Community Trust Bancorp Inc.
Annual Report 2017

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] [ ] 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, 2017 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 0-11129 COMMUNITY TRUST BANCORP, INC. (Exact Name of Registrant as Specified in its Charter) Kentucky (State or Other Jurisdiction of Incorporation or Organization) 346 North Mayo Trail Pikeville, Kentucky (Address of Principal Executive Offices) 61-0979818 (IRS Employer Identification No.) 41501 (Zip Code) (606) 432-1414 (Registrant’s Telephone Number) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $5.00 par value (Title of Class) The NASDAQ Stock Market LLC (Name of Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: None 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 and posted on its corporate web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ✓ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition 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 ☐ (Do not check if a smaller reporting company) 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-Stock Market LLC – Global Select Market, the aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, 2017 was $735.9 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, 2018 was 17,710,852. 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 24, 2018. CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS TABLE OF CONTENTS PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Selected Statistical Information Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures PART II Item 5. Market for the Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities Item 6. Selected Financial Data 2013-2017 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers, and Corporate Governance of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Certain Relationships, Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules Index to Exhibits Signatures 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, 2017, CTBI had total consolidated assets of $4.1 billion and total consolidated deposits, including repurchase agreements, of $3.5 billion. Total shareholders’ equity at December 31, 2017 was $530.7 million. Trust assets under management at December 31, 2017 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. 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, 2017, CTBI and subsidiaries had 990 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. 1General SUPERVISION AND REGULATION 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. 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 Basel III On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to CTBI and CTB. The FDIC subsequently approved these rules. The final rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The rules include new risk-based capital and leverage ratios, which are being phased in from 2015 to 2019, and refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The final rules also establish 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 and will increase 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 implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses (which are not considered a component of Tier 1 capital), as well as certain instruments that will no longer qualify as Tier 1 capital, some of which will be phased out over time. However, the final rules provide that small depository institution holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes CTBI) will be able to permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature. 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 increased 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% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 5% (unchanged from previous rules). The final rules set forth certain changes for the calculation of risk-weighted assets, which we were required to utilize beginning January 1, 2015. The standardized approach final rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets. 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. 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. 2 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 it is recovering. 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, recent U.S. tax law modifications, political events, and possible healthcare reform 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. 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: ö= Clients may not want, need, or qualify for our products and services; ö= Borrowers may not be able to repay their loans; ö= The value of the collateral securing our loans to borrowers may decline; and ö= The quality of our loan portfolio may decline. Mortgage Assistance Risk As government funded mortgage assistance programs lapse, consumer real estate defaults may increase. During the economic recession, various legislation was enacted designed to assist those hit hardest through economic subsidies. These subsidies most often came in the form of mortgage payment assistance or mortgage note restructuring. Examples of these programs include: Consumer Financial Protection Bureau Alternatives to Foreclosure In House Modification Program, Kentucky Housing Unemployed Bridge Loan Program, Tennessee Hardest Hit Fund, Home Affordable Modification Program, Home Affordable Refinance Program, and Freddie Mac Alternatives to Foreclosure. As these programs sunset, become more limited, or as the participants complete their eligibility in the program(s), we may experience significantly higher levels of past due mortgage loans and default rates. 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: ö= The rate of inflation; ö= The rate of economic growth; ö= Employment levels; ö= Monetary policies; and ö= Instability in domestic and foreign financial markets. 3 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. 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. 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, 2017, CTBI had wholesale brokered deposits outstanding of $82.3 million (less than 3% of total deposits) with one, two, and three-year maturities and a weighted average maturity of 1.97 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. Banking Reform Our business may be adversely affected by “banking reform” legislation. On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to CTBI and CTB. The FDIC subsequently approved these rules. The final rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The rules include new risk-based capital and leverage ratios, which are being phased in from 2015 to 2019, and refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The final rules also establish 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 and will increase 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 implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses (which are not considered a component of Tier 1 capital), as well as certain instruments that will no longer qualify as Tier 1 capital, some of which will be phased out over time. However, the final rules provide that small depository institution holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes CTBI) will be able to permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature. 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 increased 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% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 5% (unchanged from previous rules). The final rules set forth certain changes for the calculation of risk-weighted assets, which we were required to utilize beginning January 1, 2015. The standardized approach final rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets. 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. 4 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. Government Policies and Oversight Our business may be adversely affected by legislation or changes in government 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. 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. 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. The financial services industry is experiencing 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. In December 2017, the federal government enacted numerous amendments to the Internal Revenue Code of 1986 pursuant to an act known as the Tax Cuts and Jobs Act (the “TCJA”). While we expect that we will recognize a benefit from the TCJA in the form of reduced future income tax expense; the impact of the TCJA on our customers and vendors is unknown and may materially affect their ability to repay obligations or deliver their services as contractually agreed. 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: ö= The length and severity of downturns in the local economies in which we operate or the national economy; ö= 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 ö= 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: ö= 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, 2017, commercial real estate loans, including multi-family loans, comprised approximately 38% of our total loan portfolio. 5 ö= 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, 2017, other commercial loans comprised approximately 11% of our total loan portfolio. ö= 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, 2017, 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, 2017, consumer loans comprised approximately 20% of our total loan portfolio. 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, 2017, approximately 69% of our loan portfolio is secured by real estate, 41% 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. 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. 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, 2017, forty-three percent (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 in the event they are not 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, our banking regulators may expect us to write down the entire remaining balance of such property. 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. 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. 6 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: ö= Safety and soundness guidelines; ö= 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 ö= 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 in 2014 has resulted in 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. 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. 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. 7 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: ö= Actual or anticipated variations in earnings; ö= Changes in analysts’ recommendations or projections; ö= CTBI’s announcements of developments related to our businesses; ö= Operating and stock performance of other companies deemed to be peers; ö= New technology used or services offered by traditional and non-traditional competitors; ö= News reports of trends, concerns, and other issues related to the financial services industry; and ö= 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. 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. 8 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 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 business. 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. Item 1B. Unresolved Staff Comments None. 9 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 (in thousands) Average Balances 2017 Interest Average Rate Average Balances 2016 Interest Average Rate Average Balances 2015 Interest Average Rate $ Earning assets: Loans (1)(2)(3) Loans held for sale Securities: U.S. Treasury and agencies Tax exempt state and political subdivisions (3) Other securities Federal Reserve Bank and Federal Home Loan Bank stock Federal funds sold Interest bearing deposits Other investments Investment in unconsolidated subsidiaries Total earning assets Allowance for loan and lease losses Nonearning assets: Cash and due from banks Premises and equipment, net Other assets Total assets $ 3,048,879 $ 141,821 4.65% $ 2,916,031 $ 134,455 4.61% $ 2,791,871 $ 131,304 709 81 11.42 728 101 13.87 1,075 95 4.70% 8.84 449,339 7,263 1.62 445,500 6,669 1.50 446,081 7,425 1.66 110,393 49,981 4,632 1,452 4.20 2.91 99,086 53,492 4,182 1,596 4.22 2.98 101,382 59,705 4,162 1,728 22,814 1,189 3,139 41 103,066 1,084 8,961 107 5.21 1.31 1.05 1.19 22,814 1,011 3,121 108,546 1,550 19 538 17 4.43 0.61 0.50 1.10 22,812 1,010 3,344 90,106 6,285 13 219 56 1,847 52 2.82 1,846 43 2.33 1,845 35 3,799,128 $ 157,722 4.15% 3,652,714 $ 148,631 4.07% 3,524,506 $ 146,047 (36,507) 3,762,621 52,321 47,129 206,899 4,068,970 (36,681) 3,616,033 50,946 48,138 205,140 3,920,257 $ (35,735) 3,488,771 53,641 49,103 198,767 3,790,282 $ 4.11 2.89 4.43 0.39 0.24 0.89 1.90 4.14% 10 (in thousands) Average Balances 2017 Interest Average Rate Average Balances 2016 Interest Average Rate Average Balances 2015 Interest Average Rate $ Interest bearing liabilities: Deposits: Savings and demand deposits Time deposits Repurchase agreements and federal funds purchased Advances from Federal Home Loan Bank Long-term debt Total interest bearing liabilities 1,134,147 $ 1,243,181 3,863 10,487 0.34% $ 0.84 1,088,291 $ 1,203,081 2,566 8,355 0.24% $ 0.69 1,018,866 $ 1,217,225 2,299 7,317 258,419 1,832 0.71 262,361 1,155 0.44 256,091 938 38,287 60,042 427 1,685 1.12 2.81 14,410 61,341 62 1,417 0.43 2.31 15,821 61,341 49 1,170 0.23% 0.60 0.37 0.31 1.91 2,734,076 $ 18,294 0.67% 2,629,484 $ 13,555 0.52% 2,569,344 $ 11,773 0.46% Noninterest bearing liabilities: Demand deposits Other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Net interest income, tax equivalent Less tax equivalent interest income Net interest income Net interest spread Benefit of interest free funding Net interest margin 778,304 37,823 3,550,203 518,767 758,555 37,820 3,425,859 494,398 720,508 34,748 3,324,600 465,682 $ 4,068,970 $ 3,920,257 $ 3,790,282 $ 139,428 $ 135,076 $ 134,274 2,026 2,055 2,027 $ 137,402 $ 133,021 $ 132,247 3.48% 0.19 3.67% 3.55% 0.15 3.70% 3.68% 0.13 3.81% (1) Interest includes fees on loans of $1,808, $1,717, and $1,782 in 2017, 2016, and 2015, 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 35% rate. 11 Net Interest Differential The following table illustrates the approximate effect of volume and rate changes on net interest differentials between 2017 and 2016 and also between 2016 $ and 2015. (in thousands) Interest income: Loans Loans held for sale U.S. Treasury and agencies Tax exempt state and political subdivisions Other securities Federal Reserve Bank and Federal Home Loan Bank stock Federal funds sold Interest bearing deposits Other investments Investment in unconsolidated subsidiaries Total interest income Interest expense: Savings and demand deposits Time deposits Repurchase agreements and federal funds purchased Advances from Federal Home Loan Bank Long-term debt Total interest expense Total Change 2017/2016 Change Due to Volume Rate Total Change 2016/2015 Change Due to Volume Rate 7,366 $ (20) 594 450 (144) 178 22 546 90 9 9,091 1,297 2,132 677 365 268 4,739 6,171 $ (3) 58 475 (107) 0 0 (26) 88 0 6,656 112 287 (17) 186 (29) 539 1,195 $ (17) 536 (25) (37) 178 22 572 2 9 2,435 1,185 1,845 694 179 297 4,200 3,151 $ 6 (756) 20 (132) 1 6 319 (39) 8 2,584 267 1,038 217 13 247 1,782 5,760 $ (24) (10) (93) (176) 0 (1) 52 (35) 0 5,473 161 (84) 23 (4) 0 96 (2,609) 30 (746) 113 44 1 7 267 (4) 8 (2,889) 106 1,122 194 17 247 1,686 Net interest income $ 4,352 $ 6,117 $ (1,765) $ 802 $ 5,377 $ (4,575) 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 35% tax rate. Investment Portfolio The maturity distribution and weighted average interest rates of securities at December 31, 2017 are as follows: Available-for-sale (in thousands) U.S. Treasury, government agencies, and government sponsored agency mortgage-backed securities State and political subdivisions Other securities Within 1 Year 1-5 Years 5-10 Years After 10 Years Total Fair Value Amortized Cost Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Estimated Maturity at December 31, 2017 $ 2,957 2.56% $ 145,138 1.57% $ 60,042 1.96% $ 207,744 2.37% $ 415,881 2.03% $ 420,533 Total $ 4,129 0 7,086 53,440 2.99 0.00 0 2.81% $ 198,578 3.76 0.00 2.16% $ 35,780 0 95,822 51,666 4.17 0.00 24,865 2.77% $ 284,275 145,015 4.49 2.17 24,865 2.73% $ 585,761 144,159 4.10 2.17 25,507 2.55% $ 590,199 12 Held-to-maturity (in thousands) U.S. Treasury, government agencies, and government sponsored agency mortgage-backed securities State and political subdivisions Total Total Securities Within 1 Year 1-5 Years 5-10 Years After 10 Years Total Amortized Cost Fair Value Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Estimated Maturity at December 31, 2017 $ $ 0 0 0 0.00% $ 0.00 0.00% $ 0 0.00% $ 659 659 4.37 4.37% $ 0 0 0 0.00% $ 0.00 0.00% $ 0 0 0 0.00% $ 0.00 0.00% $ 0 0.00% $ 659 659 4.37 4.37% $ 0 660 660 Within 1 Year 1-5 Years 5-10 Years After 10 Years Total Book Value Fair Value (in thousands) Total Amount $ 7,086 Yield Amount 2.81% $ 199,237 Yield Amount 2.16% $ 95,822 Yield Amount 2.78% $ 284,275 Yield Amount 2.73% $ 586,420 Yield Amount 2.55% $ 586,421 Estimated Maturity at December 31, 2017 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 35% 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, 2017. The book values of securities available-for-sale and securities held-to-maturity as of December 31, 2017 and 2016 are presented in note 3 to the consolidated financial statements. The book value of securities at December 31, 2015 is presented below: (in thousands) U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Total debt securities CRA investment funds Total securities $ $ Available-for- Sale Held-to-Maturity 480 1,181 0 1,661 0 1,661 240,434 $ 125,665 202,282 568,381 25,000 593,381 $ 13 Loan Portfolio (in thousands) Commercial: Construction Secured by real estate Equipment lease financing Commercial other Total commercial Residential: Real estate construction Real estate mortgage Home equity Total residential Consumer: Consumer direct Consumer indirect Total consumer Total loans Percent of total year-end loans Commercial: Construction Secured by real estate Equipment lease financing Commercial other Total commercial Residential: Real estate construction Real estate mortgage Home equity Total residential Consumer: Consumer direct Consumer indirect Total consumer Total loans 2017 2016 2015 2014 2013 $ 76,479 $ 1,188,680 3,042 351,034 1,619,235 66,998 $ 1,085,428 5,512 350,159 1,508,097 78,020 $ 1,052,919 8,514 358,898 1,498,351 121,942 $ 948,626 10,344 352,048 1,432,960 67,358 709,570 99,356 876,284 137,754 489,667 627,421 57,966 702,969 91,511 852,446 133,093 444,735 577,828 61,750 707,874 89,450 859,074 126,406 390,130 516,536 62,412 712,465 88,335 863,212 122,136 315,516 437,652 110,779 872,542 8,840 374,881 1,367,042 56,075 697,601 84,880 838,556 122,215 287,541 409,756 $ 3,122,940 $ 2,938,371 $ 2,873,961 $ 2,733,824 $ 2,615,354 2.45% 38.06 0.10 11.24 51.85 2.16 22.72 3.18 28.06 4.41 15.68 20.09 2.28% 36.94 0.18 11.92 51.32 1.97 23.93 3.11 29.01 4.53 15.14 19.67 2.71% 36.64 0.30 12.49 52.14 2.15 24.63 3.11 29.89 4.40 13.57 17.97 4.46% 34.70 0.38 12.88 52.42 2.28 26.06 3.23 31.57 4.47 11.54 16.01 4.24% 33.36 0.34 14.33 52.27 2.15 26.67 3.25 32.07 4.67 10.99 15.66 100.00% 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). (in thousands) Commercial secured by real estate and commercial other Commercial and real estate construction Rate sensitivity: Fixed rate Adjustable rate Within One Year $ 222,480 $ 92,632 315,112 $ Maturity at December 31, 2017 After One but Within Five Years After Five Years Total 217,299 $ 22,686 239,985 $ 1,099,935 $ 28,519 1,128,454 $ $ $ $ 93,709 $ 221,403 315,112 $ 70,274 $ 169,711 239,985 $ 21,501 $ 1,106,953 1,128,454 $ 1,539,714 143,837 1,683,551 185,484 1,498,067 1,683,551 14 Nonperforming Assets (in thousands) Nonaccrual loans 90 days or more past due and still accruing interest Total nonperforming loans Other repossessed assets Foreclosed properties Total nonperforming assets Nonperforming assets to total loans and foreclosed properties Allowance to nonperforming loans Nonaccrual and Past Due Loans (in thousands) December 31, 2017 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 December 31, 2016 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 Discussion of the Nonaccrual Policy 2017 2016 2015 2014 2013 18,119 $ 10,176 28,295 155 31,996 60,446 $ 1.92% 127.76% 16,623 $ 10,847 27,470 103 35,856 63,429 $ 2.13% 130.81% 16,563 $ 12,046 28,609 183 40,674 69,466 $ 2.38% 126.16% 20,971 $ 17,985 38,956 90 36,776 75,822 $ 2.74% 88.43% 19,958 23,599 43,557 0 39,188 82,745 3.12% 78.08% 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 1,207 7,028 0 934 318 8,243 389 0 0 18,119 1,912 6,326 0 1,559 11 6,260 555 0 0 16,623 1.58% $ 0.59 0.00 0.27 0.47 1.16 0.39 0.00 0.00 0.58% $ 2.85% $ 0.58 0.00 0.45 0.02 0.89 0.61 0.00 0.00 0.57% $ 31 2,665 0 87 223 6,293 167 62 648 10,176 28 3,015 0 141 152 6,295 467 68 681 10,847 0.04% $ 0.22 0.00 0.02 0.33 0.89 0.17 0.05 0.13 0.33% $ 0.04% $ 0.28 0.00 0.04 0.26 0.90 0.51 0.05 0.15 0.37% $ 76,479 1,188,680 3,042 351,034 67,358 709,570 99,356 137,754 489,667 3,122,940 66,998 1,085,428 5,512 350,159 57,966 702,969 91,511 133,093 444,735 2,938,371 $ $ $ $ $ $ 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 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, 2017. See note 19 to the consolidated financial statements for further information. 15 Analysis of the Allowance for Loan and Lease Losses (in thousands) Allowance for loan and lease losses, beginning of year Loans charged off: Commercial construction Commercial secured by real estate Commercial other Real estate construction Real estate mortgage Home equity Consumer direct Consumer indirect Total charge-offs Recoveries of loans previously charged off: Commercial construction Commercial secured by real estate Commercial other Real estate construction Real estate mortgage Home equity Consumer direct Consumer indirect Total recoveries Net charge-offs: Commercial construction Commercial secured by real estate Commercial other Real estate construction Real estate mortgage Home equity Consumer direct Consumer indirect Total net charge-offs Provisions charged against operations Balance, end of year Allocation of allowance, end of year: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate construction Real estate mortgage Home equity Consumer direct Consumer indirect Balance, end of year Average loans outstanding, net of deferred loan costs and fees Loans outstanding at end of year, net of deferred loan costs and fees Net charge-offs to average loan type: Commercial construction Commercial secured by real estate Commercial other Real estate construction Real estate mortgage Home equity Consumer direct Consumer indirect Total Other ratios: Allowance to net loans, end of year Provision for loan losses to average loans 2017 2016 2015 2014 2013 $ 35,933 $ 36,094 $ 34,447 $ 34,008 $ 33,245 (10) (2,038) (1,893) 0 (615) (178) (965) (5,386) (11,085) 49 75 532 0 87 4 525 2,510 3,782 39 (1,963) (1,361) 0 (528) (174) (440) (2,876) (7,303) 7,521 (316) (1,641) (2,136) (192) (1,043) (54) (1,236) (5,050) (11,668) 36 178 439 7 101 9 615 2,250 3,635 (280) (1,463) (1,697) (185) (942) (45) (621) (2,800) (8,033) 7,872 (3) (1,379) (1,961) (135) (1,421) (129) (1,306) (3,536) (9,870) 13 60 585 4 117 54 435 1,599 2,867 10 (1,319) (1,376) (131) (1,304) (75) (871) (1,937) (7,003) 8,650 (15) (2,163) (3,141) (123) (1,058) (115) (1,326) (3,495) (11,436) 28 305 621 2 40 5 566 1,553 3,120 13 (1,858) (2,520) (121) (1,018) (110) (760) (1,942) (8,316) 8,755 (1,135) (1,607) (2,265) (89) (744) (241) (1,166) (3,802) (11,049) 309 163 557 4 56 11 495 1,649 3,244 (826) (1,444) (1,708) (85) (688) (230) (671) (2,153) (7,805) 8,568 $ $ $ $ $ 36,151 $ 35,933 $ 36,094 $ 34,447 $ 34,008 686 14,509 18 5,039 660 5,688 857 1,863 6,831 36,151 $ $ 884 $ 14,191 42 4,656 629 6,027 774 1,885 6,845 35,933 $ 2,199 14,434 79 4,225 550 6,678 839 1,594 5,496 36,094 $ $ 2,896 13,618 119 4,263 534 6,094 756 1,574 4,593 34,447 $ $ 3,396 14,535 121 5,238 397 4,939 601 1,127 3,654 34,008 3,048,879 3,122,940 $ $ 2,916,031 $ 2,938,371 $ 2,791,871 2,873,961 $ $ 2,642,231 2,733,824 $ $ 2,579,805 2,615,354 (0.05)% 0.17 0.39 0.00 0.07 0.18 0.33 0.61 0.24% 1.16% 0.25% 0.40% 0.14 0.47 0.32 0.13 0.05 0.48 0.67 0.28% 1.22% 0.27% (0.01)% 0.13 0.39 0.21 0.18 0.08 0.71 0.55 0.25% 1.26% 0.31% (0.01)% 0.21 0.70 0.20 0.15 0.13 0.63 0.67 0.31% 1.26% 0.33% 0.77% 0.17 0.46 0.16 0.10 0.28 0.55 0.75 0.30% 1.30% 0.33% 16 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) Deposits: Noninterest bearing deposits NOW accounts Money market accounts Savings accounts Certificates of deposit of $100,000 or more Certificates of deposit < $100,000 and other time deposits Total deposits Other borrowed funds: Repurchase agreements and federal funds purchased Advances from Federal Home Loan Bank Long-term debt Total other borrowed funds Total deposits and other borrowed funds 2017 2016 2015 $ $ 778,304 $ 49,975 668,609 415,563 628,165 615,016 3,155,632 258,419 38,287 60,042 356,748 3,512,380 $ 758,555 $ 49,037 640,297 398,957 578,669 624,412 3,049,927 262,361 14,410 61,341 338,112 3,388,039 $ 720,508 36,227 613,804 368,835 571,660 645,565 2,956,599 256,091 15,821 61,341 333,253 3,289,852 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. The maximum balance for federal funds purchased and repurchase agreements at any month-end during 2016 occurred at October 31, 2016, with a month-end balance of $269.3 million. The maximum balance for federal funds purchased and repurchase agreements at any month-end during 2015 occurred at September 30, 2015, with a month-end balance of $265.4 million. Maturities and/or repricing of time deposits of $100,000 or more outstanding at December 31, 2017 are summarized as follows: (in thousands) Three months or less Over three through six months Over six through twelve months Over twelve through sixty months Over sixty months Certificates of Deposit Other Time Deposits Total $ $ 106,380 $ 87,203 332,503 176,132 0 702,218 $ 8,735 $ 8,105 13,456 26,511 0 56,807 $ 115,115 95,308 345,959 202,643 0 759,025 17 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, 2017: Location Owned Leased Banking locations: Community Trust Bank, Inc. * Pikeville Market (lease land at 3 owned locations) 10 locations in Pike County, Kentucky Floyd/Knott/Johnson Market (lease land at 1 owned location) 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) 1 location in Pike County, Kentucky, 1 location in Mingo County, West Virginia Whitesburg Market (lease land at 1 owned location) 5 locations in Letcher County, Kentucky Hazard Market (lease land at 2 owned locations) 3 locations in Perry County, Kentucky * Lexington Market (lease land at 3 owned locations) 6 locations in Fayette County, Kentucky Winchester Market 2 locations in Clark County, Kentucky Richmond Market (lease land at 1 owned location) 3 locations in Madison County, Kentucky Mt. Sterling Market 2 locations in Montgomery County, Kentucky * Versailles Market (lease land at 1 owned location) 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) 2 locations in Boyle County, Kentucky and 1 location in Mercer County, Kentucky * Ashland Market (lease land at 1 owned location) 4 locations in Boyd County, Kentucky and 1 location in Greenup County, Kentucky Flemingsburg Market 3 locations in Fleming County, Kentucky Advantage Valley Market 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 location in Nicholas County, West Virginia Middlesboro Market (lease land at 1 owned location) 3 locations in Bell County, Kentucky Williamsburg Market 2 locations in Whitley County, Kentucky and 3 locations in Laurel County, Kentucky Campbellsville Market (lease land at 2 owned locations) 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 locations in Rockcastle County, Kentucky * LaFollette Market 3 locations in Campbell County, Tennessee and 1 location in Anderson County, Tennessee Total banking locations Operational locations: Community Trust Bank, Inc. Pikeville (Pike County, Kentucky) (lease land at 1 owned location) Total operational locations Total locations 9 3 2 4 3 4 2 3 2 2 3 5 3 3 1 3 5 8 2 3 70 1 1 71 1 1 0 1 0 2 0 0 0 3 0 0 0 1 0 0 0 0 0 1 10 0 0 10 Total 10 4 2 5 3 6 2 3 2 5 3 5 3 4 1 3 5 8 2 4 80 1 1 81 *Community Trust and Investment Company has leased offices in the main office locations in these markets. See notes 8 and 16 to the consolidated financial statements included herein for the year ended December 31, 2017, for additional information relating to lease commitments and amounts invested in premises and equipment. 18 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. 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-Stock Market LLC – Global Select Market under the symbol CTBI. As of January 31, 2018, there were approximately 7,400 holders of record of our outstanding common shares. Dividends The annual dividend paid to our stockholders was increased from $1.26 per share to $1.30 per share during 2017. 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 44.5%. 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, 2017. Stock Repurchases CTBI did not acquire any shares of common stock through the stock repurchase program during the years 2017 and 2016. 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 $100 on December 31, 2012 in CTBI’s common stock and in each index and the reinvestment of all dividends paid during the five-year period. The quarterly high and low sales prices for CTBI’s common stock for 2012 through 2017 are shown in Item 6 below. Comparison of 5 Year Cumulative Total Return among Community Trust Bancorp, Inc., NASDAQ Stock Market (U.S.), and NASDAQ Bank Stocks Fiscal Year Ending December 31 ($) Community Trust Bancorp, Inc. NASDAQ Stock Market (U.S.) NASDAQ Bank Stocks 2012 100.00 100.00 100.00 2013 141.62 133.48 136.62 2014 130.38 150.12 152.77 2015 128.85 150.84 156.15 2016 187.45 170.46 197.60 2017 182.92 206.91 233.94 19Item 6. Selected Financial Data 2013-2017 (in thousands except ratios, per share amounts and # of employees) Year Ended December 31 Interest income Interest expense Net interest income Provision for loan losses Noninterest income Noninterest expense Income before income taxes Income taxes Net income Per common share: Basic earnings per share Diluted earnings per share Cash dividends declared- as a % of net income Book value, end of year Market price, end of year Market to book value, end of year Price/earnings ratio, end of year Cash dividend yield, for the year At year-end: Total assets Long-term debt Shareholders’ equity Averages: Assets Deposits, including repurchase agreements Earning assets Loans Shareholders’ equity Profitability ratios: Return on average assets Return on average equity Capital ratios: Equity to assets, end of year Average equity to average assets Risk based capital ratios: Tier 1 leverage Common equity Tier 1 capital Tier 1 capital Total capital Other significant ratios: Allowance to net loans, end of year Allowance to nonperforming loans, end of year Nonperforming assets to loans and foreclosed properties, end of year Net interest margin, tax equivalent Efficiency ratio* Other statistics: Average common shares outstanding Number of full-time equivalent employees, end of year $ $ $ $ $ $ $ $ $ 2017 2016 2015 2014 2013 155,696 $ 18,294 137,402 7,521 48,508 109,878 68,511 17,018 51,493 $ 2.92 $ 2.92 $ 1.300 $ 44.52% 30.00 $ 47.10 $ 1.57x 16.13x 2.76% 146,576 $ 13,555 133,021 7,872 48,441 107,126 66,464 19,118 47,346 $ 2.70 $ 2.70 $ 1.260 $ 46.67% 28.40 $ 49.60 $ 1.75x 18.37x 2.54% 144,020 $ 11,773 132,247 8,650 46,809 105,443 64,963 18,531 46,432 $ 2.66 $ 2.66 $ 1.220 $ 45.86% 27.12 $ 34.96 $ 1.29x 13.14x 3.49% 143,867 $ 11,797 132,070 8,755 45,081 105,999 62,397 19,146 43,251 $ 2.50 $ 2.49 $ 1.181 $ 47.24% 25.64 $ 36.61 $ 1.43x 14.64x 3.23% 4,136,231 $ 59,341 530,699 3,932,169 $ 61,341 500,615 3,903,934 $ 61,341 475,583 3,723,765 $ 61,341 447,877 4,068,970 $ 3,406,627 3,799,128 3,048,879 518,767 3,920,257 $ 3,306,550 3,652,714 2,916,031 494,398 3,790,282 $ 3,201,545 3,524,506 2,791,871 465,682 3,679,531 $ 3,130,338 3,422,450 2,642,231 435,290 1.27% 9.93 12.83% 12.75 12.89% 15.33 17.22 18.41 1.16% 127.76 1.92 3.67 58.66 1.21% 9.58 12.73% 12.61 12.75% 15.18 17.25 18.50 1.22% 130.81 2.13 3.70 58.54 1.23% 9.97 12.18% 12.29 12.40% 14.58 16.70 17.95 1.26% 126.16 2.38 3.81 58.20 1.18% 9.94 12.03% 11.83 12.04% -- 16.51 17.76 1.26% 88.43 2.74 3.92 59.12 148,127 13,440 134,687 8,568 49,304 110,251 65,172 20,000 45,172 2.63 2.62 1.154 43.79% 23.70 41.05 1.73x 15.57x 2.81% 3,581,716 61,341 412,492 3,651,541 3,127,709 3,384,211 2,579,805 408,782 1.24% 11.05 11.52% 11.19 11.51% -- 16.15 17.40 1.30% 78.08 3.12 4.03 59.33 17,631 990 17,548 996 17,431 984 17,326 1,012 17,158 1,022 * Efficiency ratio is calculated by dividing noninterest expense by net interest income (tax equivalent) plus noninterest income minus securities gains (losses). 20 Quarterly Financial Data (Unaudited) (in thousands except ratios and per share amounts) Three Months Ended 2017 Net interest income Net interest income, taxable equivalent basis Provision for loan losses Noninterest income Noninterest expense Net income Per common share: Basic earnings per share Diluted earnings per share Dividends declared Common stock price: High Low Last trade Selected ratios: Return on average assets, annualized Return on average common equity, annualized Net interest margin, annualized Three Months Ended 2016 Net interest income Net interest income, taxable equivalent basis Provision for loan losses Noninterest income Noninterest expense Net income Per common share: Basic earnings per share Diluted earnings per share Dividends declared Common stock price: High Low Last trade Selected ratios: Return on average assets, annualized Return on average common equity, annualized Net interest margin, annualized December 31 September 30 June 30 March 31 $ $ $ 35,102 $ 35,615 2,862 12,416 27,736 14,912 0.84 $ 0.84 0.33 51.90 $ 45.00 47.10 1.43% 11.18 3.65 34,970 $ 35,475 666 12,202 26,932 13,763 0.78 $ 0.78 0.33 47.00 $ 40.33 46.50 1.33% 10.45 3.67 34,240 $ 34,739 2,764 12,311 27,566 11,541 0.65 $ 0.65 0.32 46.90 $ 41.07 43.75 1.14% 8.97 3.68 33,090 33,599 1,229 11,579 27,644 11,277 0.64 0.64 0.32 50.40 43.25 45.75 1.15% 9.02 3.68 December 31 September 30 June 30 March 31 $ $ $ 33,411 $ 33,930 2,043 12,515 27,005 11,866 0.67 $ 0.67 0.32 51.35 $ 35.85 49.60 1.19% 9.41 3.66 33,227 $ 33,726 2,191 13,186 26,687 12,312 0.70 $ 0.70 0.32 37.49 $ 33.71 37.11 1.25% 9.81 3.66 33,059 $ 33,565 1,873 11,769 27,192 11,566 0.66 $ 0.66 0.31 36.95 $ 32.98 34.66 1.19% 9.46 3.71 33,324 33,855 1,765 10,971 26,242 11,602 0.66 0.66 0.31 36.00 30.89 35.32 1.20% 9.63 3.76 21 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 ”=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 eighty 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, 2017, we had total consolidated assets of $4.1 billion and total consolidated deposits, including repurchase agreements, of $3.5 billion. Total shareholders’ equity at December 31, 2017 was $530.7 million. Trust assets under management, which are excluded from CTBI’s total consolidated assets, at December 31, 2017, 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 2018. Rather, the goals represent a range of target performance for 2018. There is no assurance that any or all of these goals will be achieved. See “Cautionary Statement Regarding Forward Looking Statements.” Basic earnings per share Net income* ROAA ROAE Revenues Noninterest revenue as of % of total revenue Assets Loans Deposits, including repurchase agreements Shareholders’ equity 2017 Goals $2.76 - $2.86 $49.0 - $50.2 million 1.19% - 1.25% 9.10% - 10.10% $187.8 - $193.8 million 25.00% - 25.80% $3.90 - $4.40 billion $3.00 - $3.20 billion $3.30 - $3.50 billion $510.0 - $550.0 million 2017 Performance $2.92 $51.5 million 1.27% 9.93% $185.9 million 25.84% $4.14 billion $3.12 billion $3.51 billion $530.7 million 2018 Goals $3.32 - $3.40 $58.8 - $60.2 million 1.41% - 1.44% 10.72% - 10.97% $188.9 - $194.6 million 25.00% - 27.00% $4.15 - $4.32 billion $3.15 - $3.35 billion $3.47 - $3.61 billion $552.6 - $575.2 million * Approximately $8 million of the increased net income goal is related to projected tax savings associated with the decrease in our 2018 federal income tax expense resulting from the Tax Cuts and Jobs Act of 2017. 22 Results of Operations and Financial Condition We reported record earnings of $51.5 million, or $2.92 per basic share, for the year ended December 31, 2017 compared to $47.3 million, or $2.70 per basic share, for the year ended December 31, 2016 and $46.4 million, or $2.66 per basic share, for the year ended December 31, 2015. The December 22, 2017 enactment of the Tax Cuts and Jobs Act of 2017 resulted in an immediate recognition of a tax benefit of $2.8 million as CTBI is in a net deferred tax liability position. The impact to earnings per share was $0.16 per share for the year ended December 31, 2017. As a result of the positive impact on income tax expense during the period, CTBI announced a one-time bonus for all non-executive employees of $1,000 per full-time employee and $500 per part-time employee. The $0.7 million after-tax impact to earnings per share resulting from this accrual was $0.04 per share for the year ended December 31, 2017. The net impact to earnings per share from these two events, therefore, was an increase of $0.12 per share. 2017 Highlights ”=Net interest income for the year ended December 31, 2017 increased $4.4 million, or 3.3%, from December 31, 2016. ”=Provision for loan losses for the year ended December 31, 2017 decreased $0.4 million, or 4.5%, from December 31, 2016. ”=Our loan portfolio increased $184.6 million, or 6.3%, from December 31, 2016. ”=Net loan charge-offs for the year ended December 31, 2017 were $7.3 million, or 0.24% of average loans annualized, compared to $8.0 million, or 0.28%, experienced for the year 2016. ”=Nonperforming loans at $28.3 million increased $0.8 million, or 3.0%, from December 31, 2016. Nonperforming assets at $60.4 million decreased $3.0 million, or 4.7%, from December 31, 2016. ”=Deposits, including repurchase agreements, increased $175.3 million, or 5.3%, from December 31, 2016. ”=Noninterest income for the year ended December 31, 2017 of $48.5 million was a $0.1 million, or 0.1%, increase from the year ended December 31, 2016. ”=Noninterest expense for the year ended December 31, 2017 increased $2.8 million, or 2.6%, compared to the year ended December 31, 2016, as a result of a $1.8 million increase in personnel expense and a $1.6 million increase in net other real estate owned expense, partially offset by a $0.6 million decrease in FDIC insurance. The increase year over year in personnel expense included a $1.1 million increase in salaries, a $0.5 million increase in bonuses and incentives, and a $0.4 million increase in the cost of group medical and life insurance. Income Statement Review (dollars in thousands) Year Ended December 31 Net interest income Provision for loan losses Noninterest income Noninterest expense Income taxes Net income Average earning assets 2017 2016 2015 Amount Percent Change 2017 vs. 2016 $ $ $ 137,402 $ 7,521 48,508 109,878 17,018 51,493 $ 133,021 $ 7,872 48,441 107,126 19,118 47,346 $ 132,247 $ 8,650 46,809 105,443 18,531 46,432 $ 4,381 (351) 67 2,752 (2,100) 4,147 3,799,128 $ 3,652,714 $ 3,524,506 $ 146,414 3.3% (4.5) 0.1 2.6 (11.0) 8.8% 4.0% 2.0% 28.8% Yield on average earnings assets, tax equivalent* Cost of interest bearing funds 4.15% 0.67% 4.07% 0.52% 4.14% 0.46% 0.08% 0.15% Net interest margin, tax equivalent* 3.67% 3.70% 3.81% (0.03)% (0.8)% *Yield on average earning assets and net interest margin are computed on a taxable equivalent basis using a 35% tax rate. 23 Net Interest Income Net interest income for the year ended December 31, 2017 of $137.4 million increased $4.4 million, or 3.3%, from prior year. Average earning assets increased $146.4 million over prior year. Our yield on average earning assets increased 8 basis points from prior year, while our cost of interest bearing funds increased 15 basis points. Average loans to deposits, including repurchase agreements, for the year ended December 31, 2017 were 89.5% compared to 88.2% for the year ended December 31, 2016. Net interest income for the year ended December 31, 2016 of $133.0 million increased $0.8 million, or 0.6%, from prior year. Average earning assets increased $128.2 million over prior year. Our yield on average earning assets decreased 7 basis points from 2015, while our cost of interest bearing funds increased 6 basis points. Average loans to deposits, including repurchase agreements, for the year ended December 31, 2016 were 88.2% compared to 87.2% for the year ended December 31, 2015. Provision for Loan Losses The provision for loan losses added to the allowance for 2017 of $7.5 million was a $0.4 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. The provision for loan losses added to the allowance for 2016 of $7.9 million was a $0.8 million decrease from 2015. Noninterest Income Noninterest income for the year ended December 31, 2017 of $48.5 million was a $0.1 million, or 0.1% increase, from the year ended December 31, 2016. Noninterest income for the year ended December 31, 2016 of $48.4 million was an increase of $1.6 million, or 3.5%, from 2015. The increase in noninterest income year over year was primarily due to a $0.7 million increase in deposit services charges, a $0.3 million increase in trust revenue, a $0.3 million increase in loan related fees, and a $0.6 million positive variance in securities gains (losses). Noninterest Expense Noninterest expense for the year ended December 31, 2017 increased $2.8 million, or 2.6%, compared to the year ended December 31, 2016, as a result of a $1.8 million increase in personnel expense and a $1.6 million increase in net other real estate owned expense, partially offset by a $0.6 million decrease in FDIC insurance. The increase year over year in personnel expense included a $1.1 million increase in salaries, a $0.5 million increase in bonuses and incentives, and a $0.4 million increase in the cost of group medical and life insurance. Noninterest expense for the year ended December 31, 2016 of $107.1 million increased $1.7 million, or 1.6%, from prior year. The increase in noninterest expense was primarily due to an increase in personnel expense, partially offset by decreased FDIC insurance expense. The increase in our personnel expense was a result of changes in our group medical insurance expense caused by differences in our claims paid experience as a self-insured employer. Balance Sheet Review CTBI’s total assets at $4.1 billion increased $204.1 million, or 5.2%, from December 31, 2016. Loans outstanding at December 31, 2017 were $3.1 billion, increasing $184.6 million, or 6.3%, year over year. We experienced growth during the year of $111.2 million in the commercial loan portfolio, $44.9 million in the indirect loan portfolio, $4.7 million in the consumer direct loan portfolio, and $23.8 million in the residential loan portfolio. CTBI’s investment portfolio decreased $19.8 million, or 3.3%, from December 31, 2016. Deposits in other banks increased $41.0 million from December 31, 2016. Deposits, including repurchase agreements, at $3.5 billion increased $175.3 million, or 5.3%, from December 31, 2016. Wholesale brokered deposits acquired in the third quarter 2017 accounted for $82.3 million of the year over year deposit growth. Shareholders’ equity at December 31, 2017 was $530.7 million, a 6.0% increase from the $500.6 million at December 31, 2016. CTBI’s annualized dividend yield to shareholders as of December 31, 2017 was 2.80%. 24 Loans (in thousands) Loan Category Commercial: Construction Secured by real estate Equipment lease financing Other commercial Total commercial Residential: Real estate construction Real estate mortgage Home equity Total residential Consumer: Consumer direct Consumer indirect Total consumer Total loans Asset Quality Balance Variance from Prior Year Net Charge-Offs Nonperforming ALLL December 31, 2017 $ 76,479 1,188,680 3,042 351,034 1,619,235 67,358 709,570 99,356 876,284 137,754 489,667 627,421 14.2% $ 9.5 (44.8) 0.2 7.4 16.2 0.9 8.6 2.8 3.5 10.1 8.6 39 $ (1,963) 0 (1,361) (3,285) 0 (528) (174) (702) (440) (2,876) (3,316) 1,238 $ 9,693 0 1,021 11,952 541 14,536 556 15,633 62 648 710 686 14,509 18 5,039 20,252 660 5,688 857 7,205 1,863 6,831 8,694 $ 3,122,940 6.3% $ (7,303) $ 28,295 $ 36,151 CTBI’s total nonperforming loans, not including troubled debt restructurings, were $28.3 million, or 0.91% of total loans, at December 31, 2017 compared to $27.5 million, or 0.93% of total loans, at December 31, 2016. Accruing loans 90+ days past due decreased $0.7 million from December 31, 2016. Nonaccrual loans increased $1.5 million from December 31, 2016. Accruing loans 30-89 days past due at $19.4 million was an increase of $3.0 million from December 31, 2016. 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. Impaired loans, loans not expected to meet contractual principal and interest payments, at December 31, 2017 totaled $47.4 million compared to $52.2 million at December 31, 2016. Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired. At December 31, 2017, CTBI had $31.5 million in commercial loans secured by real estate, $4.6 million in commercial real estate construction loans, $9.4 million in commercial other loans, $0.3 million in consumer real estate construction, and $1.6 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 $32.0 million at December 31, 2017 was a decrease of $3.9 million from the $35.9 million at December 31, 2016. Sales of foreclosed properties for the year ended December 31, 2017 totaled $6.1 million while new foreclosed properties totaled $5.4 million. At December 31, 2017, the book value of properties under contracts to sell was $2.2 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 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 2017 to reflect the decrease in current market values of foreclosed properties totaled $3.0 million. There were 69 properties reappraised during 2017. Of these, 33 were written down by a total of $1.7 million. Charges during the year ended December 31, 2016 were $1.2 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-nine 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. 25 The appraisal aging analysis of foreclosed properties, as well as the holding period, at December 31, 2017 is shown below: (in thousands) Up to 3 months 3 to 6 months 6 to 9 months 9 to 12 months 12 to 18 months 18 to 24 months Over 24 months Total Appraisal Aging Analysis Holding Period Analysis Days Since Last Appraisal Current Book Value Holding Period Current Book Value $ $ 1,978 Less than one year 4,115 1 year 16,687 2 years 4,581 3 years 4,298 4 years 297 5 years 40 6 years* 31,996 7 years* 8 years* 9 years* Total $ $ 4,672 2,615 8,156 2,143 546 1,200 8,816 90 3,735 23 31,996 * 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, our banking regulators may require us to write down the entire remaining balance of such property. Net loan charge-offs for the year were $7.3 million, or 0.24% of average loans annualized, a decrease from prior year’s $8.0 million, or 0.28% of average loans annualized. Of the total net charge-offs, $3.3 million were in commercial loans, $2.9 million were in indirect auto loans, $0.7 million were in residential real estate mortgage loans, and $0.4 million were in direct consumer loans. Our loan loss reserve as a percentage of total loans outstanding at December 31, 2017 decreased to 1.16% from the 1.22% at December 31, 2016. The decline as a percentage of loans is primarily attributable to reductions in allocations for specific reserves for problem loans and reductions in allocations to soft factors including allocations for current economic conditions, allocations for specific industry concentrations, and allocations for interest rate risks associated with our borrowers’ ability to repay in a rapidly rising rate environment. Our reserve coverage (allowance for loan and lease loss reserve to nonperforming loans) was 127.8% at December 31, 2017 compared to 130.8% at December 31, 2016. 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, 2017, the aggregate contractual obligations and commitments are: Contractual Obligations: (in thousands) Deposits without stated maturity Certificates of deposit and other time deposits Repurchase agreements and federal funds purchased Advances from Federal Home Loan Bank Interest on advances from Federal Home Loan Bank* Long-term debt Interest on long-term debt* Annual rental commitments under leases Total contractual obligations Payments Due by Period Total 1 Year $ $ 1,950,720 $ 1,313,143 251,126 845 10 59,341 46,753 12,039 3,633,977 $ 1,950,720 $ 1,011,975 251,126 411 9 0 2,123 2,050 3,218,414 $ 2-5 Years After 5 Years 0 $ 301,055 0 81 1 0 9,510 6,206 316,853 $ 0 113 0 353 0 59,341 35,120 3,783 98,710 *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 $59.3 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: (in thousands) Standby letters of credit Commitments to extend credit Total other commitments Amount of Commitment - Expiration by Period Total 1 Year 2-5 Years After 5 Years $ $ 29,308 $ 516,731 546,039 $ 29,252 $ 454,801 484,053 $ 56 $ 51,386 51,442 $ 0 10,544 10,544 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. 26 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, 2017, we had approximately $175.3 million in cash and cash equivalents and approximately $585.8 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 $144.7 million and $605.4 million at December 31, 2016. 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, 2017, we had wholesale brokered deposits outstanding of $82.3 million with one, two, and three-year maturities and a weighted average maturity of 1.97 years. 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 $0.8 million at December 31, 2017 compared to $0.9 million at December 31, 2016. As of December 31, 2017, we had a $295.5 million available borrowing position with the Federal Home Loan Bank compared to $295.8 million at December 31, 2016. 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. However, since our loan production had outpaced internal deposit growth, management determined that it was appropriate to fund this growth with longer term brokered deposits instead of shorter term Federal Home Loan Bank advances. 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, 2017 and December 31, 2016, we had $57 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, 2017 were deposits with the Federal Reserve of $124.3 million compared to $93.4 million at December 31, 2016. At December 31, 2016, cash and cash equivalents included federal funds sold of $0.5 million. 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 2017, available-for-sale (“AFS”) securities comprised substantially all of the total investment portfolio, and the AFS portfolio was approximately 110% of equity capital. Ninety-five 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. The following table shows our estimated earnings sensitivity profile as of December 31, 2017: Change in Interest Rates (basis points) +400 +300 +200 +100 -25 Percentage Change in Net Interest Income (12 Months) 7.49% 5.70% 3.86% 1.92% (0.29)% The following table shows our estimated earnings sensitivity profile as of December 31, 2016: Change in Interest Rates (basis points) +400 +300 +200 +100 -25 Percentage Change in Net Interest Income (12 Months) 7.05% 5.10% 3.15% 1.30% (0.21)% The simulation model used the yield curve spread evenly over a twelve-month period. The measurement at December 31, 2017 estimates that our net interest income in an up-rate environment would increase by 7.49% at a 400 basis point change, 5.70% increase at a 300 basis point change, 3.86% increase at a 200 basis point change, and a 1.92% increase at a 100 basis point change. In a down-rate environment, a 25 basis point decrease in interest rates would decrease net interest income by 0.29% 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 2017 and 2016, $59.4 million and $81.4 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. 27 Our static repricing GAP as of December 31, 2017 is presented below. In the 12 month cumulative repricing GAP, rate sensitive liabilities (“RSL”) exceeded rate sensitive assets (“RSA”) by $244.2 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 $ 1,440,944 $ 221,323 $ 196,391 $ 191,618 $ 1,009,052 $ 457,752 $ 619,151 Liabilities and Equity 777,277 393,323 490,866 633,049 1,180,168 Periodic repricing GAP 663,667 (172,000) (294,474) (441,431) (171,116) 99,474 358,278 Cumulative GAP 663,667 491,667 197,193 (244,238) (415,354) (57,076) RSA/RSL 1.85x 0.56x 0.40x 0.30x 0.86x 4.60x 562,074 57,076 0 1.10x Cumulative GAP to total assets Capital Resources 16.05% 11.89% 4.77% (5.90)% (10.04)% (1.38)% 0.00% We continue to grow our shareholders’ equity while also providing an annual dividend yield for the year 2017 of 2.76% to shareholders. Shareholders’ equity increased 6.0% from December 31, 2016 to $530.7 million at December 31, 2017. Our primary source of capital growth is the retention of earnings. Cash dividends were $1.30 per share for 2017 and $1.26 per share for 2016. We retained 55.5% of our earnings in 2017 compared to 53.3% in 2016. Regulatory guidelines require bank holding companies, commercial banks, and savings banks to maintain certain minimum capital ratios and define companies as “well-capitalized” that sufficiently exceed the minimum ratios. The banking regulators may alter minimum capital requirements as a result of revising their internal policies and their ratings of individual institutions. To be “well-capitalized” banks and bank holding companies must maintain a Tier 1 leverage ratio of no less than 5%, a common equity Tier 1 capital ratio of no less than 6.5%, a Tier 1 risk based ratio of no less than 8%, and a total risk based ratio of no less than 10%. Our ratios as of December 31, 2017 were 12.89%, 15.33%, 17.22%, and 18.41%, respectively, all exceeding the threshold for meeting the definition of “well-capitalized.” Our capital conservation buffer at December 31, 2017 was 10.41%. See note 21 to the consolidated financial statements for further information. As of December 31, 2017, 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. However, CTB will be required to make certain customer reimbursements related to two deposit add-on products. As previously discussed in CTBI’s prior year Form 10-K and most recent Form 10-Q, management established a related accrual in 2014, which was not considered material. The time period and amount of the reimbursements have not yet been determined; therefore, the actual amount may materially vary from the amount management has evaluated as most likely at December 31, 2017. Basel III On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to CTBI and CTB. The FDIC subsequently approved these rules. The final rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The rules include new risk-based capital and leverage ratios, which are being phased in from 2015 to 2019, and refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The final rules also establish 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 and will increase 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 implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses (which are not considered a component of Tier 1 capital), as well as certain instruments that will no longer qualify as Tier 1 capital, some of which will be phased out over time. However, the final rules provide that small depository institution holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes CTBI) will be able to permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature. 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 increased 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% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 5% (unchanged from previous rules). The final rules set forth certain changes for the calculation of risk-weighted assets, which we were required to utilize beginning January 1, 2015. The standardized approach final rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets. 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. 28 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. 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 it is recovering. 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, recent U.S. tax law modifications, political events, and possible healthcare reform 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. 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 July 2000 and in May 2003. We have not repurchased any shares of our common stock since February 2008. There are currently 67,371 shares remaining under CTBI’s current repurchase authorization. As of December 31, 2017, a total of 2,432,629 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 2017: 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009-2017 Total Repurchases* Board Authorizations 500,000 0 1,000,000 0 0 1,000,000 0 0 0 0 0 0 2,500,000 Average Price ($) - 14.45 10.25 13.35 17.71 19.62 23.14 - - 28.56 25.53 - 15.93 # of Shares 0 144,669 763,470 489,440 396,316 259,235 60,500 0 0 216,150 102,850 0 2,432,629 Shares Available for Repurchase 67,371 *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. 29 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 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 (FASB) Accounting Standards Codification (ASC) 320, Investment Securities, investments in debt securities that are not classified as held-to-maturity and equity securities that have readily determinable fair values 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. Gains or losses on disposition of securities are computed by specific identification for all securities except for shares in mutual funds, which are computed by average cost. 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 the CTBI’s results of operations and financial condition. 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. 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. 30 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. 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, 2017, 2016, and 2015, CTBI has not recognized a significant amount of interest expense or penalties in connection with income taxes. 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. 31 Item 8. Financial Statements and Supplementary Data Community Trust Bancorp, Inc. Consolidated Balance Sheets (dollars in thousands) December 31 Assets: Cash and due from banks Interest bearing deposits Federal funds sold Cash and cash equivalents Certificates of deposit in other banks Securities available-for-sale at fair value (amortized cost of $590,199 and $608,939, respectively) Securities held-to-maturity at amortized cost (fair value of $660 and $867, respectively) Loans held for sale Loans Allowance for loan and lease losses Net loans Premises and equipment, net Federal Home Loan Bank stock Federal Reserve Bank stock Goodwill Core deposit intangible (net of accumulated amortization of $8,616 and $8,483, respectively) Bank owned life insurance Mortgage servicing rights Other real estate owned Other assets Total assets Liabilities and shareholders’ equity: Deposits: Noninterest bearing Interest bearing Total deposits Repurchase agreements Federal funds purchased Advances from Federal Home Loan Bank Long-term debt Deferred taxes Other liabilities Total liabilities Commitments and contingencies (notes 18 and 20) Shareholders’ equity: Preferred stock, 300,000 shares authorized and unissued Common stock, $5 par value, shares authorized 25,000,000; shares outstanding 2017 – 17,692,912; 2016 – 17,628,695 Capital surplus Retained earnings Accumulated other comprehensive loss, net of tax Total shareholders’ equity Total liabilities and shareholders’ equity See notes to consolidated financial statements. $ $ $ 2017 2016 47,528 $ 127,746 0 175,274 9,800 585,761 659 1,033 3,122,940 (36,151) 3,086,789 46,318 17,927 4,887 65,490 0 65,354 3,484 31,996 41,459 4,136,231 $ 790,930 $ 2,472,933 3,263,863 243,814 7,312 845 59,341 4,434 25,923 3,605,532 - 88,465 221,472 224,268 (3,506) 530,699 48,603 95,586 527 144,716 980 605,394 866 1,244 2,938,371 (35,933) 2,902,438 47,940 17,927 4,887 65,490 133 63,881 3,433 35,856 36,984 3,932,169 767,918 2,313,390 3,081,308 251,065 4,816 944 61,341 7,836 24,244 3,431,554 - 88,144 219,697 195,078 (2,304) 500,615 $ 4,136,231 $ 3,932,169 32 Consolidated Statements of Income and Comprehensive Income (in thousands except per share data) Year Ended December 31 Interest income: Interest and fees on loans, including loans held for sale Interest and dividends on securities: Taxable Tax exempt Interest and dividends on Federal Reserve Bank and Federal Home Loan Bank stock Other, including interest on federal funds sold Total interest income Interest expense: Interest on deposits Interest on repurchase agreements Interest on advances from Federal Home Loan Bank Interest on long-term debt Total interest expense Net interest income Provision for loan losses Net interest income after provision for loan losses Noninterest income: Service charges on deposit accounts Gains on sales of loans, net Trust and wealth management income Loan related fees Bank owned life insurance Brokerage revenue Securities gains (losses) Other noninterest income Total noninterest income Noninterest expense: Officer salaries and employee benefits Other salaries and employee benefits Occupancy, net Equipment Data processing Bank franchise tax Legal fees Professional fees Advertising and marketing FDIC insurance Other real estate owned provision and expense Repossession expense Amortization of limited partnership investments Other noninterest expense Total noninterest expense Income before income taxes Income taxes Net income Other comprehensive loss: Unrealized holding losses on securities available-for-sale: Unrealized holding losses arising during the period Less: Reclassification adjustments for realized gains (losses) included in net income Tax benefit Unrealized holding loss on securities available-for-sale, net of tax Implementation of ASU 2018-02 Other comprehensive loss, net of tax Comprehensive income Basic earnings per share Diluted earnings per share Weighted average shares outstanding-basic Weighted average shares outstanding-diluted Dividends declared per share See notes to consolidated financial statements. 2017 2016 2015 $ 141,497 $ 133,965 $ 130,829 8,715 3,011 1,189 1,284 155,696 14,350 1,832 427 1,685 18,294 137,402 7,521 129,881 25,121 1,320 10,453 3,678 2,172 1,324 73 4,367 48,508 11,823 47,006 8,072 3,049 7,100 5,478 1,668 1,991 2,721 1,239 4,500 911 2,419 11,901 109,878 8,265 2,718 1,011 617 146,576 10,921 1,155 62 1,417 13,555 133,021 7,872 125,149 24,966 1,831 9,585 4,107 2,199 1,314 522 3,917 48,441 12,198 44,877 7,999 2,950 6,497 5,671 1,906 1,890 2,614 1,789 2,879 1,156 2,623 12,077 107,126 68,511 17,018 51,493 $ 66,464 19,118 47,346 $ (820) 73 (312) (581) (621) (1,202) 50,291 $ 2.92 $ 2.92 $ 17,631 17,653 1.30 $ (4,578) 522 (1,785) (3,315) 0 (3,315) 44,031 $ 2.70 $ 2.70 $ 17,548 17,566 1.26 $ $ $ $ $ $ 9,153 2,705 1,010 323 144,020 9,616 938 49 1,170 11,773 132,247 8,650 123,597 24,282 1,978 9,286 3,821 2,158 1,426 (106) 3,964 46,809 11,652 42,911 7,826 3,049 6,743 5,174 2,236 1,884 2,428 2,382 3,533 1,265 2,580 11,780 105,443 64,963 18,531 46,432 (342) (106) (83) (153) 0 (153) 46,279 2.66 2.66 17,431 17,483 1.22 33 Consolidated Statements of Changes in Shareholders’ Equity (in thousands except per share and share amounts) Balance, January 1, 2015 Net income Other comprehensive loss, net of tax of $(83) Cash dividends declared ($1.22 per share) Issuance of common stock Repurchase of common stock Vesting of restricted stock Issuance of restricted stock Forfeiture of restricted stock Stock-based compensation and related excess tax benefits Balance, December 31, 2015 Net income Other comprehensive loss, net of tax of $(1,785) Cash dividends declared ($1.26 per share) Issuance of common stock Repurchase of common stock Vesting of restricted stock Issuance of restricted stock Forfeiture of restricted stock Stock-based compensation and related excess tax benefits Balance, December 31, 2016 Net income Unrealized holding loss on securities available-for-sale, net of tax of $(312) Cash dividends declared ($1.30 per share) Issuance of common stock Vesting of restricted stock Issuance of restricted stock Forfeiture of restricted stock Stock-based compensation Implementation of ASU 2018-02 Balance, December 31, 2017 See notes to consolidated financial statements. Common Shares Common Stock Capital Surplus Retained Earnings Accumulated Other Comprehensive Income (Loss), Net of Tax Total 17,466,375 $ 87,332 $ 214,684 $ 144,697 $ 46,432 (21,274) 1,164 $ (153) 112,837 (5,724) (46,482) 10,582 (674) 564 (29) (232) 53 (3) 17,536,914 87,685 138,605 (11,574) (52,963) 18,069 (356) 693 (57) (265) 90 (2) 17,628,695 88,144 55,191 (11,965) 23,668 (2,677) 276 (60) 118 (13) 1,518 (160) 232 (53) 3 808 217,032 2,292 (325) 265 (90) 2 521 219,697 1,237 60 (118) 13 583 169,855 47,346 (22,123) 1,011 (3,315) 195,078 51,493 (22,924) (2,304) (581) 17,692,912 $ 88,465 $ 221,472 $ 621 224,268 $ (621) (3,506) $ 447,877 46,432 (153) (21,274) 2,082 (189) 0 0 0 808 475,583 47,346 (3,315) (22,123) 2,985 (382) 0 0 0 521 500,615 51,493 (581) (22,924) 1,513 0 0 0 583 0 530,699 34 Consolidated Statements of Cash Flows (in thousands) Year Ended December 31 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Deferred taxes Stock-based compensation Excess tax benefits of stock-based compensation Provision for loan losses Write-downs of other real estate owned and other repossessed assets Gains on sale of loans held for sale Securities (gains) losses Gain on debt repurchase Gains (losses) on sale of assets, net Proceeds from sale of mortgage loans held for sale Funding of mortgage loans held for sale Amortization of securities premiums and discounts, net Change in cash surrender value of bank owned life insurance Mortgage servicing rights: Fair value adjustments New servicing assets created Changes in: Other assets Other liabilities Net cash provided by operating activities Cash flows from investing activities: Certificates of deposit in other banks: Purchase of certificates of deposit Maturity of certificates of deposit Securities available-for-sale (AFS): Purchase of AFS securities Proceeds from sales of AFS securities Proceeds from prepayments, calls, and maturities of AFS securities Securities held-to-maturity (HTM): Proceeds from prepayments and maturities of HTM securities Change in loans, net Purchase of premises and equipment Proceeds from sale and retirement of premises and equipment Additional investment in Federal Reserve Bank stock Proceeds from sale of other real estate owned and repossessed assets Additional investment in other real estate owned and repossessed assets Net cash used in investing activities Cash flows from financing activities: Change in deposits, net Change in repurchase agreements and federal funds purchased, net Advances from Federal Home Loan Bank Payments on advances from Federal Home Loan Bank Repurchase of long-term debt Issuance of common stock Repurchase of common stock Excess tax benefits of stock-based compensation Dividends paid Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Supplemental disclosures: Income taxes paid Interest paid Non-cash activities: Loans to facilitate the sale of other real estate owned and repossessed assets Common stock dividends accrued, paid in subsequent quarter Real estate acquired in settlement of loans See notes to consolidated financial statements. 2017 2016 2015 $ 51,493 $ 47,346 $ 46,432 4,007 (3,090) 636 0 7,521 3,034 (1,320) (73) (560) 40 59,400 (57,869) 3,437 (1,473) 361 (412) (4,412) 1,631 62,351 (11,760) 2,940 (231,680) 87,472 159,584 207 (194,548) (2,400) 25 0 3,574 0 (186,586) 182,555 (4,755) 350,000 (350,099) (1,440) 1,513 0 0 (22,981) 154,793 30,558 144,716 175,274 $ $ 21,400 17,266 2,679 205 5,235 3,904 701 458 100 7,872 1,214 (1,831) (522) 0 46 81,441 (79,682) 2,452 (1,546) 324 (521) (3,205) 2,874 61,425 0 2,852 (176,236) 54,446 104,302 795 (74,379) (3,498) 10 0 5,601 0 (86,107) 100,526 1,060 50,000 (150,112) 0 2,985 (382) (100) (22,190) (18,213) (42,895) 187,611 144,716 $ 19,244 $ 13,426 3,964 209 5,900 3,932 115 783 104 8,650 1,656 (1,978) 106 0 (321) 80,571 (77,501) 3,098 (1,638) 289 (557) (6,274) (2,488) 54,979 0 4,365 (81,456) 44,198 79,068 1 (161,702) (2,246) 239 (18) 9,287 (85) (108,349) 106,525 8,594 170,000 (130,114) 0 2,082 (189) (104) (21,330) 135,464 82,094 105,517 187,611 20,527 11,609 4,343 239 18,557 $ $ 35 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 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 (FASB) Accounting Standards Codification (ASC) 320, Investment Securities, investments in debt securities that are not classified as held-to-maturity and equity securities that have readily determinable fair values 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. Gains or losses on disposition of securities are computed by specific identification for all securities except for shares in mutual funds, which are computed by average cost. 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 the CTBI’s results of operations and financial condition. 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. 36 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. 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. 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. 37 The balance of goodwill, at $65.5 million, has not changed since January 1, 2015. The activity to core deposit intangible for the years ended December 31, 2017, 2016, and 2015 is shown below. (in thousands) Beginning balance, January 1 Amortization Ending balance, December 31 2017 2016 2015 $ $ 133 $ (133) 0 $ 291 $ (158) 133 $ 477 (186) 291 Our core deposit intangible has been fully amortized as of 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. 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, 2017, 2016, and 2015, CTBI has not recognized a significant amount of interest expense or penalties in connection with income taxes. 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. 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 to the consolidated financial statements. 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. 38 New Accounting Standards – ò Financial Instruments – Overall – In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10). The amendments in this Update require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this Update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this Update eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. Public business entities will be required to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. This Update is the final version of Proposed ASU 2013-220—Financial Instruments—Overall (Subtopic 825-10) and Proposed ASU 2013-221—Financial Instruments—Overall (Subtopic 825-10). For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. At December 31, 2017, we had $25 million in equity securities with a net unrealized loss of $0.6 million. Accordingly, an adjustment has been made as a cumulative effect adjustment to our consolidated balance sheet effective January 2018. ò Leases – In February 2016, the FASB issued 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 are 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. Early adoption is permitted. CTBI has an implementation team working through the provisions of ASU 2016-02 including reviewing all leases to assess the impact on its accounting and disclosures. CTBI does not anticipate a significant increase in leasing activity between now and the date of adoption. We have calculated the minimum and maximum net present value of all potential lease payments to be between $10.1 million and $20.3 million. The next step in the analysis will be to determine the renewal periods reasonably expected to be exercised. ò Investments—Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting – In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The amendments affect all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence. The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. The amendments became effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 and did not have a material impact on CTBI’s consolidated financial statements. ò Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting – In April 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. For public companies, the amendments were effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. CTBI adopted this ASU effective January 1, 2017, and it did not have a material impact on our consolidated financial statements. 39 ò Revenue from Contracts with Customers – In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. In August 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 to fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08 which clarified the revenue recognition implementation guidance on principal versus agent considerations and is effective during the same period as ASU 2014-09. In April 2016, the FASB issued ASU 2016-10 which clarified the revenue recognition guidance regarding the identification of performance obligations and the licensing implementation and is effective during the same period as ASU 2014-09. In May 2016, the FASB issued ASU 2016-12 which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax, and transition. ASU 2016-12 is effective during the same period as ASU 2014-09. We adopted these Updates effective January 1, 2018 with no material change to the timing or amounts of income recognized, as the majority of the revenues earned by CTBI are not within the scope of ASU 2014-09. ò 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. 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. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. CTBI has an implementation team working through the provisions of ASU 2016-13 including assessing the impact on its accounting and disclosures. The team has established the historical data that will be available and has identified the potential loan segments to be analyzed. Initial data analysis will begin in the first quarter of 2018. ò Statement of Cash Flows – In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Stakeholders indicated that there is diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This ASU addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in this Update apply to all entities that are required to present a statement of cash flows under Topic 230. This Update is the final version of Proposed Accounting Standards Update EITF-15F—Statement of Cash Flows—Classification of Certain Cash Receipts and Cash Payments (Topic 230), which has been deleted. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The amendments in this Update should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. We adopted this ASU effective January 1, 2018 with no material impact on CTBI’s consolidated financial statements. ò 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. ò Receivables – Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities – In April 2017, the FASB issued ASU No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium to the earliest call date. However, the amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments are effective for public business entities for fiscal periods beginning after December 15, 2018, including interim periods within those fiscal periods. Entities are required to apply the amendments on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We plan to early adopt this ASU effective January 1, 2018. We have reviewed the anticipated effects of this ASU and determined that we expect a $150 thousand reduction in retained earnings and a quarterly increase in amortization expense between $24 thousand and $30 thousand. 40 ò Income Statement—Reporting Comprehensive Income – In February 2018, the FASB issued ASU No. 2018-02, Income Statement— Reporting Comprehensive Income (Topic 220). On December 22, 2017, the U.S. federal government enacted a tax bill, Tax Cuts and Jobs Act of 2017. The guidance in GAAP requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. That guidance was applicable even in situations in which the related income tax effects of items in accumulated other comprehensive income were originally recognized in other comprehensive income (rather than in net income). Because the adjustment of deferred taxes due to the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate of 21 percent was required to be included in income from continuing operations, the tax effects of items within accumulated other comprehensive income (referred to as stranded tax effects for purposes of this Update) did not reflect the appropriate tax rate. The amendments in this ASU requires a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate. The amount of the reclassification is the difference between the historical corporate income tax rate and the newly enacted 21 percent corporate income tax rate. Consequently, the amendments in this Update eliminate the stranded tax effects associated with the change in the federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017 and improve the usefulness of information reported to financial statement users. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted for public business entities for reporting periods for which financial statements have not yet been issued by applying retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017 is recognized. We elected to early adopt this ASU, and therefore, have adjusted our consolidated financial statements effective December 31, 2017 with minimal effect to our financial position. 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 $73.5 million and $74.1 million at December 31, 2017 and 2016, respectively. At December 31, 2017, CTBI had cash accounts which exceeded federally insured limits, and therefore are not subject to FDIC insurance, with $124.3 million in deposits with the Federal Reserve, $21.3 million in deposits with US Bank, $0.3 million in deposits with Fifth Third Bank, and $3.5 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 securities at December 31, 2017 are summarized as follows: Available-for-Sale (in thousands) U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total available-for-sale securities Held-to-Maturity (in thousands) State and political subdivisions Total held-to-maturity securities Amortized Cost $ 211,574 $ 144,159 208,959 507 565,199 25,000 590,199 $ $ Gross Unrealized Gains Gross Unrealized Losses Fair Value 170 $ 2,017 357 0 2,544 76 2,620 $ (1,172) $ (1,161) (4,007) 0 (6,340) (718) (7,058) $ 210,572 145,015 205,309 507 561,403 24,358 585,761 Amortized Cost $ $ 659 $ 659 $ Gross Unrealized Gains Gross Unrealized Losses Fair Value 1 $ 1 $ 0 $ 0 $ 660 660 41 The amortized cost and fair value of securities at December 31, 2016 are summarized as follows: Available-for-Sale (in thousands) U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total available-for-sale securities Held-to-Maturity (in thousands) State and political subdivisions Total held-to-maturity securities Amortized Cost $ 223,014 $ 133,351 227,574 0 583,939 25,000 608,939 $ $ Gross Unrealized Gains Gross Unrealized Losses Fair Value 193 $ 1,957 1,008 0 3,158 76 3,234 $ (743) $ (1,792) (3,526) 0 (6,061) (718) (6,779) $ 222,464 133,516 225,056 0 581,036 24,358 605,394 Amortized Cost $ $ 866 $ 866 $ Gross Unrealized Gains Gross Unrealized Losses Fair Value 1 $ 1 $ 0 $ 0 $ 867 867 The amortized cost and fair value of securities at December 31, 2017 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) Due in one year or less Due after one through five years Due after five through ten years Due after ten years U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total securities Amortized Cost $ 4,288 $ 163,320 43,595 144,530 208,959 507 565,199 25,000 590,199 $ Fair Value Amortized Cost Fair Value 4,294 $ 162,977 44,022 144,294 205,309 507 561,403 24,358 585,761 $ 0 $ 659 0 0 0 0 659 0 659 $ 0 660 0 0 0 0 660 0 660 $ In 2017, there was a net gain of $73 thousand realized on sales and calls of AFS securities, consisting of a pre-tax gain of $278 thousand and a pre-tax loss of $205 thousand. There was a net gain of $522 thousand realized in 2016 and a net loss of $106 thousand realized in 2015. The amortized cost of securities pledged as collateral, to secure public deposits and for other purposes, was $225.7 million at December 31, 2017 and $221.2 million at December 31, 2016. The amortized cost of securities sold under agreements to repurchase amounted to $296.4 million at December 31, 2017 and $303.5 million at December 31, 2016. 42 CTBI evaluates its investment portfolio on a quarterly basis for impairment. The analysis performed as of December 31, 2017 indicates that all impairment is considered temporary, market and interest rate driven, and not credit-related. The percentage of total investments with unrealized losses as of December 31, 2017 was 69.5% compared to 65.6% as of December 31, 2016. 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, 2017 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, 2017. Available-for-Sale (in thousands) Less Than 12 Months U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total <12 months temporarily impaired AFS securities 12 Months or More U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total ≥12 months temporarily impaired AFS securities Total U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total temporarily impaired AFS securities Amortized Cost Gross Unrealized Losses Fair Value $ $ 136,688 $ 34,283 62,768 0 233,739 7,500 241,239 23,885 16,930 117,827 0 158,642 15,000 173,642 160,573 51,213 180,595 0 392,381 22,500 414,881 $ (840) $ (416) (643) 0 (1,899) (105) (2,004) (332) (745) (3,364) 0 (4,441) (613) (5,054) (1,172) (1,161) (4,007) 0 (6,340) (718) (7,058) $ 135,848 33,867 62,125 0 231,840 7,395 239,235 23,553 16,185 114,463 0 154,201 14,387 168,588 159,401 50,052 176,588 0 386,041 21,782 407,823 43 The analysis performed as of December 31, 2016 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, 2016 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, 2016. Available-for-Sale (in thousands) Less Than 12 Months U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total <12 months temporarily impaired AFS securities 12 Months or More U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total ≥12 months temporarily impaired AFS securities Total U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities Total debt securities CRA investment funds Total temporarily impaired AFS securities U.S. Treasury and Government Agencies Amortized Cost Gross Unrealized Losses Fair Value $ $ 158,732 $ 53,491 135,939 0 348,162 17,500 365,662 1,880 751 31,132 0 33,763 5,000 38,763 160,612 54,242 167,071 0 381,925 22,500 404,425 $ (716) $ (1,780) (2,646) 0 (5,142) (444) (5,586) (27) (12) (880) 0 (919) (274) (1,193) (743) (1,792) (3,526) 0 (6,061) (718) (6,779) $ 158,016 51,711 133,293 0 343,020 17,056 360,076 1,853 739 30,252 0 32,844 4,726 37,570 159,869 52,450 163,545 0 375,864 21,782 397,646 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, 2017, 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, 2017, 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, 2017, 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. CRA Investment Funds CTBI’s CRA investment funds consist of investments in fixed income mutual funds ($24.4 million of the total fair value and $718 thousand of the total unrealized losses in common stock investments). The severity of the impairment (fair value is approximately 2.9% less than cost) and the duration of the impairment correlates with the decline in long-term interest rates in 2017. CTBI evaluated the near-term prospects of these funds in relation to the severity and duration of the impairment. Based on that evaluation, CTBI does not consider those investments to be other-than-temporarily impaired at December 31, 2017. 44 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) 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 loans December 31 2017 December 31 2016 $ $ 76,479 $ 1,188,680 3,042 351,034 67,358 709,570 99,356 137,754 489,667 3,122,940 $ 66,998 1,085,428 5,512 350,159 57,966 702,969 91,511 133,093 444,735 2,938,371 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. 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 $1.0 million at December 31, 2017 and $1.2 million at December 31, 2016. Refer to note 1 to the condensed consolidated financial statements for further information regarding our nonaccrual policy. Nonaccrual loans segregated by class of loans were as follows: (in thousands) Commercial: Commercial construction Commercial secured by real estate Commercial other Residential: Real estate construction Real estate mortgage Home equity Total nonaccrual loans December 31 2017 December 31 2016 $ $ 1,207 $ 7,028 934 318 8,243 389 18,119 $ 1,912 6,326 1,559 11 6,260 555 16,623 45 The following tables present CTBI’s loan portfolio aging analysis, segregated by class, as of December 31, 2017 and 2016: (in thousands) Commercial: 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total Past Due Current Total Loans 90+ and Accruing* December 31, 2017 $ Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Residential: Real estate construction Real estate mortgage Home equity Consumer: Consumer direct Consumer indirect Total $ 138 $ 0 $ 1,238 $ 1,376 $ 75,103 $ 76,479 $ 4,047 430 835 224 2,064 595 983 4,085 13,401 $ 1,599 0 77 202 5,029 178 148 1,399 8,632 $ 8,514 0 652 223 11,605 428 62 648 23,370 $ 14,160 430 1,564 649 18,698 1,201 1,193 6,132 45,403 $ 1,174,520 2,612 349,470 66,709 690,872 98,155 136,561 483,535 3,077,537 $ 1,188,680 3,042 351,034 67,358 709,570 99,356 137,754 489,667 3,122,940 $ 31 2,665 0 87 223 6,293 167 62 648 10,176 (in thousands) Commercial: 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total Past Due Current Total Loans 90+ and Accruing* December 31, 2016 $ Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Residential: Real estate construction Real estate mortgage Home equity Consumer: Consumer direct Consumer indirect Total $ 22 $ 0 $ 1,940 $ 1,962 $ 65,036 $ 66,998 $ 2,033 0 997 707 1,493 829 873 3,288 10,242 $ 478 0 122 42 5,278 288 265 851 7,324 $ 8,847 0 1,235 152 10,695 905 68 681 24,523 $ 11,358 0 2,354 901 17,466 2,022 1,206 4,820 42,089 $ 1,074,070 5,512 347,805 57,065 685,503 89,489 131,887 439,915 2,896,282 $ 1,085,428 5,512 350,159 57,966 702,969 91,511 133,093 444,735 2,938,371 $ 28 3,015 0 141 152 6,295 467 68 681 10,847 *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. 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. Equipment lease financing is underwritten by our commercial lenders using the same underwriting standards as would be applied to a secured commercial loan requesting 100% financing. The pricing for equipment lease financing is comparable to that of borrowers with similar quality commercial credits with similar collateral. Maximum terms of equipment leasing are determined by the type and expected life of the equipment to be leased. Residual values are determined by appraisals or opinion letters from industry experts. Leases must be in conformity with our consolidated annual tax plan. As we underwrite our equipment lease financing in a manner similar to our commercial loan portfolio described below, the risk characteristics for this portfolio mirror that of the commercial loan portfolio. 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. 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. 46 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. 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: ò=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. ò=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. ò=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. ò=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. ò=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. 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, 2017 and 2016: (in thousands) December 31, 2017 Pass Watch OAEM Substandard Doubtful Total December 31, 2016 Pass Watch OAEM Substandard Doubtful Total Commercial Construction Commercial Secured by Real Estate Equipment Leases Commercial Other Total $ $ $ $ 67,846 $ 3,323 1,304 3,828 178 76,479 $ 55,315 $ 3,366 2,535 5,592 190 66,998 $ 1,053,701 $ 65,182 22,401 47,223 173 1,188,680 $ 975,383 $ 51,932 25,772 31,945 396 1,085,428 $ 3,005 $ 0 37 0 0 3,042 $ 5,206 $ 137 169 0 0 5,512 $ 305,655 $ 29,008 3,206 12,947 218 351,034 $ 299,301 $ 32,780 7,913 9,599 566 350,159 $ 1,430,207 97,513 26,948 63,998 569 1,619,235 1,335,205 88,215 36,389 47,136 1,152 1,508,097 47 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, 2017 and 2016: (in thousands) December 31, 2017 Performing Nonperforming (1) Total December 31, 2016 Performing Nonperforming (1) Total Real Estate Construction Real Estate Mortgage Home Equity Consumer Direct Consumer Indirect Total $ $ $ $ 66,817 $ 541 67,358 $ 57,803 $ 163 57,966 $ 695,034 $ 14,536 709,570 $ 690,414 $ 12,555 702,969 $ 98,800 $ 556 99,356 $ 90,489 $ 1,022 91,511 $ 137,692 $ 62 137,754 $ 489,019 $ 648 489,667 $ 133,025 $ 68 133,093 $ 444,054 $ 681 444,735 $ 1,487,362 16,343 1,503,705 1,415,785 14,489 1,430,274 (1) A loan is considered nonperforming if it is 90 days or more past due or on nonaccrual. The total of consumer mortgage loans secured by real estate properties for which formal foreclosure proceedings are in process totaled $3.7 million at December 31, 2017 compared to $3.5 million at December 31, 2016. 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. 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, 2017, 2016, and 2015: (in thousands) Loans without a specific valuation allowance: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate construction Real estate mortgage Loans with a specific valuation allowance: Commercial construction Commercial secured by real estate Commercial other Totals: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate construction Real estate mortgage Total December 31, 2017 Recorded Balance Unpaid Contractual Principal Balance Specific Allowance Average Investment in Impaired Loans *Interest Income Recognized $ $ 4,431 $ 28,480 0 9,481 318 1,564 153 2,985 0 4,584 31,465 0 9,481 318 1,564 47,412 $ 4,439 $ 30,365 0 11,252 318 1,570 173 4,095 0 4,612 34,460 0 11,252 318 1,570 52,212 $ 0 $ 0 0 0 0 0 25 966 0 25 966 0 0 0 0 991 $ 4,835 $ 27,753 34 10,444 534 1,591 155 3,932 65 4,990 31,685 34 10,509 534 1,591 49,343 $ 200 1,344 0 539 0 36 0 8 0 200 1,352 0 539 0 36 2,127 48 (in thousands) Loans without a specific valuation allowance: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate mortgage Loans with a specific valuation allowance: Commercial construction Commercial secured by real estate Commercial other Totals: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate mortgage Total (in thousands) Loans without a specific valuation allowance: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate mortgage Loans with a specific valuation allowance: Commercial construction Commercial secured by real estate Commercial other Totals: Commercial construction Commercial secured by real estate Equipment lease financing Commercial other Real estate mortgage Total December 31, 2016 Recorded Balance Unpaid Contractual Principal Balance Specific Allowance Average Investment in Impaired Loans *Interest Income Recognized 4,102 $ 29,025 0 11,215 1,483 1,507 4,731 139 5,609 33,756 0 11,354 1,483 52,202 $ 4,123 $ 29,594 0 13,155 1,483 1,509 5,885 139 5,632 35,479 0 13,294 1,483 55,888 $ 0 $ 0 0 0 0 213 1,035 65 213 1,035 0 65 0 1,313 $ 4,367 $ 31,136 0 11,561 1,691 2,290 4,151 483 6,657 35,287 0 12,044 1,691 55,679 $ 218 1,609 0 632 52 0 19 0 218 1,628 0 632 52 2,530 December 31, 2015 Recorded Balance Unpaid Contractual Principal Balance Specific Allowance Average Investment in Impaired Loans *Interest Income Recognized 2,861 $ 30,761 0 7,500 1,744 3,402 2,660 960 6,263 33,421 0 8,460 1,744 49,888 $ 2,862 $ 32,166 0 9,148 1,744 3,402 2,768 1,153 6,264 34,934 0 10,301 1,744 53,243 $ 0 $ 0 0 0 0 831 1,227 403 831 1,227 0 403 0 2,461 $ 4,574 $ 30,605 0 8,802 1,179 3,631 2,349 836 8,205 32,954 0 9,638 1,179 51,976 $ 200 1,378 0 316 50 0 7 1 200 1,385 0 317 50 1,952 $ $ $ $ *Cash basis interest is substantially the same as interest income recognized. Included in certain loan categories of impaired loans are certain loans and leases 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. 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 or lease 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. 49 During 2017, certain loans were 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, 2017 and 2016: (in thousands) Commercial: Commercial construction Commercial secured by real estate Commercial other Residential: Real estate construction Real estate mortgage Total troubled debt restructurings (in thousands) Commercial: Commercial construction Commercial secured by real estate Commercial other Residential: Real estate construction Real estate mortgage Total troubled debt restructurings Number of Loans Term Modification Rate Modification Combination Post-Modification Outstanding Balance Year Ended December 31, 2017 2 $ 15 22 1 3 43 $ 0 $ 2,199 1,072 846 988 5,105 $ 0 $ 0 0 0 0 0 $ 114 $ 192 136 0 0 442 $ 114 2,391 1,208 846 988 5,547 Number of Loans Term Modification Rate Modification Combination Post-Modification Outstanding Balance Year Ended December 31, 2016 1 $ 27 14 0 1 43 $ 1,288 $ 8,827 5,088 0 0 15,203 $ 0 $ 0 0 0 0 0 $ 0 $ 581 87 0 281 949 $ 1,288 9,408 5,175 0 281 16,152 No charge-offs have resulted from modifications for any of the presented periods. We had commitments to extend additional credit in the amount of $0.2 million on loans that are considered troubled debt restructurings. 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 and lease 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) Commercial: Commercial secured by real estate Commercial other Residential: Real estate construction Real estate mortgage Total defaulted restructured loans (in thousands) Commercial: Commercial secured by real estate Commercial other Residential: Real estate construction Real estate mortgage Total defaulted restructured loans Year Ended December 31, 2017 Number of Loans Recorded Balance 0 $ 0 1 0 1 $ Year Ended December 31, 2016 Number of Loans Recorded Balance 1 $ 1 0 0 2 $ 0 0 846 0 846 67 12 0 0 79 50 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. The following table presents the components of mortgage banking income: (in thousands) Year Ended December 31 Net gain on sale of mortgage loans held for sale Net loan servicing income (expense) Servicing fees Late fees Ancillary fees Fair value adjustments Net loan servicing income Mortgage banking income 2017 2016 2015 $ 1,232 $ 1,831 $ 1,255 84 239 (361) 1,217 2,449 $ 1,239 78 322 (324) 1,315 3,146 $ $ 1,978 1,197 88 212 (289) 1,208 3,186 Mortgage loans serviced for others are not included in the accompanying balance sheets. Loans serviced for the benefit of others (primarily FHLMC) totaled $462 million, $466 million, and $458 million at December 31, 2017, 2016, and 2015, 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 $1.0 million at December 31, 2017, 2016, and 2015, respectively. Activity for capitalized mortgage servicing rights using the fair value method is as follows: (in thousands) Fair value of MSRs, beginning of period New servicing assets created Change in fair value during the period due to: Time decay (1) Payoffs (2) Changes in valuation inputs or assumptions (3) Fair value of MSRs, end of period 2017 2016 2015 $ $ 3,433 $ 412 (184) (268) 91 3,484 $ 3,236 $ 521 (175) (313) 164 3,433 $ 2,968 557 (168) (247) 126 3,236 (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 $3.5 million, $3.4 million, and $3.2 million at December 31, 2017, 2016, and 2015, respectively. Fair values for the years ended December 31, 2017, 2016, and 2015 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 3.03%, 3.02%, and 2.64%, respectively. Prepayment speeds generated using the Andrew Davidson Prepayment Model averaged 10.0%, 9.5%, and 10.0% at December 31, 2017, 2016, and 2015, 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. 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 2017 and 2016 is as follows: (in thousands) Related party extensions of credit, beginning of period New loans and advances on lines of credit Repayments Increase (decrease) due to changes in related parties Related party extensions of credit, end of period 2017 2016 $ $ 27,081 $ 522 (2,615) (8,156) 16,832 $ 29,224 2,456 (4,599) 0 27,081 The aggregate balances of related party deposits at December 31, 2017 and 2016 were $15.8 million and $15.5 million, respectively. 51 A director of CTBI is a shareholder in a law firm that provided services to CTBI and its subsidiaries during the years 2017, 2016, and 2015. 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 2017. Approximately $1.0 million in legal fees and $0.1 million in expenses, $1.1 million total, were paid during 2016, and approximately $1.2 million in legal fees and $0.1 million in expenses, $1.3 million in total, were paid during 2015. 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, 2017, 2016, and 2015: 2017 (in thousands) ALLL Balance, beginning of year Provision charged to expense Losses charged off Recoveries Balance, end of year 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 $ $ 884 $ (237) (10) 49 686 $ 14,191 $ 2,281 (2,038) 75 14,509 $ 42 $ (24) 0 0 18 $ 4,656 $ 1,744 (1,893) 532 5,039 $ 629 $ 31 0 0 660 $ 6,027 $ 189 (615) 87 5,688 $ 774 $ 257 (178) 4 857 $ 1,885 $ 418 (965) 525 1,863 $ 6,845 $ 2,862 (5,386) 2,510 6,831 $ 35,933 7,521 (11,085) 3,782 36,151 Ending balance: Individually evaluated for impairment $ Collectively evaluated for impairment $ Loans Ending balance: Individually evaluated for impairment $ Collectively evaluated for impairment $ 25 $ 661 $ 966 $ 13,543 $ 0 $ 18 $ 0 $ 5,039 $ 0 $ 660 $ 0 $ 5,688 $ 0 $ 857 $ 0 $ 1,863 $ 0 $ 6,831 $ 991 35,160 4,584 $ 31,465 $ 71,895 $ 1,157,215 $ 0 $ 3,042 $ 9,481 $ 341,553 $ 318 $ 1,564 $ 67,040 $ 708,006 $ 0 $ 47,412 99,356 $ 137,754 $ 489,667 $ 3,075,528 0 $ 0 $ 2016 (in thousands) ALLL Balance, beginning of year Provision charged to expense Losses charged off Recoveries Balance, end of year 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 $ $ 2,199 $ (1,035) (316) 36 884 $ 14,434 $ 1,220 (1,641) 178 14,191 $ 79 $ (37) 0 0 42 $ 4,225 $ 2,128 (2,136) 439 4,656 $ 550 $ 264 (192) 7 629 $ 6,678 $ 291 (1,043) 101 6,027 $ 839 $ (20) (54) 9 774 $ 1,594 $ 912 (1,236) 615 1,885 $ 5,496 $ 4,149 (5,050) 2,250 6,845 $ 36,094 7,872 (11,668) 3,635 35,933 Ending balance: Individually evaluated for impairment $ Collectively evaluated for impairment $ Loans Ending balance: Individually evaluated for impairment $ Collectively evaluated for impairment $ 213 $ 671 $ 1,035 $ 13,156 $ 0 $ 42 $ 65 $ 4,591 $ 0 $ 629 $ 0 $ 6,027 $ 0 $ 774 $ 0 $ 1,885 $ 0 $ 6,845 $ 1,313 34,620 5,609 $ 33,756 $ 61,389 $ 1,051,672 $ 0 $ 5,512 $ 11,354 $ 338,805 $ 0 $ 1,483 $ 57,966 $ 701,486 $ 0 $ 52,202 91,511 $ 133,093 $ 444,735 $ 2,886,169 0 $ 0 $ 52 2015 (in thousands) ALLL Balance, beginning of year Provision charged to expense Losses charged off Recoveries Balance, end of year 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 $ $ 2,896 $ (707) (3) 13 2,199 $ 13,618 $ 2,135 (1,379) 60 14,434 $ 119 $ (40) 0 0 79 $ 4,263 $ 1,338 (1,961) 585 4,225 $ 534 $ 147 (135) 4 550 $ 6,094 $ 1,888 (1,421) 117 6,678 $ 756 $ 158 (129) 54 839 $ 1,574 $ 891 (1,306) 435 1,594 $ 4,593 $ 2,840 (3,536) 1,599 5,496 $ 34,447 8,650 (9,870) 2,867 36,094 Ending balance: Individually evaluated for impairment $ Collectively evaluated for impairment $ Loans Ending balance: Individually evaluated for impairment $ Collectively evaluated for impairment $ 8. Premises and Equipment 831 $ 1,368 $ 1,227 $ 13,207 $ 0 $ 79 $ 403 $ 3,822 $ 0 $ 550 $ 0 $ 6,678 $ 0 $ 839 $ 0 $ 1,594 $ 0 $ 5,496 $ 2,461 33,633 6,263 $ 33,421 $ 71,757 $ 1,019,498 $ 0 $ 8,514 $ 8,460 $ 350,438 $ 0 $ 1,744 $ 61,750 $ 706,130 $ 0 $ 49,888 89,450 $ 126,406 $ 390,130 $ 2,824,073 0 $ 0 $ Premises and equipment are summarized as follows: (in thousands) December 31 Land and buildings Leasehold improvements Furniture, fixtures, and equipment Construction in progress Total premises and equipment Less accumulated depreciation and amortization Premises and equipment, net 2017 2016 $ $ 79,173 $ 4,894 38,096 80 122,243 (75,925) 46,318 $ 78,086 4,886 36,831 769 120,572 (72,632) 47,940 Depreciation and amortization of premises and equipment for 2017, 2016, and 2015 was $3.9 million, $3.7 million, and $3.7 million, respectively. 9. Other Real Estate Owned Activity for other real estate owned was as follows: (in thousands) Beginning balance of other real estate owned New assets acquired Fair value adjustments Sale of assets Ending balance of other real estate owned 2017 2016 $ $ 35,856 $ 5,382 (3,034) (6,208) 31,996 $ 40,674 5,900 (1,214) (9,504) 35,856 Carrying costs and fair value adjustments associated with foreclosed properties were $4.5 million, $2.9 million, and $3.5 million for 2017, 2016, and 2015, respectively. See note 1 for a description of our accounting policies relative to foreclosed properties and other real estate owned. Included in the sale of assets above was the disposal of a $0.1 million property which was not acquired through foreclosure. As a result of the relocation of our Campbellsville First Street branch to the Bypass location in 2017, the First Street property was listed for sale and booked into other real estate owned. The major classifications of foreclosed properties are shown in the following table: (in thousands) December 31 1-4 family Agricultural/farmland Construction/land development/other Multifamily Non-farm/non-residential Total foreclosed properties 2017 2016 $ $ 5,908 $ 68 16,158 176 9,686 31,996 $ 6,210 93 20,778 270 8,505 35,856 53 10. Deposits Major classifications of deposits are categorized as follows: (in thousands) December 31 Noninterest bearing deposits NOW accounts Money market deposits Savings Certificates of deposit and other time deposits of $100,000 or more Certificates of deposit and other time deposits less than $100,000 Total deposits 2017 2016 $ $ 790,930 $ 51,218 692,021 416,551 759,025 554,118 3,263,863 $ 767,918 45,872 649,917 404,558 651,882 561,161 3,081,308 Certificates of deposit and other time deposits of $250,000 or more at December 31, 2017 and 2016 were $232.5 million and $228.6 million, respectively. Wholesale brokered deposits at December 31, 2017 totaled $82.3 million. There were no brokered deposits in our 2016 balances. Maturities of certificates of deposits and other time deposits are presented below: Total Within 1 Year Maturities by Period at December 31, 2017 3 Years 4 Years 2 Years 5 Years After 5 Years $ 759,025 $ 556,382 $ 61,844 $ 79,013 $ 32,611 $ 29,175 $ $ 554,118 1,313,143 $ 455,593 1,011,975 $ 41,147 102,991 $ 22,443 101,456 $ 20,149 52,760 $ 14,673 43,848 $ 0 113 113 (in thousands) Certificates of deposit and other time deposits of $100,000 or more Certificates of deposit and other time deposits less than $100,000 Total maturities 11. Borrowings Short-term debt is categorized as follows: (in thousands) December 31 Repurchase agreements Federal funds purchased Total short-term debt 2017 2016 $ $ 243,814 $ 7,312 251,126 $ 251,065 4,816 255,881 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, 2017 were 1.30% and 1.01%, respectively. The maximum balance for repurchase agreements at any month-end during 2017 occurred at September 30, 2017, with a month-end balance of $260.0 million. The average balance of repurchase agreements for the year was $251.0 million. On November 30, 2017, Community Trust Bancorp, Inc. signed an amendment to a revolving credit promissory note, dated October 31, 2014 and last amended February 3, 2017, for a line of credit in the amount of $12 million at a floating interest rate of 2.00% in excess of the one-month LIBOR rate. This amendment extended the maturity date to November 30, 2018 with an unused commitment fee of 0.30%. Currently, all $12 million remains available for general corporate purposes. Long-term debt is categorized as follows: (in thousands) December 31 Junior subordinated debentures, 3.07%, due 6/1/37 2017 2016 $ 59,341 $ 61,341 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. 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 $59.3 million. On November 29, 2017, the coupon rate was set at 3.07% for the March 1, 2018 distribution date, which was based on the three-month LIBOR rate as of November 29, 2017 of 1.48% plus 1.59%. 54 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 $295.4 million and $302.3 million at December 31, 2017 and December 31, 2016, respectively. 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, 2017 and December 31, 2016 is presented in the following tables: (in thousands) Repurchase agreements and repurchase-to-maturity transactions: U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Total (in thousands) Repurchase agreements and repurchase-to-maturity transactions: U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Total 13. Advances from Federal Home Loan Bank December 31, 2017 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 days 30-90 days Greater Than 90 days Total 24,957 $ 62,620 13,360 100,937 $ 0 $ 0 0 0 $ 16,771 $ 567 4,662 22,000 $ 67,867 $ 12,161 40,849 120,877 $ 109,595 75,348 58,871 243,814 December 31, 2016 Remaining Contractual Maturity of the Agreements Overnight and Continuous Up to 30 days 30-90 days Greater Than 90 days Total 17,249 $ 55,354 23,386 95,989 $ 0 $ 0 0 0 $ 14,349 $ 1,998 8,003 24,350 $ 73,076 $ 10,272 47,378 130,726 $ 104,674 67,624 78,767 251,065 $ $ $ $ Federal Home Loan Bank advances consisted of the following monthly amortizing borrowings at December 31: (in thousands) Monthly amortizing Total FHLB advances The advances from the FHLB that require monthly principal payments were due for repayment as follows: Total Within 1 Year Principal Payments Due by Period at December 31, 2017 3 Years 4 Years 2 Years 2017 2016 $ $ 845 $ 845 $ 944 944 5 Years After 5 Years $ 845 $ 411 $ 20 $ 20 $ 20 $ 21 $ 353 At December 31, 2016, CTBI had monthly amortizing FHLB advances totaling $0.9 million at a weighted average interest rate of 1.33%. Advances totaling $0.8 million at December 31, 2017 were collateralized by FHLB stock of $17.9 million and a blanket lien on qualifying 1-4 family first mortgage loans. As of December 31, 2017, CTBI had a $547.8 million FHLB borrowing capacity with $0.8 million in advances and $251.5 million in letters of credit used for public fund pledging leaving $295.5 million available for additional advances. The advances had fixed interest rates ranging from 0.00% to 4.85% with a weighted average rate of 1.14%. The advances are subject to restrictions or penalties in the event of prepayment. (in thousands) Outstanding advances, weighted average interest rate – 1.14% 55 14. Income Taxes The components of the provision for income taxes, exclusive of tax effect of unrealized securities gains and losses, are as follows: (in thousands) Current income tax expense Deferred income tax expense Effect of Tax Cuts & Jobs Act (benefit) Total income tax expense 2017 2016 2015 $ $ 20,108 $ (259) (2,831) 17,018 $ 18,417 $ 701 - 19,118 $ 18,416 115 - 18,531 The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017. The Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent. As of December 31, 2017, we have substantially completed our accounting for the tax effects of enactment of the Act; however, in certain cases, we have made a reasonable estimate of the effects on our existing deferred tax balances. We do not believe the actual results will vary materially from those estimates. The effect of the Tax Cuts and Jobs Act (benefit) listed above 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) Computed at the statutory rate Adjustments resulting from: $ Tax-exempt interest Housing and new markets credits Dividends received deduction Bank owned life insurance ESOP dividend deduction Stock option exercises and restricted stock vesting Effect of Tax Cuts & Jobs Act Other, net Total $ 2017 23,979 (1,259) (2,579) (129) (492) (319) (170) (2,831) 818 17,018 35.00% $ (1.84) (3.76) (0.19) (0.72) (0.47) (0.25) (4.13) 1.20 24.84% $ 2016 23,262 (1,289) (2,680) (136) (518) (313) - - 792 19,118 The components of the net deferred tax liability as of December 31 are as follows: (in thousands) Deferred tax assets: Allowance for loan and lease losses Interest on nonperforming loans Accrued expenses Allowance for other real estate owned Limited partnership investments Unrealized losses on AFS securities Other Total deferred tax assets Deferred tax liabilities: Depreciation and amortization FHLB stock dividends Loan fee income Mortgage servicing rights Capitalized lease obligations Limited partnership investments Other Total deferred tax liabilities Net deferred tax liability 35.00% $ (1.94) (4.03) (0.20) (0.78) (0.47) - - 1.18 28.76% $ $ 2015 22,737 (1,275) (2,692) (128) (549) (298) - - 736 18,531 35.00% (1.96) (4.14) (0.20) (0.84) (0.46) - - 1.13 28.53% 2017 2016 7,592 $ 560 442 1,322 64 932 204 11,116 (12,270) (2,076) (263) (732) (14) 0 (195) (15,550) 12,577 806 1,883 1,898 0 1,241 282 18,687 (20,287) (3,460) (536) (1,202) (65) (411) (562) (26,523) $ (4,434) $ (7,836) 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. 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. 56 With a few exceptions, CTBI is no longer subject to U.S. federal tax examinations by tax authorities for years before 2014, and state and local income tax examinations by tax authorities for years before 2013. 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) with one year of service and who work at least 1,000 hours per year. 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 4% of gross pay. CTBI may at its discretion, contribute an additional percentage of covered employees' compensation. CTBI's matching contributions were $1.0 million for the years ended December 31, 2017, 2016, and 2015. The 401(k) Plan owned 406,021, 482,426, and 515,062 shares of CTBI's common stock at December 31, 2017, 2016, and 2015, respectively. Substantially all shares owned by the 401(k) 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 Plan has the same entrance requirements as the 401(k) Plan above. CTBI currently contributes 4% of covered employees' gross compensation to the ESOP. The ESOP uses the contributions to acquire shares of CTBI's common stock. CTBI's contributions to the ESOP were $1.6 million for the year ended December 31, 2017 and $1.5 million for the years ended December 31, 2016 and 2015. The ESOP owned 737,079, 788,308, and 765,630 shares of CTBI's common stock at December 31, 2017, 2016, and 2015, 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. Stock-Based Compensation: As of December 31, 2017, CTBI maintained one active and two 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 1998 Stock Option Plan (“1998 Plan”) was approved by the Board of Directors and the Shareholders in 1998. The 1998 Plan was rendered inactive as of April 26, 2006. The 2015 Plan has 550,000 shares authorized, 519,140 of which were available at December 31, 2017. 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, 2017: Plan Category (shares in thousands) Equity compensation plans approved by shareholders: Stock options Restricted stock Performance units Stock appreciation rights (“SARs”) Total Number of Shares to Be Issued Upon Exercise Weighted Average Price Shares Available for Future Issuance 45 $ (c) (d) (e) 32.26 (b) (b) (b) 519(a) (a) (a) (a) 519 (a) (b) (c) (d) Under the 2015 Plan, 550,000 shares are authorized for issuance; 33,668 have been issued as of December 31, 2017. 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. Not applicable 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. No performance units payable in stock had been issued as of December 31, 2017. The maximum payment that can be made pursuant to performance units granted to any one participant in any calendar year shall be $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 shall be 100,000 shares. The following table details the shares available for future issuance under the 2015 Plan at December 31, 2017. Plan Category Shares available at January 1, 2017 Stock option issuances Restricted stock issuances Forfeitures Shares available for future issuance Shares Available for Future Issuance 540,131 0 (23,668) 2,677 519,140 There were no stock options issued in 2017. CTBI uses a Black-Scholes option pricing model with the following weighted average assumptions, which are evaluated and revised as necessary, in estimating the grant-date fair value of each option grant for the year end: Expected option life (in years) Expected volatility Expected dividend yield Risk-free interest rate 2016 7.5 34.34% 3.70% 1.45% 2015 7.5 43.11% 3.72% 1.54% 57 The expected life of options granted is estimated from past experience activity and represents the period of time that granted options are expected to be outstanding. The expected volatility is based on historical volatility of the stock using a historical look back that approximates the expected life of the option grant. The interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. CTBI's stock-based compensation expense for the years 2017, 2016, and 2015 was $0.6 million, $0.5 million, and $0.8 million, respectively. Included in stock-based compensation expense were dividends paid on restricted stock shares in the amount of $53 thousand, $37 thousand, and $80 thousand, respectively, for the same periods. The 2015 Plan: CTBI’s stock option activity for the 2015 Plan for the years ended December 31, 2017 and 2016 is summarized as follows: December 31 Outstanding at beginning of year Granted Exercised Forfeited/expired Outstanding at end of year Exercisable at end of year 2017 Weighted Average Exercise Price 2016 Weighted Average Exercise Price Options Options 10,000 $ 0 0 0 10,000 $ 33.55 0 0 0 33.55 0 $ 10,000 0 0 10,000 $ 0 $ 0 0 $ 0 33.55 0 0 33.55 0 A summary of the status of CTBI’s 2015 Plan for nonvested options as of December 31, 2017, and changes during the year ended December 31, 2017, is presented as follows: Nonvested Options Nonvested at January 1, 2017 Granted Vested Forfeited Nonvested at December 31, 2017 Options Weighted Average Grant Date Fair Value 6.82 0 0 0 6.82 10,000 $ 0 0 0 10,000 $ The weighted average remaining contractual term in years of the options outstanding at December 31, 2017 was 8.1 years. There were no options granted from the 2015 Plan for the year ended December 31, 2017. The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the 2015 Plan for the years ended December 31, 2017: (in thousands) Options exercised Options exercisable Outstanding options 2017 $ 0 0 136 The following table shows restricted stock activity for the 2015 Plan for the years ended December 31, 2017 and 2016: December 31 Outstanding at beginning of year Granted* Vested Forfeited Outstanding at end of year 2017 2016 Grants Weighted Average Fair Value at Grant Grants 17,496 $ 23,668 (5,751) (2,328) 33,085 $ 33.55 46.45 35.79 41.31 41.84 Weighted Average Fair Value at Grant 0 33.55 33.55 33.55 33.55 0 $ 18,069 (442) (131) 17,496 $ * Grants issued in 2016 were issued under the terms of the 2015 Plan pursuant to awards granted and earned under the 2006 Plan. 58 The 2006 Plan: CTBI’s stock option activity for the 2006 Plan for the years ended December 31, 2017, 2016, and 2015 is summarized as follows: December 31 2017 2016 2015 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding at beginning of year Granted Exercised Forfeited/expired Outstanding at end of year 61,041 $ 0 (25,665) 0 35,376 $ 29.84 0 27.01 0 31.90 118,574 $ 0 (57,423) (110) 61,041 $ 32.36 0 35.02 35.41 29.84 98,821 $ 20,000 (247) 0 118,574 $ Exercisable at end of year 5,376 $ 25.22 30,629 $ 26.64 87,749 $ 32.35 32.27 24.12 0 32.36 32.12 A summary of the status of CTBI’s 2006 Plan for nonvested options as of December 31, 2017, and changes during the year ended December 31, 2017, is presented as follows: Nonvested Options Nonvested at January 1, 2017 Granted Vested Forfeited Nonvested at December 31, 2017 Options Weighted Average Grant Date Fair Value 7.00 0 8.23 0 6.98 30,412 $ 0 (412) 0 30,000 $ The weighted average remaining contractual term in years of the options outstanding at December 31, 2017 was 6.0 years. There were no options granted from the 2006 Plan for the years 2017 and 2016. The weighted-average fair value of options granted from the 2006 Plan during the year 2015 was $0.1 million or $6.60 per share. The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the 2006 Plan for the years ended December 31, 2017, 2016, and 2015: (in thousands) Options exercised Options exercisable Outstanding options 2017 2016 2015 $ 537 $ 118 538 139 $ 703 1,206 3 275 334 The following table shows restricted stock activity for the years ended December 31, 2017, 2016, and 2015: December 31 2017 2016 2015 Grants Weighted Average Fair Value at Grant Grants Weighted Average Fair Value at Grant Grants Outstanding at beginning of year Granted Vested Forfeited Outstanding at end of year The 1998 Plan: 11,989 $ 0 (6,214) (349) 5,426 $ 32.85 0 32.48 33.31 33.24 64,735 $ 0 (52,521) (225) 11,989 $ 28.92 0 28.01 32.52 32.85 Weighted Average Fair Value at Grant 26.19 32.27 23.66 33.31 28.92 101,309 $ 10,582 (46,482) (674) 64,735 $ The 1998 Plan had no outstanding options and no activity for the year ended December 31, 2017. CTBI’s stock option activity for the 1998 Plan for the years ended December 31, 2016 and 2015 is summarized as follows: December 31 Outstanding at beginning of year Granted Exercised Forfeited/expired Outstanding at end of year Exercisable at end of year 2016 2015 Options Weighted Average Exercise Price Options Weighted Average Exercise Price 2,980 $ 0 (2,980) 0 0 $ 29.49 0 29.49 0 0 43,960 $ 0 (40,980) 0 2,980 $ 0 $ 0 2,980 $ 29.43 0 29.42 0 29.49 29.49 59 The following table shows the intrinsic values of options exercised, exercisable, and outstanding for the 1998 Plan for the years ended December 31, 2016 and 2015: (in thousands) Options exercised Options exercisable Outstanding options $ 2016 2015 13 $ 0 0 241 16 16 There were no nonvested options in the 1998 Plan for the years December 31, 2017, 2016, and 2015. The following table shows the unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans at December 31, 2017, 2016, and 2015 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, 2017, 2016, and 2015. (in thousands) Unrecognized compensation cost of unvested share-based compensation arrangements granted under the plan at year-end Grant date fair value of shares vested for the year Cash received from option exercises under all share-based payment arrangements for the year Tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements for the year $ 2017 2016 2015 1,242 $ 564 693 138 835 $ 1,490 2,099 3 495 1,111 1,212 82 The unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans at December 31, 2017 is expected to be recognized over a weighted-average period of 2.6 years. 16. Operating Leases Certain premises and equipment are leased under operating leases. Additionally, certain premises are leased or subleased to third parties. These leases generally contain renewal options and require CTBI to pay all executory costs, such as taxes, maintenance fees, and insurance. Minimum non-cancellable rental payments and rental receipts are as follows: (in thousands) 2018 2019 2020 2021 2022 Thereafter Total Payments Receipts $ $ 2,050 $ 1,673 1,626 1,515 1,392 3,783 12,039 $ 574 411 351 235 100 145 1,816 Rental expense net of rental income under operating leases was $1.4 million for 2017, $1.3 million for 2016, and $1.3 million for 2015. 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 assumptions market participants would use 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 pricing the assets or liabilities. 60 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, 2017 and December 31, 2016 and indicate the level within the fair value hierarchy of the valuation techniques. (in thousands) Assets measured – recurring basis Available-for-sale securities: U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities CRA investment funds Mortgage servicing rights (in thousands) Assets measured – recurring basis Available-for-sale securities: U.S. Treasury and government agencies State and political subdivisions U.S. government sponsored agency mortgage-backed securities Other debt securities CRA investment funds Mortgage servicing rights Fair Value Measurements at December 31, 2017 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value 210,572 $ 145,015 205,309 507 24,358 3,484 64,598 $ 0 0 0 24,358 0 145,974 $ 145,015 205,309 507 0 0 Fair Value Measurements at December 31, 2016 Using 0 0 0 0 0 3,484 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value 222,464 $ 133,516 225,056 0 24,358 3,433 44,934 $ 0 0 0 24,358 0 177,530 $ 133,516 225,056 0 0 0 0 0 0 0 0 3,433 $ $ 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, 2017 and December 31, 2016. There have been no significant changes in the valuation techniques during the year ended December 31, 2017. 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 and CTBI’s CRA investment funds 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. As of December 31, 2017, CTBI does not own any securities valued using Level 3 inputs. 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. 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, 2017. 61 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: Mortgage Servicing Rights (in thousands) Beginning balance Total recognized gains (losses) Included in net income Issues Settlements Ending balance 2017 2016 $ 3,433 $ 91 412 (452) 3,484 $ $ 3,236 164 521 (488) 3,433 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 $ 91 $ 164 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) Total losses Nonrecurring Measurements 2017 2016 $ (361) $ (324) 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, 2017 and December 31, 2016 and indicate the level within the fair value hierarchy of the valuation techniques. (in thousands) Assets measured – nonrecurring basis Impaired loans (collateral dependent) Other real estate owned (in thousands) Assets measured – nonrecurring basis Impaired loans (collateral dependent) Other real estate owned Fair Value Measurements at December 31, 2017 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value $ 2,709 $ 18,951 0 $ 0 0 $ 0 2,709 18,951 Fair Value Measurements at December 31, 2016 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value $ 5,506 $ 4,388 0 $ 0 0 $ 0 5,506 4,388 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. 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 $1.0 million and $0.6 million for the years ended December 31, 2017 and December 31, 2016, respectively. 62 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 discussed above were $2.5 million and $1.2 million for the years ended December 31, 2017 and December 31, 2016, 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, 2017 and December 31, 2016. (in thousands) Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2017 Valuation Technique(s) Unobservable Input Mortgage servicing rights $ 3,484 Discount cash flows, computer pricing model Constant prepayment rate Range (Weighted Average) 7.0% - 45.0% (10.0%) 0.0% - 100.0% (3.0%) 10.0% - 11.5% (10.1%) Probability of default Discount rate Impaired loans (collateral-dependent) Other real estate owned (in thousands) $ $ 2,709 18,951 Fair Value at December 31, 2016 Market comparable properties Marketability discount Market comparable properties Comparability adjustments Quantitative Information about Level 3 Fair Value Measurements 1.9% - 89.8% (38.5%) 6.0% - 58.6% (15.0%) Mortgage servicing rights $ 3,433 Discount cash flows, computer pricing model Constant prepayment rate Valuation Technique(s) Unobservable Input Range (Weighted Average) 7.0% - 27.0% (9.5%) 0.0% - 100.0% (3.0%) 10.0% - 11.5% (10.1%) Probability of default Discount rate Impaired loans (collateral-dependent) Other real estate owned $ $ 5,506 4,388 Sensitivity of Significant Unobservable Inputs Market comparable properties Marketability discount Market comparable properties Comparability adjustments 0.0% - 100.0% (33.7%) 10.0% - 100.0% (14.9%) 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. 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. 63 Fair Value of Financial Instruments The following table presents estimated fair value of CTBI’s financial instruments as of December 31, 2017 and indicates the level within the fair value hierarchy of the valuation techniques. (in thousands) Financial assets: Cash and cash equivalents Certificates of deposit in other banks Securities available-for-sale Securities held-to-maturity Loans held for sale Loans, net Federal Home Loan Bank stock Federal Reserve Bank stock Accrued interest receivable Mortgage servicing rights Financial liabilities: Deposits Repurchase agreements Federal funds purchased Advances from Federal Home Loan Bank Long-term debt Accrued interest payable Unrecognized financial instruments: Letters of credit Commitments to extend credit Forward sale commitments Fair Value Measurements at December 31, 2017 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Amount $ $ $ 175,274 $ 9,800 585,761 659 1,033 3,086,789 17,927 4,887 13,338 3,484 3,263,863 $ 243,814 7,312 845 59,341 2,228 0 $ 0 0 175,274 $ 0 88,956 0 1,060 0 0 0 0 0 790,930 $ 0 0 0 0 0 0 $ 0 0 0 $ 9,772 496,805 660 0 0 17,927 4,887 13,338 0 2,319,278 $ 0 7,312 841 0 2,228 0 $ 0 0 0 0 0 0 0 3,092,437 0 0 0 3,484 0 243,932 0 0 44,166 0 0 0 0 The following table presents estimated fair value of CTBI’s financial instruments as of December 31, 2016 and indicates the level within the fair value hierarchy of the valuation techniques. (in thousands) Financial assets: Cash and cash equivalents Certificates of deposit in other banks Securities available-for-sale Securities held-to-maturity Loans held for sale Loans, net Federal Home Loan Bank stock Federal Reserve Bank stock Accrued interest receivable Mortgage servicing rights Financial liabilities: Deposits Repurchase agreements Federal funds purchased Advances from Federal Home Loan Bank Long-term debt Accrued interest payable Unrecognized financial instruments: Letters of credit Commitments to extend credit Forward sale commitments Fair Value Measurements at December 31, 2016 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Carrying Amount $ $ $ 144,716 $ 980 605,394 866 1,244 2,902,438 17,927 4,887 11,922 3,433 3,081,308 $ 251,065 4,816 944 61,341 1,200 0 $ 0 0 144,716 $ 0 69,292 0 1,260 0 0 0 0 0 767,918 $ 0 0 0 0 0 0 $ 0 0 0 $ 982 536,102 867 0 0 17,927 4,887 11,922 0 2,321,690 $ 0 4,816 1,009 0 1,200 0 $ 0 0 0 0 0 0 0 2,882,348 0 0 0 3,433 0 250,820 0 0 49,073 0 0 0 0 64 The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Cash and cash equivalents – The carrying amount approximates fair value. Certificates of deposit in other banks – Fair values are based on quoted market prices or dealer quotes for similar instruments. Securities held-to-maturity – Fair values are based on quoted market prices, if available. If a quoted price is not available, fair value is estimated using quoted prices for similar securities. The fair value estimate is provided to management from a third party using modeling assumptions specific to each type of security that are reviewed and approved by management. Quarterly sampling of fair values provided by additional third parties supplement the fair value review process. Loans held for sale – The fair value is predetermined at origination based on sale price. Loans (net of the allowance for loan and lease losses) – The fair value of fixed rate loans and variable rate mortgage loans is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. For other variable rate loans, the carrying amount approximates fair value. Federal Home Loan Bank stock – The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank. Federal Reserve Bank stock – The carrying value of Federal Reserve Bank stock approximates fair value based on the redemption provisions of the Federal Reserve Bank. Accrued interest receivable – The carrying amount approximates fair value. Deposits – The fair value of fixed maturity time deposits is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. For deposits including demand deposits, savings accounts, NOW accounts, and certain money market accounts, the carrying value approximates fair value. Repurchase agreements – The fair value is estimated by discounting future cash flows using current rates. Federal funds purchased – The carrying amount approximates fair value. Advances from Federal Home Loan Bank – The fair value of these fixed-maturity advances is estimated by discounting future cash flows using rates currently offered for advances of similar remaining maturities. Long-term debt – The fair value is estimated by discounting future cash flows using current rates. Accrued interest payable – The carrying amount approximates fair value. Commitments to originate loans, forward sale commitments, letters of credit, and lines of credit – The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of forward sale commitments is estimated based on current market prices for loans of similar terms and credit quality. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair values of these commitments are not material. 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) Standby letters of credit Commitments to extend credit Total off-balance sheet financial instruments 2017 2016 $ $ 29,308 $ 516,731 546,039 $ 29,917 570,467 600,384 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, 2017, we maintained a credit loss reserve recorded in other liabilities of approximately $7 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 64% of the total standby letters of credit are secured, with $15.3 million of the total $29.3 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. 65 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, 2017, a credit loss reserve recorded in other liabilities of $248 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, 2017 of $52.2 million had interest rates ranging predominantly from 3.00% to 5.00%, respectively, and terms predominantly two years or less. These credit commitments were based on prevailing rates, terms, and conditions applicable to other loans being made at December 31, 2017. 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 $2.5 million and $2.9 million at December 31, 2017 and 2016, respectively, and mortgage loans held for sale amounted to $1.0 million and $1.2 million for the years ended December 31, 2017 and 2016, 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, 2017 and 2016, our concentrations of hotel/motel industry credits were 47% and 41% of Tier 1 Capital plus the allowance for loan and lease losses, respectively. Lessors of non-residential buildings credits were 45% and 45%, respectively. Lessors of residential buildings and dwellings were 39% and 37%, respectively. These percentages are within our internally established limits regarding concentrations of credit. 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, 2017 are without merit or that the ultimate liability, if any, will not materially affect our consolidated financial position or results of operations. CTB will be required to make certain customer reimbursements related to two deposit add-on products. As previously discussed in CTBI’s prior year Form 10-K and most recent Form 10-Q, management established a related accrual in 2014, which was not considered material. The time period and amount of the reimbursements have not yet been determined; therefore, the actual amount may materially vary from the amount management has evaluated as most likely at December 31, 2017. 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 2018, approximately $56.1 million plus any 2018 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). All banks are required to have a minimum Tier 1 (core capital) leverage ratio of 4% of adjusted quarterly average assets, common equity Tier 1 capital ratio of at least 4.5% of risk-weighted assets, Tier 1 capital of at least 6% of risk-weighted assets, and total capital of at least 8% of risk-weighted assets. 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. 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. The regulations also define well-capitalized levels of Tier 1 leverage, common equity Tier 1 capital, Tier 1, and total capital as 5%, 6.5%, 8%, and 10%, respectively. We had Tier 1 leverage, common equity Tier 1 capital, Tier 1, and total capital ratios above the well- capitalized levels at December 31, 2017 and 2016. We believe, as of December 31, 2017, CTBI meets all capital adequacy requirements for which it is subject to be defined as well-capitalized under the regulatory framework for prompt corrective action. 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 addresses supervisory concerns, competitive equity considerations, and the accounting for trust preferred securities. The final rule also strengthens 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. The final rule did not have a material impact on our regulatory ratios. 66 Consolidated Capital Ratios (in thousands) As of December 31, 2017: Tier 1 capital (to average assets) Common equity Tier 1 capital (to risk weighted assets) Tier 1 capital (to risk weighted assets) Total capital (to risk weighted assets) As of December 31, 2016: Tier 1 capital (to average assets) Common equity Tier 1 capital (to risk weighted assets) Tier 1 capital (to risk weighted assets) Total capital (to risk weighted assets) Community Trust Bank, Inc.’s Capital Ratios Actual Amount Ratio For Capital Adequacy Purposes Amount Ratio $ $ 525,707 468,207 525,707 562,114 496,432 436,932 496,432 532,332 12.89% $ 15.33 17.22 18.41 12.75% $ 15.18 17.25 18.50 163,136 137,438 183,173 244,265 155,743 129,525 172,672 230,198 4.00% 4.50 6.00 8.00 4.00% 4.50 6.00 8.00 (in thousands) As of December 31, 2017: Tier 1 capital (to average assets) Common equity Tier 1 capital (to risk weighted assets) Tier 1 capital (to risk weighted assets) Total capital (to risk weighted assets) As of December 31, 2016: Tier 1 capital (to average assets) Common equity Tier 1 capital (to risk weighted assets) Tier 1 capital (to risk weighted assets) Total capital (to risk weighted assets) Actual Amount Ratio For Capital Adequacy Purposes Amount Ratio To Be Well-Capitalized Under Prompt Corrective Action Provision Ratio Amount $ 501,537 12.35% $ 162,441 4.00% $ 203,051 501,537 501,537 537,944 16.46 16.46 17.65 137,115 182,820 243,827 4.50 6.00 8.00 198,055 243,760 304,784 $ 472,615 12.19% $ 155,083 4.00% $ 193,854 472,615 472,615 508,515 16.46 16.46 17.71 129,208 172,278 229,708 4.50 6.00 8.00 186,634 229,704 287,134 5.00% 6.50 8.00 10.00 5.00% 6.50 8.00 10.00 On July 2, 2013, the Federal Reserve approved final rules that substantially amend the regulatory risk-based capital rules applicable to CTBI and CTB. The FDIC subsequently approved these rules. The final rules implement the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. The rules include new risk-based capital and leverage ratios, which are being phased in from 2015 to 2019, and refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to CTBI and CTB under the final rules are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The final rules also establish 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 and will increase 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 implement revisions and clarifications consistent with Basel III regarding the various components of Tier 1 capital, including common equity, unrealized gains and losses (which are not considered a component of Tier 1 capital), as well as certain instruments that will no longer qualify as Tier 1 capital, some of which will be phased out over time. However, the final rules provide that small depository institution holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes CTBI) will be able to permanently include non-qualifying instruments that were issued and included in Tier 1 or Tier 2 capital prior to May 19, 2010 in additional Tier 1 or Tier 2 capital until they redeem such instruments or until the instruments mature. 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 increased 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% (increased from 6%); (iii) a total capital ratio of 10% (unchanged from previous rules); and (iv) a Tier 1 leverage ratio of 5% (unchanged from previous rules). The final rules set forth certain changes for the calculation of risk-weighted assets, which we were required to utilize beginning January 1, 2015. The standardized approach final rule utilizes an increased number of credit risk exposure categories and risk weights, and also addresses: (i) an alternative standard of creditworthiness consistent with Section 939A of the Dodd-Frank Act; (ii) revisions to recognition of credit risk mitigation; (iii) rules for risk weighting of equity exposures and past due loans; (iv) revised capital treatment for derivatives and repo-style transactions; and (v) disclosure requirements for top-tier banking organizations with $50 billion or more in total assets that are not subject to the “advance approach rules” that apply to banks with greater than $250 billion in consolidated assets. 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. 67 22. Parent Company Financial Statements Condensed Balance Sheets (in thousands) December 31 Assets: Cash on deposit Investment in and advances to subsidiaries Goodwill Premises and equipment, net Other assets Total assets Liabilities and shareholders’ equity: Long-term debt Other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Condensed Statements of Income and Comprehensive Income (in thousands) Year Ended December 31 Income: Dividends from subsidiary banks Other income Total income Expenses: Interest expense Depreciation expense Other expenses Total expenses Income before income taxes and equity in undistributed income of subsidiaries Income tax benefit Income before equity in undistributed income of subsidiaries Equity in undistributed income of subsidiaries $ $ $ 2017 2016 1,500 $ 587,575 4,973 250 200 594,498 $ 61,341 $ 2,458 63,799 1,525 556,975 4,973 142 391 564,006 61,341 2,050 63,391 530,699 500,615 $ 594,498 $ 564,006 2017 2016 2015 $ 24,661 $ 904 25,565 20,708 $ 459 21,167 1,723 116 2,858 4,697 20,868 (1,445) 22,313 29,180 1,417 107 2,256 3,780 17,387 (1,373) 18,760 28,586 19,808 414 20,222 1,170 130 2,465 3,765 16,457 (1,371) 17,828 28,604 Net income $ 51,493 $ 47,346 $ 46,432 Other comprehensive loss: Unrealized holding losses on securities available-for-sale: Unrealized holding losses arising during the period Less: Reclassification adjustments for realized gains (losses) included in net income Tax benefit Implementation of ASU 2018-02 Other comprehensive loss, net of tax Comprehensive income (820) 73 (312) (621) (1,202) 50,291 $ (4,578) 522 (1,785) 0 (3,315) 44,031 $ (342) (106) (83) 0 (153) 46,279 $ 68 Condensed Statements of Cash Flows (in thousands) Year Ended December 31 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Depreciation Equity in undistributed earnings of subsidiaries Stock-based compensation Excess tax benefits of stock-based compensation Gain on debt repurchase Changes in: Other assets Other liabilities Net cash provided by operating activities Cash flows from investing activities: Payment for investment in subsidiary Purchase of premises and equipment Net cash used in investing activities Cash flows from financing activities: Issuance of common stock Repurchase of common stock Excess tax benefits of stock-based compensation Dividends paid Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 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) Numerator: Net income Denominator: Basic earnings per share: Weighted average shares Diluted earnings per share: Dilutive effect of equity grants Adjusted weighted average shares Earnings per share: Basic earnings per share Diluted earnings per share 2017 2016 2015 $ 51,493 $ 47,346 $ 46,432 116 (29,180) 636 0 (560) 145 412 23,062 (1,440) (179) (1,619) 1,513 0 0 (22,981) (21,468) (25) 1,525 1,500 $ 107 (28,586) 458 100 0 519 (90) 19,854 0 (104) (104) 2,985 (382) (100) (22,190) (19,687) 63 1,462 1,525 $ 130 (28,604) 783 104 0 240 968 20,053 0 (45) (45) 2,082 (189) (104) (21,330) (19,541) 467 995 1,462 $ 2017 2016 2015 $ 51,493 $ 47,346 $ 46,432 17,631 17,548 22 17,653 18 17,566 $ 2.92 $ 2.92 2.70 $ 2.70 17,431 52 17,483 2.66 2.66 There were no options to purchase common shares that were excluded from the diluted calculations above for the years ended December 31, 2017 and 2016. 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. Options to purchase 58,063 common shares at a weighted average price of $35.409 were excluded from the diluted calculations above for the year ended December 31, 2015, because the exercise prices on the options were greater than the average market price for the period. 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, 2017, 2016, and 2015 were: Year Ended December 31 (in thousands) Affected line item in the statements of income Securities gains (losses) Tax expense (benefit) Total reclassifications out of AOCI Amounts Reclassified from AOCI 2017 2016 2015 $ $ 73 $ 26 47 $ 522 $ 183 339 $ (106) (37) (69) 69 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. (Company) as of December 31, 2017 and 2016, the related consolidated statements of income and comprehensive income, changes in shareholder’s equity and cash flows for each of the years in the three-year period ended December 31, 2017 (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 the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, 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), the Company’s internal control over financial reporting as of December 31, 2017, 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, 2018, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2006. /s/ BKD, LLP Louisville, Kentucky February 28, 2018 70 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 (Company) internal control over financial reporting as of December 31, 2017, 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, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company and our report dated February 28, 2018, expressed an unqualified opinion thereon. Basis for Opinion The Company’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. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) and are required to be independent with respect to the Company 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 Public Company Accounting Oversight Board (United States). We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. 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, 2018 71 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, 2017, 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, 2017 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, 2017 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, 2017. There were no changes in CTBI’s internal control over financial reporting that occurred during the year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, CTBI’s internal control over financial reporting. 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: ö= Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ö= 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 ö= 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, 2017 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, 2017. The effectiveness of CTBI’s internal control over financial reporting as of December 31, 2017 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, 2018 Item 9B. Other Information None. /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 72 PART III Item 10. Directors, Executive Officers, and Corporate Governance The information required by this item other than the information set forth 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. Executive Officers of the Registrant Set forth below are the executive officers of CTBI, their positions with CTBI, and the year in which they first became an executive officer or director. Name and Age (1) Jean R. Hale; 71 Positions and Offices Currently Held Chairman, President and CEO Mark A. Gooch; 59 Executive Vice President and Secretary Larry W. Jones; 71 Executive Vice President James B. Draughn; 58 Executive Vice President Kevin J. Stumbo; 57 Executive Vice President, Chief Financial Officer, and Treasurer Ricky D. Sparkman; 55 Executive Vice President Richard W. Newsom; 63 Executive Vice President James J. Gartner; 76 Executive Vice President Date First Became Director or Executive Officer 1992 1997 2002 2001 2002 2002 2002 2002 Steven E. Jameson; 61 Executive Vice President 2004 (2) D. Andrew Jones; 55 Executive Vice President Andy D. Waters; 52 Executive Vice President 2010 2011 Principal Occupation Chairman, President and CEO of Community Trust Bancorp, Inc. President and CEO of Community Trust Bank, Inc. Executive Vice President/ Central Kentucky Region President of Community Trust Bank, Inc. Executive Vice President/Operations of Community Trust Bank, Inc. Executive Vice President/ Chief Financial Officer of Community Trust Bank, Inc. Executive Vice President/ South Central Region President of Community Trust Bank, Inc. Executive Vice President/ Eastern Region President of Community Trust Bank, Inc. Executive Vice President/ Chief Credit Officer of Community Trust Bank, Inc. Executive Vice President/ Chief Internal Audit & Risk Officer Executive Vice President/ Northeastern Region President of Community Trust Bank, Inc. President and CEO of Community Trust and Investment Company C. Wayne Hancock; 43 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, 2018. (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. 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. 73 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, 2017, 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, 2017, we maintained one active and two 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 1998 Stock Option Plan (“1998 Plan”) was approved by the Board of Directors and the Shareholders in 1998. The 1998 Plan was rendered inactive as of April 26, 2006. The 2015 Plan has 550,000 shares authorized, 519,140 of which were available at December 31, 2017. 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. Plan Category (shares in thousands) Equity compensation plans approved by shareholders: Stock options Equity compensation plans not approved by shareholders Total A B C 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) 45 0 $32.26 -- 519 0 519 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. 74 Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements PART IV 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 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 3.3 10.1 10.2 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.15 10.16 10.17 10.18 By-laws of CTBI as amended July 25, 1995 {incorporated by reference to registration statement no. 33-61891} By-laws of CTBI as amended January 29, 2008 {incorporated by reference to current report on Form 8-K filed January 30, 2008} 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} 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} Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated by reference to registration statement no. 333-74217} Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated by reference to Proxy Statement dated March 24, 2006} 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} Senior Management Incentive Compensation Plan (2018) {incorporated herein by reference to current report on Form 8-K dated January 23, 2018} 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} Employee Incentive Compensation Plan (2018) {incorporated herein by reference to current report on Form 8-K dated January 23, 2018} 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 26, 2012} Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference to registration statement no. 333-208053} Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 27, 2015} Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 28, 2016} Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference to current report on Form 8-K dated January 24, 2017} 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} 75 21 23.1 31.1 31.2 32.1 32.2 99.1 List of subsidiaries Consent of BKD, LLP, Independent Registered Public Accounting Firm Certification of Principal Executive Officer (Jean R. Hale, Chairman, President, and Chief Executive Officer) Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 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 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 Community Trust Bancorp, Inc. Dividend Reinvestment Plan, as amended December 20, 2013 {incorporated by reference to registration statement no. 333-193011} 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase (b) Exhibits The response to this portion of Item 15 is submitted in (a) 3. above. (c) Financial Statement Schedules None 76 COMMUNITY TRUST BANCORP, INC. AND SUBSIDIARIES INDEX TO EXHIBITS Exhibit No. 3.1 Description of Exhibits Articles of Incorporation for CTBI {incorporated herein by reference} 3.2 3.3 10.1 10.2 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.15 10.16 10.17 10.18 21 23.1 31.1 31.2 32.1 32.2 99.1 By-laws of CTBI as amended July 25, 1995 {incorporated herein by reference} By-laws of CTBI as amended January 29, 2008 {incorporated herein by reference} Community Trust Bancorp, Inc. Employee Stock Ownership Plan (effective January 1, 2007) {incorporated herein by reference} 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} Community Trust Bancorp, Inc. 1998 Stock Option Plan {incorporated herein by reference} Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} 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} Senior Management Incentive Compensation Plan (2018) {incorporated herein by reference} Restricted Stock Agreement{incorporated herein by reference} Employee Incentive Compensation Plan (2018) {incorporated herein by reference} Amendment to the Community Trust Bancorp, Inc. 2006 Stock Ownership Incentive Plan {incorporated herein by reference} Community Trust Bancorp, Inc. 2015 Stock Ownership Incentive Plan {incorporated herein by reference} Community Trust Bancorp, Inc. 2015 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} Community Trust Bancorp, Inc. 2016 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} Community Trust Bancorp, Inc. 2017 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} Community Trust Bancorp, Inc. 2018 Executive Committee Long-Term Incentive Compensation Plan {incorporated herein by reference} List of subsidiaries Consent of BKD, LLP, Independent Registered Public Accounting Firm Certification of Principal Executive Officer (Jean R. Hale, Chairman, President and CEO) Certification of Principal Financial Officer (Kevin J. Stumbo, Executive Vice President, Chief Financial Officer, and Treasurer) 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 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 Community Trust Bancorp, Inc. Dividend Reinvestment Plan, as amended December 20, 2013 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 77 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 the undersigned, thereunto duly authorized. SIGNATURES February 28, 2018 COMMUNITY TRUST BANCORP, INC. 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 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, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 February 28, 2018 /s/ Jean R. Hale Jean R. Hale /s/ Kevin J. Stumbo Kevin J. Stumbo /s/ Charles J. Baird Charles J. Baird /s/ Nick Carter Nick Carter /s/ James E. McGhee, II James E. McGhee II /s/ M. Lynn Parrish M. Lynn Parrish /s/ James R. Ramsey James R. Ramsey /s/ Anthony W. St. Charles Anthony W. St. Charles Chairman, President, and Chief Executive Officer Executive Vice President, Chief Financial Officer, and Treasurer Director Director Director Director Director Director 78 

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