Business as Usual
Wed like to reiterate that its important we continue to move forward and take care of our customers. Despite the transitions ahead, lets all
do our best to not be distracted and stay focused on business as usual.
Your support is critical as we work to build a better combined company for our
associates and clients. Thank you for your partnership.
Frank Holding, Chairman and CEO of First
Citizens
Ellen Alemany, Chairwoman and CEO of CIT
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the
financial condition, results of operations, business plans and future performance of First Citizens and CIT. Words such as anticipates, believes, estimates, expects, forecasts,
intends, plans, projects, targets, designed, could, may, should, will or other similar words and expressions are intended to identify these
forward-looking statements. These forward-looking statements are based on First Citizens and CITs current expectations and assumptions regarding First Citizens and CITs businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances
and other factors that are difficult to predict. Many possible events or factors could affect First Citizens and/or CITs future financial results and performance and could cause the actual results, performance or achievements of First
Citizens and/or CIT to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, (1) the risk that the cost savings, any revenue synergies and
other anticipated benefits of the proposed merger may not be realized or may take longer than anticipated to be realized, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the
condition of the economy and competitive factors in areas where First Citizens and CIT do business, (2) disruption to the parties businesses as a result of the announcement and pendency of the proposed merger and diversion of
managements attention from ongoing business operations and opportunities, (3) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger
agreement between First Citizens and CIT, (4) the risk that the integration of First Citizens and CITs operations will be materially delayed or will be more costly or difficult than expected or that First Citizens and CIT are
otherwise unable to successfully integrate their businesses, (5) the failure to obtain the necessary approvals of the stockholders of First Citizens and/or CIT, (6) the outcome of any legal proceedings that may be instituted against First
Citizens and/or CIT, (7) the failure to obtain required governmental approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the
proposed transaction), (8) reputational risk and potential adverse reactions of First Citizens and/or CITs customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the
proposed merger, (9) the failure of any of the closing conditions in the definitive merger agreement to be satisfied on a timely basis or at all, (10) delays in closing the proposed merger, (11) the possibility that the proposed
merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by First Citizens issuance of additional shares of its capital stock in connection with the
proposed merger, (13) general competitive, economic, political and market conditions, (14) other factors that may affect future results of CIT and/or First Citizens including changes in asset quality and credit risk, the inability to
sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities,
and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms, and (15) the impact of the global COVID-19 pandemic on First Citizens and/or CITs businesses,
the ability to complete the proposed merger and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation, each
of First Citizens and CIT disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information
regarding First Citizens, CIT and factors which could affect the forward-looking statements contained herein can be found in First Citizens Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and its other filings with the Securities and Exchange
Commission (the SEC), and in CITs Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Reports on Form 10-Q for
the periods ended March 31, 2020, June 30, 2020 and September 30, 2020, and its other filings with the SEC.