SOUTH STATE Corp (Form: 10-Q, Received: 05/07/2021 12:11:32)

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-12669

SOUTH STATE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina		57-0799315
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)


1101 First Street South, Suite 202
Winter Haven, Florida		33880
(Address of principal executive offices)		(Zip Code)

(863) 293-4710

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $2.50 par value	SSB	The Nasdaq Global Select Market

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 (Section 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 ☒

Indicate the number of shares outstanding of each of issuer’s classes of common stock, as of the latest practicable date:



Class		Outstanding as of May 5, 2021
Common Stock, $2.50 par value		71,074,747

Table of Contents

South State Corporation and Subsidiaries

March 31, 2021 Form 10-Q

INDEX

		Page

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets at March 31, 2021 and December 31, 2020	3

	Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020	4

	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020	5

	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021 and 2020	6

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75

Item 4.	Controls and Procedures	75

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	75

Item 1A.	Risk Factors	75

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76

Item 3.	Defaults Upon Senior Securities	76

Item 4.	Mine Safety Disclosures	76

Item 5.	Other Information	76

Item 6.	Exhibits	77

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

South State Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value)


	March 31,		December 31,
	2021		2020
		(Unaudited)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	392,556	$	363,306
Federal funds sold and interest-earning deposits with banks		5,214,760		3,582,410
Deposits in other financial institutions (restricted cash)		366,821		663,539
Total cash and cash equivalents		5,974,137		4,609,255
Trading securities, at fair value		83,947		10,674
Investment securities:
Securities held to maturity (fair value of $1,180,762 and $957,183)		1,214,313		955,542
Securities available for sale, at fair value		3,891,490		3,330,672
Other investments		161,468		160,443
Total investment securities		5,267,271		4,446,657
Loans held for sale		352,997		290,467
Loans:
Acquired - non-purchased credit deteriorated loans		8,433,913		9,458,869
Acquired - purchased credit deteriorated loans (formerly acquired credit-impaired loans)		2,680,466		2,915,809
Non-acquired		13,377,086		12,289,456
Less allowance for credit losses		(406,460)		(457,309)
Loans, net		24,085,005		24,206,825
Other real estate owned		11,471		11,914
Bank property held for sale		31,193		36,006
Premises and equipment, net		569,171		579,239
Bank owned life insurance		562,624		559,368
Deferred tax assets		105,087		110,946
Derivatives assets		416,329		813,899
Mortgage servicing rights		54,285		43,820
Core deposit and other intangibles		153,861		162,592
Goodwill		1,579,758		1,563,942
Other assets		483,196		344,269
Total assets	$	39,730,332	$	37,789,873
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	10,801,812	$	9,711,338
Interest-bearing		21,639,598		20,982,544
Total deposits		32,441,410		30,693,882
Federal funds purchased		479,305		384,735
Securities sold under agreements to repurchase		399,276		394,931
Corporate and subordinated debentures		390,323		390,179
Reserve for unfunded commitments		35,829		43,380
Derivative liabilities		402,256		804,832
Other liabilities		862,113		430,054
Total liabilities		35,010,512		33,141,993
Shareholders’ equity:
Common stock - $2.50 par value; authorized 160,000,000 shares; 71,060,446 and 70,973,477 shares issued and outstanding, respectively		177,651		177,434
Surplus		3,772,248		3,765,406
Retained earnings		770,952		657,451
Accumulated other comprehensive (loss) income		(1,031)		47,589
Total shareholders’ equity		4,719,820		4,647,880
Total liabilities and shareholders’ equity	$	39,730,332	$	37,789,873

The Accompanying Notes are an Integral Part of the Financial Statements.

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South State Corporation and Subsidiaries

Condensed Consolidated Statements of Net Income (unaudited)

(In thousands, except per share data)


	Three Months Ended
	March 31,
	2021		2020
Interest income:
Loans, including fees	$	259,967	$	133,034
Investment securities:
Taxable		15,425		11,915
Tax-exempt		2,095		1,399
Federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with banks		989		1,452
Total interest income		278,476		147,800
Interest expense:
Deposits		11,257		14,437
Federal funds purchased and securities sold under agreements to repurchase		351		615
Corporate and subordinated debentures		4,870		1,192
Other borrowings		—		3,543
Total interest expense		16,478		19,787
Net interest income		261,998		128,013
(Recovery) provision for credit losses		(58,420)		36,533
Net interest income after (recovery) provision for credit losses		320,418		91,480
Noninterest income:
Fees on deposit accounts		25,282		18,141
Mortgage banking income		26,880		14,647
Trust and investment services income		8,578		7,389
Correspondent banking and capital market income		28,748		494
Other		6,797		3,461
Total noninterest income		96,285		44,132
Noninterest expense:
Salaries and employee benefits		140,361		60,978
Occupancy expense		23,331		12,287
Information services expense		18,789		9,306
OREO expense and loan related		1,002		587
Amortization of intangibles		9,164		3,007
Supplies, printing and postage expense		2,670		1,505
Professional fees		3,274		2,494
FDIC assessment and other regulatory charges		3,771		2,058
Advertising and marketing		1,740		814
Merger and branch consolidation related expense		10,009		4,129
Other		14,600		10,082
Total noninterest expense		228,711		107,247
Earnings:
Income before provision for income taxes		187,992		28,365
Provision for income taxes		41,043		4,255
Net income	$	146,949	$	24,110
Earnings per common share:
Basic	$	2.07	$	0.72
Diluted	$	2.06	$	0.71
Weighted average common shares outstanding:
Basic		71,009		33,566
Diluted		71,484		33,805

The Accompanying Notes are an Integral Part of the Financial Statements.

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South State Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(Dollars in thousands)


	Three Months Ended
	March 31,
	2021		2020
Net income	$	146,949	$	24,110
Other comprehensive income:
Unrealized (losses) gains on available for sale securities:
Unrealized holding (losses) gains arising during period		(63,790)		40,450
Tax effect		15,170		(8,899)
Net of tax amount		(48,620)		31,551
Unrealized losses on derivative financial instruments qualifying as cash flow hedges:
Unrealized holding losses arising during period		—		(28,512)
Tax effect		—		6,272
Reclassification adjustment for gains included in interest expense		—		(722)
Tax effect		—		159
Net of tax amount		—		(22,803)
Other comprehensive (loss) income, net of tax		(48,620)		8,748
Comprehensive income	$	98,329	$	32,858

The Accompanying Notes are an Integral Part of the Financial Statements.

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South State Corporation and Subsidiaries

Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Three months ended March 31, 2021 and 2020

(Dollars in thousands, except for share data)



								Accumulated Other
	Common Stock					Retained		Comprehensive
	Shares	Amount		Surplus		Earnings		Income (Loss)		Total
Balance, December 31, 2019	33,744,385	$	84,361	$	1,607,740	$	679,895	$	1,017	$	2,373,013
Comprehensive income:
Net income	—		—		—		24,110		—		24,110
Other comprehensive income, net of tax effects	—		—		—		—		8,748		8,748
Total comprehensive income											32,858
Cash dividends declared on common stock at $0.47 per share	—		—		—		(15,840)		—		(15,840)
Stock options exercised	12,485		31		372		—		—		403
Restricted stock awards (forfeitures)	498		1		(1)		—		—		—
Stock issued pursuant to restricted stock units	31,435		79		(79)		—		—		—
Common stock repurchased - buyback plan	(320,000)		(800)		(23,914)		—		—		(24,714)
Common stock repurchased	(24,567)		(61)		(1,803)		—		—		(1,864)
Share-based compensation expense	—		—		2,007		—		—		2,007
Cumulative change in accounting principle due to the adoption of ASU 2016-13	—		—		—		(44,820)		—		(44,820)
Balance, March 31, 2020	33,444,236	$	83,611	$	1,584,322	$	643,345	$	9,765	$	2,321,043
Balance, December 31, 2020	70,973,477	$	177,434	$	3,765,406	$	657,451	$	47,589	$	4,647,880
Comprehensive loss:
Net income	—		—		—		146,949		—		146,949
Other comprehensive loss, net of tax effects	—		—		—		—		(48,620)		(48,620)
Total comprehensive income											98,329
Cash dividends declared on common stock at $0.47 per share	—		—		—		(33,380)		—		(33,380)
Cash dividend equivalents paid on restricted stock units	—		—		—		(68)		—		(68)
Stock options exercised	37,854		94		1,677		—		—		1,771
Stock issued pursuant to restricted stock units	59,462		149		(149)		—		—		—
Common stock repurchased	(10,347)		(26)		(778)		—		—		(804)
Share-based compensation expense	—		—		6,092		—		—		6,092
Balance, March 31, 2021	71,060,446	$	177,651	$	3,772,248	$	770,952	$	(1,031)	$	4,719,820

The Accompanying Notes are an Integral Part of the Financial Statements.

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South State Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)


	Three Months Ended
	March 31,
	2021		2020
Cash flows from operating activities:
Net income	$	146,949	$	24,110
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		15,475		7,853
(Recovery) provision for credit losses		(58,420)		36,533
Deferred income taxes		21,037		(4,878)
Share-based compensation expense		6,092		2,007
Accretion of discount related to acquired loans		(10,416)		(10,931)
Losses (gains) on disposal of premises and equipment		753		(263)
Losses on sale of bank premises and other repossessed real estate		2,349		69
Net amortization of premiums on investment securities		9,481		2,055
Bank premises and other repossessed real estate write downs		469		111
Fair value adjustment for loans held for sale		5,852		(926)
Originations and purchases of loans held for sale		(842,796)		(239,736)
Proceeds from sales of loans held for sale		795,124		232,520
Gains on sales of loans held for sale		(20,709)		(4,214)
Bank owned life insurance income		(3,280)		(1,373)
Net change in:
Accrued interest receivable		4,169		(923)
Prepaid assets		1,685		651
Operating leases		1,638		268
Bank owned life insurance		24		2,090
Trading securities		(41,412)		—
Derivative assets		397,570		(45,690)
Miscellaneous other assets		(172,197)		(9,803)
Accrued interest payable		1,394		(853)
Accrued income taxes		19,436		9,131
Derivative liabilities		(402,575)		38,143
Miscellaneous other liabilities		421,343		5,132
Net cash provided by operating activities		299,035		41,083
Cash flows from investing activities:
Proceeds from maturities and calls of investment securities held to maturity		16,746		—
Proceeds from maturities and calls of investment securities available for sale		217,712		113,381
Proceeds from sales of other investment securities		155		—
Purchases of investment securities available for sale		(850,593)		(90,134)
Purchases of investment securities held to maturity		(276,725)		—
Purchases of other investment securities		(1,181)		(13,869)
Net decrease (increase) in loans		178,078		(129,458)
Net cash paid in acquisitions		(39,929)		—
Recoveries of loans previously charged off		3,396		1,909
Purchases of premises and equipment		(5,580)		(2,193)
Proceeds from sale of bank premises and other repossessed real estate		6,599		988
Proceeds from sale of premises and equipment		952		9
Net cash used in investing activities		(750,370)		(119,367)
Cash flows from financing activities:
Net increase in deposits		1,749,783		167,451
Net increase in federal funds purchased and securities sold under agreements to repurchase and other short-term borrowings		98,915		26,982
Proceeds from borrowings		—		500,000
Repayment of borrowings		—		(2)
Common stock repurchases		(804)		(26,578)
Dividends paid		(33,448)		(15,840)
Stock options exercised		1,771		403
Net cash provided by financing activities		1,816,217		652,416
Net increase in cash and cash equivalents		1,364,882		574,132
Cash and cash equivalents at beginning of period		4,609,255		688,704
Cash and cash equivalents at end of period	$	5,974,137	$	1,262,836
Supplemental Disclosures:
Cash Flow Information:
Cash paid for:
Interest	$	15,083	$	20,640
Income taxes	$	2,072	$	845
Recognition of operating lease assets in exchange for lease liabilities	$	1,298	$	458
Schedule of Noncash Investing Transactions:
Acquisitions:
Fair value of tangible assets acquired	$	34,838	$	—
Liabilities assumed		2,343		—
Net identifiable assets acquired over liabilities assumed		15,816		—
Real estate acquired in full or in partial settlement of loans	$	1,631	$	2,048

The Accompanying Notes are an Integral Part of the Financial Statements.

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South State Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, otherwise referred to as GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior period information has been reclassified to conform to the current period presentation, and these reclassifications had no impact on net income or equity as previously reported. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The condensed consolidated balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by GAAP for complete financial statements.

Note 2 — Summary of Significant Accounting Policies

The information contained in the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021, should be referenced when reading these unaudited condensed consolidated financial statements. Unless otherwise mentioned or unless the context requires otherwise, references herein to “South State,” the “Company” “we,” “us,” “our” or similar references mean South State Corporation and its consolidated subsidiaries. References to the “Bank” means South State Corporation’s wholly owned subsidiary, South State Bank, National Association, a national banking association.

Allowance for Credit Losses (“ACL”)

On January 1, 2020, we adopted the requirements of Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, sometimes referred to herein as ASU 2016-13. Topic 326 was subsequently amended by ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses; ASU No. 2019-05, Codification Improvements to Topic 326, Financial Instruments-Credit Losses; and ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This standard applies to all financial assets measured at amortized cost and off balance sheet credit exposures, including loans, investment securities and unfunded commitments. We applied the standard’s provisions using the modified retrospective method as a cumulative-effect adjustment to retained earnings as of January 1, 2020.

ACL – Investment Securities

Management uses a systematic methodology to determine its ACL for investment securities held to maturity. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the held-to-maturity portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, Management’s process for determining expected credit losses may result in a range of expected credit losses. Management monitors the held-to-maturity portfolio to determine whether a valuation account would need to be recorded. As of March 31, 2021, the Company had $1.2 billion of held-to-maturity securities and no related valuation account.

Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the investment securities and does not record an allowance for credit losses on accrued interest receivable. As of March 31, 2021, the accrued interest receivable for all investment securities recorded in Other Assets was $13.6 million.

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Management no longer evaluates securities for other-than-temporary impairment, otherwise referred to herein as OTTI, as ASC Subtopic 326-30, Financial Instruments—Credit Losses—Available-for-Sale Debt Securities, changes the accounting for recognizing impairment on available-for-sale debt securities. Each quarter Management evaluates impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value. Management considers the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, interest rate changes since purchase, volatility of the security’s fair value and historical loss information for financial assets secured with similar collateral among other factors. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses in the Statements of Income.

ACL - Loans

The ACL reflects Management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. The Company established the incremental increase in the ACL at adoption through equity and subsequent adjustments through a provision for credit losses charged to earnings. The Company records loans charged off against the ACL and subsequent recoveries, if any, increase the ACL when they are recognized.

Management uses systematic methodologies to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, Management’s process for determining expected credit losses may result in a range of expected credit losses. The Company’s ACL recorded in the balance sheet reflects Management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for Management’s current estimate of expected credit losses. The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.

The allowance for credit losses is measured on a collective pool basis when similar risk characteristics exist. Loans with similar risk characteristics are grouped into homogenous segments, or pools, for analysis. The Discounted Cash Flow (“DCF”) method is utilized for each loan in a pool, and the results are aggregated at the pool level. A periodic tendency to default and absolute loss given default are applied to a projective model of the loan’s cash flow while considering prepayment and principal curtailment effects. The analysis produces expected cash flows for each instrument in the pool by pairing loan-level term information (e.g., maturity date, payment amount, interest rate, etc.) with top-down pool assumptions (e.g., default rates and prepayment speeds). The Company has identified the following portfolio segments: Owner-Occupied Commercial Real Estate, Non Owner-Occupied Commercial Real Estate, Multifamily, Municipal, Commercial and Industrial, Commercial Construction and Land Development, Residential Construction, Residential Senior Mortgage, Residential Junior Mortgage, Revolving Mortgage, and Consumer and Other.

In determining the proper level of the ACL, Management has determined that the loss experience of the Bank provides the best basis for its assessment of expected credit losses. It therefore utilized its own historical credit loss experience by each loan segment over an economic cycle, while excluding loss experience from certain acquired institutions (i.e., failed banks). For most of the segment models for collectively evaluated loans, the Company incorporated two or more macroeconomic drivers using a statistical regression modeling methodology.

Management considers forward-looking information in estimating expected credit losses. The Company subscribes to a third-party service which provides a quarterly macroeconomic baseline outlook and alternative scenarios for the United States economy. The baseline, along with the evaluation of alternative scenarios, is used by Management to determine the best estimate within the range of expected credit losses. Management has evaluated the appropriateness of the reasonable and supportable forecast scenarios and has made adjustments as needed. For the contractual term that extends beyond the reasonable and supportable forecast period, the Company reverts to the long term mean of historical factors within four quarters using a straight-line approach. The Company generally utilizes a four-quarter forecast and a four-quarter reversion period.

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Included in its systematic methodology to determine its ACL, Management considers the need to qualitatively adjust expected credit losses for information not already captured in the loss estimation process. These qualitative adjustments either increase or decrease the quantitative model estimation (i.e., formulaic model results). Each period the Company considers qualitative factors that are relevant within the qualitative framework that includes the following: 1) Lending Policy; 2) Economic conditions not captured in models; 3) Volume and Mix of Loan Portfolio; 4) Past Due Trends; 5) Concentration Risk; 6) External Factors; and 7) Model Limitations.

When a loan no longer shares similar risk characteristics with its segment, the asset is assessed to determine whether it should be included in another pool or should be individually evaluated. During the third quarter of 2020, we consolidated the ACL models and due to the size of the combined company elected to increase the threshold for individually-evaluated loans to all non-accrual loans with a net book balance in excess of $1.0 million. We will monitor the credit environment and make adjustments to this threshold in the future if warranted. Based on the threshold above, consumer financial assets will generally remain in pools unless they meet the dollar threshold. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

Management measures expected credit losses over the contractual term of a loan. When determining the contractual term, the Company considers expected prepayments but is precluded from considering expected extensions, renewals, or modifications, unless the Company reasonably expects it will execute a troubled debt restructuring (“TDR”) with a borrower. In the event of a reasonably-expected TDR, the Company factors the reasonably-expected TDR into the current expected credit losses estimate. For consumer loans, the point at which a TDR is reasonably expected is when the Company approves the borrower’s application for a modification (i.e., the borrower qualifies for the TDR) or when the Credit Administration department approves loan concessions on substandard loans. For commercial loans, the point at which a TDR is reasonably expected is when the Company approves the loan for modification or when the Credit Administration department approves loan concessions on substandard loans. The Company uses a discounted cash flow methodology for a TDR to calculate the effect of the concession provided to the borrower within the ACL.

A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession meets the criteria as defined under the CARES Act.

For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records acquired PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s acquired credit-impaired loans (i.e., ACI or Purchased Credit Impaired) were treated as PCD loans.

The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Therefore, Management excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on the portfolio and does not record an allowance for credit losses on accrued interest receivable. As of March 31, 2021, the accrued interest receivable for loans recorded in Other Assets was $89.5 million.

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The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the expected credit loss will be recorded as a liability on the balance sheet with an offsetting income statement expense. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As part of the new combined ACL methodology implemented during the third quarter 2020, Management completed a funding study based on historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. Management applied this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. Prior to the implementation of the new combined ACL methodology, the Company applied a utilization rate instead of a funding rate to the South State legacy portfolio to determine the reserve for unfunded commitments. As of March 31, 2021, the liability recorded for expected credit losses on unfunded commitments was $35.8 million. The current adjustment to the ACL for unfunded commitments is recognized through the provision for credit losses in the Statements of Income.

Note 3 — Recent Accounting and Regulatory Pronouncements

Accounting Standards Adopted in 2020

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard was subsequently updated with ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, ASU No. 2019-05, Targeted Transition Relief (Topic 326 – Financial Instruments-Credit Losses), and ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an ACL that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in earlier recognition of credit losses for loans, investment securities portfolio, and purchased financial assets with credit deterioration. See Note 2 – Summary of Significant Account Policies – Allowance for Credit Losses for further discussion. We adopted the new standard as of January 1, 2020. This standard did not have a material impact on our investment securities portfolio at implementation. Related to the implementation of ASU 2016-13, we recorded additional ACL for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. See table the below for impact of ASU 2016-13 on the Company’s consolidated balance sheet. See Note 2 - Summary of Significant Accounting Policies for further discussion.


				January 1, 2020
		As Reported Under		Pre-ASC 326		Impact of ASC 326
Dollars in thousands		ASC 326		Adoption		Adoption

Assets:
Allowance for Credit Losses on Debt Securities
Investment Securities - Available for Sale	$	1,956,047	$	1,956,047	$	—	A
Investment Securities - Held to Maturity		—		—		—	A
Loans
Non - Acquired Loans		9,252,831		9,252,831		—
Acquired Loans		2,118,940		2,117,209		1,723	B
Allowance for Credit Losses on Loans		(111,365)		(56,927)		(54,438)	C
Deferred Tax Asset		43,955		31,316		12,639	D
Accrued Interest Receivable - Loans		30,009		28,332		1,677	B

Liabilities:
Reserve for Loan Losses - Unfunded Commitments		6,756		335		6,421	E

Equity:
Retained Earnings		635,075		679,895		(44,820)	F

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A – The Company did not have any held-to maturity securities as of January 1, 2020. Per our analysis we determined that no ACL was necessary for investment securities – available for sale.

B – Accrued interest receivable from acquired credit impaired loans of $1,677 was reclassified to other assets and was offset by the reclassification of the grossed up credit discount on acquired credit impaired loans of $3,408 that was moved to the ACL for the purchased credit deteriorated loans.

C – This is the calculated adjustment to the ACL related to the adoption of ASC 326. Additional reserve related to non-acquired loans was $34,049, to acquired loans was $16,981 and to purchased credit deteriorated loans was $3,408.

D – This is the effect of deferred tax assets related to the adjustment to the ACL from the adoption of ASC 326 using a 22% tax rate.

E – This is the adjustment to the reserve for unfunded commitments related to the adoption of ASC 326.

F – This is the net adjustment to retained earnings related to the adoption of ASC 326.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying the amending existing guidance. Some of the simplification items included are 1) simplification for intraperiod tax allocations where entities will determine the tax effect of pre-tax income or loss from continuing operations without consideration of the tax effect of other items that are not included in continuing operations, 2) simplification for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year allowing an entity to record a benefit for year-to-date loss in excess of its forecasted loss, and 3) simplify the accounting for income taxes by requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax. This guidance is effective for interim and annual reporting periods beginning after December 15, 2020. Early adoption is permitted. The amendments related to franchise taxes that are partially based on income should be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other amendments should be applied on a prospective basis. This update did not have a material impact on our consolidated financial statements.

Issued But Not Yet Adopted Accounting Standards

In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848 – Facilitation of the Effects of Reference Rate Reform on Financial Reporting and subsequently expanded the scope of ASU No. 2020-04 with the issuance of ASU No. 2021-01. This update provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in this update were effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments in this update to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected, the amendments in this update must be applied prospectively for all eligible contract modifications and hedging relationships. The Company has established a LIBOR Committee and various subcommittees which are continuing to evaluate the impact of adopting ASU 2020-04 on the consolidated financial statements including evaluating all of its contracts, hedging relationships and other transactions that will be effected by reference rates that are being discontinued.

In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans (Subtopic 715-20. ASU 2018-14 amends ASC 715-20 to add, remove, and clarify disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. For public business entities, ASU 2018-14 is effective for fiscal years ending after December 15, 2020 and requires entities to apply the amendment on a retrospective basis. Early adoption is permitted. This update will not have a material impact on our consolidated financial statements.

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Note 4 — Mergers and Acquisitions

CenterState Bank Corporation (“CSFL”)

On June 7, 2020, the Company acquired all of the outstanding common stock of CSFL, of Winter Haven, Florida, the bank holding company for CenterState Bank, N.A. (“CSB”), in a stock transaction. Pursuant to the Merger Agreement, (i) CSFL merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, South State Bank (“SSB”), a South Carolina banking corporation and wholly owned bank subsidiary of the Company, merged with and into CSB, a national banking association and wholly owned bank subsidiary of CSFL, with CSB continuing as the surviving bank (the “Bank Merger”). In connection with the Bank Merger, CSB changed its name to “South State Bank, National Association” (hereinafter referred to as the “Bank”). CSFL common shareholders received 0.3001 shares of the Company’s common stock in exchange for each share of CSFL stock resulting in the Company issuing 37,271,069 shares of its common stock. In total, the purchase price for CSFL was $2.26 billion including the value of the conversion of CSFL’s outstanding warrants, stock options and restricted stock units totaling $15.5 million. Subsequently, during the fourth quarter 2020, the purchase price (consideration transferred) decreased by $5.2 million due to an update to the value for stock options assumed and converted in the merger. The stock options assumed reflect their intrinsic value based upon a Black Scholes valuation.

In the acquisition, the Company acquired $13.0 billion of loans, including PPP loans, at fair value, net of $239.5 million, or 1.82%, estimated discount, including a fair value adjustment of $29.8 million recorded during the third quarter 2020, to the outstanding principal balance, representing 113.9% of the Company’s total loans at December 31, 2019. Of the total loans acquired, Management identified $3.1 billion that had more than insignificantly deteriorated since origination and were thus determined to be PCD loans.

In its assumption of the deposit liabilities, the Company believed the deposits assumed from the acquisition have an intangible value. The Company applied ASC Topic 805, which prescribes the accounting for goodwill and other intangible assets such as core deposit intangibles, in a business combination. The Company determined the estimated fair value of the core deposit intangible asset totaled $125.9 million, which will be amortized utilizing a sum-of-the-years’-digit method over an estimated economic life not to exceed ten years. In determining the valuation amount, deposits were analyzed based on factors such as type of deposit, deposit retention, interest rates and age of deposit relationships. During the third quarter 2020, the Company identified an additional intangible related to its correspondent banking business acquired in the CSFL merger of approximately $10.0 million. As a result of the various measurement period adjustments identified during 2020, goodwill was reduced by $39.4 million to $561.0 million.

During three months ended March 31, 2021 and March 31, 2020, the Company incurred approximately $10.0 million and $4.1 million, respectively, of acquisition costs related to this transaction. These acquisition costs are reported in merger and branch consolidation related expenses on the Company’s Consolidated Statements of Income.

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The CSFL transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Fair values are preliminary and subject to refinement for up to a year after the closing date of the acquisition.


			Initial			Subsequent
	As Recorded		Fair Value			Fair Value			As Recorded by
(Dollars in thousands)	by CSFL		Adjustments			Adjustments			the Company
Assets
Cash and cash equivalents	$	2,566,450	$	—		$	—		$	2,566,450
Investment securities		1,188,403		5,507	(a)		—			1,193,910
Loans held for sale		453,578		—			—			453,578
Loans, net of allowance and mark		12,969,091		(48,342)	(b)		29,834	(b)		12,950,583
Premises and equipment		308,150		2,392	(c)		2,893	(c)		313,435
Intangible assets		1,294,211		(1,163,349)	(d)		10,000	(d)		140,862
OREO and repossessed assets		10,849		(791)	(e)		(49)	(e)		10,009
Bank owned life insurance		333,053		—			—			333,053
Deferred tax asset		54,123		(8,681)	(f)		(8,203)	(f)		37,239
Other assets		967,059		(604)	(g)		642	(g)		967,097
Total assets	$	20,144,967	$	(1,213,868)		$	35,117		$	18,966,216

Liabilities
Deposits:
Noninterest-bearing	$	5,291,443	$	—		$	—		$	5,291,443
Interest-bearing		10,312,370		19,702	(h)		—			10,332,072
Total deposits		15,603,813		19,702			—			15,623,515
Federal funds purchased and securities sold under agreements to repurchase		401,546		—			—			401,546
Other borrowings		278,900		(7,401)	(i)		—			271,499
Other liabilities		977,725		(4,592)	(j)		857	(j)		973,990
Total liabilities		17,261,984		7,709			857			17,270,550
Net identifiable assets acquired over (under) liabilities assumed		2,882,983		(1,221,577)			34,260			1,695,666
Goodwill		—		600,483			(39,441)			561,042
Net assets acquired over liabilities assumed	$	2,882,983	$	(621,094)		$	(5,181)		$	2,256,708

Consideration:
South State Corporation common shares issued										37,271,069
Purchase price per share of the Company's common stock									$	60.27

Company common stock issued ($2,246,327) and cash exchanged for fractional shares ($74)									$	2,246,401
Stock option conversion										2,900
Restricted stock conversion										7,407
Fair value of total consideration transferred									$	2,256,708	(k)

Explanation of fair value adjustments

(a)— Represents the reversal of CSFL's existing fair value adjustments of $40.7 million and the adjustment to record securities at fair value (premium) totaling $46.2 million (includes reclassification of all securities held as HTM to AFS totaling $175.7 million).

(b)— Represents approximately 2.04%, or $269.1 million, total mark of the loan portfolio including a 1.97%, or $259.7 million credit mark, based on a third party valuation. Also, includes the reversal of CSFL's ending allowance for credit losses of $158.2 million and fair value adjustments of $62.6 million. Fair value was subsequently adjusted by $29.8 million due to a reduction in the loan mark (discount).

(c)— Represents the MTM adjustment of $4.0 million on leased assets partially offset by the write-off of deminimus fixed assets of $1.6 million. Subsequently, the fair value on certain bank premises was adjusted by $2.9 million based on updated appraisals received.

(d)— Represents approximately a 1.28% core deposit intangible, or $125.9 million from a third party valuation. This amount is net of $84.9 million existing core deposit intangible and $1.2 billion of existing goodwill from CSFL’s prior transactions that was reversed. Approximately $10.0 million in a customer list intangible related to the correspondent banking business was subsequently identified and recorded in the third quarter of 2020.

(e)— Represents the reversal of prior valuation reserves of $878,000 and recorded new valuation reserves of $1.7 million on both OREO and other repossessed assets. The fair value was subsequently adjusted based on gains and losses recognized from sales of OREO and other repossessed assets.

(f)— Represents deferred tax assets related to fair value adjustments measured using an estimated tax rate of 22.0%. This includes an adjustment from the CSFL tax rate to our tax rate. The difference in tax rates relates

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to state income taxes. Additional deferred tax liability related to subsequent fair value adjustments identified and an updated estimated tax rate of 23.78% was approximately $8.2 million.

(g)— Represents a valuation reserve of bank property held for sale of $3.2 million and a fair value adjustment of a lease receivable of $116,000. These amounts are offset by positive fair value adjustment for investment in low income housing of $3.3 million.

(h)— Represents estimated premium for fixed maturity time deposits of $20.2 million partially offset by the reversal of existing CSFL fair value adjustments related to time deposit marks from other merger transactions of $546,000.

(i)— Represents the recording of a discount of $12.5 million on TRUPs from a third party valuation partially offset by the reversal of the existing CSFL discount on TRUPs and other debt of $5.1 million.

(j)— Represents the reversal of an existing $7.1 million unfunded commitment reserve at purchase date partially offset by a fair value adjustment to increase lease liabilities associated with leased facilities totaling $2.5 million. The discount rate applied to the bank owned life insurance split dollar liability was subsequently adjusted resulting in an increase in the other liability of $857,000.

(k)— The purchase price, or the fair value of total consideration transferred, decreased by $5.2 million to $2.9 million for stock options assumed and converted in the merger. The stock options assumed reflect their intrinsic value based upon a Black Sholes valuation.

Comparative and Pro Forma Financial Information for the CSFL Acquisition

Pro-forma data for the three months ended March 31, 2020 listed in the table below presents pro-forma information as if the CSFL acquisition occurred at the beginning of 2020. These results combine the historical results of CSFL in the Company’s Consolidated Statement of Net Income and, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2020.

Merger-related costs of $4.1 million from the CSFL acquisition were incurred during the first quarter 2020 and were excluded from pro forma information below. No adjustments have been made to reduce the impact of any OREO write downs, investment securities sold or repayment of borrowings recognized by CSFL in 2020. The Company recorded expenses related to systems conversions and other costs of integration during the year 2020 and the first quarter of 2021 for the CSFL merger. The expenses related to systems conversions and other costs of integration are expected to continuously be recorded in 2021. The Company expects to achieve further operating cost savings and other business synergies as a result of the acquisitions which are not reflected in the pro forma amounts below. The total revenues presented below represent pro-forma net interest income plus pro-forma noninterest income:


	Pro Forma
	Three Months Ended
(Dollars in thousands)	March 31, 2020
Total revenues (net interest income plus noninterest income)	$	374,136
Net interest income	$	274,214
Net adjusted income available to the common shareholder	$	58,179
EPS - basic	$	0.82
EPS - diluted	$	0.81

The disclosures regarding the results of operations for CSFL subsequent to the acquisition date are omitted as this information is not practical to obtain. Although the Company has not converted CSFL’s core system, the majority of the fixed costs and purchase accounting entries were booked on the Company’s core system making it impractical to determine CSFL’s results of operation on a stand-alone basis.

Duncan-Williams, Inc. (“Duncan-Williams”)

On February 1, 2021, the Company completed its previously announced acquisition of Duncan-Williams, a 52-year-old family- and employee-owned registered broker-dealer, headquartered in Memphis, Tennessee, serving primarily institutional clients across the U.S. in the fixed income business. Duncan-Williams firm became an operating subsidiary of South State Bank immediately following the transaction.

In total, the purchase price for Duncan-Williams was $48.3 million, including an additional premium of $8.0 million that is payable after three years from the date of acquisition. The acquisition was accounted for under the

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acquisition method of accounting in accordance with ASC Topic 805. The Company recognized goodwill on this acquisition of $15.8 million. The goodwill is calculated based on the fair values of the assets acquired and liabilities assumed as of the acquisition date.

Note 5 — Investment Securities

The following is the amortized cost and fair value of investment securities held-to-maturity:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
March 31, 2021:
U.S. Government agencies	$	49,988	$	—	$	(1,919)	$	48,069
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		749,291		—		(19,340)		729,951
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		99,326		—		(4,627)		94,699
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		250,708		44		(5,878)		244,874
Small Business Administration loan-backed securities		65,000		—		(1,831)		63,169
	$	1,214,313	$	44	$	(33,595)	$	1,180,762
December 31, 2020:
U.S. Government agencies	$	25,000	$	1	$	—	$	25,001
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		632,269		1,827		(1,032)		633,064
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		75,767		405		—		76,172
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		174,506		300		(91)		174,715
Small Business Administration loan-backed securities		48,000		231		—		48,231
	$	955,542	$	2,764	$	(1,123)	$	957,183

The following is the amortized cost and fair value of investment securities available for sale:


			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
(Dollars in thousands)	Cost		Gains		Losses		Value
March 31, 2021:
U.S. Government agencies	$	25,000	$	—	$	(1,447)	$	23,553
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,560,744		9,607		(21,669)		1,548,682
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		682,412		14,441		(6,303)		690,550
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		581,776		7,021		(8,418)		580,379
State and municipal obligations		589,954		10,510		(4,361)		596,103
Small Business Administration loan-backed securities		439,210		2,741		(3,414)		438,537
Corporate securities		13,549		170		(33)		13,686
	$	3,892,645	$	44,490	$	(45,645)	$	3,891,490
December 31, 2020:
U.S. Government agencies	$	29,882	$	16	$	(642)	$	29,256
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,351,506		16,657		(1,031)		1,367,132
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		739,797		16,579		(825)		755,551
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		229,219		10,939		(50)		240,108
State and municipal obligations		502,575		17,491		(27)		520,039
Small Business Administration loan-backed securities		401,496		4,978		(1,590)		404,884
Corporate securities		13,562		140		—		13,702
	$	3,268,037	$	66,800	$	(4,165)	$	3,330,672

During three months ended March 31, 2021 and March 31, 2020, there were no realized gains or losses from the sale of securities.

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The following is the amortized cost and carrying value of other investment securities:



	Carrying
(Dollars in thousands)	Value
March 31, 2021:
Federal Home Loan Bank stock	$	16,283
Federal Reserve Bank stock		129,716
Investment in unconsolidated subsidiaries		4,941
Other nonmarketable investment securities		10,528
	$	161,468
December 31, 2020:
Federal Home Loan Bank stock	$	15,083
Federal Reserve Bank stock		129,871
Investment in unconsolidated subsidiaries		4,941
Other nonmarketable investment securities		10,548
	$	160,443

Our other investment securities consist of non-marketable equity securities that have no readily determinable market value. Accordingly, when evaluating these securities for impairment, Management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of March 31, 2021, we determined that there was no impairment on other investment securities.

The amortized cost and fair value of debt and equity securities at March 31, 2021, by contractual maturity are detailed below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.


	Securities				Securities
	Held to Maturity				Available for Sale
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	—	$	—	$	6,546	$	6,581
Due after one year through five years		—		—		90,961		93,481
Due after five years through ten years		103,666		99,660		556,874		561,777
Due after ten years		1,110,647		1,081,102		3,238,264		3,229,651
	$	1,214,313	$	1,180,762	$	3,892,645	$	3,891,490

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Information pertaining to our securities with gross unrealized losses at March 31, 2021 and December 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is as follows:


	Less Than				Twelve Months
	Twelve Months				or More
	Gross				Gross
	Unrealized		Fair		Unrealized		Fair
(Dollars in thousands)	Losses		Value		Losses		Value
March 31, 2021:
Securities Held to Maturity
U.S. Government agencies	$	1,919	$	48,069	$	—	$	—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		19,340		729,951		—		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		4,627		94,699		—		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		5,878		141,438		—		—
Small Business Administration loan-backed securities		1,831		63,169		—		—
	$	33,595	$	1,077,326	$	—	$	—
Securities Available for Sale
U.S. Government agencies	$	1,447	$	23,553	$	—	$	—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		21,669		987,348		—		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		6,303		140,650		—		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		8,418		271,699		—		—
State and municipal obligations		4,361		153,477		—		—
Small Business Administration loan-backed securities		2,225		136,824		1,189		123,335
Corporate securities		33		6,967		—		—
	$	44,456	$	1,720,518	$	1,189	$	123,335
December 31, 2020:
Securities Held to Maturity
agencies or sponsored enterprises	$	1,032	$	213,146	$	—	$	—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		91		27,445		—		—
	$	1,123	$	240,591	$	—	$	—
Securities Available for Sale
U.S. Government agencies	$	642	$	24,358	$	—	$	—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,031		260,411		—		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		825		140,333		—		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		46		13,594		4		871
State and municipal obligations		27		8,620		—		—
Small Business Administration loan-backed securities		573		94,981		1,017		104,254
	$	3,144	$	542,297	$	1,021	$	105,125

Management evaluates securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Credit losses are calculated individually, rather than collectively, using a discounted cash flow method, whereby Management compares the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that we will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. The Company performed an analysis

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that determined that the following securities have a zero expected credit loss: U.S. Treasury Securities, Agency-Backed Securities including securities issued by GNMA, FNMA, FHLB, FFCB and SBA. All of the U.S. Treasury and Agency-Backed Securities have the full faith and credit backing of the United States Government or one of its agencies. Municipal securities and all other securities that do not have a zero expected credit loss are evaluated quarterly to determine whether there is a credit loss associated with a decline in fair value. All debt securities in an unrealized loss position as of March 31, 2021 continue to perform as scheduled and we do not believe there is a credit loss or a provision for credit losses is necessary.

Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. We do not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that we will be required to sell the debt securities. See Note 2 – Summary of Significant Account Policies for further discussion.

Management continues to monitor all of our securities with a high degree of scrutiny. There can be no assurance we will not conclude in future periods that conditions existing at that time indicate some or all of its securities may be sold or would require a charge to earnings as a provision for credit losses in such periods.

Note 6 — Loans

The following is a summary of total loans:


	March 31,		December 31,
(Dollars in thousands)	2021		2020
Loans:
Construction and land development ⁽¹⁾	$	1,888,901	$	1,899,066
Commercial non-owner occupied		5,926,453		5,931,323
Commercial owner occupied real estate		4,826,651		4,842,092
Consumer owner occupied ⁽²⁾		4,026,509		4,108,042
Home equity loans		1,287,088		1,336,689
Commercial and industrial		5,087,416		5,047,147
Other income producing property		563,127		587,448
Consumer		880,134		894,334
Other loans		5,186		17,993
Total loans		24,491,465		24,664,134
Less allowance for credit losses		(406,460)		(457,309)
Loans, net	$	24,085,005	$	24,206,825

(1)

Construction and land development includes loans for both commercial construction and development, as well as loans for 1-4 family construction and lot loans.

(2)

Consumer owner occupied real estate includes loans on both 1-4 family owner occupied property, as well as 1-4 family investment rental property.

In accordance with the adoption of ASU 2016-13, the above table reflects the loan portfolio at the amortized cost basis for the current period March 31, 2021, to include net deferred cost of $27.7 million and unamortized discount total related to loans acquired of $87.3 million. Accrued interest receivable (AIR) of $89.5 million is accounted for separately and reported in other assets.

The Company purchased loans through its acquisition of CSFL in the second quarter of 2020, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans, at acquisition, is as follows:


(Dollars in thousands)	June 7, 2020
Book value of acquired loans at acquisition	$	3,091,264
Allowance for credit losses at acquisition		(149,404)
Non-credit discount at acquisition		(14,283)
Carrying value or book value of acquired loans at acquisition	$	2,927,577

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As part of the ongoing monitoring of the credit quality of our loan portfolio, Management tracks certain credit quality indicators, including trends related to (i) the level of classified loans, (ii) net charge-offs, (iii) non-performing loans (see details below), and (iv) the general economic conditions of the markets that we serve.

We utilize a risk grading matrix to assign a risk grade to each commercial loan. Classified loans are assessed at a minimum every six months. A description of the general characteristics of the risk grades is as follows:

●

Pass—These loans range from minimal credit risk to average, however, still acceptable credit risk.

●

Special mention—A special mention loan has potential weaknesses that deserve Management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.

●

Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

●

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

Construction and land development loans in the following table are on commercial and speculative real estate. Consumer owner occupied loans are on investment or rental 1-4 properties.

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The following table presents the credit risk profile by risk grade of commercial loans by origination year:


	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of March 31, 2021	2021	2020	2019	2018	2017	Prior	Revolving	Total
Construction and land development
Risk rating:
Pass	$ 109,475	$ 446,813	$ 392,240	$ 108,104	$ 76,826	$ 92,885	$ 19,029	$ 1,245,372
Special mention	828	22,740	2,785	657	2,156	6,209	496	35,871
Substandard	378	305	2,821	442	857	3,703	-	8,506
Doubtful	-	-	-	-	-	8	-	8
Total Construction and land development	$ 110,681	$ 469,858	$ 397,846	$ 109,203	$ 79,839	$ 102,805	$ 19,525	$ 1,289,757

Commercial non-owner occupied
Risk rating:
Pass	$ 228,835	$ 781,247	$ 1,042,267	$ 795,307	$ 626,399	$ 1,757,376	$ 57,862	$ 5,289,293
Special mention	725	44,705	76,566	111,653	42,151	157,653	-	433,453
Substandard	364	477	74,662	9,855	28,205	90,098	-	203,661
Doubtful	-	-	-	-	-	46	-	46
Total Commercial non-owner occupied	$ 229,924	$ 826,429	$ 1,193,495	$ 916,815	$ 696,755	$ 2,005,173	$ 57,862	$ 5,926,453

Commercial Owner Occupied
Risk rating:
Pass	$ 163,545	$ 802,824	$ 966,904	$ 691,577	$ 565,159	$ 1,401,822	$ 32,417	$ 4,624,248
Special mention	286	6,182	9,813	13,654	14,287	58,571	20	102,813
Substandard	2,536	4,112	10,499	2,230	20,180	59,972	35	99,564
Doubtful	-	1	-	-	-	25	-	26
Total commercial owner occupied	$ 166,367	$ 813,119	$ 987,216	$ 707,461	$ 599,626	$ 1,520,390	$ 32,472	$ 4,826,651

Commercial and industrial
Risk rating:
Pass	$ 1,611,235	$ 1,313,365	$ 541,430	$ 405,497	$ 289,381	$ 589,987	$ 259,255	$ 5,010,150
Special mention	387	2,595	2,978	2,040	7,655	27,674	2,030	45,359
Substandard	533	2,967	1,196	6,418	5,546	6,879	8,347	31,886
Doubtful	-	-	2	2	3	13	1	21
Total commercial and industrial	$ 1,612,155	$ 1,318,927	$ 545,606	$ 413,957	$ 302,585	$ 624,553	$ 269,633	$ 5,087,416

Other income producing property
Risk rating:
Pass	$ 18,529	$ 92,394	$ 74,892	$ 76,332	$ 50,745	$ 167,989	$ 7,395	$ 488,276
Special mention	496	2,569	1,938	1,370	127	12,245	41	18,786
Substandard	475	926	568	534	124	12,758	47	15,432
Doubtful	-	-	-	-	-	6	-	6
Total other income producing property	$ 19,500	$ 95,889	$ 77,398	$ 78,236	$ 50,996	$ 192,998	$ 7,483	$ 522,500

Consumer owner occupied
Risk rating:
Pass	$ 398	$ 7,283	$ 3,414	$ 239	$ 102	$ 2,202	$ 14,875	$ 28,513
Special mention	221	126	3,544	220	60	52	101	4,324
Substandard	-	105	384	143	-	323	-	955
Doubtful	-	-	-	-	-	146	-	146
Total Consumer owner occupied	$ 619	$ 7,514	$ 7,342	$ 602	$ 162	$ 2,723	$ 14,976	$ 33,938

Other loans
Risk rating:
Pass	$ 5,186	$ -	$ -	$ -	$ -	$ -	$ -	$ 5,186
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	-	-	-
Doubtful	-	-	-	-	-	-	-	-
Total other loans	$ 5,186	$ -	$ -	$ -	$ -	$ -	$ -	$ 5,186

Total Commercial Loans
Risk rating:
Pass	$ 2,137,203	$ 3,443,926	$ 3,021,147	$ 2,077,056	$ 1,608,612	$ 4,012,261	$ 390,833	$ 16,691,038
Special mention	2,943	78,917	97,624	129,594	66,436	262,404	2,688	640,606
Substandard	4,286	8,892	90,130	19,622	54,912	173,733	8,429	360,004
Doubtful	-	1	2	2	3	244	1	253
Total Commercial Loans	$ 2,144,432	$ 3,531,736	$ 3,208,903	$ 2,226,274	$ 1,729,963	$ 4,448,642	$ 401,951	$ 17,691,901

Table of Contents


	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2020	2020	2019	2018	2017	2016	Prior	Revolving	Total
Construction and land development
Risk rating:
Pass	$ 457,433	$ 410,075	$ 133,719	$ 79,345	$ 41,018	$ 53,104	$ 15,502	$ 1,190,196
Special mention	20,912	5,668	707	1,757	1,815	7,293	-	38,152
Substandard	389	2,800	763	2,087	201	3,669	-	9,909
Doubtful	-	-	-	-	-	8	-	8
Total Construction and land development	$ 478,734	$ 418,543	$ 135,189	$ 83,189	$ 43,034	$ 64,074	$ 15,502	$ 1,238,265

Commercial non-owner occupied
Risk rating:
Pass	$ 799,175	$ 1,082,242	$ 844,988	$ 661,092	$ 676,895	$ 1,196,156	$ 58,021	$ 5,318,569
Special mention	42,492	76,890	111,466	44,790	38,637	131,015	-	445,290
Substandard	1,351	49,662	7,497	27,224	38,617	43,109	-	167,460
Doubtful	-	-	-	-	-	4	-	4
Total Commercial non-owner occupied	$ 843,018	$ 1,208,794	$ 963,951	$ 733,106	$ 754,149	$ 1,370,284	$ 58,021	$ 5,931,323

Commercial Owner Occupied
Risk rating:
Pass	$ 805,192	$ 957,412	$ 721,808	$ 603,785	$ 458,065	$ 1,042,755	$ 42,239	$ 4,631,256
Special mention	6,993	15,984	13,021	14,457	13,597	48,775	21	112,848
Substandard	5,729	4,185	4,690	20,122	15,093	48,127	36	97,982
Doubtful	1	-	-	-	-	5	-	6
Total commercial owner occupied	$ 817,915	$ 977,581	$ 739,519	$ 638,364	$ 486,755	$ 1,139,662	$ 42,296	$ 4,842,092

Commercial and industrial
Risk rating:
Pass	$ 2,723,320	$ 595,310	$ 450,238	$ 308,914	$ 223,532	$ 419,555	$ 247,169	$ 4,968,038
Special mention	1,566	3,273	3,031	7,243	2,496	25,727	9,368	52,704
Substandard	347	1,070	6,202	7,718	2,808	6,010	2,240	26,395
Doubtful	-	2	1	3	3	1	-	10
Total commercial and industrial	$ 2,725,233	$ 599,655	$ 459,472	$ 323,878	$ 228,839	$ 451,293	$ 258,777	$ 5,047,147

Other income producing property
Risk rating:
Pass	$ 95,530	$ 89,648	$ 75,301	$ 55,103	$ 66,351	$ 121,304	$ 6,487	$ 509,724
Special mention	2,613	1,417	1,702	235	879	11,202	100	18,148
Substandard	1,071	1,046	997	19	1,279	13,702	47	18,161
Doubtful	-	-	-	-	-	6	-	6
Total other income producing property	$ 99,214	$ 92,111	$ 78,000	$ 55,357	$ 68,509	$ 146,214	$ 6,634	$ 546,039

Consumer owner occupied
Risk rating:
Pass	$ 7,590	$ 3,527	$ 356	$ 339	$ 1,076	$ 1,290	$ 15,502	$ 29,680
Special mention	130	3,581	249	62	-	124	338	4,484
Substandard	113	387	142	-	5	326	-	973
Doubtful	-	-	-	-	-	-	-	-
Total Consumer owner occupied	$ 7,833	$ 7,495	$ 747	$ 401	$ 1,081	$ 1,740	$ 15,840	$ 35,137

Other loans
Risk rating:
Pass	$ 17,993	$ -	$ -	$ -	$ -	$ -	$ -	$ 17,993
Special mention	-	-	-	-	-	-	-	-
Substandard	-	-	-	-	-	-	-	-
Doubtful	-	-	-	-	-	-	-	-
Total other loans	$ 17,993	$ -	$ -	$ -	$ -	$ -	$ -	$ 17,993

Total Commercial Loans
Risk rating:
Pass	$ 4,906,233	$ 3,138,214	$ 2,226,410	$ 1,708,578	$ 1,466,937	$ 2,834,164	$ 384,920	$ 16,665,456
Special mention	74,706	106,813	130,176	68,544	57,424	224,136	9,827	671,626
Substandard	9,000	59,150	20,291	57,170	58,003	114,943	2,323	320,880
Doubtful	1	2	1	3	3	24	-	34
Total Commercial Loans	$ 4,989,940	$ 3,304,179	$ 2,376,878	$ 1,834,295	$ 1,582,367	$ 3,173,267	$ 397,070	$ 17,657,996

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For the consumer segment, delinquency of a loan is determined by past due status. Consumer loans are automatically placed on nonaccrual status once the loan is 90 days past due. Construction and land development loans are on 1-4 properties and lots. The following tables present the credit risk profile by past due status of consumer loans by origination year:


	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of March 31, 2021	2021	2020	2019	2018	2017	Prior	Revolving	Total
Consumer owner occupied
Days past due:
Current	$ 199,054	$ 837,846	$ 654,899	$ 490,479	$ 438,647	$ 1,336,430	$ -	$ 3,957,355
30 days past due	-	3,308	3,266	2,328	1,965	11,994	-	22,861
60 days past due	-	124	58	-	119	1,235	-	1,536
90 days past due	-	-	353	170	1,034	9,262	-	10,819
Total Consumer owner occupied	$ 199,054	$ 841,278	$ 658,576	$ 492,977	$ 441,765	$ 1,358,921	$ -	$ 3,992,571

Home equity loans
Days past due:
Current	$ 2,532	$ 7,269	$ 6,546	$ 5,360	$ 557	$ 27,574	$ 1,226,868	$ 1,276,706
30 days past due	-	52	156	2	-	554	3,953	4,717
60 days past due	-	65	-	65	-	212	1,163	1,505
90 days past due	-	3	221	79	66	2,476	1,315	4,160
Total Home equity loans	$ 2,532	$ 7,389	$ 6,923	$ 5,506	$ 623	$ 30,816	$ 1,233,299	$ 1,287,088

Consumer
Days past due:
Current	$ 84,682	$ 233,869	$ 180,014	$ 101,267	$ 54,976	$ 190,457	$ 29,548	$ 874,813
30 days past due	15	334	181	255	469	1,129	119	2,502
60 days past due	-	130	78	186	18	199	2	613
90 days past due	-	102	225	283	48	1,476	72	2,206
Total consumer	$ 84,697	$ 234,435	$ 180,498	$ 101,991	$ 55,511	$ 193,261	$ 29,741	$ 880,134

Construction and land development
Days past due:
Current	$ 66,685	$ 374,186	$ 83,748	$ 28,822	$ 11,488	$ 29,277	$ -	$ 594,206
30 days past due	-	3,368	1,488	-	-	-	-	4,856
60 days past due	-	-	-	-	-	-	-	-
90 days past due	-	-	-	-	-	82	-	82
Total Construction and land development	$ 66,685	$ 377,554	$ 85,236	$ 28,822	$ 11,488	$ 29,359	$ -	$ 599,144

Other income producing property
Days past due:
Current	$ 2,911	$ 1,913	$ 1,343	$ 1,205	$ 2,345	$ 30,896	$ -	$ 40,613
30 days past due	-	-	-		-	9	-	9
60 days past due	-	-	-	-	-	-	-	-
90 days past due	-	-	-	-	-	5	-	5
Total other income producing property	$ 2,911	$ 1,913	$ 1,343	$ 1,205	$ 2,345	$ 30,910	$ -	$ 40,627

Total Consumer Loans
Days past due:
Current	$ 355,864	$ 1,455,083	$ 926,550	$ 627,133	$ 508,013	$ 1,614,634	$ 1,256,416	$ 6,743,693
30 days past due	15	7,062	5,091	2,585	2,434	13,686	4,072	34,945
60 days past due	-	319	136	251	137	1,646	1,165	3,654
90 days past due	-	105	799	532	1,148	13,301	1,387	17,272
Total Consumer Loans	$ 355,879	$ 1,462,569	$ 932,576	$ 630,501	$ 511,732	$ 1,643,267	$ 1,263,040	$ 6,799,564


	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of March 31, 2021	2021	2020	2019	2018	2017	Prior	Revolving	Total
Total Loans	$ 2,500,311	$ 4,994,305	$ 4,141,479	$ 2,856,775	$ 2,241,695	$ 6,091,909	$ 1,664,991	$ 24,491,465

Table of Contents


	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2020	2020	2019	2018	2017	2016	Prior	Revolving	Total
Consumer owner occupied
Days past due:
Current	$ 810,215	$ 675,928	$ 543,711	$ 508,160	$ 392,754	$ 1,097,008	$ -	$ 4,027,776
30 days past due	4,933	7,744	2,816	2,382	3,510	10,522	-	31,907
60 days past due	-	350	1,222	621	103	3,068	-	5,364
90 days past due	-	176	264	994	875	5,549	-	7,858
Total Consumer owner occupied	$ 815,148	$ 684,198	$ 548,013	$ 512,157	$ 397,242	$ 1,116,147	$ -	$ 4,072,905

Home equity loans
Days past due:
Current	$ 7,654	$ 6,694	$ 7,670	$ 658	$ 398	$ 30,039	$ 1,276,058	$ 1,329,171
30 days past due	134	52	-	79	-	272	2,324	2,861
60 days past due	-	-	-	-	-	116	418	534
90 days past due	155	93	-	157	330	1,886	1,502	4,123
Total Home equity loans	$ 7,943	$ 6,839	$ 7,670	$ 894	$ 728	$ 32,313	$ 1,280,302	$ 1,336,689

Consumer
Days past due:
Current	$ 291,305	$ 201,330	$ 115,203	$ 62,485	$ 38,272	$ 147,101	$ 32,874	$ 888,570
30 days past due	105	473	454	224	29	1,043	23	2,351
60 days past due	68	143	93	61	37	376	47	825
90 days past due	73	195	272	185	100	1,663	100	2,588
Total consumer	$ 291,551	$ 202,141	$ 116,022	$ 62,955	$ 38,438	$ 150,183	$ 33,044	$ 894,334

Construction and land development
Days past due:
Current	$ 370,975	$ 164,260	$ 63,936	$ 18,530	$ 4,497	$ 25,399	$ -	$ 647,597
30 days past due	6,172	3,660	161	-	2,255	184	-	12,432
60 days past due	282	-	438	-	-	-	-	720
90 days past due	-	-	-	-	-	52	-	52
Total Construction and land development	$ 377,429	$ 167,920	$ 64,535	$ 18,530	$ 6,752	$ 25,635	$ -	$ 660,801

Other income producing property
Days past due:
Current	$ 1,412	$ 1,351	$ 1,310	$ 3,658	$ 2,045	$ 31,592	$ -	$ 41,368
30 days past due	-	-	-	-	-	27	-	27
60 days past due	-	-	-	-	-	13	-	13
90 days past due	-	-	-	-	-	1	-	1
Total other income producing property	$ 1,412	$ 1,351	$ 1,310	$ 3,658	$ 2,045	$ 31,633	$ -	$ 41,409

Total Consumer Loans
Days past due:
Current	$ 1,481,561	$ 1,049,563	$ 731,830	$ 593,491	$ 437,966	$ 1,331,139	$ 1,308,932	$ 6,934,482
30 days past due	11,344	11,929	3,431	2,685	5,794	12,048	2,347	49,578
60 days past due	350	493	1,753	682	140	3,573	465	7,456
90 days past due	228	464	536	1,336	1,305	9,151	1,602	14,622
Total Consumer Loans	$ 1,493,483	$ 1,062,449	$ 737,550	$ 598,194	$ 445,205	$ 1,355,911	$ 1,313,346	$ 7,006,138


	Term Loans
(Dollars in thousands)	Amortized Cost Basis by Origination Year
As of December 31, 2020	2020	2019	2018	2017	2016	Prior	Revolving	Total
Total Loans	$ 6,483,423	$ 4,366,628	$ 3,114,428	$ 2,432,489	$ 2,027,572	$ 4,529,178	$ 1,710,416	$ 24,664,134

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The following table presents an aging analysis of past due accruing loans, segregated by class:


	30 - 59 Days		60 - 89 Days		90+ Days		Total				Non-		Total
(Dollars in thousands)	Past Due		Past Due		Past Due		Past Due		Current		Accruing		Loans
March 31, 2021
Construction and land development	$	572	$	406	$	31	$	1,009	$	1,886,194	$	1,698	$	1,888,901
Commercial non-owner occupied		2,588		—		—		2,588		5,917,537		6,328		5,926,453
Commercial owner occupied		561		839		32		1,432		4,791,417		33,802		4,826,651
Consumer owner occupied		2,592		993		74		3,659		3,994,684		28,166		4,026,509
Home equity loans		3,520		620		—		4,140		1,272,461		10,487		1,287,088
Commercial and industrial		13,018		3,224		636		16,878		5,061,576		8,962		5,087,416
Other income producing property		373		5		184		562		557,516		5,049		563,127
Consumer		2,139		418		—		2,557		871,969		5,608		880,134
Other loans		3		—		—		3		5,183		—		5,186
	$	25,366	$	6,505	$	957	$	32,828	$	24,358,537	$	100,100	$	24,491,465
December 31, 2020
Construction and land development	$	520	$	1,142	$	—	$	1,662	$	1,894,983	$	2,421	$	1,899,066
Commercial non-owner occupied		188		372		471		1,031		5,925,696		4,596		5,931,323
Commercial owner occupied		2,900		840		—		3,740		4,812,293		26,059		4,842,092
Consumer owner occupied		1,375		3632		34		5,041		4,072,255		30,746		4,108,042
Home equity loans		1,805		481		—		2,286		1,324,459		9,944		1,336,689
Commercial and industrial		10,979		22,089		10,864		43,932		4,993,997		9,218		5,047,147
Other income producing property		687		—		278		965		580,353		6,130		587,448
Consumer		1,718		818		4		2,540		885,720		6,074		894,334
Other loans		13		6		—		19		17,974		—		17,993
	$	20,185	$	29,380	$	11,651	$	61,216	$	24,507,730	$	95,188	$	24,664,134

The following is a summary of information pertaining to nonaccrual loans by class, including restructured loans:


	December 31,		March 31,		Greater than		Non-accrual
(Dollars in thousands)	2020		2021		90 Days Accruing⁽¹⁾		with no allowance⁽¹⁾
Construction and land development	$	2,421	$	1,698	$	31	$	23
Commercial non-owner occupied		4,596		6,328		—		1,112
Commercial owner occupied real estate		26,059		33,802		32		12,870
Consumer owner occupied		30,746		28,166		74		314
Home equity loans		9,944		10,487		—		51
Commercial and industrial		9,218		8,962		636		222
Other income producing property		6,130		5,049		184		322
Consumer		6,074		5,608		—		—
Total loans on nonaccrual status	$	95,188	$	100,100	$	957	$	14,914

(1)

– Greater than 90 days accruing and non-accrual with no allowance loans at March 31, 2021.

There is no interest income recognized during the period on nonaccrual loans. The Company follows its nonaccrual policy by reversing contractual interest income in the income statement when the Company places a loan on nonaccrual status. Loans on nonaccrual status in which there is no allowance assigned are individually evaluated loans

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that do not carry a specific reserve. See Note 2 – Summary of Significant Accounting Policies for further detailed on individually evaluated loans.

The following is a summary of collateral dependent loans, by type of collateral, and the extent to which they are collateralized during the period:


	December 31,		Collateral			March 31,		Collateral
(Dollars in thousands)	2020		Coverage		%	2021		Coverage		%
Commercial non-owner occupied
Retail	$	—	$	—		$	1,112	$	1,440	129%
Commercial owner occupied real estate
Office		1,076		1,485	138%		3,833		2,214	58%
Retail		4,849		5,490	113%		9,413		11,250	120%
Other		1,010		1,075	106%		—		—
Total collateral dependent loans	$	6,935	$	8,050		$	14,358	$	14,904

The Bank designates individually evaluated loans (excluding TDRs) on non-accrual with a net book balance exceeding the designated threshold as collateral dependent loans. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining ACL. Under ASC 326-20-35-6, the Bank has adopted the collateral maintenance practical expedient to measure the ACL based on the fair value of collateral. The ACL is calculated on an individual loan basis based on the shortfall between the fair value of the loan's collateral, which is adjusted for selling costs, and amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required. During the second quarter of 2020, the Bank increased the threshold limit for loans individually evaluated from $500,000 to $1.0 million. The significant changes above in collateral percentage are due to appraisal value updates or changes in the number of loans within the asset class and collateral type. Overall collateral dependent loans increased $7.4 million during the three months ended March 31, 2021.

In the course of resolving delinquent loans, the Bank may choose to restructure the contractual terms of certain loans. Any loans that are modified are reviewed by the Bank to determine if a TDR, sometimes referred to herein as a restructured loan, has occurred. The Bank designates loan modifications as TDRs when it grants a concession to a borrower that it would not otherwise consider due to the borrower experiencing financial difficulty (FASB ASC Topic 310-40). The concessions granted on TDRs generally include terms to reduce the interest rate, extend the term of the debt obligation, or modify the payment structure on the debt obligation. See Note 2 – Summary of Significant Accounting Policies for how such modifications are factored into the determination of the ACL.

Loans on nonaccrual status at the date of modification are initially classified as nonaccrual TDRs. Loans on accruing status at the date of concession are initially classified as accruing TDRs if the note is reasonably assured of repayment and performance is expected in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the concession date if reasonable doubt exists as to the collection of interest or principal under the restructuring agreement. Nonaccrual TDRs are returned to accruing status when there is economic substance to the restructuring, there is documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months).

The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession meets the criteria stipulated in the CARES Act. Details in regards to the Company’s implemented loan modification programs in response to the COVID-19 pandemic under the CARES Act is disclosed under the Note 2 – Summary of Significant Accounting Policies.

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The following table presents loans designated as TDRs segregated by class and type of concession that were restructured during the three month period ending March 31, 2021 and 2020.


	Three Months Ended March 31,
	2021					2020
		Pre-Modification		Post-Modification			Pre-Modification		Post-Modification
	Number	Amortized		Amortized		Number	Amortized		Amortized
(Dollars in thousands)	of loans	Cost		Cost		of loans	Cost		Cost
Interest rate modification
Construction and land development	—	$	—	$	—	2	$	106	$	106
Consumer owner occupied	—		—		—	1		30		30
Commercial and industrial	—		—		—	6		782		782
Other income producing property	1		298		298	1		345		345
Total interest rate modifications	1	$	298	$	298	10	$	1,263	$	1,263
Term modification
Consumer owner occupied	—	$	—	$	—	1	$	52	$	52
Home equity loans	—		—		—	1		52		52
Commercial and industrial	1		40		40	1		284		284
Total term modifications	1	$	40	$	40	3	$	388	$	388
	2	$	338	$	338	13	$	1,651	$	1,651

At March 31, 2021 and 2020, the balance of accruing TDRs was $14.5 million and $10.9 million, respectively. The Company had $791,000 and $1.1 million remaining availability under commitments to lend additional funds on restructured loans at March 31, 2021 and 2020. The amount of specific reserve associated with restructured loans was $2.4 million and $1.1 million at March 31, 2021 and 2020, respectively.

The following table presents the changes in status of loans restructured within the previous 12 months as of March 31, 2021 by type of concession. There were no loans with subsequent default.


	Paying Under
	Restructured Terms		Converted to Nonaccrual		Foreclosures and Defaults
	Number	Amortized	Number	Amortized	Number	Amortized
(Dollars in thousands)	of Loans	Cost	of Loans	Cost	of Loans	Cost
Interest rate modification	10	$ 7,620	—	$—	—	$—
Term modification	8	1,209	—	—	—	—
	18	$ 8,829	—	$—	—	$—

Note 7 — Allowance for Credit Losses (ACL)

See Note 2 - Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the allowance for credit losses.

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The following table presents a disaggregated analysis of activity in the allowance for credit losses as follows:

The following table presents a disaggregated analysis of activity in the allowance for credit losses as follows:
	Residential		Residential				Residential		Other								CRE Owner		Non Owner
(Dollars in thousands)	Mortgage Sr.		Mortgage Jr.		HELOC		Construction		C&D		Consumer		Multifamily		Municipal		Occupied		Occupied CRE		C & I		Total
Three Months Ended March 31, 2021
Allowance for credit losses:
Balance at end of period December 31, 2020	$	63,561	$	1,238	$	16,698	$	4,914	$	67,197	$	26,562	$	7,887	$	1,510	$	97,104	$	124,421	$	46,217	$	457,309
Charge-offs		(120)		—		(169)		—		(10)		(2,149)		—		—		(27)		(194)		(705)		(3,374)
Recoveries		428		33		417		1		201		510		—		—		333		321		1,151		3,395
Net (charge offs) recoveries		308		33		248		1		191		(1,639)		—		—		306		127		446		21
(Recovery) provision (1)		(827)		(81)		(943)		(1,023)		(12,051)		2,960		(2,003)		34		(6,750)		(16,989)		(13,197)		(50,870)
Balance at end of period March 31, 2021	$	63,042	$	1,190	$	16,003	$	3,892	$	55,337	$	27,883	$	5,884	$	1,544	$	90,660	$	107,559	$	33,466	$	406,460

Allowance for credit losses:
Quantitative allowance
Collectively evaluated	$	55,336	$	1,190	$	14,210	$	3,830	$	55,234	$	21,334	$	5,884	$	817	$	83,115	$	100,267	$	26,673	$	367,890
Individually evaluated		378		—		165		—		103		—		—		—		3,315		35		399		4,395
Total quantitative allowance		55,714		1,190		14,375		3,830		55,337		21,334		5,884		817		86,430		100,302		27,072		372,285
Qualitative allowance		7,328		—		1,628		62		—		6,549		—		727		4,230		7,257		6,394		34,175
Balance at end of period March 31, 2021	$	63,042	$	1,190	$	16,003	$	3,892	$	55,337	$	27,883	$	5,884	$	1,544	$	90,660	$	107,559	$	33,466	$	406,460

Three Months Ended March 31, 2020
Allowance for loan losses:
Balance at beginning of period January 1, 2020	$	6,128	$	15	$	4,327	$	815	$	6,211	$	4,350	$	1,557	$	956	$	10,879	$	15,219	$	6,470	$	56,927
Impact of Adoption		5,455		11		3,849		779		5,588		3,490		1,391		914		9,505		13,898		6,150		51,030
Initial PCD Allowance		406		3		289		—		351		669		97		—		898		656		39		3,408
Adjusted CECL balance	$	11,989	$	29	$	8,465	$	1,594	$	12,150	$	8,509	$	3,045	$	1,870	$	21,282	$	29,773	$	12,659	$	111,365
Charge-offs		(304)		—		(615)		—		(105)		(1,785)		—		—		(315)		—		(99)		(3,223)
Recoveries		276		91		413		—		280		467		52		—		88		44		198		1,909
Net (charge offs) recoveries		(28)		91		(202)		—		175		(1,318)		52		—		(227)		44		99		(1,314)
Provision (recovery) (1)		6,253		119		3,829		541		4,452		1,808		1,460		19		2,737		11,485		2,031		34,734
Balance at end of period March 31, 2020	$	18,214	$	239	$	12,092	$	2,135	$	16,777	$	8,999	$	4,557	$	1,889	$	23,792	$	41,302	$	14,789	$	144,785

Allowance for credit losses:
Quantitative allowance
Collectively evaluated	$	10,824	$	42	$	7,517	$	1,729	$	11,257	$	6,744	$	1,639	$	1,160	$	14,579	$	14,958	$	8,802	$	79,251
Individually evaluated		61		174		315		—		75		—		—		—		173		2		512		1,312
Total quantitative allowance		10,885		216		7,832		1,729		11,332		6,744		1,639		1,160		14,752		14,960		9,314		80,563
Qualitative allowance		7,329		23		4,260		406		5,445		2,255		2,918		729		9,040		26,342		5,475		64,222
Balance at end of period March 31, 2020	$	18,214	$	239	$	12,092	$	2,135	$	16,777	$	8,999	$	4,557	$	1,889	$	23,792	$	41,302	$	14,789	$	144,785

(1) A negative provision (recovery) for credit losses of $7.5 million was recorded during the first quarter of 2021, compared to an additional provision for credit losses of $1.8 million recorded during the first quarter of 2020 for the allowance for credit losses for unfunded commitments that is not included in the above table.

Note 8 — Other Real Estate Owned and Bank Premises Held for Sale

The following is a summary of information pertaining to OREO and Bank Premises Held for Sale:


	Three Months Ended March 31,
(Dollars in thousands)	2021
Balance, December 31, 2020	$	47,920
Additions		4,160
Writedowns		(468)
Sold		(8,948)
Balance, March 31, 2021	$	42,664
Other Real Estate Owned at March 31, 2021		11,471
Bank Premises Held for Sale at March 31, 2021	$	31,193

At March 31, 2021, there were a total of 41 properties included in OREO compared to 42 properties at December 31, 2020. At March 31, 2021, there were a total of 29 properties included in bank premises held for sale which compares to 33 properties included in premises held for sale, at December 31, 2020. During the second quarter of 2020, a reclassification was made so that bank property held for sale is now separately disclosed on the balance sheet. At March 31, 2021, we had $1.1 million in residential real estate included in OREO and $4.7 million in residential real estate consumer mortgage loans in the process of foreclosure.

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Note 9 — Leases

As of March 31, 2021, we had operating right-of-use (“ROU”) assets of $111.9 million and operating lease liabilities of $117.1 million. We maintain operating leases on land and buildings for our operating centers, branch facilities and ATM locations. Most leases include one or more options to renew, with renewal terms extending up to 23 years. The exercise of renewal options is based on the sole judgment of Management and what they consider to be reasonably certain given the environment today. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to us if the option is not exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet and instead are recognized in lease expense on a straight-line basis over the lease term.

The Company also holds a small number of finance leases assumed in connection to the CSFL merger. These leases are all real estate leases. Terms and conditions are similar to those real estate operating leases described above. Lease classifications from the acquired institutions were retained.


	Three Months Ended
(Dollars in thousands)	March 31,
	2021		2020
Lease Cost Components:
Amortization of ROU assets - finance leases	$	117	$	—
Interest on lease liabilities - finance leases		15		—
Operating lease cost (cost resulting from lease payments)		4,343		2,258
Short-term lease cost		135		98
Variable lease cost (cost excluded from lease payments)		648		166
Total lease cost	$	5,258	$	2,522
Supplemental Cash Flow and Other Information Related to Leases:
Finance lease - operating cash flows	$	15	$	—
Finance lease - financing cash flows		106		—
Operating lease - operating cash flows (fixed payments)		4,140		1,672
Operating lease - operating cash flows (net change asset/liability)		(3,220)		268
New ROU assets - operating leases		1,298		458
New ROU assets - finance leases		—		—
Weighted - average remaining lease term (years) - finance leases		7.16		—
Weighted - average remaining lease term (years) - operating leases		11.30		13.92
Weighted - average discount rate - finance leases		1.7%		—
Weighted - average discount rate - operating leases		3.3%		3.9%

Operating lease payments due:
2021 (excluding the three months ended March 31, 2021)	$	15,931
2022		14,438
2023		13,705
2024		12,120
2025		10,703
Thereafter		76,428
Total undiscounted cash flows		143,325
Discount on cash flows		(26,258)
Total operating lease liabilities	$	117,067

As of March 31, 2021, we determined that the number and dollar amount of our equipment leases was immaterial. As of March 31, 2021, we have an additional operating lease that has not yet commenced of $3.5 million. This operating lease will commence in June 2021 with a lease term of 10 years.

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Note 10 — Deposits

Our total deposits are comprised of the following:


	March 31,		December 31,
(Dollars in thousands)	2021		2020
Non-interest bearing checking	$	10,801,812	$	9,711,338
Interest-bearing checking		7,369,066		6,955,575
Savings		2,906,673		2,694,011
Money market		7,884,132		7,584,353
Time deposits		3,479,727		3,748,605
Total deposits	$	32,441,410	$	30,693,882

At March 31, 2021 and December 31, 2020, we had $764.7 million and $814.2 million in certificates of deposits of $250,000 and greater, respectively. At March 31, 2021 and December 31, 2020, the Company held $475.0 million and $600.0 in traditional, out-of-market brokered deposits, respectively.

Note 11 — Retirement Plans

The Company sponsors an employees’ savings plan under the provisions of the Internal Revenue Code Section 401(k). Electing employees are eligible to participate in the employees’ savings plan after attaining age 21. Plan participants elect to contribute portions of their annual base compensation as a before tax contribution. Employer contributions may be made from current or accumulated net profits. Participants may elect to contribute 1% to 50% of annual base compensation as a before tax contribution. Employees participating in the plan received a 100% match of their 401(k) plan contribution from the Company, up to 4% of their salary. The employees were also eligible for an additional 2% discretionary matching contribution contingent upon certain of our annual financial goals which would be paid in the first quarter of the following year. Based on our financial performance in 2020, we did not pay a discretionary matching contribution in the first quarter of 2021. Currently, we expect the same terms in the employees’ savings plan for 2021. As a result of the recent CSFL merger, all former CSFL employees became eligible to participate in the Company’s 401(k) plan as of legal close in June 2020. CSFL’s existing 401(k) plan balances merged into the Company’s 401(k) plan at the end of the year 2020. We expensed $4.3 million during the three months ended March 31, 2021 and $1.9 million for the three months ended March 31, 2020 related to the Company’s savings plan.

Employees can enter the savings plan on or after the first day of each month. The employee may enter into a salary deferral agreement at any time to select an alternative deferral amount or to elect not to defer in the plan. If the employee does not elect an investment allocation, the plan administrator will select a retirement-based portfolio according to the employee’s number of years until normal retirement age. The plan’s investment valuations are generally provided on a daily basis.

Note 12 — Earnings Per Share

Basic earnings per shares are calculated by dividing net income by the weighted-average shares of common stock outstanding during each period, excluding non-vested restricted shares. Our diluted earnings per share are based on the weighted-average shares of common stock outstanding during each period plus the maximum dilutive effect of common stock issuable upon exercise of stock options or vesting of restricted shares. Stock options and unvested restricted stock units are considered to common stock equivalents and are only included in the calculation of diluted earnings per common share when their effect is dilutive. The weighted-average number of shares and equivalents are determined after giving retroactive effect to stock dividends and stock splits.

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The following table sets forth the computation of basic and diluted earnings per common share:


	Three Months Ended
(Dollars and shares in thousands, except for per share amounts)	2021		2020
Basic earnings per common share:
Net income	$	146,949	$	24,110
Weighted-average basic common shares		71,009		33,566
Basic earnings per common share	$	2.07	$	0.72
Diluted earnings per common share:
Net income	$	146,949	$	24,110
Weighted-average basic common shares		71,009		33,566
Effect of dilutive securities		475		239
Weighted-average dilutive shares		71,484		33,805
Diluted earnings per common share	$	2.06	$	0.71

The calculation of diluted earnings per common share excludes outstanding stock options for which the results would have been anti-dilutive under the treasury stock method as follows:

Three Months Ended March 31,

(Dollars in thousands)

2021

2020

Number of shares

62,235

62,235

Range of exercise prices

87.30

91.35

87.30

91.35

Note 13 — Share-Based Compensation

Our 2004, 2012, 2019 and 2020 share-based compensation plans are long-term retention plans intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options, restricted stock, and restricted stock units (“RSUs”). Our 2020 plan was adopted by our shareholders at our annual meeting on October 29, 2020. The Company assumed the obligations of CSFL under various equity incentive plans pursuant to the merger of CSFL on June 7, 2020.

Stock Options

With the exception of non-qualified stock options granted to directors under the 2004 and 2012 plans, which in some cases may be exercised at any time prior to expiration and in some other cases may be exercised at intervals less than a year following the grant date, incentive stock options granted under our 2004, 2012, 2019 and 2020 plans may not be exercised in whole or in part within a year following the date of the grant, as these incentive stock options become exercisable in 25% increments pro ratably over the four-year period following the grant date. The options are granted at an exercise price at least equal to the fair value of the common stock at the date of grant and expire ten years from the date of grant. No options were granted under the 2004 plan after January 26, 2012, and the 2004 plan is closed other than for any options still unexercised and outstanding. No options were granted under the 2012 plan after February 1, 2019, and the 2012 plan is closed other than for any options still unexercised and outstanding. No options were granted under the 2019 plan after October 29, 2020, and the 2019 plan is closed other than for any options still unexercised and outstanding. The 2020 plan is the only plan from which new share-based compensation grants may be issued. It is the Company’s policy to grant options out of the 2,072,245 shares registered under the 2020 plan.

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Activity in our stock option plans for 2004, 2012, 2019 and 2020 as well as stock options and warrants assumed from the CSFL merger is summarized in the following table. All information has been retroactively adjusted for stock dividends and stock splits.


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
	Shares	Price		(Yrs.)	(000's)
Outstanding at January 1, 2021	256,425	$	59.01
Exercised	(37,854)		46.81
Outstanding at March 31, 2021	218,571		61.13	4.52	$	4,584
Exercisable at March 31, 2021	218,571		61.13	4.52	$	4,584

The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting periods. There have been no stock options issued during the first three months of March 2021. Because all outstanding stock options had vested as of December 31, 2020, there was no unrecognized compensation cost related to nonvested stock option grants under the plans or fair value of shares vested for the three months ended March 31, 2021.

Restricted Stock

We from time-to-time also grant shares of restricted stock to key employees and non-employee directors. These awards help align the interests of these employees and directors with the interests of our shareholders by providing economic value directly related to increases in the value of our stock. The value of the stock awarded is established as the fair market value of the stock at the time of the grant. We recognize expenses, equal to the total value of such awards, ratably over the vesting period of the stock grants. Restricted stock grants to employees typically “cliff vest” after four years. Grants to non-employee directors typically vest within a 12-month period.

All restricted stock agreements are conditioned upon continued employment, or service in the case of directors. Termination of employment prior to a vesting date, as described below, would terminate any interest in non-vested shares. Prior to vesting of the shares, as long as employed by the Company, the key employees and non-employee directors will have the right to vote such shares and to receive dividends paid with respect to such shares. All restricted shares will fully vest in the event of change in control of the Company or upon the death of the recipient.

Nonvested restricted stock for 2021 is summarized in the following table. All information has been retroactively adjusted for stock dividends and stock splits.


		Weighted-
		Average
		Grant-Date
Restricted Stock	Shares	Fair Value
Nonvested at January 1, 2021	11,004	$	59.42
Vested	(2,082)		52.95
Nonvested at March 31, 2021	8,922	$	60.94

As of March 31, 2021, there was $366,000 of total unrecognized compensation cost related to nonvested restricted stock granted under the plans. This cost is expected to be recognized over a weighted-average period of 1.72 years as of March 31, 2021. The total fair value of shares vested during the three months ended March 31, 2021 was $110,000.

Restricted Stock Units (“RSUs”)

We, from time-to-time, also grant performance RSUs and time-vested RSUs to employees. These awards help align the interests of these employees with the interests of our shareholders by providing economic value directly related to our performance. Some performance RSU grants contain a three-year performance period while others contain a one to two-year performance period and a time-vested requirement (generally two to four years from the grant date). We communicate threshold, target, and maximum performance RSU awards and performance targets to the applicable employees at the beginning of a performance period. Due to the merger with CSFL, all legacy and assumed

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performance based restricted stock units converted to a time-vesting requirement. With respect to some long-term incentive awards, dividend equivalents are accrued at the same rate as cash dividends paid for each share of the Company’s common stock during the performance or time-vested period, and subsequently paid when the shares are issued on the vesting date. The value of the RSUs awarded is established as the fair market value of the stock at the time of the grant. We recognize expenses on a straight-line basis typically over the performance and vesting/or time-vesting periods based upon the probable performance target, as applicable, that will be met.

Outstanding RSUs for the three months ended March 31, 2021 is summarized in the following table.


		Weighted-
		Average
		Grant-Date
Restricted Stock Units	Shares	Fair Value
Outstanding at January 1, 2021	750,821	$	60.88
Granted	281,116		81.04
Vested	(59,518)		61.19
Forfeited	(2,496)		56.34
Outstanding at March 31, 2021	969,923	$	66.82

As of March 31, 2021, there was $44.4 million of total unrecognized compensation cost related to nonvested RSUs granted under the plan. This cost is expected to be recognized over a weighted-average period of 2.4 years as of March 31, 2021. The total fair value of RSUs vested and released during the three months ended March 31, 2021 was $3.6 million.

Note 14 — Commitments and Contingent Liabilities

In the normal course of business, we make various commitments and incur certain contingent liabilities, which are not reflected in the accompanying financial statements. The commitments and contingent liabilities include guarantees, commitments to extend credit, and standby letters of credit. At March 31, 2021, commitments to extend credit and standby letters of credit totaled $6.0 billion. As of March 31, 2021, the liability recorded for expected credit losses on unfunded commitments, excluding unconditionally cancellable exposures and letters of credit, was $35.8 million and recorded on the Balance Sheet. See Note 2 – Summary of Significant Accounting Policies for discussion of liability recorded for expected credit losses on unfunded commitments.

We have been named as defendant in various legal actions, arising from its normal business activities, in which damages in various amounts are claimed. We are also exposed to litigation risk related to the prior business activities of banks acquired through whole bank acquisitions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of Management, as of March 31, 2021, any such liability is not expected to have a material effect on our consolidated financial statements.

Note 15 — Fair Value

FASB ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under GAAP, and enhances disclosures about fair value measurements. FASB ASC Topic 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

We utilize fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale and trading securities, derivative contracts, and mortgage servicing rights (“MSRs”) are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, OREO, and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1

Observable inputs such as quoted prices in active markets;

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Level 2	Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following is a description of valuation methodologies used for assets recorded at fair value.

Trading Securities

The fair values of trading securities are determined as follows: (1) for those securities that have traded prior to the date of the consolidated balance sheet but have not settled (date of sale) until after such date, the sales price is used as the fair value; and, (2) for those securities which have not traded as of the date of the consolidated balance sheet, the fair value was determined by broker price indications of similar or same securities.

Investment Securities

Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and The NASDAQ Stock Market. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored entities, municipal bonds and corporate debt securities, or U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of FHLB and FRB stock approximates fair value based on the redemption provisions.

Mortgage Loans Held for Sale

Mortgage loans held for sale are carried at fair value with changes in fair value recognized in current period earnings. The fair values of mortgage loans held for sale are based on commitments on hand from investors within the secondary market for loans with similar characteristics. As such, the fair value adjustments for mortgage loans held for sale are recurring Level 2.

Loans

We do not record loans at fair value on a recurring basis. However, from time to time, a loan may be considered impaired and an ACL may be established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, Management measures impairment using estimated fair value methodologies. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At March 31, 2021, approximately half of the impaired loans were evaluated based on the fair value of the collateral because such loans were considered collateral dependent. Impaired loans, where an allowance is established based on the fair value of collateral; require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, we consider the impaired loan as nonrecurring Level 2. When an appraised value is not available or Management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, we consider the impaired loan as nonrecurring Level 3.

Other Real Estate Owned (“OREO”)

OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is typically reported at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). However, OREO is considered Level 3 in the fair value hierarchy because Management has qualitatively applied a discount due to the size, supply of inventory, and the incremental discounts applied to the appraisals. Management also considers other factors, including changes in absorption rates, length of time the property has been on the market and anticipated sales values, which have

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resulted in adjustments to the collateral value estimates indicated in certain appraisals. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ACL. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of OREO expense.

Derivative Financial Instruments

Fair value is estimated using pricing models of derivatives with similar characteristics or discounted cash flow models where future floating cash flows are projected and discounted back; and accordingly, these derivatives are classified within Level 2 of the fair value hierarchy. (See Note 17—Derivative Financial Instruments for additional information).

Mortgage Servicing Rights (“MSRs”)

The estimated fair value of MSRs is obtained through an independent derivatives dealer analysis of future cash flows. The evaluation utilizes assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, as well as the market’s perception of future interest rate movements. MSRs are classified as Level 3.

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Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.


			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2021:
Assets
Derivative financial instruments	$	416,329	$	—	$	416,329	$	—
Loans held for sale		352,997		—		352,997		—
Trading securities		83,947		—		83,947		—
Securities available for sale:
U.S. Government agencies		23,553		—		23,553		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,544,600		—		1,544,600		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		694,632		—		694,632		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		580,379		—		580,379		—
State and municipal obligations		596,103		—		596,103		—
Small Business Administration loan-backed securities		438,537		—		438,537		—
Corporate securities		13,686		—		13,686		—
Total securities available for sale		3,891,490		—		3,891,490		—
Mortgage servicing rights		54,285		—		—		54,285
	$	4,799,048	$	—	$	4,744,763	$	54,285
Liabilities
Derivative financial instruments	$	402,256	$	—	$	402,256	$	—

December 31, 2020:
Assets
Derivative financial instruments	$	813,899	$	—	$	813,899	$	—
Loans held for sale		290,467		—		290,467		—
Trading securities		10,674		—		10,674		—
Securities available for sale:
U.S. Government agencies		29,256		—		29,256		—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		1,379,978		—		1,379,978		—
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		650,646		—		650,646		—
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		334,834		—		334,834		—
State and municipal obligations		520,039		—		520,039		—
Small Business Administration loan-backed securities		402,217		—		402,217		—
Corporate securities		13,702		—		13,702		—
Total securities available for sale		3,330,672		—		3,330,672		—
Mortgage servicing rights		43,820		—		—		43,820
	$	4,489,532	$	—	$	4,445,712	$	43,820
Liabilities
Derivative financial instruments	$	804,832	$	—	$	804,832	$	—

Changes in Level 1, 2 and 3 Fair Value Measurements

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.

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There were no changes in hierarchy classifications of Level 3 assets or liabilities for the three months ended March 31, 2021. A reconciliation of the beginning and ending balances of Level 3 assets and liabilities recorded at fair value on a recurring basis for the three months ended March 31, 2021 is as follows:


(Dollars in thousands)	Assets		Liabilities
Fair value, January 1, 2021	$	43,820	$	—
Servicing assets that resulted from transfers of financial assets		6,950		—
Changes in fair value due to valuation inputs or assumptions		6,575		—
Changes in fair value due to decay		(3,060)		—
Fair value , March 31, 2021	$	54,285	$	—

There were no unrealized losses included in accumulated other comprehensive income related to Level 3 financial assets and liabilities at March 31, 2021.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis:


			Quoted Prices
			In Active		Significant
			Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
(Dollars in thousands)	Fair Value		(Level 1)		(Level 2)		(Level 3)
March 31, 2021:
OREO	$	11,471	$	—	$	—	$	11,471
Bank property held for sale		31,193		—		—		31,193
Impaired loans		8,764		—		—		8,764
December 31, 2020:
OREO	$	11,914	$	—	$	—	$	11,914
Bank property held for sale		36,006		—		—		36,006
Impaired loans		17,609		—		—		17,609

Quantitative Information about Level 3 Fair Value Measurement


			Weighted Average
			March 31,		December 31,
	Valuation Technique	Unobservable Input	2021		2020
Nonrecurring measurements:
Impaired loans	Discounted appraisals and discounted cash flows	Collateral discounts	13	%	5	%
OREO and premises held for sale	Discounted appraisals	Collateral discounts and estimated costs to sell	13	%	14	%

Fair Value of Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those models are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented herein are based on pertinent information available to Management as of March 31, 2021 and December 31, 2020. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents — The carrying amount is a reasonable estimate of fair value.

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Trading Securities — The fair values of trading securities are determined as follows: (1) for those securities that have traded prior to the date of the consolidated balance sheet but have not settled (date of sale) until after such date, the sales price is used as the fair value; and, (2) for those securities which have not traded as of the date of the consolidated balance sheet, the fair value was determined by broker price indications of similar or same securities.

Investment Securities — Securities available for sale are valued at quoted market prices or dealer quotes. Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of FHLB and FRB stock approximates fair value based on the redemption provisions. The carrying value of our investment in unconsolidated subsidiaries approximates fair value. See Note 5—Investment Securities for additional information, as well as page 34 regarding fair value.

Loans held for sale — The fair values disclosed for loans held for sale are based on commitments from investors for loans with similar characteristics.

Loans — ASU 2016-01 - Financial Instruments – Overall – Recognition and Measurement of Financial Assets and Financial Liabilities became effective for us on January 1, 2018. This accounting standard requires us to calculate the fair value of our loans for disclosure purposes based on an estimated exit price. With ASU 2016-01, to estimate an exit price, all loans (fixed and variable) are being valued with a discounted cash flow analyses for loans that includes our estimate of future credit losses expected to be incurred over the life of the loans. Fair values for certain mortgage loans (e.g., one-to-four family residential) and other consumer loans are estimated using discounted cash flow analyses based on our current rates offered for new loans of the same type, structure and credit quality. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses-using interest rates we currently offer for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using a discounted cash flow analysis.

Deposit Liabilities — The fair values disclosed for demand deposits (e.g., interest and noninterest bearing checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal Funds Purchased and Securities Sold Under Agreements to Repurchase — The carrying amount of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within ninety days approximate their fair values.

Other Borrowings — The fair value of other borrowings is estimated using discounted cash flow analysis on our current incremental borrowing rates for similar types of instruments.

Accrued Interest — The carrying amounts of accrued interest approximate fair value.

Derivative Financial Instruments — The fair value of derivative financial instruments (including interest rate swaps) is estimated using pricing models of derivatives with similar characteristics or discounted cash flow models where future floating cash flows are projected and discounted back.

Commitments to Extend Credit, Standby Letters of Credit and Financial Guarantees — The fair values of commitments to extend credit are estimated taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of guarantees and letters of credit are based on fees currently charged for similar agreements or on the estimated costs to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

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The estimated fair value, and related carrying amount, of our financial instruments are as follows:


	Carrying		Fair
(Dollars in thousands)	Amount		Value		Level 1		Level 2		Level 3
March 31, 2021
Financial assets:
Cash and cash equivalents	$	5,974,137	$	5,974,137	$	5,974,137	$	—	$	—
Trading securities		83,947		83,947		—		83,947		—
Investment securities		5,267,271		5,233,723		161,468		5,072,255		—
Loans held for sale		352,997		352,997		—		352,997		—
Loans, net of allowance for loan losses		24,085,005		24,421,405		—		—		24,421,405
Accrued interest receivable		105,865		105,865		—		13,758		92,107
Mortgage servicing rights		54,285		54,285		—		—		54,285
Interest rate swap - non-designated hedge		398,221		398,221		—		398,221		—
Other derivative financial instruments (mortgage banking related)		18,108		18,108		—		18,108		—
Financial liabilities:
Deposits		32,441,410		32,458,336		—		32,458,336		—
Federal funds purchased and securities sold under agreements to repurchase		878,581		878,581		—		878,581		—
Other borrowings		390,323		388,127		—		388,127		—
Accrued interest payable		8,498		8,498		—		8,498		—
Interest rate swap - non-designated hedge		399,625		399,625		—		399,625		—
Other derivative financial instruments (mortgage banking related)		2,631		2,631		—		2,631		—
Off balance sheet financial instruments:
Commitments to extend credit		—		84,280		—		84,280		—
December 31, 2020
Financial assets:
Cash and cash equivalents	$	4,609,255	$	4,609,255	$	4,609,255	$	—	$	—
Trading securities		10,674		10,674		—		10,674		—
Investment securities		4,446,657		4,448,300		160,443		4,287,857		—
Loans held for sale		290,467		290,467		—		290,467		—
Loans, net of allowance for loan losses		24,206,825		24,757,859		—		—		24,757,859
Accrued interest receivable		107,601		107,601		—		12,952		94,649
Mortgage servicing rights		43,820		43,820		—		—		43,820
Interest rate swap - non-designated hedge		802,763		802,763		—		802,763		—
Other derivative financial instruments (mortgage banking related)		11,136		11,136		—		11,136		—
Financial liabilities:
Deposits		30,693,882		30,719,416		—		30,719,416		—
Federal funds purchased and securities sold under agreements to repurchase		779,666		779,666		—		779,666		—
Other borrowings		390,179		386,126		—		386,126		—
Accrued interest payable		7,103		7,103		—		7,103		—
Interest rate swap - non-designated hedge		804,832		804,832		—		804,832		—
Off balance sheet financial instruments:
Commitments to extend credit		—		136,726		—		136,726		—

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Note 16 — Accumulated Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive income (loss), net of tax, were as follows:


			Unrealized Gains
			and Losses		Gains and
			on Securities		Losses on
	Benefit		Available		Cash Flow
(Dollars in thousands)	Plans		for Sale		Hedges		Total
Three Months Ended March 31, 2021
Balance at December 31, 2020	$	(151)	$	47,740	$	—	$	47,589
Other comprehensive loss before reclassifications		—		(48,620)		—		(48,620)
Amounts reclassified from accumulated other comprehensive loss		—		—		—		—
Net comprehensive loss		—		(48,620)		—		(48,620)
Balance at March 31, 2021	$	(151)	$	(880)	$	—	$	(1,031)

Three Months Ended March 31, 2020
Balance at December 31, 2019	$	(149)	$	11,922	$	(10,756)	$	1,017
Other comprehensive income (loss) before reclassifications		—		31,551		(22,240)		9,311
Amounts reclassified from accumulated other comprehensive income		—		—		(563)		(563)
Net comprehensive income (loss)		—		31,551		(22,803)		8,748
Balance at March 31, 2020	$	(149)	$	43,473	$	(33,559)	$	9,765

The table below presents the reclassifications out of accumulated other comprehensive income (loss), net of tax:


	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(Dollars in thousands)	For the Three Months Ended March 31,
Accumulated Other Comprehensive Income (Loss) Component	2021		2020		Income Statement Line Item Affected
Gains on cash flow hedges:
Interest rate contracts	$	—	$	(722)	Interest expense
		—		159	Provision for income taxes
		—		(563)	Net income
Total reclassifications for the period	$	—	$	(563)

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Note 17 — Derivative Financial Instruments

We use certain derivative instruments to meet the needs of customers as well as to manage the interest rate risk associated with certain transactions. The following table summarizes the derivative financial instruments utilized by the Company:


				March 31, 2021						December 31, 2020
	Balance Sheet	Notional		Estimated Fair Value				Notional		Estimated Fair Value
(Dollars in thousands)	Location	Amount		Gain		Loss		Amount		Gain		Loss

Fair value hedge of interest rate risk:
Pay fixed rate swap with counterparty	Other Liabilities	$	16,307	$	—	$	1,390	$	16,439	$	—	$	2,086

Not designated hedges of interest rate risk:
Customer related interest rate contracts:
Matched interest rate swaps with borrowers	Other Assets and Other Liabilities		9,697,873		393,424		120,458		9,324,359		802,717		46
Matched interest rate swaps with counterparty	Other Assets and Other Liabilities		9,697,873		4,797		277,777		9,324,359		46		802,700

Not designated hedges of interest rate risk - mortgage banking activities:
Contracts used to hedge mortgage servicing rights	Other Assets and Other Liabilities		152,000		—		2,631		149,000		119		—
Contracts used to hedge mortgage pipeline	Other Assets		593,500		18,108		—		528,500		11,017		—
Total derivatives		$	20,157,553	$	416,329	$	402,256	$	19,342,657	$	813,899	$	804,832

Cash Flow Hedge of Interest Rate Risk

The Company is exposed to interest rate risk in the course of its business operations and manages a portion of this risk through the use of derivative financial instruments, in the form of interest rate swaps. We account for interest rate swaps that are classified as cash flow hedges in accordance with FASB ASC 815, Derivatives and Hedging, which requires that all derivatives be recognized as assets or liabilities on the balance sheet at fair value. We had no cash flow hedges as of March 31, 2021 and December 31, 2020. For more information regarding the fair value of our derivative financial instruments, see Note 17 to these financial statements.

For derivatives designated as hedging exposure to variable cash flows of a forecasted transaction (cash flow hedge), the derivative’s entire gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. For derivatives that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

For designated hedging relationships, we have a third party perform retrospective and prospective effectiveness testing on a quarterly basis using quantitative methods to determine if the hedge is still highly effective. Hedge accounting ceases on transactions that are no longer deemed highly effective, or for which the derivative has been terminated or de-designated.

Balance Sheet Fair Value Hedge

As of March 31, 2021 and December 31, 2020, the Company maintained loan swaps, with an aggregate notional amount of $16.3 million and $16.4 million, respectively, accounted for as fair value hedges in accordance with ASC 815, Derivatives and Hedging. This derivative protects us from interest rate risk caused by changes in the LIBOR curve in relation to a certain designated fixed rate loan. The derivative converts the fixed rate loan to a floating rate. Settlement occurs in any given period where there is a difference in the stated fixed rate and variable rate and the difference is recorded in net interest income. The fair value of this hedge is recorded in either other assets or in other liabilities depending on the position of the hedge with the offset recorded in loans. There was no gain or loss recorded on these derivatives the three months ended March 31, 2021 and 2020.

Non-designated Hedges of Interest Rate Risk

Customer Swap

We maintain interest rate swap contracts with customers that are classified as non-designated hedges and are not speculative in nature. These agreements are designed to convert customer’s variable rate loans with the Company to fixed rate. These interest rate swaps are executed with loan customers to facilitate a respective risk Management

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strategy and allow the customer to pay a fixed rate of interest to the Company. These interest rate swaps are simultaneously hedged by executing offsetting interest rate swaps with unrelated market counterparties to minimize the net risk exposure to the Company resulting from the transactions and allow the Company to receive a variable rate of interest. The interest rate swaps pay and receive interest based on a floating rate based on one month LIBOR plus credit spread, with payments being calculated on the notional amount. The interest rate swaps are settled monthly with varying maturities.

As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. As of March 31, 2021 and December 31, 2020, the interest rate swaps had an aggregate notional amount of approximately $19.4 billion and $18.6 billion, respectively. At March 31, 2021 the fair value of the interest rate swap derivatives are recorded in other assets at $398.2 million and in other liabilities at $398.2 million for a net liability position of $14,000. At December 31, 2020, the fair value of the interest rate swap derivatives was recorded in other assets at $802.8 million and other liabilities at $802.7 million for a net asset position of $17,000. Changes in the fair market value of these interest rate swaps is recorded through earnings. As of March 31, 2021, we provided $366.8 million of cash collateral on the customer swaps which is included in cash and cash equivalents on the balance sheet as deposits in other financial institutions (restricted cash). We also provided $558.0 million in investment securities at market value as collateral on the customer swaps which is included in investment securities – available for sale.

Foreign Exchange

We also enter into foreign exchange contracts with customers to accommodate their need to convert certain foreign currencies into to U.S. Dollars. To offset the foreign exchange risk, we have entered into substantially identical agreements with an unrelated market counterparty to hedge these foreign exchange contracts. At March 31, 2021 and December 31, 2020, there were no outstanding contracts or agreements related to foreign currency. If there were foreign currency contracts outstanding at March 31, 2021, the fair value of these contracts would be included in other assets and other liabilities in the accompanying balance sheet. All changes in fair value are recorded as other noninterest income. There was no gain or loss recorded related to the foreign exchange derivative for the three months ended March 31, 2021 and 2020.

Mortgage Banking

We also have derivatives contracts that are classified as non-designated hedges. These derivatives contracts are a part of our risk Management strategy for our mortgage banking activities. These instruments may include financial forwards, futures contracts, and options written and purchased, which are used to hedge MSRs; while forward sales commitments are typically used to hedge the mortgage pipeline. Such instruments derive their cash flows, and therefore their values, by reference to an underlying instrument, index or referenced interest rate. We do not elect hedge accounting treatment for any of these derivative instruments and as a result, changes in fair value of the instruments (both gains and losses) are recorded in our Consolidated Statements of Income in mortgage banking income.

Mortgage Servicing Rights

Derivatives contracts related to MSRs are used to help offset changes in fair value and are written in amounts referred to as notional amounts. Notional amounts provide a basis for calculating payments between counterparties but do not represent amounts to be exchanged between the parties, and are not a measure of financial risk. On March 31, 2021, we had derivative financial instruments outstanding with notional amounts totaling $152.0 million related to MSRs, compared to $149.0 million on December 31, 2020. The estimated net fair value of the open contracts related to the MSRs was recorded as a loss of $2.6 million at March 31, 2021, compared to a gain of $119,000 at December 31, 2020 and a gain of $1.1 million at March 31, 2020.

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Mortgage Pipeline

The following table presents our notional value of forward sale commitments and the fair value of those obligations along with the fair value of the mortgage pipeline related to the held for sale portfolio.



(Dollars in thousands)	March 31, 2021		December 31, 2020
Mortgage loan pipeline	$	634,976	$	510,730
Expected closures		562,805		411,273
Fair value of mortgage loan pipeline commitments		10,524		15,328
Forward sales commitments		593,500		528,500
Fair value of forward commitments		7,584		(4,311)

Note 18 — Capital Ratios

We are subject to regulations with respect to certain risk-based capital ratios. These risk-based capital ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted based on the rules to reflect categorical credit risk. In addition to the risk-based capital ratios, the regulatory agencies have also established a leverage ratio for assessing capital adequacy. The leverage ratio is equal to Tier 1 capital divided by total consolidated on-balance sheet assets (minus amounts deducted from Tier 1 capital). The leverage ratio does not involve assigning risk weights to assets.

Under current regulations, the Company and the Bank are subject to a minimum ratio of common equity Tier 1 capital (“CET1”) to risk-weighted assets of 4.5%. and a minimum required ratio of Tier 1 capital to risk-weighted assets of 6%. The minimum required leverage ratio is 4%. The minimum required total capital to risk-weighted assets ratio is 8%.

In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the new rules a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of CET1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer became fully phased-in on January 1, 2019 and consists of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets.

The Bank is also subject to the regulatory framework for prompt corrective action, which identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized) and is based on specified thresholds for each of the three risk-based regulatory capital ratios (CET1, Tier 1 capital and total capital) and for the leverage ratio.

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The following table presents actual and required capital ratios as of March 31, 2021 and December 31, 2020 for the Company and the Bank under the current capital rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations.


									Required to be
					Minimum Capital				Considered Well
	Actual				Required - Basel III				Capitalized
(Dollars in thousands)	Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
March 31, 2021:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	3,096,859	12.13	%	$	1,781,504	7.00	%	$	1,654,253	6.50	%
South State Bank (the Bank)		3,275,890	12.87	%		1,776,040	7.00	%		1,649,180	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		3,096,859	12.13	%		2,163,254	8.50	%		2,036,004	8.00	%
South State Bank (the Bank)		3,275,890	12.87	%		2,156,620	8.50	%		2,029,760	8.00	%
Total capital to risk-weighted assets:
Consolidated		3,699,651	14.49	%		2,672,255	10.50	%		2,545,005	10.00	%
South State Bank (the Bank)		3,487,182	13.70	%		2,664,060	10.50	%		2,537,200	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		3,096,859	8.47	%		1,463,005	4.00	%		1,828,756	5.00	%
South State Bank (the Bank)		3,275,890	8.99	%		1,458,191	4.00	%		1,822,739	5.00	%
December 31, 2020:
Common equity Tier 1 to risk-weighted assets:
Consolidated	$	3,010,174	11.77	%	$	1,789,984	7.00	%	$	1,662,128	6.50	%
South State Bank (the Bank)		3,157,098	12.39	%		1,784,120	7.00	%		1,656,683	6.50	%
Tier 1 capital to risk-weighted assets:
Consolidated		3,010,174	11.77	%		2,173,552	8.50	%		2,045,696	8.00	%
South State Bank (the Bank)		3,157,098	12.39	%		2,166,432	8.50	%		2,038,994	8.00	%
Total capital to risk-weighted assets:
Consolidated		3,642,039	14.24	%		2,684,976	10.50	%		2,557,120	10.00	%
South State Bank (the Bank)		3,397,463	13.33	%		2,676,180	10.50	%		2,548,743	10.00	%
Tier 1 capital to average assets (leverage ratio):
Consolidated		3,010,174	8.27	%		1,455,135	4.00	%		1,818,919	5.00	%
South State Bank (the Bank)		3,157,098	8.71	%		1,450,600	4.00	%		1,813,250	5.00	%

As of March 31, 2021 and December 31, 2020, the capital ratios of the Company and the Bank were well in excess of the minimum regulatory requirements and exceeded the thresholds for the “well capitalized” regulatory classification.

In June 2016, the FASB issued ASU No. 2016-13 which required an entity to utilize a new impairment model known as the CECL model to estimate its lifetime “expected credit loss.” This standard was adopted and became effective on January 1, 2020 and the Company applied the provisions of the standard using the modified retrospective method as a cumulative-effect adjustment to retained earnings. Related to the implementation of ASU 2016-13, we recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects from ASU 2016-13 at adoption, the standard included a transitional method option for recognizing the Day 1 effects on the Company’s regulatory capital calculations over a three year phase-in. In March 2020, in response to the COVID-19 pandemic, the regulatory agencies provided an additional transitional method option of a two-year deferral for the start of the three year phase-in of the recognition of the Day 1 effects of ASU 2016-13 along with an option to defer the current impact on regulatory capital calculations of ASU 2016-13 during the first two years (“5 year method”). Under this 5-year method, the Company would recognize an estimate of the previous incurred loss method for determining the allowance for credit losses in regulatory capital calculations and the difference from the CECL method would be deferred for two years. After two years, the effects from Day 1 and the deferral difference from the first two years of applying CECL would be phased-in over three years using the straight-line method. The regulatory rules provided a one-time opportunity at the end of the first quarter of 2020 for covered banking organizations to choose its transition option for CECL. The Company chose the 5-year method and is deferring the recognition of the effects from Day 1 and the CECL difference from the first two years of application.

Note 19 — Goodwill and Other Intangible Assets

The carrying amount of goodwill was $1.6 billion at both March 31, 2021 and December 31, 2020. The Company added $15.8 million in goodwill related to the DWI acquisition in the first quarter of 2021.

The Company completed its annual valuation of the carrying value of its goodwill as of April 30, 2020. We also updated our analysis at November 30, 2020. We determined that no impairment charge was necessary for each

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period end. We will continue to monitor the impact of the COVID-19 pandemic on the Company’ business, operating results, cash flows and/or financial condition.

Our other intangible assets, consisting of core deposit intangibles, noncompete intangibles, and client list intangibles are included on the face of the balance sheet. The following is a summary of gross carrying amounts and accumulated amortization of other intangible assets:


	March 31,		December 31,
(Dollars in thousands)	2021		2020
Gross carrying amount	$	258,654	$	258,554
Accumulated amortization		(104,793)		(95,962)
	$	153,861	$	162,592

Amortization expense totaled $9.2 million, for the three months ended March 31, 2021, compared to $3.0 million for the three months ended March 31, 2020. The increase compared to the three months ended March 31, 2020 was due to the intangibles added from the CSFL merger in the second quarter of 2020. Other intangibles are amortized using either the straight-line method or an accelerated basis over their estimated useful lives, with lives generally between two and 15 years. Estimated amortization expense for other intangibles for each of the next five quarters is as follows:



(Dollars in thousands)
Quarter ending:
June 30,2021	$	8,613
September 30,2021		8,201
December 31,2021		8,200
March 31,2022		7,931
June 30,2022		7,666
Thereafter		113,250
	$	153,861

Note 20 — Loan Servicing, Mortgage Origination, and Loans Held for Sale

As of March 31, 2021 and December 31, 2020, the portfolio of residential mortgages serviced for others, which is not included in the accompanying balance sheets, was $5.4 billion and $5.1 billion, respectively. Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts and disbursing payments to investors. The amount of contractually specified servicing fees we earned during both the three months ended March 31, 2021 and March 31, 2020 was $3.2 million and $2.1 million, respectively. Servicing fees are recorded in mortgage banking income in our Condensed Consolidated Statements of Income.

At March 31, 2021 and December 31, 2020, MSRs were $54.3 million and $43.8 million on our consolidated balance sheets, respectively. MSRs are recorded at fair value with changes in fair value recorded as a component of mortgage banking income in the Condensed Consolidated Statements of Income. The market value adjustments related to MSRs recorded in mortgage banking income for the three months ended March 31, 2021 and March 31, 2020 were gains of $8.1 million, compared with losses of $4.9 million, respectively. We used various free-standing derivative instruments to mitigate the income statement effect of changes in fair value due to changes in market value adjustments and to changes in valuation inputs and assumptions related to MSRs.

See Note 15 — Fair Value for the changes in fair value of MSRs. The following table presents the changes in the fair value of the MSR and offsetting hedge.


	Three Months Ended
(Dollars in thousands)	March 31, 2021		March 31, 2020
Increase (decrease) in fair value of MSRs	$	8,076	$	(4,919)
Decay of MSRs		(4,561)		(1,204)
Loss related to derivatives		(6,404)		9,607
Net effect on statements of income	$	(2,889)	$	3,484

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The fair value of MSRs is highly sensitive to changes in assumptions and fair value is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and with the use of independent third-party appraisals. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates increase, mortgage loan prepayments decelerate due to decreased refinance activity, which results in an increase in the fair value of the MSRs. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different time. See Note 15 — Fair Value for additional information regarding fair value.

The characteristics and sensitivity analysis of the MSRs are included in the following table.


	March 31,			December 31,
(Dollars in thousands)	2021			2020
Composition of residential loans serviced for others
Fixed-rate mortgage loans		99.9	%		99.9	%
Adjustable-rate mortgage loans		0.1	%		0.1	%
Total		100.0	%		100.0	%
Weighted average life		7.11	years		6.10	years
Constant Prepayment rate (CPR)		9.5	%		12.3	%
Weighted average discount rate		9.0	%		9.0	%
Effect on fair value due to change in interest rates
25 basis point increase	$	2,603		$	2,744
50 basis point increase		4,970			5,520
25 basis point decrease		(2,782)			(2,497)
50 basis point decrease		(4,288)			(4,114)

The sensitivity calculations in the previous table are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changes in assumptions to fair value may not be linear. Also, the effects of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumptions, while in reality, changes in one factor may result in changing another, which may magnify or contract the effect of the change.

Custodial escrow balances maintained in connection with the loan servicing were $41.4 million and $26.6 million at March 31, 2021 and December 31, 2020, respectively.

Whole loan sales were $774.4 million for the three months ended March 31, 2021, compared to $228.3 million for the three months ended March 31, 2020. For the three months ended March 31, 2021, $621.7 million or 80.3% were sold with the servicing rights retained by the Company, compared to $194.5 million or 85.2%, for the three months ended March 31, 2020.

Loans held for sale have historically been comprised of residential mortgage loans awaiting sale in the secondary market, which generally settle in 15 to 45 days. Loans held for sale were $353.0 million and $290.5 million at March 31, 2021 and December 31, 2020, respectively.

Note 21 — Repurchase Agreements

Securities sold under agreements to repurchase (“repurchase agreements”) represent funds received from customers, generally on an overnight or continuous basis, which are collateralized by investment securities owned or, at times, borrowed and re-hypothecated by the Company. Repurchase agreements are subject to terms and conditions of the master repurchase agreements between the Company and the client and are accounted for as secured borrowings. Repurchase agreements are included in federal funds purchased and securities sold under agreements to repurchase on the condensed consolidated balance sheets.

At March 31, 2021 and December 31, 2020, our repurchase agreements totaled $399.3 million and $394.9 million, respectively. All of our repurchase agreements were overnight or continuous (until-further-notice) agreements at March 31, 2021 and December 31, 2020. These borrowings were collateralized with government, government-

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sponsored enterprise, or state and political subdivision-issued securities with a carrying value of $495.3 million and $515.9 million at March 31, 2021 and December 31, 2020, respectively. Declines in the value of the collateral would require us to increase the amounts of securities pledged.

Note 22 — Subsequent Events

On April 28, 2021, the Company announced it received approval from its Board of Directors to redeem $25.0 million of subordinated notes (“Subordinated Note”) and $38.5 million of trust preferred securities (“Trust Preferred Securities”) as outlined in the table below. The Company also received regulatory approval from the Federal Reserve Bank of Atlanta to redeem the Subordinated Note and Trust Preferred Securities. The Company has delivered or will cause to deliver redemption notices to all trustees (“Trustees”) and will redeem the Subordinated Note and Trust Preferred Securities at a cash redemption price (“Redemption Price”) equal to the principal amount of the outstanding debentures and common securities, if applicable, plus accrued and unpaid interest, if any, to the redemptions dates (“Redemption Dates”) noted in the table below. Upon completion of the redemptions, no notes will be outstanding as it relates to the Subordinated Note and Trust Preferred Securities. The redemption of the Subordinated Note and Trust Preferred Securities will result in a reduction of Tier 2 capital of $63.5 million during the second quarter 2021. The redemption will accelerate approximately $11.0 million of unamortized fair value discount related to the Trust Preferred Securities.

Payment of the Redemption Price will be made on the Redemption Dates only upon presentation and surrender of the Subordinated Note and Trust Preferred Securities to the Trustees. Interest on the Subordinated Note and Trust Preferred Securities called for redemption will cease to accrue on and after the Redemption Dates. Notice of redemption will be sent to the registered holders of the Subordinated Note and Trust Preferred Securities.


	Original	Common		Original Issuance	Redemption
Debt Instrument ($ in thousands)	Principal	Securities	Trustee	Date	Date
National Commerce Corp 6.0% Fixed-to-Floating Rate Subordinated Note	$ 25,000	N/A	The Bank of New York Mellon Trust Company, N.A.	5/19/2016	6/1/2021
Gulfstream Bancshares Capital Trust II	3,000	$ 93	Wilmington Trust Company	12/28/2006	6/6/2021
Valrico Capital Statutory Trust	2,500	77	Wells Fargo Bank, National Association	5/20/2004	6/8/2021
BSA Financial Statutory Trust I	5,000	155	U.S. Bank National Association	10/28/2005	6/15/2021
MRCB Statutory Trust II	3,000	93	U.S. Bank National Association	6/28/2006	6/15/2021
Federal Trust Statutory Trust I	5,000	155	U.S. Bank National Association	9/17/2003	6/17/2021
CenterState Banks of Florida Statutory Trust I	10,000	310	U.S. Bank National Association	9/22/2003	6/22/2021
Homestead Statutory Trust I	10,000	495	Wilmington Trust Company	7/17/2006	7/1/2021
Total	$ 63,500	$ 1,378

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) relates to the financial statements contained in this Quarterly Report beginning on page 3. For further information, refer to the MD&A appearing in the Annual Report on Form 10-K for the year ended December 31, 2020. Results for the three months ended March 31, 2021 are not necessarily indicative of the results for the year ending December 31, 2021 or any future period.

Unless otherwise mentioned or unless the context requires otherwise, references to “South State,” the “Company” “we,” “us,” “our” or similar references mean South State Corporation and its consolidated subsidiaries. References to the “Bank” means South State Corporation’s wholly owned subsidiary, South State Bank, National Association, a national banking association.

Overview

South State Corporation is a financial holding company headquartered in Winter Haven, Florida, and was incorporated under the laws of South Carolina in 1985. We provide a wide range of banking services and products to our customers through our Bank. The Bank operates South State Advisory, Inc. (formerly First Southeast 401K Fiduciaries, Inc.), a wholly owned registered investment advisor. The Bank also operates Duncan-Williams, Inc. (“Duncan-Williams”), which it acquired on February 1, 2021. Duncan-Williams is a registered broker-dealer, headquartered in Memphis, Tennessee, that serves primarily institutional clients across the U.S. in the fixed income business. Through the merger with CenterState Bank Corporation (“CSFL”) in the second quarter of 2020, the Bank also owns CBI Holding Company, LLC (“CBI”), which in turn owns Corporate Billing, LLC (“Corporate Billing”), a transaction-based finance company headquartered in Decatur, Alabama that provides factoring, invoicing, collection and accounts receivable management services to transportation companies and automotive parts and service providers nationwide. Also, through the merger with CSFL in the second quarter of 2020, the holding company operates R4ALL, Inc., which manages troubled loans purchased from the Bank to their eventual disposition and SSB Insurance Corp., a captive insurance subsidiary pursuant to Section 831(b) of the U.S. Tax Code.

At March 31, 2021, we had approximately $39.7 billion in assets and 5,210 full-time equivalent employees. Through our Bank branches, ATMs and online banking platforms, we provide our customers with a wide range of financial services, including deposit accounts such as checking accounts, NOW accounts, savings and time deposits of various types, safe deposit boxes, bank money orders, wire transfer and ACH services, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, loans of all types, including business loans, agriculture loans, real estate-secured (mortgage) loans, personal use loans, home improvement loans, automobile loans, manufactured housing loans, boat loans, credit cards, letters of credit, home equity lines of credit, treasury management services, merchant services and, factoring through a six (6) state footprint in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. We also operate a correspondent banking and capital markets division within our national bank subsidiary, of which the majority of its bond salesmen, traders and operational personnel are housed in facilities located in Birmingham, Alabama and Atlanta, Georgia. This division’s primary revenue generating activities are related to its capital markets division, which includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities; and its correspondent banking division, which includes spread income earned on correspondent bank deposits (i.e., federal funds purchased) and correspondent bank checking account deposits and fees from safe-keeping activities, bond accounting services for correspondents, asset/liability consulting related activities, international wires, and other clearing and corporate checking account services. The correspondent banking and capital markets division was further expanded with the addition of Duncan-Williams on February 1, 2021.

We have pursued, and continue to pursue, a growth strategy that focuses on organic growth, supplemented by acquisitions of select financial institutions, or branches in certain market areas.

The following discussion describes our results of operations for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 and also analyzes our financial condition as of March 31, 2021 as compared to December 31, 2020. Like most financial institutions, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we may pay interest. Consequently, one of the key measures of our success is the amount of our net

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interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

Of course, there are risks inherent in all loans, as such we maintain an allowance for credit losses, otherwise referred to herein as ACL, to absorb probable losses on existing loans that may become uncollectible. We establish and maintain this allowance by charging a provision for credit losses against our operating earnings. In the following discussion, we have included a detailed discussion of this process.

In addition to earning interest on our loans and investments, we earn income through fees and other services we charge to our customers. We incur costs in addition to interest expense on deposits and other borrowings, the largest of which is salaries and employee benefits. We describe the various components of this noninterest income and noninterest expense in the following discussion.

The following sections also identify significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.

Recent Events

COVID-19

The COVID-19 pandemic has severely restricted the level of economic activity in our markets. Specifically due to the COVID-19 pandemic, the federal and state governments in which we have financial centers and of most other states have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego their time outside of their homes, and ordering temporary closures of some businesses that have been deemed to be non-essential.

While our business has been designated an essential business, which allows us to continue to serve our customers, we serve many customers that were deemed, or who were employed by businesses that were deemed, to be non-essential. Although states in our market area have allowed businesses to reopen in the second and third quarters of 2020 that were deemed non-essential, there are still many restrictions, and our customers are still being adversely effected by the COVID-19 pandemic. In many of the states in our market area, as the economies have been allowed to reopen, there has been an increase in cases of COVID-19 and some restrictions have been reinstated.

The impact of the COVID-19 pandemic is fluid and continues to evolve. The COVID-19 pandemic and its associated impacts on trade (including supply chains and export levels), travel, employee productivity, unemployment, consumer spending, and other economic activities has resulted in less economic activity, lower equity market valuations and increased volatility and disruption in financial markets, and has had an adverse effect on our business, financial condition and results of general operations, with a more limited impact to our mortgage and correspondent banking and capital markets business lines. The ultimate extent of the impact of the COVID-19 pandemic on our business, financial condition and results of operations is uncertain and will depend on various developments and other factors, including, among others, the duration and scope of the pandemic, as well as governmental, regulatory and private sector responses to the pandemic, and the associated impacts on the economy, financial markets and our customers, employees and vendors.

Our business, financial condition and results of operations generally rely upon the ability of our borrowers to repay their loans, the value of collateral underlying our secured loans, and demand for loans and other products and services we offer, which are highly dependent on the business environment in our primary markets where we operate and in the United States as a whole. The COVID-19 pandemic has had a significant impact on our business and operations. As part of our efforts to practice social distancing, in March 2020, we closed all of our banking lobbies and began conducting most of our business through drive-thru tellers and through electronic and online means. To support the health and well-being of our employees, we allowed a majority of our non-customer facing workforce to work from home. In October 2020, we reopened our banking lobbies in our branch locations, but a majority of our support staff is still working from home. To support our customers or to comply with law, we deferred loan payments from 90 to 360 days for consumer and commercial customers. For customers directly impacted by the COVID-19 pandemic, we suspended residential property foreclosure sales and involuntary automobile repossessions through October 1, 2020,

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which was the latest moratorium expiration for states in our footprint. Eviction actions remained suspended through December 31, 2020 per Centers for Disease Control and Prevention Agency Order 2020-19654. Additionally, we offered fee waivers, payment deferrals, and other expanded assistance for automobile, mortgage, small business and personal lending customers.

Future governmental actions may require more of these and other types of customer-related responses. We are awaiting a final ruling from the CFPB as to its proposal of a nationwide moratorium on foreclosures for all residential mortgages, which if enacted will have an effective date of August 31, 2021.

As of March 31, 2021, we have deferrals of $186 million, or 0.83%, of our total loan portfolio, excluding loans held for sale and Paycheck Protection Program (“PPP”) loans. For commercial loans, the standard deferral was 90 days for both principal and interest, 120 days of principal only payments or 180 days of interest only payments. We have actively reached out to our customers to provide guidance and direction on these deferrals. In terms of available lines of credit, the Company has not experienced an increase in borrowers drawing down on their lines. As of March 31, 2021, below are the loan portfolios which we view are of the greatest risk:

●

Lodging (hotel / motel) loan portfolio - 13% is under deferral, and the weighted average loan to value (“LTV”) was 59%. The Company currently has $978 million, or 4.3% of the total loan portfolio, excluding loans held for sale and PPP loans, in lodging loans.

●

Restaurant loan portfolio – 2% is under deferral, and the weighted average LTV of real estate secured was 56%. The Company currently has $434 million, or 1.9% of the total loan portfolio, excluding loans held for sale and PPP loans, in restaurants.

●

Retail loan portfolio – 0.03% of retail CRE loan portfolio is under deferral and the weighted average LTV of 53%. The Company currently has $2.2 billion, or 9.8% of the total loan portfolio, excluding loans held for sale and PPP loans, in retail CRE loans.

Also, we have extended credit to both customers and non-customers related to the PPP. As of March 31, 2021, we have produced approximately 26,000 loans totaling approximately $3.1 billion through the PPP. While deferrals have been decreasing materially since the third quarter of 2020, given the fluidity of the pandemic and the risk there may be new lockdowns or restrictions on business activities to slow the spread of the virus, there is no guarantee that some loan not currently on deferral might return to deferral status.

A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to suspend TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria defined under the CARES Act.

We are continuously monitoring the impact of the COVID-19 pandemic on our results of operations and financial condition. We implemented ASU 2016-13 in the first quarter of 2020 related to the calculation for our ACL for loans, investments, unfunded commitments and other financial assets. Considering the COVID-19 pandemic in our CECL models and moving to one CECL model (with the merged bank), during the third quarter of 2020, we recorded an additional provision for credit losses in the third quarter of 2020. We also adjust our investment securities portfolio to market each period end and review for any impairment that would require a provision for credit losses. At this time, we have determined there is no need for a provision for credit losses related to our investment securities portfolio. Because of changing economic and market conditions affecting issuers, we may be required to recognize impairments in the future on the securities we hold, as well as reductions in other comprehensive income. We cannot currently determine the ultimate impact of the pandemic on the long-term value of our portfolio.

We also are monitoring the impact of the COVID-19 pandemic on the valuation of goodwill. Additional detail in regards to the goodwill analysis is disclosed below under the Goodwill and Other Intangible Assets section of the Recent Events.

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Mergers and Acquisition

On February 1, 2021, the Company completed its previously announced acquisition of Duncan-Williams, Inc. (“Duncan-Williams”). Duncan-Williams, which operates as a wholly owned subsidiary of the Bank, is a registered broker-dealer, headquartered in Memphis, Tennessee, that serves primarily institutional clients across the U.S. in the fixed income business.

Branch Consolidation

As a part of the ongoing evaluation of customer service delivery and efficiencies, the Company closed 4 branch locations during the first quarter of 2021. The expected cost associated with these closures and cost initiatives is estimated to be approximately $400,000, and primarily includes personnel, facilities and equipment cost. The annual savings in 2021 of these closures is expected to be $750,000. Two of the locations are in Florida and two in Georgia.

Critical Accounting Policies

Our consolidated financial statements are prepared based on the application of accounting policies in accordance with GAAP and follow general practices within the banking industry. Our financial position and results of operations are affected by Management’s application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Differences in the application of these policies could result in material changes in our consolidated financial position and consolidated results of operations and related disclosures. Understanding our accounting policies is fundamental to understanding our consolidated financial position and consolidated results of operations. Accordingly, our significant accounting policies and changes in accounting principles and effects of new accounting pronouncements are discussed in Note 2 and Note 3 of our consolidated financial statements in this Quarterly Report on Form 10-Q and in Note 1 of our Annual Report on Form 10-K for the year ended December 31, 2020.

The following is a summary of our critical accounting policies that are highly dependent on estimates, assumptions and judgments.

Allowance for Credit Losses or ACL

The ACL reflects Management’s estimate of losses that will result from the inability of our borrowers to make required loan payments. Due to the Merger between the Company and CSFL, effective June 7, 2020, Management adopted one combined methodology during the third quarter of 2020. Management used the one systematic methodology to determine its ACL for loans held for investment and certain off-balance-sheet credit exposures. Management considers the effects of past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, Management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion. The Company’s ACL recorded in the balance sheet reflects Management’s best estimate within the range of expected credit losses. The Company recognizes in net income the amount needed to adjust the ACL for Management’s current estimate of expected credit losses. See Note 2 - Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q for further detailed descriptions of our estimation process and methodology related to the ACL. See also Note 7 — Allowance for Credit Losses in this Quarterly Report on Form 10-Q, “Provision for Credit Losses and Nonperforming Assets” in this MD&A.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. As of March 31, 2021 and December 31, 2020, the balance of goodwill was $1.6 billion. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

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Our most recent evaluation of goodwill was performed as of November 30, 2020, and after considering the effects of COVID-19 on the economy, we determined that no impairment charge was necessary. Our stock price has historically traded above its book value, however, our stock price fell below book value and remained below book value through much of 2020 in reaction to the COVID-19 pandemic, which affected stock prices of companies in almost all industries. In November 2020, our stock price rose back above book value as the economy slowly began to recover and there was positive news on vaccines for COVID-19. Our stock price closed on December 31, 2020 at $72.30. Our stock price has continued to trade above book value and tangible book value in the first quarter of 2021. Our stock price closed on March 31, 2021 at $78.51, which was above book value of $66.42 and tangible book value of $42.02. We will continue to monitor the impact of COVID-19 on the Company’s business, operating results, cash flows and financial condition. If the COVID-19 pandemic continues, the economy deteriorates and our stock price falls below current levels, we will have to reevaluate the impact on our financial condition and potential impairment of goodwill.

Core deposit intangibles, client list intangibles, and noncompetition (“noncompete”) intangibles consist primarily of amortizing assets established during the acquisition of other banks. This includes whole bank acquisitions and the acquisition of certain assets and liabilities from other financial institutions. Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions. Client list intangibles represent the value of long-term client relationships for the correspondent banking and wealth and trust management business. Noncompete intangibles represent the value of key personnel relative to various competitive factors such as ability to compete, willingness or likelihood to compete, and feasibility based upon the competitive environment, and what the Bank could lose from competition. These costs are amortized over the estimated useful lives, such as deposit accounts in the case of core deposit intangible, on a method that we believe reasonably approximates the anticipated benefit stream from this intangible. The estimated useful lives are periodically reviewed for reasonableness.

Income Taxes and Deferred Tax Assets

Income taxes are provided for the tax effects of the transactions reported in our condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related to differences between the tax basis and accounting basis of certain assets and liabilities, including available-for-sale securities, ACL, write downs of OREO properties, accumulated depreciation, net operating loss carry forwards, accretion income, deferred compensation, intangible assets, mortgage servicing rights, and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. A valuation allowance is recorded in situations where it is “more likely than not” that a deferred tax asset is not realizable. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company and its subsidiaries file a consolidated federal income tax return. Additionally, income tax returns are filed by the Company or its subsidiaries in the states of Alabama, California, Colorado, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas, New York, New York City and Virginia. We evaluate the need for income tax reserves related to uncertain income tax positions but had no material reserves at March 31, 2021 or 2020.

Other Real Estate Owned and Bank Property Held For Sale

Other real estate owned (“OREO”) consists of properties obtained through foreclosure or through a deed in lieu of foreclosure in satisfaction of loans. Prior to the merger with CSFL, we classified former branch sites as held for sale OREO. During the second quarter of 2020 and with the merger with CSFL, the Company elected to reclassify these assets as bank property held for sale and report on a separate line within the balance sheet. Both OREO and bank property held for sale are recorded at the lower of cost or fair value and the fair value was determined on the basis of current valuations obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure or initial possession of collateral, for OREO, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the ACL. At the time a bank property is no longer in service and is moved to held for sale, any excess of the current book value over fair value is recorded as an expense in the Statement of Net Income. Subsequent adjustments to this value are described below in the following paragraph.

We report subsequent declines in the fair value of OREO and bank properties held for sale below the new cost basis through valuation adjustments. Significant judgments and complex estimates are required in estimating the fair value of these properties, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, Management

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may utilize liquidation sales as part of its problem asset disposition strategy. As a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from the current valuations used to determine the fair value of these properties. Management reviews the value of these properties periodically and adjusts the values as appropriate. Revenue and expenses from OREO operations as well as gains or losses on sales and any subsequent adjustments to the value are recorded as OREO expense and loan related expense, a component of non-interest expense.

Results of Operations

Overview

We reported consolidated net income of $146.9 million, or diluted earnings per share (“EPS”) of $2.06, for the first quarter of 2021 as compared to consolidated net income of $24.1 million, or diluted EPS of $0.71, in the comparable period of 2020, a 509.5% increase in consolidated net income and a 190.1% increase in diluted EPS. The $146.9 million increase in consolidated net income was the net result of the following items:

•

A $130.7 million increase in interest income, resulting from a $99.0 million increase in interest income from acquired loans due to an increase in average acquired loans from the merger with CSFL, a $26.3 million increase in interest income on non-acquired loans and a $4.2 million increase in interest income from investment securities. Non-acquired loan interest income increased due to the $3.3 billion increase in the average balance, although the interest rate declined by 21 basis points. Investment interest income increased due to the $2.7 billion increase in the average balance partially offset by a decline in yield of 113 basis points. This increase in loan interest income was offset by a $463,000 decline in interest income on federal funds sold and interest-earning deposits with banks due to a decline in yield of 100 basis points attributable to the falling interest rate environment, even though the average balance increased by $4.2 billion as a result of the merger with CSFL and the funds that flowed in from the government stimulus;

•

A $3.3 million decrease in interest expense, which resulted from a decline in the cost of interest-bearing liabilities of 48 basis points. The effects from the decline in cost were partially offset by an increase in the average balance of interest-bearing liabilities of $12.2 billion as a result of the merger with CSFL and government stimulus. The decrease in the cost of interest-bearing liabilities was due to a falling interest rate environment as the Federal Reserve dropped the federal funds target rate 150 basis points to a range of 0.00% to 0.25% in March 2020 in response to the COVID-19 pandemic. The first quarter of 2021 reflects the full impact of these actions and the Company’s move to reduce the interest rate paid on deposits as opposed to a partial month in the first quarter of 2020 ;

•

A $95.0 million decrease in the provision for credit losses, as the Company recorded a release of the allowance for credit losses of $58.4 million in the first quarter of 2021 while recording a provision for credit losses of $36.5 million in the first quarter of 2020. The Company recorded higher provision for credit losses in the first quarter of 2020 and throughout 2020 in response to the COVID-19 pandemic. In the first quarter of 2021, with the improvement in the economy and the increased availability of the COVID-19 vaccine, the Company began to release some of this allowance for credit losses based on improvements in forecasts.

•

A $52.2 million increase in noninterest income, which resulted primarily from the impact of the CSFL merger completed in the second quarter of 2020. The largest increases were a $28.3 million increase in correspondent banking and capital market income, $12.2 million increase in mortgage banking income and a $7.1 million increase in fees on deposit accounts. (See Noninterest Income section on page 58 for further discussion);

•

A $121.5 million increase in noninterest expense, which resulted primarily from the impact of the CSFL merger completed in the second quarter of 2020. The largest increases were from salary and employee benefits which totaled $79.4 million, occupancy expense of $11.0 million, information services expense of $9.5 million, merger and branch consolidation related expense of $5.9 million and amortization of intangibles of $6.2 million. (See Noninterest Expense section on page 59 for further discussion); and

•

A $36.8 million increase in the provision for income taxes. This increase was primarily due to an increase in pretax book income of $159.6 million in the first quarter of 2021 compared to the first quarter of 2020 which drove our effective tax rate higher. Our effective tax rate was 21.83% for the three months ended March 31, 2021 compared to 15.00% for the three months ended March 31, 2020.

Our quarterly efficiency ratio increased to 61.1% in the first quarter of 2021 compared to 60.4% in the first quarter of 2020. The increase in the efficiency ratio compared to the first quarter of 2020 was the result of a 110.6%

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increase in noninterest expense (excluding amortization of intangibles) being greater than the 108.1% increase in the total of net interest income and noninterest income. The significant increases in noninterest expense and net interest income and noninterest income were due to the fact the first quarter of 2021 includes the effects of the merger with CSFL while the first quarter of 2020 does not.

Diluted and basic EPS were $2.06 and $2.07, respectively, for the first quarter of 2021, compared to the first quarter of 2020 of $0.71 and $0.72. The increase of 509.5% in net income in the first quarter of 2021 was greater than the increase in average common shares of 111% compared to the same period in 2020. The first quarter in 2021 includes the effect of net income from CSFL while the first quarter of 2020 does not. The weighted average common shares increased to 71.0 million shares, or 111%, due to the merger with CSFL compared to 33.6 million weighted average shares outstanding at March 31, 2020. The Company issued 37.3 million shares with the merger with CSFL in the second quarter of 2020.

Selected Figures and Ratios


	Three Months Ended
	March 31,
(Dollars in thousands)	2021			2020
Return on average assets (annualized)		1.56	%		0.60	%
Return on average equity (annualized)		12.71	%		4.15	%
Return on average tangible equity (annualized)*		21.16	%		8.35	%
Dividend payout ratio		22.72	%		65.70	%
Equity to assets ratio		11.88	%		13.95	%
Average shareholders’ equity	$	4,687,149		$	2,336,348

* - Denotes a non-GAAP financial measure. The section titled “Reconciliation of GAAP to non-GAAP” below provides a table that reconciles GAAP measures to non-GAAP measures.

●

For the three months ended March 31, 2021, return on average tangible equity increased to 21.16% compared to 8.35% for the same period in 2020. This increase was the result of an increase in net income, excluding amortization of intangibles, of $127.4 million, or 478% being greater than the increase in average tangible equity of $1.7 billion, or 129.9%, during the first quarter of 2021 compared to the same quarter in 2020. The increase in net income and increase in average tangible equity were both due to the merger with CSFL which occurred in the second quarter of 2020. The main reason for the more significant increase in net income was due to the provision for credit losses where we had a release of $58.4 million in the first quarter of 2021 compared to a provision of $36.5 million in the first quarter of 2020.

●

For the three months ended March 31, 2021, return on average assets was 1.56%, an increase from 0.60% for the three months ended March 31, 2020. This increase was due to the increase in net income of $122.8 million, or 509.5%, during the first quarter of 2021 being greater than the increase of 138.2% in average assets. The net income (merger expenses) and increase in average assets were both due to the merger with CSFL that occurred in early June 2020. The main reason for the more significant increase in net income was due to the provision for credit losses where we had a release of $58.4 million in the first quarter of 2021 compared to a provision of $36.5 million in the first quarter of 2020.

●

Equity to assets ratio was 11.88% for the three months ended March 31, 2021, a decrease from 13.95% for the three months ended March 31, 2020. The decrease from the comparable period in 2020 was due to the increase in total assets of 138.7% being greater than the increase in equity of 103.3%. Both the increase in assets and equity were due to the merger with CSFL in the second quarter of 2020.

●

Dividend payout ratio was 22.72% for the three months ended March 31, 2021, and decrease from 65.70% for the three months ended March 31, 2020. The decrease from the comparable period in 2020 reflects the increase of 509.5% in net income being greater than the 110.7% increase in cash dividends paid per common share. The dividend payout ratio is calculated by dividing total dividends paid during the quarter by the total net income reported for the same period.

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Net Interest Income and Margin

Non-TE net interest income increased $134.0 million or 104.7% to $262.0 million in the first quarter of 2021 compared to $128.0 million in the same period in 2020. Interest earning assets averaged $34.2 billion during the three months period ended March 31, 2021 compared to $14.0 billion for the same period in 2020, an increase of $20.2 billion or 143.8%. Interest bearing liabilities averaged $22.4 billion during the three months period ended March 31, 2021 compared to $10.2 billion for the same period in 2020, an increase of $12.2 billion or 120.2%. Some key highlights are outlined below:

Higher interest income by $130.7 million with increased interest income from acquired loans, non-acquired loans and investment securities by $99.0 million, $26.3 million and $4.2 million, respectively, due to increases in average balances, which were $9.8 billion, $3.3 billion and by $2.7 billion, respectively. The average balance of acquired loans increased primarily due to balances assumed from the merger with CSFL in the second quarter of 2020. The average balance of our non-acquired loan portfolio increased primarily through organic growth including PPP loans which averaged $1.1 billion in the first quarter of 2021. The average balance of investment securities increased through both the $1.2 billion in investment securities acquired in the merger with CSFL along with the Company’s decision to increase the investment portfolio due to the excess liquidity held through growth in deposits since the first quarter of 2020.

Lower interest expense of $3.3 million due to the lower rate environment in the first quarter of 2021 compared to the same period in 2020 as the average cost of funds declined 48 basis points. This decline due to lower cost was partially offset by increase in the average balances for interest-bearing liabilities of $12.2 million which was driven by an increase in interest-bearing deposits of $12.2 billion in the first quarter of 2021 compared to the same period in 2020. The increase in average interest-bearing deposits was mainly due to the $10.3 billion in interest-bearing deposits acquired in the merger with CSFL in June 2020.

Non-TE yield on interest-earning assets for the first quarter of 2021 decreased 93 basis points to 3.30% from the comparable period in 2020. The decline in yield on interest-earning assets was due to the falling interest rate environment resulting from the drops in the federal funds rate made by the Federal Reserve in March 2020 as well as a change in asset mix as the lower yielding federal funds sold, reverse repos and other interest-bearing deposits increased $4.2 billion in the first quarter of 2021 compared to the same period in 2020.

The average cost of interest-bearing liabilities for the first quarter of 2021 decreased 48 basis points from the same period in 2020. This decrease occurred in all deposit categories of funding and was due to the falling interest rate environment in the first quarter of 2020. Our overall cost of funds, including noninterest-bearing deposits, was 0.21% for the three months ended March 31, 2021 compared to 0.59% for the three months ended March 31, 2020.

The Non-TE net interest margin decreased by 57 basis points and the TE net interest margin decreased by 56 basis points in the first quarter of 2021 compared to the same quarter of 2020 due to the decline in the yield on interest earning assets of 93 basis points, which was only partially offset by the lower cost of interest-bearing liabilities of 48 basis points.

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The table below summarizes the analysis of changes in interest income and interest expense for the three months ended March 31, 2021 and 2020 and net interest margin on a tax equivalent basis.

Three Months Ended

March 31, 2021

March 31, 2020

Average

Interest

Average

Interest

Average

Balance

Earned/Paid

Yield/Rate

Balance

Earned/Paid

Yield/Rate

Interest-Earning Assets:

Federal funds sold, reverse repo, and time deposits

$ 4,757,717

$ 989

0.08%

$ 538,310

$ 1,452

1.08%

Investment securities (taxable) ⁽¹⁾

4,215,560

15,425

1.47%

1,851,052

11,915

2.59%

Investment securities (tax-exempt)

467,592

2,095

1.82%

171,674

1,399

3.28%

Loans held for sale

298,970

1,991

2.70%

41,812

331

3.18%

Acquired loans, net

11,768,952

134,762

4.64%

2,015,492

35,798

7.14%

Non-acquired loans

12,723,137

123,214

3.93%

9,424,184

96,905

4.14%

Total interest-earning assets

34,231,928

278,476

3.30%

14,042,524

147,800

4.23%

Noninterest-Earning Assets:

Cash and due from banks

379,675

243,919

Other assets

4,090,738

1,873,673

Allowance for non-acquired loan losses

(456,931)

(107,183)

Total noninterest-earning assets

4,013,482

2,010,409

Total Assets

$ 38,245,410

$ 16,052,933

Interest-Bearing Liabilities:

Transaction and money market accounts

$ 14,678,248

$ 5,387

0.15%

$ 5,976,771

$ 7,682

0.52%

Savings deposits

2,780,361

434

0.06%

1,323,770

650

0.20%

Certificates and other time deposits

3,672,818

5,436

0.60%

1,642,749

6,105

1.49%

Federal funds purchased and repurchase agreements

852,277

351

0.17%

328,372

615

0.75%

Corporate and subordinated debentures

390,043

4,870

5.06%

115,900

1,192

4.14%

Other borrowings

—

771,531

3,543

1.85%

Total interest-bearing liabilities

22,373,747

16,478

0.30%

10,159,093

19,787

0.78%

Noninterest-Bearing Liabilities:

Demand deposits

10,044,102

3,271,368

Other liabilities

1,140,412

286,124

Total noninterest-bearing liabilities ("Non-IBL")

11,184,514

3,557,492

Shareholders' equity

4,687,149

2,336,348

Total Non-IBL and shareholders' equity

15,871,663

5,893,840

Total liabilities and shareholders' equity

$ 38,245,410

$ 16,052,933

Net interest income and margin (Non-Tax Equivalent)

$ 261,998

3.10%

$ 128,013

3.67%

Net interest margin (Tax Equivalent)

3.12%

3.68%

Total Deposit Cost (without debt and other borrowings)

0.15%

0.46%

Overall Cost of Funds (including demand deposits)

0.21%

0.59%

(1)

Investment securities (taxable) include trading securities.

Investment Securities

Interest earned on investment securities was higher in the three months ended March 31, 2021 compared to the three months ended March 31, 2020. This is a result of the Bank carrying a higher average balance in investment securities in 2021 compared to the same periods in 2020. The average balance of investment securities for the three months ended March 31, 2021 increased $2.7 billion from the comparable period in 2020. With the excess liquidity from the growth in deposits during 2020 and the first three months of 2021, the Bank used a portion of the excess funds to strategically increase the size of its investment securities. The increase in the average balance was also due to the acquisition of CSFL’s investment portfolio of $1.2 billion in June 2020. The yield on the investment securities declined 113 basis points during the three months ended March 31, 2021 compared to the same periods in 2020 due to the falling interest rate environment resulting from the drop in the federal funds rate made by the Federal Reserve in March 2020 and the impact this reduction has on the rate earned on security purchases.

Loans

Interest earned on loans increased $125.3 million to $258.0 million in the first quarter of 2021 compared to the same quarter of 2020. Interest earned related to loans included loan accretion income recognized in the first quarter of

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2021 totaling $10.4 million compared to loan accretion income of $10.9 million in the first quarter of 2020, a decrease of $515,000. Some key highlights for the quarter ended March 31, 2021 are outlined below:

●

Our non-TE yield on total loans decreased 39 basis points in the first quarter of 2021 compared to the same period in 2020 while average total loans increased $13.1 billion or 114.1%, in the first quarter of 2021, as compared to the same period in 2020. The increase in average total loans was the result of 483.9% growth in the average acquired loan portfolio and 35.0% growth in the average non-acquired loan portfolio. The growth in the acquired loan portfolio was due to the addition of $13.0 billion in loans from the merger with CSFL. The growth in the non-acquired loan portfolio was due to normal organic growth and PPP loans.

●

The yield on the acquired loan portfolio decreased from 7.14% in the first quarter of 2020 to 4.64% in the same period in 2021. For the acquired loans, average balance increased by $9.8 billion and interest income increased by $99.0 million due to the loans acquired in the merger with CSFL, while the yield decreased by 250 basis points due to overall lower rate environment and the lower yielding PPP loans assumed from the merger with CSFL.

●

The yield on the non-acquired loan portfolio decreased from 4.14% in the first quarter of 2020 to 3.93% in the same period in 2021. Non-acquired loan yield declined by 21 basis points due to the low yielding PPP loans originated during the first quarter of 2021 and low interest rate environment. The most recent rate change by the Federal Reserve was the federal funds target rate drop by 150 basis points to a range of 0.00% to 0.25% in March 2020 in reaction to the COVID-19 pandemic. This effectively decreased the Prime Rate, the rate used in pricing a majority of our new originated loans.

Interest-Bearing Liabilities

The quarter-to-date average balance of interest-bearing liabilities increased $12.2 billion in the first quarter of 2021 compared to the same period in 2020 . Overall cost of funds, including demand deposits, decreased by 38 basis points to 0.21% in the first quarter of 2021, compared to the same period in 2020. Some key highlights for the quarter ended March 31, 2021 compared to the same period in 2020 include:

●

Increase in interest-bearing deposits of $12.2 billion and an increase in federal funds purchased, repurchase agreements and corporate and subordinated debt of $798.0 million. These increases were slightly offset by a decrease in other borrowings of $771.5 million.

●

Increase in average interest-bearing deposits is due to the acquisition of $10.3 billion in interest-bearing deposits from the CSFL merger during the second quarter of 2020. The increase in average federal funds purchased and repurchase agreements and the increase in average corporate and subordinated debt and other borrowings was also due to borrowings acquired in the merger with CSFL. The Company assumed $401.5 million in federal funds purchased and repurchase agreements and $271.5 million in subordinated debt and trust preferred debt from the merger in the second quarter of 2020. The decline in average other borrowings, consisting mostly of FHLB advances, was due to the Company making the strategic decision to payoff these borrowings in the fourth quarter of 2020.

●

The decline in interest expense of $3.3 million in the first quarter of 2021 compared to the same period in 2020 was driven by lower cost on overall interest bearing liabilities, especially on interest bearing deposits. The cost on interest-bearing deposits was 0.22% for the first quarter of 2021 compared to 0.65% for the same period in 2020. The decline in cost related to deposits was due to the falling interest rate environment resulting from the drops in the federal funds rate made by the Federal Reserve in March 2020. These changes resulted in a 48 basis point decrease in the average rate on all interest-bearing liabilities from 0.78% to 0.30% for the three months ended March 31, 2021.

We continue to monitor and adjust rates paid on deposit products as part of our strategy to manage our net interest margin. Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, and other borrowings. Interest-bearing transaction accounts include NOW, HSA, IOLTA, and Market Rate checking accounts.

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Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. Average noninterest-bearing deposits increased $6.8 billion, or 207.0%, to $10.0 billion in the first quarter of 2021 compared to $3.3 billion during the same period in 2020. This increase in both period end and average assets was mainly due to the noninterest-bearing deposits of $5.3 billion assumed from the merger with CSFL in June 2020.

Noninterest Income

Noninterest income provides us with additional revenues that are significant sources of income. For the three months ended March 31, 2021 and 2020, noninterest income comprised 26.9%, and 25.6%, respectively, of total net interest income and noninterest income.


	Three Months Ended
(Dollars in thousands)	2021		2020
Service charges on deposit accounts	$	16,094	$	12,304
Debit, prepaid, ATM and merchant card related income		9,188		5,837
Mortgage banking income		26,880		14,647
Trust and investment services income		8,578		7,389
Correspondent banking and capital market income		28,748		494
Bank owned life insurance income		3,300		2,530
Other		3,497		931
Total noninterest income	$	96,285	$	44,132

Noninterest income increased by $52.2 million, or 118.2%, during the first quarter of 2021 compared to the same period in 2020. This quarterly change in total noninterest income primarily resulted from the following:

●

Service charges on deposit accounts and debit, prepaid, ATM and merchant card related income were higher in the first quarter of 2021 by $3.8 million and $3.4 million, respectively, than the same quarter in 2020, due primarily to the increase in customers and activity through the merger with CSFL during the second quarter of 2020. The increase in service charges on deposit accounts was mainly driven by an increase in service charge maintenance fees on checking accounts and an increase in net NSF income. The increase in debit, prepaid, ATM and merchant card related income was mainly driven by higher debit card and merchant card income.

●

Mortgage banking income increased by $17.5 million, or 83.5%, which was comprised of $17.5 million, or 194.2%, increase from mortgage income in the secondary market, partially offset by a $5.3 million, or 94.5%, decrease from mortgage servicing related income, net of the hedge. The increase in mortgage income in the secondary market was directly attributable to the increase in volume resulting from the low interest rate environment brought on by the pandemic and monetary policy of the US Government during 2020 along with the increase in volume due to the merger with CSFL. The increase in mortgage income from the secondary market in 2021 comprised of a $22.1 million increase in the gain on sale of mortgage loans to $26.7 million in the first quarter of 2021, which is net of the increase in commission expense related to mortgage production of $6.5 million to $8.2 million in the first quarter of 2021. This increase was offset by a $4.6 million decline in the change in fair value of the pipeline, loans held for sale and MBS forward trades. The decrease in mortgage servicing related income, net of the hedge in 2021 was due to a $6.4 million decrease in the change in fair value of the MSR including decay partially offset by a $1.1 million increase from servicing fee income.

●

The merger with CSFL resulted in a significant increase in correspondent banking and capital markets income, of which approximately $7.5 million was attributable to the Duncan-Williams merger completed on February 1, 2021. The income for 2021 increased by $28.3 million. The income from this business includes commissions earned on fixed income security sales, fees from hedging services, loan brokerage fees and consulting fees for services related to these activities.

●	Other income increased by $2.6 million mainly due to the merger with CSFL in the second quarter of 2020. This increase was mainly due to increases in SBA loan servicing fees and gains on sale of SBA loans of $2.5 million.

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Noninterest Expense


	Three Months Ended
(Dollars in thousands)	2021		2020
Salaries and employee benefits	$	140,361	$	60,978
Occupancy expense		23,331		12,287
Information services expense		18,789		9,306
OREO expense and loan related		1,002		587
Amortization of intangibles		9,164		3,007
Business development and staff related expense		3,371		2,244
Supplies and printing		1,099		463
Postage expense		1,571		1,042
Professional fees		3,274		2,494
FDIC assessment and other regulatory charges		3,771		2,058
Advertising and marketing		1,740		814
Merger and branch consolidation related expense		10,009		4,129
Other		11,229		7,838
Total noninterest expense	$	228,711	$	107,247

Noninterest expense increased by $121.5 million, or 113.3%, in the first quarter of 2021 as compared to the same period in 2020. The quarterly increase in total noninterest expense primarily resulted from the following:

●

Salaries and employee benefits expense increased by $79.4 million, or 130.2%, in the first quarter of 2021 compared to the same period in 2020. This increase was mainly attributable to an increase in all categories of salaries and benefits due to the increase in employees through the merger with CSFL in June 2020. Full time equivalent employees increased 101.7% to 5,210 at March 31, 2021 through the merger with CSFL from 2,583 at March 31, 2020. In addition, we recorded a total of $11.3 million in commission expense during the current quarter, compared to $89,000 during the first quarter of 2020.

●

An increase in merger-related and branch consolidation related expense of $5.9 million compared to the first quarter of 2020. The costs in the first quarter of 2021 and 2020 were both primarily related to the merger with CSFL. The costs in the first quarter of 2021 also consisted of branch consolidation costs along with costs related to the DWI acquisition.

●

Occupancy and information services expense increased $11.0 million or 89.9% and $9.5 million or 101.9%, respectively. This increase was related to the additional cost associated with facilities, employees and systems added through our merger with CSFL. Our number of branches increased by 129, or 81.3% from 155 at March 31, 2020 to 281 at March 31, 2021.

●

Amortization of intangibles increased $6.2 million, or 204.8%. This increase was due to the merger with CSFL which resulted in the Company recording a core deposit intangible asset of $125.9 million and a correspondent banking customer intangible asset of $10.0 million in the second quarter of 2020.

●	The increases in the other line items is mainly related to the increase in costs associated with the addition of CSFL operations with the merger in the second quarter of 2020.

Income Tax Expense

Our effective tax rate was 21.83% for the three months ended March 31, 2021 compared to 15.00% for the three months ended March 31, 2020. The increase in the effective tax rate for the quarter was driven by increased pre-tax book income in the current quarter compared to the same period of 2020. The increase in pre-tax book income was a result of the combined incomes of South State and CenterState subsequent to the merger that closed June 7, 2020. Pre-tax book income was also higher compared to the first quarter of 2020 due to a release in the allowance for credit losses of $59.6 million in the current quarter. An additional allowance for credit losses of $36.5 million was recorded in the first quarter of 2020 as a result of the COVID-19 pandemic. The increase in pre-tax book income for the quarter was partially offset by an increase in federal estimates associated with tax credits and tax-exempt interest income compared to the first quarter of 2020.

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Analysis of Financial Condition

Summary

Our total assets increased approximately $1.9 billion, or 5%, from December 31, 2020 to March 31, 2021, to approximately $39.7 billion. Within total assets, cash and cash equivalents increased $1.4 billion, or 29.6%, investment securities increased $820.6 million, or 18.4%, and loans decreased $173,000, or 0.7%, during the period. Within total liabilities, deposit growth was $1.7 billion, or 5.7%, and fed funds purchased and securities sold under agreements to repurchased growth was $98.9 million, or 12.7%. Total shareholder’s equity increased $71.9 million, or 1.5%. Our loan to deposit ratio was 75% and 80% at March 31, 2021 and December 31, 2020, respectively.

Investment Securities

We use investment securities, our second largest category of earning assets, to generate interest income through the deployment of excess funds, provide liquidity, fund loan demand or deposit liquidation, and pledge as collateral for public funds deposits, repurchase agreements and as collateral for derivative exposure. At March 31, 2021, investment securities totaled $5.3 billion, compared to $4.4 billion at December 31, 2020, an increase of $820.6 million, or 18.5%. We continue to increase our investment securities strategically primarily with excess funds due to continued deposit growth and slow loan demand. During the three months ended March 31, 2021, we purchased $1.1 billion of securities, $276.7 million classified as held to maturity and $850.6 million classified as available for sale. These purchases were partially offset by maturities, paydowns, and calls of investment securities totaling $234.6 million. Net amortization of premiums were $9.5 million in the first three months of 2021. The decrease in fair value in the available for sale investment portfolio in the first three months of 2021 compared to December 31, 2020 was mainly due to an increase in short and long term interest rates during the three months ended March 31, 2021.

The following is the combined amortized cost and fair value of investment securities available for sale and held for maturity, aggregated by credit quality indicator:


					Unrealized
	Amortized		Fair		Net Gain						BB or
(Dollars in thousands)	Cost		Value		(Loss)		AAA - A		BBB		Lower		Not Rated
March 31, 2021
U.S. Government agencies	$	74,988	$	71,622	$	(3,366)	$	74,988	$	—	$	—	$	—
Residential mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		2,310,035		2,278,633		(31,402)		—		—		—		2,310,035
Residential collateralized mortgage-obligations issued by U.S. government
agencies or sponsored enterprises		781,738		785,249		3,511		98		—		—		781,640
Commercial mortgage-backed securities issued by U.S. government
agencies or sponsored enterprises		832,484		825,253		(7,231)		13,814		—		—		818,670
State and municipal obligations		589,954		596,103		6,149		588,402		—		—		1,552
Small Business Administration loan-backed securities		504,210		501,706		(2,504)		504,210		—		—		—
Corporate securities		13,549		13,686		137		—		—		—		13,549
	$	5,106,958	$	5,072,252	$	(34,706)	$	1,181,512	$	—	$	—	$	3,925,446

* Agency mortgage-backed securities (“MBS”), agency collateralized mortgage-obligations (CMO) and agency commercial mortgage-backed securities (“CMBS”) are guaranteed by the issuing government-sponsored enterprise (“GSE”) as to the timely payments of principal and interest. Except for Government National Mortgage Association securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty. While the rating agencies have not rated any of the MBS, CMO and CMBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.” Most market participants consider agency MBS, CMOs and CMBSs as carrying an implied Aaa rating (S&P rating of AA+) because of the guarantees of timely payments and selection criteria of mortgages backing the securities. We do not own any private label mortgage-backed securities. The balances presented under the ratings above reflect the amortized cost of the investment securities.

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At March 31, 2021, we had 217 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $79.2 million. At December 31, 2020, we had 86 investment securities (including both available for sale and held to maturity) in an unrealized loss position, which totaled $5.3 million. The total number of investment securities with an unrealized loss position increased by 131 securities, while the total dollar amount of the unrealized loss increased by $73.9 million. The increase in both the number of investment securities in a loss position and the total unrealized loss from December 31, 2020 is due to an increase in short and long term interest rates during the first three months of 2021.

All investment securities in an unrealized loss position as of March 31, 2021 continue to perform as scheduled. We have evaluated the cash flows and determined that all contractual cash flows should be received; therefore impairment is temporary because we have the ability to hold these securities within the portfolio until the maturity or until the value recovers, and we believe that it is not likely that we will be required to sell these securities prior to recovery. We continue to monitor all of our securities with a high degree of scrutiny. There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of its securities may be sold or would require a charge to earnings as a provision for credit losses in such periods. Any charges as a provision for credit losses related to investment securities could impact cash flow, tangible capital or liquidity. See Note 2 – Summary of Significant Account Policies and Note 5 – Investment securities for further discussion on the application of ASU 2016-13 on the investment securities portfolio.

As securities held for investment are purchased, they are designated as held to maturity or available for sale based upon our intent, which incorporates liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements. Although securities classified as available for sale may be sold from time to time to meet liquidity or other needs, it is not our normal practice to trade this segment of the investment securities portfolio. While Management generally holds these assets on a long-term basis or until maturity, any short-term investments or securities available for sale could be converted at an earlier point, depending partly on changes in interest rates and alternative investment opportunities.

Other Investments

Other investment securities include primarily our investments in FHLB and FRB stock with no readily determinable market value. Accordingly, when evaluating these securities for impairment, Management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. As of March 31, 2021, we determined that there was no impairment on our other investment securities. As of March 31, 2021, other investment securities represented approximately $161.5 million, or 0.41% of total assets and primarily consists of FHLB and FRB stock which totals $146.0 million, or 0.37% of total assets. There were no gains or losses on the sales of these securities for the three months ended March 31, 2021 and 2020, respectively.

Trading Securities

Through its Correspondent Banking Department and its wholly-owned broker dealer Duncan-Williams Inc., the Company will occasionally purchase trading securities and subsequently sell them to their customers to take advantage of market opportunities, when presented, for short-term revenue gains. Securities purchased for this portfolio are primarily municipals, treasuries and mortgage-backed agency securities and are held for short periods of time. This portfolio is carried at fair value and realized and unrealized gains and losses are included in trading securities revenue, a component of Correspondent Banking and Capital Market Income in our Consolidated Statements of Net Income. At March 31, 2021, we had $83.9 million of trading securities.

Loans Held for Sale

The balance of mortgage loans held for sale increased $62.5 million from December 31, 2020 to $353.0 million at March 31, 2021. This increase was due to pending loan sales, which generally settle within 15 to 45 days.

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Loans

The following table presents a summary of the loan portfolio by category (excludes loans held for sale):



LOAN PORTFOLIO (ENDING BALANCE)	March 31,		% of		December 31,		% of
(Dollars in thousands)	2021		Total		2020		Total
Acquired loans:
Acquired - non-purchased credit deteriorated loans:
Construction and land development	$	334,495	1.4	%	$	503,849	2.0	%
Commercial non-owner occupied		2,337,495	9.5	%		2,470,402	10.0	%
Commercial owner occupied real estate		1,762,063	7.2	%		1,823,209	7.4	%
Consumer owner occupied		1,326,185	5.4	%		1,424,655	5.8	%
Home equity loans		576,007	2.4	%		643,009	2.6	%
Commercial and industrial		1,657,827	6.8	%		2,112,514	8.6	%
Other income producing property		253,639	1.0	%		274,165	1.1	%
Consumer non real estate		185,949	0.8	%		206,812	0.8	%
Other		253	-	%		254	-	%
Total acquired - non-purchased credit deteriorated loans		8,433,913	34.5	%		9,458,869	38.3	%
Acquired - purchased credit deteriorated loans (PCD):
Construction and land development		81,890	0.3	%		115,146	0.5	%
Commercial non-owner occupied		1,074,398	4.4	%		1,159,518	4.7	%
Commercial owner occupied real estate		713,338	2.9	%		752,290	3.1	%
Consumer owner occupied		443,080	1.8	%		476,969	1.9	%
Home equity loans		77,546	0.3	%		84,514	0.3	%
Commercial and industrial		157,787	0.6	%		178,907	0.7	%
Other income producing property		58,649	0.2	%		68,177	0.3	%
Consumer non real estate		73,778	0.4	%		80,288	0.3	%
Other		-	-	%		-	-	%
Total acquired - purchased credit deteriorated loans (PCD)		2,680,466	10.9	%		2,915,809	11.8	%
Total acquired loans		11,114,379	45.4	%		12,374,678	50.1	%
Non-acquired loans:
Construction and land development		1,472,516	6.0	%		1,280,071	5.2	%
Commercial non-owner occupied		2,514,560	10.3	%		2,301,403	9.3	%
Commercial owner occupied real estate		2,351,250	9.6	%		2,266,593	9.2	%
Consumer owner occupied		2,257,244	9.2	%		2,206,418	8.9	%
Home equity loans		633,535	2.6	%		609,166	2.5	%
Commercial and industrial		3,271,802	13.4	%		2,755,726	11.2	%
Other income producing property		250,839	1.0	%		245,106	1.0	%
Consumer non real estate		620,407	2.5	%		607,234	2.5	%
Other		4,933	-	%		17,739	0.1	%
Total non-acquired loans		13,377,086	54.6	%		12,289,456	49.9	%
Total loans (net of unearned income)	$	24,491,465	100.0	%	$	24,664,134	100.0	%

Total loans, net of deferred loan costs and fees (excluding mortgage loans held for sale), decreased by $172.7 million, or 0.7%, to $24.5 billion at March 31, 2021. Our non-acquired loan portfolio increased by $1.1 billion, or 35.9% annualized, driven by growth in all categories except other loans. Commercial and industrial loans and commercial non-owner occupied loans led the way with $516.1 million and $212.2 million in quarterly loan growth, respectively, or 75.9% and 37.6% annualized growth, respectively. The acquired loan portfolio decreased by $1.3 billion, or 41.3% annualized, from paydowns and payoffs in both the PCD and NonPCD loan categories. Acquired loans as a percentage of total loans decreased to 45.4% and non-acquired loans as a percentage of the overall portfolio increased to 54.6% at March 31, 2021.

Allowance for Credit Losses (“ACL”)

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amount needed to adjust the ACL for Management’s current estimate of expected credit losses. The Company’s ACL is calculated using collectively evaluated and individually evaluated loans.

As stated above, Management evaluates the appropriateness of the reasonable and supportable forecast scenarios and takes into consideration the scenarios in relation to actual economic and other data (such as COVID-19 epidemiological data and federal stimulus), as well as the volatility and magnitude of changes within those scenarios quarter over quarter. The current environment has brought increased volatility in economic forecasts. During the fourth quarter, Management used a blended forecast scenario (two-thirds baseline and one-third more severe scenario) to determine the allowance for credit losses as of December 31, 2020. Rapidly changing macroeconomic variables challenges the ability of the forecasts to assimilate and reflect most recent data, and uncertainties persist around the future path of those variables, given the speed and magnitude of the monthly and quarterly shifts. While the recent forecasts were significantly revised upward, given the uncertain path of economic recovery and efforts to contain the spread of COVID-19, it is possible that future forecasts are overly optimistic, and therefore forecast volatility should be considered. As such, Management adjusted the blended forecast scenario to an equal weight between baseline and the more adverse scenario during the current quarter to determine the allowance for credit losses as of March 31, 2021 resulting in a release of approximately $58 million. If the economic forecast weighting had not been adjusted, this would have resulted in an additional release of approximately $35 million, which Management did not deem appropriate given the uncertainty around COVID-19 and the speed of economic recovery.

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the credit environment and make adjustments to this threshold in the future if warranted. Based on the threshold above, consumer financial assets will generally remain in pools unless they meet the dollar threshold. The expected credit losses on individually-evaluated loans will be estimated based on discounted cash flow analysis unless the loan meets the criteria for use of the fair value of collateral, either by virtue of an expected foreclosure or through meeting the definition of collateral-dependent. Financial assets that have been individually evaluated can be returned to a pool for purposes of estimating the expected credit loss insofar as their credit profile improves and that the repayment terms were not considered to be unique to the asset.

A restructuring that results in only a delay in payments that is insignificant is not considered an economic concession. In accordance with the CARES Act, the Company implemented loan modification programs in response to the COVID-19 pandemic in order to provide borrowers with flexibility with respect to repayment terms. The Company’s payment relief assistance includes forbearance, deferrals, extension and re-aging programs, along with certain other modification strategies. The Company elected the accounting policy in the CARES Act to not apply TDR accounting to loans modified for borrowers impacted by the COVID-19 pandemic if the concession met the criteria as defined under the CARES Act.

For purchased credit-deteriorated, otherwise referred to herein as PCD, assets are defined as acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company’s assessment. The Company records PCD loans by adding the expected credit losses (i.e., allowance for credit losses) to the purchase price of the financial assets rather than recording through the provision for credit losses in the income statement. The expected credit loss, as of the acquisition day, of a PCD loan is added to the allowance for credit losses. The non-credit discount or premium is the difference between the unpaid principal balance and the amortized cost basis as of the acquisition date. Subsequent to the acquisition date, the change in the ACL on PCD loans is recognized through the provision for credit losses. The non-credit discount or premium is accreted or amortized, respectively, into interest income over the remaining life of the PCD loan on a level-yield basis. In accordance with the transition requirements within the standard, the Company’s acquired credit-impaired loans (i.e., ACI or Purchased Credit Impaired) were treated as PCD loans.

The Company has a variety of assets that have a component that qualifies as an off-balance sheet exposure. These primarily include undrawn portions of revolving lines of credit and standby letters of credit. The expected losses associated with these exposures within the unfunded portion of the expected credit loss will be recorded as a liability on the balance sheet with an offsetting income statement expense. Management has determined that a majority of the Company’s off-balance-sheet credit exposures are not unconditionally cancellable. As part of the new combined ACL methodology implemented during the current year, Management completed a funding study based on historical data to estimate the percentage of unfunded loan commitments that will ultimately be funded to calculate the reserve for unfunded commitments. Management applied this funding rate, along with the loss factor rate determined for each pooled loan segment, to unfunded loan commitments, excluding unconditionally cancellable exposures and letters of credit, to arrive at the reserve for unfunded loan commitments. Prior to the third quarter, the Company applied a utilization rate instead of a funding rate to the South State legacy portfolio to determine the reserve for unfunded

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commitments. As of March 31, 2021, the liability recorded for expected credit losses on unfunded commitments was $35.8 million. The current adjustment to the ACL for unfunded commitments is recognized through the provision for credit losses in the Condensed Consolidated Statements of Income.

With the adoption of ASU 2016-13 on January 1, 2020, the Company changed its method for calculating it’s allowance for loans from an incurred loss method to a life of loan method. See Note 2 – Significant Accounting Policies and Note 7 – Allowance for Credit Losses for further details. As of March 31, 2021, the balance of the ACL was $406.5 million or 1.66% of total loans. The ACL decreased $50.8 million from the balance of $457.3 million recorded at December 31, 2020. This decrease during the first quarter of 2021 included a $50.9 million release or decline in the provision for credit losses partially offset by $21,000 in net recoveries. In the first quarter of 2021, with the improvement in the economy and the increased availability of the COVID-19 vaccine, the Company began to release some of this allowance for credit losses based on improvements in forecasts. For the prior comparative period, the ACL increased $33.4 million to $144.8 million from the balance of $111.4 million recorded at adoption of the CECL standard as of January 1, 2020. This increase included a $34.7 million provision of credit losses during the first quarter of 2020 and net charge offs during the first quarter of 2020 of $1.3 million. The significant provision in the first quarter 2020 was due to the impact of the COVID-19 pandemic being modeled in the forecasted loss period and macroeconomic assumptions in the first quarter of 2020.

At March 31, 2021, the Company had a reserve on unfunded commitments of $35.8 million which was recorded as a liability on the Balance Sheet, compared to $43.4 million at December 31, 2020. During three months ended March 31, 2021, the Company had a release of allowance or negative provision for credit losses on unfunded commitments of $7.6 million. With the improvement in the economy and the increased availability of the COVID-19 vaccine, the Company began to release some of this allowance for credit losses based on improvements in forecasts. This amount was recorded in the (recovery) provision for credit losses on the Condensed Consolidated Statements of Income. For the prior comparative period, the Company had a reserve on unfunded commitments of $8.6 million recorded at March 31, 2020. With the adoption of ASU 2016-13 on January 1, 2020, the Company increased its reserve on unfunded commitments by $6.5 million. During the first quarter of 2020, the provision for credit losses on unfunded commitments was $1.8 million. The Company did not have an allowance for credit losses or record a provision for credit losses on investment securities or other financials asset during the first three months of 2021 or 2020.

At March 31, 2021, the allowance for credit losses was $406.5 million, or 1.66%, of period-end loans. The ACL provides 4.02 times coverage of nonperforming loans at March 31, 2021. Net recoveries to the total average loans during three months ended March 31, 2021 were 0.00%. We continued to show solid and stable asset quality numbers and ratios as of March 31, 2021. The following table provides the allocation, by segment, for expected credit losses. Because PPP loans are government guaranteed and management implemented additional reviews and procedures to help mitigate potential losses, Management does not expect to recognize credit losses on this loan portfolio and as a result, did not record an ACL for PPP loans within the C&I loan segment presented in the table below.

The following table provides the allocation, by segment, for expected credit losses.


	March 31, 2021
(Dollars in thousands)	Amount		%*
Residential Mortgage Senior	$	63,042	18.5	%
Residential Mortgage Junior		1,190	0.1	%
Revolving Mortgage		16,003	5.9	%
Residential Construction		3,892	2.3	%
Other Construction and Development		55,337	6.1	%
Consumer		27,883	3.9	%
Multifamily		5,884	1.6	%
Municipal		1,544	2.9	%
Owner Occupied Commercial Real Estate		90,660	21.4	%
Non Owner Occupied Commercial Real Estate		107,559	25.8	%
Commercial and Industrial		33,466	11.7	%
Total	$	406,460	100.0	%

* Loan balance in each category expressed as a percentage of total loans excluding PPP loans.

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The following table presents a summary of the changes in the ACL, for three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021						2020

	Non-PCD		PCD				Non-PCD		PCD
(Dollars in thousands)	Loans		Loans		Total		Loans		Loans		Total
Balance at beginning of period	$	315,470	$	141,839	$	457,309	$	56,927	$	—	$	56,927
Adjustment for implementation of CECL		—		—		—		51,030		3,408		54,438
Loans charged-off		(2,517)		(857)		(3,374)		(2,331)		(892)		(3,223)
Recoveries of loans previously charged off		1,980		1,415		3,395		840		1,069		1,909
Net (charge-offs) recoveries		(537)		558		21		(1,491)		177		(1,314)
(Recovery) provision for credit losses		(30,676)		(20,194)		(50,870)		30,910		3,824		34,734
Balance at end of period	$	284,257	$	122,203	$	406,460	$	137,376	$	7,409	$	144,785

Total loans, net of unearned income:
At period end	$	24,491,465					$	11,506,890
Average		24,492,089						11,439,676
Net (recoveries) charge-offs as a percentage of average loans (annualized)		(0.00)	%					0.05	%
Allowance for credit losses as a percentage of period end loans		1.66	%					1.26	%
Allowance for credit losses as a percentage of period end non-performing loans (“NPLs”)		402.20	%					255.34	%

Nonperforming Assets (“NPAs”)

The following table summarizes our nonperforming assets for the past five quarters:


	March 31,			December 31,			September 30,			June 30,			March 31,
(Dollars in thousands)	2021			2020			2020			2020			2020
Non-acquired:
Nonaccrual loans	$	16,956		$	16,035		$	18,078		$	19,011		$	19,773
Accruing loans past due 90 days or more		853			9,586			636			419			119
Restructured loans - nonaccrual		3,225			3,550			3,749			3,453			4,020
Total non-acquired nonperforming loans		21,034			29,171			22,463			22,883			23,912
Other real estate owned (“OREO”) (2) (6)		490			552			726			1,181			784
Other nonperforming assets (3)		164			136			99			508			157
Total non-acquired nonperforming assets		21,688			29,859			23,288			24,572			24,853
Acquired:
Nonaccrual loans (1)		79,919			75,603			89,067			99,346			32,548
Accruing loans past due 90 days or more		105			2,065			907			1,053			243
Total acquired nonperforming loans		80,024			77,668			89,974			100,399			32,791
Acquired OREO and other nonperforming assets:
Acquired OREO (2) (7)		10,981			11,362			12,754			16,836			6,648
Other acquired nonperforming assets (3)		311			206			150			151			154
Total acquired nonperforming assets		11,292			11,568			12,904			16,987			6,802
Total nonperforming assets	$	113,004		$	119,095		$	126,166		$	141,958		$	64,446

Excluding Acquired Assets
Total nonperforming assets as a percentage of total loans and repossessed assets (4)		0.16	%		0.24	%		0.20	%		0.23	%		0.26	%
Total nonperforming assets as a percentage of total assets (5)		0.05	%		0.08	%		0.06	%		0.07	%		0.15	%
Nonperforming loans as a percentage of period end loans (4)		0.16	%		0.24	%		0.19	%		0.22	%		0.25	%

Including Acquired Assets
Total nonperforming assets as a percentage of total loans and repossessed assets (4)		0.46	%		0.48	%		0.50	%		0.56	%		0.56	%
Total nonperforming assets as a percentage of total assets		0.28	%		0.32	%		0.33	%		0.38	%		0.39	%
Nonperforming loans as a percentage of period end loans (4)		0.41	%		0.43	%		0.45	%		0.48	%		0.49	%

(1)	Includes nonaccrual loans that are purchase credit deteriorated (PCD loans).

(2)	Excludes certain real estate acquired as a result of foreclosure and property not intended for bank use.

(3)	Consists of non-real estate foreclosed assets, such as repossessed vehicles.

(4)	Loan data excludes mortgage loans held for sale.

(5)	For purposes of this calculation, total assets include all assets (both acquired and non-acquired).

(6)	Excludes non-acquired bank premises held for sale of $1.9 million, $2.2 million, $2.3 million, $2.0 million and $2.7 million as of March 31, 2021, December 31, 2020, December 31, 2020, March 31, 2020, March 31, 2020, respectively, that is now separately disclosed on the balance sheet.

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(7)

Excludes acquired bank premises held for sale of $29.3 million, $33.8 million, $22.2 million, $23.5 million and $2.7 million as of March 31, 2021, December 31, 2020, September 30, 2020, June 30, 2020, December 31, 2020 and March 31, 2020, respectively, that is now separately disclosed on the balance sheet.

Total nonperforming assets were $113.0 million, or 0.46% of total loans and repossessed assets, at March 31, 2021, a decrease of $6.1 million, or 5.1%, from December 31, 2020. Total nonperforming loans were $101.1 million, or 0.41%, of total loans, at March 31, 2021, a decrease of $5.8 million, or 5.4%, from December 31, 2020. Non-acquired nonperforming loans declined by $8.1 million from December 31, 2020. The decline in non-acquired nonperforming loans was driven primarily by a decline in accruing loans past due 90 days or more of $8.7 million, a decrease in restructured nonaccrual loans of $325,000, offset by an increase in primarily commercial nonaccrual loans of $929,000. The accruing loans past due 90 days or more at December 31, 2020 were a group of similar loans that were deemed to be low risk and almost all of these loans were brought current in January 2021. Acquired nonperforming loans increased $2.4 million from December 31, 2020. The increase in the acquired nonperforming loan balances was due to an increase in nonaccrual loans of $4.3 million, offset by a decline in restructured nonaccrual loans of $2.0 million.

At March 31, 2021, OREO totaled $11.5 million, which included $0.5 million in non-acquired OREO and $11.0 million in acquired OREO. Total OREO decreased $443,000 from December 31, 2020. At March 31, 2021, non-acquired OREO consisted of 4 properties with an average value of $122,000. This compared to 7 properties with an average value of $79,000 at December 31, 2020. In the first quarter of 2021, we added 2 new properties into non-acquired OREO with an aggregate value of $299,000 and we sold 5 properties with an aggregate value of $362,000. On the properties sold we recorded a net gain of $19,000. At March 31, 2021, acquired OREO consisted of 37 properties with an average value of $297,000. This compared to 35 properties with an average value of $325,000 at December 31, 2020. In the first quarter of 2021, we added 12 new properties into acquired OREO with an aggregate value of $1.3 million and sold 10 properties with an aggregate value of $1.3 million during the current quarter. On the properties sold, we recorded a net gain of $356,000.

Nonperforming assets have been reduced by former bank property held for sale. Prior to the merger with CSFL, the Company included this information in nonperforming assets but is now reported as a separate item on the balance sheet. All periods have been reclassified to reflect this change.

Potential Problem Loans

Potential problem loans, which are not included in nonperforming loans, related to non-acquired loans were approximately $3.2 million, or 0.02%, of total non-acquired loans outstanding, at March 31, 2021, compared to $5.9 million, or 0.05%, of total non-acquired loans outstanding, at December 31, 2020. Potential problem loans related to acquired loans totaled $13.0 million, or 0.12%, of total acquired loans outstanding, at March 31, 2021, compared to $13.4 million, or 0.11% of total acquired loans outstanding, at December 31, 2020. All potential problem loans represent those loans where information about possible credit problems of the borrowers has caused Management to have serious concern about the borrower’s ability to comply with present repayment terms.

Interest-Bearing Liabilities

Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, securities sold under agreements to repurchase and other borrowings. Interest-bearing transaction accounts include NOW, HSA, IOLTA, and Market Rate checking accounts.

Total deposits increased $1.7 billion or 23.1% annualized to $32.4 billion at March 31, 2021 from $30.7 billion at December 31, 2020. We continue to focus on increasing core deposits (excluding certificates of deposits and other time deposits), which increased $2.0 billion in the first quarter of 2021 as these funds are normally lower cost funds. Federal funds purchased related to the correspondent bank division and repurchase agreements were $878.8 million at March 31, 2021 up $98.9 million from December 31, 2020. Some key highlights are outlined below:

●

Interest-bearing deposits increased $657.1 million to $21.6 billion at March 31, 2021 from the period end balance at December 31, 2020 of $21.0 billion. Average interest-bearing deposits increased $620.5 million to $21.1 billion from the quarter ended December 31, 2020 to the quarter ended March 31, 2021. The increase from December 31, 2020 was driven by an increase in interest-bearing transactional accounts including money

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markets of $713.2 million, and savings of $212.7 million, partially offset by a decline in certificate of deposits of $268.9 million.

Noninterest-Bearing Deposits

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds. At March 31, 2021, the period end balance of noninterest-bearing deposits was $10.8 billion, which increased from the December 31, 2020 balance by $1.1 billion. We continue to focus on increasing the noninterest-bearing deposits to try and limit our funding costs. This increase was also partially driven by the federal government stimulus programs in the first quarter 2021 which pushed funds into the economy.

Capital Resources

Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends. As of March 31, 2021, shareholders’ equity was $4.7 billion, an increase of $71.9 million, or 1.5%, from December 31, 2020. The change from year-end was mainly attributable to the increase in equity through net income less dividends paid and a decline in the unrealized gain (loss) in investment securities available for sale. The following table shows the changes in shareholders’ equity during 2021.


Total shareholders' equity at December 31, 2020	$	4,647,880
Net income		146,949
Dividends paid on common shares ($0.47 per share)		(33,380)
Dividends paid on restricted stock units		(68)
Net decrease in market value of securities available for sale, net of deferred taxes		(48,620)
Stock options exercised		1,771
Equity based compensation		6,092
Common stock repurchased - equity plans		(804)
Total shareholders' equity at March 31, 2021	$	4,719,820

In June 2019, our Board of Directors announced the authorization for the repurchase of up to an additional 2,000,000 shares of our common stock under our 2019 Repurchase Program. Through December 31, 2020 we had repurchased 1,485,000 of the shares authorized. In January 2021, the Board of Directors of the Company approved the authorization of a new 3,500,000 share Company stock repurchase plan (the “New Repurchase Program”), which replaced in its entirety the revised 2019 Repurchase Program. Our Board of Directors approved the new plan after considering, among other things, our liquidity needs and capital resources as well as the estimated current value of our net assets. The number of shares to be purchased and the timing of the purchases are based on a variety of factors, including, but not limited to, the level of cash balances, general business conditions, regulatory requirements, the market price of our common stock, and the availability of alternative investment opportunities. As of March 31, 2021, we have not repurchased any shares of the 3,500,000 shares authorized for repurchase under the New Repurchase Program.

Specifically, we are required to maintain the following minimum capital ratios:

●a CET1, risk-based capital ratio of 4.5%;

●a Tier 1 risk-based capital ratio of 6%;

●a total risk-based capital ratio of 8%; and

●a leverage ratio of 4%.

Under the current capital rules, Tier 1 capital includes two components: CET1 capital and additional Tier 1 capital. The highest form of capital, CET1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, otherwise referred to as AOCI, and limited amounts of minority

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interests that are in the form of common stock. Additional Tier 1 capital is primarily comprised of noncumulative perpetual preferred stock, Tier 1 minority interests and grandfathered trust preferred securities (as discussed below). Tier 2 capital generally includes the allowance for loan losses up to 1.25% of risk-weighted assets, qualifying preferred stock, subordinated debt and qualifying tier 2 minority interests, less any deductions in Tier 2 instruments of an unconsolidated financial institution. Cumulative perpetual preferred stock is included only in Tier 2 capital, except that the capital rules permit bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 Capital (but not in CET1 capital), subject to certain restrictions. With the merger with CSFL during the second quarter of 2020, the Company’s $115.0 million in trust preferred securities no longer qualifies for Tier 1 capital and is now only included in Tier 2 capital for regulatory capital calculations. AOCI is presumptively included in CET1 capital and often would operate to reduce this category of capital. When the current capital rules were first implemented, the Bank exercised its one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI, allowing us to retain our pre-existing treatment for AOCI.

In order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital), resulting in the following effective minimum capital plus capital conservation buffer ratios: (i) a CET1 capital ratio of 7.0%, (ii) a Tier 1 risk-based capital ratio of 8.5%, and (iii) a total risk-based capital ratio of 10.5%.

The federal banking agencies revised their regulatory capital rules to (i) address the implementation of CECL; (ii) provide an optional three-year phase-in period for the day 1 adverse regulatory capital effects that banking organizations are expected to experience upon adopting CECL; and (iii) require the use of CECL in stress tests beginning with the 2020 capital planning and stress testing cycle for certain banking organizations that are subject to stress testing. CECL became effective for us on January 1, 2020 and the Company applied the provisions of the standard using the modified retrospective method as a cumulative-effect adjustment to retained earnings. Related to the implementation of ASU 2016-13, we recorded additional allowance for credit losses for loans of $54.4 million, deferred tax assets of $12.6 million, an additional reserve for unfunded commitments of $6.4 million and an adjustment to retained earnings of $44.8 million. Instead of recognizing the effects on regulatory capital from ASU 2016-13 at adoption, the Company initially elected the option for recognizing the adoption date effects on the Company’s regulatory capital calculations over a three-year phase-in.

In 2020, in response to the COVID-19 pandemic, the federal banking agencies issued a final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The final rule provides banking organizations that adopt CECL in the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by the aforementioned three-year transition period to phase out the aggregate amount of benefit during the initial two-year delay for a total five-year transition. The estimated impact of CECL on regulatory capital (modified CECL transitional amount) is calculated as the sum of the day-one impact on retained earnings upon adoption of CECL (CECL transitional amount) and the calculated change in the ACL relative to the day-one ACL upon adoption of CECL multiplied by a scaling factor of 25%. The scaling factor is used to approximate the difference in the ACL under CECL relative to the incurred loss methodology. The modified CECL transitional amount will be calculated each quarter for the first two years of the five-year transition. The amount of the modified CECL transition amount will be fixed as of December 31, 2021, and that amount will be subject to the three-year phase out. The Company chose the five-year transition method and is deferring the recognition of the effects from day 1 and the CECL difference for the first two years of application.

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The well-capitalized minimums and the Company’s and the Bank’s regulatory capital ratios for the following periods are reflected below:


	Well-Capitalized		March 31,		December 31,
	Minimums		2021		2020
South State Corporation:
Common equity Tier 1 risk-based capital	N/A		12.13	%	11.77	%
Tier 1 risk-based capital	6.00	%	12.13	%	11.77	%
Total risk-based capital	10.00	%	14.49	%	14.24	%
Tier 1 leverage	N/A		8.47	%	8.27	%

South State Bank:
Common equity Tier 1 risk-based capital	6.50	%	12.87	%	12.39	%
Tier 1 risk-based capital	8.00	%	12.87	%	12.39	%
Total risk-based capital	10.00	%	13.70	%	13.33	%
Tier 1 leverage	5.00	%	8.99	%	8.71	%

All of the Company’s and Bank’s regulatory capital ratios increased compared to December 31, 2020. For the Tier 1 leverage ratio, the percentage increase in Tier 1 risk-based capital was greater than the percentage increase in the average assets for regulatory capital purposes for the Tier 1 leverage ratio at both the holding company and bank. The increase in Tier 1 risk-based capital was driven by net income during the quarter. For the common equity Tier 1 risk-based capital ratio, the Tier 1 risk-based capital ratio and the total risk-based capital ratio, Tier 1 risk-based capital and total risk-based capital both increased during the first quarter of 2021 while total risk-based assets declined during the quarter at both the holding company and bank. The increase in capital for these ratios was driven by net income during the quarter while the decline in risk-based assets was mainly driven by a decline in our current exposure within derivatives related to back to back swaps due to the increase in interest rates. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.

On April 28, 2021, the Company announced it received approval from its Board of Directors to redeem $25.0 million of Subordinated Note and $38.5 million of Trust Preferred Securities as outlined in the table below. The Company also received regulatory approval from the Federal Reserve Bank of Atlanta to redeem the Subordinated Note and Trust Preferred Securities. The redemption of the Subordinated Note and Trust Preferred Securities will result in a reduction of Tier 2 capital of $63.5 million during the second quarter 2021.

Liquidity

Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses. Our Asset/Liability Management Committee (“ALCO”) is charged with monitoring liquidity management policies, which are designed to ensure acceptable composition of asset/liability mix. Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management. We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.

Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments. Management has policies and procedures governing the length of time to maturity on loans and investments. Normally, changes in the earning asset mix are of a longer-term nature and are not utilized for day-to-day corporate liquidity needs.

Our liabilities provide liquidity on a day-to-day basis. Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings. We engage in routine activities to retain deposits intended to enhance our liquidity position. These routine activities include various measures, such as the following:

●	Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank;

●	Pricing deposits, including certificates of deposit, at rate levels that will attract and/or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements; and

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●	Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services.

Our non-acquired loan portfolio increased by approximately $1.1 billion, or approximately 35.9% annualized, compared to the balance at December 31, 2020. Of the increase from December 31, 2020, $343.7 million was related to the net increase in PPP loans during the three months ended March 31, 2021. Excluding PPP loans, the non-acquired loan portfolio increased by $744.0 million, or 24.6% annualized from December 31, 2020. The acquired loan portfolio decreased by $1.3 billion from the balance at December 31, 2020 through principal paydowns, charge-offs, foreclosures and renewals of acquired loans. This included a reduction in acquired PPP loans of $331.3 million.

Our investment securities portfolio increased $820.6 million compared to the balance at December 31, 2020. The increase in investment securities from December 31, 2020 was a result of purchases of $1.1 billion. This increase was partially offset by maturities, calls, sales and paydowns of investment securities totaling $234.5 million as well as declines in the market value of the available for sale investment securities portfolio of $63.8 million. Net amortization of premiums were $9.4 million in the first three months of 2021. The increase in investment securities was due to the Company making the strategic decision to increase the size of the portfolio with the excess funds from deposit growth. Total cash and cash equivalents were $6.0 billion at March 31, 2021 as compared to $4.6 billion at December 31, 2020 as deposits grew $1.7 billion during the first quarter of 2021.

At March 31, 2021 and December 31, 2020, we had $475.0 million and $600.0 million of traditional, out–of-market brokered deposits. At March 31, 2021 and December 31, 2020, we had $700.1 million and $611.1 million, respectively, of reciprocal brokered deposits. Total deposits were $32.4 billion at March 31, 2021, an increase of $1.7 billion from $30.7 billion at December 31, 2020. Our deposit growth since December 31, 2020 included an increase in demand deposit accounts of $1.1 billion, an increase in savings and money market accounts of $512.4 million and an increase in interest-bearing transaction accounts of $413.5 million partially offset by a decline in certificates of deposit of $268.9 million. Total borrowings at March 31,2021 were $390.3 and consisted of trust preferred and subordinated debt. Of this amount, $11.0 million of the subordinated debt matured in April 2021 and paid off. Total short-term borrowings at March 31, 2021 were $878.6 million, consisting of $479.3 million in federal funds purchased and $399.3 million in securities sold under agreements to repurchase. To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to take in shorter maturities of such funds. Our current approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.

Our ongoing philosophy is to remain in a liquid position, taking into account our current composition of earning assets, asset quality, capital position, and operating results. Our liquid earning assets include federal funds sold, balances at the Federal Reserve Bank, reverse repurchase agreements, and/or other short-term investments. Cyclical and other economic trends and conditions can disrupt our Bank’s desired liquidity position at any time. We expect that these conditions would generally be of a short-term nature. Under such circumstances, our Bank’s federal funds sold position and any balances at the Federal Reserve Bank serve as the primary sources of immediate liquidity. At March 31, 2021, our Bank had total federal funds credit lines of $325.0 million with no balance outstanding. If additional liquidity were needed, the Bank would turn to short-term borrowings as an alternative immediate funding source and would consider other appropriate actions such as promotions to increase core deposits or the sale of a portion of our investment portfolio. At March 31, 2021, our Bank had $1.2 billion of credit available at the Federal Reserve Bank’s Discount Window and had no balance outstanding. In addition, we could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks and/or the FHLB. At March 31, 2021, our Bank had a total FHLB credit facility of $2.9 billion with total outstanding FHLB letters of credit consuming $12.2 million leaving $2.9 billion in availability on the FHLB credit facility. The holding company has a $100.0 million unsecured line of credit with no outstanding advances at March 31, 2021. We believe that our liquidity position continues to be adequate and readily available.

Our contingency funding plans incorporate several potential stages based on liquidity levels. Also, we review on at least an annual basis our liquidity position and our contingency funding plans with our principal banking regulator. We maintain various wholesale sources of funding. If our deposit retention efforts were to be unsuccessful, we would utilize these alternative sources of funding. Under such circumstances, depending on the external source of funds, our interest cost would vary based on the range of interest rates we are charged. This could increase our cost of funds, impacting net interest margins and net interest spreads.

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Deposit and Loan Concentrations

We have no material concentration of deposits from any single customer or group of customers. We have no significant portion of our loans concentrated within a single industry or group of related industries. Furthermore, we attempt to avoid making loans that, in an aggregate amount, exceed 10% of total loans to a multiple number of borrowers engaged in similar business activities. As of March 31, 2021, there were no aggregated loan concentrations of this type. We do not believe there are any material seasonal factors that would have a material adverse effect on us. We do not have any foreign loans or deposits.

Concentration of Credit Risk

We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to a multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represents 25% of total Tier 1 capital plus regulatory adjusted allowance for loan losses of the Company, or $853.7 million at March 31, 2021. Based on this criteria, we had six such credit concentrations at March 31, 2021, including loans on hotels and motels of $974.4 million, loans to lessors of nonresidential buildings (except mini-warehouses) of $4.0 billion, loans secured by owner occupied office buildings of $904.1 million, loans secured by owner occupied nonresidential buildings (excluding office buildings) of $2.1 billion, loans to lessors of residential buildings (investment properties and multi-family) of $1.3 billion and loans secured by 1^st mortgage 1-4 family owner occupied residential property (including home equity lines) of $4.0 billion. The risk for these loans and for all loans is managed collectively through the use of credit underwriting practices developed and updated over time. The loss estimate for these loans is determined using our standard ACL methodology.

With some financial institutions adopting CECL in the first quarter of 2020, banking regulators established new guidelines for calculating credit concentrations. Banking regulators set the guidelines for construction, land development and other land loans to total less than 100% of total Tier 1 capital less modified CECL transitional amount plus ACL (CDL concentration ratio) and for total commercial real estate loans (construction, land development and other land loans along with other non-owner occupied commercial real estate and multifamily loans) to total less than 300% of total Tier 1 capital less modified CECL transitional amount plus ACL (CRE concentration ratio). Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total Tier 1 capital less modified CECL transitional amount plus ACL. At March 31, 2021 and December 31, 2020, the Bank’s CDL concentration ratio was 52.6% and 54.1%, respectively, and its CRE concentration ratio was 223.7% and 229.5%, respectively. As of March 31, 2021, the Bank was below the established regulatory guidelines. When a bank’s ratios are in excess of one or both of these loan concentration ratios guidelines, banking regulators generally require an increased level of monitoring in these lending areas by bank Management. Therefore, we monitor these two ratios as part of our concentration management processes.

Reconciliation of GAAP to Non-GAAP

The return on average tangible equity is a non-GAAP financial measure that excludes the effect of the average balance of intangible assets and adds back the after-tax amortization of intangibles to GAAP basis net income. Management believes these non-GAAP financial measures provide additional information that is useful to investors in evaluating our performance and capital and may facilitate comparisons with other institutions in the banking industry as well as period-to-period comparisons. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider South State’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of South State. Non-GAAP measures have limitations as analytical tools, are not audited, and may not be comparable to other similarly titled financial measures used by other companies. Investors should not consider non-GAAP measures in isolation or as a substitute for analysis of South State’s results or financial condition as reported under GAAP.

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	Three Months Ended
	March 31,
(Dollars in thousands)	2021			2020
Return on average equity (GAAP)		12.71	%		4.15	%
Effect to adjust for intangible assets		8.45	%		4.20	%
Return on average tangible equity (non-GAAP)		21.16	%		8.35	%

Average shareholders’ equity (GAAP)	$	4,687,149		$	2,336,348
Average intangible assets		(1,733,522)			(1,051,491)
Adjusted average shareholders’ equity (non-GAAP)	$	2,953,627		$	1,284,857

Net income (loss) (GAAP)	$	146,949		$	24,110
Amortization of intangibles		9,164			3,007
Tax effect		(2,001)			(451)
Net income excluding the after-tax effect of amortization of intangibles (non-GAAP)	$	154,112		$	26,666

Cautionary Note Regarding Any Forward-Looking Statements

Statements included in this report, which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on, among other things, Management’s beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, South State and the merger with CSFL. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:

●

Economic downturn risk, potentially resulting in deterioration in the credit markets, greater than expected noninterest expenses, excessive loan losses and other negative consequences, which risks could be exacerbated by potential negative economic developments resulting from the COVID-19 pandemic or government or regulatory responses thereto, federal spending cuts and/or one or more federal budget-related impasses or actions;

●

Personnel risk, including our inability to attract and retain consumer and commercial bankers to execute on our client-centered, relationship driven banking model;

●

Risks and uncertainties relating to the merger with CSFL, including the ability to successfully integrate the companies or to realize the anticipated benefits of the merger;

●

Expenses relating to the merger with CSFL and integration of legacy South State and legacy CSFL;

●

Deposit attrition, client loss or revenue loss following completed mergers or acquisitions may be greater than anticipated;

●

Failure to realize cost savings and any revenue synergies from, and to limit liabilities associated with, mergers and acquisitions within the expected time frame, including our merger with CSFL;

●

Controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures;

●

Ownership dilution risk associated with potential mergers and acquisitions in which our stock may be issued as consideration for an acquired company;

●

Potential deterioration in real estate values;

●

The impact of competition with other financial service businesses and from nontraditional financial technology companies, including pricing pressures and the resulting impact, including as a result of compression to net interest margin;

●

Credit risks associated with an obligor’s failure to meet the terms of any contract with the Bank or otherwise fail to perform as agreed under the terms of any loan-related document;

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●

Interest risk involving the effect of a change in interest rates on our earnings, the market value of our loan and securities portfolios, and the market value of our equity;

●

Liquidity risk affecting our ability to meet our obligations when they come due;

●

Risks associated with an anticipated increase in our investment securities portfolio, including risks associated with acquiring and holding investment securities or potentially determining that the amount of investment securities we desire to acquire are not available on terms acceptable to us;

●

Price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios;

●

Transaction risk arising from problems with service or product delivery;

●

Compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards;

●

Regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical standards, including, without limitation, the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums and the possibility of changes in accounting standards, policies, principles and practices, including changes in accounting principles relating to loan loss recognition (2016-13 - CECL);

●

Strategic risk resulting from adverse business decisions or improper implementation of business decisions;

●

Reputation risk that adversely affects our earnings or capital arising from negative public opinion;

●

Civil unrest and/or terrorist activities risk that results in loss of consumer confidence and economic disruptions;

●

Cybersecurity risk related to our dependence on internal computer systems and the technology of outside service providers, as well as the potential impacts of third party security breaches, which subject us to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events;

●

Greater than expected noninterest expenses;

●

Noninterest income risk resulting from the effect of regulations that prohibit or restrict the charging of fees on paying overdrafts on ATM and one-time debit card transactions;

●

Potential deposit attrition, higher than expected costs, customer loss and business disruption associated with merger and acquisition integration, including, without limitation, and potential difficulties in maintaining relationships with key personnel;

●

The risks of fluctuations in the market price of our common stock that may or may not reflect our economic condition or performance;

●

The payment of dividends on our common stock is subject to regulatory supervision as well as the discretion of our Board of Directors, our performance and other factors;

●

Risks associated with actual or potential information gatherings, investigations or legal proceedings by customers, regulatory agencies or others;

●

Operational, technological, cultural, regulatory, legal, credit and other risks associated with the exploration, consummation and integration of potential future acquisition, whether involving stock or cash consideration;

●

Risks associated with our reliance on models and future updates we make to our models, including the assumptions used by these models; and

●

Other risks and uncertainties disclosed in our most recent Annual Report on Form 10-K filed with the SEC, including the factors discussed in Item 1A, Risk Factors, or disclosed in documents filed or furnished by us with or to the SEC after the filing of such Annual Reports on Form 10-K, including risks and uncertainties disclosed in Part II, Item 1A. Risk Factors, of this Quarterly Report on Form 10-Q, any of which could cause actual results to differ materially from future results expressed, implied or otherwise anticipated by such forward-looking statements.

For any forward-looking statements made in this report or in any documents incorporated by reference into this Report, we claim the protection of the safe harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995. All forward-looking statements speak only as of the date they are made and are based on information available at that time. We do not undertake any obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. All subsequent written and oral forward-looking statements by us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

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Additional information with respect to factors that may cause actual results to differ materially from those contemplated by our forward-looking statements may also be included in other reports that we file with the SEC. We caution that the foregoing list of risk factors is not exclusive and not to place undue reliance on forward-looking statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our quantitative and qualitative disclosures about market risk as of March 31, 2021 from those disclosures presented in our Annual Report on Form 10-K for the year ended 2020.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

South State’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of South State’s disclosure controls and procedures as of March 31, 2021, in accordance with Rule 13a-15 of the Securities Exchange Act of 1934. We applied our judgment in the process of reviewing these controls and procedures, which, by their nature, can provide only reasonable assurance regarding our control objectives. Based upon that evaluation, our Chief Executive Officer and the Chief Financial Officer concluded that South State’s disclosure controls and procedures as of March 31, 2021, were effective to provide reasonable assurance regarding our control objectives.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended March 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

As of March 31, 2021 and the date of this Quarterly Report on Form 10-Q, we believe that we are not party to, nor is any or our property the subject of, any pending material legal proceeding other than those that may occur in the ordinary course of our business.

Item 1A. RISK FACTORS

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as cautionary statements contained in this Quarterly Report on Form 10-Q, including those under the caption “Cautionary Note Regarding Any Forward-Looking Statements” set forth in Part I, Item 2 of this Quarterly Report on Form 10-Q, risks and matters described elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC.

The Company is providing this additional risk factor to supplement the risk factors contained in Item 1A of our

Annual Report on Form 10-K for the year ended December 31, 2020.

Changes to or the application of incorrect assumptions, estimates, or judgements in our financial statements could

cause significant unexpected losses or impacts in the future

For example, the CECL standard, as of January 1, 2020, requires that we provide reserves for a current

estimate of lifetime expected credit losses for our loan portfolios and other financial assets, if applicable, at the time

those assets are acquired or originated. This estimate is adjusted each period for changes in expected lifetime credit

losses. Our allowance for credit losses estimate depends upon the CECL models and assumptions and forecasted

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macroeconomic conditions, including, among other things, the South Atlantic unemployment rate, and the credit indicators, composition, and other characteristics of our loan and other applicable portfolios. These model assumptions and forecasted macroeconomic conditions will change over time, whether due to the COVID-19 pandemic or other factors, resulting in greater variability in our ACL compared to its provision for loan losses under the previous GAAP methodology, and thus, will impact operations, as well as regulatory capital, including as the CECL phase-in begins as of January 1, 2022.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Not applicable

(b)

Not applicable

(c)

Issuer Purchases of Registered Equity Securities:

The following table reflects share repurchase activity during the first quarter of 2021:


						(d) Maximum
					(c) Total	Number (or
					Number of	Approximate
					Shares (or	Dollar Value) of
					Units)	Shares (or
	(a) Total				Purchased as	Units) that May
	Number of				Part of Publicly	Yet Be
	Shares (or		(b) Average		Announced	Purchased
	Units)		Price Paid per		Plans or	Under the Plans
Period	Purchased		Share (or Unit)		Programs	or Programs

January 1 ‑ January 31	3,296	*	$	73.99	—	3,500,000
February 1 ‑ February 28	7,051	*		79.37	—	3,500,000
March 1 ‑ March 31	—	*		—	—	3,500,000

Total	10,347				—	3,500,000

For the months ended January 31, 2021, February 28, 2021 and March 31, 2021, all shares repurchased this quarter were under arrangements, authorized by our stock-based compensation plans and Board of Directors, whereby officers or directors may sell previously owned shares to the Company in order to pay for the exercises of stock options or for income taxes owed on vesting shares of restricted stock. These shares were not purchased under the 2020 stock repurchase programs to repurchase shares.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated by reference.

Exhibit Index


Exhibit No.		Description

Exhibit 10.1		Form of Restricted Stock Unit Agreement under the South State Corporation 2020 Omnibus Incentive Plan

Exhibit 10.2		Form of Performance-based Restricted Share Unit Agreement under the South State Corporation 2020 Omnibus Incentive Plan

Exhibit 31.1		Rule 13a-14(a) Certification of Principal Executive Officer

Exhibit 31.2		Rule 13a-14(a) Certification of Principal Financial Officer

Exhibit 32		Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer

Exhibit 101		The following financial statements from the Quarterly Report on Form 10-Q of South State Corporation for the quarter ended March, 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) Condensed Consolidated Statement of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.
Exhibit 104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Table of Contents

SIGNATURES

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

	SOUTH STATE CORPORATION
	(Registrant)


Date: May 7, 2021	/s/ John C. Corbett
	John C. Corbett
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: May 7, 2021	/s/ William E. Matthews, V
	William E. Matthews, V
	Senior Executive Vice President,
	Chief Financial Officer
	(Principal Financial Officer)

Date: May 7, 2021	/s/ Sara G. Arana
	Sara G. Arana
	Senior Vice President and
	Principal Accounting Officer

Exhibit 10.1

Restricted Stock Unit Agreement

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [ ] __, 202_ (the “Grant Date”) by and between South State Corporation, a South Carolina corporation (“SSC”), and _____________ (the “Participant”) (collectively, “the parties”). Capitalized terms that are used but not defined in this Agreement shall have the meanings ascribed to them in the 2020 Omnibus Incentive Plan (the “Plan”). SSC and each Subsidiary are collectively referred to as the “Company.”

WHEREAS, SSC has adopted the Plan pursuant to which Restricted Stock Units (“RSUs”) may be granted; and

WHEREAS, the Committee (as defined in the Plan) has determined that it is in the best interests of SSC and its shareholders to grant the award of RSUs provided for herein.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1.Grant of Restricted Share Units. SSC hereby grants to the Participant ___ RSUs. Each RSU represents the right to receive one share of common stock of SSC (“Common Stock”) and the right to accrue dividend equivalents thereon (the “Dividend Equivalents”), each as settled as set forth in Section 8 of this Agreement, subject to the terms and conditions set forth in this Agreement and the Plan.

2.Vesting of RSUs. Except as otherwise provided in Sections 3 and 4 of this Agreement, the RSUs will vest and become nonforfeitable with respect to one third of the RSUs on each of January 1, 2021, 2022, and 2023 (each, a “RSU Vesting Date”), subject to the Participant’s continued service from the Grant Date through each respective RSU Vesting Date.

3.Termination of Service.

3.1Except as otherwise expressly provided in this Agreement, if there is a Termination of Service at any time before a RSU Vesting Date, the Participant’s unvested RSUs and any accrued but unpaid Dividend Equivalents shall be automatically forfeited upon such Termination of Service and SSC shall have no further obligations to the Participant under this Agreement.

3.2Notwithstanding Section 3.1, if there is a Termination of Service prior to the RSU Vesting Date (a) by SSC or a Subsidiary for other than Good Cause (defined below), (b) by the Participant with Good Reason (as defined below), or (c) as a result of the Participant’s death or Disability (defined below), all unvested RSUs and any accrued but unpaid Dividend Equivalents shall immediately vest and be considered vested RSUs.

(a)

The term “Good Cause” means “Cause” as defined in the agreement between the Participant and SSC or a Subsidiary governing the Participant’s employment.

(b)

salary, (2) a material diminution of the Participant’s authority, duties, or responsibilities, (3) a material change in the geographic location at which the Participant must perform services for SSC or a Subsidiary, which, for purposes of this provision shall be a location outside the 50 mile radius from the Participant’s primary residence, or (4) any other action or inaction that constitutes a material breach by SSC of this Agreement or any employment agreement between the SSC or a Subsidiary and the Participant. The Participant must give notice to the Company of the existence of one or more of the conditions described in clauses (1) through (4) above within 90 days after the initial existence of when the condition, and SSC and/or Subsidary shall have 30 days thereafter to remedy the condition. In addition, the Participant’s voluntary termination because of the existence of one or more of the conditions described in clauses (1) through (4) above must occur within 24 months after the initial existence of the condition

(c)

The term “Disability” has the definition provided in the agreement between the Participant and SSC or a Subsidiary governing the Participant’s employment, or if not so defined, means an independent physician selected by SSC and reasonably acceptable to the Participant or the Participant’s legal representative determines that, because of illness or accident, the Participant is unable to perform the Participant’s duties and will be unable to perform the Participant’s duties for a period of 90 consecutive days, and the insurance company that is providing the Participant’s disability insurance coverage concurs that the Participant is considered disabled pursuant to the terms and conditions of the insurance policy offered by SSC or any Subsidiary. The Participant shall not be considered disabled, however, if the Participant returns to work on a full-time basis within 30 days after SSC or Subsidiary gives notice of termination due to Disability. Notwithstanding the foregoing, in the event the award is considered nonqualified deferred compensation as defined under Section 409A of the Internal Revenue Code of 1986 as amended and the regulations thereunder (the “Code”), settlement will be made upon the Participant’s Disability only if such Disability is a “disability” as defined under Section 409A of the Code.

3.3Notwithstanding Sections 3.1 or 3.2, if there is a Termination of Service at any time before a RSU Vesting Date as a result of the Participant’s Retirement (defined below):

(a) If the Participant signs a standard two-year non-competition, non-solicitation agreement, RSUs granted under this Agreement will continue to vest according to the vesting schedule in Exhibit A.

(b) If the Participant does not sign a standard two-year non-competition, non-solicitation agreement, RSUs granted under this Agreement will vest pro rata as of the retirement date.

(c) The term “Retirement” means either (i) reaching the age of 65 or (i) reaching the age of 55 plus having at least ten (10) years of Continuous Service with SSC or a Subsidiary, or any predecessor. The term “Continuous Service” means the absence of any interruption or Termination of Service as an Employee of SSC or a Subsidiary, or any predecessor company.

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Service will not be considered interrupted in the case of sick leave, military leave, family leave orany other leave of absence approved by SSC or a Subsidiary or in the case of a Participant’s transfer between SSC or a Subsidiary, or any successor to SSC or a Subsidiary. With respect to any Award subject to Section 409A of the Code of 1986(and not exempt therefrom), a termination of Continuous Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A).

4.Effect of a Change of Control.

4.1If the Participant is employed with SSC or a Subsidiary upon the closing of a Change of Control (as defined in the Plan), all unvested RSUs that are not (i) assumed and continued under the terms and conditions as set forth under this Agreement, or (ii) replaced with another award that has a value at least equal to value of the PSUs being replaced and its terms and conditions are not less favorable to the Participant than the terms and conditions of the PSUs being replaced (collectively, a “Replacement Award”), by the successor to SSC in such Change of Control or an Affiliate of such successor (a “Surviving Entity”), shall immediately vest upon the closing of such Change of Control and will be payable in accordance with Section 8.1(iii) of this Agreement. The Participant shall also become immediately vested in any accrued but unpaid Dividend Equivalents on such vested RSUs pursuant to the previous sentence, which will be payable in accordance with Section 8.1(iii) of this Agreement. Any Replacement Awards shall be adjusted as to the Shares into which such PSUs shall convert in accordance with Section 11.2 of the Plan. The Committee’s determination with respect to any adjustments will be conclusive. Any Replacement Award will be subject to the same terms and conditions as set forth under this Agreement and in the manner provided in Section 11.2 of the Plan.

4.2In the event of the Participant’s Termination of Service (a) by a Subsidiary without Good Cause, or (b) y the Participant with Good Reason, in each case within 12 months following the Change of Control, any Replacement Awards shall be vested and will become earned based on the Target Award, and will be settled not later than thirty (30) days following the date of such termination.

(a)For purposes of this Section 4.2, any references to the Company, SSC or Subsidiary in the definition of Good Reason set forth in Section 3.2(b) shall include the Surviving Entity.

5.Form of Payment of RSUs and Dividend Equivalents. Except as set forth in Section 4 of this Agreement, payment in respect of the vested RSUs shall be made in Shares and settled as set forth in Section 8 of this Agreement. Except as set forth in Section 4 of this Agreement, and unless otherwise determined by the Committee, Dividend Equivalents on RSUs shall be accrued during the vesting period and paid out in cash when the underlying vested RSUs to which they relate are settled as set forth in Section 8 of this Agreement.

6.Transferability of RSUs. Subject to any exceptions set forth in the Plan, the RSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the

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transferee shall hold such RSUs subject to all of the terms and conditions that were applicable to the Participant immediately prior to such transfer.

7.Rights as Shareholder. The Participant shall have no rights as a shareholder with respect to the RSUs, including voting rights and the right to any dividends. The Participant will be entitled to Dividend Equivalents at the same rate per Share as are paid on the Shares between the Grant Date and the Settlement Date (under Section 8 below). The number of Shares that such Dividend Equivalents shall be paid upon will be based on the actual number of RSUs that vest and settle, without regard to any underlying Shares that may be withheld to pay applicable taxes.

8.Settlement of RSUs and Dividend Equivalents.

8.1Settlement of the number of earned RSUs (if any) shall be made in Shares in whole or in part upon the earliest of:

(i)the respective RSU Vesting Date;

(ii)the date of the Participant’s Termination of Service pursuant to Section 3.2 or 3.3.

(iii)except as otherwise provided in Section 4.2 of this Agreement, the date of consummation of a Change in Control.

The first of 8.1(i), (ii), and (iii) to occur shall be the “Settlement Date.”

8.2Upon the settlement under Section 8.1, on the second payroll date following the Settlement Date but within the taxable year of such Settlement Date (however, in cases where such Settlement Date is after December 15^th, distribution will occur on the first payroll date of the subsequent calendar year), SSC shall deliver to the Participant (or the Participant’s estate in the event of Participant’s death) a certificate or certificates representing the number of Shares equal to the number of vested and RSUs and a cash payment (less applicable withholding taxes) equal to the accrued Dividend Equivalents with respect to the RSUs vested and earned as of such Settlement Date. In the case of a settlement occurring as a result of Section 8.1(ii), in the event the Participant is considered a “specified employee” within the meaning of Section 409A of the Code at the time of Termination of Service such payment (including Dividend Equivalents) will take place on the first payroll date that follows the date that is six months after the Termination of Service if such delay is required in order to comply with Section 409A of the Code.

8.3It is intended that the RSUs and the exercise of authority or discretion hereunder shall be exempt from or otherwise comply with Section 409A of the Code so as not to subject the Participant to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent, to the extent that any United States Department of the Treasury regulations, guidance, interpretations, or changes to Section 409A of the Code would result in the Participant becoming subject to interest and additional taxes under the Section 409A of the Code, SSC and the Participant agree to amend this Agreement to bring the RSUs into compliance with Section 409A of the Code.

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8.4As a condition to the receipt of the Shares covered by this Agreement, SSC may require the Participant to make any representation and warranty to SSC as may be required by any applicable law or regulation.

9.No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, consultant or Director of SSC or a Subsidiary. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of SSC or a Subsidiary to terminate the Participant’s service or employment at any time, with or without Good Cause.

10.Adjustments. If any change is made to the outstanding Common Stock or the capital structure of SSC, if required, the RSUs shall be adjusted or terminated in any manner as contemplated by Article X of the Plan.

11.Tax Liability and Withholding.

11.1The Participant shall be required to pay to SSC, and SSC shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and Dividend Equivalents and the distribution of Shares and cash and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a)tendering a cash payment; or

(b)surrendering to SSC Shares to which the Participant is otherwise entitled under this Agreement or the Plan; provided, however, that no Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law.

11.2 Notwithstanding any action SSC takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and SSC (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any Shares, and (b) does not commit to structure the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

12.Compliance with Law. The issuance and transfer of Shares in connection with the RSUs shall be subject to compliance by SSC and the Participant with all applicable requirements of federal and state laws and regulations (including withholding tax limitations) and with all applicable requirements of any stock exchange on which the Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of SSC and its counsel.

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13.Notices. Any notice required to be delivered to SSC under this Agreement shall be in writing and addressed to the General Counsel of SSC at SSC’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of SSC or a Subsidiary, or via on-line or electronic system. Either party may designate another address in writing (or by such other method approved by SSC) from time to time. By signing this Agreement,

Participant consents to receive notices and documents related to this Agreement or the Plan by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by SSC or another third party designated by SSC.

14.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of South Carolina without regard to conflict of law principles.

15.RSUs Subject to Plan. This Agreement is subject to the Plan. In the event of a conflict between any term or provision herein and a term or provision of the Plan, the applicable terms and provisions of the Agreement will govern and prevail unless any term conflicts with Section 409A of the Code then the terms of the Plan will prevail as to any application of Section 409A of the Code.

16.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of SSC. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.

17.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

18.No Right to Future Awards. The grant of the RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of SSC.

19.Entire Agreement and Amendment. Except as provided herein, this Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. The Committee has the right to amend, alter, cancel, or discontinue the RSUs; provided, that, no amendment, alteration, cancelation, or discontinuation shall materially impair the Participant’s rights under this Agreement without the Participant’s consent, except to the extent necessary to comply with applicable law, including Section 409A of the Code. Any amendment, alteration, cancelation, or discontinuation of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with SSC or a Subsidiary.

20.Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is

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consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, SSC makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall SSC be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

21.No Impact on Other Benefits. The value of the Participant’s RSUs is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

22.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including, without limitation, any electronic signature complying with the U.S. federal ESIGN Act of 2000 or applicable state law), will have the same effect as physical delivery of the paper document bearing an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	SOUTH STATE CORPORATION
	By:
		Susan Bagwell Director of Human Resources


	PARTICIPANT
	By:

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Exhibit 10.2

Performance Share Unit Agreement

This Performance Share Unit Agreement (this “Agreement”) is made and entered into as of [ ] __, 202 (the “Grant Date”) by and between South State Corporation, a South Carolina corporation ( “SSC”), and __________________ (the “Participant”). Capitalized terms that are used but not defined herein have the meanings ascribed to them in the 2020 Omnibus Incentive Plan (the “Plan”). SSC and each Subsidiary are collectively referred to as the “Company.”

WHEREAS, SSC has adopted the Plan pursuant to which Restricted Share Units may be granted upon the attainment of the performance goals set forth on Exhibit A (the “Performance Goals”) and the continued service of the Participant (“Performance Share Units”); and

WHEREAS, the Committee (as defined in the Plan) has determined that it is in the best interests of SSC and its shareholders to grant the award of Performance Share Units provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1.Grant of Performance Share Units. SSC hereby grants to the Participant an Award for a target number of ___ Performance Share Units (the “Target Award”). Each Performance Share Unit (hereinafter referred to as a “PSU”) represents the right to receive one Share and the right to accrue dividend equivalents thereon (the “Dividend Equivalents”) based upon the level of achievement of the Performance Goals in accordance with Exhibit A, each as settled as set forth in Section 10 of this Agreement, subject to the terms and conditions set forth in this Agreement and the Plan.

2.Performance Period. For purposes of this Agreement, the term “Performance Period” shall be the period commencing on January 1, 2021 and ending on December 31, 2023.

3.Performance Goals.

3.1The number of PSUs earned by the Participant will be determined at the end of the Performance Period based on the level of achievement of the Performance Goals in accordance with Exhibit A, as determined by the Committee in its sole discretion, rounded to the nearest whole PSU. All determinations of whether Performance Goals have been achieved, the number of PSUs earned by the Participant, and all other matters related to this Agreement shall be made by the Committee in its sole discretion.

3.2Following completion of the Performance Period (and no later than sixty (60) days following such date), the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Period have been achieved, and (b) the number of PSUs that the Participant shall earn, if any, subject to compliance with the requirements of Section 4. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.

4.Vesting of PSUs. Except as otherwise provided in Sections 5 and 6 of this Agreement, the PSUs will vest and become nonforfeitable on the date that the Committee certifies the achievement of the Performance Goals in accordance with Section 3.2 (the “PSU Vesting Date”), subject to (a) the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A, and (b) the Participant’s continuous service from the Grant Date through the PSU Vesting Date.

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5.Termination of Service.

5.1Except as otherwise expressly provided in this Agreement, if there is a Termination of Service at any time before the PSU Vesting Date, the Participant’s unvested PSUs and any accrued but unpaid Dividend Equivalents shall be automatically forfeited upon such Termination of Service and neither SSC nor any Subsidiary shall have any further obligations to the Participant under this Agreement.

5.2Notwithstanding Section 5.1, if there is a Termination of Service prior to the PSU Vesting Date (a) by SSC or a Subsidiary without Good Cause (as defined below), (b) by the Participant with Good Reason (as defined below) or (c) as a result of the Participant’s death or Disability (as defined below), the PSUs will vest on such date at the Target Award. The Participant shall also become immediately entitled to the payment of any accrued but unpaid Dividend Equivalents on such vested PSUs pursuant to the previous sentence.

(a)

The term “Good Cause” means “Cause” as defined in the agreement between the Participant and SSC or a Subsidiary governing the Participant’s employment.

(b)

The term “Good Reason” has the definition provided in the agreement between the Participant and SSC or a Subsidiary governing the Participant’s employment, or if not so defined, means the occurrence of any of the following without the Participant’s advance written consent: (1) a diminution of the Participant’s base salary, (2) a material diminution of the Participant’s authority, duties, or responsibilities, (3) a material change in the geographic location at which the Participant must perform services for SSC or a Subsidiary, which, for purposes of this provision shall be a location outside the 50 mile radius from the Participant’s primary residence, or (4) any other action or inaction that constitutes a material breach by SSC of this Agreement or any employment agreement between SSC or a Subsidiary and the Participant. The Participant must give notice to the Company of the existence of one or more of the conditions described in clauses (1) through (4) above within 90 days after the initial existence of when the condition, and SSC and/or a Subsidiary shall have 30 days thereafter to remedy the condition. In addition, the Participant’s voluntary termination because of the existence of one or more of the conditions described in clauses (1) through (4) above must occur within 24 months after the initial existence of the condition.

(c)

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thereunder (the “Code”), settlement will be made upon the Participant’s Disability only if such Disability is a “disability” as defined under Section 409A of the Code.

5.3Notwithstanding Section 5.1 or 5.2, if there is a Termination of Service prior to the PSU Vesting Date as a result of Participant’s Retirement (as defined below), the Participant will receive the following:

(a)If the Participant signs a standard two-year non-competition, non-solicitation agreement, PSUs granted under this Agreement shall vest on the PSU Vesting Date subject to the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A.

(b)If the Participant does not sign a standard two-year non-competition, non-solicitation agreement, PSUs granted under this Agreement will vest pro rata as of the retirement date based on the Target Award multiplied by a fraction, the numerator of which equals the number of days between the Grant Date and the date of retirement and the denominator of which equals the total number of days in the Performance Period.

(c)The term “Retirement” means either (i) reaching the age of 65 or (i) reaching the age of 55 plus having at least ten (10) years of Continuous Service with SSC or a Subsidiary or any predecessor. The term “Continuous Service” means the absence of any interruption or Termination of Service as an Employee of SSC or a Subsidiary or the predecessor of either. Service will not be considered interrupted in the case of sick leave, military leave, family leave or any other leave of absence approved by SSC or a Subsidiary or in the case of a Participant’s transfer between SSC or a Subsidiary or any successor to SSC or a Subsidiary. With respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a termination of Continuous Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code).

6.Effect of a Change of Control.

6.1If the Participant is employed with SSC or a Subsidiary upon the occurrence of a Change of Control (as defined in the Plan), all unvested PSUs that are not (i) assumed and continued under the terms and conditions as set forth under this Agreement, or (ii) replaced with another award that has a value at least equal to value of the PSUs being replaced and its terms and conditions are not less favorable to the Participant than the terms and conditions of the PSUs being replaced (collectively, a “Replacement Award”), by the successor to SSC in such Change of Control or an Affiliate of such successor (a “Surviving Entity”), shall vest in an amount equal to the full value of the Award based on the greater of: (a) the number of PSUs that would have vested (if any) if the Performance Period ended on the date of the Change of Control (based on the actual performance achieved through such date as determined in accordance with Exhibit A), or (b) the Target Award and will be payable in accordance with Section 10(iii) of this Agreement. The Participant shall also become immediately vested in any accrued but unpaid Dividend Equivalents on such vested PSUs pursuant to the previous sentence, which will be payable in accordance with Section 10(iii) of this Agreement. Any Replacement Awards shall be adjusted as to the Shares into which such PSUs shall convert in accordance with Section 11.2 of the Plan. The Compensation Committee and/or the Board’s determination with respect to any adjustments will be

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conclusive. Any Replacement Award will be subject to the same terms and conditions as set forth under this Agreement and in the manner provided in Section 11.2 of the Plan.

6.2In the event of the Participant’s Termination of Service (a) by a Subsidiary without Good Cause, or (b) y the Participant with Good Reason, in each case within 12 months following the Change of Control, any Replacement Awards shall be vested and will become earned based on the Target Award, and will be settled not later than thirty (30) days following the date of such termination.

(a)For purposes of this Section 6.2, any references to the Company, SSC or Subsidiary in the definition of Good Reason set forth in Section 5.2(b) shall include the Surviving Entity.

7.Form of Payment of PSUs and Dividend Equivalents. Except as set forth in Section 6 of this Agreement, payment in respect of the PSUs earned for the Performance Period shall be made in Shares and settled as set forth in Section 10 of this Agreement. Except as set forth in Section 6 of this Agreement, and unless otherwise determined by the Committee, Dividend Equivalents on PSUs shall be accrued during the period between the Grant Date and the PSU Vesting Date and paid out in cash when, and to the extent, the underlying vested PSUs to which they relate are settled as set forth in Section 10 of this Agreement.

8.Transferability of PSUs. Subject to any exceptions set forth in the Plan, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Participant immediately prior to such transfer.

9.Rights as Shareholder. The Participant shall have no rights as a shareholder with respect to the PSUs, including voting rights and the right to any dividends. The Participant will be entitled to Dividend Equivalents at the same rate per Share as are paid on the Shares between the Grant Date and the Settlement Date (under Section 10 below). The number of Shares that such Dividend Equivalents shall be paid upon will be based on the actual number of PSUs that vest and settle, without regard to any underlying Shares that may be withheld to pay applicable taxes.

10.Settlement of PSUs.

10.1Settlement of the number of earned PSUs (if any) shall be made in Shares in whole or in part upon the earliest of:

(i)the PSU Vesting Date;

(ii)the date of the Participant’s Termination of Service pursuant to Section 5.2 or 5.3; and

(iii)with respect to PSUs that vest under Section 6, the date of consummation of a Change of Control.

The first of 10.1(i), (ii), and (iii) to occur shall be the “Settlement Date.”

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10.2Upon the settlement under Section 10.1, on the second payroll date following the Settlement Date but within the taxable year of such Settlement Date (however, in cases where such Settlement Date is after December 15^th, distribution will occur on the first payroll date of the subsequent calendar year), SSC shall deliver to the Participant (or the Participant’s estate in the event of Participant’s death) a certificate or certificates representing the number of Shares equal to the number of vested and earned PSUs and a cash payment (less applicable withholding taxes) equal to the accrued Dividend Equivalents with respect to the PSUs vested and earned as of such Settlement Date. In the case of a settlement occurring as a result of Section 10.1(iii), in the event the Participant is considered a “specified employee” within the meaning of Section 409A of the Code at the time of separation from service, such payment (including Dividend Equivalents) will take place on the first payroll date that follows the date that is six months after the Participant’s separation from service if such delay is required in order to comply with Section 409A of the Code.

10.3It is intended that the PSUs and the exercise of authority or discretion hereunder shall be exempt from or otherwise comply with Section 409A of the Code so as not to subject the Participant to the payment of any interest or additional tax imposed under Section 409A of the Code. In furtherance of this intent, to the extent that any United States Department of the Treasury regulations, guidance, interpretations, or changes to Section 409A of the Code would result in the Participant becoming subject to interest and additional taxes under the Section 409A of the Code, SSC and the Participant agree to amend this Agreement to bring the PSUs into compliance with Section 409A of the Code.

10.4As a condition to the receipt of the Shares covered by this Agreement, SSC may require the Participant to make any representation and warranty to SSC as may be required by any applicable law or regulation.

11.No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, consultant or Director of SSC or a Subsidiary. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of SSC or a Subsidiary to terminate the Participant’s service or employment at any time, with or without Good Cause.

12.Adjustments. If any change is made to the outstanding common stock or the capital structure of SSC, if required, the PSUs shall be adjusted or terminated in any manner as contemplated by Article X of the Plan.

13.Tax Liability and Withholding.

13.1The Participant shall be required to pay to SSC, and SSC shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and Dividend Equivalents and the distribution of Shares and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Committee may permit the Participant to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a)tendering a cash payment; or

Page 5 of 11

(b)authorizing SSC to withhold Shares from the Shares otherwise issuable or deliverable to the Participant; provided, however, that no Shares shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law.

13.2Notwithstanding any action SSC takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and SSC (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the PSUs or the subsequent sale of any Shares, and (b) does not commit to structure the PSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

14.Compliance with Law. The issuance and transfer of Shares in connection with the PSUs shall be subject to compliance by SSC and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of SSC and its counsel.

15.Notices. Any notice required to be delivered to SSC under this Agreement shall be in writing and addressed to the General Counsel of SSC at SSC’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of SSC. Either party may designate another address in writing (or by such other method approved by SSC) from time to time. By signing this Agreement, Participant consents to receive notices and documents related to this Agreement or the Plan by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by SSC or another third party designated by SSC.

16.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of South Carolina without regard to conflict of law principles.

17.PSUs Subject to Plan. This Agreement is subject to the Plan as approved by SSC’s shareholders. In the event of a conflict between any term or provision herein and a term or provision of the Plan, the applicable terms and provisions of the Agreement will govern and prevail unless any term conflicts with Section 409A of the Code then the terms of the Plan will prevail as to any application of Section 409A of the Code.

18.Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the successors and assigns of SSC. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the PSUs may be transferred by will or the laws of descent or distribution.

19.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

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20.No Right To Future Awards. The grant of the PSUs in this Agreement does not create any contractual right or other right to receive any PSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of SSC.

21.Entire Agreement and Amendment. Except as provided herein, this Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. The Committee has the right to amend, alter, or discontinue the PSUs; provided, that, no amendment, alteration, or discontinuation shall materially impair the Participant’s rights under this Agreement without the Participant’s consent, except to the extent necessary to comply with applicable law, including Section 409A of the Code, Applicable Exchange listing standards or accounting rules. Any amendment, alteration, or discontinuation of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with SSC or a Subsidiary.

22.Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, SSC makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall SSC be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

23.No Impact on Other Benefits. The value of the Participant’s PSUs is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

24.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document (including, without limitation, any electronic signature complying with applicable law, will have the same effect as physical delivery of the paper document bearing an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


	SOUTH STATE CORPORATION
	By:
		Susan Bagwell Director of Human Resources
	PARTICIPANT
	By:

Page 7 of 11

EXHIBIT A

Performance Period

The Performance Period shall commence on January 1, 2021 and end on December 31, 2023.

Performance Goals

The number of PSUs earned shall be determined by reference to SSC’s Tangible Book Value (“TBV”) Growth Per Share (“TBV Growth”) and Adjusted Return on Average Tangible Common Equity (ROATCE) over three-year period versus peers (“ROATCE PSUs”). The total number of PSUs earned by the Participant shall equal the sum of the TBV Growth PSUs earned and the ROATCE PSUs earned (as explained below).

TBV Growth PSU Portion of the Award (50% weighting)

TBV Growth means SSC’s compound annual growth rate (“CAGR”) in tangible book value per share over the Performance Period, to include the value of dividends paid per share, excluding (1) the impact of the merger-related expenses associated with the South State Bank CenterState Bank merger occurring after the start of the Performance Period, (2) the impact of Share repurchase activity on the TBV per Share, and (3) the TBV impact of the Duncan Williams merger, including the associated merger-related expenses occurring after the start of the Performance Period. Excluding expenses incurred from future mergers will be at the discretion of the Committee.

For example, assume the beginning TBV per share is $40.00, ending TBV per share is $50.00, and cumulative dividends paid per share during the period are $6.00. The CAGR would be calculated using an ending TBV of $56.00 ($50.00 + $6.00), resulting in total TBV growth of 40% ($56.00/$40.00), for a 3 year CAGR of 11.87%.

<10% TBV Growth = 0% of Target Award earned

10% TBV Growth = 50% of Target Award earned

11% TBV Growth = 100% of Target Award earned

12% or greater TBV Growth = 150% of Target award earned

Awards are earned pro rata between the TBV Growth. Growth is defined as December 31, 2023 TBV per share (as adjusted) plus all dividends paid per share between January 1, 2021 and December 31, 2023 less December 31, 2020 TBV per share, divided by December 31, 2020 TBV per share, expressed as a compound annual percentage.

ROATCE PSU Portion of the Award (50% weighting)

Adjusted Return on Average Tangible Common Equity (ROATCE) over three year Performance Period versus SSC’s Peer Group (as defined below).

ROATCE excludes after-tax amortization of intangibles, the impact of branch consolidation and merger-related expenses, gains or losses on AFS securities and onetime adjustments such as FHLB Advances prepayment penalty, swap termination expense, income tax benefit/cost related to the carryback of tax losses under the CARES Act, and one-time tax adjustments (positive or negative) resulting from Federal and State tax examinations for tax years outside of the Performance Period.

Net Earnings (excluding the aforementioned activities) /Average Tangible Common Equity

ROATCE is calculated for SSC and Peer Group each year over the three-year performance period and each year’s ROATCE is averaged to arrive at the the three-year ROATCE.

Awards will be earned as follows, comparing SSC’s three-year ROATCE percentile ranking within Peer Group:

Below 25th percentile = 0% of Target Award earned

25th percentile = 50% of Target Award earned

50th percentile = 100% of Target Award earned

75th percentile or greater = 150% of Target Award earned

Awards are earned pro rata between the 25^th percentile and the 50^th percentile, and between the 50^th percentile and the 75^th percentile.

For the ROATCE PSUs, the Committee shall make the following adjustments to the calculation of the Peer Percentile or the composition of the Peer Group during the Performance Period as follows: (1) if a member of the Peer Group is acquired by another company, or during the Performance Period announces that it will be acquired by another company, then the acquired Peer Group company will be removed from the Peer Group for the entire Performance Period; (2) if a member of the Peer Group sells, spins-off, or disposes of a portion of its business, then such Peer Group company will remain in the Peer Group for the Performance Period unless such disposition(s) results in the disposition of more than 50% of such company’s total assets during the Performance Period, in which case it will be removed from the Peer Group for the entire Performance Period; (3) if a member of the Peer Group acquires another company, the acquiring Peer Group company will remain in the Peer Group for the entire Performance Period; (4) if a member of the Peer Group is delisted on all major stock exchanges, such delisted company will be removed from the Peer Group for the entire Performance Period; (5) to the extent that SSC and/or any member of the Peer Group splits its stock or declares a distribution of shares, such company’s

performance will be appropriately adjusted for the stock split or share distribution so as not to give an advantage or disadvantage to such company by comparison to the other companies; (6) members of the Peer Group that file for bankruptcy, liquidation or reorganization during the Performance Period will remain in the Peer Group and with an assumed ROATCE of 0; and (7) the Committee shall have the authority to make other appropriate adjustments in response to a change in circumstances that results in a member of the Peer Group no longer satisfying the criteria for which such member was originally selected.

2021 Peer Group

Company Name	Ticker	City	State	Asset Size
Comerica, Inc.	CMA	Dallas	TX	84.3 b
Zions Bancorp, NA	ZION	Salty Lake City	UT	76.4 b
People’s United Financial Inc.	PBCT	Bridgeport	CT	61.5 b
Synovus Financial Corp.	SNV	Columbus	GA	54.1 b
TCF Financial Corp.	TCF	Detroit	MI	50.0 b
East West Bancorp	EWBC	Pasadena	CA	49.4 b
First Horizon National Corp.	FHN	Memphis	TN	48.6 b
Wintrust Financial Corp.	WTFC	Rosemont	IL	43.5 b
Valley National Bancorp	VLY	Wayne	NJ	41.7 b
Cullen/Frost Bankers Inc.	CFR	San Antonio	TX	39.3 b
F.N.B Corp.	FNB	Pittsburgh	PA	37.7 b
Associated Banc-Corp	ASB	Green Bay	WI	35.5 b
BankUnited Inc.	BKU	Miami Lakes	FL	34.7 b
Pinnacle Financial Partners	PNFP	Nashville	TN	33.4 b
Hancock Whitney Corp.	HWC	Gulfport	MS	33.2 b
Prosperity Bancshares Inc.	PB	Houston	TX	32.9 b
Webster Financial Corp.	WBS	Waterbury	CT	32.7 b
Sterling Bancorp	STL	Montebello	NY	30.8 b
Commerce Bancshares Inc.	CBSH	Kansas City	MO	30.4 b
UMB Financial Corp.	UMBF	Kansas City	MP	29.7 b
Umpqua Holdings Corp.	UMPQ	Portland	OR	29.6 b
PacWest Bancorp	PACW	Beverly Hills	CA	27.3 b
Bank OZK	OZK	Little Rock	AR	26.3 b

Exhibit 31.1

RULE 13A-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John C. Corbett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of South State Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2021


/s/ John C. Corbett
John C. Corbett
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

RULE 13A-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, William E. Matthews, V, certify that:

1. I have reviewed this quarterly report on Form 10-Q of South State Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2021


/s/ William E. Matthews, V
William E. Matthews, V
Senior Executive Vice President, Chief Financial Officer
(Principal Financial Officer)

Exhibit 32

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of South State Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. paragraph 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2021


/s/ John C. Corbett
John C. Corbett
Chief Executive Officer
(Principal Executive Officer)

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 7, 2021


/s/ William E. Matthews, V
William E. Matthews, V
Senior Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)