ASSOCIATED BANC-CORP
For the period ended Mar 31, 2024. Filed Apr 30, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed Apr 30, 2024
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Notes to Consolidated Financial Statements
These interim consolidated financial statements have been prepared according to the rules and regulations of the SEC and, therefore, certain information and footnote disclosures normally presented in accordance with GAAP have been omitted or abbreviated. The information contained on the consolidated financial statements and footnotes in Associated Banc-Corp's 2023 Annual Report on Form 10-K should be referred to in connection with the reading of these unaudited interim consolidated financial statements.
Note 1 Basis of Presentation
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position, results of operations and comprehensive income, changes in stockholders’ equity, and cash flows of the Corporation and Parent Company for the periods presented, and all such adjustments are of a normal recurring nature. The consolidated financial statements include the accounts of all subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. The determination of the ACLL is particularly susceptible to significant change. Management has evaluated subsequent events for potential recognition or disclosure.
Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.
Note 2 Summary of Significant Accounting Policies
The accounting and reporting policies of the Corporation conform to U.S. GAAP and to general practice within the financial services industry. A discussion of these policies can be found in Note 1 Summary of Significant Accounting Policies included in the Corporation’s 2023 Annual Report on Form 10-K.
New Accounting Pronouncements Adopted
| Standard | Description | Date of adoption | Effect on financial statements |
|---|---|---|---|
| ASU 2023-02 Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method | The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. A reporting entity may make an accounting policy election to apply the proportional amortization method on a tax-credit-program-by-tax-credit-program basis rather than electing to apply the proportional amortization method at the reporting entity level or to individual investments. The amendments in this update also remove certain guidance for Qualified Affordable Housing Project investments and require the application of the delayed equity contribution guidance to all tax equity investments. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and must be applied on either a modified retrospective or a retrospective basis. Early adoption is permitted in any interim period, however if adopted in an interim period the entity shall adopt the amendments in this update as of the beginning of the fiscal year that includes the interim period. | 1st Quarter 2024 | The Corporation has determined the impact on its results of operation, financial position, liquidity, and disclosures is immaterial. |
Future Accounting Pronouncements
The expected impact of applicable material accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed in the table below. To the extent that the adoption of new accounting standards materially affects the Corporation's financial condition, results of operations, liquidity or disclosures, the impacts are discussed in the applicable sections of this financial review.
| Standard | Description | Date of anticipated adoption | Effect on financial statements |
|---|---|---|---|
| ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this update also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. | Fiscal year 2024 and interim periods beginning in 1st quarter 2025 | The Corporation is currently evaluating the impact on its disclosures. |
| ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures | The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for fiscal years beginning after December 15, 2024 and are to be applied on a prospective basis. Early adoption is permitted. | 1st Quarter 2025 | The Corporation is currently evaluating the impact on its disclosures. |
Note 3 Earnings Per Common Share
Earnings per common share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options and unvested restricted stock awards). Presented below are the calculations for basic and diluted earnings per common share:
| Three Months Ended Mar 31, | ||
|---|---|---|
| ($ in thousands, except per share data) | 2024 | 2023 |
| Net income | $81,169 | $103,360 |
| Preferred stock dividends | (2,875) | (2,875) |
| Net income available to common equity | $78,294 | $100,485 |
| Common shareholder dividends | (33,407) | (31,808) |
| Unvested share-based payment awards | (120) | (205) |
| Undistributed earnings | $44,767 | $68,472 |
| Undistributed earnings allocated to common shareholders | $44,524 | $68,086 |
| Undistributed earnings allocated to unvested share-based payment awards | 242 | 386 |
| Undistributed earnings | $44,767 | $68,472 |
| Basic | ||
| Distributed earnings to common shareholders | $33,407 | $31,808 |
| Undistributed earnings allocated to common shareholders | 44,524 | 68,086 |
| Total common shareholders earnings, basic | $77,932 | $99,894 |
| Diluted | ||
| Distributed earnings to common shareholders | $33,407 | $31,808 |
| Undistributed earnings allocated to common shareholders | 44,524 | 68,086 |
| Total common shareholders earnings, diluted | $77,932 | $99,894 |
| Weighted average common shares outstanding | 149,855 | 149,763 |
| Effect of dilutive common stock awards | 1,436 | 1,365 |
| Diluted weighted average common shares outstanding | 151,292 | 151,128 |
| Basic earnings per common share | $0.52 | $0.67 |
| Diluted earnings per common share | $0.52 | $0.66 |
Approximately 2 million anti-dilutive common stock options were excluded from the earnings per common share calculations for both the three months ended March 31, 2024 and 2023.
Note 4 Stock-Based Compensation
The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. For colleagues who meet the definition of retirement eligible under the 2017 Incentive Compensation Plan and the 2020 Incentive Compensation Plan, expenses related to stock options and restricted stock awards are fully recognized on the date the colleague meets the definition of normal or early retirement. Compensation expense recognized is included in personnel expense on the consolidated statements of income.
A summary of the Corporation’s stock option activity for the three months ended March 31, 2024 is presented below:
| Stock Options | Shares(a) | Weighted AverageExercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value(a) |
|---|---|---|---|---|
| Outstanding at December 31, 2023 | 3,792 | $21.25 | 4.26 years | $5,834 |
| Exercised | 179 | 17.27 | ||
| Outstanding at March 31, 2024 | 3,613 | $21.45 | 4.08 years | $5,299 |
| Options Exercisable at March 31, 2024 | 3,613 | $21.45 | 4.08 years | $5,299 |
(a) In thousands
Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For the three months ended March 31, 2024, the intrinsic value of stock options exercised was approximately $722,000, compared to approximately $219,000 for the three months ended March 31, 2023. For the three months ended March 31, 2024, the total fair value of stock options vested was approximately $489,000 compared to approximately $955,000 for the three months ended March 31, 2023.
The Corporation also has issued time-based and performance-based restricted stock awards under the 2017 Incentive Compensation Plan and subsequent 2020 Incentive Compensation Plan. Performance awards are based on performance goals determined by the Compensation and Benefits Committee of the Corporation's Board of Directors, with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date.
The following table summarizes information about the Corporation’s restricted stock awards activity for the three months ended March 31, 2024:
| Restricted Stock | Shares(a) | Weighted AverageGrant Date Fair Value |
|---|---|---|
| Outstanding at December 31, 2023 | 2,349 | $21.20 |
| Granted | 802 | 21.00 |
| Vested | 631 | 24.39 |
| Forfeited | 4 | 22.05 |
| Outstanding at March 31, 2024 | 2,516 | $21.33 |
(a) In thousands
The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant's award agreement. Performance-based restricted stock awards granted during 2023 and 2024 will cliff-vest after thethree year performance period has ended. Service-based restricted stock awards granted during 2023 and 2024 will generally vest ratably over a period offour years. Expense for restricted stock awards of $8 million was recorded for the three months ended March 31, 2024, compared to $6 million for the three months ended March 31, 2023. Included in compensation expense for the first three months of 2024 was $3 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $30 million of unrecognized compensation costs related to restricted stock awards at March 31, 2024 that are expected to be recognized over the remaining requisite service periods that extend predominately through thefirst quarter of 2028.
The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation’s common stock, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares, if any, will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.
Note 5 Investment Securities
Investment securities are designated as AFS, HTM, or equity on the consolidated balance sheets. The amortized cost and fair values of AFS and HTM securities at March 31, 2024 were as follows:
| ($ in thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealized(Losses) | Fair Value |
|---|---|---|---|---|
| AFS investment securities | ||||
| U.S. Treasury securities | $39,985 | $— | $(4,427) | $35,558 |
| Obligations of state and political subdivisions (municipal securities) | 83,823 | 1 | (2,995) | 80,830 |
| Residential mortgage-related securities: | ||||
| FNMA/FHLMC | 1,247,657 | 221 | (156,880) | 1,090,998 |
| GNMA | 2,219,058 | 6,114 | (10,658) | 2,214,513 |
| Commercial mortgage-related securities: | ||||
| FNMA/FHLMC | 18,603 | — | (1,595) | 17,008 |
| GNMA | 159,523 | — | (7,291) | 152,232 |
| Asset backed securities: | ||||
| FFELP | 130,196 | 22 | (1,065) | 129,154 |
| SBA | 916 | 1 | (28) | 890 |
| Other debt securities | 3,000 | — | (35) | 2,965 |
| Total AFS investment securities | $3,902,762 | $6,359 | $(184,973) | $3,724,148 |
| HTM investment securities | ||||
| U.S. Treasury securities | $999 | $— | $(30) | $969 |
| Obligations of state and political subdivisions (municipal securities) | 1,676,275 | 2,292 | (154,833) | 1,523,734 |
| Residential mortgage-related securities: | ||||
| FNMA/FHLMC | 930,148 | 26,023 | (184,227) | 771,944 |
| GNMA | 48,043 | 24 | (3,609) | 44,457 |
| Private-label | 341,153 | 9,399 | (69,484) | 281,069 |
| Commercial mortgage-related securities: | ||||
| FNMA/FHLMC | 779,310 | 12,068 | (162,450) | 628,928 |
| GNMA | 57,114 | 338 | (7,270) | 50,183 |
| Total HTM investment securities | $3,833,043 | $50,145 | $(581,903) | $3,301,284 |
The amortized cost and fair values of AFS and HTM securities at December 31, 2023 were as follows:
| ($ in thousands) | AmortizedCost | GrossUnrealizedGains | GrossUnrealized(Losses) | Fair Value |
|---|---|---|---|---|
| AFS investment securities | ||||
| U.S. Treasury securities | $39,984 | $— | $(4,083) | $35,902 |
| Obligations of state and political subdivisions (municipal securities) | 94,008 | 23 | (2,214) | 91,817 |
| Residential mortgage-related securities: | ||||
| FNMA/FHLMC | 1,274,052 | 294 | (153,552) | 1,120,794 |
| GNMA | 2,021,242 | 24,254 | (2,822) | 2,042,675 |
| Commercial mortgage-related securities: | ||||
| FNMA/FHLMC | 18,691 | — | (1,755) | 16,937 |
| GNMA | 161,928 | — | (7,135) | 154,793 |
| Asset backed securities: | ||||
| FFELP | 135,832 | 5 | (1,862) | 133,975 |
| SBA | 1,077 | 2 | (28) | 1,051 |
| Other debt securities | 3,000 | — | (50) | 2,950 |
| Total AFS investment securities | $3,749,814 | $24,579 | $(173,501) | $3,600,892 |
| HTM investment securities | ||||
| U.S. Treasury securities | $999 | $— | $(36) | $963 |
| Obligations of state and political subdivisions (municipal securities) | 1,682,473 | 5,638 | (134,053) | 1,554,059 |
| Residential mortgage-related securities: | ||||
| FNMA/FHLMC | 941,973 | 27,007 | (164,587) | 804,393 |
| GNMA | 48,979 | 92 | (2,901) | 46,170 |
| Private-label | 345,083 | 9,796 | (65,372) | 289,507 |
| Commercial mortgage-related securities: | ||||
| FNMA/FHLMC | 780,995 | 12,699 | (160,781) | 632,914 |
| GNMA | 59,733 | 386 | (7,500) | 52,619 |
| Total HTM investment securities | $3,860,235 | $55,619 | $(535,230) | $3,380,624 |
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The expected maturities of AFS and HTM securities at March 31, 2024, are shown below:
| AFS · HTM | |||||
|---|---|---|---|---|---|
| ($ in thousands) · AmortizedCost · FairValue · AmortizedCost · FairValue | |||||
| Due in one year or less | $1,915 | $1,902 | $11,061 | $11,011 | |
| Due after one year through five years | 47,142 | 42,470 | 58,092 | 57,522 | |
| Due after five years through ten years | 50,863 | 48,613 | 166,954 | 162,309 | |
| Due after ten years | 26,888 | 26,368 | 1,441,167 | 1,293,862 | |
| Total debt securities | 126,808 | 119,353 | 1,677,274 | 1,524,703 | |
| Residential mortgage-related securities: | |||||
| FNMA/FHLMC | 1,247,657 | 1,090,998 | 930,148 | 771,944 | |
| GNMA | 2,219,058 | 2,214,513 | 48,043 | 44,457 | |
| Private-label | — | — | 341,153 | 281,069 | |
| Commercial mortgage-related securities: | |||||
| FNMA/FHLMC | 18,603 | 17,008 | 779,310 | 628,928 | |
| GNMA | 159,523 | 152,232 | 57,114 | 50,183 | |
| Asset backed securities: | |||||
| FFELP | 130,196 | 129,154 | — | — | |
| SBA | 916 | 890 | — | — | |
| Total investment securities | $3,902,762 | $3,724,148 | $3,833,043 | $3,301,284 | |
| Ratio of fair value to amortized cost | 95.4% | 86.1% | |||
On a quarterly basis, the Corporation refreshes the credit quality of each HTM security. The following table summarizes the credit quality indicators of HTM securities at amortized cost at March 31, 2024:
| ($ in thousands) | AAA | AA | A | Not Rated | Total |
|---|---|---|---|---|---|
| U.S. Treasury securities | $999 | $— | $— | $— | $999 |
| Obligations of state and political subdivisions (municipal securities) | 768,220 | 901,215 | 5,685 | 1,154 | 1,676,275 |
| Residential mortgage-related securities: | |||||
| FNMA/FHLMC | 930,148 | — | — | — | 930,148 |
| GNMA | 48,043 | — | — | — | 48,043 |
| Private-label | 341,153 | — | — | — | 341,153 |
| Commercial mortgage-related securities: | |||||
| FNMA/FHLMC | 779,310 | — | — | — | 779,310 |
| GNMA | 57,114 | — | — | — | 57,114 |
| Total HTM securities | $2,924,988 | $901,215 | $5,685 | $1,154 | $3,833,043 |
The following table summarizes the credit quality indicators of HTM securities at amortized cost at December 31, 2023:
| ($ in thousands) | AAA | AA | A | Not Rated | Total |
|---|---|---|---|---|---|
| U.S. Treasury securities | $999 | $— | $— | $— | $999 |
| Obligations of state and political subdivisions (municipal securities) | 760,329 | 915,303 | 5,687 | 1,155 | 1,682,473 |
| Residential mortgage-related securities: | |||||
| FNMA/FHLMC | 941,973 | — | — | — | 941,973 |
| GNMA | 48,979 | — | — | — | 48,979 |
| Private-label | 345,083 | — | — | — | 345,083 |
| Commercial mortgage-related securities: | |||||
| FNMA/FHLMC | 780,995 | — | — | — | 780,995 |
| GNMA | 59,733 | — | — | — | 59,733 |
| Total HTM securities | $2,938,090 | $915,303 | $5,687 | $1,155 | $3,860,235 |
The following table summarizes gross realized gains and losses on AFS securities, the gain on sale and net write-up of equity securities, and proceeds from the sale of AFS investment securities for the three months ended March 31, 2024 and 2023:
| Three Months Ended Mar 31, | ||
|---|---|---|
| ($ in thousands) | 2024 | 2023 |
| Gross realized (losses) on AFS securities | $(197) | $— |
| Gain on sale and net write-up (down) of equity securities | 4,076 | 51 |
| Investment securities gains (losses), net | $3,879 | $51 |
| Proceeds from sales of AFS investment securities | $9,472 | $— |
During the first quarter of 2024, the Corporation sold its remaining Visa Class B restricted shares at a gain of $4 million.
Investment securities with a carrying value of $1.5 billion and $1.6 billion at March 31, 2024 and December 31, 2023, respectively, were pledged as required to secure certain deposits or for other purposes.
Accrued interest receivable on HTM securities totaled $16 million and $18 million at March 31, 2024 and December 31, 2023, respectively. Accrued interest receivable on AFS securities totaled $16 million and $15 million at March 31, 2024 and December 31, 2023, respectively. Accrued interest receivable on both HTM and AFS securities is included in interest receivable on the consolidated balance sheets.
The allowance for credit losses on HTM securities was approximately $76,000 at March 31, 2024 and approximately $75,000 at December 31, 2023, attributable entirely to the Corporation's municipal securities, included in HTM investment securities, net, at amortized cost on the consolidated balance sheets. The Corporation also holds U.S. Treasury, municipal, and mortgage-related securities issued by the U.S. government or a GSE which are backed by the full faith and credit of the U.S. government and private-label residential mortgage-related securities that have credit enhancement which covers the first 15% of losses and, as a result, no allowance for credit losses has been recorded related to these securities.
The following represents gross unrealized losses and the related fair value of AFS and HTM securities, aggregated by investment category and length of time individual securities have been in a continuous unrealized loss position, at March 31, 2024:
| Less than 12 months · 12 months or more · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | NumberofSecurities | Unrealized(Losses) | FairValue | NumberofSecurities | Unrealized(Losses) | FairValue | Unrealized(Losses) | FairValue |
| AFS investment securities | ||||||||
| U.S. Treasury securities | — | $— | $— | 1 | $(4,427) | $35,558 | $(4,427) | $35,558 |
| Obligations of state and political subdivisions (municipal securities) | 27 | (218) | 13,847 | 108 | (2,777) | 64,217 | (2,995) | 78,064 |
| Residential mortgage-related securities: | ||||||||
| FNMA/FHLMC | 24 | (694) | 31,375 | 71 | (156,185) | 1,045,343 | (156,880) | 1,076,718 |
| GNMA | 59 | (7,016) | 1,122,930 | 10 | (3,643) | 105,462 | (10,658) | 1,228,391 |
| Commercial mortgage-related securities: | ||||||||
| FNMA/FHLMC | — | — | — | 1 | (1,595) | 17,008 | (1,595) | 17,008 |
| GNMA | 1 | (337) | 13,668 | 30 | (6,954) | 138,564 | (7,291) | 152,232 |
| Asset backed securities: | ||||||||
| FFELP | 2 | (116) | 40,177 | 12 | (949) | 75,411 | (1,065) | 115,588 |
| SBA | — | — | — | 5 | (28) | 677 | (28) | 677 |
| Other debt securities | 1 | (7) | 993 | 2 | (28) | 1,972 | (35) | 2,965 |
| Total | 114 | $(8,388) | $1,222,990 | 240 | $(176,585) | $1,484,212 | $(184,973) | $2,707,201 |
| HTM investment securities | ||||||||
| U.S. Treasury securities | — | $— | $— | 1 | $(30) | $969 | $(30) | $969 |
| Obligations of state and political subdivisions (municipal securities) | 287 | (2,536) | 324,576 | 653 | (152,297) | 916,225 | (154,833) | 1,240,801 |
| Residential mortgage-related securities: | ||||||||
| FNMA/FHLMC | 5 | (40) | 3,489 | 113 | (184,186) | 768,182 | (184,227) | 771,671 |
| GNMA | 6 | (99) | 8,674 | 79 | (3,511) | 34,346 | (3,609) | 43,020 |
| Private-label | — | — | — | 18 | (69,484) | 281,069 | (69,484) | 281,069 |
| Commercial mortgage-related securities: | ||||||||
| FNMA/FHLMC | 1 | (263) | 8,003 | 44 | (162,187) | 620,926 | (162,450) | 628,928 |
| GNMA | — | — | — | 13 | (7,270) | 50,183 | (7,270) | 50,183 |
| Total | 299 | $(2,938) | $344,741 | 921 | $(578,965) | $2,671,899 | $(581,903) | $3,016,640 |
For comparative purposes, the following represents gross unrealized losses and the related fair value of AFS and HTM securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2023:
| Less than 12 months · 12 months or more · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | NumberofSecurities | Unrealized(Losses) | FairValue | NumberofSecurities | Unrealized(Losses) | FairValue | Unrealized(Losses) | FairValue |
| AFS investment securities | ||||||||
| U.S. Treasury securities | — | $— | $— | 1 | $(4,083) | $35,902 | $(4,083) | $35,902 |
| Obligations of state and political subdivisions (municipal securities) | 41 | (347) | 23,762 | 92 | (1,867) | 53,022 | (2,214) | 76,784 |
| Residential mortgage-related securities: | ||||||||
| FNMA/FHLMC | 18 | (333) | 22,870 | 71 | (153,219) | 1,080,337 | (153,552) | 1,103,207 |
| GNMA | 13 | (924) | 156,847 | 5 | (1,898) | 26,643 | (2,822) | 183,490 |
| Commercial mortgage-related securities: | ||||||||
| FNMA/FHLMC | — | — | — | 1 | (1,755) | 16,937 | (1,755) | 16,937 |
| GNMA | 9 | (3,160) | 103,055 | 22 | (3,975) | 51,738 | (7,135) | 154,793 |
| Asset backed securities: | ||||||||
| FFELP | — | — | — | 14 | (1,862) | 125,339 | (1,862) | 125,339 |
| SBA | — | — | — | 5 | (28) | 761 | (28) | 761 |
| Other debt securities | 1 | (9) | 991 | 2 | (42) | 1,958 | (50) | 2,950 |
| Total | 82 | $(4,773) | $307,527 | 213 | $(168,728) | $1,392,635 | $(173,501) | $1,700,162 |
| HTM investment securities | ||||||||
| U.S. Treasury securities | — | $— | $— | 1 | $(36) | $963 | $(36) | $963 |
| Obligations of state and political subdivisions (municipal securities) | 182 | (1,535) | 180,270 | 537 | (132,518) | 792,940 | (134,053) | 973,210 |
| Residential mortgage-related securities: | ||||||||
| FNMA/FHLMC | 20 | (511) | 30,323 | 94 | (164,076) | 771,042 | (164,587) | 801,365 |
| GNMA | 2 | (17) | 2,128 | 78 | (2,884) | 34,626 | (2,901) | 36,754 |
| Private-label | — | — | — | 18 | (65,372) | 289,507 | (65,372) | 289,507 |
| Commercial mortgage-related securities: | ||||||||
| FNMA/FHLMC | 1 | (121) | 8,144 | 44 | (160,660) | 624,770 | (160,781) | 632,914 |
| GNMA | — | — | — | 13 | (7,500) | 52,619 | (7,500) | 52,619 |
| Total | 205 | $(2,184) | $220,865 | 785 | $(533,046) | $2,566,468 | $(535,230) | $2,787,333 |
The Corporation reviews the AFS investment securities portfolio on a quarterly basis to monitor its credit exposure. A determination as to whether a security’s decline in fair value is the result of credit risk takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Corporation may consider in this impairment analysis include the extent to which the security has been in an unrealized loss position, the change in security rating, financial condition and near-term prospects of the issuer, as well as the security and industry specific economic conditions.
Based on the Corporation’s evaluation, management does not believe any unrealized losses at March 31, 2024 represent credit deterioration as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions. As of March 31, 2024, the Corporation does not intend to sell, nor does it believe that it will be required to sell, the securities in an unrealized loss position before recovery of their amortized cost basis.
FHLB and Federal Reserve Bank stocks: The Corporation is required to maintain Federal Reserve Bank stock and FHLB stock as a member bank of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions. These equity securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other marketable equity securities and their fair value is equal to amortized cost. The Corporation had FHLB stock of $86 million and $143 million at March 31, 2024 and December 31, 2023, respectively. The Corporation had Federal Reserve Bank stock of $88 million and $87 million at March 31, 2024 and December 31, 2023, respectively. Accrued interest receivable on FHLB stock totaled $2 million and $4 million at March 31, 2024 and December 31, 2023, respectively. There was approximately $921,000 of accrued interest receivable on Federal Reserve Bank Stock at March 31, 2024 andnone at December 31, 2023. Accrued interest receivable on both FHLB stock and Federal Reserve Bank stock is included in interest receivable on the consolidated balance sheets.
Equity Securities
Equity securities with readily determinable fair values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of CRA Qualified Investment mutual funds and other mutual funds. The Corporation had equity securities with readily determinable fair values of $7 million at both March 31, 2024 and December 31, 2023.
Equity securities without readily determinable fair values: The Corporation's portfolio of equity securities without readily determinable fair values primarily consists of an investment in a private loan fund. The Corporation had equity securities without readily determinable fair values carried at $13 million and $35 million at March 31, 2024 and December 31, 2023, respectively. During the first quarter of 2024, the Corporation sold all of its remaining Visa Class B restricted shares.
Note 6 Loans
The period end loan composition was as follows:
| ($ in thousands) | Mar 31, 2024 | Dec 31, 2023 |
|---|---|---|
| Commercial and industrial | $9,858,329 | $9,731,555 |
| Commercial real estate — owner occupied | 1,095,894 | 1,061,700 |
| Commercial and business lending | 10,954,223 | 10,793,255 |
| Commercial real estate — investor | 5,035,195 | 5,124,245 |
| Real estate construction | 2,287,041 | 2,271,398 |
| Commercial real estate lending | 7,322,237 | 7,395,644 |
| Total commercial | 18,276,460 | 18,188,898 |
| Residential mortgage | 7,868,180 | 7,864,891 |
| Auto finance | 2,471,257 | 2,256,162 |
| Home equity | 619,764 | 628,526 |
| Other consumer | 258,603 | 277,740 |
| Total consumer | 11,217,802 | 11,027,319 |
| Total loans | $29,494,263 | $29,216,218 |
Accrued interest receivable on loans totaled $133 million at March 31, 2024, and $132 million at December 31, 2023, and is included in interest receivable on the consolidated balance sheets. Interest accrued but not received is reversed against interest income when a loan is placed on nonaccrual.
The following table presents loans by credit quality indicator by origination year at March 31, 2024:
| Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | YTD 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total |
| Commercial and industrial: | |||||||||
| Risk rating: | |||||||||
| Pass | $279 | $1,732,197 | $318,587 | $1,758,151 | $2,806,636 | $1,701,638 | $380,164 | $774,950 | $9,472,322 |
| Special mention | — | 14,287 | — | 13,305 | 24,216 | 27,909 | 3,392 | 865 | 83,973 |
| Substandard | 434 | 23,288 | 44,013 | 2,283 | 82,394 | 59,491 | 17,184 | 1,138 | 229,791 |
| Nonaccrual | 3,157 | — | 2,938 | 12,629 | 14,495 | 17,599 | — | 24,582 | 72,243 |
| Commercial and industrial | $3,869 | $1,769,772 | $365,538 | $1,786,369 | $2,927,740 | $1,806,637 | $400,739 | $801,535 | $9,858,329 |
| Commercial real estate - owner occupied: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $11,455 | $56,257 | $196,065 | $191,357 | $234,852 | $133,883 | $218,224 | $1,042,093 |
| Special mention | — | 94 | — | — | — | — | — | — | 94 |
| Substandard | — | 950 | 2,667 | 18,003 | 2,083 | 12,376 | 8,423 | 7,114 | 51,616 |
| Nonaccrual | — | — | 722 | 1,368 | — | — | — | — | 2,090 |
| Commercial real estate - owner occupied | $— | $12,500 | $59,646 | $215,436 | $193,440 | $247,228 | $142,306 | $225,339 | $1,095,894 |
| Commercial and business lending: | |||||||||
| Risk rating: | |||||||||
| Pass | $279 | $1,743,652 | $374,844 | $1,954,216 | $2,997,992 | $1,936,490 | $514,047 | $993,174 | $10,514,415 |
| Special mention | — | 14,381 | — | 13,305 | 24,216 | 27,909 | 3,392 | 865 | 84,068 |
| Substandard | 434 | 24,239 | 46,680 | 20,286 | 84,477 | 71,867 | 25,606 | 8,252 | 281,408 |
| Nonaccrual | 3,157 | — | 3,659 | 13,997 | 14,495 | 17,599 | — | 24,582 | 74,333 |
| Commercial and business lending | $3,869 | $1,782,272 | $425,184 | $2,001,805 | $3,121,180 | $2,053,865 | $543,045 | $1,026,873 | $10,954,223 |
| Commercial real estate - investor: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $131,383 | $196,066 | $1,162,643 | $1,274,328 | $1,014,759 | $418,534 | $550,600 | $4,748,313 |
| Special mention | — | 502 | — | — | 22,494 | 9,238 | — | 35,614 | 67,848 |
| Substandard | — | — | 38,662 | 94,918 | 33,540 | 25,949 | 975 | 6,293 | 200,338 |
| Nonaccrual | — | — | — | — | — | — | — | 18,697 | 18,697 |
| Commercial real estate - investor | $— | $131,886 | $234,727 | $1,257,561 | $1,330,362 | $1,049,946 | $419,509 | $611,204 | $5,035,195 |
| Real estate construction: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $24,266 | $58,519 | $474,768 | $1,177,598 | $494,047 | $45,034 | $12,792 | $2,287,023 |
| Nonaccrual | — | — | — | — | — | — | — | 18 | 18 |
| Real estate construction | $— | $24,266 | $58,519 | $474,768 | $1,177,598 | $494,047 | $45,034 | $12,810 | $2,287,041 |
| Commercial real estate lending: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $155,649 | $254,585 | $1,637,410 | $2,451,926 | $1,508,806 | $463,568 | $563,392 | $7,035,336 |
| Special mention | — | 502 | — | — | 22,494 | 9,238 | — | 35,614 | 67,848 |
| Substandard | — | — | 38,662 | 94,918 | 33,540 | 25,949 | 975 | 6,293 | 200,338 |
| Nonaccrual | — | — | — | — | — | — | — | 18,715 | 18,715 |
| Commercial real estate lending | $— | $156,151 | $293,246 | $1,732,329 | $2,507,960 | $1,543,993 | $464,543 | $624,014 | $7,322,237 |
| Total commercial: | |||||||||
| Risk rating: | |||||||||
| Pass | $279 | $1,899,301 | $629,429 | $3,591,627 | $5,449,918 | $3,445,296 | $977,615 | $1,556,566 | $17,549,751 |
| Special mention | — | 14,883 | — | 13,305 | 46,710 | 37,146 | 3,392 | 36,480 | 151,916 |
| Substandard | 434 | 24,239 | 85,342 | 115,205 | 118,017 | 97,816 | 26,582 | 14,545 | 481,745 |
| Nonaccrual | 3,157 | — | 3,659 | 13,997 | 14,495 | 17,599 | — | 43,297 | 93,047 |
| Total commercial | $3,869 | $1,938,423 | $718,430 | $3,734,133 | $5,629,140 | $3,597,858 | $1,007,588 | $1,650,888 | $18,276,460 |
| Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | YTD 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total |
| Residential mortgage: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $— | $23,550 | $396,223 | $1,657,013 | $2,086,129 | $1,389,566 | $2,244,891 | $7,797,372 |
| Special mention | — | — | — | — | — | — | — | 94 | 94 |
| Substandard | — | — | — | 467 | 92 | — | — | 199 | 759 |
| Nonaccrual | — | — | 877 | 1,264 | 10,501 | 9,712 | 8,575 | 39,026 | 69,954 |
| Residential mortgage | $— | $— | $24,427 | $397,954 | $1,667,606 | $2,095,841 | $1,398,141 | $2,284,210 | $7,868,180 |
| Auto finance: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $— | $384,126 | $1,133,964 | $874,922 | $68,423 | $137 | $352 | $2,461,925 |
| Special mention | — | — | — | 634 | 1,398 | 117 | — | — | 2,148 |
| Substandard | — | — | — | 26 | — | — | — | — | 26 |
| Nonaccrual | — | — | 21 | 1,682 | 4,898 | 554 | — | 2 | 7,158 |
| Auto finance | $— | $— | $384,147 | $1,136,306 | $881,218 | $69,094 | $137 | $354 | $2,471,257 |
| Home equity: | |||||||||
| Risk rating: | |||||||||
| Pass | $3,830 | $514,998 | $21 | $1,508 | $29,539 | $5,949 | $2,278 | $56,995 | $611,286 |
| Special mention | 17 | 53 | — | 46 | 38 | — | — | 175 | 312 |
| Substandard | — | — | — | 9 | — | — | — | 56 | 65 |
| Nonaccrual | 505 | 76 | 31 | — | 671 | 141 | 120 | 7,061 | 8,100 |
| Home equity | $4,352 | $515,127 | $51 | $1,563 | $30,248 | $6,090 | $2,398 | $64,286 | $619,764 |
| Other consumer: | |||||||||
| Risk rating: | |||||||||
| Pass | $75 | $186,540 | $1,489 | $4,995 | $2,823 | $1,474 | $781 | $57,722 | $255,824 |
| Special mention | 3 | 850 | — | 14 | 24 | 6 | 7 | 3 | 904 |
| Substandard | — | 1,788 | — | — | — | — | — | — | 1,788 |
| Nonaccrual | 4 | 61 | — | 9 | 7 | — | — | 11 | 87 |
| Other consumer | $82 | $189,238 | $1,489 | $5,018 | $2,854 | $1,480 | $788 | $57,735 | $258,603 |
| Total consumer: | |||||||||
| Risk rating: | |||||||||
| Pass | $3,905 | $701,538 | $409,186 | $1,536,690 | $2,564,297 | $2,161,975 | $1,392,762 | $2,359,959 | $11,126,407 |
| Special mention | 20 | 904 | — | 694 | 1,459 | 123 | 7 | 272 | 3,459 |
| Substandard | — | 1,788 | — | 502 | 92 | — | — | 255 | 2,637 |
| Nonaccrual | 509 | 137 | 928 | 2,955 | 16,077 | 10,407 | 8,695 | 46,100 | 85,299 |
| Total consumer | $4,434 | $704,365 | $410,115 | $1,540,841 | $2,581,926 | $2,172,506 | $1,401,464 | $2,406,586 | $11,217,802 |
| Total loans: | |||||||||
| Risk rating: | |||||||||
| Pass | $4,184 | $2,600,839 | $1,038,615 | $5,128,316 | $8,014,215 | $5,607,272 | $2,370,376 | $3,916,525 | $28,676,159 |
| Special mention | 20 | 15,787 | — | 13,999 | 48,169 | 37,270 | 3,399 | 36,752 | 155,375 |
| Substandard | 434 | 26,026 | 85,342 | 115,707 | 118,109 | 97,816 | 26,582 | 14,800 | 484,383 |
| Nonaccrual | 3,666 | 137 | 4,588 | 16,952 | 30,572 | 28,007 | 8,695 | 89,396 | 178,346 |
| Total loans | $8,303 | $2,642,788 | $1,128,545 | $5,274,974 | $8,211,066 | $5,770,365 | $2,409,052 | $4,057,474 | $29,494,263 |
(a) Revolving loans converted to term loans are those converted during the reporting period and are also reported in their year of origination.
The following table presents loans by credit quality indicator by origination year at December 31, 2023:
| Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total |
| Commercial and industrial: | |||||||||
| Risk rating: | |||||||||
| Pass | $1,380 | $1,693,249 | $1,736,617 | $2,877,173 | $1,824,362 | $398,046 | $383,695 | $449,006 | $9,362,149 |
| Special mention | — | 21,779 | 4,017 | 46,610 | 8,525 | 3,529 | — | 25,341 | 109,801 |
| Substandard | 804 | 81,924 | 10,515 | 39,748 | 47,279 | 17,732 | 94 | 291 | 197,582 |
| Nonaccrual | 6,414 | — | 13,317 | 14,188 | 33,891 | 627 | — | — | 62,022 |
| Commercial and industrial | $8,598 | $1,796,951 | $1,764,466 | $2,977,719 | $1,914,057 | $419,934 | $383,789 | $474,638 | $9,731,555 |
| Commercial real estate - owner occupied: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $15,393 | $204,039 | $188,003 | $239,218 | $136,535 | $135,730 | $92,339 | $1,011,259 |
| Special mention | — | 271 | — | — | 6,150 | 2,635 | — | 1,293 | 10,349 |
| Substandard | — | 292 | 14,735 | 2,791 | 6,416 | 8,537 | 3,086 | 2,841 | 38,699 |
| Nonaccrual | — | — | 1,394 | — | — | — | — | — | 1,394 |
| Commercial real estate - owner occupied | $— | $15,957 | $220,168 | $190,794 | $251,783 | $147,708 | $138,816 | $96,473 | $1,061,700 |
| Commercial and business lending: | |||||||||
| Risk rating: | |||||||||
| Pass | $1,380 | $1,708,642 | $1,940,657 | $3,065,177 | $2,063,580 | $534,581 | $519,426 | $541,345 | $10,373,408 |
| Special mention | — | 22,050 | 4,017 | 46,610 | 14,675 | 6,164 | — | 26,634 | 120,150 |
| Substandard | 804 | 82,216 | 25,250 | 42,539 | 53,695 | 26,269 | 3,180 | 3,132 | 236,281 |
| Nonaccrual | 6,414 | — | 14,710 | 14,188 | 33,891 | 627 | — | — | 63,416 |
| Commercial and business lending | $8,598 | $1,812,909 | $1,984,635 | $3,168,514 | $2,165,840 | $567,642 | $522,606 | $571,111 | $10,793,255 |
| Commercial real estate - investor: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $155,109 | $1,263,866 | $1,247,434 | $1,080,425 | $471,371 | $358,996 | $239,230 | $4,816,433 |
| Special mention | — | 502 | 4,248 | 25,474 | 26,208 | — | 29,772 | 6,014 | 92,218 |
| Substandard | — | — | 106,002 | 69,584 | 15,000 | 983 | — | 24,025 | 215,595 |
| Commercial real estate - investor | $— | $155,611 | $1,374,116 | $1,342,492 | $1,121,633 | $472,355 | $388,768 | $269,269 | $5,124,245 |
| Real estate construction: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $23,307 | $422,277 | $1,176,608 | $547,825 | $87,680 | $5,740 | $7,954 | $2,271,392 |
| Nonaccrual | — | — | — | — | — | — | — | 6 | 6 |
| Real estate construction | $— | $23,307 | $422,277 | $1,176,608 | $547,825 | $87,680 | $5,740 | $7,960 | $2,271,398 |
| Commercial real estate lending: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $178,416 | $1,686,143 | $2,424,042 | $1,628,250 | $559,052 | $364,737 | $247,184 | $7,087,824 |
| Special mention | — | 502 | 4,248 | 25,474 | 26,208 | — | 29,772 | 6,014 | 92,218 |
| Substandard | — | — | 106,002 | 69,584 | 15,000 | 983 | — | 24,025 | 215,595 |
| Nonaccrual | — | — | — | — | — | — | — | 6 | 6 |
| Commercial real estate lending | $— | $178,918 | $1,796,393 | $2,519,100 | $1,669,458 | $560,035 | $394,508 | $277,230 | $7,395,644 |
| Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total |
| Total commercial: | |||||||||
| Risk rating: | |||||||||
| Pass | $1,380 | $1,887,058 | $3,626,800 | $5,489,219 | $3,691,830 | $1,093,633 | $884,162 | $788,529 | $17,461,232 |
| Special mention | — | 22,552 | 8,265 | 72,084 | 40,882 | 6,164 | 29,772 | 32,648 | 212,368 |
| Substandard | 804 | 82,216 | 131,253 | 112,123 | 68,695 | 27,253 | 3,180 | 27,157 | 451,876 |
| Nonaccrual | 6,414 | — | 14,710 | 14,188 | 33,891 | 627 | — | 6 | 63,422 |
| Total commercial | $8,598 | $1,991,827 | $3,781,028 | $5,687,614 | $3,835,298 | $1,127,677 | $917,114 | $848,341 | $18,188,898 |
| Residential mortgage: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $— | $352,321 | $1,617,409 | $2,110,577 | $1,414,186 | $647,778 | $1,650,542 | $7,792,813 |
| Special mention | — | — | — | — | — | — | 95 | 57 | 152 |
| Substandard | — | — | 490 | 93 | — | — | 174 | 26 | 784 |
| Nonaccrual | — | — | 1,425 | 9,567 | 9,259 | 10,397 | 6,628 | 33,865 | 71,142 |
| Residential mortgage | $— | $— | $354,236 | $1,627,070 | $2,119,836 | $1,424,583 | $654,675 | $1,684,490 | $7,864,891 |
| Auto finance: | |||||||||
| Risk rating: | |||||||||
| Pass | $— | $— | $1,218,820 | $952,839 | $75,209 | $163 | $456 | $132 | $2,247,618 |
| Special mention | — | — | 619 | 1,850 | 205 | — | — | — | 2,674 |
| Substandard | — | — | — | 73 | — | — | — | — | 73 |
| Nonaccrual | — | — | 1,032 | 4,332 | 430 | — | 3 | — | 5,797 |
| Auto finance | $— | $— | $1,220,471 | $959,094 | $75,844 | $163 | $458 | $132 | $2,256,162 |
| Home equity: | |||||||||
| Risk rating: | |||||||||
| Pass | $8,703 | $521,000 | $1,678 | $29,863 | $6,084 | $2,327 | $4,891 | $53,350 | $619,192 |
| Special mention | 179 | 200 | — | 87 | — | 29 | 15 | 378 | 708 |
| Substandard | 10 | 75 | 10 | — | — | — | 33 | — | 118 |
| Nonaccrual | 1,302 | 160 | 29 | 495 | 132 | 144 | 368 | 7,180 | 8,508 |
| Home equity | $10,195 | $521,434 | $1,717 | $30,445 | $6,217 | $2,500 | $5,308 | $60,907 | $628,526 |
| Other consumer: | |||||||||
| Risk rating: | |||||||||
| Pass | $121 | $196,632 | $6,419 | $3,732 | $2,658 | $1,127 | $460 | $64,121 | $275,149 |
| Special mention | 26 | 843 | 9 | — | 3 | 20 | — | 6 | 881 |
| Substandard | — | 1,582 | — | — | — | — | — | — | 1,582 |
| Nonaccrual | 27 | 71 | 10 | 1 | 6 | 2 | 8 | 29 | 128 |
| Other consumer | $174 | $199,129 | $6,438 | $3,733 | $2,668 | $1,149 | $468 | $64,156 | $277,740 |
| Total consumer: | |||||||||
| Risk rating: | |||||||||
| Pass | $8,824 | $717,632 | $1,579,238 | $2,603,843 | $2,194,529 | $1,417,802 | $653,584 | $1,768,145 | $10,934,773 |
| Special mention | 205 | 1,043 | 628 | 1,936 | 208 | 49 | 110 | 441 | 4,416 |
| Substandard | 10 | 1,656 | 500 | 166 | — | — | 207 | 26 | 2,556 |
| Nonaccrual | 1,330 | 231 | 2,496 | 14,396 | 9,827 | 10,544 | 7,007 | 41,073 | 85,574 |
| Total consumer | $10,369 | $720,563 | $1,582,862 | $2,620,341 | $2,204,564 | $1,428,395 | $660,909 | $1,809,685 | $11,027,319 |
| Total loans: | |||||||||
| Risk rating: | |||||||||
| Pass | $10,204 | $2,604,690 | $5,206,038 | $8,093,062 | $5,886,359 | $2,511,435 | $1,537,747 | $2,556,674 | $28,396,005 |
| Special mention | 205 | 23,595 | 8,893 | 74,020 | 41,091 | 6,213 | 29,882 | 33,089 | 216,784 |
| Substandard | 814 | 83,872 | 131,753 | 112,289 | 68,695 | 27,253 | 3,387 | 27,183 | 454,432 |
| Nonaccrual | 7,744 | 231 | 17,206 | 28,584 | 43,718 | 11,170 | 7,007 | 41,080 | 148,997 |
| Total loans | $18,966 | $2,712,389 | $5,363,890 | $8,307,956 | $6,039,862 | $2,556,071 | $1,578,023 | $2,658,026 | $29,216,218 |
(a) Revolving loans converted to term loans are those converted during the reporting period and are also reported in their year of origination.
The following table presents gross charge offs by origination year for the three months ended March 31, 2024:
| Gross Charge Offs by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Rev Loans Amortized Cost Basis | YTD 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total |
| Commercial and industrial | $1,024 | $— | $125 | $553 | $17,724 | $3 | $— | $19,429 |
| Commercial real estate-owner occupied | — | — | — | — | — | — | 3 | 3 |
| Commercial and business lending | 1,024 | — | 125 | 553 | 17,724 | 3 | 3 | 19,432 |
| Total commercial | 1,024 | — | 125 | 553 | 17,724 | 3 | 3 | 19,432 |
| Residential mortgage | — | — | 40 | — | — | 2 | 47 | 89 |
| Auto finance | — | — | 767 | 1,675 | 158 | — | — | 2,600 |
| Home equity | 93 | — | — | — | — | — | 15 | 108 |
| Other consumer | 1,688 | — | 15 | 8 | 17 | 28 | 34 | 1,790 |
| Total consumer | 1,782 | — | 822 | 1,683 | 175 | 30 | 95 | 4,586 |
| Total gross charge offs | $2,806 | $— | $947 | $2,236 | $17,899 | $33 | $98 | $24,018 |
The following table presents gross charge offs by origination year for the year ended December 31, 2023:
| Gross Charge Offs by Origination Year | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | Rev Loans Amortized Cost Basis | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total |
| Commercial and industrial | $4,130 | $717 | $9,594 | $25,270 | $5,958 | $— | $18 | $45,687 |
| Commercial real estate-owner occupied | — | — | — | — | — | 25 | — | 25 |
| Commercial and business lending | 4,130 | 717 | 9,594 | 25,270 | 5,958 | 25 | 18 | 45,713 |
| Commercial real estate-investor | — | — | — | — | — | — | 252 | 252 |
| Real estate construction | — | — | — | — | — | — | 25 | 25 |
| Commercial real estate lending | — | — | — | — | — | — | 277 | 277 |
| Total commercial | 4,130 | 717 | 9,594 | 25,270 | 5,958 | 25 | 295 | 45,989 |
| Residential mortgage | — | 2 | 32 | 42 | 148 | 5 | 723 | 952 |
| Auto finance | — | 795 | 4,524 | 626 | — | 5 | — | 5,950 |
| Home equity | 53 | 21 | 3 | 31 | — | 22 | 294 | 424 |
| Other consumer | 4,884 | — | 72 | 124 | 131 | 72 | 170 | 5,453 |
| Total consumer | 4,937 | 818 | 4,630 | 823 | 279 | 105 | 1,187 | 12,779 |
| Total gross charge offs | $9,068 | $1,535 | $14,224 | $26,093 | $6,237 | $130 | $1,482 | $58,768 |
Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate policies for ACLL, nonaccrual loans, and charge offs.
For commercial loans, management has determined the pass credit quality indicator to include credits exhibiting acceptable financial statements, cash flow, and leverage. If any risk exists, it is mitigated by the loan structure, collateral, monitoring, or control. For consumer loans, performing loans include credits performing in accordance with the original contractual terms.
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Special mention credits have potential weaknesses that warrant specific attention from management. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit. Accruing loan modifications could be pass or special mention, depending on the risk rating on the loan. Substandard loans are considered inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged. These loans generally have a well-defined weakness, or weaknesses, which may jeopardize liquidation of the debt, and are characterized by the distinct possibility the Corporation will sustain some loss if the deficiencies are not corrected. Management has determined commercial loan relationships in nonaccrual status, and commercial and consumer loan relationships with their terms restructured in a loan modification, meet the criteria to be individually evaluated. Commercial loans classified as special mention, substandard, and nonaccrual are reviewed at a minimum on a quarterly basis, while pass credits, which are performing rated credits, are generally reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.
The following table presents loans by past due status at March 31, 2024:
| Accruing | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Current | 30-59 DaysPast Due | 60-89 DaysPast Due | 90+ DaysPast Due | Nonaccrual(a)(b) | Total |
| Commercial and industrial | $9,785,140 | $371 | $150 | $426 | $72,243 | $9,858,329 |
| Commercial real estate - owner occupied | 1,093,804 | — | — | — | 2,090 | 1,095,894 |
| Commercial and business lending | 10,878,944 | 371 | 150 | 426 | 74,333 | 10,954,223 |
| Commercial real estate - investor | 4,997,335 | — | 19,164 | — | 18,697 | 5,035,195 |
| Real estate construction | 2,285,763 | 1,260 | — | — | 18 | 2,287,041 |
| Commercial real estate lending | 7,283,098 | 1,260 | 19,164 | — | 18,715 | 7,322,237 |
| Total commercial | 18,162,042 | 1,631 | 19,314 | 426 | 93,047 | 18,276,460 |
| Residential mortgage | 7,788,322 | 9,808 | 94 | — | 69,954 | 7,868,180 |
| Auto finance | 2,451,552 | 10,373 | 2,148 | 26 | 7,158 | 2,471,257 |
| Home equity | 608,821 | 2,506 | 312 | 24 | 8,100 | 619,764 |
| Other consumer | 254,313 | 1,298 | 963 | 1,942 | 87 | 258,603 |
| Total consumer | 11,103,009 | 23,985 | 3,517 | 1,992 | 85,299 | 11,217,802 |
| Total loans | $29,265,051 | $25,617 | $22,831 | $2,417 | $178,346 | $29,494,263 |
(a) Of the total nonaccrual loans, $98 million, or 55%, were current with respect to payment at March 31, 2024.
(b)No interest income was recognized on nonaccrual loans for the three months ended March 31, 2024. In addition, there were $20 million of nonaccrual loans for which there was no related ACLL at March 31, 2024.
The following table presents loans by past due status at December 31, 2023:
| Accruing | ||||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Current | 30-59 DaysPast Due | 60-89 DaysPast Due | 90+ Days Past Due | Nonaccrual(a)(b) | Total |
| Commercial and industrial | $9,663,587 | $5,374 | $191 | $380 | $62,022 | $9,731,555 |
| Commercial real estate - owner occupied | 1,059,948 | — | 358 | — | 1,394 | 1,061,700 |
| Commercial and business lending | 10,723,536 | 5,374 | 549 | 380 | 63,416 | 10,793,255 |
| Commercial real estate - investor | 5,086,117 | — | 18,697 | 19,432 | — | 5,124,245 |
| Real estate construction | 2,271,392 | — | — | — | 6 | 2,271,398 |
| Commercial real estate lending | 7,357,509 | — | 18,697 | 19,432 | 6 | 7,395,644 |
| Total commercial | 18,081,044 | 5,374 | 19,246 | 19,812 | 63,422 | 18,188,898 |
| Residential mortgage | 7,780,304 | 13,294 | 152 | — | 71,142 | 7,864,891 |
| Auto finance | 2,232,906 | 14,712 | 2,674 | 73 | 5,797 | 2,256,162 |
| Home equity | 615,810 | 3,500 | 708 | — | 8,508 | 628,526 |
| Other consumer | 273,644 | 1,233 | 932 | 1,803 | 128 | 277,740 |
| Total consumer | 10,902,664 | 32,739 | 4,467 | 1,876 | 85,574 | 11,027,319 |
| Total loans | $28,983,708 | $38,113 | $23,712 | $21,689 | $148,997 | $29,216,218 |
(a) Of the total nonaccrual loans, $80 million, or 53%, were current with respect to payment at December 31, 2023.
(b)No interest income was recognized on nonaccrual loans for the year ended December 31, 2023. In addition, there were $23 million of nonaccrual loans for which there was no related ACLL at December 31, 2023.
Loan Modifications
The following tables show the composition of loan modifications made to borrowers experiencing financial difficulty by the loan portfolio and type of concessions granted during the three months ended March 31, 2024 and March 31, 2023. Each of the types of concessions granted comprised less than 1% of their respective classes of loan portfolios at March 31, 2024.
| Interest Rate Concession | ||
|---|---|---|
| Amortized Cost | ||
| ($ in thousands) | March 31, 2024 | March 31, 2023 |
| Commercial and industrial | $159 | $47 |
| Auto | 46 | 61 |
| Home equity | — | 31 |
| Other consumer | 534 | 498 |
| Total loans modified | $739 | $637 |
| Term Extension | ||
|---|---|---|
| Amortized Cost | ||
| ($ in thousands) | March 31, 2024 | March 31, 2023 |
| Residential mortgage | $— | $209 |
| Total loans modified | $— | $209 |
| Combination - Interest Rate Concession and Term Extension | ||
|---|---|---|
| Amortized Cost | ||
| ($ in thousands) | March 31, 2024 | March 31, 2023 |
| Residential mortgage | $643 | $165 |
| Home equity | 31 | 93 |
| Total loans modified | $674 | $258 |
The following tables summarize, by loan portfolio, the financial effect of the Corporation's loan modifications on the modified loans as of March 31, 2024 and March 31, 2023:
| Interest Rate Concession | ||
|---|---|---|
| Financial Effect, Weighted Average Contractual Interest Rate (Decrease) Increase(a) | ||
| Loan Type | March 31, 2024 | March 31, 2023 |
| Commercial and industrial | (16)% | (16)% |
| Residential mortgage | 3% | —% |
| Auto | (9)% | (2)% |
| Home equity | (3)% | 1% |
| Other consumer | (21)% | (20)% |
| Weighted average of total loans modified | (9)% | (17)% |
(a) Due to market conditions, some interest rate concessions on floating rate loans may involve an increase in rate that was lower in comparison to the rate of increase for floating rate loans not modified.
| Term Extension | ||
| Financial Effect, Weighted Average Term Increase(a) | ||
| Loan Type | March 31, 2024 | March 31, 2023 |
|---|---|---|
| Residential mortgage | 158 months | 26 months |
| Home equity | 64 months | 0 months |
| Weighted average of total loans modified | 153 months | 26 months |
(a) During the three months ended March 31, 2024 and March 31, 2023, term extensions changed the weighted average term on modified loans from 254 to 407 months and 334 to 360 months, respectively.
The Corporation closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the twelve months ended March 31, 2024:
| Payment Status (Amortized Cost Basis) | ||||
|---|---|---|---|---|
| ($ in thousands) | Current | 30-89 Days Past Due | 90+ Days Past Due | Nonaccrual |
| Commercial and industrial | $377 | $— | $— | $— |
| Residential mortgage | 345 | — | — | 991 |
| Auto | 63 | 3 | — | 11 |
| Home equity | 135 | 47 | — | 139 |
| Other consumer | 1,487 | — | — | — |
| Total loans modified | $2,407 | $50 | $— | $1,141 |
The following table depicts the performance of loans that have been modified in the three months ended March 31, 2023:
| Payment Status (Amortized Cost Basis) | ||||
|---|---|---|---|---|
| ($ in thousands) | Current | 30-89 Days Past Due | 90+ Days Past Due | Nonaccrual |
| Commercial and industrial | $47 | $— | $— | $— |
| Residential mortgage | 126 | — | — | 248 |
| Auto | 61 | — | — | — |
| Home equity | 31 | — | — | 93 |
| Other consumer | 498 | — | — | — |
| Total loans modified | $763 | $— | $— | $341 |
The following table provides the amortized cost of loan modifications by loan portfolio and type of concession that were modified in the previous twelve months and subsequently had a payment default during the three months ended March 31, 2024:
| Amortized Cost of Loan Modifications that Subsequently Defaulted | |||
|---|---|---|---|
| ($ in thousands) | Interest Rate Concession | Term Extension | Combination Interest Rate Reduction and Term Extension |
| Auto | $11 | $— | $— |
| Total loans modified | $11 | $— | $— |
The following table provides the amortized cost of loan modifications by loan portfolio and type of concession that were modified in the previous three months and subsequently had a payment default during the three months ended March 31, 2023:
| Amortized Cost of Loan Modifications that Subsequently Defaulted | |||
|---|---|---|---|
| ($ in thousands) | Interest Rate Concession | Term Extension | Combination Interest Rate Reduction and Term Extension |
| Home equity | $— | $— | $60 |
| Total loans modified | $— | $— | $60 |
The nature and extent of the impairment of modified loans, including those which have experienced a subsequent payment default, are considered in the determination of an appropriate level of the ACLL.
Allowance for Credit Losses on Loans
The ACLL is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the ACLL represents management’s estimate of an amount appropriate to provide for expected lifetime credit losses in the loan portfolio at the balance sheet date. The expected lifetime credit losses are the product of multiplying the Corporation's estimates of probability of default, loss given default, and the individual loan level exposure at default on an undiscounted basis. A main factor in the determination of the ACLL is the economic forecast. The forecast the Corporation used for March 31, 2024 was the Moody's baseline scenario from February 2024, which was reviewed against the March 2024 baseline scenario with no material updates made, over a two year reasonable and supportable period with straight-line reversion to the historical losses over the second year of the period. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit). See Note 11 for additional information on the change in the allowance for unfunded commitments.
The following table presents a summary of the changes in the ACLL by portfolio segment for the three months ended March 31, 2024:
| ($ in thousands) | Dec 31, 2023 | Charge offs | Recoveries | Net Charge offs | Provision for credit losses | Mar 31, 2024 | ACLL / Loans |
|---|---|---|---|---|---|---|---|
| Allowance for loan losses | |||||||
| Commercial and industrial | $128,263 | $(19,429) | $791 | $(18,638) | $23,202 | $132,826 | |
| Commercial real estate — owner occupied | 10,610 | (3) | 5 | 2 | 1,768 | 12,381 | |
| Commercial and business lending | 138,873 | (19,432) | 796 | (18,636) | 24,970 | 145,207 | |
| Commercial real estate — investor | 67,858 | — | — | — | 4,137 | 71,995 | |
| Real estate construction | 53,554 | — | 30 | 30 | (4,281) | 49,303 | |
| Commercial real estate lending | 121,412 | — | 30 | 30 | (144) | 121,298 | |
| Total commercial | 260,285 | (19,432) | 826 | (18,606) | 24,826 | 266,506 | |
| Residential mortgage | 37,808 | (89) | 27 | (62) | (1,831) | 35,915 | |
| Auto finance | 24,961 | (2,600) | 506 | (2,094) | 3,248 | 26,114 | |
| Home equity | 15,403 | (108) | 319 | 211 | (874) | 14,740 | |
| Other consumer | 12,638 | (1,790) | 252 | (1,537) | 1,630 | 12,731 | |
| Total consumer | 90,809 | (4,586) | 1,104 | (3,482) | 2,174 | 89,501 | |
| Total loans | $351,094 | $(24,018) | $1,930 | $(22,088) | $27,000 | $356,006 | |
| Allowance for unfunded commitments | |||||||
| Commercial and industrial | $13,319 | $— | $— | $— | $(757) | $12,562 | |
| Commercial real estate — owner occupied | 149 | — | — | — | 15 | 164 | |
| Commercial and business lending | 13,468 | — | — | — | (742) | 12,725 | |
| Commercial real estate — investor | 480 | — | — | — | 37 | 517 | |
| Real estate construction | 17,024 | — | — | — | (2,103) | 14,921 | |
| Commercial real estate lending | 17,504 | — | — | — | (2,066) | 15,438 | |
| Total commercial | 30,972 | — | — | — | (2,808) | 28,164 | |
| Home equity | 2,629 | — | — | — | (316) | 2,313 | |
| Other consumer | 1,174 | — | — | — | 124 | 1,298 | |
| Total consumer | 3,803 | — | — | — | (192) | 3,612 | |
| Total loans | $34,776 | $— | $— | $— | $(3,000) | $31,776 | |
| Allowance for credit losses on loans | |||||||
| Commercial and industrial | $141,582 | $(19,429) | $791 | $(18,638) | $22,445 | $145,388 | 1.47% |
| Commercial real estate — owner occupied | 10,759 | (3) | 5 | 2 | 1,783 | 12,544 | 1.14% |
| Commercial and business lending | 152,341 | (19,432) | 796 | (18,636) | 24,227 | 157,933 | 1.44% |
| Commercial real estate — investor | 68,338 | — | — | — | 4,174 | 72,512 | 1.44% |
| Real estate construction | 70,578 | — | 30 | 30 | (6,383) | 64,225 | 2.81% |
| Commercial real estate lending | 138,916 | — | 30 | 30 | (2,209) | 136,737 | 1.87% |
| Total commercial | 291,257 | (19,432) | 826 | (18,606) | 22,018 | 294,669 | 1.61% |
| Residential mortgage | 37,808 | (89) | 27 | (62) | (1,831) | 35,915 | 0.46% |
| Auto finance | 24,961 | (2,600) | 506 | (2,094) | 3,248 | 26,114 | 1.06% |
| Home equity | 18,032 | (108) | 319 | 211 | (1,190) | 17,054 | 2.75% |
| Other consumer | 13,812 | (1,790) | 252 | (1,537) | 1,755 | 14,029 | 5.43% |
| Total consumer | 94,613 | (4,586) | 1,104 | (3,482) | 1,982 | 93,112 | 0.83% |
| Total loans | $385,870 | $(24,018) | $1,930 | $(22,088) | $24,000 | $387,782 | 1.31% |
The following table presents a summary of the changes in the ACLL by portfolio segment for the year ended December 31, 2023:
| ($ in thousands) | Dec 31, 2022 | Charge offs | Recoveries | Net Charge offs | Provision for credit losses | Dec 31, 2023 | ACLL / Loans |
|---|---|---|---|---|---|---|---|
| Allowance for loan losses | |||||||
| Commercial and industrial | $119,076 | $(45,687) | $3,015 | $(42,672) | $51,859 | $128,263 | |
| Commercial real estate — owner occupied | 9,475 | (25) | 11 | (15) | 1,150 | 10,610 | |
| Commercial and business lending | 128,551 | (45,713) | 3,026 | (42,687) | 53,009 | 138,873 | |
| Commercial real estate — investor | 54,398 | (252) | 3,016 | 2,763 | 10,697 | 67,858 | |
| Real estate construction | 45,589 | (25) | 80 | 55 | 7,910 | 53,554 | |
| Commercial real estate lending | 99,986 | (277) | 3,095 | 2,819 | 18,607 | 121,412 | |
| Total commercial | 228,538 | (45,989) | 6,121 | (39,868) | 71,616 | 260,285 | |
| Residential mortgage | 38,298 | (952) | 541 | (411) | (79) | 37,808 | |
| Auto finance | 19,619 | (5,950) | 1,241 | (4,709) | 10,051 | 24,961 | |
| Home equity | 14,875 | (424) | 1,262 | 837 | (310) | 15,403 | |
| Other consumer | 11,390 | (5,453) | 978 | (4,475) | 5,723 | 12,638 | |
| Total consumer | 84,182 | (12,779) | 4,021 | (8,758) | 15,384 | 90,809 | |
| Total loans | $312,720 | $(58,768) | $10,142 | $(48,626) | $87,000 | $351,094 | |
| Allowance for unfunded commitments | |||||||
| Commercial and industrial | $12,997 | $— | $— | $— | $321 | $13,319 | |
| Commercial real estate — owner occupied | 103 | — | — | — | 46 | 149 | |
| Commercial and business lending | 13,101 | — | — | — | 367 | 13,468 | |
| Commercial real estate — investor | 710 | — | — | — | (230) | 480 | |
| Real estate construction | 20,583 | — | — | — | (3,558) | 17,024 | |
| Commercial real estate lending | 21,292 | — | — | — | (3,788) | 17,504 | |
| Total commercial | 34,393 | — | — | — | (3,421) | 30,972 | |
| Home equity | 2,699 | — | — | — | (70) | 2,629 | |
| Other consumer | 1,683 | — | — | — | (509) | 1,174 | |
| Total consumer | 4,382 | — | — | — | (579) | 3,803 | |
| Total loans | $38,776 | $— | $— | $— | $(4,000) | $34,776 | |
| Allowance for credit losses on loans | |||||||
| Commercial and industrial | $132,073 | $(45,687) | $3,015 | $(42,672) | $52,181 | $141,582 | 1.45% |
| Commercial real estate — owner occupied | 9,579 | (25) | 11 | (15) | 1,195 | 10,759 | 1.01% |
| Commercial and business lending | 141,652 | (45,713) | 3,026 | (42,687) | 53,376 | 152,341 | 1.41% |
| Commercial real estate — investor | 55,108 | (252) | 3,016 | 2,763 | 10,467 | 68,338 | 1.33% |
| Real estate construction | 66,171 | (25) | 80 | 55 | 4,351 | 70,578 | 3.11% |
| Commercial real estate lending | 121,279 | (277) | 3,095 | 2,819 | 14,819 | 138,916 | 1.88% |
| Total commercial | 262,931 | (45,989) | 6,121 | (39,868) | 68,195 | 291,257 | 1.60% |
| Residential mortgage | 38,298 | (952) | 541 | (411) | (79) | 37,808 | 0.48% |
| Auto finance | 19,619 | (5,950) | 1,241 | (4,709) | 10,051 | 24,961 | 1.11% |
| Home equity | 17,574 | (424) | 1,262 | 837 | (380) | 18,032 | 2.87% |
| Other consumer | 13,073 | (5,453) | 978 | (4,475) | 5,214 | 13,812 | 4.97% |
| Total consumer | 88,565 | (12,779) | 4,021 | (8,758) | 14,805 | 94,613 | 0.86% |
| Total loans | $351,496 | $(58,768) | $10,142 | $(48,626) | $83,000 | $385,870 | 1.32% |
Note 7 Goodwill and Other Intangible Assets
Goodwill
Goodwill is not amortized but is instead subject to impairment tests on at least an annual basis, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
The Corporation conducted its most recent annual impairment testing in May 2023, utilizing a qualitative assessment. Factors that management considered in this assessment included macroeconomic conditions, industry and market considerations, overall financial performance of the Corporation and each reporting unit (both current and projected), changes in management strategy, and changes in the composition or carrying amount of net assets. In addition, management considered the changes in both the Corporation's common stock price and in the KBW Nasdaq Regional Banking Index (KRX), as well as the Corporation's earnings per common share trend over the past year. Based on these assessments, management concluded that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There have beenno events since the May 2023 impairment test that have changed the Corporation's impairment assessment conclusion. There wereno impairment charges recorded in 2023 or the first three months of 2024.
The Corporation had goodwill of $1.1 billion at both March 31, 2024 and December 31, 2023.
Core Deposit Intangibles
The Corporation has CDIs which are amortized. Changes in the gross carrying amount, accumulated amortization, and net book value for CDIs were as follows:
| ($ in thousands) | Three Months Ended March 31, 2024 | Year Ended Dec 31, 2023 |
|---|---|---|
| Core deposit intangibles | ||
| Gross carrying amount at the beginning of period | $88,109 | $88,109 |
| Accumulated amortization | (49,841) | (47,638) |
| Net book value | $38,268 | $40,471 |
| Amortization during the period | $2,203 | $8,811 |
Mortgage Servicing Rights
The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. MSRs are not traded in active markets. As a result, a cash flow model is used to determine fair value. Key assumptions and estimates, including projected prepayment speeds, assumed servicing costs, ancillary income, costs to service delinquent loans, costs of foreclosure, and discount rates with option-adjusted spreads, are used in measuring the fair value of the MSRs asset. These assumptions are considered significant unobservable inputs. See Note 11 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 12 which further discusses fair value measurement relative to the MSRs asset.
A summary of changes in the balance of the MSRs asset under the fair value measurement method for the three months ended March 31, 2024 and the year ended December 31, 2023 is as follows:
| ($ in thousands) | Three Months Ended March 31, 2024 | Year Ended Dec 31, 2023 |
|---|---|---|
| Mortgage servicing rights | ||
| Mortgage servicing rights at beginning of period | $84,390 | $77,351 |
| Additions | 877 | 3,564 |
| Paydowns | (1,687) | (7,185) |
| Valuation: | ||
| Change in fair value model assumptions | — | 8,881 |
| Changes in fair value of asset | 1,646 | 1,778 |
| Mortgage servicing rights at end of period | $85,226 | $84,390 |
| Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)(a) | $6,349,049 | $7,364,492 |
| Mortgage servicing rights to servicing portfolio(a) | 1.34% | 1.15% |
(a) During the fourth quarter of 2023, the Corporation transferred $969 million of residential mortgages into held for sale and subsequently sold them for $844 million. After sale, the servicing was retained for a short period until full servicing was transferred to the purchaser in January 2024.
The projections of amortization expense for CDIs and decay for MSRs are based on existing asset balances, the current interest rate environment, and prepayment speeds as of March 31, 2024. The actual expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable. The following table shows the estimated future amortization expense for CDIs and decay for MSRs:
| ($ in thousands) | Core Deposit Intangibles | Mortgage Servicing Rights |
|---|---|---|
| Nine months ended December 31, 2024 | $6,608 | $6,930 |
| 2025 | 8,811 | 11,133 |
| 2026 | 8,811 | 11,013 |
| 2027 | 8,811 | 10,506 |
| 2028 | 3,485 | 9,628 |
| 2029 | 1,681 | 8,614 |
| Beyond 2029 | 61 | 27,402 |
| Total estimated amortization expense and MSRs decay | $38,268 | $85,226 |
Note 8 Short and Long-Term Funding
The following table presents the components of short-term funding (funding with original contractual maturities of one year or less), and long-term funding (funding with original contractual maturities greater than one year):
| ($ in thousands) | Mar 31, 2024 | Dec 31, 2023 |
|---|---|---|
| Short-term funding | ||
| Federal funds purchased | $175,135 | $220,160 |
| Securities sold under agreements to repurchase | 90,536 | 106,620 |
| Federal funds purchased and securities sold under agreements to repurchase | 265,671 | 326,780 |
| BTFP funding | 500,000 | — |
| Total short-term funding | $765,671 | $326,780 |
| Long-term funding | ||
| Corporation subordinated notes, at par | $550,000 | $550,000 |
| Discount and capitalized costs | (7,468) | (7,748) |
| Subordinated debt fair value hedge(a) | (6,838) | (1,366) |
| Finance leases | 361 | 383 |
| Total long-term funding | $536,055 | $541,269 |
| Total short and long-term funding, excluding FHLB advances | $1,301,726 | $868,049 |
| FHLB advances | ||
| Short-term FHLB advances | $138,000 | $740,000 |
| Long-term FHLB advances | 1,209,862 | 1,209,907 |
| FHLB advances fair value hedge(a) | (14,451) | (9,713) |
| Total FHLB advances | $1,333,411 | $1,940,194 |
| Total short and long-term funding | $2,635,137 | $2,808,243 |
(a) For additional information on the fair value hedges, see Note 9.
Securities Sold Under Agreements to Repurchase
The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. The obligation to repurchase the securities is reflected as a liability on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities).
The Corporation utilizes repurchase agreements to facilitate the needs of its customers. The fair value of securities pledged to secure repurchase agreements may decline. At March 31, 2024, the Corporation had pledged securities valued at 215% of the gross outstanding balance of repurchase agreements to manage this risk.
The remaining contractual maturity of the securities sold under agreements to repurchase on the consolidated balance sheets as of March 31, 2024 and December 31, 2023 are presented in the following table:
| Overnight and Continuous | ||
|---|---|---|
| ($ in thousands) | Mar 31, 2024 | Dec 31, 2023 |
| Repurchase agreements | ||
| Agency mortgage-related securities | $90,536 | $106,620 |
Long-Term Funding
Subordinated Notes
In November 2014, the Corporation issued $250 million of 10-year subordinated notes, due January 2025, and callable October 2024. The subordinated notes have a fixed coupon interest rate of 4.25% and were issued at a discount.
In February 2023, the Corporation issued $300 million of 10-year subordinated notes, due March 1, 2033 and redeemable (i) on the reset date of March 1, 2028 and any interest payment date thereafter, (ii) at any time on or after the three month period prior to the maturity date, and (iii) upon the occurrence of a Regulatory Capital Treatment Event (as defined in the Global Note). The subordinated notes have a fixed coupon interest rate of 6.625% until the reset date, after which the rate will be equal to the Five-Year U.S. Treasury Rate as of the reset date plus 2.812% per annum. The notes were issued at a discount.
Finance Leases
Finance leases are used in conjunction with branch operations. See Note 16 for additional disclosure regarding the Corporation’s leases.
Note 9 Derivative and Hedging Activities
The Corporation is exposed to certain risk arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity, foreign currency, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates and/or foreign currency exchange rates. The Corporation's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation's known or expected cash receipts and its known or expected cash payments principally related to the Corporation's assets.
The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Corporation is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. To mitigate the counterparty risk, contracts generally contain language outlining collateral pledging requirements for each counterparty. For non-centrally cleared derivatives, collateral must be posted when the market value exceeds certain mutually agreed upon threshold limits. Securities and cash are often pledged as collateral. The Corporation pledged $89 million and $93 million of investment securities as collateral at March 31, 2024 and December 31, 2023, respectively. Cash is often pledged as collateral for derivatives that are not centrally cleared. The Corporation hadno required cash collateral at March 31, 2024, compared to $5 million at December 31, 2023.
To qualify for hedge accounting, a hedging relationship must be highly effective at mitigating the risk associated with the exposure being hedged. The Corporation performs effectiveness assessments of its derivative financial instruments prospectively at inception and both prospectively and retrospectively quarterly thereafter. The initial prospective assessment is performed on a quantitative basis unless the hedging relationship meets certain conditions, and subsequent assessments are performed on a quantitative basis unless certain conditions are met where a qualitative basis may be used. If it is determined that a derivative financial instrument is not highly effective at hedging the designated exposure, hedge accounting is discontinued.
Federal regulations require the Corporation to clear all compound SOFR interest rate swaps through a clearing house, if possible. For derivatives cleared through central clearing houses, the variation margin payments are legally characterized as daily settlements of the derivative rather than collateral. The Corporation's clearing agent for interest rate derivative contracts that are centrally cleared through the Chicago Mercantile Exchange and the London Clearing House settles the variation margin daily. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting and financial reporting purposes. Depending on the net position, the fair value is reported in other assets or accrued expenses and other liabilities on the consolidated balance sheets. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.
Fair Value Hedges of Interest Rate Risk
The Corporation is exposed to changes in the fair value of its fixed-rate debt due to changes in benchmark interest rates. The Corporation uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rates. Interest rate swaps designated as fair value hedges involve receiving payment of fixed-rate amounts from a counterparty in exchange for the Corporation paying variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.
For derivatives designated and that qualify as fair value hedges, as allowed under U.S. GAAP, the Corporation applied the "shortcut" method of accounting, which permits the assumption of perfect effectiveness. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest expense. These items, along with the net interest from the derivative, are reported in the same income statement line as the fixed-rate debt expense.
Fair Value Hedges of Foreign Currency Exchange Rate Risk
The Corporation is exposed to changes in the fair value of its foreign currency denominated loans due to changes in foreign currency exchange rates. The Corporation uses foreign currency exchange forward contracts to manage its exposure to changes in fair value on these foreign currency denominated loans.
To assess effectiveness of the foreign currency exchange forward contracts, the Corporation has elected to utilize the critical terms match method. Under the critical terms match method, if the hedging relationship meets certain criteria, it allows the Corporation to assume that the hedging relationship is perfectly effective, eliminating the quantitative aspect of assessing effectiveness. The gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in capital markets, net.
Cash Flow Hedges of Interest Rate Risk
The Corporation is exposed to variability in cash flows on its floating rate assets due to changes in benchmark interest rates. The Corporation uses interest rate swaps to hedge certain forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate in order to add stability to net interest income and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve receiving fixed-rate amounts from a counterparty in exchange for the Corporation making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. These items, along with the net interest from the derivative, are reported in the same income statement line as the interest income from the floating-rate assets.
To assess effectiveness of interest rate swaps, the Corporation performs a quantitative analysis using a period by period regression method. When the relationship between the hedged item and hedging instrument is highly effective at achieving offsetting changes in cash flows attributable to the hedged risk, changes in the fair value of these cash flow hedges are recorded in accumulated other comprehensive income (loss) and are subsequently reclassified to interest income as interest payments are made on such variable rate loans.
Derivatives to Accommodate Customer Needs
The Corporation facilitates customer borrowing activity by entering into various derivative contracts which are designated as free standing derivative contracts. Free standing derivative products are entered into primarily for the benefit of commercial customers seeking to manage their exposures to interest rate risk and foreign currency. These derivative contracts are not designated against specific assets and liabilities on the consolidated balance sheets or forecasted transactions and, therefore, do not qualify for hedge accounting treatment. Such derivative contracts are carried at fair value in other assets and accrued expenses and other liabilities on the consolidated balance sheets with changes in the fair value recorded as a component of capital markets, net, and typically include interest rate-related instruments (swaps and caps) and foreign currency exchange forwards. See Note 10 for additional information and disclosures on balance sheet offsetting.
Interest rate-related and other instruments: The Corporation provides interest rate risk management services to commercial customers, primarily interest rate swaps and caps. The Corporation’s market risk from unfavorable movements in interest rates related to these derivative contracts is generally economically hedged by concurrently entering into offsetting derivative contracts. The offsetting derivative contracts have identical notional values, terms, and indices, except in rare circumstances where the indices are not identical which creates a negligible basis mismatch. The Corporation also enters into credit risk participation agreements with financial institution counterparties for interest rate swaps related to loans as either a participant or a lead bank. The risk participation agreements entered into by the Corporation as a participant bank provide credit protection to the financial institution counterparty should the borrower fail to perform on its interest rate derivative contract with that financial institution.
Foreign currency exchange forwards: The Corporation provides foreign currency exchange services to customers, primarily forward contracts. The Corporation's customers enter into a foreign currency exchange forward with the Corporation as a means for them to mitigate exchange rate risk. The Corporation mitigates its risk by then entering into an offsetting foreign currency exchange derivative contract.
Mortgage Derivatives
Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair values of these commitments are recorded in other assets and accrued expenses and other liabilities on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net on the consolidated statements of income.
Interest rate-related instruments for MSRs hedge: The fair value of the Corporation's MSRs asset changes in response to changes in primary mortgage loan rates and other assumptions. To mitigate the earnings volatility caused by changes in the fair value of MSRs, the Corporation designates certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs and are recorded in other assets and accrued expenses and other liabilities on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net on the consolidated statements of income.
The following table presents the total notional amounts and gross fair values of the Corporation’s derivatives, as well as the balance sheet netting adjustments as of March 31, 2024 and December 31, 2023. The derivative assets and liabilities are presented on a gross basis prior to the application of bilateral collateral and master netting agreements, but after the variation margin payments with central clearing organizations have been applied as settlement, as applicable. Total derivative assets and liabilities are adjusted to take into consideration the effects of legally enforceable master netting agreements and cash collateral received or paid as of March 31, 2024 and December 31, 2023. The resulting net derivative asset and liability fair values are included in other assets and accrued expenses and other liabilities, respectively, on the consolidated balance sheets.
| Mar 31, 2024 · Dec 31, 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Asset · Liability · Asset · Liability | ||||||||||||
| ($ in thousands) · Notional Amount · Fair Value · Notional Amount · Fair Value · Notional Amount · Fair Value · Notional Amount · Fair Value | ||||||||||||
| Designated as hedging instruments: | ||||||||||||
| Interest rate-related instruments | $1,350,000 | $2,164 | $1,750,000 | $10,685 | $2,300,000 | $8,075 | $550,000 | $930 | ||||
| Foreign currency exchange forwards | 147,695 | 624 | 263,335 | 230 | 231,566 | 632 | 189,212 | 2,946 | ||||
| Total designated as hedging instruments | 2,788 | 10,915 | 8,707 | 3,876 | ||||||||
| Not designated as hedging instruments: | ||||||||||||
| Interest rate-related and other instruments | 3,770,832 | 113,337 | 6,262,958 | 222,303 | 3,603,513 | 111,623 | 6,528,471 | 195,662 | ||||
| Foreign currency exchange forwards | 115,002 | 5,276 | 88,602 | 4,956 | 87,526 | 2,954 | 135,654 | 2,746 | ||||
| Mortgage banking(a) | 49,808 | 666 | 98,000 | 222 | 29,490 | 439 | 51,500 | 673 | ||||
| Total not designated as hedging instruments | 119,279 | 227,482 | 115,016 | 199,082 | ||||||||
| Gross derivatives before netting | 122,067 | 238,397 | 123,723 | 202,958 | ||||||||
| Less: Legally enforceable master netting agreements | 6,463 | 6,463 | 18,234 | 18,234 | ||||||||
| Less: Cash collateral pledged/received | 55,681 | — | 35,855 | — | ||||||||
| Total derivative instruments, after netting | $59,923 | $231,934 | $69,634 | $184,724 | ||||||||
(a) The notional amount of the mortgage derivative asset includes interest rate lock commitments, while the notional amount of the mortgage derivative liability includes forward commitments.
The following table presents amounts that were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges:
| Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included | ||||
|---|---|---|---|---|
| Carrying Amount of the Hedged Assets/(Liabilities)(a) | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) | Carrying Amount of the Hedged Assets/(Liabilities)(a) | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) | |
| ($ in thousands) · March 31, 2024 · December 31, 2023 | ||||
| Other long-term funding | $(543,162) | $6,838 | $(548,634) | $1,366 |
| FHLB advances | (585,549) | 14,451 | (590,287) | 9,713 |
| Total | $(1,128,711) | $21,289 | $(1,138,921) | $11,079 |
(a) Excludes hedged items where only foreign currency risk is the designated hedged risk. At March 31, 2024 and December 31, 2023, the carrying amount excluded for foreign currency denominated loans was $411 million and $421 million, respectively.
The Corporation terminated its $500 million fair value hedge during the fourth quarter of 2019. At March 31, 2024, the amortized cost basis of the closed portfolios which had previously been used in the terminated hedging relationship was $260 million and is included in loans on the consolidated balance sheets. This amount includes $1 million of hedging adjustments on the discontinued hedging relationships, which are not presented in the table above.
The tables below identify the effect of fair value and cash flow hedge accounting on the Corporation's consolidated statements of income for the three months ended March 31, 2024 and 2023:
| Location and Amount Recognized on the Consolidated Statements of Income in Fair Value and Cash Flow Hedging Relationships | ||||
|---|---|---|---|---|
| Three months ended Mar 31, | ||||
| 2024 | 2023 | |||
| ($ in thousands) | Interest Income | Interest Expense | Interest Income | Interest Expense |
| Total amounts of income/expense presented on the consolidated statements of income in which the effects of the fair value or cash flow hedges are recorded(a) | $(4,863) | $5,322 | $(1,321) | $2,515 |
| The effects of fair value and cash flow hedging: Impact on fair value hedging relationships in Subtopic 815-20 | ||||
| Interest contracts: | ||||
| Hedged items | (40) | (10,210) | (59) | 10,724 |
| Derivatives designated as hedging instruments(a) | (4,823) | 15,532 | (1,262) | (8,209) |
(a) Includes net settlements on the derivatives.
| Location and Amount Recognized on the Consolidated Statements of Income in Fair Value Hedging Relationships | ||
|---|---|---|
| Three months ended Mar 31, | ||
| 2024 | 2023 | |
| ($ in thousands) | Capital Markets, Net | Capital Markets, Net |
| Total amounts of income/expense presented on the consolidated statements of income in which the effects of the fair value hedges are recorded | $— | $— |
| Foreign currency contracts: | ||
| Hedged items | (9,070) | 1,802 |
| Derivatives designated as hedging instruments | 9,070 | (1,802) |
The following table presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the three months ended March 31, 2024 and 2023:
| Three Months Ended Mar 31, | ||
|---|---|---|
| ($ in thousands) | 2024 | 2023 |
| Interest rate-related instruments designated as cash flow hedging instruments | ||
| Amount of (loss) income recognized in OCI on cash flow hedge derivative(a) | $(19,461) | $13,763 |
| Amount of loss reclassified from accumulated other comprehensive income (loss) into interest income(a) | 4,823 | 1,262 |
(a) The entirety of gains (losses) recognized in OCI as well as the losses reclassified from accumulated other comprehensive income (loss) into interest income were included components in the assessment of hedge effectiveness.
Amounts reported in accumulated other comprehensive income (loss) related to cash flow hedge derivatives are reclassified to interest income as interest payments are made on the hedged variable interest rate assets. The Corporation estimates that $12 million will be reclassified as a decrease to interest income over the next 12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, or the addition of other hedges subsequent to March 31, 2024. The maximum length of time over which the Corporation is hedging its exposure to the variability in future cash flows is 38 months as of March 31, 2024.
The table below identifies the effect of derivatives not designated as hedging instruments on the Corporation's consolidated statements of income for the three months ended March 31, 2024 and 2023:
| Consolidated Statements of Income Category of Gain / (Loss) Recognized in Income · Three Months Ended Mar 31, | |||
|---|---|---|---|
| ($ in thousands) · 2024 · 2023 | |||
| Derivative instruments | |||
| Interest rate-related and other instruments — customer and mirror, net | Capital markets, net | $(71) | $(70) |
| Interest rate-related instruments — MSRs hedge | Mortgage banking, net | (2,937) | 2,521 |
| Foreign currency exchange forwards | Capital markets, net | 746 | 228 |
| Interest rate lock commitments (mortgage) | Mortgage banking, net | 227 | 252 |
| Forward commitments (mortgage) | Mortgage banking, net | 451 | (395) |
Note 10 Balance Sheet Offsetting
Interest Rate-Related Instruments and Foreign Exchange Forwards (“Interest and Foreign Exchange Agreements”)
The Corporation enters into interest rate-related instruments to facilitate the interest rate risk management strategies of commercial customers and foreign exchange forwards to manage customers' exposure to fluctuating foreign exchange rates. The Corporation typically mitigates these risks by entering into equal and offsetting agreements with highly rated third-party financial institutions, though in rare circumstances the agreements are not perfectly equal and offsetting, which creates a negligible basis mismatch. The Corporation is party to master netting arrangements with some of its financial institution counterparties that create single net settlements of all legal claims or obligations to pay or receive the net amount of settlement of the individual interest and foreign exchange agreements. Collateral, usually in the form of investment securities and cash, is posted by the counterparty with net liability positions in accordance with contract thresholds. Derivatives subject to a legally enforceable master netting agreement are reported with assets and liabilities offset resulting in a net position which is further offset by any cash collateral, and is reported in other assets and accrued expenses and other liabilities on the face of the consolidated balance sheets. For disclosure purposes, the net position on the consolidated balance sheets can be further netted down by investment securities collateral received or pledged. See Note 9 for additional information on the Corporation’s derivative and hedging activities.
The following table presents the interest rate and foreign exchange assets and liabilities subject to an enforceable master netting arrangement as of March 31, 2024 and December 31, 2023. The interest rate and foreign exchange agreements the Corporation has with its commercial customers are not subject to an enforceable master netting arrangement and are therefore excluded from this table:
| Gross Amounts Recognized · Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets · Net Amounts Presented on the Consolidated Balance Sheets · Gross Amounts Not Offset on the Consolidated Balance Sheets | ||||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) · Derivative Liabilities Offset · Cash Collateral Received · Security Collateral Received · Net Amount | ||||||||
| Derivative assets | ||||||||
| March 31, 2024 | $102,956 | $(6,463) | $(55,681) | $40,812 | $(32,683) | $8,129 | ||
| December 31, 2023 | 87,075 | (18,234) | (35,855) | 32,985 | (32,985) | — | ||
| Gross Amounts Recognized · Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets · Net Amounts Presented on the Consolidated Balance Sheets · Gross Amounts Not Offset on the Consolidated Balance Sheets | ||||||||
| ($ in thousands) | Derivative Assets Offset | Cash Collateral Pledged | Security Collateral Pledged | Net Amount | ||||
| Derivative liabilities | ||||||||
| March 31, 2024 | $17,172 | $(6,463) | $— | $10,709 | $— | $10,709 | ||
| December 31, 2023 | 18,767 | (18,234) | — | 533 | — | 533 | ||
Note 11 Commitments, Off-Balance Sheet Arrangements, Legal Proceedings, and Regulatory Matters
The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related and other commitments (see below) as well as derivative instruments (see Note 9). The following is a summary of lending-related commitments:
| ($ in thousands) | Mar 31, 2024 | Dec 31, 2023 |
|---|---|---|
| Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(a)(b) | $10,828,869 | $11,170,147 |
| Commercial letters of credit(a) | 4,580 | 3,697 |
| Standby letters of credit(c) | 230,396 | 212,029 |
(a) These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to haveno current fair value, or the fair value is based on fees currently charged to enter into similar agreements and was not material at March 31, 2024 or December 31, 2023.
(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 9.
(c) Standby letters of credit are presented excluding participations. The Corporation has established a liability of $2 million at both March 31, 2024 and December 31, 2023, as an estimate of the fair value of these financial instruments.
Lending-related Commitments
As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer’s creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb expected lifetime losses related to unfunded commitments (including unfunded loan commitments and letters of credit).
The following table presents a summary of the changes in the allowance for unfunded commitments:
| ($ in thousands) | Three Months Ended March 31, 2024 | Year Ended December 31, 2023 |
|---|---|---|
| Allowance for unfunded commitments | ||
| Balance at beginning of period | $34,776 | $38,776 |
| Provision for unfunded commitments | (3,000) | (4,000) |
| Balance at end of period | $31,776 | $34,776 |
Lending-related commitments include commitments to extend credit, commitments to originate residential mortgage loans held for sale, commercial letters of credit, and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to customers at predetermined interest rates, as long as there is no violation of any condition established in the contracts. Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded in other assets and accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s derivative and hedging activity is further described in Note 9. Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.
Other Commitments
The Corporation invests in qualified affordable housing projects, historic projects, new market projects, and opportunity zone funds for the purpose of community reinvestment and obtaining tax credits and other tax benefits. Return on the Corporation's investment in these projects and funds comes in the form of the tax credits and tax losses that pass through to the Corporation, and deferral or elimination of capital gain recognition for tax purposes. The aggregate carrying value of these investments at March 31, 2024 was $215 million, compared to $219 million at December 31, 2023, included in tax credit and other investments on the consolidated balance sheets. The Corporation utilizes the proportional amortization method to account for investments in qualified affordable housing projects.
Under the proportional amortization method, the Corporation amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits. The Corporation recognized additional income tax expense attributable to the amortization of investments in qualified affordable housing projects of $9 million for both the three months ended March 31, 2024 and
March 31, 2023. The Corporation's remaining investment in qualified affordable housing projects accounted for under the proportional amortization method totaled $212 million at March 31, 2024 and $215 million at December 31, 2023.
The Corporation’s unfunded equity contributions relating to investments in qualified affordable housing and historic projects are recorded in accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s remaining unfunded equity contributions totaled $31 million at March 31, 2024 and $27 million at December 31, 2023. Additionally, at March 31, 2024, the Corporation also invests in a private SBA loan fund, recorded in equity securities on the consolidated balance sheets, the purpose of which is to identify CRA qualifying loans within a target region, which has a remaining unfunded equity contribution of $3 million.
For the three months ended March 31, 2024 and the year ended December 31, 2023, the Corporation didnot record any impairment related to qualified affordable housing investments.
The Corporation has principal investment commitments to provide capital-based financing to private companies through either direct investment in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such principal investment commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The Corporation also invests in loan pools that support CRA loans. The timing of future cash requirements to fund these pools is dependent upon loan demand, which can vary over time. The aggregate carrying value of these investments was $40 million at both March 31, 2024 and December 31, 2023, included in tax credit and other investments on the consolidated balance sheets.
Legal Proceedings
The Corporation is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial amounts. Although there can be no assurance as to the ultimate outcomes, the Corporation believes it has meritorious defenses to the claims asserted against it in its currently outstanding matters and intends to continue to defend itself vigorously with respect to such legal proceedings. The Corporation will consider settlement of cases when, in management’s judgment, it is in the best interests of the Corporation and its shareholders.
On at least a quarterly basis, the Corporation assesses its liabilities and contingencies in connection with all pending or threatened claims and litigation, utilizing the most recent information available. On a matter by matter basis, an accrual for loss is established for those matters which the Corporation believes it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments. Accordingly, management’s estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.
Resolution of legal claims is inherently unpredictable, and in many legal proceedings various factors exacerbate this inherent unpredictability, including where the damages sought are unsubstantiated or indeterminate, it is unclear whether a case brought as a class action will be allowed to proceed on that basis, discovery is not complete, the proceeding is not yet in its final stages, the matters present legal uncertainties, there are significant facts in dispute, there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants), or there is a wide range of potential results.
Management believes that the legal proceedings currently pending against it should not have a material adverse effect on the Corporation’s consolidated financial condition. However, in light of the uncertainties involved in such proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves the Corporation has currently accrued or that a matter will not have material reputational or other qualitative consequences. As a result, the outcome of a particular matter may be material to the Corporation’s operating results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of the Corporation’s income for that period.
Regulatory Matters
A variety of consumer products, including mortgage and deposit products, and certain fees and charges related to such products, have come under increased regulatory scrutiny. It is possible that regulatory authorities could bring enforcement actions, including civil money penalties, or take other actions against the Corporation in regard to these consumer products. The Bank could also determine of its own accord, or be required by regulators, to refund or otherwise make remediation payments to customers in connection with these products, fees and charges. It is not possible at this time for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss related to such matters.
In recent consent orders with financial institutions, the CFPB has asserted that certain overdraft charges constitute “unfair and abusive acts and practices.” In certain instances, these financial institutions have agreed to make restitution to customers and to pay civil money penalties. Included in the practices that the CFPB has asserted are “unfair and abusive” are 1) overdraft fees on transactions that had a sufficient balance at the time authorized but then later settled with an insufficient balance (“APSN Fees”), and 2) repeat insufficient funds fees on transactions resubmitted for payment after they were initially declined (“Representment Fees”). In light of these orders, the Corporation has undertaken a review of its current and past practices regarding APSN Fees and Representment Fees. Such review could result in changes to our overdraft fee policies, which would reduce our fee income in future periods and which could also result in a decision to make remediation payments to current and past customers who incurred such fees. The Corporation’s financial results may be materially impacted in any period in which the Corporation determines to make any such remediation payments. In addition to the review described above, the Corporation received an arbitration request in July 2023 which, among other things, sought to recover APSN Fees and Representment Fees on behalf of approximately 1,400 current and former deposit customers of the Corporation (the “arbitration request”). After mediation of the arbitration request, a settlement of up to $2.1 million including attorneys' fees was concluded in February 2024.
Mortgage Repurchase Reserve
The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under the Corporation's usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the GSEs. The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance. The Corporation also sells qualifying residential mortgage loans guaranteed by U.S. government agencies into GNMA pools.
As a result of make whole requests, the Corporation has repurchased loans with aggregate principal balances of $1 million and $5 million for the three months ended March 31, 2024 and the year ended December 31, 2023, respectively. There wereno loss reimbursement and settlement claims paid in the three months ended March 31, 2024 or for the year ended December 31, 2023. Make whole requests since January 1, 2023 generally arose from loans originated since January 1, 2021 with such balances totaling $3.9 billion at the time of sale, consisting primarily of loans sold to GSEs. As of March 31, 2024, $3.3 billion of those loans originated since January 1, 2021 remain outstanding.
The balance in the mortgage repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan, as well as loss reimbursements, indemnifications, and other settlement resolutions. The mortgage repurchase reserve, included in accrued expenses and other liabilities on the consolidated balance sheets, was approximately $704,000 at March 31, 2024 and $835,000 at December 31, 2023.
The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan’s maturity, usually after certain time and/or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At both March 31, 2024 and December 31, 2023, there were $15 million of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.
The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB Mortgage Partnership Finance Traditional program in exchange for a monthly credit enhancement fee. The Corporation resumed selling loans to the FHLB with such credit risk retention in February 2024, but prior to that, had not sold any loans with this credit risk retention since February 2005. At March 31, 2024 and December 31, 2023, there were $37 million and $16 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been immaterial historical losses to the Corporation.
Note 12 Fair Value Measurements
Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept).
The valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis are described in the Fair Value Measurements note in the Corporation’s 2023 Annual Report on Form 10-K.
The tables below present the Corporation’s financial instruments measured at fair value on a recurring basis and carrying amounts and estimated fair values of certain financial instruments as of March 31, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall:
| Mar 31, 2024 | |||||
|---|---|---|---|---|---|
| ($ in thousands) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 |
| Assets | |||||
| Cash and due from banks | $429,859 | $429,859 | $429,859 | $— | $— |
| Interest-bearing deposits in other financial institutions | 420,114 | 420,114 | 420,114 | — | — |
| Federal funds sold and securities purchased under agreements to resell | 1,610 | 1,610 | 1,610 | — | — |
| AFS investment securities: | |||||
| U.S. Treasury securities | 35,558 | 35,558 | 35,558 | — | — |
| Obligations of state and political subdivisions (municipal securities) | 80,830 | 80,830 | — | 80,830 | — |
| Residential mortgage-related securities: | |||||
| FNMA / FHLMC | 1,090,998 | 1,090,998 | — | 1,090,998 | — |
| GNMA | 2,214,513 | 2,214,513 | — | 2,214,513 | — |
| Commercial mortgage-related securities: | |||||
| FNMA / FHLMC | 17,008 | 17,008 | — | 17,008 | — |
| GNMA | 152,232 | 152,232 | — | 152,232 | — |
| Asset backed securities: | |||||
| FFELP | 129,154 | 129,154 | — | 129,154 | — |
| SBA | 890 | 890 | — | 890 | — |
| Other debt securities | 2,965 | 2,965 | — | 2,965 | — |
| Total AFS investment securities | 3,724,148 | 3,724,148 | 35,558 | 3,688,590 | — |
| HTM investment securities: | |||||
| U.S. Treasury securities | 999 | 969 | 969 | — | — |
| Obligations of state and political subdivisions (municipal securities), net | 1,676,199 | 1,523,658 | — | 1,523,658 | — |
| Residential mortgage-related securities: | |||||
| FNMA / FHLMC | 930,148 | 771,944 | — | 771,944 | — |
| GNMA | 48,043 | 44,457 | — | 44,457 | — |
| Private-label | 341,153 | 281,069 | — | 281,069 | — |
| Commercial mortgage-related securities: | |||||
| FNMA / FHLMC | 779,310 | 628,928 | — | 628,928 | — |
| GNMA | 57,114 | 50,183 | — | 50,183 | — |
| Total HTM investment securities, net | 3,832,967 | 3,301,209 | 969 | 3,300,239 | — |
| Equity securities: | |||||
| Equity securities | 7,071 | 7,071 | 6,966 | — | 105 |
| Equity securities at NAV | 12,500 | 12,500 | |||
| Total equity securities | 19,571 | 19,571 | |||
| FHLB and Federal Reserve Bank stocks | 173,968 | 173,968 | — | 173,968 | — |
| Residential loans held for sale | 52,414 | 52,414 | — | 52,414 | — |
| Loans, net | 29,138,257 | 27,739,448 | — | — | 27,739,448 |
| Bank and corporate owned life insurance | 685,089 | 685,089 | — | 685,089 | — |
| Mortgage servicing rights, net | 85,226 | 85,226 | — | — | 85,226 |
| Interest rate-related instruments designated as hedging instruments(a) | 2,164 | 2,164 | — | 2,164 | — |
| Foreign currency exchange forwards designated as hedging instruments(a) | 624 | 624 | — | 624 | — |
| Interest rate-related and other instruments not designated as hedging instruments(a) | 113,337 | 113,337 | — | 113,337 | — |
| Foreign currency exchange forwards not designated as hedging instruments(a) | 5,276 | 5,276 | — | 5,276 | — |
| Interest rate lock commitments to originate residential mortgage loans held for sale | 666 | 666 | — | — | 666 |
| Total selected assets at fair value | $38,685,290 | $36,754,723 | $895,077 | $8,021,701 | $27,825,445 |
(a) Figures are presented gross before netting. See Note 9 and Note 10 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the
same counterparty where there is a legally enforceable master netting agreement in place.
| Mar 31, 2024 | |||||
|---|---|---|---|---|---|
| ($ in thousands) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 |
| Liabilities | |||||
| Deposits: | |||||
| Noninterest-bearing demand | $6,254,135 | $6,254,135 | $— | $— | $6,254,135 |
| Savings | 5,124,639 | 5,124,639 | — | — | 5,124,639 |
| Interest-bearing demand | 8,747,127 | 8,747,127 | — | — | 8,747,127 |
| Money market | 6,721,674 | 6,721,674 | — | — | 6,721,674 |
| Brokered CDs(a) | 3,931,230 | 3,931,230 | — | 3,931,230 | — |
| Other time deposits(a) | 2,934,352 | 2,934,352 | — | 2,934,352 | — |
| Total deposits | 33,713,158 | 33,713,158 | — | 6,865,582 | 26,847,575 |
| Short-term funding: | |||||
| Federal funds purchased and securities sold under agreements to repurchase | 265,671 | 265,661 | — | 265,661 | — |
| BTFP funding | 500,000 | 497,959 | — | 497,959 | — |
| Total short-term funding | 765,671 | 763,620 | — | 763,620 | — |
| FHLB advances | 1,333,411 | 1,320,280 | — | 1,320,280 | — |
| Other long-term funding | 536,055 | 517,009 | — | 517,009 | — |
| Standby letters of credit(b) | 2,347 | 2,347 | — | 2,347 | — |
| Interest rate-related instruments designated as hedging instruments(c) | 10,685 | 10,685 | — | 10,685 | — |
| Foreign currency exchange forwards designated as hedging instruments(c) | 230 | 230 | — | 230 | — |
| Interest rate-related and other instruments not designated as hedging instruments(c) | 222,303 | 222,303 | — | 222,303 | — |
| Foreign currency exchange forwards not designated as hedging instruments(c) | 4,956 | 4,956 | — | 4,956 | — |
| Forward commitments to sell residential mortgage loans | 222 | 222 | — | — | 222 |
| Total selected liabilities at fair value | $36,589,039 | $36,554,811 | $— | $9,707,013 | $26,847,797 |
(a) When the estimated fair value is less than the carrying value, the carrying value is reported as the fair value.
(b) The commitment on standby letters of credit was $230 million at March 31, 2024. See Note 11 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.
(c) Figures are presented gross before netting. See Note 9 and Note 10 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.
| Dec 31, 2023 | |||||
|---|---|---|---|---|---|
| ($ in thousands) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 |
| Assets | |||||
| Cash and due from banks | $484,384 | $484,384 | $484,384 | $— | $— |
| Interest-bearing deposits in other financial institutions | 425,089 | 425,089 | 425,089 | — | — |
| Federal funds sold and securities purchased under agreements to resell | 14,350 | 14,350 | 14,350 | — | — |
| AFS investment securities: | |||||
| U.S. Treasury securities | 35,902 | 35,902 | 35,902 | — | — |
| Obligations of state and political subdivisions (municipal securities) | 91,817 | 91,817 | — | 91,817 | — |
| Residential mortgage-related securities: | |||||
| FNMA / FHLMC | 1,120,794 | 1,120,794 | — | 1,120,794 | — |
| GNMA | 2,042,675 | 2,042,675 | — | 2,042,675 | — |
| Commercial mortgage-related securities: | |||||
| FNMA / FHLMC | 16,937 | 16,937 | — | 16,937 | — |
| GNMA | 154,793 | 154,793 | — | 154,793 | — |
| Asset backed securities: | |||||
| FFELP | 133,975 | 133,975 | — | 133,975 | — |
| SBA | 1,051 | 1,051 | — | 1,051 | — |
| Other debt securities | 2,950 | 2,950 | — | 2,950 | — |
| Total AFS investment securities | 3,600,892 | 3,600,892 | 35,902 | 3,564,990 | — |
| HTM investment securities: | |||||
| U.S. Treasury securities | 999 | 963 | 963 | — | — |
| Obligations of state and political subdivisions (municipal securities), net | 1,682,398 | 1,553,984 | — | 1,553,984 | — |
| Residential mortgage-related securities: | |||||
| FNMA / FHLMC | 941,973 | 804,393 | — | 804,393 | — |
| GNMA | 48,979 | 46,170 | — | 46,170 | — |
| Private-label | 345,083 | 289,507 | — | 289,507 | — |
| Commercial mortgage-related securities: | |||||
| FNMA / FHLMC | 780,995 | 632,914 | — | 632,914 | — |
| GNMA | 59,733 | 52,619 | — | 52,619 | — |
| Total HTM investment securities, net | 3,860,160 | 3,380,550 | 963 | 3,379,586 | — |
| Equity securities: | |||||
| Equity securities | 31,651 | 31,651 | 6,883 | — | 24,769 |
| Equity securities at NAV | 10,000 | 10,000 | |||
| Total equity securities | 41,651 | 41,651 | |||
| FHLB and Federal Reserve Bank stocks | 229,171 | 229,171 | — | 229,171 | — |
| Residential loans held for sale | 33,011 | 33,011 | — | 33,011 | — |
| Commercial loans held for sale | 90,303 | 90,303 | — | 90,303 | — |
| Loans, net | 28,865,124 | 27,371,086 | — | — | 27,371,086 |
| Bank and corporate owned life insurance | 682,649 | 682,649 | — | 682,649 | — |
| Mortgage servicing rights, net | 84,390 | 84,390 | — | — | 84,390 |
| Interest rate-related instruments designated as hedging instruments(a) | 8,075 | 8,075 | — | 8,075 | — |
| Foreign currency exchange forwards designated as hedging instruments(a) | 632 | 632 | — | 632 | — |
| Interest rate-related and other instruments not designated as hedging instruments(a) | 111,623 | 111,623 | — | 111,623 | — |
| Foreign currency exchange forwards not designated as hedging instruments(a) | 2,954 | 2,954 | — | 2,954 | — |
| Interest rate lock commitments to originate residential mortgage loans held for sale | 439 | 439 | — | — | 439 |
| Total selected assets at fair value | $38,534,897 | $36,561,249 | $967,570 | $8,102,995 | $27,480,684 |
(a) Figures are presented gross before netting. See Note 9 and Note 10 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the
same counterparty where there is a legally enforceable master netting agreement in place.
| Dec 31, 2023 | |||||
|---|---|---|---|---|---|
| ($ in thousands) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 |
| Liabilities | |||||
| Deposits: | |||||
| Noninterest-bearing demand | $6,119,956 | $6,119,956 | $— | $— | $6,119,956 |
| Savings | 4,835,701 | 4,835,701 | — | — | 4,835,701 |
| Interest-bearing demand | 8,843,967 | 8,843,967 | — | — | 8,843,967 |
| Money market | 6,330,453 | 6,330,453 | — | — | 6,330,453 |
| Brokered CDs(a) | 4,447,479 | 4,447,479 | — | 4,447,479 | — |
| Other time deposits(a) | 2,868,494 | 2,868,494 | — | 2,868,494 | — |
| Total deposits | 33,446,049 | 33,446,049 | — | 7,315,973 | 26,130,076 |
| Federal funds purchased and securities sold under agreements to repurchase | 326,780 | 326,757 | — | 326,757 | — |
| FHLB advances | 1,940,194 | 1,944,600 | — | 1,944,600 | — |
| Other long-term funding | 541,269 | 534,983 | — | 534,983 | — |
| Standby letters of credit(b) | 2,157 | 2,157 | — | 2,157 | — |
| Interest rate-related instruments designated as hedging instruments(c) | 930 | 930 | — | 930 | — |
| Foreign currency exchange forwards designated as hedging instruments(c) | 2,946 | 2,946 | — | 2,946 | — |
| Interest rate-related and other instruments not designated as hedging instruments(c) | 195,662 | 195,662 | — | 195,662 | — |
| Foreign currency exchange forwards not designated as hedging instruments(c) | 2,746 | 2,746 | — | 2,746 | — |
| Forward commitments to sell residential mortgage loans | 673 | 673 | — | — | 673 |
| Total selected liabilities at fair value | $36,459,407 | $36,457,504 | $— | $10,326,755 | $26,130,749 |
(a) When the estimated fair value is less than the carrying value, the carrying value is reported as the fair value.
(b) The commitment on standby letters of credit was $212 million at December 31, 2023. See Note 11 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.
(c) Figures are presented gross before netting. See Note 9 and Note 10 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.
The table below presents a rollforward of the consolidated balance sheets amounts for the three months ended March 31, 2024 and the year ended December 31, 2023, for the Corporation's mortgage derivatives measured on a recurring basis and classified within Level 3 of the fair value hierarchy:
| ($ in thousands) | Interest rate lock commitments to originate residential mortgage loans held for sale | Forward commitments to sell residential mortgage loans | Total |
|---|---|---|---|
| Balance December 31, 2022 | $86 | $46 | $40 |
| New production | 6,557 | (1,816) | 8,373 |
| Closed loans / settlements | (4,171) | 2,494 | (6,665) |
| Other | (2,033) | (51) | (1,982) |
| Change in mortgage derivative | 352 | 627 | (274) |
| Balance December 31, 2023 | $439 | $673 | $(234) |
| New production | $1,820 | $(590) | $2,409 |
| Closed loans / settlements | (1,546) | 188 | (1,734) |
| Other | (46) | (49) | 3 |
| Change in mortgage derivative | 227 | (451) | 678 |
| Balance March 31, 2024 | $666 | $222 | $444 |
The following table presents a rollforward of the fair value of Level 3 equity securities, for the three months ended March 31, 2024 and the year ended December 31, 2023, that are measured under the measurement alternative and the related adjustments recorded during the periods presented for those securities with observable price changes:
| ($ in thousands) | |
|---|---|
| Fair value as of December 31, 2022 | $19,225 |
| Gains recognized in investment securities gains, net | 5,861 |
| Purchases | 11 |
| Sales | (329) |
| Fair value as of December 31, 2023 | $24,769 |
| Gains recognized in investment securities gains, net | $4,054 |
| Purchases | 8 |
| Sales | (28,725) |
| Fair value as of March 31, 2024 | $105 |
The table below presents the Corporation’s assets measured at fair value on a nonrecurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall:
| ($ in thousands) | Fair Value Hierarchy | Fair Value | Consolidated Statements of Income Category of Adjustment Recognized in Income | Adjustment Recognized on the Consolidated Statements of Income(a) |
|---|---|---|---|---|
| Assets | ||||
| Individually evaluated loans | Level 3 | $67,625 | Provision for credit losses | $22,305 |
| OREO(b) | Level 2 | 102 | Other noninterest expense / provision for credit losses(c) | 21 |
| Assets | ||||
| Individually evaluated loans | Level 3 | $47,221 | Provision for credit losses | $45,709 |
| OREO(b) | Level 2 | 3,139 | Other noninterest expense / provision for credit losses(c) | 2,532 |
| Equity securities without readily determinable fair values | Level 3 | 24,671 | Investment securities gains (losses), net | 5,785 |
(a) Includes the YTD impact on the consolidated statements of income.
(b) If the fair value of the collateral exceeds the carrying amount of the asset, no charge off or adjustment is necessary, the asset is not considered to be carried at fair value and is therefore not included in the table.
(c) When a property's value is written down at the time it is transferred to OREO, the charge off is booked to the provision for credit losses. When a property is already in OREO and subsequently written down, the charge off is booked to other noninterest expense.
Certain nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis include the fair value analysis in the goodwill impairment test as well as intangible assets and other nonfinancial long-lived assets measured at fair value for the purpose of impairment assessment.
The table below presents the unobservable inputs that are readily quantifiable pertaining to Level 3 measurements:
| March 31, 2024 · Valuation Technique · Significant Unobservable Input · Range of Inputs · Weighted Average Input Applied | ||||||
|---|---|---|---|---|---|---|
| Mortgage servicing rights | Discounted cash flow | Option adjusted spread | 5% | - | 8% | 5% |
| Mortgage servicing rights | Discounted cash flow | Constant prepayment rate | —% | - | 100% | 6% |
| Individually evaluated loans | Appraisals / Discounted cash flow | Collateral / Discount factor | 11% | - | 56% | 52% |
| Interest rate lock commitments to originate residential mortgage loans held for sale | Discounted cash flow | Closing Ratio | 25% | - | 100% | 86% |
Note 13 Retirement Plans
The Corporation has a noncontributory defined benefit RAP, covering substantially all employees who meet the eligibility requirements. The benefits are based primarily on years of service and the employee’s eligible compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. Retirement plans of acquired entities are typically merged into the RAP depending on the terms of the merger agreement, and, as applicable, credit is usually applied to employees for years of service at the acquired institution for vesting and eligibility purposes.
The Corporation also provides healthcare access to a limited group of retired employees from a previous acquisition in the Postretirement Plan. There are no other active retiree healthcare plans.
The components of net periodic pension cost and net periodic benefit cost for the RAP and Postretirement Plan for the three months ended March 31, 2024 and 2023 were as follows:
| Three Months Ended Mar 31, | ||
|---|---|---|
| ($ in thousands) | 2024 | 2023 |
| RAP | ||
| Service cost | $874 | $796 |
| Interest cost | 2,719 | 2,686 |
| Expected return on plan assets | (8,650) | (8,202) |
| Amortization of prior service cost | (53) | (63) |
| Amortization of actuarial loss | — | 37 |
| Total net periodic pension cost | $(5,111) | $(4,746) |
| Postretirement Plan | ||
| Interest cost | $18 | $20 |
| Amortization of prior service cost | (19) | (19) |
| Amortization of actuarial (gain) | (7) | (7) |
| Total net periodic benefit cost | $(8) | $(7) |
The components of net periodic pension cost and net periodic benefit cost, other than the service cost component, are included in the line item other of noninterest expense on the consolidated statements of income. The service cost components are included in personnel on the consolidated statements of income.
The Corporation’s funding policy is to pay at least the minimum amount required by federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its RAP. There wereno contributions during 2023 or the three months ended March 31, 2024.
Note 14 Segment Reporting
The Corporation utilizes a risk-based internal profitability measurement system to provide strategic business unit reporting. The profitability measurement system is based on internal management methodologies designed to produce consistent results and reflect the underlying economics of the units. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer, and the distribution of those products and services are similar. Thethree reportable segments are Corporate and Commercial Specialty; Community, Consumer, and Business; and Risk Management and Shared Services. The financial information of the Corporation’s segments has been compiled utilizing the accounting policies described in the Corporation’s 2023 Annual Report on Form 10-K, with certain exceptions. The more significant of these exceptions are described herein.
The reportable segment results are presented based on the Corporation's internal management accounting process. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. GAAP. As a result, reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in previously reported segment financial data. Additionally, the information presented is not indicative of how the segments would perform if they operated as independent entities.
To determine financial performance of each segment, the Corporation allocates FTP assignments, the provision for credit losses, certain noninterest expenses, income taxes, and equity to each segment. Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised, the interest rate environment evolves, and business or product lines within the segments change. Also, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically reviewed.
The Corporation allocates net interest income using an internal FTP methodology that charges users of funds (assets, primarily loans) and credits providers of funds (liabilities, primarily deposits) based on the maturity, prepayment and/or re-pricing characteristics of the assets and liabilities. The net effect of this allocation is offset in the Risk Management and Shared Services segment to ensure consolidated totals reflect the Corporation's net interest income. The net FTP allocation is reflected as net intersegment interest income (expense) in the accompanying tables.
The provision for credit losses is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for credit losses is determined based on an ACLL model using the methodologies described in the Corporation’s 2023 Annual Report on Form 10-K. The net effect of the credit provision is recorded in Risk Management and Shared Services. Indirect expenses incurred by certain centralized support areas are allocated to segments based on actual usage (for example, volume measurements) and other criteria. Certain types of administrative expense and bank-wide expense accruals (including, when applicable, amortization of CDIs and other intangible assets associated with acquisitions, acquisition-related costs, and asset gains on disposed business units) are generally not allocated to segments. Income taxes are allocated to segments based on the Corporation’s estimated effective tax rate, with certain segments adjusted for any tax-exempt income or non-deductible expenses. Equity is allocated to the segments based on regulatory capital requirements and in proportion to an assessment of the inherent risks associated with the business of the segment (including interest, credit and operating risk).
A brief description of each business segment is presented below. A more in-depth discussion of these segments can be found in the Segment Reporting note in the Corporation’s 2023 Annual Report on Form 10-K.
The Corporate and Commercial Specialty segment serves a wide range of customers including larger businesses, developers, not-for-profits, municipalities, and financial institutions by providing lending and deposit solutions as well as the support to deliver, fund, and manage such banking solutions. In addition, this segment provides a variety of investment, fiduciary, and retirement planning products and services to individuals and small to mid-sized businesses. The Community, Consumer, and Business segment serves individuals, as well as small and mid-sized businesses, by providing lending and deposit solutions. The Risk Management and Shared Services segment includes key shared operational functions and also includes residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (FTP mismatches) and credit risk and provision residuals (long-term credit charge mismatches).
Information about the Corporation’s segments is presented below:
| Corporate and Commercial Specialty | ||
|---|---|---|
| Three Months Ended Mar 31, | ||
| ($ in thousands) | 2024 | 2023 |
| Net interest income | $242,931 | $219,123 |
| Net intersegment interest (expense) | (93,736) | (80,980) |
| Segment net interest income | 149,195 | 138,143 |
| Noninterest income | 34,422 | 32,717 |
| Total revenue | 183,617 | 170,860 |
| Provision for credit losses | 15,428 | 13,782 |
| Noninterest expense | 66,350 | 62,119 |
| Income before income taxes | 101,839 | 94,960 |
| Income tax expense | 21,081 | 17,726 |
| Net income | $80,758 | $77,234 |
| Allocated goodwill | $525,836 | $525,836 |
| Community, Consumer, and Business | ||
|---|---|---|
| Three Months Ended Mar 31, | ||
| ($ in thousands) | 2024 | 2023 |
| Net interest income | $58,192 | $80,284 |
| Net intersegment interest income | 130,159 | 88,079 |
| Segment net interest income | 188,351 | 168,363 |
| Noninterest income | 24,494 | 25,947 |
| Total revenue | 212,845 | 194,310 |
| Provision for credit losses | 6,825 | 6,758 |
| Noninterest expense | 110,490 | 111,735 |
| Income before income taxes | 95,530 | 75,817 |
| Income tax expense | 20,062 | 15,922 |
| Net income | $75,468 | $59,895 |
| Allocated goodwill | $579,156 | $579,156 |
| Risk Management and Shared Services | ||
|---|---|---|
| Three Months Ended Mar 31, | ||
| ($ in thousands) | 2024 | 2023 |
| Net interest (loss) | $(43,266) | $(25,397) |
| Net intersegment (expense) | (36,422) | (7,099) |
| Segment net interest (loss) | (79,688) | (32,496) |
| Noninterest income | 6,068 | 3,409 |
| Total revenue | (73,620) | (29,087) |
| Provision for credit losses | 1,747 | (2,568) |
| Noninterest expense | 20,817 | 13,558 |
| (Loss) before income taxes | (96,184) | (40,077) |
| Income tax (benefit) | (21,127) | (6,307) |
| Net (loss) | $(75,058) | $(33,770) |
| Allocated goodwill | $— | $— |
| Consolidated Total | ||
|---|---|---|
| Three Months Ended Mar 31, | ||
| ($ in thousands) | 2024 | 2023 |
| Net interest income | $257,858 | $274,010 |
| Net intersegment interest income | — | — |
| Segment net interest income | 257,858 | 274,010 |
| Noninterest income | 64,985 | 62,073 |
| Total revenue | 322,842 | 336,083 |
| Provision for credit losses | 24,001 | 17,971 |
| Noninterest expense | 197,657 | 187,412 |
| Income before income taxes | 101,185 | 130,700 |
| Income tax expense | 20,016 | 27,340 |
| Net income | $81,169 | $103,360 |
| Allocated goodwill | $1,104,992 | $1,104,992 |
Note 15 Accumulated Other Comprehensive Income (Loss)
The following tables summarize the components of accumulated other comprehensive income (loss) at March 31, 2024 and 2023, including changes during the preceding three month periods as well as any reclassifications out of accumulated other comprehensive income (loss):
| ($ in thousands) | AFS InvestmentSecurities | Cash Flow Hedge Derivatives | Defined BenefitPension andPostretirementObligations | AccumulatedOtherComprehensiveIncome (Loss) |
|---|---|---|---|---|
| Balance December 31, 2023 | $(148,641) | $3,080 | $(25,535) | $(171,096) |
| Other comprehensive (loss) before reclassifications | (29,889) | — | — | (29,889) |
| Amounts reclassified from accumulated other comprehensive income (loss): | ||||
| Investment securities losses, net | 197 | — | — | 197 |
| HTM investment securities, net, at amortized cost(a) | 2,060 | — | — | 2,060 |
| Other assets / accrued expenses and other liabilities | — | (19,461) | — | (19,461) |
| Interest income | — | 4,823 | — | 4,823 |
| Personnel expense | — | — | (72) | (72) |
| Other expense | — | — | (7) | (7) |
| Income tax benefit (expense) | 6,885 | (1,688) | (1,633) | 3,564 |
| Net other comprehensive (loss) during period | (20,746) | (16,326) | (1,712) | (38,785) |
| Balance March 31, 2024 | $(169,388) | $(13,246) | $(27,247) | $(209,881) |
| Balance December 31, 2022 | $(233,192) | $3,360 | $(42,968) | $(272,799) |
| Other comprehensive income before reclassifications | 36,478 | — | — | 36,478 |
| Amounts reclassified from accumulated other comprehensive income (loss): | ||||
| HTM investment securities, net, at amortized cost(a) | 2,267 | — | — | 2,267 |
| Other assets / accrued expenses and other liabilities | — | 13,763 | — | 13,763 |
| Interest income | — | 1,262 | — | 1,262 |
| Personnel expense | — | — | (81) | (81) |
| Other expense | — | — | 30 | 30 |
| Income tax (expense) benefit | (9,892) | (4,694) | 79 | (14,507) |
| Net other comprehensive income during period | 28,853 | 10,331 | 27 | 39,211 |
| Balance March 31, 2023 | $(204,339) | $13,691 | $(42,940) | $(233,588) |
(a) Amortization of net unrealized losses on AFS securities transferred to HTM securities.
Note 16 Leases
The Corporation has operating leases for retail and corporate offices, land, and equipment. The Corporation also has a finance lease for retail and corporate offices.
These leases have original terms of 1 year or longer with remaining maturities up to 39 years, some of which include options to extend the lease term. An analysis of the lease options has been completed and any purchase options or optional periods that the Corporation is reasonably likely to extend have been included in the capitalization.
The discount rate used to capitalize the operating leases is the Corporation's FHLB borrowing rate on the date of lease commencement. When determining the rate to discount specific lease obligations, the repayment period and term are considered.
Operating and finance lease costs and cash flows resulting from these leases are presented below:
| Three Months Ended Mar 31, | ||
|---|---|---|
| ($ in thousands) | 2024 | 2023 |
| Operating lease costs | $1,545 | $1,464 |
| Finance lease costs | 23 | 23 |
| Operating lease cash flows | 1,844 | 1,828 |
| Finance lease cash flows | 23 | 22 |
The right-of-use asset and lease liability by lease classifications on the consolidated balance sheets were as follows:
| ($ in thousands) | Consolidated Balance Sheets Category | Mar 31, 2024 | Dec 31, 2023 |
|---|---|---|---|
| Operating lease right-of-use asset | Premises and equipment | $23,310 | $24,712 |
| Finance lease right-of-use asset | Other assets | 347 | 368 |
| Operating lease liability | Accrued expenses and other liabilities | 25,813 | 27,311 |
| Finance lease liability | Other long-term funding | 361 | 383 |
The lease payment obligations, weighted-average remaining lease term, and weighted-average original discount rate were as follows:
| Mar 31, 2024 | Dec 31, 2023 | |||||
|---|---|---|---|---|---|---|
| ($ in thousands) | Lease payments | Weighted-average lease term (in years) | Weighted-average discount rate | Lease payments | Weighted-average lease term (in years) | Weighted-average discount rate |
| Operating leases | ||||||
| Retail and corporate offices | $24,223 | 5.61 | 3.14% | $25,729 | 5.76 | 3.12% |
| Land | 3,846 | 6.87 | 3.49% | 4,050 | 6.98 | 3.48% |
| Equipment | 408 | 2.25 | 4.62% | 408 | 2.50 | 4.62% |
| Total operating leases | $28,476 | 5.73 | 3.21% | $30,187 | 5.88 | 3.19% |
| Finance leases | ||||||
| Retail and corporate offices | $370 | 4.00 | 1.32% | $394 | 4.25 | 1.32% |
| Total finance leases | $370 | 4.00 | 1.32% | $394 | 4.25 | 1.32% |
Contractual lease payment obligations for each of the next five years and thereafter, in addition to a reconciliation to the Corporation’s lease liability, were as follows:
| ($ in thousands) | Operating Leases | Finance Leases | Total Leases |
|---|---|---|---|
| Nine months ended December 31, 2024 | $4,828 | $69 | $4,898 |
| 2025 | 5,629 | 93 | 5,721 |
| 2026 | 5,023 | 93 | 5,116 |
| 2027 | 4,312 | 93 | 4,404 |
| 2028 | 3,428 | 23 | 3,451 |
| Beyond 2028 | 5,257 | — | 5,257 |
| Total lease payments | $28,476 | $370 | $28,847 |
| Less: interest | 2,663 | 9 | 2,673 |
| Present value of lease payments | $25,813 | $361 | $26,174 |
As of March 31, 2024 and December 31, 2023, additional operating leases, primarily retail and corporate offices, that had not yet commenced totaled $6 million and $3 million, respectively. The leases that had not yet commenced as of March 31, 2024 will commence between May 2024 and April 2025 with lease terms of 1 year to 11 years.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.