FIRST CITIZENS BANCSHARES INC /DE/ 10-Q

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. In recent months, COVID-19 vaccines have been approved and are now generally available for use in the United States and certain other countries, however, we cannot predict how widely utilized they will be or whether 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 did observe general declines in the level of economic uncertainty and stabilization of macroeconomic forecasts during the first half of 2021. In recent weeks, we have seen an uptick in the number of new cases, although the absolute level of these new cases is significantly below the levels witnessed at the height of the pandemic. 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 second 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 COVID-19, but maintained that the recovery is incomplete and economic risks remain. The FOMC expects to maintain this target range, but could see rate hikes in 2023 and possibly earlier. 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. During the second quarter of 2021, we completed the second round of funding, which resulted in the origination of approximately 12,000 SBA-PPP loans totaling $1.2 billion. We recorded $27.2 million of interest and fee income related to SBA-PPP loans for the quarter. As of June 30, 2021, remaining net deferred fees on SBA-PPP loans were $54.9 million. With respect to the first round of SBA-PPP, we began accepting and processing applications for forgiveness during the third quarter of 2020. We have received approximately 20,000 forgiveness decisions from the SBA to date, representing over $2.6 billion in forgiveness payments. We originated approximately 23,000 loans during round one totaling $3.2 billion. 35 Table of Contents Table 1 SBA-PPP LOAN FORGIVENESS STATUS (Dollars in thousands) Round One Forgiveness Status at June 30, 2021 $ of Loans % of Round One Total Received by FCB $ 2,933,046 91.3 % Submitted to SBA 2,842,312 88.5 Approved by SBA 2,767,706 86.2 Funds Received 2,642,638 82.3 Through June 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 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 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”). Completion of the proposed merger remains subject to approval from the Board of Governors of the Federal Reserve System and closing is expected in the third quarter, subject to such approval and the satisfaction or waiver of other customary closing conditions. 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. 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. 36 Table of Contents FINANCIAL PERFORMANCE SUMMARY Second Quarter Highlights • Net income for the second quarter of 2021 was $152.8 million, a decrease of $1.0 million, or 0.6% compared to the same quarter in 2020. Net income available to common shareholders totaled $148.2 million for the second quarter of 2021. Net income per common share increased $0.35, or 2.4%, to $15.09 in the second quarter of 2021, from $14.74 per share during the comparable quarter in 2020. • Return on average assets for the second quarter of 2021 was 1.13%, down from 1.36% in the second quarter of 2020. Return on average equity for the second quarter of 2021 was 14.64%, down from 16.43% during the comparable quarter of 2020. • Net interest income was $346.4 million for the second quarter of 2021, an increase of $9.0 million, or 2.7% compared to the same quarter in 2020. This was primarily due to lower rates paid on interest-bearing deposits, interest and fee income on SBA-PPP loans, and organic loan growth, partially offset by a decline in the yield on interest-earning assets. SBA-PPP loans contributed $27.2 million in interest and fee income for the second quarter of 2021 compared to $19.0 million in the same quarter of 2020. The taxable-equivalent net interest margin (“NIM”) was 2.68% for the second quarter of 2021, a decrease of 46 basis points from 3.14% for the second quarter in 2020. • Provision for credit losses was a benefit of $19.6 million for the second quarter of 2021 compared to $20.6 million in expense for the same quarter in 2020. The net charge-off ratio was 0.02% for the second quarter of 2021, down from 0.03% for the first quarter of 2021 and 0.09% for the second quarter of 2020. • Noninterest income was $134.2 million for the second quarter of 2021, a decrease of $31.3 million, or 18.9%, compared to $165.4 million for the same quarter of 2020. • Noninterest expense was $301.6 million for the second quarter of 2021, an increase of $9.9 million or by 3.4% compared to the same quarter of 2020. • The allowance for credit losses was $189.1 million at June 30, 2021, compared to $210.7 million at March 31, 2021. The $21.6 million change was due primarily to a reserve release for the three months ended June 30, 2021 driven by continued improvement in macroeconomic factors, strong credit performance, and low net charge-offs. • Total loans were $32.7 billion as of June 30, 2021, a decrease of $491.2 million, or by 5.9% on an annualized basis, since March 31, 2021. Excluding loans originated under the SBA-PPP, total loans increased $605.6 million, or by 8.0% on an annualized basis, since March 31, 2020. • Total deposits grew to $48.4 billion, an increase of $1.1 billion, or by 9.1% on an annualized basis, since March 31, 2021. • At June 30, 2021, BancShares remained “well capitalized” as defined by regulatory standards with a total risk-based capital ratio of 14.2%, a Tier 1 risk-based capital of 12.1%, a common equity Tier 1 ratio of 11.1% and a leverage ratio of 7.7%. 37 Table of Contents Year to Date Highlights • Net income for the six months ended June 30, 2021 totaled $300.1 million, an increase of $89.1 million, or 42.3% compared to the same period in 2020. Net income available to common shareholders totaled $290.8 million. Earnings per share increased $9.59, or 47.9%, to $29.63 for the six months ended June 30, 2021, from $20.04 during the comparable period in 2020. • Return on average assets for the six months ended June 30, 2021 was 1.14%, up 16 basis points compared to the same period in 2020. Return on average equity for the six months ended June 30, 2021 was 14.67%, up 328 basis points compared to the same period in 2020. • Net interest income for the six months ended June 30, 2021, was $686.0 million, an increase of $10.3 million, or 1.5% compared to the same period of 2020. This was primarily due to lower rates paid on interest-bearing deposits, an increase in interest and fee income on SBA-PPP loans, and organic loan growth, partially offset by a decline in the yield on interest-earning assets. SBA-PPP loans contributed $58.1 million in interest and fee income for the six months ended June 30, 2021 compared to $19.0 million in the comparable period in 2020. The taxable-equivalent NIM was 2.74% for the six months ended June 30, 2021, a decrease of 59 basis points from 3.33% during the comparable period of 2020. • Provision for credit losses was a benefit of $30.6 million for the six months ended June 30, 2021, compared to $48.9 million in expense for the same period in 2020. The net charge-off ratio was 0.03% for the six months ended June 30, 2021, a 7 basis point decrease compared to the same period of 2020. • Noninterest income was $270.8 million for the six months ended June 30, 2021, an increase of $41.4 million, or 18.0%, compared to $229.4 million for the same quarter of 2020. • Noninterest expense was $597.5 million for the six months ended June 30 2021, an increase of $5.9 million or by 1.0% compared to the same quarter of 2020. • The allowance for credit losses was $189.1 million at June 30, 2021, compared to $224.3 million at December 31, 2020. The $35.2 million change was due primarily to a reserve release for the six months ended June 30, 2021 driven by continued improvement in macroeconomic factors, strong credit performance, and low net charge-offs. • Total loans grew to $32.7 billion, a decrease of $102.3 million since December 31, 2020. Excluding SBA-PPP loans, total loans increased $604.7 million, or by 3.7% on an annualized basis, since December 31, 2020. • Total deposits grew to $48.4 billion, an increase of $5.0 billion since December 31, 2020 or by 23.1% on an annualized basis driven by organic growth and the effects of government stimulus. 38 Table of Contents Table 2 SELECTED QUARTERLY DATA 2021 2020 Six months ended June 30 Second First Fourth Third Second (Dollars in thousands, except share data) Quarter Quarter Quarter Quarter Quarter 2021 2020 SUMMARY OF OPERATIONS Interest income $ 361,825 $ 355,323 $ 376,876 $ 374,334 $ 363,257 $ 717,148 $ 732,816 Interest expense 15,432 15,671 18,160 20,675 25,863 31,103 57,022 Net interest income 346,393 339,652 358,716 353,659 337,394 686,045 675,794 Provision (credit) for credit losses (19,603) (10,974) 5,403 4,042 20,552 (30,577) 48,907 Net interest income after provision for credit losses 365,996 350,626 353,313 349,617 316,842 716,622 626,887 Noninterest income 134,150 136,649 126,765 120,572 165,402 270,799 229,413 Noninterest expense 301,578 295,926 305,373 291,662 291,679 597,504 591,650 Income before income taxes 198,568 191,349 174,705 178,527 190,565 389,917 264,650 Income taxes 45,780 44,033 36,621 35,843 36,779 89,813 53,695 Net income 152,788 147,316 138,084 142,684 153,786 300,104 210,955 Net income available to common shareholders $ 148,152 $ 142,680 $ 133,448 $ 138,048 $ 148,996 $ 290,832 $ 206,165 Net interest income, taxable equivalent $ 347,035 $ 340,271 $ 359,370 $ 354,256 $ 337,965 $ 687,306 $ 677,139 PER COMMON SHARE DATA Net income $ 15.09 $ 14.53 $ 13.59 $ 14.03 $ 14.74 $ 29.63 $ 20.04 Cash dividends on common shares 0.47 0.47 0.47 0.40 0.40 0.94 0.80 Market price at period end (Class A) 832.74 835.77 574.27 318.78 405.02 832.74 405.02 Book value per share at period-end 421.39 405.59 396.21 380.43 367.57 421.39 367.57 SELECTED QUARTERLY AVERAGE BALANCES Total assets $ 54,399,331 $ 51,409,634 $ 49,557,803 $ 48,262,155 $ 45,553,502 $ 52,912,741 $ 43,101,154 Investment securities 10,534,348 9,757,650 9,889,124 9,930,197 8,928,467 10,148,144 8,190,813 Loans and leases (1) 33,166,049 33,086,656 32,964,390 32,694,996 31,635,958 33,126,572 30,367,030 Interest-earning assets 51,519,684 48,715,279 46,922,823 45,617,376 42,795,781 50,125,228 40,400,061 Deposits 47,751,103 44,858,198 43,123,312 41,905,844 39,146,415 46,312,642 36,948,238 Interest-bearing liabilities 28,909,320 27,898,525 26,401,222 25,591,707 24,407,285 28,406,714 23,780,042 Securities sold under customer repurchase agreements 677,451 641,236 684,311 710,237 659,244 659,444 566,737 Other short-term borrowings — — — — 45,549 — 101,654 Long-term borrowings 1,227,755 1,235,576 1,250,682 1,256,331 1,275,928 1,231,643 1,118,042 Common shareholders' equity 4,058,236 3,935,267 3,786,158 3,679,138 3,648,284 3,996,751 3,637,129 Shareholders’ equity $ 4,398,173 $ 4,275,204 $ 4,126,095 $ 4,019,075 $ 3,988,225 $ 4,336,688 $ 3,835,430 Common shares outstanding 9,816,405 9,816,405 9,816,405 9,836,629 10,105,520 9,816,405 10,289,320 SELECTED QUARTER-END BALANCES Total assets $ 55,175,318 $ 53,908,606 $ 49,957,680 $ 48,666,873 $ 47,866,194 $ 55,175,318 $ 47,866,194 Investment securities 10,894,227 10,222,107 9,922,905 9,860,594 9,508,476 10,894,227 9,508,476 Loans and leases 32,689,652 33,180,851 32,791,975 32,845,144 32,418,425 32,689,652 32,418,425 Deposits 48,410,596 47,330,997 43,431,609 42,250,606 41,479,245 48,410,596 41,479,245 Securities sold under customer repurchase agreements 692,604 680,705 641,487 693,889 740,276 692,604 740,276 Other short-term borrowings — — — — — — — Long-term borrowings 1,224,488 1,230,326 1,248,163 1,252,016 1,258,719 1,224,488 1,258,719 Shareholders’ equity $ 4,476,490 $ 4,321,400 $ 4,229,268 $ 4,074,414 $ 3,991,444 $ 4,476,490 $ 3,991,444 Common shares outstanding 9,816,405 9,816,405 9,816,405 9,816,405 9,934,105 9,816,405 9,934,105 SELECTED RATIOS AND OTHER DATA Return on average assets (annualized) 1.13 % 1.16 % 1.11 % 1.18 % 1.36 % 1.14 % 0.98 % Return on average common shareholders’ equity (annualized) 14.64 14.70 14.02 14.93 16.43 14.67 11.40 Net yield on interest-earning assets (taxable equivalent) 2.68 2.80 3.02 3.06 3.14 2.74 3.33 Net charge-offs to average loans and leases (annualized) 0.02 0.03 0.06 0.03 0.09 0.03 0.10 Allowance for credit losses to total loans and leases (2) : PCD 4.73 5.30 5.18 5.07 5.07 4.73 5.07 Non-PCD 0.53 0.57 0.62 0.61 0.61 0.53 0.61 Total 0.58 0.63 0.68 0.68 0.69 0.58 0.69 Ratio of total nonperforming assets to total loans, leases and other real estate owned 0.71 0.73 0.74 0.73 0.77 0.71 0.77 Total risk-based capital ratio 14.15 14.14 13.81 13.70 13.63 14.15 13.63 Tier 1 risk-based capital ratio 12.13 12.02 11.63 11.48 11.38 12.13 11.38 Common equity Tier 1 ratio 11.14 11.00 10.61 10.43 10.32 11.14 10.32 Tier 1 leverage capital ratio 7.67 7.84 7.86 7.80 8.07 7.67 8.07 Dividend payout ratio 3.11 3.23 3.46 2.85 2.71 3.17 3.99 Average loans and leases to average deposits 69.46 73.76 76.44 78.02 80.81 71.53 82.19 (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 June 30, 2021) do not have a recorded ACL. As of June 30, 2021, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans is 0.56%, while the ratio of ACL to total loans excluding SBA-PPP loans is 0.61%. 39 Table of Contents 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. Completion of the proposed merger remains subject to approval from the Board of Governors of the Federal Reserve System and closing is expected in the third quarter, subject to such approval and the satisfaction or waiver of other customary closing conditions. 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 incur. 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 June 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. 40 Table of Contents Table 3 CONSOLIDATED QUARTER-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS Three months ended June 30 2021 2020 Interest Interest Average Income/ Yield/ Average Income/ Yield/ (Dollars in thousands) Balance Expense Rate Balance Expense Rate Assets Loans and leases $ 33,166,049 $ 324,891 3.89 % $ 31,635,958 $ 326,618 4.10 % Investment securities: U.S. Treasury — — — 206,575 679 1.32 Government agency 839,614 1,966 0.94 657,405 1,428 0.87 Mortgage-backed securities 8,968,779 25,273 1.13 7,555,947 28,532 1.51 Corporate bonds 612,516 7,806 5.10 299,250 3,782 5.06 Other investments 113,439 426 1.51 209,290 2,236 4.30 Total investment securities 10,534,348 35,471 1.35 8,928,467 36,657 1.64 Overnight investments 7,819,287 2,105 0.11 2,231,356 553 0.10 Total interest-earning assets 51,519,684 362,467 2.80 42,795,781 363,828 3.38 Cash and due from banks 364,303 404,517 Premises and equipment 1,242,700 1,260,566 Allowance for credit losses (211,913) (209,973) Other real estate owned 46,074 55,554 Other assets 1,438,483 1,247,057 Total assets $ 54,399,331 $ 45,553,502 Liabilities Interest-bearing deposits: Checking with interest $ 10,952,753 $ 1,504 0.06 % $ 8,562,145 $ 1,310 0.06 % Savings 3,796,686 326 0.03 2,846,557 312 0.04 Money market accounts 9,581,775 2,634 0.11 7,618,883 6,519 0.34 Time deposits 2,672,900 4,078 0.61 3,398,979 9,775 1.16 Total interest-bearing deposits 27,004,114 8,542 0.13 22,426,564 17,916 0.32 Securities sold under customer repurchase agreements 677,451 356 0.21 659,244 399 0.24 Other short-term borrowings — — — 45,549 248 2.16 Long-term borrowings 1,227,755 6,534 2.12 1,275,928 7,300 2.26 Total interest-bearing liabilities 28,909,320 15,432 0.21 24,407,285 25,863 0.42 Noninterest-bearing deposits 20,746,989 16,719,851 Other liabilities 344,849 438,141 Shareholders’ equity 4,398,173 3,988,225 Total liabilities and shareholders’ equity $ 54,399,331 $ 45,553,502 Interest rate spread 2.59 % 2.96 % Net interest income and net yield on interest-earning assets $ 347,035 2.68 % $ 337,965 3.14 % 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 June 30, 2021 and 2020, respectively. The taxable-equivalent adjustment was $642 thousand and $571 thousand for the three months ended June 30, 2021 and 2020, respectively. 41 Table of Contents Table 4 CONSOLIDATED YEAR-TO-DATE AVERAGE TAXABLE-EQUIVALENT BALANCE SHEETS Six months ended June 30 2021 2020 Interest Interest Average Income/ Yield/ Average Income/ Yield/ (Dollars in thousands) Balance Expense Rate Balance Expense Rate Assets Loans and leases $ 33,126,572 $ 648,493 3.91 % $ 30,367,030 $ 652,774 4.27 % Investment securities: U.S. Treasury 190,591 172 0.18 253,176 2,356 1.87 Government agency 815,587 3,865 0.95 689,330 5,548 1.61 Mortgage-backed securities 8,428,730 45,880 1.09 6,808,190 59,239 1.74 Corporate bonds 607,726 15,548 5.12 252,377 6,259 4.96 Other investments 105,510 898 1.72 187,740 2,914 3.12 Total investment securities 10,148,144 66,363 1.31 8,190,813 76,316 1.86 Overnight investments 6,850,512 3,553 0.10 1,842,218 5,071 0.55 Total interest-earning assets 50,125,228 718,409 2.86 40,400,061 734,161 3.62 Cash and due from banks 348,772 352,475 Premises and equipment 1,247,097 1,256,268 Allowance for credit losses (217,928) (198,621) Other real estate owned 47,325 54,455 Other assets 1,362,247 1,236,516 Total assets $ 52,912,741 $ 43,101,154 Liabilities Interest-bearing deposits: Checking with interest $ 10,850,059 $ 2,913 0.05 % $ 8,375,564 $ 3,011 0.07 % Savings 3,630,158 625 0.03 2,720,213 597 0.04 Money market accounts 9,296,667 5,142 0.11 7,317,735 15,628 0.43 Time deposits 2,738,743 8,655 0.64 3,580,097 22,874 1.28 Total interest-bearing deposits 26,515,627 17,335 0.13 21,993,609 42,110 0.39 Securities sold under customer repurchase agreements 659,444 694 0.21 566,737 841 0.30 Other short-term borrowings — — — 101,654 1,052 2.05 Long-term borrowings 1,231,643 13,074 2.12 1,118,042 13,019 2.30 Total interest-bearing liabilities 28,406,714 31,103 0.22 23,780,042 57,022 0.48 Noninterest-bearing deposits 19,797,015 14,954,629 Other liabilities 372,324 531,053 Shareholders’ equity 4,336,688 3,835,430 Total liabilities and shareholders’ equity $ 52,912,741 $ 43,101,154 Interest rate spread 2.64 % 3.14 % Net interest income and net yield on interest-earning assets $ 687,306 2.74 % $ 677,139 3.33 % 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 six months ended June 30, 2021 and 2020, respectively. The taxable-equivalent adjustment was $1.3 million and $1.3 million for the six months ended June 30, 2021 and 2020, respectively. 42 Table of Contents Table 5 CHANGES IN CONSOLIDATED TAXABLE EQUIVALENT NET INTEREST INCOME Three months ended June 30, 2021 Six months ended June 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 $ 14,265 $ (15,992) $ (1,727) $ 49,996 $ (54,277) $ (4,281) Investment securities: U.S. Treasury (679) — (679) (587) (1,597) (2,184) Government agency 396 142 538 1,016 (2,699) (1,683) Mortgage-backed securities 5,259 (8,518) (3,259) 14,066 (27,425) (13,359) Corporate bonds 3,960 64 4,024 8,812 477 9,289 Other investments (1,025) (785) (1,810) (1,302) (714) (2,016) Total investment securities 7,911 (9,097) (1,186) 22,005 (31,958) (9,953) Overnight investments 1,389 163 1,552 13,753 (15,271) (1,518) Total interest-earning assets $ 23,565 $ (24,926) $ (1,361) $ 85,754 $ (101,506) $ (15,752) Liabilities Interest-bearing deposits: Checking with interest $ 370 $ (176) $ 194 $ 895 $ (993) $ (98) Savings 105 (91) 14 201 (173) 28 Money market accounts 1,702 (5,587) (3,885) 4,199 (14,685) (10,486) Time deposits (2,067) (3,630) (5,697) (5,376) (8,843) (14,219) Total interest-bearing deposits 110 (9,484) (9,374) (81) (24,694) (24,775) Securities sold under customer repurchase agreements 12 (55) (43) 139 (286) (147) Other short-term borrowings (248) — (248) (1,052) — (1,052) Long-term borrowings (271) (495) (766) 1,296 (1,241) 55 Total interest-bearing liabilities (397) (10,034) (10,431) 302 (26,221) (25,919) Change in net interest income $ 23,962 $ (14,892) $ 9,070 $ 85,452 $ (75,285) $ 10,167 (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) Second Quarter 2021 compared to Second Quarter 2020 Taxable-equivalent net interest income was $347.0 million for the second quarter of 2021, an increase of $9.1 million, or 2.7%, compared to the second quarter of 2020. This was primarily due to lower rates paid on interest-bearing deposits, an increase in interest and fee income on SBA-PPP loans, and organic loan growth, partially offset by a decline in the yield on interest-earning assets. SBA-PPP loans contributed $27.2 million in interest and fee income during the second quarter of 2021 compared to $19.0 million in the second quarter of 2020. The taxable-equivalent NIM was 2.68% in the second quarter of 2021, a decrease of 46 basis points from the comparable quarter in the prior year. The margin decline was primarily due to changes in earning asset mix as excess liquidity drove an increase in overnight investments as a percentage of total assets. This was coupled with a decline in the yield on interest-earning assets and partially offset by lower rates paid on interest-bearing deposits and the yield on SBA-PPP loans. Average interest-earning assets increased by $8.7 billion to $51.5 billion, compared to the second quarter of 2020. The primary drivers for this change were the excess liquidity build up which led to higher average overnight investments of $5.6 billion, a $1.5 billion increase in average loan balances due to SBA-PPP loans as well as organic loan growth and higher average investment securities of $1.6 billion. The yield on interest-earning assets decreased by 58 basis points to 2.80% when compared to the second quarter of 2020. The yield on loans and leases decreased to 3.89%, or by 21 basis points, as a result of downward rate resets on variable rate loans and lower rates on new fixed rate loans. The yield on overnight investments increased one basis point, but the large increase in average balances resulted in a change in earning asset mix, which contributed to an overall decline in the yield. The yield on investment securities decreased by 29 basis points primarily due to increased premium amortization on mortgage-backed securities as a result of higher than expected prepayments. Average interest-bearing liabilities increased by $4.5 billion to $28.9 billion, compared to the second quarter of 2020. This increase was driven by an increase in average interest-bearing deposit balances of $4.6 billion driven by strong deposit growth. This was partially offset by a decrease in average long-term borrowings of $48.2 million. 43 Table of Contents Rates on interest-bearing liabilities decreased by 21 basis points to 0.21%, primarily due to decreased rates paid on interest-bearing deposits as a result of maturing time deposits and a reduction in rates paid on money market accounts. This is coupled with lower rates paid on borrowings. Six Months of 2021 compared to Six Months of 2020 The taxable-equivalent net interest income for the six months ended June 30, 2021 was $687.3 million, an increase of $10.2 million, or 1.5%, compared to the same period in 2020. The increase in net interest income was primarily due to a decrease in total interest expense of $25.9 million, driven largely by declining rates on interest-bearing deposits. This was partially offset by a decrease in interest on investment securities of $10.0 million and a decrease of $4.3 million in interest earned on loans, driven by a decrease in yields, partially offset by the impact of SBA-PPP loans. The taxable-equivalent NIM was 2.74% for the six months ended June 30, 2021, a decrease of 59 basis points from the comparable period of 2020. Th e 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 the impact of SBA-PPP loans on loan yields. Average year-to-date interest-earning assets for the six months ended June 30, 2021, increased by $9.7 billion to $50.1 billion, compared to the same period in 2020. This increase was driven by an increase in average overnight investments of $5.0 billion, coupled with a $2.8 billion increase in average loans outstanding and increases in average investment securities of $2.0 billion. The yield on interest-earning assets decreased by 76 basis points to 2.86% for the six months ended June 30, 2021, compared to the same period in 2020. The yield on loans and leases decreased by 36 basis points as a result of decreases in yields on commercial and residential loans. The yield on overnight investments and the investment securities portfolio decreased by 45 basis points and 55 basis points, respectively. The lower federal funds rate was the primary driver for the yield decrease on overnight investments, while the accelerated prepayments on mortgage-backed securities and reinvestment at lower yields were the primary drivers of the yield decline on investment securities. Average year-to-date interest-bearing liabilities for the six months ended June 30, 2021 increased by $4.6 billion to $28.4 billion, compared to the same period in 2020. This increase was primarily due to a $4.5 billion increase in average interest-bearing deposit balances driven by deposit growth. The rate paid on interest-bearing deposits decreased by 26 basis points driven by decreased rates on time deposits and money market accounts. The rate paid on interest-bearing liabilities decreased by 26 basis points to 0.22% for the six months ended June 30, 2021 compared to the same period in 2020 driven by maturing time deposits and declines in the rate paid on money market accounts. Provision for Credit Losses Provision for credit losses was a benefit of $19.6 million for the second quarter of 2021, compared to $20.6 million in expense for the comparable quarter in 2020. For the six months ended June 30, 2021, provision for credit losses was a benefit of $30.6 million compared to $48.9 million in expense for the first six months of 2020. The change was driven primarily by reserve release attributable to improvements in macroeconomic factors during 2021, continued low net charge-offs and strong credit performance. Provision expense for the three and six month periods ended June 30, 2020 included reserve builds related to COVID-19 of $14.6 million and $36.1 million, respectively. Noninterest Income Table 6 NONINTEREST INCOME Three months ended June 30 Six months ended June 30 (Dollars in thousands) 2021 2020 2021 2020 Wealth management services $ 31,753 $ 22,371 $ 63,951 $ 48,783 Service charges on deposit accounts 21,883 17,522 43,419 43,935 Cardholder services, net 22,471 17,587 42,431 35,747 Mortgage income 5,929 9,811 18,920 15,035 Merchant services, net 8,532 5,363 17,449 11,251 Other service charges and fees 8,959 7,145 17,448 14,937 Insurance commissions 3,704 3,189 7,702 6,877 ATM income 1,571 1,395 3,053 2,817 Marketable equity securities gains, net 11,654 64,570 27,665 13,162 Realized gains on investment securities available for sale, net 15,830 13,752 25,037 33,547 Other 1,864 2,697 3,724 3,322 Total noninterest income $ 134,150 $ 165,402 $ 270,799 $ 229,413 44 Table of Contents 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. Noninterest income for the second quarter of 2021 was $134.2 million, compared to $165.4 million for the same period of 2020, a decrease of $31.3 million, or 18.9%. The most significant components of the change were as follows: • A $52.9 million decline in the amount of favorable fair market value adjustments on marketable equity securities. Fair market value adjustments on marketable equity securities were heightened in the second quarter of 2020 as we built up our equity portfolio when the market contracted. As the market started to improve in the second quarter of 2020, we sold a large portion of it to realize the gains. The $64.6 million of gains recognized in the second quarter of 2020 consisted of realized gains of $37.0 million and unrealized gains of $27.6 million. • Mortgage income decreased by $3.9 million primarily due to a decline in gain on sale driven by interest rate movements. • Wealth management services increased by $9.4 million driven by increases in annuity fees, assets under management, and advisory and transaction fees. • Cardholder services income, net increased by $4.9 million, service charges on deposit accounts increased by $4.4 million and merchant services income increased by $3.2 million. These increases were driven by increased transaction activity. Noninterest income was $270.8 million for the first six months of 2021, compared to $229.4 million for the same period of 2020, an increase of $41.4 million, or 18.0%. The most significant components of the change were as follows: • Wealth management services increased by $15.2 million, due to increased annuity fees, assets under management, and advisory and transaction fees. • Gains on the market value of equity securities, net increased by $14.5 million. • Cardholder services income, net increased $6.7 million primarily due to an increase in transaction volume. • Mortgage income increased $3.9 million primarily due to a mortgage servicing rights impairment reversal in the first quarter of 2021. • Realized gains on investment securities available for sale, net decreased by $8.5 million primarily due to a higher volume of sales of debt securities in the first quarter of 2020. Noninterest Expense Table 7 NONINTEREST EXPENSE Three months ended June 30 Six months ended June 30 (Dollars in thousands) 2021 2020 2021 2020 Salaries and wages $ 153,643 $ 146,633 $ 301,473 $ 291,888 Employee benefits 35,298 30,364 71,023 68,875 Occupancy expense 28,439 29,556 58,182 57,036 Equipment expense 28,902 28,774 58,705 56,624 Processing fees paid to third parties 14,427 10,186 28,100 20,558 FDIC insurance expense 3,382 3,731 6,600 7,197 Collection and foreclosure-related expenses 173 3,949 2,371 8,003 Merger-related expenses 5,769 4,369 12,588 8,601 Telecommunications expense 3,187 2,815 6,220 5,788 Consultant expense 2,773 3,027 4,838 6,287 Advertising expense 2,301 1,980 4,186 4,649 Core deposit intangible amortization 2,841 3,672 5,885 7,531 Other 20,443 22,623 37,333 48,613 Total noninterest expense $ 301,578 $ 291,679 $ 597,504 $ 591,650 45 Table of Contents The primary components of noninterest expense are salaries and related employee benefits, occupancy and equipment expense. Noninterest expense was $301.6 million during the second quarter of 2021, an increase of $9.9 million, or 3.4%, compared to the same quarter in 2020. The most significant components of the change were as follows: • Personnel expense increased $11.9 million driven by an increase in payroll incentives and higher health insurance claims. • Processing fees paid to third parties increased $4.2 million as we continue to make investments in our digital and technological capabilities. • Collection and foreclosure-related expenses decreased $3.8 million and other noninterest expense decreased by $2.2 million. Noninterest expense was $597.5 million for the first six months of 2021, compared to $591.7 million for the same period in 2020, an increase of $5.9 million, or 1.0%. The most significant components of the change were as follows: • Personnel expense increased by $11.7 million primarily due to an increase in payroll incentives coupled with the impact of merit increases. • Processing fees paid to third parties increased $7.5 million as we continue to make investments in our digital and technological capabilities. • Merger-related expenses increased $4.0 million in anticipation of the upcoming merger with CIT. • Other expenses decreased $11.3 million primarily due to a decrease in pension expense as a result of higher expected returns on plan assets coupled with improvements in the reserve for unfunded commitments. Income Taxes Income tax expense was $45.8 million and $36.8 million for the second quarter of 2021 and 2020, respectively, representing effective tax rates of 23.1% and 19.3% during the periods. Income tax expense totaled $89.8 million and $53.7 million for the first six months of 2021 and 2020, respectively, representing effective tax rates of 23.0% and 20.3% for the respective six month periods. The effective tax rates in 2020 were favorably impacted by the utilization of an allowable alternative for computing our federal income tax liability. The allowable alternative enabled us to use the federal income tax rate for certain 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 for the second quarter and first six months of 2020 would have been approximately 23%. 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 $51.6 billion and $47.2 billion at June 30, 2021 and December 31, 2020, respectively. The $4.4 billion increase was primarily composed of a $3.5 billion increase in overnight investments and a $971.3 million increase in investment securities, partially offset by a $102.3 million decrease in loans. 46 Table of Contents 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 for additional disclosures. The carrying value of investment securities totaled $10.9 billion at June 30, 2021, an increase of $971.3 million compared to December 31, 2020. The increase in the portfolio was primarily attributable to a strong liquidity position, resulting in investment securities purchases of $4.1 billion, partially offset by sales of $1.1 billion and maturities and paydowns of $2.0 billion. Available for sale securities are reported at fair value and unrealized gains and losses are included as a component of AOCI, net of deferred taxes. As of June 30, 2021, investment securities available for sale had a net pre-tax unrealized gain of $45.3 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 June 30, 2021 or December 31, 2020. 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 allowance for credit losses was needed at June 30, 2021 and December 31, 2020. Table 8 INVESTMENT SECURITIES June 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 7.6 824,216 825,450 7.0 706,241 701,391 Residential mortgage-backed securities 44.0 4,770,205 4,785,256 44.5 4,369,130 4,438,103 Commercial mortgage-backed securities 10.5 1,144,024 1,148,530 7.9 745,892 771,537 Corporate bonds 5.7 597,300 621,847 6.1 590,870 603,279 Total investment securities available for sale 67.8 7,335,745 7,381,083 70.5 6,911,965 7,014,243 Investment in marketable equity securities 1.1 84,297 118,540 0.9 84,837 91,680 Investment securities held to maturity Residential mortgage-backed securities 20.2 2,208,496 2,202,874 19.1 1,877,692 1,895,381 Commercial mortgage-backed securities 10.8 1,184,101 1,172,204 9.4 937,034 940,862 Other 0.1 2,007 2,007 0.1 2,256 2,256 Total investment securities held to maturity 31.1 3,394,604 3,377,085 28.6 2,816,982 2,838,499 Total investment securities 100.0 % $ 10,814,646 $ 10,876,708 100.0 % $ 9,813,784 $ 9,944,422 (1) Calculated as a percent of the total fair value of investment securities. 47 Table of Contents Table 9 presents the weighted average taxable-equivalent yields for investment securities held to maturity at June 30, 2021 segregated by major category with ranges of contractual maturities. The weighted average yield on the portfolio is calculated using security-level annualized yields. Table 9 WEIGHTED AVERAGE YIELD ON INVESTMENT SECURITIES June 30, 2021 Within One Year One to Five Years Five to 10 Years After 10 Years Total Investment securities held to maturity Residential mortgage-backed securities (1) — % — % — % 1.13 % 1.13 % Commercial mortgage-backed securities (1) — — — 1.35 1.35 Other investments 0.81 1.17 — — 0.94 Total investment securities held to maturity 0.81 % 1.17 % — % 1.21 % 1.21 % (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 $107.8 million at June 30, 2021, a net decrease of $17.1 million since December 31, 2020. At June 30, 2021, loans totaled $32.69 billion, a decrease of $102.3 million, or by 0.6% on an annualized basis since December 31, 2020. Excluding SBA-PPP loans, total loans increased $604.7 million, or by 3.7% 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 $32.3 billion at both June 30, 2021 and December 31, 2020, representing 98.8% and 98.6% of total loans, respectively. PCD loans at June 30, 2021 were $396.5 million, compared to $462.9 million at December 31, 2020, representing 1.2% and 1.4% of total loans, respectively. The discount related to acquired non-PCD loans and leases was $14.5 million and $19.5 million at June 30, 2021 and December 31, 2020, respectively. The discount related to PCD loans was $35.8 million and $45.3 million at June 30, 2021 and December 31, 2020, respectively. During the three months ended June 30, 2021 and 2020, accretion income on purchased non-PCD loans and leases was $2.5 million while interest and accretion income on PCD loans was $12.8 million and $14.4 million, respectively. During the six months ended June 30, 2021 and 2020, accretion income on purchased non-PCD loans and leases was $5.0 million while interest and accretion income on PCD loans was $23.7 million and $33.0 million, respectively 48 Table of Contents Table 10 LOANS AND LEASES (Dollars in thousands) June 30, 2021 December 31, 2020 Commercial: Construction and land development $ 1,183,929 $ 985,424 Owner occupied commercial mortgage 11,526,070 11,165,012 Non-owner occupied commercial mortgage 3,015,329 2,987,689 Commercial and industrial and leases 5,067,163 5,013,644 SBA-PPP 1,698,416 2,406,291 Total commercial loans 22,490,907 22,558,060 Consumer: Residential mortgage 5,652,458 5,561,686 Revolving mortgage 1,884,633 2,052,854 Construction and land development 376,492 348,123 Consumer auto 1,287,541 1,255,402 Consumer other 601,115 552,968 Total consumer loans 9,802,239 9,771,033 Total non-PCD loans and leases 32,293,146 32,329,093 PCD loans 396,506 462,882 Total loans and leases 32,689,652 32,791,975 Less allowance for credit losses (189,094) (224,314) Net loans and leases $ 32,500,558 $ 32,567,661 ALLOWANCE FOR CREDIT LOSSES The allowance for credit losses (“ACL”) was $189.1 million at June 30, 2021, representing a decrease of $35.2 million since December 31, 2020. The ACL as a percentage of total loans and leases was 0.58% at June 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 0.61% at June 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 June 30, 2021, the ACL change since December 31, 2020 was driven by improvement in macroeconomic factors, continued strong credit performance and low net charge-offs. 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 June 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 June 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 with a peak of over 5% in the third quarter of 2021 declining to around 4% in early 2023. GDP Growth - Peak growth of approximately 7% in the third quarter of 2021, decreasing to around 2% in 2022 and thereafter. Home Pricing Index - Growth rates to fluctuate between 3.5% and 5% throughout the forecast period. Commercial Real Estate Index - Forecasted downturn with a maximum 8% drop by the end of 2021, and then improving towards positive year over year growth. At June 30, 2021, the ACL allocated to non-PCD loans and leases was $170.4 million, or 0.53% of non-PCD loans and leases, compared to $200.3 million, or 0.62%, at December 31, 2020. The decrease of 9 basis points since December 31, 2020 was primarily due to improvement in the macroeconomic factors, continued strong credit quality and low net charge-offs. The ACL as 49 Table of Contents a percentage of non-PCD loans and leases excluding SBA-PPP loans was 0.56% at June 30, 2021 compared to 0.67% at December 31, 2020. At June 30, 2021, the ACL for PCD loans totaled $18.7 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 June 30, 2021, the ACL on our commercial portfolio decreased $4.8 million, with the largest share of the decrease within commercial real estate. The ACL on the consumer portfolio decreased $25.2 million, with the largest decrease within residential mortgages. These portfolios were most impacted by the improvement in macroeconomic factors which was the primary driver of the decline. Net charge-offs for loans and leases were $2.0 million during the second quarter of 2021, compared to $7.4 million during the second quarter of 2020. On an annualized basis, total net charge-offs as a percentage of total average loans and leases was 0.02% and 0.09% for the second quarter of 2021 and 2020, respectively. Excluding the impact of SBA-PPP loans on average loan balances, net charge-offs as a percentage of total average loans and leases was 0.03% and 0.10% for the second quarter of 2021 and 2020, respectively. Net charge-offs for loans and leases were $4.6 million during the six months ended June 30, 2021, compared to $14.9 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 0.03% and 0.10% for the six months ended June 30, 2021 and 2020, respectively. Average SBA-PPP loans did not have an impact on net charge-offs as a percentage of total average loans for the six months ended June 30, 2021 and 2020. 50 Table of Contents Table 11 ALLOWANCE FOR CREDIT LOSSES Three months ended June 30, 2021 (Dollars in thousands) Commercial Consumer PCD Total Allowance for credit losses: Balance at April 1 $ 74,864 $ 112,852 $ 22,935 $ 210,651 Provision (credit) 3,279 (17,481) (5,401) (19,603) Charge-offs (3,044) (4,028) (456) (7,528) Recoveries 983 2,929 1,662 5,574 Balance at June 30 $ 76,082 $ 94,272 $ 18,740 $ 189,094 Percent of loans in each category to total loans 68.8 % 30.0 % 1.2 % 100.0 % Annualized net charge-off ratio 0.04 % 0.05 % (0.59) % 0.02 % Net charge-offs $ 2,061 $ 1,099 $ (1,206) $ 1,954 Average loans 22,883,898 9,744,211 414,183 33,042,292 Three months ended June 30, 2020 (Dollars in thousands) Commercial Consumer PCD Total Balance at April 1 $ 72,410 $ 109,933 $ 26,916 $ 209,259 Provision (credit) 6,628 13,682 242 20,552 Charge-offs (4,015) (6,657) (1,392) (12,064) Recoveries 1,154 2,387 1,162 4,703 Balance at June 30 $ 76,177 $ 119,345 $ 26,928 $ 222,450 Percent of loans in each category to total loans 68.4 % 30.0 % 1.6 % 100.0 % Annualized net charge-off ratio 0.05 % 0.18 % 0.08 % 0.09 % Net charge-offs $ 2,861 $ 4,270 $ 230 $ 7,361 Average loans 21,372,905 9,619,096 547,000 31,539,001 Six months ended June 30, 2021 (Dollars in thousands) Commercial Consumer PCD Total Balance at January 1 $ 80,842 $ 119,485 $ 23,987 $ 224,314 Provision (credit) (643) (22,985) (6,949) (30,577) Initial allowance on PCD loans — — — — Charge-offs (6,375) (8,497) (1,219) (16,091) Recoveries 2,258 6,269 2,921 11,448 Balance at June 30 $ 76,082 $ 94,272 $ 18,740 $ 189,094 Percent of loans in each category to total loans 68.8 % 30.0 % 1.2 % 100.0 % Annualized net charge-off ratio 0.04 % 0.05 % (0.79) % 0.03 % Net charge-offs $ 4,117 $ 2,228 $ (1,702) $ 4,643 Average loans 22,857,758 9,714,503 434,241 33,006,502 Six months ended June 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) 28,165 23,088 (2,346) 48,907 Initial allowance on PCD loans — — 1,193 1,193 Charge-offs (9,384) (14,426) (2,515) (26,325) Recoveries 2,581 4,818 4,059 11,458 Balance at June 30 $ 76,177 $ 119,345 $ 26,928 $ 222,450 Percent of loans in each category to total loans 68.4 % 30.0 % 1.6 % 100.0 % Annualized net charge-off ratio 0.07 % 0.20 % (0.58) % 0.10 % Net charge-offs $ 6,803 $ 9,608 $ (1,544) $ 14,867 Average loans 19,917,631 9,829,485 538,543 30,285,659 The reserve for unfunded loan commitments was $11.1 million and $12.8 million at June 30, 2021 and December 31, 2020, respectively. 51 Table of Contents Table 12 ALLOWANCE FOR CREDIT LOSSES RATIOS (Dollars in thousands) June 30, 2021 December 31, 2020 Allowance for credit losses to total loans and leases (1) : 0.58 % 0.68 % Allowance for credit losses $ 189,094 $ 224,314 Total loans and leases 32,689,652 32,791,975 Allowance for credit losses to non-PCD loans and leases (1) : 0.53 % 0.62 % Allowance for credit losses on non-PCD loans and leases $ 170,354 $ 200,327 Total non-PCD loans and leases 32,293,146 32,329,093 Allowance for credit losses to PCD loans: 4.73 % 5.18 % Allowance for credit losses on PCD loans $ 18,740 $ 23,987 Total PCD loans 396,506 462,882 (1) Loans originated in relation to the SBA-PPP ($1.7 billion as of June 30, 2021 and $2.4 billion as of December 31, 2020) do not have a recorded ACL. As of June 30, 2021, the ratio of ACL to total Non-PCD loans excluding SBA-PPP loans was 0.56% while the ratio of ACL to total loans excluding SBA-PPP loans was 0.61%. 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 June 30, 2021, BancShares’ nonperforming assets totaled $231.1 million, a decrease of $11.2 million since December 31, 2020. Nonaccrual loans and leases at June 30, 2021 were $187.5 million, reflecting a decrease of $4.0 million since December 31, 2020. Nonaccrual loans and leases as a percentage of total loans and leases was 0.57% and 0.58% at June 30, 2021 and December 31, 2020, respectively. At June 30, 2021, OREO totaled $43.7 million, representing a decrease of $7.2 million since December 31, 2020. Nonperforming assets as a percentage of total loans, leases and OREO was 0.71% as of June 30, 2021 compared to 0.74% as of December 31, 2020. Table 13 NONPERFORMING ASSETS 2021 2020 Second First Fourth Third Second (Dollars in thousands) Quarter Quarter Quarter Quarter Quarter Nonaccrual loans and leases: Non-PCD $ 136,530 $ 141,369 $ 136,544 $ 130,927 $ 135,280 PCD 50,934 53,165 54,939 55,527 62,511 Total nonaccrual loans and leases 187,464 194,534 191,483 186,454 197,791 Other real estate owned 43,685 48,512 50,890 52,789 53,850 Total nonperforming assets $ 231,149 $ 243,046 $ 242,373 $ 239,243 $ 251,641 Accruing loans and leases 90 days or more past due Non-PCD $ 3,413 $ 5,945 $ 5,507 $ 3,587 $ 3,644 PCD 363 1,432 355 — 152 Ratio of total nonperforming assets to total loans, leases and other real estate owned 0.71 % 0.73 % 0.74 % 0.73 % 0.77 % Ratio of nonaccrual loans and leases to total loans and leases 0.57 0.59 0.58 0.57 0.61 Ratio of allowance for credit losses to nonaccrual loans and leases 100.9 108.3 117.1 120.1 112.5 52 Table of Contents 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. Table 14 TROUBLED DEBT RESTRUCTURINGS (Dollars in thousands) June 30, 2021 December 31, 2020 Accruing TDRs: Non-PCD $ 115,323 $ 139,747 PCD 23,981 17,617 Total accruing TDRs 139,304 157,364 Nonaccruing TDRs: Non-PCD 49,592 43,470 PCD 9,073 7,346 Total nonaccruing TDRs 58,665 50,816 All TDRs: Non-PCD 164,915 183,217 PCD 33,054 24,963 Total TDRs $ 197,969 $ 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 $29.4 billion at June 30, 2021, compared to $27.3 billion at December 31, 2020. The increase was mostly due to an increase of $2.0 billion in interest-bearing deposits. Deposits Due to our focus on maintaining a strong liquidity position, 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 12 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 June 30, 2021, total deposits were $48.4 billion, an increase of $5.0 billion, representing annualized growth of 23.1% since December 31, 2020, driven by organic growth and the effects of government stimulus. Table 15 DEPOSITS (Dollars in thousands) June 30, 2021 December 31, 2020 Demand $ 20,974,111 $ 18,014,029 Checking with interest 11,376,834 10,591,687 Money market 9,553,585 8,632,713 Savings 3,884,824 3,304,167 Time 2,621,242 2,889,013 Total deposits $ 48,410,596 $ 43,431,609 53 Table of Contents Borrowings Total borrowings were relatively unchanged, totaling $1.9 billion at June 30, 2021 and December 31, 2020. Table 16 BORROWINGS (Dollars in thousands) June 30, 2021 December 31, 2020 Securities sold under customer repurchase agreements $ 692,604 $ 641,487 Federal Home Loan Bank borrowings 646,667 655,175 Subordinated debt SCB Capital Trust I 9,798 9,779 FCB/SC Capital Trust II 17,730 17,664 FCB/NC Capital Trust III 88,145 88,145 Capital Trust debentures assumed in acquisitions 14,433 14,433 3.375 % Fixed-to-Floating Rate Subordinated Notes due 2030 346,956 346,541 Other subordinated debt 20,228 27,956 Total subordinated debt 497,290 504,518 Other borrowings 80,531 88,470 Total borrowings $ 1,917,092 $ 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 2036, 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 six months ended June 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 six months ended June 30, 2021 or 2020. Table 17 CLASS A COMMON STOCK REPURCHASE ACTIVITY Three months ended June 30 Six months ended June 30 ($ in thousands, expect per share data) 2021 2020 2021 2020 Number of shares repurchased — 346,000 — 695,390 Total cost $ — $ 126,991 $ — $ 286,696 Average price per share $ — $ 367.03 $ — $ 412.28 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. 54 Table of Contents Table 18 ANALYSIS OF CAPITAL ADEQUACY Requirements to be well-capitalized June 30, 2021 December 31, 2020 (Dollars in thousands) Amount Ratio Amount Ratio BancShares Risk-based capital ratios Total risk-based capital 10.00 % $ 4,833,501 14.15 % $ 4,577,212 13.81 % Tier 1 risk-based capital 8.00 4,143,421 12.13 3,856,086 11.63 Common equity Tier 1 6.50 3,803,484 11.14 3,516,149 10.61 Tier 1 leverage ratio 5.00 4,143,421 7.67 3,856,086 7.86 FCB Risk-based capital ratios Total risk-based capital 10.00 % $ 4,704,140 13.79 % $ 4,543,496 13.72 % Tier 1 risk-based capital 8.00 4,468,560 13.10 4,276,870 12.92 Common equity Tier 1 6.50 4,468,560 13.10 4,276,870 12.92 Tier 1 leverage ratio 5.00 4,468,560 8.29 4,276,870 8.72 As of June 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 6.13% and 5.79%, respectively, at June 30, 2021, which exceeded the 2.50% requirement and, therefore, result 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. 55 Table of Contents 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 COVID-19 and to date have not seen any significant declines in credit quality. Through June 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. We continue to assess both the credit and operational risks this program presents and at June 30, 2021, BancShares had $1.7 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 from year-end driven by improving economic conditions. Net interest income deterioration in down rate shocks will remain muted due to the low absolute value of market interest rates. Assumptions that incorporate customer migration from low rate deposit instruments to intermediate term fixed rate instruments as rates rise have been adjusted based on actual deposit behavior over the last three years during a rising rate cycle. Table 19 provides the impact on net interest income over 24 months resulting from various instantaneous interest rate shock scenarios as of June 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) June 30, 2021 December 31, 2020 -100 (5.93) % (6.24) % +100 7.82 8.09 +200 14.48 14.57 The decreased asset sensitivity in net interest income sensitivity metrics as of June 30, 2021 compared to December 31, 2020 resulted from a deployment of excess liquidity out of low-yielding overnight cash predominantly into investment securities. 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. 56 Table of Contents Table 20 presents the EVE profile as of June 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) June 30, 2021 December 31, 2020 -100 (16.40) % (21.20) % +100 8.45 12.18 +200 9.02 15.71 The economic value of equity metrics at June 30, 2021 compared to December 31, 2020 were primarily affected by redeployment of excess funds during the second quarter of 2021 coupled with lower 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. 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 source of liquidity is our branch-generated retail deposit portfolio due to the generally stable balances and low cost. Additional sources include cash in excess of our reserve requirement at the Federal Reserve Bank, and various other corresponding bank accounts and unencumbered securities, which totaled $13.2 billion at June 30, 2021 compared to $9.6 billion at December 31, 2020. Another source of available funds was advances from the FHLB of Atlanta. Outstanding FHLB advances were $646.7 million as of June 30, 2021, and we had sufficient collateral pledged to secure $8.3 billion of additional borrowings from the FHLB of Atlanta. Also, at June 30, 2021, $4.4 billion in non-PCD loans with a lendable collateral value of $3.5 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 $606.0 million of available capacity at June 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. 57 Table of Contents 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 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.