FIRST CITIZENS BANCSHARES INC /DE/ - Quarter Report: 2021 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-16715

____________________________________________________

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________


Delaware			56-1528994
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

4300 Six Forks Road	Raleigh	North Carolina	27609
(Address of principle executive offices)			(Zip code)

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

____________________________________________________

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, Par Value $1	FCNCA	Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A	FCNCP	Nasdaq Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act:

Class B Common Stock, Par Value $1

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

Class A Common Stock—8,811,220 shares

Class B Common Stock—1,005,185 shares

(Number of shares outstanding, by class, as of October 31, 2021)

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INDEX


		Page No.

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets (Unaudited)	3

	Consolidated Statements of Income (Unaudited)	4

	Consolidated Statements of Comprehensive Income (Unaudited)	5

	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	6

	Consolidated Statements of Cash Flows (Unaudited)	7

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	58

Item 4.	Controls and Procedures	58

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	59

Item 1A.	Risk Factors	59



Item 6.	Exhibits	60

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PART I

Item 1.Financial Statements

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Balance Sheets


(Dollars in thousands, unaudited)	September 30, 2021		December 31, 2020
Assets
Cash and due from banks	$	337,450	$	362,048
Overnight investments	9,875,063		4,347,336
Investment in marketable equity securities (cost of $85,554 at September 30, 2021 and $84,837 at December 31, 2020)	123,147		91,680
Investment securities available for sale (cost of $7,345,143 at September 30, 2021 and $6,911,965 at December 31, 2020)	7,371,129		7,014,243
Investment securities held to maturity (fair value of $3,353,078 at September 30, 2021 and $2,838,499 at December 31, 2020)	3,381,078		2,816,982
Loans held for sale	98,451		124,837
Loans and leases	32,516,189		32,791,975
Allowance for credit losses	(183,194)		(224,314)
Net loans and leases	32,332,995		32,567,661
Premises and equipment	1,230,572		1,251,283
Other real estate owned	40,649		50,890
Income earned not collected	132,911		145,694
Goodwill	350,298		350,298
Other intangible assets	44,142		50,775
Other assets	1,584,092		783,953
Total assets	$	56,901,977	$	49,957,680
Liabilities
Deposits:
Noninterest-bearing	$	21,514,407	$	18,014,029
Interest-bearing	28,551,355		25,417,580
Total deposits	50,065,762		43,431,609
Securities sold under customer repurchase agreements	663,575		641,487

Federal Home Loan Bank borrowings	645,663		655,175
Subordinated debt	497,427		504,518
Other borrowings	76,139		88,470
FDIC shared-loss payable	—		15,601
Other liabilities	372,116		391,552
Total liabilities	52,320,682		45,728,412
Shareholders’ equity
Common stock:
Class A - $1 par value (16,000,000 shares authorized; 8,811,220 shares issued and outstanding at September 30, 2021 and December 31, 2020)	8,811		8,811
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at September 30, 2021 and December 31, 2020)	1,005		1,005
Preferred stock - $0.01 par value (10,000,000 shares authorized; 345,000 shares issued and outstanding at September 30, 2021 and December 31, 2020; $1,000 per share liquidity preference)	339,937		339,937

Retained earnings	4,263,679		3,867,252
Accumulated other comprehensive (loss) income	(32,137)		12,263
Total shareholders’ equity	4,581,295		4,229,268
Total liabilities and shareholders’ equity	$	56,901,977	$	49,957,680

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Income


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands, except per share data, unaudited)	2021		2020		2021		2020
Interest income
Loans and leases	$	319,214	$	336,382	$	966,525	$	988,029
Investment securities interest and dividend income	39,246		37,195		105,530		113,293
Overnight investments	3,395		757		6,948		5,828
Total interest income	361,855		374,334		1,079,003		1,107,150
Interest expense
Deposits	8,073		13,468		25,408		55,578
Securities sold under customer repurchase agreements	358		395		1,052		1,236

Federal Home Loan Bank borrowings	2,114		2,156		6,300		7,612
Subordinated debt	4,174		4,351		12,543		11,783
Other borrowings	249		305		768		1,488
Total interest expense	14,968		20,675		46,071		77,697
Net interest income	346,887		353,659		1,032,932		1,029,453
Provision (credit) for credit losses	(1,120)		4,042		(31,697)		52,949
Net interest income after provision for credit losses	348,007		349,617		1,064,629		976,504
Noninterest income
Wealth management services	31,935		26,369		95,886		75,152
Service charges on deposit accounts	24,858		20,841		68,277		64,776
Cardholder services, net	22,879		19,756		65,310		55,503
Other service charges and fees	9,205		7,892		26,653		22,829
Merchant services, net	8,409		6,763		25,858		18,014
Mortgage income	6,106		13,106		25,026		28,141
Insurance commissions	4,000		3,576		11,702		10,453
ATM income	1,481		1,537		4,534		4,354
Realized gains on investment securities available for sale, net	8,082		21,425		33,119		54,972
Marketable equity securities gains (losses), net	3,350		(2,701)		31,015		10,461


Other	2,639		2,008		6,363		5,330
Total noninterest income	122,944		120,572		393,743		349,985
Noninterest expense
Salaries and wages	160,947		147,297		462,420		439,185
Employee benefits	32,146		31,788		103,169		100,663
Occupancy expense	29,101		27,990		87,283		85,026
Equipment expense	30,229		29,430		88,934		86,054
Processing fees paid to third parties	15,602		11,927		43,702		32,485
FDIC insurance expense	3,661		2,167		10,261		9,364
Collection and foreclosure-related expenses	836		2,168		3,207		10,171
Merger-related expenses	7,013		3,507		19,601		12,108
Other	33,283		35,388		91,745		108,256
Total noninterest expense	312,818		291,662		910,322		883,312
Income before income taxes	158,133		178,527		548,050		443,177
Income taxes	34,060		35,843		123,873		89,538
Net income	$	124,073	$	142,684	$	424,177	$	353,639
Preferred stock dividends	4,636		4,636		13,908		9,426
Net income available to common shareholders	$	119,437	$	138,048	$	410,269	$	344,213
Weighted average common shares outstanding	9,816,405		9,836,629		9,816,405		10,137,321
Earnings per common share	$	12.17	$	14.03	$	41.79	$	33.96

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands, unaudited)	2021		2020		2021		2020
Net income	$	124,073	$	142,684	$	424,177	$	353,639
Other comprehensive income
Unrealized (losses) gains on securities available for sale:
Unrealized (losses) gains on securities available for sale arising during the period	(11,270)		9,781		(43,173)		182,690
Tax effect	2,593		(2,251)		9,930		(42,019)
Reclassification adjustment for realized gains on securities available for sale included in income before income taxes	(8,082)		(21,425)		(33,119)		(54,972)
Tax effect	1,858		4,928		7,617		12,644
Unrealized (losses) gains on securities available for sale arising during the period, net of tax	(14,901)		(8,967)		(58,745)		98,343






Unrealized gains on securities available for sale transferred to held to maturity:


Reclassification adjustment for accretion of unrealized gains on securities available for sale transferred to held to maturity	(430)		—		(1,690)		—
Tax effect	99		—		389		—
Total change in unrealized gains on securities available for sale transferred to held to maturity, net of tax	(331)		—		(1,301)		—
Change in pension obligation:


Amortization of actuarial losses	6,773		6,332		20,320		18,994
Tax effect	(1,558)		(1,457)		(4,674)		(4,370)
Total change in pension obligation, net of tax	5,215		4,875		15,646		14,624
Other comprehensive (loss) income	(10,017)		(4,092)		(44,400)		112,967
Total comprehensive income	$	114,056	$	138,592	$	379,777	$	466,606

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity


	Three months ended September 30
(Dollars in thousands, unaudited)	Class A Common Stock		Class B Common Stock		Preferred Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Shareholders’ Equity
Balance at June 30, 2020	$	8,929	$	1,005	$	339,937	$	—	$	3,651,237	$	(9,664)	$	3,991,444

Net income	—		—		—		—		142,684		—		142,684
Other comprehensive loss, net of tax	—		—		—		—		—		(4,092)		(4,092)
Issuance of preferred stock	—		—		—		—		—		—		—
Repurchase of 117,700 shares of Class A common stock	(118)		—		—		—		(46,942)		—		(47,060)

Cash dividends declared ($0.40 per common share)
Class A common stock	—		—		—		—		(3,524)		—		(3,524)
Class B common stock	—		—		—		—		(402)		—		(402)
Preferred stock dividends declared	—		—		—		—		(4,636)		—		(4,636)
Balance at September 30, 2020	$	8,811	$	1,005	$	339,937	$	—	$	3,738,417	$	(13,756)	$	4,074,414

Balance at June 30, 2021	$	8,811	$	1,005	$	339,937	$	—	$	4,148,857	$	(22,120)	$	4,476,490

Net income	—		—		—		—		124,073		—		124,073
Other comprehensive loss, net of tax	—		—		—		—		—		(10,017)		(10,017)



Cash dividends declared ($0.47 per common share)
Class A common stock	—		—		—		—		(4,143)		—		(4,143)
Class B common stock	—		—		—		—		(472)		—		(472)
Preferred stock dividends declared	—		—		—		—		(4,636)		—		(4,636)
Balance at September 30, 2021	$	8,811	$	1,005	$	339,937	$	—	$	4,263,679	$	(32,137)	$	4,581,295

	Nine months ended September 30
(Dollars in thousands, unaudited)	Class A Common Stock		Class B Common Stock		Preferred Stock		Surplus		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
Balance at December 31, 2019	$	9,624	$	1,005	$	—	$	44,081	$	3,658,197	$	(126,723)	$	3,586,184
Cumulative effect of adoption of ASC 326	—		—		—		—		36,943		—		36,943
Net income	—		—		—		—		353,639		—		353,639
Other comprehensive income, net of tax	—		—		—		—		—		112,967		112,967
Issuance of preferred stock	—		—		339,937		—		—		—		339,937
Repurchase of 813,090 shares of Class A common stock	(813)		—		—		(44,081)		(288,861)		—		(333,755)

Cash dividends declared ($1.20 per common share)
Class A common stock	—		—		—		—		(10,869)		—		(10,869)
Class B common stock	—		—		—		—		(1,206)		—		(1,206)
Preferred stock dividends declared	—		—		—		—		(9,426)		—		(9,426)
Balance at September 30, 2020	$	8,811	$	1,005	$	339,937	$	—	$	3,738,417	$	(13,756)	$	4,074,414

Balance at December 31, 2020	$	8,811	$	1,005	$	339,937	$	—	$	3,867,252	$	12,263	$	4,229,268

Net income	—		—		—		—		424,177		—		424,177
Other comprehensive loss, net of tax	—		—		—		—		—		(44,400)		(44,400)



Cash dividends declared ($1.41 per common share)
Class A common stock	—		—		—		—		(12,426)		—		(12,426)
Class B common stock	—		—		—		—		(1,416)		—		(1,416)
Preferred stock dividends declared	—		—		—		—		(13,908)		—		(13,908)
Balance at September 30, 2021	$	8,811	$	1,005	$	339,937	$	—	$	4,263,679	$	(32,137)	$	4,581,295

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows


	Nine months ended September 30
(Dollars in thousands, unaudited)	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	424,177	$	353,639
Adjustments to reconcile net income to cash provided by operating activities:
Provision (credit) for credit losses	(31,697)		52,949
Deferred tax expense	9,266		16,227
Net increase in prepaid and current tax receivable	(774,212)		(38,878)
Depreciation and amortization	80,293		81,169
Net decrease in accrued interest payable	(2,855)		(7,620)
Net decrease (increase) in income earned not collected	12,783		(28,025)
Contribution to pension plans	—		(100,000)
Realized gains on investment securities available for sale, net	(33,119)		(54,972)
Marketable equity securities gains, net	(31,015)		(10,461)

Origination of loans held for sale	(911,995)		(775,900)
Proceeds from sale of loans held for sale	808,172		743,508
Gain on sale of loans	(26,789)		(25,728)

Net (gains) losses on other real estate owned	(2,971)		2,360

Net accretion of premiums and discounts	5,017		4,599
Amortization of intangible assets	16,408		18,589

Origination of mortgage servicing rights, net of change in valuation allowance	(9,775)		(1,332)
Net change in other assets	14,233		(6,394)
Net change in other liabilities	(7,692)		(7,472)

Net cash (used in) provided by operating activities	(461,771)		216,258
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in loans outstanding	325,209		(3,876,578)
Purchases of investment securities available for sale	(3,620,680)		(7,608,380)
Purchases of investment securities held to maturity	(1,199,419)		(856,047)
Purchases of marketable equity securities	(1,563)		(333,126)
Proceeds from maturities, calls, and principal repayments of investment securities held to maturity	605,664		134,736
Proceeds from maturities, calls, and principal repayments of investment securities available for sale	1,968,339		1,909,462
Proceeds from sales of investment securities available for sale	1,366,909		3,889,386
Proceeds from sales of marketable equity securities	1,111		332,762
Net increase in overnight investments	(5,527,727)		(1,994,972)

Cash paid to FDIC for settlement of shared-loss agreement	(16,103)		(99,468)
Proceeds from sales of other real estate owned	29,666		19,683
Proceeds from sales of premises and equipment	1,194		46
Purchases of premises and equipment	(72,463)		(98,490)
Business acquisitions, net of cash acquired	—		(59,999)
Other investing activities	(18,940)		—
Net cash used in investing activities	(6,158,803)		(8,640,985)
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in time deposits	(314,004)		(759,491)
Net increase in demand and other interest-bearing deposits	6,949,598		8,556,808
Net increase (decrease) in short-term borrowings	22,088		(44,344)
Repayment of long-term obligations	(29,343)		(82,747)
Origination of long-term obligations	—		745,849

Net proceeds from preferred stock issuance	—		339,937

Repurchase of common stock	—		(333,755)
Cash dividends paid	(32,363)		(21,830)
Net cash provided by financing activities	6,595,976		8,400,427
Change in cash and due from banks	(24,598)		(24,300)
Cash and due from banks at beginning of period	362,048		376,719
Cash and due from banks at end of period	$	337,450	$	352,419
See accompanying Notes to Unaudited Consolidated Financial Statements.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid (received) during the period for:
Interest	$	48,926	$	85,344
Income taxes	871,327		117,716
Significant noncash investing and financing activities:
Transfers of loans to other real estate	7,861		10,295
Dividends declared but not paid	—		3,926
Unsettled call of investment securities	15,000		—
Loans held for sale exchanged for investment securities	177,301		—
Reclassification of portfolio loans to loans held for sale	22,655		(3,464)

Transfers of premises and equipment to other real estate	8,593		8,133

See accompanying Notes to Unaudited Consolidated Financial Statements.

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First Citizens BancShares, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

NOTE A - ACCOUNTING POLICIES AND BASIS OF PRESENTATION

First Citizens BancShares, Inc. (“BancShares”) is a financial holding company organized under the laws of Delaware and conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company (“FCB”), which is headquartered in Raleigh, North Carolina.

General

These consolidated financial statements and notes thereto are presented in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the consolidated financial position and consolidated results of operations have been made. The unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in BancShares’ Annual Report on Form 10-K for the year ended December 31, 2020.

Reclassifications

In certain instances, amounts reported in prior periods’ consolidated financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported cash flows, shareholders’ equity or net income.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the amounts reported. Actual results could differ from those estimates. The estimates BancShares considers significant are the allowance for credit losses (“ACL”), fair value measurements, and income taxes.

Share Repurchases

BancShares did not repurchase shares of Class A common stock during the nine-month period ended September 30, 2021. During the third quarter of 2020, BancShares repurchased a total of 117,700 shares of Class A common stock for $47.1 million at an average cost per share of $399.82. During the nine months ended September 30, 2020, BancShares repurchased a total of 813,090 shares of Class A common stock for $333.8 million at an average cost per share of $410.48.

During 2020, share repurchases included 45,000 shares of Class A common stock purchased from Ella Ann Holding, as trustee of her revocable trust. Mrs. Holding is the widow of BancShares’ former Executive Vice Chairman, Frank B. Holding, and the mother of Frank B. Holding, Jr. and Hope H. Bryant, BancShares’ Chairman and Chief Executive Officer and Vice Chairman, respectively.

Small Business Administration Paycheck Protection Program

The Small Business Administration Paycheck Protection Program (“SBA-PPP”) is one of the centerpieces of the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”), which was passed on March 27, 2020 in response to the outbreak of a novel strain of coronavirus (“COVID-19”) and was supplemented with subsequent legislation. Overseen by the United States (“U.S.”) Department of the Treasury, the SBA-PPP offers cash-flow assistance to nonprofit and small business employers through guaranteed loans for certain expenses. Borrowers are eligible for forgiveness of principal and accrued interest on SBA-PPP loans to the extent that the proceeds were used to cover eligible payroll costs, interest costs, rent, and utility costs over a period of between eight and 24-weeks after the loan is made as long as the borrower retains its employees and their compensation levels. The CARES Act authorized the United States Small Business Administration (“SBA”) to temporarily guarantee these loans. The SBA began processing forgiveness payments during the fourth quarter of 2020.

The Consolidated Appropriations Act 2021 was signed into law during the fourth quarter of 2020 and contained provisions for a second round of funding of SBA-PPP loans and during the first nine months of 2021, BancShares originated approximately 12,000 SBA-PPP loans totaling approximately $1.2 billion.

Due to the unique nature of these provisions, SBA-PPP loans have been disclosed as a separate loan class. Origination fees received from the SBA are capitalized into the carrying amount of the loans. The deferred fee income, net of origination costs, is recognized over the life of the loans as an adjustment to yield using the effective interest method. As of September 30, 2021, SBA-PPP loans outstanding were $1.1 billion.

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Recently Issued Accounting Pronouncements

There were no Accounting Standards Updates (“ASUs”) issued during the third quarter of 2021 by the Financial Accounting Standards Board (“FASB”) that will have a material impact on BancShares’ consolidated financial statements.

NOTE B - BUSINESS COMBINATIONS

Recently Announced Business Combinations

CIT Group Inc.

On October 15, 2020, BancShares and CIT Group Inc., a Delaware corporation (“CIT”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among BancShares, FCB, FC Merger Subsidiary IX, Inc., a direct, wholly owned subsidiary of FCB (“Merger Sub”), and CIT, the parent company of CIT Bank, N.A., a national banking association (“CIT Bank”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CIT, with CIT as the surviving entity (the “First-Step Merger”), and as soon as reasonably practicable following the effective time of the First-Step Merger, CIT will merge with and into FCB, with FCB as the surviving entity (together with the First-Step Merger, the “Mergers”). The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank (together with the Mergers, the “Transaction”).

The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. The transaction was approved by the shareholders of both companies and has received regulatory approval from the North Carolina Commissioner of Banks and the Federal Deposit Insurance Corporation (“FDIC”).

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of CIT common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“CIT Common Stock”), except for certain shares of CIT Common Stock owned by CIT or BancShares, will be converted into the right to receive 0.06200 shares of BancShares Class A common stock, par value $1.00 per share. Holders of CIT Common Stock will receive cash in lieu of fractional shares.

In addition, at the Effective Time, each share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of CIT and 5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of CIT issued and outstanding will automatically be converted into the right to receive one share of a newly created series of preferred stock, Series B, of BancShares and one share of a newly created series of preferred stock, Series C, of BancShares, respectively.

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NOTE C - INVESTMENTS

The amortized cost and fair value of investment securities at September 30, 2021 and December 31, 2020, were as follows:


	September 30, 2021
(Dollars in thousands)	Amortized cost(1)		Gross unrealized gains		Gross unrealized losses		Fair value
Investment securities available for sale

Government agency	$	851,860	$	5,348	$	3,480	$	853,728
Residential mortgage-backed securities	4,800,194		19,219		17,767		4,801,646
Commercial mortgage-backed securities	1,092,183		9,875		11,406		1,090,652
Corporate bonds	600,906		25,295		1,098		625,103

Total investment securities available for sale	$	7,345,143	$	59,737	$	33,751	$	7,371,129
Investment in marketable equity securities	85,554		37,744		151		123,147
Investment securities held to maturity
Residential mortgage-backed securities	2,122,299		5,313		15,051		2,112,561
Commercial mortgage-backed securities	1,256,771		3		18,265		1,238,509
Other	2,008		—		—		2,008
Total investment securities held to maturity	3,381,078		5,316		33,316		3,353,078
Total investment securities	$	10,811,775	$	102,797	$	67,218	$	10,847,354

	December 31, 2020
(Dollars in thousands)	Amortized cost(1)		Gross unrealized gains		Gross unrealized losses		Fair value
Investment securities available for sale
U.S. Treasury	$	499,832	$	101	$	—	$	499,933
Government agency	706,241		723		5,573		701,391
Residential mortgage-backed securities	4,369,130		70,283		1,310		4,438,103
Commercial mortgage-backed securities	745,892		25,645		—		771,537
Corporate bonds	590,870		14,437		2,028		603,279

Total investment securities available for sale	$	6,911,965	$	111,189	$	8,911	$	7,014,243
Investment in marketable equity securities	84,837		8,654		1,811		91,680
Investment securities held to maturity
Residential mortgage-backed securities	1,877,692		17,689		—		1,895,381
Commercial mortgage-backed securities	937,034		3,884		56		940,862
Other	2,256		—		—		2,256
Total investment securities held to maturity	2,816,982		21,573		56		2,838,499
Total investment securities	$	9,813,784	$	141,416	$	10,778	$	9,944,422
(1)Amortized cost includes any recorded ACL.

On November 1, 2020, mortgage-backed securities with an amortized cost of $1.46 billion were transferred from investment securities available for sale to the held to maturity portfolio. At the time of transfer, the mortgage-backed securities had a fair value of $1.47 billion and a weighted average contractual maturity of 18 years. The unrealized gain on these securities at the date of transfer was $5.9 million, or $4.5 million net of tax, and was reported as a component of accumulated other comprehensive income. This unrealized gain is accreted over the remaining expected life of the securities as an adjustment of yield.

Investments in residential and commercial mortgage-backed securities represent securities issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. Investments in government agency securities represent securities issued by the SBA. Investments in corporate bonds and marketable equity securities represent positions in securities of other financial institutions. Other held to maturity investments include certificates of deposit with other financial institutions.

BancShares also holds approximately 354,000 shares of Class B common stock of Visa, Inc. (“Visa”). Until the resolution of certain litigation, at which time the Visa Class B common stock will convert to publicly traded Visa Class A common stock, these shares are only transferable to other shareholders of Visa Class B common stock. As a result, there is limited transfer activity in private transactions between buyers and sellers. Given this limited trading activity and the continuing uncertainty regarding the likelihood, ultimate timing and eventual exchange rate for shares of Visa Class B common stock into shares of Visa Class A common stock, these shares are not considered to have a readily determinable fair value and are recorded at $0. BancShares continues to monitor the trading activity in Visa Class B common stock and the status of the resolution of certain litigation matters at Visa that would trigger the conversion of the Visa Class B common stock into Visa Class A common stock.

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BancShares held Federal Housing Loan Bank (“ FHLB”) stock of $40.5 million and $45.4 million and other non-marketable equity securities of $9.6 million and $11.6 million at September 30, 2021 and December 31, 2020, respectively. These securities are recorded at cost within other assets.

As of September 30, 2021 and December 31, 2020, no ACL was required for available for sale and held to maturity debt securities. Accrued interest receivables for available for sale and held to maturity debt securities were excluded from the estimate for credit losses. At September 30, 2021, accrued interest receivables for available for sale and held to maturity debt securities were $21.1 million and $6.0 million, respectively. At December 31, 2020, accrued interest receivables for available for sale and held to maturity debt securities were $17.6 million and $5.4 million, respectively. During the three and nine months ended September 30, 2021 and 2020, no accrued interest was deemed uncollectible and written off against interest income.

The following table provides the amortized cost and fair value by contractual maturity for investment securities available for sale and held to maturity. Expected maturities will differ from contractual maturities on certain securities because issuers and borrowers of underlying collateral may have the right to call or prepay obligations with or without prepayment penalties. Residential and commercial mortgage-backed and government agency securities are stated separately as they are not due at a single maturity date.


	September 30, 2021				December 31, 2020
(Dollars in thousands)	Amortized cost(1)		Fair value		Amortized cost(1)		Fair value
Investment securities available for sale
Non-amortizing securities maturing in:
One year or less	$	1,204	$	1,208	$	500,846	$	500,954
One through five years	37,248		38,540		72,565		73,881
Five through 10 years	545,754		568,692		508,320		519,570
Over 10 years	16,700		16,663		8,971		8,807
Government agency	851,860		853,728		706,241		701,391
Residential mortgage-backed securities	4,800,194		4,801,646		4,369,130		4,438,103
Commercial mortgage-backed securities	1,092,183		1,090,652		745,892		771,537
Total investment securities available for sale	$	7,345,143	$	7,371,129	$	6,911,965	$	7,014,243
Investment securities held to maturity
Non-amortizing securities maturing in:
One year or less	1,259		1,259		1,507		1,507
One through five years	749		749		749		749
Residential mortgage-backed securities	2,122,299		2,112,561		1,877,692		1,895,381
Commercial mortgage-backed securities	1,256,771		1,238,509		937,034		940,862
Total investment securities held to maturity	$	3,381,078	$	3,353,078	$	2,816,982	$	2,838,499
(1)Amortized cost includes any recorded ACL.

The following table provides the gross realized gains and losses on the sales of investment securities available for sale for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Gross realized gains on sales of investment securities available for sale	$	8,082	$	21,425	$	33,133	$	55,651
Gross realized losses on sales of investment securities available for sale	—		—		(14)		(679)
Net realized gains on sales of investment securities available for sale	$	8,082	$	21,425	$	33,119	$	54,972

The following table provides the realized and unrealized gains and losses on marketable equity securities for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Marketable equity securities gains (losses), net	$	3,350	$	(2,701)	$	31,015	$	10,461
Less net gains recognized on marketable equity securities sold	—		2,568		263		39,884
Unrealized gains (losses) recognized on marketable equity securities held	$	3,350	$	(5,269)	$	30,752	$	(29,423)

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The following table provides information regarding securities with unrealized losses as of September 30, 2021 and December 31, 2020:


	September 30, 2021
	Less than 12 months				12 months or more				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available for sale

Government agency	$	302,114	$	2,857	$	119,231	$	623	$	421,345	$	3,480
Residential mortgage-backed securities	2,137,675		17,752		1,762		$	15	2,139,437		17,767
Commercial mortgage-backed securities	758,798		11,406		—		$	—	758,798		11,406
Corporate bonds	42,593		1,042		10,444		$	56	53,037		1,098

Total	$	3,241,180	$	33,057	$	131,437	$	694	$	3,372,617	$	33,751







	December 31, 2020
	Less than 12 months				12 months or more				Total
(Dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Investment securities available for sale

Government agency	$	268,622	$	3,197	$	328,777	$	2,376	$	597,399	$	5,573
Residential mortgage-backed securities	433,816		1,241		23,064		69		456,880		1,310

Corporate bonds	57,715		2,028		—		—		57,715		2,028

Total	$	760,153	$	6,466	$	351,841	$	2,445	$	1,111,994	$	8,911

As of September 30, 2021, there were 36 investment securities available for sale with continuous losses for more than 12 months, of which 34 were government sponsored enterprise-issued mortgage-backed securities or government agency securities and two were corporate bonds.

None of the unrealized losses identified as of September 30, 2021, or December 31, 2020, relate to the issuer’s ability to honor redemption obligations. Rather, the unrealized losses relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. BancShares considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors in this determination. As a result, none of the securities were deemed to require an allowance for credit losses. BancShares has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.

Investment securities having an aggregate carrying value of $5.5 billion at September 30, 2021, and $4.6 billion at December 31, 2020, were pledged as collateral to secure public funds on deposit and certain short-term borrowings, and for other purposes as required by law.

BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities. Given the consistently strong credit rating of the U.S. Treasury and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no further credit monitoring is performed on these portfolios. Should there be downgrades to the credit rating of the U.S. Treasury or losses reported on securities issued by government agencies and government sponsored entities, BancShares will reevaluate its determination of zero expected credit losses on held to maturity debt securities.

There were no debt securities held to maturity on nonaccrual status as of September 30, 2021.

A security is considered past due once it is 30 days contractually past due under the terms of the agreement. There were no securities past due as of September 30, 2021.

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NOTE D - LOANS AND LEASES

BancShares’ accounting methods for loans and leases depends on whether they are originated or purchased, and if purchased, whether or not the loans reflect more than insignificant credit deterioration since origination, which is determined as of the acquisition date. Non-purchased credit deteriorated (“PCD”) loans consist of loans originated by BancShares and loans purchased from other institutions, that do not reflect more than insignificant credit deterioration at acquisition. Purchased loans which reflect more than insignificant credit deterioration are classified as PCD and reported as a single loan segment or class. At the date of acquisition, all acquired loans are recorded at fair value.

Loans and leases outstanding included the following at September 30, 2021 and December 31, 2020:


(Dollars in thousands)	September 30, 2021		December 31, 2020
Commercial:
Construction and land development	$	1,247,680	$	985,424
Owner occupied commercial mortgage	11,625,554		11,165,012
Non-owner occupied commercial mortgage	3,002,928		2,987,689
Commercial and industrial and leases	5,266,266		5,013,644
SBA-PPP	1,086,917		2,406,291
Total commercial loans	22,229,345		22,558,060
Consumer:
Residential mortgage	5,701,346		5,561,686
Revolving mortgage	1,834,690		2,052,854
Construction and land development	391,768		348,123
Consumer auto	1,350,377		1,255,402
Consumer other	635,408		552,968
Total consumer loans	9,913,589		9,771,033

PCD loans	373,255		462,882
Total loans and leases	$	32,516,189	$	32,791,975

At September 30, 2021 and December 31, 2020, accrued interest receivable on loans was $88.1 million and $107.7 million, respectively, and was excluded from the estimate of credit losses.

Certain residential real estate loans are originated to be sold to investors. BancShares has elected the fair value option on these loans, which are recorded in loans held for sale. In addition, BancShares may change its strategy for certain portfolio loans and decide to sell them in the secondary market. At that time, portfolio loans are transferred to loans held for sale at the lower of cost or market value. Loans held for sale totaled $98.5 million and $124.8 million at September 30, 2021 and December 31, 2020, respectively.

The following table presents selected components of the amortized cost of loans.


(Dollars in thousands)	September 30, 2021		December 31, 2020
Deferred fees, including unearned fees and unamortized costs on non-PCD loans
Net deferred fees related to SBA-PPP loans	$	39,372	$	41,064
Net deferred fees related to other portfolios	15,162		9,153
Total net deferred fees	$	54,534	$	50,217

Net unamortized discount on purchased loans
Non-PCD	$	13,350	$	19,473
PCD	32,623		45,254
Total	$	45,973	$	64,727

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The aging of the outstanding loans and leases, by class, at September 30, 2021 and December 31, 2020 is provided in the tables below. Loans and leases past due less than 30 days are considered current as various grace periods allow borrowers to make payments within a stated period after the due date and still remain in compliance with the loan agreement.


	September 30, 2021
(Dollars in thousands)	30-59 days past due		60-89 days past due		90 days or greater		Total past due		Current		Total loans and leases
Commercial:
Construction and land development	$	233	$	—	$	1,424	$	1,657	$	1,246,023	$	1,247,680
Owner occupied commercial mortgage	7,210		5,553		8,198		20,961		11,604,593		11,625,554
Non-owner occupied commercial mortgage	752		1,245		6,716		8,713		2,994,215		3,002,928
Commercial and industrial and leases	10,309		3,234		9,690		23,233		5,243,033		5,266,266
SBA-PPP	—		—		—		—		1,086,917		1,086,917
Total commercial loans	18,504		10,032		26,028		54,564		22,174,781		22,229,345
Consumer:
Residential mortgage	18,417		6,607		20,864		45,888		5,655,458		5,701,346
Revolving mortgage	5,587		1,443		4,513		11,543		1,823,147		1,834,690
Construction and land development	477		1,719		70		2,266		389,502		391,768
Consumer auto	5,345		1,173		1,263		7,781		1,342,596		1,350,377
Consumer other	2,197		1,122		1,295		4,614		630,794		635,408
Total consumer loans	32,023		12,064		28,005		72,092		9,841,497		9,913,589
PCD loans	11,407		5,200		27,111		43,718		329,537		373,255
Total loans and leases	$	61,934	$	27,296	$	81,144	$	170,374	$	32,345,815	$	32,516,189

	December 31, 2020
(Dollars in thousands)	30-59 days past due		60-89 days past due		90 days or greater		Total past due		Current		Total loans and leases
Commercial:
Construction and land development	$	956	$	527	$	1,603	$	3,086	$	982,338	$	985,424
Owner occupied commercial mortgage	8,757		2,232		14,082		25,071		11,139,941		11,165,012
Non-owner occupied commercial mortgage	12,370		—		5,973		18,343		2,969,346		2,987,689
Commercial and industrial and leases	14,532		2,842		3,243		20,617		4,993,027		5,013,644
SBA-PPP	—		—		—		—		2,406,291		2,406,291
Total commercial loans	36,615		5,601		24,901		67,117		22,490,943		22,558,060
Consumer:
Residential mortgage	43,218		8,364		31,690		83,272		5,478,414		5,561,686
Revolving mortgage	11,977		2,626		7,415		22,018		2,030,836		2,052,854
Construction and land development	932		77		330		1,339		346,784		348,123
Consumer auto	6,825		1,835		1,076		9,736		1,245,666		1,255,402
Consumer other	3,610		1,464		1,505		6,579		546,389		552,968
Total consumer loans	66,562		14,366		42,016		122,944		9,648,089		9,771,033
PCD loans	18,322		6,076		31,026		55,424		407,458		462,882
Total loans and leases	$	121,499	$	26,043	$	97,943	$	245,485	$	32,546,490	$	32,791,975

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The amortized cost, by class, of loans and leases on nonaccrual status, and loans and leases greater than 90 days past due and still accruing at September 30, 2021 and December 31, 2020, were as follows:


	September 30, 2021				December 31, 2020
(Dollars in thousands)	Nonaccrual loans and leases		Loans and leases > 90 days and accruing		Nonaccrual loans and leases		Loans and leases > 90 days and accruing
Commercial:
Construction and land development	$	1,457	$	—	$	1,661	$	—
Owner occupied commercial mortgage	19,886		601		23,103		3,625
Non-owner occupied commercial mortgage	10,613		—		7,932		147
Commercial and industrial and leases	20,689		1,414		10,626		540
Total commercial loans	52,645		2,015		43,322		4,312
Consumer:
Residential mortgage	44,463		779		66,345		—
Revolving mortgage	17,295		—		22,236		—
Construction and land development	571		—		652		—
Consumer auto	3,287		—		3,166		—
Consumer other	476		1,033		823		1,195
Total consumer loans	66,092		1,812		93,222		1,195
PCD loans	45,038		1,787		54,939		355
Total loans and leases	$	163,775	$	5,614	$	191,483	$	5,862

Credit Quality

Loans and leases are monitored for credit quality on a recurring basis. Commercial and consumer loans and leases have different credit quality indicators as a result of the unique characteristics of the loan segments being evaluated. The credit quality indicators for commercial loans and leases are borrower risk classifications developed through a review of individual borrowers on an ongoing basis. Commercial loans are evaluated at least annually, with more frequent evaluations done on criticized loans. Commercial loans are also updated if there is evidence of potential credit deterioration, such as delinquency. Commercial credit cards are included in the Commercial and industrial and leases segment, but are evaluated based primarily upon delinquency status. The risk classifications as of the date presented are based on the most recent assessment performed and are defined below:

Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.

Special mention – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.

Loss – Assets classified as loss are considered uncollectible and of such little value that it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to any potential for recovery or salvage value, but rather that it is not appropriate to defer a full charge-off even though partial recovery may be affected in the future.

Ungraded – Ungraded loans represent loans that are not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at September 30, 2021 relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit. The remaining balance is comprised of a small amount of commercial mortgage, lease financing and other commercial real estate loans.

The credit quality indicators for consumer and PCD loans are based on delinquency status of the borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases.

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The following tables represent current credit quality indicators by origination year as of September 30, 2021.


	September 30, 2021
	Commercial Loans Amortized Cost Basis by Origination Year
Classification:	2021		2020		2019		2018		2017		Prior		Revolving		Revolving converted to term loans		Total
(Dollars in thousands)
Construction and land development
Pass	$	373,012	$	451,926	$	256,321	$	98,892	$	44,343	$	12,396	$	4,231	$	—	$	1,241,121
Special Mention	19		157		—		134		63		—		—		—		373
Substandard	300		38		326		1,442		4,070		10		—		—		6,186


Total	373,331		452,121		256,647		100,468		48,476		12,406		4,231		—		1,247,680
Owner occupied commercial mortgage
Pass	2,069,209		3,078,093		1,989,052		1,316,012		1,036,593		1,778,334		122,411		120		11,389,824
Special Mention	2,082		24,356		29,358		28,165		12,199		20,469		4,047		71		120,747
Substandard	9,459		7,495		22,482		10,947		18,598		39,695		6,307		—		114,983


Total	2,080,750		3,109,944		2,040,892		1,355,124		1,067,390		1,838,498		132,765		191		11,625,554
Non-owner occupied commercial mortgage
Pass	438,949		770,507		587,335		278,507		283,867		507,411		31,876		—		2,898,452
Special Mention	495		487		263		10,219		800		5,654		500		—		18,418
Substandard	2,615		11,742		22,600		10,184		10,243		27,352		1,322		—		86,058


Total	442,059		782,736		610,198		298,910		294,910		540,417		33,698		—		3,002,928
Commercial and industrial and leases
Pass	1,238,557		1,162,246		714,374		344,220		193,857		350,870		1,087,462		5,136		5,096,722
Special Mention	2,323		8,279		22,100		3,528		4,070		4,324		4,575		206		49,405
Substandard	7,765		7,978		4,770		4,241		3,175		4,221		17,392		1,280		50,822
Doubtful	—		—		—		—		—		1		1		—		2
Ungraded	—		—		—		—		—		—		69,315		—		69,315
Total	1,248,645		1,178,503		741,244		351,989		201,102		359,416		1,178,745		6,622		5,266,266
SBA-PPP
Pass	1,011,370		75,547		—		—		—		—		—		—		1,086,917





Total commercial	$	5,156,155	$	5,598,851	$	3,648,981	$	2,106,491	$	1,611,878	$	2,750,737	$	1,349,439	$	6,813	$	22,229,345

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	Consumer and PCD Loans Amortized Cost Basis by Origination Year
Days Past Due:	2021		2020		2019		2018		2017		Prior		Revolving		Revolving converted to term loans		Total
(Dollars in thousands)
Residential mortgage
Current	$	1,591,381	$	1,651,853	$	690,779	$	410,446	$	390,940	$	900,129	$	19,930	$	—	$	5,655,458
30-59 days	252		1,506		4,728		3,066		1,486		7,379		—		—		18,417
60-89 days	788		295		—		764		881		3,879		—		—		6,607
90 days or greater	55		713		1,059		1,511		3,084		14,193		249		—		20,864
Total	1,592,476		1,654,367		696,566		415,787		396,391		925,580		20,179		—		5,701,346
Revolving mortgage
Current	—		—		—		—		—		—		1,700,947		122,200		1,823,147
30-59 days	—		—		—		—		—		—		2,939		2,648		5,587
60-89 days	—		—		—		—		—		—		378		1,065		1,443
90 days or greater	—		—		—		—		—		—		1,901		2,612		4,513
Total	—		—		—		—		—		—		1,706,165		128,525		1,834,690
Construction and land development
Current	165,993		175,007		26,889		10,258		5,745		3,016		2,594		—		389,502
30-59 days	33		416		—		—		—		28		—		—		477
60-89 days	—		1,650		—		—		69		—		—		—		1,719
90 days or greater	—		29		—		—		—		41		—		—		70
Total	166,026		177,102		26,889		10,258		5,814		3,085		2,594		—		391,768
Consumer auto
Current	504,537		384,849		229,033		139,764		59,487		24,926		—		—		1,342,596
30-59 days	889		1,262		1,450		877		586		281		—		—		5,345
60-89 days	200		330		234		255		84		70		—		—		1,173
90 days or greater	140		347		420		228		83		45		—		—		1,263
Total	505,766		386,788		231,137		141,124		60,240		25,322		—		—		1,350,377
Consumer other
Current	117,047		33,700		16,222		5,431		5,011		29,871		423,512		—		630,794
30-59 days	89		63		18		24		—		13		1,990		—		2,197
60-89 days	11		25		89		1		—		—		996		—		1,122
90 days or greater	49		12		17		1		—		—		1,216		—		1,295
Total	117,196		33,800		16,346		5,457		5,011		29,884		427,714		—		635,408
Total consumer	$	2,381,464	$	2,252,057	$	970,938	$	572,626	$	467,456	$	983,871	$	2,156,652	$	128,525	$	9,913,589
PCD loans
Current	$	—	$	23,091	$	23,792	$	21,034	$	20,864	$	213,681	$	10,622	$	16,453	$	329,537
30-59 days	—		846		61		785		1,393		7,777		113		432		11,407
60-89 days	—		98		149		48		—		4,699		29		177		5,200
90 days or greater	—		806		230		3,698		1,070		20,319		16		972		27,111
Total PCD	$	—	$	24,841	$	24,232	$	25,565	$	23,327	$	246,476	$	10,780	$	18,034	$	373,255
Total loans and leases	$	7,537,619	$	7,875,749	$	4,644,151	$	2,704,682	$	2,102,661	$	3,981,084	$	3,516,871	$	153,372	$	32,516,189

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The following tables represent current credit quality indicators by origination year as of December 31, 2020.


	December 31, 2020
	Commercial Loans Amortized Cost Basis by Origination Year
Classification:	2020		2019		2018		2017		2016		Prior		Revolving		Revolving converted to term loans		Total
(Dollars in thousands)
Construction and land development
Pass	$	342,183	$	341,233	$	190,429	$	50,776	$	23,969	$	11,306	$	10,969	$	—	$	970,865
Special Mention	246		—		6,421		5,342		—		—		153		—		12,162
Substandard	229		629		1,450		—		8		81		—		—		2,397


Total	342,658		341,862		198,300		56,118		23,977		11,387		11,122		—		985,424
Owner occupied commercial mortgage
Pass	3,183,467		2,201,165		1,625,141		1,301,412		1,049,858		1,454,020		101,556		133		10,916,752
Special Mention	6,274		20,702		36,739		12,387		17,699		25,693		5,115		72		124,681
Substandard	10,280		19,052		9,842		20,928		13,736		41,303		8,438		—		123,579


Total	3,200,021		2,240,919		1,671,722		1,334,727		1,081,293		1,521,016		115,109		205		11,165,012
Non-owner occupied commercial mortgage
Pass	865,514		609,975		378,136		331,800		282,810		391,517		32,149		—		2,891,901
Special Mention	569		905		10,794		1,808		5,121		3,279		483		—		22,959
Substandard	2,899		18,546		12,296		8,764		14,087		15,427		810		—		72,829


Total	868,982		629,426		401,226		342,372		302,018		410,223		33,442		—		2,987,689
Commercial and industrial and leases
Pass	1,620,622		983,852		504,463		310,468		234,735		286,996		899,978		5,520		4,846,634
Special Mention	3,146		17,065		7,265		5,393		3,307		4,912		9,152		189		50,429
Substandard	17,811		4,095		4,370		4,257		2,548		3,801		22,384		983		60,249

Ungraded	—		—		—		—		—		—		56,332		—		56,332
Total	1,641,579		1,005,012		516,098		320,118		240,590		295,709		987,846		6,692		5,013,644
SBA-PPP
Pass	2,406,291		—		—		—		—		—		—		—		2,406,291





Total commercial	$	8,459,531	$	4,217,219	$	2,787,346	$	2,053,335	$	1,647,878	$	2,238,335	$	1,147,519	$	6,897	$	22,558,060

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	Consumer and PCD Loans Amortized Cost Basis by Origination Year
Days Past Due:	2020		2019		2018		2017		2016		Prior		Revolving		Revolving converted to term loans		Total
(Dollars in thousands)
Residential mortgage
Current	$	1,882,683	$	978,298	$	655,798	$	596,309	$	461,719	$	878,634	$	24,973	$	—	$	5,478,414
30-59 days	2,278		4,573		11,463		3,772		8,613		12,299		220		—		43,218
60-89 days	30		100		1,246		1,449		834		4,705		—		—		8,364
90 days or greater	282		4,831		3,150		4,015		5,689		13,723		—		—		31,690
Total	1,885,273		987,802		671,657		605,545		476,855		909,361		25,193		—		5,561,686
Revolving mortgage
Current	—		—		—		—		—		—		1,879,968		150,868		2,030,836
30-59 days	—		—		—		—		—		—		8,241		3,736		11,977
60-89 days	—		—		—		—		—		—		527		2,099		2,626
90 days or greater	—		—		—		—		—		—		2,301		5,114		7,415
Total	—		—		—		—		—		—		1,891,037		161,817		2,052,854
Construction and land development
Current	215,112		85,707		24,860		10,269		6,093		2,218		2,525		—		346,784
30-59 days	—		420		121		370		—		21		—		—		932
60-89 days	—		—		—		9		—		68		—		—		77
90 days or greater	—		—		—		—		—		330		—		—		330
Total	215,112		86,127		24,981		10,648		6,093		2,637		2,525		—		348,123
Consumer auto
Current	521,719		340,594		219,597		104,280		49,872		9,604		—		—		1,245,666
30-59 days	2,175		1,873		1,257		842		544		134		—		—		6,825
60-89 days	329		689		312		351		109		45		—		—		1,835
90 days or greater	170		527		217		57		102		3		—		—		1,076
Total	524,393		343,683		221,383		105,530		50,627		9,786		—		—		1,255,402
Consumer other
Current	53,842		27,117		10,911		7,159		2,980		29,336		415,044		—		546,389
30-59 days	322		114		77		18		11		7		3,061		—		3,610
60-89 days	102		20		13		18		3		23		1,285		—		1,464
90 days or greater	53		84		8		—		—		—		1,360		—		1,505
Total	54,319		27,335		11,009		7,195		2,994		29,366		420,750		—		552,968
Total consumer	$	2,679,097	$	1,444,947	$	929,030	$	728,918	$	536,569	$	951,150	$	2,339,505	$	161,817	$	9,771,033
PCD loans
Current	$	31,475	$	25,425	$	27,183	$	27,955	$	28,995	$	232,186	$	13,212	$	21,027	$	407,458
30-59 days	999		925		801		718		1,341		12,637		156		745		18,322
60-89 days	447		81		312		695		97		4,098		9		337		6,076
90 days or greater	721		2,325		4,755		1,208		897		19,963		111		1,046		31,026
Total PCD	$	33,642	$	28,756	$	33,051	$	30,576	$	31,330	$	268,884	$	13,488	$	23,155	$	462,882
Total loans and leases	$	11,172,270	$	5,690,922	$	3,749,427	$	2,812,829	$	2,215,777	$	3,458,369	$	3,500,512	$	191,869	$	32,791,975

The following table provides information regarding loans pledged as collateral for borrowing capacity through the FHLB of Atlanta and the Federal Reserve Bank (“FRB”) as of September 30, 2021 and December 31, 2020:


(Dollars in thousands)	September 30, 2021		December 31, 2020
FHLB of Atlanta
Lendable collateral value of pledged non-PCD loans	$	9,171,610	$	8,637,844
Less: Advances	645,663		652,675
Available borrowing capacity	$	8,525,947	$	7,985,169
Pledged non-PCD loans	$	12,646,208	$	12,157,153

FRB
Lendable collateral value of pledged non-PCD loans	$	3,795,878	$	3,321,762
Less: Advances	—		—
Available borrowing capacity	$	3,795,878	$	3,321,762
Pledged non-PCD loans	$	4,610,291	$	4,104,866

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NOTE E - ALLOWANCE FOR CREDIT LOSSES

The ACL is calculated using a variety of factors, including, but not limited to, charge-off and recovery activity, loan growth, changes in macroeconomic factors, collateral type, estimated loan life and changes in credit quality. For the period ended September 30, 2021, the ACL change since December 31, 2020 was driven by continued strong credit performance, low net charge-offs, and improvement in macroeconomic factors. Forecasted economic conditions are developed using third party macroeconomic scenarios adjusted based on management’s expectations over a forecast period of two years. For most pools, BancShares uses a 12-month straight-line reversion period to historical averages for model inputs; however for the consumer other, consumer card and commercial card pools, immediate reversion to historical net loss rates is utilized. Significant macroeconomic factors used in estimating the expected losses include unemployment, gross domestic product, home price index and commercial real estate index. BancShares’ ACL forecast considers a range of economic scenarios from an upside scenario to a severely adverse scenario, but the September 30, 2021 ACL forecast was calculated using the consensus baseline scenario. This scenario showed improvements in the most significant economic factors compared to what was used to generate the December 31, 2020 ACL. These loss estimates were also influenced by BancShares’ strong credit quality and low net charge-offs.

Activity in the ACL by portfolio segment is summarized as follows:


	Three months ended September 30, 2021
(Dollars in thousands)	Commercial		Consumer		PCD		Total
Allowance for credit losses:
Balance at July 1	$	76,082	$	94,272	$	18,740	$	189,094
Provision (credit)	975		(223)		(1,872)		(1,120)

Charge-offs	(5,967)		(4,307)		(799)		(11,073)
Recoveries	1,594		2,330		2,369		6,293
Balance at September 30	$	72,684	$	92,072	$	18,438	$	183,194

	Three months ended September 30, 2020
(Dollars in thousands)	Commercial		Consumer		PCD		Total
Balance at July 1	$	76,177	$	119,345	$	26,928	$	222,450
Provision (credit)	4,793		1,874		(2,625)		4,042

Charge-offs	(3,328)		(5,109)		(495)		(8,932)
Recoveries	2,338		2,719		1,319		6,376
Balance at September 30	$	79,980	$	118,829	$	25,127	$	223,936

	Nine months ended September 30, 2021
(Dollars in thousands)	Commercial		Consumer		PCD		Total
Balance at January 1	$	80,842	$	119,485	$	23,987	$	224,314
Provision (credit)	332		(23,208)		(8,821)		(31,697)

Charge-offs	(12,342)		(12,804)		(2,018)		(27,164)
Recoveries	3,852		8,599		5,290		17,741
Balance at September 30	$	72,684	$	92,072	$	18,438	$	183,194

	Nine months ended September 30, 2020
(Dollars in thousands)	Commercial		Consumer		PCD		Total
Balance at December 31	$	142,369	$	75,236	$	7,536	$	225,141
Adoption of ASC 326	(87,554)		30,629		19,001		(37,924)
Balance at January 1	54,815		105,865		26,537		187,217
Provision (credit)	32,854		25,066		(4,971)		52,949
Initial allowance on PCD loans	—		—		1,193		1,193
Charge-offs	(12,712)		(19,535)		(3,010)		(35,257)
Recoveries	5,023		7,433		5,378		17,834
Balance at September 30	$	79,980	$	118,829	$	25,127	$	223,936

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BancShares records an allowance for credit losses on unfunded commitments within other liabilities. Activity in the allowance for credit losses for unfunded commitments is summarized as follows:


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Allowance for credit losses:
Beginning balance	$	11,103	$	13,685	$	12,814	$	1,055
Adoption of ASC 326	—		—		—		8,885
Adjusted beginning balance	$	11,103	$	13,685	$	12,814	$	9,940
Provision (credit)	369		286		(1,342)		4,031
Ending balance	11,472		13,971		11,472		13,971

BancShares individually reviews loans greater than $500 thousand that are determined to be collateral-dependent. These collateral-dependent loans are evaluated based on the fair value of the underlying collateral as repayment of the loan is expected to be made through the operation or sale of the collateral. Commercial and industrial loans and leases are collateralized by business assets, while the remaining loan classes are collateralized by real property.

The following table presents information on collateral-dependent loans by class and includes the amortized cost of collateral-dependent loans and leases, the net realizable value of the collateral, the extent to which collateral secures collateral-dependent loans and the associated ACL as of September 30, 2021 and December 31, 2020 were as follows:


	September 30, 2021
(Dollars in thousands)	Collateral-Dependent Loans		Net Realizable Value of Collateral		Collateral Coverage		Allowance for Credit Losses
Commercial:
Construction and land development	$	1,424	$	1,964	137.9	%	$	—
Owner occupied commercial mortgage	7,411		8,367		112.9		—
Non-owner occupied commercial mortgage	8,204		11,307		137.8		1,203
Commercial and industrial and leases	4,787		6,530		136.4		230
Total commercial loans	21,826		28,168		129.1		1,433
Consumer:
Residential mortgage	11,423		14,625		128.0		—
Revolving mortgage	—		—		—		—



Total consumer loans	11,423		14,625		128.0		—
PCD loans	18,154		32,788		180.6		—
Total collateral-dependent loans	$	51,403	$	75,581	147.0	%	$	1,433

	December 31, 2020
(Dollars in thousands)	Collateral-Dependent Loans		Net Realizable Value of Collateral		Collateral Coverage		Allowance for Credit Losses
Commercial:
Construction and land development	$	1,424	$	1,795	126.1	%	$	—
Owner occupied commercial mortgage	9,792		14,253		145.6		—
Non-owner occupied commercial mortgage	5,556		7,577		136.4		—

Total commercial loans	16,772		23,625		140.9		—
Consumer:
Residential mortgage	23,011		29,775		129.4		131





PCD loans	19,042		27,872		146.4		—
Total collateral-dependent loans	$	58,825	$	81,272	138.2	%	$	131

Collateral-dependent nonaccrual loans with no recorded allowance totaled $45.5 million and $57.5 million as of September 30, 2021 and December 31, 2020, respectively. All other nonaccrual loans have a recorded allowance.

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Troubled Debt Restructurings

BancShares accounts for certain loan modifications or restructurings as troubled debt restructurings (“TDRs”). In general, the modification or restructuring of a loan is considered a TDR if, for economic or legal reasons related to a borrower’s financial difficulties, a concession is granted to the borrower that creditors would not otherwise consider. Concessions may relate to the contractual interest rate, maturity date, payment structure or other actions. Within BancShares’ ACL loss models, TDRs are not individually evaluated unless determined to be collateral-dependent. Consumer TDRs are included in the definition of default which provides for a 100% probability of default applied within the models. As a result, subsequent changes in credit quality metrics do not impact the calculation of the ACL on consumer TDRs. For commercial TDRs, the TDR distinction does impact the calculation of ACL, as the standard definition of default is utilized.

The Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus was published by banking regulators in April 2020 to clarify expectations around loan modifications and the determination of TDRs for borrowers experiencing financial difficulty due to COVID-19. BancShares applied this regulatory guidance during its TDR identification process for short-term loan forbearance agreements as a result of COVID-19 and in most cases did not record these as TDRs.

The following tables provides a summary of total TDRs by accrual status:


	September 30, 2021						December 31, 2020
(Dollars in thousands)	Accruing		Nonaccruing		Total		Accruing		Nonaccruing		Total
Commercial:
Construction and land development	$	346	$	33	$	379	$	578	$	54	$	632
Owner occupied commercial mortgage	46,255		10,661		56,916		37,574		10,889		48,463
Non-owner occupied commercial mortgage	20,022		3,763		23,785		18,336		1,649		19,985
Commercial and industrial and leases	12,506		11,295		23,801		29,131		3,528		32,659
Total commercial loans	79,129		25,752		104,881		85,619		16,120		101,739
Consumer:
Residential mortgage	22,106		14,937		37,043		29,458		19,380		48,838
Revolving mortgage	16,533		6,925		23,458		20,124		7,128		27,252
Construction and land development	2,380		282		2,662		1,573		9		1,582
Consumer auto	1,888		636		2,524		2,018		696		2,714
Consumer other	774		61		835		955		137		1,092
Total consumer loans	43,681		22,841		66,522		54,128		27,350		81,478
PCD loans	29,207		12,365		41,572		17,617		7,346		24,963
Total loans	$	152,017	$	60,958	$	212,975	$	157,364	$	50,816	$	208,180

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The following table provides the types of modifications designated as TDRs during the three and nine months ended September 30, 2021 and 2020.


	Three months ended September 30, 2021			Three months ended September 30, 2020
	All restructurings				All restructurings
(Dollars in thousands)	Number of Loans	Recorded investment at period end				Number of Loans	Recorded investment at period end
Loans and leases
Interest only	7	$	9,639			6	$	5,703
Loan term extension	41	6,371				29	2,380
Below market interest rate	47	3,126				55	15,341
Discharged from bankruptcy	21	2,783				55	1,654
Total restructurings	116	$	21,919			145	$	25,078

	Nine months ended September 30, 2021			Nine months ended September 30, 2020
	All restructurings				All restructurings
(Dollars in thousands)	Number of Loans	Recorded investment at period end				Number of Loans	Recorded investment at period end
Loans and leases
Interest only	17	$	19,728			23	$	24,847
Loan term extension	112	14,500				62	5,885
Below market interest rate	148	21,004				212	38,740
Discharged from bankruptcy	110	12,478				165	7,025
Total restructurings	387	$	67,710			462	$	76,497

For the nine months ended September 30, 2021 and 2020, the pre-modification and post-modification outstanding amortized cost of loans modified as TDRs were not materially different.

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NOTE F - OTHER REAL ESTATE OWNED

The following table explains changes in other real estate owned (“OREO”) during the nine months ended September 30, 2021 and 2020:


(Dollars in thousands)	OREO
Balance at December 31, 2020	$	50,890
Additions	16,454

Sales	(24,311)
Write-downs/losses	(2,384)
Balance at September 30, 2021	$	40,649

Balance at December 31, 2019	$	46,591
Additions	18,428
Acquired in business combinations	9,813
Sales	(18,645)
Write-downs/losses	(3,398)
Balance at September 30, 2020	$	52,789

At September 30, 2021 and December 31, 2020, BancShares had $3.0 million and $5.8 million, respectively, of foreclosed residential real estate property in OREO. The recorded investment in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure was $19.6 million and $29.4 million at September 30, 2021 and December 31, 2020, respectively. Net gains recorded on the sale of OREO properties were $5.2 million for the nine months ended September 30, 2021. Net gains recorded on the sale of OREO properties were $1.0 million for the nine months ended September 30, 2020.

NOTE G - MORTGAGE SERVICING RIGHTS

BancShares originates certain residential mortgages loans to sell in the secondary market. BancShares’ portfolio of residential mortgage loans serviced for third parties was $3.3 billion as of September 30, 2021 and December 31, 2020. These loans are originated and sold to third parties on a non-recourse basis with servicing rights retained. The retained servicing rights are recorded as a servicing asset and are reported in other intangible assets. The associated amortization expense and any valuation allowance recognized are included as a reduction of mortgage income. Mortgage servicing rights are initially recorded at fair value and then carried at the lower of amortized cost or fair value.

Contractually specified mortgage servicing fees, late fees and ancillary fees earned were $2.1 million for each of the three month periods ended September 30, 2021 and 2020, and are reported in mortgage income. For the nine months ended September 30, 2021 and 2020, mortgage servicing fees, late fees and ancillary fees earned were each $6.4 million.

The following table presents changes in the servicing asset during the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Beginning balance	$	21,985	$	18,664	$	18,426	$	22,963
Servicing rights originated	1,891		1,994		8,436		5,673
Amortization	(2,180)		(2,208)		(6,505)		(6,150)

Valuation allowance (increase) decrease	—		(305)		1,339		(4,341)
Ending balance	$	21,696	$	18,145	$	21,696	$	18,145

The following table presents the activity in the servicing asset valuation allowance for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Beginning balance	$	3,026	$	4,258	$	4,365	$	222
Valuation allowance increase (decrease)	—		305		(1,339)		4,341
Ending balance	$	3,026	$	4,563	$	3,026	$	4,563

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Mortgage servicing rights valuations are performed using a pooling methodology where loans with similar risk characteristics are grouped together and evaluated using discounted cash flows to estimate the present value of future earnings. Key economic assumptions used to value mortgage servicing rights were as follows:


	September 30, 2021			December 31, 2020
Discount rate - conventional fixed loans	8.49		%	7.92		%
Discount rate - all loans excluding conventional fixed loans	9.49		%	8.92		%
Weighted average constant prepayment rate	17.32		%	20.62		%
Weighted average cost to service a loan	$	87.58		$	87.58

The fair value of mortgage servicing rights is sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows by utilizing discount rates, prepayment rates, and other inputs. The discount rate is based on the 10-year U.S. Treasury rate plus a risk premium of 700 basis points for conventional fixed loans and 800 basis points for all other loans. The prepayment rate is derived from the Public Securities Association Standard Prepayment model. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value and may result in the recognition of a valuation allowance. The average cost to service a loan is based on the number of loans serviced and the total cost to service the loans.

NOTE H - REPURCHASE AGREEMENTS

BancShares utilizes securities sold under agreements to repurchase to facilitate the needs of customers and secure wholesale funding needs. Repurchase agreements are transactions whereby BancShares offers to sell to a counterparty an undivided interest in an eligible security at an agreed upon price, and which obligates BancShares to repurchase the security at an agreed upon date, repurchase price, and interest rate. These agreements are recorded at the amount of cash received in connection with the transaction and are reflected as securities sold under customer repurchase agreements.

BancShares monitors collateral levels on a continuous basis and maintains records of each transaction specifically describing the applicable security and the counterparty’s interest in that security, and segregates the security from general assets in accordance with regulations governing custodial holdings of securities. The primary risk with repurchase agreements is market risk associated with the investments securing the transactions, as additional collateral may be required based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents. The carrying value of investment securities pledged as collateral under repurchase agreements was $685.9 million and $689.3 million at September 30, 2021 and December 31, 2020, respectively.

At September 30, 2021, BancShares held $663.6 million of securities sold under agreements to repurchase, with overnight and continuous remaining contractual maturities, including $571.6 million collateralized by government agency securities and $92.0 million collateralized by commercial mortgage-backed securities. At December 31, 2020, BancShares held securities sold under agreements to repurchase of $641.5 million, with overnight and continuous remaining contractual maturities, including $432.8 million collateralized by government agency securities and $208.7 million collateralized by commercial mortgage-backed securities.

NOTE I - FDIC SHARED-LOSS PAYABLE

For certain FDIC-assisted transactions, the related shared-loss agreement included a provision requiring a payment owed to the FDIC at the termination of the agreement. As of September 30, 2021, these agreements have been satisfied following a $16.1 million payment made to the FDIC during the first quarter of 2021 related to the final active agreement.

The following table provides changes in the FDIC shared-loss payable since December 31, 2020:


(Dollars in thousands)	Total
Balance at December 31, 2020	$	15,601
Accretion	502
Payment made to the FDIC to settle shared-loss agreement	(16,103)
Balance at September 30, 2021	$	—

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NOTE J - ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income included the following as of September 30, 2021 and December 31, 2020:


	September 30, 2021						December 31, 2020
(Dollars in thousands)	Accumulated other comprehensive income (loss)		Deferred tax expense (benefit)		Accumulated other comprehensive income (loss), net of tax		Accumulated other comprehensive income (loss)		Deferred tax expense (benefit)		Accumulated other comprehensive income (loss), net of tax
Unrealized gains on securities available for sale	$	25,986	$	5,977	$	20,009	$	102,278	$	23,524	$	78,754

Unrealized gains on securities available for sale transferred to held to maturity	3,709		853		2,856		5,399		1,242		4,157
Defined benefit pension items	(71,431)		(16,429)		(55,002)		(91,751)		(21,103)		(70,648)
Total	$	(41,736)	$	(9,599)	$	(32,137)	$	15,926	$	3,663	$	12,263

The following table highlights changes in accumulated other comprehensive (loss) income by component for the three and nine months ended September 30, 2021 and 2020:


	Three months ended September 30, 2021
(Dollars in thousands, net of tax)	Unrealized gains (losses) on securities available for sale		Unrealized gains on securities available for sale transferred to held to maturity		Defined benefit pension items		Total
Beginning balance	$	34,910	$	3,187	$	(60,217)	$	(22,120)


Net unrealized losses arising during period	(8,677)		—		—		(8,677)
Amounts reclassified from accumulated other comprehensive loss	(6,224)		(331)		5,215		(1,340)
Net current period other comprehensive (loss) income	(14,901)		(331)		5,215		(10,017)
Ending balance	$	20,009	$	2,856	$	(55,002)	$	(32,137)

	Three months ended September 30, 2020
(Dollars in thousands, net of tax)	Unrealized gains (losses) on securities available for sale		Unrealized gains on securities available for sale transferred to held to maturity		Defined benefit pension items		Total
Beginning balance	$	113,102	$	—	$	(122,766)	$	(9,664)


Net unrealized gains arising during period	7,530		—		—		7,530
Amounts reclassified from accumulated other comprehensive loss	(16,497)		—		4,875		(11,622)
Net current period other comprehensive income	(8,967)		—		4,875		(4,092)
Ending balance	$	104,135	$	—	$	(117,891)	$	(13,756)

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	Nine months ended September 30, 2021
(Dollars in thousands, net of tax)	Unrealized gains on securities available for sale		Unrealized gains on securities available for sale transferred to held to maturity		Defined benefit pension items		Total
Beginning balance	$	78,754	$	4,157	$	(70,648)	$	12,263


Net unrealized losses arising during period	(33,243)		—		—		(33,243)
Amounts reclassified from accumulated other comprehensive income	(25,502)		(1,301)		15,646		(11,157)
Net current period other comprehensive (loss) income	(58,745)		(1,301)		15,646		(44,400)
Ending balance	$	20,009	$	2,856	$	(55,002)	$	(32,137)

	Nine months ended September 30, 2020
(Dollars in thousands, net of tax)	Unrealized gains on securities available for sale		Unrealized gains on securities available for sale transferred to held to maturity		Defined benefit pension items		Total
Beginning balance	$	5,792	$	—	$	(132,515)	$	(126,723)


Net unrealized gains arising during period	140,671		—		—		140,671
Amounts reclassified from accumulated other comprehensive loss	(42,328)		—		14,624		(27,704)
Net current period other comprehensive income	98,343		—		14,624		112,967
Ending balance	$	104,135	$	—	$	(117,891)	$	(13,756)

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The following table presents the amounts reclassified from accumulated other comprehensive (loss) income and the line item affected in the statement where net income is presented for the three and nine months ended September 30, 2021 and 2020:


(Dollars in thousands)	Three months ended September 30, 2021
Details about accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)		Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale	$	8,082	Realized gains on investment securities available for sale, net
	(1,858)		Income taxes
	$	6,224

Accretion of unrealized gains on securities available for sale transferred to held to maturity	$	430	Net interest income
	(99)		Income taxes
	$	331








Amortization of defined benefit pension actuarial losses	(6,773)		Other noninterest expense

	1,558		Income taxes
	$	(5,215)
Total reclassifications for the period	$	1,340

(Dollars in thousands)	Three months ended September 30, 2020
Details about accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)		Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale	$	21,425	Realized gains on investment securities available for sale, net
	(4,928)		Income taxes
	$	16,497













Amortization of defined benefit pension actuarial losses	(6,332)		Other noninterest expense
	1,457		Income taxes
	$	(4,875)
Total reclassifications for the period	$	11,622


(Dollars in thousands)	Nine months ended September 30, 2021
Details about accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)		Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale	$	33,119	Realized gains on investment securities available for sale, net
	(7,617)		Income taxes
	$	25,502

Amortization of unrealized losses on securities available for sale transferred to held to maturity	$	1,690	Net interest income
	(389)		Income taxes
	$	1,301




Amortization of defined benefit pension actuarial losses	$	(20,320)	Other noninterest expense
	4,674		Income taxes
	$	(15,646)
Total reclassifications for the period	$	11,157

(Dollars in thousands)	Nine months ended September 30, 2020
Details about accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)		Affected line item in the statement where net income is presented
Unrealized gains on securities available for sale	$	54,972	Realized gains on investment securities available for sale, net
	(12,644)		Income taxes
	$	42,328







Amortization of defined benefit pension actuarial losses	(18,994)		Other noninterest expense

	4,370		Income taxes
	$	(14,624)
Total reclassifications for the period	$	27,704

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NOTE K - ESTIMATED FAIR VALUES

Fair value estimates are intended to represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Where there is no active market for a financial instrument, BancShares has made estimates using discounted cash flows or other valuation techniques. Inputs used in these valuation techniques are subjective in nature, involve uncertainties and require significant judgment and therefore can only be derived within a range of precision. Accordingly, the derived fair value estimates presented below are not necessarily indicative of the amounts BancShares would realize in a current market exchange.

ASC 820, Fair Value Measurements and Disclosures, indicates that assets and liabilities are recorded at fair value according to a fair value hierarchy comprised of three levels. The levels are based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy for an asset or liability is based on the highest level of input that is significant to the fair value measurement (with Level 1 considered highest and Level 3 considered lowest). A brief description of each level follows:

•Level 1 values are based on quoted prices for identical instruments in active markets.

•Level 2 values are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

•Level 3 values are derived from valuation techniques in which one or more significant inputs or assumptions are not observable in the market. These unobservable inputs and assumptions reflect estimates that market participants would use in pricing the asset or liability. Valuation techniques include the use of discounted cash flow models and similar techniques.

BancShares’ management reviews any changes to its valuation methodologies to ensure they are appropriate and supportable, and refines valuation methodologies as more market-based data becomes available. Accuracy of the levels of the fair value hierarchy are validated and transfers between levels of the fair value hierarchy are recognized at the end of the reporting period.

The methodologies used to estimate the fair value of financial assets and financial liabilities are discussed below:

Investment securities available for sale and held to maturity. The fair value of U.S. Treasury, government agency and mortgage-backed securities, municipal securities, as well as a portion of corporate bonds, is generally estimated using a third party pricing service. The third party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models that use a variety of inputs, such as benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2. The remaining corporate bonds held are generally measured at fair value based on indicative bids from broker-dealers which are unadjusted and are not directly observable. These securities are considered Level 3.

Investment in marketable equity securities. Equity securities are measured at fair value using observable closing prices and the market activity. Equity securities are classified as Level 1 if they are traded in an active market and as Level 2 if the observable closing price is from a less than active market.

Loans held for sale. Management elects the fair value option on certain residential real estate loans originated to be sold to investors. The loans are carried at fair value based on quoted market prices for similar types of loans. Accordingly, the inputs used to calculate fair value of originated residential real estate loans held for sale are classified as Level 2 inputs. Loans held for investment subsequently transferred to held for sale are carried at the lower of cost or market. Transfers occur when management intends to sell a pool of loans in the secondary market. This typically occurs when a firm commitment to purchase from a counterparty exists. The fair value of the transferred loans is based on the quoted prices and is considered a Level 1 input.

Net loans and leases. Fair value is estimated based on discounted future cash flows using the current interest rates at which loans with similar terms would be made to borrowers of similar credit quality. The inputs used in the fair value measurements for loans and leases are considered Level 3 inputs.

FHLB stock. The carrying amount of FHLB stock is a reasonable estimate of fair value as these securities are not readily marketable and are evaluated for impairment based on the ultimate recoverability of the par value. BancShares considers positive and negative evidence, including the profitability and asset quality of the issuer, dividend payment history and recent redemption experience, when determining the ultimate recoverability of the par value. BancShares believes its investment in FHLB stock is ultimately recoverable at par. The inputs used in the fair value measurement for the FHLB stock are considered Level 2 inputs.

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Mortgage and other servicing rights. Mortgage and other servicing rights are carried at the lower of amortized cost or market value and are, therefore, carried at fair value only when fair value is less than the amortized cost. The fair value of mortgage and other servicing rights is performed using a pooling methodology. Similar loans are pooled together and a model that relies on discount rates, estimates of prepayment rates and the weighted average cost to service the loans is used to determine the fair value. The inputs used in the fair value measurement for mortgage and other servicing rights are considered Level 3 inputs.

Deposits. For non-time deposits, carrying value is a reasonable estimate of fair value. The fair value of time deposits is estimated by discounting future cash flows using the interest rates currently offered for deposits with similar remaining maturities. The inputs used in the fair value measurement for deposits are considered Level 2 inputs.

Borrowings. For borrowings, the fair values are determined based on recent trades or sales of the actual security if available. Otherwise, fair values are estimated by discounting future cash flows using current interest rates for similar financial instruments. The inputs used in the fair value measurement for FHLB borrowings, subordinated debentures, and other borrowings are considered Level 2 inputs.

Payable to the FDIC for shared-loss agreements. The fair value of the payable to the FDIC for shared-loss agreements was determined based on payments to the FDIC in accordance with the shared-loss agreements. Cash flows were discounted using current discount rates to reflect the timing of the estimated amounts due to the FDIC. The inputs used in the fair value measurement for the payable to the FDIC were considered Level 3 inputs.

Off-balance-sheet commitments and contingencies. Carrying amounts are reasonable estimates of the fair values for such financial instruments. Carrying amounts include unamortized fee income and, in some cases, reserves for any credit losses from those financial instruments. These amounts are not material to BancShares’ financial position.

For all other financial assets and liabilities, the carrying value is a reasonable estimate of the fair value as of September 30, 2021 and December 31, 2020. The carrying value and fair value for these assets and liabilities are equivalent because they are relatively short term in nature and there is no interest rate or credit risk that would cause the fair value to differ from the carrying value. Cash and due from banks is classified on the fair value hierarchy as Level 1. Overnight investments, income earned not collected, securities sold under customer repurchase agreements, and accrued interest payable are considered Level 2.

The table presents the carrying values and estimated fair values for financial instruments as of September 30, 2021 and December 31, 2020:


(Dollars in thousands)	September 30, 2021				December 31, 2020
	Carrying value		Fair value		Carrying value		Fair value
Assets
Cash and due from banks	$	337,450	$	337,450	$	362,048	$	362,048
Overnight investments	9,875,063		9,875,063		4,347,336		4,347,336
Investment in marketable equity securities	123,147		123,147		91,680		91,680
Investment securities available for sale	7,371,129		7,371,129		7,014,243		7,014,243
Investment securities held to maturity	3,381,078		3,353,078		2,816,982		2,838,499
Loans held for sale	98,451		98,451		124,837		124,837
Net loans and leases	32,332,995		32,349,172		32,567,661		33,298,166
Income earned not collected	132,911		132,911		145,694		145,694
Federal Home Loan Bank stock	40,450		40,450		45,392		45,392

Mortgage and other servicing rights	22,263		22,624		19,628		20,283
Liabilities
Deposits with no stated maturity	47,492,194		47,492,194		40,542,596		40,542,596
Time deposits	2,573,568		2,573,131		2,889,013		2,905,577
Securities sold under customer repurchase agreements	663,575		663,575		641,487		641,487

Federal Home Loan Bank borrowings	645,663		659,625		655,175		677,579
Subordinated debt	497,427		520,871		504,518		525,610
Other borrowings	76,139		76,643		88,470		89,263
FDIC shared-loss payable	—		—		15,601		15,843
Accrued interest payable	6,560		6,560		9,414		9,414

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For assets and liabilities carried at fair value on a recurring basis, the following table provides fair value information as of September 30, 2021 and December 31, 2020:


	September 30, 2021
			Fair value measurements using:
(Dollars in thousands)	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Assets measured at fair value
Investment securities available for sale

Government agency	$	853,728	$	—	$	853,728	$	—
Residential mortgage-backed securities	4,801,646		—		4,801,646		—
Commercial mortgage-backed securities	1,090,652		—		1,090,652		—
Corporate bonds	625,103		—		316,968		308,135

Total investment securities available for sale	$	7,371,129	$	—	$	7,062,994	$	308,135
Marketable equity securities	$	123,147	$	52,991	$	70,156	$	—
Loans held for sale	$	98,451	$	—	$	98,451	$	—



	December 31, 2020
			Fair value measurements using:
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Assets measured at fair value
Investment securities available for sale
U.S. Treasury	$	499,933	$	—	$	499,933	$	—
Government agency	701,391		—		701,391		—
Residential mortgage-backed securities	4,438,103		—		4,438,103		—
Commercial mortgage-backed securities	771,537		—		771,537		—
Corporate bonds	603,279		—		286,655		316,624

Total investment securities available for sale	$	7,014,243	$	—	$	6,697,619	$	316,624
Marketable equity securities	$	91,680	$	32,855	$	58,825	$	—
Loans held for sale	$	124,837	$	—	$	124,837	$	—

The following tables summarize activity for Level 3 assets carried at fair value on a recurring basis:


	Corporate bonds
	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Beginning balance	$	325,448	$	169,977	$	316,624	$	69,685
Purchases	23,878		78,000		30,878		178,595
Unrealized net losses (gains) included in other comprehensive income	436		2,818		3,927		901
Amounts included in net income	2,504		(81)		2,687		(249)
Transfers in	—		—		—		1,782
Sales / Calls	(44,131)		—		(45,981)		—
Ending balance	$	308,135	$	250,714	$	308,135	$	250,714

During the three months ended September 30, 2021 and 2020, there were no transfers between levels. During the nine months ended September 30, 2021 there were no transfers from Level 2 to Level 3, compared to $1.8 million for the same period of 2020. The transfers were due to a lack of observable inputs and trade activity for those securities.

The following table presents quantitative information about Level 3 fair value measurements for fair value on a recurring basis at September 30, 2021:

(Dollars in thousands)

September 30, 2021

Level 3 assets

Valuation technique

Significant unobservable input

Fair Value

Corporate bonds

Indicative bid provided by broker

Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the issuer

308,135

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Fair Value Option

BancShares has elected the fair value option for residential real estate loans originated to be sold. This election reduces certain timing differences in the Consolidated Statement of Income and better aligns with the management of the portfolio from a business perspective. The changes in fair value were recorded as a component of mortgage income and included losses of $0.6 million and gains of $0.6 million for the three months ended September 30, 2021 and 2020, respectively. The changes in fair value included a loss of $2.9 million and a gain of $4.2 million for nine months ended September 30, 2021 and 2020, respectively. Interest earned on loans held for sale is recorded within interest income on loans and leases in the consolidated statements of income.

The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance for residential real estate originated for sale measured at fair value as of September 30, 2021 and December 31, 2020:


	September 30, 2021
(Dollars in thousands)	Fair value		Aggregate unpaid principal balance		Difference
Originated loans held for sale	$	98,451	$	95,396	$	3,055

	December 31, 2020
	Fair value		Aggregate unpaid principal balance		Difference
Originated loans held for sale	$	124,837	$	118,902	$	5,935

No originated loans held for sale were 90 or more days past due or on nonaccrual status as of September 30, 2021 or December 31, 2020.

BancShares may be required to measure certain financial assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from the application of lower of amortized cost or fair value accounting or write-downs of individual assets due to impairment.

The population of loans measured at fair value on a non-recurring basis is limited to collateral-dependent loans evaluated individually. These collateral-dependent loans are deemed to be at fair value if there is an associated ACL or if a charge-off has been recorded in the previous 12 months. A large majority of collateral for these loans is real property. Collateral values are determined using appraisals or other third-party value estimates of the subject property discounted based on estimated selling costs, generally between 5% and 10%, and immaterial adjustments for other external factors that may impact the marketability of the collateral. The weighted average discount for estimated selling costs applied to real estate collateral was 8%.

OREO acquired or written down within the previous 12 months is deemed to be at fair value. Asset valuations are determined by using appraisals or other third-party value estimates of the subject property with discounts generally between 6% and 15% applied for estimated selling costs and other external factors that may impact the marketability of the property. At September 30, 2021, the weighted average discount applied was 8%. Changes to the value of the assets between scheduled valuation dates are monitored through continued communication with brokers and monthly reviews by the asset manager assigned to each asset. If there are any significant changes in the market or the subject property, valuations are adjusted or new appraisals ordered to ensure the reported values reflect the most current information.

For financial assets and liabilities carried at fair value on a nonrecurring basis, the following table provides fair value information as of September 30, 2021 and December 31, 2020:


	September 30, 2021
			Fair value measurements using:
(Dollars in thousands)	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Collateral-dependent loans	$	12,185	$	—	$	—	$	12,185
Other real estate owned	32,391		—		—		32,391
Mortgage servicing rights	20,210		—		—		20,210

	December 31, 2020
			Fair value measurements using:
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Collateral-dependent loans	$	11,779	$	—	$	—	$	11,779
Other real estate owned	40,115		—		—		40,115
Mortgage servicing rights	16,966		—		—		16,966

No financial liabilities were carried at fair value on a nonrecurring basis as of September 30, 2021 and December 31, 2020.

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NOTE L - EMPLOYEE BENEFIT PLANS

BancShares sponsors noncontributory defined benefit pension plans for its qualifying employees. The service cost component of net periodic benefit cost is included in salaries and wages while all other non-service cost components are included in other noninterest expense.

For the three and nine months ended September 30, 2021 and 2020, the components of net periodic benefit cost are as follows:


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Service cost	$	3,838	$	3,570	$	11,514	$	10,709
Interest cost	7,466		8,549		22,398		25,648
Expected return on assets	(19,607)		(16,423)		(58,823)		(49,267)

Amortization of net actuarial loss	6,773		6,332		20,320		18,994
Net periodic (benefit) cost	$	(1,530)	$	2,028	$	(4,591)	$	6,084

No discretionary contribution was made to the pension plans during the nine months ended September 30, 2021. A discretionary contribution of $100.0 million was made to the pension plans during the nine months ended September 30, 2020. The funding policy of the pension plans is to contribute an amount each year to meet all Employee Retirement Income Security Act minimum requirements, including amounts to meet quarterly funding requirements, avoid “at-risk” status and avoid any benefit restrictions. BancShares may also contribute additional voluntary amounts each year (up to the maximum tax-deductible amount) in order to achieve certain target funding levels in the plans, with consideration also given to current and future cash flow and tax positions. No contributions are currently expected for the year ending December 31, 2021.

NOTE M - LEASES

The following table presents right-of-use lease assets and liabilities as of September 30, 2021 and December 31, 2020:


(Dollars in thousands)	Classification	September 30, 2021		December 31, 2020
Assets:
Operating	Other assets	$	62,214	$	68,048
Finance	Premises and equipment	4,852		6,478
Total leased assets		$	67,066	$	74,526
Liabilities:
Operating	Other liabilities	$	63,025	$	68,343
Finance	Other borrowings	4,720		6,308
Total lease liabilities		$	67,745	$	74,651

NOTE N - COMMITMENTS AND CONTINGENCIES

To meet the financing needs of its customers, BancShares and its subsidiaries have financial instruments with off-balance sheet risk. These financial instruments involve elements of credit, interest rate or liquidity risk and include commitments to extend credit and standby letters of credit.

Commitments to extend credit are legally binding agreements to lend to customers. These commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Since many of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future liquidity requirements. Established credit standards control the credit risk exposure associated with these commitments. In some cases, BancShares requires collateral be pledged to secure the commitment, including cash deposits, securities and other assets.

Standby letters of credit are commitments guaranteeing performance of a customer to a third party. Those commitments are primarily issued to support public and private borrowing arrangements. To mitigate its risk, BancShares’ credit policies govern the issuance of standby letters of credit. The credit risk related to the issuance of these letters of credit is essentially the same as in extending loans to clients and, therefore, these letters of credit are collateralized when necessary.

The following table presents the commitments to extend credit and standby letters of credit as of September 30, 2021 and December 31, 2020:


(Dollars in thousands)	September 30, 2021		December 31, 2020
Unused commitments to extend credit	$	12,775,929	$	12,098,417
Standby letters of credit	116,302		129,819

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BancShares has investments in qualified affordable housing projects primarily for the purposes of fulfilling Community Reinvestment Act requirements and obtaining tax credits. Affordable housing project investments were $162.3 million and $163.9 million as of September 30, 2021 and December 31, 2020, respectively, and were recorded in other assets. Unfunded commitments to fund future investments in affordable housing projects totaled $49.8 million and $53.7 million as of September 30, 2021 and December 31, 2020, respectively, and were recorded in other liabilities.

BancShares and various subsidiaries have been named as defendants in legal actions arising from their normal business activities in which damages in various amounts were claimed. BancShares has also been exposed to litigation risk relating to the prior business activities of banks from which assets were acquired and liabilities assumed in the various merger transactions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, any such liability will not have a material effect on BancShares’ consolidated financial statements.

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

Management’s discussion and analysis (“MD&A”) of earnings and related financial data are presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. and its subsidiaries (“BancShares”). This discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes presented within this Quarterly Report on Form 10-Q along with our financial statements and related MD&A of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”). Intercompany accounts and transactions have been eliminated. Although certain amounts for prior years have been reclassified to conform to statement presentations for 2021, the reclassifications had no effect on shareholders’ equity or net income as previously reported. Unless otherwise noted, the terms “we,” “us” and “BancShares” refer to the consolidated financial position and consolidated results of operations for BancShares.

EXECUTIVE OVERVIEW

BancShares conducts its banking operations through its wholly-owned subsidiary First-Citizens Bank & Trust Company (“FCB”), a state-chartered bank organized under the laws of the state of North Carolina.

BancShares’ earnings and cash flows are primarily derived from our commercial and retail banking activities. We gather deposits from retail and commercial customers and also secure funding through various non-deposit sources. We invest the liquidity generated from these funding sources in interest-earning assets, including loans and leases, investment securities and overnight investments. We also invest in bank premises, hardware, software, furniture and equipment used to conduct our commercial and retail banking business. We provide treasury services products, cardholder and merchant services, wealth management services and various other products and services typically offered by commercial banks. The fees and service charges generated from these products and services are primary sources of noninterest income which is an essential component of our total revenue.

We are focused on expanding our position in legacy and target markets through organic growth and strategic acquisitions. We believe our franchise is positioned for continued growth as a result of our client centric banking principles, disciplined lending standards, and our people.

Refer to our 2020 Annual Report for further discussion of our strategy.

RECENT ECONOMIC AND INDUSTRY DEVELOPMENTS

During the first quarter of 2020, a novel strain of coronavirus (“COVID-19”) spread throughout the world, causing significant disruptions to the domestic and global economies. In response to the outbreak, governments imposed restrictions resulting in business shutdowns, regional quarantines, disruptions of supply chains, changes in consumer behavior and overall economic instability. Although vaccines for COVID-19 have been made available to the general public in the United States and many places around the world, vaccination rates vary and effectiveness may decrease over time. We cannot predict how widely utilized the vaccines and boosters will be or whether and for how long they will be effective in preventing the spread of COVID-19 (including its variants).

Although we cannot predict when or if normal economic activity and business operations will resume, we observed general declines in the level of economic uncertainty and stabilization of macroeconomic forecasts during the first three quarters of 2021. The US experienced an uptick in the number of new cases during the third quarter of 2021. We are unable to predict whether these trends will continue and how this will affect the overall economy at the current time. However, we remain vigilant in our review and monitoring efforts around the duration and severity of the COVID-19 pandemic (including any of its variants) and its effects on the overall economy and our financial results.

During the third quarter of 2021, the Federal Reserve’s Federal Open Market Committee (“FOMC”) maintained the federal funds rate at a target range of 0.00% to 0.25%. The FOMC acknowledged the economy’s accelerating recovery from the COVID-19 pandemic, but maintained that the recovery is incomplete and economic risks remain. The FOMC expects to maintain this target range, but rate hikes are expected in late 2022 or early 2023. Further, the committee suggested that they will begin tapering asset purchases, potentially as early as the fourth quarter of 2021 if economic progress continues as expected.

In response to the COVID-19 pandemic, the Small Business Administration Paycheck Protection Program (“SBA-PPP”) was established through the Coronavirus Aid Relief and Economic Security Act (the “CARES Act”) and the Consolidated Appropriations Act 2021 to direct aid via loans to small businesses impacted by the COVID-19 pandemic.

We completed the first round of SBA-PPP funding in the second half 2020 and the second round of funding during the second quarter of 2021. As of September 30, 2021, there were $1.1 billion SBA-PPP loans outstanding with remaining net deferred fees of $39.4 million.

With respect to the first round of SBA-PPP, we began accepting and processing applications for forgiveness during the third quarter of 2020. As of September 30, 2021, we have received approximately 98% of forgiveness decisions from the SBA to date, representing over $3.1 billion in forgiveness payments.

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With respect to the second round of SBA-PPP, we began accepting and processing applications for forgiveness during the third quarter of 2021. As of September 30, 2021, we have received approximately 14% of forgiveness decisions from the SBA, representing over $175 million in forgiveness payments.

Table 1

SBA-PPP LOAN FORGIVENESS STATUS


(Dollars in thousands)
	Round 1				Round 2
Status	$ of Loans		% of Round Total		$ of Loans		% of Round Total
Total Funded	$	3,199,897	100.0	%	$	1,223,797	100.0	%
Payments Received	3,121,746		97.6		175,660		14.4
Total Remaining	$	78,151	2.4	%	$	1,048,137	85.6	%

Through September 30, 2021, over 99% of all COVID-19-related loan extensions have begun repayment. Delinquency trends among loans entering repayment are in line with the remainder of the portfolio, and we have not seen significant declines in overall credit quality.

SIGNIFICANT EVENTS IN 2021

The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. The Transaction has been approved by the shareholders of both companies and has received regulatory approval from the North Carolina Commissioner of Banks and the Federal Deposit Insurance Corporation (“FDIC”).

On September 30, 2021, the parties entered into an amendment to the merger agreement pursuant to which the parties mutually agreed to extend until March 1, 2022 the date after which either party may elect to terminate the merger agreement if the merger has not yet been completed. Completion of the proposed merger remains subject to approval from the Board of Governors of the Federal Reserve System and both parties are committed to continuing to seek such approval. The parties have responded to all questions issued by the Staff of the Federal Reserve Board, and the Staff has informed us that they do not have further questions at this time. The parties have been informed that the application is presently at the Governor level, but the Board of Governors has not provided a time frame for its decision on the application. Closing is expected to occur as soon as practicable following receipt of such approval and the satisfaction or waiver of other customary closing conditions.

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The Merger Agreement requires that, effective as of the Effective Time, the Boards of Directors of the combined company and the combined bank will consist of 14 directors, (i) 11 of whom will be members of the current Board of Directors of BancShares, and (ii) three of whom will be selected from among the current Board of Directors of CIT and will include as one of those three Ellen R. Alemany, Chairwoman and Chief Executive Officer of CIT. We intend to appoint Michael A. Carpenter and Vice Admiral John R. Ryan, USN (Ret.), as the two other members from CIT’s current Board of Directors who will join the Boards of Directors of the combined company and the combined bank.

FINANCIAL PERFORMANCE SUMMARY

Third Quarter Highlights

•Net income for the third quarter of 2021 was $124.1 million, a decrease of $18.6 million, or 13.0% compared to the same quarter in 2020. Net income available to common shareholders totaled $119.4 million for the third quarter of 2021. Net income per common share decreased $1.86, or 13.3%, to $12.17 in the third quarter of 2021, from $14.03 per share during the comparable quarter in 2020.

•Return on average assets for the third quarter of 2021 was 0.88%, down from 1.18% in the third quarter of 2020. Return on average equity for the third quarter of 2021 was 11.29%, down from 14.93% during the comparable quarter of 2020.

•Net interest income was $346.9 million for the third quarter of 2021, a decrease of $6.8 million, or 1.9% compared to the same quarter in 2020, but was relatively stable compared to the second quarter of 2021. The taxable-equivalent net interest margin (“NIM”) was 2.61% for the third quarter of 2021, a decrease of 45 basis points from 3.06% for the third quarter in 2020 and a decrease of 7 basis points from 2.68% from the second quarter of 2021.

•Provision for credit losses was a benefit of $1.1 million for the third quarter of 2021 compared to an expense of $4.0 million for the same quarter in 2020. The net charge-off ratio was 0.06% for the third quarter of 2021, up from 0.02% for the second quarter of 2021 and 0.03% for the third quarter of 2020.

•Noninterest income was $122.9 million for the third quarter of 2021, an increase of $2.4 million, or 2.0%, compared to $120.6 million for the same quarter of 2020.

•Noninterest expense was $312.8 million for the third quarter of 2021, an increase of $21.2 million, or by 7.3% compared to the same quarter of 2020.

•The allowance for credit losses was $183.2 million at September 30, 2021, compared to $189.1 million at June 30, 2021. The $5.9 million change was due primarily to a reserve release for the three months ended September 30, 2021 driven by continued strong credit performance, low net charge-offs, and improvement in macroeconomic factors.

•Total loans were $32.5 billion as of September 30, 2021, a decrease of $173.5 million, or by 2.1% on an annualized basis, since June 30, 2021. Excluding loans originated under the SBA-PPP, total loans increased $437.4 million, or by 5.6% on an annualized basis, since June 30, 2021.

•Total deposits grew to $50.1 billion, an increase of $1.7 billion, or by 13.6% on an annualized basis, since June 30, 2021.

•At September 30, 2021, BancShares remained “well-capitalized” as defined by regulatory standards with a total risk-based capital ratio of 14.3%, a Tier 1 risk-based capital of 12.3%, a common equity Tier 1 ratio of 11.3% and a leverage ratio of 7.7%.

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Year to Date Highlights

•Net income for the nine months ended September 30, 2021 totaled $424.2 million, an increase of $70.5 million, or 19.9% compared to the same period in 2020. Net income available to common shareholders totaled $410.3 million. Earnings per share increased $7.83, or 23.1%, to $41.79 for the nine months ended September 30, 2021, from $33.96 during the comparable period in 2020.

•Return on average assets for the nine months ended September 30, 2021 was 1.05%, consistent with the same period in 2020. Return on average equity for the nine months ended September 30, 2021 was 13.50%, up 91 basis points compared to the same period in 2020.

•Net interest income for the nine months ended September 30, 2021, was $1.0 billion, an increase of $3.5 million, or 0.3% compared to the same period of 2020. The taxable-equivalent NIM was 2.69% for the nine months ended September 30, 2021, a decrease of 54 basis points from 3.23% during the comparable period of 2020.

•Provision for credit losses was a benefit of $31.7 million for the nine months ended September 30, 2021, compared to $52.9 million in expense for the same period in 2020. The net charge-off ratio was 0.04% for the nine months ended September 30, 2021, a 3 basis point decrease compared to the same period of 2020.

•Noninterest income was $393.7 million for the nine months ended September 30, 2021, an increase of $43.8 million, or 12.5%, compared to $350.0 million for the same quarter of 2020.

•Noninterest expense was $910.3 million for the nine months ended September 30 2021, an increase of $27.0 million or by 3.1% compared to the same quarter of 2020.

•The allowance for credit losses was $183.2 million at September 30, 2021, compared to $224.3 million at December 31, 2020. The $41.1 million change was due primarily to a reserve release for the nine months ended September 30, 2021 driven by continued strong credit performance, low net charge-offs, and improvement in macroeconomic factors.

•Total loans were $32.5 billion, a decrease of $275.8 million since December 31, 2020. Excluding SBA-PPP loans, total loans increased $1.0 billion, or by 4.6% on an annualized basis, since December 31, 2020.

•Total deposits grew to $50.1 billion, an increase of $6.6 billion since December 31, 2020 or by 20.4% on an annualized basis.

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Table 2

SELECTED QUARTERLY DATA


	2021									2020						Nine months ended September 30
	Third			Second			First			Fourth			Third
(Dollars in thousands, except share data)	Quarter			Quarter			Quarter			Quarter			Quarter			2021			2020
SUMMARY OF OPERATIONS
Interest income	$	361,855		$	361,825		$	355,323		$	376,876		$	374,334		$	1,079,003		$	1,107,150
Interest expense	14,968			15,432			15,671			18,160			20,675			46,071			77,697
Net interest income	346,887			346,393			339,652			358,716			353,659			1,032,932			1,029,453
Provision (credit) for credit losses	(1,120)			(19,603)			(10,974)			5,403			4,042			(31,697)			52,949
Net interest income after provision for credit losses	348,007			365,996			350,626			353,313			349,617			1,064,629			976,504

Noninterest income	122,944			134,150			136,649			126,765			120,572			393,743			349,985
Noninterest expense	312,818			301,578			295,926			305,373			291,662			910,322			883,312
Income before income taxes	158,133			198,568			191,349			174,705			178,527			548,050			443,177
Income taxes	34,060			45,780			44,033			36,621			35,843			123,873			89,538
Net income	124,073			152,788			147,316			138,084			142,684			424,177			353,639
Net income available to common shareholders	$	119,437		$	148,152		$	142,680		$	133,448		$	138,048		$	410,269		$	344,213
Net interest income, taxable equivalent	$	347,451		$	347,035		$	340,271		$	359,370		$	354,256		$	1,034,758		$	1,031,395
PER COMMON SHARE DATA
Net income	$	12.17		$	15.09		$	14.53		$	13.59		$	14.03		$	41.79		$	33.96
Cash dividends on common shares	0.47			0.47			0.47			0.47			0.40			1.41			1.20
Market price at period end (Class A)	843.17			832.74			835.77			574.27			318.78			843.17			318.78
Book value per share at period-end	432.07			421.39			405.59			396.21			380.43			432.07			380.43
SELECTED QUARTERLY AVERAGE BALANCES
Total assets	$	55,922,358		$	54,399,331		$	51,409,634		$	49,557,803		$	48,262,155		$	53,926,971		$	44,834,045
Investment securities	10,707,519			10,534,348			9,757,650			9,889,124			9,930,197			10,336,652			8,774,840
Loans and leases (1)	32,707,591			33,166,049			33,086,656			32,964,390			32,694,996			32,985,376			31,148,683
Interest-earning assets	52,371,165			51,519,684			48,715,279			46,922,823			45,617,376			50,882,100			42,151,861
Deposits	49,107,087			47,751,103			44,858,198			43,123,312			41,905,844			47,254,360			38,612,836
Interest-bearing liabilities	29,662,791			28,909,320			27,898,525			26,401,222			25,591,707			28,830,007			24,388,339
Securities sold under customer repurchase agreements	672,114			677,451			641,236			684,311			710,237			663,713			614,920
Other short-term borrowings	—			—			—			—			—			—			67,522
Long-term borrowings	1,222,452			1,227,755			1,235,576			1,250,682			1,256,331			1,228,546			1,164,475
Common shareholders' equity	4,196,655			4,058,236			3,935,267			3,786,158			3,679,138			4,063,386			3,651,132
Shareholders’ equity	$	4,536,592		$	4,398,173		$	4,275,204		$	4,126,095		$	4,019,075		$	4,403,323		$	3,896,645
Common shares outstanding	9,816,405			9,816,405			9,816,405			9,816,405			9,836,629			9,816,405			10,137,321
SELECTED QUARTER-END BALANCES
Total assets	$	56,901,977		$	55,175,318		$	53,908,606		$	49,957,680		$	48,666,873		$	56,901,977		$	48,666,873
Investment securities	10,875,354			10,894,227			10,222,107			9,922,905			9,860,594			10,875,354			9,860,594
Loans and leases	32,516,189			32,689,652			33,180,851			32,791,975			32,845,144			32,516,189			32,845,144
Deposits	50,065,762			48,410,596			47,330,997			43,431,609			42,250,606			50,065,762			42,250,606
Securities sold under customer repurchase agreements	663,575			692,604			680,705			641,487			693,889			663,575			693,889
Other short-term borrowings	—			—			—			—			—			—			—
Long-term borrowings	1,219,229			1,224,488			1,230,326			1,248,163			1,252,016			1,219,229			1,252,016
Shareholders’ equity	$	4,581,295		$	4,476,490		$	4,321,400		$	4,229,268		$	4,074,414		$	4,581,295		$	4,074,414
Common shares outstanding	9,816,405			9,816,405			9,816,405			9,816,405			9,816,405			9,816,405			9,816,405
SELECTED RATIOS AND OTHER DATA
Return on average assets (annualized)	0.88		%	1.13		%	1.16		%	1.11		%	1.18		%	1.05		%	1.05		%
Return on average common shareholders’ equity (annualized)	11.29			14.64			14.70			14.02			14.93			13.50			12.59
Net yield on interest-earning assets (taxable equivalent)	2.61			2.68			2.80			3.02			3.06			2.69			3.23
Net charge-offs to average loans and leases (annualized)	0.06			0.02			0.03			0.06			0.03			0.04			0.07
Allowance for credit losses to total loans and leases(2):
PCD	4.94			4.73			5.30			5.18			5.07			4.94			5.07
Non-PCD	0.51			0.53			0.57			0.62			0.61			0.51			0.61
Total	0.56			0.58			0.63			0.68			0.68			0.56			0.68
Ratio of total nonperforming assets to total loans, leases and other real estate owned	0.63			0.71			0.73			0.74			0.73			0.63			0.73
Total risk-based capital ratio	14.30			14.15			14.14			13.81			13.70			14.30			13.70
Tier 1 risk-based capital ratio	12.32			12.13			12.02			11.63			11.48			12.32			11.48
Common equity Tier 1 ratio	11.34			11.14			11.00			10.61			10.43			11.34			10.43
Tier 1 leverage capital ratio	7.68			7.67			7.84			7.86			7.80			7.68			7.80
Dividend payout ratio	3.86			3.11			3.23			3.46			2.85			3.37			3.53
Average loans and leases to average deposits	66.60			69.46			73.76			76.44			78.02			69.80			80.67

(1) Average loan and lease balances include PCD loans, non-PCD loans and leases, loans held for sale and nonaccrual loans and leases.

(2) Loans originated in relation to the SBA-PPP ($1.7 billion as of September 30, 2021) do not have a recorded ACL. As of September 30, 2021, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans is 0.53%, while the ratio of ACL to total loans excluding SBA-PPP loans is 0.58%.

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BUSINESS COMBINATIONS

CIT Group Inc.

On October 15, 2020, BancShares and CIT, entered into the Merger Agreement by and among BancShares, FCB, the Merger Sub, and CIT, the parent company of CIT Bank. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub and CIT will ultimately merge with and into FCB, with FCB as the surviving entity. The Merger Agreement further provides that immediately following the consummation of the Mergers, CIT Bank will merge with and into FCB, with FCB as the surviving bank.

The Merger Agreement was unanimously approved by the Board of Directors of each of BancShares and CIT. The transaction has been approved by the shareholders of both companies and has received regulatory approval from the North Carolina Commissioner of Banks and the FDIC.

Federal Deposit Insurance Corporation Assisted Transactions

BancShares completed fourteen FDIC-assisted transactions between 2009 and 2017. Nine of the fourteen FDIC-assisted transactions included shared-loss agreements which, for their terms, protected us from a substantial portion of the credit and asset quality risk we would otherwise have incurred.

For certain FDIC-assisted transactions, the shared-loss agreement included a provision related to a payment owed to the FDIC at the termination of the agreement. As of September 30, 2021, these agreements have been satisfied following a $16.1 million payment made to the FDIC for the final active agreement during the first quarter of 2021.

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Table 3

CONSOLIDATED QUARTER-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS


	Three months ended September 30
	2021						2020
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate		Balance		Expense		Rate
Assets
Loans and leases	$	32,707,591	$	319,738	3.85	%	$	32,694,996	$	336,934	4.06	%
Investment securities:
U.S. Treasury	—		—		—		695,419		497		0.28
Government agency	824,499		2,076		1.01		587,377		1,335		0.91
Mortgage-backed securities	9,164,180		29,056		1.27		8,047,247		28,236		1.40
Corporate bonds	597,386		7,610		5.10		489,602		6,433		5.26

Other investments	121,454		544		1.78		110,552		739		2.66
Total investment securities	10,707,519		39,286		1.47		9,930,197		37,240		1.50
Overnight investments	8,956,055		3,395		0.15		2,992,183		757		0.10
Total interest-earning assets	52,371,165		362,419		2.73		45,617,376		374,931		3.24
Cash and due from banks	364,593						349,079
Premises and equipment	1,239,111						1,261,864
Allowance for credit losses	(189,885)						(222,793)
Other real estate owned	40,786						52,716
Other assets	2,096,588						1,203,913
Total assets	$	55,922,358					$	48,262,155

Liabilities
Interest-bearing deposits:
Checking with interest	$	11,323,503	$	1,350	0.05	%	$	9,239,838	$	1,369	0.06	%
Savings	3,979,389		342		0.03		3,070,619		314		0.04
Money market accounts	9,866,327		2,357		0.09		8,108,832		3,634		0.18
Time deposits	2,599,006		4,024		0.61		3,205,850		8,151		1.01
Total interest-bearing deposits	27,768,225		8,073		0.12		23,625,139		13,468		0.23
Securities sold under customer repurchase agreements	672,114		358		0.21		710,237		395		0.22
Other short-term borrowings	—		—		—		—		—		—
Long-term borrowings	1,222,452		6,537		2.09		1,256,331		6,812		2.15
Total interest-bearing liabilities	29,662,791		14,968		0.20		25,591,707		20,675		0.32
Noninterest-bearing deposits	21,338,862						18,280,705
Other liabilities	384,113						370,668
Shareholders’ equity	4,536,592						4,019,075
Total liabilities and shareholders’ equity	$	55,922,358					$	48,262,155
Interest rate spread					2.53	%					2.92	%

Net interest income and net yield on interest-earning assets			$	347,451	2.61	%			$	354,256	3.06	%

Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans held for sale. Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming a statutory federal income tax rate of 21.0%, as well as a blended state income tax rate of 3.3% and 3.4%, for the three months ended September 30, 2021 and 2020, respectively. The taxable-equivalent adjustment was $564 thousand and $597 thousand for the three months ended September 30, 2021 and 2020, respectively.

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Table 4

CONSOLIDATED YEAR-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS


	Nine months ended September 30
	2021						2020
			Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Rate		Balance		Expense		Rate
Assets
Loans and leases	$	32,985,376	$	968,231	3.89	%	$	31,148,683	$	989,708	4.20	%
Investment securities:
U.S. Treasury	126,363		172		0.18		401,666		2,853		0.95
Government agency	818,591		5,942		0.97		655,097		6,883		1.40
Mortgage-backed securities	8,676,573		74,936		1.15		7,224,224		87,475		1.61
Corporate bonds	604,241		23,158		5.11		332,029		12,692		5.10

Other investments	110,884		1,442		1.74		161,824		3,653		3.02
Total investment securities	10,336,652		105,650		1.36		8,774,840		113,556		1.73
Overnight investments	7,560,072		6,948		0.12		2,228,338		5,828		0.35
Total interest-earning assets	50,882,100		1,080,829		2.81		42,151,861		1,109,092		3.48
Cash and due from banks	354,104						351,334
Premises and equipment	1,244,405						1,258,147
Allowance for credit losses	(208,477)						(206,737)
Other real estate owned	45,122						53,871
Other assets	1,609,717						1,225,569
Total assets	$	53,926,971					$	44,834,045

Liabilities
Interest-bearing deposits:
Checking with interest	$	11,009,608	$	4,263	0.05	%	$	8,665,758	$	4,380	0.07	%
Savings	3,747,847		966		0.03		2,837,867		911		0.04
Money market accounts	9,488,641		7,500		0.11		7,583,359		19,262		0.34
Time deposits	2,691,652		12,679		0.63		3,454,438		31,025		1.20
Total interest-bearing deposits	26,937,748		25,408		0.13		22,541,422		55,578		0.33
Securities sold under customer repurchase agreements	663,713		1,052		0.21		614,920		1,236		0.27
Other short-term borrowings	—		—		—		67,522		1,052		2.05
Long-term borrowings	1,228,546		19,611		2.10		1,164,475		19,831		2.24
Total interest-bearing liabilities	28,830,007		46,071		0.21		24,388,339		77,697		0.42
Noninterest-bearing deposits	20,316,612						16,071,414
Other liabilities	377,029						477,647
Shareholders’ equity	4,403,323						3,896,645
Total liabilities and shareholders’ equity	$	53,926,971					$	44,834,045
Interest rate spread					2.60	%					3.06	%

Net interest income and net yield on interest-earning assets			$	1,034,758	2.69	%			$	1,031,395	3.23	%

Loans and leases include PCD loans, non-PCD loans, nonaccrual loans and loans held for sale. Yields related to loans, leases and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming a statutory federal income tax rate of 21.0%, as well as a blended state income tax rate of 3.3% and 3.4%, for the nine months ended September 30, 2021 and 2020, respectively. The taxable-equivalent adjustment was $1.8 million and $1.9 million for the nine months ended September 30, 2021 and 2020, respectively.

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Table 5

CHANGES IN CONSOLIDATED TAXABLE EQUIVALENT NET INTEREST INCOME


	Three months ended September 30, 2021						Nine months ended September 30, 2021
	Change from prior year period due to:						Change from prior year period due to:
(Dollars in thousands)	Volume(1)		Yield/Rate(1)		Total Change		Volume(1)		Yield/Rate(1)		Total Change
Assets
Loans and leases	$	(4)	$	(17,192)	$	(17,196)	$	50,823	$	(72,300)	$	(21,477)
Investment securities:
U.S. Treasury	(497)		—		(497)		(1,956)		(725)		(2,681)
Government agency	539		202		741		1,718		(2,659)		(941)
Mortgage-backed securities	3,787		(2,967)		820		17,444		(29,983)		(12,539)
Corporate bonds	1,416		(239)		1,177		10,406		60		10,466

Other investments	75		(270)		(195)		(1,180)		(1,031)		(2,211)
Total investment securities	5,320		(3,274)		2,046		26,432		(34,338)		(7,906)
Overnight investments	1,516		1,122		2,638		13,953		(12,833)		1,120
Total interest-earning assets	$	6,832	$	(19,344)	$	(12,512)	$	91,208	$	(119,471)	$	(28,263)
Liabilities
Interest-bearing deposits:
Checking with interest	$	313	$	(332)	$	(19)	$	1,195	$	(1,312)	$	(117)
Savings	94		(66)		28		294		(239)		55
Money market accounts	800		(2,077)		(1,277)		4,845		(16,607)		(11,762)
Time deposits	1,525		(5,652)		(4,127)		(6,827)		(11,519)		(18,346)
Total interest-bearing deposits	2,732		(8,127)		(5,395)		(493)		(29,677)		(30,170)
Securities sold under customer repurchase agreements	12		(49)		(37)		101		(285)		(184)
Other short-term borrowings	(248)		248		—		(1,052)		—		(1,052)
Long-term borrowings	(271)		(4)		(275)		2,169		(2,389)		(220)
Total interest-bearing liabilities	2,225		(7,932)		(5,707)		725		(32,351)		(31,626)
Change in net interest income	$	4,607	$	(11,412)	$	(6,805)	$	90,483	$	(87,120)	$	3,363
(1) The rate/volume variance is allocated proportionally between the changes in volume and rate.

RESULTS OF OPERATIONS

Net Interest Income and Margin (Taxable-Equivalent Basis)

Third Quarter 2021 compared to Third Quarter 2020

Taxable-equivalent net interest income totaled $347.5 million for the third quarter of 2021, a decrease of $6.8 million, or 1.9%, compared to the third quarter of 2020. The decline in net interest income was driven primarily by a decline in the yield on interest-earning assets due to the sustained low rate environment and a reduction in interest and fee income on SBA-PPP loans. These declines were partially offset by organic loan growth, higher average investment balances as we have deployed some of the excess liquidity on our balance sheet, and a decline in the rate paid on interest bearing deposits. SBA-PPP loans contributed $20.0 million in interest and fee income for the third quarter of 2021 compared to $28.9 million for the same quarter in 2020. While SBA-PPP loans continue to support overall net interest income, the contribution from these loans continues to decline as forgiveness activity continues.

Net interest income increased $0.5 million compared to the linked quarter despite a decline in SBA-PPP income and continued low interest rates. Higher investment and overnight yields and balances, organic loan growth and slightly lower deposit costs more than offset rate pressure on loans and a decline in SBA-PPP income. SBA-PPP loans contributed $27.2 million in interest and fee income for the second quarter of 2021.

The taxable-equivalent NIM was 2.61% in the third quarter of 2021, a decrease of 45 basis points from the comparable quarter of 2020. The margin decline was primarily due to changes in earning asset mix driven by excess liquidity and higher balances in overnight investments as well as declines in loan yields. These declines were partially offset by lower rates paid on interest-bearing deposits and increased yield on SBA-PPP loans. As with prior quarters, we continue to operate with liquidity above normal operating ranges which puts downward pressure on net interest margin. The level of organic loan growth has helped to somewhat protect taxable equivalent NIM from the impacts of the low interest rate environment. We have also opportunistically deployed incremental liquidity of $1 billion into the investment portfolio since the third quarter of 2020.

The taxable-equivalent NIM declined 7 basis points from 2.68% for the linked quarter primarily due to changes in earning asset mix as our overnight investments continued to grow, partially offset by higher investment yields.

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Nine Months of 2021 compared to Nine Months of 2020

The taxable-equivalent net interest income for the nine months ended September 30, 2021 was $1.0 billion, an increase of $3.4 million, or 0.3%, compared to the same period in 2020. This increase was primarily due to organic loan growth, an increase in interest and fee income on SBA-PPP loans, and lower rates paid on interest-bearing deposits. These increases were largely offset by a decline in the yield on interest-earning assets. SBA-PPP loans contributed $78.1 million in interest and fee income for the nine months ended September 30, 2021, compared to $47.9 million for the same period in 2020.

The taxable-equivalent NIM was 2.69% for the nine months ended September 30, 2021, a decrease of 54 basis points from the comparable period of 2020. The margin decline was primarily due to changes in earning asset mix and a decline in the yield on interest-earning assets, partially offset by lower rates paid on interest-bearing deposits and increased income on SBA-PPP loans.

Provision for Credit Losses

Provision for credit losses was a benefit of $1.1 million for the third quarter of 2021, compared to an expense of $4.0 million for the comparable quarter in 2020. The third quarter of 2021 was favorably impacted by a $5.9 million reserve release driven primarily by continued strong credit performance, low net charge-offs and improvement in macroeconomic factors. The comparable quarter in 2020 included a $1.5 million reserve build due to continued uncertainties surrounding the COVID-19 pandemic and net loan growth. Total net charge-offs for the third quarter of 2021 were $4.8 million, an increase from $2.6 million for the comparable quarter in 2020 due to a higher volume of charge-offs and lower recoveries. The net charge-off ratio was 0.06% for the third quarter of 2021 compared to 0.03% for the same quarter in 2020. The impact of SBA-PPP loans on average loan balances did not affect the net charge-off ratio in either three-month period.

For the nine months ended September 30, 2021, provision for credit losses was a benefit of $31.7 million compared to $52.9 million in expense for the first nine months of 2020. Provision for credit losses for the nine months ended September 30, 2021 was favorably impacted by a $41.1 million reserve release driven primarily by continued strong credit performance, low net charge-offs and improvement in macroeconomic factors. The comparable period in 2020 included $36.1 million reserve build related to uncertainties surrounding the COVID-19 pandemic. Net charge-offs for the nine months ended September 30, 2021 were $9.4 million, a decrease from $17.4 million for the comparable period in 2020 due to a lower volume of charge-offs and stable recoveries. The net charge-off ratio was 0.04% for the nine months ended September 30, 2021 compared to 0.07% for the same period in 2020. The impact of SBA-PPP loans on average loan balances did not have an impact on the net charge-off ratio for the nine months ended September 30, 2021. Excluding the impact of SBA-PPP loans on average loan balances, the net charge-off ratio was 0.08% for the nine months ended September 30, 2020.

Noninterest Income

Table 6

NONINTEREST INCOME


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Wealth management services	$	31,935	$	26,369	$	95,886	$	75,152
Service charges on deposit accounts	24,858		20,841		68,277		64,776
Cardholder services, net	22,879		19,756		65,310		55,503
Other service charges and fees	9,205		7,892		26,653		22,829
Merchant services, net	8,409		6,763		25,858		18,014
Mortgage income	6,106		13,106		25,026		28,141
Insurance commissions	4,000		3,576		11,702		10,453
ATM income	1,481		1,537		4,534		4,354
Realized gains on investment securities available for sale, net	8,082		21,425		33,119		54,972
Marketable equity securities gains (losses), net	3,350		(2,701)		31,015		10,461



Other	2,639		2,008		6,363		5,330
Total noninterest income	$	122,944	$	120,572	$	393,743	$	349,985

Noninterest income is an essential component of our total revenue and is critical to our profitability level. The primary sources of noninterest income consist of wealth management services, fees and service charges generated from deposit accounts, cardholder and merchant services, and mortgage lending and servicing.

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Noninterest income for the third quarter of 2021 was $122.9 million, compared to $120.6 million for the same period of 2020, an increase of $2.4 million, or 2.0%. The most significant components of the change were as follows:

•A $6.1 million favorable change in the fair market value adjustments on marketable equity securities.

•Wealth management services increased by $5.6 million, primarily due to growth in assets under management driving higher advisory and transaction fees.

•Service charges on deposit accounts increased by $4.0 million due to volume.

•Cardholder services income, net increased by $3.1 million and merchant services, net increased by $1.6 million, primarily due to an increase in transaction volume.

•Realized gains on investment securities available for sale, net declined by $13.3 million.

•Mortgage income decreased by $7.0 million, driven by reductions in gain on sale margins and lower production volume in 2021 due to higher mortgage rates and increased competition.

Noninterest income was $393.7 million for the first nine months of 2021, compared to $350.0 million for the same period of 2020, an increase of $43.8 million, or 12.5%. The most significant components of the change were as follows:

•Wealth management services increased by $20.7 million, primarily due to growth in assets under management driving higher advisory and transaction fees.

•A $20.6 million favorable change in the fair market value adjustments on marketable equity securities.

•Cardholder services income, net increased by $9.8 million and merchant services, net increased by $7.8 million, primarily due to an increase in transaction volume.

•Realized gains on investment securities available for sale declined by $21.9 million.

Noninterest Expense

Table 7

NONINTEREST EXPENSE


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands)	2021		2020		2021		2020
Salaries and wages	$	160,947	$	147,297	$	462,420	$	439,185
Employee benefits	32,146		31,788		103,169		100,663
Occupancy expense	29,101		27,990		87,283		85,026
Equipment expense	30,229		29,430		88,934		86,054
Processing fees paid to third parties	15,602		11,927		43,702		32,485
FDIC insurance expense	3,661		2,167		10,261		9,364
Collection and foreclosure-related expenses	836		2,168		3,207		10,171
Merger-related expenses	7,013		3,507		19,601		12,108
Telecommunications expense	3,111		3,197		9,331		8,985
Consultant expense	3,338		2,936		8,176		9,223
Advertising expense	3,024		2,396		7,210		7,045
Core deposit intangible amortization	2,638		3,468		8,523		10,999
Other	21,172		23,391		58,505		72,004
Total noninterest expense	$	312,818	$	291,662	$	910,322	$	883,312

The primary components of noninterest expense are salaries and related employee benefits, occupancy and equipment expense.

Noninterest expense was $312.8 million during the third quarter of 2021, an increase of $21.2 million, or 7.3%, compared to the same quarter in 2020. The most significant components of the change were as follows:

•Salaries and wages increased $13.7 million driven primarily by annual merit increases, increases in revenue-driven incentives, and an increase in temporary personnel costs.

•Processing fees paid to third parties increased $3.7 million driven by our continued investments in digital and technology to support revenue-generating businesses and improve internal processes.

•Merger-related expenses increased $3.5 million in anticipation of the upcoming merger with CIT.

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Noninterest expense was $910.3 million for the first nine months of 2021, compared to $883.3 million for the same period in 2020, an increase of $27.0 million, or 3.1%. The most significant components of the change were as follows:

•Salaries and wages increased $23.2 million driven primarily by annual merit increases, increases in revenue-driven incentives, and an increase in temporary personnel costs.

•Processing fees paid to third parties increased $11.2 million by our continued investments in digital and technology to support revenue-generating businesses and improve internal processes.

•Merger-related expenses increased $7.5 million in anticipation of the upcoming merger with CIT.

•Other expenses decreased $16.5 million primarily due to a decrease in pension expense as a result of higher returns on plan assets, coupled with a reduction in the reserve for unfunded commitments.

•Collection and foreclosure-related expenses declined $7.0 million.

Income Taxes

Income tax expense was $34.1 million and $35.8 million for the third quarter of 2021 and 2020, respectively, representing effective tax rates of 21.5% and 20.1% during the respective periods.

Income tax expense totaled $123.9 million and $89.5 million for the first nine months of 2021 and 2020, respectively, representing effective tax rates of 22.6% and 20.2% for the respective nine month periods.

The effective tax rates during 2020 were favorably impacted by BancShares’ decision to utilize an allowable alternative for computing its federal income tax liability. The allowable alternative provided BancShares the ability to use the federal income tax rate for certain current year deductible amounts related to prior year FDIC-assisted acquisitions that was applicable when these amounts were originally subjected to tax. Without this alternative, the effective tax rate is materially unchanged for the third quarter and first nine months of 2021 and the effective tax rate for the third quarter and first nine months of 2020 would have been approximately 22.0% and 22.6% respectively.

We monitor and evaluate the potential impact of current events on the estimates used to establish income tax expenses and income tax liabilities. On a periodic basis, we evaluate our income tax positions based on current tax law, positions taken by various tax auditors within the jurisdictions where BancShares is required to file income tax returns as well as potential or pending audits or assessments by tax auditors.

INTEREST-EARNING ASSETS

Interest-earning assets include overnight investments, investment securities and loans and leases, all of which reflect varying interest rates based on the risk level and repricing characteristics of the underlying asset. Riskier investments typically carry a higher interest rate but expose us to higher levels of market risk. We strive to maintain a high level of interest-earning assets relative to total assets, while keeping non-earning assets at a minimum.

Interest-earning assets totaled $53.4 billion and $47.2 billion at September 30, 2021 and December 31, 2020, respectively. The $6.2 billion increase was primarily composed of a $5.5 billion increase in overnight investments and a $952.4 million increase in investment securities, partially offset by a $275.8 million decrease in loans.

Investment Securities

The primary objective of the investment portfolio is to generate incremental income by deploying excess funds into securities with minimal liquidity and credit risk, and low to moderate interest rate risk. Other objectives include acting as a stable source of liquidity, serving as a tool for asset and liability management and maintaining an interest rate risk profile compatible with BancShares’ objectives. Additionally, purchases of equities and corporate bonds in other financial institutions have been made largely under a long-term earnings optimization strategy. Changes in the total balance of our investment portfolio result from trends in balance sheet funding and market performance. Generally, when inflows arising from deposit and treasury services products exceed loan and lease demand, we invest excess funds into the securities portfolio and into overnight investments. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow overnight investments to decline and use proceeds from maturing securities and prepayments to fund loan demand. See Note C - Investments to our consolidated financial statements for additional disclosures.

The carrying value of investment securities totaled $10.9 billion at September 30, 2021, an increase of $952.4 million compared to December 31, 2020 attributable to our continued growth in deposits. During the period we had $5.0 billion in investment security purchases, partially offset by sales of $1.4 billion and maturities and paydowns of $2.6 billion.

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Available for sale securities are reported at fair value and unrealized gains and losses are included as a component of accumulated other comprehensive income, net of deferred taxes. As of September 30, 2021, investment securities available for sale had a net pre-tax unrealized gain of $26.0 million, compared to a net pre-tax unrealized gain of $102.3 million as of December 31, 2020. Management evaluated the available for sale securities in an unrealized loss position and concluded that the unrealized losses relate to changes in interest rates relative to when the securities were purchased, and therefore, no allowance for credit losses was recorded at September 30, 2021 or December 31, 2020.

Table 8

INVESTMENT SECURITIES


	September 30, 2021						December 31, 2020
(Dollars in thousands)	Composition(1)		Amortized cost		Fair value		Composition(1)		Amortized cost		Fair value
Investment securities available for sale
U.S. Treasury	—	%	$	—	$	—	5.0	%	$	499,832	$	499,933
Government agency	7.9		851,860		853,728		7.0		706,241		701,391
Residential mortgage-backed securities	44.3		4,800,194		4,801,646		44.5		4,369,130		4,438,103
Commercial mortgage-backed securities	10.0		1,092,183		1,090,652		7.9		745,892		771,537
Corporate bonds	5.8		600,906		625,103		6.1		590,870		603,279

Total investment securities available for sale	68.0		7,345,143		7,371,129		70.5		6,911,965		7,014,243
Investment in marketable equity securities	1.1		85,554		123,147		0.9		84,837		91,680
Investment securities held to maturity
Residential mortgage-backed securities	19.4		2,122,299		2,112,561		19.1		1,877,692		1,895,381
Commercial mortgage-backed securities	11.4		1,256,771		1,238,509		9.4		937,034		940,862
Other	0.1		2,008		2,008		0.1		2,256		2,256
Total investment securities held to maturity	30.9		3,381,078		3,353,078		28.6		2,816,982		2,838,499
Total investment securities	100.0	%	$	10,811,775	$	10,847,354	100.0	%	$	9,813,784	$	9,944,422
(1) Calculated as a percent of the total fair value of investment securities.

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Table 9 presents the weighted average taxable-equivalent yields for investment securities available for sale and held to maturity at September 30, 2021 segregated by major category with ranges of contractual maturities. The weighted average yield on the portfolio is calculated using security-level yields.

Table 9

WEIGHTED AVERAGE YIELD ON INVESTMENT SECURITIES


	September 30, 2021
	Within One Year		One to Five Years		Five to 10 Years		After 10 Years		Total
Investment securities available for sale

Government agency	—	%	2.15	%	1.08	%	1.07	%	1.07	%
Residential mortgage-backed securities(1)	—		—		1.80		1.26		1.27
Commercial mortgage-backed securities(1)	—		—		3.19		2.04		2.09
Corporate bonds	4.05		5.87		5.21		4.76		5.24
Total investment securities available for sale	4.05	%	5.70	%	3.71	%	1.38	%	1.71	%

Investment securities held to maturity
Residential mortgage-backed securities(1)	—	%	—	%	—	%	1.17	%	1.17	%
Commercial mortgage-backed securities(1)	—		—		—		1.46		1.46
Other investments	0.81		1.17		—		—		0.94
Total investment securities held to maturity	0.81	%	1.17	%	—	%	1.28	%	1.28	%

(1)Residential mortgage-backed and commercial mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity. The expected life will differ from contractual maturities because borrowers have the right to prepay the underlying loans.

Loans and Leases

Loans held for sale were $98.5 million at September 30, 2021, a net decrease of $26.4 million since December 31, 2020.

At September 30, 2021, loans totaled $32.5 billion, a decrease of $275.8 million, or by 1.1% on an annualized basis since December 31, 2020. Excluding SBA-PPP loans, total loans increased $1.0 billion, or by 4.6% on an annualized basis since December 31, 2020.

BancShares reports non-PCD and PCD loan portfolios separately, and the non-PCD portfolio is further divided into commercial and consumer segments. Non-PCD loans and leases were $32.1 billion at September 30, 2021 and $32.3 billion at December 31, 2020, representing 98.9% and 98.6% of total loans, respectively. PCD loans at September 30, 2021 were $373.3 million, compared to $462.9 million at December 31, 2020, representing 1.1% and 1.4% of total loans, respectively.

The discount related to acquired non-PCD loans and leases was $13.4 million and $19.5 million at September 30, 2021 and December 31, 2020, respectively. The discount related to PCD loans was $32.6 million and $45.3 million at September 30, 2021 and December 31, 2020, respectively.

During the three months ended September 30, 2021 and 2020, accretion income on purchased non-PCD loans and leases was $1.2 million and $2.8 million, respectively, while interest and accretion income on PCD loans was $10.8 million and $15.0 million, respectively. During the nine months ended September 30, 2021 and 2020, accretion income on purchased non-PCD loans and leases was $6.1 million and $7.8 million, respectively, while interest and accretion income on PCD loans was $34.5 million and $48.0 million, respectively

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Table 10

LOANS AND LEASES


(Dollars in thousands)	September 30, 2021		December 31, 2020
Commercial:
Construction and land development	$	1,247,680	$	985,424
Owner occupied commercial mortgage	11,625,554		11,165,012
Non-owner occupied commercial mortgage	3,002,928		2,987,689


Commercial and industrial and leases	5,266,266		5,013,644

SBA-PPP	1,086,917		2,406,291
Total commercial loans	22,229,345		22,558,060
Consumer:
Residential mortgage	5,701,346		5,561,686
Revolving mortgage	1,834,690		2,052,854
Construction and land development	391,768		348,123
Consumer auto	1,350,377		1,255,402
Consumer other	635,408		552,968

Total consumer loans	9,913,589		9,771,033
Total non-PCD loans and leases	32,142,934		32,329,093
PCD loans	373,255		462,882
Total loans and leases	32,516,189		32,791,975
Less allowance for credit losses	(183,194)		(224,314)
Net loans and leases	$	32,332,995	$	32,567,661

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses (“ACL”) was $183.2 million at September 30, 2021, representing a decrease of $41.1 million since December 31, 2020. The ACL as a percentage of total loans and leases was 0.56% at September 30, 2021, compared to 0.68% at December 31, 2020. The ACL as a percentage of loans and leases excluding SBA-PPP loans, which have no recorded ACL, was 0.58% at September 30, 2021, compared to 0.74% at December 31, 2020.

The ACL is calculated using a variety of factors, including, but not limited to, charge-off and recovery activity, loan growth, changes in macroeconomic factors, collateral type, estimated loan life and changes in credit quality. For the period ended September 30, 2021, the ACL change since December 31, 2020 was driven by continued strong credit performance, low net charge-offs, and improvement in macroeconomic factors. Forecasted economic conditions are developed using third party macroeconomic scenarios adjusted based on management’s expectations over a forecast period of two years. For most pools, we use a 12-month straight-line reversion period to historical averages for model inputs; however for the consumer other, consumer card and commercial card pools, immediate reversion to historical net loss rates is utilized. Significant macroeconomic factors used in estimating the expected losses include unemployment, gross domestic product, home price index and commercial real estate index. Our ACL forecast considers a range of economic scenarios from an upside scenario to a severely adverse scenario, but the September 30, 2021 ACL forecast was calculated using the consensus baseline scenario. This scenario showed improvements in the most significant economic factors compared to what was used to generate the December 31, 2020 ACL. These loss estimates were also influenced by our strong credit quality and low net charge-offs.

As of September 30, 2021, the consensus baseline forecast utilized the following significant inputs over the two-year reasonable and supportable forecast period:

Unemployment - Rates are expected to improve to below 4% through the end of 2022 and stabilizing into early 2023.

GDP Growth - Peak growth of just under 7% in the fourth quarter of 2021, decreasing to below 3% in 2022 and thereafter.

Home Pricing Index - Growth rates of over 7% declining to below 4% over the forecast period.

Commercial Real Estate Index - Small forecasted downturn through the first half of 2022 and then improving to over 6% into 2023.

At September 30, 2021, the ACL allocated to non-PCD loans and leases was $164.8 million, or 0.51% of non-PCD loans and leases, compared to $200.3 million, or 0.62%, at December 31, 2020. The decrease of 11 basis points since December 31, 2020 was primarily due to continued strong credit performance, low net charge-offs, and improvement in macroeconomic factors. The ACL as a percentage of non-PCD loans and leases excluding SBA-PPP loans was 0.53% at September 30, 2021 compared to 0.67% at December 31, 2020.

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At September 30, 2021, the ACL for PCD loans totaled $18.4 million compared to $24.0 million at December 31, 2020. The decrease was due to paydowns and the decline in the portfolio coupled with the impact of improved macroeconomic factors.

In the period ended September 30, 2021, the ACL on our commercial portfolio decreased $8.2 million, with the largest share of the decrease within commercial real estate. The ACL on the consumer portfolio decreased $27.4 million, with decreases across all portfolios with the largest change in residential mortgages. These portfolios were largely impacted by the improvement in macroeconomic factors.

Net charge-offs for loans and leases were $4.8 million during the third quarter of 2021, compared to $2.6 million during the third quarter of 2020. On an annualized basis, total net charge-offs as a percentage of total average loans and leases was 0.06% and 0.03% for the third quarter of 2021 and 2020, respectively. The impact of SBA-PPP loans on average loans balances did not affect the net charge-off ratio in either period.

Net charge-offs for loans and leases were $9.4 million during the nine months ended September 30, 2021, compared to $17.4 million during the same period of 2020. On an annualized basis, total net charge-offs as a percentage of total average loans and leases was 0.04% and 0.07% for the nine months ended September 30, 2021 and 2020, respectively. The impact of SBA-PPP loans on average loan balances did not have an impact on the net charge-off ratio for the nine months ended September 30, 2021. Excluding the impact of SBA-PPP loans on average loan balances, the net charge-off ratio was 0.08% for the nine months ended September 30, 2020.

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Table 11

ALLOWANCE FOR CREDIT LOSSES


	Three months ended September 30, 2021
(Dollars in thousands)	Commercial			Consumer			PCD			Total
Allowance for credit losses:
Balance at July 1	$	76,082		$	94,272		$	18,740		$	189,094
Provision (credit)	975			(223)			(1,872)			(1,120)

Charge-offs	(5,967)			(4,307)			(799)			(11,073)
Recoveries	1,594			2,330			2,369			6,293
Balance at September 30	$	72,684		$	92,072		$	18,438		$	183,194
Percent of loans in each category to total loans	68.4		%	30.5		%	1.2		%	100.0		%
Annualized net charge-off ratio	0.08		%	0.08		%	(0.55)		%	0.06		%
Net charge-offs	$	4,373		$	1,977		$	(1,570)		$	4,780
Average loans	22,331,889			9,891,071			384,673			32,607,633

	Three months ended September 30, 2020
(Dollars in thousands)	Commercial			Consumer			PCD			Total
Balance at July 1	$	76,177		$	119,345		$	26,928		$	222,450
Provision (credit)	4,793			1,874			(2,625)			4,042

Charge-offs	(3,328)			(5,109)			(495)			(8,932)
Recoveries	2,338			2,719			1,319			6,376
Balance at September 30	$	79,980		$	118,829		$	25,127		$	223,936
Percent of loans in each category to total loans	68.9		%	29.6		%	1.5		%	100.0		%
Annualized net charge-off ratio	0.02		%	0.10		%	(0.21)		%	0.03		%
Net charge-offs	$	990		$	2,390		$	(824)		$	2,556
Average loans	22,361,650			9,703,434			512,559			32,577,643

	Nine months ended September 30, 2021
(Dollars in thousands)	Commercial			Consumer			PCD			Total
Balance at January 1	$	80,842		$	119,485		$	23,987		$	224,314
Provision (credit)	332			(23,208)			(8,821)			(31,697)
Initial allowance on PCD loans	—			—			—			—
Charge-offs	(12,342)			(12,804)			(2,018)			(27,164)
Recoveries	3,852			8,599			5,290			17,741
Balance at September 30	$	72,684		$	92,072		$	18,438		$	183,194
Percent of loans in each category to total loans	68.4		%	30.5		%	1.2		%	100.0		%
Annualized net charge-off ratio	0.05		%	0.06		%	(1.05)		%	0.04		%
Net charge-offs	$	8,490		$	4,205		$	(3,272)		$	9,423
Average loans	22,680,602			9,773,946			417,536			32,872,084

	Nine months ended September 30, 2020
(Dollars in thousands)	Commercial			Consumer			PCD			Total
Balance at December 31	$	142,369		$	75,236		$	7,536		$	225,141
Adoption of ASC 326	(87,554)			30,629			19,001			(37,924)
Balance at January 1	54,815			105,865			26,537			187,217
Provision (credit)	32,854			25,066			(4,971)			52,949
Initial allowance on PCD loans	—			—			1,193			1,193
Charge-offs	(12,712)			(19,535)			(3,010)			(35,257)
Recoveries	5,023			7,433			5,378			17,834
Balance at September 30	$	79,980		$	118,829		$	25,127		$	223,936
Percent of loans in each category to total loans	68.9		%	29.6		%	1.5		%	100.0		%
Annualized net charge-off ratio	0.05		%	0.16		%	(0.60)		%	0.07		%
Net charge-offs	$	7,689		$	12,102		$	(2,368)		$	17,423
Average loans	20,687,348			9,838,064			529,819			31,055,231

The reserve for unfunded loan commitments was $11.5 million and $12.8 million at September 30, 2021 and December 31, 2020, respectively.

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Table 12

ALLOWANCE FOR CREDIT LOSSES RATIOS


(Dollars in thousands)	September 30, 2021			December 31, 2020
Allowance for credit losses to total loans and leases(1):	0.56		%	0.68		%
Allowance for credit losses	$	183,194		$	224,314
Total loans and leases	32,516,189			32,791,975
Allowance for credit losses to non-PCD loans and leases(1):	0.51		%	0.62		%
Allowance for credit losses on non-PCD loans and leases	$	164,756		$	200,327
Total non-PCD loans and leases	32,142,934			32,329,093
Allowance for credit losses to PCD loans:	4.94		%	5.18		%
Allowance for credit losses on PCD loans	$	18,438		$	23,987
Total PCD loans	373,255			462,882



















(1) Loans originated in relation to the SBA-PPP ($1.1 billion as of September 30, 2021 and $2.4 billion as of December 31, 2020) do not have a recorded ACL. As of September 30, 2021, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans was 0.53% while the ratio of ACL to total loans excluding SBA-PPP loans was 0.58%. As of December 31, 2020, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans was 0.67% while the ratio of ACL to total loans excluding SBA-PPP loans is 0.74%.

NONPERFORMING ASSETS

Nonperforming assets include nonaccrual loans and leases and other real estate owned (“OREO”). At September 30, 2021, BancShares’ nonperforming assets totaled $204.4 million, a decrease of $37.9 million since December 31, 2020.

Nonaccrual loans and leases at September 30, 2021 were $163.8 million, reflecting a decrease of $27.7 million since December 31, 2020. Nonaccrual loans and leases as a percentage of total loans and leases was 0.50% and 0.58% at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021, OREO totaled $40.6 million, representing a decrease of $10.2 million since December 31, 2020. Nonperforming assets as a percentage of total loans, leases and OREO was 0.63% as of September 30, 2021 compared to 0.74% as of December 31, 2020.

Table 13

NONPERFORMING ASSETS


	2021									2020
	Third			Second			First			Fourth			Third
(Dollars in thousands)	Quarter			Quarter			Quarter			Quarter			Quarter
Nonaccrual loans and leases:
Non-PCD	$	118,737		$	136,530		$	141,369		$	136,544		$	130,927
PCD	45,038			50,934			53,165			54,939			55,527
Total nonaccrual loans and leases	163,775			187,464			194,534			191,483			186,454
Other real estate owned	40,649			43,685			48,512			50,890			52,789
Total nonperforming assets	$	204,424		$	231,149		$	243,046		$	242,373		$	239,243

Accruing loans and leases 90 days or more past due
Non-PCD	$	3,827		$	3,413		$	5,945		$	5,507		$	3,587
PCD	1,787			363			1,432			355			—

Ratio of total nonperforming assets to total loans, leases and other real estate owned	0.63		%	0.71		%	0.73		%	0.74		%	0.73		%
Ratio of nonaccrual loans and leases to total loans and leases	0.50			0.57			0.59			0.58			0.57
Ratio of allowance for credit losses to nonaccrual loans and leases	111.9			100.9			108.3			117.1			120.1

TROUBLED DEBT RESTRUCTURINGS

We selectively agree to modify existing loan terms to provide relief to customers who are experiencing financial difficulties or other circumstances that could affect their ability to meet debt obligations. Typical modifications include short-term deferral of interest or modification of payment terms. Troubled debt restructurings (“TDRs”) not accruing interest at the time of restructure are included as nonperforming loans. TDRs accruing at the time of restructure and continuing to perform based on the restructured terms are considered performing loans.

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Table 14

TROUBLED DEBT RESTRUCTURINGS


(Dollars in thousands)	September 30, 2021		December 31, 2020
Accruing TDRs:
Non-PCD	$	122,810	$	139,747
PCD	29,207		17,617
Total accruing TDRs	152,017		157,364
Nonaccruing TDRs:
Non-PCD	48,593		43,470
PCD	12,365		7,346
Total nonaccruing TDRs	60,958		50,816
All TDRs:
Non-PCD	171,403		183,217
PCD	41,572		24,963
Total TDRs	$	212,975	$	208,180

INTEREST-BEARING LIABILITIES

Interest-bearing liabilities include interest-bearing deposits, securities sold under customer repurchase agreements, FHLB borrowings, subordinated debt, and other borrowings. Interest-bearing liabilities totaled $30.4 billion at September 30, 2021, compared to $27.3 billion at December 31, 2020. The increase was mostly due to an increase of $3.1 billion in interest-bearing deposits.

Deposits

We strive to maintain a strong liquidity position, and therefore a focus on core deposit retention remains a key business objective. We believe traditional bank deposit products remain an attractive option for many customers, as evidenced by the significant deposit growth the industry has experienced over the past 18 months. As economic conditions improve, we recognize that our liquidity position could be adversely affected as bank deposits are withdrawn. Our ability to fund future loan growth is significantly dependent on our success at retaining existing deposits and generating new deposits at a reasonable cost.

At September 30, 2021, total deposits were $50.1 billion, an increase of $6.6 billion, representing annualized growth of 20.4% since December 31, 2020, driven by organic growth.

Table 15

DEPOSITS


(Dollars in thousands)	September 30, 2021		December 31, 2020
Demand	$	21,514,407	$	18,014,029
Checking with interest	11,768,943		10,591,687
Money market	10,145,752		8,632,713
Savings	4,063,092		3,304,167
Time	2,573,568		2,889,013
Total deposits	$	50,065,762	$	43,431,609

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Borrowings

Total borrowings were relatively unchanged, totaling $1.9 billion at September 30, 2021 and December 31, 2020.

Table 16

BORROWINGS


(Dollars in thousands)	September 30, 2021		December 31, 2020
Securities sold under customer repurchase agreements	$	663,575	$	641,487

Federal Home Loan Bank borrowings	645,663		655,175
Subordinated debt
SCB Capital Trust I	9,808		9,779
FCB/SC Capital Trust II	17,764		17,664
FCB/NC Capital Trust III	88,145		88,145
Macon Capital Trust I	14,433		14,433
3.375 % Fixed-to-Floating Rate Subordinated Notes due 2030	347,163		346,541
Other subordinated debt	20,114		27,956
Total subordinated debt	497,427		504,518
Other borrowings	76,139		88,470
Total borrowings	$	1,882,804	$	1,889,650

BancShares owns four special purpose entities – SCB Capital Trust I, FCB/SC Capital Trust II, FCB/NC Capital Trust III and Macon Capital Trust I (the “Trusts”), which mature in 2034, 2034, 2036, and 2034, respectively. Subordinated debt included junior subordinated debentures representing obligations to the Trusts, which may be redeemed at par in whole or in part at any time. BancShares has guaranteed all obligations of the Trusts.

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

The table below shows Class A common stock repurchase activity for the three and nine months ended September 30, 2021 and 2020. All Class A common stock repurchases completed in 2020 were consummated under previously approved authorizations. There were no repurchases of Class B common stock or the preferred stock during the three and nine months ended September 30, 2021 or 2020.

Table 17

CLASS A COMMON STOCK REPURCHASE ACTIVITY


	Three months ended September 30				Nine months ended September 30
(Dollars in thousands, expect per share data)	2021		2020		2021		2020
Number of shares repurchased	—		117,700		—		813,090
Total cost	$	—	$	47,060	$	—	$	333,756
Average price per share	$	—	$	399.82	$	—	$	410.48

Upon expiration of the most recent authorization on July 31, 2020, share repurchase activity ended and will be reevaluated in subsequent periods.

We are committed to effectively managing our capital to protect our depositors, creditors and shareholders. We continually monitor the capital levels and ratios for BancShares and FCB to ensure they exceed the minimum requirements imposed by regulatory authorities and to ensure they are appropriate given growth projections, risk profile and potential changes in the regulatory or external environment. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our consolidated financial statements.

In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the unrealized gains and losses on certain assets and liabilities, net of deferred taxes, are included in accumulated other comprehensive loss within shareholders’ equity. These amounts are excluded from shareholders’ equity in the calculation of our capital ratios under current regulatory guidelines.

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Table 18

ANALYSIS OF CAPITAL ADEQUACY


	Requirements to be well-capitalized		September 30, 2021				December 31, 2020
(Dollars in thousands)			Amount		Ratio		Amount		Ratio
BancShares
Risk-based capital ratios
Total risk-based capital	10.00	%	$	4,944,822	14.30	%	$	4,577,212	13.81	%
Tier 1 risk-based capital	8.00		4,260,729		12.32		3,856,086		11.63
Common equity Tier 1	6.50		3,920,792		11.34		3,516,149		10.61
Tier 1 leverage ratio	5.00		4,260,729		7.68		3,856,086		7.86

FCB
Risk-based capital ratios
Total risk-based capital	10.00	%	$	4,811,214	13.93	%	$	4,543,496	13.72	%
Tier 1 risk-based capital	8.00		4,581,621		13.26		4,276,870		12.92
Common equity Tier 1	6.50		4,581,621		13.26		4,276,870		12.92
Tier 1 leverage ratio	5.00		4,581,621		8.27		4,276,870		8.72

As of September 30, 2021, BancShares and FCB continued to exceed minimum capital standards and remained well-capitalized under Basel III guidelines. Trust preferred capital securities continue to be a component of total risk-based capital.

BancShares and FCB had capital conservation buffers of 6.30% and 5.93%, respectively, at September 30, 2021, and resulted in no limit on distributions.

RISK MANAGEMENT

Risk is inherent in any business. BancShares has defined a moderate risk appetite, a conservative approach to risk taking, with a philosophy that does not preclude higher risk business activities balanced with acceptable returns while meeting regulatory objectives. Through the comprehensive Enterprise Risk Management Framework and Risk Appetite Framework, senior management has primary responsibility for day-to-day management of the risks we face with accountability of and support from all associates. Senior management applies various strategies to reduce the risks to which BancShares activities may be exposed, with effective challenge and oversight by management committees. In addition, the Board of Directors strives to ensure that the business culture is integrated with the enterprise risk management program and that policies, procedures and metrics for identifying, assessing, measuring, monitoring and managing risk are part of the decision-making process. The Board of Directors’ role in risk oversight is an integral part of our overall Enterprise Risk Management Framework and Risk Appetite Framework. The Board of Directors administers its risk oversight function primarily through the Board Risk Committee.

The Board Risk Committee structure is designed to allow for information flow, effective challenge and timely escalation of risk-related issues. The Board Risk Committee is directed to monitor and advise the Board of Directors regarding risk exposures, including credit, market, capital, liquidity, operational, compliance, strategic and reputational risks; review, approve, and monitor adherence to the risk appetite and supporting risk tolerance levels via a series of established metrics; and evaluate, monitor and oversee the adequacy and effectiveness of the Risk Management Framework and Risk Appetite Framework. The Board Risk Committee also reviews: reports of examination by and communications from regulatory agencies; the results of internal and third party testing and qualitative and quantitative assessments related to risk management; and any other matters within the scope of the Committee’s oversight responsibilities. The Board Risk Committee monitors management’s response to certain risk-related regulatory and audit issues. In addition, the Board Risk Committee may coordinate with the Audit Committee and the Compensation, Nominations and Governance Committee for the review of financial statements and related risks, information security and other areas of joint responsibility.

In combination with other risk management and monitoring practices, enterprise-wide stress testing activities are part of the Risk Management Framework and conducted within a defined framework. Stress tests are performed for various risks to ensure the financial institution can support continued operations during stressed periods.

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Credit risk management

Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and certain investment securities. Loans and leases we originate are underwritten in accordance with our credit policies and procedures and are subject to periodic ongoing reviews. Acquired loans, regardless of whether PCD or non-PCD, are recorded at fair value as of the acquisition date and are subject to periodic reviews to identify any further credit deterioration. Our independent credit review function conducts risk reviews and analyses of both originated and acquired loans to ensure compliance with credit policies and to monitor asset quality trends and borrower financial strength. These reviews include portfolio analysis by geographic location, industry, collateral type and product. We strive to identify potential problem loans as early as possible, to record charge-offs or write-downs as appropriate and to maintain an adequate ACL that accounts for expected credit losses in the loan and lease portfolio.

We continue to actively monitor our loan portfolio for areas of increased risk as a result of the COVID-19 pandemic and to date have not seen any significant declines in credit quality. Through September 30, 2021, over 99% of all COVID-19 related loan extensions have begun repayment.

Additionally, we participated in both rounds of funding in the SBA-PPP program, which provided much needed funds to our existing small business customers. At September 30, 2021, BancShares had $1.1 billion in SBA-PPP loans outstanding.

Interest rate risk management

Interest rate risk (“IRR”) results principally from: assets and liabilities maturing or repricing at different points in time, assets and liabilities repricing at the same point in time but in different amounts, and short-term and long-term interest rates changing in different magnitudes.

We assess our short-term IRR by forecasting net interest income over 24 months under various interest rate scenarios and comparing those results to forecasted net interest income, assuming stable rates. IRR scenarios modeled include, but are not limited to, immediate, parallel rate shocks, interest rate ramps, changes in the shape of the yield curve and changes in the relationships of our rates to market rates. Market interest rates have increased since year-end, driven by improving economic conditions.

Table 19 provides the impact on net interest income over 24 months resulting from various instantaneous interest rate shock scenarios as of September 30, 2021 and December 31, 2020.

Table 19

NET INTEREST INCOME SENSITIVITY ANALYSIS


	Estimated percentage (decrease) increase in net interest income
Change in interest rate (basis points)	September 30, 2021		December 31, 2020
-100	(6.94)	%	(6.24)	%
+100	7.42		8.09
+200	15.41		14.57

Net interest income sensitivity metrics as of September 30, 2021 remain largely unchanged when compared to December 31, 2020.

Long-term interest rate risk exposure is measured using the economic value of equity (“EVE”) sensitivity analysis to study the impact of long-term cash flows on earnings and capital. EVE represents the difference between the sum of the present value of all asset cash flows and the sum of the present value of the liability cash flows. EVE sensitivity analysis involves discounting cash flows of balance sheet items under different interest rate scenarios. Cash flows will vary by interest rate scenario, resulting in variations in EVE. The base-case measurement and its sensitivity to shifts in the yield curve allow management to measure longer-term repricing and option risk in the balance sheet.

Table 20 presents the EVE profile as of September 30, 2021 and December 31, 2020.

Table 20

ECONOMIC VALUE OF EQUITY MODELING ANALYSIS


	Estimated percentage (decrease) increase in EVE
Change in interest rate (basis points)	September 30, 2021		December 31, 2020
-100	(15.09)	%	(21.20)	%
+100	8.32		12.18
+200	8.77		15.71

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The economic value of equity metrics at September 30, 2021 compared to December 31, 2020 were primarily affected by ongoing growth in non-maturity deposits during 2021, coupled with higher market interest rates. We do not typically utilize interest rate swaps, floors, collars or other derivative financial instruments to hedge our overall balance sheet interest rate sensitivity and risk.

LIBOR Transition

In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (“LIBOR”). Subsequent announcements have delayed the potential date for certain LIBOR tenors until June 30, 2023.

We continue to transition away from LIBOR in order to cease issuance of loans indexed to LIBOR by December 31, 2021. Conforming and nonconforming adjustable rate mortgage originations transitioned to alternative rates in 2020. The Alternative Reference Rates Committee has proposed the Secured Overnight Financing Rate (“SOFR”) as the preferred alternative to LIBOR. We have introduced SOFR as an alternative rate for other business lines in mid-2021. We do not expect a material financial impact to BancShares or our customers from this transition.

Liquidity risk management

Liquidity risk is the risk that an institution will be unable to generate or obtain sufficient cash or its equivalents on a cost-effective basis to meet commitments as they fall due. The most common sources of liquidity risk arise from mismatches in the timing and value of on-balance sheet and off-balance sheet cash inflows and outflows. In general, on-balance sheet mismatches generate liquidity risk when the effective maturity of assets exceeds the effective maturity of liabilities. A commonly cited example of a balance sheet liquidity mismatch is when long-term loans (assets) are funded with short-term borrowings (liabilities). Other forms of liquidity risk include market constraints on the ability to convert assets into cash at expected levels, an inability to access funding sources at sufficient levels at a reasonable cost, and changes in economic conditions or exposure to credit, market, operational, legal and reputation risks that can affect an institution’s liquidity risk profile.

We utilize various limit-based measures to monitor, measure and control three different categories of liquidity risk:

•Tactical - Measures the risk of a negative cash flow position whereby cash outflows exceed cash inflows over a short-term horizon out to nine weeks;

•Structural - Measures the amount by which illiquid assets are supported by long-term funding; and

•Contingent - Measures the risk of having insufficient liquidity sources to support cash needs under potential future stressed market conditions or having an inability to access wholesale funding sources in a timely and cost effective manner.

We aim to maintain a diverse mix of liquidity sources to support the liquidity management function, while aiming to avoid funding concentrations by diversifying our external funding with respect to maturities, counterparties and nature. Our primary funding source is our branch-generated retail deposit portfolio due to the generally stable balances and low cost. Sources of liquidity include cash in excess of our reserve requirement at the Federal Reserve Bank, and various other corresponding bank accounts and unencumbered securities, which totaled $15.1 billion at September 30, 2021 compared to $9.6 billion at December 31, 2020. Another source of available funds is advances from the FHLB of Atlanta. Outstanding FHLB advances were $645.7 million as of September 30, 2021, and we had sufficient collateral pledged to secure $8.5 billion of additional borrowings from the FHLB of Atlanta. Also, at September 30, 2021, $4.6 billion in non-PCD loans with a lendable collateral value of $3.8 billion were used to create additional borrowing capacity at the Federal Reserve Bank. We also maintain Federal Funds lines and other credit lines, which had $556.0 million of available capacity at September 30, 2021.

OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, we are a party to certain financial instruments with off-balance sheet risk, which we enter into in order to meet the financing needs of our customers. These off-balance sheet instruments include commitments to extend credit and standby letters of credit. For more information on these commitments, see Note N - Commitments and Contingencies to our consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES

There have been no significant changes in our Critical Accounting Estimates as described in our 2020 Annual Report.

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FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q and Exhibits relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors which include, but are not limited to, factors discussed in our 2020 Annual Report and in other documents filed by us from time to time with the Securities and Exchange Commission.

Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “projects,” “potential” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of BancShares’ management about future events.

Factors that could influence the accuracy of those forward-looking statements include, but are not limited to, risks, uncertainties and other factors relating to our announced merger with CIT through a series of merger transactions, including the ability to obtain the remaining regulatory approvals and meet other closing conditions to the Transaction, and delay in closing the Transaction, as well as risks, uncertainties and other factors relating to the impact of COVID-19 on our business and the economy, the financial success or changing strategies of our customers, customer acceptance of our services, products and fee structure, the competitive nature of the financial services industry, our ability to compete effectively against other financial institutions in our banking markets, actions of government regulators, the level of market interest rates and our ability to manage our interest rate risk, changes in general economic conditions that affect our loan and lease portfolio, the abilities of our borrowers to repay their loans and leases, the values of real estate and other collateral, the impact of our prior acquisitions, the risks discussed in Part I, Item 1A. Risk Factors of our 2020 Annual Report and other developments or changes in our business that we do not expect. Actual results may differ materially from those expressed in or implied by any forward-looking statements.

Except to the extent required by applicable law or regulation, BancShares undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential economic loss resulting from changes in market prices and interest rates. This risk can either result in diminished current fair values of financial instruments or reduced net interest income in future periods. See the sections entitled “Risk Management” and “Results of Operations” within Item 2. Management’s Discussion and Analysis of Financial Condition of this Quarterly Report for discussion of changes, which are incorporated herein by reference. Changes in fair value that result from movement in market rates cannot be predicted with any degree of certainty. Therefore, the impact that future changes in market rates will have on the fair values of financial instruments is uncertain.

Item 4. Controls and Procedures

BancShares’ management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of BancShares’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report, in accordance with Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, as of the end of the period covered by this report, the Chief Executive Officer and the Chief Financial Officer concluded that BancShares’ disclosure controls and procedures were effective to provide reasonable assurance that it is able to record, process, summarize and report in a timely manner the information required to be disclosed in the reports it files under the Exchange Act.

No changes in BancShares’ internal control over financial reporting occurred during the third quarter of 2021 that have materially affected, or are reasonably likely to materially affect, BancShares’ internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

BancShares and various subsidiaries have been named as defendants in various legal actions arising from our normal business activities in which damages in various amounts were claimed. Although the amount of any ultimate liability with respect to those matters cannot be determined, in the opinion of management, no legal actions currently exist that are expected to have a material effect on BancShares’ consolidated financial statements. Additional information relating to legal proceedings is set forth in Note N - Commitments and Contingencies, which information is incorporated by reference into this item.

Item 1A. Risk Factors

There have been no material changes from risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2020. The risks described may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that are currently considered to not be material also may materially adversely affect our business, financial condition and/or operating results.

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Item 6. Exhibits




2.1			Amendment No. 1, dated September 30, 2021, to the Agreement and Plan of Merger dated October 15, 2020 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated September 30, 2021 )

31.1			Certification of Chief Executive Officer (filed herewith)

31.2			Certification of Chief Financial Officer (filed herewith)

32.1			Certification of Chief Executive Officer (filed herewith)

32.2			Certification of Chief Financial Officer (filed herewith)

101.INS			Inline XBRL Instance Document (filed herewith)

101.SCH			Inline XBRL Taxonomy Extension Schema (filed herewith)

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase (filed herewith)

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

104			Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

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SIGNATURES

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

Date:

November 2, 2021

FIRST CITIZENS BANCSHARES, INC.

(Registrant)

By:

/s/ CRAIG L. NIX

Craig L. Nix

Chief Financial Officer