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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023, or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              

Commission File No. 001-39680
FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
Pennsylvania23-2195389
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
One Penn SquareP. O. Box 4887Lancaster,Pennsylvania17604
(Address of principal executive offices)(Zip Code)
(717) 291-2411
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $2.50FULTThe Nasdaq Stock Market, LLC
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
FULTPThe Nasdaq Stock Market, LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common Stock, $2.50 Par Value – 164,029,208 shares outstanding as of July 28, 2023.
1


FULTON FINANCIAL CORPORATION
FORM 10-Q FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2023
INDEX
 
DescriptionPage
Glossary of Terms
PART I. FINANCIAL INFORMATION
(a)
(b)
(c)
(d)
(e)
(f)
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Defaults Upon Senior Securities - (not applicable)
Item 4. Mine Safety Disclosures - (not applicable)
Item 5. Other Information
Note: Some numbers contained in the document may not sum due to rounding
2


GLOSSARY OF DEFINED ACRONYMS AND TERMS
2023 Repurchase ProgramThe authorization to repurchase up to $100 million of the Corporation's common stock commencing January 1, 2023 and expiring December 31, 2023
ACLAllowance for credit losses
AFSAvailable for sale
ALCOAsset/Liability Management Committee
AOCIAccumulated other comprehensive (loss) income
ASCAccounting Standards Codification
ASUAccounting Standards Update
BHCABank Holding Company Act of 1956, as amended
bp or bpsBasis point(s)
Capital RulesRegulatory capital requirements applicable to the Corporation and Fulton Bank
Corporation or CompanyFulton Financial Corporation
COVID-19Coronavirus
Directors' PlanAmended and Restated Directors’ Equity Participation Plan
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
Employee Equity Plan2022 Amended and Restated Equity and Cash Incentive Compensation Plan
ETREffective tax rate
Exchange ActSecurities Exchange Act of 1934
FASBFinancial Accounting Standards Board
FDICFederal Deposit Insurance Corporation
Fed Funds RateTarget federal funds rate
Federal Reserve BoardBoard of Governors of the Federal Reserve System
FHLBFederal Home Loan Bank
FOMCFederal Open Market Committee
Foreign Currency Nostro AccountsForeign currency with international correspondent banks
FRBFederal Reserve Bank
FTEFully taxable-equivalent
Fulton Bank or the BankFulton Bank, N.A.
GAAPU.S. generally accepted accounting principles
HTMHeld to maturity
LIBORLondon Interbank Offered Rate
Management's DiscussionManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Merger
The acquisition by the Corporation of Prudential Bancorp that was completed effective as of July 1, 2022
Merger ConsiderationFor each share of Prudential Bancorp common stock, $3.65 in cash and 0.7974 of a share of the Corporation's common stock, with cash paid in lieu of each fractional share of the Corporation's common stock that would otherwise be issued, determined by multiplying such fractional share amount by $18.25
MSRsMortgage servicing rights
Net loansLoan and lease receivables (net of unearned income)
NIMNet interest margin
N/MNot meaningful
OBSOff-balance-sheet
OCIOther comprehensive income
OREOOther real estate owned
Pension PlanDefined Benefit Pension Plan
3


Postretirement PlanPostretirement Benefits Plan
PPPPaycheck Protection Program
Prudential BancorpPrudential Bancorp, Inc.
PSUPerformance-based restricted stock unit
RSURestricted stock unit
SBASmall Business Administration
SECUnited States Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
TCITax credit investment
TDRTroubled debt restructuring
TruPSTrust Preferred Securities


FORWARD-LOOKING STATEMENTS

The Corporation has made, and may continue to make, certain forward-looking statements with respect to its financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation's future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation's business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, the statements are based on current beliefs, expectations and assumptions regarding the future of the Corporation's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation's control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could affect future financial results including, without limitation:

•the impact of adverse conditions in the economy and financial markets on the performance of the Corporation's loan portfolio and demand for the Corporation's products and services;
•the potential impacts of recent events affecting the financial services industry on the Corporation, including increased competition for, and costs of, deposits and other funding sources, more stringent regulatory requirements relating to liquidity and interest rate risk management and capital adequacy and increased FDIC insurance expenses;
•the effects of actions by the federal government, including those of the Federal Reserve Board and other government agencies, that impact the money supply and market interest rates;
•the effects of market interest rates, and the relative balances of interest rate-sensitive assets to interest rate-sensitive liabilities, on net interest margin and net interest income;
•the effects of changes in interest rates on demand for the Corporation's products and services;
•the replacement of LIBOR as a benchmark reference rate;
•investment securities gains and losses, including other-than-temporary declines in the value of securities which may result in charges to earnings;
•the effects of changes in interest rates or disruptions in liquidity markets on the Corporation's sources of funding;
•capital and liquidity strategies, including the Corporation's ability to comply with applicable capital and liquidity requirements, and the Corporation's ability to generate capital internally or raise capital on favorable terms;
•the effects of competition on deposit rates and growth, loan rates and growth and NIM;
•possible goodwill impairment charges;
4


•the impact of operational risks, including the risk of human error, inadequate or failed internal processes and systems, computer and telecommunications systems failures, faulty or incomplete data and an inadequate risk management framework;
•the loss of, or failure to safeguard, confidential or proprietary information;
•the Corporation's failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks;
•the impact of failures from third-party vendors upon which the Corporation relies to perform in accordance with contractual arrangements and the effects of concerns about other financial institutions on the Corporation;
•the potential to incur losses in connection with repurchase and indemnification payments related to sold loans;
•the potential effects of climate change on the Corporation's business and results of operations;
•increases in non-performing assets, which may require the Corporation to increase the allowance for credit losses, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;
•the determination of the ACL, which depends significantly upon assumptions and judgments with respect to a variety of factors, including the performance of the loan portfolio, the weighted-average remaining lives of different classifications of loans within the loan portfolio and current and forecasted economic conditions, among other factors;
•the effects of the extensive level of regulation and supervision to which the Corporation and Fulton Bank are subject;
•changes in regulation and government policy, which could result in significant changes in banking and financial services regulation;
•the continuing impact of the Dodd-Frank Act on the Corporation's business and results of operations;
•the potential for negative consequences resulting from regulatory violations, investigations and examinations, including potential supervisory actions, the assessment of fines and penalties, the imposition of sanctions, the need to undertake remedial actions and possible damage to the Corporation's reputation;
•the effects of adverse outcomes in litigation and governmental or administrative proceedings;
•the effects of changes in U.S. federal, state or local tax laws;
•the effects of the significant amounts of time and expense associated with regulatory compliance and risk management;
•completed and potential acquisitions may affect costs and the Corporation may not be able to successfully integrate the acquired business or realize the anticipated benefits from such acquisitions;
•geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, including the war between Russia and Ukraine, which could impact business and economic conditions in the United States and abroad;
•public health crises and pandemics, including COVID-19 and their effects on the economic and business environments in which the Corporation operates, including on the Corporation's credit quality and business operations, as well as the impact on general economic and financial market conditions;
•the Corporation's ability to achieve its growth plans;
•the Corporation's ability to attract and retain talented personnel;
•the effects of competition from financial service companies and other companies offering bank services;
•the Corporation's ability to keep pace with technological changes;
•the Corporation's reliance on its subsidiaries for substantially all of its revenues and its ability to pay dividends or other distributions;
•the effects of negative publicity on the Corporation's reputation; and
•other factors that may affect future results of the Corporation.

5



Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS 
(dollars in thousands, except per-share data)
June 30, 2023December 31,
2022
(unaudited)
ASSETS
Cash and due from banks$123,779 $126,898 
Interest-bearing deposits with other banks380,923 555,023 
        Cash and cash equivalents 504,702 681,921 
FRB and FHLB stock124,218 130,186 
Loans held for sale14,673 7,264 
Investment securities
AFS, at estimated fair value2,572,721 2,646,767 
HTM, at amortized cost1,294,613 1,321,256 
Net loans21,044,685 20,279,547 
Less: ACL - loans(287,442)(269,366)
Loans, net20,757,243 20,010,181 
Net premises and equipment216,322 225,141 
Accrued interest receivable96,991 91,579 
Goodwill and net intangible assets561,885 560,824 
Other assets1,259,795 1,256,583 
Total Assets$27,403,163 $26,931,702 
LIABILITIES
Deposits:
Noninterest-bearing$5,865,855 $7,006,388 
Interest-bearing15,340,685 13,643,150 
Total Deposits21,206,540 20,649,538 
Borrowings:
Federal funds purchased555,000 191,000 
Federal Home Loan Bank advances1,165,000 1,250,000 
Senior debt and subordinated debt539,994 539,634 
Other borrowings 459,120 890,573 
Total borrowings2,719,114 2,871,207 
Accrued interest payable24,101 10,185 
Other liabilities811,256 821,015 
Total Liabilities$24,761,011 $24,351,945 
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 10.0 million shares authorized; Series A, 0.2 million shares authorized and issued as of June 30, 2023 and December 31, 2022, liquidation preference of $1,000 per share
192,878 192,878 
Common stock, $2.50 par value, 600.0 million shares authorized, 225.7 million shares issued as of June 30, 2023 and 224.6 million issued as of December 31, 2022
564,137 561,511 
Additional paid-in capital1,545,706 1,541,840 
Retained earnings1,542,163 1,450,758 
Accumulated other comprehensive (loss) income(379,286)(385,476)
Treasury stock, at cost, 59.6 million shares as of June 30, 2023 and 57.0 million shares as of December 31, 2022
(823,446)(781,754)
Total Shareholders' Equity2,642,152 2,579,757 
Total Liabilities and Shareholders' Equity$27,403,163 $26,931,702 
See Notes to Consolidated Financial Statements
6


CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except per-share data)Three months ended June 30Six months ended June 30
 2023202220232022
Interest Income
Loans, including fees$284,690 $164,171 $545,341 $313,908 
Investment securities25,362 24,144 50,883 46,497 
Other interest income4,860 1,984 8,508 2,895 
Total Interest Income314,912 190,299 604,732 363,300 
Interest Expense
Deposits69,799 5,796 111,420 11,401 
Federal funds purchased9,112 12 15,147 12 
Federal Home Loan Bank advances11,826 — 27,299 — 
Senior debt and subordinated debt5,344 5,468 10,689 11,426 
Other borrowings and interest-bearing liabilities5,979 192 11,738 320 
Total Interest Expense102,060 11,468 176,293 23,159 
Net Interest Income212,852 178,831 428,439 340,141 
Provision for credit losses9,747 1,500 34,291 (5,450)
Net Interest Income After Provision for Credit Losses203,105 177,331 394,148 345,591 
Non-Interest Income
Wealth management18,678 18,274 36,740 37,702 
Commercial banking23,145 20,359 40,658 36,367 
Consumer banking11,720 12,472 22,937 24,146 
Mortgage banking2,940 3,768 4,910 8,344 
Other4,106 3,510 7,075 7,061 
Non-Interest Income Before Investment Securities Gains60,589 58,383 112,320 113,620 
Investment securities gains, net(4)8 19 27 
Total Non-Interest Income60,585 58,391 112,339 113,647 
Non-Interest Expense
Salaries and employee benefits94,102 85,404 183,385 169,868 
Data processing and software16,776 14,685 32,571 29,000 
Net occupancy14,374 13,587 28,812 28,109 
Other outside services10,834 8,764 20,960 16,931 
FDIC insurance4,895 2,961 9,690 6,170 
State taxes3,939 3,568 7,418 6,605 
Equipment 3,530 3,422 6,920 6,845 
Professional fees1,829 2,013 4,221 3,805 
Marketing1,655 1,326 3,541 2,646 
Intangible amortization1,072 177 1,746 353 
Merger-related expenses— 1,027 — 1,428 
Other15,012 12,796 28,372 23,948 
Total Non-Interest Expense168,018 149,730 327,636 295,708 
Income Before Income Taxes95,672 85,992 178,851 163,530 
Income taxes16,065 16,003 30,931 29,253 
Net Income79,607 69,989 147,920 134,277 
Preferred stock dividends(2,562)(2,562)(5,124)(5,124)
Net Income Available to Common Shareholders$77,045 $67,427 $142,796 $129,153 
PER SHARE:
Net income available to common shareholders (basic)$0.46 $0.42 $0.86 $0.80 
Net income available to common shareholders (diluted)0.46 0.42 0.85 0.80 
Cash dividends0.16 0.15 0.31 0.30 
See Notes to Consolidated Financial Statements
7


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(dollars in thousands)
 Three months ended June 30Six months ended June 30
 2023202220232022
 
Net Income$79,607 $69,989 $147,920 $134,277 
Other Comprehensive Income/(Loss), net of tax:
Unrealized gains (losses) on AFS investment securities
Unrealized gains (losses) on securities(31,219)(88,352)1,422 (242,211)
Reclassification adjustment for securities net change included in net income(3)6 14 21 
Amortization of net unrealized gains (losses) on AFS securities transferred to HTM1,501 (48,113)2,979 (47,677)
         Net unrealized gains (losses) on AFS investment securities(29,721)(136,459)4,415 (289,867)
Unrealized gains (losses) on interest rate derivatives used in cash flow hedges
         Net unrealized holding losses arising during the period(5,586)(8,586)(12,406)(39,962)
Reclassification adjustment for net change realized in net income7,010 (335)14,153 (1,842)
 Net unrealized gains (losses) on interest rate derivatives used in cash flow hedges1,424 (8,921)1,747 (41,804)
Defined benefit pension plan and postretirement benefits
Amortization of net unrecognized pension and postretirement items3 25 28 50 
Other Comprehensive Income (Loss)(28,294)(145,355)6,190 (331,621)
Total Comprehensive Income (Loss)$51,313 $(75,366)$154,110 $(197,344)
See Notes to Consolidated Financial Statements

8


CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
(dollars in thousands, except per-share data)
 Preferred StockCommon StockAdditionalRetained
Earnings		Accumulated Other Comprehensive
Income (Loss)		Treasury
Stock		Total
 SharesAmountSharesAmountPaid-in
Capital
Three months ended June 30, 2023
Balance at March 31, 2023200 $192,878 165,396 $561,853 $1,544,758 $1,491,701 $(350,992)$(821,200)$2,618,998 
Net income79,607 79,607 
Other comprehensive loss(28,294)(28,294)
Common stock issued701 2,284 (1,623)(2,246)(1,585)
Stock-based compensation awards2,571 2,571 
Preferred stock dividend(2,562)(2,562)
Common stock dividends - $0.16 per share
(26,583)(26,583)
Balance at June 30, 2023200 $192,878 166,097 $564,137 $1,545,706 $1,542,163 $(379,286)$(823,446)$2,642,152 
Three months ended June 30, 2022
Balance at March 31, 2022200 $192,878 160,669 $560,045 $1,524,110 $1,320,076 $(158,855)$(868,719)$2,569,535 
Net income69,989 69,989 
Other comprehensive loss(145,355)(145,355)
Common stock issued388 1,136 (94)(1,137)(95)
Stock-based compensation awards3,740 3,740 
Preferred stock dividend(2,562)(2,562)
Common stock dividends - $0.15 per share
(24,159)(24,159)
Balance at June 30, 2022200 $192,878 161,057 $561,181 $1,527,756 $1,363,344 $(304,210)$(869,856)$2,471,093 
Six months ended June 30, 2023
Balance at December 31, 2022200 $192,878 167,599 $561,511 $1,541,840 $1,450,758 $(385,476)$(781,754)$2,579,757 
Net income147,920 147,920 
Other comprehensive income6,190 6,190 
Common stock issued910 2,626 (374)(1,243)1,009 
Stock-based compensation awards4,240 4,240 
Acquisition of treasury stock(2,412)(40,449)(40,449)
Preferred stock dividend(5,124)(5,124)
Common stock dividends - $0.31 per share
(51,391)(51,391)
Balance at June 30, 2023200 $192,878 166,097 $564,137 $1,545,706 $1,542,163 $(379,286)$(823,446)$2,642,152 
Six months ended June 30, 2022
Balance at December 31, 2021200 $192,878 160,490 $559,766 $1,519,873 $1,282,383 $27,411 $(869,631)$2,712,680 
Net income134,277 134,277 
Other comprehensive loss(331,621)(331,621)
Common stock issued567 1,415 1,508 (225)2,698 
Stock-based compensation awards6,375 6,375 
Preferred stock dividend(5,124)(5,124)
Common stock dividends - $0.30 per share
(48,192)(48,192)
Balance at June 30, 2022200 $192,878 161,057 $561,181 $1,527,756 $1,363,344 $(304,210)$(869,856)$2,471,093 
See Notes to Consolidated Financial Statements

9


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)Six months ended June 30
 20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$147,920 $134,277 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses34,291 (5,450)
Depreciation and amortization of premises and equipment14,675 14,963 
Net amortization of investment securities premiums5,829 7,027 
Investment securities gains, net(19)(27)
Gain on sales of mortgage loans held for sale(2,277)(5,568)
Proceeds from sales of mortgage loans held for sale132,609 297,511 
Originations of mortgage loans held for sale(137,741)(273,704)
Intangible amortization1,746 353 
Amortization of issuance costs and discounts on long-term borrowings360 379 
Stock-based compensation4,240 6,375 
Net change in deferred federal income tax19,232 (96,703)
Net change in accrued salaries and benefits(12,163)1,274 
Net change in life insurance cash surrender value(20,433)(28,742)
Other changes, net28,641 (67,652)
Total adjustments68,990 (149,964)
Net cash provided by (used in) operating activities216,910 (15,687)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of AFS securities 80,666 109,252 
Proceeds from principal repayments and maturities of AFS securities 55,102 316,037 
Proceeds from principal repayments and maturities of HTM securities29,815 67,230 
Purchase of AFS securities(64,996)(501,642)
Purchase of HTM securities — (9,541)
Net change in FRB and FHLB stock 5,968 (4,511)
Net change of federal funds sold— (30,500)
Net change in loans(781,310)(590,797)
Net purchases of premises and equipment(11,019)(6,245)
Settlement of Bank Owned Life Insurance45 — 
Net change in tax credit investments(18,436)(18,735)
Net cash used in investing activities(704,165)(669,452)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand and savings deposits(796,291)(253,864)
Net change in time deposits and broker deposits1,353,293 (175,769)
Net change in other borrowings(152,453)39,967 
Repayments of senior debt and subordinated debt— (65,140)
Net proceeds from issuance of common stock1,009 2,698 
Dividends paid(55,073)(51,693)
Acquisition of treasury stock(40,449)— 
Net cash provided by (used in) financing activities310,036 (503,801)
Net decrease in Cash and Cash Equivalents (177,219)(1,188,940)
Cash and Cash Equivalents at Beginning of Period681,921 1,638,614 
Cash and Cash Equivalents at End of Period$504,702 $449,674 
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest$162,377 $24,149 
Income taxes15,183 15,692 
Supplemental Schedule of Certain Noncash Activities:
Transfer of AFS securities to HTM securities$— $479,008 
See Notes to Consolidated Financial Statements
10


FULTON FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 – Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of the Corporation have been prepared in conformity with GAAP for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the financial statements as well as revenues and expenses during the period. Actual results could differ from those estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The Corporation evaluates subsequent events through the date of filing of this Form 10-Q with the SEC.

Significant Accounting Policies:

The significant accounting policies used in preparation of the Consolidated Financial Statements are disclosed in the Corporation's 2022 Annual Report on Form 10-K. Those significant accounting policies are unchanged at June 30, 2023 except for the following:

Effective January 1, 2023, the Corporation adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which updated the guidance on modifications to financing receivables by effectively replacing the concept of troubled debt restructurings with a new concept, loan modifications to borrowers experiencing financial difficulty. See Note 5 for further detail. Below is a summary of the policy surrounding loan modifications to borrowers experiencing financial difficulty.

A loan modified for a borrower experiencing financial difficulty includes one or more of the following concessions: a reduction of the stated interest rate of the loan, an extension of the term or amortization period of the loan, a more than insignificant payment delay or principal forgiveness of the loan.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL, a change to the ACL is generally not recorded upon modification. When principal forgiveness is provided, the amortized cost basis of the forgiven portion of the loan is written off against the ACL. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis of the loan and a corresponding adjustment to the ACL.

Recently Adopted Accounting Standards

In March 2022, FASB issued ASU 2022-01 Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method ("ASU 2022-01"). This update addresses questions regarding the last-of-layer method arising from the issuance of ASU 2017-12 and permits more flexibility in hedging interest rate risk for both variable-rate and fixed-rate financial instruments and introduces the ability to hedge risk components for non-financial hedges. The Corporation adopted ASU 2022-01 on January 1, 2023 and it did not have a material impact on its consolidated financial statements.

In March 2022, FASB issued ASU 2022-02. This update reduces the complexity of accounting for TDRs by eliminating certain accounting guidance, enhancing disclosures and improving the consistency of vintage disclosures. The Corporation adopted ASU 2022-02 on January 1, 2023 and it did not have a material impact on its consolidated financial statements.

In September 2022, FASB issued ASU 2022-04 Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ("ASU 2022-04"). This update enhances transparency in the disclosure of supplier finance programs, which previously had no explicit requirements under GAAP. The Corporation adopted ASU 2022-04 on January 1, 2023 and it did not have a material impact on its consolidated financial statements.

In December 2022, FASB issued ASU 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This update extends the sunset provision date of ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of
11


Reference Rate Reform on Financial Reporting ("ASU 2020-04") to December 31, 2024. The Corporation will adopt ASU 2020-04 on January 1, 2025. The Corporation does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

In March 2023, FASB issued ASU 2023-02 Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method ("ASU 2023-02"). This update allows any tax credit program that meets certain criteria to use the proportional amortization method. The Corporation early adopted ASU 2023-02 using the modified retrospective method effective upon issuance, and it did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In June 2022, FASB issued ASU 2022-03 Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). This update clarifies how the fair value of equity securities subject to contractual sale restrictions is determined and requires additional qualitative and quantitative disclosures for equity securities with contractual sale restrictions. The Corporation will adopt ASU 2022-03 on January 1, 2024. The Corporation does not expect the adoption of ASU 2022-03 to have a material impact on its consolidated financial statements.

In March 2023, FASB issued ASU 2023-01 Leases (Topic 842): Common Control Arrangements ("ASU 2023-01"). This update clarifies guidance for leases between related parties under common control. The Corporation will adopt ASU 2023-01 on January 1, 2024. The Corporation does not expect the adoption of ASU 2023-01 to have a material impact on its consolidated financial statements.

Reclassifications

Certain amounts in the 2022 consolidated financial statements and notes have been reclassified to conform to the 2023 presentation.
NOTE 2 – Business Combinations

On July 1, 2022, the Corporation completed its acquisition of Prudential Bancorp, a Pennsylvania chartered bank holding company headquartered in Philadelphia, Pennsylvania that primarily served the Greater Philadelphia region. On that date, the Corporation acquired 100% of the outstanding common stock of Prudential Bancorp, Prudential Bancorp was merged with and into the Corporation, and Prudential Bancorp's wholly owned subsidiary, Prudential Bank, became a wholly owned subsidiary of the Corporation. The Corporation merged Prudential Bank with and into Fulton Bank in the fourth quarter of 2022. Results of the operations of the acquired entity were included in the Corporation's consolidated financial statements beginning on July 1, 2022. As a result of the Merger, the Corporation enhanced its presence in Philadelphia, Pennsylvania, expanded its customer base and leveraged operating costs through economies of scale.

In accordance with the terms of the definitive merger agreement, each share of Prudential Bancorp's common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Merger Consideration. In the aggregate, approximately eighty percent (80%) of the Merger Consideration consisted of the Corporation's common stock with the remaining approximately twenty percent (20%) paid in cash. The receipt of the Corporation’s common stock in the Merger qualified as a tax-free exchange for Prudential Bancorp shareholders.

The acquisition of Prudential Bancorp was accounted for as a business combination using the acquisition method of accounting, and accordingly, the assets acquired, the liabilities assumed, and consideration transferred were recorded at their estimated fair values as of the Merger. The $19.1 million excess of the Merger Consideration over the fair value of assets acquired was recorded as goodwill and is not amortizable or deductible for tax purposes.











12


The following table summarizes the consideration transferred and the fair values of identifiable assets acquired and liabilities assumed on July 1, 2022:
Fair Value
(dollars in thousands, except share data)
Consideration transferred:
 Common stock shares issued (6,208,516)
$89,713 
Cash paid to Prudential Bancorp shareholders29,343 
     Value of consideration119,056 
Assets acquired:
     Cash and due from banks7,533 
     Investment securities287,126 
     Loans554,091 
     Premises and equipment8,574 
     Other assets73,303 
          Total assets930,627 
Liabilities assumed:
     Deposits532,170 
Borrowings(1)
284,000 
     Other liabilities14,482 
          Total liabilities830,652 
Net assets acquired:99,975 
Goodwill resulting from the Merger$19,081 
(1) Included a $30.5 million intercompany borrowing between Prudential Bank and Fulton Bank.
While the valuation of the acquired assets and liabilities is completed, fair value estimates related to the assets and liabilities from Prudential Bancorp are subject to adjustment for up to one year after the closing date of the Merger as additional information becomes available. Included in the above table are adjustments of $(0.5) million and $2.8 million that occurred during the three months and six months ended June 30, 2023, respectively, resulting in a change to goodwill resulting from the Merger.

The amount of goodwill recorded reflects the increased market share and related synergies that are expected to result from the acquisition and represents the excess purchase price over the estimated fair value of the net assets acquired from Prudential Bancorp.

The following table presents information with respect to the fair value and unpaid principal balance of acquired loans and leases at the date of the Merger:
July 1, 2022
Unpaid Principal BalanceFair Value
(dollars in thousands)
Real estate - commercial mortgage$224,904 $216,593 
Commercial and industrial63,560 61,873 
Real-estate - residential mortgage177,327 169,098 
Real-estate - home equity6,034 5,812 
Real-estate - construction98,963 98,546 
Consumer2,306 2,286 
     Total acquired loans$573,094 $554,208 

13


The following table presents the carrying amount of loans for which, at the date of Merger, there was evidence of more than insignificant deterioration of credit quality since origination:
July 1, 2022
(dollars in thousands)
Book balance of loans with deteriorated credit quality at acquisition$27,057 
Allowance for credit losses at acquisition(1,135)
Non-credit related discount(130)
     Total purchased credit deteriorated loans$25,792 

The following table presents the change in goodwill during the six months ended June 30, 2023:
June 30
2023
(dollars in thousands)
Goodwill at December 31, 2022$550,539 
Adjustments to goodwill from the Merger2,807 
Goodwill at June 30, 2023$553,346 
Pro Forma Income Statement (unaudited)

The table below presents the pro forma results of the operations of the combined institutions as if the Merger occurred on January 1, 2022. The pro forma income statement adjustments are limited to the effects of fair value mark amortization and accretion and intangible asset amortization and do not consider future cost savings the Corporation expects to achieve subsequent to the merger of Prudential Bank with and into the Bank.
Six months ended June 30
20232022
(dollars in thousands)
Net interest income$428,439 $357,410 
Provision for credit losses34,291 (225)
     Net Interest Income After Provision for Credit Losses394,148 357,635 
Total noninterest income112,339 118,571 
Total noninterest expenses327,636 324,182 
     Income Before Income Taxes178,851 152,024 
Income tax expense30,931 26,468 
     Net Income$147,920 $125,556 
    
NOTE 3 – Restrictions on Cash and Cash Equivalents

Cash collateral is posted by the Corporation with counterparties to secure derivatives and other contracts, which is included in "interest-bearing deposits with other banks" on the consolidated balance sheets. The amounts of such collateral as of June 30, 2023 and December 31, 2022 were $11.5 million and $13.9 million, respectively.












14


NOTE 4 – Investment Securities

The following table presents the amortized cost and estimated fair values of investment securities for the periods presented:
June 30, 2023
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Available for Sale(dollars in thousands)
U.S. Government securities$225,542 $— $(4,904)$220,638 
U.S. Government-sponsored agency securities1,044 — (45)999 
State and municipal securities1,206,102 252 (152,446)1,053,908 
Corporate debt securities474,953 — (50,574)424,379 
Collateralized mortgage obligations134,234 — (13,776)120,458 
Residential mortgage-backed securities233,807 4 (28,923)204,888 
Commercial mortgage-backed securities640,928 — (93,477)547,451 
   Total $2,916,610 $256 $(344,145)$2,572,721 
Held to Maturity
Residential mortgage-backed securities$431,704 $— $(56,114)$375,590 
Commercial mortgage-backed securities862,909 — (151,807)711,102 
Total $1,294,613 $— $(207,921)$1,086,692 

December 31, 2022
Amortized
Cost		Gross
Unrealized
Gains		Gross
Unrealized
Losses		Estimated
Fair
Value
Available for Sale(dollars in thousands)
U.S. Government securities$226,140 $— $(7,655)$218,485 
U.S. Government sponsored agency securities1,050 — (42)1,008 
State and municipal securities1,284,245 283 (178,816)1,105,712 
Corporate debt securities459,792 — (37,483)422,309 
Collateralized mortgage obligations147,155 — (13,122)134,033 
Residential mortgage-backed securities242,527 18 (29,847)212,698 
Commercial mortgage-backed securities631,604 — (79,082)552,522 
   Total $2,992,513 $301 $(346,047)$2,646,767 
Held to Maturity
Residential mortgage-backed securities$457,325 $— $(57,480)$399,845 
Commercial mortgage-backed securities863,931 — (138,727)725,204 
Total $1,321,256 $— $(196,207)$1,125,049 

On May 1, 2022, the Corporation transferred certain residential mortgage-backed securities and commercial mortgage-backed securities from AFS to HTM classification as permitted by ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The estimated fair value of the securities transferred was $415.2 million, and the amortized cost of the securities was $479.0 million.

Securities carried at $1.1 billion at June 30, 2023 and December 31, 2022 were pledged as collateral to secure public and trust deposits.

15


The amortized cost and estimated fair values of debt securities as of June 30, 2023, by contractual maturity, are shown in the following table. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay with or without call or prepayment penalties.
June 30, 2023
Available for SaleHeld to Maturity
 Amortized
Cost		Estimated
Fair Value		Amortized
Cost		Estimated
Fair Value
 (dollars in thousands)
Due in one year or less$234,224 $229,237 $— $— 
Due from one year to five years90,789 87,328 — — 
Due from five years to ten years545,358 494,049 — — 
Due after ten years1,037,270 889,310 — — 
1,907,641 1,699,924 — — 
Residential mortgage-backed securities(1)
233,807 204,888 431,704 375,590 
Commercial mortgage-backed securities(1)
640,928 547,451 862,909 711,102 
Collateralized mortgage obligations(1)
134,234 120,458 — — 
  Total$2,916,610 $2,572,721 $1,294,613 $1,086,692 
(1) Maturities for mortgage-backed securities and collateralized mortgage obligations are dependent upon the interest rate environment and prepayments on the
underlying loans.

The following table presents information related to gross realized gains and losses on the sales of securities for the periods presented:
Gross Realized GainsGross Realized LossesNet  Gains (Losses)
Three months ended(dollars in thousands)
June 30, 2023$— $(4)$(4)
June 30, 20228 — 8 
Six months ended
June 30, 2023$283 $(264)$19 
June 30, 20221,554 (1,527)27 



















16


The following tables present the gross unrealized losses and estimated fair values of investment securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position for the periods presented:
June 30, 2023
Less than 12 months12 months or longerTotal
Number of SecuritiesEstimated
Fair Value		Unrealized
Losses		Number of SecuritiesEstimated
Fair Value		Unrealized
Losses		Estimated
Fair Value		Unrealized
Losses
Available for Sale(dollars in thousands)
U.S. Government securities— $— $— 3 $220,638 $(4,904)$220,638 $(4,904)
U.S. Government-sponsored agency securities1999 (45)— — — 999 (45)
State and municipal securities72 156,269 (3,092)302 869,492 (149,354)1,025,761 (152,446)
Corporate debt securities29 132,631 (11,734)42 288,993 (38,840)421,624 (50,574)
Collateralized mortgage obligations27 19,500 (1,543)67 100,958 (12,233)120,458 (13,776)
Residential mortgage-backed securities66 57,495 (3,864)29 146,358 (25,059)203,853 (28,923)
Commercial mortgage-backed securities61 86,631 (4,343)75 460,820 (89,134)547,451 (93,477)
Total available for sale256 $453,525 $(24,621)518 $2,087,259 $(319,524)$2,540,784 $(344,145)
Held to Maturity
Residential mortgage-backed securities99 $221,910 $(14,592)21 $153,680 $(41,522)$375,590 $(56,114)
Commercial mortgage-backed securities18 237,317 (22,707)42 473,785 (129,100)711,102 (151,807)
Total held to maturity117 $459,227 $(37,299)63 $627,465 $(170,622)$1,086,692 $(207,921)

December 31, 2022
Less than 12 months12 months or longerTotal
Number of SecuritiesEstimated
Fair Value		Unrealized
Losses		Number of SecuritiesEstimated
Fair Value		Unrealized
Losses		Estimated
Fair Value		Unrealized
Losses
Available for Sale(dollars in thousands)
U.S. Government Securities1 $96,906 $(2,814)2 $121,579 $(4,841)$218,485 $(7,655)
U.S. Government sponsored agency securities1 1,008 (42)— — — 1,008 (42)
State and municipal securities360 995,122 (157,397)29 61,089 (21,419)1,056,211 (178,816)
Corporate debt securities66 376,398 (31,333)6 37,157 (6,150)413,555 (37,483)
Collateralized mortgage obligations96 113,191 (7,650)1 20,842 (5,472)134,033 (13,122)
Residential mortgage-backed securities81 154,861 (18,301)5 55,293 (11,546)210,154 (29,847)
Commercial mortgage-backed securities114 371,109 (38,845)20 181,413 (40,237)552,522 (79,082)
Total available for sale719 $2,108,595 $(256,382)63 $477,373 $(89,665)$2,585,968 $(346,047)
Held to Maturity
Residential mortgage-backed securities106 $246,667 $(14,275)14 $153,178 $(43,205)$399,845 $(57,480)
Commercial mortgage-backed securities21 258,255 (24,029)39 466,949 (114,698)725,204 (138,727)
    Total held to maturity127 $504,922 $(38,304)53 $620,127 $(157,903)$1,125,049 $(196,207)

The Corporation's collateralized mortgage obligations and mortgage-backed securities have contractual terms that generally do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. The change in fair value of these securities is attributable to changes in interest rates and not credit quality. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. Therefore, the Corporation does not have an ACL for these investments as of June 30, 2023 and December 31, 2022.

17


As of June 30, 2023 and December 31, 2022, no ACL was required for the Corporation's state and municipal securities. The Corporation does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

As of June 30, 2023 and December 31, 2022, all of the Corporation's corporate debt securities were rated above investment grade. Based on the payment status, rating and management's evaluation of these securities, no ACL was required for corporate debt securities as of June 30, 2023 or December 31, 2022.

NOTE 5 - Loans and Allowance for Credit Losses
Loans and leases, net of unearned income

Loans and leases, net of unearned income, are summarized as follows:
June 30,
2023		December 31, 2022
 (dollars in thousands)
Real estate - commercial mortgage$7,846,861 $7,693,835 
Commercial and industrial4,602,446 4,477,537 
Real-estate - residential mortgage5,147,262 4,737,279 
Real-estate - home equity1,061,891 1,102,838 
Real-estate - construction1,308,564 1,269,925 
Consumer763,530 699,179 
Leases and other loans346,015 328,331 
Gross loans21,076,569 20,308,924 
Unearned income(31,884)(29,377)
Net loans$21,044,685 $20,279,547 

The Corporation segments its loan portfolio by "portfolio segments," as presented in the table above. Certain portfolio segments are further disaggregated by "class segment" for the purpose of estimating credit losses.

Allowance for Credit Losses

The ACL consists of loans evaluated collectively and individually for expected credit losses. The ACL represents an estimate of expected credit losses over the expected life of the loans as of the balance sheet date and is recorded as a reduction to net loans. The ACL is increased by charges to expense, through the provision for credit losses, and decreased by charge-offs, net of recoveries. The reserve for OBS credit exposures includes estimated losses on unfunded loan commitments, letters of credit and other OBS credit exposures.

The following table summarizes the ACL - loans balance and the reserve for OBS credit exposures balance as of June 30, 2023 and December 31, 2022:
June 30,
2023		December 31,
2022
(dollars in thousands)
ACL - loans $287,442 $269,366 
Reserve for OBS credit exposures(1)
$16,568 $16,328 
(1) Included in other liabilities on the consolidated balance sheets.









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The following table presents the activity in the ACL - loans balances:
Three months ended June 30Six months ended June 30
 2023202220232022
(dollars in thousands)
Balance at beginning of period$278,695 $243,705 $269,366 $249,001 
Loans charged off(4,787)(1,618)(21,690)(3,518)
Recoveries of loans previously charged off2,816 5,367 5,715 8,321 
Net loans (charged off) recovered(1,971)3,749 (15,975)4,803 
Provision for credit losses(1)
10,718 1,110 34,051 (5,240)
Balance at end of period$287,442 $248,564 $287,442 $248,564 
Provision for OBS credit exposures$(971)$390 $240 $(210)
Reserve for OBS credit exposures$16,568 $14,323 $16,568 $14,323 
(1) Provision included in the table only includes the portion related to net loans.

The following table presents the activity in the ACL by portfolio segment:
Real Estate 
Commercial
Mortgage		Commercial and
Industrial		Real Estate Residential
Mortgage		Consumer and Home
Equity		Real Estate
Construction		Leases and other loansTotal
 (dollars in thousands)
Three months ended June 30, 2023
Balance at March 31, 2023$66,256 $77,126 $86,209 $27,303 $11,646 $10,155 $278,695 
Loans charged off(230)(2,017)(62)(1,313)— (1,165)(4,787)
Recoveries of loans previously charged off29 988 58 959 569 213 2,816 
Net loans (charged off) recovered(201)(1,029)(4)(354)569 (952)(1,971)
Provision for loan losses(1)
6,247 (908)2,644 2,033 (1,071)1,773 10,718 
Balance at June 30, 2023$72,302 $75,189 $88,849 $28,982 $11,144 $10,976 $287,442 
Three months ended June 30, 2022
Balance at March 31, 2022$79,853 $66,511 $55,892 $20,213 $13,303 $7,933 $243,705 
Loans charged off— (201)(66)(877)— (474)(1,618)
Recoveries of loans previously charged off3,536 739 92 762 12 226 5,367 
Net loans (charged off) recovered3,536 538 26 (115)12 (248)3,749 
Provision for loan and lease losses(1)
(10,784)5,070 5,717 2,982 (2,687)812 1,110 
Balance at June 30, 2022$72,605 $72,119 $61,635 $23,080 $10,628 $8,497 $248,564 
Six months ended June 30, 2023
Balance at December 31, 2022$69,456 $70,116 $83,250 $26,429 $10,743 $9,372 $269,366 
Loans charged off(13,592)(2,629)(62)(3,519)— (1,888)(21,690)
Recoveries of loans previously charged off815 2,074 106 1,620 771 329 5,715 
Net loans (charged off) recovered(12,777)(555)44 (1,899)771 (1,559)(15,975)
Provision for loan losses(1)
15,623 5,628 5,555 4,452 (370)3,163 34,051 
Balance at June 30, 2023$72,302 $75,189 $88,849 $28,982 $11,144 $10,976 $287,442 
Six months ended June 30, 2022
Balance at December 31, 2021$87,970 $67,056 $54,236 $19,749 $12,941 $7,049 $249,001 
Loans charged off(152)(428)(66)(1,929)— (943)(3,518)
Recoveries of loans previously charged off3,648 2,719 314 1,216 44 380 8,321 
Net loans (charged off) recovered3,496 2,291 248 (713)44 (563)4,803 
Provision for loan losses(1)
(18,861)2,772 7,151 4,044 (2,357)2,011 (5,240)
Balance at June 30, 2022$72,605 $72,119 $61,635 $23,080 $10,628 $8,497 $248,564 
(1) Provision included in the table only includes the portion related to net loans.

The ACL - loans includes qualitative adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. Qualitative adjustments include and consider changes in national, regional and local economic and
19


business conditions, an assessment of the lending environment, including underwriting standards and other factors affecting credit quality.

The provision for credit losses for the second quarter of 2023 was recorded to increase the ACL as a result of loan growth and changes to the macroeconomic outlook.

Non-accrual Loans

All loans individually evaluated for impairment are measured for losses on a quarterly basis. As of June 30, 2023 and December 31, 2022, substantially all of the Corporation's individually evaluated loans with total commitments greater than or equal to $1.0 million were measured based on the estimated fair value of each loan’s collateral, if any. Collateral could be in the form of real estate, in the case of commercial mortgages and construction loans, or business assets, such as accounts receivables or inventory, in the case of commercial and industrial loans. Commercial and industrial loans may also be secured by real estate.

As of June 30, 2023 and December 31, 2022, approximately 91% of loans evaluated individually for impairment with principal balances greater than or equal to $1.0 million, whose primary collateral consisted of real estate, were measured at estimated fair value using appraisals performed by state certified third-party appraisers that had been updated in the preceding 12 months.

The following table presents total non-accrual loans, by class segment:
June 30, 2023December 31, 2022
With a Related AllowanceWithout a Related AllowanceTotalWith a Related AllowanceWithout a Related AllowanceTotal
(dollars in thousands)
Real estate - commercial mortgage$19,727 $34,088 $53,815 $39,722 $30,439 $70,161 
Commercial and industrial17,420 12,068 29,488 14,804 12,312 27,116 
Real estate - residential mortgage19,675 2,025 21,700 25,315 979 26,294 
Real estate - home equity5,711 116 5,827 5,975 130 6,105 
Real estate - construction707 392 1,099 866 502 1,368 
Consumer17 — 17 92 — 92 
Leases and other loans9,264 2,070 11,334 4,052 9,255 13,307 
$72,521 $50,759 $123,280 $90,826 $53,617 $144,443 

As of June 30, 2023 and December 31, 2022, there were $50.8 million and $53.6 million, respectively, of non-accrual loans that did not have a specific valuation allowance for credit losses. The estimated fair values of the collateral securing these loans exceeded their carrying amount, or the loans were previously charged down to realizable collateral values. Accordingly, no specific valuation allowance was considered to be necessary.

Asset Quality

Maintaining an appropriate ACL is dependent on various factors, including the ability to identify potential problem loans in a timely manner. For commercial construction, commercial and industrial, and commercial real estate, an internal risk rating process is used. The Corporation believes that internal risk ratings are the most relevant credit quality indicator for these types of loans. The migration of loans through the various internal risk categories is a significant component of the ACL methodology for these loans, which bases the probability of default on this migration. Assigning risk ratings involves judgment. The Corporation's loan review officers provide a separate assessment of risk rating accuracy. Risk ratings may be changed based on the ongoing monitoring procedures performed by loan officers or credit administration staff, or if specific loan review assessments identify a deterioration or an improvement in a loan.







20


The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the current period:
June 30, 2023
Term Loans Amortized Cost Basis by Origination YearRevolving LoansRevolving Loans converted to Term Loans
(in thousands)AmortizedAmortized
20232022202120202019PriorCost BasisCost BasisTotal
Real estate - commercial mortgage
Pass$436,213 $1,014,277 $1,079,313 $931,445 $761,840 $3,044,060 $98,737 $3,912 $7,369,797 
Special Mention— 17,541 70,283 17,725 38,372 149,434 1,012 — 294,367 
Substandard or Lower202 4,889 25,184 45,196 25,257 81,489 480 — 182,697 
Total real estate - commercial mortgage436,415 1,036,707 1,174,780 994,366 825,469 3,274,983 100,229 3,912 7,846,861 
Real estate - commercial mortgage
Current period gross charge-offs— — — — — (30)— (13,562)(13,592)
Commercial and industrial(1)
Pass461,413 652,086 425,486 365,676 292,754 706,510 1,432,210 9,051 4,345,186 
Special Mention392 16,804 11,786 5,392 3,522 16,458 60,230 748 115,332 
Substandard or Lower205 3,221 1,780 3,063 19,248 29,342 84,059 1,010 141,928 
Total commercial and industrial462,010 672,111 439,052 374,131 315,524 752,310 1,576,499 10,809 4,602,446 
Commercial and industrial(1)
Current period gross charge-offs— — — — — — (502)(2,127)(2,629)
 Real estate - construction(2)
Pass103,193 218,294 432,924 127,131 18,815 88,431 17,480 — 1,006,268 
Special Mention— 26 262 28,037 — 11,263 — — 39,588 
Substandard or Lower— 473 — — 2,202 23,259 2,408 — 28,342 
Total real estate - construction103,193 218,793 433,186 155,168 21,017 122,953 19,888 — 1,074,198 
Real estate - construction(2)
Current period gross charge-offs— — — — — — — — — 
Total
Pass$1,000,819 $1,884,657 $1,937,723 $1,424,252 $1,073,409 $3,839,001 $1,548,427 $12,963 $12,721,251 
Special Mention392 34,371 82,331 51,154 41,894 177,155 61,242 748 449,287 
Substandard or Lower407 8,583 26,964 48,259 46,707 134,090 86,947 1,010 352,967 
Total$1,001,618 $1,927,611 $2,047,018 $1,523,665 $1,162,010 $4,150,246 $1,696,616 $14,721 $13,523,505 
(1) Loans originated in 2021 and 2020 include $9.8 million of PPP loans that were assigned a rating of Pass based on the existence of a federal government
guaranty through the SBA.
(2) Excludes real estate - construction - other.















21


The following table summarizes designated internal risk rating categories by portfolio segment and loan class, by origination year, in the prior period:
December 31, 2022
Term Loans Amortized Cost Basis by Origination YearRevolving LoansRevolving Loans converted to Term Loans
(dollars in thousands)AmortizedAmortized
20222021202020192018PriorCost BasisCost BasisTotal
Real estate - commercial mortgage
Pass$1,014,575 $1,095,725 $969,118 $810,850 $621,689 $2,610,511 $80,665 $307 $7,203,440 
Special Mention95 50,367 23,296 33,735 16,205 181,736 947 — 306,381 
Substandard or Lower1,032 3,039 31,042 38,378 23,112 87,168 243 — 184,014 
Total real estate - commercial mortgage1,015,702 1,149,131 1,023,456 882,963 661,006 2,879,415 81,855 307 7,693,835 
Real estate - commercial mortgage
Current period gross charge-offs— — — — — (53)— (12,420)(12,473)
Commercial and industrial(1)
Pass907,390 449,145 397,881 315,605 185,096 604,352 1,387,961 618 4,248,048 
Special Mention11,405 24,479 3,763 8,147 5,218 24,633 56,048 250 133,943 
Substandard or Lower834 418 4,818 13,044 3,081 22,025 51,077 249 95,546 
Total commercial and industrial919,629 474,042 406,462 336,796 193,395 651,010 1,495,086 1,117 4,477,537 
Commercial and industrial(1)
Current period gross charge-offs— — (36)— (21)(365)(1,192)(776)(2,390)
Real estate - construction(2)
Pass159,195 390,993 243,406 28,539 24,421 93,511 47,271 — 987,336 
Special Mention— — — — — 21,603 — — 21,603 
Substandard or Lower— — 3,852 2,274 — 4,272 203 — 10,601 
Total real estate - construction159,195 390,993 247,258 30,813 24,421 119,386 47,474 — 1,019,540 
Real estate - construction(2)
Current period gross charge-offs— — — — — — — — — 
Total
Pass$2,081,160 $1,935,863 $1,610,405 $1,154,994 $831,206 $3,308,374 $1,515,897 $925 $12,438,824 
Special Mention11,500 74,846 27,059 41,882 21,423 227,972 56,995 250 461,927 
Substandard or Lower1,866 3,457 39,712 53,696 26,193 113,465 51,523 249 290,161 
Total$2,094,526 $2,014,166 $1,677,176 $1,250,572 $878,822 $3,649,811 $1,624,415 $1,424 $13,190,912 
(1) Loans originated in 2021 and 2020 include $20.4 million of PPP loans that were assigned a rating of Pass based on the existence of a federal government
guaranty through the SBA.
(2) Excludes real estate - construction - other.



















22


The Corporation considers the performance of the loan portfolio and its impact on the ACL. The Corporation does not assign internal risk ratings to smaller balance, homogeneous loans, such as home equity, residential mortgage, construction loans to individuals secured by residential real estate, consumer and leases and other loans. For these loans, the most relevant credit quality indicator is delinquency status and the Corporation evaluates credit quality based on the aging status of the loan. The following tables present the amortized cost of these loans based on payment activity, by origination year, for the periods shown:
June 30, 2023
Term Loans Amortized Cost Basis by Origination YearRevolving LoansRevolving Loans converted to Term Loans
(dollars in thousands)AmortizedAmortized
20232022202120202019PriorCost BasisCost BasisTotal
Real estate - residential mortgage
Performing$413,908 $1,030,693 $1,715,214 $1,020,426 $276,538 $651,744 $— $— $5,108,523 
Nonperforming— 658 4,680 4,650 5,239 23,512 — — 38,739 
    Total real estate - residential mortgage413,908 1,031,351 1,719,894 1,025,076 281,777 675,256 — — 5,147,262 
Real estate - residential mortgage
Current period gross charge-offs— — — — — — — (62)(62)
Consumer and real estate - home equity
Performing169,479 309,613 94,775 66,026 49,842 284,430 814,043 26,745 1,814,953 
Nonperforming60 403 516 418 66 5,301 1,393 2,311 10,468 
Total consumer and real estate - home equity169,539 310,016 95,291 66,444 49,908 289,731 815,436 29,056 1,825,421 
Consumer and real estate - home equity
Current period gross charge-offs— — — — — (374)— (3,145)(3,519)
Leases and other loans
Performing99,355 94,583 33,981 29,249 22,671 22,958 — — 302,797 
Nonperforming— — — — — 11,334 — — 11,334 
Leases and other loans99,355 94,583 33,981 29,249 22,671 34,292 — — 314,131 
Leases and other loans
Current period gross charge-offs(214)(401)(133)(72)(52)(417)— (599)(1,888)
Construction - other
Performing31,781 173,436 25,814 3,335 — — — — 234,366 
Nonperforming— — — — — — — — — 
Total construction - other31,781 173,436 25,814 3,335 — — — — 234,366 
Construction - other
Current period gross charge-offs— — — — — — — — — 
Total
Performing$714,523 $1,608,325 $1,869,784 $1,119,036 $349,051 $959,132 $814,043 $26,745 $7,460,639 
Nonperforming60 1,061 5,196 5,068 5,305 40,147 1,393 2,311 60,541 
Total$714,583 $1,609,386 $1,874,980 $1,124,104 $354,356 $999,279 $815,436 $29,056 $7,521,180 



23


December 31, 2022
Term Loans Amortized Cost Basis by Origination YearRevolving LoansRevolving Loans converted to Term Loans
(dollars in thousands)AmortizedAmortized
20222021202020192018PriorCost BasisCost BasisTotal
Real estate - residential mortgage
Performing$933,903 $1,708,703 $1,054,126 $286,167 $87,455 $620,416 $— $— $4,690,770 
Nonperforming1,199 5,104 6,597 6,466 4,587 22,556 — — 46,509 
    Total real estate - residential mortgage935,102 1,713,807 1,060,723 292,633 92,042 642,972 — — 4,737,279 
Real estate - residential mortgage
Current period gross charge-offs— — — — — — — (66)(66)
Consumer and Real estate - home equity
Performing416,631 109,724 80,422 52,384 45,642 211,127 842,226 34,061 1,792,217 
Nonperforming292 298 174 36 98 6,512 1,722 668 9,800 
Total consumer and real estate - home equity416,923 110,022 80,596 52,420 45,740 217,639 843,948 34,729 1,802,017 
Consumer and Real estate - home equity
Current period gross charge-offs— (587)(70)(108)(16)(442)(178)(3,011)(4,412)
Construction - other
Performing164,924 73,492 10,892 — 1,077 — — — 250,385 
Nonperforming— — — — — — — — — 
Total construction - other164,924 73,492 10,892 — 1,077 — — — 250,385 
Construction - other
Current period gross charge-offs— — — — — — — — — 
Leases and other loans
Performing146,198 39,427 40,024 29,309 15,019 15,670 — — 285,647 
Nonperforming— — — — — 13,307 — — 13,307 
Leases and other loans146,198 39,427 40,024 29,309 15,019 28,977 — — 298,954 
Leases and other loans
Current period gross charge-offs(506)(167)(140)(80)(47)(1,191)— — (2,131)
Total
Performing$1,661,656 $1,931,346 $1,185,464 $367,860 $149,193 $847,213 $842,226 $34,061 $7,019,019 
Nonperforming1,491 5,402 6,771 6,502 4,685 42,375 1,722 668 69,616 
Total$1,663,147 $1,936,748 $1,192,235 $374,362 $153,878 $889,588 $843,948 $34,729 $7,088,635 






















24


The following table presents non-performing assets:
June 30,
2023		December 31,
2022
 (dollars in thousands)
Non-accrual loans$123,280 $144,443 
Loans 90 days or more past due and still accruing(1)
24,415 27,463 
Total non-performing loans147,695 171,906 
OREO(2)
3,881 5,790 
Total non-performing assets$151,576 $177,696 
(1) Excludes PPP loans which are fully guaranteed by the federal government of $1.0 million and $7.7 million as of June 30, 2023 and December 31, 2022,
respectively.
(2) Excludes $8.4 million and $6.0 million of residential mortgage properties for which formal foreclosure proceedings were in process as of June 30, 2023 and
December 31, 2022, respectively.

The following tables present the aging of the amortized cost basis of loans, by class segment:
30-5960-89≥ 90 Days
Days PastDays PastPast DueNon-
DueDueand AccruingAccrualCurrentTotal
(dollars in thousands)
June 30, 2023
Real estate – commercial mortgage$6,566 $2,671 $1,233 $53,815 $7,782,576 $7,846,861 
Commercial and industrial(1)
3,542 1,977 1,100 29,488 4,566,339 4,602,446 
Real estate – residential mortgage35,456 6,017 17,457 21,700 5,066,632 5,147,262 
Real estate – home equity5,865 1,567 3,902 5,827 1,044,730 1,061,891 
Real estate – construction1,719 — — 1,099 1,305,746 1,308,564 
Consumer6,482 1,382 723 17 754,926 763,530 
Leases and other loans(2)
462 375 — 11,334 301,960 314,131 
Total$60,092 $13,989 $24,415 $123,280 $20,822,909 $21,044,685 
(1) Excludes delinquent PPP loans 30-59 days past due, 60-89 days past due and 90 days or more past due of $0.1 million, $0.0 million and $1.0 million,
respectively, which are fully guaranteed by the federal government and are classified as current.
(2) Includes unearned income.

30-59 Days Past
Due		60-89
Days Past
Due		≥ 90 Days
Past Due
and
Accruing		Non-
accrual		CurrentTotal
(dollars in thousands)
December 31, 2022
Real estate – commercial mortgage$10,753 $4,644 $2,473 $70,161 $7,605,804 $7,693,835 
Commercial and industrial(1)
6,067 2,289 1,172 27,116 4,440,893 4,477,537 
Real estate – residential mortgage57,061 8,209 20,215 26,294 4,625,500 4,737,279 
Real estate – home equity5,666 2,444 2,704 6,105 1,085,919 1,102,838 
Real estate – construction1,762 1,758 — 1,368 1,265,037 1,269,925 
Consumer6,692 1,339 899 92 690,157 699,179 
Leases and other loans(2)
348 122 — 13,307 285,177 298,954 
Total$88,349 $20,805 $27,463 $144,443 $19,998,487 $20,279,547 
(1) Excludes delinquent PPP loans 30-59 days past due, 60-89 days past due and 90 days or more past due of $0.1 million, $0.7 million and $7.7 million,
respectively, which are fully guaranteed by the federal government and are classified as current.
(2) Includes unearned income.



25


Collateral-Dependent Loans

A loan or a lease, is considered to be collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans and leases deemed collateral-dependent, the Corporation elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Corporation records a partial charge-off to reduce the collateral-dependent loan's or lease's carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral supporting collateral-dependent loans or leases consists of various types of real estate, including residential properties, commercial properties, such as retail centers, office buildings, and lodging, agriculture land, and vacant land.

Loan Modifications

On January 1, 2023, the Corporation adopted ASU 2022-02. Loan modifications reported below do not include modifications with insignificant payment delays. ASU 2022-02 lists the following factors when considering if the loan modification has insignificant payment delays: (1) the amount of the restructured payments subject to the delay is insignificant relative to the unpaid principal or collateral value of the debt and will result in an insignificant shortfall in the contractual amount due, and (2) the delay in timing of the restructured payment period is insignificant relative to the frequency of payments due under the debt, the debt’s original contractual maturity or the debt’s original expected duration.

The ACL incorporates an estimate of lifetime expected credit losses and is recorded upon asset origination or acquisition. The starting point for the estimate of the ACL is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Corporation uses a probability of default/loss given default model to determine the ACL. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

The Corporation modifies loans by providing a concession when deemed appropriate. Depending on the circumstances, a term extension, interest rate reduction or principal forgiveness may be granted. In certain instances a combination of concessions may be provided to a customer.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL, a change to the ACL is generally not recorded upon modification. When principal forgiveness is provided, the amortized cost basis of the forgiven portion of the asset is written off against the ACL. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL.

The following table presents the amortized cost basis during the three months and six months ended June 30, 2023 of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:

Term Extension
Three months ended June 30, 2023Six months ended June 30, 2023
Amortization Cost Basis% of Class of Financing ReceivableAmortization Cost Basis% of Class of Financing Receivable
(dollars in thousands)
Real estate - commercial mortgage$276 — %$1,478 0.02 %
Commercial and industrial— — 75 — 
Real estate - residential mortgage2,045 0.04 3,423 0.07 
Total$2,321 $4,976 




26


The following table presents the financial effect of the modifications made to borrowers experiencing financial difficulty for the three months and six months ended June 30, 2023:

Term Extension
Financial Effect
Three months ended June 30, 2023
Real estate - commercial mortgage
Added a weighted-average 1.25 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - residential mortgage
Added a weighted-average 5.29 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Six months ended June 30, 2023
Real estate - commercial mortgage
Added a weighted-average 2.05 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Commercial and industrial
Added a weighted-average 2.88 years to the life of loans, which reduced monthly payment amounts for the borrowers.
Real estate - residential mortgage
Added a weighted-average 4.64 years to the life of loans, which reduced monthly payment amounts for the borrowers.

During the six months ended June 30, 2023, there were no loans modified due to financial difficulty where there was an interest rate reduction or principal balance forgiveness.

During the six months ended June 30, 2023, there were no loans modified due to financial difficulty that defaulted in the six months subsequent to modification.

The following table presents the performance of loans that have been modified in the last six months as of June 30, 2023.

30-8990+Total
Days PastPast DuePast
CurrentDueand AccruingDue
(dollars in thousands)
Real estate - commercial mortgage$1,478 $— $— $— 
Commercial and industrial75 — — — 
Real estate - residential mortgage3,423 — — — 
Total$4,976 $— $— $— 

There were no commitments to lend additional funds to borrowers with loan modifications as a result of financial difficulty as of June 30, 2023.
















27


NOTE 6 – Mortgage Servicing Rights

The following table summarizes the changes in MSRs, which are included in other assets on the consolidated balance sheets, with adjustments to the carrying value included in mortgage banking income on the consolidated statements of income:
Three months ended June 30Six months ended June 30
 2023202220232022
 (dollars in thousands)
Amortized cost:
Balance at beginning of period$33,082 $35,624 $34,217 $35,993 
Originations of MSRs688 1,053 884 2,407 
Amortization(1,312)(1,428)(2,643)(3,151)
Balance at end of period$32,458 $35,249 $32,458 $35,249 
Valuation allowance:
Balance at beginning of period$— $— $— $(600)
Reduction (addition) to valuation allowance— — — 600 
Balance at end of period$— $— $— $— 
Net MSRs at end of period$32,458 $35,249 $32,458 $35,249 
Estimated fair value of MSRs at end of period$49,444 $49,804 $49,444 $49,804 

MSRs represent the economic value of contractual rights to service mortgage loans that have been sold. The total portfolio of mortgage loans serviced by the Corporation for unrelated third parties was $4.1 billion and $4.2 billion as of June 30, 2023 and December 31, 2022, respectively. Actual and expected prepayments of the underlying mortgage loans can impact the fair values of the MSRs. The Corporation accounts for MSRs at the lower of amortized cost or fair value.

The fair value of MSRs is estimated by discounting the estimated cash flows from servicing income, net of expense, over the expected life of the underlying loans at a discount rate commensurate with the risk associated with these assets. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The fair values of MSRs were $49.4 million and $50.0 million at June 30, 2023 and December 31, 2022 respectively. Based on its fair value analysis as of June 30, 2023, the Corporation determined that no valuation allowance was required as of June 30, 2023.

NOTE 7 – Derivative Financial Instruments

The Corporation manages its exposure to certain interest rate and foreign currency risks through the use of derivatives. Certain of the Corporation's outstanding derivative contracts are designated as hedges, and none are entered into for speculative purposes. The Corporation enters into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Corporation elects not to apply hedge accounting.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain fixed-rate residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. The amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured.

Interest Rate Derivatives - Non-Designated Hedges

The Corporation enters into interest rate derivatives with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate derivatives with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate derivatives is that the customer pays a fixed rate
28


of interest and the Corporation receives a floating rate. As the interest rate derivatives associated with this program do not meet hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

The Corporation's existing credit derivatives result from participation in interest rate derivatives provided by external lenders as part of loan participation arrangements and, therefore, are not used to manage interest rate risk in the Corporation's assets or liabilities.

The Corporation is required to clear all eligible interest rate derivative contracts with a clearing agent and is subject to the regulations of the Commodity Futures Trading Commission.

Cash Flow Hedges of Interest Rate Risk

The Corporation's objectives in using interest rate derivatives are to reduce volatility in net interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate derivatives as part of its interest rate risk management strategy. The Corporation enters into interest rate derivatives designated as cash flow hedges to hedge the variable cash flows associated with existing floating rate loans.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivatives is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Corporation's variable-rate loans. During the next twelve months, the Corporation estimates that an additional $28.3 million of unrealized losses will be reclassified as a decrease to interest income.

In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $1.0 billion. As the hedged transaction continues to be probable, the original unrealized loss of $70.6 million included in AOCI will be recognized as a reduction to interest income when the previously forecasted hedged item affects earnings in future periods. During the six months ended June 30, 2023, $12.6 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the Corporation's consolidated statements of income.

Foreign Exchange Contracts

The Corporation enters into foreign exchange contracts to accommodate the needs of its customers. Foreign exchange contracts are commitments to buy or sell foreign currency on a specific date at a contractual price. The Corporation limits its foreign exchange exposure with customers by entering into contracts with institutional counterparties to mitigate its foreign exchange risk. The Corporation also holds certain amounts of Foreign Currency Nostro Accounts. The Corporation limits the total overnight net foreign currency open positions, which is defined as an aggregate of all outstanding contracts, to $0.5 million.






















29


The following table presents a summary of the notional amounts and fair values of derivative financial instruments:
 June 30, 2023December 31, 2022
 Notional
Amount		Asset
(Liability)
Fair Value		Notional
Amount		Asset
(Liability)
Fair Value
 (dollars in thousands)
Interest Rate Locks with Customers
Positive fair values$136,789 $465 $70,836 $182 
Negative fair values3,405 (11)4,939 (51)
Forward Commitments
Positive fair values36,500 399 — — 
Negative fair values— — 10,000 (147)
Interest Rate Derivatives with Customers
Positive fair values410,749 5,655 171,317 3,337 
Negative fair values3,925,331 (283,189)3,802,480 (280,401)
Interest Rate Derivatives with Dealer Counterparties
Positive fair values 3,925,331 167,164 3,802,480 161,956 
Negative fair values410,749 (6,022)171,317 (3,703)
Interest Rate Derivatives used in Cash Flow Hedges
Positive fair values200,000 396 600,000 1,321 
Negative fair values1,300,000 (2,002)1,000,000 (12,163)
Foreign Exchange Contracts with Customers
Positive fair values21,527 234 11,123 571 
Negative fair values20,839 (238)3,672 (85)
Foreign Exchange Contracts with Correspondent Banks
Positive fair values20,166 313 4,887 101 
Negative fair values5,397 (37)8,280 (499)

The following table presents the effect of fair value and cash flow hedge accounting on AOCI:

Amount of Gain (Loss) Recognized in OCI on Derivative Amount of Gain (Loss) Recognized in OCI Included ComponentAmount of Gain (Loss) Recognized in OCI Excluded ComponentLocation of Gain (Loss) Recognized from AOCI into IncomeAmount of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain (Loss) Reclassified from AOCI into Income Excluded Component
(dollars in thousands)
Derivatives in Cash Flow Hedging Relationships: 
Three months ended June 30, 2023
Interest Rate Products$(7,251)$(7,251)$— Interest Income$(7,032)$(7,032)$— 
Three months ended June 30, 2022
Interest Rate Products(11,100)(11,100)— Interest Income434 434 — 
Six months ended June 30, 2023
Interest Rate Products5,284 5,284 — Interest Income(14,189)(14,189)— 
Six months ended June 30, 2022
Interest Rate Products(51,663)(51,663)— Interest Income2,382 2,382 — 




30


The following table presents the effect of fair value and cash flow hedge accounting on the income statement:

Consolidated Statements of Income Classification
Interest Income
Three months ended June 30Six months ended June 30
2023202220232022
(dollars in thousands)
Total amounts of income line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded$(7,032)$434 $(14,189)$2,382 
Interest contracts:
Amount of gain (loss) reclassified from AOCI into income(7,032)434 (14,189)2,382 
Amount of gain or (loss) reclassified from AOCI into income as a result that a forecasted transaction is no longer probable of occurring— — — — 
Amount of gain (loss) reclassified from AOCI into income - included component(7,032)434 (14,189)2,382 
Amount of gain (loss) reclassified from AOCI into income - excluded component— — — — 

The following table presents a summary of the net fair value gains (losses) on derivative financial instruments:
Consolidated Statements of Income ClassificationThree months ended June 30Six months ended June 30
 2023202220232022
(dollars in thousands)
Mortgage banking derivatives(1)
Mortgage banking income$475 $(2,095)$869 $(1,710)
Interest rate derivativesOther expense— — — — 
Foreign exchange contractsOther income93 (6)184 41 
Net fair value gains/(losses) on derivative financial instruments$568 $(2,101)$1,053 $(1,669)
(1) Includes interest rate locks with customers and forward commitments.

Fair Value Option

The Corporation has elected to measure mortgage loans held for sale at fair value. The following table presents a summary of mortgage loans held for sale and the impact of the fair value election on the consolidated financial statements as of the periods shown:
June 30,
2023		December 31,
2022
 (dollars in thousands)
Amortized cost(1)
$14,531 $7,180 
Fair value14,673 7,264 
(1) Cost basis of mortgage loans held for sale represents the unpaid principal balance.

Losses related to changes in fair values of mortgage loans held for sale were nominal for the three months ended June 30, 2023 compared to gains of $0.5 million for the three months ended June 30, 2022. Gains related to changes in fair values of mortgage loans held for sale were $0.1 million for the six months ended June 30, 2023 compared to losses of $0.6 million for the six months ended June 30, 2022.






31


Balance Sheet Offsetting

The fair values of interest rate derivative agreements and foreign exchange contracts the Corporation enters into with customers and dealer counterparties may be eligible for offset on the consolidated balance sheets if they are subject to master netting arrangements or similar agreements. The Corporation has elected to net its financial assets and liabilities designated as cash flow hedges when offsetting is permitted. The following table presents the Corporation's financial instruments that are eligible for offset, and the effects of offsetting, on the consolidated balance sheets:
Gross AmountsGross Amounts Not Offset
Recognized on the Consolidated
on the Balance Sheets
ConsolidatedFinancialCashNet
Balance Sheets
Instruments(1)
Collateral(2)
Amount
(dollars in thousands)
June 30, 2023
Interest rate derivative assets$173,215 $(9,022)$— $164,193 
Foreign exchange derivative assets with correspondent banks313 (313)— — 
Total $173,528 $(9,335)$— $164,193 
Interest rate derivative liabilities$291,213 $(7,416)$(118,789)$165,008 
Foreign exchange derivative liabilities with correspondent banks37 (313)— (276)
Total$291,250 $(7,729)$(118,789)$164,732 
December 31, 2022
Interest rate derivative assets$166,614 $(8,071)$— $158,543 
Foreign exchange derivative assets with correspondent banks101 (101)— — 
Total$166,715 $(8,172)$— $158,543 
Interest rate derivative liabilities$296,267 $(2,771)$(127,638)$165,858 
Foreign exchange derivative liabilities with correspondent banks499 (101)— 398 
Total$296,766 $(2,872)$(127,638)$166,256 

(1) For interest rate derivative assets, amounts represent any derivative liability fair values that could be offset in the event of counterparty or customer default.
For interest rate derivative liabilities, amounts represent any derivative asset fair values that could be offset in the event of counterparty or customer default.
(2) Amounts represent cash collateral received from the counterparty or posted by the Corporation on interest rate derivative transactions and foreign exchange
contracts with financial institution counterparties. Interest rate derivatives with customers are collateralized by the same collateral securing the underlying
loans to those borrowers. Cash and securities collateral amounts are included in the table only to the extent of the net derivative fair values.






















32


NOTE 8 – Accumulated Other Comprehensive (Loss) Income

The following table presents the components of other comprehensive income (loss):
Before-Tax AmountTax EffectNet of Tax Amount
Three months ended June 30, 2023(dollars in thousands)
Net unrealized losses on securities$(40,361)$9,142 $(31,219)
Reclassification adjustment for securities net change included in net income(1)
(4)1 (3)
Amortization of net unrealized gains on AFS securities transferred to HTM(2)
1,941 (440)1,501 
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges(3)
(7,251)1,665 (5,586)
Reclassification adjustment for net change realized in net income on interest rate derivatives used in cash flow hedges(3)
7,032 (22)7,010 
Amortization of net unrecognized pension and postretirement items(4)
4 (1)3 
Total Other Comprehensive Loss$(38,639)$10,345 $(28,294)
Three months ended June 30, 2022
Net unrealized losses on securities$(114,312)$25,960 $(88,352)
Reclassification adjustment for securities net change included in net income(1)
8 (2)6 
Amortization of net unrealized gains on AFS securities transferred to HTM(2)
(62,250)14,137 (48,113)
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges(3)
(11,100)2,514 (8,586)
Reclassification adjustment for net change realized in net income on interest rate derivatives used in cash flow hedges(3)
(434)99 (335)
Amortization of net unrecognized pension and postretirement items(4)
33 (8)25 
Total Other Comprehensive Loss$(188,055)$42,700 $(145,355)
Six months ended June 30, 2023
Unrealized gain on securities$1,838 $(416)$1,422 
Reclassification adjustment for securities net change included in net income(1)
18 (4)14 
Amortization of net unrealized gains on AFS securities transferred to HTM(2)
3,851 (872)2,979 
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges(3)
5,284(17,690)(12,406)
Reclassification adjustment for net change realized in net income on interest rate swaps used in cash flow hedges(3)
14,189 (36)14,153 
Amortization of net unrecognized pension and postretirement items(4)
36 (8)28 
Total Other Comprehensive Income$25,216 $(19,026)$6,190 
Six months ended June 30, 2022
Unrealized loss on securities $(313,379)$71,168 $(242,211)
Reclassification adjustment for securities net change included in net income(1)
27 (6)21 
Amortization of net unrealized losses on AFS securities transferred to HTM(2)
(61,686)14,009 (47,677)
Net unrealized holding losses arising during the period on interest rate derivatives used in cash flow hedges(3)
(51,663)11,701 (39,962)
Reclassification adjustment for change realized in net income on interest rate swaps used in cash flow hedges(3)
(2,382)540 (1,842)
Amortization of net unrecognized pension and postretirement items(4)
65 (15)50 
Total Other Comprehensive Loss$(429,018)$97,397 $(331,621)

(1) Amounts reclassified out of AOCI. Before-tax amounts included in "Investment securities gains, net" on the Consolidated Statements of Income. See "Note 4
- Investment Securities," for additional details.
(2) Amounts reclassified out of AOCI. Before-tax amounts included as a reduction to "Interest Income" on the Consolidated Statements of Income.
(3) Tax effect includes reversal of interest rate derivatives used in cash flow hedges deferred tax benefit upon termination.
(4) Amounts reclassified out of AOCI. Before-tax amounts included in "Salaries and employee benefits" on the Consolidated Statements of Income. See "Note
12 - Employee Benefit Plans," for additional details.


33


The following table presents changes in each component of accumulated other comprehensive income (loss), net of tax:
Unrealized Gains (Losses) on Investment SecuritiesNet Unrealized Gain (Loss) on Interest Rate Derivatives used in Cash Flow HedgesUnrecognized Pension and Postretirement Plan Income (Costs)Total
(dollars in thousands)
Three months ended June 30, 2023
Balance at March 31, 2023$(282,095)$(61,453)$(7,444)$(350,992)
OCI before reclassifications(31,219)(5,586)— (36,805)
Amounts reclassified from AOCI(3)7,010 3 7,010 
Amortization of net unrealized gains on AFS securities transferred to HTM1,501 — — 1,501 
Balance at June 30, 2023$(311,816)$(60,029)$(7,441)$(379,286)
Three months ended June 30, 2022
Balance at March 31, 2022$(112,968)$(37,699)$(8,188)$(158,855)
OCI before reclassifications(88,352)(8,586)— (96,938)
Amounts reclassified from AOCI6 (335)25 (304)
Amortization of net unrealized losses on AFS securities transferred to HTM(48,113)— — (48,113)
Balance at June 30, 2022$(249,427)$(46,620)$(8,163)$(304,210)
Six months ended June 30, 2023
Balance at December 31, 2022$(316,231)$(61,776)$(7,469)$(385,476)
OCI before reclassifications1,422 (12,406)— (10,984)
Amounts reclassified from AOCI14 14,153 28 14,195 
Amortization of net unrealized gains on AFS securities transferred to HTM2,979 — — 2,979 
Balance at June 30, 2023$(311,816)$(60,029)$(7,441)$(379,286)
Six months ended June 30, 2022
Balance at December 31, 2021$40,440 $(4,816)$(8,213)$27,411 
OCI before reclassifications(242,211)(39,962)— (282,173)
Amounts reclassified from AOCI21 (1,842)50 (1,771)
Amortization of net unrealized losses on AFS securities transferred to HTM(47,677)— — (47,677)
Balance at June 30, 2022$(249,427)$(46,620)$(8,163)$(304,210)

NOTE 9 – Fair Value Measurements

FASB ASC Topic 820 establishes a fair value hierarchy for the inputs to valuation techniques used to measure assets and liabilities at fair value using the following three categories (from highest to lowest priority):

•Level 1 – Inputs that represent quoted prices for identical instruments in active markets.
•Level 2 – Inputs that represent quoted prices for similar instruments in active markets or quoted prices for identical instruments in non-active markets. Also includes valuation techniques whose inputs are derived principally from observable market data other than quoted prices, such as interest rates or other market-corroborated means.
•Level 3 – Inputs that are largely unobservable, as little or no market data exists for the instrument being valued.

All assets and liabilities measured at fair value on both a recurring and nonrecurring basis have been categorized into the above three levels. The following tables present assets and liabilities measured at fair value on a recurring basis and reported on the consolidated balance sheets:
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 June 30, 2023
 Level 1Level 2Level 3Total
 (dollars in thousands)
Loans held for sale$— $14,673 $— $14,673 
Available for sale investment securities:
U.S. Government securities220,638 — — 220,638 
U.S. Government-sponsored agency securities— 999 — 999 
State and municipal securities— 1,053,908 — 1,053,908 
Corporate debt securities— 424,379 — 424,379 
Collateralized mortgage obligations— 120,458 — 120,458 
Residential mortgage-backed securities— 204,888 — 204,888 
Commercial mortgage-backed securities— 547,451 — 547,451 
Total available for sale investment securities220,638 2,352,083 — 2,572,721 
Other assets:
Investments held in Rabbi Trust28,046 — — 28,046 
Derivative assets547 174,079 — 174,626 
Total assets$249,231 $2,540,835 $— $2,790,066 
Other liabilities:
Deferred compensation liabilities$28,046 $— $— $28,046 
Derivative liabilities275 291,224 — 291,499 
Total liabilities$28,321 $291,224 $— $319,545 

 December 31, 2022
 Level 1Level 2Level 3Total
 (dollars in thousands)
Loans held for sale$— $7,264 $— $7,264 
Available for sale investment securities:
U.S. Government securities218,485 — — 218,485 
U.S. Government sponsored agency securities— 1,008 — 1,008 
State and municipal securities— 1,105,712 — 1,105,712 
Corporate debt securities— 422,309 — 422,309 
Collateralized mortgage obligations— 134,033 — 134,033 
Residential mortgage-backed securities— 212,698 — 212,698 
Commercial mortgage-backed securities— 552,522 — 552,522 
Total available for sale investment securities218,485 2,428,282 — 2,646,767 
Other assets:
Investments held in Rabbi Trust23,435 — — 23,435 
Derivative assets672 166,796 — 167,468 
Total assets$242,592 $2,602,342 $— $2,844,934 
Other liabilities:
Deferred compensation liabilities$23,435 $— $— $23,435 
Derivative liabilities584 296,465 — 297,049 
Total liabilities$24,019 $296,465 $— $320,484 




35


The valuation techniques used to measure fair value for the items in the preceding tables are as follows:

Loans held for sale – This category includes mortgage loans held for sale that are measured at fair value. Fair values as of June 30, 2023 and December 31, 2022 were measured at the price that secondary market investors were offering for loans with similar characteristics.

Available for sale investment securities – Included in this asset category are debt securities. Level 2 investment securities are valued by a third-party pricing service. The pricing service uses pricing models that vary based on asset class and incorporate available market information, including quoted prices of investment securities with similar characteristics. Because many fixed income securities do not trade on a daily basis, pricing models use available information, as applicable, through processes such as benchmark yield curves, benchmarking of like securities, sector groupings and matrix pricing.

Standard market inputs include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data, including market research publications. For certain security types, additional inputs may be used, or some of the standard market inputs may not be applicable.

•U.S. Government securities – These securities are classified as Level 1. Fair values are based on quoted prices with active markets.

•State and municipal securities/Collateralized mortgage obligations/Residential mortgage-backed securities/Commercial mortgage-backed securities – These debt securities are classified as Level 2. Fair values are determined by a third-party pricing service, as detailed above.

•Corporate debt securities – This category consists of subordinated debt and senior debt issued by financial institutions ($417.4 million at June 30, 2023 and $415.4 million at December 31, 2022) and other corporate debt issued by non-financial institutions ($7.0 million at June 30, 2023 and $6.9 million at December 31, 2022).

Level 2 investments include subordinated debt and senior debt, and other corporate debt issued by non-financial institutions at June 30, 2023 and December 31, 2022. The fair values for these corporate debt securities are determined by a third-party pricing service, as detailed above.

Investments held in Rabbi Trust – This category consists of mutual funds that are held in trust for employee deferred compensation plans that the Corporation has elected to measure at fair value. Shares of mutual funds are valued based on net asset value, which represent quoted market prices for the underlying shares held in the mutual funds, and as such, are classified as Level 1.

Derivative assets – Fair value of foreign currency exchange contracts are classified as Level 1 assets ($0.5 million at June 30, 2023 and $0.7 million at December 31, 2022). The mutual funds and foreign exchange prices used to measure these items at fair value are based on quoted prices for identical instruments in active markets.

Level 2 assets, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors ($0.9 million at June 30, 2023 and $0.2 million at December 31, 2022) and the fair value of interest rate derivatives ($173.2 million at June 30, 2023 and $166.6 million at December 31, 2022). The fair values of the interest rate locks, forward commitments and interest rate derivatives represent the amounts that would be required to settle the derivative financial instruments at the balance sheet date. See "Note 7 - Derivative Financial Instruments," for additional information.

Deferred compensation liabilities – Fair value of amounts due to employees under deferred compensation plans, classified as Level 1 liabilities and are included in other liabilities on the consolidated balance sheets. The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Investments held in Rabbi Trust" above.

Derivative liabilities – Level 1 liabilities, representing the fair value of foreign currency exchange contracts ($0.3 million at June 30, 2023 and $0.6 million at December 31, 2022).

Level 2 liabilities, representing the fair value of mortgage banking derivatives in the form of interest rate locks and forward commitments with secondary market investors (nominal at June 30, 2023 and $0.2 million at December 31, 2022) and the fair value of interest rate derivatives ($291.2 million at June 30, 2023 and $296.3 million at December 31, 2022).

36


The fair values of these liabilities are determined in the same manner as the related assets, as described under the heading "Derivative assets" above.

Certain financial instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, such as upon their acquisition or when there is evidence of impairment. The following table presents Level 3 financial assets measured at fair value on a nonrecurring basis:
 June 30,
2023		December 31,
2022
 (dollars in thousands)
Loans, net$103,567 $121,115 
OREO3,881 5,790 
MSRs(1)
49,444 50,044 
Total assets$156,892 $176,949 
(1) Amounts shown are estimated fair value. MSRs are recorded on the Corporation's consolidated balance sheets at the lower of amortized cost or fair value.
See "Note 6 - Mortgage Servicing Rights" for additional information.

The valuation techniques used to measure fair value for the items in the table above are as follows:

•Loans, net – This category consists of loans that were individually evaluated for impairment and have been classified as Level 3 assets. The amount shown is the balance of non-accrual loans, net of related ACL. See "Note 5 - Loans and Allowance for Credit Losses," for additional details.

•OREO – This category consists of OREO classified as Level 3 assets, for which the fair values were based on estimated selling prices less estimated selling costs for similar assets in active markets.

•MSRs - This category consists of MSRs, which were initially recorded at fair value upon the sale of residential mortgage loans to secondary market investors, and subsequently carried at the lower of amortized cost or fair value. MSRs are amortized as a reduction to servicing income over the estimated lives of the underlying loans. MSRs are stratified by product type and evaluated for impairment by comparing each stratum's carrying amount to its estimated fair value. Fair values are determined at the end of each quarter through a discounted cash flows valuation performed by a third-party valuation expert. Significant inputs to the valuation included expected net servicing income, the discount rate and the expected life of the underlying loans. Expected life is based on the contractual terms of the loans, as adjusted for prepayment projections. The weighted average annual constant prepayment rate and the weighted average discount rate used in the June 30, 2023 valuation were 7.8% and 9.0%, respectively. Management reviews the reasonableness of the significant inputs to the third-party valuation in comparison to market data. See "Note 6 - Mortgage Servicing Rights," for additional information.





















37


The following tables detail the book values and the estimated fair values of the Corporation's financial instruments as of June 30, 2023 and December 31, 2022.
 June 30, 2023
Estimated Fair Value
Carrying AmountLevel 1Level 2Level 3Total
(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents$504,702 $504,702 $— $— $504,702 
FRB and FHLB stock124,218 — 124,218 — 124,218 
Loans held for sale 14,673 — 14,673 — 14,673 
AFS securities 2,572,721 220,638 2,352,083 — 2,572,721 
HTM securities1,294,613 — 1,086,692 — 1,086,692 
Loans, net20,757,243 — — 19,233,430 19,233,430 
Accrued interest receivable96,991 96,991 — — 96,991 
Other assets 675,328 447,924 174,079 53,325 675,328 
FINANCIAL LIABILITIES  
Demand and savings deposits$18,055,623 $18,055,623 $— $— $18,055,623 
Brokered deposits949,259 150,222 797,177 — 947,399 
Time deposits2,201,658 — 2,182,337 — 2,182,337 
Accrued interest payable24,101 24,101 — — 24,101 
Federal funds purchased555,000 555,003 — — 555,003 
Federal Home Loan Bank advances1,165,000 1,164,991 — — 1,164,991 
Senior debt and subordinated debt539,994 — 461,365 — 461,365 
Other borrowings459,120 458,087 1,010 — 459,097 
Other liabilities 454,641 146,849 291,224 16,568 454,641 

December 31, 2022
Estimated Fair Value
Carrying AmountLevel 1Level 2Level 3Total
(dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents$681,921 $681,921 $— $— $681,921 
FRB and FHLB stock130,186 — 130,186 — 130,186 
Loans held for sale7,264 — 7,264 — 7,264 
AFS securities2,646,767 218,485 2,428,282 — 2,646,767 
HTM securities1,321,256 — 1,125,049 — 1,125,049 
Loans, net20,010,181 — — 18,862,701 18,862,701 
Accrued interest receivable91,579 91,579 — — 91,579 
Other assets642,049 419,419 166,796 55,834 642,049 
FINANCIAL LIABILITIES
Demand and savings deposits$18,851,912 $18,851,912 $— $— $18,851,912 
Brokered deposits208,416 188,416 25,085 — 213,501 
Time deposits1,589,210 — 1,574,747 — 1,574,747 
Accrued interest payable10,185 10,185 — — 10,185 
Federal funds purchased191,000 190,998 — — 190,998 
Federal Home Loan Bank advances1,250,000 1,249,629 — — 1,249,629 
Senior debt and subordinated debt539,634 — 456,867 — 456,867 
Other borrowings890,573 889,393 1,180 — 890,573 
Other liabilities467,705 154,912 296,465 16,328 467,705 

38


Fair values of financial instruments are significantly affected by the assumptions used, principally the timing of future cash flows and discount rates. Because assumptions are inherently subjective in nature, the estimated fair values cannot be substantiated by comparison to independent market quotes and, in many cases, the estimated fair values could not necessarily be realized in an immediate sale or settlement of the instrument. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Corporation.

For short-term financial instruments, defined as those with remaining maturities of 90 days or less, and excluding those recorded at fair value on the Corporation's consolidated balance sheets, book value was considered to be a reasonable estimate of fair value.

The following instruments are predominantly short-term:
Assets  Liabilities
Cash and cash equivalents  Demand and savings deposits
Accrued interest receivable  Other borrowings
  Accrued interest payable

FRB and FHLB stock represent restricted investments and are carried at cost on the consolidated balance sheets, which is a reasonable estimate of fair value.

As of June 30, 2023, fair values for loans and time deposits were estimated by discounting future cash flows using the current rates, as adjusted for liquidity considerations, at which similar loans would be made to borrowers and similar deposits would be issued to customers for the same remaining maturities. Fair values of loans also include estimated credit losses that would be assumed in a market transaction, which represents estimated exit prices.

Brokered deposits consist of demand and saving deposits, which are classified as Level 1, and time deposits, which are classified as Level 2. The fair value of these deposits is determined in a manner consistent with the respective type of deposits discussed above.

NOTE 10 – Net Income Per Share

Basic net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding.

Diluted net income per share is calculated as net income available to common shareholders divided by the weighted average number of shares outstanding plus the incremental number of shares added as a result of converting common stock equivalents, calculated using the treasury stock method. The Corporation's common stock equivalents consist of outstanding stock options, restricted stock, RSUs, and PSUs. PSUs are required to be included in weighted average diluted shares outstanding if performance measures, as defined in each PSU award agreement, are met as of the end of the period.

A reconciliation of weighted average shares outstanding used to calculate basic and diluted net income per share follows (in thousands, except per share data):
Three months ended June 30Six months ended June 30
 2023202220232022
Weighted average shares outstanding (basic)165,854 160,920 166,227 160,755 
Impact of common stock equivalents1,337 1,155 1,582 1,260 
Weighted average shares outstanding (diluted)167,191 162,075 167,809 162,015 
Per share:
Basic$0.46 $0.42 $0.86 $0.80 
Diluted0.46 0.42 0.85 0.80 





39


NOTE 11 – Stock-Based Compensation

The Corporation grants equity awards to employees in the form of stock options, restricted stock, RSUs or PSUs under its Employee Equity Plan. In addition, employees may purchase stock under the Corporation's Employee Stock Purchase Plan. The fair value of equity awards granted to employees is recognized as compensation expense over the period during which employees are required to provide service in exchange for such awards. Compensation expense for PSUs is also recognized over the period during which employees are required to provide service in exchange for such awards, however, compensation expense may vary based on the expectations for actual performance relative to defined performance measures.

The Corporation also grants equity awards to non-employee members of its board of directors and the Bank board of directors under the Directors’ Plan. Under the Directors’ Plan, the Corporation can grant equity awards to non-employee Corporation and Bank directors in the form of restricted stock, RSUs or common stock. Recent grants of equity awards under the Directors’ Plan have been limited to RSUs.

Equity awards under the Employee Equity Plan are generally granted annually and generally become fully vested over or after a three-year vesting period. The vesting period for non-performance-based awards represents the period during which employees are required to provide service in exchange for such awards. Equity awards under the Directors' Plan are generally granted annually and become fully vested after a one-year vesting period. Certain events, as defined in the Employee Equity Plan and the Directors' Plan, result in the acceleration of the vesting of equity awards.

Fair values for RSUs and a majority of PSUs are based on the trading price of the Corporation's stock on the date of grant and earn dividend equivalents during the vesting period, which are forfeitable if the awards do not vest. The fair value of certain PSUs is estimated through the use of the Monte Carlo valuation methodology as of the date of grant.

As of June 30, 2023, the Employee Equity Plan had approximately 4.4 million shares reserved for future grants through 2032, and the Directors’ Plan had approximately 406,000 shares reserved for future grants through 2033.

The following table presents compensation expense and the related tax benefits for equity awards recognized in the consolidated statements of income:
Three months ended June 30Six months ended June 30
 2023202220232022
 (dollars in thousands)
Compensation expense$2,571 $3,846 $4,240 $6,586 
Tax benefit(565)(758)(927)(1,361)
Total stock-based compensation, net of tax $2,006 $3,088 $3,313 $5,225 

NOTE 12 – Employee Benefit Plans

The net periodic pension cost for the Pension Plan consisted of the following components:
Three months ended June 30Six months ended June 30
 2023202220232022
 (dollars in thousands)
Interest cost$855 $598 $1,711 $1,196 
Expected return on plan assets(877)(1,099)(1,754)(2,197)
Net amortization and deferral80 164 161 327 
Net periodic pension cost$58 $(337)$118 $(674)







40


The components of the net benefit for the Postretirement Plan consisted of the following components:
Three months ended June 30Six months ended June 30
 2023202220232022
 (dollars in thousands)
Interest cost$13 $9 $26 $17 
Net accretion and deferral(136)(131)(272)(262)
Net periodic benefit$(123)$(122)$(246)$(245)

In connection with the Merger, the Corporation assumed the obligations of Prudential Bancorp under a multiemployer defined benefit pension plan that had previously been closed to new Prudential Bancorp participants.

The Corporation recognizes the funded status of its Pension Plan and Postretirement Plan on the consolidated balance sheets and recognizes the change in that funded status through other comprehensive income.

NOTE 13 – Commitments and Contingencies

Commitments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its borrowers or obligors.

Commitments to extend credit are agreements to lend to a borrower or obligor as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower or obligor. Since a portion of the commitments is expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Corporation evaluates each borrower's or obligor's creditworthiness on a case-by-case basis. The amount of collateral, if any, obtained upon an extension of credit is based on management's credit evaluation of the borrower or obligor. Collateral held varies but may include accounts receivable, inventory, property, equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued to guarantee the financial or performance obligation of a borrower or obligor to a third party. Commercial letters of credit are conditional commitments issued to facilitate foreign and domestic trade transactions for borrowers or obligors. The credit risk involved in issuing letters of credit is similar to that involved in extending loan facilities. These obligations are underwritten consistent with commercial lending standards. The maximum exposure to loss for standby and commercial letters of credit is equal to the contractual (or notional) amount of the instruments.

The following table presents the Corporation's commitments to extend credit and letters of credit:
June 30,
2023		December 31, 2022
 (dollars in thousands)
Commitments to extend credit$8,963,903 $8,695,621 
Standby letters of credit259,063 260,829 
Commercial letters of credit53,816 49,288 

Residential Lending

The Corporation originates and sells residential mortgages to secondary market investors. The Corporation provides customary representations and warranties to secondary market investors that specify, among other things, that the loans have been underwritten to the standards of the secondary market investor. The Corporation may be required to repurchase specific loans or reimburse the investor for a credit loss incurred on a sold loan if it is determined that the representations and warranties have not been met. Under some agreements with secondary market investors, the Corporation may have additional credit exposure beyond customary representations and warranties, based on the specific terms of those agreements.

The Corporation maintains a reserve for estimated losses related to loans sold to investors. As of June 30, 2023 and December 31, 2022, the total reserve for losses on residential mortgage loans sold was $1.4 million, including reserves for both
41


representation and warranty and credit loss exposures. In addition, a component of ACL - OBS credit exposures of $5.0 million and $6.0 million, as of June 30, 2023 and December 31, 2022, respectively, related to additional credit exposures for potential loan repurchases.

Legal Proceedings

The Corporation is involved in various pending and threatened claims and other legal proceedings in the ordinary course of its business activities. The Corporation evaluates the possible impact of these matters, taking into consideration the most recent information available. A loss reserve is established for those matters for which the Corporation believes a loss is both probable and reasonably estimable. Once established, the reserve is adjusted as appropriate to reflect any subsequent developments. Actual losses with respect to any such matter may be more or less than the amount estimated by the Corporation. For matters where a loss is not probable, or the amount of the loss cannot be reasonably estimated by the Corporation, no loss reserve is established.

In addition, from time to time, the Corporation is involved in investigations or other forms of regulatory or governmental inquiry covering a range of possible issues and, in some cases, these may be part of similar reviews of the specified activities of other companies. These inquiries or investigations could lead to administrative, civil or criminal proceedings involving the Corporation, and could result in fines, penalties, restitution, other types of sanctions, or the need for the Corporation to undertake remedial actions, or to alter its business, financial or accounting practices. The Corporation's practice is to cooperate fully with regulatory and governmental inquiries and investigations.

As of the date of this report, the Corporation believes that any liabilities, individually or in the aggregate, that may result from the final outcomes of pending legal proceedings, or regulatory or governmental inquiries or investigations, will not have a material adverse effect on the financial condition of the Corporation. However, legal proceedings, inquiries and investigations are often unpredictable, and it is possible that the ultimate resolution of any such matters, if unfavorable, may be material to the Corporation's results of operations in any future period, depending, in part, upon the size of the loss or liability imposed and the operating results for the period, and could have a material adverse effect on the Corporation's business. In addition, regardless of the ultimate outcome of any such legal proceeding, inquiry or investigation, any such matter could cause the Corporation to incur additional expenses, which could be significant, and possibly material, to the Corporation's results of operations in any future period.

NOTE 14 – Borrowings

On March 16, 2022, $65.0 million of senior notes with a fixed rate of 3.60% were repaid upon their maturity.

The Corporation owned all of the common stock of the Columbia Bancorp Statutory Trust, Columbia Bancorp Statutory Trust II and Columbia Bancorp Statutory Trust III, each of which issued TruPS in conjunction with the Corporation issuing junior subordinated deferrable interest debentures to these trusts. In September 2022, the Corporation redeemed all of the outstanding junior subordinated deferrable interest debentures issued to these trusts, totaling approximately $17.2 million, and these trusts redeemed all of the outstanding TruPS in a like amount, after which the subsidiary trusts were canceled.



42


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

This Management's Discussion relates to the Corporation, a financial holding company registered under the BHCA and corporation incorporated under the laws of the Commonwealth of Pennsylvania, and its wholly owned subsidiaries. Management's Discussion should be read in conjunction with the consolidated financial statements and other financial information presented in this report.

OVERVIEW

The Corporation is a financial holding company, which, through its wholly owned banking subsidiary, provides a full range of retail and commercial financial services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia.

The Corporation generates the majority of its revenue through net interest income, or the difference between interest earned on loans and investments and interest paid on deposits and borrowings. Growth in net interest income is dependent upon balance sheet growth and maintaining or increasing the net interest margin, which is FTE net interest income as a percentage of average interest-earning assets. The Corporation also generates revenue through fees earned on various services and products offered to its customers and through gains on sales of assets, such as loans, investments and properties. Offsetting these revenue sources are provisions for credit losses on loans and OBS credit risks, non-interest expenses and income taxes.

The following table presents a summary of the Corporation's earnings and selected performance ratios:
Three months ended June 30Six months ended June 30
 2023202220232022
(dollars in thousands, except per share data)
Net income$79,607$69,989$147,920$134,277
Net income available to common shareholders$77,045$67,427$142,796$129,153
Diluted net income available to common shareholders per share$0.46$0.42$0.85$0.80
Diluted operating net income available to common shareholders per share, annualized(1)
$0.47$0.42$0.86$0.80
Return on average assets, annualized1.17 %1.10 %1.10 %1.06 %
Operating return on average assets, annualized(1)
1.18 %1.11 %1.11 %1.07 %
Return on average common shareholders' equity12.59 %11.57 %11.81 %10.78 %
Return on average common shareholders' equity (tangible), annualized(1)
16.52 %15.23 %15.50 %14.01 %
Net interest margin(2)
3.40 %3.04 %3.46 %2.91 %
Efficiency ratio(1)
60.1 %61.4 %59.3 %63.5 %
Non-performing assets to total assets0.55 %0.71 %0.55 %0.71 %
Net charge-offs (recoveries) to average loans0.04 %(0.08)%0.15 %(0.05)%
(1) Ratio represents a financial measure derived by methods other than GAAP. See reconciliation of this non-GAAP financial measure to the most directly
comparable GAAP measure under the "Supplemental Reporting of Non-GAAP Based Financial Measures" section of Management's Discussion.
(2) Presented on a FTE basis, using a 21% federal tax rate and statutory interest expense disallowances.

Federal Funds Rate

Since March 16, 2022, the FOMC increased the target range for the Feds Fund Rate eleven times to address elevated levels of inflation, placing the target range for the Fed Funds Rate at 5.25% - 5.50% as of August 8, 2023.

LIBOR Transition

As disclosed in Item 1A. Risk Factors of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, U.S. dollar LIBOR ceased as of June 30, 2023. The Corporation has successfully transitioned substantially all of its products away from LIBOR as of June 30, 2023. For most financial products, the most common alternative reference rates have been SOFR-based benchmarks. This is true for both new originations and legacy LIBOR contracts that were subject to amendment or a transition by their terms.
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Financial Highlights

Following is a summary of the financial highlights for the three months and six months ended June 30, 2023:

•Net Income Available to Common Shareholders and Net Income Per Share - Net income available to common shareholders was $77.0 million for the three months ended June 30, 2023, a $9.6 million increase compared to $67.4 million for the same period in 2022. Diluted net income available to common shareholders, per share was $0.46 for the three months ended June 30, 2023, a $0.04 increase compared to the same period in 2022. Net income available to common shareholders was $142.8 million for the six months ended June 30, 2023, a $13.6 million increase compared to $129.2 million for the same period in 2022. Diluted net income available to common shareholders, per share was $0.85 for the six months ended June 30, 2023, a $0.05 increase compared to the same period in 2022.

•Net Interest Income - Net interest income was $212.9 million for the three months ended June 30, 2023, an increase of $34.0 million, or 19.0%, compared to $178.8 million for the same period in 2022. The increase was driven by higher interest rates and an increase in average balances for net loans, partially offset by higher interest rates and an increase in the average balance of higher-cost borrowings and other interest-bearing liabilities and interest-bearing deposits. Net interest income was $428.4 million for the six months ended June 30, 2023, an increase of $88.3 million, or 26.0%, compared to $340.1 million for the same period in 2022. The increase was driven by higher interest rates and an increase in average balances for net loans, partially offset by higher interest rates and an increase in the average balance of higher-cost borrowings and other interest-bearing liabilities and interest-bearing deposits.

•Net Interest Margin - For the three months ended June 30, 2023, NIM increased to 3.40%, or 36 bps, compared to the same period in 2022, driven by a 196 bps increase in the yield on net loans, a 20 bps increase in the yield on investment securities and a 285 bps increase in the yield on other interest-earning assets, partially offset by a 150 bps increase in the cost of funds. For the six months ended June 30, 2023, NIM increased to 3.46%, or 55 bps, compared to the same period in 2022, driven by a 192 bps increase in the yield on net loans, a 24 bps increase in the yield on investment securities and a 282 bps increase in the yield on other interest-earning assets, partially offset by a 128 bps increase in the cost of funds.

•Loan Growth - Average net loans increased $2.2 billion, or 12.0%, for the three months ended June 30, 2023 compared to the same period in 2022. The increase in average net loans was largely driven by increases in average residential mortgage loans, average commercial and industrial loans, average commercial mortgage loans, average consumer loans and average real estate construction loans of $955.6 million, $474.5 million, $435.0 million, $278.3 million and $117.4 million, respectively. Average net loans increased $2.2 billion, or 11.6%, for the six months ended June 30, 2023 compared to the same period in 2022. The increase in average net loans was largely driven by increases in average residential mortgage loans, average commercial mortgage loans, average commercial and industrial loans, average consumer loans and average real estate construction loans of $929.3 million, $429.9 million, $412.2 million, $281.3 million and $126.5 million, respectively.

•Deposit Decrease - Average deposits decreased $316.6 million, or 1.5%, for the three months ended June 30, 2023 compared to the same period in 2022. The decrease in average deposits was largely due to a decrease in average noninterest-bearing demand deposits of $1.6 billion, partially offset by increases in average brokered deposits of $710.6 million, average time deposits of $454.8 million and average savings deposits of $206.9 million. Average deposits decreased $609.6 million, 2.8%, for the six months ended June 30, 2023 compared to the same period in 2022. The decrease in average deposits was due to decreases in average noninterest-bearing demand deposits of $1.2 billion and average interest-bearing demand deposits of $199.6 million, partially offset by increases in average brokered deposits of $451.4 million and average time deposits of $228.5 million.

•Borrowings and Other Interest-Bearing Liabilities Increase - Average borrowings and other interest-bearing liabilities increased $1.8 billion, for the three months ended June 30, 2023 compared to the same period in 2022. The increase in borrowings and other interest-bearing liabilities was primarily due to increases in average FHLB advances and Federal funds purchased of $880.8 million and $676.5 million, respectively. Average borrowings and other interest-bearing liabilities increased $1.9 billion for the six months ended June 30, 2023 compared to the same period in 2022. The increase in borrowings and other interest-bearing
44


liabilities was primarily due to increases in average FHLB advances and Federal funds purchased of $1.1 billion and $591.3 million, respectively.

•Asset Quality - Non-performing assets decreased $26.1 million, or 14.7%, as of June 30, 2023 compared to December 31, 2022, and were 0.55% and 0.66% of total assets as of those dates, respectively. Annualized net charge-offs to average loans outstanding was 0.04% for the three months ended June 30, 2023, compared to annualized recoveries to average loans outstanding of (0.08)% for the same period in 2022. Net charge-offs of $16.0 million during the six months ended June 30, 2023 were primarily due to a charge-off of $13.3 million during the first quarter of 2023 for a commercial office loan. The provision for credit losses was $9.7 million for the three months ended June 30, 2023, compared to a provision for credit losses of $1.5 million for the same period in 2022. The provision for credit losses was $34.3 million for the six months ended June 30, 2023, compared to a negative provision of $5.5 million for the same period in 2022. The increases in provision for credit losses for the three and six months ended June 30, 2023 were primarily driven by loan growth and changes to the macroeconomic outlook.

•Non-interest Income - Non-interest income, excluding investment securities gains, for the three months ended June 30, 2023, increased $2.2 million, or 3.8%, compared to the same period in 2022. The increase in non-interest income was primarily due to increases in commercial customer interest rate swap fee income, reflected in capital markets, of $2.1 million. Non-interest income, excluding investment securities gains, for the six months ended June 30, 2023, decreased $1.3 million, or 1.2%, compared to the same period in 2022. The decrease in non-interest income was primarily due to decreases of $3.4 million in mortgage banking income, $2.2 million in overdraft fees and $1.0 million in wealth management revenues, partially offset by increases of $4.3 million in commercial banking income and $1.0 million in consumer card fee income.

•Non-interest Expense - Non-interest expense, excluding merger-related expenses of $1.0 million in the second quarter of 2022, increased $19.3 million, or 13.0%, for the three months ended June 30, 2023 compared to the same period in 2022. The increase in non-interest expense, excluding merger-related expenses, was primarily due to increases of $8.7 million in salaries and employee benefits expense, $2.1 million in other outside services expense, $2.1 million in data processing and software expense, $1.9 million in FDIC insurance expense, primarily due to the adoption of a final rule to increase base deposit insurance assessment rates effective January 1, 2023, $0.9 million in intangible amortization expense and $0.8 million in net occupancy expense. Higher expense levels compared to the second quarter of 2022 are in part due to the Prudential Bancorp acquisition. The $8.7 million increase in salaries and benefits expense was primarily driven by annual merit increases, an increase in the number of employees, higher healthcare claims expenses and higher pension costs. Non-interest expense, excluding merger-related expenses of $1.4 million in the six months ended June 30, 2022, increased $33.4 million, or 11.3%, for the six months ended June 30, 2023. The increase in non-interest expense, excluding merger-related expenses, was primarily due to increases of $13.5 million in salaries and employee benefits expense, $4.0 million in other outside services expense, $3.6 million in data processing and software expense, $3.5 million in FDIC insurance expense, primarily due to the adoption of a final rule to increase base deposit insurance assessment rates effective January 1, 2023, $1.4 million in intangible amortization expense, $0.9 million in marketing expenses and $0.8 million in state taxes. Higher expense levels compared to the same period in 2022 are in part due to the Prudential Bancorp acquisition. Additional drivers of the increase in non-interest expense were an unfavorable change of $1.8 million due to higher gains on sales of owned assets in 2022, $1.0 million in fraud-related losses and $0.9 million in travel and entertainment expenses, in each case, reflected in "other" expense. The $13.5 million increase in salaries and benefits expense was primarily driven by annual merit increases, an increase in the number of employees, higher healthcare claims expenses and higher pension costs.

•Income Taxes - The Corporation's ETR was 16.8% for the three months ended June 30, 2023 and 17.3% for the six months ended June 30, 2023 compared to 17.3% for the full-year of 2022. The ETR is generally lower than the federal statutory rate of 21% due to tax-exempt interest income earned on loans, investments in tax-free municipal securities and investments in community development projects that generate tax credits under various programs.

Critical Accounting Policies

The Corporation's accounting policies are fundamental to understanding Management’s Discussion. Critical policies are those that the Corporation considers to be most important to the presentation of its financial condition and results of operations, because they require management's most difficult judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.

45


The Corporation's critical accounting policies are described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022.

Supplemental Reporting of Non-GAAP Based Financial Measures

This Quarterly Report on Form 10-Q contains supplemental financial information, as detailed below, that has been derived by methods other than GAAP. The Corporation has presented these non-GAAP financial measures because it believes that these measures provide useful and comparative information to assess trends in the Corporation's results of operations. Presentation of these non-GAAP financial measures is consistent with how the Corporation evaluates its performance internally and these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Corporation's industry. Management believes that these non-GAAP financial measures, in addition to GAAP measures, are also useful to investors to evaluate the Corporation's results. Investors should recognize that the Corporation's presentation of these non-GAAP financial measures might not be comparable to similarly-titled measures of other companies. These non-GAAP financial measures should not be considered a substitute for GAAP basis measures, and the Corporation strongly encourages a review of its consolidated financial statements in their entirety.

Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure follow:
Three months ended June 30Six months ended June 30
2023202220232022
(dollars in thousands, except per share data)
Operating net income available to common shareholders
Net income available to common shareholders$77,045 $67,427 $142,796 $129,153 
Plus: Core deposit intangible amortization912 — 1,426 — 
Plus: Merger-related expenses— 1,027 — 1,428 
Less: Tax impact of adjustments(192)(216)(299)(300)
Operating net income available to common shareholders (numerator)$77,765 $68,238 $143,923 $130,281 
Weighted average shares (diluted) (denominator)167,191 162,075 167,809 162,015 
Operating net income available to common shareholders, per share (diluted)$0.47 $0.42 $0.86 $0.80 
Operating return on average assets, annualized
Net income$79,607$69,989 $147,920$134,277
Plus: Core deposit intangible amortization912—1,426—
Plus: Merger-related expenses—1,027—1,428
Less: Tax impact of adjustments(192)(216)(299)(300)
Operating net income (numerator)$80,327$70,800$149,047$135,405
Total average assets (denominator)$27,235,567$25,578,432$27,069,036$25,600,325
Operating return on average assets1.18 %1.11 %1.11 %1.07 %
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Three months ended June 30Six months ended June 30
2023202220232022
Return on average common shareholders' equity (tangible)
Net income available to common shareholders$77,045$67,427$142,796$129,153
Plus: Intangible amortization1,072177 1,746353
Plus: Merger-related expenses—1,027 —1,428
Less: Tax impact of adjustments(225)(253)(367)(374)
Operating net income available to common shareholders (numerator)$77,892$68,378$144,175$130,560
Average shareholders' equity$2,647,464$2,531,346$2,630,484$2,609,655
Less: Average goodwill and intangible assets(563,146)(537,786)(562,449)(537,881)
Less: Average preferred stock(192,878)(192,878)(192,878)(192,878)
Average tangible common shareholders' equity (denominator)$1,891,440$1,800,682$1,875,157$1,878,896
Return on average common shareholders' equity (tangible)16.52 %15.23 %15.50 %14.01 %
Efficiency ratio
Non-interest expense$168,018$149,730$327,636$295,708
Less: Amortization of tax credit investments—(696)—(1,391)
Less: Merger-related expenses—(1,027)—(1,428)
Less: Intangible amortization(1,072)(177)(1,746)(353)
Non-interest expense (numerator)$166,946$147,830$325,890$292,536
Net interest income$212,852$178,831$428,439$340,141
Tax equivalent adjustment4,4053,4278,8196,716
Plus: Total non-interest income60,58558,391112,339113,647
Less: Investment securities (gains) losses, net4(8)(19)(27)
Total revenue (denominator)$277,846$240,641$549,578$460,477
Efficiency ratio60.1 %61.4 %59.3 %63.5 %


47


RESULTS OF OPERATIONS

Three months ended June 30, 2023 compared to the three months ended June 30, 2022

Net Interest Income

Net interest income was $212.9 million for the three months ended June 30, 2023, an increase of $34.0 million, or 19.0%, compared to the same period in 2022. For the three months ended June 30, 2023, net interest margin increased 36 bps to 3.40% compared to the same period in 2022. The Corporation manages the risk associated with changes in interest rates through the techniques described within Item 3, "Quantitative and Qualitative Disclosures About Market Risk" in this Quarterly Report on Form 10-Q. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate, and statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.

 Three months ended June 30
 20232022
Average
Balance		InterestYield/
Rate		Average
Balance		InterestYield/
Rate
ASSETS(dollars in thousands)
Interest-earning assets:
Net loans(1)
$20,866,235 $287,154 5.52 %$18,637,175 $165,682 3.56 %
   Investment securities(2)
4,234,096 27,303 2.57 4,398,424 26,061 2.37 
Other interest-earning assets529,582 4,860 3.68 951,504 1,983 0.83 
Total interest-earning assets25,629,913 319,317 4.99 23,987,103 193,726 3.24 
Noninterest-earning assets:
Cash and due from banks129,682 160,240 
Premises and equipment216,847 216,798 
Other assets1,541,657 1,463,332 
Less: ACL - loans(3)
(282,532)(249,041)
Total Assets$27,235,567 $25,578,432 
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits$5,535,669 $14,612 1.06 %$5,597,975 $797 0.06 %
Savings and money market deposits6,632,572 29,289 1.77 6,425,634 1,125 0.07 
Brokered deposits954,773 12,135 5.10 244,200 619 1.02 
Time deposits2,063,038 13,763 2.68 1,608,286 3,255 0.81 
Total interest-bearing deposits15,186,052 69,799 1.84 13,876,095 5,796 0.17 
Borrowings and other interest-bearing liabilities2,790,860 32,261 4.60 1,003,830 5,672 2.27 
Total interest-bearing liabilities17,976,912 102,060 2.27 14,879,925 11,468 0.31 
Noninterest-bearing liabilities:
Demand deposits6,021,091 7,647,618 
Other noninterest-bearing liabilities590,100 519,543 
Total Liabilities24,588,103 23,047,086 
Total Deposits/Cost of deposits21,207,143 1.32 21,523,713 0.11 
Total Interest-bearing liabilities and non-interest bearing deposits/Cost of funds23,998,003 1.70 22,527,543 0.20 
Shareholders’ equity2,647,464 2,531,346 
Total Liabilities and Shareholders’ Equity$27,235,567 $25,578,432 
Net interest income/FTE NIM217,257 3.40 %182,258 3.04 %
Tax equivalent adjustment(4,405)(3,427)
Net interest income$212,852 $178,831 
(1) Average balance includes non-performing loans.
(2) Balances include amortized historical cost for AFS. The related unrealized holding gains (losses) are included in other assets.
(3) ACL - loans relates to the ACL specifically for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.

48


The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average balances (volume) and changes in yields and rates for the three months ended June 30, 2023 in comparison to the same period in 2022:
 2023 vs. 2022
Increase (Decrease) due
to change in
 VolumeYield/RateNet
 (dollars in thousands)
FTE Interest income on:
Net loans(1)
$21,679 $99,793 $121,472 
Investment securities(965)2,207 1,242 
Other interest-earning assets(1,217)4,094 2,877 
Total interest income$19,497 $106,094 $125,591 
Interest expense on:
Demand deposits$(9)$13,824 $13,815 
Savings and money market deposits37 28,127 28,164 
Brokered deposits4,850 6,666 11,516 
Time deposits1,147 9,361 10,508 
Borrowings and other interest-bearing liabilities16,865 9,724 26,589 
Total interest expense$22,890 $67,702 $90,592 
(1) Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the second quarter of 2022, FTE total interest income for the second quarter of 2023 increased $125.6 million, or 64.8%, primarily due to an increase of $106.1 million attributable to changes in yield, of which $99.8 million related to net loans. The yield on average interest-earning assets increased 175 bps in the second quarter of 2023 compared to the same period in 2022.

In the second quarter of 2023, interest expense increased $90.6 million compared to the second quarter of 2022, primarily driven by the increase in rate on interest-bearing liabilities resulting in a $67.7 million increase in interest expense. The increase in interest expense attributable to rate was driven by increases in the rates on savings and money market deposits, demand deposits, borrowings and other interest-bearing liabilities, time deposits and brokered deposits. The increase in volume of borrowings and other interest-bearing liabilities contributed an increase of $22.9 million in interest expense, primarily due to an increase in average borrowings and other interest-bearing liabilities and brokered deposits.

Average loans and average FTE yields, by type, are summarized in the following table:
Three months ended June 30
 20232022Increase (Decrease)
 BalanceYieldBalanceYield$%
 (dollars in thousands)
Real estate – commercial mortgage$7,775,436 5.93 %$7,340,417 3.46 %$435,019 5.9 %
Commercial and industrial4,629,919 6.16 4,155,436 3.57 474,483 11.4 
Real estate – residential mortgage5,008,295 3.70 4,052,666 3.31 955,629 23.6 
Real estate – home equity1,066,615 6.93 1,118,494 4.09 (51,879)(4.6)
Real estate – construction1,306,286 6.68 1,188,932 3.44 117,354 9.9 
Consumer763,407 5.85 485,095 5.30 278,312 57.4 
Leases and other loans(1)
316,277 4.48 296,135 4.66 20,142 6.8 
Total loans$20,866,235 5.52 %$18,637,175 3.56 %$2,229,060 12.0 %
(1) Consists of equipment lease financing, overdrafts and net origination fees and costs.

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During the second quarter of 2023, average loans increased $2.2 billion, or 12.0%, compared to the same period in 2022. The increase in average loans was largely driven by increases in average residential mortgage loans, average commercial and industrial loans, average commercial mortgage loans and average consumer loans of $955.6 million, $474.5 million, $435.0 million and $278.3 million, respectively. The yield on total loans increased 196 bps to 5.52% for the second quarter of 2023, compared to 3.56% for the same period in 2022, primarily due to rising interest rates.

Average deposits and average interest rates, by type, are summarized in the following table:
Three months ended June 30
 20232022Increase (Decrease)
 BalanceRateBalanceRate$%
 (dollars in thousands)
Noninterest-bearing demand$6,021,091 — %$7,647,618 — %$(1,626,527)(21.3)%
Interest-bearing demand5,535,669 1.06 5,597,975 0.06 (62,306)(1.1)
Savings and money market deposits6,632,572 1.77 6,425,634 0.07 206,938 3.2 
Total demand deposits and savings and money market deposits18,189,332 0.97 19,671,227 0.04 (1,481,895)(7.5)
Brokered deposits954,773 5.10 244,200 1.02 710,573 291.0 
Time deposits2,063,038 2.68 1,608,286 0.81 454,752 28.3 
Total deposits$21,207,143 1.32 %$21,523,713 0.11 %$(316,570)(1.5)%

The cost of total deposits increased 121 bps, to 1.32%, for the second quarter of 2023 compared to 0.11% for the same period in 2022, due to an increase in rates and a change in the mix of deposits. The rate on total demand deposits and savings and money market deposits increased to 0.97% for the second quarter of 2023 compared to 0.04% for the same period in 2022. Average noninterest-bearing demand deposits decreased $1.6 billion for the second quarter of 2023 compared to the same period in 2022. Average brokered deposits and average time deposits increased $710.6 million and $454.8 million, respectively, during the second quarter of 2023 compared to the same period in 2022.

Average borrowings and interest rates, by type, are summarized in the following table:
Three months ended June 30
 20232022Increase (Decrease)
 BalanceRateBalanceRate$%
Borrowings and other interest-bearing liabilities:(dollars in thousands)
Federal funds purchased$679,401 5.31 %$2,857 N/M$676,544 N/M
Federal Home Loan Bank advances880,811 5.34 11 N/M880,800 N/M
Senior debt and subordinated debt539,906 3.96 555,701 3.94 (15,795)(2.8)
Other borrowings and other interest-bearing liabilities(1)
690,742 3.47 445,261 0.19 245,481 55.1 
Total borrowings and other interest-bearing liabilities$2,790,860 4.60 %$1,003,830 2.27 %$1,787,030 N/M
(1) Includes repurchase agreements, short-term promissory notes, capital leases and collateral liabilities.

Average total borrowings and other interest-bearing liabilities increased $1.8 billion in the second quarter of 2023 compared to the same period in 2022. Average total borrowings and other interest-bearing liabilities increased primarily as a result of a decrease in average total deposits and an increase in the average net loan balance. Average FHLB advances, average Federal funds purchased and average other borrowings and other interest-bearing liabilities increased $880.8 million, $676.5 million and $245.5 million, respectively.

Provision for Credit Losses

The provision for credit losses was $9.7 million for the second quarter of 2023 compared to a provision of $1.5 million for the same period in 2022. The increase in provision for credit losses was primarily driven by loan growth and changes to the macroeconomic outlook.

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Non-Interest Income

The following table presents the components of non-interest income:
 Three months ended June 30Increase (Decrease)
 20232022$%
 (dollars in thousands)
Wealth management$18,678 $18,274 $404 2.2 %
Commercial banking:
   Merchant and card7,700 7,355 345 4.7 
   Cash management5,835 6,062 (227)(3.7)
   Capital markets6,092 3,893 2,199 56.5 
   Other commercial banking3,518 3,049 469 15.4 
Total commercial banking 23,145 20,359 2,786 13.7 
Consumer banking:
  Card6,592 6,067 525 8.7 
  Overdraft2,696 3,881 (1,185)(30.5)
  Other consumer banking2,432 2,524 (92)(3.6)
Total consumer banking11,720 12,472 (752)(6.0)
Mortgage banking:
Gains on sales of mortgage loans1,621 2,542 (921)(36.2)
Mortgage servicing income1,319 1,226 93 7.6 
Total mortgage banking 2,940 3,768 (828)(22.0)
Other4,106 3,510 596 17.0 
Non-interest income before investment securities gains 60,589 58,383 2,206 3.8 
Investment securities gains (losses), net(4)8 (12)(150.0)
Total Non-Interest Income$60,585 $58,391 $2,194 3.8 %

Excluding net investment securities gains, non-interest income increased $2.2 million, or 3.8%, in the second quarter of 2023 compared to the same period in 2022. The increase in non-interest income was primarily due to increases in commercial customer interest rate swap fee income, reflected in capital markets, of $2.1 million.






















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Non-Interest Expense

The following table presents the components of non-interest expense:
 Three months ended June 30Increase (Decrease)
 20232022$%
 (dollars in thousands)
Salaries and employee benefits$94,102 $85,404 $8,698 10.2 %
Data processing and software16,776 14,685 2,091 14.2 
Net occupancy14,374 13,587 787 5.8 
Other outside services10,834 8,764 2,070 23.6 
FDIC insurance4,895 2,961 1,934 65.3 
State taxes3,939 3,568 371 10.4 
Equipment 3,530 3,422 108 3.2 
Professional fees1,829 2,013 (184)(9.1)
Marketing1,655 1,326 329 24.8 
Intangible amortization1,072 177 895 N/M
Merger-related expenses— 1,027 (1,027)N/M
Other15,012 12,796 2,216 17.3 
Total non-interest expense$168,018 $149,730 $18,288 12.2 %

Non-interest expense, excluding merger-related expenses of $1.0 million in the second quarter of 2022, increased $19.3 million, or 13.0%, for the three months ended June 30, 2023 compared to the same period in 2022. The increase in non-interest expense, excluding merger-related expenses, was primarily due to increases of $8.7 million in salaries and employee benefits expense, $2.1 million in other outside services expense, $2.1 million in data processing and software expense, $1.9 million in FDIC insurance expense, primarily due to the adoption of a final rule to increase base deposit insurance assessment rates effective January 1, 2023, $0.9 million in intangible amortization expense and $0.8 million in net occupancy expense. Higher expense levels compared to the second quarter of 2022 are in part due to the Prudential Bancorp acquisition. The $8.7 million increase in salaries and benefits expense was primarily driven by annual merit increases, an increase in the number of employees, higher healthcare claims expenses and higher pension costs.

Income Taxes

Income tax expense for the three months ended June 30, 2023 was $16.1 million, a $0.1 million increase from $16.0 million for the same period in 2022. The Corporation's ETR was 16.8% for the three months ended June 30, 2023 compared to 17.3% for the full year in 2022.


















52


Six months ended June 30, 2023 compared to the six months ended June 30, 2022

Net Interest Income

FTE net interest income increased $90.4 million to $437.3 million for the six months ended June 30, 2023, from $346.9 million for the same period in 2022. NIM increased 55 bps to 3.46%, compared to 2.91% for the same period in 2022. The following table provides a comparative average balance sheet and net interest income analysis for those periods. Interest income and yields are presented on an FTE basis, using a 21% federal tax rate, and statutory interest expense disallowances. The discussion following this table is based on these taxable-equivalent amounts.
 Six months ended June 30
 20232022
Average
Balance		Interest Yield/
Rate		Average
Balance		Interest Yield/
Rate
ASSETS(dollars in thousands)
Interest-earning assets:
Net loans(1)
$20,665,779 $550,219 5.36 %$18,510,845 $316,809 3.44 %
   Investment securities (2)
4,261,718 54,824 2.57 4,312,867 50,312 2.33 
Other interest-earning assets511,456 8,508 3.34 1,118,188 2,895 0.52 
Total interest-earning assets25,438,953 613,551 4.85 23,941,900 370,016 3.11 
Noninterest-earning assets:
Cash and due from banks135,436 161,274 
Premises and equipment219,920 218,357 
Other assets1,552,669 1,528,820 
Less: ACL - loans(3)
(277,942)(250,026)
Total Assets$27,069,036 $25,600,325 
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Demand deposits$5,431,696 $23,067 0.86 %$5,631,296 $1,525 0.06 %
Savings and money market deposits6,551,470 49,824 1.53 6,431,060 2,146 0.07 
Brokered deposits698,644 17,308 5.00 247,258 835 0.68 
Time deposits1,880,970 21,221 2.28 1,652,430 6,895 0.84 
Total interest-bearing deposits14,562,780 111,420 1.54 13,962,044 11,401 0.16 
Borrowings and other interest-bearing liabilities2,928,819 64,873 4.43 1,018,740 11,758 2.31 
Total interest-bearing liabilities17,491,599 176,293 2.03 14,980,784 23,159 0.31 
Noninterest-bearing liabilities:
Demand deposits6,329,701 7,540,025 
Other noninterest-bearing liabilities617,252 469,861 
Total Liabilities24,438,552 22,990,670 
Total Deposits/Cost of deposits20,892,481 1.08 21,502,069 0.11 
Total Interest-bearing liabilities and noninterest-bearing deposits/Cost of funds23,821,300 1.49 22,520,809 0.21 
Shareholders’ equity2,630,484 2,609,655 
Total Liabilities and Shareholders’ Equity$27,069,036 $25,600,325 
Net interest income/FTE NIM437,258 3.46 %346,857 2.91 %
Tax equivalent adjustment(8,819)(6,716)
Net interest income$428,439 $340,141 
 
(1) Average balance includes non-performing loans.
(2) Balances include amortized historical cost for AFS. The related unrealized holding gains (losses) are included in other assets.
(3) ACL - loans relates to the ACL specifically for net loans and does not include the ACL for OBS credit exposures, which is included in other liabilities.







53


The following table summarizes the changes in FTE interest income and interest expense resulting from changes in average
balances (volume) and changes in yields and rates for the six months ended June 30, 2023 in comparison to the same period in 2022:

2023 vs. 2022
Increase (Decrease) due
to change in
VolumeYield/RateNet
(dollars in thousands)
FTE interest income on:
Net loans (1)
$40,282 $193,128 $233,410 
Investment securities(594)5,106 4,512 
Other interest-earning assets(2,334)7,947 5,613 
Total interest income$37,354 $206,181 $243,535 
Interest expense on:
Demand deposits$(61)$21,603 $21,542 
Savings and money market deposits43 47,635 47,678 
Brokered deposits3,677 12,796 16,473 
Time deposits1,070 13,256 14,326 
Borrowings and other interest-bearing liabilities35,660 17,455 53,115 
Total interest expense$40,389 $112,745 $153,134 
(1) Average balance includes non-performing loans.

Note: Changes which are partially attributable to both volume and rate are allocated to the volume and rate components presented above based on the percentage of direct changes that are attributable to each component.

Compared to the same period in 2022, FTE total interest income for the six months ended June 30, 2023 increased $243.5 million due to increases of $206.2 million attributable to changes in yield and $37.4 million attributable to changes in volume. The increase due to changes in yield was primarily driven by net loans. The increase due to changes in volume was due to an increase in average net loans, partially offset by decreases in average other interest-earning assets.

The yield on average interest-earning assets increased 174 bps in the six months ended June 30, 2023 compared to the same period in 2022.

For the six months ended June 30, 2023, interest expense increased $153.1 million compared to the same period in 2022, primarily driven by an increase in rate on interest-bearing liabilities resulting in a $112.7 million increase in interest expense. The increase in interest expense attributable to rate was driven by the increases in the rates on savings and money market deposits, demand deposits and borrowings and other interest-bearing liabilities. The increase in interest expense attributable to volume was $40.4 million primarily driven by an increase in average borrowings and other interest-bearing liabilities, which resulted in an increase of $35.7 million in interest expense.















54


Average loans and average FTE yields, by type, are summarized in the following table:
Six months ended June 30
 20232022Increase (Decrease)
 BalanceYieldBalanceYield$%
 (dollars in thousands)
Real estate – commercial mortgage$7,748,356 5.74 %$7,318,422 3.30 %$429,934 5.9 %
Commercial and industrial4,598,097 5.97 4,185,883 3.31 412,214 9.8 
Real estate – residential mortgage4,900,182 3.64 3,970,877 3.30 929,305 23.4 
Real estate – home equity1,076,270 6.65 1,125,257 3.85 (48,987)(4.4)
Real estate – construction1,291,299 6.49 1,164,785 3.23 126,514 10.9 
Consumer742,445 5.62 461,159 5.38 281,286 61.0 
Leases and other loans (1)
309,130 4.29 284,462 5.92 24,668 8.7 
Total loans$20,665,779 5.36 %$18,510,845 3.44 %$2,154,934 11.6 %
(1) Consists of equipment lease financing, overdrafts and net origination fees and costs.

During the six months ended June 30, 2023, average loans increased $2.2 billion, or 11.6%, compared to the same period in 2022. The increase was largely driven by increases in average residential mortgage loans, average commercial mortgage loans, average commercial and industrial loans and average consumer loans of $929.3 million, $429.9 million, $412.2 million and $281.3 million, respectively.

Average deposits and average interest rates, by type, are summarized in the following table:

Six months ended June 30
20232022Increase (Decrease)
BalanceRateBalanceRate$%
(dollars in thousands)
Noninterest-bearing demand$6,329,701 — %$7,540,025 — %$(1,210,324)(16.1)%
Interest-bearing demand5,431,696 0.86 5,631,296 0.06 (199,600)(3.5)
Savings and money market deposits6,551,470 1.53 6,431,060 0.07 120,410 1.9 
Total demand deposits and savings and money market deposits18,312,867 0.80 19,602,381 0.04 (1,289,514)(6.6)
Brokered deposits698,644 5.00 247,258 0.68 451,386 N/M
Time deposits1,880,970 2.28 1,652,430 0.84 228,540 13.8 
Total deposits$20,892,481 1.08 %$21,502,069 0.11 %$(609,588)(2.8)%

The cost of total deposits increased 97 bps to 1.08% for the first six months of 2023 compared to 0.11% for the same period of 2022, primarily due to rising interest rates and a change in the mix of deposits. Average deposits decreased $609.6 million driven by a $1.2 billion decrease in average noninterest-bearing demand deposits, partially offset by increases in average brokered deposits and average time deposits of $451.4 million and $228.5 million, respectively.












55


Average borrowings and interest rates, by type, are summarized in the following table:
Six months ended June 30
 20232022Increase (Decrease)
 BalanceRateBalanceRate$%
(dollars in thousands)
Federal funds purchased$592,753 5.08 %$1,436 N/M$591,317 N/M
Federal Home Loan Bank advances1,070,148 5.11 6 N/M1,070,142 N/M
Senior debt and subordinated debt539,817 3.96 582,184 3.93 (42,367)(7.3)
Other borrowings and other interest-bearing liabilities(1)
726,101 3.26 435,114 0.16 290,987 66.9 
Total borrowings$2,928,819 4.43 %$1,018,740 2.31 %$1,910,079 N/M
(1) Includes repurchase agreements, short-term promissory notes and capital leases.

Average total borrowings increased $1.9 billion during the first six months of 2023 compared to the same period in 2022, primarily as a result of a decrease in average total deposits and an increase in the average net loan balance. Average FHLB advances, average Federal funds purchased and average other borrowings and other interest-bearing liabilities increased $1.1 billion, $591.3 million and $291.0 million, respectively.

Provision for Credit Losses

The provision for credit losses was $34.3 million for the first six months of 2023 compared to a negative provision of $5.5 million for the same period of 2022. The increase in provision for credit losses was primarily driven by loan growth and changes to the macroeconomic outlook. Net charge-offs of $16.0 million during the six months ended June 30, 2023 were primarily due to a charge-off of $13.3 million during the first quarter of 2023 for a commercial office loan.
































56


Non-Interest Income

The following table presents the components of non-interest income:
 Six months ended June 30Increase (Decrease)
 20232022$%
 (dollars in thousands)
Wealth management$36,740 $37,702 $(962)(2.6)%
Commercial banking:
   Merchant and card14,534 13,452 1,082 8.0 
   Cash management11,350 11,490 (140)(1.2)
   Capital markets8,436 5,569 2,867 51.5 
   Other commercial banking6,338 5,856 482 8.2 
Total commercial banking40,658 36,367 4,291 11.8 
Consumer banking:
  Card12,835 11,863 972 8.2 
  Overdraft5,429 7,653 (2,224)(29.1)
  Other consumer banking4,673 4,630 43 0.9 
       Total consumer banking22,937 24,146 (1,209)(5.0)
Mortgage banking:
Gains on sales of mortgage loans2,277 5,568 (3,291)(59.1)
Mortgage servicing income2,633 2,776 (143)(5.2)
       Total mortgage banking 4,910 8,344 (3,434)(41.2)
Other7,075 7,061 14 0.2 
Non-interest income before investment securities gains112,320 113,620 (1,300)(1.1)
Investment securities gains (losses), net19 27 (8)N/M
Total Non-Interest Income$112,339 $113,647 $(1,308)(1.2)%

Excluding net investment securities gains, non-interest income decreased $1.3 million, or 1.1%, during the six months ended June 30, 2023 as compared to the same period in 2022. The decrease in non-interest income was primarily due to decreases of $3.4 million in mortgage banking income, $2.2 million in overdraft fees and $1.0 million in wealth management revenues, partially offset by increases of $4.3 million in commercial banking income and $1.0 million in consumer card fee income.





















57


Non-Interest Expense

The following table presents the components of non-interest expense:
Six months ended June 30Increase (Decrease)
20232022$%
(dollars in thousands)
Salaries and employee benefits$183,385 $169,868 $13,517 8.0 %
Data processing and software32,571 29,000 3,571 12.3 
Net occupancy28,812 28,109 703 2.5 
Other outside services20,960 16,931 4,029 23.8 
FDIC insurance9,690 6,170 3,520 57.1 
State taxes7,418 6,605 813 12.3 
Equipment6,920 6,845 75 1.1 
Professional fees4,221 3,805 416 10.9 
Marketing3,541 2,646 895 33.8 
Intangible amortization1,746 353 1,393 N/M
Merger-related expenses— 1,428 (1,428) N/M
Other28,372 23,948 4,424 18.5 
Total non-interest expense$327,636 $295,708 $31,928 10.8 %

Compared to the first six months of 2022, total non-interest expense in the first six months of 2023, excluding $1.4 million of merger-related expenses, increased $33.4 million, or 11.3%. The increase in non-interest expense, excluding merger-related expenses, was primarily due to increases of $13.5 million in salaries and employee benefits expense, $4.0 million in other outside services expense, $3.6 million in data processing and software expense, $3.5 million in FDIC insurance expense, primarily due to the adoption of a final rule to increase base deposit insurance assessment rates effective January 1, 2023, $1.4 million in intangible amortization expense, $0.9 million in marketing expenses and $0.8 million in state tax expense. Higher expense levels compared to the same period in 2022 are in part due to the Prudential Bancorp acquisition. Additional drivers of the increase in non-interest expense were an unfavorable change of $1.8 million due to higher gains on sales of owned assets in 2022, $1.0 million in fraud-related losses and $0.9 million in travel and entertainment expenses, in each case, reflected in "other" expense. The $13.5 million increase in salaries and benefits expense was primarily driven by annual merit increases, an increase in the number of employees, higher healthcare claims experience and higher pension costs.

Income Taxes

Income tax expense for the six months ended June 30, 2023 was $30.9 million, a $1.6 million increase from $29.3 million for the same period in 2022. The Corporation's ETR was 17.3% for the six months ended June 30, 2023, compared to 17.9% in the same period of 2022.

















58


FINANCIAL CONDITION

The table below presents condensed consolidated ending balance sheets.
June 30,
2023		December 31,
2022		Increase (Decrease)
 $%
Assets(dollars in thousands)
Cash and cash equivalents$504,702 $681,921 $(177,219)(26.0)%
FRB and FHLB Stock124,218 130,186 (5,968)(4.6)
Loans held for sale14,673 7,264 7,409 102.0 
Investment securities3,867,334 3,968,023 (100,689)(2.5)
Net loans, less ACL - loans20,757,243 20,010,181 747,062 3.7 
Net premises and equipment216,322 225,141 (8,819)(3.9)
Goodwill and intangibles561,885 560,824 1,061 0.2 
Other assets1,356,786 1,348,162 8,624 0.6 
Total Assets$27,403,163 $26,931,702 $471,461 1.8 %
Liabilities and Shareholders' Equity
Deposits$21,206,540 $20,649,538 $557,002 2.7 %
Borrowings2,719,114 2,871,207 (152,093)(5.3)
Other liabilities835,357 831,200 4,157 0.5 
Total Liabilities24,761,011 24,351,945 409,066 1.7 
Total Shareholders' Equity2,642,152 2,579,757 62,395 2.4 
Total Liabilities and Shareholders' Equity$27,403,163 $26,931,702 $471,461 1.8 %

Cash and Cash Equivalents

Compared to December 31, 2022, cash and cash equivalents at June 30, 2023 decreased $177.2 million, or 26.0%, primarily due to a $747.1 million increase in net loans.

Shareholders' Equity

Compared to December 31, 2022, shareholders' equity at June 30, 2023 increased $62.4 million, primarily due to a $91.4 million increase in retained earnings from net income of $147.9 million, partially offset by common stock dividends of $51.4 million and preferred stock dividends of $5.1 million. The increase in retained earnings was partially offset by an increase in treasury stock of $41.7 million primarily due to the repurchase of 2.4 million shares of the Corporation's common stock for $40.4 million during the first quarter of 2023.

On December 20, 2022, the Corporation announced that its board of directors approved the 2023 Repurchase Program. Under the 2023 Repurchase Program, the Corporation is authorized to repurchase up to $100.0 million of its common stock through December 31, 2023. During the three months ended June 30, 2023, no shares of the Corporation's common stock were repurchased under this program. In March 2023, the Corporation paused its share repurchase program. See Item 2, "Unregistered Sales of Equity Securities and Use of Proceeds" in this Quarterly Report on Form 10-Q for further details on the repurchase program and activity.

In July 2023, the Corporation resumed repurchasing shares of its common stock under the 2023 Repurchase Program, as permitted by securities laws and other legal requirements and subject to market conditions and other factors.








59


Investment Securities

The following table presents the carrying amount of investment securities:
June 30,
2023		December 31,
2022		Increase (Decrease)
 $%
Available for Sale(dollars in thousands)
U.S. Government securities$220,638 $218,485 $2,153 1.0 %
U.S. Government-sponsored agency securities999 1,008 (9)(0.9)
State and municipal securities1,053,908 1,105,712 (51,804)(4.7)
Corporate debt securities424,379 422,309 2,070 0.5 
Collateralized mortgage obligations120,458 134,033 (13,575)(10.1)
Residential mortgage-backed securities204,888 212,698 (7,810)(3.7)
Commercial mortgage-backed securities547,451 552,522 (5,071)(0.9)
   Total available for sale securities$2,572,721 $2,646,767 $(74,046)(2.8)%
Held to Maturity
Residential mortgage-backed securities$431,704 $457,325 $(25,621)(5.6)%
Commercial mortgage-backed securities862,909 863,931 (1,022)(0.1)
Total held to maturity securities$1,294,613 $1,321,256 $(26,643)(2.0)%
Total Investment Securities$3,867,334 $3,968,023 $(100,689)(2.5)%

Compared to December 31, 2022, total AFS securities at June 30, 2023 decreased $74.0 million, or 2.8%, primarily due to decreases in state and municipal securities, collateralized mortgage obligations and residential mortgage-backed securities of $51.8 million, $13.6 million and $7.8 million, respectively.

At June 30, 2023, total HTM securities decreased $26.6 million compared to December 31, 2022, primarily driven by a decrease of $25.6 million in residential mortgage-backed securities due to paydowns.

Loans

The following table presents ending loans outstanding by type:
June 30,
2023		December 31,
2022		Increase (Decrease)
$%
(dollars in thousands)
Real estate – commercial mortgage$7,846,861 $7,693,835 $153,026 2.0 %
Commercial and industrial4,602,446 4,477,537 124,909 2.8 
Real estate – residential mortgage5,147,262 4,737,279 409,983 8.7 
Real estate – home equity1,061,891 1,102,838 (40,947)(3.7)
Real estate – construction1,308,564 1,269,925 38,639 3.0 
Consumer763,530 699,179 64,351 9.2 
Leases and other loans346,015 328,331 17,684 5.4 
Gross loans21,076,569 20,308,924 767,645 3.8 
Unearned income(31,884)(29,377)(2,507)(8.5)
Net loans$21,044,685 $20,279,547 $765,138 3.8 %

During the six months ended June 30, 2023, net loans increased $765.1 million, or 3.8%, compared to December 31, 2022, primarily due to increases in residential mortgage loans, commercial mortgage loans, commercial and industrial loans and consumer loans of $410.0 million, $153.0 million, $124.9 million and $64.4 million, respectively.

The Corporation does not have a significant concentration of credit risk with any single borrower, industry or geographic location within its footprint. As of June 30, 2023, approximately $9.2 billion, or 43.5%, of the loan portfolio was comprised of
60


commercial mortgage loans and construction loans. The Corporation's policies limit the maximum total lending commitment to an individual borrower to $100.0 million as of June 30, 2023. In addition, the Corporation has established lower total lending limits for certain types of lending commitments and lower total lending limits based on the Corporation's internal risk rating of an individual borrower at the time the lending commitment is approved.

The following table summarizes the industry concentrations within the commercial mortgage and the commercial and industrial loan portfolios:
June 30, 2023December 31, 2022
Real estate(1)
46.7 %43.9 %
Health care6.8 6.5 
Manufacturing6.5 6.8 
Agriculture5.3 5.4 
Other services4.5 4.7 
Construction(2)
4.1 4.7 
Hospitality and food services3.6 3.6 
Retail3.4 3.1 
Wholesale trade3.0 3.1 
Educational services3.0 2.8 
Professional, scientific and technical services2.2 1.8 
Arts, entertainment and recreation2.0 2.0 
Transportation and warehousing1.5 1.3 
Public administration1.1 1.2 
Administrative and Support1.0 1.1 
Other5.3 8.0 
Total100.0 %100.0 %
(1) Includes commercial loans to borrowers engaged in the business of: renting, leasing or managing real estate for others; selling and/or buying real estate for
others; and appraising real estate.
(2) Includes commercial loans to borrowers engaged in the construction industry.


























61


The following table presents the changes in non-accrual loans for the three months and six months ended June 30, 2023:
Commercial 
and
Industrial		Real Estate -
Commercial
Mortgage		Real Estate -
Construction		Real Estate -
Residential
Mortgage		Consumer and Real Estate -
Home
Equity		Leases and other loansTotal
(dollars in thousands)
Three months ended June 30, 2023
Balance at March 31, 2023$31,879 $58,409 $1,278 $24,427 $6,059 $12,251 $134,303 
Additions11,043 5,270 — 711 1,807 606 19,437 
Payments(11,417)(9,430)(179)(525)(660)(358)(22,569)
Charge-offs(2,017)(230)— (62)(1,313)(1,165)(4,787)
Transfers to accrual status— (204)— (2,179)(49)— (2,432)
Transfers to OREO— — — (672)— — (672)
Balance at June 30, 2023$29,488 $53,815 $1,099 $21,700 $5,844 $11,334 $123,280 
Six months ended June 30, 2023
Balance at December 31, 2022$27,116 $70,161 $1,368 $26,294 $6,197 $13,307 $144,443 
Additions18,758 12,376 — 787 4,360 606 36,887 
Payments(13,757)(15,154)(269)(1,119)(1,145)(691)(32,135)
Charge-offs(2,629)(13,592)— (62)(3,519)(1,888)(21,690)
Transfers to accrual status— 24 — (2,407)(49)— (2,432)
Transfers to OREO— — — (1,793)— — (1,793)
Balance at June 30, 2023$29,488 $53,815 $1,099 $21,700 $5,844 $11,334 $123,280 

During the six months ended June 30, 2023, non-accrual loans decreased approximately $21.2 million, or 14.7%, as a result of higher charge-offs and payments, partially offset by the additions to non-accrual loans.

The following table summarizes non-performing assets as of the periods shown below:
June 30, 2023December 31, 2022
 (dollars in thousands)
Non-accrual loans$123,280 $144,443 
Loans 90 days or more past due and still accruing(1)
24,415 27,463 
Total non-performing loans147,695 171,906 
OREO(2)
3,881 5,790 
Total non-performing assets$151,576 $177,696 
Non-accrual loans to total loans0.59 %0.71 %
Non-performing loans to total loans0.70 %0.85 %
Non-performing assets to total assets0.55 %0.66 %
ACL - loans to non-performing loans195 %157 %
(1) Excludes PPP loans which are fully guaranteed by the federal government of $1.0 million and $7.7 million as of June 30, 2023 and December 31, 2022,
respectively.
(2) Excludes $8.4 million and $6.0 million of residential mortgage properties for which formal foreclosure proceedings were in process as of June 30, 2023 and
December 31, 2022, respectively.

Non-performing loans at June 30, 2023 decreased $24.2 million, or 14.1%, compared to $171.9 million as of December 31, 2022. Non-performing loans as a percentage of total loans were 0.70% at June 30, 2023 and 0.85% at December 31, 2022. See "Note 5 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements for further details on non-performing loans.

The ability to identify potential problem loans in a timely manner is important to maintaining an adequate ACL. For commercial and industrial loans, commercial mortgages and commercial construction loans to commercial borrowers, an internal risk rating process is used to monitor credit quality. The evaluation of credit risk for residential mortgages, home equity
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loans, construction loans to individuals, consumer loans and leases and other loans is based on payment history, through the monitoring of delinquency levels and trends.

Total internally risk-rated loans were $13.5 billion, of which $0.8 billion were criticized and classified, as of June 30, 2023, and $13.2 billion, of which $0.8 billion were criticized and classified, as of December 31, 2022. For a description of the Corporation's risk ratings, see "Allowance for Credit Losses" in the Notes to Consolidated Financial Statements in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2022. The following table presents criticized and classified loans, or those with internal risk ratings of special mention or substandard or lower for commercial mortgages, commercial and industrial loans and construction loans to commercial borrowers, by class segment:
Special Mention(1)
Increase (Decrease)
Substandard or Lower(2)
Increase (Decrease)Total Criticized and Classified Loans
June 30, 2023December 31, 2022$%June 30, 2023December 31, 2022$%June 30, 2023December 31, 2022
(dollars in thousands)
Real estate - commercial mortgage$294,367$306,381$(12,014)(3.9)%$182,697$184,014$(1,317)(0.7)%$477,064$490,395
Commercial and industrial115,332133,943(18,611)(13.9)141,92895,54646,382 48.5257,260229,489
Real estate - construction (3)
39,58821,60317,985 83.328,34210,60117,741 N/M67,93032,204
Total$449,287$461,927$(12,640)(2.7)%$352,967$290,161$62,80621.6%$802,254$752,088
% of total risk rated loans3.3 %3.5 %2.6 %2.2 %5.9 %5.7 %

(1) Considered "criticized" loans by banking regulators
(2) Considered "classified" loans by banking regulators
(3) Excludes construction - other

Allowance for Credit Losses and Reserve for Off-Balance Sheet Credit Exposures
June 30, 2023December 31, 2022
 (dollars in thousands)
ACL - loans $287,442 $269,366 
ACL - OBS credit exposure(1)
$16,568 $16,328 
(1) Included in "other liabilities" on the consolidated balance sheet.





















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The following table presents the activity in the ACL:
 Three months ended June 30Six months ended June 30
 2023202220232022
 (dollars in thousands)
Average balance of net loans$20,866,235 $18,637,175 $20,665,779 $18,510,845 
Balance of ACL at beginning of period$278,695 $243,705 $269,366 $249,001 
Loans charged off:
Real estate – commercial mortgage(230)— (13,592)(152)
Commercial and industrial(2,017)(201)(2,629)(428)
Real estate – residential mortgage(62)(66)(62)(66)
Consumer and real estate - home equity(1,313)(877)(3,519)(1,929)
Real estate – construction— — — — 
Leases and other loans(1,165)(474)(1,888)(943)
Total loans charged off(4,787)(1,618)(21,690)(3,518)
Recoveries of loans previously charged off:
Real estate – commercial mortgage29 3,536 815 3,648 
Commercial and industrial988 739 2,074 2,719 
Real estate – residential mortgage58 92 106 314 
Consumer and real estate - home equity959 762 1,620 1,216 
Real estate – construction569 12 771 44 
Leases and other loans213 226 329 380 
Total recoveries2,816 5,367 5,715 8,321 
Net loans charged off/(recoveries)(1,971)3,749 (15,975)4,803 
Provision for credit losses(1)
10,718 1,110 34,051 (5,240)
Balance of ACL at end of period$287,442 $248,564 $287,442 $248,564 
Provision for OBS credit exposures$(971)$390 $240 $(210)
Reserve for OBS credit exposures(2)
$16,568 $14,323 $16,568 $14,323 
Net charge-offs to average loans (annualized)0.04 %(0.08)%0.15 %(0.05)%
(1) Provision included in the table only includes the portion related to net loans.
(2) Reserve for OBS credit exposures is recorded with other liabilities on the consolidated balance sheets.

The provision for credit losses, specific to loans, for the three months ended June 30, 2023 was $10.7 million, compared to a provision of $1.1 million recorded for the same period in 2022. The ACL includes qualitative loan adjustments, as appropriate, intended to capture the impact of uncertainties not reflected in the quantitative models. See "Note 5 - Loans and Allowance for Credit Losses," in the Notes to Consolidated Financial Statements for further details on the provision for credit losses.















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The following table summarizes the allocation of the ACL - loans:
June 30, 2023December 31, 2022
ACL - loans
% to Total ACL - loans(1)
% to Total Net Loans(2)
ACL - loans
% to Total ACL - loans(1)
% to Total Net Loans(2)
(dollars in thousands)
Real estate - commercial mortgage$72,302 25.2 %37.3 %$69,456 25.8 %37.9 %
Commercial and industrial75,189 26.2 21.9 70,116 26.0 22.0 
Real estate - residential mortgage88,849 30.9 24.5 83,250 30.9 23.3 
Consumer, home equity and leases and other loans39,958 13.9 10.2 35,801 13.3 10.5 
Real estate - construction11,144 3.9 6.2 10,743 4.0 6.3 
Total ACL - loans$287,442 100.0 %100.0 %$269,366 100.0 %100.0 %
(1) Ending ACL - loans balance as a % of total ACL - loans.
(2) Ending loan balances as a % of total net loans for the periods presented.

Deposits and Borrowings

The following table presents ending deposits by type:
June 30,
2023		December 31,
2022		Increase (Decrease)
$%
(dollars in thousands)
Noninterest-bearing demand$5,865,855 $7,006,388 $(1,140,533)(16.3)%
Interest-bearing demand5,543,320 5,410,903 132,417 2.4 
Savings and money market deposits6,646,448 6,434,621 211,827 3.3 
Total demand and savings18,055,623 18,851,912 (796,289)(4.2)
Brokered deposits949,259 208,416 740,843 N/M
Time deposits2,201,658 1,589,210 612,448 38.5 
Total deposits$21,206,540 $20,649,538 $557,002 2.7 %

During the six months ended June 30, 2023, total deposits increased by $557.0 million, or 2.7%, compared to December 31, 2022. The increase in total deposits was primarily due to increases in brokered deposits, time deposits and savings and money market deposits of $740.8 million, $612.4 million and $211.8 million, respectively, partially offset by a decrease in noninterest-bearing demand deposits of $1.1 billion.

The following table presents ending borrowings by type:
 June 30,
2023		December 31,
2022		Increase (Decrease)
 $%
 (dollars in thousands)
Federal funds purchased$555,000 $191,000 $364,000 N/M
Federal Home Loan Bank advances1,165,000 1,250,000 (85,000)(6.8)
Senior debt and subordinated debt539,994 539,634 360 0.1 
Other borrowings(1)
459,120 890,573 (431,453)(48.4)
Total borrowings$2,719,114 $2,871,207 $(152,093)(5.3)%
(1) Includes repurchase agreements, short-term promissory notes and capital leases.

During the six months ended June 30, 2023, total borrowings decreased $152.1 million, or 5.3%, compared to December 31, 2022. The decrease in total borrowings was due to decreases in other borrowings and FHLB advances of $431.5 million and $85.0 million, respectively, partially offset by an increase in Federal funds purchased of $364.0 million.


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Regulatory Capital

The Corporation and its wholly owned subsidiary bank, Fulton Bank, are subject to the Capital Rules administered by banking regulators. Failure to meet minimum capital requirements can trigger certain actions by regulators that could have a material effect on the Corporation's financial statements.

The Capital Rules require the Corporation and Fulton Bank to:

•Meet a minimum Common Equity Tier 1 capital ratio of 4.50% of risk-weighted assets;

•Meet a minimum Tier 1 Leverage capital ratio of 4.00% of average assets;

•Meet a minimum Total capital ratio of 8.00% of risk-weighted assets and a minimum Tier 1 capital ratio of 6.00% of risk-weighted assets;

•Maintain a "capital conservation buffer" of 2.50% above the minimum risk-based capital requirements, which must be maintained to avoid restrictions on capital distributions and certain discretionary bonus payments; and

•Comply with a revised definition of capital to improve the ability of regulatory capital instruments to absorb losses. Certain non-qualifying capital instruments, including cumulative preferred stock and TruPS, are excluded as a component of Tier 1 capital for institutions of the Corporation's size.

The Capital Rules use a standardized approach for risk weightings that expands the risk-weightings for assets and off-balance sheet exposures from the previous 0%, 20%, 50% and 100% categories to a much larger and more risk-sensitive number of categories, depending on the nature of the assets and off-balance sheet exposures, resulting in higher risk weightings for a variety of asset categories.

As of June 30, 2023, the Corporation's capital levels met the minimum capital requirements, including the capital conservation buffers, as prescribed in the Capital Rules.

As of June 30, 2023, Fulton Bank met the well-capitalized requirements under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, a bank must maintain minimum Total risk-based, Tier I risk-based, Common Equity Tier I risk-based and Tier I leverage ratios as set forth in the Capital Rules. There were no other conditions or events since June 30, 2023 that management believes have changed the Corporation's capital categories.

The following table summarizes the Corporation's capital ratios in comparison to regulatory requirements:
June 30,
2023		December 31, 2022Regulatory
Minimum
for Capital
Adequacy		Fully Phased-in, with Capital Conservation Buffers
Total Risk-Based Capital (to Risk-Weighted Assets)13.8 %13.6 %8.0 %10.5 %
Tier I Risk-Based Capital (to Risk-Weighted Assets)11.0 %10.9 %6.0 %8.5 %
Common Equity Tier I (to Risk-Weighted Assets)10.1 %10.0 %4.5 %7.0 %
Tier I Leverage Capital (to Average Assets)9.3 %9.5 %4.0 %4.0 %

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to economic loss that arises from changes in the values of certain financial instruments. The types of market risk exposures generally faced by financial institutions include interest rate risk, equity market price risk, debt security market price risk, foreign currency price risk and commodity price risk. Due to the nature of its operations, foreign currency price risk and commodity price risk are not significant to the Corporation.

Interest Rate Risk, Asset/Liability Management and Liquidity

Interest rate risk creates exposure in two primary areas. First, changes in rates have an impact on the Corporation's liquidity position and could affect its ability to meet obligations and continue to grow. Second, movements in interest rates can create fluctuations in the Corporation's net interest income and changes in the economic value of its equity.
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The Corporation employs various management techniques to minimize its exposure to interest rate risk. The Corporation's ALCO is responsible for reviewing the interest rate sensitivity and liquidity positions of the Corporation, approving asset and liability management policies, and overseeing the formulation and implementation of strategies regarding balance sheet positions.

The Corporation uses two complementary methods to measure and manage interest rate risk. They are a simulation of net interest income and estimates of economic value of equity. Using these measurements in tandem provides a reasonably comprehensive summary of the magnitude of the Corporation's interest rate risk, level of risk as time evolves, and exposure to changes in interest rates.

Simulation of net interest income is performed for the next 12-month period. A variety of interest rate scenarios are used to measure the effects of sudden and gradual movements upward and downward in the yield curve. These results are compared to the results obtained in a flat or unchanged interest rate scenario. Simulation of net interest income is used primarily to measure the Corporation's short-term earnings exposure to rate movements. The Corporation's policy limits the potential exposure of net interest income, in a non-parallel instantaneous shock, to 10% of the base case net interest income for a 100 bps shock in interest rates, 15% for a 200 bps shock, 20% for a 300 bps shock and 25% for a 400 bps shock. A "shock" is an immediate upward or downward movement of interest rates. The shocks do not take into account changes in customer behavior that could result in changes to mix and/or volumes in the balance sheet, nor does it take into account the potential effects of competition on the pricing of deposits and loans over the forward 12-month period.

Contractual maturities and repricing opportunities of loans are incorporated in the simulation model as are prepayment assumptions, maturity data and call options within the investment portfolio. Assumptions based on past experience are incorporated into the model for non-maturity deposit accounts. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model's simulated results due to timing, amount and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

The following table summarizes the expected impact of abrupt interest rate changes, that is, a non-parallel instantaneous shock, on net interest income as of June 30, 2023:
Rate Shock(1)
Annual change
in net interest income		% change in net interest income
+400 bp+ $58.9 million+6.5%
+300 bp+ $45.9 million+5.1%
+200 bp+ $33.3 million+3.7%
+100 bp+ $20.4 million+2.2%
–100 bp– $34.2 million– 3.8%
–200 bp– $69.6 million– 7.7%
–300 bp  – $101.0 million– 11.1%
–400 bp  – $137.7 million– 15.2%
(1) These results include the effect of implicit and explicit interest rate floors that limit further reduction in interest rates.

Economic value of equity estimates the discounted present value of asset and liability cash flows. Discount rates are based upon market prices for like assets and liabilities. Abrupt changes or "shocks" in interest rates, both upward and downward, are used to determine the comparative effect of such interest rate movements relative to the unchanged environment. This measurement tool is used primarily to evaluate the longer-term repricing risks and options in the Corporation's balance sheet. The Corporation's policy limits the economic value of equity that may be at risk, in a non-parallel instantaneous shock, to 10% of the base case economic value of equity for a 100 bps shock in interest rates, 20% for a 200 bps shock, 30% for a 300 bps shock and 40% for a 400 bps shock. As of June 30, 2023, the Corporation was within economic value of equity policy limits for every 100 bps shock.

Interest Rate Derivatives

The Corporation enters into interest rate derivatives with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Corporation simultaneously enters into interest rate derivatives with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate derivatives is that the customer pays a fixed rate
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of interest and the Corporation receives a floating rate. These interest rate derivatives are derivative financial instruments, and the gross fair values are recorded in other assets and liabilities on the consolidated balance sheets, with changes in fair value during the period recorded in other non-interest expense on the consolidated statements of income.

Cash Flow Hedges

The Corporation's objectives in using interest rate derivatives are to reduce volatility in net interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation primarily uses interest rate derivatives as part of its interest rate risk management strategy. The Corporation enters into interest rate derivatives designated as cash flow hedges to hedge the variable cash flows associated with existing floating rate loans. These hedge contracts involve the receipt of fixed-rate amounts from a counterparty in exchange for the Corporation making floating-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Corporation's variable-rate liabilities.

In January 2023, the Corporation terminated interest rate derivatives designated as cash flow hedges with a combined notional amount of $1.0 billion. As the hedged transaction continues to be probable, the original unrealized loss of $70.6 million included in AOCI as of June 30, 2023, will be recognized as a reduction to interest income when the previously forecasted hedged item affects earnings in future periods. During the six months ended June 30, 2023, $12.6 million of these unrealized losses have been reclassified as a reduction of interest income on loans, including fees, on the consolidated statements of income.

Liquidity

The Corporation must maintain a sufficient level of liquid assets to meet the cash needs of its customers, who, as depositors, may want to withdraw funds or who, as borrowers, need credit availability. Liquidity is provided on a continuous basis through scheduled and unscheduled principal and interest payments on investments and outstanding loans and through the availability of deposits and borrowings. The Corporation also maintains secondary sources that provide liquidity on a secured and unsecured basis to meet short- and long-term needs.

The Corporation maintains liquidity sources in the form of interest-bearing deposits and customer funding (short-term promissory notes). The Corporation can access additional liquidity from these sources, if necessary, by increasing the rates of interest paid on those instruments. The positive impact to liquidity resulting from paying higher interest rates could have a detrimental impact on the net interest margin and net interest income if rates on interest-earning assets do not experience a proportionate increase. Borrowing availability with the FHLB and the FRB, along with federal funds lines at various correspondent banks, provides the Corporation with additional liquidity.

Fulton Bank is a member of the FHLB and has access to FHLB overnight and term credit facilities. As of June 30, 2023, the Bank had total borrowing capacity of approximately $8.1 billion with $2.7 billion of advances and letters of credit outstanding, for a remaining available borrowing capacity of approximately $5.3 billion under these facilities. Advances from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets.

As of June 30, 2023, the Corporation had aggregate federal funds lines borrowing capacity of $2.5 billion with $0.6 billion outstanding against that amount. As of June 30, 2023, the Corporation had $1.3 billion of collateralized borrowing capacity at the discount window and $1.6 billion of borrowing capacity at the Bank Term Funding Program facility with no amounts outstanding under these programs as of June 30, 2023.

Securities carried at $1.1 billion at June 30, 2023 and December 31, 2022 were pledged as collateral to secure public and trust deposits.

Liquidity must also be managed at the Corporation's parent company level. For safety and soundness reasons, banking regulations limit the amount of cash that can be transferred from subsidiary banks to the parent company in the form of loans and dividends. Generally, these limitations are based on the subsidiary banks’ regulatory capital levels and their net income. Management continues to monitor the liquidity and capital needs of the parent company including monitoring the granularity of the deposit portfolio and level of uninsured deposits. Management will implement appropriate strategies, as necessary, to remain adequately capitalized and to meet its cash needs.
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The consolidated statements of cash flows provide additional information. The Corporation's operating activities during the six months ended June 30, 2023 provided $216.9 million of cash. Cash used by investing activities was $704.2 million and was mainly due to the net increase in loans. Cash provided by financing activities was $310.0 million, and was primarily due to an increase in time deposits, partially offset by decreases in demand and savings deposits and other borrowings.

Debt Security Market Price Risk

Debt security market price risk is the risk that changes in the values of debt securities, unrelated to interest rate changes, could have a material impact on the financial position or results of operations of the Corporation. The Corporation's debt security investments consist primarily of U.S. government-sponsored agency issued mortgage-backed securities and collateralized mortgage obligations, state and municipal securities, and corporate debt securities. All of the Corporation's investments in mortgage-backed securities and collateralized mortgage obligations have principal payments that are guaranteed by U.S. government-sponsored agencies.

State and Municipal Securities

As of June 30, 2023, the Corporation owned securities issued by various states and municipalities with a total fair value of $1.1 billion. Uncertainty with respect to the financial strength of state and municipal bond insurers places emphasis on the underlying strength of issuers. Pressure on local tax revenues of issuers due to adverse economic conditions could have an adverse impact on the underlying credit quality of issuers. The Corporation evaluates existing and potential holdings primarily based on the underlying creditworthiness of the issuing state or municipality and then, to a lesser extent, on any credit enhancement. State and municipal securities can be supported by the general obligation of the issuing state or municipality, allowing the securities to be repaid by any means available to the issuing state or municipality. As of June 30, 2023, approximately 100% of state and municipal securities were supported by the general obligation of corresponding states or municipalities. Approximately 77% of these securities were school district issuances, which are also supported by the states of the issuing municipalities.

Item 4. Controls and Procedures

The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Rule 13a-15, promulgated under the Exchange Act. Based upon that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Corporation's disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Corporation reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information presented in the "Legal Proceedings" section of Note 13 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A. Risk Factors of the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

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

(a)  None.
(b)  None.
(c) On December 20, 2022, the Corporation announced that its board of directors approved the 2023 Repurchase Program. Under the 2023 Repurchase Program, the Corporation is authorized to repurchase up to $100.0 million of its common stock through December 31, 2023. Under the 2023 Repurchase Program, repurchased shares are added to treasury stock at cost. As permitted by securities laws and other legal requirements, and subject to market conditions and other factors, purchases
69


may be made from time to time in open market or privately negotiated transactions, including, without limitation, through accelerated share repurchase transactions. The 2023 Repurchase Program may be discontinued at any time. In March 2023, the Corporation paused repurchasing shares under the 2023 Repurchase Program. During the three months ended June 30, 2023, no shares were repurchased under the 2023 Repurchase Program.

In July 2023, the Corporation resumed repurchasing shares of its common stock under the 2023 Repurchase Program, as permitted by securities laws and other legal requirements and subject to market conditions and other factors.

Item 5c. Other Information

Except as disclosed below, none of the Corporation's directors or "officers" (as defined in Rule 16a-1(f) (17 C.F.R. § 240.16a-1(f))) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K (17 C.F.R. § 229.408)) during the fiscal quarter ended June 30, 2023.

Curtis J. Myers, Chairman of the Board, Chief Executive Officer and President of the Corporation, terminated a Rule 10b5-1 trading arrangement for the sale of 14,951 shares of the Corporation's common stock on April 27, 2023. Mr. Myers adopted the trading arrangement on November 8, 2022 and the trading arrangement was scheduled to expire on May 3, 2023.

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Item 6. Exhibits
2.1 
3.1 
3.2 
3.3 
4.1 
4.2 
4.3 
4.4 
10.1 
31.1 
31.2 
32.1 
32.2 
101Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Unaudited Consolidated Balance Sheets, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
71



FULTON FINANCIAL CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
FULTON FINANCIAL CORPORATION
Date:August 8, 2023/s/ Curtis J. Myers
Curtis J. Myers
Chairman and Chief Executive Officer
Date:August 8, 2023/s/ Mark R. McCollom
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer

72

Exhibit 10.1

FULTON FINANCIAL
CORPORATION

Non-Employee Director Stock Unit Award Agreement
(“Award Agreement”)

[GRANT_DATE]

[PARTICIPANT_NAME]

[HOME_ADDRESS]

Dear [PARTICIPANT_NAME]:

Pursuant to the terms and conditions of the Amended and Restated 2023 Director Equity Plan (the “2023 Plan”) of Fulton Financial Corporation (“Fulton”), you are the recipient of a Restricted Stock Unit (“RSU”) award (the “Award”). The Award has the following terms and conditions as of the Date of Grant. Capitalized terms used herein but not defined shall have the meanings set forth in the 2023 Plan, a copy of which has been provided to you and the terms of which are hereby incorporated by reference and made a part of this Award Agreement.

Granted To:
[PARTICIPANT_NAME]
Date of Grant:
[GRANT_DATE]
Number of Time-Vested RSUs Granted:
[TOTAL_AWARD]
Restricted Period:
Unless your Award is forfeited before the end of the Restricted Period, the Restricted Period will end one year after the Date of Grant.
Death, Disability or Retirement:
Your Award will vest and Shares will be delivered to you upon your death, Disability or Retirement (unless a deferral election has been made with respect to the Shares).
Change of Control:

In the event of a termination of Continuous Service during the 12-month period following a Change of Control, the Restricted Period will expire with respect to 100% of your RSUs as of the date of your termination.
Right to Dividend Equivalents:
Each RSU (representing one Share) may be credited with Shares equivalent to all the dividends paid with respect to the outstanding Common Stock paid by Fulton in respect of one Share.
Forfeiture:

Your Award is subject to forfeiture until the expiration of the Restricted Period, including all Dividend Equivalents, pursuant to the terms of the 2023 Plan.
Continuous Service:
Except as otherwise set forth in the 2023 Plan, Continuous Service is required for your Award to vest.


Deferral:
[You have not elected to defer the payment of the Shares underlying the RSUs, and you will receive payment of the Shares together with the accumulated Dividend Equivalents, in Common Stock at the end of the Restricted Period.]

[You have elected to defer payment of the Shares underlying the RSUs at the end of the Restricted Period (together with any accumulated Dividend Equivalents), and you will receive [a single issuance] [three annual installments] of Shares and accrued Dividend Equivalents, in accordance with your deferral election.]
Timing of Award Payment:
Unless otherwise expressly set forth herein, payment will be made within thirty (30) days following the end of the Restricted Period.


The vesting of this Award will have tax consequences for you. We recommend that you consult your tax advisor.

Very Truly Yours,

[Insert Signature]

Curtis J. Myers
Chairman, Chief Executive Officer and President
Fulton Financial Corporation

I hereby acknowledge receipt of this Award made to me on the Date of Grant.

[PARTICIPANT_NAME] [ACCEPTANCE_DATE]

Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Curtis J. Myers, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:August 8, 2023
/s/ Curtis J. Myers
Curtis J. Myers
Chairman and Chief Executive Officer

Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark R. McCollom, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Fulton Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:August 8, 2023
/s/ Mark R. McCollom
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer


Exhibit 32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Curtis J. Myers, Chief Executive Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:
The Form10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended June 30, 2023, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.

Date:August 8, 2023
/s/ Curtis J. Myers
Curtis J. Myers
Chairman and Chief Executive Officer

Exhibit 32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Mark R. McCollom, Chief Financial Officer of Fulton Financial Corporation, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, certify that:
The Form 10-Q of Fulton Financial Corporation, containing the consolidated financial statements for the quarter ended June 30, 2023, fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Fulton Financial Corporation.
August 8, 2023
/s/ Mark R. McCollom
Mark R. McCollom
Senior Executive Vice President and Chief Financial Officer