FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D.C FORM 10-Q. CARTER BANK & TRUST (Name of registrant as specified in its charter)

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1 FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D.C FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: n/a CARTER BANK & TRUST (Name of registrant as specified in its charter) Virginia (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1300 Kings Mountain Road, Martinsville, Virginia (Address of principal executive offices) (Zip Code) (276) (Registrant s telephone number, including area code) n/a (Former name, former address and former fiscal year, if changed since last report) 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 [ X ] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] (Do not check if smaller reporting company) Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of August 10, 2015 there were 26,257,761 shares of the registrant s common stock issued and outstanding.

2 Contents PART I - FINANCIAL INFORMATION...4 ITEM 1 - FINANCIAL STATEMENTS...4 CONSOLIDATED BALANCE SHEETS...4 CONSOLIDATED STATEMENTS OF INCOME...5 CONSOLIDATED STATEMENTS OF CASH FLOWS...6 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY...7 Notes To Unaudited Consolidated Financial Statements...7 ITEM 2 - MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...19 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...23 ITEM 4 - CONTROLS AND PROCEDURES...24 PART II OTHER INFORMATION...25 ITEM 1 - LEGAL PROCEEDINGS ITEM 1A RISK FACTORS ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ITEM 3 - DEFAULTS UPON SENIOR SECURITIES...25 ITEM 4 MINE SAFETY DISCLOSURES...25 ITEM 5 - OTHER INFORMATION...25 ITEM 6 - EXHIBITS

3 FORWARD LOOKING STATEMENTS This report contains statements concerning Carter Bank & Trust (the Bank ) expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may constitute forwardlooking statements as defined by federal securities laws. In some cases, readers can identify the forward-looking statements by the use of words such as may, will, should, could, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue or the negative or other variations of these words, or other comparable words or phrases. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Factors that could have a material adverse effect on the Bank s operations and future prospects include, but are not limited to, changes in: interest rates; general and local economic conditions; the legislative/regulatory climate; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury; the quality or composition of loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in our market area and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this report. 3

4 PART I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS CARTER BANK & TRUST CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) June 30, * 2015 December 31, ASSETS (Unaudited) 2014 U. S. Agency Securities $ 791,136 $ 952,698 (Fair Value $784,837 at June 30, 2015 and $938,660 at December 31, 2014) Obligations of States and Political Subdivisions 348, ,102 (Fair Value $363,187 at June 30, 2015 and $374,357 at December 31, 2014) Other Securities 457, ,464 (Fair Value $464,313 at June 30, 2015 and $526,669 at December 31, 2014) FRB Excess Reserves 414, ,208 Loans 2,488,029 2,320,731 Less: Income Collected - Not Earned (75) (110) Allowance for Loan Losses (25,754) (24,142) Net Loans 2,462,200 2,296,479 Earning Assets 4,474,203 4,293,951 Cash and Due From Banks 76,721 73,183 Bank Premises and Equipment - Net 100, ,705 Real Estate Owned Other Than Bank Premises - Net 43,732 43,829 C B & T R/E Holdings ,793 Goodwill and Other Intangibles 59,845 59,861 Core Deposit Intangibles - 2,447 Other Assets 40,504 41,172 TOTAL ASSETS $4,796,721 $4,629,941 LIABILITIES Deposits LIFETIME FREE CHECKING $ 474,188 $ 458,266 Interest-Bearing Demand 491, ,417 Regular Passbook Savings 741, ,593 Time Deposits Certificates of Deposit $250,000 or More 535, ,436 Other 2,130,901 2,079,245 Total Deposits 4,373,057 4,213,957 Other Liabilities 13,637 18,090 TOTAL LIABILITIES 4,386,694 4,232,047 SHAREHOLDERS' EQUITY Common Stock, Par Value $1 Per Share, Authorized 100,000,000 Shares; 26,257,761 Outstanding in 2015 and ,258 26,258 Surplus 142, ,178 Undivided Profits 241, ,458 TOTAL SHAREHOLDERS' EQUITY 410, ,894 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,796,721 $4,629,941 (*) Derived from consolidated audited financial statements See accompanying notes to unaudited consolidated financial statements. 4

5 CARTER BANK & TRUST CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands except Per Share Data) Six Months Three Months Ended June 30, Ended June 30, (Unaudited) (Unaudited) INTEREST INCOME Interest and Dividends on Securities U. S. Agency Securities $6,913 $7,613 $3,269 $3,807 Obligations of States and Political Subdivisions Taxable 3,489 3,874 1,723 1,925 Non-Taxable 2,611 2,671 1,297 1,328 Other Securities 6,846 7,825 3,323 3,879 Interest on FRB Excess Reserves Interest and Fees on Loans Taxable 51,002 47,294 25,964 24,160 Non-Taxable 4,478 3,738 2,268 1,896 TOTAL INTEREST INCOME 75,731 73,427 38,073 37,155 INTEREST EXPENSE Interest on Time Deposits $250,000 or More 3,765 3,081 1,939 2,613 Interest on Other Deposits 19,212 19,986 9,800 8,746 TOTAL INTEREST EXPENSE 22,977 23,067 11,739 11,359 NET INTEREST INCOME 52,754 50,360 26,334 25,796 Provision for Loan Losses 1,650 1, NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 51,104 48,860 25,509 25,046 NON-INTEREST INCOME Service Charges, Commissions and Fees 2,461 2, ,109 Debit Card Income 2,135 2,074 1,124 1,078 ORE Income 1,523 1, ,069 Other Non-Interest Income TOTAL NON-INTEREST INCOME 7,040 7,073 3,603 3,703 NON-INTEREST EXPENSE Salaries and Employee Benefits 18,348 18,194 9,245 9,089 Occupancy Expense (Net) 4,173 4,062 2,051 1,984 FDIC Insurance Expense 1,697 1, Debit Card Expense 1,050 1, ORE Expense 1,976 1, Amortization Expense 2,463 3, ,862 Other Non-Interest Expense 5,303 4,355 2,912 2,247 TOTAL NON-INTEREST EXPENSE 35,010 34,721 17,147 17,484 INCOME BEFORE INCOME TAXES 23,134 21,212 11,965 11,265 Income Tax Expense 5,749 5,215 3,030 2,803 NET INCOME $17,385 $15,997 $8,935 $8,462 EARNINGS PER COMMON SHARE: Basic and Diluted $ 0.66 $ 0.61 $ 0.34 $ 0.32 Weighted Average Shares Outstanding 26,257,761 26,257,761 26,257,761 26,257,761 Cash Dividends Per Common Share $ 0.20 $ 0.20 $ 0.10 $ 0.10 See accompanying notes to unaudited consolidated financial statements. 5

6 CARTER BANK & TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Six Months Ended June 30, Cash Flows From Operating Activities (Unaudited) Net Income $ 17,385 $ 15,997 Adjustments to reconcile net income to net cash provided by operating activities Provision for Loan Losses 1,650 1,500 Depreciation of Bank Premises and Equipment 1,688 1,716 Amortization of Core Deposit Intangible 2,447 3,707 Amortization of Intangible Decrease in Unearned Income (35) (13) Decrease (Increase) in Other Assets 668 (752) (Decrease) Increase in Other Liabilities (4,453) 1,256 Net Cash Provided By Operating Activities 19,366 23,428 Cash Flows From Investing Activities Proceeds from Maturities, Calls and Redemptions of Investment Securities 231,101 41,397 Proceeds from Sale of Bank Premises and Equipment - 1,183 Purchase of Bank Premises and Equipment (972) (1,050) Increase in Short-Term Loans Outstanding, Net (200,702) (41,620) Longer-Term Loans Originated or Purchased (278,309) (210,957) Principal Collected on Longer-Term Loans 311,675 60,978 Increase in Other Real Estate Gain on Sale of Property in CB&T Real Estate Holdings (118) - Writedown on Land in CB&T Real Estate Holdings Decrease in C B & T Real Estate Holdings. 12, Net Cash Provided By (Used In) Investing Activities 75,956 (149,495) Cash Flows from Financing Activities Net Change in Demand and Savings Accounts 68,860 22,753 Increase in Time Deposits 771, ,444 Payments on Matured Time Deposits (681,135) (300,673) Cash Dividends (5,252) (5,252) Net Cash Provided By (Used In) Financing Activities 153,848 (25,728) Net Increase (Decrease) in Cash and Cash Equivalents 249,170 (151,795) Cash and Cash Equivalents at Beginning of Year 242, ,627 Cash and Cash Equivalents at End of Period $ 491,561 $ 326,832 Cash and Cash Equivalents Include: Cash and Due From Banks 76,721 85,773 FRB Excess Reserves 414, ,059 Total Cash and Cash Equivalents at Period End $ 491,561 $ 326,832 Supplementary Data: Cash Interest Paid $ 22,827 $ 23,373 Cash Paid for Taxes $ 2,584 $ 4,428 Loans to Facilitate the Sale of Real Estate Owned $ 145 $ 27 See accompanying notes to unaudited consolidated financial statements. 6

7 CARTER BANK & TRUST CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Dollars in thousands Except Per Share Data) Common Stock Undivided Shares Par Value Surplus Profits Balances, December 31, ,257,761 $26,258 $142,178 $229,458 Net Income ,385 Cash Dividends (5,252) Balances, June 30, 2015 (Unaudited) 26,257,761 $26,258 $142,178 $241,591 Balances, December 31, ,257,761 $26,258 $ 142,178 $206,501 Net Income ,997 Cash Dividends (5,252) Balances, June 30, 2014 (Unaudited) 26,257,761 $26,258 $142,178 $217,246 See accompanying notes to unaudited consolidated financial statements. Notes To Unaudited Consolidated Financial Statements NOTE 1 BASIS OF PRESENTATION The unaudited interim consolidated financial statements of the Bank are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and the instructions to the Securities and Exchange Commission s Form 10-Q. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results for the entire fiscal year ending December 31, Recent Accounting Pronouncements. In June 2014, the FASB issued ASU No , Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. This ASU aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. The new guidance eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement. The amendments in the ASU also require a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. Additional disclosures will be required for the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The amendments in this ASU are effective for the first interim or annual period beginning after December 15, 2014; however, the disclosure for transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and interim periods beginning after March 15, Early adoption is not permitted. The adoption of the new guidance did not have a material impact on our consolidated financial statements. In January 2015, the FASB issued ASU No , Income Statement Extraordinary and Unusual Items (Subtopic ): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The amendments in this ASU eliminate from U.S. GAAP the concept of extraordinary items. Subtopic , Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. 7

8 The Bank does not expect the adoption of ASU to have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU No , Consolidation (Topic 810): Amendments to the Consolidation Analysis. The amendments in this ASU are intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (VIE), and changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, Early adoption is permitted, including adoption in an interim period. ASU may be applied retrospectively in previously issued financial statements for one or more years with a cumulative-effect adjustment to retained earnings as of the beginning of the first year restated. The Bank does not expect the adoption of ASU to have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU No , Intangibles - Goodwill and Other - Internal-Use Software (Subtopic ): Customer s Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customer s accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic will be accounted for consistent with other licenses of intangible assets. The amendments in this ASU are effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, Early adoption is permitted. An entity can elect to adopt the amendments either: (1) prospectively to all arrangements entered into or materially modified after the effective date; or (2) retrospectively. The Bank does not expect the adoption of ASU to have a material impact on its consolidated financial statements. In May 2015, the FASB issued ASU No , Business Combinations (Topic 805): Pushdown Accounting Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No The amendments in ASU amend various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115, Topic 5: Miscellaneous Accounting, regarding various pushdown accounting issues, and did not have a material impact on our consolidated financial statements. NOTE 2 - INVESTMENT SECURITIES The following table sets forth a summary of the held-to-maturity investment securities portfolio as of the periods indicated: Gross Gross (Dollars in Thousands) Amortized Unrealized Unrealized Fair June 30, 2015 (Unaudited) Cost Gains Losses Value U. S. Agency Securities $ 791,136 $ 207 $(6,506) $ 784,837 Obligations of States and Political Subdivisions 348,973 14,714 (500) 363,187 Mortgage-Backed Securities Corporate Notes 456,746 7,730 (476) 464,000 Total $1,597,163 $22,656 $(7,482) $1,612,337 Gross Gross 8

9 (Dollars in Thousands) Amortized Unrealized Unrealized Fair December 31, 2014 Cost Gains Losses Value U. S. Agency Securities $ 952,698 $ 132 $(14,170) $ 938,660 Obligations of States and Political Subdivisions 358,102 17,167 (912) 374,357 Mortgage-Backed Securities Corporate Notes 517,096 10,641 (1,442) 526,295 Total $1,828,264 $27,946 $(16,524) $1,839,686 The carrying value of securities pledged to secure public deposits was $448,751,000 at June 30, 2015 and $445,313,000 at December 31, Securities are evaluated for other-than-temporary impairment quarterly and more frequently if economic or market concerns warrant. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, the credit quality of the issuer and whether the Bank intends to sell the security or may be required to sell the security prior to maturity. The Bank has reviewed all securities for other-than-temporary impairment, and does not consider any investment securities presented in the table to be other-than-temporarily impaired as of June 30, The following table shows gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2015 and December 31, (Dollars in thousands) Unrealized Losses June 30, 2015 Less than More Than Number of Securities Description Fair Value 12 Months 12 Months Securities U. S. Agency Securities $420,021 $2,848 $ - 19 U. S. Agency Securities 254,558-3, States and Political Subdivisions 43, States and Political Subdivisions 15, Corporate Notes 118, Corporate Notes 16, Total $868,477 $3,520 $3, December 31, 2014 U. S. Agency Securities $161,241 $ 359 $ - 4 U. S. Agency Securities 762,284-13, States and Political Subdivisions 53, States and Political Subdivisions 32, Corporate Notes 106, Corporate Notes 91, Total $1,208,242 $1,295 $15, The Bank has the ability and intent to carry the investments noted with an unrealized loss to the financial maturity of the instrument and considers these investments not other-than-temporarily impaired as the unrealized losses are primarily attributable to changes in interest rates and not due to credit deterioration or loss. Amortized cost and estimated fair value of investment securities at June 30, 2015 and December 31, 2014, 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. June 30, 2015 December 31,

10 (Dollars in Thousands) (Unaudited) U. S. Agency Securities Amortized Cost Fair Value Amortized Cost Fair Value Due in One Year or Less $15,001 $ 15,032 $15,003 $ 15,135 After One Year Through Five Years 756, , , ,523 After Five Years Through Ten Years 20,000 19, , ,002 After Ten Years Total Securities $791,136 $784,837 $952,698 $938,660 States and Political Subdivisions Due in One Year or Less $ 21,146 $ 21,323 $ 18,550 $ 18,804 After One Year Through Five Years 179, , , ,696 After Five Years Through Ten Years 93,583 98, , ,655 After Ten Years 55,235 59,593 65,116 71,202 Total Securities $348,973 $363,187 $358,102 $374,357 Corporate Notes Due in One Year or Less $ 88,438 $ 89,864 $107,211 $108,905 After One Year Through Five Years 364, , , ,185 After Five Years Through Ten Years 3,445 3,756 19,021 19,205 After Ten Years Total Securities $456,746 $464,000 $517,096 $526,295 Mortgage-Backed Securities Due in One Year or Less $ - $ - $ - $ - After One Year Through Five Years After Five Years Through Ten Years After Ten Years Total Securities $308 $313 $368 $374 NOTE 3 LOANS The composition of the loan portfolio by dollar amount is shown in the table below: June 30, 2015 December 31, (Dollars in Thousands) (Unaudited) 2014 Secured by real estate Construction Loans $ 342,508 $ 356,123 Secured by Farmland (including farm residential and other improvements) 119,126 58,641 Secured by 1-4 Family Residential Properties 154, ,294 Secured by Multi-Family Residential Properties 97, ,302 Secured by Non-farm Non-residential Property 1,031, ,579 Loans to Finance Agricultural Production and Other Loans to Farmers 51,309 89,567 Commercial and Industrial Loans 318, ,620 Loans to Individuals for Household, Family and Other Personal Expenditures 22,368 57,535 Obligations (other than securities) of States and Political Subdivisions 351, ,752 Other Loans Less: Unearned Income (75) (110) Total Loans and Leases $2,487,954 $2,320,621 NOTE 4 - ALLOWANCE FOR LOAN LOSSES 10

11 The allowance for loan losses is an estimate of losses inherent in the loan portfolio as determined by management taking into consideration historical loan loss experience, diversification of the loan portfolio, amounts of secured and unsecured loans, banking industry standards and averages, and general economic conditions. Ultimate losses may vary from current estimates. These estimates are reviewed periodically and as adjustments become necessary, they are reported in earnings in the periods which they become reasonably estimable. The following table presents, by portfolio segment, the changes in the allowance for loan losses and the allocation of the allowance for loan losses for the six month period ended June 30, 2015 and December 31, 2014: Consumer Obligations (Dollars in thousands) Real & Other Commercial Of States and June 30, 2015 Estate Loans & Industrial Political Sub. Total Allowance for Loan Losses: Balance: Beginning of Period $15,244 $5,230 $3,668 $- $24,142 Provision Charged to Expense ,650 Losses Charged Off (10) (61) (4) - (75) Recoveries Balance, End of Period $16,054 $5,706 $3,994 $- $25,754 December 31, 2014 Allowance for Loan Losses: Balance: Beginning of Period $13,797 $4,412 $3,183 $- $21,392 Provision Charged to Expense 1, ,000 Losses Charged Off (89) (82) (166) - (337) Recoveries Balance, End of Period $15,244 $5,230 $3,668 $- $24,142 There have been no losses in Obligations of States and Political Subdivisions since the Bank began making loans in The Board elected not to allocate a provision for those loans for that reason. Management closely monitors these loans for any sign of deterioration. The following table presents, by portfolio segment, the Bank s investment in loans at June 30, 2015 and December 31, Consumer Obligations (Dollars in thousands) Real & Other Commercial Of States and June 30, 2015 Estate Loans & Industrial Political Sub. Total ALLOWANCE FOR LOAN LOSSES End. Bal.: Individually eval. for impairment $ - $ - $ - $ - $ - End. Bal.: Collectively eval. for impairment 16,054 5,706 3,994-25,754 End. Bal.: Loans acquired w/deteriorating credit quality (pools) TOTAL LOANS End. Bal.: Individually eval. for impairment $ 154,269 $ - $ - $ - $ 154,269 End. Bal.: Collectively eval. for impairment 1,582,867 22, , ,684 2,326,470 End. Bal.: Loans acquired w/deteriorating credit 7, ,290 quality (pools) Consumer Obligations 11

12 (Dollars in thousands) Real & Other Commercial Of States and December 31, 2014 Estate Loans & Industrial Political Sub. Total ALLOWANCE FOR LOAN LOSSES End. Bal.: Individually eval. for impairment $ - $ - $ - $ - $ - End. Bal.: Collectively eval. for impairment 15,244 5,230 3,668-24,142 End. Bal.: Loans acquired w/deteriorating credit quality (pools) TOTAL LOANS End. Bal.: Individually eval. for impairment $ 149,211 $ - $ - $ - $ 149,211 End. Bal.: Collectively eval. for impairment 1,526,438 57, , ,752 2,164,230 End. Bal.: Loans acquired w/deteriorating credit 7, ,290 quality (pools) Impaired Loans Management considers a loan to be impaired when, based on current information and events, it is determined that the Bank will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Determination of impairment is treated the same across all classes of loans. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan s effective interest rate, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In those cases management uses the current fair value of the collateral, less selling cost when loss is collateral dependent or foreclosure is probable, instead of discounted cash flows. If management determines that the value of the impaired 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. On certain loans when the Bank determines a loan is impaired, the estimated impairment is directly charged-off to the loan rather than creating a specific reserve for inclusion in the allowance for loan losses. When the ultimate collectability of the total principal of an impaired loan is in doubt and the loan is on nonaccrual status, all payments are applied to principal, under the cost-recovery method. When the ultimate collectability of the total principal of an impaired loan is not in doubt and the loan is on nonaccrual status, contractual interest is credited to interest income when received, under the cash basis method. Unearned loan income was $439,890 in excess of deferred loan costs at June 30, 2015, $203,126 at June 30, 2014 and $781,000 at December 31, There were $24.2 million, $13.3 million and $24.9 million in nonaccrual loans at June 30, 2015, June 30, 2014 and December 31, The following table includes the recorded investment and unpaid principal balance for impaired loans, excluding purchased impaired loans, with the associated allowance, if applicable (in thousands) for June 30, 2015 and December 31, 2014: (Dollar in thousands) Unpaid Principal Recorded Specific Avg. Investment Interest Income June 30, 2015 Balance Balance Allowance in Impaired Loans Recognized Loans without a specific valuation allowance Real Estate $154,269 $154,269 $- $152,748 $14,584 Consumer Commercial and Industrial Obligations of States and Political Subdivisions Total $154,269 $154,269 $- $152,748 $14,584 Loans with a specific valuation allowance Real Estate $- $- $- $- $- Consumer Commercial and Industrial Obligations of States and Political Subdivisions Total $- $- $- $- $- 12

13 Interest (Dollar in thousands) Unpaid Principal Recorded Specific Avg. Investment Income Total impaired loans Balance Balance Allowance in Impaired Loans Recognized Real Estate $154,269 $154,269 $- $152,748 $14,584 Consumer Commercial and Industrial Obligations of States and Political Subdivisions Total $154,269 $154,269 $- $152,748 $14,584 December 31, 2014 Loans without a specific valuation allowance Real Estate $149,211 $149,211 $- $137,996 $6,770 Consumer Commercial and Industrial Obligations of States and Political Subdivisions Total $149,211 $149,211 $- $137,996 $6,770 Loans with a specific valuation allowance Real Estate $- $- $- $- $ - Consumer Commercial and Industrial Obligations of States and Political Subdivisions Total $- $- $- $- $- Total impaired loans Real Estate $149,211 $149,211 $- $137,996 $6,770 Consumer Commercial and Industrial Obligations of States and Political Subdivisions Total $149,211 $149,211 $- $137,996 $6,770 Troubled Debt Restructurings In order to maximize the collection of loan balances, the Bank evaluates troubled loan accounts on a case-by-case basis to determine if a loan modification would be appropriate. Loan modifications may be utilized when there is a reasonable chance that an appropriate modification would allow our client to continue servicing the debt. A loan is a troubled debt restructuring ( TDR ) if both of the following exist: 1) the debtor is experiencing financial difficulties, and 2) a creditor has granted a concession to the debtor that it would not normally grant. Nonaccrual loans that are modified can be placed back on accrual status when both principal and interest are current and it is probable that the Bank will be able to collect all amounts due (both principal and interest) according to the terms of the loan agreement. The Bank did not have any loans modified in TDR s for the three and six months ending June 30, 2015 or There are no loans that were restructured that subsequently defaulted in the six months ending June 30, 2015 or June 30, The specific reserve portion of the allowance for loan losses on TDRs, if required, is determined by discounting the restructured cash flow at the original effective rate of the loan before modification or is based on the fair value of the collateral less cost to sell, if repayment of the loan is collateral dependent. If the resulting amount is less than the recorded book value, the Bank either establishes a valuation allowance as a component of the allowance for loan losses or charges off the impaired balance if it determines that such amount is a confirmed loss. This method is used consistently for all segments of the portfolio. As of June 30, 2015, there was no specific reserve allocated for TDRs, as no impairment had been identified on the applicable credits. All significant impaired loans have been determined to be collateral dependent. As of June 30, 2015, the Bank had $263,000 in residential real estate in the process of foreclosure. 13

14 Portfolio Quality Indicators: The Bank s portfolio grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Bank s internal credit risk grading system is based on debt service coverage. The objective is to review 60% to 70% of the loan portfolio annually. The Bank s internally assigned grades are as follows: Pass Performing assets with DSCR of 1.0 or greater or DSCR temporarily less than 1.0 but accompanied by strong credit enhancements such as strong guarantors and/or strong collateral values. Special Mention Assets with potential weaknesses that deserve management s close attention and if left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Substandard Assets that are inadequately protected by the current sound worth and paying capacity of the obligor or by the collateral pledged, if any. Assets so classified have a well-defined weakness, or weaknesses that jeopardize the liquidation of the debt. Such assets are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Doubtful Assets with all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable. be Loss Assets considered of such little value that its continuance on the books is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may affected in the future. The following tables represent credit exposures by internally assigned grades as of June 30, 2015 and December 31, 2014: Consumer Obligations (Dollars in thousands) Real & Other Commercial Of States and June 30, 2015 Estate Loans & Industrial Political Sub. Total Pass $1,539,948 $22,552 $369,329 $351,684 $2,283,513 Special Mention 48, ,602 Substandard 155, ,914 Doubtful Loss Total Loans $1,744,377 $22,639 $369,329 $351,684 $2,488,029 Performing Loans $1,720,247 $22,582 $369,315 $351,684 $2,468,119 Non-Accrual Loans 24, ,201 Total Loans $1,744,377 $22,639 $369,329 $351,684 $2,488,029 December 31, 2014 Pass $1,519,420 $57,654 $248,152 $331,752 $2,156,978 Special Mention 49, ,240 Substandard 114, ,513 Doubtful Loss Total Loans $1,682,939 $57,853 $248,187 $331,752 $2,320,731 Performing Loans $1,658,247 $57,703 $248,133 $331,752 $2,295,835 Non-Accrual Loans 24, ,896 14

15 Total Loans $1,682,939 $57,867 $248,173 $331,752 $2,320,731 Age Analysis of Past-Due Loans by Class Following is a table which includes aging analysis of the recorded investment of past-due loans as of June 30, 2015 and December 31, Also included are loans that are 90 days or more past due as to interest and principal and still accruing because they are (1) well-secured and in the process of collection, or (2) real estate loans or loans exempt under regulatory rules from being classified as non-accrual. Loans Loans Loans 90 or Accruing Loans (Dollars in thousands) Days Days More Days Total Current Non-Accrual Total More Than 90 June 30, 2015 Past Due Past Due Past Due Past Due Loans Loans Loans Past Due Real Estate Loans $3,766 $477 $881 $5,124 $1,715,172 $24,130 $1,744,426 $881 Consumer Loans , , Coml & Ind. Loans , ,329 - States and Political Sub , ,684 - Total $3,996 $533 $899 $5,428 $2,458,400 $24,201 $2,488,029 $899 December 31, 2014 Real Estate Loans $1,911 $3,197 $1,270 $6,378 $1,651,869 $24,692 $1,682,939 $1,270 Consumer Loans , , Coml & Ind. Loans , , States and Political Sub , ,752 - Total $2,198 $3,245 $1,339 $6,782 $2,289,053 $24,896 $2,320,731 $1,339 NOTE 5 - NONPERFORMING ASSETS AND DELINQUENT LOANS June 30, (Dollars in Thousands) 2015 December 31, Nonaccrual Loans (Unaudited) 2014 Real Estate $24,130 $24,692 Consumer Commercial Total Nonaccrual Loans 24,201 24,896 Real Estate Owned Other Than Bank Premises 43,732 43,829 Total Nonperforming Assets $67,933 $68,725 Loans 90 Days or More Past Due and Still Accruing Real Estate $ 881 $ 1,270 Consumer Commercial - 15 Total Loans 90 Days or More Past Due $ 899 $ 1,339 NOTE 6 FAIR VALUE MEASUREMENTS ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. 15

16 The three levels are defined as follows: Level 1 inputs are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs include other than quoted prices included in Level 1that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for determining the fair values of the asset or liability that reflect an entity s own assumptions that market participants would use in pricing the assets or liabilities. Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets measured at fair value on a non-recurring basis during the reporting periods include certain impaired loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. In the event that impaired loans are measured on a non-recurring basis during the reporting periods, collateral values are estimated using Level 2 inputs based on observable market data, typically in the case of real estate collateral, or Level 3 inputs based on customized discounting criteria, typically in the case of non-real estate collateral such as inventory, accounts receivable, equipment or other business assets. During both the quarters ending June 30, 2015 and June 30, 2014, there was no indication that the fair value of the underlying collateral securing impaired loans had decreased in fair value; thus management did not perform remeasurements of fair value of the underlying collateral securing impaired loans and no specific valuation allowance allocations were required for the carrying value of the Bank s impaired loans. Non-Financial Assets and Non-Financial Liabilities: The Bank has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Certain non-financial assets measured at fair vale on a nonrecurring basis include foreclosed assets upon initial recognition or subsequent impairment. Certain foreclosed assets, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for loan loss and certain foreclosed assets, subsequent to their initial recognition, were remeasured at fair value through a write-down included in other non-interest expenses. The fair value of a foreclosed asset is estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. During the reported periods, all fair value measurements for foreclosed assets at recognition utilized Level 3 inputs which involved employing internally developed valuation methods which utilize original appraised values and updated market sales comparables of similar properties with management making warranted adjustments to those indicated values based on observable market information and trends as well as other qualitative inputs based upon Management s expertise in the real estate markets where the other real estate is located. The following table presents foreclosed assets and impaired loans that were remeasured and reported at fair value as of June 30, 2015 and December 31, 2014: (Dollars in Thousands) June 30, 2015 (Unaudited) Level 1 Level 2 Level 3 Fair Value Real Estate Owned Other Than Bank Premises $- $- $ 43,732 $ 43,732 Impaired Loans $- $- $161,559 $161,559 December 31, 2014 Level 1 Level 2 Level 3 Fair Value Real Estate Owned Other Than Bank Premises $- $- $43,829 $43,829 Impaired Loans $- $- $156,501 $156,501 16

17 The following table summarizes the Bank s assets that were measured at fair value on a nonrecurring basis as of June 30, (Dollars in Thousands) June 30, 2015 Fair Valuation Unobservable Weighted Assets Value Technique Inputs Range Average Impaired Loans $111,629 Discounted Appraisals Discount for Age & Marketability 0%-20% 9% Selling Costs 4%-6% 5% Impaired Loans 49,930 Internal Valuations Selling Costs 4%-6% 5% Total Impaired Loans $161,559 Other Real Estate Owned $ 6,625 Appraisals Selling Costs 4%-6% 5% Other Real Estate Owned 37,107 Internal Valuations Selling Costs 4%-6% 5% Total Other Real Estate Owned $43,732 December 31, 2014 Impaired Loans $114,362 Discounted Appraisals Discount for Age & Marketability 0%-20% 9% Selling Costs 4%-6% 5% Impaired Loans 42,139 Internal Valuations Selling Costs 4%-6% 5% Total Impaired Loans $156,501 Other Real Estate Owned $ 6,670 Appraisals Selling Costs 4%-6% 5% Other Real Estate Owned 37,159 Internal Valuations Selling Costs 4%-6% 5% Total Other Real Estate Owned $43,829 Charge-offs recognized upon loan foreclosures are generally offset by general allocations of the allowance for loan losses and generally do not, and did not during the periods reported; significantly impact the Bank s provision for loan losses. Regulatory guidelines require the Bank to reevaluate the fair value of other real estate owned on at least an annual basis. While the Bank s policy is to comply with the regulatory guidelines, the Bank s general practice is to reevaluate the fair value of other real estate owned on a quarterly basis. NOTE 7 DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS Accounting Standards Codification Topic ( ASC ) 825 Financial Instruments requires disclosure of fair value information about financial instruments whether or not recognized in the consolidated balance sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. The aggregate fair value amounts presented do not represent our underlying value. The estimated fair values were determined using the following assumptions: The carrying value of Cash and Due from Banks and FRB Excess Reserves are believed to approximate the fair value of these items. The fair value of actively traded investment securities are determined according to quotes available in the financial press. For all other investment securities, the Bank receives the quoted market prices from a third party pricing service. The pricing service evaluates, based on relevant market information, relevant credit information, perceived market movements and sector news. The fair value of loans is estimated by discounting the anticipated cash flows using estimated rates for similar loans available in the Bank s market area. Estimates of maturities are based on both experience and 17

18 contractual maturities although prepayments are permitted on the loans. The fair value estimates do not include any discount for market liquidity. The fair value of short-term demand and savings deposits are believed to equal carrying value. The fair value of certificates of deposit is based upon contractual maturity of the instruments and rates currently offered for similar deposits. The fair value of Accrued Interest Receivable and Accrued Interest Payable are estimated at carrying value. (Dollars in Thousands) June 30, 2015 (Unaudited) Approximate Fair Values Financial Assets: Carrying Value Level 1 Level 2 Level 3 Held-to-Maturity Investment Securities: U. S. Agency Securities $ 791,136 $ - $784,837 $ - Obligations of States and Political Subdivisions 348, ,187 - Mortgage-Backed Securities Corporate Notes 456, ,000 - FRB Excess Reserves 414, , Net Loans 2,462, ,464,739 Cash and Due From Banks 76,721 76, Accrued Interest Receivable 22,439-22,439 - $4,573,363 $491,561 $1,634,776 $2,464,739 Financial Liabilities: Deposits: Lifetime Free Checking $ 474,188 $ - $ 474,188 $ - Interest-Bearing Demand 491, ,726 - Regular Passbook Savings 741, ,222 - Time Deposits Certificates of Deposit $250,000 or More 535, ,661 - Other 2,130,901-2,213,113 - Total Deposits 4,373,057-4,475,910 - Accrued Interest Payable 2,858-2,858 - $4,375,915 $ - $4,478,768 $ - December 31, 2014 Carrying Approximate Fair Values Financial Assets: Value Level 1 Level 2 Level 3 Held-to-Maturity Investment Securities: U. S. Agency Securities $ 952,698 $ - $ 938,660 $ - Obligations of States and Political Subdivisions 358, ,357 - Mortgage-Backed Securities Corporate Notes 517, ,295 - FRB Excess Reserves 169, , Net Loans 2,296, ,326,047 Cash and Due From Banks 73,183 73, Accrued Interest Receivable 20,066-20,066 - $4,387,200 $ 242,391 $1,859,752 $2,326,047 Financial Liabilities: Deposits: Lifetime Free Checking $ 458,266 $ - $ 458,266 $ - Interest-Bearing Demand 455, ,417 - Regular Passbook Savings 724, ,593 - Time Deposits Certificates of Deposit $250,000 or More 496, ,072 - Other 2,079,245-2,122,334 - Total Deposits 4,213,957-4,291,682 - Accrued Interest Payable 2,708-2,708-18

19 $4,216,665 $ - $4,294,390 $ - NOTE 8 OFF-BALANCE SHEET ARRANGEMENTS Commitments to extend credit, which amounted to $218,963,000 at June 30, 2015 and $88,207,000 at December 31, 2014, respectively, represent agreements to lend to customers with fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future liquidity requirements. Standby letters of credit are conditional commitments issued by the Bank guaranteeing the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The Bank had outstanding letters of credit in the amount of $37,821,000 at June 30, 2015 and $25,806,000 at December 31, NOTE 9 VARIABLE INTEREST ENTITY The Bank holds a variable interest in a joint venture. Coresoft, Inc. is a software company formed to develop and market a core system to be utilized by Carter Bank & Trust. The amortized cost of the software at June 30, 2015 was $5,990,500. The Mortgage Company of Virginia and Murthy Veeraghanta (head of Vsoft Group), individually, each own 50% in the Corporation. At June 30, 2015, the Bank s investment in the venture was $1,000 included in Other Assets on the balance sheet. Coresoft, Inc. financial statements have not been consolidated as the effects of consolidation are immaterial. Item 2 - MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Bank Carter Bank & Trust ( Carter Bank & Trust or sometimes the Bank ) is a banking institution, incorporated under Virginia law. The Bank is a non-member State Bank regulated by the FDIC and State Bureau of Institutions. Effective December 29, 2006, ten banking institutions, each of which had been in business for a number of years, were merged into Carter Bank & Trust concurrently (the Merger ). The ten merged banks (each a Merged Bank and collectively, the Merged Banks ), and their respective main office locations were: Blue Ridge Bank, N.A. - Floyd, Virginia Central National Bank - Lynchburg, Virginia Community National Bank - South Boston, Virginia First National Bank - Rocky Mount, Virginia First National Exchange Bank - Roanoke, Virginia Mountain National Bank - Galax, Virginia Patrick Henry National Bank - Martinsville, Virginia Patriot Bank, N.A. - Fredericksburg, Virginia Peoples National Bank - Danville, Virginia Shenandoah National Bank - Staunton, Virginia The main office of Carter Bank & Trust is located in Martinsville, Virginia. All officers and employees of the Merged Banks have continued as officers and employees of Carter Bank & Trust. Worth Harris Carter, Jr., who served as Chairman of the Board and President of each of the Merged Banks, serves as Chairman of the Board and President of Carter Bank & Trust. At June 30, 2015, the Bank had $4.8 billion in assets, $2.5 billion in net loans, $4.4 billion in deposits and $410 million in total shareholders equity. As a result of the Merger, Carter Bank & Trust owns 100% of the capital stock of The Mortgage Company of Virginia, Inc. The Mortgage Company of Virginia, Inc., in turn, owns 100% of the capital stock of Bank Services of Virginia, Inc. and 100% of the capital stock of Bank Services Insurance, Inc. and 50% of the capital stock of Coresoft, Inc. 19

20 The Bank holds a variable interest in a joint venture. Coresoft, Inc. is a software company formed to develop and market a core system to be utilized by Carter Bank & Trust. The amortized cost of the software at June 30, 2015 was $5,990,500. The Mortgage Company of Virginia and Murthy Veeraghanta (head of Vsoft Group), individually, each own 50% in the Corporation. At June 30, 2015, the Bank s investment in the venture was $1,000 included in Other Assets on the balance sheet. Coresoft, Inc. financial statements have not been consolidated as the effects of consolidation are immaterial. In addition to the above merger of the ten banks, the previously approved merger between Carter Bank & Trust and Bank Building Corporation was consummated on April 30, The merger resulted in the bank acquiring 46 branch offices, which had previously been owned by Bank Building Corporation and leased to the Bank. These 46 branch offices are reported on the Consolidated Balance Sheets in the Bank Premises and Equipment category. In addition, four other income producing commercial investment properties, and various lots and land owned by Bank Building Corporation were also acquired by the Bank. At the time of the merger, the Regulators required these properties be carried by a wholly-owned subsidiary rather than the Bank itself. The four income producing properties were sold in June 2015 and the remaining lots and land are reported in CB&T Real Estate Holdings, Inc. Critical Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements include the accounts and results of operations of the Bank and the Mortgage Company of Virginia ( MCOV ). All significant interbank transactions and balances are eliminated in the consolidation. Use of Estimates The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions, and estimates in certain circumstances that affect amounts reported in the consolidated financial statements and the accompanying footnotes. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from management s current judgments. We consider our policies for the allowance for loan losses and estimates of fair value to be critical accounting policies. Refer to the Bank s 2014 Annual Report for additional discussion concerning the Bank s accounting polices. Overview Net income for the Bank for the first six months of 2015 increased to $17,385,000 or $0.66 per share, compared to June 30, 2014 of $15,997,000, or $0.61 per share. This reflects an increase of $1,388,000 or 8.68%. Purchase Accounting required us to mark to fair market value nine of the ten bank s assets and liabilities, and to amortize/accrete these values over the estimated lives of the assets and liabilities. As a result, we have had income/expense from the results of Purchase Accounting since the merger. By the end of 2012, all of the income adjustments had been made. The Core Deposit Intangible was fully expensed in April The Bank s Investment Portfolio increased $14,531,000 since year end Loans increased $167,298,000, or 7.21% compared to year-end. Total deposits increased $159,100,000, or 3.78% since year-end. All deposit categories increased. All of our deposits come from our customer base and are considered core deposits. The Bank does not have any brokered deposits and does not accept deposits from non-customers outside our trade area. Total liabilities at June 30, 2015 were $4,386,694,000 and $4,232,047,000 at December 31, Total shareholders equity at June 30, 2015 was $410,027,000 compared to $397,894,000 at year-end. The Bank had 26,257,761 average shares of common stock outstanding for the six months ended June 30, 2015 and June 30,

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