WESTERN ALLIANCE BANCORPORATION - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☒						Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023


☐						Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from__________ to __________

Commission file number: 001-32550

WESTERN ALLIANCE BANCORPORATION

(Exact name of registrant as specified in its charter)


Delaware						88-0365922
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One E. Washington Street, Suite 1400

Phoenix

Arizona

85004

(Address of principal executive offices)

(Zip Code)

(602) 389-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.0001 Par Value

WAL

New York Stock Exchange

Depositary Shares, Each Representing a 1/400th Interest in a Share of

4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A

WAL PrA

New York Stock Exchange

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of May 1, 2023, Western Alliance Bancorporation had 109,501,483 shares of common stock outstanding.

Table of Contents

INDEX


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Glossary of Entities and Terms	3
	Financial Statements (Unaudited)
	Consolidated Balance Sheets	4
	Consolidated Income Statements	4
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Stockholders’ Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	56
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	82
Item 4.	Controls and Procedures	85

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	85
Item 1A.	Risk Factors	86
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	87
Item 5.	Other Information	87
Item 6.	Exhibits	88

SIGNATURES		89

Table of Contents

PART I

GLOSSARY OF ENTITIES AND TERMS

The acronyms and abbreviations identified below are used in various sections of this Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Item 2 and the Consolidated Financial Statements and the Notes to Unaudited Consolidated Financial Statements in Item 1 of this Form 10-Q.


ENTITIES / DIVISIONS:
ABA	Alliance Bank of Arizona	FIB	First Independent Bank
AmeriHome	AmeriHome Mortgage Company, LLC	TPB	Torrey Pines Bank
BON	Bank of Nevada	WA PWI	Western Alliance Public Welfare Investments, LLC
Bridge	Bridge Bank	WAB or Bank	Western Alliance Bank
Company	Western Alliance Bancorporation and subsidiaries	WABT	Western Alliance Business Trust
CSI	CS Insurance Company	WAL or Parent	Western Alliance Bancorporation
DST	Digital Settlement Technologies LLC	WATC	Western Alliance Trust Company, N.A.
TERMS:
ACL	Allowance for Credit Losses	FRB	Federal Reserve Bank
AFS	Available-for-Sale	FVO	Fair Value Option
ALCO	Asset and Liability Management Committee	GAAP	U.S. Generally Accepted Accounting Principles
AOCI	Accumulated Other Comprehensive Income	GNMA	Government National Mortgage Association
ASC	Accounting Standards Codification	GSE	Government-Sponsored Enterprise
ASU	Accounting Standards Update	HFI	Held for Investment
Basel III	Banking Supervision's December 2010 final capital framework	HFS	Held for Sale
BOD	Board of Directors	HTM	Held-to-Maturity
BTFP	Bank Term Funding Program	HUD	U.S. Department of Housing and Urban Development
Capital Rules	The FRB, the OCC, and the FDIC 2013 Approved Final Rules	ICS	Insured Cash Sweep Service
CDARS	Certificate Deposit Account Registry Service	IRLC	Interest Rate Lock Commitment
CECL	Current Expected Credit Losses	ISDA	International Swaps and Derivatives Association
CEO	Chief Executive Officer	LIBOR	London Interbank Offered Rate
CET1	Common Equity Tier 1	LIHTC	Low-Income Housing Tax Credit
CFO	Chief Financial Officer	MBS	Mortgage-Backed Securities
CLO	Collateralized Loan Obligation	MSR	Mortgage Servicing Right
COVID-19	Coronavirus Disease 2019	NPV	Net Present Value
CRA	Community Reinvestment Act	NYSE	New York Stock Exchange
CRE	Commercial Real Estate	OCI	Other Comprehensive Income
DTA	Deferred Tax Asset	PPNR	Pre-Provision Net Revenue
EBO	Early buyout	SEC	Securities and Exchange Commission
EPS	Earnings per share	SERP	Supplemental Executive Retirement Plan
ESG	Environmental, Social, and Governance	SOFR	Secured Overnight Financing Rate
EVE	Economic Value of Equity	TDR	Troubled Debt Restructuring
Exchange Act	Securities Exchange Act of 1934, as amended	TEB	Tax Equivalent Basis
FASB	Financial Accounting Standards Board	TSR	Total Shareholder Return
FDIC	Federal Deposit Insurance Corporation	UPB	Unpaid Principal Balance
FHA	Federal Housing Administration	USDA	United States Department of Agriculture
FHLB	Federal Home Loan Bank	VA	Veterans Affairs
FHLMC	Federal Home Loan Mortgage Corporation	VIE	Variable Interest Entity
FNMA	Federal National Mortgage Association	XBRL	eXtensible Business Reporting Language
FOMC	Federal Open Market Committee

Table of Contents

Item 1.Financial Statements

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	March 31, 2023		December 31, 2022
	(Unaudited)

	(in millions, except shares and per share amounts)
Assets:
Cash and due from banks	$	229	$	259

Interest-bearing deposits in other financial institutions	3,410		784

Cash and cash equivalents	3,639		1,043

Investment securities - AFS, at fair value; amortized cost of $8,434 at March 31, 2023 and $7,973 at December 31, 2022 (ACL of $2 and $0 at March 31, 2023 and December 31, 2022, respectively)	7,645		7,092
Investment securities - HTM, at amortized cost and net of allowance for credit losses of $6 and $5 (fair value of $1,185 and $1,112) at March 31, 2023 and December 31, 2022, respectively	1,319		1,284


Investment securities - equity	141		160
Investments in restricted stock, at cost	388		224
Loans HFS	7,022		1,184
Loans HFI, net of deferred loan fees and costs	46,435		51,862
Less: allowance for credit losses	(305)		(310)
Net loans held for investment	46,130		51,552
Mortgage servicing rights	910		1,148
Premises and equipment, net	293		276
Operating lease right of use asset	157		163
Bank owned life insurance	183		182
Goodwill and intangible assets, net	677		680
Deferred tax assets, net	289		311
Investments in LIHTC and renewable energy	611		624

Other assets	1,643		1,811
Total assets	$	71,047	$	67,734
Liabilities:
Deposits:
Non-interest-bearing demand	$	16,465	$	19,691
Interest-bearing	31,122		33,953
Total deposits	47,587		53,644


Other borrowings	15,853		6,299
Qualifying debt	895		893
Operating lease liability	184		185
Other liabilities	1,007		1,357
Total liabilities	65,526		62,378
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock (par value $0.0001 and liquidation value per share of $25; 20,000,000 authorized; 12,000,000 issued and outstanding at March 31, 2023 and December 31, 2022)	295		295
Common stock (par value $0.0001; 200,000,000 authorized; 112,209,478 shares issued at March 31, 2023 and 111,465,292 at December 31, 2022) and additional paid in capital	2,170		2,163
Treasury stock, at cost (2,694,170 shares at March 31, 2023 and 2,550,766 shares at December 31, 2022)	(116)		(105)
Accumulated other comprehensive loss	(592)		(661)
Retained earnings	3,764		3,664
Total stockholders’ equity	5,521		5,356
Total liabilities and stockholders’ equity	$	71,047	$	67,734

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENTS


	Three Months Ended March 31,
	2023		2022
	(in millions, except per share amounts)
Interest income:
Loans, including fees	$	832.7	$	434.7
Investment securities	94.3		46.7
Dividends and other	41.9		3.1

Total interest income	968.9		484.5
Interest expense:
Deposits	231.6		14.1
Qualifying debt	9.3		8.4
Other borrowings	118.1		12.5
Total interest expense	359.0		35.0
Net interest income	609.9		449.5
Provision for credit losses	19.4		9.0
Net interest income after provision for credit losses	590.5		440.5
Non-interest income:
Net loan servicing revenue	41.9		41.1
Net gain on loan origination and sale activities	31.4		36.9
Service charges and fees	9.5		7.0
Commercial banking related income	6.2		5.1
Gain on recovery from credit guarantees	3.3		2.3
Income from equity investments	1.4		4.1
(Loss) gain on sales of investment securities	(12.5)		6.9
Fair value loss adjustments, net	(147.8)		(6.6)
Other income	8.6		9.5
Total non-interest income	(58.0)		106.3
Non-interest expense:
Salaries and employee benefits	148.9		138.3
Deposit costs	86.9		9.3
Data processing	26.4		17.6
Legal, professional, and directors' fees	23.1		24.0
Occupancy	16.5		12.8
Insurance	15.7		7.2
Loan servicing expenses	13.8		10.8
Business development and marketing	5.2		4.4
Loan acquisition and origination expenses	4.4		6.5
Gain on extinguishment of debt	(12.7)		—



Other expense	19.7		17.7
Total non-interest expense	347.9		248.6
Income before provision for income taxes	184.6		298.2
Income tax expense	42.4		58.1
Net income	142.2		240.1
Dividends on preferred stock	3.2		3.2


Net income available to common stockholders	$	139.0	$	236.9

Earnings per share:
Basic	$	1.29	$	2.23
Diluted	1.28		2.22
Weighted average number of common shares outstanding:
Basic	108.1		106.0
Diluted	108.3		106.6
Dividends declared per common share	$	0.36	$	0.35

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended March 31,
	2023		2022
	(in millions)
Net income	$	142.2	$	240.1
Other comprehensive income (loss), net:
Unrealized gain (loss) on AFS securities, net of tax effect of $(20.7) and $80.8, respectively	60.1		(247.9)

Unrealized (loss) gain on junior subordinated debt, net of tax effect of $0.4 and $(0.7), respectively	(1.1)		2.2
Realized loss (gain) on sale of AFS securities included in income, net of tax effect of $(3.2) and $1.8, respectively	9.3		(5.1)
Realized loss on impairment of AFS securities included in income, net of tax effect of $(0.4) and $—, respectively	1.2		—
Net other comprehensive income (loss)	69.5		(250.8)
Comprehensive income (loss)	$	211.7	$	(10.7)

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Three Months Ended March 31,
	Preferred Stock			Common Stock			Additional Paid in Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
	(in millions)
Balance, December 31, 2021	12.0	$	294.5	106.6	$	—	$	1,966.2	$	(86.8)	$	15.7	$	2,773.0	$	4,962.6
Net income	—	—		—	—		—		—		—		240.1		240.1
Restricted stock, performance stock units, and other grants, net	—	—		0.6	—		9.8		—		—		—		9.8
Restricted stock surrendered (1)	—	—		(0.2)	—		—		(17.3)		—		—		(17.3)
Common stock issuance, net	—	—		1.3	—		107.7		—		—		—		107.7




Dividends paid to preferred stockholders	—	—		—	—		—		—		—		(3.2)		(3.2)
Dividends paid to common stockholders	—	—		—	—		—		—		—		(37.3)		(37.3)
Other comprehensive loss, net	—	—		—	—		—		—		(250.8)		—		(250.8)
Balance, March 31, 2022	12.0	$	294.5	108.3	$	—	$	2,083.7	$	(104.1)	$	(235.1)	$	2,972.6	$	5,011.6

Balance, December 31, 2022	12.0	$	294.5	108.9	$	—	$	2,163.7	$	(105.3)	$	(661.0)	$	3,664.1	$	5,356.0
Net income	—	—		—	—		—		—		—		142.2		142.2



Restricted stock, performance stock units, and other grants, net	—	—		0.7	—		6.1		—		—		—		6.1
Restricted stock surrendered (1)	—	—		(0.1)	—		—		(10.7)		—		—		(10.7)

Dividends paid to preferred stockholders	—	—		—	—		—		—		—		(3.2)		(3.2)
Dividends paid to common stockholders	—	—		—	—		—		—		—		(39.4)		(39.4)
Other comprehensive income, net	—	—		—	—		—		—		69.5		—		69.5
Balance, March 31, 2023	12.0	$	294.5	109.5	$	—	$	2,169.8	$	(116.0)	$	(591.5)	$	3,763.7	$	5,520.5

(1)Share amounts represent Treasury Shares.

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Three Months Ended March 31,
	2023		2022
	(in millions)
Cash flows from operating activities:
Net income	$	142.2	$	240.1
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	19.4		9.0
Depreciation and amortization	16.5		11.1
Stock-based compensation	6.1		9.8
Deferred income taxes	(5.5)		35.1
Amortization of net premiums for investment securities	2.0		6.9
Amortization of tax credit investments	11.3		13.4
Amortization of operating lease right of use asset	6.0		5.4
Amortization of net deferred loan fees and net purchase premiums	(22.6)		(12.5)
Purchases and originations of loans HFS	(8,067.2)		(13,060.0)

Proceeds from sales and payments on loans held for sale	8,265.4		13,663.0
Mortgage servicing rights capitalized upon sale of mortgage loans	(142.4)		(204.1)
Net losses (gains) on:
Change in fair value of loans HFS, mortgage servicing rights, and related derivatives	43.5		(55.4)
Fair value adjustments	149.8		6.7
Sale of investment securities	12.5		(6.9)
Extinguishment of debt	(12.7)		—
Other	(3.6)		0.7
Other assets and liabilities, net	(63.4)		(39.4)
Net cash provided by operating activities	$	357.3	$	622.9
Cash flows from investing activities:
Investment securities - AFS
Purchases	$	(931.3)	$	(830.6)
Principal pay downs and maturities	61.1		257.1
Proceeds from sales	429.3		114.2
Investment securities - HTM
Purchases	(44.0)		(60.5)
Principal pay downs and maturities	7.7		6.7
Equity securities carried at fair value
Purchases	(0.5)		(4.7)
Redemptions	—		0.1

Proceeds from sale of mortgage servicing rights and related holdbacks, net	335.2		24.1
Purchase of other investments	(172.6)		(66.1)


Net increase in loans HFI	(1,003.5)		(1,961.7)
Purchase of premises, equipment, and other assets, net	(28.5)		(26.2)

Cash consideration paid for acquisitions, net of cash acquired	—		(50.0)
Net cash used in investing activities	$	(1,347.1)	$	(2,597.6)
Cash flows from financing activities:
Net (decrease) increase in deposits	$	(6,056.6)	$	4,547.5

Payments on long-term debt	(257.3)		(9.5)
Net increase (decrease) in short-term borrowings	9,952.9		(514.5)

Cash paid for tax withholding on vested restricted stock and other	(10.7)		(17.3)

Cash dividends paid on common stock and preferred stock	(42.6)		(40.5)
Proceeds from issuance of common stock in offerings, net	—		94.9

Net cash provided by financing activities	$	3,585.7	$	4,060.6

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	Three Months Ended March 31,
	2023		2022
	(in millions)
Net increase in cash and cash equivalents	2,595.9		2,085.9
Cash, cash equivalents, and restricted cash at beginning of period	1,043.4		516.4
Cash, cash equivalents, and restricted cash at end of period	$	3,639.3	$	2,602.3

Supplemental disclosure:
Cash paid (refunded) during the period for:
Interest	$	329.5	$	25.9
Income taxes, net	(7.5)		24.2
Non-cash activities:

Transfers of mortgage-backed securities in settlement of secured borrowings	125.2		146.7
Net (decrease) increase in unfunded commitments and obligations	(5.5)		157.4
Net increase in unsettled loans HFI and investment securities purchased	31.8		569.1
Transfers of securitized loans HFS to AFS securities	43.9		40.4

Transfers of loans HFI to HFS unsold at period end, net of fair value loss adjustment	5,910.4		—

See accompanying Notes to Unaudited Consolidated Financial Statements.

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WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware. WAL provides a full spectrum of customized loan, deposit, and treasury management capabilities, including 24/7 funds transfer and other digital payment offerings through its wholly-owned banking subsidiary, WAB.

WAB operates the following full-service banking divisions: ABA, BON, FIB, Bridge, and TPB. The Company also serves business customers through a national platform of specialized financial services, including mortgage banking services through AmeriHome, and digital payment services for the class action legal industry through DST. In addition, the Company has the following non-bank subsidiaries: CSI, a captive insurance company formed and licensed under the laws of the State of Arizona and established as part of the Company's overall enterprise risk management strategy, and WATC, which provides corporate trust services and levered loan administration solutions.

Basis of presentation

The accompanying Unaudited Consolidated Financial Statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and Article 10 of Regulation S-X and, therefore, do not include all of the information and footnotes required by GAAP for complete financial statements. Accordingly, these statements should be read in conjunction with the Company's audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. The accounts of the Company and its consolidated subsidiaries are included in the Consolidated Financial Statements.

The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal, recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year.

Recent accounting pronouncements

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method

In March 2023, the FASB issued guidance within ASU 2023-02, Investments — Equity Method and Joint Ventures (Topic 323). The amendments in this update permit entities to elect to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. Previously this option was only permitted for LIHTC investments. Additionally, the amendments in this update require that all tax equity investments accounted for using the proportional amortization method apply the delayed equity contribution guidance in Subtopic 323-740 and disclosure of the nature of an entity's tax equity investments and their effect on an entity's financial position and results of operations.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and are applied on a modified retrospective or a retrospective basis. The adoption of this guidance is not expected to have a material impact on the Company's Consolidated Financial Statements.

Recently adopted accounting guidance

Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the FASB issued guidance within ASU 2022-02, Financial Instruments—Credit Losses (Topic 326). The amendments in this update eliminate the accounting guidance and related disclosures for TDRs by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty and requiring an entity to disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost.

The Company adopted this accounting guidance prospectively on January 1, 2023. The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

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Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates and judgments are ongoing and are based on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from those estimates and assumptions used in the Consolidated Financial Statements and related notes. Material estimates that are susceptible to significant changes in the near term relate to: 1) the determination of the ACL; 2) certain assets and liabilities carried at fair value; and 3) accounting for income taxes.

Principles of consolidation

As of March 31, 2023, WAL has the following significant wholly-owned subsidiaries: WAB and eight unconsolidated subsidiaries used as business trusts in connection with the issuance of trust-preferred securities.

WAB has the following significant wholly-owned subsidiaries: 1) WABT, which holds certain investment securities, municipal and nonprofit loans, and leases; 2) WA PWI, which holds interests in certain limited partnerships invested primarily in low income housing tax credits and small business investment corporations; 3) Helios Prime, which holds interests in certain limited partnerships invested in renewable energy projects; 4) BW Real Estate, Inc., which operates as a real estate investment trust and holds certain of WAB's real estate loans and related securities; and 5) Western Finance Company, which purchases and originates equipment finance leases and provides mortgage banking services through its wholly-owned subsidiary, AmeriHome.

The Company does not have any other significant entities that should be consolidated. All significant intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts in the Consolidated Income Statements for the prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net income or stockholders’ equity as previously reported.

Goodwill and other intangible assets

The Company evaluated whether the recent events in the banking sector may give rise to a triggering event and elected to perform a Step 0 goodwill impairment assessment, which included analyzing qualitative factors applicable to the Company, the financial performance of the Company, and valuation metrics of publicly traded companies comparable to the Company and its reporting units. As of March 31, 2023, the Company does not believe that these events or circumstances have significantly altered the long-term financial performance of the Company. Accordingly, it was determined that it is more likely than not that the fair value of the Company and its reporting units exceeds their respective carrying values as of March 31, 2023. The Company's goodwill totaled $527 million at March 31, 2023 and December 31, 2022, with $290 million and $237 million allocated to the Commercial and Consumer Related segments, respectively.

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2. INVESTMENT SECURITIES

The carrying amounts and fair values of investment securities at March 31, 2023 and December 31, 2022 are summarized as follows:


	March 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
	(in millions)
Held-to-maturity
Private label residential MBS	$	195	$	—	$	(38)	$	157
Tax-exempt	1,130		2		(104)		1,028
Total HTM securities	$	1,325	$	2	$	(142)	$	1,185

Available-for-sale debt securities
CLO	$	2,499	$	—	$	(63)	$	2,436
Commercial MBS issued by GSEs	70		—		(8)		62
Corporate debt securities	411		—		(53)		358

Private label residential MBS	1,399		—		(224)		1,175
Residential MBS issued by GSEs	2,136		1		(349)		1,788
Tax-exempt	945		1		(86)		860

U.S. Treasury securities	900		—		—		900
Other	74		3		(11)		66
Total AFS debt securities	$	8,434	$	5	$	(794)	$	7,645


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)		Fair Value
	(in millions)
Held-to-maturity
Private label residential MBS	$	198	$	—	$	(39)	$	159
Tax-exempt	1,091		—		(138)		953
Total HTM securities	$	1,289	$	—	$	(177)	$	1,112

Available-for-sale debt securities
CLO	$	2,796	$	—	$	(90)	$	2,706
Commercial MBS issued by GSEs	104		1		(8)		97
Corporate debt securities	429		—		(39)		390

Private label residential MBS	1,442		—		(243)		1,199
Residential MBS issued by GSEs	2,123		—		(383)		1,740
Tax-exempt	1,004		2		(115)		891


Other	75		6		(12)		69
Total AFS debt securities	$	7,973	$	9	$	(890)	$	7,092

In addition, the Company held equity securities, which primarily consisted of preferred stock and CRA investments, with a fair value of $141 million and $160 million at March 31, 2023 and December 31, 2022, respectively. Unrealized losses on equity securities of $8.5 million and $6.7 million for the three months ended March 31, 2023 and 2022, respectively, were recognized in earnings as a component of fair value loss adjustments.

Securities with carrying amounts of approximately $6.5 billion and $1.7 billion at March 31, 2023 and December 31, 2022, respectively, were pledged for various purposes as required or permitted by law.

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The following tables summarize the Company's AFS debt securities in an unrealized loss position at March 31, 2023 and December 31, 2022, aggregated by major security type and length of time in a continuous unrealized loss position:


	March 31, 2023
	Less Than Twelve Months				More Than Twelve Months				Total
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(in millions)




Available-for-sale debt securities
CLO	$	39	$	1,613	$	24	$	813	$	63	$	2,426
Commercial MBS issued by GSEs	1		23		8		37		9		60
Corporate debt securities (1)	6		61		47		290		53		351
Private label residential MBS	8		97		216		1,064		224		1,161
Residential MBS issued by GSEs	7		222		342		1,525		349		1,747
Tax-exempt	8		249		78		588		86		837

U.S. Treasury securities	—		892		—		—		—		892
Other	2		18		8		36		10		54
Total AFS securities	$	71	$	3,175	$	723	$	4,353	$	794	$	7,528

(1)Includes securities with an ACL that have a fair value of $87 million and unrealized losses of $20 million.


	December 31, 2022
	Less Than Twelve Months				More Than Twelve Months				Total
	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
	(in millions)




Available-for-sale debt securities
CLO	$	81	$	2,467	$	9	$	216	$	90	$	2,683
Commercial MBS issued by GSEs	4		46		4		14		8		60
Corporate debt securities	28		263		11		120		39		383
Private label residential MBS	27		279		216		912		243		1,191
Residential MBS issued by GSEs	82		600		301		1,101		383		1,701
Tax-exempt	93		752		22		78		115		830


Other	4		26		8		26		12		52
Total AFS securities	$	319	$	4,433	$	571	$	2,467	$	890	$	6,900

The total number of AFS debt securities in an unrealized loss position at March 31, 2023 was 811, compared to 832 at December 31, 2022.

On a quarterly basis, the Company performs an impairment analysis on its AFS debt securities that are in an unrealized loss position at the end of the period to determine whether credit losses should be recognized on these securities.

Qualitative considerations made by the Company in its impairment analysis are further discussed below.

Government Issued Securities

Commercial and residential MBS are issued by either government agencies or GSEs. These securities are either explicitly or implicitly guaranteed by the U.S. government and are highly rated by major rating agencies. Further, principal and interest payments on these securities continue to be made on a timely basis.

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Non-Government Issued Securities

Qualitative factors used in the Company's credit loss assessment of its securities that are not issued and guaranteed by the U.S. government include consideration of any adverse conditions related to a specific security, industry, or geographic region of its securities, any credit ratings below investment grade, the payment structure of the security and the likelihood of the issuer to be able to make payments that increase in the future, and failure of the issuer to make any scheduled principal or interest payments.

For the Company's corporate debt and tax-exempt securities, the Company also considers various metrics of the issuer including days of cash on hand, the ratio of long-term debt to total assets, the net change in cash between reporting periods, and consideration of any breach in covenant requirements. The Company's corporate debt securities are investment grade, issuers continue to make timely principal and interest payments, and the unrealized losses on these security portfolios primarily relate to changes in interest rates and other market conditions that are not considered to be credit-related issues. The Company continues to receive timely principal and interest payments on its tax-exempt securities and the majority of these issuers have revenues pledged for payment of debt service prior to payment of other types of expenses.

In consideration of recent events related to the banking sector, the Company performed a targeted impairment analysis on its AFS debt securities issued by regional banks held in its corporate debt securities portfolio. The Company considered the issuer's credit ratings, probability of default, and other factors. As a result of the analysis, a $19.3 million provision for credit losses was recognized during the three months ended March 31, 2023, which included recognition of a $17.1 million charge-off for one debt security issued by a regional bank that was sold during the period. The Company does not intend to sell and it is more likely than not that the Company will not be required to sell the remainder of these regional bank debt securities prior to their anticipated recovery, therefore, no credit losses on the Company's remaining AFS securities portfolio have not been recognized during the three months ended March 31, 2023.

For the Company's private label residential MBS, which consist of non-agency collateralized mortgage obligations that are secured by pools of residential mortgage loans, the Company also considers metrics such as securitization risk weight factor, current credit support, whether there were any mortgage principal losses resulting from defaults in payments on the underlying mortgage collateral, and the credit default rate over the last twelve months. These securities primarily carry investment grade credit ratings, principal and interest payments on these securities continue to be made on a timely basis, and credit support for these securities is considered adequate.

The Company's CLO portfolio consists of highly rated securitization tranches, containing pools of medium to large-sized corporate, high yield loans. These are variable rate securities that have an investment grade rating of Single-A or better. Unrealized losses on these securities are primarily a function of the differential from the offer price and the valuation mid-market price as well as changes in interest rates.

Unrealized losses on the Company's other securities portfolio relate to taxable municipal and trust preferred securities. The Company is continuing to receive timely principal and interest payments on its taxable municipal securities, these securities continue to be highly rated and the number of days of cash on hand is strong. The Company's trust preferred securities are investment grade and the issuers continue to make timely principal and interest payments.

The following table presents a rollforward by major security type of the ACL on the Company's AFS debt securities:


	Three Months Ended March 31, 2023
	Balance, December 31, 2022		Provision for Credit Losses		Charge-offs		Recoveries		Balance, March 31, 2023
	(in millions)
Available for sale securities
Corporate debt securities	$	—	$	19.3	$	(17.1)	$	—	$	2.2

There were no credit losses recognized on AFS securities during the three months ended March 31, 2022.

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The credit loss model under ASC 326-20, applicable to HTM debt securities, requires recognition of lifetime expected credit losses through an allowance account at the time the security is purchased.

The following table presents a rollforward by major security type of the ACL on the Company's HTM debt securities:


	Three Months Ended March 31, 2023
	Balance, December 31, 2022		Provision for Credit Losses		Charge-offs		Recoveries		Balance, March 31, 2023
	(in millions)
Held-to-maturity debt securities
Tax-exempt	$	5.2	$	1.3	$	—	$	—	$	6.5


	Three Months Ended March 31, 2022:
	Balance, December 31, 2021		Provision for Credit Losses		Charge-offs		Recoveries		Balance March 31, 2022
	(in millions)
Held-to-maturity debt securities
Tax-exempt	$	5.2	$	(2.0)	$	—	$	—	$	3.2

No allowance has been recognized on the Company's HTM private label residential MBS as losses are not expected due to the Company holding a senior position in these securities.

Accrued interest receivable on HTM securities totaled $4 million at March 31, 2023 and December 31, 2022, and is excluded from the estimate of expected credit losses.

The following tables summarize the carrying amount of the Company’s investment ratings position as of March 31, 2023 and December 31, 2022, which are updated quarterly and used to monitor the credit quality of the Company's securities:


	March 31, 2023
	AAA		Split-rated AAA/AA+		AA+ to AA-		A+ to A-		BBB+ to BBB-		BB+ and below		Unrated		Totals
	(in millions)
Held-to-maturity
Private label residential MBS	$	—	$	—	$	—	$	—	$	—	$	—	$	195	$	195
Tax-exempt	—		—		—		—		—		—		1,130		1,130
Total HTM securities (1)	$	—	$	—	$	—	$	—	$	—	$	—	$	1,325	$	1,325

Available-for-sale debt securities
CLO	$	205	$	—	$	2,138	$	93	$	—	$	—	$	—	$	2,436
Commercial MBS issued by GSEs	—		62		—		—		—		—		—		62
Corporate debt securities	—		—		—		72		227		59		—		358
Private label residential MBS	1,133		—		42		—		—		—		—		1,175
Residential MBS issued by GSEs	—		1,788		—		—		—		—		—		1,788
Tax-exempt	11		16		380		392		—		—		61		860

U.S. Treasury securities	—		900		—		—		—		—		—		900
Other	—		—		9		9		29		3		16		66
Total AFS securities (1)	$	1,349	$	2,766	$	2,569	$	566	$	256	$	62	$	77	$	7,645

Equity securities
Common stock	$	—	$	—	$	—	$	—	$	—	$	—	$	3	$	3
CRA investments	—		25		—		—		—		—		14		39
Preferred stock	—		—		—		—		71		18		10		99
Total equity securities (1)	$	—	$	25	$	—	$	—	$	71	$	18	$	27	$	141

(1)For rated securities, if ratings differ, the Company uses an average of the available ratings by major credit agencies.

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	December 31, 2022
	AAA		Split-rated AAA/AA+		AA+ to AA-		A+ to A-		BBB+ to BBB-		BB+ and below		Unrated		Totals
	(in millions)
Held-to-maturity
Private label residential MBS	$	—	$	—	$	—	$	—	$	—	$	—	$	198	$	198
Tax-exempt	—		—		—		—		—		—		1,091		1,091
Total HTM securities (1)	$	—	$	—	$	—	$	—	$	—	$	—	$	1,289	$	1,289

Available-for-sale debt securities
CLO	$	310	$	—	$	2,121	$	275	$	—	$	—	$	—	$	2,706
Commercial MBS issued by GSEs	—		97		—		—		—		—		—		97
Corporate debt securities	—		—		—		74		316		—		—		390
Private label residential MBS	1,158		—		41		—		—		—		—		1,199
Residential MBS issued by GSEs	—		1,740		—		—		—		—		—		1,740
Tax-exempt	11		15		392		425		—		—		48		891


Other	—		—		9		9		27		6		18		69
Total AFS securities (1)	$	1,479	$	1,852	$	2,563	$	783	$	343	$	6	$	66	$	7,092

Equity securities
Common stock	$	—	$	—	$	—	$	—	$	—	$	—	$	3	$	3
CRA investments	—		24		—		—		—		—		25		49
Preferred stock	—		—		—		—		82		17		9		108
Total equity securities (1)	$	—	$	24	$	—	$	—	$	82	$	17	$	37	$	160

(1)For rated securities, if ratings differ, the Company uses an average of the available ratings by major credit agencies.

A security is considered to be past due once it is 30 days contractually past due under the terms of the agreement. As of March 31, 2023, the Company did not have a significant amount of investment securities that were past due or on nonaccrual status.

The amortized cost and fair value of the Company's debt securities as of March 31, 2023, by contractual maturities, are shown below. MBS are shown separately as individual MBS are comprised of pools of loans with varying maturities. Therefore, these securities are listed separately in the maturity summary.


	March 31, 2023
	Amortized Cost		Estimated Fair Value
	(in millions)
Held-to-maturity
Due in one year or less	$	9	$	8
After one year through five years	18		18
After five years through ten years	33		32
After ten years	1,070		969
Mortgage-backed securities	195		158
Total HTM securities	$	1,325	$	1,185

Available-for-sale
Due in one year or less	$	910	$	910
After one year through five years	166		151
After five years through ten years	879		828
After ten years	2,874		2,731
Mortgage-backed securities	3,605		3,025
Total AFS securities	$	8,434	$	7,645

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The following table presents gross gains and losses on sales of investment securities:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Available-for-sale securities
Gross gains	$	3.4	$	6.9
Gross losses	(15.9)		—
Net (losses) gains on AFS securities	$	(12.5)	$	6.9

During the three months ended March 31, 2023, the Company sold securities with a carrying value of $459 million and recognized a net loss of $12.5 million. The sale of CLOs was executed as part of the Company's balance sheet repositioning strategy and resulted in the gross losses above. Sales of MBS and tax-exempt municipal securities were completed to secure gains. During the three months ended March 31, 2022, the Company sold certain AFS securities with a carrying value of $107 million for a gain of $6.9 million as part of the Company's interest rate management actions to secure gains on securities, primarily tax-exempt municipal securities that were purchased at a discount at the onset of the COVID-19 pandemic.

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3. LOANS HELD FOR SALE

The Company purchases and originates residential mortgage loans to be sold or securitized through its AmeriHome mortgage banking business channel. In addition, the Company transferred $5.9 billion of loans (primarily commercial and industrial loans) to HFS as of March 31, 2023, net of a fair value loss adjustment of $123.5 million.

The following is a summary of loans HFS by type:


	March 31, 2023		December 31, 2022
	(in millions)
Government-insured or guaranteed:
EBO (1)	$	5	$	—
Non-EBO	551		591
Total government-insured or guaranteed	$	556	$	591
Agency-conforming	556		593
Total government-insured and agency-conforming	$	1,112	$	1,184
Transferred to HFS:



Commercial and industrial	$	5,326	$	—
CRE-investor	107		—
Residential	477		—
Total transferred to HFS	$	5,910	$	—
Total loans HFS	$	7,022	$	1,184

(1) EBO loans are delinquent FHA, VA, or USDA loans repurchased under the terms of the GNMA MBS program that can be repooled or resold when loans are brought current either through the borrower's reperformance or through completion of a loan modification.

The following is a summary of the net gain on loan purchase, origination, and sale activities on residential mortgage loans to be sold or securitized:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Mortgage servicing rights capitalized upon sale of loans	$	142.4	$	204.1
Net proceeds from sale of loans (1)	(107.4)		(336.9)
Provision for and change in estimate of liability for losses under representations and warranties, net	2.4		0.8
Change in fair value	6.6		(66.2)

Change in fair value of derivatives:
Unrealized (loss) gain on derivatives	(22.2)		81.2
Realized (loss) gain on derivatives	(2.4)		135.6
Total change in fair value of derivatives	(24.6)		216.8
Net gain on residential mortgage loans HFS	$	19.4	$	18.6
Loan acquisition and origination fees	12.0		18.3
Net gain on loan origination and sale activities	$	31.4	$	36.9

(1) Represents the difference between cash proceeds received upon settlement and loan basis.

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4. LOANS, LEASES AND ALLOWANCE FOR CREDIT LOSSES

The composition of the Company's HFI loan portfolio is as follows:


	March 31, 2023		December 31, 2022
	(in millions)
Warehouse lending	$	4,788	$	5,561
Municipal & nonprofit	1,543		1,524
Tech & innovation	2,471		2,293
Equity fund resources	971		3,717
Other commercial and industrial	5,912		7,793
CRE - owner occupied	1,645		1,656
Hotel franchise finance	3,900		3,807
Other CRE - non-owner occupied	5,650		5,457
Residential	13,435		13,996
Residential - EBO	1,538		1,884
Construction and land development	4,388		3,995
Other	194		179
Total loans HFI	46,435		51,862
Allowance for credit losses	(305)		(310)
Total loans HFI, net of allowance	$	46,130	$	51,552

Loans classified as HFI are stated at the amount of unpaid principal, adjusted for net deferred fees and costs, premiums and discounts on acquired and purchased loans, and an ACL. Net deferred loan fees of $126 million and $141 million reduced the carrying value of loans as of March 31, 2023 and December 31, 2022, respectively. Net unamortized purchase premiums on acquired and purchased loans of $191 million and $195 million increased the carrying value of loans as of March 31, 2023 and December 31, 2022, respectively.

Nonaccrual and Past Due Loans

Loans are placed on nonaccrual status when management determines that the full repayment of principal and collection of interest according to contractual terms is no longer likely, generally when the loan becomes 90 days or more past due.

The following tables present nonperforming loan balances by loan portfolio segment:


	March 31, 2023
	Nonaccrual with No Allowance for Credit Loss		Nonaccrual with an Allowance for Credit Loss		Total Nonaccrual		Loans Past Due 90 Days or More and Still Accruing
	(in millions)

Municipal & nonprofit	$	—	$	13	$	13	$	—
Tech & innovation	—		9		9		—

Other commercial and industrial	20		9		29		—
CRE - owner occupied	19		2		21		—

Other CRE - non-owner occupied	3		2		5		—
Residential	—		28		28		1
Residential - EBO	—		—		—		495
Construction and land development	2		—		2		—

Total	$	44	$	63	$	107	$	496

Loans contractually delinquent by 90 days or more and still accruing totaled $496 million at March 31, 2023 and consisted of primarily government guaranteed EBO residential loans.

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	December 31, 2022
	Nonaccrual with No Allowance for Credit Loss		Nonaccrual with an Allowance for Credit Loss		Total Nonaccrual		Loans Past Due 90 Days or More and Still Accruing
	(in millions)

Municipal & nonprofit	$	—	$	7	$	7	$	—
Tech & innovation	—		1		1		—

Other commercial and industrial	1		23		24		—
CRE - owner occupied	10		2		12		—
Hotel franchise finance	—		10		10		—
Other CRE - non-owner occupied	5		3		8		—
Residential	—		19		19		—
Residential - EBO	—		—		—		582
Construction and land development	4		—		4		—

Total	$	20	$	65	$	85	$	582

The reduction in interest income associated with loans on nonaccrual status was approximately $0.8 million and $1.1 million for the three months ended March 31, 2023 and 2022, respectively.

The following table presents an aging analysis of past due loans by loan portfolio segment:


	March 31, 2023
	Current		30-59 Days Past Due		60-89 Days Past Due		Over 90 days Past Due		Total Past Due		Total
	(in millions)
Warehouse lending	$	4,788	$	—	$	—	$	—	$	—	$	4,788
Municipal & nonprofit	1,523		20		—		—		20		1,543
Tech & innovation	2,471		—		—		—		—		2,471
Equity fund resources	971		—		—		—		—		971
Other commercial and industrial	5,912		—		—		—		—		5,912
CRE - owner occupied	1,645		—		—		—		—		1,645
Hotel franchise finance	3,900		—		—		—		—		3,900
Other CRE - non-owner occupied	5,650		—		—		—		—		5,650
Residential	13,394		32		5		4		41		13,435
Residential - EBO	720		178		108		532		818		1,538
Construction and land development	4,388		—		—		—		—		4,388
Other	194		—		—		—		—		194
Total loans	$	45,556	$	230	$	113	$	536	$	879	$	46,435


	December 31, 2022
	Current		30-59 Days Past Due		60-89 Days Past Due		Over 90 days Past Due		Total Past Due		Total
	(in millions)
Warehouse lending	$	5,561	$	—	$	—	$	—	$	—	$	5,561
Municipal & nonprofit	1,524		—		—		—		—		1,524
Tech & innovation	2,270		23		—		—		23		2,293
Equity fund resources	3,717		—		—		—		—		3,717
Other commercial and industrial	7,791		2		—		—		2		7,793
CRE - owner occupied	1,656		—		—		—		—		1,656
Hotel franchise finance	3,807		—		—		—		—		3,807
Other CRE - non-owner occupied	5,454		3		—		—		3		5,457
Residential	13,955		37		4		—		41		13,996
Residential - EBO	969		217		116		582		915		1,884
Construction and land development	3,995		—		—		—		—		3,995
Other	178		1		—		—		1		179
Total loans	$	50,877	$	283	$	120	$	582	$	985	$	51,862

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Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually to classify the loans as to credit risk. This analysis is performed on a quarterly basis. The following tables present risk ratings by loan portfolio segment and origination year. The origination year is the year of origination or renewal.


	Term Loan Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Total
March 31, 2023	2023		2022		2021		2020		2019		Prior
	(in millions)
Warehouse lending
Pass	$	555	$	566	$	53	$	156	$	—	$	—	$	3,458	$	4,788
Special mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		—		—		—
Total	$	555	$	566	$	53	$	156	$	—	$	—	$	3,458	$	4,788
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Municipal & nonprofit
Pass	$	2	$	114	$	196	$	187	$	71	$	953	$	—	$	1,523
Special mention	—		7		—		—		—		—		—		7
Classified	—		—		—		—		6		7		—		13
Total	$	2	$	121	$	196	$	187	$	77	$	960	$	—	$	1,543
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Tech & innovation
Pass	$	127	$	812	$	324	$	85	$	56	$	5	$	978	$	2,387
Special mention	3		27		8		6		—		—		10		54
Classified	4		5		16		3		—		—		2		30
Total	$	134	$	844	$	348	$	94	$	56	$	5	$	990	$	2,471
Current period gross charge-offs	$	2	$	—	$	—	$	—	$	—	$	—	$	—	$	2

Equity fund resources
Pass	$	93	$	105	$	133	$	11	$	12	$	3	$	614	$	971
Special mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		—		—		—
Total	$	93	$	105	$	133	$	11	$	12	$	3	$	614	$	971
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other commercial and industrial
Pass	$	520	$	1,773	$	579	$	237	$	158	$	281	$	2,300	$	5,848
Special mention	14		1		—		—		—		—		—		15
Classified	—		2		35		7		2		3		—		49
Total	$	534	$	1,776	$	614	$	244	$	160	$	284	$	2,300	$	5,912
Current period gross charge-offs	$	—	$	—	$	6	$	1	$	—	$	—	$	—	$	7

CRE - owner occupied
Pass	$	30	$	357	$	350	$	169	$	146	$	527	$	25	$	1,604
Special mention	—		—		—		—		—		1		—		1
Classified	—		—		14		7		5		8		6		40
Total	$	30	$	357	$	364	$	176	$	151	$	536	$	31	$	1,645
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Hotel franchise finance
Pass	$	345	$	1,696	$	660	$	53	$	527	$	281	$	118	$	3,680
Special mention	—		—		—		—		—		8		—		8
Classified	19		9		20		26		114		24		—		212
Total	$	364	$	1,705	$	680	$	79	$	641	$	313	$	118	$	3,900
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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	Term Loan Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Total
March 31, 2023	2023		2022		2021		2020		2019		Prior
	(in millions)

Other CRE - non-owner occupied
Pass	$	429	$	2,339	$	1,093	$	871	$	260	$	294	$	199	$	5,485
Special mention	—		45		38		28		2		1		21		135
Classified	—		—		5		—		20		5		—		30
Total	$	429	$	2,384	$	1,136	$	899	$	282	$	300	$	220	$	5,650
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential
Pass	$	81	$	3,645	$	8,312	$	837	$	282	$	221	$	29	$	13,407
Special mention	—		—		—		—		—		—		—		—
Classified	—		12		12		—		3		1		—		28
Total	$	81	$	3,657	$	8,324	$	837	$	285	$	222	$	29	$	13,435
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential - EBO
Pass	$	—	$	3	$	252	$	618	$	329	$	336	$	—	$	1,538
Special mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		—		—		—
Total	$	—	$	3	$	252	$	618	$	329	$	336	$	—	$	1,538
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Construction and land development
Pass	$	339	$	1,653	$	755	$	249	$	6	$	2	$	1,255	$	4,259
Special mention	—		—		—		99		—		—		—		99
Classified	—		2		28		—		—		—		—		30
Total	$	339	$	1,655	$	783	$	348	$	6	$	2	$	1,255	$	4,388
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other
Pass	$	10	$	18	$	9	$	14	$	5	$	66	$	71	$	193
Special mention	—		—		—		—		—		1		—		1
Classified	—		—		—		—		—		—		—		—
Total	$	10	$	18	$	9	$	14	$	5	$	67	$	71	$	194
Current period gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total by Risk Category
Pass	$	2,531	$	13,081	$	12,716	$	3,487	$	1,852	$	2,969	$	9,047	$	45,683
Special mention	17		80		46		133		2		11		31		320
Classified	23		30		130		43		150		48		8		432
Total	$	2,571	$	13,191	$	12,892	$	3,663	$	2,004	$	3,028	$	9,086	$	46,435

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	Term Loan Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Total
December 31, 2022	2022		2021		2020		2019		2018		Prior
	(in millions)








Warehouse lending
Pass	$	397	$	41	$	152	$	—	$	—	$	—	$	4,928	$	5,518
Special mention	43		—		—		—		—		—		—		43
Classified	—		—		—		—		—		—		—		—
Total	$	440	$	41	$	152	$	—	$	—	$	—	$	4,928	$	5,561

Municipal & nonprofit
Pass	$	107	$	185	$	187	$	78	$	43	$	917	$	—	$	1,517
Special mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		7		—		7
Total	$	107	$	185	$	187	$	78	$	43	$	924	$	—	$	1,524

Tech & innovation
Pass	$	813	$	374	$	87	$	66	$	4	$	1	$	853	$	2,198
Special mention	36		22		3		—		—		—		20		81
Classified	2		12		—		—		—		—		—		14
Total	$	851	$	408	$	90	$	66	$	4	$	1	$	873	$	2,293

Equity fund resources
Pass	$	1,020	$	1,189	$	191	$	16	$	—	$	—	$	1,301	$	3,717
Special mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		—		—		—
Total	$	1,020	$	1,189	$	191	$	16	$	—	$	—	$	1,301	$	3,717

Other commercial and industrial
Pass	$	2,968	$	1,272	$	262	$	277	$	312	$	206	$	2,406	$	7,703
Special mention	—		44		—		—		—		—		3		47
Classified	3		21		10		3		3		1		2		43
Total	$	2,971	$	1,337	$	272	$	280	$	315	$	207	$	2,411	$	7,793

CRE - owner occupied
Pass	$	338	$	359	$	174	$	157	$	211	$	339	$	29	$	1,607
Special mention	—		—		—		—		—		1		—		1
Classified	—		14		7		1		5		10		11		48
Total	$	338	$	373	$	181	$	158	$	216	$	350	$	40	$	1,656









Hotel franchise finance
Pass	$	1,762	$	726	$	54	$	528	$	290	$	103	$	118	$	3,581
Special mention	—		—		26		—		—		—		—		26
Classified	18		20		—		117		45		—		—		200
Total	$	1,780	$	746	$	80	$	645	$	335	$	103	$	118	$	3,807

Other CRE - non-owner occupied
Pass	$	2,344	$	1,201	$	870	$	264	$	160	$	218	$	315	$	5,372
Special mention	3		38		—		12		—		—		1		54
Classified	—		4		—		12		10		5		—		31
Total	$	2,347	$	1,243	$	870	$	288	$	170	$	223	$	316	$	5,457

Residential
Pass	$	4,041	$	8,474	$	878	$	308	$	150	$	90	$	36	$	13,977
Special mention	—		—		—		—		—		—		—		—
Classified	6		9		—		3		1		—		—		19
Total	$	4,047	$	8,483	$	878	$	311	$	151	$	90	$	36	$	13,996

Residential - EBO
Pass	$	3	$	268	$	712	$	454	$	191	$	256	$	—	$	1,884
Special mention	—		—		—		—		—		—		—		—
Classified	—		—		—		—		—		—		—		—
Total	$	3	$	268	$	712	$	454	$	191	$	256	$	—	$	1,884

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	Term Loan Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Total
December 31, 2022	2022		2021		2020		2019		2018		Prior
	(in millions)
Construction and land development
Pass	$	1,533	$	815	$	273	$	14	$	—	$	—	$	1,258	$	3,893
Special mention	—		—		98		—		—		—		—		98
Classified	—		—		—		4		—		—		—		4
Total	$	1,533	$	815	$	371	$	18	$	—	$	—	$	1,258	$	3,995

Other
Pass	$	23	$	10	$	13	$	5	$	2	$	61	$	64	$	178
Special mention	—		—		—		—		—		1		—		1
Classified	—		—		—		—		—		—		—		—
Total	$	23	$	10	$	13	$	5	$	2	$	62	$	64	$	179

Total by Risk Category
Pass	$	15,349	$	14,914	$	3,853	$	2,167	$	1,363	$	2,191	$	11,308	$	51,145
Special mention	82		104		127		12		—		2		24		351
Classified	29		80		17		140		64		23		13		366
Total	$	15,460	$	15,098	$	3,997	$	2,319	$	1,427	$	2,216	$	11,345	$	51,862

Restructurings for Borrowers Experiencing Financial Difficulty

The Company adopted the amendments in ASU 2022-02, which eliminated accounting guidance on TDR loans for creditors and requires enhanced disclosures for loan modifications to borrowers experiencing financial difficulty that were made on or after January 1, 2023. See “Note 1. Summary of Significant Accounting Policies” of these Notes to Unaudited Financial Statements for further discussion of the amendments in this update.

The following table presents the amortized cost of loans HFI that were modified during the period by loan portfolio segment:


	March 31, 2023
	Payment Delay and Term Extension		Term Extension		Payment Delay		Total		% of Total Class of Financing Receivable
	(in millions)


Tech & innovation	$	2	$	—	$	5	$	7	0.3	%



Hotel franchise finance	—		18		—		18		0.5

Residential	—		—		1		1		0.0



Total	$	2	$	18	$	6	$	26	0.1	%

None of the loans that were modified were in payment default and the loans remain current with contractual payments as of March 31, 2023.

In the normal course of business, the Company also modifies EBO loans, which are delinquent FHA, VA, or USDA insured or guaranteed loans repurchased under the terms of the GNMA MBS program and can be repooled or resold when loans are brought current. During the three months ended March 31, 2023, the Company completed modifications of EBO loans with an amortized cost of $57 million. These modifications were largely payment delays and term extensions, or both.

Troubled Debt Restructurings

Prior to the adoption of ASU 2022-02, the Company accounted for a modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a TDR. The loan terms that were modified or restructured due to a borrower’s financial situation included, but were not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, or deferral of interest payments. The majority of the Company's modifications were extensions in terms or deferral of payments which resulted in no lost principal or interest. Consistent with regulatory guidance, a TDR loan that was subsequently modified in another restructuring agreement but had shown sustained performance and classification as a TDR, was removed from TDR status provided that the modified terms were market-based at the time of modification.

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The following table presents TDR loans by loan portfolio segment:


	December 31, 2022
	Number of Loans	Recorded Investment





Other commercial and industrial	4	$	2
CRE - owner occupied	1	1
Hotel franchise finance	1	10
Other CRE - non-owner occupied	1	1




Total	7	$	14

As of December 31, 2022, the ACL on TDR loans totaled $4 million and there were no outstanding commitments on TDR loans.

During the three months ended March 31, 2022, the Company had one new TDR loan with a recorded investment of $4 million. No principal amounts were forgiven and there were no waived fees or other expenses resulting from this TDR.

A TDR loan was deemed to have a payment default when it became past due 90 days under the modified terms, went on nonaccrual status, or was restructured again. Payment defaults, along with other qualitative indicators, were considered by management in the determination of the ACL. During the three months ended March 31, 2022, there were no loans for which there was a payment default within 12 months following the modification.

Collateral-Dependent Loans

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment:


	March 31, 2023						December 31, 2022
	Real Estate Collateral		Other Collateral		Total		Real Estate Collateral		Other Collateral		Total
	(in millions)

Municipal & nonprofit	$	—	$	7	$	7	$	—	$	7	$	7
Tech & innovation	—		—		—		—		6		6

Other commercial and industrial	—		10		10		—		30		30
CRE - owner occupied	35		—		35		42		—		42
Hotel franchise finance	169		—		169		186		—		186
Other CRE - non-owner occupied	27		—		27		27		—		27


Construction and land development	30		—		30		4		—		4

Total	$	261	$	17	$	278	$	259	$	43	$	302

The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans, whether in the form of general deterioration or from other factors during the period ended March 31, 2023.

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Allowance for Credit Losses

The ACL consists of the ACL on funded loans HFI and an ACL on unfunded loan commitments. The ACL on HTM securities is estimated separately from loans, see "Note 3. Investment Securities" of these Notes to Unaudited Consolidated Financial Statements for further discussion. Management considers the level of ACL to be a reasonable and supportable estimate of expected credit losses inherent within the Company's HFI loan portfolio as of March 31, 2023.

The below tables reflect the activity in the ACL on loans HFI by loan portfolio segment, which includes an estimate of future recoveries:


	Three Months Ended March 31, 2023
	Balance, December 31, 2022		Provision for (Recovery of) Credit Losses		Charge-offs		Recoveries		Balance, March 31, 2023
	(in millions)
Warehouse lending	$	8.4	$	(1.8)	$	—	$	—	$	6.6
Municipal & nonprofit	15.9		2.5		—		—		18.4
Tech & innovation	30.8		7.4		1.8		—		36.4
Equity fund resources	6.4		(3.1)		—		—		3.3
Other commercial and industrial	85.9		(30.7)		7.3		(3.2)		51.1
CRE - owner occupied	7.1		1.5		—		—		8.6
Hotel franchise finance	46.9		0.8		—		—		47.7
Other CRE - non-owner occupied	47.4		19.0		—		—		66.4
Residential	30.4		1.3		—		—		31.7
Residential - EBO	—		—		—		—		—
Construction and land development	27.4		4.1		—		—		31.5
Other	3.1		—		0.1		—		3.0
Total	$	309.7	$	1.0	$	9.2	$	(3.2)	$	304.7


	Three Months Ended March 31, 2022
	Balance, December 31, 2021		Provision for (Recovery of) Credit Losses		Charge-offs		Recoveries		Balance, March 31, 2022
	(in millions)
Warehouse lending	$	3.0	$	(0.1)	$	—	$	—	$	2.9
Municipal & nonprofit	13.7		(0.3)		—		—		13.4
Tech & innovation	25.7		0.3		—		(2.0)		28.0
Equity fund resources	9.6		(3.0)		—		—		6.6
Other commercial and industrial	103.6		14.3		2.6		(0.4)		115.7
CRE - owner occupied	10.6		(2.5)		—		—		8.1
Hotel franchise finance	41.5		(10.9)		—		—		30.6
Other CRE - non-owner occupied	16.9		(1.6)		—		—		15.3
Residential	12.5		11.3		—		—		23.8
Construction and land development	12.5		(1.8)		—		—		10.7
Other	2.9		(0.4)		—		—		2.5
Total	$	252.5	$	5.3	$	2.6	$	(2.4)	$	257.6

Accrued interest receivable of $297 million and $304 million at March 31, 2023 and December 31, 2022, respectively, was excluded from the estimate of credit losses. Whereas, accrued interest receivable related to the Company's Residential-EBO loan portfolio segment was included in the estimate of credit losses and had an allowance of $8 million and $9 million, as of March 31, 2023 and December 31, 2022, respectively.

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In addition to the ACL on funded loans HFI, the Company maintains a separate ACL related to off-balance sheet credit exposures, including unfunded loan commitments. This allowance is included in Other liabilities on the Consolidated Balance Sheets.

The below table reflects the activity in the ACL on unfunded loan commitments:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Balance, beginning of period	$	47.0	$	37.6
Provision for credit losses	(2.2)		5.7
Balance, end of period	$	44.8	$	43.3

The following tables disaggregate the Company's ACL on funded loans HFI and loan balances by measurement methodology:


	March 31, 2023
	Loans						Allowance
	Collectively Evaluated for Credit Loss		Individually Evaluated for Credit Loss		Total		Collectively Evaluated for Credit Loss		Individually Evaluated for Credit Loss		Total
	(in millions)
Warehouse lending	$	4,788	$	—	$	4,788	$	6.6	$	—	$	6.6
Municipal & nonprofit	1,536		7		1,543		15.9		2.5		18.4
Tech & innovation	2,441		30		2,471		33.0		3.4		36.4
Equity fund resources	971		—		971		3.3		—		3.3
Other commercial and industrial	5,866		46		5,912		44.7		6.4		51.1
CRE - owner occupied	1,608		37		1,645		8.6		—		8.6
Hotel franchise finance	3,689		211		3,900		47.7		—		47.7
Other CRE - non-owner occupied	5,623		27		5,650		66.4		—		66.4
Residential	13,435		—		13,435		31.7		—		31.7
Residential EBO	1,538		—		1,538		—		—		—
Construction and land development	4,358		30		4,388		31.5		—		31.5
Other	194		—		194		3.0		—		3.0
Total	$	46,047	$	388	$	46,435	$	292.4	$	12.3	$	304.7


	December 31, 2022
	Loans						Allowance
	Collectively Evaluated for Credit Loss		Individually Evaluated for Credit Loss		Total		Collectively Evaluated for Credit Loss		Individually Evaluated for Credit Loss		Total
	(in millions)
Warehouse lending	$	5,561	$	—	$	5,561	$	8.4	$	—	$	8.4
Municipal & nonprofit	1,517		7		1,524		13.4		2.5		15.9
Tech & innovation	2,280		13		2,293		30.3		0.5		30.8
Equity fund resources	3,717		—		3,717		6.4		—		6.4
Other commercial and industrial	7,754		39		7,793		80.4		5.5		85.9
CRE - owner occupied	1,612		44		1,656		7.1		—		7.1
Hotel franchise finance	3,607		200		3,807		44.7		2.2		46.9
Other CRE - non-owner occupied	5,428		29		5,457		47.4		—		47.4
Residential	13,996		—		13,996		30.4		—		30.4
Residential EBO	1,884		—		1,884		—		—		—
Construction and land development	3,991		4		3,995		27.4		—		27.4
Other	179		—		179		3.1		—		3.1
Total	$	51,526	$	336	$	51,862	$	299.0	$	10.7	$	309.7

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Loan Purchases and Sales

Loan purchases, which consisted primarily of commercial and industrial and residential loans, during the three months ended March 31, 2023 totaled $511 million. Loan purchases during the three months ended March 31, 2022 totaled $2.4 billion and primarily consisted of residential loan purchases. There were no loans purchased with more-than-insignificant deterioration in credit quality during the three months ended March 31, 2023 and 2022.

During the three months ended March 31, 2023, the Company sold loans with a carrying value of approximately $915 million and recognized a net loss of $17.3 million on these loan sales. During the three months ended March 31, 2022, the Company did not have significant sales of loans HFI.

5. MORTGAGE SERVICING RIGHTS

The following table presents the changes in fair value of the Company's MSR portfolio related to its mortgage banking business and other information related to its servicing portfolio:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Balance, beginning of period	$	1,148	$	698

Additions from loans sold with servicing rights retained	142		204
MSRs sold	(350)		—
Change in fair value	(8)		81
Mark to market adjustments	3		—
Realization of cash flows	(25)		(33)
Balance, end of period	$	910	$	950

Unpaid principal balance of mortgage loans serviced for others	$	58,466	$	65,547

Changes in the fair value of MSRs are recorded as Net loan servicing revenue in the Consolidated Income Statement. Due to the regulatory capital impact of MSRs on capital ratios, the Company sells certain MSRs and related servicing advances in the normal course of business. During the three months ended March 31, 2023, MSR sales had an aggregate net sales price of $350 million and the UPB of loans underlying these sales totaled $19.5 billion. During the three months ended March 31, 2022, the Company did not have MSR sales. As of March 31, 2023 and December 31, 2022, the Company had a remaining receivable balance of $54 million and $39 million, respectively, related to holdbacks on MSR sales for servicing transfers, which were recorded in Other assets on the Consolidated Balance Sheet.

The Company receives loan servicing fees, net of subservicing costs, based on the UPB of the underlying loans. Loan servicing fees are collected from payments made by borrowers. The Company may receive other remuneration from rights to various borrower contracted fees, such as late charges, collateral reconveyance charges, and non-sufficient funds fees. Contractually specified servicing fees, late fees, and ancillary income associated with the Company's MSR portfolio totaled $62.9 million for the three months ended March 31, 2023 and $42.9 million for the three months ended March 31, 2022, which are recorded as Net loan servicing revenue in the Consolidated Income Statement.

In accordance with its contractual loan servicing obligations, the Company is required to advance funds to or on behalf of investors when borrowers do not make payments. The Company advances property taxes and insurance premiums for borrowers who have insufficient funds in escrow accounts, plus any other costs to preserve real estate properties. The Company may also advance funds to maintain, repair, and market foreclosed real estate properties. The Company is entitled to recover all or a portion of the advances from borrowers of reinstated and performing loans, from the proceeds of liquidated properties or from the government agency or GSE guarantor of charged-off loans. Servicing advances are charged-off when they are deemed to be uncollectible. As of March 31, 2023 and December 31, 2022, net servicing advances totaled $87 million and $102 million, respectively, which are recorded as Other assets on the Consolidated Balance Sheet.

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The following table presents the effect of hypothetical changes in the fair value of MSRs caused by assumed immediate changes in interest rates, discount rates, and prepayment speeds that are used to determine fair value:

March 31, 2023

(in millions)

Fair value of mortgage servicing rights

910

Increase (decrease) in fair value resulting from:

Interest rate change of 50 basis points

Adverse change

(52)

Favorable change

Discount rate change of 50 basis points

Increase

(18)

Decrease

Conditional prepayment rate change of 1%

Increase

(22)

Decrease

Cost to service change of 10%

Increase

(13)

Decrease

Sensitivities are hypothetical changes in fair value and cannot be extrapolated because the relationship of changes in assumptions to changes in fair value may not be linear. In addition, the offsetting effect of hedging activities are not contemplated in these results and further, the effect of a variation in a particular assumption is calculated without changing any other assumptions, whereas a change in one factor may result in changes to another. Accordingly, no assurance can be given that actual results would be consistent with the results of these estimates. As a result, actual future changes in MSR values may differ significantly from those reported.

6. DEPOSITS

The table below summarizes deposits by type:


	March 31, 2023		December 31, 2022
	(in millions)
Non-interest-bearing demand deposits	$	16,465	$	19,691
Interest-bearing transaction accounts	10,719		9,507
Savings and money market accounts	13,845		19,397
Time certificates of deposit ($250,000 or more)	4,998		3,815
Other time deposits	1,560		1,234
Total deposits	$	47,587	$	53,644

WAB is a participant in the IntraFi Network, a network that offers deposit placement services such as CDARS and ICS, and other reciprocal deposit networks which offer products that qualify large deposits for FDIC insurance. At March 31, 2023, the Company had $8.0 billion of reciprocal deposits, compared to $2.8 billion at December 31, 2022.

Brokered deposits provide an additional source of deposits and are placed with the Bank through third-party brokers. At March 31, 2023 and December 31, 2022, the Company reported wholesale brokered deposits of $8.1 billion and $4.8 billion, respectively. Brokered deposits of $8.1 billion at March 31, 2023 include $3.0 billion of reciprocal deposits that exceeded the $5.0 billion reciprocal deposits reporting exclusion threshold.

In addition, deposits for which the Company provides account holders with earnings credits or referral fees totaled $13.4 billion and $12.9 billion at March 31, 2023 and December 31, 2022, respectively. The Company incurred $85.6 million and $8.7 million in deposit related costs on these deposits during the three months ended March 31, 2023 and 2022, respectively. These costs are reported as Deposit costs in non-interest expense. The increase in these costs from the prior year is due to an increase in earnings credit rates as well as an increase in average deposit balances eligible for earnings credits or referral fees.

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7. OTHER BORROWINGS

The following table summarizes the Company’s borrowings as of March 31, 2023 and December 31, 2022:


	March 31, 2023		December 31, 2022
	(in millions)
Short-Term:
Federal funds purchased	$	400	$	640
BTFP advances	1,300		—
FHLB advances	11,000		4,300
Warehouse borrowings	566		—
Repurchase agreements	1,508		27
Secured borrowings	46		25
Total short-term borrowings	$	14,820	$	4,992
Long-Term:

AmeriHome senior notes, net of fair value adjustment	$	314	$	315
Credit linked notes, net of debt issuance costs	719		992
Total long-term borrowings	$	1,033	$	1,307

Total other borrowings	$	15,853	$	6,299

Short-Term Borrowings

Federal Funds Lines of Credit

The Company maintains overnight federal fund lines of credit totaling $1.1 billion as of March 31, 2023, which have rates comparable to the federal funds effective rate plus 0.10% to 0.20%.

FHLB and FRB Advances

The Company also maintains secured overnight lines of credit with the FHLB and the FRB. The Company’s borrowing capacity is determined based on collateral pledged, generally consisting of investment securities and loans, at the time of the borrowing. As of March 31, 2023 and December 31, 2022, the Company had additional available credit with the FHLB of approximately $676 million and $6.8 billion respectively. The weighted average rate on FHLB advances was 5.06% and 4.70% as of March 31, 2023 and December 31, 2022, respectively.

The FRB established the BTFP in March 2023, which offers loans of up to one year in length to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and mortgage-backed securities, and other qualifying assets as collateral valued at par. The rate for BTFP advances is the one-year overnight index swap rate plus 10 basis points and is fixed for the term of the advance. The weighted average rate on BTFP advances was 4.76% as of March 31, 2023. The Company had additional available credit of $54 million under the BTFP as of March 31, 2023. Other available credit with the FRB totaled $16.6 billion and $5.2 billion as of March 31, 2023 and December 31, 2022, respectively.

Warehouse Borrowings

Warehouse borrowing lines of credit are used to finance the acquisition of loans through the use of repurchase agreements. Repurchase agreements operate as financings under which the Company transfers loans to secure these borrowings. The borrowing amounts are based on the attributes of the collateralized loans and are defined in the repurchase agreement of each warehouse lender. The Company retains beneficial ownership of the transferred loans and will receive the loans from the lender upon full repayment of the borrowing. The repurchase agreements may require the Company to transfer additional assets to the lender in the event the estimated fair value of the existing transferred loans declines.

As of March 31, 2023, the Company had access to approximately $1.0 billion in uncommitted warehouse funding, of which $566 million was drawn at a weighted average borrowing rate of 5.09%. There were no warehouse borrowings outstanding at December 31, 2022.

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Repurchase Agreements

Other short-term borrowing sources available to the Company include securities and customer repurchase agreements. The Company's securities repurchase agreements are collateralized by CLO investments. The balance and weighted average rate on these agreements was $1.5 billion and 6.39%, respectively, as of March 31, 2023. There were no securities repurchase agreements outstanding at December 31, 2022.

The balance of customer repurchase agreements was $8 million and $27 million as of March 31, 2023 and December 31, 2022, respectively, and the weighted average rate was 0.22% and 0.15% as of March 31, 2023 and December 31, 2022, respectively.

Secured Borrowings

Secured borrowings consist of transfers of loans HFS not qualifying for sales accounting treatment. The weighted average interest rate on secured borrowings was 6.43% and 6.39% as of March 31, 2023 and December 31, 2022, respectively.

Long-Term Borrowings

AmeriHome Senior Notes

Prior to the Company's acquisition of AmeriHome, in October 2020, AmeriHome issued senior notes with an aggregate principal amount of $300 million, maturing on October 26, 2028. The senior notes accrue interest at a rate of 6.50% per annum, paid semiannually. The senior notes contain provisions that allow for redemption of up to 40% of the original aggregate principal amount of the notes during the first three years after issuance at a price equal to 106.50%, plus accrued and unpaid interest. After this three-year period, AmeriHome may redeem some or all of the senior notes at a price equal to 103.25% of the outstanding principal amount, plus accrued and unpaid interest. In 2025, the redemption price of these senior notes declines to 100% of the outstanding principal balance. The carrying amount of the senior notes includes a fair value adjustment (premium) of $19 million recognized as of the acquisition date that is being amortized over the term of the notes.

Credit Linked Notes

The Company entered into credit linked note transactions that effectively transfer the risk of first losses on certain pools of the Company’s warehouse and equity fund resource loans to the purchasers of these notes. In the event of a failure to pay by the relevant obligor, insolvency of the relevant obligor, or restructuring of such loans that results in a loss on a loan that is included in any of the reference pools, the principal balance of the notes will be reduced to the extent of such loss and a gain on recovery of credit guarantees will be recognized within non-interest income in the Consolidated Income Statement. The purchasers of the notes have the option to acquire the underlying reference loan in the event of obligor default. There have been no historical losses on the warehouse lines of credit and equity fund resource loans.

The Company also entered into credit linked note transactions that effectively transfer the risk of first losses on reference pools of the Company's loans purchased under its residential mortgage purchase program to the purchasers of the notes. The principal and interest payable on these notes may be reduced by a portion of the Company's loss on such loans if one of the following occurs with respect to a covered loan: (i) realized losses incurred by the Company on a loan following a liquidation of the loan or certain other events, or (ii) a modification of the loan resulting in a reduction in payments. The aggregate losses, if any, for each payment date will be allocated to reduce the class principal amount and (for modifications) the current interest of the notes in reverse order of class priority. Losses on residential mortgages have not generally been significant.

The Company's credit linked note issuances are detailed in the tables below:

March 31, 2023

Description

Issuance Date

Maturity Date

Interest Rate

Principal

Debt Issuance Costs

(in millions)

Residential mortgage loans (1)

December 12, 2022

October 25, 2052

SOFR + 7.80%

Residential mortgage loans (2)

June 30, 2022

April 25, 2052

SOFR + 6.00%

187

Equity fund resource loans (3)

June 23, 2022

June 30, 2028

SOFR + 6.75%

275

Residential mortgage loans (4)

December 29, 2021

July 25, 2059

SOFR + 4.67%

199

Total

755

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December 31, 2022

Description

Issuance Date

Maturity Date

Interest Rate

Principal

Debt Issuance Costs

(in millions)

Residential mortgage loans (1)

December 12, 2022

October 25, 2052

SOFR + 7.80%

Residential mortgage loans (2)

June 30, 2022

April 25, 2052

SOFR + 6.00%

189

Equity fund resource loans (3)

June 23, 2022

June 30, 2028

SOFR + 6.75%

300

Residential mortgage loans (4)

December 29, 2021

July 25, 2059

SOFR + 4.67%

202

Warehouse loans (5)

June 28, 2021

December 30, 2024

LIBOR + 5.50%

242

Total

1,028

(1) There are multiple classes of these notes, each with an interest rate of SOFR plus a spread that ranges from 2.25% to 11.00% (or, a weighted average spread of 7.80%) on a reference pool balance of $1.9 billion as of March 31, 2023 and December 31, 2022.

(2) There are multiple classes of these notes, each with an interest rate of SOFR plus a spread that ranges from 2.25% to 15.00% (or, a weighted average spread of 6.00%) on a reference pool balance of $3.7 billion and $3.8 billion as of March 31, 2023 and December 31, 2022, respectively.

(3) These notes had a reference pool balance of $1.5 billion and $1.6 billion as of March 31, 2023 and December 31, 2022, respectively.

(4) There are six classes of these notes, each with an interest rate of SOFR plus a spread that ranges from 3.15% to 8.50% (or, a weighted average spread of 4.67%) on a reference pool balance of $3.9 billion and $4.0 billion as of March 31, 2023 and December 31, 2022, respectively.

(5) These notes had a reference pool balance of $689 million as of December 31, 2022.

During the three months ended March 31, 2023, the Company recognized a gain on extinguishment of debt of $12.7 million related to the pay off of the credit linked note on its warehouse loans and a paydown of $25 million on the credit linked note on its equity fund resource loans.

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8. QUALIFYING DEBT

Subordinated Debt

The Company's subordinated debt issuances are detailed in the tables below:


March 31, 2023
Description	Issuance Date	Maturity Date	Interest Rate		Principal		Debt Issuance Costs
					(in millions)
WAL fixed-to-variable-rate (1)	June 2021	June 15, 2031	3.00	%	$	600	$	6
WAB fixed-to-variable-rate (2)	May 2020	June 1, 2030	5.25	%	225		1
Total					$	825	$	7


December 31, 2022
Description	Issuance Date	Maturity Date	Interest Rate		Principal		Debt Issuance Costs
					(in millions)
WAL fixed-to-variable-rate (1)	June 2021	June 15, 2031	3.00	%	$	600	$	7
WAB fixed-to-variable-rate (2)	May 2020	June 1, 2030	5.25	%	225		1
Total					$	825	$	8

(1) Notes are redeemable, in whole or in part, beginning on June 15, 2026 at their principal amount plus accrued and unpaid interest and has a fixed interest rate of 3.00%. The notes also convert to a variable rate of three-month SOFR plus 225 basis points on this date.

(2) Debt is redeemable, in whole or in part, on or after June 1, 2025 at its principal amount plus accrued and unpaid interest and has a fixed interest rate of 5.25% through June 1, 2025 and then converts to a variable rate per annum equal to three-month SOFR plus 512 basis points.

The carrying value of all subordinated debt issuances totaled $818 million and $817 million at March 31, 2023 and December 31, 2022, respectively.

Junior Subordinated Debt

The Company has formed or acquired through acquisition eight statutory business trusts, which exist for the exclusive purpose of issuing Cumulative Trust Preferred Securities.

With the exception of debt issued by Bridge Capital Trust I and Bridge Capital Trust II, junior subordinated debt is recorded at fair value at each reporting date due to the FVO election made by the Company under ASC 825. The Company did not make the FVO election for the junior subordinated debt acquired in the Bridge acquisition. Accordingly, the carrying value of these trusts does not reflect the current fair value of the debt and includes a fair market value adjustment established at acquisition that is being accreted over the remaining life of the trusts.

The carrying value of junior subordinated debt was $77 million and $76 million as of March 31, 2023 and December 31, 2022, respectively, with maturity dates ranging from 2033 through 2037. The weighted average interest rate of all junior subordinated debt as of March 31, 2023 was 7.53%, which is equal to three-month LIBOR plus the contractual spread of 2.34%, compared to a weighted average interest rate of 7.11% at December 31, 2022. Subsequent to June 30, 2023, interest rates on the Company's junior subordinated debt will be based on SOFR plus a spread adjustment.

In the event of certain changes or amendments to regulatory requirements or federal tax rules, the debt is redeemable in whole. The obligations under these instruments are fully and unconditionally guaranteed by the Company and rank subordinate and junior in right of payment to all other liabilities of the Company. Based on guidance issued by the FRB, the Company's securities continue to qualify as Tier 1 Capital.

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9. STOCKHOLDERS' EQUITY

Stock-Based Compensation

Restricted Stock Awards

Restricted stock awards granted to employees generally vest over a 3-year period and stock grants made to non-employee WAL directors generally vest over six months. The Company estimates the compensation cost for stock grants based upon the grant date fair value. Stock compensation expense is recognized on a straight-line basis over the requisite service period for the entire award. The aggregate grant date fair value for the restricted stock awards granted during the three months ended March 31, 2023 and 2022 was $44.5 million and $40.0 million, respectively. Stock compensation expense related to restricted stock awards granted to employees is included in Salaries and employee benefits in the Consolidated Income Statement. For restricted stock awards granted to WAL directors, the related stock compensation expense is included in Legal, professional, and directors' fees. For the three months ended March 31, 2023, the Company recognized $8.5 million in stock-based compensation expense related to these stock grants, compared to $7.1 million for the three months ended March 31, 2022.

Performance Stock Units

The Company grants performance stock units to members of its executive management that do not vest unless the Company achieves a specified cumulative EPS target and a TSR performance measure over a three-year performance period. The number of shares issued will vary based on the cumulative EPS target and relative TSR performance factor that is achieved. The Company estimates the cost of performance stock units based upon the grant date fair value and expected vesting percentage over the three-year performance period. During the three months ended March 31, 2023, the Company recognized a net reversal of stock-based compensation expense of $2.5 million on unvested performance stock units due to revised performance expectations, compared to $2.8 million in stock-based compensation expense for such units during the three months ended March 31, 2022.

The three-year performance period for the 2020 grant ended on December 31, 2022, and based on the Company's cumulative EPS and TSR performance measure for the performance period, these shares vested at 180% of the target award under the terms of the grant. As a result, 157,784 shares became fully vested and distributed to executive management in the first quarter of 2023.

The three-year performance period for the 2019 grant ended on December 31, 2021, and the Company's cumulative EPS and TSR performance measure for the performance period exceeded the level required for a maximum award under the terms of the grant. As a result, 203,646 shares became fully vested and were distributed to executive management in the first quarter of 2022.

Preferred Stock

The Company has 12,000,000 depositary shares outstanding, each representing a 1/400th ownership interest in a share of the Company’s 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Shares, Series A, par value $0.0001 per share, with a liquidation preference of $25 per depositary share (equivalent to $10,000 per share of Series A preferred stock). During the three months ended March 31, 2023 and 2022, the Company declared and paid a quarterly cash dividend of $0.27 per depositary share, for a total dividend payment to preferred shareholders of $3.2 million.

Common Stock Issuances

Pursuant to ATM Distribution Agreement

During the three months ended March 31, 2022, the Company sold 1.3 million shares under the ATM program at a weighted-average selling price of $86.78 per share for gross proceeds of $108.4 million. Sales under the ATM program were being made pursuant to a prospectus dated May 14, 2021 and prospectus supplements filed with the SEC in an offering of shares from the Company's shelf registration statement on Form S-3 (No. 333-256120). Total related offering costs were $0.7 million for the three months ended March 31, 2022, of which $0.4 million related to compensation costs paid to the distribution agent. There were no sales under the ATM program during the three months ended March 31, 2023 and as of March 31, 2023, the remaining number of shares that can be sold under this agreement totaled 1,107,769.

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Cash Dividend on Common Shares

During the three months ended March 31, 2023, the Company declared and paid a quarterly cash dividend of $0.36 per share, for a total dividend payment to shareholders of $39.4 million. During the three months ended March 31, 2022, the Company declared and paid a quarterly cash dividend of $0.35 per share, for a total dividend payment to shareholders of $37.3 million.

Treasury Shares

Treasury share purchases represent shares surrendered to the Company equal in value to the statutory payroll tax withholding obligations arising from the vesting of employee restricted stock awards. During the three months ended March 31, 2023, the Company purchased treasury shares of 143,404 at a weighted average price of $74.70 per share. During the three months ended March 31, 2022, the Company purchased treasury shares of 185,534 at a weighted average price of $93.51 per share.

10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax, for the periods indicated:


	Three Months Ended March 31,
	Unrealized holding gains (losses) on AFS securities		Unrealized holding losses on SERP		Unrealized holding gains (losses) on junior subordinated debt		Impairment loss on securities		Total
	(in millions)
Balance, December 31, 2022	$	(663.7)	$	(0.3)	$	3.0	$	—	$	(661.0)
Other comprehensive income (loss) before reclassifications	60.1		—		(1.1)		—		59.0
Amounts reclassified from AOCI	9.3		—		—		1.2		10.5
Net current-period other comprehensive income (loss)	69.4		—		(1.1)		1.2		69.5
Balance, March 31, 2023	$	(594.3)	$	(0.3)	$	1.9	$	1.2	$	(591.5)

Balance, December 31, 2021	$	16.7	$	(0.3)	$	(0.7)	$	—	$	15.7
Other comprehensive (loss) income before reclassifications	(247.9)		—		2.2		—		(245.7)
Amounts reclassified from AOCI	(5.1)		—		—		—		(5.1)
Net current-period other comprehensive (loss) income	(253.0)		—		2.2		—		(250.8)
Balance, March 31, 2022	$	(236.3)	$	(0.3)	$	1.5	$	—	$	(235.1)

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11. DERIVATIVES AND HEDGING ACTIVITIES

The Company is a party to various derivative instruments. The primary types of derivatives that the Company uses are interest rate contracts, forward purchase and sale commitments, and interest rate futures. Generally, these instruments are used to help manage the Company's exposure to interest rate risk related to IRLCs and its inventory of loans HFS and MSRs and also to meet client financing and hedging needs.

Derivatives are recorded at fair value on the Consolidated Balance Sheets, after taking into account the effects of bilateral collateral and master netting agreements. These agreements allow the Company to settle all derivative contracts held with the same counterparty on a net basis, and to offset net derivative positions with related cash collateral, where applicable.

Derivatives Designated in Hedge Relationships

The Company utilizes derivatives that have been designated as part of a hedge relationship in accordance with the applicable accounting guidance to minimize the exposure to changes in benchmark interest rates and volatility of net interest income and EVE to interest rate fluctuations. The primary derivative instruments used to manage interest rate risk are interest rate swaps, which convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) from either a fixed rate to a variable rate, or from a variable rate to a fixed rate.

The Company has pay fixed/receive variable interest rate swaps designated as fair value hedges of certain fixed rate loans. As a result, the Company receives variable-rate interest payments in exchange for making fixed-rate payments over the lives of the contracts without exchanging the notional amounts. The variable-rate interest payments are based on LIBOR and will convert to SOFR plus a spread adjustment upon the discontinuation of LIBOR in June 2023.

The Company also had pay fixed/receive variable interest rate swaps, designated as fair value hedges using the last-of-layer method to manage the exposure to changes in fair value associated with fixed rate loans, resulting from changes in the designated benchmark interest rate (federal funds rate). These last-of-layer hedges provided the Company the ability to execute a fair value hedge of the interest rate risk associated with a portfolio of similar prepayable assets whereby the last dollar amount estimated to remain in the portfolio of assets was identified as the hedged item. Under these interest rate swap contracts, the Company received a variable rate and paid a fixed rate on the outstanding notional amount. During the year ended December 31, 2021, the Company completed a partial discontinuation of one of its last-of-layer hedges, which reduced the total hedged amount on these hedges from $1.0 billion to $880 million. During the three months ended March 31, 2022, the Company discontinued the remaining portion of these last-of-layer hedges. The cumulative basis adjustment on the discontinued last-of-layer hedges totaled $31 million, which was allocated across the remaining loan pool upon termination of the hedges and is being amortized over the remaining term. At March 31, 2023, the remaining cumulative basis adjustment on the discontinued last-of-layer hedges totaled $18 million.

Derivatives Not Designated in Hedge Relationships

Management enters into certain foreign exchange derivative contracts, back-to-back interest rate contracts, and risk participation agreements which are not designated as accounting hedges. Foreign exchange derivative contracts include spot, forward, forward window, and swap contracts. The purpose of these derivative contracts is to mitigate foreign currency risk on transactions entered into, or on behalf of customers. Contracts with customers, along with the related derivative trades that the Company places, are both remeasured at fair value, and are referred to as economic hedges since they economically offset the Company's exposure. The Company's back-to-back interest rate contracts are used to allow customers to manage long-term interest rate risk. Risk participation agreements are entered into with lead banks in certain loan syndications to share in the risk of default on interest rate swaps on the participated loan.

The Company also uses derivative financial instruments to manage exposure to interest rate risk within its mortgage banking business related to IRLCs and its inventory of loans HFS and MSRs. The Company economically hedges the changes in fair value associated with changes in interest rates generally by utilizing forward sale commitments and interest rate futures.

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Fair Value Hedges

As of March 31, 2023 and December 31, 2022, the following amounts are reflected on the Consolidated Balance Sheets related to cumulative basis adjustments for outstanding fair value hedges:


	March 31, 2023				December 31, 2022
	Carrying Value of Hedged Assets/(Liabilities)		Cumulative Fair Value Hedging Adjustment (1)		Carrying Value of Hedged Assets/(Liabilities)		Cumulative Fair Value Hedging Adjustment (1)
	(in millions)
Loans HFI, net of deferred loan fees and costs	$	447	$	13	$	447	$	17

(1)Included in the carrying value of the hedged assets/(liabilities).

For the Company's derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings in the same line item as the offsetting loss or gain on the related interest rate swaps. For loans, the gain or loss on the hedged item is included in interest income, as shown in the table below.


	Three Months Ended March 31,
	2023				2022
Income Statement Classification	Gain/(Loss) on Swaps		Gain/(Loss) on Hedged Item		Gain/(Loss) on Swaps		Gain/(Loss) on Hedged Item
	(in millions)
Interest income	$	(4.3)	$	4.3	$	33.5	$	(33.4)

In addition to the gains and losses on the Company's outstanding fair value hedges presented in the above table, the Company recognized $3.0 million in interest income related to the amortization of the cumulative basis adjustment on its discontinued last-of-layer hedges during the three months ended March 31, 2023.

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Fair Values, Volume of Activity, and Gain/Loss Information Related to Derivative Instruments

The following table summarizes the fair value of the Company's derivative instruments on a gross basis as of March 31, 2023, December 31, 2022, and March 31, 2022. The change in the notional amounts of these derivatives from March 31, 2022 to March 31, 2023 indicates the volume of the Company's derivative transaction activity during these periods. The derivative asset and liability balances are presented on a gross basis, prior to the application of bilateral collateral and master netting agreements. Total derivative assets and liabilities are adjusted to take into account the impact of legally enforceable master netting agreements that allow the Company to settle all derivative contracts with the same counterparty on a net basis and to offset the net derivative position with the related cash collateral. Where master netting agreements are not in effect or are not enforceable under bankruptcy laws, the Company does not adjust those derivative amounts with counterparties.


	March 31, 2023						December 31, 2022						March 31, 2022
			Fair Value						Fair Value						Fair Value
	Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities		Notional Amount		Derivative Assets		Derivative Liabilities
	(in millions)
Derivatives designated as hedging instruments:
Fair value hedges
Interest rate swaps	$	470	$	14	$	1	$	476	$	18	$	—	$	499	$	2	$	23
Total	470		14		1		476		18		—		499		2		23

Derivatives not designated as hedging instruments (1):
Foreign currency contracts	$	189	$	2	$	1	$	250	$	1	$	9	$	151	$	1	$	2
Forward purchase contracts	7,814		34		5		2,709		1		13		5,019		4		65
Forward sales contracts	9,702		3		64		4,985		16		8		9,557		149		6
Futures purchase contracts (2)	138,422		—		—		150,943		—		—		202,818		—		—
Futures sales contracts (2)	148,132		—		—		159,649		—		—		219,617		—		—
Interest rate lock commitments	1,557		14		1		1,459		5		3		2,420		6		17
Interest rate contracts	1,983		5		6		1,538		6		6		64		—		—

Risk participation agreements	51		—		—		48		—		—		—		—		—
Total	$	307,850	$	58	$	77	$	321,581	$	29	$	39	$	439,646	$	160	$	90
Margin			5		(14)				4		1				—		65
Total, including margin	$	307,850	$	63	$	63	$	321,581	$	33	$	40	$	439,646	$	160	$	155

(1)Relate to economic hedging arrangements.

(2)The Company enters into forward purchase and sales contracts that are subject to daily remargining and almost all of which are based on three-month LIBOR to hedge against its MSR valuation exposure. The notional amount on these contracts is substantial as these contracts have a duration of only 0.25 years and are intended to cover the longer duration of MSR hedges.

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The fair value of derivative contracts, after taking into account the effects of master netting agreements, is included in other assets or other liabilities on the Consolidated Balance Sheets, as summarized in the table below:


	March 31, 2023						December 31, 2022						March 31, 2022
	Gross amount of recognized assets (liabilities)		Gross offset		Net assets (liabilities)		Gross amount of recognized assets (liabilities)		Gross offset		Net assets (liabilities)		Gross amount of recognized assets (liabilities)		Gross offset		Net assets (liabilities)
	(in millions)
Derivatives subject to master netting arrangements:
Assets
Forward purchase contracts	$	30	$	—	$	30	$	1	$	—	$	1	$	3	$	—	$	3
Forward sales contracts	3		—		3		13		—		13		149		—		149
Interest rate contracts	14		—		14		18		—		18		2		—		2
Margin	5		—		5		4		—		4		—		—		—
Netting	—		(38)		(38)		—		(17)		(17)		—		(130)		(130)
	$	52	$	(38)	$	14	$	36	$	(17)	$	19	$	154	$	(130)	$	24
Liabilities
Forward purchase contracts	$	(4)	$	—	$	(4)	$	(12)	$	—	$	(12)	$	(64)	$	—	$	(64)
Forward sales contracts	(52)		—		(52)		(8)		—		(8)		(6)		—		(6)
Interest rate contracts	(1)		—		(1)		—		—		—		(23)		—		(23)
Margin	14		—		14		(1)		—		(1)		(65)		—		(65)
Netting	—		38		38		—		17		17		—		130		130
	$	(43)	$	38	$	(5)	$	(21)	$	17	$	(4)	$	(158)	$	130	$	(28)
Derivatives not subject to master netting arrangements:
Assets
Foreign currency contracts	$	2	$	—	$	2	$	1	$	—	$	1	$	—	$	—	$	—
Forward purchase contracts	4		—		4		—		—		—		1		—		1
Forward sales contracts	—		—		—		3		—		3		1		—		1
Interest rate lock commitments	14		—		14		5		—		5		6		—		6
Interest rate contracts	5		—		5		6		—		6		—		—		—

	$	25	$	—	$	25	$	15	$	—	$	15	$	8	$	—	$	8
Liabilities
Foreign currency contracts	$	(1)	$	—	$	(1)	$	(9)	$	—	$	(9)	$	(2)	$	—	$	(2)
Forward purchase contracts	(1)		—		(1)		(1)		—		(1)		—		—		—
Forward sales contracts	(12)		—		(12)		—		—		—		—		—		—
Interest rate lock commitments	(1)		—		(1)		(3)		—		(3)		(18)		—		(18)
Interest rate contracts	(6)		—		(6)		(6)		—		(6)		—		—		—
	$	(21)	$	—	$	(21)	$	(19)	$	—	$	(19)	$	(20)	$	—	$	(20)
Total derivatives and margin
Assets	$	77	$	(38)	$	39	$	51	$	(17)	$	34	$	162	$	(130)	$	32
Liabilities	$	(64)	$	38	$	(26)	$	(40)	$	17	$	(23)	$	(178)	$	130	$	(48)

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The following table summarizes the net gain (loss) on derivatives included in income:


	Three Months Ended March 31,
	2023		2022
	($ in millions)
Net gain (loss) on loan origination and sale activities:
Interest rate lock commitments	$	11.5	$	(20.8)
Forward contracts	(36.8)		241.3

Interest rate swaps	1.2		—
Other contracts	(0.5)		(3.7)
Total loss	$	(24.6)	$	216.8
Net loan servicing revenue:
Forward contracts	$	(1.6)	$	(34.9)

Futures contracts	(4.0)		(22.0)
Interest rate swaps	19.0		—
Total gain	$	13.4	$	(56.9)

Counterparty Credit Risk

Like other financial instruments, derivatives contain an element of credit risk. This risk is measured as the expected replacement value of the contracts. Management enters into bilateral collateral and master netting agreements that provide for the net settlement of all contracts with the same counterparty. Additionally, management monitors counterparty credit risk exposure on each contract to determine appropriate limits on the Company's total credit exposure across all product types, which may require the Company to post collateral to counterparties when these contracts are in a net liability position and conversely, for counterparties to post collateral to the Company when these contracts are in a net asset position. Management reviews the Company's collateral positions on a daily basis and exchanges collateral with counterparties in accordance with standard ISDA documentation and other related agreements. The Company generally posts or holds collateral in the form of cash deposits or highly rated securities issued by the U.S. Treasury or government-sponsored enterprises (FNMA, and FHLMC), or guaranteed by GNMA. At March 31, 2023, December 31, 2022, and March 31, 2022 collateral pledged by the Company to counterparties for its derivatives totaled $33 million, $11 million, and $45 million, respectively.

12. EARNINGS PER SHARE

Diluted EPS is calculated using the weighted average outstanding common shares during the period, including common stock equivalents. Basic EPS is calculated using the weighted average outstanding common shares during the period.

The following table presents the calculation of basic and diluted EPS:


	Three Months Ended March 31,
	2023		2022
	(in millions, except per share amounts)
Weighted average shares - basic	108.1		106.0
Dilutive effect of stock awards	0.2		0.6
Weighted average shares - diluted	108.3		106.6
Net income available to common stockholders	$	139.0	$	236.9
Earnings per share - basic	1.29		2.23
Earnings per share - diluted	1.28		2.22

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13. INCOME TAXES

The Company's effective tax rate was 23.0% and 19.5% for the three months ended March 31, 2023 and 2022, respectively. The increase in the effective tax rate was primarily due to a decrease in LIHTC and solar credit benefits and a decrease in excess stock compensation benefit.

As of March 31, 2023, the net DTA balance totaled $289 million, a decrease of $22 million from $311 million at December 31, 2022. This overall decrease in the net deferred tax asset was primarily the result of increases in the fair market value of AFS securities and a decrease to tax credit carryovers. These items were not fully offset by decreases to DTLs related to MSRs.

Although realization is not assured, the Company believes that the realization of the recognized deferred tax asset of $289 million at March 31, 2023 is more-likely-than-not based on expectations as to future taxable income and based on available tax planning strategies that could be implemented if necessary to prevent a carryover from expiring.

At March 31, 2023 and December 31, 2022, the Company had no deferred tax valuation allowance.

LIHTC and renewable energy projects

The Company holds ownership interests in limited partnerships and limited liability companies that invest in affordable housing and renewable energy projects. These investments are designed to generate a return primarily through the realization of federal tax credits and deductions. The limited liability entities are considered to be VIEs; however, as a limited partner, the Company is not the primary beneficiary and is not required to consolidate these entities.

Investments in LIHTC and renewable energy totaled $611 million and $624 million as of March 31, 2023 and December 31, 2022, respectively. Unfunded LIHTC and renewable energy obligations are included in Other liabilities on the Consolidated Balance Sheet and totaled $393 million and $398 million as of March 31, 2023 and December 31, 2022, respectively. For the three months ended March 31, 2023 and 2022, $11.3 million and $13.4 million, respectively, of amortization related to LIHTC investments was recognized as a component of income tax expense.

14. COMMITMENTS AND CONTINGENCIES

Unfunded Commitments and Letters of Credit

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. They involve, to varying degrees, elements of credit risk in excess of amounts recognized on the Consolidated Balance Sheets.

Lines of credit are obligations to lend money to a borrower. Credit risk arises when the borrower's current financial condition may indicate less ability to pay than when the commitment was originally made. In the case of letters of credit, the risk arises from the potential failure of the customer to perform according to the terms of a contract. In such a situation, the third party might draw on the letter of credit to pay for completion of the contract and the Company would look to its customer to repay these funds with interest. To minimize the risk, the Company uses the same credit policies in making commitments and conditional obligations as it would for a loan to that customer.

Letters of credit and financial guarantees are commitments issued by the Company to guarantee the performance of a customer to a third party in borrowing arrangements. The Company generally has recourse to recover from the customer any amounts paid under the guarantees. Typically, letters of credit issued have expiration dates within one year.

A summary of the contractual amounts for unfunded commitments and letters of credit are as follows:


	March 31, 2023		December 31, 2022
	(in millions)
Commitments to extend credit, including unsecured loan commitments of $1,254 at March 31, 2023 and $1,209 at December 31, 2022	$	17,927	$	18,674
Credit card commitments and financial guarantees	392		379
Letters of credit, including unsecured letters of credit of $9 at March 31, 2023 and $7 at December 31, 2022	260		265
Total	$	18,579	$	19,318

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Commitments to extend credit are agreements to lend to a customer provided that there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.

The Company has exposure to credit losses from unfunded commitments and letters of credit. As funds have not been disbursed on these commitments, they are not reported as loans outstanding. Credit losses related to these commitments are included in Other liabilities as a separate loss contingency and are not included in the ACL reported in "Note 4. Loans, Leases and Allowance for Credit Losses" of these Notes to Unaudited Consolidated Financial Statements. This loss contingency for unfunded loan commitments and letters of credit was $45 million and $47 million as of March 31, 2023 and December 31, 2022, respectively. Changes to this liability are adjusted through the provision for credit losses in the Consolidated Income Statement.

Commitments to Invest in Renewable Energy Projects

The Company has off-balance sheet commitments to invest in renewable energy projects, as described in "Note 13. Income Taxes" of these Notes to Unaudited Consolidated Financial Statements, subject to the underlying project meeting certain milestones. These conditional commitments totaled $115 million and $117 million as of March 31, 2023 and December 31, 2022, respectively.

Concentrations of Lending Activities

The Company does not have a single external customer from which it derives 10% or more of its revenues. The Company monitors concentrations of lending activities at the product and borrower relationship level. The Company's loan portfolio includes significant credit exposure to the CRE market. As of March 31, 2023 and December 31, 2022, CRE related loans accounted for approximately 34% and 29% of total loans, respectively, and approximately 16% of CRE loans, excluding construction and land loans, were owner-occupied as of March 31, 2023 and December 31, 2022. In addition, approximately $2.5 billion, or 5.5%, of the Company’s HFI loan portfolio consisted of office loans as of March 31, 2023, compared to $2.4 billion, or 4.6%, as of December 31, 2022. Over 90% of these office loans are considered CRE-non-owner occupied and primarily consist of shorter-term bridge loans that enable borrowers to reposition or redevelop projects, with the vast majority located in midtown or suburban locations. The Company's commercial and industrial loans made up 33% and 40% of the Company's HFI loan portfolio as of March 31, 2023 and December 31, 2022, respectively. No borrower relationships at both the commitment and funded loan level exceeded 5% of total loans HFI as of March 31, 2023 and December 31, 2022.

Contingencies

The Company is involved in various lawsuits of a routine nature that are being handled and defended in the ordinary course of the Company’s business. Expenses are being incurred in connection with these lawsuits, but in the opinion of management, based in part on consultation with outside legal counsel, the resolution of these lawsuits and associated defense costs will not have a material impact on the Company’s financial position, results of operations, or cash flows.

Lease Commitments

The Company has operating leases under which it leases its branch offices, corporate headquarters, other offices, and data facility centers. Operating lease costs totaled $7.4 million during the three months ended March 31, 2023, compared to $5.9 million for the three months ended March 31, 2022. Other lease costs, which include common area maintenance, parking, and taxes, and were included as occupancy expense, totaled $1.3 million during the three months ended March 31, 2023, compared to $1.1 million for the three months ended March 31, 2022.

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15. FAIR VALUE ACCOUNTING

The fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. ASC 825 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally-developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value is set forth below.

Under ASC 825, the Company elected the FVO treatment for junior subordinated debt issued by WAL. This election is irrevocable and results in the recognition of unrealized gains and losses on the debt at each reporting date. These unrealized gains and losses are recognized in OCI rather than earnings. The Company did not elect FVO treatment for the junior subordinated debt assumed in the Bridge Capital Holdings acquisition.

The following table presents unrealized gains and losses from fair value changes on junior subordinated debt:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Unrealized gains (losses)	$	(1.5)	$	2.9
Changes included in OCI, net of tax	(1.1)		2.2

Fair value on a recurring basis

Financial assets and financial liabilities measured at fair value on a recurring basis include the following:

AFS debt securities: Securities classified as AFS are reported at fair value utilizing Level 1 and Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include quoted prices in active markets, dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things.

Equity securities: Preferred and common stock and CRA investments are reported at fair value primarily utilizing Level 1 inputs.

Independent pricing service: The Company's independent pricing service provides pricing information on the majority of the Company's Level 1 and Level 2 AFS debt securities. For a small subset of securities, other pricing sources are used, including observed prices on publicly-traded securities and dealer quotes. Management independently evaluates the fair value measurements received from the Company's third-party pricing service through multiple review steps. First, management reviews what has transpired in the marketplace with respect to interest rates, credit spreads, volatility, and mortgage rates, among other things, and develops an expectation of changes to the securities' valuations from the previous quarter. Then, management selects a sample of investment securities and compares the values provided by its primary third-party pricing service to the market values obtained from secondary sources, including other pricing services and safekeeping statements, and evaluates those with notable variances. In instances where there are discrepancies in pricing from various sources and management expectations, management may manually price securities using currently observed market data to determine whether they can develop similar prices or may utilize bid information from broker dealers. Any remaining discrepancies

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between management’s review and the prices provided by the vendor are discussed with the vendor and/or the Company’s other valuation advisors.

Loans HFS: Government-insured or guaranteed and agency-conforming loans HFS are salable into active markets. Accordingly, the fair value of these loans is based on quoted market or contracted selling prices or a market price equivalent, which are categorized as Level 2 in the fair value hierarchy.

Mortgage servicing rights: MSRs are measured based on valuation techniques using Level 3 inputs. The Company uses a discounted cash flow model that incorporates assumptions that market participants would use in estimating the fair value of servicing rights, including, but not limited to, option adjusted spread, conditional prepayment rate, servicing fee rate, recapture rate, and cost to service.

Derivative financial instruments: Forward purchase and sales contracts are measured based on valuation techniques using Level 2 inputs, such as quoted market price, contracted selling price, or market price equivalent. Interest rate and foreign currency contracts are reported at fair value utilizing Level 2 inputs. The Company obtains dealer quotations to value its interest rate contracts. IRLCs are measured based on valuation techniques that consider loan type, underlying loan amount, maturity date, note rate, loan program, and expected settlement date, with Level 3 inputs for the servicing release premium and pull-through rate. These measurements are adjusted at the loan level to consider the servicing release premium and loan pricing adjustment specific to each loan. The base value is then adjusted for the pull-through rate. The pull-through rate and servicing fee multiple are unobservable inputs based on historical experience.

Junior subordinated debt: The Company estimates the fair value of its junior subordinated debt using a discounted cash flow model which incorporates the effect of the Company’s own credit risk in the fair value of the liabilities (Level 3). The Company’s cash flow assumptions are based on contractual cash flows as the Company anticipates that it will pay the debt according to its contractual terms.

The fair value of assets and liabilities measured at fair value on a recurring basis was determined using the following inputs:


	Fair Value Measurements at the End of the Reporting Period Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
	(in millions)
March 31, 2023
Assets:




Available-for-sale debt securities
CLO	$	—	$	2,436	$	—	$	2,436
Commercial MBS issued by GSEs	—		62		—		62
Corporate debt securities	—		358		—		358
Private label residential MBS	—		1,175		—		1,175
Residential MBS issued by GSEs	—		1,787		—		1,787
Tax-exempt	—		860		—		860

U.S. Treasury securities	900		—		—		900
Other	27		40		—		67
Total AFS debt securities	$	927	$	6,718	$	—	$	7,645
Equity securities
Common stock	$	3	$	—	$	—	$	3
CRA investments	25		14		—		39
Preferred stock	94		5		—		99
Total equity securities	$	122	$	19	$	—	$	141
Loans HFS (2)	$	—	$	1,100	$	1	$	1,101
MSRs	—		—		910		910
Derivative assets (1)	—		63		14		77
Liabilities:
Junior subordinated debt (3)	$	—	$	—	$	64	$	64
Derivative liabilities (1)	—		63		1		64

(1)See "Note 11. Derivatives and Hedging Activities." In addition, the carrying value of loans is decreased by $13 million as of March 31, 2023 for the effective portion of the hedge, which relates to the fair value of the hedges put in place to mitigate against fluctuations in interest rates.

(2)Includes only the portion of loans HFS that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.

(3)Includes only the portion of junior subordinated debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.

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	Fair Value Measurements at the End of the Reporting Period Using:
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value
	(in millions)
December 31, 2022
Assets:




Available-for-sale debt securities
CLO	$	—	$	2,706	$	—	$	2,706
Commercial MBS issued by GSEs	—		97		—		97
Corporate debt securities	—		390		—		390
Private label residential MBS	—		1,199		—		1,199
Residential MBS issued by GSEs	—		1,740		—		1,740
Tax-exempt	—		891		—		891


Other	24		45		—		69
Total AFS debt securities	$	24	$	7,068	$	—	$	7,092
Equity securities
Common stock	$	3	$	—	$	—	$	3
CRA investments	24		25		—		49
Preferred stock	108		—		—		108
Total equity securities	$	135	$	25	$	—	$	160
Loans - HFS	$	—	$	1,172	$	1	$	1,173
Mortgage servicing rights	—		—		1,148		1,148
Derivative assets (1)	—		46		5		51
Liabilities:
Junior subordinated debt (2)	$	—	$	—	$	63	$	63
Derivative liabilities (1)	—		37		3		40

(1)See "Note 11. Derivatives and Hedging Activities." In addition, the carrying value of loans is decreased by $17 million as of December 31, 2022 for the effective portion of the hedge, which relates to the fair value of the hedges put in place to mitigate against fluctuations in interest rates.

(2)Includes only the portion of junior subordinated debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.

The change in Level 3 liabilities measured at fair value on a recurring basis included in OCI was as follows:


	Junior Subordinated Debt
	Three Months Ended March 31,
	2023		2022
	(in millions)
Beginning balance	$	(62.5)	$	(67.4)
Change in fair value (1)	(1.5)		2.9
Ending balance	$	(64.0)	$	(64.5)

(1)Unrealized gains/(losses) attributable to changes in the fair value of junior subordinated debt are recorded in OCI, net of tax, and totaled $(1.1) million and $2.2 million for three months ended March 31, 2023 and 2022, respectively.

The significant unobservable inputs used in the fair value measurements of these Level 3 liabilities were as follows:

March 31, 2023

Valuation Technique

Significant Unobservable Inputs

Input Value

(in millions)

Junior subordinated debt

Discounted cash flow

Implied credit rating of the Company

8.24

December 31, 2022

Valuation Technique

Significant Unobservable Inputs

Input Value

(in millions)

Junior subordinated debt

Discounted cash flow

Implied credit rating of the Company

8.13

The significant unobservable inputs used in the fair value measurement of the Company’s junior subordinated debt as of March 31, 2023 and December 31, 2022 was the implied credit risk for the Company. As of March 31, 2023 and December 31, 2022, the implied credit risk spread was calculated as the difference between the average of the 15-year 'BB' and 'BBB' rated financial indexes over the corresponding swap index.

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As of March 31, 2023, the Company estimates the discount rate at 8.24%, which represents an implied credit spread of 3.05% plus three-month LIBOR (5.19%). As of December 31, 2022, the Company estimated the discount rate at 8.13%, which was a 3.36% credit spread plus three-month LIBOR (4.77%).

The change in Level 3 assets and liabilities measured at fair value on a recurring basis included in income was as follows:


	Three Months Ended March 31, 2023
	Loans HFS		MSRs		Net IRLCs (1)
	(in millions)
Balance, beginning of period	$	1	$	1,148	$	2
Purchases and additions	2		142		2,946
Sales and payments	(4)		(350)		—
Transfers from Level 2 to Level 3	2		—		—
Transfers from Level 3 to Level 2	—		—		—
Settlement of IRLCs upon acquisition or origination of loans HFS	—		—		(2,935)
Change in fair value	—		(8)		1
Mark to market adjustments	—		3		—
Realization of cash flows	—		(25)		—
Balance, end of period	$	1	$	910	$	14
Changes in unrealized gains (losses) for the period (2)	$	—	$	(3)	$	14

(1) IRLC asset and liability positions are presented net.

(2) Amounts recognized as part of non-interest income.


	Three Months Ended March 31, 2022
	Loans HFS		MSRs		Net IRLCs (1)
	(in millions)
Balance, beginning of period	$	46	$	698	$	9

Purchases and additions	292		204		5,324
Sales and payments	(351)		—		—
Transfers from Level 2 to Level 3	39		—		—
Transfers from Level 3 to Level 2	(18)		—		—
Settlement of IRLCs upon acquisition or origination of loans HFS	—		—		(5,321)
Change in fair value	—		81		(23)
Realization of cash flows	—		(33)		—
Balance, end of period	$	8	$	950	$	(11)
Changes in unrealized gains (losses) for the period (2)	$	—	$	80	$	(11)

(1) IRLC asset and liability positions are presented net.

(2) Amounts recognized as part of non-interest income.

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The significant unobservable inputs used in the fair value measurements of these Level 3 assets and liabilities were as follows:


		March 31, 2023
Asset/liability	Key inputs	Range	Weighted average
MSRs:	Option adjusted spread (in basis points)	20 - 438	286
	Conditional prepayment rate (1)	9.1% - 21.0%	15.1%
	Recapture rate	20.0% - 20.0%	20.0%
	Servicing fee rate (in basis points)	25.0 - 56.5	32.6
	Cost to service	$93 - $100	$95

IRLCs:	Servicing fee multiple	2.9 - 5.3	4.1
	Pull-through rate	66% - 100%	85%


		December 31, 2022
Asset/liability	Key inputs	Range	Weighted average
MSRs:	Option adjusted spread (in basis points)	190 - 621	378
	Conditional prepayment rate (1)	8.5% - 18.5%	13.4%
	Recapture rate	20.0% - 20.0%	20%
	Servicing fee rate (in basis points)	25.0 - 56.5	33.2
	Cost to service	$87 - $94	$90
Loans HFS:	Whole loan spread to TBA price (in basis points)	(0.6) - (0.6)	(0.6)
IRLCs:	Servicing fee multiple	2.9 - 5.5	4.3
	Pull-through rate	69% - 100%	89%

(1) Lifetime total prepayment speed annualized.

The following is a summary of the difference between the aggregate fair value and the aggregate UPB of loans HFS for which the FVO has been elected:


	March 31, 2023						December 31, 2022
	Fair value		UPB		Difference		Fair value		UPB		Difference
	(in millions)
Loans HFS:
Current through 89 days delinquent	$	1,100	$	1,064	$	36	$	1,172	$	1,138	$	34
90 days or more delinquent	1		1		—		1		1		—
Total	$	1,101	$	1,065	$	36	$	1,173	$	1,139	$	34

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Fair value on a nonrecurring basis

Certain assets are measured at fair value on a nonrecurring basis. That is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of credit deterioration). The following table presents such assets carried on the Consolidated Balance Sheet by caption and by level within the ASC 825 hierarchy:


	Fair Value Measurements at the End of the Reporting Period Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Active Markets for Similar Assets (Level 2)		Unobservable Inputs (Level 3)
	(in millions)
As of March 31, 2023:
Loans HFI	$	272	$	—	$	—	$	272
Other assets acquired through foreclosure	11		—		—		11
As of December 31, 2022:
Loans HFI	$	295	$	—	$	—	$	295
Other assets acquired through foreclosure	11		—		—		11

For Level 3 assets measured at fair value on a nonrecurring basis as of period end, the significant unobservable inputs used in the fair value measurements were as follows:

March 31, 2023

Valuation Technique(s)

Significant Unobservable Inputs

Range

(in millions)

Loans HFI

272

Collateral method

Third party appraisal

Costs to sell

6.0% to 10.0%

Discounted cash flow method

Discount rate

Contractual loan rate

3.0% to 8.0%

Scheduled cash collections

Probability of default

0% to 20.0%

Proceeds from non-real estate collateral

Loss given default

0% to 70.0%

Other assets acquired through foreclosure

Collateral method

Third party appraisal

Costs to sell

4.0% to 10.0%

December 31, 2022

Valuation Technique(s)

Significant Unobservable Inputs

Range

(in millions)

Loans HFI

295

Collateral method

Third party appraisal

Costs to sell

6.0% to 10.0%

Discounted cash flow method

Discount rate

Contractual loan rate

3.0% to 8.0%

Scheduled cash collections

Probability of default

0% to 20.0%

Proceeds from non-real estate collateral

Loss given default

0% to 70.0%

Other assets acquired through foreclosure

Collateral method

Third party appraisal

Costs to sell

4.0% to 10.0%

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Loans HFI: Loans measured at fair value on a nonrecurring basis include collateral dependent loans. The specific reserves for these loans are based on collateral value, net of estimated disposition costs and other identified quantitative inputs. Collateral value is determined based on independent third-party appraisals or internally-developed discounted cash flow analyses. Appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore qualifying the assets as Level 3 in the fair value hierarchy. In addition, when adjustments are made to an appraised value to reflect various factors such as the age of the appraisal or known changes in the market or the collateral, such valuation inputs are considered unobservable and the fair value measurement is categorized as a Level 3 measurement. Internal discounted cash flow analyses are also utilized to estimate the fair value of these loans, which considers internally-developed, unobservable inputs such as discount rates, default rates, and loss severity.

Total Level 3 collateral dependent loans had an estimated fair value of $272 million and $295 million at March 31, 2023 and December 31, 2022, respectively, net of a specific ACL of $6 million and $7 million at March 31, 2023 and December 31, 2022, respectively.

Other assets acquired through foreclosure: Other assets acquired through foreclosure consist of properties acquired as a result of, or in-lieu-of, foreclosure. These assets are initially reported at the fair value determined by independent appraisals using appraised value less estimated cost to sell. Such properties are generally re-appraised every 12 months. Costs relating to the development or improvement of the assets are capitalized and costs relating to holding the assets are charged to expense.

Fair value is determined, where possible, using market prices derived from an appraisal or evaluation, which are considered to be Level 2. However, certain assumptions and unobservable inputs are often used by the appraiser, therefore qualifying the assets as Level 3 in the fair value hierarchy. When significant adjustments are based on unobservable inputs, such as when a current appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the resulting fair value measurement has been categorized as a Level 3 measurement. The Company had $11 million of such assets at March 31, 2023 and December 31, 2022.

Fair Value of Financial Instruments

The estimated fair value of the Company’s financial instruments is as follows:


	March 31, 2023
	Carrying Amount		Fair Value
			Level 1		Level 2		Level 3		Total
	(in millions)
Financial assets:

Investment securities:
HTM	$	1,325	$	—	$	1,185	$	—	$	1,185
AFS	7,645		927		6,718		—		7,645
Equity	141		122		19		—		141
Derivative assets	77		—		63		14		77
Loans HFS (1)	7,022		—		7,010		14		7,024
Loans HFI, net	46,130		—		—		43,680		43,680
Mortgage servicing rights	910		—		—		910		910
Accrued interest receivable	350		—		350		—		350
Financial liabilities:
Deposits	$	47,587	$	—	$	47,584	$	—	$	47,584
Other borrowings	15,853		—		15,771		—		15,771
Qualifying debt	895		—		558		77		635
Derivative liabilities	64		—		63		1		64
Accrued interest payable	65		—		65		—		65

(1) Includes loans transferred from HFI to HFS. As these transferred loans are salable into active markets, the fair value is based on quoted market or contracted selling prices or a market price equivalent, which are categorized as Level 2 in the fair value hierarchy.

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	December 31, 2022
	Carrying Amount		Fair Value
			Level 1		Level 2		Level 3		Total
	(in millions)
Financial assets:
Investment securities:
HTM	$	1,289	$	—	$	1,112	$	—	$	1,112
AFS	7,092		24		7,068		—		7,092
Equity securities	160		135		25		—		160
Derivative assets	51		—		46		5		51
Loans HFS	1,184		—		1,172		1		1,173
Loans HFI, net	51,552		—		—		47,679		47,679
Mortgage servicing rights	1,148		—		—		1,148		1,148
Accrued interest receivable	357		—		357		—		357
Financial liabilities:
Deposits	$	53,644	$	—	$	53,698	$	—	$	53,698
Other borrowings	6,299		—		6,261		—		6,261
Qualifying debt	893		—		735		75		810
Derivative liabilities	40		—		37		3		40
Accrued interest payable	35		—		35		—		35

Interest rate risk

The Company assumes interest rate risk (the risk to the Company’s earnings and capital from changes in interest rate levels) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments, as well as its future net interest income, will change when interest rate levels change and that change may be either favorable or unfavorable to the Company.

Interest rate risk exposure is measured using interest rate sensitivity analysis to determine the Company's change in EVE and net interest income resulting from hypothetical changes in interest rates. If potential changes to EVE and net interest income resulting from hypothetical interest rate changes are not within the limits established by the BOD, the BOD may direct management to adjust the asset and liability mix to bring interest rate risk within BOD-approved limits.

WAB has an ALCO charged with managing interest rate risk within the BOD-approved limits. Limits are structured to preclude an interest rate risk profile that does not conform to both management and BOD risk tolerances without ALCO approval. There is also ALCO reporting at the Parent level for reviewing interest rate risk for the Company, which gets reported to the BOD and its Finance and Investment Committee.

Fair value of commitments

The estimated fair value of letters of credit outstanding at March 31, 2023 and December 31, 2022 approximates zero as there have been no significant changes in borrower creditworthiness. Loan commitments on which the committed interest rates are less than the current market rate are insignificant at March 31, 2023 and December 31, 2022.

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16. SEGMENTS

The Company's reportable segments are aggregated with a focus on products and services offered and consist of three reportable segments:

•Commercial: provides commercial banking and treasury management products and services to small and middle-market businesses, specialized banking services to sophisticated commercial institutions and investors within niche industries, as well as financial services to the real estate industry.

•Consumer Related: offers both commercial banking services to enterprises in consumer-related sectors and consumer banking services, such as residential mortgage banking.

•Corporate & Other: consists of the Company's investment portfolio, Corporate borrowings and other related items, income and expense items not allocated to other reportable segments, and inter-segment eliminations.

The Company's segment reporting process begins with the assignment of all loan and deposit accounts directly to the segments where these products are originated and/or serviced. Equity capital is assigned to each segment based on the risk profile of their assets and liabilities. With the exception of goodwill, which is assigned a 100% weighting, equity capital allocations ranged from 0% to 20% during the year. Any excess or deficient equity not allocated to segments based on risk is assigned to the Corporate & Other segment.

Net interest income, provision for credit losses, and non-interest expense amounts are recorded in their respective segments to the extent that the amounts are directly attributable to those segments. Net interest income is recorded in each segment on a TEB with a corresponding increase in income tax expense, which is eliminated in the Corporate & Other segment.

Further, net interest income of a reportable segment includes a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics. Using this funds transfer pricing methodology, liquidity is transferred between users and providers. A net user of funds has lending/investing in excess of deposits/borrowings and a net provider of funds has deposits/borrowings in excess of lending/investing. A segment that is a user of funds is charged for the use of funds, while a provider of funds is credited through funds transfer pricing, which is determined based on the average estimated life of the assets or liabilities in the portfolio. Residual funds transfer pricing mismatches are allocable to the Corporate & Other segment and presented in net interest income.

The net income amount for each reportable segment is further derived by the use of expense allocations. Certain expenses not directly attributable to a specific segment are allocated across all segments based on key metrics, such as number of employees, number of transactions processed for loans and deposits, and average loan and deposit balances. These types of expenses include information technology, operations, human resources, finance, risk management, credit administration, legal, and marketing.

Income taxes are applied to each segment based on estimated effective tax rates. Any difference in the corporate tax rate and the aggregate effective tax rates in the segments are adjusted in the Corporate & Other segment.

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The following is a summary of operating segment information for the periods indicated:


Balance Sheet:	Consolidated Company		Commercial		Consumer Related		Corporate & Other
At March 31, 2023:	(in millions)
Assets:
Cash, cash equivalents, and investment securities	$	13,132	$	12	$	—	$	13,120
Loans HFS	7,022		4,732		2,290		—
Loans HFI, net of deferred fees and costs	46,435		27,282		19,153		—
Less: allowance for credit losses	(305)		(255)		(50)		—
Net loans HFI	46,130		27,027		19,103		—
Other assets acquired through foreclosure, net	11		11		—		—
Goodwill and other intangible assets, net	677		293		384		—
Other assets	4,075		550		1,703		1,822
Total assets	$	71,047	$	32,625	$	23,480	$	14,942
Liabilities:
Deposits	$	47,587	$	21,991	$	20,017	$	5,579
Borrowings and qualifying debt	16,748		8		927		15,813
Other liabilities	1,191		97		302		792
Total liabilities	65,526		22,096		21,246		22,184
Allocated equity:	5,521		2,545		1,613		1,363
Total liabilities and stockholders' equity	$	71,047	$	24,641	$	22,859	$	23,547
Excess funds provided (used)	—		(7,984)		(621)		8,605




Income Statement:
Three Months Ended March 31, 2023:	(in millions)
Net interest income	$	609.9	$	389.4	$	199.3	$	21.2
Provision for credit losses	19.4		(2.7)		1.5		20.6
Net interest income (expense) after provision for credit losses	590.5		392.1		197.8		0.6
Non-interest income	(58.0)		(96.7)		51.0		(12.3)
Non-interest expense	347.9		136.0		192.0		19.9
Income (loss) before income taxes	184.6		159.4		56.8		(31.6)
Income tax expense (benefit)	42.4		38.5		12.8		(8.9)
Net income (loss)	$	142.2	$	120.9	$	44.0	$	(22.7)

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Balance Sheet:	Consolidated Company		Commercial		Consumer Related		Corporate
At December 31, 2022:	(in millions)
Assets:
Cash, cash equivalents, and investment securities	$	9,803	$	12	$	—	$	9,791
Loans held for sale	1,184		—		1,184		—
Loans, net of deferred fees and costs	51,862		31,414		20,448		—
Less: allowance for credit losses	(310)		(262)		(48)		—
Total loans	51,552		31,152		20,400		—
Other assets acquired through foreclosure, net	11		11		—		—
Goodwill and other intangible assets, net	680		293		387		—
Other assets	4,504		435		2,180		1,889
Total assets	$	67,734	$	31,903	$	24,151	$	11,680
Liabilities:
Deposits	$	53,644	$	29,494	$	18,492	$	5,658
Borrowings and qualifying debt	7,192		27		340		6,825
Other liabilities	1,542		83		656		803
Total liabilities	62,378		29,604		19,488		13,286
Allocated equity:	5,356		2,684		1,691		981
Total liabilities and stockholders' equity	$	67,734	$	32,288	$	21,179	$	14,267
Excess funds provided (used)	—		385		(2,972)		2,587




Income Statements:
Three Months Ended March 31, 2022:	(in millions)
Net interest income	$	449.5	$	334.9	$	183.2	$	(68.6)
Provision for (recovery of) credit losses	9.0		0.6		10.5		(2.1)
Net interest income (expense) after provision for credit losses	440.5		334.3		172.7		(66.5)
Non-interest income	106.3		16.9		79.2		10.2
Non-interest expense	248.6		114.4		125.0		9.2
Income (loss) before income taxes	298.2		236.8		126.9		(65.5)
Income tax expense (benefit)	58.1		56.2		30.4		(28.5)
Net income (loss)	$	240.1	$	180.6	$	96.5	$	(37.0)

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue streams within the scope of ASC 606 include service charges and fees, interchange fees on credit and debit cards, success fees, and legal settlement service fees and totaled $14.0 million and $14.4 million for the three months ended March 31, 2023 and 2022, respectively. The Company had no material unsatisfied performance obligations as of March 31, 2023 or December 31, 2022.

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18. MERGERS, ACQUISITIONS AND DISPOSITIONS

Acquisition of Digital Disbursements

On January 25, 2022, the Company completed its acquisition of DST, doing business as Digital Disbursements, a digital payments platform for the class action legal industry. The acquisition of DST extended the Company's digital payment efforts by providing a digital payments platform for the class action market and broader legal industry.

This transaction was accounted for as a business combination under the acquisition method of accounting. Assets purchased and liabilities assumed were recorded at their respective acquisition date estimated fair values, which were final as of December 31, 2022.

Total consideration of $57.0 million, comprised of cash paid at closing of $50.6 million and contingent consideration with an estimated fair value of $6.4 million, was exchanged for all of the issued and outstanding membership interests of DST. The terms of the acquisition include a contingent consideration arrangement that is based on performance for the three year period subsequent to the acquisition. There is no required minimum or maximum payment amount specified under the terms of the contingent consideration agreement. The fair value of the contingent consideration recognized on the acquisition date was estimated using a discounted cash flow approach.

DST’s results of operations have been included in the Company's results beginning January 25, 2022 and are reported as part of the Consumer Related segment. There were no acquisition and restructure expenses related to the DST acquisition incurred during the three months ended March 31, 2023. For the three months ended March 31, 2022, there was $0.4 million of acquisition and restructure expenses included as a component of non-interest expense in the Consolidated Income Statement, all of which were acquisition related costs as defined by ASC 805.

The fair value amounts of identifiable assets acquired and liabilities assumed in the DST acquisition are as follows:


	January 25, 2022
	(in millions)
Assets acquired:
Cash and cash equivalents	$	0.6
Identified intangible assets	20.1
Other assets	0.1
Total assets	$	20.8
Liabilities assumed:
Other liabilities	$	0.4
Total liabilities	0.4
Net assets acquired	$	20.4
Consideration paid
Cash	$	50.6
Contingent consideration	6.4
Total consideration	$	57.0
Goodwill	$	36.6

In connection with the acquisition, the Company acquired identifiable intangible assets totaling $20.1 million, as detailed in the table below:


	Acquisition Date Fair Value		Estimated Useful Life
	(in millions)		(in years)
Customer relationships	$	15.7	7
Developed technology	4.1		5
Trade name	0.3		10
Total	$	20.1

Goodwill in the amount of $36.6 million was recognized, of which $31.8 million is expected to be deductible for tax purposes. Goodwill was allocated entirely to the Consumer Related segment and represents the strategic, operational, and financial benefits expected from the acquisition, including expansion of the Company's settlement services offerings, diversification of its revenue sources, and post-acquisition synergies from integrating Digital Disbursements, as well as the value of the acquired workforce.

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19. SUBSEQUENT EVENTS

Subsequent to March 31, 2023, the Company has continued to execute on its balance sheet repositioning strategy, with loan dispositions totaling approximately $2.0 billion and no significant fair value adjustments upon settlement. In addition, the Company substantially paid off the balance of its credit linked note on its warehouse loans, which had a principal balance of $275 million as of March 31, 2023. This payoff did not have a significant income statement impact.

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

This discussion is designed to provide insight into management's assessment of significant trends related to the Company's consolidated financial condition, results of operations, liquidity, capital resources, and interest rate sensitivity. This Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and the interim Unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements hereto and financial information appearing elsewhere in this report. Unless the context requires otherwise, the terms "Company," "we," and "our" refer to Western Alliance Bancorporation and its wholly-owned subsidiaries on a consolidated basis.

Forward-Looking Information

Certain statements contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements that are related to or are dependent on estimates or assumptions relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts.

The forward-looking statements contained in this Form 10-Q reflect the Company's current views about future events and financial performance and involve certain risks, uncertainties, assumptions, and changes in circumstances that may cause the Company's actual results to differ significantly from historical results and those expressed in any forward-looking statement. Risks and uncertainties include those set forth in the Company's filings with the SEC and the following factors that could cause actual results to differ materially from those presented: 1) adverse financial market and economic conditions, including the effects of any recession in the United States, the impact of the recent bank failures and related adverse developments in the banking industry, the potential impact on borrowers of supply chain disruptions and the economic and market impacts of the military conflict between Russia and Ukraine; 2) changes in interest rates and increased rate competition; 3) exposure of financial instruments to certain market risks that may increase the volatility of earnings and AOCI; 4) the inherent risk associated with accounting estimates, including the impact to the allowance, provision for credit losses, and capital levels; 5) exposure to natural and man-made disasters in markets that we operate and the impact of climate change and ESG practices on us and our customers; 6) the potential adverse effects of the ongoing COVID-19 pandemic; 7) dependency on real estate and events that negatively impact the real estate market; 8) concentrations in certain business lines or product types within our loan portfolio; 9) residual risk retained by us on reference pools covered by credit linked notes; 10) exposure to environmental liabilities related to the properties to which we acquire title; 11) ability to compete in a highly competitive market; 12) expansion strategies through acquisitions or implementation of new lines of business or new products and services that may not be successful; 13) uncertainty associated with digital payment initiatives; 14) ability to recruit and retain qualified employees and implement adequate succession planning to mitigate the loss of key members of our senior management team; 15) ability to meet capital adequacy and liquidity requirements; 16) dependence on low-cost deposits; 17) risks related to representations and warranties made on third-party loan sales; 18) ability to borrow from the FHLB or the FRB; 19) a change in our creditworthiness; 20) information security breaches; 21) reliance on third parties to provide key components of our infrastructure; 22) perpetration of fraud; 23) ability to implement and improve our controls and processes to keep pace with growth; 24) the replacement of LIBOR; 25) risk of operating in a highly regulated industry and our ability to remain in compliance; 26) ability to adapt to technological change; 27) failure to comply with state and federal banking agency laws and regulations; 28) results of any tax audit findings, challenges to our tax positions, or adverse changes or interpretations of tax laws; and 29) risks related to ownership and price of the our common stock; and 30) ability to continue to declare quarterly dividends.

For more information regarding risks that may cause the Company's actual results to differ materially from any forward-looking statements, see “Risk Factors” in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2022. All forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Recent Banking Industry and Market Developments

The closures of Silicon Valley Bank and Signature Bank have caused significant disruption in the United States banking industry, particularly among mid-size banks, such as the Company. These bank closures triggered a surge in deposit outflows and stock price volatility at many mid-sized banks.

The FRB announced the BTFP, which offers loans of up to one year in length to banks, savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and mortgage-backed securities, and other qualifying assets as collateral valued at par. Under this program, the Bank has access to $1.4 billion in borrowing capacity, of which $1.3 billion was drawn at March 31, 2023.

Additionally, the Department of the Treasury, FRB, and FDIC issued a joint statement relating to the resolution of Silicon Valley Bank and Signature Bank, which stated that losses to support uninsured deposits of those banks would be recovered via a special assessment on banks. Although the exact terms of that special assessment have not been announced, the Company expects that future FDIC deposit insurance assessments will increase.

Most recently, on May 1, 2023, First Republic Bank was closed by its primary state regulator, which appointed the FDIC as receiver, and the FDIC announced that JP Morgan Chase Bank, National Association agreed to assume all of First Republic Bank’s deposits and substantially all of its assets and that the expected related cost to the Deposit Insurance Fund would be approximately $13 billion. The recent volatility in the banking industry and other recent regulatory actions have had and may continue to have a material impact on the Company's operations, as further discussed below.

Capital and liquidity

While the Company believes it has sufficient capital, funding, and access to contingent sources of liquidity, the Company has taken several actions to ensure the strength of its capital and liquidity position. These actions included sale of selected assets, including $459 million of AFS securities and $915 million of loans, as well as transfer of $5.9 billion of loans to HFS, net of a pre-tax fair value loss adjustment of $123.5 million, and increasing its borrowing capacity with the FRB.

The Company's deposit balances stabilized as of March 20, 2023 and from such date through March 31, 2023 deposits increased, but were down $6.1 billion from December 31, 2022. The Company also strengthened its insured deposit ratio from 45% as of December 31, 2022 to 68% as of March 31, 2023, with a further increase to 74% as of May 2, 2023.

Financial position and results of operations

The Company's financial position and results of operations as of and for the three months ended March 31, 2023 have been impacted by this disruption. The current conditions in the banking industry contributed to the $19.4 million provision for credit losses recognized during the three months ended March 31, 2023, of which $17.1 million related to a charge-off of a corporate debt security from a financial institution issuer. The Company's actions to strengthen its capital and liquidity position contributed to a $147.8 million pre-tax fair value loss adjustment primarily related to the transfer of loans to HFS, a loss of $12.5 million on sales of investment securities, and a $12.7 million gain on extinguishment of debt. The continued uncertainty regarding the severity and duration of the volatility in the banking industry and related economic effects will continue to affect the Company’s estimate of its allowance for credit losses and resulting provision for credit losses. To the extent the impact of the recent banking industry volatility is prolonged and economic conditions worsen or persist longer than forecast, such estimates may be insufficient and may change significantly in the future. The Company’s net interest margin also may be negatively impacted in future periods if the Company's borrowings remain elevated. These uncertainties and the economic environment will continue to affect earnings, growth, and may result in deterioration of asset quality in the Company's loan and investment portfolios.

Depositors in the technology industry are generally considered to be the most impacted by recent events and may have greater sensitivity to the recent volatility in the banking industry with potentially longer recovery periods than other types of businesses. The Company's deposit exposure to the technology industry totaled $4.2 billion, or 8.8% of total deposits, as of March 31, 2023.

Asset valuation

Continued and sustained declines in the Company's stock price and/or other liquidity related impacts, such as increases in deposit outflows, could give rise to triggering events in the future that could result in a write-down in the value of our goodwill, which could have a material adverse impact on our results of operations.

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Financial Overview and Highlights

WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware. WAL provides a full spectrum of customized loan, deposit and treasury management capabilities, including 24/7 funds transfer and other digital payment offerings through its wholly-owned banking subsidiary, WAB.

WAB operates the following full-service banking divisions: ABA, BON and FIB, Bridge, and TPB. The Company also provides an array of specialized financial services across the country, including mortgage banking services through AmeriHome and digital payment services for the class action legal industry through DST.

Financial Results Highlights for the First Quarter of 2023

•Net income available to common stockholders of $139.0 million, or $248.7 million1 after adjusting for after tax net non-operating charges resulting from execution of the Company's balance sheet repositioning strategy, compared to $236.9 million for the first quarter 2022

•Diluted earnings per share of $1.28, or $2.30 adjusted1, compared to $2.22 per share for the first quarter 2022

•Net revenue of $551.9 million, or $712.2 million adjusted1, compared to $555.8 million for the first quarter 2022, with non-interest expense of $347.9 million, or $360.6 million adjusted1, compared to $248.6 million for the first quarter 2022

•PPNR of $351.6 million, up 14.6% from $306.9 million in the first quarter 20221

•Total loans HFI of $46.4 billion, down $5.4 billion, or 10.5%, from December 31, 2022

•Total deposits of $47.6 billion, down $6.1 billion, or 11.3%, from December 31, 2022

•Stockholders' equity of $5.5 billion, an increase of $165 million from December 31, 2022

•Nonperforming assets (nonaccrual loans and repossessed assets) flat at 0.17% of total assets compared to March 31, 2022

•Annualized net loan charge-offs to average loans outstanding of 0.05%, compared to approximately 0.00% for the first quarter 2022

•Net interest margin of 3.79%, increased from 3.32% in the first quarter 2022

•Tangible common equity ratio of 6.5%, a decrease compared to 6.7% at March 31, 20221

•Book value per common share of $47.72, an increase of 9.6% from $43.56 at March 31, 2022

•Tangible book value per share, net of tax, of $41.56, an increase of $4.43, or 11.9%, from $37.13 at March 31, 20221

•Efficiency ratio of 62.1%, or 50.0% adjusted, in the first quarter 2023, compared to 44.1% in the first quarter 20221

The impact to the Company from these items, and others of both a positive and negative nature, are discussed in more detail below as they pertain to the Company’s overall comparative performance for the three months ended March 31, 2023.

1 See Non-GAAP Financial Measures section beginning on page 61.

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As a bank holding company, management focuses on key ratios in evaluating the Company's financial condition and results of operations.

Results of Operations and Financial Condition

A summary of the Company's results of operations, financial condition, and selected metrics are included in the following tables:


	Three Months Ended March 31,
	2023			2023 Adjusted (1)			2022
	(in millions, except per share amounts)
Net income	$	142.2		$	251.9		$	240.1
Net income available to common stockholders	139.0			248.7			236.9
Earnings per share - basic	1.29			2.30			2.23
Earnings per share - diluted	1.28			2.30			2.22
Return on average assets	0.81		%	1.43		%	1.64		%
Return on average equity	10.3			18.3			19.5
Return on average tangible common equity (1)	12.2			21.9			23.9
Net interest margin	3.79						3.32

(1) See Non-GAAP Financial Measures section beginning on page 61.


	March 31, 2023		December 31, 2022
	(in millions)
Total assets	$	71,047	$	67,734
Loans HFS	7,022		1,184
Loans HFI, net of deferred loan fees and costs	46,435		51,862
Investment securities	9,111		8,541
Total deposits	47,587		53,644
Other borrowings	15,853		6,299
Qualifying debt	895		893
Stockholders' equity	5,521		5,356
Tangible common equity, net of tax (1)	4,551		4,383

(1) See Non-GAAP Financial Measures section beginning on page 61.

For all banks and bank holding companies, asset quality plays a significant role in the overall financial condition of the institution and results of operations. The Company measures asset quality in terms of nonaccrual loans as a percentage of gross loans and net charge-offs as a percentage of average loans. Net charge-offs are calculated as the difference between charged-off loans and recovery payments received on previously charged-off loans. The following table summarizes the Company's key asset quality metrics for loans HFI:


	March 31, 2023			December 31, 2022
	(dollars in millions)
Nonaccrual loans	$	107		$	85
Repossessed assets	11			11
Non-performing assets	138			98
Nonaccrual loans to funded loans	0.23		%	0.16		%
Nonaccrual and repossessed assets to total assets	0.17			0.14
Allowance for loan losses to funded loans	0.66			0.60
Allowance for credit losses to funded loans	0.75			0.69
Net charge-offs to average loans outstanding (1)	0.05			0.00

(1)Annualized on an actual/actual basis for the three months ended March 31, 2023. Actual year-to-date for the year ended December 31, 2022.

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Asset and Deposit Growth

The Company’s assets and liabilities are comprised primarily of loans and deposits. Therefore, the ability to originate new loans and attract new deposits is fundamental to the Company’s growth.

Total assets increased to $71.0 billion at March 31, 2023 from $67.7 billion at December 31, 2022. The increase in total assets of $3.3 billion, or 4.9%, was driven by an increase in borrowings as the recent disruption in the banking industry caused a temporary surge in deposit outflows, increasing the need for additional liquidity, which contributed to an increase in cash of $2.6 billion as well as an increase in investment securities of $569 million. Loans HFI decreased by $5.4 billion, or 10.5%, to $46.4 billion as of March 31, 2023, compared to $51.9 billion as of December 31, 2022. The decrease in loans HFI from December 31, 2022 was attributable to the transfer of $5.9 billion to HFS, net of a fair value loss adjustment of $123.5 million. By loan type, commercial and industrial loans and residential real estate loans decreased $5.2 billion and $904 million, respectively, from December 31, 2022, partially offset by increases in construction and land development loans and CRE, non-owner occupied loans of $394 million and $298 million, respectively. Loans HFS increased by $5.8 billion as a result of this transfer, up from $1.2 billion as of December 31, 2022.

Total deposits decreased $6.1 billion, or 11.3%, to $47.6 billion as of March 31, 2023 from $53.6 billion as of December 31, 2022. By type, the decrease in deposits from December 31, 2022 was driven by a decrease of $5.6 billion in savings and money market accounts and $3.2 billion in non-interest bearing demand deposits, partially offset by an increase of $1.5 billion in certificates of deposit and $1.2 billion in interest bearing demand deposits.

RESULTS OF OPERATIONS

The following table sets forth a summary financial overview:


	Three Months Ended March 31,				Increase
	2023		2022		(Decrease)
	(in millions, except per share amounts)
Consolidated Income Statement Data:
Interest income	$	968.9	$	484.5	$	484.4
Interest expense	359.0		35.0		324.0
Net interest income	609.9		449.5		160.4
Provision for credit losses	19.4		9.0		10.4
Net interest income after provision for credit losses	590.5		440.5		150.0
Non-interest income	(58.0)		106.3		(164.3)
Non-interest expense	347.9		248.6		99.3
Income before provision for income taxes	184.6		298.2		(113.6)
Income tax expense	42.4		58.1		(15.7)
Net income	142.2		240.1		(97.9)
Dividends on preferred stock	3.2		3.2		—
Net income available to common stockholders	$	139.0	$	236.9	$	(97.9)
Earnings per share:
Basic	$	1.29	$	2.23	$	(0.94)
Diluted	1.28		2.22		(0.94)

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Non-GAAP Financial Measures

The following discussion and analysis contains financial information determined by methods other than those prescribed by GAAP. The Company's management uses these non-GAAP financial measures in their analysis of the Company's performance. Management believes presentation of these non-GAAP financial measures provides useful supplemental information that is essential to a complete understanding of the operating results of the Company. Since the presentation of these non-GAAP performance measures and their impact differ between companies, these non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Pre-Provision Net Revenue

Banking regulations define PPNR as the sum of net interest income and non-interest income less expenses before adjusting for loss provisions and has been further adjusted for non-operating items. Management believes that this is an important metric as it illustrates the underlying performance of the Company, it enables investors and others to assess the Company's ability to generate capital to cover credit losses through the credit cycle, and provides consistent reporting with a key metric used by bank regulatory agencies.

The following table shows the components used in the calculation of PPNR:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Net interest income	$	609.9	$	449.5
Total non-interest income	(58.0)		106.3
Adjusted for:
Loss (gain) on sales of investment securities	12.5		(6.9)
Fair value loss adjustments, net	147.8		6.6
Total non-interest income, adjusted	$	102.3	$	106.0
Net revenue, adjusted	$	712.2	$	555.5
Total non-interest expense	347.9		248.6
Adjusted for:
Gain on extinguishment of debt	12.7		—
Total non-interest expense, adjusted	$	360.6	$	248.6
Pre-provision net revenue	$	351.6	$	306.9
Less:
Provision for credit losses	19.4		9.0
Income tax expense	42.4		58.1
Loss (gain) on sales of investment securities	12.5		(6.9)
Fair value loss adjustments, net	147.8		6.6
Plus: Gain on extinguishment of debt	12.7		—
Net income	$	142.2	$	240.1

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Efficiency Ratio

The following table shows the components used in the calculation of the efficiency ratio, adjusted for non-operating items, which management uses as a metric for assessing cost efficiency:


	Three Months Ended March 31,
	2023			2022
	(dollars in millions)
Total non-interest expense, adjusted	$	360.6		$	248.6
Divided by:
Total net interest income	609.9			449.5
Plus:
Tax equivalent interest adjustment	8.8			8.0
Total non-interest income, adjusted	102.3			106.0
	$	721.0		$	563.5
Efficiency ratio - tax equivalent basis	62.1		%	44.1		%
Efficiency ratio - tax equivalent basis, adjusted	50.0		%	44.1		%

Earnings Per Share, Adjusted

The following table shows the components used in the calculation of earnings per share, adjusted to exclude non-operating items:


	Three Months Ended March 31,
	2023		2022
	(in millions)
Net income available to common stockholders	$	139.0	$	236.9
Adjusted for:
Loss (gain) on sales of investment securities	12.5		(6.9)
Fair value loss adjustments, net	147.8		6.6
Gain on extinguishment of debt	(12.7)		—
Tax effect of adjustments	(37.9)		0.1
Net income available to common stockholders, adjusted	$	248.7	$	236.7
Diluted shares	108.3		106.6
Diluted earnings per share, adjusted	$	2.30	$	2.22

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Tangible Common Equity and Return on Average Tangible Common Equity

The following tables present financial measures related to tangible common equity. Tangible common equity represents total stockholders' equity, less goodwill and intangible assets and preferred stock. Management believes that tangible common equity financial measures are useful in evaluating the Company's capital strength, financial condition, and ability to manage potential losses.


	March 31, 2023			December 31, 2022
	(dollars and shares in millions)
Total stockholders' equity	$	5,521		$	5,356
Less:
Goodwill and intangible assets	677			680
Preferred stock	295			295
Total tangible common stockholders' equity	4,549			4,381
Plus: deferred tax - attributed to intangible assets	2			2
Total tangible common equity, net of tax	$	4,551		$	4,383

Total assets	$	71,047		$	67,734
Less: goodwill and intangible assets, net	677			680
Tangible assets	70,370			67,054
Plus: deferred tax - attributed to intangible assets	2			2
Total tangible assets, net of tax	$	70,372		$	67,056

Tangible common equity ratio	6.5		%	6.5		%
Common shares outstanding	109.5			108.9
Book value per common share	$	47.72		$	46.47
Tangible book value per common share, net of tax	41.56			40.25


	Three Months Ended March 31,
	2023			2022
	(dollars in millions)
Net income available to common shareholders	$	139.0		$	236.9
Divided by:
Average stockholders' equity	5,587.8			4,988.9
Less:
Average goodwill and intangible assets	(678.6)			(679.3)
Average preferred stock	(294.5)			(294.5)
Average tangible common equity	4,614.7			4,015.1


Return on average tangible common equity	12.2		%	23.9		%

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Regulatory Capital

The following table presents certain financial measures related to regulatory capital under Basel III, which includes CET1 and total capital. The FRB and other banking regulators use CET1 and total capital as a basis for assessing a bank's capital adequacy; therefore, management believes it is useful to assess financial condition and capital adequacy using this same basis. Specifically, the total capital ratio takes into consideration the risk levels of assets and off-balance sheet financial instruments. In addition, management believes that the classified assets to CET1 plus allowance measure is an important regulatory metric for assessing asset quality.

As permitted by the regulatory capital rules, the Company elected to delay the estimated impact of CECL on its regulatory capital over a five-year transition period ending December 31, 2024. Accordingly, capital ratios and amounts for 2022 include a 25% reduction to the capital benefit that resulted from the increased ACL related to the adoption of ASC 326, which has increased to include a 50% reduction beginning in 2023.


	March 31, 2023			December 31, 2022
	(dollars in millions)
Common equity tier 1:
Common equity	$	5,250		$	5,097
Less:
Non-qualifying goodwill and intangibles	669			672

Disallowed deferred tax asset	13			12
AOCI related adjustments	(593)			(664)
Unrealized gain on changes in fair value liabilities	2			4
Common equity tier 1	$	5,159		$	5,073
Divided by: Risk-weighted assets	$	54,988		$	54,461
Common equity tier 1 ratio	9.4		%	9.3		%

Common equity tier 1	$	5,159		$	5,073

Plus: Preferred stock and trust preferred securities	376			376




Tier 1 capital	$	5,535		$	5,449
Divided by: Tangible average assets	$	71,412		$	69,814
Tier 1 leverage ratio	7.8		%	7.8		%

Total capital:
Tier 1 capital	$	5,535		$	5,449
Plus:
Subordinated debt	817			817
Adjusted allowances for credit losses	328			320

Tier 2 capital	1,145			1,137


Total capital	$	6,680		$	6,586
Total capital ratio	12.1		%	12.1		%

Classified assets to tier 1 capital plus allowance:
Classified assets	$	459		$	393

Divided by: Tier 1 capital	5,535			5,449
Plus: Adjusted allowances for credit losses	328			320
Total Tier 1 capital plus adjusted allowances for credit losses	$	5,863		$	5,769
Classified assets to tier 1 capital plus allowance	7.8		%	6.8		%

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Net Interest Margin

The net interest margin is reported on a TEB. A tax equivalent adjustment is added to reflect interest earned on certain securities and loans that are exempt from federal and state income tax. The following tables set forth the average balances, interest income, interest expense, and average yield (on a fully TEB) for the periods indicated:


	Three Months Ended March 31,
	2023						2022
	Average Balance		Interest		Average Yield / Cost		Average Balance		Interest		Average Yield / Cost
	(dollars in millions)
Interest earning assets
Loans held for sale	$	2,153	$	31.3	5.90	%	$	6,522	$	50.4	3.14	%
Loans held for investment:
Commercial and industrial	20,481		368.2		7.35		17,487		165.9		3.91
CRE - non-owner-occupied	9,520		169.4		7.22		6,690		73.2		4.44
CRE - owner-occupied	1,809		24.6		5.62		1,859		22.8		5.07
Construction and land development	4,230		93.3		8.94		3,090		41.7		5.47
Residential real estate	15,839		144.7		3.71		10,384		80.2		3.13
Consumer	73		1.2		6.82		52		0.5		3.95
Total loans HFI (1), (2), (3)	51,952		801.4		6.28		39,562		384.3		3.98
Securities:
Securities - taxable	6,658		75.2		4.58		5,534		29.9		2.19
Securities - tax-exempt	2,117		20.9		5.00		2,136		18.1		4.29
Total securities (1)	8,775		96.1		4.68		7,670		48.0		2.77
Cash and other	3,331		40.1		4.88		2,057		1.8		0.36
Total interest earning assets	66,211		968.9		5.99		55,811		484.5		3.58
Non-interest earning assets
Cash and due from banks	265						245
Allowance for credit losses	(315)						(262)
Bank owned life insurance	182						181
Other assets	4,931						3,299
Total assets	$	71,274					$	59,274
Interest-bearing liabilities
Interest-bearing deposits:
Interest-bearing transaction accounts	$	10,534	$	68.2	2.63	%	$	7,743	$	2.7	0.14	%
Savings and money market accounts	18,066		115.5		2.59		18,131		9.6		0.21
Certificates of deposit	5,520		47.9		3.52		1,920		1.8		0.38
Total interest-bearing deposits	34,120		231.6		2.75		27,794		14.1		0.21
Short-term borrowings	7,288		87.5		4.87		1,150		1.7		0.62
Long-term debt	1,275		30.6		9.73		770		10.8		5.67
Qualifying debt	893		9.3		4.24		896		8.4		3.81
Total interest-bearing liabilities	43,576		359.0		3.34		30,610		35.0		0.46
Interest cost of funding earning assets					2.20						0.26
Non-interest-bearing liabilities
Non-interest-bearing demand deposits	20,521						22,580
Other liabilities	1,589						1,095
Stockholders’ equity	5,588						4,989
Total liabilities and stockholders' equity	$	71,274					$	59,274
Net interest income and margin (4)			$	609.9	3.79	%			$	449.5	3.32	%

(1)Yields on loans and securities have been adjusted to a TEB. The taxable-equivalent adjustment was $8.8 million and $8.0 million for the three months ended March 31, 2023 and 2022, respectively.

(2)Included in the yield computation are net loan fees of $35.6 million and $29.1 million for the three months ended March 31, 2023 and 2022, respectively.

(3)Includes non-accrual loans.

(4)Net interest margin is computed by dividing net interest income by total average earning assets, annualized on an actual/actual basis.

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	Three Months Ended March 31,
	2023 versus 2022
	Increase (Decrease) Due to Changes in (1)
	Volume		Rate		Total
	(in millions)
Interest income:
Loans held for sale	$	(63.5)	$	44.4	$	(19.1)
Loans:
Commercial and industrial	53.8		148.5		202.3
CRE - non-owner occupied	50.4		45.8		96.2
CRE - owner-occupied	(0.7)		2.5		1.8
Construction and land development	25.1		26.5		51.6
Residential real estate	49.8		14.7		64.5
Consumer	0.3		0.4		0.7
Total loans HFI	178.7		238.4		417.1
Securities:
Securities - taxable	12.7		32.6		45.3
Securities - tax-exempt	(0.2)		3.0		2.8
Total securities	12.5		35.6		48.1
Cash and other	15.3		23.0		38.3
Total interest income	143.0		341.4		484.4

Interest expense:
Interest-bearing transaction accounts	18.1		47.4		65.5
Savings and money market accounts	(0.4)		106.3		105.9
Certificates of deposit	31.2		14.9		46.1
Short-term borrowings	73.7		12.1		85.8
Long-term debt	12.1		7.7		19.8
Qualifying debt	—		0.9		0.9
Total interest expense	134.7		189.3		324.0

Net change	$	8.3	$	152.1	$	160.4

(1) Changes attributable to both volume and rate are designated as volume changes.

Comparison of interest income, interest expense and net interest margin

The Company's primary source of revenue is interest income. For the three months ended March 31, 2023, interest income was $968.9 million, an increase of $484.4 million, or 100.0%, compared to $484.5 million for the three months ended March 31, 2022. This increase was primarily the result of a $417.1 million increase in interest income from loans HFI that was driven by a $12.4 billion increase in the average loan HFI balance, coupled with a $48.1 million increase in interest income from investment securities due to higher investment yields and an increase in the average investment balance of $1.1 billion. Interest income from cash and other also increased $38.3 million due to the higher rate environment and an increase in cash balances resulting from higher short-term borrowings.

For the three months ended March 31, 2023, interest expense was $359.0 million, an increase of $324.0 million, compared to $35.0 million for the three months ended March 31, 2022. The increase in interest expense was due to an increase in interest expense on deposits of $217.5 million driven by increased interest rates and a $6.3 billion increase in the average interest-bearing deposit balance combined with a $105.6 million increase in interest expense on other borrowings resulting from an increase in the average balance of $6.6 billion.

For the three months ended March 31, 2023, net interest income was $609.9 million, an increase of $160.4 million, or 35.7%, compared to $449.5 million for the three months ended March 31, 2022. The increase in net interest income reflects a $10.4 billion increase in average interest-earning assets, partially offset by an increase of $13.0 billion in average interest-bearing liabilities. The increase in net interest margin of 47 basis points to 3.79% is largely the result of an increase in loan balances and related yields, partially offset by higher deposit balances and rates compared to the same period in 2022.

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Provision for Credit Losses

The provision for credit losses in each period is reflected as a reduction in earnings for that period and includes amounts related to funded loans, unfunded loan commitments, and investment securities. The provision is equal to the amount required to maintain the ACL at a level that is adequate to absorb estimated lifetime credit losses inherent in the loan and investment securities portfolios based on remaining contractual maturity, adjusted for estimated prepayments as of each period end. The Company's CECL models incorporate historical experience, current conditions, and reasonable and supportable forecasts in measuring expected credit losses. For the three months ended March 31, 2023, the Company recorded a provision for credit losses of $19.4 million, compared to $9.0 million for the three months ended March 31, 2022. The increase in the provision for credit losses from the three months ended March 31, 2022 is primarily related to a $17.1 million charge-off in the Company's AFS securities portfolio of a corporate debt security from a financial institution issuer and from heightened economic uncertainty, offset by a decrease in loans HFI balances as the Company transferred $5.9 billion to HFS, net of a fair value loss adjustment of $123.5 million.

Non-interest Income

The following table presents a summary of non-interest income:


	Three Months Ended March 31,
	2023		2022		Increase (Decrease)
	(in millions)
Net loan servicing revenue	$	41.9	$	41.1	$	0.8
Net gain on loan origination and sale activities	31.4		36.9		(5.5)
Service charges and fees	9.5		7.0		2.5
Commercial banking related income	6.2		5.1		1.1
Gain on recovery from credit guarantees	3.3		2.3		1.0
Income from equity investments	1.4		4.1		(2.7)
(Loss) gain on sales of investment securities	(12.5)		6.9		(19.4)

Fair value loss adjustments, net	(147.8)		(6.6)		(141.2)
Other income	8.6		9.5		(0.9)
Total non-interest income	$	(58.0)	$	106.3	$	(164.3)

Total non-interest income for the three months ended March 31, 2023 compared to the same period in 2022 decreased $164.3 million. The decrease in non-interest income was driven by non-operating charges following the execution of the Company's balance sheet repositioning strategy, which included sales of selected loans and investment securities and the transfer of $5.9 billion of loans HFI to HFS, net of a fair value loss adjustment of $123.5 million. Consequently, the Company recognized fair value loss adjustments of $147.8 million primarily related to the transfer of loans to HFS and a net loss of $12.5 million on sales of investment securities during the three months ended March 31, 2023.

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Non-interest Expense

The following table presents a summary of non-interest expense:


	Three Months Ended March 31,
	2023		2022		Increase (Decrease)
	(in millions)
Salaries and employee benefits	$	148.9	$	138.3	$	10.6
Deposit costs	86.9		9.3		77.6
Data processing	26.4		17.6		8.8
Legal, professional, and directors' fees	23.1		24.0		(0.9)
Occupancy	16.5		12.8		3.7
Insurance	15.7		7.2		8.5
Loan servicing expenses	13.8		10.8		3.0
Business development and marketing	5.2		4.4		0.8
Loan acquisition and origination expenses	4.4		6.5		(2.1)
Gain on extinguishment of debt	(12.7)		—		(12.7)



Other expense	19.7		17.7		2.0
Total non-interest expense	$	347.9	$	248.6	$	99.3

Total non-interest expense for the three months ended March 31, 2023 increased $99.3 million compared to the same period in 2022. The increase in non-interest expense was driven by an increase in deposit costs and salaries and employee benefits. The increase in deposit costs from the prior year relates primarily to an increase in deposit balances throughout 2022 and higher average ECR rates. The increase in salaries and employee benefits from the prior year relates to an increase in headcount. These increases were partially offset by a gain on extinguishment of debt of $12.7 million primarily related to payoff of the Company's credit linked note on its warehouse loans.

Income Taxes

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Business Segment Results

The Company's reportable segments are aggregated with a focus on products and services offered and consist of three reportable segments:

•Consumer Related: offers consumer banking services, such as mortgage banking and commercial banking services to enterprises in consumer-related sectors.

The following tables present selected operating segment information:


	Consolidated Company		Commercial		Consumer Related		Corporate & Other
At March 31, 2023	(in millions)
Loans HFI, net of deferred loan fees and costs	$	46,435	$	27,282	$	19,153	$	—
Deposits	47,587		21,991		20,017		5,579

At December 31, 2022
Loans HFI, net of deferred loan fees and costs	$	51,862	$	31,414	$	20,448	$	—
Deposits	53,644		29,494		18,492		5,658


Three Months Ended March 31, 2023	(in millions)
Pre-tax income (loss)	$	184.6	$	159.4	$	56.8	$	(31.6)




Three Months Ended March 31, 2022
Pre-tax income (loss)	$	298.2	$	236.8	$	126.9	$	(65.5)

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BALANCE SHEET ANALYSIS

Total assets increased $3.3 billion, or 4.9%, to $71.0 billion at March 31, 2023, compared to $67.7 billion at December 31, 2022. The increase in total assets was driven by an increase in borrowings as the recent disruption in the banking industry caused a temporary surge in deposit outflows, increasing the need for additional liquidity, which contributed to an increase in cash of $2.6 billion as well as an increase in investment securities of $569 million. Loans HFI decreased by $5.4 billion, or 10.5%, to $46.4 billion as of March 31, 2023, compared to $51.9 billion as of December 31, 2022. The decrease in loans HFI from December 31, 2022 was driven by the transfer of $5.9 billion to HFS, net of a fair value loss adjustment of $123.5 million. By loan type, commercial and industrial loans and residential real estate loans decreased $5.2 billion and $904 million, respectively, from December 31, 2022, offset by increases in construction and land development loans and CRE, non-owner occupied loans of $394 million and $298 million, respectively. Loans HFS increased $5.8 billion as a result of this transfer, up from $1.2 billion as of December 31, 2022.

Total liabilities increased $3.1 billion, or 5.0%, to $65.5 billion at March 31, 2023, compared to $62.4 billion at December 31, 2022. The increase in liabilities is due primarily to an increase in borrowings as total deposits were down $6.1 billion, or 11.3%, to $47.6 billion. By type, the decrease in deposits from December 31, 2022 was driven by a decrease of $5.6 billion in savings and money market accounts and $3.2 billion in non-interest bearing demand deposits, partially offset by an increase of $1.5 billion in certificates of deposit and $1.2 billion in interest bearing demand deposits. Other borrowings increased $9.6 billion from December 31, 2022 due to an increase in short-term borrowings.

Total stockholders’ equity of $5.5 billion at March 31, 2023 increased by $165 million, or 3.1%, from December 31, 2022. The increase in stockholders' equity is primarily a function of net income and unrealized fair value gains on AFS securities recorded net of tax in other comprehensive income, offset by quarterly dividends to common and preferred shareholders.

Investment securities

Debt securities are classified at the time of acquisition as either HTM, AFS, or trading based upon various factors, including asset/liability management strategies, liquidity and profitability objectives, and regulatory requirements. HTM securities are carried at amortized cost, adjusted for amortization of premiums or accretion of discounts. AFS securities are debt securities that may be sold prior to maturity based upon asset/liability management decisions. Investment securities classified as AFS are carried at fair value with unrealized gains or losses on these securities recorded in AOCI in stockholders’ equity, net of tax. Amortization of premiums or accretion of discounts on MBS is periodically adjusted for estimated prepayments. Trading securities are reported at fair value, with unrealized gains and losses on these securities included in current period earnings.

The Company's investment securities portfolio is utilized as collateral for borrowings, required collateral for public deposits and repurchase agreements, and to manage liquidity, capital, and interest rate risk.

The following table summarizes the carrying value of the Company's investment securities portfolio:


	March 31, 2023		December 31, 2022		Increase (Decrease)
	(in millions)
Debt securities
CLO	$	2,436	$	2,706	$	(270)
Commercial MBS issued by GSEs	62		97		(35)
Corporate debt securities	358		390		(32)

Private label residential MBS	1,370		1,397		(27)
Residential MBS issued by GSEs	1,788		1,740		48
Tax-exempt	1,990		1,982		8

U.S. Treasury securities	900		—		900
Other	66		69		(3)
Total debt securities	$	8,970	$	8,381	$	589

Equity securities
Common stock	$	3	$	3	$	—
CRA investments	39		49		(10)
Preferred stock	99		108		(9)
Total equity securities	$	141	$	160	$	(19)

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Loans HFS

The Company purchases and originates residential mortgage loans through its AmeriHome mortgage banking business channel that are held for sale or securitization. These loans have historically made up the entire balance of loans HFS. As of March 31, 2023, the loans HFS balance includes $5.9 billion of loans (primarily commercial and industrial loans) that were transferred to HFS, net of a fair value loss adjustment of $123.5 million, as the Company executes its balance sheet repositioning strategy to further strengthen its capital and liquidity position. This transfer of loans that were previously classified as HFI increased the balance of loans HFS to $7.0 billion at March 31, 2023, compared to $1.2 billion at December 31, 2022.

Loans HFI

The table below summarizes the distribution of the Company’s held for investment loan portfolio:


	March 31, 2023		December 31, 2022		Increase (Decrease)
	(in millions)
Warehouse lending	$	4,788	$	5,561	$	(773)
Municipal & nonprofit	1,543		1,524		19
Tech & innovation	2,471		2,293		178
Equity fund resources	971		3,717		(2,746)
Other commercial and industrial	5,912		7,793		(1,881)
CRE - owner occupied	1,645		1,656		(11)
Hotel franchise finance	3,900		3,807		93
Other CRE - non-owner occupied	5,650		5,457		193
Residential	13,435		13,996		(561)
Residential - EBO	1,538		1,884		(346)
Construction and land development	4,388		3,995		393
Other	194		179		15
Total loans HFI	46,435		51,862		(5,427)
Allowance for credit losses	(305)		(310)		5
Total loans HFI, net of allowance	$	46,130	$	51,552	$	(5,422)

Concentrations of Lending Activities

The Company monitors concentrations of lending activities at the product and borrower relationship level. As of March 31, 2023 and December 31, 2022, no borrower relationships at both the commitment and funded loan level exceeded 5% of total loans HFI.

The Company’s loan portfolio includes significant credit exposure to the CRE market as CRE related loans accounted for approximately 34% and 29% of total loans at March 31, 2023 and December 31, 2022, respectively. Approximately $2.5 billion, or 5.5%, of the Company’s HFI loan portfolio consisted of office loans as of March 31, 2023, compared to $2.4 billion, or 4.6%, as of December 31, 2022. Over 90% of these office loans are considered CRE-non-owner occupied ("CRE-investor") and primarily consist of shorter-term bridge loans that enable borrowers to reposition or redevelop projects with more modern standards attractive to in-office employers in today’s environment, including enhanced on-site amenities. The vast majority of these projects are located in midtown or suburban locations with Central Business District or downtown exposure totaling less than 15% of office loans. Among the CRE-investor office portfolio, the Company focuses on serving well-understood locations where the Company has an established track record, with the largest MSA exposures in Phoenix (31%), Los Angeles (19%), San Diego (10%), and Las Vegas (8%). Concentration in metropolitan areas generally assumed to be most impacted by “work-from-home” trends is limited to less than 15%, which include: San Francisco-Oakland (< 5%), San Jose-Sunnyvale-Santa Clara (< 3%), Seattle (<4%) and New York City (<3%).

The office loan portfolio largely consists of value-add loans that require significant up-front cash equity contributions from institutional sponsors and large regional and national developers. Leverage is low with initial loan-to-value ratios less than 55% and a weighted average loan-to-cost of less than 62% at time of origination. The properties underlying these loans have stable business trends and low vacancy rates. In addition to adhering to conservative underwriting standards, asset-specific credit risk

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is mitigated through continued sponsor support of projects by re-appraisal rights by the Company, re-margining requirements and ongoing debt service, and debt yield covenants.

Substantially all of the Company's remaining CRE loans are secured by first liens with an initial loan to value ratio of generally not more than 75%. Approximately 16% of these CRE loans, excluding construction and land loans, were owner-occupied at March 31, 2023 and December 31, 2022.

In addition, commercial and industrial loans made up 33% and 40% of the Company's HFI loan portfolio as of March 31, 2023 and December 31, 2022, respectively.

Non-performing Assets

Total non-performing loans increased $40 million to $127 million at March 31, 2023, from $87 million at December 31, 2022.


	March 31, 2023			December 31, 2022
	(dollars in millions)
Total nonaccrual loans (1)	$	107		$	85
Loans past due 90 days or more on accrual status (2)	1			—
Accruing restructured loans	19			2
Total nonperforming loans	$	127		$	87


Other assets acquired through foreclosure, net	$	11		$	11

Nonaccrual loans to funded loans HFI	0.23		%	0.16		%
Loans past due 90 days or more on accrual status to funded loans HFI	0.00			—

(1)Includes loan modifications to borrowers experiencing financial difficulty of $7 million and TDR loans of $12 million at March 31, 2023 and December 31, 2022, respectively.

(2)Excludes government guaranteed residential mortgage loans of $495 million and $582 million at March 31, 2023 and December 31, 2022, respectively.

Interest income that would have been recorded under the original terms of nonaccrual loans was $0.8 million and $1.1 million for the three months ended March 31, 2023 and 2022, respectively.

The composition of nonaccrual loans HFI by loan portfolio segment were as follows:


	March 31, 2023
	Nonaccrual Balance		Percent of Nonaccrual Balance		Percent of Total Loans HFI
	(dollars in millions)

Municipal & nonprofit	$	13	12.1	%	0.03	%
Tech & innovation	9		8.4		0.02

Other commercial and industrial	29		27.1		0.06
CRE - owner occupied	21		19.6		0.05

Other CRE - non-owner occupied	5		4.7		0.01
Residential	28		26.2		0.06

Construction and land development	2		1.9		0.00

Total non-accrual loans	$	107	100.0	%	0.23	%


	December 31, 2022
	Nonaccrual Balance		Percent of Nonaccrual Balance		Percent of Total Loans HFI
	(dollars in millions)

Municipal & nonprofit	$	7	8.2	%	0.01	%
Tech & innovation	1		1.2		0.00

Other commercial and industrial	24		28.2		0.04
CRE - owner occupied	12		14.1		0.02
Hotel franchise finance	10		11.8		0.02
Other CRE - non-owner occupied	8		9.4		0.02
Residential	19		22.4		0.04
Construction and land development	4		4.7		0.01

Total non-accrual loans	$	85	100.0	%	0.16	%

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Restructurings for Borrowers Experiencing Financial Difficulty

The Company adopted the amendments in ASU 2022-02, which eliminated the accounting guidance on TDR loans for creditors and requires enhanced disclosures for loan modifications to borrowers experiencing financial difficulty that were made on or after January 1, 2023.

The following table presents the amortized cost of loans HFI that were modified during the period by loan portfolio segment:


	March 31, 2023
	Payment Delay and Term Extension		Term Extension		Payment Delay		Total		% of Total Class of Financing Receivable
	(dollars in millions)


Tech & innovation	$	2	$	—	$	5	$	7	0.3	%



Hotel franchise finance	—		18		—		18		0.5

Residential	—		—		1		1		—



Total	$	2	$	18	$	6	$	26	0.1	%

None of the loans that were modified were in payment default and the loans remain current with contractual payments as of March 31, 2023.

Troubled Debt Restructured Loans

The following table presents TDR loans:


	December 31, 2022
	Number of Loans	Recorded Investment





Other commercial and industrial	4	$	2
CRE - owner occupied	1	1
Hotel franchise finance	1	10
Other CRE - non-owner occupied	1	1




Total	7	$	14

As of December 31, 2022, the ACL on TDR loans totaled $4 million and there were no outstanding commitments on TDR loans.

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Allowance for Credit Losses on Loans HFI

The ACL consists of the ACL on loans and an ACL on unfunded loan commitments. The ACL on AFS and HTM securities is estimated separately from loans and is discussed within the Investment Securities section.

The following table summarizes the allocation of the ACL on loans HFI by loan portfolio segment:


	March 31, 2023						December 31, 2022
	Allowance for credit losses		Percent of total allowance for credit losses		Percent of loan type to total loans HFI		Allowance for credit losses		Percent of total allowance for credit losses		Percent of loan type to total loans HFI
	(dollars in millions)
Warehouse lending	$	6.6	2.2	%	10.3	%	$	8.4	2.7	%	10.7	%
Municipal & nonprofit	18.4		6.0		3.3		15.9		5.1		3.0
Tech & innovation	36.4		11.9		5.3		30.8		10.0		4.4
Equity fund resources	3.3		1.1		2.1		6.4		2.1		7.2
Other commercial and industrial	51.1		16.8		12.8		85.9		27.7		15.0
CRE - owner occupied	8.6		2.8		3.6		7.1		2.3		3.2
Hotel franchise finance	47.7		15.7		8.4		46.9		15.2		7.4
Other CRE - non-owner occupied	66.4		21.8		12.2		47.4		15.3		10.5
Residential	31.7		10.4		28.9		30.4		9.8		27.0
Residential - EBO	—		—		3.3		—		—		3.6
Construction and land development	31.5		10.3		9.4		27.4		8.8		7.7
Other	3.0		1.0		0.4		3.1		1.0		0.3
Total	$	304.7	100.0	%	100.0	%	$	309.7	100.0	%	100.0	%

During the three months ended March 31, 2023 and 2022, net loan charge-offs to average loans outstanding were 0.05% and approximately 0.00%, respectively.

In addition to the ACL on funded loans HFI, the Company maintains a separate ACL related to off-balance sheet credit exposures, including unfunded loan commitments. This allowance balance totaled $44.8 million and $47.0 million at March 31, 2023 and December 31, 2022, respectively, and is included in Other liabilities on the Consolidated Balance Sheet.

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Problem Loans

The Company classifies loans consistent with federal banking regulations using a nine category grading system. The following table presents information regarding potential and actual problem loans, consisting of loans graded as Special Mention, Substandard, Doubtful, and Loss, but which are still performing:


	March 31, 2023
	Number of Loans	Problem Loan Balance		Percent of Problem Loan Balance		Percent of Total Loans HFI
	(dollars in millions)

Municipal & nonprofit	1	$	7	1.8	%	0.01	%
Tech & innovation	19	54		14.3		0.12

Other commercial and industrial	42	32		8.5		0.07
CRE - owner occupied	8	3		0.8		0.01
Hotel franchise finance	1	8		2.1		0.02
Other CRE - non-owner occupied	11	136		36.1		0.29
Residential	60	30		8.0		0.06

Construction and land development	2	99		26.3		0.21
Other	19	8		2.1		0.02
Total	163	$	377	100.0	%	0.81	%


	December 31, 2022
	Number of Loans	Problem Loan Balance		Percent of Problem Loan Balance		Percent of Total Loans HFI
	(dollars in millions)
Warehouse lending	1	$	43	11.3	%	0.08	%

Tech & innovation	27	81		21.4		0.16

Other commercial and industrial	50	36		9.5		0.07
CRE - owner occupied	8	4		1.0		0.01
Hotel franchise finance	2	26		6.9		0.05
Other CRE - non-owner occupied	9	55		14.5		0.10
Residential	39	20		5.3		0.04
Construction and land development	2	98		25.9		0.19
Other	18	16		4.2		0.03
Total	156	$	379	100.0	%	0.73	%

Mortgage Servicing Rights

The fair value of the Company's MSRs related to residential mortgage loans totaled $910 million and $1.1 billion as of March 31, 2023 and December 31, 2022, respectively. The decrease in MSRs is primarily related to sales of MSRs, partially offset by new production.

The following is a summary of the UPB of loans underlying the Company's MSR portfolio by type:


	March 31, 2023		December 31, 2022
	(in millions)
FNMA and FHLMC	$	42,198	$	38,113
GNMA	14,545		31,046
Non-agency	1,723		1,690
Total unpaid principal balance of loans	$	58,466	$	70,849

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Goodwill and Other Intangible Assets

Goodwill represents the excess consideration paid for net assets acquired in a business combination over their fair value. Goodwill and other intangible assets acquired in a business combination that are determined to have an indefinite useful life are not subject to amortization, but are subsequently evaluated for impairment at least annually. The Company has goodwill totaling $527 million at March 31, 2023 and December 31, 2022.

The Company performs its annual goodwill and intangible assets impairment tests as of October 1 each year, or more often if events or circumstances indicate that the carrying value may not be recoverable. The Company evaluated whether the recent events in the banking sector may give rise to a triggering event and elected to perform a Step 0 goodwill impairment assessment, which included analyzing qualitative factors applicable to the Company, the financial performance of the Company, and valuation metrics of publicly traded companies comparable to the Company and its reporting units. As of March 31, 2023, the Company does not believe that these events or circumstances have significantly altered the long-term financial performance of the Company. Accordingly, it was determined that it is more likely than not that the fair value of the Company and its reporting units exceeds their respective carrying values as of March 31, 2023. The Company will continue to monitor developments in the banking industry and the resulting impact on the Company’s performance to assess whether an interim impairment test of goodwill or other intangible assets may be necessary in subsequent quarters.

Deferred Tax Assets

At March 31, 2023 and December 31, 2022, the Company had no deferred tax valuation allowance.

Deposits

Deposits are the primary source for funding the Company's asset growth. Total deposits decreased to $47.6 billion at March 31, 2023, from $53.6 billion at December 31, 2022, a decrease of $6.1 billion, or 11.3%. By deposit type, the decrease in deposits is attributable to decreases in savings and money market accounts of $5.6 billion and non-interest bearing demand deposits of $3.2 billion, partially offset by increases in certificates of deposit of $1.5 billion and interest bearing demand deposits of $1.2 billion.

The average balances and weighted average rates paid on deposits are presented below:


	Three Months Ended March 31,
	2023				2022
	Average Balance		Rate		Average Balance		Rate
	(dollars in millions)
Interest-bearing transaction accounts	$	10,534	2.63	%	$	7,743	0.14	%
Savings and money market accounts	18,066		2.59		18,131		0.21
Certificates of deposit	5,520		3.52		1,920		0.38
Total interest-bearing deposits	34,120		2.75		27,794		0.21
Non-interest-bearing demand deposits	20,521		—		22,580		—
Total deposits	$	54,641	1.72	%	$	50,374	0.11	%

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At March 31, 2023 and December 31, 2022, the Company's insured deposits as a percentage of total deposits was 68% and 45%, respectively. The Company's insured deposit ratio further increased to 74% as of May 2, 2023.

Other Borrowings

Short-Term Borrowings

The Company utilizes short-term borrowed funds to support short-term liquidity needs. The majority of these short-term borrowed funds consist of advances from the FHLB, federal funds purchased from correspondent banks or the FHLB, the BTFP, and repurchase agreements. The Company’s borrowing capacity with the FHLB is determined based on collateral pledged, generally consisting of securities and loans. In addition, the Company has borrowing capacity from other sources, collateralized by securities, including securities sold under agreements to repurchase, which are reflected at the amount of cash received in connection with the transaction, and may require additional collateral based on the fair value of the underlying securities and the BTFP. Total short term borrowings increased $9.8 billion to $14.8 billion at March 31, 2023 from $5.0 billion at December 31, 2022. The increase was driven by increases in FHLB advances of $6.7 billion, securities repurchase agreements of $1.5 billion, BTFP borrowings of $1.3 billion, and $566 million of warehouse borrowings.

Long-Term Borrowings

The Company's long-term borrowings consist of AmeriHome senior notes and credit linked notes, inclusive of issuance costs and fair market value adjustments. At March 31, 2023, the carrying value of long-term borrowings was $1.0 billion, compared to $1.3 billion at December 31, 2022. The decrease in long-term borrowings from December 31, 2022 primarily relates to the payoff of the credit linked note on the Company's mortgage warehouse loans during the three months ended March 31, 2023.

Qualifying Debt

Qualifying debt consists of subordinated debt and junior subordinated debt, inclusive of issuance costs and fair market value adjustments. At March 31, 2023, the carrying value of qualifying debt was $895 million, compared to $893 million at December 31, 2022.

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Capital Resources

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken, could have a direct material effect on the Company’s business and financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items (discussed in "Note 14. Commitments and Contingencies" to the Unaudited Consolidated Financial Statements) as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

As permitted by the regulatory capital rules, the Company elected the CECL transition option that delayed the estimated impact on regulatory capital resulting from the adoption of CECL over a five-year transition period ending December 31, 2024. Accordingly, capital ratios and amounts for 2022 include a 25% reduction to the capital benefit that resulted from the increased ACL related to the adoption of ASC 326, which has increased to include a 50% reduction beginning in 2023.

As of March 31, 2023 and December 31, 2022, the Company and the Bank exceeded the capital levels necessary to be classified as well-capitalized, as defined by the various banking agencies. The actual capital amounts and ratios for the Company and the Bank are presented in the following tables:


	Total Capital		Tier 1 Capital		Risk-Weighted Assets		Tangible Average Assets		Total Capital Ratio		Tier 1 Capital Ratio		Tier 1 Leverage Ratio		Common Equity Tier 1
	(dollars in millions)
March 31, 2023
WAL	$	6,680	$	5,535	$	54,988	$	71,412	12.1	%	10.1	%	7.8	%	9.4	%
WAB	6,361		5,809		54,914		71,360		11.6		10.6		8.1		10.6
Well-capitalized ratios									10.0		8.0		5.0		6.5
Minimum capital ratios									8.0		6.0		4.0		4.5

December 31, 2022
WAL	$	6,586	$	5,449	$	54,461	$	69,814	12.1	%	10.0	%	7.8	%	9.3	%
WAB	6,280		5,737		54,411		69,762		11.5		10.5		8.2		10.5
Well-capitalized ratios									10.0		8.0		5.0		6.5
Minimum capital ratios									8.0		6.0		4.0		4.5

The Company is also required to maintain specified levels of capital to remain in good standing with certain federal government agencies, including FNMA, FHLMC, GNMA, and HUD. These capital requirements are generally tied to the unpaid balances of loans included in the Company's servicing portfolio or loan production volume. Noncompliance with these capital requirements can result in various remedial actions up to, and including, removing the Company's ability to sell loans to and service loans on behalf of the respective agency. The Company believes that it is in compliance with these requirements as of March 31, 2023.

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Critical Accounting Estimates

Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions. The critical accounting estimates upon which the Company's financial condition and results of operations depend, and which involve the most complex subjective decisions or assessments, are included in the discussion entitled "Critical Accounting Policies" in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and all amendments thereto, as filed with the SEC. There were no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K.

Liquidity

Liquidity is the ongoing ability to accommodate liability maturities and deposit withdrawals, fund asset growth and business operations, and meet contractual obligations through unconstrained access to funding at reasonable market rates. Liquidity management involves forecasting funding requirements and maintaining sufficient capacity to meet the needs and accommodate fluctuations in asset and liability levels due to changes in the Company's business operations or unanticipated events.

The ability to have readily available funds sufficient to repay fully maturing liabilities is of primary importance to depositors, creditors, and regulators. The Company's liquidity, represented by cash and amounts due from banks, federal funds sold, loans HFS, and non-pledged marketable securities, is a result of the Company's operating, investing, and financing activities and related cash flows. The Company actively monitors and manages liquidity, and no less than quarterly will estimate probable liquidity needs on a 12-month horizon. Liquidity needs can also be met through short-term borrowings or the disposition of short-term assets.

The following table presents the available and outstanding balances on the Company's lines of credit as of March 31, 2023:


	March 31, 2023
	Available Balance		Outstanding Balance
	(in millions)
Unsecured fed funds credit lines at correspondent banks	$	1,084	$	400

In addition to lines of credit, the Company has borrowing capacity with the FHLB and FRB from pledged loans and securities and warehouse borrowing lines of credit. The borrowing capacity, outstanding borrowings, and available credit as of March 31, 2023 are presented in the following table:


	March 31, 2023
	(in millions)
FHLB:
Borrowing capacity	$	11,870
Outstanding borrowings	11,000
Letters of credit	194
Total available credit	$	676

FRB:
Borrowing capacity	$	17,947
Outstanding borrowings (BTFP)	1,300
Total available credit	$	16,647

Warehouse borrowings:
Borrowing capacity	$	1,000
Outstanding borrowings	566
Total available credit	$	434

The Company has a formal liquidity policy and, in the opinion of management, its liquid assets are considered adequate to meet cash flow needs for loan funding and deposit cash withdrawals for the next 90-120 days. At March 31, 2023, there were $5.7 billion in liquid assets, comprised of $3.6 billion in cash and cash equivalents, $1.0 billion in loans HFS, and $1.1 billion in unpledged marketable securities. At December 31, 2022, the Company maintained $7.7 billion in liquid assets, comprised of $1.1 billion of cash and cash equivalents, $1.1 billion in loans HFS, and $5.5 billion of unpledged marketable securities.

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The Parent maintains liquidity that would be sufficient to fund its operations and certain non-bank affiliate operations for an extended period should funding from normal sources be disrupted. In the Company's analysis of Parent liquidity, it is assumed that the Parent is unable to generate funds from additional debt or equity issuances, receives no dividend income from subsidiaries and does not pay dividends to stockholders, while continuing to make non-discretionary payments needed to maintain operations and repayment of contractual principal and interest payments owed by the Parent and affiliated companies. Under this scenario, the amount of time the Parent and its non-bank subsidiary can operate and meet all obligations before the current liquid assets are exhausted is considered as part of the Parent liquidity analysis. Management believes the Parent maintains adequate liquidity capacity to operate without additional funding from new sources for over twelve months.

WAB maintains sufficient funding capacity to address large increases in funding requirements, such as deposit outflows. This capacity is comprised of liquidity derived from a reduction in asset levels and various secured funding sources. On a long-term basis, the Company’s liquidity will be met by changing the relative distribution of its asset portfolios (for example, by reducing investment or loan volumes, or selling or encumbering assets). Further, the Company can increase liquidity by soliciting higher levels of deposit accounts through promotional activities and/or borrowing from correspondent banks, the FHLB of San Francisco, and the FRB. At March 31, 2023, the Company's long-term liquidity needs primarily relate to funds required to support loan originations, commitments, and deposit withdrawals, which can be met by cash flows from investment payments and maturities, and investment sales, if necessary.

The Company’s liquidity is comprised of three primary classifications: 1) cash flows provided by operating activities; 2) cash flows used in investing activities; and 3) cash flows provided by financing activities. Net cash provided by or used in operating activities consists primarily of net income, adjusted for changes in certain other asset and liability accounts and certain non-cash income and expense items, such as the provision for credit losses, investment and other amortization and depreciation. For the three months ended March 31, 2023 and 2022, net cash provided by operating activities was $357.3 million and $622.9 million, respectively.

The Company's primary investing activities are the origination of real estate and commercial loans, the collection of repayments of these loans, and the purchase and sale of securities. The Company's net cash provided by and used in investing activities has been primarily influenced by its loan and securities activities. The Company's cash balance during the three months ended March 31, 2023 and 2022 was reduced by $1.0 billion and $2.0 billion, respectively, as a result of a net increase in loans, excluding non-cash transfers of loans from HFI to HFS, as well as a net increase in investment securities of $478 million and $518 million, respectively.

Net cash provided by financing activities has been impacted significantly by deposit levels. During the three months ended March 31, 2023, net deposits decreased $6.1 billion, compared to an increase in net deposits of $4.5 billion during the three months ended March 31, 2022.

Fluctuations in core deposit levels may increase the Company's need for liquidity as certificates of deposit mature or are withdrawn before maturity, and as non-maturity deposits, such as checking and savings account balances, are withdrawn. Additionally, the Company is exposed to the risk that customers with large deposit balances will withdraw all or a portion of such deposits, due in part to the FDIC limitations on the amount of insurance coverage provided to depositors. To mitigate the uninsured deposit risk, the Company participates in the CDARS and ICS programs, which allow an individual customer to invest up to $50.0 million and $150.0 million, respectively, through one participating financial institution or, a combined total of $200.0 million per individual customer, with the entire amount being covered by FDIC insurance. As of March 31, 2023, the Company had $8.0 billion of total reciprocal deposits.

As of March 31, 2023, the Company has $8.1 billion of wholesale brokered deposits outstanding. Brokered deposits are generally considered to be deposits that have been received from a third party who is engaged in the business of placing deposits on behalf of others. A traditional deposit broker will direct deposits to the banking institution offering the highest interest rate available. Federal banking laws and regulations place restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are not relationship based and are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. As of March 31, 2023, $3.0 billion of reciprocal deposits were included as brokered deposits as these deposits exceeded the $5 billion threshold for exclusion from brokered deposits.

Federal and state banking regulations place certain restrictions on dividends paid. The total amount of dividends which may be paid at any date is generally limited to the retained earnings of the bank. Dividends paid by WAB to the Parent would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the three months ended March 31, 2023, WAB and CSI paid dividends to the Parent of $55 million and $100 million, respectively. Subsequent to March 31, 2023, WAB paid dividends to the Parent of $55 million.

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Supervision and Regulation

The following information is intended to update, and should be read in conjunction with, the information contained under the caption “Supervision and Regulation” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Bank Term Funding Program

In response to recent bank failures, the Federal Reserve System has established a BTFP, which is intended to provide additional funding to eligible depository institutions to help assure banks have the ability to meet the needs of all their depositors. The BTFP offers loans of up to one year in length to eligible depository institutions pledging any collateral eligible for purchase by the Federal Reserve Banks in open market operations (for example, U.S. Treasuries, U.S. agency securities, and U.S. agency mortgage-backed securities), which will be valued at par. The U.S. Department of the Treasury will provide $25 billion as credit protection to the Federal Reserve Banks in connection with the BTFP. The goal of the BTFP is to be an additional source of liquidity against high-quality securities, eliminating an institution’s need to quickly sell those securities in times of stress. The Company has borrowings under the BTFP that totaled $1.3 billion as of March 31, 2023.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss in a financial instrument arising from adverse changes in market prices and rates, foreign currency exchange rates, commodity prices, and equity prices. The Company's market risk arises primarily from interest rate risk inherent in its lending, investing, and deposit taking activities. To that end, management actively monitors and manages the Company's interest rate risk exposure. The Company generally manages its interest rate sensitivity by evaluating re-pricing opportunities on its earning assets to those on its funding liabilities.

Management uses various asset/liability strategies to manage the re-pricing characteristics of the Company's assets and liabilities, all of which are designed to ensure that exposure to interest rate fluctuations is limited to within the Company's guidelines of acceptable levels of risk-taking. Hedging strategies, including the terms and pricing of loans and deposits and management of the deployment of its securities, are used to reduce mismatches in interest rate re-pricing opportunities of portfolio assets and their funding sources.

Interest rate risk is addressed by ALCO, which includes members of executive management, finance, and operations. ALCO monitors interest rate risk by analyzing the potential impact on the net EVE and net interest income from potential changes in interest rates and considers the impact of alternative strategies or changes in balance sheet structure. The Company manages its balance sheet in part to maintain the potential impact on EVE and net interest income within acceptable ranges despite changes in interest rates.

The Company's exposure to interest rate risk is reviewed at least quarterly by ALCO. Interest rate risk exposure is measured using interest rate sensitivity analysis to determine its change in both EVE and net interest income in the event of hypothetical changes in interest rates. If potential changes to EVE and net interest income resulting from hypothetical interest rate changes are not within the limits established by the BOD, the BOD may direct management to adjust the asset and liability mix to bring interest rate risk within Board-approved limits.

Net Interest Income Simulation. To measure interest rate risk at March 31, 2023, the Company used a simulation model to project changes in net interest income that result from forecasted changes in interest rates. This analysis calculates the difference between a baseline net interest income forecast using current yield curves that do not take into consideration any future anticipated rate hikes, compared to forecasted net income resulting from an immediate parallel shift in rates upward or downward, along with other scenarios directed by ALCO. The income simulation model includes various assumptions regarding re-pricing relationships for each of the Company's products. Many of the Company's assets are variable rate loans, which are assumed to re-price immediately and, proportional to the change in market rates, depending on their contracted index, including the impact of caps or floors. Some loans and investments contain contractual prepayment features (embedded options) and, accordingly, the simulation model incorporates prepayment assumptions. The Company's non-term deposit products re-price concurrently with interest rate changes taken by the FOMC.

This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It assumes the balance sheet remains static and that its structure does not change over the course of the year. It does not account for all factors that could impact the Company's results, including changes by management to mitigate interest rate changes or secondary factors, such as changes to the Company's credit risk profile as interest rates change.

Furthermore, loan prepayment rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment speeds that will differ from the market estimates incorporated in this analysis. Changes that vary significantly from the modeled assumptions may have a significant effect on the Company's actual net interest income.

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This simulation model assesses the changes in net interest income that would occur in response to an instantaneous and sustained increase or decrease (shock) in market interest rates. At March 31, 2023, our net interest income exposure for the next twelve months related to these hypothetical changes in market interest rates was within our current guidelines.

Sensitivity of Net Interest Income


	Parallel Shift Rate Scenario (change in basis points from Base)
	Down 100			Base		Up 100			Up 200
	(in millions)
Interest Income	$	3,384.0		$	3,737.3	$	4,092.9		$	4,443.7
Interest Expense	1,485.8			1,824.7		2,165.6			2,506.8
Net Interest Income	$	1,898.2		$	1,912.6	$	1,927.3		$	1,936.9
% Change	(0.8)		%			0.8		%	1.3		%


	Interest Rate Ramp Scenario (change in basis points from Base)
	Down 100			Base		Up 100			Up 200
	(in millions)
Interest Income	$	3,585.1		$	3,737.3	$	3,890.6		$	4,042.7
Interest Expense	1,669.5			1,824.7		1,980.4			2,136.1
Net Interest Income	$	1,915.6		$	1,912.6	$	1,910.2		$	1,906.6
% Change	0.2		%			(0.1)		%	(0.3)		%

Economic Value of Equity. The Company measures the impact of market interest rate changes on the NPV of estimated cash flows from its assets, liabilities, and off-balance sheet items, defined as EVE, using a simulation model. This simulation model assesses the changes in the market value of interest rate sensitive financial instruments that would occur in response to an instantaneous and sustained increase or decrease (shock) in market interest rates.

At March 31, 2023, the Company's EVE exposure related to these hypothetical changes in market interest rates was within the Company's current guidelines, with the exception of the Up 100 and Up 200 rate scenarios, where there was a breach on the Company's guideline of (10.0)% and (20.0)%, respectively. The breach is the result of a decline in duration of the Company's deposit liabilities from lower deposit balances and higher short-term borrowings. The BOD and ALCO have reviewed and approved the breach. It is the Company's belief that revised growth expectations with an emphasis on relationship deposits, the addition of short duration high-quality liquid assets, paydown of short term borrowings and a strategic hedging strategy will reduce EVE exposure in the Up 100 and Up 200 rate scenarios and remediate both policy breaches.

The following table shows the Company's projected change in EVE for this set of rate shocks at March 31, 2023:

Economic Value of Equity


	Interest Rate Scenario (change in basis points from Base)
		Down 100			Base		Up 100			Up 200			Up 300
	(in millions)
Assets		$	69,072		$	67,200	$	65,587		$	64,192		$	62,974
Liabilities		59,898			59,193		58,513			57,867			57,188
Net Present Value		$	9,174		$	8,007	$	7,074		$	6,325		$	5,786
% Change		14.6		%			(11.7)		%	(21.0)		%	(27.7)		%

The computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, asset prepayments, and deposit decay, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions the Company may undertake in response to changes in interest rates. Actual amounts may differ from the projections set forth above should market conditions vary from the underlying assumptions.

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Derivative Contracts. In the normal course of business, the Company uses derivative instruments to meet the needs of its customers and manage exposure to fluctuations in interest rates. The following table summarizes the aggregate notional amounts, market values, and terms of the Company’s derivative positions as of March 31, 2023 and December 31, 2022:

Outstanding Derivatives Positions



March 31, 2023					December 31, 2022
Notional		Net Value		Weighted Average Term (Years)	Notional		Net Value		Weighted Average Term (Years)
(dollars in millions)
$	308,320	$	13	1.1	$	322,057	$	11	0.6

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Item 4.Controls and Procedures.

Evaluation of Disclosure Controls

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the CEO and CFO have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Additionally, the Company's disclosure controls and procedures were also effective in ensuring that information required to be disclosed by the Company in the reports it files or is subject to under the Exchange Act is accumulated and communicated to the Company's management, including the CEO and CFO, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting during the quarter ended March 31, 2023, which have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or to which any of its properties are subject. There are no material proceedings known to the Company to be contemplated by any governmental authority. From time to time, the Company is involved in a variety of litigation matters in the ordinary course of its business and anticipates that it will become involved in new litigation matters in the future.

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Item 1A.Risk Factors.

Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 includes a discussion of the material risks and uncertainties that could adversely affect our business and impact our results of operations or financial condition. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in the Annual Report on Form 10-K.

Adverse developments or concerns affecting the financial services industry in general or financial institutions that are similar to us or that may be viewed as being similar to us, such as the recent bank closures and disruption in the United States banking industry, could adversely affect our financial condition and results of operations.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar events, have in the past and may in the future lead to erosion of customer confidence in the banking system or certain banks, deposit volatility, liquidity issues, stock price volatility and other adverse developments. The recent closures of Silicon Valley Bank and Signature Bank led to such disruption and volatility, including deposit outflows, at many mid-sized banks, increasing the need for liquidity. Although a statement by the Department of the Treasury, the Federal Reserve and the FDIC indicated that all depositors of Silicon Valley Bank would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts, it is not certain that the Federal Reserve or FDIC will treat future bank failures similarly. On May 1, 2023, First Republic Bank was also closed by its primary state regulator, which appointed the FDIC as receiver, and the FDIC announced that JP Morgan Chase Bank, National Association agreed to assume all of First Republic Bank’s deposits and substantially all of its assets.

Shortly following the closures of Silicon Valley Bank and Signature Bank, we and certain other banks experienced a brief period of elevated deposit withdrawals. While we cannot know for certain with respect to all withdrawals, we believe the elevated withdrawals were at least in part due to certain perceived similarities between our loan portfolio and deposit gathering activities and those of these banks. Our deposit balances stabilized as of March 20, 2023 and from such date through March 31, 2023 deposits increased, but were down $6.1 billion from December 31, 2022. During this time, we took additional measures to ensure liquidity, strengthen our capital position and increase customer confidence, which included increasing our borrowing capacity with the FRB, selling certain assets and strengthening our insured deposit ratio from 45% as of December 31, 2022 to 68% as of March 31, 2023. We have also participated in the BTFP, with $1.3 billion of funds drawn as of March 31, 2023 on $1.4 billion of access capacity for the Bank. Although our deposits have stabilized and increased since we experienced the period of elevated withdrawals, we cannot be assured that similar unusual deposit withdrawal activity will not affect banks generally or us in the future. Our net interest margin also may be negatively impacted if the Company’s borrowings remain elevated in future periods.

Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. Any sale of investment securities that are held in an unrealized loss position by financial institutions for liquidity or other purposes will cause actual losses to be realized. Gross unrealized losses on our HTM and AFS investment securities totaled $142 million and $794 million, respectively, as of March 31, 2023. There can be no assurance that there will not be additional bank failures or liquidity concerns in particular segments of the financial services industry or in the U.S. financial system as a whole. The volatility and economic disruption resulting from the recent bank closures have particularly impacted the price of capital stock and other securities issued by financial institutions, including us. Continued uncertainty regarding or worsening of the severity and duration of the volatility in the banking industry and related economic effects may also adversely impact the Company’s estimate of its allowance for credit losses and resulting provision for credit losses.

Any of these impacts, or any other impacts resulting from the events described above or other related or similar events, could have a material adverse effect on our liquidity and our current and/or projected business operations and financial condition and results of operations.

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

Issuer Purchases of Equity Securities

The following table provides information about the Company's purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act for the periods indicated:


	Total Number of Shares Purchased (1)(2)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 2023	61	$	64.60	—	$	—
February 2023	143,343	74.70		—	—
March 2023	—	—		—	—
Total	143,404	$	74.70	—	$	—

(1) Shares purchased during the period were transferred to the Company from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock awards during the period.

(2) The Company currently does not have a common stock repurchase program.

Item 5.Other Information

Not applicable.

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Item 6.Exhibits

EXHIBITS


3.1						Amended and Restated Certificate of Incorporation, effective as of May 19, 2015 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 10-K filed with the SEC on March 1, 2019).

3.2						Certificate of Amendment designating the 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, effective September 22, 2021 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 8-K filed with the SEC on September 22, 2021).

3.3						Amended and Restated Bylaws of Western Alliance, effective as of June 14, 2022 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 8-K filed with the SEC on June 16, 2022).

3.4						Articles of Conversion, as filed with the Nevada Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.1 of Western Alliance’s Form 8-K filed with the SEC on June 3, 2014).

3.5						Certificate of Conversion, as filed with the Delaware Secretary of State on May 29, 2014 (incorporated by reference to Exhibit 3.2 of Western Alliance’s Form 8-K filed with the SEC on June 3, 2014).

31.1*						CEO Certification Pursuant Rule 13a-14(a)/15d-14(a).

31.2*						CFO Certification Pursuant Rule 13a-14(a)/15d-14(a).

32**						CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes Oxley Act of 2002.

101*						Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, (ii) the Consolidated Income Statements for the three months ended March 31, 2023 and March 31, 2022 and three months ended March 31, 2023 and 2022, (iii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and March 31, 2022 and three months ended March 31, 2023 and 2022, (iv) the Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and March 31, 2022 and the three months March 31, 2023 and 2022, (v) the Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, and (vi) the Notes to unaudited Consolidated Financial Statements. (Pursuant to Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.).

104*						The cover page of Western Alliance Bancorporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, formatted in Inline XBRL (contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

± Management contract or compensatory arrangement.

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SIGNATURES

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

WESTERN ALLIANCE BANCORPORATION

May 8, 2023

By:

/s/ Kenneth A. Vecchione

Kenneth A. Vecchione

President and Chief Executive Officer

May 8, 2023

By:

/s/ Dale Gibbons

Dale Gibbons

Vice Chairman and Chief Financial Officer

May 8, 2023

By:

/s/ J. Kelly Ardrey Jr.

J. Kelly Ardrey Jr.

Chief Accounting Officer