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Item 2. Management’s Discussion and Analysis

2022-11-04 compared with 2022-08-05 · 272 added, 277 removed, 583 unchanged (48% of the section changed)

2 unchanged sentences

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's 2021 Annual Report on Form 10-K.

Results of operations for the six month periods ended June 30, 2022 are not necessarily indicative of results to be attained for any other period.

Results of operations for the nine month periods ended September 30, 2022 are not necessarily indicative of results to be attained for any other period.

Forward-Looking Information

9 unchanged sentences

Such possible events or factors include:

changes in economic conditions in the Company's market area, the effects of the COVID-19 pandemic, changes in policies by regulatory agencies, governmental legislation and regulation, fluctuations in interest rates, changes in liquidity requirements, demand for loans in the Company's market area, changes in accounting and tax principles, estimates made on income taxes, competition with other entities that offer financial services, cybersecurity threats, and such other factors as discussed in Part I Item 1A - "Risk Factors" and Part II Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2021 Annual Report on Form 10-K and in Part II Item 1A of this Quarterly Report on Form 10-Q.

During the quarter ended June 30, 2022, there were no material changes to the Risk Factors disclosed in the Company's 2021 Annual Report on Form 10-K.

During the quarter ended September 30, 2022, there were no material changes to the Risk Factors disclosed in the Company's 2021 Annual Report on Form 10-K.

Critical Accounting Estimates and Related Policies

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Selected Financial Data

Three Months Ended June 30 Six Months Ended June 30

Three Months Ended September 30 Nine Months Ended September 30

2022 2021 2022 2021

15 unchanged sentences

Return on total assets 1.48 1.40 1.39 1.65

Return on common equity 16.29 19.12 15.28 17.42

Return on equity 17.84 13.74 16.08 16.14

(Based on end-of-period data)

20 unchanged sentences

Less goodwill 138,921 138,921

Less core deposit premium 4,446 4,772

Less intangible assets* 4,371 4,684

Total tangible common equity (a) $ 2,208,302 $ 3,337,065

1 unchanged sentence

Less goodwill 138,921 138,921

Less core deposit premium 4,446 4,772

Less intangible assets* 4,371 4,684

Total tangible assets (b) $ 32,459,304 $ 34,353,938

Tangible common equity to tangible assets ratio (a)/(b) 6.80 % 9.71 %

* Intangible assets other than mortgage servicing rights.

Results of Operations

Three Months Ended June 30 Six Months Ended June 30

Three Months Ended September 30 Nine Months Ended September 30

(Dollars in thousands) 2022 2021 % change 2022 2021 % change

8 unchanged sentences

$ 122,823 $ 122,561 .2 % $ 356,771 $ 415,859 (14.2 %)

For the quarter ended June 30, 2022, net income attributable to Commerce Bancshares, Inc.

(net income) amounted to $115.8 million, a decrease of $46.5 million, or 28.7%, compared to the second quarter of the previous year.

For the quarter ended September 30, 2022, net income attributable to Commerce Bancshares, Inc.

(net income) amounted to $122.8 million, an increase of $262 thousand, or .2%, compared to the third quarter of the previous year.

For the current quarter, the annualized return on average assets was 1.48%, the annualized return on average equity was 17.84%, and the efficiency ratio was 55.19%.

Diluted earnings per common share was $.96, a decrease of 27.3% compared to $1.32 per share in the second quarter of 2021, and decreased 1.0% compared to $.97 per share in the previous quarter.

Compared to the second quarter of last year, net interest income increased $24.4 million, or 11.7%, mainly due to an increase of $33.5 million in interest income on investment securities, partly offset by decreases in interest on loans and securities purchased under agreements to resell of $2.1 million and $6.0 million, respectively.

The provision for credit losses increased $52.8 million due to an increase in the estimate of the allowance for credit losses on loans and unfunded lending commitments and higher net loan charge-offs, coupled with the release of allowances associated with certain pandemic-related estimates in the prior quarter.

Non-interest income increased $284 thousand, or .2%, compared to the second quarter of 2021, mainly due to growth in deposit, bank card, and cash sweep fees, offset by lower loan fees and sales and a fair value adjustment on the Company's deferred compensation plan assets.

Diluted earnings per common share was $1.02, an increase of 3.0% compared to $0.99 per share in the third quarter of 2021, and increased 6.3% compared to $.96 per share in the previous quarter.

Compared to the third quarter of last year, net interest income increased $32.3 million, or 15.1%, mainly due to increases of $28.4 million in interest income on loans and $15.7 million in interest income on investment securities, partly offset by an increase in deposits and borrowings interest expense of $13.3 million.

The provision for credit losses increased $22.7 million due to an increase in the estimate of the allowance for credit losses on loans and unfunded lending commitments and higher net loan charge-offs, coupled with the release of allowances associated with certain pandemic-related estimates in the third quarter of 2021.

Non-interest income increased $1.0 million, or .7%, compared to the third quarter of 2021, mainly due to increases in net bank card fees and cash sweep commissions, partly offset by lower loan fees and sales and trust fees.

Net gains on investment securities totaled $3.4 million in the current quarter compared to net gains of $13.1 million in the same quarter of last year.

Net securities gains in the current quarter primarily resulted from net fair value gains of $15.6 million in the Company's private equity investment portfolio, mostly offset by losses of $9.6 million on sales of available for sale securities and a $4.3 million loss on the sale of an investment in the Company's private equity portfolio.

Non-interest expense increased $15.4 million, or 7.8%, over the second quarter of 2021 mainly due to higher salaries, data processing and software, and travel and entertainment expense.

Net income for the first six months of 2022 was $233.9 million, a decrease of $59.4 million, or 20.2%, from the same period last year.

Net securities gains in the current quarter primarily resulted from net fair value gains of $14.1 million in the Company's private equity investment portfolio, partly offset by a loss of $10.7 million on the sale of an available for sale security.

Non-interest expense increased $1.3 million, or .6%, over the third quarter of 2021 mainly due to higher salaries expense, data processing and software expense and travel and entertainment expense, partly offset by $8.2 million in litigation settlement costs recorded in 2021.

Net income for the first nine months of 2022 was $356.8 million, a decrease of $59.1 million, or 14.2%, from the same period last year.

Diluted earnings per common share was $2.95, a decrease of 12.5% compared to $3.37 per share in the same period last year.

For the first six months of 2022, the annualized return on average assets was 1.35%, the annualized return on average equity was 15.28%, and the efficiency ratio was 58.72%.

For the first nine months of 2022, the annualized return on average assets was 1.39%, the annualized return on average equity was 16.08%, and the efficiency ratio was 57.48%.

Net interest income increased $59.8 million, or 9.5%, over the same period last year.

This growth was largely due to an increase of $55.0 million in interest income on investment securities, partly offset by decreases in interest on loans and securities purchased under agreements to resell of $16.6 million and $11.9 million, respectively.

The provision for credit losses was a recovery of $2.7 million for the first six months of 2022, compared to a recovery of $51.9 million in the same period last year, resulting in an increase in provision expense of $49.2 million.

Non-interest income decreased $4.0 million, or 1.5%, from the first six months of last year mainly due to lower loan fees and sales and other non-interest income, partly offset by higher trust fees and net bank card fees.

Non-interest expense increased $28.5 million, or 7.3%, over the first six months of last year mainly due to increases in salaries and benefits expense and data processing and software expense.

This growth was due to increases of $70.7 million in interest income on investment securities, $11.8 million in interest income on loans and $7.0 million in interest earned on balances with the Federal Reserve, partly offset by a decrease in interest income on securities purchased under agreements to resell of $14.9 million and an increase in deposits and borrowings interest expense of $15.0 million.

The provision for credit losses was expense of $12.6 million for the first nine months of 2022, compared to a recovery of $59.3 million in the same period last year, resulting in an increase in provision expense of $71.9 million.

Non-interest income decreased $3.0 million, or .7%, from the first nine months of last year mainly due to lower loan fees and sales, partly offset by higher net bank card fees.

Non-interest expense increased $29.7 million, or 4.9%, over the first nine months of last year mainly due to increases in salaries and benefits expense and data processing and software expense.

Net Interest Income

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Analysis of Changes in Net Interest Income

Three Months Ended June 30, 2022 vs.

2021 Six Months Ended June 30, 2022 vs.

Three Months Ended September 30, 2022 vs.

2021 Nine Months Ended September 30, 2022 vs.

Change due to Change due to

37 unchanged sentences

Net interest income, tax equivalent basis $ 8,532 $ 23,347 $ 31,879 $ 32,300 $ 26,148 $ 58,448

Net interest income in the second quarter of 2022 was $232.4 million, an increase of $24.4 million over the second quarter of 2021.

On a tax equivalent (T/E) basis, net interest income totaled $235.0 million in the second quarter of 2022, up $24.0 million over the same period last year and up $23.6 million over the previous quarter.

Net interest income in the third quarter of 2022 was $246.4 million, an increase of $32.3 million over the third quarter of 2021.

On a fully taxable-equivalent (FTE) basis, net interest income totaled $248.7 million in the third quarter of 2022, up $31.9 million over the same period last year and up $13.7 million over the previous quarter.

The increase in net interest income

compared to the second quarter of 2021 was mainly due to higher interest income earned on on investment securities (T/E) of $33.3 million, partly offset by lower interest earned on loans (T/E) of $2.2 million and securities purchased under agreements to resell of $6.0 million and higher interest expense on securities sold under agreements to repurchase of $2.4 million.

The increase in interest earned on investment securities (T/E) was due to higher average balances and rates, an increase of $3.4 million in inflation income on the Company's U.S.

Treasury inflation-protected securities (TIPS), the receipt of $6.5 million in non-accrual interest on the sale of a private equity investment during the current quarter and a $5.0 million adjustment to premium amortization on mortgage-backed securities.

The decrease in total interest earned on loans (T/E) was the result of a decline in average balances, partly offset by higher rates earned, while the decrease in securities purchased under agreements to resell declined due to lower average rates, partly offset by higher average balances.

Interest expense on securities sold under agreements to repurchase increased due to higher average rates.

The Company's net yield on earning assets (T/E) was 2.79% in the current quarter compared to 2.60% in the second quarter of 2021.

Total interest income (T/E) increased $26.7 million over the second quarter of 2021.

Interest income on loans (T/E) was $143.5 million during the second quarter of 2022, a decrease of $2.2 million, or 1.5%, from the same quarter last year.

The decrease in interest income from the same quarter last year was primarily due to a decline of $504.9 million, or 3.2%, in average loan balances, partly offset by an increase of seven basis points in the average rate earned.

Most of the decrease in interest income occurred in the business, consumer credit card and consumer loan categories.

These decreases were partly offset by increases in interest income in the business real estate and construction and land loan categories.

Business loan interest income decreased $6.4 million due to a decline of $826.4 million in average balances.

The decline in business loan average balances was mainly due to a decrease of $1.2 billion in Paycheck Protection Program (PPP) loans, while interest earned on PPP loans declined $11.2 million from the same quarter last year.

Consumer credit card loan interest decreased $931 thousand mainly due to a decline of $38.0 million in average balances, slightly offset by a ten basis point increase in the average rate earned.

Consumer loan interest declined $481 thousand due to a decrease of 22 basis points in the average rate earned, partly offset by a $65.9 million, or 3.3%, increase in average balances.

Personal real estate loan interest income fell $120 thousand due to a four basis point decrease in the average rate earned, partly offset by higher average balances of $21.2 million.

These decreases to interest income (T/E) were partly offset by an increase of $2.8 million in interest earned on construction and land loans, due to an increase of 53 basis points in the average rate earned and growth of $136.8 million, or 12.6%, in average loan balances.

In addition, interest earned on business real estate loans increased $3.0 million due to a 21 basis point increase in the average rate earned and higher average balances of $148.6 million, or 4.9%.

Interest income on investment securities (T/E) was $90.4 million during the second quarter of 2022, which was an increase of $33.3 million over the same quarter last year.

The increase in interest income occurred mainly in interest earned on mortgage-backed securities, which increased $17.1 million, partly due to a $5.0 million increase in premium amortization, reflecting slower forward prepayment speed estimates in the current quarter, compared to a premium amortization adjustment decrease of $1.9 million in the prior year.

In addition, the average rate earned on mortgage-backed securities increased 88 basis points and the average balance increased $472.8 million, or 7.1%.

compared to the third quarter of 2021 was mainly due to higher interest income earned on loans (FTE) of $28.5 million and investment securities (FTE) of $15.6 million, partly offset by higher interest expense on deposits and borrowings of $13.8 million.

The increase in total interest earned on loans (FTE) was the result of higher loan yields on all loan products, especially commercial loans, many of which have variable rates, coupled with higher average balances.

The increase in interest on investment securities (FTE) was the result of higher average rates earned and average balances, while the increase in interest expense was due to higher rates paid on deposits and borrowings.

The Company's net yield on earning assets (FTE) was 3.01% in the current quarter compared to 2.58% in the third quarter of 2021.

Total interest income (FTE) increased $45.7 million over the third quarter of 2021.

Interest income on loans (FTE) was $172.4 million during the third quarter of 2022, an increase of $28.5 million, or 19.8%, over the same quarter last year.

The increase in interest income over the same quarter last year was primarily due to an increase of 63 basis points in the average rate earned and growth of $386.9 million, or 2.5%, in average loan balances.

Most of the increase in interest income occurred in the business, business real estate, construction and consumer loan categories.

The largest increase to interest income occurred in business real estate loan interest, which grew $10.1 million due to a 94 basis point increase in the average rate earned, coupled with growth in average balances of $275.3 million, or 9.2%.

Business loan interest income increased $5.8 million due to an increase of 51 basis points in the average rate earned, partly offset by a decline of $119.8 million in average balances.

Construction and land loan interest grew $6.8 million due to a 176 basis point increase in the average rate earned and growth of $120.2 million, or 10.3%, in average loan balances.

Consumer loan interest increased $3.0 million due to an increase of 46 basis points in the average rate earned and growth in average balances of $60.4 million, or 3.0%.

Interest income on investment securities (FTE) was $81.3 million during the third quarter of 2022, which was an increase of $15.6 million over the same quarter last year.

The increase in interest income occurred mainly in interest earned on asset-backed securities, which rose $7.6 million due to an increase of 54 basis points in the average rate earned, coupled with higher average balances of $842.9 million, or 27.8%.

Interest income earned on mortgage-backed securities increased $5.9 million due to an increase in the average rate earned of 40 basis points, partly offset by a decline of $267.5 million, or 3.8%, in the average balance.

In addition, a $1.5 million increase in premium amortization, reflecting slower forward prepayment speed estimates was recorded in the current quarter, compared to a premium amortization adjustment increase of $5.0 million in the prior year.

Interest on U.S.

government and federal agency obligations grew $3.9 million mainly due to higher average loan balances of $399.5 million, or 55.5%, and an increase in inflation income on the Company's TIPS, while an overall decrease of 59 basis points in the average rate earned partially offset these increases in income.

Interest income related to TIPS, which is tied to the Consumer Price Index, increased $3.4 million over the same quarter last year.

Interest on asset-backed securities rose $5.4 million due to higher average balances of $1.4 billion, or 52.2%, coupled with an increase of ten basis points in the average rate earned.

Interest earned on other securities increased $6.2 million mainly due to the receipt of non-accrual interest of $6.5 million, mentioned above.

The average balance of the total investment portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $15.4 billion in the second quarter of 2022, compared to $12.9 billion in the second quarter of 2021.

Interest income on securities purchased under agreements to resell decreased $6.0 million from the same quarter last year, due to a decrease of 343 basis points in the average rate earned, partly offset by growth of $766.2 million in the average balance.

government and federal agency obligations grew $2.1 million mainly due to higher average balances of $385.9 million, or 53.0%, and an increase in inflation income on the Company's U.S.

Treasury inflation-protected securities (TIPS), while a decrease of 123 basis points in the average rate earned partly offset these increases in income.

Interest income related to TIPS, which is tied to the non-seasonally adjusted Consumer Price Index (CPI-U), increased $1.8 million over the same quarter last year.

The average balance of the total investment portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $14.8 billion in the third quarter of 2022, compared to $13.8 billion in the third quarter of 2021.

Interest income on securities purchased under agreements to resell decreased $3.0 million from the same quarter last year, due to a decrease of 47 basis points in the average rate earned and a decline of $253.9 million in the average balance.

Interest income on balances at the Federal Reserve grew $4.6 million due to an increase of 210 basis points in the average rate earned, partly offset by a decrease of $1.6 billion in the average balance invested.

The average tax equivalent yield on total interest earning assets was 2.86% in the second quarter of 2022, up from 2.64% in the second quarter of 2021.

Total interest expense increased $2.7 million compared to the second quarter of 2021 due to a increases in interest expense of $121 thousand on interest bearing deposits and $2.6 million on borrowings.

The increase in deposit interest expense resulted mainly from an increase of $554 thousand in interest expense on interest checking and money market deposit accounts due to a one basis point increase in the average rate paid and higher average balances of $1.6 billion.

Partially offsetting the increase in income earned on interest checking and money market deposits was a lower average rate earned on savings deposits (partially offset by higher average balances), as well as lower average rates earned and lower average balances of certificates of deposit.

The average fully taxable-equivalent yield on total interest earning assets was 3.21% in the third quarter of 2022, up from 2.62% in the third quarter of 2021.

Total interest expense increased $13.8 million compared to the third quarter of 2021 due to increases in interest expense of $6.4 million on interest bearing deposits and $7.4 million on borrowings.

The increase in deposit interest expense resulted mainly from an increase of $5.8 million in interest expense on interest checking and money market deposit accounts due to a 15 basis point increase in the average rate paid and higher average balances of $1.1 billion.

Interest expense on borrowings was higher due to an increase of 129 basis points in the average rate paid on customer repurchase agreements.

The overall average rate incurred on all interest bearing liabilities was .12% and .07% in the second quarters of 2022 and 2021, respectively.

Net interest income (T/E) for the first six months of 2022 was $446.4 million compared to $419.8 million for the same period in 2021.

For the first six months of 2022, the net interest margin was 2.62% compared to 2.65% for the same period in 2021.

Total interest income (T/E) for the first six months of 2022 increased $28.4 million over the same period last year mainly due to higher interest income on investment securities (T/E), partly offset by lower interest earned on loans (T/E) and securities purchased under agreements to resell.

Loan interest income (T/E) declined $16.6 million, or 5.7%, due to an $805.7 million decrease in average loan balances and a three basis point decrease in the average rate earned.

Most of the decrease in loan interest occurred in the business loan category due to lower average balances and rates.

In addition, consumer credit card loan interest declined due to lower average balances, partly offset by higher rates earned, while consumer and personal real estate loan interest declined due to lower average rates earned, partly offset by higher average balances.

These decreases were partly offset by higher interest earned on business real estate and construction and land development loans due to higher average balances and rates earned.

The overall average rate incurred on all interest bearing liabilities was .34% and .06% in the third quarters of 2022 and 2021, respectively.

Net interest income (FTE) for the first nine months of 2022 was $695.1 million compared to $636.7 million for the same period in 2021.

For the first nine months of 2022, the net interest margin was 2.75% compared to 2.63% for the same period in 2021.

Total interest income (FTE) for the first nine months of 2022 increased $58.4 million over the same period last year mainly due to higher interest income on investment securities (FTE) and loans (FTE), partly offset by lower interest earned on securities purchased under agreements to resell and higher interest expense.

Loan interest income (FTE) grew $11.9 million, or 2.7%, due to a 20 basis point increase in the average rate earned, partly offset by a $403.8 million decrease in average loan balances.

Most of the increase in loan interest occurred in the business real estate and construction loan categories due to

higher average rates and balances.

In addition, consumer loan interest increased due to higher average balances, partly offset by lower rates earned.

These increases were partly offset by lower interest earned on business and credit card loans due to lower average balances, partly offset by higher rates earned.

Interest income on investment securities (T/E) increased $70.1 million due to a 37 basis point increase in the average rate earned and a $2.1 billion increase in average balances.

1 unchanged sentence

government and federal agency obligations increased $10.8 million, mainly due to higher TIPS interest income.

Interest earned on mortgage-backed securities increased $28.9 million due to higher average rates earned and growth in average balances, while interest on asset-backed securities increased $9.2 million due to higher average balances, partly offset by lower average rates earned.

Interest earned on mortgage-backed securities increased $34.8 million mainly due to higher average rates earned, while interest on asset-backed securities increased $16.8 million due to higher average balances and average rates earned.

Interest earned on other securities increased $7.9 million mainly due to the receipt of $6.5 million in non-accrual interest on the sale of a private equity investment in the second quarter of 2022.

Interest income on securities purchased under agreements to resell decreased $14.9 million due to lower rates earned, partly offset by higher average balances, while interest income on balances at the Federal Reserve increased $7.0 million due to higher average rates earned.

Total interest expense for the first six months of 2022 increased $1.8 million compared to the same period last year.

Total interest expense for the first nine months of 2022 increased $15.6 million compared to the same period last year.

Interest on deposits increased $5.2 million, mainly due to a four basis point increase in the overall rate.

Interest expense on interest checking and money market accounts increased $6.2 million due to a five basis point increase in the average rate and higher average balances.

Interest expense on borrowings increased $10.4 million, mainly due to higher rates paid on customer repurchase agreements.

This increase was partly offset by a decline of $1.2 million in interest expense on interest bearing deposits, mainly due to a two basis point decrease in the average rate paid.

The overall cost of total interest bearing liabilities increased to .17% compared to .07% in the same period last year.

1 unchanged sentence

Non-Interest Income

Three Months Ended June 30 Increase (Decrease) Six Months Ended June 30 Increase (Decrease)

Three Months Ended September 30 Increase (Decrease) Nine Months Ended September 30 Increase (Decrease)

(Dollars in thousands) 2022 2021 Amount % change 2022 2021 Amount % change

Bank card transaction fees $ 43,873 $ 42,608 $ 1,265 3.0 % $ 85,918 $ 80,303 $ 5,615 7.0 %

Trust fees $ 45,406 $ 48,950 (3,544) (7.2) % $ 140,009 $ 139,334 675 .5 %

Bank card transaction fees 45,638 42,815 2,823 6.6 131,556 123,118 8,438 6.9

Deposit account charges and other fees 24,521 25,161 (640) (2.5) 72,392 71,724 668 .9

Capital market fees 3,327 3,327 — — 7,452 8,308 (856) (10.3)

Consumer brokerage services 5,085 4,900 185 3.8 14,599 13,484 1,115 8.3

Capital market fees 3,393 3,794 (401) (10.6) 10,845 12,102 (1,257) (10.4)

Loan fees and sales 3,094 6,842 (3,748) (54.8) 10,575 24,472 (13,897) (56.8)

3 unchanged sentences

* Total revenue includes net interest income and non-interest income.

The table below is a summary of net bank card transaction fees for the three and six month periods ended June 30, 2022 and 2021.

Three Months Ended June 30 Six Months Ended June 30

The table below is a summary of net bank card transaction fees for the three and nine month periods ended September 30, 2022 and 2021.

Three Months Ended September 30 Nine Months Ended September 30

(Dollars in thousands) 2022 2021 $ change % change 2022 2021 $ change % change

4 unchanged sentences

Total bank card transaction fees $ 45,638 $ 42,815 $ 2,823 6.6 % $ 131,556 $ 123,118 $ 8,438 6.9 %

For the second quarter of 2022, total non-interest income amounted to $139.4 million compared to $139.1 million in the same quarter last year, which was an increase of $284 thousand, or .2%.

The increase was mainly due to higher bank card and deposit fees, offset by lower loan fees and sales.

Bank card transaction fees for the current quarter grew $1.3 million, or 3.0%, over the same period last year, mainly due to growth of $1.6 million in net corporate card fees, partly offset by lower net credit card fees of $393 thousand.

The growth in net corporate card fees was mainly due to higher interchange income, partly offset by higher rewards expense, while the decline in net credit card fees was due to higher rewards expense, partly offset by higher interchange income.

Trust fees for the quarter increased $535 thousand, or 1.2%, over the same quarter last year, resulting from higher private client fees, which were up 3.1%.

Compared to the second quarter of last year, deposit account fees increased $1.6 million, or 6.6%, mainly due to higher corporate cash management fees.

Consumer brokerage service fees increased $565 thousand, or 12.5%, due to growth in annuity, advisory, and mutual fund fees, while loan fees and sales decreased $4.2 million, or 56.4%, due to a decline in mortgage banking revenue.

Other non-interest income increased $543 thousand, or 4.9%, mainly due to $2.3 million higher cash sweep commissions, $450 thousand higher tax credit sales fees, and income of $2.2 million from a life insurance death benefit.

Partly offsetting these increases was a decrease of $3.7 million in fair value adjustments on the Company's deferred compensation plan assets, which are held in a trust, recorded as both an asset and a liability, and affect both other income and other expense.

Non-interest income for the first six months of 2022 was $271.2 million, compared to $275.2 million in the first six months of 2021, resulting in a decrease of $4.0 million, or 1.5%.

For the third quarter of 2022, total non-interest income amounted to $138.5 million compared to $137.5 million in the same quarter last year, which was an increase of $1.0 million, or .7%.

The increase was mainly due to higher bank card and other non-interest income, partly offset by lower trust fees and loan fees and sales.

Bank card transaction fees for the current quarter grew $2.8 million, or 6.6%, over the same period last year, mainly due to growth of $3.0 million in net corporate card fees.

The growth in net corporate card fees was mainly due to higher interchange income, partly offset by higher rewards expense.

Trust fees for the quarter decreased $3.5 million, or 7.2%, from the same quarter last year, resulting from lower private client fees and institutional trust fees.

Compared to the third quarter of last year, deposit account fees decreased $640 thousand, or 2.5%, mainly due to lower overdraft and return item fees.

In September 2022, the Company implemented enhancements to consumer checking accounts that eliminate return item fees and are expected to lower overdraft fees for our customers.

Consumer brokerage service fees increased $185 thousand, or 3.8%, due to growth in annuity and mutual fund fees, while loan fees and sales decreased $3.7 million, or 54.8%, due to a decline in mortgage banking revenue.

Other non-interest income increased $6.3 million, or 125.6%, mainly due to higher cash sweep commissions and tax credit sales fees of $3.4 million and $1.1 million, respectively.

Additionally, a $2.0 million loss on an equity method investment was recorded in the third quarter of 2021.

Non-interest income for the first nine months of 2022 was $409.7 million, compared to $412.7 million in the first nine months of 2021, resulting in a decrease of $3.0 million, or .7%.

Bank card fees increased $8.4 million, or 6.9%, mainly due to growth of $8.0 million in net corporate card fees.

Trust fees increased $4.2 million, or 4.7%, mainly due to continued growth in private client trust fees.

Deposit account fees increased $1.3 million, or 2.8%, mainly due to higher corporate cash management fees and overdraft and return item fees, partly offset by lower personal account deposit fees.

Capital market fees declined $856 thousand, or 10.3%, while consumer brokerage service fees increased $930 thousand, or 10.8%, due to higher advisory and annuity fees.

Trust fees increased $675 thousand, or .5%, mainly due to growth in private client trust fees, partly offset by lower institutional trust fees.

Deposit account fees increased $668 thousand, or .9%, mainly due to higher corporate cash management fees, partly offset by lower personal account deposit fees.

Capital market fees declined $1.3 million, or 10.4%, while consumer brokerage service fees increased $1.1 million, or 8.3%, due to higher annuity and mutual fund fees, partly offset by lower advisory fees.

Loan fees and sales decreased $13.9 million, or 56.8%, due to lower mortgage banking revenue.

Other income decreased $5.1 million, or 21.6%, due to a gain of $2.4 million on the sale of a branch location recorded last year coupled with a write-down of $965 thousand on a branch location recorded in the first quarter of 2022.

In addition, fair value adjustments on the Company's deferred compensation plan assets decreased $5.6 million from the same period last year.

Partly offsetting these decreases were $1.9 million higher cash sweep commissions and income of $2.2 million from a life insurance death benefit.

Other income increased $1.3 million, or 4.5%, mainly due to higher cash sweep commissions of $5.3 million and tax credit sales fees of $1.2 million, income of $2.2 million from a life insurance death benefit recorded in the second quarter of 2022, a $2.6 million loss on an equity method investment recorded in 2021 and a lease impairment of $1.1 million recorded in 2021.

These increases were partly offset by gains of $3.7 million recorded on branch sales last year coupled with a write-down of $965 thousand on a branch location recorded in the first quarter of 2022.

In addition, a decrease of $6.8 million in fair value adjustments was recorded on the Company's deferred compensation plan assets, which are held in a trust, recorded as both an asset and a liability, and affect both other income and other expense.

Investment Securities Gains (Losses), Net

Three Months Ended June 30 Six Months Ended June 30

Three Months Ended September 30 Nine Months Ended September 30

(In thousands) 2022 2021 2022 2021

4 unchanged sentences

Total investment securities gains, net $ 3,410 $ 13,108 $ 11,602 $ 39,765

Net gains on investment securities, which were recognized in earnings during the three months ended June 30, 2022 and 2021, are shown in the table above.

Net securities gains of $1.0 million were reported in the second quarter of 2022, compared to net gains of $16.8 million in the same period last year.

The net gains in the second quarter of 2022 were primarily comprised of $15.6 million of net gains in fair value on the Company’s private equity investments, partially offset by losses of $9.6 million and $4.3 million on sales of available for sale securities and a private equity investment, respectively.

The Company received $6.5 million in nonaccrual interest, recorded in net interest income, upon the sale of the private investment.

Net gains on investment securities, which were recognized in earnings during the three months ended September 30, 2022 and 2021, are shown in the table above.

Net securities gains of $3.4 million were reported in the third quarter of 2022, compared to net gains of $13.1 million in the same period last year.

The net gains in the third quarter of 2022 were primarily comprised of $14.1 million of net gains in fair value on the Company’s private equity investments, partially offset by a loss of $10.7 million on the sale of an available for sale security.

The net gains on investment securities for the same quarter last year were mainly comprised of $13.0 million of net gains in fair value on the Company’s private equity investments.

Net gains on investment securities of $8.2 million were recognized in earnings for the six months ended June 30, 2022, compared to net gains of $26.7 million for the same period in 2021.

Net gains in the first half of 2022 were mainly comprised of net gains in fair value of $23.1 million on private equity investments, due to fair value adjustments, offset by losses of $9.6 million on sales of available for sale securities, net losses of $4.3 million on sales of private equity investments, and net losses in fair value of $1.0 million on equity investments.

Net gains in the first half of 2021 were mainly comprised of a gain of $1.6 million on the sale of a private equity investment and $25.0 million of net gains in fair value on private equity investments.

The portion of private equity activity attributable to minority interests is reported as non-controlling interest in the consolidated statements of income and resulted in expense of $3.8 million during the first six months of 2022 and expense of $5.2 million during the first six months of 2021.

Net gains on investment securities of $11.6 million were recognized in earnings for the nine months ended September 30, 2022, compared to net gains of $39.8 million for the same period in 2021.

Net gains in the first nine months of 2022 were mainly comprised of net gains of $37.1 million on private equity investments, due to fair value adjustments, offset by losses of $20.3 million on sales of available for sale securities, net losses of $4.2 million on sales of private equity investments, and net losses in fair value of $1.0 million on equity investments.

Net gains in the first nine months of 2021 were mainly comprised of a gain of $1.6 million on the sale of a private equity investment and $38.0 million of net gains in fair value on private equity investments.

The portion of private equity activity attributable to minority interests is reported as non-controlling interest in the consolidated statements of income and resulted in expense of $6.6 million during the first nine months of 2022 and expense of $7.7 million during the first nine months of 2021.

Non-Interest Expense

Three Months Ended June 30 Increase (Decrease) Six Months Ended June 30 Increase (Decrease)

Three Months Ended September 30 Increase (Decrease) Nine Months Ended September 30 Increase (Decrease)

(Dollars in thousands) 2022 2021 Amount % change 2022 2021 Amount % change

Salaries and employee benefits $ 137,393 $ 132,824 $ 4,569 3.4 % $ 415,589 $ 392,608 $ 22,981 5.9 %

Data processing and software 28,050 25,598 2,452 9.6 82,701 76,015 6,686 8.8

Net occupancy 12,544 12,329 215 1.7 37,343 35,877 1,466 4.1

1 unchanged sentence

Supplies and communication 4,581 4,530 51 1.1 13,655 12,688 967 7.6

Data processing and software 27,635 24,954 2,681 10.7 54,651 50,417 $ 4,234 8.4

Marketing 6,228 5,623 605 10.8 18,408 16,461 1,947 11.8

1 unchanged sentence

Total non-interest expense $ 212,884 $ 211,620 $ 1,264 .6 % $ 632,037 $ 602,319 $ 29,718 4.9 %

Non-interest expense for the second quarter of 2022 amounted to $213.5 million, an increase of $15.4 million, or 7.8%, compared to expense of $198.1 million in the second quarter of last year.

The increase in expense over the same period last year was mainly due to higher salaries and benefits expense, data processing and software expense and occupancy expense.

Salaries expense increased $10.6 million, or 9.5%, due to growth in full-time salaries expense and an accrual of $5.4 million for special bonuses to be paid to non-incentivized full-time and part-time employees in the second half of 2022.

Employee benefits expense totaled $19.9 million, reflecting growth of $862 thousand, or 4.5%, mainly due to higher payroll taxes and 401(k) expense, partly offset by lower healthcare expense.

Full-time equivalent employees totaled 4,579 at June 30, 2022, compared to 4,590 at June 30, 2021.

Occupancy expense increased $976 thousand, or 8.5%, mainly due to increases in rent expense, outside services expense, depreciation expense, and building repairs and supplies.

Equipment expense increased $129 thousand, or 2.8%, while supplies and communication expense increased $328 thousand, or 8.1%, due to higher postage and courier expense and bank card reissuance fees.

Non-interest expense for the third quarter of 2022 amounted to $212.9 million, an increase of $1.3 million, or .6%, compared to expense of $211.6 million in the third quarter of last year.

The increase in expense over the same period last year was mainly due to higher salaries expense and data processing and software expense, partly offset by lower other non-interest expense.

Salaries and benefits expense increased $4.6 million, or 3.4%, due to higher full-time salaries expense of $5.6 million, or 6.4%, partly offset by lower incentive compensation expense of $2.5 million.

Full-time equivalent employees totaled 4,595 at September 30, 2022, compared to 4,582 at September 30, 2021.

Data processing and software expense increased $2.5 million, or 9.6%, due to higher software amortization, bank card processing fees and increased costs for service providers.

Other non-interest expense

decreased $383 thousand, or 2.3%, mainly due to a decline of $3.7 million in the deferred compensation adjustment previously mentioned, mostly offset by increases in travel and entertainment expense of $1.3 million, loan collection fees of $430 thousand, and legal and professional fees of $339 thousand.

Non-interest expense amounted to $419.2 million for the first six months of 2022, an increase of $28.5 million, or 7.3%, over the first six months of 2021.

Salaries and benefits expense increased $18.4 million, or 7.1%, mainly due to higher costs for salaries, payroll taxes, 401(k) expense, and the special bonus accrual mentioned above.

Occupancy expense increased $1.3 million, or 5.3%, mainly due to higher rent expense, outside services expense, and building repairs and supplies expense, while equipment expense increased $344 thousand, or 3.8%.

Marketing expense increased $1.3 million, or 12.4%, while supplies and communication expense increased $916 thousand, or 11.2%, mainly due to higher postage and courier expense and bank card reissuance fees.

Occupancy expense increased $215 thousand, or 1.7%, and equipment expense increased $596 thousand, or 13.4%, mainly due to higher equipment repair expense and depreciation expense.

Marketing expense increased $605 thousand, or 10.8%, while other non-interest expense decreased $7.2 million, or 27.5%.

This decrease was mainly due to $8.2 million in litigation settlement costs recorded in the third quarter of 2021, lower legal and professional fees of $1.1 million and higher deferred loan origination costs of $755 thousand.

These decreases to expense were partly offset by increases in travel and entertainment expense of $1.5 million and insurance expense of $619 thousand.

Non-interest expense amounted to $632.0 million for the first nine months of 2022, an increase of $29.7 million, or 4.9%, over the first nine months of 2021.

Salaries and benefits expense increased $23.0 million, or 5.9%, mainly due to higher costs for salaries, incentive compensation, payroll taxes and 401(k) expense.

Salaries expense included expense of $5.4 million for special bonuses paid to non-incentivized full-time and part-time employees in the second half of 2022.

Data processing and software expense increased $6.7 million, or 8.8%, due to higher costs for service providers, software amortization and bank card processing fees.

Other non-interest expense increased $2.0 million, or 6.7%, mainly due to an increase in travel and entertainment expense of $2.4 million, higher loan collection fees, professional and legal fees and insurance expense, in addition to lower deferred origination costs.

These increases to expense were partly offset by the previously mentioned fair value equity adjustments (decrease of $5.6 million) on the Company's deferred compensation plan assets.

Occupancy expense increased $1.5 million, or 4.1%, mainly due to higher rent and outside services expense.

Equipment expense increased $940 thousand, or 7.0%, mainly due to higher equipment repair and depreciation expense.

Supplies and communication expense increased $967 thousand, or 7.6%, mainly due to higher bank card reissuance fees and courier expense, while marketing expense increased $1.9 million, or 11.8%.

Other non-interest expense decreased $5.3 million, or 9.5%, mainly due to the litigation settlement mentioned above, coupled with a decline of $6.8 million in fair value equity adjustments on the Company's deferred compensation plan assets.

These decreases were partly offset by increases in travel and entertainment expense of $3.9 million and insurance expense of $1.2 million.

Provision and Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments

Three Months Ended Six Months Ended June 30

June 30, 2022 Mar.

31, 2022 June 30, 2021 2022 2021

Three Months Ended Nine Months Ended September 30

30, 2022 June 30, 2022 Sept.

30, 2021 2022 2021

ALLOWANCE FOR CREDIT LOSSES ON LOANS

20 unchanged sentences

ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 173,424 $ 162,946 $ 185,559 $ 173,424 $ 185,559

Three Months Ended Six Months Ended June 30

June 30, 2022 Mar.

31, 2022 June 30, 2021 2022 2021

Three Months Ended Nine Months Ended September 30

30, 2022 June 30, 2022 Sept.

30, 2021 2022 2021

Annualized net loan charge-offs (recoveries)*:

15 unchanged sentences

The Company's policies and processes for determining the allowance for credit losses on loans and the liability for unfunded lending commitments are discussed in Note 1 to the consolidated financial statements and in the " Allowance for Credit Losses" discussion within Critical Accounting Estimates and Related Policies in Item 7 of the 2021 Annual Report on Form 10-K.

Net loan charge-offs in the second quarter of 2022 amounted to $4.0 million, compared to $4.6 million in the prior quarter and $699 thousand in the second quarter of last year.

During the second quarter of 2022, the Company recorded net charge-offs on commercial loans of $18 thousand, compared to net charge-offs of $70 thousand in the prior quarter and net recoveries of $4.9 million in the second quarter of 2021.

Business loan net charge-offs decreased $58 thousand in the second quarter of 2022, compared to the prior quarte r, but increased $4.9 million compared to the same quarter in the prior year due to two large recoveries in 2021.

Comp ared to the same period last year, net loan charge-offs in the second quarter of 2022 increased $3.3 million.

This increase was primarily driven by the increase in net charge-offs on business loans created by the two non-recurring recoveries, but partially offset by a $2.2 million decrease in net charge-offs on consumer credit card loans.

For the three months ended June 30, 2022, annualized net charge-offs on average consumer credit card loans totaled 2.19%, compared to 2.53% in the previous quarter and 3.59% in the same period last year.

Net loan charge-offs in the third quarter of 2022 amounted to $4.8 million, compared to $4.0 million in the prior quarter and $3.7 million in the third quarter of last year.

During the third quarter of 2022, the Company recorded net charge-offs on commercial loans of $453 thousand, compared to net charge-offs of $18 thousand in the prior quarter and $60 thousand in the third quarter of 2021.

Business loan net charge-offs increased $442 thousand in the third quarter of 2022, compared to the prior quarte r.

Comp ared to the same period last year, total net loan charge-offs in the third quarter of 2022 increased $1.2 million.

This increase was driven by increases in net charge-offs on overdraft, business, and consumer loans.

For the three months ended September 30, 2022, annualized net charge-offs on average consumer credit card loans totaled 2.08%, compared to 2.19% in the previous quarter and 2.04% in the same period last year.

Consumer loan annualized net charge-offs in the current quarter amounted to .16%, compared to .12% in the prior quarter and .10% in the same period last year.

In the second quarter of 2022, total annualized net loan charge-offs were .10%, compared to .12% in the previous quarter and .02% in the same period last year.

For the six months ended June 30, 2022, net loan charge-offs amounted to $8.6 million, compared to $10.7 million during the same period in the prior year.

The decrease in net loan charge-offs in the six months ended June 30, 2022 was primarily driven by a $7.8 million decline in net charge-offs on consumer credit card loans, but partly offset by a $5.0 million increase in net charge-offs on business loans due to the non-recurring recoveries in 2021.

For the six months ended June 30, 2022, annualized net charge-offs on average consumer credit card loans totaled 2.36%, compared to 4.81% during the same period last year, while consumer loan annualized net charge-offs in the six months ended June 30, 2022 amounted to .14%, compared to .12% during the same period last year.

During the first half of 2022, total annualized net loan charge-offs were .11%, compared to .13% during the same period last year.

The provision for credit losses on loans was $7.3 million in the current quarter, which was an $18.0 million increase from the $10.7 million benefit recorded in the prior quarter and an increase of $34.7 million over the benefit recorded for the three months ended June 30, 2021.

The increase in the provision from the prior quarter was due to higher loan balances and economic uncertainties associated with the possibility of a future recession as inflation rises and supply chain issues continue, coupled with the release of allowances associated with certain pandemic estimates in the prior quarter.

The provision for credit losses on loans for the second quarter of the prior year reflected lower than projected net charge-offs and an improved forecast at that point in time.

For the six months ended June 30, 2022, the provision for credit losses on loans was a recovery of $3.4 million, compared to a recovery of $37.8 million during the same period in the prior year.

For the six months ended June 30, 2022, the allowance for credit losses on loans decreased $12.0 million, compared to the allowance for credit losses on loans as of December 31, 2021.

The decrease was primarily the net result of lower than projected net loan charge-offs during the first quarter of 2022 and the improved economic forecast as pandemic economic concerns lessened compared to December 31, 2021, slightly offset by an emerging uncertainty introduced in 2022 related to the geopolitical environment, high inflation, and supply constraints on the economy.

The allowance for credit losses on commercial loans decreased by $1.7 million, while the allowance for credit losses related to personal banking loans, including consumer credit card loans, decreased $13.8 million, mostly related to decreases in consumer credit card loans experienced in first quarter of 2022.

While the forecast reflects a continued economic recovery from the recession driven by the COVID-19 pandemic, the allowance considered the uncertainty of disruptions caused by higher inflation, the geopolitical environment, and ongoing supply constraints on the economy and on the consumer and commercial loan portfolios.

At June 30, 2022, the allowance for credit losses on loans amounted to $138.0 million, compared to $134.7 million at March 31, 2022.

This increase in the allowance for credit losses on loans compared to the prior quarter is due to the higher loan balances and the economic uncertainties associated with the possibility of a future recession as inflation rises and supply chain issues continue.

The allowance for credit losses on loans was $172.4 million at June 30, 2021, reflecting pandemic uncertainties and the economic forecast at that point in time, and was .88%, .87% and 1.10% of total loans at June 30, 2022, March 31, 2022 and June 30, 2021, respectively.

In the current quarter, the provision for credit losses on unfunded lending commitments was a benefit of $125 thousand, reflecting a $953 thousand decrease over the provision in the prior quarter and a $18.1 million increase compared to the second quarter of 2021.

For the six months ended June 30, 2022, the provision for credit losses on unfunded lending commitments was $703 thousand, compared to a benefit of $14.1 million during the same period in the prior year.

At June 30, 2022, the liability for unfunded lending commitments was $24.9 million, compared to $25.0 million at March 31, 2022 and $24.2 million at June 30, 2021.

In the third quarter of 2022, total annualized net loan charge-offs were .12%, compared to .10% in the previous quarter and .10% in the same period last year.

For the nine months ended September 30, 2022, net loan charge-offs amounted to $13.4 million, compared to $14.3 million during the same period in the prior year.

The decrease in net loan charge-offs in the nine months ended September 30, 2022 was primarily due to a $7.9 million decline in net charge-offs on consumer credit card loans, which was mostly offset by a $5.4 million increase in net charge-offs on business loans driven by two large non-recurring recoveries in 2021.

Net charge-offs on overdraft and consumer loans also increased $942 thousand and $631 thousand, respectively.

For the nine months ended September 30, 2022, annualized net charge-offs on average consumer credit card loans totaled 2.26%, compared to 3.91% during the same period last year, while consumer loan annualized net charge-offs in the nine months ended September 30, 2022 amounted to .15%, compared to .11% during the same period last year.

During first nine months of 2022, total annualized net loan charge-offs were .12%, unchanged from the same period last year.

The provision for credit losses on loans was $10.2 million in the current quarter, which was a $2.9 million increase over the $7.3 million provision recorded in the prior quarter and a $16.1 million increase over the $6.0 million benefit recorded for the nine months ended September 30, 2021.

The increase in the provision from the prior quarter was due to a slightly less optimistic forecast, which includes a mild recession in the first half of 2023.

The provision for credit losses on loans for the third quarter of the prior year reflected lower than projected net charge-offs and an improved forecast at that point in time, resulting in the release of reserves established for uncertainties related to the pandemic during that quarter.

For the nine months ended September 30, 2022, the provision for credit losses on loans was $6.8 million, compared to a recovery of $43.7 million during the same period in the prior year.

For the nine months ended September 30, 2022, the allowance for credit losses on loans decreased $6.7 million, compared to the allowance for credit losses on loans as of December 31, 2021.

The decrease was primarily the net result of reducing the allowance as pandemic economic concerns lessened compared to December 31, 2021, slightly offset by an emerging mild recession uncertainty related to the geopolitical environment, high inflation, and supply constraints on the economy.

The allowance for credit losses on commercial loans increased by $5.3 million, while the allowance for credit losses related to personal banking loans, including consumer credit card loans, decreased $12.0 million, mostly related to decreases in consumer credit card loans experienced in the first quarter of 2022.

At September 30, 2022, the allowance for credit losses on loans amounted to $143.4 million, compared to $138.0 million at June 30, 2022.

This increase in the allowance for credit losses on loans compared to the prior quarter is due to a less optimistic forecast with a mild recession in the first half of 2023.

The current period estimation for credit losses continues to consider the uncertainty in the economy as inflation rises and supply chain issues continue.

The allowance for credit losses on loans was $162.8 million at September 30, 2021, reflecting pandemic uncertainties and the economic forecast at that point in time, and was .90%, .88% and 1.07% of total loans at September 30, 2022, June 30, 2022 and September 30, 2021, respectively.

In the current quarter, the provision for credit losses on unfunded lending commitments was $5.1 million, compared to a benefit of $125 thousand in the prior quarter and a benefit of $1.4 million in the third quarter of 2021.

For the nine months ended September 30, 2022, the provision for credit losses on unfunded lending commitments was $5.8 million, compared to a benefit of $15.5 million during the same period in the prior year.

At September 30, 2022, the liability for unfunded lending

commitments was $30.0 million, compared to $24.9 million at June 30, 2022 and $22.8 million at September 30, 2021.

The Company's unfunded lending commitments primarily relate to construction loans, and the Company's estimate for credit losses in its unfunded lending commitments utilizes the same model and forecast as its estimate for credit losses on loans.

See Note 2 for further discussion of the model inputs utilized in the Company's estimate of credit losses.

The Company considers the allowance for credit losses on loans and the liability for unfunded commitments adequate to cover losses expected in the loan portfolio, including unfunded commitments, at June 30, 2022.

The allowance for credit losses on loans and the liability for unfunded lending commitments are estimates that require significant judgment including projections of the macro-economic environment.

9 unchanged sentences

(Dollars in thousands)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Non-accrual loans $ 7,184 $ 9,157

4 unchanged sentences

Total loans past due 90 days and still accruing interest $ 12,538 $ 11,726

Non-accrual loans totaled $7.9 million at June 30, 2022, a decrease of $1.2 million from the balance at December 31, 2021.

The decrease occurred mainly in business loans which decreased $998 thousand.

At June 30, 2022, non-accrual loans were comprised of business (79.8%), personal real estate (18.1%), and business real estate (2.1%) loans.

Foreclosed real estate totaled $296 thousand at June 30, 2022, an increase of $181 thousand when compared to December 31, 2021.

Total loans past due 90 days or more and still accruing interest were $11.9 million as of June 30, 2022, an increase of $183 thousand from December 31, 2021.

Non-accrual loans totaled $7.2 million at September 30, 2022, a decrease of $2.0 million from the balance at December 31, 2021.

The decrease occurred mainly in business loans which decreased $1.7 million.

At September 30, 2022, non-accrual loans were comprised of business (78.6%), personal real estate (19.3%), and business real estate (2.1%) loans.

Foreclosed real estate totaled $354 thousand at September 30, 2022, an increase of $239 thousand when compared to December 31, 2021.

Total loans past due 90 days or more and still accruing interest were $12.5 million as of September 30, 2022, an increase of $812 thousand from December 31, 2021.

Balances by class for non-accrual loans and loans past due 90 days and still accruing interest are shown in the "Delinquent and non-accrual loans" section in Note 2 to the consolidated financial statements.

3 unchanged sentences

Although these loans are generally identified as potential problem loans, they may never become non-performing.

Such loans totaled $319.2 million at June 30, 2022 compared with $278.7 million at December 31, 2021, resulting in an increase of $40.5 million, or 14.5%.

Such loans totaled $292.5 million at September 30, 2022 compared with $278.7 million at December 31, 2021, resulting in an increase of $13.8 million, or 4.9%.

(In thousands)

June 30, 2022 December 31, 2021

September 30, 2022 December 31, 2021

Potential problem loans:

4 unchanged sentences

Total potential problem loans $ 292,454 $ 278,694

At June 30, 2022, the Company had $142.4 million of loans whose terms have been modified or restructured under a troubled debt restructuring.

At September 30, 2022, the Company had $155.6 million of loans whose terms have been modified or restructured under a troubled debt restructuring.

These loans have been extended to borrowers who are experiencing financial difficulty and who have been granted a concession, as defined by accounting guidance, and are further discussed in the "Troubled debt restructurings" section in Note 2 to the consolidated financial statements.

7 unchanged sentences

Real Estate – Construction and Land Loans

The Company's portfolio of construction and land loans, as shown in the table below, amounted to 8.1% of total loans outstanding at June 30, 2022.

The largest component of construction and land loans was commercial construction, which increased $114.7 million during the six months ended June 30, 2022.

At June 30, 2022, multi-family residential construction loans totaled approximately $238.3 million, or 23.0%, of the commercial construction loan portfolio, compared to $155.9 million, or 16.9%, at December 31, 2021.

(Dollars in thousands) June 30,

The Company's portfolio of construction and land loans, as shown in the table below, amounted to 7.6% of total loans outstanding at September 30, 2022.

The largest component of construction and land loans was commercial construction, which increased $55.1 million during the nine months ended September 30, 2022.

At September 30, 2022, multi-family residential construction loans totaled approximately $247.4 million, or 25.3%, of the commercial construction loan portfolio, compared to $155.9 million, or 16.9%, at December 31, 2021.

(Dollars in thousands) September 30,

December 31, 2021

5 unchanged sentences

Real Estate – Business Loans

Total business real estate loans were $3.2 billion at June 30, 2022 and comprised 20.5% of the Company's total loan portfolio.

Total business real estate loans were $3.3 billion at September 30, 2022 and comprised 21.0% of the Company's total loan portfolio.

These loans include properties such as manufacturing and warehouse buildings, small office and medical buildings, churches, hotels and motels, shopping centers, and other commercial properties.

At June 30, 2022, 37.4% of business real estate loans were for owner-occupied real estate properties, which have historically resulted in lower net charge-off rates than non-owner-occupied commercial real estate loans.

(Dollars in thousands) June 30,

At September 30, 2022, 35.7% of business real estate loans were for owner-occupied real estate properties, which have historically resulted in lower net charge-off rates than non-owner-occupied commercial real estate loans.

(Dollars in thousands) September 30,

December 31, 2021

3 unchanged sentences

Multi-family 313,740 9.4 2.0 354,282 11.6 2.3

Industrial 313,230 9.4 2.0 99,800 3.3 .7

Hotels 218,319 6.6 1.4 234,673 7.7 1.5

1 unchanged sentence

Senior living 147,455 4.4 .9 174,871 5.7 1.2

Industrial 142,074 4.4 .9 99,800 3.3 .7

Other 109,045 3.2 .6 107,987 3.5 .8

1 unchanged sentence

Revolving Home Equity Loans

The Company had $271.9 million in revolving home equity loans at June 30, 2022 that were generally collateralized by residential real estate.

The Company had $286.0 million in revolving home equity loans at September 30, 2022 that were generally collateralized by residential real estate.

Most of these loans (91.7%) are written with terms requiring interest-only monthly payments.

1 unchanged sentence

LTV up to 80%, 80% to 90%, and 90% to 100%.

As of June 30, 2022, the outstanding principal of loans with an original LTV higher than 80% was $29.4 million, or 10.8% of the portfolio, compared to $30.9 million as of December 31, 2021.

Total revolving home equity loan balances over 30 days past due were $1.3 million at June 30, 2022 and $1.6 million at December 31, 2021, and there were no revolving home equity loans on non-accrual status at June 30, 2022 or December 31, 2021.

As of September 30, 2022, the outstanding principal of loans with an original LTV higher than 80% was $30.1 million, or 10.5% of the portfolio, compared to $30.9 million as of December 31, 2021.

Total revolving home equity loan balances over 30 days past due were $1.4 million at September 30, 2022 and $1.6 million at December 31, 2021, and there were no revolving home equity loans on non-accrual status at September 30, 2022 or December 31, 2021.

The weighted average FICO score for the total current portfolio balance is 788.

6 unchanged sentences

Within the consumer loan portfolio are several direct and indirect product lines, which include loans for the purchase of automobiles, motorcycles, marine and RVs.

Auto loans comprised 38.0% of the consumer loan portfolio at June 30, 2022, and outstanding balances for auto loans were $794.9 million and $855.4 million at June 30, 2022 and December 31, 2021,

Auto loans comprised 38.1% of the consumer loan portfolio at September 30, 2022, and outstanding balances for auto loans were $805.6 million and $855.4 million at September 30, 2022 and December 31,

2021, respectively.

The balances over 30 days past due amounted to $7.6 million at June 30, 2022 and $9.0 million at December 31, 2021, respectively and comprised 1.0% of the outstanding balances of these loans at June 30, 2022 and 1.1% at December 31, 2021, respectively.

For the six months ended June 30, 2022, $153.5 million of new auto loans were originated, compared to $228.5 million during the first six months of 2021.

At June 30, 2022, the automobile loan portfolio had a weighted average FICO score of 756, and net charge-offs on auto loans were .2% of average auto loans.

The Company's consumer loan portfolio also includes fixed rate home equity loans, typically for home repair or remodeling, and these loans comprised 11% of the consumer loan portfolio at June 30, 2022.

Losses on these loans have historically been low, and the Company saw net recoveries of $35 thousand for the first six months of 2022.

Private banking loans comprised 34% of the consumer loan portfolio at June 30, 2022.

The Company's private banking loans are generally well-collateralized, and at June 30, 2022 were secured primarily by assets held by the Company's trust department.

The balances over 30 days past due amounted to $7.4 million at September 30, 2022 and $9.0 million at December 31, 2021, respectively and comprised 0.9% of the outstanding balances of these loans at September 30, 2022 and 1.1% at December 31, 2021, respectively.

For the nine months ended September 30, 2022, $257.5 million of new auto loans were originated, compared to $324.5 million during the first nine months of 2021.

At September 30, 2022, the automobile loan portfolio had a weighted average FICO score of 756, and net charge-offs on auto loans were .2% of average auto loans.

The Company's consumer loan portfolio also includes fixed rate home equity loans, typically for home repair or remodeling, and these loans comprised 10.9% of the consumer loan portfolio at September 30, 2022.

Losses on these loans have historically been low, and the Company saw net recoveries of $29 thousand for the first nine months of 2022.

Private banking loans comprised 33.5% of the consumer loan portfolio at September 30, 2022.

The Company's private banking loans are generally well-collateralized, and at September 30, 2022 were secured primarily by assets held by the Company's trust department.

The remaining portion of the Company's consumer loan portfolio is comprised of health services financing, motorcycles, marine and RV loans.

Net charge-offs on private banking, health services financing, motorcycle and marine and RV loans totaled $779 thousand in the first six months of 2022 and were .2% of the average balances of these loans at June 30, 2022.

Net charge-offs on private banking, health services financing, motorcycle and marine and RV loans totaled $1.1 million in the first nine months of 2022 and were 0.1% of the average balances of these loans at September 30, 2022.

Consumer Credit Card Loans

The Company offers low promotional rates on selected consumer credit card products.

Out of a portfolio at June 30, 2022 of $558.1 million in consumer credit card loans outstanding, approximately $90.4 million, or 16.2%, carried a low promotional rate.

Out of a portfolio at September 30, 2022 of $563.3 million in consumer credit card loans outstanding, approximately $95.7 million, or 17.0%, carried a low promotional rate.

Within the next six months, $32.2 million of these loans are scheduled to convert to the ongoing higher contractual rate.

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Oil and Gas Energy Lending

The Company's energy lending portfolio is comprised of lending to the petroleum and natural gas sectors and totaled $289.1 million, or 1.8% of total loans at June 30, 2022, an increase of $28.5 million from year end 2021, as shown in the table below.

The Company's energy lending portfolio is comprised of lending to the petroleum and natural gas sectors and totaled $279.6 million, or 1.8% of total loans at September 30, 2022, an increase of $18.9 million from year end 2021, as shown in the table below.

(In thousands)

June 30, 2022 December 31, 2021 Unfunded commitments at June 30, 2022

September 30, 2022 December 31, 2021 Unfunded commitments at September 30, 2022

Extraction $ 215,919 $ 184,840 $ 136,194

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The Company typically participates in these loans when business operations are maintained in the local communities or regional markets and opportunities to provide other banking services are present.

The balance of SNC loans totaled $1.2 billion at June 30, 2022 and December 31, 2021.

Additional unfunded commitments at June 30, 2022 totaled $1.8 billion.

Income tax expense was $32.0 million in the second quarter of 2022, compared to $31.9 million in the first quarter of 2022 and $45.2 million in the second quarter of 2021.

The Company's effective tax rate, including the effect of non-controlling interest, was 21.7% in the second quarter of 2022, compared to 21.3% in the first quarter of 2022 and 21.8% in the second quarter of 2021.

For the six months ended June 30, 2022, income tax expense was $63.9 million, compared to $77.3 million for the same period during the previous year, resulting in effective tax rates of 21.5% and 20.9%, respectively.

The balance of SNC loans totaled $1.3 billion at September 30, 2022, compared to $1.2 billion at December 31, 2021.

Additional unfunded commitments at September 30, 2022 totaled $1.7 billion.

Income tax expense was $33.9 million in the third quarter of 2022, compared to $32.0 million in the second quarter of 2022 and $34.7 million in the third quarter of 2021.

The Company's effective tax rate, including the effect of non-controlling interest, was 21.7% in the third quarter of 2022, compared to 21.7% in the second quarter of 2022 and 22.1% in the third quarter of 2021.

For the nine months ended September 30, 2022, income tax expense was $97.9 million, compared to $111.9 million for the same period during the previous year, resulting in effective tax rates of 21.5% and 21.2%, respectively.

Financial Condition

Balance Sheet

Total assets of the Company were $33.4 billion at June 30, 2022 and $36.7 billion at December 31, 2021.

Earning assets (excluding the allowance for credit losses on loans and fair value adjustments on debt securities) amounted to $32.9 billion at June 30, 2022 and $35.5 billion at December 31, 2021, and consisted of 48% in loans and 46% in investment securities at June 30, 2022.

At June 30, 2022, total loans increased $510.3 million, or 3.4%, compared to balances at December 31, 2021.

The increase was mainly due to growth in business real estate, construction and business loans of $156.7 million, $148.0 million and $138.1 million, respectively.

The growth in business loans was mainly the result of increased commercial and industrial and commercial card lending, partly offset by declines in tax free and lease loans.

Total assets of the Company were $32.6 billion at September 30, 2022 and $36.7 billion at December 31, 2021.

Earning assets (excluding the allowance for credit losses on loans and fair value adjustments on debt securities) amounted to $32.3 billion at September 30, 2022 and $35.5 billion at December 31, 2021, and consisted of 49% in loans and 45% in investment securities at September 30, 2022.

At September 30, 2022, total loans increased $722.6 million, or 4.8%, compared to balances at December 31, 2021.

The increase was mainly due to growth in business real estate, business, and construction loans of $272.8 million, $225.4 million, and $88.7 million, respectively.

The growth in business loans was mainly the result of increased commercial and industrial, lease and commercial card lending, partly offset by a decline in tax free loans.

Personal real estate loans increased $57.1 million.

Consumer loans, which includes automobile, marine and RV, fixed rate home equity and other consumer loans, increased $57.4 million, as declines in auto loans were offset by growth in other consumer loans.

These increases were partly offset by a decline in consumer credit card loans of $17.3 million.

Available for sale debt securities, excluding fair value adjustments, increased $364.2 million at June 30, 2022 compared to December 31, 2021.

Consumer loans, which includes automobile, marine and RV, fixed rate home equity and other consumer loans, increased $84.1 million, as growth in other consumer loans was partly offset by a decline in auto loans.

These increases in loan balances were partly offset by a decline in consumer credit card loans of $12.1 million.

Available for sale debt securities, excluding fair value adjustments, decreased $242.8 million at September 30, 2022 compared to December 31, 2021.

Purchases of securities during this period totaled $1.9 billion, offset by sales, maturities and pay downs of $2.2 billion.

The largest increases in outstanding balances occurred in asset-backed securities, non-agency mortgage-backed securities, and U.S.

government and federal agency obligations, which increased $413.4 million, $97.9 million, and $90.1 million, respectively.

These increases were partially offset by a decrease in agency mortgage-backed securities of $233.8 million at June 30, 2022 compared to December 31, 2021.

At June 30, 2022, the duration of the investment portfolio was 3.8 years, and maturities and pay downs of approximately $2.2 billion are expected to occur during the next 12 months.

Total deposits at June 30, 2022 amounted to $28.2 billion, a decrease of $1.6 billion compared to December 31, 2021.

The largest declines in outstanding balances occurred in agency mortgage-backed securities, state and municipal obligations, and other debt securities, which decreased $467.5 million, $51.2 million, and $54.3 million, respectively.

These decreases were partially offset by increases in asset-backed securities and non-agency mortgage-backed securities, which increased $209.8 million and $66.0 million, respectively, at September 30, 2022 compared to December 31, 2021.

At September 30, 2022, the duration of the investment portfolio was 3.9 years, and maturities and pay downs of approximately $2.4 billion are expected to occur during the next 12 months.

Total deposits at September 30, 2022 amounted to $27.5 billion, a decrease of $2.3 billion compared to December 31, 2021.

The decline in deposits largely resulted from a decrease in demand deposits, mainly in business demand deposits (decrease of $1.7 billion).

Additionally, certificates of deposit decreased $437.0 million, interest checking deposits decreased $412.2 million, and money market deposits decreased $200.0 million, at June 30, 2022 compared to balances at December 31, 2021.

The Company's borrowings totaled $2.2 billion at June 30, 2022, a decrease of $795.2 million from balances at December 31, 2021, mainly due to a decline in customer repurchase agreements.

Additionally, certificates of deposit decreased $454.4 million and money market deposits decreased $650.3 million.

These decreases were partly offset by growth in government demand deposits of $325.4 million and interest checking deposits of $58.4 million at September 30, 2022 compared to balances at December 31, 2021.

The Company's borrowings totaled $2.3 billion at September 30, 2022, a decrease of $719.1 million from balances at December 31, 2021, mainly due to a decline in customer repurchase agreements, partly offset by an increase in federal funds purchased.

Liquidity and Capital Resources

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(In thousands)

June 30, 2022 June 30, 2021 December 31, 2021

September 30, 2022 September 30, 2021 December 31, 2021

Liquid assets:

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Total $ 14,564,473 $ 17,804,201 $ 20,049,044

Federal funds sold, which are funds lent to the Company's correspondent bank customers with overnight maturities, totaled $26.0 million as of June 30, 2022.

Resale agreements, maturing through 2025, totaled $1.5 billion at June 30, 2022.

Federal funds sold, which are funds lent to the Company's correspondent bank customers with overnight maturities, totaled $14.0 million as of September 30, 2022.

Resale agreements, maturing through 2025, totaled $1.3 billion at September 30, 2022.

Under these agreements, the Company lends funds to upstream financial institutions and holds marketable securities, safe-kept by a third-party custodian, as collateral.

This collateral totaled $1.5 billion in fair value at June 30, 2022.

Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $685.0 million at June 30, 2022.

The fair value of the available for sale debt portfolio was $13.7 billion at June 30, 2022 and included an unrealized net loss of $1.1 billion.

This collateral totaled $1.3 billion in fair value at September 30, 2022.

Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $642.9 million at September 30, 2022.

The fair value of the available for sale debt portfolio was $12.6 billion at September 30, 2022 and included an unrealized net loss of $1.5 billion.

Approximately $2.4 billion of the available for sale debt portfolio is expected to mature or pay down during the next 12 months, and these funds offer substantial resources to meet new loan demand or help offset potential reductions in the Company's deposit funding base.

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(In thousands)

June 30, 2022 June 30, 2021 December 31, 2021

September 30, 2022 September 30, 2021 December 31, 2021

Investment securities pledged for the purpose of securing:

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Liquidity is also available from the Company's large base of core customer deposits, defined as non-interest bearing, interest checking, savings, and money market deposit accounts.

At June 30, 2022, such deposits totaled $27.2 billion and represented 96.4% of total deposits.

At September 30, 2022, such deposits totaled $26.5 billion and represented 96.4% of total deposits.

These core deposits are normally less volatile, as they are often with customer relationships tied to other products offered by the Company, promoting long lasting relationships and stable funding sources.

Certificates of deposit of $100,000 and over totaled $601.5 million at June 30, 2022.

These accounts are normally considered more volatile with higher cost and comprised 2.1% of total deposits at June 30, 2022.

Certificates of deposit of $100,000 and over totaled $597.1 million at September 30, 2022.

These accounts are normally considered more volatile with higher cost and comprised 2.2% of total deposits at September 30, 2022.

(In thousands)

June 30, 2022 June 30, 2021 December 31, 2021

September 30, 2022 September 30, 2021 December 31, 2021

Core deposit base:

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(In thousands)

June 30, 2022 June 30, 2021 December 31, 2021

September 30, 2022 September 30, 2021 December 31, 2021

Federal funds purchased $ 311,200 $ 11,345 $ 43,385

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Repurchase agreements are borrowings by the Company from its customers in the form of securities sold under agreements to repurchase.

These repurchase agreements, which generally mature overnight, are comprised of non-insured customer funds totaling $2.2 billion at June 30, 2022 and are collateralized by securities in the Company's investment portfolio.

At June 30, 2022, the value of the collateral pledged for the benefit of customers was $2.3 billion.

These repurchase agreements, which generally mature overnight, are comprised of non-insured customer funds totaling $2.0 billion at September 30, 2022 and are collateralized by securities in the Company's investment portfolio.

At September 30, 2022, the value of the collateral pledged for the benefit of customers was $2.0 billion.

The Company also borrows on a secured basis through advances from the FHLB.

The advances are generally short-term, fixed interest rate borrowings.

There were no advances outstanding from the FHLB at June 30, 2022.

There were no advances outstanding from the FHLB at September 30, 2022.

The Company pledges certain assets, including loans and investment securities, to both the Federal Reserve Bank and the FHLB as security to establish lines of credit and borrow from these entities.

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The Federal Reserve Bank also establishes a collateral value of assets pledged and permits borrowings from the discount window.

The following table reflects the collateral value of assets pledged, borrowings, and letters of credit outstanding, in addition to the estimated future funding capacity available to the Company at June 30, 2022.

June 30, 2022

September 30, 2022

(In thousands)

Federal Reserve

Collateral value established by FHLB and FRB $ 1,927,044 $ 982,080 $ 2,909,124

Total collateral value established by FHLB and FRB $ 1,905,444 $ 957,517 $ 2,862,961

Letters of credit issued (259,470) — (259,470)

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Rating outlook Stable Stable

The cash flows from the operating, investing and financing activities of the Company resulted in a net decrease in cash, cash equivalents and restricted cash of $3.2 billion during the first six months of 2022, as reported in the consolidated statements of cash flows in this report.

The cash flows from the operating, investing and financing activities of the Company resulted in a net decrease in cash, cash equivalents and restricted cash of $3.3 billion during the first nine months of 2022, as reported in the consolidated statements of cash flows in this report.

Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $469.8 million and has historically been a stable source of funds.

Investing activities, which occur mainly in the loan and investment securities portfolios, used cash of $247.2 million.

Activity in the investment securities portfolio used cash of $428.4 million from purchases (net of sales, maturities and pay downs), securities purchased under agreements to resell used cash of $200.0 million, and an increase in the loan portfolio used cash of $518.9 million.

Activity in the investment securities portfolio provided cash of $183.9 million from purchases (net of sales, maturities and pay downs), securities purchased under agreements to resell used cash of $200.0 million, and an increase in the loan portfolio used cash of $736.5 million.

These cash outflows were partially offset by repayments related to securities purchased under agreements to resell, which provided cash of $550.0 million.

Financing activities used cash of $2.7 billion, largely resulting from a decrease in federal funds purchased and securities sold under agreements to repurchase of $788.7 million, paired with a decrease in deposits of $1.7 billion.

Financing activities used cash of $3.5 billion, largely resulting from a a decrease in deposits of $2.5 billion, paired with a decrease in federal funds purchased and securities sold under agreements to repurchase of $708.4 million.

Capital Management

The Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions at June 30, 2022 and December 31, 2021, as shown in the following table.

(Dollars in thousands) June 30, 2022 December 31, 2021 Minimum Ratios under Capital Adequacy Guidelines

The Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions at September 30, 2022 and December 31, 2021, as shown in the following table.

(Dollars in thousands) September 30, 2022 December 31, 2021 Minimum Ratios under Capital Adequacy Guidelines

Minimum Ratios

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The Company maintains a treasury stock buyback program under authorizations by its Board of Directors (the Board) and normally purchases stock in the open market.

During the six months ended June 30, 2022, the Company purchased 1,641,610 shares at an average price of $68.96 in open market purchases and through stock-based compensation transactions.

At June 30, 2022, 4,155,115 shares remained available for purchase under the current Board authorization.

During the nine months ended September 30, 2022, the Company purchased 2,352,489 shares at an average price of $69.42 in open market purchases and through stock-based compensation transactions.

At September 30, 2022, 3,444,236 shares remained available for purchase under the current Board authorization.

The Company's common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital and liquidity levels, and alternative investment options.

The Company paid a $.265 per share cash dividend on its common stock in the second quarter of 2022, which was a 6.0% increase compared to its 2021 quarterly dividend.

The Company paid a $.265 per share cash dividend on its common stock in the third quarter of 2022, which was a 6.0% increase compared to its 2021 quarterly dividend.

Material Cash Requirements, Commitments, Off-Balance Sheet Arrangements and Contingencies

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In the normal course of business, various commitments and contingent liabilities arise which are not required to be recorded on the balance sheet.

The most significant of these are loan commitments, which at June 30, 2022 totaled $13.1 billion (including $5.0 billion in unused, approved credit card lines).

The most significant of these are loan commitments, which at September 30, 2022 totaled $13.9 billion (including $5.1 billion in unused, approved credit card lines).

In addition, the Company enters into standby and commercial letters of credit.

These contracts totaled $504.0 million and $1.2 million, respectively, at June 30, 2022.

These contracts totaled $516.2 million and $1.2 million, respectively, at September 30, 2022.

As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements.

The carrying value of the guarantee obligations associated with the standby letters of credit, which has been recorded as a liability on the consolidated balance sheet, amounted to $4.0 million at June 30, 2022.

The allowance for these commitments is recorded in the Company’s

liability for unfunded lending commitments within other liabilities on its consolidated balance sheets.

At June 30, 2022, the liability for unfunded commitments totaled $24.9 million.

The allowance for these commitments is recorded

in the Company’s liability for unfunded lending commitments within other liabilities on its consolidated balance sheets.

At September 30, 2022, the liability for unfunded commitments totaled $30.0 million.

See further discussion of the liability for unfunded lending commitments in Note 2 to the consolidated financial statements.

During the third quarter of 2020, the Company signed a $106.7 million agreement with U.S.

Capital Development to develop a 280,000 square foot commercial office building in a two building complex in Clayton, Missouri, which is expected to be completed near the end of 2022.

As of June 30, 2022, the Company has made payments totaling $71.8 million.

Capital Development to develop a 280,000 square foot commercial office building in a two building complex in Clayton, Missouri, which is expected to be completed in January 2023.

As of September 30, 2022, the Company has made payments totaling $83.8 million.

While the Company intends to occupy a portion of the office building for executive offices, a 15 year lease agreement has been signed by an anchor tenant to lease approximately 50% of the office building.

1 unchanged sentence

These credits are either resold to third parties at a profit or retained for use by the Company.

During the first six months of 2022, purchases and sales of tax credits amounted to $62.3 million and $78.9 million, respectively.

Fees from sales of tax credits were $2.7 million for the six months ended June 30, 2022, compared to $2.6 million in the same period last year.

At June 30, 2022, the Company expected to fund outstanding purchase commitments of $122.6 million during the remainder of 2022.

During the first nine months of 2022, purchases and sales of tax credits amounted to $95.7 million and $99.9 million, respectively.

Fees from sales of tax credits were $4.4 million for the nine months ended September 30, 2022, compared to $3.2 million in the same period last year.

At September 30, 2022, the Company expected to fund outstanding purchase commitments of $12.0 million during the remainder of 2022.

The Company's sound equity base, along with its long-term low debt level, common and preferred stock availability, and excellent debt ratings, provide several alternatives for future financing.

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Segment Results

The table below is a summary of segment pre-tax income results for the first six months of 2022 and 2021.

The table below is a summary of segment pre-tax income results for the first nine months of 2022 and 2021.

(Dollars in thousands)

1 unchanged sentence

Consolidated Totals

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Net interest income $ 249,761 $ 333,263 $ 56,731 $ 639,755 $ 47,789 $ 687,544

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Income before income taxes $ 101,344 $ 227,969 $ 108,817 $ 438,130 $ 26,095 $ 464,225

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

Net interest income $ 239,157 $ 340,279 $ 53,186 $ 632,622 $ (4,855) $ 627,767

4 unchanged sentences

Income before income taxes $ 110,666 $ 253,713 $ 110,550 $ 474,929 $ 62,250 $ 537,179

Increase (decrease) in income before income taxes:

Decrease in income before income taxes:

Amount $ (9,322) $ (25,744) $ (1,733) $ (36,799) $ (36,155) $ (72,954)

Percent (8.4 %) (10.1 %) (1.6 %) (7.7 %) (58.1 %) (13.6 %)

For the six months ended June 30, 2022, income before income taxes for the Consumer segment decreased $8.1 million, or 10.9%, compared to the first six months of 2021.

For the nine months ended September 30, 2022, income before income taxes for the Consumer segment decreased $9.3 million, or 8.4%, compared to the first nine months of 2021.

The decrease in income before income taxes was mainly due to a decline in non-interest income of $21.4 million, or 19.3%, and higher non-interest expense of $5.0 million, or 2.2%.

3 unchanged sentences

Non-interest income decreased mainly due to a decline of $19.6 million in mortgage banking revenue.

Non-interest expense increased over the same period in the previous year mainly due to higher salaries expense, marketing expense and allocated service and support costs for information

technology and bank card fraud operations, partly offset by lower allocated service costs for branch employees.

The provision for credit losses totaled $8.4 million, a $7.1 million decrease from the first six months of 2021, mainly due to lower credit card loan net charge-offs.

For the six months ended June 30, 2022, income before income taxes for the Commercial segment decreased $22.1 million, or 13.0%, compared to the same period in the previous year.

Non-interest expense increased over

the same period in the previous year mainly due to higher salaries expense, marketing expense, and allocated service and support costs (mainly bank card fraud operations and information technology), partly offset by lower allocated service costs for branch employees and mortgage operations.

The provision for credit losses totaled $12.7 million, a $6.4 million decrease from the first nine months of 2021, mainly due to lower credit card loan net charge-offs.

For the nine months ended September 30, 2022, income before income taxes for the Commercial segment decreased $25.7 million, or 10.1%, compared to the same period in the previous year.

This decrease was mainly due to an increase in non-interest expense and a decline in net interest income, partly offset by an increase in non-interest income.

Net interest income decreased $5.6 million, or 2.5%, due to lower loan interest income of $12.8 million and higher interest expense on customer repurchase agreements and deposits of $2.8 million and $1.1 million, respectively.

These decreases to income were partly offset by a $10.9 million increase in net allocated funding credits.

Non-interest income increased $7.5 million, or 7.3%, over the previous year mainly due to growth in net bank card fees (mainly corporate card fees) and deposit account fees (mainly corporate cash management fees), partly offset by a decline in capital market fees.

Non-interest expense increased $19.0 million, or 11.7%, mainly due to higher salaries and benefits expense, data processing and software expense, allocated service and support costs (mainly information technology, branch employee expense and commercial banking and payments expense), and lower deferred origination costs.

The provision for credit losses increased $5.1 million over the same period last year, mainly due to lower recoveries on business loans.

Wealth segment pre-tax profitability for the six months ended June 30, 2022 increased $997 thousand, or 1.4%, over the same period in the previous year.

Net interest income increased $3.0 million, or 8.5%, mainly due to a $3.1 million increase in loan interest income.

Non-interest income increased $3.7 million, or 3.6%, over the prior year largely due to higher trust fees (mainly private client trust fees), cash sweep commissions and brokerage fees, partly offset by lower mortgage banking revenue.

Non-interest expense increased $5.7 million, or 8.5%, mainly due to higher salaries and benefits expense, travel and entertainment expense, marketing expense and allocated costs for management fees.

Net interest income decreased $7.0 million, or 2.1%, due higher interest expense on customer repurchase agreements and deposits of $10.0 million and $7.3 million, respectively.

These decreases to income were partly offset by a $9.4 million increase in loan interest income.

Non-interest income increased $12.5 million, or 8.1%, over the previous year mainly due to growth in net bank card fees (mainly corporate card fees), deposit account fees (mainly corporate cash management fees) and cash sweep commissions, partly offset by a decline in capital market fees.

Non-interest expense increased $25.7 million, or 10.4%, mainly due to higher salaries and benefits expense, travel and entertainment expense, and allocated service and support costs (mainly bank operations, branch employees, information technology and commercial payments).

The provision for credit losses increased $5.5 million over the same period last year, mainly due to net charge-offs on business loans in the current year compared to net recoveries in the prior year.

Wealth segment pre-tax profitability for the nine months ended September 30, 2022 decreased $1.7 million, or 1.6%, from the same period in the previous year.

Net interest income increased $3.5 million, or 6.7%, mainly due to an $8.4 million increase in loan interest income, partly offset by a $5.3 million decrease in net allocated funding credits assigned to the Wealth segment's loan and deposit portfolios.

Non-interest income increased $2.3 million, or 1.5%, over the prior year largely due to higher cash sweep commissions, private client trust fees, and brokerage fees.

These increases were partly offset by lower mortgage banking revenue and institutional trust fees.

Non-interest expense increased $7.6 million, or 7.5%, mainly due to higher salaries and benefits expense, travel and entertainment expense, and marketing expense.

The provision for credit losses increased $8 thousand over the same period last year, due to higher overdraft loan net charge-offs.

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The pre-tax profitability of this category was lower than in the same period last year by $36.2 million.

Unallocated securities gains were $8.2 million in the first six months of 2022 compared to gains of $26.7 million in 2021.

Also, the unallocated provision for credit losses increased $51.3 million, primarily driven by increases in the liability for unfunded lending commitments and in the provision for credit losses on loans, which are both not allocated to the segments for management reporting purposes.

Unallocated securities gains were $11.6 million in the first nine months of 2022 compared to gains of $39.8 million in 2021.

Also, the unallocated provision for credit losses increased by $72.7 million, primarily driven by increases in the liability for unfunded lending commitments and in the provision for credit losses on loans, which are both not allocated to the segments for management reporting purposes.

Net charge-offs are allocated to the segments when incurred for management reporting purposes.

The provision for credit losses on loans was $12.0 million lower than net charge-offs, as the provision was a benefit in 2022, while the provision was $48.4 million lower than net charge-offs, as the provision was also a benefit in 2021.

For the six months ended June 30, 2022, the Company's provision on unfunded lending commitments was expense of $699 thousand.

These decreases to pre-tax profitability were partly offset by higher net interest income of $25.2 million, non-interest income of $705 thousand, and lower non-interest expense of $295 thousand.

The provision for credit losses on loans was $6.7 million lower than net charge-offs in 2022, while the provision was $58.1 million lower than net charge-offs, as the provision was a benefit in 2021.

For the nine months ended September 30, 2022, the Company's provision on unfunded lending commitments was expense of $5.8 million.

These decreases to pre-tax profitability were partly offset by higher net interest income of $52.6 million, non-interest income of $3.6 million, and lower non-interest expense of $8.5 million.

Impact of Recently Issued Accounting Standards

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The change is to align the temporary accounting relief guidance with the expected cessation date of LIBOR, which was postponed by administrators earlier this year to June 2023, a year after the current sunset date of ASU 2020-04.

In order to assess the impact of transition and ensure a successful transition process, the Company established a LIBOR Transition Program led by the LIBOR Transition Steering Committee (the Committee), which is an internal, cross-functional

team with representatives from all relevant business lines, support functions and legal counsel.

A LIBOR impact and risk assessment has been performed, and the Committee has developed and prioritized action items.

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The guidance is effective January 1, 2023.

The Company is evaluating the guidance to determine the impact on the Company's consolidated financial statements.

Fair Value Measurement The FASB issued ASU 2022-03 "Fair Value Measurement of Equity Securities Subject to

Contractual Sale Restrictions", in June 2022.

ASU 2022-3 clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The guidance is effective January 1, 2024.

The Company is evaluating the guidance to determine the impact on the Company's consolidated financial statements.

The Company expects no material impact to its consolidated financial statements from adoption of this ASU.

AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

Three Months Ended June 30, 2022 and 2021

Second Quarter 2022

Second Quarter 2021

Three Months Ended September 30, 2022 and 2021

Third Quarter 2022

Third Quarter 2021

(Dollars in thousands)

56 unchanged sentences

Total liabilities and equity $ 32,861,524 $ 34,625,975

Net interest margin (T/E) $ 235,010 $ 211,060

Net interest margin (FTE) $ 248,737 $ 216,858

Net yield on interest earning assets 3.01 % 2.58 %

(A) Stated on a tax equivalent basis using a federal income tax rate of 21%.

(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.

(B) Interest expense capitalized on construction projects is not deducted from the interest expense shown above.

AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS

Six Months Ended June 30, 2022 and 2021

Six Months 2022

Six Months 2021

Nine Months Ended September 30, 2022 and 2021

Nine Months 2022

Nine Months 2021

(Dollars in thousands)

56 unchanged sentences

Total liabilities and equity $ 34,279,271 $ 33,703,162

Net interest margin (T/E) $ 446,403 $ 419,834

Net interest margin (FTE) $ 695,140 $ 636,692

Net yield on interest earning assets 2.75 % 2.63 %

(A) Stated on a tax equivalent basis using a federal income tax rate of 21%.

(A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%.

(B) Interest expense capitalized on construction projects is not deducted from the interest expense shown above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis