UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2024
	or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-16715

First Citizens BancShares, Inc.

(Exact name of Registrant as specified in its charter)

Delaware			56-1528994
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
4300 Six Forks Road	Raleigh	North Carolina	27609
(Address of principle executive offices)			(Zip code)
		(919)	716-7000
(Registrant’s telephone number, including area code)

____________________________________________________

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, Par Value $1	FCNCA	Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A	FCNCP	Nasdaq Global Select Market
5.625% Non-Cumulative Perpetual Preferred Stock, Series C	FCNCO	Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Class B Common Stock, Par Value $1

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

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

Class A Common Stock—13,524,550 shares

Class B Common Stock—1,005,185 shares

(Number of shares outstanding, by class, as of April 30, 2024)

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Income (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	7
	Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	103
Item 4.	Controls and Procedures	103
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	104
Item 1A.	Risk Factors	104
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	104
Item 5.	Other Information	104
Item 6.	Exhibits	104
Signatures		105

2

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

The following is a list of select abbreviations and acronyms used throughout this document. You may find it helpful to refer back to this table.

Acronym	Definition	Acronym	Definition
ALLL	Allowance for Loan and Lease Losses	ISDA	International Swaps and Derivatives Association
AOCI	Accumulated Other Comprehensive Income	LGD	Loss Given Default
ASC	Accounting Standards Codification	LOCOM	Lower of the Cost or Market Value
ASU	Accounting Standards Update	MD&A	Management’s Discussion and Analysis
BHC	Bank Holding Company	MSRs	Mortgage Servicing Rights
BOLI	Bank Owned Life Insurance	NII	Net Interest Income
bps	Basis point(s); 1 bp = 0.01%	NII Sensitivity	Net Interest Income Sensitivity
C&I	Commercial and Industrial	NIM	Net Interest Margin
CRA	Community Reinvestment Act of 1977	NPR	Notice of Proposed Rulemaking
CRE	Commercial Real Estate	OREO	Other Real Estate Owned
DPA	Deferred Purchase Agreement	PAM	Proportional Amortization Method
DTAs	Deferred Tax Assets	PCD	Purchased Credit Deteriorated
ETR	Effective Tax Rate	PD	Probability of Obligor Default
EVE Sensitivity	Economic Value of Equity Sensitivity	ROU	Right of Use
FASB	Financial Accounting Standards Board	SBA	Small Business Administration
FCB	First-Citizens Bank & Trust Company	SEC	Securities and Exchange Commission
FDIC	Federal Deposit Insurance Corporation	SOFR	Secured Overnight Financing Rate
FHLB	Federal Home Loan Bank	SVB	Silicon Valley Bank
FOMC	Federal Open Market Committee	SVBB	Silicon Valley Bridge Bank, N.A.
FRB	Board of Governors of the Federal Reserve System or Federal Reserve Bank	UPB	Unpaid Principal Balance
GAAP	United States Generally Accepted Accounting Principles	VIE	Variable Interest Entity
HQLS	High Quality Liquid Securities

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)

dollars in millions, except share data	March 31, 2024		December 31, 2023
Assets
Cash and due from banks	$	698	$	908
Interest-earning deposits at banks	30,792		33,609
Securities purchased under agreements to resell	394		473
Investment in marketable equity securities (cost of $75 at March 31, 2024 and December 31, 2023)	79		84
Investment securities available for sale (cost of $25,791 at March 31, 2024 and $20,688 at December 31, 2023), net of allowance for credit losses	24,915		19,936
Investment securities held to maturity (fair value of $8,479 at March 31, 2024 and $8,503 at December 31, 2023)	10,050		9,979
Assets held for sale	86		76
Loans and leases	135,370		133,302
Allowance for loan and lease losses	(1,737)		(1,747)
Loans and leases, net of allowance for loan and lease losses	133,633		131,555
Operating lease equipment, net	8,811		8,746
Premises and equipment, net	1,906		1,877
Goodwill	346		346
Other intangible assets, net	295		312
Other assets	5,831		5,857
Total assets	$	217,836	$	213,758
Liabilities
Deposits:
Noninterest-bearing	$	39,276	$	39,799
Interest-bearing	110,333		106,055
Total deposits	149,609		145,854
Credit balances of factoring clients	1,152		1,089
Borrowings:
Short-term borrowings	395		485
Long-term borrowings	37,145		37,169
Total borrowings	37,540		37,654
Other liabilities	7,687		7,906
Total liabilities	195,988		192,503
Stockholders’ equity
Preferred stock - $0.01 par value (20,000,000 shares authorized at March 31, 2024 and December 31, 2023)	881		881
Common stock:
Class A - $1 par value (32,000,000 shares authorized at March 31, 2024 and December 31, 2023; 13,524,550 and 13,514,933 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively)	14		14
Class B - $1 par value (2,000,000 shares authorized; 1,005,185 shares issued and outstanding at March 31, 2024 and December 31, 2023)	1		1
Additional paid in capital	4,099		4,108
Retained earnings	17,435		16,742
Accumulated other comprehensive loss	(582)		(491)
Total stockholders’ equity	21,848		21,255
Total liabilities and stockholders’ equity	$	217,836	$	213,758

See accompanying Notes to the Unaudited Consolidated Financial Statements.

4

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Income (Unaudited)

	Three Months Ended March 31,
dollars in millions, except share and per share data	2024		2023
Interest income
Interest and fees on loans	$	2,354	$	1,017
Interest on investment securities	282		107
Interest on deposits at banks	448		87
Total interest income	3,084		1,211
Interest expense
Deposits	928		288
Borrowings	339		73
Total interest expense	1,267		361
Net interest income	1,817		850
Provision for credit losses	64		783
Net interest income after provision for credit losses	1,753		67
Noninterest income
Rental income on operating lease equipment	255		233
Fee income and other service charges	75		47
Client investment fees	50		2
Wealth management services	51		40
International fees	28		4
Service charges on deposit accounts	44		24
Factoring commissions	17		19
Cardholder services, net	40		21
Merchant services, net	12		10
Insurance commissions	15		13
Realized loss on sale of investment securities available for sale, net	—		(14)
Fair value adjustment on marketable equity securities, net	(4)		(9)
Gain on sale of leasing equipment, net	10		4
Gain on acquisition	—		9,824
Loss on extinguishment of debt	(2)		—
Other noninterest income	36		41
Total noninterest income	627		10,259
Noninterest expense
Depreciation on operating lease equipment	96		89
Maintenance and other operating lease expenses	45		56
Salaries and benefits	744		420
Net occupancy expense	62		50
Equipment expense	114		58
Professional fees	25		11
Third-party processing fees	60		30
FDIC insurance expense	41		18
Marketing expense	14		15
Acquisition-related expenses	58		28
Intangible asset amortization	17		5
Other noninterest expense	100		75
Total noninterest expense	1,376		855
Income before income taxes	1,004		9,471
Income tax expense (benefit)	273		(47)
Net income	$	731	$	9,518
Preferred stock dividends	15		14
Net income available to common stockholders	$	716	$	9,504
Earnings per common share
Basic	$	49.27	$	654.22
Diluted	$	49.26	$	653.64
Weighted average common shares outstanding
Basic	14,533,302		14,526,693
Diluted	14,536,442		14,539,709

See accompanying Notes to the Unaudited Consolidated Financial Statements.

5

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months Ended March 31,
dollars in millions	2024		2023
Net income	$	731	$	9,518
Other comprehensive (loss) income, net of tax
Net unrealized (loss) gain on securities available for sale	(91)		58
Net change in defined benefit pension items	—		8
Other comprehensive (loss) income, net of tax	$	(91)	$	66
Total comprehensive income	$	640	$	9,584

See accompanying Notes to the Unaudited Consolidated Financial Statements.

6

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

dollars in millions, except share data	Preferred Stock		Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
Balance at December 31, 2023	$	881	$	14	$	1	$	4,108	$	16,742	$	(491)	$	21,255
Net income	—		—		—		—		731		—		731
Other comprehensive loss, net of tax	—		—		—		—		—		(91)		(91)
Stock based compensation	—		—		—		(9)		—		—		(9)
Cash dividends declared ($1.64 per common share):
Class A common stock	—		—		—		—		(22)		—		(22)
Class B common stock	—		—		—		—		(1)		—		(1)
Preferred stock dividends declared:
Series A	—		—		—		—		(4)		—		(4)
Series B	—		—		—		—		(8)		—		(8)
Series C	—		—		—		—		(3)		—		(3)
Balance at March 31, 2024	$	881	$	14	$	1	$	4,099	$	17,435	$	(582)	$	21,848
Balance at December 31, 2022	$	881	$	14	$	1	$	4,109	$	5,392	$	(735)	$	9,662
Net income	—		—		—		—		9,518		—		9,518
Other comprehensive income, net of tax	—		—		—		—		—		66		66
Stock based compensation	—		—		—		(5)		—		—		(5)
Cash dividends declared ($0.75 per common share):
Class A common stock	—		—		—		—		(10)		—		(10)
Class B common stock	—		—		—		—		(1)		—		(1)
Preferred stock dividends declared
Series A	—		—		—		—		(4)		—		(4)
Series B	—		—		—		—		(7)		—		(7)
Series C	—		—		—		—		(3)		—		(3)
Balance at March 31, 2023	$	881	$	14	$	1	$	4,104	$	14,885	$	(669)	$	19,216

See accompanying Notes to the Unaudited Consolidated Financial Statements.

7

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
dollars in millions	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	731	$	9,518
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Provision for credit losses	64		783
Deferred tax expense (benefit)	1		(69)
Depreciation, amortization, and accretion, net	(12)		124
Stock based compensation expense	—		1
Realized loss on sale of investment securities available for sale, net	—		14
Fair value adjustment on marketable equity securities, net	4		9
Gain on sale of loans, net	(3)		(1)
Gain on sale of operating lease equipment, net	(10)		(4)
Gain on other real estate owned, net	(3)		—
Gain on acquisition	—		(9,824)
Loss on extinguishment of debt	2		—
Origination of loans held for sale	(209)		(82)
Proceeds from sale of loans held for sale	244		67
Net change in other assets	57		(486)
Net change in other liabilities	(409)		(347)
Other operating activities	4		(65)
Net cash provided by (used in) operating activities	461		(362)
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease (increase) in interest-earning deposits at banks	2,817		(88)
Purchases of investment securities available for sale	(6,296)		(125)
Proceeds from maturities of investment securities available for sale	1,221		227
Proceeds from sales of investment securities available for sale	250		1
Purchases of investment securities held to maturity	(174)		(212)
Proceeds from maturities of investment securities held to maturity	109		117
Net decrease in securities purchased under agreements to resell	79		—
Net (increase) decrease in loans	(2,146)		1,060
Proceeds from sales of loans	74		113
Net increase in credit balances of factoring clients	63		131
Purchases of operating lease equipment	(191)		(288)
Proceeds from sales of operating lease equipment	66		33
Purchases of premises and equipment	(94)		(44)
Proceeds from sales of other real estate owned	7		3
Cash acquired, net of cash paid as consideration for acquisition	—		1,347
Proceeds from surrender of bank-owned life insurance policies	—		238
Other investing activities	(76)		115
Net cash (used in) provided by investing activities	(4,291)		2,628