Item 9A. Controls and Procedures
Item 9A. 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 Annual Report, in accordance with Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon the evaluation, as of the end of the period covered by this report, the Chief Executive Officer and the Chief Financial Officer concluded BancShares’ disclosure controls and procedures were effective to provide reasonable assurance it is able to record, process, summarize and report information required to be disclosed in the reports it files under the Exchange Act in a timely and accurate manner.
There have been no changes in BancShares’ internal control over financial reporting during the fourth quarter of 2021 which have materially affected, or are reasonably likely to materially affect, BancShares’ internal control over financial reporting.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of First Citizens BancShares, Inc. (“BancShares”) is responsible for establishing and maintaining adequate internal control over financial reporting. BancShares’ internal control system was designed to provide reasonable assurance to the company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.
BancShares’ management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on that assessment, BancShares’ management believes, as of December 31, 2021, BancShares’ internal control over financial reporting is effective.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
BancShares’ independent registered public accounting firm has issued an audit report on the company’s internal control over financial reporting. This report appears under “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” in Item 8, Financial Statements and Supplementary Data.
Item 9B. Other Information
On February 22, 2022, the Parent Company filed Restated Certificates of Designation for the BancShares Series B Preferred Stock and BancShares Series C Preferred Stock. Copies of the Restated Certificates of Designation for the Series B Preferred Stock and the Series C Preferred Stock are attached hereto as Exhibits 3.3 and 3.4, respectively, and are incorporated in this Item 9B by reference.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP , Raleigh, NC , PCAOB Firm ID: 185 .
Our predecessor independent registered public accounting firm was Dixon Hughes Goodman LLP , Raleigh, NC , PCAOB Firm ID No. 57 .
The information required by this Item 14 is incorporated herein by reference from the “Proposal 3: Ratification of Appointment of Independent Accountants” section of the definitive Proxy Statement for the 2022 Annual Meeting of Shareholders.
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Item 15. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
2.1 Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated January 29, 2010 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K/A dated January 29, 2010 and filed June 9, 2010)
2.2 Purchase and Assumption Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Federal Deposit Insurance Corporation dated January 21, 2011 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 21, 2011)
2.3 Agreement and Plan of Merger, dated April 23, 2019, by and among First Citizens BancShares, Inc., First Citizens Bank & Trust Company, FC Merger Subsidiary VII, Inc., and Entegra Financial Corp. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated April 23, 2019)
2.4 Agreement and Plan of Merger, dated October 15, 2020, by and among CIT Group Inc., First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, and FCB Merger Subsidiary IX, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated October 20, 2020)
2.5 Amendment No. 1, dated September 30, 2021, to the Agreement and Plan of Merger dated October 15, 2020, by and among CIT Group Inc., First Citizens BancShares, Inc., First-Citizens Bank & Trust Company, and FCB Merger Subsidiary IX, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated September 30, 2021)
3.1 Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-K for the year ended December 31, 2014)
3.2 Certificate of Designation of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A, filed on March 12, 2020)
3.3 Restated Certificate of Designation of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (filed herewith)
3.4 Restated Certificate of Designation of 5.625% Non-Cumulative Perpetual Preferred Stock, Series C (filed herewith)
3.5 Bylaws of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated July 28, 2015)
4.1 Specimen of Registrant’s Class A Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K for the year ended December 31, 2008)
4.2 Specimen of Registrant’s Class B Common Stock certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-K for the year ended December 31, 2008)
4.3 Specimen of Registrant's 5.375% Non-Cumulative Perpetual Preferred Stock, Series A Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A, filed on March 12, 2020)
4.4 Specimen of Registrant’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 4.2 to Amendment No. 1 of the Registrant's Form S-4 Registration Statement (333-250131) filed on December 21, 2020)
4.5 Specimen of Registrant’s 5.625% Non-Cumulative Perpetual Preferred Stock, Series C, Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 of the Registrant's Form S-4 Registration Statement (333-250131) filed on December 21, 2020)
4.6 Deposit Agreement, dated as of March 12, 2020, among Registrant, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form 8-A, filed on March 12, 2020)
4.7 Form of Depositary Receipt (included as Exhibit A in Exhibit 4.6 hereto)
4.8 Description of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)
4.9 Instruments defining the rights of holders of long-term debt will be furnished to the SEC upon request.
4.10 Amended and Restated Trust Agreement of FCB/NC Capital Trust III (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2006)
4.11 Guarantee Agreement relating to Registrant’s guarantee of the capital securities of FCB/NC Capital Trust III (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2006)
*10.1 Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Frank B. Holding, Jr. (incorporated by reference to Exhibit 9.1 to the Registrant’s Form 8-K dated February 18, 2011)
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*10.2 Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Hope Holding Bryant (incorporated by reference to Exhibit 9.5 to the Registrant’s Form 8-K dated February 18, 2011)
*10.3 Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement between Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc., and Peter M. Bristow. (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-K for the year ended December 31, 2014)
*10.4 Employee Consultation, Post-Retirement, Non-Competition and Death Benefit Agreement between Registrant’s subsidiary, First-Citizens Bank & Trust Company as successor by merger to First Citizens Bank and Trust Company, Inc., and Craig L. Nix. (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-K for the year ended December 31, 2014)
*10.5 Executive Consultation, Separation from Service and Death Benefit Agreement between Registrant’s subsidiary First-Citizens Bank & Trust Company and Jeffery L. Ward (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K for the year ended December 31, 2020)
*10.6 409A Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First Citizens Bank and Trust Company, Inc. (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-K for the year ended December 31, 2014)
*10.7 Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company, as successor by merger to First-Citizens Bank and Trust Company, Inc. (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-K for the year ended December 31, 2014)
*10.8 A mended and Restated Long-Term Incentive Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated January 25, 2022)
*10.9 Form of Long-Term Incentive Plan Award Agreement (incorporated by reference to Exhibit 10.9 to the Registrant's Form 10-K for the year ended December 31, 202 0 )
*10.10 Form of Long-Term Incentive Plan Award Agreement (for awards beginning in 2022) (filed herewith)
*10.11 Nonqualified Deferred Compensation Plan of Registrant’s subsidiary, First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated February 24, 2021)
16 Copy of letter from Dixon Hughes Goodman LLP dated February 24, 2021 (incorporated by reference to Exhibit 16.1 to the Registrant’s Form 8-K dated February 24, 2021)
21 Subsidiaries of the Registrant (filed herewith)
23.1 Consent of Independent Registered Public Accounting Firm, KPMG LLP (filed herewith)
23.2 Consent of Independent Registered Public Accounting Firm, Dixon Hughes Goodman LLP (filed herewith)
24 Power of Attorney (filed herewith)
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.LAB Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
*101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
*101.DEF Inline XBRL Taxonomy Definition Linkbase (filed herewith)
*104 Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)
* Management contract or compensatory plan or arrangement.
** Interactive data files are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 25, 2022
FIRST CITIZENS BANCSHARES, INC. (Registrant)
/S/ FRANK B. HOLDING, JR.
Frank B. Holding, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the Registrant and in the capacities indicated on February 25, 2022.
Signature Title Date
/s/ F RANK B. H OLDING , J R .
Frank B. Holding, Jr.
Chairman and Chief Executive Officer February 25, 2022
/s/ C RAIG L. N IX
Craig L. Nix
Chief Financial Officer (principal financial officer and principal accounting officer) February 25, 2022
/s/ E LLEN R. A LEMANY *
Ellen R. Alemany
Director February 25, 2022
/s/ J OHN M. A LEXANDER , J R . *
John M. Alexander, Jr.
Director February 25, 2022
/s/ V ICTOR E. B ELL , III *
Victor E. Bell, III
Director February 25, 2022
/s/ P ETER M. B RISTOW *
Peter M. Bristow
Director February 25, 2022
/s/ H OPE H OLDING B RYANT *
Hope Holding Bryant
Director February 25, 2022
/s/ M ICHAEL A. C ARPENTER *
Michael A. Carpenter
Director February 25, 2022
/s/ H. L EE D URHAM , J R . *
H. Lee Durham, Jr.
Director February 25, 2022
/s/ D ANIEL L. H EAVNER *
Daniel L. Heavner
Director February 25, 2022
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Signature Title Date
/s/ R OBERT R. H OPPE *
Robert R. Hoppe
Director February 25, 2022
/s/ F LOYD L. K EELS *
Floyd L. Keels
Director February 25, 2022
/s/ R OBERT E. M ASON , IV *
Robert E. Mason, IV
Director February 25, 2022
/s/ R OBERT T. N EWCOMB *
Robert T. Newcomb
Director February 25, 2022
/s/ J OHN R. R YAN *
John R. Ryan
Director February 25, 2022
* Craig L. Nix hereby signs this Annual Report on Form 10-K on February 25, 2022, on behalf of each of the indicated persons for whom he is attorney-in-fact pursuant to a Power of Attorney filed herewith.
By: /S/ CRAIG L. NIX
Craig L. Nix
As Attorney-In-Fact
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