grepcent public filings, reorganized for comparison

HANCOCK WHITNEY CORP (HWC) FY 2022 MD&A

Verbatim Item 7 Management's Discussion and Analysis from HANCOCK WHITNEY CORP's 10-K for fiscal year 2022. Filing date: 2023-02-27. Report date: 2022-12-31. Accession: 0000950170-23-004433.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high.

Company profile: HWC · All MD&A years: index · Previous year: FY 2021 · Next year: FY 2023

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and subsidiaries during the year ended December 31, 2022 and selected prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources. This discussion and analysis is intended to highlight and supplement financial and operating data and information presented elsewhere in this report, including the consolidated financial statements and related notes. The discussion contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those expressed or implied by the forward-looking statements. See Forward-Looking Statements in Part I of this Annual Report.

Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe our performance. A reconciliation of those measures to GAAP measures are provided in Table 1 “Consolidated Financial Results” and Table 29 “Quarterly Consolidated Financial Results” of this section. The following is an overview of the non-GAAP measures used and the reasons why management believes they are useful and important in understanding the Company’s financial condition and results of operations included below.

Consistent with the provisions of Subpart 229.1400 of Regulation S-K, “Disclosures by Bank and Savings and Loan Registrants,” we present net interest income, net interest margin and efficiency ratios on a fully taxable equivalent (“te”) basis. The te basis adjusts for the tax-favored status of interest income from certain loans and investments using the statutory federal tax rate (21% for all periods presented) to increase tax-exempt interest income to a taxable-equivalent basis. This measure is the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.

We present certain additional non-GAAP financial measures to assist the reader with a better understanding of the Company’s performance period over period, as well as to provide investors with assistance in understanding the success management has experienced in executing its strategic initiatives. We use the term “operating” to describe a financial measure that excludes income or expense considered to be nonoperating in nature. Items identified as nonoperating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in the Company’s business. However, these non-GAAP financial measures have inherent limitations and should not be considered in isolation or as a substitute for analysis of results or capital position under U.S. GAAP.

We define Operating Revenue as net interest income (te) and noninterest income less nonoperating revenue. We define Operating Pre-Provision Net Revenue as operating revenue (te) less noninterest expense, excluding nonoperating items. Management believes that operating revenue and pre-provision net revenue are useful financial measures because they enable investors and others to assess the Company’s performance period over period and management’s success in executing its strategic initiatives, as well as measuring the ability to generate capital to cover credit losses through a credit cycle.

As of January 1, 2022, the Company has determined that it will no longer include any immaterial results from storm-related expenses and income in nonoperating items.

EXECUTIVE OVERVIEW

We are pleased to report that 2022 was another outstanding year for our company. The financial results reflect not only progress made during the year, but also the culmination of decisions made during the last several years to better position the company for today’s rapidly changing economic environment. The following financial review provides a discussion of our financial condition, changes in financial condition and results of operations.

Current Economic Environment

During the year ended December 31, 2022, economic conditions were greatly influenced by a persistent high level of inflation and the Federal Reserve's actions to curb it. Early COVID-19 pandemic response measures in the form of virus containment measures and various forms of government stimulus created pervasive, lingering supply chain and labor market disruptions. Consumers shifted spending towards goods and away from services, further placing stress on supply chains, and the supply of goods could not meet consumer demands, resulting in price increases. These stresses have been exacerbated by the impact of recent geopolitical conflict upon commodity supply, all of which have led to a steadily rising rate of inflation that reached a 40-year high in June 2022. In response to escalating inflation, the Federal Reserve began quantitative tightening and has undertaken an aggressive approach in setting the target Federal Funds Rate through the issuance of a series of seven interest rate increases between March 2022 and December 2022 totaling 425 basis points.

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Thus far, there have been mixed indications of whether the Federal Reserve's monetary policy has begun to effect change. The rate of inflation remains elevated, but had declined to 6.5% on an annualized basis in December 2022, down from its peak of 9.1% in June. However, Real Gross Domestic Product (“GDP”) increased 2.1% in 2022 (inclusive of growth of 3.2% and 2.9% in the third and fourth quarters, respectively). Further, the U.S. economy reached a full-employment level in July 2022, defined as an unemployment rate of 3.5% or lower and a prime-age employment-to-population ratio of 80%, and remained near that mark at year end. Additional changes in interest rates are expected in the near-term; the extent of which, and the favorable or unfavorable impact of these actions upon equity markets and economic conditions remains uncertain.

Despite persistent inflationary pressures, the market areas we serve continued to show indications of economic health during the year. We experienced full-year core loan growth (excluding PPP) of approximately 12%, and our credit quality indicators remain strong. The growth in the loan portfolio, largely funded by the remaining excess liquidity on our balance sheet, was across our geographic footprint and diverse across most business lines. This shift in earning assets from excess liquidity into higher-yielding loans, along with the net impact of the seven interest rate increases, contributed to a 31 basis point expansion of our net interest margin compared to the prior year. Increased cost of living amid inflationary conditions, and heightened competition for deposits in the rising interest rate environment has put pressure on our deposit base, which decreased 5% from the same time last year.

Economic Outlook

We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the December 2022 Moody’s forecast, the most current available at December 31, 2022. The forecasts are anchored on a baseline forecast scenario, which Moody’s defines as the “most likely outcome” of where the economy is headed based on current conditions. Several upside and downside scenarios are produced that are derived from the baseline scenario and incorporate varying degrees of favorable and unfavorable adjustments to economic indicators and circumstances as compared to the baseline. The macroeconomic variables underlying the December 2022 economic scenarios differ in certain respects from the comparable forecasts available at December 31, 2021, given the shift in economic circumstances and risks.

The December 2022 baseline forecast maintains a generally optimistic outlook in its assumptions surrounding the drivers of economic growth, including its expectations of the effectiveness of the Federal Reserve's monetary policy in easing inflationary conditions. The baseline scenario assumes the Federal Reserve will continue quantitative tightening measures by means of runoff at a rate of $100 billion in securities per month, and that it will issue 25-basis point interest rate increases at each of the January and March meetings, with the expectation that interest rate cuts will begin in late 2023 and occur through 2024. The baseline scenario also estimates a weaker pace of job growth in 2023 (as compared to 2022), which will lead to an increase in the unemployment rate to 4.2% by the first quarter of 2024, declining to 4.0% by the end of 2024. Further, GDP growth is estimated to be 1.9% in 2022, 0.9% in 2023, and 2.0% in 2024.

The macroeconomic variables underlying the downside scenario (S-2) are less optimistic compared to those underlying the baseline. Supply-chain issues worsen and increasing shortages of affected goods keep the inflation elevated longer than expected in the baseline scenario. Additionally, higher wage increases than those forecasted in the baseline scenario further contribute to inflationary pressures. In turn, the Federal Reserve responds by raising the target interest rate more than what is assumed in the baseline and the U.S. falls into a recession in first quarter 2023 that spans three quarters. The S-2 forecast assumes unemployment rates of 5.7% and 5.4% in 2023 and 2024, respectively, and a 0.5% contraction of GDP in 2023, before returning to a positive rate of 1.3% in 2024. Management has deemed the assumptions provided for in the S-2 scenario to be more likely than the baseline scenario, and as such, the baseline scenario and the S-2 scenario were given probability weightings of 25% and 75%, respectively, in the calculation of our allowance for credit losses calculation at December 31, 2022. The weighting of the S-2 scenario reflects management's view that the forecasted economic circumstances and outcomes included the S-2 scenario, including a mild recession, to be more likely to occur in the near term.

At December 31, 2022, the credit loss outlook on our portfolio as a whole was somewhat improved from the prior period end. Our portfolio has grown and changed in composition to some extent with the paydown of substantially all of our PPP loans. Our asset quality metrics have remained stable, with little change in commercial criticized loans, a decline in nonperforming loans and only minimal credit losses. We continue to closely monitor our portfolio, particularly borrowers that are sensitive to prolonged inflation and the rising interest rate environment. We expect loan growth could slow amid the current or further rising interest rate environment and as we continue to focus on lending to resilient borrowers in light of current economic pressures.

The effects of inflation and the Federal Reserve's actions to counter those effects in the form of further interest rate increases and quantitative tightening have and are likely to continue to reduce economic growth in the near term. The full extent of the impact of the Federal Reserve’s actions to date to reduce inflation and the potential scope of additional Federal Reserve actions are uncertain and may have a significant negative impact on the U.S. economy, including the possibility of an economic recession in the near or midterm. While uncertainty over the consequences of these actions remains, we expect that the current interest rate environment will continue to contribute favorably to our net interest income, net interest margin and overall operating results in the near term, although not at the pace experienced in 2022, and will be dependent on our ability to manage funding costs.

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Highlights of 2022 Financial Results

Net income for the year ended December 31, 2022 was $524.1 million, or $5.98 per diluted common share, compared to $463.2 million, or $5.22 per diluted common share in 2021. There were no nonoperating items in 2022. The results for 2021 included $35.9 million (pre-tax), or $0.31 per share after tax, of net nonoperating expense items, including $38.3 million of expense related to efficiency initiatives, $4.4 million of hurricane-related expenses and $4.2 million loss on extinguishment of debt, partially offset by $11.0 million of nonoperating income. The following is an overview of financial results for the year ended December 31, 2022:


Net income of $524.1 million, or $5.98 per diluted common share


Operating pre-provision net revenue of $641.1 million, up $103.5 million, or 19%, from 2021


Negative provision for credit losses of $28.4 million in 2022 reflective of a reserve release of $30.3 million and net charge-offs of $1.9 million, compared to a negative provision of $77.5 million in 2021 that reflected a reserve release of $108.7 million and net charge-offs of $31.2 million


Core loan growth of $2.5 billion, or 12%, and a $492 million reduction of PPP loans due to forgiveness resulted in an overall increase in total loans of $2.0 billion, or 9%, in 2022


Deposits of $29.1 billion at December 31, 2022 decreased $1.4 billion, or 5%; noninterest-bearing deposits comprised 47% of total deposits at both December 31, 2022 and 2021


Common equity tier 1 capital ratio of 11.41%, up 32 basis points (bps) from December 31, 2021


Criticized commercial loans and nonperforming loans remained near historically low levels throughout 2022


Net interest margin increased 31 bps to 3.26% during 2022, driven by rising interest rates and a favorable change in the earning asset mix


Efficiency ratio improved to 52.93% during 2022, down from 57.29% in 2021

The results of the year ended December 31, 2022 were one of the best in our Company’s history. We experienced strong loan growth reflecting robust loan demand across or geographic footprint and within specialty lines of business. Our loan growth combined with the rising rate environment contributed to the expansion of our net interest margin and revenue growth. We remain in a solid capital position with tangible common equity ratio of 7.09% and a common equity tier 1 ratio of 11.41%. We will continue to manage capital in the best interests of the company and our shareholders. We beat our 55% efficiency ratio goal several quarters early, ending the year with a 52.93% ratio. We were able to achieve our target by not only the thoughtful execution of expense management and efficiency initiatives, but also a focus on revenue generation through new banker hires in growth markets. Despite the impact of the volatile economic environment our markets and clients, our credit metrics remained strong. Criticized commercial loans and nonperforming loans remained near historically low levels throughout 2022. We are pleased at how our portfolio has performed during these unprecedented times but also mindful of current macroeconomic trends that could impact our clients or our business. We believe that we remain well-positioned should a recessionary period begin.

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Additional information related to our results and outlook are included in the discussions that follow.

Table 1. Consolidated Financial Results

(in thousands, except per share data)202220212020
Income Statement:
Interest income (a)$1,137,063$982,258$1,057,981
Interest income (te) (b)1,147,411993,4371,070,981
Interest expense87,06049,023115,458
Net interest income (te)1,060,351944,414955,523
Provision for credit losses(28,399)(77,494)602,904
Noninterest income331,486364,334324,428
Noninterest expense750,692807,007788,792
Income (loss) before income taxes659,196568,056(124,745)
Income tax expense (benefit)135,107104,841(79,571)
Net income (loss)$524,089$463,215$(45,174)
For informational purposes - included above, pre-tax:
Nonoperating item included in noninterest income:
Gain on sale of Hancock Horizon Funds$$4,576$
Gain on sale of MasterCard Class B common stock2,800
Gain on hurricane-related insurance settlement3,600
Nonoperating items included in noninterest expense:
Efficiency initiatives38,296
Hurricane related expenses4,412
Loss on redemption of subordinated notes4,165
Provision for credit loss associated with energy loan sale160,101
Balance Sheet Data:
Period end balance sheet data
Loans$23,114,046$21,134,282$21,789,931
Earning assets31,873,02733,610,43530,616,277
Total assets35,183,82536,531,20533,638,602
Noninterest-bearing deposits13,645,11314,392,80812,199,750
Total deposits29,070,34930,465,89727,697,877
Stockholders' equity3,342,6283,670,3523,439,025
Average balance sheet data
Loans$21,915,393$21,207,942$22,166,523
Earning assets32,498,21332,060,86329,235,313
Total assets35,059,17835,075,39232,390,967
Noninterest-bearing deposits14,298,02213,323,97810,779,570
Total deposits29,497,47029,093,70926,212,317
Stockholders' equity3,405,2063,545,2553,433,099
Common Shares Data:
Earnings (loss) per share - basic$6.00$5.23$(0.54)
Earnings (loss) per share - diluted5.985.22(0.54)
Cash dividends per common share1.081.081.08
Book value per share (period end)38.8942.3139.65
Tangible book value per share (period end)28.2931.6428.79
Weighted average number of shares - diluted86,39487,02786,533
Period end number of shares85,94186,74986,728

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($ in thousands)202220212020
Performance and other data:
Return on average assets1.49%1.32%-0.14%
Return on average common equity15.39%13.07%-1.32%
Return on average tangible common equity21.07%17.74%-1.82%
Tangible common equity (c)7.09%7.71%7.64%
Tier 1 common equity11.41%11.09%10.61%
Net interest margin (te)3.26%2.95%3.27%
Noninterest income as a percentage of total revenue (te)23.82%27.84%25.35%
Efficiency ratio (d)52.93%57.29%60.07%
Allowance for loan loss as a percentage of total loans1.33%1.62%2.07%
Allowance for credit loss as a percentage of total loans1.48%1.76%2.20%
Annualized net charge-offs to average loans0.01%0.15%1.78%
Nonperforming assets as a percentage of loans, ORE and foreclosed assets0.19%0.32%0.71%
FTE headcount3,6273,4863,986
Reconciliation of operating revenue and pre-provision net revenue (te) (non-GAAP measures) (e)
Net interest income$1,050,003$933,235$942,523
Noninterest income331,486364,334324,428
Total revenue1,381,4891,297,5691,266,951
Taxable equivalent adjustment10,34811,17913,000
Nonoperating revenue(10,976)
Total operating revenue (te)1,391,8371,297,7721,279,951
Noninterest expense(750,692)(807,007)(788,792)
Nonoperating expense46,873
Operating pre-provision net revenue (te)$641,145$537,638$491,159

(a) Interest income includes the net impact of discount accretion and premium amortization arising from business combinations totaling $4.7 million, $8.6 million, and $15.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

(b) For analytical purposes, management adjusts interest income and net interest income for tax-exempt items to a taxable equivalent basis using a federal income tax rate of 21%.

(c) The tangible common equity ratio is common stockholders’ equity less intangible assets divided by total assets less intangible assets.

(d) The efficiency ratio is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and nonoperating items.

(e) See non-GAAP financial measures section of this analysis for a discussion of these measures.

RESULTS OF OPERATIONS

The following is a discussion of results from operations for the year ended December 31, 2022 compared to the year ended December 31, 2021. Refer to previously filed Annual Reports on Form 10-K Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of prior year variances.

Net Interest Income

Net interest income was $1.1 billion, up $116.8 million, or 13%, from $933.2 million in 2021. Net interest income is the primary component of our earnings and represents the difference, or spread, between revenue generated from interest-earning assets and the interest expense related to funding those assets. For analytical purposes, net interest income is adjusted to a taxable equivalent basis (te) using the statutory federal tax rate of 21% on tax exempt items (primarily interest on municipal securities and loans).

Net interest income (te) was $1.1 billion in 2022, up $115.9 million, or 12%, from $944.4 million in 2021, and included an increase in interest income (te) of $154.0 million partially offset by an increase of $38.0 million in interest expense. The increase in interest income is largely attributable to the impact that the series of Federal Reserve interest rate increases during the year had upon new and repricing earning assets, a favorable change in the mix of earning assets, and, to a lesser extent, a $14.8 million decrease in net premium/discount amortization on the securities portfolio. These factors were partially offset by decreases of $48.5 million in PPP fee income, $8.9 million in net nonaccrual interest recoveries, and $3.9 million in purchase accounting accretion. The increase in interest expense is attributable to a higher cost of funds, driven by interest rate increases, the impact of which was partially offset by an improved funding mix with an increase in average noninterest-bearing deposits and decreases in average interest-bearing deposits.

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The yield on earning assets (te) was 3.53% in 2022, up 43 bps from 2021. The increase was mainly attributable to the impact of the rising interest rate environment upon the loan and investment portfolios, and a favorable change in the mix of average earning assets, with loans up $707 million, investment securities up $907 million, and short-term investments down $1.1 billion. The loan yield was up 40 bps to 4.32%, reflecting the impact of the rise in interest rates on new and repricing loans. During 2022, the proportion of our loan portfolio tied to variable rates, including hybrid adjustable rate mortgages (ARMs), averaged approximately 57%. The yield on investment securities increased 19 bps in 2022 to 2.11% as new investments were made at higher yields amid the rising interest rate environment, along with yield enhancements from the termination of certain fair value hedges on available for sale securities.

The cost of funds increased 12 bps to 0.27% in 2022 from 0.15% in 2021, primarily as a result of the rising interest rate environment. Average interest-bearing deposit costs increased 21 bps in 2022 to 38 bps from 17 bps in 2021. Other short-term borrowing costs, which consist largely of Federal Home Loan Bank advances, increased to 1.83% in 2022 from 0.49% in 2021, as $1.1 billion of low fixed-rate Federal Home Loan Bank advances entered into in late 2019 and early 2020 were called in mid-2022 and subsequently replaced with borrowings at current market rates. The rate on long-term debt decreased 13 bps to 5.19%, largely due to a shift in mix of the debt resulting from the redemption of $150 million of subordinated notes in June of 2021.

The net interest margin is the ratio of net interest income (te) to average earning assets. The net interest margin increased 31 bps to 3.26% in 2022 from 2.95% in 2021, due primarily to the factors outlined above.

While we remain asset sensitive, we expect further shifts in deposit mix to higher-cost products could offset the benefits of expected interest rate increases in the near-term. Managing funding costs will be a key element in our future performance.

Discussions of Asset/Liability Management and Net Interest Income at Risk later in this item provide additional information regarding our management of interest rate risk and the potential impact from changes in interest rates, respectively.

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TABLE 2. Summary of Average Balances, Interest and Rates (te) (a)

Years Ended December 31,
202220212020
($ in millions)Average BalanceInterest (d)RateAverage BalanceInterest (d)RateAverage BalanceInterest (d)Rate
Assets
Interest-Earnings Assets:
Commercial & real estate loans (te) (a)$17,682.3$759.94.30%$17,070.3$606.13.55%$17,270.9$660.53.82%
Residential mortgage loans2,666.190.33.392,445.690.63.702,857.6112.13.92
Consumer loans1,567.088.45.641,692.181.64.822,038.0101.54.98
Loan fees & late charges7.453.70.041.00.0
Loans (te) (b)21,915.4946.04.3221,208.0832.03.9222,166.5915.14.13
Loans held for sale43.01.84.2290.22.52.8286.82.63.02
Investment securities:
U.S. Treasury and government agency securities426.78.31.95330.65.41.64153.53.22.09
Mortgage-backed securities and collateralized mortgage obligations7,652.1154.52.026,833.1122.31.795,345.0121.82.28
Municipals (te)912.027.02.96928.427.22.93891.926.93.02
Other securities22.30.83.4213.70.53.668.40.44.28
Total investment securities (te) (c)9,013.1190.62.118,105.8155.41.926,398.8152.32.38
Short-term investments1,526.79.00.592,656.93.50.13583.21.00.17
Total earning assets (te)32,498.21,147.43.53%32,060.9993.43.10%29,235.31,071.03.66%
Nonearning assets:
Other assets2,878.43,420.63,547.4
Allowance for loan losses(317.4)(406.1)(391.7)
Total assets$35,059.2$35,075.4$32,391.0
Liabilities and Stockholders' Equity
Interest-bearing Liabilities:
Interest-bearing transaction and savings deposits$11,201.1$21.20.19%$11,216.5$9.10.08%$9,558.1$25.60.27%
Time deposits1,056.44.70.441,413.06.50.462,642.537.11.40
Public funds2,941.932.51.103,140.210.60.343,232.125.60.79
Total interest-bearing deposits15,199.458.40.3815,769.726.20.1715,432.788.30.57
Repurchase agreements536.71.10.21559.40.60.10600.21.40.24
Other short-term borrowings822.015.11.831,103.85.40.491,378.08.60.62
Long-term debt239.312.45.19314.916.85.32320.317.25.36
Total interest-bearing liabilities16,797.487.00.52%17,747.849.00.28%17,731.2115.50.65%
Noninterest-bearing:
Noninterest-bearing deposits14,298.013,324.010,779.6
Other liabilities558.6458.3447.1
Stockholders' equity3,405.23,545.33,433.1
Total liabilities and stockholders' equity$35,059.2$35,075.4$32,391.0
Net interest income (te) and margin$1,060.43.26$944.42.95$955.53.27
Net earning assets and spread$15,700.83.01$14,313.12.82$11,504.13.01
Interest cost of funding earning assets0.27%0.15%0.39%

(a)
Taxable equivalent (te) amounts are calculated using federal income tax rate of 21%.

(b)
Includes nonaccrual loans.

(c)
Average securities do not include unrealized holding gains or losses on available for sale securities.

(d)
Included in interest income is net purchase accounting accretion of $4.7 million, $8.6 million and $15.4 million for the years December 31, 2022, 2021, and 2020, respectively.

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TABLE 3. Summary of Changes in Net Interest Income (te) (a) (b)

2022 Compared to 20212021 Compared to 2020
Due toTotalDue toTotal
Change inIncreaseChange inIncrease
($ in thousands)VolumeRate(Decrease)VolumeRate(Decrease)
Interest Income (te)
Commercial & real estate loans (te) (a)$22,399$131,363$153,762$(7,579)$(46,849)$(54,428)
Residential mortgage loans7,809(8,049)(240)(15,509)(6,007)(21,516)
Consumer loans(6,180)12,9406,760(16,849)(2,991)(19,840)
Loan fees & late charges(46,301)(46,301)12,66012,660
Loans (te) (c)24,02889,953113,981(39,937)(43,187)(83,124)
Loans held for sale(1,672)944(728)100(179)(79)
Investment securities:
U.S. Treasury and government agency securities1,7391,1532,8922,708(499)2,209
Mortgage-backed securities and collateralized mortgage obligations15,28416,95232,23629,730(29,220)510
Municipals(485)275(210)1,084(801)283
Other securities297(34)263200(58)142
Total investment in securities (te) (d)16,83518,34635,18133,722(30,578)3,144
Short-term investments(1,976)7,5165,5402,762(246)2,516
Total earning assets (te)37,215116,759153,974(3,353)(74,190)(77,543)
Interest-bearing transaction and savings deposits13(12,163)(12,150)(3,813)20,26816,455
Time deposits1,5892621,85112,49918,07030,569
Public funds710(22,604)(21,894)70614,28514,991
Total interest-bearing deposits2,312(34,505)(32,193)9,39252,62362,015
Repurchase agreements25(577)(552)92777869
Other short-term borrowings1,669(11,293)(9,624)1,5411,6173,158
Long-term debt3,9383944,332287106393
Total interest expense7,944(45,981)(38,037)11,31255,12366,435
Net interest income (te) variance$45,159$70,778$115,937$7,959$(19,067)$(11,108)

(a)
Taxable equivalent (te) amounts are calculated using a federal income tax rate of 21%.

(b)
Amounts shown as due to changes in either volume or rate includes an allocation of the amount that reflects the interaction of volume and rate changes. This allocation is based on the absolute dollar amounts of change due solely to changes in volume or rate.

(c)
Includes nonaccrual loans.

(d)
Average securities do not include unrealized holding gains or losses on available for sale securities.

Provision for Credit Losses

During the twelve months ended December 31, 2022, we recorded a negative provision for credit losses of $28.4 million, compared to a negative provision for credit loss of $77.5 million in 2021. Following the significant reserve build in 2020 in response to the economic impact of the COVID-19 pandemic, improvement in overall credit performance and in economic indicators within our footprint in 2021 and 2022 allowed for the gradual release of certain of those reserves. The negative provision for credit losses recorded in 2022 included a $34.3 million release of allowance for funded loan losses, partially offset by a $4.0 million build in the reserve for unfunded lending commitments and net charge-offs of $1.9 million, or 0.01% of average loans outstanding. The negative provision for credit losses recorded in 2021 includes a $108.1 million release of allowance for funded loan losses and a $0.6 million release of the reserve for unfunded lending commitments, offset by net charge-offs of $31.2 million, or 0.15% of average loans outstanding.

As noted above, 2022 net charge-offs totaled $1.9 million, a decrease of $29.3 million from 2021. Net charge-offs in 2022 included $7.4 million of consumer net charge-offs, partially offset by net recoveries of $3.9 million in the commercial portfolio and $1.6 million in the residential mortgage portfolio. Net charge-offs in 2021 included $25.5 million of commercial net charge-offs, of which $13.3 million related to a single legacy energy credit, and $6.4 million of consumer net charge-offs, partially offset by net recoveries of $0.7 million in the residential mortgage portfolio.

Loan growth, portfolio composition, credit quality metrics and assumptions in economic forecasts will drive the level of credit loss reserves. At present, we expect low to modest charge-offs and provision in the first quarter of 2023.

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Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Allowance for Credit Losses” provides additional information on changes in the allowance for credit losses and general credit quality.

Noninterest Income

Noninterest income for the twelve months ended December 31, 2022 totaled $331.5 million, a $32.8 million, or 9%, decrease from 2021. There were no nonoperating items reported in noninterest income in 2022. Nonoperating items totaled $11.0 million in 2021, comprised of a $4.6 million gain on the sale of the remaining Hancock Horizon Funds, $3.6 million related to a hurricane-related insurance settlement and $2.8 million gain on the sale of Mastercard stock. From January 1, 2022 forward, the Company will not include immaterial results from storm-related income or expense as nonoperating items. Items identified as nonoperating are those that, when excluded from a reported financial measure, provide management or the reader with a measure that may be more indicative of forward-looking trends in our business. Excluding nonoperating items in 2021, noninterest income in 2022 was down $21.9 million, or 6%, largely driven by a decrease in secondary mortgage market income, primarily the result of the rising interest rate environment, and decreases in other specialty fee categories, partially offset by increases in service charges, bank card and ATM fees, and trust fees.

Table 4 presents, for each of the three years ended December 31, 2022, 2021 and 2020, the components of noninterest income, along with the percentage changes between years.

TABLE 4. Noninterest Income

($ in thousands)2022% Change2021% Change2020
Service charges on deposit accounts$87,6638%$81,0326%$76,659
Trust fees65,132462,898858,191
Bank card and ATM fees84,591779,0741668,131
Investment and annuity fees and insurance commissions28,752(3)29,5022124,330
Secondary mortgage market operations11,524(69)36,694(9)40,244
Securities transactions(87)(126)333(32)488
Income from bank-owned life insurance15,881(13)18,330118,179
Income from derivatives5,832(57)13,477512,814
Credit-related fees10,483(5)11,001(2)11,255
Other miscellaneous income:
Gain on sale of Hancock Horizon Fundn/m4,576n/m
Gain on sale of MasterCard Class B common stockn/m2,800n/m
Gain on hurricane-related insurance settlementn/m3,600n/m
Other operating miscellaneous income21,715321,0174914,137
Total noninterest income$331,486(9)%$364,33412%$324,428

n/m – not meaningful

Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as overdraft and nonsufficient funds fees, overdraft protection fees, and other customer transaction-related fees. Service charges on deposit accounts were $87.7 million, up $6.6 million, or 8%, from 2021. The increase from 2021 was largely attributable to an increase in non-sufficient funds and overdraft fees, as instances of overdrafts increased as the elevated balances began to run down amid deposit balance runoff. In December 2022, we eliminated consumer (retail) nonsufficient funds fees and certain overdraft fees. As a result, we expect these fees will decrease by approximately $10 million to $11 million annually. We believe these changes are in line with the evolving retail banking industry, as traditional banks adjust products to meet consumer needs and provide them with the tools needed to help manage their overall finances. We expect to see improving account acquisition rates in 2023 with this change and as we launch additional retail products and features.

Trust fee income represents revenue generated from asset management services provided to individuals, businesses and institutions. Trust fees totaled $65.1 million in 2022, a $2.2 million, or 4%, increase from 2021, primarily attributable to an increase of $5.7 million in corporate and institutional trust fees and a decrease of $3.3 million in employee benefit trust and external distribution fees. The increase in corporate and institutional trust fees is largely interest rate driven, as the rising interest rate environment allowed for the resumption of certain fee assessments that are generally waived in a lower interest rate environment. Trust assets under management decreased to $9.1 billion at December 31, 2022, compared to $9.8 billion at December 31, 2021.

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Bank card and ATM fees include income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled $84.6 million in 2022, up $5.5 million, or 7%, compared to 2021. The growth from 2021 is the result of an increase in card activity during the year as spending remained strong. In addition, card revenue in 2021 was unfavorably impacted by disruption from Hurricane Ida.

Investment and annuity fees and insurance commissions, which includes both fees earned from sales of annuity and insurance products as well as managed account fees, totaled $28.8 million in 2022, compared to $29.5 million in 2021. The $0.8 million, or 3%, decrease is partly attributable to a temporary business disruption as a result of conversion to an outsourced sales and service

platform.

Income from secondary mortgage market operations is comprised of income produced from the origination and sales of residential mortgage loans in the secondary market. We offer a full range of mortgage products to our customers and typically sell longer-term fixed rate loans, while retaining the majority of adjustable rate loans and mortgage loans generated through programs to support customer relationships. Income from secondary mortgage market operations totaled $11.5 million in 2022, a decrease of $25.2 million, or 69%, from 2021. The decline is largely attributable to both a decline in refinancing activity, driven by the rising interest environment, and a lower percentage of originated loans sold in the secondary market, as we are retaining a higher volume of mortgage loans in our held for investment portfolio. The number of mortgage applications received in 2022 was down 30% compared to those received in 2021. The percentage of mortgage loans sold in the secondary market to total originations (as opposed to those held in our portfolio), was 22% in 2022, down from 48% in 2021. Secondary mortgage market operations income will vary based on application volume and the number of loans ultimately closed and sold.

Income from bank-owned life insurance (“BOLI”) is generated through insurance benefit proceeds as well as the growth of the cash surrender value of insurance contracts held. BOLI income decreased $2.4 million, or 13%, to $15.9 million in 2022. The decrease when compared to 2021 is largely attributable to $4.4 million of income received in connection with the purchase of policies in the first quarter of 2021.

Income from derivatives, largely derived from our customer interest rate derivative program, totaled $5.8 million in 2022, compared to $13.5 million in 2021. The decrease from 2021 is primarily attributable to a decrease in customer demand to execute interest rate swaps as a result of an increase in the overall interest rate environment when compared to the prior year. Derivative income can be volatile and is dependent upon the composition of the portfolio, volume and mix of sales activity and market value adjustments due to market interest rate movement.

Other miscellaneous income is comprised of various items, including income from small business investment companies, FHLB stock dividends, gain/losses from sales of other assets, and syndication fees. Other miscellaneous income for the year ended December 31, 2022 was $21.7 million, down $10.3 million from the previous year. Excluding the nonoperating items from 2021, comprised of the $4.6 million gain on the sale of Hancock Horizon Funds, the $3.6 million gain on hurricane-related insurance settlement and the $2.8 million gain on the sale of MasterCard stock, other miscellaneous income in 2022 was relatively flat when compared to 2021.

We expect noninterest income to increase 3% to 4% in 2023, inclusive of the estimated $10 million to $11 million decrease in certain consumer nonsufficient funds and overdraft fees.

Noninterest Expense

Noninterest expense for the twelve months ended December 31, 2022 totaled $750.7 million, down $56.3 million, or 7%, compared to 2021. There were no nonoperating expenses in 2022 compared to $46.9 million in 2021, of which $38.3 million was related to initiatives put in place to improve overall efficiency and operating performance. Such initiatives included the Voluntary Early Retirement Incentive Program (VERIP), under which approximately 260 associates retired, a reduction in force initiative whereby a net of approximately 150 positions were eliminated, and the consolidation of 18 financial centers. Nonoperating expense in 2021 also includes $4.2 million of loss on extinguishment of debt attributable to the redemption of the $150 million 5.95% subordinated notes, and $4.4 million in expenses related to Hurricane Ida, which includes damage to facilities, recovery cost, charitable contributions to organizations providing recovery assistance, temporary housing, and distribution of meals, ice, and fuel. Excluding nonoperating items in 2021, noninterest expense decreased $9.4 million, or 1%, in 2022. The largest individual components of the decrease in operating expense were professional fees and other real estate and foreclosed asset expense. Explanations of the variances are discussed below in more detail.

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Table 5 presents, for each of the three years ended December 31, 2022, 2021 and 2020, noninterest expense, along with the percentage changes between years. Table 6 presents nonoperating expense included in noninterest expense (Table 5) by component for the same periods.

TABLE 5. Noninterest Expense

($ in thousands)2022% Change2021% Change2020
Compensation expense$378,482(0)%$378,589(0)%$379,727
Employee benefits82,153(21)103,7862384,332
Personnel expense460,635(5)482,3754464,059
Net occupancy expense48,767(2)49,786(5)52,589
Equipment expense18,573218,167(5)19,212
Data processing expense103,942796,7551087,823
Professional services expense36,065(26)48,678(2)49,529
Amortization of intangibles14,033(16)16,665(16)19,916
Deposit insurance and regulatory fees14,8891013,582(28)18,804
Other real estate and foreclosed assets expense (income)(4,407)n/m(210)n/m9,555
Advertising13,7831112,441(4)13,011
Corporate value, franchise taxes, and other non-income taxes16,7441614,478(13)16,578
Telecommunications and postage11,870(6)12,646(16)14,991
Entertainment and contributions10,336317,867(20)9,865
Printing and supplies3,79523,728(26)5,063
Travel expenses4,336612,697172,297
Tax credit investment amortization4,76874,436153,843
Other retirement expense(29,693)6(27,941)11(25,133)
Loss on facilities and equipment from consolidationn/m13,8633603,012
Loss on extinguishment of debtn/m4,165100
Other miscellaneous expense22,256(32)32,8293823,778
Total noninterest expense$750,692(7)%$807,0072%$788,792

n/m - not meaningful

TABLE 6. Nonoperating Expense

($ in thousands)202220212020
Compensation expense$$4,248$
Employee benefits20,192
Personnel expense24,440
Net occupancy expense2
Equipment expense5
Advertising16
Printing and supplies22
Entertainment and contributions174
Travel expenses5
Loss on facilities and equipment from consolidation13,863
Loss on extinguishment of debt4,165
Other miscellaneous expense4,181
Total nonoperating expense$$46,873$

Personnel expense consists of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and medical, life and disability insurance. Personnel expense totaled $460.6 million, a decrease of $21.7 million, or 5%, compared to 2021. The prior year includes $24.4 million of nonoperating expense attributable to efficiency initiatives, including the VERIP and reduction in force. Excluding the nonoperating items, personnel expense was up $2.7 million, or 1%, as the impact of annual merit increases was largely offset by a decrease in the average full-time equivalent headcount following the VERIP and reduction in force initiatives.

Occupancy and equipment expenses are primarily composed of lease expenses, depreciation, maintenance and repairs, rent, taxes, and other equipment expenses. Total occupancy and equipment expenses of $67.3 million decreased $0.6 million, or 1%, in 2022

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compared to 2021. The decrease was largely related to expense control measures, including the consolidation of 18 financial centers in 2021.

Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions. Data processing expense totaling $103.9 million was up $7.2 million, or 7%, from 2021, reflective of increases in data processing software amortization and third party processing expense that are linked to technology enhancement initiatives, and an increase in card transaction-related processing expense that is linked to bank card and ATM card activity.

Professional services expense totaling $36.1 million decreased $12.6 million, or 26%, from 2021, primarily due to decreases of $10.2 million in consulting and other professional services, largely the result of PPP-related consulting and legal fees incurred in 2021, and $2.0 million in lending-related legal expense.

Amortization of intangibles in 2022 totaled $14.0 million, a $2.6 million, or 16%, decrease from 2021 as a result of the accelerated amortization methods used.

Deposit insurance and regulatory fees totaling $14.9 million increased $1.3 million, or 10%, from 2021, reflective of current period growth in the core loan portfolio, a substantial reduction in no/low risk PPP loans, and the decline in excess liquidity present in 2021. In October 2022, the FDIC adopted a final rule to increase the initial base deposit insurance assessment schedules uniformly by 2 bps beginning with the first quarterly assessment period of 2023. The increased assessment is expected to remain in effect until the Deposit Insurance Fund reserve ratio to insured deposits meets the FDIC’s long-term goal for reserve ratios of the Deposit Insurance Fund. We anticipate this change will increase our quarterly deposit insurance expense by approximately $1 million to $2 million, but could vary depending upon our assessment base.

Other real estate and foreclosed assets expense reflected net gains of $4.4 million in 2022, compared to net gains of $0.2 million in 2021. The twelve months ended December 31, 2022 includes a $1.8 million gain on the sale of stock in a former borrower received in satisfaction of debt. Gains or losses on the sale of other real estate and foreclosed assets may occur periodically and are dependent on the number and type of assets for sale and current market conditions.

Business development-related expenses (including advertising, travel, entertainment and contributions) totaling $28.5 million were up $5.5 million, or 24%, from 2021 and is reflective of increases in marketing-related efforts, sponsorships and direct mail campaigns.

Corporate value, franchise taxes, and other non-income taxes totaled $16.7 million, an increase of $2.3 million, or 16%, from 2021, largely attributable to bank share tax, which was favorably impacted in 2021 as a result of the net loss recorded in 2020.

Noninterest expense in both 2022 and 2021 was reduced by a net credit in other retirement expense. The net credit in 2022 of $29.7 million was $1.8 million, or 6%, greater than 2021, based on certain actuarial assumptions and performance of pension plan assets. We expect the net credit in other retirement expense related to the pension plan will decrease in 2023 by approximately $2.8 million per quarter.

All other expenses totaling $42.7 million decreased $29.0 million, or 40%, from 2021 primarily due to $22.2 million of nonoperating expenses incurred in 2021, including $13.9 million of loss on facilities and equipment due to the consolidation of 18 financial centers, $4.2 million of loss on extinguishment of debt, and $4.2 million of expense related to Hurricane Ida. Excluding these nonoperating expenses, other expense was down $6.7 million, or 14%, including $4.6 million of insurance other property related gains in 2022 and various smaller items.

We expect noninterest expense for the year 2023 to increase approximately 6% to 7% compared to 2022. The anticipated year-over-year increase includes increases in retirement (pension) expense and the FDIC assessment as described above. Excluding these items, noninterest expense is expected to increase approximately 4% to 5%.

Income Taxes

We recorded income tax expense at an effective rate of 20.5% in 2022, compared to 18.5% in 2021. The comparability of the effective tax rate between 2022 and 2021 is affected by higher pre-tax book income in 2022 that diluted the relative impact of net tax benefits related to tax credit investments, tax-exempt interest income and bank-owned life insurance. Additionally, the 2021 effective tax rate included a $4.9 million income tax benefit that increased the 2020 net operating loss, which was carried back to a 35% statutory tax rate year under the CARES Act. Based on the current forecast, management expects the effective tax rate to be approximately 21% in 2023.

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Our effective tax rate has historically varied from the federal statutory rate primarily due to tax-exempt income and tax credits. Interest income on bonds issued by or loans to state and municipal governments and authorities, and earnings from the bank-owned life insurance contract program are the major components of tax-exempt income.

Table 7 reconciles reported income tax expense to that computed at the statutory tax rate of 21% for the years ended December 31, 2022, 2021 and 2020.

TABLE 7. Income Taxes

($ in thousands)202220212020
Taxes computed at statutory rate$138,431$119,292$(26,196)
Tax credits:
QZAB/QSCB(1,391)(1,633)(2,289)
NMTC - Federal and State(5,745)(5,487)(5,033)
LIHTC and other tax credits(4,232)(1,936)(750)
LIHTC amortization3,3291,167
Total tax credits(8,039)(7,889)(8,072)
State income taxes, net of federal income tax benefit13,2729,048(1,269)
Tax-exempt interest(8,612)(9,100)(10,444)
Life insurance contracts(1,812)(2,653)(4,857)
Employee share-based compensation(2,084)(1,671)1,351
FDIC assessment disallowance1,8361,6092,094
NOL carryback under CARES Act238(4,948)(30,167)
Other, net1,8771,153(2,011)
Income tax expense (benefit)$135,107$104,841$(79,571)

The main source of tax credits has been investments in tax-advantage securities and tax credit projects. These investments are made primarily in the markets we serve and directed at tax credits issued under the Federal and State New Market Tax Credit (“NMTC”), Low-Income Housing Tax Credit (“LIHTC”) and pre-2018 Qualified Zone Academy Bonds (“QZAB”) and Qualified School Construction Bonds (“QSCB”) programs. The investments generate tax credits which reduce current and future taxes and are recognized when earned as a benefit in the provision for income taxes. Additionally, the amortization of the LIHTC investment cost will be recognized as a component of income tax expense in proportion to the tax credits recognized over the 10-year credit period of each project.

We have invested in NMTC projects through investments in our own CDEs, as well as other unrelated CDEs. Federal tax credits from NMTC investments are recognized over a seven-year period, while recognition of the benefits from state tax credits varies from three to five years.

Based only on tax credit investments that have been made through 2022, we expect to realize benefits from federal and state tax credits over the next three years totaling $11.6 million, $11.7 million and $9.1 million for 2023, 2024 and 2025, respectively. We intend to continue making investments in tax credit projects. However, our ability to access new credits will depend upon, among other factors, federal and state tax policies and the level of competition for such credits.

At December 31, 2022, we had a net deferred tax asset of $211 million, which is comprised of $347 million in deferred tax assets (net of state valuation allowance), offset by $136 million of deferred tax liabilities. Several factors are considered in determining the recoverability of the deferred tax asset components, such as the history of taxable earnings, reversal of taxable temporary differences, future taxable income and tax planning strategies. Based on our review of these factors, we have established a $3.6 million valuation allowance for state net operating losses.

In August 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law to address inflation, healthcare costs, climate change and renewal energy incentives, among other things. Included in the IRA are provisions for the creation of a 15% corporate alternative minimum tax (CAMT) that is effective for tax years beginning January 1, 2023 for corporations with an average annual adjusted financial statement income in excess of $1 billion. Based on information available to date, we do not anticipate our consolidated corporate group to be subject to the 15% CAMT, absent any further changes in law.

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BALANCE SHEET ANALYSIS

Short-Term Investments

At December 31, 2022, short-term liquidity investments, including interest-bearing bank deposits and federal funds sold, totaled $324.1 million, a decrease of $3.5 billion from December 31, 2021. Average short-term investments for 2022 totaled $1.5 billion, a $1.1 billion decrease from $2.7 billion in 2021. Typically, these balances will change on a daily basis depending upon movement in customer loan and deposit accounts. The decline from December 31, 2021 is the result of the redeployment of excess liquidity that had been present on our balance sheet for the better part of two years attributable to pandemic-related factors. Short-term liquidity assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors. See further discussion in the “Liquidity” section that follows.

Investment Securities

Our investment in securities was $8.4 billion at December 31, 2022, compared to $8.6 billion at December 31, 2021. The investment securities portfolio is managed by ALCO to assist in the management of interest rate risk and liquidity while providing an acceptable rate of return. At December 31, 2022, the amortized cost of securities available for sale totaled $6.3 billion and securities held to maturity totaled $2.9 billion, compared to $7.0 billion and $1.6 billion, respectively, at December 31, 2021. To provide some protection from the impact of future interest rate changes upon accumulated other comprehensive income, we reclassified securities available for sale with an aggregate fair value of $561.8 million to the securities held to maturity portfolio during the first quarter of 2022.

Our securities portfolio consists mainly of residential and commercial mortgage-backed securities that are issued or guaranteed by U.S. government agencies. We invest only in high quality investment grade securities and manage the investment portfolio duration generally between two and five and a half years. At December 31, 2022, the average expected maturity of the portfolio was 6.02 years with an effective duration of 4.87 years and a nominal weighted-average yield of 2.27%. Under an immediate, parallel rate shock of 100 bps and 200 bps, the effective duration would be 4.83 years and 4.77 years, respectively. At December 31, 2021, the average expected maturity of the portfolio was 5.80 years with an effective duration of 4.25 years and a nominal weighted-average yield of 1.87%. The change in expected maturity, effective duration, and nominal weighted-average yield is attributable to reinvestment of securities portfolio cash flow, portfolio growth, and the impact of cash flows from the termination of 25 fair value hedge instruments during the year.

We have in place last-of-layer swaps on certain fixed-rate commercial mortgage backed securities. As of December 31, 2022, we had approximately $716 million in notional amount of forward-starting fixed payer swaps that convert the latter portion of the term of these available for sale securities to a floating rate. These derivative instruments are designated as fair value hedges of interest rate risk. This strategy provides a fixed-rate coupon during the front-end unhedged tenor of the bonds and results in a floating-rate security during the back-end hedged tenor.

At the end of each reporting period, we evaluate the securities portfolio for credit loss. Based on our assessments, expected credit loss was negligible for all reporting periods in 2022 and 2021, and therefore no allowance for credit loss was recorded.

There were no investments in securities of a single issuer, other than U.S. Treasury and U.S. government agency securities and mortgage-backed securities issued or guaranteed by U.S. government agencies that exceeded 10% of stockholders’ equity. We do not invest in subprime or “Alt A” home mortgage-backed securities. Investments classified as available for sale are carried at fair value, while held to maturity securities are carried at amortized cost. Unrealized holding gains (losses) on available for sale securities are excluded from net income and are recognized, net of tax, in other comprehensive income and in accumulated other comprehensive income, a separate component of stockholders’ equity.

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The following table presents debt securities at amortized cost by type at December 31, 2022 and 2021:

TABLE 8. Debt Securities by Type

($ in thousands)20222021
Available for sale securities
U.S. Treasury and government agency securities$113,211$420,857
Municipal obligations207,014304,536
Residential mortgage-backed securities2,655,3813,056,763
Commercial mortgage-backed securities3,234,2783,064,828
Collateralized mortgage obligations76,830119,046
Corporate debt securities23,50018,500
$6,310,214$6,984,530
Held to maturity securities
U.S. Treasury and government agency securities$426,454$14,857
Municipal obligations698,908621,405
Residential mortgage-backed securities734,478268,907
Commercial mortgage-backed securities948,691603,156
Collateralized mortgage obligations43,96457,426
$2,852,495$1,565,751

The amortized cost, fair value and yield of debt securities at December 31, 2022, by final contractual maturity, are presented in the table below. Securities are classified according to their final contractual maturities without consideration of scheduled and unscheduled principal amortization, potential prepayments or call options. Accordingly, actual maturities will differ from their reported contractual maturities. The expected average maturity years presented in the table includes scheduled principal payments and assumptions for prepayments. The yield calculation does not include adjustments to amortized cost of available for sale securities for active fair value hedges.

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TABLE 9. Debt Securities Maturities by Type

($ in thousands)One Year or LessOver One Year Through Five YearsOver Five Years Through Ten YearsOver Ten YearsTotalFair ValueWeighted Average Yield (te)Expected Average Maturity Years
Available for sale
U.S. Treasury and government agency securities$$103,361$$9,850$113,211$110,8653.85%7.2
Municipal obligations2,355189,11115,548207,014203,0923.09%3.2
Residential mortgage-backed securities11248,284345,1002,261,8852,655,3812,256,9861.76%6.2
Commercial mortgage-backed securities762,1392,400,66371,4763,234,2782,893,4302.45%6.9
Collateralized mortgage obligations27,67549,15576,83070,5881.92%2.8
Other debt securities3,50020,00023,50021,0803.51%3.0
Total debt securities$112$919,639$2,982,549$2,407,914$6,310,214$5,556,0412.20%6.3
Fair Value$111$871,760$2,665,232$2,018,938$5,556,041
Weighted Average Yield (te)5.07%2.76%2.37%1.78%2.20%
Held to maturity
U.S. Treasury and government agency securities$$$132,949$293,505$426,454$377,4312.36%6.7
Municipal obligations10,000154,153310,031224,724698,908673,1033.03%4.0
Residential mortgage-backed securities27,488706,990734,478661,9462.34%5.7
Commercial mortgage-backed securities389,933412,553146,205948,691861,4802.60%5.6
Collateralized mortgage obligations6010,54133,36343,96441,4382.47%2.4
Total debt securities$10,000$544,146$893,562$1,404,787$2,852,495$2,615,3982.60%5.3
Fair Value$9,924$522,347$813,726$1,269,401$2,615,398
Weighted Average Yield (te)2.33%2.83%2.49%2.59%2.60%

Loan Portfolio

Total loans at December 31, 2022 were $23.1 billion, compared to $21.1 billion at December 31, 2021. The $2.0 billion, or 9%, increase is primarily attributable to $2.5 billion of core loan growth (excluding PPP loans) as loan demand increased across our geographic footprint and within specialty lines of business, partially offset by $492 million of PPP loan forgiveness.

The composition of our loan portfolio at December 31, 2022 and 2021 was as follows:

TABLE 10. Loans Outstanding by Type

($ in thousands)20222021
Total loans:
Commercial non-real estate$10,146,453$9,612,460
Commercial real estate - owner occupied3,033,0582,821,246
Total commercial & industrial13,179,51112,433,706
Commercial real estate - income producing3,560,9913,464,626
Construction and land development1,703,5921,228,670
Residential mortgages3,092,6052,423,890
Consumer1,577,3471,583,390
Total loans$23,114,046$21,134,282

The commercial and industrial (“C&I”) loan portfolio includes both commercial non-real estate and commercial real estate – owner occupied loans. C&I loans totaled $13.2 billion, or 57% of the total loan portfolio, at December 31, 2022, an increase of $746 million from December 31, 2021. The increase is largely attributable to core loan growth of $1.2 billion, partially offset by PPP loan forgiveness of $492 million.

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Our commercial and industrial customer base is diversified over a range of industries, including wholesale and retail trade in various durable and nondurable products and the manufacture of such products, financial and professional services, healthcare services, energy, marine transportation and maritime construction, and agricultural production. We lend mainly to middle-market and smaller commercial entities, although we do participate in larger shared-credit loan facilities generally with businesses/sponsors operating in our market areas that are well known to the relationship officers. Shared national credits funded at December 31, 2022 totaled approximately $2.7 billion, or 12% of total loans, compared to $2.1 million, or 10% of total loans at December 31, 2021. Our shared national credit industry concentration at December 31, 2022 includes approximately $509 million of health care-related facilities, $513 million in finance and insurance and $426 million in real estate, rental and leasing, with the remaining to various other industries.

The following table provides detail of the more significant industry concentrations for our commercial and industrial loan portfolio, which is based on NAICS codes for all industries, with the exceptions of energy, which is based on the borrower’s source of revenue (i.e. manufacturer whose income is derived from energy-related business is reported as energy), and PPP loans, as those are expected to be 100% SBA guaranteed and therefore have limited credit risk.

TABLE 11. Commercial & Industrial Loans by Industry Concentration

20222021
Pct ofPct of
($ in thousands)BalanceTotalBalanceTotal
Commercial & industrial loans:
Real estate and rental and leasing$1,520,69312%$1,311,24111%
Health care and social assistance1,406,480111,284,57810
Retail trade1,218,61891,086,2049
Manufacturing1,142,2799919,8307
Construction1,029,8908923,0407
Wholesale trade994,1537823,2957
Finance and insurance966,4847896,1057
Transportation and warehousing871,9387780,9346
Professional, scientific, and technical services705,2645621,7395
Accommodation, food services and entertainment629,6495595,6985
Public administration542,6924596,3015
Other services (except public administration)396,4293424,0874
Information381,9673280,0192
Admin, Support, Waste Mgmt, Remediation Services312,3742238,5892
Energy241,8762266,2352
Educational services298,0912255,1272
Other481,8824599,6255
Total commercial & industrial loans, excluding PPP13,140,75910011,902,64796
PPP loans38,7520531,0594
Total commercial & industrial loans$13,179,511100%$12,433,706100%

Commercial real estate – income producing loans totaled $3.6 billion at December 31, 2022, an increase of $96 million, or 3%, from December 31, 2021. The net increase reflects organic growth as well as construction loans converting to permanent financing, partially offset by approximately $684 million in paydowns.

Construction and land development loans totaled approximately $1.7 billion at December 31, 2022, compared to $1.2 billion at December 31, 2021, an increase of $475 million, or 39%. The increase was primarily due to demand throughout our footprint, with the funding of new and existing loans outpacing loans converting to permanent financing.

The following table details the end-of-period aggregated commercial real estate – income producing and construction loan balances by property type. Loans reflected in 1-4 Family Residential Construction include both loans to construction builders as well as single-family borrowers.

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TABLE 12. Commercial Real Estate– Income Producing and Construction by Property Type Concentration

20222021
Pct ofPct of
($ in thousands)BalanceTotalBalanceTotal
Commercial real estate - income producing and construction loans
Multifamily$870,86917%$647,30014%
Healthcare related properties854,56316766,33816
Retail811,99015777,59417
Industrial613,14912561,02212
1-4 family residential construction602,86711469,69010
Office569,45211501,77111
Hotel, motel and restaurants485,8659437,2419
Other land loans213,1594257,5945
Other242,6695274,7466
Total commercial real estate - income producing and construction loans$5,264,583100%$4,693,296100%

Residential mortgages totaled $3.1 billion at December 31, 2022, up $669 million, or 28%, from December 31, 2021. The increase in mortgage loans is due primarily to a lower level of originated loans sold in the secondary mortgage market, which was down to 22% for 2022 compared to 48% in 2021, partially offset by a $311 million, or 16%, decrease in overall production. Consumer loans totaled $1.6 billion at December 31, 2022, slightly down compared to December 31, 2021. The small decline in the consumer loan portfolio is due in part to a decrease of $108 million attributable to the wind down of our indirect auto lending portfolio, a business line that we have exited, largely offset by an increase in demand for other consumer products.

The following table shows average loans by category, the effective taxable equivalent yield and the percentage of total loans for each of the preceding three years:

TABLE 13. Average Loans

202220212020
YieldPct ofYieldPct ofYieldPct of
($ in thousands)Balance(te)TotalBalance(te)TotalBalance(te)Total
Total loans:
Commercial & real estate loans$17,682,3324.30%81%$17,070,2523.55%80%$17,270,8943.82%78%
Residential mortgages2,666,1343.39122,445,6023.70122,857,5843.9213
Consumer1,566,9275.6471,692,0884.8282,038,0454.989
Total loans$21,915,3934.32%100%$21,207,9423.92%100%$22,166,5234.13%100%

The following table sets forth the contractual maturity by portfolio segment at December 31, 2022.

TABLE 14. Loan Maturities by Type

December 31, 2022Maturity Range
($ in thousands)Within One YearAfter One Through Five YearsAfter Five Through Fifteen YearsAfter Fifteen YearsTotal
Total loans:
Commercial non-real estate$2,089,635$6,243,843$1,687,383$125,592$10,146,453
Commercial real estate - owner occupied146,0431,013,6031,817,01556,3973,033,058
Total commercial & industrial2,235,6787,257,4463,504,398181,98913,179,511
Commercial real estate - income producing480,6902,093,593972,02114,6873,560,991
Construction and land development322,478782,044188,987410,0831,703,592
Residential mortgages47,12131,588425,5432,588,3533,092,605
Consumer69,333496,72269,059942,2331,577,347
Total loans$3,155,300$10,661,393$5,160,008$4,137,345$23,114,046

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The sensitivity to interest rate changes for the portion of our loan portfolio that matures after one year is shown below.

TABLE 15. Loan Sensitivity to Changes in Interest Rates

December 31, 2022
($ in thousands)Fixed RateFloating RateTotal
Total loans:
Commercial non-real estate$3,425,363$4,631,455$8,056,818
Commercial real estate - owner occupied1,853,6131,033,4022,887,015
Total commercial & industrial5,278,9765,664,85710,943,833
Commercial real estate - income producing1,065,9492,014,3523,080,301
Construction and land development331,0981,050,0161,381,114
Residential mortgages1,804,0221,241,4623,045,484
Consumer299,3891,208,6251,508,014
Total loans$8,779,434$11,179,312$19,958,746

Management expects end of period loan growth in 2023 to be in the low-to mid-single digits from the December 31, 2022 balance of $23.1 billion.

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Asset Quality

The following table sets forth nonperforming assets by type for the periods indicated, consisting of nonaccrual loans, troubled debt restructurings and other real estate owned (ORE) and foreclosed assets. Loans past due 90 days or more and still accruing are also disclosed.

TABLE 16. Nonperforming Assets

December 31,
($ in thousands)20222021
Loans accounted for on a nonaccrual basis:
Commercial non-real estate loans$3,078$4,058
Commercial non-real estate loans - restructured9422,915
Total commercial non-real estate loans4,0206,973
Commercial real estate - owner occupied1,2333,104
Commercial real estate - owner occupied - restructured2281,817
Total commercial real estate - owner occupied loans1,4614,921
Commercial real estate - income producing loans1,1745,377
Commercial real estate - income producing loans - restructured6681
Total commercial real estate - income producing loans1,2405,458
Construction and land development loans306837
Construction and land development loans - restructured37
Total construction and land development loans309844
Residential mortgage loans23,94623,483
Residential mortgage loans - restructured1,3231,956
Total residential mortgage loans25,26925,439
Consumer loans6,64611,888
Consumer loans -restructured46
Total consumer loans6,69211,888
Total nonaccrual loans$38,991$55,523
Restructured loans - still accruing:
Commercial non-real estate loans$307$515
Commercial real estate loans - owner occupied
Commercial real estate loans - income producing
Construction and land development loans113118
Residential mortgage loans1,0182,169
Consumer loans469986
Total restructured loans - still accruing$1,907$3,788
Total nonperforming loans$40,898$59,311
ORE and foreclosed assets2,0177,533
Total nonperforming assets$42,915$66,844
Loans 90 days past due still accruing$4,585$5,524
Total restructured loans$4,515$10,564
Ratios:
Nonaccrual loans to total loans0.17%0.26%
Nonperforming assets to loans plus ORE and foreclosed assets0.19%0.32%
Allowance for loan losses to nonaccrual loans789.38%616.08%
Allowance for loan losses to nonperforming loans and accruing loans 90 days past due676.71%527.59%
Loans 90 days past due still accruing to total loans0.02%0.03%

Nonperforming assets were $42.9 million at December 31, 2022, a decrease of $23.9 million, or 36%, compared to $66.8 million at December 31, 2021. The decrease in nonperforming assets was driven by an $18.4 million decrease in nonperforming loans, which includes nonaccrual loans and loans modified in a troubled debt restructurings (TDRs) still accruing. The decline in nonperforming loans was primarily attributable to repayments, return to accrual status after an appropriate re-performance period, and charge-offs. ORE and foreclosed assets totaled $2.0 million at December 31, 2022, a decrease of $5.5 million from December 31, 2021, as asset sales outpaced foreclosures.

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Our level of nonperforming loans continued to improve in 2022, are near historic lows and compare favorably within our peer group. Nonperforming loans totaled $40.9 million at December 31, 2022, compared to $59.3 million at December 31, 2021, and was comprised of $7.5 million of commercial loans, $26.3 million of residential mortgage loans and $7.2 million of consumer loans.

Loans modified in TDRs totaled $4.5 million at December 31, 2022, compared to $10.6 million at December 31, 2021, including $2.6 million and $6.8 million, respectively, of loans reported as nonaccrual loans. TDRs arise when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and, consequently, a modification that would otherwise not be considered is granted to the borrower. Certain loans modified in a TDR may continue to accrue interest when the individual facts and circumstances of the borrower indicate that we will collect all amounts due. Accruing TDRs totaled $1.9 million at December 31, 2022, down from $3.8 million at December 31, 2021.

Criticized commercial loans totaled $301.9 million at December 31, 2022, up $14.7 million, or 5%, compared to December 31, 2021. The increase in criticized commercial loans includes a $45.6 million increase in the commercial non real estate portfolio, partially offset by declines in all other commercial portfolios. Criticized loans are defined as those having potential or well-defined weaknesses that deserve management’s close attention (risk-rated special mention, substandard and doubtful), including both accruing and nonaccruing loans. Criticized commercial loans comprised 1.64% of that portfolio at December 31, 2022, down from 1.68% at December 31, 2021 and remain near historically low levels. Our commercial criticized loans at December 31, 2022 are spread across many industries, with the largest concentrations being construction, totaling $75.7 million; manufacturing, totaling $43.7 million; transportation and warehousing, totaling $43.4 million; and energy support services, totaling $36.0 million. Commercial loans risk rated pass-watch totaled $457.6 million at December 31, 2022, compared to $320.4 million at December 31, 2021. The pass-watch risk rating includes credits with negative performance trends that reflect sufficient risk to cause concern, but have not risen to the level of criticized. The increase in the pass-watch portfolio reflects the impact of the end of economic stimulus and COVID-related modifications, along with the challenging economic environment, including prolonged inflation and labor shortages, among other things.

Allowance for Credit Losses

At December 31, 2022, the allowance for credit losses was $341.1 million, comprised of $307.8 million in allowance for loan losses and $33.3 million in the reserve for unfunded lending commitments. The allowance for credit losses decreased $30.3 million from $371.4 million at December 31, 2021, which was comprised of $342.1 million in allowance for loan losses and $29.3 million in the reserve for unfunded lending commitments. Our allowance for credit losses coverage to total loans was 1.48% at December 31, 2022 compared to 1.76% at December 31, 2021, and reflects improvement in economic conditions in our markets since last year end. While coverage is down year-over-year, it remains elevated compared to pre-pandemic levels as uncertainty remains in our economic outlook.

The decrease in the allowance for credit losses from December 31, 2021 includes reductions of $29.9 million in collectively evaluated reserves and $0.4 million in individually evaluated reserves (generally used for nonperforming loans and loans modified in a troubled debt restructuring), reflecting improvements in asset quality. The Company probability-weighted two Moody’s macroeconomic scenarios in the calculation of our collectively evaluated allowance for credit losses. The downside recessionary S-2 scenario (anchored on the baseline) was weighted more heavily at 75% and the baseline scenario was weighted 25% as management deemed the forecasted economic circumstances and outcomes included the S-2 scenario to be more likely to occur in the near term.

The December 2022 baseline forecast used in our analysis maintains a generally optimistic outlook in its assumptions, including the following: Current global oil prices hold at the current level and begins to decline slowly mid-2023, reaching the estimated long-run equilibrium of $70 per barrel by 2024; full-employment defined as unemployment at 3.5% and labor force participation of 62.5% is already achieved; the Federal Reserve issues two additional 25-basis point interest rate increases in early 2023 before rate reductions begin in late 2023 and continue throughout 2024; and reflects positive GDP growth throughout the forecast period, with annual growth of 0.9% in 2023 and 2.0% in 2024. The S-2 scenario assumes that supply chain issues worsen, increasing shortages of affected goods and keeping inflation elevated longer than expected in the baseline scenario. The Federal Reserve in turn reacts by raising interest rates more than assumed in the baseline scenario, causing the economy to fall into recession in the first quarter of 2023, lasting for three quarters with a peak to trough decline of 1.4%, resulting in a full year GDP reduction of 0.5% in 2023 and a return to growth of 1.3% in 2024. Further, the S-2 scenario assumes that the weakening economy causes unemployment to rise in the 2023, reaching a peak of 6.4% and a return to full employment not achieved until the first quarter of 2025. Additional information on the Moody’s forecast is provided in the “Economic Outlook” section of this document.

Loan growth, portfolio composition, asset quality metrics and future assumptions in economic forecasts drive the level of credit loss reserves. The allowance for credit losses on commercial loans decreased to $279.0 million, or 1.51% of that portfolio, at December 31, 2022, compared to $307.9 million, or 1.80% at December 31, 2021. The allowance for credit losses on residential mortgage loans increased to $32.5 million, or 1.05%, at December 31, 2022, compared to $30.6 million, or 1.26%, at December 31, 2021, mainly

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reflective of growth in the portfolio, combined with improved economics. Our allowance for credit losses on consumer loans was $29.6 million, or 1.88 % at December 31, 2022, compared to $32.8 million, or 2.07% at December 31, 2021.

Net charge-offs during 2022 were $1.9 million, or 0.01% of average total loans, down from $31.2 million, or 0.15% of average total loans, for the year ended December 31, 2021. In 2022, the commercial portfolio had net recoveries $3.9 million, compared to net charge-offs of $25.5 million in 2021. Commercial net charge-offs in 2021 included $14.1 million of energy-related charge-offs, with $13.3 million associated with a single legacy credit. Residential mortgage loans had net recoveries of $1.6 million in 2022, compared to $0.7 million in 2021. Net charge-offs of consumer loans totaled $7.4 million in 2022, compared to $6.4 million in 2021.

Loan growth, portfolio composition, credit quality metrics and assumptions in economic forecasts will drive the level of credit loss reserves. At present, we expect low to modest charge-offs and provision in the first quarter of 2023.

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The following table sets forth activity in the allowance for loan losses for the periods indicated.

TABLE 17. Summary of Activity in the Allowance for Credit Losses

December 31,
($ in thousands)202220212020
Provision and Allowance for Credit Losses
Allowance for Loan Losses:
Allowance for loan losses at beginning of period$342,065$450,177$191,251
Loans charged-off:
Commercial non real estate7,63733,523387,172
Commercial real estate - owner occupied9483,1791,828
Total commercial & industrial8,58536,702389,000
Commercial real estate - income producing1,0734252,512
Construction and land development3274400
Total Commercial9,66137,401391,912
Residential mortgages137713326
Consumer12,79212,72217,219
Total charge-offs22,59050,836409,457
Recoveries of loans previously charged-off:
Commercial non real estate11,8128,9856,032
Commercial real estate - owner occupied733642763
Total commercial & industrial12,5459,6276,795
Commercial real estate - income producing87810546
Construction and land development1342,172846
Total commercial13,55711,9047,687
Residential mortgages1,7491,4591,400
Consumer5,3826,2825,584
Total recoveries20,68819,64514,671
Total net charge-offs1,90231,191394,786
Provision for loan losses(32,374)(76,921)604,301
Cumulative effect of change in accounting principle49,411
Allowance for loan losses at end of period$307,789$342,065$450,177
Reserve for Unfunded Lending Commitments:
Reserve for unfunded lending commitments at beginning of period29,33429,9073,974
Cumulative effect of change in accounting principle27,330
Provision for losses on unfunded lending commitments3,975(573)(1,397)
Reserve for unfunded lending commitments at end of period$33,309$29,334$29,907
Total Allowance for Credit Losses$341,098$371,399$480,084
Total Provision for Credit Losses$(28,399)$(77,494)$602,904
Coverage ratios:
Allowance for loan losses to period end loans1.33%1.62%2.07%
Allowance for credit loss to period end loans1.48%1.76%2.20%
Charge-offs ratios
Gross charge-offs to average loans0.10%0.24%1.85%
Recoveries to average loans0.09%0.09%0.07%
Net charge-offs to average loans0.01%0.15%1.78%
Net Charge-offs to average loans by portfolio:
Commercial non real estate(0.04)%0.25%3.77%
Commercial real estate - owner occupied0.01%0.09%0.04%
Total commercial & industrial(0.03)%0.22%2.97%
Commercial real estate - income producing0.01%0.01%0.08%
Construction and land development(0.01)%(0.16)%(0.04)%
Total Commercial(0.02)%0.15%2.22%
Residential mortgages(0.06)%(0.03)%(0.04)%
Consumer0.47%0.38%0.57%

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An allocation of the loan loss allowance by major loan category is set forth in the following table for the periods indicated.

TABLE 18. Allocation of Allowance for Loan Losses by Category

December 31,
20222021
($ in thousands)Allowance for Loan Losses% of Total AllowanceAllowance for Loan Losses% of Total Allowance
Commercial non-real estate$96,46131%$95,88828%
Commercial real estate - owner occupied48,2841653,43316
Total commercial & industrial144,74547149,32144
Commercial real estate - income producing71,96123108,05832
Construction and land development30,4981022,1026
Residential mortgages32,4641130,6239
Consumer28,121931,9619
Total$307,789100%$342,065100%

Deposits

Total deposits were $29.1 billion at December 31, 2022, down $1.4 billion, or 5%, from December 31, 2021. Average deposits of $29.5 billion for 2022 were up $0.4 billion, or 1%, over 2021. Since early 2020, deposit levels have been influenced by pandemic-driven factors, such as inflows from government stimulus payments, deposits related to funding PPP loans into business checking accounts and a slowdown in customer spending during the height of the pandemic. In 2022, we began to see gradual outflows of some of the deposit bases built over the preceding two years, as spending levels have increased amid inflationary conditions, and increased competition for deposits.

The composition of deposits at December 31, 2022 and 2021 is as follows:

TABLE 19. Deposits

December 31,
($ in thousands)20222021
Noninterest-bearing deposits$13,645,113$14,392,808
Interest-bearing retail transaction and savings deposits10,757,49511,677,333
Interest-bearing public fund deposits
Public fund transaction and savings deposits3,132,8283,216,651
Public fund time deposits111,39777,956
Total interest-bearing public fund deposits3,244,2253,294,607
Retail time deposits1,418,5961,091,959
Brokered time deposits4,9209,190
Total interest-bearing deposits15,425,23616,073,089
Total deposits$29,070,349$30,465,897

At December 31, 2022, noninterest-bearing demand deposits were $13.6 billion, down $0.7 billion, or 5%, from December 31, 2021. Noninterest-bearing demand deposits comprised 47% of total deposits at both December 31, 2022 and 2021.

Interest-bearing transaction and savings accounts of $10.7 billion at December 31, 2022 decreased $0.9 billion, or 8%, from December 31, 2021. Interest-bearing public fund deposits totaled $3.2 billion at December 31, 2022, down $50.4 million, or 2%, from December 31, 2021. Year-end public fund account balances are subject to annual fluctuations dependent upon a number of factors, including the timing of tax collections. Seasonal cash inflows from public entities in the fourth quarter of each year typically results in higher balances than at other times during the year with subsequent reductions in the first quarter of the following year. Time deposits other than public funds totaled $1.5 billion at December 31, 2022, up $326 million, or 29%, from December 31, 2021.

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Table 20 sets forth average balances and weighted-average rates paid on deposits for each year in the three-year period ended December 31, 2022, as well as the percentage of total deposits for each category. Table 21 sets forth the maturities of time certificates of deposit greater than $250,000 at December 31, 2022.

TABLE 20. Average Deposits

202220212020
($ in millions)BalanceRateMixBalanceRateMixBalanceRateMix
Interest-bearing deposits:
Interest-bearing transaction deposits$2,630.30.15%8.9%$2,425.20.09%8.3%$2,166.40.20%8.3%
Money market deposits5,679.80.3019.36,212.00.1121.45,311.00.3920.3
Savings deposits2,917.40.019.92,598.20.018.92,092.40.028.0
Time deposits1,030.10.453.51,394.10.474.82,630.81.4110.0
Public Funds2,941.91.1010.03,140.20.3410.83,232.10.7912.3
Total interest-bearing deposits15,199.50.38%51.615,769.70.17%54.215,432.70.57%58.9
Noninterest bearing demand deposits14,298.048.413,324.045.810,779.641.1
Total deposits$29,497.5100.0%$29,093.7100.0%$26,212.3100.0%

TABLE 21. Maturity of Time Certificates of Deposit greater than or equal to $250,000*

December 31,
($ in thousands)2022
Three months$115,995
Over three months through six months71,956
Over six months through one year323,837
Over one year28,929
Total$540,717

* Includes public fund time deposits

We have estimated the Bank’s amount of uninsured deposits to be approximately $14.7 billion, using the methodologies and assumptions required for FDIC regulatory reporting.

Management expects the level of customer deposits at December 31, 2023 be relatively flat or slightly up compared to December 31, 2022.

Short-Term Borrowings

Short-term borrowings totaled $1.9 billion at December 31, 2022, up $206 million, or 12% from December 31, 2021. Average short-term borrowings for 2022 totaled $1.4 billion, down $304 million, or 18%, compared to 2021. The variance compared to December 31, 2021 reflects the repayment of $1.1 billion of low fixed-rate FHLB borrowings that were called at the option of the FHLB, and the addition of $1.43 billion in a new FHLB borrowing that bears interest at current market interest rates. Short-term borrowings are a core portion of the Company’s funding strategy, the balance of which can fluctuate depending on our funding needs and the sources utilized.

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Table 22 sets forth balances of short-term borrowings for each of the past three years. Short-term borrowings consist of federal funds purchased, securities sold under agreements to repurchase and borrowings from the FHLB. Customer repurchase agreements are a source of customer funding. These agreements are offered mainly to commercial customers to assist them with their ongoing cash management strategies or to provide a temporary investment vehicle for their excess liquidity pending redeployment for corporate or investment purposes. While customer repurchase agreements provide a recurring source of funds to the Bank, the amounts available over time will vary.

TABLE 22. Short-Term Borrowings

($ in thousands)202220212020
Federal funds purchased:
Amount outstanding at period end$1,850$1,850$300
Average amount outstanding during period13,1763,7629,708
Maximum amount at any month end during period2,3504,400330,330
Weighted-average interest at period end3.90%0.15%0.15%
Weighted-average interest rate during period2.82%0.43%1.15%
Securities sold under agreements to repurchase:
Amount outstanding at period end$444,421$563,211$567,213
Average amount outstanding during period536,727559,410600,167
Maximum amount at any month end during period640,592643,403806,645
Weighted-average interest at period end0.53%0.05%0.14%
Weighted-average interest rate during period0.21%0.10%0.24%
FHLB borrowings:
Amount outstanding at period end$1,425,000$1,100,000$1,100,000
Average amount outstanding during period808,7841,100,0001,368,320
Maximum amount at any month end during period1,425,0001,100,0002,110,000
Weighted-average interest at period end4.70%0.49%0.49%
Weighted-average interest rate during period1.82%0.49%0.62%

The $1.4 billion of FHLB short-term borrowings at December 31, 2022 consists of one short-term fixed rate advance purchased on December 30, 2022 and maturing on January 3, 2023.

Long-Term Debt

Long-term debt totaled $242.1 million at December 31, 2022, down $2.1 million from December 31, 2021, largely due to activity associated with tax credit fund activity.

Long-term debt at December 31, 2022 includes subordinated notes payable with an aggregate principal amount of $172.5 million and a stated maturity of June 15, 2060. The notes accrue interest at a fixed rate of 6.25% per annum, with quarterly interest payments that began September 15, 2020. Subject to prior approval by the Federal Reserve, the Company may redeem the notes in whole or in part on any interest payment date on or after June 15, 2025. This debt qualifies as tier 2 capital in the calculation of certain regulatory capital ratios.

LOAN COMMITMENTS AND LETTERS OF CREDIT

In the normal course of business, the Bank enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Bank to varying degrees of credit risk and interest rate risk in much the same way as funded loans.

Commitments to extend credit totaled $10.2 billion at December 31, 2022 and include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the acquisition and development of construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract, which may include the maintenance of sufficient collateral coverage levels, payment and financial performance, and compliance with other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to adjustment or cancellation if the borrower’s credit quality

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deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent our future cash requirements.

Letters of credit totaled $401 million at December 31, 2022. A substantial majority of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Bank issues standby letters of credit primarily to provide credit enhancement to customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.

The contract amounts of these instruments reflect our exposure to credit risk. The Bank undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. At December 31, 2022, the Company had a reserve for unfunded lending commitments of $33.3 million.

The following table shows the commitments to extend credit and letters of credit at December 31, 2022 and 2021 according to expiration date.

TABLE 23. Loan Commitments and Letters of Credit

Expiration Date
($ in thousands)TotalLess Than 1 Year1-3 Years3-5 YearsMore Than 5 Years
December 31, 2022
Commitments to extend credit$10,202,464$3,997,036$2,557,813$2,819,663$827,952
Letters of credit400,505343,37556,995135
Total$10,602,969$4,340,411$2,614,808$2,819,798$827,952
Expiration Date
($ in thousands)Less Than 1 Year1-3 Years3-5 YearsMore Than 5 Years
December 31, 2021
Commitments to extend credit$9,444,803$4,171,685$2,388,752$2,071,055$813,311
Letters of credit396,956287,23097,94011,786
Total$9,841,759$4,458,915$2,486,692$2,082,841$813,311

ENTERPRISE RISK MANAGEMENT

We proactively manage risks to capture opportunities and maximize shareholder value. We balance revenue generation and profitability with the inherent risks of our business activities. Enterprise risk management helps protect shareholder value by assessing, monitoring, and managing the risks associated with our businesses. Strong risk management practices enhance decision-making, facilitate successful implementation of new initiatives, and where appropriate, support undertaking greater levels of well-managed risk to drive growth and achieve strategic objectives. Our risk management culture integrates a board-approved risk appetite with senior management direction and governance to facilitate the execution of the Company’s strategic plan. This integration ensures the daily management of risks by product types and continuous corporate monitoring of the levels of risk across the Company. We make changes to our enterprise risk management program and risk governance framework as described here at the direction of senior management and the Board of Directors to capture opportunities and to respond to changes in strategic, business, and operational environments.

Risk Categories and Definitions

Consistent with other participants in the financial services industry, the primary risk exposures of the Company are credit, market, liquidity, operational, legal, reputational, and strategic. We have adopted these seven risk categories as outlined by the Federal Reserve Board and other bank regulators to govern the risk management of banks and bank holding companies. Oversight responsibility for these categories is assigned within our risk committee governance structure:


Credit risk arises from the potential that a borrower or counterparty will fail to perform on an obligation.


Market risk is a financial institution’s condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates, or equity prices.


Liquidity risk is the potential that an institution will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as “funding liquidity risk”) or that it cannot easily

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unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions (“market liquidity risk”).


Operational risk is the potential that inadequate information systems, operational problems, breaches in internal controls, breaches in customer data, fraud, or unforeseen catastrophes will result in unexpected losses. Consistently and interchangeably for the Company, Basel II defines this risk as the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The Company assesses compliance risk, the risk to current or anticipated earnings or capital arising from violations of laws, rules or regulations, or from non-conformance with prescribed practices, internal policies and procedures or ethical standards, as a subcategory of operational risk.


Legal risk is the potential that unenforceable contracts, lawsuits, or adverse judgments can disrupt or otherwise negatively affect the operations or condition of a banking organization.


Reputational risk is the potential that negative publicity regarding an institution’s business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions. The Company also recognizes its reputation with shareholders and associates is an important factor of reputational risk.


Strategic risk is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the competitive landscape of banking and financial services industries and operating environment.

Risk Committee Governance Structure

Effective risk management governance requires active oversight, participation, and interaction by senior management and the Board of Directors. Our enterprise risk management framework uses a tiered risk/reward committee structure to facilitate the timely discussion of significant risks, issues and risk mitigation strategies to inform management and the Board’s decision making. Additionally, the committee structure provides ongoing oversight and facilitates escalation within assigned risk committees. Following is a summary of our risk governance structure and related responsibilities:


Board risk committees. The Company’s Board of Directors has established a Board Risk Committee and Credit Risk Management Subcommittee of the Board Risk Committee to oversee the effective establishment of a risk governance framework, provide for an independent Credit Review assurance function, ensure the overall corporate risk profile is within its risk appetite, and direct changes or make recommendations to the Board of Directors when determined necessary. Additionally, the Board of Directors has established an Audit Committee to provide independent oversight on the effectiveness of these matters and the Company’s internal control and regulatory environment. The Board Risk Committee is chaired by an independent director. The Board has designated Ms. Joan Teofilo and Ms. Suzette Kent, independent directors who serve on the Board Risk Committee, as risk management experts. Other committees of the Board of the Directors oversee certain risks that overlap with the Board Risk Committee's enterprise risk management oversight, including the Compensation Committee, which evaluates and manages any risk posed by compensation and benefits programs and oversees diversity, equity and inclusion efforts, and the Corporate Governance and Nominating Committee, which oversees all ESG related activities.


Governance committees. The Capital Committee (CAPCO) of the Company serves as the senior level management risk/reward committee and oversees the business strategy, organizational structure, capital planning, and liquidity strategies for the Company. CAPCO directly oversees the strategic and reputation risk categories, which include litigation strategy and the development of capital stress testing within the Company’s risk governance framework. CAPCO drives business strategy development and execution, provides corporate financial oversight, and is responsible for portfolio risk committee oversight. CAPCO provides oversight of the portfolio risk/reward committees to ensure tactics to address business strategy changes are properly vetted and adopted, and protect the Company’s reputation.


Portfolio committees. The Company has three portfolio risk/reward committees focusing on credit (CREDCO), market and liquidity through asset/liability management (ALCO), and operational, legal and compliance (OPCO) risk categories. These committees review and monitor the risk categories in a portfolio context ensuring risk assessment and management processes are being effectively executed to identify and manage risk and direct changes and escalate issues to CAPCO and Board Risk Committees when needed. The committees also monitor the risk portfolios for changes to the Company’s risk profile as well as ensure the risk portfolio is performing within the board-approved risk appetite. Portfolio committees report to CAPCO. In addition, the Company has established a Sustainability Committee, which is a management committee that develops, monitors and assesses the strategies related to the environment, social responsibility and sustainable growth.

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Risk Leadership and Organization

The risk management function of the Company, which includes the Chief Risk Officer, is led by the President of Hancock Whitney Bank. The Chief Risk Officer provides overall vision, direction and leadership regarding our enterprise risk management program. The Chief Risk Officer exercises independent judgment and reporting of risk through a direct working relationship with the Board Risk Committee, and the Chief Credit Officer has the same role with the Credit Risk Management Subcommittee. The functional areas reporting to the Chief Risk Officer are the enterprise risk management program office, operational risk management, model validation, data governance, regulatory relations, corporate insurance, credit review (administrative only) and the enterprise-wide compliance program. The Chief Risk Officer also works closely with the Chief Internal Auditor to provide assurance to the Board and senior management regarding risk management controls and their effectiveness. The Chief Internal Auditor reports to the Board’s Audit Committee to assure independence of the internal audit function. Other risk management functions reporting to the President include the Chief Credit Officer and Bank Secrecy Act (BSA) Officer.

Credit Risk

The Bank’s primary lending focus is to provide commercial, consumer, and real estate loans to consumers, to small and middle market businesses, to larger corporate clients in their respective market areas, and to state, county, and municipal government entities. Diversification in the loan portfolio is a means to reduce the risks associated with economic fluctuations. The Bank has no significant concentrations of loans to individual borrowers or foreign entities.

Our commercial and industrial portfolio, which includes commercial non-real estate and owner occupied commercial real estate lending is diverse across various industries. We continuously manage our exposure to improve our cross industry diversification, and proactively manage potential impacts to earnings.

Real estate loan levels are monitored throughout the year and the bank currently does not have a commercial real estate concentration as defined by interagency guidelines.

Managing collateral is also an essential component of managing the Bank’s real estate-and non-real estate related credit risk exposure. For real estate-secured loans, third party valuations are obtained at the time of origination, and updated if it is determined that the collateral value has deteriorated or if the loan is deemed to be a problem loan. Property valuations are ordered through, and reviewed by, the Bank’s appraisal department. When deemed necessary, third party valuations may also be obtained for non-real estate collateral based on the same criteria as real estate secured loans. Such valuations, along with anticipated selling costs, are used to determine if there is loan impairment, leading to a recommendation for partial charge off or appropriate allowance allocation.

The Bank maintains an active Credit Review function, whose Credit Review Manager reports to the Credit Risk Management Subcommittee, a subcommittee of the Board Risk Committee, to help ensure that developing credit concerns are identified and addressed in a timely manner. Further, an active watch list review process is in place as part of the Bank’s problem loan management strategy, and a list of loans 90 days past due and still accruing is reviewed with management (including the Chief Credit Officer) at least monthly. Recommendations flow from all of the above activities with the goal of recognizing nonperforming loans and determining the appropriate accrual status.

Asset/Liability Management

Asset/liability management consists of quantifying, analyzing and controlling interest rate risk (IRR) to maintain stability in net interest income under varying interest rate environments. The principal objective of asset/liability management is to maximize net interest income while operating within acceptable risk limits established for interest rate risk and maintaining adequate levels of liquidity. Our net earnings are materially dependent on our net interest income.

IRR on the Company’s balance sheet consists of reprice, option, yield curve, and basis risks. Reprice risk results from differences in the maturity or repricing of asset and liability portfolios. Option risk arises from “embedded options” present in many financial instruments such as loan prepayment options, deposit early withdrawal options and interest rate options. These options allow customers opportunities to benefit when market interest rates change, which typically results in higher costs or lower revenue for the Company. Yield curve risk refers to the risk resulting from unequal changes in the spread between two or more rates for different maturities for the same instrument. Basis risk refers to the potential for changes in the underlying relationship between market rates and indices, which subsequently result in changes to the profit spread on an earning asset or liability. Basis risk is also present in administered rate liabilities, such as savings accounts, negotiable order of withdrawal accounts, and money market accounts where historical pricing relationships to market rates may change due to the level or directional change in market interest rates.

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ALCO manages our IRR exposures through pro-active measurement, monitoring, and management actions. ALCO is responsible for maintaining levels of IRR within limits approved by the Board of Directors through a risk management policy that is designed to promote a stable net interest margin in periods of interest rate fluctuation. Accordingly, the Company’s interest rate sensitivity and liquidity are monitored on an ongoing basis by its ALCO, which oversees market risk management and establishes risk measures, limits and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. A variety of measures are used to provide for a comprehensive view of the magnitude of interest rate risk, the distribution of risk, the level of risk over time and the exposure to changes in certain interest rate relationships.

The Company utilizes an asset/liability model as the primary quantitative tool in measuring the amount of IRR associated with changing market rates. The model is used to perform net interest income, economic value of equity, Monte Carlo, and gap analyses. The model quantifies the effects of various interest rate scenarios on projected net interest income and net income over the next twelve-month and 24-month periods. The model measures the impact on net interest income relative to a base case scenario of hypothetical fluctuations in interest rates over the next 24 months. These simulations incorporate assumptions regarding balance sheet growth and mix, pricing and the repricing and maturity characteristics of the existing and projected balance sheet. The impact of interest rate derivatives, such as interest rate swaps, caps and floors, is also included in the model. Other interest rate-related risks such as prepayment, basis and option risk are also considered.

Net Interest Income at Risk

Our primary market risk is interest rate risk that stems from uncertainty with respect to the absolute and relative levels of future market interest rates that affect our financial products and services. In an attempt to manage our exposure to interest rate risk, management measures the sensitivity of our net interest income and cash flows under various market interest rate scenarios, establishes interest rate risk management policies and implements asset/liability management strategies designed to promote a relatively stable net interest margin under varying rate environments.

The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at December 31, 2022. Shifts are measured in 100 basis point increments in a range from -500 to +500 basis points from base case, with -200 through +300 basis points presented in Table 24. Our interest rate sensitivity modeling incorporates a number of assumptions including loan and deposit repricing characteristics, the rate of loan prepayments and other factors. The base scenario assumes that the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in net interest income. Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board of Directors. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled.

TABLE 24. Net Interest Income (te) at Risk

Estimated Increase in NII
Change in Interest RatesYear 1Year 2
(basis points)
-200(8.33)%(13.09)%
-100(3.74)%(6.03)%
+1003.42%5.57%
+2006.75%10.98%
+30010.07%16.40%

The results indicate a general asset sensitivity across most scenarios driven primarily by repricing in variable rate loans and a funding mix composed of material volumes of non-interest bearing and lower rate sensitive deposits. Deployment of short-term funds into assets with longer durations combined with additional interest rate swaps and an increase in rate sensitive funding contributed to a decrease in reported asset sensitivity over the past year. When deemed prudent, management has taken actions to mitigate exposure to interest rate risk with on-or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet and earnings is fluid and would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although

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certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Certain assets such as adjustable-rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. All of these factors are considered in monitoring exposure to interest rate risk.

LIBOR Transition

In 2017, the United Kingdom’s Financial Conduct Authority announced that after 2021 it would no longer compel banks to submit the rates required to calculate the London Interbank Offered Rate (LIBOR). In November 2020, the administrator of LIBOR announced it will consult on its intention to extend the retirement date of certain offered rates whereby the publication of the one week and two month LIBOR offered rates will cease after December 31, 2021; but, the publication of the remaining LIBOR offered rates will continue until June 30, 2023. Given consumer protection, litigation, and reputation risks, the bank regulatory agencies have indicated that entering into new contracts that use LIBOR as a reference rate after December 31, 2021, would create safety and soundness risks and that they will examine bank practices accordingly. Therefore, the agencies encouraged banks to cease entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021. The Company discontinued the use of LIBOR for new contracts after December, 31, 2021, with limited exceptions as permitted by regulatory guidance and internal policy.

Regulators, industry groups and certain committees (e.g., the Alternative Reference Rates Committee (ARRC)) have, among other things, published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., AMERIBOR or the Secured Overnight Financing Rate (SOFR) as the recommended alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments. Further, the Adjustable Interest Rate (LIBOR) Act, enacted in March 2022, provides a statutory framework to replace U.S. dollar LIBOR with a benchmark rate based on the SOFR for contracts governed by U.S. law that have no or ineffective fallbacks, and in December 2022, the Federal Reserve Board adopted related implementing rules. In addition, where fallback language allows the Bank to select a benchmark rate, the statutory framework grants the authority to select the Board-selected benchmark replacement as the benchmark replacement, including the safe harbor provisions that, among other things, generally provide that such selection or use will not discharge or excuse performance under, give any person the right to unilaterally terminate or suspend performance under, or constitute a breach, of the contract.

Our LIBOR Transition Working Group (the “Group”), whose purpose is to direct the overall transition process for the Company, is an internal, cross-functional team with representatives from business lines, support and control functions and legal counsel. Beginning in the third quarter of 2019, key provisions in our loan documents were modified to ensure new and renewed loans include appropriate pre-cessation trigger language and LIBOR fallback language for transition from LIBOR to the new benchmark when such transition occurs. All direct exposures resulting from existing financial contracts that mature after 2021 have been inventoried and are monitored on an ongoing basis. The Group has also inventoried indirect LIBOR exposures within the Company's systems, models and processes. Management has developed and prioritized remediation plans, and the Group is continuing to monitor developments and taking steps to ensure readiness when the LIBOR benchmark rate is discontinued. The Group expects that the majority of our existing LIBOR contracts will transition in accordance with the statutory framework established by the Federal Reserve.

The Bank has adopted several replacement benchmarks to use in place of LIBOR benchmark rates, including Chicago Mercantile Exchange Inc. (CME) Term SOFR, FRB-NY SOFR and AMERIBOR as the primary rates. The replacement benchmark rates adopted by the Bank have been affirmed to comply with the 19 principles set forth by the International Organization of Securities Commissions (IOSCO) for Financial Benchmarks, and it further provides the Bank confidence these replacement benchmarks are based on transparent, market-based transactions. The Bank began using these replacement benchmarks towards the end of the third quarter of 2021.

We have a significant number of loans, derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on LIBOR. The transition from LIBOR has resulted in and could continue to result in added costs and employee efforts and could present additional risk. Since alternative rates are calculated differently, payments under contracts referencing new rates will differ from those referencing LIBOR. The transition will change our market risk profiles, requiring changes to risk and pricing models, valuation tools, product design and hedging strategies. Even with provisions allowing for designation of alternative benchmarks or “fallback” provisions, the discontinuance of LIBOR could result in customer uncertainty and disputes arising as a consequence of the transition from LIBOR. All of this could result in damage to our reputation and loss of customers

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At December 31, 2022, approximately 19% of our loan portfolio consisted of variable rate loans tied to LIBOR, along with related derivatives and other financial instruments.

Operational Risk Management

Operational risk is the risk of loss resulting from inadequate or failed internal controls and processes, people and systems, or from external events, including fraud, litigation and breaches in data security. We depend on the ability of our employees and systems to process, record and monitor a large number of transactions on an on-going basis. As operational risk remains elevated and as customer and regulatory expectations regarding information security have increased, the Company continues to enhance its controls, processes and systems in order to protect the Company’s networks, computers, software and data from attack, damage or unauthorized access.

Cybersecurity is a significant operational risk for financial institutions as a result of increases in the number of incidents and the sophistication of cyber-attacks. Cyber-attacks include computer hacking, acts of vandalism or theft, ransomware and other forms of malware, credential theft, denial of service, phishing, and employee malfeasance, each utilized to disrupt the operations of a financial institution, which in certain instances have resulted in unauthorized access to confidential, proprietary or other information, including customer account information.

The Board Risk Committee has primary responsibility for the oversight of operational risk. In this capacity, the Board Risk Committee oversees the Company’s processes for identifying, assessing, monitoring and managing cybersecurity risk. The Chief Information Security Officer (CISO), a member of management, supports the information security risk oversight responsibilities of the Board and its committees and involves the appropriate personnel in information risk management. The CISO regularly attends Board Risk Committee meetings and sits in executive session with the Board Risk Committee members at least once annually. The CISO annually provides an Information Security Program Summary report to the Board, outlining the overall status of our Information Security Program and the Company’s compliance with regulatory guidelines. In addition, individual business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities.

The CISO is also responsible for managing the day-to-day cybersecurity operations and leads the IT Risk Governance Subcommittee, a management level committee, whose objective is to protect the integrity, security, safety and resiliency of our corporate information systems and assets. This committee meets regularly to review the development of our Information Security Program. Our Information Security Program is comprised of a collection of policies, guidelines and procedures, which are regularly updated and approved by appropriate management committees. As part of our Information Security Program, we have adopted a Comprehensive Information Security Policy and an Incident Response Plan. The Incident Response Plan is intended to proceed on parallel paths in the event of an incident, including implementation of (i) a forensic and containment, eradication and remediation plan, and (ii) a line of business response plan (including legal, compliance, business, insurance and communications).

We contract with outside vendors on an annual basis to conduct vulnerability/penetration tests against the Company’s network. We have also contracted with third parties to assist in cyber incident response, forensics and communications. Any third party service provider or vendor utilized as part of the Company’s cybersecurity framework is required to comply with the Company’s policies regarding non-public personal information and information security. In addition, information security training programs are in place for all new associates, as well as required annual training for all associates. Internal policies and procedures have been adopted to encourage the reporting of potential security attacks or risks.

To date, the Company has not experienced an attack that has significantly impacted its results of operations, financial condition and cash flows. Addressing cybersecurity risks is a priority for the Company, and the Company is committed to enhancing its systems of internal controls and business continuity and disaster recovery plans. See Item 1A. “Risk Factors” for further discussion of the risks associated with an interruption or breach in our information systems or infrastructure

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity management ensures that funds are available to meet the cash flow requirements of our depositors and borrowers, while also meeting the operating, capital and strategic cash flow needs of the Company, the Bank and other subsidiaries. As part of the overall asset and liability management process, liquidity management strategies and measurements have been developed to manage and monitor liquidity risk. At December 31, 2022, we had $17.9 billion in net available sources of funds, summarized as follows:

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TABLE 25. Net Available Sources of Funds

December 31, 2022
($ in thousands)Total AvailableAmount UsedNet Availability
Internal Sources
Free securities, cash and other$3,751,173$$3,751,173
External Sources
Federal Home Loan Bank6,414,1301,525,0344,889,096
Federal Reserve Bank3,400,4273,400,427
Brokered deposits4,360,5529,1904,351,362
Other1,459,0001,459,000
Total Liquidity$19,385,282$1,534,224$17,851,058

TABLE 26. Liquidity Metrics

202220212020
Free securities / total securities41.59%53.95%54.21%
Core deposits / total deposits98.12%98.66%97.14%
Wholesale funds / core deposits7.43%6.45%7.85%
Average loans / average deposits74.30%72.90%84.57%

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities and repayments of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with the Federal Reserve Bank or with other commercial banks are additional sources of liquidity to meet cash flow requirements. Free securities represent unpledged securities that can be sold or used as collateral for borrowings, and include unpledged securities assigned to short-term dealer repurchase agreements or to the Federal Reserve Bank discount window. Management has established an internal target for the ratio of free securities to total securities to be 20% or greater. As shown in Table 26 above, our ratios of free securities to total securities were 41.59% and 53.95%, respectively, at December 31, 2022 and 2021. Securities and FHLB letters of credit are pledged as collateral related to public funds and repurchase agreements. The carry value of total pledged securities was $4.9 billion at December 31, 2022, an increase of $987.4 million from December 31, 2021. The increase in pledged securities, as well as the decrease in the ratio of free securities to total securities, was the result of utilizing securities to replace $850 million in maturing FHLB letters of credit as pledged collateral.

The liability portion of the balance sheet provides liquidity mainly through the ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit accounts and sweep accounts. At December 31, 2022, deposits totaled $29.1 billion, a decrease of $1.4 billion, or 5%, from December 31, 2021. This decrease was primarily attributable to increased consumer and business spending related to economic-related conditions, partially offset by an increase in time deposits due to higher competitive rate offerings. Core deposits represent total deposits excluding certificates of deposits (“CDs”) of $250,000 or more and brokered deposits. The ratio of core deposits to total deposits was 98.12% at December 31, 2022, compared to 98.66% at December 31, 2021. Core deposits totaled $28.5 billion at December 31, 2022, an decrease of $1.5 billion from December 31, 2021. Brokered deposits totaled $4.9 million as of December 31, 2022 compared to $30.2 million at December 31, 2021. Brokered deposits declined as brokered certificates that matured were not reissued as part of our effort to utilize excess liquidity. The use of brokered deposits as a funding source is subject to certain policies regarding the amount, term and interest rate.

Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings from customers provide additional sources of liquidity to meet short-term funding requirements. In addition to funding from customer sources, the Bank has a line of credit with the FHLB that is secured by blanket pledges of certain mortgage loans. At December 31, 2022, the Bank had borrowed $1.4 billion from the FHLB and had approximately $4.9 billion remaining available under this line. The Bank also has unused borrowing capacity at the Federal Reserve’s discount window of approximately $3.4 billion. There were no outstanding borrowings with the Federal Reserve at December 31, 2022 and December 31, 2021, or at any point during the years then ended.

Wholesale funds, comprised of short-term borrowings, long-term debt and brokered deposits were 7.43% of core deposits at December 31, 2022 and 6.45% at December 31, 2021. Wholesale funds totaled $2.1 billion at December 31, 2022, an increase of $178.8 million from December 31, 2021. The increase was primarily due to an increase in FHLB borrowings, partially offset by decrease in customer repo agreements. The Company has established an internal target for wholesale funds to be less than 25% of core deposits.

Another key measure the Company uses to monitor its liquidity position is the loan to deposit ratio (average loans outstanding during the reporting period divided by average deposits outstanding). The loan-to-deposit ratio measures the amount of funds the Company

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lends for each dollar of deposits on hand. Our average loan-to-deposit ratio was 74.30% for 2022 compared to 72.90% in 2021. Management has established a target range for the loan to deposit ratio of 87% to 89%, but will operate outside that range under certain circumstances, such as those caused by the continuing impact of the pandemic on loan and deposit levels. Average loans outstanding for 2022 and 2021, included approximately $204.8 million and $1.5 billion, respectively of low-risk SBA guaranteed PPP loans were largely repaid through the forgiveness process by the end of 2022.

Dividends received from the Bank have been the primary source of funds available to the Parent Company for the payment of dividends to our stockholders and for servicing its debt. The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends that the Bank can distribute to the Parent Company, as described in Note 12 –Stockholder's Equity to the consolidated financial statements. The Parent targets cash and other liquid assets to provide liquidity in an amount sufficient to fund approximately four quarters of ongoing cash or liquid asset needs, consisting primarily of common stockholder dividends, debt service requirements, and any expected share repurchase or early extinguishment of debt. The Parent may temporarily operate below that level if a return to the target can be achieved in the near-term, generally not to exceed four quarters.

On June 15, 2021, the Parent utilized excess liquidity to redeem all of its issued and outstanding 5.95% subordinated notes due with an aggregate principal amount of $150 million.

Material Cash Requirements

The Company has sufficient access to liquidity for operations. The following table summarizes select significant contractual obligations as of December 31, 2022, according to payments due by period. The table excludes obligations under deposit contracts and short-term borrowings discussed previously in this analysis. The maturities of time deposits in amounts greater than $250,000 are presented in Table 20. Purchase obligations represent material legal and binding contracts to purchase services and goods that cannot be settled or terminated without paying substantially all of the contractual amounts.

TABLE 27. Contractual Cash Obligations

Payment due by period
($ in thousands)TotalLess Than 1 Year1-3 Years3-5 YearsMore Than 5 Years
Long-term debt obligations$656,572$18,055$44,691$43,243$550,583
Operating lease obligations145,55716,31127,87023,39477,982
Purchase obligations157,57793,32640,82723,424
Commitments to fund low income housing and small business investment company22,26222,262
Total$981,968$149,954$113,388$90,061$628,565

Capital Resources

The Company currently has a strong capital position which is vital to continued profitability, promotes depositor and investor confidence, and provides a solid foundation for economic downturns, future growth and flexibility in addressing strategic opportunities. Stockholders’ equity totaled $3.3 billion at December 31, 2022 compared to $3.7 billion at December 31, 2021. The $327.7 million decrease from December 31, 2021 is attributable to $718.2 million of other comprehensive loss, net of tax, largely due to fair value adjustments on securities available for sale and cash flow hedges amid the rising interest rate environment, along with dividends of $94.9 million and the repurchase of $58.9 million of common stock. These factors were partially offset by net income of $524.1 million and $20.2 million of long-term incentive and dividend reinvestment activity.

At December 31, 2022, our tangible common equity ratio was 7.09%, compared to 7.71% at December 31, 2021. The 62 bps decline from December 31, 2021 is attributable to declines of 202 bps due to other comprehensive loss, 27 bps from dividends and 17 bps from common stock repurchase activity, partially offset by increases of 151 bps for tangible net income, 27 bps from tangible asset contraction, and 6 bps related to stock based compensation and other activity. The Company has adequate liquidity and, therefore, does not plan to and, more likely than not, will not be required to sell available for sale securities before the recovery of the losses reflected in other comprehensive loss.

The primary quantitative measures that regulators use to gauge capital adequacy are the ratios of Total, Tier 1 and Common Equity Tier 1 regulatory capital to risk-weighted assets (risk-based capital ratios) and the ratio of Tier 1 capital to average total assets (Leverage ratio). The Federal Reserve Board’s final rule implementing the Basel III regulatory capital framework and related changes per the Dodd-Frank Act established the Basel III minimum regulatory capital requirements for all organizations for Total, Tier 1 and Common Equity Tier 1 risk-based capital ratios equal to 8.00%, 6.00%, and 4.5%, respectively, as well as set a conservation buffer of

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2.5% and a Leverage ratio of 4.0%. Based on capital ratios as of December 31, 2022 using Basel III definitions, the Company and the Bank exceeded all capital requirements of the rule. The Company and the Bank have established internal target ranges for Total, Tier 1 and Common Equity Tier 1 risk-based capital ratios and the leverage ratio. At December 31, 2022, each of these capital ratios fell within, or above, their respective target range.

At December 31, 2022, our regulatory capital ratios were well in excess of current regulatory minimum requirements, including the conservatism buffers, by at least $540 million. Additionally, both the Company and the Bank were considered “well capitalized” by regulatory agencies. Note 12 – Stockholders’ Equity to the consolidated financial statements provides additional information about the Bank’s regulatory capital ratios.

The following table shows the Company’s regulatory capital ratios as calculated under current rules for the indicated periods. The capital ratios in the table below reflect the election to use the interim final five-year transition rule issued on March 27, 2020 available for institutions required to adopt CECL as of January 1, 2020. The CECL transition rule allowed for the option to delay for two years the estimated impact of CECL on regulatory capital (0%), followed by a three-year transition (25% in 2022, 50% in 2023, 75% in 2024, and 100% thereafter). In addition, the two-year delay also included the full impact of January 1, 2020 cumulative effect impact plus an estimated impact of CECL calculated quarterly as 25% of the current ACL over the January 1, balance (modified transition amount). The modified transition amount was recalculated quarterly, with the December 31, 2021 impact of $24.9 million plus the day one impact of $44.1 million carrying through remaining three-year transition.

TABLE 28. Risk-Based Capital and Capital Ratios

($ in thousands)20222021
Common equity tier 1 capital$3,279,419$2,890,770
Additional tier 1 capital
Tier 1 capital3,279,4192,890,770
Tier 2 capital447,415454,617
Total capital$3,726,834$3,345,387
Risk-weighted assets$28,734,106$26,056,958
Ratios
Leverage (Tier 1 capital to average assets)9.53%8.25%
Common equity tier 1 capital to risk-weighted assets11.41%11.09%
Tier 1 capital to risk-weighted assets11.41%11.09%
Total capital to risk-weighted assets12.97%12.84%
Common stockholders' equity to total assets9.50%10.05%
Tangible common equity to total assets7.09%7.71%

Throughout 2022 and 2021, the Company paid quarterly dividends of $0.27 per share, for an annual cash dividend rate of $1.08 per share. The Company has paid uninterrupted quarterly dividends to shareholders since 1967. In January 2023, the Company's board of directors declared an 11% increase in the regular first quarter 2023 cash dividend to $0.30 per share. The increase is reflective of our strong regulatory ratios, allowing for improved shareholder returns.

STOCK REPURCHASE PROGRAM

Prior to its expiration on December 31, 2022, we had in place a stock repurchase program that was authorized by the Company's board of directors in April 2021 whereby the Company was authorized to repurchase up to 4.3 million shares of its common stock through the program’s expiration date. The program allowed the Company to repurchase its common shares in the open market, by block purchase, through accelerated share repurchase programs, in privately negotiated transactions, or otherwise, in one or more transactions. The Company was not obligated to purchase any shares under this program, and the board of directors had the ability to terminate or amend the program at any time prior to the expiration date. During the year ended December 31, 2022, the Company repurchased 1,204,368 shares of its common stock at an average cost of $48.90 per share, inclusive of commissions. In total, the Company repurchased 1.7 million of the 4.3 million authorized shares under the buyback program at an average cost of $48.77 per share.

Subsequent to year-end, in January 2023, the Company’s board of directors authorized a stock repurchase program pursuant to which the Company may, from time to time, purchase up to 4.3 million shares of its outstanding common stock (approximately 5% of the shares of common stock outstanding as of December 31, 2022). The shares may be repurchased in the open market, by block purchase, through accelerated share repurchase plans, in privately negotiated transactions or otherwise, in one or more transactions, from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The program has an expiration date of December 31, 2024 and does not obligate the Company to

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purchase any shares. The program may be terminated or amended by the Board at any time prior to the expiration date. This program allows us to continue to opportunistically repurchase shares of our common stock when the market is advantageous.

The Inflation Reduction Act of 2022, signed into law in August 2022, includes a provision for an excise tax equal to 1% of the fair market value of any stock repurchased by covered corporations during a taxable year, subject to certain limits and provisions. The excise tax is effective beginning in fiscal year 2023. While we may complete transactions subject to the new excise tax, we do not expect a material impact to our statement of condition or result of operations.

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FOURTH QUARTER RESULTS

Net income for the fourth quarter of 2022 was $143.8 million, or $1.65 per diluted common share, compared to $135.4 million, or $1.55 per diluted common share, in the third quarter of 2022 and $137.7 million, or $1.55 per diluted common share, in the fourth quarter of 2021. The fourth quarter of 2021 included $4.9 million ($.04 per share after-tax impact) of net nonoperating income items, mostly attributable to hurricane-related insurance proceeds.

Highlights of our fourth quarter of 2022 results (compared to third quarter of 2022):


Net income of $143.8 million, or $1.65 per diluted share, was up $8.4 million, or $0.10 per diluted share


Pre-provision net revenue of $185.0 million was up $10.3 million, or 6%


Loan growth of $528.5 million, or 9%, linked-quarter annualized, exceeded expectations


Criticized commercial loans and nonperforming loans decreased slightly and remain near historically low levels


Allowance for credit losses coverage remained strong at 1.48%


Deposits increased $119.1 million, or 2% linked-quarter annualized


Net interest margin improved 14 basis points (bps) to 3.68%


Common equity tier 1 ratio was 11.41%, up 31 bps; tangible common equity ratio of 7.09%, up 36 bps


Efficiency ratio improved to 49.81%

Total loans at December 31, 2022 were $23.1 billion, an increase of $528 million, or 2%, from September 30, 2022. Improved line utilization contributed to growth in markets and lines of business. One-time close residential mortgage construction products drove the increase in mortgage loans, while commercial real estate (CRE) declined as a result of today's uncertain economic environment.

Total deposits at December 31, 2022 were $29.1 billion, up $119 million, or less than 1%, from September 30, 2022.

Noninterest-bearing deposits totaled $13.6 billion at December 31, 2022, down $645.7 million, or 5%, from September 30, 2022 and comprised 47% of total deposits at December 31, 2022. Interest-bearing transaction and savings deposits totaled $10.7 billion at December 31, 2022, down $175.7 million, or 2%, compared to September 30, 2022. Commercial client demand deposits declined, while competitive rates on certain deposit products led to a slight shift from no and low-cost deposits to higher rate money market and time deposit products. Interest-bearing public fund deposits increased $447.9 million, or 16%, to $3.2 billion at December 31, 2022. The increase in public funds is seasonal and primarily attributable to year-end tax collections by local municipalities. Typically, these balances begin to runoff in the first quarter of each year. Time deposits of $1.5 billion increased $492.6 million, or 51%, from September 30, 2022, largely attributable to promotional rate offerings in keeping with the rising interest rate environment.

Net interest income (te) for the fourth quarter of 2022 was $298.1 million, up $15.2 million, or 5%, from the third quarter of 2022, primarily driven by the rising rate environment coupled with an increase in earning assets, partially offset by an increase in the cost of funds. The net interest margin increased 14 bps to 3.68% in the fourth quarter as interest income increased as a result of the rising interest rate environment and growth in earning assets (+52 bps), partially offset by higher cost of funds (-37 bps) and forgiveness of PPP loans (-1 bp).

The provision for credit losses recorded in the fourth quarter of 2022 was $2.5 million, compared to $1.4 million in the third quarter of 2022. Net charge-offs were $1.0 million, or 0.02% of average total loans on an annualized basis in the fourth quarter of 2022, down from $1.3 million, or 0.02% of average total loans, in the third quarter of 2022. Our allowance for credit loss reserves were $341.1 million at December 31, 2022, up $1.5 million from the prior quarter. While our asset quality metrics are stable, economic uncertainty remains, resulting in an allowance level that is elevated when compared to pre-pandemic levels.

Noninterest income totaled $77.1 million for the fourth quarter of 2022, down $8.3 million, or 10%, from the third quarter of 2022, with declines from the third quarter noted in most fee categories. Service charges were down $1.0 million, or 5%, partly attributable to the discontinuance of certain consumer NSF and overdraft fees that began in December 2022. Bank card and ATM fees were down $0.5 million, or 2%, from the third quarter of 2022. Income from secondary mortgage operations totaled $1.5 million, down $1.8 million, or 54%, as a result of declining demand for mortgage loans and refinancing, and a lower percentage of such loans sold in the secondary market. Other noninterest income was down $5.7 million, primarily due to lower specialty fee income, including income from bank-owned life insurance, derivatives and small business investment company income.

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Noninterest expense totaled $190.2 million, down $3.3 million, or 2%, from the third quarter of 2022. The primary driver of the decrease is attributable to storm-related insurance gains recorded in the fourth quarter, partially offset by a decrease in net gains on ORE and foreclosed assets.

The effective income tax rate for fourth quarter 2022 was 20.1%. The effective income tax rate continues to be less than the statutory rate primarily due to tax-exempt income and income tax credits.

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The following table provides selected comparative financial information for the five quarters ending with December 31, 2022.

TABLE 29. Quarterly Consolidated Financial Results

(in thousands, except per share data)December 31, 2022September 30, 2022June 30, 2022March 31, 2022December 31, 2021
Income Statement Data:
Interest income$345,676$299,737$254,864$236,786$238,756
Interest income (te) (a)348,291302,340257,449239,331241,391
Interest expense50,17519,4309,1328,3239,460
Net interest income (te)298,116282,910248,317231,008231,931
Provision for credit losses2,4871,402(9,761)(22,527)(28,399)
Noninterest income77,06485,33785,65383,43289,612
Noninterest expense190,154193,502187,097179,939182,462
Income before income taxes179,924170,740154,049154,483164,845
Income tax expense36,13735,35132,61431,00527,102
Net income$143,787$135,389$121,435$123,478$137,743
For informational purposes - included above, pre-tax
Nonoperating item included in noninterest income:
Gain on hurricane-related insurance settlement$$$$$3,600
Nonoperating items included in noninterest expense:
Efficiency initiatives(649)
Hurricane-related expenses(680)
Balance Sheet Data:
Period end balance sheet data:
Loans$23,114,046$22,585,585$21,846,068$21,323,341$21,134,282
Earning assets31,873,02731,213,44931,292,91032,997,32333,610,435
Total assets35,183,82534,567,24234,637,52536,317,29136,531,205
Noninterest-bearing deposits13,645,11314,290,81714,676,34214,976,67014,392,808
Total deposits29,070,34928,951,27429,866,43230,499,70930,465,897
Stockholders' equity3,342,6283,180,4393,349,7233,450,9513,670,352
Average balance sheet data:
Loans$22,723,248$22,138,709$21,657,528$21,122,038$20,770,130
Earning assets32,244,68131,783,80132,780,81333,201,92632,913,659
Total assets34,498,91534,377,77335,380,24736,003,80335,829,027
Noninterest-bearing deposits13,854,62514,323,64614,655,80014,363,32414,126,335
Total deposits28,816,33829,180,62629,979,94030,029,79329,750,665
Stockholders' equity3,228,6673,405,4633,383,7893,607,0613,642,003
Common Shares Data:
Earnings per share:
Basic$1.65$1.56$1.39$1.40$1.56
Diluted1.651.551.381.401.55
Cash dividends per common share0.270.270.270.270.27
Performance Ratios:
Return on average assets1.65%1.56%1.38%1.39%1.53%
Return on average common equity17.67%15.77%14.39%13.88%15.00%
Efficiency (b)49.81%51.62%54.95%56.03%56.57%
Net interest margin (te)3.68%3.54%3.04%2.81%2.80%
Reconciliation of operating revenue (te) and operating pre-provision net revenue (non-GAAP measure) (te) (c)
Net interest income$295,501$280,307$245,732$228,463$229,296
Noninterest income77,06485,33785,65383,43289,612
Total revenue372,565365,644331,385311,895318,908
Taxable equivalent adjustment2,6152,6032,5852,5452,635
Nonoperating revenue(3,600)
Operating revenue (te)$375,180$368,247$333,970$314,440$317,943
Noninterest expense(190,154)(193,502)(187,097)(179,939)(182,462)
Nonoperating expense(1,329)
Operating pre-provision net revenue (te)$185,026$174,745$146,873$134,501$134,152

(a) Taxable equivalent basis (te). For analytical purposes, management adjusts interest income and net interest income for tax-exempt items to a taxable equivalent basis using a federal income tax rate of 21% .

(b) The efficiency ratio is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and nonoperating items.

(c) Refer to the Non-GAAP Financial Measures section of this analysis for a discussion of these measures.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The accounting principles we follow and the methods for applying these principles conform to accounting principles generally accepted in the United States of America and general practices followed by the banking industry. The significant accounting principles and practices we follow are described in Note 1 to the consolidated financial statements. These principles and practices require

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management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Management evaluates the estimates and assumptions made on an ongoing basis to help ensure the resulting reported amounts reflect management’s best estimates and judgments given current facts and circumstances. The following discusses certain critical accounting policies that involve a higher degree of management judgment and complexity in producing estimates that may significantly affect amounts reported in the consolidated financial statements and notes thereto.

Allowance for Credit Losses

The allowance for credit losses (ACL) is comprised of the allowance for loan and lease losses (ALLL), a valuation account available to absorb losses on loans and leases held for investment, and the reserve for unfunded lending commitments, a liability established to absorb credit losses for the expected life of the contractual term of on and off-balance sheet exposures as of the date of the determination. Accounting standards require that management incorporate an economic forecast for a reasonable and supportable period, which is two years based on our current policy. We utilize third party forecasts that consist of multiple economic scenarios, including a baseline, with a probability distribution of 50% better or worse economic performance and various upside and downside scenarios utilized at an aggregated state (or regional) levels across our footprint or national level, depending on the portfolio. The economic forecasts are generally lagging and may not incorporate all events and circumstances through the financial statement date. The Company’s management considers available forecasts, current events not captured and our specific portfolio characteristics and applies weights to the scenario output based on a best estimate of likely outcomes. Since 2020, the United States and global financial markets experienced unprecedented volatility, with significant uncertainty surrounding the COVID-19 pandemic followed by a prolonged period of inflation, labor shortages and aggressive monetary policy actions, among other things. Changing economic conditions have introduced enhanced estimation uncertainty in the forecasts used to estimate expected credit loss. Our credit loss models were built using historical data that may not correlate to existing economic conditions. The estimate of the life of a loan considers both contractual cash flows as well as estimated prepayments and forecasted draws on unfunded loan commitments that were also built on historical data that may react differently given the current environment. Such forecasted information is inherently uncertain, therefore, actual results may differ significantly from management’s estimates.

Management applies significant judgment when weighting the macroeconomic scenarios for the reasonable and supportable period. Our assessment considers the scenario description compared to our portfolio performance and benchmarking select variables to other third party forecasts. At December 31, 2022, the Company weighted the Moody’s baseline scenario at 25% and the slower growth S-2 scenario at 75%. Results by scenario can vary significantly from period to period as both the scenario assumptions and the portfolio composition are changing, therefore comparison of scenario weighting from period to period may not be meaningful. For example, holding all other assumptions constant, the slower growth S-2 scenario produced expected credit losses 44% higher than utilization of the baseline scenario at December 31, 2022. In contrast, for the year ended December 31, 2021, the slower growth S-2 scenario produced results 21% greater than the baseline scenario. In addition, these quantitative results are adjusted, sometimes materially, by the qualitative assessment described below.

The quantitative loss rate analysis is supplemented by a review of qualitative factors that considers whether conditions differ from those existing during the historical periods used in the development of the credit loss models. Such factors include, but are not limited to, problem loan trends, changes in loan profiles and volumes, changes in lending policies and procedures, current or expected economic trends, business conditions, credit concentrations, model limitations and other relevant factors not captured by our models. While quantitative data for these factors is used where available, there is significant judgment applied in these processes.

For credits that are individually evaluated, a specific allowance is calculated as the shortfall between the credit’s value and the bank’s exposure. The loan’s value is measured by either the loan’s observable market price, the fair value of the collateral of the loan (less liquidation costs) if it is collateral dependent, or by the present value of expected future cash flows discounted at the loan’s effective interest rate. Collateral on impaired loans may include, but is not limited to, commercial and residential real estate, accounts receivable and other corporate assets. Values for impaired credits are highly subjective and based on information available at the time of valuation and the current resolution strategy. These values are difficult to assess and have heightened uncertainty resulting from current market conditions. Actual results could differ from these estimates.

Management considers the appropriateness of these critical assumptions as part of its allowance review and believes the ACL level is appropriate based on information available through the financial statement date. Refer to Note 3 – Loans and Allowance for Credit Losses for further discussion of significant assumptions used in the current allowance calculation.

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Accounting for Retirement Benefits

Management makes a variety of assumptions in applying principles that govern the accounting for benefits under the Company’s defined benefit pension plans and other postretirement benefit plans. These assumptions are essential to the actuarial valuation that determines the amounts recognized and certain disclosures it makes in the consolidated financial statements related to the operation of these plans. Two of the more significant assumptions concern the expected long-term rate of return on plan assets and the rate needed to discount projected benefits to their present value. Changes in these assumptions impact the cost of retirement benefits recognized in net income and comprehensive income. Certain assumptions are closely tied to current conditions and are generally revised at each measurement date. For example, the discount rate is reset annually with reference to market yields on high quality fixed-income investments. Other assumptions, such as the rate of return on assets, are determined, in part, with reference to historical and expected conditions over time and are not as susceptible to frequent revision. Holding other factors constant, the cost of retirement benefits will move opposite to changes in either the discount rate or the rate of return on assets. Note 17 – Retirement Plans. provides further discussion on the accounting for retirement and employee benefit plans and the estimates used in determining the actuarial present value of the benefit obligations and the net periodic benefit expense.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to our consolidated financial statements that appears in Item 8. “Financial Statements and Supplementary Data.”

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