FCNCA 8-K
First Citizens Bancshares Inc /De/ (FCNCA)
8-K
2023-01-26
For: 2023-01-24
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2023
_________________________________________________________________
First Citizens BancShares, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (919 ) 716-7000
________________________________________________________________________________
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||||||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On January 26, 2023, First Citizens BancShares, Inc. (“BancShares”) announced its results of operations for the quarter ended December 31, 2022. A copy of BancShares’ press release containing this information is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference. The press release is available on BancShares’ Internet site at http://www.firstcitizens.com.
Item 5.03. Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.
On January 24, 2023, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards and a periodic review of the bylaws of BancShares, the Board of Directors of BancShares (the “Board”) adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the Amended and Restated Bylaws:
•enhance the procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and business proposals made in connection with annual meetings of shareholders by, among other things:
◦requiring a shareholder delivering a nomination notice to comply with Rule 14a-19 under the Securities Exchange Act of 1934, as amended; and
◦providing that, unless otherwise required by law, if a shareholder provides notice under Rule 14a-19 and subsequently fails to comply with the requirements of Rule 14a-19 or fails to provide reasonable evidence sufficient to satisfy BancShares that the requirements of Rule 14a-19 have been met, then BancShares shall disregard any proxies or votes solicited for any nominee proposed by such shareholder.
•clarify that meetings of shareholders and meetings of the Board may be held by means of remote communication in addition to, or instead of, a physical meeting.
•eliminate the requirement that directors own at least 100 shares of BancShares’ Class A common stock.
•make various other updates, including technical, ministerial and conforming changes related to recent amendments to the Delaware General Corporation Law.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
As previously announced, BancShares will host a conference call at 9:00a.m. Eastern time on Thursday, January 26, 2023, to discuss its financial results for the quarter ended December 31, 2022. The slides that will be made available in connection with the presentation are attached as Exhibit 99.2 hereto and incorporated herein by reference.
Item 8.01. Other Events.
On January 24 2023, the Board adopted an amended and restated director retirement policy pursuant to which no person will be eligible to stand for election to the Board at any shareholder meeting following the calendar year in which he or she reaches age 75. Under the Board’s previous director retirement policy, directors were subject to mandatory retirement effective on December 31 of the year during which they reached 75.
In accordance with General Instruction B.2 of Form 8-K, the information presented herein pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure,” including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall the information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits accompany this Report.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Disclosures About Forward-Looking Statements
This Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of BancShares. Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue,” “aims” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause the actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic, political, geopolitical events (including the military conflict between Russia and Ukraine) and market conditions, the impacts of the global COVID-19 pandemic on BancShares’ business, and customers, the financial success or changing conditions or strategies of BancShares’ customers or vendors, fluctuations in interest rates, actions of government regulators, including the recent and projected interest rate hikes by the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including the significant turbulence in the capital or financial markets, the impact of the current inflationary environment, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, the availability of capital and personnel, the timing and authorization of any future repurchases of our Class A common stock under potential share repurchase programs and the failure to realize the anticipated benefits of BancShares’ previous acquisition transaction(s), including the recently-completed transaction with CIT Group Inc., which acquisition risks include (1) disruption from the transaction, or recently completed mergers, with customer, supplier or employee relationships, (2) the possibility that the amount of the costs, fees, expenses and charges related to the transaction may be greater than anticipated, including as a result of unexpected or unknown factors, events or liabilities, (3) reputational risk and the reaction of the parties’ customers to the transaction, (4) the risk that the cost savings and any revenue synergies from the transaction may not be realized or take longer than anticipated to be realized, and (5) difficulties experienced in the integration of the businesses. Except to the extent required by applicable law or regulation, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward-looking statements can be found in BancShares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its other filings with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Citizens BancShares, Inc. | ||||||||||||||
(Registrant) | ||||||||||||||
Date: | January 26, 2023 | By: /s/ Craig L. Nix | ||||||||||||
Name: Craig L. Nix | ||||||||||||||
Title: Chief Financial Officer | ||||||||||||||
Exhibit 3.1
AMENDED AND RESTATED BYLAWS
OF
FIRST CITIZENS BANCSHARES, INC.
(As last amended and restated January 24, 2023)
ARTICLE I
Offices
Section 1. Principal Office: The principal office of the corporation shall be located in Raleigh, Wake County, North Carolina.
Section 2. Registered Offices: The registered office of the corporation required by law to be maintained in the State of Delaware shall be located in Wilmington, New Castle County, Delaware, or such other location as may be designated by the Board of Directors. The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 3. Other Offices: The corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors from time to time may determine, or as the affairs of the corporation may require.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meetings: All meetings of shareholders shall be held at such places within or outside the State of Delaware as may be designated from time to time by the Board of Directors and stated in the notice of the meeting. The Board of Directors may, in its sole discretion, determine that a meeting of shareholders shall, in addition to or instead of a physical meeting, be held by means of remote communication (including virtually) as provided under Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”).
Section 2. Annual Meetings: The annual meeting of shareholders shall be held at the designated location on such date during the first six months of each year as shall be determined by the Board of Directors, the Chairman of the Board, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), or the President. The purpose of such annual meeting shall be to elect directors of the corporation and for the transaction of such other business as may properly be brought before the meeting. The Board of Directors may postpone, reschedule or cancel any annual meeting of shareholders previously scheduled by the Board of Directors.
Section 3. Special Meetings: Subject to the limited rights contained in any certificate of designations of the holders of any outstanding series of preferred stock of the corporation, special meetings of the shareholders may be called at any time only by the Board of Directors, the Chairman of the Board, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), the President, or the Secretary, and shall be called by any of them at the request in writing of a majority of the Board of Directors. Such written request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of shareholders shall be limited to the purpose stated in the notice.
Section 4. Notice of Meetings; Waiver of Notice; Adjournments: Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place (or the means of remote communication, if any, by which shareholders and proxyholders may be deemed to be present in person and to vote at such meeting), date and time of the meeting and the record date for determining the shareholders entitled to vote at the meeting (if such date is different from the record date for shareholders entitled to notice of the meeting). Unless otherwise provided by law, the certificate of incorporation of the corporation (the “Certificate of Incorporation”) or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder's address as it appears on the records of the corporation. Without limiting the manner by which notice otherwise may be effectively given to shareholders, any notice to shareholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL. Notice shall be deemed to have been given to all shareholders of record who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 233 of the DGCL.
In the case of an annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless such a statement is expressly required by the provisions of the DGCL.
In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of a special meeting called by the written request of a majority of the members of the Board of Directors, the notice also shall state that the meeting is being called upon such written request.
Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place (including due to a technical failure to convene or continue the meeting by remote communication). At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. Notice need not be given of any such adjourned meeting if the time, date and place thereof (and, to the extent applicable, the means of remote communication for the meeting) are announced at the meeting, displayed during the time scheduled for the meeting on the electronic network used for the virtual meeting, or set forth in the notice of the meeting; provided that (a) the adjournment is for less than thirty (30) days, and (b) the record date for the meeting is not changed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of shareholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned
meeting to each shareholder of record as of the record date so fixed for notice of such adjourned meeting.
A shareholder may waive any notice required by the DGCL, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Attendance of a shareholder at a meeting shall constitute a waiver of notice of such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 5. Voting Lists: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting (provided, however, if the record date for determining the shareholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the shareholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the shareholders entitled to examine the list of shareholders required by this Section 5 or to vote in person or by proxy at any meeting of shareholders.
Section 6. Quorum: The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by the DGCL or by the Certificate of Incorporation of the corporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 7. Proxies: Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may vote in person or may authorize another person or persons to act for him by proxy. All proxies shall be authorized by written instrument, signed by the shareholder or by his or her attorney-in-fact, or by electronic transmission as permitted by law. No such proxy shall be voted or acted upon after three years from its date of execution, unless the proxy provides for a longer period. The corporation may treat any duly executed proxy as not revoked and in full force and effect until it receives a duly executed instrument revoking it, or a duly executed proxy bearing a later date.
Section 8. Voting of Shares: Unless otherwise provided in the Certificate of Incorporation and subject to the provisions of the DGCL, each shareholder shall at every meeting of shareholders be entitled to one vote for each share of issued and outstanding capital stock held by such shareholder. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, any reference in these Bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.
When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one which by express provision of the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 9. Written Consent by Shareholders: Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of shareholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.
Section 10. Presiding Officer: The Chairman of the Board shall preside at all meetings of shareholders. If the Chairman of the Board is absent or unable or unwilling to preside, the succession order for the presiding officer for purposes of these Bylaws shall be: the Vice Chairmen of the Board in order of seniority, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), the President, and the Secretary. If neither the Chairman of the Board nor any of the other listed officers is present and able and willing to preside, the shareholders may elect a chairman to preside over the meeting.
Section 11. Notice of Shareholder Business and Nominations:
(A) Annual Meetings of Shareholders.
(1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or a duly authorized
committee thereof, or (c) by any shareholder of the corporation who (i) is a shareholder of record of the corporation at the time the notice provided for in this Section 11(A) is delivered to the Secretary of the corporation, (ii) is entitled to vote at the meeting, and (iii) complies with the procedures set forth in this Section 11(A).
(2) For any nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this Section 11, the shareholder must have (a) given timely notice thereof in writing to the Secretary of the corporation and any such proposed business must constitute a proper matter for shareholder action and (b) complied in all respects with the requirements of Regulation 14A under the Exchange Act, including, without limitation, the requirements of Rule 14a-19 (as such rule and regulations may be amended from time to time by the Securities and Exchange Commission (the “SEC”), including any SEC Staff interpretations relating thereto). To be timely, a shareholder’s notice must be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 45th day, nor earlier than the close of business on the 90th day, prior to the first anniversary of the date that proxy statements were first mailed to the corporation's shareholders in conjunction with the preceding year’s annual meeting (as stated in the corporation's proxy materials); provided, however, that in the event that the date of the annual meeting is more than thirty days before or more than seventy days after the anniversary date of the preceding year's annual meeting, notice by the shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.
Such shareholder’s notice shall set forth:
(A) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act; (ii) information relevant to a determination of whether the proposed nominee can be considered an independent director under the listing standards of each principal U.S. exchange upon which the common stock of the corporation is listed, any applicable rules of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the corporation’s directors; (iii) the written consent of each person whom the shareholder proposes to nominate to (1) being named in any proxy statement as a nominee and any associated proxy card, and (2) serving as a director if elected; and (iv) a written and signed statement that such person (1) is not and will not become a party to (y) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a "Voting Commitment") that has not been disclosed to the corporation or (z) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a director of the corporation, with such person's fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other
than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the corporation that has not been disclosed in the notice required by this Section 11 and (3) in such person's individual capacity and on behalf of any person, entity or group on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed codes of ethics and conduct, corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation;
(B) as to any other business that the shareholder proposes to bring before the meeting: (i) a brief description of the business desired to be brought before the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the By-laws of the corporation, the language of the proposed amendment), (iii) a statement of the shareholder's reasons for desiring such business to be brought before the meeting, (iv) any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made, and (v) a description of all agreements, arrangements and understandings between the shareholder and the Shareholder Related Person (as defined below), if any, and any other person or persons (including the names of such persons) in connection with the proposal of such business by such shareholder; and
(C) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such shareholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such shareholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such shareholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, with respect to securities of the corporation, (v) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) a written undertaking by the shareholder or Shareholder Related Person that such shareholder or Shareholder Related Person will deliver to beneficial owners of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors either (a) at least 20 calendar days before the annual meeting, a copy of its definitive proxy statement for the solicitation of proxies for its director candidates or (b) at least 40 calendar days before the annual meeting a Notice of Internet Availability of Proxy Materials that would satisfy the requirements of Rule 14a-16(d) of the Exchange Act, (vii) a description of any proposal or nominations submitted on behalf of such shareholder or any Shareholder Related Person seeking to nominate directors at any other company’s board of directors with a class of equity securities registered pursuant to Section 12 of the Exchange Act within the past 36 months
(whether or not such proposal or nomination was publicly disclosed), and (viii) any other information required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies or votes for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. Unless otherwise required by law, if such shareholder or Shareholder Related Person (1) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the corporation that such shareholder or Shareholder Related Person has met the requirements of Rule 14a-19(a)(3)), then the corporation shall disregard any proxies or votes solicited for any persons nominated by such shareholder or Shareholder Related Person. Upon request by the corporation, if any shareholder or Shareholder Related Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such shareholder or Shareholder Related Person shall deliver to the corporation, no later than five (5) business days prior to the applicable meeting date, reasonable evidence that the shareholder or Shareholder Related Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
A “Shareholder Related Person” of any shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such shareholder, and (iii) any person controlled by or under common control with such shareholder.
Following receipt of notice of a proposed nomination, the corporation may require the shareholder or proposed nominee to provide such other information as may be reasonably necessary to determine the nominee's eligibility to serve as a director of the corporation.
(3) The requirements of paragraph (A)(2) of this Section 11 shall be deemed satisfied by a shareholder, with respect to business other than a nomination, if the shareholder has notified the corporation of his, her, or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting.
(4) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors at the annual meeting is increased effective after the time period for which notices of nominations would otherwise be due under paragraph (A)(2) of this Section 11 and there is no public announcement by the corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by this Section 11(A) regarding the nomination of persons for election as directors also shall be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation.
(B) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. If, as determined by the Board of Directors, the corporation's
notice of meeting indicates that directors shall be elected at a special meeting, nominations of persons for election to the Board of Directors may be made at that meeting (1) by or at the direction of the Board of Directors or a duly authorized committee thereof or (2) by any shareholder of the corporation who is a shareholder of record at the time the notice provided for in this Section 11(B) is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedures set forth in this Section 11(B). In the event the corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to fill the directorships to be voted upon at the meeting, as specified in the corporation’s notice of meeting, if a written notice in the form and containing the information required by paragraph (A)(2) of this Section 11 shall be delivered by the shareholder to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.
(C) General.
(1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible to be elected at an annual or special meeting of shareholders of the corporation to serve as directors, and only such business shall be considered, transacted or voted upon at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11. Except as otherwise provided by law, the presiding officer or chairman of the meeting (as determined as provided in Section 10 of this Article II) shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 11, and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 11, to declare that such nomination shall be disregarded or that such proposed business shall not be considered, transacted or voted upon. Notwithstanding the foregoing provisions of this Section 11, unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting of shareholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be considered, transacted or voted upon, notwithstanding that a written notice of such nomination or proposed business has been received by the corporation in accordance with this Section 11 or that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 11, to be considered a qualified representative of the shareholder, a person must be a duly authorized officer, manager or partner of such shareholder or must be authorized by a writing executed by such shareholder or an electronic transmission delivered by such shareholder to act for such shareholder as proxy at the meeting of shareholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of shareholders.
(2) For purposes of this Section 11, and with respect to any annual or special meeting of shareholders, "public announcement" shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document (including without limitation a Current Report on Form 8-K) publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act, and the rules and regulations promulgated thereunder.
(3) Notwithstanding the foregoing provisions of this Section 11, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 11; provided however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 11 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 11 shall be the exclusive means for a shareholder to make nominations or submit other business (other than, as provided in the first sentence of (A)(3), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as it may be amended from time to time). Nothing in this Section 11 shall be deemed to affect any rights of shareholders (a) to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or (b) of the holders of any series of preferred stock that may be issued from time to time to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.
Section 12. Conduct of Meetings: The time of the opening and the closing of the polls for each matter upon which the shareholders will vote at an annual or special meeting of shareholders shall be announced at the meeting by the presiding officer or chairman of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of a meeting of shareholders, or of meetings of shareholders in general, as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as are adopted by the Board of Directors, the presiding officer or chairman of any meeting of shareholders shall have the right and authority to convene and for any or no reason to adjourn and/or recess the meeting and to prescribe such rules, regulations and procedures, and take all such other actions, as in his or her judgment are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding officer or chairman of the meeting, may include, without limitation: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to shareholders of record of the corporation, their duly authorized and constituted proxies, or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding officer or chairman at any meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business (including without limitation the nomination of a person for election as a director) was not properly brought before the meeting in accordance with these Bylaws and if such presiding officer or chairman should so determine, he or she shall so declare to the meeting and any such matter or business (including any nomination) not properly brought before or made at the meeting shall not be considered, transacted or voted
upon. Unless and to the extent determined by the Board of Directors or the presiding officer or chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.
ARTICLE III
Directors
Section 1. General Powers: The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. The directors shall have and exercise full power in the management and conduct of the business and affairs of the corporation and do all such lawful acts and things as are not by statute, or by Certificate of Incorporation, directed or required to be exercised or done by the shareholders.
Section 2. Number, Term, and Qualifications: The number of directors of the corporation shall be not less than five nor more than thirty. The Board of Directors shall determine the exact number of directors which shall be not less than five nor more than thirty without a Bylaw modification. Subject to any limitations on service prescribed by the Board of Directors, each director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified. Directors need not be residents of the State of Delaware; provided, however, that not less than three-fourths (3/4) of the directors shall be citizens of the United States of America.
Section 3. Election of Directors: Except as provided in Section 5 of this Article III, the directors shall be elected by written ballot at the annual meeting of the shareholders and those persons who receive the highest number of votes shall be deemed to have been elected.
Section 4. Removal: Any director may be removed from office, with or without cause, by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors. If any directors are so removed, new directors may be elected at the same meeting.
Section 5. Vacancies: Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any shareholder or shareholders owning at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 6. Chairman and Vice Chairmen of the Board: The Board of Directors shall from time to time elect from among its members a Chairman of the Board and may elect from among its members such Vice Chairmen as it may deem advisable. The Chairman of the Board shall preside at all meetings of the Board of Directors. If the Chairman of the Board is absent or unable or unwilling to preside, the succession order for the presiding officer for purposes of these
Bylaws shall be the Vice Chairmen of the Board in order of seniority; the Chief Executive Officer, if not the Chairman of the Board and if a member of the Board of Directors; and the President, if a member of the Board of Directors. If neither the Chairman of the Board nor any of the other listed officers is present and able and willing to preside, the directors present may elect a chairman to preside over the meeting.
Section 7. Compensation: The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board. Members of special or standing committees of the Board of Directors may be allowed like compensation and expenses for their committee services.
Section 8. Committees of the Board: The Board of Directors may designate one or more committees of the Board, each committee to consist of two or more directors of the corporation. The corporation elects to be governed by Section 141(c)(2) of the DGCL. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in these Bylaws and in the resolution creating and delegating authorities to the committee, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it, except as limited by the provisions of the DGCL. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors or as set forth in these Bylaws. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
ARTICLE IV
Meetings of Directors
Section 1. Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings, one of which shall be held in each calendar quarter.
Section 2. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Board of Directors, the Chairman of the Board, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), the President, or any two directors. Such meetings may be held either within or without the State of Delaware.
Section 3. Notice of Meetings; Waiver of Notice: Regular meetings of the Board of Directors may be held without notice.
The person or persons calling a special meeting of the Board of Directors shall, at least one day before the meeting, give each director written notice, notice by electronic transmission, or oral notice (in person or on the telephone) of the time, date and place of the meeting. Such notice need not specify the purpose for which the meeting is called, unless a statement of the specific purpose is otherwise required by these Bylaws. Unless otherwise indicated in the notice, any and all business may be transacted at the special meeting. Notice of any meeting may be waived by an instrument in writing executed before or after the meeting. Attendance in person including through means of remote communication at any such meeting shall constitute a waiver of notice thereof unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 4. Quorum; Participation by Means of Remote Communications: A majority of the duly elected and qualified members of the Board of Directors (but in any event not fewer than one-third of the total number of directors as established by these Bylaws and fixed by the Board of Directors) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.
Section 5. Manner of Acting: Except as otherwise provided in these Bylaws, or as specifically provided by statute or by the Certificate of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Action by Unanimous Consent of Directors: Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or of a committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or the electronic transmission or transmissions are filed with the minutes of proceedings of the Board or the committee.
ARTICLE V
Executive Committee
Section 1. Members and General Powers: The Board of Directors may appoint an Executive Committee which shall be composed of not less than three nor more than nine directors who shall have and exercise the powers of the Board of Directors in the management of the business affairs of the corporation, except at such time as the Board of Directors is in session, and subject to the limitations of Section 141(c)(2) of the DGCL. However, the Board of Directors shall have the power to direct, limit or control said Executive Committee by resolution at any special or regular meeting of the Board of Directors or by general rules adopted for its guidance. The Executive Committee shall not have any authority to take any action prohibited by the DGCL.
Action taken by the Executive Committee within the scope of its authority shall, for all purposes, be considered action taken by the Board of Directors.
A majority of the members of the Executive Committee shall constitute a quorum. Further, the Executive Committee shall have authority to take action by unanimous written consent as provided in Article IV, Section 6 for the Board of Directors.
Section 2. Vacancies: Any vacancy occurring on the Executive Committee shall be filled by the Board at a regular or special meeting of the Board of Directors.
Section 3. Removal: Any member of the Executive Committee may be removed at any time with or without cause by the Board.
Section 4. Minutes: The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board.
Section 5. Chairman of the Executive Committee: A Chairman of the Executive Committee shall be elected by the members of the Board of Directors from their number at any meeting of the Board. The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee and perform such other duties as may be directed by the Executive Committee.
ARTICLE VI
Officers
Section 1. Number: The officers of the corporation shall consist of a Chairman of the Board, a President, a Treasurer, and a Secretary, and may also consist of one or more Vice Chairmen of the Board, Vice Presidents (including Executive, Senior, and other such specially designated Vice Presidents), Assistant Vice Presidents, Assistant Treasurers, and Assistant Secretaries as may from time to time be elected by the Board of Directors, and such other officers as may be deemed necessary or advisable by the Board of Directors.
The other officers of the corporation that may be elected by the Board of Directors as provided above may have such titles as may be deemed advisable or appropriate by the Board of Directors, whether or not reflected in these Bylaws, and those officers' titles may from time to time designate them as having special responsibility and authority over some particular facet or facets of the corporation’s business. For example and without limitation, from time to time the Board of Directors may by resolution designate an officer of the corporation as the Chief Executive Officer (with general executive authority over the business of the corporation), the Chief Operating Officer (with general authority over the day-to-day operations of the corporation), the Chief Financial Officer (with general authority over the finances of the corporation) and/or the Chief Strategy Officer (with general authority over planning and strategy for all or designated portions of the business of the corporation).
Any officers so elected and/or designated by the Board shall be officers of the corporation, without regard to whether they have any other officer titles specifically listed in these Bylaws, and they shall have such powers, authority, responsibilities, and duties as may from time to time be prescribed, given, or assigned to them by the Board of Directors, the
Chairman of the Board, or the Chief Executive Officer, or as provided in these Bylaws. Any two or more offices may be held by the same person, except that no officer may act in more than one capacity where action of two or more officers is required.
Section 2. Election and Term: The officers of the corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office at the pleasure of the Board until his death, resignation, retirement, removal, disqualification, or until his successor is duly elected and qualified.
Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the affirmative vote of a majority of the Board with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Compensation: The compensation of all officers of the corporation shall be fixed by the Board of Directors or as delegated by the Board of Directors.
Section 5. Authority to Execute Documents: Except where the signing of a document is required by law to be performed by some other officer or agent of the corporation or the Board of Directors has expressly delegated the authority to sign a document to some other officer or agent of the corporation to the exclusion of all others, the Chairman of the Board, each Vice Chairman of the Board, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), the President, or any one or more of them, are authorized to sign the following on behalf of the corporation: certificates for shares of the corporation, deeds, leases, mortgages, bonds, notes, drafts, contracts, and any other documents which may be lawfully executed on behalf of the corporation.
Section 6. Chairman of the Board: Subject to the supervision and control of the Board of Directors, the Chairman of the Board shall perform all duties incident to the office of Chairman of the Board and such other duties as are provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.
Unless a different succession is specified in these Bylaws or prescribed by the Board of Directors, in the absence of the Chairman of the Board or in the event of his death, disability, or refusal to act, and until a permanent successor to the Chairman of the Board shall have been appointed by the Board of Directors, the succession order for the duties and responsibilities of the Chairman of the Board shall be: the Vice Chairmen of the Board in order of seniority; the Chief Executive Officer (if not the Chairman of the Board and if a member of the Board of Directors); and the President, if a member of the Board of Directors.
Section 7. Vice Chairmen of the Board: From time to time the Board of Directors may elect from among its members one or more Vice Chairmen of the Board. Subject to the supervision and control of the Board of Directors and the Chairman of the Board, each Vice Chairman of the Board shall perform such duties as are provided in these Bylaws or as may be prescribed from time to time by the Board of Directors or the Chairman of the Board.
Section 8. President: Subject to the supervision and control of the Board of Directors, the Chairman of the Board, and the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), the President shall have such powers,
responsibilities, authorities, and duties as are provided in these Bylaws or as may from time to time be prescribed, given, or assigned to him by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer.
Section 9. Vice Presidents and Assistant Vice Presidents: Subject to the supervision and control of the Board of Directors, the Chairman of the Board, and the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), the Vice Presidents (including Executive, Senior, and other such specially designated Vice Presidents) and Assistant Vice Presidents shall have such powers, authority, responsibilities, and duties as may from time to time be prescribed, given, or assigned to them by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer.
Section 10. Secretary: The Secretary shall attend and keep accurate records of the acts and proceedings of all meetings of shareholders and directors. The Secretary shall give or cause to be given all notices required by law and by these Bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal, and he may attest to the signature of any other corporate officer and affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. The Secretary shall sign such instruments as may require his signature and shall perform such other duties as may be assigned to him from time to time by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors). The Secretary shall sign certificates for shares of the corporation with the Chairman of the Board, any Vice Chairman of the Board, the President, or any other authorized officer.
Section 11. Assistant Secretaries: In the absence of the Secretary or in the event of his death, disability, or refusal to act, the Assistant Secretaries in the order of their seniority (unless otherwise determined by the Board of Directors) shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretaries shall also perform such other duties as may be assigned to them from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), or the Secretary. Any Assistant Secretary may attest to the signature of any other corporate officer and affix the corporate seal to any lawfully executed instrument requiring it. Any Assistant Secretary may sign certificates for shares of the corporation with the Chairman of the Board, any Executive Vice Chairman of the Board, any Vice Chairman of the Board, the President, or any other authorized officer.
Section 12. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the corporation and shall render an account of all his transactions as Treasurer and of the financial condition of the corporation to the Board of Directors at its regular meetings and at such other times as the Board of Directors may require. The Treasurer shall perform all duties incident to his office and such other duties as may be assigned to him from time to time by the Board of
Directors, the Chairman of the Board, or the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors).
Section 13. Assistant Treasurers: In the absence of the Treasurer or in the event of his death, disability, or refusal to act, the Assistant Treasurers in the order of their seniority (unless otherwise determined by the Board of Directors), shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurers shall perform such other duties as may be assigned to them from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors), or the Treasurer.
Section 14. Other Officers: The duties of all officers and employees not defined and enumerated in the Bylaws shall be prescribed and fixed by the Board of Directors or, in the absence of any such directive, the Chairman of the Board, or the Chief Executive Officer (if a Chief Executive Officer shall have been designated by the Board of Directors). In carrying out those duties, each such officer shall have the authority to do all other acts necessary to be done to carry out their prescribed duties unless otherwise ordered by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer, including, but not limited to, the power to sign, certify or endorse notes, certificates of indebtedness, deeds, checks, drafts or other contracts for and on behalf of the corporation and/or to affix the seal of the corporation to such documents as may require it.
Section 15. Bonds: The Board of Directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 16. Seniority: When these Bylaws call for officers to serve in the order of their seniority, the seniority of each such officer shall be determined based on the length of time the officer has held the office in question.
ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract, lease, or to execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances. The Board of Directors may enter into employment contracts for any length of time it deems wise.
Section 2. Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or specific in nature and scope.
Section 3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the corporation not otherwise employed from time to time shall be deposited to the credit of the corporation in such depositories as the Board of Directors shall direct.
ARTICLE VIII
Stock and Stock Transfer
Section 1. Certificates of Stock: Stock of the corporation may be issued, registered and held with or without certificates to represent such stock. The Board of Directors by resolution or resolutions may provide that some or all of any or all classes or series of stock shall be uncertificated shares. If stock is represented by certificates, the certificates shall be issued in such form as the Board of Directors shall determine. Such stock certificates shall indicate thereon a reference to any and all restrictive conditions of said stock. These certificates shall be signed by the Chairman of the Board, or a Vice Chairman of the Board, or the President, or any Vice President and the Secretary, an Assistant Secretary, Treasurer or an Assistant Treasurer, or may have facsimile signatures of such officers placed thereon and such officers shall have the power to make or order to be made by an authorized officer or transfer agent any and all transfers of the securities of the corporation. Stock certificates shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and the date of issue, shall be entered on the stock transfer books of the corporation. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such an officer, transfer agent or registrar at the date of issue. Where stock is not represented by certificates, the name and address of the persons to whom they are registered, with the number of shares and the date of registration, shall be entered on the stock transfer books of the corporation; and within a reasonable time after the registration of such stock, the corporation shall send the shareholder to whom such stock has been registered a written statement of the information otherwise required by law to be on a certificate evidencing those shares.
Section 2. Transfer of Stock: Transfers of stock shall be made on the stock transfer books of the corporation upon surrender of the certificates for the shares sought to be transferred by the registered holder thereof or by his duly authorized agent, transferee or legal representative or, in the case of uncertificated shares, upon the written request of such persons in such form and with such documentation as the Board may establish. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued, or before any shares shall be registered to the current or a subsequent holder without certificate. Upon surrender to the corporation or its transfer agent of a certificate for shares, or in the case of an uncertificated share upon delivery of written request together with any required information or documentation, which is duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation or its transfer agent to issue a new certificate or, upon appropriate request, to register uncertificated shares to the person entitled thereto, to cancel any old certificate and to record the transaction upon its books. The corporation shall maintain, or cause one or more stock transfer agents to maintain, stock transfer records containing the
name and address of each shareholder of record and the number of shares and class or series of stock held by each such shareholder.
Section 3. Fixing Record Date:
(a) In order that the corporation may determine the shareholders entitled to notice of any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of shareholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote in accordance with the foregoing provisions of this subsection (a) at the adjourned meeting.
(b) In order that the corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the corporation may determine the shareholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining shareholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Section 4. Lost Certificates: The Board of Directors may authorize and direct the issuance of a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors in its discretion may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
Section 5. Registered Shareholders: The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice hereof, except as otherwise provided by the laws of Delaware.
Section 6. Treasury Shares: Treasury shares of the corporation shall consist of such shares as have been issued and thereafter acquired but not retired by the corporation.
ARTICLE IX
General Provisions
Section 1. Dividends: Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors or the Executive Committee at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
Section 2. Seal: The corporate seal of the corporation shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 3. Notice and Waiver of Notice: Whenever any notice is required to be given to any shareholder or director under the provisions of the DGCL or under the provisions of the Certificate of Incorporation or Bylaws of this corporation, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors, and to shareholders to the extent and in the manner permitted by applicable law, may also be given by telegram, telephone, telecopier or other electronic transmission.
Whenever notice is required to be given under the provisions of the DGCL or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing or by electronic transmission, signed or given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
The attendance by a director at a meeting of the Board or a committee of the Board shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
The attendance by a shareholder at a meeting of shareholders shall constitute a waiver of notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4. Amendments: Except as otherwise provided herein, these Bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular meeting of the Board of Directors or the shareholders, or at any special meeting of the Board of Directors or shareholders if notice of such alteration, amendment, repeal or adoption, be contained in the notice of said special meeting.
Section 5. Fiscal Year: The fiscal year of the corporation shall be fixed by the Board of Directors.
Section 6. Indemnification:
(a) Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, or employee of the corporation or, while a director, officer, or employee of the corporation, is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines, taxes, including ERISA excise taxes, or penalties, and amounts paid in settlement) reasonably incurred by such Covered Person, and such indemnification shall continue as to a Covered Person who has ceased to be a director, officer, employee, or agent and inure to the benefit or his or her heirs, executors, and administrators. Notwithstanding the preceding sentence, except as otherwise provided in Section 6(c), the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the corporation.
(b) Advancement of Expenses. The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in
defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Section 6 or otherwise.
(c) Claims. If a claim for indemnification under this Section 6 (following the final disposition of such proceeding) is not paid in full within sixty days after the corporation has received a claim therefor by the Covered Person, or, subject to subsection 6(b), if a claim for any advancement of expenses under this Section 6 is not paid in full within thirty days after the corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action, the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
(d) Non-exclusivity of Rights. The rights conferred on any Covered Person by this Section 6 shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.
(e) Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
(f) Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these Bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.
(g) Other Indemnification and Advancement of Expenses. This Section 6 shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
Section 7. Exclusive Forum for Certain Disputes: Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the federal district court for the District of Delaware, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the corporation, (2) any action asserting a claim of breach of a duty owed by any director, officer, other employee or shareholder of the corporation to the corporation or the corporation's shareholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of
Chancery of the State of Delaware, and (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 7.
NEWS RELEASE For Immediate Release Contact: Deanna Hart Barbara Thompson January 26, 2023 Investor Relations Corporate Communications 919-716-2137 919-716-2716 FIRST CITIZENS BANCSHARES REPORTS FOURTH QUARTER 2022 EARNINGS RALEIGH, N.C. -- First Citizens BancShares, Inc. (“BancShares”) (NASDAQ: FCNCA) reported earnings for the fourth quarter and year-to-date period ended December 31, 2022. Chairman and CEO Frank B. Holding, Jr. commented on the financial results for the quarter and year ended December 31, 2022: “First Citizens delivered solid financial results in 2022 marked by strong top line growth, low credit losses and well controlled expenses. Since the completion of our merger with CIT on January 3, 2022, we have successfully integrated our two companies and are now focused on capitalizing on opportunities to create positive operating leverage by growing revenues and optimizing our operations. We continued to execute on our capital strategy in the fourth quarter, completing our stock repurchase plan while still exceeding our CET 1 target. Looking ahead, we believe that we will have the ability to resume share buybacks in the second half of this year. We have also remained diligent in positioning ourselves to meet the regulatory requirements of a new large financial institution.” Holding added: “We are pleased with the performance of our lines of business during the year, achieving robust loan growth in the General Bank and in Industry Verticals and Business Capital within the Commercial Bank. Despite a challenging environment for deposits driven by unprecedented quantitative tightening, we experienced modest growth in noninterest checking accounts and only experienced a slight decline in deposits during the year. During the fourth quarter, deposits grew at an annualized rate of 8.4% driven by growth in our Direct Bank.” Holding concluded: “While we acknowledge concerns in the broader economy, and although we experienced an increase in nonaccrual loans during the fourth quarter, overall credit quality remains strong, and we are not seeing signs of significant loan portfolio deterioration. We enter 2023 with solid capital and liquidity positions and we believe that we are well positioned to continue to build customer relationships and grow our balance sheet profitably. And last but not least, I want to thank all of our associates for working so hard in 2022 on merger integration and to support our stockholders, customers and communities.” FINANCIAL HIGHLIGHTS For the fourth quarter, net income available to common stockholders was $243 million, or $16.67 per diluted common share, compared to $303 million, or $19.25 per diluted common share in the third quarter of 2022. Fourth quarter results were impacted by the strategic decision to exit $1.2 billion of Bank Owned Life Insurance policies. The surrender of the policies resulted in a tax charge of $55 million. Favorable market conditions prompted us to exit this long-term, illiquid asset and, as we receive proceeds from the surrender, it increases our capital and liquidity positions while at the same time allowing us to invest in highly liquid assets at higher yields. During the fourth quarter, we repurchased 472,586 shares of Class A common stock for a total cost of $398 million. For the year, we repurchased 1,500,000 shares of Class A common stock for a total cost of $1.2 billion. 1
Fourth quarter adjusted net income available to common stockholders was $306 million, or $20.94 per diluted common share, as compared to $326 million, or $20.77 per diluted common share in the third quarter. The following bullets highlight significant changes in the components of net income and adjusted net income between the third and fourth quarters (see the supporting tables for a reconciliation of GAAP net income to adjusted net income): Net interest income - Reported • Net interest income totaled $802 million compared to $795 million in the third quarter. The $7 million increase was primarily due to a higher yield on earning assets and loan growth, partially offset by higher funding costs and average balances. • Net interest margin was 3.36%, a decrease of 4 basis points compared to the third quarter. The yield on earning assets increased by 49 basis points while the cost of funding them increased by 53 basis points. The cost of funding earning assets increased due to higher rates paid on interest-bearing deposits and borrowings as well as a mix shift between noninterest-bearing and interest-bearing deposits. Noninterest income and expense - Reported • Noninterest income totaled $429 million compared to $433 million in the third quarter, a decrease of $4 million. Rental income on operating lease equipment increased $5 million on a gross basis driven by continued improvement in utilization and a higher lease rate. Noninterest income from fee generating lines of business including service charges on deposit accounts, factoring and insurance commissions, card services and fee income and other service charges increased $8 million. Other noninterest income declined by $17 million, spread among various accounts. • Noninterest expense totaled $760 million for both the third and fourth quarters. While the total was unchanged over the prior quarter, there was a $6 million increase in marketing costs related to the Direct Bank and a $3 million increase in net occupancy expense due to increased repairs and utilities costs. These were offset by a $4 million decline in maintenance and depreciation expense on operating lease equipment, a $4 million decline in merger-related expenses and a $1 million decline in other operating expenses spread among various accounts. Noninterest income and expense - Adjusted • Adjusted noninterest income totaled $290 million compared to $288 million in the third quarter, an increase of $2 million. The combination of higher rental income discussed above and a $4 million decline in depreciation and maintenance expense on operating lease equipment resulted in a $9 million increase in adjusted rental income on operating lease equipment. Noninterest income from fee generating lines of business including service charges on deposit accounts, factoring and insurance commissions, card services and fee income and other service charges increased $8 million. Other noninterest income declined by $15 million, spread among various accounts. • Adjusted noninterest expense totaled $590 million compared to $577 million in the third quarter, an increase of $13 million primarily due to the $6 million increase in marketing costs related to the Direct Bank, the $3 million increase in net occupancy expense noted above and a $4 million increase in other operating expenses spread among various accounts. Credit • Provision for credit losses totaled $79 million compared to $60 million in the third quarter, an increase of $19 million. The increase was primarily due to an increase in net charge-offs and a reserve build in the quarter. The increase in allowance for credit losses over the prior quarter was due to changes in reserves on individually evaluated loans, loan growth and continued deterioration in the economic outlook, partially offset by a change in portfolio mix. • Net charge-offs totaled $24 million or a ratio of 0.14% of average loans, compared to $18 million or a ratio of 0.10% of average loans during the third quarter. 2
• Nonaccrual loans as a percentage of total loans increased this quarter to 0.89% from 0.65%. The increase in nonaccrual loans was driven primarily by our non-owner occupied commercial real estate portfolio and more specifically related to general office exposure in the Commercial Bank segment. Balance Sheet • Loans totaled $70.8 billion, an increase of $1.0 billion, or 5.6% on an annualized basis due to strong growth in our branch network, Mortgage and Business Capital, partially offset by declines in Commercial Services and Real Estate Finance. • Deposits totaled $89.4 billion, an increase of $1.9 billion, or 8.4% on an annualized basis. Interest-bearing deposits increased $3.5 billion driven primarily by the $2.5 billion of growth in the Direct Bank and the addition of $0.7 billion in brokered deposits. • Borrowings decreased $1.7 billion during the quarter, replaced by interest-bearing deposits to support our asset growth. EARNINGS CALL DETAILS BancShares will host a conference call and webcast to discuss the company's financial results on Thursday, January 26, 2023, at 9 a.m. Eastern time. To access this call, dial: United States: 1-844-200-6205 Canada: 1-833-950-0062 All other locations: 1-929-526-1599 Access code: 836216 The fourth quarter 2022 earnings presentation and this news release are available on the company’s website at ir.firstcitizens.com, and the conference call will be webcast live at this same location. A replay of the call will be available until Thursday, February 16, 2023, by calling 1-866-813-9403 (United States), 1-226-828-7578 (Canada) or +44-204-525-0658 (all other locations) and referencing access code 724723. A webcast archive of the conference call will be available through February 16, 2023, at ir.firstcitizens.com. ABOUT FIRST CITIZENS BANCSHARES First Citizens BancShares, Inc. (NASDAQ: FCNCA), a top 20 U.S. financial institution with more than $100 billion in assets, is the financial holding company for First-Citizens Bank & Trust Company (“First Citizens Bank”). First Citizens Bank helps personal, business, commercial and wealth clients build financial strength that lasts. Founded in 1898 and headquartered in Raleigh, N.C., First Citizens is the largest family-controlled bank in the United States, providing a unique legacy of strength, stability and long-term thinking that has spanned generations. First Citizens Bank offers an array of general banking services including a network of 500-plus branches in 22 states; commercial banking expertise delivering best-in-class lending, leasing and other financial services coast to coast; and a nationwide direct bank. Discover more at firstcitizens.com. 3
FORWARD-LOOKING STATEMENTS This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of BancShares. Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue”, “aims” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other risk factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause the actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic, political, geopolitical events (including the military conflict between Russia and Ukraine) and market conditions, the impacts of the global COVID-19 pandemic on BancShares’ business and customers, the financial success or changing conditions or strategies of BancShares’ customers or vendors, fluctuations in interest rates, actions of government regulators, including the recent and projected interest rate hikes by the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including the significant turbulence in the capital or financial markets, the impact of the current inflationary environment, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, the availability of capital and personnel, the timing and authorization of any future repurchases of our Class A common under potential share repurchase programs and the failure to realize the anticipated benefits of BancShares’ previous acquisition transaction(s), including the recently completed transaction with CIT, which acquisition risks include (1) disruption from the transaction, or recently completed mergers, with customer, supplier or employee relationships, (2) the possibility that the amount of the costs, fees, expenses and charges related to the transaction may be greater than anticipated, including as a result of unexpected or unknown factors, events or liabilities, (3) reputational risk and the reaction of the parties’ customers to the transaction, (4) the risk that the cost savings and any revenue synergies from the transaction may not be realized or take longer than anticipated to be realized and (5) difficulties experienced in the integration of the businesses. Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward-looking statements can be found in BancShares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its other filings with the Securities and Exchange Commission (the “SEC”). NON-GAAP MEASURES Certain measures in this release and supporting tables, including those referenced as “Adjusted”, are “Non-GAAP”, meaning they are not presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”) and also are not codified in U.S. banking regulations currently applicable to BancShares. BancShares believes that Non-GAAP financial measures, when reviewed in conjunction with GAAP financial information, can provide transparency about or an alternative means of assessing its operating results and financial position to its investors, analysts and management. Non-GAAP measures should be considered a supplement to, and not a substitute for, financial measures prepared in accordance with GAAP. The Non-GAAP measures are reconciled to the most directly comparable GAAP measure, in the Non-GAAP reconciliation table(s) at the end of this earnings release, and notable items are summarized in a separate table. 4
Dollars in millions, except per share data BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Summary Financial Data & Key Metrics 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Results of Operations: Net interest income $ 802 795 357 2,946 1,390 Provision (benefit) for credit losses 79 60 (5) 645 (37) Net interest income after provision for credit losses 723 735 362 2,301 1,427 Noninterest income 429 433 114 2,136 508 Noninterest expense 760 760 323 3,075 1,234 Income before income taxes 392 408 153 1,362 701 Income tax expense 135 93 30 264 154 Net income 257 315 123 1,098 547 Preferred stock dividends 14 12 4 50 18 Net income available to common stockholders $ 243 303 119 1,048 529 Adjusted net income available to common stockholders(1) 306 326 126 1,201 509 Pre-tax, pre-provision net revenue (PPNR)(1) 471 468 148 2,007 664 Per Share Information: Diluted earnings per common share (EPS) $ 16.67 19.25 12.09 67.40 53.88 Adjusted diluted earnings per common share (EPS)(1) 20.94 20.77 12.82 77.24 51.88 Book value per common share 605.36 597.75 447.95 605.36 447.95 Tangible book value per common share (TBV)(1) 571.89 564.97 410.74 571.89 410.74 Key Performance Metrics: Return on average assets (ROA) 0.93 % 1.16 % 0.84 % 1.01 % 1.00 % Adjusted ROA(1) 1.15 1.24 0.89 1.15 0.96 PPNR ROA(1) 1.70 1.72 1.01 1.84 1.21 Adjusted PPNR ROA(1) 1.81 1.86 1.08 1.64 1.16 Return on average common equity (ROE) 11.05 12.49 10.96 11.15 12.84 Adjusted ROE(1) 13.89 13.47 11.63 12.78 12.36 Return on average tangible common equity (ROTCE)(1) 11.70 13.17 12.00 11.78 14.12 Adjusted ROTCE(1) 14.71 14.20 12.72 13.50 13.60 Efficiency ratio 61.74 61.91 68.52 60.50 64.98 Adjusted efficiency ratio(1) 54.08 53.32 66.31 56.40 65.11 Net interest margin (NIM)(2) 3.36 3.40 2.58 3.14 2.66 Select Balance Sheet Items at Period End: Total investment securities $ 19,369 18,841 13,110 19,369 13,110 Total loans and leases 70,781 69,790 32,372 70,781 32,372 Total operating lease equipment, net 8,156 7,984 — 8,156 — Total deposits 89,408 87,553 51,406 89,408 51,406 Total borrowings 6,645 8,343 1,784 6,645 1,784 Loan to deposit ratio 79.17 % 79.71 % 62.97 % 79.17 % 62.97 % Noninterest-bearing deposits to total deposits 27.87 % 30.37 % 41.64 % 27.87 % 41.64 % Capital Ratios at Period End: (3) Total risk-based capital ratio 13.18 % 13.46 % 14.35 % 13.18 % 14.35 % Tier 1 risk-based capital ratio 11.06 11.36 12.47 11.06 12.47 Common equity Tier 1 ratio 10.08 10.37 11.50 10.08 11.50 Tier 1 leverage capital ratio 9.06 9.31 7.59 9.06 7.59 Asset Quality at Period End: Nonaccrual loans to total loans and leases 0.89 % 0.65 % 0.37 % 0.89 % 0.37 % Allowance for credit losses (ACL) to loans and leases 1.30 1.26 0.55 1.30 0.55 Net charge-off ratio 0.14 0.10 -0.01 0.12 0.03 (1) Denotes a non-GAAP measure. Refer to the non-GAAP reconciliation subsequently included in these materials for a reconciliation to the most directly comparable GAAP measure. “Adjusted” items exclude the impact of Notable Items. (2) Calculated net of average credit balances of factoring clients. (3) Capital ratios for the current quarter are preliminary pending completion of quarterly regulatory filings. 5
Dollars in millions, except share and per share data BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Income Statement (unaudited) 0 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Interest income Interest and fees on loans $ 892 785 328 2,953 1,295 Interest on investment securities 92 90 39 354 145 Interest on deposits at banks 56 31 4 106 11 Total interest income 1,040 906 371 3,413 1,451 Interest expense Deposits 176 78 8 335 33 Borrowings 62 33 6 132 28 Total interest expense 238 111 14 467 61 Net interest income 802 795 357 2,946 1,390 Provision (benefit) for credit losses 79 60 (5) 645 (37) Net interest income after provision for credit losses 723 735 362 2,301 1,427 Noninterest income Rental income on operating lease equipment 224 219 — 864 — Fee income and other service charges 45 44 11 163 42 Wealth management services 35 35 33 142 129 Service charges on deposit accounts 23 21 26 100 95 Factoring commissions 26 24 — 104 — Cardholder services, net 26 25 22 102 87 Merchant services, net 8 8 7 35 33 Insurance commissions 13 11 4 47 16 Realized gain on sale of investment securities available for sale, net — — — — 33 Fair value adjustment on marketable equity securities, net 2 (2) 3 (3) 34 Bank-owned life insurance 7 8 1 32 3 Gain on sale of leasing equipment, net 2 2 — 15 — Gain on acquisition — — — 431 — Gain on extinguishment of debt — 1 — 7 — Other noninterest income 18 37 7 97 36 Total noninterest income 429 433 114 2,136 508 Noninterest expense Depreciation on operating lease equipment 88 87 — 345 — Maintenance and other operating lease expenses 47 52 — 189 — Salaries and benefits 352 351 193 1,396 759 Net occupancy expense 50 47 30 194 117 Equipment expense 55 55 30 216 119 Professional fees 13 13 7 57 20 Third-party processing fees 26 27 16 103 60 FDIC insurance expense 5 5 4 31 14 Marketing 21 15 3 53 10 Merger-related expenses 29 33 9 231 29 Intangible asset amortization 6 5 3 23 12 Other noninterest expense 68 70 28 237 94 Total noninterest expense 760 760 323 3,075 1,234 Income before income taxes 392 408 153 1,362 701 Income tax expense 135 93 30 264 154 Net income $ 257 315 123 1,098 547 Preferred stock dividends 14 12 4 50 18 Net income available to common stockholders $ 243 303 119 1,048 529 Basic earnings per common share $ 16.69 19.27 12.09 67.47 53.88 Diluted earnings per common share $ 16.67 19.25 12.09 67.40 53.88 Weighted average common shares outstanding (basic) 14,590,387 15,711,976 9,816,405 15,531,924 9,816,405 Weighted average common shares outstanding (diluted) 14,607,426 15,727,993 9,816,405 15,549,944 9,816,405 6
Dollars in millions BancShares BancShares BancShares Balance Sheet (unaudited) 12/31/22 9/30/22 12/31/21 Assets Cash and due from banks $ 518 481 338 Interest-earning deposits at banks 5,025 6,172 9,115 Investment in marketable equity securities 95 92 98 Investment securities available for sale 8,995 9,088 9,203 Investment securities held to maturity 10,279 9,661 3,809 Assets held for sale 60 21 99 Loans and leases 70,781 69,790 32,372 Allowance for credit losses (922) (882) (178) Loans and leases, net of allowance for credit losses 69,859 68,908 32,194 Operating lease equipment, net 8,156 7,984 — Premises and equipment, net 1,456 1,410 1,233 Goodwill 346 346 346 Other intangible assets 140 145 19 Other assets 4,369 5,002 1,855 Total assets $ 109,298 109,310 58,309 Liabilities Deposits: Noninterest-bearing $ 24,922 26,587 21,405 Interest-bearing 64,486 60,966 30,001 Total deposits 89,408 87,553 51,406 Credit balances of factoring clients 995 1,147 — Borrowings: Short-term borrowings 2,186 3,128 589 Long-term borrowings 4,459 5,215 1,195 Total borrowings 6,645 8,343 1,784 Other liabilities 2,588 2,434 381 Total liabilities 99,636 99,477 53,571 Stockholders’ equity Preferred stock 881 881 340 Common stock: Class A - $1 par value 14 14 9 Class B - $1 par value 1 1 1 Additional paid in capital 4,109 4,506 — Retained earnings 5,392 5,160 4,378 Accumulated other comprehensive loss (735) (729) 10 Total stockholders’ equity 9,662 9,833 4,738 Total liabilities and stockholders’ equity $ 109,298 109,310 58,309 7
Dollars in millions, except share per share data BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Notable Items (1) 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Noninterest income Rental income on operating lease equipment (2) $ (135) (139) — (534) — Realized gain on sale of investment securities available for sale, net — — — — (33) Fair value adjustment on marketable equity securities, net (2) 2 (3) 3 (34) Gain on sale of leasing equipment, net (2) (2) — (15) — Gain on acquisition — — — (431) — Gain on extinguishment of debt — (1) — (7) — Other noninterest income (3) — (5) — (11) — Impact on adjusted noninterest income (139) (145) (3) (995) (67) Noninterest expense Depreciation on operating lease equipment (2) (88) (87) — (345) — Maintenance and other operating lease expenses (2) (47) (52) — (189) — Merger-related expenses (29) (33) (9) (231) (29) Intangible asset amortization (6) (5) (3) (23) (12) Other noninterest expense (4) — (6) — 18 — Impact on adjusted noninterest expense (170) (183) (12) (770) (41) CECL Day 2 provision and reserve for unfunded commitments — — — (513) — Impact on adjusted pre-tax income 31 38 9 288 (26) Income tax impact (5) (6) (32) 15 2 135 (6) Impact on adjusted net income $ 63 23 7 153 (20) Impact on adjusted diluted EPS $ 4.27 1.52 0.73 9.84 (2.00) (1) Notable items include income and expense for infrequent transactions and certain recurring items (typically noncash) that Management believes should be excluded from adjusted measures (non-GAAP) to enhance understanding of operations and comparability to historical periods. Management utilizes both GAAP and adjusted measures (non-GAAP) to analyze the Company’s performance. Refer to the Non-GAAP reconciliation table(s) at the end of this earnings release for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measures. (2) Depreciation and maintenance and other operating lease expenses are reclassified from noninterest expense to a reduction of rental income on operating lease equipment. There is no net impact to earnings for this notable item as adjusted noninterest income and expense are reduced by the same amount. Adjusted rental income on operating lease equipment (non-GAAP) is net of depreciation and maintenance expense for operating lease equipment. Management believes this measure enhances comparability to banking peers, primarily due to the extent of our rail and other equipment rental activities. Refer to the Non-GAAP reconciliation table(s) at the end of this earnings release for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. (3) Primarily includes the following: 3Q22- contract settlement with a rail customer; YTD22- contract settlement with rail customer and gain on sale of other assets. (4) Primarily includes the following: 3Q22- impairment of a call center facility; YTD22- impairment of a call center facility and termination of two post retirement benefit plans. (5) Includes $55 million of tax expense related to the early surrender of BOLI policies. During 4Q22, management decided to early surrender $1.2 billion of BOLI policies. This triggered a taxable gain of $160 million and resulted in tax expense of $55 million. (6) The income tax impact includes tax discrete items and changes in the estimated annualized effective tax rate. 8
Dollars in millions, except share and per share data Condensed Income Statement (unaudited) - Adjusted for Notable Items (1) BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD 0 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Interest income $ 1,040 906 371 3,413 1,451 Interest expense 238 111 14 467 61 Net interest income 802 795 357 2,946 1,390 Provision (benefit) for credit losses 79 60 (5) 132 (37) Net interest income after provision for credit losses 723 735 362 2,814 1,427 Noninterest income 290 288 111 1,141 441 Noninterest expense 590 577 311 2,305 1,193 Income before income taxes 423 446 162 1,650 675 Income tax expense 103 108 32 399 148 Net income $ 320 338 130 1,251 527 Preferred stock dividends 14 12 4 50 18 Net income available to common stockholders $ 306 326 126 1,201 509 Basic earnings per common share $ 20.97 20.79 12.82 77.33 51.88 Diluted earnings per common share $ 20.94 20.77 12.82 77.24 51.88 Weighted average common shares outstanding (basic) 14,590,387 15,711,976 9,816,405 15,531,924 9,816,405 Weighted average common shares outstanding (diluted) 14,607,426 15,727,993 9,816,405 15,549,944 9,816,405 (1) The GAAP income statements and notable items are included previously in this communication. The condensed adjusted income statements above (non-GAAP) exclude the impacts of notable items. Refer to the Non-GAAP reconciliation table(s) at the end of this earnings release for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. Dollars in millions BancShares BancShares BancShares Loans & Leases by Class (end of period) 12/31/22 9/30/22 12/31/21 Loans & Leases by Class Commercial Commercial construction $ 2,804 2,752 1,238 Owner-occupied commercial mortgages 14,473 14,053 12,099 Non-owner-occupied commercial mortgages 9,902 9,683 3,041 Commercial and industrial 24,105 24,288 5,937 Leases 2,171 2,184 271 Total commercial $ 53,455 52,960 22,586 Consumer Residential mortgage $ 13,309 12,910 6,088 Revolving mortgage 1,951 1,923 1,818 Consumer auto 1,414 1,385 1,332 Consumer other 652 612 548 Total consumer $ 17,326 16,830 9,786 Total loans and leases $ 70,781 69,790 32,372 Less: Allowance for credit losses (922) (882) (178) Total loans and leases, net of allowance for credit losses $ 69,859 68,908 32,194 BancShares BancShares BancShares Deposits by Type (end of period) 12/31/22 9/30/22 12/31/21 Noninterest-bearing demand $ 24,922 26,587 21,405 Checking with interest 16,202 16,118 12,694 Money market 21,040 21,818 10,590 Savings 16,634 14,722 4,236 Time 10,610 8,308 2,481 Total deposits $ 89,408 87,553 51,406 9
Dollars in millions BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Credit Quality & Allowance 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Nonaccrual loans $ 627 454 121 627 121 Ratio of nonaccrual loans to total loans 0.89 % 0.65 % 0.37 % 0.89 % 0.37 % Charge-offs $ 39 33 9 146 36 Recoveries (15) (15) (9) (67) (26) Net charge-offs $ 24 18 — 79 10 Net charge-off ratio 0.14 % 0.10 % (0.01) % 0.12 % 0.03 % Allowance for credit losses to loans ratio 1.30 % 1.26 % 0.55 % 1.30 % 0.55 % Allowance for credit losses - beginning $ 882 850 183 178 225 Initial PCD ACL — — — 272 — Day 2 provision, excluding provision for unfunded commitments — — — 454 — Provision (benefit) for credit losses 64 50 (5) 97 (37) Net charge-offs (24) (18) — (79) (10) Allowance for credit losses - ending $ 922 882 178 922 178 10
Dollars in millions Average Balance Sheet BancShares QTD 12/31/22 BancShares QTD 09/30/22 BancShares QTD 12/31/21 Avg Balance Income/ Expense Yield/ Rate Avg Balance Income/ Expense Yield/ Rate Avg Balance Income/ Expense Yield/ Rate Loans and leases (1) (2) $ 69,290 $ 892 5.09 % $ 67,733 $ 785 4.58 % $ 32,488 $ 328 3.98 % Total investment securities 18,876 92 1.95 19,119 90 1.88 11,424 39 1.39 Interest-earning deposits at banks 6,193 56 3.60 5,685 31 2.17 10,690 4 0.15 Total interest-earning assets (2) $ 94,359 $ 1,040 4.36 % $ 92,537 $ 906 3.87 % $ 54,602 $ 371 2.69 % Operating lease equipment, net (including held for sale) $ 8,049 $ 7,981 $ — Cash and due from banks 500 489 337 Allowance for credit losses (886) (851) (184) All other non-interest-earning assets 7,770 7,831 3,361 Total assets $ 109,792 $ 107,987 $ 58,116 Interest-bearing deposits: Checking with interest $ 15,985 $ 13 0.24 % $ 16,160 $ 7 0.14 % $ 11,994 $ 2 0.05 % Money market 21,200 60 1.13 22,993 32 0.55 10,358 3 0.09 Savings 15,831 69 1.73 13,956 28 0.78 4,140 — 0.03 Time deposits 9,516 34 1.42 8,436 11 0.54 2,517 3 0.62 Total interest-bearing deposits 62,532 176 1.12 61,545 78 0.50 29,009 8 0.11 Borrowings: Securities sold under customer repurchase agreements 514 — 0.27 617 1 0.16 650 1 0.16 Short-term FHLB borrowings 2,080 20 3.72 1,188 8 2.57 — — — Short-term borrowings 2,594 20 3.04 1,805 9 1.74 650 1 0.16 Federal Home Loan Bank borrowings 2,818 28 3.85 1,784 11 2.45 645 1 1.28 Senior unsecured borrowings 906 4 2.03 898 5 2.00 — — — Subordinated debt 1,051 9 3.38 1,054 8 3.21 497 3 3.34 Other borrowings 25 1 6.57 67 — 4.51 75 1 1.25 Long-term borrowings 4,800 42 3.42 3,803 24 2.59 1,217 5 2.12 Total borrowings 7,394 62 3.28 5,608 33 2.32 1,867 6 1.44 Total interest-bearing liabilities $ 69,926 $ 238 1.35 % $ 67,153 $ 111 0.65 % $ 30,876 $ 14 0.19 % Noninterest-bearing deposits $ 26,510 $ 26,877 $ 22,229 Credit balances of factoring clients 1,174 1,089 — Other noninterest-bearing liabilities 2,561 2,369 378 Stockholders' equity 9,621 10,499 4,633 Total liabilities and stockholders' equity $ 109,792 $ 107,987 $ 58,116 Net interest income $ 802 $ 795 $ 357 Net interest spread (2) 3.01 % 3.22 % 2.50 % Net interest margin (2) 3.36 % 3.40 % 2.58 % (1) Loans and leases include non-PCD and PCD loans, nonaccrual loans and held for sale. Interest income on loans and leases includes accretion income and loan fees. (2) The balance and rate presented is calculated net of average credit balances of factoring clients. Note: Certain items above do not precisely recalculate as presented due to rounding. 11
Dollars in millions Average Balance Sheet BancShares YTD 12/31/22 BancShares YTD 12/31/21 Avg Balance Income/ Expense Yield/Rate Avg Balance Income/ Expense Yield/Rate Loans and leases (1) (2) $ 66,634 $ 2,953 4.41 % $ 32,860 $ 1,295 3.91 % Total investment securities 19,166 354 1.85 10,611 145 1.37 Interest-earning deposits at banks 7,726 106 1.38 8,349 11 0.13 Total interest-earning assets(2) $ 93,526 $ 3,413 3.63 % $ 51,820 $ 1,451 2.78 % Operating lease equipment, net (including held for sale) $ 7,982 $ — Cash and due from banks 512 350 Allowance for credit losses (875) (202) All other non-interest-earning assets 7,788 3,015 Total assets $ 108,933 $ 54,983 Interest-bearing deposits: Checking with interest $ 16,323 $ 29 0.15 % $ 11,258 $ 6 0.05 % Money market 23,949 125 0.52 9,708 10 0.10 Savings 14,193 117 0.82 3,847 1 0.03 Time deposits 9,133 64 0.70 2,647 16 0.63 Total interest-bearing deposits 63,598 335 0.53 27,460 33 0.12 Borrowings: Securities sold under customer repurchase agreements 590 1 0.19 660 1 0.20 Short-term FHLB borrowings 824 28 3.30 — — — Short-term borrowings 1,414 29 2.00 660 1 0.20 Federal Home Loan Bank borrowings 1,414 43 2.96 648 8 1.28 Senior unsecured borrowings 1,348 25 1.87 — — — Subordinated debt 1,056 33 3.15 498 15 3.35 Other borrowings 64 2 3.22 80 4 1.23 Long-term borrowings 3,882 103 2.64 1,226 27 2.12 Total borrowings 5,296 132 2.47 1,886 28 1.45 Total interest-bearing liabilities $ 68,894 $ 467 0.68 % $ 29,346 $ 61 0.21 % Noninterest-bearing deposits $ 26,318 $ 20,798 Credit balances of factoring clients 1,153 — Other noninterest-bearing liabilities 2,292 378 Stockholders' equity 10,276 4,461 Total liabilities and stockholders' equity $ 108,933 $ 54,983 Net interest income $ 2,946 $ 1,390 Net interest spread (2) 2.95 % 2.57 % Net interest margin (2) 3.14 % 2.66 % (1) Loans and leases include non-PCD and PCD loans, nonaccrual loans and held for sale. Interest income on loans and leases includes accretion income and loan fees. (2) The balance and rate presented is calculated net of average credit balances of factoring clients. Note: Certain items above do not precisely recalculate as presented due to rounding. 12
Dollars in millions, except share and per share data BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Non-GAAP Reconciliations 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Net income and EPS Net income (GAAP) a $ 257 315 123 1,098 547 Preferred stock dividends 14 12 4 50 18 Net income available to common stockholders (GAAP) b 243 303 119 1,048 529 Total notable items, after income tax c 63 23 7 153 (20) Adjusted net income (non-GAAP) d = (a+c) 320 338 130 1,251 527 Adjusted net income available to common stockholders (non-GAAP) e = (b+c) $ 306 326 126 1,201 509 Weighted average common shares outstanding Basic f 14,590,387 15,711,976 9,816,405 15,531,924 9,816,405 Diluted g 14,607,426 15,727,993 9,816,405 15,549,944 9,816,405 EPS (GAAP) Basic b/f $ 16.69 19.27 12.09 67.47 53.88 Diluted b/g 16.67 19.25 12.09 67.40 53.88 Adjusted EPS (non-GAAP) Basic e/f $ 20.97 20.79 12.82 77.33 51.88 Diluted e/g 20.94 20.77 12.82 77.24 51.88 Noninterest income and expense Noninterest income h $ 429 433 114 2,136 508 Impact of notable items, before income tax (139) (145) (3) (995) (67) Adjusted noninterest income i $ 290 288 111 1,141 441 Noninterest expense j $ 760 760 323 3,075 1,234 Impact of notable items, before income tax (170) (183) (12) (770) (41) Adjusted noninterest expense k $ 590 577 311 2,305 1,193 Provision (benefit) for credit losses Provision (benefit) for credit losses $ 79 60 (5) 645 (37) Plus: Day 2 provision for credit losses — — — (513) — Adjusted provision (benefit) for credit losses $ 79 60 (5) 132 (37) PPNR Net income (GAAP) a $ 257 315 123 1,098 547 Plus: Provision (benefit) for credit losses 79 60 (5) 645 (37) Income tax expense (benefit) 135 93 30 264 154 PPNR (non-GAAP) l $ 471 468 148 2,007 664 Plus: total notable items, before income tax 31 38 9 (225) (26) Adjusted PPNR (non-GAAP) m $ 502 506 157 1,782 638 Note: Certain items above do not precisely recalculate as presented due to rounding. 13
Dollars in millions, except share and per share data BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Non-GAAP Reconciliations (continued) 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 ROA Net income (GAAP) a $ 257 315 123 1,098 547 Annualized net income n = a annualized 1,020 1,250 488 1,098 547 Adjusted net income (non-GAAP) d 320 338 130 1,251 527 Annualized adjusted net income p = d annualized 1,270 1,341 516 1,251 527 Average assets o 109,792 107,987 58,116 108,933 54,983 ROA n/o 0.93 % 1.16 % 0.84 % 1.01 % 1.00 % Adjusted ROA p/o 1.15 % 1.24 % 0.89 % 1.15 % 0.96 % PPNR ROA PPNR (non-GAAP) l $ 471 468 148 2,007 664 Annualized PPNR q = l annualized 1,868 1,858 589 2,007 664 Adjusted PPNR (non-GAAP) m 502 506 157 1,782 638 Annualized PPNR r = m annualized 1,992 2,009 622 1,782 638 PPNR ROA q/o 1.70 % 1.72 % 1.01 % 1.84 % 1.21 % Adjusted PPNR ROA r/o 1.81 % 1.86 % 1.08 % 1.64 % 1.16 % ROE and ROTCE Annualized net income available to common stockholders s = b annualized $ 964 1,202 472 1,048 529 Annualized adjusted net income available to common stockholders t = e annualized $ 1,214 1,293 500 1,201 509 Average stockholders' equity (GAAP) $ 9,621 10,499 4,633 10,276 4,461 Less: average preferred stock 881 881 340 878 340 Average common stockholders' equity (non-GAAP) u $ 8,740 9,618 4,293 9,398 4,121 Less: average goodwill 346 346 350 346 350 Less: average other intangible assets 143 148 21 156 25 Average tangible common equity (non-GAAP) v $ 8,251 9,124 3,922 8,896 3,746 ROE s/u 11.05 % 12.49 % 10.96 % 11.15 % 12.84 % Adjusted ROE t/u 13.89 % 13.47 % 11.63 % 12.78 % 12.36 % ROTCE s/v 11.70 % 13.17 % 12.00 % 11.78 % 14.12 % Adjusted ROTCE t/v 14.71 % 14.20 % 12.72 % 13.50 % 13.60 % Tangible common equity to tangible assets Stockholders' equity (GAAP) w $ 9,662 9,833 4,738 9,662 4,738 Less: preferred stock 881 881 340 881 340 Common equity (non-GAAP) x $ 8,781 8,952 4,398 8,781 4,398 Less: goodwill 346 346 346 346 346 Less: other intangible assets 140 145 19 140 19 Tangible common equity (non-GAAP) y $ 8,295 8,461 4,033 8,295 4,033 Total assets (GAAP) z 109,298 109,310 58,309 109,298 58,309 Tangible assets (non-GAAP) aa 108,812 108,819 57,944 108,812 57,944 Total equity to total assets w/z 8.84 % 9.00 % 8.13 % 8.84 % 8.13 % Tangible common equity to tangible assets (non-GAAP) y/aa 7.62 % 7.78 % 6.96 % 7.62 % 6.96 % Note: Certain items above do not precisely recalculate as presented due to rounding. 14
Dollars in millions, except share and per share data BancShares BancShares BancShares BancShares BancShares QTD QTD QTD YTD YTD Non-GAAP Reconciliations (continued) 12/31/22 9/30/22 12/31/21 12/31/22 12/31/21 Book value and tangible book value per common share Common shares outstanding at period end bb 14,506,200 14,976,127 9,816,405 14,506,200 9,816,405 Book value per share x/bb $ 605.36 597.75 447.95 605.36 447.95 Tangible book value per share y/bb $ 571.89 564.97 410.74 571.89 410.74 Efficiency ratio Net interest income cc $ 802 795 357 2,946 1,390 Efficiency ratio (GAAP) j / (h + cc) 61.74 % 61.91 % 68.52 % 60.50 % 64.98 % Adjusted efficiency ratio (non-GAAP) k / (i + cc) 54.08 % 53.32 % 66.31 % 56.40 % 65.11 % Rental income on operating lease equipment Rental income on operating lease equipment $ 224 219 — 864 — Less: Depreciation on operating lease equipment 88 87 — 345 — Maintenance and other operating lease expenses 47 52 — 189 — Adjusted rental income on operating lease equipment 89 80 — 330 — Note: Certain items above do not precisely recalculate as presented due to rounding. 15
First Citizens BancShares, Inc. Fourth Quarter 2022 Earnings Conference Call January 26, 2023
2 Agenda Page(s) Section I – 2022 Accomplishments and 2023 Strategic Objectives 4 – 6 Section II – Fourth Quarter 2022 Financial Results 7 – 29 Financial Highlights 8 Earnings Highlights 9 – 11 Notable Items 12 Net interest income and margin 13 – 15 Deposit Betas 16 Noninterest income and expense 17 – 19 Balance Sheet Highlights 20 Loans and Leases HFI 21 – 22 Deposits and Funding Mix 23 – 25 ACL and Credit Quality Trends 26 – 27 Capital 28 BOLI Early Surrender 29 Section III – Financial Outlook 30 – 31 Key Earnings Estimate Assumptions 31 Section IV – Appendix 32 – 44 Section V – Non-GAAP Reconciliations 45 – 55
3 Important Notices Forward Looking Statements This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of First Citizens BancShares, Inc. ("BancShares"). Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue”, “aims” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other risk factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause the actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic, political, geopolitical events (including the military conflict between Russia and Ukraine) and market conditions, the impacts of the global COVID-19 pandemic on BancShares’ business and customers, the financial success or changing conditions or strategies of BancShares’ customers or vendors, fluctuations in interest rates, actions of government regulators, including the recent and projected interest rate hikes by the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including the significant turbulence in the capital or financial markets, the impact of the current inflationary environment, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, the availability of capital and personnel, the timing and authorization of any future repurchases of our Class A common under potential share repurchase programs and the failure to realize the anticipated benefits of BancShares’ previous acquisition transaction(s), including the recently completed transaction with CIT Group Inc. (“CIT”), which acquisition risks include (1) disruption from the transaction, or recently completed mergers, with customer, supplier or employee relationships, (2) the possibility that the amount of the costs, fees, expenses and charges related to the transaction may be greater than anticipated, including as a result of unexpected or unknown factors, events or liabilities, (3) reputational risk and the reaction of the parties’ customers to the transaction, (4) the risk that the cost savings and any revenue synergies from the transaction may not be realized or take longer than anticipated to be realized, and (5) difficulties experienced in the integration of the businesses. Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward- looking statements can be found in BancShares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its other filings with the Securities and Exchange Commission (the “SEC”). Non-GAAP Measures Certain measures in this presentation are “Non-GAAP,” meaning they are not presented in accordance with generally accepted accounting principles in the U.S. and also are not codified in U.S. banking regulations currently applicable to BancShares. BancShares believes that Non-GAAP financial measures, when reviewed in conjunction with GAAP financial information, can provide transparency about or an alternative means of assessing its operating results and financial position to its investors, analysts and management. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. BancShares completed the acquisition of CIT on January 3, 2022 (the “CIT Merger”). BancShares’ financial information presented for the periods ended December 31, 2022 reflects the acquisition of CIT. Certain 2021 financial information referenced as “Combined” in this presentation reflects the combination of BancShares and CIT for historical periods prior to completion of the CIT Merger. Certain financial results referenced as “Adjusted” in this presentation exclude notable items. The Combined and Adjusted financial measures are Non-GAAP. The Combined (Non-GAAP) financial measures are based on the combined historical information as reported by each company and do not constitute “pro forma” measures prepared and presented in accordance with Article 11 of Regulation S-X. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures.
2022 Accomplishments and 2023 Strategic Objectives Section I
5 First Citizens 2022 Accomplishments 2022 was a highly successful year driven by our complementary merger with CIT that positioned us well for continued growth given our diverse products, services and markets. Integrated CIT • Merger integration is substantially complete. • Focused on capitalizing on opportunities to create positive operating leverage by growing revenues and optimizing operations. • Achieved ~$200 million in cost savings in 2022 and expect to recognize the remaining ~$50 million of targeted cost savings in 2023. • Repurchased 1.5 million Class A common shares for $1.2 billion during the third and fourth quarters. • Repurchase estimated to be ~10% accretive to 2023 EPS with TBV earnback period of ~3 years. Distributed capital Focused on our customers Upheld our risk culture Produced strong operating leverage • Adjusted pre-provision net revenue was up $557 million, or by 45.5% over 2021. • Net interest margin expanded driven by strong loan growth and a higher yield on earning assets. • Full year operating leverage was 14.7%. • Our adjusted efficiency ratio declined from 64.3% in 2021 to 56.4% in 2022. Our fourth quarter ratio was 54.1%. • Credit quality remains strong despite economic uncertainty. • Risk management practices continue to evolve to position us to meet the requirements of the large financial institution framework. • Loans grew by $5.6 billion, or 8.5%, driven by solid performance in both the General and Commercial banks. • Despite a challenging environment for deposits driven by unprecedented quantitative tightening, we experienced modest growth in noninterest-bearing accounts and only a slight decline in total deposits. Note – Pre-provision net revenue, operating leverage and efficiency ratio are adjusted (Non-GAAP). Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. Changes between periods are calculated as if BancShares and CIT were combined on January 1, 2021. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to page 33-35 of the Appendix
6 First Citizens 2023 Strategic Objectives Grow Core Lines of Business – Allocate capital and investments to grow lines of business with the highest returns and opportunity. Scale Talent with an Eye Toward the Future – Attract, retain and develop associates who align with our long-term direction and culture while scaling for continued growth. Optimize Capital & Core Funding – Continue to optimize core funding by growing lower cost deposits. – Use innovation to facilitate growth, expand revenue opportunities and reduce cost of delivery while building a foundation for the future. Manage Risk Effectively – Continue to manage risk within our defined risk appetite. – Align risk management activities to support our move to the large financial institution framework. Maintain Positive Operating Leverage – Identify areas to enhance revenue and control costs beyond merger synergy goals.
Fourth Quarter 2022 Financial Results Section II
8 (1) For QTD & YTD December 2021, reported and adjusted (Non-GAAP) ratios for EPS, ROE and ROTCE are for BancShares and do not include CIT results. (2) For QTD & YTD December 2021, reported and adjusted (Non-GAAP) ratios for ROA, PPNR ROA, NIM, net charge-off ratio and efficiency ratio are presented as if BancShares and CIT were combined during the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported ratios (GAAP), refer to page 35 of the Appendix. Quarter-to-date Year-to-date Dec 22 Sep 22 Dec 21 Dec 22 Dec 21 EPS (1) $ 16.67 $ 20.94 $ 19.25 $ 20.77 $ 12.09 $ 12.82 $ 67.40 $ 77.24 $ 53.88 $ 51.88 ROE (1) 11.05 % 13.89 % 12.49 % 13.47 % 10.96 % 11.63 % 11.15 % 12.78 % 12.84 % 12.36 % ROTCE (1) 11.70 % 14.71 % 13.17 % 14.20 % 12.00 % 12.72 % 11.78 % 13.50 % 14.12 % 13.60 % ROA (2) 0.93 % 1.15 % 1.16 % 1.24 % 1.20 % 1.09 % 1.01 % 1.15 % 1.33 % 1.10 % PPNR ROA (2) 1.70 % 1.81 % 1.72 % 1.86 % 1.33 % 1.17 % 1.84 % 1.64 % 1.41 % 1.11 % NIM (2) 3.36 % 3.36 % 3.40 % 3.40 % 2.56 % 2.56 % 3.14 % 3.14 % 2.55 % 2.55 % Net charge-off ratio (2) 0.14 % 0.14 % 0.10 % 0.10 % 0.04 % 0.04 % 0.12 % 0.12 % 0.08 % 0.08 % Efficiency ratio (2) 61.74 % 54.08 % 61.91 % 53.32 % 65.40 % 62.51 % 60.50 % 56.40 % 64.43 % 64.34 % Reported Adjusted (Non-GAAP) Reported Adjusted (Non-GAAP) Reported Adjusted (Non-GAAP) Reported Adjusted (Non-GAAP) Reported Adjusted (Non-GAAP) Note – Adjusted ratios exclude notable items outlined on page 12. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. Financial Highlights
9 Reported Increase (decrease) QTD 3Q22 4Q21 4Q22 3Q22 4Q21 $ % $ % Net interest income $ 802 $ 795 $ 619 $ 7 0.9 % $ 183 29.6 % Noninterest income 429 433 464 (4) (0.9) (35) (7.5) Net revenue 1,231 1,228 1,083 3 0.2 148 13.7 Noninterest expense 760 760 709 0 0.0 51 7.2 Pre-provision net revenue 471 468 374 3 0.6 97 25.9 Provision (benefit) for credit losses 79 60 (78) 19 31.7 157 (201.3) Income before income taxes 392 408 452 (16) (3.9) (60) (13.3) Income taxes 135 93 113 42 45.2 22 19.5 Net income 257 315 339 (58) (18.4) (82) (24.2) Preferred stock dividends 14 12 16 2 16.7 (2) (12.5) Net income available to common stockholders $ 243 $ 303 $ 323 $ (60) (19.8) % $ (80) (24.8) % Adjustment for notable items 4Q22 3Q22 4Q21 Noninterest income $ (139) $ (145) $ (200) Noninterest expense (170) (183) (157) Provision for credit losses — — — Income taxes (32) 15 (11) Adjusted (Non-GAAP) Increase (decrease) QTD 3Q22 4Q21 4Q22 3Q22 4Q21 $ % $ % Net interest income $ 802 $ 795 $ 619 $ 7 0.9 % $ 183 29.6 % Noninterest income 290 288 264 2 0.7 26 9.8 Net revenue 1,092 1,083 883 9 0.8 209 23.7 Noninterest expense 590 577 552 13 2.3 38 6.9 Pre-provision net revenue 502 506 331 (4) (0.8) 171 51.7 Provision (benefit) for credit losses 79 60 (78) 19 31.7 157 (201.3) Income before income taxes 423 446 409 (23) (5.2) 14 3.4 Income taxes 103 108 102 (5) (4.6) 1 1.0 Net income 320 338 307 (18) (5.3) 13 4.2 Preferred stock dividends 14 12 16 2 16.7 (2) (12.5) Net income available to common stockholders $ 306 $ 326 $ 291 $ (20) (6.1) % $ 15 5.2 % Highlights Note: The commentary below relates to “Reported (GAAP)” income statements. 4Q22 vs. 3Q22 • Net interest income increased by $7 million primarily due to a higher yield on earning assets and loan growth, partially offset by higher funding costs and average balances. • Noninterest income declined by $4 million. The change was primarily due to declines in other noninterest income (spread among various accounts), partially offset by higher rental income on operating leases, factoring commissions, service charges on deposit accounts and insurance commissions. • Noninterest expense was unchanged. Marketing costs related to the Direct Bank increased, but were offset by a net decline in other operating expenses. • Provision for credit losses increased by $19 million primarily due to changes in reserves on individually evaluated loans, an increase in net charge-offs, loan growth and deterioration in the economic outlook, partially offset by a change in portfolio mix. • Income tax expense includes a $55 million charge related to the strategic surrender of $1.2 billion in BOLI policies. (1) 4Q22 vs. 4Q21 • Net interest income increased by $183 million primarily due to a higher yield on earning assets and loan growth, partially offset by higher funding costs. • Noninterest income declined by $35 million primarily due to lower other income (spread among various accounts), lower gains on asset and loan sales, factoring commissions and service charges on deposits, partially offset by higher rental income on operating leases, other fee income and cardholder services income. • Noninterest expense increased $51 million primarily due to higher personnel, merger and marketing expenses, partially offset by lower professional fees and FDIC insurance expense. • Provision for credit losses increased by $157 million due to a net provision build in 2022 versus a net provision benefit in 2021. Note – Adjusted amounts exclude notable items detailed on page 12. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. The financial data provided for 2021 is presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to page 34 of the Appendix. (1) Page 29 provides additional details on the impacts of the BOLI surrender. Quarter-to-Date Earnings Highlights ($ in millions)
10 Reported Increase (decrease) QTD 3Q22 4Q21 4Q22 3Q22 4Q21 $ % $ % Net interest income $ 802 $ 795 $ 619 $ 7 0.9 % $ 183 29.6 % Noninterest income 429 433 464 (4) (0.9) (35) (7.5) Net revenue 1,231 1,228 1,083 3 0.2 148 13.7 Noninterest expense 760 760 709 0 0.0 51 7.2 Pre-provision net revenue 471 468 374 3 0.6 97 25.9 Provision (benefit) for credit losses 79 60 (78) 19 31.7 157 (201.3) Income before income taxes 392 408 452 (16) (3.9) (60) (13.3) Income taxes 135 93 113 42 45.2 22 19.5 Net income 257 315 339 (58) (18.4) (82) (24.2) Preferred stock dividends 14 12 16 2 16.7 (2) (12.5) Net income available to common stockholders $ 243 $ 303 $ 323 $ (60) (19.8) % $ (80) (24.8) % Adjustment for notable items 4Q22 3Q22 4Q21 Noninterest income $ (139) $ (145) $ (200) Noninterest expense (170) (183) (157) Provision for credit losses — — — Income taxes (32) 15 (11) Adjusted (Non-GAAP) Increase (decrease) QTD 3Q22 4Q21 4Q22 3Q22 4Q21 $ % $ % Net interest income $ 802 $ 795 $ 619 $ 7 0.9 % $ 183 29.6 % Noninterest income 290 288 264 2 0.7 26 9.8 Net revenue 1,092 1,083 883 9 0.8 209 23.7 Noninterest expense 590 577 552 13 2.3 38 6.9 Pre-provision net revenue 502 506 331 (4) (0.8) 171 51.7 Provision (benefit) for credit losses 79 60 (78) 19 31.7 157 (201.3) Income before income taxes 423 446 409 (23) (5.2) 14 3.4 Income taxes 103 108 102 (5) (4.6) 1 1.0 Net income 320 338 307 (18) (5.3) 13 4.2 Preferred stock dividends 14 12 16 2 16.7 (2) (12.5) Net income available to common stockholders $ 306 $ 326 $ 291 $ (20) (6.1) % $ 15 5.2 % Highlights Note: The commentary below relates to “Adjusted (Non- GAAP)” income statements. 4Q22 vs. 3Q22 • Net interest income increased by $7 million due to the same reasons outlined on the reported slide. • Noninterest income increased by $2 million. The increase was primarily due to higher rental income on operating leases, factoring commissions, service charges on deposits and insurance commissions, partially offset by a decline in other noninterest income (spread among various accounts). • Noninterest expense increased by $13 million primarily due to a $6 million increase in marketing costs related to the Direct Bank, with the remainder spread among various accounts. • Provision for credit losses increased by $19 million due to the same reasons outlined on the reported slide. 4Q22 vs. 4Q21 • Net interest income increased by $183 million due to the same reasons outlined on the reported slide. • Noninterest income increased by $26 million primarily due to higher rental income on operating leases, other fee income and cardholder services income, partially offset by lower factoring commissions and service charges on deposits. • Noninterest expense increased $38 million primarily due to higher personnel and marketing expenses, partially offset by lower FDIC insurance expense and professional fees. • Provision for credit losses increased by $157 million due to the same reasons outlined on the reported slide. Note – Adjusted amounts exclude notable items detailed on page 12. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. The financial data provided for 2021 is presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to page 34 of the Appendix. Quarter-to-Date Earnings Highlights ($ in millions)
11 Reported YTD Dec Increase (decrease) 2022 2021 vs. YTD 21 $ % Net interest income $ 2,946 $ 2,441 $ 505 20.7 % Noninterest income 2,136 1,940 196 10.1 Net revenue 5,082 4,381 701 16.0 Noninterest expense 3,075 2,823 252 8.9 Pre-provision net revenue 2,007 1,558 449 28.8 Provision (benefit) for credit losses 645 (373) 1,018 (272.9) Income before income taxes 1,362 1,931 (569) (29.5) Income taxes 264 461 (197) (42.7) Net income 1,098 1,470 (372) (25.3) Preferred stock dividends 50 48 2 4.2 Net income available to common stockholders $ 1,048 $ 1,422 $ (374) (26.3) % Adjustment for notable items YTD Dec 22 YTD Dec 21 Noninterest income $ (995) $ (944) Noninterest expense (770) (611) Provision for credit losses (513) — Income taxes 135 (79) Adjusted (Non-GAAP) YTD Dec Increase (decrease) 2022 2021 vs. YTD 21 $ % Net interest income $ 2,946 $ 2,441 $ 505 20.7 % Noninterest income 1,141 996 145 14.6 Net revenue 4,087 3,437 650 18.9 Noninterest expense 2,305 2,212 93 4.2 Pre-provision net revenue 1,782 1,225 557 45.5 Provision (benefit) for credit losses 132 (373) 505 (135.4) Income before income taxes 1,650 1,598 52 3.3 Income taxes 399 382 17 4.5 Net income 1,251 1,216 35 2.9 Preferred stock dividends 50 48 2 4.2 Net income available to common stockholders $ 1,201 $ 1,168 $ 33 2.8 % Highlights Note: The commentary below relates to “Reported (GAAP)” income statements. YTD 22 vs. YTD 21 • Net interest income increased by $505 million primarily due to a higher yield on earning assets, loan growth and lower borrowings costs, partially offset by higher deposit costs, lower SBA-PPP interest and fee income and lower accretion income. • Noninterest income increased by $196 million primarily due to higher rental income on operating leases, card income, other fee income and wealth management fees. Other changes included a $431 million bargain purchase gain, partially offset by lower gains on asset and loan sales and lower other income. • Noninterest expense increased by $252 million due to higher merger expenses, personnel costs, marketing costs associated with the Direct Bank and third-party processing fees, partially offset by lower intangible asset amortization, FDIC insurance expense and professional fees. • Provision for credit loss, adjusted for the Day 2 CECL provision of $513 million, increased by $505 million due to a net provision build in 2022 driven primarily by deterioration in CECL macroeconomic forecasts and loan growth, versus a net provision benefit in 2021. Note: The commentary below relates to “Adjusted (Non-GAAP)” income statements. YTD 22 vs. YTD 21 • Noninterest income increased by $145 million primarily due to higher rental income on operating leases, other fee income, wealth management fees and card income. • Noninterest expense increased by $93 million due to higher personnel costs, marketing costs associated with the Direct Bank and third-party processing fees, partially offset by lower FDIC insurance expense and professional fees. Note – Adjusted amounts exclude notable items detailed on page 12. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. The financial data provided for 2021 is presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to page 34 of the Appendix. Year-to-Date Earnings Highlights ($ in millions)
12 BancShares 4Q22 BancShares 3Q22 Combined 4Q21 BancShares YTD 22 Combined YTD 21 Rental income on operating lease equipment (2) $ (135) $ (139) $ (140) $ (534) $ (550) Realized gain on sale of investment securities available for sale, net — — — — (147) Fair value adjustment on marketable equity securities, net (2) 2 (7) 3 (38) Gain on sale of leasing equipment, net (2) (2) (26) (15) (104) Gain on acquisition — — — (431) — Gain on extinguishment of debt — (1) — (7) — Other noninterest income (3) — (5) (27) (11) (105) Impact on adjusted noninterest income $ (139) $ (145) $ (200) $ (995) $ (944) Depreciation on operating lease equipment (2) $ (88) $ (87) $ (88) $ (345) $ (341) Maintenance and other operating lease expenses (2) (47) (52) (52) (189) (209) Salaries and benefits — — 6 — 14 Merger-related expenses (29) (33) (12) (231) (37) Intangible asset amortization (6) (5) (11) (23) (45) Other noninterest expense (4) — (6) — 18 7 Impact on adjusted noninterest expense $ (170) $ (183) $ (157) $ (770) $ (611) CECL Day 2 provision and reserve for unfunded commitments — — — (513) — Provision for credit losses - total adjustments $ — $ — $ — $ (513) $ — Impact on adjusted pre-tax income $ 31 $ 38 $ (43) $ 288 $ (333) Income tax impact (5) (6) (32) 15 (11) 135 (79) Impact on adjusted net income $ 63 $ 23 $ (32) $ 153 $ (254) Impact on adjusted diluted EPS $ 4.27 $ 1.52 N/A (7) $ 9.84 N/A (7) (1) Notable items include income and expense for infrequent transactions and certain recurring items (typically noncash) that Management believes should be excluded from adjusted measures (non-GAAP) to enhance understanding of operations and comparability to historical periods. Management utilizes both GAAP and adjusted measures (non-GAAP) to analyze the Company’s performance. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measures. (2) Depreciation and maintenance and other operating lease expenses are reclassified from noninterest expense to a reduction of rental income on operating lease equipment. There is no net impact to earnings for this notable item as adjusted noninterest income and expense are reduced by the same amount. Adjusted rental income on operating lease equipment (non- GAAP) is net of depreciation and maintenance expense for operating lease equipment. Management believes this measure enhances comparability to banking peers, primarily due to the extent of our rail and other equipment rental activities. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. (3) Primarily includes the following: 3Q22- contract settlement with a rail customer; YTD22- contract settlement with rail customer and gain on sale of other assets; 2021 periods- legacy CIT notables related to the non-GAAP Combined results of operations. (4) Primarily includes the following: 3Q22- impairment of a bank owned facility; YTD22- impairment of a bank owned facility and termination of two post retirement benefit plans; 2021 periods- legacy CIT notables related to the non-GAAP Combined results of operations. (5) Includes $55 million of tax expense related to the early surrender of BOLI policies. During 4Q22, management decided to early surrender $1.2 billion of BOLI policies. This triggered a taxable gain of $160 million and resulted in tax expense of $55 million. (6) For the non-GAAP Combined periods of 2021, a blended tax rate was applied to each period to arrive at the adjusted net income. For 2022 periods the income tax impact includes tax discrete items and changes in the estimated annualized effective tax rate. (7) The non-GAAP Combined EPS impact for 2021 periods is not shown given different share totals for each legacy institution. Notable Items (1) ($ in millions, except per share data) Note – Refer to the Non-GAAP Section V of this presentation.
13 $2,441 $2,946 2.55% 3.14% YTD Dec 21 YTD Dec 22 $619 $649 $700 $795 $802 2.56% 2.73% 3.04% 3.40% 3.36% 4Q21 1Q22 2Q22 3Q22 4Q22 4Q22 vs 3Q22 Net interest income increased by $7 million due to a $134 million increase in interest income, partially offset by a $127 million increase in interest expense. The change in net interest income was primarily due to the following: ◦ $107 million increase in interest income on loans due to a higher yield and growth, ◦ $25 million increase in interest income on overnight investments due to a higher yield; partially offset by, ◦ $98 million increase in interest expense on deposits due to a higher rate paid and average balance, and ◦ $29 million increase in borrowing costs due to a higher rate and an increase in average balance. NIM declined 4 basis points from 3.40% to 3.36% due to a 53 basis points increase in the cost of funding earning assets, only partially offset by a 49 basis points increase in the yield on earnings assets. See the following page for a rollforward of NIM between 3Q22 and 4Q22. YTD December 2022 vs YTD December 2021 Net interest income increased by $505 million due to a $483 million increase in interest income and a $22 million decrease in interest expense. The change in net interest income was primarily due to the following: ◦ $256 million increase on interest income on loans due to a higher yield and growth offset by lower SBA- PPP interest and fee income and lower accretion income, ◦ $138 million increase in interest income on investment securities due to higher yield and average balance, ◦ $118 million decline in interest expense on borrowings due to a lower rate and average balance, ◦ $89 million increase in interest income on overnight investments due to a higher yield despite a lower average balance; partially offset by a ◦ $96 million increase in interest expense on deposits due to a higher rate paid. NIM expanded from 2.55% to 3.14%. $505 million & 59 bps Highlights $7 million & (4 bps) 4Q22 vs 4Q21 Net interest income increased by $183 million due to a $307 million increase in interest income, partially offset by a $124 million increase in interest expense. The change in net interest income was primarily due to the following: ◦ $224 million increase in interest income on loans due to a higher yield and growth, partially offset by lower SBA- PPP interest and fee income, ◦ $51 million increase in interest income on overnight investments due to a higher yield, despite a lower average balance, ◦ $32 million increase in interest income on investment securities due to a higher yield and average balance; partially offset by, ◦ $123 million increase in interest expense on deposits due to a higher rate paid. NIM expanded from 2.56% to 3.36%. See the following page for a rollforward of NIM between 4Q21 and 4Q22. Note – The financial data and ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data and ratios, refer to pages 33-35 of the Appendix. The primary drivers of the changes in net interest income are included above and a rollforward of NIM is on the following page. Net interest income and margin (NIM) ($ in millions)
14 3.40% 0.34% 0.10% 0.05% 0.02% (0.41)% (0.14)% 3.36% 3Q22 Loan yield Yield on investments & overnight Loan volume Purchase accounting Deposit rate / volume Debt rate / volume 4Q22 2.56% 0.86% 0.31% 0.23% 0.07% 0.02% (0.55)% (0.11)% (0.03)% 3.36% 4Q21 Loan yield Yield on investments & overnight Loan volume Purchase accounting Investment volume Deposit rate / volume SBA-PPP Debt rate / volume 4Q22 4Q21 to 4Q22 (+ 80 bps) 3Q22 to 4Q22 (- 4 bps) (1) (1) The share repurchase plan had a 4 bps negative impact on NIM in the fourth quarter. Note – The financial ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported ratios, refer to page 35 of the Appendix. NIM Rollforward (1)
15 4Q22 Interest Rate Sensitivity Note – The above information is an illustrative example of changes in net interest income and net interest margin using a static balance sheet and forward swap curves in place as of the end of December. Actual results may differ from above. (1) Impacts to NII and NIM may change due to actual results being different than modeled expectations. Highlights • BancShares continues to have an asset sensitive interest rate risk profile. • The projected increase in net interest income over the next 12 months is 3.4% for an immediate 100 bps parallel shift (shock) in the yield curve and 1.5% for a gradual shift (ramp) of 100 bps. • Asset sensitivity is largely driven by the composition of the balance sheet, primarily due to floating rate loans and cash, as well as a strong core deposit base with modest betas. • Deposit betas are modeled at approximately 25%. • Approximately 45% of our loans are floating indexed primarily to 1-month LIBOR, 3-month LIBOR, Prime and SOFR. • The duration of our investment portfolio is ~4.3 years and helps to mitigate earnings risk in a down rate environment. (4.0)% (0.9)% 0.8% 3.4% 6.7% (1.7)% (0.4)% 0.4% 1.5% 2.9% Shock Ramp Down 100 Down 25 Up 25 Up 100 Up 200 (6.0)% (3.0)% 0.0% 3.0% 6.0% 9.0% 12.0% Illustrative impacts to NII & NIM 1Q23 2Q23 3Q23 4Q23 ($ in millions) NII NIM NII NIM NII NIM NII NIM +100 bps shock $ 19 0.08 % $ 30 0.13 % $ 29 0.13 % $ 31 0.13 % +100 bps ramp $ 1 — % $ 8 0.03 % $ 15 0.06 % $ 23 0.10 % -100 bps ramp $ (1) — % $ (8) (0.03) % $ (17) (0.07) % $ (29) (0.12) % -100 bps shock $ (23) (0.10) % $ (33) (0.14) % $ (35) (0.15) % $ (38) (0.16) % (1) Net interest income and margin rate sensitivity
16 Deposit Beta Performance and Estimates Highlights • Expect 1Q23 cumulative deposit beta to increase 8% over the current quarter. • We expect full cycle deposit beta to be approximately 25%. • Mid/higher beta categories: ◦ 30% + beta on Direct Bank money market, savings and time deposit accounts. ◦ 10 to 30% beta on branch network money market accounts and time deposits. • Lower beta categories: ◦ 0 to 10% beta on total noninterest bearing deposits, branch network, checking with interest and savings accounts. 4Q22 - Actual 1Q23 - Estimated Cumulative Fed Funds increase 425 bps 475 bps Fed Funds target range (quarter end) 4.25 to 4.50% 4.75 to 5.00% Cumulative deposit beta 14% 22% Deposit Betas 59% 56% 41% 44% Mid/higher beta categories Lower beta categories 3Q22 4Q22
17 Noninterest income ($ in millions) $1,940 $2,136 $996 $1,141 $944 $995 YTD Dec 21 YTD Dec 22 $464 $850 $424 $433 $429 $264 $280 $283 $288 $290 $200 $570 $141 $145 $139 4Q21 1Q22 2Q22 3Q22 4Q22 4Q22 vs 3Q22 Noninterest income decreased $4 million. Significant components of the change were: ◦ Rental income on operating leases increased $5 million driven by continued improvement in utilization and a higher lease rate. Depreciation and maintenance expense on operating lease equipment declined $4 million resulting in an increase in adjusted rental income of $9 million. ◦ Fee income generating lines of business increased $8 million (service charges on deposit accounts, factoring and insurance commissions, card services, and fee income and other service charges). ◦ More than offset by a $17 million decrease in other noninterest income spread among various accounts, including a prior quarter $5 million contract settlement. YTD22 vs YTD21 Noninterest income increased $196 million. Significant components of the change were: ◦ Rental income on operating leases increased $91 million due to the same reasons as in the linked quarter. Expenses on operating lease equipment declined $16 million resulting in a $107 million increase in adjusted rental income. ◦ Cardholder services income, net increased $15 million due to higher volume and fee income and other service charges increased $14 million, primarily due to higher capital markets and portfolio servicing fees. ◦ Wealth management services increased $13 million due to increased brokerage transactions and higher assets under management. ◦ Other noninterest income increased $63 million spread among various line items, including a $431 million bargain purchase gain, partially offset by a $147 million decline in investment gains and a $188 million decline in gains on asset and loan sales. Highlights Core: #N/A increase 4Q22 vs 4Q21 Noninterest income decreased $35 million. Significant components of the change were: ◦ Gains on loan and asset sales declined $52 million. ◦ Factoring commissions declined $7 million due to the elimination of COVID related surcharges. ◦ Service charges on deposit accounts declined $4 million due to the elimination of certain NSF/OD fees in 2022. ◦ Other noninterest income declined $3 million spread among various accounts. ◦ Partially offset by a $20 million increase in rental income on operating leases due to the same reasons as the linked quarter. A $5 million decline in depreciation and maintenance expense on operating lease equipment resulting in an increase in adjusted rental income of $25 million. ◦ Fee income and other service charges increased $6 million, primarily due to higher capital markets and portfolio servicing fees while cardholder services income increased by $5 million driven by increased volume. Note – The financial data provided on this slide is presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to page 34 of the Appendix. (1) Adjusted noninterest income is Non-GAAP and excludes notable items as detailed on page 12. Adjusted (Non-GAAP) (1) Notable items
18 $709 $810 $745 $760 $760 $552 $572 $566 $577 $590 $157 $238 $179 $183 $170 4Q21 1Q22 2Q22 3Q22 4Q22 Highlights 4Q22 vs 4Q21 Noninterest expense increased $51 million. Significant components of the change were: ◦ Salaries and benefits expense increased $26 million, primarily due to net staff additions, wage increases and revenue-based incentives. ◦ Merger-related expenses increased $17 million. ◦ Marketing costs increased $13 million for the same reason as the linked quarter increase. ◦ Other operating expenses were up $13 million spread among various line items; ◦ Partially offset by a $7 million decline in professional fees, a $6 million reduction in FDIC insurance premiums, and a $5 million decline in maintenance and depreciation expenses on operating leases. Efficiency ratio improved from 65.40% to 61.74%. Adjusted efficiency ratio improved from 62.51% to 54.08% as adjusted net revenue grew 24% and adjusted noninterest expense grew 7%. 4Q22 vs 3Q22 Noninterest expense was unchanged for the quarter. Significant components within noninterest expense changed as follows: ◦ Marketing costs increased $6 million due to higher expenses in the Direct Bank. ◦ Net occupancy expense increased $3 million primarily due to increased repairs and utilities costs. ◦ Maintenance and depreciation expenses on operating leases declined $4 million. ◦ Merger-related expenses declined $4 million. ◦ Other noninterest expenses declined $1 million spread among various accounts. Efficiency ratio declined slightly from 61.91% to 61.74%. Adjusted efficiency ratio increased modestly from 53.32% to 54.08%. YTD22 vs YTD21 Noninterest expense increased $252 million. Significant components of the change were: ◦ Merger-related expenses increased $194 million. ◦ Salaries and benefits expense increased $53 million as a result of merger-related costs, wage increases, revenue- based incentives and temporary personnel costs, partially offset by net staff reductions. ◦ Marketing costs increased $23 million due to the same reasons as the quarterly increases. ◦ Third-party processing expenses increased $14 million and other operating expenses increased $14 million; ◦ Partially offset by an $18 million reduction in FDIC insurance premiums, a $16 million decline in expenses on operating leases, and a $12 million reduction in professional fees. Efficiency ratio improved from 64.43% to 60.50%. Adjusted efficiency ratio improved from 64.34% to 56.40% as adjusted net revenue grew 19% and adjusted noninterest expense grew 4%. Note – The financial data and ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data and ratios, refer to pages 34-35 of the Appendix. (1) Adjusted noninterest expense is Non-GAAP and excludes notable items as detailed on page 12. Noninterest expense ($ in millions) $2,823 $3,075 $2,212 $2,305 $611 $770 YTD Dec 21 YTD Dec 22 Adjusted (Non-GAAP) (1) Notable items
19 60%18% 18% 4% Personnel ($352) Other expense ($107) Occupancy & equipment ($105) Third-party processing fees ($26) 31% 15% 12% 12% 9% 9% 8% 4% Adjusted rental income on operating lease equipment ($89) Fee income and other service charges ($45) Wealth management services ($35) Cardholder and merchant services, net ($34) Factoring commissions ($26) Other income ($25) Service charges on deposit accounts ($23) Insurance commissions ($13) Adjusted noninterest income (Non-GAAP) Adjusted noninterest expense (Non-GAAP) Note - Adjusted noninterest income and adjusted noninterest expense are Non-GAAP and exclude notable items as detailed on page 12. Refer to Section V of this presentation for a reconciliation of the Non-GAAP to GAAP measures. 4Q22 Noninterest income and expense composition ($ in millions)
20 20 Increase (decrease) 4Q22 vs 3Q22 (4) 4Q22 vs 4Q21 (4) SELECT BALANCES (1) 4Q22 3Q22 4Q21 $ % $ % Interest-earning deposits at banks $ 5,025 $ 6,172 $ 11,989 $ (1,147) (73.8) % $ (6,964) (58.1) % Investment securities 19,369 18,841 19,707 528 11.1 (338) (1.7) Loans and leases 70,781 69,790 65,211 991 5.6 5,570 8.5 Operating lease equipment, net (2) 8,156 7,984 8,024 172 8.6 132 1.6 Deposits 89,408 87,553 90,777 1,855 8.4 (1,369) (1.5) Borrowings 6,645 8,343 6,035 (1,698) (80.7) 610 10.1 Tangible common stockholders’ equity (non-GAAP) 8,295 8,461 9,709 (166) (7.7) (1,414) (14.6) Common stockholders' equity 8,781 8,952 10,176 (171) (7.6) (1,395) (13.7) Total stockholders' equity 9,662 9,833 11,041 (171) (6.9) (1,379) (12.5) Increase (decrease) KEY METRICS 4Q22 3Q22 4Q21 4Q22 vs 3Q22 4Q22 vs 4Q21 Common equity Tier 1 (CET1) capital ratio (3) 10.08 % 10.37 % 11.50 % (0.29) % (1.42) % Book value per common share (3) $ 605.36 $ 597.75 $ 447.95 $ 7.61 $ 157.41 Tangible book value per common share (non-GAAP) (3) $ 571.89 $ 564.97 $ 410.74 $ 6.92 $ 161.15 Tangible capital to tangible assets (1) 7.62 % 7.78 % 8.74 % (0.16) % (1.12) % Loan to deposit ratio (1) 79.17 % 79.71 % 71.84 % (0.54) % 7.33 % ACL to total loans and leases (1) 1.30 % 1.26 % 1.37 % 0.04 % (0.07) % Noninterest bearing deposits to total deposits (1) 27.87 % 30.37 % 27.20 % (2.50) % 0.67 % Balance Sheet Highlights ($ in millions, except per share data) (1) The financial data and ratios provided are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data and ratios, refer to pages 33 - 35 of the Appendix. (2) Operating lease equipment, net includes $7.4 billion of rail assets. (3) 4Q21 ratios for CET1, book value per common share and tangible book value per common share are BancShares and do not include legacy CIT balances. (4) Percent change is annualized and is calculated using unrounded numbers.
21 $65,211 $65,524 $67,735 $69,790 $70,781 $50,079 $50,101 $51,477 $52,960 $53,455 $15,132 $15,423 $16,258 $16,830 $17,326 Commercial Consumer 4Q21 1Q22 2Q22 3Q22 4Q22 Note – The financial data provided on this slide is presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non- GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to page 33 of the Appendix. Rail assets / operating leases are not included in the loan totals. Highlights 4Q22 vs 3Q22 • Loans grew $1.0 billion, or by 5.6% on an annualized basis. • Growth was driven primarily by our branch network, Mortgage and Business Capital, partially offset by declines in Commercial Services and Real Estate Finance. • The primary drivers of the growth by loan type were residential mortgage loans, owner occupied commercial mortgage loans and non-owner occupied commercial mortgage loans. 4Q22 vs 4Q21 • Loans grew $5.6 billion, or by 8.5%. • Growth was driven primarily by our branch network, Commercial Finance and Mortgage, partially offset by declines in Real Estate Finance. • The primary drivers of the growth by loan type were residential mortgage loans, commercial & industrial, owner occupied commercial mortgage loans and non- owner occupied commercial mortgage loans. Loans and Leases HFI ($ in millions)
22 34% 20% 19% 14% 4% 3% 3% 3% Commercial & industrial ($24.1) Owner-occupied commercial mortgage ($14.5) Residential mortgage ($13.3) Non-owner-occupied commercial mortgage ($9.9) Commercial construction ($2.8) Leases ($2.2) Consumer other ($2.1) Revolving mortgage ($1.9) Note – Rail assets / operating leases are not included in the loan totals. The Commercial Banking segment includes Commercial Finance, Real Estate Finance and Business Capital. The General Banking segment includes Branch Network & Wealth, Mortgage, Consumer Indirect, Direct Bank, Community Association Banking and Other General Banking. 23% 9% 8% 42% 13% 2% 3% Commercial Finance ($16.5) Real Estate Finance ($6.0) Business Capital ($5.3) Branch Network & Wealth ($29.9) Mortgage ($9.5) Consumer Indirect ($1.2) Other ($2.4) Commercial Banking: General Banking: Type Segment 4Q22 Loans and Leases HFI Composition ($ in billions)
23 $90,777 $91,597 $89,329 $87,553 $89,408 $66,088 $65,730 $62,753 $60,966 $64,486 $24,689 $25,867 $26,576 $26,587 $24,922 23 bps 17 bps 19 bps 35 bps 78 bps Interest-bearing Noninterest-bearing Cost of deposits 4Q21 1Q22 2Q22 3Q22 4Q22 Highlights 4Q22 vs. 3Q22 • Total deposits increased $1.9 billion, or by 8.4% on an annualized basis. • Interest-bearing deposits increased $3.5 billion, primarily due to a $2.3 billion increase in time deposits and a $1.9 billion increase in savings accounts, partially offset by a $0.8 billion decrease in money market deposits. • Noninterest-bearing deposits declined $1.7 billion driven by a reduction in commercial deposit balances. 4Q22 vs. 4Q21 • Total deposits decreased $1.4 billion, or by 1.5%. • Interest-bearing deposits decreased $1.6 billion, primarily driven by decreases of $4.9 billion in money market deposits, partially offset by a $2.8 billion increase in savings accounts and a $0.6 billion increase in time deposits. • The reduction in money market accounts was primarily concentrated in acquired higher cost Direct Bank accounts and acquired branches. • Noninterest-bearing deposits increased by $0.2 billion. Note – The financial data and ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to pages 33 - 35 of the Appendix. Deposits ($ in millions)
24 68% 18% 8% 4% 2% Branch Network, Wealth & Other ($60.7) Direct Bank ($16.5) Community Association Banking ($7.2) Commercial Bank ($3.2) Corporate ($1.8) Note – The Commercial Banking segment includes Commercial Finance, Real Estate Finance and Business Capital. The General Banking segment includes Branch Network & Wealth, Mortgage, Consumer Indirect, Direct Bank, Community Association Banking and Other General Banking. 42% 28% 18% 12% Money market & savings ($37.7) Noninterest-bearing demand ($24.9) Checking with interest ($16.2) Time deposits ($10.6) General Banking: Commercial Banking and Corporate: Type Segment 4Q22 Deposit Composition ($ in billions)
25 0.62% 0.35% 0.34% 0.65% 1.35% 0.32% 0.24% 0.26% 0.50% 1.12% 0.23% 0.17% 0.19% 0.35% 0.78% Cost of interest-bearing liabilities Cost of interest-bearing deposits Cost of deposits 4Q21 1Q22 2Q22 3Q22 4Q22 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% Cost of funds Additional sources of liquidity Categories $ in millions FHLB $ 9,218 FRB 4,203 Line of credit 100 Total $ 13,521 QTD Change 4Q22 3Q22 2Q22 1Q22 4Q21 Linked Quarter Prior Year Quarter Total deposits $ 89,408 93.1 % $ 87,553 91.3 % $ 89,329 95.2 % $ 91,597 96.5 % $ 90,777 93.8 % $ 1,855 $ (1,369) Securities sold under customer repurchase agreements 436 0.5 578 0.6 646 0.7 616 0.6 589 0.6 (142) (153) Federal Home Loan Bank borrowings 4,250 4.3 5,800 6.0 1,785 1.9 639 0.7 645 0.7 (1,550) 3,605 Senior unsecured borrowings 885 0.9 888 0.9 892 1.0 895 1.0 3,742 3.8 (3) (2,857) Subordinated debt 1,049 1.1 1,052 1.1 1,055 1.1 1,058 1.1 973 1.0 (3) 76 Other borrowings 25 0.1 25 0.1 81 0.1 84 0.1 86 0.1 0 (61) Total deposits and borrowed funds $ 96,053 100 % $ 95,896 100 % $ 93,788 100 % $ 94,889 100 % $ 96,812 100 % $ 157 $ (759) Note – The financial data and ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data, refer to pages 33-35 of the Appendix. Totals may not foot due to rounding. Funding Mix ($ in millions)
26 $(78) $(49) $42 $60 $79 Provision (benefit) for credit losses 4Q21 1Q22 2Q22 3Q22 4Q22 $(100) $(50) $0 $50 $100 ACL and Credit Quality Trends ($ in millions) Net charge-offs (NCO) & NCO ratio Provision (benefit) for credit losses $7 $15 $22 $18 $24 0.04% 0.09% 0.13% 0.10% 0.14% NCO $ NCO ratio 4Q21 1Q22 2Q22 3Q22 4Q22 $0 $5 $10 $15 $20 $25 $30 $518 $538 $513 $454 $627 0.79% 0.82% 0.76% 0.65% 0.89% Nonaccrual loans Nonaccrual loans to total loans 4Q21 1Q22 2Q22 3Q22 4Q22 $0 $100 $200 $300 $400 $500 $600 $700 $800 Nonaccrual loans / total loans & leases HFI ACL & ACL ratio $891 $848 $850 $882 $922 1.37% 1.29% 1.26% 1.26% 1.30% ACL ACL ratio 4Q21 1Q22 2Q22 3Q22 4Q22 $0 $200 $400 $600 $800 $1,000 $1,200 (1) Note – The financial data and ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares reported data and ratios, refer to pages 33-35 of the Appendix. (1) Excludes $513 million of CECL Day 2 provision expense.
27 Highlights 4Q22 vs 3Q22 • Total ACL increased $40 million compared to the linked quarter. • Factors contributing to the increase in the ACL were an increase in specific reserves on individually evaluated loans, portfolio growth and deterioration in the CECL macroeconomic outlook. • These were partially offset by a decline related to portfolio mix due to a shift to portfolios with lower reserve rates. • The ACL provided 9.3 times coverage of annualized quarterly net charge- offs. $882 $12 $29 $922 3Q22 Portfolio mix Economic outlook Loan growth Change in specific reserves 4Q22 ACL / Net charge-offs 32.4x 14.4x 9.4x 12.9x 9.3x ACL / NCO ratio 4Q21 1Q22 2Q22 3Q22 4Q22 3Q22 to 4Q22 Note – The financial ratios provided on this slide are presented as if BancShares and CIT were combined for the 2021 historical period. The Combined measures are Non- GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures. For the BancShares 2021 reported data and ratios, refer to pages 33-35 of the Appendix. Allowance for credit losses (ACL) ($ in millions) $(8) $7
28 7.59% 9.55% 9.85% 9.31% 9.06% Tier 1 Leverage ratio 4Q21 1Q22 2Q22 3Q22 4Q22 Risk-based capital ratios Capital ratio rollforward Tier 1 Leverage ratio Tangible book value per share (Non-GAAP) Capital Risk-Based Capital Tier 1 LeverageTotal Tier 1 CET1 December 31, 2021 14.35% 12.47% 11.50% 7.59% CIT acquisition - net (0.04)% (0.26)% (0.36)% 1.50% Pro forma combined - January 3, 2022 14.31% 12.21% 11.14% 9.09% Net income 1.23% 1.23% 1.23% 0.97% Common dividends (0.04)% (0.04)% (0.04)% (0.04)% Preferred dividends (0.06)% (0.06)% (0.06)% (0.05)% Stock repurchases (1.43)% (1.43)% (1.43)% (1.15)% Risk-weighted/average assets (0.99)% (0.84)% (0.77)% 0.09% SBA-PPP decline 0.00% 0.00% 0.00% 0.13% Other 0.16% (0.01)% 0.01% 0.02% December 31, 2022 13.18% 11.06% 10.08% 9.06% Change since 4Q21 (1.17)% (1.41)% (1.42)% 1.47% $410.74 $169.52 $69.15 ($49.70) ($25.66) ($2.16) $571.89 4Q21 CIT acquisition Retained earnings AOCI Share repurchases Common dividends 4Q22 11.50% 11.34% 11.35% 10.37% 10.08% 12.47% 12.39% 12.37% 11.36% 11.06% 14.35% 14.47% 14.46% 13.46% 13.18% CET1 Tier 1 Total 4Q21 1Q22 2Q22 3Q22 4Q22 Note – The financial ratios provided on this slide are BancShares and do not include CIT balances. Capital ratios are preliminary pending completion of quarterly regulatory filings. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure.
29 BOLI Early Surrender Summary • Liquidity feature of BOLI provides option to early surrender the policies back to the insurance carrier • Surrendering the policies triggers a taxable event ($55 million charge)(1) Benefits • Material benefit to balance sheet liquidity on day one • Capital accretive on day one • Earnings accretive after day one • Cumulative earnings earnback approximately 2 years (1) During 4Q22, management decided to early surrender $1.2 billion of BOLI policies which triggered a taxable gain of $160 million and resulted in tax expense of $55 million.
Financial Outlook Section III
31 Metric 4Q22 1Q23 - Projected FY23 - Projected Loans and leases $70.8 billion Flat to low-single digit % annualized growth Mid-single digit % annualized growth Deposits $89.4 billion High-single digit % annualized growth Mid-single digit % annualized growth Interest rates 50 bps increase in FFR in 1Q23 (ending FF effective rate of 4.75% - 5.00%) FFR to peak at 5.00% - 5.25%, with 50 bps of cuts in 2H23 Net interest income $802 million Flat to slightly low-single digit % decline; margin stable Mid-teens % growth YoY; margin stable to moderately increasing Net charge-off ratio (annualized/annual) 14 bps 15 - 25 bps 20 - 30 bps Adjusted noninterest income (1) $290 million Flat to low-single digit % decline Flat to low-single digit % growth Adjusted noninterest expense (2) $590 million Mid-single digit % growth Mid-single digit % growth Effective tax rate 35% 24.5% - 25% 24.5% - 25% Key Earnings Estimate Assumptions (1) Adjusted noninterest income includes net rental income on operating lease assets (net of depreciation and maintenance) and excludes fair value adjustments on marketable equity securities, realized gains/losses on sales of AFS securities, realized gains/losses on sales of leasing equipment and legacy consumer loans, realized gains/losses on extinguishment of debt and acquisition accounting gains. (2) Adjusted noninterest expense excludes depreciation and maintenance on operating lease assets, merger-related expenses and amortization of intangibles. Note - Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items that have not yet occurred, are out of BancShares’ control, or cannot be reasonably predicted. For the same reasons, management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.
Appendix Section IV
33 4Q22 3Q22 2Q22 1Q22 4Q21 BancShares BancShares BancShares BancShares BancShares ASSETS Cash and due from banks $ 518 $ 481 $ 583 $ 523 $ 338 Interest-earning deposits at banks 5,025 6,172 6,476 9,285 9,115 Investment in marketable equity securities 95 92 94 100 98 Investment securities available for sale 8,995 9,088 9,210 9,295 9,203 Investment securities held to maturity 10,279 9,661 9,832 10,074 3,809 Assets held for sale 60 21 38 83 99 Loans and leases 70,781 69,790 67,735 65,524 32,372 Allowance for credit losses (922) (882) (850) (848) (178) Loans and leases, net of allowance for credit losses 69,859 68,908 66,885 64,676 32,194 Operating lease equipment, net 8,156 7,984 7,971 7,972 — Premises and equipment, net 1,456 1,410 1,415 1,431 1,233 Goodwill 346 346 346 346 346 Other intangible assets 140 145 150 156 19 Other assets 4,369 5,002 4,673 4,656 1,855 Total assets $ 109,298 $ 109,310 $ 107,673 $ 108,597 $ 58,309 LIABILITIES Deposits: Noninterest-bearing $ 24,922 $ 26,587 $ 26,576 $ 25,867 $ 21,405 Interest-bearing 64,486 60,966 62,753 65,730 30,001 Total deposits 89,408 87,553 89,329 91,597 51,406 Credit balances of factoring clients 995 1,147 1,070 1,150 — Short-term borrowings 2,186 3,128 646 616 589 Long-term borrowings 4,459 5,215 3,813 2,676 1,195 Total borrowings 6,645 8,343 4,459 3,292 1,784 Other liabilities 2,588 2,434 2,173 1,988 381 Total liabilities 99,636 99,477 97,031 98,027 53,571 STOCKHOLDERS’ EQUITY Preferred stock 881 881 881 881 340 Common stock 15 15 16 16 10 Additional paid in capital 4,109 4,506 5,345 5,344 — Retained earnings 5,392 5,160 4,865 4,634 4,378 Accumulated other comprehensive (loss) income (735) (729) (465) (305) 10 Total stockholders’ equity 9,662 9,833 10,642 10,570 4,738 Total liabilities and stockholders’ equity $ 109,298 $ 109,310 $ 107,673 $ 108,597 $ 58,309 BancShares Balance Sheets (unaudited) ($ in millions)
34 4Q22 3Q22 2Q22 1Q22 4Q21 YTD22 YTD21 BancShares BancShares BancShares BancShares BancShares BancShares BancShares INTEREST INCOME Interest and fees on loans $ 892 $ 785 $ 655 $ 621 $ 328 $ 2,953 $ 1,295 Interest on investment securities 92 90 89 83 39 354 145 Interest on deposits at banks 56 31 13 6 4 106 11 Total interest income 1,040 906 757 710 371 3,413 1,451 INTEREST EXPENSE Deposits 176 78 42 39 8 335 33 Borrowings 62 33 15 22 6 132 28 Total interest expense 238 111 57 61 14 467 61 Net interest income 802 795 700 649 357 2,946 1,390 Provision (benefit) for credit losses 79 60 42 464 (5) 645 (37) Net interest income after provision for credit losses 723 735 658 185 362 2,301 1,427 NONINTEREST INCOME Rental income on operating lease equipment 224 219 213 208 — 864 — Fee income and other service charges 45 44 39 35 11 163 42 Wealth management services 35 35 37 35 33 142 129 Service charges on deposit accounts 23 21 28 28 26 100 95 Factoring commissions 26 24 27 27 — 104 — Cardholder services, net 26 25 26 25 22 102 87 Merchant services, net 8 8 9 10 7 35 33 Insurance commissions 13 11 11 12 4 47 16 Realized gain on sale of investment securities available for sale, net — — — — — — 33 Fair value adjustment on marketable equity securities, net 2 (2) (6) 3 3 (3) 34 Bank-owned life insurance 7 8 9 8 1 32 3 Gain on sale of leasing equipment, net 2 2 5 6 — 15 — Gain on acquisition — — — 431 — 431 — Gain on extinguishment of debt — 1 — 6 — 7 — Other noninterest income 18 37 26 16 7 97 36 Total noninterest income 429 433 424 850 114 2,136 508 NONINTEREST EXPENSE Depreciation on operating lease equipment 88 87 89 81 — 345 — Maintenance and other operating lease expenses 47 52 47 43 — 189 — Salaries and benefits 352 351 341 352 193 1,396 759 Net occupancy expense 50 47 48 49 30 194 117 Equipment expense 55 55 54 52 30 216 119 Professional fees 13 13 15 16 7 57 20 Third-party processing fees 26 27 26 24 16 103 60 FDIC insurance expense 5 5 9 12 4 31 14 Marketing 21 15 9 8 3 53 10 Merger-related expenses 29 33 34 135 9 231 29 Intangible asset amortization 6 5 6 6 3 23 12 Other noninterest expense 68 70 67 32 28 237 94 Total noninterest expense 760 760 745 810 323 3,075 1,234 Income before income taxes 392 408 337 225 153 1,362 701 Income tax (benefit) expense 135 93 82 (46) 30 264 154 Net income $ 257 $ 315 $ 255 $ 271 $ 123 $ 1,098 $ 547 Preferred stock dividends $ 14 $ 12 $ 17 $ 7 $ 4 $ 50 $ 18 Net income available to common stockholders $ 243 $ 303 $ 238 $ 264 $ 119 $ 1,048 $ 529 BancShares Income Statements (unaudited) ($ in millions)
35 4Q21 YTD21 BancShares BancShares ROA 0.84 % 1.00 % PPNR ROA 1.01 % 1.21 % NIM 2.58 % 2.66 % Net charge-off ratio (0.01) % 0.03 % Efficiency ratio 66.31 % 65.11 % Tangible capital to tangible assets (2) 6.96 % 6.96 % Loan to deposits ratio (2) 62.97 % 62.97 % ACL to total loans and leases (2) 0.55 % 0.55 % Noninterest bearing deposits to total deposits (2) 41.64 % 41.64 % Cost of deposits (2) 0.06 % 0.07 % Cost of interest bearing deposits (2) 0.11 % 0.12 % Cost of interest bearing liabilities (2) 0.19 % 0.21 % Nonaccrual loans to total loans and leases (2) 0.37 % 0.37 % ACL / Net charge-offs (2) NM 19.9 x BancShares Financial Ratios (unaudited) (1) (1) The above table includes ratios for legacy BancShares 2021 historical period. Within the presentation, these ratios are presented as if legacy BancShares and legacy CIT were combined for the 2021 historical period. (2) Ratios are not provided for periods not included in the presentation.
36 4Q22 Change vs Quarter-to-date 3Q22 4Q22 3Q22 2Q22 1Q22 $ % BancShares BancShares BancShares BancShares Rental income on operating lease equipment $ 224 $ 219 $ 213 $ 208 $ 5 2.4 % Fee income and other service charges 45 44 39 35 1 4.6 Wealth management services 35 35 37 35 — 0.5 Service charges on deposit accounts 23 21 28 28 2 12.7 Factoring commissions 26 24 27 27 2 5.2 Cardholder services, net 26 25 26 25 1 3.0 Merchant services, net 8 8 9 10 — (0.1) Insurance commissions 13 11 11 12 2 8.9 Fair value adjustment on marketable equity securities, net 2 (2) (6) 3 4 (179.5) Bank-owned life insurance 7 8 9 8 (1) (14.9) Gain on sale of leasing equipment, net 2 2 5 6 — 25.1 Gain on acquisition — — — 431 — — Gain on extinguishment of debt — 1 — 6 (1) (126.0) Other noninterest income 18 37 26 16 (19) (50.9) Total noninterest income - GAAP $ 429 $ 433 $ 424 $ 850 $ (4) (0.8) % Depreciation on operating lease equipment $ (88) $ (87) $ (89) $ (81) $ (1) 1.1 % Maintenance and other operating lease expenses (47) (52) (47) (43) 5 (9.6) Fair value adjustment on marketable equity securities, net (2) 2 6 (3) (4) (200.0) Gain on sale of leasing equipment, net (2) (2) (5) (6) — — Gain on acquisition — — — (431) — — Gain on extinguishment of debt — (1) — (6) 1 (100.0) Other noninterest income — (5) (6) — 5 (100.0) % Total notable items $ (139) $ (145) $ (141) $ (570) $ 6 (4.1) % Rental income on operating lease equipment $ 89 $ 80 $ 77 $ 84 $ 9 2.4 % Fee income and other service charges 45 44 39 35 1 4.6 Wealth management services 35 35 37 35 — 0.5 Service charges on deposit accounts 23 21 28 28 2 12.7 Factoring commissions 26 24 27 27 2 5.2 Cardholder services, net 26 25 26 25 1 3.0 Merchant services, net 8 8 9 10 — (0.1) Insurance commissions 13 11 11 12 2 8.9 Bank-owned life insurance 7 8 9 8 (1) (14.9) Other noninterest income 18 32 20 16 (14) (42.7) % Total noninterest income - adjusted $ 290 $ 288 $ 283 $ 280 $ 2 (0.5) % Note – Adjusted noninterest income is Non-GAAP and excludes notable items as detailed on page 12. Noninterest income ($ in millions)
37 4Q22 Change vs Quarter-to-date 3Q22 4Q22 3Q22 2Q22 1Q22 $ % BancShares BancShares BancShares BancShares Depreciation on operating lease equipment $ 88 $ 87 $ 89 $ 81 $ 1 1.3 % Maintenance and other operating lease expenses 47 52 47 43 (5) (8.7) Salaries and benefits 352 351 341 352 1 0.6 Net occupancy expense 50 47 48 49 3 4.4 Equipment expense 55 55 54 52 — 1.0 Professional fees 13 13 15 16 — 3.1 Third-party processing fees 26 27 26 24 (1) (1.0) FDIC insurance expense 5 5 9 12 — (6.1) Marketing 21 15 9 8 6 45.3 Merger-related expenses 29 33 34 135 (4) (11.6) Intangible asset amortization 6 5 6 6 1 (2.9) Other noninterest expense 68 70 67 32 (2) (4.7) Total noninterest expense - GAAP $ 760 $ 760 $ 745 $ 810 $ — 0.1 % Depreciation on operating lease equipment $ (88) $ (87) $ (89) $ (81) $ (1) 1.1 % Maintenance and other operating lease expenses (47) (52) (47) (43) 5 (9.6) Merger-related expenses (29) (33) (34) (135) 4 (12.1) Intangible asset amortization (6) (5) (6) (6) (1) 20.0 Other noninterest expense — (6) (3) 27 6 (100.0) Total notable items $ (170) $ (183) $ (179) $ (238) $ 13 (7.1) % Salaries and benefits $ 352 $ 351 $ 341 $ 352 $ 1 0.6 % Net occupancy expense 50 47 48 49 3 4.4 Equipment expense 55 55 54 52 — 1.0 Professional fees 13 13 15 16 — 3.1 Third-party processing fees 26 27 26 24 (1) (1.0) FDIC insurance expense 5 5 9 12 — (6.1) Marketing 21 15 9 8 6 45.3 Other noninterest expense 68 64 64 59 4 2.7 Total nontinterest expense - adjusted $ 590 $ 577 $ 566 $ 572 $ 13 1.3 % Noninterest expense ($ in millions) Note – Adjusted noninterest expense is Non-GAAP and excludes notable items as detailed on page 12.
38 (1) (1) Includes the debt securities portfolio; excludes marketable equity securities. (2) Carrying value represents fair value for AFS and amortized cost for HTM portfolios. (3) Yield represents actual accounting yield recognized during the quarter. 4Q22 (1) ($ in millions) Carrying Value (2) % of Portfolio Yield (3) Duration (Years) AFS Portfolio U.S. Treasury $ 1,898 10 % 1.08 % 2.0 Government agency 162 1 3.51 0.4 Commerical mortgage-backed securities 1,604 8 2.92 2.3 Residential mortgage-backed securities 4,795 25 2.05 4.8 Corporate bonds 536 3 5.74 2.1 Total AFS portfolio $ 8,995 47 % 2.25 % 3.5 HTM portfolio U.S. Treasury $ 474 2 % 1.37 % 4.3 Government agency 1,548 8 1.50 4.2 Commerical mortgage-backed securities 3,355 17 1.76 3.3 Residential mortgage-backed securities 4,605 24 1.74 6.6 Other investments 297 2 1.56 5.9 Total HTM portfolio $ 10,279 53 % 1.69 % 5.0 Grand total $ 19,724 100 % 1.95 % 4.3 Debt Securities Overview
39 Change vs. 4Q22 3Q22 4Q21 3Q22 4Q21 Avg. Balance Income / Expense Yield / Rate Avg. Balance Income / Expense Yield / Rate Avg. Balance Income / Expense Yield / Rate Avg. Balance Income / Expense Yield / Rate Avg. Balance Income / Expense Yield / Rate Loans and leases (1) $ 69,290 $ 892 5.09 % $ 67,733 $ 785 4.58 % $ 63,962 $ 668 4.13 % $ 1,557 $ 107 0.51 % $ 5,328 $ 224 0.96 % Investment securities 18,876 92 1.95 19,119 90 1.88 17,618 60 1.34 (243) 2 0.07 1,258 32 0.61 Interest-earning deposits at banks 6,193 56 3.60 5,685 31 2.17 14,481 5 0.14 508 25 1.43 (8,288) 51 3.46 Total interest-earning assets (1) $ 94,359 $ 1,040 4.36 % $ 92,537 $ 906 3.87 % $ 96,061 $ 733 3.01 % $ 1,822 $ 134 0.49 % $ (1,702) $ 307 1.35 % Interest-bearing deposits $ 62,532 $ 176 1.12 % $ 61,545 $ 78 0.50 % $ 65,354 $ 53 0.32 % $ 987 $ 98 0.62 % $ (2,822) $ 123 0.80 % Securities sold under customer repurchase agreements 514 — 0.27 617 1 0.16 650 1 0.16 (103) (1) 0.11 (136) (1) 0.11 Other short-term borrowings 2,080 20 3.72 1,188 8 2.57 — — — 892 12 1.15 2,080 20 3.72 Long-term borrowings 4,800 42 3.42 3,803 24 2.59 5,467 60 4.40 997 18 0.83 (667) (18) (0.98) Total borrowings $ 7,394 $ 62 3.28 % $ 5,608 $ 33 2.32 % $ 6,117 $ 61 3.94 % $ 1,786 $ 29 0.96 % $ 1,277 $ 1 (0.66) % Total interest-bearing liabilities $ 69,926 $ 238 1.35 % $ 67,153 $ 111 0.65 % $ 71,471 $ 114 0.62 % $ 2,773 $ 127 0.70 % $ 67,153 $ 124 0.73 % Net interest income $ 802 $ 795 $ 619 $ 7 $ 183 Net interest spread (1) 3.01 % 3.22 % 2.39 % -0.21 % 0.62 % Net interest margin (1) 3.36 % 3.40 % 2.56 % -0.04 % 0.80 % Note – The financial data and/or ratios provided on this page are presented as if legacy BancShares and legacy CIT were combined for the 2021 historical period. The Combined measures are Non-GAAP. Refer to Section V of this presentation for a reconciliation of the Combined (Non-GAAP) to BancShares (GAAP) measures (1) The balance and rate presented is calculated net of average credit balances of factoring clients. Change vs. YTD22 YTD21 YTD21 Avg. Balance Income / Expense Yield / Rate Avg. Balance Income / Expense Yield / Rate Avg. Balance Income / Expense Yield / Rate Loans and leases (1) $ 66,634 $ 2,953 4.41 % $ 65,639 $ 2,697 4.09 % $ 995 $ 256 0.32 % Investment securities 19,166 354 1.85 16,110 216 1.32 3,056 138 0.53 Interest-earning deposits at banks 7,726 106 1.38 13,246 17 0.13 (5,520) 89 1.25 Total interest-earning assets (1) $ 93,526 $ 3,413 3.63 % $ 94,995 $ 2,930 3.07 % $ (1,469) $ 483 0.56 % Interest-bearing deposits $ 63,598 $ 335 0.53 % $ 65,295 $ 239 0.37 % $ (1,697) $ 96 0.16 % Securities sold under customer repurchase agreements 590 1 0.19 660 1 0.20 (70) — (0.01) Other short-term borrowings 824 28 3.30 — — — 824 28 3.30 Long-term borrowings 3,882 103 2.64 5,915 249 4.15 (2,033) (146) (1.51) Total borrowings $ 5,296 $ 132 2.47 % $ 6,575 $ 250 3.75 % $ (1,279) $ (118) (1.28) % Total interest-bearing liabilities $ 68,894 $ 467 0.68 % $ 71,870 $ 489 0.68 % $ (2,976) $ (22) — % Net interest income $ 2,946 $ 2,441 $ 505 Net interest spread (1) 2.95 % 2.39 % 0.56 % Net interest margin (1) 3.14 % 2.55 % 0.59 % Average Balances and Yields ($ in millions)
40 Highlights • The Commercial Banking segment saw a slight decline in loan balances as Commercial Services (factoring) balances declined $448 million compared to the linked quarter due to seasonal declines from the third quarter high mark. This decline was partially offset by Business Capital which increased loans $193 million (15% annualized). • Commercial Services (factoring) volume totaled $6.5 billion, which was a decrease of approximately $300 million from the prior quarter as a result of seasonal changes and slowed customer orders resulting from the macroeconomic environment. • Business Capital had another strong quarter of growth. Outlook remains solid, but we expect flattening compared to the prior year given macroeconomic factors and sustained inflation. • Credit quality does not show any meaningful signs of deterioration outside of a few pockets in Business Capital and Real Estate Finance. Total net charge-offs increased to 32 bps, up from 24 bps in the third quarter. Note – The Commercial Banking segment includes Commercial Finance, Real Estate Finance and Business Capital. (Actual balances; $ in millions) 4Q22 3Q22 Income Statement Net interest income $ 244 $ 230 Noninterest income 141 133 Net revenue 385 363 Noninterest expenses 188 186 Pre-provision net revenue 197 177 Provision (benefit) for credit losses 59 58 Segment income before taxes 138 119 Income taxes 39 25 Segment net income $ 99 $ 94 Balance Sheet Loans and leases $ 27,782 $ 28,023 Deposits 3,225 3,682 Factoring volume 6,497 6,801 Commercial Banking Segment
41 Highlights • The General Banking segment had strong loan growth over the prior quarter (15% annualized) driven primarily by business & commercial loan growth in the branch network and growth in Mortgage due to both strong loan production and slowing prepay speeds on existing balances. • Deposits increased by $1.7 billion compared to the third quarter, primarily driven by increases in the Direct Bank ($2.5 billion, 72% annualized). • Net interest income increased $52 million, or by 10%, compared to the linked quarter due to positive loan growth in the quarter and increases to funding credit in the deposit portfolios. • Credit quality remains strong, with no apparent stresses on the portfolio. • We continue to place an emphasis on strengthening digital capabilities and refining our branch network to ensure sales strategies align with client preferences regarding channel selection and declines in transactional activity. Note – The General Banking segment includes Branch Network & Wealth, Mortgage, Consumer Indirect, Direct Bank, Community Association Banking and Other General Banking. (Actual balances; $ in millions) 4Q22 3Q22 Income Statement Net interest income $ 546 $ 495 Noninterest income 111 118 Net revenue 657 613 Noninterest expenses 360 410 Pre-provision net revenue 297 203 Provision (benefit) for credit losses 15 2 Segment income before taxes 282 201 Income taxes 70 55 Segment net income $ 212 $ 146 Balance Sheet Loans and leases $ 42,921 $ 41,693 Deposits 84,361 82,730 Other Key Metrics Number of branches 550 559 Wealth management assets under management ($B) $ 34.2 $ 31.8 Card volume 4,131 4,001 Merchant volume 1,640 1,728 General Banking Segment
42 Highlights • Fleet utilization increased to 97.7% in the fourth quarter from 96.2% in the linked quarter. Utilization represents the highest level since 4Q18. • In the fourth quarter, the renewal re-pricing rate was 130% of the prior rate driven by broad-based strength across the portfolio. • Net revenue on operating leases increased by $6 million due to higher rental income and lower maintenance plus depreciation expenses. • Short-term outlook continues to be positive but is mixed across commodity markets. Overall, any further improvement in conditions will likely be limited and/or uneven as velocity improves and/or economic softness seeps into the carload markets. • The Rail portfolio is driven by the industrial sector business cycle, and financial performance generally lags the economic cycle. (Actual balances ; $ in millions) 4Q22 3Q22 Income Statement Rental income on operating lease equipment $ 168 $ 165 Depreciation on operating lease equipment 45 44 Maintenance and other operating lease expenses 47 52 Adjusted rental income on operating lease equipment 76 69 Interest expense, net 23 20 Noninterest income (5) 6 Noninterest expense 15 15 Segment income before income taxes 33 40 Provision for income taxes 9 10 Segment net income $ 24 $ 30 Balance Sheet Operating lease equipment, net $ 7,433 $ 7,248 Other Key Metrics Railcars and locomotives 119,169 118,515 Utilization 97.7 % 96.2 % Average age of cars in years 15 14 Renewal rate to previous rate 130 % 105 % Rail Segment
43 December 31, 2022 September 30, 2022 June 30, 2022 March 31, 2022 December 31, 2021 Loans and leases (1) Beginning balance - unamortized fair value mark $ (131) $ (146) $ (145) $ (40) $ (65) Additions - Merger with CIT Group Inc. — — — (388) — PCD “gross up” — — — 284 — Accretion 13 15 (1) (1) 25 Ending balance $ (118) $ (131) $ (146) $ (145) $ (40) Core deposits and other intangibles Beginning balance $ 145 $ 150 $ 156 $ 19 $ 31 Additions - Merger with CIT Group Inc. — — — 143 — Amortization (5) (5) (6) (6) (12) Ending balance $ 140 $ 145 $ 150 $ 156 $ 19 Deposits (2) Beginning balance - unamortized fair value mark $ (41) $ (49) $ (57) $ (2) $ (4) Additions - Merger with CIT Group Inc. — — — (66) — Amortization 7 8 8 11 2 Ending balance $ (34) $ (41) $ (49) $ (57) $ (2) Borrowings (2) Beginning balance - unamortized fair value mark $ (93) $ (100) $ (107) $ 2 $ 4 Additions - Merger with CIT Group Inc. — — — (258) — Amortization 7 7 7 21 (2) Adjustments (3) — — — 128 — Ending balance $ (86) $ (93) $ (100) $ (107) $ 2 Note – The balances above include the impact of the merger with CIT as well as other acquisitions prior to December 31, 2021. The summary only includes select information and is not intended to represent all purchase accounting adjustments. (1) Purchase accounting marks on loans and leases is comprised of credit, interest and liquidity components, and are generally recognized using the level-yield or straight-line method over the remaining life of the receivable or in full in the event of prepayment. (2) Purchase accounting marks on deposits and borrowings represent interest rate marks and are recognized using the level-yield method over the remaining term of the liability. (3) On February 24, 2022, approximately $3.0 billion in legacy CIT debt was redeemed. Purchase accounting marks ($ in millions)
44 Rating agency focusS&P Moody’s First Citizens BancShares, Inc. BBB Baa2 First-Citizens Bank & Trust Company BBB+ Baa2 Outlook Negative Stable • Solid business profile, strong franchise and diversified business model. • Historically conservative risk appetite with low credit losses over time. • Solid balance sheet, including healthy liquidity and capitalization. • BancShares’ ownership structure allows the company to prioritize longer-term strategic objectives over short-term performance. • Successful integration of CIT merger remains a key focus. • Successful execution will be key to ensuring funding, risk and profitability profiles remain strong. Note – Credit ratings were last updated on the following dates: S&P - 3/25/2022, and Moody’s - 8/2/2022. Note that First Citizens withdrew its rating from Fitch in January 2023. Credit Ratings
Non-GAAP Reconciliations Section V
46 Note – The balance sheet for periods in 2021 reflects the historical balance sheets of BancShares and CIT on a combined basis to facilitate more meaningful comparisons to historical periods prior to the CIT Merger. Combined Balance Sheets (unaudited) ($ in millions) 4Q21 BancShares (GAAP) CIT Combined (Non-GAAP) Assets Cash and due from banks $ 338 $ 141 $ 479 Interest-earning deposits at banks 9,115 $ 2,874 11,989 Securities purchased under agreements to resell — $ — — Investment in marketable equity securities 98 $ — 98 Investment securities available for sale 9,203 $ 6,594 15,797 Investment securities held to maturity 3,809 $ 3 3,812 Assets held for sale 99 53 152 Loans and leases 32,372 32,839 65,211 Allowance for credit losses (178) (713) (891) Loans and leases, net of allowance for credit losses $ 32,194 $ 32,126 $ 64,320 Operating lease equipment, net — 8,024 8,024 Premises and equipment, net 1,233 169 1,402 Goodwill 346 — 346 Other intangible assets 177 368 545 Other assets 1,855 3,154 5,009 Total assets $ 58,309 $ 53,240 $ 111,549 Liabilities Deposits: Noninterest-bearing $ 21,405 $ 3,284 $ 24,689 Interest-bearing 30,001 36,087 66,088 Total deposits 51,406 39,371 90,777 Credit balances of factoring clients — 1,533 1,533 Short-term borrowings 589 — 589 Long-term borrowings 1,195 4,251 5,446 Total borrowings 1,784 4,251 6,035 Other liabilities 381 1,782 2,163 Total liabilities 53,571 46,937 100,508 Stockholders’ equity Preferred stock 340 525 865 Total common stock 10 2 12 Additional paid in capital — 3,760 3,760 Retained earnings 4,378 2,180 6,558 Accumulated other comprehensive (loss) income 10 (164) (154) Total stockholders’ equity 4,738 6,303 11,041 Total liabilities and stockholders’ equity 58,309 53,240 111,549
47 Combined Income Statements (unaudited) ($ in millions) Note – The income statements for periods in 2021 reflects the historical income statements of BancShares and CIT on a combined basis to facilitate more meaningful comparisons to historical periods prior to the CIT Merger. 4Q21 YTD 12/31/21 BancShares (GAAP) CIT Combined (Non-GAAP) BancShares (GAAP) CIT Combined (Non-GAAP) Interest income 371 362 733 1,451 1,479 2,930 Interest expense 14 100 114 61 428 489 Net interest income 357 262 619 1,390 1,051 2,441 Provision (benefit) for credit losses (5) (73) (78) (37) (336) (373) Net interest income after provision for credit losses 362 335 697 1,427 1,387 2,814 Noninterest income 114 350 464 508 1,432 1,940 Noninterest expense 323 386 709 1,234 1,589 2,823 Income before income taxes 153 299 452 701 1,230 1,931 Income tax (benefit) expense 30 83 113 154 307 461 Net income 123 216 339 547 923 1,470 Preferred stock dividends 4 12 16 18 30 48 Net income available to common stockholders 119 204 323 529 893 1,422
48 BancShares 4Q22 BancShares 3Q22 Combined 4Q21 BancShares YTD 22 Combined YTD 21 Rental income on operating lease equipment (2) $ (135) $ (139) $ (140) $ (534) $ (550) Realized gain on sale of investment securities available for sale, net — — — — (147) Fair value adjustment on marketable equity securities, net (2) 2 (7) 3 (38) Gain on sale of leasing equipment, net (2) (2) (26) (15) (104) Gain on acquisition — — — (431) — Gain on extinguishment of debt — (1) — (7) — Other noninterest income(3) — (5) (27) (11) (105) Impact on adjusted noninterest income $ (139) $ (145) $ (200) $ (995) $ (944) Depreciation on operating lease equipment (2) $ (88) $ (87) $ (88) $ (345) $ (341) Maintenance and other operating lease expenses (2) (47) (52) (52) (189) (209) Salaries and benefits — — 6 — 14 Merger-related expenses (29) (33) (12) (231) (37) Intangible asset amortization (6) (5) (11) (23) (45) Other noninterest expense (4) — (6) — 18 7 Impact on adjusted noninterest expense $ (170) $ (183) $ (157) $ (770) $ (611) CECL Day 2 provision and reserve for unfunded commitments — — — (513) — Provision for credit losses - total adjustments $ — $ — $ — $ (513) $ — Impact on adjusted pre-tax income $ 31 $ 38 $ (43) $ 288 $ (333) Income tax impact (5) (6) (32) 15 (11) 135 (79) Impact on adjusted net income $ 63 $ 23 $ (32) $ 153 $ (254) Impact on adjusted diluted EPS $ 4.27 $ 1.52 N/A (7) $ 9.84 N/A (7) Notable Items (1) ($ in millions, except per share data) (1) Notable items include income and expense for infrequent transactions and certain recurring items (typically noncash) that Management believes should be excluded from adjusted measures (non-GAAP) to enhance understanding of operations and comparability to historical periods. Management utilizes both GAAP and adjusted measures (non-GAAP) to analyze the Company’s performance. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measures. (2) Depreciation and maintenance and other operating lease expenses are reclassified from noninterest expense to a reduction of rental income on operating lease equipment. There is no net impact to earnings for this notable item as adjusted noninterest income and expense are reduced by the same amount. Adjusted rental income on operating lease equipment (non- GAAP) is net of depreciation and maintenance expense for operating lease equipment. Management believes this measure enhances comparability to banking peers, primarily due to the extent of our rail and other equipment rental activities. Refer to Section V of this presentation for a reconciliation of Non-GAAP measures to the most directly comparable GAAP measure. (3) Primarily includes the following: 3Q22- contract settlement with a rail customer; YTD22- contract settlement with rail customer and gain on sale of other assets; 2021 periods- legacy CIT notables related to the non-GAAP Combined results of operations. (4) Primarily includes the following: 3Q22- impairment of a bank owned facility; YTD22- impairment of a bank owned facility and termination of two post retirement benefit plans; 2021 periods- legacy CIT notables related to the non-GAAP Combined results of operations. (5) Includes $55 million of tax expense related to the early surrender of BOLI policies. During 4Q22, management decided to early surrender $1.2 billion of BOLI policies. This triggered a taxable gain of $160 million and resulted in tax expense of $55 million. (6) For the non-GAAP Combined periods of 2021, a blended tax rate was applied to each period to arrive at the adjusted net income. For 2022 periods the income tax impact includes tax discrete items and changes in the estimated annualized effective tax rate. (7) The non-GAAP Combined EPS impact for 2021 periods is not shown given different share totals for each legacy institution.
49 BancShares BancShares BancShares BancShares BancShares BancShares BancShares QTD QTD QTD QTD QTD YTD YTD Non-GAAP Reconciliations 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 Net income and EPS Net income (GAAP) a $ 257 315 255 271 123 1,098 547 Preferred stock dividends 14 12 17 7 4 50 18 Net income available to common stockholders (GAAP) b 243 303 238 264 119 1,048 529 Total notable items, after income tax c 63 23 32 35 7 153 (20) Adjusted net income (non-GAAP) d = (a+c) 320 338 287 306 130 1,251 527 Adjusted net income available to common stockholders (non-GAAP) e = (b+c) $ 306 326 270 299 126 1,201 509 Weighted average common shares outstanding Basic f 14,590,387 15,711,976 16,023,613 15,779,153 9,816,405 15,531,924 9,816,405 Diluted g 14,607,426 15,727,993 16,035,090 15,779,153 9,816,405 15,549,944 9,816,405 EPS (GAAP) Basic b/f $ 16.69 19.27 14.87 16.70 12.09 67.47 53.88 Diluted b/g 16.67 19.25 14.86 16.70 12.09 67.40 53.88 Adjusted EPS (non-GAAP) Basic e/f $ 20.97 20.79 16.87 18.95 12.82 77.33 51.88 Diluted e/g 20.94 20.77 16.86 18.95 12.82 77.24 51.88 Noninterest income and expense Noninterest income h $ 429 433 424 850 114 2,136 508 Impact of notable items, before income tax (139) (145) (141) (570) (3) (995) (67) Adjusted noninterest income i $ 290 288 283 280 111 1,141 441 Noninterest expense j $ 760 760 745 810 323 3,075 1,234 Impact of notable items, before income tax (170) (183) (179) (238) (12) (770) (41) Adjusted noninterest expense k $ 590 577 566 572 311 2,305 1,193 Provision (benefit) for credit losses $ 79 60 42 464 (5) 645 (37) Plus: Day 2 provision for credit losses — — — (513) — (513) — Adjusted provision (benefit) for credit losses $ 79 60 42 (49) (5) 132 (37) Non-GAAP Reconciliations (BancShares Metrics) ($ in millions, except share and per share data)
50 Non-GAAP Reconciliations (BancShares Metrics) ($ in millions, except share and per share data) BancShares BancShares BancShares BancShares BancShares BancShares BancShares QTD QTD QTD QTD QTD YTD YTD Non-GAAP Reconciliations 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 PPNR Net income (GAAP) a $ 257 315 255 271 123 1,098 547 Plus: Provision (benefit) for credit losses 79 60 42 464 (5) 645 (37) Income tax expense (benefit) 135 93 82 (46) 30 264 154 PPNR (non-GAAP) l $ 471 468 379 689 148 2,007 664 Plus: total notable items, before income tax 31 38 38 (332) 9 (225) (26) Adjusted PPNR (non-GAAP) m $ 502 506 417 358 157 1,782 638 ROA Net income (GAAP) a $ 257 315 255 271 123 1,098 547 Annualized net income n = a annualized 1,020 1,250 1,023 1,099 488 1,098 547 Adjusted net income (non-GAAP) d 320 338 287 306 130 1,251 527 Annualized adjusted net income p = d annualized 1,270 1,341 1,151 1,242 516 1,251 527 Average assets o 109,792 107,987 107,575 110,394 58,116 108,933 54,983 ROA n/o 0.93 % 1.16 % 0.95 % 1.00 % 0.84 % 1.01 % 1.00 % Adjusted ROA p/o 1.15 % 1.24 % 1.07 % 1.12 % 0.89 % 1.15 % 0.96 % PPNR ROA PPNR (non-GAAP) l $ 471 468 379 689 148 2,007 664 Annualized PPNR q = l annualized 1,868 1,858 1,519 2,796 589 2,007 664 Adjusted PPNR (non-GAAP) m 502 506 417 358 157 1,782 638 Annualized PPNR r = m annualized 1,992 2,009 1,672 1,452 622 1,782 638 PPNR ROA q/o 1.70 % 1.72 % 1.41 % 2.54 % 1.01 % 1.84 % 1.21 % Adjusted PPNR ROA r/o 1.81 % 1.86 % 1.56 % 1.31 % 1.08 % 1.64 % 1.16 %
51 Non-GAAP Reconciliations (BancShares Metrics) ($ in millions, except share and per share data) BancShares BancShares BancShares BancShares BancShares BancShares BancShares QTD QTD QTD QTD QTD YTD YTD Non-GAAP Reconciliations 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 ROE and ROTCE Annualized net income available to common stockholders s = b annualized $ 964 1,202 955 1,071 472 1,048 529 Annualized adjusted net income available to common stockholders t = e annualized $ 1,214 1,293 1,083 1,214 500 1,201 509 Average stockholders' equity (GAAP) $ 9,621 10,499 10,567 10,423 4,633 10,276 4,461 Less: average preferred stock 881 881 881 863 340 878 340 Average common stockholders' equity (non-GAAP) u $ 8,740 9,618 9,686 9,560 4,293 9,398 4,121 Less: average goodwill 346 346 346 346 350 346 350 Less: average other intangible assets 143 148 153 182 21 156 25 Average tangible common equity (non-GAAP) v $ 8,251 9,124 9,186 9,032 3,922 8,896 3,746 ROE s/u 11.05 % 12.49 % 9.87 % 11.18 % 10.96 % 11.15 % 12.84 % Adjusted ROE t/u 13.89 % 13.47 % 11.19 % 12.67 % 11.63 % 12.78 % 12.36 % ROTCE s/v 11.70 % 13.17 % 10.40 % 11.83 % 12.00 % 11.78 % 14.12 % Adjusted ROTCE t/v 14.71 % 14.20 % 11.80 % 13.41 % 12.72 % 13.50 % 13.60 % Tangible common equity to tangible assets Stockholders' equity (GAAP) w $ 9,662 9,833 10,642 10,570 4,738 9,662 4,738 Less: preferred stock 881 881 881 881 340 881 340 Common equity (non-GAAP) x $ 8,781 8,952 9,761 9,689 4,398 8,781 4,398 Less: goodwill 346 346 346 346 346 346 346 Less: other intangible assets 140 145 150 156 19 140 19 Tangible common equity (non-GAAP) y $ 8,295 8,461 9,265 9,186 4,033 8,295 4,033 Total assets (GAAP) z 109,298 109,310 107,673 108,597 58,309 109,298 58,309 Tangible assets (non-GAAP) aa 108,812 108,819 107,177 108,095 57,944 108,812 57,944 Total equity to total assets w/z 8.84 % 9.00 % 9.88 % 9.73 % 8.13 % 8.84 % 8.13 % Tangible common equity to tangible assets (non-GAAP) y/aa 7.62 % 7.78 % 8.64 % 8.50 % 6.96 % 7.62 % 6.96 %
52 Non-GAAP Reconciliations (BancShares Metrics) ($ in millions, except share and per share data) BancShares BancShares BancShares BancShares BancShares BancShares BancShares QTD QTD QTD QTD QTD YTD YTD Non-GAAP Reconciliations 12/31/2022 9/30/2022 6/30/2022 3/31/2022 12/31/2021 12/31/2022 12/31/2021 Book value and tangible book value per common share Common shares outstanding at period end bb 14,506,200 14,976,127 16,002,385 16,001,508 9,816,405 14,506,200 9,816,405 Book value per share x/bb $ 605.36 597.75 609.95 605.48 447.95 605.36 447.95 Tangible book value per share y/bb $ 571.89 564.97 578.92 574.09 410.74 571.89 410.74 Efficiency ratio Net interest income cc $ 802 795 700 649 357 2,946 1,390 Efficiency ratio (GAAP) j / (h + cc) 61.74 % 61.91 % 66.34 % 53.96 % 68.52 % 60.50 % 64.98 % Adjusted efficiency ratio (non-GAAP) k / (i + cc) 54.08 % 53.32 % 57.55 % 61.50 % 66.31 % 56.40 % 65.11 % Rental income on operating lease equipment Rental income on operating lease equipment $ 224 219 213 208 — 864 — Less: Depreciation on operating lease equipment 88 87 89 81 — 345 — Maintenance and other operating lease expenses 47 52 47 43 — 189 — Adjusted rental income on operating lease equipment 89 80 77 84 — 330 — Rental income on operating lease equipment: Rail segment Rental income on operating lease equipment $ 168 165 160 159 — 652 — Less: Depreciation on operating lease equipment 45 44 47 41 — 176 — Maintenance and other operating lease expenses 47 52 47 43 — 189 — Adjusted rental income on operating lease equipment 76 69 66 75 — 287 —
53 Non-GAAP Reconciliations (Combined Metrics) ($ in millions) Combined Combined QTD YTD Non-GAAP Reconciliations 12/31/2021 12/31/2021 Net income Net income (GAAP) a $ 339 1,470 Preferred stock dividends 16 48 Net income available to common stockholders (GAAP) b 323 1,422 Total notable items, after income tax c (32) (254) Adjusted net income (non-GAAP) d = (a+c) 307 1,216 Adjusted net income available to common stockholders (non-GAAP) e = (b+c) $ 291 1,168 Noninterest income and expense Noninterest income h 464 1,940 Impact of notable items, before income tax (200) (944) Adjusted noninterest income i 264 996 Noninterest expense j 709 2,823 Impact of notable items, before income tax (157) (611) Adjusted noninterest expense k 552 2,212 Provision (benefit) for credit losses Provision (benefit) for credit losses (78) (373) Plus: Day 2 provision for credit losses — — Adjusted provision (benefit) for credit losses (78) (373)
54 Non-GAAP Reconciliations (Combined Metrics) ($ in millions, except share and per share data) Combined Combined QTD YTD Non-GAAP Reconciliations 12/31/2021 12/31/2021 PPNR Net income (GAAP) a $ 339 1,470 Plus: Provision (benefit) for credit losses (78) (373) Income tax expense (benefit) 113 461 PPNR (non-GAAP) l $ 374 1,558 Plus: total notable items, before income tax (43) (333) Adjusted PPNR (non-GAAP) m $ 331 1,225 ROA Net income (GAAP) a $ 339 1,470 Annualized net income n = a annualized 1,345 1,470 Adjusted net income (non-GAAP) d 307 1,216 Annualized adjusted net income p = d annualized 1,218 1,216 Average assets o 112,076 110,437 ROA n/o 1.20 % 1.33 % Adjusted ROA p/o 1.09 % 1.10 % PPNR ROA PPNR (non-GAAP) l $ 374 1,558 Annualized PPNR q = l annualized 1,484 1,558 Adjusted PPNR (non-GAAP) m 331 1,225 Annualized PPNR r = m annualized 1,315 1,225 PPNR ROA q/o 1.33 % 1.41 % Adjusted PPNR ROA r/o 1.17 % 1.11 %
55 Non-GAAP Reconciliations (Combined Metrics) ($ in millions, except share and per share data) Combined Combined QTD YTD Non-GAAP Reconciliations 12/31/2021 12/31/2021 Efficiency ratio Net interest income cc $ 619 2,441 Efficiency ratio (GAAP) j / (h + cc) 65.40 % 64.43 % Adjusted efficiency ratio (non-GAAP) k / (i + cc) 62.51 % 64.34 % Rental income on operating lease equipment Rental income on operating lease equipment $ 204 773 Less: Depreciation on operating lease equipment 88 341 Maintenance and other operating lease expenses 52 209 Adjusted rental income on operating lease equipment 64 223