8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 30, 2019

_________________________________________________________________

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16715	56-1528994
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 Six Forks Road; Raleigh, North Carolina	27609
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (919) 716-7000

________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, Par Value $1	FCNCA	NASDAQ Global Select Market

Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934.

Class B Common Stock, Par Value $1

(Title of class)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

On July 30, 2019, Registrant announced its results of operations for the quarter ended June 30, 2019. A copy of Registrant's press release issued this date is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits listed on the Exhibit Index are included with or incorporated into this report.

Exhibit No.	Exhibit Description
99.1	July 30, 2019 Press Release

Disclosures About Forward Looking Statements

The discussions included in this Report and its exhibits may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Such statements are often characterized by the use of qualifying words such as "expects," "anticipates," "believes," "estimates," "plans," "projects," or other statements concerning opinions or judgments of the Registrant and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those described in the statements. The accuracy of such forward-looking statements could be affected by factors beyond the Registrant's control, including, but not limited to, the financial success or changing conditions or strategies of the Registrant's customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel, the delay in closing (or failure to close) one or more of our previously announced acquisition transaction(s), the failure to realize the anticipated benefits of our previously announced acquisition transaction(s), or general competitive, economic, political, and market conditions. These forward-looking statements are made only as of the date of this Report, and the Registrant undertakes no obligation to revise or update these statements following the date of this Report, except as may be required by law.

SIGNATURE

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

		First Citizens BancShares, Inc.
		(Registrant)
Date:	July 30, 2019	By: /s/ Craig L. Nix
		Craig L. Nix
		Chief Financial Officer

EX-99.1

	NEWS RELEASE
For Immediate Release	Contact:	Barbara Thompson
July 30, 2019		First Citizens BancShares
		919.716.2716

FIRST CITIZENS BANCSHARES REPORTS EARNINGS FOR SECOND QUARTER2019

RALEIGH, N.C. -- First Citizens BancShares Inc. (BancShares) (Nasdaq: FCNCA) reported strong earnings for the second quarter of 2019, according to Frank B. Holding, Jr., Chairman of the Board. Key results for the quarter ended June 30, 2019, are presented below:

SECOND QUARTER RESULTS
Q2 2019	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Q2 2018
$119.4	$93.3	$10.56	$7.77	1.29%	1.08%	13.50%	11.00%
Net income (in millions)		Net income per share		Return on average assets		Return on average equity
YEAR-TO-DATE (YTD) RESULTS
YTD 2019	YTD 2018	YTD 2019	YTD 2018	YTD 2019	YTD 2018	YTD 2019	YTD 2018
$230.7	$193.5	$20.23	$16.11	1.28%	1.13%	13.19%	11.59%
Net income (in millions)		Net income per share		Return on average assets		Return on average equity

SECOND QUARTER HIGHLIGHTS
Net income	Net income for the second quarter of 2019 totaled $119.4 million, an increase of $26.1 million, or 27.9% compared to the same quarter in 2018. Net income increased $2.79 on a per share basis, or 35.9%, to $10.56 in the second quarter of 2019, from $7.77 per share during the same period in 2018.
Return on average assets and equity	Return on average assets for the second quarter of 2019 improved by 21 basis points over the second quarter of 2018 to 1.29%. The increase was primarily due to higher net interest margin. Return on average equity for the second quarter of 2019 improved 250 basis points over the second quarter of 2018 to 13.50%.
Net interest income and net interest margin	BancShares reported total net interest income of $327.3 million for the second quarter of 2019, an increase of $31.1 million or 10.5%, compared to the same quarter in 2018. The taxable-equivalent net interest margin (NIM) was 3.79% for the second quarter of 2019, up 15 basis points from 3.64% during the same quarter in 2018.
Operating performance	Noninterest income totaled $106.9 million for the second quarter of 2019, compared to $100.9 million for the same quarter of 2018. Noninterest expense was $273.4 million for the second quarter of 2019, compared to $266.0 million during the same quarter of 2018.
Loans and credit quality	Total loans grew to $26.73 billion, an increase of $1.26 billion since March 31, 2019. Of this growth, $1.03 billion was due to recently acquired banks and the remainder was due to organic growth. Provision expense totaled $5.2 million for the second quarter of 2019, a decrease of $3.2 million compared to the same quarter in 2018. The net charge-off ratio was 0.11% for the second quarter of 2019, unchanged for the same quarter in 2018.
Deposits	Total deposits grew to $32.72 billion, an increase of $1.52 billion since March 31, 2019. The growth from recent acquisitions totaled $1.04 billion, while the remaining $484.5 million was due to organic growth.
Capital	BancShares repurchased 205,500 shares of its Class A common stock during the second quarter of 2019 totaling approximately $89.8 million. At June 30, 2019, BancShares remained well capitalized with a total risk-based capital ratio of 13.3%, a Tier 1 risk-based capital ratio and common equity Tier 1 ratio of 12.0% and a leverage ratio of 9.4%.

RECENT MERGER ACTIVITY

On April 23, 2019, BancShares’ bank subsidiary First-Citizens Bank & Trust Company (First Citizens Bank) entered into a definitive merger agreement for the acquisition of Franklin, North Carolina-based Entegra Financial Corp. (Entegra) and its bank subsidiary, Entegra Bank. Under the terms of the agreement, cash consideration of $30.18 per share will be paid to the shareholders of Entegra for each share of common stock and for each restricted stock unit after conversion to common stock, and each outstanding option to purchase Entegra common stock will be canceled and each option holder will receive a cash payment. The total transaction value is anticipated to be approximately $219.8 million. The transaction is anticipated to close during the second half of 2019, subject to the receipt of regulatory approvals, the approval of Entegra’s shareholders and the satisfaction of other customary closing conditions. As of March 31, 2019, Entegra reported $1.67 billion in consolidated assets, $1.08 billion in loans and $1.25 billion in deposits.

On May 1, 2019, First Citizens Bank completed the merger of Spartanburg, South Carolina-based First South Bancorp, Inc. (First South Bancorp) and its bank subsidiary, First South Bank. Under the terms of the agreement, cash consideration of $1.15 per share was paid to the shareholders of First South Bancorp for each share of common stock, totaling approximately $37.5 million. The merger allowed First Citizens Bank to expand its presence in South Carolina. The merger contributed $253.0 million in consolidated assets, which included $179.2 million in loans and $207.6 million in deposits as of the merger date.

On April 2, 2019, First Citizens Bank completed the merger of Coconut Grove, Florida-based Biscayne Bancshares, Inc. (Biscayne Bancshares) and its bank subsidiary, Biscayne Bank. Under the terms of the agreement, cash consideration of $25.05 per share was paid to the shareholders of Biscayne Bancshares for each share of common stock, totaling approximately $118.9 million. The merger allowed First Citizens Bank to expand its presence in Florida and enhance banking efforts in South Florida. The merger contributed $1.08 billion in consolidated assets, which included $863.4 million in loans, and $786.5 million in deposits as of the merger date.

NET INTEREST INCOME

Net interest income for second quarter of 2019 totaled $327.3 million, an increase of $31.1 million, or 10.5%, compared to the second quarter of 2018. The taxable-equivalent NIM was 3.79% in the second quarter of 2019, an increase of 15 basis points from 3.64% for the same quarter in the prior year. The primary driver of this growth was a $42.1 million, or 24 basis points, increase in interest and fees on loans due to a rise in average loans outstanding, as well as higher loan yields. This growth was partially offset by a $14.6 million, or 30 basis points, increase in interest expense on deposits due to higher rates on time deposits and money market accounts.

Net interest income for the six months ended June 30, 2019, totaled $647.8 million, an increase of $67.2 million, or 11.6%, compared to the same period of 2018. The taxable-equivalent NIM was 3.84% for the six months ended June 30, 2019, an increase of 23 basis points for the same period in the prior year. Similar to the discussion above, the primary driver of the growth was an $81.1 million, or 27 basis points, increase to interest and fees on loans due to a rise in average loans outstanding, as well as a higher loan yields. This growth was partially offset by a $23.8 million, or 25 basis points, increase to interest expense on deposits due to higher rates on time deposits and money market accounts.

Although net interest margin has expanded in recent years, management does not believe this trend will continue as new loan yields are declining due to changes in forward rate expectations and increased competition. This trend, coupled with higher interest expense on deposits will likely result in margin compression for the remainder of 2019.

PROVISION FOR LOAN AND LEASE LOSSES

BancShares recorded net provision expense of $5.2 million and $16.9 million for the three and six months ended June 30, 2019, as compared to $8.4 million and $16.0 million, respectively, for the same periods in 2018. The fluctuations in provision expense are primarily due to variances in loan growth balances for the periods, as well as changes in portfolio composition and credit quality. The net charge-off ratio remained stable at 0.11% for all periods presented.

NONINTEREST INCOME

Noninterest income for the second quarter of 2019 totaled $106.9 million, an increase of $5.9 million from the second quarter of 2018. Noninterest income, excluding realized gains on securities sales and a positive fair value adjustment on marketable equity securities, totaled $98.0 million for the three months ended June 30, 2019, compared to $96.5 million for the same period in 2018. This $1.5 million increase was primarily driven by a $3.6 million increase in cardholder services income due to increased interchange rates and transaction volume, as well as reduced processing fees. This increase was partially offset by a $0.9 million decline in recoveries on acquired loans, as well as a $0.9 million decrease in wealth services income.

Noninterest income for the first six months of 2019 totaled $210.5 million, a decrease of $13.1 million from the same period of 2018. Noninterest income, excluding gains on extinguishment of debt, realized gains on securities sales and a positive fair value adjustment on marketable equity securities, totaled $190.3 million for the six months ended June 30, 2019, compared to $192.4 million for the same period in 2018. This $2.0 million reduction was primarily driven by a $2.9 million decrease in service charges on deposit accounts and ATM income and a $2.6 million decrease in recoveries on acquired loans. Offsetting these reductions was a $5.4 million increase in cardholder services income due to increased transaction volume and interchange rates, as well as reduced processing fees.

NONINTEREST EXPENSE

Noninterest expense totaled $273.4 million for the second quarter of 2019, a $7.4 million increase compared to the same period in 2018. The increase was largely driven by a $7.2 million increase in personnel-related expenses primarily due to increased salaries and wages as a result of merit increases and personnel additions from recent acquisitions, a $3.3 million increase in equipment expense and a $1.7 million increase in merger-related expense due to recent acquisition activity. Offsetting these increases were a $2.7 million reduction in FDIC insurance expense as the large bank surcharge was eliminated in the fourth quarter of 2018 and a $1.2 million decline in processing fees paid to third parties driven by the elimination of fees on recently converted acquired banks.

Noninterest expense totaled $541.1 million for the first six months of 2019, a $7.0 million increase compared to the same period of 2018. The increase was largely driven by a $10.8 million increase in personnel-related expenses largely due to increased salaries and wages as a result of merit increases, as well as increased headcount from recent acquisitions, a $5.1 million increase in equipment expense and a $2.8 million increase in merger-related expense due to recent acquisition activity. Offsetting these increases were a $5.8 million reduction in FDIC insurance expense and a $2.4 million decline in processing fees paid to third parties.

INCOME TAXES

Income tax expense totaled $36.3 million and $29.4 million for the second quarter of 2019 and 2018, respectively, representing effective tax rates of 23.3% and 24.0% for the respective periods.

Income tax expense totaled $69.6 million and $60.6 million for the first six months of 2019 and 2018, respectively, representing effective tax rates of 23.2% and 23.9% for the respective six month periods.

LOANS AND DEPOSITS

At June 30, 2019, loans totaled $26.73 billion, an increase of $1.26 billion since March 31, 2019. Of this current quarter increase, $1.03 billion was due to the recent acquisitions of Biscayne Bancshares and First South Bancorp while the remaining $230.9 million was primarily due to organic growth in the commercial mortgage and residential mortgage portfolios. Total loans have increased $1.20 billion since December 31, 2018; excluding acquired loans, total loans increased $171.4 million, or by 1.4% on an annualized basis.

At June 30, 2019, deposits totaled $32.72 billion, an increase of $1.52 billion since March 31, 2019. Of this current quarter increase, $1.04 billion was due to the recent acquisitions of Biscayne Bancshares and First South Bancorp while the remaining $484.5 million was primarily due to organic growth in checking, money market, and time deposit accounts. Total deposits have increased $2.05 billion since December 31, 2018; excluding acquired deposits, total deposits increased $1.01 billion, or by 6.6% on an annualized basis.

ALLOWANCE FOR LOAN AND LEASE LOSSES

The allowance for loan and lease losses was $226.6 million at June 30, 2019, compared to $228.8 million at March 31, 2019. The reduction in the allowance during the second quarter was primarily due to changes in overall portfolio composition and credit quality, as well as declines in the reserves on specifically reviewed loans. The allowance as a percentage of total loans was 0.85% at June 30, 2019, compared to 0.90% at March 31, 2019 and 0.88% at December 31, 2018. The net charge-off ratio remained stable at 0.11% for all periods presented.

NONPERFORMING ASSETS

BancShares’ nonperforming assets, including nonaccrual loans and other real estate owned, were $151.2 million or 0.57% of total loans at June 30, 2019, compared to $133.9 million or 0.53% of total loans at March 31, 2019. The $17.3 million increase was primarily due to an increase in nonaccrual loans primarily within the commercial and residential mortgage portfolios, as well as nonperforming assets acquired from Biscayne Bancshares and First South Bancorp of $7.9 million.

SHARES REPURCHASED

In October 2018, BancShares’Board of Directors authorized the repurchase of up to 800,000 of BancShares’Class A common stock for the period November 1, 2018, through October 31, 2019. During the second quarter of 2019, BancShares repurchased 205,500 shares for approximately $89.8 million at an average cost per share of $436.81. As of June 30, 2019, a total of 630,500 shares have been repurchased under the current Board authority, including 425,000 shares repurchased in the first quarter of 2019.There were no repurchases made during the first six months of 2018.

In April 2019, the Board authorized additional repurchases not to exceed 800,000 of BancShares’ Class A common stock for the period July 1, 2019 through June 30, 2020. This authorization was effective July 1, 2019 and supersedes the authorization approved in October 2018.

ABOUT FIRST CITIZENS BANCSHARES

BancShares is the financial holding company for Raleigh, North Carolina-headquartered First Citizens Bank. First Citizens Bank provides a broad range of financial services to individuals, businesses, professionals and the medical community through branch offices in 19 states, including digital banking, mobile banking, ATMs and telephone banking. As of June 30, 2019, BancShares had total assets of $37.66 billion.

For more information, visit First Citizens’ website at firstcitizens.com. First Citizens Bank. Forever First^®.

DISCLOSURES ABOUT FORWARD LOOKING STATEMENTS

The discussions included in this Press Release may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward-looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Registrant and its management about future events. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those described in the statements. The accuracy of such forward-looking statements could be affected by factors beyond the Registrant’s control, including, but not limited to, the financial success or changing conditions or strategies of the Registrant’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel, the delay in closing (or failure to close) one or more of our previously announced acquisition transaction(s), the failure to realize the anticipated benefits of our previously announced acquisition transaction(s), or general competitive, economic, political, and market conditions. These forward-looking statements are made only as of the date of this Press Release, and the Registrant undertakes no obligation to revise or update these statements following the date of this Press Release, except as may be required by law.

###

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars in thousands, except share data; unaudited)	For the three months ended									Six months ended June 30
	June 30, 2019			March 31, 2019			June 30, 2018			2019			2018
SUMMARY OF OPERATIONS
Interest income	$	350,721		$	336,924		$	303,877		$	687,645		$	596,478
Interest expense	23,373			16,452			7,658			39,825			15,822
Net interest income	327,348			320,472			296,219			647,820			580,656
Provision for loan and lease losses	5,198			11,750			8,438			16,948			16,043
Net interest income after provision for loan and lease losses	322,150			308,722			287,781			630,872			564,613
Noninterest income	106,875			103,663			100,927			210,538			223,611
Noninterest expense	273,397			267,657			265,993			541,054			534,056
Income before income taxes	155,628			144,728			122,715			300,356			254,168
Income taxes	36,269			33,369			29,424			69,638			60,646
Net income	$	119,359		$	111,359		$	93,291		$	230,718		$	193,522
Taxable-equivalent net interest income	$	328,201		$	321,372		$	297,021		$	649,573		$	582,269
PER SHARE DATA
Net income per share	$	10.56		$	9.67		$	7.77		$	20.23		$	16.11
Cash dividends per share	0.40			0.40			0.35			0.80			0.70
Book value at period-end	319.74			309.46			286.99			319.74			286.99
CONDENSED BALANCE SHEET
Cash and due from banks	$	284,147		$	268,599		$	260,525		$	284,147		$	260,525
Overnight investments	1,640,264			1,386,525			1,223,311			1,640,264			1,223,311
Investment securities	6,695,578			6,914,513			7,190,545			6,695,578			7,190,545
Loans and leases	26,728,237			25,463,785			24,538,437			26,728,237			24,538,437
Less allowance for loan and lease losses	(226,583		)	(228,775		)	(224,865		)	(226,583		)	(224,865		)
Other assets	2,533,451			2,157,023			2,100,613			2,533,451			2,100,613
Total assets	$	37,655,094		$	35,961,670		$	35,088,566		$	37,655,094		$	35,088,566
Deposits	$	32,719,671		$	31,198,093		$	30,408,884		$	32,719,671		$	30,408,884
Other liabilities	1,360,810			1,240,268			1,232,796			1,360,810			1,232,796
Shareholders’ equity	3,574,613			3,523,309			3,446,886			3,574,613			3,446,886
Total liabilities and shareholders’ equity	$	37,655,094		$	35,961,670		$	35,088,566		$	37,655,094		$	35,088,566
SELECTED PERIOD AVERAGE BALANCES
Total assets	$	37,049,030		$	35,625,885		$	34,673,927		$	36,338,836		$	34,471,833
Investment securities	6,803,570			6,790,671			7,091,442			6,797,656			7,072,328
Loans and leases	26,597,242			25,515,988			24,205,363			26,059,602			23,937,221
Interest-earning assets	34,674,842			33,432,162			32,669,810			34,056,935			32,496,086
Deposits	32,100,210			30,802,567			30,100,615			31,454,973			29,788,106
Interest-bearing liabilities	20,397,445			19,655,434			18,885,168			20,028,489			18,957,881
Shareholders’ equity	3,546,041			3,509,746			3,400,867			3,528,549			3,366,990
Shares outstanding	11,286,520			11,519,008			12,010,405			11,402,122			12,010,405
SELECTED RATIOS
Annualized return on average assets	1.29		%	1.27		%	1.08		%	1.28		%	1.13		%
Annualized return on average equity	13.50			12.86			11.00			13.19			11.59
Taxable-equivalent net interest margin	3.79			3.89			3.64			3.84			3.61
Efficiency ratio (1)	64.3			64.8			67.7			64.6			69.1
Tier 1 risk-based capital ratio	12.0			12.7			13.1			12.0			13.1
Common equity Tier 1 ratio	12.0			12.7			13.1			12.0			13.1
Total risk-based capital ratio	13.3			14.0			14.4			13.3			14.4
Leverage capital ratio	9.4			9.8			10.0			9.4			10.0
(1) The efficiency ratio is a non-GAAP financial measure which measures productivity and is generally calculated as noninterest expense divided by total revenue (net interest income and noninterest income). The efficiency ratio removes the impact of BancShares’ securities gains, acquisition gains, one-time gains on extinguishment of debt, and fair market value adjustment on marketable equity securities from the calculation. Management uses this ratio to monitor performance and believes this measure provides meaningful information to investors.

ALLOWANCE FOR LOAN AND LEASE LOSSES AND ASSET QUALITY DISCLOSURES

	Three months ended									Six months ended June 30
(Dollars in thousands, unaudited)	June 30, 2019			March 31, 2019			June 30, 2018			2019			2018
ALLOWANCE FOR LOAN AND LEASE LOSSES (ALLL)
ALLL at beginning of period	$	228,775		$	223,712		$	223,116		$	223,712		$	221,893
Provision (credit) expense for loan and lease losses:
PCI loans (1)	(637		)	(164		)	161			(801		)	2,515
Non-PCI loans (1)	5,835			11,914			8,277			17,749			13,528
Net charge-offs of loans and leases:
Charge-offs	(10,602		)	(10,154		)	(9,712		)	(20,756		)	(19,409		)
Recoveries	3,212			3,467			3,023			6,679			6,338
Net charge-offs of loans and leases	(7,390		)	(6,687		)	(6,689		)	(14,077		)	(13,071		)
ALLL at end of period	$	226,583		$	228,775		$	224,865		$	226,583		$	224,865
ALLL at end of period allocated to loans and leases:
PCI	$	8,343		$	8,980		$	12,423		$	8,343		$	12,423
Non-PCI	218,240			219,795			212,442			218,240			212,442
ALLL at end of period	$	226,583		$	228,775		$	224,865		$	226,583		$	224,865
Reserve for unfunded commitments	$	1,053		$	1,052		$	1,554		$	1,053		$	1,554
SELECTED LOAN DATA
Average loans and leases:
PCI	$	544,250		$	579,080		$	682,521		$	561,574		$	708,034
Non-PCI	25,995,212			24,936,898			23,522,842			25,448,455			23,229,187
Loans and leases at period-end:
PCI	551,447			557,356			674,269			551,447			674,269
Non-PCI	26,176,790			24,906,429			23,864,168			26,176,790			23,864,168
RISK ELEMENTS
Nonaccrual loans and leases	$	104,975		$	90,625		$	86,625		$	104,975		$	86,625
Other real estate	46,236			43,306			46,633			46,236			46,633
Total nonperforming assets	$	151,211		$	133,931		$	133,258		$	151,211		$	133,258
Accruing loans and leases 90 days or more past due	$	32,787		$	37,474		$	44,445		$	32,787		$	44,445
RATIOS
Net charge-offs (annualized) to average loans and leases	0.11			0.11			0.11			0.11			0.11
ALLL to total loans and leases:
PCI	1.51			1.61			1.84			1.51			1.84
Non-PCI	0.83			0.88			0.89			0.83			0.89
Total	0.85			0.90			0.92			0.85			0.92
Ratio of total nonperforming assets to total loans, leases and other real estate owned	0.57			0.53			0.54			0.57			0.54

⁽¹⁾ Loans and leases are evaluated at acquisition and where a discount is noted at least in part due to credit quality, the loans are accounted for under the guidance in ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Loans for which it is probable at acquisition that all required payments will not be collected in accordance with the contractual terms are considered purchased credit-impaired (PCI) loans. PCI loans and leases are recorded at fair value at the date of acquisition. No allowance for loan and lease losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk. An allowance is recorded if there is additional credit deterioration after the acquisition date. Non-PCI loans include originated and purchased non-impaired loans.

AVERAGE BALANCE AND NET INTEREST MARGIN SUMMARY

	Three months ended
	June 30, 2019						March 31, 2019						June 30, 2018
	Average				Yield/		Average				Yield/		Average				Yield/
(Dollars in thousands, unaudited)	Balance		Interest		Rate (2)		Balance		Interest		Rate (2)		Balance		Interest		Rate (2)
INTEREST-EARNING ASSETS
Loans and leases (1)	$	26,597,242	$	303,803	4.58	%	$	25,515,988	$	291,569	4.62	%	$	24,205,363	$	261,703	4.34	%
Investment securities:
U. S. Treasury	1,150,001		6,770		2.36		1,208,231		6,496		2.18		1,532,868		7,139		1.87
Government agency	383,700		3,034		3.16		286,514		2,309		3.22		84,640		468		2.21
Mortgage-backed securities	4,979,160		28,130		2.26		5,051,416		28,834		2.28		5,270,891		28,184		2.14
Corporate bonds	147,669		1,931		5.23		145,127		1,937		5.34		94,401		1,298		5.50
State, county and municipal	334		1		1.81		—		—		—		764		8		4.07
Other investments	142,706		625		1.76		99,383		282		1.15		107,878		267		0.99
Total investment securities	6,803,570		40,491		2.38		6,790,671		39,858		2.35		7,091,442		37,364		2.11
Overnight investments	1,274,030		7,280		2.29		1,125,503		6,397		2.31		1,373,005		5,612		1.64
Total interest-earning assets	$	34,674,842	$	351,574	4.06	%	$	33,432,162	$	337,824	4.09	%	$	32,669,810	$	304,679	3.75	%
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Checking with interest	$	5,366,731	$	445	0.03	%	$	5,237,019	$	345	0.03	%	$	5,228,803	$	314	0.02	%
Savings	2,658,974		527		0.08		2,523,543		206		0.03		2,468,677		194		0.03
Money market accounts	8,031,608		6,624		0.33		8,168,712		5,172		0.26		7,989,268		2,125		0.11
Time deposits	3,371,402		11,561		1.38		2,843,773		7,203		1.03		2,401,434		1,888		0.32
Total interest-bearing deposits	19,428,715		19,157		0.40		18,773,047		12,926		0.28		18,088,182		4,521		0.10
Securities sold under customer repurchase agreements	556,374		515		0.37		538,162		459		0.35		516,999		373		0.29
Other short-term borrowings	40,513		278		2.72		—		—		—		46,614		448		3.82
Long-term borrowings	371,843		3,423		3.64		344,225		3,067		3.56		233,373		2,316		3.96
Total interest-bearing liabilities	$	20,397,445	$	23,373	0.46		$	19,655,434	$	16,452	0.34		$	18,885,168	$	7,658	0.16
Interest rate spread					3.60	%					3.75	%					3.59	%
Net interest income and net yield on interest-earning assets			$	328,201	3.79	%			$	321,372	3.89	%			$	297,021	3.64	%

⁽¹⁾ Loans and leases include PCI and non-PCI loans, nonaccrual loans and loans held for sale.

⁽²⁾ Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming statutory federal income tax rates of 21.0%, as well as state income tax rates of 3.4% for all periods presented. The taxable-equivalent adjustment was $853, $900 and $802 for the three months ended June 30, 2019, March 31, 2019 and June 30, 2018, respectively.