CUBI 10-Q Quarterly Report June 30, 2024

CUSTOMERS BANCORP, INC.

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cubi-20240630

Table of Content s

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the quarterly period ended June 30, 2024


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the transition period from to .

001-35542

(Commission File number)

(Exact name of registrant as specified in its charter)


Customers Bancorp, Inc.

Pennsylvania

27-2290659

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

701 Reading Avenue

West Reading , PA 19611

(Address of principal executive offices)

( 610 ) 933-2000

(Registrant’s telephone number, including area code)

N/A

(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 Symbols

Name of Each Exchange on which Registered

Voting Common Stock, par value $1.00 per share

CUBI

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share

CUBI/PE

New York Stock Exchange

Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share

CUBI/PF

New York Stock Exchange

5.375% Subordinated Notes due 2034

CUBB

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated Filer

☐

Non-accelerated filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No x

________________________________________

On August 6, 2024, 31,697,638 shares of Voting Common Stock were outstanding.

Table of Content s

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

Table of Contents


Part I

Item 1.	Customers Bancorp, Inc. Consolidated Financial Statements as of June 30, 2024 and for the three and six month periods ended June 30, 2024 and 2023 (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	82

Item 4.	Controls and Procedures	83

PART II

Item 1.	Legal Proceedings	84

Item 1A.	Risk Factors	84

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84

Item 3.	Defaults Upon Senior Securities	85

Item 4.	Mine Safety Disclosures	85

Item 5.	Other Information	85

Item 6.	Exhibits	86

SIGNATURES		87

Table of Content s

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

The following list of abbreviations and acronyms may be used throughout this Report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Unaudited Consolidated Financial Statements and the Notes to the Unaudited Consolidated Financial Statements.





2024 Share Repurchase Program			Share repurchase program authorized by the Board of Directors of Customers Bancorp in 2024
ACL			Allowance for credit losses
AFS			Available for sale

AOCI			Accumulated other comprehensive income (loss)
ASC			Accounting Standards Codification
ASU			Accounting Standards Update

B2B			Business-to-business
Bancorp			Customers Bancorp, Inc.
Bank			Customers Bank
BBB spread			BBB rated corporate bond spreads to U.S. Treasury securities


BM Technologies			BM Technologies, Inc.
BOLI			Bank-owned life insurance




CBIT TM			Customers Bank Instant Token

CECL			Current expected credit losses
CODM			Chief operating decision maker
Commission			U.S. Securities and Exchange Commission
Company			Customers Bancorp, Inc. and subsidiaries




COVID-19			Coronavirus Disease 2019
CPI			Consumer Price Index
CRA			Community Reinvestment Act
CUBI			Symbol for Customers Bancorp, Inc. common stock traded on the NYSE
Customers			Customers Bancorp, Inc. and Customers Bank, collectively
Customers Bancorp			Customers Bancorp, Inc.
DCF			Discounted cash flow






EPS			Earnings per share


EVE			Economic value of equity
Exchange Act			Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board
FDIC			Federal Deposit Insurance Corporation

Fed Funds			Federal Reserve Board’s Effective Federal Funds Rate
Federal Reserve, Federal Reserve Board			Board of Governors of the Federal Reserve System


FHLB			Federal Home Loan Bank
FICO			Fair, Isaac and Company
Fintech			Third-Party Financial Technology
FMV			Fair Market Value

FRB			Federal Reserve Bank of Philadelphia

GDP			Gross domestic product


Higher One			Higher One Holdings, Inc.
HTM			Held to maturity


LIBOR			London Interbank Offered Rate
LPO			Limited Purpose Office

MMDA			Money market deposit accounts
NIM			Net interest margin, tax equivalent
NM			Not meaningful
NPA			Non-performing asset
NPL			Non-performing loan

NYSE			New York Stock Exchange

OCI			Other comprehensive income (loss)

OREO			Other real estate owned


PCD			Purchased Credit-Deteriorated

PPP			Paycheck Protection Program

PUT			Purchase Upon Termination

Table of Content s


Rate Shocks			Interest rates rising or falling immediately
ROU			Right-of-use


SBA			U.S. Small Business Administration
SBA loans			Loans originated pursuant to the rules and regulations of the SBA
SEC			U.S. Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended


Series E Preferred Stock			Fixed-to-floating rate non-cumulative perpetual preferred stock, series E
Series F Preferred Stock			Fixed-to-floating rate non-cumulative perpetual preferred stock, series F

Share Repurchase Program			Share repurchase program authorized by the Board of Directors of Customers Bancorp in 2021
SOFR			Secured Overnight Financing Rate


TRAC			Terminal Rental Adjustment Clause


U.S. GAAP			Accounting principles generally accepted in the United States of America
VIE			Variable interest entity

Table of Content s

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET — UNAUDITED

(amounts in thousands, except share and per share data)


	June 30, 2024		December 31, 2023
ASSETS
Cash and due from banks	$	45,045	$	45,210
Interest earning deposits	3,003,542		3,801,136
Cash and cash equivalents	3,048,587		3,846,346
Investment securities, at fair value (includes allowance for credit losses of $ 5,339 and $ 3,952 , respectively)	2,511,650		2,405,640

Investment securities held to maturity	962,799		1,103,170
Loans held for sale (includes $ 250,126 and $ 189,277 , respectively, at fair value)	375,724		340,317


Loans and leases receivable	12,254,204		11,963,855
Loans receivable, mortgage finance, at fair value	1,002,711		897,912
Allowance for credit losses on loans and leases	( 132,436 )		( 135,311 )
Total loans and leases receivable, net of allowance for credit losses on loans and leases	13,124,479		12,726,456
FHLB, Federal Reserve Bank, and other restricted stock	92,276		109,548
Accrued interest receivable	112,788		114,766

Bank premises and equipment, net	7,019		7,371
Bank-owned life insurance	293,108		292,193

Goodwill and other intangibles	3,629		3,629
Other assets	410,916		366,829

Total assets	$	20,942,975	$	21,316,265
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Demand, non-interest bearing	$	4,474,862	$	4,422,494
Interest bearing	13,203,231		13,497,742
Total deposits	17,678,093		17,920,236



FHLB advances	1,018,349		1,203,207
Other borrowings	123,970		123,840
Subordinated debt	182,370		182,230

Accrued interest payable and other liabilities	193,328		248,358

Total liabilities	19,196,110		19,677,871
Commitments and contingencies (NOTE 15)
Shareholders’ equity:
Preferred stock, par value $ 1.00 per share; liquidation preference $ 25.00 per share; 100,000,000 shares authorized, 5,700,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023	137,794		137,794
Common stock, par value $ 1.00 per share; 200,000,000 shares authorized; 35,686,091 and 35,459,342 shares issued as of June 30, 2024 and December 31, 2023; 31,667,655 and 31,440,906 shares outstanding as of June 30, 2024 and December 31, 2023	35,686		35,459
Additional paid in capital	567,345		564,538
Retained earnings	1,259,808		1,159,582
Accumulated other comprehensive income (loss), net	( 131,358 )		( 136,569 )
Treasury stock, at cost ( 4,018,436 shares as of June 30, 2024 and December 31, 2023)	( 122,410 )		( 122,410 )
Total shareholders’ equity	1,746,865		1,638,394
Total liabilities and shareholders’ equity	$	20,942,975	$	21,316,265

See accompanying notes to the unaudited consolidated financial statements.

Table of Content s

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) — UNAUDITED

(amounts in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Interest income:
Loans and leases	$	224,265	$	241,745	$	442,264	$	485,957
Investment securities	47,586		48,026		94,388		95,342
Interest earning deposits	45,506		27,624		98,323		38,019
Loans held for sale	13,671		11,149		25,719		22,850
Other	3,010		1,616		5,121		2,937
Total interest income	334,038		330,160		665,815		645,105
Interest expense:
Deposits	148,784		136,375		302,509		280,305
FHLB advances	13,437		24,285		26,922		34,655
FRB advances	—		—		—		6,286
Subordinated debt	2,734		2,689		5,423		5,378

Other borrowings	1,430		1,540		2,923		3,311
Total interest expense	166,385		164,889		337,777		329,935
Net interest income	167,653		165,271		328,038		315,170
Provision for credit losses	18,121		23,629		35,191		43,232
Net interest income after provision for credit losses	149,532		141,642		292,847		271,938
Non-interest income:


Commercial lease income	10,282		8,917		19,965		18,243
Loan fees	5,233		4,271		10,513		8,261
Bank-owned life insurance	2,007		4,997		5,268		7,644
Mortgage finance transactional fees	1,058		1,376		2,004		2,450




Net gain (loss) on sale of loans	( 238 )		( 761 )		( 228 )		( 761 )
Loss on sale of capital call lines of credit	—		( 5,037 )		—		( 5,037 )

Net gain (loss) on sale of investment securities	( 719 )		—		( 749 )		—





Unrealized gain on equity method investments	11,041		—		11,041		—
Other	2,373		2,234		4,454		3,318
Total non-interest income	31,037		15,997		52,268		34,118
Non-interest expense:
Salaries and employee benefits	44,947		33,120		80,972		65,465
Technology, communication and bank operations	16,227		16,407		38,131		32,996
Commercial lease depreciation	7,829		7,328		15,799		15,203
Professional services	6,104		9,192		12,457		16,788
Loan servicing	3,516		4,777		7,547		9,438
Occupancy	3,120		2,519		5,467		5,279
FDIC assessments, non-income taxes and regulatory fees	10,236		9,780		23,705		12,508
Advertising and promotion	1,254		546		1,936		1,595





Other	10,219		5,628		16,607		10,158
Total non-interest expense	103,452		89,297		202,621		169,430
Income before income tax expense	77,117		68,342		142,494		136,626
Income tax expense	19,032		20,768		34,683		35,331








Net income	58,085		47,574		107,811		101,295
Preferred stock dividends	3,785		3,567		7,585		7,023

Net income available to common shareholders	$	54,300	$	44,007	$	100,226	$	94,272


Basic earnings per common share	$	1.72	$	1.41	$	3.18	$	2.99

Diluted earnings per common share	1.66		1.39		3.06		2.95

See accompanying notes to the unaudited consolidated financial statements.

Table of Content s

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED

(amounts in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023


Net income	$	58,085	$	47,574	$	107,811	$	101,295
Unrealized gains (losses) on available for sale debt securities:
Unrealized gains (losses) arising during the period	( 851 )		( 17,401 )		3,629		( 9,131 )
Income tax effect	219		4,420		( 919 )		2,319
Reclassification adjustments for (gains) losses included in net income	719		—		749		—
Income tax effect	( 185 )		—		( 193 )		—
Amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity	1,406		1,449		2,612		2,321
Income tax effect	( 361 )		( 368 )		( 667 )		( 589 )
Net unrealized gains (losses) on available for sale debt securities	947		( 11,900 )		5,211		( 5,080 )






Other comprehensive income (loss), net of income tax effect	947		( 11,900 )		5,211		( 5,080 )
Comprehensive income (loss)	$	59,032	$	35,674	$	113,022	$	96,215

See accompanying notes to the unaudited consolidated financial statements.

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CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY — UNAUDITED

(amounts in thousands, except shares outstanding data)


	Three Months Ended June 30, 2024
	Preferred Stock			Common Stock
	Shares of Preferred Stock Outstanding	Preferred Stock		Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance, March 31,2024	5,700,000	$	137,794	31,521,931	$	35,540	$	567,490	$	1,205,508	$	( 132,305 )	$	( 122,410 )	$	1,691,617


Net income	—	—		—	—		—		58,085		—		—		58,085

Other comprehensive income (loss)	—	—		—	—		—		—		947		—		947


Preferred stock dividends (1)	—	—		—	—		—		( 3,785 )		—		—		( 3,785 )





Share-based compensation expense	—	—		—	—		3,270		—		—		—		3,270

Issuance of common stock under share-based compensation arrangements	—	—		145,724	146		( 3,415 )		—		—		—		( 3,269 )

Balance, June 30, 2024	5,700,000	$	137,794	31,667,655	$	35,686	$	567,345	$	1,259,808	$	( 131,358 )	$	( 122,410 )	$	1,746,865

	Three Months Ended June 30, 2023
	Preferred Stock			Common Stock
	Shares of Preferred Stock Outstanding	Preferred Stock		Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance, March 31,2023	5,700,000	$	137,794	31,239,750	$	35,258	$	552,255	$	974,399	$	( 156,276 )	$	( 122,410 )	$	1,421,020

Net income	—	—		—	—		—		47,574		—		—		47,574

Other comprehensive income (loss)	—	—		—	—		—		—		( 11,900 )		—		( 11,900 )


Preferred stock dividends (1)	—	—		—	—		—		( 3,567 )		—		—		( 3,567 )





Share-based compensation expense	—	—		—	—		3,488		—		—		—		3,488

Issuance of common stock under share-based compensation arrangements	—	—		42,568	43		( 6 )		—		—		—		37

Balance, June 30, 2023	5,700,000	$	137,794	31,282,318	$	35,301	$	555,737	$	1,018,406	$	( 168,176 )	$	( 122,410 )	$	1,456,652

(1) Dividends per share of $ 0.700488 and $ 0.675813 were declared on Series E and F preferred stock, respectively, for the three months ended June 30, 2024. Dividends per share of $ 0.639291 and $ 0.615141 were declared on Series E and F preferred stock, respectively, for the three months ended June 30, 2023.

Table of Content s


	Six Months Ended June 30, 2024
	Preferred Stock			Common Stock
	Shares of Preferred Stock Outstanding	Preferred Stock		Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance, December 31, 2023	5,700,000	$	137,794	31,440,906	$	35,459	$	564,538	$	1,159,582	$	( 136,569 )	$	( 122,410 )	$	1,638,394



Net income	—	—		—	—		—		107,811		—		—		107,811

Other comprehensive income (loss)	—	—		—	—		—		—		5,211		—		5,211


Preferred stock dividends (1)	—	—		—	—		—		( 7,585 )		—		—		( 7,585 )





Share-based compensation expense	—	—		—	—		7,246		—		—		—		7,246

Issuance of common stock under share-based compensation arrangements	—	—		226,749	227		( 4,439 )		—		—		—		( 4,212 )

Balance, June 30, 2024	5,700,000	$	137,794	31,667,655	$	35,686	$	567,345	$	1,259,808	$	( 131,358 )	$	( 122,410 )	$	1,746,865

	Six Months Ended June 30, 2023
	Preferred Stock			Common Stock
	Shares of Preferred Stock Outstanding	Preferred Stock		Shares of Common Stock Outstanding	Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Balance, December 31, 2022	5,700,000	$	137,794	32,373,697	$	35,012	$	551,721	$	924,134	$	( 163,096 )	$	( 82,604 )	$	1,402,961



Net income	—	—		—	—		—		101,295		—		—		101,295

Other comprehensive income (loss)	—	—		—	—		—		—		( 5,080 )		—		( 5,080 )


Preferred stock dividends (1)	—	—		—	—		—		( 7,023 )		—		—		( 7,023 )





Share-based compensation expense	—	—		—	—		6,468		—		—		—		6,468

Issuance of common stock under share-based compensation arrangements	—	—		288,504	289		( 2,452 )		—		—		—		( 2,163 )
Repurchase of common shares	—	—		( 1,379,883 )	—		—		—		—		( 39,806 )		( 39,806 )
Balance, June 30, 2023	5,700,000	$	137,794	31,282,318	$	35,301	$	555,737	$	1,018,406	$	( 168,176 )	$	( 122,410 )	$	1,456,652

(1) Dividends per share of $ 1.382118 and $ 1.333556 were declared on Series E and F preferred stock, respectively, for the six months ended June 30, 2024. Dividends per share of $ 1.258604 and $ 1.210829 were declared on Series E and F preferred stock, respectively, for the six months ended June 30, 2023.

See accompanying notes to the unaudited consolidated financial statements.

Table of Content s

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

(amounts in thousands)


	Six Months Ended June 30,
	2024		2023
Cash Flows from Operating Activities
Net income from continuing operations	$	107,811	$	101,295
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses	35,191		43,232
Depreciation and amortization	14,709		16,569

Share-based compensation expense	7,071		6,518
Deferred taxes	( 529 )		2,766
Net amortization (accretion) of investment securities premiums and discounts	( 4,689 )		( 5,778 )
Unrealized (gain) loss on investment securities	69		—
Net (gain) loss on sale of investment securities	749		—
Unrealized gain on equity method investments	( 11,041 )		—

Impairment loss on fixed assets and leases	—		124
Unrealized (gain) loss on derivatives	( 720 )		( 139 )


Settlement of terminated fair value hedge derivatives	—		4,630
(Gain) loss on sale of leased assets under lessor operating leases	( 1,660 )		202

Net (gain) loss on sale of loans	86		625
Loss on sale of capital call lines of credit	—		5,037

Origination and purchases of loans held for sale	( 694,847 )		( 309,590 )
Proceeds from the sales and repayments of loans held for sale	655,749		313,685

Amortization (accretion) of loan net deferred fees, discounts and premiums	( 16,809 )		( 32,174 )


Earnings on investment in bank-owned life insurance	( 5,268 )		( 7,644 )
(Increase) decrease in accrued interest receivable and other assets	( 43,888 )		( 70,818 )
Increase (decrease) in accrued interest payable and other liabilities	( 54,727 )		38,465
Net Cash Provided By (Used In) Operating Activities	( 12,743 )		107,005
Cash Flows from Investing Activities
Proceeds from maturities, calls and principal repayments of investment securities available for sale	259,666		156,297
Proceeds from maturities, calls and principal repayments of investment securities held to maturity	142,791		94,286

Proceeds from sales of investment securities available for sale	240,688		—
Purchases of investment securities available for sale	( 599,311 )		—
Purchases of investment securities held to maturity	—		( 73,074 )
Purchases of equity method investments	( 5,000 )		—
Origination of mortgage finance loans	( 10,386,402 )		( 10,104,913 )
Proceeds from repayments of mortgage finance loans	10,278,131		10,452,136
Net (increase) decrease in loans and leases, excluding mortgage finance loans	( 276,242 )		1,290,224
Proceeds from sales of loans and leases	23,708		397,107
Purchases of loans	( 50,644 )		( 600,674 )

Proceeds from bank-owned life insurance	2,563		55,227
Net (purchases of) proceeds from sale of FHLB, Federal Reserve Bank, and other restricted stock	18,267		( 52,044 )

Purchases of bank premises and equipment	( 736 )		( 154 )

Proceeds from sale of other real estate owned	79		—
Proceeds from sales of leased assets under lessor operating leases	13,724		569
Purchases of leased assets under lessor operating leases	( 19,601 )		( 14,881 )
Net Cash Provided By (Used In) Investing Activities	( 358,319 )		1,600,106

	(continued)






	Six Months Ended June 30,
	2024		2023
Cash Flows from Financing Activities
Net increase (decrease) in deposits	( 239,772 )		( 208,662 )

Net increase (decrease) in short-term borrowed funds from FHLB	—		( 300,000 )




Proceeds from long-term borrowed funds from FHLB and FRB	75,000		2,565,000
Repayments of long-term borrowed funds from FHLB and FRB	( 250,000 )		( 1,015,000 )





Preferred stock dividends paid	( 7,713 )		( 7,012 )

Purchase of treasury stock	—		( 39,806 )
Payments of employee taxes withheld from share-based awards	( 4,989 )		( 2,373 )
Proceeds from issuance of common stock	777		160

Net Cash Provided By (Used In) Financing Activities	( 426,697 )		992,307






Net Increase (Decrease) in Cash and Cash Equivalents	( 797,759 )		2,699,418
Cash and Cash Equivalents – Beginning	3,846,346		455,806
Cash and Cash Equivalents – Ending	$	3,048,587	$	3,155,224







Non-cash Investing and Financing Activities:

Purchases of investment securities held to maturity upon sale of consumer installment loans	$	—	$	436,841

Transfer of loans held for investment to held for sale	24,804		256,465
Transfer of loans held for sale to held for investment	3,194		14,377

See accompanying notes to the unaudited consolidated financial statements.

Table of Content s

CUSTOMERS BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF THE BUSINESS

Customers Bancorp, Inc. (“Customers Bancorp”) is a bank holding company engaged in banking activities through its wholly owned subsidiary, Customers Bank (“the Bank”), collectively referred to as “Customers” herein.

Customers Bancorp and its wholly owned subsidiaries, the Bank, and non-bank subsidiaries, serve businesses and residents in Berks County and Southeastern Pennsylvania (Bucks, Chester and Philadelphia Counties); New York (Westchester and Suffolk Counties, and Manhattan); Hamilton, New Jersey; Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire; Chicago, Illinois; Dallas, Texas; Wilmington, North Carolina; and nationally for certain loan and deposit products. The Bank has seven branches and provides commercial banking products, primarily loans and deposits. In addition, the Bank also administratively supports loan and other financial products, including equipment finance leases, to customers through its limited-purpose offices. The Bank also serves specialized businesses nationwide, including its mortgage finance loans, commercial equipment financing, SBA lending, specialized lending and consumer loans through relationships with fintech companies.

The Bank is subject to regulation of the Pennsylvania Department of Banking and Securities and the Federal Reserve Bank and is periodically examined by those regulatory authorities.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of Presentation

The interim unaudited consolidated financial statements have been prepared in conformity with U.S. GAAP and pursuant to the rules and regulations of the SEC. These interim unaudited consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial position and the results of operations and cash flows of Customers Bancorp and subsidiaries for the interim periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been omitted from these interim unaudited consolidated financial statements as permitted by SEC rules and regulations. The December 31, 2023 consolidated balance sheet presented in this report has been derived from Customers Bancorp’s audited 2023 consolidated financial statements. Management believes that the disclosures are adequate to present fairly the consolidated financial statements as of the dates and for the periods presented. These interim unaudited consolidated financial statements should be read in conjunction with the 2023 consolidated financial statements of Customers Bancorp and subsidiaries included in Customers’ Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024 (the “2023 Form 10-K”). The 2023 Form 10-K describes Customers Bancorp’s significant accounting policies. There have been no material changes to Customers Bancorp’s significant accounting policies noted above for the three and six months ended June 30, 2024.

Recently Issued Accounting Standards

Presented below are recently issued accounting standards that Customers has adopted as well as those that the FASB has issued but are not yet effective.

Table of Content s

Accounting Standards Adopted in 2024

Standard

Summary of Guidance

Effects on Financial Statements

ASU 2022-03,

Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

Issued June 2022

• Clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and not considered in measuring fair value.

• Prohibits recognition and measurement of a contractual sale restriction on the sale of an equity security as a separate unit of account.

• Provides disclosure requirements for the equity securities subject to contractual sale restrictions.

• Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

• Customers adopted this guidance on January 1, 2024. This guidance did not have a material impact on Customers’ financial condition, results of operations and consolidated financial statements.

ASU 2023-02,

Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method

Issued March 2023

• Provides an election to account for tax equity investments, regardless of the tax credit program, using the proportional amortization method provided that certain conditions are met.
• Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for any interim period, as of the beginning of the fiscal year that includes that interim period.

• Customers adopted this guidance on January 1, 2024. This guidance did not have a material impact on Customers’ financial condition, results of operations and consolidated financial statements.

Table of Content s

Accounting Standards Issued But Not Yet Adopted

Standard

Summary of Guidance

Effects on Financial Statements

ASU 2023-07,

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

Issued November 2023

• Requires a public entity, including a public entity that has a single reportable segment to disclose, on an annual and interim basis, all disclosures required by the amendments in this ASU and all existing disclosures in ASC 280.

• Requires disclosures of significant segment expenses included within each reportable segment’s profit or loss that are regularly provided to the CODM, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss.

• Clarifies that more than one measure of a segment’s profit or loss may be reported if the CODM uses them in assessing segment performance and deciding how to allocate resources, provided that at least one of the reported segment profit or loss measure is consistent with the measurement principles used in measuring the corresponding amounts in the entity’s consolidated financial statements.

• Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted.

• Customers is currently evaluating the expected impact of this ASU on Customers’ consolidated financial statements.

ASU 2023-08,

Intangibles - Goodwill and Other - Crypto Assets (Subtopic 250-60)

Issued December 2023

• Requires crypto assets meeting certain criteria to be subsequently measured at fair value with changes recognized in net income each reporting period.

• Requires crypto assets measured at fair value to be presented separately from other intangible assets in the balance sheet and changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement.

• Requires cash receipts arising from crypto assets that are received as noncash consideration in the ordinary course of business and converted nearly immediately into cash as operating activities in the statement of cash flows.

• Effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued.

• Customers does not expect this ASU to have a material impact on Customers’ financial condition, results of operations and consolidated financial statements.

ASU 2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Issued December 2023

• Requires public entities to disclose annually a tabular reconciliation of specific reconciling items, including those items exceeding five percent of the amount computed by multiplying income from continuing operations before income taxes by the statutory income tax rate, in the income tax rate reconciliation of the effective tax rate to the statutory tax rate.

• Requires disclosures of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes and by individual jurisdictions where income taxes paid is equal to or greater than five percent of total income taxes paid, net of refunds received.

• Effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued.

• Customers is currently evaluating the expected impact of this ASU on Customers’ consolidated financial statements.

Table of Content s

NOTE 3 — EARNINGS (LOSS) PER SHARE

The following are the components and results of Customers’ earnings per common share calculations for the periods presented.


	Three Months Ended June 30,				Six Months Ended June 30,
(amounts in thousands, except share and per share data)	2024		2023		2024		2023


Net income available to common shareholders	$	54,300	$	44,007	$	100,226	$	94,272

Weighted-average number of common shares outstanding – basic	31,649,715		31,254,125		31,561,569		31,535,103
Share-based compensation plans	1,049,434		337,017		1,215,273		430,894

Weighted-average number of common shares – diluted	32,699,149		31,591,142		32,776,842		31,965,997



Basic earnings per common share	$	1.72	$	1.41	$	3.18	$	2.99



Diluted earnings per common share	1.66		1.39		3.06		2.95

The following are securities that could potentially dilute basic earnings per common share in future periods that were not included in the computation of diluted earnings per common share because either the performance conditions for certain of the share-based compensation awards have not been met or to do so would have been anti-dilutive for the periods presented.


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Anti-dilutive securities:
Share-based compensation awards	87,531	1,718,281	1,680	1,410,180

Table of Content s

NOTE 4 — CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

The following tables present the changes in accumulated other comprehensive income (loss) by component for the three and six months ended June 30, 2024 and 2023. Amounts in parentheses indicate reductions to AOCI.


	Unrealized Gains (Losses) on Available for Sale Securities (1)
	Three Months Ended June 30,
(amounts in thousands)	2024		2023
Balance at April 1	$	( 132,305 )	$	( 156,276 )



Unrealized gains (losses) arising during period, before tax	( 851 )		( 17,401 )
Income tax effect	219		4,420
Other comprehensive income (loss) before reclassifications	( 632 )		( 12,981 )
Reclassification adjustments for (gains) losses included in net income, before tax	719		—
Income tax effect	( 185 )		—
Amounts reclassified from accumulated other comprehensive income (loss) to net income	534		—
Amortization of unrealized loss on securities transferred from available for sale to held to maturity	1,406		1,449
Income tax effect	( 361 )		( 368 )
Amortization of unrealized loss on securities transferred from available for sale to held to maturity	1,045		1,081
Net current-period other comprehensive income (loss)	947		( 11,900 )
Balance at June 30	$	( 131,358 )	$	( 168,176 )


	Unrealized Gains (Losses) Available for Sale Securities (1)
	Six Months Ended June 30,
(amounts in thousands)	2024		2023
Balance at January 1	$	( 136,569 )	$	( 163,096 )



Unrealized gains (losses) arising during period, before tax	3,629		( 9,131 )
Income tax effect	( 919 )		2,319
Other comprehensive income (loss) before reclassifications	2,710		( 6,812 )
Reclassification adjustments for (gains) losses included in net income, before tax	749		—
Income tax effect	( 193 )		—
Amounts reclassified from accumulated other comprehensive income (loss) to net income	556		—
Amortization of unrealized loss on securities transferred from available for sale to held to maturity	2,612		2,321
Income tax effect	( 667 )		( 589 )
Amortization of unrealized loss on securities transferred from available for sale to held to maturity	1,945		1,732
Net current-period other comprehensive income (loss)	5,211		( 5,080 )
Balance at June 30	$	( 131,358 )	$	( 168,176 )

(1) Reclassification amounts for AFS debt securities are reported as gain (loss) on sale of investment securities and amortization of unrealized losses on debt securities transferred from available-for-sale to held-to-maturity is reported within interest income on the consolidated statements of income.

Table of Content s

NOTE 5 — INVESTMENT SECURITIES

Investment securities at fair value

The amortized cost, approximate fair value and allowance for credit losses of investment securities at fair value as of June 30, 2024 and December 31, 2023 are summarized as follows:


	June 30, 2024 (1)
(amounts in thousands)	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale debt securities:
Asset-backed securities	$	50,517	$	( 367 )	$	—	$	( 3,038 )	$	47,112

Agency-guaranteed residential mortgage-backed securities	198,732		—		943		( 188 )		199,487

Agency-guaranteed residential collateralized mortgage obligations	181,750		—		19		( 12,257 )		169,512
Agency-guaranteed commercial collateralized mortgage obligations	83,180		—		133		( 1,495 )		81,818
Collateralized loan obligations	412,452		—		—		( 6,419 )		406,033
Commercial mortgage-backed securities	100,610		—		—		( 1,588 )		99,022
Corporate notes	655,759		( 4,972 )		131		( 63,173 )		587,745
Private label collateralized mortgage obligations	939,526		—		491		( 52,988 )		887,029


Available for sale debt securities	$	2,622,526	$	( 5,339 )	$	1,717	$	( 141,146 )	2,477,758

Equity securities (2)									33,892
Total investment securities, at fair value									$	2,511,650


	December 31, 2023 (1)
(amounts in thousands)	Amortized Cost		Allowance for Credit Losses		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available for sale debt securities:
Asset-backed securities	$	97,359	$	( 483 )	$	15	$	( 4,262 )	$	92,629



Agency-guaranteed residential collateralized mortgage obligations	129,589		—		—		( 12,681 )		116,908

Collateralized loan obligations	500,109		—		1		( 11,018 )		489,092
Commercial mortgage-backed securities	125,885		—		—		( 4,249 )		121,636
Corporate notes	636,880		( 3,469 )		79		( 50,456 )		583,034
Private label collateralized mortgage obligations	1,034,841		—		1,201		( 62,481 )		973,561

Available for sale debt securities	$	2,524,663	$	( 3,952 )	$	1,296	$	( 145,147 )	2,376,860

Equity securities (2)									28,780
Total investment securities, at fair value									$	2,405,640

(1) Accrued interest on AFS debt securities totaled $ 18.5 million and $ 14.7 million at June 30, 2024 and December 31, 2023, respectively, and is included in accrued interest receivable on the consolidated balance sheet.

(2) Includes perpetual preferred stock issued by domestic banks and domestic bank holding companies and equity securities issued by fintech companies, without a readily determinable fair value, and CRA-qualified mutual fund shares at June 30, 2024 and December 31, 2023. No impairments or measurement adjustments have been recorded on the equity securities without a readily determinable fair value since acquisition.

Customers’ transactions with unconsolidated VIEs include sales of consumer installment loans and investments in the securities issued by the VIEs. Customers is not the primary beneficiary of the VIEs because Customers has no right to make decisions that will most significantly affect the economic performance of the VIEs. Customers’ continuing involvement with the unconsolidated VIEs is not significant. Customers’ continuing involvement is not considered to be significant where Customers only invests in securities issued by the VIE and was not involved in the design of the VIE or where Customers has transferred financial assets to the VIE for only cash consideration. Customers’ investments in the securities issued by the VIEs are classified as AFS or HTM debt securities on the consolidated balance sheets, and represent Customers’ maximum exposure to loss.

Table of Content s

Proceeds from the sale of AFS debt securities were $ 218.7 million and $ 240.7 million for the three and six months ended June 30, 2024. There were no sales of AFS debt securities for the three and six months ended June 30, 2023. The following table presents gross realized gains and realized losses from the sale of AFS debt securities for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(amounts in thousands)	2024		2023		2024		2023
Gross realized gains	$	176	$	—	$	176	$	—
Gross realized losses	( 895 )		—		( 925 )		—
Net realized gains (losses) on sale of available for sale debt securities	$	( 719 )	$	—	$	( 749 )	$	—

These gains (losses) were determined using the specific identification method and were reported as net gain (loss) on sale of investment securities within non-interest income on the consolidated statements of income.

The following table presents AFS debt securities by stated maturity. Debt securities backed by mortgages and other assets have expected maturities that differ from contractual maturities because borrowers have the right to call or prepay and, therefore, these debt securities are classified separately with no specific maturity date:


	June 30, 2024
(amounts in thousands)	Amortized Cost		Fair Value
Due in one year or less	$	35,523	$	26,273
Due after one year through five years	532,571		482,410
Due after five years through ten years	87,665		79,062

Asset-backed securities	50,517		47,112
Agency-guaranteed residential mortgage-backed securities	198,732		199,487

Agency-guaranteed residential collateralized mortgage obligations	181,750		169,512
Agency-guaranteed commercial collateralized mortgage obligations	83,180		81,818
Collateralized loan obligations	412,452		406,033
Commercial mortgage-backed securities	100,610		99,022
Private label collateralized mortgage obligations	939,526		887,029


Total available for sale debt securities	$	2,622,526	$	2,477,758

Gross unrealized losses and fair value of Customers’ AFS debt securities for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024
	Less Than 12 Months				12 Months or More				Total
(amounts in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale debt securities:
Asset-backed securities	$	—	$	—	$	42,665	$	( 2,771 )	$	42,665	$	( 2,771 )
Agency-guaranteed residential mortgage-backed securities	58,493		( 188 )		—		—		58,493		( 188 )

Agency-guaranteed residential collateralized mortgage obligations	—		—		109,465		( 12,257 )		109,465		( 12,257 )
Agency-guaranteed commercial collateralized mortgage obligations	64,227		( 1,495 )		—		—		64,227		( 1,495 )
Collateralized loan obligations	57,745		( 454 )		278,681		( 5,965 )		336,426		( 6,419 )
Commercial mortgage-backed securities	—		—		99,022		( 1,588 )		99,022		( 1,588 )
Corporate notes	65,085		( 1,610 )		311,986		( 33,972 )		377,071		( 35,582 )
Private label collateralized mortgage obligations	233,432		( 6,794 )		572,488		( 46,204 )		805,920		( 52,998 )


Total	$	478,982	$	( 10,541 )	$	1,414,307	$	( 102,757 )	$	1,893,289	$	( 113,298 )

Table of Content s


	December 31, 2023
	Less Than 12 Months				12 Months or More				Total
(amounts in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale debt securities:
Asset-backed securities	$	—	$	—	$	64,029	$	( 4,027 )	$	64,029	$	( 4,027 )


Agency-guaranteed residential collateralized mortgage obligations	—		—		116,908		( 12,681 )		116,908		( 12,681 )

Collateralized loan obligations	29,241		( 392 )		438,551		( 10,626 )		467,792		( 11,018 )
Commercial mortgage-backed securities	—		—		121,636		( 4,249 )		121,636		( 4,249 )
Corporate notes	23,243		( 1,147 )		424,768		( 33,764 )		448,011		( 34,911 )
Private label collateralized mortgage obligations	303,750		( 11,243 )		613,007		( 51,417 )		916,757		( 62,660 )


Total	$	356,234	$	( 12,782 )	$	1,778,899	$	( 116,764 )	$	2,135,133	$	( 129,546 )

At June 30, 2024, there were 28 AFS debt securities with unrealized losses in the less-than-twelve-months category and 93 AFS debt securities with unrealized losses in the twelve-months-or-more category. Except for one asset-backed security and 20 corporate notes where there was a change in future estimated cash flows as further discussed below, the unrealized losses were principally due to changes in market interest rates and credit spreads that resulted in a negative impact on the respective securities’ fair value and expected to be recovered when market prices recover or at maturity. Customers does not intend to sell any of the 121 securities, and it is not more likely than not that Customers will be required to sell any of the 121 securities before recovery of the amortized cost basis. At December 31, 2023, there were 119 AFS debt securities in an unrealized loss position.

Customers recorded an allowance for credit losses on one asset-backed security and 20 corporate notes where there was a change in future estimated cash flows during the three and six months ended June 30, 2024 and on four asset-backed securities and nine corporate notes during the three and six months ended June 30, 2023. A discounted cash flow approach is used to determine the amount of the allowance. The cash flows expected to be collected, after considering expected prepayments, are discounted at the original effective interest rate. The amount of the allowance is limited to the difference between the amortized cost basis of the security and its estimated fair value.

The following table presents the activity in the allowance for credit losses on AFS debt securities, by major security type, for the periods presented:


	Three Months Ended June 30,
	2024						2023
(amounts in thousands)	Asset-backed securities		Corporate notes		Total		Asset-backed securities		Corporate notes		Total
Balance at April 1	$	450	$	4,619	$	5,069	$	790	$	1,383	$	2,173
Credit losses on securities for which credit losses were not previously recorded	—		466		466		—		233		233
Credit losses on previously impaired securities	—		242		242		773		260		1,033
Decrease in allowance for credit losses on previously impaired securities	( 83 )		( 355 )		( 438 )		—		—		—

Balance at June 30	$	367	$	4,972	$	5,339	$	1,563	$	1,876	$	3,439

Table of Content s


	Six Months Ended June 30,
	2024						2023
(amounts in thousands)	Asset-backed securities		Corporate notes		Total		Asset-backed securities		Corporate notes		Total
Balance at January 1	$	483	$	3,469	$	3,952	$	578	$	—	$	578
Credit losses on securities for which credit losses were not previously recorded	—		631		631		—		1,876		1,876
Credit losses on previously impaired securities	—		1,057		1,057		1,046		—		1,046
Decrease in allowance for credit losses on previously impaired securities	( 116 )		( 185 )		( 301 )		( 61 )		—		( 61 )

Balance at June 30	$	367	$	4,972	$	5,339	$	1,563	$	1,876	$	3,439

At June 30, 2024 and December 31, 2023, no AFS investment securities holding of any one issuer, other than the U.S. government and its agencies, amounted to greater than 10% of shareholders’ equity.

At June 30, 2024 and December 31, 2023, Customers Bank had pledged AFS investment securities aggregating $ 1.3 billion and $ 1.2 billion in fair value, respectively, as collateral for immediately available liquidity from the FRB. The counterparty does not have the ability to sell or repledge these securities.

Investment securities held to maturity

The amortized cost, approximate fair value and allowance for credit losses of investment securities held to maturity as of June 30, 2024 and December 31, 2023 are summarized as follows:


	June 30, 2024 (1)
(amounts in thousands)	Amortized Cost		Allowance for Credit Losses		Net Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held to maturity debt securities:
Asset-backed securities	$	446,070	$	—	$	446,070	$	1,148	$	( 1,515 )	$	445,703

Agency-guaranteed residential mortgage-backed securities	6,960		—		6,960		—		( 849 )		6,111
Agency-guaranteed commercial mortgage-backed securities	1,810		—		1,810		—		( 317 )		1,493
Agency-guaranteed residential collateralized mortgage obligations	178,761		—		178,761		—		( 18,037 )		160,724
Agency-guaranteed commercial collateralized mortgage obligations	145,173		—		145,173		—		( 21,899 )		123,274



Private label collateralized mortgage obligations	184,025		—		184,025		—		( 13,255 )		170,770

Total held to maturity debt securities	$	962,799	$	—	$	962,799	$	1,148	$	( 55,872 )	$	908,075

Table of Content s


	December 31, 2023 (1)
(amounts in thousands)	Amortized Cost		Allowance for Credit Losses		Net Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held to maturity debt securities:
Asset-backed securities	$	575,990	$	—	$	575,990	$	202	$	( 2,064 )	$	574,128

Agency-guaranteed residential mortgage-backed securities	7,039		—		7,039		—		( 649 )		6,390
Agency-guaranteed commercial mortgage-backed securities	1,850		—		1,850		—		( 134 )		1,716
Agency-guaranteed residential collateralized mortgage obligations	186,636		—		186,636		—		( 19,049 )		167,587
Agency-guaranteed commercial collateralized mortgage obligations	146,765		—		146,765		—		( 23,178 )		123,587



Private label collateralized mortgage obligations	184,890		—		184,890		—		( 11,859 )		173,031

Total held to maturity debt securities	$	1,103,170	$	—	$	1,103,170	$	202	$	( 56,933 )	$	1,046,439

(1) Accrued interest on HTM debt securities totaled $ 2.2 million and $ 2.7 million at June 30, 2024 and December 31, 2023, respectively, and is included in accrued interest receivable on the consolidated balance sheet.

During the three and six months ended June 30, 2023, Customers sold consumer installment loans that were classified as held for sale with a carrying value of $ 556.7 million, inclusive of $ 154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs. As part of these sales, Customers recognized a loss on sale of $ 1.2 million, inclusive of transaction costs, in net gain (loss) on sale of loans within non-interest income in the consolidated statement of income. Customers provided financing to the purchasers for a portion of the sale price in the form of $ 436.8 million of asset-backed securities, presented in the tables above, collateralized by the sold loans. Customers acts as the servicer for the sold consumer installment loans to one of the VIEs, and receives a servicing fee. Customers recognized a servicing asset of $ 3.8 million upon sale.

At the time of the sale, and at each subsequent reporting period, Customers is required to evaluate its involvement with the VIEs to determine if it holds a variable interest in the VIEs and, if so, if Customers is the primary beneficiary of the VIEs. If Customers is both a variable interest holder and the primary beneficiary of the VIEs, it would be required to consolidate the VIEs. As of June 30, 2024 and December 31, 2023, Customers concluded that its investments in asset-backed securities as well as the servicing fees are considered variable interests in the VIEs as there is a possibility, even if remote, that would result in Customers’ interests in the asset-backed securities or the servicing fees absorbing some of the losses of the VIEs.

After concluding that Customers has one or more variable interests in the VIEs, Customers must determine if it is the primary beneficiary of the VIEs. U.S. GAAP defines the primary beneficiary as the entity that has both an economic exposure to the VIE as well as the power to direct the activities that are determined to be most significant to the economic performance of the VIE. In order to make this determination, Customers needed to first establish which activities are the most significant to the economic performance of the VIEs. Based on a review of the VIEs’ activities, Customers concluded the servicing activities, specifically those performed for significantly delinquent loans contribute most significantly to the performance of the loans and thus the VIEs. The conclusion is based upon review of the historical performance of the types of consumer installment loans sold to the VIEs, as well as consideration of which activities performed by the owner or servicer of the loans contribute most significantly to the ultimate performance of the loans. The loan servicing agreement between Customers and the VIE for a portion of the sold consumer loans provide that the VIE has substantive kick out rights to replace Customers as the servicer with or without cause. Accordingly, as a holder of the asset-backed securities and the servicer of the loans, Customers does not have the power to direct the servicing of significantly delinquent loans given the VIEs’ substantive kick-out rights. Customers is not the servicer for the sold consumer loans to one of the VIEs and therefore does not have the power to direct the activities that most significantly impact the economic performance of this VIE. As the activities which most significantly affect the performance of the VIEs are not controlled by Customers, Customers has concluded that it is therefore not the primary beneficiary and does not consolidate the VIEs. Customers accounted for its investments in the asset-backed securities as HTM debt securities on the consolidated balance sheet.

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The following table presents HTM debt securities by stated maturity, including debt securities backed by mortgages and other assets with expected maturities that differ from contractual maturities because borrowers have the right to call or prepay and, therefore, are classified separately with no specific maturity date:


	June 30, 2024
(amounts in thousands)	Amortized Cost		Fair Value




Asset-backed securities	$	446,070	$	445,703


Agency-guaranteed residential mortgage-backed securities	6,960		6,111
Agency-guaranteed commercial mortgage-backed securities	1,810		1,493
Agency-guaranteed residential collateralized mortgage obligations	178,761		160,724
Agency-guaranteed commercial collateralized mortgage obligations	145,173		123,274
Private label collateralized mortgage obligations	184,025		170,770
Total held to maturity debt securities	$	962,799	$	908,075

Customers recorded no allowance for credit losses on investment securities classified as held to maturity at June 30, 2024 and December 31, 2023. The U.S. government agency securities represent obligations issued by a U.S. government-sponsored enterprise or other federal government agency that are explicitly or implicitly guaranteed by the U.S. federal government and therefore, assumed to have zero credit losses. The private label collateralized mortgage obligations that are highly rated with sufficient overcollateralization are estimated to have no expected credit losses. Customers recorded no allowance for its investments in the asset-backed securities. Customers considered the seniority of its beneficial interests, which include overcollateralization of these asset-backed securities in the estimate of the ACL at June 30, 2024 and December 31, 2023. The unrealized losses on HTM debt securities with no ACL were primarily due to changes in market interest rates that resulted in a negative impact on the respective securities’ fair value and are expected to be recovered when market prices recover or at maturity.

Credit Quality Indicator

Customers monitors the credit quality of HTM debt securities primarily through credit ratings provided by rating agencies. Investment grade debt securities are rated BBB- or higher by S&P Global Ratings, Baa3 or higher by Moody’s Investors Service or equivalent ratings by other rating agencies, and are generally considered to be of low credit risk. Except for the asset-backed securities and a private label collateralized mortgage obligation, all of the HTM debt securities held by Customers were investment grade or U.S. government agency guaranteed securities that were not rated at June 30, 2024 and December 31, 2023. The asset-backed securities and a private label collateralized mortgage obligation are not rated by rating agencies. Customers monitors the credit quality of these asset-backed securities and a private label collateralized mortgage obligation by evaluating the performance of the sold consumer installment loans and other underlying loans against the overcollateralization available for these securities.

The following table presents the amortized cost of HTM debt securities based on their lowest credit rating available:


	June 30, 2024
(amounts in thousands)	AAA		AA		Not Rated		Total
Held to maturity debt securities:
Asset-backed securities	$	—	$	—	$	446,070	$	446,070

Agency-guaranteed residential mortgage-backed securities	—		—		6,960		6,960
Agency-guaranteed commercial mortgage-backed securities	—		—		1,810		1,810
Agency-guaranteed residential collateralized mortgage obligations	—		—		178,761		178,761
Agency-guaranteed commercial collateralized mortgage obligations	—		—		145,173		145,173



Private label collateralized mortgage obligations	83,903		26,124		73,998		184,025

Total held to maturity debt securities	$	83,903	$	26,124	$	852,772	$	962,799

Customers has elected to not estimate an ACL on accrued interest receivable on HTM debt securities, as it already has a policy in place to reverse or write-off accrued interest, through interest income, for debt securities in nonaccrual status in a timely manner. At June 30, 2024 and December 31, 2023, there were no HTM debt securities past due under the terms of their agreements or in nonaccrual status.

At June 30, 2024 and December 31, 2023, Customers Bank had pledged HTM investment securities aggregating $ 388.7 million and $ 398.4 million in fair value, respectively, as collateral primarily for immediately available liquidity from the FRB and unused lines of credit with another financial institution. The counterparties do not have the ability to sell or repledge these securities.

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NOTE 6 – LOANS HELD FOR SALE

The composition of loans held for sale as of June 30, 2024 and December 31, 2023 was as follows:


(amounts in thousands)	June 30, 2024		December 31, 2023








Residential mortgage loans, at fair value	$	2,684	$	1,215
Personal installment loans, at lower of cost or fair value	125,598		151,040

Other installment loans, at fair value	247,442		188,062

Total loans held for sale	$	375,724	$	340,317

Total loans held for sale included NPLs of $ 2.4 million and $ 0.5 million as of June 30, 2024 and December 31, 2023, respectively.

During the three and six months ended June 30, 2023, Customers sold $ 556.7 million of personal and other installment loans that were classified as held for sale, inclusive of $ 154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to two third-party sponsored VIEs. Customers provided financing to the purchasers for a portion of the sales price in the form of $ 436.8 million of asset backed securities while $ 115.1 million of the remaining sales proceeds were paid in cash. Refer to NOTE 5 – INVESTMENT SECURITIES for additional information.

NOTE 7 — LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES

The following table presents loans and leases receivable as of June 30, 2024 and December 31, 2023.


(amounts in thousands)	June 30, 2024		December 31, 2023

Loans and leases receivable:
Commercial:
Commercial and industrial:

Specialized lending (1)	$	5,528,745	$	5,006,693
Other commercial and industrial (2)	1,212,247		1,279,147
Multifamily	2,067,332		2,138,622
Commercial real estate owner occupied	805,779		797,319
Commercial real estate non-owner occupied	1,202,606		1,177,650
Construction	163,409		166,393

Total commercial loans and leases receivable	10,980,118		10,565,824
Consumer:
Residential real estate	481,503		484,435
Manufactured housing	35,901		38,670
Installment:

Personal	474,481		555,533
Other	282,201		319,393

Total consumer loans receivable	1,274,086		1,398,031
Loans and leases receivable	12,254,204		11,963,855

Loans receivable, mortgage finance, at fair value	1,002,711		897,912
Allowance for credit losses on loans and leases	( 132,436 )		( 135,311 )
Total loans and leases receivable, net of allowance for credit losses on loans and leases (3)	$	13,124,479	$	12,726,456

(1) Includes direct finance equipment leases of $ 222.2 million and $ 205.7 million at June 30, 2024 and December 31, 2023, respectively.

(2) Includes PPP loans of $ 38.3 million and $ 74.7 million at June 30, 2024 and December 31, 2023, respectively.

(3) Includes deferred (fees) costs and unamortized (discounts) premiums, net of $( 15.1 ) million and $( 22.7 ) million at June 30, 2024 and December 31, 2023, respectively.

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Customers’ total loans and leases receivable includes loans receivable reported at fair value based on an election made to account for these loans at fair value, and loans and leases receivable predominately reported at their outstanding unpaid principal balance, net of charge-offs, deferred costs and fees, unamortized premiums and discounts, and evaluated for impairment. The total amount of accrued interest recorded for total loans was $ 90.4 million and $ 95.0 million at June 30, 2024 and December 31, 2023, respectively, and is presented in accrued interest receivable in the consolidated balance sheet. At June 30, 2024 and December 31, 2023, there were $ 35.4 million and $ 15.8 million of individually evaluated loans that were collateral-dependent, respectively. Substantially all individually evaluated loans were collateral-dependent and consisted primarily of commercial and industrial, commercial real estate, and residential real estate loans. Collateral-dependent commercial and industrial loans were secured by accounts receivable, inventory and equipment; collateral-dependent commercial real estate loans were secured by commercial real estate assets; and residential real estate loans were secured by residential real estate assets.

Loans and leases receivable

The following tables summarize loans and leases receivable by loan and lease type and performance status as of June 30, 2024 and December 31, 2023:


	June 30, 2024
(amounts in thousands)	30-59 Days past due (1)		60-89 Days past due (1)		90 Days or more past due (2)		Total past due		Loans and leases not past due (3)(4)		Total loans and leases (4)
Commercial and industrial, including specialized lending	$	3,698	$	14	$	5,311	$	9,023	$	6,693,685	$	6,702,708


Multifamily	—		—		14,002		14,002		2,053,330		2,067,332

Commercial real estate owner occupied	113		—		9,584		9,697		796,082		805,779
Commercial real estate non-owner occupied	5,580		494		62		6,136		1,196,470		1,202,606
Construction	—		—		—		—		163,409		163,409
Residential real estate	2,865		2,704		4,409		9,978		471,525		481,503
Manufactured housing	516		450		2,547		3,513		32,388		35,901
Installment	7,509		4,995		5,614		18,118		738,564		756,682



Total	$	20,281	$	8,657	$	41,529	$	70,467	$	12,145,453	$	12,215,920


	December 31, 2023
(amounts in thousands)	30-59 Days past due (1)		60-89 Days past due (1)		90 Days or more past due (2)		Total past due		Loans and leases not past due (3)		Total loans and leases (4)
Commercial and industrial, including specialized lending	$	1,516	$	322	$	4,153	$	5,991	$	6,205,114	$	6,211,105


Multifamily	16,003		—		—		16,003		2,122,619		2,138,622

Commercial real estate owner occupied	449		3,814		5,827		10,090		787,229		797,319
Commercial real estate non-owner occupied	16,653		—		—		16,653		1,160,997		1,177,650
Construction	—		—		—		—		166,393		166,393
Residential real estate	10,504		2,255		3,764		16,523		467,912		484,435
Manufactured housing	1,152		343		2,869		4,364		34,306		38,670
Installment	9,255		7,866		7,211		24,332		850,594		874,926



Total	$	55,532	$	14,600	$	23,824	$	93,956	$	11,795,164	$	11,889,120

(1) Includes past due loans and leases that are accruing interest because collection is considered probable.

(2) Includes loans amounting to $ 0.5 million as of June 30, 2024 and December 31, 2023 that are still accruing interest because collection is considered probable.

(3) Loans and leases where next payment due is less than 30 days from the report date. The tables exclude PPP loans of $ 38.3 million, of which $ 0.6 million were 30-59 days past due and $ 20.6 million were 60 days or more past due as of June 30, 2024, and PPP loans of $ 74.7 million, of which $ 0.7 million were 30-59 days past due and $ 48.5 million were 60 days or more past due as of December 31, 2023. Claims for guarantee payments are submitted to the SBA for eligible PPP loans that are more than 60 days past due.

(4) Includes PCD loans of $ 152.2 million and $ 157.2 million at June 30, 2024 and December 31, 2023, respectively.

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Nonaccrual Loans and Leases

The following table presents the amortized cost of loans and leases held for investment on nonaccrual status.


	June 30, 2024						December 31, 2023
(amounts in thousands)	Nonaccrual loans with no related allowance		Nonaccrual loans with related allowance		Total nonaccrual loans		Nonaccrual loans with no related allowance		Nonaccrual loans with related allowance		Total nonaccrual loans
Commercial and industrial, including specialized lending	$	1,462	$	4,026	$	5,488	$	3,365	$	1,071	$	4,436


Multifamily	—		14,002		14,002		—		—		—

Commercial real estate owner occupied	9,612		—		9,612		5,869		—		5,869
Commercial real estate non-owner occupied	62		—		62		—		—		—

Residential real estate	7,765		414		8,179		6,685		117		6,802
Manufactured housing	—		2,047		2,047		—		2,331		2,331
Installment	—		5,614		5,614		—		7,211		7,211



Total	$	18,901	$	26,103	$	45,004	$	15,919	$	10,730	$	26,649

Interest income recognized on nonaccrual loans was insignificant for the three and six months ended June 30, 2024 and 2023. Accrued interest reversed when the loans went to nonaccrual status was insignificant for the three and six months ended June 30, 2024 and 2023.

Loans receivable, mortgage finance, at fair value

Mortgage finance loans consist of commercial loans to mortgage companies. These mortgage finance lending transactions are subject to master repurchase agreements. As a result of the contractual provisions, for accounting purposes, control of the underlying mortgage loan has not transferred and the rewards and risks of the mortgage loans are not assumed by Customers. The mortgage finance loans are designated as loans held for investment and reported at fair value based on an election made to account for the loans at fair value. Pursuant to the agreements, Customers funds the pipelines for these mortgage lenders by sending payments directly to the closing agents for funded mortgage loans and receives proceeds directly from third party investors when the underlying mortgage loans are sold into the secondary market. The fair value of the mortgage finance loans is estimated as the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The interest rates on these loans are variable, and the lending transactions are short-term, with an average life under 30 days from purchase to sale. The primary goal of these lending transactions is to provide liquidity to mortgage companies.

At June 30, 2024 and December 31, 2023, all of Customers’ mortgage finance loans were current in terms of payment. As these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures.

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Allowance for credit losses on loans and leases

The changes in the ACL on loans and leases by loan and lease type for the three and six months ended June 30, 2024 and 2023 are presented in the tables below.


(amounts in thousands)	Commercial and industrial (1)(2)		Multifamily		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Construction		Residential real estate		Manufactured housing		Installment		Total
Three Months Ended June 30, 2024
Ending Balance, March 31, 2024	$	23,003	$	18,307	$	10,201	$	18,320	$	1,866	$	6,707	$	4,160	$	50,732	$	133,296

Charge-offs	( 7,348 )		( 1,433 )		—		—		—		—		—		( 13,943 )		( 22,724 )
Recoveries	1,683		—		—		—		7		20		—		2,303		4,013
Provision (benefit) for credit losses on loans and leases	6,383		3,778		( 1,770 )		( 354 )		( 17 )		( 843 )		( 66 )		10,740		17,851
Ending Balance, June 30, 2024	$	23,721	$	20,652	$	8,431	$	17,966	$	1,856	$	5,884	$	4,094	$	49,832	$	132,436
Six Months Ended June 30, 2024
Ending Balance, December 31, 2023	$	23,503	$	16,343	$	9,882	$	16,859	$	1,482	$	6,586	$	4,239	$	56,417	$	135,311

Charge-offs	( 12,744 )		( 1,906 )		( 22 )		—		—		( 19 )		—		( 30,860 )		( 45,551 )
Recoveries	3,407		—		—		—		7		21		—		5,437		8,872
Provision (benefit) for credit losses on loans and leases	9,555		6,215		( 1,429 )		1,107		367		( 704 )		( 145 )		18,838		33,804
Ending Balance, June 30, 2024	$	23,721	$	20,652	$	8,431	$	17,966	$	1,856	$	5,884	$	4,094	$	49,832	$	132,436


(amounts in thousands)	Commercial and industrial (1)(2)		Multifamily		Commercial real estate owner occupied		Commercial real estate non-owner occupied		Construction		Residential real estate		Manufactured housing		Installment		Total
Three Months Ended June 30, 2023
Ending Balance, March 31, 2023	$	20,050	$	15,084	$	8,472	$	11,032	$	2,336	$	6,853	$	4,339	$	62,115	$	130,281
Allowance for credit losses on FDIC PCD loans, net of charge-offs (3)	2,576		—		—		—		—		—		—		—		2,576
Charge-offs	( 432 )		( 1,448 )		—		( 288 )		—		( 27 )		—		( 16,384 )		( 18,579 )
Recoveries	174		—		34		22		—		3		—		2,782		3,015
Provision (benefit) for credit losses on loans and leases	6,724		1,764		1,709		2,729		303		17		( 1 )		9,118		22,363
Ending Balance, June 30, 2023	$	29,092	$	15,400	$	10,215	$	13,495	$	2,639	$	6,846	$	4,338	$	57,631	$	139,656
Six Months Ended June 30, 2023
Ending Balance, December 31, 2022	$	17,582	$	14,541	$	6,454	$	11,219	$	1,913	$	6,094	$	4,430	$	68,691	$	130,924
Allowance for credit losses on FDIC PCD loans, net of charge-offs (3)	2,576		—		—		—		—		—		—		—		2,576
Charge-offs	( 592 )		( 1,448 )		—		( 4,527 )		—		( 27 )		—		( 33,099 )		( 39,693 )
Recoveries	405		—		34		27		116		5		—		4,891		5,478
Provision (benefit) for credit losses on loans and leases	9,121		2,307		3,727		6,776		610		774		( 92 )		17,148		40,371
Ending Balance, June 30, 2023	$	29,092	$	15,400	$	10,215	$	13,495	$	2,639	$	6,846	$	4,338	$	57,631	$	139,656

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(1) Includes specialized lending.

(2) PPP loans include an embedded credit enhancement from the SBA, which guarantees 100% of the principal and interest owed by the borrower provided that the SBA’s eligibility criteria are met. As a result, the eligible PPP loans do not have an ACL.

(3) Represents $ 8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of a venture banking loan portfolio (included within specialized lending) from the FDIC on June 15, 2023, net of $ 6.2 million of charge-offs for certain of these PCD loans upon acquisition.

At June 30, 2024, the ACL on loans and leases was $ 132.4 million, a decrease of $ 2.9 million from the December 31, 2023 balance of $ 135.3 million. The decrease in ACL for the three and six months ended June 30, 2024 was primarily attributable to slight improvements in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment.

Loan Modifications for Borrowers Experiencing Financial Difficulty

A borrower is considered to be experiencing financial difficulty when there is a significant doubt about the borrower’s ability to make the required principal and interest payments on the loan or to get an equivalent financing from another creditor at a market rate for a similar loan.

When borrowers are experiencing financial difficulty, Customers may make certain loan modifications as part of loss mitigation strategies to maximize expected payment. To be classified as a modification made to a borrower experiencing financial difficulty, the modification must be in the form of an interest rate reduction, principal forgiveness, or an other-than-insignificant payment delay (payment deferral), term extension, or combinations thereof.

Customers will generally try other forms of relief before principal forgiveness. Any contractual reduction in the amount of principal due without receiving payment or assets is considered forgiveness. For the purpose of this disclosure, Customers considers any contractual change in interest rate that results in a reduction in interest rate relative to the current stated interest rate as an interest rate reduction. Generally, Customers considers any delay in payment of greater than 90 days in the last 12 months to be significant. Term extensions extend the original contractual maturity of the loan. For the purpose of this disclosure, modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

The following table presents the amortized cost of loans that were modified to borrowers experiencing financial difficulty for the three and six months ended June 30, 2024 and 2023, disaggregated by class of financing receivable and type of modification granted.


	Three Months Ended June 30, 2024
(dollars in thousands)	Term Extension		Payment Deferral		Debt Forgiveness		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class


Commercial and industrial, including specialized lending	$	1,997	$	1,756	$	—	$	—	$	3,753	0.06	%



Commercial real estate non-owner occupied	17,265		—		—		—		17,265		1.44	%




Manufactured housing	82		—		—		49		131		0.36	%

Personal installment	373		34		35		—		442		0.09	%

Total	$	19,717	$	1,790	$	35	$	49	$	21,591


	Three Months Ended June 30, 2023
(dollars in thousands)	Term Extension		Payment Deferral		Debt Forgiveness		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class











Manufactured housing	$	52	$	—	$	—	$	229	$	281	0.67	%

Personal installment	3,540		180		183		—		3,903		0.52	%

Total	$	3,592	$	180	$	183	$	229	$	4,184

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	Six Months Ended June 30, 2024
(dollars in thousands)	Term Extension		Payment Deferral		Debt Forgiveness		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class


Commercial and industrial, including specialized lending	$	1,997	$	3,743	$	—	$	—	$	5,740	0.09	%

Multifamily	—		10,691		—		—		10,691		0.52	%

Commercial real estate non-owner occupied	17,265		—		—		—		17,265		1.44	%



Residential real estate	—		53		—		—		53		0.01	%
Manufactured housing	82		—		—		49		131		0.36	%

Personal installment	3,840		189		68		—		4,097		0.86	%

Total	$	23,184	$	14,676	$	68	$	49	$	37,977


	Six Months Ended June 30, 2023
(dollars in thousands)	Term Extension		Payment Deferral		Debt Forgiveness		Interest Rate Reduction and Term Extension		Total		Percentage of Total by Financing Class


Commercial and industrial, including specialized lending	$	169	$	—	$	—	$	—	$	169	0.00	%


Commercial real estate owner occupied	169		—		—		—		169		0.02	%





Manufactured housing	59		—		—		291		350		0.84	%

Personal installment	8,067		269		264		—		8,600		1.14	%

Total	$	8,464	$	269	$	264	$	291	$	9,288

As of June 30, 2024, there were no commitments to lend additional funds to debtors experiencing financial difficulty whose loans have been modified during the three and six months ended June 30, 2024.

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The following table summarizes the impacts of loan modifications made to borrowers experiencing financial difficulty for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30, 2024					Three Months Ended June 30, 2023
	Weighted Average					Weighted Average
(dollars in thousands)	Interest Rate Reduction (%)	Term Extension (in months)	Payment Deferral (in months)	Debt Forgiven		Interest Rate Reduction (%)	Term Extension (in months)	Payment Deferral (in months)	Debt Forgiven
Commercial and industrial, including specialized lending	— %	1	7	$	—	— %	0	0	$	—


Commercial real estate non-owner occupied	—	12	0	—		—	0	0	—


Manufactured housing	4.3	50	0	—		3.5	47	0	—
Personal installment	—	4	7	41		—	5	6	100


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Weighted Average						Weighted Average
(dollars in thousands)	Interest Rate Reduction (%)		Term Extension (in months)	Payment Deferral (in months)	Debt Forgiven		Interest Rate Reduction (%)		Term Extension (in months)	Payment Deferral (in months)	Debt Forgiven
Commercial and industrial, including specialized lending	—	%	1	5	$	—	—	%	4	0	$	—
Multifamily	—		0	5	—		—		0	0	—
Commercial real estate owner occupied	—		0	0	—		—		4	0	—
Commercial real estate non-owner occupied	—		12	0	—		—		0	0	—

Residential real estate	—		0	5	—		—		0	0	—
Manufactured housing	4.3		50	0	—		2.9		49	0	—
Personal installment	—		6	7	141		—		5	6	166

The performance of loans made to borrowers experiencing financial difficulty in which modifications were made is closely monitored to understand the effectiveness of modification efforts. Loans are considered to be in payment default at 90 days or more past due. The following table presents an aging analysis of loan modifications made to borrowers experiencing financial difficulty in the twelve months ended June 30, 2024 and the six months ended ended June 30, 2023.


	June 30, 2024
(dollars in thousands)	30-59 Days past due		60-89 Days past due		90 Days or more past due		Current		Total
Commercial:
Commercial and industrial, including specialized lending	$	—	$	—	$	3,743	$	14,101	$	17,844


Multifamily	—		—		—		10,691		10,691

Commercial real estate non-owner occupied	—		—		—		17,265		17,265



Residential real estate	—		—		—		99		99
Manufactured housing	124		36		—		317		477

Personal installment	510		312		417		9,317		10,556

Total	$	634	$	348	$	4,160	$	51,790	$	56,932

Table of Content s


	June 30, 2023 (1)
(dollars in thousands)	30-59 Days past due		60-89 Days past due		90 Days or more past due		Current		Total

Commercial and industrial, including specialized lending	$	—	$	—	$	169	$	—	$	169



Commercial real estate owner occupied	—		—		169		—		169





Manufactured housing	—		—		—		350		350

Personal installment	492		459		63		7,586		8,600

Total	$	492	$	459	$	401	$	7,936	$	9,288

(1) Customers adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”) effective January 1, 2023, therefore, the June 30, 2023 balances only include loans since ASU 2022-02 became effective.

The loans to borrowers experiencing financial difficulty that were modified during the twelve months ended June 30, 2024 that subsequently defaulted were not material. During the six months ended June 30, 2023, the loans that were made to borrowers experiencing financial difficulty that subsequently defaulted were not material. Customers’ ACL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted by changes in such loan level characteristics, such as payment performance. Loans made to borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual.

Credit Quality Indicators

The ACL represents management’s estimate of expected losses in Customers’ loans and leases receivable portfolio, excluding mortgage finance loans reported at fair value pursuant to a fair value option election and PPP loans receivable. Commercial and industrial including specialized lending, multifamily, owner occupied commercial real estate, non-owner occupied commercial real estate, and construction loans are rated based on an internally assigned risk rating system which is assigned at the time of loan origination and reviewed on a periodic, or on an “as needed” basis. Residential real estate, manufactured housing and installment loans are evaluated based on the payment activity of the loan.

To facilitate the monitoring of credit quality within the commercial and industrial including specialized lending, multifamily, owner occupied commercial real estate, non-owner occupied commercial real estate, and construction loan portfolios, and as an input in the ACL lifetime loss rate model for the commercial and industrial loan portfolio, the Bank utilizes the following categories of risk ratings: pass/satisfactory (includes risk rating 1 through 6), special mention, substandard, doubtful, and loss. The risk rating categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter. Pass ratings, which are assigned to those borrowers who do not have identified potential or well-defined weaknesses and for whom there is a high likelihood of orderly repayment, are updated periodically based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis during the month preceding the end of the calendar quarter. While assigning risk ratings involves judgment, the risk-rating process allows management to identify riskier credits in a timely manner and allocate the appropriate resources to manage those loans and leases. The 2023 Form 10-K describes Customers Bancorp’s risk rating grades.

Risk ratings are not established for certain consumer loans, including residential real estate, home equity, manufactured housing, and installment loans, mainly because these portfolios consist of a larger number of homogeneous loans with smaller balances. Instead, these portfolios are evaluated for risk mainly based upon aggregate payment history through the monitoring of delinquency levels and trends and are classified as performing and non-performing. PPP loans of $ 38.3 million and $ 74.7 million at June 30, 2024 and December 31, 2023, respectively, are excluded in the tables below as these loans are fully guaranteed by the SBA, provided that the eligibility criteria are met. The following tables present the credit ratings of loans and leases receivable and current period gross write-offs as of June 30, 2024 and December 31, 2023.

Table of Content s


	Term Loans Amortized Cost Basis by Origination Year as of June 30, 2024
(amounts in thousands)	2024		2023		2022		2021		2020		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total







Commercial and industrial loans and leases, including specialized lending:
Pass	$	1,123,754	$	822,962	$	1,851,501	$	416,454	$	125,564	$	123,237	$	1,816,284	$	255,249	$	6,535,005
Special mention	—		12,000		16,708		4,779		28,093		1,478		1,883		4,360		69,301
Substandard	—		649		6,076		28,066		4,736		38,563		13,379		6,933		98,402
Doubtful	—		—		—		—		—		—		—		—		—
Total commercial and industrial loans and leases	$	1,123,754	$	835,611	$	1,874,285	$	449,299	$	158,393	$	163,278	$	1,831,546	$	266,542	$	6,702,708

Commercial and industrial loans and leases charge-offs:
Three Months Ended June 30, 2024 (1)	$	73	$	218	$	5,328	$	698	$	995	$	36	$	—	$	—	$	7,348
Six Months Ended June 30, 2024 (1)	218		702		5,672		4,095		1,687		370		—		—		12,744























Multifamily loans:
Pass	$	—	$	830	$	1,211,752	$	314,788	$	126,126	$	301,661	$	—	$	—	$	1,955,157
Special mention	—		—		6,803		—		—		50,150		—		—		56,953
Substandard	—		—		—		—		—		55,222		—		—		55,222
Doubtful	—		—		—		—		—		—		—		—		—
Total multifamily loans	$	—	$	830	$	1,218,555	$	314,788	$	126,126	$	407,033	$	—	$	—	$	2,067,332

Multifamily loans charge-offs:
Three Months Ended June 30, 2024	$	—	$	—	$	—	$	—	$	—	$	1,433	$	—	$	—	$	1,433
Six Months Ended June 30, 2024	—		—		—		—		—		1,906		—		—		1,906

Commercial real estate owner occupied loans:
Pass	$	124,022	$	34,284	$	188,450	$	202,658	$	51,981	$	147,477	$	—	$	11,227	$	760,099
Special mention	—		—		—		—		—		10,985		—		—		10,985
Substandard	—		2,944		703		15,355		—		15,693		—		—		34,695
Doubtful	—		—		—		—		—		—		—		—		—
Total commercial real estate owner occupied loans	$	124,022	$	37,228	$	189,153	$	218,013	$	51,981	$	174,155	$	—	$	11,227	$	805,779

Commercial real estate owner occupied loans charge-offs:
Three Months Ended June 30, 2024	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Six Months Ended June 30, 2024	—		—		—		—		—		22		—		—		22








Commercial real estate non-owner occupied loans:
Pass	$	13,499	$	16,740	$	381,262	$	102,647	$	161,374	$	418,073	$	—	$	—	$	1,093,595
Special mention	—		—		—		—		20,438		5,994		—		—		26,432
Substandard	—		—		5,362		—		716		76,501		—		—		82,579
Doubtful	—		—		—		—		—		—		—		—		—
Total commercial real estate non-owner occupied loans	$	13,499	$	16,740	$	386,624	$	102,647	$	182,528	$	500,568	$	—	$	—	$	1,202,606

Commercial real estate non-owner occupied loans charge-offs:
Three Months Ended June 30, 2024	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Six Months Ended June 30, 2024	—		—		—		—		—		—		—		—		—

Construction loans:
Pass	$	7,356	$	17,883	$	127,317	$	—	$	—	$	4,510	$	—	$	—	$	157,066
Special mention	—		6,343		—		—		—		—		—		—		6,343
Substandard	—		—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—		—
Total construction loans	$	7,356	$	24,226	$	127,317	$	—	$	—	$	4,510	$	—	$	—	$	163,409

Table of Content s


	Term Loans Amortized Cost Basis by Origination Year as of June 30, 2024
(amounts in thousands)	2024		2023		2022		2021		2020		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total
























































































Construction loans charge-offs:
Three Months Ended June 30, 2024	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Six Months Ended June 30, 2024	—		—		—		—		—		—		—		—		—

Total commercial loans and leases receivable	$	1,268,631	$	914,635	$	3,795,934	$	1,084,747	$	519,028	$	1,249,544	$	1,831,546	$	277,769	$	10,941,834

Total commercial loans and leases receivable charge-offs:
Three Months Ended June 30, 2024	$	73	$	218	$	5,328	$	698	$	995	$	1,469	$	—	$	—	$	8,781
Six Months Ended June 30, 2024	218		702		5,672		4,095		1,687		2,298		—		—		14,672

Residential real estate loans:
Performing	$	15,138	$	22,341	$	168,161	$	126,398	$	6,015	$	82,697	$	53,075	$	—	$	473,825
Non-performing	—		—		1,213		1,753		224		4,484		4		—		7,678
Total residential real estate loans	$	15,138	$	22,341	$	169,374	$	128,151	$	6,239	$	87,181	$	53,079	$	—	$	481,503

Residential real estate loans charge-offs:
Three Months Ended June 30, 2024	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Six Months Ended June 30, 2024	—		—		—		—		—		19		—		—		19

Manufactured housing loans:
Performing	$	—	$	—	$	—	$	—	$	—	$	34,135	$	—	$	—	$	34,135
Non-performing	—		—		—		—		—		1,766		—		—		1,766
Total manufactured housing loans	$	—	$	—	$	—	$	—	$	—	$	35,901	$	—	$	—	$	35,901

Manufactured housing loans charge-offs:
Three Months Ended June 30, 2024	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Six Months Ended June 30, 2024	—		—		—		—		—		—		—		—		—

Installment loans:
Performing	$	83,651	$	176,367	$	250,391	$	118,477	$	38,187	$	30,805	$	50,968	$	10	$	748,856
Non-performing	17		2,799		3,028		1,236		268		312		166		—		7,826
Total installment loans	$	83,668	$	179,166	$	253,419	$	119,713	$	38,455	$	31,117	$	51,134	$	10	$	756,682

Installment loans charge-offs:
Three Months Ended June 30, 2024	$	810	$	2,352	$	6,011	$	3,551	$	460	$	759	$	—	$	—	$	13,943
Six Months Ended June 30, 2024	1,882		3,405		12,231		8,788		1,733		2,821		—		—		30,860




























Total consumer loans	$	98,806	$	201,507	$	422,793	$	247,864	$	44,694	$	154,199	$	104,213	$	10	$	1,274,086

Total consumer loans charge-offs:
Three Months Ended June 30, 2024	$	810	$	2,352	$	6,011	$	3,551	$	460	$	759	$	—	$	—	$	13,943
Six Months Ended June 30, 2024	1,882		3,405		12,231		8,788		1,733		2,840		—		—		30,879

Loans and leases receivable	$	1,367,437	$	1,116,142	$	4,218,727	$	1,332,611	$	563,722	$	1,403,743	$	1,935,759	$	277,779	$	12,215,920

Loans and leases receivable charge-offs:
Three Months Ended June 30, 2024	$	883	$	2,570	$	11,339	$	4,249	$	1,455	$	2,228	$	—	$	—	$	22,724
Six Months Ended June 30, 2024	$	2,100	$	4,107	$	17,903	$	12,883	$	3,420	$	5,138	$	—	$	—	$	45,551

(1) Charge-offs for the three and six months ended June 30, 2024 included $ 0.8 million and $ 4.2 million, respectively, of commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and were ultimately deemed uncollectible.

Table of Content s


	Term Loans Amortized Cost Basis by Origination Year as of December 31, 2023
(amounts in thousands)	2023		2022		2021		2020		2019		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total








Commercial and industrial loans and leases, including specialized lending:
Pass	$	1,184,923	$	1,909,592	$	483,039	$	170,384	$	59,213	$	63,480	$	1,722,559	$	384,947	$	5,978,137
Special mention	18,000		3,377		5,127		1,986		—		595		7,916		2,903		39,904
Substandard	14,738		39,258		61,533		26,660		4,803		42,062		4,010		—		193,064
Doubtful	—		—		—		—		—		—		—		—		—
Total commercial and industrial loans and leases	$	1,217,661	$	1,952,227	$	549,699	$	199,030	$	64,016	$	106,137	$	1,734,485	$	387,850	$	6,211,105

Commercial and industrial loans and leases charge-offs:

For the Year Ended December 31, 2023 (1)(2)	$	1,483	$	381	$	3,169	$	10,348	$	24	$	1,510	$	—	$	—	$	16,915

Multifamily loans:
Pass	$	845	$	1,229,198	$	371,016	$	127,493	$	43,046	$	253,806	$	—	$	—	$	2,025,404
Special mention	—		—		—		—		6,468		67,035		—		—		73,503
Substandard	—		—		—		—		—		39,715		—		—		39,715
Doubtful	—		—		—		—		—		—		—		—		—
Total multifamily loans	$	845	$	1,229,198	$	371,016	$	127,493	$	49,514	$	360,556	$	—	$	—	$	2,138,622

Multifamily loans charge-offs:

For the Year Ended December 31, 2023	$	—	$	—	$	—	$	—	$	—	$	3,574	$	—	$	—	$	3,574























Commercial real estate owner occupied loans:
Pass	$	41,011	$	254,878	$	180,289	$	77,821	$	44,382	$	120,248	$	—	$	11,318	$	729,947
Special mention	—		—		15,432		—		35,691		47		—		—		51,170
Substandard	—		—		—		—		347		15,855		—		—		16,202
Doubtful	—		—		—		—		—		—		—		—		—
Total commercial real estate owner occupied loans	$	41,011	$	254,878	$	195,721	$	77,821	$	80,420	$	136,150	$	—	$	11,318	$	797,319

Commercial real estate owner occupied loans charge-offs:

For the Year Ended December 31, 2023	$	—	$	—	$	—	$	—	$	—	$	39	$	—	$	—	$	39








Commercial real estate non-owner occupied loans:
Pass	$	12,906	$	325,881	$	109,521	$	152,227	$	88,586	$	367,996	$	—	$	—	$	1,057,117
Special mention	—		—		—		20,702		—		9,148		—		—		29,850
Substandard	—		10,910		—		—		8,113		71,660		—		—		90,683
Doubtful	—		—		—		—		—		—		—		—		—
Total commercial real estate non-owner occupied loans	$	12,906	$	336,791	$	109,521	$	172,929	$	96,699	$	448,804	$	—	$	—	$	1,177,650

Commercial real estate non-owner occupied loans charge-offs:

For the Year Ended December 31, 2023	$	—	$	—	$	—	$	—	$	—	$	4,527	$	—	$	—	$	4,527

Construction loans:
Pass	$	17,594	$	138,797	$	2,567	$	—	$	—	$	4,580	$	—	$	1,100	$	164,638
Special mention	1,755		—		—		—		—		—		—		—		1,755
Substandard	—		—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—		—
Total construction loans	$	19,349	$	138,797	$	2,567	$	—	$	—	$	4,580	$	—	$	1,100	$	166,393

Construction loans charge-offs:

For the Year Ended December 31, 2023	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total commercial loans and leases receivable	$	1,291,772	$	3,911,891	$	1,228,524	$	577,273	$	290,649	$	1,056,227	$	1,734,485	$	400,268	$	10,491,089

Table of Content s


	Term Loans Amortized Cost Basis by Origination Year as of December 31, 2023
(amounts in thousands)	2023		2022		2021		2020		2019		Prior		Revolving loans amortized cost basis		Revolving loans converted to term		Total






























































































Total commercial loans and leases receivable charge-offs:

For the Year Ended December 31, 2023	$	1,483	$	381	$	3,169	$	10,348	$	24	$	9,650	$	—	$	—	$	25,055

Residential real estate loans:
Performing	$	22,613	$	173,424	$	131,621	$	6,458	$	15,508	$	71,433	$	56,844	$	—	$	477,901
Non-performing	—		350		1,236		229		545		3,993		181		—		6,534
Total residential real estate loans	$	22,613	$	173,774	$	132,857	$	6,687	$	16,053	$	75,426	$	57,025	$	—	$	484,435

Residential real estate loans charge-offs:

For the Year Ended December 31, 2023	$	—	$	—	$	—	$	—	$	—	$	69	$	—	$	—	$	69

Manufactured housing loans:
Performing	$	—	$	—	$	—	$	—	$	98	$	36,464	$	—	$	—	$	36,562
Non-performing	—		—		—		—		—		2,108		—		—		2,108
Total manufactured housing loans	$	—	$	—	$	—	$	—	$	98	$	38,572	$	—	$	—	$	38,670

Manufactured housing loans charge-offs:

For the Year Ended December 31, 2023	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Installment loans:
Performing	$	253,958	$	307,566	$	158,381	$	50,354	$	39,953	$	3,448	$	51,480	$	—	$	865,140
Non-performing	2,634		4,102		1,751		546		477		86		190		—		9,786
Total installment loans	$	256,592	$	311,668	$	160,132	$	50,900	$	40,430	$	3,534	$	51,670	$	—	$	874,926

Installment loans charge-offs:

For the Year Ended December 31, 2023	$	7,728	$	24,605	$	23,984	$	5,590	$	6,797	$	1,238	$	—	$	—	$	69,942




























Total consumer loans	$	279,205	$	485,442	$	292,989	$	57,587	$	56,581	$	117,532	$	108,695	$	—	$	1,398,031

Total consumer loans charge-offs:

For the Year Ended December 31, 2023	$	7,728	$	24,605	$	23,984	$	5,590	$	6,797	$	1,307	$	—	$	—	$	70,011

Loans and leases receivable	$	1,570,977	$	4,397,333	$	1,521,513	$	634,860	$	347,230	$	1,173,759	$	1,843,180	$	400,268	$	11,889,120

Loans and leases receivable charge-offs:

For the Year Ended December 31, 2023	$	9,211	$	24,986	$	27,153	$	15,938	$	6,821	$	10,957	$	—	$	—	$	95,066

(1) Excludes $ 6.2 million of charge-offs for certain PCD loans against $ 8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of a venture banking loan portfolio (included within specialized lending) from the FDIC on June 15, 2023. These PCD loans were originated in years 2016 to 2022.

(2) Charge-offs for the year ended December 31, 2023 included $ 10.7 million of commercial and industrial loans originated under the PPP that were subsequently determined to be ineligible for SBA forgiveness and guarantee and were ultimately deemed uncollectible.

Table of Content s

Loan Purchases and Sales

Purchases and sales of loans held for investment were as follows for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(amounts in thousands)	2024		2023		2024		2023
Purchases (1)
Specialized lending	$	—	$	631,252	$	—	$	631,252
Other commercial and industrial	—		4,863		7,403		10,308


Commercial real estate owner occupied	—		—		—		2,867


Residential real estate	—		—		—		4,238


Personal installment (2)	43,241		—		43,241		—

Total	$	43,241	$	636,115	$	50,644	$	648,665
Sales (3)
Specialized lending (4)	$	—	$	287,185	$	—	$	287,185
Other commercial and industrial (5)	23,708		47,358		23,708		47,358

Commercial real estate owner occupied (5)	—		18,851		—		18,851
Commercial real estate non-owner occupied	—		16,000		—		16,000





Other installment	—		154,042		—		154,042
Total	$	23,708	$	523,436	$	23,708	$	523,436

(1) Amounts reported in the above table are the unpaid principal balance at time of purchase. The purchase price was 99.5 % and 85.1 % of the loans’ unpaid principal balance for the three months ended June 30, 2024 and 2023, respectively. The purchase price was 99.6 % and 85.5 % of the loans’ unpaid principal balance for the six months ended June 30, 2024 and 2023, respectively.

(2) Installment loan purchases for the three and six months ended June 30, 2024 consist of third-party originated unsecured consumer loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660.

(3) For the three months ended June 30, 2024 and 2023, sales of loans held for investment resulted in net losses of $ 0.2 million and net gains of $ 0.4 million, respectively, included in net gain (loss) on sale of loans in the consolidated statements of income. For the six months ended June 30, 2024 and 2023, sales of loans held for investment resulted in net losses of $ 0.2 million and net gains of $ 0.4 million, respectively.

(4) Includes a loss of $ 5.0 million from the sale of $ 670.0 million of short-term syndicated capital call lines of credit ($ 280.7 million of loans held for investment in unpaid principal balance and $ 389.3 million of unfunded loan commitments) included in the consolidated statements of income for the three and six months ended June 30, 2023.

(5) Primarily sales of SBA loans for the three and six months ended June 30, 2023.

Loans Pledged as Collateral

Customers has pledged eligible commercial and residential real estate, multifamily, commercial and industrial, PPP and consumer installment loans as collateral for borrowings outstanding or available immediately from the FHLB and FRB in the amount of $ 7.7 billion and $ 7.0 billion at June 30, 2024 and December 31, 2023, respectively.

NOTE 8 — LEASES

Lessee

Customers has operating leases for its branches, certain LPOs, and administrative offices, with remaining lease terms ranging between six months and nine years . These operating leases comprise substantially all of Customers’ obligations in which Customers is the lessee. These lease agreements typically consist of initial lease terms ranging between one and ten years , with options to renew the leases or extend the term up to ten years at Customers’ sole discretion. Some operating leases include variable lease payments that are based on an index or rate, such as the CPI. Variable lease payments are not included in the liability or ROU asset and are recognized in the period in which the obligation for those payments are incurred. Customers’ operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. Pursuant to these agreements, Customers does not have any commitments that would meet the definition of a finance lease.

As most of Customers’ operating leases do not provide an implicit rate, Customers utilized its incremental borrowing rate when determining the present value of lease payments.

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The following table summarizes operating lease ROU assets and operating lease liabilities and their corresponding balance sheet location:


(amounts in thousands)	Classification	June 30, 2024		December 31, 2023
ASSETS
Operating lease ROU assets	Other assets	$	17,317	$	15,644
LIABILITIES
Operating lease liabilities	Other liabilities	$	19,052	$	18,048

The following table summarizes operating lease cost and its corresponding income statement location for the periods presented:


		Three Months Ended June 30,				Six Months Ended June 30,
(amounts in thousands)	Classification	2024		2023		2024		2023
Operating lease cost (1)	Occupancy expenses	$	1,300	$	1,296	$	2,485	$	2,515

(1) There were no variable lease costs for the three and six months ended June 30, 2024 and 2023, and sublease income for operating leases was immaterial.

Maturities of non-cancelable operating lease liabilities were as follows at June 30, 2024:


(amounts in thousands)	June 30, 2024
2024	$	2,885
2025	4,863
2026	3,673
2027	3,174
2028	2,714
Thereafter	3,762
Total minimum payments	21,071
Less: interest	2,019
Present value of lease liabilities	$	19,052

Customers does not have leases where it is involved with the construction or design of an underlying asset. Cash paid pursuant to the operating lease liabilities was $ 1.3 million and $ 2.7 million for the three and six months ended June 30, 2024, respectively. Cash paid pursuant to the operating lease liabilities was $ 1.4 million and $ 3.1 million for the three and six months ended June 30, 2023, respectively. These payments were reported as cash flows used in operating activities in the statement of cash flows.

The following table summarizes the weighted average remaining lease term and discount rate for Customers’ operating leases at June 30, 2024 and December 31, 2023:

June 30, 2024

December 31, 2023

Weighted average remaining lease term (years)

Operating leases

5.1 years

5.6 years

Weighted average discount rate

Operating leases

3.67

3.28

Equipment Lessor

Customers’ commercial equipment financing group goes to market through the following origination platforms: vendors, intermediaries, direct and capital markets. The commercial equipment financing group is primarily focused on serving the following industries: transportation, construction (includes crane and utility), marine, franchise, general manufacturing (includes machine tool), helicopter/fixed wing, solar, packaging, plastics and food processing. Lease terms typically range from 24 months to 120 months. The commercial equipment financing group offers the following products: Loans, Capital Lease, PUT, TRAC, Split-TRAC, and FMV. Direct finance equipment leases are included in commercial and industrial loans and leases receivable.

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The estimated residual values for direct finance and operating leases are established by utilizing internally developed analyses, external studies, and/or third-party appraisals to establish a residual position. For the direct finance leases, only Customers’ Split-TRAC leases have residual risk and the unguaranteed portions are typically nominal. Expected credit losses on direct financing leases and the related estimated residual values are included in the ACL on loans and leases.

Leased assets under operating leases are reported at amortized cost net of accumulated depreciation, and any impairment charges and are presented in other assets. The depreciation expense of the leased assets is recognized on a straight-line basis over the contractual term of the leases up to the expected residual value. The expected residual value and, accordingly, the monthly depreciation expense, may change throughout the term of the lease. Operating lease rental income for leased assets is recognized in commercial lease income on a straight-line basis over the lease term. Customers periodically reviews its operating leased assets for impairment. An impairment loss is recognized if the carrying amount of the operating leased asset exceeds its fair value and is not recoverable. The carrying amount of operating leased assets is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the lease payments and the estimated residual value upon the eventual disposition of the equipment.

The following table summarizes lease receivables and investment in operating leases and their corresponding balance sheet location at June 30, 2024 and December 31, 2023:


(amounts in thousands)	Classification	June 30, 2024		December 31, 2023
ASSETS
Direct financing leases
Lease receivables	Loans and leases receivable	$	207,996	$	190,559
Guaranteed residual assets	Loans and leases receivable	19,475		15,783
Unguaranteed residual assets	Loans and leases receivable	10,335		10,010
Deferred initial direct costs	Loans and leases receivable	1,374		1,213
Unearned income	Loans and leases receivable	( 16,974 )		( 11,891 )
Net investment in direct financing leases		$	222,206	$	205,674

Operating leases
Investment in operating leases	Other assets	$	278,527	$	282,208
Accumulated depreciation	Other assets	( 81,417 )		( 77,672 )
Deferred initial direct costs	Other assets	1,038		1,192
Net investment in operating leases		198,148		205,728
Total lease assets		$	420,354	$	411,402

Maturities of operating and direct financing lease receivables were as follows at June 30, 2024:


(amounts in thousands)	Operating leases		Direct financing leases
2024	$	21,925	$	27,880
2025	39,817		49,116
2026	45,492		41,915
2027	32,308		36,872
2028	55,224		27,313
Thereafter	30,125		25,244
Total minimum payments	$	224,891	208,340
Less: interest			344
Present value of lease receivables			$	207,996

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NOTE 9 – DEPOSITS

The components of deposits at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024		December 31, 2023
(amounts in thousands)
Demand, non-interest bearing	$	4,474,862	$	4,422,494
Demand, interest bearing	5,894,056		5,580,527
Savings, including money market deposit accounts	5,113,476		4,629,336


Time	2,195,699		3,287,879
Total deposits	$	17,678,093	$	17,920,236

The scheduled maturities for time deposits at June 30, 2024 were as follows:


(amounts in thousands)	June 30, 2024
2024	$	638,219
2025	618,940
2026	392,818
2027	197,808
2028	227,757
Thereafter	120,157
Total time deposits	$	2,195,699

Time deposits greater than the FDIC limit of $250,000 totaled $ 501.2 million and $ 186.3 million at June 30, 2024 and December 31, 2023, respectively.

Demand deposit overdrafts reclassified as loans were $ 1.2 million at June 30, 2024 and December 31, 2023.

At June 30, 2024 and December 31, 2023, the Bank had $ 1.3 billion and $ 1.1 billion in deposits, respectively, to which it had pledged $ 1.4 billion and $ 1.1 billion of available borrowing capacity through the FHLB to the depositors through a standby letter of credit arrangement, respectively.

NOTE 10 - BORROWINGS

Short-term debt

There were no short-term debt outstanding at June 30, 2024 and December 31, 2023.

The following is a summary of additional information relating to Customers’ short-term debt:



(dollars in thousands)	June 30, 2024 (1)			December 31, 2023 (2)

FRB advances
Maximum outstanding at any month end	$	—		$	—
Average balance during the period	—			120,099
Weighted-average interest rate during the period	—		%	5.23		%
FHLB advances
Maximum outstanding at any month end	150,000			—
Average balance during the period	17,308			87,407
Weighted-average interest rate during the period	5.74		%	5.16		%
Federal funds purchased
Maximum outstanding at any month end	—			—
Average balance during the period	—			3,781
Weighted-average interest rate during the period	—		%	4.97		%

(1) For the six months ended June 30, 2024.

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(2) For the year ended December 31, 2023.

At June 30, 2024 and December 31, 2023, Customers Bank had aggregate availability under federal funds lines totaling $ 1.7 billion.

Long-term debt

FHLB and FRB advances

Long-term FHLB and FRB advances at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024				December 31, 2023
(dollars in thousands)	Amount		Rate		Amount		Rate
FHLB advances (1)(2)	$	1,018,349	4.19	%	$	1,203,207	3.91	%

Total long-term FHLB and FRB advances	$	1,018,349			$	1,203,207

(1) Amounts reported in the above table include fixed rate long-term advances from FHLB of $ 950.0 million with maturities ranging from March 2025 to March 2028, and variable rate long-term advances from FHLB of $ 75.0 million with maturities ranging from March 2029 to June 2029 with a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank's option, at June 30, 2024.

(2) Includes $( 6.7 ) million and $ 3.2 million of unamortized basis adjustments from interest rate swaps designated as fair value hedges of long-term advances from FHLB at June 30, 2024 and December 31, 2023, respectively. Refer to NOTE 14 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES for additional information.

Maturities of long-term FHLB advances were as follows at June 30, 2024:


	June 30, 2024
(dollars in thousands)	Amount (1)		Rate
2024	$	—	—	%
2025	200,000		4.45	%
2026	200,000		4.32	%
2027	450,000		3.70	%
2028	100,000		4.19	%

Thereafter	75,000		6.05	%
Total long-term FHLB advances	$	1,025,000

(1) Amounts reported in the above table include variable rate long-term advances from FHLB of $ 75.0 million with maturities ranging from March 2029 to June 2029 with a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank's option.

The maximum borrowing capacity with the FHLB and FRB at June 30, 2024 and December 31, 2023 was as follows:



(amounts in thousands)	June 30, 2024		December 31, 2023
Total maximum borrowing capacity with the FHLB	$	3,345,182	$	3,474,347
Total maximum borrowing capacity with the FRB	4,283,486		3,436,000
Qualifying loans and securities serving as collateral against FHLB and FRB advances	9,481,379		8,575,137

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Senior and Subordinated Debt

Long-term senior notes and subordinated debt at June 30, 2024 and December 31, 2023 were as follows:


		June 30, 2024		December 31, 2023
(dollars in thousands)
Issued by	Ranking	Carrying Amount		Carrying Amount		Rate		Issued Amount		Date Issued	Maturity	Price
Customers Bancorp	Senior (1)	$	98,998	$	98,928	2.875	%	$	100,000	August 2021	August 2031	100.000	%
Customers Bancorp	Senior	24,972		24,912		4.500	%	25,000		September 2019	September 2024	100.000	%


Total other borrowings		$	123,970	$	123,840

Customers Bancorp	Subordinated (2)(3)	$	72,857	$	72,766	5.375	%	$	74,750	December 2019	December 2034	100.000	%
Customers Bank	Subordinated (2)(4)	109,513		109,464		6.125	%	110,000		June 2014	June 2029	100.000	%
Total subordinated debt		$	182,370	$	182,230

(1) The senior notes will bear an annual fixed rate of 2.875 % until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR , plus 235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to 100 % of the principal balance at certain times on or after August 15, 2026.

(2) The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3) Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100 % of the principal balance at certain times on or after December 30, 2029.

(4) The subordinated notes had an annual fixed rate of 6.125 % until June 26, 2024. From June 26, 2024 until maturity, the notes bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate in order to calculate the annual interest rate after June 26, 2024. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100 % of the principal balance at certain times on or after June 26, 2024 .

NOTE 11 — SHAREHOLDERS’ EQUITY

Common Stock

On June 26, 2024, the Board of Directors of Customers Bancorp authorized a new common stock repurchase program (the “2024 Share Repurchase Program”) to repurchase up to 497,509 shares of the Company’s common stock. The term of the 2024 Share Repurchase Program will extend for one year from June 26, 2024, unless earlier terminated. Purchases of shares under the 2024 Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations.

The Company’s previously authorized common stock repurchase program (the “Share Repurchase Program”), authorized on August 25, 2021, subsequently expired on September 27, 2023. At expiration, the Share Repurchase Program had 497,509 shares that had not been repurchased.

Customers Bancorp did not purchase any shares of its common stock under the 2024 Share Repurchase Program during the three and six months ended June 30, 2024. Customers Bancorp purchased no shares and 1,379,883 shares of its common stock for $ 39.8 million under the previously authorized Share Repurchase Program during the three and six months ended June 30, 2023, respectively.

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Preferred Stock

As of June 30, 2024 and December 31, 2023, Customers Bancorp has two series of preferred stock outstanding. The table below summarizes Customers’ issuances of preferred stock that remain outstanding at June 30, 2024 and December 31, 2023 and the dividends paid per share.


(amounts in thousands except share and per share data)		Shares at		Carrying value at				Initial Fixed Rate		Date at which dividend rate becomes floating and earliest redemption date	Floating rate of Three-Month SOFR (2) Plus:		Dividend Paid Per Share in 2024 (1)
Fixed-to-floating rate:	Issue Date	June 30, 2024	December 31, 2023	June 30, 2024		December 31, 2023


Series E	April 28, 2016	2,300,000	2,300,000	$	55,593	$	55,593	6.45	%	June 15, 2021	5.140	%	$	1.38
Series F	September 16, 2016	3,400,000	3,400,000	82,201		82,201		6.00	%	December 15, 2021	4.762	%	$	1.33
Totals		5,700,000	5,700,000	$	137,794	$	137,794

(1) For the six months ended June 30, 2024.

(2) Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate on Series E and F Preferred Stock, plus 5.14 % and 4.762 %, respectively, beginning with dividends declared on October 25, 2023.

NOTE 12 — REGULATORY CAPITAL

The Bank and the Bancorp are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In first quarter 2020, the U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below. The cumulative CECL capital transition impact as of December 31, 2021 which amounted to $ 61.6 million will be phased in at 25% per year beginning on January 1, 2022 through December 31, 2024. As of June 30, 2024, our regulatory capital ratios reflected 25%, or $ 15.4 million, benefit associated with the CECL transition provisions.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At June 30, 2024 and December 31, 2023, the Bank and the Bancorp satisfied all capital requirements to which they were subject.

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Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1 and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios as set forth in the following table:


					Minimum Capital Levels to be Classified as:
	Actual				Adequately Capitalized				Well Capitalized				Basel III Compliant
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2024:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,750,538	12.786	%	$	616,080	4.500	%	N/A		N/A		$	958,346	7.000	%
Customers Bank	$	1,937,780	14.169	%	$	615,428	4.500	%	$	888,952	6.500	%	$	957,333	7.000	%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,888,331	13.793	%	$	821,439	6.000	%	N/A		N/A		$	1,163,706	8.500	%
Customers Bank	$	1,937,780	14.169	%	$	820,571	6.000	%	$	1,094,095	8.000	%	$	1,162,476	8.500	%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	2,162,965	15.799	%	$	1,095,252	8.000	%	N/A		N/A		$	1,437,519	10.500	%
Customers Bank	$	2,139,557	15.644	%	$	1,094,095	8.000	%	$	1,367,619	10.000	%	$	1,436,000	10.500	%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.	$	1,888,331	8.916	%	$	847,136	4.000	%	N/A		N/A		$	847,136	4.000	%
Customers Bank	$	1,937,780	9.160	%	$	846,161	4.000	%	$	1,057,701	5.000	%	$	846,161	4.000	%
As of December 31, 2023:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,661,149	12.230	%	$	611,200	4.500	%	N/A		N/A		$	950,755	7.000	%
Customers Bank	$	1,868,360	13.773	%	$	610,453	4.500	%	$	881,765	6.500	%	$	949,594	7.000	%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,798,942	13.245	%	$	814,933	6.000	%	N/A		N/A		$	1,154,489	8.500	%
Customers Bank	$	1,868,360	13.773	%	$	813,937	6.000	%	$	1,085,250	8.000	%	$	1,153,078	8.500	%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	2,076,550	15.289	%	$	1,086,578	8.000	%	N/A		N/A		$	1,426,133	10.500	%
Customers Bank	$	2,073,202	15.283	%	$	1,085,250	8.000	%	$	1,356,562	10.000	%	$	1,424,390	10.500	%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.	$	1,798,942	8.375	%	$	859,189	4.000	%	N/A		N/A		$	859,189	4.000	%
Customers Bank	$	1,868,360	8.708	%	$	858,225	4.000	%	$	1,072,782	5.000	%	$	858,225	4.000	%

The Basel III Capital Rules require that we maintain a 2.500 % capital conservation buffer with respect to each of common equity Tier 1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

NOTE 13 — DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Customers uses fair value measurements to record fair value adjustments to certain assets and liabilities and to disclose the fair value of its financial instruments. ASC 825, Financial Instruments , requires disclosure of the estimated fair value of an entity’s assets and liabilities considered to be financial instruments. For Customers, as for most financial institutions, the majority of its assets and liabilities are considered to be financial instruments. Many of these instruments lack an available trading market as characterized by a willing buyer and a willing seller engaging in an exchange transaction. For fair value disclosure purposes, Customers utilized certain fair value measurement criteria under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), as explained below.

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In accordance with ASC 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for Customers’ various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, focusing on an exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

The fair value guidance also establishes a fair value hierarchy and describes the following three levels used to classify fair value measurements.

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require adjustments to inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following methods and assumptions were used to estimate the fair values of Customers’ financial instruments as of June 30, 2024 and December 31, 2023:

Financial Instruments Recorded at Fair Value on a Recurring Basis

Investment securities:

The fair values of equity securities with a readily determinable fair value, AFS debt securities and debt securities reported at fair value based on a fair value option election are determined by obtaining quoted market prices on nationally recognized and foreign securities exchanges (Level 1), quoted prices in markets that are not active (Level 2), matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or internally and externally developed models that use unobservable inputs due to limited or no market activity of the instrument (Level 3).

When quoted market prices are not available, Customers employs an independent pricing service that utilizes matrix pricing to calculate fair value. Such fair value measurements consider observable data such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayments speeds, credit information, and respective terms and conditions for debt instruments. Management maintains procedures to monitor the pricing service’s results and has an established process to challenge their valuations, or methodologies, that appear unusual or unexpected.

Customers also utilizes internally and externally developed models that use unobservable inputs due to limited or no market activity of the instrument. These models use unobservable inputs that are inherently judgmental and reflect our best estimates of the assumptions a market participant would use to calculate fair value. Certain unobservable inputs in isolation may have either a directionally consistent or opposite impact on the fair value of the instrument for a given change in that input. When multiple inputs are used within the valuation techniques, a change in one input in a certain direction may be offset by an opposite change from another input. These assets are classified as Level 1, 2 or 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

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Loans held for sale - Residential mortgage loans (fair value option):

Customers generally estimates the fair values of residential mortgage loans held for sale based on commitments on hand from investors within the secondary market for loans with similar characteristics. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Loans held for sale - Consumer other installment loans (fair value option):

The fair value of medical installment loans within consumer other installment loans is the amount of cash initially advanced to fund the loan, as specified in the agreement with a fintech company, and generally held for up to 90 days prior to sale. These assets are classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Loans receivable - Mortgage finance loans (fair value option):

The fair value of mortgage finance loans is the amount of cash initially advanced to fund the mortgage, plus accrued interest and fees, as specified in the respective agreements. The loan is used by mortgage companies as short-term bridge financing between the funding of the mortgage loans and the finalization of the sale of the loans to an investor. Changes in fair value are not generally expected to be recognized because at inception of the transaction the underlying mortgage loans have already been sold to an approved investor. Additionally, the interest rate is variable, and the transaction is short-term, with an average life of under 30 days from purchase to sale. These assets are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Derivatives (assets and liabilities):

The fair values of interest rate swaps, interest rate caps and credit derivatives are determined using models that incorporate readily observable market data into a market standard methodology. This methodology nets the discounted future cash receipts and the discounted expected cash payments. The discounted variable cash receipts and payments are based on expectations of future interest rates derived from observable market interest rate curves. In addition, fair value is adjusted for the effect of nonperformance risk by incorporating credit valuation adjustments for Customers and its counterparties. These assets and liabilities are classified as Level 2 fair values, based upon the lowest level of input that is significant to the fair value measurements.

Derivative assets and liabilities are presented in other assets and accrued interest payable and other liabilities on the consolidated balance sheet.

Financial Instruments Recorded at Fair Value on a Nonrecurring Basis

Collateral-dependent loans:

Collateral-dependent loans are those loans that are accounted for under ASC 326, Financial Instruments - Credit Losses (“ASC 326”), in which the Bank has measured impairment generally based on the fair value of the loan’s collateral or DCF analysis. Fair value is generally determined based upon independent third-party appraisals of the properties that collateralize the loans, DCF based upon the expected proceeds, sales agreements or letters of intent with third parties. These assets are generally classified as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

The following information should not be interpreted as an estimate of Customers’ fair value in its entirety because fair value calculations are only provided for a limited portion of Customers’ assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making these estimates, comparisons between Customers’ disclosures and those of other companies may not be meaningful.

Table of Content s

The estimated fair values of Customers’ financial instruments at June 30, 2024 and December 31, 2023 were as follows:


					Fair Value Measurements at June 30, 2024
(amounts in thousands)	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	3,048,587	$	3,048,587	$	3,048,587	$	—	$	—
Debt securities, available for sale	2,477,758		2,477,758		—		2,455,896		21,862
Debt securities, held to maturity	962,799		908,075		—		462,372		445,703


Loans held for sale	375,724		375,724		—		2,684		373,040

Total loans and leases receivable, net of allowance for credit losses on loans and leases	13,124,479		12,817,379		—		1,002,711		11,814,668
FHLB, Federal Reserve Bank, and other restricted stock	92,276		92,276		—		92,276		—
Derivatives	20,292		20,292		—		20,180		112

Liabilities:
Deposits	$	17,678,093	$	17,672,062	$	15,482,394	$	2,189,668	$	—




FHLB advances	1,018,349		993,579		—		993,579		—
Other borrowings	123,970		102,945		—		102,945		—
Subordinated debt	182,370		161,420		—		161,420		—
Derivatives	29,108		29,108		—		29,108		—


					Fair Value Measurements at December 31, 2023
(amounts in thousands)	Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash and cash equivalents	$	3,846,346	$	3,846,346	$	3,846,346	$	—	$	—
Debt securities, available for sale	2,376,860		2,376,860		—		2,341,911		34,949
Debt securities, held to maturity	1,103,170		1,046,439		—		472,311		574,128


Loans held for sale	340,317		340,317		—		1,215		339,102

Total loans and leases receivable, net of allowance for credit losses on loans and leases	12,726,456		12,513,386		—		897,912		11,615,474
FHLB, Federal Reserve Bank, and other restricted stock	109,548		109,548		—		109,548		—
Derivatives	17,931		17,931		—		17,906		25

Liabilities:
Deposits	$	17,920,236	$	17,922,005	$	14,632,357	$	3,289,648	$	—



FHLB advances	1,203,207		1,188,517		—		1,188,517		—
Other borrowings	123,840		103,674		—		103,674		—
Subordinated debt	182,230		164,233		—		164,233		—
Derivatives	27,110		27,110		—		27,110		—

Table of Content s

For financial assets and liabilities measured at fair value on a recurring and nonrecurring basis, the fair value measurements by level within the fair value hierarchy used at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024
	Fair Value Measurements at the End of the Reporting Period Using
(amounts in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Measured at Fair Value on a Recurring Basis:
Assets
Available for sale debt securities:
Asset-backed securities	$	—	$	25,250	$	21,862	$	47,112

Agency-guaranteed residential mortgage-backed securities	—		199,487		—		199,487

Agency-guaranteed residential collateralized mortgage obligations	—		169,512		—		169,512
Agency-guaranteed commercial collateralized mortgage obligations	—		81,818		—		81,818
Collateralized loan obligations	—		406,033		—		406,033
Commercial mortgage-backed securities	—		99,022		—		99,022
Corporate notes	—		587,745		—		587,745
Private label collateralized mortgage obligations	—		887,029		—		887,029



Derivatives	—		20,180		112		20,292
Loans held for sale – fair value option	—		2,684		247,442		250,126
Loans receivable, mortgage finance – fair value option	—		1,002,711		—		1,002,711

Total assets – recurring fair value measurements	$	—	$	3,481,471	$	269,416	$	3,750,887
Liabilities
Derivatives	$	—	$	29,108	$	—	$	29,108
Measured at Fair Value on a Nonrecurring Basis:
Assets


Collateral-dependent loans	$	—	$	—	$	18,051	$	18,051

Total assets – nonrecurring fair value measurements	$	—	$	—	$	18,051	$	18,051

Table of Content s


	December 31, 2023
	Fair Value Measurements at the End of the Reporting Period Using
(amounts in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Measured at Fair Value on a Recurring Basis:
Assets
Available for sale debt securities:
Asset-backed securities	$	—	$	57,680	$	34,949	$	92,629



Agency-guaranteed residential collateralized mortgage obligations	—		116,908		—		116,908

Collateralized loan obligations	—		489,092		—		489,092
Commercial mortgage-backed securities	—		121,636		—		121,636
Corporate notes	—		583,034		—		583,034
Private label collateralized mortgage obligations	—		973,561		—		973,561



Derivatives	—		17,906		25		17,931
Loans held for sale – fair value option	—		1,215		188,062		189,277
Loans receivable, mortgage finance – fair value option	—		897,912		—		897,912

Total assets – recurring fair value measurements	$	—	$	3,258,944	$	223,036	$	3,481,980
Liabilities
Derivatives	$	—	$	27,110	$	—	$	27,110
Measured at Fair Value on a Nonrecurring Basis:
Assets


Collateral-dependent loans	$	—	$	—	$	2,373	$	2,373

Total assets – nonrecurring fair value measurements	$	—	$	—	$	2,373	$	2,373

The changes in asset-backed securities (Level 3 assets) measured at fair value on a recurring basis for the three and six months ended June 30, 2024 and 2023 are summarized in the tables below.


	Asset-backed securities
(amounts in thousands)	Three Months Ended June 30,
	2024		2023
Balance at April 1	$	28,263	$	63,376

Principal payments and premium amortization	( 6,834 )		( 10,444 )
Increase in allowance for credit losses	—		( 773 )
Decrease in allowance for credit losses	83		—
Change in fair value recognized in OCI	350		( 334 )
Balance at June 30	$	21,862	$	51,825


	Asset-backed securities
(amounts in thousands)	Six Months Ended June 30,
	2024		2023
Balance at January 1	$	34,949	$	73,266

Principal payments and premium amortization	( 13,948 )		( 21,660 )
Increase in allowance for credit losses	—		( 1,046 )
Decrease in allowance for credit losses	116		61
Change in fair value recognized in OCI	745		1,204
Balance at June 30	$	21,862	$	51,825

Table of Content s

The changes in other installment loans (Level 3 assets) measured at fair value on a recurring basis, based on an election made to account for the loans at fair value for the three and six months ended June 30, 2024 and 2023 are summarized in the tables below.


	Other Installment Loans
(amounts in thousands)	Three Months Ended June 30,
	2024		2023
Balance at April 1	$	219,015	$	—

Originations	245,025		—
Sales	( 160,015 )		—
Principal payments	( 56,583 )		—
Change in fair value recognized in earnings	—		—
Balance at June 30	$	247,442	$	—


	Other Installment Loans
(amounts in thousands)	Six Months Ended June 30,
	2024		2023
Balance at January 1	$	188,062	$	—
Originations	480,456		—
Sales	( 318,230 )		—
Principal payments	( 102,846 )		—
Change in fair value recognized in earnings	—		—
Balance at June 30	$	247,442	$	—

There were no transfers between levels during the three and six months ended June 30, 2024 and 2023.

The following tables summarize financial assets and financial liabilities measured at fair value as of June 30, 2024 and December 31, 2023 on a recurring and nonrecurring basis for which Customers utilized Level 3 inputs to measure fair value. The unobservable Level 3 inputs noted below contain a level of uncertainty that may differ from what is realized in an immediate settlement of the assets. Therefore, Customers may realize a value higher or lower than the current estimated fair value of the assets.

Quantitative Information about Level 3 Fair Value Measurements

(dollars in thousands)

Fair Value
Estimate

Valuation Technique

Unobservable Input

Range
(Weighted Average)

June 30, 2024

Asset-backed securities

21,862

Discounted cash flow

Discount rate

Annualized loss rate

Constant prepayment rate

10 % - 13 %

( 12 %)

3 % - 17 %

( 6 %)

8 % - 31 %

( 26 %)

Quantitative Information about Level 3 Fair Value Measurements

(dollars in thousands)

Fair Value
Estimate

Valuation Technique

Unobservable Input

Range
(Weighted Average)

December 31, 2023

Asset-backed securities

34,949

Discounted cash flow

Discount rate

Annualized loss rate

Constant prepayment rate

12 % - 14 %

( 13 %)

3 % - 13 %

( 5 %)

11 % - 30 %

( 26 %)

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NOTE 14 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objectives of Using Derivatives

Customers is exposed to certain risks arising from both its business operations and economic conditions. Customers manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources, and durations of its assets and liabilities. Specifically, Customers enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. Customers’ derivative financial instruments are used to manage differences in the amount, timing, and duration of Customers’ known or expected cash receipts and its known or expected cash payments principally related to certain borrowings and deposits. Customers also has interest-rate derivatives resulting from an accommodation provided to certain qualifying customers, and therefore, they are not used to manage Customers’ interest-rate risk in assets or liabilities. Customers manages a matched book with respect to its derivative instruments used in this customer service in order to minimize its net risk exposure resulting from such transactions.

Fair Value Hedges of Benchmark Interest-Rate Risk

Customers is exposed to changes in the fair value of certain of its fixed rate AFS debt securities, deposits and FHLB advances due to changes in the benchmark interest rate. Customers uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate such as the Fed Funds Effective Swap Rate. Interest rate swaps designated as fair value hedges of certain fixed rate AFS debt securities involve the payment of fixed-rate amounts to a counterparty in exchange for Customers receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Interest rate swaps designated as fair value hedges of certain deposits and FHLB advances involve the payment of variable-rate amounts to a counterparty in exchange for Customers receiving fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in net interest income.

At June 30, 2024, Customers had 31 outstanding interest rate derivatives with notional amounts totaling $ 1.9 billion that were designated as fair value hedges of certain AFS debt securities, deposits and FHLB advances. During the three and six months ended June 30, 2024, Customers entered into 25 interest rate derivatives with notional amounts totaling $ 1.4 billion that were designated as fair value hedges of certain deposits and FHLB advances. During the six months ended June 30, 2023, Customers entered into five interest rate derivatives with notional amounts totaling $ 1.0 billion, two of which were terminated with notional amounts totaling $ 550.0 million that were designated as fair value hedges of certain deposits and FHLB advances resulting in $ 4.6 million of basis adjustments being amortized over the remaining terms of the hedged items as a reduction in interest expense. At December 31, 2023, Customers had six outstanding interest rate derivatives with notional amounts totaling $ 472.5 million that were designated as fair value hedges of certain AFS debt securities and FHLB advances.

As of June 30, 2024 and December 31, 2023, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustments for fair value hedges.


	Amortized Cost				Cumulative Amount of Fair Value Hedging Adjustment to Hedged Items
(amounts in thousands)	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
AFS debt securities	$	22,500	$	22,500	$	508	$	941
Deposits	1,183,063		300,000		( 939 )		1,432
FHLB advances	1,200,000		700,000		( 6,651 )		3,206

Table of Content s

Derivatives Not Designated as Hedging Instruments

Customers executes interest rate swaps (typically the loan customers will swap a floating-rate loan for a fixed-rate loan) and interest rate caps with commercial banking customers to facilitate their respective risk management strategies. The customer interest rate swaps and interest rate caps are simultaneously offset by interest rate swaps and interest rate caps that Customers executes with a third party in order to minimize interest-rate risk exposure resulting from such transactions. As the interest rate swaps and interest rate caps associated with this program do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and caps and the offsetting third-party market swaps and caps are recognized directly in earnings. At June 30, 2024, Customers had 126 interest rate swaps with an aggregate notional amount of $ 1.1 billion and two interest rate caps with an aggregated notional amount of $ 55.6 million related to this program. At December 31, 2023, Customers had 132 interest rate swaps with an aggregate notional amount of $ 1.2 billion and two interest rate caps with an aggregate notional amount of $ 55.6 million related to this program.

Fair Value of Derivative Instruments on the Balance Sheet

The following tables present the fair value of Customers’ derivative financial instruments as well as their presentation on the consolidated balance sheets as of June 30, 2024 and December 31, 2023.

June 30, 2024

Derivative Assets

Derivative Liabilities

(amounts in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives not designated as hedging instruments:

Interest rate swaps and caps (1)

Other assets

20,180

Other liabilities

29,105

December 31, 2023

Derivative Assets

Derivative Liabilities

(amounts in thousands)

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives not designated as hedging instruments:

Interest rate swaps and caps (1)

Other assets

17,903

Other liabilities

27,097

(1) Customers’ centrally cleared derivatives are legally settled through variation margin payments and these payments are reflected as a reduction of the related derivative asset or liability, including accrued interest, on the consolidated balance sheet.

Effect of Derivative Instruments on Net Income

The following table presents amounts included in the consolidated statements of income related to derivatives designated as fair value hedges and derivatives not designated as hedges for the three and six months ended June 30, 2024 and 2023.


		Amount of Income (Loss) Recognized in Earnings
		Three Months Ended June 30,				Six Months Ended June 30,
(amounts in thousands)	Income Statement Location	2024		2023		2024		2023
Derivatives designated as fair value hedges:
Recognized on interest rate swaps	Net interest income	$	3,563	$	6,532	$	11,736	$	6,832
Recognized on hedged AFS debt securities	Net interest income	( 256 )		50		( 433 )		( 250 )
Recognized on hedged deposits	Net interest income	( 1,686 )		—		( 1,686 )		—
Recognized on hedged FHLB advances	Net interest income	( 1,621 )		( 6,582 )		( 9,617 )		( 6,582 )
Total		$	—	$	—	$	—	$	—
Derivatives not designated as hedging instruments:
Interest rate swaps and caps	Other non-interest income	$	63	$	165	$	735	$	140

Table of Content s

Credit-risk-related Contingent Features

By entering into derivative contracts, Customers is exposed to credit risk. The credit risk associated with derivatives executed with customers is the same as that involved in extending the related loans and is subject to the same standard credit policies. To mitigate the credit-risk exposure to major derivative dealer counterparties, Customers only enters into agreements with those counterparties that maintain credit ratings of high quality or with central clearing parties.

Agreements with major derivative dealer counterparties contain provisions whereby default on any of Customers’ indebtedness would be considered a default on its derivative obligations. Customers also has entered into agreements that contain provisions under which the counterparty could require Customers to settle its obligations if Customers fails to maintain its status as a well/adequately capitalized institution. As of June 30, 2024, the fair value of derivatives in a net asset position related to these agreements was $ 19.4 million. In addition, Customers, which has collateral posting thresholds with certain of these counterparties, had received $ 22.7 million of cash as collateral at June 30, 2024. Customers records cash posted or received as collateral with these counterparties, except with a central clearing entity, as a reduction or an increase in the outstanding balance of cash and cash equivalents and an increase in the balance of other assets or other liabilities.

Disclosures about Offsetting Assets and Liabilities

The following tables present derivative instruments that are subject to enforceable master netting arrangements. Customers’ interest rate swaps and interest rate caps with institutional counterparties are subject to master netting arrangements and are included in the tables below. Interest rate swaps and interest rate caps with commercial banking customers are not subject to master netting arrangements and are excluded from the tables below. Customers has not made a policy election to offset its derivative positions.


	Gross Amounts Recognized on the Consolidated Balance Sheet				Gross Amounts Not Offset in the Consolidated Balance Sheet				Net Amount
(amounts in thousands)			Financial Instruments	Cash Collateral Received/Posted
June 30, 2024
Interest rate derivative assets with institutional counterparties	$	19,876			$	( 511 )	$	( 19,365 )	$	—

Interest rate derivative liabilities with institutional counterparties	$	511			$	( 511 )	$	—	$	—


	Gross Amounts Recognized on the Consolidated Balance Sheet				Gross Amounts Not Offset in the Consolidated Balance Sheet				Net Amount
(amounts in thousands)			Financial Instruments	Cash Collateral Received/Posted
December 31, 2023
Interest rate derivative assets with institutional counterparties	$	17,439			$	( 500 )	$	( 16,939 )	$	—

Interest rate derivative liabilities with institutional counterparties	$	500			$	( 500 )	$	—	$	—

NOTE 15 — LOSS CONTINGENCIES

Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that will have a material effect on the consolidated financial statements that are not currently accrued for. However, in light of the uncertainties inherent in these matters, it is possible that the ultimate resolution may have a material adverse effect on Customers’ results of operations for a particular period, and future changes in circumstances or additional information could result in accruals or resolution in excess of established accruals, which could adversely affect Customers’ results of operations, potentially materially.

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

Cautionary Note Regarding Forward-Looking Statements

This report and all attachments hereto, as well as other written or oral communications made from time to time by us, may contain forward-looking information within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements with respect to Customers Bancorp, Inc.’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. Statements preceded by, followed by, or that include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” or similar expressions generally indicate a forward-looking statement. These forward-looking statements involve risks and uncertainties that are subject to change based on various important factors (some of which, in whole or in part, are beyond Customers Bancorp, Inc.’s control). Numerous competitive, economic, regulatory, legal and technological events and factors, among others, could cause Customers Bancorp, Inc.’s financial performance to differ materially from the goals, plans, objectives, intentions and expectations expressed in such forward-looking statements, including: a continuation of the recent turmoil in the banking industry, responsive measures taken by us and regulatory authorities to mitigate and manage related risks, regulatory actions taken that address related issues and the costs and obligations associated therewith, such as the FDIC special assessments, the impact of COVID-19 and its variants on the U.S. economy and customer behavior, the impact that changes in the economy have on the performance of our loan and lease portfolio, the market value of our investment securities, the continued success and acceptance of our blockchain payments system, the demand for our products and services and the availability of sources of funding; the effects of actions by the federal government, including the Board of Governors of the Federal Reserve System and other government agencies, that affect market interest rates and the money supply; actions that we and our customers take in response to these developments and the effects such actions have on our operations, products, services and customer relationships; higher inflation and its impacts; and the effects of any changes in accounting standards or policies. Customers Bancorp, Inc. cautions that the foregoing factors are not exclusive, and neither such factors nor any such forward-looking statement takes into account the impact of any future events. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review Customers Bancorp, Inc.’s filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K for the year ended December 31, 2023, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments thereto, that update or provide information in addition to the information included in the Form 10-K and Form 10-Q filings, if any. Customers Bancorp, Inc. does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by Customers Bancorp, Inc. or by or on behalf of Customers Bank, except as may be required under applicable law.

Management’s discussion and analysis represents an overview of the financial condition and results of operations, and highlights the significant changes in the financial condition and results of operations, as presented in the accompanying consolidated financial statements for Customers Bancorp, Inc. (the “Bancorp” or “Customers Bancorp”), a financial holding company, and its wholly owned subsidiaries, including Customers Bank (the “Bank”), collectively referred to as “Customers” herein. This information is intended to facilitate your understanding and assessment of significant changes and trends related to Customers’ financial condition and results of operations as of and for the three and six months ended June 30, 2024. All quarterly information in this Management’s Discussion and Analysis is unaudited. You should read this section in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Customers’ 2023 Form 10-K.

Overview

Like most financial institutions, Customers derives the majority of its income from interest it receives on its interest-earning assets, such as loans, leases and investments. Customers’ primary source of funds for making these loans, leases and investments are its deposits and borrowings, on which it pays interest. Consequently, one of the key measures of Customers’ success is the amount of its net interest income, or the difference between the interest income on its interest-earning assets and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. Another key measure is the difference between the interest income generated by interest earning assets and the interest expense on interest-bearing liabilities, relative to the amount of average interest earning assets, which is referred to as net interest margin.

There is credit risk inherent in loans and leases requiring Customers to maintain an ACL to absorb credit losses on existing loans and leases that may become uncollectible. Customers maintains this allowance by charging a provision for credit losses on loan and leases against its operating earnings. Customers has included a detailed discussion of this process in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements in its 2023 Form 10-K, as well as several tables describing its ACL in “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ unaudited consolidated financial statements.

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Impact of Macroeconomic and Banking Industry Uncertainties and Military Conflicts

Inflation remains elevated in 2024. The Federal Reserve has raised interest rates significantly throughout 2022 and into 2023 in attempts to bring the inflation to its long run target rate of two percent. The Federal Reserve is expected to start lowering interest rates in 2024, however significant uncertainties exist as to the extent and timing of any future rate cuts.

Significant uncertainties as to future economic conditions continue to exist, including higher inflation and interest rate environment, elevated liquidity risk to the U.S. banking system and the exposure to the U.S. commercial real estate market, particularly to the regional banks, disruptions to global supply chain and labor markets and higher oil and commodity prices exacerbated by the military conflicts between Russia and Ukraine and in Israel. Customers has taken deliberate actions in response, including maintaining higher levels of liquidity, reserves for credit losses on loans and leases and off-balance sheet credit exposures and strong capital ratios. Customers has shifted the mix of its loan portfolio towards low credit risk commercial loans with floating or adjustable interest rates to position the Bank for higher interest rates. Customers’ exposure to higher risk commercial real estate such as the office sector is minimal, representing approximately 1% of the loan portfolio as of June 30, 2024. The Bank’s debt securities available for sale and held to maturity are available to be pledged as collateral to the FRB and FHLB for additional liquidity. The Bank had approximately $5.3 billion in immediate available liquidity from the FRB and FHLB and cash on hand of $3.0 billion as of June 30, 2024. The Bank’s estimated FDIC insured deposits represented approximately 66% of our deposits (inclusive of accrued interest) as of June 30, 2024. When including collateralized and affiliate deposits as FDIC insured, this number increased to 74% of our deposits as of June 30, 2024. Customers is focused on growing its non-interest bearing and lower-cost interest-bearing deposits. Customers continues to monitor closely the impact of uncertainties affecting the macroeconomic conditions, the U.S. banking system, particularly regional banks, the military conflicts between Russia and Ukraine and in Israel, as well as any effects that may result from the federal government’s responses including future rate and regulatory actions; however, the extent to which inflation, interest rates and other macroeconomic and industry factors, the geopolitical conflicts and developments in the U.S. banking system will impact Customers’ operations and financial results during the remainder of 2024 is highly uncertain.

New Accounting Pronouncements

For information about the impact that recently adopted or issued accounting guidance will have on us, refer to “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ unaudited consolidated financial statements.

Critical Accounting Policies and Estimates

Customers has adopted various accounting policies that govern the application of U.S. GAAP and that are consistent with general practices within the banking industry in the preparation of its consolidated financial statements. Customers’ significant accounting policies are described in “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” in Customers’ audited consolidated financial statements included in its 2023 Form 10-K. Certain accounting policies involve significant judgments and assumptions by Customers that have a material impact on the carrying value of certain assets. Customers considers these accounting policies to be critical accounting policies. The judgments and assumptions used are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions management makes, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of Customers’ assets.

The critical accounting policy that is both important to the portrayal of Customers’ financial condition and results of operations and requires complex, subjective judgments is the ACL. This critical accounting policy and material estimate, along with the related disclosures, are reviewed by Customers’ Audit Committee of the Board of Directors.

Allowance for Credit Losses

Customers’ ACL at June 30, 2024 represents Customers’ current estimate of the lifetime credit losses expected from its loan and lease portfolio and its unfunded lending-related commitments that are not unconditionally cancellable. Management estimates the ACL by projecting a lifetime loss rate conditional on a forecast of economic parameters and other qualitative adjustments, for the loans’ and leases’ expected remaining term.

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Customers uses external sources in the creation of its forecasts, including current economic conditions and forecasts for macroeconomic variables over its reasonable and supportable forecast period (e.g., GDP growth rate, unemployment rate, BBB spread, commercial real estate and home price index). After the reasonable and supportable forecast period, which ranges from two to five years, the models revert the forecasted macroeconomic variables to their historical long-term trends, without specific predictions for the economy, over the expected life of the pool, while also incorporating prepayment assumptions into its lifetime loss rates. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, portfolio performance and assigned risk ratings. Significant loan/borrower attributes utilized in the models include property type, initial loan to value, assigned risk ratings, delinquency status, origination date, maturity date, initial FICO scores, and borrower industry and state.

The ACL may be affected materially by a variety of qualitative factors that Customers considers to reflect its current judgment of various events and risks that are not measured in our statistical procedures, including uncertainty related to the economic forecasts used in the modelled credit loss estimates, nature and volume of the loan and lease portfolio, credit underwriting policy exceptions, peer comparison, industry data, and model and data limitations. The qualitative allowance for economic forecast risk is further informed by multiple alternative scenarios, as deemed applicable, to arrive at a scenario or a composite of scenarios supporting the period-end ACL balance. The evaluation process is inherently imprecise and subjective as it requires significant management judgment based on underlying factors that are susceptible to changes, sometimes materially and rapidly. Customers recognizes that this approach may not be suitable in certain economic environments such that additional analysis may be performed at management’s discretion. Due in part to its subjectivity, the qualitative evaluation may be materially impacted during periods of economic uncertainty and late breaking events that could lead to a revision of reserves to reflect management’s best estimate of expected credit losses.

The ACL is established in accordance with our ACL policy. The ACL Committee, which includes the President, Chief Financial Officer, Chief Accounting Officer, Chief Lending Officer, and Chief Credit Officer, among others, reviews the adequacy of the ACL each quarter, together with Customers’ risk management team. The ACL policy, significant judgments and the related disclosures are reviewed by Customers’ Audit Committee of the Board of Directors.

The net decrease in our estimated ACL as of June 30, 2024 as compared to our December 31, 2023 resulted primarily from lower consumer installment loan balances held for investment. The provision for credit losses on loans and leases was $17.9 million and $33.8 million for the three and six months ended June 30, 2024, respectively, for an ending ACL balance of $137.3 million ($132.4 million for loans and leases and $4.9 million for unfunded lending-related commitments) as of June 30, 2024.

To determine the ACL as of June 30, 2024, Customers utilized Moody’s June 2024 Baseline forecast to generate its modelled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at June 2024 assumed slight improvements in forecasts of macroeconomic variables from the first quarter 2024 forecasts of macroeconomic conditions used by Customers; the Federal Reserve Board lowering interest rates by 0.25 percentage point in September and December 2024; failures of several regional banks in the first half of 2023 and recent issues around other banks are not symptomatic of a broader problem in the U.S. financial system and policymakers’ aggressive response will ensure that the failures do not weaken the financial system or further undermine economic growth; the military conflict between Russia and Ukraine continuing for the foreseeable future but its fallout on energy, agriculture and other commodity markets and the global economy fading; the war in Israel not broadening to a regional conflict and disrupting global energy markets; the CPI rising 3.2% in 2024 and 2.5% in 2025; and the unemployment rate rising to 4.0% in 2024 and 4.1% in 2025. Customers continues to monitor the impact of the U.S. banking system weaknesses, military conflicts between Russia and Ukraine and in Israel, inflation, and monetary and fiscal policy measures on the U.S. economy and, if pace of the expected recovery is worse than expected, further meaningful provisions for credit losses could be required.

As of December 31, 2023, the ACL ending balance was $138.2 million ($135.3 million for loans and leases and $2.9 million for unfunded lending-related commitments). To determine the ACL as of December 31, 2023, Customers utilized the Moody’s December 2023 Baseline forecast to generate its modelled expected losses and considered Moody’s other alternative economic forecast scenarios to qualitatively adjust the modelled ACL by loan portfolio in order to reflect management’s reasonable expectations of current and future economic conditions. The Baseline forecast at December 31, 2023 assumed lower growth rates in macroeconomic forecasts compared to the macroeconomic forecasts used by Customers in 2022; the Federal Reserve Board not raising the effective fed funds rate further as it has reached its terminal range of 5.25% to 5.5%, and easing gradually beginning in mid-2024; the federal government avoiding a shutdown in the fourth quarter 2023 and remaining in continuous operation through 2024; recent U.S. bank failures are not symptomatic of a broader problem in the U.S. financial system and policymakers’ aggressive response will ensure that the failures do not weaken the financial system or the U.S. economy; the military conflict between Russia and Ukraine continuing for the foreseeable future but its fallout on energy, agriculture and other commodity markets and the global economy fading; the war in Israel not broadening to a regional conflict and disrupting global energy markets; the CPI rising 2.8% in 2024 and 2.4% in 2025; and the unemployment rate rising to 4.0% in 2024 and 4.1% in 2025.

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One of the most significant judgments influencing the ACL is the macroeconomic forecasts from Moody’s. Changes in the economic forecasts could significantly affect the estimated credit losses which could potentially lead to materially different allowance levels from one reporting period to the next. Given the dynamic relationship between macroeconomic variables within Customers’ modelling framework, it is difficult to estimate the impact of a change in any one individual variable on the ACL. However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around the elevated interest rates weakening consumer spending and confidence much more than expected; concerns about bank failures raising fears of further collapse in the banking industry, reducing consumer confidence and causing banks to tighten lending standards; the Federal Reserve keeping the fed funds rate at the target range throughout the second quarter of 2024 but easing beginning in the third quarter 2024 as the economy weakens further; military conflict between Russia and Ukraine persisting longer than expected; worries grow that the military conflict in Israel leading to a wider military conflict; rising unemployment and the U.S. economy falling into recession in the third quarter of 2024. Under this scenario, as an example, the unemployment rate is estimated at 5.1% and 7.8% in 2024 and 2025, respectively. These numbers represent a 1.1% and 3.7% higher unemployment estimate than the Baseline scenario projection of 4.0% and 4.1% for the same time periods, respectively. To demonstrate the sensitivity to key economic parameters, management calculated the difference between a 100% Baseline weighting and a 100% adverse scenario weighting for modelled results. This would result in an incremental quantitative impact to the ACL of approximately $56 million at June 30, 2024. This resulting difference is not intended to represent an expected increase in ACL levels since (i) Customers may use a weighted approach applied to multiple economic scenarios for its ACL process, (ii) the highly uncertain economic environment, (iii) the difficulty in predicting inter-relationships between macroeconomic variables used in various economic scenarios, and (iv) the sensitivity analysis does not account for any qualitative adjustments incorporated by Customers as part of its overall ACL framework.

There is no certainty that Customers’ ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or Customers’ markets, such as geopolitical instability, risks of rising inflation including a near-term recession, or worsening of the U.S. banking system could severely impact our current expectations. If the credit quality of Customers’ customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, Customers’ net income and capital could be materially adversely affected which, in turn could have a material adverse effect on Customers’ financial condition and results of operations. The extent to which the geopolitical instability, risks of rising inflation and worsening of the U.S. banking system have and will continue to negatively impact Customers’ businesses, financial condition, liquidity and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time.

For more information, refer to “NOTE 7 – LOANS AND LEASES RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES” to Customers’ unaudited consolidated financial statements.

Results of Operations

The following table sets forth the condensed statements of income for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				QTD				Six Months Ended June 30,				YTD
(dollars in thousands)	2024		2023		Change		% Change		2024		2023		Change		% Change
Net interest income	$	167,653	$	165,271	$	2,382	1.4	%	$	328,038	$	315,170	$	12,868	4.1	%
Provision for credit losses	18,121		23,629		(5,508)		(23.3)	%	35,191		43,232		(8,041)		(18.6)	%
Total non-interest income	31,037		15,997		15,040		94.0	%	52,268		34,118		18,150		53.2	%
Total non-interest expense	103,452		89,297		14,155		15.9	%	202,621		169,430		33,191		19.6	%
Income before income tax expense	77,117		68,342		8,775		12.8	%	142,494		136,626		5,868		4.3	%
Income tax expense	19,032		20,768		(1,736)		(8.4)	%	34,683		35,331		(648)		(1.8)	%




Net income	58,085		47,574		10,511		22.1	%	107,811		101,295		6,516		6.4	%
Preferred stock dividends	3,785		3,567		218		6.1	%	7,585		7,023		562		8.0	%

Net income available to common shareholders	$	54,300	$	44,007	$	10,293	23.4	%	$	100,226	$	94,272	$	5,954	6.3	%

Customers reported net income available to common shareholders of $54.3 million and $100.2 million for the three and six months ended June 30, 2024, respectively, compared to net income available to common shareholders of $44.0 million and $94.3 million for the three and six months ended June 30, 2023, respectively. Factors contributing to the change in net income available to common shareholders for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 were as follows:

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Net interest income

Net interest income increased $2.4 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily due to higher average balances and market interest rates on interest-earning deposits and lower interest expense from lower average balances of borrowings, offset in part by higher interest expense on deposits. Average interest-earning assets decreased by $553.4 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The decrease in interest-earning assets was primarily driven by decreases in commercial and industrial loans and consumer installment loans, offset in part by an increase in interest-earning deposits. NIM increased by 14 basis points to 3.29% for the three months ended June 30, 2024 from 3.15% for the three months ended June 30, 2023. The NIM increase was primarily attributable to higher interest income on variable rate loans in specialized lending and consumer installment loans in a higher interest rate environment. The NIM increase was partially offset by higher market interest rates on deposits, which drove a 44 basis point increase in the cost of interest-bearing liabilities for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Customers’ total cost of funds, including non-interest bearing deposits was 3.51% and 3.32% for the three months ended June 30, 2024 and 2023, respectively.

Net interest income increased $12.9 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily due to higher average balances and market interest rates on interest-earning deposits, higher market interest rates on variable rate loans in specialized lending, consumer installment loans and investments and lower interest expense from lower average balances of borrowings, offset in part by higher interest expense on deposits. Average interest-earning assets decreased by $99.5 million, primarily related to decreases in commercial and industrial loans and leases, primarily in variable rate lower credit risk specialized lending, PPP loans included in other commercial and industrial loans and leases and consumer installment loans as Customers continued its de-risking strategy, partially offset by an increase in interest-earning deposits. NIM increased by 14 basis points to 3.20% for the six months ended June 30, 2024 from 3.06% for the six months ended June 30, 2023. The NIM increase was primarily attributable to higher interest rates on variable rate loans in specialized lending, consumer installment loans, interest-earning deposits and investments, which drove a 21 basis point increase in the yield on interest-earning assets. The NIM increase was partially offset by higher market interest rates on deposits, which drove a 60 basis point increase in the cost of interest-bearing liabilities for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Customers’ total cost of funds, including non-interest bearing deposits was 3.53% and 3.38% for the six months ended June 30, 2024 and 2023, respectively.

Provision for credit losses

The $5.5 million decrease in the provision for credit losses for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, primarily reflects the recognition of slight improvements in macroeconomic forecasts and lower consumer installment loan balances held for investment. The ACL on off-balance sheet credit exposures is presented within accrued interest payable and other liabilities in the consolidated balance sheet and the related provision is presented as part of other non-interest expense on the consolidated statement of income. The ACL on loans and leases held for investment represented 1.08% of total loans and leases receivable at June 30, 2024, compared to 1.09% of total loans and leases receivable at June 30, 2023. Net charge-offs for the three months ended June 30, 2024 were $18.7 million, or 56 basis points of average loans and leases on an annualized basis, compared to net charge-offs of $15.6 million, or 42 basis points on an annualized basis, for the three months ended June 30, 2023. The net charge-offs of $15.6 million for three months ended June 30, 2023 excluded $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the venture banking loan portfolio on June 15, 2023. The increase in net charge-offs for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, excluding the charge-offs for certain PCD loans acquired from the FDIC, was primarily due to higher charge-offs for commercial and industrial loans.

The $8.0 million decrease in the provision for credit losses for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, primarily reflects the recognition of slight improvements in macroeconomic forecasts and lower consumer installment loan balances held for investment. Net charge-offs for the six months ended June 30, 2024 were $36.7 million, or 56 basis points of average loans and leases on an annualized basis, compared to net charge-offs of $34.2 million, or 46 basis points on an annualized basis, for the six months ended June 30, 2023. The increase in net charge-offs for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, excluding the charge-offs for certain PCD loans acquired from the FDIC, was primarily due to higher charge-offs for commercial and industrial loans, partially offset by a decrease in charge-offs for non-owner occupied commercial real estate loans.

The provision for credit losses for the three months ended June 30, 2024 and 2023 also included a provision for credit losses of $0.3 million and $1.3 million on certain asset-backed securities and corporate notes, respectively, included in our investment securities available for sale. The provision for credit losses on certain asset-backed securities and corporate notes included in our investment securities available for sale was $1.4 million and $2.9 million for the six months ended June 30, 2024 and 2023, respectively. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ unaudited consolidated financial statements for additional information.

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Non-interest income

The $15.0 million increase in non-interest income for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from $11.0 million of unrealized gain on equity method investment with a fair value of $16.0 million purchased at a discount for the three months ended June 30, 2024, $5.0 million of loss on sale of capital call lines of credit for the three months ended June 30, 2023, increases of $1.4 million in commercial lease income and $1.0 million in loan fees, and a decrease of $0.5 million in net loss on sale of loans, partially offset by a decrease of $3.0 million in bank-owned life insurance income and an increase of $0.7 million in net loss on sale of investment securities for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

The $18.2 million increase in non-interest income for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from $11.0 million of unrealized gain on equity method investment with a fair value of $16.0 million purchased at a discount for the six months ended June 30, 2024, $5.0 million of loss on sale of capital call lines of credit for the six months ended June 30, 2023, increases of $2.3 million in loan fees and $1.7 million in commercial lease income, and a decrease of $0.5 million in net loss on sale of loans. These increases were offset in part by a decrease of $2.4 million in bank-owned life insurance income and an increase of $0.7 million in net loss on sale of investment securities for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Non-interest expense

The $14.2 million increase in non-interest expense for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from increases of $11.8 million in salaries and employee benefits, $4.6 million in other non-interest expense and $0.5 million in FDIC assessments, non-income taxes and regulatory fees. These increases were offset in part by decreases of $3.1 million in professional services, $1.3 million in loan servicing and $0.2 million in technology, communication and bank operations for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

The $33.2 million increase in non-interest expense for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from increases of $15.5 million in salaries and employee benefits, $11.2 million in FDIC assessments, non-income taxes and regulatory fees, $6.4 million in other non-interest expense and $5.1 million in technology, communication and bank operations. These increases were offset in part by decreases of $4.3 million in professional services and $1.9 million in loan servicing for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Included in the $11.2 million increase in FDIC assessments, non-income taxes and regulatory fees for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was $4.2 million in FDIC premiums related to periods prior to 2024 and $0.7 million related to an increase in industry-wide FDIC special assessment associated with the bank failures of March 2023. Included in the $5.1 million increase in technology, communication and bank operations for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was $7.1 million of deposit servicing-related fees related to periods prior to 2024.

Income tax expense

Customers’ effective tax rate was 24.68% for the three months ended June 30, 2024 compared to 30.39% for the three months ended June 30, 2023. The decrease in the effective tax rate primarily resulted from tax expense on surrendered bank-owned life insurance policies of $4.1 million for the three months ended June 30, 2023.

Customers’ effective tax rate was 24.34% for the six months ended June 30, 2024 compared to 25.86% for the six months ended June 30, 2023. The decrease in the effective tax rate primarily resulted from tax expense on surrendered bank-owned life insurance policies of $4.1 million for the six months ended June 30, 2023, partially offset by a decrease in estimated income tax credits for the year ending December 31, 2024.

Preferred stock dividends

Preferred stock dividends were $3.8 million and $3.6 million for the three months ended June 30, 2024 and 2023, respectively. Preferred stock dividends were $7.6 million and $7.0 million for the six months ended June 30, 2024 and 2023, respectively. There were no changes to the amount of preferred stock outstanding during the three and six months ended June 30, 2024 and 2023.

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NET INTEREST INCOME

Net interest income (the difference between the interest earned on loans and leases, investments and interest-earning deposits with banks, and interest paid on deposits, borrowed funds and subordinated debt) is the primary source of Customers’ earnings. The following table summarizes Customers’ net interest income, related interest spread, net interest margin and the dollar amount of changes in interest income and interest expense for the major categories of interest-earning assets and interest-bearing liabilities for the three and six months ended June 30, 2024 and 2023. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to (i) changes attributable to volume (i.e., changes in average balances multiplied by the prior-period average rate) and (ii) changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.


	Three Months Ended June 30,												Three Months Ended June 30,
	2024						2023						2024 vs. 2023
(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yield or Cost (%)		Average Balance		Interest Income or Expense		Average Yield or Cost (%)		Due to rate		Due to volume		Total
Assets
Interest-earning deposits	$	3,325,771	$	45,506	5.50	%	$	2,150,154	$	27,624	5.15	%	$	1,977	$	15,905	$	17,882
Investment securities (1)	3,732,565		47,586		5.13	%	3,949,732		48,026		4.86	%	2,417		(2,857)		(440)
Loans and leases:

Commercial and industrial:
Specialized lending loans and leases (2)	5,446,882		120,977		8.93	%	5,832,485		121,779		8.37	%	7,669		(8,471)		(802)
Other commercial and industrial loans (2)(3)	1,540,191		25,119		6.56	%	1,879,794		27,661		5.90	%	2,838		(5,380)		(2,542)
Mortgage finance loans	1,151,407		15,087		5.27	%	1,300,496		19,606		6.05	%	(2,392)		(2,127)		(4,519)
Multifamily loans	2,108,835		21,461		4.09	%	2,181,617		21,095		3.88	%	1,095		(729)		366

Non-owner occupied commercial real estate loans	1,396,771		20,470		5.89	%	1,428,086		19,877		5.58	%	1,048		(455)		593
Residential mortgages	520,791		5,955		4.60	%	535,739		5,735		4.28	%	392		(172)		220
Installment loans	1,186,486		28,867		9.79	%	1,684,215		37,141		8.84	%	3,628		(11,902)		(8,274)



Total loans and leases (4)	13,351,363		237,936		7.17	%	14,842,432		252,894		6.83	%	11,823		(26,781)		(14,958)
Other interest-earning assets	110,585		3,010		10.95	%	131,362		1,616		4.93	%	1,685		(291)		1,394
Total interest-earning assets	20,520,284		334,038		6.54	%	21,073,680		330,160		6.28	%	12,947		(9,069)		3,878
Non-interest-earning assets	464,919						581,055

Total assets	$	20,985,203					$	21,654,735
Liabilities
Interest checking accounts	$	5,719,698	64,047		4.50	%	$	5,309,775	49,862		3.77	%	10,142		4,043		14,185
Money market deposit accounts	3,346,718		38,167		4.59	%	1,978,546		19,678		3.99	%	3,303		15,186		18,489
Other savings accounts	1,810,375		21,183		4.71	%	997,205		9,839		3.96	%	2,139		9,205		11,344
Certificates of deposit	2,034,605		25,387		5.02	%	5,020,205		56,996		4.55	%	5,319		(36,928)		(31,609)
Total interest-bearing deposits (5)	12,911,396		148,784		4.63	%	13,305,731		136,375		4.11	%	16,584		(4,175)		12,409


Borrowings	1,454,010		17,601		4.87	%	2,357,981		28,514		4.85	%	116		(11,029)		(10,913)
Total interest-bearing liabilities	14,365,406		166,385		4.66	%	15,663,712		164,889		4.22	%	16,012		(14,516)		1,496
Non-interest-bearing deposits (5)	4,701,695						4,258,711
Total deposits and borrowings	19,067,101				3.51	%	19,922,423				3.32	%
Other non-interest-bearing liabilities	203,714						259,111

Total liabilities	19,270,815						20,181,534
Shareholders’ equity	1,714,388						1,473,201
Total liabilities and shareholders’ equity	$	20,985,203					$	21,654,735
Net interest income			167,653						165,271				$	(3,065)	$	5,447	$	2,382
Tax-equivalent adjustment			393						390
Net interest earnings			$	168,046					$	165,661
Interest spread					3.03	%					2.96	%
Net interest margin					3.28	%					3.14	%
Net interest margin tax equivalent (6)					3.29	%					3.15	%

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(1) For presentation in this table, average balances and the corresponding average yields for investment securities are based upon historical cost, adjusted for amortization of premiums and accretion of discounts.

(2) Includes owner occupied commercial real estate loans.

(3) Includes PPP loans.

(4) Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(5) Total costs of deposits (including interest bearing and non-interest-bearing) were 3.40% and 3.11% for the three months ended June 30, 2024 and 2023, respectively.

(6) Tax-equivalent basis, using an estimated marginal tax rate of 26% for the three months ended June 30, 2024 and 2023, presented to approximate interest income as a taxable asset.

The NIM increased by 14 basis points to 3.29% for the three months ended June 30, 2024 from 3.15% for the three months ended June 30, 2023 resulting primarily from a shift in the mix of interest-earning assets and interest-bearing liabilities in a higher interest rate environment. The shift in the mix of interest-earning assets in a higher interest rate environment, mostly due to higher interest rates on variable rate loans in specialized lending and consumer installment loans drove an increase in the yield on interest-earning assets and contributed to the NIM increase for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The NIM increase was partially offset by higher market interest rates on deposits, which drove a 44 basis point increase in the cost of interest-bearing liabilities for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Customers’ total cost of funds, including non-interest bearing deposits was 3.51% and 3.32% for the three months ended June 30, 2024 and 2023, respectively.

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	Six Months Ended June 30,												Six Months Ended June 30,
	2024						2023						2024 vs. 2023
(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yield or Cost (%)		Average Balance		Interest Income or Expense		Average Yield or Cost (%)		Due to rate		Due to volume		Total
Assets
Interest-earning deposits	$	3,595,400	$	98,323	5.50	%	$	1,535,566	$	38,019	4.99	%	$	4,269	$	56,035	$	60,304
Investment securities (1)	3,751,831		94,388		5.06	%	3,990,265		95,342		4.78	%	5,139		(6,093)		(954)
Loans and leases:

Commercial and industrial:
Specialized lending loans and leases (2)	5,357,613		236,567		8.88	%	5,763,708		225,467		7.89	%	27,515		(16,415)		11,100
Other commercial and industrial loans (2)(3)	1,597,428		51,833		6.53	%	2,235,144		76,782		6.93	%	(4,198)		(20,751)		(24,949)
Mortgage finance loans	1,092,292		27,917		5.14	%	1,281,424		37,018		5.83	%	(4,050)		(5,051)		(9,101)
Multifamily loans	2,115,243		42,716		4.06	%	2,194,039		41,565		3.82	%	2,637		(1,486)		1,151

Non-owner occupied commercial real estate loans	1,372,619		40,649		5.96	%	1,438,844		40,076		5.62	%	2,428		(1,855)		573
Residential mortgages	521,659		11,663		4.50	%	539,304		11,333		4.24	%	700		(370)		330
Installment loans	1,183,104		56,638		9.63	%	1,705,984		76,566		9.05	%	4,692		(24,620)		(19,928)



Total loans and leases (4)	13,239,958		467,983		7.11	%	15,158,447		508,807		6.77	%	25,099		(65,923)		(40,824)
Other interest-earning assets	109,055		5,121		9.44	%	111,446		2,937		5.32	%	2,248		(64)		2,184
Total interest-earning assets	20,696,244		665,815		6.46	%	20,795,724		645,105		6.25	%	23,542		(2,832)		20,710
Non-interest-earning assets	463,972						559,766

Total assets	$	21,160,216					$	21,355,490
Liabilities
Interest checking accounts	$	5,629,272	125,578		4.49	%	$	6,396,042	120,347		3.79	%	20,698		(15,467)		5,231
Money market deposit accounts	3,289,911		74,978		4.58	%	2,222,917		40,461		3.67	%	11,757		22,760		34,517
Other savings accounts	1,781,746		42,582		4.81	%	910,241		16,125		3.57	%	7,043		19,414		26,457
Certificates of deposit	2,392,696		59,371		4.99	%	4,763,694		103,372		4.38	%	12,961		(56,962)		(44,001)
Total interest-bearing deposits (5)	13,093,625		302,509		4.65	%	14,292,894		280,305		3.95	%	47,043		(24,839)		22,204
Federal funds purchased	—		—		—	%	7,624		188		4.97	%	—		(188)		(188)

Borrowings	1,480,359		35,268		4.79	%	2,074,623		49,442		4.81	%	(202)		(13,972)		(14,174)
Total interest-bearing liabilities	14,573,984		337,777		4.66	%	16,375,141		329,935		4.06	%	46,191		(38,349)		7,842
Non-interest-bearing deposits (5)	4,661,341						3,284,416
Total deposits and borrowings	19,235,325				3.53	%	19,659,557				3.38	%
Other non-interest-bearing liabilities	234,195						253,376

Total liabilities	19,469,520						19,912,933
Shareholders’ equity	1,690,696						1,442,557
Total liabilities and shareholders’ equity	$	21,160,216					$	21,355,490
Net interest income			328,038						315,170				$	(22,649)	$	35,517	$	12,868
Tax-equivalent adjustment			787						765
Net interest earnings			$	328,825					$	315,935
Interest spread					2.93	%					2.86	%
Net interest margin					3.19	%					3.05	%
Net interest margin tax equivalent (6)					3.20	%					3.06	%

(2) Includes owner occupied commercial real estate loans.

(3) Includes PPP loans.

(4) Includes non-accrual loans, the effect of which is to reduce the yield earned on loans and leases, and deferred loan fees.

(5) Total costs of deposits (including interest bearing and non-interest-bearing) were 3.43% and 3.22% for the six months ended June 30, 2024 and 2023, respectively.

(6) Tax-equivalent basis, using an estimated marginal tax rate of 26% for the six months ended June 30, 2024 and 2023, presented to approximate interest income as a taxable asset.

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The NIM increased by 14 basis points to 3.20% for the six months ended June 30, 2024 from 3.06% for the six months ended June 30, 2023 resulting primarily from a shift in the mix of interest-earning assets and interest-bearing liabilities in a higher interest rate environment. The shift in the mix of interest-earning assets in higher interest rate environment, mostly due to higher interest rates on variable rate loans in specialized lending, consumer installment loans, interest-earning deposits and investments drove a 21 basis point increase in the yield on interest-earning assets. The NIM increase was partially offset by higher market interest rates on deposits, which drove a 60 basis point increase in the cost of interest-bearing liabilities for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Customers’ total cost of funds, including non-interest bearing deposits was 3.53% and 3.38% for the six months ended June 30, 2024 and 2023, respectively.

PROVISION FOR CREDIT LOSSES

The provision for credit losses is a charge to earnings to maintain the ACL at a level consistent with management’s assessment of expected lifetime losses in the loan and lease portfolio at the balance sheet date. Customers recorded a provision for credit losses on loans and leases during the three months ended June 30, 2024, which resulted primarily from the recognition of slight improvements in macroeconomic forecasts and lower consumer installment loan balances held for investment. Customers recorded a provision for credit losses of $17.9 million for loans and leases and $1.6 million for lending-related commitments, respectively, for the three months ended June 30, 2024. Customers recorded a provision for credit losses of $22.4 million for loans and leases, which resulted primarily from increased uncertainty and slightly weaker macroeconomic forecasts, partially offset by lower consumer installment loan balances held for investment, and a benefit to provision for credit losses of $0.3 million for lending-related commitments, respectively, for the three months ended June 30, 2023. Net charge-offs for the three months ended June 30, 2024 were $18.7 million, or 56 basis points of average loans and leases on an annualized basis, compared to net charge-offs of $15.6 million, or 42 basis points of average loans and leases on an annualized basis, for the three months ended June 30, 2023. The net charge-offs of $15.6 million for three months ended June 30, 2023 excluded $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the venture banking loan portfolio on June 15, 2023. The increase in net charge-offs for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, excluding the charge-offs for certain PCD loans acquired from the FDIC, was primarily due to higher charge-offs for commercial and industrial loans.

Customers recorded a provision for credit losses of $33.8 million for loans and leases and $2.0 million for lending-related commitments, respectively, for the six months ended June 30, 2024, which resulted primarily from the recognition of slight improvements in macroeconomic forecasts and lower consumer installment loan balances held for investment. Customers recorded a provision for credit losses of $40.4 million for loans and leases and a benefit to provision of $24 thousand for lending-related commitments, respectively, for the six months ended June 30, 2023. Net charge-offs for the six months ended June 30, 2024 were $36.7 million, or 56 basis points of average loans and leases on an annualized basis, compared to net charge-offs of $34.2 million, or 46 basis points of average loans and leases on an annualized basis, for the six months ended June 30, 2023. The increase in net charge-offs for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, excluding the charge-offs for certain PCD loans acquired from the FDIC, was primarily due to higher charge-offs for commercial and industrial loans, partially offset by a decrease in charge-offs for non-owner occupied commercial real estate loans.

For more information about the provision and ACL and our loss experience on loans and leases, refer to “Credit Risk” and “Asset Quality” herein.

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NON-INTEREST INCOME

The table below presents the components of non-interest income for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				QTD				Six Months Ended June 30,				YTD
(dollars in thousands)	2024		2023		Change		% Change		2024		2023		Change		% Change
Commercial lease income	$	10,282	$	8,917	$	1,365	15.3	%	$	19,965	$	18,243	$	1,722	9.4	%
Loan fees	5,233		4,271		962		22.5	%	10,513		8,261		2,252		27.3	%
Bank-owned life insurance	2,007		4,997		(2,990)		(59.8)	%	5,268		7,644		(2,376)		(31.1)	%
Mortgage finance transactional fees	1,058		1,376		(318)		(23.1)	%	2,004		2,450		(446)		(18.2)	%




Net gain (loss) on sale of loans	(238)		(761)		523		(68.7)	%	(228)		(761)		533		(70.0)	%
Loss on sale of capital call lines of credit	—		(5,037)		5,037		(100.0)	%	—		(5,037)		5,037		(100.0)	%

Net gain (loss) on sale of investment securities	(719)		—		(719)		NM		(749)		—		(749)		NM





Unrealized gain on equity method investments	11,041		—		11,041		NM		11,041		—		11,041		NM
Other	2,373		2,234		139		6.2	%	4,454		3,318		1,136		34.2	%
Total non-interest income	$	31,037	$	15,997	$	15,040	94.0	%	$	52,268	$	34,118	$	18,150	53.2	%

Commercial lease income

Commercial lease income represents income earned on commercial operating leases originated by Customers’ commercial equipment financing group in which Customers is the lessor. The $1.4 million increase in commercial lease income for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from the growth of Customers’ equipment finance business.

The $1.7 million increase in commercial lease income for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from the growth of Customers’ equipment finance business.

Loan fees

The $1.0 million increase in loan fees for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from increases in fees earned on unused lines of credit and other fees from commercial and consumer borrowers.

The $2.3 million increase in loan fees for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from increases in fees earned on unused lines of credit and other fees from commercial and consumer borrowers.

Bank-owned life insurance

Bank-owned life insurance income represents income earned on life insurance policies owned by Customers including an increase in cash surrender value of the policies and any benefits paid by insurance carriers under the policies. The $3.0 million decrease in bank-owned life insurance income for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from a decrease in death benefits paid by insurance carriers under the policies.

The $2.4 million decrease in bank-owned life insurance income for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from a decrease in death benefits paid by insurance carriers under the policies.

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Net gain (loss) on sale of loans

The $0.5 million decrease in net loss on sale of loans for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from a loss of $0.2 million, inclusive of transaction costs, on sale of $23.7 million in commercial and industrial loans for the three months ended June 30, 2024, compared to $0.4 million in gains on sales of $66.2 million of SBA loans and a loss of $1.2 million, inclusive of transaction costs, on sales of $556.7 million in consumer installment loans that were classified as held for sale, inclusive of $154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to third-party sponsored VIEs for the three months ended June 30, 2023. Customers has continued to build out its held-for-sale strategy in 2024 in which we accumulate loans with the intent to sell in the future. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ unaudited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs. There can be no assurance that Customers will realize gains from sales of loans in 2024 given the significant uncertainty in the capital markets.

The $0.5 million decrease in net loss on sale of loans for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from a loss of $0.2 million, inclusive of transaction costs, on sale of $23.7 million in commercial and industrial loans for the six months ended June 30, 2024, compared to $0.4 million in gains on sales of $66.2 million of SBA loans and a loss of $1.2 million, inclusive of transaction costs, on sales of $556.7 million in consumer installment loans that were classified as held for sale, inclusive of $154.0 million of other installment loans transferred from held for investment to held for sale, accrued interest and unamortized deferred loan origination costs, to third-party sponsored VIEs for the six months ended June 30, 2023. Customers has continued to build out our held-for-sale strategy in 2024 in which we accumulate loans with the intent to sell in the future. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ unaudited consolidated financial statements for additional information on the sale of consumer installment loans to third-party sponsored VIEs. There can be no assurance that Customers will realize gains from sales of loans in 2024 given the significant uncertainty in the capital markets.

Loss on sale of capital call lines of credit

The $5.0 million decrease in realized loss from the sale of capital call lines of credit for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 reflected the sale of $670.0 million of short-term syndicated capital call lines of credit within specialized lending, inclusive of accrued interest and unamortized deferred loan origination costs for the three months ended June 30, 2023, compared to no such sales for the three months ended June 30, 2024. Customers decided to exit completely the non-strategic, short-term syndicated call lines of credit with borrowers that Customers had no deposit relationships during the three months ended June 30, 2023.

The $5.0 million decrease in realized loss from the sale of capital call lines of credit for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 reflected the sale of $670.0 million of short-term syndicated capital call lines of credit within specialized lending, inclusive of accrued interest and unamortized deferred loan origination costs for the six months ended June 30, 2023, compared to no such sales for the six months ended June 30, 2024. Customers decided to exit completely the non-strategic, short-term syndicated capital call lines of credit with borrowers that Customers had no deposit relationships during the six months ended June 30, 2023.

Net gain (loss) on sale of investment securities

The $0.7 million increase in net loss on sale of investment securities for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 reflects net losses realized from the sales of $218.7 million in AFS debt securities for the three months ended June 30, 2024, compared to no such sales during the three months ended June 30, 2023. There can be no assurance that Customers will realize gains from sales of investment securities in 2024, given the significant uncertainty in the capital markets and fluctuations in our funding needs, which may impact Customers’ investment strategy.

The $0.7 million increase in net loss on sale of investment securities for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 reflects net losses realized from the sales of $240.7 million in AFS debt securities for the six months ended June 30, 2024, compared to no such sales during the six months ended June 30, 2023. There can be no assurance that Customers will realize gains from sales of investment securities in 2024, given the significant uncertainty in the capital markets and fluctuations in our funding needs, which may impact Customers’ investment strategy.

Unrealized gain on equity method investments

The $11.0 million increase in unrealized gain on the equity method investments for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 reflects unrealized gain from the equity method investment with a fair value of $16.0 million purchased at a discount during the three months ended June 30, 2024.

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The $11.0 million increase in unrealized gain on the equity method investments for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 reflects unrealized gain from the equity method investment with a fair value of $16.0 million purchased at a discount during the six months ended June 30, 2024.

Customers accounts for unconsolidated partnerships and certain other investments using the equity method of accounting if it has the ability to significantly influence the operating and financial policies of the investee. This is generally presumed to exist when Customers owns between 20% and 50% of a corporation, or when it has greater than 3% to 5% interest in a limited partnership or similarly structured entity. Under the equity method, Customers records its equity ownership share of net income or loss of the investee within other non-interest income. Investments accounted for under the equity method of accounting are included within other assets on the consolidated balance sheets.

NON-INTEREST EXPENSE

The table below presents the components of non-interest expense for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,				QTD				Six Months Ended June 30,				YTD
(dollars in thousands)	2024		2023		Change		% Change		2024		2023		Change		% Change
Salaries and employee benefits	$	44,947	$	33,120	$	11,827	35.7	%	$	80,972	$	65,465	$	15,507	23.7	%
Technology, communication and bank operations	16,227		16,407		(180)		(1.1)	%	38,131		32,996		5,135		15.6	%
Commercial lease depreciation	7,829		7,328		501		6.8	%	15,799		15,203		596		3.9	%
Professional services	6,104		9,192		(3,088)		(33.6)	%	12,457		16,788		(4,331)		(25.8)	%
Loan servicing	3,516		4,777		(1,261)		(26.4)	%	7,547		9,438		(1,891)		(20.0)	%
Occupancy	3,120		2,519		601		23.9	%	5,467		5,279		188		3.6	%
FDIC assessments, non-income taxes and regulatory fees	10,236		9,780		456		4.7	%	23,705		12,508		11,197		89.5	%
Advertising and promotion	1,254		546		708		129.7	%	1,936		1,595		341		21.4	%




Other	10,219		5,628		4,591		81.6	%	16,607		10,158		6,449		63.5	%
Total non-interest expense	$	103,452	$	89,297	$	14,155	15.9	%	$	202,621	$	169,430	$	33,191	19.6	%

Salaries and employee benefits

The $11.8 million increase in salaries and employee benefits for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from an increase in average full-time equivalent team members including the addition of 10 new banking teams, annual merit increases, incentives and severance.

The $15.5 million increase in salaries and employee benefits for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from an increase in average full-time equivalent team members including the addition of 10 new banking teams, annual merit increases, incentives and severance.

Technology, communication and bank operations

The $0.2 million decrease in technology, communication and bank operations expense for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from a decrease in deposit servicing-related expenses resulting from lower servicing fees, partially offset by an increase of $4.2 million in fees for software, software as a service and processing fees.

The $5.1 million increase in technology, communication and bank operations expense for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from an increase of $7.1 million in fees for software, software as a service and processing fees, partially offset by a decrease in deposit servicing-related expenses resulting from lower servicing fees and other technology related expenses.

Customers incurred expenses of $3.4 million and $7.3 million to BM Technologies under the deposit servicing agreement included within the technology, communication and bank operations expense during the three months ended June 30, 2024 and 2023, respectively. Customers incurred expenses of $14.1 million and $14.9 million to BM Technologies under the deposit servicing agreement included within the technology, communication and bank operations expense during the six months ended June 30, 2024 and 2023, respectively. The deposit servicing fees of $14.1 million incurred to BM Technologies for the six months ended June 30, 2024 included $7.1 million for periods prior to 2024.

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Professional services

The $3.1 million decrease in professional services for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from decreases in legal and consulting fees.

The $4.3 million decrease in professional services for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from decreases in legal and consulting fees.

Loan servicing

The $1.3 million decrease in loan servicing for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from lower balances in loan portfolios serviced by third parties.

The $1.9 million decrease in loan servicing for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from lower balances in loan portfolios serviced by third parties.

FDIC assessments, non-income taxes and regulatory fees

The $0.5 million increase in FDIC assessments, non-income taxes and regulatory fees for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from an increase in FDIC assessment rates.

The $11.2 million increase in FDIC assessments, non-income taxes and regulatory fees for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from an increase in FDIC assessment rates, FDIC premiums of $4.2 million relating to periods prior to 2024 and an increase in the estimated FDIC special assessments of $0.7 million. In November 2023, FDIC issued a final rule to implement a special assessment of 3.36 basis points on the uninsured deposits in excess of $5 billion as of December 31, 2022 to recover the losses arising from the closures of Silicon Valley Bank and Signature Bank in early March 2023. Customers recorded an additional special assessment of $0.7 million based on the updated estimate of the losses from the FDIC for the six months ended June 30, 2024. The special assessment will be paid over eight quarterly periods beginning in the first quarter 2024. Customers had approximately $6.4 billion in uninsured deposits as of December 31, 2022. The total special assessment amount to be paid by Customers may vary based on collections ultimately received by the FDIC to recover its losses.

Other non-interest expense

The $4.6 million increase in other non-interest expense for the three months ended June 30, 2024 compared to the three months ended June 30, 2023 primarily resulted from increases in fees paid to a fintech company related to consumer installment loans originated and held for sale as a part of the Bank’s held for sale strategy and the provision for credit losses on unfunded lending-related commitments.

The $6.4 million increase in other non-interest expense for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 primarily resulted from an increase in fees paid to a fintech company related to consumer installment loans originated and held for sale as a part of the Bank’s held for sale strategy and the provision for credit losses on unfunded lending-related commitments.

INCOME TAXES

The table below presents income tax expense and the effective tax rate for the three and six months ended June 30, 2024 and 2023.


	Three Months Ended June 30,						QTD				Six Months Ended June 30,						YTD
(dollars in thousands)	2024			2023			Change		% Change		2024			2023			Change		% Change
Income before income tax expense	$	77,117		$	68,342		$	8,775	12.8	%	$	142,494		$	136,626		$	5,868	4.3	%
Income tax expense	19,032			20,768			(1,736)		(8.4)	%	34,683			35,331			(648)		(1.8)	%
Effective tax rate	24.68		%	30.39		%					24.34		%	25.86		%

Table of Content s

The $1.7 million decrease in income tax expense for the three months ended June 30, 2024, when compared to the same period in the prior year, primarily resulted from tax expense on surrendered bank-owned life insurance policies of $4.1 million for the three months ended June 30, 2023, partially offset by higher pre-tax income. The decrease in the effective tax rate for the three months ended June 30, 2024, when compared to the same period in the prior year, primarily resulted from tax expense on surrendered bank-owned life insurance policies for the three months ended June 30, 2023.

The $0.6 million decrease in income tax expense for the six months ended June 30, 2024, when compared to the same period in the prior year, primarily resulted from tax expense on surrendered bank-owned life insurance policies of $4.1 million for the six months ended June 30, 2023, partially offset by higher pre-tax income and a decrease in estimated income tax credits. The decrease in the effective tax rate for the six months ended June 30, 2024, when compared to the same period in the prior year, primarily resulted from tax expense on surrendered bank-owned life insurance policies for the six months ended June 30, 2023, partially offset by a decrease in estimated income tax credits for the year ending December 31, 2024.

PREFERRED STOCK DIVIDENDS

On June 15, 2021, the Series E Preferred Stock became floating at three-month LIBOR plus 5.14%, compared to a fixed rate of 6.45%. On December 15, 2021, the Series F Preferred Stock became floating at three-month LIBOR plus 4.762%, compared to a fixed rate of 6.00%. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate on Series E and F Preferred Stock, plus 5.14% and 4.762%, respectively, beginning with dividends declared on October 25, 2023.

Financial Condition

General

Customers’ total assets were $20.9 billion at June 30, 2024. This represented a decrease of $373.3 million from total assets of $21.3 billion at December 31, 2023. The decrease in total assets was primarily driven by decreases of $797.8 million in cash and cash equivalents and $140.4 million in investment securities held to maturity, partially offset by increases of $290.3 million in loans and leases receivable, $106.0 million in investment securities, at fair value, $104.8 million in loans receivable, mortgage finance, at fair value and $35.4 million in loans held for sale.

Total liabilities were $19.2 billion at June 30, 2024. This represented a decrease of $481.8 million from $19.7 billion at December 31, 2023. The decrease in total liabilities primarily resulted from decreases of $242.1 million in total deposits, $184.9 million in FHLB advances and $55.0 million in accrued interest payable and other liabilities.

Table of Content s

The following table sets forth certain key condensed balance sheet data as of June 30, 2024 and December 31, 2023:


(dollars in thousands)	June 30, 2024		December 31, 2023		Change		% Change
Cash and cash equivalents	$	3,048,587	$	3,846,346	$	(797,759)	(20.7)	%
Investment securities, at fair value	2,511,650		2,405,640		106,010		4.4	%
Investment securities held to maturity	962,799		1,103,170		(140,371)		(12.7)	%
Loans held for sale	375,724		340,317		35,407		10.4	%


Loans and leases receivable	12,254,204		11,963,855		290,349		2.4	%
Loans receivable, mortgage finance, at fair value	1,002,711		897,912		104,799		11.7	%
Allowance for credit losses on loans and leases	(132,436)		(135,311)		2,875		(2.1)	%
Bank-owned life insurance	293,108		292,193		915		0.3	%
Other assets	410,916		366,829		44,087		12.0	%

Total assets	20,942,975		21,316,265		(373,290)		(1.8)	%
Total deposits	17,678,093		17,920,236		(242,143)		(1.4)	%


FHLB advances	1,018,349		1,203,207		(184,858)		(15.4)	%
Other borrowings	123,970		123,840		130		0.1	%
Subordinated debt	182,370		182,230		140		0.1	%

Accrued interest payable and other liabilities	193,328		248,358		(55,030)		(22.2)	%

Total liabilities	19,196,110		19,677,871		(481,761)		(2.4)	%
Total shareholders’ equity	1,746,865		1,638,394		108,471		6.6	%
Total liabilities and shareholders’ equity	$	20,942,975	$	21,316,265	$	(373,290)	(1.8)	%

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and interest-earning deposits. Cash and due from banks consists mainly of vault cash and cash items in the process of collection. Cash and due from banks were $45.0 million and $45.2 million at June 30, 2024 and December 31, 2023, respectively. Cash and due from banks balances vary from day to day, primarily due to variations in customers’ deposit activities with the Bank.

Interest-earning deposits consist of cash deposited at other banks, primarily the FRB. Interest-earning deposits were $3.0 billion and $3.8 billion at June 30, 2024 and December 31, 2023, respectively. The balance of interest-earning deposits varies from day to day, depending on several factors, such as fluctuations in customers’ deposits with Customers, payment of checks drawn on customers’ accounts and strategic investment and risk management decisions made to optimize Customers’ net interest income, while effectively managing interest-rate risk and liquidity. The decrease in interest-earning deposits from December 31, 2023 primarily resulted from deploying excess cash into loans and investment securities.

Investment securities at fair value

The investment securities portfolio is an important source of interest income and liquidity. It consists primarily of mortgage-backed securities and collateralized mortgage obligations guaranteed by agencies of the United States government, asset-backed securities, collateralized loan obligations, commercial mortgage-backed securities, private label collateralized mortgage obligations, corporate notes and certain equity securities. In addition to generating revenue, the investment portfolio is maintained to manage interest-rate risk, provide liquidity, serve as collateral for other borrowings, and diversify the credit risk of interest-earning assets. The portfolio is structured to optimize net interest income given the changes in the economic environment, liquidity position and balance sheet mix.

At June 30, 2024, investment securities at fair value totaled $2.5 billion compared to $2.4 billion at December 31, 2023. The increase primarily resulted from purchases of $599.3 million in asset-backed securities, agency mortgage-backed securities and collateralized mortgage obligations, collateralized loan obligations and corporate notes and an increase in the fair value of AFS debt securities, or a decrease in unrealized losses of $3.6 million primarily due to changes in market interest rates and credit spreads, partially offset by the maturities, calls and principal repayments totaling $259.7 million and the sales of $240.7 million of asset-backed securities, collateralized loan obligations, corporate notes and private label collateralized mortgage obligations for the six months ended June 30, 2024.

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For financial reporting purposes, AFS debt securities are reported at fair value. Unrealized gains and losses on AFS debt securities, other than credit losses, are included in other comprehensive income (loss) and reported as a separate component of shareholders’ equity, net of the related tax effect. Changes in the fair value of equity securities with a readily determinable fair value and securities reported at fair value based on a fair value option election are recorded in non-interest income in the period in which they occur. Customers recorded a provision for credit losses of $0.3 million and $1.4 million on certain asset-backed securities and corporate notes included in our investment securities at fair value for the three and six months ended June 30, 2024. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 13 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ unaudited consolidated financial statements for additional information.

The following table sets forth information about the maturities and weighted-average yield of the AFS debt securities portfolio. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums and accretion of discounts. Yields exclude the impact of related hedging derivatives.


	June 30, 2024
	Within one year		After one but within five years		After five but within ten years		No specific maturity		Total
Asset-backed securities	—	%	—	%	—	%	2.12	%	2.12	%

Agency-guaranteed residential mortgage-backed securities	—		—		—		5.55		5.55

Agency-guaranteed residential collateralized mortgage obligations	—		—		—		3.40		3.40
Agency-guaranteed commercial collateralized mortgage obligations	—		—		—		3.91		3.91
Collateralized loan obligations	—		—		—		6.96		6.96
Commercial mortgage-backed securities	—		—		—		6.60		6.60
Corporate notes	10.07		6.63		5.92		—		6.72
Private label collateralized mortgage obligations	—		—		—		3.71		3.71

Weighted-average yield	10.07	%	6.63	%	5.92	%	3.50	%	5.18	%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the AFS portfolio were issued by Ginnie Mae and Freddie Mac, and contain guarantees for the collection of principal and interest on the underlying mortgages.

Investment securities held to maturity

At June 30, 2024, investment securities held to maturity totaled $1.0 billion compared to $1.1 billion at December 31, 2023. The decrease in investment securities held to maturity primarily resulted from the maturities, calls and principal repayments totaling $142.8 million for the six months ended June 30, 2024.

The following table sets forth information about the maturities and weighted-average yield of the investment securities held to maturity. The weighted-average yield is computed based on a constant effective interest rate over the contractual life of each security adjusted for prepayment estimates, and considers the contractual coupon, amortization of premiums, accretion of discounts and amortization of unrealized losses upon transfer from investment securities available for sale to held to maturity, along with the unrealized loss in accumulated other comprehensive income.


	June 30, 2024
	Within one year		After one but within five years		After five but within ten years		No specific maturity		Total
Asset-backed securities	—	%	—	%	—	%	5.94	%	5.94	%

Agency-guaranteed residential mortgage-backed securities	—		—		—		1.80		1.80
Agency-guaranteed commercial mortgage-backed securities	—		—		—		1.77		1.77
Agency-guaranteed residential collateralized mortgage obligations	—		—		—		1.89		1.89
Agency-guaranteed commercial collateralized mortgage obligations	—		—		—		2.17		2.17



Private label collateralized mortgage obligations	—		—		—		4.63		4.63

Weighted-average yield	—	%	—	%	—	%	4.33	%	4.33	%

The agency-guaranteed mortgage-backed securities and collateralized mortgage obligations in the HTM portfolio were issued by Fannie Mae, Freddie Mac and Ginnie Mae, and contain guarantees for the collection of principal and interest on the underlying mortgages.

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Investment securities classified as HTM are those debt securities that Customers has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or changes in general economic conditions. For financial reporting purposes, these securities are reported at cost, adjusted for the amortization of premiums and accretion of discounts, computed by a method which approximates the interest method over the terms of the securities. Refer to “NOTE 5 – INVESTMENT SECURITIES” and “NOTE 13 – DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS” to Customers’ unaudited consolidated financial statements for additional information.

LOANS AND LEASES

Existing lending relationships are primarily with small and middle market businesses and individual consumers primarily in Berks County and Southeastern Pennsylvania (Bucks, Chester and Philadelphia Counties); New York (Westchester and Suffolk Counties and Manhattan); Hamilton, New Jersey; Boston, Massachusetts; Providence, Rhode Island; Portsmouth, New Hampshire; Chicago, Illinois; Dallas, Texas; Wilmington, North Carolina; and nationally for certain loan and deposit products. The portfolio of specialized lending loans and leases and mortgage finance loans is nationwide. The loan portfolio consists primarily of loans to support mortgage companies’ funding needs, multifamily, commercial real estate and commercial and industrial loans. Customers continues to focus on small and middle market business loans to grow its commercial lending efforts, particularly its commercial and industrial loan and lease portfolio and its specialized lending business. Customers also focuses its lending efforts on local-market mortgage and home equity lending and the origination and purchase of unsecured consumer loans (installment loans), including personal, student loan refinancing, home improvement and medical loans through arrangements with fintech companies and other market place lenders nationwide. Customers is transitioning its consumer installment lending strategy from a held for investment to a held for sale business to reduce its exposure to credit risk.

Commercial Lending

Customers’ commercial lending is broadly divided into the following groups: small and middle market business banking, specialized banking, multifamily and commercial real estate lending, mortgage finance, and SBA lending. This grouping is designed to allow for greater resource deployment, higher standards of risk management, strong asset quality, lower interest-rate risk and higher productivity levels.

As of June 30, 2024, Customers had $12.0 billion in commercial loans outstanding, totaling approximately 87.9% of its total loan and lease portfolio, which includes loans held for sale and loans receivable, mortgage finance, at fair value, compared to commercial loans outstanding of $11.5 billion, comprising approximately 86.8% of its total loan and lease portfolio at December 31, 2023.

The commercial lending group focuses primarily on companies with annual revenues ranging from $1 million to $100 million, which typically have credit requirements between $0.5 million and $10 million. The small and middle market business banking platform originates loans, including SBA loans, through the branch network sales force and a team of dedicated relationship managers. The support administration of this platform is centralized, including technology, risk management, product management, marketing, performance tracking and overall strategy. Credit and sales training has been established for Customers’ sales force, ensuring that it has small business experts in place providing appropriate financial solutions to the small business owners in its communities. The division approach focuses on industries that offer high asset quality and are deposit rich to drive profitability.

Customers’ specialized banking includes equipment finance, healthcare lending, real estate specialty finance, fund finance, technology and venture capital banking and financial institutions group. Customers’ lender finance vertical within fund finance provides variable rate loans secured by diverse collateral pools to private debt funds. Customers’ capital call lines vertical within fund finance provides variable rate loans secured by collateral pools and limited partnership commitments from institutional investors in private equity funds and cash management services to the alternative investment industry. Customers’ technology and venture capital banking group services the venture-backed growth industry from seed-stage through late-stage.

Customers’ mortgage finance primarily provides financing to mortgage bankers for residential mortgage originations from loan closing until sale in the secondary market. The underlying residential loans are taken as collateral for Customers’ commercial loans to the mortgage companies. As of June 30, 2024 and December 31, 2023, mortgage finance loans totaled $1.0 billion and $897.9 million, respectively, and are reported as loans receivable, mortgage finance, at fair value on the consolidated balance sheet.

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Customers’ commercial equipment financing group goes to market through the following origination platforms: vendors, intermediaries, direct and capital markets. The commercial equipment financing group is primarily focused on serving the following industries: transportation, construction (includes crane and utility), marine, franchise, general manufacturing (includes machine tool), helicopter/fixed wing, solar, packaging, plastics and food processing. As of June 30, 2024 and December 31, 2023, Customers had $614.0 million and $547.0 million, respectively, of equipment finance loans outstanding. As of June 30, 2024 and December 31, 2023, Customers had $222.2 million and $205.7 million, respectively, of equipment finance leases outstanding. As of June 30, 2024 and December 31, 2023, Customers had $198.1 million and $205.7 million, respectively, of operating leases entered into under this program, net of accumulated depreciation of $81.4 million and $77.7 million, respectively.

Customers’ multifamily lending group is focused on retaining a portfolio of high-quality multifamily loans within Customers’ covered markets. These lending activities use conservative underwriting standards and primarily target the refinancing of loans with other banks or provide purchase money for new acquisitions by borrowers. The primary collateral for these loans is a first lien mortgage on the multifamily property, plus an assignment of all leases related to such property. As of June 30, 2024, Customers had multifamily loans of $2.1 billion outstanding, comprising approximately 15.2% of the total loan and lease portfolio, compared to $2.1 billion, or approximately 16.2% of the total loan and lease portfolio, at December 31, 2023.

Consumer Lending

Customers provides unsecured consumer installment loans, residential mortgage and home equity loans to customers nationwide primarily through relationships with fintech companies. Customers has continued to build out its held for sale strategy in 2024 in which we accumulate loans with the intent to sell in the future while reducing consumer installment loans held for investment. The installment loan portfolio consists largely of originated and purchased personal, student loan refinancing, home improvement and medical loans. None of the loans held for investment are considered sub-prime at the time of origination. Customers considers sub-prime borrowers to be those with FICO scores below 660. Customers has been selective in the consumer loans it has been purchasing. Home equity lending is offered to solidify customer relationships and grow relationship revenues in the long term. This lending is important in Customers’ efforts to grow total relationship revenues for its consumer households. As of June 30, 2024, Customers had $1.6 billion in consumer loans outstanding (including consumer loans held for investment and held for sale), or 12.1% of the total loan and lease portfolio, compared to $1.7 billion, or 13.2% of the total loan and lease portfolio, as of December 31, 2023.

Purchases and sales of loans held for investment were as follows for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(amounts in thousands)	2024		2023		2024		2023
Purchases (1)
Specialized lending	$	—	$	631,252	$	—	$	631,252
Other commercial and industrial	—		4,863		7,403		10,308


Commercial real estate owner occupied	—		—		—		2,867


Residential real estate	—		—		—		4,238


Personal installment (2)	43,241		—		43,241		—

Total	$	43,241	$	636,115	$	50,644	$	648,665
Sales (3)
Specialized lending (4)	$	—	$	287,185	$	—	$	287,185
Other commercial and industrial (5)	23,708		47,358		23,708		47,358

Commercial real estate owner occupied (5)	—		18,851		—		18,851
Commercial real estate non-owner occupied	—		16,000		—		16,000





Other installment	—		154,042		—		154,042
Total	$	23,708	$	523,436	$	23,708	$	523,436

(1) Amounts reported in the above table are the unpaid principal balance at time of purchase. The purchase price was 99.5% and 85.1% of the loans’ unpaid principal balance for the three months ended June 30, 2024 and 2023, respectively. The purchase price was 99.6% and 85.5% of the loans' unpaid principal balance for the six months ended June 30, 2024 and 2023, respectively.

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(3) For the three months ended June 30, 2024 and 2023, sales of loans held for investment resulted in net losses of $0.2 million and net gains of $0.4 million, respectively, included in net gain (loss) on sale of loans in the consolidated statements of income. For the six months ended June 30, 2024 and 2023, sales of loans held for investment resulted in net losses of $0.2 million and net gains of $0.4 million, respectively.

(4) Includes a loss of $5.0 million from the sale of $670.0 million of short-term syndicated capital call lines of credit ($280.7 million of loans held for investment in unpaid principal balance and $389.3 million of unfunded loan commitments) included in the consolidated statements of income for the three and six months ended June 30, 2023.

(5) Primarily sales of SBA loans for the three and six months ended June 30, 2023.

Loans Held for Sale

The composition of loans held for sale as of June 30, 2024 and December 31, 2023 was as follows:


(amounts in thousands)	June 30, 2024		December 31, 2023







Residential mortgage loans, at fair value	$	2,684	$	1,215
Personal installment loans, at lower of cost or fair value	125,598		151,040

Other installment loans, at fair value	247,442		188,062

Total loans held for sale	$	375,724	$	340,317

Loans held for sale are reported on the consolidated balance sheet at either fair value (due to the election of the fair value option) or at the lower of cost or fair value. An ACL is not recorded on loans that are classified as held for sale.

Total Loans and Leases Receivable

The composition of total loans and leases receivable (excluding loans held for sale) was as follows:


(amounts in thousands)	June 30, 2024		December 31, 2023

Loans and leases receivable:
Commercial:
Commercial and industrial:

Specialized lending (1)	$	5,528,745	$	5,006,693
Other commercial and industrial (2)	1,212,247		1,279,147
Multifamily	2,067,332		2,138,622
Commercial real estate owner occupied	805,779		797,319
Commercial real estate non-owner occupied	1,202,606		1,177,650
Construction	163,409		166,393

Total commercial loans and leases receivable	10,980,118		10,565,824
Consumer:
Residential real estate	481,503		484,435
Manufactured housing	35,901		38,670

Installment:
Personal	474,481		555,533
Other	282,201		319,393

Total consumer loans receivable	1,274,086		1,398,031
Loans and leases receivable	12,254,204		11,963,855
Loans receivable, mortgage finance, at fair value	1,002,711		897,912
Allowance for credit losses on loans and leases	(132,436)		(135,311)
Total loans and leases receivable, net of allowance for credit losses on loans and leases (3)	$	13,124,479	$	12,726,456

(1) Includes direct finance equipment leases of $222.2 million and $205.7 million at June 30, 2024 and December 31, 2023, respectively.

(2) Includes PPP loans of $38.3 million and $74.7 million at June 30, 2024 and December 31, 2023, respectively.

(3) Includes deferred (fees) costs and unamortized (discounts) premiums, net of $(15.1) million and $(22.7) million at June 30, 2024 and December 31, 2023, respectively.

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Loans receivable, mortgage finance, at fair value

The mortgage finance product line primarily provides financing to mortgage companies nationwide from the time of origination of the underlying mortgage loans until the mortgage loans are sold into the secondary market. As a mortgage finance lender, Customers provides a form of financing to mortgage bankers by purchasing for resale the underlying residential mortgages on a short-term basis under a master repurchase agreement. These loans are reported as loans receivable, mortgage finance, at fair value on the consolidated balance sheets. Because these loans are reported at their fair value, they do not have an ACL and are therefore excluded from ACL-related disclosures. At June 30, 2024, all of Customers’ mortgage finance loans were current in terms of payment.

Customers is subject to the risks associated with such lending, including, but not limited to, the risks of fraud, bankruptcy and default of the mortgage banker or of the underlying residential borrower, any of which could result in credit losses. Customers’ mortgage finance lending team members monitor these mortgage originators by obtaining financial and other relevant information to reduce these risks during the lending period. Loans receivable, mortgage finance, at fair value totaled $1.0 billion and $897.9 million at June 30, 2024 and December 31, 2023, respectively.

Credit Risk

Customers manages credit risk by maintaining diversification in its loan and lease portfolio, establishing and enforcing prudent underwriting standards and collection efforts, and continuous and periodic loan and lease classification reviews. Management also considers the effect of credit risk on financial performance by reviewing quarterly and maintaining an adequate ACL. Credit losses are charged-off when they are identified, and provisions are added for current expected credit losses, to the ACL at least quarterly. The ACL is estimated at least quarterly.

The provision for credit losses on loans and leases was $17.9 million and $33.8 million for the three and six months ended June 30, 2024, respectively. The provision for credit losses on loans and leases was $22.4 million and $40.4 million for the three and six months ended June 30, 2023, respectively. The ACL maintained for loans and leases receivable (excluding loans held for sale and loans receivable, mortgage finance, at fair value) was $132.4 million, or 1.08% of loans and leases receivable at June 30, 2024, and $135.3 million or 1.13% of loans and leases receivable at December 31, 2023.

The decrease in the ACL resulted primarily from slight improvements in macroeconomic forecasts and a decrease in consumer installment loan balances held for investment. Net charge-offs were $18.7 million for the three months ended June 30, 2024, an increase of $3.1 million compared to the same period in 2023. Net charge-offs were $36.7 million for the six months ended June 30, 2024, an increase of $2.5 million compared to the same period in 2023. The net charge-offs for three and six months ended June 30, 2023 exclude $6.2 million of charge-offs for certain PCD loans acquired from the FDIC applied against $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of the venture banking loan portfolio on June 15, 2023. The increase in net charge-offs, excluding the charge-offs for certain PCD loans acquired from the FDIC, was primarily due to higher charge-offs for commercial and industrial loans, partially offset by a decrease in charge-offs for non-owner occupied commercial real estate loans. Refer to the tables of changes in Customers’ ACL for annualized net-charge offs to average loans by loan type for the periods indicated.

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The tables below present changes in Customers’ ACL for the periods indicated.


(amounts in thousands)	Commercial and industrial (1)(2)			Multifamily			Commercial real estate owner occupied			Commercial real estate non-owner occupied			Construction			Residential real estate			Manufactured housing			Installment			Total
Three Months Ended June 30, 2024
Ending Balance, March 31, 2024	$	23,003		$	18,307		$	10,201		$	18,320		$	1,866		$	6,707		$	4,160		$	50,732		$	133,296


Charge-offs (3)	(7,348)			(1,433)			—			—			—			—			—			(13,943)			(22,724)
Recoveries (3)	1,683			—			—			—			7			20			—			2,303			4,013
Provision (benefit) for credit losses on loans and leases	6,383			3,778			(1,770)			(354)			(17)			(843)			(66)			10,740			17,851
Ending Balance, June 30, 2024	$	23,721		$	20,652		$	8,431		$	17,966		$	1,856		$	5,884		$	4,094		$	49,832		$	132,436
Six Months Ended June 30, 2024
Ending Balance, December 31, 2023	$	23,503		$	16,343		$	9,882		$	16,859		$	1,482		$	6,586		$	4,239		$	56,417		$	135,311

Charge-offs (3)	(12,744)			(1,906)			(22)			—			—			(19)			—			(30,860)			(45,551)
Recoveries (3)	3,407			—			—			—			7			21			—			5,437			8,872
Provision (benefit) for credit losses on loans and leases	9,555			6,215			(1,429)			1,107			367			(704)			(145)			18,838			33,804
Ending Balance, June 30, 2024	$	23,721		$	20,652		$	8,431		$	17,966		$	1,856		$	5,884		$	4,094		$	49,832		$	132,436

Annualized Net Charge-offs to Average Loans and Leases
Three Months Ended June 30, 2024	(0.37)		%	(0.28)		%	—		%	—		%	0.02		%	0.02		%	—		%	(5.95)		%	(0.64)		%
Six Months Ended June 30, 2024	(0.30)		%	(0.18)		%	(0.01)		%	—		%	0.01		%	0.00		%	—		%	(6.32)		%	(0.63)		%

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(amounts in thousands)	Commercial and industrial (1)(2)			Multifamily			Commercial real estate owner occupied			Commercial real estate non-owner occupied			Construction			Residential real estate			Manufactured housing			Installment			Total
Three Months Ended June 30, 2023
Ending Balance, March 31, 2023	$	20,050		$	15,084		$	8,472		$	11,032		$	2,336		$	6,853		$	4,339		$	62,115		$	130,281
Allowance for credit losses on FDIC PCD loans, net of charge-offs (4)	2,576			—			—			—			—			—			—			—			2,576
Charge-offs (3)	(432)			(1,448)			—			(288)			—			(27)			—			(16,384)			(18,579)
Recoveries (3)	174			—			34			22			—			3			—			2,782			3,015
Provision (benefit) for credit losses on loans and leases	6,724			1,764			1,709			2,729			303			17			(1)			9,118			22,363
Ending Balance, June 30, 2023	$	29,092		$	15,400		$	10,215		$	13,495		$	2,639		$	6,846		$	4,338		$	57,631		$	139,656
Six Months Ended June 30, 2023
Ending Balance, December 31, 2022	$	17,582		$	14,541		$	6,454		$	11,219		$	1,913		$	6,094		$	4,430		$	68,691		$	130,924
Allowance for credit losses on FDIC PCD loans, net of charge-offs (4)	2,576			—			—			—			—			—			—			—			2,576
Charge-offs (3)	(592)			(1,448)			—			(4,527)			—			(27)			—			(33,099)			(39,693)
Recoveries (3)	405			—			34			27			116			5			—			4,891			5,478
Provision (benefit) for credit losses on loans and leases	9,121			2,307			3,727			6,776			610			774			(92)			17,148			40,371
Ending Balance, June 30, 2023	$	29,092		$	15,400		$	10,215		$	13,495		$	2,639		$	6,846		$	4,338		$	57,631		$	139,656

Annualized Net Charge-offs to Average Loans and Leases
Three Months Ended June 30, 2023	(0.02)		%	(0.27)		%	0.02		%	(0.09)		%	—		%	(0.02)		%	—		%	(4.46)		%	(0.48)		%
Six Months Ended June 30, 2023	(0.01)		%	(0.13)		%	0.01		%	(0.73)		%	0.13		%	(0.01)		%	—		%	(4.40)		%	(0.51)		%

(1) Includes specialized lending.

(3) Charge-offs and recoveries on PCD loans that are accounted for in pools are recognized on a net basis when the pool matures.

(4) Represents $8.7 million of allowance for credit losses on PCD loans recognized upon acquisition of a venture banking loan portfolio (included within specialized lending) from the FDIC on June 15, 2023, net of $6.2 million of charge-offs for certain of these PCD loans upon acquisition.

The ACL is based on a quarterly evaluation of the loan and lease portfolio held for investment and is maintained at a level that management considers adequate to absorb expected losses as of the balance sheet date. All commercial loans, with the exception of PPP loans and mortgage finance loans, which are reported at fair value, are assigned internal credit-risk ratings, based upon an assessment of the borrower, the structure of the transaction and the available collateral and/or guarantees. All loans and leases are monitored regularly by the responsible officer, and the risk ratings are adjusted when considered appropriate. The risk assessment allows management to identify problem loans and leases timely. Management considers a variety of factors and recognizes the inherent risk of loss that always exists in the lending process. Management uses a disciplined methodology to estimate an appropriate level of ACL. Refer to Critical Accounting Policies and Estimates herein and “NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION” to Customers’ audited consolidated financial statements in its 2023 Form 10-K for further discussion on management’s methodology for estimating the ACL.

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Customers’ commercial real estate, commercial and residential construction, consumer residential and commercial and industrial loan types have real estate as collateral (collectively, “the real estate portfolio”) primarily in the form of a first lien position. Current appraisals providing current value estimates of the property are received when Customers’ credit group determines that the facts and circumstances have significantly changed since the date of the last appraisal, including that real estate values have deteriorated. The credit committee and loan officers review loans that are 15 or more days delinquent and all non-accrual loans on a periodic basis. In addition, loans where the loan officers have identified a “borrower of interest” are discussed to determine if additional analysis is necessary to apply the risk-rating criteria properly. The risk ratings for the real estate loan portfolio are determined based upon the current information available, including but not limited to discussions with the borrower, updated financial information, economic conditions within the geographic area and other factors that may affect the cash flow of the loan. If a loan is individually evaluated for impairment, the collateral value or discounted cash flow analysis is generally used to determine the estimated fair value of the underlying collateral, net of estimated selling costs, and compared to the outstanding loan balance to determine the amount of reserve necessary, if any. Appraisals used in this evaluation process are typically less than two years aged. For loans where real estate is not the primary source of collateral, updated financial information is obtained, including accounts receivable and inventory aging reports and relevant supplemental financial data to estimate the fair value of the loan, net of estimated selling costs, and compared to the outstanding loan balance to estimate the required reserve. Customers’ exposure to higher risk commercial real estate such as the office sector is minimal, representing approximately 1% of the total loan and lease portfolio as of June 30, 2024.

These impairment measurements are inherently subjective as they require material estimates, including, among others, estimates of property values in appraisals, the amounts and timing of expected future cash flows on individual loans, and general considerations for historical loss experience, economic conditions, uncertainties in estimating losses and inherent risks in the various credit portfolios, all of which require judgment and may be susceptible to significant change over time and as a result of changing economic conditions or other factors. Pursuant to ASC 326, individually assessed loans, consisting primarily of non-accrual and restructured loans, are considered in the methodology for determining the ACL. Individually assessed loans are generally evaluated based on the expected future cash flows or the fair value of the underlying collateral if principal repayment is expected to substantially come from the operation of the collateral or fair value of the collateral less estimated costs to sell if repayment of the loan is expected to be provided from the sale of such collateral. Shortfalls in the underlying collateral value for loans or leases determined to be collateral dependent are charged off immediately. Subsequent to an appraisal or other fair value estimate, management will assess whether there was a further decline in the value of the collateral based on changes in market conditions or property use that would require additional impairment to be recorded to reflect the particular situation, thereby increasing the ACL on loans and leases held for investment.

Asset Quality

Customers classifies the loan and lease receivables by product or other characteristic generally defining a shared characteristic with other loans or leases in the same group. Charge-offs from originated and acquired loans and leases held for investment are absorbed by the ACL. The schedule that follows includes both loans held for sale and loans held for investment.

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Asset Quality at June 30, 2024


(dollars in thousands)	Total Loans and Leases		Current		30-89 Days Past Due		90 Days or More Past Due and Accruing		Non-accrual/NPL (a)		OREO and Repossessed Assets (b)		NPA (a)+(b)		NPL to Loan and Lease Type (%)		NPA to Loans and Leases + OREO and Repossessed Assets (%)
Loan and Lease Type
Commercial and industrial, including specialized lending (1)	$	6,740,992	$	6,731,771	$	3,712	$	21	$	5,488	$	—	$	5,488	0.08	%	0.08	%


Multifamily	2,067,332		2,053,330		—		—		14,002		—		14,002		0.68	%	0.68	%
Commercial real estate owner occupied	805,779		796,054		113		—		9,612		—		9,612		1.19	%	1.19	%
Commercial real estate non-owner occupied	1,202,606		1,196,470		6,074		—		62		—		62		0.01	%	0.01	%
Construction	163,409		163,409		—		—		—		—		—		—	%	—	%

Total commercial loans and leases receivable	10,980,118		10,941,034		9,899		21		29,164		—		29,164		0.27	%	0.27	%
Residential	481,503		468,288		5,036		—		8,179		—		8,179		1.70	%	1.70	%
Manufactured housing	35,901		32,387		967		500		2,047		64		2,111		5.70	%	5.87	%
Installment	756,682		738,551		12,517		—		5,614		—		5,614		0.74	%	0.74	%



Total consumer loans receivable	1,274,086		1,239,226		18,520		500		15,840		64		15,904		1.24	%	1.25	%
Loans and leases receivable	12,254,204		12,180,260		28,419		521		45,004		64		45,068		0.37	%	0.37	%
Loans receivable, mortgage finance, at fair value	1,002,711		1,002,711		—		—		—		—		—		—	%	—	%

Total loans held for sale	375,724		366,754		6,594		—		2,376		—		2,376		0.63	%	0.63	%
Total portfolio	$	13,632,639	$	13,549,725	$	35,013	$	521	$	47,380	$	64	$	47,444	0.35	%	0.35	%

Asset Quality at June 30, 2024 (continued)


(dollars in thousands)	Total Loans and Leases		Non-accrual / NPL		ACL		Reserves to Loans and Leases (%)		Reserves to NPLs (%)
Loan and Lease Type
Commercial and industrial, including specialized lending (1)	$	6,740,992	$	5,488	$	23,721	0.35	%	432.23	%


Multifamily	2,067,332		14,002		20,652		1.00	%	147.49	%
Commercial real estate owner occupied	805,779		9,612		8,431		1.05	%	87.71	%
Commercial real estate non-owner occupied	1,202,606		62		17,966		1.49	%	28977.42	%
Construction	163,409		—		1,856		1.14	%	—	%

Total commercial loans and leases receivable	10,980,118		29,164		72,626		0.66	%	249.03	%
Residential	481,503		8,179		5,884		1.22	%	71.94	%
Manufactured housing	35,901		2,047		4,094		11.40	%	200.00	%
Installment	756,682		5,614		49,832		6.59	%	887.64	%



Total consumer loans receivable	1,274,086		15,840		59,810		4.69	%	377.59	%
Loans and leases receivable	12,254,204		45,004		132,436		1.08	%	294.28	%
Loans receivable, mortgage finance, at fair value	1,002,711		—		—		—	%	—	%

Total loans held for sale	375,724		2,376		—		—	%	—	%
Total portfolio	$	13,632,639	$	47,380	$	132,436	0.97	%	279.52	%

(1) Includes PPP loans of $38.3 million within commercial and industrial, including specialized lending, and classified as current. PPP loans of $0.6 million were 30-59 days past due and $20.6 million were 60 days or more past due as of June 30, 2024. PPP loans were $74.7 million, of which $0.7 million were 30-59 days past due and $48.5 million were 60 days or more past due as of December 31, 2023. Claims for guarantee payments are submitted to the SBA for eligible PPP loans more than 60 days past due.

The total loan and lease portfolio was $13.6 billion at June 30, 2024 compared to $13.2 billion at December 31, 2023, and $47.4 million, or 0.35% of loans and leases, were non-performing at June 30, 2024 compared to $27.1 million, or 0.21% of loans and leases, at December 31, 2023. The total loan and lease portfolio was supported by an ACL of $132.4 million (279.52% of NPLs and 0.97% of total loans and leases) and $135.3 million (499.12% of NPLs and 1.02% of total loans and leases), at June 30, 2024 and December 31, 2023, respectively.

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DEPOSITS

Customers offers a variety of deposit accounts, including checking, savings, MMDA, and time deposits. Deposits are primarily obtained from Customers’ geographic service area and nationwide through our single point of contact relationship managers, our branchless digital banking products, our white label relationship, deposit brokers, listing services and other relationships.

In April 2024, Customers onboarded 10 experienced commercial and business banking teams in New York, California and Nevada to accelerate the Bank’s deposit growth potential. The new teams are expected to enhance its presence in New York City, where it has successfully operated for over seven years; reinforce its dedication to Los Angeles; add representation in Orange County, California; and bring client coverage to the communities of Reno and Las Vegas, Nevada. All newly onboarded bankers are highly respected in the commercial deposits space and augment existing expertise in private banking, treasury management, and commercial and industrial lending. They are expected to enhance the growth of the Bank’s low-cost, relationship-focused deposit portfolio, and their addition strengthens the Bank’s commitment to its single point of contact relationship-oriented service approach.

Customers Bank also provides TassatPay TM instant blockchain-based digital payments platform via CBIT TM , which allows clients to make instant payments in U.S. dollars. CBIT may only be created by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. As of June 30, 2024 and December 31, 2023, Customers Bank held $2.7 billion and $2.8 billion, respectively, of deposits from customers participating in CBIT, which are reported as deposit liabilities in the consolidated balance sheets. As of June 30, 2024, substantially all the CBIT-related deposit accounts are non-interest bearing. Each CBIT is minted with precisely one U.S. dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability in the consolidated balance sheet. The deposits from customers participating in CBIT include the omnibus deposit account established for the CBIT instant payments platform, which had an outstanding balance of $1.2 billion and $826.9 million at June 30, 2024 and December 31, 2023, respectively.

The components of deposits were as follows at the dates indicated:


(dollars in thousands)	June 30, 2024		December 31, 2023		Change		% Change
Demand, non-interest bearing	$	4,474,862	$	4,422,494	$	52,368	1.2	%
Demand, interest bearing	5,894,056		5,580,527		313,529		5.6	%
Savings, including MMDA	5,113,476		4,629,336		484,140		10.5	%
Non-time deposits	15,482,394		14,632,357		850,037		5.8	%


Time deposits	2,195,699		3,287,879		(1,092,180)		(33.2)	%
Total deposits	$	17,678,093	$	17,920,236	$	(242,143)	(1.4)	%

Total deposits were $17.7 billion at June 30, 2024, a decrease of $242.1 million, or 1.4%, from $17.9 billion at December 31, 2023. The decrease in total deposits was primarily due to a decrease in time deposits of $1.1 billion, or 33.2%, to $2.2 billion at June 30, 2024, from $3.3 billion at December 31, 2023. The decrease was partially offset by increases in savings, including MMDA of $484.1 million, or 10.5%, to $5.1 billion at June 30, 2024, from $4.6 billion at December 31, 2023, interest bearing demand deposits of $313.5 million, or 5.6%, to $5.9 billion at June 30, 2024, from $5.6 billion at December 31, 2023 and non-interest bearing demand deposits of $52.4 million, or 1.2%, to $4.5 billion at June 30, 2024 from $4.4 billion at December 31, 2023.

The total amount of estimated uninsured deposits totaled $6.0 billion and $5.4 billion at June 30, 2024 and December 31, 2023, respectively. Time deposits greater than the FDIC limit of $250,000 totaled $501.2 million and $186.3 million at June 30, 2024 and December 31, 2023, respectively.

At June 30, 2024 and December 31, 2023, the Bank had $1.3 billion and $1.1 billion in deposits, respectively, to which it had pledged $1.4 billion and $1.1 billion of available borrowing capacity through the FHLB to the depositors through a standby letter of credit arrangement, respectively.

FHLB ADVANCES AND OTHER BORROWINGS

Borrowed funds from various sources are generally used to supplement deposit growth and meet other operating needs. Customers’ borrowings include short-term and long-term advances from the FHLB, FRB, federal funds purchased, senior unsecured notes and subordinated debt. Subordinated debt is also considered as Tier 2 capital for certain regulatory calculations.

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Short-term debt

There were no short-term debt outstanding at June 30, 2024 and December 31, 2023.

Long-term debt

FHLB and FRB Advances

Long-term FHLB and FRB advances at June 30, 2024 and December 31, 2023 were as follows:


	June 30, 2024				December 31, 2023
(dollars in thousands)	Amount		Rate		Amount		Rate
FHLB advances (1)(2)	$	1,018,349	4.19	%	$	1,203,207	3.91	%

Total long-term FHLB and FRB advances	$	1,018,349			$	1,203,207

(1) Amounts reported in the above table include fixed rate long-term advances from FHLB of $950.0 million with maturities ranging from March 2025 to March 2028, and variable rate long-term advances from FHLB of $75.0 million with maturities ranging from March 2029 to June 2029 with a returnable option that can be repaid without penalty on certain predetermined dates at Customers Bank's option, at June 30, 2024.

(2) Includes $(6.7) million and $3.2 million of unamortized basis adjustments from interest rate swaps designated as fair value hedges of long-term advances from FHLB at June 30, 2024 and December 31, 2023, respectively. Refer to “NOTE 14 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES” to Customers’ unaudited consolidated financial statements for additional information.

The maximum borrowing capacity with the FHLB and FRB at June 30, 2024 and December 31, 2023 was as follows:


(dollars in thousands)	June 30, 2024		December 31, 2023
Total maximum borrowing capacity with the FHLB	$	3,345,182	$	3,474,347
Total maximum borrowing capacity with the FRB	4,283,486		3,436,000
Qualifying loans and securities serving as collateral against FHLB and FRB advances	9,481,379		8,575,137

Senior Notes and Subordinated Debt

Long-term senior notes and subordinated debt at June 30, 2024 and December 31, 2023 were as follows:


		June 30, 2024		December 31, 2023
(dollars in thousands)
Issued by	Ranking	Carrying Amount		Carrying Amount		Rate		Issued Amount		Date Issued	Maturity	Price
Customers Bancorp	Senior (1)	$	98,998	$	98,928	2.875	%	$	100,000	August 2021	August 2031	100.000	%
Customers Bancorp	Senior	24,972		24,912		4.500	%	25,000		September 2019	September 2024	100.000	%


Total other borrowings		$	123,970	$	123,840

Customers Bancorp	Subordinated (2)(3)	$	72,857	$	72,766	5.375	%	$	74,750	December 2019	December 2034	100.000	%
Customers Bank	Subordinated (2)(4)	109,513		109,464		6.125	%	110,000		June 2014	June 2029	100.000	%
Total subordinated debt		$	182,370	$	182,230

(1) The senior notes will bear an annual fixed rate of 2.875% until August 15, 2026. From August 15, 2026 until maturity, the notes will bear an annual interest rate equal to a benchmark rate, which is expected to be the three-month term SOFR, plus 235 basis points. Customers Bancorp has the ability to call the senior notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after August 15, 2026.

(2) The subordinated notes qualify as Tier 2 capital for regulatory capital purposes.

(3) Customers Bancorp has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after December 30, 2029.

(4) The subordinated notes had an annual fixed rate of 6.125% until June 26, 2024. From June 26, 2024 until maturity, the notes bear an annual interest rate equal to the three-month LIBOR plus 344.3 basis points. Pursuant to the Adjustable Interest Rate (LIBOR) Act enacted by Congress on March 15, 2022, Customers substituted three-month term SOFR plus a tenor spread adjustment of 26.161 basis points for three-month LIBOR as the benchmark reference rate in order to calculate the annual interest rate after June 26, 2024. Customers Bank has the ability to call the subordinated notes, in whole, or in part, at a redemption price equal to 100% of the principal balance at certain times on or after June 26, 2024.

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SHAREHOLDERS’ EQUITY

The components of shareholders' equity were as follows at the dates indicated:


(dollars in thousands)	June 30, 2024		December 31, 2023		Change		% Change
Preferred stock	$	137,794	$	137,794	$	—	—	%
Common stock	35,686		35,459		227		0.6	%
Additional paid in capital	567,345		564,538		2,807		0.5	%
Retained earnings	1,259,808		1,159,582		100,226		8.6	%
Accumulated other comprehensive income (loss), net	(131,358)		(136,569)		5,211		(3.8)	%
Treasury stock	(122,410)		(122,410)		—		—	%
Total shareholders' equity	$	1,746,865	$	1,638,394	$	108,471	6.6	%

Shareholders’ equity increased $108.5 million, or 6.6%, to $1.7 billion at June 30, 2024 when compared to shareholders’ equity of $1.6 billion at December 31, 2023. The increase primarily resulted from increases of $100.2 million in retained earnings and $5.2 million in accumulated other comprehensive income (loss), net.

The increases in common stock and additional paid in capital resulted primarily from the issuance of common stock under share-based compensation arrangements for the six months ended June 30, 2024.

The increase in retained earnings resulted from net income of $107.8 million, partially offset by preferred stock dividends of $7.6 million for the six months ended June 30, 2024.

The increase in accumulated other comprehensive income (loss), net primarily resulted from a decrease of $3.6 million in unrealized losses on AFS debt securities due to changes in interest rates and credit spreads and income tax effect of $0.9 million during the six months ended June 30, 2024.

On June 26, 2024, the Board of Directors of Customers Bancorp authorized a new common stock repurchase program, the 2024 Share Repurchase Program, to repurchase up to 497,509 shares of the Company’s common stock. The Company’s previously authorized common stock repurchase program, the Share Repurchase Program, authorized on August 25, 2021, subsequently expired on September 27, 2023. At expiration, the Share Repurchase Program had 497,509 shares that had not been repurchased. Customers Bancorp did not purchase any shares of its common stock under the 2024 Share Repurchase Program during the six months ended June 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity for a financial institution is a measure of that institution’s ability to meet depositors’ needs for funds, to satisfy or fund loan and lease commitments and for other operating purposes. Ensuring adequate liquidity is an objective of the asset/liability management process. Customers coordinates its management of liquidity with its interest rate sensitivity and capital position, and strives to maintain a strong liquidity position that is sufficient to meet Customers’ short-term and long-term needs, commitments and contractual obligations.

Customers is involved with financial instruments and other commitments with off-balance sheet risks. Financial instruments with off-balance sheet risks are incurred in the normal course of business to meet the financing needs of the Bank’s customers. These financial instruments include commitments to extend credit, including unused portions of lines of credit, and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the consolidated balance sheet.

With commitments to extend credit, exposure to credit loss in the event of non-performance by the other party to the financial instrument is represented by the contractual amount of those instruments. The same credit policies are used in making commitments and conditional obligations as for on-balance sheet instruments. Because they involve credit risk similar to extending a loan and lease, these financial instruments are subject to the Bank’s credit policy and other underwriting standards.

Customers recognized a provision for credit losses on unfunded lending-related commitments of $1.6 million and $2.0 million during the three and six months ended June 30, 2024, respectively, resulting in an ACL of $4.9 million as of June 30, 2024. Customers had an ACL on unfunded lending-related commitments of $2.9 million as of December 31, 2023.

Customers’ contractual obligations and other commitments representing required and potential cash outflows include operating leases, demand deposits, time deposits, long-term advances from FHLB, unsecured senior notes, subordinated debt, loan and other commitments as of June 30, 2024. Refer to “NOTE 8 – LEASES”, “NOTE 9 – DEPOSITS” and “NOTE 10 – BORROWINGS” to Customers’ unaudited consolidated financial statements for additional information.

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At June 30, 2024, Customers had $3.0 billion of cash on hand and $3.5 billion of investment securities. Customers’ investment portfolio, including debt securities available for sale and held to maturity provides periodic cash flows through regular maturities and amortization and can be used as collateral to secure additional funding. We maintain a strong liquidity position, with approximately $8.3 billion of liquidity immediately available consisting of cash on hand and available borrowing capacity from the FHLB and the FRB, which covered approximately 138% of uninsured deposits and approximately 182% of uninsured deposits less collateralized and affiliate deposits at June 30, 2024. Our loan to deposit ratio was 77% at June 30, 2024. Customers’ principal sources of funds are deposits, borrowings, principal and interest payments on loans and leases, other funds from operations, and proceeds from common and preferred stock issuances. Borrowing arrangements are maintained with the FHLB and the FRB to meet short-term liquidity needs. Longer-term borrowing arrangements are also maintained with the FHLB and the FRB. As of June 30, 2024, Customers’ borrowing capacity with the FHLB was $3.3 billion, of which $1.0 billion was utilized in borrowings and $1.4 billion of available capacity was utilized to collateralize deposits. As of December 31, 2023, Customers’ borrowing capacity with the FHLB was $3.5 billion, of which $1.2 billion was utilized in borrowings and $1.1 billion of available capacity was utilized to collateralize deposits. As of June 30, 2024 and December 31, 2023, Customers’ borrowing capacity with the FRB was $4.3 billion and $3.4 billion, respectively. None of this capacity was utilized as of June 30, 2024 and December 31, 2023.

Customers Bank provides blockchain-based digital payments via CBIT, which allows clients to make instant payments in U.S. dollars. CBIT may only be created or minted by, transferred to and redeemed by commercial customers of Customers Bank on the instant B2B payments platform by maintaining U.S. dollars in deposit accounts at Customers Bank. CBIT is not listed or traded on any digital currency exchange. As of June 30, 2024 and December 31, 2023, Customers Bank held $2.7 billion and $2.8 billion, respectively, of deposits from customers participating in CBIT, which are reported as deposit liabilities in the consolidated balance sheets. As of June 30, 2024, substantially all the CBIT-related deposit accounts are non-interest bearing.

The CBIT instant payments platform provides a closed-system for intrabank commercial transactions and is not intended to be a trading platform for tokens or digital assets. CBIT tokens are used only in connection with the CBIT instant payments platform and are not securities for purposes of applicable securities laws. There are no scenarios in which the transaction or redemption value of one CBIT would not be equal to one U.S. dollar. Each CBIT is minted with precisely one U.S. dollar equivalent, and those dollars are held in a non-interest bearing omnibus deposit account until the CBIT is burned or redeemed. The number of CBIT outstanding in the CBIT instant payments platform is always equal to the U.S. dollars held in the omnibus deposit account at Customers Bank and is reported as a deposit liability in the consolidated balance sheet. The deposits from customers participating in CBIT include the omnibus deposit account, which had an outstanding balance of $1.2 billion and $826.9 million at June 30, 2024 and December 31, 2023, respectively.

The table below summarizes Customers’ cash flows for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30,
(dollars in thousands)	2024		2023		Change		% Change
Net cash provided by (used in) operating activities	$	(12,743)	$	107,005	$	(119,748)	(111.9)	%
Net cash provided by (used in) investing activities	(358,319)		1,600,106		(1,958,425)		(122.4)	%
Net cash provided by (used in) financing activities	(426,697)		992,307		(1,419,004)		(143.0)	%
Net increase (decrease) in cash and cash equivalents	$	(797,759)	$	2,699,418	$	(3,497,177)	(129.6)	%

Cash flows provided by (used in) operating activities

Cash used in operating activities of $12.7 million for the six months ended June 30, 2024 resulted from originations and purchases of loans held for sale of $694.8 million, a decrease in accrued interest payable and other liabilities of $54.7 million and an increase in accrued interest receivable and other assets of $43.9 million, partially offset by proceeds from the sales and repayments of loans held for sale of $655.7 million, net income of $107.8 million net non-cash operating adjustments of $17.2 million.

Cash provided by operating activities of $107.0 million for the six months ended June 30, 2023 resulted from proceeds from the sales and repayments of loans held for sale of $313.7 million, which included cash proceeds from the sales of consumer installment loans that were classified as held for sale to third-party sponsored VIEs during the six months ended June 30, 2023, net income of $101.3 million, an increase in accrued interest payable and other liabilities of $38.5 million and net non-cash operating adjustments of $34.0 million, partially offset by originations and purchases of loans held for sale of $309.6 million and an increase in accrued interest receivable and other assets of $70.8 million. Refer to “NOTE 5 – INVESTMENT SECURITIES” to Customers’ unaudited consolidated financial statements for additional information on the sale of consumer installment loans held for sale to third-party sponsored VIEs.

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Cash flows provided by (used in) investing activities

Cash used in investing activities of $358.3 million for the six months ended June 30, 2024 primarily resulted from purchases of investment securities available for sale of $599.3 million, net increase in loans and leases, excluding mortgage finance loans of $276.2 million, net origination of mortgage finance loans of $108.3 million, purchases of loans of $50.6 million and purchases of leased assets under lessor operating leases of $19.6 million, partially offset by proceeds from maturities, calls, and principal repayments of investment securities available for sale of $259.7 million and held to maturity of $142.8 million, proceeds from sales of investment securities available for sale of $240.7 million, proceeds from sales of loans and leases of $23.7 million, net proceeds from sale of FHLB, Federal Reserve Bank, and other restricted stock of $18.3 million and proceeds from sales of leased assets under lessor operating leases of $13.7 million.

Cash provided by investing activities of $1.6 billion for the six months ended June 30, 2023 primarily resulted from a net decrease in loans and leases, excluding mortgage finance loans of $1.3 billion primarily from PPP loan forgiveness and guarantee payments by the SBA, proceeds from the sales of loans and leases of $397.1 million including the sales of capital call lines of credit held for investment, proceeds from net repayments of mortgage finance loans of $347.2 million, proceeds from maturities, calls, and principal repayments of investment securities available for sale of $156.3 million and held to maturity of $94.3 million and proceeds from surrenders of BOLI of $55.2 million, partially offset by purchases of loans of $600.7 million including loans purchased from the FDIC, purchases of investment securities held to maturity of $73.1 million, net purchases of FHLB, Federal Reserve Bank, and other restricted stock of $52.0 million, and purchases of leased asset under lessor operating leases of $14.9 million.

Cash flows provided by (used in) financing activities

Cash used in financing activities of $426.7 million for the six months ended June 30, 2024 primarily resulted from repayments of long-term borrowed funds from the FHLB and the FRB of $250.0 million and a net decrease in deposits of $239.8 million, partially offset by proceeds from long-term borrowed funds from the FHLB and the FRB of $75.0 million.

Cash provided by financing activities of $992.3 million for the six months ended June 30, 2023 primarily resulted from proceeds from long-term borrowed funds from the FHLB and the FRB of $2.6 billion, partially offset by repayments of long-term borrowed funds from the FHLB and the FRB of $1.0 billion, a net decrease in short-term borrowed funds from the FHLB of $300.0 million, a net decrease in deposits of $208.7 million and purchases of treasury stock of $39.8 million.

CAPITAL ADEQUACY

The Bank and the Bancorp are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on Customers’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank and the Bancorp must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items, as calculated under the regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

In first quarter 2020, the U.S federal banking regulatory agencies permitted banking organizations to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 31, 2020, the U.S. federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows banking organizations to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. Customers has elected to adopt the interim final rule, which is reflected in the regulatory capital data presented below. The cumulative CECL capital transition impact as of December 31, 2021 which amounted to $61.6 million will be phased in at 25% per year beginning on January 1, 2022 through December 31, 2024. As of June 30, 2024, our regulatory capital ratios reflected 25%, or $15.4 million, benefit associated with the CECL transition provisions.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Bancorp to maintain minimum amounts and ratios (set forth in the following table) of common equity Tier 1, Tier 1, and total capital to risk-weighted assets, and Tier 1 capital to average assets (as defined in the regulations). At June 30, 2024 and December 31, 2023, the Bank and the Bancorp met all capital adequacy requirements to which they were subject.

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Generally, to comply with the regulatory definition of adequately capitalized, or well capitalized, respectively, or to comply with the Basel III capital requirements, an institution must at least maintain the common equity Tier 1, Tier 1, and total risk-based capital ratios and the Tier 1 leverage ratio in excess of the related minimum ratios set forth in the following table:


					Minimum Capital Levels to be Classified as:
	Actual				Adequately Capitalized				Well Capitalized				Basel III Compliant
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2024:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,750,538	12.786	%	$	616,080	4.500	%	N/A		N/A		$	958,346	7.000	%
Customers Bank	$	1,937,780	14.169	%	$	615,428	4.500	%	$	888,952	6.500	%	$	957,333	7.000	%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,888,331	13.793	%	$	821,439	6.000	%	N/A		N/A		$	1,163,706	8.500	%
Customers Bank	$	1,937,780	14.169	%	$	820,571	6.000	%	$	1,094,095	8.000	%	$	1,162,476	8.500	%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	2,162,965	15.799	%	$	1,095,252	8.000	%	N/A		N/A		$	1,437,519	10.500	%
Customers Bank	$	2,139,557	15.644	%	$	1,094,095	8.000	%	$	1,367,619	10.000	%	$	1,436,000	10.500	%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.	$	1,888,331	8.916	%	$	847,136	4.000	%	N/A		N/A		$	847,136	4.000	%
Customers Bank	$	1,937,780	9.160	%	$	846,161	4.000	%	$	1,057,701	5.000	%	$	846,161	4.000	%
As of December 31, 2023:
Common equity Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,661,149	12.230	%	$	611,200	4.500	%	N/A		N/A		$	950,755	7.000	%
Customers Bank	$	1,868,360	13.773	%	$	610,453	4.500	%	$	881,765	6.500	%	$	949,594	7.000	%
Tier 1 capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	1,798,942	13.245	%	$	814,933	6.000	%	N/A		N/A		$	1,154,489	8.500	%
Customers Bank	$	1,868,360	13.773	%	$	813,937	6.000	%	$	1,085,250	8.000	%	$	1,153,078	8.500	%
Total capital (to risk-weighted assets)
Customers Bancorp, Inc.	$	2,076,550	15.289	%	$	1,086,578	8.000	%	N/A		N/A		$	1,426,133	10.500	%
Customers Bank	$	2,073,202	15.283	%	$	1,085,250	8.000	%	$	1,356,562	10.000	%	$	1,424,390	10.500	%
Tier 1 capital (to average assets)
Customers Bancorp, Inc.	$	1,798,942	8.375	%	$	859,189	4.000	%	N/A		N/A		$	859,189	4.000	%
Customers Bank	$	1,868,360	8.708	%	$	858,225	4.000	%	$	1,072,782	5.000	%	$	858,225	4.000	%

The Basel III Capital Rules require that we maintain a 2.500% capital conservation buffer with respect to each of common equity Tier 1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. As of June 30, 2024, the Bank and the Bancorp were in compliance with the Basel III requirements.

Effect of Government Monetary Policies

Our earnings are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans and leases, investments, and deposits, and their use may also affect rates charged on loans and leases or paid for deposits.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

The largest part of Customers’ net income is net interest income, and the majority of its financial instruments are interest rate sensitive assets and liabilities with various term structures and maturities. One of the primary goals of management is to optimize net interest income while minimizing interest rate risk. Interest rate risk is derived from timing differences in the repricing of assets and liabilities, loan prepayments, deposit withdrawals and differences in lending and funding rates. Customers’ asset/liability committee actively looks to monitor and control the economic impact of changes in interest rates on the mix of interest rate sensitive assets and interest rate sensitive liabilities.

Customers uses two complementary methods to effectively measure and manage interest rate risk. The two types of simulation analysis used to determine the impact of changes in interest rates under various hypothetical interest rate scenarios are income scenario modeling and estimates of economic value (EVE). The combination of these two methods supplies a reasonably comprehensive summary of the levels of interest rate risk of Customers’ exposure to time factors and changes in interest rate environments.

Income scenario modeling is used to measure interest rate sensitivity and manage interest rate risk over a near term horizon. Income scenario considers not only the impact of changing market interest rates upon forecasted net interest income but also other factors such as yield curve relationships, the volume and mix of assets and liabilities, customer preferences and general market conditions.

Through the use of income scenario modeling, Customers has estimated the net interest income for the twelve months ending June 30, 2025 and December 31, 2024, based upon the assets, liabilities and off-balance sheet financial instruments including derivatives in existence at June 30, 2024 and December 31, 2023.

Customers has also estimated changes to that projected twelve-month net interest income based upon interest rates rising or falling immediately (“rate shocks”). For upward rate shocks modeling a rising rate environment at June 30, 2024 and December 31, 2023, Customers used a parallel and sustained shift in interest rates, in which the base market interest rate forecast was immediately increased by 100, 200, and 300 basis points. For downward rate shocks modeling a falling rate environment at June 30, 2024 and December 31, 2023, Customers used a parallel and sustained shift in interest rates, in which the base market interest rate forecast was immediately decreased by 100, 200 and 300 basis points. The following table reflects the estimated percentage change in projected twelve-month net interest income under the rate shocks versus the base projected net interest income for the twelve months ending June 30, 2025 and December 31, 2024, resulting from changes in interest rates.

Net change in net interest income


	% Change
Rate Shocks	June 30, 2024	December 31, 2023
Up 3%	5.3%	9.9%
Up 2%	3.5%	6.6%
Up 1%	1.6%	3.6%
Down 1%	(2.5)%	(3.5)%
Down 2%	(5.6)%	(7.2)%
Down 3%	(8.9)%	(11.2)%

EVE considers a longer-term horizon and estimates the hypothetical discounted net present value of asset and liability cash flows. Discount rates are based upon market prices for comparable assets and liabilities. Upward and downward rate shocks are used to measure sensitivity of EVE in relation to a constant rate environment. For upward rate shocks modeling a rising rate environment at June 30, 2024 and December 31, 2023, current market interest rates were shocked by a parallel and sustained shift in interest rates, in which the base market interest rate forecast was immediately increased by 100, 200, and 300 basis points. For downward rate shocks modeling a falling rate environment at June 30, 2024 and December 31, 2023, current market interest rates were shocked by a parallel and sustained shift in interest rates, in which the base market interest rate forecast was immediately decreased by 100, 200 and 300 basis points. This method of measurement primarily evaluates the longer term repricing risks and embedded options in Customers Bank’s balance sheet. The following table reflects the estimated change in EVE at June 30, 2024 and December 31, 2023, resulting from shocks to interest rates.

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	From Base
Rate Shocks	June 30, 2024	December 31, 2023
Up 3%	(8.3)%	(6.2)%
Up 2%	(3.1)%	(3.0)%
Up 1%	(0.3)%	0.3%
Down 1%	(3.4)%	(5.4)%
Down 2%	(9.3)%	(13.2)%
Down 3%	(17.8)%	(23.1)%

Management believes that the assumptions and combination of methods used in evaluating interest rate risk are reasonable. However, the interest rate sensitivity of our assets, liabilities and off-balance sheet financial instruments, as well as the estimated effect of changes in interest rates on estimated net interest income, could vary substantially if different assumptions are used or actual experience differs from the assumptions used in the model.

Item 4. Controls and Procedures

(a) Management’s Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, Customers Bancorp carried out an evaluation, under the supervision and with the participation of Customers Bancorp’s management, including Customers Bancorp’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Customers Bancorp’s disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Customers Bancorp’s disclosure controls and procedures were effective as of June 30, 2024.

(b) Changes in Internal Control Over Financial Reporting. During the quarter ended June 30, 2024, there have been no changes in Customers Bancorp’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Customers Bancorp’s internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

For information on Customers’ legal proceedings, refer to “NOTE 15 – LOSS CONTINGENCIES” to the unaudited consolidated financial statements.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in “Risk Factors” included within the 2023 Form 10-K and subsequently filed quarterly report on Form 10-Q. There are no material changes from the risk factors included within the 2023 Form 10-K and subsequently filed quarterly report on Form 10-Q, except as further discussed below. The risks described within the 2023 Form 10-K and subsequently filed quarterly report on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Refer to “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cautionary Note Regarding Forward-Looking Statements.”

Significantly heightened regulatory and supervisory expectations and scrutiny in the U.S. have increased our compliance, regulatory and other risks and costs and subject us to legal and regulatory examinations, investigations and enforcement actions.

The regulatory and political environment has generally been challenging for U.S. financial institutions, which have been subject to increased regulatory scrutiny, including in the wake of the failures of several regional banks and other banking stresses in the first half of 2023. The general heightened scrutiny and expectations from regulators could lead to a more stringent regulatory posture by the regulators, investigations and other inquiries, as well as remediation requirements, regulatory and operational restrictions, more regulatory or other enforcement proceedings, civil litigation and substantial compliance, regulatory and other risks and costs. Customers’ regulators have broad powers and discretion under their supervisory authority. A failure to comply with regulators’ expectations and requirements, even if inadvertent, or to resolve any identified deficiencies in a timely and sufficiently satisfactory manner to regulators, could result in increased regulatory oversight; material restrictions, including, among others, imposition of limitations on capital distributions or other business activities or operations; enforcement proceedings; penalties; and fines. Responding to regulatory inquiries and proceedings can be time consuming and costly and divert management attention from Customers’ other business activities. As a result of these regulatory efforts and pressures, like many other financial institutions, from time to time, Customers is subject to public and non-public written agreements, cease and desist orders, consent orders, memoranda of understanding or other enforcement or supervisory actions by its regulators.

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

Issuer Purchases of Equity Securities

On June 26, 2024, the Board of Directors of Customers Bancorp authorized a new common stock repurchase program, the 2024 Share Repurchase Program, to repurchase up to 497,509 shares of the Company’s common stock. The term of the 2024 Share Repurchase Program will extend for one year from June 26, 2024, unless earlier terminated. Purchases of shares under the 2024 Share Repurchase Program may be executed through open market purchases, privately negotiated transactions, through the use of Rule 10b5-1 plans, or otherwise. The exact number of shares, timing for such purchases, and the price and terms at and on which such purchases are to be made will be at the discretion of the Company and will comply with all applicable regulatory limitations. The common shares repurchased during the three months ended June 30, 2024 pursuant to the 2024 Share Repurchase Program were as follows:



Period	Total Number of Shares Purchased	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



April 1 - April 30, 2024	—	$	—	—	—
May 1 - May 31, 2024	—	—		—	—
June 1 - June 30, 2024	—	—		—	497,509






Total	—	$	—	—	497,509

Dividends on Common Stock

Customers Bancorp historically has not paid any cash dividends on its shares of common stock and does not expect to do so in the foreseeable future.

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Any future determination relating to our dividend policy will be made at the discretion of Customers Bancorp’s Board of Directors and will depend on a number of factors, including earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, ability to service any equity or debt obligations senior to our common stock, including obligations to pay dividends to the holders of Customers Bancorp’s issued and outstanding shares of preferred stock and other factors deemed relevant by the Board of Directors.

In addition, as a bank holding company, Customers Bancorp is subject to general regulatory restrictions on the payment of cash dividends. Federal bank regulatory agencies have the authority to prohibit bank holding companies from engaging in unsafe or unsound practices in conducting their business, which, depending on the financial condition and liquidity of the holding company at the time, could include the payment of dividends. Further, various federal and state statutory provisions limit the amount of dividends that bank subsidiaries can pay to their parent holding company without regulatory approval. Generally, subsidiaries are prohibited from paying dividends when doing so would cause them to fall below the regulatory minimum capital levels, and limits exist on paying dividends in excess of net income for specified periods.

Beginning January 1, 2015, the ability to pay dividends and the amounts that can be paid will be limited to the extent the Bank’s capital ratios do not exceed the minimum required levels plus 250 basis points, as these requirements were phased in through January 1, 2019.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the second quarter of 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408(a) of Regulation S-K.

On August 5, 2024, Customers (i) entered into a written agreement with the FRB (“Written Agreement”) and (ii) agreed to the issuance of a consent order by the Commonwealth of Pennsylvania, Department of Banking and Securities, Bureau of Bank Supervision (“Consent Order”). The Written Agreement and Consent Order relate principally to aspects of compliance risk management, including risk management practices governing digital asset-related services; oversight by the Board of Directors of Customers Bancorp and the Bank; compliance with anti-money laundering regulations under the Bank Secrecy Act; and compliance with the regulations of the Office of Foreign Assets Control. The Board of Directors and management of Customers Bancorp and the Bank have already begun to take steps to address the issues identified in the Written Agreement and Consent Order and are committed to ensuring that all of the requirements of the Written Agreement and Consent Order are met.

The foregoing summary of the Written Agreement and Consent Order is not complete and is qualified in its entirety by reference to the full text of these documents, which are attached as Exhibit 10.2 and Exhibit 10.3, respectively, to this quarterly report, and are incorporated herein by reference.

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Item 6. Exhibits


Exhibit No.						Description

3.1						Amended and Restated Articles of Incorporation of Customers Bancorp, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on April 30, 2012

3.2						Amended and Restated Bylaws of Customers Bancorp, incorporated by reference to Exhibit 3.2 to the Customers Bancorp Form 8-K filed with the SEC on April 30, 2012

3.3						Articles of Amendment to the Amended and Restated Articles of Incorporation of Customers Bancorp, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on July 2, 2012

3.4						Articles of Amendment to the Amended and Restated Articles of Incorporation of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.1 to the Customers Bancorp’s Form 8-K filed with the SEC on June 3, 2019

3.5						Amendment to Amended and Restated Bylaws of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.1 to the Customers Bancorp’s Form 8-K filed with the SEC on June 19, 2019

3. 6						Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on April 28, 2016

3. 7						Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on September 16, 2016



























































10.1						Third Amendment to Customers Bancorp, Inc. 2019 Stock Incentive Plan, incorporated by reference to Appendix B to the Customers Bancorp Proxy Statement on Schedule 14A with the SEC on April 1 7 , 202 4

10.2						Written Agreement by and among Custom ers Bancorp , Inc., Customers Bank and Federal Reserve Bank of Philad elphia on August 5, 2024

10.3						Consent Orde r by the Commonwealth of Pennsylvania, Department of Banking and Securities, Bureau of Bank Supervision on August 5, 2024

31.1						Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule15d-14(a)

31.2						Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule15d-14(a)

32.1						Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2						Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101						The following financial statements from the Customers’ Quarterly Report on Form 10-Q as of and for the quarterly period ended June 30, 2024, formatted in Inline XBRL include: (i) Consolidated Balance Sheets , (ii) Consolidated Statements of Income , (iii) Consolidated Statements of Comprehensive Income , (iv) Consolidated Statements of Changes in Shareholders' Equity , (v) Consolidated Statements of Cash Flows , and (vi) the Notes to the Consolidated Financial Statements .

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

101.SCH						XBRL Taxonomy Extension Schema Document.

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						XBRL Taxonomy Extension Definitions Linkbase Document.

101.LAB						XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document.

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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 thereunto duly authorized.


	Customers Bancorp, Inc.

August 8, 2024	By:	/s/ Jay S. Sidhu
	Name:	Jay S. Sidhu
	Title:	Chairman and Chief Executive Officer (Principal Executive Officer)



August 8, 2024	By:	/s/ Philip Watkins
	Name:	Philip Watkins
	Title:	Chief Financial Officer (Principal Financial Officer)

TABLE OF CONTENTS

Note 1 Description Of The Business Note 2 Significant Accounting Policies and Basis Of Presentation Note 3 Earnings (loss) Per Share Note 4 Changes in Accumulated Other Comprehensive Income (loss) By Component Note 5 Investment Securities Note 6 Loans Held For Sale Note 7 Loans and Leases Receivable and Allowance For Credit Losses on Loans and Leases Note 8 Leases Note 9 Deposits Note 10 - Borrowings Note 11 Shareholders Equity Note 12 Regulatory Capital Note 13 Disclosures About Fair Value Of Financial Instruments Note 14 Derivative Instruments and Hedging Activities Note 15 Loss Contingencies Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Amended and Restated Articles of Incorporation of Customers Bancorp, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on April 30, 2012 3.2 Amended and Restated Bylaws of Customers Bancorp, incorporated by reference to Exhibit 3.2 to the Customers Bancorp Form 8-K filed with the SEC on April 30, 2012 3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of Customers Bancorp, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on July 2, 2012 3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.1 to the Customers Bancorps Form 8-K filed with the SEC on June 3, 2019 3.5 Amendment to Amended and Restated Bylaws of Customers Bancorp, Inc., incorporated by reference to Exhibit 3.1 to the Customers Bancorps Form 8-K filed with the SEC on June 19, 2019 3.6 Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on April 28, 2016 3.7 Statement with Respect to Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, incorporated by reference to Exhibit 3.1 to the Customers Bancorp Form 8-K filed with the SEC on September 16, 2016 10.1 ThirdAmendment to Customers Bancorp, Inc. 2019 Stock Incentive Plan, incorporated by reference to Appendix B to the Customers Bancorp Proxy Statement on Schedule 14A with the SEC on April 17, 2024 10.2 Written Agreement by and among Customers Bancorp, Inc., Customers Bank and Federal Reserve Bank of Philadelphia on August 5, 2024 10.3 Consent Orderby theCommonwealth of Pennsylvania, Department of Banking and Securities, Bureau of Bank Supervisionon August 5, 2024 31.1 Certification of the Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule15d-14(a) 31.2 Certification of the Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a) or Rule15d-14(a) 32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

CUBI 10-Q Quarter ended June 30, 2024

Exhibits