ASSOCIATED BANC-CORP
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
For the quarterly period ended: March 31, 2022
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
| For the transition period from to | |||||||||||
Commission file number: 001-31343
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(920 ) 491-7500
(Registrant’s telephone number, including area code)
(not applicable)
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of registrant’s common stock, par value $0.01 per share, at April 25, 2022 was 150,043,865 .
1
| ASSOCIATED BANC-CORP | |||||
| Table of Contents | |||||
| Page | ||||||||
2
| ASSOCIATED BANC-CORP | |||||
| Commonly Used Acronyms and Abbreviations | |||||
| The following listing provides a reference of common acronyms and abbreviations used throughout the document: | |||||
| ACLL | Allowance for Credit Losses on Loans | ||||
| AFS | Available for Sale | ||||
| ALCO | Asset / Liability Committee | ||||
| ARRC | Alternative Reference Rate Committee | ||||
| ASC | Accounting Standards Codification | ||||
| Associated / Corporation / our / we | Associated Banc-Corp collectively with all of its subsidiaries and affiliates | ||||
| ASU | Accounting Standards Update | ||||
| the Bank | Associated Bank, National Association | ||||
| Basel III | International framework established by the Basel Committee on Banking Supervision for the regulation of capital and liquidity | ||||
| bp | basis point(s) | ||||
| CDs | Certificates of Deposit | ||||
| CDIs | Core Deposit Intangibles | ||||
| CECL | Current Expected Credit Losses | ||||
| CET1 | Common Equity Tier 1 | ||||
| CFPB | Consumer Financial Protection Bureau | ||||
| CRA | Community Reinvestment Act | ||||
| CRE | Commercial Real Estate | ||||
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | ||||
| EAR | Earnings at Risk | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FASB | Financial Accounting Standards Board | ||||
| FDIC | Federal Deposit Insurance Corporation | ||||
| Federal Reserve | Board of Governors of the Federal Reserve System | ||||
| FFELP | Federal Family Education Loan Program | ||||
| FHLB | Federal Home Loan Bank | ||||
| FHLMC | Federal Home Loan Mortgage Corporation | ||||
| FICO | Fair Isaac Corporation, provider of a broad-based risk score to aid in credit decisions | ||||
| FNMA | Federal National Mortgage Association | ||||
| FOMC | Federal Open Market Committee | ||||
| FTEs | Full-time equivalent employees | ||||
| FTP | Funds Transfer Pricing | ||||
| GAAP | Generally Accepted Accounting Principles | ||||
| GNMA | Government National Mortgage Association | ||||
| GSEs | Government-Sponsored Enterprises | ||||
| HTM | Held to Maturity | ||||
| LIBOR | London Interbank Offered Rate | ||||
| LOCOM | Lower of Cost or Market | ||||
| LTV | Loan-to-Value | ||||
| MSRs | Mortgage Servicing Rights | ||||
| MVE | Market Value of Equity | ||||
| Net Free Funds | Noninterest-bearing sources of funds | ||||
| NII | Net Interest Income | ||||
| NPAs | Nonperforming Assets | ||||
| OREO | Other Real Estate Owned | ||||
3
| Parent Company | Associated Banc-Corp individually | ||||
| PPP | Paycheck Protection Program | ||||
| RAP | Retirement Account Plan - the Corporation's noncontributory defined benefit retirement plan | ||||
| Repurchase Agreements | Securities sold under agreements to repurchase | ||||
| Restricted Stock Awards | Restricted common stock and restricted common stock units to certain key employees | ||||
| Retirement Eligible Colleagues | Colleagues whose retirement meets the early retirement or normal retirement definitions under the applicable equity compensation plan | ||||
| ROCET1 | Return on Common Equity Tier 1 | ||||
| Rockefeller | Rockefeller Capital Management | ||||
| S&P | Standard & Poor's | ||||
| SBA | Small Business Administration | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| Series C Preferred Stock | The Corporation's 6.125% Non-Cumulative Perpetual Preferred Stock, Series C, liquidation preference $1,000 per share | ||||
| Series D Preferred Stock | The Corporation's 5.375% Non-Cumulative Perpetual Preferred Stock, Series D, liquidation preference $1,000 per share | ||||
| Series E Preferred Stock | The Corporation's 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $1,000 per share | ||||
| Series F Preferred Stock | The Corporation's 5.625% Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $1,000 per share | ||||
| SOFR | Secured Overnight Finance Rate | ||||
| TBA | To-Be-Announced | ||||
| TDRs | Troubled Debt Restructurings | ||||
UDAAPs | Unfair, Deceptive, or Abusive Acts or Practices | ||||
| Whitnell | Whitnell & Co. | ||||
| YTD | Year-to-Date | ||||
4
| PART I - FINANCIAL INFORMATION | |||||
| ITEM 1. | Financial Statements: | ||||
ASSOCIATED BANC-CORP
Consolidated Balance Sheets
| Mar 31, 2022 | Dec 31, 2021 | |||||||
(In Thousands, except share and per share data) | (Unaudited) | (Audited) | ||||||
| Assets | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits in other financial institutions | ||||||||
| Investment securities AFS, at fair value | ||||||||
| Investment securities HTM, net, at amortized cost | ||||||||
| Equity securities | ||||||||
| Federal Home Loan Bank and Federal Reserve Bank stocks, at cost | ||||||||
| Residential loans held for sale | ||||||||
| Loans | ||||||||
| Allowance for loan losses | ( | ( | ||||||
| Loans, net | ||||||||
| Tax credit and other investments | ||||||||
| Premises and equipment, net | ||||||||
| Bank and corporate owned life insurance | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net | ||||||||
Mortgage servicing rights, net(a) | ||||||||
| Interest receivable | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Noninterest-bearing demand deposits | $ | $ | ||||||
| Interest-bearing deposits | ||||||||
| Total deposits | ||||||||
| Federal funds purchased and securities sold under agreements to repurchase | ||||||||
| Commercial paper | ||||||||
| FHLB advances | ||||||||
| Other long-term funding | ||||||||
| Allowance for unfunded commitments | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ Equity | ||||||||
| Preferred equity | $ | $ | ||||||
| Common equity | ||||||||
| Common stock | $ | $ | ||||||
| Surplus | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive (loss) | ( | ( | ||||||
| Treasury stock, at cost | ( | ( | ||||||
| Total common equity | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
Preferred shares authorized (par value $ | ||||||||
| Preferred shares issued and outstanding | ||||||||
Common shares authorized (par value $ | ||||||||
| Common shares issued | ||||||||
| Common shares outstanding | ||||||||
Numbers may not sum due to rounding.
(a) MSRs at December 31, 2021 were carried at LOCOM. On January 1, 2022, the Corporation made the irrevocable election to account for MSRs at fair value.
See accompanying notes to consolidated financial statements.
5
Item 1. Financial Statements Continued:
ASSOCIATED BANC-CORP
Consolidated Statements of Income (Unaudited)
| Three Months Ended Mar 31, | ||||||||
(In Thousands, except per share data) | 2022 | 2021 | ||||||
| Interest income | ||||||||
| Interest and fees on loans | $ | $ | ||||||
| Interest and dividends on investment securities | ||||||||
| Taxable | ||||||||
| Tax-exempt | ||||||||
| Other interest | ||||||||
| Total interest income | ||||||||
| Interest expense | ||||||||
| Interest on deposits | ||||||||
| Interest on federal funds purchased and securities sold under agreements to repurchase | ||||||||
| Interest on other short-term funding | ||||||||
| Interest on FHLB advances | ||||||||
| Interest on long-term funding | ||||||||
| Total interest expense | ||||||||
| Net interest income | ||||||||
| Provision for credit losses | ( | ( | ||||||
| Net interest income after provision for credit losses | ||||||||
| Noninterest income | ||||||||
| Wealth management fees | ||||||||
| Service charges and deposit account fees | ||||||||
| Card-based fees | ||||||||
| Other fee-based revenue | ||||||||
| Capital markets, net | ||||||||
| Mortgage banking, net | ||||||||
| Bank and corporate owned life insurance | ||||||||
| Asset gains, net | ||||||||
| Investment securities gains (losses), net | ( | |||||||
Gains on sale of branches, net(a) | ||||||||
| Other | ||||||||
| Total noninterest income | ||||||||
| Noninterest expense | ||||||||
| Personnel | ||||||||
| Technology | ||||||||
| Occupancy | ||||||||
| Business development and advertising | ||||||||
| Equipment | ||||||||
| Legal and professional | ||||||||
| Loan and foreclosure costs | ||||||||
| FDIC assessment | ||||||||
| Other intangible amortization | ||||||||
| Other | ||||||||
| Total noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net income | ||||||||
| Preferred stock dividends | ||||||||
| Net income available to common equity | $ | $ | ||||||
| Earnings per common share | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Average common shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
Numbers may not sum due to rounding.
(a) Includes the deposit premium on the sale of branches net of miscellaneous costs to sell. See Note 2 Acquisitions and Dispositions for additional details on the branch sales.
See accompanying notes to consolidated financial statements.
6
Item 1. Financial Statements Continued:
ASSOCIATED BANC-CORP
Consolidated Statements of Comprehensive Income (Unaudited)
| Three Months Ended Mar 31, | ||||||||
($ in Thousands) | 2022 | 2021 | ||||||
| Net income | $ | $ | ||||||
| Other comprehensive income (loss), net of tax | ||||||||
| Investment securities AFS | ||||||||
| Net unrealized (losses) | ( | ( | ||||||
| Unrealized (losses) on AFS securities transferred to HTM securities | ( | |||||||
| Amortization of net unrealized losses on AFS securities transferred to HTM securities | ||||||||
| Reclassification adjustment for net losses (gains) realized in net income | ( | |||||||
| Income tax benefit | ||||||||
| Other comprehensive (loss) on AFS securities | ( | ( | ||||||
| Defined benefit pension and postretirement obligations | ||||||||
| Amortization of prior service cost | ( | ( | ||||||
| Amortization of actuarial loss | ||||||||
| Income tax (expense) benefit | ( | |||||||
| Other comprehensive income (loss) on pension and postretirement obligations | ( | |||||||
| Total other comprehensive (loss) | ( | ( | ||||||
| Comprehensive income (loss) | $ | ( | $ | |||||
Numbers may not sum due to rounding.
See accompanying notes to consolidated financial statements.
7
Item 1. Financial Statements Continued:
ASSOCIATED BANC-CORP
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
| (In Thousands, except per share data) | Preferred Equity | Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
Change in accounting principle(a) | — | — | — | — | — | ||||||||||||||||||
| Total shareholder's equity at beginning of period, as adjusted | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Other comprehensive (loss) | — | — | — | — | ( | — | ( | ||||||||||||||||
| Comprehensive (loss) | ( | ||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||
| Stock-based compensation plans, net | — | — | ( | — | — | ||||||||||||||||||
| Purchase of treasury stock, stock-based compensation plans | — | — | — | — | — | ( | ( | ||||||||||||||||
| Cash dividends | |||||||||||||||||||||||
| Common stock, $0.20 per share | — | — | — | ( | — | — | ( | ||||||||||||||||
Preferred stock(b) | — | — | — | ( | — | — | ( | ||||||||||||||||
| Stock-based compensation expense, net | — | — | — | — | — | ||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
Numbers may not sum due to rounding.
(a) MSRs at December 31, 2021 were carried at LOCOM. On January 1, 2022, the Corporation made the irrevocable election to account for MSRs at fair value.
(b) Series E, $0.3671875 per share; and Series F, $0.3515625 per share.
| (In Thousands, except per share data) | Preferred Equity | Common Stock | Surplus | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total | ||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||
| Other comprehensive (loss) | — | — | — | — | ( | — | ( | ||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||
| Stock-based compensation plans, net | — | — | ( | — | |||||||||||||||||||
| Purchase of treasury stock, open market purchases | — | — | — | — | — | ( | ( | ||||||||||||||||
| Purchase of treasury stock, stock-based compensation plans | — | — | — | — | — | ( | ( | ||||||||||||||||
| Cash dividends | |||||||||||||||||||||||
| Common stock, $0.18 per share | — | — | — | ( | — | — | ( | ||||||||||||||||
Preferred stock(a) | — | — | — | ( | — | — | ( | ||||||||||||||||
| Stock-based compensation expense, net | — | — | — | — | — | ||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||
(a) Series C, $0.3828125 per share; Series D, $0.3359375 per share; Series E, $0.3671875 per share; and Series F, $0.3515625 per share.
See accompanying notes to consolidated financial statements.
8
Item 1. Financial Statements Continued:
ASSOCIATED BANC-CORP
Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended Mar 31, | ||||||||
($ in Thousands) | 2022 | 2021 | ||||||
| Cash Flow From Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||
| Provision for credit losses | ( | ( | ||||||
| Depreciation and amortization | ||||||||
Change in MSRs valuation(a) | ( | ( | ||||||
| Amortization of other intangible assets | ||||||||
| Amortization and accretion on earning assets, funding, and other, net | ||||||||
| Net amortization of tax credit investments | ||||||||
| Losses (gains) on sales of investment securities, net | ( | |||||||
| Asset (gains), net | ( | ( | ||||||
| (Gains) on sale of branch, net | ( | |||||||
| (Gain) loss on mortgage banking activities, net | ( | |||||||
| Mortgage loans originated and acquired for sale | ( | ( | ||||||
| Proceeds from sales of mortgage loans held for sale | ||||||||
| Changes in certain assets and liabilities | ||||||||
| (Increase) decrease in interest receivable | ( | |||||||
| (Decrease) in interest payable | ( | ( | ||||||
| (Decrease) in expense payable | ( | ( | ||||||
| (Increase) decrease in net derivative position | ||||||||
| Net change in other assets and other liabilities | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash Flow From Investing Activities | ||||||||
| Net decrease (increase) in loans | ( | |||||||
| Purchases of | ||||||||
| AFS securities | ( | ( | ||||||
| HTM securities | ( | ( | ||||||
| Federal Home Loan Bank and Federal Reserve Bank stocks and equity securities | ( | ( | ||||||
| Premises, equipment, and software, net of disposals | ( | ( | ||||||
| Proceeds from | ||||||||
| Sales of AFS and equity securities | ||||||||
| Prepayments, calls, and maturities of AFS securities | ||||||||
| Prepayments, calls, and maturities of HTM securities | ||||||||
| Sales, prepayments, calls, and maturities of other assets | ||||||||
| Net cash received in business segment sale | ||||||||
| Net change in tax credit and alternative investments | ( | ( | ||||||
| Net cash (used in) investing activities | ( | ( | ||||||
| Cash Flow From Financing Activities | ||||||||
| Net increase (decrease) in deposits | ( | |||||||
| Net decrease in deposits due to branch sales | ( | |||||||
| Net increase (decrease) in short-term funding | ( | |||||||
| Net increase in short-term FHLB advances | ||||||||
| Repayment of long-term FHLB advances | ( | ( | ||||||
| Proceeds from long-term FHLB advances | ||||||||
| (Repayment) proceeds of finance lease principal | ( | |||||||
| Proceeds from issuance of common stock for stock-based compensation plans | ||||||||
| Purchase of treasury stock, open market purchases | ( | |||||||
| Purchase of treasury stock, stock-based compensation plans | ( | ( | ||||||
| Cash dividends on common stock | ( | ( | ||||||
| Cash dividends on preferred stock | ( | ( | ||||||
| Net cash provided by (used in) financing activities | ( | |||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||
| Cash and cash equivalents at beginning of period | ||||||||
Cash and cash equivalents at end of period(b) | $ | $ | ||||||
Numbers may not sum due to rounding.
(a) On January 1, 2022, the Corporation made the irrevocable election to account for MSRs at fair value. For all prior periods, MSRs were carried at LOCOM.
(b) No restricted cash due to the Federal Reserve reducing the required reserve ratio to zero.
9
ASSOCIATED BANC-CORP
Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended Mar 31, | ||||||||
($ in Thousands) | 2022 | 2021 | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash (received from) income and franchise taxes | ( | ( | ||||||
| Loans and bank premises transferred to OREO | ||||||||
| Capitalized mortgage servicing rights | ||||||||
| Loans transferred into held for sale from portfolio, net | ||||||||
| Transfer of AFS securities to HTM securities | ||||||||
| Unsettled trades to purchase securities | ||||||||
10
Item 1. Financial Statements Continued:
ASSOCIATED BANC-CORP
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 2021 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. Estimates that are particularly susceptible to significant change include the determination of the ACLL and MSRs valuation. 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 Acquisitions and Dispositions
Acquisitions:
The Corporation did not have any acquisitions during the first three months of 2022 or during 2021.
Dispositions:
2021
On March 1, 2021, the Corporation closed on the sale of its wealth management subsidiary, Whitnell, to Rockefeller for a purchase price of $8 million. Associated reported a first quarter 2021 pre-tax gain of $2 million, included in asset gains, net on the consolidated statements of income, in conjunction with the sale.
Note 3 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 2021 Annual Report on Form 10-K. As a result of the irrevocable election to account for MSRs under the fair value measurement methodology, as permitted under ASC 860-50-35-3, there has been a change to the Corporation's significant accounting policies since December 31, 2021, which is described below.
Mortgage Servicing Rights
The Corporation sells residential mortgage loans in the secondary market and typically retains the rights to service the loans sold. Upon sale, a MSRs asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. On January 1, 2022, the Corporation made the irrevocable election to account for its MSRs asset under the fair value measurement method. As a result of the change, a cumulative effect adjustment of $2 million, increasing retained earnings on the consolidated balance sheets, was recognized. Under this methodology, changes in the fair value are recognized in earnings as they occur through mortgage banking, net on the consolidated statements of income.
11
MSRs are not traded in active markets. 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, used by this model are based on current market sources. Assumptions used to value MSRs are considered significant unobservable inputs. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. Fair value estimates from outside sources are received periodically to corroborate the results of the valuation model.
New Accounting Pronouncements Adopted
There were no applicable material accounting pronouncements adopted by the Corporation since December 31, 2021.
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, or liquidity, the impacts are discussed in the applicable sections of this financial review.
| Standard | Description | Date of anticipated adoption | Effect on financial statements | ||||||||
| ASU 2022-02 Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures | The FASB issued these amendments to eliminate accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty, and to require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively, except as provided in the next sentence. For the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. Early adoption is permitted if an entity has adopted the amendments in Update 2016-03, including adoption in an interim period. | 1st Quarter 2023 | Adoption of this amendment is not expected to have a material impact on the Corporation's results of operation, financial position or liquidity, but will result in additional disclosure requirements related to gross charge offs by vintage year. | ||||||||
12
Note 4 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) | 2022 | 2021 | ||||||
| Net income | $ | $ | ||||||
| Preferred stock dividends | ( | ( | ||||||
| Net income available to common equity | $ | $ | ||||||
| Common shareholder dividends | ( | ( | ||||||
| Unvested share-based payment awards | ( | ( | ||||||
| Undistributed earnings | $ | $ | ||||||
| Undistributed earnings allocated to common shareholders | $ | $ | ||||||
| Undistributed earnings allocated to unvested share-based payment awards | ||||||||
| Undistributed earnings | $ | $ | ||||||
| Basic | ||||||||
| Distributed earnings to common shareholders | $ | $ | ||||||
| Undistributed earnings allocated to common shareholders | ||||||||
| Total common shareholders earnings, basic | $ | $ | ||||||
| Diluted | ||||||||
| Distributed earnings to common shareholders | $ | $ | ||||||
| Undistributed earnings allocated to common shareholders | ||||||||
| Total common shareholders earnings, diluted | $ | $ | ||||||
| Weighted average common shares outstanding | ||||||||
| Effect of dilutive common stock awards | ||||||||
| Diluted weighted average common shares outstanding | ||||||||
| Basic earnings per common share | $ | $ | ||||||
| Diluted earnings per common share | $ | $ | ||||||
Anti-dilutive common stock options of approximately 2 million and 3 million for the three months ended March 31, 2022 and 2021, respectively, were excluded from the earnings per common share calculation.
Note 5 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.
| Stock Options | Shares(a) | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value(a) | ||||||||||
| Outstanding at December 31, 2021 | $ | $ | ||||||||||||
| Exercised | ( | |||||||||||||
| Outstanding at March 31, 2022 | $ | $ | ||||||||||||
| Options Exercisable at March 31, 2022 | $ | $ | ||||||||||||
Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For both the three months ended March 31, 2022 and 2021, the intrinsic value of stock options exercised was $3 2 million compared to $3 million for the three months ended March 31, 2021.
13
The Corporation recognized compensation expense for the vesting of stock options of approximately $241,000 403,000 for the three months ended March 31, 2021. Compensation expense for the first quarter of 2022 related to accelerated vesting of stock options for retirement eligible colleagues was immaterial . At March 31, 2022, the Corporation had $1 million of unrecognized compensation expense related to stock options that is expected to be recognized over the remaining requisite service periods that extend predominately through the first quarter of 2024 .
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 Corporation's Compensation and Benefits Committee, 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, 2022:
| Restricted Stock Awards | Shares(a) | Weighted Average Grant Date Fair Value | |||||||||
| Outstanding at December 31, 2021 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at March 31, 2022 | $ | ||||||||||
(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 2021 and 2022 will cliff-vest after the year performance period has ended. Service-based restricted stock awards granted during 2021 and 2022 will vest ratably over a period of four years 6 million was recorded for the three months ended March 31, 2022 and $3 million was recorded for the three months ended March 31, 2021. Included in compensation expense for the first three months of 2022 was $3 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $31 million of unrecognized compensation costs related to restricted stock awards at March 31, 2022 that are expected to be recognized over the remaining requisite service periods that extend predominately through the first quarter of 2026 .
The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. The Board of Directors has authorized management to repurchase shares of the Corporation’s common stock in the market, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares, if any, will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.
14
Note 6 Investment Securities
Investment securities are designated as AFS, HTM, or equity on the consolidated balance sheets at the time of purchase. The amortized cost and fair values of AFS and HTM securities at March 31, 2022 were as follows:
| ($ in Thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized (Losses) | Fair Value | ||||||||||
| Investment securities AFS | ||||||||||||||
| U. S. Treasury securities | $ | $ | $ | ( | $ | |||||||||
| Agency securities | ( | |||||||||||||
| Obligations of state and political subdivisions (municipal securities) | ( | |||||||||||||
| Residential mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ( | |||||||||||||
| GNMA | ( | |||||||||||||
| Commercial mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ||||||||||||||
| GNMA | ( | |||||||||||||
| Asset backed securities | ||||||||||||||
| FFELP | ( | |||||||||||||
| SBA | ( | |||||||||||||
| Other debt securities | ( | |||||||||||||
| Total investment securities AFS | $ | $ | $ | ( | $ | |||||||||
| Investment securities HTM | ||||||||||||||
| U. S. Treasury securities | $ | $ | $ | ( | $ | |||||||||
| Obligations of state and political subdivisions (municipal securities) | ( | |||||||||||||
| Residential mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ( | |||||||||||||
| GNMA | ( | |||||||||||||
| Private-label | ( | |||||||||||||
| Commercial mortgage-related securities | ||||||||||||||
| FNMA/FHLMC | ( | |||||||||||||
| GNMA | ( | |||||||||||||
| Total investment securities HTM | $ | $ | $ | ( | $ | |||||||||
15
| ($ in Thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized (Losses) | Fair Value | ||||||||||
| Investment securities AFS | ||||||||||||||
| U. S. Treasury securities | $ | $ | $ | ( | $ | |||||||||
| Agency securities | ( | |||||||||||||
| Obligations of state and political subdivisions (municipal securities) | ||||||||||||||
| Residential mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ( | |||||||||||||
| GNMA | ||||||||||||||
| Private-label | ( | |||||||||||||
| Commercial mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ( | |||||||||||||
| GNMA | ||||||||||||||
| Asset backed securities | ||||||||||||||
| FFELP | ( | |||||||||||||
| SBA | ( | |||||||||||||
| Other debt securities | ( | |||||||||||||
| Total investment securities AFS | $ | $ | $ | ( | $ | |||||||||
| Investment securities HTM | ||||||||||||||
| U. S. Treasury securities | $ | $ | $ | $ | ||||||||||
| Obligations of state and political subdivisions (municipal securities) | ( | |||||||||||||
| Residential mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ||||||||||||||
| GNMA | ||||||||||||||
| Commercial mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ( | |||||||||||||
| GNMA | ( | |||||||||||||
| Total investment securities HTM | $ | $ | $ | ( | $ | |||||||||
16
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, 2022, are shown below:
| AFS | HTM | |||||||||||||
| ($ in Thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||
| Due in one year or less | $ | $ | $ | $ | ||||||||||
| Due after one year through five years | ||||||||||||||
| Due after five years through ten years | ||||||||||||||
| Due after ten years | ||||||||||||||
| Total debt securities | ||||||||||||||
| Residential mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ||||||||||||||
| GNMA | ||||||||||||||
| Private-label | ||||||||||||||
| Commercial mortgage-related securities | ||||||||||||||
| FNMA / FHLMC | ||||||||||||||
| GNMA | ||||||||||||||
| Asset backed securities | ||||||||||||||
| FFELP | ||||||||||||||
| SBA | ||||||||||||||
| Total investment securities | $ | $ | $ | $ | ||||||||||
| Ratio of fair value to amortized cost | % | % | ||||||||||||
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, 2022:
| ($ in Thousands) | AAA | AA | A | Not Rated | Total | ||||||||||||
| U. S. Treasury securities | $ | $ | $ | $ | $ | ||||||||||||
| Obligations of state and political subdivisions (municipal securities) | |||||||||||||||||
| Residential mortgage-related securities | |||||||||||||||||
| FNMA / FHLMC | |||||||||||||||||
| GNMA | |||||||||||||||||
| Private-label | |||||||||||||||||
| Commercial mortgage-related securities | |||||||||||||||||
| FNMA / FHLMC | |||||||||||||||||
| GNMA | |||||||||||||||||
| Total HTM securities | $ | $ | $ | $ | $ | ||||||||||||
| ($ in Thousands) | AAA | AA | A | Not Rated | Total | ||||||||||||
| U. S. Treasury securities | $ | $ | $ | $ | $ | ||||||||||||
| Obligations of state and political subdivisions (municipal securities) | |||||||||||||||||
| Residential mortgage-related securities | |||||||||||||||||
| FNMA / FHLMC | |||||||||||||||||
| GNMA | |||||||||||||||||
| Commercial mortgage-related securities | |||||||||||||||||
| FNMA / FHLMC | |||||||||||||||||
| GNMA | |||||||||||||||||
| Total HTM securities | $ | $ | $ | $ | $ | ||||||||||||
17
Investment securities gains (losses), net includes proceeds from the sale of AFS investment securities. The proceeds from the sale of AFS investment securities for the three months ended March 31, 2022 and 2021, are shown below:
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Gross gains on AFS securities | $ | $ | ||||||
| Gross (losses) on AFS securities | ( | |||||||
| Investment securities gains (losses), net | ( | |||||||
| Proceeds from sales of investment securities AFS | $ | $ | ||||||
During the first quarter of 2021, the Corporation sold $51 million of lower yielding U.S. Treasury and Agency securities at a slight loss to take advantage of the steeper yield curve by reinvesting the proceeds into similar but higher yielding, longer duration securities.
Investment securities with a carrying value of $2.2 billion and $2.3 billion at March 31, 2022 and December 31, 2021, respectively, were pledged to secure certain deposits or for other purposes.
Accrued interest receivable on HTM securities totaled $16 million and $15 million at March 31, 2022 and December 31, 2021, respectively. Accrued interest receivable on AFS securities totaled $8 million and $9 million at March 31, 2022 and December 31, 2021, respectively. Accrued interest receivable on both HTM and AFS securities is included in interest receivable on the consolidated balance sheets. There was no
A security is considered past due once it is 30 days past due under the terms of the agreement. At both March 31, 2022 and December 31, 2021, the Corporation had no
The allowance for credit losses on HTM securities was approximately $65 ,000 at March 31, 2022 and approximately $55 ,000 at December 31, 2021, attributable entirely to the Corporation's municipal securities, included in investment securities HTM, net, at amortized cost on the consolidated balance sheets. The Corporation also holds U.S. Treasury, municipal and mortgage-related securities issued by the U.S. government or a GSE which are backed by the full faith and credit of the U.S. government and, as a result, no
18
| Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||||
| ($ in Thousands) | Number of Securities | Unrealized (Losses) | Fair Value | Number of Securities | Unrealized (Losses) | Fair Value | Unrealized (Losses) | Fair Value | ||||||||||||||||||
| Investment securities AFS | ||||||||||||||||||||||||||
| U.S. Treasury securities | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||
| Agency securities | ( | ( | ||||||||||||||||||||||||
| Obligations of state and political subdivisions (municipal securities) | ( | ( | ||||||||||||||||||||||||
| Residential mortgage-related securities | ||||||||||||||||||||||||||
| FNMA / FHLMC | ( | ( | ( | |||||||||||||||||||||||
| GNMA | ( | ( | ||||||||||||||||||||||||
| GNMA commercial mortgage-related securities | ( | ( | ||||||||||||||||||||||||
| Asset backed securities | ||||||||||||||||||||||||||
| FFELP | ( | ( | ( | |||||||||||||||||||||||
| SBA | ( | ( | ||||||||||||||||||||||||
| Other debt securities | ( | ( | ||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Investment securities HTM | ||||||||||||||||||||||||||
| U.S. Treasury securities | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||
| Obligations of state and political subdivisions (municipal securities) | ( | ( | ( | |||||||||||||||||||||||
| Residential mortgage-related securities | ||||||||||||||||||||||||||
| FNMA / FHLMC | ( | ( | ||||||||||||||||||||||||
| GNMA | ( | ( | ||||||||||||||||||||||||
| Private-label | ( | ( | ||||||||||||||||||||||||
| Commercial mortgage-related securities | ||||||||||||||||||||||||||
| FNMA / FHLMC | ( | ( | ( | |||||||||||||||||||||||
| GNMA | ( | ( | ||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||
19
| Less than 12 months | 12 months or more | Total | ||||||||||||||||||||||||
| ($ in Thousands) | Number of Securities | Unrealized (Losses) | Fair Value | Number of Securities | Unrealized (Losses) | Fair Value | Unrealized (Losses) | Fair Value | ||||||||||||||||||
| Investment securities AFS | ||||||||||||||||||||||||||
| U.S. Treasury securities | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||
| Agency securities | ( | ( | ||||||||||||||||||||||||
| Residential mortgage-related securities | ||||||||||||||||||||||||||
| FNMA / FHLMC | ( | ( | ||||||||||||||||||||||||
| Private-label | ( | ( | ||||||||||||||||||||||||
| FNMA / FHLMC commercial mortgage-related securities | ( | ( | ||||||||||||||||||||||||
| Asset backed securities | ||||||||||||||||||||||||||
| FFELP | ( | ( | ( | |||||||||||||||||||||||
| SBA | ( | ( | ||||||||||||||||||||||||
| Other debt securities | ( | ( | ||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Investment securities HTM | ||||||||||||||||||||||||||
| Obligations of state and political subdivisions (municipal securities) | $ | ( | $ | $ | $ | $ | ( | $ | ||||||||||||||||||
| Commercial mortgage-related securities | ||||||||||||||||||||||||||
| FNMA/FHLMC | ( | $ | ( | $ | ( | |||||||||||||||||||||
| GNMA | ( | ( | ||||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||
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, 2022 represent credit deterioration as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions. 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 $82 87 962 ,000 and $975 ,000 at March 31, 2022 and December 31, 2021, respectively. There was $520 ,000 accrued interest receivable on Federal Reserve Bank stock at March 31, 2022 and none at December 31, 2021. 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. At both March 31, 2022 and December 31, 2021, the Corporation had equity securities with readily determinable fair values of $5
20
Note 7 Loans
The period end loan composition was as follows:
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | ||||||
| PPP | $ | $ | ||||||
Asset-based lending & equipment finance(a) | ||||||||
| Commercial and industrial | ||||||||
| Commercial real estate — owner occupied | ||||||||
| Commercial and business lending | ||||||||
| Commercial real estate — investor | ||||||||
| Real estate construction | ||||||||
| Commercial real estate lending | ||||||||
| Total commercial | ||||||||
| Residential mortgage | ||||||||
| Auto finance | ||||||||
| Home equity | ||||||||
| Other consumer | ||||||||
| Total consumer | ||||||||
| Total loans | $ | $ | ||||||
(a) Periods prior to Mar 31, 2022 do not include equipment finance.
Accrued interest receivable on loans totaled $58 million at March 31, 2022, and $55 million at December 31, 2021, and is included in interest receivable on the consolidated balance sheets. Interest accrued but not received for loans placed on nonaccrual is reversed against interest income. The amount of accrued interest reversed totaled approximately $95 ,000 and $98 ,000 for the three months ended March 31, 2022 and March 31, 2021, respectively.
21
Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||||||||||||||||||||||
| ($ in Thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | YTD 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Total | ||||||||||||||||||||
PPP:(b) | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| PPP | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Asset-based lending & equipment finance: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Asset-based lending & equipment finance | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial and industrial: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial real estate - owner occupied: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Commercial real estate - owner occupied | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial and business lending: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial and business lending | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial real estate - investor: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial real estate - investor | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Real estate construction: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Real estate construction | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
22
Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||||||||||||||||||||||
| ($ in Thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | YTD 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Total | ||||||||||||||||||||
| Commercial real estate lending: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial real estate lending | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total commercial: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Total commercial | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Residential mortgage | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Auto finance: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Auto finance | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Home equity: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Home equity | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Other consumer: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Other consumer | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total consumer: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total loans: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
Pass(c) | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
(a) Revolving loans converted to term loans are also reported in their year of origination.
(b) The Corporation’s policy is to assign risk ratings at the borrower level. PPP loans are 100% guaranteed by the SBA and therefore the Corporation considers these loans to have a risk profile similar to pass rated loans.
(c) Accruing TDRs are included in pass unless otherwise rated as special mention.
23
Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||||||||||||||||||||||
| ($ in Thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Total | ||||||||||||||||||||
PPP:(b) | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| PPP | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Commercial and industrial:(c) | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial and industrial | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial real estate - owner occupied: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Commercial real estate - owner occupied | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial and business lending: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial and business lending | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial real estate - investor: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial real estate - investor | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Real estate construction: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Real estate construction | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Commercial real estate lending: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Commercial real estate lending | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
24
Term Loans Amortized Cost Basis by Origination Year(a) | |||||||||||||||||||||||||||||
| ($ in Thousands) | Rev Loans Converted to Term(a) | Rev Loans Amortized Cost Basis | 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Total | ||||||||||||||||||||
| Total commercial: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Total commercial | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Residential mortgage: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Residential mortgage | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Auto finance: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Auto finance | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Home equity: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Home equity | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Other consumer: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Other consumer | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total consumer: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Total consumer | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Total loans: | |||||||||||||||||||||||||||||
| Risk rating: | |||||||||||||||||||||||||||||
Pass(d) | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Special Mention | |||||||||||||||||||||||||||||
| Potential Problem | |||||||||||||||||||||||||||||
| Nonaccrual | |||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
(a) Revolving loans converted to term loans are also reported in their year of origination.
(b) The Corporation’s policy is to assign risk ratings at the borrower level. PPP loans are 100% guaranteed by the SBA and therefore the Corporation considers these loans to have a risk profile similar to pass rated loans.
(c) Includes asset-based lending & equipment finance.
(d) Accruing TDRs are included in pass unless otherwise rated as special mention.
25
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. Potential problem 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 TDR, meet the criteria to be individually evaluated. Commercial loans classified as special mention, potential problem, 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, 2022:
| Accruing | ||||||||||||||||||||
| ($ in Thousands) | Current | 30-59 Days Past Due | 60-89 Days Past Due | 90+ Days Past Due | Nonaccrual(a)(b) | Total | ||||||||||||||
| PPP | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Asset-based lending & equipment finance | ||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||
| Commercial real estate - owner occupied | ||||||||||||||||||||
| Commercial and business lending | ||||||||||||||||||||
| Commercial real estate - investor | ||||||||||||||||||||
| Real estate construction | ||||||||||||||||||||
| Commercial real estate lending | ||||||||||||||||||||
| Total commercial | ||||||||||||||||||||
| Residential mortgage | ||||||||||||||||||||
| Auto finance | ||||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Other consumer | ||||||||||||||||||||
| Total consumer | ||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||
(a) Of the total nonaccrual loans, $98 million, or 69 %, were current with respect to payment at March 31, 2022.
(b) No 24 million of nonaccrual loans for which there was no related ACLL at March 31, 2022.
26
The following table presents loans by past due status at December 31, 2021:
| Accruing | ||||||||||||||||||||
| ($ in Thousands) | Current | 30-59 Days Past Due | 60-89 Days Past Due | 90+ Days Past Due | Nonaccrual(a)(b) | Total | ||||||||||||||
| PPP | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Asset-based lending | ||||||||||||||||||||
Commercial and industrial(c) | ||||||||||||||||||||
| Commercial real estate - owner occupied | ||||||||||||||||||||
| Commercial and business lending | ||||||||||||||||||||
| Commercial real estate - investor | ||||||||||||||||||||
| Real estate construction | ||||||||||||||||||||
| Commercial real estate lending | ||||||||||||||||||||
| Total commercial | ||||||||||||||||||||
| Residential mortgage | ||||||||||||||||||||
| Auto finance | ||||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Other consumer | ||||||||||||||||||||
| Total consumer | ||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||
(a) Of the total nonaccrual loans, $84 million, or 65 %, were current with respect to payment at December 31, 2021.
(b) No interest income was recognized on nonaccrual loans for the year ended December 31, 2021. In addition, there were $9 million of nonaccrual loans for which there was no related ACLL at December 31, 2021.
(c) Includes equipment finance.
Troubled Debt Restructurings
Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty.
| Mar 31, 2022 | Dec 31, 2021 | |||||||||||||
| ($ in Thousands) | Performing Restructured Loans | Nonaccrual Restructured Loans(a) | Performing Restructured Loans | Nonaccrual Restructured Loans(a) | ||||||||||
| Commercial and industrial | $ | $ | $ | $ | ||||||||||
| Commercial real estate — owner occupied | ||||||||||||||
| Commercial real estate — investor | ||||||||||||||
| Real estate construction | ||||||||||||||
| Residential mortgage | ||||||||||||||
| Home equity | ||||||||||||||
| Other consumer | ||||||||||||||
| Total restructured loans | $ | $ | $ | $ | ||||||||||
The Corporation had a recorded investment of $7 million in loans modified as TDRs during the three months ended March 31, 2022, of which $1 million were in accrual status, included in pass or special mention based on their risk rating within the credit quality tables, and $6 million were in nonaccrual within the credit quality tables, pending a sustained period of repayment. The following table provides the number of loans modified in a TDR by loan portfolio, the recorded investment, and unpaid principal balance for the three months ended March 31, 2022 and 2021:
(a) Represents post-modification outstanding recorded investment.
(b) Represents pre-modification outstanding recorded investment.
| Three months ended Mar 31, 2022 | Three months ended Mar 31, 2021 | |||||||||||||||||||
| ($ in Thousands) | Number of Loans | Recorded Investment(a) | Unpaid Principal Balance(b) | Number of Loans | Recorded Investment(a) | Unpaid Principal Balance(b) | ||||||||||||||
| Commercial real estate — investor | $ | $ | $ | $ | ||||||||||||||||
| Residential mortgage | ||||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Total loans modified | $ | $ | $ | $ | ||||||||||||||||
(b) Represents pre-modification outstanding recorded investment.
Restructured loan modifications may include payment schedule modifications, interest rate concessions, maturity date extensions, modification of note structure (A/B Note), non-reaffirmed Chapter 7 bankruptcies, principal reduction, or some combination of these concessions. During the three months ended March 31, 2022, there were no restructured loan
27
modifications of commercial loans, but when such modifications do occur, they primarily include maturity date extensions and payment schedule modifications. Restructured loan modifications of consumer loans primarily included maturity date extensions, interest rate concessions, non-reaffirmed Chapter 7 bankruptcies, or a combination of these concessions for the three months ended March 31, 2022.
| Three months ended Mar 31, 2022 | Three months ended Mar 31, 2021 | |||||||||||||
| ($ in Thousands) | Number of Loans | Recorded Investment | Number of Loans | Recorded Investment | ||||||||||
| Residential mortgage | $ | $ | ||||||||||||
All loans modified in a TDR are individually evaluated for impairment. The nature and extent of the impairment of restructured loans, including those which have experienced a subsequent payment default, are considered in the determination of an appropriate level of the ACLL.
The Corporation analyzes loans for classification as a probable TDR. This analysis includes identifying customers that are showing possible liquidity issues in the near term without reasonable access to alternative sources of capital. At March 31, 2022, the Corporation had no loans meeting this classification compared to $7 million at December 31, 2021.
Allowance for Credit Losses on Loans
The ACLL is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the ACLL represents management’s estimate of an amount appropriate to provide for expected lifetime credit losses in the loan portfolio at the balance sheet date. The expected lifetime credit losses are the product of multiplying the Corporation's estimates of probability of default, loss given default, and the individual loan level exposure at default on an undiscounted basis. A main factor in the determination of the ACLL is the economic forecast. The Corporation utilized Moody's baseline forecast, updated during February 2022, in the allowance model. The forecast is applied over a 2 year reasonable and supportable period with straight-line reversion to the historical losses over the second year of the period. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit). See Note 12 for additional information on the change in the allowance for unfunded commitments.
28
| ($ in Thousands) | Dec 31, 2021 | Charge offs | Recoveries | Net Charge offs | Provision for credit losses | Mar 31, 2022 | ACLL / Loans | ||||||||||||||||
| Allowance for loan losses | |||||||||||||||||||||||
| PPP | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Asset-based lending & equipment finance | |||||||||||||||||||||||
| Commercial and industrial | ( | ( | |||||||||||||||||||||
| Commercial real estate — owner occupied | ( | ||||||||||||||||||||||
| Commercial and business lending | ( | ( | |||||||||||||||||||||
| Commercial real estate — investor | |||||||||||||||||||||||
| Real estate construction | |||||||||||||||||||||||
| Commercial real estate lending | |||||||||||||||||||||||
| Total commercial | ( | ( | |||||||||||||||||||||
| Residential mortgage | ( | ( | |||||||||||||||||||||
| Auto finance | ( | ||||||||||||||||||||||
| Home equity | ( | ( | |||||||||||||||||||||
| Other consumer | ( | ( | |||||||||||||||||||||
| Total consumer | ( | ( | |||||||||||||||||||||
| Total loans | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Allowance for unfunded commitments | |||||||||||||||||||||||
| Asset-based lending & equipment finance | $ | $ | — | $ | — | $ | — | $ | ( | $ | |||||||||||||
| Commercial and industrial | — | — | — | ( | |||||||||||||||||||
| Commercial real estate — owner occupied | — | — | — | ( | |||||||||||||||||||
| Commercial and business lending | — | — | — | ( | |||||||||||||||||||
| Commercial real estate — investor | — | — | — | ( | |||||||||||||||||||
| Real estate construction | — | — | — | ||||||||||||||||||||
| Commercial real estate lending | — | — | — | ||||||||||||||||||||
| Total commercial | — | — | — | ( | |||||||||||||||||||
| Home equity | — | — | — | ( | |||||||||||||||||||
| Other consumer | — | — | — | ( | |||||||||||||||||||
| Total consumer | — | — | — | ( | |||||||||||||||||||
| Total loans | $ | $ | — | $ | — | $ | — | $ | ( | $ | |||||||||||||
| Allowance for credit losses on loans | |||||||||||||||||||||||
| PPP | $ | $ | $ | $ | $ | ( | $ | % | |||||||||||||||
| Asset-based lending & equipment finance | % | ||||||||||||||||||||||
| Commercial and industrial | ( | ( | % | ||||||||||||||||||||
| Commercial real estate — owner occupied | ( | % | |||||||||||||||||||||
| Commercial and business lending | ( | ( | % | ||||||||||||||||||||
| Commercial real estate — investor | % | ||||||||||||||||||||||
| Real estate construction | % | ||||||||||||||||||||||
| Commercial real estate lending | % | ||||||||||||||||||||||
| Total commercial | ( | ( | % | ||||||||||||||||||||
| Residential mortgage | ( | ( | % | ||||||||||||||||||||
| Auto finance | ( | % | |||||||||||||||||||||
| Home equity | ( | ( | % | ||||||||||||||||||||
| Other consumer | ( | ( | ( | % | |||||||||||||||||||
| Total consumer | ( | ( | % | ||||||||||||||||||||
| Total loans | $ | $ | ( | $ | $ | $ | ( | $ | % | ||||||||||||||
29
| ($ in Thousands) | Dec 31, 2020 | Charge offs | Recoveries | Net Charge offs | Provision for credit losses | Dec 31, 2021 | ACLL / Loans | ||||||||||||||||
| Allowance for loan losses | |||||||||||||||||||||||
| PPP | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||
| Asset-based lending | |||||||||||||||||||||||
Commercial and industrial(a) | ( | ( | ( | ||||||||||||||||||||
| Commercial real estate — owner occupied | |||||||||||||||||||||||
| Commercial and business lending | ( | ( | ( | ||||||||||||||||||||
| Commercial real estate — investor | ( | ( | ( | ||||||||||||||||||||
| Real estate construction | ( | ( | |||||||||||||||||||||
| Commercial real estate lending | ( | ( | ( | ||||||||||||||||||||
| Total commercial | ( | ( | ( | ||||||||||||||||||||
| Residential mortgage | ( | ( | ( | ||||||||||||||||||||
| Auto finance | ( | ||||||||||||||||||||||
| Home equity | ( | ( | |||||||||||||||||||||
| Other consumer | ( | ( | ( | ||||||||||||||||||||
| Total consumer | ( | ( | |||||||||||||||||||||
| Total loans | $ | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||
| Allowance for unfunded commitments | |||||||||||||||||||||||
| Asset-based lending | $ | $ | — | $ | — | $ | — | $ | ( | $ | |||||||||||||
Commercial and industrial(a) | — | — | — | ( | |||||||||||||||||||
| Commercial real estate — owner occupied | — | — | — | ( | |||||||||||||||||||
| Commercial and business lending | — | — | — | ( | |||||||||||||||||||
| Commercial real estate — investor | — | — | — | ||||||||||||||||||||
| Real estate construction | — | — | — | ( | |||||||||||||||||||
| Commercial real estate lending | — | — | — | ( | |||||||||||||||||||
| Total commercial | — | — | — | ( | |||||||||||||||||||
| Home equity | — | — | — | ( | |||||||||||||||||||
| Other consumer | — | — | — | ( | |||||||||||||||||||
| Total consumer | — | — | — | ( | |||||||||||||||||||
| Total loans | $ | $ | — | $ | — | $ | — | $ | ( | $ | |||||||||||||
| Allowance for credit losses on loans | |||||||||||||||||||||||
| PPP | $ | $ | $ | $ | $ | ( | $ | % | |||||||||||||||
| Asset-based lending | % | ||||||||||||||||||||||
Commercial and industrial(a) | ( | ( | ( | % | |||||||||||||||||||
| Commercial real estate — owner occupied | % | ||||||||||||||||||||||
| Commercial and business lending | ( | ( | ( | % | |||||||||||||||||||
| Commercial real estate — investor | ( | ( | ( | % | |||||||||||||||||||
| Real estate construction | ( | ( | % | ||||||||||||||||||||
| Commercial real estate lending | ( | ( | ( | % | |||||||||||||||||||
| Total commercial | ( | ( | ( | % | |||||||||||||||||||
| Residential mortgage | ( | ( | ( | % | |||||||||||||||||||
| Auto finance | ( | % | |||||||||||||||||||||
| Home equity | ( | ( | % | ||||||||||||||||||||
| Other consumer | ( | ( | ( | % | |||||||||||||||||||
| Total consumer | ( | ( | % | ||||||||||||||||||||
| Total loans | $ | $ | ( | $ | $ | ( | $ | ( | $ | % | |||||||||||||
(a) Includes equipment finance.
30
Note 8 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 2021, 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 overall bank common stock index (based on the S&P 400 Regional Bank Sub-Industry Index), 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 been no events since the May 2021 impairment test that have changed the Corporation's impairment assessment conclusion. There were no impairment charges recorded in 2021 or the first three months of 2022.
The Corporation had goodwill of $1.1
Other Intangible Assets
The Corporation has other intangible assets and CDIs that are amortized. For CDIs and other intangibles, changes in the gross carrying amount, accumulated amortization, and net book value were as follows:
| ($ in Thousands) | Three months ended Mar 31, 2022 | Year Ended Dec 31, 2021 | ||||||
| Core deposit intangibles | ||||||||
| Gross carrying amount at the beginning of period | $ | $ | ||||||
| Accumulated amortization | ( | ( | ||||||
| Net book value | $ | $ | ||||||
| Amortization during the period | $ | $ | ||||||
| Other intangibles | ||||||||
| Gross carrying amount at the beginning of period | $ | $ | ||||||
| Reductions due to sale | ( | |||||||
| Accumulated amortization | ( | |||||||
| Net book value | $ | $ | ||||||
| Amortization during the period | $ | $ | ||||||
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 accounted for under the fair value measurement method, with any change in fair value being recognized through earnings in mortgage banking, net on the consolidated statements of income.
On January 1, 2022, the Corporation made the irrevocable election to account for its MSRs asset under the fair value measurement methodology. Under this methodology, changes in the fair value are recognized in earnings as they occur, through mortgage banking, net on the consolidated statements of income. MSRs are not traded in active markets. As a result, a cash flow model is used to determine fair value. Key assumptions and estimates, 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 12 for a discussion of the recourse provisions on sold residential mortgage loans. See Note 13 which further discusses fair value measurement relative to the MSRs asset.
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A summary of changes in the balance of the MSRs asset under the fair value measurement method for the quarter ended March 31, 2022 is as follows:
| ($ in Thousands) | Three months ended Mar 31, 2022 | ||||
| Mortgage servicing rights | |||||
| Mortgage servicing rights at beginning of period | $ | ||||
| Cumulative effect of accounting methodology change | |||||
| Balance at beginning of period, adjusted | $ | ||||
| Additions | |||||
| Paydowns | ( | ||||
| Valuation: | |||||
| Change in fair value model assumptions | |||||
| Changes in fair value of asset | |||||
| Mortgage servicing rights at end of period | $ | ||||
| Portfolio of residential mortgage loans serviced for others (“servicing portfolio”) | $ | ||||
| Mortgage servicing rights to servicing portfolio | % | ||||
Prior to January 1, 2022, the Corporation accounted for its MSRs under the amortization methodology. Under this methodology the Corporation evaluated its MSRs asset for impairment at minimum on a quarterly basis. Impairment was assessed based on fair value at each reporting date using estimated prepayment speeds of the underlying mortgage loans serviced and stratifications based on the risk characteristics of the underlying loans (predominantly loan type and note interest rate). As mortgage interest rates fell, prepayment speeds were usually faster and the value of the MSRs asset generally decreased, requiring additional valuation reserve. Conversely, as mortgage interest rates rose, prepayment speeds were usually slower and the value of the MSRs asset generally increased, requiring less valuation reserve. A valuation allowance was established, through a charge to earnings, to the extent the amortized cost of the MSRs exceeded the estimated fair value by stratification. An other-than-temporary impairment (i.e., recoverability was considered remote when considering interest rates and loan pay off activity) was recognized as a write-down of the MSRs asset and the related valuation allowance (to the extent a valuation allowance was available) and then against earnings. A direct write-down permanently reduced the carrying value of the MSRs asset and valuation allowance, precluding subsequent recoveries.
A summary of changes in the balance of the MSRs asset and the MSRs valuation allowance under the amortization method for the year ended December 31, 2021 is as follows:
| ($ in Thousands) | Year Ended Dec 31, 2021 | ||||
| Mortgage servicing rights | |||||
| Mortgage servicing rights at beginning of period | $ | ||||
| Additions | |||||
| Amortization | ( | ||||
| Mortgage servicing rights at end of period | $ | ||||
| Valuation allowance at beginning of period | $ | ( | |||
| (Additions) recoveries, net | |||||
| Valuation allowance at end of period | $ | ( | |||
| Mortgage servicing rights, net | $ | ||||
| Fair value of mortgage servicing rights | $ | ||||
| Portfolio of residential mortgage loans serviced for others (“servicing portfolio”) | $ | ||||
| Mortgage servicing rights, net to servicing portfolio | % | ||||
Mortgage servicing rights expense(a) | $ | ||||
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| ($ in Thousands) | Core Deposit Intangibles | Mortgage Servicing Rights | ||||||
| Nine months ended December 31, 2022 | $ | $ | ||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Beyond 2027 | ||||||||
| Total Estimated Amortization Expense | $ | $ | ||||||
Note 9 Short and Long-Term Funding
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | ||||||
| Short-Term Funding | ||||||||
| Federal funds purchased | $ | $ | ||||||
| Securities sold under agreements to repurchase | ||||||||
| Federal funds purchased and securities sold under agreements to repurchase | ||||||||
| Commercial paper | ||||||||
| Total short-term funding | $ | $ | ||||||
| Long-Term Funding | ||||||||
| Corporation subordinated notes, at par, due 2025 | $ | $ | ||||||
| Capitalized costs | ( | ( | ||||||
| Finance leases | ||||||||
| Total long-term funding | ||||||||
| Total short and long-term funding, excluding FHLB advances | $ | $ | ||||||
| FHLB Advances | ||||||||
| Short-term FHLB advances | $ | $ | ||||||
| Long-term FHLB advances | ||||||||
| Total FHLB advances | $ | $ | ||||||
| Total short and long-term funding | $ | $ | ||||||
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 securities sold under agreements to repurchase to facilitate the needs of its customers. The fair value of securities pledged to secure repurchase agreements may decline. At March 31, 2022, the Corporation has pledged securities valued at 129 % of the gross outstanding balance of repurchase agreements to manage this risk.
| Overnight and Continuous | ||||||||
| ($ in Thousands) | March 31, 2022 | December 31, 2021 | ||||||
| Repurchase agreements | ||||||||
| Agency mortgage-related securities | $ | $ | ||||||
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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.
Finance Leases
Finance leases are used in conjunction with branch operations. See Note 18 for additional disclosure regarding the Corporation’s leases.
FHLB Advances
Note 10 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, 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 value of which are determined by interest 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 $76 million and $71 million of investment securities as collateral at March 31, 2022, and December 31, 2021, respectively. At March 31, 2022, the Corporation posted $6 million of required cash collateral compared to $11 million at December 31, 2021.
Federal regulations require the Corporation to clear all LIBOR and 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 (CME) and the London Clearing House (LCH) 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.
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, foreign currency, and until early 2022, commodity prices. As of the end of the first quarter of 2022, the Corporation no longer had any outstanding commodity contracts. 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), foreign currency exchange forwards, and until the end of the first quarter of 2022, commodity contracts. See Note 11 for additional information and disclosures on balance sheet offsetting.
Interest rate-related instruments: The Corporation provides interest rate risk management services to commercial customers, primarily forward interest rate swaps and caps. The Corporation’s market risk from unfavorable movements in interest rates
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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.
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.
Commodity contracts: As of the end of the first quarter of 2022, the Corporation no longer had any outstanding commodity contracts. Historically, commodity contracts were entered into primarily for the benefit of commercial customers seeking to manage their exposure to fluctuating commodity prices. The Corporation mitigated its risk by then entering into an offsetting commodity derivative contract.
Mortgage Derivatives
Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments on residential mortgage loans and TBA securities 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 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 change 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.
| Mar 31, 2022 | Dec 31, 2021 | |||||||||||||||||||||||||
| Asset | Liability | Asset | Liability | |||||||||||||||||||||||
| ($ in Thousands) | Notional Amount | Fair Value | Notional Amount | Fair Value | Notional Amount | Fair Value | Notional Amount | Fair Value | ||||||||||||||||||
| Not designated as hedging instruments | ||||||||||||||||||||||||||
| Interest rate-related instruments | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Foreign currency exchange forwards | ||||||||||||||||||||||||||
| Commodity contracts | ||||||||||||||||||||||||||
Mortgage banking(a)(b) | ||||||||||||||||||||||||||
| Gross derivatives before netting | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Legally enforceable master netting agreements | ||||||||||||||||||||||||||
| Less: Cash collateral pledged/received | ||||||||||||||||||||||||||
| Total derivative instruments, after netting | $ | $ | $ | $ | ||||||||||||||||||||||
(b) At March 31, 2022, the mortgage derivative asset includes $
The Corporation terminated its $500 million fair value hedge during the fourth quarter of 2019. At March 31, 2022, the amortized cost basis of the closed portfolios which had previously been used in the terminated hedging relationship was $390 million and is included in loans on the consolidated balance sheets. This amount includes $2 million of hedging adjustments on the discontinued hedging relationships.
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| Location and Amount of Gain or (Loss) Recognized on the Consolidated Statements of Income in Fair Value and Cash Flow Hedging Relationships | ||||||||
| Three months ended Mar 31, | ||||||||
| 2022 | 2021 | |||||||
| ($ in Thousands) | Interest Income | |||||||
| Total amounts of income presented on the consolidated statements of income in which the effects of the fair value hedge is recorded | $ | ( | $ | ( | ||||
| The effects of fair value hedging: (Loss) on fair value hedging relationships in Subtopic 815-20 | ||||||||
| Interest contracts | ||||||||
| Hedged items | ( | ( | ||||||
| Consolidated Statements of Income Category of Gain / (Loss) Recognized in Income | Three Months Ended Mar 31, | ||||||||||
| ($ in Thousands) | 2022 | 2021 | |||||||||
| Derivative Instruments | |||||||||||
| Interest rate-related instruments — customer and mirror, net | Capital markets, net | $ | $ | ||||||||
| Interest rate-related instruments — MSRs hedge | Mortgage banking, net | $ | ( | $ | |||||||
| Foreign currency exchange forwards | Capital markets, net | ||||||||||
| Commodity contracts | Capital markets, net | ( | ( | ||||||||
| Interest rate lock commitments (mortgage) | Mortgage banking, net | ( | ( | ||||||||
| Forward commitments (mortgage) | Mortgage banking, net | ( | ( | ||||||||
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Note 11 Balance Sheet Offsetting
Interest Rate-Related Instruments, Commodity Contracts, and Foreign Exchange Forwards (“Interest, Commodity, 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 mitigates these risks by entering into equal and offsetting agreements with highly rated third-party financial institutions. Historically, the Corporation entered into commodity contracts to manage commercial customers' exposure to fluctuating commodity prices. As of the end of the first quarter of 2022, the Corporation no longer had any outstanding commodity contracts. The Corporation is party to master netting arrangements with 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. See Note 10 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, 2022 and interest rate, commodity, and foreign exchange assets and liabilities subject to an enforceable master netting arrangement as of December 31, 2021. The interest and foreign exchange agreements the Corporation has with its commercial customers and the commodity agreements the Corporation had 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 | ||||||||||||
| ($ in Thousands) | Derivative Liabilities Offset | Cash Collateral Received | ||||||||||||
| Derivative assets | ||||||||||||||
| March 31, 2022 | $ | $ | ( | $ | ( | $ | ||||||||
| December 31, 2021 | ( | ( | ||||||||||||
| Gross Amounts Recognized | Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets | Net Amounts Presented on the Consolidated Balance Sheets | ||||||||||||
| ($ in Thousands) | Derivative Assets Offset | Cash Collateral Pledged | ||||||||||||
| Derivative liabilities | ||||||||||||||
| March 31, 2022 | $ | $ | ( | $ | ( | $ | ||||||||
| December 31, 2021 | ( | ( | ||||||||||||
Note 12 Commitments, Off-Balance Sheet Arrangements, Legal Proceedings, Regulatory Matters and Operational 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 10). The following is a summary of lending-related commitments:
(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 have no
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, 2022 or December 31, 2021.
(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 10.
(c) The Corporation has established a liability of $2 million for both March 31, 2022 and December 31, 2021, as an estimate of the fair value of these financial instruments.
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | ||||||
Commitments to extend credit, excluding commitments to originate residential mortgage loans held for sale(a)(b) | $ | $ | ||||||
Commercial letters of credit(a) | ||||||||
Standby letters of credit(c) | ||||||||
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, 2022 or December 31, 2021.
(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 10.
(c) The Corporation has established a liability of $2 million for both March 31, 2022 and December 31, 2021, as an estimate of the fair value of these financial instruments.
Lending-related Commitments
As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer’s creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of
37
collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb expected lifetime losses related to unfunded commitments (including unfunded loan commitments and letters of credit).
| ($ in Thousands) | Three months ended Mar 31, 2022 | Year Ended Dec 31, 2021 | ||||||
| Allowance for Unfunded Commitments | ||||||||
| Balance at beginning of period | $ | $ | ||||||
| Provision for unfunded commitments | ( | ( | ||||||
| Balance at end of period | $ | $ | ||||||
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 on residential mortgage loans and TBA securities 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 10. 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, 2022 was $259 million, compared to $268 million at December 31, 2021, 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 $8 million for the three months ended March 31, 2022 and 2021, respectively. The Corporation's remaining investment in qualified affordable housing projects accounted for under the proportional amortization method totaled $253 million at March 31, 2022 and $262 million at December 31, 2021.
The Corporation’s unfunded equity contributions relating to investments in federal and state qualified affordable housing and federal and state historic projects are recorded in accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s remaining unfunded equity contributions totaled $69 million at March 31, 2022 and $80 million at December 31, 2021.
For the three months ended March 31, 2022 and the year ended December 31, 2021, the Corporation did no
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 $25 million at both March 31, 2022 and December 31, 2021, included in tax credit and other investments on the consolidated balance sheets.
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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.
A lawsuit, Evans et al v. Associated Banc-Corp et al, was filed in the United States District Court for the Eastern District of Wisconsin - Green Bay Division on January 13, 2021 by one current and one former participant in the Associated Banc-Corp 401(k) and Employee Stock Ownership Plan (the “Plan”) as representatives of a putative class. The plaintiffs alleged that Associated Banc-Corp, the Associated Banc-Corp Plan Administrative Committee, and current and past members of such committee during the relevant time period (the “Defendants”) breached their fiduciary duties with respect to the Plan in violation of Employee Retirement Income Security Act of 1974, as amended, by applying an imprudent and inappropriate preference for products associated with Associated Banc-Corp within the Plan, and that the Defendants failed to monitor or control the recordkeeping expenses paid to Associated Trust Company, N.A. On March 18, 2021, the Defendants filed a motion to dismiss. On April 8, 2021, the plaintiffs filed an amended complaint which dropped the record keeping claim, added Associated Trust Company N.A. and Kellogg Asset Management, LLC as defendants, and alleged various breaches of fiduciary duty related to the selection and monitoring of, and the fees charged by, proprietary collective investment trusts. The plaintiffs, in part, seek an accounting and disgorgement of certain profits, as well as certain equitable restitution and equitable monetary relief. The Corporation intends to vigorously defend against this lawsuit. It is not possible for management to assess the probability of a material adverse outcome or reasonably estimate the amount of any potential loss at this time with respect to this lawsuit.
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 and the Bank 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. 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.
Operational Matters
In November 2021, we became aware that during several routine purges of old documents, certain documents that were more than seven years old relating to active accounts were inadvertently purged from our electronic database. The active account documents that were inadvertently purged related to (1) certain customer documents obtained as part of bank acquisitions, and (2) certain customer documents that were transferred to a new cold storage system without correct retention coding. Both the acquisitions and the transfer occurred years ago. The majority of the documents inadvertently purged were signature cards. We have undertaken measures to replace (if possible) or otherwise lessen the impact on customers of any inadvertently purged documents. While the impact on the Company of this incident has been immaterial to date, and we are not aware of any material adverse customer impact, it is not possible at this time for management to reasonably estimate the amount of any potential loss related to this incident.
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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. Additionally, beginning in the third quarter of 2021, qualifying residential mortgage loans guaranteed by U.S. government agencies have been sold into GNMA pools.
As a result of make whole requests, the Corporation has repurchased loans with aggregate principal balances of $2 million and $8 million for the three months ended March 31, 2022 and the year ended December 31, 2021, respectively. There were no loss reimbursement and settlement claims paid in the three months ended March 31, 2022, and approximately $114,000 of such claims were paid for the year ended December 31, 2021. Make whole requests during 2021 and the first three months of 2022 generally arose from loans sold during the period of January 1, 2017 to December 31, 2021. Since January 1, 2017, loans sold totaled $7.2 billion at the time of sale, and consisted primarily of loans sold to GSEs. As of March 31, 2022, $4.6 billion of loans originated since January 1, 2017 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 $1 million at both March 31, 2022 and December 31, 2021.
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 March 31, 2022 and December 31, 2021, there were $8 million and $10 million, respectively, 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 in exchange for a monthly credit enhancement fee. The Corporation has not sold loans to the FHLB with such credit risk retention since February 2005. At March 31, 2022 and December 31, 2021, there were $23 million and $24 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been immaterial historical losses to the Corporation.
Note 13 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 2021 Annual Report on Form 10-K. There has been one significant change to the methodologies for assets and liabilities measured at fair value on a recurring basis:
Mortgage Servicing Rights: The Corporation sells residential mortgage loans in the secondary market and typically retains the rights to service the loans sold. Upon sale, a MSRs asset is capitalized, which represents the then current fair value of future net cash flows expected to be realized for performing servicing activities. On January 1, 2022, the Corporation made the irrevocable election to account for its MSRs asset under the fair value measurement method. Under this methodology, changes in the fair value are recognized in earnings as they occur through mortgage banking, net on the consolidated statements of income.
MSRs are not traded in active markets. 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, used by this model are based on current market sources. Assumptions used to value MSRs are considered significant unobservable inputs. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. Fair value estimates from outside sources are received periodically to corroborate the results of the valuation model. Due to the nature of the valuation inputs, MSRs are classified within Level 3 of the fair value hierarchy. See Note 8 for additional disclosures about the Corporation's MSRs.
40
| ($ in Thousands) | Fair Value Hierarchy | Mar 31, 2022 | Dec 31, 2021 | ||||||||
| Assets | |||||||||||
| Investment securities AFS | |||||||||||
| U.S. Treasury securities | Level 1 | $ | $ | ||||||||
| Agency securities | Level 2 | ||||||||||
| Obligations of state and political subdivisions (municipal securities) | Level 2 | ||||||||||
| Residential mortgage-related securities | |||||||||||
| FNMA / FHLMC | Level 2 | ||||||||||
| GNMA | Level 2 | ||||||||||
| Private-label | Level 2 | ||||||||||
| Commercial mortgage-related securities | |||||||||||
| FNMA / FHLMC | Level 2 | ||||||||||
| GNMA | Level 2 | ||||||||||
| Asset backed securities | |||||||||||
| FFELP | Level 2 | ||||||||||
| SBA | Level 2 | ||||||||||
| Other debt securities | Level 2 | ||||||||||
| Total investment securities AFS | Level 1 | $ | $ | ||||||||
| Total investment securities AFS | Level 2 | ||||||||||
| Equity securities with readily determinable fair values | Level 1 | ||||||||||
| Residential loans held for sale | Level 2 | ||||||||||
Mortgage servicing rights, net(a) | Level 3 | N/A | |||||||||
Interest rate-related instruments(b) | Level 2 | ||||||||||
Foreign currency exchange forwards(b) | Level 2 | ||||||||||
Commodity contracts(b) | Level 2 | ||||||||||
| Interest rate lock commitments to originate residential mortgage loans held for sale | Level 3 | ||||||||||
| Forward commitments on residential mortgage loans | Level 3 | ||||||||||
| Liabilities | |||||||||||
Interest rate-related instruments(b) | Level 2 | $ | $ | ||||||||
Foreign currency exchange forwards(b) | Level 2 | ||||||||||
Commodity contracts(b) | Level 2 | ||||||||||
| Interest rate lock commitments to originate residential mortgage loans held for sale | Level 3 | ||||||||||
| Forward commitments on TBA securities | Level 3 | ||||||||||
(b) Figures are presented gross before netting. See Note 10 and Note 11 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.
| ($ in Thousands) | Interest rate lock commitments to originate residential mortgage loans held for sale | Forward commitments on residential mortgage loans and TBA securities | Total | ||||||||
| Balance December 31, 2020 | $ | $ | $ | ||||||||
| New production | ( | ||||||||||
| Closed loans / settlements | ( | ( | |||||||||
| Other | ( | ( | ( | ||||||||
| Mortgage derivative (loss) | ( | ( | ( | ||||||||
| Balance December 31, 2021 | $ | $ | ( | $ | |||||||
| New production | $ | $ | ( | $ | |||||||
| Closed loans / settlements | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Mortgage derivative gain (loss) | ( | ( | |||||||||
| Balance March 31, 2022 | $ | ( | $ | ( | $ | ||||||
41
The closing ratio on interest rate lock commitments to originate residential mortgage loans held for sale is a Level 3 measurement, and was 79 % at March 31, 2022.
| ($ in Thousands) | |||||
| Equity securities without readily determinable fair values | |||||
Carrying value as of December 31, 2021 | $ | ||||
| Additions | |||||
| Sales | ( | ||||
Carrying value as of March 31, 2022 | $ | ||||
Cumulative upward carrying value changes between January 1, 2018 and March 31, 2022 | $ | ||||
Cumulative downward carrying value changes/impairment between January 1, 2018 and March 31, 2022 | $ | ||||
| Consolidated Statements of Income Category of Adjustment Recognized in Income | ||||||||||||||
| ($ in Thousands) | Fair Value Hierarchy | Fair Value | Adjustment Recognized on the Consolidated Statements of Income(c) | |||||||||||
| March 31, 2022 | ||||||||||||||
| Assets | ||||||||||||||
Individually evaluated loans(a) | Level 3 | $ | Provision for credit losses | $ | ( | |||||||||
OREO(b) | Level 2 | Other noninterest expense / provision for credit losses(d) | ||||||||||||
December 31, 2021 | ||||||||||||||
| Assets | ||||||||||||||
Individually evaluated loans(a) | Level 3 | $ | Provision for credit losses | $ | ( | |||||||||
OREO(b) | Level 2 | Other noninterest expense / provision for credit losses(d) | ||||||||||||
Mortgage servicing rights(e) | Level 3 | Mortgage banking, net | ||||||||||||
(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) Includes the full year impact on the consolidated statements of income
(d) 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.
(e) MSRs at December 31, 2021 were carried at LOCOM. On January 1, 2022, the Corporation made the irrevocable election to account for MSRs at fair value on a recurring basis.
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 Corporation's significant Level 3 measurements which employ unobservable inputs that are readily quantifiable pertain to individually evaluated loans.
| March 31, 2022 | Valuation Technique | Significant Unobservable Input | Range of Inputs | Weighted Average Input Applied | ||||||||||||||||
| Individually evaluated loans | Appraisals / Discounted cash flow | Collateral / Discount factor | - | |||||||||||||||||
42
Fair Value of Financial Instruments
The Corporation is required to disclose estimated fair values for its financial instruments.
| Mar 31, 2022 | Dec 31, 2021 | ||||||||||||||||
| ($ in Thousands) | Fair Value Hierarchy Level | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
| Financial assets | |||||||||||||||||
| Cash and due from banks | Level 1 | $ | $ | $ | $ | ||||||||||||
| Interest-bearing deposits in other financial institutions | Level 1 | ||||||||||||||||
| Investment securities AFS | Level 1 | ||||||||||||||||
| Investment securities AFS | Level 2 | ||||||||||||||||
| Investment securities HTM, net | Level 1 | ||||||||||||||||
| Investment securities HTM, net | Level 2 | ||||||||||||||||
| Equity securities with readily determinable fair values | Level 1 | ||||||||||||||||
| Equity securities without readily determinable fair values | Level 3 | ||||||||||||||||
| FHLB and Federal Reserve Bank stocks | Level 2 | ||||||||||||||||
| Residential loans held for sale | Level 2 | ||||||||||||||||
| Loans, net | Level 3 | ||||||||||||||||
| Bank and corporate owned life insurance | Level 2 | ||||||||||||||||
Mortgage servicing rights, net(a) | Level 3 | ||||||||||||||||
Derivatives (other assets)(b) | Level 2 | ||||||||||||||||
| Interest rate lock commitments to originate residential mortgage loans held for sale (other assets) | Level 3 | ||||||||||||||||
| Forward commitments to sell residential mortgage loans (other assets) | Level 3 | ||||||||||||||||
| Financial liabilities | |||||||||||||||||
| Noninterest-bearing demand, savings, interest-bearing demand, and money market accounts | Level 3 | $ | $ | $ | $ | ||||||||||||
Time deposits(c) | Level 2 | ||||||||||||||||
| Short-term funding | Level 2 | ||||||||||||||||
| FHLB advances | Level 2 | ||||||||||||||||
| Other long-term funding | Level 2 | ||||||||||||||||
Standby letters of credit(d) | Level 2 | ||||||||||||||||
Derivatives (accrued expenses and other liabilities)(b) | Level 2 | ||||||||||||||||
| Interest rate lock commitments to originate residential mortgage loans held for sale (accrued expenses and other liabilities) | Level 3 | ||||||||||||||||
| Forward commitments on TBA securities (accrued expenses and other liabilities) | Level 3 | ||||||||||||||||
(b) Figures are presented gross before netting. See Note 10 and Note 11 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.
(c) When the estimated fair value is less than the carrying value, the carrying value is reported as the fair value.
(d) The commitment on standby letters of credit was $
Note 14 Retirement Plans
The Corporation also provides legacy 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.
43
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Components of Net Periodic Benefit Cost | ||||||||
| RAP | ||||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Expected return on plan assets | ( | ( | ||||||
| Amortization of prior service cost | ( | ( | ||||||
| Amortization of actuarial loss | ||||||||
| Total net periodic pension cost | $ | ( | $ | ( | ||||
| Postretirement Plan | ||||||||
| Interest cost | $ | $ | ||||||
| Amortization of prior service cost | ( | ( | ||||||
| Total net periodic benefit cost | $ | ( | $ | ( | ||||
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 were no
Note 15 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. The three 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 2021 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 2021 Annual
44
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 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 2021 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. During the first quarter of 2021, the Corporation sold its wealth management subsidiary Whitnell. 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).
Effective during the first quarter of 2022, certain support functions and a select group of banking regions were realigned into the Community, Consumer, and Business segment from the Corporate and Commercial Specialty segment.
Information about the Corporation’s segments is presented below:
| Corporate and Commercial Specialty | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Net interest income | $ | $ | ||||||
| Net intersegment interest income | ||||||||
| Segment net interest income | ||||||||
Noninterest income(a) | ||||||||
| Total revenue | ||||||||
| Provision for credit losses | ||||||||
| Noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net income | $ | $ | ||||||
| Allocated goodwill | $ | $ | ||||||
| Community, Consumer, and Business | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Net interest income | $ | $ | ||||||
| Net intersegment interest income | ||||||||
| Segment net interest income | ||||||||
| Noninterest income | ||||||||
| Total revenue | ||||||||
| Provision for credit losses | ||||||||
| Noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net income | $ | $ | ||||||
| Allocated goodwill | $ | $ | ||||||
45
| Risk Management and Shared Services | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Net interest income | $ | $ | ||||||
| Net intersegment interest (expense) | ( | ( | ||||||
| Segment net interest income | ( | |||||||
| Noninterest income | ||||||||
| Total revenue | ||||||||
| Provision for credit losses | ( | ( | ||||||
| Noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net income | $ | $ | ||||||
| Allocated goodwill | $ | $ | ||||||
| Consolidated Total | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Net interest income | $ | $ | ||||||
| Net intersegment interest income | ||||||||
| Segment net interest income | ||||||||
Noninterest income(a) | ||||||||
| Total revenue | ||||||||
| Provision for credit losses | ( | ( | ||||||
| Noninterest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| Net income | $ | $ | ||||||
| Allocated goodwill | $ | $ | ||||||
46
Note 16 Accumulated Other Comprehensive Income (Loss)
| ($ in Thousands) | Investment Securities AFS | Defined Benefit Pension and Postretirement Obligations | Accumulated Other Comprehensive Income (Loss) | ||||||||
Balance December 31, 2021 | $ | ( | $ | ( | $ | ( | |||||
| Other comprehensive (loss) before reclassifications | ( | ( | |||||||||
| Unrealized (losses) on AFS securities transferred to HTM securities | ( | ( | |||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||
| Investment securities (gains), net | ( | ( | |||||||||
| Investment securities HTM, net, at amortized cost | |||||||||||
| Personnel expense | ( | ( | |||||||||
| Other expense | |||||||||||
| Income tax benefit | |||||||||||
| Net other comprehensive (loss) during period | ( | ( | ( | ||||||||
| Balance March 31, 2022 | $ | ( | $ | ( | $ | ( | |||||
Balance December 31, 2020 | $ | $ | ( | $ | |||||||
| Other comprehensive (loss) before reclassifications | ( | ( | |||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||
| Investment securities losses , net | |||||||||||
| Investment securities HTM, net, at amortized cost | |||||||||||
| Personnel expense | ( | ( | |||||||||
| Other expense | |||||||||||
| Income tax (expense) benefit | ( | ||||||||||
| Net other comprehensive income (loss) during period | ( | ( | |||||||||
| Balance March 31, 2021 | $ | $ | ( | $ | ( | ||||||
Note 17 Revenue from Contracts with Customers
Revenue from contracts with customers is recognized when obligations under the terms of a contract with the Corporation's customer are satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material significant payment terms as payment is received at or shortly after the satisfaction of the performance obligation.
| Corporate and Commercial Specialty | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Wealth management fees | $ | $ | ||||||
| Service charges and deposit account fees | ||||||||
Card-based fees(a) | ||||||||
| Other revenue | ||||||||
| Noninterest income (in-scope of Topic 606) | $ | $ | ||||||
Noninterest income (out-of-scope of Topic 606)(b) | ||||||||
| Total noninterest income | $ | $ | ||||||
| Community, Consumer, and Business | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Service charges and deposit account fees | $ | $ | ||||||
Card-based fees(a) | ||||||||
| Other revenue | ||||||||
| Noninterest income (in-scope of Topic 606) | $ | $ | ||||||
| Noninterest income (out-of-scope of Topic 606) | ||||||||
| Total noninterest income | $ | $ | ||||||
47
| Risk Management and Shared Services | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Service charges and deposit account fees | $ | $ | ||||||
Card-based fees(a) | ||||||||
| Other revenue | ||||||||
| Noninterest income (in-scope of Topic 606) | $ | $ | ||||||
| Noninterest income (out-of-scope of Topic 606) | ||||||||
| Total noninterest income | $ | $ | ||||||
| Consolidated Total | ||||||||
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Wealth management fees | $ | $ | ||||||
| Service charges and deposit account fees | ||||||||
Card-based fees(a) | ||||||||
| Other revenue | ||||||||
| Noninterest income (in-scope of Topic 606) | $ | $ | ||||||
Noninterest income (out-of-scope of Topic 606)(b) | ||||||||
| Total noninterest income | $ | $ | ||||||
(a) Certain card-based fees are out-of-scope of Topic 606.
Below is a listing of performance obligations for the Corporation's main revenue streams:
| Revenue Stream | Noninterest income in-scope of Topic 606 | ||||
| Service charges and deposit account fees | Service charges and deposit account fees consist of monthly service fees (i.e. business analyzed fees and consumer service charges) and other deposit account related fees. The Corporation's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges and deposit account fees is primarily received immediately or in the following month through a direct charge to customers’ accounts. | ||||
Card-based fees(a) | Card-based fees are primarily comprised of debit and credit card income, ATM fees, and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation's debit and credit cards are processed through card payment networks. ATM and merchant fees are largely transactional based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment is typically received immediately or in the following month. | ||||
Trust and asset management fees(b) | Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation's performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to the customers’ accounts. The Corporation's performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered. | ||||
Brokerage and advisory fees(b) | Brokerage and advisory fees primarily consist of investment advisory, brokerage, retirement services, and annuities. The Corporation's performance obligation for investment advisory services and retirement services is generally satisfied, and the related revenue recognized, over the period in which the services are provided. The performance obligation for annuities is satisfied upon sale of the annuity, and therefore, the related revenue is primarily recognized at the time of sale. Payment for these services are typically received immediately or in advance of the service. | ||||
(a) Certain card-based fees are out-of-scope of Topic 606.
(b) Trust and asset management fees and brokerage and advisory fees are included in wealth management fees.
Note 18 Leases
The Corporation has operating leases for retail and corporate offices, land, and equipment. The Corporation also has finance leases for land and retail and corporate offices.
These leases have original terms of 1 year or longer with remaining maturities up to 41 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.
48
| Three Months Ended Mar 31, | ||||||||
| ($ in Thousands) | 2022 | 2021 | ||||||
| Operating lease costs | $ | $ | ||||||
| Finance lease costs | ||||||||
| Operating lease cash flows | ||||||||
| Finance lease cash flows | ||||||||
| ($ in Thousands) | Consolidated Balance Sheets Category | Mar 31, 2022 | Dec 31, 2021 | ||||||||
| Operating lease right-of-use asset | Premises and equipment | $ | $ | ||||||||
| Finance lease right-of-use asset | Other assets | ||||||||||
| Operating lease liability | Accrued expenses and other liabilities | ||||||||||
| Finance lease liability | Other long-term funding | ||||||||||
| Mar 31, 2022 | Dec 31, 2021 | |||||||||||||||||||
| ($ 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 | ||||||||||||||||||||
| Equipment | $ | % | $ | % | ||||||||||||||||
| Retail and corporate offices | % | % | ||||||||||||||||||
| Land | % | % | ||||||||||||||||||
| Total operating leases | $ | % | $ | % | ||||||||||||||||
| Finance leases | ||||||||||||||||||||
| Retail and corporate offices | $ | % | $ | % | ||||||||||||||||
| Land | % | % | ||||||||||||||||||
| Total finance leases | $ | % | $ | % | ||||||||||||||||
| ($ in Thousands) | Operating Leases | Finance Leases | Total Leases | ||||||||
| Nine months ended December 31, 2022 | $ | $ | $ | ||||||||
| 2023 | |||||||||||
| 2024 | |||||||||||
| 2025 | |||||||||||
| 2026 | |||||||||||
| Beyond 2026 | |||||||||||
| Total lease payments | $ | $ | $ | ||||||||
| Less: interest | |||||||||||
| Present value of lease payments | $ | $ | $ | ||||||||
49
| ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | ||||
Special Note Regarding Forward-Looking Statements
This report contains statements that may constitute forward-looking statements within the meaning of the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts contained or incorporated by reference into this report. These forward-looking statements include statements with respect to the Corporation’s financial condition, results of operations, plans, objectives, future performance and business, including statements preceded by, followed by or that include the words “believes,” “expects,” or “anticipates,” references to estimates or similar expressions. Future filings by the Corporation with the SEC, and future statements other than historical facts contained in written material, press releases and oral statements issued by, or on behalf of the Corporation may also constitute forward-looking statements.
All forward-looking statements contained in this report or which may be contained in future statements made for or on behalf of the Corporation are based upon information available at the time the statement is made and the Corporation assumes no obligation to update any forward-looking statements, except as required by federal securities law. Forward-looking statements are subject to significant risks and uncertainties, and the Corporation’s actual results may differ materially from the expected results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed in forward-looking statements include, but are not limited to, the risk factors in Item 1A, Risk Factors, in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, in Item 1A of Part 2 herein, and as may be described from time to time in the Corporation’s subsequent SEC filings.
Overview
The following discussion and analysis is presented to assist in the understanding and evaluation of the Corporation’s financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Quarterly Report on Form 10-Q and should be read in conjunction therewith. Management continually evaluates strategic acquisition opportunities and various other strategic alternatives that could involve the sale or acquisition of branches or other assets, or the consolidation or creation of subsidiaries. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.
Performance Summary
•Average loans of $24.1 billion decreased $366 million, or 1%, compared to the first three months of 2021. For 2022, the Corporation expects auto finance loan growth of more than $1.2 billion and commercial loan growth, including asset-based lending and equipment finance, of $750 million to $1.0 billion.
•Average deposits of $28.6 billion increased $1.8 billion, or 7%, from the first three months of 2021, driven primarily by increases in low cost deposits partially offset by decreases in higher cost deposits.
•Net interest income of $188 million increased $12 million, or 7%, from the first three months of 2021, and net interest margin was 2.42% compared to 2.39% for the first three months of 2021. The increase in net interest income was driven by higher investment income and lower interest-bearing liability costs, partially offset by lower commercial PPP lending income. For 2022, the Corporation expects net interest income of more than $840 million, assuming a 25 bp increase at each FOMC meeting this year.
•Provision for credit losses had a release of $4 million, compared to a release of $23 million for the first three months of 2021. For 2022, the Corporation expects to adjust the provision to reflect changes to risk grades, economic conditions, loan volumes, and other indications of credit quality.
•Noninterest income of $74 million decreased $21 million, or 22%, from the first three months of 2021, primarily driven by the $16 million, or 65%, decrease in mortgage banking, net, driven by decreased gains on sold loans due to lower mortgage settlements and a reduction of $5 million due to changes in MSRs valuation, net of economic hedges. For 2022, the Corporation expects noninterest income of $290 million to $300 million.
•Noninterest expense of $173 million decreased $2 million, or 1%, from the first three months of 2021. For 2022, the Corporation expects noninterest expense will be approximately $725 million to $740 million.
50
Table 1 Summary Results of Operations: Trends
| Three months ended | |||||||||||||||||
| ($ in Thousands, except per share data) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
| Net income | $ | 74,262 | $ | 76,877 | $ | 88,809 | $ | 91,007 | $ | 94,301 | |||||||
| Net income available to common equity | 71,387 | 74,002 | 84,655 | 86,131 | 89,094 | ||||||||||||
| Earnings per common share - basic | 0.48 | 0.49 | 0.56 | 0.56 | 0.58 | ||||||||||||
| Earnings per common share - diluted | 0.47 | 0.49 | 0.56 | 0.56 | 0.58 | ||||||||||||
| Effective tax rate | 20.07 | % | 16.48 | % | 20.61 | % | 19.81 | % | 20.69 | % | |||||||
51
Table 2 Net Interest Income Analysis
(a) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed interest deductions.
| Three Months Ended | |||||||||||||||||||||||||||||
| Mar 31, 2022 | Dec 31, 2021 | Mar 31, 2021 | |||||||||||||||||||||||||||
| ($ in Thousands) | Average Balance | Interest Income / Expense | Average Yield / Rate | Average Balance | Interest Income / Expense | Average Yield / Rate | Average Balance | Interest Income / Expense | Average Yield / Rate | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Earning assets | |||||||||||||||||||||||||||||
Loans(a)(b)(c) | |||||||||||||||||||||||||||||
| Commercial PPP lending | $ | 43,774 | $ | 1,277 | 11.83 | % | $ | 115,074 | $ | 5,055 | 17.43 | % | $ | 806,699 | $ | 8,900 | 4.47 | % | |||||||||||
Asset-based lending (ABL) & equipment finance (d) | 202,836 | 1,449 | 2.90 | % | 125,507 | 971 | 3.07 | % | 137,862 | 1,072 | 3.15 | % | |||||||||||||||||
| Commercial and business lending (excl PPP, ABL and equipment finance) | 8,815,676 | 52,754 | 2.43 | % | 8,715,796 | 53,401 | 2.43 | % | 8,399,439 | 53,019 | 2.56 | % | |||||||||||||||||
| Commercial real estate lending | 6,177,062 | 43,886 | 2.88 | % | 6,134,049 | 45,040 | 2.91 | % | 6,171,202 | 44,315 | 2.91 | % | |||||||||||||||||
| Total commercial | 15,239,348 | 99,366 | 2.64 | % | 15,090,427 | 104,468 | 2.75 | % | 15,515,202 | 107,307 | 2.80 | % | |||||||||||||||||
| Residential mortgage | 7,671,329 | 55,403 | 2.89 | % | 7,751,337 | 54,952 | 2.84 | % | 7,962,691 | 55,504 | 2.79 | % | |||||||||||||||||
| Auto finance | 305,202 | 2,649 | 3.52 | % | 53,120 | 587 | 4.39 | % | 10,190 | 111 | 4.43 | % | |||||||||||||||||
| Other retail | 881,859 | 10,662 | 4.87 | % | 900,369 | 11,188 | 4.95 | % | 975,266 | 11,519 | 4.75 | % | |||||||||||||||||
| Total loans | 24,097,738 | 168,081 | 2.81 | % | 23,795,253 | 171,195 | 2.86 | % | 24,463,349 | 174,442 | 2.88 | % | |||||||||||||||||
| Investment securities | |||||||||||||||||||||||||||||
| Taxable | 4,363,733 | 16,472 | 1.51 | % | 4,067,612 | 13,317 | 1.31 | % | 2,976,469 | 7,014 | 0.94 | % | |||||||||||||||||
Tax-exempt(a) | 2,384,601 | 20,296 | 3.40 | % | 2,257,106 | 19,617 | 3.48 | % | 1,900,346 | 17,844 | 3.76 | % | |||||||||||||||||
| Other short-term investments | 1,154,939 | 1,993 | 0.70 | % | 1,592,840 | 2,031 | 0.51 | % | 991,844 | 1,694 | 0.69 | % | |||||||||||||||||
| Investments and other | 7,903,273 | 38,761 | 1.96 | % | 7,917,558 | 34,965 | 1.76 | % | 5,868,659 | 26,553 | 1.81 | % | |||||||||||||||||
| Total earning assets | 32,001,010 | $ | 206,842 | 2.60 | % | 31,712,810 | $ | 206,160 | 2.59 | % | 30,332,008 | $ | 200,994 | 2.67 | % | ||||||||||||||
| Other assets, net | 3,199,172 | 3,303,349 | 3,352,135 | ||||||||||||||||||||||||||
| Total assets | $ | 35,200,182 | $ | 35,016,159 | $ | 33,684,143 | |||||||||||||||||||||||
| Liabilities and Stockholders' equity | |||||||||||||||||||||||||||||
| Interest-bearing liabilities | |||||||||||||||||||||||||||||
| Interest-bearing deposits | |||||||||||||||||||||||||||||
| Savings | $ | 4,529,991 | $ | 380 | 0.03 | % | $ | 4,367,233 | $ | 369 | 0.03 | % | $ | 3,810,321 | $ | 332 | 0.04 | % | |||||||||||
| Interest-bearing demand | 6,722,038 | 1,025 | 0.06 | % | 6,506,438 | 1,015 | 0.06 | % | 5,713,270 | 1,178 | 0.08 | % | |||||||||||||||||
| Money market | 7,030,945 | 965 | 0.06 | % | 6,892,803 | 927 | 0.05 | % | 6,875,730 | 1,059 | 0.06 | % | |||||||||||||||||
| Network transaction deposits | 734,895 | 265 | 0.15 | % | 838,255 | 239 | 0.11 | % | 1,080,109 | 327 | 0.12 | % | |||||||||||||||||
| Time deposits | 1,313,101 | 937 | 0.29 | % | 1,381,092 | 1,127 | 0.32 | % | 1,658,568 | 3,014 | 0.74 | % | |||||||||||||||||
| Total interest-bearing deposits | 20,330,970 | 3,571 | 0.07 | % | 19,985,821 | 3,677 | 0.07 | % | 19,137,998 | 5,909 | 0.13 | % | |||||||||||||||||
| Federal funds purchased and securities sold under agreements to repurchase | 293,915 | 38 | 0.05 | % | 293,948 | 40 | 0.05 | % | 136,144 | 26 | 0.08 | % | |||||||||||||||||
| Commercial paper | 27,963 | 1 | 0.01 | % | 44,250 | 2 | 0.01 | % | 42,774 | 6 | 0.05 | % | |||||||||||||||||
| FHLB advances | 1,610,983 | 8,182 | 2.06 | % | 1,621,097 | 8,514 | 2.08 | % | 1,631,895 | 9,493 | 2.36 | % | |||||||||||||||||
| Long-term funding | 249,632 | 2,730 | 4.38 | % | 249,223 | 2,730 | 4.38 | % | 549,585 | 5,585 | 4.07 | % | |||||||||||||||||
| Total short and long-term funding | 2,182,492 | 10,951 | 2.03 | % | 2,208,518 | 11,286 | 2.03 | % | 2,360,397 | 15,109 | 2.58 | % | |||||||||||||||||
| Total interest-bearing liabilities | 22,513,462 | $ | 14,522 | 0.26 | % | 22,194,339 | $ | 14,963 | 0.27 | % | 21,498,395 | $ | 21,018 | 0.40 | % | ||||||||||||||
| Noninterest-bearing demand deposits | 8,316,399 | 8,416,525 | 7,666,561 | ||||||||||||||||||||||||||
| Other liabilities | 383,528 | 401,433 | 415,195 | ||||||||||||||||||||||||||
| Stockholders’ Equity | 3,986,792 | 4,003,863 | 4,103,991 | ||||||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 35,200,182 | $ | 35,016,159 | $ | 33,684,143 | |||||||||||||||||||||||
| Interest rate spread | 2.34 | % | 2.32 | % | 2.27 | % | |||||||||||||||||||||||
| Net free funds | 0.08 | % | 0.08 | % | 0.12 | % | |||||||||||||||||||||||
| Fully tax-equivalent net interest income and net interest margin ("NIM") | $ | 192,320 | 2.42 | % | $ | 191,197 | 2.40 | % | $ | 179,976 | 2.39 | % | |||||||||||||||||
| Fully tax-equivalent adjustment | 4,573 | 4,434 | 4,074 | ||||||||||||||||||||||||||
| Net interest income | $ | 187,747 | $ | 186,763 | $ | 175,902 | |||||||||||||||||||||||
(a) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed interest deductions.
(b) Nonaccrual loans and loans held for sale have been included in the average balances.
(c) Interest income includes amortization of net deferred loan origination costs and net accreted purchase loan discount.
(c) Interest income includes amortization of net deferred loan origination costs and net accreted purchase loan discount.
(d) Periods prior to the first quarter of 2022 do not include equipment finance.
52
Notable Contributions to the Change in Net Interest Income
•Net interest income and fully tax-equivalent net interest income was $12 million, or 7%, higher than the first three months of 2021. Average investments and other short-term investments increased $2.0 billion, or 35%. The increase in net interest income was driven by higher investment income and lower interest-bearing liability costs, partially offset by lower commercial PPP lending income. See sections Interest Rate Risk and Quantitative and Qualitative Disclosures about Market Risk for a discussion of interest rate risk and market risk.
• Average interest-bearing liabilities were up $1.0 billion, or 5%, compared to the first three months of 2021. Interest-bearing deposits increased $1.2 billion, or 6%, primarily driven by an increase in low cost deposits partially offset by decreases in higher cost deposits. Average noninterest-bearing demand deposits were up $650 million, or 8%, versus the first three months of 2021.
• The cost of interest-bearing liabilities decreased 14 bp from the first three months of 2021, primarily attributable to a favorable mix with lower cost core deposit balances increasing and higher cost deposits and long-term funding decreasing.
•The Federal Reserve raised the federal funds target interest to a range of 0.25% to 0.50% in March 2022, which was the first change since the first quarter of 2020.
Provision for Credit Losses
The provision for credit losses is predominantly a function of the Corporation’s reserving methodology and judgments as to other qualitative and quantitative factors used to determine the appropriate level of the ACLL, which focuses on changes in the size and character of the loan portfolio, changes in levels of individually evaluated and other nonaccrual loans, historical losses and delinquencies in each portfolio category, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing economic conditions and economic forecasts, the fair value of underlying collateral, and other factors which could affect potential credit losses. The forecast the Corporation used for March 31, 2022 was the Moody's baseline forecast from February 2022 over a 2 year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period. See additional discussion under the sections titled, Loans, Credit Risk, Nonperforming Assets, and Allowance for Credit Losses on Loans.
53
Noninterest Income
Table 3 Noninterest Income
N/M = Not Meaningful
(a) Includes trust, asset management, brokerage, and annuity fees.
(b) Includes mortgage origination and servicing fees, net of MSRs amortization/decay.
(c) On January 1, 2022, the Corporation made the irrevocable election to account for MSRs at fair value. For all prior periods, MSRs were carried at LOCOM.
(d) Includes the deposit premium on the sale of branches net of miscellaneous costs to sell. See Note 2 Acquisitions and Dispositions for additional details on the branch sales.
(e) $ in millions. Excludes assets held in brokerage accounts.
| Three months ended | Changes vs | ||||||||||||||||||||||
| ($ in Thousands, except as noted) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | Dec 31, 2021 | Mar 31, 2021 | ||||||||||||||||
Wealth management fees(a) | $ | 22,404 | $ | 22,625 | $ | 22,110 | $ | 22,706 | $ | 22,414 | (1) | % | — | % | |||||||||
| Service charges and deposit account fees | 16,856 | 17,039 | 16,962 | 15,549 | 14,855 | (1) | % | 13 | % | ||||||||||||||
| Card-based fees | 9,926 | 11,176 | 11,113 | 10,982 | 9,743 | (11) | % | 2 | % | ||||||||||||||
| Other fee-based revenue | 3,766 | 4,316 | 3,929 | 4,244 | 4,596 | (13) | % | (18) | % | ||||||||||||||
| Total fee-based revenue | 52,952 | 55,157 | 54,113 | 53,480 | 51,608 | (4) | % | 3 | % | ||||||||||||||
| Capital markets, net | 8,646 | 9,674 | 7,114 | 5,696 | 8,118 | (11) | % | 7 | % | ||||||||||||||
Mortgage servicing fees, net(b) | 1,830 | 795 | 323 | (155) | (1,397) | 130 | % | N/M | |||||||||||||||
| Gains and fair value adjustments on loans held for sale | 785 | 3,290 | 8,341 | 8,623 | 14,744 | (76) | % | (95) | % | ||||||||||||||
Changes in mortgage servicing rights valuation, net of economic hedge(c) | 5,776 | 3,955 | 1,993 | (340) | 10,578 | 46 | % | (45) | % | ||||||||||||||
| Mortgage banking, net | 8,391 | 8,041 | 10,657 | 8,128 | 23,925 | 4 | % | (65) | % | ||||||||||||||
| Bank and corporate owned life insurance | 2,071 | 4,704 | 2,760 | 3,088 | 2,702 | (56) | % | (23) | % | ||||||||||||||
| Other | 2,198 | 2,941 | 2,205 | 3,004 | 3,216 | (25) | % | (32) | % | ||||||||||||||
| Subtotal | 74,258 | 80,517 | 76,848 | 73,397 | 89,570 | (8) | % | (17) | % | ||||||||||||||
| Asset gains (losses), net | 188 | 985 | 5,228 | (14) | 4,809 | (81) | % | (96) | % | ||||||||||||||
| Investment securities gains(losses), net | 21 | — | — | 24 | (39) | N/M | N/M | ||||||||||||||||
Gain on the sale of branches, net(d) | — | — | — | 36 | 1,002 | N/M | (100) | % | |||||||||||||||
| Total noninterest income | $ | 74,467 | $ | 81,502 | $ | 82,076 | $ | 73,443 | $ | 95,343 | (9) | % | (22) | % | |||||||||
| Mortgage loans originated for sale during period | $ | 252,113 | $ | 404,398 | $ | 455,842 | $ | 476,670 | $ | 412,645 | (38) | % | (39) | % | |||||||||
| Mortgage loan settlements during period | 296,089 | 426,785 | 463,425 | 484,446 | 400,135 | (31) | % | (26) | % | ||||||||||||||
Assets under management, at market value(e) | 12,937 | 13,679 | 13,148 | 13,141 | 12,553 | (5) | % | 3 | % | ||||||||||||||
(a) Includes trust, asset management, brokerage, and annuity fees.
(b) Includes mortgage origination and servicing fees, net of MSRs amortization/decay.
(c) On January 1, 2022, the Corporation made the irrevocable election to account for MSRs at fair value. For all prior periods, MSRs were carried at LOCOM.
(d) Includes the deposit premium on the sale of branches net of miscellaneous costs to sell. See Note 2 Acquisitions and Dispositions for additional details on the branch sales.
(e) $ in millions. Excludes assets held in brokerage accounts.
Notable Contributions to the Change in Noninterest Income
•Mortgage banking, net decreased $16 million from the first three months of 2021, driven by decreased gains on sold loans due to lower mortgage settlements and a reduction of $5 million due to changes in MSRs valuation, net of economic hedges.
•Asset gains (losses), net decreased $5 million from the first three months of 2021, due to a gain of $2 million from the sale of Whitnell and higher gains from private equity investments during the first three months of 2021.
•Service charges and deposit account fees increased $2 million from the first three months of 2021 as a result of higher overdraft and insufficient funds fees. See Recent Developments for additional details on the Corporation's announcement related to overdraft and insufficient funds fees.
54
Noninterest Expense
Table 4 Noninterest Expense
N/M = Not Meaningful
(a) Average FTEs without overtime
| Three months ended | Change vs | ||||||||||||||||||||||
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | Dec 31, 2021 | Mar 31, 2021 | ||||||||||||||||
| Personnel | $ | 104,811 | $ | 107,787 | $ | 107,880 | $ | 106,994 | $ | 104,026 | (3) | % | 1 | % | |||||||||
| Technology | 21,485 | 20,787 | 19,927 | 20,236 | 20,740 | 3 | % | 4 | % | ||||||||||||||
| Occupancy | 16,080 | 16,863 | 15,814 | 14,679 | 16,156 | (5) | % | — | % | ||||||||||||||
| Business development and advertising | 4,954 | 5,627 | 6,156 | 4,970 | 4,395 | (12) | % | 13 | % | ||||||||||||||
| Equipment | 4,960 | 4,905 | 5,200 | 5,481 | 5,518 | 1 | % | (10) | % | ||||||||||||||
| Legal and professional | 5,087 | 4,428 | 4,304 | 6,661 | 6,530 | 15 | % | (22) | % | ||||||||||||||
| Loan and foreclosure costs | 2,014 | 1,636 | 1,616 | 2,671 | 2,220 | 23 | % | (9) | % | ||||||||||||||
| FDIC assessment | 5,100 | 4,800 | 5,000 | 3,600 | 4,750 | 6 | % | 7 | % | ||||||||||||||
| Other intangible amortization | 2,203 | 2,203 | 2,203 | 2,203 | 2,236 | — | % | (1) | % | ||||||||||||||
| Other | 6,597 | 13,173 | 9,793 | 6,979 | 8,775 | (50) | % | (25) | % | ||||||||||||||
| Total noninterest expense | $ | 173,292 | $ | 182,210 | $ | 177,892 | $ | 174,475 | $ | 175,347 | (5) | % | (1) | % | |||||||||
Average FTEs(a) | 4,018 | 3,992 | 4,010 | 3,990 | 4,020 | 1 | % | — | % | ||||||||||||||
(a) Average FTEs without overtime
Notable Contributions to the Change in Noninterest Expense
•Legal and professional expenses decreased $1 million from the first three months of 2021 as a result of lower consulting costs associated with mortgage activity.
•Other expenses decreased $2 million from the first three months of 2021, primarily driven by a reduction in pension expense.
Income Taxes
The Corporation recognized income tax expense of $19 million for the three months ended March 31, 2022, compared to income tax expense of $25 million for the three months ended March 31, 2021. The Corporation's effective tax rate was 20.07% for the first three months of 2022, compared to an effective tax rate of 20.69% for the first three months of 2021. The decrease in income tax expense during the first three months of 2022 was primarily driven by a decrease in income before tax. The decrease in the effective tax rate was primarily driven by an increase in tax-exempt interest income. The Corporation expects a full year effective tax rate of 19% to 21%, assuming no change in the statutory corporate tax rate.
Income tax expense recorded on the consolidated statements of income involves the interpretation and application of certain accounting pronouncements and federal and state tax laws and regulations. The Corporation is subject to examination by various taxing authorities. Examination by taxing authorities may impact the amount of tax expense and/or the reserve for uncertainty in income taxes if their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations.
55
Balance Sheet Analysis
•At March 31, 2022, total assets were $35.0 billion, down $148 million from December 31, 2021 and up $381 million, or 1%, from March 31, 2021.
•Interest bearing deposits in other financial institutions were $167 million at March 31, 2022, down $515 million, or 76%, from December 31, 2021 and down $1.4 billion, or 90%, from March 31, 2021, due to the deployment of excess liquidity into investment securities purchases and loan growth.
•Investment securities AFS, at fair value were $2.8 billion at March 31, 2022, down $1.6 billion, or 36%, from December 31, 2021, and down $576 million, or 17%, from March 31, 2021. Investment securities HTM, net, at amortized cost were $3.9 billion at March 31, 2022, up $1.7 billion, or 76%, from December 31, 2021 and up $2.1 billion, or 112%, from March 31, 2021, driven by the deployment of cash into higher yielding assets and a $1.6 billion transfer of investment securities AFS, at fair value, to investment securities HTM, net, at amortized cost during the first quarter of 2022. See Note 6 Investment Securities for additional details.
•Loans of $24.5 billion at March 31, 2022 were up $307 million, or 1%, from December 31, 2021 and up $370 million, or 2%, from March 31, 2021. See Note 7 Loans for additional details.
•At March 31, 2022, total deposits of $28.4 billion were down $61 million from December 31, 2021 and were up $728 million, or 3%, from March 31, 2021. Government stimulus programs and changed savings habits have led to customers holding higher deposit balances. See section Deposits and Customer Funding for additional information on deposits.
•Other long-term funding was $250 million at March 31, 2022 and $249 million at December 31, 2021 and was down $300 million, or 55%, from March 31, 2021, primarily driven by the redemption of the Bank's senior notes on July 13, 2021. See Note 9 Short and Long-Term Funding for additional details.
•Preferred equity was $193 million at March 31, 2022 and December 31, 2021 and was down $160 million, or 45%, from March 31, 2021, as a result of the redemption of the Corporation's Series C Preferred Stock during the second quarter of 2021 and the redemption of the Corporation's Series D Preferred Stock during the third quarter of 2021.
Loans
Table 5 Period End Loan Composition
| Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||||||||||||||||||
| ($ in Thousands) | Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | ||||||||||||||||||||||
| PPP | $ | 17,995 | — | % | $ | 66,070 | — | % | $ | 182,121 | 1 | % | $ | 405,482 | 2 | % | $ | 836,566 | 3 | % | ||||||||||||
Asset-based lending & equipment finance(a) | 231,040 | 1 | % | 178,027 | 1 | % | 111,027 | — | % | 105,726 | — | % | 137,537 | 1 | % | |||||||||||||||||
| Commercial and industrial | 8,102,380 | 33 | % | 8,208,289 | 34 | % | 7,816,432 | 33 | % | 7,803,393 | 33 | % | 7,526,964 | 31 | % | |||||||||||||||||
| Commercial real estate — owner occupied | 973,572 | 4 | % | 971,326 | 4 | % | 879,554 | 4 | % | 880,755 | 4 | % | 883,237 | 4 | % | |||||||||||||||||
| Commercial and business lending | 9,324,986 | 38 | % | 9,423,711 | 39 | % | 8,989,133 | 38 | % | 9,195,355 | 38 | % | 9,384,303 | 39 | % | |||||||||||||||||
| Commercial real estate — investor | 4,469,241 | 18 | % | 4,384,569 | 18 | % | 4,296,489 | 18 | % | 4,300,651 | 18 | % | 4,260,706 | 18 | % | |||||||||||||||||
| Real estate construction | 1,760,076 | 7 | % | 1,808,976 | 7 | % | 1,834,871 | 8 | % | 1,880,897 | 8 | % | 1,882,299 | 8 | % | |||||||||||||||||
| Commercial real estate lending | 6,229,317 | 25 | % | 6,193,545 | 26 | % | 6,131,360 | 26 | % | 6,181,549 | 26 | % | 6,143,004 | 25 | % | |||||||||||||||||
| Total commercial | 15,554,303 | 63 | % | 15,617,256 | 64 | % | 15,120,493 | 64 | % | 15,376,904 | 64 | % | 15,527,307 | 64 | % | |||||||||||||||||
| Residential mortgage | 7,609,343 | 31 | % | 7,567,310 | 31 | % | 7,590,895 | 32 | % | 7,638,372 | 32 | % | 7,685,218 | 32 | % | |||||||||||||||||
| Auto finance | 497,523 | 2 | % | 143,045 | 1 | % | 6,739 | — | % | 7,817 | — | % | 9,165 | — | % | |||||||||||||||||
| Home equity | 580,867 | 2 | % | 595,615 | 2 | % | 608,566 | 3 | % | 631,783 | 3 | % | 651,647 | 3 | % | |||||||||||||||||
| Other consumer | 289,889 | 1 | % | 301,723 | 1 | % | 294,979 | 1 | % | 292,660 | 1 | % | 288,990 | 1 | % | |||||||||||||||||
| Total consumer | 8,977,622 | 37 | % | 8,607,693 | 36 | % | 8,501,180 | 36 | % | 8,570,632 | 36 | % | 8,635,020 | 36 | % | |||||||||||||||||
| Total loans | $ | 24,531,926 | 100 | % | $ | 24,224,949 | 100 | % | $ | 23,621,673 | 100 | % | $ | 23,947,536 | 100 | % | $ | 24,162,328 | 100 | % | ||||||||||||
(a) Periods prior to the first quarter of 2022 do not include equipment finance.
The Corporation has long-term guidelines relative to the proportion of Commercial and Business, CRE, and Consumer loan commitments within the overall loan portfolio, with each targeted to represent 30 to 40% of the overall loan portfolio. The targeted long-term guidelines were unchanged during 2021 and the first three months of 2022. Furthermore, certain sub-asset classes within the respective portfolios are further defined and dollar limitations are placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the Enterprise Risk Committee of the Corporation’s Board of Directors. These guidelines and limits are designed to create balance and diversification within the loan portfolios.
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The Corporation’s loan distribution and interest rate sensitivity as of March 31, 2022 are summarized in the following table:
Table 6 Loan Distribution and Interest Rate Sensitivity
(a) Demand loans, past due loans, overdrafts, and credit cards are reported in the “Within 1 Year” category.
| ($ in Thousands) | Within 1 Year(a) | 1-5 Years | 5-15 Years | Over 15 Years | Total | % of Total | ||||||||||||||
| PPP | $ | 1,640 | $ | 16,355 | $ | — | $ | — | $ | 17,995 | — | % | ||||||||
| Asset-based lending & equipment finance | 176,817 | 40,122 | 14,101 | — | 231,040 | 1 | % | |||||||||||||
| Commercial and industrial | 7,579,861 | 419,869 | 84,386 | 18,264 | 8,102,380 | 33 | % | |||||||||||||
| Commercial real estate — owner occupied | 548,348 | 301,720 | 122,925 | 578 | 973,572 | 4 | % | |||||||||||||
| Commercial real estate — investor | 4,040,023 | 277,790 | 151,149 | 280 | 4,469,241 | 18 | % | |||||||||||||
| Real estate construction | 1,704,706 | 45,061 | 3,143 | 7,166 | 1,760,076 | 7 | % | |||||||||||||
| Commercial - adjustable | 8,321,120 | 147,966 | 12,970 | 6,769 | 8,488,825 | 35 | % | |||||||||||||
| Commercial - fixed | 5,730,275 | 952,951 | 362,734 | 19,519 | 7,065,479 | 29 | % | |||||||||||||
| Residential mortgage - adjustable | 367,114 | 594,375 | 1,454,319 | 271 | 2,416,079 | 10 | % | |||||||||||||
| Residential mortgage - fixed | 29,390 | 97,088 | 601,445 | 4,465,341 | 5,193,263 | 21 | % | |||||||||||||
| Auto finance | 294 | 93,605 | 403,624 | — | 497,523 | 2 | % | |||||||||||||
| Home equity | 22,315 | 67,747 | 97,668 | 393,137 | 580,867 | 2 | % | |||||||||||||
| Other consumer | 53,423 | 47,647 | 156,294 | 32,526 | 289,889 | 1 | % | |||||||||||||
| Total loans | $ | 14,523,931 | $ | 2,001,378 | $ | 3,089,053 | $ | 4,917,562 | $ | 24,531,926 | 100 | % | ||||||||
| Fixed-rate | $ | 5,760,092 | $ | 1,125,296 | $ | 750,299 | $ | 4,888,686 | $ | 12,524,372 | 51 | % | ||||||||
| Floating or adjustable rate | 8,763,840 | 876,083 | 2,338,755 | 28,877 | 12,007,554 | 49 | % | |||||||||||||
| Total | $ | 14,523,931 | $ | 2,001,378 | $ | 3,089,053 | $ | 4,917,562 | $ | 24,531,926 | 100 | % | ||||||||
At March 31, 2022, $17.8 billion, or 72%, of the loans outstanding and $14.2 billion or 91% of the commercial loans outstanding were floating rate, adjustable rate, re-pricing within one year, or maturing within one year.
Credit Risk
An active credit risk management process is used for commercial loans to ensure that sound and consistent credit decisions are made. Credit risk is controlled by detailed underwriting procedures, comprehensive loan administration, and periodic review of borrowers’ outstanding loans and commitments. Borrower relationships are formally reviewed and graded on an ongoing basis for early identification of potential problems. Further analysis by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations. See Note 7 Loans of the notes to consolidated financial statements for additional information on managing overall credit quality.
The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas within the Corporation's branch footprint. Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At March 31, 2022, no significant concentrations existed in the Corporation’s portfolio in excess of 10% of total loan exposure.
Commercial and business lending: The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies, small businesses, and lease financing.
Table 7 Largest Commercial and Industrial Industry Group Exposures, by NAICS Subsector
| March 31, 2022 | NAICS Subsector | Outstanding Balance | Total Exposure | % of Total Loan Exposure | ||||||||||
Credit Intermediation and Related Activities(a) | 522 | $ | 1,130,942 | $ | 2,773,669 | 8 | % | |||||||
Real Estate(b) | 531 | 1,510,493 | 2,735,180 | 8 | % | |||||||||
Utilities(c) | 221 | 1,827,305 | 2,019,958 | 6 | % | |||||||||
(a) Includes mortgage warehouse lines
(b) Includes REIT lines
(c) 60% of the total exposure supports wind and solar projects
The remaining commercial and industrial portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure.
The CRE-owner occupied portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure.
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The credit risk related to commercial loans is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.
Commercial real estate - investor: CRE-investor is comprised of loans secured by various non-owner occupied or investor income producing property types.
Table 8 Largest Commercial Real Estate Investor Property Type Exposures
| March 31, 2022 | % of Total Loan Exposure | % of Total Commercial Real Estate - Investor Loan Exposure | ||||||
| Multi-Family | 4 | % | 29 | % | ||||
| Office | 3 | % | 24 | % | ||||
| Industrial | 3 | % | 23 | % | ||||
The remaining CRE-investor portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.
Credit risk is managed in a similar manner to commercial and business lending by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the borrower’s financial soundness and relationship on an ongoing basis.
Real estate construction: Real estate construction loans are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multi-family projects, or residential development, both single family and condominium. Real estate construction loans are made to developers and project managers who are generally well known to the Corporation and have prior successful project experience. The credit risk associated with real estate construction loans is generally confined to specific geographic areas but is also influenced by general economic conditions. The Corporation controls the credit risk on these types of loans by making loans in familiar markets to developers, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.
Table 9 Largest Real Estate Construction Property Type Exposures
| March 31, 2022 | % of Total Loan Exposure | % of Total Real Estate Construction Loan Exposure | ||||||
| Multi-Family | 4 | % | 34 | % | ||||
| Single Family | 3 | % | 24 | % | ||||
| Industrial | 3 | % | 23 | % | ||||
The remaining real estate construction portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.
The Corporation’s current lending standards for CRE and real estate construction lending are determined by property type and specifically address many criteria, including: maximum loan amounts, maximum LTV, requirements for pre-leasing and / or presales, minimum borrower equity, and maximum loan-to-cost. Currently, the maximum standard for LTV is 80%, with lower limits established for certain higher risk types, such as raw land that has a 50% LTV maximum. The Corporation’s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate construction loans, the loan amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and / or sell out.
Residential mortgages: Residential mortgage loans are primarily first lien home mortgages with a maximum loan-to-collateral value without credit enhancement (e.g. private mortgage insurance) of 80%. The residential mortgage portfolio is focused primarily in the Corporation's three-state branch footprint, with approximately 87% of the outstanding loan balances in the Corporation's branch footprint at March 31, 2022. The majority of the on balance sheet residential mortgage portfolio consists of constant maturity treasury based, hybrid, adjustable rate mortgage loans with initial fixed rate terms of 3, 5, 7, or 10 years. The rates on these mortgages adjust based upon the movement in the underlying index which is then added to a margin and rounded to the nearest 0.125%. That result is then subjected to any periodic caps to produce the borrower's interest rate for the coming term.
The Corporation generally retains certain fixed-rate residential real estate mortgages in its loan portfolio, including retail and private banking jumbo mortgages and CRA-related mortgages. As part of management’s historical practice of originating and servicing residential mortgage loans, generally the Corporation’s 30 year, agency conforming, fixed-rate residential real estate mortgage loans have been sold in the secondary market with servicing rights retained. Subject to management’s analysis of the
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current interest rate environment, among other market factors, the Corporation may choose to retain mortgage loan production on its balance sheet. See section Loans for additional information on loans.
The Corporation’s underwriting and risk-based pricing guidelines for residential mortgage loans include minimum borrower FICO score and maximum LTV of the property securing the loan. Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines.
Home equity: Home equity consists of both home equity lines of credit and closed-end home equity loans. The Corporation’s credit risk monitoring guidelines for home equity are based on an ongoing review of loan delinquency status, as well as a quarterly review of FICO score deterioration and property devaluation. The Corporation does not routinely obtain appraisals on performing loans to update LTV ratios after origination; however, the Corporation monitors the local housing markets by reviewing the various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring process. For junior lien home equity loans, the Corporation is unable to track the performance of the first lien loan if it does not own or service the first lien loan. However, the Corporation obtains a refreshed FICO score on a quarterly basis and monitors this as part of its assessment of the home equity portfolio.
The Corporation’s underwriting and risk-based pricing guidelines for home equity lines of credit and loans consist of a combination of both borrower FICO score and the original cumulative LTV against the property securing the loan. Currently, the Corporation's policy sets the maximum acceptable LTV at 90% and the minimum acceptable FICO score at 670. The Corporation's current home equity line of credit offering is priced based on floating rate indices and generally allows 10 years of interest-only payments followed by a 20-year amortization of the outstanding balance. The loans in the Corporation's portfolio generally have an original term of 20 years with principal and interest payments required. See section Loans for additional information on loans.
Indirect Auto: The Corporation currently purchases retail auto sales contracts via a network of approved auto dealerships across 13 states throughout the Northeast, Mid-Atlantic and Midwestern United States. The auto dealerships finance the sale of automobiles as the initial lender and then assign the contracts to the Corporation pursuant to dealer agreements. The Corporation’s underwriting and pricing guidelines are based on a dual risk grade derived from a combination of FICO auto score and proprietary internal custom score. Minimum grade and FICO score standards ensure the credit risk is appropriately managed to the Corporation’s risk appetite. Further, the grade influences loan-specific parameters such as vehicle age, term, LTV, loan amount, mileage, payment and debt service thresholds, and pricing. Maximum loan terms offered are 84 months on select grades with vehicle age, mileage, and other limitations in place to qualify. The program is designed to capture primarily prime and super prime contracts. Over time, the Corporation expects roughly 60% of originations to be secured by used vehicles.
Other consumer: Other consumer consists of student loans, short-term personal installment loans, and credit cards. The Corporation had $96 million and $101 million of student loans at March 31, 2022 and December 31, 2021, respectively, the majority of which are government guaranteed. Currently, there is federal student loan relief in effect through August 31, 2022. Credit risk for non-government guaranteed student loans, short-term personal installment loans, and credit cards is influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery of these smaller consumer loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions. The student loan portfolio is in run-off and no new student loans are being originated.
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Nonperforming Assets
Management is committed to a proactive nonaccrual and problem loan identification philosophy. This philosophy is implemented through the ongoing monitoring and review of all pools of risk in the loan portfolio to ensure that problem loans are identified quickly and the risk of loss is minimized. Table 10 provides detailed information regarding NPAs, which include nonaccrual loans, OREO, and other NPAs:
Table 10 Nonperforming Assets
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
| Nonperforming assets | |||||||||||||||||
| PPP | $ | 41 | $ | 46 | $ | — | $ | — | $ | — | |||||||
| Commercial and industrial | 225 | 6,233 | 8,497 | 18,380 | 33,192 | ||||||||||||
| Commercial real estate — owner occupied | — | — | 7 | 7 | 7 | ||||||||||||
| Commercial and business lending | 266 | 6,279 | 8,504 | 18,387 | 33,200 | ||||||||||||
| Commercial real estate — investor | 80,886 | 60,677 | 61,504 | 63,003 | 58,485 | ||||||||||||
| Real estate construction | 609 | 177 | 247 | 247 | 327 | ||||||||||||
| Commercial real estate lending | 81,495 | 60,855 | 61,751 | 63,250 | 58,813 | ||||||||||||
| Total commercial | 81,761 | 67,134 | 70,256 | 81,637 | 92,012 | ||||||||||||
| Residential mortgage | 53,827 | 55,362 | 56,678 | 56,795 | 61,256 | ||||||||||||
| Auto finance | 49 | 52 | 67 | 56 | 36 | ||||||||||||
| Home equity | 7,490 | 7,726 | 7,838 | 8,517 | 9,792 | ||||||||||||
| Other consumer | 95 | 170 | 222 | 131 | 195 | ||||||||||||
| Total consumer | 61,460 | 63,309 | 64,806 | 65,498 | 71,280 | ||||||||||||
| Total nonaccrual loans | 143,221 | 130,443 | 135,062 | 147,135 | 163,292 | ||||||||||||
| Commercial real estate owned | 861 | 984 | 1,005 | 1,318 | 2,092 | ||||||||||||
| Residential real estate owned | 2,209 | 3,666 | 2,126 | 2,438 | 1,501 | ||||||||||||
Bank properties real estate owned(a) | 15,123 | 24,969 | 30,724 | 20,244 | 20,995 | ||||||||||||
| OREO | 18,194 | 29,619 | 33,855 | 24,000 | 24,588 | ||||||||||||
| Total nonperforming assets | $ | 161,414 | $ | 160,062 | $ | 168,917 | $ | 171,135 | $ | 187,880 | |||||||
| Accruing loans past due 90 days or more | |||||||||||||||||
| Commercial | $ | 125 | $ | 151 | $ | 98 | $ | 203 | $ | 190 | |||||||
| Consumer | 1,470 | 1,111 | 932 | 1,099 | 1,485 | ||||||||||||
| Total accruing loans past due 90 days or more | $ | 1,595 | $ | 1,263 | $ | 1,029 | $ | 1,302 | $ | 1,675 | |||||||
| Restructured loans (accruing) | |||||||||||||||||
| Commercial | $ | 10,127 | $ | 22,763 | $ | 25,582 | $ | 26,353 | $ | 27,356 | |||||||
| Consumer | 19,876 | 19,768 | 18,917 | 15,582 | 13,464 | ||||||||||||
| Total restructured loans (accruing) | $ | 30,003 | $ | 42,530 | $ | 44,499 | $ | 41,935 | $ | 40,820 | |||||||
| Nonaccrual restructured loans (included in nonaccrual loans) | $ | 19,352 | $ | 17,426 | $ | 15,226 | $ | 17,237 | $ | 17,624 | |||||||
| Ratios | |||||||||||||||||
| Nonaccrual loans to total loans | 0.58 | % | 0.54 | % | 0.57 | % | 0.61 | % | 0.68 | % | |||||||
| NPAs to total loans plus OREO | 0.66 | % | 0.66 | % | 0.71 | % | 0.71 | % | 0.78 | % | |||||||
| NPAs to total assets | 0.46 | % | 0.46 | % | 0.49 | % | 0.50 | % | 0.54 | % | |||||||
| Allowance for credit losses on loans to nonaccrual loans | 221.92 | % | 245.16 | % | 246.02 | % | 247.45 | % | 247.23 | % | |||||||
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Table 10 Nonperforming Assets (continued)
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
| Accruing loans 30-89 days past due | |||||||||||||||||
| PPP | $ | 1 | $ | 83 | $ | 568 | $ | — | $ | — | |||||||
| Commercial and industrial | 1,085 | 632 | 1,229 | 258 | 526 | ||||||||||||
| Commercial real estate — owner occupied | 198 | 163 | 30 | 47 | — | ||||||||||||
| Commercial and business lending | 1,284 | 878 | 1,827 | 306 | 526 | ||||||||||||
| Commercial real estate — investor | — | 616 | 17,021 | 391 | 5,999 | ||||||||||||
| Real estate construction | — | 1,620 | — | 117 | 977 | ||||||||||||
| Commercial real estate lending | — | 2,236 | 17,021 | 509 | 6,976 | ||||||||||||
| Total commercial | 1,284 | 3,114 | 18,848 | 814 | 7,502 | ||||||||||||
| Residential mortgage | 4,957 | 6,169 | 7,095 | 5,015 | 3,973 | ||||||||||||
| Auto finance | 949 | 11 | 10 | 38 | 24 | ||||||||||||
| Home equity | 4,207 | 3,711 | 2,931 | 2,472 | 2,352 | ||||||||||||
| Other consumer | 1,232 | 2,307 | 1,272 | 1,036 | 1,246 | ||||||||||||
| Total consumer | 11,345 | 12,198 | 11,308 | 8,562 | 7,594 | ||||||||||||
| Total accruing loans 30-89 days past due | $ | 12,629 | $ | 15,312 | $ | 30,156 | $ | 9,376 | $ | 15,097 | |||||||
| Potential problem loans | |||||||||||||||||
PPP(b) | $ | 54 | $ | 2,000 | $ | 4,160 | $ | 8,695 | $ | 22,398 | |||||||
Asset-based lending & equipment finance(c) | 19,057 | 17,697 | — | — | — | ||||||||||||
| Commercial and industrial | 93,396 | 120,561 | 124,990 | 77,064 | 122,143 | ||||||||||||
| Commercial real estate — owner occupied | 24,005 | 26,723 | 21,241 | 17,828 | 15,965 | ||||||||||||
| Commercial and business lending | 136,513 | 166,981 | 150,391 | 103,587 | 160,506 | ||||||||||||
| Commercial real estate — investor | 130,792 | 106,138 | 78,962 | 71,613 | 85,752 | ||||||||||||
| Real estate construction | 200 | 21,408 | 19,187 | 16,465 | 13,977 | ||||||||||||
| Commercial real estate lending | 130,992 | 127,546 | 98,150 | 88,078 | 99,728 | ||||||||||||
| Total commercial | 267,505 | 294,527 | 248,541 | 191,665 | 260,234 | ||||||||||||
| Residential mortgage | 3,032 | 2,214 | 2,374 | 3,024 | 2,524 | ||||||||||||
| Home equity | 156 | 165 | 171 | 1,558 | 1,729 | ||||||||||||
| Total consumer | 3,188 | 2,379 | 2,546 | 4,583 | 4,254 | ||||||||||||
| Total potential problem loans | $ | 270,693 | $ | 296,905 | $ | 251,087 | $ | 196,248 | $ | 264,488 | |||||||
(a) Primarily closed branches and other bank operated real estate facilities, pending disposition.
(b) The Corporation’s policy is to assign risk ratings at the borrower level. PPP loans are 100% guaranteed by the SBA and therefore the Corporation considers these loans to have a
risk profile similar to pass rated loans.
risk profile similar to pass rated loans.
(c) Periods prior to the first quarter of 2022 do not include equipment finance.
Nonaccrual loans: Nonaccrual loans are considered to be one indicator of potential future loan losses. See Note 7 Loans of the notes to consolidated financial statements for additional nonaccrual loan disclosures. See also sections Credit Risk and Allowance for Credit Losses on Loans.
Accruing loans past due 90 days or more: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection.
Restructured loans: Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. See also Note 7 Loans of the notes to consolidated financial statements for additional restructured loans disclosures.
Potential problem loans: The level of potential problem loans is another predominant factor in determining the relative level of risk in the loan portfolio and in determining the appropriate level of the ACLL. Potential problem loans are generally defined by management to include loans rated as substandard by management that are collectively evaluated (not nonaccrual loans or accruing TDRs); however, there are circumstances present to create doubt as to the ability of the borrower to comply with present repayment terms. The decision of management to include performing loans in potential problem loans does not necessarily mean that the Corporation expects losses to occur, but that management recognizes a higher degree of risk associated with these loans.
OREO: Management actively seeks to ensure OREO properties held are monitored to minimize the Corporation’s risk of loss.
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Allowance for Credit Losses on Loans
Credit risks within the loan portfolio are inherently different for each loan type. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and timely resolution of problems, aids in the management of credit risk and the minimization of loan losses. Credit risk management for each loan type is discussed in the section entitled Credit Risk. See Note 7 Loans of the notes to consolidated financial statements for additional disclosures on the ACLL.
To assess the appropriateness of the ACLL, the Corporation focuses on the evaluation of many factors, including but not limited to: evaluation of facts and issues related to specific loans, management’s ongoing review and grading of the loan portfolio, credit report refreshes, consideration of historical loan loss and delinquency experience on each portfolio category, trends in past due and nonaccrual loans, the level of potential problem loans, the risk characteristics of the various classifications of loan segments, changes in the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions and economic forecasts, the fair value of underlying collateral, funding assumptions on lines, and other qualitative and quantitative factors which could affect potential credit losses. The Corporation utilized the Moody's baseline forecast for February 2022 in the allowance model. The forecast is applied over a 2 year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period. Assessing these factors involves significant judgment. Because each of the criteria used is subject to change, the ACLL is not necessarily indicative of the trend of future credit losses on loans in any particular segment. Therefore, management considers the ACLL a critical accounting estimate, see section Critical Accounting Estimates for additional information on the ACLL. See section Nonperforming Assets for a detailed discussion on asset quality. See also Note 7 Loans of the notes to consolidated financial statements for additional ACLL disclosures. Table 5 provides information on loan growth and period end loan composition, Table 10 provides additional information regarding NPAs, and Table 11 and Table 12 provide additional information regarding activity in the ACLL.
The loan segmentation used in calculating the ACLL at March 31, 2022 and December 31, 2021 was generally comparable. The methodology to calculate the ACLL consists of the following components: a valuation allowance estimate is established for commercial and consumer loans determined by the Corporation to be individually evaluated, using discounted cash flows, estimated fair value of underlying collateral, and/or other data available. Loans are segmented for criticized loan pools by loan type as well as for non-criticized loan pools by loan type, primarily based on historical loss rates after considering loan type, historical loss and delinquency experience, credit quality, and industry classifications. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. The loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. Additionally, management allocates ACLL to absorb losses that may not be provided for by the other components due to qualitative factors evaluated by management, such as limitations within the credit risk grading process, known current economic or business conditions that may not yet show in trends, industry or other concentrations with current issues that impose higher inherent risks than are reflected in the loss factors, and other relevant considerations. The total allowance is available to absorb losses from any segment of the loan portfolio.
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Table 11 Allowance for Credit Losses on Loans
| Quarter Ended | |||||||||||||||||
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
| Allowance for Loan Losses | |||||||||||||||||
| Balance at beginning of period | $ | 280,015 | $ | 290,997 | $ | 318,811 | $ | 352,938 | $ | 383,702 | |||||||
| Provision for loan losses | (3,000) | (4,500) | (20,000) | (29,500) | (26,000) | ||||||||||||
| Charge offs | (2,028) | (8,869) | (10,929) | (7,681) | (13,174) | ||||||||||||
| Recoveries | 4,072 | 2,387 | 3,115 | 3,054 | 8,410 | ||||||||||||
| Net (charge offs) recoveries | 2,044 | (6,482) | (7,814) | (4,628) | (4,764) | ||||||||||||
| Balance at end of period | $ | 279,058 | $ | 280,015 | $ | 290,997 | $ | 318,811 | $ | 352,938 | |||||||
| Allowance for Unfunded Commitments | |||||||||||||||||
| Balance at beginning of period | $ | 39,776 | $ | 41,276 | $ | 45,276 | $ | 50,776 | $ | 47,776 | |||||||
| Provision for unfunded commitments | (1,000) | (1,500) | (4,000) | (5,500) | 3,000 | ||||||||||||
| Balance at end of period | $ | 38,776 | $ | 39,776 | $ | 41,276 | $ | 45,276 | $ | 50,776 | |||||||
| Allowance for credit losses on loans | $ | 317,835 | $ | 319,791 | $ | 332,273 | $ | 364,087 | $ | 403,714 | |||||||
| Provision for credit losses on loans | (4,000) | (6,000) | (24,000) | (35,000) | (23,000) | ||||||||||||
| Net loan (charge offs) recoveries | |||||||||||||||||
Asset-based lending & equipment finance(a) | $ | — | $ | 27 | $ | 91 | $ | 261 | $ | 33 | |||||||
| Commercial and industrial | 1,854 | (6,669) | (9,149) | 1,072 | 1,334 | ||||||||||||
| Commercial real estate — owner occupied | 3 | 4 | 106 | 5 | 4 | ||||||||||||
| Commercial and business lending | 1,857 | (6,638) | (8,951) | 1,338 | 1,370 | ||||||||||||
| Commercial real estate — investor | — | 109 | 181 | (5,589) | (5,886) | ||||||||||||
| Real estate construction | 32 | 52 | 18 | 23 | 29 | ||||||||||||
| Commercial real estate lending | 32 | 162 | 199 | (5,566) | (5,857) | ||||||||||||
| Total commercial | 1,889 | (6,476) | (8,752) | (4,228) | (4,487) | ||||||||||||
| Residential mortgage | 288 | (6) | 300 | (223) | (109) | ||||||||||||
| Auto finance | 4 | (11) | 8 | 3 | 9 | ||||||||||||
| Home equity | 315 | 546 | 959 | 337 | 344 | ||||||||||||
| Other consumer | (451) | (534) | (329) | (517) | (521) | ||||||||||||
| Total consumer | 155 | (6) | 938 | (400) | (277) | ||||||||||||
| Total net (charge offs) recoveries | $ | 2,044 | $ | (6,482) | $ | (7,814) | $ | (4,628) | $ | (4,764) | |||||||
| Ratios | |||||||||||||||||
| Allowance for credit losses on loans to total loans | 1.30 | % | 1.32 | % | 1.41 | % | 1.52 | % | 1.67 | % | |||||||
| Allowance for credit losses on loans to net charge offs (annualized) | N/M | 12.4x | 10.7x | 19.6x | 20.9x | ||||||||||||
| Loan Evaluation Method for ACLL | |||||||||||||||||
| Individually evaluated for impairment | $ | 13,625 | $ | 15,194 | $ | 19,913 | $ | 29,352 | $ | 43,262 | |||||||
| Collectively evaluated for impairment | 304,210 | 304,597 | 312,359 | 334,734 | 360,452 | ||||||||||||
| Total ACLL | $ | 317,835 | $ | 319,791 | $ | 332,273 | $ | 364,087 | $ | 403,714 | |||||||
| Loan Balance | |||||||||||||||||
| Individually evaluated for impairment | $ | 110,445 | $ | 115,643 | $ | 131,484 | $ | 141,817 | $ | 180,006 | |||||||
| Collectively evaluated for impairment | 24,421,481 | 24,109,306 | 23,490,189 | 23,805,719 | 23,982,321 | ||||||||||||
| Total loan balance | $ | 24,531,926 | $ | 24,224,949 | $ | 23,621,673 | $ | 23,947,536 | $ | 24,162,328 | |||||||
(a) Periods prior to the first quarter of 2022 do not include equipment finance.
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Table 12 Annualized Net (Charge Offs) Recoveries(a)
| Quarter Ended | |||||||||||||||||
| (In basis points) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
| Net loan (charge offs) recoveries | |||||||||||||||||
Asset-based lending & equipment finance(b) | — | 9 | 36 | 87 | 10 | ||||||||||||
| Commercial and industrial | 10 | (34) | (47) | 6 | 7 | ||||||||||||
| Commercial real estate — owner occupied | — | — | 5 | — | — | ||||||||||||
| Commercial and business lending | 8 | (29) | (40) | 6 | 6 | ||||||||||||
| Commercial real estate — investor | — | 1 | 2 | (52) | (55) | ||||||||||||
| Real estate construction | 1 | 1 | — | 1 | 1 | ||||||||||||
| Commercial real estate lending | — | 1 | 1 | (36) | (38) | ||||||||||||
| Total commercial | 5 | (17) | (23) | (11) | (12) | ||||||||||||
| Residential mortgage | 2 | — | 2 | (1) | (1) | ||||||||||||
| Auto finance | 1 | (9) | 43 | 15 | 37 | ||||||||||||
| Home equity | 22 | 36 | 61 | 21 | 21 | ||||||||||||
| Other consumer | (62) | (71) | (44) | (72) | (72) | ||||||||||||
| Total consumer | 1 | — | 4 | (2) | (1) | ||||||||||||
| Total net (charge offs) recoveries | 3 | (11) | (13) | (8) | (8) | ||||||||||||
(a) Annualized ratio of net charge offs to average loans by loan type.
(b) Periods prior to the first quarter of 2022 do not include equipment finance.
Notable Contributions to the Change in the Allowance for Credit Losses on Loans
•Potential problem loans decreased $26 million, or 9%, from December 31, 2021, and increased $6 million, or 2%, from March 31, 2021. The decrease from December 31, 2021 was primarily driven by commercial and industrial and real estate construction lending, partially offset by an increase in CRE-investor lending. The increase from March 31, 2021 was primarily driven by increases in CRE-investor, asset-based, and CRE-owner occupied lending. These increases were partially offset by decreases in commercial and industrial, PPP, and real estate construction lending. See Table 10 for additional information regarding potential problem loans.
•Total nonaccrual loans increased $13 million, or 10%, from December 31, 2021, and decreased $20 million, or 12%, from March 31, 2021. The increase from December 31, 2021 was primarily due to an increase in CRE-investor lending, which was partially offset by a decrease in commercial and industrial lending. The decrease from March 31, 2021 was primarily driven by decreases in commercial and industrial, residential mortgage, and home equity lending. These decreases were partially offset by an increase in CRE-investor lending. See Note 7 Loans of the notes to consolidated financial statements and Table 10 for additional disclosures on the changes in asset quality.
•Net charge offs (recoveries) decreased $7 million from March 31, 2021 to a recovery position, primarily driven by no charge offs in the CRE-investor portfolio in the current period, combined with net recoveries in the commercial and industrial portfolio. See Table 11 and Table 12 for additional information on the activity in the ACLL.
Management believes the level of ACLL to be appropriate at March 31, 2022.
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Deposits and Customer Funding
The following table summarizes the composition of our deposits and customer funding:
Table 13 Period End Deposit and Customer Funding Composition
(a) Securities sold under agreement to repurchase and commercial paper.
(b) Included above in interest-bearing demand and money market.
| Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||||||||||||||||||
| ($ in Thousands) | Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | Amount | % of Total | ||||||||||||||||||||||
| Noninterest-bearing demand | $ | 8,315,699 | 29 | % | $ | 8,504,077 | 30 | % | $ | 8,170,105 | 29 | % | $ | 7,999,143 | 29 | % | $ | 8,496,194 | 31 | % | ||||||||||||
| Savings | 4,661,232 | 16 | % | 4,410,198 | 15 | % | 4,278,453 | 15 | % | 4,182,651 | 15 | % | 4,032,830 | 15 | % | |||||||||||||||||
| Interest-bearing demand | 6,616,767 | 23 | % | 7,019,782 | 25 | % | 6,407,844 | 23 | % | 5,969,285 | 22 | % | 5,748,353 | 21 | % | |||||||||||||||||
| Money market | 7,522,797 | 26 | % | 7,185,111 | 25 | % | 7,583,978 | 27 | % | 7,640,825 | 28 | % | 7,838,437 | 28 | % | |||||||||||||||||
| Time deposits | 1,288,913 | 5 | % | 1,347,262 | 5 | % | 1,410,886 | 5 | % | 1,472,395 | 5 | % | 1,561,352 | 6 | % | |||||||||||||||||
| Total deposits | $ | 28,405,409 | 100 | % | $ | 28,466,430 | 100 | % | $ | 27,851,266 | 100 | % | $ | 27,264,299 | 100 | % | $ | 27,677,166 | 100 | % | ||||||||||||
Customer funding(a) | 299,301 | 354,142 | 322,081 | 226,160 | 182,228 | |||||||||||||||||||||||||||
| Total deposits and customer funding | $ | 28,704,710 | $ | 28,820,572 | $ | 28,173,348 | $ | 27,490,459 | $ | 27,859,394 | ||||||||||||||||||||||
Network transaction deposits(b) | $ | 762,680 | $ | 766,965 | $ | 929,174 | $ | 871,603 | $ | 1,054,634 | ||||||||||||||||||||||
Net deposits and customer funding (total deposits and customer funding, excluding network transaction deposits) | $ | 27,942,029 | $ | 28,053,607 | $ | 27,244,174 | $ | 26,618,856 | $ | 26,804,761 | ||||||||||||||||||||||
| Time deposits of more than $250,000 | $ | 209,208 | $ | 215,100 | $ | 223,075 | $ | 232,035 | $ | 246,037 | ||||||||||||||||||||||
(b) Included above in interest-bearing demand and money market.
•Total deposits, which are the Corporation's largest source of funds, decreased $61 million from December 31, 2021, and increased $728 million, or 3%, from March 31, 2021, driven by a change in customer savings habits.
•Time deposits decreased $58 million, or 4%, from December 31, 2021, and decreased $272 million, or 17%, from March 31, 2021, due to higher priced time deposits rolling off as they mature.
•Network deposits, primarily sourced from other financial institutions and intermediaries, represented 3% of the Corporation's total deposits at March 31, 2022. Network deposits decreased $4 million, or 1%, from December 31, 2021, and decreased $292 million, or 28%, from March 31, 2021.
Liquidity
The objective of liquidity risk management is to ensure that the Corporation has the ability to generate sufficient cash or cash equivalents in a timely and cost effective manner to satisfy the cash flow requirements of depositors and borrowers and to meet its other commitments as they become due. The Corporation’s liquidity risk management process is designed to identify, measure, and manage the Corporation’s funding and liquidity risk to meet its daily funding needs in the ordinary course of business, as well as to address expected and unexpected changes in its funding requirements. The Corporation engages in various activities to manage its liquidity risk, including diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity, if needed.
The Corporation performs dynamic scenario analysis in accordance with industry best practices. Measures have been established to ensure the Corporation has sufficient high quality short-term liquidity to meet cash flow requirements under stressed scenarios. In addition, the Corporation also reviews static measures such as deposit funding as a percentage of total assets and liquid asset levels. Strong capital ratios, credit quality, and core earnings are also essential to maintaining cost effective access to wholesale funding markets. At March 31, 2022, the Corporation was in compliance with its internal liquidity objectives and had sufficient asset-based liquidity to meet its obligations under a stressed scenario.
The Corporation maintains diverse and readily available liquidity sources, including:
•Investment securities, which are an important tool to the Corporation’s liquidity objective and can be pledged or sold to enhance liquidity, if necessary. See Note 6 Investment Securities of the notes to consolidated financial statements for additional information on the Corporation's investment securities portfolio, including pledged investment securities.
•Pledgeable loan collateral, which is eligible collateral with both the Federal Reserve Bank and the FHLB under established lines of credit. Based on the amount of collateral pledged, the FHLB established a collateral value from which the Bank may draw advances, and issue letters of credit in favor of public fund depositors, against the collateral. As of March 31, 2022, the Bank had $3.9 billion available for future funding. The Federal Reserve Bank also establishes a collateral value
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of assets to support borrowings from the discount window. As of March 31, 2022, the Bank had $742 million available for discount window borrowings.
•A $200 million Parent Company commercial paper program, of which $31 million was outstanding as of March 31, 2022.
•Dividends and service fees from subsidiaries, as well as the proceeds from issuance of capital, are also funding sources for the Parent Company.
•Acquisition related equity issuances by the Parent Company; the Corporation has filed a shelf registration statement with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets, or securities of other companies.
•Other issuances by the Parent Company; the Corporation maintains on file with the SEC a universal shelf registration statement, under which the Parent Company may offer the following securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants.
•Bank issuances; the Bank may also issue institutional CDs, network transaction deposits, and brokered CDs.
•Global Bank Note Program issuances; the Bank has implemented a program pursuant to which it may from time to time offer up to $2.0 billion aggregate principal amount of its unsecured senior and subordinated notes.
Credit ratings relate to the Corporation’s ability to issue debt securities and the cost to borrow money, and should not be viewed as an indication of future stock performance or a recommendation to buy, sell, or hold securities. Adverse changes in these factors could result in a negative change in credit ratings and impact not only the ability to raise funds in the capital markets but also the cost of these funds. The credit ratings of the Parent Company and the Bank at March 31, 2022 are displayed below:
Table 14 Credit Ratings
| Moody’s | S&P | |||||||
| Bank short-term deposits | P-1 | - | ||||||
| Bank long-term deposits/issuer | A1 | BBB+ | ||||||
| Corporation commercial paper | P-2 | - | ||||||
| Corporation long-term senior debt/issuer | Baa1 | BBB | ||||||
| Outlook | Negative | Stable | ||||||
For the three months ended March 31, 2022, net cash provided by operating activities was $246 million, while net cash used in investing and financing activities was $640 million and $131 million, respectively, for a net decrease in cash and cash equivalents of $524 million since year-end 2021. At March 31, 2022, assets of $35.0 billion decreased $148 million from year-end 2021. On the funding side, deposits of $28.4 billion decreased $61 million from year-end 2021.
For the three months ended March 31, 2021, net cash provided by operating and financing activities was $158 million and $1.1 billion, respectively, while net cash used in investing activities was $12 million, for a net increase in cash and cash equivalents of $1.2 billion from year-end 2020. At March 31, 2021, assets of $34.6 billion increased $1.2 billion, or 3%, from year-end 2020, primarily driven by a $1.3 billion increase in interest-bearing deposits in other financial institutions, partially offset by a $289 million, or 1%, decrease in loans. On the funding side, deposits of $27.7 billion increased $1.2 billion, or 5%, from year-end 2020 related to deposit inflows from government stimulus programs.
Quantitative and Qualitative Disclosures about Market Risk
Market risk and interest rate risk are managed centrally. Market risk is the potential for loss arising from adverse changes in the fair value of fixed-income securities, equity securities, other earning assets and derivative financial instruments as a result of changes in interest rates or other factors. Interest rate risk is the potential for reduced net interest income resulting from adverse changes in the level of interest rates. As a financial institution that engages in transactions involving an array of financial products, the Corporation is exposed to both market risk and interest rate risk. In addition to market risk, interest rate risk is measured and managed through a number of methods. The Corporation uses financial modeling simulation techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk.
Policies established by the Corporation’s ALCO and approved by the Board of Directors are intended to limit these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to ALCO. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income and to offset the risk of price changes for certain assets recorded at fair value.
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Interest Rate Risk
The primary goal of interest rate risk management is to control exposure to interest rate risk within policy limits approved by the Board of Directors. These limits and guidelines reflect the Corporation's risk appetite for interest rate risk over both short-term and long-term horizons. No interest rate limit breaches occurred during the first three months of 2022.
The major sources of the Corporation's non-trading interest rate risk are timing differences in the maturity and re-pricing characteristics of assets and liabilities, changes in the shape of the yield curve, and the potential exercise of explicit or embedded options. We measure these risks and their impact by identifying and quantifying exposures through the use of sophisticated simulation and valuation models which are employed by management to understand NII at risk, interest rate sensitive EAR, and MVE at risk. The Corporation’s interest rate risk profile is such that a higher or steeper yield curve adds to income while a flatter yield curve is relatively neutral, and a lower or inverted yield curve generally has a negative impact on earnings. The Corporation's EAR profile is asset sensitive at March 31, 2022.
For further discussion of the Corporation's interest rate risk and corresponding key assumptions, see the Interest Rate Risk section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Corporation’s 2021 Annual Report on Form 10-K.
The sensitivity analysis included below is measured as a percentage change in NII and EAR due to gradual moves in benchmark interest rates from a baseline scenario over 12 months. We evaluate the sensitivity using: 1) a dynamic forecast incorporating expected growth in the balance sheet, and 2) a static forecast where the current balance sheet is held constant.
While a gradual shift in interest rates was used in this analysis to provide an estimate of exposure under a probable scenario, an instantaneous shift in interest rates would have a more significant impact.
Table 15 Estimated % Change in Rate Sensitive Earnings at Risk Over 12 Months
| Mar 31, 2022 | Dec 31, 2021 | |||||||||||||
| Dynamic Forecast | Static Forecast | Dynamic Forecast | Static Forecast | |||||||||||
| Gradual Rate Change | ||||||||||||||
| 100 bp increase in interest rates | 5.1 | % | 5.9 | % | 5.0 | % | 5.4 | % | ||||||
| 200 bp increase in interest rates | 10.4 | % | 11.9 | % | 10.6 | % | 11.7 | % | ||||||
At March 31, 2022, the MVE profile indicates a decrease in net balance sheet value due to instantaneous upward changes in rates.
Table 16 Market Value of Equity Sensitivity
| Mar 31, 2022 | Dec 31, 2021 | |||||||
| Instantaneous Rate Change | ||||||||
| 100 bp increase in interest rates | (3.0) | % | (1.8) | % | ||||
| 200 bp increase in interest rates | (5.6) | % | (3.7) | % | ||||
Since MVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in MVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, MVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changes in product spreads that could mitigate the adverse impact of changes in interest rates.
The above NII, EAR, and MVE measures do not include all actions that management may undertake to manage this risk in response to anticipated changes in interest rates.
In 2014, the Financial Stability Oversight Council and Financial Stability Board raised concerns about the reliability and robustness of LIBOR and called for the development of alternative interest rate benchmarks. The ARRC, through authority from the Federal Reserve, has selected the SOFR as the alternative rate and developed a paced transition plan which addresses the risk that LIBOR may not exist beyond June 2023.
As part of the Corporation's efforts to limit exposure to LIBOR based loans, performing borrowers can modify or refinance their residential mortgage loans to a fixed interest rate or an adjustable rate mortgage tied to the one-year treasury adjusted to a constant maturity of one year with an appropriate margin. This provides the Bank and borrower with greater certainty around the loan structure. The Bank has not booked a LIBOR adjustable rate mortgage since the first quarter of 2020.
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Additionally, the Corporation has been monitoring its volume of commercial credits tied to LIBOR. In 2021, the Corporation began prioritizing SOFR, Prime and Ameribor as the preferred alternative reference rates and ceased booking LIBOR based commitments after the end of 2021. Loans with a maturity after June 2023 are being reviewed and monitored to ensure there is appropriate fallback language in place when LIBOR is no longer published. Loans with a maturity date before that time should naturally mature and be re-underwritten with an appropriate alternative index rate.
Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities
The following table summarizes significant contractual obligations and other commitments at March 31, 2022, at those amounts contractually due to the recipient, including any unamortized premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.
Table 17 Contractual Obligations and Other Commitments
| ($ in Thousands) | Note Reference | One Year or Less | One to Three Years | Three to Five Years | Over Five Years | Total | ||||||||||||||
| Time deposits | $ | 1,026,754 | $ | 215,668 | $ | 46,487 | $ | 5 | $ | 1,288,913 | ||||||||||
| Short-term funding | 9 | 399,361 | — | — | — | 399,361 | ||||||||||||||
| FHLB advances | 9 | 330,270 | 633 | 1,005,006 | 202,039 | 1,537,948 | ||||||||||||||
| Other long-term funding | 9 | 114 | 249,411 | 180 | 92 | 249,797 | ||||||||||||||
| Operating leases | 18 | 6,722 | 10,528 | 7,349 | 6,985 | 31,585 | ||||||||||||||
| Total | $ | 1,763,220 | $ | 476,240 | $ | 1,059,023 | $ | 209,122 | $ | 3,507,604 | ||||||||||
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 derivatives and lending-related commitments. Additional discussion of these instruments can be found in Note 10 Derivative and Hedging Activities and Note 12 Commitments, Off-Balance Sheet Arrangements, Legal Proceedings, Regulatory Matters and Operational Matters of the notes to consolidated financial statements, respectively. The Corporation also has obligations under its retirement plans as described in Note 14 Retirement Plans of the notes to the consolidated financial statements.
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Capital
Management actively reviews capital strategies for the Corporation and each of its subsidiaries in light of perceived business risks, future growth opportunities, industry standards, and compliance with regulatory requirements. The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, stability of earnings, changing competitive forces, economic condition in markets served, and strength of management. At March 31, 2022, the capital ratios of the Corporation and its banking subsidiaries were in excess of regulatory minimum requirements. The Corporation’s capital ratios are summarized in the following table.
Table 18 Capital Ratios
(a) The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation. The Corporation follows Basel III, subject to certain
transition provisions. These regulatory capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and
composition of the Corporation's capital with the capital of other financial services companies.
(b) Ratio is based upon basic earnings per common share.
| Quarter Ended | |||||||||||||||||
($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
Risk-based Capital(a) | |||||||||||||||||
| CET1 | $ | 2,837,789 | $ | 2,808,289 | $ | 2,779,943 | $ | 2,790,392 | $ | 2,759,473 | |||||||
| Tier 1 capital | 3,030,579 | 3,001,074 | 2,972,622 | 3,080,015 | 3,112,239 | ||||||||||||
| Total capital | 3,448,108 | 3,570,026 | 3,550,556 | 3,655,411 | 3,682,720 | ||||||||||||
| Total risk-weighted assets | 27,780,642 | 27,242,735 | 26,303,703 | 26,072,881 | 25,640,395 | ||||||||||||
| Modified CECL transitional amount | 67,276 | 89,702 | 92,822 | 100,776 | 110,683 | ||||||||||||
| CET1 capital ratio | 10.22 | % | 10.31 | % | 10.57 | % | 10.70 | % | 10.76 | % | |||||||
| Tier 1 capital ratio | 10.91 | % | 11.02 | % | 11.30 | % | 11.81 | % | 12.14 | % | |||||||
| Total capital ratio | 12.41 | % | 13.10 | % | 13.50 | % | 14.02 | % | 14.36 | % | |||||||
| Tier 1 leverage ratio | 8.86 | % | 8.83 | % | 8.81 | % | 9.23 | % | 9.53 | % | |||||||
| Selected Equity and Performance Ratios | |||||||||||||||||
| Total stockholders’ equity / assets | 11.30 | % | 11.47 | % | 11.60 | % | 12.03 | % | 11.94 | % | |||||||
Dividend payout ratio(b) | 41.67 | % | 40.82 | % | 35.71 | % | 32.14 | % | 31.03 | % | |||||||
| Return on average assets | 0.86 | % | 0.87 | % | 1.01 | % | 1.06 | % | 1.14 | % | |||||||
| Annualized noninterest expense / average assets | 2.00 | % | 2.06 | % | 2.03 | % | 2.04 | % | 2.11 | % | |||||||
transition provisions. These regulatory capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and
composition of the Corporation's capital with the capital of other financial services companies.
(b) Ratio is based upon basic earnings per common share.
See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, for information on the shares repurchased during the first quarter of 2022.
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Non-GAAP Measures
Table 19 Non-GAAP Measures
| Quarter Ended | |||||||||||||||||
| ($ in Thousands) | Mar 31, 2022 | Dec 31, 2021 | Sep 30, 2021 | Jun 30, 2021 | Mar 31, 2021 | ||||||||||||
Selected equity and performance ratios(a)(b) | |||||||||||||||||
| Tangible common equity / tangible assets | 7.68 | % | 7.86 | % | 7.92 | % | 8.04 | % | 7.80 | % | |||||||
| Return on average equity | 7.55 | % | 7.62 | % | 8.63 | % | 8.84 | % | 9.32 | % | |||||||
| Return on average tangible common equity | 11.00 | % | 11.09 | % | 12.72 | % | 13.19 | % | 14.03 | % | |||||||
| Return on average CET1 | 10.27 | % | 10.50 | % | 12.11 | % | 12.51 | % | 13.25 | % | |||||||
| Return on average tangible assets | 0.88 | % | 0.90 | % | 1.05 | % | 1.10 | % | 1.18 | % | |||||||
| Average stockholders' equity / average assets | 11.33 | % | 11.43 | % | 11.74 | % | 12.01 | % | 12.18 | % | |||||||
Tangible common equity reconciliation(a) | |||||||||||||||||
| Common equity | $ | 3,755,092 | $ | 3,831,658 | $ | 3,801,766 | $ | 3,819,852 | $ | 3,774,268 | |||||||
| Goodwill and other intangible assets, net | (1,160,883) | (1,163,085) | (1,165,288) | (1,167,491) | (1,169,694) | ||||||||||||
| Tangible common equity | $ | 2,594,209 | $ | 2,668,573 | $ | 2,636,478 | $ | 2,652,361 | $ | 2,604,575 | |||||||
Tangible Assets Reconciliation(a) | |||||||||||||||||
| Total assets | $ | 34,955,900 | $ | 35,104,253 | $ | 34,439,666 | $ | 34,152,625 | $ | 34,575,255 | |||||||
| Goodwill and other intangible assets, net | (1,160,883) | (1,163,085) | (1,165,288) | (1,167,491) | (1,169,694) | ||||||||||||
| Tangible assets | $ | 33,795,017 | $ | 33,941,167 | $ | 33,274,378 | $ | 32,985,134 | $ | 33,405,561 | |||||||
Average tangible common equity and average CET1 reconciliation(a)(b) | |||||||||||||||||
| Common equity | $ | 3,793,597 | $ | 3,810,668 | $ | 3,807,083 | $ | 3,788,237 | $ | 3,750,479 | |||||||
| Goodwill and other intangible assets, net | (1,162,204) | (1,164,394) | (1,166,589) | (1,168,774) | (1,174,617) | ||||||||||||
| Tangible common equity | 2,631,393 | 2,646,273 | 2,640,494 | 2,619,464 | 2,575,862 | ||||||||||||
| Modified CECL transitional amount | 67,276 | 90,528 | 97,420 | 105,961 | 115,649 | ||||||||||||
| Accumulated other comprehensive loss (income) | 80,383 | 18,513 | (5,320) | (3,111) | (5,337) | ||||||||||||
| Deferred tax assets, net | 39,411 | 39,640 | 39,893 | 39,915 | 40,608 | ||||||||||||
| Average CET1 | $ | 2,818,464 | $ | 2,794,954 | $ | 2,772,487 | $ | 2,762,229 | $ | 2,726,782 | |||||||
Average tangible assets reconciliation(a) | |||||||||||||||||
| Total assets | $ | 35,200,182 | $ | 35,016,159 | $ | 34,759,489 | $ | 34,379,647 | $ | 33,684,143 | |||||||
| Goodwill and other intangible assets, net | (1,162,204) | (1,164,394) | (1,166,589) | (1,168,774) | (1,174,617) | ||||||||||||
| Tangible assets | $ | 34,037,978 | $ | 33,851,765 | $ | 33,592,900 | $ | 33,210,873 | $ | 32,509,526 | |||||||
Efficiency ratio reconciliation(c) | |||||||||||||||||
| Federal Reserve efficiency ratio | 65.71 | % | 67.36 | % | 65.43 | % | 66.81 | % | 65.74 | % | |||||||
| Fully tax-equivalent adjustment | (1.13) | % | (1.10) | % | (1.01) | % | (1.07) | % | (0.97) | % | |||||||
| Other intangible amortization | (0.84) | % | (0.82) | % | (0.83) | % | (0.87) | % | (0.82) | % | |||||||
| Fully tax-equivalent efficiency ratio | 63.76 | % | 65.46 | % | 63.61 | % | 64.88 | % | 63.96 | % | |||||||
| Provision for unfunded commitments adjustment | 0.37 | % | 0.55 | % | 1.48 | % | 2.14 | % | (1.09) | % | |||||||
| Asset gains, net adjustment | 0.05 | % | 0.24 | % | 1.29 | % | — | % | 1.12 | % | |||||||
| Acquisitions, branch sales, and initiatives | — | % | (1.43) | % | (0.91) | % | 0.01 | % | 0.22 | % | |||||||
| Adjusted efficiency ratio | 64.18 | % | 64.82 | % | 65.46 | % | 67.02 | % | 64.21 | % | |||||||
(a) The ratio tangible common equity to tangible assets excludes goodwill and other intangible assets, net. This financial measure has been included as it is considered to be a critical metric with which to analyze and evaluate financial condition and capital strength.
(b) These capital measurements are used by management, regulators, investors, and analysts to assess, monitor and compare the quality and composition of our capital with the capital of other financial services companies.
(c) The efficiency ratio as defined by the Federal Reserve guidance is noninterest expense (which includes the provision for unfunded commitments) divided by the sum of net interest income plus noninterest income, excluding investment securities gains / losses, net. The fully tax-equivalent efficiency ratio is noninterest expense (which includes the provision for unfunded commitments), excluding other intangible amortization, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains / losses, net. The adjusted efficiency ratio is noninterest expense, which excludes the provision for unfunded commitments, other intangible amortization, acquisition related costs, and announced initiatives, divided by the sum of fully tax-equivalent net interest income plus noninterest income, excluding investment securities gains (losses), net, asset gains (losses), net, and gain on sale of branches, net. Management believes the adjusted efficiency ratio is a meaningful measure as it enhances the comparability of net interest income arising from taxable and tax-exempt sources and provides a better measure as to how the Corporation is managing its expenses by adjusting for acquisition related costs, provision for unfunded commitments, asset gains (losses), net, branch sales, and announced initiatives.
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Sequential Quarter Results
The Corporation reported net income of $74 million for the first quarter of 2022, compared to net income of $77 million for the fourth quarter of 2021. Net income available to common equity was $71 million for the first quarter of 2022, or $0.48 for basic and $0.47 for diluted earnings per common share. Comparatively, net income available to common equity for the fourth quarter of 2021 was $74 million, or $0.49 for both basic and diluted earnings per common share (see Table 1).
Fully tax-equivalent net interest income for the first quarter of 2022 was $192 million, $1 million, or 1%, higher than the fourth quarter of 2021. The net interest margin in the first quarter of 2022 was up 2 bp to 2.42%. Average earning assets increased $288 million, or 1%, to $32.0 billion in the first quarter of 2022. Average loans increased $302 million, or 1%. On the funding side, total interest-bearing deposits increased $345 million, or 2%, primarily driven by changing customer savings habits (see Table 2).
The provision for credit losses had a release of $4 million for the first quarter of 2022, compared to a release of $6 million for the fourth quarter of 2021 (see Table 11). See discussion under sections: Provision for Credit Losses, Nonperforming Assets, and Allowance for Credit Losses on Loans.
Noninterest income for the first quarter of 2022 was $74 million, down $7 million, or 9%, from the fourth quarter of 2021, driven by fewer bank owned life insurance policy redemptions and lower card-based fees and capital markets revenue. (see Table 3).
Noninterest expense for the first quarter of 2022 was $173 million, down $9 million, or 5%, from the fourth quarter of 2021, driven by a reduction in personnel, pension and donation expenses (see Table 4).
For the first quarter of 2022, the Corporation recognized income tax expense of $19 million, compared to income tax expense of $15 million for the fourth quarter of 2021. See Income Taxes section for a detailed discussion on income taxes.
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Segment Review
As discussed in Note 15 Segment Reporting of the notes to consolidated financial statements, the Corporation’s reportable segments have been determined based upon its internal profitability reporting system, which is organized by strategic business unit. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer, and the distribution of those products and services are similar. The reportable segments are Corporate and Commercial Specialty; Community, Consumer and Business; and Risk Management and Shared Services.
Table 20 Selected Segment Financial Data
| Three Months Ended Mar 31, | |||||||||||
| ($ in Thousands) | 2022 | 2021 | % Change | ||||||||
| Corporate and Commercial Specialty | |||||||||||
Total revenue(a) | $ | 136,948 | $ | 136,160 | 1 | % | |||||
| Provision for credit losses | 12,653 | 16,680 | (24) | % | |||||||
| Noninterest expense | 56,559 | 55,448 | 2 | % | |||||||
| Income tax expense | 12,313 | 11,891 | 4 | % | |||||||
| Net income | 55,423 | 52,141 | 6 | % | |||||||
| Average earning assets | 14,416,342 | 14,050,208 | 3 | % | |||||||
| Average loans | 14,414,631 | 14,049,949 | 3 | % | |||||||
| Average deposits | 9,411,118 | 8,532,903 | 10 | % | |||||||
Average allocated capital (Average CET1)(b) | 1,421,007 | 1,397,132 | 2 | % | |||||||
Return on average allocated capital (ROCET1)(b) | 15.82 | % | 15.14 | % | 68 bp | ||||||
| Community, Consumer, and Business | |||||||||||
| Total revenue | $ | 121,584 | $ | 133,995 | (9) | % | |||||
| Provision for credit losses | 4,656 | 5,928 | (21) | % | |||||||
| Noninterest expense | 98,660 | 100,353 | (2) | % | |||||||
| Income tax expense | 3,836 | 5,820 | (34) | % | |||||||
| Net income | 14,431 | 21,894 | (34) | % | |||||||
| Average earning assets | 9,175,473 | 9,614,167 | (5) | % | |||||||
| Average loans | 9,175,473 | 9,614,167 | (5) | % | |||||||
| Average deposits | 18,414,526 | 17,109,644 | 8 | % | |||||||
Average allocated capital (Average CET1)(b) | 514,543 | 569,430 | (10) | % | |||||||
Return on average allocated capital (ROCET1)(b) | 11.37 | % | 15.59 | % | N/M | ||||||
| Risk Management and Shared Services | |||||||||||
| Total revenue | $ | 3,683 | $ | 1,091 | N/M | ||||||
| Provision for credit losses | (21,300) | (45,612) | (53) | % | |||||||
| Noninterest expense | 18,073 | 19,546 | (8) | % | |||||||
| Income tax expense | 2,501 | 6,890 | (64) | % | |||||||
| Net income | 4,409 | 20,266 | (78) | % | |||||||
| Average earning assets | 8,409,195 | 6,667,633 | 26 | % | |||||||
| Average loans | 507,633 | 799,233 | (36) | % | |||||||
| Average deposits | 821,726 | 1,162,012 | (29) | % | |||||||
Average allocated capital (Average CET1)(b) | 882,913 | 760,220 | 16 | % | |||||||
Return on average allocated capital (ROCET1)(b) | 0.70 | % | 8.03 | % | N/M | ||||||
| Consolidated Total | |||||||||||
Total revenue(a) | $ | 262,214 | $ | 271,245 | (3) | % | |||||
Return on average allocated capital (ROCET1)(b) | 10.27 | % | 13.25 | % | N/M | ||||||
N//M = Not meaningful
(a) For the three months ended March 31, 2021, the Corporation recognized a $2 million pre-tax gain on sale of Whitnell.
(b) The Federal Reserve establishes capital adequacy requirements for the Corporation, including CET1. For segment reporting purposes, the return on CET1 ("ROCET1") reflects return on average allocated CET1. The ROCET1 for the Risk Management and Shared Services segment and the Consolidated Total is inclusive of the annualized effect of the
preferred stock dividends.
preferred stock dividends.
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Notable Changes in Segment Financial Data
The Corporate and Commercial Specialty segment consists of lending and deposit solutions to larger businesses, developers, not-for-profits, municipalities, and financial institutions, and 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.
•Provision for credit losses decreased $4 million from the three months ended March 31, 2021 as a result of improving credit quality.
•Noninterest expense increased $1 million from the three months ended March 31, 2021, primarily driven by an increase in business development and advertising expense.
•Average loans increased $365 million from the three months ended March 31, 2021, primarily driven by an increase in commercial and business lending due to the new asset-based and equipment finance verticals and growth in general commercial and industrial loans.
•Average deposits increased $878 million from the three months ended March 31, 2021, primarily driven by increases in interest-bearing demand deposit accounts.
The Community, Consumer, and Business segment consists of lending and deposit solutions to individuals and small to mid-sized businesses.
•Revenue decreased $12 million from the three months ended March 31, 2021, primarily driven by a decrease in mortgage banking income due to decreased gains on loans sold as a result of lower mortgage settlements. Additionally, the valuation method for MSRs was changed effective January 1, 2022, resulting in a decrease in mortgage banking income due to impairment recoveries recognized in the three months ended March 31, 2021.
•Provision for credit losses decreased $1 million from the three months ended March 31, 2021 as a result of improving credit quality.
•Average loans decreased $439 million from the three months ended March 31, 2021, driven by decreases in residential mortgages and PPP loans, partially offset by an increase in auto finance loans.
•Average deposits increased $1.3 billion from the three months ended March 31, 2021, primarily due to customers holding higher savings account balances.
The Risk Management and Shared Services segment includes key shared Corporate functions, Parent Company activity, intersegment eliminations, and residual revenues and expenses.
•Revenues increased $3 million from the three months ended March 31, 2021, primarily driven by lower interest expense as a result of lower network deposit balances.
•Provision for credit losses increased $24 million from the three months ended March 31, 2021, driven by a larger provision release during the three months ended March 31, 2021.
•Average earning assets increased $1.7 billion from the three months ended March 31, 2021, driven by investment purchases throughout the past year.
•Average loans decreased $292 million from the three months ended March 31, 2021, primarily driven by a decrease in commercial and business lending.
•Average deposits decreased $340 million from the three months ended March 31, 2021, primarily driven by a decrease in network deposits.
Critical Accounting Estimates
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. Estimates that are particularly susceptible to significant change include the determination of the ACLL and MSRs valuation. A discussion of these estimates can be found in the Critical Accounting Estimates section in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Corporation’s 2021 Annual Report on Form 10-K. There has been one change in the Corporation's application of critical
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accounting estimates since December 31, 2021 driven by the irrevocable election to account for MSRs under the fair value measurement methodology.
Mortgage Servicing Rights Valuation: We have a significant investment in MSRs. Our MSRs are primarily retained from sales in the secondary market of residential mortgage loans we have originated or purchased from correspondent lenders. MSRs are initially recognized and subsequently carried at fair value. Changes in fair value are recognized in earnings as they occur through mortgage banking, net on the consolidated statements of income.
MSRs are not traded in active markets. The fair value of MSRs is determined by discounting the projected cash flows. Certain significant assumptions and estimates used in valuing MSRs are based on current market sources including projected prepayment speeds, assumed servicing costs, ancillary income, costs to service delinquent loans, costs of foreclosure, and discount rates with option-adjusted spreads. Assumptions used to value our MSRs are considered significant unobservable inputs and represent our best estimate of assumptions that market participants would use to value this asset. A separate third party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults and other relevant factors. The prepayment model is updated periodically for changes in market conditions and adjusted to better correlate with actual performance of our servicing portfolio. The option-adjusted spread is added to the discount rate across all interest rate paths generated in a stochastic process, which will properly capture the embedded options for MSRs cash flows.
The assumptions used in this model are primarily based on mortgage interest rates. Evaluation of the effect of a change in one assumption without considering the effect of that change on other assumptions is not meaningful. Considering all related assumptions, we expect a 50 basis point increase in the yield curve to increase the fair value of our servicing rights by $4 million and decrease the value of the hedge by $4 million. Likewise, we expect a 50 basis point decrease in the yield curve to decrease the fair value of our servicing rights by $4 million and increase the value of our hedge by $4 million.
Recent Developments
On April 21, 2022, the Corporation announced plans to eliminate non-sufficient funds fees, overdraft protection transfer fees, and continuous overdraft fees and reduce the daily limit of overdraft fee occurrences from 4 to 2. The planned changes in the third quarter of 2022 are expected to reduce the total burden of overdrafts to our customers by approximately 30%.
On April 26, 2022, the Corporation’s Board of Directors declared a regular quarterly cash dividend of $0.20 per common share, payable on June 15, 2022 to shareholders of record at the close of business on June 1, 2022. The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated's 5.875% Series E Perpetual Preferred Stock, payable on June 15, 2022 to shareholders of record at the close of business on June 1, 2022. The Board of Directors also declared a regular quarterly cash dividend of $0.3515625 per depositary share on Associated's 5.625% Series F Perpetual Preferred Stock, payable on June 15, 2022 to shareholders of record at the close of business on June 1, 2022.
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | ||||
Information required by this item is set forth in Item 2 under the captions Quantitative and Qualitative Disclosures about Market Risk and Interest Rate Risk.
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| ITEM 4. | Controls and Procedures | ||||
The Corporation maintains disclosure controls and procedures as required under Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended, that are designed to ensure that information required to be disclosed in the Corporation's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Corporation’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, 2022, the Corporation’s management carried out an evaluation, under the supervision and with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on the foregoing, its Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of March 31, 2022.
No changes were made to the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act of 1934) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
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| PART II - OTHER INFORMATION | ||
| ITEM 1. | Legal Proceedings | ||||
The information required by this item is set forth in Part I, Item 1 under Note 12 Commitments, Off-Balance Sheet Arrangements, Legal Proceedings, Regulatory Matters and Operational Matters of the notes to consolidated financial statements.
| ITEM 1A. | Risk Factors | ||||
The following risk factors supplement the Risk Factors described in the Corporation’s 2021 Annual Report on Form 10-K and should be read in conjunction therewith
Macroeconomic and geopolitical challenges and uncertainties affecting the stability of regions and countries around the globe, specifically including Russia and Ukraine, could have a negative impact on our business, financial condition and results of operations. We may experience negative impacts to our businesses and results of operations as a result of macroeconomic and geopolitical challenges, uncertainties and volatility occurring across the globe. For instance, the recent action of Russian military forces in Ukraine has created instability in that region and has escalated tensions between Russia and the United States and across Europe. In response to the actions taken by Russia, the United States has imposed, and is likely to continue to impose, significant financial and economic sanctions and export controls against certain Russian organizations and individuals, with similar actions being either implemented or planned by the European Union and the United Kingdom and other jurisdictions.
The actions taken by Russia in Ukraine, and any further measures that may be taken by the United States or its allies in response to such actions, could have negative impacts on global and regional financial markets and economic conditions. The United States has banned Russian imports of oil, natural gas and coal and other jurisdictions have taken, or are contemplating taking, similar actions. These dynamics are placing additional upward pressure on fuel and energy prices, which already were rising based on factors including a return to pre-pandemic levels of consumption and insufficient global production to match increasing demand. In addition, Ukraine’s ability to function as a significant supplier of commodities—including wheat, neon and platinum—used in the production of key energy, food and industrial outputs has been limited by Russia’s actions and is causing global prices in certain markets to increase. The Russia-Ukraine conflict already has been more protracted than was initially expected and, to the extent that the conflict continues for an extended period of time and/or expands into surrounding regions, global financial conditions could worsen and/or become more volatile. These developments are combining to amplify existing economic uncertainty and cause adjustments to longer-term inflation expectations which, in turn, may cause upward pressure on interest rates and adversely affect economic conditions. For additional information, see “Risk Factors—We are subject to interest rate risk, which recently has increased due to domestic and global economic instability and geopolitical developments.”
Further, the Russia-Ukraine conflict may impact our risk exposure in other areas, most notably our cybersecurity risk. On March 21, 2022, the Biden Administration issued a warning regarding the potential for Russia to engage in malicious cyber activities, specifically including attacks on critical infrastructure such as the financial sector, in response to the international economic sanctions that have been imposed against the Russian government and organizations and individuals within Russia. Institutions that provide critical services, including all members of the financial sector such as the Corporation and the Bank, have been encouraged by the Administration and their supervisors to enhance cyber-defense systems and take steps to further secure their data in anticipation of potential malicious cyber activity by the Russian government or other Russian actors. For additional information regarding the cybersecurity risks for the Corporation and the Bank, please refer to the Corporation’s 2021 Annual Report on Form 10-K.
Each of the developments described above, or any combination of them, could adversely affect our businesses, financial condition and results of operations.
We are subject to interest rate risk, which recently has increased due to domestic and global economic instability and geopolitical developments. Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. On March 16, 2022, the FOMC of the Federal Reserve raised the target range for the federal funds rate to 0.25% to 0.50%, which represented the first increase to the target federal funds rate since 2018. The FOMC, with particular attention being given to ongoing supply chain disruptions, rising energy and commodity prices and the global economic impact of the Russia-Ukraine conflict, has signaled that additional increases may be appropriate if inflation pressures remain elevated or intensify.
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Further increases to prevailing interest rates could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could also affect (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and liabilities; and (iii) the average duration of our mortgage portfolio and other interest-earning assets. Moreover, additional and aggressive increases to the target range for the federal funds rate, combined with ongoing geopolitical instability, raise the risk of economic recession. Any such downturn, especially domestically and in the regions in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.
The CFPB has taken steps to enhance the supervision of institutions within its jurisdiction, including the Corporation and the Bank, and has adopted strict enforcement policies in respect of the fair lending laws and the prohibition against unfair, deceptive and abusive acts and practices. The CFPB has broad rulemaking authority to administer the provisions of the Dodd-Frank Act regarding financial institutions that offer covered financial products and services to consumers. The CFPB was directed under the Dodd-Frank Act to write rules identifying practices or acts that are unfair, deceptive or abusive in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service.
Under the current Administration and leadership of the agency, the CFPB has pursued a more aggressive enforcement policy with respect to a range of regulatory compliance matters. CFPB enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including UDAAPs, with respect to all supervised institutions, which may result in the imposition of higher standards of compliance with such laws. Of note, CFPB Director Rohit Chopra has indicated that the CFPB will prioritize enforcement of the Equal Credit Opportunity Act (“ECOA”), as implemented by the CFPB’s Regulation B, which prohibits discrimination in any aspect of a credit transaction. To that end, on March 16, 2022, the CFPB revised its Supervision and Examination Manual to explicitly incorporate anti-discrimination considerations in respect of evaluations of potential UDAAPs. The CFPB’s action represents not only a continuation of the agency’s commitment to a more aggressive enforcement approach, but also a shift in supervision and examination policy and procedure that may result in the commencement of enforcement actions against financial institutions involving a broader range of cited violations of the federal consumer financial laws and expanded allegations of UDAAPs.
We have not yet determined whether this shift in enforcement policy at the CFPB will necessitate any changes to our business or result in additional compliance risk.
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
During the first quarter of 2022, the Corporation repurchased $5 million of common stock, or approximately 206,000 shares, all of which were repurchases related to tax withholding on equity compensation with no open market purchases during the quarter. The repurchase details are presented in the table below:
Common Stock Purchases
(a) During the first quarter of 2022, the Corporation repurchased 205,845 common shares for minimum tax withholding settlements on equity compensation. These purchases do not
count against the maximum value of shares remaining available for purchase under the Board of Directors' authorization.
(b) At March 31, 2022, there remained $80 million authorized to be repurchased in the aggregate. Approximately 3.5 million shares of common stock remained available to be
repurchased under this Board authorization given the closing share price on March 31, 2022.
Total Number of Shares Purchased(a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(b) | |||||||||||
| Period | ||||||||||||||
| January 1, 2022 - January 31, 2022 | 23,385 | $ | 24.44 | — | — | |||||||||
| February 1, 2022 - February 28, 2022 | 156,809 | 25.64 | — | — | ||||||||||
| March 1, 2022 - March 31, 2022 | 25,651 | 23.41 | — | — | ||||||||||
| Total | 205,845 | $ | 25.23 | — | 3,499,381 | |||||||||
count against the maximum value of shares remaining available for purchase under the Board of Directors' authorization.
(b) At March 31, 2022, there remained $80 million authorized to be repurchased in the aggregate. Approximately 3.5 million shares of common stock remained available to be
repurchased under this Board authorization given the closing share price on March 31, 2022.
Repurchases under Board authorized repurchase programs are subject to any necessary regulatory approvals and other limitations and may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchases, or similar facilities.
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| ITEM 6. | Exhibits | ||||
(a) Exhibits:
Exhibit (101), Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Changes in Stockholders’ Equity, (v) Unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | ||
Exhibit (104), The cover page from the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language) and contained in Exhibits in 101. | ||
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| Signatures | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ASSOCIATED BANC-CORP | ||||||||
| (Registrant) | ||||||||
| Date: April 28, 2022 | /s/ Andrew J. Harmening | |||||||
| Andrew J. Harmening | ||||||||
| President and Chief Executive Officer | ||||||||
| Date: April 28, 2022 | /s/ Christopher J. Del Moral-Niles | |||||||
| Christopher J. Del Moral-Niles | ||||||||
| Chief Financial Officer | ||||||||
| Date: April 28, 2022 | /s/ Tammy C. Stadler | |||||||
| Tammy C. Stadler | ||||||||
| Chief Accounting Officer | ||||||||
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TABLE OF CONTENTS
Part I - Financial InformationItem 1. Financial Statements:Item 1. Financial Statements Continued:Note 1 Basis Of PresentationNote 2 Acquisitions and DispositionsNote 3 Summary Of Significant Accounting PoliciesNote 4 Earnings Per Common ShareNote 5 Stock-based CompensationNote 6 Investment SecuritiesNote 7 LoansNote 8 Goodwill and Other Intangible AssetsNote 9 Short and Long-term FundingNote 10 Derivative and Hedging ActivitiesNote 11 Balance Sheet OffsettingNote 12 Commitments, Off-balance Sheet Arrangements, Legal Proceedings, Regulatory Matters and Operational MattersNote 13 Fair Value MeasurementsNote 14 Retirement PlansNote 15 Segment ReportingNote 16 Accumulated Other Comprehensive Income (loss)Note 17 Revenue From Contracts with CustomersNote 18 LeasesItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 6. Exhibits