OF FINANCIAL CONDITION AND RESULTS



OF
OPERATIONS


Management's discussion

and analysis ("MD&A") provides supplemental information,



which sets forth the major factors that have
affected our financial condition and results of

operations and should be read in conjunction with the Consolidated

Financial

Statements and related notes.

The following information should provide a better

understanding of the major factors and trends that affect our earnings performance and financial

condition, and how our performance during 2021 compares with prior

years.

Throughout this section, Capital City Bank Group,

Inc., and subsidiaries, collectively,

is referred to as "CCBG," "Company,"



"we,"
"us," or "our."

CAUTION CONCERNING FORWARD

-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including this MD&A

section, contains "forward-looking statements" within the



meaning of the
Private Securities Litigation Reform Act of 1995.

These forward-looking statements include, among others, statements



about our
beliefs, plans, objectives, goals, expectations, estimates and

intentions that are subject to significant risks and uncertainties



and are
subject to change based on various factors, many of which

are beyond our control.

The words "may,"

"could," "should," "would,"
"believe," "anticipate," "estimate," "expect," "intend,"

"plan," "target," "goal," and similar expressions are intended



to identify
forward-looking statements.

All forward-looking statements, by their nature, are subject

to risks and uncertainties.



Our actual future results may differ materially
from those set forth in our forward-looking statements.

Please see the Introductory Note and
Item 1A. Risk Factors

of our 2020
Report on Form 10-K, as updated in our subsequent quarterly

reports filed on Form 10-Q, and in our other filings made



from time to
time with the SEC after the date of this report.

However, other factors besides those

listed in our Quarterly Report or in our Annual Report also



could adversely affect our results,
and you should not consider any such list of factors to

be a complete set of all potential risks or uncertainties.



Any forward-looking
statements made by us or on our behalf speak only as of the

date they are made.

We do not undertake



to update any forward-looking
statement, except as required by applicable law.

BUSINESS OVERVIEW

We are a financial

holding company headquartered in Tallahassee,

Florida, and we are the parent of our wholly owned subsidiary, Capital City Bank (the "Bank" or "CCB").

The Bank offers a broad array of products and



services through a total of 57 full-service
offices located in Florida, Georgia,

and Alabama.

The Bank offers commercial and retail banking services,



as well as trust and asset
management, and retail securities brokerage.

We offer

residential mortgage banking services through Capital City Home

Loans.

Our profitability,

like most financial institutions, is dependent to a large

extent upon net interest income, which is the difference between the interest and fees received on earning assets, such

as loans and securities, and the interest paid on interest-bearing liabilities, principally deposits and borrowings.

Results of operations are also affected by the provision for



credit losses, noninterest
income such as deposit fees, wealth management fees, mortgage

banking

fees and bank card fees, and operating expenses such as salaries and employee benefits, occupancy,

and other operating expenses, including income taxes.

A detailed discussion regarding the economic conditions

in our markets and our long-term strategic objectives is included as part

of

the MD&A section of our 2020 Form 10-K.

Strategic Alliance
.

On March 1, 2020, CCB completed its acquisition of a 51% membership



interest in Brand Mortgage Group, LLC
("Brand") which is now operated as a Capital City Home Loans

("CCHL").

CCHL was consolidated into CCBG's

financial

statements effective March 1, 2020.

See Note 1 - Business Combination in the 2020 Form 10-K



in the Consolidated Financial
Statements.




























































































































































30

RESPONSE TO COVID-19 PANDEMIC

The global and local responses to the COVID-19 pandemic

have shown significant progress, and our clients and

associates continue

to

adjust to the changing conditions presented by the

pandemic. However, the pandemic



has adversely impacted a broad range of
industries in which the Company's

customers operate and could still impair their ability to



fulfill their financial obligations to the
Company.

In addition, although our associates have generally been

available and working during the pandemic, COVID-19 has the potential to create widespread business continuity issues for

the Company.

Congress, the President, and the Federal Reserve have

taken several actions designed to cushion the economic fallout.

The

Coronavirus Aid, Relief and Economic Security ("CARES") Act

was signed into law at the end of March 2020 as a $2 trillion legislative package.

The goal of the CARES Act was to curb the economic downturn



through various measures, including direct
financial aid to American families and economic

stimulus to significantly impacted industry sectors through programs



like the
Paycheck Protection Program ("PPP") and Main Street Lending

Program ("MSLP").



During December 2020, many provisions of the
CARES Act were extended through the end of 2021.

In addition to the general impact of COVID-19, certain provisions



of the
CARES Act as well as other recent legislative and regulatory

relief efforts have had a material impact on



the Company's 2020 and
2021 operations and could continue to impact operations going

forward.

The Company's business is dependent

upon the willingness and ability of its associates and clients to



conduct banking and other
financial transactions.

While it appears that epidemiological and macroeconomic

conditions are trending in a positive direction at March 31, 2021, if case counts trend higher in our

markets,

the Company could experience further adverse effects



on its business,
financial condition, results of operations and cash

flows.

While it is not possible to know the full universe or extent that the impact

of

COVID-19, and any potential resulting measures to curtail its spread,

will have on the Company's



future operations, we discuss
potential impacts on our financial performance in

more detail throughout parts of the MD&A section.

To protect the



health of our
clients and associates and comply with applicable government

directives, we have modified our business practices as noted



below.


COVID-19 Update

?

We continue

to closely follow COVID-19 case count trends in our markets and adjust

our operations as needed to respond to the changing conditions presented by the COVID-19 pandemic. ?

All of our banking offices are open for business, but

continue to be subject to national guidelines



and local safety
ordinances that are designed to protect our clients and associates.

?

To limit building

capacity, we continue

to utilize flexible in-office and remote working arrangements



for non-retail
associates.

?

In support of social distancing measures, we encourage

clients to use our enhanced digital access options for banking products and access to sales associates.




NON-GAAP FINANCIAL MEASURES

We present a

tangible common equity ratio and a tangible book value per

diluted share that, in each case, reduces shareowners' equity and total assets by the amount of goodwill resulting

from merger and acquisition activity.



We believe these

measures

are useful to
investors because it allows investors to more easily compare

our capital adequacy to other companies in the industry



,

although the
manner in which we calculate non-GAAP financial

measures may differ from that of other companies reporting



non-GAAP measures
with similar names.

The GAAP to non-GAAP reconciliation for each quarter presented

on page 31 is provided below.

2021

2020

2019


(Dollars in Thousands, except per share data)
First
Fourth
Third
Second
First
Fourth
Third
Second
Shareowners' Equity (GAAP)
$
324,426
$
320,837
$
339,425
$
335,057
$
328,507
$
327,016
$
321,562
$
314,595
Less: Goodwill (GAAP)
89,095
89,095
89,095
89,095
89,275
84,811
84,811
84,811
Tangible Shareowners' Equity (non

-GAAP)
A
235,331
231,742
250,330
245,962
239,232
242,205
236,751
229,784
Total Assets (GAAP)
3,929,884
3,798,071
3,587,041
3,499,524
3,086,523
3,088,953
2,934,513
3,017,654
Less: Goodwill (GAAP)
89,095
89,095
89,095
89,095
89,275
84,811
84,811
84,811
Tangible Assets (non-GAAP)
B
$
3,840,789
$
3,708,976
$
3,497,946
$
3,410,429
$
2,997,248
$
3,004,142
$
2,849,702
$
2,932,843
Tangible Common Equity Ratio

(non-GAAP)
A/B
6.13%
6.25%
7.16%
7.21%
7.98%
8.06%
8.31%
7.83%
Actual Diluted Shares Outstanding (GAAP)
C
16,875,719
16,844,997
16,800,563
16,821,743
16,845,462
16,855,161
16,797,241
16,773,449
Diluted Tangible Book Value

(non-GAAP)

A/C
13.94
13.76
14.90
14.62
14.20
14.37
14.09
13.70


























































































































































































































































































































































































































































31
SELECTED QUARTERLY

FINANCIAL DATA

(UNAUDITED)
(Dollars in Thousands, Except
2021
2020
2019
Per Share Data)
First
Fourth
Third
Second
First
Fourth
Third
Second
Summary of Operations
:
Interest Income
$
25,446
$
26,154
$
26,166
$
26,512
$
27,365
$
28,008
$
28,441
$
28,665
Interest Expense
948
1,181
1,044
1,054
1,592
1,754
2,244
2,681
Net Interest Income
24,498
24,973
25,122
25,458
25,773
26,254
26,197
25,984
Provision for Credit Losses
(982)
1,342
1,308
2,005
4,990
(162)
776
646
Net Interest Income After

Provision for Credit Losses
25,480
23,631
23,814
23,453
20,783
26,416
25,421
25,338
Noninterest Income
29,826
30,523
34,965
30,199
15,478
13,828
13,903
12,770
Noninterest Expense
40,476
41,348
40,342
37,303
30,969
29,142
27,873
28,396
Income

Before

Income Taxes
14,830
12,806
18,437
16,349
5,292
11,102
11,451
9,712
Income Tax Expense
2,787
2,833
3,165
2,950
1,282
2,537
2,970
2,387
(Income) Loss Attributable to NCI
(2,537)
(2,227)
(4,875)
(4,253)
277
-
-
-
Net Income Attributable to CCBG
9,506
7,746
10,397
9,146
4,287
8,565
8,481
7,325
Net Interest Income (FTE)
$
24,607
$
25,082
$
25,233
$
25,564
$
25,877
$
26,378
$
26,333
$
26,116

Per Common Share
:
Net Income Basic
$
0.56
$
0.46
$
0.62
$
0.55
$
0.25
$
0.51
$
0.51
$
0.44
Net Income Diluted
0.56
0.46
0.62
0.55
0.25
0.51
0.50
0.44
Cash Dividends Declared
0.15
0.15
0.14
0.14
0.14
0.13
0.13
0.11
Diluted Book Value
19.22
19.05
20.20
19.92
19.50
19.40
19.14
18.76
Diluted Tangible Book Value
(1)
13.94
13.76
14.90
14.62
14.20
14.37
14.09
13.70
Market Price:

High
28.98
26.35
21.71
23.99
30.62
30.95
28.00
25.00

Low
21.42
18.14
17.55
16.16
15.61
25.75
23.70
21.57

Close
26.02
24.58
18.79
20.95
20.12
30.50
27.45
24.85

Selected Average Balances
:
Loans Held for Investment
$
2,044,363
$
1,993,470
$
2,005,178
$
1,982,960
$
1,847,780
$
1,834,085
$
1,824,685
$
1,814,401
Earning Assets
3,497,929
3,337,409
3,223,838
3,016,772
2,751,880
2,694,700
2,670,081
2,719,217
Total Assets
3,821,521
3,652,436
3,539,332
3,329,226
3,038,788
2,982,204
2,959,310
3,010,662
Deposits
3,239,508
3,066,136
2,971,277
2,783,453
2,552,690
2,524,951
2,495,755
2,565,431
Shareowners' Equity
326,330
343,674
340,073
333,515
331,891
326,904
320,273
313,599
Common Equivalent Average Shares:

Basic
16,838
16,763
16,771
16,797
16,808
16,750
16,747
16,791

Diluted
16,862
16,817
16,810
16,839
16,842
16,834
16,795
16,818
Performance Ratios:
Return on Average Assets

1.01
%
0.84
%
1.17
%
1.10
%
0.57
%
1.14
%
1.14
%
0.98
%
Return on Average Equity
11.81
8.97
12.16
11.03
5.20
10.39
10.51
9.37
Net Interest Margin (FTE)
2.85
3.00
3.12
3.41
3.78
3.89
3.92
3.85

Noninterest Income as % of

Operating Revenue
54.90
55.00
58.19
54.26
37.52
34.50
34.67
32.95
Efficiency Ratio
74.36
74.36
67.01
66.90
74.89
72.48
69.27
73.02

Asset Quality:
Allowance for Credit Losses ("ACL")

$
22,026
$
23,816

$
23,137
$
22,457
$
21,083
$
13,905
$
14,319
$
14,593
ACL to Loans HFI
1.07
%
1.19
%
1.16
%
1.11
%
1.13
%
0.75
%
0.78
%
0.79
%
Nonperforming Assets ("NPAs")
5,472
6,679
6,732
8,025
6,337
5,425
5,454
6,632

NPAs to Total

Assets
0.14
0.18
0.19
0.23
0.21
0.18
0.19
0.22
NPAs to Loans HFI plus OREO
0.27
0.33
0.34
0.40
0.34
0.29
0.30
0.36
ACL to Non-Performing Loans
410.78
405.66
420.30
322.37
432.61
310.99
290.55
259.55
Net Charge-Offs to Average

Loans HFI
(0.10)
0.09
0.11
0.05
0.23
0.05
0.23
0.04
Capital Ratios:
Tier 1 Capital
16.08
%
16.19
%
16.77
%
16.59
%
16.12
%
17.16
%
16.83
%
16.36
%
Total Capital
17.20
17.30
17.88
17.60
17.19
17.90
17.59
17.13
Common Equity Tier 1
13.63
13.71
14.20
14.01
13.55
14.47
14.13
13.67
Leverage
8.97
9.33
9.64
10.12
10.81
11.25
11.09
10.64

Tangible Common Equity
(1)
6.13
6.25
7.16
7.21
7.98
8.06
8.31
7.83

(1)

Non-GAAP financial measure.

See non-GAAP reconciliation on page 30.



32
FINANCIAL OVERVIEW

Results of Operations


Performance Summary
.

Net income was $9.5 million, or $0.56 per diluted share,

for the first quarter of 2021 compared to net income of $7.7 million, or $0.46 per diluted share, for the fourth

quarter of 2020 and net income of $4.3 million,



or $0.25 per diluted share,

for
the first quarter of 2020.


Net Interest Income
.

Taxable equivalent

net interest income for the first quarter of 2021 was $24.6



million compared to $25.1 million
for the fourth quarter of 2020 and $25.9 million for the

first quarter of 2020.

The decrease compared to both prior periods reflected lower rates earned

on investment securities and variable/adjustable rate loans.

The year-over-year decline also reflected lower rates on overnight funds.

Partially offsetting these declines were higher volumes

of earning assets, including lower yielding loans from

the

SBA Paycheck Protection Program ("SBA PPP") and overnight

funds.

Provision and Allowance for Credit

Losses.

For the first quarter of 2021, we recorded a negative provision



of $1.0 million compared
to provision expense of $1.3 million for the fourth

quarter of 2020 and $5.0 million for the first quarter of

2020.



The negative
provision for the first quarter of 2021 generally reflected

improving economic conditions and a lower level of expected



losses related
to COVID-19.

Further, we recognized net loan recoveries

of $0.5 million in the first quarter of 2021.





Noninterest Income
.

Noninterest income for the first quarter of 2021 totaled $29.8

million, a decrease of $0.7 million, or 2.3%, from the fourth quarter of 2020 and a $14.3 million, or 92.7%,

increase over the first quarter of 2020.



The decrease from the fourth quarter
of 2020 was due to a seasonal decline in mortgage

banking revenues.

The increase over the first quarter of 2020 was also attributable to higher mortgage banking revenues due to the strategic



alliance with CCHL.



Noninterest Expense
.

Noninterest expense for the first quarter of 2021 totaled $40.5

million, a decrease of $0.9 million, or 2.1%, from the fourth quarter of 2020 and a $9.5 million, or 30.78%,

increase over the first quarter of 2020.



The decrease from the fourth quarter
of 2020 was primarily attributable to lower compensation

expense and other real estate owned ("OREO") expense.



The increase
compared to the first quarter of 2020 reflected expenses added

by the CCHL acquisition as Core CCBG's



expenses remained flat.


Financial Condition

Earning Assets
.

Average

earning assets were $3.498 billion for the first quarter of 2021,

an increase of $160.5 million, or 4.8%

over

the fourth quarter of 2020, and an increase of $746.0 million,

or 27.1% over the first quarter of 2020.



The increase over both prior
periods was primarily driven by higher deposit balances,

which funded growth in both overnight funds sold and SBA PPP loans.

Deposit balances increased as a result of strong core deposit

growth, in addition to funding retained at the bank from



SBA PPP loans,
and various other stimulus programs.

Loans
.

Average loans held

for investment ("HFI") increased $50.9 million, or



2.6%, over the fourth quarter of 2020 and $196.6
million, or 10.6%, over the first quarter of 2020.

Period end balances increased $51.3 million, or 2.6%, over the fourth



quarter of
2020 and $195.3 million, or 10.5%, over the first quarter

of 2020.

In the first quarter of 2021, we originated an additional round

of

SBA PPP loans totaling $65.4 million.

Excluding SBA PPP loans, average and period end loans increased

$23 million and $36
million, respectively,

over the fourth quarter of 2020.




Credit Quality
.

Nonaccrual loans totaled $5.4 million (0.26% of HFI loans)

at March 31, 2021

compared to $5.9 million (0.29%

of

HFI loans) at December 31, 2020 and $4.9 million (0.26%

of HFI loans) at March 31, 2020.



Classified loans totaled $20.6 million,
$17.6

million, and $16.5 million at the same respective periods.

We continue



to closely monitor borrowers and loan portfolio
segments impacted by the pandemic.

Approximately $328 million of the $333 million in loans that received



COVID-19 loan
extension have resumed making regularly scheduled payments

and we have experienced nominal problem loan migration



within that
pool of loans.


Deposits
.

Average total

deposits increased $173.4 million, or 5.7%, over the fourth

quarter of 2020,



and $686.8 million, or 26.9%,
over the first quarter of 2020.

Period end deposit balances grew $140.5 million and

$812.5 million over the fourth quarter of 2020 and first quarter of 2020,

respectively, indicating

strong growth in core deposit balances.



Over the past twelve months, multiple
government stimulus programs have been implemented,

including the CARES Act and the American Rescue Plan Act, which

are

responsible for a portion of this growth.

Capital


.

At March 31, 2021, we were well-capitalized with a total risk-based

capital ratio of 17.20%



and a tangible common equity
ratio (a non-GAAP financial measure) of 6.13% compared

to 17.30% and 6.25%, respectively,



at December 31, 2020 and 17.19% and
7.98%, respectively,

at March 31, 2020.

At March 31, 2021, all of our regulatory capital ratios exceeded



the threshold to be well-
capitalized under the Basel III capital standards.



































































































































33
RESULTS

OF OPERATIONS


Net Income

For the first quarter of 2021, we realized net income of

$9.5 million, or $0.56 per diluted share, compared to



net income of $7.7
million, or $0.46 per diluted share, for the fourth quarter

of 2020, and $4.3 million, or $0.25 per diluted share, for the first quarter



of
2020.


Compared to the fourth quarter of 2020, the $2.0 million

increase in operating profit was attributable to a $2.3



million decrease in the
provision for credit losses and lower noninterest expense

of $0.9 million, partially offset by a $0.7 million



decrease in noninterest
income and lower net interest income of $0.5 million.


Compared to the first quarter of 2020, the $9.5 million

increase in operating profit was attributable to a $14.3 million



increase in
noninterest income and a lower provision for credit losses of

$6.0 million, partially offset by higher noninterest



expense of $9.5 million
and lower net interest income of $1.3 million.

This comparison reflects the acquisition of a 51% membership



interest in, and
consolidation of, CCHL on March 1, 2020.

A condensed earnings summary of each major component

of our financial performance is provided below:



Three Months Ended
(Dollars in Thousands, except per share data)
March 31, 2021
December 31, 2020
March 31, 2020
Interest Income
$
25,446
$
26,154
$
27,365
Taxable Equivalent Adjustments
109
109
104
Total Interest Income (FTE)
25,555
26,263
27,469
Interest Expense
948
1,181
1,592
Net Interest Income (FTE)
24,607
25,082
25,877
Provision for Credit Losses
(982)
1,342
4,990
Taxable Equivalent Adjustments
109
109
104
Net Interest Income After Provision for Credit Losses
25,480
23,631
20,783
Noninterest Income
29,826
30,523
15,478
Noninterest Expense
40,476
41,348
30,969
Income Before Income Taxes
14,830
12,806
5,292
Income Tax Expense
2,787
2,833
1,282
Pre-Tax (Income) Loss

Attributable to Noncontrolling Interests
(2,537)
(2,227)
277
Net Income Attributable to Common Shareowners
$
9,506
$
7,746
$
4,287

Basic Net Income Per Share
$
0.56
$
0.46
$
0.25
Diluted Net Income Per Share
$
0.56
$
0.46
$
0.25

Net Interest Income

Net interest income represents our single largest

source of earnings and is equal to interest income and fees



generated by earning
assets less interest expense paid on interest bearing liabilities.

This information is provided on a "taxable equivalent" basis to

reflect

the tax-exempt status of income earned on certain loans

and state and local government debt obligations.



We provide an analysis of
our net interest income including average yields and rates

in Table I on page 44.

Tax-equivalent

net interest income for the first quarter of 2021 was $24.6 million

compared to $25.1 million for the fourth quarter of 2020 and $25.9 million for the first quarter of 2020.

The decrease compared to both prior periods reflected lower



rates earned on
investment securities and variable/adjustable rate loans.

The year-over-year decline also reflected lower rates on overnight

funds.

Partially offsetting these declines were higher volumes

of earning assets, including lower yielding SBA PPP loans and

overnight

funds.

Our net interest margin for the first quarter

of 2021 was 2.85%, a decrease of 15 basis points from



the fourth quarter of 2020 and a
decline of 93 basis points from the first quarter of 2020.

The decreases were primarily attributable to significant growth in

overnight

funds which reduced our margin.

Our net interest margin for the first quarter of 2021



,

excluding the impact of overnight funds in
excess of $200 million, was 3.45%.

We anticipate

margin improvement from these levels as a portion



of our overnight funds are
deployed into various strategies under consideration.


























































































34

The federal funds target rate has remained

in the range of 0.00%-0.25% since March 2020 when the Fed



reduced its overnight rate by
150 basis points, and as a result we continue to experience

lower repricing of our variable/adjustable rate earning assets and investment securities. Interest and fee income related

to the SBA PPP (See Loans below) will partially offset

the effect of lower rates.

Our overall cost of funds remained low during

the first quarter of 2021 at 0.11%, a decrease



of three basis points compared to the
fourth quarter of 2020, primarily due to a reduction in

short-term borrowings.

Due to highly competitive fixed-rate loan pricing in our

markets, we continue to review our loan pricing and make adjustments



where
we believe

appropriate and prudent.


Provision for Credit Losses


We recorded

a negative provision for credit losses of $1.0 million (consisting

of a negative $2.3 million for HFI loans, partially offset by a $1.3 million expense for unfunded loan commitments)

for the first quarter of 2021 compared to provision expense



of $1.3 million
for the fourth quarter of 2020 and $5.0 million for the

first quarter of 2020.

The negative provision for the first quarter of 2021 generally reflected improving economic conditions and

a lower level of expected losses related to COVID-19.



Further, we recognized
net loan recoveries of $0.5 million in the first quarter

of 2021.

We discuss the allowance



for credit losses and COVID-19 exposure
further below.



Charge-off activity for the respective

periods is set forth below:



Three Months Ended
(Dollars in Thousands, except per share data)
March 31, 2021
December 31, 2020
March 31, 2020
CHARGE-OFFS
Commercial, Financial and Agricultural

$
69

$
104

$
362
Real Estate - Construction
-
-
-
Real Estate - Commercial Mortgage
-
-
11
Real Estate - Residential
6
38
110
Real Estate - Home Equity
5
10
31
Consumer
(1)
1,056
1,232
1,566
Total Charge

-offs

$
1,136
$

1,384

$
2,080

RECOVERIES
Commercial, Financial and Agricultural
$

136

$
64

$
40
Real Estate - Construction
-
50
-
Real Estate - Commercial Mortgage
645
27
191
Real Estate - Residential
75
153
40
Real Estate - Home Equity
124
40
33
Consumer
(1)
678
564
695
Total Recoveries

$
1,658

$
898

$
999

Net Charge-offs (Recoveries)

$
(522)

$
486

$
1,081

Net Charge-offs (Recoveries) (Annualized)



to Average Loans HFI
(0.10)
%
0.09
%
0.23
%
(1)
Includes overdrafts.


Noninterest Income

Noninterest income for the first quarter of 2021 totaled

$29.8 million compared to $30.5 million for the fourth



quarter of 2020 and
$15.5 million for the first quarter of 2020.

The decrease from the fourth quarter of 2020 was due to lower mortgage



banking revenues
of $0.6 million and deposit fees of $0.4 million, partially

offset by higher bank card fees of $0.2 million and



other income of $0.1
million.

Compared to the first quarter of 2020, the $14.3 million increase

reflected higher mortgage banking revenues of $13.9 million, wealth management fees of $0.5 million,

and bank card fees of $0.6 million, partially offset by



lower deposit fees of $0.7
million.













































35

Noninterest income represented 54.9% of operating revenues

(net interest income plus noninterest income) for the first quarter



of 2021
compared to 55.0% for the fourth quarter of 2020 and

37.5% for the first quarter of 2020.

The 51% ownership acquisition of CCHL and consolidation

into CCBG's financial statements

occurred on March 1, 2020.



The table
below reflects the major components of noninterest income

for both Core CCBG and CCHL to help facilitate a better understanding

of

the period over period comparison.




Three Months Ended
Mar 31, 2021
Dec 31, 2020
Mar 31, 2020
(Dollars in thousands)
Core
CCBG
CCHL
Core
CCBG
CCHL
Core
CCBG
CCHL
Deposit Fees
$
4,271
-
$
4,713
$
-
$
5,015
$
-
Bank Card Fees
3,618
-
3,462
-
3,051
-
Wealth Management Fees
3,090
-
3,069
-
2,604
-
Mortgage Banking Revenues
279
16,846
302
17,409
1,138
2,115
Other

1,296
426
1,205
363
1,459
96
Total Noninterest Income
$
12,554
$
17,272
$
12,751
$
17,772
$
13,267
$
2,211

Significant components of noninterest income are

discussed in more detail below.



Deposit Fees
.

Deposit fees for the first quarter of 2021 totaled $4.3 million,

a decrease of $0.4 million, or 9.4%, from the fourth quarter of 2020 and $0.7 million,

or 14.8%, from the first quarter of 2020.

The decrease from both prior periods was attributable to lower overdraft fees and reflected lower utilization

of our overdraft services,

which we believe is primarily attributable to government stimulus.

Bank Card Fees
.

Bank card fees for the first quarter of 2021 totaled $3.6

million, an increase of $0.2 million, or 4.5%, over the fourth quarter of 2020 and $0.6

million, or 18.6%, over the first quarter of 2020.

Compared to both prior periods, the improvement reflected higher card activity driven by increased consumer spending



,

which we believe is reflective of the economic recovery



and additional
government stimulus.


Wealth

Management Fees
.

Wealth management

fees, which include both trust fees (i.e., managed accounts

and trusts/estates)

and

retail brokerage fees (i.e., investment, insurance products,

and retirement accounts), totaled $3.1 million for the



first quarter of 2021,
comparable to the fourth quarter of 2020 and an increase

of $0.5

million, or 18.7%, over the first quarter of 2020.



The increase over
the first quarter of 2020 reflected higher assets under management

and higher trading activity.



At March 31, 2021, total assets under
management were approximately $2.088 billion compared

to $1.979 billion at December 31, 2020 and $1.561 billion at March



31,
2020.


Mortgage Banking Revenues
.

Mortgage banking revenues totaled $17.1 million for the



first quarter of 2021, a decrease of $0.6
million, or 3.3%, from the fourth quarter of 2020

and an increase of $13.9 million, or 426.4% over the first quarter

of 2020.

The

decrease from the fourth quarter of 2020 reflected

a seasonal decline in production.



The increase over the first quarter of 2020 was
attributable to the strategic alliance with CCHL that began

on March 1, 2020.

Noninterest Expense

Noninterest expense for the first quarter of 2021 totaled

$40.5 million compared to $41.3 million for the fourth



quarter of 2020 and
$31.0 million for the first quarter of 2020.

The decrease from the fourth quarter of 2020 was primarily attributable



to lower
compensation expense of $0.6 million and other real estate owned

("OREO") expense of $0.7 million, partially offset



by higher other
expense of $0.5 million.

Compared to the first quarter of 2020, the $9.5 million



increase reflected expenses added by the CCHL
acquisition as Core CCBG's expenses

remained flat.








































































































































36

The 51% ownership acquisition of CCHL and consolidation

into CCBG's financial statements

occurred on March 1, 2020.



The table
below reflects the major components of noninterest expense

for both Core CCBG and CCHL to help facilitate a better

understanding

of the year over year comparison.




Three Months Ended
Mar 31, 2021
Dec 31, 2020
Mar 31, 2020
(Dollars in thousands)
Core
CCBG
CCHL
Core
CCBG
CCHL
Core
CCBG
CCHL
Salaries
$
12,171
10,276
$
12,384
$
10,398
$
13,488
$
2,242
Associate Benefits
3,396
221
3,740
200
3,957
49
Total Compensation
15,567
10,497
16,124
10,598
17,445
2,291
Premises
2,372
387
2,340
397
2,249
134
Equipment
2,734
474
2,716
523
2,499
97
Total Occupancy
5,106
861
5,056
920
4,748
231
Legal Fees
553
5
315
31
468
-
Professional Fees
1,167
163
1,078
154
1,055
66
Processing Services
1,545
-
1,299
-
1,557
-
Advertising
442
307
505
286
461
123
Travel and Entertainment
99
44
110
70
242
75
Printing and Supplies
176
48
172
30
187
13
Telephone
668
87
636
111
577
33
Postage
171
54
173
39
175
11
Insurance - Other
501
-
457
-
296
-
Other Real Estate Owned, Net
(118)
-
570
(4)
(798)
-
Miscellaneous
2,140
393
1,584
1,034
1,577
136
Total Other Expense
7,344
1,101
6,899
1,751
5,797
457
Total Noninterest Expense
$
28,017
$
12,459
$
28,079
$
13,269
$
27,990
$
2,979

Significant components of noninterest expense are

discussed in more detail below.

Compensation


.

Compensation expense totaled $26.1 million for the first quarter

of 2021, a decrease of $0.7 million, or 2.5%, from the fourth quarter of 2020 and an increase of $6.3 million,

or 32.1%, over the first quarter of 2020.



The decrease from the fourth quarter
of 2020 was due to lower salary expense at Core CCBG (primarily

realized loan cost which is a credit offset to expense)



and lower
associate benefit expense (associate insurance).

The increase over the first quarter of 2020 reflects the addition



of expenses for a full
quarter from CCHL.


Occupancy.

Occupancy expense (including premises and equipment) totaled

$6.0 million for the first quarter of 2021, comparable to the fourth quarter of 2020 and an increase of $1.0 million,

or 19.9%, over the first quarter of 2020.



Compared to the first quarter of
2020, the increase reflected expenses added from

the CCHL integration,

primarily lease expense for loan production offices.

Higher

expense for maintenance and repairs at Core CCBG also contributed,



but to a lesser extent.


Other
.

Other noninterest expense totaled $8.4 million for the first quarter

of 2021, a decrease of $0.2 million, or 2.4%, from the

fourth

quarter of 2020 and an increase of $2.2 million, or 35

.0%, over the first quarter of 2020.



The increase over the first quarter of 2020
reflected the addition of CCHL expenses and higher

OREO expense at Core CCBG driven by a $1.0 million gain



from the sale of a
banking office in the first quarter of 2020.

Our operating efficiency ratio (expressed

as noninterest expense as a percent of the sum of taxable-equivale



nt net interest income plus
noninterest income) was 74.36% for the first quarter

of 2021 compared to 74.36%



for the fourth quarter of 2020 and 74.89% for the
first quarter of 2020.


Income Taxes

We realized income

tax expense of $2.8 million (effective rate of 19%)

for the first quarter of 2021 compared to $2.8 million (effective rate of 22%) for the fourth quarter

of 2020 and $1.3 million (effective rate of 24%) for the

first quarter of 2020.

Tax

expense for the fourth quarter of 2020 was unfavorably

impacted by a $0.3 million discrete tax expense.



Compared to the first quarter
of 2020, the decrease in our effective tax rate

was attributable to converting CCHL to a partnership for tax



purposes in the second
quarter of 2020.

Absent discrete items, we expect our annual effective tax

rate to approximate 18%-19% in 2021.



37

FINANCIAL CONDITION

Average earning

assets were $3.498 billion for the first quarter of 2021, an

increase of $160.5 million, or 4.8%, over the fourth quarter of 2020, and an increase of $746.0 million, or 27.1%,

over the first quarter of 2020.



The increase over both prior periods was
primarily driven by higher deposit balances, which funded

growth in both overnight funds sold and SBA PPP loans.



Deposit balances
increased as a result of strong core deposit growth,

in addition to funding retained at the bank from SBA PPP loans, and



various other
stimulus programs.


Investment Securities

In the first quarter of 2021, our average investment

portfolio increased $14.9 million, or 2.9%, over the fourth



quarter of 2020 and
decreased $102.1 million, or 16.1%, from the

first quarter of 2020.

Securities in our investment portfolio represented 15.2% of our average earning assets for the first quarter of 2021

compared to 15.5% for the fourth quarter of 2020, and 23.1% for the



first quarter of
2020.

For the remainder of 2021, we will continue to monitor the

interest rate environment and look for opportunities to purchase additional investment securities that align with the overall

investment strategy of the Company.

The investment portfolio is a significant component of

our operations and, as such, it functions as a key element



of liquidity and
asset/liability management.

Two types of classifications

are approved for investment securities which are Available



-for-Sale ("AFS")
and Held-to-Maturity ("HTM").

During the first quarter of 2021, we purchased securities under



the AFS designation.

At March 31,
2021,

$406.2 million, or 67.1%, of our investment portfolio was classified as AFS,

and $199.1 million, or 32.9%, classified as HTM.

The average maturity of our total portfolio at March

31, 2021 was 2.78 years compared to 2.09 years and 2.20 years



at December 31,
2020

and March 31, 2020, respectively.

We determine

the classification of a security at the time of acquisition based

on how the purchase will affect our asset/liability strategy and future business plans and opportunities.

We consider

multiple factors in determining classification, including



regulatory capital
requirements, volatility in earnings or other comprehensive

income, and liquidity needs.



Securities in the AFS portfolio are recorded
at fair value with unrealized gains and losses associated with

these securities recorded net of tax, in



the accumulated other
comprehensive income component of shareowners' equity.

HTM securities are acquired or owned with the intent



of holding them to
maturity.

HTM investments are measured at amortized cost.

We do not

trade, nor do we presently intend to begin trading investment securities for the purpose of recognizing gains and therefore

we do not maintain a trading portfolio.

At March 31, 2021,

there were 89 positions (combined AFS and HTM) with unrealized

losses totaling $1.4 million at March 31, 2021.

GNMA mortgage-backed securities, US Treasuries,

and SBA securities carry the full faith and credit



guarantee of the US
Government, and are 0% risk-weighted assets for regulatory

purposes. The municipal bond positions are either pre



-refunded with
government securities, or are AAA rated. None of these

positions with unrealized losses are considered impaired, and



all are expected
to mature at par.

Further, we believe the long history of

no credit losses on these securities indicates that the expectation

of

nonpayment of the amortized cost basis is zero.




Loans HFI

Average loans

HFI increased $50.9 million, or 2.6%, over the fourth quarter of 2020



and increased $196.6 million, or 10.6%, over the
first quarter of 2020.

Compared to the fourth quarter of 2020, average loan balances



increased across all loan types except
institutional and consumer, which

declined slightly.

Compared to the first quarter of 2020, average loan balances increased



across all
loan types except institutional, consumer,

and HELOCs.

Period-end HFI loans increased $51.3 million, or 2.6%, over



the fourth
quarter of 2020 and increased $195.3 million, or 10.5%,

over the first quarter of 2020.

In the first quarter of 2021, we originated an additional

round of SBA PPP loans totaling $65.4 million (reflected in the

commercial

loan category) which averaged $23.7 million for the quarter.

Approximately $256 million in SBA PPP loans have been made

since

the inception of this program.

Through the first quarter of 2021, approximately $47



million in SBA PPP loans have been forgiven and
paid-off ($36 million in the first quarter of 2021

and $11 million in the fourth quarter of 2020).



Forgiveness applications are expected
to remain strong over the next three months for SBA PPP loans

funded in 2020, and then over the course of 2021 for the



SBA PPP
loans funded in 2021.

SBA PPP loan fee income totaled approximately $1.3 million

for the first quarter of 2021.



At March 31, 2021
we had $5.0 million (net) in deferred SBA PPP loan fees.

Without compromising our credit standards



,

changing our underwriting standards, or taking on inordinate interest



rate risk, we
continue to closely monitor our markets and make minor

adjustments as necessary.




















































































































38
Credit Quality

Nonperforming assets (nonaccrual loans and OREO) totaled

$5.5 million at March 31, 2021, a $1.2 million decrease



from December
31, 2020 and a $0.9 million decrease from March 31, 2020

.

Nonaccrual loans totaled $5.4 million at March 31, 2021,



a $0.5 million
decrease from December 31, 2020 and a $0.5 million increase

over March 31, 2020.



The balance of OREO totaled $0.1 million at
March 31, 2021, a decrease of $0.7 million and $1.4

million from December 31, 2020 and March 31, 2020,



respectively.


(Dollars in Thousands)
March 31, 2021
December 31, 2020

March

31, 2020
Nonaccruing Loans:






Commercial, Financial and Agricultural
$
150


$
161


$
358


Real Estate - Construction
179


179


-

Real Estate - Commercial Mortgage



1,256



1,412



1,332


Real Estate - Residential
3,150


3,130


2,213


Real Estate - Home Equity

462



695



692


Consumer
165


294


279

Total Nonaccruing

Loans ("NALs")
(1)
$
5,362

$
5,871

$
4,874

Other Real Estate Owned

110



808



1,463

Total Nonperforming

Assets ("NPAs")
$
5,472


$
6,679


$
6,337

Past Due Loans 30 - 89 Days

$
2,622
$
4,594
$
5,077
Performing Troubled Debt Restructurings
13,597


13,887


15,934

Nonaccruing Loans/Loans HFI

0.26
%


0.29
%


0.26
%
Nonperforming Assets/Total

Assets
0.14
0.18
0.21

Nonperforming Assets/Loans HFI Plus OREO



0.27


0.33


0.34
Allowance/Nonaccruing Loans

410.78


405.66


432.61

(1)

Nonaccrual TDRs totaling $0.7 million, $0.5 million, and

$1.0 million are included in NALs for March



31, 2021, December 31,
2020 and March 31, 2020, respectively.

COVID-19 Exposure

We continue

to monitor our loan portfolio for segments that continue to be

affected by the pandemic.



To assist our clients, we have
extended loans totaling $333 million of which 75% were

for commercial borrowers and 25% were for consumer

borrowers.

Approximately $328 million, or 98%, of the loan balances associated

with these borrowers have resumed making regularly

scheduled

payments of which loan balances totaling $2.9 million

were over 30 days delinquent and an additional $0.6 million was



on nonaccrual
status at March 31, 2021.

Of the $5 million that remains on extension, no loans were

classified at March 31, 2021.

Allowance for Credit Losses

The allowance for credit losses is a valuation account that

is deducted from the loans' amortized cost basis to present



the net amount
expected to be collected on the loans.

The allowance for credit losses is adjusted by a credit loss provision



which is reported in
earnings, and reduced by the charge-off

of loan amounts, net of recoveries.



Loans are charged off against the allowance when
management believes the uncollectability of a loan balance

is confirmed.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected

to be charged-off.

Expected credit loss inherent in non-cancellable off



-balance sheet credit
exposures is provided through the credit loss provision,

but recorded as a separate liability included in other liabilities.

Management estimates the allowance balance using

relevant available information, from internal and external



sources relating to past
events, current conditions, and reasonable and supportable

forecasts.

Historical loan default and loss experience provides the basis for the estimation of expected credit losses.

Adjustments to historical loss information incorporate



management's view of current
conditions and forecasts.



39

At March 31, 2021, the allowance for credit losses for

loans HFI totaled $22.0 million compared to $23.8 million



at December 31,
2020 and $21.1 million at March 31, 2020.

Activity within the allowance is detailed in Note 3 to the consolidated

financial

statements.

The $1.8 million net decrease in the allowance for the

first quarter of 2021 reflected net loan recoveries totaling

$0.5

million and the release of $2.3 million in reserves

which reflected lower expected loan losses related to COVID-19.



At March 31,
2021, the allowance represented 1.07% of loans HFI and

provided coverage of 411% of nonperforming



loans compared to 1.19% and
406%, respectively,

at December 31, 2020 and 1.13% and 433%, respectively,

at March 31, 2020.



At March 31, 2021, excluding SBA
PPP loans (100% government guaranteed), the

allowance represented 1.19% of loans HFI compared to 1.30%

at December 31, 2020.

At March 31, 2021, the allowance for credit losses for

unfunded commitments totaled $3.0 million compared to $1.6 million

at

December 31, 2020 and $1.0 million at March 31,

2020.

The allowance for unfunded commitments is recorded in other liabilities.

Deposits

Average total

deposits were $3.240 billion for the first quarter of 2021, an

increase of $173.4 million, or 5.7%, over the fourth quarter of 2020 and $686.8 million, or 26.9%, over the first quarter

of 2020.

Over the past twelve months, multiple government stimulus programs have been implemented, including the CARES Act

and the American Rescue Plan Act, which are responsible for



a portion
of this growth. Given these large increases, the

potential exists for our deposit levels to be volatile throughout 2021



due to the
uncertain timing of the outflows of the stimulus related balances

and the economic recovery.



It is anticipated that current liquidity
levels will remain robust due to our strong overnight funds

sold position.

We monitor

deposit rates on an ongoing basis and adjust if necessary,

as a prudent pricing discipline remains the key to managing

our

mix of deposits.

MARKET RISK AND INTEREST RATE

SENSITIVITY

Market Risk and Interest Rate Sensitivity

Overview.

Market risk management arises from changes in interest rates,

exchange rates, commodity prices, and equity prices.

We

have risk management policies to monitor and limit exposure

to interest rate risk and do not participate in activities that



give rise to
significant market risk involving exchange rates, commodity

prices, or equity prices. Our risk management policies are

primarily

designed to minimize structural interest rate risk.



Interest Rate Risk Management.
Our net income is largely dependent on net interest

income.



Net interest income is susceptible to
interest rate risk to the degree that interest-bearing

liabilities mature or re-price on a different basis than interest

-earning assets.

When

interest-bearing liabilities mature or re-price more quickly

than interest-earning assets in a given period, a significant increase

in

market rates of interest could adversely affect

net interest income.

Similarly, when interest-earning



assets mature or re-price more
quickly than interest-bearing liabilities, falling interest rates could

result in a decrease in net interest income.



Net interest income is
also affected by changes in the portion of

interest-earning assets that are funded by interest-bearing liabilities rather



than by other
sources of funds, such as noninterest-bearing deposits and

shareowners' equity.


We have established

a comprehensive interest rate risk management policy,

which is administered by management's

Asset/Liability

Management Committee ("ALCO").

The policy establishes risk limits, which are quantitative measures



of the percentage change in
net interest income (a measure of net interest income at

risk) and the fair value of equity capital (a measure of economic



value of
equity ("EVE") at risk) resulting from a hypothetical change

in interest rates for maturities from one day to 30 years.



We measure the
potential adverse impacts that changing interest rates may

have on our short-term earnings, long-term value, and



liquidity by
employing simulation analysis through the use of

computer modeling.

The simulation model is designed to capture optionality

factors

such as call features and interest rate caps and floors imbedded

in investment and loan portfolio contracts.



As with any method of
analyzing interest rate risk, there are certain shortcomings

inherent in the interest rate modeling methodology that

we use.

When

interest rates change, actual movements in different

categories of interest-earning assets and interest-bearing liabilities, loan prepayments, and withdrawals of time and other deposits, may

deviate significantly from the assumptions that we use in our

modeling.

Finally, the methodology

does not measure or reflect the impact that higher rates may



have on variable and adjustable-rate loan
clients' ability to service their debts, or the impact of rate

changes on demand for loan and deposit products.

We prepare

a current base case and several alternative simulations at least once

per quarter and present the analysis to ALCO, with the risk metrics also reported to the Board of Directors.

In addition, more frequent forecasts may be produced when



interest rates are
particularly uncertain or when other business conditions

so dictate.
































40

Our interest rate risk management goal is to maintain expected

changes in our net interest income and capital levels due



to fluctuations
in market interest rates within acceptable limits.

Management attempts to achieve this goal by balancing,



within policy limits, the
volume of variable-rate liabilities with a similar volume

of variable-rate assets, by keeping the average maturity of fixed-rate



asset and
liability contracts reasonably matched, by maintaining

our core deposits as a significant component of our total funding



sources and by
adjusting rates to market conditions on a continuing basis.

We test our balance

sheet using varying interest rate shock scenarios to analyze our interest

rate risk. Average



interest rates are
shocked by plus or minus 100, 200, 300, and 400 basis

points ("bp"), although we may elect not to use particular



scenarios that we
determined are impractical in a current rate environment.

It is management's goal

to structure the balance sheet so that net interest earnings at risk over 12-month and 24-month periods,

and the economic value of equity at risk, do not exceed policy guidelines



at the
various interest rate shock levels.


We augment

our interest rate shock analysis with alternative external

interest rate scenarios on a quarterly basis.



These alternative
interest rate scenarios may include non-parallel rate ramps.

Analysis


.

Measures of net interest income at risk produced by simulation

analysis are indicators of an institution's

short-term

performance in alternative rate environments.

These measures are typically based upon a relatively brief



period and do not necessarily
indicate the long-term prospects or economic value

of the institution.


ESTIMATED CHANGES

IN NET INTEREST INCOME
(1)
Percentage Change (12-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
Policy Limit

-15.0%
-12.5%
-10.0%
-7.5%
-7.5%
March 31, 2021
40.6%
30.0%
19.4%
9.3%
-4.0%
December 31, 2020
39.0%
28.7%
18.7%
9.0%
-3.0%
Percentage Change (24-month shock)
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
Policy Limit

-17.5%
-15.0%
-12.5%
-10.0%
-10.0%
March 31, 2021
53.0%
37.0%
21.2%
6.2%
-14.2%
December 31, 2020
54.2%
38.3%
22.6%
7.6%
-10.9%

The Net Interest Income at Risk position indicates

that in the short-term, all rising rate environments will positively



impact the net
interest margin of the Company,

while a declining rate environment of 100bp will have a



negative impact on the net interest margin.
Compared to the prior quarter-end, the 12-month

Net Interest Income at Risk position became more favorable in



all rising rate
scenarios, and was slightly less favorable in the falling

rate scenario due to the higher level of nonmaturity deposits, and



our limited
ability to lower deposit rates relative to the decline

in the market. Compared to the prior quarter-end, the 24-month



Net Interest
Income at Risk position became slightly less favorable

in all rate scenarios primarily due to the lower amount



of SBA PPP loan fees in
year two compared to year one.


All measures of Net Interest Income at Risk in rising rate

environments are within our prescribed policy limits over the next 12

-month

and 24-month periods. We

are out of compliance in the down 100bp scenario for the 24-month



period due to our limited ability to
lower our deposit rates relative to the decline in market rates.


The measures of equity value at risk indicate our ongoing

economic value by considering the effects of changes



in interest rates on all
of our cash flows, and discounting the cash flows to estimate the

present value of assets and liabilities.



The difference between the
aggregated discounted values of the assets and liabilities is the

economic value of equity,

which, in theory,

approximates the fair value
of our net assets.
















41
ESTIMATED CHANGES

IN ECONOMIC VALUE

OF EQUITY
(1)
Changes in Interest Rates
+400 bp
+300 bp
+200 bp
+100 bp
-100 bp
Policy Limit

-30.0%
-25.0%
-20.0%
-15.0%
-15.0%
March 31, 2021

166.7%
132.0%
93.3%
50.0%
-54.0%
March 31, 2021 (Alternate Scenario)
(2)
115.9%
87.8%
56.5%
22.1%
-3.1%
December 31, 2020
160.9%
127.5%
89.9%
48.4%
-90.4%

(1) Down 200, 300, and 400 bp scenarios have been

excluded due to the low interest rate environment. (2)

For the rates down 100 bp scenario,

the high negative percentage change

is due to a negative value assigned to our nonmaturity deposits.

Since we believe our nonmaturity deposits are

highly valued core franchise deposits, we run



an alternate EVE
calculation which caps the projected

value of our nonmaturity deposits at their book value.

At March 31, 2021,

the economic value of equity results are favorable in all

rising rate environments and are within prescribed tolerance levels, but are out of policy in the down 100

bp EVE scenario. EVE output in the down 100bp scenario is extreme



given the
historically low rate environment, in conjunction with

the high overnight funds sold balance.



Management is monitoring the EVE
analysis in light of the economic recovery and evaluating

various strategies.

As management believes there is more permanency to recent deposit growth, we are planning to invest an additional

$500 million in the investment portfolio, which will lessen



the bank's
asset sensitivity.

In an alternate EVE scenario where the value of our nonmaturity



deposits are capped at their book value, we are
within policy guidelines.

As the interest rate environment and the dynamics of the

economy continue to change, additional simulations will be analyzed

to

address not only the changing rate environment, but also

the changing balance sheet mix, measured over multiple



years, to help assess
the risk to the Company.

LIQUIDITY AND CAPITAL

RESOURCES

Liquidity

In general terms, liquidity is a measurement of our ability

to meet our cash needs.



Our objective in managing our liquidity is to
maintain our ability to meet loan commitments, purchase

securities or repay deposits and other liabilities in accordance



with their
terms, without an adverse impact on our current or future

earnings.

Our liquidity strategy is guided by policies that are formulated

and

monitored by our ALCO and senior management,

which take into account the marketability of assets, the sources and



stability of
funding and the level of unfunded commitments.

We regularly evaluate

all of our various funding sources with an emphasis on accessibility, stability,

reliability and cost-effectiveness.

Our principal source of funding has been our client deposits, supplemented by our short-term and long-term borrowings, primarily

from securities sold under repurchase agreements, federal



funds purchased and
FHLB borrowings.

We believe that the

cash generated from operations, our borrowing capacity and our



access to capital resources are
sufficient to meet our future operating capital

and funding requirements.

At March 31, 2021,

we had the ability to generate $1.262 billion in additional liquidity



through all of our available resources (this
excludes $852 million in overnight funds sold).

In addition to the primary borrowing outlets mentioned



above, we also have the
ability to generate liquidity by borrowing from the Federal

Reserve Discount Window and through

brokered deposits.



We recognize
the importance of maintaining liquidity and have developed

a Contingent Liquidity Plan, which addresses various



liquidity stress
levels and our response and action based on the level

of severity.

We periodically

test our credit facilities for access to the funds, but also understand that as the severity of the liquidity level

increases that certain credit facilities may no longer be available.



We conduct
a liquidity stress test on a quarterly basis based on

events that could potentially occur at the Bank and report results to ALCO,

our

Market Risk Oversight Committee, Risk Oversight Committee,



and the Board of Directors.

At March 31, 2021,

we believe the
liquidity available to us was sufficient to meet

our on-going needs and execute our business strategy.

We view our

investment portfolio primarily as a source of liquidity and have

the option to pledge the portfolio as collateral for borrowings or deposits, and/or sell selected securities.

The portfolio consists of debt issued by the

U.S. Treasury,

U.S. governmental
and federal agencies, and municipal governments.

The weighted average life of the portfolio was approximately 2.78



years at March
31, 2021,

and the available for sale portfolio had a net unrealized pre

-tax gain of $1.7 million.

Our average overnight funds position (defined deposits with banks

plus Fed funds sold less Fed funds purchased) was $814.6

million

during the first quarter of 2021 compared to an average

net overnight funds sold position of $705.1 million in the fourth quarter

of

2020 and $234.4 million in the first quarter of 2020.

The increase compared to both prior periods was driven by



deposit inflows
related to pandemic related stimulus programs and growth

in our core deposits (see
Deposits
).



42
We expect

our capital expenditures will be approximately $7.0 million over

the next 12 months, which will primarily consist of office remodeling, office equipment/furniture, and technology

purchases.

Management expects that these capital expenditures will be funded with existing resources without impairing our

ability to meet our on-going obligations.

Borrowings

At March 31, 2021,

average short term borrowings totaled $67.0 million compared

to $95.3 million at December 31,



2020 and $32.9
million at March 31, 2020.

The variance over both prior periods was attributable to the



fluctuation of residential mortgage warehouse
borrowings at CCHL.

Additional detail on these borrowings is provided in Note

4 - Mortgage Banking Activities in the Consolidated Financial Statements.




At March 31, 2021,

fixed rate credit advances from the FHLB totaled $1.9

million in outstanding debt consisting of five notes. During the first three months of 2021, the Bank made FHLB advance payments

totaling approximately $0.3 million,



which included one
advance that paid off, and another that matured.

We did not obtain

any new FHLB advances during this period. The FHLB notes are collateralized by a blanket floating lien on all of our 1-4

family residential mortgage loans, commercial real estate mortgage



loans, and
home equity mortgage loans.


We have issued

two junior subordinated deferrable interest notes to our

wholly owned Delaware statutory trusts.



The first note for
$30.9 million was issued to CCBG Capital Trust

I in November 2004,

of which $10 million was retired in April 2016.



The second
note for $32.0 million was issued to CCBG Capital Trust

II in May 2005.

The interest payment for the CCBG Capital Trust



I

borrowing is due quarterly and adjusts quarterly to a

variable rate of three-month LIBOR plus a margin of



1.90%.

This note matures
on December 31, 2034.

The interest payment for the CCBG Capital Trust II

borrowing is due quarterly and adjusts quarterly to a variable rate of three-month LIBOR plus a margin

of 1.80%.

This note matures on June 15, 2035.



The proceeds from these
borrowings were used to partially fund acquisitions.

Under the terms of each junior subordinated deferrable interest note, in



the event
of default or if we elect to defer interest on the

note, we may not, with certain exceptions, declare or pay



dividends or make
distributions on our capital stock or purchase or acquire

any of our capital stock.

We are in the process of

evaluating the impact of the
expected discontinuation of LIBOR on our two junior

subordinated deferrable interest notes.

During the second quarter of 2020,

we entered into a derivative cash flow hedge of our interest rate risk



related to our subordinated
debt.

The notional amount of the derivative is $30 million ($10 million of

the CCBG Capital Trust I borrowing and $20 million



of the
CCBG Capital Trust II borrowing).

The interest rate swap agreement requires CCBG to pay fixed



and receive variable (Libor plus
spread) and has an average all-in fixed rate of 2.50% for

10 years.

Additional detail on the interest rate swap agreement is provided

in

Note 5 - Derivatives in the Consolidated Financial Statements.

Capital

Our capital ratios are presented in the Selected Quarterly

Financial Data table on page 31.



At March 31, 2021, our regulatory capital
ratios exceeded the threshold to be designated as "well-capita

lized" under the Basel III capital standards.

Shareowners' equity was $324.4 million at March

31, 2021 compared to $320.8 million at December 31, 2020



and $328.5 million at
March 31, 2020.

During the first quarter of 2021, shareowners' equity was positively



impacted by net income of $9.5 million, a $1.6
million increase in fair value of the interest rate swap

related to subordinated debt, net adjustments totaling $0.3



million related to
transactions under our stock compensation plans, stock

compensation accretion of $0.2 million, and a $0.1 million



decrease in the
accumulated other comprehensive loss for our pension

plan.

Shareowners' equity was reduced by a common stock dividend



of $2.5
million ($0.15 per share), reclassification of $4.2 million

to temporary equity to increase the redemption value of the

non-controlling

interest in CCHL, and a $1.4 million decrease in the

unrealized gain on investment

securities.

At March 31, 2021, our common stock had a book value

of $19.22 per diluted share compared to $19.05 at

December 31, 2020 and
$19.50 at March 31, 2020.

Book value is impacted by the net after-tax unrealized gains and losses on

AFS investment securities.

At

March 31, 2021, the net gain was $1.7 million compared

to a $3.7 million net gain at December 31, 2020 and a $3.5 million



net gain at
March 31, 2020.

Book value is also impacted by the recording of our unfunded pension



liability through other comprehensive income
in accordance with Accounting Standards Codification Topic

715.

At March 31, 2021, the net pension liability reflected in other comprehensive loss was $47.1 million compared to

$47.3 million at December 31, 2020 and $29.0 million at March

31, 2020.

This


liability is re-measured annually on December 31
st

based on an actuarial calculation of our pension liability.



Significant assumptions
used in calculating the liability are discussed in our

2020 Form 10-K "Critical Accounting Policies" and include the



weighted average
discount rate used to measure the present value of

the pension liability, the

weighted average expected long-term rate of return on pension plan assets, and the assumed rate of annual compensation

increases, all of which will vary when re-measured.



The discount
rate assumption used to calculate the pension liability is subject to

long-term corporate bond rates at December 31
st
.

The estimated
impact to the pension liability based on a 25-basis point

increase or decrease in long-term corporate bond rates used



to discount the
pension obligation would decrease or increase the pension

liability by approximately $6.6 million (after-tax) using the balances

from

the December 31, 2020 measurement date.

43

OFF-BALANCE SHEET ARRANGEMENTS

We are a party

to financial instruments with off-balance sheet risks in the

normal course of business to meet the financing needs of our clients.




At March 31, 2021,

we had $770.3 million in commitments to extend credit and $6.7

million in standby letters of credit.

Commitments to extend credit are agreements to lend

to a client so long as there is no violation of any condition established in

the

contract.

Commitments generally have fixed expiration dates or other

termination clauses and may require payment of a fee.

Since

many of the commitments are expected to expire without

being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Standby letters of credit are conditional commitments issued by



us to guarantee the performance
of a client to a third party.

We use the same

credit policies in establishing commitments and issuing letters of



credit as we do for on-
balance sheet instruments.

If commitments arising from these financial instruments

continue to require funding at historical levels, management does no



t

anticipate that such funding will adversely impact our ability to

meet our on-going obligations.



In the event these commitments
require funding in excess of historical levels, management

believes current liquidity,



advances available from the FHLB and the
Federal Reserve, and investment security maturities provide

a sufficient source of funds to meet these commitments.

Certain agreements provide that the commitments are

unconditionally cancellable by the bank and for those agreements



no allowance
for credit losses has been recorded.

We have recorded

an allowance for credit losses on loan commitments that are not unconditionally cancellable by the bank, which is included

in other liabilities on the consolidated statements of financial condition

and

totaled $3.0 million at March 31, 2021.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note

1 to the Consolidated Financial Statements included in our

2020 Form 10-K.

The preparation of our Consolidated Financial Statement



s

in accordance with GAAP and reporting practices applicable



to the banking
industry requires us to make estimates and assumptions that

affect the reported amounts of assets, liabilities, revenues



and expenses,
and to disclose contingent assets and liabilities.

Actual results could differ from those estimates.

We have identified

accounting for (i) the allowance for credit losses, (ii) valuation of



goodwill, (iii) pension benefits, and (iv) income
taxes as our most critical accounting policies and estimates in

that they are important to the portrayal of our financial



condition and
results, and they require our subjective and complex judgment

as a result of the need to make estimates about the effects



of matters
that are inherently uncertain.

These accounting policies, including the nature of the estimates



and types of assumptions used, are
described throughout this Item 2, Management's

Discussion and Analysis of Financial Condition and Results of



Operations, and Part
II, Item 7, Management's

Discussion and Analysis of Financial Condition and

Results of Operations included in our 2020 Form 10-K.















































































































































































































































































44
TABLE I
AVERAGE

BALANCES & INTEREST RATES
Three Months Ended

March 31, 2021
December 31, 2020
March 31, 2020

Average
Average
Average
Average
Average
Average
(Dollars in Thousands)
Balances
Interest
Rate
Balances
Interest
Rate
Balances
Interest
Rate
Assets:
Loans Held for Sale
$

106,242
$

970
3.70
%
$

121,052
$

878
3.85
%
$

34,923
$

210
2.64
%
Loans Held for Investment
(1)(2)
2,044,363
22,483
4.46
1,993,470
23,103
4.55
1,847,780
23,482
5.11
Taxable Securities
528,842
1,863
1.41
513,277
2,072
1.61
629,512
2,995
1.91
Tax-Exempt Securities
(2)
3,844
25
2.61
4,485
30
2.71
5,293
25
1.86
Funds Sold
814,638
214
0.11
705,125
180
0.10
234,372
757
1.30
Total Earning Assets
3,497,929
25,555
2.96
%
3,337,409
26,263
3.14
%
2,751,880
27,469
4.01
%
Cash & Due From Banks
68,978
73,968
56,958
Allowance For Loan Losses
(24,128)
(23,725)
(14,389)
Other Assets
278,742
264,784
244,339
TOTAL ASSETS
$

3,821,521
$

3,652,436
$

3,038,788

Liabilities:
NOW Accounts
$

985,517
$

76
0.03
%
$

879,564
$

66
0.03
%
$

808,811
$

725
0.36
%
Money Market Accounts
269,829
33
0.05
261,543
34
0.05
212,211
117
0.22
Savings Accounts
492,252
60
0.05
466,116
57
0.05
379,237
46
0.05
Other Time Deposits
102,089
39
0.15
102,809
44
0.17
105,542
51
0.19
Total Interest Bearing Deposits
1,849,687
208
0.05
1,710,032
201
0.05
1,505,801
939
0.25
Short-Term Borrowings
67,033
412
2.49
95,280
639
2.67
32,915
132
1.61
Subordinated Notes Payable
52,887
307
2.32
52,887
311
2.30
52,887
471
3.52
Other Long-Term Borrowings
2,736
21
3.18
3,700
30
3.18
6,312
50
3.21
Total Interest Bearing Liabilities
1,972,343
948
0.19
%
1,861,899
1,181
0.25
%
1,597,915
1,592
0.40
%
Noninterest Bearing Deposits
1,389,821
1,356,104
1,046,889
Other Liabilities
111,050
74,605
59,587
TOTAL LIABILITIES
3,473,214
3,292,608
2,704,391
Temporary Equity
21,977
16,154
2,506

TOTAL SHAREOWNERS' EQUITY
326,330
343,674
331,891
TOTAL LIABILITIES, TEMPORARY
AND SHAREOWNERS' EQUITY
$

3,821,521
$

3,652,436
$

3,038,788

Interest Rate Spread
2.77
%
2.88
%
3.61
%
Net Interest Income
$

24,607
$

25,082
$

25,877
Net Interest Margin
(3)
2.85
%
3.00
%
3.78
%
(1)

Average Balances include net loan fees, discounts and premiums and nonaccrual loans.

Interest income includes loan fees of $1.2 million, $1.1 million

and $0.2 million for

the three months ended March 31, 2021, December 31, 2020 and

March 31, 2020, respectively.
(2)

Interest income includes the effects of taxable equivalent adjustments using



a 21% tax rate.
(3)

Taxable equivalent net interest income divided by average earnings assets.



45
Item 3. QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

See "Market Risk and Interest Rate Sensitivity" in Management's

Discussion and Analysis of Financial Condition and



Results of
Operations, above, which is incorporated herein by reference.

Management has determined that no additional disclosures

are

necessary to assess changes in information about market

risk that have occurred since December 31, 2020.

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