What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-06 · 253 added, 248 removed, 1427 unchanged (26% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2024 December 31, 2023

3 unchanged sentences

Net loans 16,929,161 17,043,084

Loans held for sale (including $ 2,186,000 and $ 1,585,000 of residential mortgage loans carried at fair value at June 30, 2024 and December 31, 2023, respectively)

Loans held for sale (including $ 1,605,000 and $ 1,585,000 of residential mortgage loans carried at fair value at September 30, 2024 and December 31, 2023, respectively)

Investment securities:

Available for sale debt, at fair value (amortized cost of $ 9,954,054,000 and $ 10,904,765,000 at

June 30, 2024 and December 31, 2023, respectively, and allowance for credit losses of $ —

at both June 30, 2024 and December 31, 2023)

September 30, 2024 and December 31, 2023, respectively, and allowance for credit losses of $ —

at both September 30, 2024 and December 31, 2023)

9,167,681 9,684,760

26 unchanged sentences

Authorized 190,000,000 ;

issued 131,064,418 shares at both June 30, 2024 and December 31, 2023

issued 131,064,418 shares at both September 30, 2024 and December 31, 2023

655,322 655,322

1 unchanged sentence

Retained earnings 338,512 53,183

Treasury stock of 1,781,315 shares at June 30, 2024

Treasury stock of 2,425,152 shares at September 30, 2024

and 611,546 shares at December 31, 2023, at cost

10 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended June 30 For the Six Months Ended June 30

For the Three Months Ended September 30 For the Nine Months Ended September 30

(In thousands, except per share data) 2024 2023 2024 2023

23 unchanged sentences

Deposit account charges and other fees 25,380 23,090 74,856 67,475

Consumer brokerage services 4,478 4,677 8,886 9,762

Capital market fees 5,995 3,524 14,647 9,831

Consumer brokerage services 4,619 3,820 13,505 13,582

Loan fees and sales 3,444 2,966 10,016 8,290

6 unchanged sentences

Net occupancy 13,411 13,948 39,529 39,702

Deposit insurance 2,354 4,187 10,371 8,830

Equipment 5,091 4,864 10,101 9,714

Professional and other services 8,830 8,293 26,095 26,979

Marketing 7,278 6,167 16,670 18,006

Equipment 5,286 4,697 15,387 14,411

Supplies and communication 4,963 4,963 14,343 14,178

Deposit insurance 2,930 4,029 13,301 12,859

Other 9,586 8,364 41,267 29,369

12 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended June 30 For the Six Months Ended June 30

For the Three Months Ended September 30 For the Nine Months Ended September 30

(In thousands) 2024 2023 2024 2023

Net income $ 140,263 $ 122,700 $ 397,157 $ 373,716

Other comprehensive income (loss):

Other comprehensive income (loss), net of tax:

Net unrealized gains (losses) on available for sale debt securities 215,550 ( 133,024 ) 325,225 ( 72,440 )

1 unchanged sentence

Unrealized gains (losses) on cash flow hedge derivatives 15,263 ( 24,414 ) ( 11,170 ) ( 34,968 )

Other comprehensive income (loss) 123,210 ( 95,797 ) 83,595 50,569

Other comprehensive income (loss), net of tax 230,913 ( 157,239 ) 314,508 ( 106,670 )

Comprehensive income (loss) 371,176 ( 34,539 ) 711,665 267,046

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended June 30, 2024 and 2023

Three Months Ended September 30, 2024 and 2023

Commerce Bancshares, Inc.

1 unchanged sentence

Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total

Balance March 31, 2024

Balance June 30, 2024

$ 655,322 $ 3,153,107 $ 235,299 $ ( 98,176 ) $ ( 807,817 ) $ 20,600 $ 3,158,335

9 unchanged sentences

( 34,794 ) ( 34,794 )

Balance June 30, 2024

Balance September 30, 2024

$ 655,322 $ 3,154,300 $ 338,512 $ ( 139,149 ) $ ( 576,904 ) $ 21,458 $ 3,453,539

Balance March 31, 2023

Balance June 30, 2023

$ 629,319 $ 2,921,365 $ 211,358 $ ( 58,389 ) $ ( 1,036,295 ) $ 17,870 $ 2,685,228

3 unchanged sentences

Purchases of treasury stock ( 19,978 ) ( 19,978 )

Sale of non-controlling interest of subsidiary 8 ( 8 ) —

Issuance under stock purchase and equity

4 unchanged sentences

( 33,657 ) ( 33,657 )

Balance June 30, 2023

Balance September 30, 2023

$ 629,319 $ 2,924,211 $ 298,297 $ ( 76,888 ) $ ( 1,193,534 ) $ 17,861 $ 2,599,266

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six Months Ended June 30, 2024 and 2023

Nine Months Ended September 30, 2024 and 2023

Commerce Bancshares, Inc.

11 unchanged sentences

( 104,894 ) ( 104,894 )

Balance June 30, 2024

Balance September 30, 2024

$ 655,322 $ 3,154,300 $ 338,512 $ ( 139,149 ) $ ( 576,904 ) $ 21,458 $ 3,453,539

10 unchanged sentences

( 101,160 ) ( 101,160 )

Balance June 30, 2023

Balance September 30, 2023

$ 629,319 $ 2,924,211 $ 298,297 $ ( 76,888 ) $ ( 1,193,534 ) $ 17,861 $ 2,599,266

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30

For the Nine Months Ended September 30

(In thousands) 2024 2023

37 unchanged sentences

Purchases of treasury stock ( 123,558 ) ( 56,541 )

Cash dividends paid on common stock ( 70,100 ) ( 67,503 )

Cash dividends paid on common stock and distributions to non-controlling interest ( 110,484 ) ( 101,160 )

Net cash provided by (used in) financing activities ( 1,220,367 ) ( 775,399 )

1 unchanged sentence

Cash, cash equivalents and restricted cash at beginning of year 2,687,283 897,801

Cash, cash equivalents and restricted cash at June 30

Cash, cash equivalents and restricted cash at September 30

$ 3,150,110 $ 2,208,516

5 unchanged sentences

Restricted cash is comprised of cash collateral posted by the Company to secure interest rate swap agreements.

This balance is included in other assets in the consolidated balance sheets and totaled $ 41 thousand at June 30, 2024.

The Company had $ 200 thousand restricted cash at June 30, 2023.

This balance is included in other assets in the consolidated balance sheets and totaled $ 111 thousand at September 30, 2024.

The Company had $ 130 thousand in restricted cash at September 30, 2023.

Commerce Bancshares, Inc.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024 (Unaudited)

September 30, 2024 (Unaudited)

Principles of Consolidation and Presentation

9 unchanged sentences

Management has evaluated subsequent events for potential recognition or disclosure.

The results of operations for the six month period ended June 30, 2024 are not necessarily indicative of results to be attained for the full year or any other interim period.

The results of operations for the nine month period ended September 30, 2024 are not necessarily indicative of results to be attained for the full year or any other interim period.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission.

1 unchanged sentence

Loans and Allowance for Credit Losses

Major classifications within the Company’s held for investment loan portfolio at June 30, 2024 and December 31, 2023 are as follows:

Major classifications within the Company’s held for investment loan portfolio at September 30, 2024 and December 31, 2023 are as follows:

(In thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Business $ 6,048,328 $ 6,019,036

8 unchanged sentences

Total loans $ 17,090,000 $ 17,205,479

Accrued interest receivable totaled $ 71.9 million at both June 30, 2024 and December 31, 2023, and was included within other assets on the consolidated balance sheets.

For the three months ended June 30, 2024, the Company wrote-off accrued interest by reversing interest income of $ 341 thousand and $ 1.6 million in the Commercial and Personal Banking portfolios, respectively.

Similarly, for the six months ended June 30, 2024, the Company wrote off accrued interest of $ 435 thousand and $ 3.1 million in the Commercial and Personal Banking portfolios, respectively.

For the three months ended June 30, 2023, the Company reversed interest income of $ 43 thousand and $ 1.1 million in the Commercial and Personal Banking portfolios, respectively, and in the six months ended June 30, 2023, reversed $ 77 thousand and $ 2.2 million in the Commercial and Personal Banking portfolios, respectively.

At June 30, 2024, loans of $ 3.6 billion were pledged at the Federal Home Loan Bank as collateral for borrowings and letters of credit obtained to secure public deposits.

Accrued interest receivable totaled $ 75.9 million and $ 71.9 million at September 30, 2024 and December 31, 2023, respectively, and was included within other assets on the consolidated balance sheets.

For the three months ended September 30, 2024, the Company wrote-off accrued interest by reversing interest income of $ 56 thousand and $ 1.5 million in the Commercial and Personal Banking portfolios, respectively.

Similarly, for the nine months ended September 30, 2024, the Company wrote off accrued interest of $ 491 thousand and $ 4.6 million in the Commercial and Personal Banking portfolios, respectively.

For the three months ended September 30, 2023, the Company reversed interest income of $ 237 thousand and $ 1.2 million in the Commercial and Personal Banking portfolios, respectively, and in the nine months ended September 30, 2023, reversed $ 313 thousand and $ 3.4 million in the Commercial and Personal Banking portfolios, respectively.

At September 30, 2024, loans of $ 3.6 billion were pledged at the Federal Home Loan Bank as collateral for borrowings and letters of credit obtained to secure public deposits.

Additional loans of $ 2.8 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings.

16 unchanged sentences

Key assumptions in the Company’s allowance for credit loss model include the economic forecast, the reasonable and supportable period, forecasted macro-economic variables, prepayment assumptions and qualitative factors applied for portfolio composition changes, underwriting practices, or significant unique events or conditions.

The assumptions utilized in estimating the Company’s allowance for credit losses at June 30, 2024 and March 31, 2024 are discussed below.

Key Assumption June 30, 2024 March 31, 2024

Overall economic forecast • Economic growth expected to slightly cool with no significant rise in layoffs or unemployment rate

The assumptions utilized in estimating the Company’s allowance for credit losses at September 30, 2024 and June 30, 2024 are discussed below.

Key Assumption September 30, 2024 June 30, 2024

Overall economic forecast • Economic growth expected to remain steady with only a slight rise in unemployment rate

• Inflation expected to move closer to the Federal Reserve's 2% target

• Expected the Federal Reserve will cut rates every other meeting in 2025

• Economic growth expected to slightly cool with no significant rise in layoffs or unemployment rate

• Inflation expected to moderate

• Expectations the Federal Reserve will start cutting rates in September 2024

• Economic strength is visible in the strong labor market

• Fiscal policy is forecasted to be a modest drag on GDP

• There are expectations that the Federal Reserve will start cutting rates in 2nd quarter 2024

Reasonable and supportable period and related reversion period • Reasonable and supportable period of one year

2 unchanged sentences

• Reversion to historical average loss rates within two quarters using a straight-line method

Forecasted macro-economic variables • Unemployment rate ranges from 4.0% to 4.2% during the reasonable and supportable forecast period

Forecasted macro-economic variables • Unemployment rate is 4.3% during the supportable forecast period

• Real GDP growth ranges from 1.8% to 2.2%

18 unchanged sentences

• Certain industries experiencing stress or emerging concerns within the portfolio

• Certain portfolios sensitive to unusually high rate of inflation and supply chain issues

• Loans downgraded to special mention, substandard, or non-accrual status

2 unchanged sentences

• Changes in the composition of the loan portfolios

• Certain stressed industries within the portfolio

• Certain industries experiencing stress or emerging concerns within the portfolio

• Certain portfolios sensitive to unusually high rate of inflation and supply chain issues

6 unchanged sentences

The current forecast projects continued low unemployment.

It is expected that the Federal Reserve will start cutting rates in September of 2024 and fiscal policy will be maintained.

It is expected that the Federal Reserve will cut rates at every other meeting next year.

Updated information on inflation and labor market trends could impact the Federal Reserve's decision on the timing and degree of rate reductions.

2 unchanged sentences

Potential changes in any one economic variable may or may not affect the overall allowance because a variety of economic variables and inputs are considered in estimating the allowance, and changes in those variables and inputs may not occur at the same rate, may not be consistent across product types, and may have offsetting impacts to other changing variables and inputs.

A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments for the three and six months ended June 30, 2024 and 2023, respectively, follows:

For the Three Months Ended June 30, 2024

For the Six Months Ended June 30, 2024

A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments for the three and nine months ended September 30, 2024 and 2023, respectively, follows:

For the Three Months Ended September 30, 2024

For the Nine Months Ended September 30, 2024

(In thousands) Commercial Personal Banking

6 unchanged sentences

Net loan charge-offs (recoveries) 107 9,472 9,579 603 27,610 28,213

Balance June 30, 2024 $ 107,217 $ 51,340 $ 158,557 $ 107,217 $ 51,340 $ 158,557

Balance September 30, 2024 $ 107,047 $ 53,792 $ 160,839 $ 107,047 $ 53,792 $ 160,839

LIABILITY FOR UNFUNDED LENDING COMMITMENTS

1 unchanged sentence

Provision for credit losses on unfunded lending commitments ( 2,715 ) ( 6 ) ( 2,721 ) ( 7,261 ) ( 1 ) ( 7,262 )

Balance June 30, 2024 $ 19,363 $ 1,342 $ 20,705 $ 19,363 $ 1,342 $ 20,705

Balance September 30, 2024 $ 16,648 $ 1,336 $ 17,984 $ 16,648 $ 1,336 $ 17,984

ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 123,695 $ 55,128 $ 178,823 $ 123,695 $ 55,128 $ 178,823

For the Three Months Ended June 30, 2023

For the Six Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

For the Nine Months Ended September 30, 2023

(In thousands) Commercial Personal Banking

6 unchanged sentences

Net loan charge-offs (recoveries) 2,598 7,186 9,784 2,869 20,178 23,047

Balance June 30, 2023 $ 108,024 $ 50,661 $ 158,685 $ 108,024 $ 50,661 $ 158,685

Balance September 30, 2023 $ 110,627 $ 51,617 $ 162,244 $ 110,627 $ 51,617 $ 162,244

LIABILITY FOR UNFUNDED LENDING COMMITMENTS

1 unchanged sentence

Provision for credit losses on unfunded lending commitments ( 1,724 ) 26 ( 1,698 ) ( 5,625 ) 42 ( 5,583 )

Balance June 30, 2023 $ 27,842 $ 1,393 $ 29,235 $ 27,842 $ 1,393 $ 29,235

Balance September 30, 2023 $ 26,118 $ 1,419 $ 27,537 $ 26,118 $ 1,419 $ 27,537

ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 136,745 $ 53,036 $ 189,781 $ 136,745 $ 53,036 $ 189,781

1 unchanged sentence

The Company considers loans past due on the day following the contractual repayment date, if the contractual repayment was not received by the Company as of the end of the business day.

The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at June 30, 2024 and December 31, 2023.

The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at September 30, 2024 and December 31, 2023.

(In thousands)

2 unchanged sentences

90 Days Past Due and Still Accruing Non-accrual

June 30, 2024

September 30, 2024

Business $ 6,041,090 $ 6,388 $ 496 $ 354 $ 6,048,328

19 unchanged sentences

Total $ 17,080,238 $ 96,065 $ 21,864 $ 7,312 $ 17,205,479

At June 30, 2024, the Company had $ 2.5 million in non-accrual loans that had no allowance for credit loss, compared to $ 4.3 million in non-accrual loans that had no allowance for credit loss at December 31, 2023.

The Company did not record any interest income on non-accrual loans during the six months ended June 30, 2024 and 2023, respectively.

At September 30, 2024, the Company had $ 2.0 million in non-accrual loans that had no allowance for credit loss, compared to $ 4.3 million in non-accrual loans that had no allowance for credit loss at December 31, 2023.

The Company did not record any interest income on non-accrual loans during the nine months ended September 30, 2024 and 2023, respectively.

Credit quality indicators

11 unchanged sentences

For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenant monitoring or overall relationship management.

Smaller loans are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past

due related to credit issues.

Smaller loans

are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past due related to credit issues.

Loans rated Special Mention, Substandard or Non-accrual are subject to quarterly review and monitoring processes.

In addition to the regular monitoring performed by the lending personnel and credit committees, loans are subject to review by a credit review department which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan.

The risk category of loans in the Commercial portfolio as of June 30, 2024 and December 31, 2023 are as follows:

The risk category of loans in the Commercial portfolio as of September 30, 2024 and December 31, 2023 are as follows:

Term Loans Amortized Cost Basis by Origination Year

(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total

June 30, 2024

September 30, 2024

Pass $ 978,443 $ 1,039,903 $ 689,744 $ 436,950 $ 184,997 $ 390,233 $ 2,081,711 $ 5,801,981

4 unchanged sentences

$ 999,143 $ 1,065,136 $ 710,780 $ 460,636 $ 191,253 $ 401,666 $ 2,219,714 $ 6,048,328

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ 200 $ 245 $ 40 $ — $ — $ 17 $ 1,026 $ 1,528

4 unchanged sentences

$ 263,527 $ 443,509 $ 546,057 $ 92,990 $ 3,240 $ 2,821 $ 29,463 $ 1,381,607

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ — $ — $ — $ — $ — $ — $ — $ —

6 unchanged sentences

$ 506,537 $ 717,143 $ 862,167 $ 491,409 $ 400,069 $ 515,508 $ 94,166 $ 3,586,999

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ — $ — $ — $ — $ — $ — $ — $ —

6 unchanged sentences

$ 1,769,207 $ 2,225,788 $ 2,119,004 $ 1,045,035 $ 594,562 $ 919,995 $ 2,343,343 $ 11,016,934

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ 200 $ 245 $ 40 $ — $ — $ 17 $ 1,026 $ 1,528

31 unchanged sentences

Gross write-offs for the year ended December 31, 2023 $ — $ 2,260 $ 57 $ 41 $ — $ 134 $ 1,393 $ 3,885

The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided as of June 30, 2024 and December 31, 2023 below.

The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided as of September 30, 2024 and December 31, 2023 below.

Term Loans Amortized Cost Basis by Origination Year

(In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total

June 30, 2024

September 30, 2024

Real estate-personal

4 unchanged sentences

$ 289,640 $ 401,990 $ 418,869 $ 495,668 $ 659,842 $ 766,611 $ 10,771 $ 3,043,391

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ — $ 82 $ 96 $ 83 $ — $ 22 $ — $ 283

3 unchanged sentences

$ 332,292 $ 408,538 $ 256,253 $ 184,839 $ 84,210 $ 67,742 $ 774,407 $ 2,108,281

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ 482 $ 2,173 $ 2,089 $ 1,017 $ 408 $ 214 $ 1,722 $ 8,105

5 unchanged sentences

$ — $ — $ — $ — $ — $ — $ 342,376 $ 342,376

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ — $ — $ — $ — $ — $ — $ — $ —

4 unchanged sentences

$ — $ — $ — $ — $ — $ — $ 574,746 $ 574,746

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ — $ — $ — $ — $ — $ — $ 22,790 $ 22,790

2 unchanged sentences

$ 4,272 $ — $ — $ — $ — $ — $ — $ 4,272

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ 2,084 $ — $ — $ — $ — $ — $ — $ 2,084

5 unchanged sentences

$ 626,204 $ 810,528 $ 675,122 $ 680,507 $ 744,052 $ 834,353 $ 1,702,300 $ 6,073,066

Gross write-offs for the six months ended June 30, 2024

Gross write-offs for the nine months ended September 30, 2024

$ 2,566 $ 2,255 $ 2,185 $ 1,100 $ 408 $ 236 $ 24,512 $ 33,262

41 unchanged sentences

The Company requires that collateral-dependent loans are either over-collateralized or carry collateral equal to the amortized cost of the loan.

The following table presents the amortized cost basis of collateral-dependent loans as of June 30, 2024 and December 31, 2023.

The following table presents the amortized cost basis of collateral-dependent loans as of September 30, 2024 and December 31, 2023.

(In thousands) Business Assets Real Estate Oil & Gas Assets Total

June 30, 2024

September 30, 2024

Real estate - business $ — $ 14,872 $ — $ 14,872

Personal Banking:

Real estate - personal — 549 — 549

Revolving home equity — 1,977 — 1,977

10 unchanged sentences

Excluded from the table below are certain personal real estate loans for which FICO scores are not obtained because the loans generally pertain to commercial customer activities and are often underwritten with other collateral considerations.

These loans totaled $ 170.1 million at June 30, 2024 and $ 168.9 million at December 31, 2023.

The table also excludes consumer loans related to the Company's patient healthcare loan program, which totaled $ 220.5 million at June 30, 2024 and $ 211.3 million at December 31, 2023.

These loans totaled $ 167.7 million at September 30, 2024 and $ 168.9 million at December 31, 2023.

The table also excludes consumer loans related to the Company's patient healthcare loan program, which totaled $ 225.2 million at September 30, 2024 and $ 211.3 million at December 31, 2023.

As the healthcare loans are guaranteed by the hospital, customer FICO scores are not obtained for these loans.

The personal real estate loans and consumer loans excluded below totaled less than 7 % of the Personal Banking portfolio.

For the remainder of loans in the Personal Banking portfolio, the table below shows the percentage of balances outstanding at June 30, 2024 and December 31, 2023 by FICO score.

For the remainder of loans in the Personal Banking portfolio, the table below shows the percentage of balances outstanding at September 30, 2024 and December 31, 2023 by FICO score.

Personal Banking Loans

1 unchanged sentence

Real Estate - Personal Consumer Revolving Home Equity Consumer Credit Card

June 30, 2024

September 30, 2024

Under 600 2.3 % 2.4 % 2.0 % 5.0 %

18 unchanged sentences

Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer customers.

The following tables present the amortized cost at June 30, 2024 of loans that were modified during the three and six months ended June 30, 2024 and the amortized cost of at June 30, 2023 of loans that were modified during the three and six months ended June 30, 2023.

For the Three Months Ended June 30, 2024

The following tables present the amortized cost at September 30, 2024 of loans that were modified during the three and nine months ended September 30, 2024 and the amortized cost of at September 30, 2023 of loans that were modified during the three and nine months ended September 30, 2023.

For the Three Months Ended September 30, 2024

(Dollars in thousands)

1 unchanged sentence

Total % of Total Loan Category

June 30, 2024

September 30, 2024

Business $ 36,892 $ — $ — $ — $ — $ 36,892 0.6 %

Real estate – construction and land 1,915 — — — — 1,915 0.1

Real estate – business 70,091 — — — — 70,091 2.0

4 unchanged sentences

Total $ 108,940 $ 4,744 $ 961 $ — $ — $ 114,645 0.7 %

For the Six Months Ended June 30, 2024

June 30, 2024

For the Nine Months Ended September 30, 2024

September 30, 2024

Business $ 54,608 $ — $ — $ — $ — $ 54,608 0.9 %

Real estate – construction and land 1,915 — — — — 1,915 0.1

Real estate – business 117,718 — — — — 117,718 3.3

4 unchanged sentences

Total $ 174,283 $ 7,306 $ 2,726 $ — $ 44 $ 184,359 1.1 %

For the Three Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

(Dollars in thousands)

1 unchanged sentence

Total % of Total Loan Category

June 30, 2023

September 30, 2023

Business $ 3,792 $ — $ — $ — $ — $ 3,792 0.1 %

5 unchanged sentences

Total $ 60,389 $ 773 $ 984 $ 72 $ 31 $ 62,249 0.4 %

For the Six Months Ended June 30, 2023

June 30, 2023

For the Nine Months Ended September 30, 2023

September 30, 2023

Business $ 16,705 $ — $ — $ — $ — $ 16,705 0.3 %

6 unchanged sentences

The estimate of lifetime expected losses utilized in the allowance for credit losses model is developed using average historical experience on loans with similar risk characteristics, which includes losses from modifications of loans to borrowers experiencing financial difficulty.

As a result, a change to the allowance for credit losses is generally not recorded upon

modification.

As a result, a change to the allowance for credit losses is generally not recorded upon modification.

For modifications to loans made to borrowers experiencing financial difficulty that are placed on non-accrual status, the Company determines the allowance for credit losses on an individual evaluation, using the same process that it utilizes for other loans on non-accrual status.

4 unchanged sentences

If an accruing loan made to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for credit losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin.

The following tables summarize the financial impact of loan modifications and payment deferrals during the three and six months ended June 30, 2024 and June 30, 2023.

The following tables summarize the financial impact of loan modifications and payment deferrals during the three and nine months ended September 30, 2024 and September 30, 2023.

Term Extension

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Business Extended maturity by a weighted average of 5 months.

Extended maturity by a weighted average of 3 months.

Real estate – construction and land Extended maturity by a weighted average of 2 months.

Real estate – business Extended maturity by a weighted average of 11 months.

3 unchanged sentences

Extended maturity by a weighted average of 6 months.

Consumer Added 10 years to the life of loans.

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Business Extended maturity by a weighted average of 5 months.

Extended maturity by a weighted average of 8 months.

Real estate – construction and land Extended maturity by a weighted average of 2 months.

Real estate – business Extended maturity by a weighted average of 11 months.

3 unchanged sentences

Extended maturity by a weighted average of 7 months.

Consumer Added 10 years to the life of loans.

Consumer Extended maturity by 10 years.

Payment Delay

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Personal Banking:

1 unchanged sentence

Deferred certain payments by a weighted average of 22 years .

Consumer Deferred certain payments by a weighted average of 6 months .

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Consumer Deferred certain payments by a weighted average of 19 years .

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Real estate – personal Deferred certain payments by a weighted average of 10 years .

Deferred certain payments by a weighted average of 20 years .

Consumer Deferred certain payments by a weighted average of 71 months .

Consumer Deferred certain payments by a weighted average of 19 years .

Deferred certain payments by a weighted average of 71 months .

Interest Rate Reduction

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023

Personal Banking:

3 unchanged sentences

Reduced contractual interest rate from average 21% to 6%.

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Personal Banking:

4 unchanged sentences

Forgiveness of Interest/Fees

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Personal Banking:

Consumer credit card Approximately $5 thousand of interest and fees forgiven.

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Personal Banking:

Consumer credit card Approximately $33 thousand of interest and fees forgiven.

The Company had commitments of $ 7.0 million and $ 28.4 million at June 30, 2024 and December 31, 2023, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of an interest rate reduction;

The Company had commitments of $ 9.4 million and $ 28.4 million at September 30, 2024 and December 31, 2023, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of an interest rate reduction;

an other-than-insignificant payment delay;

1 unchanged sentence

or a term extension during the current reporting period.

The following tables provide the amortized cost basis at June 30, 2024 of loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2024 and were modified within the 12 months preceding the payment default, as well as the amortized cost basis at June 30, 2023 of loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2023 and had been modified on or after January 1, 2023 (the date we adopted ASU 2022-02).

The following tables provide the amortized cost basis at September 30, 2024 of loans to borrowers experiencing financial difficulty that had a payment default during the three and nine months ended September 30, 2024 and were modified within the 12 months preceding the payment default, as well as the amortized cost basis at September 30, 2023 of loans to borrowers experiencing financial difficulty that had a payment default during the three and nine months ended September 30, 2023 and had been modified on or after January 1, 2023 (the date we adopted ASU 2022-02).

For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal.

For the Three Months Ended June 30, 2024 For the Six Months Ended June 30, 2024

(Dollars in thousands) Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

June 30, 2024

For the Three Months Ended September 30, 2024 For the Nine Months Ended September 30, 2024

(Dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

September 30, 2024

Business $ 14,872 $ — $ — $ — $ 14,872 $ 14,872 $ — $ — $ — $ 14,872

Personal Banking:

3 unchanged sentences

Total $ 14,872 $ 2,600 $ 264 $ — $ 17,736 $ 14,872 $ 3,728 $ 560 $ 20 $ 19,180

For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023

For the Three Months Ended September 30, 2023 For the Nine Months Ended September 30, 2023

(Dollars in thousands)

Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

June 30, 2023

Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

September 30, 2023

Personal Banking:

3 unchanged sentences

Total $ — $ 802 $ 254 $ 157 $ 1,213 $ — $ 1,007 $ 304 $ 158 $ 1,469

The following tables present the amortized cost basis at June 30, 2024 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months as well as the amortized cost basis at June 30, 2023 of loans to borrowers experiencing financial difficulty that had been modified on or after January 1, 2023 (the date we adopted ASU 2022-02) through June 30, 2023.

The following tables present the amortized cost basis at September 30, 2024 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months as well as the amortized cost basis at September 30, 2023 of loans to borrowers experiencing financial difficulty that had been modified on or after January 1, 2023 (the date we adopted ASU 2022-02) through September 30, 2023.

(In thousands)

1 unchanged sentence

90 Days Past Due Total

June 30, 2024

September 30, 2024

Business $ 56,517 $ 86 $ — $ 56,603

Real estate – construction and land 1,915 — — 1,915

Real estate – business 102,846 — 14,872 117,718

7 unchanged sentences

90 Days Past Due Total

June 30, 2023

September 30, 2023

Business $ 16,705 $ — $ — $ 16,705

9 unchanged sentences

The loans are primarily sold to Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA).

At June 30, 2024, the fair value of these loans was $ 2.2 million, and the unpaid principal balance was $ 2.2 million.

The Company also designates certain student loan originations as held for sale.

The borrowers are credit-worthy students who are attending colleges and universities.

The loans are intended to be sold in the secondary market, and the Company maintains contracts with Sallie Mae to sell the loans within 210 days after the last disbursement to the student.

These loans are carried at lower of cost or fair value, which at June 30, 2024 totaled $ 448 thousand.

At June 30, 2024, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing interest.

At September 30, 2024, the fair value of these loans was $ 1.6 million, and the unpaid principal balance was $ 1.6 million.

At September 30, 2024, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing interest.

Foreclosed real estate/repossessed assets

The Company’s holdings of foreclosed real estate totaled $ 143 thousand and $ 270 thousand at June 30, 2024 and December 31, 2023, respectively, and included in those amounts were $ 143 thousand and $ 270 thousand at June 30, 2024 and December 31, 2023, respectively, of foreclosed residential real estate properties held as a result of obtaining physical possession.

Personal property acquired in repossession, generally autos, totaled $ 2.2 million and $ 1.8 million at June 30, 2024 and December 31, 2023.

The Company’s holdings of foreclosed real estate totaled $ 1.0 million and $ 270 thousand at September 30, 2024 and December 31, 2023, respectively, and included in those amounts were $ 792 thousand and $ 270 thousand at September 30, 2024 and December 31, 2023, respectively, of foreclosed residential real estate properties held as a result of obtaining physical possession.

Personal property acquired in repossession, generally autos, totaled $ 2.3 million and $ 1.8 million at September 30, 2024 and December 31, 2023.

Upon acquisition, these assets are recorded at fair value less estimated selling costs at the date of foreclosure, establishing a new cost basis.

1 unchanged sentence

Investment Securities

Investment securities consisted of the following at June 30, 2024 and December 31, 2023.

(In thousands) June 30, 2024 December 31, 2023

Investment securities consisted of the following at September 30, 2024 and December 31, 2023.

(In thousands) September 30, 2024 December 31, 2023

Available for sale debt securities $ 9,167,681 $ 9,684,760

8 unchanged sentences

$ 9,483,984 $ 9,948,764

(1) Accrued interest receivable totaled $ 26.4 million and $ 28.9 million at June 30, 2024 and December 31, 2023, respectively, and was included within other assets on the consolidated balance sheets.

(1) Accrued interest receivable totaled $ 29.7 million and $ 28.9 million at September 30, 2024 and December 31, 2023, respectively, and was included within other assets on the consolidated balance sheets.

Most of the Company’s investment securities are classified as available for sale debt securities, and this portfolio is discussed in more detail below.

6 unchanged sentences

Equity Securities

The Company’s equity securities portfolio includes common and preferred stock with readily determinable fair values as well as equity securities with no readily determinable fair value.

The Company’s equity securities portfolio includes mutual funds, common stock, and preferred stock with readily determinable fair values as well as equity securities with no readily determinable fair value.

The Company has elected to measure equity securities with no readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer.

12 unchanged sentences

During the second quarter of 2024, the Company sold 436 thousand shares of Visa Class A common stock at an average price of $ 274.91 , resulting in proceeds of $ 119.8 million.

The Company’s remaining 54 thousand Visa Class C shares had a fair value of $ 57.2 million at June 30, 2024, and are subject to limited transfer restrictions that end on August 1, 2024.

These shares are expected to continue to be marked to fair value on a recurring basis using the Visa Class A shares as evidence of orderly transactions between market participants for similar securities issued by Visa.

During the third quarter of 2024, the Company sold 218 thousand Visa Class A shares at an average price of $ 260.56 , resulting of proceeds of $ 56.8 million.

As of September 30, 2024, the Company has sold all of the Visa Class C shares it received from the Visa Exchange Offer.

The Company’s Visa Class B-2 common stock will continue to be carried at cost of $ 0 as the Company elected the measurement alternative approach for these shares as well, and there are not observable price changes in orderly transactions for identical or similar investments of the same issuer for the Visa Class B-2 shares held by the Company.

Changes in equity investments with no readily determinable fair value for each period were as follows:

Three Months Ended June 30 Six Months Ended June 30

Three Months Ended September 30 Nine Months Ended September 30

(In thousands) 2024 2024

5 unchanged sentences

Balance at end of period $ 8,853 $ 8,853

Net gains and losses for the Company's equity securities portfolio for each period were as follows:

Three Months Ended June 30 Six Months Ended June 30

Net gains and losses for the Company's equity securities portfolio during the nine months ended September 30, 2024 were as follows:

Nine Months Ended September 30

(In thousands) 2024

4 unchanged sentences

The majority of the Company’s investment portfolio is comprised of available for sale debt securities, which are carried at fair value with changes in fair value reported in accumulated other comprehensive income (AOCI).

A summary of the available for sale debt securities by maturity groupings as of June 30, 2024 is shown below.

A summary of the available for sale debt securities by maturity groupings as of September 30, 2024 is shown below.

The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as FHLMC, FNMA, and Government National Mortgage Association (GNMA), in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by commercial and residential mortgages.

31 unchanged sentences

government and federal agency obligations include U.S.

Treasury inflation-protected securities, which totaled $ 399.7 million, at fair value, at June 30, 2024.

Treasury inflation-protected securities, which totaled $ 411.0 million, at fair value, at September 30, 2024.

Interest earned on these securities increases with inflation and decreases with deflation, as measured by the non-seasonally adjusted Consumer Price Index (CPI-U).

7 unchanged sentences

Securities not analyzed using the cash flow model are analyzed by reviewing credit ratings, credit support agreements, and industry knowledge to project future cash flows and any possible credit impairment.

At June 30, 2024, the fair value of securities on this watch list was $ 1.8 billion compared to $ 1.2 billion at December 31, 2023.

At September 30, 2024, the fair value of securities on this watch list was $ 814.5 million compared to $ 1.2 billion at December 31, 2023.

Almost all of the securities included on the Company's watch list in the current quarter were experiencing unrealized loss positions due to the significant increase in interest rates and were analyzed outside of the cash flow model.

At June 30, 2024, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required.

As of June 30, 2024, the Company did not identify any securities for which a credit loss exists, and for the six months ended June 30, 2024 and 2023, the Company did not recognize a credit loss expense on any available for sale debt securities.

The table below summarizes debt securities available for sale in an unrealized loss position, aggregated by length of loss period, for which an allowance for credit losses has not been recorded at June 30, 2024 and December 31, 2023.

At September 30, 2024, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required.

As of September 30, 2024, the Company did not identify any securities for which a credit loss exists, and for the nine months ended September 30, 2024 and 2023, the Company did not recognize a credit loss expense on any available for sale debt securities.

Unrealized losses on these available for sale securities have not been recognized into income because after review, the securities were deemed not to be impaired.

The unrealized losses on these securities are primarily attributable to changes in interest rates and current market conditions.

At June 30, 2024, the Company does not intend to sell the securities, nor is it anticipated that it would be required to sell any of these securities at a loss.

At September 30, 2024, the Company does not intend to sell the securities, nor is it anticipated that it would be required to sell any of these securities at a loss.

Less than 12 months 12 months or longer Total

3 unchanged sentences

Losses Fair Value Unrealized

June 30, 2024

September 30, 2024

government and federal agency obligations $ 359,913 $ 851 $ 357,083 $ 12,528 $ 716,996 $ 13,379

19 unchanged sentences

Total $ 99,075 $ 1,784 $ 9,494,875 $ 1,218,700 $ 9,593,950 $ 1,220,484

The entire available for sale debt portfolio included $ 8.0 billion of securities that were in a loss position at June 30, 2024, compared to $ 9.6 billion at December 31, 2023.

The total amount of unrealized loss on these securities was $ 1.1 billion at June 30, 2024, a decrease of $ 144.4 million compared to the unrealized loss at December 31, 2023.

The entire available for sale debt portfolio included $ 7.3 billion of securities that were in a loss position at September 30, 2024, compared to $ 9.6 billion at December 31, 2023.

The total amount of unrealized loss on these securities was $ 818.8 million at September 30, 2024, a decrease of $ 401.7 million compared to the unrealized loss at December 31, 2023.

Securities with significant unrealized losses are discussed in the "Allowance for credit losses on available for sale debt securities" section above.

For debt securities classified as available for sale, the following table shows the amortized cost, fair value, and allowance for credit losses of securities available for sale at June 30, 2024 and December 31, 2023, and the corresponding amounts of gross unrealized gains and losses (pre-tax) in AOCI, by security type.

For debt securities classified as available for sale, the following table shows the amortized cost, fair value, and allowance for credit losses of securities available for sale at September 30, 2024 and December 31, 2023, and the corresponding amounts of gross unrealized gains and losses (pre-tax) in AOCI, by security type.

(In thousands)

1 unchanged sentence

Losses Allowance for Credit Losses Fair Value

June 30, 2024

September 30, 2024

government and federal agency obligations $ 2,388,794 $ 31,425 $ ( 13,379 ) $ — $ 2,406,840

20 unchanged sentences

The following table presents proceeds from sales of securities and the components of investment securities gains and losses which have been recognized in earnings.

For the Six Months Ended June 30

For the Nine Months Ended September 30

(In thousands) 2024 2023

15 unchanged sentences

Losses realized on sales

( 1,601 ) ( 1,245 )

Fair value adjustments, net 20,205 16,946

Total investment securities gains (losses), net $ 6,846 $ 7,384

Net gains on investment securities for the six months ended June 30, 2024 were mainly comprised of net gains of $ 178.3 million on equity investments and net gains in fair value of $ 12.8 million recorded on private equity investments.

Net gains on investment securities for the nine months ended September 30, 2024 were mainly comprised of net gains of $ 178.1 million on equity investments and net gains in fair value of $ 20.2 million recorded on private equity investments.

These gains were largely offset by net losses of $ 192.9 million on sales of available for sale securities.

Subsequent to the successful close of the Exchange Offer in early May 2024, the Company approved and executed a plan to reposition a portion of its available for sale debt securities portfolio through the sale of securities with an amortized cost of $ 1.2 billion.

Subsequent to the successful close of the Exchange Offer in early May 2024, the Company approved and executed a plan to reposition a portion of its available for sale debt securities portfolio during the second quarter of 2024 through the sale of securities with an amortized cost of $ 1.2 billion.

The securities that the Company sold had a yield of approximately 2.1 %, which resulted in a loss of $ 179.1 million, and the Company reinvested $ 928.8 million of the proceeds into U.S.

1 unchanged sentence

Pledged securities

At June 30, 2024, securities totaling $ 6.5 billion in fair value were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowings at the FRB and FHLB, compared to $ 7.5 billion at December 31, 2023.

At September 30, 2024, securities totaling $ 6.2 billion in fair value were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowings at the FRB and FHLB, compared to $ 7.5 billion at December 31, 2023.

Except for obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeded 10 % of stockholders’ equity.

1 unchanged sentence

The following table presents information about the Company's intangible assets which have estimable useful lives.

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(In thousands)

4 unchanged sentences

Total $ 19,138 $ ( 9,016 ) $ — $ 10,122 $ 19,273 $ ( 8,694 ) $ — $ 10,579

Aggregate amortization expense on intangible assets was $ 320 thousand and $ 353 thousand for the three month periods ended June 30, 2024 and 2023, respectively, and $ 651 thousand and $ 709 thousand for the six month periods ended June 30, 2024 and 2023, respectively.

Aggregate amortization expense on intangible assets was $ 318 thousand and $ 344 thousand for the three month periods ended September 30, 2024 and 2023, respectively, and $ 969 thousand and $ 1.1 million for the nine month periods ended September 30, 2024 and 2023, respectively.

The following table shows the estimated annual amortization expense for the next five fiscal years.

This expense is based on existing asset balances and the interest rate environment as of June 30, 2024.

This expense is based on existing asset balances and the interest rate environment as of September 30, 2024.

The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the acquisition of intangible assets, changes in mortgage interest rates, prepayment rates and other market conditions.

(In thousands)

Changes in the carrying amount of goodwill and other intangible assets for the six month period ended June 30, 2024 are as follows:

Changes in the carrying amount of goodwill and other intangible assets for the nine month period ended September 30, 2024 are as follows:

(In thousands) Goodwill Easement Core Deposit Premium Mortgage Servicing Rights

3 unchanged sentences

Amortization — — ( 154 ) ( 815 )

Balance June 30, 2024 $ 146,539 $ 3,600 $ 352 $ 9,849

Goodwill allocated to the Company’s operating segments at June 30, 2024 and December 31, 2023 is shown below.

(In thousands) June 30, 2024 December 31, 2023

Balance September 30, 2024 $ 146,539 $ 3,600 $ 304 $ 9,818

Goodwill allocated to the Company’s operating segments at September 30, 2024 and December 31, 2023 is shown below.

(In thousands) September 30, 2024 December 31, 2023

Consumer segment $ 70,721 $ 70,721

9 unchanged sentences

Upon issuance of standby letters of credit, the Company recognizes a liability for the fair value of the obligation undertaken, which is estimated to be equivalent to the amount of fees received from the customer over the life of the agreement.

At June 30, 2024, that net liability was $ 3.6 million, which will be accreted into income over the remaining life of the respective commitments.

The contractual amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $ 633.6 million at June 30, 2024.

At September 30, 2024, that net liability was $ 3.9 million, which will be accreted into income over the remaining life of the respective commitments.

The contractual amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $ 627.0 million at September 30, 2024.

The Company periodically enters into credit risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties.

2 unchanged sentences

The third parties usually have other borrowing relationships with the Company.

The Company monitors overall borrower collateral and at June 30, 2024, believes sufficient collateral is available to cover potential swap losses.

The Company monitors overall borrower collateral and at September 30, 2024, believes sufficient collateral is available to cover potential swap losses.

The RPAs are carried at fair value throughout their term with all changes in fair value, including those due to a change in the third party’s creditworthiness, recorded in current earnings.

The terms of the RPAs, which correspond to the terms of the underlying swaps, range from 2 years to 15 years.

At June 30, 2024, the fair value of the Company's guarantee liabilities for RPAs was $ 83 thousand, and the notional amount of the underlying swaps was $ 455.7 million.

At September 30, 2024, the fair value of the Company's guarantee liabilities for RPAs was $ 141 thousand, and the notional amount of the underlying swaps was $ 434.4 million.

The maximum potential future payment guaranteed by the Company cannot be readily estimated but is dependent upon the fair value of the interest rate swaps at the time of default.

7 unchanged sentences

The following table provides the components of lease income.

For the Three Months Ended June 30 For the Six Months Ended June 30

For the Three Months Ended September 30 For the Nine Months Ended September 30

(in thousands) 2024 2023 2024 2023

3 unchanged sentences

Total lease income $ 13,658 $ 11,559 $ 40,105 $ 31,671

(a) Includes rent from Tower Properties Company, a related party, of $ 19 thousand for both of the three month periods ended June 30, 2024 and 2023, and $ 38 thousand for both the six month periods ended June 30, 2024 and 2023.

(a) Includes rent from Tower Properties Company, a related party, of $ 20 thousand and $ 19 thousand for the three month periods ended September 30, 2024 and 2023, respectively, and $ 58 thousand for both the nine month periods ended September 30, 2024 and 2023.

The amount of net pension cost is shown in the table below:

For the Three Months Ended June 30 For the Six Months Ended June 30

For the Three Months Ended September 30 For the Nine Months Ended September 30

(In thousands) 2024 2023 2024 2023

3 unchanged sentences

Amortization of prior service cost ( 45 ) ( 68 ) ( 136 ) ( 203 )

Amortization of unrecognized net loss 282 427 562 854

Amortization of unrecognized net loss (gain) 177 332 739 1,186

Net periodic pension cost $ 225 $ 495 $ 1,076 $ 1,759

All benefits accrued under the Company’s defined benefit pension plan have been frozen since January 1, 2011.

During the first six months of 2024, the Company made no funding contributions to its defined benefit pension plan and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets.

During the first nine months of 2024, the Company made no funding contributions to its defined benefit pension plan and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets.

Common Stock *

4 unchanged sentences

Nonvested share-based awards are further discussed in Note 13.

For the Three Months Ended June 30 For the Six Months Ended June 30

For the Three Months Ended September 30 For the Nine Months Ended September 30

(In thousands, except per share data) 2024 2023 2024 2023

15 unchanged sentences

Diluted income per common share $ 1.07 $ .92 $ 3.00 $ 2.80

Unexercised stock appreciation rights of 411 thousand and 450 thousand for the three month periods ended June 30, 2024 and 2023, respectively, and 382 thousand and 277 thousand for the six month periods ended June 30, 2024 and 2023, respectively, were excluded from the computation of diluted income per common share because their inclusion would have been anti-dilutive.

In the Annual Meeting of the Shareholders, held on April 19, 2023, a proposal to increase the shares of the Company's common stock authorized for issuance under its articles of incorporation was approved.

This approval increased the authorized shares from 140,000,000 to 190,000,000 .

Unexercised stock appreciation rights of 361 thousand and 565 thousand for the three month periods ended September 30, 2024 and 2023, respectively, and 391 thousand and 359 thousand for the nine month periods ended September 30, 2024 and 2023, respectively, were excluded from the computation of diluted income per common share because their inclusion would have been anti-dilutive.

* All prior year share and per share amounts in this note have been restated for the 5% common stock dividend distributed in December 2023.

11 unchanged sentences

Current period other comprehensive income (loss), net of tax 325,225 453 ( 11,170 ) 314,508

Balance June 30, 2024

Balance September 30, 2024

$ ( 589,776 ) $ ( 13,143 ) $ 26,015 $ ( 576,904 )

6 unchanged sentences

Current period other comprehensive income (loss), net of tax ( 72,440 ) 738 ( 34,968 ) ( 106,670 )

Balance June 30, 2023

Balance September 30, 2023

$ ( 1,197,355 ) $ ( 16,448 ) $ 20,269 $ ( 1,193,534 )

18 unchanged sentences

Consumer Commercial Wealth Other/Elimination Consolidated Totals

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Net interest income $ 130,309 $ 135,511 $ 20,966 $ ( 24,435 ) $ 262,351

4 unchanged sentences

Income before income taxes $ 61,087 $ 98,105 $ 42,894 $ ( 23,578 ) $ 178,508

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Net interest income $ 384,700 $ 387,387 $ 66,390 $ ( 64,878 ) $ 773,599

4 unchanged sentences

Income before income taxes $ 185,362 $ 278,595 $ 127,868 $ ( 86,169 ) $ 505,656

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Net interest income $ 135,632 $ 128,173 $ 23,389 $ ( 38,647 ) $ 248,547

4 unchanged sentences

Income before income taxes $ 71,201 $ 87,786 $ 39,854 $ ( 42,702 ) $ 156,139

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Net interest income $ 421,327 $ 393,318 $ 76,807 $ ( 141,744 ) $ 749,708

12 unchanged sentences

Included in this category’s net interest income are earnings of the investment portfolio, which are not allocated to a segment.

Additionally, in 2023, interest expense on the Company's brokered certificates of deposit was included in this column, as the Company's brokered certificates of deposit were not allocated to a segment.

There were no brokered certificates of deposit in 2024.

Additionally, interest expense on the Company's brokered certificates of deposit is included in this column, as the Company's brokered certificates of deposit are not allocated to a segment.

The performance measurement of the operating segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution.

3 unchanged sentences

These contractual amounts, along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a measure of loss exposure.

The Company's derivatives are accounted for as freestanding derivatives, and with the exception of the interest rate floors, changes in their fair value are recorded in current earnings.

The Company's derivatives are not accounted for as accounting hedges except for the interest rate floors, as discussed below.

(In thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Interest rate swaps $ 2,059,186 $ 2,166,393

15 unchanged sentences

The Company maintains debt ratings and capital well above these minimum requirements.

As of June 30, 2024, the Company held four interest rate floors indexed to 1-month SOFR to hedge the risk of declining interest rates on certain floating rate commercial loans.

As of September 30, 2024, the Company held four interest rate floors indexed to 1-month SOFR to hedge the risk of declining interest rates on certain floating rate commercial loans.

The floors have a combined notional value of $2.0 billion and are forward-starting.

8 unchanged sentences

The premium paid for the floors totaled $ 90.2 million.

The maximum length of time over which the Company is hedging its exposure to lower rates is approximately 7 years.

At September 30, 2024, the maximum length of time over which the Company is hedging its exposure to lower rates is approximately 6.8 years.

These interest rate floors qualified and were designated as cash flow hedges and were assessed for effectiveness using regression analysis.

The change in the fair value of these interest rate floors is recorded in AOCI, net of the amortization of the premiums paid, which are recorded against interest and fees on loans in the consolidated statements of income.

As of June 30, 2024, net deferred losses on the interest rate floors totaled $ 25.8 million (pre-tax) and were recorded in AOCI in the consolidated balance sheet.

As of June 30, 2024, it is expected that $ 10.7 million

(pre-tax) interest rate floor premium amortization will be reclassified from AOCI into earnings over the next 12 months for the outstanding interest rate floors.

As of September 30, 2024, net deferred gains on the interest rate floors totaled $ 117.8 thousand (pre-tax) and were recorded in AOCI in the consolidated balance sheet.

As of September 30,

2024, it is expected that $ 10.7 million (pre-tax) interest rate floor premium amortization will be reclassified from AOCI into earnings over the next 12 months for the outstanding interest rate floors.

During the year ended December 31, 2020, the Company monetized three interest rate floors that were previously classified as cash flow hedges with a combined notional balance of $ 1.5 billion and an asset fair value of $ 163.2 million.

As of June 30, 2024, the total realized gains on the monetized cash flow hedges remaining in AOCI was $ 40.1 million (pre-tax), which will be reclassified into interest income over the next 2.5 years.

The estimated amount of net gains related to the cash flow hedges remaining in AOCI at June 30, 2024 that is expected to be reclassified into income within the next 12 months is $ 21.2 million.

As of September 30, 2024, the total realized gains on the monetized cash flow hedges remaining in AOCI was $ 34.6 million (pre-tax), which will be reclassified into interest income over the next 2.2 years.

The estimated amount of net gains related to the cash flow hedges remaining in AOCI at September 30, 2024 that is expected to be reclassified into income within the next 12 months is $ 20.8 million.

The Company also contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated with certain interest rate swaps through risk participation agreements.

9 unchanged sentences

In prior years, certain collateral posted to and from the Company's clearing counterparty has been applied to the fair values of the cleared swap.

There was no reduction to positive or negative fair values of cleared swaps at June 30, 2024 and December 31, 2023.

There was no reduction to positive or negative fair values of cleared swaps at September 30, 2024 and December 31, 2023.

Asset Derivatives Liability Derivatives

June 30, 2024 Dec.

31, 2023 June 30, 2024 Dec.

30, 2024 Dec.

31, 2023 Sept.

30, 2024 Dec.

(In thousands )

19 unchanged sentences

(In thousands) Total Included Component Excluded Component Total Included Component Excluded Component

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Total $ 23,168 $ 13,673 $ 9,495 Total $ 2,816 $ 7,072 $ ( 4,256 )

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Total $ ( 6,199 ) $ 3,565 $ ( 9,764 ) Total $ 8,693 $ 21,369 $ ( 12,676 )

For the Three Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Total $ ( 29,007 ) $ — $ ( 29,007 ) Total $ 3,543 $ 7,459 $ ( 3,916 )

For the Six Months Ended June 30, 2023

For the Nine Months Ended September 30, 2023

Derivatives in cash flow hedging relationships:

3 unchanged sentences

Location of Gain or (Loss) Recognized in Consolidated Statements of Income Amount of Gain or (Loss) Recognized in Income on Derivatives

For the Three Months Ended June 30 For the Six Months Ended June 30

For the Three Months Ended September 30 For the Nine Months Ended September 30

(In thousands) 2024 2023 2024 2023

1 unchanged sentence

Interest rate swaps Other non-interest income $ 239 $ 365 $ 1,562 $ 2,861

Interest rate caps Other non-interest income — 23 — 23

Credit risk participation agreements Other non-interest income — 123 ( 214 ) 107

7 unchanged sentences

Also shown is collateral received or pledged in the form of other financial instruments, which is generally cash or marketable securities.

The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after netting is applied);

The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after

netting is applied);

thus, amounts of excess collateral are not shown.

9 unchanged sentences

Pledged Net Amount

June 30, 2024

September 30, 2024

Derivatives subject to master netting agreements

29 unchanged sentences

(In thousands) Gross Amount Recognized Gross Amounts Offset in the Balance Sheet Net Amounts Presented in the Balance Sheet Financial Instruments Available for Offset Securities Collateral Received/Pledged Unsecured Amount

June 30, 2024

September 30, 2024

Total resale agreements, subject to master netting arrangements

7 unchanged sentences

2,647,510 — 2,647,510 — ( 2,647,510 ) —

The table below shows the remaining contractual maturities of repurchase agreements outstanding at June 30, 2024 and December 31, 2023, in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings.

The table below shows the remaining contractual maturities of repurchase agreements outstanding at September 30, 2024 and December 31, 2023, in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings.

Remaining Contractual Maturity of the Agreements

(In thousands) Overnight and continuous Up to 90 days Greater than 90 days Total

June 30, 2024

September 30, 2024

Repurchase agreements, secured by:

18 unchanged sentences

Historically, most of the awards have been issued during the first quarter of each year.

The stock-based compensation expense charged against income was $ 4.2 million and $ 3.9 million in the three months ended June 30, 2024 and 2023 respectively, and $ 8.5 million and $ 8.3 million in the six months ended June 30, 2024 and 2023, respectively.

The stock-based compensation expense charged against income was $ 4.3 million in the three months ended September 30, 2024 and 2023 respectively, and $ 12.7 million and $ 12.6 million in the nine months ended September 30, 2024 and 2023, respectively.

Nonvested stock awards granted generally vest in 4 to 7 years and contain restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period.

Dividend and voting rights are conferred upon grant.

A summary of the status of the Company’s nonvested share awards as of June 30, 2024, and changes during the six month period then ended, is presented below.

A summary of the status of the Company’s nonvested share awards as of September 30, 2024, and changes during the nine month period then ended, is presented below.

Shares Weighted Average Grant Date Fair Value

3 unchanged sentences

Forfeited ( 43,968 ) 59.06

Nonvested at June 30, 2024 1,210,714 $ 58.03

Nonvested at September 30, 2024 1,196,278 $ 58.13

SARs are granted with exercise prices equal to the market price of the Company’s stock at the date of grant.

7 unchanged sentences

Expected term

A summary of SAR activity during the first six months of 2024 is presented below.

A summary of SAR activity during the first nine months of 2024 is presented below.

(Dollars in thousands, except per share data)

7 unchanged sentences

Exercised ( 232,179 ) 37.82

Outstanding at June 30, 2024

Outstanding at September 30, 2024

896,302 $ 50.05 5.3 years $ 9,399

1 unchanged sentence

Revenue from contracts with customers, Accounting Standard Codification 606 ("ASC 606"), requires revenue recognition for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

For the six months ended June 30, 2024, approximately 63 % of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance.

For the nine months ended September 30, 2024, approximately 63 % of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance.

Of the remaining revenue, those items that were subject to this guidance mainly included fees for bank card, trust, deposit account services and consumer brokerage services.

The following table disaggregates revenue from contracts with customers by major product line.

Three Months Ended June 30 Six Months Ended June 30

Three Months Ended September 30 Nine Months Ended September 30

(In thousands) 2024 2023 2024 2023

12 unchanged sentences

All trust fees and nearly all consumer brokerage services income were earned in the Wealth segment.

The following table presents the opening and closing receivable balances for the six month periods ended June 30, 2024 and 2023 for the Company’s significant revenue from contracts with customers.

(In thousands) June 30, 2024 December 31, 2023 June 30, 2023 December 31, 2022

The following table presents the opening and closing receivable balances for the nine month periods ended September 30, 2024 and 2023 for the Company’s significant revenue from contracts with customers.

(In thousands) September 30, 2024 December 31, 2023 September 30, 2023 December 31, 2022

Bank card transaction fees $ 15,701 $ 18,069 $ 15,160 $ 17,254

20 unchanged sentences

Instruments Measured at Fair Value on a Recurring Basis

The table below presents the June 30, 2024 and December 31, 2023 carrying values of assets and liabilities measured at fair value on a recurring basis.

There were no transfers among levels during the first six months of 2024 or the year ended December 31, 2023.

The table below presents the September 30, 2024 and December 31, 2023 carrying values of assets and liabilities measured at fair value on a recurring basis.

There were no transfers among levels during the first nine months of 2024 or the year ended December 31, 2023.

Fair Value Measurements Using

2 unchanged sentences

(Level 2) Significant Unobservable Inputs

June 30, 2024

September 30, 2024

Residential mortgage loans held for sale $ 1,605 $ — $ 1,605 $ —

45 unchanged sentences

State and Municipal Obligations Private Equity

For the three months ended June 30, 2024

Balance March 31, 2024 $ 956 $ 183,706 $ 184,662

For the three months ended September 30, 2024

Balance June 30, 2024 $ 953 $ 178,321 $ 179,274

Total gains or losses (realized/unrealized):

1 unchanged sentence

Included in other comprehensive income * ( 2 ) — ( 2 )

Discount accretion 1 — 1

Purchases of private equity investments — 375 375

1 unchanged sentence

Capitalized interest/dividends — ( 12 ) ( 12 )

Balance at June 30, 2024 $ 953 $ 178,321 $ 179,274

Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2024

Balance at September 30, 2024 $ 951 $ 170,973 $ 171,924

Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2024

$ — $ 7,428 $ 7,428

*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2024

*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2024

$ ( 2 ) $ — $ ( 2 )

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Balance January 1, 2024

7 unchanged sentences

Capitalized interest/dividends — ( 118 ) ( 118 )

Balance at June 30, 2024 $ 953 $ 178,321 $ 179,274

Total gains or losses for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2024

Balance at September 30, 2024 $ 951 $ 170,973 $ 171,924

Total gains or losses for the nine months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2024

$ — $ 10,480 $ 10,480

*Total gains or losses for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2024

*Total gains or losses for the nine months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2024

Fair Value Measurements Using

2 unchanged sentences

State and Municipal Obligations Private Equity

For the three months ended June 30, 2023

Balance at March 31, 2023

For the three months ended September 30, 2023

Balance at June 30, 2023

$ 920 $ 172,732 $ 173,652

2 unchanged sentences

Included in other comprehensive income * 18 — 18

Discount accretion 1 — 1

Purchases of private equity investments — 224 224

Balance at June 30, 2023 $ 920 $ 172,732 $ 173,652

Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023

Sale/pay down of private equity investments — ( 13,342 ) ( 13,342 )

Capitalized interest/dividends — 327 327

Balance at September 30, 2023 $ 938 $ 165,322 $ 166,260

Total gains or losses for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2023

$ — $ 5,605 $ 5,605

*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023

For the six months ended June 30, 2023

*Total gains or losses for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2023

$ 17 $ — $ 17

For the nine months ended September 30, 2023

Balance January 1, 2023

7 unchanged sentences

Sale/pay down of private equity investments — ( 40,834 ) ( 40,834 )

Balance at June 30, 2023 $ 920 $ 172,732 $ 173,652

Total gains or losses for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023

Capitalized interest/dividends — 327 327

Balance at September 30, 2023 $ 938 $ 165,322 $ 166,260

Total gains or losses for the nine months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2023

$ — $ 17,446 $ 17,446

*Total gains or losses for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2023

*Total gains or losses for the nine months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at September 30, 2023

$ 27 $ — $ 27

2 unchanged sentences

(In thousands) Investment Securities Gains (Losses), Net

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Total gains or losses included in earnings $ 7,428

Change in unrealized gains or losses relating to assets still held at June 30, 2024

For the six months ended June 30, 2024

Change in unrealized gains or losses relating to assets still held at September 30, 2024

For the nine months ended September 30, 2024

Total gains or losses included in earnings $ 20,205

Change in unrealized gains or losses relating to assets still held at June 30, 2024

For the three months ended June 30, 2023

Change in unrealized gains or losses relating to assets still held at September 30, 2024

For the three months ended September 30, 2023

Total gains or losses included in earnings $ 5,605

Change in unrealized gains or losses relating to assets still held at June 30, 2023

For the six months ended June 30, 2023

Change in unrealized gains or losses relating to assets still held at September 30, 2023

For the nine months ended September 30, 2023

Total gains or losses included in earnings $ 16,946

Change in unrealized gains or losses relating to assets still held at June 30, 2023

Change in unrealized gains or losses relating to assets still held at September 30, 2023

Level 3 Inputs

The Company's Level 3 measurements at June 30, 2024, which employ unobservable inputs that are readily quantifiable, pertain to investments in portfolio concerns held by the Company's private equity subsidiaries.

The Company's Level 3 measurements at September 30, 2024, which employ unobservable inputs that are readily quantifiable, pertain to investments in portfolio concerns held by the Company's private equity subsidiaries.

Information about these inputs is presented in the table below.

4 unchanged sentences

Instruments Measured at Fair Value on a Nonrecurring Basis

For assets measured at fair value on a nonrecurring basis during the first six months of 2024 and 2023, and still held as of June 30, 2024 and 2023, the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation inputs used to determine each adjustment, and the carrying value of the related individual assets or portfolios at June 30, 2024 and 2023.

For assets measured at fair value on a nonrecurring basis during the first nine months of 2024 and 2023, and still held as of September 30, 2024 and 2023, the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation inputs used to determine each adjustment, and the carrying value of the related individual assets or portfolios at September 30, 2024 and 2023.

Fair Value Measurements Using

3 unchanged sentences

Significant Unobservable Inputs

Total Gains (Losses) Recognized During the Six Months Ended June 30

June 30, 2024

Total Gains (Losses) Recognized During the Nine Months Ended September 30

September 30, 2024

Collateral dependent loans $ 14,872 $ — $ — $ 14,872 $ ( 2,646 )

Equity securities 58,376 — 57,185 1,191 58,241

June 30, 2023

September 30, 2023

Collateral dependent loans $ 4,029 $ — $ — $ 4,029 $ ( 2,059 )

Long- lived assets 1,894 — — 1,894 ( 164 )

Fair Value of Financial Instruments

5 unchanged sentences

Changes in assumptions could significantly affect the estimates.

The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement within the valuation hierarchy are as follows at June 30, 2024 and December 31, 2023:

Carrying Amount Estimated Fair Value at June 30, 2024

The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement within the valuation hierarchy are as follows at September 30, 2024 and December 31, 2023:

Carrying Amount Estimated Fair Value at September 30, 2024

(In thousands)

15 unchanged sentences

Investment securities 9,475,131 2,455,102 6,802,535 217,494 9,475,131

Federal funds sold 10 10 — — 10

Securities purchased under agreements to resell 475,000 — — 488,935 488,935

50 unchanged sentences

Legal and Regulatory Proceedings

The Company has various legal proceedings pending at June 30, 2024, arising in the normal course of business.

The Company has various legal proceedings pending at September 30, 2024, arising in the normal course of business.

While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at early stages of the legal process.

2 unchanged sentences

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 1. Financial Statements