UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission file number001-38481

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Missouri	43-0903811
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1010 Grand Boulevard, Kansas City, Missouri	64106
(Address of principal executive offices)	(Zip Code)

(Registrant's telephone number, including area code): (816) 860-7000

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, $1.00 Par Value	UMBF	The NASDAQ Global Select Market

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  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 24, 2023, UMB Financial Corporation had 48,508,939 shares of common stock outstanding.

UMB FINANCIAL CORPORATION

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3
CONSOLIDATED BALANCE SHEETS		3
CONSOLIDATED STATEMENTS OF INCOME		4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME		5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY		6
CONSOLIDATED STATEMENTS OF CASH FLOWS		7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		9
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	56
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	72
ITEM 4.	CONTROLS AND PROCEDURES	77
PART II - OTHER INFORMATION		78
ITEM 1.	LEGAL PROCEEDINGS	78
ITEM 1A.	RISK FACTORS	78
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	78
ITEM 6.	EXHIBITS	79
SIGNATURES		80

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UMB FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

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

	March 31,			December 31,
	2023			2022
	(unaudited)			(audited)
ASSETS
Loans	$	21,812,972		$	21,031,189
Allowance for credit losses on loans		(210,509	)		(191,836	)
Net loans		21,602,463			20,839,353
Loans held for sale		1,422			1,978
Securities:
Available for sale (amortized cost of $7,585,599 and $7,777,950, respectively)		6,907,897			7,006,347
Held to maturity, net of allowance for credit losses of $2,341 and $2,407, respectively (fair value of $5,371,862 and $5,280,659, respectively)		5,859,323			5,859,192
Trading securities		19,823			17,980
Other securities		416,337			349,758
Total securities		13,203,380			13,233,277
Federal funds sold and securities purchased under agreements to resell		368,158			958,597
Interest-bearing due from banks		3,121,323			1,179,105
Cash and due from banks		472,248			500,682
Premises and equipment, net		260,623			263,649
Accrued income		181,586			189,231
Goodwill		207,385			207,385
Other intangibles, net		76,426			78,724
Other assets		1,112,176			1,060,480
Total assets	$	40,607,190		$	38,512,461
LIABILITIES
Deposits:
Noninterest-bearing demand	$	12,488,803		$	13,260,363
Interest-bearing demand and savings		16,760,603			18,461,632
Time deposits under $250,000		456,129			379,087
Time deposits of $250,000 or more		2,226,369			538,051
Total deposits		31,931,904			32,639,133
Federal funds purchased and repurchase agreements		2,160,808			2,222,167
Short-term debt		2,800,000			—
Long-term debt		381,796			381,311
Accrued expenses and taxes		207,633			239,624
Other liabilities		310,390			363,133
Total liabilities		37,792,531			35,845,368
SHAREHOLDERS' EQUITY
Common stock, $1.00 par value; 80,000,000 shares authorized; 55,056,730 shares issued, 48,507,116 and 48,319,404 shares outstanding, respectively		55,057			55,057
Capital surplus		1,120,877			1,125,949
Retained earnings		2,609,928			2,536,086
Accumulated other comprehensive loss, net		(626,776	)		(702,735	)
Treasury stock, 6,549,614 and 6,737,326 shares, at cost, respectively		(344,427	)		(347,264	)
Total shareholders' equity		2,814,659			2,667,093
Total liabilities and shareholders' equity	$	40,607,190		$	38,512,461

 See Notes to Consolidated Financial Statements.

3

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited, dollars in thousands, except share and per share data)

	Three Months Ended
	March 31,
	2023			2022
INTEREST INCOME
Loans	$	308,441		$	149,470
Securities:
Taxable interest		53,049			43,382
Tax-exempt interest		25,306			23,855
Total securities income		78,355			67,237
Federal funds and resell agreements		5,651			2,450
Interest-bearing due from banks		16,166			2,457
Trading securities		134			185
Total interest income		408,747			221,799
INTEREST EXPENSE
Deposits		127,899			6,173
Federal funds and repurchase agreements		23,302			2,148
Other		15,850			3,123
Total interest expense		167,051			11,444
Net interest income		241,696			210,355
Provision for credit losses		23,250			(6,500	)
Net interest income after provision for credit losses		218,446			216,855
NONINTEREST INCOME
Trust and securities processing		62,359			59,528
Trading and investment banking		5,308			5,440
Service charges on deposit accounts		21,159			24,642
Insurance fees and commissions		274			259
Brokerage fees		13,676			3,456
Bankcard fees		18,172			16,635
Investment securities losses, net		(5,324	)		(522	)
Other		14,576			14,240
Total noninterest income		130,200			123,678
NONINTEREST EXPENSE
Salaries and employee benefits		142,498			130,634
Occupancy, net		12,177			12,232
Equipment		17,849			18,164
Supplies and services		3,875			3,262
Marketing and business development		5,335			4,932
Processing fees		23,240			18,443
Legal and consulting		7,285			6,911
Bankcard		7,133			6,567
Amortization of other intangible assets		2,298			1,071
Regulatory fees		5,551			3,482
Other		9,811			9,080
Total noninterest expense		237,052			214,778
Income before income taxes		111,594			125,755
Income tax expense		19,157			19,792
NET INCOME	$	92,437		$	105,963
PER SHARE DATA
Net income – basic	$	1.91		$	2.19
Net income – diluted		1.90			2.17
Dividends		0.38			0.37
Weighted average shares outstanding – basic		48,435,016			48,406,840
Weighted average shares outstanding – diluted		48,746,562			48,832,177

See Notes to Consolidated Financial Statements.

4

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited, dollars in thousands)

	Three Months Ended
	March 31,
	2023			2022
Net income	$	92,437		$	105,963
Other comprehensive income (loss), before tax:
Unrealized gains and losses on debt securities:
Change in unrealized holding gains and losses, net		93,657			(622,910	)
Less:  Reclassification adjustment for net losses included in net income		433			—
Amortization of net unrealized loss on securities transferred from available-for-sale to held-to-maturity		9,983			582
Change in unrealized gains and losses on debt securities		104,073			(622,328	)
Unrealized gains and losses on derivative hedges:
Change in unrealized gains and losses on derivative hedges, net		(1,527	)		4,680
Less: Reclassification adjustment for net gains included in net income		(2,561	)		(851	)
Change in unrealized gains and losses on derivative hedges		(4,088	)		3,829
Other comprehensive income (loss), before tax		99,985			(618,499	)
Income tax (expense) benefit		(24,026	)		149,057
Other comprehensive income (loss)		75,959			(469,442	)
Comprehensive income (loss)	$	168,396		$	(363,479	)

See Notes to Consolidated Financial Statements.

5

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(unaudited, dollars in thousands, except per share data)

	Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Balance – January 1, 2022	$	55,057	$	1,110,520		$	2,176,998		$	126,314		$	(323,465	)	$	3,145,424
Total comprehensive income (loss)		—		—			105,963			(469,442	)		—			(363,479	)
Dividends ($0.37 per share)		—		—			(17,832	)		—			—			(17,832	)
Purchase of treasury stock		—		—			—			—			(22,487	)		(22,487	)
Issuances of equity awards, net of forfeitures		—		(6,630	)		—			—			7,309			679
Recognition of equity-based compensation		—		5,485			—			—			—			5,485
Sale of treasury stock		—		84			—			—			54			138
Exercise of stock options		—		126			—			—			351			477
Balance – March 31, 2022	$	55,057	$	1,109,585		$	2,265,129		$	(343,128	)	$	(338,238	)	$	2,748,405
Balance – January 1, 2023	$	55,057	$	1,125,949		$	2,536,086		$	(702,735	)	$	(347,264	)	$	2,667,093
Total comprehensive income		—		—			92,437			75,959			—			168,396
Dividends ($0.38 per share)		—		—			(18,595	)		—			—			(18,595	)
Purchase of treasury stock		—		—			—			—			(7,902	)		(7,902	)
Issuances of equity awards, net of forfeitures		—		(9,764	)		—			—			10,483			719
Recognition of equity-based compensation		—		4,516			—			—			—			4,516
Sale of treasury stock		—		71			—			—			56			127
Exercise of stock options		—		105			—			—			200			305
Balance – March 31, 2023	$	55,057	$	1,120,877		$	2,609,928		$	(626,776	)	$	(344,427	)	$	2,814,659

See Notes to Consolidated Financial Statements.

6

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, dollars in thousands)

	For the Three Months Ended
	March 31,
	2023			2022
OPERATING ACTIVITIES
Net income	$	92,437		$	105,963
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		23,250			(6,500	)
Net amortization of premiums and discounts from acquisition		267			379
Depreciation and amortization		15,388			13,152
Amortization of debt issuance costs		218			113
Deferred income tax benefit		(3,855	)		(1,023	)
Net (increase) decrease in trading securities and other earning assets		(1,843	)		14,816
Losses on investment securities, net		5,324			522
Gains on sales of assets		(60	)		(2,354	)
Amortization of securities premiums, net of discount accretion		10,662			11,180
Originations of loans held for sale		(12,901	)		(8,330	)
Gains on sales of loans held for sale, net		(235	)		(270	)
Proceeds from sales of loans held for sale		13,692			9,493
Equity-based compensation		5,235			6,164
Changes in:
Accrued income		7,645			3,860
Accrued expenses and taxes		(31,991	)		(72,489	)
Other assets and liabilities, net		(121,537	)		121,376
Net cash provided by operating activities		1,696			196,052
INVESTING ACTIVITIES
Securities held to maturity:
Maturities, calls and principal repayments		86,856			70,091
Purchases		(80,097	)		(334,546	)
Securities available for sale:
Sales		68			—
Maturities, calls and principal repayments		188,018			439,293
Purchases		(2,288	)		(540,925	)
Equity securities with readily determinable fair values:
Sales		—			9,725
Purchases		(57	)		(353	)
Equity securities without readily determinable fair values:
Sales		4,590			—
Maturities, calls and principal repayments		100,846			6
Purchases		(176,501	)		(11,323	)
Payment on low-income housing tax credit investment commitments		(9,507	)		(8,395	)
Net increase in loans		(786,426	)		(608,888	)
Net decrease (increase) in fed funds sold and resell agreements		590,439			(103,452	)
Net cash activity from acquisitions and divestitures		—			265,639
Net decrease in interest-bearing balances due from other financial institutions		51,646			14,368
Purchases of premises and equipment		(9,428	)		(8,643	)
Proceeds from sales of premises and equipment		65			2,968
Net cash used in investing activities		(41,776	)		(814,435	)

7

FINANCING ACTIVITIES
Net decrease in demand and savings deposits		(2,472,589	)		(1,207,226	)
Net increase (decrease) in time deposits		1,765,360			(264,608	)
Net decrease in fed funds purchased and repurchase agreements		(61,359	)		(397,900	)
Proceeds from short-term debt		13,281,000			—
Repayment of short-term debt		(10,481,000	)		—
Cash dividends paid		(18,432	)		(17,917	)
Proceeds from exercise of stock options and sales of treasury shares		432			615
Purchases of treasury stock		(7,902	)		(22,487	)
Net cash provided by (used in) financing activities		2,005,510			(1,909,523	)
Increase (decrease) in cash and cash equivalents		1,965,430			(2,527,906	)
Cash and cash equivalents at beginning of period		1,557,874			9,214,564
Cash and cash equivalents at end of period	$	3,523,304		$	6,686,658

Supplemental disclosures:
Income tax payments	$	1,508	$	795
Total interest payments		165,102		13,043
Noncash disclosures:
Acquisition of low-income housing tax credit investments	$	—	$	6,398
Commitment to fund low-income housing tax credit investments		—		6,398
Transfer of securities from available-for-sale to held-to-maturity		—		2,857,187

See Notes to Consolidated Financial Statements.

8

UMB FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 (UNAUDITED)

1.  Financial Statement Presentation

The Consolidated Financial Statements include the accounts of UMB Financial Corporation and its subsidiaries (collectively, the Company) after the elimination of all intercompany transactions.  In the opinion of management of the Company, all adjustments relating to items that are of a normal recurring nature and necessary for a fair presentation of the financial position and results of operations have been made.  The results of operations and cash flows for the interim periods presented may not be indicative of the results of the full year ending December 31, 2023.  The financial statements should be read in conjunction with “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” within this Quarterly Report on Form 10-Q (the Form 10-Q) and in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (SEC) on February 23, 2023 (the Form 10-K).

The Company is a financial holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices. The Company’s national bank, UMB Bank, National Association (the Bank), has its principal office in Missouri and also has branches in Arizona, Colorado, Illinois, Kansas, Nebraska, Oklahoma, and Texas. The Company also has offices in Pennsylvania, South Dakota, Indiana, Utah, Minnesota, California, Wisconsin, Iowa, Delaware, and New York.

2.  Summary of Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  A summary of the significant accounting policies to assist the reader in understanding the financial presentation is provided in the Notes to Consolidated Financial Statements in the Form 10-K.

Cash and cash equivalents

Cash and cash equivalents includes Cash and due from banks and amounts due from the Federal Reserve Bank (FRB).  Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks.  Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of March 31, 2023 and March 31, 2022 (in thousands):

	March 31,
	2023		2022
Due from the FRB	$	3,051,056	$	6,328,886
Cash and due from banks		472,248		357,772
Cash and cash equivalents at end of period	$	3,523,304	$	6,686,658

Also included in the Interest-bearing due from banks, but not considered cash and cash equivalents, are interest-bearing accounts held at other financial institutions, which totaled $70.1 million and $27.1 million at March 31, 2023 and March 31, 2022, respectively.

9

Per Share Data  

Basic net income per share is computed based on the weighted average number of shares of common stock outstanding during each period.  Diluted quarter-to-date net income per share includes the dilutive effect of 311,546 and 425,337 shares issuable upon the exercise of stock options and nonvested restricted stock units granted by the Company and outstanding at March 31, 2023 and 2022, respectively.  

Certain options and restricted stock units issued under employee benefits plans were excluded from the computation of diluted earnings per share because they were anti-dilutive.  For the three months ended March 31, 2023, there were 166,578 outstanding stock options and restricted stock units excluded from the computation of diluted income per share because their inclusion would have been anti-dilutive. For the three months ended March 31, 2022, there were no outstanding stock options or restricted stock units excluded from the computation of diluted income per share.

Derivatives  

The Company records all derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, three of the Company’s derivatives are designated in qualifying hedging relationships. The remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives and fair value hedges are recognized directly in earnings. Changes in fair value of the Company’s cash flow hedges are recognized in accumulated other comprehensive income (AOCI) and are reclassified to earnings when the hedged transaction affects earnings.

3.  New Accounting Pronouncements

Troubled Debt Restructurings In March 2022, the FASB issued Accounting Standards Update (ASU) No. 2022-02, “Financial Instruments – Credit Losses: Troubled Debt Restructurings and Vintage Disclosures.” The ASU eliminated the accounting guidance for troubled debt restructurings (TDR) by creditors and enhanced disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendments also added requirements to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases, disclosed by credit-quality indicator and class of financing receivable. The amendments in this update were adopted prospectively on January 1, 2023.  The adoption of the amendments had no impact on the Consolidated Financial Statements aside from additional and revised financial statement disclosures.  See Note 4, “Loans and Allowance for Credit Losses” for related disclosures.

4.  Loans and Allowance for Credit Losses

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to minimize the level of risk within the loan portfolio.  Diversification of the loan portfolio manages the risk associated with fluctuations in economic conditions.  Authority levels are established for the extension of credit to ensure consistency throughout the Company.  It is necessary that policies, processes, and practices implemented to control the risks of individual credit transactions and portfolio segments are sound and adhered to.  The Company maintains an independent loan review department that reviews and validates the risk assessment on a continual basis.  Management regularly evaluates the results of the loan reviews.  The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business.  Commercial loans are made based on the identified cash flows of the borrower and on the underlying collateral provided by the borrower.  The cash flows of the borrower,

10

however, may not be as expected and the collateral securing these loans may fluctuate in value.  Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee.  In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts from its customers.  

Specialty lending loans include Asset-based loans, which are offered primarily in the form of revolving lines of credit to commercial borrowers that do not generally qualify for traditional bank financing.  Asset-based loans are underwritten based primarily upon the value of the collateral pledged to secure the loan, rather than on the borrower’s general financial condition.  The Company utilizes pre-loan due diligence techniques, monitoring disciplines, and loan management practices common within the asset-based lending industry to underwrite loans to these borrowers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans.  These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate.  Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan.  The Company requires that an appraisal of the collateral be made at origination and on an as-needed basis, in conformity with current market conditions and regulatory requirements.  The underwriting standards address both owner and non-owner-occupied real estate.  Also included in Commercial real estate are Construction loans that are underwritten using feasibility studies, independent appraisal reviews, sensitivity analysis or absorption and lease rates, and financial analysis of the developers and property owners.  Construction loans are based upon estimates of costs and value associated with the complete project.  Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project.  Sources of repayment for these types of loans may be pre-committed permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained.  These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their repayment being sensitive to interest rate changes, governmental regulation of real property, economic conditions, completion of the construction project, and the availability of long-term financing.

Consumer real estate loans, including residential real estate and home equity loans, are underwritten based on the borrower’s loan-to-value percentage, collection remedies, and overall credit history.  

Consumer loans are underwritten based on the borrower’s repayment ability.  The Company monitors delinquencies on all of its consumer loans and leases.  The underwriting and review practices combined with the relatively small loan amounts that are spread across many individual borrowers, minimizes risk.  Consumer loans and leases that are 90 days past due or more are considered non-performing.

Credit cards include both commercial and consumer credit cards.  Commercial credit cards are generally unsecured and are underwritten with criteria similar to commercial loans, including an analysis of the borrower’s cash flow, available business capital, and overall creditworthiness of the borrower.  Consumer credit cards are underwritten based on the borrower’s repayment ability.  The Company monitors delinquencies on all of its consumer credit cards and periodically reviews the distribution of credit scores relative to historical periods to monitor credit risk on its consumer credit card loans.  

Credit risk is a potential loss resulting from nonpayment of either the primary or secondary exposure.  Credit risk is mitigated with formal risk management practices and a thorough initial credit-granting process including consistent underwriting standards and approval process.  Control factors or techniques to minimize credit risk include knowing the client, understanding total exposure, analyzing the client and debtor’s financial capacity, and monitoring the client’s activities.  Credit risk and portions of the portfolio risk are managed through concentration considerations, average risk ratings, and other aggregate characteristics.  

11

Loan Aging Analysis

This table provides a summary of loan classes and an aging of past due loans at March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Nonaccrual Loans		Total Past Due		Current		Total Loans
Loans
Commercial and industrial	$	4,964	$	—	$	8,059	$	13,023	$	9,564,802	$	9,577,825
Specialty lending		—		—		—		—		574,294		574,294
Commercial real estate		5,581		—		2,418		7,999		8,041,314		8,049,313
Consumer real estate		204		—		4,524		4,728		2,764,198		2,768,926
Consumer		101		14		54		169		130,500		130,669
Credit cards		3,325		1,709		425		5,459		440,977		446,436
Leases and other		—		—		—		—		265,509		265,509
Total loans	$	14,175	$	1,723	$	15,480	$	31,378	$	21,781,594	$	21,812,972

	December 31, 2022
	30-89 Days Past Due and Accruing		Greater than 90 Days Past Due and Accruing		Nonaccrual Loans		Total Past Due		Current		Total Loans
Loans
Commercial and industrial	$	2,456	$	2	$	11,356	$	13,814	$	9,192,172	$	9,205,986
Specialty lending		—		—		—		—		602,706		602,706
Commercial real estate		2,167		191		2,505		4,863		7,611,223		7,616,086
Consumer real estate		10		—		4,882		4,892		2,718,377		2,723,269
Consumer		613		20		61		694		144,972		145,666
Credit cards		3,529		1,404		441		5,374		426,298		431,672
Leases and other		—		—		24		24		305,780		305,804
Total loans	$	8,775	$	1,617	$	19,269	$	29,661	$	21,001,528	$	21,031,189

The Company sold consumer real estate loans with proceeds of $13.7 million and $9.5 million in the secondary market without recourse during the three months ended March 31, 2023 and 2022, respectively.  

The Company has ceased the recognition of interest on loans with a carrying value of $15.5 million and $19.3 million at March 31, 2023 and December 31, 2022, respectively.  Restructured loans totaled $6.0 million and $5.2 million at March 31, 2023 and December 31, 2022, respectively.  Loans 90 days past due and still accruing interest amounted to $1.7 million and $1.6 million at March 31, 2023 and December 31, 2022, respectively.  All interest accrued but not received for loans placed on nonaccrual is reversed against interest income.  There was an insignificant amount of interest reversed related to loans on nonaccrual during 2023 and 2022.  Nonaccrual loans with no related allowance for credit losses totaled $13.9 million and $16.7 million at March 31, 2023 and December 31, 2022, respectively.

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The following tables provide the amortized cost of nonaccrual loans with no related allowance for credit losses by loan class at March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
	Nonaccrual Loans		Amortized Cost of Nonaccrual Loans with no related Allowance
Loans
Commercial and industrial	$	8,059	$	6,483
Specialty lending		—		—
Commercial real estate		2,418		2,418
Consumer real estate		4,524		4,524
Consumer		54		54
Credit cards		425		425
Leases and other		—		—
Total loans	$	15,480	$	13,904

	December 31, 2022
	Nonaccrual Loans		Amortized Cost of Nonaccrual Loans with no related Allowance
Loans
Commercial and industrial	$	11,356	$	9,447
Specialty lending		—		—
Commercial real estate		2,505		2,505
Consumer real estate		4,882		4,226
Consumer		61		61
Credit cards		441		441
Leases and other		24		24
Total loans	$	19,269	$	16,704

Amortized Cost

The following tables provide a summary of the amortized cost balance of each of the Company’s loan classes disaggregated by collateral type and origination year as of March 31, 2023 and December 31, 2022, as well as the gross charge-offs by loan class and origination year for the three months ended March 31, 2023 (in thousands):

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	March 31, 2023
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Loan Segment and Type	Amortized Cost Basis by Origination Year - Term Loans
	2023		2022		2021		2020		2019		Prior						Total
Commercial and industrial:
Equipment/Accounts Receivable/Inventory	$	485,403	$	1,970,486	$	1,476,507	$	604,059	$	254,607	$	184,452	$	4,449,092	$	—	$	9,424,606
Agriculture		3,491		11,614		4,902		1,696		1,906		576		118,359		—		142,544
Overdrafts		—		—		—		—		—		—		10,675		—		10,675
Total Commercial and industrial		488,894		1,982,100		1,481,409		605,755		256,513		185,028		4,578,126		—		9,577,825
Current period charge-offs		—		—		383		—		—		21		2,415		—		2,819
Specialty lending:
Asset-based lending		—		18,529		61,460		35,990		—		—		458,315		—		574,294
Total Specialty lending		—		18,529		61,460		35,990		—		—		458,315		—		574,294
Current period charge-offs		—		—		—		—		—		—		—		—		—
Commercial real estate:
Owner-occupied		67,396		669,916		599,261		365,292		169,529		258,198		6,700		956		2,137,248
Non-owner-occupied		278,080		1,059,779		878,097		566,316		309,287		247,148		28,563		—		3,367,270
Farmland		30,778		83,652		46,573		205,198		23,595		25,108		107,934		—		522,838
5+ Multi-family		—		27,734		76,222		67,619		18,853		6,999		4,635		—		202,062
1-4 Family construction		18,554		59,992		3,272		—		—		—		841		—		82,659
General construction		64,488		811,587		754,942		43,821		15,380		378		46,640		—		1,737,236
Total Commercial real estate		459,296		2,712,660		2,358,367		1,248,246		536,644		537,831		195,313		956		8,049,313
Current period charge-offs		—		—		—		—		—		21		—		—		21
Consumer real estate:
HELOC		—		232		—		545		105		5,680		332,284		1,716		340,562
First lien: 1-4 family		94,859		617,128		737,664		597,584		168,372		180,259		17		—		2,395,883
Junior lien: 1-4 family		1,782		13,307		8,080		4,682		2,420		2,123		87		—		32,481
Total Consumer real estate		96,641		630,667		745,744		602,811		170,897		188,062		332,388		1,716		2,768,926
Current period charge-offs		—		—		—		—		—		1,121		—		—		1,121
Consumer:
Revolving line		—		—		—		—		—		—		45,528		1,619		47,147
Auto		2,315		8,224		5,740		3,780		2,241		352		—		—		22,652
Other		2,716		24,891		27,461		820		657		1,500		2,825		—		60,870
Total Consumer		5,031		33,115		33,201		4,600		2,898		1,852		48,353		1,619		130,669
Current period charge-offs		—		3		—		—		—		1		265		—		269
Credit cards:
Consumer		—		—		—		—		—		—		195,367		—		195,367
Commercial		—		—		—		—		—		—		251,069		—		251,069
Total Credit cards		—		—		—		—		—		—		446,436		—		446,436
Current period charge-offs		—		—		—		—		—		—		1,604		—		1,604
Leases and other:
Leases		—		—		—		—		712		1,207		—		—		1,919
Other		14,395		109,397		19,240		18,825		32,514		15,086		54,133		—		263,590
Total Leases and other		14,395		109,397		19,240		18,825		33,226		16,293		54,133		—		265,509
Current period charge-offs		—		—		—		—		—		—		—		—		—
Total loans	$	1,064,257	$	5,486,468	$	4,699,421	$	2,516,227	$	1,000,178	$	929,066	$	6,113,064	$	4,291	$	21,812,972

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	December 31, 2022
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Loan Segment and Type	Amortized Cost Basis by Origination Year - Term Loans
	2022		2021		2020		2019		2018		Prior						Total
Commercial and industrial:
Equipment/Accounts Receivable/Inventory	$	2,140,609	$	1,562,527	$	642,649	$	267,444	$	96,916	$	86,787	$	4,223,358	$	3,926	$	9,024,216
Agriculture		13,630		5,415		2,046		1,985		396		541		149,266		562		173,841
Overdrafts		—		—		—		—		—		—		7,929		—		7,929
Total Commercial and industrial		2,154,239		1,567,942		644,695		269,429		97,312		87,328		4,380,553		4,488		9,205,986
Specialty lending:
Asset-based lending		18,084		55,469		36,040		—		—		—		493,113		—		602,706
Total Specialty lending		18,084		55,469		36,040		—		—		—		493,113		—		602,706
Commercial real estate:
Owner-occupied		656,860		593,861		388,519		180,786		136,499		167,628		8,685		—		2,132,838
Non-owner-occupied		1,128,978		855,508		568,489		368,203		64,915		229,826		28,679		—		3,244,598
Farmland		94,989		47,092		220,796		24,057		15,963		24,162		121,054		—		548,113
5+ Multi-family		30,920		35,869		68,996		18,978		1,334		5,776		4,908		—		166,781
1-4 Family construction		61,943		15,217		—		—		—		—		19		—		77,179
General construction		628,820		719,437		43,166		15,492		—		395		39,267		—		1,446,577
Total Commercial real estate		2,602,510		2,266,984		1,289,966		607,516		218,711		427,787		202,612		—		7,616,086
Consumer real estate:
HELOC		237		—		618		224		654		5,389		339,066		981		347,169
First lien: 1-4 family		628,703		748,362		607,105		173,466		45,907		140,443		12		—		2,343,998
Junior lien: 1-4 family		13,490		8,445		5,107		2,529		940		1,504		87		—		32,102
Total Consumer real estate		642,430		756,807		612,830		176,219		47,501		147,336		339,165		981		2,723,269
Consumer:
Revolving line		467		584		—		—		—		—		58,133		1,403		60,587
Auto		9,124		6,543		4,455		2,743		335		159		—		—		23,359
Other		26,306		27,751		1,096		876		1,133		591		3,967		—		61,720
Total Consumer		35,897		34,878		5,551		3,619		1,468		750		62,100		1,403		145,666
Credit cards:
Consumer		—		—		—		—		—		—		200,348		—		200,348
Commercial		—		—		—		—		—		—		231,324		—		231,324
Total Credit cards		—		—		—		—		—		—		431,672		—		431,672
Leases and other:
Leases		—		—		—		712		—		1,224		—		—		1,936
Other		125,095		34,282		22,552		32,055		17,764		1,066		71,054		—		303,868
Total Leases and other		125,095		34,282		22,552		32,767		17,764		2,290		71,054		—		305,804
Total loans	$	5,578,255	$	4,716,362	$	2,611,634	$	1,089,550	$	382,756	$	665,491	$	5,980,269	$	6,872	$	21,031,189

Accrued interest on loans totaled $89.9 million and $90.6 million as of March 31, 2023 and December 31, 2022, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets.  The total amount of accrued interest is excluded from the amortized cost basis of loans presented above.  Further, the Company has elected not to measure an allowance for credit losses for accrued interest receivable.

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Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans, net charge-offs, non-performing loans, and general economic conditions.

The Company utilizes a risk grading matrix to assign a rating to each of its commercial, commercial real estate, and construction real estate loans. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified.  The loan ratings are summarized into the following categories:  Non-watch list, Watch, Special Mention, Substandard, and Doubtful.  Any loan not classified in one of the categories described below is considered to be a Non-watch list loan.  A description of the general characteristics of the loan rating categories is as follows:

• Watch – This rating represents credit exposure that presents higher than average risk and warrants greater than routine attention by Company personnel due to conditions affecting the borrower, the borrower’s industry, or the economic environment.  These conditions have resulted in some degree of uncertainty that results in higher-than-average credit risk.  These loans are considered pass-rated credits.

• Special Mention – This rating reflects a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the borrower’s credit position at some future date.  The rating is not adversely classified and does not expose an institution to sufficient risk to warrant adverse classification.

• Substandard – This rating represents an asset inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any.  Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  Loans in this category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.  Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

• Doubtful – This rating represents an asset that has all the weaknesses inherent in an asset classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable.  The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage of strengthening the asset, its classification as an estimated loss is deferred until its more exact status may be determined.  Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, or perfecting liens.

Commercial and industrial

A discussion of the credit quality indicators that impact each type of collateral securing Commercial and industrial loans is included below:

Equipment, accounts receivable, and inventory General commercial and industrial loans are secured by working capital assets and non-real estate assets.  The general purpose of these loans is for financing capital expenditures and current operations for commercial and industrial entities.  These assets are short-term in nature.  In the case of accounts receivable and inventories, the repayment of debt is reliant upon converting assets into cash or through goods and services being sold and collected.  Collateral-based risk is due to aged short-term assets, which can be indicative of underlying issues with the borrower and lead to the value of the collateral being overstated.

Agriculture Agricultural loans are secured by non-real estate agricultural assets.  These include shorter-term assets such as equipment, crops, and livestock.  The risks associated with loans to finance crops or livestock include the borrower’s ability to successfully raise and market the commodity.  Adverse weather conditions and other natural perils can dramatically affect farmers’ or ranchers’ production and ability to service debt.  Volatile commodity prices present another significant risk for agriculture borrowers.  Market price volatility and production cost volatility can affect both revenues and expenses.

16

Overdrafts Commercial overdrafts are typically short-term and unsecured.  Some commercial borrowers tie their overdraft obligation to their line of credit, so any draw on the line of credit will satisfy the overdraft.

Based on the factors noted above for each type of collateral, the Company assigns risk ratings to borrowers based on their most recently assessed financial position.

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2023		2022		2021		2020		2019		Prior						Total
Equipment/Accounts Receivable/Inventory
Non-watch list – Pass	$	464,095	$	1,921,845	$	1,353,428	$	555,610	$	226,993	$	174,219	$	4,115,279	$	—	$	8,811,469
Watch – Pass		1,863		30,695		104,202		45,386		14,614		5,304		207,705		—		409,769
Special Mention		—		4,545		5,253		1,151		—		2,641		34,285		—		47,875
Substandard		17,869		13,401		13,624		1,912		13,000		2,288		91,463		—		153,557
Doubtful		1,576		—		—		—		—		—		360		—		1,936
Total Equipment/Accounts Receivable/Inventory	$	485,403	$	1,970,486	$	1,476,507	$	604,059	$	254,607	$	184,452	$	4,449,092	$	—	$	9,424,606
Agriculture
Non-watch list – Pass	$	2,998	$	10,236	$	4,838	$	1,480	$	1,906	$	576	$	108,680	$	—	$	130,714
Watch – Pass		—		—		—		—		—		—		6,535		—		6,535
Special Mention		—		828		64		75		—		—		1,545		—		2,512
Substandard		493		550		—		141		—		—		1,599		—		2,783
Doubtful		—		—		—		—		—		—		—		—		—
Total Agriculture	$	3,491	$	11,614	$	4,902	$	1,696	$	1,906	$	576	$	118,359	$	—	$	142,544

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	December 31, 2022
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2022		2021		2020		2019		2018		Prior						Total
Equipment/Accounts Receivable/Inventory
Non-watch list – Pass	$	2,079,002	$	1,466,120	$	588,562	$	246,387	$	90,656	$	83,054	$	3,879,709	$	3,633	$	8,437,123
Watch – Pass		28,570		78,523		52,696		7,493		3,617		2,275		213,871		—		387,045
Special Mention		4,072		5,637		1,178		—		1,817		899		34,631		—		48,234
Substandard		26,698		12,247		213		13,564		826		559		92,352		293		146,752
Doubtful		2,267		—		—		—		—		—		2,795		—		5,062
Total Equipment/Accounts Receivable/Inventory	$	2,140,609	$	1,562,527	$	642,649	$	267,444	$	96,916	$	86,787	$	4,223,358	$	3,926	$	9,024,216
Agriculture
Non-watch list – Pass	$	12,252	$	5,351	$	1,693	$	1,985	$	396	$	541	$	137,759	$	—	$	159,977
Watch – Pass		550		—		206		—		—		—		8,512		562		9,830
Special Mention		828		64		147		—		—		—		1,539		—		2,578
Substandard		—		—		—		—		—		—		1,456		—		1,456
Doubtful		—		—		—		—		—		—		—		—		—
Total Agriculture	$	13,630	$	5,415	$	2,046	$	1,985	$	396	$	541	$	149,266	$	562	$	173,841

Specialty lending

A discussion of the credit quality indicators that impact each type of collateral securing Specialty loans is included below:

Asset-based lending General asset-based loans are secured by accounts receivable, inventory, equipment, and real estate.  The purpose of these loans is for financing current operations for commercial customers.  The repayment of debt is reliant upon collection of the accounts receivable within 30 to 90 days or converting assets into cash or through goods and services being sold and collected.  The Company tracks each individual borrower credit risk based on their loan to collateral position.  Any borrower position where the underlying value of collateral is below the fair value of the loan is considered out-of-margin and inherently higher risk.

The following table provides a summary of the amortized cost balance by risk rating for asset-based loans as of March 31, 2023 and December 31, 2022 (in thousands):

	Asset-based lending
Risk	March 31, 2023		December 31, 2022
In-margin	$	566,480	$	602,706
Out-of-margin		7,814		—
Total	$	574,294	$	602,706

Commercial real estate

A discussion of the credit quality indicators that impact each type of collateral securing Commercial real estate loans is included below:

Owner-occupied Owner-occupied loans are secured by commercial real estate.  These loans are often longer tenured and susceptible to multiple economic cycles.  The loans rely on the owner-occupied operations to service

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debt which cover a broad spectrum of industries.  Real estate debt can carry a significant amount of leverage for a borrower to maintain.

Non-owner-occupied Non-owner-occupied loans are secured by commercial real estate.  These loans are often longer tenured and susceptible to multiple economic cycles.  The key element of risk in this type of lending is the cyclical nature of real estate markets.  Although national conditions affect the overall real estate industry, the effect of national conditions on local markets is equally important.  Factors such as unemployment rates, consumer demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas.  In addition to geographic considerations, markets can be defined by property type.  While all sectors are influenced by economic conditions, some sectors are more sensitive to certain economic factors than others.

Farmland Farmland loans are secured by real estate used for agricultural purposes such as crop and livestock production. Assets used as collateral are long-term assets that carry the ability to have longer amortizations and maturities.  Longer terms carry the risk of added susceptibility to market conditions. The limited purpose of some Agriculture-related collateral affects credit risk because such collateral may have limited or no other uses to support values when loan repayment problems emerge.

5+ Multi-family 5+ multi-family loans are secured by a multi-family residential property. The primary risks associated with this type of collateral are largely driven by economic conditions. The national and local market conditions can change with unemployment rates or competing supply of multi-family housing.   Tenants may not be able to afford their housing or have better options and this can result in increased vacancy.  Rents may need to be lowered to fill apartment units.  Increased vacancy and lower rental rates not only drive the borrower’s ability to repay debt but also contribute to how the collateral is valued.

1-4 Family construction 1-4 family construction loans are secured by 1-4 family residential real estate and are in the process of construction or improvements being made. The predominant risk inherent to this portfolio is the risk associated with a borrower’s ability to successfully complete a project on time and within budget. Market conditions also play an important role in understanding the risk profile.  Risk from adverse changes in market conditions from the start of development to completion can result in deflated collateral values.

General construction General construction loans are secured by commercial real estate in process of construction or improvements being made and their repayment is dependent on the collateral’s completion.  Construction lending presents unique risks not encountered in term financing of existing real estate. The predominant risk inherent to this portfolio is the risk associated with a borrower’s ability to successfully complete a project on time and within budget.  Commercial properties under construction are susceptible to market and economic conditions.  Demand from prospective customers may erode after construction begins because of a general economic slowdown or an increase in the supply of competing properties.

Based on the factors noted above for each type of collateral, the Company assigns risk ratings to borrowers based on their most recently assessed financial position.  

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2023 and December 31, 2022 (in thousands):

19

	March 31, 2023
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2023		2022		2021		2020		2019		Prior						Total
Owner-occupied
Non-watch list – Pass	$	65,983	$	641,834	$	564,708	$	344,284	$	150,837	$	249,947	$	6,700	$	956	$	2,025,249
Watch – Pass		725		20,669		32,363		16,683		11,651		4,640		—		—		86,731
Special Mention		688		5,390		2,190		4,304		4,196		—		—		—		16,768
Substandard		—		2,023		—		21		2,845		3,611		—		—		8,500
Doubtful		—		—		—		—		—		—		—		—		—
Total Owner-occupied	$	67,396	$	669,916	$	599,261	$	365,292	$	169,529	$	258,198	$	6,700	$	956	$	2,137,248
Non-owner-occupied
Non-watch list – Pass	$	251,630	$	946,458	$	808,130	$	566,316	$	266,585	$	232,111	$	28,563	$	—	$	3,099,793
Watch – Pass		26,450		113,321		45,122		—		42,702		5,016		—		—		232,611
Special Mention		—		—		24,845		—		—		—		—		—		24,845
Substandard		—		—		—		—		—		10,021		—		—		10,021
Doubtful		—		—		—		—		—		—		—		—		—
Total Non-owner-occupied	$	278,080	$	1,059,779	$	878,097	$	566,316	$	309,287	$	247,148	$	28,563	$	—	$	3,367,270
Farmland
Non-watch list – Pass	$	19,053	$	51,597	$	36,219	$	203,164	$	17,102	$	21,441	$	99,956	$	—	$	448,532
Watch – Pass		225		19,750		6,414		—		—		2,504		704		—		29,597
Special Mention		—		5,505		—		947		—		—		—		—		6,452
Substandard		11,500		6,800		3,940		1,087		6,493		1,163		7,274		—		38,257
Doubtful		—		—		—		—		—		—		—		—		—
Total Farmland	$	30,778	$	83,652	$	46,573	$	205,198	$	23,595	$	25,108	$	107,934	$	—	$	522,838
5+ Multi-family
Non-watch list – Pass	$	—	$	27,734	$	76,222	$	67,619	$	18,853	$	6,999	$	4,635	$	—	$	202,062
Watch – Pass		—		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total 5+ Multi-family	$	—	$	27,734	$	76,222	$	67,619	$	18,853	$	6,999	$	4,635	$	—	$	202,062
1-4 Family construction
Non-watch list – Pass	$	18,554	$	59,992	$	3,272	$	—	$	—	$	—	$	841	$	—	$	82,659
Watch – Pass		—		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total 1-4 Family construction	$	18,554	$	59,992	$	3,272	$	—	$	—	$	—	$	841	$	—	$	82,659
General construction
Non-watch list – Pass	$	64,062	$	799,202	$	746,723	$	43,821	$	15,361	$	363	$	46,640	$	—	$	1,716,172
Watch – Pass		341		12,385		—		—		19		—		—		—		12,745
Special Mention		—		—		8,219		—		—		—		—		—		8,219
Substandard		—		—		—		—		—		15		—		—		15
Doubtful		85		—		—		—		—		—		—		—		85
Total General construction	$	64,488	$	811,587	$	754,942	$	43,821	$	15,380	$	378	$	46,640	$	—	$	1,737,236

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	December 31, 2022
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2022		2021		2020		2019		2018		Prior						Total
Owner-occupied
Non-watch list – Pass	$	628,858	$	559,067	$	364,760	$	149,183	$	133,339	$	162,412	$	7,850	$	—	$	2,005,469
Watch – Pass		19,405		32,581		17,061		9,785		2,664		2,121		—		—		83,617
Special Mention		5,435		2,213		5,120		18,946		—		—		835		—		32,549
Substandard		3,162		—		1,578		2,872		496		3,095		—		—		11,203
Doubtful		—		—		—		—		—		—		—		—		—
Total Owner-occupied	$	656,860	$	593,861	$	388,519	$	180,786	$	136,499	$	167,628	$	8,685	$	—	$	2,132,838
Non-owner-occupied
Non-watch list – Pass	$	1,075,444	$	810,926	$	568,489	$	356,896	$	64,915	$	214,635	$	28,679	$	—	$	3,119,984
Watch – Pass		53,534		44,582		—		11,307		—		5,071		—		—		114,494
Special Mention		—		—		—		—		—		10,109		—		—		10,109
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		11		—		—		11
Total Non-owner-occupied	$	1,128,978	$	855,508	$	568,489	$	368,203	$	64,915	$	229,826	$	28,679	$	—	$	3,244,598
Farmland
Non-watch list – Pass	$	62,357	$	36,698	$	218,704	$	17,563	$	2,830	$	20,285	$	113,385	$	—	$	471,822
Watch – Pass		20,327		6,454		1,055		101		—		2,559		395		—		30,891
Special Mention		5,505		—		1,001		—		—		—		—		—		6,506
Substandard		6,800		3,940		36		6,393		13,133		1,318		7,274		—		38,894
Doubtful		—		—		—		—		—		—		—		—		—
Total Farmland	$	94,989	$	47,092	$	220,796	$	24,057	$	15,963	$	24,162	$	121,054	$	—	$	548,113
5+ Multi-family
Non-watch list – Pass	$	30,920	$	35,869	$	68,996	$	18,978	$	1,334	$	5,776	$	4,908	$	—	$	166,781
Watch – Pass		—		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total 5+ Multi-family	$	30,920	$	35,869	$	68,996	$	18,978	$	1,334	$	5,776	$	4,908	$	—	$	166,781
1-4 Family construction
Non-watch list – Pass	$	61,943	$	15,217	$	—	$	—	$	—	$	—	$	19	$	—	$	77,179
Watch – Pass		—		—		—		—		—		—		—		—		—
Special Mention		—		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—		—
Total 1-4 Family construction	$	61,943	$	15,217	$	—	$	—	$	—	$	—	$	19	$	—	$	77,179
General construction
Non-watch list – Pass	$	628,479	$	699,698	$	43,166	$	15,384	$	—	$	380	$	39,267	$	—	$	1,426,374
Watch – Pass		341		—		—		22		—		—		—		—		363
Special Mention		—		8,340		—		—		—		—		—		—		8,340
Substandard		—		11,399		—		—		—		15		—		—		11,414
Doubtful		—		—		—		86		—		—		—		—		86
Total General construction	$	628,820	$	719,437	$	43,166	$	15,492	$	—	$	395	$	39,267	$	—	$	1,446,577

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Consumer real estate

A discussion of the credit quality indicators that impact each type of collateral securing Consumer real estate loans is included below:

HELOC HELOC loans are revolving lines of credit secured by 1-4 family residential property. The primary risk is the borrower’s inability to repay debt.  Revolving notes are often associated with HELOCs that can be secured by real estate without a 1st lien priority.  Collateral is susceptible to market volatility impacting home values or economic downturns.

First lien: 1-4 family First lien 1-4 family loans are secured by a first lien on 1-4 family residential property. These term loans carry longer maturities and amortizations.  The longer tenure exposes the borrower to multiple economic cycles, coupled with longer amortizations that result in smaller principal reduction early in the life of the loan. Collateral is susceptible to market volatility impacting home values.

Junior lien: 1-4 family Junior lien 1-4 family loans are secured by a junior lien on 1-4 family residential property. The Company’s primary risk is the borrower’s inability to repay debt and not being in a first lien position. Collateral is susceptible to market volatility impacting home values or economic downturns.

A borrower is considered non-performing if the Company has ceased the recognition of interest and the loan is placed on non-accrual.  Charge-offs and borrower performance are tracked on a loan origination vintage basis. Certain vintages, based on their maturation cycle, could be at higher risk due to collateral-based risk factors.

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2023		2022		2021		2020		2019		Prior						Total
HELOC
Performing	$	—	$	116	$	—	$	522	$	52	$	3,908	$	332,200	$	1,350	$	338,148
Non-performing		—		116		—		23		53		1,772		84		366		2,414
Total HELOC	$	—	$	232	$	—	$	545	$	105	$	5,680	$	332,284	$	1,716	$	340,562
First lien: 1-4 family
Performing	$	94,859	$	616,640	$	737,573	$	597,535	$	167,947	$	179,286	$	17	$	—	$	2,393,857
Non-performing		—		488		91		49		425		973		—		—		2,026
Total First lien: 1-4 family	$	94,859	$	617,128	$	737,664	$	597,584	$	168,372	$	180,259	$	17	$	—	$	2,395,883
Junior lien: 1-4 family
Performing	$	1,782	$	13,307	$	8,080	$	4,682	$	2,420	$	2,040	$	87	$	—	$	32,398
Non-performing		—		—		—		—		—		83		—		—		83
Total Junior lien: 1-4 family	$	1,782	$	13,307	$	8,080	$	4,682	$	2,420	$	2,123	$	87	$	—	$	32,481

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	December 31, 2022
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2022		2021		2020		2019		2018		Prior						Total
HELOC
Performing	$	120	$	—	$	592	$	90	$	148	$	3,919	$	338,979	$	759	$	344,607
Non-performing		117		—		26		134		506		1,470		87		222		2,562
Total HELOC	$	237	$	—	$	618	$	224	$	654	$	5,389	$	339,066	$	981	$	347,169
First lien: 1-4 family
Performing	$	628,678	$	748,269	$	607,055	$	173,061	$	45,907	$	138,764	$	12	$	—	$	2,341,746
Non-performing		25		93		50		405		—		1,679		—		—		2,252
Total First lien: 1-4 family	$	628,703	$	748,362	$	607,105	$	173,466	$	45,907	$	140,443	$	12	$	—	$	2,343,998
Junior lien: 1-4 family
Performing	$	13,490	$	8,445	$	5,107	$	2,529	$	940	$	1,437	$	87	$	—	$	32,035
Non-performing		—		—		—		—		—		67		—		—		67
Total Junior lien: 1-4 family	$	13,490	$	8,445	$	5,107	$	2,529	$	940	$	1,504	$	87	$	—	$	32,102

Consumer

A discussion of the credit quality indicators that impact each type of collateral securing Consumer loans is included below:

Revolving line Consumer Revolving lines of credit are secured by consumer assets other than real estate.  The primary risk associated with this collateral is related to market volatility and the value of the underlying financial assets.

Auto Direct consumer auto loans are secured by new and used consumer vehicles.  The primary risk with this collateral class is the rate at which the collateral depreciates.

Other This category includes Other consumer loans made to an individual.  The primary risk for this category is for those loans where the loan is unsecured.  This collateral type also includes other unsecured lending such as consumer overdrafts.

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A borrower is considered non-performing if the Company has ceased the recognition of interest and the loan is placed on non-accrual.  Charge-offs and borrower performance are tracked on a loan origination vintage basis. Certain vintages, based on their maturation cycle, could be at higher risk due to collateral-based risk factors.

The following tables provide a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2023 and December 31, 2022 (in thousands): 

	March 31, 2023
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2023		2022		2021		2020		2019		Prior						Total
Revolving line
Performing	$	—	$	—	$	—	$	—	$	—	$	—	$	45,528	$	1,619	$	47,147
Non-performing		—		—		—		—		—		—		—		—		—
Total Revolving line	$	—	$	—	$	—	$	—	$	—	$	—	$	45,528	$	1,619	$	47,147
Auto
Performing	$	2,315	$	8,224	$	5,703	$	3,780	$	2,241	$	352	$	—	$	—	$	22,615
Non-performing		—		—		37		—		—		—		—		—		37
Total Auto	$	2,315	$	8,224	$	5,740	$	3,780	$	2,241	$	352	$	—	$	—	$	22,652
Other
Performing	$	2,716	$	24,874	$	27,461	$	820	$	657	$	1,500	$	2,825	$	—	$	60,853
Non-performing		—		17		—		—		—		—		—		—		17
Total Other	$	2,716	$	24,891	$	27,461	$	820	$	657	$	1,500	$	2,825	$	—	$	60,870

	December 31, 2022
													Amortized Cost - Revolving Loans		Amortized Cost - Revolving Loans Converted to Term Loans
Risk by Collateral	Amortized Cost Basis by Origination Year - Term Loans
	2022		2021		2020		2019		2018		Prior						Total
Revolving line
Performing	$	467	$	584	$	—	$	—	$	—	$	—	$	58,133	$	1,403	$	60,587
Non-performing		—		—		—		—		—		—		—		—		—
Total Revolving line	$	467	$	584	$	—	$	—	$	—	$	—	$	58,133	$	1,403	$	60,587
Auto
Performing	$	9,124	$	6,498	$	4,454	$	2,743	$	335	$	159	$	—	$	—	$	23,313
Non-performing		—		45		1		—		—		—		—		—		46
Total Auto	$	9,124	$	6,543	$	4,455	$	2,743	$	335	$	159	$	—	$	—	$	23,359
Other
Performing	$	26,291	$	27,751	$	1,096	$	876	$	1,133	$	591	$	3,967	$	—	$	61,705
Non-performing		15		—		—		—		—		—		—		—		15
Total Other	$	26,306	$	27,751	$	1,096	$	876	$	1,133	$	591	$	3,967	$	—	$	61,720

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Credit cards

A discussion of the credit quality indicators that impact Credit card loans is included below:

Consumer Consumer credit card loans are revolving loans made to individuals.  The primary risk associated with this collateral class is credit card debt is generally unsecured; therefore, repayment depends primarily on a borrower’s willingness and capacity to repay. The highly competitive environment for credit card lending provides consumers with ample opportunity to hold several credit cards from different issuers and to pay only minimum monthly payments on outstanding balances. In such an environment, borrowers may become over-extended and unable to repay, particularly in times of an economic downturn or a personal catastrophic event.

The consumer credit card portfolio is segmented by borrower payment activity.  Transactors are defined as accounts that pay off their balance by the end of each statement cycle.  Revolvers are defined as an account that carries a balance from statement cycle to the next.  These accounts incur monthly finance charges, and, sometimes, late fees.  Revolvers are inherently higher risk and are tracked by credit score.

Commercial Commercial credit card loans are revolving loans made to small and commercial businesses.   The primary risk associated with this collateral class is credit card debt is generally unsecured; therefore, repayment depends primarily on a borrower’s willingness and capacity to repay. Borrowers may become over-extended and unable to repay, particularly in times of an economic downturn or a catastrophic event.

The commercial credit card portfolio is segmented by current and past due payment status.  A borrower is past due after 30 days.  In general, commercial credit card customers do not have incentive to hold a balance resulting in paying interest on credit card debt as commercial customers will typically have other debt obligations with lower interest rates in which they can utilize for capital.

The following table provides a summary of the amortized cost balance of consumer credit cards by risk rating as of March 31, 2023 and December 31, 2022 (in thousands):

	Consumer
Risk	March 31, 2023		December 31, 2022
Transactor accounts	$	73,236	$	73,670
Revolver accounts (by credit score):
Less than 600		6,668		4,684
600-619		2,906		2,515
620-639		4,918		4,959
640-659		8,584		8,655
660-679		10,303		9,593
680-699		11,245		12,023
700-719		13,866		14,098
720-739		13,945		15,036
740-759		13,057		13,638
760-779		12,513		13,768
780-799		11,624		13,172
800-819		8,109		9,257
820-839		3,668		4,363
840+		725		917
Total	$	195,367	$	200,348

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The following table provides a summary of the amortized cost balance of commercial credit cards by risk rating as of March 31, 2023 and December 31, 2022 (in thousands):

	Commercial
Risk	March 31, 2023		December 31, 2022
Current	$	243,270	$	219,558
Past Due		7,799		11,766
Total	$	251,069	$	231,324

Leases and other

A discussion of the credit quality indicators that impact each type of collateral securing Leases and other loans is included below:

Leases Leases are either loans to individuals for household, family and other personal expenditures or are loans related to all other direct financing and leveraged leases on property for leasing to lessees other than for household, family and other personal expenditure purposes.  All leases are secured by the lease between the lessor and the lessee. These assignments grant the creditor a security interest in the rent stream from any lease, an important source of cash to pay the note in case of the borrower’s default.

Other Other loans are loans that are obligations of states and political subdivisions in the U.S., loans to non-depository financial institutions, loans for purchasing or carrying securities, or all other non-consumer loans.  Risk associated with other loans is tied to the underlying collateral by each type of loan.  Collateral is generally equipment, accounts receivable, inventory, 1-4 family residential construction and susceptible to the same risks mentioned with those collateral types previously.  Other risks consist of collateral that is secured by the stock of a non-depository financial institution, which can be unlisted stock with a limited market for the stock, or volatility of asset values driven by market performance.

Based on the factors noted above for each type of collateral, the Company assigns risk ratings to borrowers based on their most recently assessed financial position.  

The following table provides a summary of the amortized cost balance by collateral type and risk rating as of March 31, 2023 and December 31, 2022 (in thousands):

	Leases				Other
Risk	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Non-watch list – Pass	$	1,919	$	1,936	$	262,816	$	303,107
Watch – Pass		—		—		749		737
Special Mention		—		—		—		—
Substandard		—		—		25		24
Doubtful		—		—		—		—
Total	$	1,919	$	1,936	$	263,590	$	303,868

Allowance for Credit Losses

The allowance for credit losses (ACL) is a valuation account that is deducted from loans’ and held-to-maturity (HTM) securities’ amortized cost bases to present the net amount expected to be collected on the instrument.  Loans and HTM securities are charged off against the ACL when management believes the balance has become uncollectible.  Expected recoveries are included in the allowance and do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.  

Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable economic forecasts.  Historical credit loss experience provides the basis for the estimation of expected credit losses and is tracked over an economic cycle to capture a ‘through the cycle’ loss history.  Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in portfolio industry-based segmentation,

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risk rating and credit score changes, average prepayment rates, changes in environmental conditions, or other relevant factors.  For economic forecasts, the Company uses the Moody’s baseline scenario.  The Company has developed a dynamic reasonable and supportable forecast period that ranges from one to three years and changes based on economic conditions.  Due to current economic conditions, the Company’s reasonable and supportable forecast period is one year.  After the reasonable and supportable forecast period, the Company reverts to historical losses.  The reversion method applied to each portfolio can either be cliff or straight-line over four quarters.

The ACL is measured on a collective (pool) basis when similar risk characteristics exists.  The ACL also incorporates qualitative factors which represent adjustments to historical credit loss experience for items such as concentrations of credit and results of internal loan review.  The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods.  The Company’s portfolio segmentation consists of Commercial and industrial, Specialty lending, Commercial real estate, Consumer real estate, Consumer, Credit cards, Leases and other, and Held-to-maturity securities.  Multiple modeling techniques are used to measure credit losses based on the portfolio.  

The ACL for Commercial & industrial and Leases and other segments are measured using a probability of default and loss given default method.  Primary risk drivers within the segment are risk ratings of the individual loans along with changes of macro-economic variables.  The economic variables utilized are typically comprised of leading and lagging indicators.  The ACL for commercial & industrial loans is calculated by modeling probability of default (PD) over future periods multiplied by historical loss given default rates (LGD) multiplied by contractual exposure at default minus any estimated prepayments and charge offs.

Collateral positions for Specialty lending loans are continuously monitored by the Company and the borrower is required to continually adjust the amount of collateral securing the loan.  Credit losses are measured for any position where the amortized cost basis is greater than the fair value of the collateral.  The ACL for specialty lending loans is calculated by using a bottom-up approach comparing collateral values to outstanding balances.

The ACL for the Commercial real estate segment is measured using a PD and LGD method.  Primary risk characteristics within the segment are risk ratings of the individual loans, along with changes of macro-economic variables, such as interest rates, CRE price index, median household income, construction activity, farm income, and vacancy rates.  The ACL for commercial real estate loans is calculated by modeling PD over future periods based on peer bank data. The PD loss rate is then multiplied by historical LGD multiplied by contractual exposure at default minus any estimated prepayments and charge offs.

The ACL for the Consumer real estate and Consumer segments are measured using an origination vintage loss rate method applied to the loans’ amortized cost balance.  The primary risk driver within the segments is year of origination along with changes of macro-economic variables such as unemployment and the home price index.

The Credit card segment contains both consumer and commercial credit cards.  The ACL for Consumer credit cards is measured using a PD and LGD method for Revolvers and average historical loss rates across a defined lookback period for Transactors.  The PD and LGD method used for Revolvers is similar in nature to the method used in the Commercial & industrial and Commercial real estate segments.  Primary risk drivers within the segment are credit ratings of the individual card holders along with changes of macro-economic variables such as unemployment and retail sales.  The ACL for Commercial credit cards is measured using roll-rate loss rate method based on days past due.

The ACL for the State and political HTM securities segment is measured using a loss rate method based on historical bond rating transitions.  Primary risk drivers within the segment are bond ratings in the portfolio along with changes of macro-economic conditions.  There is no ACL for the U.S. Agency and GSE mortgage-backed HTM securities portfolios as they are considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government.  For further discussion on these securities, including the aging and amortized cost balance of HTM securities, see Note 5, “Securities.”

See the credit quality indicators presented previously for a summary of current risk in the Company’s portfolio.  Changes in economic forecasts will affect all portfolio segments, updated financial records from borrowers will affect portfolio segments by risk rating, updated credit scores will affect consumer credit cards,

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payment performance will affect consumer and commercial credit card portfolio segments, and updated bond credit ratings will affect held-to-maturity securities.  The Company actively monitors all credit quality indicators for risk changes that will influence the current estimate.

Expected credit losses are estimated over the contractual term of the loans, adjusted for prepayments when appropriate.  The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a concessionary loan term has been granted to a borrower experiencing financial difficulty or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company.

Credit card receivables do not have stated maturities.  In determining the estimated life of a credit card receivable, management first estimates the future cash flows expected to be received and then applies those expected future cash flows to the credit card balance.  Expected credit losses for credit cards are determined by estimating the amount and timing of principal payments expected to be received as payment for the balance outstanding as of the reporting period until the expected payments have been fully allocated.  The ACL is recorded for the excess of the balance outstanding as of the reporting period over the expected principal payments.  

Loans that do not share risk characteristics are evaluated on an individual basis.  Loans evaluated individually include loans on nonaccrual, loans that include modifications deemed concessionary and not temporary made to borrowers experiencing financial difficulty, or any loans specifically identified, and are excluded from the collective evaluation.  When it is determined that payment of interest or recovery of all principal is questionable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for undiscounted selling costs as appropriate.  All loans are classified as collateral dependent if placed on non-accrual or include modifications made to borrowers experiencing financial difficulty.  

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS

This table provides a rollforward of the allowance for credit losses by portfolio segment for the three months ended March 31, 2023 and March 31, 2022 (in thousands):

	Three Months Ended March 31, 2023
	Commercial and industrial			Specialty lending		Commercial real estate			Consumer real estate			Consumer			Credit cards			Leases and other			Total - Loans			HTM			Total
Allowance for credit losses:
Beginning balance	$	136,737		$	—	$	39,370		$	6,148		$	494		$	6,866		$	2,221		$	191,836		$	2,407		$	194,243
Charge-offs		(2,819	)		—		(21	)		(1,121	)		(269	)		(1,604	)		—			(5,834	)		—			(5,834	)
Recoveries		788			1		—			13			22			367			—			1,191			—			1,191
Provision		19,778			921		1,165			576			206			842			(172	)		23,316			(66	)		23,250
Ending balance - ACL	$	154,484		$	922	$	40,514		$	5,616		$	453		$	6,471		$	2,049		$	210,509		$	2,341		$	212,850
Allowance for credit losses on off-balance sheet credit exposures:
Beginning balance	$	2,178		$	186	$	418		$	124		$	13		$	—		$	62		$	2,981		$	107		$	3,088
Provision		—			—		—			—			—			—			—			—			—			—
Ending balance - ACL on off-balance sheet	$	2,178		$	186	$	418		$	124		$	13		$	—		$	62		$	2,981		$	107		$	3,088

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	Three Months Ended March 31, 2022
	Commercial and industrial			Specialty lending			Commercial real estate			Consumer real estate			Consumer			Credit cards			Leases and other			Total - Loans			HTM		Total
Allowance for credit losses:
Beginning balance	$	123,732		$	1,738		$	56,265		$	3,921		$	845		$	6,075		$	2,195		$	194,771		$	1,940	$	196,711
Charge-offs		(8,202	)		—			—			(32	)		(158	)		(1,465	)		—			(9,857	)		—		(9,857	)
Recoveries		661			—			362			28			29			399			—			1,479			—		1,479
Provision		2,477			(877	)		(9,317	)		120			(298	)		810			(20	)		(7,105	)		105		(7,000	)
Ending balance - ACL	$	118,668		$	861		$	47,310		$	4,037		$	418		$	5,819		$	2,175		$	179,288		$	2,045	$	181,333
Allowance for credit losses on off-balance sheet credit exposures:
Beginning balance	$	1,739		$	160		$	480		$	106		$	—		$	—		$	15		$	2,500		$	88	$	2,588
Provision		439			26			(62	)		18			13			—			47			481			19		500
Ending balance - ACL on off-balance sheet	$	2,178		$	186		$	418		$	124		$	13		$	—		$	62		$	2,981		$	107	$	3,088

The allowance for credit losses on off-balance sheet credit exposures is recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets. See Note 10 “Commitments, Contingencies and Guarantees.”

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Collateral Dependent Financial Assets

The following tables provide the amortized cost balance of financial assets considered collateral dependent as of March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023
Loan Segment and Type	Amortized Cost of Collateral Dependent Assets		Related Allowance for Credit Losses		Amortized Cost of Collateral Dependent Assets with no related Allowance
Commercial and industrial:
Equipment/Accounts Receivable/Inventory	$	11,314	$	1,293	$	9,222
Agriculture		—		—		—
Total Commercial and industrial		11,314		1,293		9,222
Specialty lending:
Asset-based lending		—		—		—
Total Specialty lending		—		—		—
Commercial real estate:
Owner-occupied		2,273		—		2,273
Non-owner-occupied		—		—		—
Farmland		218		—		218
5+ Multi-family		—		—		—
1-4 Family construction		—		—		—
General construction		100		—		100
Total Commercial real estate		2,591		—		2,591
Consumer real estate:
HELOC		2,414		—		2,414
First lien: 1-4 family		2,027		—		2,027
Junior lien: 1-4 family		83		—		83
Total Consumer real estate		4,524		—		4,524
Consumer:
Revolving line		—		—		—
Auto		37		—		37
Other		17		—		17
Total Consumer		54		—		54
Leases and other:
Leases		—		—		—
Other		—		—		—
Total Leases and other		—		—		—
Total loans	$	18,483	$	1,293	$	16,391

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	December 31, 2022
Loan Segment and Type	Amortized Cost of Collateral Dependent Assets		Related Allowance for Credit Losses		Amortized Cost of Collateral Dependent Assets with no related Allowance
Commercial and industrial:
Equipment/Accounts Receivable/Inventory	$	13,972	$	713	$	11,534
Agriculture		—		—		—
Total Commercial and industrial		13,972		713		11,534
Specialty lending:
Asset-based lending		—		—		—
Total Specialty lending		—		—		—
Commercial real estate:
Owner-occupied		2,204		—		2,204
Non-owner-occupied		—		—		—
Farmland		374		—		374
5+ Multi-family		—		—		—
1-4 Family construction		—		—		—
General construction		101		—		101
Total Commercial real estate		2,679		—		2,679
Consumer real estate:
HELOC		2,562		—		2,562
First lien: 1-4 family		2,253		6		1,597
Junior lien: 1-4 family		67		—		67
Total Consumer real estate		4,882		6		4,226
Consumer:
Revolving line		—		—		—
Auto		46		—		46
Other		15		—		15
Total Consumer		61		—		61
Leases and other:
Leases		—		—		—
Other		24		—		24
Total Leases and other		24		—		24
Total loans	$	21,618	$	719	$	18,524

Modifications made to Borrowers Experiencing Financial Difficulty

In the normal course of business, the Company may execute loan modifications with borrowers.  These modifications are analyzed to determine whether the modification is considered concessionary, long term and made to a borrower experiencing financial difficulty.  The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions.  These modifications allow the borrower short-term cash relief to allow them to improve their financial condition.  If a loan modification is determined to be made to a borrower experiencing financial difficulty, the loan is considered collateral dependent and evaluated as part of the ACL as described above in the Allowance for Credit Losses section of this note.   

For the three-month period ended March 31, 2023, the Company did not modify any loans made to borrowers experiencing financial difficulty.  

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The Company had no commitments to lend to borrowers experiencing financial difficulty for which the Company has modified an existing loan as of March 31, 2023.  The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default.  Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.  For the three-month period ended March 31, 2023, the Company had no loan modifications made to borrowers experiencing financial difficulty for which there was a payment default within the 12 months following the modification date.

Troubled Debt Restructurings

The prior period disclosures below are presented in accordance with previously applicable GAAP.  A loan modification is considered a TDR when a concession has been granted to a debtor experiencing financial difficulties.  The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions.  These modifications allow the debtor short-term cash relief to allow them to improve their financial condition.  The Company’s restructured loans are considered collateral dependent and evaluated as part of the allowance for credit loss as described above in the Allowance for Credit Losses section of this note.  

The Company had no commitments to lend to borrowers with loan modifications classified as TDRs as of March 31, 2022.  The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default.  Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term.

For the three-month period ended March 31, 2022, the Company had no new TDRs.  For the three-month period ended March 31, 2022, the Company had no TDRs for which there was a payment default within the 12 months following the restructure date.

5. Securities

Securities Available for Sale

This table provides detailed information about securities available for sale at March 31, 2023 and December 31, 2022 (in thousands):

March 31, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	809,468	$	172	$	(21,179	)	$	788,461
U.S. Agencies		178,186		—		(5,573	)		172,613
Mortgage-backed		4,434,505		236		(533,478	)		3,901,263
State and political subdivisions		1,419,116		3,899		(80,126	)		1,342,889
Corporates		390,546		—		(35,956	)		354,590
Collateralized loan obligations		353,778		172		(5,869	)		348,081
Total	$	7,585,599	$	4,479	$	(682,181	)	$	6,907,897

December 31, 2022	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
U.S. Treasury	$	804,158	$	58	$	(27,146	)	$	777,070
U.S. Agencies		178,261		—		(6,965	)		171,296
Mortgage-backed		4,574,905		92		(592,875	)		3,982,122
State and political subdivisions		1,465,598		1,608		(104,799	)		1,362,407
Corporates		401,059		—		(33,559	)		367,500
Collateralized loan obligations		353,969		32		(8,049	)		345,952
Total	$	7,777,950	$	1,790	$	(773,393	)	$	7,006,347

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The following table presents contractual maturity information for securities available for sale at March 31, 2023 (in thousands):

	Amortized		Fair
	Cost		Value
Due in 1 year or less	$	549,705	$	538,199
Due after 1 year through 5 years		1,307,206		1,265,373
Due after 5 years through 10 years		758,763		721,305
Due after 10 years		535,420		481,757
Total		3,151,094		3,006,634
Mortgage-backed securities		4,434,505		3,901,263
Total securities available for sale	$	7,585,599	$	6,907,897

Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

For the three months ended March 31, 2023, there were $68 thousand in proceeds from the sales of securities available for sale. For the three months ended March 31, 2022 there were no sales of securities available for sale. There were no gross realized gains for either the three months ended March 31, 2023 or 2022. Securities transactions resulted in gross realized losses of $2 thousand for the three months ended March 31, 2023. There were no gross realized losses for the three months ended March 31, 2022.    

There were $10.1 billion and $10.3 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at March 31, 2023 and December 31, 2022, respectively.

Accrued interest on securities available for sale totaled $29.3 million and $32.1 million as of March 31, 2023 and December 31, 2022, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets.  The total amount of accrued interest is excluded from the amortized cost of available-for-sale securities presented above.  Further, the Company has elected not to measure an ACL for accrued interest receivable.

The following table shows the Company’s available-for-sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2023 and December 31, 2022 (in thousands):

	Less than 12 months							12 months or more							Total
March 31, 2023	Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury		29	$	381,334	$	(8,755	)		36	$	368,480	$	(12,424	)		65	$	749,814	$	(21,179	)
U.S. Agencies		21		85,095		(1,519	)		8		87,519		(4,054	)		29		172,614		(5,573	)
Mortgage-backed		187		489,782		(18,536	)		692		3,401,595		(514,942	)		879		3,891,377		(533,478	)
State and political subdivisions		729		356,224		(5,540	)		1,019		680,152		(74,586	)		1,748		1,036,376		(80,126	)
Corporates		29		54,792		(1,689	)		243		299,598		(34,267	)		272		354,390		(35,956	)
Collateralized loan obligations		30		223,626		(4,565	)		9		70,453		(1,304	)		39		294,079		(5,869	)
Total		1,025	$	1,590,853	$	(40,604	)		2,007	$	4,907,797	$	(641,577	)		3,032	$	6,498,650	$	(682,181	)

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	Less than 12 months							12 months or more							Total
December 31, 2022	Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses
Description of Securities
U.S. Treasury		61	$	688,208	$	(22,731	)		4	$	55,314	$	(4,415	)		65	$	743,522	$	(27,146	)
U.S. Agencies		27		140,877		(4,734	)		2		30,419		(2,231	)		29		171,296		(6,965	)
Mortgage-backed		687		1,415,169		(102,881	)		205		2,557,035		(489,994	)		892		3,972,204		(592,875	)
State and political subdivisions		1,744		936,865		(51,427	)		273		233,679		(53,372	)		2,017		1,170,544		(104,799	)
Corporates		86		146,615		(8,783	)		189		216,885		(24,776	)		275		363,500		(33,559	)
Collateralized loan obligations		41		326,659		(7,820	)		1		4,785		(229	)		42		331,444		(8,049	)
Total		2,646	$	3,654,393	$	(198,376	)		674	$	3,098,117	$	(575,017	)		3,320	$	6,752,510	$	(773,393	)

The unrealized losses in the Company’s investments were caused by changes in interest rates, and not from a decline in credit of the underlying issuers.  The U.S. Treasury, U.S. Agency, and GSE mortgage-backed securities are all considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in the agency-backed portfolios are solely driven by change in interest rates caused by changing economic conditions. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates.

For the State and political subdivision portfolio, the majority of the Company’s holdings are in general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt.  For the State and political, Corporates, and Collateralized loan obligations portfolios, the Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis.  The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends.

During the three months ended March 31, 2023, the Company recorded a $4.8 million impairment on one Corporate available-for-sale security.

As of March 31, 2023 and December 31, 2022, there was no ACL related to the Company’s available-for-sale securities as the decline in fair value did not result from credit issues.

Securities Held to Maturity

The following table provides detailed information about securities held to maturity at March 31, 2023 and December 31, 2022, respectively (in thousands):

March 31, 2023	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Allowance for Credit Losses			Net Carrying Amount
U.S. Agencies	$	123,121	$	—	$	(3,640	)	$	119,481	$	—		$	123,121
Mortgage-backed		2,916,024		52		(346,680	)		2,569,396		—			2,916,024
State and political subdivisions		2,822,519		32,545		(172,079	)		2,682,985		(2,341	)		2,820,178
Total	$	5,861,664	$	32,597	$	(522,399	)	$	5,371,862	$	(2,341	)	$	5,859,323

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December 31, 2022	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Allowance for Credit Losses			Net Carrying Amount
U.S. Agencies	$	123,091	$	—	$	(4,567	)	$	118,524	$	—		$	123,091
Mortgage-backed		2,965,586		11		(392,530	)		2,573,067		—			2,965,586
State and political subdivisions		2,772,922		17,618		(201,472	)		2,589,068		(2,407	)		2,770,515
Total	$	5,861,599	$	17,629	$	(598,569	)	$	5,280,659	$	(2,407	)	$	5,859,192

The following table presents contractual maturity information for securities held to maturity at March 31, 2023 (in thousands):

	Amortized		Fair
	Cost		Value
Due in 1 year or less	$	91,828	$	91,663
Due after 1 year through 5 years		324,104		316,805
Due after 5 years through 10 years		823,981		800,822
Due after 10 years		1,705,727		1,593,176
Total		2,945,640		2,802,466
Mortgage-backed securities		2,916,024		2,569,396
Total securities held to maturity	$	5,861,664	$	5,371,862

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

There were no sales of securities held to maturity during the three months ended March 30, 2023 or 2022.

During the year ended December 31, 2022, securities with an amortized cost of $4.1 billion and a fair value of $3.8 billion were transferred from the available-for-sale classification to the held-to-maturity classification as the Company has the positive intent and ability to hold these securities to maturity. The transfer of securities was made at fair value at the time of transfer. The unrealized holding loss at the time of transfer is retained in AOCI and will be amortized over the remaining life of the securities, offsetting the related amortization of discount or premium on the transferred securities. No gains or losses were recognized at the time of the transfer. The amortized cost balance of securities held to maturity in the tables above includes a net unamortized unrealized loss of $237.1 million at March 31, 2023.

Accrued interest on securities held to maturity totaled $23.4 million and $27.0 million as March 31, 2023 and December 31, 2022, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets.  The total amount of accrued interest is excluded from the amortized cost of held-to-maturity securities presented above.  Further, the Company has elected not to measure an ACL for accrued interest receivable.

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The following table shows the Company’s held-to-maturity investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2023 and December 31, 2022, respectively (in thousands):

	Less than 12 months							12 months or more							Total
March 31, 2023	Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses
U.S. Agencies		11	$	119,481	$	(3,640	)		—	$	—	$	—			11	$	119,481	$	(3,640	)
Mortgage-backed		69		612,278		(44,192	)		194		1,953,254		(302,488	)		263		2,565,532		(346,680	)
State and political subdivisions		283		512,156		(24,154	)		1,200		1,598,001		(147,925	)		1,483		2,110,157		(172,079	)
Total		363	$	1,243,915	$	(71,986	)		1,394	$	3,551,255	$	(450,413	)		1,757	$	4,795,170	$	(522,399	)

	Less than 12 months							12 months or more							Total
December 31, 2022	Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses			Count		Fair Value		Unrealized Losses
U.S. Agency		11	$	118,524	$	(4,567	)		—	$	—	$	—			11	$	118,524	$	(4,567	)
Mortgage-backed		254		2,342,656		(346,611	)		11		228,079		(45,919	)		265		2,570,735		(392,530	)
State and political subdivisions		1,403		1,543,692		(177,957	)		61		617,805		(23,515	)		1,464		2,161,497		(201,472	)
Total		1,668	$	4,004,872	$	(529,135	)		72	$	845,884	$	(69,434	)		1,740	$	4,850,756	$	(598,569	)

The unrealized losses in the Company’s held-to-maturity portfolio were caused by changes in the interest rate environment.  The U.S. Agency and GSE mortgage-backed securities are considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. Therefore, the Company’s expected lifetime loss for these portfolios is zero and there is no ACL recorded for these portfolios. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates.

For the State and political subdivision portfolio, the Company’s holdings are in general obligation bonds as well as private placement bonds, which have very low historical default rates due to issuers generally having unlimited taxing authority to service the debt. The Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends. The underlying bonds are evaluated for credit losses in conjunction with management’s estimate of the ACL based on credit rating.

The following tables show the amortized cost basis by credit rating of the Company’s held-to-maturity State and political subdivisions bond investments at March 31, 2023 and December 31, 2022 (in thousands):

	Amortized Cost Basis by Credit Rating - HTM Debt Securities
March 31, 2023	AAA		AA		A		BBB		BB		CCC-C		Total
State and political subdivisions:
Competitive	$	—	$	—	$	462,304	$	647,307	$	15,935	$	2,864	$	1,128,410
Utilities		758,761		822,999		82,410		29,350		589		—		1,694,109
Total state and political subdivisions	$	758,761	$	822,999	$	544,714	$	676,657	$	16,524	$	2,864	$	2,822,519

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	Amortized Cost Basis by Credit Rating - HTM Debt Securities
December 31, 2022	AAA		AA		A		BBB		BB		CCC-C		Total
State and political subdivisions:
Competitive	$	—	$	—	$	435,953	$	618,517	$	17,120	$	2,934	$	1,074,524
Utilities		759,539		824,386		84,293		29,599		581		—		1,698,398
Total state and political subdivisions	$	759,539	$	824,386	$	520,246	$	648,116	$	17,701	$	2,934	$	2,772,922

Competitive held-to-maturity securities include not-for-profit enterprises that provide public functions such as housing, higher education or healthcare, but do so in a competitive environment. It also includes project financings that can have relatively high enterprise risk, such as deals backed by revenues from sports or convention facilities or start-up transportation revenues.

Utilities are public enterprises providing essential services with a monopoly or near-monopoly over the service area. This includes environmental utilities (water, sewer, solid waste), power utilities (electric distribution and generation, gas), and transportation utilities (airports, parking, toll roads, mass transit, ports).

All held-to-maturity securities were current and not past due at March 31, 2023 and at December 31, 2022.

Trading Securities

There were no net unrealized gains or losses on trading securities at March 31, 2023, and net unrealized losses of $280 thousand at March 31, 2022.  Net unrealized gains and losses are included in trading and investment banking income on the Company’s Consolidated Statements of Income. Securities sold not yet purchased totaled $1.8 million and $3.5 million at March 31, 2023 and December 31, 2022, respectively, and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

Other Securities

The table below provides detailed information for Other securities at March 31, 2023 and December 31, 2022 (in thousands):

	March 31, 2023		December 31, 2022
FRB and FHLB stock	$	114,720	$	41,472
Equity securities with readily determinable fair values		10,928		10,782
Equity securities without readily determinable fair values		290,689		297,504
Total	$	416,337	$	349,758

Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost.  Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Equity securities without readily determinable fair values include equity investments which are held by a subsidiary qualified as a Small Business Investment Company, as well as investments in low-income housing partnerships within the areas the Company serves.  Unrealized gains or losses on equity securities with and without readily determinable fair values are recognized in the Investment securities losses, net line of the Company’s Consolidated Statements of Income.  

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Investment Securities Losses, Net

The table below presents the components of Investments securities losses, net for the three months ended March 31, 2023 and March 31, 2022 (in thousands):

	Three Months Ended March 31,
	2023			2022
Investment securities losses, net
Available-for-sale debt securities:
Gains realized on sales	$	—		$	—
Losses realized on sales		(2	)		—
Impairment of AFS security		(4,800	)		—
Equity securities with readily determinable fair values:
Fair value adjustments, net		88			(1,722	)
Equity securities without readily determinable fair values:
Fair value adjustments, net		(610	)		1,200
Total investment securities losses, net	$	(5,324	)	$	(522	)

6. Goodwill and Other Intangibles

Changes in the carrying amount of goodwill for the periods ended March 31, 2023 and December 31, 2022 by reportable segment are as follows (in thousands):

	Commercial Banking		Institutional Banking		Personal Banking		Total
Balances as of January 1, 2023	$	63,113	$	76,492	$	67,780	$	207,385
Balances as of March 31, 2023	$	63,113	$	76,492	$	67,780	$	207,385
Balances as of January 1, 2022	$	59,419	$	51,332	$	63,767	$	174,518
Healthcare savings account business acquisition		—		25,160		—		25,160
Branch acquisition		3,694		—		4,013		7,707
Balances as of December 31, 2022	$	63,113	$	76,492	$	67,780	$	207,385

The following table lists the finite-lived intangible assets that continue to be subject to amortization as of March 31, 2023 and December 31, 2022 (in thousands):

	As of March 31, 2023
	Core Deposit Intangible Assets		Customer Relationships		Total
Gross carrying amount	$	14,130	$	114,977	$	129,107
Accumulated amortization		12,456		40,225		52,681
Net carrying amount	$	1,674	$	74,752	$	76,426

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	As of December 31, 2022
	Core Deposit Intangible Assets		Customer Relationships		Total
Gross carrying amount	$	16,661	$	114,978	$	131,639
Accumulated amortization		14,827		38,088		52,915
Net carrying amount	$	1,834	$	76,890	$	78,724

On November 18, 2022, the Company acquired a healthcare savings account business, which included $383.0 million of deposits.  The purchase resulted in recognition of $25.2 million of goodwill and a $67.0 million customer relationship intangible asset.

On March 28, 2022, the Company acquired a bank branch. Included in the branch acquisition were $43.0 million in loans and $226.8 million of deposits.  The purchase resulted in recognition of $7.7 million of goodwill and a $2.3 million core deposit intangible asset.

The following table has the aggregate amortization expense recognized in each period (in thousands):

	Three Months Ended March 31,
	2023		2022
Aggregate amortization expense	$	2,298	$	1,071

The following table lists estimated amortization expense of intangible assets in future periods (in thousands):

For the nine months ending December 31, 2023	$	6,254
For the year ending December 31, 2024		7,636
For the year ending December 31, 2025		7,429
For the year ending December 31, 2026		6,569
For the year ending December 31, 2027		4,597

7. Borrowed Funds

The components of the Company’s short-term and long-term debt are as follows (in thousands):

	March 31, 2023		December 31, 2022
Short-term debt:
Federal Home Loan Bank 5.00% due 2023	$	1,800,000	$	—
Federal Reserve Discount Window 5.00% due 2023		1,000,000		—
Total short-term debt		2,800,000		—
Long-term debt:
Trust Preferred Securities:
Marquette Capital Trust I Subordinated Debentures 6.16% due 2036		18,391		18,319
Marquette Capital Trust II Subordinated Debentures 6.16% due 2036		18,931		18,863
Marquette Capital Trust III Subordinated Debentures 6.52% due 2036		7,441		7,415
Marquette Capital Trust IV Subordinated Debentures 6.47% due 2036		30,057		29,956
Subordinated notes 3.70% due 2030, net of issuance costs		198,893		198,781
Subordinated notes 6.25% due 2032, net issuance costs		108,083		107,977
Total long-term debt		381,796		381,311
Total borrowed funds	$	3,181,796	$	381,311

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The Company assumed long-term debt obligations from the acquisition of Marquette Financial Companies (Marquette) consisting of debt obligations payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.  These long-term debt obligations had an aggregate contractual balance of $103.1 million and had a carrying value of $74.8 million as of March 31, 2023. Interest rates on trust preferred securities are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

In September 2020, the Company issued $200.0 million of 3.70% fixed-to-fixed rate subordinated notes that mature on September 17, 2030.  The notes bear interest at the rate of 3.70% per annum, payable semi-annually on each March 17 and September 17.  The Company may redeem the notes, in whole or in part, on September 17, 2025, or on any interest payment date thereafter.  Unamortized debt issuance costs related to these notes totaled $1.1 million as of March 31, 2023.  Proceeds from the issuance of the notes were used for general corporate purposes, including contributing Tier 1 capital into the Bank.

In September 2022, the Company issued $110.0 million of 6.25% fixed-to-fixed rate subordinated notes that mature on September 28, 2032.  The notes bear interest at the rate of 6.25% per annum, payable semi-annually on each March 28 and September 28.  The Company may redeem the notes, in whole or in part, on September 28, 2027, or on any interest payment date thereafter.  Unamortized debt issuance costs related to these notes totaled $1.9 million as of March 31, 2023.  Proceeds from the issuance of the notes were used for general corporate purposes, including contributing Tier 1 capital into the Bank.

The Company is a member bank of the FHLB of Des Moines.  Through this relationship, the Company purchased $82.2 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  The Company had a $1.8 billion short-term advance outstanding at FHLB of Des Moines as of March 31, 2023.  Additionally, in March 2023, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits.  This letter of credit will expire in June 2023.  The Company’s borrowing capacity with the FHLB was $866.2 million as of March 31, 2023.  

The Company had a $1.0 billion short-term borrowing outstanding at the Federal Reserve Discount Window was of March 31, 2023.  The Company’s remaining borrowing capacity at the Federal Reserve Discount Window was $7.4 billion as of March 31, 2023.

The Company has a revolving line of credit with Wells Fargo Bank, N.A. which allows the Company to borrow up to $30.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option either 1.40% above Term SOFR or 1.75% below the prime rate on the date of an advance.  The Company pays 0.4% unused commitment fee for unused portions of the line of credit.  The Company currently has no outstanding balance on this line of credit.

The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

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The table below presents the remaining contractual maturities of repurchase agreements outstanding at March 31, 2023 and December 31, 2022, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands):

	As of March 31, 2023
	Remaining Contractual Maturities of the Agreements
	2-29 Days		30-90 Days		Over 90 Days		Total
Repurchase agreements, secured by:
U.S. Treasury	$	20,674	$	—	$	52,186	$	72,860
U.S. Agencies		1,605,662		208,579		96,814		1,911,055
Total repurchase agreements	$	1,626,336	$	208,579	$	149,000	$	1,983,915

	As of December 31, 2022
	Remaining Contractual Maturities of the Agreements
	2-29 Days		30-90 Days		Total
Repurchase agreements, secured by:
U.S. Treasury	$	33,888	$	—	$	33,888
U.S. Agencies		1,835,298		290,501		2,125,799
Total repurchase agreements	$	1,869,186	$	290,501	$	2,159,687

8.  Business Segment Reporting

The Company has strategically aligned its operations into the following three reportable segments:  Commercial Banking, Institutional Banking, and Personal Banking (collectively, the Business Segments, and each, a Business Segment).  The Company’s senior executive officers regularly evaluate the Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments.  For comparability purposes, amounts in all periods are based on methodologies in effect at March 31, 2023.  Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure. 

The following summaries provide information about the activities of each Business Segment:

Commercial Banking serves the commercial banking and treasury management needs of the Company’s small to middle-market businesses through a variety of products and services. Such services include commercial loans, commercial real estate financing, commercial credit cards, letters of credit, loan syndication services, and consultative services. In addition, the Company’s specialty lending group offers a variety of business solutions including asset-based lending, accounts receivable financing, mezzanine debt and minority equity investments.  Treasury management services include depository services, account reconciliation and cash management tools such as, accounts payable and receivable solutions, electronic funds transfer and automated payments, controlled disbursements, lockbox services and remote deposit capture services.

Institutional Banking is a combination of banking services, fund services, asset management services and healthcare services provided to institutional clients.  This segment also provides fixed income sales, trading and underwriting, corporate trust and escrow services, as well as institutional custody.  Institutional Banking includes UMB Fund Services, which provides fund administration and accounting, investor services and transfer agency, marketing and distribution, custody, and alternative investment services.  Healthcare services provides healthcare payment solutions including custodial services for health savings accounts (HSAs) and private label, multipurpose debit cards to insurance carriers, third-party administrators, software companies, employers, and financial institutions.

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Personal Banking combines consumer banking and wealth management services offered to clients and delivered through personal relationships and the Company’s bank branches, ATM network and internet banking.  Products offered include deposit accounts, retail credit cards, installment loans, home equity lines of credit, and residential mortgages.  The range of client services extends from a basic checking account to estate planning and trust services and includes private banking, brokerage services, and insurance services in addition to a full spectrum of investment advisory, trust, and custody services.

Business Segment Information

Business Segment financial results for the three months ended March 31, 2023 and March 31, 2022 were as follows (in thousands):

	Three Months Ended March 31, 2023
	Commercial Banking		Institutional Banking		Personal Banking			Total
Net interest income	$	151,027	$	55,085	$	35,584		$	241,696
Provision for credit losses		21,045		96		2,109			23,250
Noninterest income		22,902		84,238		23,060			130,200
Noninterest expense		84,002		89,372		63,678			237,052
Income (loss) before taxes		68,882		49,855		(7,143	)		111,594
Income tax expense (benefit)		11,825		8,558		(1,226	)		19,157
Net income (loss)	$	57,057	$	41,297	$	(5,917	)	$	92,437
Average assets	$	19,521,000	$	12,443,000	$	6,539,000		$	38,503,000

	Three Months Ended March 31, 2022
	Commercial Banking			Institutional Banking		Personal Banking		Total
Net interest income	$	145,002		$	26,253	$	39,100	$	210,355
Provision for credit losses		(7,040	)		151		389		(6,500	)
Noninterest income		26,700			73,272		23,706		123,678
Noninterest expense		79,589			75,602		59,587		214,778
Income before taxes		99,153			23,772		2,830		125,755
Income tax expense		15,606			3,741		445		19,792
Net income	$	83,547		$	20,031	$	2,385	$	105,963
Average assets	$	16,827,000		$	14,677,000	$	7,650,000	$	39,154,000

9.  Revenue Recognition

The following is a description of the principal activities from which the Company generates revenue that are within the scope of ASC Topic 606, Revenue from Contracts with Customers:

Trust and securities processing – Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund and alternative asset servicing.  The performance obligations related to this revenue include items such as performing full bond trustee service administration, investment advisory services, custody and record-keeping services, and fund administrative and accounting services.  These fees are part of long-term contractual agreements and the performance obligations are satisfied upon completion of service and fees are generally a fixed flat monthly rate or based on a percentage of the account’s market value per the contract with the customer.  These fees are primarily recorded within the Company’s Institutional and Personal Banking segments.  

Trading and investment banking – Trading and investment banking income consists of income earned related to the Company’s trading securities portfolio, including futures hedging, dividends, bond underwriting, and other securities incomes.  The vast majority of this revenue is recognized in accordance with ASC 320, Debt and Equity

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Securities, and is out of the scope of ASC 606. A portion of trading and investment banking represents fees earned for management fees, commissions, and underwriting of corporate bond issuances.  The performance obligations related to these fees include reviewing the credit worthiness of the customer, ensuring appropriate regulatory approval and participating in due diligence.  The fees are fixed per the bond prospectus and the performance obligations are satisfied upon registration approval of the bonds by the applicable regulatory agencies.  Revenue is recognized at the point in time upon completion of service and when approval is granted by the regulators.

Service charges on deposits – Service charges on deposit accounts represent monthly analysis fees recognized for the services related to customer deposit accounts, including account maintenance and depository transactions processing fees.  Commercial Banking and Institutional Banking depository accounts charge fees in accordance with the customer’s pricing schedule while Personal Banking account holders are generally charged a flat service fee per month.  Deposit service charges for the healthcare accounts included in the Institutional Banking segment are priced according to either standard pricing schedules with individual account holders or according to service agreements between the Company and employer groups or third party administrators.  The Company satisfies the performance obligation related to providing depository accounts monthly as transactions are processed and deposit service charge revenue is recorded monthly.  These fees are recognized within all Business Segments.  

Insurance fees and commissions – Insurance fees and commissions includes all insurance-related fees earned, including commissions for individual life, variable life, group life, health, group health, fixed annuity, and variable annuity insurance contracts. The performance obligations related to these revenues primarily represent the placement of insurance policies with the insurance company partners.  The fees are based on the contracts with insurance company partners and the performance obligations are satisfied when the terms of the policy have been agreed to and the insurance policy becomes effective.

Brokerage fees – Brokerage fees represent income earned related to providing brokerage transaction services, including commissions on equity and commodity trades, and fees for investment management, advisory and administration.  The performance obligations related to transaction services are executing the specified trade and are priced according to the customer’s fee schedule.  Such income is recognized at a point in time as the trade occurs and the performance obligation is fulfilled.  The performance obligations related to investment management, advisory and administration include allocating customer assets across a wide range of mutual funds and other investments, on-going account monitoring and re-balancing of the portfolio.  These performance obligations are satisfied over time and the related revenue is calculated monthly based on the assets under management of each customer.  All material performance obligations are satisfied as of the end of each accounting period.

Bankcard fees – Bankcard fees primarily represent income earned from interchange revenue from MasterCard and Visa for the Company’s processing of debit, credit, HSA, and flexible spending account transactions.  Additionally, the Company earns income and incentives related to various referrals of customers to card programs.  The performance obligation for interchange revenue is the processing of each transaction through the Company’s access to the banking system.  This performance obligation is completed for each individual transaction and income is recognized per transaction in accordance with interchange rates established by MasterCard and Visa.  The performance obligations for various referral and incentive programs include either referring customers to certain card products or issuing exclusively branded cards for certain customer segments.  The pricing of these incentive and referral programs are in accordance with the agreement with the individual card partner.  These performance obligations are completed as the referrals are made or over a period of time when the Company is exclusively issuing branded cards.  For the three months ended March 31, 2023 and March 31, 2022, the Company had $10.0 million and $8.1 million of expense, respectively, recorded within the Bankcard fees line on the Company’s Consolidated Income Statements related to rebates and rewards programs that are outside of the scope of ASC 606.  All material performance obligations are satisfied as of the end of each accounting period.

Investment securities gains (losses), net – In the regular course of business, the Company recognizes gains and losses on the sale of available-for-sale securities. Additionally, the Company recognizes gains and losses on equity securities with readily determinable fair values and equity securities without readily determinable fair values.  These gains and losses are recognized in accordance with ASC 321, Equity Securities, and are outside of the scope of ASC 606.

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Other income – The Company recognizes other miscellaneous income through a variety of other revenue streams, the most material of which include letter of credit fees, certain loan origination fees, gains on the sale of assets, derivative income, and bank-owned and company-owned life insurance income.  These revenue streams are outside of the scope of ASC 606 and are recognized in accordance with the applicable U.S. GAAP.  The remainder of Other income is primarily earned through transactions with personal banking customers, including wire transfer service charges, stop payment charges, and fees for items like money orders and cashier’s checks.  The performance obligations of these types of fees are satisfied as transactions are completed and revenue is recognized upon transaction execution according to established fee schedules with the customers.  

The Company had no material contract assets, contract liabilities, or remaining performance obligations as of March 31, 2023.  Total receivables from revenue recognized under the scope of ASC 606 were $81.4 million and $76.1 million as of March 31, 2023 and December 31, 2022, respectively.  These receivables are included as part of the Other assets line on the Company’s Consolidated Balance Sheets.

The following table depicts the disaggregation of noninterest income according to revenue stream and Business Segment for the three months ended March 31, 2023 and March 31, 2022.  As stated in Note 8, “Business Segment Reporting,” for comparability purposes, amounts in all periods are based on methodologies in effect at March 31, 2023 and previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.  

Disaggregated revenue is as follows (in thousands):

	Three Months Ended March 31, 2023
NONINTEREST INCOME	Commercial Banking		Institutional Banking		Personal Banking		Revenue (Expense) out of Scope of ASC 606			Total
Trust and securities processing	$	—	$	49,179	$	13,180	$	—		$	62,359
Trading and investment banking		—		158		—		5,150			5,308
Service charges on deposit accounts		8,528		10,738		1,875		18			21,159
Insurance fees and commissions		—		—		274		—			274
Brokerage fees		63		11,795		1,818		—			13,676
Bankcard fees		15,632		6,679		5,593		(9,732	)		18,172
Investment securities losses, net		—		—		—		(5,324	)		(5,324	)
Other		225		458		705		13,188			14,576
Total Noninterest income	$	24,448	$	79,007	$	23,445	$	3,300		$	130,200

	Three Months Ended March 31, 2022
NONINTEREST INCOME	Commercial Banking		Institutional Banking		Personal Banking		Revenue (Expense) out of Scope of ASC 606			Total
Trust and securities processing	$	—	$	45,485	$	14,043	$	—		$	59,528
Trading and investment banking		—		155		—		5,285			5,440
Service charges on deposit accounts		8,945		13,890		1,737		70			24,642
Insurance fees and commissions		—		—		259		—			259
Brokerage fees		33		1,484		1,939		—			3,456
Bankcard fees		13,974		5,331		5,220		(7,890	)		16,635
Investment securities losses, net		—		—		—		(522	)		(522	)
Other		164		424		686		12,966			14,240
Total Noninterest income	$	23,116	$	66,769	$	23,884	$	9,909		$	123,678

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10.  Commitments, Contingencies and Guarantees

In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates.  These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, forward foreign exchange contracts and spot foreign exchange contracts.  These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets.  The contractual or notional amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments. Many of the commitments expire without being drawn upon; therefore, the total amount of these commitments does not necessarily represent the future cash requirements of the Company.

The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instruments for commitments to extend credit, commercial letters of credit, and standby letters of credit is represented by the contract or notional amount of those instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following table summarizes the Company’s off-balance sheet financial instruments (in thousands):

	Contract or Notional Amount
	March 31,		December 31,
	2023		2022
Commitments to extend credit for loans (excluding credit card loans)	$	13,075,823	$	12,988,231
Commitments to extend credit under credit card loans		4,089,389		4,008,386
Commercial letters of credit		4,517		3,334
Standby letters of credit		438,848		436,965
Forward contracts		13,815		32,552
Spot foreign exchange contracts		6,937		5,112

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company.  The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.  The estimate is based on expected utilization rates by portfolio segment.  Utilization rates are influenced by historical trends and current conditions.   The expected utilization rates are applied to the total commitment to determine the expected amount to be funded.  The allowance for off-balance sheet credit exposure is calculated by applying portfolio segment expected credit loss rates to the expected amount to be funded.

The following categories of off-balance sheet credit exposures have been identified:

Revolving Lines of Credit: includes commercial, construction, agriculture, personal, and home-equity. Risks inherent to revolving lines of credit often are related to the susceptibility of an individual or business experiencing unpredictable cash flow or financial troubles, thus leading to payment default. During these financial troubles, the borrower could have less than desirable assets collateralizing the revolving line of credit.  The financial strain the borrower is experiencing could lead to drawing against the line without the ability to pay the line down.

Non-Revolving Lines of Credit: includes commercial and personal.  Lines that do not carry a revolving feature are generally associated with a specific expenditure or project, such as to purchase equipment or the construction of real estate. The predominate risk associated with non-revolving lines is the diversion of funds for other expenditures.  If funds get diverted, the contributory value to collateral suffers.    

Letters of Credit: includes standby letters of credit.  Generally, a standby letter of credit is established to provide assurance to the beneficiary that the applicant will perform certain obligations arising out of a separate

45

transaction between the beneficiary and applicant. These obligations might be the performance of a service or delivery of a product.  If the obligations are not met, it gives the beneficiary, the right to draw on the letter of credit.

The ACL for off-balance sheet credit exposures was $3.1 million as of both March 31, 2023 and December 31, 2022, and was recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets.  There was no provision for off-balance sheet credit exposures for the three months ended March 31, 2023.  Provision for off-balance sheet credit exposures of $500 thousand was recorded for the three months ended March 31, 2022.  

11.  Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.  The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loans and borrowings.  The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the fair value of the Company’s derivative financial instruments as of March 31, 2023 and December 31, 2022.  The Company’s derivative assets and derivative liabilities are located within Other assets and Other liabilities, respectively, on the Company’s Consolidated Balance Sheets.

Derivative fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of March 31, 2023 and December 31, 2022 (in thousands):

	Derivative Assets				Derivative Liabilities
	March 31,		December 31,		March 31,		December 31,
Fair Value	2023		2022		2023		2022
Interest Rate Products:
Derivatives not designated as hedging instruments	$	75,638	$	47,638	$	98,077	$	126,231
Derivatives designated as hedging instruments		—		483		155		103
Total	$	75,638	$	48,121	$	98,232	$	126,334

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Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets and liabilities due to changes in the benchmark interest rate, London Interbank Offered Rate (LIBOR).  Interest rate swaps designated as fair value hedges involve making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments over the life of the agreements without the exchange of the underlying notional amount.  As of March 31, 2023, the Company had one interest rate swap that was designated as a fair value hedge of interest rate risk associated with the Company’s municipal bond securities.  This swap had a notional amount of $28.1 million as of March 31, 2023.  As of December 31, 2022, the Company had three interest rate swaps that were designated as fair value hedges of interest rate risk associated with the Company’s municipal bond securities with an aggregate notional amount of $254.6 million.  During the three months ended March 31, 2023, the Company terminated two fair value hedges.  In connection with these terminated hedges, $9.4 million of hedging adjustments will be amortized through the contractual maturity date of each respective hedged item.     

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in Interest income in the Consolidated Statements of Income.

Cash Flow Hedges of Interest Rate Risk

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements.  To accomplish this objective, the Company primarily uses interest rate swaps and floors as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.  As of March 31, 2023 and December 31, 2022, the Company had two interest rate swaps that were designated as cash flow hedges of interest rate risk associated with the Company’s variable-rate subordinated debentures issued by Marquette Capital Trusts III and IV. These swaps had an aggregate notional amount of $51.5 million at both March 31, 2023 and December 31, 2022.  Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium.  On August 28, 2020, the Company terminated an interest rate floor with a notional amount of $750.0 million.  At the date of termination, the interest rate floor had a net asset fair value of $34.1 million. The gross unrealized gain on the terminated interest rate floor remaining in AOCI was $6.1 million, or $4.6 million net of tax, and $7.4 million, or $5.6 million net of tax, as of March 31, 2023 and December 31, 2022, respectively.  The unrealized gain will be reclassified into Interest income as the underlying forecasted transactions impact earnings through the original maturity of the hedged forecasted transactions.  The total remaining term over which the unrealized gain will be reclassified into earnings is 1.4 years.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and is subsequently reclassified into interest expense and interest income in the period during which the hedged forecasted transaction affects earnings.  Amounts reported in AOCI related to interest rate swap derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s hedged items.  Amounts reported in AOCI related to interest rate floor derivatives will be reclassified to Interest income as interest payments are received or paid on the Company’s hedged items. The Company expects to reclassify $1.1 million from AOCI as a reduction to Interest expense and $4.5 million from AOCI to Interest income during the next 12 months.  As of March 31, 2023, the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 13.5 years.

Non-designated Hedges

The remainder of the Company’s derivatives are not designated in qualifying hedging relationships.  Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers.  The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from

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such transactions.  As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.  The changes in the fair value of both the customer swaps and the offsetting swaps are recognized in Other noninterest expense in the Consolidated Statements of Income.  As of March 31, 2023, the Company had 238 interest rate swaps with an aggregate notional amount of $3.6 billion related to this program.  As of December 31, 2022, the Company had 230 interest rate swaps with an aggregate notional amount of $3.5 billion.    

Effect of Derivative Instruments on the Consolidated Statements of Income and Accumulated Other Comprehensive Income

This table provides a summary of the amount of gain or loss recognized in Interest income and Other noninterest expense in the Consolidated Statements of Income related to the Company’s derivative assets and liabilities for the three months ended March 31, 2023 and March 31, 2022 (in thousands):

	Amount of Gain (Loss) Recognized
	For the Three Months Ended
	March 31,			March 31,
	2023			2022
Interest Rate Products
Derivatives not designated as hedging instruments	$	(73	)	$	183
Total	$	(73	)	$	183
Interest Rate Products
Derivatives designated as hedging instruments:
Fair value adjustments on derivatives	$	193		$	36,676
Fair value adjustments on hedged items		(190	)		(36,058	)
Total	$	3		$	618

These tables provide a summary of the effect of hedges on AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative assets and liabilities for the three months ended March 31, 2023 and March 31, 2022 (in thousands):

	For the Three Months Ended March 31, 2023
Derivatives in Cash Flow Hedging Relationships	Loss Recognized in OCI on Derivative			Loss Recognized in OCI Included Component			Loss Recognized in OCI Excluded Component		Gain Reclassified from AOCI into Earnings		Gain Reclassified from AOCI into Earnings Included Component		Loss Reclassified from AOCI into Earnings Excluded Component
Interest rate floor	$	—		$	—		$	—	$	1,231	$	1,786	$	(555	)
Interest rate swaps		(1,527	)		(1,527	)		—		264		264		—
Total	$	(1,527	)	$	(1,527	)	$	—	$	1,495	$	2,050	$	(555	)

	For the Three Months Ended March 31, 2022
Derivatives in Cash Flow Hedging Relationships	Gain Recognized in OCI on Derivative		Gain Recognized in OCI Included Component		Gain Recognized in OCI Excluded Component		Gain (Loss) Reclassified from AOCI into Earnings			Gain (Loss) Reclassified from AOCI into Earnings Included Component			Loss Reclassified from AOCI into Earnings Excluded Component
Interest rate floor	$	—	$	—	$	—	$	1,163		$	1,718		$	(555	)
Interest rate swaps		4,680		4,680		—		(312	)		(312	)		—
Total	$	4,680	$	4,680	$	—	$	851		$	1,406		$	(555	)

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Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has minimum collateral posting thresholds with certain of its derivative counterparties. At March 31, 2023, the Company had not posted any collateral as there were no derivatives in a net liability position. If the Company had breached any of these provisions at March 31, 2023, it could have been required to settle its obligations under the agreements at the termination value.

12.  Fair Value Measurements

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2023, and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.  Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.  Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.  In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy.  In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.  

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Assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in thousands):

	Fair Value Measurement at March 31, 2023
Description	March 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	6,589	$	6,589	$	—	$	—
U.S. Agencies		571		—		571		—
Mortgage-backed		2,387		—		2,387		—
State and political subdivisions		6,861		—		6,861		—
Corporates		1,634		1,634		—		—
Trading – other		1,781		1,781		—		—
Trading securities		19,823		10,004		9,819		—
U.S. Treasury		788,461		788,461		—		—
U.S. Agencies		172,613		—		172,613		—
Mortgage-backed		3,901,263		—		3,901,263		—
State and political subdivisions		1,342,889		—		1,342,889		—
Corporates		354,590		354,590		—		—
Collateralized loan obligations		348,081		—		348,081		—
Available-for-sale securities		6,907,897		1,143,051		5,764,846		—
Equity securities with readily determinable fair values		10,928		10,928		—		—
Company-owned life insurance		60,754		—		60,754		—
Bank-owned life insurance		513,303		—		513,303		—
Derivatives		75,638		—		75,638		—
Total	$	7,588,343	$	1,163,983	$	6,424,360	$	—
Liabilities
Derivatives	$	98,232	$	—	$	98,232	$	—
Securities sold not yet purchased		1,790		—		1,790		—
Total	$	100,022	$	—	$	100,022	$	—

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	Fair Value Measurement at December 31, 2022
Description	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury	$	580	$	580	$	—	$	—
U.S. Agencies		7,558		—		7,558		—
Mortgage-backed		—		—		—		—
State and political subdivisions		8,038		—		8,038		—
Corporates		1,024		1,024		—		—
Trading – other		780		780		—		—
Trading securities		17,980		2,384		15,596		—
U.S. Treasury		777,070		777,070		—		—
U.S. Agencies		171,296		—		171,296		—
Mortgage-backed		3,982,122		—		3,982,122		—
State and political subdivisions		1,362,407		—		1,362,407		—
Corporates		367,500		367,500		—		—
Collateralized loan obligations		345,952		—		345,952		—
Available for sale securities		7,006,347		1,144,570		5,861,777		—
Equity securities with readily determinable fair values		10,782		10,782		—		—
Company-owned life insurance		56,769		—		56,769		—
Bank-owned life insurance		510,293		—		510,293		—
Derivatives		48,121		—		48,121		—
Total	$	7,650,292	$	1,157,736	$	6,492,556	$	—
Liabilities
Derivatives	$	126,334	$	—	$	126,334	$	—
Securities sold not yet purchased		3,503		—		3,503		—
Total	$	129,837	$	—	$	129,837	$	—

Valuation methods for instruments measured at fair value on a recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis:

Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available.  If quoted market prices are not available, fair values are based on quoted market prices for similar securities.

Available-for-Sale Securities Fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year, if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold.  Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Equity securities with readily determinable fair values Fair values are based on quoted market prices.

Company-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

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Bank-owned Life Insurance Fair value is equal to the cash surrender value of the life insurance policies.

Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs.

Assets measured at fair value on a non-recurring basis as of March 31, 2023 and December 31, 2022 (in thousands):

	Fair Value Measurement at March 31, 2023 Using
Description	March 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses Recognized During the Three Months Ended March 31
Collateral dependent assets	$	2,452	$	—	$	—	$	2,452	$	(1,700	)
Other real estate owned		—		—		—		—		—
Total	$	2,452	$	—	$	—	$	2,452	$	(1,700	)

	Fair Value Measurement at December 31, 2022 Using
Description	December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses Recognized During the Twelve Months Ended December 31
Collateral dependent assets	$	4,373	$	—	$	—	$	4,373	$	(2,998	)
Other real estate owned		68		—		—		68		—
Total	$	4,441	$	—	$	—	$	4,441	$	(2,998	)

Valuation methods for instruments measured at fair value on a non-recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis:

Collateral Dependent Assets Collateral dependent assets are assets evaluated as part of the ACL on an individual basis.  Those assets for which there is an associated allowance are considered financial assets measured at fair value on a non-recurring basis.  Adjustments are recorded on certain assets to reflect write-downs that are based on the external appraised value of the underlying collateral.  The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued.  In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property management group and the Company’s credit department. The valuations of the collateral dependent assets are

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reviewed on a quarterly basis.  Because many of these inputs are not observable, the measurements are classified as Level 3.

Other real estate owned Other real estate owned consists of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, recreational and marine vehicles. Other real estate owned is recorded as held for sale initially at the fair value of the collateral less estimated selling costs.  The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the impaired loans paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3.

Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.  

The estimated fair value of the Company’s financial instruments at March 31, 2023 and December 31, 2022 are as follows (in thousands):

	Fair Value Measurement at March 31, 2023 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	3,961,729	$	3,616,571	$	345,158	$	—	$	3,961,729
Securities available for sale		6,907,897		1,143,051		5,764,846		—		6,907,897
Securities held to maturity (exclusive of allowance for credit losses)		5,861,664		—		5,371,862		—		5,371,862
Trading securities		19,823		10,004		9,819		—		19,823
Other securities		416,337		10,928		405,409		—		416,337
Loans (exclusive of allowance for credit losses)		21,814,394		—		21,599,387		—		21,599,387
Derivatives		75,638		—		75,638		—		75,638
FINANCIAL LIABILITIES
Demand and savings deposits		29,249,406		29,249,406		—		—		29,249,406
Time deposits		2,682,498		—		2,682,498		—		2,682,498
Other borrowings		4,960,808		176,893		4,783,915		—		4,960,808
Long-term debt		381,796		—		418,367		—		418,367
Derivatives		98,232		—		98,232		—		98,232
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										2,714
Commercial letters of credit										27
Standby letters of credit										1,145

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	Fair Value Measurement at December 31, 2022 Using
	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Estimated Fair Value
FINANCIAL ASSETS
Cash and short-term investments	$	2,638,384	$	1,686,787	$	951,597	$	—	$	2,638,384
Securities available for sale		7,006,347		1,144,570		5,861,777		—		7,006,347
Securities held to maturity (exclusive of allowance for credit losses)		5,861,599		—		5,280,659		—		5,280,659
Trading securities		17,980		2,384		15,596		—		17,980
Other securities		349,758		10,782		338,976		—		349,758
Loans (exclusive of allowance for credit losses)		21,033,167		—		20,816,899		—		20,816,899
Derivatives		48,121		—		48,121		—		48,121
FINANCIAL LIABILITIES
Demand and savings deposits		31,721,995		31,721,995		—		—		31,721,995
Time deposits		917,138		—		917,138		—		917,138
Other borrowings		2,222,167		62,480		2,159,687		—		2,222,167
Long-term debt		381,311		—		418,737		—		418,737
Derivatives		126,334		—		126,334		—		126,334
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans										9,260
Commercial letters of credit										185
Standby letters of credit										3,982

Cash and short-term investments The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values.

Securities held to maturity For U.S. Agency and mortgage-backed securities, as well as general obligation bonds in the State and political subdivision portfolio, fair values are based on quoted market prices or dealer quotes, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.  For private placement bonds in the State and political subdivision portfolio, fair values are estimated by discounting the future cash flows using current market rates.

Other securities Amount consists of FRB and FHLB stock held by the Company, equity securities with readily determinable fair values, and equity securities without readily determinable fair values, including equity-method investments and other miscellaneous investments.  The carrying amount of the FRB and FHLB stock equals its fair value because the shares can only be redeemed by the FRB and FHLB at their carrying amount. Equity securities with readily determinable fair values are measured at fair value using quoted market prices.  Equity securities without readily determinable fair values are carried at cost, which approximates fair value.  

Loans Fair values are estimated for portfolios with similar financial characteristics.  Loans are segregated by type, such as commercial, real estate, consumer, and credit card.  Each loan category is further segmented into fixed and variable interest rate categories.  The fair value of loans are estimated by discounting the future cash flows. The

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discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.

Demand and savings deposits The fair value of demand deposits and savings accounts is the amount payable on demand at March 31, 2023 and December 31, 2022.

Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

Other borrowings The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair value because of the short-term nature of their maturities. Federal funds purchased are classified as Level 1 based on availability of quoted market prices and repurchase agreements and other short-term debt are classified as Level 2.

Long-term debt Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Other off-balance sheet instruments The fair value of loan commitments and letters of credit are determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties.  Neither the fees earned during the year on these instruments nor their fair value at period-end are significant to the Company’s consolidated financial position.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights the material changes in the results of operations and changes in financial condition of the Company for the three-month period ended March 31, 2023.  It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements and other financial information appearing elsewhere in this Form 10-Q and the Form 10-K. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

From time to time the Company has made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations, in each case as of the date such forward-looking statements are made.

This Form 10-Q, including any information incorporated by reference in this Form 10-Q, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the Securities and Exchange Commission. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future.  Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:

• local, regional, national, or international business, economic, or political conditions or events;

• changes in laws or the regulatory environment, including as a result of financial-services legislation or regulation;

• changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;

• changes in accounting standards or policies;

• shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;

• changes in spending, borrowing, or saving by businesses or households;

• the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;

• changes in any credit rating assigned to the Company or its affiliates;

• adverse publicity or other reputational harm to the Company;

• changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

• the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;

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• the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

• changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;

• the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;

• judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;

• the Company’s ability to address changing or stricter regulatory or other governmental supervision or requirements;

• the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its capacity to withstand cyber-attacks;

• the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal controls, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

• the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;

• the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors;

• mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions and divest assets;

• the adequacy of the Company’s succession planning for key executives or other personnel;

• the Company’s ability to grow revenue, control expenses, or attract and retain qualified employees;

• natural disasters, war, terrorist activities, pandemics, and their effects on economic and business environments in which the Company operates;

• macroeconomic and adverse developments and uncertainties related to the collateral effects of the collapse of, and challenges for, domestic and international banks, including the impacts to the U.S. and global economies:

• impacts related to or resulting from Russia’s military action in Ukraine, such as the broader impacts to financial markets and the global macroeconomic and geopolitical environments; or

• other assumptions, risks, or uncertainties described in the Notes to Consolidated Financial Statements (Item 1) and Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2) in this Form 10-Q, in the Risk Factors (Item 1A) in the Form 10-K, or in any of the Company’s quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that the Company may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Overview

The rapid rise in interest rates during 2022 and in the first quarter of 2023, the resulting industry-wide reduction in the fair value of securities portfolios, and the recent bank runs that led to the failures of some financial

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institutions in March of 2023, among other events, have resulted in a current state of volatility and uncertainty with respect to the health of the U.S. banking system. There is heighted awareness around liquidity, uninsured deposits, deposit composition, unrecognized investment losses, and capital. See further discussion around these items in the remaining sections of the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company focuses on the following four core financial objectives.  Management believes these objectives will guide its efforts to achieve its vision, to deliver the Unparalleled Customer Experience, all while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.

The first financial objective is to continuously improve operating efficiencies. The Company has focused on identifying efficiencies that simplify our organizational and reporting structures, streamline back-office functions, and take advantage of synergies and newer technologies among various platforms and distribution networks.  The Company has identified and expects to continue identifying ongoing efficiencies through the normal course of business that, when combined with increased revenue, will contribute to improved operating leverage.  During the first quarter of 2023, total revenue increased $37.9 million, or 11.3%, as compared to the first quarter of 2022, while noninterest expense increased $22.3 million, or 10.4%, for the same period.  As part of the initiative to improve operating efficiencies, the Company continues to invest in technological advances that it believes will help management drive operating leverage in the future through improved data analysis and automation. The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies.

The second financial objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet.  During the first quarter of 2023, the Company had an increase in net interest income of $31.3 million, or 14.9%, from the same period in 2022.  The Company has shown increased net interest income through the effects of increased volume and favorable mix shift in average earning assets and the benefit of interest free funds.  This increase is partially offset by higher deposit interest rates and borrowing costs.  These changes are driven by the higher interest rate environment compared to the first quarter of 2022. The increase in interest income was driven by a $3.9 billion, or 22.5% increase in average loans, driven by organic loan growth, coupled with the impact of higher short-term and long-term interest rates.  The funding for these assets was driven primarily by a 6.9% increase in average interest-bearing liabilities, including an increase in average borrowed funds of $928.6 million compared to the same period in 2022.  Net interest margin, on a tax-equivalent basis, increased 41 basis points compared to the same period in 2022, in large part due to repricing of earning assets and the benefit of interest free funds.  These increases were partially offset by increased deposit and borrowing costs.  Net interest spread contracted by 55 basis points during the same period.  The Company expects to see continued volatility in the economic markets resulting from governmental responses to inflation and recessionary signs in the economy.  These changing conditions could have impacts on the balance sheet and income statement of the Company for the remainder of the year.

The third financial objective is to grow the Company’s revenue from noninterest sources.  The Company seeks to grow noninterest revenues throughout all economic and interest rate cycles, while positioning itself to benefit in periods of economic growth.  Noninterest income increased $6.5 million, or 5.3%, to $130.2 million for the three months ended March 31, 2023, compared to the same period in 2022.  This change is primarily due to increases in brokerage and trust and securities processing income, offset by an impairment of an available-for-sale security and a decrease in service charges on deposits.  See greater detail below under Noninterest Income. The Company continues to emphasize its asset management, brokerage, bankcard services, healthcare services, and treasury management businesses. At March 31, 2023, noninterest income represented 35.0% of total revenues, compared to 37.0% at March 31, 2022.  The recent economic changes have impacted fee income, especially those with assets tied to market values and interest rates.

The fourth financial objective is effective capital management.  The Company places a significant emphasis on maintaining a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. The Company continues to maximize shareholder value through a mix of reinvesting in organic growth, evaluating acquisition opportunities that complement the Company’s strategies, increasing dividends over time, and appropriately utilizing a share repurchase program.  At March 31, 2023, the Company had $2.8 billion in total shareholders’ equity. This is an increase of $66.3 million, or 2.4%, compared to total

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shareholders’ equity at March 31, 2022.  At March 31, 2023, the Company had a total risk-based capital ratio of 12.49%.  The Company repurchased 89,036 shares of common stock at an average price of $88.75 per share during the first quarter of 2023.

Earnings Summary

The following is a summary regarding the Company’s earnings for the first quarter of 2023.  The changes identified in the summary are explained in greater detail below.  The Company recorded net income of $92.4 million for the three-month period ended March 31, 2023, compared to net income of $106.0 million for the same period a year earlier.  Basic earnings per share for the first quarter of 2023 was $1.91 per share ($1.90 per share fully-diluted) compared to basic earnings per share of $2.19 per share ($2.17 per share fully-diluted) for the first quarter of 2022.  Return on average assets and return on average common shareholders’ equity for the three-month period ended March 31, 2023 were 0.97% and 13.76%, respectively, compared to 1.10% and 14.65%, respectively, for the three-month period ended March 31, 2022.

Net interest income for the three-month period ended March 31, 2023 increased $31.3 million, or 14.9%, compared to the same period in 2022.  For the three-month period ended March 31, 2023, average earning assets decreased by $1.0 billion, or 2.7%, compared to the same period in 2022.  Net interest margin, on a tax-equivalent basis, increased to 2.76% for the three-month period ended March 31, 2023, compared to 2.35% for the same period in 2022.  

The provision for credit losses increased by $29.8 million for the three-month period ended March 31, 2023, as compared to the same period in 2022.  Provision expense for both periods is primarily impacted by macro-economic data and portfolio credit metrics.  The Company’s nonperforming loans decreased $94.9 million to $15.5 million at March 31, 2023, compared to March 31, 2022. The ACL on loans as a percentage of total loans decreased to 0.97% as of March 31, 2023, compared to 1.01% at March 31, 2022.  For a description of the Company’s methodology for computing the ACL, please see the summary discussion in the “Provision and Allowance for Credit Losses” section included below.

Noninterest income increased by $6.5 million, or 5.3%, for the three-month period ended March 31, 2023, compared to the same period in 2022.  These changes are discussed in greater detail below under Noninterest Income.

Noninterest expense increased by $22.3 million, or 10.4%, for the three-month period ended March 31, 2023, compared to the same period in 2022.  These changes are discussed in greater detail below under Noninterest Expense.

Net Interest Income

Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities.  The volume of interest-earning assets and the related funding sources, the overall mix of these assets and liabilities, and the rates paid on each affect net interest income.  Net interest income for the three-month period ended March 31, 2023 increased $31.3 million, or 14.9%, compared to the same period in 2022.  

Table 1 shows the impact of earning asset rate changes compared to changes in the cost of interest-bearing liabilities. As illustrated in this table, net interest spread for the three months ended March 31, 2023 decreased 55 basis points as compared to the same period in 2022.  Net interest margin for the three months ended March 31, 2023 increased 41 basis points compared to the same period in 2022. The changes are primarily due to favorable rate and volume variances on loans and an increased benefit of interest free funds, partially offset by unfavorable rate variances on interest-bearing liabilities and increased volume variance on other borrowed funds.  These variances have led to an increase in the Company’s net interest income during 2023, as compared to results for the same period in 2022. The Company expects to see continued volatility in the economic markets and governmental responses to changes in the economy. These changing conditions could have impacts on the balance sheet and income statement of the Company the remainder of the year.  For the impact of the contribution from free funds, see

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the Analysis of Net Interest Margin within Table 2 below. Table 2 also illustrates how the changes in volume and interest rates have resulted in an increase in net interest income.

Table 1

AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis) (unaudited, dollars in thousands)

The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates.  All average balances are daily average balances.  The average yield on earning assets without the tax-equivalent basis adjustment would have been 4.55% for the three-month period ended March 31, 2023, and 2.40% for the same period in 2022.

	Three Months Ended March 31,
	2023						2022
	Average			Average			Average			Average
	Balance			Yield/Rate			Balance			Yield/Rate
ASSETS
Loans, net of unearned interest	$	21,271,600			5.88	%	$	17,361,077			3.49	%
Securities:
Taxable		9,349,351			2.30			9,461,567			1.86
Tax-exempt		3,845,266			3.35			4,039,739			3.03
Total securities		13,194,617			2.61			13,501,306			2.21
Federal funds and resell agreements		451,188			5.08			1,265,776			0.78
Interest-bearing due from banks		1,533,704			4.27			5,320,360			0.19
Other earning assets		9,258			6.31			20,836			4.38
Total earning assets		36,460,367			4.62			37,469,355			2.47
Allowance for credit losses		(196,128	)					(198,217	)
Other assets		2,239,140						1,882,376
Total assets	$	38,503,379					$	39,153,514
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits	$	19,643,168			2.64	%	$	18,554,694			0.13	%
Federal funds and repurchase agreements		2,461,942			3.84			2,973,785			0.29
Borrowed funds		1,200,346			5.36			271,731			4.66
Total interest-bearing liabilities		23,305,456			2.91			21,800,210			0.21
Noninterest-bearing demand deposits		11,919,277						14,025,585
Other liabilities		554,211						394,714
Shareholders' equity		2,724,435						2,933,005
Total liabilities and shareholders' equity	$	38,503,379					$	39,153,514
Net interest spread					1.71	%					2.26	%
Net interest margin					2.76						2.35

Table 2 presents the dollar amount of change in net interest income and margin due to volume and rate.  Table 2 also reflects the effect that interest-free funds have on net interest margin.  The average balance of interest-free funds (total earning assets less interest-bearing liabilities) decreased $2.5 billion for the three-month period ended March 31, 2023, compared to the same period in 2022.  The benefit from interest-free funds increased 96 basis points compared to the same period in 2022.

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Table 2

ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (unaudited, dollars in thousands)

ANALYSIS OF CHANGES IN NET INTEREST INCOME

	Three Months Ended
	March 31, 2023 and 2022
	Volume			Rate		Total
Change in interest earned on:
Loans	$	39,362		$	119,609	$	158,971
Securities:
Taxable		(521	)		10,188		9,667
Tax-exempt		(1,543	)		2,994		1,451
Federal funds sold and resell agreements		(2,485	)		5,686		3,201
Interest-bearing due from banks		(2,954	)		16,663		13,709
Trading		(139	)		88		(51	)
Interest income		31,720			155,228		186,948
Change in interest incurred on:
Interest-bearing deposits		383			121,343		121,726
Federal funds purchased and repurchase agreements		(433	)		21,587		21,154
Other borrowed funds		12,196			531		12,727
Interest expense		12,146			143,461		155,607
Net interest income	$	19,574		$	11,767	$	31,341

ANALYSIS OF NET INTEREST MARGIN

	Three Months Ended March 31,
	2023			2022			Change
Average earning assets	$	36,460,367		$	37,469,355		$	(1,008,988	)
Interest-bearing liabilities		23,305,456			21,800,210			1,505,246
Interest-free funds	$	13,154,911		$	15,669,145		$	(2,514,234	)
Free funds ratio (interest free funds to average earning assets)		36.08	%		41.82	%		(5.74	)%
Tax-equivalent yield on earning assets		4.62			2.47			2.15
Cost of interest-bearing liabilities		2.91			0.21			2.70
Net interest spread		1.71			2.26			(0.55	)
Benefit of interest-free funds		1.05			0.09			0.96
Net interest margin		2.76	%		2.35	%		0.41	%

Provision and Allowance for Credit Losses

The ACL represents management’s judgment of the total expected losses included in the Company’s loan portfolio as of the balance sheet date.  The Company’s process for recording the ACL is based on the evaluation of the Company’s lifetime historical loss experience, management’s understanding of the credit quality inherent in the loan portfolio, and the impact of the current economic environment, coupled with reasonable and supportable economic forecasts.

A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL.  To develop the estimate, the Company follows the guidelines in ASC Topic 326, Financial Instruments – Credit Losses.  The estimate reserves for assets held at amortized cost and any related credit deterioration in the Company’s available-for-sale debt security portfolio.  Assets held at amortized cost include the Company’s loan book and held-to-maturity security portfolio.  

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The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans.  These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics.  This process is designed to produce a lifetime estimate of the losses, at a reporting date, that includes evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement.  This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered.

The Company considers a variety of factors to ensure the safety and soundness of its estimate including a strong internal control framework, extensive methodology documentation, credit underwriting standards which encompass the Company’s desired risk profile, model validation, and ratio analysis.  If the Company’s total ACL estimate, as determined in accordance with the approved ACL methodology, is either outside a reasonable range based on review of economic indicators or by comparison of historical ratio analysis, the ACL estimate is an outlier and management will investigate the underlying reason(s).  Based on that investigation, issues or factors that previously had not been considered may be identified in the estimation process, which may warrant adjustments to estimated credit losses.

The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan portfolio, held-to-maturity securities, and credit deterioration in available-for-sale securities.

Based on the factors above, management of the Company recorded $23.3 million as provision for credit losses for the three-month period ended March 31, 2023, compared to a reduction of $6.5 million for the same period in 2022.  This change is the result of applying the methodology for computing the allowance for credit losses, coupled with the impacts of the current and forecasted economic environment.  As illustrated in Table 3 below, the ACL on loans decreased to 0.97% of total loans as of March 31, 2023, compared to 1.01% of total loans as of March 31, 2022.  

Table 3 presents a summary of the Company’s ACL for the three-month periods ended March 31, 2023 and 2022, and for the year ended December 31, 2022.  Net charge-offs were $4.6 million for the three-month period ended March 31, 2023, compared to $8.4 million for the same period in 2022.  See “Credit Risk Management” under “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report for information relating to nonaccrual loans, past due loans, restructured loans and other credit risk matters.

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Table 3

ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES (unaudited, dollars in thousands)

	Three Months Ended						Year Ended
	March 31,						December 31,
	2023			2022			2022
Allowance – January 1	$	194,243		$	196,711		$	196,711
Provision for credit losses		23,250			(7,000	)		37,400
Charge-offs:
Commercial and industrial		(2,819	)		(8,202	)		(37,269	)
Specialty lending		—			—			—
Commercial real estate		(21	)		—			(29	)
Consumer real estate		(1,121	)		(32	)		(57	)
Consumer		(269	)		(158	)		(800	)
Credit cards		(1,604	)		(1,465	)		(6,150	)
Leases and other		—			—			—
Total charge-offs		(5,834	)		(9,857	)		(44,305	)
Recoveries:
Commercial and industrial		788			661			1,550
Specialty lending		1			—			433
Commercial real estate		—			362			385
Consumer real estate		13			28			131
Consumer		22			29			126
Credit cards		367			399			1,812
Leases and other		—			—			—
Total recoveries		1,191			1,479			4,437
Net charge-offs		(4,643	)		(8,378	)		(39,868	)
Allowance for credit losses – end of period	$	212,850		$	181,333		$	194,243
Allowance for credit losses on loans	$	210,509		$	179,288		$	191,836
Allowance for credit losses on held-to-maturity securities		2,341			2,045			2,407
Loans at end of period, net of unearned interest		21,812,972			17,731,700			21,031,189
Held-to-maturity securities at end of period		5,861,664			4,602,232			5,861,599
Total assets at amortized cost		27,674,636			22,333,932			26,892,788
Average loans, net of unearned interest		21,269,730			17,360,071			18,822,416
Allowance for credit losses on loans to loans at end of period		0.97	%		1.01	%		0.91	%
Allowance for credit losses – end of period to total assets at amortized cost		0.77	%		0.81	%		0.72	%
Allowance as a multiple of net charge-offs	11.30x			5.34x			4.87x
Net charge-offs to average loans		0.09	%		0.20	%		0.21	%

Noninterest Income

A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates.  Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates.

The Company offers multiple fee-based products and services, which management believes will more closely align with customer demands.  The Company is currently emphasizing fee-based products and services including trust and securities processing, bankcard, securities trading and brokerage, and cash and treasury management.  Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.

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Table 4

SUMMARY OF NONINTEREST INCOME (unaudited, dollars in thousands)

	Three Months Ended						Dollar			Percent
	March 31,						Change			Change
	2023			2022			23-22			23-22
Trust and securities processing	$	62,359		$	59,528		$	2,831			4.8	%
Trading and investment banking		5,308			5,440			(132	)		(2.4	)
Service charges on deposits		21,159			24,642			(3,483	)		(14.1	)
Insurance fees and commissions		274			259			15			5.8
Brokerage fees		13,676			3,456			10,220			295.7
Bankcard fees		18,172			16,635			1,537			9.2
Investment securities losses, net		(5,324	)		(522	)		(4,802	)		(919.9	)
Other		14,576			14,240			336			2.4
Total noninterest income	$	130,200		$	123,678		$	6,522			5.3	%

Noninterest income increased by $6.5 million, or 5.3%, during the three-month period ended March 31, 2023, compared to the same period in 2022.  Table 4 above summarizes the components of noninterest income and the respective year-over-year comparison for each category.

Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, mutual fund assets, and alternative asset servicing.  The increase in these fees for the three-month period ended March 31, 2023, compared to the same period in 2022, was primarily due to an increase in corporate trust and fund services revenues.  For the three-month period ended March 31, 2023, corporate trust revenue increased $2.3 million, or 19.2% and fund services revenue increased $1.3 million, or 3.9%, offset by a decrease in trust services revenue of $0.7 million, or 5.1%.  The recent volatile markets have impacted the income in this category.  Since trust and securities processing fees are primarily asset-based, which are highly correlated to the change in market value of the assets, the related income for the remainder of the year will be affected by changes in the securities markets.  Management continues to emphasize sales of services to both new and existing clients as well as increasing and improving the distribution channels.

Service charges on deposit accounts for the three-month period ended March 31, 2023 decreased by $3.5 million, or 14.1%, compared to the same period last year, driven by lower healthcare income related to customer termination fees received in the first quarter of 2022.

Brokerage fees for the three-month period ended March 31, 2023 increased $10.2 million, or 295.7%, compared to the same period in 2022.  This increase was driven by higher 12b-1 and money market income.

Bankcard fees for the three-month period ended March 31, 2023 increased $1.5 million, or 9.2%, compared to the same period in 2022.  This increase was driven by higher interchange income, partially offset by higher rebate costs.

Investment securities losses, net for the three-month period ended March 31, 2023 increased by $4.8 million, or 919.9%, compared to the same period in 2022. This increase was driven by the $4.8 million impairment of an available-for-sale subordinated debt security.  The income in this category is highly correlated to the change in market value of the assets, and the related income for the remainder of the year will be affected by changes in the securities markets.  The Company’s investment portfolio is continually evaluated for opportunities to improve its performance and risk profile relative to market conditions and the Company’s interest rate expectations.  This can result in differences from quarter to quarter in the amount of realized gains or losses on this portfolio.

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Table 5

SUMMARY OF NONINTEREST EXPENSE (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	March 31,				Change			Change
	2023		2022		23-22			23-22
Salaries and employee benefits	$	142,498	$	130,634	$	11,864			9.1	%
Occupancy, net		12,177		12,232		(55	)		(0.4	)
Equipment		17,849		18,164		(315	)		(1.7	)
Supplies and services		3,875		3,262		613			18.8
Marketing and business development		5,335		4,932		403			8.2
Processing fees		23,240		18,443		4,797			26.0
Legal and consulting		7,285		6,911		374			5.4
Bankcard		7,133		6,567		566			8.6
Amortization of other intangible assets		2,298		1,071		1,227			114.6
Regulatory fees		5,551		3,482		2,069			59.4
Other		9,811		9,080		731			8.1
Total noninterest expense	$	237,052	$	214,778	$	22,274			10.4	%

Noninterest expense increased by $22.3 million, or 10.4%, for the three-month period ended March 31, 2023, compared to the same period in 2022.  Table 5 above summarizes the components of noninterest expense and the respective year-over-year comparison for each category.

Salaries and employee benefits increased by $11.9 million, or 9.1%, for the three-month period ended March 31, 2023, compared to the same period in 2022. Salaries and wages expense increased $11.0 million, or 14.8%, employee benefits expense increased $4.7 million, or 17.2%, partially offset by a decrease in bonus and commission expense of $3.8 million, or 13.1%, for the three-month period ended March 31, 2023, compared to the same period in 2022.      

Processing fees increased $4.8 million, or 26.0%, for the three-month period ended March 31, 2023, compared to the same period in 2022, primarily due to increased software subscription cost.

Amortization of other intangible assets expense increased $1.2 million, or 114.6%, for the three-month period ended March 31, 2023, compared to the same period in 2022, primarily due to the acquisition of the healthcare savings account business from Old National Bank, completed in the fourth quarter of 2022.

Regulatory fees increased $2.1 million, or 59.4%, for the three-month period ended March 31, 2023, compared to the same period in 2022, primarily due to increased deposit insurance costs.

Income Tax Expense

The Company’s effective tax rate was 17.2% for the three months ended March 31, 2023, compared to 15.7% for the same period in 2022. The effective tax rate increased primarily as a result of a decrease in excess tax benefits associated with stock compensation recorded in the first quarter of 2023 compared to the same period a year earlier.  

Strategic Lines of Business

The Company has strategically aligned its operations into the following three reportable Business Segments: Commercial Banking, Institutional Banking, and Personal Banking.  The Company’s senior executive officers regularly evaluate Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments.  For comparability

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purposes, amounts in all periods are based on methodologies in effect at March 31, 2023.  Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.

Table 6

Commercial Banking Operating Results (unaudited, dollars in thousands)

	Three Months Ended					Dollar			Percent
	March 31,					Change			Change
	2023		2022			23-22			23-22
Net interest income	$	151,027	$	145,002		$	6,025			4.2	%
Provision for credit losses		21,045		(7,040	)		28,085			398.9
Noninterest income		22,902		26,700			(3,798	)		(14.2	)
Noninterest expense		84,002		79,589			4,413			5.5
Income before taxes		68,882		99,153			(30,271	)		(30.5	)
Income tax expense		11,825		15,606			(3,781	)		(24.2	)
Net income	$	57,057	$	83,547		$	(26,490	)		(31.7	)%

For the three-month period ended March 31, 2023, Commercial Banking net income decreased $26.5 million to $57.1 million, as compared to the same period in 2022.  Net interest income increased $6.0 million, or 4.2%, for the three-month period ended March 31, 2023, compared to the same period in 2022, primarily driven by strong loan growth, earning asset mix changes and the increase in short-term interest rates.  Provision for credit losses increased $28.1 million for the period, driven by loan growth, portfolio metric changes, and changes in macro-economic metrics in 2023 as compared to 2022. Noninterest income decreased $3.8 million, or 14.2%, compared to the same period in 2022, primarily due to a decrease of $4.4 million in other income driven by reduced derivative income and the gain on sale of the Company’s factoring loan portfolio recorded in the first quarter of 2022. Noninterest expense increased $4.4 million, or 5.5%, to $84.0 million for the three-month period ended March 31, 2023, compared to the same period in 2022.  This increase was driven by a $5.4 million increase in technology, service, and overhead expenses and an increase of $0.9 million in regulatory fees, and was partially offset by a decrease of $2.2 million in other noninterest expense due to lower operational losses and loan expense in the first quarter of 2023.

Table 7

Institutional Banking Operating Results (unaudited, dollars in thousands)

	Three Months Ended				Dollar			Percent
	March 31,				Change			Change
	2023		2022		23-22			23-22
Net interest income	$	55,085	$	26,253	$	28,832			109.8	%
Provision for credit losses		96		151		(55	)		(36.4	)
Noninterest income		84,238		73,272		10,966			15.0
Noninterest expense		89,372		75,602		13,770			18.2
Income before taxes		49,855		23,772		26,083			109.7
Income tax expense		8,558		3,741		4,817			128.8
Net income	$	41,297	$	20,031	$	21,266			106.2	%

For the three-month period ended March 31, 2023, Institutional Banking net income increased $21.3 million, or 106.2%, compared to the same period last year.  Net interest income increased $28.8 million, or 109.8%, compared to the same period last year, driven by an increase in funds transfer pricing due to an increase in short-term interest rates. Noninterest income increased $11.0 million, or 15.0%, primarily due to increases of $10.3 million in brokerage fees driven by higher mutual fund and 12b-1 income, and $1.1 million in bankcard income driven by higher interchange income. Noninterest expense increased $13.8 million, or 18.2%, primarily driven by increases of $5.8 million in salary and employee benefits expense, $3.5 million in technology, service, and overhead expenses, $1.5 million in other noninterest expense driven by higher operational losses, $1.1 million in intangible

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amortization expense driven by the acquisition of the healthcare savings account business from Old National Bank completed in the fourth quarter of 2022, $0.8 million in increased bankcard expense and $0.7 million in regulatory fees.

Table 8

Personal Banking Operating Results (unaudited, dollars in thousands)

	Three Months Ended					Dollar			Percent
	March 31,					Change			Change
	2023			2022		23-22			23-22
Net interest income	$	35,584		$	39,100	$	(3,516	)		(9.0	)%
Provision for credit losses		2,109			389		1,720			442.2
Noninterest income		23,060			23,706		(646	)		(2.7	)
Noninterest expense		63,678			59,587		4,091			6.9
(Loss) income before taxes		(7,143	)		2,830		(9,973	)		(352.4	)
Income tax (benefit) expense		(1,226	)		445		(1,671	)		(375.5	)
Net (loss) income	$	(5,917	)	$	2,385	$	(8,302	)		(348.1	)%

For the three-month period ended March 31, 2023, Personal Banking net income decreased $8.3 million to a net loss of $5.9 million, as compared to the same period in 2022.  Net interest income decreased $3.5 million, or 9.0%, compared to the same period last year due to higher deposit interest expense driven by the increase in short-term interest rates.  Provision for credit losses increased $1.7 million for the period, driven by loan growth, portfolio metric changes, and changes in macro-economic metrics in 2023 as compared to 2022. Noninterest income decreased $0.6 million, or 2.7%, for the same period driven by a decrease of $0.9 million in trust and securities processing income. Noninterest expense increased $4.1 million, or 6.9%, primarily due to an increase of $1.9 million in technology, service, and overhead expenses, an increase of $1.2 million in operational losses, and increases of $0.4 million in both regulatory fees and salaries and employee benefits expense.

Balance Sheet Analysis

Total assets of the Company increased by $2.1 billion, or 5.4%, as of March 31, 2023, compared to December 31, 2022, primarily due to an increase of $1.9 billion, or 164.7% in interest-bearing due from banks, an increase of $781.8 million, or 3.7%, in loan balances, partially offset by a decrease of $590.4 million, or 61.6%, in federal funds sold and securities purchased under agreements to resell.  

Total assets of the Company increased $1.4 million as of March 31, 2023, compared to March 31, 2022, primarily due to an increase in loan balances of $4.1 billion, or 23.0%, partially offset by a decrease in interest-bearing due from banks of $3.2 billion, or 50.9%, and a decrease of $951.7 million, or 72.1% in federal funds sold and securities purchased under agreements to resell.  

Table 9

SELECTED FINANCIAL INFORMATION (unaudited, dollars in thousands)

	March 31,				December 31,
	2023		2022		2022
Total assets	$	40,607,190	$	40,605,742	$	38,512,461
Loans, net of unearned interest		21,814,394		17,732,084		21,033,167
Total securities		13,205,721		13,501,507		13,235,684
Interest-bearing due from banks		3,121,323		6,355,941		1,179,105
Total earning assets		38,509,596		38,909,341		36,406,553
Total deposits		31,931,904		34,362,565		32,639,133
Total borrowed funds		5,342,604		3,112,571		2,603,478

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Loans represent the Company’s largest source of interest income.  In addition to growing the commercial loan portfolio, management believes its middle market commercial business and its consumer business, including home equity and credit card loan products, are the market niches that represent its best opportunity to cross-sell fee-related services and generate additional noninterest income for the Company.

Actual loan balances totaled $21.8 billion as of March 31, 2023, and increased $781.8 million, or 3.7%, compared to December 31, 2022, and increased $4.1 billion, or 23.0%, compared to March 31, 2022.  Compared to December 31, 2022, commercial real estate loans increased $433.2 million, or 5.7%, and commercial and industrial loans increased $371.8 million, or 4.0%.  Compared to March 31, 2022, commercial and industrial loans increased $2.0 billion, or 25.8%, commercial real estate loans increased $1.6 billion, or 25.4%, and consumer real estate loans increased $375.6 million, or 15.7%. See further information in Note 4, “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements.

Nonaccrual, past due and restructured loans are discussed under “Credit Risk Management” within “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report.

Investment Securities

The Company’s investment portfolio contains trading, AFS, and HTM securities, as well as FRB stock, FHLB stock, and other miscellaneous investments.  Investment securities totaled $13.2 billion as of both March 31, 2023, and December 31, 2022, and comprised 34.3% and 36.5% of the Company’s earning assets, respectively, as of those dates.

The Company’s AFS securities portfolio comprised 52.3% of the Company’s investment securities portfolio at March 31, 2023 and 52.9% at December 31, 2022.  The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities.  This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources.  The average life of the AFS securities portfolio was 59.8 months at March 31, 2023, compared to 62.3 months at December 31, 2022, and 74.1 months at March 31, 2022.  In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity.  The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk, and credit risk.

Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities.  There were $10.1 billion and $10.3 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at March 31, 2023 and December 31, 2022, respectively.

The Company’s HTM securities portfolio consists of U.S. agency-backed securities, mortgage-backed securities, general obligation bonds, and private placement bonds.  The HTM portfolio, net of the ACL, totaled $5.9 billion at both March 31, 2023 and December 31, 2022.  The average life of the HTM portfolio was 9.1 years at March 31, 2023, compared to 9.3 years at December 31, 2022, and 8.6 years at March 31, 2022.

The securities portfolio generates the Company’s second largest component of interest income. The securities portfolio achieved an average yield on a tax-equivalent basis of 2.61% for the three-month period ended March 31, 2023, compared to 2.21% for the same period in 2022.

At March 31, 2023, the unrealized pre-tax net loss on the AFS securities portfolio was $677.7 million, or 8.9% of the $7.6 billion amortized cost value, an improvement of $93.9 million as compared to December 31, 2022.  At March 31, 2023, the unrealized pre-tax net loss on the securities designated as HTM was $489.8 million, or 8.4% of amortized cost value, compared to $580.9 million at December 31, 2022. During 2022, the Company transferred securities with an amortized cost balance of $4.1 billion and a fair value of $3.8 billion from the AFS category to the HTM category.  The transfer of securities was made at fair value at the time of transfer.  The remaining balance of unrealized pre-tax losses related to transferred securities was $237.1 million as of March 31, 2023, and $247.0 million as of December 31, 2022, and was included in the amortized cost balance of HTM securities.  See further information in Note 5, “Securities” in the Notes to Consolidated Financial Statements.

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At March 31, 2023, the total after-tax unrealized net losses on AFS and HTM securities portfolio represented 31.5% of common equity tier 1 capital.  As of March 31, 2023, common equity tier 1 capital totaled $3.2 billion and excluded $626.8 million of accumulated other comprehensive loss. At March 31, 2023, an after-tax gain of $57.2 million was included in AOCI related to the Company’s fair value hedges of municipal securities.  During 2021, the Company entered into ten of these hedge transactions, nine of which have since been terminated.  The gain on the terminated hedges is being amortized over the remaining life of the underlying bonds.

Deposits and Borrowed Funds

Deposits decreased $707.2 million, or 2.2%, from December 31, 2022 to March 31, 2023 and decreased $2.4 billion, or 7.1%, from March 31, 2022 to March 31, 2023.  Total noninterest-bearing deposits decreased $771.6 million and total interest-bearing deposits increased $64.3 million from December 31, 2022 to March 31, 2023. Total noninterest-bearing deposits decreased $3.5 billion, and interest-bearing deposits increased $1.0 billion from March 31, 2022 to March 31, 2023. Deposits can fluctuate at quarter-end due to the operational nature of our commercial and institutional clients and typical seasonal declines in public funds deposits, particularly in the first quarter. The decrease in deposits and shift from noninterest-bearing to interest-bearing is related to the recent increases in short-term and long-term interest rates as well as recent industry volatility.  Noninterest-bearing deposits were 39.1%, 40.6%, and 46.4% of total deposits at March 31, 2023, December 31, 2022, and March 31, 2022, respectively.

Deposits represent the Company’s primary funding source for its asset base.  In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its trust and mutual fund servicing businesses, in order to attract and retain additional deposits.  Management believes a strong core deposit composition is one of the Company’s key strengths given its competitive product mix. For the three months ended March 31, 2023, 45% of customer deposits were from the Commercial operating segment.  Within the Company’s commercial deposits, no one industry sector represented more than 5% of average deposits as of March 31, 2023.  Additionally, approximately 55% of depositors have been with the Company for at least ten years.

As of March 31, 2023, there were an estimated $21.3 billion of uninsured deposits, a decrease of $3.4 billion as compared to December 31, 2022, and a decrease of $4.7 billion as compared to March 31, 2022. Estimated uninsured deposits comprised approximately 66.6%, 75.5%, and 75.6% of total deposits as of March 31, 2023, December 31, 2022, and March 31, 2022, respectively. A portion of these uninsured deposits represent affiliate deposits and collateralized deposits.  Affiliate deposits represent deposit accounts owned by the wholly owned subsidiaries of UMB Financial Corporation that are on deposit at UMB Bank, n.a.  Collateralized deposits are public fund deposits or corporate trust deposits that are collateralized by high quality securities within the investment portfolio.  Excluding affiliate deposits of $2.0 billion and collateralized deposits of $5.5 billion, the adjusted estimated uninsured deposits were $13.8 billion as of March 31, 2023.  The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 43.1% as of March 31, 2023.  The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 51.0% as of December 31, 2022, and 56.0% as of March 31, 2022.  

The Company participates in the IntraFi Cash Service program, which allows its customers to place deposits into the program to receive reciprocal FDIC insurance coverage.  As of March 31, 2023, the Company had $811.2 million of deposits in the program.

Long-term debt totaled $381.8 million at March 31, 2023, compared to $381.3 million as of December 31, 2022, and $272.0 million as of March 31, 2022.  In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032.  The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank.  The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.

In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030.  The Company received $197.7 million, after deducting underwriting discounts and commissions and offering

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expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025.  

The remainder of the Company’s long-term debt was assumed from the acquisition of Marquette and consists of debt obligations payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.  These long-term debt obligations have an aggregate contractual balance of $103.1 million.  Interest rates on trust preferred securities are tied to the three-month LIBOR rate with spreads ranging from 133 basis points to 160 basis points, and reset quarterly. The trust preferred securities have maturity dates ranging from January 2036 to September 2036.

The Company has a revolving line of credit with Wells Fargo Bank, N.A. which allows the Company to borrow up to $30.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option either 1.4% above the Secured Overnight Financing Rate (SOFR) or 1.75% below the prime rate on the date of an advance.  The Company pays a 0.4% unused commitment fee for unused portions of the revolving line of credit.  As of March 31, 2023, the Company had no advances outstanding on this revolving line of credit.  

Short-term debt totaled $2.8 billion as March 31, 2023 and consists of a $1.8 billion short-term borrowing with the FHLB of Des Moines and a $1.0 billion borrowing at the Federal Reserve Discount Window.  Both borrowings mature during the second quarter of 2023 and have interest rates of 5.0%.  The level of borrowings could be impacted by earning asset mix changes in the Company’s balance sheet from the impacts of recent industry volatility.

Federal funds purchased and securities sold under agreements to repurchase totaled $2.2 billion as of both March 31, 2023 and December 31, 2022, and $2.8 billion at March 31, 2022. Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company under an agreement to repurchase the same or similar issues at an agreed-upon price and date.  The level of borrowings could be impacted by earning asset mix changes in the Company’s balance sheet from the impacts of recent industry volatility.

Capital and Liquidity

The Company places a significant emphasis on the maintenance of a strong capital position, which promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities.  Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities.  The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

Total shareholders’ equity was $2.8 billion at March 31, 2023, a $147.6 million increase compared to December 31, 2022, and a $66.3 million increase compared to March 31, 2022. Total accumulated other comprehensive loss was $626.8 million at March 31, 2023.  This is an improvement of $76.0 million as compared to December 31, 2022, and a decline of $283.6 million as compared to March 31, 2022.

The Company’s Board of Directors authorized, at its April 26, 2022 and April 27, 2021 meetings, the repurchase of up to two million shares of the Company’s common stock during the twelve months following each meeting (each a Repurchase Authorization).  During the three-month periods ended March 31, 2023 and 2022, the Company acquired 89,036 shares and 226,706 shares, respectively, of its common stock pursuant to the applicable Repurchase Authorization.  

At the Company’s quarterly board meeting, the Board of Directors declared a $0.38 per share quarterly cash dividend payable on July 3, 2023, to shareholders of record at the close of business on June 12, 2023.

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Through the Company’s relationship with the FHLB of Des Moines, the Company owns $82.2 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  The Company had a $1.8 billion short-term advance outstanding at FHLB of Des Moines as of March 31, 2023. Additionally, in March 2023, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. This letter of credit will expire in June 2023. The Company’s remaining borrowing capacity with the FHLB was $866.2 million as of March 31, 2023.  

The Company had a $1.0 billion short-term borrowing outstanding at the Federal Reserve Discount Window as of March 31, 2023.  The Company’s remaining borrowing capacity at the Federal Reserve Discount Window was $7.4 billion as of March 31, 2023.

In addition to borrowing capacity with the FHLB and at the Federal Reserve Discount Window as described above, the Company had additional liquidity of $5.1 billion available via cash, unpledged bond collateral, and the IntraFi Cash Service program.

Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets.  The Company has implemented the Basel III regulatory capital rules adopted by the FRB.  Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a minimum tier 1 risk-based capital ratio of 6%.  A financial institution’s total capital is also required to equal at least 8% of risk-weighted assets.  

The risk-based capital guidelines indicate the specific risk weightings by type of asset.  Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings.  The Company is also required to maintain a leverage ratio equal to or greater than 4%.  The leverage ratio is calculated as the ratio of tier 1 core capital to total average assets, less goodwill and intangibles.  

U.S. banking agencies in December 2018 approved a final rule to address the impact of CECL on regulatory capital by allowing banking organizations the option to phase in the day-one impact of CECL until the first quarter of 2023. In March 2020, the U.S. banking agencies issued an interim final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. The Company elected this alternative option instead of the one described in the December 2018 rule.

The Company's capital position as of March 31, 2023 is summarized in the table below and exceeded regulatory requirements.

Table 10

	Three Months Ended
	March 31,
RATIOS	2023			2022
Common equity tier 1 capital ratio		10.57	%		11.81	%
Tier 1 risk-based capital ratio		10.57			11.81
Total risk-based capital ratio		12.49			13.55
Leverage ratio		8.35			7.53
Return on average assets		0.97			1.10
Return on average equity		13.76			14.65
Average equity to assets		7.08			7.49

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The Company's per share data is summarized in the table below.

	Three Months Ended
	March 31,
Per Share Data	2023			2022
Earnings – basic	$	1.91		$	2.19
Earnings – diluted		1.90			2.17
Cash dividends		0.38			0.37
Dividend payout ratio		19.9	%		16.9	%
Book value	$	58.03		$	56.78

Off-balance Sheet Arrangements

The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates.  See Note 10, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for detailed information on these arrangements.  The level of the outstanding commitments could be impacted by volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints.  These changing conditions could have impacts on the consolidated balance sheets of the Company for the remainder of the year.

Critical Accounting Policies and Estimates

The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.  On an ongoing basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for credit losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies, and litigation.  Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Under different assumptions or conditions, actual results may differ from the recorded estimates.

A summary of critical accounting policies is listed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Form 10-K.  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument.  These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices.  Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading.  The following discussion of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

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Interest Rate Risk

In the banking industry, a major risk exposure is changing interest rates.  To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board.  The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure.  The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis.  The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time.  On a limited basis, the Company uses hedges such as swaps, rate floors, and futures contracts to manage interest rate risk on certain loans, trading securities, and trust preferred securities.  See further information in Note 11 “Derivatives and Hedging Activities” in the Notes to the Consolidated Financial Statements.

Overall, the Company manages interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk, and credit risk.

Net Interest Income Modeling

The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin.  This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment.  Through these simulations, management estimates the impact on net interest income of a 200-basis-point upward or a 200-basis-point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two year period.  In ramp scenarios, rates change gradually for a one-year period and remain constant in year two.  In shock scenarios, rates change immediately and the change is sustained for the remainder of the two-year scenario horizon.  Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies.  Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes.  The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.

Table 11 shows the net interest income increase or decrease over the next two years as of March 31, 2023 and 2022 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.

Table 11

MARKET RISK (unaudited)

	Hypothetical change in interest rate – Rate Ramp
	Year One						Year Two
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Change in basis points	Percentage change			Percentage change			Percentage change			Percentage change
200		(1.8	)%		3.9	%		5.5	%		15.4	%
100		(0.8	)		1.7			2.8			7.5
Static		—			—			—			—
(100)		0.8			(3.4	)		(3.0	)		(9.7	)
(200)		1.9		n/a				(6.2	)	n/a

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	Hypothetical change in interest rate – Rate Shock
	Year One						Year Two
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
Change in basis points	Percentage change			Percentage change			Percentage change			Percentage change
200		0.8	%		7.5	%		7.9	%		15.7	%
100		0.4			3.4			4.0			7.6
Static		—			—			—			—
(100)		(0.6	)		(6.0	)		(4.3	)		(10.9	)
(200)		(1.3	)	n/a				(9.3	)	n/a

The Company is positioned relatively neutral to changes in interest rates in the next year.  Net interest income is predicted to decrease in all upward rate ramp scenarios and increase in all upward rate shock scenarios.  In down rate scenarios, net interest income is predicted to increase in rate ramp scenarios and decrease in rate shock scenarios. The largest change in net interest income relative to base in either rate ramp or shock scenarios is less than 2% in year one.  In year two, net interest income is predicted to rise in all increasing rate scenarios and decrease in falling rate scenarios. The Company’s ability to price deposits consistent with its historical approach is a key assumption in these scenarios.

Trading Account

The Company carries securities in a trading account that is maintained according to Board-approved policy and procedures.  The policy limits the amount and type of securities that can be carried in the trading account, requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters.  The risk associated with the carrying of trading securities is offset by utilizing financial instruments including exchange-traded financial futures as well as short sales of U.S. Treasury and Corporate securities.  The trading securities and related hedging instruments are marked-to-market daily.  The trading account had a balance of $19.8 million as of March 31, 2023, $18.0 million as of December 31, 2022, and $17.1 million as of March 31, 2022.  Securities sold not yet purchased (i.e., short positions) totaled $1.8 million at March 31, 2023, $3.5 million as of December 31, 2022, and $1.6 million at March 31, 2022 and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading.  The discussion in Table 11 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Other Market Risk

The Company has minimal foreign currency risk as a result of foreign exchange contracts.  See Note 10 “Commitments, Contingencies and Guarantees” in the notes to the Consolidated Financial Statements.

Credit Risk Management

Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms.  The Company utilizes a centralized credit administration function, which provides information on the Bank’s risk levels, delinquencies, an internal ranking system and overall credit exposure.  Loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards.  In addition, the Company has an internal loan review staff that operates independently of the Bank.  This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration.  The respective regulatory authorities governing the Bank also review loan portfolios.

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A primary indicator of credit quality and risk management is the level of nonperforming loans.  Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual.  The Company’s nonperforming loans decreased $94.9 million to $15.5 million at March 31, 2023, compared to March 31, 2022, and decreased $3.8 million, compared to December 31, 2022.  The decrease in nonperforming loans as compared to March 31, 2022 is primarily related to two credits in the commercial and industrial loan segment.

The Company had $68 thousand of other real estate owned as of December 31, 2022. Loans past due more than 90 days and still accruing interest totaled $1.7 million as of March 31, 2023, compared to $3.6 million at March 31, 2022 and $1.6 million as of December 31, 2022.

A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted.  The accrual of interest is discontinued and recorded thereafter only when received in cash.

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. The Company had $6.0 million of restructured loans at March 31, 2023, $7.1 million at March 31, 2022, and $5.2 million at December 31, 2022.  

Table 12

LOAN QUALITY (unaudited, dollars in thousands)

	March 31,						December 31,
	2023			2022			2022
Nonaccrual loans	$	12,954		$	103,429		$	16,838
Restructured loans on nonaccrual		2,526			6,927			2,431
Total nonperforming loans		15,480			110,356			19,269
Other real estate owned		—			—			68
Total nonperforming assets	$	15,480		$	110,356		$	19,337
Loans past due 90 days or more	$	1,723		$	3,600		$	1,617
Restructured loans accruing		3,428			185			2,790
Allowance for credit losses on loans		210,509			179,288			191,836
Ratios:
Nonperforming loans as a percent of loans		0.07	%		0.62	%		0.09	%
Nonperforming assets as a percent of loans plus other real estate owned		0.07			0.62			0.09
Nonperforming assets as a percent of total assets		0.04			0.27			0.05
Loans past due 90 days or more as a percent of loans		0.01			0.02			0.01
Allowance for credit losses on loans as a percent of loans		0.97			1.01			0.91
Allowance for credit losses on loans as a multiple of nonperforming loans	13.60x			1.62x			9.96x

Liquidity Risk

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds.  The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds.  Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position.  The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $6.9 billion of high-quality securities available for sale as of March 31, 2023.  The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits.  Additionally, management believes it can raise debt or equity capital in the future, should the need arise.

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Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements.  All customer repurchase agreements require collateral in the form of a security.  The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations.  These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed of due to the pledging restriction.  There were $10.1 billion and $10.3 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at March 31, 2023 and December 31, 2022, respectively.

The Company also has other commercial commitments that may impact liquidity.  These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit.  The total amount of these commercial commitments at March 31, 2023 was $17.6 billion.  Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases.  Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future.  The Bank is subject to various rules regarding payment of dividends to the Company.  For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval.  The Company also uses cash to inject capital into its bank and non-bank subsidiaries to maintain adequate capital as well as fund strategic initiatives.

In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032.  The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank.  The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.

In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030.  The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank.  The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025.  

To enhance general working capital needs, the Company has a revolving line of credit with Wells Fargo Bank, N.A., which allows the Company to borrow up to $30.0 million for general working capital purposes.  The interest rate applied to borrowed balances will be at the Company’s option, either 1.4% above SOFR or 1.75% below the prime rate on the date of an advance.  The Company pays a 0.4% unused commitment fee for unused portions of the line of credit.  The Company had no advances outstanding as of March 31, 2023.  

The Company is a member bank of the FHLB.  The Company owns $82.2 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances.  The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB.  The Company had a $1.8 billion short-term advance outstanding at FHLB of Des Moines as of March 31, 2023. Additionally, in March 2023, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. This letter of credit will expire in June 2023. The Company’s remaining borrowing capacity with the FHLB was $866.2 million as of March 31, 2023.  

Operational Risk

Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties.  This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service.  This risk of loss also includes the potential legal or regulatory actions that could

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arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards.  The Company must comply with a number of legal and regulatory requirements.

The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions.  In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation.  In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.

The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations.  These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation.  The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics, and business practices are followed on a uniform basis.  In certain cases, the Company has experienced losses from operational risk.  Such losses have included the effects of operational errors that the Company has discovered and included as expense in the statement of income.  While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems, and corporate-wide processes and procedures.

ITEM 4. CONTROLS AND PROCEDURES

The Sarbanes-Oxley Act of 2002, as amended, requires the Chief Executive Officer and the Chief Financial Officer to make certain certifications under this Form 10-Q with respect to the Company’s disclosure controls and procedures and internal control over financial reporting.  The Company has a Code of Ethics that expresses the values that drive employee behavior and maintains the Company’s commitment to the highest standards of ethics.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Form 10-Q.  Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, the Company’s disclosure controls and procedures were effective for ensuring that the Company’s SEC filings are recorded, processed, summarized, and reported within the time period required and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three-month period ended March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings.  In the opinion of management, after consultation with legal counsel, none of these lawsuits are expected to have a materially adverse effect on the financial position, results of operations, or cash flows of the Company.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors as previously disclosed in response to Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three-month period ended March 31, 2023.

ISSUER PURCHASE OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2023		45,840	$	86.57		45,840		1,847,681
February 1 - February 28, 2023		43,196		91.06		43,196		1,804,485
March 1 - March 31, 2023		—		—		—		1,804,485
Total		89,036	$	88.75		89,036

On April 26, 2022, the Company announced a plan to repurchase up to two million shares of common stock, which terminated on April 25, 2023.  The Company has not made any repurchases other than through these Repurchase Authorizations.  The Company is not currently engaging in repurchases.  In the future, it may determine to resume repurchases.  All share purchases pursuant to the Repurchase Authorizations are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act.  Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own shares of common stock.  

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ITEM 6.  EXHIBITS

3.1	Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the Commission on May 9, 2006).
3.2	Bylaws, amended as of April 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated April 13, 2023 and filed with the Commission on April 13, 2023).
31.1	CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.
31.2	CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith.
32.1	CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.
32.2	CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith.
101.INS	XBRL Instance Document – The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document filed herewith.
101.CAL	Inline XBRL Taxonomy Extension Calculation Document filed herewith.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document filed herewith.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document filed herewith.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document filed herewith.
104	The cover page of our Form 10-Q for the quarter ended March 31, 2023, formatted in iXBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UMB FINANCIAL CORPORATION

/s/ David C. Odgers

David C. Odgers

Chief Accounting Officer

Date:  April 27, 2023

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