UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended December 31, 2019

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _____________ to _____________

Commission file number 001-31220

COMMUNITY TRUST BANCORP, INC.

(Exact name of registrant as specified in its charter)

Kentucky	61-0979818
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
346 North Mayo Trail, P.O. Box 2947 Pikeville, Kentucky (Address of principal executive offices)	41502 (Zip code)

(606) 432-1414

(Registrant’s telephone number)

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

Common Stock (Title of class)
CTBI	The NASDAQ Global Select Market
(Trading symbol)	(Name of exchange on which registered)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 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 ☑

Based upon the closing price of the Common Shares of the Registrant on The NASDAQ Global Select Market, the aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2019 was $714.7 million.  For the purpose of the foregoing calculation only, all directors and executive officers of the Registrant have been deemed affiliates.  The number of shares outstanding of the Registrant’s Common Stock as of January 31, 2020 was 17,819,938.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference certain information from Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2020.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS	3
PART I	3
Item 1.  Business	3
Item 1A.  Risk Factors	6
Item 1B.  Unresolved Staff Comments	18
Selected Statistical Information	19
Item 2.  Properties	26
Item 3.  Legal Proceedings	27
Item 4.  Mine Safety Disclosures	27
Information about our Executive Officers	28
PART II	29
Item 5.  Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	29
Item 6.  Selected Financial Data 2015-2019	31
Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk	46
Item 8.  Financial Statements and Supplementary Data	47
Notes to Consolidated Financial Statements	51
Reports of Independent Registered Public Accounting Firm	106
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	111
Item 9A.  Controls and Procedures	111
Item 9B.  Other Information	113
PART III	113
Item 10.  Directors, Executive Officers, and Corporate Governance of the Registrant	113
Item 11.  Executive Compensation	113
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	113
Item 13.  Certain Relationships, Related Transactions, and Director Independence	114
Item 14.  Principal Accountant Fees and Services	114
PART IV	114
Item 15.  Exhibits and Financial Statement Schedules	114
Item 16.  Form 10-K Summary	117
Signatures	117

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CAUTIONARY STATEMENT

REGARDING FORWARD LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Community Trust Bancorp, Inc.’s (“CTBI”) actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” and “could.” These forward-looking statements involve risks and uncertainties including, but not limited to, economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors; changes in general economic conditions including the performance of financial markets, prevailing inflation and interest rates, realized gains from sales of investments, gains from asset sales, and losses on commercial lending activities; results of various investment activities; the effects of competitors’ pricing policies, changes in laws and regulations, competition, and demographic changes on target market populations’ savings and financial planning needs; industry changes in information technology systems on which we are highly dependent; failure of acquisitions to produce revenue enhancements or cost savings at levels or within the time frames originally anticipated or unforeseen integration difficulties; and the resolution of legal  proceedings and related matters.  In addition, the banking industry in general is subject to various monetary, operational, and fiscal policies and regulations, which include, but are not limited to, those determined by the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, and state regulators, whose policies, regulations, and enforcement actions could affect CTBI’s results.  These statements are representative only on the date hereof, and CTBI undertakes no obligation to update any forward-looking statements made.

PART I

Item 1. Business

Community Trust Bancorp, Inc. (“CTBI”) is a bank holding company registered with the Board of Governors of the Federal Reserve System pursuant to Section 5(a) of the Bank Holding Company Act of 1956, as amended.  CTBI was incorporated August 12, 1980, under the laws of the Commonwealth of Kentucky for the purpose of becoming a bank holding company.  Currently, CTBI owns all the capital stock of one commercial bank and one trust company, serving small and mid-sized communities in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee.  The commercial bank is Community Trust Bank, Inc., Pikeville, Kentucky (“CTB”) and the trust company is Community Trust and Investment Company, Lexington, Kentucky.

At December 31, 2019, CTBI had total consolidated assets of $4.4 billion and total consolidated deposits, including repurchase agreements, of $3.6 billion.  Total shareholders’ equity at December 31, 2019 was $614.9 million.  Trust assets under management at December 31, 2019 were $2.2 billion, including CTB’s investment portfolio totaling $0.6 billion.

Through its subsidiaries, CTBI engages in a wide range of commercial and personal banking and trust and wealth management activities, which include accepting time and demand deposits; making secured and unsecured loans to corporations, individuals and others; providing cash management services to corporate and individual customers; issuing letters of credit; renting safe deposit boxes; and providing funds transfer services.  The lending activities of CTB include making commercial, construction, mortgage, and personal loans.  Lease-financing, lines of credit, revolving lines of credit, term loans, and other specialized loans, including asset-based financing, are also available.  Our corporate subsidiaries act as trustees of personal trusts, as executors of estates, as trustees for employee benefit trusts, as paying agents for bond and stock issues, as investment agent, as depositories for securities, and as providers of full service brokerage and insurance services.

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COMPETITION

CTBI’s subsidiaries face substantial competition for deposit, credit, trust, wealth management, and brokerage relationships in the communities we serve.  Competing providers include state banks, national banks, thrifts, trust companies, insurance companies, mortgage banking operations, credit unions, finance companies, brokerage companies, and other financial and non-financial companies which may offer products functionally equivalent to those offered by our subsidiaries.  As financial services become increasingly dependent on technology, permitting transactions to be conducted by telephone, mobile banking, and the internet, non-bank institutions are able to attract funds and provide lending and other financial services without offices located in our market areas.  Many of our nonbank competitors have fewer regulatory constraints, broader geographic service areas, greater capital and, in some cases, lower cost structures.  In addition, competition for quality customers has intensified as a result of changes in regulation, consolidation among financial service providers, and advances in technology and product delivery systems.  Many of these providers offer services within and outside the market areas served by our subsidiaries.  We strive to offer competitively priced products along with quality customer service to build customer relationships in the communities we serve.

The United States and global markets, as well as general economic conditions, have been volatile.  Larger financial institutions could strengthen their competitive position as a result of ongoing consolidation within the financial services industry.

Banking legislation in Kentucky places no limits on the number of banks or bank holding companies that a bank holding company may acquire.  Interstate acquisitions are allowed where reciprocity exists between the laws of Kentucky and the home state of the bank or bank holding company to be acquired.  Bank holding companies continue to be limited to control of less than 15% of deposits held by federally insured depository institutions in Kentucky (exclusive of inter-bank and foreign deposits).  Competition for deposits may be increasing as a consequence of FDIC assessments shifting from deposits to an asset based formula, as larger banks may move away from non-deposit funding sources.

No material portion of our business is seasonal.  We are not dependent upon any one customer or a few customers, and the loss of any one or a few customers would not have a material adverse effect on us.  See note 19 to the consolidated financial statements for additional information regarding concentrations of credit.

We do not engage in any operations in foreign countries.

EMPLOYEES

As of December 31, 2019, CTBI and subsidiaries had 1,000 full-time equivalent employees.  Our employees are provided with a variety of employee benefits.  A retirement plan, an employee stock ownership plan, group life insurance, major medical insurance, a cafeteria plan, and management and employee incentive compensation plans are available to all eligible personnel.

SUPERVISION AND REGULATION

General

We, as a registered bank holding company, are restricted to those activities permissible under the Bank Holding Company Act of 1956, as amended, and are subject to actions of the Board of Governors of the Federal Reserve System thereunder.  We are required to file an annual report with the Federal Reserve Board and are subject to an annual examination by the Board.

Community Trust Bank, Inc. is a state-chartered bank subject to state and federal banking laws and regulations and periodic examination by the Kentucky Department of Financial Institutions and the restrictions, including dividend restrictions, thereunder.  CTB is also a member of the Federal Reserve System and is subject to certain restrictions imposed by and to examination and supervision under the Federal Reserve Act.  Community Trust and Investment Company is also regulated by the Kentucky Department of Financial Institutions and the Federal Reserve.

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Deposits of CTB are insured up to applicable limits by the Federal Deposit Insurance Corporation (FDIC), which subjects banks to regulation and examination under the provisions of the Federal Deposit Insurance Act.

The operations of CTBI and our subsidiaries are also affected by other banking legislation and policies and practices of various regulatory authorities.  Such legislation and policies include statutory maximum rates on some loans, reserve requirements, domestic monetary and fiscal policy, and limitations on the kinds of services that may be offered.

CTBI’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on our website at www.ctbi.com as soon as reasonably practicable after such materials are electronically filed with or furnished to the Securities and Exchange Commission.  CTBI’s Code of Business Conduct and Ethics and other corporate governance documents are also available on our website.  Copies of our annual report will be made available free of charge upon written request to:

Community Trust Bancorp, Inc.

Jean R. Hale

Chairman, President and CEO

P.O. Box 2947

Pikeville, KY  41502-2947

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding CTBI and other issuers that file electronically with the SEC.

Capital Requirements; Basel III

On July 2, 2013, the Federal Reserve approved final rules that substantially amended the regulatory risk-based capital rules applicable to CTBI and CTB.  The FDIC subsequently approved these rules.  The final rules implemented the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The rules included new risk-based capital and leverage ratios, which were phased in from 2015 to January 2019, and refined the definition of what constitutes “capital” for purposes of calculating those ratios.  The minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4% for all institutions.  The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital.  The capital conservation buffer began to be phased in on January 1, 2016 at 0.625% of risk-weighted assets increased by 0.625% annually until fully implemented in January 2019.  An institution is subject to limitations on certain activities including payment of dividends, share repurchases, and discretionary bonuses to executive officers if its capital level is below the total capital plus capital conservation buffer amount.

The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including CTB, if their capital levels begin to show signs of weakness.  These revisions took effect January 1, 2015.  Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” (i) a common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8%; (iii) a total capital ratio of 10%; and (iv) a Tier 1 leverage ratio of 5%.  We currently satisfy the well-capitalized and the capital conservation standards, and based on our current capital composition and levels, we anticipate that our capital ratios, on a Basel III basis, will continue to exceed the well-capitalized minimum capital requirements and capital conservation buffer standards.

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On October 29, 2019, the Federal Reserve Board, the FDIC and the Office of the Comptroller of the Currency adopted a final rule to simplify the regulatory capital requirements for eligible community banks and holding companies that opt-in to the community bank leverage ratio framework (the “CBLR framework”), as required by Section 201 of the Economic Growth, Relief and Consumer Protection Act of 2018.  Under the final rule, which became effective as of January 1, 2020, community banks and holding companies (which would include CTB and CTBI) that satisfy certain qualifying criteria, including having less than $10 billion in average total consolidated assets and a leverage ratio (referred to as the “community bank leverage ratio”) of greater than 9%, would be eligible to opt-in to the CBLR framework.  The community bank leverage ratio is the ratio of a banking organization’s Tier 1 capital to its average total consolidated assets, both as reported on the banking organization’s applicable regulatory filings. If this election is made, CTBI and CTB would satisfy their regulatory capital standards by calculating and reporting the community bank leverage ratio instead of the risk-weighted capital ratios and minimum leverage ratio currently required and would be deemed “well-capitalized” under the Federal Reserve Board’s and FDIC’s prompt corrective action rules so long as they continue to satisfy the qualifying criteria of the CBLR framework.  CTBI has not yet decided whether it will take advantage of the new CBLR framework or will continue with the existing layered ratio structure.  Under either framework, CTBI and CTB would be considered well-capitalized under the applicable guidelines.

As of December 31, 2019, CTBI had a common equity Tier 1 capital ratio of 17.18%, a Tier 1 capital ratio of 18.94%, a total capital ratio of 20.05%, and a Tier 1 leverage ratio of 14.01%.  Our capital conservation buffer at December 31, 2019 was 12.05%.

In December 2017, the Basel Committee on Banking Supervision unveiled the latest round of its regulatory framework, commonly referred to as Basel IV.  The framework makes changes to the capital framework of Basel III and is targeted for a timeframe of 2022-2027 for implementation.  The new framework appears designed to limit the flexibility of financial institutions using advanced approaches to calculate credit and other risks and also makes significant amendments to the standardized approaches to credit risk, credit valuation adjustment risk, and operational risk.  The manner and the form in which the Basel IV framework will be implemented in the U.S. are uncertain.

Item 1A. Risk Factors

An investment in our common stock is subject to risks inherent to our business.  The material risks and uncertainties that management believes affect us are described below.  Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference herein.  The risks and uncertainties described below are not the only ones facing us.  Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations.  This report is qualified in its entirety by these risk factors.  See also, “Cautionary Statement Regarding Forward-Looking Statements.”  If any of the following risks actually occur, our financial condition and results of operations could be materially and adversely affected.  If this were to happen, the value of our common stock could decline significantly, and you could lose all or part of your investment.

Economic Risk

CTBI may continue to be adversely affected by economic and market conditions.

Beginning in 2008, the U.S. economy faced a severe economic crisis including a major recession from which recovery was slow and uneven.  Commerce and business growth in certain regions in the U.S. remains reduced and local governments and many businesses continue to experience financial difficulty.  In some areas of the U.S., including certain parts of our service area, unemployment levels remain elevated.  There can be no assurance that these conditions will continue to improve and these conditions could worsen.  In addition, the level of U.S. debt, the Federal Open Market Committee’s monetary policy, potential volatility in oil prices, U.S. tax law modifications, political events, and trade policies may have a destabilizing effect on financial markets or a negative effect on the economy.

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Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment in the markets where we operate, in the states of Kentucky, West Virginia, and Tennessee and in the United States as a whole.  While unemployment rates have improved in all of the markets in which we operate, unemployment rates in our markets remain high compared to the national average.  A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings.  Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors.  Currently, the pandemic known as the coronavirus disease (COVID-19) is causing worldwide concern and economic disruption.  In his semiannual testimony before Congress in February, 2020, Federal Reserve Chairman Jerome Powell said the central bank is “closely monitoring the emergence of the coronavirus disease, which could lead to disruptions in China that spill over to the rest of the world.”

While economic conditions in the United States and worldwide have improved since the recession, there can be no assurance that this improvement will continue or that another recession will not occur.  Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing, and savings habits.  Such conditions could adversely affect the credit quality of our loans and our business, financial condition, and results of operations.

Economy of Our Markets

Our business may continue to be adversely affected by ongoing weaknesses in the local economies on which we depend.

Our loan portfolio is concentrated primarily in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee.  Our profits depend on providing products and services to clients in these local regions.  While unemployment rates have improved in all of the markets in which we operate, unemployment rates in our markets remain high compared to the national average.  Increases in unemployment, decreases in real estate values, or increases in interest rates could weaken the local economies in which we operate.  These economic indicators typically affect certain industries, such as real estate and financial services, more significantly.  High levels of unemployment and depressed real estate asset values in certain of the markets we serve would likely prolong the economic recovery period in our market area.  Also, our growth within certain of our markets may be adversely affected by inconsistent access to high speed internet, and the lack of population and business growth in such markets in recent years.  Weakness in our market area could depress our earnings and consequently our financial condition because:

● Clients may not want, need, or qualify for our products and services;

● Borrowers may not be able to repay their loans;

● The value of the collateral securing our loans to borrowers may decline; and

● The quality of our loan portfolio may decline.

Many states and municipalities are experiencing financial stress.  As a result, various levels of government have sought to increase their tax revenues through increased tax levies, which could have an adverse impact on our results of operations.

Interest Rate Risk

Changes in interest rates could adversely affect our earnings and financial condition.

Our earnings and financial condition are dependent to a large degree upon net interest income, which is the difference between interest earned from loans and investments and interest paid on deposits and borrowings.  The narrowing of interest-rate spreads, meaning the difference between the interest rates earned on loans and investments and the interest rates paid on deposits and borrowings, could adversely affect our earnings and financial condition.  Interest rates are highly sensitive to many factors, including:

● The rate of inflation;

● The rate of economic growth;

● Employment levels;

● Monetary policies; and

● Instability in domestic and foreign financial markets.

Changes in market interest rates will also affect the level of voluntary prepayments on our loans and the receipt of payments on our mortgage-backed securities resulting in the receipt of proceeds that may be reinvested at a lower rate than the loan or mortgage-backed security being prepaid.

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We originate residential loans for sale and for our portfolio. The origination of loans for sale is designed to meet client financing needs and earn fee income. The origination of loans for sale is highly dependent upon the local real estate market and the level and trend of interest rates.  Increasing interest rates may reduce the origination of loans for sale and consequently the fee income we earn.  While our commercial banking, construction, and income property business lines remain a significant portion of our activities, high interest rates may reduce our mortgage-banking activities and thereby our income.  In contrast, decreasing interest rates have the effect of causing clients to refinance mortgage loans faster than anticipated.  This causes the value of assets related to the servicing rights on loans sold to be lower than originally anticipated.  If this happens, we may need to write down our servicing assets faster, which would accelerate our expense and lower our earnings.

We consider interest rate risk one of our most significant market risks. Interest rate risk is the exposure to adverse changes in net interest income due to changes in interest rates.  Consistency of our net interest revenue is largely dependent upon the effective management of interest rate risk.  We employ a variety of measurement techniques to identify and manage our interest rate risk including the use of an earnings simulation model to analyze net interest income sensitivity to changing interest rates.  The model is based on actual cash flows and repricing characteristics for on and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain financial assets and liabilities.  Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model.  These assumptions are inherently uncertain, and as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income.  Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.

Financial institutions, including CTBI, must transition from LIBOR to an alternative reference rate.

LIBOR will cease to exist as a published rate after 2021.  The Federal Reserve through the Alternative Reference Rate Committee has recommended a replacement benchmark rate, the Secured Overnight Financing Rate.  All loans extending beyond 2021 will need to be managed to ensure appropriate benchmark rate replacements are provided for and adopted.  Failure to identify and negotiate a replacement benchmark rate and/or update data processing systems could result in future interest rate risk not being mitigated as intended or interest being miscalculated, which could adversely impact CTBI’s business, financial condition and results of operations.  As of December 31, 2019, CTBI had approximately $28.3 million in variable rate loans and $46.4 million in available-for-sale securities with interest rates tied to LIBOR, substantially all of which have maturity dates beyond December 31, 2021.  In addition, CTBI has debentures outstanding in the principal amount of $57.8 million which mature in 2037 and bear interest at a rate tied to LIBOR.

Moreover, financial institution contracts linked to LIBOR are widespread and intertwined with numerous financial products and services.  The downstream effect of unwinding or transitioning such contracts could cause instability and negatively impact financial markets and individual institutions.  The uncertainty surrounding the transition from LIBOR could adversely affect the U.S. financial system more broadly.

Liquidity Risk

CTBI is subject to liquidity risk.

CTBI requires liquidity to meet its deposit and debt obligations as they come due and to fund loan demands.  CTBI’s access to funding sources in amounts adequate to finance its activities or on terms that are acceptable to it could be impaired by factors that affect it specifically or the financial services industry or economy in general.  Factors that could reduce its access to liquidity sources include a downturn in the market, difficult credit markets, or adverse regulatory actions against CTBI.  CTBI’s access to deposits may also be affected by the liquidity needs of its depositors.  In particular, a substantial majority of CTBI’s liabilities are demand, savings, interest checking, and money market deposits, which are payable on demand or upon several days’ notice, while by comparison, a substantial portion of its assets are loans, which cannot be called or sold in the same time frame.  To the extent that consumer confidence in other investment vehicles, such as the stock market, increases, customers may move funds from bank deposits and products into such other investment vehicles.  Although CTBI historically has been able to replace maturing deposits and advances as necessary, it might not be able to replace such funds in the future, especially if a large number of its depositors sought to withdraw their accounts, regardless of the reason.  As of December 31, 2019, we had wholesale brokered deposits outstanding of $37.1 million (1% of total deposits) with a weighted average maturity of 0.71 years.  If CTBI ceases to be categorized as “well-capitalized” under banking regulations, it would be prohibited from accepting, renewing, or rolling over brokered deposits without a regulatory waiver.  The cost of funds associated with brokered deposits is generally higher than locally generated deposits and may be a less stable funding source.  A failure to maintain adequate liquidity could have a material adverse effect on our financial condition and results of operations.

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Risks Related to Regulatory Policies and Oversight

The banking industry is heavily regulated, and our business may be adversely affected by legislation or changes in regulatory policies and oversight.

The earnings of banks and bank holding companies such as ours are affected by the policies of regulatory authorities, including the Federal Reserve Board, which regulates the money supply.  Among the methods employed by the Federal Reserve Board are open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits.  These methods are used in varying combinations to influence overall growth and distribution of bank loans, investments and deposits, and their use may also affect interest rates charged on loans or paid on deposits.  The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial and savings banks in the past and are expected to continue to do so in the future.

In recent years, federal banking regulators have increased regulatory scrutiny, and additional limitations (including those contained in the Dodd-Frank Act) on financial institutions have been proposed or adopted by regulators and by Congress.  Moreover, banking regulatory agencies have increasingly over the last few years used authority under Section 5 of the Federal Trade Commission Act to take supervisory or enforcement action with respect to alleged unfair or deceptive acts or practices by banks to address practices that may not necessarily fall within the scope of a specific banking or consumer finance law.  The banking industry is highly regulated and changes in federal and state banking regulations as well as policies and administration guidelines may affect our practices, growth prospects, and earnings.  In particular, there is no assurance that governmental actions designed to stabilize the economy and banking system will not adversely affect the financial position or results of operations of CTBI.

From time to time, CTBI and/or its subsidiaries may be involved in information requests, reviews, investigations, and proceedings (both formal and informal) by various governmental agencies and law enforcement authorities regarding our respective businesses.  Any of these matters may result in material adverse consequences to CTBI and its subsidiaries, including adverse judgements, findings, limitations on merger and acquisition activity, settlements, fines, penalties, orders, injunctions, and other actions.  Such adverse consequences may be material to the financial position of CTBI or its results of operations.

In particular, consumer products and services are subject to increasing regulatory oversight and scrutiny with respect to compliance with consumer laws and regulations.  We may face a greater number or wider scope of investigations, enforcement actions, and litigation in the future related to consumer practices.  In addition, any required changes to our business operations resulting from these developments could result in a significant loss of revenue, require remuneration to customers, trigger fines or penalties, limit the products or services we offer, require us to increase certain prices and therefore reduce demand for our products, impose additional compliance costs on us, cause harm to our reputation, or otherwise adversely affect our consumer business.  As previously disclosed in a Form 8-K dated July 25, 2018, CTB entered into a consent order regarding two deposit add-on products.

The financial services industry has experienced leadership changes at federal banking agencies, which may impact regulations and government policy applicable to us.  For example, in 2017 and early 2018, Congress confirmed a new Chairman of the Federal Reserve and a new Vice Chairman for Supervision at the Federal Reserve.  New appointments to the Board of Governors of the Federal Reserve could affect monetary policy and interest rates.  The President, certain members of Congress, and others in the President’s leadership group have advocated for significant reduction of financial services regulation.  Any regulatory relief is uncertain and, even if adopted, may not result in a meaningful reduction of our regulatory requirements and related costs.

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We are required to maintain certain minimum amounts and types of capital and may be subject to more stringent capital requirements in the future. A failure to meet applicable capital requirements could have an adverse material effect on our financial condition and results of operations.

We are subject to regulatory requirements specifying minimum amounts and types of capital that we must maintain.  From time to time, banking regulators change these regulatory capital adequacy guidelines.  For example, as a result of the recently implemented “Basel III” capital reforms required by the Dodd-Frank Act, we are now required to satisfy additional, more stringent capital adequacy standards than we had in the past.  See Item 1 above for additional information.  We currently satisfy the well capitalized and capital conservation standards set forth in Basel III, and based on our current capital composition and levels, we anticipate that our capital ratios, on a Basel III basis, will continue to exceed the well-capitalized minimum capital requirements and capital conservation buffer standards.  However, a failure to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our financial condition and results of operations.

Climate Change Risk

Our business may be adversely impacted by climate change initiatives and issues.

Climate change and other emissions-related laws, regulations, and agreements have been proposed and, in some cases adopted, on the international, federal, state, and local levels.  These final and proposed initiatives take the form of restrictions, caps, taxes, or other controls on emissions.  Our markets include areas where the coal industry was historically a significant part of the local economy.  The importance of the coal industry to such areas has, however, continued to decline substantially and the economies of our markets have become more diversified.  Nevertheless, to the extent that existing or new climate change laws, regulations, or agreements further impact production, purchase, or use of coal, the economies of certain areas within our markets, the demand for financing, the value of collateral securing our coal-related loans, and our financial condition and results of operations may be adversely affected.

We, like all businesses, as well as our market areas, borrowers, and customers, may be adversely impacted to the extent that weather-related events cause damage or disruption to properties or businesses.

Credit Risk

Our earnings and reputation may be adversely affected if we fail to effectively manage our credit risk.

Originating and underwriting loans are integral to the success of our business.  This business requires us to take “credit risk,” which is the risk of losing principal and interest income because borrowers fail to repay loans.  Collateral values and the ability of borrowers to repay their loans may be affected at any time by factors such as:

● The length and severity of downturns in the local economies in which we operate or the national economy;

● The length and severity of downturns in one or more of the business sectors in which our customers operate, particularly the automobile, hotel/motel, coal, and residential development industries; or

● A rapid increase in interest rates.

Our loan portfolio includes loans with a higher risk of loss.

We originate commercial real estate loans, construction and development loans, consumer loans, and residential mortgage loans, primarily within our market area.  Commercial real estate, commercial, and construction and development loans tend to involve larger loan balances to a single borrower or groups of related borrowers and are most susceptible to a risk of loss during a downturn in the business cycle.  These loans also have historically had a greater credit risk than other loans for the following reasons:

● Commercial Real Estate Loans.  Repayment is dependent on income being generated in amounts sufficient to cover operating expenses and debt service.  As of December 31, 2019, commercial real estate loans, including multi-family loans, comprised approximately 39% of our total loan portfolio.

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● Other Commercial Loans.  Repayment is generally dependent upon the successful operation of the borrower’s business.  In addition, the collateral securing the loans may depreciate over time, be difficult to appraise, be illiquid, or fluctuate in value based on the success of the business.  As of December 31, 2019, other commercial loans comprised approximately 12% of our total loan portfolio.

● Construction and Development Loans.  The risk of loss is largely dependent on our initial estimate of whether the property’s value at completion equals or exceeds the cost of property construction and the availability of take-out financing.  During the construction phase, a number of factors can result in delays or cost overruns.  If our estimate is inaccurate or if actual construction costs exceed estimates, the value of the property securing our loan may be insufficient to ensure full repayment when completed through a permanent loan, sale of the property, or by seizure of collateral.  As of December 31, 2019, construction and development loans comprised approximately 5% of our total loan portfolio.

Consumer loans may carry a higher degree of repayment risk than residential mortgage loans, particularly when the consumer loan is unsecured.  Repayment of a consumer loan typically depends on the borrower’s financial stability, and it is more likely to be affected adversely by job loss, illness, or personal bankruptcy.  In addition, federal and state bankruptcy, insolvency, and other laws may limit the amount we can recover when a consumer client defaults.  As of December 31, 2019, consumer loans comprised approximately 21% of our total loan portfolio.

As of December 31, 2019, approximately 78% of our consumer loans and 16% of our total loan portfolio were consumer indirect loans.  Consumer indirect loans are fixed rate loans secured by new and used automobiles, trucks, vans, and recreational vehicles originated at selling dealerships which are purchased by us following our review and approval of such loans.  These loans generally have a greater risk of loss in the event of default than, for example, one-to-four family residential mortgage loans due to the rapid depreciation of vehicles securing the loans.  We face the risk that the collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance.  We also assume the risk that the dealership administering the lending process complies with applicable consumer protection law and regulations.

A significant part of our lending business is focused on small to medium-sized business which may be impacted more severely during periods of economic weakness.

A significant portion of our commercial loan portfolio is tied to small to medium-sized businesses in our markets.  During periods of economic weakness, small to medium-sized businesses may be impacted more severely than larger businesses.  As a result, the ability of smaller businesses to repay their loans may deteriorate, particularly if economic challenges persist over a period of time, and such deterioration would adversely impact our results of operations and financial condition.

A large percentage of our loan portfolio is secured by real estate, in particular commercial real estate.  Weakness in the real estate market or other segments of our loan portfolio would lead to additional losses, which could have a material adverse effect on our business, financial condition, and results of operations.

As of December 31, 2019, approximately 67% of our loan portfolio was secured by real estate, 39% of which is commercial real estate.  High levels of commercial and consumer delinquencies or declines in real estate market values could require increased net charge-offs and increases in the allowance for loan and lease losses, which could have a material adverse effect on our business, financial condition, and results of operations and prospects.

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Our level of other real estate owned remains above our historical norm, primarily as a result of foreclosures.  To the extent that we continue to hold a higher level of other real estate owned, related real estate expense will likely remain high.  In addition, our ability to hold foreclosed property is subject to time limitations under applicable regulations.

During the economic downturn which began in 2008, we experienced an increase in nonperforming real estate loans.  As a result, we have experienced, and we continue to experience, an increased level of foreclosed properties.  Foreclosed real estate expense consists of maintenance costs, taxes, valuation adjustments to appraisal values, and gains or losses on disposition.  The amount that we may realize after a default is dependent upon factors outside of our control, including but not limited to: (i) general and local economic conditions; (ii) neighborhood values; (iii) interest rates; (iv) real estate tax rates; (v) operating expenses of the properties; (vi) environmental remediation liabilities; (vii) ability to obtain and maintain occupancy of the properties; (viii) zoning laws; (ix) governmental rules, regulations, and fiscal policies; (x) potential vandalism; and (xi) acts of God.  Expenditures associated with the ownership of real estate, such as real estate taxes, insurance, and maintenance costs, may adversely affect income from the real estate.  The cost of operating real property may exceed the income earned from the property, and we may need to advance funds in order to protect our investment in the property, or we may be required to dispose of the property at a loss.  If our levels of other real estate owned increase or are sustained and local real estate values decline, our foreclosed real estate expense will increase, which would adversely impact our results of operations.

As of December 31, 2019, approximately 46% (based on book value) of our foreclosed properties had been held by us for over five years.  Regulatory approval is required and has been obtained to hold these properties beyond the initial period of five years.  Additional approval may be required to continue to hold these properties should they not be liquidated during the extension period, which is typically one year.  While we have previously received regulatory approval to continue to hold foreclosed properties for over five years, to the extent such approval is not obtained in the future with respect to a foreclosed property, we might be forced to liquidate such property at a price less than its appraised value.  To the extent we are not able to sell a foreclosed property in 10 years, we will be required to relinquish ownership of that property.

As of December 31, 2019, we had no foreclosed property that had been held by us for nine years or more.  However, if certain properties go unsold, we will have properties reach the nine year holding period in the year 2020.  See Item 7 of this report for more detailed information regarding the holding periods of other real estate loans.

Environmental Liability Risk

We are subject to environmental liability risk associated with lending activity.

A significant portion of our loan portfolio is secured by real property.  During the ordinary course of business, we may foreclose on and take title to properties securing loans.  In doing so, there is a risk that hazardous or toxic substances could be found on these properties.  If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage.  Environmental laws may require us to incur substantial expenses and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.  In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.  Although we have policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards.  The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.

Credit Loss Allowance Risk

New accounting standards may require us to increase our allowance for loan and lease losses.

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.  This ASU is commonly referred to as CECL (Current Expected Credit Loss).  The provisions of ASU 2016-13 were issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases, and other commitments to extend credit held by a reporting entity at each reporting date.  The amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current generally accepted accounting principles (“GAAP”) and reflect an entity’s current estimate of all expected credit losses.  Specifically, this ASU requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis.  It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor.  For all other assets within the scope of ASU 2016-13, a cumulative-effect adjustment will be recognized in retained earnings as of the beginning of the first reporting period in which the guidance is effective.

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ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  As previously disclosed, CTBI formed an implementation team to oversee the adoption of the ASU including assessing the impact on its accounting and disclosures.  The implementation team was a cross-functional working group comprised of individuals from areas including credit, finance, and operations.  The team has established the historical data available and has identified the loan segments to be analyzed.  Credit losses for loans that no longer share similar risk characteristics are estimated on an individual basis.  The team has determined the portfolio methodologies and relevant economic factors to be utilized and began running parallel with its current model as part of the monthly fourth quarter 2019 loan portfolio analysis.  The team has developed a CECL allowance model which calculates reserves over the life of the loan and is largely driven by historical losses, portfolio characteristics, risk-grading, economic outlook, and other qualitative factors.  The methodologies will utilize a single economic forecast over a two-year reasonable and supportable forecast period with immediate reversion to historical losses.  While the models are operationally complete as of January 1, 2020, other required processes are being finalized.

It is estimated that the allowance for credit losses at the time of adoption will increase by approximately $2.1 to $3.9 million, or 6% to 11%, with the increase in the allowance being offset by a charge to retained earnings, net of deferred taxes.  Adoption of the standard is not expected to have a material impact on our available-for-sale or held-to-maturity investment portfolio’s or our off-balance sheet reserve.  The ultimate impact of adopting the ASU, and at each subsequent reporting period, is highly dependent on credit quality, economic forecasts and conditions and composition of our loans, along with other management judgements.  The transition adjustment to record the allowance for credit losses may fall outside of management’s estimated increase based on material changes in these items, specifically the economic forecast and conditions and loan composition, used in calculating the allowance for credit losses upon the adoption of CECL.

In December 2018, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL.  The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard.  CTBI is planning on adopting the capital transition relief over the permissible three-year period.

Competition

Strong competition within our market area may reduce our ability to attract and retain deposits and originate loans.

We face competition both in originating loans and in attracting deposits. Competition in the financial services industry is intense.  We compete for clients by offering excellent service and competitive rates on our loans and deposit products.  The type of institutions we compete with include commercial banks, savings institutions, mortgage banking firms, credit unions, finance companies, mutual funds, insurance companies and brokerage and investment banking firms.  Competition arises from institutions located within and outside our market areas.  As financial services become increasingly dependent on technology, permitting transactions to be conducted by telephone, mobile banking, and the internet, non-bank institutions are able to attract funds and provide lending and other financial services without offices located in our market areas.  As a result of their size and ability to achieve economies of scale, certain of our competitors offer a broader range of products and services than we offer.  With the increased consolidation in the financial industry, larger financial institutions may strengthen their competitive positions.  In addition, to stay competitive in our markets we may need to adjust the interest rates on our products to match the rates offered by our competitors, which could adversely affect our net interest margin.  As a result, our profitability depends upon our continued ability to successfully compete in our market areas while achieving our investment objectives.

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Technology and other changes are allowing consumers to complete financial transactions through alternative methods to those which historically involved banks.  For example, consumers can now hold funds that would have been held as bank deposits in mutual funds, brokerage accounts, general purpose reloadable prepaid cards, or cyber currency.  In addition, consumers can complete transactions, such as paying bills or transferring funds, directly without utilizing the services of a bank.  The process of eliminating banks as intermediaries (known as disintermediation), could result in the loss of fee income, as well as the loss of deposits and the income that might be generated from those deposits.  The related revenue reduction could adversely affect our financial condition, cash flows, and results of operations.

Acquisition Risk

We may have difficulty in the future continuing to grow through acquisitions.

We may experience difficulty in making acquisitions on acceptable terms due to the decreasing number of suitable acquisition targets, competition for attractive acquisitions, regulatory impediments, and certain limitations on interstate acquisitions.

Any future acquisitions or mergers by CTBI or its banking subsidiary are subject to approval by the appropriate federal and state banking regulators.  The banking regulators evaluate a number of criteria in making their approval decisions, such as:

● Safety and soundness guidelines;

● Compliance with all laws including the USA Patriot Act, the International Money Laundering Abatement and Anti-Terrorist Financing Act, the Sarbanes-Oxley Act and the related rules and regulations promulgated under such Act or the Exchange Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage Disclosure Act, and all other applicable fair lending and consumer protection laws and other laws relating to discriminatory business practices; and

● Anti-competitive concerns with the proposed transaction.

If the banking regulators or a commenter on our regulatory application raise concerns about any of these criteria at the time a regulatory application is filed, the banking regulators may deny, delay, or condition their approval of a proposed transaction.  A Federal Reserve investigation begun in 2014 resulted in a 2018 consent order related to two deposit add-on products, which created impediments to CTBI’s merger and acquisition activity for an unspecified period of time.

We have grown, and, subject to regulatory approval, intend to continue to grow, through acquisitions of banks and other financial institutions.  After these acquisitions, we may experience adverse changes in results of operations of acquired entities, unforeseen liabilities, asset quality problems of acquired entities, loss of key personnel, loss of clients because of change of identity, difficulties in integrating data processing and operational procedures, and deterioration in local economic conditions.  These various acquisition risks can be heightened in larger transactions.

Integration Risk

We may not be able to achieve the expected integration and cost savings from our bank acquisition activities.

We have a long history of acquiring financial institutions and, subject to regulatory approval, we expect this acquisition activity to resume in the future.  Difficulties may arise in the integration of the business and operations of the financial institutions that agree to merge with and into CTBI and, as a result, we may not be able to achieve the cost savings and synergies that we expect will result from the merger activities.  Achieving cost savings is dependent on consolidating certain operational and functional areas, eliminating duplicative positions and terminating certain agreements for outside services.  Additional operational savings are dependent upon the integration of the banking businesses of the acquired financial institution with that of CTBI, including the conversion of the acquired entity’s core operating systems, data systems and products to those of CTBI and the standardization of business practices.  Complications or difficulties in the conversion of the core operating systems, data systems, and products of these other banks to those of CTBI may result in the loss of clients, damage to our reputation within the financial services industry, operational problems, one-time costs currently not anticipated by us, and/or reduced cost savings resulting from the merger activities.

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Operational Risk

An extended disruption of vital infrastructure or a security breach could negatively impact our business, results of operations, and financial condition.

Our operations depend upon, among other things, our infrastructure, including equipment and facilities.  Extended disruption of vital infrastructure by fire, power loss, natural disaster, telecommunications failure, computer hacking or viruses, terrorist activity or the domestic and foreign response to such activity, or other events outside of our control could have a material adverse impact on the financial services industry as a whole and on our business, results of operations, cash flows, and financial condition in particular.  Our business recovery plan may not work as intended or may not prevent significant interruption of our operations.  The occurrence of any failures, interruptions, or security breaches of our information systems could damage our reputation, result in the loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have an adverse effect on our financial condition and results of operation.

Our information technology systems and networks may experience interruptions, delays, or cessations of service or produce errors due to regular maintenance efforts, such as systems integration or migration work that takes place from time to time.  We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time-consuming, disruptive, and resource intensive.  Such disruptions could damage our reputation and otherwise adversely impact our business and results of operations.

Third party vendors provide key components of our business infrastructure, such as processing, internet connections, and network access.  While CTBI has selected these third party vendors carefully through its vendor management process, it does not control their actions and generally is not able to obtain satisfactory indemnification provisions in its third party vendor written contracts.  Any problems caused by third parties or arising from their services, such as disruption in service, negligence in the performance of services or a breach of customer data security with regard to the third parties’ systems, could adversely affect our ability to deliver services, negatively impact our business reputation, cause a loss of customers, or result in increased expenses, regulatory fines and sanctions, or litigation.

Claims and litigation may arise pertaining to fiduciary responsibility.

Customers may, from time to time, make a claim and take legal action pertaining to our performance of fiduciary responsibilities.  Whether customer claims and legal action related to our performance of fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant financial liability, adversely affect the market perception of us and our products and services, and impact customer demand for those products and services.  Any such financial liability or reputational damage could have an adverse effect on our business, financial condition, and results of operations.

Significant legal actions could subject us to uninsured liabilities.

From time to time, we may be subject to claims related to our operations.  These claims and legal actions, including supervisory actions by our regulators, could involve significant amounts.  We maintain insurance coverage in amounts and with deductibles we believe are appropriate for our operations.  However, our insurance coverage may not cover all claims against us and related costs, and further insurance coverage may not continue to be available at a reasonable cost.  As a result, CTBI could be exposed to uninsured liabilities, which could adversely affect CTBI’s business, financial condition, or results of operations.

Market Risk

Community Trust Bancorp, Inc.’s stock price is volatile.

Our stock price has been volatile in the past, and several factors could cause the price to fluctuate substantially in the future.  These factors include:

● Actual or anticipated variations in earnings;

● Changes in analysts’ recommendations or projections;

● CTBI’s announcements of developments related to our businesses;

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● Operating and stock performance of other companies deemed to be peers;

● New technology used or services offered by traditional and non-traditional competitors;

● News reports of trends, concerns, and other issues related to the financial services industry; and

● Additional governmental policies and enforcement of current laws.

Our stock price may fluctuate significantly in the future, and these fluctuations may be unrelated to CTBI’s performance.  Although investor confidence in financial institutions has strengthened, the financial crisis adversely impacted investor confidence in the financial institutions sector.  General market price declines or market volatility in the future could adversely affect the price of our common stock, and the current market price may not be indicative of future market prices.

Technology Risk

CTBI continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services.  The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs.  Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations.  Many of our competitors have substantially greater resources to invest in technological improvements.  We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.  Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

Cyber Risk

A breach in the security of our systems could disrupt our business, result in the disclosure of confidential information, damage our reputation, and create significant financial and legal exposure for us.

Our businesses are dependent on our ability and the ability of our third party service providers to process, record, and monitor a large number of transactions.  If the financial, accounting, data processing, or other operating systems and facilities fail to operate properly, become disabled, experience security breaches, or have other significant shortcomings, our results of operations could be materially adversely affected.

Although we and our third party service providers devote significant resources to maintain and upgrade our systems and processes that are designed to protect the security of computer systems, software, networks, and other technology assets and the confidentiality, integrity, and availability of information belonging to us and our customers, there is no assurance that our security systems and those of our third party service providers will provide absolute security.  Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks, and other means.  Despite our efforts and those of our third party service providers to ensure the integrity of these systems, it is possible that we or our third party service providers may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, especially because techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources.

A successful breach of the security of our systems or those of our third party service providers could cause serious negative consequences to us, including significant disruption of our operations, misappropriation of our confidential information or the confidential information of our customers, or damage to our computers or operating systems, and could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss in confidence in our security measures, customer dissatisfaction, litigation exposure, and harm to our reputation, all of which could have a material adverse effect on us.  While we maintain insurance coverage that should, subject to policy terms and conditions, cover certain aspects of our cyber risks, this insurance coverage may be insufficient to cover all losses we could experience resulting from a cyber security breach.  Moreover, the cost of insurance sufficient to cover substantially all, or a reasonable portion, of losses related to cyber security breaches is expected to increase and such increases are likely to be material.

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Banking customers and employees have been, and will likely continue to be, targeted by parties using fraudulent e-mails and other communications in attempts to misappropriate passwords, account information, or other personal information, or to introduce viruses or other malware to bank information systems or customers’ computers.  Though we endeavor to lessen the success of such threats through the use of authentication technology and employee education, such cyber-attacks remain a serious issue.  Publicity concerning security and cyber-related problems could inhibit the use or growth of electronic or web-based applications as a means of conducting banking and other commercial transactions.

We could incur increased costs or reductions in revenue or suffer reputational damage in the event of misuse of information.

Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks regarding our customers and their accounts.  To provide these products and services, we use information systems and infrastructure that we and third party service providers operate.  As a financial institution, we also are subject to and examined for compliance with an array of data protection laws, regulations, and guidance, as well as to our own internal privacy and information security policies and programs.

Information security risks for financial institutions like us have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, and other external parties.  Our technologies and systems may become the target of cyber-attacks or other attacks that could result in the misuse or destruction of our or our customers’ confidential, proprietary, or other information or that could result in disruptions to the business operations of us or our customers or other third parties.  Also, our customers, in order to access some of our products and services, may use personal computers, smart mobile phones, tablet PCs, and other devices that are beyond our controls and security systems.  Further, a breach or attack affecting one of our third-party service providers or partners could impact us through no fault of our own.  In addition, because the methods and techniques employed by perpetrators of fraud and others to attack systems and applications change frequently and often are not fully recognized or understood until after they have been launched, we and our third-party service providers and partners may be unable to anticipate certain attack methods in order to implement effective preventative measures.

While we have policies and procedures designed to prevent or limit the effect of the possible security breach of our information systems, if unauthorized persons were somehow to get access to confidential or proprietary information in our possession or to our proprietary information, it could result in litigation and regulatory investigations, significant legal and financial exposure, damage to our reputation, or a loss of confidence in the security of our systems that could materially adversely affect our results of operation.

Counterparty Risk

The soundness of other financial institutions could adversely affect CTBI.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.  Financial services companies are interrelated as a result of trading, clearing, counterparty, or other relationships.  We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional counterparties. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions.  Many of these transactions expose us to credit risk in the event of default of our counterparty or client.  In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan due us.  There is no assurance that any such losses would not materially and adversely affect our businesses, financial condition, or results of operations.

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Item 1B. Unresolved Staff Comments

None.

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SELECTED STATISTICAL INFORMATION

The following tables set forth certain statistical information relating to CTBI and subsidiaries on a consolidated basis and should be read together with our consolidated financial statements.

Consolidated Average Balance Sheets and Taxable Equivalent Income/Expense and Yields/Rates

	2019								2018								2017
(in thousands)	Average Balances			Interest		Average Rate			Average Balances			Interest		Average Rate			Average Balances			Interest		Average Rate
Earning assets:
Loans (1)(2)(3)	$	3,195,662		$	165,016		5.16	%	$	3,150,878		$	154,613		4.91	%	$	3,048,879		$	141,821		4.65	%
Loans held for sale		1,362			120		8.81			684			98		14.33			709			81		11.42
Securities:
U.S. Treasury and agencies		492,909			11,297		2.29			459,204			9,019		1.96			449,339			7,263		1.62
Tax exempt state and political subdivisions (3)		86,811			2,980		3.43			102,396			3,539		3.46			110,393			4,632		4.20
Other securities		35,871			1,219		3.40			29,299			996		3.40			49,981			1,452		2.91
Federal Reserve Bank and Federal Home Loan Bank stock		16,695			947		5.67			21,264			1,303		6.13			22,814			1,189		5.21
Federal funds sold		800			21		2.63			2,795			59		2.11			3,139			41		1.31
Interest bearing deposits		211,078			4,480		2.12			138,794			2,567		1.85			103,066			1,084		1.05
Other investments		936			14		1.50			6,432			88		1.37			8,961			107		1.19
Investment in unconsolidated subsidiaries		1,851			75		4.05			1,850			70		3.78			1,847			52		2.82
Total earning assets		4,043,975		$	186,169		4.60	%		3,913,596		$	172,352		4.40	%		3,799,128		$	157,722		4.15	%
Allowance for loan and lease losses		(35,122	)							(35,711	)							(36,507	)
		4,008,853								3,877,885								3,762,621
Nonearning assets:
Cash and due from banks		52,122								52,286								52,321
Premises and equipment, net		59,326								45,970								47,129
Other assets		207,723								211,256								206,899
Total assets	$	4,328,024							$	4,187,397							$	4,068,970
Interest bearing liabilities:
Deposits:
Savings and demand deposits	$	1,442,083		$	14,875		1.03	%	$	1,234,562		$	8,443		0.68	%	$	1,134,147		$	3,863		0.34	%
Time deposits		1,111,713			18,496		1.66			1,256,030			15,271		1.22			1,243,181			10,487		0.84
Repurchase agreements and  federal funds purchased		233,484			4,631		1.98			244,647			3,312		1.35			258,419			1,832		0.71
Advances from Federal Home Loan Bank		1,959			39		1.99			1,512			27		1.79			38,287			427		1.12
Long-term debt		58,815			2,418		4.11			59,341			2,242		3.78			60,042			1,685		2.81
Finance lease liability		616			54		8.77			0			0		0			0			0		0
Total interest bearing liabilities		2,848,670		$	40,513		1.42	%		2,796,092		$	29,295		1.05	%		2,734,076		$	18,294		0.67	%
Noninterest bearing liabilities:
Demand deposits		828,281								810,270								778,304
Other liabilities		55,736								34,394								37,823
Total liabilities		3,732,687								3,640,756								3,550,203
Shareholders’ equity		595,337								546,641								518,767
Total liabilities and shareholders’ equity	$	4,328,024							$	4,187,397							$	4,068,970
Net interest income, tax equivalent				$	145,656							$	143,057							$	139,428
Less tax equivalent interest income					771								902								2,026
Net interest income				$	144,885							$	142,155							$	137,402
Net interest spread							3.18	%							3.35	%							3.48	%
Benefit of interest free funding							0.42								0.31								0.19
Net interest margin							3.60	%							3.66	%							3.67	%

(1) Interest includes fees on loans of $1,932, $1,762, and $1,808 in 2019, 2018, and 2017, respectively.

(2) Loan balances include deferred loan origination costs and principal balances on nonaccrual loans.

(3) Tax exempt income on securities and loans is reported on a fully taxable equivalent basis using a 21% rate in 2019 and 2018, and a 35% rate in 2017.

19

Net Interest Differential

The following table illustrates the approximate effect of volume and rate changes on net interest differentials between 2019 and 2018 and also between 2018 and 2017.

	Total Change			Change Due to						Total Change			Change Due to
(in thousands)	2019/2018			Volume			Rate			2018/2017			Volume			Rate
Interest income:
Loans	$	10,403		$	2,222		$	8,181		$	12,792		$	4,843		$	7,949
Loans held for sale		22			70			(48	)		17			(3	)		20
U.S. Treasury and agencies		2,278			696			1,582			1,756			163			1,593
Tax exempt state and political subdivisions		(559	)		(542	)		(17	)		(1,093	)		(353	)		(740	)
Other securities		223			223			0			(456	)		(528	)		72
Federal Reserve Bank and Federal Home Loan Bank stock		(356	)		(295	)		(61	)		114			(77	)		191
Federal funds sold		(38	)		(34	)		(4	)		18			(4	)		22
Interest bearing deposits		1,913			1,491			422			1,483			465			1,018
Other investments		(74	)		(69	)		(5	)		(19	)		(27	)		8
Investment in unconsolidated subsidiaries		5			0			5			18			0			18
Total interest income		13,817			3,762			10,055			14,630			4,479			10,151
Interest expense:
Savings and demand deposits		6,432			1,598			4,834			4,580			370			4,210
Time deposits		3,225			(1,601	)		4,826			4,784			109			4,675
Repurchase agreements and federal funds purchased		1,319			(145	)		1,464			1,480			(93	)		1,573
Advances from Federal Home Loan Bank		12			9			3			(400	)		(258	)		(142	)
Long-term debt		176			(20	)		196			557			(19	)		576
Finance lease liability		54			54			0			0			0			0
Total interest expense		11,218			(105	)		11,323			11,001			109			10,892
Net interest income	$	2,599		$	3,867		$	(1,268	)	$	3,629		$	4,370		$	(741	)

For purposes of the above table, changes which are due to both rate and volume are allocated based on a percentage basis, using the absolute values of rate and volume variance as a basis for percentages.  Income is stated at a fully taxable equivalent basis, using a 21% tax rate in 2019 and 2018, and a 35% tax rate in 2017.

20

Investment Portfolio

The maturity distribution and weighted average interest rates of debt securities at December 31, 2019 are as follows:

Available-for-sale

	Estimated Maturity at December 31, 2019
	Within 1 Year					1-5 Years					5-10 Years					After 10 Years					Total Fair Value					Amortized Cost
(in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount
U.S. Treasury, government agencies, and government sponsored agency mortgage-backed securities	$	93,952		2.03	%	$	48,057		1.77	%	$	95,499		3.42	%	$	228,887		2.56	%	$	466,395		2.55	%	$	463,124
State and political subdivisions		6,520		3.14			19,922		3.22			24,910		3.18			50,955		3.87			102,307		3.53			99,403
Other securities		0		0.00			0		0.00			0		0.00			31,142		3.39			31,142		3.39			31,418
Total	$	100,472		2.11	%	$	67,979		2.19	%	$	120,409		3.37	%	$	310,984		2.85	%	$	599,844		2.76	%	$	593,945

Held-to-maturity

	Estimated Maturity at December 31, 2019
	Within 1 Year					1-5 Years					5-10 Years					After 10 Years					Total Amortized Cost					Fair Value
(in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount
State and political subdivisions	$	517		3.64	%	$	0		0.00	%	$	0		0.00	%	$	0		0.00	%	$	517		3.64	%	$	517
Total	$	517		3.64	%	$	0		0.00	%	$	0		0.00	%	$	0		0.00	%	$	517		3.64	%	$	517

Total Debt Securities

	Estimated Maturity at December 31, 2019
	Within 1 Year					1-5 Years					5-10 Years					After 10 Years					Total Book Value					Fair Value
(in thousands)	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount
Total	$	100,989		2.11	%	$	67,979		2.19	%	$	120,409		3.37	%	$	310,984		2.85	%	$	600,361		2.76	%	$	600,361

The calculations of the weighted average interest rates for each maturity category are based upon yield weighted by the respective costs of the securities.  The weighted average rates on state and political subdivisions are computed on a taxable equivalent basis using a 21% tax rate.

Excluding those holdings of the investment portfolio in U.S. Treasury securities, government agencies, and government sponsored agency mortgage-backed securities, there were no securities of any one issuer that exceeded 10% of our shareholders’ equity at December 31, 2019.

The book values of securities available-for-sale and securities held-to-maturity as of December 31, 2019 and 2018 are presented in note 3 to the consolidated financial statements.

The book value of securities at December 31, 2017 is presented below:

(in thousands)	Available- for-Sale		Held-to- Maturity
U.S. Treasury and government agencies	$	211,574	$	0
State and political subdivisions		144,159		659
U.S. government sponsored agency mortgage-backed securities		208,959		0
Other debt securities		507		0
Total debt securities		565,199		659
CRA investment funds		25,000		0
Total securities	$	590,199	$	659

21

Loan Portfolio

(in thousands)	2019			2018			2017			2016			2015
Commercial:
Construction	$	104,809		$	82,715		$	76,479		$	66,998		$	78,020
Secured by real estate		1,169,975			1,183,093			1,188,680			1,085,428			1,052,919
Equipment lease financing		481			1,740			3,042			5,512			8,514
Commercial other		389,683			377,198			351,034			350,159			358,898
Total commercial		1,664,948			1,644,746			1,619,235			1,508,097			1,498,351
Residential:
Real estate construction		63,350			57,160			67,358			57,966			61,750
Real estate mortgage		733,003			722,417			709,570			702,969			707,874
Home equity		111,894			106,299			99,356			91,511			89,450
Total residential		908,247			885,876			876,284			852,446			859,074
Consumer:
Consumer direct		148,051			144,289			137,754			133,093			126,406
Consumer indirect		527,418			533,727			489,667			444,735			390,130
Total consumer		675,469			678,016			627,421			577,828			516,536
Total loans	$	3,248,664		$	3,208,638		$	3,122,940		$	2,938,371		$	2,873,961
Percent of total year-end loans
Commercial:
Construction		3.23	%		2.58	%		2.45	%		2.28	%		2.71	%
Secured by real estate		36.01			36.87			38.06			36.94			36.64
Equipment lease financing		0.01			0.05			0.10			0.18			0.30
Commercial other		12.00			11.76			11.24			11.92			12.49
Total commercial		51.25			51.26			51.85			51.32			52.14
Residential:
Real estate construction		1.95			1.78			2.16			1.97			2.15
Real estate mortgage		22.57			22.52			22.72			23.93			24.63
Home equity		3.44			3.31			3.18			3.11			3.11
Total residential		27.96			27.61			28.06			29.01			29.89
Consumer:
Consumer direct		4.56			4.50			4.41			4.53			4.40
Consumer indirect		16.23			16.63			15.68			15.14			13.57
Total consumer		20.79			21.13			20.09			19.67			17.97
Total loans		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

The total loans above are net of deferred loan fees and costs.

The following table shows the amounts of loans (excluding residential mortgages of 1-4 family residences, consumer loans and lease financing) which, based on the remaining scheduled repayments of principal are due in the periods indicated.  Also, the amounts are classified according to sensitivity to changes in interest rates (fixed, variable).

CTB has changed the origination process on commercial and residential construction loans to be primarily construction to permanent financing with only one note.  This change is resulting in a greater number of loans showing in the after five year maturity for construction loans, even though those loans will be converted from construction loans to permanent financing by a change in internal coding on the loans while the maturity date remains the same.

	Maturity at December 31, 2019
(in thousands)	Within One Year		After One but Within Five Years		After Five Years		Total
Commercial secured by real estate and commercial other	$	235,617	$	268,872	$	1,055,169	$	1,559,658
Commercial and real estate construction		67,571		18,339		82,249		168,159
	$	303,188	$	287,211	$	1,137,418	$	1,727,817
Rate sensitivity:
Fixed rate	$	64,673	$	72,247	$	43,285	$	180,205
Adjustable rate		238,515		214,964		1,094,133		1,547,612
	$	303,188	$	287,211	$	1,137,418	$	1,727,817

22

Nonperforming Assets

(in thousands)	2019			2018			2017			2016			2015
Nonaccrual loans	$	13,999		$	11,867		$	18,119		$	16,623		$	16,563
90 days or more past due and still accruing interest		19,620			10,198			10,176			10,847			12,046
Total nonperforming loans		33,619			22,065			28,295			27,470			28,609
Other repossessed assets		0			42			155			103			183
Foreclosed properties		19,480			27,273			31,996			35,856			40,674
Total nonperforming assets	$	53,099		$	49,380		$	60,446		$	63,429		$	69,466
Nonperforming assets to total loans and foreclosed properties		1.62	%		1.53	%		1.92	%		2.13	%		2.38	%
Allowance to nonperforming loans		104.39	%		162.73	%		127.76	%		130.81	%		126.16	%

Nonaccrual and Past Due Loans

(in thousands)	Nonaccrual loans		As a % of Loan Balances by Category			Accruing Loans Past Due 90 Days or More		As a % of Loan Balances by Category			Balances
December 31, 2019
Commercial construction	$	230		0.22	%	$	237		0.23	%	$	104,809
Commercial secured by real estate		3,759		0.32			8,820		0.75			1,169,975
Equipment lease financing		0		0.00			0		0.00			481
Commercial other		3,839		0.99			2,586		0.66			389,683
Real estate construction		634		1.00			0		0.00			63,350
Real estate mortgage		4,821		0.66			7,088		0.97			733,003
Home equity		716		0.64			344		0.31			111,894
Consumer direct		0		0.00			97		0.07			148,051
Consumer indirect		0		0.00			448		0.08			527,418
Total	$	13,999		0.43	%	$	19,620		0.60	%	$	3,248,664
December 31, 2018
Commercial construction	$	639		0.77	%	$	58		0.07	%	$	82,715
Commercial secured by real estate		4,537		0.38			4,632		0.39			1,183,093
Equipment lease financing		0		0.00			0		0.00			1,740
Commercial other		797		0.21			581		0.15			377,198
Real estate construction		22		0.04			6		0.01			57,160
Real estate mortgage		5,395		0.75			4,095		0.57			722,417
Home equity		477		0.45			246		0.23			106,299
Consumer direct		0		0.00			74		0.05			144,289
Consumer indirect		0		0.00			506		0.09			533,727
Total	$	11,867		0.37	%	$	10,198		0.32	%	$	3,208,638

Discussion of the Nonaccrual Policy

The accrual of interest income on loans is discontinued when management believes, after considering economic and business conditions, collateral value, and collection efforts, that the borrower’s financial condition is such that the collection of interest is doubtful.  Cash payments received on nonaccrual loans generally are applied against principal, and interest income is only recorded once principal recovery is reasonably assured.  Any loans greater than 90 days past due must be well secured and in the process of collection to continue accruing interest.  See note 1 to the consolidated financial statements for further discussion on our nonaccrual policy.

Potential Problem Loans

Interest accrual is discontinued when we believe, after considering economic and business conditions, collateral value, and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful.

Foreign Outstandings

None

Loan Concentrations

We had no concentration of loans exceeding 10% of total loans at December 31, 2019.  See note 19 to the consolidated financial statements for further information.

23

Analysis of the Allowance for Loan and Lease Losses

(in thousands)	2019			2018			2017			2016			2015
Allowance for loan and lease losses, beginning of year	$	35,908		$	36,151		$	35,933		$	36,094		$	34,447
Loans charged off:
Commercial construction		(72	)		0			(10	)		(316	)		(3	)
Commercial secured by real estate		(727	)		(988	)		(2,038	)		(1,641	)		(1,379	)
Commercial other		(2,179	)		(1,513	)		(1,893	)		(2,136	)		(1,961	)
Real estate construction		(100	)		(33	)		0			(192	)		(135	)
Real estate mortgage		(767	)		(1,004	)		(615	)		(1,043	)		(1,421	)
Home equity		(139	)		(69	)		(178	)		(54	)		(129	)
Consumer direct		(1,100	)		(997	)		(965	)		(1,236	)		(1,306	)
Consumer indirect		(4,652	)		(6,394	)		(5,386	)		(5,050	)		(3,536	)
Total charge-offs		(9,736	)		(10,998	)		(11,085	)		(11,668	)		(9,870	)
Recoveries of loans previously charged off:
Commercial construction		12			61			49			36			13
Commercial secured by real estate		358			224			75			178			60
Commercial other		509			643			532			439			585
Real estate construction		0			0			0			7			4
Real estate mortgage		152			85			87			101			117
Home equity		23			14			4			9			54
Consumer direct		400			445			525			615			435
Consumer indirect		2,651			3,116			2,510			2,250			1,599
Total recoveries		4,105			4,588			3,782			3,635			2,867
Net charge-offs:
Commercial construction		(60	)		61			39			(280	)		10
Commercial secured by real estate		(369	)		(764	)		(1,963	)		(1,463	)		(1,319	)
Commercial other		(1,670	)		(870	)		(1,361	)		(1,697	)		(1,376	)
Real estate construction		(100	)		(33	)		0			(185	)		(131	)
Real estate mortgage		(615	)		(919	)		(528	)		(942	)		(1,304	)
Home equity		(116	)		(55	)		(174	)		(45	)		(75	)
Consumer direct		(700	)		(552	)		(440	)		(621	)		(871	)
Consumer indirect		(2,001	)		(3,278	)		(2,876	)		(2,800	)		(1,937	)
Total net charge-offs		(5,631	)		(6,410	)		(7,303	)		(8,033	)		(7,003	)
Provisions charged against operations		4,819			6,167			7,521			7,872			8,650
Balance, end of year	$	35,096		$	35,908		$	36,151		$	35,933		$	36,094
Allocation of allowance, end of year:
Commercial construction	$	1,299		$	862		$	686		$	884		$	2,199
Commercial secured by real estate		14,025			14,531			14,509			14,191			14,434
Equipment lease financing		4			12			18			42			79
Commercial other		6,355			4,993			5,039			4,656			4,225
Real estate construction		372			512			660			629			550
Real estate mortgage		4,232			4,433			5,688			6,027			6,678
Home equity		897			841			857			774			839
Consumer direct		1,711			1,883			1,863			1,885			1,594
Consumer indirect		6,201			7,841			6,831			6,845			5,496
Balance, end of year	$	35,096		$	35,908		$	36,151		$	35,933		$	36,094
Average loans outstanding, net of deferred loan costs and fees	$	3,195,662		$	3,150,878		$	3,048,879		$	2,916,031		$	2,791,871
Loans outstanding at end of year, net of deferred loan costs and fees	$	3,248,664		$	3,208,638		$	3,122,940		$	2,938,371		$	2,873,961
Net charge-offs to average loan type:
Commercial construction		0.07	%		(0.08	)%		(0.05	)%		0.40	%		(0.01	)%
Commercial secured by real estate		0.03			0.06			0.17			0.14			0.13
Commercial other		0.43			0.25			0.39			0.47			0.39
Real estate construction		0.17			0.05			0.00			0.32			0.21
Real estate mortgage		0.09			0.13			0.07			0.13			0.18
Home equity		0.11			0.05			0.18			0.05			0.08
Consumer direct		0.48			0.39			0.33			0.48			0.71
Consumer indirect		0.39			0.64			0.61			0.67			0.55
Total		0.18	%		0.20	%		0.24	%		0.28	%		0.25	%
Other ratios:
Allowance to net loans, end of year		1.08	%		1.12	%		1.16	%		1.22	%		1.26	%
Provision for loan losses to average loans		0.15	%		0.20	%		0.25	%		0.27	%		0.31	%

24

The allowance for loan and lease losses balance is maintained at a level considered adequate to cover anticipated probable losses based on past loss experience, general economic conditions, information about specific borrower situations including their financial position and collateral values, and other factors and estimates which are subject to change over time.  This analysis is completed quarterly and forms the basis for allocation of the loan loss reserve and what charges to the provision may be required.  See notes 1, 4, and 7 to the consolidated financial statements for further information.

Average Deposits and Other Borrowed Funds

(in thousands)	2019		2018		2017
Deposits:
Noninterest bearing deposits	$	828,281	$	810,270	$	778,304
NOW accounts		52,346		57,166		49,975
Money market accounts		983,530		755,970		668,609
Savings accounts		406,207		421,426		415,563
Certificates of deposit of $100,000 or more		534,835		669,386		628,165
Certificates of deposit < $100,000 and other time deposits		576,878		586,644		615,016
Total deposits		3,382,077		3,300,862		3,155,632
Other borrowed funds:
Repurchase agreements and federal funds purchased		233,484		244,647		258,419
Advances from Federal Home Loan Bank		1,959		1,512		38,287
Long-term debt		59,341		59,341		60,042
Total other borrowed funds		294,874		305,500		356,748
Total deposits and other borrowed funds	$	3,676,951	$	3,606,362	$	3,512,380

The maximum balance for federal funds purchased and repurchase agreements at any month-end during 2019 occurred at November 30, 2019, with a month-end balance of $241.7 million.  The maximum balance for federal funds purchased and repurchase agreements at any month-end during 2018 occurred at June 30, 2018, with a month-end balance of $256.8 million.  The maximum balance for federal funds purchased and repurchase agreements at any month-end during 2017 occurred at March 31, 2017, with a month-end balance of $268.9 million.

25

Maturities and/or repricing of time deposits of $100,000 or more outstanding at December 31, 2019 are summarized as follows:

(in thousands)	Certificates of Deposit		Other Time Deposits		Total
Three months or less	$	85,209	$	6,911	$	92,120
Over three through six months		85,173		7,771		92,944
Over six through twelve months		245,799		17,208		263,007
Over twelve through sixty months		125,256		24,100		149,356
Over sixty months		201		0		201
	$	541,638	$	55,990	$	597,628

Item 2. Properties

Our main office, which is owned by Community Trust Bank, Inc., is located at 346 North Mayo Trail, Pikeville, Kentucky 41501.  Following is a schedule of properties owned and leased by CTBI and its subsidiaries as of December 31, 2019:

Location			Owned	Leased	Total
Banking locations:
Community Trust Bank, Inc.
*	Pikeville Market (lease land at 3 owned locations)		9	1	10
		10 locations in Pike County, Kentucky
	Floyd/Knott/Johnson Market (lease land at 1 owned location)		3	1	4
		2 locations in Floyd County, Kentucky, 1 location in Knott County, Kentucky, and 1 location in Johnson County, Kentucky
	Tug Valley Market (lease land at 1 owned location)		2	0	2
		1 location in Pike County, Kentucky, 1 location in Mingo County, West Virginia
	Whitesburg Market (lease land at 1 owned location)		4	1	5
		5 locations in Letcher County, Kentucky
	Hazard Market (lease land at 2 owned locations)		3	0	3
		3 locations in Perry County, Kentucky
*	Lexington Market (lease land at 3 owned locations)		4	2	6
		6 locations in Fayette County, Kentucky
	Winchester Market		2	0	2
		2 locations in Clark County, Kentucky
	Richmond Market (lease land at 1 owned location)		3	0	3
		3 locations in Madison County, Kentucky
	Mt. Sterling Market		2	0	2
		2 locations in Montgomery County, Kentucky
*	Versailles Market (lease land at 1 owned location)		2	3	5
		2 locations in Woodford County, Kentucky, 2 locations in Franklin County, Kentucky, and 1 location in Scott County, Kentucky
	Danville Market (lease land at 1 owned location)		3	0	3
		2 locations in Boyle County, Kentucky and 1 location in Mercer County, Kentucky
*	Ashland Market (lease land at 1 owned location)		5	0	5
		4 locations in Boyd County, Kentucky and 1 location in Greenup County, Kentucky
	Flemingsburg Market		3	0	3
		3 locations in Fleming County, Kentucky
	Advantage Valley Market		3	1	4
		2 locations in Lincoln County, West Virginia, 1 location in Wayne County, West Virginia, and 1 location in Cabell County, West Virginia
	Summersville Market		1	0	1
		1 location in Nicholas County, West Virginia
	Middlesboro Market (lease land at 1 owned location)		3	0	3
		3 locations in Bell County, Kentucky
	Williamsburg Market		5	0	5
		2 locations in Whitley County, Kentucky and 3 locations in Laurel County, Kentucky
	Campbellsville Market (lease land at 2 owned locations)		8	0	8
		2 locations in Taylor County, Kentucky, 2 locations in Pulaski County, Kentucky, 1 location in Adair County, Kentucky, 1 location in Green County, Kentucky, 1 location in Russell County, Kentucky, and 1 location in Marion County, Kentucky
	Mt. Vernon Market		2	0	2
		2 locations in Rockcastle County, Kentucky
*	LaFollette Market		3	0	3
		2 locations in Campbell County, Tennessee and 1 location in Anderson County, Tennessee
Total banking locations			70	9	79
Operational locations:
Community Trust Bank, Inc.
	Pikeville (Pike County, Kentucky) (lease land at 1 owned location)		1	0	1
Total operational locations			1	0	1
Total locations			71	9	80

*Community Trust and Investment Company has leased offices in the main office locations in these markets.

26

See notes 8 and 16 to the consolidated financial statements included herein for the year ended December 31, 2019, for additional information relating to lease commitments and amounts invested in premises and equipment.

Item 3. Legal Proceedings

CTBI and subsidiaries, and from time to time, our officers, are named defendants in legal actions arising from ordinary business activities.  Management, after consultation with legal counsel, believes any pending actions are without merit or that the ultimate liability, if any, will not materially affect our consolidated financial position or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

27

Information about our Executive Officers

Set forth below are the executive officers of CTBI, their positions with CTBI, and the year in which they first became an executive officer.

Name and Age (1)	Positions and Offices Currently Held	Date First Became Executive Officer		Principal Occupation
Jean R. Hale; 73	Chairman, President and  CEO	1992		Chairman, President and CEO of Community Trust Bancorp, Inc.
Mark A. Gooch; 61	Executive Vice President and  Secretary	1997		President and CEO of Community Trust Bank, Inc.
Larry W. Jones; 73	Executive Vice President	2002		Executive Vice President/ Central Kentucky Region President of Community Trust Bank, Inc.
James B. Draughn; 60	Executive Vice President	2001		Executive Vice President/Operations of Community Trust Bank, Inc.
Kevin J. Stumbo; 59	Executive Vice President, Chief Financial Officer, and Treasurer	2002		Executive Vice President/ Chief Financial Officer of Community Trust Bank, Inc.
Ricky D. Sparkman; 57	Executive Vice President	2002		Executive Vice President/ South Central Region President of Community Trust Bank, Inc.
Richard W. Newsom; 65	Executive Vice President	2002		Executive Vice President/ Eastern Region President of Community Trust Bank, Inc.
James J. Gartner; 78	Executive Vice President	2002		Executive Vice President/ Chief Credit Officer of Community Trust Bank, Inc.
Steven E. Jameson; 63	Executive Vice President	2004	(2)	Executive Vice President/ Chief Internal Audit & Risk Officer
D. Andrew Jones; 57	Executive Vice President	2010		Executive Vice President/ Northeastern Region President of Community Trust Bank, Inc.
Andy D. Waters; 54	Executive Vice President	2011		President and CEO of Community Trust and Investment Company
C. Wayne Hancock; 45	Executive Vice President	2014	(3)	Executive Vice President/Senior Staff Attorney

(1) The ages listed for CTBI’s executive officers are as of February 28, 2020.

(2) Mr. Jameson is a non-voting member of the Executive Committee.

(3) Mr. Hancock was employed as Senior Staff Attorney of Community Trust Bank, Inc. in September 2008.  He was promoted to Senior Vice President in April 2009 and named Executive Vice President in April 2014.

28

PART II

Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities

Our common stock is listed on The NASDAQ Global Select Market under the symbol CTBI.  As of January 31, 2020, there were approximately 5,200 holders of record of our outstanding common shares.

Dividends

The annual dividend paid to our stockholders was increased from $1.38 per share to $1.48 per share during 2019.  We have adopted a conservative policy of cash dividends by generally maintaining an average annual cash dividend ratio of approximately 45%, with periodic stock dividends.  The current year cash dividend ratio was 40.7%.  Dividends are typically paid on a quarterly basis.  Future dividends are subject to the discretion of CTBI’s Board of Directors, cash needs, general business conditions, dividends from our subsidiaries, and applicable governmental regulations and policies.  For information concerning restrictions on dividends from the subsidiary bank to CTBI, see note 21 to the consolidated financial statements included herein for the year ended December 31, 2019.

29

Stock Repurchases

CTBI did not acquire any shares of common stock through the stock repurchase program during the years 2019 and 2018. There are 67,371 shares remaining under CTBI’s current repurchase authorization. For further information, see the Stock Repurchase Program section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Securities Authorized for Issuance Under Equity Compensation Plans

For information concerning securities authorized for issuance under CTBI’s equity compensation plans, see Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Common Stock Performance

The following graph shows the cumulative total return experienced by CTBI’s shareholders during the last five years compared to the NASDAQ Stock Market (U.S.) and the NASDAQ Bank Stock Index.  The graph assumes the investment of $100 on December 31, 2014 in CTBI’s common stock and in each index and the reinvestment of all dividends paid during the five-year period.

Comparison of 5 Year Cumulative Total Return

among Community Trust Bancorp, Inc., NASDAQ Stock Market (U.S.),

and NASDAQ Bank Stocks

Fiscal Year Ending December 31 ($)
	2014	2015	2016	2017	2018	2019
Community Trust Bancorp, Inc.	100.00	98.83	143.77	140.29	122.09	148.33
NASDAQ Stock Market (U.S.)	100.00	100.48	113.55	137.83	130.33	170.96
NASDAQ Bank Stocks	100.00	102.21	129.34	153.13	128.02	175.61

30

Item 6. Selected Financial Data 2015-2019

 (in thousands except ratios, per share amounts and # of employees)

Year Ended December 31	2019			2018			2017			2016			2015
Interest income	$	185,398		$	171,450		$	155,696		$	146,576		$	144,020
Interest expense		40,513			29,295			18,294			13,555			11,773
Net interest income		144,885			142,155			137,402			133,021			132,247
Provision for loan losses		4,819			6,167			7,521			7,872			8,650
Noninterest income		50,184			51,952			48,508			48,441			46,809
Noninterest expense		118,258			117,398			109,878			107,126			105,443
Income before income taxes		71,992			70,542			68,511			66,464			64,963
Income taxes		7,452			11,314			17,018			19,118			18,531
Net income	$	64,540		$	59,228		$	51,493		$	47,346		$	46,432
Per common share:
Basic earnings per share	$	3.64		$	3.35		$	2.92		$	2.70		$	2.66
Diluted earnings per share	$	3.64		$	3.35		$	2.92		$	2.70		$	2.66
Cash dividends declared-	$	1.48		$	1.38		$	1.30		$	1.26		$	1.22
as a % of net income		40.66	%		41.19	%		44.52	%		46.67	%		45.86	%
Book value, end of year	$	34.56		$	31.81		$	30.00		$	28.40		$	27.12
Market price, end of year	$	46.64		$	39.61		$	47.10		$	49.60		$	34.96
Market to book value, end of year		1.35	x		1.25	x		1.57	x		1.75	x		1.29	x
Price/earnings ratio, end of year		12.81	x		11.82	x		16.13	x		18.37	x		13.14	x
Cash dividend yield, for the year		3.17	%		3.48	%		2.76	%		2.54	%		3.49	%
At year-end:
Total assets	$	4,366,003		$	4,201,616		$	4,136,231		$	3,932,169		$	3,903,934
Long-term debt		57,841			59,341			59,341			61,341			61,341
Shareholders’ equity		614,886			564,150			530,699			500,615			475,583
Averages:
Assets	$	4,328,024		$	4,187,397		$	4,068,970		$	3,920,257		$	3,790,282
Deposits, including repurchase agreements		3,610,589			3,540,717			3,406,627			3,306,550			3,201,545
Earning assets		4,043,975			3,913,596			3,799,128			3,652,714			3,524,506
Loans		3,195,662			3,150,878			3,048,879			2,916,031			2,791,871
Shareholders’ equity		595,337			546,641			518,767			494,398			465,682
Profitability ratios:
Return on average assets		1.49	%		1.41	%		1.27	%		1.21	%		1.23	%
Return on average equity		10.84			10.83			9.93			9.58			9.97
Capital ratios:
Equity to assets, end of year		14.08	%		13.43	%		12.83	%		12.73	%		12.18	%
Average equity to average assets		13.76			13.05			12.75			12.61			12.29
Risk based capital ratios:
Tier 1 leverage		14.01	%		13.51	%		12.89	%		12.75	%		12.40	%
Common equity Tier 1 capital		17.18			16.27			15.33			15.18			14.58
Tier 1 capital		18.94			18.12			17.22			17.25			16.70
Total capital		20.05			19.29			18.41			18.50			17.95
Other significant ratios:
Allowance to net loans, end of year		1.08	%		1.12	%		1.16	%		1.22	%		1.26	%
Allowance to nonperforming loans, end of year		104.39			162.73			127.76			130.81			126.16
Nonperforming assets to loans and foreclosed properties, end of year		1.62			1.53			1.92			2.13			2.38
Net interest margin, tax equivalent		3.60			3.66			3.67			3.70			3.81
Efficiency ratio*		60.70			60.17			58.66			58.54			58.20
Other statistics:
Average common shares outstanding		17,724			17,687			17,631			17,548			17,431
Number of full-time equivalent employees, end of year		1,000			978			990			996			984

* Efficiency ratio is calculated by dividing noninterest expense by net interest income (tax equivalent) plus noninterest income minus securities gains (losses).

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Quarterly Financial Data

(Unaudited)

(in thousands except ratios and per share amounts)

Three Months Ended	December 31			September 30			June 30			March 31
2019
Net interest income	$	36,356		$	36,519		$	36,027		$	35,983
Net interest income, taxable equivalent basis		36,532			36,702			36,219			36,203
Provision for loan losses		1,813			1,253			1,563			190
Noninterest income		13,373			12,389			12,252			12,170
Noninterest expense		29,263			29,882			30,030			29,083
Net income		16,008			15,269			18,324			14,939
Per common share:
Basic earnings per share	$	0.90		$	0.86		$	1.03		$	0.84
Diluted earnings per share		0.90			0.86			1.03			0.84
Dividends declared		0.38			0.38			0.36			0.36
Selected ratios:
Return on average assets, annualized		1.46	%		1.40	%		1.69	%		1.42	%
Return on average common equity, annualized		10.35			10.02			12.45			10.58
Net interest margin, annualized		3.55			3.59			3.57			3.70

Three Months Ended	December 31			September 30			June 30			March 31
2018
Net interest income	$	36,280		$	36,136		$	35,148		$	34,591
Net interest income, taxable equivalent basis		36,504			36,362			35,376			34,815
Provision for loan losses		1,749			1,543			1,929			946
Noninterest income		12,239			12,663			13,740			13,310
Noninterest expense		28,172			28,106			32,439			28,681
Net income		15,709			16,106			11,599			15,814
Per common share:
Basic earnings per share	$	0.89		$	0.91		$	0.66		$	0.89
Diluted earnings per share		0.89			0.91			0.66			0.89
Dividends declared		0.36			0.36			0.33			0.33
Selected ratios:
Return on average assets, annualized		1.48	%		1.52	%		1.11	%		1.55	%
Return on average common equity, annualized		11.16			11.62			8.56			12.00
Net interest margin, annualized		3.68			3.68			3.61			3.65

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Community Trust Bancorp, Inc., our operations, and our present business environment.  The MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes thereto contained in Item 8 of this annual report.  The MD&A includes the following sections:

❖ Our Business

❖ Financial Goals and Performance

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❖ Results of Operations and Financial Condition

❖ Contractual Obligations and Commitments

❖ Liquidity and Market Risk

❖ Interest Rate Risk

❖ Capital Resources

❖ Impact of Inflation, Changing Prices, and Economic Conditions

❖ Stock Repurchase Program

❖ Critical Accounting Policies and Estimates

Our Business

Community Trust Bancorp, Inc. (“CTBI”) is a bank holding company headquartered in Pikeville, Kentucky.  Currently, we own one commercial bank, Community Trust Bank, Inc. (“CTB”) and one trust company, Community Trust and Investment Company.  Through our subsidiaries, we have seventy-nine banking locations in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee, four trust offices across Kentucky, and one trust office in northeastern Tennessee.  At December 31, 2019, we had total consolidated assets of $4.4 billion and total consolidated deposits, including repurchase agreements, of $3.6 billion.  Total shareholders’ equity at December 31, 2019 was $614.9 million.  Trust assets under management, which are excluded from CTBI’s total consolidated assets, at December 31, 2019, were $2.2 billion.  Trust assets under management include CTB’s investment portfolio totaling $0.6 billion.

Through its subsidiaries, CTBI engages in a wide range of commercial and personal banking and trust and wealth management activities, which include accepting time and demand deposits; making secured and unsecured loans to corporations, individuals and others; providing cash management services to corporate and individual customers; issuing letters of credit; renting safe deposit boxes; and providing funds transfer services.  The lending activities of CTB include making commercial, construction, mortgage, and personal loans.  Lease-financing, lines of credit, revolving lines of credit, term loans, and other specialized loans, including asset-based financing, are also available.  Our corporate subsidiaries act as trustees of personal trusts, as executors of estates, as trustees for employee benefit trusts, as paying agents for bond and stock issues, as investment agent, as depositories for securities, and as providers of full service brokerage and insurance services.  For further information, see Item 1 of this annual report.

Financial Goals and Performance

The following table shows the primary measurements used by management to assess annual performance.  The goals in the table below should not be viewed as a forecast of our performance for 2020.  Rather, the goals represent a range of target performance for 2020.  There is no assurance that any or all of these goals will be achieved.  See “Cautionary Statement Regarding Forward Looking Statements.”

	2019 Goals	2019 Performance	2020 Goals
Basic earnings per share	$3.45 - $3.52	$3.64	$3.23 - $3.29
Net income	$61.3 - $62.6 million	$64.5 million	$57.5 - $58.6 million
ROAA	1.44% - 1.47%	1.49%	1.29% - 1.32%
ROAE	10.57% - 10.79%	10.84%	9.09% - 9.28%
Revenues	$189.0 - $194.7 million	$195.1 million	$197.8 - $201.8 million
Noninterest revenue as of % of total revenue	23.00% - 26.00%	25.34%	24.00% - 26.00%
Assets	$4.20 - $4.46 billion	$4.37 billion	$4.39 - $4.66 billion
Loans	$3.31 - $3.45 billion	$3.25 billion	$3.33 - $3.47 billion
Deposits, including repurchase agreements	$3.56 - $3.71 billion	$3.63 billion	$3.69 - $3.84 billion
Shareholders’ equity	$584.0 - $607.8 million	$614.9 million	$632.1 - $657.9 million

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Results of Operations and Financial Condition

We reported record earnings of $64.5 million, or $3.64 per basic share, for the year ended December 31, 2019 compared to $59.2 million, or $3.35 per basic share, for the year ended December 31, 2018.  The increase in earnings year over year was impacted by a decrease in income tax expense, resulting from the 2019 changes in Kentucky tax law. In March and April of 2019, Kentucky enacted legislation requiring financial institutions to transition from a bank franchise tax to the Kentucky corporate income tax beginning in 2021 and provided guidance on combining returns with entities that have net operating loss carryforwards.  As a result, in 2019, we recognized a net state income tax benefit of $2.7 million, or $0.15 per basic share, to record our Kentucky deferred tax asset at December 31, 2019.

2019 Highlights

❖ Net interest income for the year ended December 31, 2019 increased $2.7 million, or 1.9%, from December 31, 2018 with a 6 basis point decrease in our net interest margin and a $130.4 million increase in average earning assets.

❖ Provision for loan losses for the year ended December 31, 2019 decreased $1.3 million, or 21.9%, from December 31, 2018.

❖ Our loan portfolio increased $40.0 million, or 1.2%, from December 31, 2018.

❖ Net loan charge-offs for the year ended December 31, 2019 were $5.6 million, or 0.18% of average loans annualized, compared to $6.4 million, or 0.20%, experienced for the year 2018.

❖ Nonperforming loans at $33.6 million increased $11.6 million, or 52.4%, from December 31, 2018.  Nonperforming assets at $53.1 million increased $3.7 million, or 7.5%, from December 31, 2018.

❖ Deposits, including repurchase agreements, increased $93.8 million, or 2.7%, from December 31, 2018.

❖ Noninterest income for the year ended December 31, 2019 was a $1.8 million, or 3.4%, decrease from prior year.  The decrease in noninterest income from prior year resulted from decreases in trust revenue, insurance commissions, loan related fees, net gains on other real estate owned, and bank owned life insurance proceeds.  These declines were partially offset by increases in gains on sales of loans, deposit service charges, and securities gains.

❖ Noninterest expense for the year ended December 31, 2019 was $118.3 million, a $0.9 million, or 0.7%, increase from prior year.  The year over year increase included increases in personnel expense, data processing expense, and net other real estate owned expense, offset partially by decreases in FDIC insurance premiums, occupancy expense, and repossession expense.

34

Income Statement Review

(dollars in thousands)										Change 2019 vs. 2018
Year Ended December 31	2019			2018			2017			Amount			Percent
Net interest income	$	144,885		$	142,155		$	137,402		$	2,730			1.9	%
Provision for loan losses		4,819			6,167			7,521			(1,348	)		(21.9	)
Noninterest income		50,184			51,952			48,508			(1,768	)		(3.4	)
Noninterest expense		118,258			117,398			109,878			860			0.7
Income taxes		7,452			11,314			17,018			(3,862	)		(34.1	)
Net income	$	64,540		$	59,228		$	51,493		$	5,312			9.0	%
Average earning assets	$	4,043,975		$	3,913,596		$	3,799,128		$	130,379			3.3	%
Yield on average earnings assets, tax equivalent*		4.60	%		4.40	%		4.15	%		0.20	%		4.5	%
Cost of interest bearing funds		1.42	%		1.05	%		0.67	%		0.37	%		35.7	%
Net interest margin, tax equivalent*		3.60	%		3.66	%		3.67	%		(0.06	)%		(1.5	)%

*Yield on average earning assets and net interest margin are computed on a taxable equivalent basis using a 21% tax rate for the years 2019 and 2018 and a 35% tax rate for the year 2017.

Net Interest Income

Net interest income for the year ended December 31, 2019 of $144.9 million increased $2.7 million, or 1.9%, from prior year.  Average earning assets increased $130.4 million over prior year.  Our yield on average earning assets increased 20 basis points from prior year, while our cost of interest bearing funds increased 37 basis points, largely due to market forces.  Our net interest margin for the year 2019 declined 6 basis points from 2018 to 3.60%.  Average loans to deposits, including repurchase agreements, for the year ended December 31, 2019 were 88.5% compared to 89.0% for the year ended December 31, 2018.

Provision for Loan Losses

The provision for loan losses added to the allowance for 2019 of $4.8 million was a $1.3 million decrease from prior year.  This provision represented a charge against current earnings in order to maintain the allowance at an appropriate level determined using the accounting estimates described in the Critical Accounting Policies and Estimates section.

Noninterest Income

Noninterest income for the year ended December 31, 2019 was $50.2 million, a $1.8 million, or 3.4%, decrease from prior year.  The decrease in noninterest income from prior year resulted from decreases in trust revenue ($0.5 million), insurance commissions ($0.2 million), loan related fees ($1.0 million), net gains on other real estate owned ($0.6 million), and bank owned life insurance proceeds ($1.3 million).  These declines were partially offset by increases in gains on sales of loans ($0.6 million), deposit service charges ($0.4 million), and securities gains ($0.9 million).  The decrease in loan related fees is due to a decline in the fair market value of our mortgage servicing rights.

Noninterest Expense

Noninterest expense for the year ended December 31, 2019 was $118.3 million, a $0.9 million, or 0.7%, increase from prior year.  The year over year increase included a $1.5 million increase in personnel expense, a $0.7 million increase in data processing expense, and a $1.2 million increase in net other real estate owned expense, offset partially by a $0.9 million decrease in FDIC insurance premiums, a $0.3 million decrease in occupancy expense, and a $0.2 million decrease in repossession expense.

* Please refer to the Management Discussion and Analysis in our annual report on Form 10-K for the year ended December 31, 2018 for more detailed income discussion related to the year 2017.

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Balance Sheet Review

CTBI’s total assets at $4.4 billion increased $164.4 million, or 3.9%, from December 31, 2018.  Loans outstanding at December 31, 2019 were $3.2 billion, increasing $40.0 million, or 1.2%, year over year.  We experienced growth during the year of $20.2 million in the commercial loan portfolio, $22.4 million in the residential loan portfolio, and $3.7 million in the consumer direct loan portfolio, offset partially by a $6.3 million decrease in the indirect loan portfolio.  CTBI’s investment portfolio increased $6.7 million, or 1.1%, from December 31, 2018.  Deposits in other banks increased $126.6 million from December 31, 2018.  Deposits, including repurchase agreements, at $3.6 billion increased $93.8 million, or 2.7%, from December 31, 2018.

Shareholders’ equity at December 31, 2019 was $614.9 million, a 9.0% increase from the $564.2 million at December 31, 2018.  CTBI’s annualized dividend yield to shareholders as of December 31, 2019 was 3.26%.

Loans

(in thousands)	December 31, 2019
Loan Category	Balance		Variance from Prior Year			Net Charge- Offs			Nonperforming		ALLL
Commercial:
Construction	$	104,809		26.7	%	$	(60	)	$	467	$	1,299
Secured by real estate		1,169,975		(1.1	)		(369	)		12,579		14,025
Equipment lease financing		481		(72.4	)		0			0		4
Other commercial		389,683		3.3			(1,670	)		6,425		6,355
Total commercial		1,664,948		1.2			(2,099	)		19,471		21,683
Residential:
Real estate construction		63,350		10.8			(100	)		634		372
Real estate mortgage		733,003		1.5			(615	)		11,909		4,232
Home equity		111,894		5.3			(116	)		1,060		897
Total residential		908,247		2.5			(831	)		13,603		5,501
Consumer:
Consumer direct		148,051		2.6			(700	)		97		1,711
Consumer indirect		527,418		(1.2	)		(2,001	)		448		6,201
Total consumer		675,469		(0.4	)		(2,701	)		545		7,912
Total loans	$	3,248,664		1.2	%	$	(5,631	)	$	33,619	$	35,096

Asset Quality

CTBI’s total nonperforming loans, not including troubled debt restructurings, were $33.6 million, or 1.03% of total loans, at December 31, 2019 compared to $22.1 million, or 0.69% of total loans, at December 31, 2018.  Accruing loans 90+ days past increased $9.4 million from December 31, 2018.  Nonaccrual loans increased $2.1 million from December 31, 2018.  Accruing loans 30-89 days past due at $22.9 million was an increase of $0.3 million from December 31, 2018.  We are currently working with three of our customers with total loans outstanding of approximately $11.2 million as they work their way through financial difficulties.  While we do not expect significant losses in these credits, we expect it may take some time before these issues are resolved and as a result our total level of past due loans may remain elevated for several quarters.  Our loan portfolio management processes focus on the immediate identification, management, and resolution of problem loans to maximize recovery and minimize loss.  Our loan portfolio risk management processes include weekly delinquent loan review meetings at the market levels and monthly delinquent loan review meetings involving senior corporate management to review all nonaccrual loans and loans 30 days or more past due.  Any activity regarding a criticized/classified loan (i.e. problem loan) must be approved by CTB’s Watch List Asset Committee (i.e. Problem Loan Committee).  CTB’s Watch List Asset Committee also meets on a quarterly basis and reviews every criticized/classified loan of $100,000 or greater.  We also have a Loan Review Department that reviews every market within CTB annually and performs extensive testing of the loan portfolio to assure the accuracy of loan grades and classifications for delinquency, troubled debt restructuring, impaired status, impairment, nonaccrual status, and adequate loan loss reserves.  The Loan Review Department has annually reviewed on average 95% of the outstanding commercial loan portfolio for the past three years.  The average annual review percentage of the consumer and residential loan portfolio for the past three years was 85% based on the loan production during the number of months included in the review scope.  The review scope is generally four to six months of production.

36

Impaired loans, loans not expected to meet contractual principal and interest payments, at December 31, 2019 totaled $57.8 million compared to $46.4 million at December 31, 2018.  Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired.  At December 31, 2019, CTBI had $41.4 million in commercial loans secured by real estate, $3.0 million in commercial real estate construction loans, $11.1 million in commercial other loans, and $2.3 million in real estate mortgage loans that were modified in troubled debt restructurings and/or impaired.  Management evaluates all impaired loans for impairment and records a direct charge-off or provides specific reserves when necessary.

For further information regarding nonperforming and impaired loans, see note 4 to the consolidated financial statements.

CTBI generally does not offer high risk loans such as option ARM products, high loan to value ratio mortgages, interest-only loans, loans with initial teaser rates, or loans with negative amortizations, and therefore, CTBI would have no significant exposure to these products.

Our level of foreclosed properties at $19.5 million at December 31, 2019 was a decrease of $7.8 million from the $27.3 million at December 31, 2018.  Sales of foreclosed properties for the year ended December 31, 2019 totaled $6.9 million while new foreclosed properties totaled $3.4 million.  At December 31, 2019, the book value of properties under contracts to sell was $3.1 million; however, the closings had not occurred at year-end.

When foreclosed properties are acquired, appraisals are obtained and the properties are booked at the current market value less expected sales costs.  Additionally, periodic updated appraisals are obtained on unsold foreclosed properties.  When an updated appraisal reflects a fair market value below the current book value, a charge is booked to current earnings to reduce the property to its new market value less expected sales costs.  Charges to earnings in 2019 to reflect the decrease in current market values of foreclosed properties totaled $4.3 million.  There were 42 properties reappraised during 2019.  Of these, 31 were written down by a total of $2.3 million.  Charges during the year ended December 31, 2018 were $2.5 million.  Our policy for determining the frequency of periodic reviews is based upon consideration of the specific properties and the known or perceived market fluctuations in a particular market and is typically between 12 and 18 months but generally not more than 24 months.  Approximately ninety-two percent of our OREO properties have appraisals dated within the past 18 months.  Management anticipates that our foreclosed properties will remain elevated as we work through current market conditions.

The appraisal aging analysis of foreclosed properties, as well as the holding period, at December 31, 2019 is shown below:

(in thousands)
Appraisal Aging Analysis					Holding Period Analysis
Days Since Last Appraisal	Number of Properties		Current Book Value		Holding Period	Current Book Value
Up to 3 months		8	$	8,074	Less than one year	$	2,835
3 to 6 months		34		5,068	1 year		2,067
6 to 9 months		6		887	2 years		795
9 to 12 months		15		1,977	3 years		289
12 to 18 months		28		1,962	4 years		3,370
18 to 24 months		10		1,498	5 years		1,215
Over 24 months		1		14	6 years*		75
Total		102	$	19,480	7 years*		938
					8 years*		7,896
					Total	$	19,480

* Regulatory approval is required and has been obtained to hold these properties beyond the initial period of 5 years.  Additional approval may be required to continue to hold these properties should they not be liquidated during the extension period, which is typically one year.  To the extent we are not able to sell a foreclosed property in 10 years, we will be required to relinquish ownership of that property.

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As of December 31, 2018, foreclosed property with a total book value of $2.4 million had been held by us for at least nine years.  During the first nine months of 2019, we disposed of all of these properties at a loss of $0.9 million. At December 31, 2019, we held no foreclosed property for nine years or more.  However, if certain properties are left unsold, we will have properties reach the nine year holding period in the year 2020.

Net loan charge-offs for the year were $5.6 million, or 0.18% of average loans annualized, a decrease from prior year’s $6.4 million, or 0.20% of average loans annualized.  Of the total net charge-offs, $2.1 million were in commercial loans, $2.0 million were in indirect auto loans, $0.8 million were in residential real estate mortgage loans, and $0.7 million were in direct consumer loans.

Our loan loss reserve as a percentage of total loans outstanding at December 31, 2019 decreased to 1.08% from the 1.12% at December 31, 2018.  Our reserve coverage (allowance for loan and lease loss reserve to nonperforming loans) was 104.4% at December 31, 2019 compared to 162.7% at December 31, 2018.

Contractual Obligations and Commitments

As disclosed in the notes to the consolidated financial statements, we have certain obligations and commitments to make future payments under contracts.  At December 31, 2019, the aggregate contractual obligations and commitments are:

Contractual Obligations:	Payments Due by Period
(in thousands)	Total		1 Year		2-5 Years		After 5 Years
Deposits without stated maturity	$	2,306,412	$	2,306,412	$	0	$	0
Certificates of deposit and other time deposits		1,099,160		856,430		242,125		605
Repurchase agreements and federal funds purchased		234,823		234,823		0		0
Advances from Federal Home Loan Bank		415		22		82		311
Interest on advances from Federal Home Loan Bank*		1		0		1		0
Long-term debt		57,841		0		0		57,841
Interest on long-term debt*		39,060		2,071		8,132		28,857
Annual rental commitments under leases		20,036		1,745		6,653		11,638
Total contractual obligations	$	3,757,748	$	3,401,503	$	256,993	$	99,252

*The amounts provided as interest on advances from Federal Home Loan Bank and interest on long-term debt assume the liabilities will not be prepaid and interest is calculated to their individual maturities.

The interest on $57.8 million in long-term debt is calculated based on the three-month LIBOR plus 1.59% until its maturity of June 1, 2037.  The three-month LIBOR rate is projected using the most likely rate forecast from assumptions incorporated in the interest rate risk model and is determined two business days prior to the interest payment date.  These assumptions are uncertain, and as a result, the actual payments will differ from the projection due to changes in economic conditions.

Other Commitments:	Amount of Commitment - Expiration by Period
(in thousands)	Total		1 Year		2-5 Years		After 5 Years
Standby letters of credit	$	30,679	$	29,691	$	988	$	0
Commitments to extend credit		564,229		434,304		77,365		52,560
Total other commitments	$	594,908	$	463,995	$	78,353	$	52,560

Commitments to extend credit and standby letters of credit do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.  Refer to note 18 to the consolidated financial statements for additional information regarding other commitments.

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Liquidity and Market Risk

The objective of CTBI’s Asset/Liability management function is to maintain consistent growth in net interest income within our policy limits. This objective is accomplished through management of our consolidated balance sheet composition, liquidity, and interest rate risk exposures arising from changing economic conditions, interest rates, and customer preferences. The goal of liquidity management is to provide adequate funds to meet changes in loan and lease demand or deposit withdrawals. This is accomplished by maintaining liquid assets in the form of cash and cash equivalents and investment securities, sufficient unused borrowing capacity, and growth in core deposits and wholesale funding (including the use of wholesale brokered deposits). As of December 31, 2019, we had approximately $264.7 million in cash and cash equivalents and approximately $599.8 million in securities valued at estimated fair value designated as available-for-sale and available to meet liquidity needs on a continuing basis compared to $141.5 million and $593.7 million at December 31, 2018.  Additional asset-driven liquidity is provided by the remainder of the securities portfolio and the repayment of loans.  In addition to core deposit funding, we also have a variety of other short-term and long-term funding sources available.  As of December 31, 2019, we had wholesale brokered deposits outstanding of $37.1 million with a weighted average maturity of 0.71 years compared to $42.3 million with a weighted average maturity of maturity of 1.58 years at December 31, 2018.  We also rely on Federal Home Loan Bank advances for both liquidity and management of our asset/liability position.  Federal Home Loan Bank advances were $0.4 million at December 31, 2019 and December 31, 2018.  As of December 31, 2019, we had a $391.9 million available borrowing position with the Federal Home Loan Bank compared to $312.2 million at December 31, 2018.  We generally rely upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash for our investing activities.  As is typical of many financial institutions, significant financing activities include deposit gathering, use of short-term borrowing facilities such as repurchase agreements and federal funds purchased, use of wholesale brokered deposits, and issuance of long-term debt.  At December 31, 2019 and December 31, 2018, we had $45 million in lines of credit with various correspondent banks available to meet any future cash needs.  Our primary investing activities include purchases of securities and loan originations.  We do not rely on any one source of liquidity and manage availability in response to changing consolidated balance sheet needs.  Included in our cash and cash equivalents at December 31, 2019 were deposits with the Federal Reserve of $203.6 million compared to $73.5 million at December 31, 2018.  At December 31, 2018, cash and cash equivalents included federal funds sold of $1.1 million; however, we had no federal funds sold as of December 31, 2019.  Additionally, we project cash flows from our investment portfolio to generate additional liquidity over the next 90 days.

The investment portfolio consists of investment grade short-term issues suitable for bank investments.  The majority of the investment portfolio is in U.S. government and government sponsored agency issuances.  At the end of 2019, available-for-sale (“AFS”) securities comprised substantially all of the total investment portfolio, and the AFS portfolio was approximately 98% of equity capital.  Ninety-four percent of the pledge eligible portfolio was pledged.

Interest Rate Risk

We consider interest rate risk one of our most significant market risks. Interest rate risk is the exposure to adverse changes in net interest income due to changes in interest rates.  Consistency of our net interest revenue is largely dependent upon the effective management of interest rate risk.  We employ a variety of measurement techniques to identify and manage our interest rate risk including the use of an earnings simulation model to analyze net interest income sensitivity to changing interest rates.  The model is based on actual cash flows and repricing characteristics for on and off-balance sheet instruments and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and liabilities.  Assumptions based on the historical behavior of deposit rates and balances in relation to changes in interest rates are also incorporated into the model.  These assumptions are inherently uncertain, and as a result, the model cannot precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income.  Actual results will differ from simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.

CTBI’s Asset/Liability Management Committee (ALCO), which includes executive and senior management representatives and reports to the Board of Directors, monitors and manages interest rate risk within Board-approved policy limits.  Our current exposure to interest rate risks is determined by measuring the anticipated change in net interest income spread evenly over the twelve-month period.

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The following table shows our estimated earnings sensitivity profile as of December 31, 2019:

Change in Interest Rates (basis points)		Percentage Change in Net Interest Income (12 Months)
	+400		11.22	%
	+300		8.61	%
	+200		5.78	%
	+100		2.83	%
	-100		(2.65	)%

The following table shows our estimated earnings sensitivity profile as of December 31, 2018:

Change in Interest Rates (basis points)		Percentage Change in Net Interest Income (12 Months)
	+400		10.26	%
	+300		7.89	%
	+200		5.43	%
	+100		2.8	%
	-100		(2.73	)%
	-200		(4.90	)%

The simulation model used the yield curve spread evenly over a twelve-month period.  The measurement at December 31, 2019 estimates that our net interest income in an up-rate environment would increase by 11.22% at a 400 basis point change, 8.61% increase at a 300 basis point change, 5.78% increase at a 200 basis point change, and a 2.83% increase at a 100 basis point change.  In a down-rate environment, net interest income would decrease 2.65% at a 100 basis point change over one year.  In order to reduce the exposure to interest rate fluctuations and to manage liquidity, we have developed sale procedures for several types of interest-sensitive assets.  Primarily all long-term, fixed rate single family residential mortgage loans underwritten according to Federal Home Loan Mortgage Corporation guidelines are sold for cash upon origination or originated under terms where they could be sold.  Periodically, additional assets such as commercial loans are also sold.  In 2019 and 2018, $94.5 million and $56.7 million, respectively, were realized on the sale of fixed rate residential mortgages.  We focus our efforts on consistent net interest revenue and net interest margin growth through each of the retail and wholesale business lines.  We do not currently engage in trading activities.

The preceding analysis was prepared using a rate ramp analysis which attempts to spread changes evenly over a specified time period as opposed to a rate shock which measures the impact of an immediate change.  Had these measurements been prepared using the rate shock method, the results would vary.

Our static repricing gap as of December 31, 2019 is presented below.  In the 12 month cumulative repricing gap, rate sensitive liabilities (“RSL”) exceeded rate sensitive assets (“RSA”) by $295.0 million.

(dollars in thousands)	1-3 Months			4-6 Months			7-9 Months			10-12 Months			2-3 Years			4-5 Years			> 5 Years
Assets	$	1,535,477		$	276,520		$	226,529		$	251,621		$	993,572		$	463,368		$	618,917
Liabilities and equity		1,782,035			161,664			267,400			374,013			166,118			81,008			1,533,765
Periodic repricing gap		(246,559	)		114,856			(40,871	)		(122,392	)		827,454			382,360			(914,848	)
Cumulative gap		(246,559	)		(131,703	)		(172,573	)		(294,966	)		532,488			914,848			0
RSA/RSL		0.86	x		1.71	x		0.85	x		0.67	x		5.98	x		5.72	x		0.40	x
Cumulative gap to total assets		(5.65	)%		(3.02	)%		(3.95	)%		(6.76	)%		12.20	%		20.95	%		0.00	%

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Capital Resources

We continue to grow our shareholders’ equity while also providing an annual dividend yield for the year 2019 of 3.17% to shareholders.  Shareholders’ equity increased 9.0% from December 31, 2018 to $614.9 million at December 31, 2019.  Our primary source of capital growth is the retention of earnings.  Cash dividends were $1.48 per share for 2019 compared to $1.38 per share for 2018.  We retained 59.3% of our earnings in 2019 compared to 58.8% in 2018.

Basel III

On July 2, 2013, the Federal Reserve approved final rules that substantially amended the regulatory risk-based capital rules applicable to CTBI and CTB.  The FDIC subsequently approved these rules.  The final rules implemented the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The rules included new risk-based capital and leverage ratios, which were phased in from 2015 to January 2019, and refined the definition of what constitutes “capital” for purposes of calculating those ratios.  The minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4% for all institutions.  The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital.  The capital conservation buffer began to be phased in on January 1, 2016 at 0.625% of risk-weighted assets increased by 0.625% annually until fully implemented in January 2019.  An institution is subject to limitations on certain activities including payment of dividends, share repurchases, and discretionary bonuses to executive officers if its capital level is below the total capital plus capital conservation buffer amount.

The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including CTB, if their capital levels begin to show signs of weakness.  These revisions took effect January 1, 2015.  Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” (i) a common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8%; (iii) a total capital ratio of 10%; and (iv) a Tier 1 leverage ratio of 5%.  We currently satisfy the well-capitalized and the capital conservation standards, and based on our current capital composition and levels, we anticipate that our capital ratios, on a Basel III basis, will continue to exceed the well-capitalized minimum capital requirements and capital conservation buffer standards.

On October 29, 2019, the Federal Reserve Board, the FDIC and the Office of the Comptroller of the Currency adopted a final rule to simplify the regulatory capital requirements for eligible community banks and holding companies that opt-in to the community bank leverage ratio framework (the “CBLR framework”), as required by Section 201 of the Economic Growth, Relief and Consumer Protection Act of 2018.  Under the final rule, which became effective as of January 1, 2020, community banks and holding companies (which would include CTB and CTBI) that satisfy certain qualifying criteria, including having less than $10 billion in average total consolidated assets and a leverage ratio (referred to as the “community bank leverage ratio”) of greater than 9%, would be eligible to opt-in to the CBLR framework.  The community bank leverage ratio is the ratio of a banking organization’s Tier 1 capital to its average total consolidated assets, both as reported on the banking organization’s applicable regulatory filings. If this election is made, CTBI and CTB would satisfy their regulatory capital standards by calculating and reporting the community bank leverage ratio instead of the risk-weighted capital ratios and minimum leverage ratio currently required and would be deemed “well-capitalized” under the Federal Reserve Board’s and FDIC’s prompt corrective action rules so long as they continue to satisfy the qualifying criteria of the CBLR framework.  CTBI has not yet decided whether it will take advantage of the new CBLR framework or will continue with the existing layered ratio structure.  Under either framework, CTBI and CTB would be considered well-capitalized under the applicable guidelines.

As of December 31, 2019, CTBI had a common equity Tier 1 capital ratio of 17.18%, a Tier 1 capital ratio of 18.94%, a total capital ratio of 20.05%, and a Tier 1 leverage ratio of 14.01%.  Our capital conservation buffer at December 31, 2019 was 12.05%.  See note 21 to the consolidated financial statements for further information.

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In December 2017, the Basel Committee on Banking Supervision unveiled the latest round of its regulatory framework, commonly referred to as Basel IV.  The framework makes changes to the capital framework of Basel III and is targeted for a timeframe of 2022-2027 for implementation.  The new framework appears designed to limit the flexibility of financial institutions using advanced approaches to calculate credit and other risks and also makes significant amendments to the standardized approaches to credit risk, credit valuation adjustment risk, and operational risk.  The manner and the form in which the Basel IV framework will be implemented in the U.S. are uncertain.

As of December 31, 2019, we are not aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have, or are reasonably likely to have, a material adverse impact on our liquidity, capital resources, or operations.

Impact of Inflation, Changing Prices, and Economic Conditions

The majority of our assets and liabilities are monetary in nature. Therefore, CTBI differs greatly from most commercial and industrial companies that have significant investment in nonmonetary assets, such as fixed assets and inventories.  However, inflation does have an important impact on the growth of assets in the banking industry and on the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity to assets ratio.  Inflation also affects other expenses, which tend to rise during periods of general inflation.

We believe one of the most significant impacts on financial and operating results is our ability to react to changes in interest rates.  We seek to maintain an essentially balanced position between interest rate sensitive assets and liabilities in order to protect against the effects of wide interest rate fluctuations.

Beginning in 2008, the U.S. economy faced a severe economic crisis including a major recession from which recovery was slow and uneven.  Commerce and business growth in certain regions in the U.S. remains reduced and local governments and many businesses continue to experience financial difficulty.  In some areas of the U.S., including certain parts of our service area, unemployment levels remain elevated.  There can be no assurance that these conditions will continue to improve and these conditions could worsen.  In addition, the level of U.S. debt, the Federal Open Market Committee’s monetary policy, potential volatility in oil prices, U.S. tax law modifications, political events, and trade policies may have a destabilizing effect on financial markets or a negative effect on the economy.

Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business environment in the markets where we operate, in the states of Kentucky, West Virginia, and Tennessee and in the United States as a whole.  While unemployment rates have improved in all of the markets in which we operate, unemployment rates in our markets remain high compared to the national average.  A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, low unemployment, high business and investor confidence, and strong business earnings.  Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; or a combination of these or other factors.

While economic conditions in the United States and worldwide have improved since the recession, there can be no assurance that this improvement will continue or that another recession will not occur.  Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing, and savings habits.  Such conditions could adversely affect the credit quality of our loans and our business, financial condition, and results of operations.

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Stock Repurchase Program

CTBI’s stock repurchase program began in December 1998 with the authorization to acquire up to 500,000 shares and was increased by an additional 1,000,000 shares in both July 2000 and May 2003.  We have not repurchased any shares of our common stock since February 2008.  There are currently 67,370 shares remaining under CTBI’s current repurchase authorization.  As of December 31, 2019, a total of 2,432,630 shares have been repurchased through this program.  The following table shows Board authorizations and repurchases made through the stock repurchase program for the years 1998 through 2019:

	Board Authorizations	Repurchases*		Shares Available for Repurchase
		Average Price ($)	# of Shares
1998	500,000	-	0
1999	0	14.45	144,669
2000	1,000,000	10.25	763,470
2001	0	13.35	489,440
2002	0	17.71	396,316
2003	1,000,000	19.62	259,235
2004	0	23.14	60,500
2005	0	-	0
2006	0	-	0
2007	0	28.56	216,150
2008	0	25.53	102,850
2009-2019	0	-	0
Total	2,500,000	15.93	2,432,630	67,370

*Repurchased shares and average prices have been restated to reflect stock dividends that have occurred; however, board authorized shares have not been adjusted.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements and related notes.  Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates.  Such differences could be material to the consolidated financial statements.

We believe the application of accounting policies and the estimates required therein are reasonable.  These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change.  Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates.

Our accounting policies are described in note 1 to the consolidated financial statements.  We have identified the following critical accounting policies:

Investments – Management determines the classification of securities at purchase.  We classify debt securities into held-to-maturity, trading, or available-for-sale categories.  Held-to-maturity securities are those which we have the positive intent and ability to hold to maturity and are reported at amortized cost.  In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 320, Investments – Debt Securities, investments in debt securities that are not classified as held-to-maturity shall be classified in one of the following categories and measured at fair value in the statement of financial position:

a. Trading securities. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time) shall be classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used with the objective of generating profits on short-term differences in price.

b. Available-for-sale securities. Investments not classified as trading securities (nor as held-to-maturity securities) shall be classified as available-for-sale securities.

We do not have any securities that are classified as trading securities.  Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of shareholders’ equity, net of tax.  If declines in fair value are other than temporary, the carrying value of the securities is written down to fair value as a realized loss with a charge to income for the portion attributable to credit losses and a charge to other comprehensive income for the portion that is not credit related.

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Gains or losses on disposition of debt securities are computed by specific identification for those securities.  Interest and dividend income, adjusted by amortization of purchase premium or discount, is included in earnings.

When the fair value of a security is below its amortized cost, and depending on the length of time the condition exists and the extent the fair market value is below amortized cost, additional analysis is performed to determine whether an other than temporary impairment condition exists.  Available-for-sale and held-to-maturity securities are analyzed quarterly for possible other than temporary impairment.  The analysis considers (i) whether we have the intent to sell our securities prior to recovery and/or maturity and (ii) whether it is more likely than not that we will not have to sell our securities prior to recovery and/or maturity.  Often, the information available to conduct these assessments is limited and rapidly changing, making estimates of fair value subject to judgment.  If actual information or conditions are different than estimated, the extent of the impairment of the security may be different than previously estimated, which could have a material effect on CTBI’s results of operations and financial condition.

Subsequent to the January 1, 2018 effective date of ASU 2016-01, ASC 320 applies only to debt securities and ASC 321, Investments – Equity Securities, applies to equity securities.  ASC 321 requires equity investments (except those accounted for under the equity method and those that result in the consolidation of the investee) to be measured at fair value, with changes in fair values recognized in net income.

Equity securities with a readily determinable fair value are required to be measured at fair value, with changes in fair value recognized through net income.  Equity securities without a readily determinable fair value are carried at cost, less any impairment, if any, plus or minus changes resulting from observable price changes for identical or similar investments.  An election can be made, as permitted by ASC 321-10-35-2, to subsequently measure an equity security without a readily determinable fair value, at fair value.  Equity securities held by CTBI include securities without readily determinable fair values.  CTBI has elected to account for these securities at fair value.  The fair value of these securities was determined by a third party service provider using Level 3 inputs as defined in ASC 820, Fair Value Measurement, and changes in fair value are recognized in income.

Loans – Loans with the ability and the intent to be held until maturity and/or payoff are reported at the carrying value of unpaid principal reduced by unearned interest, an allowance for loan and lease losses, and unamortized deferred fees or costs.  Income is recorded on the level yield basis.  Interest accrual is discontinued when management believes, after considering economic and business conditions, collateral value, and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful.  Any loan greater than 90 days past due must be well secured and in the process of collection to continue accruing interest.  Cash payments received on nonaccrual loans generally are applied against principal, and interest income is only recorded once principal recovery is reasonably assured.  Loans are not reclassified as accruing until principal and interest payments remain current for a period of time, generally six months, and future payments appear reasonably certain.  Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired.  A restructuring of a debt constitutes a troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.

Loan origination and commitment fees and certain direct loan origination costs are deferred and the net amount amortized over the estimated life of the related loans, leases, or commitments as a yield adjustment.

Allowance for Loan and Lease Losses – We maintain an allowance for loan and lease losses (“ALLL”) at a level that is appropriate to cover estimated credit losses on individually evaluated loans determined to be impaired, as well as estimated credit losses inherent in the remainder of the loan and lease portfolio.  Credit losses are charged and recoveries are credited to the ALLL.

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We utilize an internal risk grading system for commercial credits.  Those larger commercial credits that exhibit probable or observed credit weaknesses are subject to individual review.  The borrower’s cash flow, adequacy of collateral coverage, and other options available to CTBI, including legal remedies, are evaluated.  The review of individual loans includes those loans that are impaired as defined by ASC 310-10-35, Impairment of a Loan.  We evaluate the collectability of both principal and interest when assessing the need for loss provision.  Historical loss rates are analyzed and applied to other commercial loans not subject to specific allocations.  The ALLL allocation for this pool of commercial loans is established based on the historical average, maximum, minimum, and median loss ratios.

A loan is considered impaired when, based on current information and events, it is probable that CTBI will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Homogenous loans, such as consumer installment, residential mortgages, and home equity lines are not individually risk graded.  The associated ALLL for these loans is measured under ASC 450, Contingencies.

When any secured commercial loan is considered uncollectable, whether past due or not, a current assessment of the value of the underlying collateral is made.  If the balance of the loan exceeds the fair value of the collateral, the loan is placed on nonaccrual and the loan is charged down to the value of the collateral less estimated cost to sell or a specific reserve equal to the difference between book value of the loan and the fair value assigned to the collateral is created until such time as the loan is foreclosed.  When the foreclosed collateral has been legally assigned to CTBI, the estimated fair value of the collateral less costs to sell is then transferred to other real estate owned or other repossessed assets, and a charge-off is taken for any remaining balance.  When any unsecured commercial loan is considered uncollectable the loan is charged off no later than at 90 days past due.

All closed-end consumer loans (excluding conventional 1-4 family residential loans and installment and revolving loans secured by real estate) are charged off no later than 120 days (5 monthly payments) delinquent.  If a loan is considered uncollectable, it is charged off earlier than 120 days delinquent.  For conventional 1-4 family residential loans and installment and revolving loans secured by real estate, when a loan is 90 days past due, a current assessment of the value of the real estate is made.  If the balance of the loan exceeds the fair value of the property, the loan is placed on nonaccrual.  Foreclosure proceedings are normally initiated after 120 days.  When the foreclosed property has been legally assigned to CTBI, the fair value less estimated costs to sell is transferred to other real estate owned and the remaining balance is taken as a charge-off.

Historical loss rates for loans are adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition.  We use twelve rolling quarters for our historical loss rate analysis.  Factors that we consider include delinquency trends, current economic conditions and trends, strength of supervision and administration of the loan portfolio, levels of underperforming loans, level of recoveries to prior year’s charge-offs, trends in loan losses, industry concentrations and their relative strengths, amount of unsecured loans, and underwriting exceptions.  Management continually reevaluates the other subjective factors included in its ALLL analysis.

Other Real Estate Owned – When foreclosed properties are acquired, appraisals are obtained and the properties are booked at the current fair market value less expected sales costs.  Additionally, periodic updated appraisals are obtained on unsold foreclosed properties.  When an updated appraisal reflects a fair market value below the current book value, a charge is booked to current earnings to reduce the property to its new fair market value less expected sales costs.  Our policy for determining the frequency of periodic reviews is based upon consideration of the specific properties and the known or perceived market fluctuations in a particular market and is typically between 12 and 18 months but generally not more than 24 months.  All revenues and expenses related to the carrying of other real estate owned are recognized through the income statement.

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Income Taxes – Income tax expense is based on the taxes due on the consolidated tax return plus deferred taxes based on the expected future tax benefits and consequences of temporary differences between carrying amounts and tax bases of assets and liabilities, using enacted tax rates.  Any interest and penalties incurred in connection with income taxes are recorded as a component of income tax expense in the consolidated financial statements.  During the years ended December 31, 2019, 2018, and 2017, CTBI has not recognized a significant amount of interest expense or penalties in connection with income taxes.

As a bank and trust company doing business in Kentucky, CTB and CTIC are subject to a capital-based Kentucky franchise tax and exempt from Kentucky corporate income tax.  However, in March 2019, Kentucky enacted HB354, which will transition CTB and CTIC from the franchise tax to a corporate income tax beginning January 1, 2021.  The current Kentucky corporate income tax rate is 5%.  As of March 31, 2019, CTBI recorded a deferred tax liability, net of the federal benefit, of $1.0 million due to the enactment of HB354.  While this deferred tax liability may be adjusted in 2020, we do not anticipate any further adjustments to have a significant impact to income.

In April 2019, Kentucky enacted HB458.  HB458 allows for combined state income tax filing with CTBI, CTB, and CTIC.  CTBI had previously filed a separate company return and generated net operating losses, in which it had maintained a valuation allowance against the related deferred tax asset.  HB458 also allows for certain net operating losses to be utilized on a combined return.  CTBI expects to file a combined return, beginning in 2021, and to utilize these previously generated losses.  The tax benefit recorded in 2019 to reverse the valuation allowance on the deferred tax asset for these losses was $3.7 million.

As a result of these Kentucky tax law changes, in 2019, we recognized a state income tax benefit of $2.7 million, or $0.15 per basic share, net of federal income tax expense.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

CTBI currently does not engage in any hedging activity or any derivative activity which management considers material.  Analysis of CTBI’s interest rate sensitivity can be found in the Interest Rate Risk section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 8.  Financial Statements and Supplementary Data

Community Trust Bancorp, Inc.

Consolidated Balance Sheets

(dollars in thousands) December 31	2019			2018
Assets:
Cash and due from banks	$	58,680		$	64,632
Interest bearing deposits		206,003			75,718
Federal funds sold		0			1,100
Cash and cash equivalents		264,683			141,450
Certificates of deposit in other banks		245			3,920
Securities available-for-sale at fair value (amortized cost of $593,945 and $602,114, respectively)		599,844			593,746
Securities held-to-maturity at amortized cost (fair value of $517 and $649, respectively)		517			649
Equity securities at fair value		1,953			1,173
Loans held for sale		1,167			2,461
Loans		3,248,664			3,208,638
Allowance for loan and lease losses		(35,096	)		(35,908	)
Net loans		3,213,568			3,172,730
Premises and equipment, net		44,046			45,291
Right-of-use asset		14,550			0
Federal Home Loan Bank stock		10,474			14,713
Federal Reserve Bank stock		4,887			4,887
Goodwill		65,490			65,490
Bank owned life insurance		69,269			67,076
Mortgage servicing rights		3,263			3,607
Other real estate owned		19,480			27,273
Accrued interest receivable		14,836			14,432
Other assets		37,731			42,718
Total assets	$	4,366,003		$	4,201,616
Liabilities and shareholders’ equity:
Deposits:
Noninterest bearing	$	865,760		$	803,316
Interest bearing		2,539,812			2,502,634
Total deposits		3,405,572			3,305,950
Repurchase agreements		226,917			232,712
Federal funds purchased		7,906			1,180
Advances from Federal Home Loan Bank		415			436
Long-term debt		57,841			59,341
Deferred taxes		5,110			3,363
Operating lease liability		13,729			0
Finance lease liability		1,456			0
Accrued interest payable		2,839			2,902
Other liabilities		29,332			31,582
Total liabilities		3,751,117			3,637,466
Commitments and contingencies (notes 18 and 20)
Shareholders’ equity:
Preferred stock, 300,000 shares authorized and unissued		-			-
Common stock, $5.00 par value, shares authorized 25,000,000; shares outstanding 2019 – 17,793,165; 2018 – 17,732,853		88,966			88,665
Capital surplus		224,907			223,161
Retained earnings		296,760			258,935
Accumulated other comprehensive income (loss), net of tax		4,253			(6,611	)
Total shareholders’ equity		614,886			564,150
Total liabilities and shareholders’ equity	$	4,366,003		$	4,201,616

See notes to consolidated financial statements.

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Consolidated Statements of Income and Comprehensive Income

(in thousands except per share data) Year Ended December 31	2019		2018			2017
Interest income:
Interest and fees on loans, including loans held for sale	$	164,991	$	154,552		$	141,497
Interest and dividends on securities:
Taxable		12,516		10,015			8,715
Tax exempt		2,354		2,796			3,011
Interest and dividends on Federal Reserve Bank and Federal Home Loan Bank stock		947		1,303			1,189
Interest on Federal Reserve Bank deposits		4,434		2,525			1,068
Other, including interest on federal funds sold		156		259			216
Total interest income		185,398		171,450			155,696
Interest expense:
Interest on deposits		33,371		23,714			14,350
Interest on repurchase agreements and federal funds purchased		4,631		3,312			1,832
Interest on advances from Federal Home Loan Bank		39		27			427
Interest on long-term debt		2,472		2,242			1,685
Total interest expense		40,513		29,295			18,294
Net interest income		144,885		142,155			137,402
Provision for loan losses		4,819		6,167			7,521
Net interest income after provision for loan losses		140,066		135,988			129,881
Noninterest income:
Service charges on deposit accounts		26,359		25,974			25,121
Gains on sales of loans, net		1,880		1,288			1,320
Trust and wealth management income		10,804		11,313			10,453
Loan related fees		2,742		3,729			3,678
Bank owned life insurance		2,397		3,672			2,172
Brokerage revenue		1,367		1,354			1,324
Securities gains (losses)		783		(85	)		73
Other noninterest income		3,852		4,707			4,367
Total noninterest income		50,184		51,952			48,508
Noninterest expense:
Officer salaries and employee benefits		12,614		12,906			11,823
Other salaries and employee benefits		50,413		48,656			47,006
Occupancy, net		7,845		8,167			8,072
Equipment		3,000		2,878			3,049
Data processing		7,417		6,680			7,100
Bank franchise tax		6,771		6,557			5,478
Legal fees		1,968		1,637			1,668
Professional fees		2,188		2,093			1,991
Advertising and marketing		3,283		2,995			2,721
FDIC insurance		266		1,171			1,239
Other real estate owned provision and expense		5,490		4,324			4,500
Repossession expense		1,042		1,249			911
Amortization of limited partnership investments		3,422		2,527			2,419
Other noninterest expense		12,539		15,558			11,901
Total noninterest expense		118,258		117,398			109,878
Income before income taxes		71,992		70,542			68,511
Income taxes		7,452		11,314			17,018
Net income	$	64,540	$	59,228		$	51,493
Other comprehensive income (loss):
Unrealized holding gains (losses) on securities available-for-sale:
Unrealized holding gains (losses) arising during the period		14,270		(5,393	)		(820	)
Less: Reclassification adjustments for realized gains (losses) included in net income		3		(821	)		73
Tax expense (benefit)		3,403		(960	)		(312	)
Other comprehensive income (loss), net of tax		10,864		(3,612	)		(581	)
Comprehensive income	$	75,404	$	55,616		$	50,912
Basic earnings per share	$	3.64	$	3.35		$	2.92
Diluted earnings per share	$	3.64	$	3.35		$	2.92
Weighted average shares outstanding-basic		17,724		17,687			17,631
Weighted average shares outstanding-diluted		17,740		17,703			17,653

See notes to consolidated financial statements.

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Consolidated Statements of Changes in Shareholders’ Equity

(in thousands except per share and share amounts)	Common Shares			Common Stock			Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss), Net of Tax			Total
Balance, January 1, 2017		17,628,695		$	88,144		$	219,697		$	195,078		$	(2,304	)	$	500,615
Net income											51,493						51,493
Other comprehensive loss, net of tax of $(312)														(581	)		(581	)
Cash dividends declared ($1.30 per share)											(22,924	)					(22,924	)
Issuance of common stock		55,191			276			1,237									1,513
Issuance of restricted stock		23,668			118			(118	)								0
Vesting of restricted stock		(11,965	)		(60	)		60									0
Forfeiture of restricted stock		(2,677	)		(13	)		13									0
Stock-based compensation								583									583
Implementation of ASU 2018-02											621			(621	)		0
Balance, December 31, 2017		17,692,912			88,465			221,472			224,268			(3,506	)		530,699
Net income											59,228						59,228
Other comprehensive loss, net of tax of $(960)														(3,612	)		(3,612	)
Cash dividends declared ($1.38 per share)											(24,412	)					(24,412	)
Issuance of common stock		42,133			211			1,019									1,230
Issuance of restricted stock		11,320			57			(57	)								0
Vesting of restricted stock		(11,997	)		(60	)		60									0
Forfeiture of restricted stock		(1,515	)		(8	)		8									0
Stock-based compensation								659									659
Implementation of ASU 2014-09											358						358
Implementation of ASU 2016-01											(507	)		507			0
Balance, December 31, 2018		17,732,853			88,665			223,161			258,935			(6,611	)		564,150
Net income											64,540						64,540
Other comprehensive income, net of tax of $3,403														10,864			10,864
Cash dividends declared ($1.48 per share)											(26,235	)					(26,235	)
Issuance of common stock		45,639			228			1,036									1,264
Issuance of restricted stock		27,921			140			(140	)								0
Vesting of restricted stock		(12,660	)		(64	)		64									0
Forfeiture of restricted stock		(588	)		(3	)		3									0
Stock-based compensation								783									783
Implementation of ASU 2016-02											(480	)		0			(480	)
Balance, December 31, 2019		17,793,165		$	88,966		$	224,907		$	296,760		$	4,253		$	614,886

See notes to consolidated financial statements.

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Consolidated Statements of Cash Flows

(in thousands) Year Ended December 31	2019			2018			2017
Cash flows from operating activities:
Net income	$	64,540		$	59,228		$	51,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,515			3,786			4,007
Deferred taxes		(1,412	)		(246	)		(3,090	)
Stock-based compensation		859			710			636
Provision for loan losses		4,819			6,167			7,521
Write-downs of other real estate owned and other repossessed assets		4,295			2,530			3,034
Gains on sale of loans held for sale		(1,880	)		(1,288	)		(1,320	)
Securities (gains) losses		(3	)		85			(73	)
Fair value adjustment in equity securities		(780	)		0			0
Gain on debt repurchase		(219	)		0			(560	)
Gains (losses) on sale of assets, net		360			(175	)		40
Proceeds from sale of mortgage loans held for sale		94,507			56,689			59,400
Funding of mortgage loans held for sale		(91,333	)		(56,829	)		(57,869	)
Amortization of securities premiums and discounts, net		5,042			4,679			3,437
Change in cash surrender value of bank owned life insurance		(1,567	)		(2,924	)		(1,473	)
Payment of operating lease liabilities		(1,663	)		0			0
Mortgage servicing rights:
Fair value adjustments		975			343			361
New servicing assets created		(631	)		(466	)		(412	)
Changes in:
Accrued interest receivable		(404	)		(1,094	)		(1,416	)
Other assets		4,941			(14,694	)		(2,996	)
Accrued interest payable		(63	)		(674	)		(1,028	)
Other liabilities		(2,440	)		9,660			2,659
Net cash provided by operating activities		83,458			65,487			62,351
Cash flows from investing activities:
Certificates of deposit in other banks:
Purchase of certificates of deposit		0			0			(11,760	)
Maturity of certificates of deposit		3,675			5,880			2,940
Securities available-for-sale (AFS):
Purchase of AFS securities		(196,727	)		(281,511	)		(231,680	)
Proceeds from sales of AFS securities		25,734			153,315			87,472
Proceeds from prepayments, calls, and maturities of AFS securities		174,125			109,701			159,584
Securities held-to-maturity (HTM):
Proceeds from prepayments and maturities of HTM securities		132			10			207
Change in loans, net		(46,162	)		(93,151	)		(194,548	)
Purchase of premises and equipment		(2,570	)		(2,832	)		(2,400	)
Proceeds from sale and retirement of premises and equipment		48			97			25
Redemption of stock by Federal Home Loan Bank		4,239			3,214			0
Proceeds from sale of other real estate owned and repossessed assets		3,641			3,485			3,574
Additional investment in bank owned life insurance		(1,241	)		0			0
Proceeds from settlement of bank owned life insurance		615			1,202			0
Net cash used in investing activities		(34,491	)		(100,590	)		(186,586	)
Cash flows from financing activities:
Change in deposits, net		99,622			42,087			182,555
Change in repurchase agreements and federal funds purchased, net		931			(17,234	)		(4,755	)
Advances from Federal Home Loan Bank		30,000			0			350,000
Payments on advances from Federal Home Loan Bank		(30,021	)		(409	)		(350,099	)
Payment of finance lease liabilities		(14	)		0			0
Repurchase of long-term debt		(1,281	)		0			(1,440	)
Issuance of common stock		1,264			1,230			1,513
Dividends paid		(26,235	)		(24,395	)		(22,981	)
Net cash provided by financing activities		74,266			1,279			154,793
Net increase (decrease) in cash and cash equivalents		123,233			(33,824	)		30,558
Cash and cash equivalents at beginning of year		141,450			175,274			144,716
Cash and cash equivalents at end of year	$	264,683		$	141,450		$	175,274
Supplemental disclosures:
Income taxes paid	$	9,988		$	9,700		$	21,400
Interest paid		40,576			28,621			17,266
Non-cash activities:
Loans to facilitate the sale of other real estate owned and repossessed assets		2,879			4,385			2,679
Common stock dividends accrued, paid in subsequent quarter		221			221			205
Real estate acquired in settlement of loans		3,384			5,459			5,235

See notes to consolidated financial statements.

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Notes to Consolidated Financial Statements

1. Accounting Policies

Basis of Presentation – The consolidated financial statements include Community Trust Bancorp, Inc. (“CTBI”) and its subsidiaries, including its principal subsidiary, Community Trust Bank, Inc. (“CTB”).  Intercompany transactions and accounts have been eliminated in consolidation.

Nature of Operations – Substantially all assets, liabilities, revenues, and expenses are related to banking operations, including lending, investing of funds, obtaining of deposits, trust and wealth management operations, full service brokerage operations, and other financing activities.  All of our business offices and the majority of our business are located in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee.

Use of Estimates – In preparing the consolidated financial statements, management must make certain estimates and assumptions.  These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses, as well as affecting the disclosures provided.  Future results could differ from the current estimates.  Such estimates include, but are not limited to, the allowance for loan and lease losses, valuation of other real estate owned, fair value of securities and mortgage servicing rights, goodwill, and valuation of deferred tax assets.

The accompanying financial statements have been prepared using values and information currently available to CTBI.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan and lease losses, and capital.

Cash and Cash Equivalents – CTBI considers all liquid investments with original maturities of three months or less to be cash equivalents.  Cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits in other financial institutions, and federal funds sold.  Generally, federal funds are sold for one-day periods.

Certificates of Deposit in Other Banks – Certificates of deposit in other banks generally mature within 18 months and are carried at cost.

Investments – Management determines the classification of securities at purchase.  We classify debt securities into held-to-maturity, trading, or available-for-sale categories.  Held-to-maturity securities are those which we have the positive intent and ability to hold to maturity and are reported at amortized cost.  In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 320, Investments – Debt Securities, investments in debt securities that are not classified as held-to-maturity shall be classified in one of the following categories and measured at fair value in the statement of financial position:

a. Trading securities. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time) shall be classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used with the objective of generating profits on short-term differences in price.

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b. Available-for-sale securities. Investments not classified as trading securities (nor as held-to-maturity securities) shall be classified as available-for-sale securities.

We do not have any securities that are classified as trading securities.  Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of shareholders’ equity, net of tax.  If declines in fair value are other than temporary, the carrying value of the securities is written down to fair value as a realized loss with a charge to income for the portion attributable to credit losses and a charge to other comprehensive income for the portion that is not credit related.

Gains or losses on disposition of debt securities are computed by specific identification for those securities.  Interest and dividend income, adjusted by amortization of purchase premium or discount, is included in earnings.

When the fair value of a security is below its amortized cost, and depending on the length of time the condition exists and the extent the fair market value is below amortized cost, additional analysis is performed to determine whether an other than temporary impairment condition exists.  Available-for-sale and held-to-maturity securities are analyzed quarterly for possible other than temporary impairment.  The analysis considers (i) whether we have the intent to sell our securities prior to recovery and/or maturity and (ii) whether it is more likely than not that we will not have to sell our securities prior to recovery and/or maturity.  Often, the information available to conduct these assessments is limited and rapidly changing, making estimates of fair value subject to judgment.  If actual information or conditions are different than estimated, the extent of the impairment of the security may be different than previously estimated, which could have a material effect on CTBI’s results of operations and financial condition.

Subsequent to the January 1, 2018 effective date of ASU 2016-01, ASC 320 applies only to debt securities and ASC 321, Investments – Equity Securities, applies to equity securities.  ASC 321 requires equity investments (except those accounted for under the equity method and those that result in the consolidation of the investee) to be measured at fair value, with changes in fair values recognized in net income.

Equity securities with a readily determinable fair value are required to be measured at fair value, with changes in fair value recognized through net income.  Equity securities without a readily determinable fair value are carried at cost, less any impairment, if any, plus or minus changes resulting from observable price changes for identical or similar investments.  An election can be made, as permitted by ASC 321-10-35-2, to subsequently measure an equity security without a readily determinable fair value, at fair value.  Equity securities held by CTBI include securities without readily determinable fair values.  CTBI has elected to account for these securities at fair value.  The fair value of these securities was determined by a third party service provider using Level 3 inputs as defined in ASC 820, Fair Value Measurement, and changes in fair value are recognized in income.

Loans – Loans with the ability and the intent to be held until maturity and/or payoff are reported at the carrying value of unpaid principal reduced by unearned interest, an allowance for loan and lease losses, and unamortized deferred fees or costs.  Income is recorded on the level yield basis.  Interest accrual is discontinued when management believes, after considering economic and business conditions, collateral value, and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful.  Any loan greater than 90 days past due must be well secured and in the process of collection to continue accruing interest.  Cash payments received on nonaccrual loans generally are applied against principal, and interest income is only recorded once principal recovery is reasonably assured.  Loans are not reclassified as accruing until principal and interest payments remain current for a period of time, generally six months, and future payments appear reasonably certain.  Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired.  A restructuring of a debt constitutes a troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.

52

Loan origination and commitment fees and certain direct loan origination costs are deferred and the net amount amortized over the estimated life of the related loans, leases, or commitments as a yield adjustment.

Leases – ASU 2016-02 established a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability for all leases with terms longer than 12 months.  Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.  A lease is treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee.  If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results.  ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract.

Transition: Comparative Reporting at Adoption

The amendments in ASU 2018-11 provide entities with an additional (and optional) transition method to adopt the new leases standard.  Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests.  Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current generally accepted accounting principles (“GAAP”) in Topic 840, Leases.  An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840.  The amendments do not change the existing disclosure requirements in Topic 840 (for example, they do not create interim disclosure requirements that entities previously were not required to provide).

Separating Components of a Contract

The amendments in ASU 2018-11 provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met:

● The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same.

● The lease component, if accounted for separately, would be classified as an operating lease.

An entity electing this practical expedient (including an entity that accounts for the combined component entirely in Topic 606) is required to disclose certain information, by class of underlying asset, as specified in the ASU.

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We elected the optional transition method of the modified retrospective approach provided in ASU 2018-11 which was applied on January 1, 2019.  CTBI also elected certain relief options offered in ASU 2016-02, including the package of practical expedients, the option not to separate lease and non-lease components, and instead to account for them as a single lease component for all classes of assets, the hindsight practical expedient to allow entities to use hindsight when determining lease term and impairment of right-of-use assets, and the option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less).

Allowance for Loan and Lease Losses – We maintain an allowance for loan and lease losses (“ALLL”) at a level that is appropriate to cover estimated credit losses on individually evaluated loans determined to be impaired, as well as estimated credit losses inherent in the remainder of the loan and lease portfolio.  Credit losses are charged and recoveries are credited to the ALLL.

We utilize an internal risk grading system for commercial credits.  Those larger commercial credits that exhibit probable or observed credit weaknesses are subject to individual review.  The borrower’s cash flow, adequacy of collateral coverage, and other options available to CTBI, including legal remedies, are evaluated.  The review of individual loans includes those loans that are impaired as defined by ASC 310-10-35, Impairment of a Loan.  We evaluate the collectability of both principal and interest when assessing the need for loss provision.  Historical loss rates are analyzed and applied to other commercial loans not subject to specific allocations.  The ALLL allocation for this pool of commercial loans is established based on the historical average, maximum, minimum, and median loss ratios.

A loan is considered impaired when, based on current information and events, it is probable that CTBI will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Homogenous loans, such as consumer installment, residential mortgages, and home equity lines are not individually risk graded.  The associated ALLL for these loans is measured under ASC 450, Contingencies.

When any secured commercial loan is considered uncollectable, whether past due or not, a current assessment of the value of the underlying collateral is made.  If the balance of the loan exceeds the fair value of the collateral, the loan is placed on nonaccrual and the loan is charged down to the value of the collateral less estimated cost to sell or a specific reserve equal to the difference between book value of the loan and the fair value assigned to the collateral is created until such time as the loan is foreclosed.  When the foreclosed collateral has been legally assigned to CTBI, the estimated fair value of the collateral less costs to sell is then transferred to other real estate owned or other repossessed assets, and a charge-off is taken for any remaining balance.  When any unsecured commercial loan is considered uncollectable the loan is charged off no later than at 90 days past due.

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All closed-end consumer loans (excluding conventional 1-4 family residential loans and installment and revolving loans secured by real estate) are charged off no later than 120 days (5 monthly payments) delinquent.  If a loan is considered uncollectable, it is charged off earlier than 120 days delinquent.  For conventional 1-4 family residential loans and installment and revolving loans secured by real estate, when a loan is 90 days past due, a current assessment of the value of the real estate is made.  If the balance of the loan exceeds the fair value of the property, the loan is placed on nonaccrual.  Foreclosure proceedings are normally initiated after 120 days.  When the foreclosed property has been legally assigned to CTBI, the fair value less estimated costs to sell is transferred to other real estate owned and the remaining balance is taken as a charge-off.

Historical loss rates for loans are adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition.  We use twelve rolling quarters for our historical loss rate analysis.  Factors that we consider include delinquency trends, current economic conditions and trends, strength of supervision and administration of the loan portfolio, levels of underperforming loans, level of recoveries to prior year’s charge-offs, trends in loan losses, industry concentrations and their relative strengths, amount of unsecured loans, and underwriting exceptions.  Management continually reevaluates the other subjective factors included in its ALLL analysis.

Loans Held for Sale – Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate.  Net unrealized losses, if any, are recognized by charges to income.  Gains and losses on loan sales are recorded in noninterest income.

Premises and Equipment – Premises and equipment are stated at cost less accumulated depreciation and amortization.  Capital leases are included in premises and equipment at the capitalized amount less accumulated amortization.  Premises and equipment are evaluated for impairment on a quarterly basis.

Depreciation and amortization are computed primarily using the straight-line method.  Estimated useful lives range up to 40 years for buildings, 2 to 10 years for furniture, fixtures, and equipment, and up to the lease term for leasehold improvements.  Capitalized leased assets are amortized on a straight-line basis over the lives of the respective leases.

Federal Home Loan Bank and Federal Reserve Stock – CTB is a member of the Federal Home Loan Bank (“FHLB”) system.  Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest additional amounts.  FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on the ultimate recovery par value.  Both cash and stock dividends are reported as income.

CTB is also a member of its regional Federal Reserve Bank.  Federal Reserve Bank stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on the ultimate recovery par value.  Both cash and stock dividends are reported as income.

Other Real Estate Owned – When foreclosed properties are acquired, appraisals are obtained and the properties are booked at the current fair market value less expected sales costs.  Additionally, periodic updated appraisals are obtained on unsold foreclosed properties.  When an updated appraisal reflects a fair market value below the current book value, a charge is booked to current earnings to reduce the property to its new fair market value less expected sales costs.  Our policy for determining the frequency of periodic reviews is based upon consideration of the specific properties and the known or perceived market fluctuations in a particular market and is typically between 12 and 18 months but generally not more than 24 months.  All revenues and expenses related to the carrying of other real estate owned are recognized through the income statement.

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Goodwill and Core Deposit Intangible – We evaluate total goodwill and core deposit intangible for impairment, based upon ASC 350, Intangibles-Goodwill and Other, using fair value techniques including multiples of price/equity.  Goodwill and core deposit intangible are evaluated for impairment on an annual basis or as other events may warrant.

The balance of goodwill, at $65.5 million, has not changed since January 1, 2015.   Our core deposit intangible has been fully amortized since December 31, 2017.

Transfers of Financial Assets – Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from CTBI—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) CTBI does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Revenue Recognition – The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures.  Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of noninterest income are as follows:

● Service charges on deposit accounts represents general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue.  Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed.  Payment for such performance obligations is generally received at the time the performance obligations are satisfied.

● Trust and wealth management income represents monthly or quarterly fees due from wealth management customers as consideration for managing the customers’ assets.  Wealth management and trust services include custody of assets, investment management, escrow services, fees for trust services, and similar fiduciary activities.  Revenue is recognized when our performance obligation is completed each month or quarter, which is generally the time that payment is received.

● Brokerage revenue is transaction based and collected upon the settlement of the transaction.  Other sales, such as life insurance, generate commissions from other third parties.  These fees are generally collected monthly.

● Other noninterest income primarily includes items such as letter of credit fees, gains on sale of loans held for sale and servicing fees related to mortgage and commercial loans, none of which are subject to the requirements of ASC 606.

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Income Taxes – Income tax expense is based on the taxes due on the consolidated tax return plus deferred taxes based on the expected future tax benefits and consequences of temporary differences between carrying amounts and tax bases of assets and liabilities, using enacted tax rates.  Any interest and penalties incurred in connection with income taxes are recorded as a component of income tax expense in the consolidated financial statements.  During the years ended December 31, 2019, 2018, and 2017, CTBI has not recognized a significant amount of interest expense or penalties in connection with income taxes.

As a bank and trust company doing business in Kentucky, CTB and CTIC are subject to a capital-based Kentucky franchise tax and exempt from Kentucky corporate income tax.  However, in March 2019, Kentucky enacted HB354, which will transition CTB and CTIC from the franchise tax to a corporate income tax beginning January 1, 2021.  The current Kentucky corporate income tax rate is 5%.  As of March 31, 2019, CTBI recorded a deferred tax liability, net of the federal benefit, of $1.0 million due to the enactment of HB354.  While this deferred tax liability may be adjusted in 2020, we do not anticipate any further adjustments to have a significant impact to income.

In April 2019, Kentucky enacted HB458.  HB458 allows for combined state income tax filing with CTBI, CTB, and CTIC.  CTBI had previously filed a separate company return and generated net operating losses, in which it had maintained a valuation allowance against the related deferred tax asset.  HB458 also allows for certain net operating losses to be utilized on a combined return.  CTBI expects to file a combined return, beginning in 2021, and to utilize these previously generated losses.  The tax benefit recorded in 2019 to reverse the valuation allowance on the deferred tax asset for these losses was $3.7 million.

As a result of these Kentucky tax law changes, in 2019, we recognized a state income tax benefit of $2.7 million, or $0.15 per basic share, net of federal income tax.

Earnings Per Share (“EPS”) – Basic EPS is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding, excluding restricted shares.

Diluted EPS adjusts the number of weighted average shares of common stock outstanding by the dilutive effect of stock options, including restricted shares, as prescribed in ASC 718, Share-Based Payment.

Segments – Management analyzes the operation of CTBI assuming one operating segment, community banking services.  CTBI, through its operating subsidiaries, offers a wide range of consumer and commercial community banking services.  These services include: (i) residential and commercial real estate loans; (ii) checking accounts; (iii) regular and term savings accounts and savings certificates; (iv) full service securities brokerage services; (v) consumer loans; (vi) debit cards; (vii) annuity and life insurance products; (viii) Individual Retirement Accounts and Keogh plans; (ix) commercial loans; (x) trust and wealth management services; (xi) commercial demand deposit accounts; and (xii) repurchase agreements.

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Bank Owned Life Insurance – CTBI’s bank owned life insurance policies are carried at their cash surrender value.  We recognize tax-free income from the periodic increases in cash surrender value of these policies and from death benefits.

Mortgage Servicing Rights – Mortgage servicing rights (“MSRs”) are carried at fair market value following the accounting guidance in ASC 860-50, Servicing Assets and Liabilities.  MSRs are valued using Level 3 inputs as defined in ASC 820, Fair Value Measurements.  The fair value is determined quarterly based on an independent third-party valuation using a discounted cash flow analysis and calculated using a computer pricing model.  The system used in this evaluation, Compass Point, attempts to quantify loan level idiosyncratic risk by calculating a risk derived value.  As a result, each loan’s unique characteristics determine the valuation assumptions ascribed to that loan.  Additionally, the computer valuation is based on key economic assumptions including the prepayment speeds of the underlying loans generated using the Andrew Davidson Prepayment Model, FHLMC/FNMA guidelines, the weighted-average life of the loan, the discount rate, the weighted-average coupon, and the weighted-average default rate, as applicable.  Along with the gains received from the sale of loans, fees are received for servicing loans.  These fees include late fees, which are recorded in interest income, and ancillary fees and monthly servicing fees, which are recorded in noninterest income.  Costs of servicing loans are charged to expense as incurred.  Changes in fair market value of the MSRs are reported as an increase or decrease to mortgage banking income.

Share-Based Compensation – CTBI has a share-based employee compensation plan, which is described more fully in note 15 below.  CTBI accounts for this plan under the recognition and measurement principles of ASC 718, Share-Based Payment.

Comprehensive Income – Comprehensive income consists of net income and other comprehensive income, net of applicable income taxes.  Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized appreciation (depreciation) on available-for-sale securities for which a portion of an other than temporary impairment has been recognized in income.

Transfers between Fair Value Hierarchy Levels – Transfers in and out of Level 1 (quoted market prices), Level 2 (other significant observable inputs), and Level 3 (significant unobservable inputs) are recognized on the period ending date.

Reclassifications – Certain reclassifications considered to be immaterial have been made in the prior year consolidated financial statements to conform to current year classifications.  These reclassifications had no effect on net income.

Revisions – Certain immaterial revisions have been made to the 2018 consolidated financial statements for amounts reported in the deferred tax footnote which are further described in note 14.  These revisions did not have a significant impact on the financial statement line items impacted.

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New Accounting Standards –

➢          Leases – In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).   ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months.  Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.  For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases.  A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee.  If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing. If the lessor does not convey risks and rewards or control, an operating lease results.  The amendments were effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public business entities.  Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with certain practical expedients available.

In August 2018, the FASB issued ASU 2018-11, Leases (Topic 842):  Targeted Improvements.  This ASU is intended to reduce costs and ease implementation of the leases standard for financial statement preparers.  ASU 2018-11 provides a new transition method and a practical expedient for separating components of a contract.

Transition: Comparative Reporting at Adoption

The amendments in ASU 2018-11 provide entities with an additional (and optional) transition method to adopt the new leases standard.  Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers’ requests.  Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP in Topic 840, Leases.  An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840.  The amendments do not change the existing disclosure requirements in Topic 840 (for example, they do not create interim disclosure requirements that entities previously were not required to provide).

Separating Components of a Contract

The amendments in ASU 2018-11 provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and both of the following are met:

● The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same.

● The lease component, if accounted for separately, would be classified as an operating lease.

An entity electing this practical expedient (including an entity that accounts for the combined component entirely in Topic 606) is required to disclose certain information, by class of underlying asset, as specified in the ASU.

We elected the optional transition method of the modified retrospective approach provided in ASU 2018-11 which was applied on January 1, 2019.  CTBI also elected certain relief options offered in ASU 2016-02, including the package of practical expedients, the option not to separate lease and non-lease components, and instead to account for them as a single lease component for all classes of assets, the hindsight practical expedient to allow entities to use hindsight when determining lease term and impairment of right-of-use assets, and the option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less).  Refer to note 16 below for further information regarding the impact of adoption.

➢          Accounting for Credit Losses – In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU is commonly referred to as CECL (Current Expected Credit Loss). The provisions of ASU 2016-13 were issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date.  This ASU requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis.  The amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current GAAP and reflect an entity’s current estimate of all expected credit losses.  The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets.

For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense.  Subsequent changes in the allowance for credit losses on PCD assets are recognized through the statement of income as a credit loss expense.

Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security.

ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.  As previously disclosed, CTBI formed an implementation team to oversee the adoption of the ASU including assessing the impact on its accounting and disclosures.  The implementation team was a cross-functional working group comprised of individuals from areas including credit, finance, and operations.  The team has established the historical data available and has identified the loan segments to be analyzed.  Credit losses for loans that no longer share similar risk characteristics are estimated on an individual basis.  The team has determined the portfolio methodologies and relevant economic factors to be utilized and began running parallel with its current model as part of the monthly fourth quarter 2019 loan portfolio analysis.  The team has developed a CECL allowance model which calculates reserves over the life of the loan and is largely driven by historical losses, portfolio characteristics, risk-grading, economic outlook, and other qualitative factors.  The methodologies will utilize a single economic forecast over a two-year reasonable and supportable forecast period with immediate reversion to historical losses.  While the models are operationally complete as of January 1, 2020, other required processes are being finalized.

It is estimated that the allowance for credit losses at the time of adoption will increase by approximately $2.1 to $3.9 million, or 6% to 11%, with the increase in the allowance being offset by a charge to retained earnings, net of deferred taxes.  Adoption of the standard is not expected to have a material impact on our AFS or HTM investment portfolio’s or our off-balance sheet reserve.  The ultimate impact of adopting the ASU, and at each subsequent reporting period, is highly dependent on credit quality, economic forecasts and conditions and composition of our loans, along with other management judgements.  The transition adjustment to record the allowance for credit losses may fall outside of management’s estimated increase based on material changes in these items, specifically the economic forecast and conditions and loan composition, used in calculating the allowance for credit losses upon the adoption of CECL.

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In December 2018, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the FDIC approved a final rule to address changes to credit loss accounting under GAAP, including banking organizations’ implementation of CECL.  The final rule provides banking organizations the option to phase in over a three-year period the day-one adverse effects on regulatory capital that may result from the adoption of the new accounting standard.  CTBI is planning on adopting the capital transition relief over the permissible three-year period.

➢          Simplifying the Test for Goodwill Impairment – In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment.  These amendments eliminate Step 2 from the goodwill impairment test.  The amendments also eliminate the requirements from any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.  An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary.  The guidance is effective for fiscal years beginning after December 15, 2019, and interim periods with those fiscal years.  ASU 2017-04 should be implemented on a prospective basis.  Management does not expect ASU 2017-04 to have an impact on CTBI’s consolidated financial statements.

➢          Changes to the Disclosure Requirements for Fair Value Measurement – In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.  ASU No. 2018-13 modifies the disclosure requirements on fair value measurements in Topic 820 as follows:

Removals

The following disclosure requirements were removed from Topic 820:

● The amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy

● The policy for timing of transfers between levels

● The valuation processes for Level 3 fair value measurements

Modifications

The following disclosure requirements were modified in Topic 820:

● For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and

● The amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date.

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Additions

The following disclosure requirements were added to Topic 820:

● The changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and

● The range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements.  For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements.

In addition, the amendments eliminate “at a minimum” from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements.

CTBI adopted ASU 2018-13 effective January 1, 2020 with minimal changes expected to our current reporting.

➢          Accounting for Costs of Implementing a Cloud Computing Service Agreement– In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):  Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces complexity for the accounting for costs of implementing a cloud computing service arrangement.  This standard aligns the accounting for implementation costs of hosting arrangements, regardless of whether they convey a license to the hosted software.

The ASU aligns the following requirements for capitalizing implementation costs:

● Those incurred in a hosting arrangement that is a service contract, and

● Those incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license.

This ASU was effective beginning January 1, 2020.  We do not anticipate a significant impact to our consolidated financial statements.

➢          Simplifying the Accounting for Income Taxes – In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes.  The amendments in this ASU simplify the accounting for income taxes by removing the following exceptions:

1. Exception to the incremental approach for intra period tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income);

2. Exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment;

3. Exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and

4. Exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.

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The amendments in this ASU also simplify the accounting for income taxes by doing the following:

1. Requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax;

2. Requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction;

3. Specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements.  However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority;

4. Requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date; and

5. Making minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method.

For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.  Early adoption is permitted. We do not anticipate a significant impact to our consolidated financial statements.

➢          Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, a consensus of the FASB Emerging Task Force – In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments.  These amendments improve current GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions.  For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.  Early adoption is permitted for public business entities for periods for which financial statements have not yet been issued.  The amendments in this ASU should be applied prospectively.  Under a prospective transition, an entity should apply the amendments at the beginning of the interim period that includes the adoption date.  We do not anticipate a significant impact to our consolidated financial statements. 

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2. Cash and Due from Banks and Interest Bearing Deposits

Included in cash and due from banks and interest bearing deposits are amounts required to be held at the Federal Reserve or maintained in vault cash in accordance with regulatory reserve requirements.  The balance requirements were $78.0 million and $74.7 million at December 31, 2019 and 2018, respectively.

At December 31, 2019, CTBI had cash accounts which exceeded federally insured limits, and therefore are not subject to FDIC insurance, with $203.6 million in deposits with the Federal Reserve, $23.2 million in deposits with US Bank, $0.9 million in deposits with Fifth Third Bank, and $2.4 million in deposits with the Federal Home Loan Bank.

3.  Securities

Securities are classified into held-to-maturity and available-for-sale categories.  Held-to-maturity (HTM) securities are those that CTBI has the positive intent and ability to hold to maturity and are reported at amortized cost.  Available-for-sale (AFS) securities are those that CTBI may decide to sell if needed for liquidity, asset-liability management or other reasons.  Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax.

The amortized cost and fair value of debt securities at December 31, 2019 are summarized as follows:

Available-for-Sale

(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury and government agencies	$	171,250	$	476	$	(576	)	$	171,150
State and political subdivisions		99,403		2,941		(37	)		102,307
U.S. government sponsored agency mortgage-backed securities		291,874		4,443		(1,072	)		295,245
Other debt securities		31,418		0		(276	)		31,142
Total available-for-sale securities	$	593,945	$	7,860	$	(1,961	)	$	599,844

Held-to-Maturity

(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and political subdivisions	$	517	$	0	$	0	$	517
Total held-to-maturity securities	$	517	$	0	$	0	$	517

The amortized cost and fair value of debt securities at December 31, 2018 are summarized as follows:

Available-for-Sale

(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury and government agencies	$	219,358	$	48	$	(1,468	)	$	217,938
State and political subdivisions		126,280		633		(2,425	)		124,488
U.S. government sponsored agency mortgage-backed securities		255,969		397		(5,547	)		250,819
Other debt securities		507		0		(6	)		501
Total available-for-sale securities	$	602,114	$	1,078	$	(9,446	)	$	593,746

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Held-to-Maturity

(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
State and political subdivisions	$	649	$	0	$	0	$	649
Total held-to-maturity securities	$	649	$	0	$	0	$	649

The amortized cost and fair value of debt securities at December 31, 2019 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available-for-Sale				Held-to-Maturity
(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	84,795	$	85,107	$	517	$	517
Due after one through five years		23,605		23,963		0		0
Due after five through ten years		91,043		91,175		0		0
Due after ten years		71,210		73,212		0		0
U.S. government sponsored agency mortgage-backed securities		291,874		295,245		0		0
Other debt securities		31,418		31,142		0		0
Total debt securities	$	593,945	$	599,844	$	517	$	517

In 2019, we had a net securities gain of $783 thousand.  There was a net gain of $3 thousand realized on sales and calls of AFS securities, consisting of a pre-tax gain of $80 thousand and a pre-tax loss of $77 thousand, and an unrealized gain of $780 thousand from the fair market value adjustment of equity securities.  There was a net loss of $85 thousand realized in 2018 and a net gain of $73 thousand realized in 2017.

Equity Securities at Fair Value

In 2008, Visa distributed 9,918 shares of Visa Class B restricted stock to CTBI which, upon resolution of certain pending legal matters, will become unrestricted and convertible into Visa Class A shares.  Following this distribution, significant concern existed about the ultimate realizable value of these shares, and because CTBI did not have a basis in the stock, the shares were previously not recorded as an asset on CTBI’s balance sheet.  In recent years, the concern over the realizable value has stabilized, and in late 2017 and 2018, several sales of Visa Class B shares have occurred.  While not traded in observable markets, these sales were reported by several financial institutions in various SEC 8-K and 10-K filings.  In 2018, FASB issued a technical correction to its guidance regarding equity securities, ASC 321-10-35-2, allowing an entity to subsequently elect to record an equity security without a readily determinable fair value.  In 2018, CTBI made the election permitted by ASC 321-10-35-2 to record its Visa Class B shares at fair value.  On December 31, 2018, CTBI recorded a $1.2 million gain on the recognition of the fair value of 9,918 Visa Class B shares held in its portfolio. Equity securities at fair value as of December 31, 2019 were $2.0 million.

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 The amortized cost of securities pledged as collateral, to secure public deposits and for other purposes, was $239.1 million at December 31, 2019 and $258.8 million at December 31, 2018.

The amortized cost of securities sold under agreements to repurchase amounted to $261.5 million at December 31, 2019 and $289.1 million at December 31, 2018.

CTBI evaluates its investment portfolio on a quarterly basis for impairment.  The analysis performed as of December 31, 2019 indicates that all impairment is considered temporary, market and interest rate driven, and not credit-related.  The percentage of total debt securities with unrealized losses as of December 31, 2019 was 42.8% compared to 75.7% as of December 31, 2018.  The following tables provide the amortized cost, gross unrealized losses, and fair market value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of December 31, 2019 that are not deemed to be other-than-temporarily impaired.  There were no held-to-maturity securities that were deemed to be impaired as of December 31, 2019.

Available-for-Sale

(in thousands)	Amortized Cost		Gross Unrealized Losses			Fair Value
Less Than 12 Months
U.S. Treasury and government agencies	$	25,955	$	(148	)	$	25,807
State and political subdivisions		8,356		(37	)		8,319
U.S. government sponsored agency mortgage-backed securities		19,317		(100	)		19,217
Other debt securities		31,418		(276	)		31,142
Total <12 months temporarily impaired AFS securities		85,046		(561	)		84,485
12 Months or More
U.S. Treasury and government agencies		82,339		(428	)		81,911
State and political subdivisions		0		0			0
U.S. government sponsored agency mortgage-backed securities		91,609		(972	)		90,637
Other debt securities		0		0			0
Total ≥12 months temporarily impaired AFS securities		173,948		(1,400	)		172,548
Total
U.S. Treasury and government agencies		108,294		(576	)		107,718
State and political subdivisions		8,356		(37	)		8,319
U.S. government sponsored agency mortgage-backed securities		110,926		(1,072	)		109,854
Other debt securities		31,418		(276	)		31,142
Total temporarily impaired AFS securities	$	258,994	$	(1,961	)	$	257,033

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The analysis performed as of December 31, 2018 indicated that all impairment was considered temporary, market and interest rate driven, and not credit-related.  The following tables provide the amortized cost, gross unrealized losses, and fair market value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of December 31, 2018 that are not deemed to be other-than-temporarily impaired.  There were no held-to-maturity securities that were deemed to be impaired as of December 31, 2018.

Available-for-Sale

(in thousands)	Amortized Cost		Gross Unrealized Losses			Fair Value
Less Than 12 Months
U.S. Treasury and government agencies	$	78,905	$	(271	)	$	78,634
State and political subdivisions		21,707		(194	)		21,513
U.S. government sponsored agency mortgage-backed securities		61,940		(377	)		61,563
Other debt securities		507		(6	)		501
Total <12 months temporarily impaired AFS securities		163,059		(848	)		162,211
12 Months or More
U.S. Treasury and government agencies		97,955		(1,197	)		96,758
State and political subdivisions		51,911		(2,231	)		49,680
U.S. government sponsored agency mortgage-backed securities		147,658		(5,170	)		142,488
Other debt securities		0		0			0
Total ≥12 months temporarily impaired AFS securities		297,524		(8,598	)		288,926
Total
U.S. Treasury and government agencies		176,860		(1,468	)		175,392
State and political subdivisions		73,618		(2,425	)		71,193
U.S. government sponsored agency mortgage-backed securities		209,598		(5,547	)		204,051
Other debt securities		507		(6	)		501
Total temporarily impaired AFS securities	$	460,583	$	(9,446	)	$	451,137

U.S. Treasury and Government Agencies

The unrealized losses in U.S. Treasury and government agencies were caused by interest rate increases.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than par which will equal amortized cost at maturity.  CTBI does not consider those investments to be other-than-temporarily impaired at December 31, 2019, because CTBI does not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost, which may be maturity.

State and Political Subdivisions

The unrealized losses in securities of state and political subdivisions were caused by interest rate increases.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than par which will equal amortized cost at maturity.  CTBI does not consider those investments to be other-than-temporarily impaired at December 31, 2019, because CTBI does not intend to sell the investments before recovery of their amortized cost and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost, which may be maturity.

U.S. Government Sponsored Agency Mortgage-Backed Securities

The unrealized losses in U.S. government sponsored agency mortgage-backed securities were caused by interest rate increases.  CTBI expects to recover the amortized cost basis over the term of the securities.  CTBI does not consider those investments to be other-than-temporarily impaired at December 31, 2019, because (i) the decline in market value is attributable to changes in interest rates and not credit quality, (ii) CTBI does not intend to sell the investments, and (iii) it is not more likely than not we will be required to sell the investments before recovery of their amortized cost, which may be maturity.

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Other Debt Securities

The unrealized losses in other debt securities were caused by interest rate increases.  The contractual terms of those investments do not permit the issuer to settle the securities at a price less than par which will equal amortized cost at maturity.  CTBI does not consider those investments to be other-than-temporarily impaired at December 31, 2019, because CTBI does not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost, which may be maturity.

4. Loans

Major classifications of loans, net of unearned income, deferred loan origination costs, and net premiums on acquired loans, are summarized as follows:

(in thousands)	December 31 2019		December 31 2018
Commercial construction	$	104,809	$	82,715
Commercial secured by real estate		1,169,975		1,183,093
Equipment lease financing		481		1,740
Commercial other		389,683		377,198
Real estate construction		63,350		57,160
Real estate mortgage		733,003		722,417
Home equity		111,894		106,299
Consumer direct		148,051		144,289
Consumer indirect		527,418		533,727
Total loans	$	3,248,664	$	3,208,638

CTBI has segregated and evaluates its loan portfolio through nine portfolio segments. CTBI serves customers in small and mid-sized communities in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee.  Therefore, CTBI’s exposure to credit risk is significantly affected by changes in these communities.

Commercial construction loans are for the purpose of erecting or rehabilitating buildings or other structures for commercial purposes, including any infrastructure necessary for development.   Included in this category are improved property, land development, and tract development loans.  The terms of these loans are generally short-term with permanent financing upon completion.

Commercial real estate loans include loans secured by nonfarm, nonresidential properties, 1-4 family/multi-family properties, farmland, and other commercial real estate.  These loans are originated based on the borrower’s ability to service the debt and secondarily based on the fair value of the underlying collateral.

Equipment lease financing loans are fixed or variable leases for commercial purposes.

Commercial other loans consist of commercial check loans, agricultural loans, receivable financing, floorplans, loans to financial institutions, loans for purchasing or carrying securities, and other commercial purpose loans.  Commercial loans are underwritten based on the borrower’s ability to service debt from the business’s underlying cash flows.  As a general practice, we obtain collateral such as real estate, equipment, or other assets, although such loans may be uncollateralized but guaranteed.

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Real estate construction loans are typically for owner-occupied properties.  The terms of these loans are generally short-term with permanent financing upon completion.

Residential real estate loans are a mixture of fixed rate and adjustable rate first and second lien residential mortgage loans.  As a policy, CTBI holds adjustable rate loans and sells the majority of its fixed rate first lien mortgage loans into the secondary market.  Changes in interest rates or market conditions may impact a borrower’s ability to meet contractual principal and interest payments.  Residential real estate loans are secured by real property.

Home equity lines are revolving adjustable rate credit lines secured by real property.

Consumer direct loans are a mixture of fixed rate and adjustable rate products comprised of unsecured loans, consumer revolving credit lines, deposit secured loans, and all other consumer purpose loans.

Consumer indirect loans are fixed rate loans secured by automobiles, trucks, vans, and recreational vehicles originated at the selling dealership underwritten and purchased by CTBI’s indirect lending department.  Both new and used products are financed.  Only dealers who have executed dealer agreements with CTBI participate in the indirect lending program.

Not included in the loan balances above were loans held for sale in the amount of $1.2 million at December 31, 2019 and $2.5 million at December 31, 2018.

Refer to note 1 above for further information regarding our nonaccrual policy.  Nonaccrual loans segregated by class of loans were as follows:

(in thousands)	December 31 2019		December 31 2018
Commercial:
Commercial construction	$	230	$	639
Commercial secured by real estate		3,759		4,537
Commercial other		3,839		797
Residential:
Real estate construction		634		22
Real estate mortgage		4,821		5,395
Home equity		716		477
Total nonaccrual loans	$	13,999	$	11,867

The following tables present CTBI’s loan portfolio aging analysis, segregated by class, as of December 31, 2019 and 2018:

	December 31, 2019
(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total Loans		90+ and Accruing*
Commercial:
Commercial construction	$	118	$	0	$	467	$	585	$	104,224	$	104,809	$	237
Commercial secured by real estate		2,734		5,969		12,366		21,069		1,148,906		1,169,975		8,820
Equipment lease financing		0		0		0		0		481		481		0
Commercial other		880		284		6,267		7,431		382,252		389,683		2,586
Residential:
Real estate construction		117		52		634		803		62,547		63,350		0
Real estate mortgage		774		5,376		10,320		16,470		716,533		733,003		7,088
Home equity		1,084		412		736		2,232		109,662		111,894		344
Consumer:
Consumer direct		945		230		97		1,272		146,779		148,051		97
Consumer indirect		4,037		909		447		5,393		522,025		527,418		448
Total	$	10,689	$	13,232	$	31,334	$	55,255	$	3,193,409	$	3,248,664	$	19,620

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	December 31, 2018
(in thousands)	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total Loans		90+ and Accruing*
Commercial:
Commercial construction	$	87	$	58	$	698	$	843	$	81,872	$	82,715	$	58
Commercial secured by real estate		6,287		1,204		8,776		16,267		1,166,826		1,183,093		4,632
Equipment lease financing		0		0		0		0		1,740		1,740		0
Commercial other		1,057		94		1,067		2,218		374,980		377,198		581
Residential:
Real estate construction		144		438		28		610		56,550		57,160		6
Real estate mortgage		1,272		5,645		7,607		14,524		707,893		722,417		4,095
Home equity		898		365		441		1,704		104,595		106,299		246
Consumer:
Consumer direct		918		191		74		1,183		143,106		144,289		74
Consumer indirect		4,715		975		507		6,197		527,530		533,727		506
Total	$	15,378	$	8,970	$	19,198	$	43,546	$	3,165,092	$	3,208,638	$	10,198

*90+ and Accruing are also included in 90+ Days Past Due column.

The risk characteristics of CTBI’s material portfolio segments are as follows:

Commercial construction loans generally are made to customers for the purpose of building income-producing properties.  Personal guarantees of the principals are generally required.  Such loans are made on a projected cash flow basis and are secured by the project being constructed.  Construction loan draw procedures are included in each specific loan agreement, including required documentation items and inspection requirements.  Construction loans may convert to term loans at the end of the construction period, or may be repaid by the take-out commitment from another financing source.  If the loan is to convert to a term loan, the repayment ability is based on the borrower’s projected cash flow.  Risk is mitigated during the construction phase by requiring proper documentation and inspections whenever a draw is requested.  Loans in amounts greater than $500,000 generally require a performance bond to be posted by the general contractor to assure completion of the project.

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Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.  Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.  Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy.  Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria.

Commercial loans are primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower.  The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value.  Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. As we underwrite our equipment lease financing in a manner similar to our commercial loan portfolio, the risk characteristics for equipment lease financing mirror that of the commercial loan portfolio.

With respect to residential loans that are secured by 1-4 family residences and are generally owner occupied, CTBI generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded.  Home equity loans are typically secured by a subordinate interest in 1-4 family residences. Residential construction loans are handled through the home mortgage area of the bank.  The repayment ability of the borrower and the maximum loan-to-value ratio are calculated using the normal mortgage lending criteria.  Draws are processed based on percentage of completion stages including normal inspection procedures.  Such loans generally convert to term loans after the completion of construction.

Consumer loans are secured by consumer assets such as automobiles or recreational vehicles.  Some consumer loans are unsecured such as small installment loans and certain lines of credit.  Our determination of a borrower’s ability to repay these loans is primarily dependent on the personal income and credit rating of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels.  Repayment can also be impacted by changes in property values on residential properties.  Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

The indirect lending area of the bank generally deals with purchasing/funding consumer contracts with new and used automobile dealers.  The dealers generate consumer loan applications which are forwarded to the indirect loan processing area for approval or denial.  Loan approvals or denials are based on the creditworthiness and repayment ability of the borrower, and on the collateral value.  The dealers may have limited recourse agreements with CTB.

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Credit Quality Indicators:

CTBI categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  CTBI also considers the fair value of the underlying collateral and the strength and willingness of the guarantor(s).  CTBI analyzes commercial loans individually by classifying the loans as to credit risk.  Loans classified as loss, doubtful, substandard, or special mention are reviewed quarterly by CTBI for further deterioration or improvement to determine if appropriately classified and valued if deemed impaired.  All other commercial loan reviews are completed every 12 to 18 months.  In addition, during the renewal process of any loan, as well as if a loan becomes past due or if other information becomes available, CTBI will evaluate the loan grade.  CTBI uses the following definitions for risk ratings:

➢ Pass grades include investment grade, low risk, moderate risk, and acceptable risk loans.  The loans range from loans that have no chance of resulting in a loss to loans that have a limited chance of resulting in a loss.  Customers in this grade have excellent to fair credit ratings.  The cash flows are adequate to meet required debt repayments.

➢ Watch graded loans are loans that warrant extra management attention but are not currently criticized.  Loans on the watch list may be potential troubled credits or may warrant “watch” status for a reason not directly related to the asset quality of the credit.  The watch grade is a management tool to identify credits which may be candidates for future classification or may temporarily warrant extra management monitoring.

➢ Other assets especially mentioned (OAEM) reflects loans that are currently protected but are potentially weak.  These loans constitute an undue and unwarranted credit risk but not to the point of justifying a classification of substandard.  The credit risk may be relatively minor yet constitute an unwarranted risk in light of circumstances surrounding a specific asset. Loans in this grade display potential weaknesses which may, if unchecked or uncorrected, inadequately protect CTBI’s credit position at some future date.  The loans may be adversely affected by economic or market conditions.

➢ Substandard grading indicates that the loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged.  These loans have a well-defined weakness or weaknesses that jeopardize the orderly liquidation of the debt with the distinct possibility that CTBI will sustain some loss if the deficiencies are not corrected.

➢ Doubtful graded loans have the weaknesses inherent in the substandard grading with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.  The probability of loss is extremely high, but because of certain important and reasonably specific pending factors which may work to CTBI’s advantage or strengthen the asset(s), its classification as an estimated loss is deferred until its more exact status may be determined.  Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans.

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The following tables present the credit risk profile of CTBI’s commercial loan portfolio based on rating category and payment activity, segregated by class of loans, as of December 31, 2019 and 2018:

(in thousands)	Commercial Construction		Commercial Secured by Real Estate		Equipment Leases		Commercial Other		Total
December 31, 2019
Pass	$	98,102	$	1,036,573	$	481	$	358,203	$	1,493,359
Watch		3,595		54,338		0		13,618		71,551
OAEM		254		27,964		0		6,065		34,283
Substandard		2,858		51,068		0		11,737		65,663
Doubtful		0		32		0		60		92
Total	$	104,809	$	1,169,975	$	481	$	389,683	$	1,664,948
December 31, 2018
Pass	$	74,222	$	1,038,309	$	1,740	$	327,431	$	1,441,702
Watch		3,070		71,834		0		28,986		103,890
OAEM		1,594		19,734		0		5,735		27,063
Substandard		3,829		53,125		0		14,970		71,924
Doubtful		0		91		0		76		167
Total	$	82,715	$	1,183,093	$	1,740	$	377,198	$	1,644,746

The following tables present the credit risk profile of CTBI’s residential real estate and consumer loan portfolios based on performing or nonperforming status, segregated by class, as of December 31, 2019 and 2018:

(in thousands)	Real Estate Construction		Real Estate Mortgage		Home Equity		Consumer Direct		Consumer Indirect		Total
December 31, 2019
Performing	$	62,716	$	721,094	$	110,834	$	147,954	$	526,970	$	1,569,568
Nonperforming (1)		634		11,909		1,060		97		448		14,148
Total	$	63,350	$	733,003	$	111,894	$	148,051	$	527,418	$	1,583,716
December 31, 2018
Performing	$	57,132	$	712,927	$	105,576	$	144,215	$	533,221	$	1,553,071
Nonperforming (1)		28		9,490		723		74		506		10,821
Total	$	57,160	$	722,417	$	106,299	$	144,289	$	533,727	$	1,563,892

(1)  A loan is considered nonperforming if it is 90 days or more past due and/or on nonaccrual.

The total of consumer mortgage loans secured by real estate properties for which formal foreclosure proceedings are in process totaled $2.4 million at December 31, 2019 compared to $3.3 million at December 31, 2018.

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable CTBI will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance, or other actions intended to maximize collection.

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The following table presents impaired loans, the average investment in impaired loans, and interest income recognized on impaired loans for the years ended December 31, 2019, 2018, and 2017:

	December 31, 2019
(in thousands)	Recorded Balance		Unpaid Contractual Principal Balance		Specific Allowance		Average Investment in Impaired Loans		*Interest Income Recognized
Loans without a specific valuation allowance:
Commercial construction	$	2,836	$	2,837	$	0	$	3,234	$	170
Commercial secured by real estate		40,346		41,557		0		36,976		1,601
Commercial other		7,829		9,489		0		9,889		460
Real estate mortgage		2,309		2,309		0		2,385		85
Loans with a specific valuation allowance:
Commercial construction		174		174		99		215		11
Commercial secured by real estate		1,033		2,176		227		1,678		15
Commercial other		3,244		3,244		886		1,323		29
Totals:
Commercial construction		3,010		3,011		99		3,449		181
Commercial secured by real estate		41,379		43,733		227		38,654		1,616
Commercial other		11,073		12,733		886		11,212		489
Real estate mortgage		2,309		2,309		0		2,385		85
Total	$	57,771	$	61,786	$	1,212	$	55,700	$	2,371

	December 31, 2018
(in thousands)	Recorded Balance		Unpaid Contractual Principal Balance		Specific Allowance		Average Investment in Impaired Loans		*Interest Income Recognized
Loans without a specific valuation allowance:
Commercial construction	$	4,100	$	4,100	$	0	$	3,923	$	171
Commercial secured by real estate		29,645		31,409		0		30,250		1,412
Commercial other		8,285		9,982		0		8,774		530
Real estate construction		0		0		0		106		0
Real estate mortgage		1,882		1,882		0		1,666		41
Loans with a specific valuation allowance:
Commercial construction		127		127		50		42		0
Commercial secured by real estate		1,854		2,983		605		2,051		1
Commercial other		473		473		146		285		16
Totals:
Commercial construction		4,227		4,227		50		3,965		171
Commercial secured by real estate		31,499		34,392		605		32,301		1,413
Commercial other		8,758		10,455		146		9,059		546
Real estate construction		0		0		0		106		0
Real estate mortgage		1,882		1,882		0		1,666		41
Total	$	46,366	$	50,956	$	801	$	47,097	$	2,171

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	December 31, 2017
(in thousands)	Recorded Balance		Unpaid Contractual Principal Balance		Specific Allowance		Average Investment in Impaired Loans		*Interest Income Recognized
Loans without a specific valuation allowance:
Commercial construction	$	4,431	$	4,439	$	0	$	4,835	$	200
Commercial secured by real estate		28,480		30,365		0		27,753		1,344
Equipment lease financing		0		0		0		34		0
Commercial other		9,481		11,252		0		10,444		539
Real estate construction		318		318		0		534		0
Real estate mortgage		1,564		1,570		0		1,591		36
Loans with a specific valuation allowance:
Commercial construction		153		173		25		155		0
Commercial secured by real estate		2,985		4,095		966		3,932		8
Commercial other		0		0		0		65		0
Totals:
Commercial construction		4,584		4,612		25		4,990		200
Commercial secured by real estate		31,465		34,460		966		31,685		1,352
Equipment lease financing		0		0		0		34		0
Commercial other		9,481		11,252		0		10,509		539
Real estate construction		318		318		0		534		0
Real estate mortgage		1,564		1,570		0		1,591		36
Total	$	47,412	$	52,212	$	991	$	49,343	$	2,127

*Cash basis interest is substantially the same as interest income recognized.

Included in certain loan categories of impaired loans are certain loans that have been modified in a troubled debt restructuring, where economic concessions have been granted to borrowers who have experienced financial difficulties. These concessions typically result from our loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions.  Modifications of terms for our loans and their inclusion as troubled debt restructurings are based on individual facts and circumstances.  Loan modifications that are included as troubled debt restructurings may involve either an increase or reduction of the interest rate, extension of the term of the loan, or deferral of principal and/or interest payments, regardless of the period of the modification.  All of the loans identified as troubled debt restructuring were modified due to financial stress of the borrower.  In order to determine if a borrower is experiencing financial difficulty, an evaluation is performed to determine the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification.  This evaluation is performed under CTBI’s internal underwriting policy.

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When we modify loans and leases in a troubled debt restructuring, we evaluate any possible impairment similar to other impaired loans based on the present value of expected future cash flows, discounted at the contractual interest rate of the original loan agreement, or use the current fair value of the collateral, less selling costs for collateral dependent loans. If we determined that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, we evaluate all troubled debt restructuring, including those that have payment defaults, for possible impairment and recognize impairment through the allowance.

Certain loans have been modified in troubled debt restructurings, where economic concessions were granted to borrowers consisting of reductions in the interest rates, payment extensions, forgiveness of principal, and forbearances.  Presented below, segregated by class of loans, are troubled debt restructurings that occurred during the years ended December 31, 2019 and 2018:

	Year Ended December 31, 2019
(in thousands)	Number of Loans		Term Modification		Rate Modification		Combination		Post- Modification Outstanding Balance
Commercial:
Commercial construction		0	$	0	$	0	$	0	$	0
Commercial secured by real estate		17		6,105		0		679		6,784
Commercial other		17		1,565		0		264		1,829
Residential:
Real estate mortgage		1		463		0		0		463
Total troubled debt restructurings		35	$	8,133	$	0	$	943	$	9,076

	Year Ended December 31, 2018
(in thousands)	Number of Loans		Term Modification		Rate Modification		Combination		Post- Modification Outstanding Balance
Commercial:
Commercial construction		5	$	2,182	$	0	$	15	$	2,197
Commercial secured by real estate		24		4,004		0		1,383		5,387
Commercial other		8		465		0		0		465
Residential:
Real estate mortgage		3		264		0		704		968
Total troubled debt restructurings		40	$	6,915	$	0	$	2,102	$	9,017

No charge-offs have resulted from modifications for any of the presented periods.  We had commitments to extend additional credit in the amount of $82 thousand and $45 thousand, respectively, at December 31, 2019 and 2018, on loans that were considered troubled debt restructurings.

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Loans retain their accrual status at the time of their modification. As a result, if a loan is on nonaccrual at the time it is modified, it stays as nonaccrual, and if a loan is on accrual at the time of the modification, it generally stays on accrual.  Commercial and consumer loans modified in a troubled debt restructuring are closely monitored for delinquency as an early indicator of possible future default.  If loans modified in a troubled debt restructuring subsequently default, CTBI evaluates the loan for possible further impairment.  The allowance for loan losses may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan.  Presented below, segregated by class of loans, are loans that were modified as troubled debt restructurings within the past twelve months which have subsequently defaulted.  CTBI considers a loan in default when it is 90 days or more past due or transferred to nonaccrual.

(in thousands)	Year Ended December 31, 2019
	Number of Loans		Recorded Balance
Commercial:
Commercial construction		0	$	0
Commercial secured by real estate		1		30
Commercial other		1		34
Residential:
Real estate mortgage		1		463
Total defaulted restructured loans		3	$	527

(in thousands)	Year Ended December 31, 2018
	Number of Loans		Recorded Balance
Commercial:
Commercial construction		2	$	148
Commercial secured by real estate		1		17
Commercial other		1		84
Total defaulted restructured loans		4	$	249

5. Mortgage Banking and Servicing Rights

Mortgage banking activities primarily include residential mortgage originations and servicing.  As discussed in note 1 above, mortgage servicing rights (“MSRs”) are carried at fair market value.  The fair value is determined quarterly based on an independent third-party valuation using a discounted cash flow analysis and calculated using a computer pricing model.  The system used in this evaluation, Compass Point, attempts to quantify loan level idiosyncratic risk by calculating a risk derived value.  As a result, each loan’s unique characteristics determine the valuation assumptions ascribed to that loan.  Additionally, the computer valuation is based on key economic assumptions including the prepayment speeds of the underlying loans generated using the Andrew Davidson Prepayment Model, FHLMC/FNMA guidelines, the weighted average life of the loan, the discount rate, the weighted average coupon, and the weighted-average default rate, as applicable.  Along with the gains received from the sale of loans, fees are received for servicing loans.  These fees include late fees, which are recorded in interest income, and ancillary fees and monthly servicing fees, which are recorded in noninterest income.  Costs of servicing loans are charged to expense as incurred.  Changes in fair market value of the MSRs are reported as an increase or decrease to mortgage banking income.

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The following table presents the components of mortgage banking income:

(in thousands) Year Ended December 31	2019			2018			2017
Net gain on sale of mortgage loans held for sale	$	1,746		$	1,288		$	1,232
Net loan servicing income (expense)
Servicing fees		1,297			1,275			1,255
Late fees		72			73			84
Ancillary fees		190			282			239
Fair value adjustments		(975	)		(343	)		(361	)
Net loan servicing income		584			1,287			1,217
Mortgage banking income	$	2,330		$	2,575		$	2,449

Mortgage loans serviced for others are not included in the accompanying balance sheets.  Loans serviced for the benefit of others (primarily FHLMC) totaled $486 million, $462 million, and $462 million at December 31, 2019, 2018, and 2017, respectively.  Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures.  Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in demand deposits, were approximately $1.4 million, $1.0 million, and $1.0 million at December 31, 2019, 2018, and 2017, respectively.

Activity for capitalized mortgage servicing rights using the fair value method is as follows:

(in thousands)	2019			2018			2017
Fair value of MSRs, beginning of period	$	3,607		$	3,484		$	3,433
New servicing assets created		631			466			412
Change in fair value during the period due to:
Time decay (1)		(167	)		(189	)		(184	)
Payoffs (2)		(293	)		(227	)		(268	)
Changes in valuation inputs or assumptions (3)		(515	)		73			91
Fair value of MSRs, end of period	$	3,263		$	3,607		$	3,484

(1) Represents decrease in value due to regularly scheduled loan principal payments and partial loan paydowns.

(2) Represents decrease in value due to loans that paid off during the period.

(3) Represents change in value resulting from market-driven changes in interest rates.

The fair values of capitalized mortgage servicing rights were $3.3 million, $3.6 million, and $3.5 million at December 31, 2019, 2018, and 2017, respectively.  Fair values for the years ended December 31, 2019, 2018, and 2017 were determined by third-party valuations with a resulting 10.1% average discount rate over the last three years, respectively, and weighted average default rates of 2.69%, 2.57%, and 3.03%, respectively.  Prepayment speeds generated using the Andrew Davidson Prepayment Model averaged 11.7%, 9.5%, and 10.0% at December 31, 2019, 2018, and 2017, respectively.  MSR values are very sensitive to movement in interest rates as expected future net servicing income depends on the projected balance of the underlying loans, which can be greatly impacted by the level of prepayments.  CTBI does not currently hedge against changes in the fair value of its MSR portfolio.

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6. Related Party Transactions

In the ordinary course of business, CTB has made extensions of credit and had transactions with certain directors and executive officers of CTBI or our subsidiaries, including their associates (as defined by the Securities and Exchange Commission).  We believe such extensions of credit and transactions were made on substantially the same terms, including interest rate and collateral, as those prevailing at the same time for comparable transactions with other persons.

Activity for related party extensions of credit during 2019 and 2018 is as follows:

(in thousands)	2019			2018
Related party extensions of credit, beginning of period	$	19,463		$	16,832
New loans and advances on lines of credit		1			6,425
Repayments		(1,686	)		(3,794	)
Increase (decrease) due to changes in related parties		20,038			0
Related party extensions of credit, end of period	$	37,816		$	19,463

The aggregate balances of related party deposits at December 31, 2019 and 2018 were $20.9 million and $16.6 million, respectively.

A director of CTBI is a shareholder in a law firm that provided services to CTBI and its subsidiaries during the years 2019, 2018, and 2017.  Approximately $1.1 million in legal fees and $0.1 million in expenses paid on behalf of CTBI, $1.2 million total, were paid to this law firm during each of the years 2019, 2018, and 2017.

7.  Allowance for Loan and Lease Losses

The following tables present the balance in the allowance for loan and lease losses (“ALLL”) and the recorded investment in loans based on portfolio segment and impairment method as of December 31, 2019, 2018, and 2017:

2019
(in thousands)	Commercial Construction			Commercial Secured by Real Estate			Equipment Lease Financing			Commercial Other			Real Estate Construction			Real Estate Mortgage			Home Equity			Consumer Direct			Consumer Indirect			Total
ALLL
Balance, beginning of year	$	862		$	14,531		$	12		$	4,993		$	512		$	4,433		$	841		$	1,883		$	7,841		$	35,908
Provision charged to expense		497			(137	)		(8	)		3,032			(40	)		414			172			528			361			4,819
Losses charged off		(72	)		(727	)		0			(2,179	)		(100	)		(767	)		(139	)		(1,100	)		(4,652	)		(9,736	)
Recoveries		12			358			0			509			0			152			23			400			2,651			4,105
Balance, end of year	$	1,299		$	14,025		$	4		$	6,355		$	372		$	4,232		$	897		$	1,711		$	6,201		$	35,096
Ending balance:
Individually evaluated for impairment	$	99		$	227		$	0		$	886		$	0		$	0		$	0		$	0		$	0		$	1,212
Collectively evaluated for impairment	$	1,200		$	13,798		$	4		$	5,469		$	372		$	4,232		$	897		$	1,711		$	6,201		$	33,884
Loans
Ending balance:
Individually evaluated for impairment	$	3,010		$	41,379		$	0		$	11,073		$	0		$	2,309		$	0		$	0		$	0		$	57,771
Collectively evaluated for impairment	$	101,799		$	1,128,596		$	481		$	378,610		$	63,350		$	730,694		$	111,894		$	148,051		$	527,418		$	3,190,893

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2018
(in thousands)	Commercial Construction		Commercial Secured by Real Estate			Equipment Lease Financing			Commercial Other			Real Estate Construction			Real Estate Mortgage			Home Equity			Consumer Direct			Consumer Indirect			Total
ALLL
Balance, beginning of year	$	686	$	14,509		$	18		$	5,039		$	660		$	5,688		$	857		$	1,863		$	6,831		$	36,151
Provision charged to expense		115		786			(6	)		824			(115	)		(336	)		39			572			4,288			6,167
Losses charged off		0		(988	)		0			(1,513	)		(33	)		(1,004	)		(69	)		(997	)		(6,394	)		(10,998	)
Recoveries		61		224			0			643			0			85			14			445			3,116			4,588
Balance, end of year	$	862	$	14,531		$	12		$	4,993		$	512		$	4,433		$	841		$	1,883		$	7,841		$	35,908
Ending balance:
Individually evaluated for impairment	$	50	$	605		$	0		$	146		$	0		$	0		$	0		$	0		$	0		$	801
Collectively evaluated for impairment	$	812	$	13,926		$	12		$	4,847		$	512		$	4,433		$	841		$	1,883		$	7,841		$	35,107
Loans
Ending balance:
Individually evaluated for impairment	$	4,227	$	31,499		$	0		$	8,758		$	0		$	1,882		$	0		$	0		$	0		$	46,366
Collectively evaluated for impairment	$	78,488	$	1,151,594		$	1,740		$	368,440		$	57,160		$	720,535		$	106,299		$	144,289		$	533,727		$	3,162,272

2017
(in thousands)	Commercial Construction			Commercial Secured by Real Estate			Equipment Lease Financing			Commercial Other			Real Estate Construction		Real Estate Mortgage			Home Equity			Consumer Direct			Consumer Indirect			Total
ALLL
Balance, beginning of year	$	884		$	14,191		$	42		$	4,656		$	629	$	6,027		$	774		$	1,885		$	6,845		$	35,933
Provision charged to expense		(237	)		2,281			(24	)		1,744			31		189			257			418			2,862			7,521
Losses charged off		(10	)		(2,038	)		0			(1,893	)		0		(615	)		(178	)		(965	)		(5,386	)		(11,085	)
Recoveries		49			75			0			532			0		87			4			525			2,510			3,782
Balance, end of year	$	686		$	14,509		$	18		$	5,039		$	660	$	5,688		$	857		$	1,863		$	6,831		$	36,151
Ending balance:
Individually evaluated for impairment	$	25		$	966		$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	991
Collectively evaluated for impairment	$	661		$	13,543		$	18		$	5,039		$	660	$	5,688		$	857		$	1,863		$	6,831		$	35,160
Loans
Ending balance:
Individually evaluated for impairment	$	4,584		$	31,465		$	0		$	9,481		$	318	$	1,564		$	0		$	0		$	0		$	47,412
Collectively evaluated for impairment	$	71,895		$	1,157,215		$	3,042		$	341,553		$	67,040	$	708,006		$	99,356		$	137,754		$	489,667		$	3,075,528

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8.  Premises and Equipment

Premises and equipment are summarized as follows:

(in thousands) December 31	2019			2018
Land and buildings	$	80,552		$	79,815
Leasehold improvements		4,805			4,805
Furniture, fixtures, and equipment		39,964			38,576
Construction in progress		75			1,396
Total premises and equipment		125,396			124,592
Less accumulated depreciation and amortization		(81,350	)		(79,301	)
Premises and equipment, net	$	44,046		$	45,291

Depreciation and amortization of premises and equipment for 2019, 2018, and 2017 was $3.8 million, $3.8 million, and $3.9 million, respectively.

9.  Other Real Estate Owned

Activity for other real estate owned was as follows:

(in thousands)	2019			2018
Beginning balance of other real estate owned	$	27,273		$	31,996
New assets acquired		3,384			5,459
Fair value adjustments		(4,253	)		(2,530	)
Sale of assets		(6,924	)		(7,652	)
Ending balance of other real estate owned	$	19,480		$	27,273

Carrying costs and fair value adjustments associated with foreclosed properties were $5.5 million, $4.3 million, and $4.5 million for 2019, 2018, and 2017, respectively.  See note 1 for a description of our accounting policies relative to foreclosed properties and other real estate owned.

The major classifications of foreclosed properties are shown in the following table:

(in thousands) December 31	2019		2018
1-4 family	$	3,630	$	5,253
Construction/land development/other		10,211		15,017
Multifamily		88		88
Non-farm/non-residential		5,551		6,915
Total foreclosed properties	$	19,480	$	27,273

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10.  Deposits

Major classifications of deposits are categorized as follows:

(in thousands) December 31	2019		2018
Noninterest bearing deposits	$	865,760	$	803,316
NOW accounts		51,179		56,964
Money market deposits		985,322		887,288
Savings		404,151		406,749
Certificates of deposit and other time deposits of $100,000 or more		597,628		651,967
Certificates of deposit and other time deposits less than $100,000		501,532		499,666
Total deposits	$	3,405,572	$	3,305,950

Certificates of deposit and other time deposits of $250,000 or more at December 31, 2019 and 2018 were $227.7 million and $219.0 million, respectively.  Wholesale brokered deposits at December 31, 2019 and 2018 were $37.1 million and $42.3 million, respectively.

Maturities of certificates of deposits and other time deposits are presented below:

	Maturities by Period at December 31, 2019
(in thousands)	Total		Within 1 Year		2 Years		3 Years		4 Years		5 Years		After 5 Years
Certificates of deposit and other time deposits of $100,000 or more	$	597,628	$	448,071	$	69,580	$	32,525	$	20,513	$	26,738	$	201
Certificates of deposit and other time deposits less than $100,000		501,532		408,359		42,944		18,423		16,316		15,086		404
Total maturities	$	1,099,160	$	856,430	$	112,524	$	50,948	$	36,829	$	41,824	$	605

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11.  Borrowings

Short-term debt is categorized as follows:

(in thousands) December 31	2019		2018
Repurchase agreements	$	226,917	$	232,712
Federal funds purchased		7,906		1,180
Total short-term debt	$	234,823	$	233,892

All federal funds purchased mature and reprice daily.  See note 12 for information regarding the maturities of our repurchase agreements.  The average rates paid for federal funds purchased and repurchase agreements on December 31, 2019 were 1.45% and 1.82%, respectively.

The maximum balance for repurchase agreements at any month-end during 2019 occurred at March 31, 2019, with a month-end balance of $237.5 million.  The average balance of repurchase agreements for the year was $228.5 million.

Long-term debt is categorized as follows:

(in thousands) December 31	2019		2018
Junior subordinated debentures, 3.50%, due 6/1/37	$	57,841	$	59,341

On March 30, 2007, CTBI issued $61.3 million in junior subordinated debentures to a newly formed unconsolidated Delaware statutory trust subsidiary which in turn issued $59.5 million of capital securities in a private placement to institutional investors.  The debentures, which mature in 30 years but are redeemable at par at CTBI’s option after five years, were issued at a rate of 6.52% until June 1, 2012, and thereafter at a floating rate based on the three-month LIBOR plus 1.59%.  The underlying capital securities were issued at the equivalent rates and terms.  The proceeds of the debentures were used to fund the redemption on April 2, 2007 of all CTBI’s outstanding 9.0% and 8.25% junior subordinated debentures in the total amount of $61.3 million.  In May 2017, CTBI was able to purchase $2.0 million of the junior subordinated debentures in the open market at a purchase price of $1.4 million, resulting in a gain of $0.6 million. In August 2019, an additional $1.5 million was purchased in the open market at a price of $1.3 million, resulting in a gain of $0.2 million. The junior subordinated debentures will be retained by CTBI until maturity, and CTBI will continue to report the junior subordinated debentures at the net amount outstanding of $57.8 million.

On November 27, 2019, the coupon rate was set at 3.50% for the March 2, 2020 distribution date, which was based on the three-month LIBOR rate as of November 27, 2019 of 1.91% plus 1.59%.

12.  Repurchase Agreements

We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and provide additional funding to our balance sheet.  Repurchase agreements are transactions whereby we offer to sell to a counterparty an undivided interest in an eligible security at an agreed upon purchase price, and which obligates CTBI to repurchase the security on an agreed upon date at an agreed upon repurchase price plus interest at an agreed upon rate.  Securities sold under agreements to repurchase are recorded at the amount of cash received in connection with the transaction and are reflected in the accompanying consolidated balance sheets.

We monitor collateral levels on a continuous basis and maintain records of each transaction specifically describing the applicable security and the counterparty’s fractional interest in that security, and we segregate the security from its general assets in accordance with regulations governing custodial holdings of securities.  The primary risk with our repurchase agreements is market risk associated with the securities securing the transactions, as we may be required to provide additional collateral based on fair value changes of the underlying securities.  Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.  The carrying value of investment securities available for sale pledged as collateral under repurchase agreements totaled $264.9 million and $285.2 million at December 31, 2019 and December 31, 2018, respectively.

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The remaining contractual maturity of the securities sold under agreements to repurchase by class of collateral pledged included in the accompanying consolidated balance sheets as of December 31, 2019 and December 31, 2018 is presented in the following tables:

	December 31, 2019
	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Repurchase agreements and repurchase-to-maturity transactions:
U.S. Treasury and government agencies	$	15,001	$	0	$	3,479	$	58,953	$	77,433
State and political subdivisions		51,193		0		1,768		11,165		64,126
U.S. government sponsored agency mortgage-backed securities		35,480		0		1,996		47,882		85,358
Total	$	101,674	$	0	$	7,243	$	118,000	$	226,917

	December 31, 2018
	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 days		30-90 days		Greater Than 90 days		Total
Repurchase agreements and repurchase-to-maturity transactions:
U.S. Treasury and government agencies	$	25,346	$	0	$	2,548	$	60,699	$	88,593
State and political subdivisions		58,864		0		2,995		10,384		72,243
U.S. government sponsored agency mortgage-backed securities		22,076		0		1,877		47,923		71,876
Total	$	106,286	$	0	$	7,420	$	119,006	$	232,712

13.  Advances from Federal Home Loan Bank

Federal Home Loan Bank advances consisted of the following monthly amortizing borrowings at December 31:

(in thousands)	2019		2018
Monthly amortizing	$	415	$	436
Total FHLB advances	$	415	$	436

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The advances from the FHLB that require monthly principal payments were due for repayment as follows:

	Principal Payments Due by Period at December 31, 2019
(in thousands)	Total		Within 1 Year		2 Years		3 Years		4 Years		5 Years		After 5 Years
Outstanding advances, weighted average interest rate – 0.06%	$	415	$	22	$	20	$	21	$	20	$	21	$	311

At December 31, 2019, CTBI had monthly amortizing FHLB advances totaling $0.4 million at a weighted average interest rate of 0.06%.

Advances totaling $0.4 million at December 31, 2019 were collateralized by FHLB stock of $10.5 million and a blanket lien on qualifying 1-4 family first mortgage loans.  As of December 31, 2019, CTBI had a $606.7 million FHLB borrowing capacity with $0.4 million in advances and $214.4 million in letters of credit used for public fund pledging leaving $391.9 million available for additional advances.  The advances had fixed interest rates of 0.00%% and 2.00% with a weighted average rate of 0.06%.  The advances are subject to restrictions or penalties in the event of prepayment.

14.  Income Taxes

The components of the provision for income taxes, exclusive of tax effect of unrealized AFS securities gains and losses, are as follows:

(in thousands)	2019			2018			2017
Current income tax expense	$	8,864		$	11,560		$	20,108
Deferred income tax expense (benefit)		2,030			(246	)		(259	)
Effect of Tax Cuts & Jobs Act benefit		0			0			(2,831	)
Effect of Kentucky tax legislation benefit		(3,442	)		0			0
Total income tax expense	$	7,452		$	11,314		$	17,018

The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017.  The Act reduced the U.S. federal corporate tax rate from 35 percent to 21 percent. As of December 31, 2018, we completed our accounting for the tax effects of enactment of the Act.  The effect of the Tax Cuts and Jobs Act (benefit) listed above for the year 2017, reflects the revaluation of our net deferred tax liability based on a U.S. federal tax rate of 21 percent.

A reconciliation of income tax expense at the statutory rate to our actual income tax expense is shown below:

(in thousands)	2019					2018					2017
Computed at the statutory rate	$	15,118		21.00	%	$	14,814		21.00	%	$	23,979		35.00	%
Adjustments resulting from:
Tax-exempt interest		(563	)	(0.78	)		(673	)	(0.95	)		(1,259	)	(1.84	)
Housing and new markets credits		(4,471	)	(6.21	)		(2,635	)	(3.73	)		(2,579	)	(3.76	)
Dividends received deduction		0		-			(9	)	(0.01	)		(129	)	(0.19	)
Bank owned life insurance		(284	)	(0.39	)		(599	)	(0.85	)		(492	)	(0.72	)
ESOP dividend deduction		(203	)	(0.28	)		(188	)	(0.27	)		(319	)	(0.47	)
Stock option exercises and restricted stock vesting		(10	)	(0.01	)		(39	)	(0.06	)		(170	)	(0.25	)
Effect of Tax Cuts & Jobs Act		0		-			0		-			(2,831	)	(4.13	)
Effect of KY tax legislation		(2,719	)	(3.78	)		0		-			0		-
State income taxes		405		0.56			409		0.58			429		0.63
Other		179		0.24			234		0.33			389		0.57
Total	$	7,452		10.35	%	$	11,314		16.04	%	$	17,018		24.84	%

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The components of the net deferred tax liability as of December 31 are as follows:

(in thousands)	2019			2018
Deferred tax assets:
Allowance for loan and lease losses	$	8,757		$	7,541
Interest on nonperforming loans		485			531
Accrued expenses		1,100			1,093
Allowance for other real estate owned		1,437			1,435
Unrealized losses on AFS securities		0			1,757
State net operating loss carryforward		3,786			3,957
Lease liabilities		3,859			0
Other		294			164
Total deferred tax assets		19,718			16,478
Deferred tax liabilities:
Depreciation and amortization		(15,048	)		(12,210	)
FHLB stock dividends		(1,441	)		(1,704	)
Loan fee income		(656	)		(419	)
Mortgage servicing rights		(814	)		(757	)
Right of use assets		(3,698	)		0
Unrealized gains on AFS securities		(1,534	)		0
Limited partnership investments		(326	)		(257	)
Other		(1,101	)		(537	)
Total deferred tax liabilities		(24,618	)		(15,884	)
Beginning balance for valuation allowance for deferred tax asset		3,957			3,930
Change in valuation allowance		(3,747	)		27
Ending balance for valuation allowance for deferred tax asset		210		$	3,957
Net deferred tax liability	$	(5,110	)	$	(3,363	)

CTBI recognized a gross tax benefit of $3.4 million in 2019 as a result of the recently enacted tax legislation by the Commonwealth of Kentucky.  As a result of HB 458 on combined reporting, CTBI recorded a deferred tax asset for the Kentucky net operating loss carryforward.  The losses are expected to be utilized when CTBI begins filing a combined Kentucky income tax return with CTB and CTIC.  A valuation allowance is maintained for the loss that will expire in 2020.  The loss carryforward is $96.0 million and expires over varying periods through 2039.

The Kentucky deferred tax asset amounts and related valuation allowance for holding company net operating losses were previously reported at net due to a full valuation allowance and the immaterial nature of amounts.  The 2018 amounts reported herein have been revised to report the items gross.

CTBI accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes).  The income tax accounting guidance results in two components of income tax expense:  current and deferred.  Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues.  CTBI determines deferred income taxes using the liability (or balance sheet) method.  Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.  Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.  Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

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Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination.  The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any.  A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.  The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment.

With a few exceptions, CTBI is no longer subject to U.S. federal tax examinations by tax authorities for years before 2016, and state and local income tax examinations by tax authorities for years before 2015.  For federal tax purposes, CTBI recognizes interest and penalties on income taxes as a component of income tax expense.

CTBI files consolidated income tax returns with its subsidiaries.

15.  Employee Benefits

CTBI maintains two separate retirement savings plans, a 401(k) Plan and an Employee Stock Ownership Plan (“ESOP”).

The 401(k) Plan is available to all employees (age 21 and over) who are credited with one year of service (12 consecutive month period with at least 1,000 hours).  Participants in the plan have the option to contribute from 1% to 20% of their annual compensation.  CTBI matches 50% of participant contributions up to 8% of gross pay. CTBI may, at its discretion, contribute an additional percentage of covered employees’ compensation.  CTBI’s matching contributions were $1.1 million for the years ended December 31, 2019 and 2018, and $1.0 million for the year ended December 31, 2017. The 401(k) Plan owned 424,591, 416,360, and 406,021 shares of CTBI’s common stock at December 31, 2019, 2018, and 2017, respectively.  Substantially all shares owned by the 401(k) Plan were allocated to employee accounts on those dates. The market price of the shares at the date of allocation is essentially the same as the market price at the date of purchase.

The ESOP has the same entrance requirements as the 401(k) Plan above.  CTBI currently contributes 4% of covered employees’ compensation to the ESOP.  The ESOP uses the contributions to acquire shares of CTBI’s common stock.  CTBI’s contributions to the ESOP were $1.7 million for the year ended December 31, 2019 and $1.6 million for the years ended December 31, 2018 and 2017.  The ESOP owned 738,212, 726,327, and 737,079 shares of CTBI’s common stock at December 31, 2019, 2018, and 2017, respectively.  Substantially all shares owned by the ESOP were allocated to employee accounts on those dates.  The market price of the shares at the date of allocation is essentially the same as the market price at the date of purchase.

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Stock-Based Compensation:

As of December 31, 2019, CTBI maintained one active and one inactive incentive stock ownership plans covering key employees.  The 2015 Stock Ownership Incentive Plan (“2015 Plan”) was approved by the Board of Directors and the Shareholders in 2015.  The 2006 Stock Ownership Incentive Plan (“2006 Plan”) was approved by the Board of Directors and the Shareholders in 2006.  The 2006 Plan was rendered inactive as of April 28, 2015. The 2015 Plan has 550,000 shares authorized, 481,396 of which were available at December 31, 2019.  Shares issuable pursuant to awards which were granted under the prior plans on or before their respective expiration or termination dates will be issued from the remaining shares reserved for issuance under the prior plans. The shares of common stock reserved for issuance under the prior plans in excess of the number of shares as to which options or other benefits are awarded thereunder, and any shares as to which options or other benefits granted under the prior plans may lapse, expire, terminate or be canceled, will not be reserved and available for issuance or reissuance under the 2015 Plan.  The following table provides detail of the number of shares to be issued upon exercise of outstanding stock-based awards and remaining shares available for future issuance under all of CTBI’s equity compensation plans as of December 31, 2019:

Plan Category (shares in thousands)	Number of Shares to Be Issued Upon Exercise		Weighted Average Price		Shares Available for Future Issuance
Equity compensation plans approved by shareholders:
Stock options		20	$	32.04		481(a	)
Restricted stock	(c)		(b)		(a)
Performance units	(d)		(b)		(a)
Stock appreciation rights (“SARs”)	(e)		(b)		(a)
Total						481

(a) Under the 2015 Plan, 550,000 shares are authorized for issuance; 72,909 have been issued as of December 31, 2019  In January of 2016, 18,069 restricted stock shares were issued under the terms of the 2015 Plan pursuant to awards granted under the 2006 Plan.  Additional shares will not be issued pursuant to awards granted from prior plans.

(b) Not applicable

(c) The maximum number of shares of restricted stock that may be granted is 550,000 shares, and the maximum that may be granted to a participant during any calendar year is 75,000 shares.

(d) No performance units payable in stock had been issued as of December 31, 2019.  The maximum payment that can be made pursuant to performance units granted to any one participant in any calendar year is $1,000,000.

(e) No SARS have been issued.  The maximum number of shares with respect to which SARs may be granted to a participant during any calendar year is 100,000 shares.

The following table details the shares available for future issuance under the 2015 Plan at December 31, 2019.

Plan Category	Shares Available for Future Issuance
Shares available at January 1, 2019		508,729
Stock option grants		0
Restricted stock grants		(27,921	)
Forfeitures		588
Shares available for future issuance at December 31, 2019		481,396

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There were no stock options granted in 2017, 2018 or 2019. 

The 2015 Plan:

CTBI’s stock option activity for the 2015 Plan for the years ended December 31, 2019, 2018, and 2017 is summarized as follows:

December 31	2019				_2018*					2017
	Options		Weighted Average Exercise Price		Options			Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding at beginning of year		0	$	0		10,000		$	33.55		10,000	$	33.55
Granted		0		0		0			0		0		0
Exercised		0		0		(10,000	)		33.55		0		0
Forfeited/expired		0		0		0			0		0		0
Outstanding at end of year		0	$	0		0		$	0		10,000	$	33.55
Exercisable at end of year		0	$	0		0		$	0		0	$	0

*Pursuant to the 2015 Plan provisions, the death of the option holder accelerated the vesting of 10,000 shares in 2018.

There were no options granted from the 2015 Plan for the years 2019, 2018, or 2017.

The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the 2015 Plan for the years ended December 31, 2019, 2018 and 2017:

(in thousands)	2019		2018		2017
Options exercised	$	0	$	140		0
Options exercisable		0		0		0
Outstanding options		0		0		136

The following table shows restricted stock activity for the 2015 Plan for the years ended December 31, 2019, 2018 and 2017:

December 31	2019					2018					2017
	Grants			Weighted Average Fair Value at Grant		Grants			Weighted Average Fair Value at Grant		Grants			Weighted Average Fair Value at Grant
Outstanding at beginning of year		34,255		$	44.46		33,085		$	41.84		17,496		$	33.55
Granted		27,921			41.12		11,320			49.30		23,668			46.45
Vested		(10,596	)		42.39		(8,761	)		40.46		(5,751	)		35.79
Forfeited		(588	)		43.04		(1,389	)		46.77		(2,328	)		41.31
Outstanding at end of year		50,992		$	43.08		34,255		$	44.46		33,085		$	41.84

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The 2006 Plan:

CTBI’s stock option activity for the 2006 Plan for the years ended December 31, 2019, 2018, and 2017 is summarized as follows:

December 31	2019					2018					2017
	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding at beginning of year		32,571		$	32.47		35,376		$	31.90		61,041		$	29.84
Granted		0			0		0			0		0			0
Exercised		(12,076	)		33.19		(2,475	)		25.52		(25,665	)		27.01
Forfeited/expired		0			0		(330	)		23.79		0			0
Outstanding at end of year		20,495		$	32.04		32,571		$	32.47		35,376		$	31.90
Exercisable at end of year		495		$	22.81		2,571		$	25.11		5,376		$	25.22

A summary of the status of CTBI’s 2006 Plan for nonvested options as of December 31, 2019, and changes during the year ended December 31, 2019, is presented as follows:

Nonvested Options	Options		Weighted Average Grant Date Fair Value
Nonvested at January 1, 2019		30,000	$	6.98
Granted		0		0
Vested		10,000		7.76
Forfeited		0		0
Nonvested at December 31, 2019		20,000	$	6.59

The weighted average remaining contractual term in years of the options outstanding at December 31, 2019 was 5.0 years.

There were no options granted from the 2006 Plan for the years 2019 , 2018 and 2017. 

The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the 2006 Plan for the years ended December 31, 2019, 2018, and 2017:

(in thousands)	2019		2018		2017
Options exercised	$	135	$	56	$	537
Options exercisable		12		37		118
Outstanding options		299		233		538

The following table shows restricted stock activity for the years ended December 31, 2019, 2018, and 2017:

December 31	2019					2018					2017
	Grants			Weighted Average Fair Value at Grant		Grants			Weighted Average Fair Value at Grant		Grants			Weighted Average Fair Value at Grant
Outstanding at beginning of year		2,064		$	32.27		5,426		$	33.24		11,989		$	32.85
Granted		0			0		0			0		0			0
Vested		(2,064	)	$	32.27		(3,236	)		33.90		(6,214	)		32.48
Forfeited		0			0		(126	)		32.27		(349	)		33.31
Outstanding at end of year		0		$	0.00		2,064		$	32.27		5,426		$	33.24

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The following table shows the unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans at December 31, 2019, 2018, and 2017 and the total grant-date fair value of shares vested, cash received from option exercises under all share-based payment arrangements, and the actual tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements for the years ended December 31, 2019, 2018, and 2017.

(in thousands)	2019		2018		2017
Unrecognized compensation cost of unvested share-based compensation arrangements granted under the plan at year-end	$	1,410	$	1,072	$	1,242
Grant date fair value of shares vested for the year		605		645		564
Cash received from option exercises under all share-based payment arrangements for the year		401		399		693
Tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements for the year		27		49		138

The unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans at December 31, 2019 is expected to be recognized over a weighted-average period of 1.9 years.

16.  Leases

On January 1, 2019, CTBI adopted ASU No. 2016-02, Leases, (Topic 842) and all subsequent ASUs that modified Topic 842.  Based on leases outstanding at December 31, 2018, the impact of adoption was recording a lease liability of approximately $16.1 million, a right-of-use asset of approximately $15.5 million, and a cumulative-effect adjustment to retained earnings of approximately $0.5 million, net of a $0.1 million adjustment to our deferred tax liability.  CTBI has one finance lease for property but no material subleases or leasing arrangements for which it is the lessor of property or equipment.

CTBI has operating leases for banking and ATM locations.  These leases have remaining lease terms of 1 year to 45 years, some of which include options to extend the leases for up to 5 years.  We evaluated the original lease terms for each operating lease, some of which include options to extend the leases for up to 5 years, using hindsight.  These options, some of which include variable costs related to rent escalations based on recent financial indices, such as the Consumer Price Index, where CTBI estimates future rent increases, are included in the calculation of the lease liability and right-of-use asset when management determines it is reasonably certain the option will be exercised.  CTBI determines this on each lease by considering all relevant contract-based, asset-based, market-based, and entity-based economic factors. Right-of-use assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents our incremental borrowing rate on a collateralized basis, over a similar term at the lease commencement date.  Right-of-use assets are further adjusted for prepaid rent, lease incentives, and initial direct costs, if any.

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The components of lease expense for the year ended December 31, 2019 were as follows:

(in thousands)	Year Ended December 31, 2019
Finance lease cost:
Amortization of right-of-use assets – finance leases	$	52
Interest on lease liabilities – finance leases		54
Total finance lease cost		106
Short-term lease cost		306
Operating lease cost		1,773
Sublease income		257
Total lease cost	$	1,928

Supplemental cash flow information related to CTBI’s operating and finance leases for the year ended December 31, 2019 was as follows:

(in thousands)	Year Ended December 31, 2019
Finance lease – operating cash flows	$	54
Finance lease – financing cash flows		14
Operating lease – operating cash flows (fixed payments)		1,665
New right-of-use assets – operating leases		9
New right-of-use assets – financing leases		0
Weighted average lease term – financing leases	26.02 years
Weighted average lease term – operating leases	13.84 years
Weighted average discount rate – financing leases		3.70	%
Weighted average discount rate – operating leases		3.45	%

Maturities of lease liabilities as of December 31, 2019 are as follows:

(in thousands)	Operating Leases			Finance Leases
2019	$	1,677		$	68
2020		1,710			75
2021		1,703			75
2022		1,626			75
2023		1,313			75
Thereafter		9,654			1,985
Total lease payments		17,683			2,353
Less imputed interest		(3,954	)		(897	)
Total	$	13,729		$	1,456

At December 31, 2018 , minimum non-cancellable rental payments were as follows:

(in thousands)	Operating Lease Payments
2019	$	1,999
2020		1,710
2021		1,737
2022		1,760
2023		1,696
Thereafter		13,031
Total	$	21,933

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17.  Fair Market Value of Financial Assets and Liabilities

Fair Value Measurements

ASC 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.  Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs.  In this standard, the FASB clarifies the principle that fair value should be based on the exit price when pricing the asset or liability.  In support of this principle, ASC 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.  The fair value hierarchy is as follows:

Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in determining an exit price for the assets or liabilities.

Recurring Measurements

The following tables present the fair value measurements of assets recognized in the accompanying balance sheets measured at fair value on a recurring basis as of December 31, 2019 and December 31, 2018 and indicate the level within the fair value hierarchy of the valuation techniques.

(in thousands)			Fair Value Measurements at December 31, 2019 Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured – recurring basis
Available-for-sale securities:
U.S. Treasury and government agencies	$	171,150	$	54,263	$	116,887	$	0
State and political subdivisions		102,307		0		102,307		0
U.S. government sponsored agency mortgage-backed securities		295,245		0		295,245		0
Other debt securities		31,142		0		31,142		0
Equity securities at fair value		1,953		0		0		1,953
Mortgage servicing rights		3,263		0		0		3,263

(in thousands)			Fair Value Measurements at December 31, 2018 Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured – recurring basis
Available-for-sale securities:
U.S. Treasury and government agencies	$	217,938	$	91,028	$	126,910	$	0
State and political subdivisions		124,488		0		124,488		0
U.S. government sponsored agency mortgage-backed securities		250,819		0		250,819		0
Other debt securities		501		0		501		0
Equity securities at fair value		1,173		0		0		1,173
Mortgage servicing rights		3,607		0		0		3,607

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Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.  These valuation methodologies were applied to all of CTBI’s financial assets carried at fair value.  CTBI had no liabilities measured and recorded at fair value as of December 31, 2019 and December 31, 2018.  There have been no significant changes in the valuation techniques during the year ended December 31, 2019.  For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Available-for-Sale Securities

Securities classified as available-for-sale are reported at fair value on a recurring basis.  U.S. Treasury and government agencies are classified as Level 1 of the valuation hierarchy where quoted market prices are available in the active market on which the individual securities are traded.

If quoted market prices are not available, CTBI obtains fair value measurements from an independent pricing service, such as Interactive Data, which utilizes pricing models to determine fair value measurement.  CTBI reviews the pricing quarterly to verify the reasonableness of the pricing.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other factors.  U.S. Treasury and government agencies, state and political subdivisions, U.S. government sponsored agency mortgage-backed securities, and other debt securities are classified as Level 2 inputs.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.  Fair value determinations for Level 3 measurements are estimated on a quarterly basis where assumptions used are reviewed to ensure the estimated fair value complies with accounting standards generally accepted in the United States.

Equity Securities at Fair Value

As of December 31, 2019 and December 31, 2018, the only securities owned by CTBI that were valued using Level 3 criteria are Visa Class B Stock (included in equity securities at fair value).  In determining fair value for Visa Class B Stock, CTBI utilizes the expertise of an independent third party.  Accordingly, fair value is determined by the independent third party using an income approach by utilizing assumptions about factors such as quarterly common stock dividend payments, the conversion of the securities to the relevant Class A Stock shares subject to the prevailing conversion rate and conversion date.  We have reviewed the assumptions, processes, and conclusions of the third party provider.  We have determined these assumptions, processes, and conclusions to be  reasonable and appropriate in determining the fair value of this asset.  See the table below for inputs and valuation techniques used for Level 3 equity securities.

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Mortgage Servicing Rights

Mortgage servicing rights do not trade in an active, open market with readily observable prices.  CTBI reports mortgage servicing rights at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value.

In determining fair value, CTBI utilizes the expertise of an independent third party.  Accordingly, fair value is determined by the independent third party by utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the hierarchy.  Fair value determinations for Level 3 measurements of mortgage servicing rights are tested for impairment on a quarterly basis where assumptions used are reviewed to ensure the estimated fair value complies with accounting standards generally accepted in the United States.  We have reviewed the assumptions, processes, and conclusions of the third party provider.  We have determined these assumptions, processes, and conclusions to be  reasonable and appropriate in determining the fair value of this asset.  See the table below for inputs and valuation techniques used for Level 3 mortgage servicing rights.

Transfers between Levels

There were no transfers between Levels 1, 2, and 3 as of December 31, 2019.

Level 3 Reconciliation

Following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying balance sheet using significant unobservable (Level 3) inputs:

(in thousands)	2019					2018
	Equity Securities at Fair Value		Mortgage Servicing Rights			Equity Securities at Fair Value		Mortgage Servicing Rights
Beginning balance	$	1,173	$	3,607		$	0	$	3,484
Total unrealized gains (losses)
Included in net income		780		(515	)		1,173		73
Issues		0		631			0		466
Settlements		0		(460	)		0		(416	)
Ending balance	$	1,953	$	3,263		$	1,173	$	3,607
Total gains (losses) for the period included in net income attributable to the change in unrealized gains or losses related to assets still held at the reporting date	$	780	$	(515	)	$	1,173	$	73

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Realized and unrealized gains and losses for items reflected in the table above are included in net income in the consolidated statements of income as follows:

Noninterest Income
(in thousands)	2019			2018
Total gains (losses)	$	(195	)	$	830

Nonrecurring Measurements

The following tables present the fair value measurements of assets recognized in the accompanying balance sheets measured at fair value on a nonrecurring basis as of December 31, 2019 and December 31, 2018 and indicate the level within the fair value hierarchy of the valuation techniques.

(in thousands)			Fair Value Measurements at December 31, 2019 Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured – nonrecurring basis
Impaired loans (collateral dependent)	$	3,217	$	0	$	0	$	3,217
Other real estate owned		12,593		0		0		12,593

(in thousands)			Fair Value Measurements at December 31, 2018 Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured – nonrecurring basis
Impaired loans (collateral dependent)	$	747	$	0	$	0	$	747
Other real estate owned		6,500		0		0		6,500

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheet, as well as the general classification of such assets pursuant to the valuation hierarchy.  For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

Impaired Loans (Collateral Dependent)

The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell.  Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

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CTBI considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value.  Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary by the Chief Credit Officer.  Appraisals are reviewed for accuracy and consistency by the Chief Credit Officer.  Appraisers are selected from the list of approved appraisers maintained by management.  The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.  These discounts and estimates are developed by the Chief Credit Officer by comparison to historical results.

Loans considered impaired under ASC 310-35, Impairment of a Loan, are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans are subject to nonrecurring fair value adjustments to reflect subsequent (i) partial write-downs that are based on the observable market price or current appraised value of the collateral or (ii) the full charge-off of the loan carrying value.  Fair value adjustments on impaired loans disclosed above were $0.7 million and $0.3 million for the years ended December 31, 2019 and December 31, 2018, respectively.

Other Real Estate Owned

In accordance with the provisions of ASC 360, Property, Plant, and Equipment, other real estate owned (OREO) is carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell when the real estate is acquired.  Estimated fair value of OREO is based on appraisals or evaluations.  OREO is classified within Level 3 of the fair value hierarchy.  Long-lived assets are subject to nonrecurring fair value adjustments to reflect subsequent partial write-downs that are based on the observable market price or current appraised value of the collateral.  Fair value adjustments on other real estate owned disclosed above were $3.2 million and $1.8 million for the years ended December 31, 2019 and December 31, 2018, respectively.

Our policy for determining the frequency of periodic reviews is based upon consideration of the specific properties and the known or perceived market fluctuations in a particular market and is typically between 12 and 18 months but generally not more than 24 months.  Appraisers are selected from the list of approved appraisers maintained by management.

Unobservable (Level 3) Inputs

The following tables present quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements at December 31, 2019 and December 31, 2018.

(in thousands)	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at December 31, 2019	Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Equity securities at fair value	$1,953	Discount cash flows, computer pricing model	Discount rate	8.0% - 12.0% (10.0%)
			Conversion date	Dec 2022 – Dec 2026 (Dec 2024)
Mortgage servicing rights	$3,263	Discount cash flows, computer pricing model	Constant prepayment rate	0.0% - 24.3% (11.7%)
			Probability of default	0.0% - 100.0% (2.7%)
			Discount rate	10.0% - 11.5% (10.1%)
Impaired loans (collateral-dependent)	$3,217	Market comparable properties	Marketability discount	7.0% - 99.0% (46.0%)
Other real estate owned	$12,593	Market comparable properties	Comparability adjustments	6.0% - 29.8% (11.3%)

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(in thousands)	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at December 31, 2018	Valuation Technique(s)	Unobservable Input	Range (Weighted Average)
Equity securities at fair value	$1,173	Discount cash flows, computer pricing model	Discount rate	8.0% - 12.0% (10.0%)
			Conversion date	Dec 2022 - Dec 2026 (Dec 2024)
Mortgage servicing rights	$3,607	Discount cash flows, computer pricing model	Constant prepayment rate	7.0% - 28.1% (9.5%)
			Probability of default	0.0% - 100.0% (2.6%)
			Discount rate	10.0% - 11.5% (10.1%)
Impaired loans (collateral-dependent)	$747	Market comparable properties	Marketability discount	0.0% - 95.1% (41.5%)
Other real estate owned	$6,500	Market comparable properties	Comparability adjustments	6.0% - 47.6% (14.9%)

Sensitivity of Significant Unobservable Inputs

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and of how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

Equity Securities at Fair Value

Fair market value for equity securities is derived based on unobservable inputs, such as the discount rate, quarterly dividends payable to the Visa Class B common stock and the prevailing conversion rate at the conversion date.  The most recent conversion rate of 1.6228 and the most recent dividend rate of 0.4868 were used to derive the fair value estimate.  Significant increases (decreases) in either of those inputs in isolation would result in a significantly lower (higher) fair value measurement.  Generally, a change in the assumption used for discount rate is accompanied by a directionally opposite change in the fair value estimate.

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Mortgage Servicing Rights

Fair market value for mortgage servicing rights is derived based on unobservable inputs, such as prepayment speeds of the underlying loans generated using the Andrew Davidson Prepayment Model, FHLMC/FNMA guidelines, the weighted average life of the loan, the discount rate, the weighted average coupon, and the weighted average default rate.  Significant increases (decreases) in either of those inputs in isolation would result in a significantly lower (higher) fair value measurement.  Generally, a change in the assumption used for prepayment speeds is accompanied by a directionally opposite change in the assumption for interest rates.

Fair Value of Financial Instruments

The following table presents estimated fair value of CTBI’s financial instruments as of December 31, 2019 and indicates the level within the fair value hierarchy of the valuation techniques.  In accordance with the prospective adoption of ASU 2016-01, the fair values as of December 31, 2019 were measured using an exit price notion.

(in thousands)			Fair Value Measurements at December 31, 2019 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	264,683	$	264,683	$	0	$	0
Certificates of deposit in other banks		245		0		245		0
Securities available-for-sale		599,844		54,263		545,581		0
Securities held-to-maturity		517		0		517		0
Equity securities at fair value		1,953		0		0		1,953
Loans held for sale		1,167		1,191		0		0
Loans, net		3,213,568		0		0		3,283,876
Federal Home Loan Bank stock		10,474		0		10,474		0
Federal Reserve Bank stock		4,887		0		4,887		0
Accrued interest receivable		14,836		0		14,836		0
Mortgage servicing rights		3,263		0		0		3,263
Financial liabilities:
Deposits	$	3,405,572	$	865,760	$	2,560,271	$	0
Repurchase agreements		226,917		0		0		226,921
Federal funds purchased		7,906		0		7,906		0
Advances from Federal Home Loan Bank		415		0		446		0
Long-term debt		57,841		0		0		49,382
Accrued interest payable		2,839		0		2,839		0
Unrecognized financial instruments:
Letters of credit	$	0	$	0	$	0	$	0
Commitments to extend credit		0		0		0		0
Forward sale commitments		0		0		0		0

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The following table presents estimated fair value of CTBI’s financial instruments as of December 31, 2018 and indicates the level within the fair value hierarchy of the valuation techniques.

(in thousands)			Fair Value Measurements at December 31, 2018 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets:
Cash and cash equivalents	$	141,450	$	141,450	$	0	$	0
Certificates of deposit in other banks		3,920		0		3,914		0
Securities available-for-sale		593,746		91,028		502,718		0
Securities held-to-maturity		649		0		649		0
Equity securities at fair value		1,173		0		0		1,173
Loans held for sale		2,461		2,518		0		0
Loans, net		3,172,730		0		0		3,175,908
Federal Home Loan Bank stock		14,713		0		14,713		0
Federal Reserve Bank stock		4,887		0		4,887		0
Accrued interest receivable		14,432		0		14,432		0
Mortgage servicing rights		3,607		0		0		3,607
Financial liabilities:
Deposits	$	3,305,950	$	803,316	$	2,513,084	$	0
Repurchase agreements		232,712		0		0		232,796
Federal funds purchased		1,180		0		1,180		0
Advances from Federal Home Loan Bank		436		0		468		0
Long-term debt		59,341		0		0		44,166
Accrued interest payable		2,902		0		2,902		0
Unrecognized financial instruments:
Letters of credit
Commitments to extend credit	$	0	$	0		0	$	0
Forward sale commitments		0		0		0		0

18.  Off-Balance Sheet Transactions and Guarantees

CTBI is a party to transactions with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include standby letters of credit and commitments to extend credit in the form of unused lines of credit.  CTBI uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

At December 31, CTBI had the following off-balance sheet financial instruments, whose approximate contract amounts represent additional credit risk to CTBI:

(in thousands)	2019		2018
Standby letters of credit	$	30,679	$	29,410
Commitments to extend credit		564,229		510,513
Total off-balance sheet financial instruments	$	594,908	$	539,923

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Standby letters of credit represent conditional commitments to guarantee the performance of a third party.  The credit risk involved is essentially the same as the risk involved in making loans.  At December 31, 2019, we maintained a credit loss reserve recorded in other liabilities of approximately $8 thousand relating to these financial standby letters of credit.  The reserve coverage calculation was determined using essentially the same methodology as used for the allowance for loan and lease losses.  Approximately 67% of the total standby letters of credit are secured, with $15.0 million of the total $30.7 million secured by cash.  Collateral for the remaining secured standby letters of credit varies but is comprised primarily of accounts receivable, inventory, property, equipment, and income-producing properties.

Commitments to extend credit are agreements to originate loans to customers as long as there is no violation of any condition of the contract.  At December 31, 2019, a credit loss reserve recorded in other liabilities of $266 thousand was maintained relating to these commitments.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  Each customer’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty.  Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate, and residential real estate.  A portion of the commitments is to extend credit at fixed rates.  Fixed rate loan commitments at December 31, 2019 of $42.2 million had interest rates ranging predominantly from 3.75% to 5.50%, respectively, and terms predominantly three years or less.  These credit commitments were based on prevailing rates, terms, and conditions applicable to other loans being made at December 31, 2019.

Included in our commitments to extend credit are mortgage loans in the process of origination which are intended for sale to investors in the secondary market.  These forward sale commitments are on an individual loan basis that CTBI originates as part of its mortgage banking activities.  CTBI commits to sell the loans at specified prices in a future period, typically within 60 days.  These commitments are acquired to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale since CTBI is exposed to interest rate risk during the period between issuing a loan commitment and the sale of the loan into the secondary market.  Total mortgage loans in the process of origination amounted to $3.8 million and $2.8 million at December 31, 2019 and 2018, respectively, and mortgage loans held for sale amounted to $1.2 million and $2.5 million for the years ended December 31, 2019 and 2018, respectively.

19.  Concentrations of Credit Risk

CTBI’s banking activities include granting commercial, residential, and consumer loans to customers primarily located in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee.  CTBI is continuing to manage all components of its portfolio mix in a manner to reduce risk from changes in economic conditions. Concentrations of credit, as defined for regulatory purposes, are reviewed quarterly by management to ensure that internally established limits based on Tier 1 Capital plus the allowance for loan and lease losses are not exceeded.  At December 31, 2019 and 2018, our concentrations of hotel/motel industry credits were 43% and 41% of Tier 1 Capital plus the allowance for loan and lease losses, respectively.  Lessors of non-residential buildings credits were 38% and 39%, respectively.  Lessors of residential buildings and dwellings were 41% and 39%, respectively.  These percentages are within our internally established limits regarding concentrations of credit.

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20.  Commitments and Contingencies

CTBI and our subsidiaries, and from time to time, our officers, are named defendants in legal actions arising from ordinary business activities.  Management, after consultation with legal counsel, believes any pending actions at December 31, 2019 are without merit or that the ultimate liability, if any, will not materially affect our consolidated financial position or results of operations.

21.  Regulatory Matters

CTBI’s principal source of funds is dividends received from our banking subsidiary, CTB.  Regulations limit the amount of dividends that may be paid by CTB without prior approval.  During 2020, approximately $68.8 million plus any 2020 net profits can be paid by CTB without prior regulatory approval.

The Federal Reserve Bank adopted quantitative measures which assign risk weightings to assets and off-balance sheet items and also define and set minimum regulatory capital requirements (risk based capital ratios).  Failure to meet certain capital requirements can initiate certain actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements.  On July 2, 2013, the Federal Reserve approved final rules that substantially amended the regulatory risk-based capital rules applicable to CTBI and CTB.  The FDIC subsequently approved these rules.  The final rules implemented the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The rules included new risk-based capital and leverage ratios, which were phased in from 2015 to January 2019, and refined the definition of what constitutes “capital” for purposes of calculating those ratios.  The minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a common equity Tier 1 capital ratio of 4.5% of risk-weighted assets; (ii) a Tier 1 capital ratio of 6% of risk-weighted assets; (iii) a total capital ratio of 8% of risk-weighted assets; and (iv) a Tier 1 leverage ratio of 4% of adjusted quarterly average assets for all institutions.  Tier 1 capital consists principally of shareholders’ equity including capital-qualifying subordinated debt but excluding unrealized gains and losses on securities available-for-sale, less goodwill and certain other intangibles.  Total capital consists of Tier 1 capital plus certain debt instruments and the reserve for credit losses, subject to limitation.  The final rules also established a “capital conservation buffer” above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital.  The capital conservation buffer began to be phased in on January 1, 2016 at 0.625% of risk-weighted assets increased by 0.625% annually until fully implemented in January 2019.  An institution is subject to limitations on certain activities including payment of dividends, share repurchases, and discretionary bonuses to executive officers if its capital level is below the total capital plus capital conservation buffer amount.

The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including CTB, if their capital levels begin to show signs of weakness.  These revisions took effect January 1, 2015.  Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” (i) a common equity Tier 1 capital ratio of 6.5%; (ii) a Tier 1 capital ratio of 8%; (iii) a total capital ratio of 10%; and (iv) a Tier 1 leverage ratio of 5%.  We had Tier 1 leverage, common equity Tier 1 capital, Tier 1, and total capital ratios above the well-capitalized levels and we exceeded the capital conservation standards at December 31, 2019 and 2018.  Based on our current capital composition and levels, we anticipate that our capital ratios, on a Basel III basis, will continue to exceed the well-capitalized minimum capital requirements and capital conservation buffer standards.

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Under the current Federal Reserve Board’s regulatory framework, certain capital securities offered by wholly owned unconsolidated trust preferred entities of CTBI are included as Tier 1 regulatory capital.  On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the Tier 1 capital of bank holding companies (“BHCs”).  Under the final rule, trust preferred securities and other restricted core capital elements are subject to stricter quantitative limits.  The Board’s final rule limits restricted core capital elements to 25 percent of all core capital elements, net of goodwill less any associated deferred tax liability.  Amounts of restricted core capital elements in excess of these limits generally may be included in Tier 2 capital.  The final rule provided a five-year transition period, which ended March 31, 2009, for application of the quantitative limits.  The requirement for trust preferred securities to include a call option has been eliminated, and standards for the junior subordinated debt underlying trust preferred securities eligible for Tier 1 capital treatment have been clarified.  The final rule addressed supervisory concerns, competitive equity considerations, and the accounting for trust preferred securities. The final rule also strengthened the definition of regulatory capital by incorporating longstanding Board policies regarding the acceptable terms of capital instruments included in banking organizations’ Tier 1 or Tier 2 capital.

Consolidated Capital Ratios

	Actual					For Capital Adequacy Purposes
(in thousands)	Amount		Ratio			Amount		Ratio
As of December 31, 2019:
Tier 1 capital (to average assets)	$	601,142		14.01	%	$	171,632		4.00	%
Common equity Tier 1 capital (to risk weighted assets)		545,142		17.18			142,790		4.50
Tier 1 capital (to risk weighted assets)		601,142		18.94			190,436		6.00
Total capital (to risk weighted assets)		636,512		20.05			253,970		8.00
As of December 31, 2018:
Tier 1 capital (to average assets)	$	562,771		13.51	%	$	166,623		4.00	%
Common equity Tier 1 capital (to risk weighted assets)		505,271		16.27			139,749		4.50
Tier 1 capital (to risk weighted assets)		562,771		18.12			186,348		6.00
Total capital (to risk weighted assets)		598,934		19.29			248,391		8.00

Community Trust Bank, Inc.’s Capital Ratios

	Actual					For Capital Adequacy Purposes					To Be Well-Capitalized Under Prompt Corrective Action Provision
(in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2019:
Tier 1 capital (to average assets)	$	570,256		13.34	%	$	170,991		4.00	%	$	213,739		5.00	%
Common equity Tier 1 capital (to risk weighted assets)		570,256		18.01			142,485		4.50			205,811		6.50
Tier 1 capital (to risk weighted assets)		570,256		18.01			189,980		6.00			253,306		8.00
Total capital (to risk weighted assets)		605,625		19.12			253,400		8.00			316,749		10.00
As of December 31, 2018:
Tier 1 capital (to average assets)	$	536,992		12.94	%	$	165,994		4.00	%	$	207,493		5.00	%
Common equity Tier 1 capital (to risk weighted assets)		536,992		17.33			139,438		4.50			201,411		6.50
Tier 1 capital (to risk weighted assets)		536,992		17.33			185,918		6.00			247,890		8.00
Total capital (to risk weighted assets)		573,155		18.50			247,851		8.00			309,814		10.00

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22.  Parent Company Financial Statements

Condensed Balance Sheets

(in thousands) December 31	2019		2018
Assets:
Cash on deposit	$	2,089	$	1,939
Investment in and advances to subsidiaries		667,206		620,701
Goodwill		4,973		4,973
Premises and equipment, net		153		219
Deferred taxes		5,100		193
Other assets		44		45
Total assets	$	679,565	$	628,070
Liabilities and shareholders’ equity:
Long-term debt	$	61,341	$	61,341
Other liabilities		3,338		2,579
Total liabilities		64,679		63,920
Shareholders’ equity		614,886		564,150
Total liabilities and shareholders’ equity	$	679,565	$	628,070

Condensed Statements of Income and Comprehensive Income

(in thousands) Year Ended December 31	2019			2018			2017
Income:
Dividends from subsidiary banks	$	30,152		$	26,750		$	24,661
Other income		757			489			904
Total income		30,909			27,239			25,565
Expenses:
Interest expense		2,520			2,318			1,723
Depreciation expense		144			135			116
Other expenses		3,273			3,156			2,858
Total expenses		5,937			5,609			4,697
Income before income taxes and equity in undistributed income of subsidiaries		24,972			21,630			20,868
Income tax benefit		(4,947	)		(1,219	)		(1,445	)
Income before equity in undistributed income of subsidiaries		29,919			22,849			22,313
Equity in undistributed income of subsidiaries		34,621			36,379			29,180
Net income	$	64,540		$	59,228		$	51,493
Other comprehensive gain (loss):
Unrealized holding gains (losses) on securities available-for-sale :
Unrealized holding gains (losses) arising during the period		14,270			(5,393	)		(820	)
Less: Reclassification adjustments for realized gains (losses) included in net income		3			(821	)		73
Tax expense (benefit)		3,403			(960	)		(312	)
Other comprehensive gain (loss), net of tax		10,864			(3,612	)		(581	)
Comprehensive income	$	75,404		$	55,616		$	50,912

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Condensed Statements of Cash Flows

(in thousands) Year Ended December 31	2019			2018			2017
Cash flows from operating activities:
Net income	$	64,540		$	59,228		$	51,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		144			135			116
Equity in undistributed earnings of subsidiaries		(34,621	)		(36,379	)		(29,180	)
Deferred taxes		(4,907	)		(12	)		192
Stock-based compensation		859			710			636
Gain on debt repurchase		(219	)		0			(560	)
Changes in:
Other assets		1			(50	)		(47	)
Other liabilities		683			53			412
Net cash provided by operating activities		26,480			23,685			23,062
Cash flows from investing activities:
Payment for investment in subsidiary		(1,281	)		0			(1,440	)
Purchase of premises and equipment		(78	)		(81	)		(179	)
Net cash used in investing activities		(1,359	)		(81	)		(1,619	)
Cash flows from financing activities:
Issuance of common stock		1,264			1,230			1,513
Dividends paid		(26,235	)		(24,395	)		(22,981	)
Net cash used in financing activities		(24,971	)		(23,165	)		(21,468	)
Net increase (decrease) in cash and cash equivalents		150			439			(25	)
Cash and cash equivalents at beginning of year		1,939			1,500			1,525
Cash and cash equivalents at end of year	$	2,089		$	1,939		$	1,500

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23.  Earnings Per Share

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

Year Ended December 31 (in thousands except per share data)	2019		2018		2017
Numerator:
Net income	$	64,540	$	59,228	$	51,493
Denominator:
Basic earnings per share:
Weighted average shares		17,724		17,687		17,631
Diluted earnings per share:
Dilutive effect of equity grants		16		16		22
Adjusted weighted average shares		17,740		17,703		17,653
Earnings per share:
Basic earnings per share	$	3.64	$	3.35	$	2.92
Diluted earnings per share		3.64		3.35		2.92

There were no options to purchase common shares that were excluded from the diluted calculations above for the years ended December 31, 2019, 2018, and 2017.  In addition to in-the-money stock options, unvested restricted stock grants were also used in the calculation of diluted earnings per share based on the treasury method.

24.  Accumulated Other Comprehensive Income

Unrealized gains (losses) on AFS securities

Amounts reclassified from accumulated other comprehensive income (AOCI) and the affected line items in the statements of income during the years ended December 31, 2019, 2018, and 2017 were:

	Amounts Reclassified from AOCI
Year Ended December 31 (in thousands)	2019		2018			2017
Affected line item in the statements of income
Securities gains (losses)	$	3	$	(821	)	$	73
Tax expense (benefit)		1		(172	)		26
Total reclassifications out of AOCI	$	2	$	(649	)	$	47

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors, and Audit Committee

Community Trust Bancorp, Inc.

Pikeville, Kentucky

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Community Trust Bancorp, Inc. as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Community Trust Bancorp, Inc. as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Community Trust Bancorp, Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 28, 2020, expressed an unqualified opinion on the effectiveness of Community Trust Bancorp, Inc.’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of Community Trust Bancorp, Inc.’s management.  Our responsibility is to express an opinion on Community Trust Bancorp, Inc.’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Community Trust Bancorp, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:  (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.  The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Loan Losses

As more fully described in Note 1 to the consolidated financial statements, Community Trust Bancorp, Inc. estimates the allowance for loan and lease loss (ALLL) at a level that is appropriate to cover estimated credit losses on individually evaluated loans determined to be impaired, as well as estimated credit losses inherent in the remainder of the loan and lease portfolio.  The determination of the ALLL requires significant judgment reflecting Community Trust Bancorp, Inc.’s best estimate of probable loan and lease losses. Impairment on loans determined to be impaired is measured on a loan-by-loan basis.  Historical loss rates are analyzed and applied to loans not considered impaired.  Historical loss rates are adjusted for significant factors that, in management’s judgement, reflected the impact of any current conditions on loss recognition. Management continually reevaluates the other subjective factors included in its ALLL analysis.

We identified the valuation of the ALLL as a critical audit matter.  The primary reason for our determination that the allowance for loan losses is a critical audit matter is that auditing the estimated allowance for loan losses involved significant judgment and complex review.  Auditing the ALLL involved a high degree of subjectivity in evaluating management’s estimates, such as evaluating management’s assessment of economic conditions and other environmental factors, evaluating the adequacy of specific allowances associated with impaired loans and assessing the appropriateness of loan grades.

Our audit procedures related to the estimated allowance for loan losses included the following procedures, among others.

• Testing the design and operating effectiveness of internal controls, including those related to technology, over the ALLL calculation including data completeness and accuracy, verification of historical net loss data and calculated net loss rates, the establishment of qualitative adjustments, grading and risk classification of loans by segment including internal independent loan review functions, establishment of specific reserves on impaired loans and management’s review controls over the ALLL as a whole.

• Testing of completeness and accuracy of the information utilized in the calculation of the allowance for credit losses, including reports used in management review controls over the ALLL.

• Testing clerical/computational accuracy of the formulas within the calculation spreadsheet.

• Evaluating the qualitative adjustments to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions.

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• Evaluating management’s risk ratings of loans through utilizing internal specialists to assist us in evaluating the appropriateness of loan grades and identification of impaired loans.

• Evaluating specific reserves on impaired loans.

• Preparation of an independent estimate of an acceptable range of the allowance for loan loss to compare to management’s estimate.

• Evaluating overall reasonableness of estimated reserve by considering past performance of Community Trust Bancorp, Inc.’s loan portfolio, trends in credit quality of the loan portfolio and trends in peer institutions credit quality and ALLL, and comparing the trends to the Company’s allowance for loan loss trends for directional consistency compared to previous years.

Emphasis of Matter

As discussed in Note 1 and Note 16 to the consolidated financial statements, Community Trust Bancorp, Inc. has changed its method of accounting for leases in 2019 due to the adoption of Topic 842.

/s/ BKD, LLP

We have served as Community Trust Bancorp, Inc.’s auditor since 2006.

Louisville, Kentucky

February 28, 2020

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Board of Directors, and Audit Committee

Community Trust Bancorp, Inc.

Pikeville, Kentucky

Opinion on the Internal Control over Financial Reporting

We have audited Community Trust Bancorp, Inc.’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control––Integrated Framework:  (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, Community Trust Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control––Integrated Framework:  (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of Community Trust Bancorp, Inc. and our report dated February 28, 2020, expressed an unqualified opinion thereon.

Basis for Opinion

Community Trust Bancorp, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management report on internal control over financial reporting, included in the accompanying management report on internal control.  Our responsibility is to express an opinion on Community Trust Bancorp, Inc.’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Community Trust Bancorp, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

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Definitions and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BKD, LLP

Louisville, Kentucky

February 28, 2020

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

CTBI’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934.  As of December 31, 2019, an evaluation was carried out by CTBI’s management, with the participation of our Chief Executive Officer and our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, management concluded that disclosure controls and procedures as of December 31, 2019 were effective in ensuring material information required to be disclosed in this annual report on Form 10-K was recorded, processed, summarized, and reported on a timely basis.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2019 based on the control criteria in the 2013 COSO Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.  Based on such evaluation, we have concluded that CTBI’s internal control over financial reporting is effective as of December 31, 2019.

There were no changes in CTBI’s internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, CTBI’s internal control over financial reporting.

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MANAGEMENT REPORT ON INTERNAL CONTROL

We, as management of Community Trust Bancorp, Inc. and its subsidiaries (“CTBI”), are responsible for establishing and maintaining adequate internal control over financial reporting.  Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls.  Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation.  Further, because of changes in conditions, the effectiveness of internal control may vary over time.

Because of the inherent limitations, any system of internal control over financial reporting, no matter how well designed, may not prevent or detect misstatements due to the possibility that a control can be circumvented or overridden or that misstatements due to error or fraud may occur that are not detected.  Also, projections of the effectiveness to future periods are subject to the risk that the internal controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures included in such controls may deteriorate.

Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2019 based on the control criteria in the 2013 COSO Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on such evaluation, we have concluded that CTBI’s internal control over financial reporting is effective as of December 31, 2019.

The effectiveness of CTBI’s internal control over financial reporting as of December 31, 2019 has been audited by BKD, LLP, an independent registered public accounting firm that audited the CTBI’s consolidated financial statements included in this annual report.

February 28, 2020	/s/ Jean R. Hale
	Jean R. Hale
	Chairman, President, and Chief Executive Officer
	/s/ Kevin J. Stumbo
	Kevin J. Stumbo
	Executive Vice President, Chief Financial Officer, and Treasurer

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Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

The information required by this item (other than disclosure of our executive officers, which is included in Part I, Item 1 of this report) is omitted, because CTBI is filing a definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report which includes the required information.  The required information contained in CTBI’s proxy statement is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this item is omitted because CTBI is filing a definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report which includes the required information.  The required information contained in CTBI’s proxy statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item other than the information provided below is omitted, because CTBI is filing a definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report which includes the required information.  The required information contained in CTBI’s proxy statement is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2019, with respect to compensation plans under which common shares of CTBI are authorized for issuance to officers or employees in exchange for consideration in the form of services provided to CTBI and/or its subsidiaries.  At December 31, 2019, we maintained one active and one inactive incentive stock option plans covering key employees.  The 2015 Stock Ownership Incentive Plan (“2015 Plan”) was approved by the Board of Directors and the Shareholders in 2015.  The 2006 Stock Ownership Incentive Plan (“2006 Plan”) was approved by the Board of Directors and the Shareholders in 2006.  The 2006 Plan was rendered inactive as of April 28, 2015.  The 2015 Plan has 550,000 shares authorized, 481,396 of which were available at December 31, 2019.  Shares issuable pursuant to awards which were granted under the prior plans on or before their respective expiration or termination dates will be issued from the remaining shares reserved for issuance under the prior plans. The shares of common stock reserved for issuance under the prior plans in excess of the number of shares as to which options or other benefits are awarded thereunder, and any shares as to which options or other benefits granted under the prior plans may lapse, expire, terminate or be canceled, will not be reserved and available for issuance or reissuance under the 2015 Plan.

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	A		B		C
Plan Category (shares in thousands)	Number of Common Shares to be Issued Upon Exercise		Weighted Average Price		Number of Securities Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column A)
Equity compensation plans approved by shareholders:
Stock options		20	$	32.04		481
Equity compensation plans not approved by shareholders		0		--		0
Total						481

Additional information regarding CTBI’s stock option plans can be found in notes 1 and 15 to the consolidated financial statements.

Item 13. Certain Relationships, Related Transactions, and Director Independence

The information required by this item is omitted, because CTBI is filing a definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report which includes the required information.  The required information contained in CTBI’s proxy statement is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

The information required by this item is omitted, because CTBI is filing a definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report which includes the required information.  The required information contained in CTBI’s proxy statement is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)           1.           Financial Statements

The following financial statements of CTBI and the auditor’s report thereon are filed as part of this Form 10-K under Item 8. Financial Statements and Supplementary Data:

Consolidated Balance Sheets

Consolidated Statements of Income and Other Comprehensive Income

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

114

2. Financial Statement Schedules

All required financial statement schedules for CTBI have been included in this Form 10-K in the consolidated financial statements or the related footnotes.

3. Exhibits

Exhibit No.	Description of Exhibits
3.1	Articles of Incorporation and all amendments thereto {incorporated by reference to registration statement no. 33-35138}
3.2	By-laws of CTBI as amended July 25, 1995 {incorporated by reference to registration statement no. 33-61891}
3.3	By-laws of CTBI as amended January 29, 2008 {incorporated by reference to current report on Form 8-K filed January 30, 2008}
4.1	Description of CTBI’s Securities Registered under Section 12 of the Securities Exchange Act of 1934
10.1*	Community Trust Bancorp, Inc. Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference to Form 10-K for the fiscal year ended December 31, 2006 under SEC file no. 000-111-29}
10.2*	Community Trust Bancorp, Inc. Savings and Employee Stock Ownership Plan (Amendment Number One effective January 1, 2002, Amendment Number Two effective January 1, 2004, Amendment Number Three effective March 28, 2005, and Amendment Number Four effective January 1, 2006) {incorporated herein by reference to Form 10-K for the fiscal year ended December 31, 2006 under SEC file no. 000-111-29}
10.4*	Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated by reference to registration statement no. 333-74217}
10.5*	Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated by reference to Proxy Statement dated March 24, 2006}
10.6*	Form of Severance Agreement between Community Trust Bancorp, Inc. and executive officers (currently in effect with respect to twelve executive officers) {incorporated herein by reference to Form 10-K for the fiscal year ended December 31, 2001 under SEC file no. 000-111-29}
10.7*	Senior Management Incentive Compensation Plan (2020) {incorporated herein by reference to current report on Form 8-K dated January 28, 2020}
10.8*	Restricted Stock Agreement {incorporated herein by reference to Form 10-K for the fiscal year ended December 31, 2011 under SEC file no. 000-111-29}
10.9*	Employee Incentive Compensation Plan (2020) {incorporated herein by reference to current report on Form 8-K dated January 28, 2020}

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10.10*	Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference to current report on Form 8-K dated January 24, 2012}
10.11*	Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference to registration statement no. 333-208053}
10.18*	Community Trust Bancorp, Inc. 2018 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 23, 2018}
10.19*	Community Trust Bancorp, Inc. 2019 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 29, 2019}
10.20*	Community Trust Bancorp, Inc. 2020 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 28, 2020}
21+	Subsidiaries of the Registrant
23.1+	Consent of BKD, LLP, Independent Registered Public Accounting Firm
31.1+	Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer)
31.2+	Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer)
32.1+	Certification of Jean R. Hale, Chairman, President and CEO, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certification of Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Community Trust Bancorp, Inc. Dividend Reinvestment Plan, as amended December 20, 2013 {incorporated by reference to registration statement no. 333-193011}
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.

+ Furnished with this report.

116

(b) Exhibits

The response to this portion of Item 15 is submitted in (a) 3. above.

(c) Financial Statement Schedules

None

Item 16. Form 10-K Summary

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

	COMMUNITY TRUST BANCORP, INC.
February 28, 2020	By:	/s/ Jean R. Hale
		Jean R. Hale
		Chairman, President, and Chief Executive Officer
		/s/ Kevin J. Stumbo
		Kevin J. Stumbo
		Executive Vice President, Chief Financial Officer, and Treasurer

117

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

February 28, 2020	/s/ Jean R. Hale	Chairman, President, and Chief Executive Officer
	Jean R. Hale
February 28, 2020	/s/ Kevin J. Stumbo	Executive Vice President, Chief Financial Officer, and Treasurer
	Kevin J. Stumbo
February 28, 2020	/s/ Charles J. Baird	Director
	Charles J. Baird
February 28, 2020	/s/ Nick Carter	Director
	Nick Carter
February 28, 2020	/s/ Franklin H. Farris, Jr.	Director
	Franklin H. Farris, Jr.
February 28, 2020	/s/ James E. McGhee, II	Director
	James E. McGhee II
February 28, 2020	/s/ M. Lynn Parrish	Director
	M. Lynn Parrish
February 28, 2020	/s/ Anthony W. St. Charles	Director
	Anthony W. St. Charles

118