Item 1. Financial Statements.
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Item 1. Financial Statements.
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
| March 31, | December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, except per share) | 2022 | 2021 | ||||||
| Assets | ||||||||
| Cash and due from banks | $ | 1,411,460 | $ | 1,337,577 | ||||
| Interest-bearing deposits at banks | 36,025,382 | 41,872,304 | ||||||
| Trading account | 197,558 | 468,031 | ||||||
| Investment securities (includes pledged securities that can be sold or repledged of $85,493 at March 31, 2022; $96,128 at December 31, 2021) | ||||||||
| Available for sale (cost: $5,783,697 at March 31, 2022; $3,849,347 at December 31, 2021) | 5,705,199 | 3,955,804 | ||||||
| Held to maturity (fair value: $3,042,709 at March 31, 2022; $2,771,290 at December 31, 2021) | 3,180,626 | 2,734,674 | ||||||
| Equity and other securities (cost: $467,884 at March 31, 2022; $461,516 at December 31, 2021) | 471,007 | 465,382 | ||||||
| Total investment securities | 9,356,832 | 7,155,860 | ||||||
| Loans and leases | 92,004,751 | 93,136,678 | ||||||
| Unearned discount | (196,359 | ) | (224,226 | ) | ||||
| Loans and leases, net of unearned discount | 91,808,392 | 92,912,452 | ||||||
| Allowance for credit losses | (1,472,359 | ) | (1,469,226 | ) | ||||
| Loans and leases, net | 90,336,033 | 91,443,226 | ||||||
| Premises and equipment | 1,134,718 | 1,144,765 | ||||||
| Goodwill | 4,593,112 | 4,593,112 | ||||||
| Core deposit and other intangible assets | 2,742 | 3,998 | ||||||
| Accrued interest and other assets | 6,805,715 | 7,088,287 | ||||||
| Total assets | $ | 149,863,552 | $ | 155,107,160 | ||||
| Liabilities | ||||||||
| Noninterest-bearing deposits | $ | 58,520,366 | $ | 60,131,480 | ||||
| Savings and interest-checking deposits | 65,273,150 | 68,603,966 | ||||||
| Time deposits | 2,525,197 | 2,807,963 | ||||||
| Total deposits | 126,318,713 | 131,543,409 | ||||||
| Short-term borrowings | 50,307 | 47,046 | ||||||
| Accrued interest and other liabilities | 2,174,925 | 2,127,931 | ||||||
| Long-term borrowings | 3,443,587 | 3,485,369 | ||||||
| Total liabilities | 131,987,532 | 137,203,755 | ||||||
| Shareholders' equity | ||||||||
| Preferred stock, $1.00 par, 1,000,000 shares authorized; Issued and outstanding: Liquidation preference of $1,000 per share: 350,000 shares at March 31, 2022 and December 31, 2021; Liquidation preference of $10,000 per share: 140,000 shares at March 31, 2022 and December 31, 2021 | 1,750,000 | 1,750,000 | ||||||
| Common stock, $.50 par, 250,000,000 shares authorized, 159,741,898 shares issued at March 31, 2022 and December 31, 2021 | 79,871 | 79,871 | ||||||
| Common stock issuable, 13,864 shares at March 31, 2022; 15,769 shares at December 31, 2021 | 1,074 | 1,212 | ||||||
| Additional paid-in capital | 6,611,659 | 6,635,000 | ||||||
| Retained earnings | 14,830,671 | 14,646,448 | ||||||
| Accumulated other comprehensive income (loss), net | (377,385 | ) | (127,578 | ) | ||||
| Treasury stock — common, at cost — 30,675,930 shares at March 31, 2022; 31,052,845 shares at December 31, 2021 | (5,019,870 | ) | (5,081,548 | ) | ||||
| Total shareholders’ equity | 17,876,020 | 17,903,405 | ||||||
| Total liabilities and shareholders’ equity | $ | 149,863,552 | $ | 155,107,160 |
See accompanying notes to financial statements.
- 3 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
| Three Months Ended March 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share) | 2022 | 2021 | ||||||
| Interest income | ||||||||
| Loans and leases, including fees | $ | 870,600 | $ | 972,582 | ||||
| Investment securities | ||||||||
| Fully taxable | 39,132 | 37,071 | ||||||
| Exempt from federal taxes | 50 | 55 | ||||||
| Deposits at banks | 18,280 | 6,874 | ||||||
| Other | 194 | 380 | ||||||
| Total interest income | 928,256 | 1,016,962 | ||||||
| Interest expense | ||||||||
| Savings and interest-checking deposits | 6,747 | 11,504 | ||||||
| Time deposits | 1,397 | 7,010 | ||||||
| Deposits at Cayman Islands office | — | 185 | ||||||
| Short-term borrowings | 1 | 2 | ||||||
| Long-term borrowings | 15,937 | 16,866 | ||||||
| Total interest expense | 24,082 | 35,567 | ||||||
| Net interest income | 904,174 | 981,395 | ||||||
| Provision for credit losses | 10,000 | (25,000 | ) | |||||
| Net interest income after provision for credit losses | 894,174 | 1,006,395 | ||||||
| Other income | ||||||||
| Mortgage banking revenues | 109,148 | 138,754 | ||||||
| Service charges on deposit accounts | 101,507 | 92,777 | ||||||
| Trust income | 169,213 | 156,022 | ||||||
| Brokerage services income | 20,190 | 13,113 | ||||||
| Trading account and foreign exchange gains | 5,369 | 6,284 | ||||||
| Loss on bank investment securities | (743 | ) | (12,282 | ) | ||||
| Other revenues from operations | 136,203 | 110,930 | ||||||
| Total other income | 540,887 | 505,598 | ||||||
| Other expense | ||||||||
| Salaries and employee benefits | 577,520 | 541,078 | ||||||
| Equipment and net occupancy | 85,812 | 82,471 | ||||||
| Outside data processing and software | 79,719 | 65,751 | ||||||
| FDIC assessments | 15,576 | 14,188 | ||||||
| Advertising and marketing | 16,024 | 14,628 | ||||||
| Printing, postage and supplies | 10,150 | 9,317 | ||||||
| Amortization of core deposit and other intangible assets | 1,256 | 2,738 | ||||||
| Other costs of operations | 173,684 | 189,273 | ||||||
| Total other expense | 959,741 | 919,444 | ||||||
| Income before taxes | 475,320 | 592,549 | ||||||
| Income taxes | 113,146 | 145,300 | ||||||
| Net income | $ | 362,174 | $ | 447,249 | ||||
| Net income available to common shareholders | ||||||||
| Basic | $ | 339,589 | $ | 428,091 | ||||
| Diluted | 339,590 | 428,093 | ||||||
| Net income per common share | ||||||||
| Basic | $ | 2.63 | $ | 3.33 | ||||
| Diluted | 2.62 | 3.33 | ||||||
| Average common shares outstanding | ||||||||
| Basic | 128,945 | 128,537 | ||||||
| Diluted | 129,416 | 128,669 |
See accompanying notes to financial statements.
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M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)
| Three Months Ended March 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | ||||||
| Net income | $ | 362,174 | $ | 447,249 | ||||
| Other comprehensive income (loss), net of tax and reclassification adjustments: | ||||||||
| Net unrealized gains (losses) on investment securities | (136,367 | ) | (22,406 | ) | ||||
| Cash flow hedges adjustments | (114,061 | ) | (66,777 | ) | ||||
| Foreign currency translation adjustments | (1,648 | ) | 548 | |||||
| Defined benefit plans liability adjustments | 2,269 | 13,189 | ||||||
| Total other comprehensive income (loss) | (249,807 | ) | (75,446 | ) | ||||
| Total comprehensive income | $ | 112,367 | $ | 371,803 |
See accompanying notes to financial statements.
- 5 -
M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
| Three Months Ended March 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2022 | 2021 | ||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 362,174 | $ | 447,249 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Provision for credit losses | 10,000 | (25,000 | ) | |||||
| Depreciation and amortization of premises and equipment | 56,739 | 57,116 | ||||||
| Amortization of capitalized servicing rights | 25,316 | 19,951 | ||||||
| Amortization of core deposit and other intangible assets | 1,256 | 2,738 | ||||||
| Provision for deferred income taxes | 4,151 | 39,329 | ||||||
| Asset write-downs | 252 | 1,217 | ||||||
| Net gain on sales of assets | (4,768 | ) | (2,106 | ) | ||||
| Net change in accrued interest receivable, payable | 15,748 | (36,893 | ) | |||||
| Net change in other accrued income and expense | (99,163 | ) | (27,301 | ) | ||||
| Net change in loans originated for sale | 434,520 | 158,878 | ||||||
| Net change in trading account assets and liabilities | 489,545 | 359,559 | ||||||
| Net cash provided by operating activities | 1,295,770 | 994,737 | ||||||
| Cash flows from investing activities | ||||||||
| Proceeds from sales of investment securities | ||||||||
| Equity and other securities | 4,593 | 2,526 | ||||||
| Proceeds from maturities of investment securities | ||||||||
| Available for sale | 220,320 | 422,171 | ||||||
| Held to maturity | 120,032 | 171,644 | ||||||
| Purchases of investment securities | ||||||||
| Available for sale | (2,156,662 | ) | (1,002 | ) | ||||
| Held to maturity | (566,119 | ) | (201,234 | ) | ||||
| Equity and other securities | (10,966 | ) | (8,801 | ) | ||||
| Net (increase) decrease in loans and leases | 637,624 | (988,654 | ) | |||||
| Net (increase) decrease in interest-bearing deposits at banks | 5,846,922 | (7,743,417 | ) | |||||
| Capital expenditures, net | (27,910 | ) | (31,016 | ) | ||||
| Net (increase) decrease in loan servicing advances | 342,947 | (374,614 | ) | |||||
| Other, net | (215,201 | ) | (179,350 | ) | ||||
| Net cash provided (used) by investing activities | 4,195,580 | (8,931,747 | ) | |||||
| Cash flows from financing activities | ||||||||
| Net increase (decrease) in deposits | (5,224,696 | ) | 8,670,627 | |||||
| Net increase (decrease) in short-term borrowings | 3,261 | (525 | ) | |||||
| Payments on long-term borrowings | (49 | ) | (852,945 | ) | ||||
| Dividends paid — common | (156,657 | ) | (142,044 | ) | ||||
| Dividends paid — preferred | (30,718 | ) | (21,288 | ) | ||||
| Other, net | (8,608 | ) | (9,569 | ) | ||||
| Net cash provided (used) by financing activities | (5,417,467 | ) | 7,644,256 | |||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 73,883 | (292,754 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,337,577 | 1,552,743 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 1,411,460 | $ | 1,259,989 | ||||
| Supplemental disclosure of cash flow information | ||||||||
| Interest received during the period | $ | 978,682 | $ | 971,142 | ||||
| Interest paid during the period | 40,683 | 55,378 | ||||||
| Income taxes paid during the period | 33,638 | 24,220 | ||||||
| Supplemental schedule of noncash investing and financing activities | ||||||||
| Real estate acquired in settlement of loans | $ | 4,598 | $ | 2,301 | ||||
| Additions to right-of-use assets under operating leases | $ | 16,468 | $ | 13,020 |
See accompanying notes to financial statements.
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M&T BANK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other | ||||||||||||||||||||||||||||||||
| Common | Additional | Comprehensive | ||||||||||||||||||||||||||||||
| Preferred | Common | Stock | Paid-in | Retained | Income | Treasury | ||||||||||||||||||||||||||
| Dollars in thousands, except per share | Stock | Stock | Issuable | Capital | Earnings | (Loss), Net | Stock | Total | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||||||||
| Balance — January 1, 2022 | $ | 1,750,000 | $ | 79,871 | $ | 1,212 | $ | 6,635,000 | $ | 14,646,448 | $ | (127,578 | ) | $ | (5,081,548 | ) | $ | 17,903,405 | ||||||||||||||
| Total comprehensive income | — | — | — | — | 362,174 | (249,807 | ) | — | 112,367 | |||||||||||||||||||||||
| Preferred stock cash dividends (a) | — | — | — | — | (21,765 | ) | — | — | (21,765 | ) | ||||||||||||||||||||||
| Stock-based compensation transactions, net | — | — | (138 | ) | (23,341 | ) | (330 | ) | — | 61,678 | 37,869 | |||||||||||||||||||||
| Common stock cash dividends — $1.20 per share | — | — | — | — | (155,856 | ) | — | — | (155,856 | ) | ||||||||||||||||||||||
| Balance — March 31, 2022 | $ | 1,750,000 | $ | 79,871 | $ | 1,074 | $ | 6,611,659 | $ | 14,830,671 | $ | (377,385 | ) | $ | (5,019,870 | ) | $ | 17,876,020 | ||||||||||||||
| 2021 | ||||||||||||||||||||||||||||||||
| Balance — January 1, 2021 | $ | 1,250,000 | $ | 79,871 | $ | 1,344 | $ | 6,617,404 | $ | 13,444,428 | $ | (63,032 | ) | $ | (5,142,732 | ) | $ | 16,187,283 | ||||||||||||||
| Total comprehensive income | — | — | — | — | 447,249 | (75,446 | ) | — | 371,803 | |||||||||||||||||||||||
| Preferred stock cash dividends (a) | — | — | — | — | (17,050 | ) | — | — | (17,050 | ) | ||||||||||||||||||||||
| Stock-based compensation transactions, net | — | — | (179 | ) | (6,254 | ) | (208 | ) | — | 53,639 | 46,998 | |||||||||||||||||||||
| Common stock cash dividends — $1.10 per share | — | — | — | — | (142,526 | ) | — | — | (142,526 | ) | ||||||||||||||||||||||
| Balance — March 31, 2021 | $ | 1,250,000 | $ | 79,871 | $ | 1,165 | $ | 6,611,150 | $ | 13,731,893 | $ | (138,478 | ) | $ | (5,089,093 | ) | $ | 16,446,508 |

| (a) | For the three-months ended March 31, 2022, dividends per preferred share were: Preferred Series E - $16.125; Preferred Series F - $128.125; Preferred Series G - $125.00; and Preferred Series I - $94.306. Dividends per preferred share for the three-months ended March 31, 2021 were: Preferred Series E - $16.125; Preferred Series F - $128.125; Preferred Series G - $125.00. |
|---|
See accompanying notes to financial statements.
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NOTES TO FINANCIAL STATEMENTS
- Significant accounting policies
The consolidated interim financial statements of M&T Bank Corporation (“M&T”) and subsidiaries (“the Company”) were compiled in accordance with generally accepted accounting principles (“GAAP”) using the accounting policies set forth in note 1 of Notes to Financial Statements included in Form 10-K for the year ended December 31, 2021 (“2021 Annual Report”). The financial statements contain all adjustments which are, in the opinion of management, necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the interim periods presented.
- Acquisition
On March 4, 2022, M&T received Federal Reserve approval to acquire People’s United Financial, Inc. ("People’s United"), and on April 1, 2022 closed the acquisition. Pursuant to the terms of the merger agreement dated February 22, 2021, People’s United shareholders received consideration valued at .118 of an M&T common share in exchange for each common share of People’s United. Additionally, People’s United outstanding preferred stock was converted into new shares of Series H preferred stock of M&T. The purchase price totaled approximately $8.4 billion (with the price based on M&T’s closing price of $164.66 per share as of April 1, 2022). M&T issued 50,325,004 common shares in completing the transaction.
As of March 31, 2022 People’s United reported total assets of approximately $63.0 billion, including $36.3 billion of loans and $11.6 billion of investment securities, approximately $55.5 billion of liabilities, including $53.0 billion of deposits and approximately $7.5 billion of shareholders’ equity, including $244 million of preferred stock.
In connection with the acquisition, the Company incurred merger-related expenses consisting predominantly of professional services, including legal expenses and technology-related activities to prepare for planned integration efforts that totaled approximately $17 million for the three months ended March 31, 2022. Merger-related expenses of $10 million were incurred in the first quarter of 2021, consisting predominantly of professional services for investment banking, legal and other services.
- 8 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Investment securities
The amortized cost and estimated fair value of investment securities were as follows:
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | ||||||||||||||||
| March 31, 2022 | ||||||||||||||||
| Investment securities available for sale: | ||||||||||||||||
| U.S. Treasury and federal agencies | $ | 2,838,987 | $ | 707 | $ | 49,977 | $ | 2,789,717 | ||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 2,820,570 | 14,599 | 39,992 | 2,795,177 | ||||||||||||
| Other debt securities | 124,140 | 996 | 4,831 | 120,305 | ||||||||||||
| 5,783,697 | 16,302 | 94,800 | 5,705,199 | |||||||||||||
| Investment securities held to maturity: | ||||||||||||||||
| U.S. Treasury and federal agencies | 3,038 | — | 24 | 3,014 | ||||||||||||
| Obligations of states and political subdivisions | 175 | — | — | 175 | ||||||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 3,117,175 | 4,830 | 141,477 | 2,980,528 | ||||||||||||
| Privately issued | 57,751 | 10,309 | 11,555 | 56,505 | ||||||||||||
| Other debt securities | 2,487 | — | — | 2,487 | ||||||||||||
| 3,180,626 | 15,139 | 153,056 | 3,042,709 | |||||||||||||
| Total debt securities | $ | 8,964,323 | $ | 31,441 | $ | 247,856 | $ | 8,747,908 | ||||||||
| Equity and other securities: | ||||||||||||||||
| Readily marketable equity — at fair value | $ | 78,042 | $ | 4,653 | $ | 1,530 | $ | 81,165 | ||||||||
| Other — at cost | 389,842 | — | — | 389,842 | ||||||||||||
| Total equity and other securities | $ | 467,884 | $ | 4,653 | $ | 1,530 | $ | 471,007 | ||||||||
| Balance — December 31, 2021 | ||||||||||||||||
| Investment securities available for sale: | ||||||||||||||||
| U.S. Treasury and federal agencies | $ | 682,267 | $ | 229 | $ | 3,806 | $ | 678,690 | ||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 3,042,771 | 113,102 | 561 | 3,155,312 | ||||||||||||
| Other debt securities | 124,309 | 1,974 | 4,481 | 121,802 | ||||||||||||
| 3,849,347 | 115,305 | 8,848 | 3,955,804 | |||||||||||||
| Investment securities held to maturity: | ||||||||||||||||
| U.S. Treasury and federal agencies | 3,052 | — | 9 | 3,043 | ||||||||||||
| Obligations of states and political subdivisions | 177 | 2 | — | 179 | ||||||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 2,667,328 | 49,221 | 8,376 | 2,708,173 | ||||||||||||
| Privately issued | 61,555 | 10,520 | 14,742 | 57,333 | ||||||||||||
| Other debt securities | 2,562 | — | — | 2,562 | ||||||||||||
| 2,734,674 | 59,743 | 23,127 | 2,771,290 | |||||||||||||
| Total debt securities | $ | 6,584,021 | $ | 175,048 | $ | 31,975 | $ | 6,727,094 | ||||||||
| Equity and other securities: | ||||||||||||||||
| Readily marketable equity — at fair value | $ | 73,774 | $ | 4,460 | $ | 594 | $ | 77,640 | ||||||||
| Other — at cost | 387,742 | — | — | 387,742 | ||||||||||||
| Total equity and other securities | $ | 461,516 | $ | 4,460 | $ | 594 | $ | 465,382 |
- 9 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Investment securities, continued
There were no significant gross realized gains or losses from sales of investment securities for the quarters ended March 31, 2022 and 2021. Unrealized losses on equity securities were $1 million and $12 million during the three months ended March 31, 2022 and 2021, respectively.
At March 31, 2022, the amortized cost and estimated fair value of debt securities by contractual maturity were as follows:
| Amortized Cost | Estimated Fair Value | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | ||||||||
| Debt securities available for sale: | ||||||||
| Due in one year or less | $ | 6,955 | $ | 6,947 | ||||
| Due after one year through five years | 2,895,828 | 2,846,337 | ||||||
| Due after five years through ten years | 30,344 | 30,018 | ||||||
| Due after ten years | 30,000 | 26,720 | ||||||
| 2,963,127 | 2,910,022 | |||||||
| Mortgage-backed securities available for sale | 2,820,570 | 2,795,177 | ||||||
| $ | 5,783,697 | $ | 5,705,199 | |||||
| Debt securities held to maturity: | ||||||||
| Due in one year or less | $ | 3,213 | $ | 3,189 | ||||
| Due after ten years | 2,487 | 2,487 | ||||||
| 5,700 | 5,676 | |||||||
| Mortgage-backed securities held to maturity | 3,174,926 | 3,037,033 | ||||||
| $ | 3,180,626 | $ | 3,042,709 |
- 10 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. Investment securities, continued
A summary of investment securities that as of March 31, 2022 and December 31, 2021 had been in a continuous unrealized loss position for less than twelve months and those that had been in a continuous unrealized loss position for twelve months or longer follows:
| Less Than 12 Months | 12 Months or More | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | |||||||||||||
| (In thousands) | ||||||||||||||||
| March 31, 2022 | ||||||||||||||||
| Investment securities available for sale: | ||||||||||||||||
| U.S. Treasury and federal agencies | $ | 2,341,892 | $ | 49,970 | $ | 293 | $ | 7 | ||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 2,099,805 | 39,425 | 19,599 | 567 | ||||||||||||
| Other debt securities | 7,357 | 69 | 67,888 | 4,762 | ||||||||||||
| 4,449,054 | 89,464 | 87,780 | 5,336 | |||||||||||||
| Investment securities held to maturity: | ||||||||||||||||
| U.S. Treasury and federal agencies | 3,014 | 24 | — | — | ||||||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 2,639,956 | 141,419 | 1,178 | 58 | ||||||||||||
| Privately issued | — | — | 38,536 | 11,555 | ||||||||||||
| 2,642,970 | 141,443 | 39,714 | 11,613 | |||||||||||||
| Total | $ | 7,092,024 | $ | 230,907 | $ | 127,494 | $ | 16,949 | ||||||||
| December 31, 2021 | ||||||||||||||||
| Investment securities available for sale: | ||||||||||||||||
| U.S. Treasury and federal agencies | $ | 598,566 | $ | 3,806 | $ | — | $ | — | ||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 10,111 | 54 | 20,824 | 507 | ||||||||||||
| Other debt securities | 3,760 | 74 | 66,419 | 4,407 | ||||||||||||
| 612,437 | 3,934 | 87,243 | 4,914 | |||||||||||||
| Investment securities held to maturity: | ||||||||||||||||
| U.S. Treasury and federal agencies | 3,043 | 9 | — | — | ||||||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 1,372,236 | 8,356 | 1,251 | 20 | ||||||||||||
| Privately issued | — | — | 43,692 | 14,742 | ||||||||||||
| 1,375,279 | 8,365 | 44,943 | 14,762 | |||||||||||||
| Total | $ | 1,987,716 | $ | 12,299 | $ | 132,186 | $ | 19,676 |
The Company owned 1,217 individual debt securities with aggregate gross unrealized losses of $248 million at March 31, 2022. Based on a review of each of the securities in the investment securities portfolio at March 31, 2022, the Company concluded that it expected to recover the amortized cost basis of its investment. As of March 31, 2022, the Company does not intend to sell nor is it anticipated that it would be required to sell any of its impaired investment securities at a loss. At March 31, 2022, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $390 million of cost method equity securities.
The Company estimated no material allowance for credit losses for its investment securities classified as held-to-maturity at March 31, 2022 or December 31, 2021, as the substantial majority of such investment securities are obligations backed by the U.S. government or its agencies.
- 11 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses
A summary of current, past due and nonaccrual loans as of March 31, 2022 and December 31, 2021 follows:
| Current | 30-89 Days Past Due | Accruing Loans Past Due 90 Days or More | Nonaccrual | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | ||||||||||||||||||||
| March 31, 2022 | ||||||||||||||||||||
| Commercial, financial, leasing, etc. | $ | 23,140,917 | $ | 70,716 | $ | 9,238 | $ | 275,146 | $ | 23,496,017 | ||||||||||
| Real estate: | ||||||||||||||||||||
| Commercial | 24,237,034 | 250,362 | 76,413 | 1,157,686 | 25,721,495 | |||||||||||||||
| Residential builder and developer | 1,381,331 | 840 | — | 2,916 | 1,385,087 | |||||||||||||||
| Other commercial construction | 7,283,522 | 112,599 | — | 50,855 | 7,446,976 | |||||||||||||||
| Residential | 13,126,694 | 249,731 | 687,397 | 341,671 | 14,405,493 | |||||||||||||||
| Residential — limited documentation | 1,050,328 | 16,546 | — | 123,512 | 1,190,386 | |||||||||||||||
| Consumer: | ||||||||||||||||||||
| Home equity lines and loans | 3,407,958 | 16,939 | — | 71,489 | 3,496,386 | |||||||||||||||
| Recreational finance | 8,156,368 | 33,093 | — | 31,546 | 8,221,007 | |||||||||||||||
| Automobile | 4,688,513 | 31,707 | — | 35,350 | 4,755,570 | |||||||||||||||
| Other | 1,631,907 | 10,305 | 3,703 | 44,060 | 1,689,975 | |||||||||||||||
| Total | $ | 88,104,572 | $ | 792,838 | $ | 776,751 | $ | 2,134,231 | $ | 91,808,392 |
| December 31, 2021 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial, financial, leasing, etc. | $ | 23,101,810 | $ | 142,208 | $ | 8,284 | $ | 221,022 | $ | 23,473,324 | ||||||||||
| Real estate: | ||||||||||||||||||||
| Commercial | 24,712,643 | 319,099 | 31,733 | 1,069,280 | 26,132,755 | |||||||||||||||
| Residential builder and developer | 1,400,437 | 2,904 | — | 3,005 | 1,406,346 | |||||||||||||||
| Other commercial construction | 7,722,049 | 17,175 | — | 111,405 | 7,850,629 | |||||||||||||||
| Residential | 13,294,872 | 239,561 | 920,080 | 355,858 | 14,810,371 | |||||||||||||||
| Residential — limited documentation | 1,124,520 | 16,666 | — | 122,888 | 1,264,074 | |||||||||||||||
| Consumer: | ||||||||||||||||||||
| Home equity lines and loans | 3,476,617 | 15,486 | — | 70,488 | 3,562,591 | |||||||||||||||
| Recreational finance | 7,985,173 | 40,544 | — | 27,811 | 8,053,528 | |||||||||||||||
| Automobile | 4,604,772 | 40,064 | — | 34,037 | 4,678,873 | |||||||||||||||
| Other | 1,620,147 | 12,223 | 3,302 | 44,289 | 1,679,961 | |||||||||||||||
| Total | $ | 89,043,040 | $ | 845,930 | $ | 963,399 | $ | 2,060,083 | $ | 92,912,452 |
At March 31, 2022 and December 31, 2021, the Company had $445 million and $1.2 billion, respectively, of outstanding loan balances, consisting predominantly of residential real estate loans, for which COVID-19 related payment deferrals were granted. Those loans met the criteria described in note 1 of Notes to Financial Statements in the 2021 Annual Report and, accordingly, are not considered past due or otherwise in default of loan terms as of the date presented. Included in those loan balances were $323 million and $974 million of government-guaranteed loans at March 31, 2022 and December 31, 2021, respectively. Payment deferrals are generally scheduled to expire in 2022 and/or are in the process of formal modification of repayment terms for previously deferred payments.
- 12 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
One-to-four family residential mortgage loans held for sale were $238 million and $474 million at March 31, 2022 and December 31, 2021, respectively. Commercial real estate loans held for sale were $216 million at March 31, 2022 and $425 million at December 31, 2021.
Credit quality indicators
The Company utilizes a loan grading system to differentiate risk amongst its commercial loans and commercial real estate loans. Loans with a lower expectation of default are assigned one of ten possible “pass” loan grades and are generally ascribed lower loss factors when determining the allowance for credit losses. Loans with an elevated level of credit risk are classified as “criticized” and are ascribed a higher loss factor when determining the allowance for credit losses. Criticized loans may be classified as “nonaccrual” if the Company no longer expects to collect all amounts according to the contractual terms of the loan agreement or the loan is delinquent 90 days or more.
Line of business personnel in different geographic locations with support from and review by the Company’s credit risk personnel review and reassign loan grades based on their detailed knowledge of individual borrowers and their judgment of the impact on such borrowers resulting from changing conditions in their respective regions. Factors considered in assigning loan grades include borrower-specific information related to expected future cash flows and operating results, collateral values, geographic location, financial condition and performance, payment status, and other information. The Company’s policy is that at least annually, updated financial information be obtained from commercial borrowers associated with pass grade loans and additional analysis performed. On a quarterly basis, the Company’s centralized credit risk department reviews all criticized commercial loans and commercial real estate loans greater than $1 million to determine the appropriateness of the assigned loan grade, including whether the loan should be reported as accruing or nonaccruing.
- 13 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
The following table summarizes the loan grades applied at March 31, 2022 to the various classes of the Company’s commercial loans and commercial real estate loans by origination year.
| Term Loans by Origination Year | Revolving | Revolving Loans Converted to Term | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Loans | Loans | Total | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||
| Commercial, financial, leasing, etc.: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 1,055,017 | 4,113,672 | 1,587,360 | 1,244,516 | 804,066 | 1,672,521 | 11,620,841 | 21,332 | $ | 22,119,325 | |||||||||||||||||||||||||
| Criticized accrual | 2,158 | 160,026 | 85,975 | 112,346 | 54,793 | 239,338 | 431,138 | 15,772 | 1,101,546 | |||||||||||||||||||||||||||
| Criticized nonaccrual | 230 | 32,442 | 23,377 | 16,306 | 25,381 | 62,888 | 108,064 | 6,458 | 275,146 | |||||||||||||||||||||||||||
| Total commercial, financial, leasing, etc. | $ | 1,057,405 | 4,306,140 | 1,696,712 | 1,373,168 | 884,240 | 1,974,747 | 12,160,043 | 43,562 | $ | 23,496,017 | |||||||||||||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||||||||||
| Commercial: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 841,183 | 2,820,491 | 2,575,823 | 3,515,526 | 2,680,777 | 6,945,820 | 802,747 | — | $ | 20,182,367 | |||||||||||||||||||||||||
| Criticized accrual | — | 303,277 | 435,302 | 760,867 | 1,020,066 | 1,824,893 | 37,037 | — | 4,381,442 | |||||||||||||||||||||||||||
| Criticized nonaccrual | — | 11,335 | 170,600 | 193,832 | 118,467 | 631,956 | 31,496 | — | 1,157,686 | |||||||||||||||||||||||||||
| Total commercial real estate | $ | 841,183 | 3,135,103 | 3,181,725 | 4,470,225 | 3,819,310 | 9,402,669 | 871,280 | — | $ | 25,721,495 | |||||||||||||||||||||||||
| Residential builder and developer: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 148,495 | 693,998 | 72,171 | 65,188 | 48,524 | 13,301 | 203,455 | — | $ | 1,245,132 | |||||||||||||||||||||||||
| Criticized accrual | — | 3,848 | 6,430 | 109,729 | 13,360 | 63 | 3,609 | — | 137,039 | |||||||||||||||||||||||||||
| Criticized nonaccrual | — | — | — | 2,909 | — | 7 | — | — | 2,916 | |||||||||||||||||||||||||||
| Total residential builder and developer | $ | 148,495 | 697,846 | 78,601 | 177,826 | 61,884 | 13,371 | 207,064 | — | $ | 1,385,087 | |||||||||||||||||||||||||
| Other commercial construction: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 51,528 | 1,105,470 | 1,763,832 | 1,898,002 | 573,711 | 347,883 | 30,026 | — | $ | 5,770,452 | |||||||||||||||||||||||||
| Criticized accrual | 321 | 32,357 | 77,290 | 673,544 | 517,987 | 322,078 | 2,092 | — | 1,625,669 | |||||||||||||||||||||||||||
| Criticized nonaccrual | — | — | 106 | 10,634 | 3,392 | 32,254 | 4,469 | — | 50,855 | |||||||||||||||||||||||||||
| Total other commercial construction | $ | 51,849 | 1,137,827 | 1,841,228 | 2,582,180 | 1,095,090 | 702,215 | 36,587 | — | $ | 7,446,976 |
- 14 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
The Company considers repayment performance a significant indicator of credit quality for its residential real estate loan and consumer loan portfolios. A summary of loans in accrual and nonaccrual status at March 31, 2022 for the various classes of the Company’s residential real estate loans and consumer loans by origination year follows.
| Term Loans by Origination Year | Revolving | Revolving Loans Converted to Term | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | 2019 | 2018 | Prior | Loans | Loans | Total | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||
| Residential: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 1,166,092 | 2,822,922 | 1,657,789 | 992,754 | 403,896 | 6,044,813 | 38,428 | — | $ | 13,126,694 | |||||||||||||||||||||||||
| 30-89 days past due | 3,136 | 19,193 | 10,756 | 5,952 | 6,882 | 201,254 | 2,558 | — | 249,731 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | 28,249 | 60,476 | 25,426 | 28,236 | 545,010 | — | — | 687,397 | |||||||||||||||||||||||||||
| Nonaccrual | — | 5,764 | 14,866 | 9,950 | 3,347 | 307,228 | 516 | — | 341,671 | |||||||||||||||||||||||||||
| Total residential | $ | 1,169,228 | 2,876,128 | 1,743,887 | 1,034,082 | 442,361 | 7,098,305 | 41,502 | — | $ | 14,405,493 | |||||||||||||||||||||||||
| Residential - limited documentation: | ||||||||||||||||||||||||||||||||||||
| Current | $ | — | — | — | — | — | 1,050,328 | — | — | $ | 1,050,328 | |||||||||||||||||||||||||
| 30-89 days past due | — | — | — | — | — | 16,546 | — | — | 16,546 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | — | — | — | — | — | 123,512 | — | — | 123,512 | |||||||||||||||||||||||||||
| Total residential - limited documentation | $ | — | — | — | — | — | 1,190,386 | — | — | $ | 1,190,386 | |||||||||||||||||||||||||
| Consumer: | ||||||||||||||||||||||||||||||||||||
| Home equity lines and loans: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 70 | 382 | 762 | 2,648 | 1,480 | 36,016 | 2,249,108 | 1,117,492 | $ | 3,407,958 | |||||||||||||||||||||||||
| 30-89 days past due | — | — | — | — | — | 935 | 574 | 15,430 | 16,939 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | — | 15 | — | — | — | 5,445 | 4,772 | 61,257 | 71,489 | |||||||||||||||||||||||||||
| Total home equity lines and loans | $ | 70 | 397 | 762 | 2,648 | 1,480 | 42,396 | 2,254,454 | 1,194,179 | $ | 3,496,386 | |||||||||||||||||||||||||
| Recreational finance: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 703,845 | 2,719,675 | 1,938,655 | 1,175,424 | 602,683 | 1,016,086 | — | — | $ | 8,156,368 | |||||||||||||||||||||||||
| 30-89 days past due | 88 | 5,701 | 7,647 | 6,930 | 4,076 | 8,651 | — | — | 33,093 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | — | 2,664 | 6,270 | 5,907 | 5,017 | 11,688 | — | — | 31,546 | |||||||||||||||||||||||||||
| Total recreational finance | $ | 703,933 | 2,728,040 | 1,952,572 | 1,188,261 | 611,776 | 1,036,425 | — | — | $ | 8,221,007 | |||||||||||||||||||||||||
| Automobile: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 567,597 | 2,052,558 | 981,264 | 575,505 | 289,345 | 222,244 | — | — | $ | 4,688,513 | |||||||||||||||||||||||||
| 30-89 days past due | 288 | 7,968 | 5,104 | 6,824 | 5,022 | 6,501 | — | — | 31,707 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | — | 3,756 | 5,904 | 8,199 | 7,171 | 10,320 | — | — | 35,350 | |||||||||||||||||||||||||||
| Total automobile | $ | 567,885 | 2,064,282 | 992,272 | 590,528 | 301,538 | 239,065 | — | — | $ | 4,755,570 | |||||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 56,511 | 222,946 | 85,462 | 61,479 | 19,075 | 26,925 | 1,158,065 | 1,444 | $ | 1,631,907 | |||||||||||||||||||||||||
| 30-89 days past due | 2,187 | 907 | 369 | 489 | 166 | 5,814 | — | 373 | 10,305 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | 3,703 | — | — | 3,703 | |||||||||||||||||||||||||||
| Nonaccrual | 1,538 | 883 | 203 | 370 | 144 | 266 | 40,552 | 104 | 44,060 | |||||||||||||||||||||||||||
| Total other | $ | 60,236 | 224,736 | 86,034 | 62,338 | 19,385 | 36,708 | 1,198,617 | 1,921 | $ | 1,689,975 | |||||||||||||||||||||||||
| Total loans and leases at March 31, 2022 | $ | 4,600,284 | 17,170,499 | 11,573,793 | 11,481,256 | 7,237,064 | 21,736,287 | 16,769,547 | 1,239,662 | $ | 91,808,392 |
- 15 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
The following table summarizes the loan grades applied at December 31, 2021 to the various classes of the Company’s commercial loans and commercial real estate loans by origination year.
| Term Loans by Origination Year | Revolving | Revolving Loans Converted to Term | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Loans | Loans | Total | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||
| Commercial, financial, leasing, etc.: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 4,798,052 | 1,916,072 | 1,476,786 | 951,881 | 500,615 | 1,398,775 | 10,993,461 | 18,699 | $ | 22,054,341 | |||||||||||||||||||||||||
| Criticized accrual | 196,680 | 98,595 | 107,010 | 73,126 | 36,232 | 185,935 | 484,755 | 15,628 | 1,197,961 | |||||||||||||||||||||||||||
| Criticized nonaccrual | 19,462 | 23,229 | 17,114 | 39,908 | 20,927 | 33,698 | 60,175 | 6,509 | 221,022 | |||||||||||||||||||||||||||
| Total commercial, financial, leasing, etc. | $ | 5,014,194 | 2,037,896 | 1,600,910 | 1,064,915 | 557,774 | 1,618,408 | 11,538,391 | 40,836 | $ | 23,473,324 | |||||||||||||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||||||||||
| Commercial: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 3,413,587 | 2,662,999 | 3,682,178 | 2,648,388 | 2,076,155 | 5,232,790 | 728,948 | — | $ | 20,445,045 | |||||||||||||||||||||||||
| Criticized accrual | 133,133 | 480,146 | 685,701 | 1,068,552 | 468,530 | 1,743,798 | 38,570 | — | 4,618,430 | |||||||||||||||||||||||||||
| Criticized nonaccrual | 21,587 | 133,560 | 195,084 | 83,857 | 76,628 | 520,473 | 38,091 | — | 1,069,280 | |||||||||||||||||||||||||||
| Total commercial real estate | $ | 3,568,307 | 3,276,705 | 4,562,963 | 3,800,797 | 2,621,313 | 7,497,061 | 805,609 | — | $ | 26,132,755 | |||||||||||||||||||||||||
| Residential builder and developer: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 786,983 | 106,510 | 75,287 | 47,587 | 4,680 | 12,450 | 230,017 | — | $ | 1,263,514 | |||||||||||||||||||||||||
| Criticized accrual | 2,055 | 5,356 | 117,258 | 13,637 | 630 | — | 891 | — | 139,827 | |||||||||||||||||||||||||||
| Criticized nonaccrual | — | — | 2,910 | — | — | 95 | — | — | 3,005 | |||||||||||||||||||||||||||
| Total residential builder and developer | $ | 789,038 | 111,866 | 195,455 | 61,224 | 5,310 | 12,545 | 230,908 | — | $ | 1,406,346 | |||||||||||||||||||||||||
| Other commercial construction: | ||||||||||||||||||||||||||||||||||||
| Loan grades: | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 957,947 | 1,781,603 | 2,022,276 | 832,547 | 152,669 | 273,556 | 38,781 | — | $ | 6,059,379 | |||||||||||||||||||||||||
| Criticized accrual | 24,103 | 54,191 | 675,226 | 583,428 | 228,739 | 114,158 | — | — | 1,679,845 | |||||||||||||||||||||||||||
| Criticized nonaccrual | — | — | 71,613 | 3,303 | 12,263 | 19,970 | 4,256 | — | 111,405 | |||||||||||||||||||||||||||
| Total other commercial construction | $ | 982,050 | 1,835,794 | 2,769,115 | 1,419,278 | 393,671 | 407,684 | 43,037 | — | $ | 7,850,629 |
- 16 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
A summary of loans in accrual and nonaccrual status at December 31, 2021 for the various classes of the Company’s residential real estate loans and consumer loans by origination year follows.
| Term Loans by Origination Year | Revolving | Revolving Loans Converted to Term | ||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | 2018 | 2017 | Prior | Loans | Loans | Total | ||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||
| Residential: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 3,057,118 | 1,672,090 | 1,075,896 | 466,040 | 1,037,958 | 5,913,461 | 72,309 | — | $ | 13,294,872 | |||||||||||||||||||||||||
| 30-89 days past due | 15,245 | 12,535 | 9,886 | 6,132 | 33,097 | 162,666 | — | — | 239,561 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | 10,924 | 100,581 | 28,512 | 31,996 | 205,318 | 542,749 | — | — | 920,080 | |||||||||||||||||||||||||||
| Nonaccrual | 3,359 | 19,858 | 7,119 | 4,577 | 5,890 | 314,792 | 263 | — | 355,858 | |||||||||||||||||||||||||||
| Total residential | $ | 3,086,646 | 1,805,064 | 1,121,413 | 508,745 | 1,282,263 | 6,933,668 | 72,572 | — | $ | 14,810,371 | |||||||||||||||||||||||||
| Residential - limited documentation: | ||||||||||||||||||||||||||||||||||||
| Current | $ | — | — | — | — | — | 1,124,520 | — | — | $ | 1,124,520 | |||||||||||||||||||||||||
| 30-89 days past due | — | — | — | — | — | 16,666 | — | — | 16,666 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | — | — | — | — | — | 122,888 | — | — | 122,888 | |||||||||||||||||||||||||||
| Total residential - limited documentation | $ | — | — | — | — | — | 1,264,074 | — | — | $ | 1,264,074 | |||||||||||||||||||||||||
| Consumer: | ||||||||||||||||||||||||||||||||||||
| Home equity lines and loans: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 304 | 777 | 2,793 | 1,730 | 1,944 | 38,015 | 2,348,279 | 1,082,775 | $ | 3,476,617 | |||||||||||||||||||||||||
| 30-89 days past due | — | — | — | 21 | — | 698 | 346 | 14,421 | 15,486 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | — | — | — | — | — | 5,750 | 4,951 | 59,787 | 70,488 | |||||||||||||||||||||||||||
| Total home equity lines and loans | $ | 304 | 777 | 2,793 | 1,751 | 1,944 | 44,463 | 2,353,576 | 1,156,983 | $ | 3,562,591 | |||||||||||||||||||||||||
| Recreational finance: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 2,890,111 | 2,088,342 | 1,267,929 | 646,883 | 445,868 | 646,040 | — | — | $ | 7,985,173 | |||||||||||||||||||||||||
| 30-89 days past due | 5,929 | 8,912 | 8,317 | 5,074 | 5,189 | 7,123 | — | — | 40,544 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | 1,341 | 4,646 | 4,871 | 4,918 | 4,039 | 7,996 | — | — | 27,811 | |||||||||||||||||||||||||||
| Total recreational finance | $ | 2,897,381 | 2,101,900 | 1,281,117 | 656,875 | 455,096 | 661,159 | — | — | $ | 8,053,528 | |||||||||||||||||||||||||
| Automobile: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 2,220,061 | 1,097,684 | 662,000 | 341,655 | 211,774 | 71,598 | — | — | $ | 4,604,772 | |||||||||||||||||||||||||
| 30-89 days past due | 8,508 | 6,615 | 8,936 | 7,161 | 5,715 | 3,129 | — | — | 40,064 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Nonaccrual | 1,588 | 4,390 | 7,847 | 7,867 | 6,882 | 5,463 | — | — | 34,037 | |||||||||||||||||||||||||||
| Total automobile | $ | 2,230,157 | 1,108,689 | 678,783 | 356,683 | 224,371 | 80,190 | — | — | $ | 4,678,873 | |||||||||||||||||||||||||
| Other: | ||||||||||||||||||||||||||||||||||||
| Current | $ | 244,346 | 96,945 | 73,586 | 24,424 | 16,924 | 14,321 | 1,148,096 | 1,505 | $ | 1,620,147 | |||||||||||||||||||||||||
| 30-89 days past due | 2,937 | 404 | 472 | 255 | 101 | 5,712 | 1,908 | 434 | 12,223 | |||||||||||||||||||||||||||
| Accruing loans past due 90 days or more | — | — | — | — | — | 3,302 | — | — | 3,302 | |||||||||||||||||||||||||||
| Nonaccrual | 2,051 | 326 | 326 | 193 | 104 | 353 | 40,807 | 129 | 44,289 | |||||||||||||||||||||||||||
| Total other | $ | 249,334 | 97,675 | 74,384 | 24,872 | 17,129 | 23,688 | 1,190,811 | 2,068 | $ | 1,679,961 | |||||||||||||||||||||||||
| Total loans and leases at December 31, 2021 | $ | 18,817,411 | 12,376,366 | 12,286,933 | 7,895,140 | 5,558,871 | 18,542,940 | 16,234,904 | 1,199,887 | $ | 92,912,452 |
- 17 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
Allowance for credit losses
For purposes of determining the level of the allowance for credit losses, the Company evaluates its loan and lease portfolio by type. Changes in the allowance for credit losses for the three months ended March 31, 2022 and 2021 were as follows:
| Commercial, Financial, | Real Estate | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Leasing, etc. | Commercial | Residential | Consumer | Total | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Three Months Ended March 31, 2022 | ||||||||||||||||||||
| Beginning balance | $ | 283,899 | 557,239 | 71,726 | 556,362 | $ | 1,469,226 | |||||||||||||
| Provision for credit losses | 28,725 | (30,938 | ) | 1,720 | 10,493 | 10,000 | ||||||||||||||
| Net charge-offs | ||||||||||||||||||||
| Charge-offs | (19,234 | ) | (1,800 | ) | (3,972 | ) | (26,032 | ) | (51,038 | ) | ||||||||||
| Recoveries | 13,665 | 14,943 | 3,107 | 12,456 | 44,171 | |||||||||||||||
| Net (charge-offs) recoveries | (5,569 | ) | 13,143 | (865 | ) | (13,576 | ) | (6,867 | ) | |||||||||||
| Ending balance | $ | 307,055 | 539,444 | 72,581 | 553,279 | $ | 1,472,359 |
| Three Months Ended March 31, 2021 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance | $ | 405,846 | 670,719 | 103,590 | 556,232 | $ | 1,736,387 | |||||||||||||
| Provision for credit losses | (72,418 | ) | 99,471 | (13,435 | ) | (38,618 | ) | (25,000 | ) | |||||||||||
| Net charge-offs | ||||||||||||||||||||
| Charge-offs | (26,945 | ) | (60,652 | ) | (2,399 | ) | (32,929 | ) | (122,925 | ) | ||||||||||
| Recoveries | 22,511 | 6,560 | 2,033 | 16,640 | 47,744 | |||||||||||||||
| Net charge-offs | (4,434 | ) | (54,092 | ) | (366 | ) | (16,289 | ) | (75,181 | ) | ||||||||||
| Ending balance | $ | 328,994 | 716,098 | 89,789 | 501,325 | $ | 1,636,206 |
- 18 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
Despite the allocation in the preceding tables, the allowance for credit losses is general in nature and is available to absorb losses from any loan or lease type. In determining the allowance for credit losses, accruing loans with similar risk characteristics are generally evaluated collectively. The Company utilizes statistically developed models to project principal balances over the remaining contractual lives of the loan portfolios and to determine estimated credit losses through a reasonable and supportable forecast period. Individual loan credit quality indicators including loan grade and borrower repayment performance, can inform the models, which have been statistically developed based on historical correlations of credit losses with prevailing economic metrics, including unemployment, gross domestic product and real estate prices. Model forecasts may be adjusted for inherent limitations or biases that have been identified through independent validation and back-testing of model performance to actual realized results. At both March 31, 2022 and December 31, 2021, the Company utilized a reasonable and supportable forecast period of two years. Subsequent to this forecast period the Company reverted, ratably over a one-year period, to historical loss experience to inform its estimate of losses for the remaining contractual life of each portfolio. The Company also estimates losses attributable to specific troubled credits identified through both normal and targeted credit review processes. The amounts of specific loss components in the Company’s loan and lease portfolios are determined through a loan-by-loan analysis of larger balance commercial loans and commercial real estate loans that are in nonaccrual status. Such loss estimates are typically based on expected future cash flows, collateral values and other factors that may impact the borrower’s ability to pay. To the extent that those loans are collateral-dependent, they are evaluated based on the fair value of the loan’s collateral as estimated at or near the financial statement date. As the quality of a loan deteriorates to the point of classifying the loan as “criticized,” the process of obtaining updated collateral valuation information is usually initiated, unless it is not considered warranted given factors such as the relative size of the loan, the characteristics of the collateral or the age of the last valuation. In those cases where current appraisals may not yet be available, prior appraisals are utilized with adjustments, as deemed necessary, for estimates of subsequent declines in values as determined by line of business and/or loan workout personnel. Those adjustments are reviewed and assessed for reasonableness by the Company’s credit risk personnel. Accordingly, for real estate collateral securing larger nonaccrual commercial loans and commercial real estate loans, estimated collateral values are based on current appraisals and estimates of value. For non-real estate loans, collateral is assigned a discounted estimated liquidation value and, depending on the nature of the collateral, is verified through field exams or other procedures. In assessing collateral, real estate and non-real estate values are reduced by an estimate of selling costs.
For residential real estate loans, including home equity loans and lines of credit, the excess of the loan balance over the net realizable value of the property collateralizing the loan is charged-off when the loan becomes 150 days delinquent. That charge-off is based on recent indications of value from external parties that are generally obtained shortly after a loan becomes nonaccrual. Loans to consumers that file for bankruptcy are generally charged-off to estimated net collateral value shortly after the Company is notified of such filings. When evaluating individual home equity loans and lines of credit for charge off and for purposes of estimating losses in determining the allowance for credit losses, the Company gives consideration to the required repayment of any first lien positions related to collateral property. Modified loans, including smaller balance homogenous loans, that are considered to be troubled debt restructurings are evaluated for impairment giving consideration to the impact of the modified loan terms on the present value of the loan’s expected cash flows.
Changes in the amount of the allowance for credit losses reflect the outcome of the procedures described herein, including the impact of changes in macroeconomic forecasts as compared with previous forecasts, as well as the impact of portfolio concentrations, imprecision in economic forecasts, geopolitical conditions and other risk factors that might influence the loss estimation process.
The Company’s reserve for off-balance sheet credit exposures was not material at March 31, 2022 and December 31, 2021.
- 19 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
Information with respect to loans and leases that were considered nonaccrual at the beginning and end of the reporting period and the interest income recognized on such loans for the three-month periods ended March 31, 2022 and 2021 follows.
| March 31, 2022 | January 1, 2022 | Three Months Ended March 31, 2022 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost with Allowance | Amortized Cost without Allowance | Total | Amortized Cost | Interest Income Recognized | |||||||||||||||
| (In thousands) | |||||||||||||||||||
| Commercial, financial, leasing, etc. | $ | 171,322 | $ | 103,824 | $ | 275,146 | $ | 221,022 | $ | 13,594 | |||||||||
| Real estate: | |||||||||||||||||||
| Commercial | 222,771 | 934,915 | 1,157,686 | 1,069,280 | 6,131 | ||||||||||||||
| Residential builder and developer | 524 | 2,392 | 2,916 | 3,005 | 1,428 | ||||||||||||||
| Other commercial construction | 29,914 | 20,941 | 50,855 | 111,405 | 626 | ||||||||||||||
| Residential | 191,495 | 150,176 | 341,671 | 355,858 | 6,541 | ||||||||||||||
| Residential — limited documentation | 80,590 | 42,922 | 123,512 | 122,888 | 196 | ||||||||||||||
| Consumer: | |||||||||||||||||||
| Home equity lines and loans | 32,783 | 38,706 | 71,489 | 70,488 | 809 | ||||||||||||||
| Recreational finance | 24,350 | 7,196 | 31,546 | 27,811 | 161 | ||||||||||||||
| Automobile | 30,129 | 5,221 | 35,350 | 34,037 | 38 | ||||||||||||||
| Other | 43,964 | 96 | 44,060 | 44,289 | 92 | ||||||||||||||
| Total | $ | 827,842 | $ | 1,306,389 | $ | 2,134,231 | $ | 2,060,083 | $ | 29,616 | |||||||||
| March 31, 2021 | January 1, 2021 | Three Months Ended March 31, 2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost with Allowance | Amortized Cost without Allowance | Total | Amortized Cost | Interest Income Recognized | |||||||||||||||
| (In thousands) | |||||||||||||||||||
| Commercial, financial, leasing, etc. | $ | 211,894 | $ | 83,175 | $ | 295,069 | $ | 306,827 | $ | 3,085 | |||||||||
| Real estate: | |||||||||||||||||||
| Commercial | 337,036 | 487,043 | 824,079 | 775,894 | 1,658 | ||||||||||||||
| Residential builder and developer | 1,224 | — | 1,224 | 1,094 | 33 | ||||||||||||||
| Other commercial construction | 24,186 | 102,039 | 126,225 | 114,039 | 41 | ||||||||||||||
| Residential | 186,374 | 199,134 | 385,508 | 365,729 | 4,498 | ||||||||||||||
| Residential — limited documentation | 84,342 | 58,727 | 143,069 | 147,170 | 79 | ||||||||||||||
| Consumer: | |||||||||||||||||||
| Home equity lines and loans | 44,548 | 34,640 | 79,188 | 79,392 | 952 | ||||||||||||||
| Recreational finance | 19,657 | 7,561 | 27,218 | 25,519 | 155 | ||||||||||||||
| Automobile | 33,270 | 4,949 | 38,219 | 39,404 | 49 | ||||||||||||||
| Other | 2,864 | 34,443 | 37,307 | 38,231 | 180 | ||||||||||||||
| Total | $ | 945,395 | $ | 1,011,711 | $ | 1,957,106 | $ | 1,893,299 | $ | 10,730 |
- 20 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
Loan modifications
During the normal course of business, the Company modifies loans to maximize recovery efforts. If the borrower is experiencing financial difficulty and a concession is granted, the Company considers such modifications as troubled debt restructurings and classifies those loans as either nonaccrual loans or renegotiated loans. The types of concessions that the Company grants typically include principal deferrals and interest rate concessions, but may also include other types of concessions.
The table that follows summarizes the Company’s loan modification activities that were considered troubled debt restructurings for the three-month periods ended March 31, 2022 and 2021:
| Post-modification (a) | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number | Pre- modification Recorded Investment | Principal Deferral | Interest Rate Reduction | Other | Combination of Concession Types | Total | ||||||||||||||||||||||
| Three Months Ended March 31, 2022 | (Dollars in thousands) | |||||||||||||||||||||||||||
| Commercial, financial, leasing, etc. | 37 | $ | 10,003 | $ | 6,920 | $ | — | $ | 54 | $ | 2,780 | $ | 9,754 | |||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||
| Commercial | 17 | 7,582 | 4,376 | — | 2,101 | 855 | 7,332 | |||||||||||||||||||||
| Residential | 97 | 24,051 | 15,443 | — | — | 9,961 | 25,404 | |||||||||||||||||||||
| Residential — limited documentation | 5 | 1,076 | 894 | — | — | 193 | 1,087 | |||||||||||||||||||||
| Consumer: | ||||||||||||||||||||||||||||
| Home equity lines and loans | 35 | 2,150 | 1,988 | — | — | 172 | 2,160 | |||||||||||||||||||||
| Recreational finance | 177 | 5,997 | 5,990 | — | — | — | 5,990 | |||||||||||||||||||||
| Automobile | 534 | 10,263 | 10,233 | — | — | — | 10,233 | |||||||||||||||||||||
| Other | 33 | 334 | 334 | — | — | — | 334 | |||||||||||||||||||||
| Total | 935 | $ | 61,456 | $ | 46,178 | $ | — | $ | 2,155 | $ | 13,961 | $ | 62,294 | |||||||||||||||
| Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||
| Commercial, financial, leasing, etc. | 93 | $ | 53,733 | $ | 24,653 | $ | — | $ | — | $ | 28,504 | $ | 53,157 | |||||||||||||||
| Real estate: | ||||||||||||||||||||||||||||
| Commercial | 33 | 26,870 | 11,160 | — | 2,214 | 12,422 | 25,796 | |||||||||||||||||||||
| Residential | 123 | 39,583 | 38,557 | — | — | 1,117 | 39,674 | |||||||||||||||||||||
| Residential — limited documentation | 10 | 1,116 | 1,059 | — | — | — | 1,059 | |||||||||||||||||||||
| Consumer: | ||||||||||||||||||||||||||||
| Home equity lines and loans | 26 | 1,715 | 1,486 | — | — | 174 | 1,660 | |||||||||||||||||||||
| Recreational finance | 72 | 2,212 | 2,212 | — | — | — | 2,212 | |||||||||||||||||||||
| Automobile | 276 | 4,969 | 4,955 | — | — | 14 | 4,969 | |||||||||||||||||||||
| Other | 222 | 1,434 | 1,434 | — | — | — | 1,434 | |||||||||||||||||||||
| Total | 855 | $ | 131,632 | $ | 85,516 | $ | — | $ | 2,214 | $ | 42,231 | $ | 129,961 | |||||||||||||||
| (a) | Financial effects impacting the recorded investment included principal payments or advances, charge-offs and capitalized escrow arrearages. The present value of interest rate concessions, discounted at the effective rate of the original loan, was not material. |
|---|
- 21 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Loans and leases and the allowance for credit losses, continued
Troubled debt restructurings are evaluated for impairment giving consideration to the impact of the modified loan terms on the present value of the loan’s expected cash flows. Impairment of troubled debt restructurings that have subsequently defaulted may also be measured based on the loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Charge-offs may also be recognized on troubled debt restructurings that have subsequently defaulted. Loans that were modified as troubled debt restructurings during the twelve months ended March 31, 2022 and 2021 and for which there was a subsequent payment default during the three-month periods ended March 31, 2022 and 2021, respectively, were not material.
The amount of foreclosed residential real estate property held by the Company was $24 million at each of March 31, 2022 and December 31, 2021. There were $186 million and $151 million at March 31, 2022 and December 31, 2021, respectively, of loans secured by residential real estate that were in the process of foreclosure. Of all loans in the process of foreclosure at March 31, 2022, approximately 50% were government guaranteed.
- Borrowings
M&T had $533 million of fixed and variable rate junior subordinated deferrable interest debentures ("Junior Subordinated Debentures") outstanding at March 31, 2022 that are held by various trusts that were issued in connection with the issuance by those trusts of preferred capital securities ("Capital Securities") and common securities ("Common Securities"). The proceeds from the issuances of the Capital Securities and the Common Securities were used by the trusts to purchase the Junior Subordinated Debentures. The Common Securities of each of those trusts are wholly owned by M&T and are the only class of each trust's securities possessing general voting powers. The Capital Securities represent preferred undivided interests in the assets of the corresponding trust. Under the Federal Reserve Board’s risk-based capital guidelines, the securities are includable in M&T’s Tier 2 regulatory capital.
Holders of the Capital Securities receive preferential cumulative cash distributions unless M&T exercises its right to extend the payment of interest on the Junior Subordinated Debentures as allowed by the terms of each such debenture, in which case payment of distributions on the respective Capital Securities will be deferred for comparable periods. During an extended interest period, M&T may not pay dividends or distributions on, or repurchase, redeem or acquire any shares of its capital stock. In general, the agreements governing the Capital Securities, in the aggregate, provide a full, irrevocable and unconditional guarantee by M&T of the payment of distributions on, the redemption of, and any liquidation distribution with respect to the Capital Securities. The obligations under such guarantee and the Capital Securities are subordinate and junior in right of payment to all senior indebtedness of M&T.
The Capital Securities will remain outstanding until the Junior Subordinated Debentures are repaid at maturity, are redeemed prior to maturity or are distributed in liquidation to the trusts. The Capital Securities are mandatorily redeemable in whole, but not in part, upon repayment at the stated maturity dates (ranging from 2027 to 2033) of the Junior Subordinated Debentures or the earlier redemption of the Junior Subordinated Debentures in whole upon the occurrence of one or more events set forth in the indentures relating to the Capital Securities, and in whole or in part at any time after an optional redemption prior to contractual maturity contemporaneously with the optional redemption of the related Junior Subordinated Debentures in whole or in part, subject to possible regulatory approval.
- 22 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Revenue from contracts with customers
The Company generally charges customer accounts or otherwise bills customers upon completion of its services. Typically the Company’s contracts with customers have a duration of one year or less and payment for services is received at least annually, but oftentimes more frequently as services are provided. At March 31, 2022 and December 31, 2021, the Company had $67 million and $68 million, respectively, of amounts receivable related to recognized revenue from the sources in the accompanying tables. Such amounts are classified in accrued interest and other assets in the Company’s consolidated balance sheet. In certain situations the Company is paid in advance of providing services and defers the recognition of revenue until its service obligation is satisfied. At each of March 31, 2022 and December 31, 2021, the Company had deferred revenue of $45 million related to the sources in the accompanying tables recorded in accrued interest and other liabilities in the consolidated balance sheet.
The following tables summarize sources of the Company’s noninterest income during the three-month periods ended March 31, 2022 and 2021 that are subject to the revenue recognition accounting guidance.
| Business Banking | Commercial Banking | Commercial Real Estate | Discretionary Portfolio | Residential Mortgage Banking | Retail Banking | All Other | Total | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, 2022 | (In thousands) | |||||||||||||||||||||||||||||||
| Classification in consolidated statement of income | ||||||||||||||||||||||||||||||||
| Service charges on deposit accounts | $ | 14,681 | 25,571 | 3,478 | — | — | 56,347 | 1,430 | $ | 101,507 | ||||||||||||||||||||||
| Trust income | — | — | — | — | — | — | 169,213 | 169,213 | ||||||||||||||||||||||||
| Brokerage services income | — | — | — | — | — | — | 20,190 | 20,190 | ||||||||||||||||||||||||
| Other revenues from operations: | ||||||||||||||||||||||||||||||||
| Merchant discount and credit card fees | 12,805 | 13,459 | 874 | — | — | 4,510 | 107 | 31,755 | ||||||||||||||||||||||||
| Other | — | 1,903 | 2,464 | 693 | 1,729 | 5,099 | 12,891 | 24,779 | ||||||||||||||||||||||||
| $ | 27,486 | 40,933 | 6,816 | 693 | 1,729 | 65,956 | 203,831 | $ | 347,444 | |||||||||||||||||||||||
| Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||||||
| Classification in consolidated statement of income | ||||||||||||||||||||||||||||||||
| Service charges on deposit accounts | $ | 12,497 | 24,295 | 2,893 | — | — | 51,452 | 1,640 | $ | 92,777 | ||||||||||||||||||||||
| Trust income | — | — | — | — | — | — | 156,022 | 156,022 | ||||||||||||||||||||||||
| Brokerage services income | — | — | — | — | — | — | 13,113 | 13,113 | ||||||||||||||||||||||||
| Other revenues from operations: | ||||||||||||||||||||||||||||||||
| Merchant discount and credit card fees | 9,481 | 10,407 | 445 | — | — | 3,921 | 109 | 24,363 | ||||||||||||||||||||||||
| Other | — | 958 | 1,091 | 384 | 1,722 | 5,807 | 12,948 | 22,910 | ||||||||||||||||||||||||
| $ | 21,978 | 35,660 | 4,429 | 384 | 1,722 | 61,180 | 183,832 | $ | 309,185 |
- 23 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Pension plans and other postretirement benefits
The Company provides defined benefit pension and other postretirement benefits (including health care and life insurance benefits) to qualified retired employees. Net periodic defined benefit cost for defined benefit plans consisted of the following:
| Pension Benefits | Other Postretirement Benefits | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31 | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Service cost | $ | 4,271 | $ | 5,023 | $ | 232 | $ | 248 | ||||||||
| Interest cost on projected benefit obligation | 16,267 | 15,434 | 355 | 327 | ||||||||||||
| Expected return on plan assets | (37,150 | ) | (35,950 | ) | — | — | ||||||||||
| Amortization of prior service cost (credit) | 125 | 125 | (1,075 | ) | (1,175 | ) | ||||||||||
| Amortization of net actuarial loss (gain) | 4,625 | 22,150 | (325 | ) | (300 | ) | ||||||||||
| Net periodic cost (benefit) | $ | (11,862 | ) | $ | 6,782 | $ | (813 | ) | $ | (900 | ) |
Service cost is reflected in salaries and employee benefits expense in the consolidated statement of income. The other components of net periodic benefit cost are reflected in other costs of operations. Expenses incurred in connection with the Company's defined contribution pension and retirement savings plans totaled $31 million and $33 million for the three months ended March 31, 2022 and 2021, respectively, and are included in salaries and employee benefits expense.
Prior to 2022, net actuarial losses were generally amortized over the average remaining service periods of active participants in the Company’s defined benefit pension plan. If substantially all of the plan’s participants are inactive, GAAP provides for the average remaining life expectancy of the participants to be used instead of average remaining service period in determining such amortization. Substantially all of the participants in the Company’s defined benefit pension plan were inactive and beginning in 2022 the average remaining life expectancy is now utilized prospectively to amortize the net unrecognized losses. The change increased the amortization period by approximately sixteen years and reduced the amount of quarterly amortization of unrecognized losses recorded in 2022 from what would have been recorded without such change in amortization period by $9 million.
- Earnings per common share
The computations of basic earnings per common share follow:
| Three Months Ended March 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (In thousands, except per share) | ||||||||
| Income available to common shareholders: | ||||||||
| Net income | $ | 362,174 | $ | 447,249 | ||||
| Less: Preferred stock dividends | (21,765 | ) | (17,050 | ) | ||||
| Net income available to common equity | 340,409 | 430,199 | ||||||
| Less: Income attributable to unvested stock-based compensation awards | (820 | ) | (2,108 | ) | ||||
| Net income available to common shareholders | $ | 339,589 | $ | 428,091 | ||||
| Weighted-average shares outstanding: | ||||||||
| Common shares outstanding (including common stock issuable) and unvested stock-based compensation awards | 129,274 | 129,414 | ||||||
| Less: Unvested stock-based compensation awards | (329 | ) | (877 | ) | ||||
| Weighted-average shares outstanding | 128,945 | 128,537 | ||||||
| Basic earnings per common share | $ | 2.63 | $ | 3.33 |
- 24 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Earnings per common share, continued
The computations of diluted earnings per common share follow:
| Three Months Ended March 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (In thousands, except per share) | ||||||||
| Net income available to common equity | $ | 340,409 | $ | 430,199 | ||||
| Less: Income attributable to unvested stock-based compensation awards | (819 | ) | (2,106 | ) | ||||
| Net income available to common shareholders | $ | 339,590 | $ | 428,093 | ||||
| Adjusted weighted-average shares outstanding: | ||||||||
| Common and unvested stock-based compensation awards | 129,274 | 129,414 | ||||||
| Less: Unvested stock-based compensation awards | (329 | ) | (877 | ) | ||||
| Plus: Incremental shares from assumed conversion of stock-based compensation awards and warrants to purchase common stock | 471 | 132 | ||||||
| Adjusted weighted-average shares outstanding | 129,416 | 128,669 | ||||||
| Diluted earnings per common share | $ | 2.62 | $ | 3.33 |
GAAP defines unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities that shall be included in the computation of earnings per common share pursuant to the two-class method. The Company has issued stock-based compensation awards in the form of restricted stock and restricted stock units which, in accordance with GAAP, are considered participating securities.
Stock-based compensation awards to purchase common stock of M&T representing 114,226 and 462,342 common shares during the three-month periods ended March 31, 2022 and 2021, respectively, were not included in the computations of diluted earnings per common share because the effect on those periods would have been antidilutive.
- 25 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Comprehensive income
The following tables display the components of other comprehensive income (loss) and amounts reclassified from accumulated other comprehensive income (loss) to net income:
| Investment | Defined Benefit | Total Amount | Income | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Securities | Plans | Other | Before Tax | Tax | Net | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||
| Balance — January 1, 2022 | $ | 104,691 | (360,276 | ) | 83,531 | $ | (172,054 | ) | 44,476 | $ | (127,578 | ) | |||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||||
| Unrealized holding losses, net | (184,955 | ) | — | — | (184,955 | ) | 47,758 | (137,197 | ) | ||||||||||||||||
| Foreign currency translation adjustment | — | — | (2,123 | ) | (2,123 | ) | 475 | (1,648 | ) | ||||||||||||||||
| Unrealized losses on cash flow hedges | — | — | (115,724 | ) | (115,724 | ) | 29,885 | (85,839 | ) | ||||||||||||||||
| Total other comprehensive income (loss) before reclassifications | (184,955 | ) | — | (117,847 | ) | (302,802 | ) | 78,118 | (224,684 | ) | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income: | |||||||||||||||||||||||||
| Amortization of unrealized holding losses on held-to-maturity securities | 1,119 | — | — | 1,119 | (a) | (289 | ) | 830 | |||||||||||||||||
| Gains realized in net income | — | — | — | — | (b) | — | — | ||||||||||||||||||
| Accretion of net gain on terminated cash flow hedges | — | — | (30 | ) | (30 | ) | (c) | 9 | (21 | ) | |||||||||||||||
| Net yield adjustment from cash flow hedges currently in effect | — | — | (38,019 | ) | (38,019 | ) | (a) | 9,818 | (28,201 | ) | |||||||||||||||
| Amortization of prior service credit | — | (950 | ) | — | (950 | ) | (d) | 305 | (645 | ) | |||||||||||||||
| Amortization of actuarial losses | — | 4,300 | — | 4,300 | (d) | (1,386 | ) | 2,914 | |||||||||||||||||
| Total other comprehensive income (loss) | (183,836 | ) | 3,350 | (155,896 | ) | (336,382 | ) | 86,575 | (249,807 | ) | |||||||||||||||
| Balance — March 31, 2022 | $ | (79,145 | ) | (356,926 | ) | (72,365 | ) | $ | (508,436 | ) | 131,051 | $ | (377,385 | ) | |||||||||||
| Balance — January 1, 2021 | $ | 195,386 | (650,087 | ) | 369,558 | $ | (85,143 | ) | 22,111 | $ | (63,032 | ) | |||||||||||||
| Other comprehensive income (loss) before reclassifications: | |||||||||||||||||||||||||
| Unrealized holding losses, net | (32,025 | ) | — | — | (32,025 | ) | 8,907 | (23,118 | ) | ||||||||||||||||
| Foreign currency translation adjustment | — | — | 684 | 684 | (136 | ) | 548 | ||||||||||||||||||
| Unrealized losses on cash flow hedges | — | — | (9,498 | ) | (9,498 | ) | 2,571 | (6,927 | ) | ||||||||||||||||
| Total other comprehensive income (loss) before reclassifications | (32,025 | ) | — | (8,814 | ) | (40,839 | ) | 11,342 | (29,497 | ) | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) that (increase) decrease net income: | |||||||||||||||||||||||||
| Amortization of unrealized holding losses on held-to-maturity securities | 990 | — | — | 990 | (a) | (276 | ) | 714 | |||||||||||||||||
| Gains realized in net income | (3 | ) | — | — | (3 | ) | (b) | 1 | (2 | ) | |||||||||||||||
| Accretion of net gain on terminated cash flow hedges | — | — | (30 | ) | (30 | ) | (c) | 9 | (21 | ) | |||||||||||||||
| Net yield adjustment from cash flow hedges currently in effect | — | — | (82,044 | ) | (82,044 | ) | (a) | 22,215 | (59,829 | ) | |||||||||||||||
| Amortization of prior service credit | — | (1,050 | ) | — | (1,050 | ) | (d) | 384 | (666 | ) | |||||||||||||||
| Amortization of actuarial losses | — | 21,850 | — | 21,850 | (d) | (7,995 | ) | 13,855 | |||||||||||||||||
| Total other comprehensive income (loss) | (31,038 | ) | 20,800 | (90,888 | ) | (101,126 | ) | 25,680 | (75,446 | ) | |||||||||||||||
| Balance — March 31, 2021 | $ | 164,348 | (629,287 | ) | 278,670 | $ | (186,269 | ) | 47,791 | $ | (138,478 | ) |
| (a) | Included in interest income. |
|---|
| (b) | Included in gain (loss) on bank investment securities. |
|---|
| (c) | Included in interest expense. |
|---|
| (d) | Included in other costs of operations. |
|---|
- 26 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Comprehensive income, continued
Accumulated other comprehensive income (loss), net consisted of the following:
| Defined | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment | Benefit | |||||||||||||||
| Securities | Plans | Other | Total | |||||||||||||
| (In thousands) | ||||||||||||||||
| Balance — December 31, 2021 | $ | 77,625 | $ | (267,145 | ) | $ | 61,942 | $ | (127,578 | ) | ||||||
| Net gain (loss) during period | (136,367 | ) | 2,269 | (115,709 | ) | (249,807 | ) | |||||||||
| Balance — March 31, 2022 | $ | (58,742 | ) | $ | (264,876 | ) | $ | (53,767 | ) | $ | (377,385 | ) |
- Derivative financial instruments
As part of managing interest rate risk, the Company enters into interest rate swap agreements to modify the repricing characteristics of certain portions of the Company’s portfolios of earning assets and interest-bearing liabilities. The Company designates interest rate swap agreements utilized in the management of interest rate risk as either fair value hedges or cash flow hedges. Interest rate swap agreements are generally entered into with counterparties that meet established credit standards and most contain master netting, collateral and/or settlement provisions protecting the at-risk party. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material as of March 31, 2022.
The net effect of interest rate swap agreements was to increase net interest income by $47 million and $91 million during the three-month periods ended March 31, 2022 and 2021, respectively.
Information about interest rate swap agreements entered into for interest rate risk management purposes summarized by type of financial instrument the swap agreements were intended to hedge follows:
| Weighted- | Estimated | |||||||||||||||||||
| Notional | Average | Average Rate | Fair Value | |||||||||||||||||
| Amount | Maturity | Fixed | Variable | Gain (Loss) (a) | ||||||||||||||||
| (In thousands) | (In years) | (In thousands) | ||||||||||||||||||
| March 31, 2022 | ||||||||||||||||||||
| Fair value hedges: | ||||||||||||||||||||
| Fixed rate long-term borrowings (b) | $ | 1,650,000 | 2.1 | 2.86 | % | 1.09 | % | $ | 1,022 | |||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Interest payments on variable rate commercial real estate loans (b)(c) | 19,000,000 | 0.9 | 1.31 | % | 0.35 | % | 2,819 | |||||||||||||
| Total | $ | 20,650,000 | 1.0 | $ | 3,841 | |||||||||||||||
| December 31, 2021 | ||||||||||||||||||||
| Fair value hedges: | ||||||||||||||||||||
| Fixed rate long-term borrowings (b) | $ | 1,650,000 | 2.3 | 2.86 | % | 0.74 | % | $ | 41 | |||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Interest payments on variable rate commercial real estate loans (b)(d) | 21,700,000 | 0.6 | 1.24 | % | 0.09 | % | (248 | ) | ||||||||||||
| Total | $ | 23,350,000 | 0.7 | $ | (207 | ) |
| (a) | Certain clearinghouse exchanges consider payments by counterparties for variation margin on derivative instruments to be settlements of those positions. The impact of such payments for interest rate swap agreements designated as fair value hedges was a net settlement of losses of $782,000 at March 31, 2022 and a net settlement of gains of $43.5 million at December 31, 2021. The impact of such payments on interest rate swap agreements designated as cash flow hedges was a net settlement of losses of $68.7 million at March 31, 2022 and net settlement of gains of $88.2 million at December 31, 2021. |
|---|
| (b) | Under the terms of these agreements, the Company receives settlement amounts at a fixed rate and pays at a variable rate. |
|---|
| (c) | Includes notional amount and terms of $5.7 billion of forward-starting interest rate swap agreements that become effective in 2022 - 2023. |
|---|
| (d) | Includes notional amount and terms of $8.4 billion of forward-starting interest rate swap agreements that become effective in 2022. |
|---|
- 27 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Derivative financial instruments, continued
The Company utilizes commitments to sell residential and commercial real estate loans to hedge the exposure to changes in the fair value of real estate loans held for sale. Such commitments have generally been designated as fair value hedges. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in fair value of certain commitments to originate real estate loans for sale.
Derivative financial instruments used for trading account purposes included interest rate contracts, foreign exchange and other option contracts, foreign exchange forward and spot contracts, and financial futures. Interest rate contracts entered into for trading account purposes had notional values of $31.8 billion and $32.6 billion at March 31, 2022 and December 31, 2021, respectively. The notional amounts of foreign currency and other option and futures contracts entered into for trading account purposes aggregated $1.3 billion and $1.1 billion at March 31, 2022 and December 31, 2021, respectively.
Information about the fair values of derivative instruments in the Company’s consolidated balance sheet and consolidated statement of income follows:
| Asset Derivatives | Liability Derivatives | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value | Fair Value | |||||||||||||||
| March 31, | December 31, | March 31, | December 31, | |||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Derivatives designated and qualifying as hedging instruments | ||||||||||||||||
| Interest rate swap agreements (a) | $ | 4,298 | $ | 258 | $ | 457 | $ | 465 | ||||||||
| Commitments to sell real estate loans (a) | 10,002 | 4,044 | 74 | 548 | ||||||||||||
| 14,300 | 4,302 | 531 | 1,013 | |||||||||||||
| Derivatives not designated and qualifying as hedging instruments | ||||||||||||||||
| Mortgage-related commitments to originate real estate loans for sale (a) | 1,319 | 11,728 | 16,747 | 5,288 | ||||||||||||
| Commitments to sell real estate loans (a) | 26,680 | 8,137 | 799 | 4,108 | ||||||||||||
| Trading: | ||||||||||||||||
| Interest rate contracts (b) | 141,066 | 410,056 | 292,873 | 76,278 | ||||||||||||
| Foreign exchange and other option and futures contracts (b) | 9,637 | 8,230 | 9,633 | 7,156 | ||||||||||||
| 178,702 | 438,151 | 320,052 | 92,830 | |||||||||||||
| Total derivatives | $ | 193,002 | $ | 442,453 | $ | 320,583 | $ | 93,843 |
| (a) | Asset derivatives are reported in other assets and liability derivatives are reported in other liabilities. |
|---|
| (b) | Asset derivatives are reported in trading account assets and liability derivatives are reported in other liabilities. The impact of variation margin payments at March 31, 2022 and December 31, 2021 was a reduction of the estimated fair value of interest rate contracts in the trading account in an asset position of $277.6 million and $54.4 million, respectively, and in a liability position of $45.9 million and $305.1 million, respectively. |
|---|
| Amount of Gain (Loss) Recognized | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |||||||||||||||
| Derivative | Hedged Item | Derivative | Hedged Item | |||||||||||||
| (In thousands) | ||||||||||||||||
| Derivatives in fair value hedging relationships | ||||||||||||||||
| Interest rate swap agreements: | ||||||||||||||||
| Fixed rate long-term borrowings (a) | $ | (43,273 | ) | 42,998 | $ | (32,658 | ) | 31,898 | ||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||
| Trading: | ||||||||||||||||
| Interest rate contracts (b) | $ | 106 | $ | (3,234 | ) | |||||||||||
| Foreign exchange and other option and futures contracts (b) | 1,746 | 1,608 | ||||||||||||||
| Total | $ | 1,852 | $ | (1,626 | ) |
| (a) | Reported as an adjustment to interest expense. |
|---|
| (b) | Reported as trading account and foreign exchange gains. |
|---|
- 28 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Derivative financial instruments, continued
| Carrying Amount of the Hedged Item | Cumulative Amount of Fair Value Hedging Adjustment Increasing (Decreasing) the Carrying Amount of the Hedged Item | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | March 31, 2022 | December 31, 2021 | |||||||||||||
| (In thousands) | ||||||||||||||||
| Location in the Consolidated Balance Sheet of the Hedged Items in Fair Value Hedges | ||||||||||||||||
| Long-term debt | $ | 1,650,130 | $ | 1,692,943 | $ | 612 | $ | 43,610 |
The amount of interest income recognized in the consolidated statement of income associated with derivatives designated as cash flow hedges was $38 million and $82 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 the unrealized net loss recognized in other comprehensive income related to cash flow hedges was $66 million, of which gains of $5 million and losses of $35 million and $36 million related to interest rate swap agreements maturing in 2022, 2023, and 2025, respectively.
The Company also has commitments to sell and commitments to originate residential and commercial real estate loans that are considered derivatives. The Company designates certain of the commitments to sell real estate loans as fair value hedges of real estate loans held for sale. The Company also utilizes commitments to sell real estate loans to offset the exposure to changes in the fair value of certain commitments to originate real estate loans for sale. As a result of these activities, net unrealized pre-tax gains related to hedged loans held for sale, commitments to originate loans for sale and commitments to sell loans were approximately $13 million and $24 million at March 31, 2022 and December 31, 2021, respectively. Changes in unrealized gains and losses are included in mortgage banking revenues and, in general, are realized in subsequent periods as the related loans are sold and commitments satisfied.
The Company does not offset derivative asset and liability positions in its consolidated financial statements. The Company’s exposure to credit risk by entering into derivative contracts is mitigated through master netting agreements and collateral posting or settlement requirements. Master netting agreements covering interest rate and foreign exchange contracts with the same party include a right to set-off that becomes enforceable in the event of default, early termination or under other specific conditions.
The aggregate fair value of derivative financial instruments in a liability position and the net liability positions with counterparties which are subject to master netting arrangements was $1 million and $35 million at March 31, 2022 and December 31, 2021, respectively. The Company was required to post collateral relating to those positions of $1 million and $33 million at March 31, 2022 and December 31, 2021, respectively. Certain of the Company’s derivative financial instruments contain provisions that require the Company to maintain specific credit ratings from credit rating agencies to avoid higher collateral posting requirements. If the Company’s debt rating were to fall below specified ratings, the counterparties of the derivative financial instruments could demand immediate incremental collateralization on those instruments in a net liability position. The aggregate fair value of all derivative financial instruments with such credit risk-related contingent features in a net liability position on March 31, 2022 was not material.
The aggregate fair value of derivative financial instruments in an asset position and the net asset positions with counterparties which are subject to enforceable master netting arrangements was $83 million at March 31, 2022 and $7 million at December 31, 2021. Counterparties posted collateral relating to those positions of $84 million at March 31, 2022 and $6 million at December 31, 2021. Trading account interest rate swap agreements entered into with customers are subject to the Company’s credit risk standards and often contain collateral provisions.
- 29 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Derivative financial instruments, continued
In addition to the derivative contracts noted above, the Company clears certain derivative transactions through a clearinghouse, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. The amount of initial margin collateral posted by the Company was $133 million and $132 million at March 31, 2022 and December 31, 2021, respectively. The fair value asset and liability amounts of derivative contracts have been reduced by variation margin payments treated as settlements as described herein. Variation margin on derivative contracts not treated as settlements continues to represent collateral posted or received by the Company.
- Variable interest entities and asset securitizations
The Company’s securitization activity has consisted of securitizing loans originated for sale into government issued or guaranteed mortgage-backed securities. The Company has not recognized any losses as a result of having securitized assets.
As described in note 5, M&T has issued junior subordinated debentures payable to various trusts that have issued Capital Securities. M&T owns the common securities of those trust entities. The Company is not considered to be the primary beneficiary of those entities and, accordingly, the trusts are not included in the Company’s consolidated financial statements. At each of March 31, 2022 and December 31, 2021, the Company included the junior subordinated debentures as “long-term borrowings” in its consolidated balance sheet and recognized $23 million in other assets for its “investment” in the common securities of the trusts that will be concomitantly repaid to M&T by the respective trust from the proceeds of M&T’s repayment of the junior subordinated debentures associated with preferred capital securities described in note 5.
The Company has invested as a limited partner in various partnerships that collectively had total assets of approximately of $3.2 billion at March 31, 2022 and $3.0 billion at December 31, 2021. Those partnerships generally construct or acquire properties for which the investing partners are eligible to receive certain federal income tax credits in accordance with government guidelines. Such investments may also provide tax deductible losses to the partners. The partnership investments also assist the Company in achieving its community reinvestment initiatives. As a limited partner, there is no recourse to the Company by creditors of the partnerships. However, the tax credits that result from the Company’s investments in such partnerships are generally subject to recapture should a partnership fail to comply with the respective government regulations. The Company’s carrying amount of its investments in such partnerships was $906 million, including $343 million of unfunded commitments, at March 31, 2022 and $933 million, including $361 million of unfunded commitments, at December 31, 2021. Contingent commitments to provide additional capital contributions to these partnerships were not material at March 31, 2022. The Company has not provided financial or other support to the partnerships that was not contractually required. The Company’s maximum exposure to loss from its investments in such partnerships as of March 31, 2022 was $1.2 billion, including possible recapture of certain tax credits. Management currently estimates that no material losses are probable as a result of the Company’s involvement with such entities. The Company, in its position as limited partner, does not direct the activities that most significantly impact the economic performance of the partnerships and, therefore, in accordance with the accounting provisions for variable interest entities, the partnership entities are not included in the Company’s consolidated financial statements. The Company’s investment in qualified affordable housing projects is amortized to income taxes in the consolidated statement of income as tax credits and other tax benefits resulting from deductible losses associated with the projects are received. The Company amortized $20 million and $19 million of its investments in qualified affordable housing projects to income tax expense during the three-month periods ended March 31, 2022 and 2021, respectively, and recognized $23 million and $21 million of tax credits and other tax benefits during those respective periods.
The Company serves as investment advisor for certain registered money-market funds. The Company has no explicit arrangement to provide support to those funds, but may waive portions of its allowable management fees as a result of market conditions.
- 30 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Fair value measurements
GAAP permits an entity to choose to measure eligible financial instruments and other items at fair value. The Company has not made any fair value elections at March 31, 2022.
Pursuant to GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy exists in GAAP for fair value measurements based upon the inputs to the valuation of an asset or liability.
| • | Level 1 — Valuation is based on quoted prices in active markets for identical assets and liabilities. |
|---|
| • | Level 2 — Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market. |
|---|
| • | Level 3 — Valuation is derived from model-based and other techniques in which at least one significant input is unobservable and which may be based on the Company's own estimates about the assumptions that market participants would use to value the asset or liability. |
|---|
When available, the Company attempts to use quoted market prices in active markets to determine fair value and classifies such items as Level 1 or Level 2. If quoted market prices in active markets are not available, fair value is often determined using model-based techniques incorporating various assumptions including interest rates, prepayment speeds and credit losses. Assets and liabilities valued using model-based techniques are classified as either Level 2 or Level 3, depending on the lowest level classification of an input that is considered significant to the overall valuation. The following is a description of the valuation methodologies used for the Company's assets and liabilities that are measured on a recurring basis at estimated fair value.
Trading account assets and liabilities
Trading account assets and liabilities consist primarily of interest rate contracts and foreign exchange contracts with customers who require such services with offsetting positions with third parties to minimize the Company's risk with respect to such transactions. The Company generally determines the fair value of its derivative trading account assets and liabilities using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. Mutual funds held in connection with deferred compensation and other arrangements have been classified as Level 1 valuations. Valuations of investments in municipal and other bonds can generally be obtained through reference to quoted prices in less active markets for the same or similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2.
Investment securities available for sale and equity securities
The majority of the Company's available-for-sale investment securities have been valued by reference to prices for similar securities or through model-based techniques in which all significant inputs are observable and, therefore, such valuations have been classified as Level 2. Certain investments in mutual funds and equity securities are actively traded and, therefore, have been classified as Level 1 valuations.
Real estate loans held for sale
The Company utilizes commitments to sell real estate loans to hedge the exposure to changes in fair value of real estate loans held for sale. The carrying value of hedged real estate loans held for sale includes changes in estimated fair value during the hedge period. Typically, the Company attempts to hedge real estate loans held for sale from the date of close through the sale date. The fair value of hedged real estate loans held for sale is generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans with similar characteristics and, accordingly, such loans have been classified as a Level 2 valuation.
- 31 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Fair value measurements, continued
Commitments to originate real estate loans for sale and commitments to sell real estate loans
The Company enters into various commitments to originate real estate loans for sale and commitments to sell real estate loans. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value on the consolidated balance sheet. The estimated fair values of such commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell real estate loans to certain government-sponsored entities and other parties. The fair valuations of commitments to sell real estate loans generally result in a Level 2 classification. The estimated fair value of commitments to originate real estate loans for sale are adjusted to reflect the Company's anticipated commitment expirations. The estimated commitment expirations are considered significant unobservable inputs contributing to the Level 3 classification of commitments to originate real estate loans for sale. Significant unobservable inputs used in the determination of estimated fair value of commitments to originate real estate loans for sale are included in the accompanying table of significant unobservable inputs to Level 3 measurements.
Interest rate swap agreements used for interest rate risk management
The Company utilizes interest rate swap agreements as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of earning assets and interest-bearing liabilities. The Company generally determines the fair value of its interest rate swap agreements using externally developed pricing models based on market observable inputs and, therefore, classifies such valuations as Level 2. The Company has considered counterparty credit risk in the valuation of its interest rate swap agreement assets and has considered its own credit risk in the valuation of its interest rate swap agreement liabilities.
- 32 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
12. Fair value measurements, continued
The following tables present assets and liabilities at March 31, 2022 and December 31, 2021 measured at estimated fair value on a recurring basis:
| Fair Value Measurements | Level 1 | Level 2 | Level 3 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | ||||||||||||||||
| March 31, 2022 | ||||||||||||||||
| Trading account assets | $ | 197,558 | $ | 46,655 | $ | 150,903 | $ | — | ||||||||
| Investment securities available for sale: | ||||||||||||||||
| U.S. Treasury and federal agencies | 2,789,717 | — | 2,789,717 | — | ||||||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 2,795,177 | — | 2,795,177 | — | ||||||||||||
| Other debt securities | 120,305 | — | 120,305 | — | ||||||||||||
| 5,705,199 | — | 5,705,199 | — | |||||||||||||
| Equity securities | 81,165 | 72,166 | 8,999 | — | ||||||||||||
| Real estate loans held for sale | 454,003 | — | 454,003 | — | ||||||||||||
| Other assets (a) | 42,299 | — | 40,980 | 1,319 | ||||||||||||
| Total assets | $ | 6,480,224 | $ | 118,821 | $ | 6,360,084 | $ | 1,319 | ||||||||
| Trading account liabilities | $ | 302,506 | $ | — | $ | 302,506 | $ | — | ||||||||
| Other liabilities (a) | 18,077 | — | 1,330 | 16,747 | ||||||||||||
| Total liabilities | $ | 320,583 | $ | — | $ | 303,836 | $ | 16,747 | ||||||||
| December 31, 2021 | ||||||||||||||||
| Trading account assets | $ | 468,031 | $ | 49,545 | $ | 418,486 | $ | — | ||||||||
| Investment securities available for sale: | ||||||||||||||||
| U.S. Treasury and federal agencies | 678,690 | — | 678,690 | — | ||||||||||||
| Mortgage-backed securities: | ||||||||||||||||
| Government issued or guaranteed | 3,155,312 | — | 3,155,312 | — | ||||||||||||
| Other debt securities | 121,802 | — | 121,802 | — | ||||||||||||
| 3,955,804 | — | 3,955,804 | — | |||||||||||||
| Equity securities | 77,640 | 68,850 | 8,790 | — | ||||||||||||
| Real estate loans held for sale | 899,282 | — | 899,282 | — | ||||||||||||
| Other assets (a) | 24,167 | — | 12,439 | 11,728 | ||||||||||||
| Total assets | $ | 5,424,924 | $ | 118,395 | $ | 5,294,801 | $ | 11,728 | ||||||||
| Trading account liabilities | $ | 83,434 | $ | — | $ | 83,434 | $ | — | ||||||||
| Other liabilities (a) | 10,409 | — | 5,121 | 5,288 | ||||||||||||
| Total liabilities | $ | 93,843 | $ | — | $ | 88,555 | $ | 5,288 |
| (a) | Comprised predominantly of interest rate swap agreements used for interest rate risk management (Level 2), commitments to sell real estate loans (Level 2) and commitments to originate real estate loans to be held for sale (Level 3). |
|---|
- 33 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Fair value measurements, continued
The changes in Level 3 assets and liabilities measured at estimated fair value on a recurring basis during the three months ended March 31, 2022 and 2021 were as follows:
| Investment Securities Available for Sale | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Privately Issued Mortgage-Backed Securities | Other Assets and Other Liabilities | ||||||||
| 2022 | (In thousands) | ||||||||
| Balance — January 1, 2022 | $ | — | $ | 6,440 | |||||
| Total gains realized/unrealized: | |||||||||
| Included in earnings | — | (18,700 | ) | (a) | |||||
| Transfers out of Level 3 | — | (3,168 | ) | (b) | |||||
| Balance — March 31, 2022 | $ | — | (15,428 | ) | |||||
| Changes in unrealized gains included in earnings related to assets still held at March 31, 2022 | $ | — | $ | (13,219 | ) | (a) |
| 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance — January 1, 2021 | $ | 16 | $ | 43,234 | |||||
| Total gains realized/unrealized: | |||||||||
| Included in earnings | — | 6,025 | (a) | ||||||
| Transfers out of Level 3 | — | (35,502 | ) | (b) | |||||
| Balance — March 31, 2021 | $ | 16 | 13,757 | ||||||
| Changes in unrealized gains included in earnings related to assets still held at March 31, 2021 | $ | — | $ | 5,300 | (a) |
| (a) | Reported as mortgage banking revenues in the consolidated statement of income and includes the fair value of commitment issuances and expirations. |
|---|
| (b) | Transfers out of Level 3 consist of interest rate locks transferred to closed loans. |
|---|
The Company is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements. The more significant of those assets follow.
Loans
Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectable portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have been classified as Level 2, unless significant adjustments have been made to the valuation that are not readily observable by market participants. Non-real estate collateral supporting commercial loans generally consists of business assets such as receivables, inventory and equipment. Fair value estimations are typically determined by discounting recorded values of those assets to reflect estimated net realizable value considering specific borrower facts and circumstances and the experience of credit personnel in their dealings with similar borrower collateral liquidations. Such discounts were in the range of 15% to 90% with a weighted-average of 36% at
- 34 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
12. Fair value measurements, continued
March 31, 2022. As these discounts are not readily observable and are considered significant, the valuations have been classified as Level 3. Automobile collateral is typically valued by reference to independent pricing sources based on recent sales transactions of similar vehicles and, accordingly, the related nonrecurring fair value measurement adjustments have been classified as Level 2. Collateral values for other consumer installment loans are generally estimated based on historical recovery rates for similar types of loans which at March 31, 2022 was 67%. As these recovery rates are not readily observable by market participants, such valuation adjustments have been classified as Level 3. Loans subject to nonrecurring fair value measurement were $392 million at March 31, 2022 ($260 million and $132 million of which were classified as Level 2 and Level 3, respectively), $574 million at December 31, 2021 ($340 million and $234 million of which were classified as Level 2 and Level 3, respectively) and $658 million at March 31, 2021 ($357 million and $301 million of which were classified as Level 2 and Level 3, respectively). Changes in fair value recognized for partial charge-offs of loans and loan impairment reserves on loans held by the Company on March 31, 2022 and 2021 were decreases of $46 million and $66 million for the three-month periods ended March 31, 2022 and 2021.
Assets taken in foreclosure of defaulted loans
Assets taken in foreclosure of defaulted loans are primarily comprised of commercial and residential real property and are generally measured at the lower of cost or fair value less costs to sell. The fair value of the real property is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace and the related nonrecurring fair value measurement adjustments have generally been classified as Level 2. Assets taken into foreclosure of defaulted loans subject to nonrecurring fair value measurement were $9 million at March 31, 2021. Changes in fair value recognized for those foreclosed assets held by the Company were not material during the three-month periods ended March 31, 2022 and 2021.
Capitalized servicing rights
Capitalized servicing rights are initially measured at fair value in the Company’s consolidated balance sheet. The Company utilizes the amortization method to subsequently measure its capitalized servicing assets. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of certain strata exceed their estimated fair value. To estimate the fair value of servicing rights, the Company considers market prices for similar assets, if available, and the present value of expected future cash flows associated with the servicing rights calculated using assumptions that market participants would use in estimating future servicing income and expense. Such assumptions include estimates of the cost of servicing loans, loan default rates, an appropriate discount rate, and prepayment speeds. For purposes of evaluating and measuring impairment of capitalized servicing rights, the Company stratifies such assets based on the predominant risk characteristics of the underlying financial instruments that are expected to have the most impact on projected prepayments, cost of servicing and other factors affecting future cash flows associated with the servicing rights. Such factors may include financial asset or loan type, note rate and term. The amount of impairment recognized is the amount by which the carrying value of the capitalized servicing rights for a stratum exceed estimated fair value. Impairment is recognized through a valuation allowance. The determination of fair value of capitalized servicing rights is considered a Level 3 valuation. Capitalized servicing rights related to residential mortgage loans of $133 million and $138 million at March 31, 2022 and December 31, 2021, respectively, required a valuation allowance of $21 million and $24 million, respectively. Significant unobservable inputs used in this Level 3 valuation included weighted-average prepayment speeds of 12.42% and 14.64% at March 31, 2022 and December 31, 2021, respectively, and a weighted-average option-adjusted spread of 900 basis points at each date. There was a recovery of previously recognized impairment charges for capitalized servicing rights of $9 million during the three months ended March 31, 2021. The $3 million reduction during the three months ended March 31, 2022 reflects increased amortization recognized by the Company during that period.
- 35 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
12. Fair value measurements, continued
Significant unobservable inputs to Level 3 measurements
The following tables present quantitative information about significant unobservable inputs used in the fair value measurements for certain Level 3 assets and liabilities at March 31, 2022 and December 31, 2021:
| Fair Value | Valuation Technique | Unobservable Inputs/Assumptions | Range (Weighted- Average) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | ||||||||||
| March 31, 2022 | ||||||||||
| Recurring fair value measurements | ||||||||||
| Net other assets (liabilities) (a) | (15,428 | ) | Discounted cash flow | Commitment expirations | 0% - 96% (8%) | |||||
| December 31, 2021 | ||||||||||
| Recurring fair value measurements | ||||||||||
| Net other assets (liabilities) (a) | 6,440 | Discounted cash flow | Commitment expirations | 0% - 80% (10%) |
| (a) | Other Level 3 assets (liabilities) consist of commitments to originate real estate loans. |
|---|
Sensitivity of fair value measurements to changes in unobservable inputs
An increase (decrease) in the estimate of expirations for commitments to originate real estate loans would generally result in a lower (higher) fair value measurement. Estimated commitment expirations are derived considering loan type, changes in interest rates and remaining length of time until closing.
- 36 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Fair value measurements, continued
Disclosures of fair value of financial instruments
The carrying amounts and estimated fair value for financial instrument assets (liabilities) are presented in the following table:
| March 31, 2022 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying Amount | Estimated Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 1,411,460 | 1,411,460 | 1,292,609 | 118,851 | — | ||||||||||||||
| Interest-bearing deposits at banks | 36,025,382 | 36,025,382 | — | 36,025,382 | — | |||||||||||||||
| Trading account assets | 197,558 | 197,558 | 46,655 | 150,903 | — | |||||||||||||||
| Investment securities | 9,356,832 | 9,218,915 | 72,166 | 9,090,244 | 56,505 | |||||||||||||||
| Loans and leases: | ||||||||||||||||||||
| Commercial loans and leases | 23,496,017 | 23,231,047 | — | — | 23,231,047 | |||||||||||||||
| Commercial real estate loans | 34,553,558 | 33,804,132 | — | 215,764 | 33,588,368 | |||||||||||||||
| Residential real estate loans | 15,595,879 | 15,118,857 | — | 4,674,686 | 10,444,171 | |||||||||||||||
| Consumer loans | 18,162,938 | 18,307,086 | — | — | 18,307,086 | |||||||||||||||
| Allowance for credit losses | (1,472,359 | ) | — | — | — | — | ||||||||||||||
| Loans and leases, net | 90,336,033 | 90,461,122 | — | 4,890,450 | 85,570,672 | |||||||||||||||
| Accrued interest receivable | 301,864 | 301,864 | — | 301,864 | — | |||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Noninterest-bearing deposits | $ | (58,520,366 | ) | (58,520,366 | ) | — | (58,520,366 | ) | — | |||||||||||
| Savings and interest-checking deposits | (65,273,150 | ) | (65,273,150 | ) | — | (65,273,150 | ) | — | ||||||||||||
| Time deposits | (2,525,197 | ) | (2,526,204 | ) | — | (2,526,204 | ) | — | ||||||||||||
| Short-term borrowings | (50,307 | ) | (50,307 | ) | — | (50,307 | ) | — | ||||||||||||
| Long-term borrowings | (3,443,587 | ) | (3,464,637 | ) | — | (3,464,637 | ) | — | ||||||||||||
| Accrued interest payable | (23,316 | ) | (23,316 | ) | — | (23,316 | ) | — | ||||||||||||
| Trading account liabilities | (302,506 | ) | (302,506 | ) | — | (302,506 | ) | — | ||||||||||||
| Other financial instruments: | ||||||||||||||||||||
| Commitments to originate real estate loans for sale | $ | (15,428 | ) | (15,428 | ) | — | — | (15,428 | ) | |||||||||||
| Commitments to sell real estate loans | 35,809 | 35,809 | — | 35,809 | — | |||||||||||||||
| Other credit-related commitments | (118,390 | ) | (118,390 | ) | — | — | (118,390 | ) | ||||||||||||
| Interest rate swap agreements used for interest rate risk management | 3,841 | 3,841 | — | 3,841 | — |
- 37 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Fair value measurements, continued
| December 31, 2021 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Carrying Amount | Estimated Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 1,337,577 | 1,337,577 | 1,205,269 | 132,308 | — | ||||||||||||||
| Interest-bearing deposits at banks | 41,872,304 | 41,872,304 | — | 41,872,304 | — | |||||||||||||||
| Trading account assets | 468,031 | 468,031 | 49,545 | 418,486 | — | |||||||||||||||
| Investment securities | 7,155,860 | 7,192,476 | 68,850 | 7,066,293 | 57,333 | |||||||||||||||
| Loans and leases: | ||||||||||||||||||||
| Commercial loans and leases | 23,473,324 | 23,285,224 | — | — | 23,285,224 | |||||||||||||||
| Commercial real estate loans | 35,389,730 | 34,730,191 | — | 425,010 | 34,305,181 | |||||||||||||||
| Residential real estate loans | 16,074,445 | 16,160,799 | — | 4,524,018 | 11,636,781 | |||||||||||||||
| Consumer loans | 17,974,953 | 18,121,363 | — | — | 18,121,363 | |||||||||||||||
| Allowance for credit losses | (1,469,226 | ) | — | — | — | — | ||||||||||||||
| Loans and leases, net | 91,443,226 | 92,297,577 | — | 4,949,028 | 87,348,549 | |||||||||||||||
| Accrued interest receivable | 335,162 | 335,162 | — | 335,162 | — | |||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Noninterest-bearing deposits | $ | (60,131,480 | ) | (60,131,480 | ) | — | (60,131,480 | ) | — | |||||||||||
| Savings and interest-checking deposits | (68,603,966 | ) | (68,603,966 | ) | — | (68,603,966 | ) | — | ||||||||||||
| Time deposits | (2,807,963 | ) | (2,810,143 | ) | — | (2,810,143 | ) | — | ||||||||||||
| Short-term borrowings | (47,046 | ) | (47,046 | ) | — | (47,046 | ) | — | ||||||||||||
| Long-term borrowings | (3,485,369 | ) | (3,562,223 | ) | — | (3,562,223 | ) | — | ||||||||||||
| Accrued interest payable | (40,866 | ) | (40,866 | ) | — | (40,866 | ) | — | ||||||||||||
| Trading account liabilities | (83,434 | ) | (83,434 | ) | — | (83,434 | ) | — | ||||||||||||
| Other financial instruments: | ||||||||||||||||||||
| Commitments to originate real estate loans for sale | $ | 6,440 | 6,440 | — | — | 6,440 | ||||||||||||||
| Commitments to sell real estate loans | 7,525 | 7,525 | — | 7,525 | — | |||||||||||||||
| Other credit-related commitments | (123,032 | ) | (123,032 | ) | — | — | (123,032 | ) | ||||||||||||
| Interest rate swap agreements used for interest rate risk management | (207 | ) | (207 | ) | — | (207 | ) | — |
With the exception of marketable securities, certain off-balance sheet financial instruments and mortgage loans originated for sale, the Company’s financial instruments are not readily marketable and market prices do not exist. The Company, in attempting to comply with the provisions of GAAP that require disclosures of fair value of financial instruments, has not attempted to market its financial instruments to potential buyers, if any exist. Since negotiated prices in illiquid markets depend greatly upon the then present motivations of the buyer and seller, it is reasonable to assume that actual sales prices could vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, changes in market interest rates can dramatically impact the value of financial instruments in a short period of time.
The Company does not believe that the estimated information presented herein is representative of the earnings power or value of the Company. The preceding analysis, which is inherently limited in depicting fair value, also does not consider any value associated with existing customer relationships nor the ability of the Company to create value through loan origination, deposit gathering or fee generating activities. Many of the estimates presented herein are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.
- 38 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Commitments and contingencies
In the normal course of business, various commitments and contingent liabilities are outstanding. The following table presents the Company's significant commitments. Certain of these commitments are not included in the Company's consolidated balance sheet.
| March 31, | December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| (In thousands) | |||||||
| Commitments to extend credit | |||||||
| Home equity lines of credit | $ | 5,713,950 | $ | 5,693,045 | |||
| Commercial real estate loans to be sold | 321,654 | 324,943 | |||||
| Other commercial real estate | 4,523,995 | 4,998,631 | |||||
| Residential real estate loans to be sold | 146,491 | 233,257 | |||||
| Other residential real estate | 982,216 | 924,211 | |||||
| Commercial and other | 21,884,664 | 22,145,057 | |||||
| Standby letters of credit | 2,177,405 | 2,151,595 | |||||
| Commercial letters of credit | 53,732 | 31,981 | |||||
| Financial guarantees and indemnification contracts | 4,453,722 | 4,211,797 | |||||
| Commitments to sell real estate loans | 862,061 | 1,367,523 |
Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. In addition to the amounts in the preceding table, the Company had discretionary funding commitments to commercial customers of $11.0 billion and $10.8 billion at March 31, 2022 and December 31, 2021, respectively, that the Company had the unconditional right to cancel prior to funding. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, whereas commercial letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and a third party. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management's assessment of the customer's creditworthiness.
Financial guarantees and indemnification contracts are predominantly comprised of recourse obligations associated with sold loans and other guarantees and commitments. Included in financial guarantees and indemnification contracts are loan principal amounts sold with recourse in conjunction with the Company's involvement in the Fannie Mae Delegated Underwriting and Servicing program. The Company's maximum credit risk for recourse associated with loans sold under this program totaled approximately $4.0 billion at each of March 31, 2022 and December 31, 2021. There have been no material losses incurred as a result of those credit recourse arrangements.
Since many loan commitments, standby letters of credit, and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows.
The Company utilizes commitments to sell real estate loans to hedge exposure to changes in the fair value of real estate loans held for sale. Such commitments are considered derivatives and along with commitments to originate real estate loans to be held for sale are generally recorded in the consolidated balance sheet at estimated fair market value.
The Company is contractually obligated to repurchase previously sold residential real estate loans that do not ultimately meet investor sale criteria related to underwriting procedures or loan documentation. When required to do so, the Company may reimburse loan purchasers for losses incurred or may repurchase certain loans. The Company reduces residential mortgage banking revenues by an estimate for losses related to its obligations to loan purchasers.
- 39 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
13. Commitments and contingencies, continued
The amount of those charges is based on the volume of loans sold, the level of reimbursement requests received from loan purchasers and estimates of losses that may be associated with previously sold loans. At March 31, 2022, the Company believes that its obligation to loan purchasers was not material to the Company’s consolidated financial position.
M&T and its subsidiaries are subject in the normal course of business to various pending and threatened legal proceedings and matters in which claims for monetary damages are asserted. On an on-going basis management, after consultation with legal counsel, assesses the Company’s liabilities and contingencies in connection with such proceedings. For those matters where it is probable that the Company will incur losses and the amounts of the losses can be reasonably estimated, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent pending or threatened litigation could result in exposure in excess of that liability, the amount of such excess is not currently estimable. Although not considered probable, the range of reasonably possible losses for such matters in the aggregate, beyond the existing recorded liability, was between $0 and $25 million as of March 31, 2022. Although the Company does not believe that the outcome of pending legal matters will be material to the Company’s consolidated financial position, it cannot rule out the possibility that such outcomes will be material to the consolidated results of operations for a particular reporting period in the future.
- Segment information
Reportable segments have been determined based upon the Company's internal profitability reporting system, which is organized by strategic business unit. Certain strategic business units have been combined for segment information reporting purposes where the nature of the products and services, the type of customer and the distribution of those products and services are similar. The reportable segments are Business Banking, Commercial Banking, Commercial Real Estate, Discretionary Portfolio, Residential Mortgage Banking and Retail Banking.
The financial information of the Company's segments was compiled utilizing the accounting policies described in note 23 of Notes to Financial Statements in the 2021 Annual Report. The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, the financial information of the reported segments is not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in changes in reported segment financial data.
- 40 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
14. Segment information, continued
Information about the Company's segments is presented in the following table:
| Three Months Ended March 31 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||||||||
| Total Revenues(a) | Inter- segment Revenues | Net Income (Loss) | Total Revenues(a) | Inter- segment Revenues | Net Income (Loss) | |||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
| Business Banking | $ | 141,346 | $ | 671 | $ | 41,111 | $ | 155,903 | $ | 669 | $ | 46,271 | ||||||||||||
| Commercial Banking | 289,372 | 863 | 144,608 | 285,912 | 809 | 122,638 | ||||||||||||||||||
| Commercial Real Estate | 202,087 | 179 | 97,610 | 200,843 | 222 | 71,272 | ||||||||||||||||||
| Discretionary Portfolio | 64,727 | (27,805 | ) | 35,385 | 134,544 | (10,027 | ) | 90,546 | ||||||||||||||||
| Residential Mortgage Banking | 137,444 | 37,464 | 28,964 | 153,760 | 22,183 | 49,611 | ||||||||||||||||||
| Retail Banking | 355,148 | (3 | ) | 84,164 | 346,917 | 272 | 85,358 | |||||||||||||||||
| All Other | 254,937 | (11,369 | ) | (69,668 | ) | 209,114 | (14,128 | ) | (18,447 | ) | ||||||||||||||
| Total | $ | 1,445,061 | $ | — | $ | 362,174 | $ | 1,486,993 | $ | — | $ | 447,249 | ||||||||||||
| Average Total Assets | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31 | Year Ended December 31 | |||||||||||
| 2022 | 2021 | 2021 | ||||||||||
| (In millions) | ||||||||||||
| Business Banking | $ | 6,568 | $ | 8,622 | $ | 8,007 | ||||||
| Commercial Banking | 27,620 | 30,395 | 28,559 | |||||||||
| Commercial Real Estate | 22,648 | 26,097 | 25,628 | |||||||||
| Discretionary Portfolio | 22,899 | 23,650 | 22,262 | |||||||||
| Residential Mortgage Banking | 6,250 | 6,506 | 6,463 | |||||||||
| Retail Banking | 18,610 | 17,216 | 17,897 | |||||||||
| All Other | 47,053 | 35,671 | 43,853 | |||||||||
| Total | $ | 151,648 | $ | 148,157 | $ | 152,669 |
| (a) | Total revenues are comprised of net interest income and other income. Net interest income is the difference between taxable-equivalent interest earned on assets and interest paid on liabilities owed by a segment and a funding charge (credit) based on the Company's internal funds transfer and allocation methodology. Segments are charged a cost to fund any assets (e.g. loans) and are paid a funding credit for any funds provided (e.g. deposits). The taxable-equivalent adjustment aggregated $3,234,000 and $3,733,000 for the three-month periods ended March 31, 2022 and 2021, respectively, and is eliminated in "All Other" total revenues. Intersegment revenues are included in total revenues of the reportable segments. The elimination of intersegment revenues is included in the determination of "All Other" total revenues. |
|---|
- 41 -
NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Relationship with Bayview Lending Group LLC and Bayview Financial Holdings, L.P.
M&T holds a 20% minority interest in Bayview Lending Group LLC ("BLG"), a privately-held commercial mortgage company. That investment had no remaining carrying value at March 31, 2022 as a result of cumulative losses recognized and cash distributions received in prior years. Cash distributions now received from BLG are recognized as income by M&T and included in other revenues from operations. That income totaled $30 million for the three-month period ended March 31, 2022. There was no similar cash distribution during the three-month period ended March 31, 2021.
Bayview Financial Holdings, L.P. (together with its affiliates, "Bayview Financial"), a privately-held specialty finance company, is BLG's majority investor. In addition to their common investment in BLG, the Company and Bayview Financial conduct other business activities with each other. The Company has obtained loan servicing rights for mortgage loans from BLG and Bayview Financial having outstanding principal balances of $1.6 billion at each of March 31, 2022 and December 31, 2021. Revenues from those servicing rights were $2 million for each of the three-month periods ended March 31, 2022 and 2021. The Company sub-services residential mortgage loans for Bayview Financial having outstanding principal balances of $76.6 billion and $74.7 billion at March 31, 2022 and December 31, 2021, respectively. Revenues earned for sub-servicing loans for Bayview Financial were $42 million and $34 million for the three-month periods ended March 31, 2022 and 2021, respectively. In addition, the Company held $58 million and $62 million of mortgage-backed securities in its held-to-maturity portfolio at March 31, 2022 and December 31, 2021, respectively, that were securitized by Bayview Financial. At March 31, 2022, the Company held $167 million of Bayview Financial’s $1.1 billion syndicated loan facility.
- Recent accounting developments
The following table provides a description of accounting standards that were adopted by the Company in 2022 as well as standards that are not effective that could have an impact to M&T’s consolidated financial statements upon adoption.
| Standard | Description | Required date of adoption | Effect on consolidated financial statements | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Standards Adopted in 2022 | |||||||||||
| Changes to Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | The amendments reduce the number of accounting models for convertible debt instruments and convertible preferred stock. The amendments also reduce form-over-substance-based guidance for the derivatives scope exception for contracts in an entity’s own equity. | January 1, 2022 | At January 1, 2022 the Company did not have the types of instruments affected by the amended guidance and, therefore, the adoption had no impact on its consolidated financial statements. | ||||||||
| Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options | The amendments clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. | January 1, 2022 | At January 1, 2022 the Company did not have the types of instruments affected by the amended guidance and, therefore, the adoption had no impact on its consolidated financial statements. | ||||||||
| Lessor’s Accounting for Certain Leases with Variable Lease Payments | The amendments update the classification guidance for lessors. Under the amended guidance lessors should classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease if both of the following criteria are met: 1. The lease would have been classified as a sales-type lease or a direct financing lease. 2. The lessor would have otherwise recognized a day-one loss. When a lease is classified as operating, the lessor does not recognize a net investment in the lease, does not derecognize the underlying asset, and, therefore, does not recognize a selling profit or loss. | January 1, 2022 | The Company adopted the amended guidance effective January 1, 2022 using a prospective transition method. The adoption did not have a material impact on the Company’s consolidated financial statements. |
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NOTES TO FINANCIAL STATEMENTS, CONTINUED
- Recent accounting developments, continued
| Standard | Description | Required date of adoption | Effect on consolidated financial statements | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Standards Not Yet Adopted as of March 31, 2022 | |||||||||||
| Accounting for Contract Assets and Contract Liabilities from Contracts with Customers in a Business Combination | The amendments require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with specified revenue recognition guidance. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts and may assess how the acquiree applied the revenue guidance to determine what to record for such contracts. The guidance is generally expected to result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements. | January 1, 2023 Early adoption permitted | The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. However, if early adoption is elected, the amendments should be applied (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company does not expect the guidance will have a material impact on its consolidated financial statements. | ||||||||
| Fair Value Hedging of Multiple Hedge Layers under Portfolio Layer Method | The amendments allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. If multiple hedged layers are designated, the amendments require an analysis to be performed to support the expectation that the aggregate amount of the hedged layers is anticipated to be outstanding for the designated hedge periods. Only closed portfolios may be hedged under the portfolio layer method (that is, no assets can be added to the closed portfolio once established), however designating new hedging relationships and dedesignating existing hedging relationships associated with the closed portfolio any time after the closed portfolio is established is permitted. | January 1, 2023 Early adoption permitted | The amendments should be applied on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings on the initial application date. The Company does not expect the guidance will have a material impact on its consolidated financial statements. | ||||||||
| Accounting for Troubled Debt Restructurings (TDRs) and Expansion of Vintage Disclosures Applicable to Credit Losses | The amendments (1) eliminate the accounting guidance for TDRs and require enhanced disclosure for certain loan refinancings by creditors when a borrower is experiencing financial difficulty and (2) require disclosure of current-period gross write-offs by year of origination for financing receivables and net investments in leases within credit loss disclosures. | January 1, 2023 Early adoption permitted | The amendments should be applied prospectively, except for the amendments related to the recognition and measurement of TDRs for which an option is permitted to apply a modified retrospective transition method. Under the amended guidance the Company will no longer be required to identify TDRs and apply specialized accounting to such loans. The Company does not expect the guidance will have a material impact on its consolidated financial statements outside of the modified disclosure requirements. |
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