~$10.4 million ~~or 6%,~~ during the first ~~nine~~three months of ~~2019.~~2020. The increase in shareholders' equity during the period was driven by undistributed income of $223.7 million. In addition, the Company issued and sold Non-Cumulative Perpetual Preferred Stock, Series D, for $96.4 million in net proceeds. See Note 9, Shareholders' Equity, Capital Ratios, and Other Regulatory Matters,attributable to ~~the unaudited consolidated financial statements for more information. Shareholders' equity also increased during the period from~~ an increase in accumulated other comprehensive income of ~~$96.7~~$66.4 million, primarily resulting from unrealized gains on the Company's available-for-sale securities ~~portfolio.~~

portfolio, and undistributed income of $8.1 million. These increases in shareholders' equity were partially offset by ~~common stock repurchases. During the first nine months of 2019, the Company repurchased 2,700,000 common shares for $204.7~~a $67.6 million at a weighted average cost of $75.83 per share. At September 30, 2019, the remaining common shares that could be repurchased under the current Board-approved plan was 1,165,000 shares. Refer to Note 9, Shareholders' Equity, Capital Ratios, and Other Regulatory Matters,transition adjustment related to the ~~unaudited consolidated financial statements for further detail on~~adoption of the ~~Company's common stock repurchase plan.~~CECL methodology.

The Company's quarterly dividend to common shareholders was ~~$0.45~~$0.47 per common share in the ~~third~~first quarter of 2020 compared to $0.43 in the first quarter of 2019, compared to $0.39 in the third quarter of 2018. For the nine months ended September 30, 2019, the Company's dividend of $1.31 per common share was an increase of $0.16 compared to $1.15 for the comparable nine-month period of 2018, which equated to a 9% increase. The dividend payout ratio ~~of 23.8%~~was 75.3% for the ~~current year, down from 27.7%~~first quarter of 2020 compared to 24.3% in ~~2018.~~2019. The increase was the result of both a higher dividend paid and lower income available to common shareholders.

Regulatory Capital

Federal regulations impose minimum regulatory capital requirements on all institutions with deposits insured by the FDIC. The FRB imposes similar capital regulations on bank holding companies. Compliance with bank and bank holding company regulatory capital requirements, which include leverage and risk-based capital guidelines, are monitored by the Company on an ongoing basis. Under the risk-based capital method, a risk weight is assigned to balance sheet and off-balance sheet items based on regulatory guidelines.

At ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company exceeded all required regulatory capital ratios, and the regulatory capital ratios of IBERIABANK were in excess of the levels established for “well-capitalized” institutions, as shown in the following table.

TABLE ~~13—~~12—REGULATORY CAPITAL RATIOS


Ratio	Entity	Well- Capitalized Minimums		September 30, 2019		December 31, 2018		Entity	Well- Capitalized Minimums		March 31, 2020		December 31, 2019
Ratio	Entity	Well- Capitalized Minimums		Actual		Actual		Entity	Well- Capitalized Minimums		Actual		Actual
Tier 1 Leverage	IBERIABANK Corporation	N/A		9.78	%	9.63	%	IBERIABANK Corporation	N/A		9.93	%	9.90	%
	IBERIABANK	5.00	%	9.49		9.38		IBERIABANK	5.00	%	9.82		9.69
Common Equity Tier 1 (CET1)	IBERIABANK Corporation	N/A		10.41		10.72		IBERIABANK Corporation	N/A		10.44		10.52
	IBERIABANK	6.50	%	10.95		10.95		IBERIABANK	6.50	%	11.16		11.14
Tier 1 Risk-Based Capital	IBERIABANK Corporation	N/A		11.28		11.25		IBERIABANK Corporation	N/A		11.28		11.38
	IBERIABANK	8.00	%	10.95		10.95		IBERIABANK	8.00	%	11.16		11.14
Total Risk-Based Capital	IBERIABANK Corporation	N/A		12.34		12.33		IBERIABANK Corporation	N/A		12.48		12.43
	IBERIABANK	10.00	%	11.57		11.58		IBERIABANK	10.00	%	11.94		11.76

LIQUIDITY AND OTHER OFF-BALANCE SHEET ACTIVITIES

Liquidity refers to the Company’s ability to generate sufficient cash flows to support its operations and to meet its obligations, including the withdrawal of deposits by customers, commitments to originate loans, and its ability to repay its borrowings and other liabilities. Liquidity risk is the risk to earnings or capital resulting from the Company’s inability to fulfill its obligations as they become due. Liquidity risk also develops from the Company’s failure to timely recognize or address changes in market conditions that affect the ability to liquidate assets in a timely manner or to obtain adequate funding to continue to operate on a profitable basis.

The primary sources of funds for the Company are deposits and borrowings. Other sources of funds include repayments and maturities of loans and investment securities, securities sold under agreements to repurchase, and, to a lesser extent, off-balance sheet borrowing availability. Time deposits scheduled to mature in one year or less at ~~September 30, 2019~~March 31, 2020 totaled ~~$4.2~~$3.4 billion. Based on past experience, management believes that a significant portion of maturing deposits will remain with the Company. Additionally, the majority of the investment securities portfolio is classified as available for sale, which provides the ability to liquidate unencumbered securities as needed. Of the ~~$4.4~~$4.1 billion in the investment securities portfolio, ~~$2.3~~$1.7 billion is unencumbered and ~~$2.1~~$2.4 billion has been pledged to support repurchase transactions, public funds deposits and certain long-term borrowings. Due to the relatively short implied duration of the investment securities portfolio, the Company has historically experienced consistent cash inflows on a regular basis. Securities cash flows are highly dependent on prepayment speeds and could change materially as economic or market conditions change.

Scheduled cash flows from the amortization and maturities of loans and securities are relatively predictable sources of funds. Conversely, deposit flows, prepayments of loans and securities, and draws on customer letters and lines of credit are greatly influenced by general interest rates, economic conditions, competition, and customer demand. The FHLB of Dallas provides an additional source of liquidity to make funds available for general requirements and also to assist with the variability of less predictable funding sources. At ~~September 30, 2019,~~March 31, 2020, the Company had ~~$1.5~~$1.3 billion in outstanding FHLB advances, ~~$275.0~~$218.0 million of which was short-term and ~~$1.2~~$1.1 billion that was long-term. Additional FHLB borrowing capacity available at ~~September 30, 2019~~March 31, 2020 amounted to ~~$8.4~~$8.0 billion. At ~~September 30, 2019,~~March 31, 2020, the Company also had various funding arrangements with the Federal Reserve discount window and commercial banks providing up to ~~$334.0~~$606.0 million in the form of federal funds and other lines of credit. At ~~September 30, 2019,~~March 31, 2020, there were no balances outstanding on these lines and all of the funding was available to the Company.

Liquidity management is both a daily and long-term function of business management. The Company manages its liquidity with the objective of maintaining sufficient funds to respond to the predicted needs of depositors and borrowers and to take advantage of investments in earning assets and other earnings enhancement opportunities. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer-term basis, the Company maintains a strategy of investing in various lending and investment security products. The Company uses its sources of funds primarily to fund loan commitments and meet its ongoing commitments associated with its operations. ~~Based on its available cash at September 30, 2019 and current deposit modeling, the Company believes it has adequate liquidity to fund ongoing operations.~~ The Company has adequate availability of funds from deposits, borrowings, repayments and maturities of loans and investment securities to provide the Company additional working capital if needed. Additionally, on March 15, 2020, in response to the COVID-19 pandemic, the Federal Reserve Board reduced reserve requirements for insured depository institutions to zero percent, which further increased the Company's available liquidity. Based on its available cash at March 31, 2020 and current deposit modeling, the Company believes it has adequate liquidity to fund ongoing operations as it enters a period of uncertain economic conditions related to COVID-19. The Company will continue to closely monitor liquidity as economic conditions change.

In the normal course of business, the Company is a party to a number of activities that contain credit, market and operational risk that are not reflected in whole or in part in the Company’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments. The Company provides customers with off-balance sheet credit support through loan commitments, lines of credit, and standby letters of credit. Many of the commitments are expected to expire unused or be only partially used; therefore, the total amount of commitments does not necessarily represent future cash requirements. Based on its available liquidity and available borrowing capacity, the Company anticipates it will continue to have sufficient funds to meet its current commitments.

ASSET/LIABILITY MANAGEMENT, MARKET RISK AND COUNTERPARTY CREDIT RISK

The principal objective of the Company’s asset and liability management function is to evaluate the Company's interest rate risk included in certain balance sheet accounts, determine the appropriate level of risk given the Company’s business focus, operating environment, capital and liquidity requirements, and performance objectives, establish prudent asset concentration guidelines and manage the risk consistent with ~~Board approved~~Board-approved guidelines. Through such management, the Company seeks to reduce the vulnerability of its operations to changes in interest rates. The Company’s actions in this regard are taken under the guidance of the Asset and Liability Committee. The Asset and Liability Committee reviews, among other things, the sensitivity of the Company’s assets and liabilities to interest rate changes, local and national market conditions, and interest rates. ~~In connection therewith,~~As part of this review, the Asset and Liability Committee generally reviews the Company’s liquidity, cash flow needs, composition of investments, deposits, borrowings, and capital position.

The objective of interest rate risk management is to control the effects that interest rate fluctuations have on net interest income and on the net present value of the Company’s earning assets and interest-bearing liabilities. Management and the Board are responsible for managing interest rate risk and employing risk management policies that monitor and limit this exposure. Interest rate risk is measured using net interest income simulation and asset/liability net present value sensitivity analyses. The Company uses financial modeling to measure the impact of changes in interest rates on the net interest margin and to predict market risk. Estimates are based upon numerous assumptions including the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. These analyses provide a range of potential impacts on net interest income and portfolio equity caused by interest rate movements.

Included in the modeling are instantaneous parallel rate shift scenarios, which are utilized to establish exposure limits. These scenarios are known as “rate shocks” because all rates are modeled to change instantaneously by the indicated shock amount, rather than a gradual rate shift over a period of time.

The Company’s interest rate risk model indicates that the Company is asset sensitive in terms of interest rate sensitivity. Based on the Company’s interest rate risk model at ~~September 30, 2019,~~March 31, 2020, the table below illustrates the impact of an immediate and sustained 100 and 200 basis ~~points parallel~~point increase or decrease in interest rates on net interest income over the next twelve months.

TABLE ~~14—~~13—INTEREST RATE SENSITIVITY


Shift in Interest Rates (in bps)	% Change in Projected Net Interest Income	% Change in Projected Net Interest Income
+200	+3.8%	4.9%
+100	+2.3%	3.8%
-100	-6.1%	-6.3%
-200	-12.6%	-3.2%

The influence of using the forward curve as of ~~September 30, 2019~~March 31, 2020 as a basis for projecting the interest rate environment would approximate a ~~0.6%~~4.8% decrease in net interest income over the next 12 months. The computations of interest rate risk shown above are performed on a static balance sheet and do not necessarily include certain actions that management may undertake to manage this risk in response to unanticipated changes in interest rates and other factors ~~to include~~including shifts in deposit behavior.

The short-term interest rate environment is primarily a function of the monetary policy of the FRB. The principal tools of the FRB for implementing monetary policy are open market operations, or the purchases and sales of U.S. Treasury and Federal agency securities, as well as the establishment of a short-term target rate. The FRB’s objective for open market operations has varied over the years, but the focus has gradually shifted toward attaining a specified level of the ~~Federal~~federal funds rate to achieve the long-run goals of price stability and sustainable economic growth. The ~~Federal~~federal funds rate is the basis for overnight funding and drives the short end of the yield curve. Longer maturities are influenced by the market’s expectations for economic growth and inflation, but can also be influenced by FRB purchases and sales and expectations of monetary policy going forward.

The FOMC of the FRB, in an attempt to stimulate the overall economy, has, among other things, kept interest rates low through its targeted federal funds rate. ~~While~~In March 2020, in response to the COVID-19 pandemic, its effect on economic activity in the near term and the risk it poses to the economic outlook, the FOMC ~~continues to observe sustained economic activity, strong labor market conditions, and stable inflation, it has signaled a pause in its recent efforts to increase~~lowered the target range for the federal funds rate ~~and made recent cuts~~ ~~of 25~~150 basis points ~~each in July~~to 0.00% to 0.25%. The FOMC expects to maintain this target range until it is confident that the economy has weathered recent events and ~~September~~is on track to achieve its maximum employment and price stability goals. Maintaining the current level of ~~2019. Additionally,~~ ~~recent FOMC rhetoric has pointed to continuing to lower the federal funds rate given low inflation measures and overall global economic headwinds. Decreases in~~ the federal funds rate could cause overall interest rates to fall, which may negatively impact financial performance from greater borrower refinancing incentives. Increases in the federal funds rate and the unwinding of its balance sheet could cause overall interest rates to rise, which may negatively impact the U.S. real estate markets and affect deposit growth and pricing. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of collateral securing loans, which could negatively affect our financial performance.

The Company’s commercial loan portfolio is also impacted by fluctuations in the level of one-month LIBOR, as a large portion of this portfolio reprices based on this index, and to a lesser extent Prime. Net interest income may be reduced if more interest-earning assets than interest-bearing liabilities reprice or mature during a period when interest rates are declining, or if more interest-bearing liabilities than interest-earning assets reprice or mature during a period when interest rates are rising.

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The ARRC has proposed that SOFR is the rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. ARRC has proposed a paced market transition plan to SOFR from LIBOR and organizations are currently working on industry-wide and company-specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. ~~The~~We are not currently able to predict the impact that the transition from LIBOR will have on the Company ~~has material contracts that~~though we are ~~indexed to LIBOR and is~~ monitoring this activity and evaluating ~~the~~ related risks. Efforts the Company has initiated include (1) developing an inventory of affected loans, securities and other instruments, (2) evaluating and drafting modifications as needed to address loans outstanding at the time of LIBOR retirement and (3) assessing revisions to product pricing structures based on alternative reference rates.

The table below presents the Company’s anticipated repricing of loans and investment securities over the next four quarters.

TABLE ~~15—~~14—REPRICING OF CERTAIN EARNING ASSETS ⁽¹⁾


(in thousands)	4Q 2019		1Q 2020		2Q 2020		3Q 2020		Total less than one year		2Q 2020		3Q 2020		4Q 2020		1Q 2021		Total less than one year
Investment securities	$	490,876	$	315,018	$	316,487	$	309,927	$	1,432,308	$	536,908	$	317,277	$	303,271	$	241,952	$	1,399,408
Fixed rate loans	737,365		699,072		675,137		624,427		2,736,001		850,779		688,231		631,080		602,788		2,772,878
Variable rate loans	11,275,883		422,065		369,346		339,291		12,406,585		12,022,412		463,435		390,681		342,923		13,219,451
Total fixed and variable rate loans	12,013,248		1,121,137		1,044,483		963,718		15,142,586
	$	12,504,124	$	1,436,155	$	1,360,970	$	1,273,645	$	16,574,894
Total											$	13,410,099	$	1,468,943	$	1,325,032	$	1,187,663	$	17,391,737

⁽¹⁾Amounts include expected maturities, scheduled paydowns, expected prepayments, and loans subject to caps and floors and exclude the repricing of assets from prior periods, as well as non-accrual loans and market value adjustments.

As part of its asset/liability management strategy, the Company has generally seen greater levels of loan originations with adjustable or variable rates of interest in commercial and consumer loan products, which typically have shorter terms than residential mortgage loans. The majority of fixed-rate, long-term, agency-conforming residential loans are sold in the secondary market to avoid bearing the interest rate risk associated with longer duration assets in the current rate environment. However, the Sabadell and Gibraltar acquisitions brought a considerable amount of jumbo, non-agency-conforming residential mortgage loan exposure onto the balance sheet, both fixed rate and variable rate in nature, which has increased the overall duration of the portfolio. ~~Considering all~~As of ~~this, as of September 30, 2019, $14.4~~March 31, 2020, $15.3 billion, or ~~61%~~62%, of the Company’s total loan portfolio had variable interest rates, of which ~~$2.8~~$3.0 billion, or ~~19%~~20%, had an expected repricing date beyond the next four quarters. The Company had no significant concentration to any single borrower or industry segment at ~~September 30, 2019.~~March 31, 2020.

The Company’s strategy with respect to liabilities in recent periods has been to emphasize transaction accounts, particularly non-interest or low interest-bearing transaction accounts, which are significantly less sensitive to changes in interest rates. At ~~September 30, 2019, 81%~~March 31, 2020, 85% of the Company’s deposits were in transaction and limited-transaction accounts, compared to ~~85%~~83% at December 31, ~~2018.~~2019. Non-interest-bearing transaction accounts were 26% of total deposits at ~~September 30, 2019~~March 31, 2020, compared to ~~28%~~25% of total deposits at December 31, ~~2018.~~2019.

The behavior of non-interest-bearing deposits and other types of demand deposits is one of the most important assumptions used in determining the interest rate and liquidity risk positions. A loss of these deposits in the future would reduce the asset sensitivity of the Company’s balance sheet as interest-bearing funds would most likely be increased to offset the loss of this favorable funding source.

The table below presents the Company’s anticipated repricing of liabilities over the next four quarters.

TABLE ~~16—~~15—REPRICING OF LIABILITIES ⁽¹⁾


(in thousands)	4Q 2019		1Q 2020		2Q 2020		3Q 2020		Total less than one year		2Q 2020		3Q 2020		4Q 2020		1Q 2021		Total less than one year
Time deposits	$	1,004,626	$	1,307,516	$	1,136,649	$	713,883	$	4,162,674	$	1,413,567	$	1,018,747	$	544,535	$	441,557	$	3,418,406
Short-term borrowings	498,049		—		—		—		498,049		390,747		—		—		—		390,747
Long-term debt	420,747		55,643		120,415		150,376		747,181		240,645		150,430		256,784		50,335		698,194
	$	1,923,422	$	1,363,159	$	1,257,064	$	864,259	$	5,407,904
Total											$	2,044,959	$	1,169,177	$	801,319	$	491,892	$	4,507,347

⁽¹⁾ Amounts exclude the repricing of liabilities from prior periods.

As part of an overall interest rate risk management strategy, derivative instruments may also be used as an efficient way to modify the repricing or maturity characteristics of on-balance sheet assets and liabilities. Management may from time to time engage in such derivative instruments to effectively manage interest rate risk. These derivative instruments of the Company would modify net interest sensitivity to levels deemed appropriate.

IMPACT OF INFLATION OR DEFLATION AND CHANGING PRICES

The unaudited consolidated financial statements and related financial data presented herein have been prepared in accordance with GAAP, which generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, the majority of the Company’s assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on the Company’s performance than does the effect of inflation. Although fluctuations in interest rates are neither completely predictable nor controllable, the Company regularly monitors its interest rate position and oversees its financial risk management by establishing policies and operating limits. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, since such prices are affected by inflation to a larger extent than interest rates. Although not as critical to the banking industry as to other industries, inflationary factors may have some impact on the Company’s growth, earnings, total assets and capital levels. Management does not expect inflation to be a significant factor in ~~2019.~~2020.

Conversely, a period of deflation could affect our business, as well as all financial institutions and other industries. Deflation could lead to lower profits, higher unemployment, lower production and deterioration in overall economic conditions. In addition, deflation could depress economic activity, including loan demand and the ability of borrowers to repay loans, and consequently impair earnings through increasing the value of debt while decreasing the value of collateral for loans.

Management believes the most significant potential impact of deflation on financial results relates to the Company's ability to maintain a sufficient amount of capital to cushion against future losses. However, the Company could employ certain risk management tools to maintain its balance sheet strength in the event a deflationary scenario were to develop.

Non-GAAP Measures

This discussion and analysis contains financial information determined by methods other than in accordance with GAAP. The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance. Non-GAAP measures include, but are not limited to, descriptions such as core, tangible, and pre-tax pre-provision. These measures typically adjust GAAP performance measures to exclude the effects of the amortization of intangibles and include the tax benefit associated with revenue items that are tax-exempt, as well as adjust income available to common shareholders for certain significant activities or transactions that, in management’s opinion, can distort period-to-period comparisons of the Company’s performance. Transactions that are typically excluded from non-GAAP performance measures include realized and unrealized gains/losses on former bank owned real estate, realized gains/losses on securities, income tax gains/losses, ~~merger related~~merger-related charges and recoveries, litigation charges and recoveries, and debt repayment penalties. Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of GAAP to non-GAAP disclosures are presented in Table ~~17, with the exception of forward-looking information.~~16. The Company is unable to estimate GAAP EPS guidance without unreasonable efforts due to the nature of one-time or unusual items that cannot be predicted, and therefore has not provided this information under Regulation S-K Item 10(e)(1)(i)(B).

TABLE ~~17—~~16—RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES


	Three Months Ended															Three Months Ended
	September 30, 2019						September 30, 2018									March 31, 2020								March 31, 2019
(in thousands, except per share amounts)	Pre-tax		After-tax		Per share ⁽²⁾		Pre-tax			After-tax			Per share ⁽²⁾			Pre-tax			After-tax			Per share ⁽²⁾		Pre-tax			After-tax			Per share ⁽²⁾
Net income	$	131,359	$	99,850	$	1.89	$	131,866		$	101,465		$	1.79		$	48,600		$	36,425		$	0.69	$	130,477		$	100,131		$	1.82
Less: Preferred stock dividends	—		3,599		0.07		—			3,599			0.06			—			3,598			0.07		—			3,598			0.07
Income available to common shareholders (GAAP)	$	131,359	$	96,251	$	1.82	$	131,866		$	97,866		$	1.73		$	48,600		$	32,827		$	0.62	$	130,477		$	96,533		$	1.75

Non-interest income adjustments ⁽¹⁾:
(Gain) loss on sale of investments	—		—		—		(1		)	(1		)	—

Non-interest expense adjustments ⁽¹⁾:
Merger-related expense	—		—		—		973			743			0.01			2,734			2,157			0.04		(334		)	(254		)	—
Hazard-related expense																281			213			—		—			—			—
Compensation-related expense	—		—		—		1,104			839			0.01			—			—			—		(9		)	(7		)	—
Impairment of long-lived assets, net of (gain) loss on sale	—		—		—		3,286			2,497			0.05			(4		)	(3		)	—		986			749			0.01
Gain on early termination of loss share agreements	—		—		—		(2,708		)	(2,058		)	(0.04		)
Other non-core non-interest expense	—		—		—		(1,955		)	(1,486		)	(0.02		)	—			—			—		(3,129		)	(2,378		)	(0.04		)
Total non-interest expense adjustments	—		—		—		700			535			0.01			3,011			2,367			0.04		(2,486		)	(1,890		)	(0.03		)
Income tax expense (benefit) - other																—			241			0.01		—			—			—
Core earnings (Non-GAAP)	131,359		96,251		1.82		132,565			98,400			1.74			51,611			35,435			0.67		127,991			94,643			1.72
Provision for credit losses ⁽¹⁾	8,986		6,829				11,384			8,652
Provision for expected credit losses ⁽¹⁾																68,971			52,418					13,763			10,460
Pre-provision earnings, as adjusted (Non-GAAP)	$	140,345	$	103,080			$	143,949		$	107,052					$	120,582		$	87,853				$	141,754		$	105,103


⁽¹⁾	Excluding preferred stock dividends and merger-related expense, after-tax amounts are calculated using a tax rate of 24%, which approximates the marginal tax rate.


⁽²⁾	Diluted per share amounts may not appear to foot due to rounding.



	As of and For the Three Months Ended March 31,
(in thousands)	2020			2019
Net interest income (GAAP)	$	230,342		$	250,484
Taxable equivalent benefit	1,311			1,349
Net interest income (TE) (Non-GAAP) ⁽¹⁾	$	231,653		$	251,833

Non-interest income (GAAP)	$	64,656		$	52,509
Taxable equivalent benefit	484			478
Non-interest income (TE) (Non-GAAP) ⁽¹⁾	65,140			52,987
Taxable equivalent revenues (Non-GAAP) ⁽¹⁾	296,793			304,820
Securities (gains) losses and other non-core non-interest income	—			—
Core taxable equivalent revenues (Non-GAAP) ⁽¹⁾	$	296,793		$	304,820

Total non-interest expense (GAAP)	$	177,427		$	158,753
Less: Intangible amortization expense	4,187			5,009
Tangible non-interest expense (Non-GAAP)⁽²⁾	173,240			153,744
Less: Merger-related expense	2,734			(334		)
Hazard-related expense	281			—
Compensation-related expense	—			(9		)
Impairment of long-lived assets, net of (gain) loss on sale	(4		)	986
Other non-core non-interest expense	—			(3,129		)
Core tangible non-interest expense (Non-GAAP)⁽²⁾	$	170,229		$	156,230

Average assets (GAAP)	$	31,986,139		$	30,833,500
Less: Average intangible assets, net	1,295,180			1,313,368
Total average tangible assets (Non-GAAP) ⁽²⁾	$	30,690,959		$	29,520,132

Total shareholders’ equity (GAAP)	$	4,347,107		$	4,141,831
Less: Goodwill and other intangibles	1,292,910			1,310,458
Preferred stock	228,485			132,097
Tangible common equity (Non-GAAP) ⁽²⁾	$	2,825,712		$	2,699,276

Average shareholders’ equity (GAAP)	$	4,339,033		$	4,105,503
Less: Average preferred equity	228,485			132,097
Average common equity	4,110,548			3,973,406
Less: Average intangible assets, net	1,295,180			1,313,368
Average tangible common shareholders’ equity (Non-GAAP) ⁽²⁾	$	2,815,368		$	2,660,038

Return on average assets (GAAP)	0.46		%	1.32		%
Effect of non-core revenues and expenses	0.03			(0.03		)
Core return on average assets (Non-GAAP)	0.49		%	1.29		%

Return on average common equity (GAAP)	3.21		%	9.85		%
Effect of non-core revenues and expenses	0.26			(0.19		)
Core return on average common equity (Non-GAAP)	3.47		%	9.66		%
Effect of intangibles ⁽²⁾	2.06			5.37
Core return on average tangible common equity (Non-GAAP) ⁽²⁾	5.53		%	15.03		%

Efficiency ratio (GAAP)	60.1		%	52.4		%
Effect of tax benefit related to tax-exempt income	(0.3		)	(0.3		)
Efficiency ratio (TE) (Non-GAAP) ⁽¹⁾	59.8		%	52.1		%
Effect of amortization of intangibles	(1.3		)	(1.6		)

Nine Months Ended
September 30, 2019 September 30, 2018
(in thousands, except per share amounts) Pre-tax After-tax
Per share ⁽²⁾
Pre-tax After-tax
Per share ⁽²⁾
Net income $ 395,627
$ 301,579
$ 5.58
$ 318,620
$ 240,210
$ 4.29
Less: Preferred stock dividends —
8,146
0.15
—
8,146
0.15
Income available to common shareholders (GAAP) $ 395,627
$ 293,433
$ 5.43
$ 318,620
$ 232,064
$ 4.14

Non-interest income adjustments ⁽¹⁾:

Loss (gain) on sale of investments 1,012
769
0.01
55
41
—

Non-interest expense adjustments ⁽¹⁾:

Merger-related expense (344 ) (261 ) —
31,533
24,272
0.44
Compensation-related expense (9 ) (7 ) —
4,106
3,121
0.06
Impairment of long-lived assets, net of (gain) loss on sale 964
732
0.01
10,773
8,187
0.15
Gain on early termination of loss share agreements —
—
—
(2,708 ) (2,058 ) (0.04 )
Other non-core non-interest expense (3,022 ) (2,297 ) (0.04 ) (2,733 ) (2,078 ) (0.04 )
Total non-interest expense adjustments (2,411 ) (1,833 ) (0.03 ) 40,971
31,444
0.57
Income tax expense - impact of TCJA —
—
—
—
6,572
0.12
Income tax expense - other —
—
—
—
173
—
Core earnings (Non-GAAP) 394,228
292,369
5.41
359,646
270,294
4.83
Provision for loan losses 33,504
25,463
27,290
20,740

Pre-provision earnings, as adjusted (Non-GAAP) $ 427,732
$ 317,832
$ 386,936
$ 291,034


⁽¹⁾	~~Excluding preferred stock dividends and merger-related expense, after-tax amounts are calculated using a tax rate of 24%, which approximates the marginal tax rate.~~


⁽²⁾	~~Diluted per share amounts may not appear to foot due to rounding.~~

As of and For the Three Months Ended September 30,
(in thousands) 2019 2018
Net interest income (GAAP) $ 249,333
$ 259,225
Taxable equivalent benefit 1,320
1,461
Net interest income (TE) (Non-GAAP) ⁽¹⁾
$ 250,653
$ 260,686

Non-interest income (GAAP) $ 63,674
$ 53,087
Taxable equivalent benefit 468
463
Non-interest income (TE) (Non-GAAP) ⁽¹⁾
64,142
53,550
Taxable equivalent revenues (Non-GAAP) ⁽¹⁾
314,795
314,236
Securities (gains) losses and other non-interest income —
(1 )
Core taxable equivalent revenues (Non-GAAP) ⁽¹⁾
$ 314,795
$ 314,235

Total non-interest expense (GAAP) $ 172,662
$ 169,062
Less: Intangible amortization expense 4,410
5,382
Tangible non-interest expense (Non-GAAP)⁽²⁾
168,252
163,680
Less: Merger-related expense —
973
         Compensation-related expense —
1,104
         Impairment of long-lived assets, net of (gain) loss on sale —
3,286
        Gain on early termination of loss share agreements —
(2,708 )
         Other non-core non-interest expense —
(1,955 )
Core tangible non-interest expense (Non-GAAP)⁽²⁾
$ 168,252
$ 162,980

Average assets (GAAP) $ 31,554,291
$ 30,046,231
Less: Average intangible assets, net 1,303,636
1,309,962
Total average tangible assets (Non-GAAP) ⁽²⁾
$ 30,250,655
$ 28,736,269

Total shareholders’ equity (GAAP) $ 4,283,300
$ 3,942,361
Less: Goodwill and other intangibles 1,301,348
1,305,915
Preferred stock 228,485
132,097
Tangible common equity (Non-GAAP) ⁽²⁾
$ 2,753,467
$ 2,504,349

Average shareholders’ equity (GAAP) $ 4,265,571
$ 3,935,082
Less: Average preferred equity 228,485
132,097
Average common equity 4,037,086
3,802,985
Less: Average intangible assets, net 1,303,636
1,309,962
Average tangible common shareholders’ equity (Non-GAAP) ⁽²⁾
$ 2,733,450
$ 2,493,023

Return on average assets (GAAP) 1.26 % 1.34 %
Effect of non-core revenues and expenses —
0.01
Core return on average assets (Non-GAAP) 1.26 % 1.35 %

Return on average common equity (GAAP) 9.46 % 10.21 %
Effect of non-core revenues and expenses —
0.06
Core return on average common equity (Non-GAAP) 9.46 % 10.27 %
Effect of intangibles ⁽²⁾
5.02
6.07
Core return on average tangible common equity (Non-GAAP) ⁽²⁾
14.48 % 16.34 %

Efficiency ratio (GAAP) 55.2 % 54.1 %
Effect of tax benefit related to tax-exempt income (0.3 ) (0.3 )
Efficiency ratio (TE) (Non-GAAP) ⁽¹⁾
54.9 % 53.8 %
Effect of amortization of intangibles (1.5 ) (1.7 )


Effect of non-core items	—			(0.2		)	(1.1		)	0.8
Core tangible efficiency ratio (TE) (Non-GAAP) ^{(1) (2)}	53.4		%	51.9		%	57.4		%	51.3		%

Total assets (GAAP)	$	31,734,598		$	30,118,387		$	32,239,983		$	31,260,189
Less: Goodwill and other intangibles	1,301,348			1,305,915			1,292,910			1,310,458
Tangible assets (Non-GAAP) ⁽²⁾	$	30,433,250		$	28,812,472		$	30,947,073		$	29,949,731
Tangible common equity ratio (Non-GAAP) ⁽²⁾	9.05		%	8.69		%	9.13		%	9.01		%

Cash Yield:
Earning assets average balance (GAAP)	$	28,959,764		$	27,722,479		$	29,339,010		$	28,281,941
Add: Adjustments	111,075			143,665			94,709			136,415
Earning assets average balance, as adjusted (Non-GAAP)	$	29,070,839		$	27,866,144		$	29,433,719		$	28,418,356

Net interest income (GAAP)	$	249,333		$	259,225		$	230,342		$	250,484
Add: Adjustments	(13,715		)	(17,566		)	(7,338		)	(10,881		)
Net interest income, as adjusted (Non-GAAP)	$	235,618		$	241,659		$	223,004		$	239,603

Yield, as reported	3.44		%	3.74		%	3.17		%	3.59		%
Add: Adjustments	(0.20		)	(0.27		)	(0.11		)	(0.17		)
Yield, as adjusted (Non-GAAP)	3.24		%	3.47		%	3.06		%	3.42		%

⁽¹⁾ Fully taxable-equivalent (TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a rate of 21%.

⁽²⁾ Tangible calculations eliminate the effect of goodwill and acquisition-related intangibles and the corresponding amortization expense on a tax-effected basis where applicable.

Glossary of Defined Terms



Term	Definition
~~2018~~2019 10-K	Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019
~~ACL~~AECL	Allowance for expected credit losses
Acquired loans	Loans acquired in a business combination
AFS	Securities available for sale
ALCO	Asset and Liability Committee
ALLL	Allowance for loan and lease losses
AOCI	Accumulated other comprehensive income (loss)
ARRC	Alternative Reference Rates Committee
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
CECL	Current expected credit loss
C&I	Commercial and Industrial loans
CEO	Chief Executive Officer
CET1	Common Equity Tier 1 Capital defined by Basel III capital rules
CFO	Chief Financial Officer
CRA	Community Reinvestment Act
Company	IBERIABANK Corporation and Subsidiaries
DOJ	Department of Justice
~~ECL~~	~~Expected credit losses~~
EPS	Earnings per common share
Exchange Act	Securities Exchange Act of 1934
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
FHA	Federal Housing Administration
FHLB	Federal Home Loan Bank
First Horizon	First Horizon National Corporation
FOMC	Federal Open Market Committee
FRB	Board of Governors of the Federal Reserve System
GAAP	Accounting principles generally accepted in the United States of America
Gibraltar	Gibraltar Private Bank & Trust Co.
GSE	Government-sponsored enterprises
HTM	Securities held-to-maturity
HUD	U.S. Department of Housing and Urban Development
IBERIABANK	Banking subsidiary of IBERIABANK Corporation
IBKC	IBERIABANK Corporation
MD&A	Management's Discussion and Analysis
Legacy loans	Loans that were originated directly or otherwise underwritten by the Company
LIBOR	London Interbank Borrowing Offered Rate
LTC	Lenders Title Company
LGD	Loss given default
NASDAQ	National Association of Securities Dealers, Inc. Automated Quotation Composite Index
Non-GAAP	Financial measures determined by methods other than in accordance with GAAP
OCI	Other comprehensive income
OREO	Other real estate owned
OTTI	Other than temporary impairment
Parent	IBERIABANK Corporation
PCD	Purchase credit deteriorated
PD	Probability of default
PPP	Paycheck Protection Program



ROU	Right-of-Use
RRP	Recognition and Retention Plan
Sabadell United	Sabadell United Bank, N.A.
SEC	Securities and Exchange Commission
~~SIFMA~~	~~Securities Industry and Financial Markets Association~~
SOFR	Secured Overnight Financing Rate
~~SolomonParks~~	~~SolomonParks Title & Escrow, LLC~~
TE	Fully taxable equivalent
TDR	Troubled debt restructuring
U.S.	United States of America
~~UST~~	~~United States Treasury~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk are presented at December 31, ~~2018~~2019 in Part II, Item 7A of the ~~2018~~2019 10-K, filed with the Securities and Exchange Commission on ~~February 22, 2019.~~March 2, 2020. Additional information at ~~September 30, 2019~~March 31, 2020 is included herein under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 4. Controls and Procedures

An evaluation of the effectiveness of the Company’s disclosure controls and procedures as of ~~September 30, 2019~~March 31, 2020 was carried out under the supervision, and with the participation of, the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”).

While the Company has incorporated certain new controls related to the final adoption of ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments into our existing internal control environment, there was no change in internal control over financial reporting that occurred during the quarter ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosures. Disclosure controls include review of internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. There was no significant change in the Company’s internal controls over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls’ cost relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

Part II. Other Information

Item 1. Legal Proceedings

See the "Legal Proceedings" section of ~~"Note 15 –~~Note 13, Commitments and ~~Contingencies"~~Contingencies of the Notes to the Unaudited Consolidated Financial Statements, incorporated herein by reference.

Item 1A. Risk Factors

For information regarding risk factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors disclosed in the "Risk Factors" section of the Company's ~~2018~~2019 10-K, filed with the Securities and Exchange Commission on ~~February 22, 2019.~~March 2, 2020.

The risk factors below relate to the COVID-19 pandemic and are in addition to the risk factors previously disclosed in the Company's 2019 10-K.

The recent global COVID-19 pandemic has coincided with periods of significant volatility in financial, commodities (including oil and gas) and other markets, has adversely affected the Company’s ability to conduct normal business, has adversely affected our customers, and is likely to harm the businesses and future results of operations of the Company.

In December 2019, a coronavirus (COVID-19) was reported in China, and has since spread to most countries in the world, including the United States. Starting in late February 2020, financial market volatility increased dramatically based on concerns that COVID-19, and the steps being undertaken in many countries to mitigate its spread, would significantly disrupt economic activity.

In March 2020, financial market volatility increased further, with several one-day stock market swings that caused significant market declines. Additionally, the following events occurred in March 2020: market pricing deteriorated in virtually all sectors and asset classes except U.S. Treasury securities; the World Health Organization declared COVID-19 to be a pandemic; the U.S. President declared the COVID-19 pandemic to be a national emergency, allowing several federal disaster programs to be accessed by states and cities; many states and cities in the U.S. declared health emergencies, lockdowns, travel restrictions, and quarantines, prohibiting gatherings of more than a small number of people and ordering or urging most businesses and workplaces to close or operate on a very restricted basis; the Federal Reserve lowered short-term interest rates twice and started a “quantitative easing” program intended to lower longer-term interest rates and foster access to credit; the effective yields of 10-year and 30-year U.S. Treasury securities achieved record low rates; and the U.S. Congress enacted relief legislation which, among other things, is intended to provide emergency credit to businesses at financial risk and to mitigate an economic recession which has not been officially measured or declared but is widely believed to have begun in March.

The economic effects of these and related actions and events in the U.S. have included: large numbers of partial or full business closures; large numbers of people being furloughed or laid off; large increases in unemployment; large numbers of workers being partially or wholly ordered to work from home; large numbers of businesses at risk of insolvency as revenues drop off precipitously, especially in businesses related to travel, hospitality, leisure, and physical personal services; large numbers of investors realizing substantial losses in their portfolios and retirement funds; and large numbers of consumers being unwilling to undertake significant discretionary spending. In addition, worldwide demand for oil has fallen sharply in conjunction with the pandemic, which has been coupled with an effort by certain oil-producing countries to increase supply, resulting in a sharp drop in oil prices and a sharp drop in the values of oil-related assets. Further, certain banking organizations globally have limited share buybacks and other capital actions.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the business of the Company for the remainder of 2020 or afterward. Our efforts to mitigate the adverse impacts of COVID-19 may not be effective, and in any case are likely to only be a partial mitigant. The full extent of impacts resulting from the COVID-19 pandemic and other events beyond our control will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity of the pandemic and further action, including governmental, regulatory, banking supervisory and other federal, state and local actions, taken to prevent, treat, or mitigate the spread of COVID-19, among others. Moreover, global markets for oil and gas have been, and may continue to be, severely impacted by events beyond our control. The current low commodity prices, especially if sustained, could have a negative impact on the economies of several states in which we conduct business, as well as our customers, businesses and assets in those states.

In addition, the COVID-19 pandemic could result in business disruption to the Company, and if unable to recover from such a business disruption on a timely basis, our business, financial condition, and results of operations would be adversely affected. The Company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect our financial condition and results of operations.

The COVID-19 pandemic may impact the Company's assessment of goodwill.

During the first quarter of 2020, the Company assessed goodwill in light of the COVID-19 pandemic and concluded that the fair value of each reporting unit was greater than its carrying value. Risks to future assessments of our goodwill are generally expected to increase if the pandemic continues for an extended period of time or a recovery in economic activity is delayed.

Changes in interest rates due to Federal Reserve actions and market forces, mentioned above, are likely to negatively impact the net interest margin (a measure of the average profit margin applicable to lending).

In addition, “spreads” (the difference between U.S. Treasury borrowing rates and private sector borrowing rates) have widened. For new loans, wider spreads should help mitigate net interest margin compression. However, the Company will not be able to capture the widened spreads quickly for outstanding floating-rate loans: for loans pre-dating the COVID-19 crisis, spreads are fixed by the loan contracts based on pre-COVID pricing.

Our customers have been, and will likely continue to be, adversely impacted by governmental and societal responses to COVID-19; those impacts are likely to create downward loan migration (a reduction in loan-grading) and a corresponding increase in credit loss expense, as well as adversely affect noninterest income.

In addition, loan charge-offs likely will increase over time, especially if economic disruption related to COVID-19 continues for more than a few months.

In the U.S., initial government responses to the COVID-19 pandemic were intended mainly to slow the spread of illness, regardless of the impact on economic activity. As governments relax restrictions in an effort re-invigorate the economy, it is not clear how well or how quickly the economy will recover.

Substantial uncertainty regarding COVID-19, and the resulting economic damage, likely will continue until a substantial percentage of the population no longer fears contracting it.

Although the Company did not incur significant energy-related charge-offs during the first quarter, future results will depend on the duration and severity of the depression in oil prices.

During the first quarter of 2020, oil prices collapsed due to the impact of the abrupt halt in economic activity and as the price war between OPEC and Russia contributed to a global oversupply of oil. In late March, oil prices hit an 18-year trading low at $20 per barrel. In April, OPEC, Russia and other countries reached an agreement to cut oil production. However, oil prices continued to decline throughout April. The Company will continue to manage risk by reducing and exiting energy relationships that no longer fit its credit profile and recording additional provision, as necessary.

Adverse energy-related economic factors affecting our markets in the southeastern U.S. could have a negative effect on our customers and their ability to make payments to us.

Unlike large organizations that are more geographically diversified, our offices are primarily concentrated in selected markets in the southeastern United States. As a result of this geographic concentration, our financial results depend largely upon economic conditions in these market areas.

Energy-related economic factors affect these geographies. Approximately 5% of our total loan portfolio at March 31, 2020 was comprised of loans to borrowers in the energy industry, primarily in Louisiana and Texas. The energy industry is historically cyclical and, as discussed above, is currently experiencing a significant decline in crude oil prices caused by an excess supply, coupled with slowing domestic and global economic growth and weakened domestic and global demand. A continued severe and prolonged depression in commodity prices would adversely affect the energy industry and the broader financial markets, and consequently negatively impact our business.

A downtown in segments of the commercial and residential real estate industries in our markets due to adverse economic factors affecting the energy industry could have an adverse effect on our borrowers and other customers. Deterioration in economic conditions in the markets we serve could result in one or more of the following:

•an increase in loan delinquencies;

•an increase in the allowance for credit losses;

•an increase in problem assets and foreclosures;

•a decrease in the demand for our products and services;

•a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage; and/or

•a decrease in supply of customer deposits, which could impact our liquidity.

As a participating lender in the SBA Paycheck Protection Program (“PPP”) and the Federal Reserve’s Main Street Lending Program (“MSLP”), the Company and the Bank are subject to additional risks of litigation from the Bank’s clients, the Federal Reserve or other parties regarding the Bank’s originating, processing, or servicing of loans under the PPP or the MSLP, risks that the SBA may not fund some or all PPP loan guaranties, and risks that the Federal Reserve may rescind its purchase of participation interests in MSLP loans.

On March 27, 2020, President Trump signed the CARES Act, which included a $349 billion loan program administered through the SBA referred to as the PPP and also provided authority for the Federal Reserve establishment of the MSLP.

Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. The Bank is participating as a lender in the PPP. The PPP opened on April 3, 2020; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP which exposes the Company to risks relating to noncompliance with the PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. Congress has approved additional funding for the PPP and President Trump signed the new legislation on April 24, 2020. Since the opening of the PPP, several larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. The Company and the Bank may be exposed to the risk of litigation, from both clients and non-clients that solicited the Bank for PPP loans, regarding its process and procedures used to process applications for the PPP. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation may be costly, regardless of outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

The Bank also may have credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which loans were originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan or the calculation of the maximum PPP loan to which a borrower is entitled, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Company.

Under the authority provided in the CARES Act, the Federal Reserve has established the MSLP to support lending to eligible small-and-medium sized businesses. Pursuant to the MSLP, eligible lending institutions are authorized to make loans to eligible borrowers and a special purpose vehicle established by the Federal Reserve Bank of Boston (the “Main Street SPV”) will purchase either a 95% or 85% participation interest in such loans, depending on the eligibility of the borrower and the type of loan. The Federal Reserve has issued guidance regarding the MSLP, but the program has not yet commenced.

It is possible that the Company or the Bank will be exposed to litigation from clients and non-clients that solicit the Bank for MSLP loans, regarding its process and procedures used to process applications for the MSLP. If any such litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. Any financial liability, litigation costs or reputational damage caused by MSLP-related litigation could have a material adverse impact on our business, financial condition and results of operations.

The Bank’s credit risk in connection with loans under the MSLP is generally limited, as the Bank’s retained risk from any such loan will be either 5% or 15%. However, the Bank also may have greater credit risk on MSLP loans if a determination is made by the Federal Reserve that there is a deficiency in the manner in which MSLP loans were originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive an MSLP loan or the servicing of an MSLP loan in which the Main Street SPV has purchased a participation interest. In the event of a loss resulting from a default on an MSLP loan and a determination by the Federal Reserve that there was a deficiency in the manner in which the MSLP loan was originated, funded, or serviced by the Bank, the Federal Reserve may attempt to rescind the purchase of a participation interest in the loan or file a claim against the Company or the Bank.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Information concerning IBERIABANK Corporation's repurchases of its outstanding common stock during the three-month period ended September 30, 2019, is included in the following table:~~

~~Issuer Purchases of Equity Securities~~Share Repurchases

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2019 ⁽¹⁾⁽²⁾
177,818
76.57
177,230
1,540,000
August 1-31, 2019 325,784
71.12
310,000
1,230,000
September 1-30, 2019 65,098
68.60
65,000
1,165,000
Total 568,700
⁽³⁾
72.53
552,230
1,165,000

⁽¹⁾ On July 12, 2019, the Company completed its then current share repurchase program, which commenced in November 2018, and under which the Company repurchased a total of 2,765,000 shares of its common stock at a weighted average price of $75.52 per share, including 117,230 shares purchased in the third quarter at a weighted average price of $75.75 per share.

⁽²⁾On July 17, 2019, the Board of Directors authorized ~~a new~~the repurchase ~~plan~~ of up to 1,600,000 shares of the Company's common stock. This repurchase authorization equated to approximately 3% of total common shares outstanding. Stock repurchases under this program will be made from time to time, on the open market or in privately negotiated transactions at the discretion of the management of the Company. The timing of these repurchases will depend on market conditions and other requirements. The Company currently anticipates the share repurchase program will extend over a two-year period, or earlier if the shares have been repurchased. During the third quarter of 2019, the Company repurchased 435,000 common shares under the current Board-approved plan at a weighted average price of $71.58 per common share. At ~~September 30, 2019,~~March 31, 2020, the Company had approximately 1,165,000 remaining shares that ~~may~~could be repurchased under the current Board-approved plan.

⁽³⁾ ~~Includes 16,470 shares~~ During the first quarter of ~~the Company's common stock acquired by~~2020, the Company ~~during~~did not repurchase any common shares. No further stock repurchases are expected due to the ~~three-month period in connection~~pending merger with ~~satisfaction of tax withholding obligations on vested restricted stock.~~First Horizon National Corporation.

Restrictions on Dividends and Repurchase of Stock

Holders of the Company's common stock are only entitled to receive dividends if, as and when the ~~Company's~~ Board of Directors may declare out of funds legally available for such payments.

IBERIABANK Corporation understands the importance of returning capital to shareholders. Management will continue to execute the capital planning process, including evaluation of the amount of the common stock dividend, with the Board of Directors and in conjunction with the regulators, subject to the Company's results of operations. Also, IBERIABANK Corporation is a bank holding company, and its ability to declare and pay dividends is dependent on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends.

Dividends will accrue and be payable on the Series D Preferred Stock, if declared by the Company's Board of Directors, and will be paid semi-annually on May 1 and November 1, in arrears, at an annual rate equal to (i) 6.100% for each period from the issuance date to May 1, 2024 and (ii) three-month LIBOR plus 3.859% for each period on or after August 1, 2024. The Company may redeem the Series D Preferred Stock at its option, subject to regulatory approval, as described in the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on April 4, 2019.

Holders of the common stock are subject to the ~~prior~~priority dividend rights of any holders of ~~the Company's~~ preferred stock then outstanding. There were 23,750 shares of preferred stock outstanding at ~~September 30, 2019.~~March 31, 2020. In addition, the terms of the Company’s outstanding junior subordinated debt securities prohibit it from declaring or paying any dividends or distributions on outstanding capital stock, or purchasing, acquiring, or making a liquidation payment on such stock, if the Company has elected to defer interest payments on such debt.

For additional information, see Note 9,8, Shareholders' Equity, Capital Ratios and Other Regulatory ~~Matters.~~Matters of the Notes to the Unaudited Consolidated Financial Statements, incorporated herein by reference.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit 3.1	Bylaws, as amended.

Exhibit No. 31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit No. 101.INS	XBRL Instance Document.

Exhibit No. 101.SCH	XBRL Taxonomy Extension Schema.

Exhibit No. 101.CAL	XBRL Taxonomy Extension Calculation Linkbase.

Exhibit No. 101.DEF	XBRL Taxonomy Extension Definition Linkbase.

Exhibit No. 101.LAB	XBRL Taxonomy Extension Label Linkbase.

Exhibit No. 101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

Exhibit No. 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	IBERIABANK Corporation

Date: ~~November~~May 8, ~~2019~~2020	By:	/s/ Daryl G. Byrd
	Daryl G. Byrd
	President and Chief Executive Officer

Date: ~~November~~May 8, ~~2019~~2020	By:	/s/ Anthony J. Restel
	Anthony J. Restel
	Vice Chairman and Chief Financial Officer

8788



Net Cash Provided by Financing Activities	268,116		345,233
Net Increase (Decrease) In Cash and Cash Equivalents	240,480		(149,789		)
Cash and Cash Equivalents at Beginning of Period	690,453		625,724
Cash and Cash Equivalents at End of Period	$	930,933	$	475,935


Supplemental Schedule of Non-cash Activities
Acquisition of real estate in settlement of loans	$	6,023	$	13,066
Common stock issued in acquisitions	$	—	$	214,659
Supplemental Disclosures
Cash paid for interest on deposits and borrowings, net of acquired	$	235,888	$	137,727
Cash paid for income taxes	$	57,287	$	34,968
Cash received from income tax refunds	$	178,288	$	364



	September 30, 2019
	Accruing
(in thousands)	Current or Less Than 30 days Past Due		30-59 days		60-89 days		> 90 days		Total Past Due		Non-accrual ⁽¹⁾		Acquired Impaired		Total
Real estate- construction	$	1,307,793	$	3,851	$	—	$	—	$	3,851	$	1,381	$	16,989	$	1,330,014
Real estate- owner-occupied	2,389,631		2,294		1,031		—		3,325		17,158		57,947		2,468,061
Real estate- non-owner-occupied	5,930,480		2,093		2,672		426		5,191		20,201		55,809		6,011,681
Commercial and industrial	6,417,203		3,614		1,769		2,696		8,079		43,494		21,349		6,490,125
Residential mortgage	4,502,109		1,252		13,463		1,668		16,383		50,439		80,814		4,649,745
Consumer - home equity	1,967,342		10,448		6,792		—		17,240		18,311		50,695		2,053,588
Consumer - other	663,561		2,839		2,500		—		5,339		2,129		2,294		673,323
Total	$	23,178,119	$	26,391	$	28,227	$	4,790	$	59,408	$	153,113	$	285,897	$	23,676,537



	2019
(in thousands)	Commercial Real Estate			Commercial and Industrial			Residential Mortgage			Consumer and Other			Total
Allowance for loan and lease losses at beginning of period	$	51,806		$	54,096		$	12,998		$	21,671		$	140,571
Provision for (Reversal of) loan and lease losses	9,205			15,819			(152		)	7,318			32,190
Transfer of balance to OREO and other	(309		)	236			(2,879		)	256			(2,696		)
Charge-offs	(2,179		)	(17,799		)	(219		)	(9,774		)	(29,971		)
Recoveries	474			3,163			169			2,335			6,141
Allowance for loan and lease losses at end of period	$	58,997		$	55,515		$	9,917		$	21,806		$	146,235

Reserve for unfunded commitments at beginning of period	$	4,869		$	6,198		$	866		$	2,897		$	14,830
Provision for (Reversal of) unfunded commitments	357			493			(216		)	680			1,314
Reserve for unfunded commitments at end of period	$	5,226		$	6,691		$	650		$	3,577		$	16,144
Allowance on loans individually evaluated for impairment	$	2,721		$	7,974		$	281		$	3,039		$	14,015
Allowance on loans collectively evaluated for impairment	50,809			45,990			5,393			18,630			120,822
Allowance on loans acquired with deteriorated credit quality	5,467			1,551			4,243			137			11,398
Loans and leases, net of unearned income:
Balance at end of period	$	9,809,756		$	6,490,125		$	4,649,745		$	2,726,911		$	23,676,537
Balance at end of period individually evaluated for impairment	73,715			51,350			42,423			37,907			205,395
Balance at end of period collectively evaluated for impairment	9,605,296			6,417,426			4,526,508			2,636,015			23,185,245
Balance at end of period acquired with deteriorated credit quality	130,745			21,349			80,814			52,989			285,897



	September 30, 2019							December 31, 2018
	Unpaid Principal Balance		Recorded Investment		Related Allowance			Unpaid Principal Balance		Recorded Investment		Related Allowance
(in thousands)	Unpaid Principal Balance		Recorded Investment		Related Allowance			Unpaid Principal Balance		Recorded Investment		Related Allowance
With no related allowance recorded:
Real estate - construction	$	9,540	$	8,531	$	—		$	10,261	$	9,262	$	—
Real estate - owner-occupied	33,985		33,590		—			25,037		19,044		—
Real estate - non-owner-occupied	23,964		22,652		—			15,265		14,288		—
Commercial and industrial	21,813		17,771		—			55,554		43,886		—
Residential mortgage	36,182		35,089		—			1,244		1,221		—
Consumer - home equity	4,736		4,734		—			4,183		4,176		—

With an allowance recorded:
Real estate - construction	98		85		(1		)	228		140		(11		)
Real estate - owner-occupied	5,135		4,921		(2,529		)	5,032		4,773		(520		)
Real estate - non-owner-occupied	4,149		3,936		(191		)	6,445		6,398		(105		)
Commercial and industrial	45,409		33,579		(7,974		)	46,387		27,915		(12,646		)
Residential mortgage	8,010		7,334		(281		)	5,870		5,358		(145		)
Consumer - home equity	29,773		29,124		(2,577		)	29,284		28,818		(2,427		)
Consumer - other	4,308		4,049		(462		)	4,956		4,446		(488		)
Total	$	227,102	$	205,395	$	(14,015	)	$	209,746	$	169,725	$	(16,342	)
Total commercial loans and leases	$	144,093	$	125,065	$	(10,695	)	$	164,209	$	125,706	$	(13,282	)
Total residential mortgage loans	44,192		42,423		(281		)	7,114		6,579		(145		)
Total consumer and other loans	38,817		37,907		(3,039		)	38,423		37,440		(2,915		)



	Three Months Ended September 30, 2019				Three Months Ended September 30, 2018				Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
(in thousands)	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no related allowance recorded:
Real estate - construction	$	7,333	$	82	$	10,806	$	164	$	7,145	$	242	$	10,371	$	460
Real estate - owner-occupied	33,895		355		34,118		209		34,437		1,235		34,505		903
Real estate - non-owner-occupied	22,794		72		22,091		249		22,910		301		22,988		746
Commercial and industrial	20,594		108		43,409		523		20,727		401		40,564		1,543
Residential mortgage	35,896		136		1,254		9		31,315		391		1,271		36
Consumer - home equity	4,736		47		705		2		4,613		137		708		16
With an allowance recorded:
Real estate - construction	87		—		148		—		93		—		151		1
Real estate - owner-occupied	4,952		10		4,006		83		5,050		113		4,044		102
Real estate - non-owner-occupied	4,155		46		2,398		20		4,090		137		2,442		76
Commercial and industrial	36,824		173		40,357		150		36,765		582		47,098		720
Residential mortgage	7,414		74		5,014		50		7,502		232		5,066		149
Consumer - home equity	29,200		298		28,577		305		28,982		890		27,905		892
Consumer - other	4,175		59		4,710		65		4,326		184		4,884		208
Total	$	212,055	$	1,460	$	197,593	$	1,829	$	207,955	$	4,845	$	201,997	$	5,852
Total commercial loans and leases	$	130,634	$	846	$	157,333	$	1,398	$	131,217	$	3,011	$	162,163	$	4,551
Total residential mortgage loans	43,310		210		6,268		59		38,817		623		6,337		185
Total consumer and other loans	38,111		404		33,992		372		37,921		1,211		33,497		1,116



(in thousands)	September 30, 2019
Right-of-use assets	$	112,156
Lease liabilities	131,800
Weighted average remaining lease term	7.95
Weighted average discount rate	3.14		%



(in thousands)
2019	$	6,732
2020	25,895
2021	23,847
2022	21,414
2023	16,659
2024 and thereafter	55,296
Total operating lease payments	$	149,843
Less: Imputed interest	18,043
Total lease liabilities	$	131,800



(in thousands)	September 30, 2019
Lease payment receivable	$	363,224
Unguaranteed residual assets	34,991
Total net investment in leases	$	398,215



(in thousands)
2019	$	21,480
2020	82,993
2021	68,163
2022	62,809
2023	48,670
2024 and thereafter	90,277
Total future minimum lease payments	$	374,392
Less: Imputed interest	11,168
Lease receivables	$	363,224



	Number of Shares		Weighted Average Exercise Price
Outstanding options, December 31, 2017	686,366		$	58.24
Granted	97,620		82.02
Exercised	(41,697	)	53.12
Forfeited or expired	(27,328	)	68.19
Outstanding options, September 30, 2018	714,961		$	61.41
Exercisable options, September 30, 2018	500,349		$	56.70

Outstanding options, December 31, 2018	714,420		$	61.41
Granted	127,090		70.34
Exercised	(50,375	)	52.99
Forfeited or expired	(12,227	)	72.79
Outstanding options, September 30, 2019	778,908		$	63.23
Exercisable options, September 30, 2019	533,784		$	58.60



(in thousands)	Number of share equivalents ⁽¹⁾		Value of share equivalents ⁽²⁾
Balance, December 31, 2017	393,844		$	30,523
Granted	151,908		12,358
Forfeited share equivalents	(59,550	)	4,844
Vested share equivalents	(130,497	)	10,871
Balance, September 30, 2018	355,705		$	28,937

Balance, December 31, 2018	353,407		$	22,717
Granted	183,879		13,890
Forfeited share equivalents	(30,283	)	2,288
Vested share equivalents	(107,592	)	8,116
Balance, September 30, 2019	399,411		$	30,171



	Three months ended September 30, 2019 compared to September 30, 2018									Nine months ended September 30, 2019 compared to September 30, 2018

	Change Attributable To									Change Attributable To
(in thousands)	Volume			Rate			Net Increase (Decrease)			Volume			Rate			Net Increase (Decrease)
Earning assets:
Loans and leases:
Commercial loans and leases	$	16,292		$	(1,956	)	$	14,336		$	41,372		$	29,077		$	70,449
Residential mortgage loans	3,998			(1,204		)	2,794			22,376			(4,074		)	18,302
Consumer and other loans	(4,679		)	1,214			(3,465		)	(8,256		)	6,190			(2,066		)
Mortgage loans held for sale	1,168			(269		)	899			1,974			(423		)	1,551
Investment securities	(3,250		)	3,389			139			(2,610		)	15,258			12,648
Other earning assets	1,723			(315		)	1,408			1,196			1,716			2,912
Net change in income on earning assets	15,252			859			16,111			56,052			47,744			103,796
Interest-bearing liabilities:
Deposits:
NOW accounts	328			2,136			2,464			465			9,318			9,783
Savings and money market accounts	124			9,759			9,883			837			35,639			36,476
Time deposits	7,603			6,402			14,005			19,073			22,718			41,791
Borrowings	(1,564		)	1,215			(349		)	1,851			6,966			8,817
Net change in expense on interest-bearing liabilities	6,491			19,512			26,003			22,226			74,641			96,867
Change in net interest income	$	8,761		$	(18,653	)	$	(9,892	)	$	33,826		$	(26,897	)	$	6,929



	Nine Months Ended
	September 30, 2019									September 30, 2018
(in thousands, except per share amounts)	Pre-tax			After-tax			Per share ⁽²⁾			Pre-tax			After-tax			Per share ⁽²⁾
Net income	$	395,627		$	301,579		$	5.58		$	318,620		$	240,210		$	4.29
Less: Preferred stock dividends	—			8,146			0.15			—			8,146			0.15
Income available to common shareholders (GAAP)	$	395,627		$	293,433		$	5.43		$	318,620		$	232,064		$	4.14

Non-interest income adjustments ⁽¹⁾:
Loss (gain) on sale of investments	1,012			769			0.01			55			41			—

Non-interest expense adjustments ⁽¹⁾:
Merger-related expense	(344		)	(261		)	—			31,533			24,272			0.44
Compensation-related expense	(9		)	(7		)	—			4,106			3,121			0.06
Impairment of long-lived assets, net of (gain) loss on sale	964			732			0.01			10,773			8,187			0.15
Gain on early termination of loss share agreements	—			—			—			(2,708		)	(2,058		)	(0.04		)
Other non-core non-interest expense	(3,022		)	(2,297		)	(0.04		)	(2,733		)	(2,078		)	(0.04		)
Total non-interest expense adjustments	(2,411		)	(1,833		)	(0.03		)	40,971			31,444			0.57
Income tax expense - impact of TCJA	—			—			—			—			6,572			0.12
Income tax expense - other	—			—			—			—			173			—
Core earnings (Non-GAAP)	394,228			292,369			5.41			359,646			270,294			4.83
Provision for loan losses	33,504			25,463						27,290			20,740
Pre-provision earnings, as adjusted (Non-GAAP)	$	427,732		$	317,832					$	386,936		$	291,034



Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1-31, 2019 ⁽¹⁾⁽²⁾	177,818		76.57	177,230	1,540,000
August 1-31, 2019	325,784		71.12	310,000	1,230,000
September 1-30, 2019	65,098		68.60	65,000	1,165,000
Total	568,700	⁽³⁾	72.53	552,230	1,165,000