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(1) Resulting from the reference rate transition from LIBOR to SOFR in the Corporation's commercial customer interest rate swap program.
CRITICAL ACCOUNTING POLICIES
The following is a summary of those accounting policies that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management's most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain. See additional information regarding these critical accounting policies in "Note 1 - Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data."
Allowance for Credit Losses - The ACL is based on estimated losses over the remaining expected life of loans. Management's determination of the appropriateness of the reserve is based on periodic evaluations of the loan portfolio, lending-related commitments, current and forecasted economic factors and other relevant factors.
Loans Evaluated Collectively: Loans evaluated collectively for expected credit losses include all accruing loans and non-accrual loans where the total commitment amount is less than $1 million. In determining the ACL, the Corporation uses three inputs to model the estimate. These inputs are the PD rate which estimates the likelihood that a borrower will be unable to meet its debt obligations, the LGD rate which estimates the percentage of an asset that is lost if a borrower defaults, and the EAD balance which estimates the gross exposure under a facility upon default. The PD models were developed based on historical default data. Both internal and external variables are evaluated in the process. The main internal variables are risk rating or delinquency history and indicators of default. The external variables are economic variables obtained from third-party forecasts.
The PD models are transition matrix models that utilize historical credit observations and incorporate economic forecasts to project future default rates using a linear regression methodology for each loan segment. The LGD model uses a vintage loss approach that estimates LGD rates based on the bank’s historical loss experience for each loan segment. The EAD incorporates a prepayment rate and applies the PD rates to estimate the projected exposure at default across the life of each loan. The ACL is calculated by applying the LGD to the EAD at each period across the life of each loan.
The ACL incorporates the Corporation’s historical credit observations, current conditions, and reasonable and supportable forecasts that are based on the projected performance of specific economic variables that are statistically correlated with historical PD rates. The reasonable and supportable forecast extends to 24 months and reverts back to an average PD rate using a straight-line reversion methodology over a 12 month period.
The ACL is highly sensitive to the economic forecasts used to develop the reserve. As such, the calculation of the ACL is inherently subjective and requires management to exercise judgment.
The ACL may include qualitative adjustments intended to capture the impact of uncertainties not reflected in the quantitative models. In determining qualitative adjustments, management considers changes in national, regional, and local economic and business conditions and their impact on the lending environment, including underwriting standards and other factors affecting credit losses over the remaining life of each loan.
The ACL for loans was $293.4 million and $269.4 million on December 31, 2023 and December 31, 2022, respectively. The increase of $24.0 million was primarily a result of increased loan growth, changes to the macroeconomic outlook and risk migration.
The Corporation performs loan loss sensitivity analysis on a quarterly basis to determine the impact of varying economic conditions based on third-party forecasts. Our sensitivity analysis does not represent management's view of expected credit losses at the balance sheet date. One scenario identified includes a slowdown in near-term economic growth. This scenario resulted in a hypothetical increase to the ACL of approximately $21.6 million.
For further discussion of the methodology used in the determination of the ACL, refer to Note 1, "Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data."
Income Taxes - Income tax expense is based upon income before taxes, adjusted for the effect of certain tax-exempt income, non-deductible expenses and credits. In addition, certain items of income and expense are reported in different periods for financial reporting and tax return purposes. The tax effects of these temporary differences are recognized currently in the deferred income tax provision or benefit. DTAs or deferred tax liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.
The Corporation must also evaluate the likelihood that DTAs will be recovered through future taxable income. If any such assets are determined to be more likely than not unrecoverable, then a valuation allowance must be recognized. The assessment of the carrying value of DTAs is based on certain assumptions, the changes of which could have a material impact on the Corporation's consolidated financial statements.
On a periodic basis, the Corporation evaluates its income tax expense based on tax laws, regulations and financial reporting considerations and records adjustments as appropriate. Recognition and measurement of tax positions is based upon management's evaluations of current taxing authorities' examinations of the Corporation's tax returns, recent positions taken by the taxing authorities on similar transactions and the overall tax environment.
Income tax expense was $64.4 million and $60.0 million for the years ended December 31, 2023 and December 31, 2022, respectively.
Recently Issued Accounting Standards
For a description of accounting standards recently issued, but not yet adopted by the Corporation, see "Recently Issued Accounting Standards," in "Note 1 - Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data."
RESULTS OF OPERATIONS
Net Interest Income
Net interest income is the most significant component of the Corporation's net income. The Corporation manages the risk associated with changes in interest rates through the techniques described within Item "7A. Quantitative and Qualitative Disclosures About Market Risk." The following table provides a comparative average balance sheet and net interest income analysis for 2023 compared to 2022 and 2021. Interest income and yields are presented on an FTE basis using a 21% federal tax rate as well as statutory interest expense disallowances. The discussion following this table is based on these tax-equivalent amounts.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| | Average Balance | | Interest (1) | | Yield/ Rate | | Average Balance | | Interest (1) | | Yield/ Rate | | Average Balance | | Interest (1) | | Yield/ Rate |
| (dollars in thousands) |
| ASSETS | | | | | | | | | | | | | | | | | |
| Interest-earning assets: | | | | | | | | | | | | | | | | | |
Net loans(2) | $ | 20,929,302 | | | $ | 1,166,376 | | | 5.57 | % | | $ | 19,152,740 | | | $ | 765,603 | | | 4.00 | % | | $ | 18,627,787 | | | $ | 644,387 | | | 3.46 | % |
Investment securities(3) | 4,210,010 | | | 109,325 | | | 2.59 | | 4,364,627 | | | 106,115 | | | 2.43 | | 3,673,250 | | | 86,325 | | | 2.35 |
| Other interest-earning assets | 387,360 | | | 15,346 | | | 3.96 | | 829,705 | | | 8,115 | | | 0.98 | | 2,054,165 | | | 4,996 | | | 0.24 |
| Total interest-earning assets | 25,526,672 | | | 1,291,047 | | | 5.06 | | 24,347,072 | | | 879,833 | | | 3.61 | | 24,355,202 | | | 735,708 | | | 3.02 |
| Noninterest-earning assets: | | | | | | | | | | | | | | | | | |
| Cash and due from banks | 215,649 | | | | | | | 156,050 | | | | | | | 165,942 | | | | | |
| Premises and equipment | 219,315 | | | | | | | 220,982 | | | | | | | 228,708 | | | | | |
| Other assets | 1,553,284 | | | | | | | 1,505,277 | | | | | | | 1,686,053 | | | | | |
Less: ACL - loans (4) | (285,216) | | | | | | | (257,897) | | | | | | | (265,572) | | | | | |
| Total Assets | $ | 27,229,704 | | | | | | | $ | 25,971,484 | | | | | | | $ | 26,170,333 | | | | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | | |
| Interest-bearing liabilities: | | | | | | | | | | | | | | | | | |
| Demand deposits | $ | 5,582,930 | | | $ | 62,494 | | | 1.12 | % | | $ | 5,593,942 | | | $ | 8,219 | | | 0.15 | % | | $ | 5,979,479 | | | $ | 3,662 | | | 0.06 | % |
| Savings and money market deposits | 6,616,087 | | | 122,340 | | | 1.85 | | 6,458,165 | | | 16,642 | | | 0.26 | | 6,306,967 | | | 4,936 | | | 0.08 |
| Brokered deposits | 847,795 | | | 43,635 | | | 5.15 | | 262,359 | | | 4,097 | | | 1.56 | | 286,901 | | | 1,096 | | | 0.38 |
| Time deposits | 2,170,245 | | | 63,735 | | | 2.94 | | 1,617,804 | | | 14,871 | | | 0.92 | | 1,939,446 | | | 20,311 | | | 1.05 |
| Total interest-bearing deposits | 15,217,057 | | | 292,204 | | | 1.92 | | 13,932,270 | | | 43,829 | | | 0.31 | | 14,512,793 | | | 30,005 | | | 0.21 |
| Borrowings and other interest-bearing liabilities | 2,771,330 | | | 126,746 | | | 4.54 | | 1,358,357 | | | 39,375 | | | 2.89 | | 1,297,963 | | | 29,677 | | | 2.29 |
| Total interest-bearing liabilities | 17,988,387 | | | 418,950 | | | 2.32 | | 15,290,627 | | | 83,204 | | | 0.54 | | 15,810,756 | | | 59,682 | | | 0.38 |
| Noninterest-bearing liabilities: | | | | | | | | | | | | | | | | | |
| Demand deposits | 5,939,799 | | | | | | | 7,522,304 | | | | | | | 7,211,153 | | | | | |
| Other liabilities | 670,269 | | | | | | | 598,230 | | | | | | | 462,478 | | | | | |
| Total Liabilities | 24,598,455 | | | | | | | 23,411,161 | | | | | | | 23,484,387 | | | | | |
| Total deposits | 21,156,856 | | | | | 1.38% | | 21,454,574 | | | | | 0.20% | | 21,723,946 | | | | | 0.14% |
| Total interest-bearing liabilities and noninterest-bearing deposits | 23,928,186 | | | | | 1.75% | | 22,812,931 | | | | | 0.36% | | 23,021,909 | | | | | 0.26% |
| Shareholders' equity | 2,631,249 | | | | | | | 2,560,323 | | | | | | | 2,685,946 | | | | | |
| Total Liabilities and Shareholders' Equity | $ | 27,229,704 | | | | | | | $ | 25,971,484 | | | | | | | $ | 26,170,333 | | | | | |
| Net interest income/net interest margin (FTE) | | | 872,097 | | | 3.42 | % | | | | 796,629 | | | 3.27 | % | | | | 676,026 | | | 2.78 | % |
| Tax equivalent adjustment | | | (17,811) | | | | | | | (14,995) | | | | | | | (12,296) | | | |
| Net interest income | | | $ | 854,286 | | | | | | | $ | 781,634 | | | | | | | $ | 663,730 | | | |
(1) Presented on a fully taxable-equivalent basis using a 21% federal tax rate and statutory interest expense disallowances.
(2) Average balances include non-performing loans.
(3) Average balances include amortized historical cost for AFS securities; the related unrealized holding gains (losses) are included in other assets.
(4) ACL - loans relates to the ACL for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.
Comparison of 2023 to 2022
The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in yields and rates:
| | | | | | | | | | | | | | | | | |
| 2023 vs. 2022 Increase (decrease) due to change in |
| Volume | | Yield/Rate | | Net |
| (dollars in thousands) |
| Interest income on: | | | | | |
Net loans(1) | $ | 76,608 | | | $ | 324,165 | | | $ | 400,773 | |
| Investment securities | (3,763) | | | 6,973 | | | 3,210 | |
|
| Other interest-earning assets | (6,298) | | | 13,529 | | | 7,231 | |
| Total interest income | $ | 66,547 | | | $ | 344,667 | | | $ | 411,214 | |
| Interest expense on: | | | | | |
| Demand deposits | $ | (17) | | | $ | 54,292 | | | $ | 54,275 | |
| Savings and money market deposits | 421 | | | 105,277 | | | 105,698 | |
| Brokered deposits | 19,464 | | | 20,074 | | | 39,538 | |
| Time deposits | 6,577 | | | 42,287 | | | 48,864 | |
| Borrowings and other interest-bearing liabilities | 56,410 | | | 30,961 | | | 87,371 | |
| Total interest expense | $ | 82,855 | | | $ | 252,891 | | | $ | 335,746 | |
(1) Average balance includes non-performing loans.
| | | | | |
| Note: | Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of the direct changes that are attributable to each component. |
Compared to 2022, FTE total interest income for 2023 increased $411.2 million due to increases of $344.7 million attributable to changes in yield and $66.5 million attributable to changes in volume. The increase due to changes in yield was largely due to an increase in net loans. The increase due to changes in volume was due to an increase in average net loans, partially offset by decreases in average other interest-earning assets and investment securities.
The yield on average interest-earning assets increased 145 bps in 2023 compared to 2022.
In 2023, interest expense increased $335.7 million compared to 2022, primarily driven by an increase in rate on interest-bearing liabilities resulting in a $252.9 million increase in interest expense. The increase in interest expense attributable to rate was driven by the increases in savings and money market deposits, interest-bearing demand deposits, time deposits, borrowings and other interest-bearing liabilities and brokered deposits. The increase in interest expense attributable to volume was $82.9 million primarily driven by increases in borrowings and other interest-bearing liabilities and brokered deposits.
The rate on average interest-bearing liabilities increased 178 bps in 2023 compared to 2022.
Average loans and average FTE yields, by type, are summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2023 | | 2022 | | Increase (Decrease) |
| | Balance | | Yield | | Balance | | Yield | | $ | | % |
| | (dollars in thousands) |
| Real estate - commercial mortgage | $ | 7,876,076 | | | 5.97 | % | | $ | 7,523,806 | | | 4.00 | % | | $ | 352,270 | | | 4.7 | % |
| Commercial and industrial | 4,596,742 | | | 6.27 | | | 4,230,133 | | | 4.13 | | | 366,609 | | | 8.7 | |
| Real estate - residential mortgage | 5,079,739 | | | 3.76 | | | 4,261,527 | | | 3.38 | | | 818,212 | | | 19.2 | |
| Real estate - home equity | 1,060,396 | | | 6.95 | | | 1,101,142 | | | 4.60 | | | (40,746) | | | (3.7) | |
| Real estate - construction | 1,247,336 | | | 6.81 | | | 1,178,550 | | | 4.14 | | | 68,786 | | | 5.8 | |
| Consumer | 748,089 | | | 5.94 | | | 569,305 | | | 5.11 | | | 178,784 | | | 31.4 | |
Leases and other loans(1) | 320,924 | | | 4.37 | | | 288,277 | | | 6.04 | | | 32,647 | | | 11.3 | |
| Total loans | $ | 20,929,302 | | | 5.57 | % | | $ | 19,152,740 | | | 4.00 | % | | $ | 1,776,562 | | | 9.3 | % |
(1) Consists of equipment lease financing, overdrafts and net origination fees and costs.
During 2023, average loans increased $1.8 billion, or 9.3%, compared to 2022. The increase was largely driven by increases in average residential mortgage loans, average commercial and industrial loans, average commercial mortgage loans, average consumer loans and average construction loans of $818.2 million, $366.6 million, $352.3 million, $178.8 million and $68.8 million, respectively. The yield on total loans increased 157 bps to 5.57% in 2023 compared to 4.00% in 2022.
Average deposits and interest rates, by type, are summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | Increase (Decrease) |
| Balance | | Rate | | Balance | | Rate | | $ | | % |
| (dollars in thousands) |
| Noninterest-bearing demand | $ | 5,939,799 | | | — | % | | $ | 7,522,304 | | | — | % | | $ | (1,582,505) | | | (21.0) | % |
| Interest-bearing demand | 5,582,930 | | | 1.12 | | | 5,593,942 | | | 0.15 | | | (11,012) | | | (0.2) | |
| Savings and money market deposits | 6,616,087 | | | 1.85 | | | 6,458,165 | | | 0.26 | | | 157,922 | | | 2.4 | |
| Total demand deposits and savings and money market deposits | 18,138,816 | | | 1.02 | | | 19,574,411 | | | 0.13 | | | (1,435,595) | | | (7.3) | |
| Brokered deposits | 847,795 | | | 5.15 | | | 262,359 | | | 1.56 | | | 585,436 | | | N/M |
| Time deposits | 2,170,245 | | | 2.94 | | | 1,617,804 | | | 0.92 | | | 552,441 | | | 34.1 | |
| Total deposits | $ | 21,156,856 | | | 1.38 | % | | $ | 21,454,574 | | | 0.20 | % | | $ | (297,718) | | | (1.4) | % |
The cost of total deposits increased 118 bps to 1.38% in 2023 compared to 0.20% in 2022, primarily due to rising interest rates and a change in mix of deposits. Average deposits decreased $297.7 million driven by a $1.6 billion decrease in average noninterest-bearing demand deposits, partially offset by increases in average brokered deposits, average time deposits and average savings and money market deposits of $585.4 million, $552.4 million and $157.9 million, respectively.
Average borrowings and interest rates, by type, are summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2023 | | 2022 | | Increase (Decrease) |
| Balance | | Rate | | Balance | | Rate | | $ | | % |
| (dollars in thousands) |
| Federal funds purchased | $ | 566,379 | | | 5.30 | % | | $ | 91,125 | | | 3.21 | % | | $ | 475,254 | | | N/M |
| Federal Home Loan Bank advances | 922,164 | | | 5.05 | | | 194,295 | | | 3.77 | | | 727,869 | | | N/M |
| Senior debt and subordinated debt | 539,726 | | | 3.96 | | | 564,337 | | | 3.94 | | | (24,611) | | | (4.4) | |
Other borrowings and other interest-bearing liabilities(1) | 743,061 | | | 3.77 | | | 508,600 | | | 1.34 | | | 234,461 | | | 46.1 | |
| Total borrowings and other interest-bearing liabilities | $ | 2,771,330 | | | 4.54 | % | | $ | 1,358,357 | | | 2.89 | % | | $ | 1,412,973 | | | 104.0 | % |
(1) Includes repurchase agreements, short-term promissory notes, capital leases and interest-bearing collateral.
Average borrowings and other interest-bearing liabilities increased $1.4 billion during 2023 compared to 2022, primarily as a result of an increase in average net loans and a decrease in average total deposits. Average FHLB advances, average Federal funds purchased and average other borrowings and other interest-bearing liabilities increased $727.9 million, $475.3 million and $234.5 million, respectively. See "Note 10 - Borrowings" of the Notes to Consolidated Financial Statements for additional details.
Non-Interest Income
The following table presents the components of non-interest income:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Increase (Decrease) |
| | 2023 | | 2022 | | $ | | % |
| | (dollars in thousands) |
| Commercial banking: | | | | | | | |
| Merchant and card | $ | 29,205 | | | $ | 28,276 | | | $ | 929 | | | 3.3 | % |
| Cash management | 23,340 | | | 23,729 | | | (389) | | | (1.6) | |
| Capital markets | 15,654 | | | 12,256 | | | 3,398 | | | 27.7 | |
| Other commercial banking | 12,961 | | | 11,518 | | | 1,443 | | | 12.5 | |
| Total commercial banking | 81,160 | | | 75,779 | | | 5,381 | | | 7.1 | |
| Wealth management | 75,541 | | | 72,843 | | | 2,698 | | | 3.7 | |
| Consumer banking: | | | | | | | |
| Card | 26,343 | | | 24,472 | | | 1,871 | | | 7.6 | |
| Overdraft | 11,416 | | | 15,480 | | | (4,064) | | | (26.3) | |
| Other consumer banking | 9,438 | | | 9,544 | | | (106) | | | (1.1) | |
| Total consumer banking | 47,197 | | | 49,496 | | | (2,299) | | | (4.6) | |
| Mortgage banking | 10,388 | | | 14,204 | | | (3,816) | | | (26.9) | |
| Other | 14,125 | | | 14,835 | | | (710) | | | (4.8) | |
| Non-interest income before investment securities gains (losses) | 228,411 | | | 227,157 | | | 1,254 | | | 0.6 | |
| Investment securities gains (losses), net | (733) | | | (27) | | | (706) | | | N/M |
| Total Non-Interest Income | $ | 227,678 | | | $ | 227,130 | | | $ | 548 | | | 0.2 | % |
Non-interest income before investment securities gains (losses) increased $1.3 million, or 0.6%, during 2023 compared to 2022. The increase in non-interest income was primarily due to increases in commercial banking revenues of $5.4 million, largely driven by an increase in commercial customer interest rate swap fee income reflected in capital markets, an increase in wealth management of $2.7 million, due to an increase in assets under management, and an increase in the cash surrender value of bank owned life insurance agreements of $1.7 million, reflected in other non-interest income, partially offset by decreases in mortgage banking income of $3.8 million, mainly due to lower sales volumes and lower gains on sales margins, consumer banking income of $2.3 million, driven largely by decreases in overdraft fees, and an $1.8 million reduction in other non-interest income to reflect market valuation movement in certain of the Corporation's legacy commercial customer back-to-back interest rate swap transactions resulting from the transition from LIBOR to SOFR.
Non-Interest Expense
The following table presents the components of non-interest expense:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Increase (Decrease) |
| | 2023 | | 2022 | | $ | | % |
| | (dollars in thousands) |
| Salaries and employee benefits | $ | 377,417 | | | $ | 356,884 | | | $ | 20,533 | | | 5.8 | % |
| Data processing and software | 66,471 | | | 60,255 | | | 6,216 | | | 10.3 | |
| Net occupancy | 58,019 | | | 56,195 | | | 1,824 | | | 3.2 | |
| Other outside services | 47,724 | | | 37,152 | | | 10,572 | | | 28.5 | |
| FDIC insurance | 25,565 | | | 12,547 | | | 13,018 | | | 103.8 | |
| Equipment | 14,390 | | | 14,033 | | | 357 | | | 2.5 | |
| Marketing | 9,004 | | | 6,885 | | | 2,119 | | | 30.8 | |
| Professional fees | 8,392 | | | 9,123 | | | (731) | | | (8.0) | |
| Intangible amortization | 2,944 | | | 1,731 | | | 1,213 | | | 70.1 | |
| Merger-related expenses | — | | | 10,328 | | | (10,328) | | | N/M |
| Other | 69,281 | | | 68,595 | | | 686 | | | 1.0 | |
| Total Non-Interest Expense | $ | 679,207 | | | $ | 633,728 | | | $ | 45,479 | | | 7.2 | % |
Non-interest expense in 2023 increased $45.5 million, or 7.2%, compared to 2022. Excluding merger-related expenses of $10.3 million in 2022, non-interest expense increased $55.8 million, or 9.0%, in 2023 compared to 2022. The increase in non-interest expense, excluding merger-related expenses, was primarily due to increases of $20.5 million in salaries and employee benefits expense, $13.0 million in FDIC insurance expense, primarily due to the adoption of a final rule to increase base deposit insurance assessment rates effective January 1, 2023, and the special assessment of $6.5 million charged to recover the loss to the DIF in connection with the closures of certain banks in 2023, $10.6 million in other outside services expense largely due to a number of corporate initiatives, $6.2 million in data processing and software expense due to ongoing investment in technology and customer growth and $2.1 million in marketing expense primarily due to a targeted customer deposit acquisition program and brand marketing campaigns. The $20.5 million increase in salaries and employee benefits expense was largely due to annual merit increases, an increase in the number of employees, higher healthcare claims expense and higher pension expense.
Income Taxes
Income tax expense for 2023 was $64.4 million, a $4.4 million increase compared to 2022. The ETR was 18.5% in 2023 compared to 17.3% in 2022. The increase in income tax expense in 2023 resulted primarily from the higher ETR. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and TCIs that generate tax credits under various federal programs.
Comparison of 2022 to 2021
The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volumes) and changes in yields and rates:
| | | | | | | | | | | | | | | | | |
| 2022 vs. 2021 |
| Increase (decrease) due to change in |
| Volume | | Yield/Rate | | Net |
| (dollars in thousands) |
| Interest income on: | | | | | |
Net loans(1) | $ | 18,540 | | | $ | 102,676 | | | $ | 121,216 | |
| Investment securities | 16,759 | | | 3,031 | | | 19,790 | |
| Other interest-earning assets | (4,364) | | | 7,483 | | | 3,119 | |
| Total interest income | $ | 30,935 | | | $ | 113,190 | | | $ | 144,125 | |
| Interest expense on: | | | | | |
| Demand deposits | $ | (256) | | | $ | 4,813 | | | $ | 4,557 | |
| Savings and money market deposits | 123 | | | 11,583 | | | 11,706 | |
| Brokered deposits | (101) | | | 3,102 | | | 3,001 | |
| Time deposits | (3,115) | | | (2,325) | | | (5,440) | |
| Borrowings | 1,463 | | | 8,235 | | | 9,698 | |
| Total interest expense | $ | (1,886) | | | $ | 25,408 | | | $ | 23,522 | |
(1) Average balance includes non-performing loans.
| | | | | |
| Note: | Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of the direct changes that are attributable to each component. |
Compared to 2021, FTE total interest income for 2022 increased $144.1 million, or 19.6%, primarily due to an increase of $113.2 million attributable to changes in yield, of which $102.7 million related to net loans. The yield on average interest-earning assets increased 59 bps in 2022 compared to 2021.
In 2022, interest expense increased $23.5 million compared to 2021, primarily driven by increases in rate on interest-bearing liabilities resulting in a $25.4 million increase in interest expense. The increase in interest expense attributable to rate was primarily driven by the increases in savings and money market deposits, borrowings, interest-bearing demand deposits and brokered deposits.
Average loans and average FTE yields, by type, are summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | Increase (Decrease) |
| Balance | | Yield | | Balance | | Yield | | $ | | % |
| (dollars in thousands) |
| Real estate - commercial mortgage | $ | 7,523,806 | | | 4.00 | % | | $ | 7,149,712 | | | 3.14 | % | | $ | 374,094 | | | 5.2 | % |
Commercial and industrial | 4,230,133 | | | 4.13 | | | 5,052,856 | | | 2.73 | | | (822,723) | | | (16.3) | |
| Real estate - residential mortgage | 4,261,527 | | | 3.38 | | | 3,501,072 | | | 3.40 | | | 760,455 | | | 21.7 | |
| Real estate - home equity | 1,101,142 | | | 4.60 | | | 1,141,042 | | | 3.85 | | | (39,900) | | | (3.5) | |
| Real estate - construction | 1,178,550 | | | 4.14 | | | 1,078,350 | | | 3.08 | | | 100,200 | | | 9.3 | |
| Consumer | 569,305 | | | 5.11 | | | 456,427 | | | 3.99 | | | 112,878 | | | 24.7 | |
| Equipment finance leasing | 249,595 | | | 3.99 | | | 252,104 | | | 3.89 | | | (2,509) | | | (1.0) | |
Other (1) | 38,682 | | | — | | | (3,776) | | | — | | | 42,458 | | | N/M |
| Total loans | $ | 19,152,740 | | | 4.00 | % | | $ | 18,627,787 | | | 3.46 | % | | $ | 524,953 | | | 2.8% |
(1) Consists of overdrafts and net origination fees and costs.
Average loans increased $525.0 million, or 2.8%, compared to 2021. The increase was largely driven by increases in average residential mortgage loans, average commercial mortgage loans, average consumer loans and average construction loans of $760.5 million, $374.1 million, $112.9 million and $100.2 million, respectively, partially offset by decreases in average commercial and industrial loans of $822.7 million primarily due to the repayment of Paycheck Protection Program loans upon forgiveness by the SBA.
Average investment securities increased $691.4 million, or 18.8%, in comparison to 2021, which contributed a $16.8 million increase in FTE interest income. The yield on investment securities increased 8 bps in comparison to 2021, resulting in a $3.0 million increase in FTE interest income.
Yield on other interest-earning assets increased 74 bps in comparison to 2021, contributing $7.5 million to FTE interest income, partially offset by a decrease in the average balance of other interest-earning assets of $1.2 billion, contributing a $4.4 million decrease to FTE interest income.
Average deposits and interest rates, by type, are summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | Increase (Decrease) |
| Balance | | Rate | | Balance | | Rate | | $ | | % |
| (dollars in thousands) |
| Noninterest-bearing demand | $ | 7,522,304 | | | — | % | | $ | 7,211,153 | | | — | % | | $ | 311,151 | | | 4.3 | % |
| Interest-bearing demand | 5,593,942 | | | 0.15 | | | 5,979,479 | | | 0.06 | | | (385,537) | | | (6.4) | |
| Savings and money market deposits | 6,458,165 | | | 0.26 | | | 6,306,967 | | | 0.08 | | | 151,198 | | | 2.4 | |
| Total demand and savings and money market deposits | 19,574,411 | | | 0.13 | | | 19,497,599 | | | 0.04 | | | 76,812 | | | 0.4 | |
| Brokered deposits | 262,359 | | | 1.56 | | | 286,901 | | | 0.38 | | | (24,542) | | | (8.6) | |
| Time deposits | 1,617,804 | | | 0.92 | | | 1,939,446 | | | 1.05 | | | (321,642) | | | (16.6) | |
| Total deposits | $ | 21,454,574 | | | 0.20 | % | | $ | 21,723,946 | | | 0.14 | % | | $ | (269,372) | | | (1.2) | % |
The cost of interest-bearing deposits increased 10 bps, to 0.31%, from 0.21% in 2021, due to an increase in rates. The rate on total demand deposits and savings and money market deposits increased to 0.13%, compared to 0.04% for 2021. Average interest-bearing demand deposits and average time deposits decreased $385.5 million and $321.6 million, respectively, during 2022. Average noninterest-bearing demand deposits and average savings and money market deposits increased $311.2 million and $151.2 million, respectively, during 2022 compared to 2021.
Average borrowings and interest rates, by type, are summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | Increase (Decrease) |
| Balance | | Rate | | Balance | | Rate | | $ | | % |
| (dollars in thousands) |
| Borrowings: | | | | | | | | | | | |
| Federal funds purchased | $ | 91,125 | | | 3.21 | % | | $ | — | | | — | % | | $ | 91,125 | | | N/M |
| Federal Home Loan Bank advances | 194,295 | | | 3.77 | | | 126,677 | | | 1.80 | | | 67,618 | | | 53.4 | |
| Senior debt and subordinated debt | 564,337 | | | 3.94 | | | 657,386 | | | 4.07 | | | (93,049) | | | (14.2) | |
Other borrowings and other interest-bearing liabilities(1) | 508,600 | | | 1.34 | | | 513,900 | | | 0.12 | | | (5,300) | | | (1.0) | |
| Total borrowings and other interest-bearing liabilities | $ | 1,358,357 | | | 2.89 | % | | $ | 1,297,963 | | | 2.29 | % | | $ | 60,394 | | | 4.7 | % |
(1) Includes repurchase agreements, short-term promissory notes and capital leases.
Total average borrowings and other interest-bearing liabilities increased $60.4 million, or 4.7%, and the rate on total average borrowings and other interest-bearing liabilities increased 60 bps, to 2.89%, compared to 2021. Borrowings increased primarily as a result of the decrease in deposits. Short-term Federal funds purchased and FHLB advances increased $91.1 million and $67.6 million, respectively. Senior debt and subordinated debt decreased $93.0 million primarily due to the $65.0 million repayment of senior notes on March 16, 2022 and the redemption of $17.0 million of TruPS in September 2022. See "Note 10 - Borrowings" of the Notes to Consolidated Financial Statements for additional details.
Non-Interest Income
The following table presents the components of non-interest income:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Increase (Decrease) |
| | 2022 | | 2021 | | $ | | % |
| (dollars in thousands) |
| Commercial banking: | | | | | | | |
| Merchant and card | $ | 28,276 | | | $ | 26,121 | | | $ | 2,155 | | | 8.3 | % |
| Cash management | 23,729 | | | 20,865 | | | 2,864 | | | 13.7 | |
| Capital markets | 12,256 | | | 9,381 | | | 2,875 | | | 30.6 | |
| Other commercial banking | 11,518 | | | 12,322 | | | (804) | | | (6.5) | |
| Total commercial banking | 75,779 | | | 68,689 | | | 7,090 | | | 10.3 | |
| Wealth management | 72,843 | | | 71,798 | | | 1,045 | | | 1.5 | |
| Consumer banking: | | | | | | | |
| Card | 24,472 | | | 23,505 | | | 967 | | | 4.1 | |
| Overdraft | 15,480 | | | 12,844 | | | 2,636 | | | 20.5 | |
| Other consumer banking | 9,544 | | | 9,195 | | | 349 | | | 3.8 | |
| Total consumer banking | 49,496 | | | 45,544 | | | 3,952 | | | 8.7 | |
| Mortgage banking | 14,204 | | | 33,576 | | | (19,372) | | | (57.7) | |
| Other | 14,835 | | | 20,622 | | | (5,787) | | | (28.1) | |
| Non-interest income before investment securities gains (losses) | 227,157 | | | 240,229 | | | (13,072) | | | (5.4) | |
| Investment securities gains (losses), net | (27) | | | 33,516 | | | (33,543) | | | (100.1) | |
| Total Non-Interest Income | $ | 227,130 | | | $ | 273,745 | | | $ | (46,615) | | | (17.0) | % |
Non-interest income before investment securities gains (losses) decreased $13.1 million, or 5.4%, in 2022, as compared to 2021. The primary contributors to this net decrease were as follows:
•Mortgage banking income decreased $19.4 million, or 57.7%, compared to 2021, mainly due to reduced gains on sales of mortgage loans.
•Other non-interest income decreased $5.8 million, or 28.1%, compared to 2021, primarily due to a decline in income from equity method investments.
•Total commercial banking income increased $7.1 million, or 10.3%, compared to 2021, driven mainly by increases in commercial customer interest rate swap fees reflected in capital markets, cash management fees and merchant and card revenues.
•Total consumer banking income increased $4.0 million, or 8.7%, compared to 2021, driven primarily by increases in overdraft fees and card income.
•Investment securities gains decreased $33.5 million, primarily due to the gain on sale of Visa Shares, as part of the balance sheet restructuring undertaken in 2021.
Non-Interest Expense
The following table presents the components of non-interest expense:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Increase (Decrease) |
| 2022 | | 2021 | | $ | | % |
| (dollars in thousands) |
| Salaries and employee benefits | $ | 356,884 | | | $ | 329,138 | | | $ | 27,746 | | | 8.4 | % |
| Data processing and software | 60,255 | | | 56,440 | | | 3,815 | | | 6.8 | |
| Net occupancy | 56,195 | | | 53,799 | | | 2,396 | | | 4.5 | |
| Other outside services | 37,152 | | | 34,194 | | | 2,958 | | | 8.7 | |
| Equipment | 14,033 | | | 13,807 | | | 226 | | | 1.6 | |
| FDIC insurance | 12,547 | | | 10,665 | | | 1,882 | | | 17.6 | |
| Professional fees | 9,123 | | | 9,647 | | | (524) | | | (5.4) | |
| Marketing | 6,885 | | | 5,275 | | | 1,610 | | | 30.5 | |
| Intangible amortization | 1,731 | | | 589 | | | 1,142 | | | N/M |
| Debt extinguishment | — | | | 33,249 | | | (33,249) | | | N/M |
| Merger-related expenses | 10,328 | | | — | | | 10,328 | | | N/M |
| Other | 68,595 | | | 71,027 | | | (2,432) | | | (3.4) | |
| Total non-interest expense | $ | 633,728 | | | $ | 617,830 | | | $ | 15,898 | | | 2.6 | % |
Non-interest expense increased $15.9 million, or 2.6% compared to 2021. Non-interest expense, excluding merger-related expenses of $10.3 million, was $623.4 million, an increase of $5.6 million, or 0.9% compared to non-interest expense of $617.8 million in 2021. Excluding merger-related expenses, the increase in non-interest expense compared to 2021 was primarily due to increases in salaries and employee benefits of $27.7 million, attributable to higher employee base salaries of $20.2 million and deferred loan origination expense of $14.3 million, partially offset by lower commissions expense of $8.8 million. Increases in data processing and software expenses, other outside services and net occupancy expense in 2022 of $3.8 million, $3.0 million and $2.4 million, respectively, also contributed to the increase in non-interest expense compared to 2021. These increases were partially offset by a decrease of $33.2 million in debt extinguishment expense in 2021.
Income Taxes
Income tax expense for 2022 was $60.0 million, a $1.3 million increase compared to 2021. The Corporation's ETR was 17.3% for the year ended 2022, compared to 17.6% for the same period in 2021. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various programs.
FINANCIAL CONDITION
The table below presents condensed consolidated ending balance sheets.
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, | | Increase (Decrease) |
| | 2023 | | 2022 | | $ | | % |
| | (dollars in thousands) |
| Assets | | | | | | | |
| Cash and cash equivalents | $ | 549,710 | | | $ | 681,921 | | | $ | (132,211) | | | (19.4) | % |
| FRB and FHLB Stock | 124,405 | | | 130,186 | | | (5,781) | | | (4.4) | |
| Loans held for sale | 15,158 | | | 7,264 | | | 7,894 | | | 108.7 | |
| Investment securities | 3,666,274 | | | 3,968,023 | | | (301,749) | | | (7.6) | |
| Net loans, less ACL - loans | 21,057,690 | | | 20,010,181 | | | 1,047,509 | | | 5.2 | |
| Net premises and equipment | 222,881 | | | 225,141 | | | (2,260) | | | (1.0) | |
| Goodwill and intangibles | 560,687 | | | 560,824 | | | (137) | | | — | |
| Other assets | 1,375,110 | | | 1,348,162 | | | 26,948 | | | 2.0 | |
| Total Assets | $ | 27,571,915 | | | $ | 26,931,702 | | | $ | 640,213 | | | 2.4 | % |
| Liabilities and Shareholders' Equity | | | | | | | |
| Deposits | $ | 21,537,623 | | | $ | 20,649,538 | | | $ | 888,085 | | | 4.3 | % |
| Borrowings | 2,487,526 | | | 2,871,207 | | | (383,681) | | | (13.4) | |
| Other liabilities | 786,627 | | | 831,200 | | | (44,573) | | | (5.4) | |
| Total Liabilities | 24,811,776 | | | 24,351,945 | | | 459,831 | | | 1.9 | |
| Total Shareholders' Equity | 2,760,139 | | | 2,579,757 | | | 180,382 | | | 7.0 | |
| Total Liabilities and Shareholders' Equity | $ | 27,571,915 | | | $ | 26,931,702 | | | $ | 640,213 | | | 2.4 | % |
Investment Securities
The table below presents the carrying amount of investment securities:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, | | Increase (Decrease) |
| | 2023 | | 2022 | | $ | | % |
| | (dollars in thousands) |
| Available for Sale | | | | | | | |
| U.S. Government securities | $ | 42,161 | | | $ | 218,485 | | | $ | (176,324) | | | (80.7) | % |
| U.S. Government-sponsored agency securities | 1,010 | | | 1,008 | | | 2 | | | 0.2 | |
| State and municipal securities | 1,072,013 | | | 1,105,712 | | | (33,699) | | | (3.0) | |
| Corporate debt securities | 440,551 | | | 422,309 | | | 18,242 | | | 4.3 | |
| Collateralized mortgage obligations | 111,434 | | | 134,033 | | | (22,599) | | | (16.9) | |
| Residential mortgage-backed securities | 196,795 | | | 212,698 | | | (15,903) | | | (7.5) | |
| Commercial mortgage-backed securities | 534,388 | | | 552,522 | | | (18,134) | | | (3.3) | |
| Total available for sale securities | $ | 2,398,352 | | | $ | 2,646,767 | | | $ | (248,415) | | | (9.4) | % |
| Held to Maturity | | | | | | | |
|
| Residential mortgage-backed securities | $ | 407,075 | | | $ | 457,325 | | | $ | (50,250) | | | (11.0) | % |
| Commercial mortgage-backed securities | 860,847 | | | 863,931 | | | (3,084) | | | (0.4) | |
| Total held to maturity securities | $ | 1,267,922 | | | $ | 1,321,256 | | | $ | (53,334) | | | (4.0) | % |
| | | | | | | |
| Total investment securities | $ | 3,666,274 | | | $ | 3,968,023 | | | $ | (301,749) | | | (7.6) | % |
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There were no loans modified due to borrowers experiencing financial difficulty that defaulted during 2023.
The following table summarizes OREO, by property type:
| | | | | | | | | | | | | | | | | |
| December 31, |
| 2023 | | 2022 | | 2021 |
| | (dollars in thousands) |
| Commercial properties | $ | 165 | | | $ | 3,881 | | | $ | 943 | |
| Residential properties | 229 | | | 482 | | | 669 | |
| Undeveloped land | 502 | | | 1,427 | | | 205 | |
| Total OREO | $ | 896 | | | $ | 5,790 | | | $ | 1,817 | |
The Corporation's ability to identify potential problem loans in a timely manner is important to maintaining an adequate ACL. For commercial and industrial loans, commercial mortgage loans and construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity loans, construction loans to individuals, consumer loans and leases and other loans is based on payment history through the monitoring of delinquency levels and trends.
Total internally risk-rated loans were $13.7 billion and $13.2 billion as of December 31, 2023 and 2022, respectively, of which $0.9 million and $0.8 million were criticized and classified loans, respectively. The following table presents criticized and classified loans, or those with internal risk ratings of special mention(1) or substandard or lower(2) for commercial mortgages, commercial and industrial loans and construction loans to commercial borrowers, by class segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Special Mention(1) | | Increase (Decrease) | | Substandard or Lower(2) | | Increase (Decrease) | | Total Criticized and Classified Loans |
| December 31, | | | | | | December 31, | | | | | | December 31, |
| 2023 | | 2022 | | $ | | % | | 2023 | | 2022 | | $ | | % | | 2023 | | 2022 |
| (dollars in thousands) |
| Real estate - commercial mortgage | $ | 302,553 | | | $ | 306,381 | | | $ | (3,828) | | | (1.2)% | | $ | 224,774 | | | $ | 184,014 | | | $ | 40,760 | | | 22.2% | | $ | 527,327 | | | $ | 490,395 | |
| Commercial and industrial | 135,837 | | | 133,943 | | | 1,894 | | | 1.4 | | 196,500 | | | 95,546 | | | 100,954 | | | 105.7 | | 332,337 | | | 229,489 | |
Real estate - construction(3) | 38,520 | | | 21,603 | | | 16,917 | | | 78.3 | | 26,771 | | | 10,601 | | | 16,170 | | | 152.5 | | 65,291 | | | 32,204 | |
| Total | $ | 476,910 | | | $ | 461,927 | | | $ | 14,983 | | | 3.2% | | $ | 448,045 | | | $ | 290,161 | | | $ | 157,884 | | | 54.4% | | $ | 924,955 | | | $ | 752,088 | |
| % of total risk-rated loans | 3.5% | | 3.5% | | | | | | 3.3% | | 2.2% | | | | | | 6.8% | | 5.7% |
(1) Considered "criticized" loans by banking regulators.
(2) Considered "classified" loans by banking regulators.
(3) Excludes construction - other.
Total loans risk-rated special mention increased by $15.0 million, or 3.2%, compared to December 31, 2022. Total loans risk- rated substandard or lower increased by $157.9 million, or 54.4%, compared to December 31, 2022, primarily due to borrower performance in both commercial and industrial loans and commercial real estate loans. Total criticized and classified loans increased $172.9 million, or 23.0%, compared to December 31, 2022.
The following table presents, by class segment, a summary of delinquency status and rates, as a percentage of total loans that do not have internal risk ratings:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Delinquent(1) | | Non-performing(2) | | Total |
| December 31, | | December 31, | | December 31, | | December 31, | | December 31, | | December 31, |
| 2023 | | 2022 | | 2023 | | 2022 | | 2023 | | 2022 |
| $ | | % | | $ | | % | | $ | | % | | $ | | % | | $ | | % | | $ | | % |
| (dollars in thousands) |
| Consumer and real estate - home equity | $ | 20,345 | | | 1.15 | % | | $ | 16,141 | | | 0.90 | % | | $ | 10,878 | | | 0.61 | % | | $ | 9,800 | | | 0.54 | % | | $ | 31,223 | | | 1.76 | % | | $ | 25,941 | | | 1.44 | % |
| Real estate - residential mortgage | 59,983 | | | 1.13 | | 65,270 | | | 1.38 | | 42,029 | | | 0.79 | | 46,509 | | | 0.98 | | 102,012 | | | 1.92 | | 111,779 | | | 2.36 |
| Real estate - construction | 4,636 | | | 0.37 | | 3,520 | | | 0.28 | | 1,535 | | | 0.12 | | — | | | — | | 6,171 | | | 0.50 | | 3,520 | | | 0.28 |
| Leases and other loans | 868 | | | 0.26 | | 470 | | | 0.16 | | 10,011 | | | 2.98 | | 13,307 | | | 4.45 | | 10,879 | | | 3.23 | | 13,777 | | | 4.61 |
| Total | $ | 85,832 | | | 0.99 | % | | $ | 85,401 | | | 1.05 | % | | $ | 64,453 | | | 0.74 | % | | $ | 69,616 | | | 0.86 | % | | $ | 150,285 | | | 1.74 | % | | $ | 155,017 | | | 1.92 | % |
(1) Includes accruing loans 30 days to 89 days past due.
(2) Includes accruing loans 90 days or more past due and non-accrual loans and leases.
Loans and Allowance for Credit Losses
The Corporation accounts for the credit risk associated with lending activities through the ACL and the provision for credit losses.
The following table presents the activity in the ACL:
| | | | | | | | | | | | | | | | | |
| December 31, | | December 31, | | December 31, |
| 2023 | | 2022 | | 2021 |
| | (dollars in thousands) |
| Net loans | $ | 21,351,094 | | $ | 20,279,547 | | $ | 18,325,350 |
| Average balance of net loans | $ | 20,929,302 | | $ | 19,152,740 | | $ | 18,627,787 |
| Balance of ACL at beginning of period | $ | 269,366 | | $ | 249,001 | | $ | 277,567 |
| CECL Day 1 provision expense | — | | 7,954 | | — |
| Initial purchased credit deteriorated loans | — | | 1,135 | | — |
| Loans charged off: | | | | | |
| Commercial and industrial | (9,246) | | (2,390) | | (15,337) |
| Real estate - commercial mortgage | (17,999) | | (12,473) | | (8,726) |
| Consumer and real estate - home equity | (7,514) | | (4,412) | | (3,309) |
| Real estate - residential mortgage | (62) | | (66) | | (1,290) |
| Real estate - construction | — | | — | | (39) |
| Leases and other loans | (4,380) | | (2,131) | | (2,251) |
| Total loans charged off | (39,201) | | (21,472) | | (30,952) |
| Recoveries of loans previously charged off: | | | | | |
| Commercial and industrial | 3,473 | | 5,893 | | 9,587 |
| Real estate - commercial mortgage | 1,076 | | 3,860 | | 2,474 |
| Consumer and real estate - home equity | 3,198 | | 2,581 | | 2,345 |
| Real estate - residential mortgage | 421 | | 425 | | 375 |
| Real estate - construction | 858 | | 574 | | 1,412 |
| Leases and other loans | 1,103 | | 759 | | 953 |
| Total recoveries | 10,129 | | 14,092 | | 17,146 |
| Net loans charged off (recoveries) | (29,072) | | (7,380) | | (13,806) |
Provision for credit losses(1) | 53,110 | | 18,656 | | (14,760) |
| Balance of ACL at end of period | $ | 293,404 | | $ | 269,366 | | $ | 249,001 |
| Provision for OBS credit exposures | $ | 926 | | $ | 1,411 | | $ | 160 |
Reserve for OBS credit exposures(2) | $ | 17,254 | | $ | 16,328 | | $ | 14,533 |
| | | | | |
| Selected Asset Quality Ratios %: | | | | | |
| Net charge-offs to average loans | 0.14 | % | | 0.04 | % | | 0.07 | % |
| ACL - loans to total net loans | 1.37 | | | 1.33 | | | 1.36 | |
Non-performing assets(3) to total assets | 0.56 | | | 0.66 | | | 0.60 | |
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| Non-accrual loans to total net loans | 0.57 | | | 0.71 | | | 0.78 | |
| ACL - loans to non-performing loans | 191 | | | 157 | | | 164 | |
| ACL - loans to non-accrual loans | 241 | | | 186 | | | 173 | |
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(1) Provision for credit losses includes only the portion related to net loans.
(2) Reserve for OBS credit exposures is recorded within other liabilities on the consolidated balance sheets.
(3) Includes accruing loans past due 90 days or more.
The provision for credit losses, specific to loans, for 2023 was $53.1 million, compared to a provision for credit losses, specific to loans, of $26.6 million, which included an $8.0 million CECL Day 1 Provision recorded in 2022. The increase in the provision for credit losses for net loans was primarily driven by loan growth, changes to the macroeconomic outlook, higher net loan charge-offs and migration of internally risk-rated loans into special mention and substandard or lower categories.
The following table summarizes the allocation of the ACL - loans:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 | | December 31, 2021 |
| ACL - loans | | % to Total ACL - loans(1) | | % to Total Net Loans(2) | | ACL - loans | | % to Total ACL - loans(1) | | % to Total Net Loans(2) | | ACL - loans | | % to Total ACL - loans(1) | | % to Total Net Loans(2) |
| (dollars in thousands) | | |
| Real estate - commercial mortgage | $ | 112,565 | | | 38.4 | % | | 38.1 | % | | $ | 69,456 | | | 25.8 | % | | 37.9 | % | | $ | 87,970 | | | 35.3 | % | | 39.7 | % |
| Commercial and industrial | 74,266 | | | 25.3 | | | 21.3 | | | 70,116 | | | 26.0 | | | 22.1 | | 67,056 | | | 26.9 | | | 23.0 | |
| Real estate - residential mortgage | 73,286 | | | 25.0 | | | 24.9 | | | 83,250 | | | 30.9 | | | 23.4 | | 54,236 | | | 21.8 | | | 21.0 | |
| Consumer, home equity and leases and other loans | 20,992 | | | 7.1 | | | 9.9 | | | 35,801 | | | 13.3 | | | 10.3 | | 26,798 | | | 10.8 | | | 10.1 | |
| Real estate - construction | 12,295 | | | 4.2 | | | 5.8 | | | 10,743 | | | 4.0 | | | 6.3 | | 12,941 | | | 5.2 | | | 6.2 | |
| Total | $ | 293,404 | | | 100.0 | % | | 100 | % | | $ | 269,366 | | | 100.0 | % | | 100 | % | | $ | 249,001 | | | 100.0 | % | | 100.0 | % |
(1) Ending ACL - loan portfolio segment balance as a % of total ACL - loans.
(2) Ending loan portfolio segment balances as a % of total net loans for the periods presented.
Management believes that the $293.4 million ACL - loans as of December 31, 2023 is sufficient to cover expected credit losses in the loan portfolio.
Deposits and Borrowings
The following table presents ending deposits, by type:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, | | Increase (Decrease) |
| 2023 | | 2022 | | $ | | % |
| (dollars in thousands) |
| Noninterest-bearing demand | $ | 5,314,094 | | | $ | 7,006,388 | | | $ | (1,692,294) | | | (24.2) | % |
| Interest-bearing demand | 5,722,695 | | | 5,410,903 | | | 311,792 | | | 5.8 | |
| Savings and money market deposits | 6,616,901 | | | 6,434,621 | | | 182,280 | | | 2.8 | |
| Total demand and savings | 17,653,690 | | | 18,851,912 | | | (1,198,222) | | | (6.4) | |
| Brokered deposits | 1,144,692 | | | 208,416 | | | 936,276 | | | N/M |
| Time deposits | 2,739,241 | | | 1,589,210 | | | 1,150,031 | | | 72.4 | |
| Total deposits | $ | 21,537,623 | | | $ | 20,649,538 | | | $ | 888,085 | | | 4.3 | % |
During 2023, total deposits increased by $888.1 million, or 4.3%, compared to December 31, 2022. The increase in total deposits was primarily due to increases in time deposits, brokered deposits, interest-bearing demand deposits and savings and money market deposits of $1.2 billion, $936.3 million, $311.8 million and $182.3 million, respectively, partially offset by a decrease in noninterest-bearing demand deposits $1.7 billion. The shift from noninterest-bearing demand deposits to interest-bearing deposits was mainly due to rising interest rates.
Total uninsured deposits (excluding intra-Company deposits) were estimated to be $7.2 billion and $7.8 billion at December 31, 2023 and December 31, 2022, respectively.
The following table presents ending borrowings, by type:
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, | | Increase (Decrease) |
| | 2023 | | 2022 | | $ | | % |
| | (dollars in thousands) |
| Federal funds purchased | $ | 240,000 | | | $ | 191,000 | | | $ | 49,000 | | | 25.7 | |
| Federal Home Loan Bank advances | 1,100,000 | | | 1,250,000 | | | (150,000) | | | (12.0) | |
| Senior debt and subordinated debt | 535,384 | | | 539,634 | | | (4,250) | | | (0.8) | |
Other borrowings(1) | 612,142 | | | 890,573 | | | (278,431) | | | (31.3) | |
| Total borrowings | $ | 2,487,526 | | | $ | 2,871,207 | | | $ | (383,681) | | | (13.4) | % |
(1) Includes repurchase agreements, short-term promissory notes and capital leases.
During 2023, total borrowings decreased $383.7 million, or 13.4%, compared to December 31, 2022. The decrease in total borrowings was due to decreases in other borrowings of $278.4 million, FHLB advances of $150.0 million and senior and subordinated debt of $4.3 million, partially offset by an increase in Federal funds purchased of $49.0 million.
Other Liabilities
During 2023, other liabilities decreased $69.5 million, or 8.5%, compared to December 31, 2022, primarily due to a decrease in derivative related liabilities.
Shareholders' Equity
During 2023, total shareholders' equity increased $180.4 million, or 7.0%, to $2.8 billion, or 10.0% of total assets, as of December 31, 2023. The increase was due primarily to an increase of $168.5 million in retained earnings and a reduction of $73.2 million in accumulated other comprehensive loss, partially offset by a $75.3 million increase in treasury stock largely due to common stock repurchases. See "Note 15 - Shareholders' Equity" in the Notes to the Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" for details of accumulated comprehensive loss.
Regulatory Capital
The Corporation and its wholly-owned subsidiary bank, Fulton Bank, are subject to the Capital Rules administered by banking regulators. Failure to meet minimum capital requirements can trigger certain actions by regulators that could have a material effect on the Corporation's financial statements.
The Capital Rules require the Corporation and Fulton Bank to:
•Meet a minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets;
•Meet a minimum Tier 1 Leverage capital ratio of 4.00% of average assets;
•Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;
•Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and
•Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.
As of December 31, 2023, the Corporation's capital levels met the minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.
As of December 31, 2023, Fulton Bank met the well-capitalized requirements under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, a bank must maintain minimum Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the Capital Rules. There were no other conditions or events since December 31, 2023 that management believes have changed the Corporation's capital categories.
The following table summarizes the Corporation's capital ratios in comparison to regulatory requirements:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 | | Regulatory Minimum for Capital Adequacy | | Fully Phased-in, with Capital Conservation Buffers |
| Total Risk-Based Capital (to Risk-Weighted Assets) | 14.0% | | 13.6% | | 8.0% | | 10.5% |
| Tier I Risk-Based Capital (to Risk-Weighted Assets) | 11.2% | | 10.9% | | 6.0% | | 8.5% |
| Common Equity Tier I (to Risk-Weighted Assets) | 10.3% | | 10.0% | | 4.5% | | 7.0% |
| Tier I Leverage Capital (to Average Assets) | 9.5% | | 9.5% | | 4.0% | | 4.0% |
Contractual Obligations and Off-Balance Sheet Arrangements
The Corporation has various financial obligations that require future cash payments. These obligations include payments for liabilities recorded on the Corporation's consolidated balance sheets as well as contractual obligations for purchased services.
Contractual purchase obligations to third parties that were fixed and determinable of approximately $125 million and $93 million at December 31, 2023 and 2022, respectively, include information technology, telecommunication and data processing outsourcing contracts. The increase is primarily due to the renewals of large multi-year contracts.
The Corporation is a party to financial instruments with OBS risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit and interest rate risk that are not recognized on the consolidated balance sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a customer to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign or domestic trade transactions for customers. Commitments and standby and commercial letters of credit do not necessarily represent future cash needs, as they may expire without being drawn.
The following table presents the Corporation's commitments to extend credit and letters of credit as of December 31, 2023 (dollars in thousands):
| | | | | |
| Commercial and industrial | $ | 4,929,981 | |
| Real estate - commercial mortgage and real estate - construction | 1,867,830 | |
| Real estate - home equity | 1,992,700 | |
| Total commitments to extend credit | $ | 8,790,511 | |
| |
| Standby letters of credit | $ | 264,440 | |
| Commercial letters of credit | 67,396 | |
| Total letters of credit | $ | 331,836 | |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.
Interest Rate Risk, Asset/Liability Management and Liquidity
Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation's liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation's net interest income and changes in its economic value of its equity.
The Corporation employs various management techniques to minimize its exposure to interest rate risk. The Corporation's ALCO is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.
The Corporation uses two complementary methods to measure and manage interest rate risk. They are simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.
Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation's short-term earnings exposure to rate movements. The Corporation's policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 bps shock in interest rates, 15% for a 200 bps shock, 20% for a 300 bps shock and 25% for a 400 bps shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.
Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.
The following table summarizes the expected impact of abrupt interest rate changes, i.e. a non-parallel instantaneous shock, on net interest income as of December 31, 2023:
| | | | | | | | | | | |
Rate Shock(1) | Annual change in net interest income | | % Change in net interest income |
| +400 bp | +$38.1 million | | + 4.2% |
| +300 bp | + $29.7 million | | + 3.3% |
| +200 bp | + $22.5 million | | + 2.5% |
| +100 bp | + $14.0 million | | + 1.6% |
| -100 bp | - $38.1 million | | - 4.2% |
| -200 bp | - $76.8 million | | - 8.5% |
| -300 bp | - $105.9 million | | - 11.7% |
| -400 bp | - $124.8 million | | -13.8% |
(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.
Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation's balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 bps shock in interest rates, 20% for a 200 bps shock, 30% for a 300 bps shock and 40% for a 400 bps shock. As of December 31, 2023, the Corporation was within economic value of equity policy limits for every 100 bps shock.
Interest Rate Derivatives
The Corporation enters into interest rate derivatives with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate derivatives with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate derivatives is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These interest rate derivatives are derivative financial instruments, and the gross fair values are recorded in other assets and liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in other non-interest income on the consolidated statements of income.
Cash Flow Hedges
The Corporation's objectives in using interest rate derivatives are to reduce volatility in net interest income and net interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate derivatives as part of its interest rate risk management strategy. The Corporation enters into interest rate derivatives designated as cash flow hedges to hedge the variable cash flows associated with existing floating rate loans and borrowings.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income or interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Corporation's variable-rate liabilities.
In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $1.0 billion. As the hedged transaction continues to be probable, the unrealized losses that have been recorded in AOCI will be recognized as reduction to interest income when the previously forecasted hedged item affects earnings in future periods. During 2023, $22.1 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the consolidated statements of income.
Liquidity
The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short- and long-term needs.
The Corporation maintains liquidity sources in the form of interest-bearing deposits and customer funding (short-term promissory notes). The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those instruments. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on NIM and net interest income if rates on interest-earning assets do not experience a proportionate increase. Borrowing availability with the FHLB and the FRB, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.
Fulton Bank is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of December 31, 2023, the Bank had total borrowing capacity of approximately $8.2 billion with $3.3 billion of advances and letters of credit outstanding, for a remaining available borrowing capacity of approximately $4.9 billion. Advances from the FHLB, when utilized, are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.
As of December 31, 2023, the Corporation had aggregate federal funds lines borrowing capacity of $2.6 billion, with $0.2 billion of outstanding borrowings against that amount. As of December 31, 2023, the Corporation had $1.3 billion of
collateralized borrowing capacity at the discount window and $1.9 billion of borrowing capacity at the Bank Term Funding Program facility with no amounts outstanding under these programs.
A combination of commercial real estate loans, commercial loans, consumer loans and securities are pledged to the FRB of Philadelphia to provide access to FRB discount window borrowings. Securities carried at $0.4 billion at December 31, 2023 and $1.1 billion at December 31, 2022 were pledged as collateral to secure public and trust deposits.
The Corporation has commitments to extend credit and letters of credit. As of December 31, 2023, the balance of commitments to extend credit was $8.8 billion and total letters of credit were $0.3 billion.
Liquidity must also be managed at the Parent Company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. Management continues to monitor the liquidity and capital needs of the Parent Company including monitoring the granularity of the deposit portfolio and level of uninsured deposits. Management will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.
The consolidated statements of cash flows provide additional information. The Corporation's operating activities during 2023 generated $363.0 million of cash, mainly due to net income of $284.3 million. Cash used in investing activities was $809.2 million, primarily due to $1.1 billion net increase in loans. Net cash provided by financing activities was $314.0 million, due largely to the increases in time and brokered deposits, partially offset by decreases in demand and savings deposits and other borrowings.
The following table presents the expected maturities of government, state and municipal and corporate AFS investment securities, at estimated fair value, as of December 31, 2023 and the weighted average yields on such securities (calculated based on historical cost):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Maturing |
| Within One Year | | After One But Within Five Years | | After Five But Within Ten Years | | After Ten Years |
| | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
| Available for sale | (dollars in thousands) |
| U.S. Government securities | $ | 42,161 | | | 2.40 | % | | $ | — | | | — | % | | $ | — | | | — | % | | $ | — | | | — | % |
| U.S. Government-sponsored agency securities | — | | | — | | 1,010 | | | 3.10 | | — | | | — | | — | | | — |
State and municipal(1) | — | | | — | | 5,089 | | | 4.57 | | 178,818 | | | 3.92 | | 888,106 | | | 3.90 |
| Corporate debt securities | 6,861 | | | 10.00 | | 141,422 | | | 5.14 | | 292,268 | | | 4.02 | | — | | | — |
| | | | | | | | |
| Total | $ | 49,022 | | | 3.45 | % | | $ | 147,521 | | | 5.10 | % | | $ | 471,086 | | | 3.99 | % | | $ | 888,106 | | | 3.90 | % |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1) Weighted average yields on tax-exempt securities have been computed on a FTE basis assuming a federal tax rate of 21% and statutory interest expense
disallowances.
The Corporation's investment portfolio consists mainly of state and municipal securities, commercial mortgage-backed securities, residential mortgage-backed securities, corporate debt securities and collateralized mortgage obligations. Commercial mortgage-backed securities, residential mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers' ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. As rates increase, cash flows generally decrease as prepayments on the underlying mortgage loans decrease. As rates decrease, cash flows generally increase as prepayments increase.
The following table presents AFS residential mortgage-backed securities, commercial mortgage-backed securities and collateralized mortgage obligations, at estimated fair value, and HTM residential mortgage-backed securities and commercial mortgage-backed securities, at amortized cost, as of December 31, 2023, without stated maturities, including the weighted average yields and estimated weighted average lives based on prepayment speeds on such securities:
| | | | | | | | | | | | | | | | | |
| | | | | Weighted |
| Amount | | Yield | | Average Life |
| (dollars in thousands) | | (in years) |
| Available for sale | | | | | |
| Residential mortgage-backed securities | $ | 196,795 | | | 2.79 | % | | 6.6 |
| Commercial mortgage-backed securities | 534,388 | | | 2.71 | | | 6.6 |
| Collateralized mortgage obligations | 111,434 | | | 2.71 | | | 5.2 |
| Held to maturity | | | | | |
| Residential mortgage-backed securities | $ | 407,075 | | | 2.01 | % | | 6.6 |
| Commercial mortgage-backed securities | 860,847 | | | 1.53 | | | 6.6 |
The following table presents the contractual maturities of fixed rate loans and loan types subject to changes in interest rates as of December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| One Year or Less | | One Through Five Years | | More Than Five Years | | Total |
| | (dollars in thousands) |
| Commercial and industrial: | | | | | | | |
| Adjustable and floating rate | $ | 981,531 | | | $ | 2,171,857 | | | $ | 474,121 | | | $ | 3,627,509 | |
| Fixed rate | 340,178 | | | 491,241 | | | 86,666 | | | 918,085 | |
| Total commercial and industrial | 1,321,709 | | | 2,663,098 | | | 560,787 | | | 4,545,594 | |
Real estate - mortgage(1): | | | | | | | |
| Adjustable and floating rate | 1,760,892 | | | 4,843,777 | | | 3,308,714 | | | 9,913,383 | |
| Fixed rate | 870,638 | | | 1,890,160 | | | 1,826,655 | | | 4,587,453 | |
Total real estate - mortgage(1) | 2,631,530 | | | 6,733,937 | | | 5,135,369 | | | 14,500,836 | |
| Real estate - construction: | | | | | | | |
| Adjustable and floating rate | 325,599 | | | 463,450 | | | 147,111 | | | 936,160 | |
| Fixed rate | 258,068 | | | 41,105 | | | 3,742 | | | 302,915 | |
| Total real estate - construction | 583,667 | | | 504,555 | | | 150,853 | | | 1,239,075 | |
| Consumer, leases and other: | | | | | | | |
| Adjustable and floating rate | 11,322 | | | 37,660 | | | 8 | | | 48,990 | |
| Fixed rate | 296,185 | | | 618,707 | | | 139,716 | | | 1,054,608 | |
| Total consumer, leases and other | 307,507 | | | 656,367 | | | 139,724 | | | 1,103,598 | |
| Unearned income | — | | | (38,009) | | | — | | | (38,009) | |
| Total | $ | 4,844,413 | | | $ | 10,519,948 | | | $ | 5,986,733 | | | $ | 21,351,094 | |
(1) Includes commercial and residential mortgages and home equity loans.
Contractual maturities of time deposits as of December 31, 2023 were as follows (dollars in thousands):
| | | | | |
| Year | |
| 2024 | $ | 2,180,323 | |
| 2025 | 421,029 | |
| 2026 | 64,748 | |
| 2027 | 16,343 | |
| 2028 | 8,429 | |
| Thereafter | 48,369 | |
| Total | $ | 2,739,241 | |
Contractual maturities of the portion of time deposits estimated to be in excess of the FDIC insurance limit as of December 31, 2023 included in the table above, were as follows (dollars in thousands):
| | | | | |
| Three months or less | $ | 46,709 | |
| Over three through six months | 63,171 | |
| Over six through twelve months | 65,705 | |
| Over twelve months | 25,366 | |
| Total | $ | 200,951 | |
Total uninsured deposits (excluding intra-Company deposits) were estimated to be $7.2 billion at December 31, 2023 compared with $7.8 billion at December 31, 2022.
Debt Security Market Price Risk
Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation's debt security investments consist primarily of U.S. government-sponsored agency issued residential mortgage-backed securities, commercial mortgage-backed securities and collateralized mortgage obligations; as well as, state and municipal securities and corporate debt securities. All of the Corporation's investments in residential mortgage-backed securities, commercial mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government-sponsored agencies.
State and Municipal Securities
As of December 31, 2023, the Corporation owned securities issued by various states and municipalities with a total fair value of $1.1 billion. Uncertainty with respect to the financial strength of state and municipal bond insurers places emphasis on the underlying strength of issuers. Pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State and municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of December 31, 2023, approximately 100% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 74% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.
Item 8. Financial Statements and Supplementary Data
| | | | | | | | | | | | | | |
| CONSOLIDATED BALANCE SHEETS |
| (dollars in thousands, except per-share data) |
| | | | | | | | | | | |
| | December 31, |
| | 2023 | | 2022 |
| ASSETS | | | |
| Cash and due from banks | $ | | | | $ | | |
| Interest-bearing deposits with other banks | | | | | |
| Cash and cash equivalents | | | | | |
| FRB and FHLB stock | | | | | |
| Loans held for sale | | | | | |
| Investment securities: | | | |
| AFS, at estimated fair value | | | | | |
| HTM, at amortized cost | | | | | |
| Net loans | | | | | |
| Less: ACL - loans | () | | | () | |
| Loans, net | | | | | |
| Net premises and equipment | | | | | |
| Accrued interest receivable | | | | | |
| Goodwill and net intangible assets | | | | | |
| Other assets | | | | | |
| Total Assets | $ | | | | $ | | |
| LIABILITIES | | | |
| Deposits: | | | |
| Noninterest-bearing | $ | | | | $ | | |
| Interest-bearing | | | | | |
| Total Deposits | | | | | |
| Borrowings: | | | |
| Federal funds purchased | | | | | |
| Federal Home Loan Bank advances | | | | | |
| Senior debt and subordinated debt | | | | | |
| Other borrowings and interest-bearing liabilities | | | | | |
| Total borrowings | | | | | |
| Accrued interest payable | | | | | |
| Other liabilities | | | | | |
| Total Liabilities | $ | | | | $ | | |
| SHAREHOLDERS' EQUITY | | | |
Preferred stock, no par value, shares authorized, Series A, shares authorized and issued as of December 31, 2023 and 2022, liquidation preference of $ per share | | | | | |
Common stock, $ par value, shares authorized, shares issued as of December 31, 2023 and issued as of December 31, 2022 | | | | | |
| Additional paid-in capital | | | | | |
| Retained earnings | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
Treasury stock, at cost, shares in 2023 and shares in 2022 | () | | | () | |
| Total Shareholders' Equity | | | | | |
| Total Liabilities and Shareholders' Equity | $ | | | | $ | | |
| | | |
| See Notes to Consolidated Financial Statements | | | |
| | | | | | | | | | | | | | |
| CONSOLIDATED STATEMENTS OF INCOME |
| (dollars in thousands, except per-share data) |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| Interest Income | | | | | |
| Loans, including fees | $ | | | | $ | | | | $ | | |
| Investment securities | | | | | | | | |
| Other interest income | | | | | | | | |
| Total Interest Income | | | | | | | | |
| Interest Expense | | | | | |
| Deposits | | | | | | | | |
| Federal funds purchased | | | | | | | | |
| Federal Home Loan Bank advances | | | | | | | | |
| Senior debt and subordinated debt | | | | | | | | |
| Other borrowings and interest-bearing liabilities | | | | | | | | |
| Total Interest Expense | | | | | | | | |
| Net Interest Income | | | | | | | | |
| Provision for credit losses | | | | | | | () | |
| Net Interest Income After Provision for Credit Losses | | | | | | | | |
| Non-Interest Income | | | | | |
| Commercial banking | | | | | | | | |
| Wealth management | | | | | | | | |
| Consumer banking | | | | | | | | |
| Mortgage banking | | | | | | | | |
| Other | | | | | | | | |
| Non-Interest Income Before Investment Securities Gains, Net | | | | | | | | |
| Investment securities gains (losses), net | () | | | () | | | | |
| Total Non-Interest Income | | | | | | | | |
| Non-Interest Expense | | | | | |
| Salaries and employee benefits | | | | | | | | |
| Data processing and software | | | | | | | | |
| Net occupancy | | | | | | | | |
| Other outside services | | | | | | | | |
| FDIC insurance | | | | | | | | |
| Equipment | | | | | | | | |
| Marketing | | | | | | | | |
| Professional fees | | | | | | | | |
| Intangible amortization | | | | | | | | |
| Debt extinguishment cost | | | | | | | | |
| Merger-related expenses | | | | | | | | |
| Other | | | | | | | | |
| Total Non-Interest Expense | | | | | | | | |
| Income Before Income Taxes | | | | | | | | |
| Income taxes | | | | | | | | |
| Net Income | | | | | | | | |
| Preferred stock dividends | () | | | () | | | () | |
| Net Income Available to Common Shareholders | $ | | | | $ | | | | $ | | |
| | | | | |
| PER SHARE: | | | | | |
| Net income available to common shareholders (basic) | $ | | | | $ | | | | $ | | |
| Net income available to common shareholders (diluted) | | | | | | | | |
| Cash dividends | | | | | | | | |
| | | | | |
| See Notes to Consolidated Financial Statements | | | | | |
| | | | | | | | | | | | | | |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
| (dollars in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | 2023 | | 2022 | | 2021 |
| Net Income | | $ | | | | $ | | | | $ | | |
| Other Comprehensive Income/(Loss), net of tax: | | | | | | |
| Unrealized gains (losses) on AFS investment securities: | | | | | | |
| Net unrealized holding gains (losses) on securities | | | | | () | | | () | |
| Reclassification adjustment for securities gains (losses) included in net income | | () | | | () | | | () | |
| Amortization of net unrealized gains (losses) on AFS securities transferred to HTM | | | | | () | | | | |
|
| Net unrealized gains (losses) on AFS investment securities | | | | | () | | | () | |
| Unrealized (losses) gains on interest rate derivatives used in cash flow hedges: | | | | | | |
| Net unrealized holding losses arising during the period | | | | | () | | | () | |
| Reclassification adjustment for net gains (losses) realized in net income | | | | | | | | () | |
| Net unrealized gains (losses) on interest rate derivatives used in cash flow hedges | | | | | () | | | () | |
| Defined benefit pension plan and postretirement benefits: | | | | | | |
| Unrecognized pension and postretirement income (cost) | | | | | | | | | |
| Amortization of net unrecognized pension and postretirement income (loss) | | | | | | | | | |
|
| Net unrealized (losses) gains on defined benefit pension and postretirement plans | | | | | | | | | |
| Other Comprehensive Income (Loss) | | | | | () | | | () | |
| Total Comprehensive Income (Loss) | | $ | | | | $ | () | | | $ | | |
| | | | | | |
| See Notes to Consolidated Financial Statements |
| | | | | | | | | | | | | | |
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
| (in thousands, except per share data) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Preferred Stock | | Common Stock | | Additional Paid-in Capital | | | | Accumulated Other Comprehensive (Loss) Income | | | | |
| | Shares Outstanding | | Amount | | Shares Outstanding | | Amount | | | Retained Earnings | | | Treasury Stock | | Total |
| | | | | | |
| Balance at December 31, 2020 | | | | $ | | | | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | |
| Net income | | | | | | | | | | | | | | | | | | | |
| Other comprehensive (loss) | | | | | | | | | | | | | () | | | | | () | |
| | | | | | | | | | |
Common stock issued(1) | | | | | | | | | | | | | | | | | | () | | | | |
| Dividend reinvestment activity | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation awards (repurchases) | | | | | | | | | | | | | | | | | () | | | | |
| Acquisition of treasury stock | | | | | () | | | | | | | | | | | () | | | () | |
| Preferred stock dividend | | | | | | | | | | | () | | | | | | | () | |
Common stock dividends - $ per share | | | | | | | | | | | () | | | | | | | () | |
| Balance at December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | () | | | | |
| Net income | | | | | | | | | | | | | | | | | | | |
| Other comprehensive loss | | | | | | | | | | | | | () | | | | | () | |
Common stock issued(1) | | | | | | | | | | | | | | | | | | | | | |
| Dividend reinvestment activity | | | | | | | | | | | | | | | | | | | | | |
| Stock-based compensation awards (repurchases) | | | | | | | | | | | | | | | | | | () | | | | |
| Reissuance of treasury stock pursuant to acquisition | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
| Preferred stock dividend | | | | | | | | | | | () | | | | | | | () | |
Common stock dividends - $ per share | | | | | | | | | | | () | | | | | | | () | |
| Balance at December 31, 2022 | | | | | | | | | | | | | | | | | | | () | | | () | | | | |
| Net income | | | | | | | | | | | | | | | | | | | |
| Other comprehensive income | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Common stock issued(1) | | | | | | | | | | | | | | | | | | | | | | |
| Dividend reinvestment activity | | | | | | | | | | () | | | | | | | | | | | |
| Stock-based compensation awards (repurchases) | | | | | | | | | | | | | | | | | | () | | | | |
| | | | | | | | | | |
| Acquisition of treasury stock | | | | | () | | | | | | | | | | | () | | | () | |
| Preferred stock dividend | | | | | | | | | | | () | | | | | | | () | |
Common stock dividends - $ per share | | | | | | | | | | | () | | | | | | | () | |
| Balance at December 31, 2023 | | | | $ | | | | | | | $ | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | | |
(1) Issuance of common stock includes issuance in connection with the Corporation's ESPP and exercised stock options. |
| | | | | | | | | | | | | | | | | |
| See Notes to Consolidated Financial Statements |
| | | | | | | | | | | | | | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (dollars in thousands) |
| | | | | | | | | | | | | | | | | |
| 2023 | | 2022 | | 2021 |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
| Net income | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Provision for credit losses | | | | | | | () | |
| Depreciation and amortization of premises and equipment | | | | | | | | |
| Net amortization of investment securities premiums | | | | | | | | |
| Investment securities losses (gains), net | | | | | | | () | |
| Gain on sales of mortgage loans held for sale | () | | | () | | | () | |
| Proceeds from sales of mortgage loans held for sale | | | | | | | | |
| Originations of mortgage loans held for sale | () | | | () | | | () | |
| Intangible amortization | | | | | | | | |
| Amortization of issuance costs and discounts on long-term borrowings | | | | | | | | |
| Debt extinguishment costs | | | | | | | | |
| Stock-based compensation | | | | | | | | |
| Change in deferred federal income tax | | | | () | | | () | |
| Net change in accrued salaries and benefits | () | | | | | | () | |
| Change in life insurance cash surrender value | () | | | () | | | () | |
| Other changes, net | () | | | | | | | |
| Total adjustments | | | | | | | | |
| Net cash provided by operating activities | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
| Proceeds from sales of AFS securities | | | | | | | | |
| Proceeds from principal repayments and maturities of AFS securities | | | | | | | | |
| Proceeds from principal repayments and maturities of HTM securities | | | | | | | | |
| Purchase of AFS securities | () | | | () | | | () | |
| Purchase of HTM securities | | | | () | | | () | |
| Sale of Visa Shares | | | | | | | | |
| Net change in FRB and FHLB stock | | | | () | | | | |
| Net change in loans | () | | | () | | | | |
| Net purchases of premises and equipment | () | | | () | | | () | |
| Settlement of bank owned life insurance | | | | | | | | |
| Net cash paid for acquisition | | | | () | | | () | |
| Net change in tax credit investments | () | | | () | | | () | |
| Net cash used in investing activities | () | | | () | | | () | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
| Net change in demand and savings deposits | () | | | () | | | | |
| Net change in time deposits and brokered deposits | | | | () | | | () | |
| Net (decrease) increase in other borrowings | () | | | | | | () | |
| Repayments of senior debt and subordinated debt | () | | | () | | | () | |
|
|
| Net proceeds from issuance of common stock | | | | | | | | |
| Dividends paid | () | | | () | | | () | |
| Acquisition of treasury stock | () | | | | | | () | |
| Net cash provided by (used in) financing activities | | | | () | | | () | |
| Net decrease in Cash and Cash Equivalents | () | | | () | | | () | |
| Cash and Cash Equivalents at Beginning of Period | | | | | | | | |
| Cash and Cash Equivalents at End of Period | $ | | | | $ | | | | $ | | |
| Supplemental Disclosures of Cash Flow Information: | | | | | |
| Cash paid during the period for: | | | | | |
| Interest | $ | | | | $ | | | | $ | | |
| Income taxes | | | | | | | | |
| Supplemental Schedule of Certain Noncash Activities: | | | | | |
| Transfer of AFS securities to HTM securities | $ | | | | $ | | | | $ | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Included a $ million intercompany borrowing between Prudential Bank and Fulton Bank.
While the valuation of the acquired assets and liabilities were completed, fair value estimates related to the assets and liabilities from Prudential Bancorp were subject to adjustment for up to one year after the closing date of the Merger as additional information became available. Included in the above table are adjustments of $2.8 million that occurred during the year ended December 31, 2023 resulting in a change to goodwill resulting from the Merger.
The amount of goodwill recorded reflects the increased market share and related synergies that are expected to result from the acquisition and represents the excess purchase price over the estimated fair value of the net assets acquired from Prudential Bancorp.
|
| Goodwill from the Merger | | |
| Goodwill at December 31, 2022 | | |
| Adjustments to goodwill from the Merger | | |
| Goodwill at December 31, 2023 | $ | | |
million and $ million, respectively.
| | $ | | | | $ | () | | | $ | | | | U.S. Government-sponsored agency securities | | | | | | | () | | | | |
| State and municipal securities | | | | | | | () | | | | |
| Corporate debt securities | | | | | | | () | | | | |
| Collateralized mortgage obligations | | | | | | | () | | | | |
| Residential mortgage-backed securities | | | | | | | () | | | | |
| Commercial mortgage-backed securities | | | | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| Held to Maturity | | | | | | | |
| Residential mortgage-backed securities | $ | | | | $ | | | | $ | () | | | $ | | |
| Commercial mortgage-backed securities | | | | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| 2022 | | | | | | | |
| Available for Sale | | | | | | | |
| U.S. Government securities | $ | | | | $ | | | | $ | () | | | $ | | |
| U.S. Government-sponsored agency securities | | | | | | | () | | | | |
| State and municipal securities | | | | | | | () | | | | |
| Corporate debt securities | | | | | | | () | | | | |
| Collateralized mortgage obligations | | | | | | | () | | | | |
| Residential mortgage-backed securities | | | | | | | () | | | | |
| Commercial mortgage-backed securities | | | | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
| Held to Maturity | | | | | | | |
| Residential mortgage-backed securities | $ | | | | $ | | | | $ | () | | | $ | | |
| Commercial mortgage-backed securities | | | | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
On May 1, 2022, the Corporation transferred certain residential mortgage-backed securities and commercial mortgage-backed securities from AFS to HTM classification as permitted by ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The estimated fair value of the securities transferred was $ million, and the amortized cost of the securities was $ million.
Securities carried at $ billion and $ billion at December 31, 2023 and 2022, respectively, were pledged as collateral to secure public and trust deposits.
| | $ | | | | $ | | | | $ | | | | Due from one year to five years | | | | | | | | | | | |
| Due from five years to ten years | | | | | | | | | | | |
| Due after ten years | | | | | | | | | | | |
| | | | | | | | | | | |
Residential mortgage-backed securities(1) | | | | | | | | | | | |
Commercial mortgage-backed securities(1) | | | | | | | | | | | |
Collateralized mortgage obligations(1) | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | |
| | $ | () | | | $ | () | | | 2022 | | | | () | | | () | |
| 2021 | | | | () | | | | |
| | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | U.S. Government-sponsored agency securities | | | | | | | | | | () | | | | | | () | |
| State and municipal securities | | | | () | | | | | | () | | | | | | () | |
| Corporate debt securities | | | | () | | | | | | () | | | | | | () | |
| Collateralized mortgage obligations | | | | | | | | | | () | | | | | | () | |
| Residential mortgage-backed securities | | | | () | | | | | | () | | | | | | () | |
| Commercial mortgage-backed securities | | | | () | | | | | | () | | | | | | () | |
| | | | |
| Total available for sale | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| Held to Maturity | | | | | | | | | | | |
| | | | |
| Residential mortgage-backed securities | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| Commercial mortgage-backed securities | | | | | | | | | | () | | | | | | () | |
| Total held to maturity | $ | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | |
There were AFS and HTM positions at unrealized loss at December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less than 12 months | | 12 Months or Longer | | Total |
| Estimated Fair Value | | Unrealized Losses | | Estimated Fair Value | | Unrealized Losses | | Estimated Fair Value | | Unrealized Losses |
| 2022 | (dollars in thousands) |
| Available for Sale | | | | | | | | | | | |
| U.S. Government Securities | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| U.S. Government-sponsored agency securities | | | | () | | | | | | | | | | | | () | |
| State and municipal securities | | | | () | | | | | | () | | | | | | () | |
| Corporate debt securities | | | | () | | | | | | () | | | | | | () | |
| Collateralized mortgage obligations | | | | () | | | | | | () | | | | | | () | |
| Residential mortgage-backed securities | | | | () | | | | | | () | | | | | | () | |
| Commercial mortgage-backed securities | | | | () | | | | | | () | | | | | | () | |
| | | | |
| Total available for sale | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| Held to maturity | | | | | | | | | | | |
| Residential mortgage-backed securities | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | | | $ | () | |
| Commercial mortgage-backed securities | | | | () | | | | | | () | | | | | | () | |
| | | | |
| Total held to maturity | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | | | $ | () | |
There were AFS and HTM positions at unrealized loss at December 31, 2022.
The Corporation's collateralized mortgage obligations, residential mortgage-backed securities and commercial mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates and not credit quality. The Corporation does not have the intent to sell, and does not believe it will more likely than not be required to sell, any of these securities prior to a recovery of their fair value to amortized cost. In addition, these securities have principal payments that are guaranteed by U.S. government-sponsored agencies. Therefore, the Corporation does not have an ACL for these investments as of December 31, 2023 and 2022.
As of December 31, 2023 and 2022, no ACL was required for the Corporation's state and municipal securities. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.
| | $ | | | Commercial and industrial(1) | | | | | |
| Real-estate - residential mortgage | | | | | |
| Real-estate - home equity | | | | | |
| Real-estate - construction | | | | | |
| Consumer | | | | | |
Leases and other loans(2) | | | | | |
| Net loans | $ | | | | $ | | |
(1) Includes unearned income of $ thousand and $ million at December 31, 2023 and December 31, 2022, respectively.
(2) Includes unearned income of $ million and $ million at December 31, 2023 and December 31, 2022, respectively.
The Corporation has extended credit to officers and directors of the Corporation and to their associates. These related-party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collection or present other unfavorable features. The aggregate dollar amount of these loans, including unadvanced commitments, was $ million and $ million as of December 31, 2023 and 2022, respectively. During 2023, additions totaled $ million and repayments totaled $ million for related-party loans.
Allowance for Credit Losses
| | $ | | | Reserve for OBS credit exposures(1) | $ | | | | $ | | |
|
| | $ | | | | $ | | |
| CECL Day 1 Provision expense | | | | | | | | |
| Initial purchased credit deteriorated loans | | | | | | | | |
| Loans charged off | () | | | () | | | () | |
| Recoveries of loans previously charged off | | | | | | | | |
| Net loans (charged off) recovered | () | | | () | | | () | |
| Provision for credit losses | | | | | | | () | |
| Balance at end of period | $ | | | | $ | | | | $ | | |
|
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| CECL Day 1 Provision expense | | | | | | | | | | | | | | | | | | | | |
| Initial purchased credit deteriorated loans | | | | | | | | | | | | | | | | | | | | |
| Loans charged off | () | | | () | | | () | | | () | | | | | | () | | | () | |
| Recoveries of loans previously charged off | | | | | | | | | | | | | | | | | | | | |
| Net loans (charged off) recovered | () | | | | | | () | | | | | | | | | () | | | () | |
Provision for loan losses(1) | () | | | () | | | | | | | | | () | | | | | | | |
| Balance at December 31, 2022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | |
| Loans charged off | () | | | () | | | () | | | () | | | | | | () | | | () | |
| Recoveries of loans previously charged off | | | | | | | | | | | | | | | | | | | | |
| Net loans (charged off) recovered | () | | | () | | | () | | | | | | | | | () | | | () | |
Provision for loan losses(1) | | | | | | | () | | | () | | | | | | () | | | | |
| Balance at December 31, 2023 | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(1) Provision included in the table only includes the portion related to net loans
The ACL may include qualitative adjustments intended to capture the impact of uncertainties not reflected in the quantitative models. In determining qualitative adjustments, management considers changes in national, regional, and local economic and business conditions and their impact on the lending environment, including underwriting standards and other factors affecting credit losses over the remaining life of each loan.
The increase in ACL - loans in 2023 was largely due to loan growth, changes to the macroeconomic outlook, net charge-offs and risk migration. The increase in ACL - loans in 2022 was primarily due to loan growth and changes to the macroeconomic outlook.
In 2023, the Corporation made updates to its PD and LGD models and methodology to enhance base quantitative ACL models. The Corporation updated the PD models to utilize a linear regression methodology and implemented a discreet 24 month reasonable and supportable forecast period with a 12 month straight-line reversion methodology. The ACL model enhancements did not have a material effect on the ACL as the model updates reduced reliance on supplementary models and qualitative factors and increased reliance on the output of the Corporation’s base quantitative models.
Collateral-Dependent Loans
A loan or a lease is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans and leases deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Corporation records a partial charge-off to reduce the collateral-dependent loan or lease's carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent loans or leases consists of various types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, and lodging, agricultural land, and vacant land.
All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of December 31, 2023 and 2022, substantially all of the Corporation's individually evaluated loans with total commitments greater than or equal to $ million were measured based on the estimated fair value of each loan's collateral, if any. Collateral could be in the form of real estate, in the case of commercial mortgages and construction loans, or business assets, such as accounts receivables or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.
As of December 31, 2023 and 2022, approximately % and %, respectively, of loans evaluated individually for impairment with principal balances greater than or equal to $ million, whose primary collateral consisted of real estate, were measured at estimated fair value using appraisals performed by certified third-party appraisers that had been updated in the preceding 12 months.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | Commercial and industrial | | | | | | | | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | | | | | | | | | | | |
| Real estate - home equity | | | | | | | | | | | | | | | | | |
| Real estate - construction | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | |
| Leases and other loans | | | | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
As of December 31, 2023 and December 31, 2022, there were $ million and $53.6 million, respectively, of non-accrual loans that did not have a specific valuation allowance within the ACL. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary. The amount of interest income on non-accrual loans that was recognized was approximately $ million in 2023 and $ million in 2022.
Asset Quality
Maintaining an appropriate ACL is dependent on various factors, including the ability to identify potential problem loans in a timely manner. For construction, commercial and industrial, and commercial real estate, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk categories is a significant component of the ACL methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in a loan.
| $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | | Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total real estate - commercial mortgage | | | | | | | | | | | | | | | | | | |
| Real estate - commercial mortgage | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | () | | | | () | | () | |
| Commercial and industrial | | | | | | | |
| Pass | | | | | | | | | | | | | | | | | | |
| Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total commercial and industrial | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | | | | | | | |
| Current period gross charge-offs | | | () | | | | | | | | () | | () | | () | | () | |
Real estate - construction(1) | | | | | | | |
| Pass | | | | | | | | | | | | | | | | | | |
| Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total real estate - construction | | | | | | | | | | | | | | | | | | |
| Real estate - construction | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | | | | | | | | |
| Total | | | | | | | | | |
| Pass | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
(1) Excludes real estate - construction - other.
Total loans risk- rated substandard or lower increased by $157.9 million, or 54.4%, compared to December 31, 2022, primarily due to borrower performance in both commercial and industrial loans and commercial real estate loans.
| $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | | Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total real estate - commercial mortgage | | | | | | | | | | | | | | | | | | |
| Real estate - commercial mortgage | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | () | | | | () | | () | |
| Commercial and industrial | | | | | | | |
| Pass | | | | | | | | | | | | | | | | | | |
| Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total commercial and industrial | | | | | | | | | | | | | | | | | | |
| Commercial and industrial | | | | | | | |
| Current period gross charge-offs | | | | | () | | | | () | | () | | () | | () | | () | |
Real estate - construction(1) | | | | | | | |
| Pass | | | | | | | | | | | | | | | | | | |
| Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total real estate - construction | | | | | | | | | | | | | | | | | | |
Real estate - construction(1) | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | | | | | | | | |
| Total | | | | | | | | | |
| Pass | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Special Mention | | | | | | | | | | | | | | | | | | |
| Substandard or Lower | | | | | | | | | | | | | | | | | | |
| Total | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
(1) Excludes real estate - construction - other.
| $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | | Nonperforming | | | | | | | | | | | | | | | | | | |
| Total real estate - residential mortgage | | | | | | | | | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | | | | | () | | () | |
| Consumer and real estate - home equity | | | | | | | |
| Performing | | | | | | | | | | | | | | | | | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total consumer and real estate - home equity | | | | | | | | | | | | | | | | | | |
| Consumer and real estate - home equity | | | | | | | |
| Current period gross charge-offs | () | | | | | | | | | | () | | () | | () | | () | |
| Leases and other loans | | | | | | | |
| Performing | | | | | | | | | | | | | | | | | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total leases and other loans | | | | | | | | | | | | | | | | | | |
| Leases and other loans | | | | | | | |
| Current period gross charge-offs | () | | () | | () | | () | | () | | () | | () | | () | | () | |
| Construction - other | | | | | | | |
| Performing | | | | | | | | | | | | | | | | | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total construction - other | | | | | | | | | | | | | | | | | | |
| Construction - other | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | | | | | | | | |
| Total | | | | | | | | | |
| Performing | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | | Nonperforming | | | | | | | | | | | | | | | | | | |
| Total real estate - residential mortgage | | | | | | | | | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | | | | | () | | () | |
| Consumer and real estate - home equity | | | | | | | |
| Performing | | | | | | | | | | | | | | | | | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total consumer and real estate - home equity | | | | | | | | | | | | | | | | | | |
| Consumer and real estate - home equity loans | | | | | | | |
| Current period gross charge-offs | | | () | | () | | () | | () | | () | | () | | () | | () | |
| Leases and other loans | | | | | | | |
| Performing | | | | | | | | | | | | | | | | | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total leases and other | | | | | | | | | | | | | | | | | | |
| Leases and other loans | | | | | | | |
| Current period gross charge-offs | () | | () | | () | | () | | () | | () | | | | | | () | |
| Construction - other | | | | | | | |
| Performing | | | | | | | | | | | | | | | | | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total construction - other | | | | | | | | | | | | | | | | | | |
| Construction - other | | | | | | | |
| Current period gross charge-offs | | | | | | | | | | | | | | | | | | |
| Total | | | | | | | |
| Performing | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| Nonperforming | | | | | | | | | | | | | | | | | | |
| Total | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
| | $ | | | | Loans 90 days or more past due and still accruing | | | | | |
| Total non-performing loans | | | | | |
OREO(1) | | | | | |
| Total non-performing assets | $ | | | | $ | | |
million and $ million of residential mortgage properties for which formal foreclosure proceeding were in process as of December 31, 2023 and 2022, respectively.
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | Commercial and industrial(1) | | | | | | | | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | | | | | | | | | | | |
| Real estate - home equity | | | | | | | | | | | | | | | | | |
| Real estate - construction | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | |
Leases and other loans(1) | | | | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(1) Includes unearned income.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 30-59 Days Past Due | | 60-89 Days Past Due | | ≥ 90 Days Past Due and Accruing | | Non- accrual | | Current | | Total |
| (dollars in thousands) |
| December 31, 2022 | | | | | | | | | | | |
| Real estate - commercial mortgage | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
Commercial and industrial(1) | | | | | | | | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | | | | | | | | | | | |
| Real estate - home equity | | | | | | | | | | | | | | | | | |
| Real estate - construction | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | |
Leases and other loans(1) | | | | | | | | | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
(1) Includes unearned income.
Loan Modifications to Borrowers Experiencing Financial Difficulty
On January 1, 2023, the Corporation adopted ASU 2022-02. Loan modifications reported below do not include modifications with insignificant payment delays. ASU 2022-02 lists the following factors when considering if the loan modification has insignificant payment delays: (1) the amount of the restructured payments subject to the delay is insignificant relative to the unpaid principal or collateral value of the debt and will result in an insignificant shortfall in the contractual amount due, and (2)
| | | % | | | | | | | Commercial and industrial | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Total | $ | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Interest Rate Reduction and Term Extension |
| Amortized Cost Basis | | % of Class of Financing Receivable | | | | | |
| (dollars in thousands) |
| | | | | | | | |
| | | | | | | | |
| Real estate - residential mortgage | $ | | | | | % | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Total | $ | | | | | | | | | |
|
|
|
| | | | | | | | | | | | |
| Interest Rate Reduction | | | | | | | |
| Financial Effect | | | | | | | |
| Real estate - residential mortgage | Reduced weighted-average interest rate from % to % | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
During the year ended December 31, 2023, there were no loans modified due to financial difficulty where there was a principal balance forgiveness.
During the year ended December 31, 2023, there were no loans modified due to financial difficulty during 2023 that defaulted subsequent to modification.
| | $ | | | | $ | | | | $ | | |
| Commercial and industrial | | | | | | | | | | | |
| Real estate - residential mortgage | | | | | | | | | | | |
|
|
|
|
| Total | $ | | | | $ | | | | $ | | | | $ | | |
commitments to lend additional funds to borrowers with loan modifications as a result of financial difficulty as of December 31, 2023.
| | $ | | | | Buildings and improvements | | | | | |
| Furniture and equipment | | | | | |
| Construction in progress | | | | | |
| Total premises and equipment | | | | | |
| Less: Accumulated depreciation and amortization | () | | | () | |
| Net premises and equipment | $ | | | | $ | | |
million and $ million as of December 31, 2023 and 2022, respectively. The increase was the result of adjustments related to the Merger. See "Note 2 - Business Combinations" in the Notes to Consolidated Financial Statements for additional information. There were goodwill impairment charges in 2023 based on the annual assessment.The estimated fair values of the Corporation's reporting units are subject to uncertainty, including future changes in fair values of banks in general and future operating results of reporting units, which could differ significantly from the assumptions used in the current valuation of reporting units.
| | $ | | | |
| Accumulated amortization | () | | | () | |
| Net intangibles | $ | | | | $ | | |
Net intangibles included CDI of $ million and $ million as of December 31, 2023 and 2022, respectively. The CDI was recorded as part of the Merger and is being amortized over years using the sum-of-the-years digits method.
| | $ | | | | $ | | | | Originations of MSRs | | | | | | | | |
| Amortization | () | | | () | | | () | |
| Balance at end of period | $ | | | | $ | | | | $ | | |
| | | | | |
| Valuation allowance: | | | | | |
| Balance at beginning of period | $ | | | | $ | () | | | $ | () | |
| Reduction (addition) to valuation allowance | | | | | | | | |
| Balance at end of period | $ | | | | $ | | | | $ | () | |
| | | | | |
| Net MSRs at end of period | $ | | | | $ | | | | $ | | |
| Estimated fair value of MSRs at end of period | $ | | | | $ | | | | $ | | |
|
|
|
|
|
MSRs represent the economic value of contractual rights to service mortgage loans that have been sold. The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $ billion and $ billion as of December 31, 2023 and 2022, respectively. Actual and expected prepayments of the underlying mortgage loans can impact the fair value of MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.
The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The fair values of MSRs were $ million and $ million as of December 31, 2023 and 2022, respectively. Based on its fair value analysis as of December 31, 2023 and 2022, the Corporation determined that valuation allowance was required for the years ended December 31, 2023 and 2022. The valuation allowance was $ million at December 31, 2021.
Total servicing income, included in mortgage banking income in the consolidated statements of income, was $ million, $ million and $ million as of December 31, 2023, 2022 and 2021, respectively.
Total MSR amortization expense, recognized as a reduction to mortgage banking income in the consolidated statements of income, was $ million, $ million and $ million in 2023, 2022 and 2021, respectively.
|
| 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total estimated amortization expense | $ | | |
| | $ | | | | Interest-bearing demand | | | | | |
| Savings and money market accounts | | | | | |
| Total demand and savings | | | | | |
| Brokered deposits | | | | | |
| Time deposits | | | | | |
| Total Deposits | $ | | | | $ | | |
| | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total | $ | | |
billion and $ million as of December 31, 2023 and 2022, respectively. Time deposits equal or greater than $250,000 were $ million and $ million as of December 31, 2023 and 2022, respectively.
| | $ | | | | $ | | | | $ | | | | | Federal Home Loan Bank advances | | | | | | | | | | | | |
| Other borrowings: | | | | | | | | |
| Short-term promissory notes issued to customers and customer repurchase agreements | | | | | | | | | | | | |
| Other repurchase agreements | | | | | | | | | | | | |
| Other borrowings | | | | | | | | | | | | |
| Total other borrowings | $ | | | | $ | | | | | | | |
As of December 31, 2023, the Corporation had aggregate federal funds lines borrowing capacity of $ billion, with $0.2 billion of outstanding borrowings against that amount. A combination of commercial real estate loans, commercial loans, consumer loans and investment securities were pledged to the FRB to provide access to the FRB discount window borrowings. The Corporation had $ billion of collateralized borrowing availability at the FRB discount window with no amount outstanding as of December 31, 2023. The Corporation had $1.9 billion of borrowing capacity at the Bank Term Funding Program facility with no amount outstanding as of December 31, 2023.
billion with remaining borrowing capacity of approximately $ billion with the FHLB. Advances from the FHLB, when utilized, are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.
| | $ | | |
|
|
| Unamortized discounts and issuance costs | () | | | () | |
| Total senior debt and subordinated debt | $ | | | | $ | | |
| | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Unamortized discounts and issuance costs | () | |
| Total | $ | | |
In December 2023, the Corporation retired $ million of subordinated debt with a fixed-to-floating rate of % and effective rate of % maturing in 2030.
On March 16, 2022, $ million of senior notes with a fixed rate of % were repaid upon their maturity.
The Corporation owned all of the common stock of the Columbia Bancorp Statutory Trust, Columbia Bancorp Statutory Trust II and Columbia Bancorp Statutory Trust III, each of which issued TruPS in conjunction with the Corporation issuing junior subordinated deferrable interest debentures to these trusts. In September 2022, the Corporation redeemed all of the outstanding junior subordinated deferrable interest debentures issued to these trusts, totaling approximately $ million, and these trusts redeemed all of the outstanding TruPS in a like amount, after which the subsidiary trusts were canceled.
In March 2020, the Corporation issued $ million and $ million of subordinated notes due in 2030 and 2035, respectively. The subordinated notes maturing in 2030 were issued with a fixed-to-floating rate of % and an effective rate of %, due to issuance costs, and the subordinated notes maturing in 2035 were issued with a fixed-to-floating rate of % and an effective rate of %, due to issuance costs.
In June 2015, the Corporation issued $ million of subordinated notes, which mature on November 15, 2024 and carry a fixed rate of % and an effective rate of % as a result of discounts and issuance costs. Interest is paid semi-annually in May and November.
million of subordinated notes, which mature on November 15, 2024 and carry a fixed rate of % and an effective rate of % as a result of discounts and issuance costs. Interest is paid semi-annually in May and November.
| | $ | | | | $ | | | | $ | | | | Negative fair values | | | | () | | | | | | () | |
| Forward Commitments | | | | | | | |
| Positive fair values | | | | | | | | | | | |
| Negative fair values | | | | () | | | | | | () | |
| Interest Rate Derivatives with Customers | | | | | | | |
| Positive fair values | | | | | | | | | | | |
| Negative fair values | | | | () | | | | | | () | |
Interest Rate Derivatives with Dealer Counterparties(1) | | | | | | | |
| Positive fair values | | | | | | | | | | | |
| Negative fair values | | | | () | | | | | | () | |
Interest Rate Derivatives used in Cash Flow Hedges(1) | | | | | | | |
| Positive fair values | | | | | | | | | | | |
| Negative fair values | | | | | | | | | | () | |
| Foreign Exchange Contracts with Customers | | | | | | | |
| Positive fair values | | | | | | | | | | | |
| Negative fair values | | | | () | | | | | | () | |
| Foreign Exchange Contracts with Correspondent Banks | | | | | | | |
| Positive fair values | | | | | | | | | | | |
| Negative fair values | | | | () | | | | | | () | |
(1) Fair values are net of a valuation allowance of $366.3 thousand as of December 31, 2023 and 2022.
In the third quarter of 2023, the Corporation recorded a $3.0 million reduction to other non-interest income to reflect market valuation movement in certain of the Corporation's legacy commercial customer back-to-back interest rate swap transactions resulting from the transition from LIBOR to SOFR. For the year ended December 31, 2023, the full-year reduction to other non-interest income related to the transition from LIBOR to SOFR was $1.9 million.
| | $ | | | | $ | | | | Interest Income | | $ | () | | | $ | () | | | $ | | | | Interest Rate Products | () | | | () | | | | | | Interest Expense | | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | | | | | $ | () | | | $ | () | | | $ | | |
| Year ended December 31, 2022 | | | | | | | | | | | | |
| Interest Rate Products | $ | () | | | $ | () | | | $ | | | | Interest Income | | $ | () | | | $ | () | | | $ | | |
| | | | | | |
| Total | $ | () | | | $ | () | | | $ | | | | | | $ | () | | | $ | () | | | $ | | |
The following table presents the effect of fair value and cash flow hedge accounting on the income statement for the year ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | |
| Consolidated Statements of Income Classification |
| 2023 | | 2022 |
| Interest Income | | Interest Expense | | Interest Income | | Interest Expense |
| (dollars in thousands) |
| Total amounts of income line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded | $ | () | | | $ | | | | $ | () | | | $ | | |
| The effects of fair value and cash flow hedging: | | | | | | | |
| Amount of gain or (loss) on cash flow hedging relationships | — | | | — | | | — | | | — | |
| Interest contracts: | | | | | | | |
| Amount of gain (loss) reclassified from AOCI into income | () | | | | | | () | | | | |
| Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring | — | | | — | | | — | | | — | |
| Amount of gain (loss) reclassified from AOCI into income - included component | () | | | | | | () | | | | |
| Amount of gain (loss) reclassified from AOCI into income - excluded component | | | | | | | | | | | |
During the next twelve months, the Corporation estimates that an additional $ million will be reclassified as a decrease to interest income.
) | | $ | () | | | $ | () | | | Interest rate derivatives | Other income | | () | | | | | | | |
| Foreign exchange contracts | Other income | | | | | | | | () | |
| Net fair value gains/(losses) on derivative financial instruments | | $ | () | | | $ | () | | | $ | () | |
(1) Includes interest rate locks with customers and forward commitments.
Fair Value Option
| | $ | | | | Fair value | | | | | |
(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.
Gains related to changes in fair values of mortgage loans held for sale were $ million for the year ended December 31, 2023. Losses related to changes in fair values of mortgage loans held for sale were $ million for the year ended December 31, 2022, and losses related to changes in fair values of mortgage loans held for sale were $ million for the year ended December 31, 2021. The gains and losses are recorded on the consolidated income statements as an adjustment to mortgage banking income.
Balance Sheet Offsetting
The fair values of interest rate derivative agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the consolidated balance sheets if they are subject to master netting arrangements or similar agreements. The Corporation has elected to net its financial assets and liabilities designated as interest rate derivatives when offsetting is permitted.
| | $ | () | | | $ | | | | $ | | | | Foreign exchange derivative assets with correspondent banks | | | | () | | | | | | | |
| Total | $ | | | | $ | () | | | $ | | | | $ | | |
| | | | | | | |
| Interest rate derivative liabilities | $ | | | | $ | () | | | $ | () | | | $ | | |
| Foreign exchange derivative liabilities with correspondent banks | | | | () | | | | | | () | |
| Total | $ | | | | $ | () | | | $ | () | | | $ | | |
| | | | | | | |
| 2022 | | | | | | | |
| Interest rate derivative assets | $ | | | | $ | () | | | $ | | | | $ | | |
| Foreign exchange derivative assets with correspondent banks | | | | () | | | | | | | |
| Total | $ | | | | $ | () | | | $ | | | | $ | | |
| | | | | | | |
| Interest rate derivative liabilities | $ | | | | $ | () | | | $ | () | | | $ | | |
| Foreign exchange derivative liabilities with correspondent banks | | | | () | | | | | | | |
| Total | $ | | | | $ | () | | | $ | () | | | $ | | |
(1) For interest rate derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default.
For interest rate derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.
(2) Amounts represent cash collateral (pledged by the Corporation) or received from the counterparty on interest rate derivative transactions and foreign
exchange contracts with financial institution counterparties. Interest rate derivatives with customers are collateralized by the same collateral securing the
underlying loans to those borrowers. Cash collateral amounts are included in the table only to the extent of the net derivative fair values.
Cash Flow Hedge Terminations
In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $ billion. As the hedged transaction continues to be probable, the unrealized losses that have been recorded in AOCI are recognized as reduction to interest income when the previously forecasted hedged item affects earnings in future periods. During 2023, $ million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the consolidated statements of income.
| | | % | | $ | | | | | % | | N/A | | N/A | | Fulton Bank, N.A. | | | | | | | | | | | | | $ | | | | | % |
| Tier I Capital (to Risk-Weighted Assets): | | | | | | | | | | | |
| Corporation | $ | | | | | % | | $ | | | | | % | | N/A | | N/A |
| Fulton Bank, N.A | | | | | | | | | | | | | $ | | | | | % |
| Common Equity Tier I Capital (to Risk-Weighted Assets): | | | | | | | | | | | |
| Corporation | $ | | | | % | | $ | | | | | % | | N/A | | N/A |
| Fulton Bank, N.A | | | | | | | | | | | | | $ | | | | | % |
| Tier I Leverage Capital (to Average Assets): | | | | | | | | | | | |
| Corporation | $ | | | | % | | $ | | | | | % | | N/A | | N/A |
| Fulton Bank, N.A | | | | | | | | | | | | | $ | | | | | % |
N/A - Not applicable as "well capitalized" applies to banks only.
| | | % | | $ | | | | | % | | N/A | | N/A | | Fulton Bank, N.A. | | | | | | | | | | | | | $ | | | | | % |
| Tier I Capital (to Risk-Weighted Assets): | | | | | | | | | | | |
| Corporation | $ | | | | | % | | $ | | | | | % | | N/A | | N/A |
| Fulton Bank, N.A | | | | | | | | | | | | | $ | | | | | % |
| Common Equity Tier I Capital (to Risk-Weighted Assets): | | | | | | | | | | | |
| Corporation | $ | | | | % | | $ | | | | | % | | N/A | | N/A |
| Fulton Bank, N.A | | | | | | | | | | | | | $ | | | | | % |
| Tier I Leverage Capital (to Average Assets): | | | | | | | | | | | |
| Corporation | $ | | | | | % | | $ | | | | | % | | N/A | | N/A |
| Fulton Bank, N.A | | | | | | | | | | | | | $ | | | | | % |
N/A - Not applicable as "well capitalized" applies to banks only.
Dividend and Loan Limitations
The dividends that may be paid by the Bank to the Parent Company are subject to certain legal and regulatory limitations. The total amount available for payment of dividends by the Bank to the Parent Company calculated using the three-year earnings test was approximately $ million as of December 31, 2023, based on the Bank maintaining enough capital to be considered well capitalized under the Basel III Rules.
Under current regulations, the Bank is limited in the amount it may loan to its affiliates, including the Parent Company. Loans to a single affiliate may not exceed %, and the aggregate of loans to all affiliates may not exceed % of the Bank's regulatory capital.
| | $ | | | | $ | | | | State | | | | | | | | |
| Total current tax expense | | | | | | | | |
| Deferred tax (benefit) expense: | | | | | |
| Federal | | | | | | | | |
| State | | | | () | | | | |
| Total deferred tax (benefit) expense | | | | | | | | |
| Total income tax expense | $ | | | | $ | | | | $ | | |
% | | | % | | | % | | Tax credit investments | () | | | () | | | () | |
| Tax-exempt income | () | | | () | | | () | |
| Bank owned life insurance | () | | | () | | | () | |
| State income taxes, net of federal benefit | | | | | | | | |
|
|
| Executive compensation | | | | | | | | |
|
| FDIC Premium | | | | | | | | |
|
| Other, net | | | | | | | | |
| Effective income tax rate | | % | | | % | | | % |
| | $ | | | | Allowance for credit losses | | | | | |
| State loss carryforwards | | | | | |
| Lease liability | | | | | |
| Other accrued expenses | | | | | |
| Deferred compensation | | | | | |
| Intangible assets | | | | | |
| Stock-based compensation | | | | | |
| Tax credit carryforwards | | | | | |
|
|
|
| Other | | | | | |
| Total gross deferred tax assets | $ | | | | $ | | |
| Deferred tax liabilities: | | | |
| Equipment lease financing | | | | | |
| Right-of-use-asset | | | | | |
|
| MSRs | | | | | |
| Acquisition premiums/discounts | | | | | |
| Postretirement and defined benefit plans | | | | | |
| Tax credit investments | | | | | |
| Premises and equipment | | | | | |
| Other | | | | | |
| Total gross deferred tax liabilities | $ | | | | $ | | |
| Net deferred tax asset, before valuation allowance | | | | | |
| Valuation allowance | () | | | () | |
| Net deferred tax asset | $ | | | | $ | | |
In assessing the realizability of DTAs, management considers whether it is more likely than not that some or all of the DTAs will not be realized. The ultimate realization of DTAs is dependent upon the generation of future taxable income and/or capital gain income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies, such as those that may be implemented to generate capital gains, in making this assessment.
million and $ million, respectively, which are available to offset future state taxable income, and expire at various dates through 2043.
As of December 31, 2023, based on the level of historical taxable income and projections for future taxable income over the periods in which the DTAs are deductible, management believes it is more likely than not that the Corporation will realize the benefits of its DTAs, net of the valuation allowance.
As of December 31, 2023, the Corporation had tax credit carryforwards related to TCIs of approximately $ million. The Corporation recorded a DTA of $ million, reflecting the benefit of these tax credit carryforwards, which will begin to expire in 2042 if not yet utilized.
Uncertain Tax Positions
| | $ | | | | $ | | | |
| Current period tax positions | | | | | | | | |
|
| Lapse of statute of limitations | () | | | () | | | () | |
| Balance at end of year | $ | | | | $ | | | | $ | | |
Virtually all of the Corporation's unrecognized tax benefits are for positions that are taken on an annual basis on state tax returns. Increases to unrecognized tax benefits will occur as a result of accruing for the nonrecognition of the position for the current year.
Decreases will occur as a result of the lapsing of the statute of limitations for the oldest outstanding year which includes the position. These offsetting increases and decreases are likely to continue in the future, including over the next twelve months. While the net effect on total unrecognized tax benefits during this period cannot be reasonably estimated, approximately $ million is expected to reverse in 2024 due to lapsing of the statute of limitations. Decreases can also occur throughout the settlement of positions with taxing authorities.
As of December 31, 2023, if recognized, all of the Corporation's unrecognized tax benefits would impact the effective tax rate. Not included in the table above is $ million of federal income tax benefit on unrecognized state tax benefits which, if recognized, would also impact the effective tax rate. Interest accrued related to unrecognized tax benefits is recorded as a component of income tax expense. Penalties, if incurred, would also be recognized in income tax expense. The Corporation recognized approximately $ thousand and $ thousand of recoveries in 2023 and 2022, respectively, for interest and penalties in income tax expense related to unrecognized tax positions. As of December 31, 2023 and 2022, total accrued interest and penalties related to unrecognized tax positions were approximately $ million and $ million, respectively.
The Corporation files income tax returns in the federal and various state jurisdictions. In most cases, unrecognized tax benefits are related to tax years that remain subject to examination by the relevant taxing authorities. With few exceptions, the Corporation is no longer subject to federal, state and local examinations by tax authorities for years before 2020.
Tax Credit Investments
The TCIs are included in other assets, with any unfunded equity commitments recorded in other liabilities on the consolidated balance sheets and changes are reflected in change in tax credit investments in the consolidated statements of cash flows.
In 2023, the Corporation adopted ASU 2023-02, which allows all TCIs to qualify for the proportional amortization method if: (1) it is probable that the income tax credits allocatable to the Corporation will be available; (2) the Corporation does not have the ability to exercise significant influence over the operating and financial policies of the underlying project; (3) substantially all of the projected benefits are from income tax credits and other income tax benefits; (4) the Corporation's projected yield based solely on the cash flows from the income tax credits and other income tax benefits is positive; and (5) the Corporation is a limited liability investor in the limited liability entity for both legal and tax purposes, and the Corporation’s liability is limited to its capital investment. See "Note 1 - Summary of Significant Accounting Policies" in the Notes to the Consolidated Financial Statements.
| | $ | | | | Other tax credit investments, net | | | | | | |
| Total TCIs, net | | $ | | | | $ | | |
| Included in other liabilities: | | | | |
| Unfunded affordable housing tax credit commitments | | $ | | | | $ | | |
| Other tax credit liabilities | | | | | | |
| Total unfunded tax credit commitments and liabilities | | $ | | | | $ | | |
The following table presents other information relating to the Corporation's TCIs for the years ended December 31:
| | | | | | | | | | | | | | | | | | | | |
| | 2023 | | 2022 | | 2021 |
| | (dollars in thousands) |
| Components of income taxes: | | | | | |
| Tax credits and benefits | $ | () | | | $ | () | | | $ | () | |
| Amortization of tax credits and benefits, net of tax benefits | | | | | | | | |
| Deferred tax expense | | | | | | | | |
| Total reduction in income tax expense | $ | () | | | $ | () | | | $ | () | |
| Amortization of TCIs: | | | | | |
|
|
| Total amortization of TCIs | $ | | | | $ | | | | $ | | |
|
| | | | | | | | Impact of common stock equivalents | | | | | | | | |
| Weighted average common shares outstanding (diluted) | | | | | | | | |
`
million depositary shares ("Depositary Shares"), each representing a 1/40th interest in a share of the Corporation's % Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, of which are authorized and issued, with a liquidation preference of $ per share (equivalent to $ per Depositary Share), for an aggregate offering amount of $ million. The preferred stock is redeemable, at the Corporation's option, in whole or in part, on and after January 15, 2026, and redeemable in whole, but not in part, prior to January 15, 2026 within 90 days following the occurrence of a regulatory capital treatment event.
Stock Reissuance
On July 1, 2022, the Corporation reissued shares of common stock that had been held as Treasury stock in connection with the Merger.
| | $ | () | | | $ | | | Reclassification adjustment for securities gains (losses) included in net income(1) | () | | | | | | () | |
Amortization of net unrealized gains (losses) on AFS transferred to HTM(2) | | | | () | | | | |
|
| Net unrealized holding gains (loss) arising during the period on interest rate derivatives used in cash flow hedges | | | | () | | | | |
| Reclassification adjustment for net loss (gain) realized in net income on interest rate derivatives used in cash flow hedges | | | | () | | | | |
| Unrecognized pension and postretirement income (cost) | | | | () | | | | |
Amortization of net unrecognized pension and postretirement items(3) | | | | () | | | | |
| Total Other Comprehensive Income | $ | | | | $ | () | | | $ | | |
| 2022 | | | | | |
| Unrealized gain (loss) on securities | $ | () | | | $ | | | | $ | () | |
Reclassification adjustment for securities gains (losses) included in net income(1) | () | | | | | | () | |
Amortization of net unrealized gains (losses) on AFS transferred to HTM(2) | () | | | | | | () | |
| Net unrealized holding gain (loss) arising during the period on interest rate derivatives used in cash flow hedges | () | | | | | | () | |
| Reclassification adjustment for net loss (gain) realized in net income on interest rate derivatives used in cash flow hedges | | | | () | | | | |
|
| Unrecognized pension and postretirement income (cost) | | | | () | | | | |
Amortization of net unrecognized pension and postretirement items(3) | | | | () | | | | |
| Total Other Comprehensive (Loss) | $ | () | | | $ | | | | $ | () | |
| 2021 | | | | | |
| Unrealized gain (loss) on securities | $ | () | | | $ | | | | $ | () | |
Reclassification adjustment for securities gains (losses) included in net income(1) | () | | | | | | () | |
Amortization of net unrealized gains (losses) on AFS transferred to HTM(2) | | | | () | | | | |
| Net unrealized holding gains (loss) arising during the period on interest rate derivatives used in cash flow hedges | () | | | | | | () | |
|
| Reclassification adjustment for net loss realized in net income on interest rate swaps used in cash flow hedges | () | | | | | | () | |
| Unrecognized pension and postretirement income (cost) | | | | () | | | | |
Amortization of net unrecognized pension and postretirement items(3) | | | | () | | | | |
| Total Other Comprehensive Income (Loss) | $ | () | | | $ | | | | $ | () | |
A(1) Amounts reclassified out of AOCI. Before-tax amounts included in "Investment securities gains, net" on the Consolidated Statements of Income. See "Note 4
- Investment Securities," for additional details.
(2) Amounts reclassified out of AOCI. Before-tax amounts included as a reduction to "Interest Income" on the Consolidated Statements of Income.
(3) Amounts reclassified out of AOCI. Before-tax amounts included in "Salaries and employee benefits" on the Consolidated Statements of Income. See "Note
17 - Employee Benefit Plans," for additional details.
| | $ | | | | $ | () | | | $ | | | | OCI before reclassifications | () | | | | | | | | | () | |
| Amounts reclassified from AOCI gain (loss) | () | | | () | | | | | | () | |
| Amortization of net unrealized gains (losses) on AFS securities transferred to HTM | | | | | | | | | | | |
|
| Balance at December 31, 2021 | | | | () | | | () | | | | |
| OCI before reclassifications | () | | | () | | | | | | () | |
| Amounts reclassified from AOCI | () | | | | | | | | | | |
| Amortization of net unrealized gains (losses) on AFS securities transferred to HTM | () | | | | | | | | | () | |
| Balance at December 31, 2022 | () | | | () | | | () | | | () | |
| OCI before reclassifications | | | | | | | | | | | |
| Amounts reclassified from AOCI | () | | | | | | | | | | |
| Amortization of net unrealized gains (losses) on AFS securities transferred to HTM | | | | | | | | | | | |
| Balance at December 31, 2023 | $ | () | | | $ | () | | | $ | () | | | $ | () | |
Common Stock Repurchase Programs
On December 19, 2023, the Corporation announced that its Board of Directors approved the 2024 Repurchase Program. The 2024 Repurchase Program will expire on December 31, 2024. Under the 2024 Repurchase Program, the Corporation is authorized to repurchase up to $ million of shares of its common stock. Under this authorization, up to $ million of the $125 million authorization may be used to repurchase the Corporation's Preferred Stock and outstanding subordinated notes through December 31, 2024. The 2024 Repurchase Program may be discontinued at any time.
On December 20, 2022, the Corporation announced that its Board of Directors approved the 2023 Repurchase Program. Under the 2023 Repurchase Program, the Corporation is authorized to repurchase up to $ million of its common stock, or approximately % of its outstanding shares, through December 31, 2023. During 2023, million shares were repurchased at a total cost of $ million or $ per share, under the 2023 Repurchase Program.
On March 21, 2022, the Corporation announced that its Board of Directors approved the repurchase of up to $75 million of shares of the Corporation's common stock commencing on April 1, 2022 and expiring on December 31, 2022. No shares of the Corporation's common stock were repurchased under this program during 2022.
On February 9, 2021, the Corporation announced that its Board of Directors approved the share repurchase of up to $ million of the Corporation's common stock through December 31, 2021. On November 19, 2021, the Corporation announced that its Board of Directors approved the extension of this program through March 31, 2022. During 2021, million shares were repurchased at a total cost of $ million, or $ per share, under this program. No shares of the Corporation's common stock were repurchased under this program during 2022.
Under these repurchase programs, repurchased shares are added to treasury stock, at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions.
| | $ | | | | $ | | | | Tax benefit | () | | | () | | | () | |
| Total stock-based compensation, net of tax | $ | | | | $ | | | | $ | | |
The tax benefits as a percentage of compensation expense, as shown in the preceding table, were %, % and % in 2023, 2022 and 2021, respectively. These percentages differ from the Corporation's federal statutory tax rate of %. Tax benefits are only recognized over the vesting period for awards that ordinarily will generate a tax deduction when exercised, in the case of non-qualified stock options, or upon vesting, in the case of restricted stock, RSUs, and PSUs. Tax benefits in excess of the tax rate resulted from incentive stock option exercises that triggered a tax deduction when they were exercised and excess tax benefits realized on vesting RSUs and PSUs during the period.
| | $ | | | | | | | | Granted | | | | | | | | | |
| Exercised | () | | | | | | | | |
| Forfeited | | | | | | | | | |
| Expired | () | | | | | | | | |
| Outstanding and exercisable as of December 31, 2023 | | | | $ | | | | years | | $ | | |
|
|
(1) There were no nonvested stock options at December 31, 2023 or 2022.
million of total unrecognized compensation cost (pre-tax) related to restricted stock, RSUs and PSUs that will be recognized as compensation expense over a weighted average period of years. As of December 31, 2023, the Employee Equity Plan had million shares reserved for future grants through 2032, and the Directors' Plan had thousand shares reserved for future grants through 2033.
% | | | % | | | % | | Volatility of Corporation’s stock | | % | | | % | | | % |
| Expected life of PSUs | years | | years | | years |
The expected life of the PSUs with fair values measured using the Monte Carlo valuation methodology was based on the defined performance period of . Volatility of the Corporation's stock was based on historical volatility for the period commensurate with the expected life of the PSUs. The risk-free interest rate is the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the date of the grant. Based on the assumptions above, the Corporation calculated an estimated fair value per PSU with market-based performance conditions granted in 2023, 2022 and 2021 of $, $ and $, respectively.
Under the ESPP, eligible employees can purchase stock of the Corporation at % of the fair market value of the stock on the date of purchase. The ESPP is considered to be a compensatory plan and, as such, compensation expense is recognized for the % discount on shares purchased.
| | | | | | | | Average purchase price per share (85% of market value) | $ | | | | $ | | | | $ | | |
| Compensation expense recognized (in thousands) | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Pension Plan | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | | |
The 401(k) Retirement Plan is a defined contribution plan under which eligible employees may defer a portion of their pre-tax covered compensation on an annual basis, with employer matches of up to % of employee compensation. Employee and employer contributions under these features are % vested.
Contributions to the Pension Plan are actuarially determined and funded annually, if necessary. The Corporation recognizes the funded status of its Pension Plan on the consolidated balance sheets and recognizes the changes in that funded status through OCI. The Pension Plan has been curtailed, with no additional benefits accruing to participants.
| | $ | | | | $ | | | | Expected return on assets | () | | | () | | | () | |
| Net amortization and deferral | | | | | | | | |
| Net periodic pension cost | $ | | | | $ | () | | | $ | | |
| | $ | | | |
| Interest cost | | | | | |
| Benefit payments | () | | | () | |
| Change in assumptions | | | | () | |
| Experience gain | | | | | |
| Projected benefit obligation at end of year | $ | | | | $ | | |
| | | |
| Fair value of plan assets at beginning of year | $ | | | | $ | | |
|
| Actual return on plan assets | | | | () | |
| Benefit payments | () | | | () | |
| Fair value of plan assets at end of year | $ | | | | $ | | |
) | | $ | () | | | Fair value of plan assets | | | | | |
| Funded status | $ | | | | $ | | |
| | $ | | | | Recognized as a component of 2022 periodic pension cost | () | | | () | |
| Unrecognized losses arising in 2022 | () | | | () | |
|
| Balance as of December 31, 2022 | | | | | |
| Recognized as a component of 2023 periodic pension cost | () | | | () | |
| Unrecognized losses arising in 2023 | () | | | () | |
| Balance as of December 31, 2023 | $ | | | | $ | | |
% | | | % | | | % | | Expected long-term rate of return on plan assets | | % | | | % | | | % |
The discount rates used were determined using the FTSE Pension Discount Curve (formerly, the Citigroup Average Life discount rate table), as adjusted based on the Pension Plan's expected benefit payments.
The % long-term rate of return on plan assets used to calculate the net periodic pension cost was based on historical returns, adjusted for expectations of long-term asset returns based on the December 31, 2023 weighted average asset allocations. The expected long-term return is considered to be appropriate based on the asset mix and the historical returns realized.
| | | | $ | | | | | | Equity common trust funds | | | | | | | | | |
| Equity securities | | | | | % | | | | | | % |
| Cash and money market funds | | | | | | | | | |
| Fixed income mutual funds | | | | | | | | | |
| Corporate debt securities | | | | | | | | | |
| U.S. Government agency securities | | | | | | | | | |
| Fixed income securities and cash | | | | | % | | | | | | % |
| Other alternative investment funds | | | | | % | | | | | | % |
| Total | $ | | | | | % | | $ | | | | | % |
Investment allocation decisions are made by a retirement plan committee. The goal of the investment allocation strategy is to match certain benefit obligations with maturities of fixed income securities. Alternative investments may include managed futures, commodities, real estate investment trusts, master limited partnerships, and long-short strategies with traditional stocks and bonds. All alternative investments are in the form of mutual funds, not individual contracts, to enable daily liquidity.
The fair values for assets held by the Pension Plan are based on quoted prices for identical instruments and would be categorized as Level 1 assets under the fair value hierarchy.
| | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total | $ | | |
Multiemployer Defined Benefit Pension Plan
In connection with the Merger, the Corporation assumed the obligations of Prudential Bancorp under the Prudential Bancorp Pension Plan that had previously been closed to new Prudential Bancorp participants.
| | Are the Corporation's contributions more than 5% of total contributions? | No |
| Funded Status | 80.12 | % |
(1) Includes 2024 prepayment of $140 thousand.
Postretirement Benefits
The Corporation provides medical benefits and life insurance benefits under the Postretirement Plan to certain retired full-time employees who were employees of the Corporation prior to January 1, 1998. Prior to February 1, 2014, certain full-time employees became eligible for these discretionary benefits if they reached retirement age while working for the Corporation. The Corporation recognizes the funded status of the Postretirement Plan on the consolidated balance sheets and recognizes the changes in that funded status through OCI.
| | $ | | | | $ | | | |
| Net amortization and deferral | () | | | () | | | () | |
| Net postretirement benefit | $ | () | | | $ | () | | | $ | () | |
| | $ | | | |
| Interest cost | | | | | |
| Benefit payments | () | | | () | |
| Change in experience | () | | | | |
| Change in assumptions | | | | () | |
|
| Accumulated postretirement benefit obligation at end of year | $ | | | | $ | | |
|
|
|
|
|
The fair values of the Postretirement Plan assets were $ as of both December 31, 2023 and 2022. The funded status of the Postretirement Plan, included in other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 was $ million and $ million, respectively.
) | | $ | () | | | $ | () | | | $ | () | |
| Recognized as a component of 2022 postretirement cost | | | | | | | | | | | |
| Unrecognized gains arising in 2022 | | | | () | | | () | | | () | |
| Balance as of December 31, 2022 | () | | | () | | | () | | | () | |
| Recognized as a component of 2023 postretirement cost | | | | | | | | | | | |
| Unrecognized gains arising in 2023 | | | | () | | | () | | | () | |
|
| Balance as of December 31, 2023 | $ | () | | | $ | () | | | $ | () | | | $ | () | |
% | | | % | | | % | | Expected long-term rate of return on plan assets | | % | | | % | | | % |
The discount rates used to calculate the accumulated postretirement benefit obligation were determined using the FTSE Pension Discount Curve (formerly, the Citigroup Average Life discount rate table), as adjusted based on the Postretirement Plan's expected benefit payments.
| | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total | $ | | |
| | $ | | | | $ | | | | Variable lease expense | | | | | | | |
| Sublease income | () | | | () | | | () | |
| Total lease expense | $ | | | | $ | | | | $ | | |
| | $ | | |
| Lease liabilities | | Other liabilities | | $ | | | | $ | | |
| Weighted average remaining lease term | | | | years | | years |
| Weighted average discount rate | | | | | % | | | % |
The discount rate used in determining the lease liability for each individual lease is the FHLB fixed advance rate which corresponds with the remaining lease term.
| | $ | | | | ROU assets obtained in exchange for lease obligations | | | | | |
| | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total lease payments | | |
| Less: imputed interest | () | |
| Present value of lease liabilities | $ | | |
As of December 31, 2023, the Corporation had not entered into any significant leases that have not yet commenced.
| | $ | | | | $ | | | | $ | | | | Available for sale investment securities: | | | | | | | |
|
| U.S. Government securities | | | | | | | | | | | |
| U.S. Government-sponsored agency securities | | | | | | | | | | | |
| State and municipal securities | | | | | | | | | | | |
| Corporate debt securities | | | | | | | | | | | |
| Collateralized mortgage obligations | | | | | | | | | | | |
| Residential mortgage-backed securities | | | | | | | | | | | |
| Commercial mortgage-backed securities | | | | | | | | | | | |
| Total available for sale investment securities | | | | | | | | | | | |
| Other assets: | | | | | | | |
| Investments held in Rabbi Trust | | | | | | | | | | | |
| Derivative assets | | | | | | | | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | |
| Other liabilities: | | | | | | | |
| Deferred compensation liabilities | $ | | | | $ | | | | $ | | | | $ | | |
| Derivative liabilities | | | | | | | | | | | |
| Total liabilities | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | |
| | 2022 |
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | (dollars in thousands) |
| Loans held for sale | $ | | | | $ | | | | $ | | | | $ | | |
| Available for sale investment securities: | | | | | | | |
|
| U.S. Government securities | | | | | | | | | | | |
| U.S. Government-sponsored agency securities | | | | | | | | | | | |
| State and municipal securities | | | | | | | | | | | |
| Corporate debt securities | | | | | | | | | | | |
| Collateralized mortgage obligations | | | | | | | | | | | |
| Residential mortgage-backed securities | | | | | | | | | | | |
| Commercial mortgage-backed securities | | | | | | | | | | | |
| Total available for sale investment securities | | | | | | | | | | | |
| Other assets: | | | | | | | |
| Investments held in Rabbi Trust | | | | | | | | | | | |
| Derivative assets | | | | | | | | | | | |
| Total assets | $ | | | | $ | | | | $ | | | | $ | | |
| Other liabilities: | | | | | | | |
| Deferred compensation liabilities | $ | | | | $ | | | | $ | | | | $ | | |
| Derivative liabilities | | | | | | | | | | | |
| Total liabilities | $ | | | | $ | | | | $ | | | | $ | | |
The valuation techniques used to measure fair value for the items in the preceding tables are as follows:
Loans held for sale - This category includes mortgage loans held for sale that are measured at fair value. Fair values as of December 31, 2023 and 2022, were measured as the price that secondary market investors were offering for loans with similar
million at December 31, 2023 and $ million at December 31, 2022) and other corporate debt issued by non-financial institutions ($ million at December 31, 2023 and $ million at December 31, 2022).
Level 2 investments include subordinated debt and senior debt, and other corporate debt issued by non-financial institutions at December 31, 2023 and 2022. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.
Investments held in Rabbi Trust - This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represents quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.
Derivative assets - Fair value of foreign currency exchange contracts classified as Level 1 assets ($ million at December 31, 2023 and $ million at December 31, 2022). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.
Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($ million at December 31, 2023 and $ million at December 31, 2022) and the fair value of interest rate derivatives ($ million at December 31, 2023 and $ million at December 31, 2022). The fair values of the interest rate locks, forward commitments and interest rate derivatives represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 11 - Derivative Financial Instruments," for additional information.
Deferred compensation liabilities - Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.
Derivative liabilities - Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($ million and $ million at December 31, 2023 and 2022, respectively).
Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($ million at December 31, 2023 and $ million at December 31, 2022) and the fair value of interest rate derivatives ($ million at December 31, 2023 and $ million at December 31, 2022).
| | $ | | | | OREO | | | | | |
MSRs(1) | | | | | |
| Total assets | $ | | | | $ | | |
(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at lower of amortized cost or fair value. See
"Note 8 - Mortgage Servicing Rights" for additional information.
The valuation techniques used to measure fair value for the items in the table above are as follows:
•Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of non-accrual loans, net of related ACL. See "Note 5 - Loans and Allowance for Credit Losses," for additional details.
•OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.
•MSRs – This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the December 31, 2023 valuation were % and %, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 8 - Mortgage Servicing Rights," for additional information.
)% | Prepayment Rate | | - 15% | | % |
| Discount Rate | | - 200 bps | | % |
| Discount Rate | | + 200 bps | | ()% |
| | $ | | | | $ | | | | $ | | | | $ | | | | FRB and FHLB stock | | | | | | | | | | | | | | |
| Loans held for sale | | | | | | | | | | | | | | |
| AFS securities | | | | | | | | | | | | | | |
| HTM securities | | | | | | | | | | | | | | |
| Loans, net | | | | | | | | | | | | | | |
| Accrued interest receivable | | | | | | | | | | | | | | |
| Other assets | | | | | | | | | | | | | | |
| FINANCIAL LIABILITIES | | | | | | | | | |
| Demand and savings deposits | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Brokered deposits | | | | | | | | | | | | | | |
| Time deposits | | | | | | | | | | | | | | |
| Accrued interest payable | | | | | | | | | | | | | | |
| Federal funds purchased | | | | | | | | | | | | | | |
| Federal Home Loan Bank advances | | | | | | | | | | | | | | |
| Senior debt and subordinated debt | | | | | | | | | | | | | | |
| Other borrowings | | | | | | | | | | | | | | |
| Other liabilities | | | | | | | | | | | | | | |
| | | | | | | | | |
| 2022 |
| | | Estimated Fair Value |
| Carrying Amount | | Level 1 | | Level 2 | | Level 3 | | Total |
| FINANCIAL ASSETS | (dollars in thousands) |
| Cash and cash equivalents | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| FRB and FHLB stock | | | | | | | | | | | | | | |
| Loans held for sale | | | | | | | | | | | | | | |
| AFS securities | | | | | | | | | | | | | | |
| HTM securities | | | | | | | | | | | | | | |
| Loans, net | | | | | | | | | | | | | | |
| Accrued interest receivable | | | | | | | | | | | | | | |
| Other assets | | | | | | | | | | | | | | |
| FINANCIAL LIABILITIES | | | | | | | | | |
| Demand and savings deposits | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Brokered deposits | | | | | | | | | | | | | | |
| Time deposits | | | | | | | | | | | | | | |
| Accrued interest payable | | | | | | | | | | | | | | |
| Federal funds purchased | | | | | | | | | | | | | | |
| Federal Home Loan Bank advances | | | | | | | | | | | | | | |
| Senior debt and subordinated debt | | | | | | | | | | | | | | |
| Other borrowings | | | | | | | | | | | | | | |
| Other liabilities | | | | | | | | | | | | | | |
Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily
| | $ | | | | Real estate - commercial mortgage and real estate - construction | | | | | |
| Real estate - home equity | | | | | |
| Total commitments to extend credit | $ | | | | $ | | |
| | | |
| Standby letters of credit | $ | | | | $ | | |
| Commercial letters of credit | | | | | |
| Total letters of credit | $ | | | | $ | | |
Residential Lending
The Corporation originates and sells residential mortgages to secondary market investors. The Corporation provides customary representations and warranties to secondary market investors that specify, among other things, that the loans have been underwritten to the standards of the secondary market investor. The Corporation may be required to repurchase specific loans, or reimburse the investor for a credit loss incurred on a sold loan if it is determined that the representations and warranties have not been met. Under some agreements with secondary market investors, the Corporation may have additional credit exposure beyond customary representations and warranties, based on the specific terms of those agreements.
The Corporation maintains a reserve for estimated losses related to loans sold to investors. As of December 31, 2023 and 2022, the total reserve for losses on residential mortgage loans sold was $ million and $ million, for each period, including reserves for both representation and warranty and credit loss exposures. In addition, a component of ACL for OBS credit exposures of $ million and $ million as of December 31, 2023 and December 31, 2022, respectively, related to additional credit exposure for potential loan repurchases.
Legal Proceedings
The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.
In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation's practice is to cooperate fully with regulatory and governmental inquiries and investigations.
As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings, inquiries and investigations are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation's results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating results for the period, and could have a material adverse effect on the Corporation's business. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to the Corporation's results of operations in any future period.
| | $ | | | | Other assets | | | | | |
| Receivable from subsidiaries | | | | | |
| Investments in: | | | |
| Bank subsidiary | | | | | |
| Non-bank subsidiaries | | | | | |
| Total Assets | $ | | | | $ | | |
| LIABILITIES AND EQUITY | | | |
| Senior and subordinated debt | $ | | | | $ | | |
|
| Other liabilities | | | | | |
| Total Liabilities | | | | | |
| Shareholders' equity | | | | | |
| Total Liabilities and Shareholders' Equity | $ | | | | $ | | |
| | $ | | | | $ | | | | Other | | | | | | | | |
| | | | | | | | |
| Expenses | | | | | | | | |
| Income before income taxes and equity in undistributed net income of subsidiaries | | | | | | | | |
| Income tax benefit | () | | | () | | | () | |
| | | | | | | | |
| Equity in undistributed net income (loss) of: | | | | | |
| Bank subsidiaries | | | | | | | () | |
| Non-bank subsidiaries | | | | () | | | () | |
| Net Income | | | | | | | | |
| Preferred stock dividends | () | | | () | | | () | |
| Net Income Available to Common Shareholders | $ | | | | $ | | | | $ | | |
| | $ | | | | $ | | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Amortization of issuance costs and discount of long-term debt | | | | | | | | |
| Stock-based compensation | | | | | | | | |
|
| Net change in other assets | () | | | | | | | |
| Equity in undistributed net (income) loss of subsidiaries | () | | | () | | | | |
| Write-off of unamortized costs on trust preferred securities | | | | | | | | |
| Net change in other liabilities and payable to non-bank subsidiaries | () | | | () | | | | |
| Total adjustments | () | | | () | | | | |
| Net cash provided by operating activities | | | | | | | | |
| Cash Flows From Investing Activities | | | | | |
|
|
| Net cash paid for acquisition | | | | () | | | | |
| Net cash used in investing activities | | | | () | | | | |
| Cash Flows From Financing Activities: | | | | | |
| Repayments of long-term borrowings | () | | | () | | | () | |
|
|
| Net proceeds from issuance of common stock | | | | | | | | |
| Dividends paid | () | | | () | | | () | |
| Acquisition of treasury stock | () | | | | | | () | |
| Net cash used in financing activities | () | | | () | | | () | |
| Net increase (decrease) in Cash and Cash Equivalents | | | | () | | | | |
| Cash and Cash Equivalents at Beginning of Year | | | | | | | | |
| Cash and Cash Equivalents at End of Year | $ | | | | $ | | | | $ | | |
Management Report on Internal Control Over Financial Reporting
The management of Fulton Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Fulton Financial Corporation's internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2023, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this assessment, management concluded that, as of December 31, 2023, the Corporation's internal control over financial reporting is effective based on those criteria.
| | |
| /s/ CURTIS J. MYERS |
Curtis J. Myers Chairman and Chief Executive Officer |
|
| /s/ BETH ANN L. CHIVINSKI |
Beth Ann L. Chivinski Senior Executive Vice President and Interim Chief Financial Officer |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Fulton Financial Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Fulton Financial Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of the allowance for credit losses related to loans evaluated collectively for expected credit losses
As discussed in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses related to loans evaluated collectively for expected credit losses (collective ACL) was $254.8 million, of a total allowance for credit losses of $293.4 million as of December 31, 2023. The collective ACL includes the measure of expected credit losses on a collective (pooled) basis for those loans and leases that share similar risk characteristics and uses an undiscounted approach. The Company estimates the collective ACL by applying a probability of default (PD) and loss given default (LGD) to the exposure at default (EAD) at the loan level. The PD models are econometric regression models that utilize the Company’s historical credit loss experience and incorporate a reasonable and supportable economic forecast through the use of externally developed macroeconomic scenarios. After a reasonable and supportable forecast period, the forecasted PD rates revert back to a historical average PD rate. The LGD model calculates an LGD estimate for each loan pool utilizing a loss rate approach that is based on the Company’s historical charge-off experience. The EAD calculation incorporates constant pre-payment rates, and inputs related to loan level cash flows, maturity dates, and interest rates. The constant pre-payment rates utilized in the EAD calculation are sourced from a prepayment calculation that utilizes the Company’s historical loan prepayment history to develop prepayment speeds. The collective ACL also includes qualitative reserve adjustments for factors that are not fully captured in the quantitative models.
We identified the assessment of the valuation of the collective ACL as a critical audit matter. Such assessment involved significant measurement uncertainty requiring especially complex auditor judgment, and specialized skills and knowledge of the industry. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. The assessment of the collective ACL encompassed the evaluation of the overall ACL methodology, which includes the methods and models used to estimate the PD, LGD, and EAD and their key assumptions and inputs. Key assumptions and inputs used in the estimation of the PD rate include historical default observations, the historical observation period, loan pool segmentation including the use of credit risk ratings for commercial and industrial loans, commercial mortgages and construction loans, and a reasonable and supportable economic forecast which includes reversion to historical average default rates. Key assumptions and inputs used in the estimation of the LGD rate include the loan pool segmentation, historical loss observations, and the historical observation period. Key assumptions and inputs used in the estimation of the EAD include a constant prepayment rate (CPR) and loan level cash flow adjustments. Key assumptions and inputs used in the estimation of the CPR include historical prepayment observations, interest rates, the historical observation period, and loan pool segmentation. The assessment also included an evaluation of the qualitative adjustments, including an evaluation of the methods used by management in estimating this reserve. The collective ACL estimate is sensitive to changes in the assumptions discussed above, such that changes in these assumptions can cause significant changes to the estimate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's measurement of the collective ACL estimate, including controls over the:
•development of the collective ACL methodology
•development of the PD and LGD models and of the methods used to calculate the CPR and EAD
•identification and determination of the key inputs and assumptions used in the PD and LGD models, and EAD calculation which included key inputs and assumptions within the pre-payment model
•performance monitoring of the PD and LGD models
•development of the qualitative adjustments
•measurement and on-going monitoring of the overall ACL estimate.
We evaluated the Company's process to develop the collective ACL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, assumptions, and related methodologies. In addition, we involved credit risk professionals with specialized skills and knowledge who assisted in:
•evaluating the Company's collective ACL methodology for compliance with U.S. generally accepted accounting principles
•evaluating the assumptions and methodologies used in developing the PD rates, LGD rates, and EAD estimate and judgments made by the Company relative to performance monitoring by inspecting management's model and methodology documentation and through comparisons against Company specific metrics, the Company's business environment, and applicable industry and regulatory practices
•determining whether loans are pooled by similar risk characteristics by comparing to the Company's business environment and relevant industry practices
•testing individual credit ratings for a selection of borrowers by evaluating the financial performance of the borrower, sources of repayment, and any relevant guarantees and underlying collateral
•evaluating the methodology used to develop the qualitative adjustments by inspecting management's methodology and development documentation and assessing the effects of these factors on the collective ACL estimate compared with relevant industry practices and Company specific metrics.
We also assessed the sufficiency of the audit evidence obtained related to the collective ACL estimate by evaluating the cumulative results of the audit procedures, qualitative aspects of the Company's accounting practices, and potential bias in the accounting estimates.
/s/
We have served as the Company's auditor since 2002.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Corporation's Chief Executive Officer and Interim Chief Financial Officer concluded that, as of December 31, 2023, the Corporation's disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Corporation's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
The "Management Report on Internal Control over Financial Reporting" and the "Report of Independent Registered Public Accounting Firm" may be found in "Item 8, Financial Statements and Supplementary Data" of this document.
Changes in Internal Control over Financial Reporting
Curtis J. Myers became Chief Executive Officer on January 1, 2023.
Other than the above, there have been no changes in the Corporation's internal control over financial reporting during the Corporation's fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting as of December 31, 2023.
Item 9B. Other Information
None of the Corporation's directors or "officers" (as defined in Rule 16a-1(f) (17 C.F.R. § 240.16a-1(f))) or a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K (17 C.F.R. § 229.408)) during the fiscal quarter ended December 31, 2023.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Except as furnished below, the information required to be furnished pursuant to this Item 10 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
The Corporation has adopted a code of ethics (Code of Conduct) that applies to all directors, officers and employees, including the Corporation's principal executive officer, principal financial officer and principal accounting officer or controller. A copy of the Code of Conduct may be obtained free of charge by writing to the Corporate Secretary at Fulton Financial Corporation, P.O. Box 4887, Lancaster, Pennsylvania 17604-4887, and is also available via the Internet at www.fultonbank.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, at the Internet address specified above.
Item 11. Executive Compensation
The information required to be furnished pursuant to this Item 11 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required to be furnished pursuant to this Item 12 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
Incorporated by reference herein is the information appearing under the heading "Securities Authorized for Issuance under Equity Compensation Plans" within "Item 5, Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this Annual Report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required to be furnished pursuant to this Item 13 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
Item 14. Principal Accountant Fees and Services
Except as furnished below, the information required to be furnished pursuant to this Item 14 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
The Corporation's independent registered accounting firm is KPMG LLP, Philadelphia, PA.
Auditor Firm ID: .
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
| | | | | | | | |
| 1. | Financial Statements — The following consolidated financial statements of Fulton Financial Corporation and subsidiaries are incorporated herein by reference in response to Item 8 above: |
| (i) | Consolidated Balance Sheets - December 31, 2023 and 2022. |
| (ii) | Consolidated Statements of Income - Years ended December 31, 2023, 2022 and 2021. |
| (iii) | Consolidated Statements of Comprehensive Income - Years ended December 31, 2023, 2022 and 2021. |
| (iii) | Consolidated Statements of Shareholders' Equity - Years ended December 31, 2023, 2022 and 2021. |
| (iv) | Consolidated Statements of Cash Flows - Years ended December 31, 2023, 2022 and 2021. |
| (v) | Notes to Consolidated Financial Statements. |
| (vi) | Report of Independent Registered Public Accounting Firm. |
| 2. | Financial Statement Schedules — All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and have therefore been omitted. |
| (b) The following exhibits are filed with or incorporated by reference in this Annual Report on Form 10-K, and this list includes the Exhibit Index. |
| 3.1 | | |
| 3.2 | | |
| 3.3 | | |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 4.4 | | |
| 4.5 | | |
| 4.6 | | |
| 4.7 | | |
| 4.8 | | |
| 4.9 | | |
| 4.10 | | |
| | | | | | | | |
|
| 10.3 | | |
| 10.4 | | |
| 10.5 | | |
| 10.6 | | |
| 10.7 | | Form of Option Award and Form of Restricted Stock Award between Fulton Financial Corporation and Officers of the Corporation (Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed June 19, 2013). * |
| 10.8 | | |
| 10.9 | | |
| 10.10 | | | |
| 10.11 | | | |
| 10.12 | | | |
| 10.13 | | | |
| 10.14 | | | |
| 10.15 | | | |
| 10.16 | | | |
| 10.17 | | | |
| 10.18 | | | |
| 10.19 | | | |
| | | | | | | | |
| 10.20 | | | |
| 10.21 | | | |
|
| 21 | | | |
| 23 | | | |
| 24 | | | |
| 31.1 | | | |
| 31.2 | | | |
| 32.1 | | | |
| 32.2 | | | |
| 97 | | | |
| 101 | | | Interactive data files pursuant to Rule 405 of Regulation S-T (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. |
| 104 | | | Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101) |
| * | | Management contract or compensatory plan or arrangement. |
Item 16. Form 10-K Summary
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| | FULTON FINANCIAL CORPORATION |
| | (Registrant) |
| | | |
| Dated: | February 29, 2024 | By: | /S/ CURTIS J. MYERS |
| | | Curtis J. Myers, Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been executed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Capacity | | Date |
| | | | |
| /S/ JENNIFER CRAIGHEAD CAREY | * | Director | | February 29, 2024 |
Jennifer Craighead Carey | | | | |
| | | | |
| /S/ BETH ANN L. CHIVINSKI | | Senior Executive Vice President | | February 29, 2024 |
| Beth Ann L. Chivinski | | and Interim Chief Financial Officer | | |
| | (Principal Financial Officer) | | |
| | | | |
| /S/ ANTHONY L. COSSETTI | | Executive Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | February 29, 2024 |
Anthony L. Cossetti | | | |
| | | |
| | | | |
| /S/ LISA CRUTCHFIELD | * | Director | | February 29, 2024 |
Lisa Crutchfield | | | | |
| | | | |
| /S/ DENISE L. DEVINE | * | Director | | February 29, 2024 |
| Denise L. Devine | | | | |
| | | | |
| /S/ STEVEN S. ETTER | * | Director | | February 29, 2024 |
Steven S. Etter | | | | |
| | | | |
| /S/GEORGE K. MARTIN | * | Director | | February 29, 2024 |
| George K. Martin | | | | |
| | | | |
| /S/ JAMES R. MOXLEY, III | * | Director | | February 29, 2024 |
| James R. Moxley, III | | | | |
| | | | |
| /S/ CURTIS J. MYERS | | Chairman and Chief Executive Officer (Principal Executive Officer) | | February 29, 2024 |
| Curtis J. Myers | | | |
| | | | | | | | | | | | | | |
| Signature | | Capacity | | Date |
| | | | |
| /S/ ANTOINETTE M. PERGOLIN | * | Director | | February 29, 2024 |
Antoinette M. Pergolin | | | | |
| | | | |
| /S/ SCOTT A. SNYDER | * | Director | | February 29, 2024 |
Scott A. Snyder | | | | |
| | | | |
| /S/ RONALD H. SPAIR | * | Director | | February 29, 2024 |
Ronald H. Spair | | | | |
| | | | |
| |
| |
| |
| /S/ E. PHILIP WENGER | | Director | | February 29, 2024 |
E. Philip Wenger | | | | |
| | | | |
| *By /S/ NATASHA R. LUDDINGTON | | | | February 29, 2024 |
| Natasha R. Luddington | | | | |
| Attorney-in-Fact | | | | |
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