GBCI 10-Q Quarterly Report Sept. 30, 2022 | Alphaminr
GLACIER BANCORP, INC.
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GBCI 10-Q Quarter ended Sept. 30, 2022

Balance Sheet
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Debt
GLACIER BANCORP, INC.
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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 September 30, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________
Commission file number 000-18911
____________________________________________________________
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________________
Montana 81-0519541
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
49 Commons Loop Kalispell, Montana 59901
(Address of principal executive offices) (Zip Code)
(406) 756-4200
(Registrant’s telephone number, including area code)
____________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value GBCI The New York Stock Exchange
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 ☐ 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 ☐ 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
The number of shares of Registrant’s common stock outstanding on October 18, 2022 was 110,766,954 . No preferred shares are issued or outstanding.



TABLE OF CONTENTS

Page
Part I. Financial Information
Item 1 – Financial Statements




ABBREVIATIONS/ACRONYMS

ACL or allowance – allowance for credit losses
ALCO – Asset Liability Committee
Alta - Altabancorp, and its subsidiary, Altabank
ASC – Accounting Standards Codification TM
ASU – Accounting Standards Update
ATM – automated teller machine
Bank – Glacier Bank
CARES Act – Coronavirus Aid, Relief, and Economic Security Act
CDE – Certified Development Entity
CDFI Fund – Community Development Financial Institutions Fund
CECL – current expected credit losses
CEO – Chief Executive Officer
CFO – Chief Financial Officer
Company – Glacier Bancorp, Inc.
COVID-19 – coronavirus disease of 2019
DDA – demand deposit account
Fannie Mae – Federal National Mortgage Association
FASB – Financial Accounting Standards Board
FDIC – Federal Deposit Insurance Corporation
FHLB – Federal Home Loan Bank
Final Rules – final rules implemented by the federal banking agencies that established a
new comprehensive regulatory capital framework
FRB – Federal Reserve Bank
Freddie Mac – Federal Home Loan Mortgage Corporation
GAAP – accounting principles generally accepted in the United States of America
GDP – gross domestic product
Ginnie Mae – Government National Mortgage Association
Interest rate locks - residential real estate derivatives for commitments
LIBOR – London Interbank Offered Rate
LIHTC – Low Income Housing Tax Credit
NMTC – New Markets Tax Credit
NOW – negotiable order of withdrawal
NRSRO – Nationally Recognized Statistical Rating Organizations
OCI – other comprehensive income
OREO – other real estate owned
PCD – purchased credit-deteriorated
PPP – Paycheck Protection Program
Repurchase agreements – securities sold under agreements to repurchase
ROU – right-of-use
S&P – Standard and Poor’s
SBA – United States Small Business Administration
SEC – United States Securities and Exchange Commission
TBA – to-be-announced
TDR – troubled debt restructuring
VIE – variable interest entity







GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data) September 30,
2022 		December 31,
2021
Assets
Cash on hand and in banks $ 260,456 198,087
Interest bearing cash deposits 164,756 239,599
Cash and cash equivalents 425,212 437,686
Debt securities, available-for-sale 5,755,076 9,170,849
Debt securities, held-to-maturity 3,756,634 1,199,164
Total debt securities 9,511,710 10,370,013
Loans held for sale, at fair value 21,720 60,797
Loans receivable 14,851,233 13,432,031
Allowance for credit losses ( 178,191 ) ( 172,665 )
Loans receivable, net 14,673,042 13,259,366
Premises and equipment, net 395,639 372,597
Other real estate owned and foreclosed assets
42 18
Accrued interest receivable 93,300 76,673
Deferred tax asset 204,351 27,693
Core deposit intangible, net 44,265 52,259
Goodwill 985,393 985,393
Non-marketable equity securities 38,215 10,020
Bank-owned life insurance 168,187 167,671
Other assets 171,878 120,459
Total assets $ 26,732,954 25,940,645
Liabilities
Non-interest bearing deposits $ 8,294,363 7,779,288
Interest bearing deposits 13,585,279 13,557,961
Securities sold under agreements to repurchase 887,483 1,020,794
Federal Home Loan Bank advances 705,000 —
Other borrowed funds 77,671 44,094
Subordinated debentures 132,742 132,620
Accrued interest payable 2,740 2,409
Other liabilities 275,319 225,857
Total liabilities 23,960,597 22,763,023
Commitments and Contingent Liabilities — —
Stockholders’ Equity
Preferred shares, $ 0.01 par value per share, 1,000,000 shares authorized, none issued or outstanding
— —
Common stock, $ 0.01 par value per share, 234,000,000 and 117,187,500 shares
authorized at September 30, 2022 and December 31, 2021, respectively
1,108 1,107
Paid-in capital 2,342,452 2,338,814
Retained earnings - substantially restricted 923,945 810,342
Accumulated other comprehensive (loss) income ( 495,148 ) 27,359
Total stockholders’ equity 2,772,357 3,177,622
Total liabilities and stockholders’ equity $ 26,732,954 25,940,645
Number of common stock shares issued and outstanding 110,766,954 110,687,533
See accompanying notes to unaudited condensed consolidated financial statements.
4


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months ended Nine Months ended
(Dollars in thousands, except per share data) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Interest Income
Investment securities $ 43,722 30,352 125,217 86,388
Residential real estate loans 13,738 9,885 42,279 29,572
Commercial loans 142,692 115,533 398,507 339,903
Consumer and other loans 14,250 10,971 38,552 32,386
Total interest income 214,402 166,741 604,555 488,249
Interest Expense
Deposits 3,279 2,609 9,884 8,427
Securities sold under agreements to repurchase 675 496 1,435 1,836
Federal Home Loan Bank advances 3,318 — 4,628 —
Other borrowed funds
214 178 698 529
Subordinated debentures 1,589 845 3,590 2,563
Total interest expense 9,075 4,128 20,235 13,355
Net Interest Income 205,327 162,613 584,320 474,894
Provision for credit losses 8,341 725 13,839 ( 4,880 )
Net interest income after provision for credit losses 196,986 161,888 570,481 479,774
Non-Interest Income
Service charges and other fees 18,970 15,154 53,390 41,741
Miscellaneous loan fees and charges 4,040 2,592 11,445 8,293
Gain on sale of loans 3,846 13,902 17,857 51,632
(Loss) gain on sale of debt securities ( 85 ) ( 168 ) 101 55
Other income 3,635 3,335 9,456 8,737
Total non-interest income 30,406 34,815 92,249 110,458
Non-Interest Expense
Compensation and employee benefits 80,612 66,364 239,489 192,941
Occupancy and equipment 10,797 9,412 32,527 28,135
Advertising and promotions 3,768 3,236 10,766 8,513
Data processing 7,716 5,135 22,744 16,002
Other real estate owned and foreclosed assets 66 142 72 202
Regulatory assessments and insurance 3,339 2,011 9,479 5,592
Core deposit intangibles amortization 2,665 2,488 7,994 7,464
Other expenses 21,097 15,320 66,818 41,926
Total non-interest expense 130,060 104,108 389,889 300,775
Income Before Income Taxes 97,332 92,595 272,841 289,457
Federal and state income tax expense 17,994 16,976 49,316 55,409
Net Income $ 79,338 75,619 223,525 234,048
Basic earnings per share $ 0.72 0.79 2.02 2.45
Diluted earnings per share $ 0.72 0.79 2.02 2.45
Dividends declared per share $ 0.33 0.32 0.99 0.95
Average outstanding shares - basic 110,766,502 95,510,772 110,752,231 95,494,211
Average outstanding shares - diluted 110,833,594 95,586,202 110,811,267 95,573,519
See accompanying notes to unaudited condensed consolidated financial statements.
5




GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Net Income $ 79,338 75,619 223,525 234,048
Other Comprehensive (Loss) Income, Net of Tax
Available-For-Sale and Transferred Securities:
Unrealized losses on available-for-sale securities
( 228,991 ) ( 15,259 ) ( 706,968 ) ( 84,929 )
Reclassification adjustment for gains included in net income
( 15 ) ( 498 ) ( 780 ) ( 870 )
Reclassification adjustment for securities transferred from available-for-sale to held-to-maturity
1,347 ( 1,379 ) 1,751 ( 2,237 )
Tax effect 57,506 4,330 178,382 22,246
Net of tax amount ( 170,153 ) ( 12,806 ) ( 527,615 ) ( 65,790 )
Cash Flow Hedge:
Unrealized gains on derivatives used for cash flow hedges
3,132 30 7,002 479
Reclassification adjustment for gains included in net income
( 165 ) — ( 167 ) —
Tax effect ( 750 ) ( 7 ) ( 1,727 ) ( 120 )
Net of tax amount 2,217 23 5,108 359
Total other comprehensive loss, net of tax
( 167,936 ) ( 12,783 ) ( 522,507 ) ( 65,431 )
Total Comprehensive (Loss) Income $ ( 88,598 ) 62,836 ( 298,982 ) 168,617

















See accompanying notes to unaudited condensed consolidated financial statements.
6


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
Three Months ended September 30, 2022 and 2021

(Dollars in thousands, except per share data) Common Stock Paid-in Capital Retained
Earnings-
Substantially Restricted 		Accumulated
Other Compre-
hensive (Loss) Income
Shares Amount Total
Balance at July 1, 2021 95,507,234 $ 955 1,496,488 766,070 90,442 2,353,955
Net income — — — 75,619 — 75,619
Other comprehensive loss — — — — ( 12,783 ) ( 12,783 )
Cash dividends declared ($ 0.32 per share)
— — — ( 30,626 ) — ( 30,626 )
Stock issuances under stock incentive plans
5,425 — — — — —
Stock-based compensation and related taxes
— — 1,451 — — 1,451
Balance at September 30, 2021 95,512,659 $ 955 1,497,939 811,063 77,659 2,387,616
Balance at July 1, 2022 110,766,287 $ 1,108 2,341,097 881,246 ( 327,212 ) 2,896,239
Net income — — — 79,338 — 79,338
Other comprehensive loss — — — — ( 167,936 ) ( 167,936 )
Cash dividends declared ($ 0.33 per share)
— — — ( 36,639 ) — ( 36,639 )
Stock issuances under stock incentive plans
667 — — — — —
Stock-based compensation and related taxes
— — 1,355 — — 1,355
Balance at September 30, 2022 110,766,954 $ 1,108 2,342,452 923,945 ( 495,148 ) 2,772,357


















See accompanying notes to unaudited condensed consolidated financial statements.
7


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY
Nine Months ended September 30, 2022 and 2021
(Dollars in thousands, except per share data) Common Stock Paid-in Capital Retained
Earnings-
Substantially Restricted 		Accumulated
Other Compre-
hensive (Loss) Income
Shares Amount Total
Balance at January 1, 2021 95,426,364 $ 954 1,495,053 667,944 143,090 2,307,041
Net income — — — 234,048 — 234,048
Other comprehensive loss — — — — ( 65,431 ) ( 65,431 )
Cash dividends declared ($ 0.95 per share)
— — — ( 90,929 ) — ( 90,929 )
Stock issuances under stock incentive plans
86,295 1 ( 1 ) — — —
Stock-based compensation and related taxes
— — 2,887 — — 2,887
Balance at September 30, 2021 95,512,659 $ 955 1,497,939 811,063 77,659 2,387,616
Balance at January 1, 2022 110,687,533 $ 1,107 2,338,814 810,342 27,359 3,177,622
Net income — — — 223,525 — 223,525
Other comprehensive loss — — — — ( 522,507 ) ( 522,507 )
Cash dividends declared ($ 0.99 per share)
— — — ( 109,922 ) — ( 109,922 )
Stock issuances under stock incentive plans
79,421 1 ( 1 ) — — —
Stock-based compensation and related taxes
— — 3,639 — — 3,639
Balance at September 30, 2022 110,766,954 $ 1,108 2,342,452 923,945 ( 495,148 ) 2,772,357




















See accompanying notes to unaudited condensed consolidated financial statements.
8



GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021
Operating Activities
Net income $ 223,525 234,048
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses 13,839 ( 4,880 )
Net amortization of debt securities 24,274 32,934
Net amortization of purchase accounting adjustments
and deferred loan fees and costs 		8,533 ( 1,003 )
Origination of loans held for sale ( 639,726 ) ( 1,184,305 )
Proceeds from loans held for sale 715,700 1,372,592
Gain on sale of loans ( 17,857 ) ( 51,632 )
Gain on sale of debt securities ( 101 ) ( 55 )
Bank-owned life insurance income, net ( 2,698 ) ( 2,027 )
Stock-based compensation, net of tax benefits 4,218 3,440
Depreciation and amortization of premises and equipment 18,952 15,593
Gain on sale and write-downs of other real estate owned, net ( 125 ) ( 127 )
Amortization of core deposit intangibles 7,994 7,464
Amortization of investments in variable interest entities 13,051 9,520
Net increase in accrued interest receivable ( 16,627 ) ( 4,201 )
Net increase in other assets ( 20,827 ) ( 5,430 )
Net increase (decrease) in accrued interest payable 331 ( 868 )
Net increase (decrease) in other liabilities 18,291 ( 3,753 )
Net cash provided by operating activities 350,747 417,310
Investing Activities
Maturities, prepayments and calls of available-for-sale debt securities 914,036 1,026,010
Purchases of available-for-sale debt securities ( 435,807 ) ( 4,035,869 )
Maturities, prepayments and calls of held-to-maturity debt securities 159,349 25,480
Purchases of held-to-maturity debt securities ( 511,195 ) ( 125,527 )
Principal collected on loans 4,530,150 4,825,177
Loan originations ( 5,984,286 ) ( 5,062,750 )
Net additions to premises and equipment ( 16,909 ) ( 4,187 )
Proceeds from sale of other real estate owned 997 3,246
Proceeds from redemption of non-marketable equity securities 132,667 180
Purchases of non-marketable equity securities ( 160,798 ) ( 2 )
Proceeds from bank-owned life insurance 2,217 2,112
Investments in variable interest entities ( 32,866 ) ( 14,799 )
Net cash used in investing activities ( 1,402,445 ) ( 3,360,929 )




See accompanying notes to unaudited condensed consolidated financial statements.
9


GLACIER BANCORP, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021
Financing Activities
Net increase in deposits $ 543,134 2,705,870
Net (decrease) increase in securities sold under agreements to repurchase ( 133,311 ) 36,356
Net increase in short-term Federal Home Loan Bank advances 705,000 —
Net decrease (increase) in other borrowed funds 10,415 ( 6,897 )
Cash dividends paid ( 84,414 ) ( 74,709 )
Tax withholding payments for stock-based compensation ( 1,600 ) ( 1,520 )
Proceeds from stock option exercises — 265
Net cash provided by financing activities 1,039,224 2,659,365
Net decrease in cash, cash equivalents and restricted cash ( 12,474 ) ( 284,254 )
Cash, cash equivalents and restricted cash at beginning of period 437,686 633,142
Cash, cash equivalents and restricted cash at end of period $ 425,212 348,888
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest $ 19,904 14,223
Cash paid during the period for income taxes 40,917 58,645
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Transfer of debt securities from available-for-sale to held-to-maturity $ 2,154,475 844,020
Transfer of loans to other real estate owned 896 1,481
Right-of-use assets obtained in exchange for new lease liabilities 24,023 801
Dividends declared during the period but not paid 36,817 30,761























See accompanying notes to unaudited condensed consolidated financial statements.
10


GLACIER BANCORP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and Summary of Significant Accounting Policies

General
Glacier Bancorp, Inc. (“Company”) is a Montana corporation headquartered in Kalispell, Montana. The Company provides a full range of banking services to individuals and businesses in Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada through its wholly-owned bank subsidiary, Glacier Bank (“Bank”). The Company offers a wide range of banking products and services, including: 1) retail banking; 2) business banking; 3) real estate, commercial, agriculture and consumer loans; and 4) mortgage origination and loan servicing. The Company serves individuals, small to medium-sized businesses, community organizations and public entities.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature. These interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements and they should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Operating results for the nine months ended September 30, 2022 are not necessarily indicative of the results anticipated for the year ending December 31, 2022. The condensed consolidated statement of financial condition of the Company as of December 31, 2021 has been derived from the audited consolidated statements of the Company as of that date.

The Company is a defendant in legal proceedings arising in the normal course of business. In the opinion of management, the disposition of pending litigation will not have a material affect on the Company’s consolidated financial position, results of operations or liquidity.

Material estimates that are particularly susceptible to significant change include: 1) the determination of the allowance for credit losses (“ACL” or “allowance”) on loans; 2) the valuation of debt securities; 3) the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans; and 4) the evaluation of goodwill impairment. For the determination of the ACL on loans and real estate valuation estimates, management obtains independent appraisals (new or updated) for significant items. Estimates relating to the investment valuations are obtained from independent third parties. Estimates relating to the evaluation of goodwill for impairment are determined based on internal calculations using independent party inputs.

Principles of Consolidation
The consolidated financial statements of the Company include the parent holding company and the Bank, which consists of seventeen bank divisions and a corporate division. The corporate division includes the Bank’s investment portfolio, wholesale borrowings and other centralized functions. The Bank divisions operate under separate names, management teams and advisory directors. The Company considers the Bank to be its sole operating segment as the Bank 1) engages in similar bank business activity from which it earns revenues and incurs expenses; 2) the operating results of the Bank are regularly reviewed by the Chief Executive Officer (“CEO”) (i.e., the chief operating decision maker) who makes decisions about resources to be allocated to the Bank; and 3) financial information is available for the Bank. All significant inter-company transactions have been eliminated in consolidation.

The Bank has subsidiary interests in variable interest entities (“VIE”) for which the Bank has both the power to direct the VIE’s significant activities and the obligation to absorb losses or right to receive benefits of the VIE that could potentially be significant to the VIE. These subsidiary interests are included in the Company’s consolidated financial statements. The Bank also has subsidiary interests in VIEs for which the Bank does not have a controlling financial interest and is not the primary beneficiary. These subsidiary interests are not included in the Company’s consolidated financial statements. For additional information on the Bank’s interest in VIEs, see Note 7.

The parent holding company owns non-bank subsidiaries that have issued trust preferred securities. The trust subsidiaries are not included in the Company’s consolidated financial statements. The Company's investments in the trust subsidiaries are included in other assets on the Company's statements of financial condition.


11


Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash held as demand deposits at various banks and the Federal Reserve Bank (“FRB”), interest bearing deposits, federal funds sold, and liquid investments with original maturities of three months or less. The Bank is required to maintain an average reserve balance with either the FRB or in the form of cash on hand. During 2020, the Fed temporarily reduced the reserve requirement due to the coronavirus disease of 2019 (“COVID-19.”) The required reserve balance at September 30, 2022 was $ 0 .

De bt Securities
Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. Debt securities held primarily for the purpose of selling in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses included in income. Debt securities not classified as held-to-maturity or trading are classified as available-for-sale and are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of other comprehensive income (“OCI”). Premiums and discounts on debt securities are amortized or accreted into income using a method that approximates the interest method. The objective of the interest method is to calculate periodic interest income at a constant effective yield. The Company does not have any debt securities classified as trading securities. When the Company acquires another entity, it records the debt securities at fair value.

The Company reviews and analyzes the various risks that may be present within the investment portfolio on an ongoing basis, including market risk, credit risk and liquidity risk. Market risk is the risk to an entity’s financial condition resulting from adverse changes in the value of its holdings arising from movements in interest rates, foreign exchange rates, equity prices or commodity prices. The Company assesses the market risk of individual debt securities as well as the investment portfolio as a whole. Credit risk, broadly defined, is the risk that an issuer or counterparty will fail to perform on an obligation. The credit rating of a security is considered the primary credit quality indicator for debt securities. Liquidity risk refers to the risk that a security will not have an active and efficient market in which the security can be sold.

A debt security is investment grade if the issuer has adequate capacity to meet its commitment over the expected life of the investment, i.e., the risk of default is low and full and timely repayment of interest and principal is expected. To determine investment grade status for debt securities, the Company conducts due diligence of the creditworthiness of the issuer or counterparty prior to acquisition and ongoing thereafter consistent with the risk characteristics of the security and the overall risk of the investment portfolio. Credit quality due diligence takes into account the extent to which a security is guaranteed by the U.S. government and other agencies of the U.S. government. The depth of the due diligence is based on the complexity of the structure, the size of the security, and takes into account material positions and specific groups of securities or stratifications for analysis and review of similar risk positions. The due diligence includes consideration of payment performance, collateral adequacy, internal analyses, third party research and analytics, external credit ratings and default statistics.

The Company has acquired debt securities through acquisitions and if the securities have more than insignificant credit deterioration since origination, they are designated as purchased credit-deteriorated (“PCD”) securities. An ACL is determined using the same methodology as with other debt securities. The sum of a PCD security’s fair value and associated ACL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the debt security is a noncredit discount or premium, which is amortized into interest income over the life of the security. Subsequent changes to the ACL are recorded through provision for credit losses.

For additional information relating to debt securities, see Note 2.


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Allowance for Credit Losses - Available-for-Sale Debt Securities
For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more-likely-than-not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through other expense. For the available-for-sale securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from cred it losses or other factors. In such assessment, the Company considers the extent to which fair value is less than amortized cost, if there are any changes to the investment grade of the security by a rating agency, and if there are any adverse conditions that impact the security. If this assessment indicates a credit loss exists, the present value of the cash flows expected to be collected from the security is compared to the amortized cost basis of the s ecurity. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a potential credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any estimated credit losses that have not been recorded through an ACL are recognized in OCI.

The Company has elected to exclude accrued interest from the estimate of credit losses for available-for-sale debt securities. As part of its non-accrual policy, the Company charges-off uncollectable interest at the time it is determined to be uncollectable.

Allowance for Credit Losses - Held-to-Maturity Debt Securities
For estimating the allowance for held-to-maturity (“HTM”) debt securities that share similar risk characteristics with other securities, such securities are pooled based on major security type. For pools of such securities with similar risk characteristics, the historical lifetime probability of default and severity of loss in the event of default is derived or obtained from external sources and adjusted for the expected effects of reasonable and supportable forecasts over the expected lives of the securities on those historical credit losses. Expected credit losses on securities in the held-to-maturity portfolio that do not share similar risk characteristics with any of the pools of debt securities are individually measured based on net realizable value, or the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the recorded amortized cost basis of the securities.

The Company has elected to exclude accrued interest from the estimate of credit losses for held-to-maturity debt securities. As part of its non-accrual policy, the Company charges off uncollectable interest at the time it is determined to be uncollectable.

Loans Held for Sale
Loans held for sale generally consist of long-term, fixed rate, conforming, single-family residential real estate loans intended to be sold on the secondary market. Loans held for sale are recorded at fair value and may or may not be sold with servicing rights released. Changes in fair value are recognized in non-interest income. Fair value elections are made at the time of origination based on the Company’s fair value election policy.

Loans Receivable
The Company’s loan segments or classes are based on the purpose of the loan and consist of residential real estate, commercial real estate, other commercial, home equity, and other consumer loans. Loans that are intended at origination to be held-to-maturity are reported at the unpaid principal balance less net c harge-offs and adjusted for deferred fees and costs on originated loans and unamortized premiums or discounts on acquired loans. Interest income is accrued on the unpaid principal balance. Fees and costs on originated loans and premiums or discounts on acquired loans are deferred and subsequently amortized or accreted as a yield adjustment over the expected life of the loan utilizing the interest or straight-line methods. The interest method is utilized for loans with scheduled payment terms and the objective is to calculate periodic interest income at a constant effective yield. The straight-line method is utilized for revolving lines of credit or loans with no scheduled payment terms. When a loan is paid off prior to maturity, the remaining unamortized fees and costs on originated loans and unamortized premiums or discounts on acquired loans are immediately recognized as interest income.

Loans that are thirty days or more past due based on payments received and applied to the loan are considered delinquent. Loans are designated non-accrual and the accrual of interest is discontinued when the collection of the contractual principal or interest is unlikely. A loan is typically placed on non-accrual when principal or interest is due and has remained unpaid for ninety days or more. When a loan is placed on non-accrual status, interest previously accrued but not collected is reversed against current period interest income. Subsequent payments on non-accrual loans are applied to the outstanding principal balance if doubt remains as to the ultimate collectability of the loan. Interest accruals are not resumed on partially charged-off impaired loans. For other loans on non-accrual, interest accruals are resumed on such loans only when they are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to both principal and interest.

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The Company has acquired loans through acquisitions, some of which have experienced more than insignificant credit deterioration since origination. The Company considers all acquired non-accrual loans to be PCD loans. In addition, the Company considers loans accruing ninety days or more past due or substandard loans to be PCD loans. An ACL is determined using the same methodology as other loans held for investment. The ACL determined on a collective basis is allocated to individual loans. The sum of a loan’s fair value and ACL becomes the initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the ACL are recorded through provision for credit losses.

For additional information relating to loans, see Note 3.

Allowance for Credit Losses - Loans Receivable
The ACL for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. The estimate is determined based on the amortized cost of the loan portfolio including the loan balance adjusted for charge-offs, recoveries, deferred fees and costs, and loan discount and premiums. Recoveries are included only to the extent that such amounts were previously charged-off. The Company has elected to exclude accrued interest from the estimate of credit losses for loans. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future periods.

The allowance is increased for estimated credit losses which are recorded as expense. The portion of loans and overdraft balances determined by management to be uncollectable are charged-off as a reduction to the allowance and recoveries of amounts previously charged-off increase the allowance. The Company’s charge-off policy is consistent with bank regulatory standards. Consumer loans generally are charged-off when the loan becomes over 120 days delinquent. Real estate acquired as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until such time as it is sold.

The expected credit loss estimate process involves procedures to consider the unique characteristics of each of the Company’s loan portfolio segments, which consist of residential real estate, commercial real estate, other commercial, home equity, and other consumer loans. When computing the allowance levels, credit loss assumptions are estimated using a model that categorizes loan pools based on loss history, credit and risk characteristics, including current conditions and reasonable and supportable forecasts about the future. The Company has determined a four consecutive quarter forecasting period is a reasonable and supportable period. Expected credit loss for periods beyond reasonable and supportable forecast periods are determined based on a reversion method which reverts back to historical loss estimates over a four consecutive quarter period on a straight-line basis.

Credit quality is assessed and monitored by evaluating various attributes and the results of those evaluations are utilized in underwriting new loans and the process for estimating the expected credit losses. The following paragraphs describe the risk characteristics relevant to each portfolio segment.

Residential Real Estate. Residential real estate loans are secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal incomes. Mitigating risk factors for this loan segment include a large number of borrowers, geographic dispersion of market areas and the loans are originated for relatively smaller amounts.

Commercial Real Estate .  Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operation of the property securing the loan and/or the business conducted on the property securing the loan. Credit risk in these loans is impacted by the creditworthiness of a borrower, valuation of the property securing the loan and conditions within the local economies in the Company’s diverse geographic market areas.

Commercial .  Commercial loans consist of loans to commercial customers for use in financing working capital needs, equipment purchases and business expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations across the Company’s diverse geographic market areas.


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Home Equity .  Home equity loans consist of junior lien mortgages and first and junior lien lines of credit (revolving open-end and amortizing closed-end) secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans is impacted by economic conditions within the Company’s market areas that affect the value of the residential property securing the loans and affect the borrowers' personal incomes. Mitigating risk factors for this loan segment are a large number of borrowers, geographic dispersion of market areas and the loans are originated for terms that range from 10 to 15 years.

Other Consumer .  The other consumer loan portfolio consists of various short-term loans such as automobile loans and loans for other personal purposes. Repayment of these loans is primarily dependent on the personal income of the borrowers. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s diverse geographic market areas) and the creditworthiness of a borrower.

The allowance is impacted by loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance has two basic components: 1) individual loans that do not share similar risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and 2) the expected credit losses for pools of loans that share similar risk characteristics.

Loans that do not Share Similar Risk Characteristics with Other Loans. For a loan that does not share similar risk characteristics with other loans, expected credit loss is measured based on the net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, the expected credit loss is equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge-offs and deferred loan fees and costs), except when the loan is collateral-dependent, that is, when foreclosure is probable or the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. The Company has determined that non-accrual loans do not share similar risk characteristics with other loans and these loans are individually evaluated for estimated allowance for credit losses. The Company, through its credit monitoring process, may also identify other loans that do not share similar risk characteristics and individually evaluate such loans. The starting point for determining the fair value of collateral is to obtain external appraisals or evaluations (new or updated). The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The Company’s credit department reviews appraisals, giving consideration to the highest and best use of the collateral. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. Adjustments may be made to the fair value of the collateral after review and acceptance of the collateral appraisal or evaluation (new or updated).

Loans that Share Similar Risk Characteristics with other Loans. For estimating the allowance for loans that share similar risk characteristics with other loans, such loans are segregated into loan segments. Loans are designated into loan segments based on loans pooled by product types and similar risk characteristics or areas of risk concentration. In determining the ACL, the Company derives an estimated credit loss assumption from a model that categorizes loan pools based on loan type which is further segregated by the credit quality indicators. This model calculates an expected loss percentage for each loan segment by considering the non-discounted simple annual average historical loss rate of each loan segment (calculated through an “open pool” method), multiplying the loss rate by the amortized loan balance and incorporating that segment’s internally generated prepayment speed assumption and contractually scheduled remaining principal pay downs on a loan level basis. The annual historical loss rates are adjusted over a reasonable economic forecast period by a multiplier that is calculated based upon current national economic forecasts as a proportion of each segment’s historical average loss levels. The Company will then revert from the economic forecast period back to the historical average loss rate in a straight-line basis. After the reversion period, the loans will be assumed to experience their historical loss rate for the remainder of their contractual lives. The model applies the expected loss rate over the projected cash flows at the individual loan level and then aggregates the losses by loan segment in determining their quantitative allowance. The Company will also include qualitative adjustments to adjust the ACL on loan segments to the extent the current or future market conditions are believed to vary substantially from historical conditions in regards to:

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• lending policies and procedures;
• i nternational, national, regional and local economic business conditions, developments, or environmental conditions that affect the collectability of the portfolio, including the condition of various markets;
• the nature and volume of the loan portfolio including the terms of the loans;
• the experience, ability, and depth of the lending management and other relevant staff;
• the volume and severity of past due and adversely classified or graded loans and the volume of non-accrual loans;
• the quality of our loan review system;
• the value of underlying collateral for collateralized loans;
• the existence and effect of any concentrations of credit, and changes in the level of concentrations; and
• the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

The Company regularly reviews loans in the portfolio to assess credit quality indicators and to determine the appropriate loan classification and grading in accordance with applicable bank regulations. The primary credit quality indicator for residential, home equity and other consumer loans is the days past due status, which consists of the following categories: 1) performing loans; 2) 30 to 89 days past due loans; and 3) non-accrual and ninety days or more past due loans. The primary credit quality indicator for commercial real estate and commercial loans is the Company’s internal risk rating system, which includes the following categories: 1) pass loans; 2) special mention loans; 3) substandard loans; and 4) doubtful or loss loans. Such credit quality indicators are regularly monitored and incorporated into the Company’s allowance estimate. The following paragraphs further define the internal risk ratings for commercial real estate and commercial loans.

Pass Loans. These ratings represent loans that are of acceptable, good or excellent quality with very limited to no risk. Loans that do not have one of the following ratings are considered pass loans.

Special Mention Loans. These ratings represent loans that are designated as special mention per the regulatory definition. Special mention loans are currently protected but are potentially weak. The credit risk may be relatively minor yet constitute an undue and unwarranted risk in light of the circumstances surrounding a specific loan. The rating may be used to identify credit with potential weaknesses that if not corrected may weaken the loan to the point of inadequately protecting the Bank’s credit position. Examples include a lack of supervision, inadequate loan agreement, condition, or control of collateral, incomplete, or improper documentation, deviations from lending policy, and adverse trends in operations or economic conditions.

Substandard Loans. This rating represents loans that are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. A loan so classified must have a well-defined weakness that jeopardizes the liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregated amount of substandard loans, does not have to exist in an individual loan classified substandard.

Doubtful/Loss Loans. A loan classified as doubtful has the characteristics that make collection in full, on the basis of currently existing facts, conditions, and values, highly improbable. The possibility of loss is extremely high, but because of pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. Loans are classified as loss when they are deemed to be not collectible and of such little value that continuance as an active asset of the Bank is not warranted. Loans classified as loss must be charged-off. Assignment of this classification does not mean that an asset has absolutely no recovery or salvage value, but that it is not practical or desirable to defer writing off a basically worthless asset, even though partial recovery may be attained in the future.


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Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The Company periodically enters into restructure agreements with borrowers whereby the loans were previously identified as TDRs. When such circumstances occur, the Company carefully evaluates the facts of the subsequent restructure to determine the appropriate accounting and under certain circumstances it may be acceptable not to account for the subsequently restructured loan as a TDR. When assessing whether a concession has been granted by the Company, any prior forgiveness on a cumulative basis is considered a continuing concession. The Company has made the following types of loan modifications, some of which were considered a TDR:
• reduction of the stated interest rate for the remaining term of the debt;
• extension of the maturity date(s) at a stated rate of interest lower than the current market rate for newly originated debt having similar risk characteristics; and
• reduction of the face amount of the debt as stated in the debt agreements.

The Company recognizes that while borrowers may experience deterioration in their financial condition, many continue to be creditworthy borrowers who have the willingness and capacity for debt repayment. In determining whether non-restructured or performing loans issued to a single or related party group of borrowers should continue to accrue interest when the borrower has other loans that are non-performing or are TDRs, the Company on a quarterly or more frequent basis performs an updated and comprehensive assessment of the willingness and capacity of the borrowers to timely and ultimately repay their total debt obligations, including contingent obligations. Such analysis takes into account current financial information about the borrowers and financially responsible guarantors, if any, including for example:
• analysis of global, i.e., aggregate debt service for total debt obligations;
• assessment of the value and security protection of collateral pledged using current market conditions and alternative market assumptions across a variety of potential future situations; and
• loan structures and related covenants.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law which includes many provisions that impact the Company and its customers. The banking regulatory agencies have encouraged banks to work with borrowers who have been impacted by COVID-19 and the CARES Act, along with related regulatory guidance, allows banks to not designate certain modifications as TDRs that otherwise may have been classified as TDRs. In general, in order to qualify for such treatment, the modifications need to be short-term and made on a good faith basis in response to the COVID-19 pandemic to borrowers who were previously deemed current as outlined in the regulatory guidance. The Company has made such modifications to assist borrowers impacted by the COVID-19 pandemic.

The allowance for credit losses on a TDR is measured using the same method as all other loans held for investment. For a TDR that is individually reviewed and not collateral-dependent, the value of the concession can only be measured using the discounted cash flow method. When the value of a concession is measured using the discounted cash flow method, the ACL is determined by discounting the expected future cash flows at the original interest of the loan.

Allowance for Credit Losses - Off-Balance Sheet Credit Exposures
The Company maintains a separate allowance for credit losses for off-balance sheet credit exposures, including unfunded loan commitments. Such ACL is included in other liabilities on the Company’s statements of financial condition. The Company estimates the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures and applying the loss factors used in the allowance for credit loss methodology to the results of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan segment. No credit loss estimate is reported for off-balance sheet credit exposures that are unconditionally cancellable by the Bank or for unfunded amounts under such arrangements that may be drawn prior to the cancellation of the arrangement.

Provision for Credit Losses
The Company recognizes provision for credit losses on the allowance for off-balance sheet credit exposures (e.g., unfunded loan commitments) together with provision for credit losses on the loan portfolio in the income statement line item provision for credit losses.
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The following table presents the provision for credit losses on the loan portfolio and off-balance sheet exposures:
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Provision for credit loss loans $ 8,382 2,313 11,373 ( 2,921 )
Provision for credit losses unfunded ( 41 ) ( 1,588 ) 2,466 ( 1,959 )
Total provision for credit losses $ 8,341 725 13,839 ( 4,880 )

There was no provision for credit losses on debt securities for the three and nine months ended September 30, 2022, and 2021, respectively.

Premises and Equipment
Premises and equipment are accounted for at cost less depreciation. Depreciation is computed on a straight-line method over the estimated useful lives or the term of the related lease. The estimated useful life for office buildings is 15 to 40 years and the estimated useful life for furniture, fixtures, and equipment is 3 to 10 years. Interest is capitalized for any significant building projects.

Leases
The Company leases certain land, premises and equipment from third parties. A lessee lease is classified as an operating lease unless it meets certain criteria (e.g., lease contains option to purchase that Company is reasonably certain to exercise), in which case it is classified as a finance lease. Operating leases are included in net premises and equipment and other liabilities on the Company’s statements of financial condition and lease expense for lease payments is recognized on a straight-line basis over the lease term. Finance leases are included in net premises and equipment and other borrowed funds on the Company’s statements of financial condition. Right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. An ROU asset represents the right to use the underlying asset for the lease term and also includes any direct costs and payments made prior to lease commencement and excludes lease incentives. When an implicit rate is not available, an incremental borrowing rate based on the information available at commencement date is used in determining the present value of the lease payments. A lease term may include an option to extend or terminate the lease when it is reasonably certain the option will be exercised. The Company accounts for lease and nonlease components (e.g., common-area maintenance) together as a single combined lease component for all asset classes. Short-term leases of 12 months or less are excluded from accounting guidance; as a result, the lease payments are recognized on a straight-line basis over the lease term and the leases are not reflected on the Company’s statements of financial condition. Renewal and termination options are considered when determining short-term leases. Leases are accounted for on an individual lease level.

Lease improvements incurred at the inception of the lease are recorded as an asset and depreciated over the initial term of the lease and lease improvements incurred subsequently are depreciated over the remaining term of the lease.

The Company also leases certain premises and equipment to third parties. A lessor lease is classified as an operating lease unless it meets certain criteria that would classify it as either a sales-type lease or a direct financing lease. For additional information relating to leases, see Note 4.

Other Real Estate Owned
Property acquired by foreclosure or deed-in-lieu of foreclosure is initially recorded at fair value, less estimated selling cost, at acquisition date (i.e., cost of the property). The Company is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan upon the occurrence of either the Company obtaining legal title to the property or the borrower conveying all interest in the property through a deed-in-lieu or similar agreement. Fair value is determined as the amount that could be reasonably expected in a current sale between a willing buyer and a willing seller in an orderly transaction between market participants at the measurement date. Subsequent to the initial acquisition, if the fair value of the asset, less estimated selling cost, is less than the cost of the property, a loss is recognized in other expense and the asset carrying value is reduced. Gain or loss on disposition of OREO is recorded in non-interest income or non-interest expense, respectively. In determining the fair value of the properties on the date of transfer and any subsequent estimated losses of net realizable value, the fair value of other real estate acquired by foreclosure or deed-in-lieu of foreclosure is determined primarily based upon appraisal or evaluation of the underlying property value.

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Business Combinations and Intangible Assets
Acquisition accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets. Goodwill is recorded if the purchase price exceeds the net fair value of assets acquired and a bargain purchase gain is recorded in other income if the net fair value of assets acquired exceeds the purchase price.

Adjustment of the allocated purchase price may be related to fair value estimates for which all information has not been obtained of the acquired entity known or discovered during the allocation period, the period of time required to identify and measure the fair values of the assets and liabilities acquired in the business combination. The allocation period is generally limited to one year following consummation of a business combination.

Core deposit intangible represents the intangible value of depositor relationships resulting from deposit liabilities assumed in acquisitions and is amortized using an accelerated method based on an estimated runoff of the related deposits. The core deposit intangible is evaluated for impairment and recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.

The Company tests goodwill for impairment at the reporting unit level annually during the third quarter. The Company has identified that each of the Bank divisions are reporting units (i.e., components of the Glacier Bank operating segment) given that each division has a separate management team that regularly reviews its respective division financial information; however, the reporting units are aggregated into a single reporting unit due to the reporting units having similar economic characteristics.

The goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Examples of events and circumstances that could trigger the need for interim impairment testing include:
• a significant change in legal factors or in the business climate;
• an adverse action or assessment by a regulator;
• unanticipated competition;
• a loss of key personnel;
• a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of; and
• the testing for recoverability of a significant asset group within a reporting unit.

For the goodwill impairment assessment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. The Company elected to bypass the qualitative assessment for its 2022 and 2021 annual goodwill impairment testing and proceed directly to the goodwill impairment assessment. The goodwill impairment process requires the Company to make assumptions and judgments regarding fair value. The Company calculates an implied fair value and if the implied fair value is less than the carrying value, an impairment loss is recognized for the difference. For additional information relating to goodwill, see Note 5.

Loan Servicing Rights
For residential real estate loans that are sold with servicing retained, servicing rights are initially recorded at fair value in other assets and gain on sale of loans. Fair value is based on market prices for comparable mortgage servicing contracts. The servicing asset is subsequently measured using the amortization method which requires the servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.

Loan servicing rights are evaluated for impairment based upon the fair value of the servicing rights compared to the carrying value. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the carrying value. If the Company later determines that all or a portion of the impairment no longer exists, a reduction in the valuation allowance may be recorded. Changes in the valuation allowance are recorded in other income. The fair value of the servicing assets are subject to significant fluctuations as a result of changes in estimated actual prepayment speeds and default rates and losses.

Servicing fee income is recognized in other income for fees earned for servicing loans. The fees are based on contractual percentage of the outstanding principal; or a fixed amount per loan and is recorded when earned. The amortization of loan servicing fees is netted against loan servicing fee income. For additional information relating to loan servicing rights, see Note 6.
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Equity Securities
Non-marketable equity securities primarily consist of Federal Home Loan Bank (“FHLB”) stock. FHLB stock is restricted because such stock may only be sold to FHLB at its par value. Due to restrictive terms, and the lack of a readily determinable fair value, FHLB stock is carried at cost and evaluated for impairment. The investments in FHLB stock are required investments related to the Company’s borrowings from FHLB. FHLB obtains its funding primarily through issuance of consolidated obligations of the FHLB system. The U.S. government does not guarantee these obligations, and each of the regional FHLBs is jointly and severally liable for repayment of each other’s debt.

The Company also has an insignificant amount of marketable equity securities that are included in other assets on the Company’s statements of financial condition. Marketable equity securities with readily determinable fair values are measured at fair value and changes in fair value are recognized in other income. Marketable equity securities without readily determinable fair values are carried at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment.

Other Borrowings
Borrowings of the Company’s consolidated variable interest entities and finance lease arrangements are included in other borrowings. For additional information relating to VIE’s, see Note 7.

Bank-Owned Life Insurance
The Company maintains bank-owned life insurance policies on certain current and former employees and directors, which are recorded at their cash surrender values as determined by the insurance carriers. The appreciation in the cash surrender value of the policies is recognized as a component of other non-interest income in the Company’s statements of operations.

Derivatives and Hedging Activities
The Company is exposed to certain risks relating to its ongoing operations. The primary risk managed by using derivative instruments is interest risk. Interest rate caps and interest rate swaps have been entered into to manage interest rate risk associated with variable rate borrowings and were designated as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes.

These cash flow hedges were recognized as assets or liabilities on the Company’s statements of financial condition and were measured at fair value. Cash flows resulting from the interest rate derivative financial instruments that were accounted for as hedges of assets and liabilities were classified in the Company’s cash flow statement in the same category as the cash flows of the items being hedged. For additional information relating to the interest rate caps and residential real estate derivatives, see Note 9.

Revenue Recognition
The Company recognizes revenue when services or products are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company’s principal source of revenue is interest income from debt securities and loans. Revenue from contracts with customers within the scope of Accounting Standards Codification TM (“ASC”) Topic 606 was $ 61,062,000 and $ 45,789,000 for the nine months ended September 30, 2022 and 2021, respectively, and largely consisted of revenue from service charges and other fees from deposits (e.g., overdraft fees, ATM fees, debit card fees). Due to the short-term nature of the Company’s contracts with customers, an insignificant amount of receivables related to such revenue was recorded at September 30, 2022 and December 31, 2021 and there were no impairment losses recognized. Policies specific to revenue from contracts with customers include the following:

Service Charges. Revenue from service charges consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds and, when applicable, pay interest on deposits. Service charges on deposit accounts may be transactional or non-transactional in nature. Transactional service charges occur in the form of a service or penalty and are charged upon the occurrence of an event (e.g., overdraft fees, ATM fees, wire transfer fees). Transactional service charges are recognized as services are delivered to and consumed by the customer, or as penalty fees are charged. Non-transactional service charges are charges that are based on a broader service, such as account maintenance fees and dormancy fees, and are recognized on a monthly basis.

Debit Card Fees. Revenue from debit card fees includes interchange fee income from debit cards processed through card association networks. Interchange fees represent a portion of a transaction amount that the Company and other involved parties retain to compensate themselves for giving the cardholder immediate access to funds. Interchange rates are generally set by the card association networks and are based on purchase volumes and other factors. The Company records interchange fees as services are provided.
20


Recently Issued Accounting Guidance
The ASC is the Financial Accounting Standards Board (“FASB”) officially recognized source of authoritative GAAP applicable to all public and non-public non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of the federal securities laws are also sources of authoritative GAAP for the Company as an SEC registrant. All other accounting literature is non-authoritative. The Company has not adopted any Accounting Standards Updates (“ASU”) in the current year that may have had a material effect on the Company’s financial position or results of operations. The following provides a description of a newly issued but not yet effective ASU that could have a material effect on the Company’s financial position or results of operations.

ASU 2022-02 - Troubled Debt Restructurings and Vintage Disclosures. In March 2022, FASB amended Subtopic ASC 310-40 and Subtopic 326-20 relating to post-current expected credit losses (“CECL”) (ASU 2016-13) implementation areas including TDRs and vintage disclosures. The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 326-40, while enhancing disclosure requirements. The amendments to Subtopic 326-20 require an entity to disclose current-period gross write-offs by year of origination for financing receivables within the scope of Subtopic 326-20. For entities that have adopted CECL, the amendments are effective for public business entities the first interim and annual reporting periods beginning after December 15, 2022. Early adoption is permitted if an entity has adopted CECL and the entity may elect to adopt the amendments about TDRs and related disclosure enhancements separately from the amendments related to vintage disclosures. The Company is anticipating certain changes in the processes and procedures related to the amendments and does not anticipate the amendments to have a material impact to the Company’s financial position and result of operations. The Company is not planning to early adopt either amendment.

ASU 2020-04 - Reference Rate Reform. In March 2020, FASB amended topic 848 related to the facilitation of the effects of reference rate reform on financial reporting. The amendment provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR.”) These updates are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is currently evaluating its contracts and the optional expedients provided by this update, but does not expect the adoption of this guidance to have a material impact to the financial statements.

Note 2. Debt Securities
The following tables present the amortized cost, the gross unrealized gains and losses and the fair value of the Company’s debt securities:
September 30, 2022
(Dollars in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair
Value
Available-for-sale
U.S. government and federal agency $ 488,244 37 ( 44,815 ) 443,466
U.S. government sponsored enterprises 319,962 — ( 31,430 ) 288,532
State and local governments 421,886 1,243 ( 11,274 ) 411,855
Corporate bonds 84,451 421 ( 1,141 ) 83,731
Residential mortgage-backed securities 3,855,896 12 ( 468,530 ) 3,387,378
Commercial mortgage-backed securities 1,241,275 543 ( 101,704 ) 1,140,114
Total available-for-sale $ 6,411,714 2,256 ( 658,894 ) 5,755,076
Held-to-maturity
U.S. government and federal agency 845,116 — ( 86,630 ) 758,486
State and local governments 1,675,529 169 ( 302,050 ) 1,373,648
Residential mortgage-backed securities 1,235,989 — ( 110,182 ) 1,125,807
Total held-to-maturity 3,756,634 169 ( 498,862 ) 3,257,941
Total debt securities 10,168,348 2,425 ( 1,157,756 ) 9,013,017
21


December 31, 2021
(Dollars in thousands) Amortized
Cost 		Gross
Unrealized
Gains 		Gross
Unrealized
Losses 		Fair
Value
Available-for-sale
U.S. government and federal agency $ 1,356,171 174 ( 9,596 ) 1,346,749
U.S. government sponsored enterprises 241,687 2 ( 996 ) 240,693
State and local governments 461,414 27,567 ( 123 ) 488,858
Corporate bonds 175,697 5,072 ( 17 ) 180,752
Residential mortgage-backed securities 5,744,505 9,420 ( 54,266 ) 5,699,659
Commercial mortgage-backed securities 1,195,949 25,882 ( 7,693 ) 1,214,138
Total available-for-sale $ 9,175,423 68,117 ( 72,691 ) 9,170,849
Held-to-maturity
State and local governments 1,199,164 22,878 ( 1,159 ) 1,220,883
Total held-to-maturity 1,199,164 22,878 ( 1,159 ) 1,220,883
Total debt securities $ 10,374,587 90,995 ( 73,850 ) 10,391,732

Maturity Analysis
The following table presents the amortized cost and fair value of available-for-sale and held-to-maturity debt securities by contractual maturity at September 30, 2022. Actual maturities may differ from expected or contractual maturities since some issuers have the right to prepay obligations with or without prepayment penalties.
September 30, 2022
Available-for-Sale Held-to-Maturity
(Dollars in thousands) Amortized Cost Fair Value Amortized Cost Fair Value
Due within one year $ 37,373 37,466 1,419 1,418
Due after one year through five years 926,531 850,061 606,856 551,181
Due after five years through ten years 148,909 145,724 449,685 405,451
Due after ten years 201,730 194,333 1,462,685 1,174,084
1,314,543 1,227,584 2,520,645 2,132,134
Mortgage-backed securities 1
5,097,171 4,527,492 1,235,989 1,125,807
Total $ 6,411,714 5,755,076 3,756,634 3,257,941
______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

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Sales and Calls of Debt Securities
Proceeds from sales and calls of debt securities and the associated gains and losses that have been included in earnings are listed below:
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Available-for-sale
Proceeds from sales and calls of debt securities $ 16,745 74,328 88,011 151,025
Gross realized gains 1
15 507 795 945
Gross realized losses 1
— ( 9 ) ( 15 ) ( 75 )
Held-to-maturity
Proceeds from calls of debt securities 3,885 19,120 26,230 25,480
Gross realized gains 1
25 — 54 —
Gross realized losses 1
( 125 ) ( 666 ) ( 733 ) ( 815 )
______________________________
1 The gain or loss on the sale or call of each debt security is determined by the specific identification method.

Allowance for Credit Losses - Available-For-Sale Debt Securities
In assessing whether a credit loss existed on available-for-sale debt securities with unrealized losses, the Company compared the present value of cash flows expected to be collected from the debt securities with the amortized cost basis of the debt securities. In addition, the following factors were evaluated individually and collectively in determining the existence of expected credit losses:
• credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as Standard and Poor’s [“S&P”] and Moody’s);
• extent to which the fair value is less than cost;
• adverse conditions, if any, specifically related to the impaired securities, including the industry and geographic area;
• the overall deal and payment structure of the debt securities, including the investor entity’s position within the structure, underlying obligors, financial condition and near-term prospects of the issuer, including specific events which may affect the issuer’s operations or future earnings, and credit support or enhancements; and
• failure of the issuer and underlying obligors, if any, to make scheduled payments of interest and principal.
23


The following table summarizes available-for-sale debt securities that were in an unrealized loss position for which an ACL has not been recorded, based on the length of time the individual securities have been in an unrealized loss position. The number of available-for-sale debt securities in an unrealized position is also disclosed.
September 30, 2022
Number
of
Securities 		Less than 12 Months 12 Months or More Total
(Dollars in thousands) Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss
Available-for-sale
U.S. government and federal agency
57 $ 293,319 ( 29,827 ) 144,052 ( 14,988 ) 437,371 ( 44,815 )
U.S. government sponsored enterprises
15 248,362 ( 25,938 ) 40,169 ( 5,492 ) 288,531 ( 31,430 )
State and local governments 269 277,582 ( 9,373 ) 10,984 ( 1,901 ) 288,566 ( 11,274 )
Corporate bonds 17 57,301 ( 1,141 ) — — 57,301 ( 1,141 )
Residential mortgage-backed securities
446 718,187 ( 91,231 ) 2,667,995 ( 377,299 ) 3,386,182 ( 468,530 )
Commercial mortgage-backed securities
156 879,651 ( 75,910 ) 204,679 ( 25,794 ) 1,084,330 ( 101,704 )
Total available-for-sale
960 $ 2,474,402 ( 233,420 ) 3,067,879 ( 425,474 ) 5,542,281 ( 658,894 )
December 31, 2021
Number
of
Securities 		Less than 12 Months 12 Months or More Total
(Dollars in thousands) Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss 		Fair
Value 		Unrealized
Loss
Available-for-sale
U.S. government and federal agency
50 $ 1,329,399 ( 9,344 ) 5,457 ( 252 ) 1,334,856 ( 9,596 )
U.S. government sponsored enterprises
11 239,928 ( 996 ) — — 239,928 ( 996 )
State and local governments 10 11,080 ( 83 ) 1,760 ( 40 ) 12,840 ( 123 )
Corporate bonds 3 12,483 ( 17 ) — — 12,483 ( 17 )
Residential mortgage-backed securities
151 5,335,632 ( 53,434 ) 53,045 ( 832 ) 5,388,677 ( 54,266 )
Commercial mortgage-backed securities
38 302,784 ( 3,316 ) 126,798 ( 4,377 ) 429,582 ( 7,693 )
Total available-for-sale
263 $ 7,231,306 ( 67,190 ) 187,060 ( 5,501 ) 7,418,366 ( 72,691 )

With respect to severity, the majority of available-for-sale debt securities with unrealized loss positions at September 30, 2022 have unrealized losses as a percentage of book value of less than five percent. A substantial portion of such securities were issued by Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Government National Mortgage Association (“Ginnie Mae”) and other agencies of the U.S. government or have credit ratings issued by one or more of the NRSRO entities in the four highest credit rating categories. All of the Company’s available-for-sale debt securities with unrealized loss positions at September 30, 2022 have been determined to be investment grade.

The Company did no t have any past due available-for-sale debt securities as of September 30, 2022 and December 31, 2021, respectively. Accrued interest receivable on available-for-sale debt securities totaled $ 15,868,000 and $ 18,788,000 at September 30, 2022, and December 31, 2021, respectively, and was excluded from the estimate of credit losses.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of September 30, 2022, the Company determined the decline in value was unrelated to credit losses and was primarily the result of changes in interest rates and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, as of September 30, 2022, management determined it did not intend to sell available-for-sale debt securities with unrealized losses, and there was no expected requirement to sell such securities before recovery of their amortized cost. As a result, no ACL was recorded on available-for-sale debt securities at September 30, 2022. As part of this determination, the Company considered contractual obligations, regulatory constraints,
24


liquidity, capital, asset/liability management and securities portfolio objectives and whether or not any of the Company’s investment securities were managed by third-party investment funds.

Allowance for Credit Losses - Held-To-Maturity Debt Securities
The Company measured expected credit losses on held-to-maturity debt securities on a collective basis by major security type and NRSRO credit ratings, which is the Company’s primary credit quality indicator for state and local government securities. The estimate of expected credit losses considered historical credit loss information that was adjusted for current conditions as well as reasonable and supportable forecasts. The following table summarizes the amortized cost of held-to-maturity municipal bonds aggregated by NRSRO credit rating:
(Dollars in thousands) September 30,
2022 		December 31,
2021
Municipal bonds held-to-maturity
S&P: AAA / Moody’s: Aaa
$ 420,287 316,899
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
1,213,081 841,616
S&P: A+, A, A- / Moody’s: A1, A2, A3
36,873 39,078
Not rated by either entity
5,288 1,571
Total municipal bonds held-to-maturity
$ 1,675,529 1,199,164

The Company’s municipal bonds in the held-to-maturity debt securities portfolio is primarily comprised of general obligation and revenue bonds with NRSRO ratings in the four highest credit rating categories. All of the Company’s municipal bonds that are classified as held-to-maturity debt securities at September 30, 2022 have been determined to be investment grade. Held-to-maturity debt securities issued and guaranteed by the U.S. Treasury, Fannie Mae, Freddie Mac, Ginnie Mae and other agencies of the U.S. government are considered to be zero-loss securities. This determination is in consideration of the explicit and implicit guarantees by the US Government, the US Government’s ability to print its own currency, a history of no credit losses by the US Government and noted agencies and the current economic and financial condition of the United States and US Government providing no indication the zero-loss determination is unjustified .

As of September 30, 2022 and December 31, 2021, the Company did no t have any held-to-maturity debt securities past due. Accrued interest receivable on held-to-maturity debt securities totaled $ 20,618,000 and $ 8,737,000 at September 30, 2022 and December 31, 2021, respectively, and were excluded from the estimate of credit losses.

Based on the Company’s evaluation, an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL was recorded at September 30, 2022 or December 31, 2021.






25



Note 3. Loans Receivable, Net

The following table presents loans receivable for each portfolio segment of loans:
.
(Dollars in thousands) September 30,
2022 		December 31,
2021
Residential real estate $ 1,368,368 1,051,883
Commercial real estate 9,582,989 8,630,831
Other commercial 2,729,717 2,664,190
Home equity 793,556 736,288
Other consumer 376,603 348,839
Loans receivable 14,851,233 13,432,031
Allowance for credit losses ( 178,191 ) ( 172,665 )
Loans receivable, net $ 14,673,042 13,259,366
Net deferred origination (fees) costs included in loans receivable $ ( 25,068 ) ( 21,667 )
Net purchase accounting (discounts) premiums included in loans receivable $ ( 19,116 ) ( 25,166 )
Accrued interest receivable on loans $ 56,628 49,133

Substantially all of the Company’s loans receivable are with borrowers in the Company’s geographic market areas. Although the Company has a diversified loan portfolio, a substantial portion of borrowers’ ability to service their obligations is dependent upon the economic performance in the Company’s market areas.

The Company had no significant purchases or sales of portfolio loans or reclassification of loans held for investment to loans held for sale during the nine months ended September 30, 2022.

Allowance for Credit Losses - Loans Receivable
The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on loans. The following tables summarize the activity in the ACL:
Three Months ended September 30, 2022
(Dollars in thousands) Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer
Balance at beginning of period $ 172,963 16,959 121,259 21,079 9,333 4,333
Provision for credit losses 8,382 1,473 3,093 1,785 142 1,889
Charge-offs ( 3,865 ) ( 17 ) — ( 1,502 ) — ( 2,346 )
Recoveries 711 7 47 2 87 568
Balance at end of period $ 178,191 18,422 124,399 21,364 9,562 4,444

Three Months ended September 30, 2021
(Dollars in thousands) Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer
Balance at beginning of period $ 151,448 10,143 96,597 31,983 7,837 4,888
Provision for credit losses 2,313 1,703 2,931 ( 3,321 ) ( 124 ) 1,124
Charge-offs ( 2,620 ) — ( 162 ) ( 677 ) — ( 1,781 )
Recoveries 2,468 13 672 860 152 771
Balance at end of period $ 153,609 11,859 100,038 28,845 7,865 5,002

26


Nine Months ended September 30, 2022
(Dollars in thousands) Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer
Balance at beginning of period $ 172,665 16,458 117,901 24,703 8,566 5,037
Provision for credit losses 11,373 1,910 6,635 ( 1,763 ) 742 3,849
Charge-offs ( 10,905 ) ( 17 ) ( 1,642 ) ( 3,105 ) ( 45 ) ( 6,096 )
Recoveries 5,058 71 1,505 1,529 299 1,654
Balance at end of period $ 178,191 18,422 124,399 21,364 9,562 4,444

Nine Months ended September 30, 2021
(Dollars in thousands) Total Residential Real Estate Commercial Real Estate Other Commercial Home Equity Other Consumer
Balance at beginning of period $ 158,243 9,604 86,999 49,133 8,182 4,325
Provision for credit losses ( 2,921 ) 2,005 11,663 ( 18,905 ) ( 491 ) 2,807
Charge-offs ( 8,566 ) ( 38 ) ( 203 ) ( 3,790 ) ( 45 ) ( 4,490 )
Recoveries 6,853 288 1,579 2,407 219 2,360
Balance at end of period $ 153,609 11,859 100,038 28,845 7,865 5,002

During the nine months ended September 30, 2022, the ACL increased primarily as a result of loan portfolio growth.

The sizeable charge-offs in the other consumer loan segment is driven by deposit overdraft charge-offs which typically experience high charge-off rates and the amounts were comparable to historical trends. The other segments experience routine charge-offs and recoveries, with occasional large credit relationships charge-offs and recoveries that cause fluctuations from prior periods. During the nine months ended September 30, 2022, there have been no significant changes to the types of collateral securing collateral-dependent loans.


27


Aging Analysis
The following tables present an aging analysis of the recorded investment in loans:
September 30, 2022
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Accruing loans 30-59 days past due $ 7,095 427 1,967 1,794 776 2,131
Accruing loans 60-89 days past due 3,827 245 2,556 423 170 433
Accruing loans 90 days or more past due
2,524 98 1,406 441 339 240
Non-accrual loans with no ACL 32,361 1,809 24,818 4,051 1,204 479
Non-accrual loans with ACL 132 — — 103 — 29
Total past due and
non-accrual loans
45,939 2,579 30,747 6,812 2,489 3,312
Current loans receivable 14,805,294 1,365,789 9,552,242 2,722,905 791,067 373,291
Total loans receivable $ 14,851,233 1,368,368 9,582,989 2,729,717 793,556 376,603
December 31, 2021
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Accruing loans 30-59 days past due $ 38,081 2,132 26,063 5,464 1,582 2,840
Accruing loans 60-89 days past due 12,485 457 9,537 1,652 512 327
Accruing loans 90 days or more past due
17,141 223 15,345 1,383 57 133
Non-accrual loans with no ACL 28,961 2,162 20,040 4,563 1,712 484
Non-accrual loans with ACL 21,571 255 448 20,765 99 4
Total past due and non-accrual loans
118,239 5,229 71,433 33,827 3,962 3,788
Current loans receivable 13,313,792 1,046,654 8,559,398 2,630,363 732,326 345,051
Total loans receivable $ 13,432,031 1,051,883 8,630,831 2,664,190 736,288 348,839

The Company had $ 801,000 and $ 472,000 of interest reversed on non-accrual loans during the nine months ended September 30, 2022 and September 30, 2021, respectively. The prior year modifications that were made under the CARES Act, along with related regulatory guidance, are included in current loan receivables.


28


Collateral-Dependent Loans
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The collateral on the loans is a significant portion of what secures the collateral-dependent loans and significant changes to the fair value of the collateral can impact the ACL. During 2022, there were no significant change to collateral which secures the collateral-dependent loans, whether due to general deterioration or other reasons. The following table presents the amortized cost basis of collateral-dependent loans by collateral type:
September 30, 2022
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Business assets $ 3,219 — 196 3,006 17 —
Residential real estate 4,159 1,942 600 320 1,144 153
Other real estate 35,657 34 33,785 1,163 306 369
Other 1,088 — 120 714 — 254
Total $ 44,123 1,976 34,701 5,203 1,467 776

December 31, 2021
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
Business assets $ 25,182 — 57 25,125 — —
Residential real estate 4,625 2,369 280 115 1,694 167
Other real estate 32,093 48 30,996 597 116 336
Other 1,525 — — 1,241 — 284
Total $ 63,425 2,417 31,333 27,078 1,810 787

Restructured Loans
A restructured loan is considered a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. There were no TDRs that occurred during the three months ended September 30, 2021. The following tables present TDRs that occurred during the periods presented and the TDRs that occurred within the previous twelve months that subsequently defaulted during the periods presented:
Three Months ended September 30, 2022
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
TDRs that occurred during the period
Number of loans 4 — 1 3 — —
Pre-modification recorded balance
$ 3,492 — 2,310 1,182 — —
Post-modification recorded balance
$ 4,223 — 2,906 1,317 — —
TDRs that subsequently defaulted
Number of loans — — — — — —
Recorded balance $ — — — — — —



29


Nine Months ended September 30, 2022
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
TDRs that occurred during the period
Number of loans 9 1 3 5 — —
Pre-modification recorded balance
$ 5,511 31 4,242 1,238 — —
Post-modification recorded balance
$ 6,242 31 4,838 1,373 — —
TDRs that subsequently defaulted
Number of loans — — — — — —
Recorded balance $ — — — — — —

Nine Months ended September 30, 2021
(Dollars in thousands) Total Residential
Real Estate 		Commercial
Real Estate 		Other
Commercial 		Home
Equity 		Other
Consumer
TDRs that occurred during the period
Number of loans 10 1 5 3 — 1
Pre-modification recorded balance
$ 2,368 210 1,473 554 — 131
Post-modification recorded balance
$ 2,368 210 1,473 554 — 131
TDRs that subsequently defaulted
Number of loans — — — — — —
Recorded balance $ — — — — — —


The modifications for the loans designated as TDRs during the nine months ended September 30, 2022 and 2021 included one or a combination of the following: an extension of the maturity date, a reduction of the interest rate or a reduction in the principal amount.

In addition to the loans designated as TDRs during the period provided in the preceding tables, the Company had TDRs with pre-modification loan balances of $ 1,227,000 and $ 1,624,000 for the nine months ended September 30, 2022 and 2021, respectively, for which OREO was received in full or partial satisfaction of the loans. The majority of such TDRs were in other commercial for the nine months ended September 30, 2022 and consumer for the nine months ended September 30, 2021. At September 30, 2022 and December 31, 2021, the Company had $ 273,000 and $ 102,000 , respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process. At September 30, 2022 and December 31, 2021, the Company did not have any OREO secured by residential real estate properties.

30


Credit Quality Indicators
The Company categorizes commercial real estate and other commercial loans into risk categories based on relevant information about the ability of borrowers to service their obligations. The following tables present the amortized cost in commercial real estate and other commercial loans based on the Company’s internal risk rating. The date of a modification, renewal or extension of a loan is considered for the year of origination if the terms of the loan are as favorable to the Company as the terms are for a comparable loan to other borrowers with similar credit risk.
September 30, 2022
(Dollars in thousands) Total Pass Special Mention Substandard Doubtful/
Loss
Commercial real estate loans
Term loans by origination year
2022 (year-to-date) $ 2,122,671 2,116,621 — 6,050 —
2021 2,516,528 2,515,286 — 1,242 —
2020 1,354,000 1,341,111 — 12,889 —
2019 767,215 729,624 — 37,591 —
2018 693,744 669,754 — 23,990 —
Prior 1,928,116 1,860,043 1,472 66,577 24
Revolving loans 200,715 200,436 — 279 —
Total $ 9,582,989 9,432,875 1,472 148,618 24
Other commercial loans 1
Term loans by origination year
2022 (year-to-date) $ 468,958 465,196 373 3,389 —
2021 594,391 589,711 — 3,656 1,024
2020 329,429 323,643 — 5,784 2
2019 202,174 193,377 — 8,784 13
2018 152,707 147,459 — 5,246 2
Prior 429,514 422,267 119 6,767 361
Revolving loans 552,544 543,767 — 8,643 134
Total $ 2,729,717 2,685,420 492 42,269 1,536
___________________________
1 Includes PPP loans.
31


December 31, 2021
(Dollars in thousands) Total Pass Special Mention Substandard Doubtful/
Loss
Commercial real estate loans
Term loans by origination year
2021 $ 2,679,564 2,677,540 — 2,024 —
2020 1,512,845 1,499,895 — 12,950 —
2019 952,039 919,091 — 32,948 —
2018 808,275 788,292 — 19,983 —
2017 665,733 624,018 — 41,715 —
Prior 1,677,875 1,621,819 — 56,030 26
Revolving loans 334,500 332,696 — 1,803 1
Total $ 8,630,831 8,463,351 — 167,453 27
Other commercial loans 1
Term loans by origination year
2021 $ 751,151 746,709 — 4,442 —
2020 429,500 420,547 — 8,952 1
2019 235,591 226,614 — 8,974 3
2018 188,009 179,679 — 8,329 1
2017 209,287 207,509 — 1,775 3
Prior 312,852 297,926 — 14,275 651
Revolving loans 537,800 507,258 — 30,526 16
Total $ 2,664,190 2,586,242 — 77,273 675
______________________________
1 Includes PPP loans.
32


For residential real estate, home equity and other consumer loan segments, the Company evaluates credit quality primarily on the aging status of the loan. The following tables present the amortized cost in residential real estate, home equity and other consumer loans based on payment performance:
September 30, 2022
(Dollars in thousands) Total Performing 30-89 Days Past Due Non-Accrual and 90 Days or More Past Due
Residential real estate loans
Term loans by origination year
2022 (year-to-date) $ 428,697 428,697 — —
2021 576,673 576,245 428 —
2020 122,837 122,596 108 133
2019 46,202 46,202 — —
2018 37,682 37,417 — 265
Prior 154,723 153,078 136 1,509
Revolving loans 1,554 1,554 — —
Total $ 1,368,368 1,365,789 672 1,907
Home equity loans
Term loans by origination year
2022 (year-to-date) $ 61 61 — —
2021 35 35 — —
2020 58 58 — —
2019 230 199 — 31
2018 622 622 — —
Prior 7,659 7,463 18 178
Revolving loans 784,891 782,629 928 1,334
Total $ 793,556 791,067 946 1,543
Other consumer loans
Term loans by origination year
2022 (year-to-date) $ 126,897 126,660 195 42
2021 102,979 102,597 299 83
2020 55,245 55,055 155 35
2019 22,762 22,360 233 169
2018 12,195 11,924 92 179
Prior 17,769 15,963 1,568 238
Revolving loans 38,756 38,732 22 2
Total $ 376,603 373,291 2,564 748

33


December 31, 2021
(Dollars in thousands) Total Performing 30-89 Days Past Due Non-Accrual and 90 Days or More Past Due
Residential real estate loans
Term loans by origination year
2021 $ 427,814 427,318 496 —
2020 179,395 178,016 1,232 147
2019 66,543 66,470 — 73
2018 51,095 50,816 — 279
2017 42,181 42,005 — 176
Prior 146,299 143,473 861 1,965
Revolving loans 138,556 138,556 — —
Total $ 1,051,883 1,046,654 2,589 2,640
Home equity loans
Term loans by origination year
2021 $ 871 871 — —
2020 303 303 — —
2019 1,293 1,260 — 33
2018 1,329 1,328 — 1
2017 886 886 — —
Prior 11,494 10,589 576 329
Revolving loans 720,112 717,089 1,518 1,505
Total $ 736,288 732,326 2,094 1,868
Other consumer loans
Term loans by origination year
2021 $ 151,407 150,910 469 28
2020 80,531 80,072 443 16
2019 37,036 36,647 187 202
2018 19,563 19,268 144 151
2017 8,591 8,506 78 7
Prior 17,763 15,968 1,589 206
Revolving loans 33,948 33,680 257 11
Total $ 348,839 345,051 3,167 621


34


Note 4. Leases

The Company leases certain land, premises and equipment from third parties. ROU assets for operating and finance leases are included in net premises and equipment and lease liabilities are included in other liabilities and other borrowed funds, respectively, on the Company’s statements of financial condition. The following table summarizes the Company’s leases:
September 30, 2022 December 31, 2021
(Dollars in thousands) Finance
Leases 		Operating
Leases 		Finance
Leases 		Operating
Leases
ROU assets $ 29,075 5,995
Accumulated depreciation ( 1,738 ) ( 516 )
Net ROU assets $ 27,337 44,160 5,479 44,699
Lease liabilities $ 27,839 47,264 5,781 47,901
Weighted-average remaining lease term 12 years 17 years 23 years 16 years
Weighted-average discount rate 3.3 % 3.5 % 2.6 % 3.4 %

Maturities of lease liabilities consist of the following:
September 30, 2022
(Dollars in thousands) Finance
Leases 		Operating
Leases
Maturing within one year $ 4,658 4,816
Maturing one year through two years 4,233 4,597
Maturing two years through three years 4,243 4,373
Maturing three years through four years 4,251 4,255
Maturing four years through five years 4,540 4,066
Thereafter 11,856 43,630
Total lease payments 33,781 65,737
Present value of lease payments
Short-term 3,835 3,255
Long-term 24,004 44,009
Total present value of lease payments 27,839 47,264
Difference between lease payments and present value of lease payments $ 5,942 18,473

The components of lease expense consist of the following:
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Finance lease cost
Amortization of ROU assets $ 837 61 1,227 184
Interest on lease liabilities 200 38 334 113
Operating lease cost 1,493 1,302 4,483 3,883
Short-term lease cost 101 93 314 261
Variable lease cost 259 264 903 759
Sublease income ( 11 ) ( 11 ) ( 35 ) ( 32 )
Total lease expense $ 2,879 1,747 7,226 5,168

35


Supplemental cash flow information related to leases is as follows:
Three Months ended
September 30, 2022 September 30, 2021
(Dollars in thousands) Finance
Leases 		Operating
Leases 		Finance
Leases 		Operating
Leases
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows $ 177 992 38 813
Financing cash flows 757 N/A 27 N/A

Nine Months ended
September 30, 2022 September 30, 2021
(Dollars in thousands) Finance
Leases 		Operating
Leases 		Finance
Leases 		Operating
Leases
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows $ 335 3,011 113 2,379
Financing cash flows 1,039 N/A 81 N/A

The Company also leases office space to third parties through operating leases. Rent income from these leases for the nine months ended September 30, 2022 and 2021 was not significant.

Note 5. Goodwill

The following schedule discloses the changes in the carrying value of goodwill:
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Net carrying value at beginning of period $ 985,393 514,013 985,393 514,013
Acquisitions and adjustments — — — —
Net carrying value at end of period $ 985,393 514,013 985,393 514,013


The Company performed its annual goodwill impairment test during the third quarter of 2022 and determined the fair value of
the aggregated reporting units exceeded the carrying value, such that the Company’s goodwill was not considered impaired. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline
in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. Accumulated impairment charges were $ 40,159,000 as of September 30, 2022 and December 31, 2021.
36



Note 6. Loan Servicing

Mortgage loans that are serviced for others are not reported as assets, only the servicing rights are recorded and included in other assets. The following schedules disclose the change in the carrying value of mortgage servicing rights that is included in other assets, principal balances of loans serviced and the fair value of mortgage servicing rights:
(Dollars in thousands) September 30,
2022 		December 31,
2021
Carrying value at beginning of period $ 12,839 8,976
Acquisitions — 1,354
Additions 1,984 4,435
Amortization ( 1,428 ) ( 1,926 )
Carrying value at end of period $ 13,395 12,839
Principal balances of loans serviced for others $ 1,652,764 1,639,058
Fair value of servicing rights $ 20,071 16,938

Note 7. Variable Interest Entities

A VIE is a partnership, limited liability company, trust or other legal entity that meets one of the following criteria: 1) the entity’s equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties; 2) the holders of the equity investment at risk, as a group, lack the characteristics of a controlling financial interest; and 3) the voting rights of some holders of the equity investment at risk are disproportionate to their obligation to absorb losses or receive returns, and substantially all of the activities are conducted on behalf of the holder of equity investment at risk with disproportionately few voting rights. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary, which is the party involved with the VIE that has both: 1) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and 2) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company’s VIEs are regularly monitored to determine if any reconsideration events have occurred that could cause the primary beneficiary status to change. A previously unconsolidated VIE is consolidated when the Company becomes the primary beneficiary. A previously consolidated VIE is deconsolidated when the Company ceases to be the primary beneficiary or the entity is no longer a VIE.

Consolidated Variable Interest Entities
The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). The NMTC program provides federal tax incentives to investors to make investments in distressed communities and promotes economic improvements through the development of successful businesses in these communities. The NMTC is available to investors over seven years and is subject to recapture if certain events occur during such period. The maximum exposure to loss in the CDEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each CDE (NMTC) investment and determined the Company does not individually meet the characteristics of a primary beneficiary; however, the related-party group does meet the criteria as a group and substantially all of the activities of the CDEs either involve or are conducted on behalf of the Company. As a result, the Company is the primary beneficiary of the CDEs and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements. The primary activities of the CDEs are recognized in commercial loans interest income and other borrowed funds interest expense on the Company’s statements of operations and the federal income tax credit allocations from the investments are recognized in the Company’s statements of operations as a component of income tax expense. Such related cash flows are recognized in loans originated, principal collected on loans and change in other borrowed funds.

The Bank is also the sole member of certain tax credit funds that make direct investments in qualified affordable housing projects (e.g., Low-Income Housing Tax Credit [“LIHTC”] partnerships). As such, the Company is the primary beneficiary of
37


these tax credit funds and their assets, liabilities, and results of operations are included in the Company’s consolidated financial statements.

The following table summarizes the carrying amounts of the consolidated VIEs’ assets and liabilities included in the Company’s statements of financial condition and are adjusted for intercompany eliminations. All assets presented can be used only to settle obligations of the consolidated VIEs and all liabilities presented consist of liabilities for which creditors and other beneficial interest holders therein have no recourse to the general credit of the Company.
(Dollars in thousands) September 30,
2022 		December 31,
2021
Assets
Loans receivable $ 146,763 121,625
Accrued interest receivable 758 519
Other assets 47,764 41,363
Total assets $ 195,285 163,507
Liabilities
Other borrowed funds $ 49,832 38,313
Accrued interest payable 376 117
Other liabilities 96 164
Total liabilities $ 50,304 38,594

Unconsolidated Variable Interest Entities
The Company has equity investments in LIHTC partnerships, both directly and through tax credit funds, with carrying values of $ 67,179,000 and $ 50,725,000 as of September 30, 2022 and December 31, 2021, respectively. The LIHTCs are indirect federal subsidies to finance low-income housing and are used in connection with both newly constructed and renovated residential rental buildings. Once a project is placed in service, it is generally eligible for the tax credit for ten years . To continue generating the tax credit and to avoid tax credit recapture, a LIHTC building must satisfy specific low-income housing compliance rules for a full fifteen years . The maximum exposure to loss in the VIEs is the amount of equity invested and credit extended by the Company. However, the Company has credit protection in the form of indemnification agreements, guarantees, and collateral arrangements. The Company has evaluated the variable interests held by the Company in each LIHTC investment and determined that the Company does not have controlling financial interests in such investments, and is not the primary beneficiary. The Company reports the investments in the unconsolidated LIHTCs as other assets on the Company’s statements of financial condition. There were no impairment losses on the Company’s LIHTC investments during the nine months ended September 30, 2022 and 2021. Future unfunded contingent equity commitments related to the Company’s LIHTC investments at September 30, 2022 are as follows:
(Dollars in thousands) Amount
Years ending December 31,
2022 $ 9,421
2023 30,880
2024 27,738
2025 4,345
2026 846
Thereafter 1,416
Total $ 74,646

The Company has elected to use the proportional amortization method, and more specifically the practical expedient method, for the amortization of all eligible LIHTC investments and amortization expense is recognized as a component of income tax expense. The following table summarizes the amortization expense and the amount of tax credits and other tax benefits recognized for qualified affordable housing project investments during the periods presented.
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Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Amortization expense
$ 3,009 1,604 8,999 6,330
Tax credits and other tax benefits recognized
4,009 2,983 11,986 9,260
The Company also owns the following trust subsidiaries, each of which issued trust preferred securities as capital instruments: Glacier Capital Trust II, Glacier Capital Trust III, Glacier Capital Trust IV, Citizens (ID) Statutory Trust I, Bank of the San Juans Bancorporation Trust I, First Company Statutory Trust 2001, First Company Statutory Trust 2003, FNB (UT) Statutory Trust I and FNB (UT) Statutory Trust II. The trust subsidiaries have no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the securities held by third parties. The trust subsidiaries are not included in the Company’s consolidated financial statements because the sole asset of each trust subsidiary is a receivable from the Company, even though the Company owns all of the voting equity shares of the trust subsidiaries, has fully guaranteed the obligations of the trust subsidiaries and may have the right to redeem the third party securities under certain circumstances. The Company reports the trust preferred securities issued to the trust subsidiaries as subordinated debentures on the Company’s statements of financial condition.

Note 8. Securities Sold Under Agreements to Repurchase

The following table summarizes the carrying value of the Company’s securities sold under agreements to repurchase (“repurchase agreements”) by remaining contractual maturity of the agreements and category of collateral:
Overnight and Continuous
(Dollars in thousands) September 30,
2022 		December 31,
2021
Residential mortgage-backed securities $ 887,483 1,020,794

The repurchase agreements are secured by debt securities with carrying values of $ 1,167,948,000 and $ 1,233,885,000 at September 30, 2022 and December 31, 2021, respectively. Securities are pledged to customers at the time of the transaction in an amount at least equal to the outstanding balance and are held in custody accounts by third parties. The fair value of collateral is continually monitored and additional collateral is provided as deemed appropriate.

Note 9. Derivatives and Hedging Activities

Cash Flow Hedges
The Company is exposed to certain risk relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest ra te risk. Interest rate caps have been entered into to manage interest rate risk associated with forecasted variable rate borrowings.

Interest Rate Cap Deriv atives. In March 2020, the Company purchased interest rate caps designated as cash flow hedges with notional amounts totaling $ 130,500,000 on its variable rate subordinated debentures and were determined to be fully effective during the nine months ended September 30, 2022. The interest rate caps require receipt of variable amounts from the counterparty when interest rates rise above the strike price in the contracts. The strike prices in the five year term contracts range from 1.5 percent to 2 percent 3 month LIBOR. At September 30, 2022 and December 31, 2021, the interest rate caps had a fair value of $ 7,643,000 and $ 934,000 , respectively, and were reported as other assets on the Company’s statements of financial condition. Changes in fair value were recorded in OCI. Amortization recorded on the interest rate caps totaled $ 126,000 for the nine months ended September 30, 2022 and 2021, respectively, and was reported as a component of interest expense on subordinated debentures.

The effect of cash flow hedge accounting on OCI for the periods ending September 30, 2022 and 2021 was as follows:
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Amount of gain recognized in OCI
$ 3,132 30 7,002 479
Amount of gain reclassified from OCI to net income
165 — 167 —
39


Residential Real Estate Derivatives
The Company enters into residential real estate derivatives for commitments (“interest rate locks”) to fund certain residential real estate loans to be sold into the secondary market. At September 30, 2022 and December 31, 2021, loan commitments with interest rate lock commitments totaled $ 61,773,000 and $ 151,038,000 , respectively. At September 30, 2022 and December 31, 2021, the fair value of the related derivatives on the interest rate lock commitments was $ 99,000 and $ 3,008,000 , respectively, and was included in other assets with corresponding changes recorded in gain on sale of loans. The Company enters into free-standing derivatives to mitigate interest rate risk for most residential real estate loans to be sold. These derivatives include forward commitments to sell to-be-announced (“TBA”) securities which are used to economically hedge the interest rate risk associated with such loans and unfunded commitments. At September 30, 2022 and December 31, 2021, TBA commitments were $ 37,000,000 and $ 116,500,000 , respectively. At September 30, 2022 the fair value of the related derivatives on the TBA securities was $ 1,752,000 and was included in other assets with the corresponding changes recorded in gain on sale of loans. At December 31, 2021, the fair value was $ 80,000 and was included in other liabilities with corresponding changes recorded in gain on sale of loans. The Company does not enter into a commitment to sell these loans to an investor until the loan is funded and is ready to be delivered to the investor. Due to the forward sales commitments being short-term in nature, the corresponding derivatives are not significant. For all other residential real estate loans to be sold, the Company enters into “best efforts” forward sales commitments for the future delivery of loans to third party investors when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. Forward sales commitments on a “best efforts” basis are not designated in hedge relationships until the loan is funded.

Note 10. Other Expenses

Other expenses consists of the following:
Three Months ended Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Consulting and outside services $ 3,462 3,003 11,871 7,918
Mergers and acquisition expenses 891 472 9,153 1,654
Debit card expenses 2,330 1,469 6,414 3,761
Loan expenses 2,041 1,649 5,811 5,028
VIE amortization and other expenses 1,744 1,668 5,457 4,342
Telephone 1,683 1,330 4,968 4,044
Employee expenses 1,487 953 4,008 2,137
Business development 1,705 1,360 4,002 3,230
Postage 1,023 894 3,124 2,729
Printing and supplies 1,020 840 3,047 2,453
Checking and operating expenses 618 307 1,804 1,061
Legal fees 477 283 1,768 1,075
Accounting and audit fees 304 172 1,202 865
Loss (gain) on dispositions of fixed assets 205 ( 65 ) ( 1,062 ) ( 1,463 )
Other 2,107 985 5,251 3,092
Total other expenses $ 21,097 15,320 66,818 41,926


40


Note 11. Accumulated Other Comprehensive (Loss) Income

The following table illustrates the activity within accumulated other comprehensive (loss) income by component, net of tax:
(Dollars in thousands) (Losses) Gains on Available-For-Sale and Transferred Debt Securities (Losses) Gains on Derivatives Used for Cash Flow Hedges Total
Balance at January 1, 2021 $ 143,443 ( 353 ) 143,090
Other comprehensive (loss) income before reclassifications ( 63,468 ) 359 ( 63,109 )
Reclassification adjustments for gains and transfers included in net income ( 650 ) — ( 650 )
Reclassification adjustments for amortization included in net income for transferred securities ( 1,672 ) — ( 1,672 )
Net current period other comprehensive (loss) income ( 65,790 ) 359 ( 65,431 )
Balance at September 30, 2021 $ 77,653 6 77,659
Balance at January 1, 2022 $ 27,038 321 27,359
Other comprehensive (loss) income before reclassifications ( 528,317 ) 5,233 ( 523,084 )
Reclassification adjustments for gains and transfers included in net income ( 583 ) ( 125 ) ( 708 )
Reclassification adjustments for amortization included in net income for transferred securities 1,285 — 1,285
Net current period other comprehensive (loss) income ( 527,615 ) 5,108 ( 522,507 )
Balance at September 30, 2022 $ ( 500,577 ) 5,429 ( 495,148 )

Note 12. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period presented. Diluted earnings per share is computed by including the net increase in shares as if dilutive outstanding restricted stock units were vested and stock options were exercised, using the treasury stock method.

Basic and diluted earnings per share has been computed based on the following:
Three Months ended Nine Months ended
(Dollars in thousands, except per share data) September 30,
2022 		September 30,
2021 		September 30,
2022 		September 30,
2021
Net income available to common stockholders, basic and diluted
$ 79,338 75,619 223,525 234,048
Average outstanding shares - basic 110,766,502 95,510,772 110,752,231 95,494,211
Add: dilutive restricted stock units and stock options
67,092 75,430 59,036 79,308
Average outstanding shares - diluted 110,833,594 95,586,202 110,811,267 95,573,519
Basic earnings per share $ 0.72 0.79 2.02 2.45
Diluted earnings per share $ 0.72 0.79 2.02 2.45
Restricted stock units and stock options excluded from the diluted average outstanding share calculation 1
3,008 — 6,323 —
______________________________
1 Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock unit or the exercise price of a stock option exceeds the market price of the Company’s stock.

41



Note 13. Fair Value of Assets and Liabilities

Fair value is defined as 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. There is a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:

Level 1    Quoted prices in active markets for identical assets or liabilities
Level 2    Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3    Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Transfers in and out of Level 1 (quoted prices in active markets), Level 2 (significant other observable inputs) and Level 3 (significant unobservable inputs) are recognized on the actual transfer date. There were no transfers between fair value hierarchy levels during the nine month periods ended September 30, 2022 and 2021.

Recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2022.

Debt securities, available-for-sal e. The fair value for available-for-sale debt securities is estimated by obtaining quoted market prices for identical assets, where available. If such prices are not available, fair value is based on independent asset pricing services and models, the inputs of which are market-based or independently sourced market parameters, including but not limited to, yield curves, interest rates, volatilities, market spreads, prepayments, defaults, recoveries, cumulative loss projections, and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. Where Level 1 or Level 2 inputs are not available, such securities are classified as Level 3 within the hierarchy.

Fair value determinations of available-for-sale debt securities are the responsibility of the Company’s corporate accounting and treasury departments. The Company obtains fair value estimates from independent third party vendors on a monthly basis. The vendors’ pricing system methodologies, procedures and system controls are reviewed to ensure they are appropriately designed and operating effectively. The Company reviews the vendors’ inputs for fair value estimates and the recommended assignments of levels within the fair value hierarchy. The review includes the extent to which markets for debt securities are determined to have limited or no activity, or are judged to be active markets. The Company reviews the extent to which observable and unobservable inputs are used as well as the appropriateness of the underlying assumptions about risk that a market participant would use in active markets, with adjustments for limited or inactive markets. In considering the inputs to the fair value estimates, the Company places less reliance on quotes that are judged to not reflect orderly transactions, or are non-binding indications. In assessing credit risk, the Company reviews payment performance, collateral adequacy, third party research and analyses, credit rating histories and issuers’ financial statements. For those markets determined to be inactive or limited, the valuation techniques used are models for which management has verified that discount rates are appropriately adjusted to reflect illiquidity and credit risk.

Loans held for sale, at fair value. Loans held for sale measured at fair value, for which an active secondary market and readily available market prices exist, are initially valued at the transaction price and are subsequently valued by using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors. Loans held for sale measured at fair value are classified within Level 2. Included in gain on sale of loans were net gains of $ 1,788,000 and net losses of $ 4,565,000 for the nine month periods ended September 30, 2022 and 2021, respectively, from the changes in fair value of loans held for sale measured at fair value. Electing to measure loans held for sale at fair value reduces certain timing differences and better matches changes in fair value of these assets with changes in the value of the derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting.

42


Loan interest rate lock commitments. F air value estimates for loan interest rate lock commitments were based upon the estimated sales price, origination fees, direct costs, interest rate changes, etc. and were obtained from an independent third party. The components of the valuation were observable or could be corroborated by observable market data and, therefore, were classified within Level 2 of the valuation hierarchy.

Forward commitments to sell TBA securities. Fo rward commitments to sell TBA securities are used to economically hedge the interest rate risk associated with certain loan commitments. The fair value estimates for the TBA commitments were based upon the estimated sale of the TBA hedge obtained from an independent third party. The components of the valuation were observable or could be corroborated by observable market data and, therefore, were classified within Level 2 of the valuation hierarchy.

Interest rate cap derivative financial instrum ents. F air value estimates for interest rate cap derivative financial instruments were based upon the discounted cash flows of known payments plus the option value of each caplet which incorporates market rate forecasts and implied market volatilities. The components of the valuation were observable or could be corroborated by observable market data and, therefore, were classified within Level 2 of the valuation hierarchy. The Company also obtained and compared the reasonableness of the pricing from independent third party valuations.

The following tables disclose the fair value measurement of assets and liabilities measured at fair value on a recurring basis:
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value
September 30, 2022
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
U.S. government and federal agency $ 443,466 — 443,466 —
U.S. government sponsored enterprises 288,532 — 288,532 —
State and local governments 411,855 — 411,855 —
Corporate bonds 83,731 — 83,731 —
Residential mortgage-backed securities 3,387,378 — 3,387,378 —
Commercial mortgage-backed securities 1,140,114 — 1,140,114 —
Loans held for sale, at fair value 21,720 — 21,720 —
Interest rate caps 7,643 — 7,643 —
Interest rate locks 99 — 99 —
TBA hedge 1,752 — 1,752 —
Total assets measured at fair value
on a recurring basis
$ 5,786,290 — 5,786,290 —

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Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Fair Value December 31, 2021 Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Debt securities, available-for-sale
U.S. government and federal agency $ 1,346,749 — 1,346,749 —
U.S. government sponsored enterprises 240,693 — 240,693 —
State and local governments 488,858 — 488,858 —
Corporate bonds 180,752 — 180,752 —
Residential mortgage-backed securities 5,699,659 — 5,699,659 —
Commercial mortgage-backed securities 1,214,138 — 1,214,138 —
Loans held for sale, at fair value
60,797 — 60,797 —
Interest rate caps 934 — 934 —
Interest rate locks
3,008 — 3,008 —
Total assets measured at fair value on a recurring basis
$ 9,235,588 — 9,235,588 —
TBA hedge $ 80 — 80 —
Total liabilities measured at fair value on a recurring basis
$ 80 — 80 —

Non-recurring Measurements
The following is a description of the inputs and valuation methodologies used for assets recorded at fair value on a non-recurring basis, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the period ended September 30, 2022.

Other real estate owned. OREO is initially recorded at fair value less estimated cost to sell, establishing a new cost basis. OREO is subsequently accounted for at lower of cost or fair value less estimated cost to sell. Estimated fair value of OREO is based on appraisals or evaluations (new or updated). OREO is classified within Level 3 of the fair value hierarchy.

Collateral-dependent loans, net of ACL. Fair value estimates of collateral-dependent loans that are individually reviewed are based on the fair value of the collateral, less estimated cost to sell. Collateral-dependent individually reviewed loans are classified within Level 3 of the fair value hierarchy.

The Company’s credit department reviews appraisals for OREO and collateral-dependent loans, giving consideration to the highest and best use of the collateral. The appraisal or evaluation (new or updated) is considered the starting point for determining fair value. The valuation techniques used in preparing appraisals or evaluations (new or updated) include the cost approach, income approach, sales comparison approach, or a combination of the preceding valuation techniques. The key inputs used to determine the fair value of the collateral-dependent loans and OREO include selling costs, discounted cash flow rate or capitalization rate, and adjustment to comparables. Valuations and significant inputs obtained by independent sources are reviewed by the Company for accuracy and reasonableness. The Company also considers other factors and events in the environment that may affect the fair value. The appraisals or evaluations (new or updated) are reviewed at least quarterly and more frequently based on current market conditions, including deterioration in a borrower’s financial condition and when property values may be subject to significant volatility. After review and acceptance of the collateral appraisal or evaluation (new or updated), adjustments to the impaired loan or OREO may occur. The Company generally obtains appraisals or evaluations (new or updated) annually.

44


The following tables disclose the fair value measurement of assets with a recorded change during the period resulting from re-measuring the assets at fair value on a non-recurring basis:
Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Fair Value
September 30, 2022
Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Collateral-dependent impaired loans, net of ACL $ 1,535 — — 1,535
Total assets measured at fair value
on a non-recurring basis
$ 1,535 — — 1,535

Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Fair Value December 31, 2021 Quoted Prices
in Active  Markets
for Identical
Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Collateral-dependent impaired loans, net of ACL $ 22,036 — — 22,036
Total assets measured at fair value
on a non-recurring basis
$ 22,036 — — 22,036


Non-recurring Measurements Using Significant Unobservable Inputs (Level 3)
The following tables present additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
Fair Value
September 30, 2022
Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands) Valuation Technique Unobservable Input
Range
(Weighted-Average) 1
Collateral-dependent
impaired loans, net of ACL
$ 1,535 Cost approach Selling costs
10.0 % - 10.0 % ( 10.0 %)

Fair Value December 31, 2021 Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands) Valuation Technique Unobservable Input
Range
(Weighted-Average) 1
Collateral-dependent
loans, net of ACL
$ 20,934 Cost approach Selling costs
10.0 % - 10.0 % ( 10.0 %)
1,102 Sales comparison approach Selling Costs
5.0 % - 10.0 % ( 6.7 %)
Adjustment to comparables
0.0 % - 10.0 % ( 6.0 %)
$ 22,036
______________________________
1 The range for selling cost inputs represents reductions to the fair value of the assets.


45


Fair Value of Financial Instruments
The following tables present the carrying amounts, estimated fair values and the level within the fair value hierarchy of the Company’s financial instruments not carried at fair value. Receivables and payables due in one year or less, equity securities without readily determinable fair values and deposits with no defined or contractual maturities are excluded. There have been no significant changes in the valuation techniques during the period ended September 30, 2022.

Cash and cash equivalents : fair value is estimated at book value.

Debt securities, held-to-maturity : fair value for held-to-maturity debt securities is estimated in the same manner as available-for sale debt securities, which is described above.

Loans receivable, net of ACL : The loans were fair valued on an individual basis, with consideration given to the loans' underlying characteristics, including account types, remaining terms and balance, interest rates, past delinquencies, current market rates, etc. The model utilizes a discounted cash flow approach to estimate the fair value of the loans using various assumptions such as prepayment speeds, projected default probabilities, losses given defaults, etc. The discounted cash flow approach models the credit losses directly in the projected cash flows. The model applies various assumptions regarding credit, interest, and prepayment risks for the loans based on loan types, payment types and fixed or variable classifications.

Term Deposits : fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The market rates used were obtained from an independent third party based on current rates offered by the Company’s regional competitors.

Repurchase agreements and other borrowed funds : fair value of term repurchase agreements and other term borrowings is estimated based on current repurchase rates and borrowing rates currently available to the Company for repurchases and borrowings with similar terms and maturities. The estimated fair value for overnight repurchase agreements and other borrowings is book value.

Subordinated debentures : fair value of the subordinated debt is estimated by discounting the estimated future cash flows using current estimated market rates obtained from an independent third party.

Off-balance sheet financial instrument s: unused lines of credit and letters of credit represent the principal categories of off-balance sheet financial instruments. The fair value of commitments is based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of unused lines of credit and letters of credit is not material; therefore, such commitments are not included in the following tables.
46


Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands)
Carrying Amount
September 30, 2022
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Financial assets
Cash and cash equivalents $ 425,212 425,212 — —
Debt securities, held-to-maturity 3,756,634 — 3,257,941 —
Loans receivable, net of ACL 14,673,042 — — 14,500,180
Total financial assets $ 18,854,888 425,212 3,257,941 14,500,180
Financial liabilities
Term deposits $ 907,560 — 907,283 —
FHLB advances 705,000 — 705,000 —
Repurchase agreements and
other borrowed funds
965,154 — 965,154 —
Subordinated debentures 132,742 — 122,479 —
Total financial liabilities $ 2,710,456 — 2,699,916 —

Fair Value Measurements
At the End of the Reporting Period Using
(Dollars in thousands) Carrying Amount December 31, 2021 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) 		Significant
Other
Observable
Inputs
(Level 2) 		Significant
Unobservable
Inputs
(Level 3)
Financial assets
Cash and cash equivalents $ 437,686 437,686 — —
Debt securities, held-to-maturity 1,199,164 — 1,220,883 —
Loans receivable, net of ACL 13,259,366 — — 13,422,898
Total financial assets $ 14,896,216 437,686 1,220,883 13,422,898
Financial liabilities
Term deposits $ 1,036,077 — 1,040,100 —
Repurchase agreements and
other borrowed funds
1,064,888 — 1,064,888 —
Subordinated debentures 132,620 — 131,513 —
Total financial liabilities $ 2,233,585 — 2,236,501 —


47



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

The following discussion is intended to provide a more comprehensive review of the Glacier Bancorp, Inc.’s (“Company”) operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.”

FORWARD-LOOKING STATEMENTS

This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about management’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as applicable, in this report and the Company’s 2021 Annual Report on Form 10-K, the following factors, among others, could cause actual results to differ materially from the anticipated results:
• the risks associated with lending and potential adverse changes in the credit quality of loans in the Company’s portfolio;
• changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and margin, overall profitability, and stockholders’ equity;
• legislative or regulatory changes, as well as increased banking and consumer protection regulation, that may adversely affect the Company’s business;
• ability to complete pending or prospective future acquisitions;
• costs or difficulties related to the completion and integration of acquisitions;
• the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;
• reduced demand for banking products and services;
• the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain and maintain customers;
• competition among financial institutions in the Company's markets may increase significantly;
• the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;
• the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;
• consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;
• dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (the “Bank”) divisions;
• material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;
• natural disasters, including fires, floods, earthquakes, and other unexpected events;
• the Company’s success in managing risks involved in the foregoing;
• the effects from military action in Ukraine, including the broader impacts to financial markets and economic conditions; and
• the effects of any reputational damage to the Company resulting from any of the foregoing.

Forward-looking statements speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

48



MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Highlights
At or for the Three Months ended At or for the Nine Months ended
(Dollars in thousands, except per share and market data)
Sep 30,
2022 		Jun 30,
2022 		Mar 31,
2022 		Sep 30,
2021 		Sep 30,
2022 		Sep 30,
2021
Operating results
Net income $ 79,338 76,392 67,795 75,619 223,525 234,048
Basic earnings per share $ 0.72 0.69 0.61 0.79 2.02 2.45
Diluted earnings per share $ 0.72 0.69 0.61 0.79 2.02 2.45
Dividends declared per share $ 0.33 0.33 0.33 0.32 0.99 0.95
Market value per share
Closing $ 49.13 47.42 50.28 55.35 49.13 55.35
High $ 56.10 51.40 60.69 56.84 60.69 67.35
Low $ 46.08 44.43 49.61 48.62 44.43 44.55
Selected ratios and other data
Number of common stock shares outstanding
110,766,954 110,766,287 110,763,316 95,512,659 110,766,954 95,512,659
Average outstanding shares - basic 110,766,502 110,765,379 110,724,655 95,510,772 110,752,231 95,494,211
Average outstanding shares - diluted 110,833,594 110,794,982 110,800,001 95,586,202 110,811,267 95,573,519
Return on average assets
(annualized) 		1.18 % 1.16 % 1.06 % 1.43 % 1.13 % 1.57 %
Return on average equity
(annualized) 		10.94 % 10.55 % 8.97 % 12.49 % 10.14 % 13.27 %
Efficiency ratio 52.76 % 55.74 % 57.11 % 50.17 % 55.14 % 48.94 %
Dividend payout ratio 45.83 % 47.83 % 54.10 % 40.51 % 49.01 % 38.78 %
Loan to deposit ratio 67.98 % 66.26 % 63.52 % 65.06 % 67.98 % 65.06 %
Number of full time equivalent employees
3,396 3,439 3,439 2,978 3,396 2,978
Number of locations 222 224 223 194 222 194
Number of ATMs 272 274 273 250 272 250

The Company reported net income of $79.3 million for the current quarter, an increase of $3.7 million, or 5 percent, from the $75.6 million of net income for the prior year third quarter. Diluted earnings per share for the current quarter was $0.72 per share, a decrease of 9 percent from the prior year third quarter diluted earnings per share of $0.79. The $3.7 million increase in third quarter earnings over the prior year third quarter was driven primarily by the acquisition of Altabancorp and its Altabank subsidiary (“Alta”) and organic loan growth which more than offset the $10.1 million decrease in gain on the sale of residential loans, a $12.7 million decrease in the PPP related income and an increase of $7.6 million of provision for credit loss.

Net income for the nine months ended September 30, 2022 was $224 million, a decrease of $10.5 million, or 5 percent, from the $234 million net income for the first nine months of the prior year. Diluted earnings per share for the first nine months of 2022 was $2.02 per share, a decrease of 18 percent from the prior year first nine months earnings per share of $2.45. The $10.5 million decrease in net income over the prior year first nine months was driven primarily by a $38.3 million decrease in the PPP related income, a $33.8 million decrease in gain on the sale of residential loans, an increase of $18.7 million of provision for credit loss, and a $7.5 million increase in acquisition-related expenses which more than offset the net income increases from organic growth and the acquisition of Alta on October 1, 2021.
49


Financial Condition Analysis

Assets
The following table summarizes the Company’s assets as of the dates indicated:
$ Change from
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021
Cash and cash equivalents $ 425,212 415,406 437,686 348,888 9,806 (12,474) 76,324
Debt securities, available-for-sale
5,755,076 6,209,199 9,170,849 7,390,580 (454,123) (3,415,773) (1,635,504)
Debt securities, held-to-maturity
3,756,634 3,788,486 1,199,164 1,128,299 (31,852) 2,557,470 2,628,335
Total debt securities
9,511,710 9,997,685 10,370,013 8,518,879 (485,975) (858,303) 992,831
Loans receivable
Residential real estate 1,368,368 1,261,119 1,051,883 781,538 107,249 316,485 586,830
Commercial real estate
9,582,989 9,310,070 8,630,831 6,912,569 272,919 952,158 2,670,420
Other commercial 2,729,717 2,685,392 2,664,190 2,598,616 44,325 65,527 131,101
Home equity 793,556 773,582 736,288 660,920 19,974 57,268 132,636
Other consumer 376,603 369,592 348,839 340,248 7,011 27,764 36,355
Loans receivable 14,851,233 14,399,755 13,432,031 11,293,891 451,478 1,419,202 3,557,342
Allowance for credit losses
(178,191) (172,963) (172,665) (153,609) (5,228) (5,526) (24,582)
Loans receivable, net
14,673,042 14,226,792 13,259,366 11,140,282 446,250 1,413,676 3,532,760
Other assets 2,122,990 2,050,122 1,873,580 1,305,970 72,868 249,410 817,020
Total assets $ 26,732,954 26,690,005 25,940,645 21,314,019 42,949 792,309 5,418,935

Total debt securities of $9.512 billion at September 30, 2022 decreased $486 million, or 5 percent, during the current quarter and increased $993 million, or 12 percent, from the prior year third quarter. Debt securities represented 36 percent of total assets at September 30, 2022 compared to 40 percent at December 31, 2021 and 40 percent of total assets at September 30, 2021.

Excluding the PPP loans, during the current quarter the loan portfolio increased $457 million, or 13 percent annualized, with the largest dollar increase in commercial real estate which increased $273 million, or 12 percent annualized. Excluding the PPP loans and loans from the acquisition of Alta, the loan portfolio increased $2.026 billion, or 19 percent, from the prior year third quarter with the largest dollar increase in commercial real estate loans which increased $1.267 billion, or 18 percent.

As of September 30, 2022, the Company had $10.1 million of PPP loans remaining. In the current quarter, the Company recognized $222 thousand of interest income (including deferred fees and costs) from the PPP loans. Net deferred fees remaining on the balance of the PPP loans at September 30, 2022 was $181 thousand.
50


Liabilities
The following table summarizes the Company’s liabilities as of the dates indicated:
$ Change from
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021
Deposits
Non-interest bearing deposits
$ 8,294,363 8,061,304 7,779,288 6,632,402 233,059 515,075 1,661,961
NOW and DDA accounts
5,462,707 5,432,333 5,301,832 4,299,244 30,374 160,875 1,163,463
Savings accounts
3,305,333 3,296,561 3,180,046 2,502,268 8,772 125,287 803,065
Money market deposit accounts
3,905,676 4,021,102 4,014,128 3,123,425 (115,426) (108,452) 782,251
Certificate accounts
907,560 968,382 1,036,077 919,852 (60,822) (128,517) (12,292)
Core deposits, total
21,875,639 21,779,682 21,311,371 17,477,191 95,957 564,268 4,398,448
Wholesale deposits
4,003 4,001 25,878 26,123 2 (21,875) (22,120)
Deposits, total
21,879,642 21,783,683 21,337,249 17,503,314 95,959 542,393 4,376,328
Securities sold under agreements to repurchase
887,483 968,197 1,020,794 1,040,939 (80,714) (133,311) (153,456)
Federal Home Loan Bank advances
705,000 580,000 — — 125,000 705,000 705,000
Other borrowed funds 77,671 66,200 44,094 33,671 11,471 33,577 44,000
Subordinated debentures 132,742 132,701 132,620 132,580 41 122 162
Other liabilities 278,059 262,985 228,266 215,899 15,074 49,793 62,160
Total liabilities $ 23,960,597 23,793,766 22,763,023 18,926,403 166,831 1,197,574 5,034,194

Core deposits of $21.876 billion increased $96.0 million, or 2 percent annualized, during the current quarter and non-interest bearing deposits increased $233 million, or 12 percent annualized, during the current quarter. Excluding the Alta acquisition, core deposits increased $1.125 billion, or 6 percent, from the prior year third quarter. Non-interest bearing deposits were 38 percent of total core deposits at September 30, 2022 compared to 37 percent at December 31, 2021 and 38 percent at September 30, 2021.

Federal Home Loan Bank (“FHLB”) advances increased $125 million during the current quarter and $705 million during the first nine months of 2022 to support liquidity needs driven by the increase in the loan portfolio.




51


Stockholders’ Equity
The following table summarizes the stockholders’ equity balances as of the dates indicated:
$ Change from
(Dollars in thousands, except per share data)
Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021
Common equity $ 3,267,505 3,223,451 3,150,263 2,309,957 44,054 117,242 957,548
Accumulated other comprehensive income
(495,148) (327,212) 27,359 77,659 (167,936) (522,507) (572,807)
Total stockholders’ equity
2,772,357 2,896,239 3,177,622 2,387,616 (123,882) (405,265) 384,741
Goodwill and core deposit intangible, net
(1,029,658) (1,032,323) (1,037,652) (562,058) 2,665 7,994 (467,600)
Tangible stockholders’ equity
$ 1,742,699 1,863,916 2,139,970 1,825,558 (121,217) (397,271) (82,859)
Stockholders’ equity to total assets
10.37 % 10.85 % 12.25 % 11.20 %
Tangible stockholders’ equity to total tangible assets
6.78 % 7.26 % 8.59 % 8.80 %
Book value per common share
$ 25.03 26.15 28.71 25.00 (1.12) (3.68) 0.03
Tangible book value per common share
$ 15.73 16.83 19.33 19.11 (1.10) (3.60) (3.38)

Tangible stockholders’ equity of $1.743 billion at September 30, 2022 decreased $121.2 million, or 7 percent, from the prior quarter which was primarily driven by the increase in the unrealized loss on the available-for-sale (“AFS”) debt securities during the current quarter which was due to a continued increase in interest rates. Tangible stockholders’ equity at September 30, 2022 decreased $82.9 million, or 5 percent, from the prior year third quarter which was due to a significant increase in the unrealized loss on the AFS debt securities and increases in goodwill and core deposit intangibles from the Alta acquisition which was partially offset by the $840 million of Company common stock issued for the acquisition of Alta. Tangible book value per common share of $15.73 at the current quarter end decreased $1.10 per share, or 7 percent, from the prior quarter and decreased $3.38 per share, or 18 percent, from the prior year third quarter primarily as a result of the increase in the unrealized loss on AFS debt securities.

Cash Dividend
On September 28, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.33 per share. The dividend was payable October 20, 2022 to shareholders of record on October 11, 2022. The dividend was the Company’s 150th consecutive dividend. Future cash dividends will depend on a variety of factors, including net income, capital, asset quality, general economic conditions and regulatory considerations.

52


Operating Results for Three Months Ended September 30, 2022
Compared to June 30, 2022, March 31, 2022, and September 30, 2021

Income Summary
The following table summarizes income for the periods indicated:
Three Months ended $ Change from
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Mar 31,
2022 		Sep 30,
2021 		Jun 30,
2022 		Mar 31,
2022 		Sep 30,
2021
Net interest income
Interest income $ 214,402 199,637 190,516 166,741 14,765 23,886 47,661
Interest expense 9,075 6,199 4,961 4,128 2,876 4,114 4,947
Total net interest income 205,327 193,438 185,555 162,613 11,889 19,772 42,714
Non-interest income
Service charges and other fees
18,970 17,309 17,111 15,154 1,661 1,859 3,816
Miscellaneous loan fees and charges
4,040 3,850 3,555 2,592 190 485 1,448
Gain on sale of loans 3,846 4,996 9,015 13,902 (1,150) (5,169) (10,056)
(Loss) gain on sale of investments (85) (260) 446 (168) 175 (531) 83
Other income 3,635 2,385 3,436 3,335 1,250 199 300
Total non-interest income
30,406 28,280 33,563 34,815 2,126 (3,157) (4,409)
Total income $ 235,733 221,718 219,118 197,428 14,015 16,615 38,305
Net interest margin (tax-equivalent)
3.34 % 3.23 % 3.20 % 3.39 %

Net Interest Income
The current quarter net interest income of $205 million increased $11.9 million, or 6 percent, compared to the prior quarter and increased $42.7 million, or 26 percent, from the prior year third quarter. The current quarter interest income of $214 million increased $14.8 million, or 7 percent, over the prior quarter and was driven primarily by the increase in the loan portfolio and an increase in loan portfolio yields. The current quarter interest income increased $47.7 million over the prior year third quarter primarily due to $30.9 million of interest income from Altabank division and organic loan growth, which more than offset the $12.7 million decrease in interest income from the PPP loans. The current quarter net interest income, on a tax equivalent basis, was $211 million.

The current quarter interest expense of $9.1 million increased $2.9 million, or 46 percent, over the prior quarter and increased $4.9 million, or 120 percent, over the prior year third quarter primarily the result of an increase in borrowings to support the Company’s liquidity needs. Core deposit cost was 6 basis points in each of the current quarter, prior quarter and the prior year third quarter. The total cost of funding (including non-interest bearing deposits) was 15 basis points in the current quarter compared to 11 basis points in the prior quarter and 9 basis points in the prior year third quarter which was driven by the increased borrowings and borrowing rates.

The Company’s net interest margin as a percentage of earning assets, on a tax-equivalent basis, for the current quarter was 3.34 percent compared to 3.23 percent in the prior quarter and 3.39 percent in the prior year third quarter. The core net interest margin, excluding 4 basis points of discount accretion, 1 basis point from non-accrual interest and no impact from the PPP loans, was 3.29 percent compared to 3.16 in the prior quarter and 3.17 percent in the prior year third quarter. The core net interest margin increased 13 basis points in the current quarter as a result of increased core loan yields which more than offset the increase in borrowing yields. The core loan yield of 4.60 percent in the current quarter increased 19 basis points from the prior quarter core loan yield of 4.41 percent.
53


Non-interest Income
Non-interest income for the current quarter totaled $30.4 million which was an increase of $2.1 million, or 8 percent, over the prior quarter. Non-interest income for the current quarter decreased $4.4 million, or 13 percent, over the same quarter last year with the decrease primarily driven by the decrease in gain on sale of residential loans. Gain on the sale of residential loans of $3.8 million for the current quarter decreased $1.2 million, or 23 percent, compared to the prior quarter and decreased $10.1 million, or 72 percent, from the prior year third quarter. The current quarter mortgage activity was lower than prior periods as a result of the continued reduction in residential purchase and refinance activity as mortgage rates continued to rise.

Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
Three Months ended $ Change from
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Mar 31,
2022 		Sep 30,
2021 		Jun 30,
2022 		Mar 31,
2022 		Sep 30,
2021
Compensation and employee benefits
$ 80,612 79,803 79,074 66,364 809 1,538 14,248
Occupancy and equipment 10,797 10,766 10,964 9,412 31 (167) 1,385
Advertising and promotions 3,768 3,766 3,232 3,236 2 536 532
Data processing 7,716 7,553 7,475 5,135 163 241 2,581
Other real estate owned 66 6 — 142 60 66 (76)
Regulatory assessments and insurance
3,339 3,085 3,055 2,011 254 284 1,328
Core deposit intangibles amortization
2,665 2,665 2,664 2,488 — 1 177
Other expenses 21,097 21,877 23,844 15,320 (780) (2,747) 5,777
Total non-interest expense $ 130,060 129,521 130,308 104,108 539 (248) 25,952

Total non-interest expense of $130 million for the current quarter increased $539 thousand, or 42 basis points, over the prior quarter. Acquisition-related expenses was $892 thousand in the current quarter compared to $2.1 million in the prior quarter and $472 thousand in the prior year third quarter.

Total non-interest expense increased $26.0 million, or 25 percent, over the prior year third quarter which was primarily driven by the acquisition of Alta. Excluding $17.5 million of non-interest expense from the Altabank division and acquisition-related expenses, non-interest expense increased $8.1 million, or 8 percent, from the prior year third quarter. The increase includes $5.8 million from compensation and employee benefits driven by the increased number of employees and annual salary increases, and a $1.7 million increase in data processing expenses.

Efficiency Ratio
The efficiency ratio was 52.76 percent in the current quarter compared to 55.74 percent in the prior quarter and 50.17 in the prior year third quarter. Excluding acquisition-related expenses, the efficiency ratio would have been 52.39 percent in the current quarter compared to 54.84 percent in the prior quarter and 49.94 percent in the prior year third quarter. The increase in the efficiency ratio from the prior year third quarter was driven by the decrease in gain on the sale of residential loans.
54


Provision for Credit Losses for Loans
The following table summarizes provision for credit losses for loans, net charge-offs and select ratios relating to provision for credit losses for the previous eight quarters:
(Dollars in thousands) Provision for Credit Losses on Loans Net Charge-Offs
(Recoveries) 		Allowance for
Credit Losses
as a Percent
of Loans 		Accruing
Loans 30-89
Days Past Due
as a Percent of
Loans 		Non-Performing
Assets to
Total Sub-sidiary Assets
Third quarter 2022 $ 8,382 $ 3,154 1.20 % 0.07 % 0.13 %
Second quarter 2022 (1,353) 1,843 1.20 % 0.12 % 0.16 %
First quarter 2022 4,344 850 1.28 % 0.12 % 0.24 %
Fourth quarter 2021 19,301 616 1.29 % 0.38 % 0.26 %
Third quarter 2021 2,313 152 1.36 % 0.23 % 0.24 %
Second quarter 2021 (5,723) (725) 1.35 % 0.11 % 0.26 %
First quarter 2021 489 2,286 1.39 % 0.40 % 0.19 %
Fourth quarter 2020 (1,528) 4,781 1.42 % 0.20 % 0.19 %

The current quarter credit loss expense of $8.3 million included $8.4 million of credit loss expense from loans and $41 thousand of credit loss benefit from unfunded loan commitments. The allowance for credit losses on loans (“ACL”) as a percentage of total loans outstanding at September 30, 2022 was 1.20 percent which was the same compared to the prior quarter and a 16 basis points decrease from the prior year third quarter.

Net charge-offs for the current quarter of $3.2 million compared to $1.8 million for the prior quarter and $152 thousand from the same quarter last year. Net charge-offs of $3.2 million included $2.2 million in deposit overdraft net charge-offs and $962 thousand of loan net charge-offs. The current quarter provision for credit loss expense for loans was $8.4 million which was an increase of $9.7 million from the prior quarter which was driven by the organic loan growth and current quarter charged-off loans. Current quarter provision for credit loss expense for loans increased $6.1 million from the prior year third quarter provision for credit loss expense of $2.3 million. Loan portfolio growth, composition, average loan size, credit quality considerations, economic forecasts and other environmental factors will continue to determine the level of the provision for credit losses for loans.

The determination of the allowance for credit losses (“ACL” or “allowance”) on loans and the related provision for credit losses is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses. For additional information on the allowance, see the Allowance For Credit Losses section under “Additional Management’s Discussion and Analysis.”


55



Operating Results for Nine Months Ended September 30, 2022
Compared to September 30, 2021

Income Summary
The following table summarizes income for the periods indicated:
Nine Months ended
(Dollars in thousands) Sep 30,
2022 		Sep 30,
2021 		$ Change % Change
Net interest income
Interest income $ 604,555 488,249 116,306 24 %
Interest expense 20,235 13,355 6,880 52 %
Total net interest income 584,320 474,894 109,426 23 %
Non-interest income
Service charges and other fees
53,390 41,741 11,649 28 %
Miscellaneous loan fees and charges
11,445 8,293 3,152 38 %
Gain on sale of loans 17,857 51,632 (33,775) (65) %
Gain on sale of debt securities 101 55 46 84 %
Other income 9,456 8,737 719 8 %
Total non-interest income
92,249 110,458 (18,209) (16) %
Total income $ 676,569 585,352 91,217 16 %
Net interest margin (tax-equivalent)
3.26 % 3.52 %

Net Interest Income
Net-interest income of $584 million for the first nine months of 2022 increased $109 million, or 23 percent, over the same period in 2021. Interest income of $605 million for the first nine months of the current year increased $116 million, or 24 percent, from the prior year and was primarily attributable to $89.9 million of interest income from Alta division and organic growth. Interest expense of $20.2 million for the first nine months of 2022 increased $6.9 million, or 52 percent over the prior year. The total funding cost (including non-interest bearing deposits) for the first nine months of 2022 was 12 basis points, which increased 2 basis point compared to 10 basis points in first nine months of 2021 driven by the increased borrowing rates.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during the first nine months of 2022 was 3.26 percent, a 26 basis points decrease from the net interest margin of 3.52 percent for the same period in the prior year. The core net interest margin, excluding 5 basis points of discount accretion, 1 basis point of non-accrual interest and 2 basis points increase from the PPP loans, was 3.18 which was a 17 basis point decrease from the core margin of 3.35 percent in the prior year.

Non-interest Income
Non-interest income of $92.2 million for the first nine months of 2022 decreased $18.2 million, or 16 percent, over the same period last year and was primarily attributable to the $33.8 million, or 65 percent, decrease in gain on sale of residential loans. Service charges and other fees of $53.4 million for the first nine months of 2022 increased $11.6 million, or 28 percent, from the prior year same period as a result of additional fees from increased customer accounts, transaction activity and the acquisition of Alta. Miscellaneous loan fees and charges increased $3.2 million, or 38 percent, primarily driven by increases in credit card interchange fees due to increased activity.

56


Non-interest Expense
The following table summarizes non-interest expense for the periods indicated:
Nine Months ended
(Dollars in thousands) Sep 30,
2022 		Sep 30,
2021 		$ Change % Change
Compensation and employee benefits
$ 239,489 $ 192,941 $ 46,548 24 %
Occupancy and equipment 32,527 28,135 4,392 16 %
Advertising and promotions 10,766 8,513 2,253 26 %
Data processing 22,744 16,002 6,742 42 %
Other real estate owned 72 202 (130) (64) %
Regulatory assessments and insurance
9,479 5,592 3,887 70 %
Core deposit intangibles amortization
7,994 7,464 530 7 %
Other expenses 66,818 41,926 24,892 59 %
Total non-interest expense $ 389,889 $ 300,775 $ 89,114 30 %

Total non-interest expense of $390 million for the first nine months of 2022 increased $89.1 million, or 30 percent, over the prior year same period. Excluding $59.1 million of non-interest expense from the Altabank division, $6.7 million from deferred compensation on the PPP loans in the prior year, and acquisition-related expenses, non-interest expense increased $21.7 million, or 7 percent, from the prior year first nine months. Excluding the Alta division, compensation and employee benefits increased $18.6 million, or 10 percent, from prior year due to increased number of employees and salary increases. Other expenses for the first nine months of 2022 increased $24.9 million over prior year same period and was primarily driven by expenses related to the Alta division and a $7.5 million increase in acquisition related expenses. Acquisition-related expenses were $9.2 million in the current year compared to $1.7 million in the prior year same period.

Efficiency Ratio
The efficiency ratio was 55.14 percent for the first nine months of 2022 compared to 48.94 percent for the same period last year. Excluding the impact from the PPP loans and acquisition related expenses, the efficiency ratio was 54.22 in 2022 compared to 51.84 in 2021 with the increase driven by the decrease in gain on the sale of residential loans and the increase in non-interest expense.

Provision for Credit Losses
The provision for credit loss expense was $13.8 million for the first nine months of 2022, including provision for credit loss expense of $11.4 million on the loan portfolio and credit loss expense of $2.4 million on unfunded loan commitments. The provision for credit loss expense of $11.4 million on the loan portfolio in the current year increased $14.3 million over the provision for credit loss benefit of $2.9 million in the prior year which was primarily attributable to organic loan growth. Net charge-offs during the current year were $5.8 million compared to $1.7 million during the prior year.
57


ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity
The Company’s investment securities primarily consist of debt securities classified as either available-for-sale or held-to-maturity. Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines.

Debt Securities
Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. During the first quarter of the current year, the Company transferred $2.2 billion of available-for-sale securities with an unrealized net loss of $55.7 million into the held-to-maturity portfolio after determining it had the intent and ability to hold such securities until maturity. During the first quarter of 2021, the Company transferred $404 million of available-for-sale securities with an unrealized net gain of $3.8 million into the held-to-maturity portfolio after determining it had the intent and ability to hold such securities until maturity. The Company transferred an additional $440 million of available-for-sale securities with an unrealized net gain of $40.6 million into held-to-maturity portfolio during the second quarter of 2021. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:
September 30, 2022 December 31, 2021 September 30, 2021
(Dollars in thousands) Carrying Amount Percent Carrying Amount Percent Carrying Amount Percent
Available-for-sale
U.S. government and federal agency $ 443,466 5 % $ 1,346,749 13 % $ 31,373 1 %
U.S. government sponsored enterprises 288,532 3 % 240,693 2 % 47,051 1 %
State and local governments 411,855 4 % 488,858 5 % 508,691 6 %
Corporate bonds 83,731 1 % 180,752 2 % 198,119 2 %
Residential mortgage-backed securities 3,387,378 35 % 5,699,659 55 % 5,491,345 64 %
Commercial mortgage-backed securities 1,140,114 12 % 1,214,138 12 % 1,114,001 13 %
Total available-for-sale
5,755,076 60 % 9,170,849 89 % 7,390,580 87 %
Held-to-maturity
U.S. government and federal agency 845,116 9 % — — % — — %
State and local governments 1,675,529 18 % 1,199,164 11 % 1,128,299 13 %
Residential mortgage-backed securities 1,235,989 13 % — — % — — %
Total held-to-maturity 3,756,634 40 % 1,199,164 11 % 1,128,299 13 %
Total debt securities $ 9,511,710 100 % $ 10,370,013 100 % $ 8,518,879 100 %

The Company’s debt securities are primarily comprised of state and local government securities and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO” entities such as S&P and Moody’s) as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

58


The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.
September 30, 2022 December 31, 2021
(Dollars in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
S&P: AAA / Moody’s: Aaa
$ 511,990 437,328 422,413 432,651
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa3
1,490,923 1,257,187 1,138,804 1,172,765
S&P: A+, A, A- / Moody’s: A1, A2, A3
77,443 74,858 84,934 89,715
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa3 93 95 92 96
Not rated by either entity
16,966 16,035 14,335 14,514
Total
$ 2,097,415 1,785,503 1,660,578 1,709,741

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.
September 30, 2022 December 31, 2021
(Dollars in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
General obligation - unlimited
$ 623,354 579,671 606,873 637,431
General obligation - limited
210,445 179,158 108,487 113,320
Revenue 1,223,005 992,160 929,166 941,894
Certificate of participation
37,136 31,225 12,316 13,254
Other
3,475 3,289 3,736 3,842
Total
$ 2,097,415 1,785,503 1,660,578 1,709,741

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.
September 30, 2022 December 31, 2021
(Dollars in thousands) Amortized
Cost 		Fair
Value 		Amortized
Cost 		Fair
Value
New York $ 408,740 340,316 260,471 264,776
Texas 157,335 137,381 157,917 161,706
Michigan 148,157 138,155 134,903 139,704
California 168,761 149,310 151,137 160,023
Washington 112,705 99,597 115,834 119,806
All other states
1,101,717 920,744 840,316 863,726
Total
$ 2,097,415 1,785,503 1,660,578 1,709,741

59


The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at September 30, 2022. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.
One Year or Less After One through Five Years After Five through Ten Years After Ten Years
Mortgage-Backed Securities 1
Total
(Dollars in thousands) Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
Available-for-sale
U.S. government and federal agency
$ 5 0.08 % $ 425,385 1.06 % $ 5,379 2.92 % $ 12,697 2.82 % $ — — % $ 443,466 1.13 %
U.S. government sponsored enterprises
259 0.93 % 288,273 1.29 % — — % — — % — — % 288,532 1.29 %
State and local governments
5,555 2.32 % 89,035 3.61 % 136,608 3.20 % 180,657 3.18 % — — % 411,855 3.27 %
Corporate bonds
31,647 4.96 % 47,368 4.34 % 3,737 4.00 % 979 0.46 % — — % 83,731 4.51 %
Residential mortgage-backed securities
— — % — — % — — % — — % 3,387,378 1.17 % 3,387,378 1.17 %
Commercial mortgage-backed securities
— — % — — % — — % — — % 1,140,114 2.37 % 1,140,114 2.37 %
Total available-for-sale
37,466 4.54 % 850,061 1.56 % 145,724 3.21 % 194,333 3.15 % 4,527,492 1.46 % 5,755,076 1.59 %
Held-to-maturity
U.S. government and federal agency
— — % 572,835 1.13 % 272,281 1.25 % — — % — — % 845,116 1.17 %
State and local governments
1,419 2.46 % 34,021 2.42 % 177,404 3.13 % 1,462,685 2.92 % — — % 1,675,529 2.94 %
Residential mortgage-backed securities
— — % — — % — — % — — % 1,235,989 0.91 % 1,235,989 0.91 %
Total held-to-maturity
1,419 2.46 % 606,856 1.20 % 449,685 1.99 % 1,462,685 2.92 % 1,235,989 0.91 % 3,756,634 1.87 %
Total debt
securities
$ 38,885 4.46 % $ 1,456,917 1.42 % $ 595,409 2.29 % $ 1,657,018 2.95 % $ 5,763,481 1.36 % $ 9,511,710 1.69 %
______________________________
1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of September 30, 2022, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL has been recognized at September 30, 2022.

For additional information on debt securities, see Note 2 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”


60


Equity securities
Non-marketable equity securities primarily consist of capital stock issued by the FHLB of Des Moines and are carried at cost less impairment. The Company also has an insignificant amount of marketable equity securities that are included in other assets on the Company’s statements of financial condition.

Non-marketable equity securities and marketable equity securities without readily determinable fair values are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities and marketable equity securities without readily determinable fair values as of September 30, 2022, the Company determined that none of such securities were impaired.

Lending Activity
The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

September 30, 2022 December 31, 2021 September 30, 2021
(Dollars in thousands) Amount Percent Amount Percent Amount Percent
Residential real estate $ 1,368,368 9 % $ 1,051,883 8 % $ 781,538 7 %
Commercial real estate 9,582,989 65 % 8,630,831 65 % 6,912,569 62 %
Other commercial 2,729,717 19 % 2,664,190 20 % 2,598,616 23 %
Home equity 793,556 5 % 736,288 6 % 660,920 6 %
Other consumer 376,603 3 % 348,839 2 % 340,248 3 %
Loans receivable 14,851,233 101 % 13,432,031 101 % 11,293,891 101 %
Allowance for credit losses (178,191) (1) % (172,665) (1) % (153,609) (1) %
Loans receivable, net $ 14,673,042 100 % $ 13,259,366 100 % $ 11,140,282 100 %

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Non-performing Assets
The following table summarizes information regarding non-performing assets at the dates indicated:
At or for the Nine Months ended At or for the Six Months ended At or for the Year ended At or for the Nine Months ended
(Dollars in thousands) September 30,
2022 		June 30,
2022 		December 31,
2021 		September 30,
2021
Other real estate owned and foreclosed assets $ 42 379 18 106
Accruing loans 90 days or more past due 2,524 5,064 17,141 5,172
Non-accrual loans 32,493 38,523 50,532 45,901
Total non-performing assets $ 35,059 43,966 67,691 51,179
Non-performing assets as a percentage of subsidiary assets
0.13 % 0.16 % 0.26 % 0.24 %
ACL as a percentage of non-performing loans
508 % 393 % 255 % 301 %
Accruing loans 30-89 days past due $ 10,922 16,588 50,566 26,002
Accruing troubled debt restructurings $ 37,608 33,859 34,591 36,666
Non-accrual troubled debt restructurings $ 2,355 2,427 2,627 2,820
U.S. government guarantees included in non-performing assets
$ 4,930 5,888 4,028 4,116
Interest income 1
$ 1,116 868 2,422 1,657
______________________________
1 Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets of $35.1 million at September 30, 2022 decreased $8.9 million, or 20 percent, over the prior quarter and decreased $16.1 million, or 31 percent, over prior year third quarter. Non-performing assets as a percentage of subsidiary assets at September 30, 2022 was 0.13 percent compared to 0.16 percent in the prior quarter and 0.24 percent in the prior year third quarter.

Early stage delinquencies (accruing loans 30-89 days past due) of $10.9 million at September 30, 2022 decreased $5.7 million from the prior quarter and decreased $15.1 million from the prior year third quarter. Early stage delinquencies as a percentage of loans at September 30, 2022 was 7 basis points, which compared to 12 basis points in the prior quarter and 23 basis points from prior year third quarter.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

Restructured Loans
A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company has TDR loans of $40.0 million and $37.2 million at September 30, 2022 and December 31, 2021, respectively.

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Other Real Estate Owned and Foreclosed Assets
The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) and other foreclosed assets during 2022 was $1,227 thousand. The fair value of the loan collateral acquired in foreclosure during 2022 was $896 thousand. The following table sets forth the changes in OREO for the periods indicated:

At or for the Nine Months ended At or for the Six Months ended At or for the Year ended At or for the Nine Months ended
(Dollars in thousands) September 30,
2022 		June 30,
2022 		December 31,
2021 		September 30,
2021
Balance at beginning of period $ 18 18 1,744 1,744
Additions 896 406 1,482 1,481
Write-downs — — (120) (120)
Sales (872) (45) (3,088) (2,999)
Balance at end of period $ 42 379 18 106


Allowance for Credit Losses - Loans Receivable
The following table summarizes the allocation of the ACL as of the dates indicated:
September 30, 2022 December 31, 2021 September 30, 2021
(Dollars in thousands) ACL Percent of ACL in
Category 		Percent of
Loans in
Category 		ACL Percent of ACL in
Category 		Percent
of Loans in
Category 		ACL Percent of ACL in
Category 		Percent
of Loans in
Category
Residential real estate
$ 18,422 10 % 9 % $ 16,458 10 % 8 % $ 11,859 8 % 7 %
Commercial real estate
124,399 70 % 65 % 117,901 68 % 64 % 100,038 65 % 62 %
Other commercial 21,364 12 % 18 % 24,703 14 % 20 % 28,845 19 % 23 %
Home equity 9,562 5 % 5 % 8,566 5 % 5 % 7,865 5 % 5 %
Other consumer 4,444 3 % 3 % 5,037 3 % 3 % 5,002 3 % 3 %
Total $ 178,191 100 % 100 % $ 172,665 100 % 100 % $ 153,609 100 % 100 %

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The following table summarizes the ACL experience for the periods indicated:
At or for the Nine Months ended At or for the Six Months ended At or for the Year ended At or for the Nine Months ended
(Dollars in thousands) September 30,
2022 		% of Average Loans June 30,
2022 		% of Average Loans December 31,
2021 		% of Average Loans September 30,
2021 		% of Average Loans
Balance at beginning of period $ 172,665 172,665 158,243 158,243
Acquisitions — — 371 —
Provision for credit losses 11,373 2,991 16,380 (2,921)
Net (charge-offs) recoveries
Residential real estate 54 — % 64 0.01 % 337 0.04 % 250 0.03 %
Commercial real estate (137) — % (184) — % 1,597 0.02 % 1,376 0.02 %
Other commercial (1,576) (0.06) % (76) — % (1,048) (0.04) % (1,383) (0.05) %
Home equity 254 0.03 % 167 0.02 % 198 0.03 % 174 0.03 %
Other consumer (4,442) (1.22) % (2,664) (0.74) % (3,413) (1.03) % (2,130) (0.66) %
Net charge-offs (5,847) (0.04) % (2,693) (0.02) % (2,329) (0.02) % (1,713) (0.02) %
Balance at end of period $ 178,191 172,963 172,665 153,609
ACL as a percentage of total loans
1.20 % 1.20 % 1.29 % 1.36 %
Non-accrual loans as a
percentage of total loans 		0.22 % 0.27 % 0.38 % 0.41 %
ACL as a percentage of
non-accrual loans 		548.40 % 448.99 % 341.69 % 334.65 %

The provision for credit loss expense was $13.8 million for the first nine months of 2022, including provision for credit loss expense of $11.4 million on the loan portfolio and credit loss expense of $2.4 million on unfunded loan commitments. The provision for credit loss expense of $11.4 million on the loan portfolio in the current year increased $14.3 million over the provision for credit loss benefit of $2.9 million in the prior year which was primarily attributable to organic loan growth.

The allowance for credit losses on loans (“ACL”) as a percentage of total loans outstanding at September 30, 2022 was 1.20 percent which was the same compared to the prior quarter and a 16 basis points decrease from the prior year third quarter . The Company’s ACL of $178 million is considered adequate to absorb the estimated credit losses from any segment of its loan portfolio. For the periods ended September 30, 2022 and 2021, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio.


At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other environmental factors.

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment which is further segregated by the credit quality indicators. The loss assumptions are then applied to each segment of loan to estimate the ACL on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is
64


recorded on individually reviewed loans when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 222 locations, including 186 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of seventeen bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”
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Loans by Regulatory Classification
Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:
Loans Receivable, by Loan Type % Change from
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021
Custom and owner occupied construction
$ 288,977 $ 282,916 $ 263,758 $ 170,489 2 % 10 % 69 %
Pre-sold and spec construction
291,146 269,568 257,568 188,668 8 % 13 % 54 %
Total residential construction
580,123 552,484 521,326 359,157 5 % 11 % 62 %
Land development 217,878 201,607 185,200 151,640 8 % 18 % 44 %
Consumer land or lots 204,241 197,394 173,305 143,977 3 % 18 % 42 %
Unimproved land 101,684 101,266 81,064 68,805 — % 25 % 48 %
Developed lots for operative builders
62,800 68,087 41,840 33,487 (8) % 50 % 88 %
Commercial lots 94,395 95,958 99,418 76,382 (2) % (5) % 24 %
Other construction 893,846 931,000 762,970 562,223 (4) % 17 % 59 %
Total land, lot, and other construction
1,574,844 1,595,312 1,343,797 1,036,514 (1) % 17 % 52 %
Owner occupied 2,811,614 2,747,152 2,645,841 2,069,551 2 % 6 % 36 %
Non-owner occupied 3,448,044 3,333,915 3,056,658 2,561,777 3 % 13 % 35 %
Total commercial real estate
6,259,658 6,081,067 5,702,499 4,631,328 3 % 10 % 35 %
Commercial and industrial 1,308,272 1,353,248 1,463,022 1,407,353 (3) % (11) % (7) %
Agriculture 770,282 758,394 751,185 748,548 2 % 3 % 3 %
1st lien 1,738,151 1,596,878 1,393,267 1,159,265 9 % 25 % 50 %
Junior lien 36,677 34,149 34,830 36,942 7 % 5 % (1) %
Total 1-4 family 1,774,828 1,631,027 1,428,097 1,196,207 9 % 24 % 48 %
Multifamily residential 574,366 562,480 545,001 373,022 2 % 5 % 54 %
Home equity lines of credit 841,143 820,721 761,990 709,828 2 % 10 % 18 %
Other consumer 219,036 213,943 207,513 198,763 2 % 6 % 10 %
Total consumer 1,060,179 1,034,664 969,503 908,591 2 % 9 % 17 %
States and political subdivisions 776,875 695,396 615,251 612,882 12 % 26 % 27 %
Other 193,526 169,520 153,147 114,427 14 % 26 % 69 %
Total loans receivable, including loans held for sale
14,872,953 14,433,592 13,492,828 11,388,029 3 % 10 % 31 %
Less loans held for sale 1
(21,720) (33,837) (60,797) (94,138) (36) % (64) % (77) %
Total loans receivable $ 14,851,233 $ 14,399,755 $ 13,432,031 $ 11,293,891 3 % 11 % 31 %
______________________________
1 Loans held for sale are primarily 1st lien 1-4 family loans.
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The following table summarizes the Company’s non-performing assets by regulatory classification:

Non-performing Assets,
by Loan Type 		Non-
Accrual
Loans 		Accruing
Loans 90  Days or
More Past Due 		OREO
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Sep 30,
2022 		Sep 30,
2022 		Sep 30,
2022
Custom and owner occupied construction
$ 227 230 237 240 227 — —
Pre-sold and spec construction 1,016 389 — — 389 627 —
Total residential construction
1,243 619 237 240 616 627 —
Land development 149 197 250 31 149 — —
Consumer land or lots 285 157 309 186 152 133 —
Unimproved land 94 107 124 166 94 — —
Developed lots for operative builders
255 260 — — 255 — —
Other construction 12,884 12,884 12,884 276 12,884 — —
Total land, lot and other construction
13,667 13,605 13,567 659 13,534 133 —
Owner occupied 2,687 4,013 3,918 3,323 2,060 627 —
Non-owner occupied 820 1,491 6,063 2,089 820 — —
Total commercial real estate
3,507 5,504 9,981 5,412 2,880 627 —
Commercial and industrial 3,453 5,741 3,066 5,621 2,988 441 24
Agriculture 4,102 9,169 29,151 32,712 4,102 — —
1st lien 2,149 2,196 2,870 3,178 2,032 117 —
Junior lien 139 200 136 166 139 — —
Total 1-4 family 2,288 2,396 3,006 3,344 2,171 117 —
Multifamily residential 4,635 4,765 6,548 — 4,635 — —
Home equity lines of credit 1,550 1,684 1,563 2,393 1,211 339 —
Other consumer 555 466 460 539 356 181 18
Total consumer 2,105 2,150 2,023 2,932 1,567 520 18
Other 59 17 112 259 — 59 —
Total $ 35,059 43,966 67,691 51,179 32,493 2,524 42


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The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:
Accruing 30-89 Days Delinquent
Loans, by Loan Type 		% Change from
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021
Custom and owner occupied construction
$ 427 $ 2,046 $ 1,243 $ 892 (79) % (66) % (52) %
Pre-sold and spec construction — 602 443 325 (100) % (100) % (100) %
Total residential construction
427 2,648 1,686 1,217 (84) % (75) % (65) %
Land development 596 365 — 276 63 % n/m 116 %
Consumer land or lots — 337 149 325 (100) % (100) % (100) %
Unimproved land 36 590 305 181 (94) % (88) % (80) %
Developed lots for operative builders
30 — — 59 n/m n/m (49) %
Commercial lots 2,158 — — — n/m n/m n/m
Other construction — — 30,788 12,884 n/m (100) % (100) %
Total land, lot and other construction
2,820 1,292 31,242 13,725 118 % (91) % (79) %
Owner occupied 527 1,560 1,739 1,933 (66) % (70) % (73) %
Non-owner occupied — 123 1,558 443 (100) % (100) % (100) %
Total commercial real estate
527 1,683 3,297 2,376 (69) % (84) % (78) %
Commercial and industrial 2,087 5,969 4,732 1,581 (65) % (56) % 32 %
Agriculture 641 851 459 1,032 (25) % 40 % (38) %
1st lien 761 329 2,197 350 131 % (65) % 117 %
Junior lien 72 105 87 167 (31) % (17) % (57) %
Total 1-4 family 833 434 2,284 517 92 % (64) % 61 %
Home equity lines of credit 1,004 1,071 1,994 3,023 (6) % (50) % (67) %
Other consumer 1,089 1,140 1,681 1,361 (4) % (35) % (20) %
Total consumer 2,093 2,211 3,675 4,384 (5) % (43) % (52) %
States and political subdivisions — 7 1,733 — (100) % (100) % n/m
Other 1,494 1,493 1,458 1,170 — % 2 % 28 %
Total $ 10,922 $ 16,588 $ 50,566 $ 26,002 (34) % (78) % (58) %
______________________________
n/m - not measurable


68


The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:
Net Charge-Offs (Recoveries),
Year-to-Date Period Ending,
By Loan Type 		Charge-Offs Recoveries
(Dollars in thousands) Sep 30,
2022 		Jun 30,
2022 		Dec 31,
2021 		Sep 30,
2021 		Sep 30,
2022 		Sep 30,
2022
Custom and owner occupied construction
$ 17 — — — 17 —
Pre-sold and spec construction $ (12) (8) (15) (12) — 12
Total residential construction 5 (8) (15) (12) 17 12
Land development (24) (21) (233) (163) — 24
Consumer land or lots (46) (10) (165) (164) — 46
Unimproved land — (1) (241) (241) — —
Total land, lot and other construction
(70) (32) (639) (568) — 70
Owner occupied 229 229 (423) (410) 1,642 1,413
Non-owner occupied (4) (3) (357) (356) — 4
Total commercial real estate 225 226 (780) (766) 1,642 1,417
Commercial and industrial 395 (458) 41 (87) 1,161 766
Agriculture (5) (4) (20) — — 5
1st lien (99) (56) (331) (250) — 99
Junior lien (303) (297) (650) (511) — 303
Total 1-4 family (402) (353) (981) (761) — 402
Multifamily residential — — (40) (40) — —
Home equity lines of credit (98) (51) (621) (601) 45 143
Other consumer 257 166 236 145 410 153
Total consumer 159 115 (385) (456) 455 296
Other 5,540 3,207 5,148 4,403 7,630 2,090
Total $ 5,847 2,693 2,329 1,713 10,905 5,058



69


Sources of Funds
The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits
The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The Company’s deposits are summarized below:
September 30, 2022 December 31, 2021 September 30, 2021
(Dollars in thousands) Amount Percent Amount Percent Amount Percent
Non-interest bearing deposits $ 8,294,363 38 % $ 7,779,288 37 % $ 6,632,402 38 %
NOW and DDA accounts 5,462,707 25 % 5,301,832 25 % 4,299,244 25 %
Savings accounts 3,305,333 15 % 3,180,046 15 % 2,502,268 14 %
Money market deposit accounts 3,905,676 18 % 4,014,128 18 % 3,123,425 18 %
Certificate accounts 907,560 4 % 1,036,077 5 % 919,852 5 %
Wholesale deposits 4,003 — % 25,878 — % 26,123 — %
Total interest bearing deposits 13,585,279 62 % 13,557,961 63 % 10,870,912 62 %
Total deposits $ 21,879,642 100 % $ 21,337,249 100 % $ 17,503,314 100 %

Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings
The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.

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Short-term borrowings
A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”). FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end:
At or for the Nine Months ended At or for the Year ended
(Dollars in thousands) September 30,
2022 		December 31,
2021
Repurchase agreements
Amount outstanding at end of period $ 887,483 1,020,794
Weighted interest rate on outstanding amount 0.40 % 0.19 %
Maximum outstanding at any month-end $ 985,774 1,040,939
Average balance $ 936,840 994,968
Weighted-average interest rate 0.20 % 0.23 %

Subordinated Debentures
In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at September 30, 2022. The subordinated debentures outstanding as of September 30, 2022 were $133 million, including fair value adjustments from acquisitions.

Contractual Obligations and Off-Balance Sheet Arrangements
In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of September 30, 2022 and determined its ACL of $25.2 million was adequate to absorb the estimated credit losses.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated variable interest entities (“VIE”), see Note 7 to the Unaudited Consolidated Financial Statements in “Part I. Item 1. Financial Statements.”

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Liquidity Risk
In the normal course of business, the Company has commitments that require material cash requirements for customer deposits outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:
1. assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;
2. providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and
3. balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:
(Dollars in thousands) September 30,
2022 		December 31,
2021
FHLB advances
Borrowing capacity $ 3,589,639 2,995,622
Amount utilized (705,000) —
Letters of credit (2,075) (1,631)
Amount available $ 2,882,564 2,993,991
FRB discount window
Borrowing capacity $ 1,808,727 1,450,908
Amount utilized — —
Amount available $ 1,808,727 1,450,908
Unsecured lines of credit available $ 635,000 635,000
Unencumbered debt securities
U.S. government and federal agency $ 1,288,582 1,346,749
U.S. government sponsored enterprises 288,532 240,693
State and local governments 1,120,564 796,323
Corporate bonds 53,731 180,752
Residential mortgage-backed securities 3,052,524 4,094,713
Commercial mortgage-backed securities 957,259 1,023,131
Total unencumbered debt securities 1
$ 6,761,192 7,682,361
____________________________
1 Total unencumbered debt securities at September 30, 2022, included $4.0 billion classified as AFS and $2.8 billion classified as HTM. Total unencumbered debt securities at December 31, 2021, included $7.0 billion classified as AFS, and $682.0 million classified as HTM.
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Capital Resources
Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 234,000,000 shares of common stock of which 110,766,954 have been issued as of September 30, 2022. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of September 30, 2022. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of September 30, 2022, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of September 30, 2022:
Total Capital (To Risk-Weighted Assets) Tier 1 Capital (To Risk-Weighted Assets) Common Equity Tier 1 (To Risk-Weighted Assets) Leverage Ratio/
Tier 1 Capital (To Average Assets)
Glacier Bank
13.43 % 12.46 % 12.46 % 8.85 %
Minimum capital requirements
8.00 % 6.00 % 4.50 % 4.00 %
Minimum capital requirements plus capital conservation buffer
10.50 % 8.50 % 7.00 % N/A
Well capitalized requirements
10.00 % 8.00 % 6.50 % 5.00 %

On January 1, 2020, the Company adopted the current expected credit losses (“CECL”) accounting standard that requires management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27, 2020, in response to the COVID-19 pandemic, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year delay, the Company added back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). Starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of Common Tier 1 capital evenly over the three-year period.

Federal and State Income Taxes
The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Within the Company’s geographic footprint, Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 6.50 percent in Idaho, 4.95 percent in Utah, 4.55 percent in Colorado and 4.90 percent in Arizona. Washington, Wyoming and Nevada do not impose a corporate income tax. The Company is also required to file in the states other than the eight states in which it has properties.

73


The following table summarizes information relevant to the Company’s federal and state income taxes:
Nine Months ended
(Dollars in thousands) September 30,
2022 		September 30,
2021
Income Before Income Taxes $ 272,841 289,457
Federal and state income tax expense 49,316 55,409
Net Income $ 223,525 234,048
Effective tax rate 1
18.1 % 19.1 %
Income from tax-exempt debt securities, municipal loans and leases $ 59,082 51,377
Benefits from federal income tax credits $ 7,977 9,260
______________________________
1 The current and prior year’s low effective income tax rates are due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $15.4 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax.

Following is a list of expected federal income tax credits to be received in the years indicated.
(Dollars in thousands) New
Markets
Tax Credits 		Low-Income
Housing
Tax Credits 		Debt
Securities
Tax Credits 		Total
2022 $ 8,004 12,963 674 21,641
2023 7,408 16,760 631 24,799
2024 6,337 19,022 594 25,953
2025 4,857 19,199 451 24,507
2026 4,137 19,075 219 23,431
Thereafter 6,257 76,735 233 83,225
$ 37,000 163,754 2,802 203,556

74


Average Balance Sheet
The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).
Three Months ended Nine Months ended
September 30, 2022 September 30, 2022
(Dollars in thousands) Average
Balance 		Interest and
Dividends 		Average
Yield/
Rate 		Average
Balance 		Interest and
Dividends 		Average
Yield/
Rate
Assets
Residential real estate loans $ 1,338,606 $ 13,738 4.11 % $ 1,236,674 $ 42,279 4.56 %
Commercial loans 1
12,146,551 144,357 4.72 % 11,728,932 403,075 4.59 %
Consumer and other loans 1,156,305 14,250 4.89 % 1,113,232 38,552 4.63 %
Total loans 2
14,641,462 172,345 4.67 % 14,078,838 483,906 4.60 %
Tax-exempt investment securities 3
2,000,404 18,484 3.70 % 1,902,147 52,561 3.68 %
Taxable investment securities 4
8,426,933 29,297 1.39 % 8,663,590 84,235 1.30 %
Total earning assets 25,068,799 220,126 3.48 % 24,644,575 620,702 3.37 %
Goodwill and intangibles 1,030,961 1,033,606
Non-earning assets 604,754 659,727
Total assets $ 26,704,514 $ 26,337,908
Liabilities
Non-interest bearing deposits $ 8,158,207 $ — — % $ 8,004,395 $ — — %
NOW and DDA accounts 5,473,458 794 0.06 % 5,387,013 2,362 0.06 %
Savings accounts 3,319,167 260 0.03 % 3,276,092 836 0.03 %
Money market deposit accounts 3,999,758 1,483 0.15 % 4,009,931 4,233 0.14 %
Certificate accounts 940,507 722 0.30 % 980,543 2,416 0.33 %
Total core deposits 21,891,097 3,259 0.06 % 21,657,974 9,847 0.06 %
Wholesale deposits 5
3,946 20 2.05 % 8,290 37 0.59 %
Repurchase agreements 917,104 675 0.29 % 936,840 1,435 0.20 %
FHLB advances 541,630 3,318 2.40 % 346,465 4,628 1.76 %
Subordinated debentures and other borrowed funds
202,383 1,803 3.54 % 190,810 4,288 3.00 %
Total interest bearing liabilities
23,556,160 9,075 0.15 % 23,140,379 20,235 0.12 %
Other liabilities 261,735 249,001
Total liabilities 23,817,895 23,389,380
Stockholders’ Equity
Common stock 1,108 1,107
Paid-in capital 2,341,648 2,340,208
Retained earnings 920,372 881,208
Accumulated other comprehensive loss
(376,509) (273,995)
Total stockholders’ equity 2,886,619 2,948,528
Total liabilities and stockholders’ equity
$ 26,704,514 $ 26,337,908
Net interest income (tax-equivalent) $ 211,051 $ 600,467
Net interest spread (tax-equivalent) 3.33 % 3.25 %
Net interest margin (tax-equivalent) 3.34 % 3.26 %
______________________________
1 Includes tax effect of $1.7 million and $4.6 million on tax-exempt municipal loan and lease income for the nine months ended September 30, 2022, respectively.
2 Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.
3 Includes tax effect of $3.8 million and $10.9 million on tax-exempt debt securities income for the nine months ended September 30, 2022, respectively.
4 Includes tax effect of $225 thousand and $676 thousand on federal income tax credits for the nine months ended September 30, 2022, respectively.
5 Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.
75


Rate/Volume Analysis
Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.
Nine Months ended
2022 vs. 2021
Increase (Decrease) Due to:
(Dollars in thousands) Volume Rate Net
Interest income
Residential real estate loans $ 13,710 (1,003) 12,707
Commercial loans (tax-equivalent) 82,204 (23,246) 58,958
Consumer and other loans 5,053 1,113 6,166
Investment securities (tax-equivalent) 42,657 (2,020) 40,637
Total interest income 143,624 (25,156) 118,468
Interest expense
NOW and DDA accounts 579 15 594
Savings accounts 187 224 411
Money market deposit accounts 978 716 1,694
Certificate accounts 110 (1,334) (1,224)
Wholesale deposits (41) 23 (18)
Repurchase agreements (95) (306) (401)
FHLB advances — 4,628 4,628
Subordinated debentures and other borrowed funds
462 734 1,196
Total interest expense 2,180 4,700 6,880
Net interest income (tax-equivalent) $ 141,444 (29,856) 111,588

Net interest income (tax-equivalent) increased $111.6 million for the nine months ended September 30, 2022 compared to the same period in 2021. The interest income for the first nine months of 2022 increased over the same period last year primarily from income associated with the acquisition of Alta and organic growth, which offset the decrease in income from the PPP loans. Total interest expense increased from the prior year primarily from acquisition and organic growth combined with the increase in FHLB borrowings.

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

The Company’s assessment of market risk as of September 30, 2022 indicates there are no material changes in the quantitative and qualitative disclosures from those in the Company’s 2021 Annual Report on Form 10-K.


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Exchange Act Rules 240.13a-15(b) and 15d-14(c)) as of September 30, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective and timely, providing them with material information relating to the Company required to be disclosed in the reports the Company files or submits under the Exchange Act.

Changes in Internal Controls
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of 2022, to which this report relates that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.


PART II – OTHER INFORMATION
Item 1. Legal Proceedings

The Company is involved in various claims, legal actions and complaints which arise in the ordinary course of business. In the Company’s opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on the financial condition or results of operations of the Company.


Item 1A. Risk Factors

The Company believes there have been no material changes from the risk factors previously disclosed in the Company’s 2021 Annual Report on Form 10-K. The risks and uncertainties described in the 2021 Annual Report on Form 10-K should be carefully reviewed. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties that the Company does not currently know about or that we currently believe are immaterial, or that the Company has not predicted, may also harm our business operations or adversely affect the Company. If any of these risks or uncertainties actually occurs, the Company’s business, financial condition, operating results or liquidity could be adversely affected.


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

(a) Not Applicable

(b) Not Applicable

(c) Not Applicable


Item 3. Defaults upon Senior Securities

(a) Not Applicable

(b) Not Applicable

77



Item 4. Mine Safety Disclosures

Not Applicable


Item 5. Other Information

(a) Not Applicable

(b) Not Applicable


78


Item 6. Exhibits

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002

32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002

101.INS    XBRL Instance Document - The instance document does not appear in the interactive data file because its 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 Definition Linkbase Document

101.LAB    XBRL Taxonomy Extension Labels Linkbase Document

101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document

104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GLACIER BANCORP, INC.
October 31, 2022 /s/ Randall M. Chesler
Randall M. Chesler
President and CEO
October 31, 2022 /s/ Ron J. Copher
Ron J. Copher
Executive Vice President and CFO


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TABLE OF CONTENTS